X0304 4 2012-03-22 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001214148 BENMOSCHE ROBERT H 180 MAIDEN LANE NEW YORK NY 10038 1 1 President & CEO Restricted Stock Unit 2012-03-22 4 M 0 10058.2500 D Common Stock 10058.2500 20116.5000 D Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price. This disposition reflects the payout of certain Troubled Asset Relief Program ("TARP") RSUs granted on March 15, 2010 and vested on March 15, 2012. In accordance with the provisions of the award agreement and AIG's repayment of at least 50 percent of the aggregate financial assistance received under TARP as of March 22, 2012, the fair market value of 10,058.25 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 2012-03-23