X0202 4 2005-11-21 0 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001236599 GREENBERG MAURICE R 399 PARK AVENUE 17TH FLOOR NEW YORK NY 10022 0 0 1 0 Contract 2005-11-21 4 J 0 372005 A Common Stock 372005 372005 I See Footnotes On November 21, 2005, C. V. Starr & Co., Inc. ("CV Starr") entered into a variable pre-paid forward sale contract (the "Confirmation") for up to 2,917,916 shares (the "Maximum Number") of American International Group, Inc. common stock (the "Common Stock") pursuant to a Master Terms and Conditions for Pre-Paid Forward Contracts, dated as of November 15, 2005 (together with the Confirmation, the "Citibank Contract"), by and between CV Starr and Citibank, N.A. ("Citibank"). The final terms of the Citibank Contract, including the Maximum Number of shares deliverable by CV Starr upon settlement, were determined in unsolicited brokerage transactions by Citibank (or its affiliate) over a specified execution period beginning on November 18, 2005, in accordance with the Securities and Exchange Commission?s interpretative letter to Goldman, Sachs & Co., dated December 20,1999. -- CONTINUES ONTO THE NEXT FOOTNOTE SEE ABOVE FOOTNOTE -- CV Starr has received aggregate proceeds of $160,000,000 under the Citibank Contract. As discussed in footnote (5) below, Mr. Greenberg has only reported his proportionate interest (12.749%) in the shares of the Common Stock held by CV Starr and in transactions in such shares. The Citibank Contract provides that for each of the 10 Scheduled Trading Days (as defined in the Citibank Contract) prior to and including December 10, 2008 (the "Settlement Dates"), CV Starr will deliver a number of shares of Common Stock to Citibank (or, at the election of CV Starr, the cash equivalent of such shares) determined with respect to each Settlement Date as follows: (a) if the Relevant Price (as defined in the Citibank Contract) per share of the Common Stock (the "Settlement Price") is less than or equal to $66.8540 (the "Forward Floor Price"), a delivery of 1/10 of the Maximum Number of shares of Common Stock, subject to rounding; (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $86.9102 per share (the "Forward Cap Price"), a delivery of shares equal to the Forward Floor Price/Settlement Price x 1/10 of the Maximum Number of shares of Common Stock, subject to rounding; -- CONTINUES ONTO THE NEXT FOOTNOTE SEE ABOVE FOOTNOTE -- and (c) if the Settlement Price is greater than the Forward Cap Price, a delivery of shares equal to ((Forward Floor Price + (Settlement Price ? Forward Cap Price)) / Settlement Price) x 1/10 of the Maximum Number of shares of Common Stock, subject to rounding. As discussed in footnote (5) below, Mr. Greenberg has only reported his proportionate interest (12.749%) in the shares of the Common Stock held by CV Starr and in transactions in such shares. Mr. Greenberg owns 12.749% of the outstanding common stock of CV Starr. Mr. Greenberg has the right to direct the voting of 32.271% of the outstanding voting shares of CV Starr, including 19.522% as a result of certain irrevocable proxies granted to Mr. Greenberg by other stockholders of CV Starr, which proxies expire January 17, 2005. CV Starr has 1984, 1989 and 1994 Employee Stock Option Plans (the "Starr SOPs"), under which certain key employees of CV Starr, including Mr. Greenberg, are granted options with respect to shares of common stock of American International Group, Inc. ("AIG"). CV Starr maintains a 1972 Employee Stock Purchase Plan (the "Starr Purchase Plan"), under which employees of CV Starr, including Mr. Greenberg, are given the right to subscribe for shares of AIG common stock. As a result of the factors discussed in footnote (5) above, Mr. Greenberg may be deemed to have a pecuniary interest in the shares of AIG common stock beneficially owned by CV Starr, including those used to satisfy exercises under the Starr SOPs and those used to satisfy rights under the Starr Purchase Plan. Mr. Greenberg believes that any pecuniary interest he may have in the shares of AIG common stock beneficially owned by CV Starr, including those used to satisfy exercises under the Starr SOPs and those used to satisfy rights under the Starr Purchase Plan, in each case does not exceed the percentage of his common stock ownership of CV Starr. Accordingly, Mr. Greenberg has reported only his proportionate interest (12.749%) of the transactions by CV Starr in AIG common stock. Mr. Greenberg disclaims the beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock owned by CV Starr. Mr. Greenberg may be deemed to beneficially own more than 10% of the common stock of American International Group, Inc. under Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a result of him being deemed a member of a group under Section 13(d)(3) of the Exchange Act. /s/ Maurice R. Greenberg 2005-11-23