X0303 4 2010-03-15 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001214148 BENMOSCHE ROBERT H AMERICAN INTERNATIONAL GROUP, INC. 70 PINE ST., 18TH FLOOR NEW YORK NY 10270 1 1 President & CEO Restricted Stock Unit 2010-03-15 4 A 0 40233 0 A Common Stock 40233 40233 D These securities do not carry a conversion price or expiration date. This award represents RSUs that will vest on the second anniversary of grant. Thereafter, the RSUs will be payable in cash or Common Stock based on AIG's share price on the first date at which: (i) with respect to 25% of the RSUs, AIG has repaid at least 25% of the aggregate financial assistance received under the Troubled Asset Relief Program (the "TARP Assistance"), (ii) with respect to an additional 25% of the RSUs, AIG has repaid at least 50% of the TARP Assistance, (iii) with respect to an additional 25% of the RSUs, AIG has repaid at least 75% of the TARP Assistance, and (iv) with respect to the remainder of the RSUs, AIG has repaid 100% of the TARP Assistance. In each case, the RSUs will be paid promptly after the amount is determined. /s/ Kathleen E. Shannon, by POA for Robert H. Benmosche 2010-03-17