X0306 4 2014-12-17 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001331793 Herzog David L AMERICAN INTERNATIONAL GROUP, INC. 175 WATER STREET NEW YORK NY 10038 1 Executive VP & CFO Restricted Stock Unit 34.9500 2014-12-17 4 M 0 15321.0000 D Common Stock 15321.0000 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 17, 2012 that vested on December 17, 2014. 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 17, 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 17, 2012 will vest and be paid on December 17, 2015. These securities do not have an exercisable date or expiration date. These securities do not carry a conversion or exercise price. /s/ Patricia M. Carroll, by POA for David L. Herzog 2014-12-19