X0304 4 2012-03-21 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001510530 SHAMIAH CHARLES S 180 MAIDEN LANE NEW YORK NY 10038 1 Senior Vice President Restricted Stock Unit 28.4900 2012-03-21 4 A 0 23376.0000 A Common Stock 23376.0000 23376.0000 D Restricted Stock Unit 28.4900 2012-03-21 4 A 0 9792.0000 A Common Stock 9792.0000 33168.0000 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 21, 2012 under the American International Group, Inc. 2010 Stock Incentive Plan. This award represents RSUs that vest fifty-percent on the second anniversary of the grant date with the remaining vesting on the third anniversary of the grant date payable in cash upon vesting. 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 50% on the second anniversary of grant and the remainder on the third 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 Charles S. Shamieh 2012-03-23