X0303 4 2010-05-28 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001227438 RUSSO THOMAS A AMERICAN INTERNATIONAL GROUP, INC. 70 PINE STREET NEW YORK NY 10270 1 EVP & General Counsel Long-Term Performance Units 35.38 2010-05-28 4 A 0 1757.0725 0 A Common Stock 1757.0725 1757.0725 D Long-Term Performance Units 35.38 2010-05-28 4 A 0 574.0313 0 A Common Stock 574.0313 2331.1038 D Restricted Stock Unit 2010-05-28 4 D 0 3958 0 D Common Stock 3958 0 D Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price. This award represents the portion of a grant of fully vested LPTUs that is based on the value of common stock, net of the value of 9.4622 shares withheld for taxes. The LTPUs are based on a mix of common stock and AIG's 8.175% Series A-6 Junior Subordinated Debentures (the "Hybrid Securities"), and represent 20 percent common stock and 80 percent Hybrid Securities, by value, on the date of grant. This award will be payable in cash based on the values of the underlying securities on the third anniversary of the deemed grant date. For the purposes of determining the timing and amount of payment, the award is considered earned over the period since January 1, 2010, with the appropriate part deemed granted on the 15th and the 30th day of each month. These securities do not have an exercisable date or expiration date. These securities do not carry a conversion or exercise price. This award represents the portion of a grant of fully vested LPTUs that is based on the value of common stock, net of the value of 14.8136 shares withheld for taxes. The LTPUs are based on a mix of common stock and AIG's 8.175% Series A-6 Junior Subordinated Debentures (the "Hybrid Securities"), and represent 20 percent common stock and 80 percent Hybrid Securities, by value, on the date of grant. This award will be payable in cash based on the values of the underlying securities on the first anniversary of the deemed grant date. For the purposes of determining the timing and amount of payment, the award is considered earned over the period since January 1, 2010, with the appropriate part deemed granted on the 15th and the 30th day of each month. In connection with a new grant of fully vested long-term performance units ("LTPUs") in accordance with the 2010 determinations of the Special Master for TARP Executive Compensation, stock salary granted in 2010 in the form of RSU's before the 2010 determinations has been cancelled. /s/ Kathleen E. Shannon, by POA for Thomas A. Russo 2010-06-02