March 15, 2007


American International Group, Inc.
70 Pine Street
New York, NY 10270

Ladies and Gentlemen:

            As special tax counsel to American International Group, Inc. in
connection with the issuance of 4.875% Series A-3 Junior Subordinated
Debentures, as described in the prospectus supplement, dated March 8, 2007, (the
"Prospectus Supplement"), we hereby confirm to you our opinion as set forth
under the heading "Certain United States Federal Income Tax Consequences" in the
Prospectus Supplement, subject to the limitations set forth therein.

            We hereby consent to the filing of this opinion as an exhibit to the
Prospectus Supplement and to the reference to us under the heading "Certain
Federal Income Tax Consequences" in the Prospectus Supplement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933.

                                         Very truly yours,


                                         /s/ SULLIVAN & CROMWELL LLP