AMERICAN
INTERNATIONAL GROUP, INC.

2012 EXECUTIVE SEVERANCE PLAN


The Compensation and
Management Resources Committee of the Board of Directors (the “Compensation
Committee”) of American International Group, Inc., a Delaware corporation
(the “Company”), has adopted this American International Group, Inc.
2012 Executive Severance Plan (the “Plan”), first effective as of
December 4, 2012 (the “Effective Date”), amended as of December 19,
2013, September 9, 2014, October 1, 2015 and July 1, 2016.  Terms not defined
herein have the meanings provided in the Glossary of Terms.


I.                  
Purpose 


The Plan is maintained for
the purpose of providing severance payments and benefits for a select group of
management or highly compensated employees covered by the Plan whose employment
is terminated under the circumstances set forth in the Plan.


II.               
Term 


The Plan shall be effective
as of the Effective Date and continue until terminated by the Compensation
Committee with 12 months’ notice to Eligible Employees in accordance with Section
VIII below.


III.            
Eligibility 


The employees eligible to
participate in the Plan at any time (the “Eligible Employees”) shall be
comprised of each employee who (1) is a full-time employee in grade level 27 or
above, or who is a full-time employee and was in grade level 27 or above in the
twelve (12) months immediately prior to the date of termination, at the time of
the termination of his or her employment or (2) is eligible to participate in
the American International Group, Inc. Amended and Restated Executive Severance
Plan, first effective as of March 11, 2008 and as amended (the “Old Plan”)
as of the Effective Date (an “Old Plan Participant”).  Notwithstanding
the foregoing, if an employee has an employment agreement (or other agreement
or arrangement) that provides for payment of severance in connection with a
“Covered Termination” (as defined in Section IV below), the employee
will not be an Eligible Employee; provided  that payment of
statutorily-required severance shall not prohibit an employee from being an Eligible
Employee.  Receipt of the Plan by an Old Plan Participant shall be deemed to
constitute notice, delivered as of the Effective Date, for the purpose of
terminating the Old Plan under Section VIII of the Old Plan.


IV.             
Severance 


Subject to Section IV.F
below, an Eligible Employee shall be entitled to receive the benefits described
in this Section IV if he or she experiences a “Covered Termination;” provided
that such benefits shall be modified as set forth in the appendices to the
Plan to comply with local laws, bylaws, statutes, regulations, codes of
practice or applicable guidance issued by a governmental department or
regulatory authority (together referred to as “Local Law”) for any employee
whose primary worksite is outside of the United States but is not classified as
a Mobile Overseas Personnel; and provided,  further, that any
Eligible Employee who experiences a “Covered Termination” and is entitled to
statutorily-required severance shall receive the greater of such
statutorily-required severance and the benefits described in this Section IV
or shall have his or her benefits described in this 






 












 





Section IV
reduced by the statutorily-required severance paid to the Eligible Employee, as
required by applicable law.


A “Covered Termination”
shall be:


(1) For all Eligible
Employees, a termination of service during the term of the Plan for any reason
other than the Eligible Employee’s: (a) death; (b) Disability;
(c) resignation (including any resignation that an Eligible Employee may
assert was a constructive discharge); or (d) termination by the Company or its
subsidiaries for Cause (for purposes of this Plan, the term subsidiaries shall
be deemed to include both direct and indirect subsidiaries); and


(2) Notwithstanding
paragraph (1) above, for any Eligible Employees in grade level 27 or above,
such Eligible Employee’s termination of service during the term of the Plan as
a result of resignation from his or her employment for Good Reason.


Unless otherwise stated in
the Plan, for purposes of an Eligible Employee’s employment under the Plan,
“termination” of employment or service shall mean the date upon which the
Eligible Employee ceases to perform his or her employment duties and
responsibilities for the Company and/or each of its subsidiaries and, to the
extent consistent with the foregoing, shall be the “last day worked/end work
date” that is coded in the payroll system applicable to the Eligible Employee. 
Solely for purposes of this Plan, an Eligible Employee’s grade level shall be
deemed to be the highest grade level at which the Eligible Employee was
employed in the twelve (12) months immediately prior to his or her date of
termination.


A.                
Accrued
Wages and Expense Reimbursements


If an Eligible Employee
experiences a Covered Termination, the Eligible Employee shall receive: (1)
accrued wages due through the date of termination in accordance with the
Eligible Employee’s employer’s normal payroll practices; (2) reimbursement for
any unreimbursed business expenses properly incurred by the Eligible Employee
prior to the date of termination in accordance with Company policy (and for
which the Eligible Employee has submitted proper documentation as may be
required by the Company, with such documentation and each reimbursement to
occur not later than one year after the Eligible Employee’s date of
termination); and (3) any accrued but unused vacation pay in a lump sum paid
within two and one-half months after the end of the calendar year in which the
Eligible Employee’s date of termination occurs (the “Termination Year”). 


B.                
Severance,
Generally


Except as provided in
Section IV.C below, in the event of a Covered Termination, an Eligible
Employee shall be entitled to receive the following:


(1)        With respect to
an Eligible Employee’s annual short-term incentive award (“STI Award”) under
the American International Group, Inc. Short-Term Incentive Plan or its
successor plan (the “STI Plan”), an Eligible Employee shall receive:


(a)        The
“Prior Year Incentive” as calculated below. 


(i)         If the
date of termination is after the end of the applicable STI Plan performance
year, but prior to the Threshold/First Payment Date with respect to an 






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STI Award, an amount equal to the Eligible Employee’s
STI Target for such performance year as adjusted for the actual performance of
the Company and/or applicable business unit or function, as determined by the
Compensation Committee in its sole discretion.


(x)  For purposes of
this section, Threshold/First Payment Date will mean (i) for Eligible Employees
who have an STI Award that is entirely payable in the year following the STI
Plan performance year, the date such STI Award is paid, and (ii) for Eligible
Employees who have a portion of their STI Award designated as a “Deferred STI
Award” such that a portion of such STI Award is to be paid two or more calendar
years after the STI Plan performance year, the date the first  payment of
such STI Award is paid.


(y) For purposes of
this section, an Eligible Employee’s STI Target will mean the target annual
incentive amount assigned to such Eligible Employee for a performance year
pursuant to the STI Plan.


(ii)        With
respect to Eligible Employees who have a portion of their STI Award designated
as a “Deferred STI Award,” if the date of termination is after the end of the
STI Plan performance year and  after the Threshold/First Payment Date for
such STI Award, the amount of the Deferred STI Award portion not yet paid.


(iii)       In all
events, such amounts will be paid at the same time as they are paid to
similarly-situated active employees with similar STI Awards, and will be
subject to the same deferral, clawback and repayment terms. For point of
clarity, Prior Year Incentive payments to Eligible Employees covered under the
AIG Clawback Policy, as may be amended from time to time, are subject to
forfeiture and/or repayment to the extent provided for in such policy.


(b)        The “Pro Rata Incentive” for the
Termination Year as calculated below.


(i)         If
the date of termination is on or after April 1 of a performance year through
December 31 of such performance year, a Pro Rated portion of an amount equal to
the Eligible Employee’s STI Target as adjusted for the actual performance of
the Company and/or applicable business unit or function, as determined by the
Compensation Committee in its sole discretion.


(x) For
purposes of this section, Pro Rated will mean a fraction the numerator of which
is the number of full months in the Termination Year that the Eligible Employee
was actively employed or on an approved leave of absence during which the
Eligible Employee was receiving salary continuation from a Company payroll (a
“Paid Leave of Absence”) and the denominator of which is 12.


(y) If
the Covered Termination occurs within twelve (12) months following a reduction
in the Eligible Employee’s annual base salary and/or short-term incentive
opportunity (other than a reduction resulting from a Board approved program
generally applicable to similarly-situated employees), for purposes of this
section, the STI Target shall be the greater of the Eligible Employee’s STI
Target in effect on the date of the Covered Termination and the Eligible 




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Employee’s STI Target in effect on the day immediately
prior to such reduction.


(ii)        To
the extent an Eligible Employee experiences a Covered Termination prior to
April 1 of the Termination Year, no Pro Rata Incentive shall be paid.  


(iii)       All Pro Rata Incentive payments will be paid at the
same time or times as they are paid to similarly situated active employees with
similar STI Awards, and will be subject to the same deferral, clawback and
repayment terms. For point of clarity, Pro Rata Incentive payments to Eligible
Employees covered under the AIG Clawback Policy, as may be amended from time to
time, are subject to forfeiture and/or repayment to the extent provided for in
such policy.


(iv)       For
avoidance of doubt, the terms STI Target and STI Award as used in this Section
include any portion of an STI Target and STI Award designated as a Deferred STI
Award (described above).


For the avoidance of
doubt, in no event shall an Eligible Employee be entitled to a duplication of
any amounts payable under this paragraph or paragraph (1) above and under the
terms of the American International Group, Inc. Short-Term Incentive Plan as
a result of his or her Covered Termination.


(2)        A
lump sum cash payment equal to the product of: (a) a “Multiplier” (as defined
below) times  (b) the sum of (i) the greater of actual base salary earned
by the Eligible Employee over the twelve (12) months immediately prior to the
date of termination and the Eligible Employee’s annualized base salary rate as
of the date of termination plus  (ii) the average of the Eligible
Employee’s annual short-term incentive bonus actually paid for the three (3)
most recently completed calendar years preceding  the Termination Year for
which annual short-term incentive bonuses had generally been paid. Such amount
will be paid as soon as practicable following the Covered Termination but in no
event later than sixty (60) days thereafter.  In the event of any unanticipated
circumstances that result in the Company, in its sole discretion, paying such
amount later than 60 days following the Covered Termination, in no event will
such amount be paid later than March 15th of the year immediately
following the Termination Year.  Notwithstanding the foregoing, (x) if the
Covered Termination occurs within twelve (12) months following a reduction in
the Eligible Employee’s annual base salary and/or short-term incentive
opportunity (other than a reduction resulting from a Board-approved program
generally applicable to similarly-situated employees), the payment due under
this paragraph (2) shall be calculated as if the Covered Termination occurred
on the day immediately prior to such reduction (using the Eligible Employee’s
grade level on the day immediately prior to such reduction for purposes of the
Multiplier) and (y) if an Eligible Employee resigns for Good Reason after
twelve (12) months but before twenty-four (24) months following the event
giving rise to Good Reason, the amount described in clause (i) of this
paragraph (2) shall be the greater of actual base salary earned by the Eligible
Employee over the twelve (12) months immediately prior to the event giving rise
to Good Reason and the Eligible Employee’s annualized base salary rate
immediately prior to the event giving rise to Good Reason.  


The “Multiplier”
shall be as follows:


(1)  For
an Eligible Employee in grade level 27 or 28: (a) 1 in the event of a
termination without Cause or resignation for Good Reason; or (b) 1.5 in the
event of 






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a termination without Cause or resignation
for Good Reason within twenty-four (24) months following a Change in Control (a
“Change in Control Termination”); and


(2)  For
an Eligible Employee in grade level 29 or above: (a) 1.5 in the event of a
termination without Cause or resignation for Good Reason; or (b) 2 in the event
of Change in Control Termination.


(3)        For purposes of paragraph
(1)(b) above, if no STI Target is established for an Eligible Employee for the
Termination Year, the Pro Rata Incentive shall be based on the average of the
Eligible Employee’s annual short-term incentive bonuses paid with respect to
the three (3) most recently completed calendar years preceding the Termination
Year for which annual short-term incentive bonuses had generally been paid; provided
that (A) if the Eligible Employee was not employed for all years that would
otherwise be included in the average, the Eligible Employee’s target annual
short-term incentive bonus with respect to the most recently completed calendar
year preceding the Termination Year in which the Eligible Employee was employed
shall be used and (B) if the Eligible Employee received no annual short-term
incentive bonus for one of the years that would otherwise be included in the
average as a result of an approved leave of absence, the Eligible Employee’s
target annual short-term incentive bonus with respect to the most recently
completed calendar year preceding the Termination Year in which such condition
did not apply shall be used.


With respect to paragraph 2
above, (a) if the Eligible Employee was not employed for all years that would
otherwise be included in the average, the average shall be computed based on
each such year in which Eligible Employee was employed; (b) if the Eligible
Employee earns or is awarded no short-term incentive bonus for one of the years
that would otherwise be included in the average as a result of an approved
leave of absence, the average shall be computed by using the three most
recently completed calendar years preceding the calendar year of termination in
which such condition did not apply; and (c) if an Eligible Employee was not
employed long enough for the Eligible Employee’s first short-term incentive
bonus to be paid, the Eligible Employee’s target short-term incentive bonus
shall be used in lieu of the average described above.


C.                
Severance
for Old Plan Participants


If an Old Plan Participant
experiences a Covered Termination, he or she shall receive (1) the Prior Year
Incentive (if applicable), (2) the Pro Rata Incentive and (3) severance equal
to (i) for an Old Plan Participant below grade level 27, the “Old Plan Benefit”
(as defined below) or (ii) for an Old Plan Participant in grade level 27 or
above, (A) the Old Plan Benefit plus  (B) the difference, if any, between
the amount provided in Section IV.B(2) and the “Old Plan Benefit” (the “New
Plan Payment”).  The “Old Plan Benefit” shall be the sum of the
following, divided by 12, and then multiplied by the number of months in the
“Severance Period” (as defined below) applicable to the Old Plan Participant:


(1) 
Annual base salary as of the date of termination; plus 


(2)  The
average of the Old Plan Participant’s “Annual Cash Bonuses” (as defined below)
awarded and paid with respect to the three most recently completed calendar
years preceding the Termination Year (including any year in which the bonus was
zero); provided that: (a) if the date of termination occurs during a
calendar year before the time that Annual Cash Bonuses have generally been paid
out to employees for the prior calendar year’s performance, the average shall
be 






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computed based on the second, third and
fourth calendar years prior to the calendar year in which the termination
occurs, (b) if the Old Plan Participant was not employed for all years that
would otherwise be included in the average, the average shall be computed based
on each such year in which the Old Plan Participant was employed and (c) if the
Old Plan Participant earns or is awarded no bonus for one of the years that
would otherwise be included in the average as a result of an approved leave of
absence, the average shall be computed by using the three most recently
completed calendar years preceding the Termination Year in which such condition
did not apply.  Solely for purposes of this Plan, “Annual Cash Bonus”
means any performance based, year-end cash bonus or a cash bonus in lieu
of a year-end cash bonus, and the amount of any Annual Cash Bonus awarded and
paid shall include any amount of such bonus voluntarily deferred by the Old
Plan Participant,  as applicable.


The “Severance Period”
shall be:


(a)  For
each Old Plan Participant who is a Senior Vice President or higher of the
Company as of January 1, 2014 (the “Transition
Date”)  (or, if earlier, the date of termination),
24 months; and


(b)  For
all other Old Plan Participants, one month per year of service with the Company
up to a maximum of 12 months, except that (a) no Old Plan Participant shall
have a Severance Period of less than six months regardless of years of service
and (b) any Old Plan Participant who was also eligible to receive benefits
under the American International Group, Inc. Executive Severance Plan that was
terminated as of June 26, 2008 (the “Initial Plan”) shall be entitled to
a Severance Period that is no shorter than what would have been provided to such
Old Plan Participant under the terms of the Initial Plan if such Old Plan
Participant had been terminated on December 31, 2007.  For the avoidance of
doubt, the Severance Period for an Old Plan Participant who is a Senior Vice
President solely of a subsidiary of the Company (and not of American
International Group, Inc.) shall be determined under this paragraph (2).


For Covered Terminations on
or after the Transition Date, the Old Plan Benefit will be paid in a lump sum
in accordance with the payment timing set forth in Section IV.B(2).


Any New Plan Payment will
be paid in a lump sum in accordance with the payment timing set forth in
Section IV.B(2) (provided  that any Pro Rata Incentive will be paid in
accordance with the payment timing set forth in Section IV.B(1)(b) and
any Prior Year Incentive will be paid in accordance with the payment timing set
forth in Section IV.B(1)(a)). 


D.                
Continued
Health and Life Insurance Coverage and Participation in Retiree Health and
Retiree Life for Eligible Employees


If an Eligible Employee
experiences a Covered Termination, the Eligible Employee shall be entitled to
continued health insurance coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”), if applicable, for a period in
accordance with the requirements under COBRA; provided, however,
that the Eligible Employee shall be solely responsible for paying the full cost
of the monthly premiums for such COBRA coverage; and provided, further,
that such coverage shall not be provided if during such period the Eligible
Employee is or becomes ineligible under the provisions of COBRA for 






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continuing coverage.  Any Eligible Employee who
experiences a Covered Termination will receive one (1) year of additional
service credit and credit for additional age solely for purposes of determining
the Eligible Employee’s eligibility to participate in any Company retiree
health plan and, if eligible, may choose to participate in any such plan as of
his or her date of termination at the applicable rate or pay for COBRA
coverage, if applicable.  If such an Eligible Employee chooses to pay for COBRA
coverage and retains such coverage for the full COBRA period, the Eligible
Employee may participate in the applicable Company retiree health plan(s)
following the COBRA period.


If an Eligible Employee
experiences a Covered Termination, the Eligible Employee shall also be entitled
to an additional lump-sum payment of $40,000 (the “Supplemental
Health & Life Payment”).  The Supplemental Health & Life Payment
may, among other things, be payable towards COBRA healthcare and life insurance
coverage after the Eligible Employee’s date of termination.


E.                
Additional
Non-qualified Pension Credits for Eligible Employees


If an Eligible Employee
experiences a Covered Termination, the Eligible Employee will receive one (1)
year of additional service credit and credit for additional age solely for
purposes of determining vesting and eligibility for retirement (including early
retirement) under the Company’s non-qualified pension plans (plans that are not
intended to be qualified under the provisions of Section 401 of the Internal
Revenue Code of 1986, as amended (the “Code”)) in which such Eligible
Employee was actively participating immediately prior to his or her date of
termination (the “Non-Qualified Pension Plans”).  Eligible Employees
shall commence payments under the Non-Qualified Pension Plans at the time
specified in the applicable plan, determined as if “Qualified Plan Retirement
Income” (as defined in the applicable plan) began to be paid immediately
following the Eligible Employee’s date of termination.


F.                 
Limitations
on Severance; Reductions of Severance


The amounts described in Subsections B 
through E  of this Section IV (collectively referred to as “Severance”)
are subject to the Eligible Employee’s continued compliance with any applicable
release and/or restrictive covenant agreement (referred to generically as the “Release”)
that the Company may require under other compensation arrangements, any
applicable employment agreement or the release pursuant to Section VI
below.  Failure to execute or adhere to such a Release, or the revocation of
such a Release, by the Eligible Employee shall result in a forfeiture of all
Severance under the Plan.  (For the avoidance of doubt, any Severance Installment
or other Severance benefit due under the terms of the Plan shall be forfeited
to the extent such payment would have otherwise been due but for the Eligible
Employee’s failure to provide the Company with a duly executed and effective
Release.)  Nothing herein shall preclude the Company in its sole discretion
from requiring the Eligible Employee to enter into other such releases or
agreements as a condition to receiving Severance under the Plan.


G.               
Code
Section 409A


Payments under the Plan are
intended to satisfy the “short-term deferral exception” under section 409A of
the Code (“Code section 409A”).


The Plan Administrator (as
defined in Section VII.A) will have full authority to give effect to the
intent of this Section VI.G. 


 




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H.               
Covenants
and for “Cause” Terminations


Notwithstanding anything to
the contrary in the Plan, (a) if at any time the Eligible Employee breaches any
of the provisions of a Release, or revokes it, or (b) if within one year
after the last payment of Severance under the Plan, with respect to any
Eligible Employee under the purview of the Compensation Committee, the
Compensation Committee or, with respect to any other Eligible Employee, the
Senior C&B Executive determines that grounds existed, on or prior to the
date of termination of the Eligible Employee’s employment with the Company,
including prior to the Effective Date, for the Company to terminate the
Eligible Employee’s employment for “Cause”:


(1)  No further
payments or benefits shall be due under this Section IV; and


(2)  The
Eligible Employee shall be obligated to repay to the Company, immediately and
in a cash lump sum, the amount of any Severance benefits (other than any
amounts received by the Eligible Employee under Sections IV.D or IV.E)
previously received by the Eligible Employee (which shall, for the avoidance of
doubt, be calculated on a pre-tax basis); 


provided that the Eligible Employee shall in all events be entitled
to receive accrued wages, expense reimbursement and accrued but unused vacation
pay as set forth in Section IV.A above.


I.                  
No
Rights


Other than as provided in
this Section IV, an Eligible Employee shall have no rights to any
compensation or any other benefits under the Plan.  All other benefits, if any,
due to the Eligible Employee following the date of termination shall be
determined in accordance with the plans, policies and practices of the Company
or any subsidiary of the Company in effect on the date of termination. Whether
the Eligible Employee’s employment has terminated for purposes of any Company
plan or arrangement shall be determined on the basis of the applicable terms of
the plan or arrangement.


J.                 
Non
U.S. Participants


To the extent the Local
Laws of a country or non-U.S. jurisdiction in which an Eligible Employee works
would prohibit any provision, feature or requirement of the Plan, or such Local
Laws, an applicable collective bargaining of similar collective agreement, the
determination of a court or other adjudicative body or an Eligible Employee’s
contract of employment would require that the benefits provided under the Plan
be duplicative of or in addition to other Company or subsidiary or employer
provided or paid severance benefits or termination-related benefits to which
such Eligible Employee is entitled, the CMRC hereby delegates to the Senior HR
Attorney and the Senior C&B Executive, the responsibility to develop a
written appendix to the Plan specific to such country or non-U.S. jurisdiction
that addresses the problematic provision, feature or requirement while
maintaining as much of the intent and goals of the Plan as possible and also
complying with Local Laws.  The Senior HR Attorney and Senior C&B
Executive. will share such appendix with all Eligible Employees in such country
or non-U.S. jurisdiction, and will maintain an inventory of all such
appendices.  The Senior HR Attorney and the Senior C&B Executive shall
periodically review such appendices to confirm that they remain permissible,
enforceable, and in accordance with Local Law.


 




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V.                
No
Duplication; No Mitigation


A.                
No
Duplication


The Plan is not intended
to, and shall not result in any duplication of payments or benefits to any
Eligible Employee.  The Compensation Committee shall be authorized to interpret
the Plan to give effect to the preceding sentence.


B.                
No
Mitigation


In order for an Eligible
Employee to receive the Severance described in the Plan, the Eligible Employee
shall be under no obligation to seek other employment or otherwise mitigate the
obligations of the Company under the Plan, and there shall be no offset against
any amounts due under the Plan on account of any remuneration attributable to
any subsequent employment that the Eligible Employee may obtain.


VI.             
Release
and Restrictive Covenant Agreement


Subject to Sections IV.F
and G  above, the Company may require and condition payment of the
Severance on the Eligible Employee’s execution of a Release in the form
attached to the Plan as Exhibit A, as such Release may be modified by
the Senior HR Attorney and the Senior C&B Executive or their designee(s); provided,
however, that such Release must be executed within 60 days after the
date of termination; provided, further, that if the Local Laws of
a country or non-U.S. jurisdiction in which an Eligible Employee works would
not permit all or a portion of the Release to be structured or executed in the
form attached hereto, the Senior HR Attorney and the Senior C&B 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.


VII.          
Plan
Administration


A.                
Compensation
Committee


The Plan shall be
interpreted, administered and operated by the Compensation Committee, which
shall have the complete authority, in its sole discretion, subject to the
express provisions of the Plan, to interpret the Plan, adopt any rules and
regulations for carrying out the Plan as may be appropriate and decide any and
all matters and make any and all determinations arising under or otherwise
necessary or advisable for the administration of the Plan.  All interpretations
and decisions by the Compensation Committee shall be final, conclusive and
binding on all parties affected thereby, and shall supersede any decisions or
actions by the “Claims Administrator” (as defined below).  Notwithstanding the
foregoing, the Compensation Committee shall have the right to delegate to any
individual member of the Compensation Committee or to any executive of the
Company any of the Compensation Committee’s authority under the Plan; provided,
that  no person shall act as Plan Administrator in any matter directly
relating to his or her eligibility or amount of Severance under the Plan.  The
Compensation Committee and/or the member of the Compensation Committee or the
executive of the Company delegated any authority under the Plan shall be referred
to in the Plan as the “Plan Administrator.” 


 




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B.                
Expenses
and Liabilities


All expenses and
liabilities that the Plan Administrator and the Claims Administrator incur in
connection with the administration of the Plan shall be borne by the Company. 
The Plan Administrator and the Claims Administrator may employ attorneys,
consultants, accountants, appraisers, brokers or other persons in connection
with such administration, and the Plan Administrator, the Claims Administrator,
the Company and the Company’s officers and directors shall be entitled to rely
upon the advice, opinions or valuations of any such persons.  No member of the
Compensation Committee or any executive delegated by the Compensation Committee
as Plan Administrator, or the Claims Administrator shall be personally liable
for any action, determination or interpretation made in good faith with respect
to the Plan, and all members of the Compensation Committee and any executive
delegated by the Compensation Committee as the Plan Administrator and the
Claims Administrator shall be fully protected by the Company in respect of any
such action, determination or interpretation to the extent permitted by (a) the
Company’s charter; (b) the Company’s bylaws and (c) applicable law.


VIII.       
Termination
and Amendment


A.                
Termination 


The Compensation Committee
may terminate the Plan in accordance with Section II  of the Plan, provided 
that no termination shall adversely affect the payments or benefits to which
any Eligible Employee has become entitled by virtue of a Covered Termination
occurring before the time of termination of the Plan.  Any notice of
termination shall be in accordance with Section VIII.C below.


B.                
Amendment 


The Compensation Committee
may amend the Plan in any manner, provided that, in the event an
amendment is determined by the Compensation Committee to be, in the aggregate,
material and adverse to an Eligible Employee (taking into account any aspects
of such amendments that are beneficial to the Eligible Employee), the
Compensation Committee shall provide 12 months’ notice to such Eligible
Employee in accordance with Section VIII.C below (and no such change
shall be effective before the second anniversary of the Effective Date).  In
addition, the Compensation Committee may, at any time, amend the Plan in any manner
it determines in good faith is necessary or appropriate (1) to comply with
applicable law or (2) to comply with Code section 409A.  Any notice of
amendment shall be in accordance with Section VIII.C below.


For the avoidance of doubt,
amendments under the preceding sentence may be material and adverse to Eligible
Employees.  In addition, if an employee was not an Eligible Employee because he
or she had an employment agreement (or other agreement or arrangement) that
contemplated payment of severance with respect to any termination, the
Compensation Committee may amend the Plan to exclude such employee without
notice to such employee (notwithstanding the expiration of such agreement or
arrangement) if it determines that in good faith that such exclusion is
necessary to comply with Code section 409A.


Notwithstanding the
foregoing, the Compensation Committee’s rights and powers to amend the Plan
shall be delegated to the Senior C&B Executive who shall have the right to 






                                                                            -10-


 












 





amend the Plan with respect to (i) amendments required
by relevant law, regulation or ruling, (ii) amendments that are not expected to
have a material financial impact on the Company, (iii) amendments that can
reasonably be characterized as technical or ministerial in nature, or (iv)
amendments that have previously been approved in concept by the Compensation
Committee. Notwithstanding the foregoing delegation, the Senior C&B
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 Compensation
Committee, unless such amendment is approved or ratified by the Compensation
Committee.


C.                
Notice
of Termination or Amendment


The Company shall be deemed
to have provided any notice required by this Section VIII if the Company
makes a reasonable, good faith effort to email or otherwise contact all
Eligible Employees.  For the avoidance of doubt, notice shall be deemed to have
been validly delivered to every Eligible Employee notwithstanding that certain
individual Eligible Employees do not receive actual notice, if the Company
makes reasonable, good faith efforts as provided in the preceding sentence.


IX.             
Claims
and Appeals Procedures


The following claim review
and claim appeal procedures apply to all claims of any nature related to the
Plan.  For purposes of the Plan, the “Claims Administrator” is the Company’s
most senior executive whose responsibility it is to oversee both the Corporate
Compensation Department and the Corporate Benefits Department; provided
however, if that aforementioned position is vacant, then the Company’s
senior most executive whose responsibility it is to oversee all Human Resources
matters of the Company on a global basis shall be the Claims Administrator and
if both of the immediately aforementioned positions are vacant, then the Chief
Executive Officer of the Company shall appoint an individual to be the Claims
Administrator.  The Claims Administrator, in his or her discretion, may
delegate in writing the Claims Administrator responsibilities to a committee
comprised of three individuals selected from among the human resources
executives and human resources attorneys of the Company, who shall act as
Claims Administrator.


A.                
Initial
Claim


To the extent that an
Eligible Employee believes that he or she is entitled to a benefit under the
Plan that such Eligible Employee has not received, such Eligible Employee may
file a claim for benefits under the Plan, as provided in this Section IX
of the Plan.


1.                 
Procedure for Filing a Claim


An Eligible Employee must
submit a claim in writing on the appropriate claim form (or in such other
manner acceptable to the Claims Administrator), along with any supporting
comments, documents, records and other information, to the Claims Administrator
in person or by messenger.


If an Eligible Employee
fails to properly file a claim for a benefit under the Plan, the Eligible
Employee shall be considered not to have exhausted all administrative remedies
under the Plan, and shall not be able to bring any legal action for the
benefit.  Claims and 


 






                                                                            -11-


 












 





appeals of denied claims may be pursued by an Eligible
Employee, or if approved by the Claims Administrator, by an Eligible Employee’s
authorized representative.


2.                 
Initial Claim Review


The Claims Administrator
shall conduct the initial claim review.  The Claims Administrator shall
consider the applicable terms and provisions of the Plan and amendments to the
Plan, and any information and evidence presented by the Eligible Employee and
any other relevant information.


3.                 
Initial Benefit Determination


(a)              
Timing of Notification on Initial
Claim


The Claims Administrator
shall notify an Eligible Employee about his or her claim within a reasonable
period of time, but, in any event, within 90 days after the Plan Administrator
or Claims Administrator, as the case may be, receives the Eligible Employee’s
claim, unless the Claims Administrator determines that special circumstances
require an extension of time for processing the claim.  If the Claims
Administrator determines that an extension is needed, the Eligible Employee
shall be notified before the end of the initial 90-day period.  The
notification shall say what special circumstances require an extension of
time.  The Eligible Employee shall be told the date by which the Claims
Administrator expects to render the determination, which in any event shall be
within 90 days from the end of the initial 90-day period.


If such an extension is
necessary because an Eligible Employee did not submit the information necessary
to decide the claim, the time period in which the Plan Administrator is
required to make a decision shall be frozen from the date on which the
notification is sent to the Eligible Employee until the Eligible Employee
responds to the request for additional information.  If the Eligible Employee
fails to provide the necessary information in a reasonable period of time, the
Plan Administrator may, in its discretion, decide the Eligible Employee’s claim
based on the information already provided.


(b)              
Manner and Content of Notification
of Denied Claim


In the event the Claims
Administrator denies an Eligible Employee’s claim for benefits, the Claims
Administrator shall provide an Eligible Employee with written or electronic
notice of any denial, in accordance with applicable U.S. Department of Labor
regulations.  The notification shall include:


(i)  The specific reason or
reasons for the denial;


(ii)  Reference to the
specific provision(s) of the Plan on which the determination is based;


(iii)  A description of any
additional material or information necessary for an Eligible Employee to revise
the claim and an explanation of why such material or information is necessary;
and 


(iv)  A description of the
Plan’s review procedures and the time limits applicable to such procedures.


 




                                                                            -12-


 












 





4.                 
Claims Processing


In the event the Claims
Administrator approves an Eligible Employee’s claim for benefits, the Claims
Administrator shall provide the Release that the Eligible Employee must sign
pursuant Section VI of the Plan, and shall coordinate with the applicable
Company payroll department, the Company benefits department, and any other
Company entity or counsel as necessary to implement the terms of Section IV
of the Plan.


B.                
Review
of Initial Benefit Denial


1.                 
Procedure for Filing an Appeal of
a Denial


Any appeal of a denial must
be delivered to the Plan Administrator within 60 days after an Eligible
Employee receives notice of denial.  Failure to appeal within the 60-day period
shall be considered a failure to exhaust all administrative remedies under the
Plan and shall make an Eligible Employee unable to bring a legal action to
recover a benefit under the Plan.  An Eligible Employee’s appeal must be in
writing, using the appropriate form provided by the Plan Administrator (or in
such other manner acceptable to the Plan Administrator).  The request for an
appeal must be filed with the Plan Administrator in person or by messenger, in
either case, evidenced by written receipt or by first-class postage-paid mail
and return receipt requested, to the Plan Administrator.


2.                 
Review Procedures for Denials


The Plan Administrator
shall provide a review that takes into account all comments, documents, records
and other information submitted by an Eligible Employee without regard to
whether such information was submitted or considered in the initial benefit
determination.  An Eligible Employee shall have the opportunity to submit
written comments, documents, records and other information relating to the
claim and shall be provided, upon request and free of charge, reasonable access
to and copies of all relevant documents.


3.                 
Timing of Notification of Benefit
Determination on Review


The Plan Administrator
shall notify an Eligible Employee of the Plan Administrator’s decision within a
reasonable period of time, but in any event within 60 days after the Plan
Administrator receives the Eligible Employee’s request for review, unless the
Plan Administrator determines that special circumstances require more time for
processing the review of the adverse benefit determination.


If the Plan Administrator
determines that an extension is required, the Plan Administrator shall tell an
Eligible Employee in writing before the end of the initial 60-day period.  The
Plan Administrator shall tell the Eligible Employee the special circumstances
that require an extension of time, and the date by which the Plan Administrator
expects to render the determination on review, which in any event shall be
within 60 days from the end of the initial 60-day period.


If such an extension is
necessary because an Eligible Employee did not submit the information necessary
to decide the claim, the time period in which the Plan Administrator is
required to make a decision shall be frozen from the date on which the
notification is sent to the Eligible Employee until the Eligible Employee
responds to the request for additional information.  If the Eligible Employee
fails to provide the necessary information 






                                                                            -13-


 












 





in a reasonable period of time, the Plan Administrator
may, in its discretion, decide the Eligible Employee’s claim based on the
information already provided.


4.                 
Manner and Content of Notification
of Benefit Determination on Review


The Plan Administrator
shall provide a notice of the Plan’s benefit determination on review, in
accordance with applicable U.S. Department of Labor regulations.  If an
Eligible Employee’s appeal is denied, the notification shall include:


(a)  The specific reason or
reasons for the denial;


(b)  Reference to the
specific provision(s) of the Plan on which the determination is based; and


(c)  A statement that the
Eligible Employee is entitled to receive, upon request and free of charge,
reasonable access to and copies of all relevant documents.


If an Eligible Employee’s
appeal is approved, the Plan Administrator shall forward the claim to the
Claims Administrator for processing in accordance with Section IX.A.4
above.


C.                
Legal
Action


An Eligible Employee cannot
bring any action to recover any benefit under the Plan if the Eligible Employee
does not file a valid claim for a benefit and seek timely review of a denial of
that claim.


X.                
Withholding
Taxes


The Company may withhold
from any amounts payable under the Plan such federal, state, local or other
taxes as may be required to be withheld pursuant to any applicable law or
regulation.


XI.             
Miscellaneous 


A.                
No
Effect on Other Benefits


Any Severance received by
an Eligible Employee under the Plan shall not be counted as compensation for
purposes of determining benefits under other benefit plans, programs, policies
and agreements, except to the extent expressly provided therein or in the
Plan.  With respect to any benefit plan, program, policy or agreement that
takes into account only base salary as relevant compensation, only the portion
of such Severance that is payable on account of annual base salary as of the
date of termination as calculated in Section IV.B(1)  shall be taken
into account for purposes of such benefit plan, program, policy or agreement.


B.                
Unfunded
Obligation


Any Severance and benefits
provided under the Plan shall constitute an unfunded obligation of the
Company.  Severance and other benefits paid under the Plan will be made, when
due, entirely by the Company from its general assets.  The Plan shall
constitute solely an unsecured promise by the Company to provide Severance to
Eligible 






                                                                            -14-


 












 





Employees to the extent provided herein.  For the
avoidance of doubt, any pension, health or life insurance benefits to which an
Eligible Employee may be entitled under the Plan shall be provided under other
applicable employee benefit plans of the Company.  The Plan does not provide
the substantive benefits under such other employee benefit plans, and nothing
in the Plan shall restrict the Company’s ability to amend, modify or terminate
such other employee benefit plans.


C.                
Employment
Status


The Plan does not create an
employment relationship between any Eligible Employee and the Company or any of
its subsidiaries.  The Plan is not a contract of employment, is not part of a
contract of employment (unless such contract explicitly incorporates the Plan
into such contract), does not guarantee the Eligible Employee employment for
any specified period and does not limit the right of the Company or any
subsidiary of the Company to terminate the employment of the Eligible Employee
at any time for any reason or no reason or to change the status of any Eligible
Employee’s employment or to change any employment policies.


D.                
Section
Headings


The section headings
contained in the Plan are included solely for convenience of reference and
shall not in any way affect the meaning of any provision of the Plan.


E.                
Governing
Law


It is intended that the
Plan be an “employee welfare benefit plan” within the meaning of Section 3(1)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
maintained for the purpose of providing benefits for a select group of
management or highly compensated employees, and the Plan shall be administered
in a manner consistent with such intent.  The Plan Administrator shall provide
any documents relating to the Plan to the Secretary of the U.S. Department of
Labor upon request.  The Plan and all rights under the Plan shall be governed
and construed in accordance with ERISA, and, to the extent not preempted by
federal law, with the laws of the State of New York.  The Plan shall also be
subject to all applicable non-U.S. laws as to Eligible Employees located
outside of the United States.


In the event that any
provision of the Plan is not permitted by the Local Laws, of a country or
jurisdiction in which an Eligible Employee works, such Local Law shall
supersede or modify (as applicable) that provision of the Plan with respect to
that Eligible Employee.


F.                 
Assignment 


The Plan shall inure to the
benefit of and shall be enforceable by an Eligible Employee’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.  If an Eligible Employee should die while any amount is
still payable to the Eligible Employee under the Plan had the Eligible Employee
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of the Plan, or as determined by the
Compensation Committee, to the Eligible Employee’s estate.  An Eligible
Employee’s rights under the Plan shall not otherwise be transferable or subject
to lien or attachment.














                                                                            -15-


 












 





Glossary of Terms


“Board” shall mean
the Board of Directors of the Company.


“Cause” shall mean
(i) the Eligible Employee’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; (ii)
the Eligible Employee’s engagement in any conduct which constitutes an
employment disqualification under applicable law (including statutory
disqualification as defined under the Exchange Act); (iii) the Eligible
Employee’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 (iv) the Eligible Employee’s
material violation of the Company’s codes or conduct or any other Company
policy as in effect from time to time.  The Determination as to whether Cause
has occurred shall be made by the Compensation Committee, with respect to any
Eligible Employee under the purview of the Compensation Committee, or the
Senior C&B Executive, with respect to any other Eligible Employee, in each
case, in its or his or her sole discretion.  The Compensation Committee or
Senior C&B Executive, as applicable, shall also have the authority in his
or her sole discretion to waive the consequences of the existence or occurrence
of any of the events, acts or omissions constituting Cause.


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


(1)  Individuals who,
on the Effective Date, 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 the Effective Date, 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 the proxy statement of the Company 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 the Company
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 the Company representing 50% or more
of the combined voting power of the Company’s then outstanding securities
eligible to vote for the election of the Board (“Company 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
Company Voting Securities:  (A) by the Company or any subsidiary
of the Company (B) by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any subsidiary of the Company 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 the Company (a “Business
Combination”) that results in any person (other than the United States
Department of Treasury) becoming the beneficial owner, directly or indirectly,
of 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 of all of substantially all of the Company’s assets (other than to an
affiliate of the Company); or


(5)  The Company’s
stockholders approve a plan of complete liquidation or dissolution of the
Company.


Notwithstanding the
foregoing, a Change in Control shall not be deemed to occur solely because any
person acquires beneficial ownership of more than 50% of the Company Voting
Securities as a result of the acquisition of Company Voting Securities by the
Company which reduces the number of Company Voting Securities outstanding; provided
that if after such acquisition by the Company such person becomes the
beneficial owner of additional Company Voting Securities that increases the
percentage of outstanding Company Voting Securities beneficially owned by such
person, a Change in Control shall then occur.


“Disability” shall
mean a period of medically determined physical or mental impairment that is
expected to result in death or last for a period of not less than 12 months
during which the Eligible Employee qualifies for income replacement benefits
under the Eligible Employee’s employer’s long-term disability plan for at least
3 months, or, if the Eligible Employee does not participate in such a plan, a
period of disability during which the Eligible Employee is unable to engage in
any substantial gainful activity by reason of any medically determined physical
or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months.


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended from time to time, or any
successor thereto, and the applicable rules and regulations thereunder.


“Good Reason” shall
mean a reduction of more than twenty percent (20%) in the Eligible Employee’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. 
Notwithstanding the foregoing, a termination for Good Reason shall not have
occurred unless (a) the Eligible Employee gives written notice to the Company
of termination of employment within 30 days after the Eligible Employee first
becomes aware of the occurrence of the circumstances constituting Good Reason,
specifying in detail the circumstances constituting Good Reason, and the
Company has failed within 30 days after receipt of such notice to cure the
circumstances constituting Good Reason, and (b) the Eligible Employee’s
“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.


“Senior C&B
Executive” means the Company’s most senior executive whose responsibility
it is to oversee both the Corporate Compensation Department and the 






                                                                             -2-


 












 





Corporate Benefits Department.  In the event that no
individual holds such position, “Senior C&B 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.


















                                                                             -3-


 












 





Exhibit A


AMERICAN
INTERNATIONAL GROUP, INC.

RELEASE AND RESTRICTIVE COVENANT AGREEMENT


This
Release and Restrictive Covenant Agreement (the “Agreement”) is entered
into by and between _________________________ (the “Employee”) and
American International Group, Inc., a Delaware Corporation (the “Company”).
 


Each term defined in the American
International Group, Inc. 2012 Executive Severance Plan (the “Plan”) has the same meaning when used in this Agreement.



I.                  
Termination of
Employment


The Employee’s employment with the Company
and each of its subsidiaries and controlled affiliates (collectively “AIG”)
shall terminate on _______________ (the “Termination Date”) and, as of
that date, the Employee shall cease performing the Employee’s employment duties
and responsibilities for AIG and shall no longer report to work for AIG.  For
purposes of this Agreement, the term “controlled affiliates” means an entity of
which the Company directly or indirectly owns or controls a majority of the
voting shares.


II.               
Severance 


[Non Grandfathered (Newly Eligible)
Participants]


[The Employee shall receive a lump
sum severance payment, calculated in accordance with Section IV.B(2) of
the Plan, in the gross amount of $_______________, less applicable tax
withholdings paid out in a lump sum as soon as practicable following the [FOR
EMPLOYEES 40 AND OLDER, the date this Agreement becomes effective,] [FOR
EMPLOYEES UNDER 40, date the Agreement is fully executed], but in no event
later than March 15th of the year immediately following the
Termination Year in accordance with Section IV.B(2) of the Plan. 


   
[Grandfathered, Old Plan Participants] 


The
Employee shall receive a lump sum severance payment, calculated in accordance
with Section IV.C of the Plan, in the gross amount of $_______________,
less applicable tax withholdings paid out in a lump sum as soon as practicable
following [FOR EMPLOYEES 40 AND OLDER, the date this Agreement becomes
effective,] [FOR EMPLOYEES UNDER 40, date the Agreement is fully executed] in
accordance with Section IV.B(2) of the Plan), but in no event later than
March 15th of the year immediately following the Termination Year.


[For both Grandfathered and
Non-Grandfathered Participants]


If terminated after March 31st
of the Termination Year, the Employee shall also receive a prorated annual
short-term incentive bonus for the Termination Year calculated and paid in
accordance with, , Section IV.B(1)(b) of the Plan.  If terminated prior
to the date that the annual short-term incentive bonus for the year preceding
the Termination Year is paid to similarly situated employees, The Employee
shall also receive a lump sum cash payment or payments equal to the Employee’s
annual short-term incentive bonus for 






                                                                               


 












 





the Prior Year calculated
and paid in accordance with the payment timing set forth in, Section
IV.B(1)(a) of the Plan.]    


Any bonus or incentive compensation paid to Employee [who
is grade 27 or above or who is a recipient of an
award under the 2013 LTI or subsequent similar plans], is subject to the AIG Clawback Policy, as it may
be amended from time to time.


The Employee shall also be entitled to a
Supplemental Health and Life Payment of $40,000 which may, among other things,
be used to pay for COBRA and life insurance coverage after the Termination
Date. The Employee shall also be paid accrued wages, reimbursed expenses, and
________ days of accrued, unused paid time off (“PTO”) as of the Termination Date. 
The Employee shall not accrue any PTO after the
Termination Date.


III.            
Other Benefits


Nothing in this Agreement modifies or
affects any of the terms of any benefit plans or programs (defined as medical,
life, pension and 401(k) plans or programs and including, without limitation,
the Company’s right to alter the terms of such plans or programs).  No further
deductions or employer matching contributions shall be made on behalf of the
Employee to the American International Group, Inc. Incentive Savings Plan (“ISP”)
as of the last day of the pay period in which the Termination Date occurs.  


The Employee shall no longer participate
in or be eligible for coverage under the Company’s Short-Term and Long-Term
Disability programs, and the ISP.  After the Termination Date, the Employee may
decide, under the ISP, whether to elect a rollover or distribution of the
Employee’s account balance or to keep the account balance in the ISP.  


[As set forth in Section IV.D of the Plan, the Employee shall be
entitled to continued health insurance coverage under COBRA for a period in
accordance with the requirements under COBRA unless the Employee is or becomes
ineligible under the provisions of COBRA for continuing coverage.  The Employee
shall be solely responsible for paying the full cost of the monthly premiums
for COBRA coverage.  In addition, the Employee shall be entitled to one (1)
year of additional service credit and credit for additional age solely for
purposes of determining the Employee’s eligibility to participate in any
Company Retiree Medical program and, if eligible, may choose to participate in
such Company Retiree Medical program as of the Termination Date at the
applicable rate or pay for COBRA coverage.  If the Employee chooses to pay for
COBRA coverage and retains such coverage for the full COBRA period, the
Employee may participate in the Company Retiree Medical program following the
COBRA period.  


As set forth in Section IV.E of the
Plan, the Employee shall be entitled to one (1) year of additional service credit
and credit for additional age solely for purposes of determining vesting and
eligibility for retirement (including early retirement) under the American
International Group, Inc. Non-Qualified Retirement Income Plan (the
“Non-Qualified Plan”).  To the extent that the Employee has a vested benefit
under the Non-Qualified Plan, any payments under the Non-Qualified Plan shall
commence at the time specified in the Non-Qualified Plan, and shall be
calculated as if “Qualified Plan 




                                                                               


 












 





Retirement Income”
(as defined in the Non-Qualified Plan) began to be paid immediately following
the Termination Date.[1]


Except as set forth in this Agreement and
Sections IV.D and E of the Plan there are no other payments or benefits due to
the Employee from the Company.  The Employee acknowledges and agrees that the
Company has made no representations to the Employee as to the applicability of
Code section 409A to any of the payments or benefits provided to the Employee
pursuant to the Plan or this Agreement.]] 


IV.             
Release of
Claims


In consideration of the payments and
benefits described in Section IV of the Plan and Section II and III of
this Agreement, to which the Employee agrees the Employee is not entitled until
and unless the Employee executes this Agreement, the Employee, for and on
behalf of the Employee and the Employee’s heirs and assigns, subject to the
following two sentences hereof, agrees to all the terms and conditions of this
Agreement and hereby waives and releases any common law, statutory or other
complaints, claims, or causes of action of any kind whatsoever, both known and
unknown, in law or in equity, which the Employee ever had, now has or may have
against AIG and its shareholders (other than C.V. Starr & Co., Inc. and
Starr International Company, Inc.), successors, assigns, directors, officers,
partners, members, employees, agents benefit plans, or the Plan (collectively,
the “Releasees”), arising on or before the date of the Employee’s
execution of this Agreement, including, without limitation, any complaint, or
cause of action arising under federal, state or local laws pertaining to
employment, including the Age Discrimination in Employment Act of 1967 (“ADEA,”
a law which prohibits discrimination on the basis of age), the National Labor
Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities
Act of 1990, Title VII of the Civil Rights Act of 1964, [ the New Jersey
Conscientious Employee Protection Act/ the District of Columbia Human Rights
Act/the West Virginia Rights Act/ the Massachusetts Wage Act, (M.G.L. ch. 149
§§ 148, et seq.), the Massachusetts Fair Employment Practices Act (M.G.L. ch.
151B § 1, et seq.), Massachusetts Civil Rights Act (M.G.L. ch. 12 §§ 11H and
11I), the Massachusetts Equal Rights Act (M.G.L. ch. 93 §102, and M.G.L. ch. 214
§ 1C),  the Massachusetts Labor and Industries Act (M.G.L. ch. 149 § 1, et
seq.), the Massachusetts Privacy Act (M.G.L. ch. 214 §§ 1B)], all as amended;
and all other federal, state, local and foreign laws and regulations.  By
signing this Agreement, the Employee acknowledges that the Employee intends to
waive and release any rights known or unknown that the Employee may have
against the Releasees under these and any other laws; provided  that 
the Employee does not waive or release claims with respect to the right to
enforce the Employee’s rights under this Agreement or with respect to any
rights to indemnification under the Company’s Charter and by-laws (the
“Unreleased Claims”).    Nothing herein modifies or affects any vested 







[1]
If the Employee is a Specified Employee under Section 409A of the Code, any
such payments will commence as soon as administratively practicable after six
months following the Termination Date.  As such time, the portion the
Employee’s Non-Qualified Plan accrued benefit payable in the form of a lump sum
will be paid in full, plus the Employee will receive an amount equal to the
interest at an annual rate of 5% on such lump sum for the six-month period.
With respect to the portion of the Employee’s Non-Qualified Plan accrued
benefit payable in the form of an annuity, the first payment after the six
month period will include an amount equal to the monthly annuity payments that the
Employee would otherwise have received during the six-month period had the
Employee’s payments not be delayed for six months, retroactive to the first of
the month after the Termination Date, plus interest on the delayed payments at
an annual rate of 5%.










                                                                               


 












 





rights that Employee many
have under any applicable retirement plan, 401(k) plan, incentive plan or
deferred compensation plan; nor does this Agreement confer any rights with
respect to such plans, which are governed by the terms of the respective plans
(and any agreements under such plans).


[For California Employees Only]


All Existing Claims Waived.  Employee acknowledges
that Employee may hereafter discover claims in addition to or different from
those which Employee now knows or believes to exist with respect to the subject
matter of this release and which, if known or suspected at the time of
executing this Release, may have materially affected Employee’s decision to
execute this Release.  Employee hereby waives such claims.  This is an express
waiver of California Civil Code § 1542, which reads as follows:


“A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release,
which if know by him or her must have materially affected his or settlement
with the debtor.”


V.                
Proceedings 


The Employee acknowledges that the
Employee has not filed any complaint, charge, claim or proceeding, except with
respect to an Unreleased Claim, if any, against any of the Releasees before any
local, state or federal agency, court or other body (each individually a
“Proceeding”).  The Employee represents that the Employee is not aware of any
basis on which such a Proceeding could reasonably be instituted.  By signing
this Agreement the Employee:


(a)  Acknowledges that the Employee shall
not initiate or cause to be initiated on his or her  behalf any Proceeding and
shall not participate in any Proceeding, in each case, except as set forth
below or as required by law; and


(b)  Waives any right to recover monetary
damages or other individual relief arising out of any Proceeding.


Notwithstanding the above, nothing in Section
V of this Agreement shall:


(x)  limit or affect the Employee’s right
to challenge the validity of the Employee’s release set forth in Section V
above under the ADEA, or the Older Workers Benefit Protection Act;


(y)  prevent the Employee from filing a
charge or complaint with, or participating in any investigation or proceeding
conducted by the EEOC, the National Labor Relations Board or other federal,
state or local governmental or regulatory agencies.


VI.             
Time to
Consider


The payments and benefits payable to the
Employee under this Agreement include consideration provided to the Employee
over and above anything of value to which the Employee already is entitled.  The
Employee acknowledges that the Employee has been advised that the Employee has
[for Employee over 40 and part of a reduction in force 


 






                                                                               


 












 





impacting more than one
employee 45,  and for all others 21] days from the
date of the Employee’s receipt of this Agreement to consider all the provisions
of this Agreement.


THE EMPLOYEE FURTHER ACKNOWLEDGES THAT THE
EMPLOYEE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO,
CONSULT AN ATTORNEY, AND FULLY UNDERSTANDS THAT BY SIGNING BELOW THE EMPLOYEE
IS GIVING UP CERTAIN RIGHTS WHICH THE EMPLOYEE MAY HAVE TO SUE OR ASSERT A
CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN SECTION IV OF THIS
AGREEMENT AND THE OTHER PROVISIONS HEREOF. THE EMPLOYEE ACKNOWLEDGES THAT THE
EMPLOYEE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS
AGREEMENT, AND THE EMPLOYEE AGREES TO ALL OF ITS TERMS VOLUNTARILY. 


VII.          
Revocation  [for Employees age 40 and over] 


The Employee hereby acknowledges and
understands that the Employee shall have seven days from the date of the
Employee’s execution of this Agreement to revoke this Agreement (including,
without limitation, any and all claims arising under the ADEA) by providing
written notice of revocation delivered to the Chief HR/Employment Counsel of
the Company no later than 5:00 p.m. on the seventh day after the Employee has
signed the Agreement.  Neither the Company nor any other person is obligated to
provide any benefits to the Employee pursuant to Section IV of the Plan
or this Agreement until eight days have passed since the Employee’s signing of
this Agreement without the Employee having revoked this Agreement.  If the
Employee revokes this Agreement pursuant to this Section, the Employee shall be
deemed not to have accepted the terms of this Agreement, and no action shall be
required of AIG under any section of this Agreement.  This Agreement will not
become effective and enforceable until the eighth day after Employee’s
signature (if not revoked pursuant to the terms of this paragraph).


VIII.       
No Admission


This Agreement does not constitute an
admission of liability or wrongdoing of any kind by the Employee or AIG. 


IX.             
Restrictive
Covenants


A.    
Non-Solicitation/Non-Competition 


The Employee acknowledges and recognizes
the highly competitive nature of the businesses of AIG and accordingly agrees
as follows: 


1.  During the period commencing on the
Employee’s Termination Date and ending on the one-year anniversary of such date
(the “Restricted Period”), the Employee shall not, directly or
indirectly, 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 employee or other relationship with AIG for any engagement
in any capacity or for any other person or entity, without AIG’s written
consent. 


2.  During the period commencing on the
Employee’s Termination Date and ending on the six-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. 


3. For purposes of this Section IX, 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: 


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


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


(c)  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; 


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


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


4.  Notwithstanding anything to the
contrary in this Agreement, the Employee may directly or indirectly, own,
solely as an investment, securities of any person engaged in the business of
AIG which are publicly traded on a national or regional stock exchange or on
the over-the-counter market if the Employee (a) is not a controlling person of,
or a member of a group which controls, such person and (b) does not, directly
or indirectly, own one percent or more of any class of securities of such
person.


5.  The Employee understands that the
provisions of this Section IX.A may limit the Employee’s ability to earn
a livelihood in a business similar to the business of AIG but the Employee
nevertheless agrees and hereby acknowledges that: 


(a)  Such provisions do not impose a
greater restraint than is necessary to protect the goodwill or other business
interests of AIG; 


(b)  Such provisions contain reasonable
limitations as to time and scope of activity to be restrained; 






                                                                               


 












 





(c)  Such
provisions are not harmful to the general public; and 


(d)  Such provisions are not unduly
burdensome to the Employee.  In consideration of the foregoing and in light of
the Employee’s education, skills and abilities, the Employee agrees that he
shall not assert that, and it should not be considered that, any provisions of Section
IX.A otherwise are void, voidable or unenforceable or should be voided or
held unenforceable. 


6.  It is expressly understood and agreed
that, although the Employee and the Company consider the restrictions contained
in this Section IX.A to be reasonable, if a judicial determination is
made by a court of competent jurisdiction that the time or territory or any
other restriction contained in this Section IX.A or elsewhere in this
Agreement is an unenforceable restriction against the Employee, the provisions
of the Agreement shall not be rendered void but shall be deemed amended to
apply as to such maximum time and territory and to such maximum extent as such
court may judicially determine or indicate to be enforceable.  Alternatively,
if any court of competent jurisdiction finds that any restriction contained in
this Agreement is unenforceable, and such restriction cannot be amended so as
to make it enforceable, such finding shall not affect the enforceability of any
of the other restrictions contained herein. 


B.    
Nondisparagement 


The Employee agrees (whether during or
after the Employee’s employment with AIG) not to issue, circulate, publish or
utter any false or disparaging statements, remarks or rumors about the Releasees. 
Nothing herein shall prevent Employee from making or publishing truthful
statements (a) when required by law, subpoena, or court order,  (b) in the
course of any legal, arbitral, or regulatory proceeding, (c) to any
governmental authority, regulatory agency or self-regulatory organization or
(d) in connection with any investigation by AIG. 


C.    
Code of Conduct


The Employee agrees to abide by all of the
terms of the Company’s Code of Conduct or the Director, Executive Officer and
Senior Financial Officer Code of Business Conduct and Ethics that continue to
apply after termination of employment. 


D.    
Confidentiality/Company
Property


The Employee acknowledges that the
disclosure of this Agreement or any of the terms hereof could prejudice AIG and
would be detrimental to AIG’s continuing relationship with its employees. 
Accordingly, the Employee agrees not to discuss or divulge either the existence
or contents of this Agreement (except, if required, Employee many disclose the
contents of Section IX.A only, in connection with prospective employment) to
anyone other than the Employee’s immediate family, attorneys, tax and financial
advisors, governmental authorities or as may be legally required, and further
agrees to use the Employee’s best efforts to ensure that none of Employee’s
immediate family, attorneys, or tax and financial advisors  will reveal its
existence or contents to anyone else.  The Employee shall not, without the
prior written consent of AIG, use, divulge, disclose or make accessible to any
other person, firm, partnership, corporation or other entity, any “Confidential
Information” (as defined below), or any “Personal Information” (as defined
below); provided  that the Employee may disclose Confidential
Information, or Personal Information when required to do so by a court of
competent 






                                                                               


 












 





jurisdiction, by any
governmental agency having supervisory authority over the business of AIG, as
the case may be, or by any administrative body or legislative body (including a
committee thereof) with jurisdiction to order the Employee to divulge, disclose
or make accessible such information; provided, further, that 
in the event that the Employee is ordered by a court or other government agency
to disclose any Confidential Information or Personal Information, the Employee
shall (if permitted to do so by applicable law):  


(a) Promptly notify AIG of such order; 


(b)  At the written request of AIG,
diligently contest such order at the sole expense of AIG; and 


(c)  At the written request of AIG, seek
to obtain, at the sole expense of AIG, such confidential treatment as may be
available under applicable laws for any information disclosed under such order.


Nothing herein shall prevent Employee from
making or publishing any truthful statement without prior notice to the Company
to any governmental authority, regulatory agency or self-regulatory
organization, or in connection with any investigation by the Company.  


Upon the Termination Date the Employee
shall return AIG property, including, without limitation, files, records, disks
and any media containing Confidential Information or Personal Information. For
purposes of this Section IX.D: 


“Confidential Information” means an item of information or a compilation of information in
any form (tangible or intangible), related to AIG’s business that AIG has not
made public or authorized public disclosure of, and that is not generally known
to the public through proper means.  Confidential Information includes, but is
not limited to: (a) business plans and analysis, customer and prospective
customer lists, personnel, staffing and compensation information, marketing
plans and strategies, research and development data, financial data,
operational data, methods, techniques, technical data, know-how, innovations,
computer programs, un-patented inventions, and trade secrets;  and (b)
information about the business affairs of third parties (including, but not
limited to, customers and prospective customers) that such third parties
provide to Company in confidence.


“Personal Information” shall mean
any information concerning the personal, social or business activities of the
officers or directors of the Company. 


E.    
Developments 


Developments shall be the sole and
exclusive property of AIG. The Employee agrees to, and hereby does, assign to
AIG, without any further consideration, all of the Employee’s right, title and
interest throughout the world in and to all Developments. The Employee agrees
that all such Developments that are copyrightable may constitute works made for
hire under the copyright laws of the United States and, as such, acknowledges
that AIG is the author of such Developments and owns all of the rights
comprised in the copyright of such Developments.  The Employee hereby assigns
to AIG without any further consideration all of the rights comprised in the
copyright and other proprietary rights the Employee may have in any such
Development to the extent that it might not be considered a work made for hire.
The Employee shall make and maintain adequate and current 


 






                                                                               


 












 





written records of all
Developments and shall disclose all Developments promptly, fully and in writing
to the Company promptly after development of the same, and at any time upon
request.


“Developments” shall mean all
discoveries, inventions, ideas, technology, formulas, designs, software,
programs, algorithms, products, systems, applications, processes, procedures,
methods and improvements and enhancements conceived, developed or otherwise
made or created or produced by the Employee alone or with others, and in any
way relating to the business or any proposed business of AIG of which the
Employee has been made aware, or the products or services of AIG of which the
Employee has been made aware, whether or not subject to patent, copyright or
other protection and whether or not reduced to tangible form, at any time
during the Employee’s employment with AIG.


F.     
Cooperation 


The Employee agrees (whether during or
after the Employee’s employment with AIG) that, if served with a subpoena or
order that would compel Employee to testify or respond to any regulatory
inquiry, investigation, administrative proceeding or judicial proceeding
regarding or in any way relating to the Releasees, including but not limited to
any proceeding before or investigation by the EEOC concerning Employee’s employment
with the Company, to send immediately (but in no event later than three (3)
business days after Employee has been so served or notified) a written
notification, and provide a copy of the subpoena or order, by overnight mail to
General Counsel, American International Group, Inc., 80 Pine Street, 13th
Floor, New York, New York 10005. The Employee further agrees (whether during or
after the Employee’s employment with AIG) to cooperate with AIG in connection
with any litigation or legal proceeding or investigatory or regulatory matters
in which the Employee may have relevant knowledge or information, and 


This cooperation shall include, without
limitation, the following: 


(a) To meet and confer, at a time mutually
convenient to the Employee and AIG, with AIG’s designated in-house or outside
attorneys for purposes of assisting with any litigation or legal proceeding or
any investigatory or regulatory matters, including answering questions,
explaining factual situations, preparing to testify, or appearing for
interview, deposition or trial testimony without the need for the Company to
serve a subpoena for such appearance and testimony; and


(b) To give truthful sworn statements to
AIG’s attorneys upon their request and, for purposes of any deposition or other
testimony in any litigation or legal proceeding or any investigatory or
regulatory matters, to adopt AIG’s attorneys as the Employee’s own (provided 
that there is no conflict of interest that would disqualify the attorneys from
representing the Employee), and to accept their instructions at deposition.  


The Company agrees to reimburse the Employee for
reasonable out-of-pocket expenses necessarily incurred by the Employee in
connection with the cooperation set forth in this paragraph.     


X.                
Enforcement and Clawback


If (a) at any time the Employee breaches Sections
V , IX.B, and IX.D of this Agreement; (b) within one (1) year of the
expiration of any restrictive covenant described in Sections IX.A, of
this Agreement, AIG determines that the Employee materially breached 


 






                                                                               


 












 





such restrictive covenant;
or (c) within one year of the last payment date for any Severance benefit due
under the terms of the Plan, AIG determines that grounds existed, on or prior
to the Termination Date, including prior to the Effective Date of the Plan, for
AIG to terminate the Employee’s employment for Cause, then: (x) no further
payments or benefits shall be due to the Employee under this Agreement and/or
the Plan; and (y) the Employee shall be obligated to repay to AIG, immediately
and in a cash lump sum, the amount of any Severance benefits (other than any
amounts received by the Employee under Section IV.D through F of
the Plan) previously received by the Employee under this Agreement and/or the
Plan (which shall, for the avoidance of doubt, be calculated on a pre-tax
basis); provided  that the Employee shall in all events be entitled to
receive accrued wages and expense reimbursement and accrued but unused vacation
pay as set forth in Section IV.A of the Plan.


The Employee acknowledges and agrees that
AIG’s remedies at law for a breach or threatened breach of any of the
provisions of Sections IX.A, B, D  and E  of this
Agreement would be inadequate, and, 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 in the form of specific performance, temporary restraining
order, temporary or permanent injunction or any other equitable remedy which
may then be available.  In addition, AIG shall be entitled to immediately cease
paying any amounts remaining due or providing any benefits to the Employee
pursuant to Section IV of the Plan upon a determination by the “Plan
Administrator” (as defined in the Plan) that the Employee has violated any
provision of Section IX of this Agreement, subject to payment of all
such amounts upon a final determination, by a court of competent jurisdiction,
that the Employee had not violated Section IX of this Agreement. 


XI.       Resignation From Board of
Directors


 


The Employee will resign from his/her
directorship of the Company and each of its subsidiaries and affiliates (and
all other directorships, offices, and trusteeships, held in connection with
his/her employment) by signing, dating and returning a letter in the form
attached to this Agreement at Schedule 1 to Annette Bernstein, American
International Group, Inc., 80 Pine Street, Floor 13, New York, NY 10005 and
undertakes to execute all further documents and do such further things as are
necessary in order to give full effect to such resignations. The Employee
acknowledges and agrees that the Severance benefit set forth in Section II and
the Supplemental Health & Life Payment set forth in Section IV of this Agreement
is contingent upon Employee executing and returning such resignation letter.


 


XII.     Inquiries From Prospective
Employers


 


Employee agrees that Employee will direct
any inquiries from prospective employers to The Work Number, at
www.theworknumber.com, and the Company agrees that, in response to any such
inquiries, The Work Number will only provide information regarding the dates of
Employee’s employment and last job title, and shall inform the inquirer that it
is company policy to provide only that information regarding former employees. 
Employee will need to provide Employee’s Social Security Number and the AIG
Employer Code (AIG-12573) to facilitate these inquiries.


 


 









                                                                               


 












 





XIII.  General Provisions


A.    
No Waiver; Severability


A failure of the Company or any of the
Releasees to insist on strict compliance with any provision of this Agreement
shall not be deemed a waiver of such provision or any other provision hereof. 
If any provision of this Agreement is determined to be so broad as to be
unenforceable, such provision shall be interpreted to be only so broad as is
enforceable, and in the event that any provision is determined to be entirely
unenforceable, such provision shall be deemed severable, such that all other
provisions of this Agreement shall remain valid and binding upon the Employee
and the Releasees. 


B.    
Governing Law


THIS AGREEMENT SHALL BE GOVERNED BY THE
EMPLOYEE RETIREMENT INCOME SECURITY OF 1974, AS AMENDED (“ERISA”). TO THE
EXTENT ERISA AND OTHER U.S. FEDERAL LAW DOES NOT APPLY, THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE,
WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS
PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY
LAW OTHER THAN THAT OF THE STATE OF NEW YORK.  THE
EMPLOYEE CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS
IN NEW YORK.


C.    
Entire
Agreement/Counterparts


This Agreement constitutes the entire
understanding and agreement between the Company and the Employee with regard to
all matters herein.  There are no other agreements, conditions, or
representations, oral or written, express or implied, with regard thereto. 
This Agreement may be amended only in writing, signed by the parties hereto. 
This Agreement may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.  This Agreement may be returned via mail or email. 
An electronically transmitted signature shall be treated as an original
signature for all purposes.


D.    
Notice 


For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given if delivered:  (a) personally; (b)
by overnight courier service; (c) by facsimile transmission; or (d) by United
States registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses, as set forth below, or to such other address as
either party may have furnished to the other in writing in accordance herewith;
provided  that notice of change of address shall be effective only upon
receipt.  Notices shall be deemed given as follows: (x) notices sent by
personal delivery or overnight courier shall be deemed given when delivered;
(y) notices sent by facsimile transmission shall be deemed given upon the
sender’s receipt of confirmation of complete transmission; and (z) notices sent
by United States registered mail shall be deemed given two days after the date
of deposit in the United States mail. 









                                                                               


 












 





If to the Employee, to the
address as shall most currently appear on the records of the Company. 


If to the Company, to: 


American International Group, Inc.

80 Pine Street, 13th Floor

New York, NY 10005 

Fax: 877-481-4969

Attn: Chief HR/Employment Counsel


 


 


IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement. 


 


EMPLOYEE


 


By:   ______________________________

Name:                  Date:

Title:


 


AMERICAN INTERNATIONAL GROUP, INC.


 


By:   ______________________________