PLEDGE AGREEMENT

among

AMERICAN INTERNATIONAL GROUP, INC.

and

WILMINGTON TRUST COMPANY,
as Collateral Agent, Custodial Agent and Securities Intermediary

and

THE BANK OF NEW YORK,
as Purchase Contract Agent

Dated as of May 16, 2008

TABLE OF CONTENTS

		Article I
		Definitions
Section 1.1		Definitions			1
		Article II
		Pledge
Section 2.1		Pledge			5
Section 2.2		Termination			5
		Article III
		Distributions on Pledged Collateral
Section 3.1		Income and Distributions			6
Section 3.2		Payments Following Termination Event			6
Section 3.3		Payments Prior to or on Stock Purchase Date			6
Section 3.4		Payments to Purchase Contract Agent			7
Section 3.5		Assets Not Properly Released			7
		Article IV
		Control
Section 4.1		Establishment of Collateral Account			7
Section 4.2		Treatment as Financial Assets			8
Section 4.3		Sole Control by Collateral Agent			8
Section 4.4		Securities Intermediary?s Location			8
Section 4.5		No Other Claims			8
Section 4.6		Investment and Release			9
Section 4.7		Statements and Confirmations			9
Section 4.8		Tax Allocations			9
Section 4.9		No Other Agreements			9
Section 4.10		Powers Coupled with an Interest			9
Section 4.11		Waiver of Lien; Waiver of Set-off			9
		Article V
		Initial Deposit; Creation of Treasury Units and Recreation of Corporate Units
Section 5.1		Initial Deposit of Debentures			10
Section 5.2		Creation of Treasury Units			10
Section 5.3		Recreation of Corporate Units			11
Section 5.4		Termination Event			12

Pledge Agreement

Section 5.5		Settlement with Cash			13
Section 5.6		Early Settlement and Cash Merger Early Settlement			14
Section 5.7		Application of Proceeds in Settlement of Stock Purchase Contracts			15
		Article VI
		Voting Rights; Pledged Trust Preferred Securities
Section 6.1		Voting and Other Consensual Rights			16
		Article VII
		Rights and Remedies
Section 7.1		Rights and Remedies of the Collateral Agent			16
Section 7.2		Remarketing			17
Section 7.3		Successful Remarketing			18
Section 7.4		Remarketing of Separate Debentures			18
Section 7.5		Substitutions			19
		Article VIII
		Representations and Warranties; Covenants
Section 8.1		Representations and Warranties			19
Section 8.2		Covenants			20
		Article IX
		The Collateral Agent, the Custodial Agent and the Securities Intermediary
Section 9.1		Appointment, Powers and Immunities			20
Section 9.2		Instructions of the Company			21
Section 9.3		Reliance by Collateral Agent, Custodial Agent and Securities Intermediary			22
Section 9.4		Certain Rights			22
Section 9.5		Merger, Conversion, Consolidation or Succession to Business			23
Section 9.6		Rights in Other Capacities			23
Section 9.7		Non-reliance on Collateral Agent, the Custodial Agent and Securities Intermediary			23
Section 9.8		Compensation and Indemnity			24
Section 9.9		Failure to Act			24
Section 9.10		Resignation of Collateral Agent, the Custodial Agent and Securities Intermediary			25
Section 9.11		Right to Appoint Agent or Advisor			26
Section 9.12		Survival			26
Section 9.13		Exculpation			26
		Article X
		Amendment
Section 10.1		Amendment without Consent of Holders			27

Section 10.2		Amendment with Consent of Holders			27
Section 10.3		Execution of Amendments			28
Section 10.4		Effect of Amendments			28
Section 10.5		Reference of Amendments			28
		Article XI
		Miscellaneous
Section 11.1		No Waiver			29
Section 11.2		Governing Law; Submission to Jurisdiction			29
Section 11.3		Notices			29
Section 11.4		Successors and Assigns			29
Section 11.5		Counterparts			30
Section 11.6		Severability			30
Section 11.7		Expenses, Etc.			30
Section 11.8		Security Interest Absolute			31
Section 11.9		Notice of Termination Event			31
Section 11.10		Rights of the Purchase Contract Agent			31
Exhibit A ?		Instruction from Purchase Contract Agent to Collateral Agent (Creation of Treasury Units)
Exhibit B ?		Instruction from Collateral Agent to Securities Intermediary (Creation of Treasury Units)
Exhibit C ?		Instruction from Purchase Contract Agent to Collateral Agent (Recreation of Corporate Units)
Exhibit D ?		Instruction from Collateral Agent to Securities Intermediary (Recreation of Corporate Units)
Exhibit E ?		Notice of Settlement with Cash from Collateral Agent to Purchase Contract Agent (Settlement with Cash Amounts)
Exhibit F ?		Instruction to Custodial Agent Regarding Remarketing
Exhibit G ?		Instruction to Custodial Agent Regarding Withdrawal from Remarketing
Schedule I ?		Contact Persons for Confirmation

     Pledge Agreement, dated as of May 16, 2008 among American International Group, Inc., a Delaware corporation (the ?Company?), Wilmington Trust Company, as collateral agent for the Company (in such capacity, the ?Collateral Agent?), as custodial agent for the Holders from time to time of the Equity Units (in such capacity, the ?Custodial Agent?), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to each Collateral Account (in such capacity, the ?Securities Intermediary?), and The Bank of New York, as purchase contract agent and as attorney-in-fact of the Holders from time to time of the Equity Units (in such capacity, the ?Purchase Contract Agent?) under the Purchase Contract Agreement.

Recitals

     Whereas, the Company and the Purchase Contract Agent are parties to the Purchase Contract Agreement, dated as of the date hereof (as modified and supplemented and in effect from time to time, the ?Purchase Contract Agreement?), pursuant to which 78,400,000 Corporate Units will be issued;

     Whereas, each Corporate Unit, at issuance, has an initial stated amount of $75 and consists of (a) a stock purchase contract (a ?Stock Purchase Contract?) pursuant to which the Holder will purchase from the Company on each Stock Purchase Date, for $25, a number of shares of the Company?s common stock, par value $2.50 per share (?Common Stock?), equal to the Settlement Rate for such Stock Purchase Date; (b) a 1/40, or 2.5%, beneficial ownership interest in a Series B-1 Debenture having a principal amount of $1,000; (c) a 1/40, or 2.5%, beneficial ownership interest in a Series B-2 Debenture having a principal amount of $1,000, and (d) a 1/40, or 2.5%, beneficial ownership interest in a Series B-3 Debenture having a principal amount of $1,000; and