X0306 4 2017-05-14 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001072522 DUPERREAULT BRIAN AMERICAN INTERNATIONAL GROUP, INC. 175 WATER STREET NEW YORK NY 10038 1 1 President & CEO 2017 Restricted Stock Units 2017-05-14 4 A 0 55519.0000 0.0000 A Common Stock 55519.0000 55519.0000 D Stock Option A (Right to Buy) 61.8200 2017-05-15 4 A 0 500000.0000 0.0000 A 2024-05-15 Common Stock 500000.0000 500000.0000 D Stock Option B (Right to Buy) 61.8200 2017-05-15 4 A 0 400000.0000 0.0000 A 2024-05-15 Common Stock 400000.0000 400000.0000 D Stock Option C (Right to Buy) 61.8200 2017-05-15 4 A 0 300000.0000 0.0000 A 2024-05-15 Common Stock 300000.0000 300000.0000 D Stock Option D (Right to Buy) 61.8200 2017-05-15 4 A 0 200000.0000 0.0000 A 2024-05-15 Common Stock 200000.0000 200000.0000 D Stock Option E (Right to Buy) 61.8200 2017-05-15 4 A 0 100000.0000 0.0000 A 2024-05-15 Common Stock 100000.0000 100000.0000 D These securities convert to AIG Common Stock on a 1 to 1 basis. Represents the grant of 2017 Restricted Stock Units. The 2017 Restricted Stock Units vest in January 2020, subject to the reporting person's continued employment through the vesting date, and are settled in shares of AIG Common Stock. The award includes dividend equivalent rights payable in the form of additional Restricted Stock Units. The options were granted under and are subject to the terms of the AIG 2013 Omnibus Incentive Plan (the "Plan") and vest in equal installments on each of May 15, 2018, May 15, 2019 and May 15, 2020. The options were granted as "employment inducement grants" under New York Stock Exchange rules, are subject to the terms of the Plan, and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $30.00 over $60.99, the closing AIG Common Stock price on May 12, 2017 (the "Reference Price"). The options were granted under and are subject to the terms of the Plan and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $10.00 over the Reference Price, but will not vest faster than in three equal annual installments beginning on May 15, 2018. The options were granted under and are subject to the terms of the Plan and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $20.00 over the Reference Price. The options were granted as "employment inducement grants" under New York Stock Exchange rules, are subject to the terms of the Plan, and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $20.00 over the Reference Price. /s/ James J. Killerlane III, by POA for Brian Duperreault 2017-05-16