August 27, 2014

   

  Mr. Philip
  Fasano

  816 Leigh Mill
  Road

  Great Falls, VA
  22066

  Email: fasanophil@gmail.com

   

  Dear Phil:

   

  We are pleased
  to confirm the terms of your joining American International Group, Inc.
  (“AIG”):

   

  ·      Start Date.  Your start
  date will be on or about November 3, 2014 (“Start Date”).

   

  ·      Position.  On your
  Start Date, you will serve as Executive Vice President and Chief Information
  Officer of AIG.  In this capacity, you will be a member of the AIG Executive
  Group and report directly to the Chief Executive Officer of AIG, Peter
  Hancock.

   

  ·      Location &
  Employer. 
  You will be based in New York, New York and employed directly by AIG (your
  “Employer”).

   

  ·      Total Direct
  Compensation. 
  Your initial annual target direct compensation will be US$4,000,000 as
  follows:

   

  ·      Base Salary.  Your initial
  base cash salary will be at a rate of US$1,000,000 per year.

   

  ·      Short Term
  Incentive. 
  Your annual incentive target for 2015 will be US$1,400,000.

   

  Annual
  incentives are currently determined and paid in accordance with the AIG
  Short-Term Incentive Plan.  The actual amount earned ranges from 0% to 187.5%
  of your target award, based on a combination of funding of the incentive pool
  for AIG (ranging from 0% to 125%) and your individual

  









 






 












 






	
   

  	
   

  
	
   

  	
  performance
  (ranging from 0% to 150%), each as determined in AIG’s discretion.  For 2015,
  your award will vest upon grant (in the first quarter of the year following
  the performance year) provided you are still an employee of AIG on the grant
  date, and be payable 50% in March following the performance year and 50%
  following the one-year anniversary of the first payment.

   

  Any bonus or
  incentive compensation paid to you is subject to the AIG Clawback Policy as
  may be amended from time to time.

   

  ·      Long Term
  Incentive. 
  For 2015, a recommendation on your behalf will be made to the Compensation
  and Management Resources Committee (CMRC) of the Board of Directors in March
  2015 that, under the AIG Long Term Incentive Plan, you be granted Target
  Performance Share Units (PSUs) based on a cash value of US$1,600,000 for the
  three-year performance period covering January 2015 through December 2017,
  which will provide you the opportunity to earn shares of AIG Common Stock
  based on the degree of AIG’s achievement of its performance criteria, during
  the Performance Period.  This recommendation and grant is contingent on your
  being an active employee of AIG on the date of CMRC approval of the grant,
  and will be subject to the terms and conditions of the relevant Long Term
  Incentive Plan and the agreement governing the grant.

   

  The number of
  PSUs granted will be determined by dividing the approved LTI target award by
  the monthly average closing price of a share of AIG Common Stock for February
  2015.  Following the performance period, in the first quarter of 2018, the
  number of PSUs earned (from 0% to 150%) will be determined in accordance with
  the plan.  Earned PSUs will vest in three equal installments, on January 1 of
  each 2018, 2019 and 2020, and each installment will be delivered in shares of
  AIG Common Stock no later than April 2018, January 2019 and January 2020,
  respectively.

   

  Any long term
  incentive compensation paid to you is subject to the AIG Clawback Policy as
  may be amended from time to time.

   

  ·      Incentive Award
  Buy-out. 
  In consideration of the compensation foregone from your current employer, you
  will receive a guaranteed payment of

  









 






 












 






	
   

  	
   

  
	
   

  	
  US$3,400,000
  (the “Incentive Award Buy-out Payment”), payable in cash on March 31, 2015,
  provided you have not resigned your employment (other than for Good Reason as
  defined below) or been terminated by AIG for Cause (as defined below) prior
  to the payment date.

   

  ·      Buy-out of
  Kaiser Permanente SERP.  In consideration of compensation foregone from
  your current employer, you will receive a $12,000,000 award payable as
  follows:

   

  ·        
  A
  transition payment of US$8,000,000 (the “Transition Payment”), payable in
  cash US$1,000,000 on January 15, 2015; US$1,000,000 on January 15, 2016;
  US$1,000,000 on January 15, 2017; US$1,000,000 on January 15, 2018; and
  US$4,000,000 on January 15, 2019, provided you have not resigned your
  employment (other than for Good Reason as defined below) or been terminated
  by AIG for Cause (as defined below) prior to the payment date.

   

  ·        
  A
  recommendation on your behalf will be made to the CMRC following your start
  date in November 2014 that, under the AIG Long Term Incentive Plan, you be
  granted Target Performance Shares Units (PSUs) based on a cash value of
  US$4,000,000 for the three-year performance period covering January 2014 through
  December 2016.

   

  The number of
  PSUs granted will be determined by dividing the approved LTI target award by
  the monthly average closing price of a share of AIG Common Stock for October
  2014.  Following the performance period, in the first quarter of 2017, the
  number of PSUs earned (from 0% to 150%) will be determined in accordance with
  the plan.  Earned PSUs will vest in three equal installments, on January 1 of
  each 2017, 2018 and 2019, and each installment will be delivered in shares of
  AIG Common Stock no later than April 2017, January 2018 and January 2019,
  respectively.

   

  ·      Benefits.  You will be
  entitled to benefits consistent with senior executives of AIG and
  reimbursement of reasonable business expenses, in each case in accordance
  with applicable AIG policies as in effect from time to time.

  









 






 












 






	
   

  	
   

  
	
   

  	
  ·      Relocation.  As an
  additional aid to ease your transition into our organization, the cost of
  your relocation to New York will be provided, in accordance with the
  Company’s relocation policy and subject to the enclosed Relocation
  Reimbursement Agreement.

   

  ·      Paid Time Off.  You will be
  entitled to 5 days of Paid Time Off (PTO) during the current calendar year
  and up to 30 days of PTO for 2015, accruing in accordance with the terms set
  forth in the Employee Handbook.

   

  ·      Executive
  Severance Plan. 
  Beginning as of your Start Date, you will participate in AIG’s Executive
  Severance Plan at grade level 29.

   

  ·      Clawback Policy.  Any bonus,
  equity or equity-based award or other incentive compensation granted to you
  will be subject to the AIG Clawback Policy (and any other AIG clawback policies
  as may be in effect from time to time).

   

  ·      Indemnification
  and Cooperation. 
  During and after your employment, AIG will indemnify you in your capacity as
  a director, officer, employee or agent of AIG to the fullest extent permitted
  by applicable law and AIG’s charter and by-laws, and will provide you with
  director and officer liability insurance coverage (including
  post-termination/post-director service tail coverage) on the same basis as
  AIG’s other executive officers.  AIG agrees to cause any successor to all or
  substantially all of the business or assets (or both) of AIG to assume
  expressly in writing and to agree to perform all of the obligations of AIG in
  this paragraph.

   

  You agree
  (whether during or after your employment with AIG) to reasonably cooperate
  with AIG in connection with any litigation or regulatory matter or with any
  government authority on any matter, in each case, pertaining to AIG and with
  respect to which you may have relevant knowledge, provided that, in
  connection with such cooperation, AIG will reimburse your reasonable expenses
  and you shall not be required to act against your own legal interests.

   

  ·      Tax Matters.  Tax will be
  withheld by your Employer and/or AIG as appropriate under applicable tax
  requirements for any payments or deliveries under this letter.  To the extent
  any taxable expense reimbursement or in-kind benefits under this letter is
  subject to Section 409A of the U.S. Internal Revenue Code of 1986, the amount
  thereof eligible in one taxable year shall not affect the amount eligible for
  any other taxable year, in no event shall any

  









 






 












 






	
   

  	
   

  
	
   

  	
  expenses be
  reimbursed after the last day of the taxable year following the taxable year
  in which you incurred such expenses and in no event shall any right to
  reimbursement or receipt of in-kind benefits be subject to liquidation or
  exchange for another benefit.  Each payment under this letter will be treated
  as a separate payment for purposes of Section 409A.

   

  ·      No Guarantee of
  Employment or Target Direct Compensation.  This offer letter is not a
  guarantee of employment or target direct compensation for a fixed term.  Your
  employment will be on an “at-will” basis, meaning that you and your Employer
  may terminate your employment at any time and for any reason, with or without
  prior notice.

   

  ·      Entire
  Agreement. 
  This offer letter constitutes AIG and your Employer’s only statement relating
  to its offer of employment to you and supersedes any previous communications
  or representations, oral or written, from or on behalf of AIG or any of its
  affiliates.

   

  ·      Miscellaneous
  Representations. 
  You confirm and represent to AIG, by signing this letter, that: (a) you are
  under no obligation or arrangement (including any restrictive covenants with
  any prior employer or any other entity) that would prevent you from becoming
  an employee of AIG or that would adversely impact your ability to perform the
  expected services on behalf of AIG other than as previously disclosed in
  writing to AIG; (b) you have not taken (or failed to return) any confidential
  information belonging to your prior employer or any other entity, and, to the
  extent you remain in possession of any such information, you will never use
  or disclose such information to AIG or any of its employees, agents or
  affiliates; (c) you understand and accept all of the terms and conditions of
  this offer; and (d) you acknowledge that your Employer is an intended third
  party beneficiary of this offer letter.

   

  ·      Non-solicitation.  This offer
  and your employment with AIG are contingent on your entering into the
  enclosed Non-Solicitation and Non-Disclosure Agreement.

   

  ·      Employment
  Dispute Resolution. 
  You are a participant in the Company’s Employment Dispute Resolution (“EDR”)
  program, which provides for various ways to address work-related disputes,
  including mediation and arbitration, through the American Arbitration
  Association (“AAA”).  Information on the company’s EDR Program is available
  to employees via the Company Intranet

  









 






 












 








	
   

  	
  and can be made
  available to you prior to your date of hire upon request.

   

  ·      Good Reason.  For purposes
  of this offer letter as it relates to the Incentive Award Buy-out Payment and
  Transition Payment only, “Good Reason” means, in the absence of your written
  consent, a reduction of more than twenty percent (20%) in your 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. 
  Notwithstanding the foregoing, a resignation for Good Reason shall not have
  occurred unless (a) you give written notice to AIG of termination of
  employment within 30 days after you first become aware of the occurrence of
  the circumstances constituting Good Reason, specifying in detail the
  circumstances constituting Good Reason, and AIG has failed within 30 days
  after receipt of such notice to cure the circumstances constituting Good
  Reason, and (b) your “separation from service” (within the meaning of Code
  section 409A) occurs no later than two years following the initial existence
  of the circumstances giving rise to Good Reason.

   

  ·      Cause.   For purposes
  of this offer letter as it relates to the Incentive Award Buy-out and
  Transition Payment only, “Cause” shall be defined as (1) any conduct
  involving intentional wrongdoing, fraud, dishonesty, gross negligence or
  willful misconduct or (2) any act or omission that constitutes a material
  breach of the terms of my Offer Letter, the Company’s Code of Conduct, or any
  other personnel or compliance policy applicable to you.

  









 






 












 





 


	
   

  	
   

  
	
   

  	
  We look forward
  to having you as a member of AIG’s senior leadership team.

  
	
   

  	
   

  
	
   

  	
  Sincerely,

  AMERICAN INTERNATIONAL
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  /S/ JEFFREY J. HURD

  
	
   

  	
  By:         Jeffrey
  J. Hurd

  
	
   

  	
  Executive Vice
  President – Human Resources and Communications

  
	
   

  	
  I agree with
  and accept the foregoing terms.

  
	
   

  	
  /S/ PHILIP FASANO

  	
  8/29/2014

  
	
   

  	
  Philip Fasano

  	
  Date