Exhibit 10.48


American
International Group, Inc.


Long Term Incentive
Plan


(as amended and restated
January 22, 2020)


1.           
 Purpose;
Definitions


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


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


2.           
 Performance
Period


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


3.           
 Awards
and Participants


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


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


 




 


 












 





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


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


4.           
 Performance
Measures for PSUs; Earned PSUs


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


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


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


	
  Performance

  	
  Earned Percentage

  
	
  Performance less than Threshold

  	
  0%

  
	
  Performance at Threshold

  	
  50%

  
	
  Performance at Target

  	
  100%

  
	
  Performance at or above Maximum

  	
  200%

  






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


 




 


 












 





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




	
  PSUs
  earned for a Performance Measure

  	
  =

  	
  Target
  PSUs

  	
  x

  	
  Earned
  Percentage

  	
  x

  	
  Weighting
  of Performance Measure

  








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


5.           
 Vesting
and Delivery


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


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


C.          
 Dividend
Equivalents for PSUs and RSUs.  In respect of Awards of PSUs or RSUs, unless otherwise set forth
in the applicable award agreement, in the event that any cash dividend is
declared on Shares with a record date that occurs during the Dividend
Equivalent Period (as defined below), the Participant will receive dividend
equivalent rights in the form of additional PSUs or RSUs (or both if the
Participant’s Award consists of both PSUs and RSUs) (the “Dividend
Equivalent Units”) at the time such dividend is paid to AIG’s
shareholders.  The number of Dividend Equivalent Units that the Participant
will receive at any such time will be equal to (1) the cash dividend amount per
Share times  (2) the number of PSUs and RSUs covered by the Participant’s
Award (and, unless otherwise determined by AIG, any Dividend Equivalent Units
previously credited under the Participant’s Award) that have not been
previously settled through the delivery of Shares (or cash) prior to, such
date, divided by the Fair Market Value of one Share on the applicable dividend
record date.  Each Dividend Equivalent Unit will constitute an unfunded and
unsecured promise of AIG to deliver (or cause to be delivered) one Share (or,
at the election of AIG, cash equal to the Fair Market Value thereof) in
accordance with the Plan, and will vest and be settled or paid at the same
time, and subject to the same terms and conditions (including, for PSUs,
increase or decrease based on achievement of performance criteria in accordance
with Section 4 above), as the PSUs and RSUs on which such Dividend Equivalent
Unit was accrued.  “Dividend Equivalent Period” means the period
commencing on the date on which PSUs or RSUs


 




 


 












 





were awarded to the
Participant and ending on the last day on which Shares (or cash) are delivered
to the Participant with respect to the Earned PSUs or RSUs.    


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


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


Except as otherwise provided in the applicable award agreement:


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


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


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


(2)         
 (i)
any vested Options will remain exercisable following the date of Termination,
Retirement or Disability, as applicable, as set forth in the applicable award
agreement, (ii) any unvested time-vesting Options will be deemed to have
attained their respective time-vesting requirements and remain exercisable as set
forth in the applicable award agreement, and (iii) any unvested
performance-vesting Options will (a) be deemed to have attained their
respective time-vesting requirements, if any, (b) to the extent any
performance-vesting requirements have not been achieved, continue to be
eligible to vest in accordance with their respective performance-vesting terms
and (c) be exercisable as set forth in the applicable award agreement; provided
that no Options will remain exercisable beyond the expiration date for such
Options as specified in the applicable award agreement; 


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



 

 


 




 


 












 





C.          
 Death.  


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


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


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


D.          
 Change
in Control.  


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



 

 


 




 


 












 





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


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


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


F.           
 Release
of Claims. 
In the case
of a Participant’s involuntary Termination without Cause or Retirement, as a
condition to (i) with respect to Options, the vesting of any Options pursuant
to this Plan or the applicable award agreement, and (ii) with respect to all
other Awards, receiving delivery of any Shares (or cash) under such Awards,
following such event, the Company will require the Participant to execute a
release substantially in the form attached as Annex B (the “Release”),
subject to any provisions that the Senior HR Attorney and the Senior Compensation
Executive or their designee(s) may amend or add to the release in order to
impose restrictive covenants requiring (x) confidentiality of information,
non-disparagement and non-solicitation of Company employees for 12 months
following the Termination, and (y) in the case of an involuntary Termination
without Cause of any Participant who is eligible to participate in the American
International Group, Inc. 2012 Executive Severance Plan (as may be amended from
time to time, and together with any successor plan, the “ESP”),
or Retirement, non-competition for such periods as are generally specified herein. 
The Release for any Participant who is eligible to participate in the ESP shall
be in the form of the release required by the ESP at the time of the
Termination (including any non-competition covenants), modified to cover the
vesting of any Options and payment of any Shares (or cash) under any other
Awards under this Plan as a result of the Participant’s involuntary Termination
without Cause.  Effective for Retirements on or after 


 




 


 












 





December 1, 2015, the
Release will require non-competition for no less than six (6) months following
the Retirement in order for the Participant to (i) with respect to Options,
vest in any Options, and (ii), with respect to all other Awards, receive any
Shares (or cash) under such Awards.  The Release or the ESP form of release
must be executed by the Participant and become irrevocable, in the case of a
Participant’s involuntary Termination without Cause, or Retirement, prior to or
during the calendar year of the date on which (i) with respect to Options, such
Options vest, and (ii) with respect to all other Awards, a delivery of Shares
(or cash) with respect to the Award is scheduled to be delivered pursuant to
Section 5.B; provided that if the Release is executed after such time,
(i) with respect to Options, any Options that would have vested during such
period will be forfeited, and (ii) with respect to all other Awards, the
delivery of Shares (or cash) with respect to such calendar year will be
forfeited; provided, further, that if the local laws of a country
or non-U.S. jurisdiction in which Participant performs services render invalid
or unenforceable all or a portion of the Release (subject to additional
provisions as described above), the Senior HR Attorney and the Senior
Compensation Executive or their designee(s) shall have the discretion to create
a release that incorporates as much of the Release as possible while also
complying with such local laws.


7.           
 Administration
of this Plan


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


B.          
 Non-Uniform
Determinations.  The Committee’s determinations under this Plan need not be
uniform and may be made by it selectively with respect to persons who receive,
or are eligible to receive, Awards (whether or not such persons are similarly
situated).  Without limiting the generality of the foregoing, the Committee
will be entitled, among other things, to make non-uniform and selective
determinations as to the persons to become Participants.


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


 




 


 












 





D.          
 Amendments.  The Committee will have
the power to amend this Plan and any Performance Measures established pursuant
to Section 4.B in any manner and at any time, including in a manner adverse to
the rights of the Participants. The Committee shall also


have the power, in its
sole discretion, to reduce the amount of any RSUs, Target PSUs, Earned PSUs or
Options at any time including, for the avoidance of doubt, after the relevant
Performance Period has ended.  Notwithstanding the foregoing, the Committee’s
rights and powers to amend the Plan shall be delegated to the Senior
Compensation Executive who shall have the right to amend the Plan with respect
to (1) amendments required by relevant law, regulation or ruling, (2)
amendments that are not expected to have a material financial impact on the
Company, (3) amendments that can reasonably be characterized as technical or
ministerial in nature, or (4) amendments that have previously been approved in
concept by the Committee. Notwithstanding the foregoing delegation, the Senior
Compensation Executive shall not have the power to make an amendment to the
Plan that could reasonably be expected to result in a termination of the Plan
or a change in the structure or the powers, duties or responsibilities of the
Committee, unless such amendment is approved or ratified by the Committee.


E.          
 No
Liability. 
No member of the Board of Directors of AIG (the “Board”) or any
employee of the Company performing services with respect to the Plan (each, a “Covered
Person”) will have any liability to any person (including any
Participant) for any action taken or omitted to be taken or any determination
made, in each case, in good faith with respect to this Plan or any
Participant’s participation in it.  Each Covered Person will be indemnified and
held harmless by the Company against and from any loss, cost, liability, or
expense (including attorneys’ fees) that may be imposed upon or incurred by
such Covered Person in connection with or resulting from any action, suit or
proceeding to which such Covered Person may be a party or in which such Covered
Person may be involved by reason of any action taken or omitted to be taken
under this Plan and against and from any and all amounts paid or Shares
delivered by such Covered Person, with the Company’s approval, in settlement
thereof, or paid or delivered by such Covered Person in satisfaction of any
judgment in any such action, suit or proceeding against such Covered Person, provided 
that  the Company will have the right, at its own expense, to assume and
defend any such action, suit or proceeding and, once the Company gives notice
of its intent to assume the defense, the Company will have sole control over
such defense with counsel of the Company’s choice.  To the extent any taxable
expense reimbursement under this paragraph is subject to Section 409A, (1) the
amount thereof eligible in one taxable year shall not affect the amount
eligible in any other taxable year; (2) in no event shall any expenses be
reimbursed after the last day of the taxable year following the taxable year in
which the Covered Person incurred such expenses; and (3) in no event shall any
right to reimbursement be subject to liquidation or exchange for another
benefit.  The foregoing right of indemnification will not be available to a
Covered Person to the extent that a court of competent jurisdiction in a final
judgment or other final adjudication, in either case, not subject to further
appeal, determines that the acts or omissions of such Covered Person giving
rise to the indemnification claim resulted from such Covered Person’s bad
faith, fraud or willful misconduct.  The foregoing right of indemnification
will not be exclusive of any other rights of indemnification to which Covered
Persons may be entitled under AIG’s Amended and Restated Certificate of
Incorporation or Bylaws, as a matter of law, or otherwise, or any other power
that the Company may have to indemnify such persons or hold them harmless.


 




 


 












 





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


8.           
 General
Rules


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


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


C.          
 No
Rights to Other Payments.  The provisions of this Plan provide no right or eligibility to
a Participant to any other payouts from AIG or its subsidiaries under any other
alternative plans, schemes, arrangements or contracts AIG may have with any
employee or group of employees of AIG or its subsidiaries.


D.          
 No
Effect on Benefits.  Grants or the exercise of any Awards and the delivery of Shares
(or cash) under this Plan will constitute a special discretionary incentive
payment to the Participants and will not be required to be taken into account
in computing the amount of salary or compensation of the Participants for the
purpose of determining any contributions to or any benefits under any pension,
retirement, profit-sharing, bonus, life insurance, severance or other benefit
plan of AIG or any of its subsidiaries or under any agreement with the Participant,
unless AIG or the subsidiary with which the Participant is Employed
specifically provides otherwise.


E.          
 Section
409A.  


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


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


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



 

 


 




 


 












 





F.   
 Severability.  If any of the
provisions of this Plan is finally held to be invalid, illegal or unenforceable
(whether in whole or in part), such provision will be deemed modified to the
extent, but only to the extent, of such invalidity, illegality or
unenforceability and the remaining provisions will not be affected thereby; provided 
that  if any of such provisions is finally held to be invalid, illegal,
or unenforceable because it exceeds the maximum scope determined to be
acceptable to permit such provision to be enforceable, such provision will be
deemed to be modified to the minimum extent necessary to modify such scope in
order to make such provision enforceable hereunder. 


G.    Entire Agreement.  This Plan contains the
entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations and warranties between them, whether written or
oral with respect to the subject matter hereof.  


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


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


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


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


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


 




 


 












 





M.  
 Consent.  If the Committee at any
time determines that any consent (as hereinafter defined) is necessary or
desirable as a condition of, or in connection with, the granting of any Award
or the delivery of any Shares under this Plan, or the taking of any other
action thereunder (each such action, a “plan action”), then such
plan action will not be taken, in whole or in part, unless and until such
consent will have been effected or obtained to the full satisfaction of the
Committee; provided  that  if such consent has not been so effected
or obtained as of the latest date provided by this Plan for payment of such
amount or delivery and further delay is not permitted in accordance with the
requirements of Section 409A, such amount will be forfeited and terminate
notwithstanding any prior earning or vesting.  


The term “consent”
as used in this paragraph with respect to any plan action includes (1) any
and all listings, registrations or qualifications in respect thereof upon any
securities exchange or under any federal, state, or local law, or law, rule or
regulation of a jurisdiction outside the United States, (2) any other matter,
which the Committee may deem necessary or desirable to comply with the terms of
any such listing, registration or qualification or to obtain an exemption from
the requirement that any such listing, qualification or registration be made,
(3) any and all other consents, clearances and approvals in respect of a
plan action by any governmental or other regulatory body or any stock exchange
or self-regulatory agency and (4) any and all consents required by the
Committee.


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



  


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


9.           
 Disputes


A.    Governing Law.  This Plan will be
governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws.  The Plan shall also be subject
to all applicable non-U.S. laws as to Participants located outside of the United States.  In the event that any provision of this Plan is not permitted by the local
laws of a country or jurisdiction in which a Participant performs services,
such local law shall supersede that provision of this Plan with respect to that
Participant.   The benefits to which a Participant would otherwise be entitled
under this Plan may be adjusted or limited to the extent that the Senior HR Attorney
and the Senior Compensation Executive or their designee(s) determine is
necessary or appropriate in light of applicable law or local practice.


B. 
Arbitration. 
 Subject to the provisions of this Section 9, any
dispute, controversy or claim between the Company and a Participant, arising
out of or relating to or concerning this Plan or any Award, will be finally
settled by arbitration. Participants who are subject to an 




 


 












 





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


C.              
 Jurisdiction.  The Company and each
Participant hereby irrevocably submit to the exclusive jurisdiction of a state
or federal court of appropriate jurisdiction located in the Borough of
Manhattan, the City of New York over any suit, action or proceeding arising out
of or relating to or concerning this Plan or any Award that is not otherwise
arbitrated or resolved according to Section 9.B.  The Company and each
Participant acknowledge that the forum designated by this section has a
reasonable relation to this Plan and to such Participant’s relationship with
the Company, that the agreement as to forum is independent of the law that may
be applied in the action, suit or proceeding and that such forum shall apply
even if the forum may under applicable law choose to apply non-forum law.


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


E.    Service of Process.  Each Participant
irrevocably appoints the Secretary of AIG at 80 Pine Street,
New York, New York 10005, U.S.A. as his or her agent for service of
process in connection with any action, suit or proceeding arising out of or
relating to or concerning this Plan or any Award that is not otherwise
arbitrated or resolved according to Section 9.B.  The Secretary will
promptly advise the Participant of any such service of process.



 

 


 




 


 












 





F.   
 Confidentiality.  Each Participant must
keep confidential any information concerning any grant or Award made under this
Plan and any dispute, controversy or claim relating to this Plan, except that
(i) a Participant may disclose information concerning a dispute or claim to the
court that is considering such dispute or to such Participant’s legal counsel (provided 
that  such counsel agrees not to disclose any such information other than
as necessary to the prosecution or defense of the dispute) or (ii) a
Participant may disclose information regarding an Award to the Participant’s
personal lawyer or tax accountant, provided  that  such individuals
agree to keep the information confidential.  Nothing herein shall prevent the
Participant from making or publishing any truthful statement (1) when required
by law, subpoena, court order, or at the request of an administrative or
regulatory agency or legislature, (2) in the course of any legal, arbitral, administrative,
legislative or or regulatory proceeding, (3) to any governmental authority,
administrative or regulatory agency, 


legislative body, or
self-regulatory organization, (4) in connection with any investigation by the
Company, or (5)
where a prohibition or limitation on such communication is unlawful; provided, however, that
with respect to the subject matter of this Section 9(F), the terms of a
Participant’s award agreement shall govern.    


10.        
 Term
of Plan


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


 







 







 


 












 





Annex A


Glossary of Terms


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


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


(1)  individuals who, on January 1, 2017, 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 January 1, 2017, whose election or nomination
for election was approved by a vote of at least two-thirds of the Incumbent
Directors then on the Board (either by a specific vote or by approval of AIG’s
proxy statement in which such person is named as a nominee for director,
without written objection to such nomination) shall be an Incumbent Director;
provided, however, that no individual initially elected or nominated as a
director of AIG as a result of an actual or threatened election contest with
respect to directors or as a result of any other actual or threatened
solicitation of proxies or consents by or on behalf of any person other than
the Board shall be deemed to be an Incumbent Director; 


(2)  Any “person” (as such term is defined in Section 3(a)(9)
of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the
Exchange Act), is or becomes a “beneficial owner” (as defined in Rule 13d‐3
under the Exchange Act), directly or indirectly, of securities of AIG
representing 50% or more of the combined voting power of AIG’s then outstanding
securities eligible 




 


 












 





to vote for the election of the
Board (“AIG Voting Securities”); provided, however, that the
event described in this paragraph (2) shall not be deemed to be a Change
in Control by virtue of an acquisition of AIG Voting
Securities:  (A) by AIG or any subsidiary of AIG (B) by any
employee benefit plan (or related trust) sponsored or maintained by AIG or any
subsidiary of AIG or (C) by any underwriter temporarily holding securities
pursuant to an offering of such securities;


(3)  The consummation of a merger, consolidation, statutory share
exchange or similar form of corporate transaction involving AIG (a “Business
Combination”) that results in any person (other than the United States
Department of Treasury) becoming the beneficial owner, directly or indirectly,
of 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 or substantially all of
AIG’s assets (other than to an affiliate of AIG); or


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


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


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


            “Employed”
and “Employment” means (a) actively performing services for the
Company, (b) being on a Company-approved leave of absence, whether 




 


 












 





paid or unpaid, or (c) receiving long term disability
benefits, in each case while in good standing with the Company.


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


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


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


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





 







 


 












 





Annex B


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


NOT personalized to each Participant.


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


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


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


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


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


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


(e)         
 For purposes of this Section 2, a “Competitive Business” means, as





-












 





of any date, including during the Restricted Period,
any person or entity (including any joint venture, partnership, firm,
corporation or limited liability company) that engages in or proposes to engage
in the following activities in any geographical area in which AIG does such
business:


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


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


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


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


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


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


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


(5)         
 [Upon the signing of this Release by Employee, Employee
understands that Employee shall have a period of seven (7) days following
Employee’s signing of this Release in which Employee may revoke this Release.
Employee understands that this Release shall not become effective or enforceable
until this seven (7) day revocation period has expired, and that neither the
Released Parties nor any other person has any obligation [pursuant to the
American International Group, Inc. 2013 Long Term Incentive Plan] until eight
(8) days have passed since Employee’s signing of 




 


­












 





this
Release without Employee having revoked this Release. If Employee revokes this
Release, Employee will be deemed not to have accepted the terms of this
Release.]


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


                                                                                                                                                   

DATE                                                                         [Employee]


 








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