X0306 4 2013-12-19 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001530806 Cowan Michael R. AMERICAN INTERNATIONAL GROUP, INC. 180 MAIDEN LANE NEW YORK NY 10038 1 Executive Vice President Restricted Stock Unit 22.3600 2013-12-19 4 M 0 6395.0000 D Common Stock 6395.0000 0.0000 D Represents AIG's share price on the date of grant. These securities do not carry a conversion or exercise price. Represents the payout of 50% of the Troubled Asset Relief Program ("TARP") RSUs granted on December 19, 2011 that vested on December 19, 2013. In accordance with the provisions of the award agreement and AIG's repayment of 100 percent of the aggregate financial assistance received under TARP as of December 14, 2012, the fair market value of these TARP RSUs is being paid in cash, subject to applicable taxes. The remaining 50% of the TARP RSUs granted on December 19, 2011 will vest and be paid on December 19, 2014. These securities do not have an exercisable date or expiration date. These securities do not carry a conversion or exercise price. /s/ James J. Killerlane III, by POA for Michael R. Cowan 2013-12-23