Attached as Exhibit 10.1 to this Current Report on Form 8-K/A is the Series C Perpetual, Convertible, Participating Preferred Stock Purchase Agreement, dated as of March 1, 2009, between AIG Credit Facility Trust, a trust established for the sole benefit of the United States Treasury, and American International Group, Inc., including all exhibits thereto.
Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits

   (d) Exhibits

 Exhibit Number        Description
          10.1         Series C Perpetual, Convertible, Participating Preferred Stock
                       Purchase Agreement, dated as of March 1, 2009, between AIG Credit
                       Facility Trust, a trust established for the sole benefit of the United
                       States Treasury, and American International Group, Inc.