On December 12, 2012, American International Group, Inc. ("AIG") issued a press release announcing the successful completion of its solicitation of consents from the holders of its 8.125% Debentures Due 2023, 7.05% Notes Due 2025, 7.00% Notes Due 2026 and 5.60% Debentures Due 2097 to amend the Senior Indenture, dated as of April 15, 1993, as supplemented by the Supplemental Indenture, dated as of June 28, 1993, the Supplemental Indenture, dated as of October 28, 1996, and the Third Supplemental Indenture, dated as of January 1, 1999 (as so supplemented, the "Indenture"), in each case between AIG (as successor to SunAmerica Inc.) and The Bank of New York Mellon Trust Company, N.A. (as successor to The First National Bank of Chicago) (the "Trustee"). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In connection with the successful completion of the consent solicitation, on December 12, 2012, AIG and the Trustee entered into the Fourth Supplemental Indenture to the Indenture. A copy of the Fourth Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

(d) Exhibits.

 4.1    Fourth Supplemental Indenture, dated as of December 12, 2012, between AIG
        and The Bank of New York Mellon Trust Company, N.A., as Trustee.

99.1    Press release of American International Group, Inc. dated December 12,
        2012.