AMERICAN INTERNATIONAL GROUP, INC. — Director's Dealing 2015

Oct 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN INTERNATIONAL GROUP INC (AIG)
CIK: 0000005272
Period of Report: 2015-10-01

Reporting Person: STONE THERESA M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-01	Deferred Stock Unit	$	A	746.0000	Acquired		Common Stock (746.0000)	Direct
2015-10-01	Deferred Stock Unit	$	A	61.0000	Acquired		Common Stock (61.0000)	Direct

Footnotes

F1: Grant of deferred stock units pursuant to the American International Group, Inc. ("AIG") 2013 Omnibus Incentive Plan (the "2013 Plan"). Subject to the terms of the 2013 Plan and the related award agreement, shares of AIG Common Stock underlying the deferred stock units will be deliverable, without any cash consideration or conditions, on the last trading day of the month in which the director ceases to be a director of AIG. The award includes dividend equivalent rights payable in the form of deferred stock units.

F2: Reflects deferred stock units previously granted pursuant to the 2013 Plan.

F3: Dividend equivalent in the form of deferred stock units with respect to deferred stock units previously awarded under the 2013 Plan. Subject to the terms of the 2013 Plan and the related award agreement, shares of AIG Common Stock underlying the deferred stock units will be deliverable, without any cash consideration or conditions, on the last trading day of the month in which the director ceases to be a director of AIG.