X0303 4 2008-07-16 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001225708 WILLUMSTAD ROBERT B AMERICAN INTERNATIONAL GROUP, INC. 70 PINE ST. NEW YORK NY 10270 1 1 Chairman & CEO Restricted Stock 0 2008-07-16 4 A 0 1052406 0 A Common Stock 1052406 1052406 D Stock Option (Right to Buy) 23.28 2008-07-16 4 A 0 0 0 A 2018-07-16 Common Stock 0 0 D Stock Option (Right to Buy) 23.28 2008-07-16 4 A 0 0 0 A 2009-07-16 2018-07-16 Common Stock 0 0 D Stock Option (Right to Buy) 23.28 2008-07-16 4 A 0 0 0 A 2010-07-16 2018-07-16 Common Stock 0 0 D Stock Option (Right to Buy) 23.28 2008-07-16 4 A 0 0 0 A 2011-07-16 2018-07-16 Common Stock 0 0 D This restricted stock award was granted under the American International Group, Inc. Amended and Restated 2007 Stock Incentive Plan. One third of the restricted stock becomes vested on the second anniversary date of the grant, one third on the third anniversary date of the grant, and one third on the fourth anniversary date of the grant. The total number of options reported on this Form 4 will be calculated using AIG's option pricing model and an award value of $12,000,000 as of the date of grant. Subject to the terms of AIG's Amended and Restated 2007 Stock Incentive Plan, one third of the options will become exercisable in equal installments on each of the dates of exercisability indicated in the table; one third will become exercisable if and when the closing price of AIG Common Stock is at least 125% of the exercise price over a 15-day trading period on the New York Stock Exchange; and one third will become exercisable if and when the closing price of AIG Common Stock is at least 150% of the exercise price for the same length of time. /s/ Kathleen E. Shannon, by POA for Robert B. Willumstad 2008-07-18