X0303 4/A 2010-05-28 2010-06-15 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 1194.9715 0 A Common Stock 1194.9715 1194.9715 D Long-Term Performance Units 35.38 2010-05-28 4 A 0 363.3455 0 A Common Stock 363.3455 1558.317 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 28.9847 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. The Reporting Person disclaims that the reported portion of the LTPUs is a "derivative security" required to be reported under Section 16 of the Securities Exchange Act of 1934. This amendment is to correct an administrative error. 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 44.6399 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. The Reporting Person disclaims that the reported portion of the LTPUs is a "derivative security" required to be reported under Section 16 of the Securities Exchange Act of 1934. This amendment is to correct an administrative error. /s/ Kathleen E. Shannon, by POA for Thomas A. Russo 2010-07-01