X0305 4 2012-04-13 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001236614 WINTROB JAY S 1 SUNAMERICA CENTER LOS ANGELES CA 90067 1 Executive Vice President Restricted Stock Unit 2012-04-13 4 A 0 46464.5192 A Common Stock 46464.5192 46464.5192 D Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price. This award represents fully vested RSUs; one third of the award will be payable in cash based on AIG's share price on the first anniversary of the deemed grant date, one third based on AIG's share price on the second anniversary of the deemed grant date, and one third based on AIG's share price on the third anniversary of the deemed grant date. This award reflects 47,728.0891 shares less the 1,263.5699 shares withheld for taxes. For the purposes of determining the timing and amount of payment, the award is considered earned over the period since January 1, 2012 through April 15, 2012 with the appropriate part deemed granted on the fifteenth and thirtieth of each month. 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 Jay S. Wintrob 2012-04-17