X0303 4 2010-04-01 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001452446 Hancock Peter D. AMERICAN INTERNATIONAL GROUP, INC. 70 PINE ST. NEW YORK NY 10270 1 Executive Vice President Restricted Stock Unit 2010-04-01 4 A 0 2645 0 A Common Stock 2645 11624 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 grant date, one third based on AIG's share price on the second anniversary of the grant date, and one third based on AIG's share price on the third anniversary of the grant date. In each case, the RSUs will be paid on the next payroll date after the amount is determined. This award reflects 2,706 shares less the 61 shares withheld for taxes. These securities do not have an exercisable date or expiration date. /s/ Kathleen E. Shannon, by POA for Peter D. Hancock 2010-04-05