X0304 4 2011-12-19 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001486195 HURD JEFFREY J AMERICAN INTERNATIONAL GROUP, INC. 180 MAIDEN LANE NEW YORK NY 10038 1 SVP - Human Resources Common Stock 2011-12-19 4 A 0 22078.0000 22.3600 A 22791.0000 D Common Stock 2011-12-19 4 A 0 19079.0000 22.3600 A 41870.0000 D Common Stock 2011-12-19 4 A 0 17067.0000 22.3600 A 58937.0000 D Common Stock 2011-12-19 4 A 0 14719.0000 22.3600 A 88375.0000 D Common Stock 2011-12-19 4 A 0 14719.0000 22.3600 A 73656.0000 D Restricted Stock Unit 22.3600 2011-12-19 4 A 0 15116.0000 A Common Stock 15116.0000 15116.0000 D Restricted Stock Unit 2011-12-19 4 M 0 15127.0000 D Common Stock 15127.0000 8563.0000 D Restricted Stock Unit 36.9500 2011-12-19 4 M 0 19158.0000 D Common Stock 19158.0000 12665.0000 D These shares are restricted from transfer until March 2013 pursuant to the Restricted Stock Award Agreement with the Company dated December 19, 2011. This award reflects 22,674 shares less 596 shares withheld for taxes. These shares are restricted from transfer until March 2014 pursuant to the Restricted Stock Award Agreement with the Company dated December 19, 2011. This award reflects 19,594 shares less 515 shares withheld for taxes. These shares represent fully vested restricted stock to replace the RSU awards granted in 2011. These shares are restricted from transfer until March 2013 pursuant to the Restricted Stock Award Agreement with the Company dated December 19, 2011. This award reflects 17,528 shares less 461 shares withheld for taxes. These shares represent fully vested restricted stock to replace the RSU awards granted in 2010, including warrants relating thereto. These shares are restricted from transfer until December 2013 pursuant to the Restricted Stock Award Agreement with the Company dated December 19, 2011. This award reflects 15,116 shares less 397 shares withheld for taxes. These shares are restricted from transfer until December 2014 pursuant to the Restricted Stock Award Agreement with the Company dated December 19, 2011. This award reflects 15,116 shares less 397 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 granted on December 19, 2011 represents RSUs that vest in 50% increments on the second and third anniversaries of the grant date in 2013 and 2014. 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 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. This award is being replaced by the restricted shares granted on December 19, 2011. /s/ Kathleen E. Shannon, by POA for Jeffrey J. Hurd 2011-12-21