ASSURANCE AGREEMENT

Ex. 10(5)

          Assurance Agreement , dated as of June 27, 2005 (this “Agreement”), by American International Group, Inc., a Delaware corporation (“AIG”), in favor of each Eligible Employee (as defined below).

Recitals

          A. The Covered Payments. C.V. Starr & Co., Inc. (“Starr”) has historically offered members of AIG’s senior management the opportunity to purchase shares of its common stock. The payments owed by Starr in respect of which a notice of redemption or repurchase of “Covered Stock” (as defined below) has been given in accordance with Starr’s Amended and Restated Stockholders Agreement, dated as of July 16, 2002, its Certificate of Incorporation and its By-Laws, each as in effect December 31, 2004 (the “Governing Documents”), are referred to in this Agreement, collectively, as the “Covered Payments”.

          B. The Eligible Employees. AIG has determined, subject to the conditions set forth in this Agreement, to assure each person who was as of May 18, 2005 both (1) a stockholder of Starr and (2) an employee of AIG or its subsidiaries (each, an “Eligible Employee”) that all Covered Payments are promptly paid to the Eligible Employee.

          Now, Therefore , AIG agrees as follows, intending to be legally bound:

          1. Assurance of Payment. AIG agrees to make any Covered Payment to any Eligible Employee that is not promptly paid by Starr as required by the express terms of the Governing Documents, subject to the conditions set forth in Section 2 and the terms of this Agreement. The agreement to make the payments described in this Section 1 is irrevocable.

          2. Conditions. AIG’s obligation to make the payments contemplated by Section 1 is subject to the following conditions:

     (a) For purposes of this Agreement, “Covered Stock” shall mean all Covered Stock (as defined in Governing Documents) owned by an Eligible Employee on May 18, 2005 and all subsequent dividends of preferred stock that would constitute such Covered Stock made by Starr consistent with past practice as determined by the Compensation Committee of the Board of Directors of AIG (the “Compensation Committee”);

     (b) The obligation will apply only to the Covered Payments owed under the express terms of the Governing Documents as in effect on December 31, 2004, without giving effect to any subsequent modification, waiver or amendment or action or inaction by the directors or stockholders of Starr, in each case not approved by the Compensation Committee;

     (c) The obligation will apply only to payments to an Eligible Employee who is not terminated by AIG for cause, as determined by the Compensation Committee; and

     (d) The Eligible Employee shall agree to take all actions reasonably requested by the AIG to subrogate AIG to his or her rights against Starr for any payment made by AIG. Without limiting the generality of the preceding sentence, each Eligible Employee shall be required to agree, before receiving a payment pursuant to Section 1, that he or she will repay the payment if the underlying obligation is ultimately satisfied by Starr.

          3. Nature of Obligations. This Agreement shall remain in full force and effect and shall be binding on AIG, its successors and assigns until all Covered Payments owed to Eligible Employees under the express terms of the Governing Documents have been made in full. In the event that any payment to an Eligible Employee in respect of a Covered Payment is rescinded or must otherwise be returned for any reason whatsoever, AIG shall remain liable under this Agreement with respect to payment as if it had not been made. AIG reserves the right to assert any and all defenses that Starr may have to any payment.

          4. Subrogation. On making any payment under Section 1, AIG shall be subrogated to the rights of the Eligible Employee against Starr with respect to the underlying obligations of Starr.

          5. Administration of this Agreement.

     (a) This Agreement shall be administered by the Compensation Committee. Actions of the Compensation Committee may be t