X0304 4 2011-12-28 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001236593 DOOLEY WILLIAM N AMERICAN INTERNATIONAL GROUP, INC. 180 MAIDEN LANE NEW YORK NY 10038 1 Executive Vice President Restricted Stock Unit 31.5000 2011-12-28 4 M 0 308.4005 D Common Stock 308.4005 20960.5995 D Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price. This disposition reflects certain tax withholding from the vesting of the TARP RSUs granted on December 28, 2009. The RSUs will be payable in cash based on AIG's share price on the first date ON OR AFTER THE THIRD ANNIVERSARY OF THE GRANT DATE that: (i) with respect to 25% of the RSUs, AIG has repaid at least 25% of the aggregate financial assistance received under the Troubled Asset Relief Program (the "TARP Assistance"), (ii) with respect to an additional 25% of the RSUs, AIG has repaid at least 50% of the TARP Assistance, (iii) with respect to an additional 25% of the RSUs, AIG has repaid at least 75% of the TARP Assistance, and (iv) with respect to the remainder of the RSUs, AIG has repaid 100% of the TARP Assistance. In each case, the RSUs will be paid promptly after the amount is determined. These securities do not have an exercisable date or expiration date. These securities do not carry a conversion or exercise price. /s/ Kathleen E. Shannon, by POA for William N. Dooley 2011-12-30