X0303 4 2010-04-02 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001236614 WINTROB JAY S 1 SUNAMERICA CENTER LOS ANGELES CA 90067 1 Executive Vice President Restricted Stock Unit 2010-04-02 4 A 0 3914 0 A Common Stock 3914 34334 D Restricted Stock Unit 30.12 2010-04-05 4 M 0 1473.9 0 D Common Stock 1473.9 105383.82 D These securities do not carry a conversion or exercise price. This award represents fully vested RSUs; one third of the award will be payable in cash based on AIG's share price on the first anniversary of the deemed grant date, one third based on AIG's share price on the second anniversary of the deemed grant date, and one third based on AIG's share price on the third anniversary of the deemed grant date. In each case, the RSUs will be paid on the next payroll date after the amount is determined. For the purposes of determining the timing and amount of payment, the award is considered earned over the period since April 1, 2010, with the appropriate part deemed granted on each of the regular 2010 payroll dates. This award reflects 4,021 shares less the 107 shares withheld for taxes. These securities do not have an exercisable date or expiration date. Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price. Represents the payment in cash of $51,674.92, net of applicable taxes, in settlement of stock salary based on AIG's share price on April 5, 2010. The settlement date for this award was accelerated by one year after certification to the Special Master for TARP Executive Compensation that AIG had completed a corporate transaction that resulted in a repayment to the Federal Reserve Bank of New York. /s/ Kathleen E. Shannon, by POA for Jay S. Wintrob 2010-04-05