X0303 4 2011-04-15 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 Restricted Stock Unit 33.4600 2011-04-15 4 A 0 40181.9716 A Common Stock 40181.9716 40181.9716 D Restricted Stock Unit 30.1200 2011-04-18 4 M 0 1284.0900 D Common Stock 1284.0900 57050.1200 D Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price. This award represents fully vested RSUs; one third of the award will be payable in cash based on AIG's share price on the first anniversary of the deemed grant date, one third based on AIG's share price on the second anniversary of the deemed grant date, and one third based on AIG's share price on the third anniversary of the deemed grant date. This award reflects 41,265.6904 shares less the 1,083.7188 shares withheld for taxes. For the purposes of determining the timing and amount of payment, the award is considered earned over the period since January 1, 2011 through April 15, 2011 with the appropriate part deemed granted on the fifteenth and thirtieth of each month. These securities do not have an exercisable date or expiration date. These securities do not carry a conversion or exercise price. Represents the payment in cash of $41,874.10, net of applicable taxes, in settlement of stock salary based on AIG's share price on April 18, 2011. 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. /s/ Kathleen E. Shannon, by POA for David L. Herzog 2011-04-19