NON-SOLICITATION
  AND NON-DISCLOSURE AGREEMENT

  1.       The individual
  executing this agreement (the “Employee”) is or will soon be an at-will
  employee of American International Group, Inc. or one of its subsidiaries
  (the “Company”).  As such, the Employee is free to resign from employment at
  any time and for any reason.  Likewise, the Company may terminate the
  Employee’s employment at any time for any reason.  This Agreement is not a
  guarantee of any fixed term employment.

   

  2.       This Agreement
  is a term and condition of the Employee’s at-will employment with the
  Company.  Employment with the Company is conditioned upon the Employee’s
  execution of this Agreement.

   

  3.       This Agreement
  is necessary for the protection of the legitimate and protectable business
  interests of the Company and its affiliates (collectively, “AIG”) in their
  customers, customer goodwill, accounts, prospects, employee training, and
  confidential and proprietary information.  The Employee’s employment requires
  exposure to and use of confidential, proprietary and/or trade secret
  information (as set forth in Paragraph 4).  Accordingly, the Employee agrees
  that during and after the Employee’s employment with AIG, the Employee will
  not, directly or indirectly, on the Employee’s own behalf or on behalf of any
  other person or any entity other than AIG, solicit, contact, call upon,
  communicate or attempt to communicate with any customer or client or
  prospective customer or client of AIG, where to do so would require the use
  or disclosure of confidential, proprietary and/or trade secret information
  (for purposes of this Agreement, “customer or client” shall not include
  insurance brokers).  The Employee further agrees that during the Employee’s
  employment with AIG and for a period of one (1) year after employment terminates
  for any reason, the Employee will not, regardless of who initiates the
  communication, solicit, participate in the solicitation or recruitment of, or
  in any manner encourage or provide assistance to, any employee, consultant,
  registered representative, or agent of AIG to terminate his or her employment
  or other relationship with AIG or to leave its employ or other relationship
  with AIG for any engagement in any capacity or for any other person or
  entity.

   

  4.       During the term
  of employment, the Employee will have access to and become acquainted with
  information that is confidential, proprietary and/or is a trade secret.  The
  Employee agrees that during the Employee’s employment and any time
  thereafter, all confidential, proprietary and/or trade secret information
  received, obtained or possessed at any time by the Employee concerning or
  relating to the business, financial, operational, marketing, economic,
  accounting, tax or other affairs at AIG or any client, customer, agent or
  supplier or prospective client, customer, agent or supplier 

  









 






 












 






	
   

  	
   

  
	
   

  	
  of AIG will be
  treated by the Employee in the strictest confidence and will not be disclosed
  or used by the Employee in any manner other than in connection with the discharge
  of the Employee’s job responsibilities without the prior written consent of
  AIG or unless required by law.  The Employee further agrees that Employee
  will not remove or destroy any confidential, proprietary and/or trade secret
  information either during the Employee’s employment or at any time
  thereafter.  The Employee also agrees that during and after the Employee’s
  employment with AIG, the Employee will not disparage AIG or any of its
  officers, directors or employees to any person or entity not affiliated with
  AIG.  Nothing herein prohibits the Employee from giving truthful testimony as
  required by law.

   

  5.       The covenants
  contained in Paragraphs 3 and 4 of this Agreement shall be enforced to the
  fullest extent permissible under the laws and public policies of each
  jurisdiction in which enforcement is sought.  The Employee acknowledges that
  these restrictions are reasonably necessary for the protection of AIG.  The
  Employee also acknowledges that irreparable harm and damages would result to
  AIG if the provisions of Paragraph 3 or 4 were not complied with and agrees
  that AIG shall be entitled to legal, equitable or other remedies, including,
  without limitation, injunctive relief and specific performance to protect
  against the inevitable disclosure of AIG’s confidential, proprietary and/or
  trade secret information, any failure to comply with the provisions of
  Paragraph 3 or 4 of this Agreement, or any threatened breach of any term of
  this Agreement.  The Employee further agrees that the Employee shall be liable
  for the attorneys’ fees and costs incurred by AIG as a result of the
  Employee’s breach of Paragraph 3 or 4 of this Agreement.

   

  6.       Invention
  Assignment: (a) Employee hereby assigns all right, title and interest in any
  intellectual property, including but not limited to discoveries, ideas,
  inventions, works, reports, rules, processes, lists, data and other materials
  along with all improvements thereto (whether or not patentable or
  registerable under copyright or similar statutes) under conceived, produced or
  developed by me, either alone or in conjunction with others, pursuant to, or
  in furtherance of Employee’s employment with the Company.  Moreover, if
  requested, Employee agrees to execute any documents required to perfect the
  Company’s interest in the above referenced intellectual property, and to
  otherwise fully cooperate with such process during and after Employee’s
  employment with the Company.

   

  (b) This
  assignment shall include all such intellectual property that: (1) relates in
  any way to the Company’s business, or to actual or anticipated research and
  development of the Company; or (2) results in any way from the performance by
  Employee of duties and responsibilities as an employee of the Company. 
  Employee further agrees that all original works of authorship which were made
  by Employee (either alone or with others) within the scope of and during the
  period of Employee’s employment with

  









 






 












 






	
   

  	
   

  
	
   

  	
  the Company and
  which are protectable by copyright laws, are “works made for hire” as that
  term is defined in the United States Copyright Act.

   

  (c)
  Notwithstanding the above, this Section does not apply to inventions that
  qualify under state law as inventions that cannot be required to be assigned.

   

  7.       This Agreement
  (together with the AIG Code of Conduct) sets forth the entire agreement
  regarding the subject matter contained in this Agreement, supersedes any and
  all prior agreements and understandings regarding this subject matter, and
  may be modified only by a written agreement signed by the Employee and the
  Company.  To the extent that any provision of this Agreement is inconsistent
  with the Code of Conduct, this Agreement governs.  If any term of this Agreement
  is rendered invalid or unenforceable, the remaining provisions shall remain
  in full force and shall in no way be affected, impaired or invalidated. 
  Should a court determine that any provision of this Agreement is
  unreasonable, whether in period of time, geographical area, or otherwise, the
  Employee agrees that such provision of the Agreement should be interpreted
  and enforced to the maximum extent that such court deems reasonable.

   

  8.       THIS AGREEMENT
  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
  OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS (WHETHER OF THE
  STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION
  OF ANY LAW OTHER THAN THE STATE OF NEW YORK.  ANY DISPUTE CONCERNING THIS
  AGREEMENT SHALL PROCEED IN ACCORDANCE WITH THE TERMS OF THE COMPANY’S
  EMPLOYMENT DISPUTE RESOLUTION PROGRAM.

  
	
   

  	
  IN WITNESS
  WHEREOF, the Employee has agreed to the terms set forth above by signing
  below.

  
	
   

  	
  /S/  PHILIP
  FASANO

  	
  8/29/2014

  
	
   

  	
  Employee:

  	
  Date: