FW: SEC Comment Letter James, £than T Sarah. Dahlgren@@ny.ftb.0r9, James Hennessy@ny frb.0ra, Staven.Manzari@ny{tb.org, ‘James. Bergin@ny tr3.cr Michael Aix@ny.fr0.0°9, Alojandro LaTorre@ny trb.org, Blerke, Bjorn, aig fg 1213112008 01.41 PAY Stow Detar. Further (unpleasant) developments on the SEC's request that AIG file the entire ML3 shortfall agreement ‘with amended 8K's, ETJ From: Shannon, Kathleen@NY {mailto:Kathleen Shannon@AIG.com] Sent: Wednesday, December 31, 2008 1'33 PMTo: Herzog, David, Cook, Joseph; Jackson, Erja, Habayeb, Elias; ‘brian.waldbaum@weil.com’; Shirley, WilliamCe: Reeder, Robert; ‘wisemanm@sullerom.com'; DeLaMater, Robert; Trevino, Marc, Kelly, Anastasia; James, Ethan T Subject: SEC Comment LetterImportance: High I received a call from Jeff Reidler today. As David knows, when I called Reidler yesterday and told him that we would responding to the new comment letter after the new year, he pushed me as to what our response would be and why we would not be filing amendments, When I mentioned both the argument on CONFIDENTIAL FRBNY-—'TOWNS-R3-006294immateriality and confidentiality he suggested that we might want to consider a request for confidential treatment, and [said that was a likely option. His call today was to tell me that they think that AIG's response should be one of the following: File the complete agreementFile a redacted agreement and a request {or confidential treatment. He added that it should be done quickly, and by that he said he meant within the 10 business days. When I asked why there was such a rush and sugested that perhaps our filing was not inconsistent with customary practice, he said that the rules required it and they would not accept that argument and we were not alone in getting this comment, He also acknowledged that someone might have brought it to their attention but seid that they had thought about it first and that someone bringing it to their attention was not an adequate reason for them to send the comment leter, He also seid that they had been trying to bring it to my attention first by faxing it to me, but | pointed out that they had used the wrong fax number for that, It was a cordial call but itis obvious that they are under tremendous pressure in their review of our filings. We did not talk at all about our response to the earlier letter, so itis not clear to me ‘whether Frank Wyman relayed to him that we will be responding on that letier after the first of the year CONFIDENTIAL FRBNY -TOWNS-R3-006295