X0202 4 2005-12-21 0 0000005272 AMERICAN INTERNATIONAL GROUP INC (AIG) 0001236604 MARTIN RODNEY O JR 2929 ALLEN PARKWAY HOUSTON TX 77019 0 1 0 0 Executive Vice President Common Stock 2006-01-17 4 M 0 3333 30.44 A 58380.00 D Common Stock 2005-12-21 4 I 0 5101.38 0 D 1206.47 I By 401(k) Common Stock 1033.00 I By IRA Common Stock 1125.00 I Held by wife's IRA Employee Stock Option (Right to Buy) 30.44 2006-01-17 4 M 0 8974 D 2000-03-13 2006-03-13 Common Stock 8974.00 0.00 D On January 17, 2006, Mr. Martin exercised options for 8,974 shares using previously owned shares to pay for the options pursuant to American General Corporation's option plan. This acquisition reflects the number of options exercised net of the shares used for the exercise price (3,957 shares) and the taxes (1,684 shares) on the transaction. The purpose of this disposition was to reallocate certain 401(k) assets. Beneficial ownership is disclaimed. These options were granted under American General Corporation's employee option plan. Pursuant to the terms of the plan, 25% of the option becomes exercisable on the anniversary date of the grant in each of the four years following the grant. By: /s/ Kathleen E. Shannon, by power of attorney for 2006-01-19