Item 8.01. Other Events.

On December 14, 2012, the United States Department of the Treasury ("Treasury"), as the selling shareholder, closed the sale of 234,169,156 shares of common stock, par value $2.50 per share ("AIG Common Stock"), of American International Group, Inc. ("AIG"), at an initial public offering price of $32.50 per share (the "Offering").

In connection with the Offering, AIG entered into an Underwriting Agreement, dated December 10, 2012 (the "Underwriting Agreement"), among AIG, Treasury and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The exhibits are incorporated by reference into the Registration Statement (No. 333-182469) related to the Offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1 Underwriting Agreement, dated December 10, 2012, among AIG, Treasury and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.

5.1 Opinion of Sullivan & Cromwell LLP.

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