Exhibit 10.3


  





 



American International Group, Inc.


Long Term Incentive Plan


(as amended and restated effective September 27, 2021)


 


1.         Purpose; Definitions


This American International
Group, Inc. Long Term Incentive Plan (this “Plan”) is designed to
provide selected officers and key employees of American International Group,
Inc. (“AIG” and together with its consolidated subsidiaries,
determined in accordance with U.S. generally accepted accounting principles,
the “Company”) with incentives to contribute to the long-term
performance of AIG in a manner that appropriately balances risk and rewards.


As specified in the
applicable award agreement, Awards under this Plan are issued either under the
American International Group, Inc. 2013 Omnibus Incentive Plan (the “2013
Omnibus Plan”) or the American International Group, Inc. 2021 Omnibus Incentive
Plan (“the 2021 Omnibus Plan”), as each are amended from time to time or any
successor stock incentive plan, (collectively or as applicable the “Omnibus
Plan”), the terms of which are incorporated in this Plan.  Capitalized
terms used in this Plan but not otherwise defined in this Plan or in the
attached Glossary of Terms in Annex A have the meaning ascribed to them
in the applicable Omnibus Plan.


2.         Performance Period


Awards (as defined below)
will be earned over a three-year performance period (a “Performance
Period”), unless the Compensation and Management Resources
Committee of the Board of Directors of AIG (including any successor, the “Committee”)
determines a different period is appropriate for some or all Participants as
set forth in the applicable award agreement. 


3.         Awards and Participants


A.         Awards.  Awards issued under this
Plan (“Awards”) may consist of performance share units (“PSUs”),
restricted stock units (“RSUs”), stock options (“Options”),
or a combination of PSUs, RSUs and Options, as the Committee may determine from
time to time.  PSUs provide holders with the opportunity to earn shares of AIG Common
Stock (“Shares”) based on achievement of performance criteria
during the Performance Period.  RSUs provide holders with the opportunity to
earn Shares based on continued Employment throughout the Performance Period.  Options
provide holders with the right to purchase Shares based on achievement of
performance criteria during, or continued Employment throughout, the
Performance Period, or a combination thereof.  PSUs, RSUs and Options will be
subject to the terms and conditions of the applicable Omnibus Plan, this Plan
and the applicable award agreement, and will be issued only to the extent
permissible under relevant laws, regulatory restrictions and agreements
applicable to the Company.  In addition to the preceding, the Committee may
establish another form of Award to the extent it determines appropriate for
some or all Participants (as defined below).  


B.         Participants.  The Committee will from
time to time determine (1) the officers and key employees of the Company who
will receive Awards (the “Participants”) and (2) the number and
type of Awards issued to each Participant.  No Award to a Participant shall in
any way obligate the Committee to (or imply that the Committee will) provide a
similar Award (or any Award) to the Participant in the future.


C.         Status of Awards.  Each PSU and RSU
constitutes an unfunded and unsecured promise of AIG to deliver (or cause to be
delivered) one (1) Share (or, at the election of AIG, cash equal to the
Fair Market Value thereof) as provided in Section 5.B.  Until such delivery, a
holder of PSUs or RSUs will have only the rights of a general unsecured
creditor and no rights as a shareholder of AIG.  Each Option represents a right
to purchase one (1) Share, subject to the terms and conditions set forth in the
applicable award agreement.


 




 


 












 





D.         Award Agreements.  Each Award granted under the Plan shall be evidenced by an
award agreement that shall contain such provisions and conditions as the
Committee deems appropriate; provided that, except as otherwise
expressly provided in an award agreement, if there is any conflict between any
provision of this Plan and an award agreement, the provisions of this Plan
shall govern.  By accepting an Award pursuant to this Plan, a Participant thereby
agrees that the Award shall be subject to all of the terms and provisions of
this Plan, the applicable Omnibus Plan and the applicable award agreement. 
Awards shall be accepted by a Participant signing the applicable award
agreement, and returning it to the Company.  Failure by a Participant to do so
within ninety (90) days from the date of the award agreement shall give the
Company the right to rescind the Award.


4.         Performance Measures for PSUs; Earned PSUs


A.       Target PSUs.  For an Award of PSUs, a  Participant’s award
agreement will set forth a target number of PSUs as determined by the Committee
(the “Target PSUs”).   


B.         Performance Measures.  The number of PSUs earned
for any Performance Period will be based on one or more performance measures
established by the Committee in its sole discretion with respect to such
Performance Period (collectively, the “Performance Measures”).  For
each Performance Measure with respect to a Performance Period, the Committee
will establish a Threshold, Target and Maximum achievement level and the
weighting afforded to each such Performance Measure.  The
Committee may also establish gating metrics that must be satisfied before
Performance Measures are applied to assess the number of PSUs that are earned.


C.      Performance Results.  At the end of the
Performance Period, the Committee will assess performance against each
Performance Measure and determine the Earned Percentage (as detailed below) for
each such Performance Measure as follows, subject to the terms and conditions
of this Plan and unless determined otherwise by the Committee: 


	
  Performance

  	
  Earned Percentage

  
	
  Performance less than Threshold

  	
  0%

  
	
  Performance at Threshold

  	
  50%

  
	
  Performance at Target

  	
  100%

  
	
  Performance at or above Maximum

  	
  200%

  






The Earned Percentage for performance between Threshold and Target
and between Target and Maximum will be determined on a straight-line basis,
unless determined otherwise by the Committee.   


D.         Earned PSUs.  The number of PSUs
earned for the Performance Period (the “Earned PSUs”) will equal
the sum of the PSUs earned for each Performance Measure, calculated as follows,
unless determined otherwise by the Committee:  


	
  PSUs earned

  for a

  Performance

  Measure

  	
  =

  	
  Target

  PSUs

  	
  X

  	
  Earned

  Percentage

  	
  X

  	
  Weighting of

  Performance

  Measure

  	
   

  






For the avoidance of doubt, the Committee retains discretion to
reduce any Earned PSU Award to zero.


 




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5.         Vesting and
Delivery


A.         Vesting of Earned Awards.  Except as provided in
Section 6, and subject to the other terms and conditions of this Plan and the
applicable award agreement, Earned PSUs, RSUs and Options will vest on the
date(s) and/or event(s) specified in the applicable award agreement (each, a “Scheduled
Vesting Date”).  Unless otherwise set forth in the applicable award
agreement, RSUs and Options will be earned based solely on the Participant’s
continued Employment through the end of the Performance Period.


B.      Delivery of Earned PSUs and
RSUs.  Except
as provided in Section 6, AIG will deliver (or cause to be delivered) to
the Participant Shares (or, at the election of AIG, cash equal to the Fair
Market Value thereof) in respect of any Earned PSUs, RSUs, or portion thereof,
as promptly as administratively practicable following the applicable Scheduled
Vesting Date.  Subject to Section 6, a Participant must be Employed on the
applicable Scheduled Vesting Date in order to be entitled to receive a delivery of any portion of
the Earned PSUs and RSUs.


C.        Dividend
Equivalents and Dividend Equivalent Units (as both are defined below) for RSUs
and PSUs.  In respect of Awards of
RSUs or PSUs, unless otherwise set forth in the applicable award agreement, if
any cash dividend is declared on Shares with a record date that occurs during
the Dividend Equivalent Period (as defined below): 


 


(1)        With
respect to dividends declared with a record date that occurs after the second
quarter of 2021, the Participant will accrue, with respect to each RSU and
Earned PSU awarded to the Participant, in accordance with the Plan, a Dividend
Equivalent.  


 


The value of the Dividend Equivalents that the Participant will accrue will
be equal to (1) the declared cash dividend amount per Share times  (2)
the number of RSUs and Earned PSUs (including, unless otherwise determined by
AIG, the number of RSUs and PSUs accrued through the issuance of Dividend
Equivalent Units previously credited pursuant to Section 5.C(2) below), in
accordance with the plan, covered by the Participant's Award at such time. 


 


The accrued Dividend
Equivalents will vest and be paid in cash at
the same time, and subject to the same terms and conditions (including, for
PSUs, increase or decrease based on achievement of performance criteria in
accordance with Section 4 above) as the RSUs or Earned PSUs on which such
Dividend Equivalent accrued.


 


(2)         With respect to
dividends declared with a record date that occurs on or after the date an Award
is granted through the second quarter of 2021, the Participant will accrue,
with respect to each RSU and Earned PSU awarded to the Participant, in
accordance with the Plan, a Dividend Equivalent Unit in the form of
additional RSUs and PSUs. 


 


The number of Dividend Equivalent Units that the Participant
will accrue will be equal to (1) the cash dividend amount per Share times 
(2) the number of RSUs and Earned PSUs, in accordance with the Plan,
outstanding with respect to a Participant's Award (including both RSUs and PSUs
awarded at the grant date of the Award, and RSUs and PSUs accrued through the
issuance of prior Dividend Equivalent Units) divided  by the Fair Market
Value of one Share on the applicable dividend record date.  


 


Dividend Equivalent Units will vest
and be settled in Shares or the cash value of such Shares (at the discretion of
the Company), at the same time, and subject to the same terms and conditions
(including, for PSUs, increase or decrease based on achievement of performance
criteria in accordance with Section 4 above) as the RSUs or PSUs on which such
Dividend Equivalent Units accrued.


 


(3)        Definitions


 


“Dividend Equivalent” is the unfunded and unsecured promise of AIG to pay cash
at the time set forth in paragraph 5.C(1) above with respect to amounts that
accrued with respect to the Dividend Equivalent Period from cash dividends that
were declared for AIG shareholders with respect to each RSU and Earned PSU
awarded to the Participant in accordance with the Plan.


 






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“Dividend Equivalent Unit” is the unfunded and unsecured promise of AIG to settle, at
the time set forth in paragraph 5.C(2) above, in Shares or the cash value of
such Shares (rounded down to the nearest whole number of Shares) the additional
RSUs and PSUs that accrued with respect to the Dividend Equivalent Period from
cash dividends that were declared for AIG shareholders with respect to each RSU
and Earned PSU awarded to the Participant, in accordance with the Plan.


 


“Dividend Equivalent Period” means the period
commencing on the date on which PSUs or RSUs were awarded to the Participant
and ending on the last day on which Shares (or cash) are delivered to the
Participant with respect to the RSUs or Earned PSUs.    


 


D.         Exercise and
Expiration of Options.  Vested Options may be exercised in accordance with procedures
set forth in Section 2.3.5 of the applicable Omnibus Plan, including procedures
established by the Company.  Stock Options that are not vested may not be
exercised.  Pursuant to Section 2.3.4 of the applicable Omnibus Plan, in no
event will any Option be exercisable after the expiration of ten (10) years
from the date on which the Option is granted (but the applicable award
agreement may provide for an earlier expiration date).


6.         Vesting and Payout Upon Termination of
Employment and Corporate Events


Except as otherwise provided in the applicable award agreement:


A.         Termination Generally.  Except as otherwise
provided in this Section 6, if a Participant’s Employment is Terminated
for any reason, then (i) any unvested Awards, or parts thereof, shall
immediately terminate and be forfeited, and (ii) any vested Options will remain exercisable as set
forth in the applicable award agreement (but in no case later than the
expiration date for such Options specified in the applicable award agreement), provided 
that  in the case of a Participant’s Termination for Cause, all Options
(whether vested or unvested) will immediately terminate and be forfeited.


B.         Involuntary Termination,
Retirement or Disability.  Subject to Section 6.F, in the case of a Participant’s
involuntary Termination without Cause, Retirement or Disability:


(1)        the Participant’s
outstanding PSUs and RSUs will immediately vest and the Shares (or cash)
corresponding to the Earned PSUs (based on the performance for the whole
Performance Period) or RSUs, as applicable, will be delivered to the Participant
on the dates that the applicable Award would otherwise have been delivered if
the Participant had continued to remain Employed; and


(2)        (i) any vested Options will
remain exercisable, (ii) any unvested time-vesting Options will be deemed
to have attained their respective time-vesting requirements, and (iii)
any unvested performance-vesting Options will (a) be deemed to have
attained their respective time-vesting requirements, if any, and (b) to
the extent any performance-vesting requirements have not been achieved,
continue to be eligible to vest in accordance with their respective
performance-vesting terms.  In the event of an Involuntary Termination or Disability,
the Options that are or become vested pursuant to this paragraph (2) shall
remain exercisable as set forth in the applicable award agreement, provided,
however, in the event of a Retirement, with
respect to Retirements on and after January 1, 2021, all Options that are or
become vested pursuant to this paragraph (2) (including, but not limited to,
Options granted in calendar years 2017 - 2020, notwithstanding any language to
the contrary in the award agreements and Schedule A of such Options) will
remain exercisable for the remainder of the term of such Options set forth in
the applicable award agreement for such Options.  No Options will remain
exercisable beyond the expiration date for such Options as specified in the
applicable award agreement. 


For the avoidance of doubt,
an involuntary Termination without Cause as provided in this Section 6.B shall
not include a resignation that a Participant may assert was a constructive
discharge.


 




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C.         Death.  


(1)        PSUs.  For outstanding Awards of
PSUs, (i) in the case of a Participant’s death during a Performance Period or
following a Performance Period but prior to the Committee’s adjudication of
performance under Section 4.C, the Participant’s PSU Award will immediately
vest and the Shares (or cash) corresponding to the Target PSUs will be
delivered to the Participant’s estate as soon as practicable but in no event
later than the end of the calendar year or, if later, within two (2) and
one-half (1/2) months following the date of death and (ii) in the case of a
Participant’s death following the Committee’s adjudication of performance for a
Performance Period under Section 4.C, the Participant’s PSU Award will
immediately vest and the Shares (or cash) corresponding to the Earned PSUs
(based on performance for the whole Performance Period) will be delivered to
the Participant’s estate as soon as practicable but in no event later than the
end of the calendar year or, if later, within two (2) and one-half (1/2) months
following the date of death. 


(2)        RSUs.  For outstanding Awards of
RSUs, in the case of a Participant’s death, the Participant’s outstanding
unvested RSUs will immediately vest and the Shares (or cash) corresponding to
the RSUs will be delivered to the Participant’s estate as soon as practicable
but in no event later than the end of the calendar year or, if later, within
two (2) and one-half (1/2) months following the date of death.


(3)        Options.  For outstanding Awards of
Options, in the case of a Participant’s death, (i) any vested Options will remain exercisable
as set forth in the applicable award agreement, (ii) any unvested
time-vesting Options will be deemed to have attained their respective
time-vesting requirements and remain exercisable as set forth in the applicable
award agreement and (iii) any unvested performance-vesting Options will
(a) be deemed to have attained their respective time-vesting requirements, if
any, (b) to the extent any performance-vesting requirements have not been
achieved, continue to be eligible to vest in accordance with their respective
performance-vesting terms and (c) be exercisable as set forth in the applicable
award agreement; provided that no Options will remain exercisable beyond
the expiration date for such Options as specified in the applicable award
agreement.


D.         Change in Control.  


(1)       PSUs.  For outstanding Awards of
PSUs, in the case of a Change in Control during a Performance Period and the
Participant’s involuntary Termination without Cause or resignation for Good
Reason within twenty-four (24) months following such Change in Control, the
Participant shall receive Shares (or cash) corresponding to the Target PSUs,
unless the Committee determines to use actual performance through the date of
the Change in Control, and such Shares (or cash) will immediately vest.  In the
case of a Change in Control following a Performance Period and the
Participant’s involuntary Termination without Cause or resignation for Good
Reason within twenty-four (24) months following such Change in Control, the
Participant shall receive Shares (or cash) corresponding to the Earned PSUs
(based on performance for the whole Performance Period), and such Shares (or
cash) will immediately vest.  Any such amounts representing vested PSUs will be
delivered by the end of the calendar year or, if later, within two (2) and
one-half (1/2) months following the Participant’s separation from service, provided
that no delivery will be delayed as a result of the Change in Control.  


(2)       RSUs.  For outstanding Awards of
RSUs, in the case of a Change in Control and the Participant’s involuntary
Termination without Cause or resignation for Good Reason within twenty-four
(24) months following such Change in Control, a Participant’s outstanding
unvested RSUs will immediately vest.  Any such amounts representing vested RSUs
will be delivered by the end of the calendar year or, if later, within two and
one-half months following the Participant’s separation from service, provided
that no delivery will be delayed as a result of the Change in Control.


 




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(3)     Options.  For outstanding Awards of performance-vesting Options, (a) in
the case of a Change in Control during the applicable Performance Period and
the Participant’s involuntary Termination without Cause or resignation for Good
Reason within twenty-four (24) months following such Change in Control, any unvested
performance-vesting Options will immediately vest based on target performance, unless the
Committee determines to use actual performance through the date of the Change
in Control, and (b) in the case of a Change in Control following an applicable
Performance Period and the Participant’s involuntary Termination without Cause
or resignation for Good Reason within twenty-four (24) months following such
Change in Control, any performance-vesting Stock Options will immediately vest
based on actual performance for such period.  For outstanding
time-vesting Options, in the case of a Change in Control and the Participant’s
involuntary Termination without Cause or resignation for Good Reason within
twenty-four (24) months following such Change in Control, any unvested
time-vesting Options will immediately vest.  All Options that vest pursuant to this
paragraph will remain exercisable for the remainder of the term of such Options
as set forth in the applicable award agreement for such Options.  No Options
will remain exercisable beyond the expiration date for such Options as
specified in the applicable award agreement.


E.     Election to Accelerate or
Delay Delivery. 
 The Committee
may, in its sole discretion, determine to accelerate or defer delivery of any
Shares (or cash) underlying the Awards granted under the Plan or permit a
Participant to elect to accelerate or defer delivery of any such Shares (or
cash), in each case in a manner that conforms to the requirements of Section
409A and is consistent with the provisions of Section 8.E. 


F.       Release of Claims.  In the case of a
Participant’s involuntary Termination without Cause, resignation for Good
Reason or Retirement, as a condition to (i) with
respect to Options, the vesting of any Options pursuant to this Plan or the
applicable award agreement, and (ii) with respect to all other Awards,
receiving delivery of any Shares (or cash) under such Awards, following such
event, the Company will require the Participant to execute a release
substantially in the form attached as Annex B (the “Release”),
subject to any provisions that the Senior HR Attorney and the Senior
Compensation Executive or their designee(s) may amend or add to the release in
order to impose restrictive covenants requiring (x) confidentiality of
information, non-disparagement and non-solicitation of Company employees for
twelve (12) months following the Termination, and (y) in the case of an
involuntary Termination without Cause or resignation for Good Reason of any
Participant who is eligible to participate in the American International Group,
Inc. 2012 Executive Severance Plan (as may be amended from time to time, and
together with any successor plan, the “ESP”), or Retirement,
non-competition for such periods as are generally specified herein.  The
Release for any Participant who is eligible to participate in the ESP shall be
in the form of the release required by the ESP at the time of the Termination
(including any non-competition covenants), modified to cover the vesting of any
Options and payment of any Shares (or cash) under any other Awards under this
Plan as a result of the Participant’s involuntary Termination without Cause or
resignation for Good Reason.  Effective for Retirements on or after December 1,
2015, the Release will require non-competition for no less than six (6) months
following the Retirement in order for the Participant to (i) with respect to
Options, vest in any Options, and (ii), with respect to all other Awards,
receive any Shares (or cash) under such Awards.  The Release or the ESP form of
release must be executed by the Participant and become irrevocable, in the case
of a Participant’s involuntary Termination without Cause, resignation for Good
Reason or Retirement, prior to or during the calendar year of the date on which
(i) with respect to Options, such Options vest, and (ii) with respect to all
other Awards, a delivery of Shares (or cash) with respect to the Award is
scheduled to be delivered pursuant to Section 5.B; provided that if the
Release is executed after such time, (i) with respect to Options, any
Options that would have vested during such period will be forfeited, and (ii)
with respect to all other Awards, the delivery of Shares (or cash) with respect
to such calendar year will be forfeited; provided, further, that
if the local laws of a country or non-U.S. jurisdiction in which Participant
performs services render invalid or unenforceable all or a portion of the
Release (subject to additional provisions as described above), the Senior HR Attorney and the Senior Compensation Executive or
their designee(s) shall have the discretion to create a release that
incorporates as much of the Release as possible while also complying with such
local laws.


 




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7.         Administration
of this Plan


A.         General.  This Plan shall be
administered by the Committee and the person or persons designated by the
Committee to administer the Plan from time to time.  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 the power to interpret this Plan, to make regulations for carrying out its
purposes and to make all other determinations in connection with its
administration (including, without limitation, whether a Participant has become
subject to Disability), all of which will, unless otherwise determined by the
Committee, be final, binding and conclusive.  The Committee may, in its sole
discretion, reinstate any Awards made under this Plan that have been terminated
and forfeited because of a Participant’s Termination, if the Participant
complies with any covenants, agreements or conditions that the Committee may
impose; provided,  however, that any delivery of Shares (or cash)
under such reinstated Awards will not be made until the scheduled times set
forth in this Plan.


B.         Non-Uniform Determinations.  The Committee’s
determinations under this Plan need not be uniform and may be made by it
selectively with respect to persons who receive, or are eligible to receive,
Awards (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 the persons to
become Participants.


C.         Determination of Employment.  The Committee, with
respect to any Participant under the purview of the Committee, and the Senior
Compensation Executive, with respect to any other Participant, will have the
right to determine the commencement or Termination date of a Participant’s
Employment with the Company solely for purposes of this Plan, separate and
apart from any determination as may be made by the Company with respect to the
Participants’ employment.


D.         Amendments.  The Committee will have
the power to amend this Plan and any Performance Measures established pursuant
to Section 4.B in any manner and at any time, including in a manner adverse to
the rights of the Participants; provided, however, that in the event that a Plan
amendment is adopted or effective on or within twenty-four (24) months
following a Change in Control, then such amendment shall be invalid and
ineffective with respect to each Participant, in the absence of his or her
written consent, if the amendment is adverse to the Participant.  The Committee shall also
have the power, in its sole discretion, to reduce the amount of any RSUs,
Target PSUs, Earned PSUs or Options at any time including, for the avoidance of
doubt, after the relevant Performance Period has ended.  Notwithstanding the foregoing, the Committee’s rights and
powers to amend the Plan shall be delegated to the Senior Compensation
Executive who shall have the right to amend the Plan with respect to (1)
amendments required by relevant law, regulation or ruling, (2) amendments that
are not expected to have a material financial impact on the Company, (3)
amendments that can reasonably be characterized as technical or ministerial in
nature, or (4) amendments that have previously been approved in concept by the
Committee.  Notwithstanding the foregoing delegation, the Senior Compensation
Executive shall not have the power to make an amendment to the Plan that could
reasonably be expected to result in a termination of the Plan or a change in
the structure or the powers, duties or responsibilities of the Committee,
unless such amendment is approved or ratified by the Committee.


 




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E.         No Liability.  No member of the Board of Directors of AIG (the “Board”)
or any employee of the Company performing services with respect to the Plan
(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 each case, 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 the Company 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 or Shares
delivered by such Covered Person, with the Company’s approval, in settlement
thereof, or paid or delivered by such Covered Person in satisfaction of any
judgment in any such action, suit or proceeding against such Covered Person, provided 
that  the Company will have the right, at its own expense, to assume and
defend any such action, suit or proceeding and, once the Company gives notice
of its intent to assume the defense, the Company will have sole control over
such defense with counsel of the Company’s choice.  To the extent any taxable
expense reimbursement under this paragraph is subject to Section 409A, (1) the
amount thereof eligible in one taxable year shall not affect the amount
eligible in any other taxable year; (2) in no event shall any expenses be
reimbursed after the last day of the taxable year following the taxable year in
which the Covered Person incurred such expenses; and (3) in no event shall any
right to reimbursement be subject to liquidation or exchange for another
benefit.  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 Amended and Restated Certificate of
Incorporation or Bylaws, as a matter of law, or otherwise, or any other power
that the Company may have to indemnify such persons or hold them harmless.


F.     Clawback/Repayment.  Notwithstanding anything
to the contrary herein, Awards and any payments or deliveries under this Plan
will be subject to forfeiture and/or repayment to the extent provided in (1)
the AIG Clawback Policy, as in effect from time to time and (2) other
agreements executed by a Participant.


8.         General Rules


A.        No Funding.   The Company will be under
no obligation to fund or set aside amounts to pay obligations under this Plan. 
A Participant will have no rights to any Awards or other amounts under this
Plan other than as a general unsecured creditor of the Company. 


B.         Tax Withholding.  The delivery of Shares
(or cash) or exercise of any Awards under this Plan is conditioned on a
Participant’s satisfaction of any applicable withholding taxes in accordance
with, as applicable, Section 4.2 of the 2013 Omnibus Plan and Section 3.2 of
the 2021 Omnibus Plan, as amended from time to time, or such similar provision
of any successor stock incentive plan.


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 employee or group of employees of AIG or its
subsidiaries.


D.          No Effect on Benefits.  Grants or the exercise of
any Awards and the delivery of Shares (or cash) 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 AIG or any of its
subsidiaries or under any agreement with the Participant, unless AIG or the
subsidiary with which the Participant is Employed specifically provides
otherwise.


E.         Section 409A.  


(1)        Awards made under the Plan
are intended to be “deferred compensation” subject to Section 409A, and
this Plan is intended to, and shall be interpreted, administered and construed
to, comply with Section 409A.  The Committee will have full authority to
give effect to the intent of this Section 8.E.  


 




8 












 





(2)        If any payment or delivery
to be made under any Award (or any other payment or delivery under this Plan)
would be subject to the limitations in Section 409A(a)(2)(b) of the Code, the
payment or delivery will be delayed until six (6) months after the
Participant’s separation from service (or earlier death) in accordance with the
requirements of Section 409A.  


(3)     Each payment or delivery in
respect of any Award will be treated as a separate payment or delivery for
purposes of Section 409A.


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 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 hereof and
supersedes all prior agreements, promises, covenants, arrangements, communications,
representations and warranties between them, whether written or oral with
respect to the subject matter hereof.  


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


I.    No Third Party Beneficiaries.  Except as expressly
provided herein, this Plan will not confer on any person other than the Company
and the Participant any rights or remedies hereunder.  The exculpation and
indemnification provisions of Section 7.E will inure to the benefit of a
Covered Person’s estate and beneficiaries and legatees.


J.   Successor Entity; AIG’s Assigns.  Unless otherwise provided
in the applicable award agreement and except as otherwise determined by the
Committee, in the event of a merger, consolidation, mandatory share exchange or
other similar business combination of AIG with or into any other entity (“Successor
Entity”) or any transaction in which another person or entity acquires
all of the issued and outstanding Common Stock of AIG, or all or substantially
all of the assets of AIG, outstanding Awards may be assumed or a substantially
equivalent award may be substituted by such Successor Entity or a parent or
subsidiary of such Successor Entity.  The terms of this Plan will be binding
and inure to the benefit of AIG and its successors and assigns.


K.  Nonassignability.  No Award (or any rights
and obligations thereunder) granted to any person under the Plan may be sold,
exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed
of or hedged, in any manner (including through the use of any cash-settled
instrument), whether voluntarily or involuntarily and whether by operation of
law or otherwise, other than by will or by the laws of descent and
distribution, except as may be otherwise provided in the award agreement.  Any
sale, exchange, transfer, assignment, pledge, hypothecation, or other
disposition in violation of the provisions of this Section 8.K will be
null and void and any Award which is hedged in any manner will immediately be
forfeited.  All of the terms and conditions of this Plan and the award
agreements will be binding upon any permitted successors and assigns.


L.   Right to Discharge.  Nothing contained in this
Plan or in any Award will confer on any Participant any right to be continued
in the employ of AIG or any of its subsidiaries or to participate in any future
plans.


M.  Consent.  If the Committee at any time determines that any consent (as hereinafter
defined) is necessary or desirable as a condition of, or in connection with,
the granting of any Award or the delivery of any Shares 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; provided  that  if such consent has not been
so effected or obtained as of the latest date provided by this Plan for payment
of such amount or delivery and further delay is not permitted in accordance
with the requirements of Section 409A, such amount will be forfeited and
terminate notwithstanding any prior earning or vesting.  


 




9 












 





The
term “consent” as used in this paragraph with respect to any plan
action 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.


N.  Awards Subject to an AIG Section 162(m) Plan.  With respect to any awards hereunder that were granted
pursuant to written binding agreements in effect on November 2, 2017 and that
were granted during a period when this Plan functioned as a subplan of a
Section 162(m) compliant performance incentive award plan adopted by AIG (the “AIG
Section 162(m) Plan”) that was proposed and approved by AIG
stockholders in accordance with Section 162(m)(4)(C) of the Code and related
Treasury Regulations as they existed prior to the adoption of the Tax Cuts and
Jobs Act of 2017 (Public
Law 115-97) (the “Prior Rules”),  this Plan will operate whereby the designated performance-based
compensation amounts  (as defined under
the Prior Rules)  payable under such awards can be paid and deducted in full
or in part in accordance with the Prior Rules. 


  


O.  No Liability With Respect to
Tax Qualification or Adverse Tax Treatment.  Notwithstanding anything to the contrary
contained herein, in no event shall the Company be liable to a Participant on
account of the failure of any Award or amount payable under this Plan to
(1) qualify for favorable United States or foreign tax treatment or (2)
avoid adverse tax treatment under United States or foreign law, including,
without limitation, Section 409A.


9.         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.  The Plan shall also be
subject to all applicable non-U.S. laws as to Participants located outside of
the United States.  In the event that any provision of this Plan is not
permitted by the local laws of a country or jurisdiction in which a Participant
performs services, such local law shall supersede that provision of this Plan
with respect to that Participant.  The benefits to which a Participant would
otherwise be entitled under this Plan may be adjusted or limited to the extent
that the Senior HR Attorney and the Senior
Compensation Executive or their designee(s) determine is necessary or
appropriate in light of applicable law or local practice.


B.  Arbitration.  Subject
to the provisions of this Section 9, any dispute, controversy or claim between
the Company and a Participant, arising out of or relating to or concerning this
Plan or any Award, will be finally settled by arbitration.  Participants who
are subject to an Employment Dispute Resolution Program (“EDR Program”)
maintained by AIG or any affiliated company of AIG, will resolve such dispute,
controversy or claim in accordance with the operative terms and conditions of
such EDR Program, and to the extent applicable, the employment arbitration
rules of the American Arbitration Association (“AAA”).  Participants who are
not subject to an EDR Program shall arbitrate their dispute, controversy or
claim in New York City before, and in accordance with the employment
arbitration rules of the AAA, without reference to the operative terms and
conditions of any EDR Program.  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.  Either the
Company or a Participant may seek injunctive relief from the arbitrator. 
Notwithstanding any other provision in this Plan, the Company or a Participant
may apply to a court with jurisdiction over them for temporary, preliminary or
emergency injunctive relief that, under the legal and equitable standards
applicable to the granting of such relief, is necessary to preserve the rights
of that party pending the arbitrator’s modification of any such injunction or
determination of the merits of the dispute, controversy or claim.


C.   Jurisdiction.  The Company 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 Award that is not otherwise
arbitrated or resolved according to Section 9.B.  The Company 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
the Company, that the agreement as to forum is independent of the law that may
be applied in the action, suit or proceeding and that such forum shall apply
even if the forum may under applicable law choose to apply non-forum law.






10 












 





D.   Change in
Control.  On or following a Change in Control, any arbitration referred to in Section 9.B or any court
action referred to in Section 9.C by a Participant to enforce the Participant’s
rights under the Plan shall be subject to a de novo standard of review, and the
Participant shall be reimbursed for reasonable
attorneys’ fees and costs incurred in seeking to enforce his or her rights
under the Plan to the extent he or she prevails as to the material issues in
such dispute.  The reimbursement of attorneys’ fees shall be made promptly
following delivery of an invoice therefor.


E.    Waiver.  The Company and each
Participant waive, to the fullest extent permitted by applicable law, any
objection which the Company 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 9.C.  The Company and each
Participant undertake not to commence any action, suit or proceeding arising
out of or relating to or concerning this Plan or any Award in any forum other
than a forum described in Section 9.C.  Notwithstanding the foregoing, nothing
herein shall preclude the Company from bringing any action, suit or proceeding
in any other court for the purpose of enforcing the provisions of this
Section 9.  The Company and each Participant agree that, to the fullest
extent permitted by applicable law, a final and non-appealable judgment in any
such suit, action or proceeding in any such court shall be conclusive and
binding upon the Participant and the Company. 


F.  Service of Process.  Each Participant
irrevocably appoints the Secretary of AIG at 80 Pine Street,
New York, New York 10005, U.S.A., or effective
as of May 1, 2021, 1271 Avenue of the Americas, 11th Floor, New
York, NY 10020,
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 Award that is not otherwise arbitrated or resolved according to
Section 9.B.  The Secretary will promptly advise the Participant of any
such service of process.


G.  Confidentiality.  Each Participant must
keep confidential any information concerning any grant or Award made under this
Plan and any dispute, controversy or claim relating to this Plan, except that
(i) 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) or (ii) a
Participant may disclose information regarding an Award to the Participant’s
personal lawyer or tax accountant, provided  that  such individuals
agree to keep the information confidential.  Nothing herein shall prevent the
Participant from making or publishing any truthful statement (1) when required
by law, subpoena,  court order, or at the request of
an administrative or regulatory agency or legislature, (2) in the course of any
legal, arbitral, administrative, legislative or or regulatory proceeding, (3)
to any governmental authority, administrative or regulatory agency, legislative
body, or self-regulatory organization, (4) in connection with any investigation
by the Company, or (5) where a prohibition or limitation on such communication
is unlawful; provided, however, that with respect to the subject matter of this
Section 9(G), the terms of a Participant’s award agreement shall govern.  
 


10.       Term of Plan


The Plan was first effective as of January 1, 2017 and will
continue until suspended or terminated by the Committee in its sole discretion;
provided, however, that the existence of the Plan at any time or from
time to time does not guarantee or imply the payment of any Awards hereunder,
or the establishment of any future plans or the continuation of this Plan.  Any
termination of this Plan will be done in a manner that the Committee determines
complies with Section 409A.  





 







11 












 





Annex
A


Glossary of Terms


            “Cause”
means (1) a Participant’s conviction, whether following trial or by plea
of guilty or nolo  contendere  (or similar plea), in a criminal
proceeding (A) on a misdemeanor charge involving fraud, false statements
or misleading omissions, wrongful taking, embezzlement, bribery, forgery,
counterfeiting or extortion, or (B) on a felony charge or (C) on an
equivalent charge to those in clauses (A) and (B) in jurisdictions which
do not use those designations; (2) a Participant’s engagement in any
conduct which constitutes an employment disqualification under applicable law
(including statutory disqualification as defined under the Securities Exchange
Act of 1934); (3) a Participant’s violation of any securities or commodities
laws, any rules or regulations issued pursuant to such laws, or the rules and
regulations of any securities or commodities exchange or association of which
the Company or any of its subsidiaries or affiliates is a member; or (4) a
Participant’s material violation of the Company’s codes or conduct or any other
AIG policy as in effect from time to time.  The determination as to whether “Cause”
has occurred shall be made by the Committee, with respect to any Participant
under the purview of the Committee, or the Senior Compensation Executive, with
respect to any other Participant, in each case, in its or his or her sole
discretion.  The Committee or Senior Compensation Executive, as applicable,
shall also have the authority in its sole discretion to waive the consequences
of the existence or occurrence of any of the events, acts or omissions constituting
“Cause.” 


            “Change in
Control” means the occurrence of any of the following events:


(1)  individuals who, on February 16, 2021, constitute the Board
(the “Incumbent Directors”) cease for any reason to constitute at
least a majority of the Board, provided that any person becoming a
director subsequent to February 16, 2021, whose election or
nomination for election was approved by a vote of at least two-thirds of the
Incumbent Directors then on the Board (either by a specific vote or by approval
of AIG’s proxy statement in which such person is named as a nominee for
director, without written objection to such nomination) shall be an Incumbent
Director; provided, however, that no individual initially elected or nominated
as a director of AIG as a result of an actual or threatened election contest
with respect to directors or as a result of any other actual or threatened
solicitation of proxies or consents by or on behalf of any person other than
the Board shall be deemed to be an Incumbent Director; 


(2)  Any “person” (as such term is defined 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), is or becomes a “beneficial owner” (as defined in Rule 13d‐3
under the Exchange Act), directly or indirectly, of securities of AIG
representing fifty percent (50%) or more of the combined voting power of AIG’s
then outstanding securities eligible to vote for the election of the Board (“AIG
Voting Securities”); provided, however, that the event described in
this paragraph (2) shall not be deemed to be a Change in Control by virtue
of an acquisition of AIG Voting Securities:  (A) by AIG or any
subsidiary of AIG (B) by any employee benefit plan (or related trust) sponsored
or maintained by AIG or any subsidiary of AIG or (C) by any underwriter
temporarily holding securities pursuant to an offering of such securities;


(3)  The consummation of a merger, consolidation, statutory share
exchange or similar form of corporate transaction involving AIG (a “Business
Combination”) that results in any person (other than the United States
Department of Treasury) becoming the beneficial owner, directly or indirectly,
of fifty percent (50%) or more of the total voting power of the outstanding
voting securities eligible to elect directors of the entity resulting from such
Business Combination; 


(4)  The consummation of a sale or all or substantially all of
AIG’s assets (other than to an affiliate of AIG); or


(5)  AIG’s stockholders approve a plan of complete liquidation or
dissolution of AIG.


Notwithstanding the
foregoing, a Change in Control shall not be deemed to occur solely because (A)
any person holds or acquires beneficial ownership of more than fifty percent (50%)
of the AIG Voting Securities as a result of an “AIG share repurchase program”
or other acquisition of AIG Voting Securities by AIG which reduces the total
number of AIG Voting Securities outstanding; provided that if after such
acquisition by AIG such person becomes the beneficial owner of additional AIG
Voting Securities that increases the percentage of outstanding AIG Voting
Securities beneficially owned by such person, a Change in Control shall then
occur or (B)
the consummation of a sale of all or substantially all (or a subset) of the
assets and/or operations of the Life and Retirement business (or any similar
transaction).






A-1 












 





             “Disability” means that a Participant, who after
receiving short term disability income replacement payments for six (6) months,
(i) is determined to be disabled in accordance with the Company’s long term
disability plan in which employees of the Company are generally able to
participate, if one is in effect at such time, to the extent such disability
complies with 26 C.F.R. § 1.409A-3(i)4(i)(B), or (ii) to the extent
such Participant is not participating in the Company’s long term disability
plan, or no such long term disability plan exists, is determined to have
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than twelve (12) months as determined by, as applicable, the Company’s long
term disability insurer or the department or vendor directed by the Company to
determine eligibility for unpaid medical leave.


            “Employed”
and “Employment” mean (a) actively performing services for the
Company, (b) being on a Company-approved leave of absence, whether paid or
unpaid, or (c) receiving long term disability benefits, in each case while in
good standing with the Company.


            “Retirement”
for a Participant means voluntary Termination initiated by the Participant
(while such Participant is in good standing with the Company) (i) on or after
age sixty (60) with five (5) years of service or (ii) on or after age fifty-five
(55) with ten (10) years of service. 


“Good Reason”
means,
following a Change in Control, without a Participant’s written consent, (i) a
reduction of more than twenty percent (20%) in a Participant’s annual target direct compensation (including annual base
salary, short-term incentive opportunity and long-term incentive opportunity);
provided that  such reduction will not constitute Good Reason if
it results from a Board-approved program generally applicable to
similarly-situated employees; (ii) a material diminution in the Participant’s
authority, duties or responsibilities; provided that  a change in
the Participant’s reporting relationship will not constitute Good Reason unless
it affects a Participant who the Company has classified as an executive vice
president or above; or (ii) a relocation of the office at which the Participant
performs his or her services to a location that increases his or her one-way
commute by more than fifty (50) miles.  Notwithstanding the foregoing, a
termination for Good Reason shall not have occurred unless (a) the Participant
gives written notice to the Company of termination of employment within thirty
(30) days after the Participant first becomes aware of the occurrence of the
circumstances constituting Good Reason, specifying in detail the circumstances
constituting Good Reason, (b) the Company has failed within thirty (30) days
after receipt of such notice to cure the circumstances constituting Good
Reason, and (c) (A) in the case of any Participant who not is eligible to participate
in the ESP, the
Participant’s “separation from service” (within the meaning of Code section
409A) occurs no later than thirty (30)
days after the end of the Company’s cure period, and (B) in the case of any
Participant who is eligible to participate in the ESP, the Participant’s
“separation from service” (within the meaning of Code section 409A) occurs no
later than two (2) years following the initial existence of the circumstances
giving rise to Good Reason or such other period specified in the ESP for this
purpose.


“Senior Compensation
Executive” means the Company’s most senior executive whose
responsibility it is to oversee the Corporate Compensation Department.  In the
event that no individual holds such position, “Senior Compensation Executive”
will instead refer to the Company’s most senior executive whose responsibility
it is to oversee the global Human Resources Department.


“Senior HR Attorney”
means the Company’s most senior attorney whose responsibility it is to oversee
Human Resource/employment matters.


“Termination”
or “Terminate,” with respect to a Participant, means the
termination of the Participant’s Employment.





 







A-2 












 





Attachment I


Annex
B


Form
of Release Referred to in Section 6.F of the Plan.


NOT
personalized to each Participant.


(1)        [Employee Name] (“Employee”),
for good and sufficient consideration, the receipt of which is hereby
acknowledged, hereby waives and forever releases and discharges any and all
claims of any kind Employee may have against American International Group,
Inc., its affiliate or subsidiary companies (“AIG”), or any
officer, director or employee of, or any benefit plan sponsored by, any such
company (collectively, the “Released Parties”) which arise from
Employee’s employment with any of the Released Parties or the termination of
Employee’s employment with any of the Released Parties. [Specifically, but
without limiting that release, Employee hereby waives any rights or claims
Employee might have pursuant to the Age Discrimination in Employment Act of
1967, as amended (the “Act”) and under the laws of any and all jurisdictions,
including, without limitation, the United States. Employee recognizes that
Employee is not waiving any rights or claims under the Act that may arise after
the date that Employee executes this Release.] Nothing herein modifies or
affects any vested rights that Employee may have under the [American
International Group, Inc. Retirement Plan, or the American International Group,
Inc. Incentive Savings Plan] [and other plans applicable to Employee];
nor does this Release confer any such rights, which are governed by the terms
of the respective plans (and any agreements under such plans).


(2)        Employee acknowledges and agrees
that Employee has complied with and will continue to comply with the
non-disparagement, non-solicitation and confidentiality provisions set forth in
the Employee’s award agreement pursuant to Section 3.D of the Plan, [a copy
of which is attached hereto as Exhibit A], [for Retirements; and
further agrees that during the period commencing on the date of the Employee’s
[Retirement] and ending on the [for Retirements, 6-month] anniversary of
such date, the Employee shall not, directly or indirectly:


(a)        Engage in any “Competitive Business” (defined
below) for the Employee’s own account;


(b)        Enter the employ of, or render any services to, any
person engaged in any Competitive Business;


(c)     Acquire a financial interest in, or otherwise become
actively involved with, any person engaged in any Competitive Business,
directly or indirectly, as an individual, partner, shareholder, officer,
director, principal, agent, trustee or consultant; or


(d)        Interfere with business relationships between AIG and
customers or suppliers of, or consultants to AIG.


(e)    For purposes of this Section 2, a “Competitive Business”
means, as of any date, including during the  Restricted Period, any person or
entity (including any joint venture, partnership, firm, corporation or limited
liability company) that engages in or proposes to engage in the following
activities in any geographical area in which AIG does such business:


(i)     The property and casualty insurance
business,  including commercial insurance,  business   insurance, personal
insurance and specialty insurance;


(ii)        The life and accident and health
insurance business;


(iii)       The underwriting, reinsurance,
marketing or sale of (y) any form of insurance of any kind that AIG as of such
date does, or proposes to, underwrite, reinsure, market or sell (any such form
of insurance, an “AIG Insurance Product”), or (z) any other form of insurance
that is marketed or sold in competition with any AIG Insurance Product;


(iv)       The investment and financial
services business, including retirement services and mutual fund or brokerage
services; or






B-1 












 





(v)     Any other business that as of
such date is a direct and material competitor of one of AIG’s businesses.


(3)     Employee further agrees that
AIG’s remedies at law for a breach or threatened breach of any of the
non-disparagement, non-solicitation and confidentiality provisions in the
Employee’s award agreement [and for the non-competition covenant set forth
above] would be inadequate. In recognition of this fact, the Employee agrees
that, in the event of such a breach or threatened breach, in addition to any
remedies at law, AIG, without posting any bond, shall be entitled to obtain
equitable relief from a court of competent jurisdiction in the form of specific
performance, temporary restraining order, temporary or permanent injunction or
any other equitable remedy which may then be available;


(4)        [Employee acknowledges and
understands that Employee is hereby being advised to consult with an attorney
prior to executing this Release. Employee also acknowledges and understands
that Employee has [twenty-one (21)] days to consider the terms of this Release
before signing it. However, in no event may Employee sign this Release before
Employee’s termination date.]


(5)        [Upon the signing of this
Release by Employee, Employee understands that Employee shall have a period of
seven (7) days following Employee’s signing of this Release in which Employee
may revoke this Release. Employee understands that this Release shall not
become effective or enforceable until this seven (7) day revocation period has
expired, and that neither the Released Parties nor any other person has any
obligation [pursuant to the American International Group, Inc. 2013 Long Term
Incentive Plan] until eight (8) days have passed since Employee’s signing of
this Release without Employee having revoked this Release. If Employee revokes
this Release, Employee will be deemed not to have accepted the terms of this
Release.]


(6)        Any dispute arising under
this Release shall be governed by the law of the State of New York, without
reference to the choice of law rules that would cause the application of the
law of any other jurisdiction.


	
   

  	
   

  	
   

  	
   

  
	
  DATE

  	
   

  	
  [Employee]

  	
   

  






 








B-2