X0303 4 2011-03-15 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001214148 BENMOSCHE ROBERT H 180 MAIDEN LANE NEW YORK NY 10038 1 1 President & CEO Restricted Stock Unit 36.7800 2011-03-15 4 A 0 95160.0000 A Common Stock 95160.0000 95160.0000 D 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 at which: (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 H. Benmosche 2011-03-17