X0303 4 2010-03-19 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001236614 WINTROB JAY S 1 SUNAMERICA CENTER LOS ANGELES CA 90067 1 Executive Vice President Restricted Stock Unit 2010-03-19 4 A 0 3836 0 A Common Stock 3836 30420 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 3,941 shares less the 105 shares withheld for taxes. /s/ Kathleen E. Shannon, by POA for Jay S. Wintrob 2010-03-22