X0303 4/A 2010-05-28 2010-06-02 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001454566 Machon Monika M AMERICAN INTERNATIONAL GROUP, INC., 70 PINE ST. NEW YORK NY 10270 1 Senior Vice President Long-Term Performance Units 35.38 2010-05-28 4 A 0 1586.725 0 A Common Stock 1586.725 1586.725 D Long-Term Performance Units 35.38 2010-05-28 4 A 0 524.7569 0 A Common Stock 524.7569 2111.4819 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 38.4870 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 40.5343 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. This amendment is to correct a calculation error. /s/ Kathleen E. Shannon, by POA for Monika M. Machon 2010-06-15