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Kelly: AIG was unprepared for crisis - there was no-one in charge

NEW YORK (Bloomberg) — American International Group Inc. was unprepared for the financial crisis that forced the insurer to accept a $182.3 billion bailout from the US government, the company's former general counsel said.

AIG didn't have the "infrastructure to call upon to respond," Anastasia Kelly said yesterday at a corporate law conference at Georgetown University Law Center in Washington. Because the company was so diverse and global, "there was no one in charge," she said. Mark Herr, a spokesman for New York-based AIG, declined to comment.

AIG agreed in September 2008 to turn over a majority stake to the US after failing to get support from Warren Buffett's Berkshire Hathaway Inc. or arrange a loan through JPMorgan Chase & Co. and Goldman Sachs Group Inc. Robert Willumstad, who became AIG's third chief executive officer in three years when he took over in June of 2008, was replaced by the government before presenting the turnaround plan he'd been preparing.

Kelly, 60, joined law firm DLA Piper this month after leaving AIG in December in protest of government-imposed pay limits. Kenneth Feinberg, the Obama administration's special master for executive compensation, had ruled that base salaries there shouldn't exceed $500,000, with some exceptions. Kelly was awarded more than $3 million in severance from AIG.

The company wasn't prepared when former CEO Maurice (Hank) Greenberg departed in 2005, Kelly said in an interview. "Hank didn't plan to leave when he left, so the normal transition when a CEO leaves that you hope happens when a CEO leaves didn't happen."

Greenberg ran AIG for 38 years, exiting amid regulatory probes by former New York Attorney General Eliot Spitzer. Kelly said she has "a great deal of respect for the businesses he built". AIG, once the world's largest insurer, had operations in more than 100 nations.

"There wasn't focus on the fact that now that Hank's gone, what do we need, what kind of succession planning should we have in place," Kelly said. "A lot of companies have very robust human resource-driven succession plans, have people identified. AIG didn't have that. Maybe they would have had Hank stayed as long as he wanted to and had done it himself."

As general counsel, Kelly was involved in lawsuits against Greenberg, 84, including a case accusing him of improperly taking $4.3 billion in stock. A federal jury later rejected AIG's claims over the shares. The company settled all lawsuits with Greenberg in November and said it would reimburse as much as $150 million of his legal fees.

Greenberg's successor, Martin Sullivan, told analysts in 2007 that losses tied to the housing crisis would be manageable. He started a $5 billion share buyback that year, depleting funds before the company's investments plunged in value.

The initial bailout, an $85 billion, two-year credit line from the Federal Reserve in 2008, was expanded three times as AIG's trading partners demanded collateral on contracts in which the insurer guaranteed mortgage-linked investments.

Willumstad submitted written testimony in October 2008 to a congressional committee in which he described the company's attempts to secure bank loans or funding from Berkshire as only "precautionary steps."

"Through the first week of September, we believed AIG could weather the difficulties in the financial markets," Willumstad wrote in the testimony to the House Committee on Oversight and Government Reform.

An attempt to reach Willumstad through Brysam Global Partners, the New York-based private equity firm that he co-founded and where he is senior adviser, wasn't successful.

"It wasn't very tough," to resist an investment in AIG, Berkshire CEO Buffett said in an interview with Bloomberg Television last year. "They needed more than we could supply by far. I didn't know the extent of it, but I knew that."

Edward Liddy, who was named by the US to replace Willumstad, won additional funds and an extension of the credit line until 2013. Liddy stepped down in August 2009 and was replaced by Robert Benmosche.

Kelly has praised Liddy, telling Fortune magazine in an interview last month that "I'd walk through a wall for Ed Liddy."

Kelly joined AIG in 2006 to help the insurer recover from Spitzer's investigations. Kelly had been general counsel at MCI/WorldCom, Sears, Roebuck & Co. and Fannie Mae.

She was promoted to vice chairman of AIG in January 2009 and given control over the public relations and human resources departments. Those responsibilities helped her coordinate AIG's response to the economic crisis, Kelly has said.