X0202 4 2006-03-09 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 2006-03-09 4 J 0 5000000 0.00 D 38121566 D Common Stock 6335018 I See Footnotes Common Stock 18644278 I See Footnotes Common Stock 107916 I See Footnote Common Stock 381507 I See Footnote On March 9, 2006, Mr. and Mrs. Greenberg entered into an agreement to transfer 5,000,000 shares of American International Group, Inc. ("AIG") common stock held as tenants in common to the 2006 MRG/CPG Volaris Trust. Pursuant to Rule 16a-8 of the Securities and Exchange Act, Mr. Greenberg does not have a pecuniary interest in the shares of AIG common stock transferred to the 2006 MRG/CPG Volaris Trust. After the reported transaction, Mr. Greenberg holds 38,121,566 shares of common stock of AIG directly (52 individually and 38,121,514 as a tenant in common with his wife). Mr. Greenberg holds 26.737% of the total outstanding shares of voting and nonvoting common stock of C. V. Starr & Co., Inc. ("CV Starr"). CV Starr beneficially owns 23,692,968 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 2 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. 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 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. 107,916 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. 381,507 shares of common stock of AIG are held in The Maurice R. and Corinne P. Greenberg Family Foundation, Inc. (the "Greenberg Foundation"), of which Mr. Greenberg is a director. 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 Greenberg Foundation. Mr. Greenberg disclaims the beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock held by the Greenberg Foundation. 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/ Bertil P-H Lundqvist, Attorney-in-Fact; /s/ Leif B. King, Attorney-in-Fact for Maurice R. Greenberg 2006-03-13