Exhibit 10.30

      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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