X0303 4 2010-10-29 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001486267 WILSON MARK A AMERICAN INTL ASSURANCE ONE CONNAUGHT ROAD CENTRAL K3 HONG KONG 1 EVP - Life Insurance Long-Term Performance Units 42.0100 2010-10-29 4 A 0 245.9732 A Common Stock 245.9732 245.9732 D Long-Term Performance Units 42.0100 2010-10-29 4 A 0 67.4443 A Common Stock 67.4443 313.4175 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. 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 grant date. 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. 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. 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 grant date. 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. /s/ Kathleen E. Shannon, by POA for Mark A. Wilson 2010-11-02