X0202 4 2008-05-14 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001193035 HOLBROOKE RICHARD C PERSEUS LLC 1325 AVENUE OF AMERICAS NEW YORK NY 10019 1 Deferred Stock Unit 0 2008-05-14 4 A 0 3169 0 A Common Stock 3169 5858 D Grant of deferred stock units pursuant to the American International Group, Inc. Amended and Restated 2007 Stock Incentive Plan (the ''Plan''). Subject to the terms of the Plan and award agreement, shares of AIG Common Stock underlying the deferred stock units will be deliverable, without any cash consideration and conditions, on the last trading day of the month in which the director ceases to be a director of American International Group, Inc. The award includes dividend equivalent rights payable in the form of deferred stock units. Richard C. Holbrooke by Eric N. Litzky, Attorney-in-Fact 2008-05-15