Exhibit 10.49


AMERICAN
INTERNATIONAL GROUP, INC.


LONG TERM INCENTIVE PLAN


LTI AWARD AGREEMENT


1.         Status of Award; Defined Terms.  American International
Group, Inc. (“AIG”) has awarded you [performance share
units]  [restricted stock units] [and]  [stock
options] (the “Award”) pursuant to the AIG Long Term
Incentive Plan (the “Plan”).  This award agreement (“Award   Agreement”), which sets forth the
terms and conditions of your Award, is made pursuant to the Plan and this Award
and Award Agreement are subject to the terms of the Plan.  Capitalized terms
not defined in this Award Agreement have the meanings ascribed to them in the
Plan.


2.         Award.   


[(a) Award of PSUs.  


(i) AIG hereby awards you the number of performance share units (“PSUs”)
specified in Schedule A (the “Target PSUs”).  You are also
entitled to receive dividend equivalent rights in the form of additional PSUs
in accordance with the Plan.  Each PSU 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) in accordance with
the Plan.  


(ii) The actual number of PSUs that will be earned is subject to
the Committee’s assessment of achievement based on the Performance Measures
established for the Performance Period.


(iii) After the end of the Performance Period, the Committee will
determine the percentage of your Target PSUs that will be earned (such earned
PSUs, the “Earned PSUs”).  The number of Shares covered by your
Earned PSUs may range from 0% to 200% of your Target PSUs.  Your Earned PSUs,
if any, will vest and be paid in accordance with the schedule specified in Schedule
A, 
subject to earlier vesting, forfeiture or termination as provided in accordance
with the Plan.
On any payment date, the number of Shares to be issued under this Award
Agreement shall be rounded down to the nearest whole Share.] 


[(a)][(b)] [Award of RSUs.   AIG hereby awards you the number of
restricted stock units (“RSUs”) specified in Schedule A. 
You are also entitled to receive dividend equivalent rights in the form of
additional RSUs in accordance with the Plan.  Each 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) in
accordance with the Plan.  Until such delivery, you have only the rights of a
general unsecured creditor, and no rights as a shareholder, of AIG.  You will
earn the RSUs subject to your continued Employment throughout the Performance
Period.  Your RSUs will vest and be paid in accordance with the schedule
specified in Schedule 


 




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A, subject to earlier
vesting, forfeiture or termination as provided in accordance with the Plan.  On any payment date,
the number of Shares to be issued under this Award Agreement shall be rounded
down to the nearest whole Share.] 


[(a)][(b)(c)] [Award of Stock Options.   AIG hereby awards you the
number of [time-vesting] [and]  [performance-vesting] 
stock options (“Options”) specified in Schedule A.   Each Option represents a
right to purchase one share of Common Stock of AIG, subject to the terms and
conditions set forth in the Award Agreement and the Plan. The Options are
subject to the [time-] [and] [performance-]  vesting
and expiration terms specified in Schedule A, subject to earlier
vesting, forfeiture or termination as provided in accordance with the Plan.


3.         Non-Disclosure .  During the term of your Employment, the
Company has permitted and will continue to permit you to have access to and
become acquainted with information of a confidential, proprietary and/or trade
secret nature.  Subject to and in addition to any confidentiality or
non-disclosure requirements to which you were subject prior to the date you
electronically consent to or execute this Award Agreement, during your
Employment and any time thereafter, you agree that (i) all confidential,
proprietary and/or trade secret information received, obtained or possessed at
any time by you concerning or relating to the business, financial, operational,
marketing, economic, accounting, tax or other affairs at the Company or any
client, customer, agent or supplier or prospective client, customer, agent or
supplier of the Company will be treated by you in the strictest confidence and
will not be disclosed or used by you in any manner other than in connection
with the discharge of your job responsibilities without the prior written
consent of the Company or unless required by law, and (ii) you will not remove
or destroy any confidential, proprietary and/or trade secret information and
will return any such information in your possession, custody or control at the
end of your Employment (or earlier if so requested by the Company).  Nothing herein shall
prevent you from making or publishing any truthful statement (a) when required
by law, subpoena or court order, or at the request of an administrative agency
or legislature, (b) in the course of any legal, arbitral, administrative,
legislative or regulatory proceeding, (c) to any governmental authority,
regulatory agency or self-regulatory organization, (d) in connection with any
investigation by the Company, or (e) where a prohibition or limitation on such
communication is unlawful.


             Nothing in this Award
Agreement or any AIG policy prohibits or restricts you from communicating with
or responding to any inquiry by the Securities and Exchange Commission, law
enforcement, the Equal Employment Opportunity Commission [IF EMPLOYEE IS IN
NEW YORK:, the New York State Division of Human Rights, the New York City
Commission on Civil Rights or any other local commission on human rights, an
attorney retained by you], or any other local, state, or federal governmental
or regulatory authority, or any self-regulatory organization, provided that AIG
does not waive any attorney-client privilege over any information provided by
you that is appropriately covered by such privilege.


4.         Non-Solicitation.   Your Employment with the
Company requires exposure to and use of confidential, proprietary and/or trade
secret information (as set


 




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forth in the above
Paragraph).  Subject to and in addition to any non-solicitation requirements to
which you were subject prior to the date you electronically consent to or
execute this Award Agreement, you agree that (i) during your Employment with
the Company and any time thereafter, you will not, directly or indirectly, on
your own behalf or on behalf of any other person or entity, solicit, contact,
call upon, communicate with or attempt to communicate with any customer or
client or prospective customer or client of the Company where to do so would
require the use or disclosure of confidential, proprietary and/or trade secret
information, and (ii) during your Employment with the Company and for a period
of one (1) year after Employment Terminates for any reason, you will 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 the Company to terminate his or her Employment or other
relationship with the Company or to leave its employ or other relationship with
the Company for any engagement in any capacity or any other person or entity.


[ALL OR A PORTION OF SECTION 5 TO BE INSERTED AT
THE DISCRETION OF THE COMMITTEE OR ITS DELEGATE]


5.         Non-Disparagement.   You agree that during and
after your Employment with the Company, you will not make disparaging comments
about AIG or any of its subsidiaries or affiliates or any of their officers,
directors or employees to any person or entity not affiliated with the
Company.  Nothing
in this Agreement shall prevent you from making or publishing any truthful
statement (a) when required by law, subpoena or court order, or at the request
of an administrative agency or legislature (b) in the course of any legal,
arbitral. administrative, legislative or regulatory proceeding, (c) to any
governmental authority, regulatory agency or self-regulatory organization, (d)
in connection with any investigation by the Company, or (e) where a prohibition
or limitation on such communication is unlawful. Moreover, nothing in this
Agreement will deny you the right to disclose information about unlawful acts
in the workplace, including, but not limited to, sexual harrassment.


[SECTION 6 TO BE INSERTED AT DISCRETION OF THE COMMITTEE OR ITS
DELEGATE]


6.         Notice of
Termination of Employment.  Except where local law prohibits enforcement, you agree that if you voluntarily resign you will give at least
six months’ written notice to the Company of your voluntary Termination, which may be working
notice or non-working notice at the Company’s sole discretion and which notice period is
waivable by the Company at the Company’s sole discretion.  This notice period
provision supersedes any conflicting notice period provision contained in the
award agreements governing your prior long-term incentive awards awarded under
the Plan.


[SECTION 6 TO BE INSERTED AT DISCRETION OF THE COMMITTEE OR ITS
DELEGATE]






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6.          Notice of Termination of Employment.  Except where local law
prohibits enforcement, you agree that if you
voluntarily resign you will give at least three months’ written notice to the
Company of your voluntary Termination, which may be working notice or non-working notice at the Company’s
sole discretion and which notice period is waivable by the Company at the Company’s
sole discretion.  This notice period provision supersedes any conflicting
notice period provision contained in the award agreements governing your prior
long-term incentive awards awarded under the Plan.


[SECTION 6 TO BE INSERTED AT DISCRETION OF THE COMMITTEE OR ITS
DELEGATE]


6.         Notice of
Termination of Employment.  You agree that:


1.           
 if you
voluntarily resign you will give at least three months’ written notice to the
Company of your voluntary Termination, which may be working notice or non-working notice at the Company’s
sole discretion and which notice period is waivable by the Company at the Company’s
sole discretion, except to the extent prohibited by local law; and


2.           
 if
your employment is not at-will and you or the Company is obligated to give
other advance notice of a Termination by virtue of local law, any applicable
collective bargaining agreement or your employment agreement, such notice
obligation will not be affected by this provision.  As set forth in the
Executive Severance Plan (“ESP”), any severance payment paid in
accordance with the ESP will be reduced by any payment in lieu of notice paid by the Company to you, and you will cease to have
any further entitlement to notice.  


This notice period provision supersedes any conflicting notice
period provision contained in any of the award agreements governing your prior
long-term incentive awards awarded under the Plan. 


7.         Clawback/Repayment.   Notwithstanding anything
to the contrary contained herein, in consideration of the grant of this Award,
you agree that you are a Covered Employee under the AIG Clawback Policy with
respect to this Award and any payments hereunder and, accordingly, this Award and
any payments hereunder will be subject to forfeiture and/or repayment to the
extent provided for in the AIG Clawback Policy, as in effect from time to time
if it is determined that a Covered Event (as defined in such Policy) has
occurred.  With respect to this Award and any payments hereunder, each of the
following events is a “Covered Event” for purposes of the Policy:


1.           
 a  material restatement of all or a
portion of AIG’s financial statements occurs and the Board or Committee
determines that recovery of payments under this Award is appropriate after
reviewing all relevant facts and circumstances that contributed to the
restatement, including whether you engaged in misconduct, and considering
issues of accountability;


 




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2.           
 payments
under this Award were based on materially inaccurate financial statements or on performance
metrics that are materially inaccurately determined, regardless of whether you
were responsible for the inaccuracy;


3.           
 your
failure to properly identify, assess or sufficiently raise concerns about risk,
including in a supervisory role, resulted in a material adverse impact on AIG,
any of AIG’s business units or the broader financial system;


4.           
 any
action or omission by you constituted a material violation of AIG’s risk
policies as in effect from time to time; or  


5.           
 any
action or omission by you resulted in material financial or reputational harm
to AIG.


8.         Entire Agreement.   The Plan is incorporated
herein by reference.  This Award Agreement, the Plan, the personalized
information in Schedule A, and such other documents as may be provided
to you pursuant to this Award Agreement regarding any applicable service,
performance or other vesting conditions and the size of your Award, constitute
the entire agreement and understanding of the parties hereto with respect to
the subject matter hereof and supersede all prior understandings and agreements
with respect to such subject matter.  


9.         Notices.   Any notice or communication required to be
given or delivered to the Company under the terms of this Award Agreement shall
be in writing (which may include an electronic writing) and addressed to the
Corporate Secretary of AIG at its principal corporate offices as specified in
Section 9.E of the Plan or, with respect to the acceptance of an Award, as
specified in Schedule A or the Compensation Plan Grant Acceptance
website.  Any notice required to be given or delivered to you shall be in
writing (including an electronic writing) and addressed to you at your Company
email address or your home address on file in the Company’s payroll or
personnel records.  All notices shall be deemed to have been given or delivered
upon:  personal delivery; electronic delivery or three (3) business days after
deposit in the United States mail by certified or registered mail (return
receipt requested) or one (1) business day after deposit with any return
receipt express courier (prepaid).


10.       Governing Law.   This Award Agreement 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.


11.       Signatures.  Execution of this Award
Agreement by AIG and/or you may be in the form of an electronic, manual or
similar signature, and such signature shall be treated as an original signature
for all purposes.  


IN WITNESS WHEREOF, AMERICAN INTERNATIONAL GROUP, INC. has caused this Award
Agreement to be duly executed and delivered as of the Date of Award specified
in Schedule A. 






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AMERICAN INTERNATIONAL GROUP, INC.


____________________________________


By:                                                                   



 

 






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Schedule A


● Long-Term Incentive Award


 


	
  Recipient:

  	
  ●

  	
   

  	
   

  
	
  Employee ID:

  	
  ●

  	
   

  	
   

  
	
  Date of Award Agreement:

  	
  ●

  	
   

  	
   

  






 


	
  [[PSUs] [and] [RSUs]
  Award]

  	
  Target Number

  	
  Performance Period

  	
  Vesting Terms

  	
  Payment

  
	
  [PSUs] 

  	
  [●] 

  	
  [●] 

  	
  [●] 

  	
  [●] 

  
	
  [RSUs]   

  	
  [●] 

  	
  [●] 

  	
  [●] 

  	
  [●] 

  






 


	
  [Options Award]

  	
  Number of Options

  	
  Exercise Price

  	
  Performance Period

  	
  Vesting Terms

  	
  Expiration Date

  
	
  [Time-Vesting Options] 

  	
  [●] 

  	
  [$●] 

  	
  [●] 

  	
  [●] 

  	
  [●] 

  
	
  [Performance-Vesting
  Options] 

  	
  [●] 

  	
  [$●] 

  	
  [●] 

  	
  [●] 

  	
  [●] 

  






 


[The following termination
treatment will supersede that provided in Section 6 of the Plan: ●] 
 


 


Receipt


Acknowledged:        ____________________________________            
___________


                                    Signature                                                                              Date


Address:                    ____________________________________


                                    Street


                                    ____________________________________


                                    City,                 State                   
Zip Code


 






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In order
to be eligible to receive your Award, you must agree to and either
electronically consent or sign the Award Agreement within 90 days
of the receipt of this communication.  If you do not electronically
consent to or sign the Award Agreement within 90 days, you may forfeit your
Award.   


 


[Insert
instructions]


 








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