WALSH NICHOLAS C 4

4 · AMERICAN INTERNATIONAL GROUP INC · Filed Dec 19, 2011

Form 4

Period: 2011-12-15

Executive Vice President

Transactions

Exercise/Conversion
Long-Term Performance Units
2011-12-15−238.492→ 2,833.904 total
Exercise: $35.38→ Common Stock (238.492 underlying)
Exercise/Conversion
Restricted Stock Unit
2011-12-15−1,568.856→ 97,481.606 total
Exercise: $33.54→ Common Stock (1,568.856 underlying)
Award
Restricted Stock Unit
2011-12-15+7,888.848→ 7,888.848 total
Exercise: $23.22→ Common Stock (7,888.848 underlying)

Footnotes (5)

[F1]Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price.
[F2]Represents the payment in cash of an aggregate amount of $41,966.62, 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).
[F3]These securities do not have an exercisable date or expiration date.
[F4]These securities do not carry a conversion or exercise price.
[F5]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 8,119.7962 shares less the 230.9479 shares withheld for taxes.

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