X0206 3 2017-08-01 0 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001428849 Zaffino Peter AMERICAN INTERNATIONAL GROUP, INC. 175 WATER STREET NEW YORK NY 10038 1 Executive Vice President 2017 Restricted Stock Units Common Stock 20047.0000 D Stock Option A (Right to Buy) 64.5300 2024-07-24 Common Stock 333000.0000 D Stock Option B (Right to Buy) 64.5300 2024-07-24 Common Stock 267000.0000 D Stock Option C (Right to Buy) 64.5300 2024-07-24 Common Stock 200000.0000 D Stock Option D (Right to Buy) 64.5300 2024-07-24 Common Stock 200000.0000 D 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. These securities convert to AIG Common Stock on a 1 to 1 basis. 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 July 24, 2018, July 24, 2019 and July 24, 2020. 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 $30.00 over $64.53, the closing AIG Common Stock price on July 24, 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 July 24, 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. poapeterzaffino.txt /s/ James J. Killerlane III, by POA for Peter Zaffino 2017-08-04