X0202 4/A 2005-12-08 2006-01-04 0 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001236599 GREENBERG MAURICE R 399 PARK AVENUE 17TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2005-12-08 4 J 0 41638 0.00 D 3070819 I See Footnotes Common Stock 2005-12-30 4 J 0 2175895 0.00 A 5246714 I See Footnotes Common Stock 2005-12-30 4 J 0 60656 0.00 A 5307370 I See Footnotes Common Stock 2006-01-04 4 J 0 135925 0.00 A 5443295 I See Footnotes Common Stock 43488151 D Common Stock 106627 I See Footnotes Common Stock 18644278 I See Footnotes Prior to the reported transactions, Mr. Greenberg held 10.847% of the total outstanding shares of voting and nonvoting common stock of C. V. Starr & Co., Inc. ("CV Starr") and had the right to direct the voting of 32.271% of the shares of voting common stock of CV Starr including 19.522% as a result of certain irrevocable proxies granted to Mr. Greenberg by certain other stockholders of CV Starr, which proxies expire at or prior to 11:59 p.m., New York City time, on January 17, 2006. CV Starr beneficially owns 28,692,968 shares of American International Group, Inc. ("AIG") common stock, excluding 18,644,278 shares of AIG common stock that are held by C. V. Starr & Co., Inc. Trust (the "CV Starr Trust"), for which CV Starr is a beneficiary and Mr. Greenberg is a trustee. As a result of the factors discussed in footnote 1 above, Mr. Greenberg may be deemed to have a pecuniary interest in the shares of AIG common stock beneficially owned by CV Starr. Mr. Greenberg believes that any pecuniary interest he may have in shares of AIG common stock beneficially owned by CV Starr does not exceed the percentage of his common stock ownership of CV Starr. Accordingly, Mr. Greenberg has reported only the effect on his proportionate interest in CV Starr of the transactions by CV Starr in its voting and nonvoting common stock. Mr. Greenberg disclaims the beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock owned by CV Starr. Due to transactions on December 8, 2005 between CV Starr and persons other than Mr. Greenberg, the number of outstanding shares of voting common stock of CV Starr increased by 250 shares and the number of outstanding shares of nonvoting common stock of CV Starr increased by 250 shares, causing Mr. Greenberg's proportionate interest in CV Starr to decrease to 10.702%. On December 30, 2005, CV Starr accepted for payment 11,000 shares of its voting common stock and 4,500 shares of its nonvoting common stock from persons other than Mr. Greenberg in the initial offering period of its self tender offer commenced on December 1, 2005, causing Mr. Greenberg's proportionate interest in CV Starr to increase to 18.286%. Due to a transaction on December 30, 2005 between CV Starr and a person other than Mr. Greenberg, the number of outstanding shares of voting common stock of CV Starr decreased by 250 shares, causing Mr. Greenberg's proportionate interest in CV Starr to increase to 18.497%. Due to a transaction on January 4, 2006 between CV Starr and a person other than Mr. Greenberg, the number of outstanding shares of voting common stock of CV Starr decreased by 540 shares, causing Mr. Greenberg's proportionate interest in CV Starr to increase to 18.971%. Following the foregoing reported transactions, Mr. Greenberg has the right to direct the voting of 35.921% of the outstanding shares of voting common stock of CV Starr, including 15.755% as a result of certain irrevocable proxies granted to Mr. Greenberg by certain other stockholders of CV Starr, which proxies expire at or prior to 11:59 p.m., New York City time, on January 17, 2006. Mr. Greenberg holds 43,488,151 shares of common stock of AIG directly (52 individually and 43,488,099 as a tenant in common with his wife). 106,627 shares of common stock of AIG are held in family trusts for which Mr. Greenberg is the trustee. Mr. Greenberg may be deemed to be the beneficial owner of, and to have a pecuniary interest in, the shares of AIG common stock held by the family trusts. Mr. Greenberg disclaims the beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock held by the family trusts. Mr. Greenberg may be deemed to be the beneficial owner of, and to have a pecuniary interest in, the shares of AIG common stock held by the CV Starr Trust. Mr. Greenberg disclaims the beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock held by the CV Starr Trust. 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. By: /s/ Maurice R. Greenberg 2006-01-11