X0303 4 2010-01-07 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001331793 Herzog David L AMERICAN INTERNATIONAL GROUP, INC. 70 PINE ST. NEW YORK NY 10270 1 Executive VP & CFO Restricted Stock Unit 0 2010-01-07 4 A 0 4084 0 A Common Stock 4084 4084 D These securities do not carry a conversion price or expiration date. This award represents fully vested RSUs; one third of the award will be payable in cash based on AIG's share price on the second anniversary of the deemed grant date, one third based on AIG's share price on the third anniversary of the deemed grant date, and one third based on AIG's share price on the fourth anniversary of the deemed grant date, unless the timing is accelerated as a result of AIG's repayment of federal government funding. In each case, the RSUs will be paid on the next payroll date after the amount is determined. This award reflects 4,177 shares less the 93 shares withheld for taxes. /s/ Kathleen E. Shannon, by POA for David L. Herzog 2010-01-11