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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Act of 1933
Release No. 8516 / December 20, 2004

Securities Exchange Act of 1934
Release No. 50890 / December 20, 2004


In the Matter of

AMERICAN INTERNATIONAL GROUP, INC.,

Respondent.



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ORDER UNDER SECTION 27A(b) OF THE SECURITIES ACT OF 1933, AND SECTION 21E(b) OF THE SECURITIES EXCHANGE ACT OF 1934, GRANTING WAIVERS OF THE DISQUALIFICATION PROVISIONS OF SECTION 27A(b)(1)(A)(ii) OF THE SECURITIES ACT AND SECTION 21E(b)(1)(A)(ii) OF THE EXCHANGE ACT

American International Group, Inc. ("AIG"), has submitted a letter, dated November 18, 2004, requesting a waiver of the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act of 1933 ("Securities Act") and Section 21E(b)(1)(A)(ii) of the Securities Exchange Act of 1934 ("Exchange Act") arising from the settlement of a civil injunctive proceeding with the Commission. On November 30, 2004, the Commission filed a civil injunctive complaint against AIG in the United States District Court for the District of Columbia alleging that AIG violated Section 10(b) of the Exchange Act, Rule 10b-5 thereunder, and Section 17(a) of the Securities Act, and aided and abetted violations of Section 13(b)(2)(A) of the Exchange Act and Rules 12b-20 and 13a-13 thereunder. AIG filed a "Consent of Defendant American International Group, Inc." in which it agreed, without admitting or denying the allegations of the Commission's complaint, to the entry of a Final Judgment against it. Among other things, the Final Judgment dated December 2, 2004, permanently enjoins AIG from violating Section 10(b) of the Exchange Act, Rule 10b-5 thereunder, and Section 17(a) of the Securities Act, and aiding and abetting violations of Section 13(b)(2)(A) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder, orders AIG to pay $39,821,000 in disgorgement plus $6,545,000 interest, and requires AIG to comply with certain undertakings.

The safe harbor provisions of Section 27A(c) of the Securities Act and Section 21E(c) of the Exchange Act are not available for any forward looking statement that is "made with respect to the business or operations of the issuer, if the issuer . . . during the 3-year period preceding the date on which the statement was first made . . . has been made the subject of a judicial or administrative decree or order arising out of a governmental action that (I) prohibits future violations of the antifraud provisions of the securities laws; (II) requires that the issuer cease and desist from violating the antifraud provisions of the securities laws; or (III) determines that the issuer violated the antifraud provisions of the securities laws[.]" Section 27A(b)(1)(A)(ii) of the Securities Act; Section 21E(b)(1)(A)(ii) of the Exchange Act. The disqualifications may be waived "to the extent otherwise specifically provided by rule, regulation, or order of the Commission." Section 27A(b) of the Securities Act; Section 21E(b) of the Exchange Act.

Based on the representations set forth in AIG's November 18, 2004 request, the Commission has determined that, under the circumstances, the request for a waiver of the disqualifications resulting from the entry of the Final Judgment is appropriate and should be granted.

Accordingly, IT IS ORDERED, pursuant to Section 27A(b) of the Securities Act and Section 21E(b) of the Exchange Act, that a waiver from the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act and Section 21E(b)(1)(A)(ii) of the Exchange Act as to AIG resulting from the entry of the Final Judgment is hereby granted.

By the Commission.

Jonathan G. Katz
Secretary


http://www.sec.gov/litigation/admin/33-8516.htm


Modified: 12/20/2004