X0303 4 2010-12-20 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001452446 Hancock Peter D. AMERICAN INTERNATIONAL GROUP, INC. 180 MAIDEN LANE NEW YORK NY 10038 1 Executive Vice President Common Stock 2010-12-20 4 A 0 21745.0000 53.4200 A 21745.0000 D Common Stock 2010-12-20 4 A 0 10872.0000 53.4200 A 32617.0000 D Common Stock 32.0000 I Held by wife These shares are restricted from transfer until December 20, 2013 pursuant to the Restricted Stock Award Agreement with the Company dated December 20, 2010. This award reflects 40,434 shares less 18,689 shares withheld for taxes. These shares are restricted from transfer until March 15, 2012 pursuant to the Restricted Stock Award Agreement with the Company dated December 20, 2010. This award reflects 20,217 shares less 9,345 shares withheld for taxes. /s/ Kathleen E. Shannon, by POA for Peter D. Hancock 2010-12-22