<PAGE>

                                                                    Exhibit 10.1

                       AMERICAN INTERNATIONAL GROUP, INC.

                            2005 SENIOR PARTNERS PLAN
                            -------------------------

1.   PURPOSE

     The Compensation 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"). 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.

      B.    Death, Disability or Retirement after Age 65. If a Participant dies,
            becomes subject to permanent disability or retires at or after age
            65, in each case while actively employed by the Employer, any
            remaining unpaid 2005 SPU Value Amount will be paid to the
            Participant or his/her estate or guardian, as the case may be,
            promptly following


<PAGE>



            such event. For this purpose, "permanent disability" has the meaning
            defined in the American International Group, Inc. Group Long-Term
            Insurance Policy as in effect on the relevant date (or, if none,
            will be determined by the Committee in its sole discretion).

      C.    Election to Delay Payment. Participants may, in the Committee's sole
            discretion, be permitted to elect to defer receipt of the 2005 SPU
            Value Amount under a separate AIG deferral program.

5.    DIVIDEND-RELATED PAYMENTS

      A.    General. Beginning in 2006, each Participant will be paid a cash
            dividend-related amount on March 31, June 30, September 30 and
            December 31 based upon their unpaid 2005 SPU Value Amount. The
            quarterly dividend-related payment for each Participant will equal
            (1) his or her aggregate unpaid 2005 SPU Value Amount at the
            beginning of the quarter multiplied by (2) the total cash dividends
            AIG pays on its common stock during the quarter divided by (3) the
            Adjusted Book Value at the beginning of the quarter.

      B.    Definitions. "Adjusted Book Value" means, for any date, the total
            AIG shareholders' equity as of the date minus Accumulated Other
            Comprehensive Income (or plus Accumulated Other Comprehensive Loss)
            as of such date (as reported in AIG's Consolidated Statement of
            Shareholders' Equity) with such adjustments as the Committee may
            make in its sole discretion.

      C.    Termination of Employment. If a Participant's employment with the
            Employer is terminated for any reason, the Participant's rights to
            receive any further dividend-related payment will terminate.

6.    ADMINISTRATION OF THIS PLAN

      A.    General. This Plan will be administered by the Committee. Actions of
            the Committee may be taken by the vote of a majority of its members.
            The Committee may allocate among its members and delegate to any
            person who is not a member of the Committee any of its
            administrative responsibilities. The Committee will have power to
            interpret this Plan, to make regulations for carrying out its
            purpose and to make all other determinations in connection with its
            administration, all of which will, unless otherwise determined by
            the Committee, be final, binding and conclusive. In addition, the
            Committee may, in its sole discretion, reinstate any SPUs, 2005 SPU
            Value Amounts or dividend-related payments that would otherwise have
            been terminated and forfeited because of a Participant's termination
            of employment, if the Participant complies with any covenants,
            agreements or conditions that the Committee may impose.

      B.    Non-Uniform Determinations. The Committee's determinations under
            this Plan need not be uniform and may be made by it



                                       2
<PAGE>


            selectively among persons who receive, or are eligible to receive,
            SPUs under this Plan (whether or not such persons are similarly
            situated). Without limiting the generality of the foregoing, the
            Committee will be entitled, among other things, to make non-uniform
            and selective determinations as to (1) the persons to become
            Participants and (2) whether a Participant's employment with the
            Employer has been terminated (as described in Section 6C).

      C.    Determination of Employment. The Committee will have the right to
            determine itself with respect to any Participant the commencement
            date or termination date of the Participant's employment with the
            Employer solely for purposes of this Plan, separate and apart from
            any determination as may be made by AIG or its subsidiaries with
            respect to the individual's employment.

      D.    Amendments. The Committee will have the power to amend this Plan in
            any manner and at any time, including in a manner adverse to the
            rights of the Participants.

      E.    No Liability. No member of the Board of Directors of AIG or the
            Committee or any employee of the Employer (each, a "Covered Person")
            will have any liability to any person (including any Participant)
            for any action taken or omitted to be taken or any determination
            made in good faith with respect to this Plan or any Participant's
            participation in it. Each Covered Person will be indemnified and
            held harmless by AIG against and from any loss, cost, liability, or
            expense (including attorneys' fees) that may be imposed upon or
            incurred by such Covered Person in connection with or resulting from
            any action, suit or proceeding to which such Covered Person may be a
            party or in which such Covered Person may be involved by reason of
            any action taken or omitted to be taken under this Plan and against
            and from any and all amounts paid by such Covered Person, with AIG's
            approval, in settlement thereof, or paid by such Covered Person in
            satisfaction of any judgment in any such action, suit or proceeding
            against such Covered Person, provided that AIG will have the right,
            at its own expense, to assume and defend any such action, suit or
            proceeding and, once AIG gives notice of its intent to assume the
            defense, AIG will have sole control over such defense with counsel
            of AIG's choice. The foregoing right of indemnification will not be
            available to a Covered Person to the extent that a court of
            competent jurisdiction in a final judgment or other final
            adjudication, in either case, not subject to further appeal,
            determines that the acts or omissions of such Covered Person giving
            rise to the indemnification claim resulted from such Covered
            Person's bad faith, fraud or willful misconduct. The foregoing right
            of indemnification will not be exclusive of any other rights of
            indemnification to which Covered Persons may be entitled under AIG's
            Restated Certificate of Incorporation or Bylaws, as a matter of law,
            or otherwise, or any other power that AIG may have to indemnify such
            persons or hold them harmless.



                                       3
<PAGE>

      F.    Other. In furtherance of AIG's policies, notwithstanding Section 2,
            if any Participant is a shareholder in C.V. Starr & Co., Inc. on
            March 31, 2006, such person will cease to be a Participant, his or
            her SPUs will be forfeited and terminate and he or she will have no
            rights under this Plan (in each case, unless the Committee
            determines otherwise).

7.    GENERAL RULES

      A.    No Funding. AIG will be under no obligation to fund or set aside
            amounts to pay obligations under this Plan. Participants will have
            no rights to the 2005 SPU Value Amount other than as a general
            unsecured creditor of AIG.

      B.    Tax Withholding. As a condition to the payment of any amount under
            this Plan or in connection with any other event that gives rise to a
            federal or other governmental tax withholding obligation (1) AIG may
            deduct or withhold (or cause to be deducted or withheld) from any
            payment to a Participant whether or not pursuant to this Plan or (2)
            the Committee will be entitled to require that the Participant remit
            cash to AIG (through payroll deduction or otherwise), in each case,
            in an amount sufficient in the opinion of AIG to satisfy such
            withholding obligation.

      C.    No Rights to Other Payments. The provisions of this Plan provide no
            right or eligibility to a Participant to any other payouts from AIG
            or its subsidiaries under any other alternative plans, schemes,
            arrangements or contracts AIG may have with any employees or group
            of employees of AIG or its subsidiaries.

      D.    No Effect on Benefits. Grants and payments under this Plan will
            constitute a special discretionary incentive payment to the
            Participants and will not be required to be taken into account in
            computing the amount of salary or compensation of the Participants
            for the purpose of determining any contributions to or any benefits
            under any pension, retirement, profit-sharing, bonus, life
            insurance, severance or other benefit plan of the Employer or under
            any agreement with the Participant, unless the Employer specifically
            provides otherwise.

      E.    Section 409A Payment Delay. Notwithstanding any provision to the
            contrary in this Plan, to the extent any payment to be made to a
            Participant in connection with the Participant's termination of
            service with the Employer would be subject to the additional tax of
            Section 409A of the Internal Revenue Code (the "Code"), the payment
            will be delayed until six months after a Participant's termination
            of service with the Employer (or earlier death or disability (within
            the meaning of Section 409A of the Code)).

      F.    Severability. If any of the provisions of this Plan is finally held
            to be invalid, illegal or unenforceable (whether in whole or in
            part), such provision will be deemed modified to the extent, but
            only to the


                                       4
<PAGE>

            extent, of such invalidity, illegality or unenforceability and the
            remaining provisions will not be affected thereby; provided, that if
            any of such provisions is finally held to be invalid, illegal, or
            unenforceable because it exceeds the maximum scope determined to be
            acceptable to permit such provision to be enforceable, such
            provision will be deemed to be modified to the minimum extent
            necessary to modify such scope in order to make such provision
            enforceable hereunder.

      G.    Entire Agreement. This Plan contains the entire agreement of the
            parties with respect to the subject matter thereof and supersedes
            all prior agreements, promises, covenants, arrangements,
            communications, representations and warranties between them, whether
            written or oral with respect to the subject matter thereof.

      H.    Waiver of Claims. Each Participant recognizes and agrees that prior
            to being selected by the Committee to receive a SPU he or she has no
            right to any benefits under this Plan. Accordingly, in consideration
            of the Participant's receipt of any SPU hereunder, he or she
            expressly waives any right to contest the amount of any SPU, the
            terms of this Plan, any determination, action or omission hereunder
            by the Committee or AIG or any amendment to this Plan.

      I.    No Third Party Beneficiaries. Except as expressly provided therein,
            this Plan will not confer on any person other than AIG and the
            Participant any rights or remedies thereunder. The exculpation and
            indemnification provisions of Section 6E will inure to the benefit
            of a Covered Person's estate and beneficiaries and legatees.

      J.    AIG's Successors and Assigns. The terms of this Plan will be binding
            upon and inure to the benefit of AIG and its successors and assigns.

      K.    Right of Offset. AIG will have the right to offset against the
            obligation to pay an amount to any Participant, any outstanding
            amounts (including, without limitation, travel and entertainment or
            advance account balances, loans or amounts repayable to it pursuant
            to tax equalization, housing, automobile or other employee programs)
            such Participant then owes to it.

      L.    Nonassignability. The SPUs, 2005 SPU Value Amounts and
            dividend-related payments will not be assignable, transferable,
            pledged, hedged or in any manner alienated, whether by operation of
            law or otherwise, except as a result of death or incapacity where
            such rights are passed pursuant to a will or by operation of law.
            The Committee may in its sole discretion acknowledge the written
            direction by a Participant to transfer his/her SPUs under this Plan
            to a revocable grantor trust in such form and on such conditions as
            the Committee may require in its sole discretion. Any assignment,
            transfer, pledge, or other disposition in violation of


                                       5

<PAGE>

            the provisions of this Section 7L will be null and void and any SPUs
            which are hedged in any manner will immediately be forfeited.

      M.    Right to Discharge. Nothing contained in this Plan or in any SPU
            will confer on any Participant any right to be continued in the
            employ of the Employer or to be included in any future plans of a
            similar nature.

      N.    Consent. If the Committee will at any time determine that any
            consent (as hereinafter defined) is necessary or desirable as a
            condition of, or in connection with, the granting of any SPUs,
            determination of the 2005 SPU Value Amount or the payment of any
            amount under this Plan, or the taking of any other action thereunder
            (each such action, a "plan action"), then such plan action will not
            be taken, in whole or in part, unless and until such consent will
            have been effected or obtained to the full satisfaction of the
            Committee. The term "consent" as used in this Section 7N includes
            (1) any and all listings, registrations or qualifications in respect
            thereof upon any securities exchange or under any federal, state, or
            local law, or law, rule or regulation of a jurisdiction outside the
            United States, (2) any other matter, which the Committee may deem
            necessary or desirable to comply with the terms of any such listing,
            registration or qualification or to obtain an exemption from the
            requirement that any such listing, qualification or registration be
            made, (3) any and all other consents, clearances and approvals in
            respect of a plan action by any governmental or other regulatory
            body or any stock exchange or self-regulatory agency and (4) any and
            all consents required by the Committee.

      O.    Adoption. This Plan was adopted on December 14, 2005 by the
            Committee.

8.    DISPUTES

      A.    Governing Law. This Plan will be governed by and construed in
            accordance with the laws of the State of New York, without regard to
            principles of conflict of laws.

      B.    Arbitration. Subject to the provisions of this Section 8, any
            dispute, controversy or claim between AIG and a Participant, arising
            out of or relating to or concerning this Plan or any SPU, will be
            finally settled by arbitration in New York City before, and in
            accordance with the rules then obtaining of, the New York Stock
            Exchange, Inc. (the "NYSE") or, if the NYSE declines to arbitrate
            the matter (or if the matter otherwise is not arbitrable by it), the
            American Arbitration Association (the "AAA") in accordance with the
            commercial arbitration rules of the AAA. Prior to arbitration, all
            claims maintained by a Participant must first be submitted to the
            Committee in accordance with claims procedures determined by the
            Committee.


                                       6

<PAGE>

      C.    Jurisdiction. AIG and each Participant hereby irrevocably submit to
            the exclusive jurisdiction of a state or federal court of
            appropriate jurisdiction located in the Borough of Manhattan, the
            City of New York over any suit, action or proceeding arising out of
            or relating to or concerning this Plan or any SPU that is not
            otherwise arbitrated or resolved according to Section 8B. AIG and
            each Participant acknowledge that the forum designated by this
            Section has a reasonable relation to this Plan and to such
            Participant's relationship with AIG.

      D.    Waiver. AIG and each Participant waive, to the fullest extent
            permitted by applicable law, any objection which AIG and such
            Participant now or hereafter may have to personal jurisdiction or to
            the laying of venue of any such suit, action or proceeding in any
            court referred to in Section 8C. AIG and each Participant undertake
            not to commence any action, suit or proceeding arising out of or
            relating to or concerning this Plan or any SPU in any forum other
            than a forum described in Section 8C.

      E.    Service of Process. Each Participant irrevocably appoints the
            Secretary of AIG at 70 Pine Street, New York, New York 10270, U.S.A.
            as his or her agent for service of process in connection with any
            action, suit or proceeding arising out of or relating to or
            concerning this Plan or any SPU that is not otherwise arbitrated or
            resolved according to Section 8A. The Secretary will promptly advise
            the Participant of any such service of process.

      F.    Confidentiality. Each Participant must keep confidential any
            information concerning any grant made under this Plan and any
            dispute, controversy or claim relating to this Plan, except that a
            Participant may disclose information concerning a dispute or claim
            to the court that is considering such dispute or to such
            Participant's legal counsel (provided that such counsel agrees not
            to disclose any such information other than as necessary to the
            prosecution or defense of the dispute).

9.    TERM OF PLAN

      This Plan will continue until suspended or terminated by the Committee in
its sole discretion. Any termination of this Plan will be done in a manner that
the Committee determines complies with Section 409A of the Code.



                                       7