0000950123-09-003734 Sample Contracts

SUPPORT AGREEMENT
Support Agreement • March 2nd, 2009 • American International Group Inc • Fire, marine & casualty insurance • New York

AGREEMENT (this “Agreement”), dated as of July 10, 2008 between AMERICAN INTERNATIONAL GROUP, INC., a Delaware corporation (“AIG”), and AMERICAN GENERAL FINANCE CORPORATION, an Indiana corporation (“AGFC”).

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AMERICAN INTERNATIONAL GROUP, INC. AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN RSU AWARD AGREEMENT
Rsu Award Agreement • March 2nd, 2009 • American International Group Inc • Fire, marine & casualty insurance • New York

This award agreement (this “Award Agreement”) sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“RSUs”) granted to you under the American International Group, Inc. Amended and Restated 2007 Stock Incentive Plan (the “Plan”).

American International Group, Inc. Partners Plan Performance RSU Award Agreement
Performance Rsu Award Agreement • March 2nd, 2009 • American International Group Inc • Fire, marine & casualty insurance • New York
AMERICAN INTERNATIONAL GROUP, INC. 2005/2006 DEFERRED COMPENSATION PROFIT PARTICIPATION PLAN RSU AWARD AGREEMENT
Rsu Award Agreement • March 2nd, 2009 • American International Group Inc • Fire, marine & casualty insurance • New York

This award agreement (this “Award Agreement”) sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“RSUs”) awarded to you pursuant to the American International Group, Inc. 2005/2006 Deferred Compensation Profit Participation Plan (the “DCPPP”) and issued to you under the American International Group, Inc. Amended and Restated 2002 Stock Incentive Plan (the “SIP”).

SERIES C PERPETUAL, CONVERTIBLE, PARTICIPATING PREFERRED STOCK PURCHASE AGREEMENT
Series C Perpetual, Convertible, Participating Preferred Stock Purchase Agreement • March 2nd, 2009 • American International Group Inc • Fire, marine & casualty insurance

SERIES C PERPETUAL, CONVERTIBLE, PARTICIPATING PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 1, 2009, between AIG CREDIT FACILITY TRUST, a trust established for the sole benefit of the United States Treasury (the “Trust”), and AMERICAN INTERNATIONAL GROUP, INC., a Delaware corporation (the “Company”). In this Agreement, references to the Trust shall include the Trustees acting in their capacities as such trustees as the context may require. Reference is made to Article 1 below for the meaning of certain capitalized terms used herein.

AMERICAN INTERNATIONAL GROUP, INC. AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN NON-EMPLOYEE DIRECTOR DEFERRED STOCK UNITS AWARD AGREEMENT
Non-Employee Director Deferred Stock Units Award Agreement • March 2nd, 2009 • American International Group Inc • Fire, marine & casualty insurance • New York

This award agreement (this “Award Agreement”) sets forth the terms and conditions of an award (this “Award”) of $___in deferred stock units (“DSUs”) granted to you under the American International Group, Inc. Amended and Restated 2007 Stock Incentive Plan (as amended and restated from time to time, the “Plan”).

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