X0303 4 2010-12-10 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001331793 Herzog David L AMERICAN INTERNATIONAL GROUP, INC. 180 MAIDEN LANE NEW YORK NY 10038 1 Executive VP & CFO Common Stock 2010-12-13 4 M 0 16.0000 0 A 526.0000 D Restricted Stock Unit 30.1200 2010-12-10 4 M 0 1284.0900 D Common Stock 1284.0900 68698.6500 D Restricted Stock Unit 0.0000 2010-12-13 4 M 0 31.0000 D Common Stock 31.0000 312.0000 D Granted under the American International Group, Inc. Amended and Restated 2007 Stock Incentive Plan, this acquisition reflects the release of 31 shares less the 15 shares for tax withholding. Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price. Represents the payment in cash of $62,856.09, net of applicable taxes, in settlement of stock salary based on AIG's share price on December 10, 2010. The settlement date for this award was accelerated by one year after certification to the Special Master for TARP Executive Compensation that AIG had completed a corporate transaction that resulted in a repayment to the Federal Reserve Bank of New York. These securities do not have an exercisable date or expiration date. These securities do not carry a conversion or exercise price. /s/ Kathleen E. Shannon, by POA for David L. Herzog 2010-12-14