American International Group, Inc.

2005 Senior Partners Plan 
(Amended and Restated Effective December 31, 2008)

1. Purpose

The Compensation and Management Resources Committee of the Board of Directors (the "Committee) of American International Group, Inc. ("AIG") has determined that certain key employees of AIG and its subsidiaries (together, the "Employer") contribute substantially to the long-term growth and profitability of AIG. AIG has created this AIG 2005 Senior Partners Plan (this "Plan") to reward these individuals and to provide incentives for their continued contribution to the long-term performance of AIG.

2. SPUs and Participants

A. 2005 Senior Partner Units. Senior Partner Units ("SPUs") issued under this Plan will entitle holders to receive cash distributions from AIG, subject to the terms and conditions of this Plan.

B. Participants. The Committee will determine (1) the key employees of the Employer who will be awarded SPUs under this Plan (the "Participants") and (2) the number of SPUs held by each Participant. It is expected that no SPUs will be awarded under this Plan after December 31, 2005.

C. Maximum Number of SPUs. A maximum of 30,000 SPUs may be awarded.

3. Value Amount per SPU

Each SPU will entitle a Participant to receive a cash distribution of$2,200 (the "2005 SPU Value Amount") from AIG, subject to the terms and conditions of this Plan.

4. Vesting and Payouts of 2005 SPU Value Amount

A. General. The 2005 SPU Value Amount of each SPU will be paid out to Participants in cash promptly after January 1, 2011 (the "Scheduled Payment Date"), but no later than the end of 2011. Except as provided in Sections 4B and 6A, if a Participant's employment with the Employer is terminated for any reason, the Participant's rights in respect of any 2005 SPU Value Amount that would be payable on the Scheduled Payment Date will be forfeited and terminate. Notwithstanding the foregoing, if a Scheduled Payment Date occurs at a time when a Participant is considered by AIG to be one of its "covered employees" within the meaning of Section 162 (m) of the U. S. Internal Revenue Code of 1986, as amended (the "Code"), then, unless the Committee determines otherwise, payout of the Weighted-Average SPU Value in respect of such Scheduled Payment Date may be deferred by the Employer under the circumstances described in Section 409A until the earliest date that the Employer reasonably anticipates that the deduction or payment will not be limited or eliminated.

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