X0304 4 2011-12-19 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 Restricted Stock Unit 22.3600 2011-12-19 4 A 0 35778.0000 A Common Stock 35778.0000 35778.0000 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 50% on the second anniversary and the remainder will vest on the third anniversary of date of grant. Thereafter, the RSUs will be payable in cash based on AIG's share price on the first 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 and after the condition is satisfied so that the amount can be 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 Peter D. Hancock 2011-12-21