X0304 4 2012-03-15 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001214148 BENMOSCHE ROBERT H 180 MAIDEN LANE NEW YORK NY 10038 1 1 President & CEO Common Stock 2012-03-16 4 A 0 5490.0000 28.0300 A 92285.0000 D Restricted Stock Unit 2012-03-15 4 M 0 40233.0000 D Common Stock 40233.0000 0.0000 D These shares are restricted from transfer until August 10, 2014 pursuant to the Annual Stock Salary Award Agreement with the Company dated January 3, 2012. This award reflects 10,291 shares less 4,801 shares withheld for taxes. Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price. This disposition reflects the vesting and payout of certain Troubled Asset Relief Program ("TARP") RSUs granted on March 15, 2010. In accordance with the provisions of the award agreement and AIG's repayment of at least 25 percent of the aggregate financial assistance received under TARP, the fair market value of 10,058 RSUs, net of applicable taxes, has been paid in cash. 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 Robert H. Benmosche 2012-03-19