X0303 4 2011-03-22 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001509066 Sankaran Sid 180 MAIDEN LANE NEW YORK NY 10038 1 Senior Vice President Restricted Stock Unit 36.9500 2011-03-22 4 A 0 17547.0000 A Common Stock 17547.0000 17547.0000 D Restricted Stock Unit 36.9500 2011-03-22 4 A 0 1116.0000 A Common Stock 1116.0000 18663.0000 D Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price. These shares were granted on March 22, 2011 under the American International Group, Inc. 2010 Stock Incentive Plan. This award represents RSUs that vest at grant and are deliverable in cash on the third anniversary of the grant date. This award reflects 17,976 shares less 429 shares withheld for taxes. These securities do not have an exercisable date or expiration date. 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. /s/ Kathleen E. Shannon, by POA for Sid Sankaran 2011-03-24