X0303 4 2010-12-20 1 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001245749 LEWIS ROBERT EDWARD AMERICAN INTERNATIONAL GROUP, INC. 180 MAIDEN LANE NEW YORK NY 10038 1 Senior Vice President Common Stock 2010-12-20 4 A 0 6654.0000 53.4200 A 13525.0000 D Common Stock 2010-12-20 4 A 0 229.0000 53.4200 A 13754.0000 D Restricted Stock Unit 53.4200 2010-12-20 4 A 0 5615.0000 A Common Stock 5615.0000 5615.0000 D 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 13,572 shares less 6,918 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 468 shares less 239 shares withheld for taxes. Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price. This award represents RSUs that will vest on the second anniversary of grant. Thereafter, the RSUs will be payable in cash based on AIG's share price on the first date ON OR AFTER THE THIRD ANNIVERSARY OF THE GRANT DATE that: (i) with respect to 25% of the RSUs, AIG has repaid at least 25% of the aggregate financial assistance received under the Troubled Asset Relief Program (the "TARP Assistance"), (ii) with respect to an additional 25% of the RSUs, AIG has repaid at least 50% of the TARP Assistance, (iii) with respect to an additional 25% of the RSUs, AIG has repaid at least 75% of the TARP Assistance, and (iv) with respect to the remainder of the RSUs, AIG has repaid 100% of the TARP Assistance. In each case, the RSUs will be paid promptly after the amount is determined. 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 Robert E. Lewis 2010-12-22