NEW YORK — American International Group Inc. general counsel Anastasia Kelly, who resigned after a dispute over government-imposed pay limits, will reap about $3.8 million in severance, said people familiar with the matter.

AIG concluded that Kelly, 60, was owed the money after the New York-based insurer hired a law firm to review her conduct, according to the two people, who declined to be identified because the company hasn't announced the decision. Kelly resigned for "good reason" after her salary was cut, AIG said yesterday in a statement. Suzanne Folsom, the chief compliance officer, also left, AIG said.

Kelly told at least four other executives last month how to protect their pay and hired attorneys for advice, the people said. The five leaders wrote in Dec. 1 letters to AIG that they were prepared to resign if their pay was cut by Kenneth Feinberg, the Obama administration's special master for executive pay. AIG, once the world's biggest insurer, received a taxpayer-funded bailout valued at $182.3 billion, placing it under Feinberg's jurisdiction.

"General counsel are supposed to be setting a prime example of good ethics at a company, not acting as carpetbaggers as they leave," Frank Glassner, chief executive officer of Veritas Executive Compensation Consultants LLC, said today in an interview. "This severance pay is ridiculous."

Folsom, a former director of the World Bank in charge of an anti-corruption unit who was hired by Kelly in April 2008, will collect more than $1 million in severance, the people said.

Robert Benmosche, AIG's CEO, said in the statement he was "exceedingly grateful" for the work Kelly did "to help AIG recover from its financial crisis and the excellent counsel she has provided the company."

AIG hired Mike Delikat, a partner at New York-based Orrick, Herrington & Sutcliffe LLP, to assess Kelly's role in the pay dispute and gauge whether she acted in the company's best interest. Delikat declined to comment, other than to confirm that he led the team that reviewed Kelly's conduct. The Wall Street Journal reported yesterday that AIG was preparing to award severance pay to Kelly.

Christina Pretto, an AIG spokeswoman, declined to comment. Kelly and Folsom didn't return phone calls.

Kelly hired law firm Dickstein Shapiro LLP to represent her and four AIG managers concerned that Feinberg would impose limits on severance pay. The four other executives retracted their Dec. 1 letters, the people said. Feinberg later ruled that base salaries at AIG and three other firms shouldn't exceed $500,000, with some exceptions.

As general counsel, Kelly was involved in lawsuits against former CEO Maurice "Hank" Greenberg, including one accusing him of improperly taking $4.3 billion in stock. The company settled all lawsuits with Greenberg, 84, in November and said it would reimburse as much as $150 million of his legal fees.

Kelly was named in a September 2008 e-mail listing leaders who should be dismissed over AIG's near-collapse, according to Fortune magazine. The list was written by then-controller David Herzog, now chief financial officer. He urged former CEO Robert Willumstad to "clean the slate" for his government-appointed successor, Edward Liddy, the magazine reported.