X0202 4 2004-07-28 0 0000005272 AMERICAN INTERNATIONAL GROUP INC (AIG) 0001236614 WINTROB JAY S 1 SUNAMERICA CENTER LOS ANGELES CA 90067 0 1 0 0 Executive Vice President Common Stock 2004-07-28 4 M 0 148051 6.2466 A 1195345.00 D Common Stock 150000.00 I As Trustee Common Stock 4009.00 I As Trustee for sons Common Stock 290.04 I By 401(k) Employee Stock Option (Right to Buy) 6.2466 2004-07-28 4 M 0 162316 D 1998-07-29 2004-07-29 Common Stock 162316.00 0.00 D On July 28, 2004, Mr. Wintrob exercised options for 162,316 shares using previously owned shares to pay the option exercise price. This acquisition reflects the number of options exercised less the 14,265 shares surrendered to pay the option exercise price. Beneficial ownership is disclaimed. These options were granted under SunAmerica, Inc.'s 1988 Employee Stock 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 2004-07-29