SCHEDULE OF CHANGES TO THE
SERIES G PREFERRED STOCK LIQUIDATION PREFERENCE

The following increases and decreases to the liquidation preference of the Series G Preferred Stock have
been made: i

Date of Amount of increase / Aggregate liquidation Liquidation Signature of

increase / decrease in liquidation preference following such _ preference per authorized

decrease preference increase / decrease share signatory
'



‘NOTICE:

SIGNATURE GUARANTEED

Signature

The signature to this assignment must correspond
with the name as written upon the face of this
certificate in every particular, without

alteration or enlargement or any change whatever.

NOTICE: The signature(s) should be
guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings
and loan associations, and credit unions
with membership in an approved signature
guarantee medallion program), pursuant to
Rule 17Ad-15 under the Securities
Exchange Act of 1934.

| Me,


J// 014 30740

SERIES G CUMULATIVE MANDATORY
CONVERTIBLE PREFERRED STOCK
($0 INITIAL LIQUIDATION PREFERENCE)

NUMBER SHARES

D : 20,000

}

cd CUSIP 026874 716

AMERICAN INTERNATIONAL GROUP, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE
IN THE CITY OF SOUTH ST. PAUL, MINNESOTA

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES AGE OF 1933, AS AMENDED (THE

“SECURITIES ACT”), OR THE SECURITI F ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE HEDGED IN ANY MANNER
(INCLUDING THROUGH THE ENTRY INTO CA: ERIVATIVE i
INSTRUMENTS) (A) AT ANY TIME ON OR PRIOR TO RMINATION DATE,

EXCEPT TO A SPECIAL PURPOSE VEHICLE WHOLLY-OWNED BY THE UNITED
STATES DEPARTMENT OF THE TREASURY, AND (B) AT ANY TIME AFTER THE
TERMINATION DATE EXCEPT PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE!
SECURITIES LAWS AND IN COMPLIANCE WITH SUCH LAWS.

This is to certify that the UNITED STATES DEPARTMENT OF THE TREASURY is
the owner of TWENTY THOUSAND (20,000) fully paid and non-assessable shares of Series G
Cumulative Mandatory Convertible Preferred Stock, $5.00 par value, initial liquidation
preference $0 per share (the “Stock”), of the American International Group, Inc. (the
“Company”), transferable on the books of the Company by the holder hereof in person or by
duly authorized attorney upon surrender of this certificate properly endorsed. Capitalized terms
used herein but not defined shall have the respective meanings given them in the Certificate of
Designations for the Stock dated January 14, 2011.


This certificate is not valid or obligatory for any purpose unless countersigned wd
registered by the Transfer Agent, Conversion Agent and Registrar.

Witness the facsimile seal of the Company and the facsimile signatures of its duly
authorized officers.

Dated: January 14, 2011

pt ao lelary A. WDbo

Naper David L. Herzog” Name: Jefirey A. Welikson
‘tle: Executive Vice Pri it and Title: Vice President, Corporate Se
Chief Financial Officer and Deputy General Counsel

COUNTERSIGNED AND REGISTERED:
WELLS FARGO BANK, N.A.,
AS TRANSFER AGENT, CONVERSION
AGENT AND REGISTRAR

Midd fill _

Authorized Signature



AMERICAN INTERNATIONAL GROUP, INC.

AMERICAN INTERNATIONAL GROUP, INC. (the “Company”) will furnish, without charge to
each stockholder who so requests, a copy of the certificate of designations establishing the powers,
preferences and relative, participating, optional or other special rights of each class of stock of the Company
or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights applicable
to each class of stock of the Company or series thereof. Such information may be obtained by a repvest in
writing to the Secretary of the Company at its principal place of business.

This certificate and the share or shares represented hereby are issued and shall be held subject to all
of the provisions of the Company’s Restated Certificate of Incorporation, as amended, and the Certificate of
Designations of the Series G Cumulative Mandatory Convertible Preferred Stock (copies of which are on file
with the Transfer Agent), to all of which the holder, by acceptance hereof, assents. ‘

The following abbreviations, wh d in the inscription on the face of this certificate, shall be
construed as though they were written ou Bh CANCE laws or regulations:
TEN COM - as tenants in common bkgp MIN ACT- Custodian
TEN ENT - as tenants by the entireties (Minor) » (Cust)
JTTEN~ - as joint tenants with right of under Uniform Gifts to Minorg Act
survivorship and not as
tenants in common (State)

Additional abbreviations may also be used though not in the above list. |

For value received, hereby sell(s), assign(s) and transfer(s) unto |

PLEASE INSERT SOCIAL SECURITY OR OTHER ;
IDENTIFYING NUMBER OF ASSIGNEE |

|
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ‘ASSIGNEE

shares
of the capital stock represented by the within certificate, and do(es) hereby irrevocably constitute aud lappoint
Attorney to transfer the said stock on the books of the within named Cpmeeny

with
full power of substitution in the premises.

Dated