X0306 4 2012-12-28 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001236579 SCHREIBER BRIAN T AMERICAN INTERNATIONAL GROUP, INC. 180 MAIDEN LANE NEW YORK NY 10038 1 Executive Vice President Restricted Stock Unit 34.5800 2012-12-28 4 A 0 4765.2861 A Common Stock 4765.2861 4765.2861 D Restricted Stock Unit 31.5000 2012-12-28 4 M 0 16267.6487 D Common Stock 16267.6487 0.0000 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 4,904.3691 shares less 139.0830 shares withheld for taxes. These securities do not have an exercisable date or expiration date. 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 December 28, 2009 and vested on December 28, 2011. In accordance with the provisions of the award agreement and AIG's repayment of 100 percent of the financial assistance received under TARP as of December 14, 2012, the fair market value of 16,267.6487 RSUs, before applicable taxes, is being paid in cash. /s/ Patricia M. Carroll, by POA for Brian T. Schreiber 2013-01-02