Exhibit 4.1


 





EXECUTION VERSION




 





AMENDMENT
NO. 3 TO TAX ASSET PROTECTION PLAN


 


Amendment
No. 3, dated as of December 11, 2019 (this “Amendment”), to the Tax Asset Protection Plan, dated as of March 9, 2011,
as previously amended by Amendment No. 1, dated as of January 8, 2014 and by Amendment No. 2, dated as of December 14, 2016 (together,
the “Plan”), between American International Group, Inc., a Delaware corporation (including any successor hereunder,
the “Company”), and Equiniti Trust Company, as successor to Wells Fargo Shareowner Services, a former division of Wells
Fargo Bank, National Association, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights
Agent hereunder).


 


WITNESSETH:


 


WHEREAS, the Company
and the Rights Agent are parties to the Plan;


 


WHEREAS,
Section 5.5 of the Plan provides that the Company and the Rights Agent may amend the Plan in any respect without the approval of
the holders of Rights;


 


WHEREAS,
the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to amend
the Plan as set forth in this Amendment; and


 


WHEREAS,
pursuant to the terms of the Plan and in accordance with Section 5.5 thereof, the Company has directed that the Plan be amended
as set forth in this Amendment, and by its execution and delivery hereof, directs the Rights Agent to execute and deliver this
Amendment.


 


NOW
THEREFORE, in consideration of the foregoing and the mutual agreements set forth in the Plan and in this Amendment, the parties
hereto hereby amend the Plan as follows:


 


1.
    Amendments.




 


 a.   Clause (ii) of the definition of “Acquiring Person” in Section 1.1 of the Plan is hereby amended and restated in its entirety to read as follows:




 


“(ii)
any Person who becomes the Beneficial Owner of 4.99% or more of the outstanding shares of Common Stock after the time of the first
public announcement of this Plan solely as a result of (A) an acquisition by the Company of shares of Common Stock or (B) an acquisition
directly from the Company in a transaction which duly authorized officers of the Company have determined shall not result in the
creation of an Acquiring Person under the Plan, until, in each case, such time thereafter as such Person becomes the Beneficial
Owner (other than by means of a stock dividend, stock split or reclassification) of additional shares of Common Stock while such
Person is or as a result of which such Person becomes the Beneficial Owner of 4.99% or more of the outstanding shares of Common
Stock,”


 


 b.   Clause (iii) of the definition of “Expiration Time” in Section 1.1 of the Plan is hereby amended and restated in its entirety to read as follows:




 


“(iii)
the Close of Business on December 11, 2022, provided that the Board of Directors may determine to extend this Plan prior to such
date as long as the extension is submitted to the stockholders of the Company for ratification at the next succeeding annual meeting
and”


 






     


     


    




 


c.   The
last three sentences of Section 5.3 of the Plan are hereby amended and restated to read as follows:




 


“Furthermore,
the Board of Directors shall approve within ten (10) Business Days of receiving an Exemption Request as provided in this Section
5.3 of any proposed acquisition that does not cause any aggregate increase in the Beneficial Ownership of Persons with Beneficial
Ownership of 4.99% or more of (i) the Common Stock then outstanding or (ii) any class of stock (as defined for purposes of Section
382 of the Code, or “Stock”) (other than Common Stock) then outstanding (any such Person, a “Five Percent Stockholder”)
(as determined after giving effect to the proposed transfer) over the lowest Beneficial Ownership of Stock by such Five Percent
Stockholders (as determined immediately before the proposed acquisition) at any time during the relevant testing period, in all
cases for purposes of Section 382 of the Code.”


 


2.      Capitalized
Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Plan.




 


	3.	Descriptive Headings; Section References. Descriptive
headings appear herein for convenience only and shall not control or affect the meaning or construction of any of the provisions
hereof. Where a reference in this Amendment is made to a Section, such reference shall be to a Section of the Plan unless otherwise
indicated.



 


	4.	GOVERNING LAW; EXCLUSIVE JURISDICTION. (a) THIS AMENDMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF DELAWARE AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS ENTERED INTO, MADE WITHIN, AND TO BE PERFORMED ENTIRELY WITHIN
THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION
OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.



 


(b)
(i) THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF
THE STATE OF DELAWARE, OR, IF SUCH COURT SHALL LACK SUBJECT MATTER JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT
OF DELAWARE OVER ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THIS AMENDMENT. The Company and each
holder of Rights acknowledge that the forum designated by this paragraph (b) has a reasonable relation to this Amendment, and to
such Persons’ relationship with one another.


 


(ii)
The Company and each holder of Rights hereby waive, to the fullest extent permitted by applicable law, any objection which
they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought
in any court referred to in paragraph (b)(i). The Company and each holder of Rights undertake not to commence any action
subject to this Amendment in any forum other than the forum described in this paragraph (b). The Company and each holder of
Rights agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit,
action, or proceeding brought in any such court shall be conclusive and binding upon such Persons.


 






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	5.	Effect of this Amendment. Except as expressly
set forth herein, the amendments contained herein shall not constitute an amendment or waiver of any provision of the Plan, and
the provisions of the Plan, as amended hereby, shall remain in full force and effect. Each reference to “hereof”,
“hereunder”, “herein” and “hereby” and each other similar reference and each reference to
“this Plan” and each other similar reference contained in the Plan shall from and after the date hereof refer to the
Plan as amended hereby.



 


	6.	Counterparts. This Amendment may be executed in
any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.



 


	7.	Severability. If any term or provision hereof
or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such
term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating
or rendering unenforceable the remaining terms and provisions hereof or the application of such term or provision to circumstances
other than those as to which it is held invalid or unenforceable.



 






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IN WITNESS WHEREOF, the parties hereto
have duly executed this Amendment No. 3 as of the date first written above.


 







 


	 	American International Group, Inc.
	 	 	 
	 	By	/s/ Sabra R. Purtill
	 	 	Name:	Sabra R. Purtill
	 	 	Title:	Senior Vice President, Deputy CFO, Treasurer, Investor and Rating Agency Relations


 


 


	 	Equiniti Trust Company
	 	 
	 	By	/s/ Martin J. Knapp
	 	 	Name:	Martin J. Knapp
	 	 	Title:	Vice President







 





[Signature page to Amendment No. 3 to
Tax Asset Protection Plan]