kind or class of shares or other securities or property which shall be deliverable
upon exercise of this Warrant. In the case of any action which would require the
fixing of a record date, such notice shall be given at least 10 days prior to the date
so fixed, and in case of all other action, such notice shall be given at least 15 days
prior to the taking of such proposed action. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of any such action.

(K) Proceedings Prior to Any Action Requiring Adjustment. As a
condition precedent to the taking of any action which would require an adjustment
pursuant to this Section 13, the Company shall take any action which may be
necessary, including obtaining regulatory, New York Stock Exchange or
stockholder approvals or exemptions, in order that the Company may thereafter
validly and legally issue as fully paid and nonassessable all shares of Common
Stock that the Warrantholder is entitled to receive upon exercise of this Warrant
pursuant to this Section 13.

(L) Adjustment Rules. Any adjustments pursuant to this Section 13
shall be made successively whenever an event referred to herein shall occur. If an
adjustment in Exercise Price made hereunder would reduce the Exercise Price to
an amount below par value of the Common Stock, then such adjustment in
Exercise Price made hereunder shall reduce the Exercise Price to the par value of
the Common Stock.

14. Exchange. At any time following the date on which the shares of
Common Stock of the Company are no longer listed or admitted to trading on a
national securities exchange (other than in connection with any Business
Combination), the Original Warrantholder may cause the Company to exchange
all or a portion of this Warrant for an economic interest (to be determined by the
Original Warrantholder after consultation with the Company) of the Company
classified as permanent equity under U.S. GAAP having a value equal to the Fair
Market Value of the portion of the Warrant so exchanged. The Original
Warrantholder shall calculate any Fair Market Value required to be calculated
pursuant to this Section 14, which shall not be subject to the Appraisal Procedure.

15. No Impairment. The Company will not, by amendment of its
Charter or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Company, but will at all times in good faith assist in
the carrying out of all the provisions of this Warrant and in taking of all such
action as may be necessary or appropriate in order to protect the rights of the
Warrantholder.

16. | Governing Law. This Warrant, and the rights and obligations
of the parties hereunder, shall be governed by, and construed and
interpreted in accordance with, United States federal law and not the law of
any State. To the extent that a court looks to the laws of any State to

14
NY 12532:433027.6


“Series C Preferred Stock’ has the meaning ascribed to it in the Purchase
Agreement.

“Shares” has the meaning set forth in Section 2.
“Special Reserve” has the meaning set forth in Section 3.

“trading day” means (A) if the shares of Common Stock are not traded on
any national or regional securities exchange or association or over-the-counter
market, a business day or (B) if the shares of Common Stock are traded on any
national or regional securities exchange or association or over-the-counter market,
a business day on which such relevant exchange or quotation system is scheduled
to be open for business and on which the shares of Common Stock (i) are not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market for any period or periods aggregating one
half hour or longer; and (ii) have traded at least once on the national or regional
securities exchange or association or over-the-counter market that is the primary
market for the trading of the shares of Common Stock.

“U.S. GAAP” means United States generally accepted accounting
principles.

“Warrantholder” has the meaning set forth in Section 2.

“Warrant” means this Warrant, issued pursuant to the Purchase
Agreement.

2. Number of Shares; Exercise Price. This certifies that, for value
received, the United States Department of the Treasury or its permitted assigns
(the “Warrantholder”) is entitled, upon the terms and subject to the conditions
hereinafter set forth, to acquire from the Company, in whole or in part, after the
receipt of all applicable Regulatory Approvals, if any, up to an aggregate of 3,000
fully paid and nonassessable shares of Common Stock, at a purchase price per
share of Common Stock equal to the Exercise Price. The number of shares of
Common Stock (the “Shares’’) and the Exercise Price are subject to adjustment as
provided herein, and all references to “Common Stock,” “Shares” and “Exercise
Price” herein shall be deemed to include any such adjustment or series of
adjustments.

3. Exercise of Warrant; Term. Subject to Section 2, to the extent
permitted by applicable laws and regulations, the right to purchase the Shares
represented by this Warrant is exercisable, in whole or in part by the
Warrantholder, at any time or from time to time after the execution and delivery
of this Warrant by the Company on the date hereof, but in no event later than 5:00
p.m., New York City time on the tenth anniversary of the Issue Date (the
“Expiration Time’’), by (A) the surrender of this Warrant and Notice of Exercise
annexed hereto, duly completed and executed on behalf of the Warrantholder, at

5

NY 12532:433027.6


IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed by a duly authorized officer.

Dated: April 17, 2009

NY12532:433027.6

AMERICAN INTERNATIONAL
GROUP, INC.

py: Cnatuie 2. Helly

Name: Anastasia D. Kelly
Title: Vice Chairman

Attest:

By: Kattteun 4 ACU

Name: Kathleen E. Shannon
Title: Secretary

{Signature Page to Warrant]


(or of such convertible securities) (the “Initial Number’) shall be increased
to the number obtained by multiplying the Initial Number by a fraction (A)
the numerator of which shall be the sum of (x) the number of shares of
Common Stock of the Company outstanding on such date and (y) the
number of additional shares of Common Stock issued (or into which
convertible securities may be exercised or convert) and (B) the
denominator of which shall be the sum of (I) the number of shares of
Common Stock outstanding on such date and (II) the number of shares of
Common Stock which the aggregate consideration receivable by the
Company for the total number of shares of Common Stock so issued (or
into which convertible securities may be exercised or convert) would
purchase at the Market Price on the last trading day preceding the date of
the agreement on pricing such shares (or such convertible securities); and

(B) the Exercise Price payable upon exercise of the Warrant shall be
adjusted by multiplying such Exercise Price in effect immediately prior to
the date of the agreement on pricing of such shares (or of such convertible
securities) by a fraction, the numerator of which shall be the number of
shares of Common Stock issuable upon exercise of this Warrant prior to
such date and the denominator of which shall be the number of shares of
Common Stock issuable upon exercise of this Warrant immediately after
the adjustment described in clause (A) above.

For purposes of the foregoing, the aggregate consideration receivable by
the Company in connection with the issuance of such shares of Common Stock or
convertible securities shall be deemed to be equal to the sum of the net offering
price (including the Fair Market Value of any non-cash consideration and after
deduction of any related expenses payable to third parties) of all such securities
plus the minimum aggregate amount, if any, payable upon exercise or conversion
of any such convertible securities into shares of Common Stock; and “Permitted
Transactions” shall mean issuances (i) as consideration for or to fund the
acquisition of businesses and/or related assets, (ii) in connection with employee
benefit plans and compensation related arrangements in the ordinary course and
consistent with past practice approved by the Board of Directors, (iii) in
connection with a public or broadly marketed offering and sale of Common Stock
or convertible securities for cash conducted by the Company or its affiliates
pursuant to registration under the Securities Act or Rule 144A thereunder on a
basis consistent with capital raising transactions by comparable financial
institutions and (iv) in connection with the exercise of preemptive rights on terms
existing as of the Issue Date. Any adjustment made pursuant to this Section 13(B)
shall become effective immediately upon the date of such issuance. For the
avoidance of doubt, neither the Charter Amendment nor any subsequent
conversion of the Series C Preferred Stock into Common Stock shall give rise to
an adjustment to the terms of the Warrant under this Section 13.

10
NY12532:433027.6


income and franchise taxes incurred in connection with the exercise of the
Warrant or taxes in respect of any transfer occurring contemporaneously
therewith). The Company agrees that the Shares so issued will be deemed to have
been issued to the Warrantholder as of the close of business on the date on which
this Warrant and payment of the Exercise Price are delivered to the Company in
accordance with the terms of this Warrant, notwithstanding that the stock transfer
books of the Company may then be closed. The Company will at all times reserve
and keep available, out of its authorized but unissued Common Stock, solely for
the purpose of providing for the exercise of this Warrant, the aggregate number of
shares of Common Stock then issuable upon exercise of this Warrant at any time.
The Company will (A) procure, at its sole expense, the listing of the Shares
issuable upon exercise of this Warrant at any time, subject to issuance or notice of
issuance, on all principal stock exchanges on which the Common Stock is then
listed or traded and (B) maintain such listings of such Shares at all times after
issuance. The Company will use reasonable best efforts to ensure that the Shares
may be issued without violation of any applicable law or regulation or of any
requirement of any securities exchange on which the Shares are listed or traded.

5. No Fractional Shares or Scrip. No fractional Shares or scrip
representing fractional Shares shall be issued upon any exercise of this Warrant.
In lieu of any fractional Share to which the Warrantholder would otherwise be
entitled, the Warrantholder shall be entitled to receive a cash payment equal to the
Market Price of the Common Stock on the last trading day preceding the date of
exercise less the pro-rated Exercise Price for such fractional share.

6. No Rights as Stockholders; Transfer Books. This Warrant does not
entitle the Warrantholder to any voting rights or other rights as a stockholder of
the Company prior to the date of exercise hereof. The Company will at no time
close its transfer books against transfer of this Warrant in any manner which
interferes with the timely exercise of this Warrant.

7. Charges, Taxes and Expenses. Issuance of Shares to the
Warrantholder upon the exercise of this Warrant shall be made without charge to
the Warrantholder for any issue or transfer tax or other incidental expense in
respect of the issuance of such Shares, all of which taxes and expenses shall be
paid by the Company.

8. Transfer/Assignment.

(A) Subject to compliance with clause (B) of this Section 8, this
Warrant and all rights hereunder are transferable, in whole or in part, upon the
books of the Company by the registered holder hereof in person or by duly
authorized attorney, and a new warrant shall be made and delivered by the
Company, of the same tenor and date as this Warrant but registered in the name of
one or more transferees, upon surrender of this Warrant, duly endorsed, to the
office or agency of the Company described in Section 3. All expenses (other than
stock transfer taxes) and other charges payable in connection with the preparation,

7
NY12532:433027.6


the principal executive office of the Company located at 70 Pine Street, New
York, New York 10270 Attention: Chief Financial Officer (or such other office or
agency of the Company in the United States as it may designate by notice in
writing to the Warrantholder at the address of the Warrantholder appearing on the
books of the Company), and (B) payment of the Exercise Price for the Shares
thereby purchased:

(i) by having the Company withhold, from the shares of Common
Stock that would otherwise be delivered to the Warrantholder upon such exercise,
shares of Common Stock issuable upon exercise of the Warrant equal in value to
the aggregate Exercise Price as to which this Warrant is so exercised based on the
Market Price of the Common Stock on the trading day on which this Warrant is
exercised and the Notice of Exercise is delivered to the Company pursuant to this
Section 3, or

(ii) with the consent of both the Company and the Warrantholder, by
tendering in cash, by certified or cashier’s check payable to the order of the
Company, or by wire transfer of immediately available funds to an account
designated by the Company.

If and so long as the par value per share of the Common Stock of the
Company is $2.50, upon exercise of this Warrant there shall be transferred to the
Common Stock capital account from the special reserve (the “Special Reserve”)
created by the Board of Directors upon issuance of shares of the Series F Fixed
Rate Non-Cumulative Perpetual Preferred Stock of the Company, an amount
equal to $2.499999 per share of Common Stock issued upon such exercise, it
being understood that if the par value of the Common Stock shall be reduced to
$0.000001 per share, the Special Reserve will no longer exist and no such transfer
shall be required.

If the Warrantholder does not exercise this Warrant in its entirety, the
Warrantholder will be entitled to receive from the Company within a reasonable
time, and in any event not exceeding three business days, a new warrant in
substantially identical form for the purchase of that number of Shares equal to the
difference between the number of Shares subject to this Warrant and the number
of Shares as to which this Warrant is so exercised. Notwithstanding anything in
this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees
that its exercise of this Warrant for Shares is subject to the condition that the
Warrantholder will have first received any applicable Regulatory Approvals.

4. Issuance of Shares; Authorization; Listing. Book-entries
representing Shares issued upon exercise of this Warrant will be promptly
recorded in such name or names as the Warrantholder may designate. The
Company hereby represents and warrants that any Shares issued upon the exercise
of this Warrant in accordance with the provisions of Section 3 will be duly and
validly authorized and issued, fully paid and nonassessable and free from all taxes,
liens and charges (other than liens or charges created by the Warrantholder,

6

NY12532:433027.6


such Warrantholder a written statement that it has complied with such
requirements.

13. | Adjustments and Other Rights. The Exercise Price and the number
of Shares issuable upon exercise of this Warrant shall be subject to adjustment
from time to time as follows; provided, that if more than one subsection of this
Section 13 is applicable to a single event, the subsection shall be applied that
produces the largest adjustment and no single event shall cause an adjustment
under more than one subsection of this Section 13 so as to result in duplication:

(A) Stock Splits, Subdivisions, Reclassifications or Combinations. If
the Company shall (i) declare and pay a dividend or make a distribution on its
Common Stock in shares of Common Stock, (ii) subdivide or reclassify the
outstanding shares of Common Stock into a greater number of shares, or (iii)
combine or reclassify the outstanding shares of Common Stock into a smaller
number of shares, the number of Shares issuable upon exercise of this Warrant at
the time of the record date for such dividend or distribution or the effective date
of such subdivision, combination or reclassification shall be proportionately
adjusted so that the Warrantholder after such date shall be entitled to purchase the
number of shares of Common Stock which such holder would have owned or
been entitled to receive in respect of the shares of Common Stock subject to this
Warrant after such date had this Warrant been exercised immediately prior to such
date. In such event, the Exercise Price in effect at the time of the record date for
such dividend or distribution or the effective date of such subdivision,
combination or reclassification shall be adjusted to the number obtained by
dividing (x) the product of (1) the number of Shares issuable upon the exercise of
this Warrant before such adjustment and (2) the Exercise Price in effect
immediately prior to the record or effective date, as the case may be, for the
dividend, distribution, subdivision, combination or reclassification giving rise to
this adjustment by (y) the new number of Shares issuable upon exercise of the
Warrant determined pursuant to the immediately preceding sentence.

(B) Certain Issuances of Common Shares or Convertible Securities.
Until the earlier of (i) the date on which the Original Warrantholder no longer
holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue
Date, if the Company shall issue shares of Common Stock (or rights or warrants
or other securities exercisable or convertible into or exchangeable (collectively, a
“conversion”) for shares of Common Stock) (collectively, “convertible securities”)
(other than in Permitted Transactions (as defined below) or a transaction to which
subsection (A) of this Section 13 is applicable) without consideration or at a
consideration per share (or having a conversion price per share) that is less than
90% of the Market Price on the last trading day preceding the date of the
agreement on pricing such shares (or such convertible securities) then, in such
event:

(A) the number of Shares issuable upon the exercise of this Warrant
immediately prior to the date of the agreement on pricing of such shares
9

NY12532:433027.6


WARRANT TO PURCHASE COMMON STOCK

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT
WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN
EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED
SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER
PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN
THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED
TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE
SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID
AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE
WITH SAID AGREEMENT WILL BE VOID.

WARRANT
to purchase
3,000
Shares of Common Stock
of AMERICAN INTERNATIONAL GROUP, INC.

Issue Date: April 17, 2009

1. Definitions. Unless the context otherwise requires, when used
herein the following terms shall have the meanings indicated.

“Affiliate” has the meaning ascribed to it in the Purchase Agreement.

“Appraisal Procedure” means a procedure whereby two independent
appraisers, one chosen by the Company and one by the Original Warrantholder,
shall mutually agree upon the determinations then the subject of appraisal. Each
party shall deliver a notice to the other appointing its appraiser within 15 days
after the Appraisal Procedure is invoked. If within 30 days after appointment of
the two appraisers they are unable to agree upon the amount in question, a third
independent appraiser shall be chosen within 10 days thereafter by the mutual
consent of such first two appraisers. The decision of the third appraiser so
appointed and chosen shall be given within 30 days after the selection of such
third appraiser. If three appraisers shall be appointed and the determination of one
appraiser is disparate from the middle determination by more than twice the
amount by which the other determination is disparate from the middle
determination, then the determination of such appraiser shall be excluded, the
remaining two determinations shall be averaged and such average shall be binding
and conclusive upon the Company and the Original Warrantholder; otherwise, the

NY12532:433027.6


Warrant shall be increased to the number obtained by dividing (x) the product of
(1) the number of Shares issuable upon the exercise of this Warrant before such
adjustment, and (2) the Exercise Price in effect immediately prior to the Pro Rata
Repurchase giving rise to this adjustment by (y) the new Exercise Price
determined in accordance with the immediately preceding sentence. For the
avoidance of doubt, no increase to the Exercise Price or decrease in the number of
Shares issuable upon exercise of this Warrant shall be made pursuant to this
Section 13(D).

(E) Business Combinations. In case of any Business Combination or
reclassification of Common Stock (other than a reclassification of Common Stock
referred to in Section 13(A)), the Warrantholder’s right to receive Shares upon
exercise of this Warrant shall be converted into the right to exercise this Warrant
to acquire the number of shares of stock or other securities or property (including
cash) which the Common Stock issuable (at the time of such Business
Combination or reclassification) upon exercise of this Warrant immediately prior
to such Business Combination or reclassification would have been entitled to
receive upon consummation of such Business Combination or reclassification;
and in any such case, if necessary, the provisions set forth herein with respect to
the rights and interests thereafter of the Warrantholder shall be appropriately
adjusted so as to be applicable, as nearly as may reasonably be, to the
Warrantholder’s right to exercise this Warrant in exchange for any shares of stock
or other securities or property pursuant to this paragraph. In determining the kind
and amount of stock, securities or the property receivable upon exercise of this
Warrant following the consummation of such Business Combination, if the
holders of Common Stock have the right to elect the kind or amount of
consideration receivable upon consummation of such Business Combination, then
the consideration that the Warrantholder shall be entitled to receive upon exercise
shall be deemed to be the types and amounts of consideration received by the
majority of all holders of the shares of Common Stock that affirmatively make an
election (or of all such holders if none make an election).

(F) Rounding of Calculations; Minimum Adjustments. All calculations
under this Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or
to the nearest one-hundredth (1/100th) of a share, as the case may be. Any
provision of this Section 13 to the contrary notwithstanding, no adjustment in the
Exercise Price or the number of Shares into which this Warrant is exercisable
shall be made if the amount of such adjustment would be less than $0.01 or one-
tenth (1/10th) of a share of Common Stock, but any such amount shall be carried
forward and an adjustment with respect thereto shall be made at the time of and
together with any subsequent adjustment which, together with such amount and
any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th
of a share of Common Stock, or more.

(G) Timing of Issuance of Additional Common Stock Upon Certain
Adjustments. In any case in which the provisions of this Section 13 shall require

12
NY12532:433027.6


(C) Other Distributions. In case the Company shall fix a record date for
the making of a distribution to all holders of shares of its Common Stock of
securities, evidences of indebtedness, assets, cash, rights or warrants (excluding
dividends of its Common Stock and other dividends or distributions referred to in
Section 13(A)), in each such case, the Exercise Price in effect prior to such record
date shall be reduced immediately thereafter to the price determined by
multiplying the Exercise Price in effect immediately prior to the reduction by the
quotient of (x) the Market Price of the Common Stock on the last trading day
preceding the first date on which the Common Stock trades regular way on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading without the right to receive such distribution, minus the
amount of cash and/or the Fair Market Value of the securities, evidences of
indebtedness, assets, rights or warrants to be so distributed in respect of one share
of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair
Market Value”) divided by (y) such Market Price on such date specified in clause
(x); such adjustment shall be made successively whenever such a record date is
fixed. In such event, the number of Shares issuable upon the exercise of this
Warrant shall be increased to the number obtained by dividing (x) the product of
(1) the number of Shares issuable upon the exercise of this Warrant before such
adjustment, and (2) the Exercise Price in effect immediately prior to the
distribution giving rise to this adjustment by (y) the new Exercise Price
determined in accordance with the immediately preceding sentence. In the event
that such distribution is not so made, the Exercise Price and the number of Shares
issuable upon exercise of this Warrant then in effect shall be readjusted, effective
as of the date when the Board of Directors determines not to distribute such shares,
evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to
the Exercise Price that would then be in effect and the number of Shares that
would then be issuable upon exercise of this Warrant if such record date had not
been fixed.

(D) Certain Repurchases of Common Stock. In case the Company
effects a Pro Rata Repurchase of Common Stock, then the Exercise Price shall be
reduced to the price determined by multiplying the Exercise Price in effect
immediately prior to the Effective Date of such Pro Rata Repurchase by a fraction
of which the numerator shall be (i) the product of (x) the number of shares of
Common Stock outstanding immediately before such Pro Rata Repurchase and (y)
the Market Price of a share of Common Stock on the trading day immediately
preceding the first public announcement by the Company or any of its Affiliates
of the intent to effect such Pro Rata Repurchase, minus (ii) the aggregate purchase
price of the Pro Rata Repurchase, and of which the denominator shall be the
product of (i) the number of shares of Common Stock outstanding immediately
prior to such Pro Rata Repurchase minus the number of shares of Common Stock
so repurchased and (ii) the Market Price per share of Common Stock on the
trading day immediately preceding the first public announcement by the Company
or any of its Affiliates of the intent to effect such Pro Rata Repurchase. In such
event, the number of shares of Common Stock issuable upon the exercise of this

11

NY12532:433027.6


execution and delivery of the new warrants pursuant to this Section 8 shall be paid
by the Company.

(B) The transfer of the Warrant and the Shares issued upon exercise of
the Warrant are subject to the restrictions set forth in Section 4.4 of the Purchase
Agreement. If and for so long as required by the Purchase Agreement, this
Warrant shall contain the legends as set forth in Section 4.2(a) of the Purchase
Agreement.

9. Exchange and Registry of Warrant. This Warrant is exchangeable,
upon the surrender hereof by the Warrantholder to the Company, for a new
warrant or warrants of like tenor and representing the right to purchase the same
aggregate number of Shares. The Company shall maintain a registry showing the
name and address of the Warrantholder as the registered holder of this Warrant.
This Warrant may be surrendered for exchange or exercise in accordance with its
terms, at the office of the Company, and the Company shall be entitled to rely in
all respects, prior to written notice to the contrary, upon such registry.

10. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in the case of any such loss, theft or
destruction, upon receipt of a bond, indemnity or security reasonably satisfactory
to the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company shall make and deliver, in lieu of such
lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the right to purchase the same aggregate number of Shares as
provided for in such lost, stolen, destroyed or mutilated Warrant.

11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted herein
shall not be a business day, then such action may be taken or such right may be
exercised on the next succeeding day that is a business day.

12. Rule 144 Information. The Company covenants that it will use its
reasonable best efforts to timely file all reports and other documents required to
be filed by it under the Securities Act and the Exchange Act and the rules and
regulations promulgated by the SEC thereunder (or, if the Company is not
required to file such reports, it will, upon the request of any Warrantholder, make
publicly available such information as necessary to permit sales pursuant to Rule
144 under the Securities Act), and it will use reasonable best efforts to take such
further action as any Warrantholder may reasonably request, in each case to the
extent required from time to time to enable such holder to, if permitted by the
terms of this Warrant and the Purchase Agreement, sell this Warrant without
registration under the Securities Act within the limitation of the exemptions
provided by (A) Rule 144 under the Securities Act, as such rule may be amended
from time to time, or (B) any successor rule or regulation hereafter adopted by the
SEC. Upon the written request of any Warrantholder, the Company will deliver to

8

NY 12532:433027.6


“Original Warrantholder” means the United States Department of the
Treasury. Any actions specified to be taken by the Original Warrantholder
hereunder may only be taken by such Person and not by any other Warrantholder.

“Permitted Transactions” has the meaning set forth in Section 13(B).

“Person” has the meaning given to it in Section 3(a)(9) of the Exchange
Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

“Per Share Fair Market Value” has the meaning set forth in Section 13(C).

“Preferred Shares” means the perpetual preferred stock issued to the
Original Warrantholder on the Issue Date pursuant to the Purchase Agreement.

“Pro Rata Repurchases” means any purchase of shares of Common Stock
by the Company or any subsidiary thereof pursuant to (A) any tender offer or
exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or
Regulation 14E promulgated thereunder or (B) any other offer available to
substantially all holders of Common Stock, in the case of both (A) or (B), whether
for cash, shares of Capital Stock of the Company, other securities of the Company,
evidences of indebtedness of the Company or any other Person or any other
property (including, without limitation, shares of Capital Stock, other securities or
evidences of indebtedness of a subsidiary), or any combination thereof, effected
while this Warrant is outstanding. The “Effective Date” of a Pro Rata Repurchase
shall mean the date of acceptance of shares for purchase or exchange by the
Company under any tender or exchange offer which is a Pro Rata Repurchase or
the date of purchase with respect to any Pro Rata Repurchase that is not a tender
or exchange offer.

“Purchase Agreement” means the Securities Purchase Agreement, dated
as of April 17, 2009, as amended from time to time, between the Company and
the United States Department of the Treasury, including all annexes and schedules
thereto.

“Regulatory Approvals” with respect to the Warrantholder, means, to the
extent applicable and required to permit the Warrantholder to exercise this
Warrant for shares of Common Stock and to own such Common Stock without
the Warrantholder being in violation of applicable law, rule or regulation, the
receipt of any necessary approvals and authorizations of, filings and registrations
with, notifications to, or expiration or termination of any applicable waiting
period under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations thereunder.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any
successor statute, and the rules and regulations promulgated thereunder.

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NY 12532:433027.6


determine or define the United States federal law, it is the intention of the
parties hereto that such court shall look only to the laws of the State of New
York without regard to the rules of conflicts of laws. Each of the Company
and the Warrantholder agrees (a) to submit to the exclusive jurisdiction and
venue of the United States District Court for the District of Columbia for any
action, suit or proceeding arising out of or relating to this Warrant or the
transactions contemplated hereby, and (b) that notice may be served upon
the Company at the address in Section 20 below and upon the
Warrantholder at the address for the Warrantholder set forth in the registry
maintained by the Company pursuant to Section 9 hereof. To the extent
permitted by applicable law, each of the Company and the Warrantholder
hereby unconditionally waives trial by jury in any legal action or proceeding
relating to the Warrant or the transactions contemplated hereby or thereby.

17. Binding Effect. This Warrant shall be binding upon any successors
or assigns of the Company.

18. | Amendments. This Warrant may be amended and the observance
of any term of this Warrant may be waived only with the written consent of the
Company and the Warrantholder.

19. Prohibited Actions. The Company agrees that it will not take any
action which would entitle the Warrantholder to an adjustment of the Exercise
Price if the total number of shares of Common Stock issuable after such action
upon exercise of this Warrant, together with all shares of Common Stock then
outstanding and all shares of Common Stock then issuable upon the exercise of all
outstanding options, warrants, conversion and other rights, would exceed the total
number of shares of Common Stock then authorized by its Charter.

20. Notices. Any notice, request, instruction or other document to be
given hereunder by any party to the other will be in writing and will be deemed to
have been duly given (a) on the date of delivery if delivered personally, or by
facsimile, upon confirmation of receipt, or (b) on the second business day
following the date of dispatch if delivered by a recognized next day courier
service. All notices hereunder shall be delivered as set forth below, or pursuant to
such other instructions as may be designated in writing by the party to receive
such notice.

If to the Company:

American International Group, Inc.
70 Pine Street
New York, New York 10270
Attention: Chief Financial Officer:
Secretary:
Treasurer:

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NY12532:433027.6


[Form of Notice of Exercise]
Date:
TO: American International Group, Inc.
RE: _ Election to Purchase Common Stock

The undersigned, pursuant to the provisions set forth in the attached
Warrant, hereby agrees to subscribe for and purchase the number of shares of the
Common Stock set forth below covered by such Warrant. The undersigned, in
accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate
Exercise Price for such shares of Common Stock in the manner set forth below. A
new warrant evidencing the remaining shares of Common Stock covered by such
Warrant, but not yet subscribed for and purchased, if any, should be issued in the
name set forth below.

Number of Shares of Common Stock

Method of Payment of Exercise Price (note if cashless exercise pursuant to
Section 3(i) of the Warrant or cash exercise pursuant to Section 3(ii) of the
Warrant, with consent of the Company and the Warrantholder)

Aggregate Exercise Price:
Holder:
By:

Name:
Title:

NY12532:433027.6


Board of Directors, acting in good faith or, with respect to Section 14, as
determined by the Original Warrantholder acting in good faith. For so long as the
Original Warrantholder holds this Warrant or any portion thereof, it may object in
writing to the Board of Director’s calculation of fair market value within 10 days
of receipt of written notice thereof. If the Original Warrantholder and the
Company are unable to agree on fair market value during the 10-day period
following the delivery of the Original Warrantholder’s objection, the Appraisal
Procedure may be invoked by either party to determine Fair Market Value by
delivering written notification thereof not later than the 30" day after delivery of
the Original Warrantholder’s objection.

“Governmental Entities” has the meaning ascribed to it in the Purchase
Agreement.

“Initial Number” has the meaning set forth in Section 13(B).
“Issue Date” means April 17, 2009.

“Market Price” means, with respect to a particular security, on any given
day, the last reported sale price regular way or, in case no such reported sale takes
place on such day, the average of the last closing bid and ask prices regular way,
in either case on the principal national securities exchange on which the
applicable securities are listed or admitted to trading, or if not listed or admitted to
trading on any national securities exchange, the average of the closing bid and ask
prices as furnished by two members of the Financial Industry Regulatory
Authority, Inc. selected from time to time by the Company for that purpose.
“Market Price” shall be determined without reference to after hours or extended
hours trading. If such security is not listed and traded in a manner that the
quotations referred to above are available for the period required hereunder, the
Market Price per share of Common Stock shall be deemed to be (i) in the event
that any portion of the Warrant is held by the Original Warrantholder, the fair
market value per share of such security as determined in good faith by the
Original Warrantholder or (ii) in all other circumstances, the fair market value per
share of such security as determined in good faith by the Board of Directors in
reliance on an opinion of a nationally recognized independent investment banking
corporation retained by the Company for this purpose and certified in a resolution
to the Warrantholder. For the purposes of determining the Market Price of the
Common Stock on the “trading day” preceding, on or following the occurrence of
an event, (i) that trading day shall be deemed to commence immediately after the
regular scheduled closing time of trading on the New York Stock Exchange or, if
trading is closed at an earlier time, such earlier time and (ii) that trading day shall
end at the next regular scheduled closing time, or if trading is closed at an earlier
time, such earlier time (for the avoidance of doubt, and as an example, if the
Market Price is to be determined as of the last trading day preceding a specified
event and the closing time of trading on a particular day is 4:00 p.m. and the
specified event occurs at 5:00 p.m. on that day, the Market Price would be
determined by reference to such 4:00 p.m. closing price).

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NY 12532:433027.6


average of all three determinations shall be binding upon the Company and the
Original Warrantholder. The costs of conducting any Appraisal Procedure shall be
borne by the Company.

“Board of Directors” means the board of directors of the Company,
including any duly authorized committee thereof.

“Business Combination” means a merger, consolidation, statutory share
exchange or similar transaction that requires the approval of the Company’s
stockholders.

“business day” means any day except Saturday, Sunday and any day on
which banking institutions in the State of New York generally are authorized or
required by law or other governmental actions to close.

“Capital Stock” means (A) with respect to any Person that is a corporation
or company, any and all shares, interests, participations or other equivalents
(however designated) of capital or capital stock of such Person and (B) with
respect to any Person that is not a corporation or company, any and all partnership
or other equity interests of such Person.

“Charter” means, with respect to any Person, its certificate or articles of
incorporation, articles of association, or similar organizational document.

“Charter Amendment” means the amendments to the Company’s Restated
Certificate of Incorporation to reduce the par value of the Common Stock to
$0.000001 per share and increase the number of authorized shares of Common
Stock to 19 billion.

“Common Stock’ has the meaning ascribed to it in the Purchase
Agreement.

“Company” means the American International Group, Inc.
“conversion” has the meaning set forth in Section 13(B).
“convertible securities” has the meaning set forth in Section 13(B).

“Exchange Act” means the Securities Exchange Act of 1934, as amended
from time to time, or any successor statute, and the rules and regulations
promulgated thereunder.

“Exercise Price” means, with respect to this Warrant, $0.000001 per share.
“Expiration Time” has the meaning set forth in Section 3.

“Fair Market Value” means, with respect to any security or other property,
the fair market value of such security or other property as determined by the
2

NY 12532:433027.6


that an adjustment shall become effective immediately after a record date for an
event, the Company may defer until the occurrence of such event (i) issuing to the
Warrantholder of this Warrant exercised after such record date and before the
occurrence of such event the additional shares of Common Stock issuable upon
such exercise by reason of the adjustment required by such event over and above
the shares of Common Stock issuable upon such exercise before giving effect to
such adjustment and (ii) paying to such Warrantholder any amount of cash in lieu
of a fractional share of Common Stock; provided, however, that the Company
upon request shall deliver to such Warrantholder a due bill or other appropriate
instrument evidencing such Warrantholder’s right to receive such additional
shares, and such cash, upon the occurrence of the event requiring such adjustment.

(H) Other Events. For so long as the Original Warrantholder holds this
Warrant or any portion thereof, if any event occurs as to which the provisions of
this Section 13 are not strictly applicable or, if strictly applicable, would not, in
the good faith judgment of the Board of Directors of the Company, fairly and
adequately protect the purchase rights of the Warrants in accordance with the
essential intent and principles of such provisions, then the Board of Directors
shall make such adjustments in the application of such provisions, in accordance
with such essential intent and principles, as shall be reasonably necessary, in the
good faith opinion of the Board of Directors, to protect such purchase rights as
aforesaid. The Exercise Price and the number of Shares into which this Warrant is
exercisable shall not be adjusted in the event of a change in the par value of the
Common Stock (other than pursuant to the Charter Amendment) or a change in
the jurisdiction of incorporation of the Company.

03) Statement Regarding Adjustments. Whenever the Exercise Price or
the number of Shares into which this Warrant is exercisable shall be adjusted as
provided in Section 13, the Company shall forthwith file at the principal office of
the Company a statement showing in reasonable detail the facts requiring such
adjustment and the Exercise Price that shall be in effect and the number of Shares
into which this Warrant shall be exercisable after such adjustment, and the
Company shall also cause a copy of such statement to be sent by mail, first class
postage prepaid, to each Warrantholder at the address appearing in the Company’s
records.

i) Notice of Adjustment Event. In the event that the Company shall
propose to take any action of the type described in this Section 13 (but only if the
action of the type described in this Section 13 would result in an adjustment in the
Exercise Price or the number of Shares into which this Warrant is exercisable or a
change in the type of securities or property to be delivered upon exercise of this
Warrant), the Company shall give notice to the Warrantholder, in the manner set
forth in Section 13(I), which notice shall specify the record date, if any, with
respect to any such action and the approximate date on which such action is to
take place. Such notice shall also set forth the facts with respect thereto as shall be
reasonably necessary to indicate the effect on the Exercise Price and the number,

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NY12532:433027.6


with a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Attention Robert W. Reeder, III
Michael M. Wiseman

If to the Warrantholder:

United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, DC 20220

Attention: Chief Counsel, Office of Financial Stability
Telecopy: (202) 927-9225

Email: ofschiefcounselnotices@do.treas.gov

with a copy to:

Davis Polk & Wardwell

450 Lexington Avenue

New York, NY 10017
Attention: John Brandow

21. Entire Agreement. This Warrant contains the entire agreement

between the parties with respect to the subject matter hereof and supersede all
prior and contemporaneous arrangements or undertakings with respect thereto.

NY 12532:433027.6