X0305 4 2012-05-29 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001236614 WINTROB JAY S 1 SUNAMERICA CENTER LOS ANGELES CA 90067 1 Executive Vice President Long-Term Performance Units 37.8800 2012-05-29 4 M 0 393.5591 D Common Stock 393.5591 154.8485 D Restricted Stock Unit 30.1200 2012-05-29 4 M 0 1473.8995 D Common Stock 1473.8995 22634.8665 D Restricted Stock Unit 33.5400 2012-05-29 4 M 0 2624.9190 D Common Stock 2624.9190 83134.6990 D Restricted Stock Unit 2012-05-30 4 A 0 7462.6294 A Common Stock 7462.6294 67226.2731 D Restricted Stock Unit 33.4600 2012-05-30 4 M 0 2488.4044 D Common Stock 2488.4044 22911.1879 D Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price. Represents the payment in cash of an aggregate amount of $89,890.28, net of applicable taxes, in settlement of fully vested LTPUs (both the portion originally granted as common stock and the hybrid portion converted into common stock on April 14, 2011). These securities do not have an exercisable date or expiration date. These securities do not carry a conversion or exercise price. Represents the payment in cash of $43,892.73, net of applicable taxes, in settlement of stock salary based on AIG's share price on May 29, 2012. The settlement date for this award was accelerated by one year after certification to the Special Master for TARP Executive Compensation that AIG had completed a corporate transaction that resulted in a repayment to the Federal Reserve Bank of New York. 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 7,665.5706 shares less the 202.9412 shares withheld for taxes. Represents the payment in cash of $71,890.01, net of applicable taxes, in settlement of stock salary based on AIG's share price on May 30, 2012. /s/ Kathleen E. Shannon, by POA for Jay S. Wintrob 2012-05-31