_









 








Exhibit 10(4)






 


 


American International
Group, Inc.


   2013 Long
Term Incentive Plan   


 


 


1.          
 Purpose; Definitions


This American International
Group, Inc. 2013 Long Term Incentive Plan (this “Plan”), as
amended September 9, 2014, 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. 2010 Stock Incentive Plan (as
amended from time to time or any successor stock incentive plan, including the
American International Group, Inc. 2013 Omnibus Incentive Plan, the “SIP”),
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 SIP.


2.          
 Performance
Period


This Plan will operate for
successive overlapping three-year performance periods (each, a “Performance
Period”) beginning on January 1 of each year.  The first Performance
Period will be from January 1, 2013 through December 31, 2015.  Each
Performance Period will be for successive three calendar-year periods until the
Plan is terminated by the Compensation and Management Resources Committee
(including any successor, the “Committee”) of the Board of
Directors of AIG (the “Board”). 


3.          
 Awards and Participants


A.          
Performance Share Units.  Awards issued under this Plan (“Awards”)
consist of performance share units (“PSUs”) providing holders
with the opportunity to earn shares of Common Stock (“Shares”)
based on achievement of performance criteria during the Performance Period. 
PSUs will be subject to the terms and conditions of this Plan and the SIP and
will be issued only to the extent permissible under relevant laws, regulatory
restrictions and agreements applicable to the Company, and 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 of PSUs awarded to each
Participant for a Performance Period.  No Award of PSUs to a Participant for a
Performance Period shall in any way obligate the Committee to (or imply 







 


















 








that the Committee will) provide a similar Award (or any
Award) to the Participant for any future Performance Period.


C.          
Status of PSUs.   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) as
provided in Section 5.E.  Until such delivery, a holder of PSUs will have only
the rights of a general unsecured creditor and no rights as a shareholder of
AIG.


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 SIP 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 Criteria


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 “Weighting,” “Threshold,”
“Target”  and “Maximum.” 


5.          
 PSUs Awards


A.          
Performance Awards.  A Participant’s award agreement will set
forth a PSU award opportunity, which will cover such target number of PSUs as
determined by the Committee (the “Target PSUs”).   


B.          
Performance Results.  At the end of the Performance Period,
the Committee will assess performance against each Performance Measure and
determine the Earned Percentage 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

  	
  150%

  












2




 


















 








The Earned Percentage for
performance between Threshold and Target and between Target and Maximum will be
determined on a straight-line basis.  For the avoidance of doubt, the Committee
retains discretion to reduce any Earned PSU Award to zero.


C.          
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:  




	
  PSUs
  earned for a Performance Measure

  	
  =

  	
  Target
  PSUs

  	
  x

  	
  Earned
  Percentage

  	
  x

  	
  Weighting
  of Performance Measure

  







 


D.          
Vesting of Earned PSUs.  Except as provided in Section 6, and
subject to the other terms and conditions of this Plan and the applicable award
agreement, Earned PSUs or a portion shall vest in three equal annual
installments on January 1 of the year immediately following the end of the
Performance Period and January 1 of each of the next two years (each, a “Scheduled
Vesting Date”).   


E.          
Delivery of Earned PSUs.  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, or portion thereof, as promptly as administratively
practicable following the applicable Scheduled Vesting Date, provided that
any delivery following the first Scheduled Vesting Date for a given Award of
Earned PSUs shall be made as promptly as administratively practicable following
the determination of Earned PSUs by the Committee, but no later than April 30th
after such first Scheduled Vesting Date and delivery following the subsequent
Scheduled Vesting Dates shall be made within 30 days 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.  


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


A.          
Termination Generally.  Except as otherwise provided in this
Section 6, if a Participant’s Employment is Terminated for any reason,
then any unvested Awards, or parts thereof, shall immediately terminate and be
forfeited.


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







3




 


















 








immediately vest and the Shares (or cash) corresponding to
the Earned PSUs (based on the performance for the whole Performance Period)
will be delivered to the Participant on the dates specified in Section 5.E that
such Award would otherwise have been delivered if the Participant had continued
to remain Employed.  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.          
Qualifying Resignation.  Subject to Section 6.G, in the case
of a Participant’s Qualifying Resignation after the first year of a Performance
Period, the Participant’s Award will immediately vest and the Shares (or cash)
corresponding to the Earned PSUs (based on the performance for the whole
Performance Period) will be delivered to the Participant on the dates specified
in Section 5.E that such Award would otherwise have been delivered if the
Participant had continued to remain Employed.  For the avoidance of doubt, in
the case of a Participant’s Qualifying Resignation during the first year of a
Performance Period, the Participant’s Award shall immediately terminate and be
forfeited.


D.          
Death.  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 5.B, the Participant’s
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.  In the case
of a Participant’s death following the Committee’s adjudication of performance
for a Performance Period under Section 5.B, the Participant’s 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.


E.          
Change in Control.  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
vested amounts 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.


 







4




 


















 








F.          
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. 


G.          
Release of Claims.  In the case of a Participant’s
involuntary Termination without Cause, Qualifying Resignation or Retirement,
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 C&B 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 a Qualifying
Resignation, non-competition for twelve (12) months following the Termination,
in each case as a condition to receiving delivery of any Shares (or cash) under
any Awards.  The 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
a delivery of Shares (or cash) with respect to the Earned PSUs is scheduled to
be delivered pursuant to Section 4.D, and in the case of a Participant’s
Qualifying Resignation, within 90 days following the Qualifying Resignation; provided
that if the release is executed after such time, 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 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.


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 







5




 


















 








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 C&B
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 the performance criteria established pursuant to Section 4 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 Target PSUs or Earned PSUs at any time including,
for the avoidance of doubt, after the Performance Period has ended.  Notwithstanding the foregoing, the Committee’s rights and
powers to amend the Plan shall be delegated to the Senior C&B Executive who
shall have the right to 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 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 Committee, unless such amendment is
approved or ratified by the Committee.


E.          
No Liability.  No member of the Board of Directors of AIG 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 







6




 


















 








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, (x) the amount thereof eligible in
one taxable year shall not affect the amount eligible in any other taxable
year; (y) 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 (z) 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 (i) the AIG Clawback
Policy, as in effect from time to time and (ii) 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) under this
Plan is conditioned on a Participant’s satisfaction of any applicable
withholding taxes in accordance with Section 3.2 of the American International
Group, Inc. 2010 Stock Incentive 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.


 







7




 


















 








D.          
No Effect on Benefits.  Grants 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.


 







8




 


















 








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 Committeeat 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 







9




 


















 








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.  
Subject to Any AIG Section 162(m) Plan.  AIG may, in any
year, propose a Section 162(m) compliant performance incentive award plan (the
“AIG Section 162(m) Plan”).  If an AIG Section 162(m) Plan is
proposed and approved by AIG stockholders in accordance with Section
162(m)(4)(C) of the Code and Treasury Regulation Section 1.162‐27(e)(4),
this Plan will function as a sub-plan under the AIG Section 162(m) Plan,
whereby performance compensation amounts payable under the AIG Section 162(m)
Plan can be paid in part by accruing awards with respect to a Performance
Period.


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 (a) qualify for
favorable United States or foreign tax treatment or (b) 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 C&B 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 AIG 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 







10




 


















 








maintained by a Participant
must first be submitted to the Committee in accordance with claims procedures
determined by the Committee.  


 


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.


 







11




 


















 








10.       
 Term of Plan


This Plan
will continue until suspended or terminated by the Committee in its sole
discretion.  Any termination of this Plan will be done in a manner that the
Committee determines complies with Section 409A.  
















12




 


















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
C&B Executive, with respect to any other Participant, in each case, in its
or his or her sole discretion.  The Committee or Senior C&B 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, 2013, 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, 2013, 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.


            “Qualifying
Resignation”  for a Participant means voluntary Termination
initiated by the Participant (while such Participant is in good standing with
the Company), that would not otherwise satisfy the definition of Retirement
below, after attainment of age plus years of service equal to 60; provided
that such Termination occurs on or after age 50 with at least five years of
service.


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







14




 


















 








and the 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.


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
















15




 


















Annex B








Form of Release Referred to in Section 6.G 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, 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 that Employee has not filed any complaint, charge,
claim or proceeding, if any, against any of the Released Parties before any
local, state or federal agency, court or other body (each individually a “Proceeding”). 
Employee represents that Employee is not aware of any basis on which such a
Proceeding could reasonably be instituted.


(3)          
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],
and 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 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]











17