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Exhibit 10.1

Agreement for Binding Arbitration Between
American International Group, Inc. and
Maurice R. Greenberg and Howard I. Smith

     1. The parties agree that the following claims shall be submitted immediately to binding arbitration.

All claims of American International Group, Inc. (“AIG”) against Maurice R. Greenberg (“Greenberg”) and Howard I. Smith (“Smith”) in American International Group, Inc. Consolidated Derivative Litigation , Civil Action No. 769-VCS (Del. Ch.) (“the Delaware Derivative Action”); all claims of AIG against Greenberg and Smith in In re American International Group, Inc. Derivative Litigation , Master File No. 04 Civ. 8406 (DLC) (“the New York Derivative Action”); and all claims of Greenberg and Smith against AIG for advancement or indemnification.

          The parties do not purport to include in the arbitration any claims currently being prosecuted in pending cases by AIG shareholders against Greenberg and/or Smith.

     2. The parties will consider whether to arbitrate: (1) AIG’s claims against Starr International Company, Inc. (“SICO”) in Starr International Company, Inc. v. American International Group, Inc. , No. 05 Civ. 6283 (JSR) (S.D.N.Y.) (the “federal SICO case”), and against Greenberg, Smith and the other defendants in American International Group, Inc. v. Greenberg et al. , N.Y. Sup. Ct., Index No. 600885/08 (Ramos, J.) (the “state SICO case”), after final decision on any appeals in the federal SICO case; (2) Greenberg’s and related entities’ subprime-related claims against AIG ( Greenberg v. American International Group, Inc. , 09 Civ. 1885 (LTS) (S.D.N.Y.); Starr Foundation v. Americ

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