AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) Files An 8-K Entry into a Material Definitive Agreement

AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01.

Entry into a Material Definitive Agreement.

On January20, 2017, AIG Assurance Company, AIG Property Casualty
Company, AIG Specialty Insurance Company, AIU Insurance Company,
American Home Assurance Company, Commerce and Industry Insurance
Company, Granite State Insurance Company, Illinois National
Insurance Co., Lexington Insurance Company, National Union Fire
Insurance Company of Pittsburgh, Pa., New Hampshire Insurance
Company and The Insurance Company of the State of Pennsylvania
(collectively, the AIG Insurers), each an indirect subsidiary of
American International Group, Inc. (AIG), and National Indemnity
Company (NICO), a subsidiary of Berkshire Hathaway Inc.
(Berkshire), entered into an Aggregate Excess of Loss Reinsurance
Agreement (the Reinsurance Agreement) to which the AIG Insurers
reinsured certain long-tail commercial lines liabilities with
NICO. A description of the Reinsurance Agreement was included in
AIGs Current Report on Form 8-K filed on January20, 2017. The AIG
Insurers have also entered into a related trust agreement with
NICO and Wells Fargo Bank, National Association (the Trust
Agreement) and a related parental guarantee agreement with
Berkshire (the Parental Guarantee Agreement), and the transaction
closed on February2, 2017.

A copy of the Reinsurance Agreement, with certain portions
redacted, is filed as Exhibit 10.1 to this Current Report on Form
8-K and is
incorporated by reference herein, a copy of the Trust Agreement,
with certain portions redacted, is filed as Exhibit 10.2 to this
Current Report on Form 8-K and is incorporated by reference
herein and a copy of the Parental Guarantee Agreement is filed as
Exhibit 10.3 to this Current Report on Form 8-K and is
incorporated by reference herein.

Section2
Financial Information

Item2.02. Results of Operations and Financial
Condition.

On February14,
2017, AIG issued a press release reporting its results for the
quarter and year ended December31, 2016. 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.

Section5
Corporate Governance and Management

Item5.08 Shareholder Director Nominations.

AIGs Board of
Directors has established Wednesday, June28, 2017 as the date of
AIGs 2017 Annual Meeting of Shareholders (the 2017 Annual
Meeting). As a result, the deadlines for submission of director
nominees and other shareholder proposals for consideration at the
2017 Annual Meeting set forth in AIGs definitive proxy statement
filed with the Securities and Exchange Commission on March29,
2016 no longer apply.

Proposals intended
for inclusion in AIGs 2017 Proxy Statement to Rule 14a-8 under
the Securities Exchange Act of 1934 (Exchange Act Rule 14a-8),
should be sent to the Secretary of AIG at 175 Water Street, New
York, New York 10038 and must be received by February28, 2017
(which AIG believes is a reasonable time before AIG begins to
print and send its proxy materials).

Notice of director
nominees submitted for inclusion in AIGs 2017 Proxy Statement to
the proxy access provision of AIGs By-laws must be delivered to
the Secretary of AIG at 175 Water Street, New York, New York
10038 and must be received by February28, 2017. The notice of
director nominees must include all of the information required by
AIGs By-laws.

Under AIGs
By-laws, notice of any other shareholder proposal or the
nomination of a candidate for election as a director to be made
at the 2017 Annual Meeting and not submitted for inclusion in
AIGs 2017 Proxy Statement to Exchange Act Rule 14a-8 or the proxy
access provisions of AIGs By-laws must be delivered to the
Secretary of AIG at 175 Water Street, New York, New York 10038
and must be received by March30, 2017. The notice must include
all of the information required by AIGs By-laws.

Section8
Other Events

Item8.01. Other Events.

On February14,
2017, AIG issued a press release announcing that its Board of
Directors has declared a cash dividend on its common stock, par
value $2.50 per share (AIG Common Stock), of $0.32 per shareand
authorized the repurchase of additional shares of AIG Common
Stock. A copy of the press release is attached as Exhibit 99.2 to
this Current Report on Form 8-K and is incorporated by reference
herein.

Section9
Financial Statements and Exhibits

Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Aggregate Excess of Loss Reinsurance Agreement, dated
January20, 2017, by and between AIG Assurance Company, AIG
Property Casualty Company, AIG Specialty Insurance Company,
AIU Insurance Company, American Home Assurance Company,
Commerce and Industry Insurance Company, Granite State
Insurance Company, Illinois National Insurance Co., Lexington
Insurance Company, National Union Fire Insurance Company of
Pittsburgh, Pa., New Hampshire Insurance Company and The
Insurance Company Of The State Of Pennsylvania and National
Indemnity Company (portions of this exhibit have been
redacted to a request for confidential treatment).
10.2 Trust Agreement, dated January20, 2017, by and among National
Union Fire Insurance Company of Pittsburgh, Pa., National
Indemnity Company, and Wells Fargo Bank, National Association
(portions of this exhibit have been redacted to a request for
confidential treatment).
10.3 Parental Guarantee Agreement, dated January20, 2017, by
Berkshire Hathaway Inc. in favor of National Union Fire
Insurance Company of Pittsburgh, Pa.
99.1 Press release of American International Group, Inc. dated
February14, 2017.
99.2 Press release of American International Group, Inc. dated
February14, 2017.

to the
requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

AMERICAN INTERNATIONAL GROUP, INC.
(Registrant)
Date: February14, 2017 By:

/s/ James J. Killerlane III

Name: James J. Killerlane III
Title: Associate General Counsel and Assistant Secretary

EXHIBIT
INDEX

Exhibit No.

Description

10.1 Aggregate Excess of Loss Reinsurance Agreement, dated
January20, 2017, by and between AIG Assurance Company, AIG
Property Casualty Company, AIG Specialty Insurance Company,
AIU Insurance Company, American Home Assurance Company,
Commerce and Industry Insurance Company, Granite State
Insurance Company, Illinois National Insurance Co., Lexington
Insurance Company, National Union Fire Insurance Company of
Pittsburgh, Pa., New Hampshire Insurance Company and The
Insurance Company Of The State Of Pennsylvania and National
Indemnity Company (portions of this exhibit have been
redacted to a request for confidential treatment).
10.2 Trust Agreement, dated January20, 2017, by and among National
Union Fire Insurance Company of Pittsburgh, Pa., National
Indemnity Company, and Wells Fargo Bank, National Association
(portions of this exhibit have been redacted


About AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG)

American International Group, Inc. (AIG) is an insurance company. The Company provides a range of property casualty insurance, life insurance, retirement products, mortgage insurance and other financial services to customers in over 100 countries and jurisdictions. The Company operates through two segments: Commercial Insurance and Consumer Insurance, as well as a Corporate and Other category. Commercial Insurance has three operating segments: Property Casualty, Mortgage Guaranty and Institutional Markets. Commercial Insurance segment is a provider of insurance products and services for commercial and institutional customers. Consumer Insurance also has three operating segments: Retirement, Life and Personal Insurance. Consumer Insurance is a franchise that offers a portfolio of retirement, life insurance and property casualty products through multiple distribution networks. Corporate and Other includes the Company, as well as certain legacy assets and run-off insurance businesses.

AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) Recent Trading Information

AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) closed its last trading session up +0.75 at 66.89 with 7,933,744 shares trading hands.

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