Exhibit 10.34

    

   

  

     

      

    
     

     

    Appendix B  American International Group, Inc. 2021 Omnibus Incentive Plan

     

    Appendix B 

    
       

    

    AMERICAN INTERNATIONAL GROUP, INC.

     

    2021 OMNIBUS INCENTIVE PLAN

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    	2021 Proxy Statement		B-1


    
       

    

    
      

         

    

    Appendix B 
        American International Group, Inc. 2021 Omnibus Incentive Plan

     

    
       

    

    AMERICAN INTERNATIONAL GROUP, INC.

        2021 OMNIBUS INCENTIVE PLAN

     

    ARTICLE I

        GENERAL

     

    	1.1	Purpose	B-3
	1.2	Definitions	B-3
	1.3	Administration	B-5
	1.4	Persons Eligible for Awards	B-6
	1.5	Types of Awards	B-6
	1.6	Shares of Common Stock Available for
                Stock-Based Awards	B-6


     

    ARTICLE II

        AWARDS UNDER THE PLAN

     

    	2.1	Agreements Evidencing Awards	B-7
	2.2	No Rights as a Shareholder	B-7
	2.3	Options	B-8
	2.4	Stock Appreciation Rights	B-9
	2.5	Restricted Shares	B-9
	2.6	Restricted Stock Units	B-10
	2.7	Other Stock-Based Awards	B-10
	2.8	Cash-Based Awards	B-10
	2.9	Dividend Equivalent Rights	B-10
	2.10	Related Option Transactions	B-10
	2.11	Change in Control Provisions	B-10
	2.12	Minimum Vesting	B-11


     

    ARTICLE III

        MISCELLANEOUS

     

    	3.1	Amendment of the Plan	B-11
	3.2	Tax Withholding	B-11
	3.3	Required Consents and Legends	B-12
	3.4	Clawback	B-12
	3.5	Right of Offset	B-12
	3.6	Nonassignability; No Hedging	B-12
	3.7	Successor Entity	B-12
	3.8	Right of Discharge Reserved	B-13
	3.9	Nature of Payments	B-13
	3.10	Non-Uniform Determinations	B-13
	3.11	Other Payments or Awards	B-13
	3.12	Plan Headings	B-13
	3.13	Termination of Plan	B-13
	3.14	Section 409A	B-13
	3.15	Governing Law	B-14
	3.16	Severability; Entire Agreement	B-14
	3.17	Waiver of Claims	B-14
	3.18	No Liability With Respect to Tax
                Qualification or Adverse Tax Treatment	B-15
	3.19	No Third Party Beneficiaries	B-15
	3.20	Successors and Assigns of AIG	B-15
	3.21	Date of Adoption and Approval of
                Shareholders	B-15


     

    	B-2	 	2021 Proxy Statement


    
       

    

    
      

         

    

    Appendix B  American International Group, Inc. 2021 Omnibus Incentive Plan

     

    
       

    

    AMERICAN INTERNATIONAL GROUP, INC.

        2021 OMNIBUS INCENTIVE PLAN

     

    ARTICLE I

     

    GENERAL

     

    1.1 Purpose. The purpose of the American International Group, Inc. 2021 Omnibus
        Incentive Plan is (1) to attract, retain and motivate officers, directors and key employees of the Company (as defined below), compensate them for their contributions to the Company and encourage them to acquire a proprietary interest in the
        Company, (2) to align the interests of officers, directors and key employees with those of shareholders of the Company and (3) to assist the Company in ensuring that its compensation program does not provide incentives to take imprudent risks.

     

    This 2021 Omnibus Incentive Plan replaces the American International Group, Inc. 2013 Omnibus Incentive Plan (as
        amended to the Effective Date, the “2013 Plan”) for Awards granted on or after the Effective Date. Awards may not be granted under the 2013 Plan beginning on the Effective Date, but this 2021 Omnibus Incentive Plan will not affect the terms
        or conditions of any stock appreciation right, restricted stock, restricted stock unit or other award made under the 2013 Plan before the Effective Date.

     

    1.2 Definitions. For purposes of this 2021 Omnibus Incentive Plan, the following
        terms have the meanings set forth below:

     

    “2013 Plan” has the meaning set forth in Section 1.1.

     

    “Acquisition Awards” has the meaning set forth in Section 1.6.2.

     

    “AIG” means American International Group, Inc. or a successor entity contemplated by Section 3.7.

     

    “Award” means an award made pursuant to the Plan.

     

    “Award Agreement” means the written or electronic document that evidences each Award and sets forth its
        terms and conditions. As determined by the Committee, an Award Agreement may be required to be executed or acknowledged by a Grantee as a condition to receiving an Award or the benefits under an Award.

     

    “Board” means the Board of Directors of AIG.

     

    “Business Combination” means a merger, consolidation, mandatory share exchange or similar form of
        corporate transaction involving AIG.

     

    “Certificate” means a stock certificate (or other appropriate document or evidence of ownership)
        representing shares of Common Stock.

     

    “Change in Control” means the occurrence of any of the following events: (a) the Incumbent Directors
        cease for any reason to constitute at least a majority of the Board, provided that any person becoming a Director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds of
        the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent
        Director; provided, however, that no individual initially elected or nominated as a Director 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; (b) 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 50% or more of the Company Voting Securities; provided, however, that the event
        described in this clause (b) shall not be deemed to be a Change in Control by virtue of an acquisition of Company Voting Securities: (i) by AIG or any subsidiary of AIG; (ii) by any employee benefit plan (or related trust) sponsored or maintained
        by AIG or any subsidiary of AIG; or (iii) by any underwriter temporarily holding securities pursuant to an offering of such

     

     

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    Appendix B 
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    securities; (c) the consummation of a Business Combination that results in any person 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; (d) the consummation of a sale of all or substantially
        all of the Company’s assets (other than to an affiliate of the Company); or (e) the approval by AIG’s shareholders of a plan of complete liquidation or dissolution of the Company.

     

    Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because (A) any person
        holds or acquires beneficial ownership of more than 50% of the Company Voting Securities as a result of a “Company share repurchase program” or other acquisition of Company Voting Securities by the Company which reduces the total number of Company
        Voting Securities outstanding; provided that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities
        beneficially owned by such person, a Change in Control shall then occur or (B) the consummation of a sale of all or substantially all (or a subset) of the assets and/or operations of the Life and Retirement business (or any similar transaction).

     

    “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto,
        and the applicable rulings and regulations thereunder.

     

    “Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 1.3,
        and, to the extent the Board determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, shall be a committee or subcommittee of the Board
        composed of two or more members, each of whom is a “non-employee director” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall be the Compensation and Management Resources Committee of the Board.

     

    “Common Stock” means the common stock of AIG, par value $2.50 per share, and any other securities or
        property issued in exchange therefor or in lieu thereof pursuant to Section 1.6.4.

     

    “Company” means AIG and its consolidated subsidiaries.

     

    “Company Voting Securities” means, as of a given date, AIG’s then outstanding securities eligible to vote
        for the election of the Board.

     

    “Consent” has the meaning set forth in Section 3.3.2.

     

    “Covered Person” has the meaning set forth in Section 1.3.3.

     

    “Director” means a member of the Board or a member of the board of directors of a consolidated subsidiary
        of AIG.

     

    “Effective Date” has the meaning set forth in Section 3.21.

     

    “Employee” means an employee of the Company.

     

    “Employment” means a Grantee’s performance of services for the Company, as an Employee, as determined by
        the Committee. The terms “employ” and “employed” will have correlative meanings.

     

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

     

    “Fair Market Value” means, with respect to a share of Common Stock (or option or stock appreciation right
        in respect of a share of Common Stock) on any day, the fair market value as determined in accordance with a valuation methodology approved by the Committee.

     

    “Grantee” means a person who receives an Award.

     

    “Incentive Stock Option” means an option to purchase shares of Common Stock that is intended to be
        designated as an “incentive stock option” within the meaning of Sections 421 and 422 of the Code, as now

     

     

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    Appendix B  American International Group, Inc. 2021 Omnibus Incentive Plan

     

    
       

    

    constituted or subsequently amended, or pursuant to a successor of the Code, and which is designated as an
        Incentive Stock Option in the applicable Award Agreement.

     

    “Incumbent Directors” means the individuals who constitute the Board on the Effective Date.

     

    “Officer” means an Employee who is an “officer” of AIG within the meaning of Rule 16a-1(f) under the
        Exchange Act.

     

    “Plan” means this American International Group, Inc. 2021 Omnibus Incentive Plan, as amended from time to
        time.

     

    “Plan Action” has the meaning set forth in Section 3.3.1.

     

    “Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that
        section, and any regulations and other administrative guidance relating thereto, in each case as they may be from time to time amended or interpreted through further administrative guidance.

     

    “Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor
        thereto, and the applicable rules and regulations thereunder.

     

    “Successor entity” has the meaning set forth in Section 3.7.

     

    1.3 Administration.

     

    1.3.1 The Committee will administer the Plan. The Committee is authorized, subject to the provisions of the
        Plan, to establish such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and interpretations and to take such action in connection with the Plan and any Award granted thereunder
        as it deems necessary or advisable. All determinations and interpretations made by the Committee will be final, binding and conclusive on all Grantees and on their legal representatives and beneficiaries. The Committee will have the authority, in
        its absolute discretion, to determine the persons who will receive Awards, the time when Awards will be granted, the terms of such Awards and the number of shares of Common Stock, if any, which will be subject to such Awards. Unless otherwise
        provided in an Award Agreement, the Committee reserves the authority, in its absolute discretion, (a) to amend any outstanding Award Agreement in any respect, whether or not the rights of the Grantee of such Award are adversely affected (but
        subject to Sections 2.3.6, 2.4.5, and 3.14.1), including, without limitation, to accelerate the time or times at which the Award becomes vested, unrestricted or may be exercised, to waive or amend any restrictions or conditions set forth in such
        Award Agreement, or to impose new restrictions and conditions, or to reflect a change in the Grantee’s circumstances or to modify, amend or adjust the terms and conditions of performance goals, and (b) to determine whether, to what extent and under
        what circumstances and method or methods (i) Awards may be (A) settled in cash, shares of Common Stock, other securities, other Awards or other property, (B) exercised or (C) canceled, forfeited or suspended, (ii) shares of Common Stock, other
        securities, other Awards or other property, and other amounts payable with respect to an Award may be deferred either automatically or at the election of the Grantee thereof or of the Committee and (iii) Awards may be settled by the Company or any
        of its designees. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan, in which case the Board will have all of the authority and
        responsibility granted to the Committee herein.

     

    1.3.2 Actions of the Committee may be taken by the vote of a majority of its members. To the extent not
        inconsistent with applicable law and applicable rules and regulations of the New York Stock Exchange, (a) the Committee may delegate any of its powers under the Plan to a subcommittee of the Committee or to one of its members, (b) the Committee may
        allocate among its members any of its administrative responsibilities and (c) notwithstanding anything to the contrary contained herein, the Committee may delegate to one or more officers of AIG designated by the Committee from time to time the
        determination of Awards (and related administrative responsibilities) to Employees who are not Officers.

     

    1.3.3 No Director or Employee exercising each such person’s responsibilities under the Plan (each such person, a
        “Covered Person”) will have any liability to any person (including any Grantee) for any action taken or

     

     

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    Appendix B 
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    omitted to be taken or any determination made in good faith with respect to the Plan or any Award. Each Covered
        Person will be indemnified and held harmless by AIG 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 the Plan or any Award Agreement and against and from any and all amounts paid by
        such Covered Person, with AIG’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person, provided that AIG will have the right, at
        its own expense, to assume and defend any such action, suit or proceeding and, once AIG gives notice of its intent to assume the defense, AIG will have sole control over such defense with counsel of AIG’s choice. To the extent any taxable expense
        reimbursement under this paragraph is subject to Section 409A, (a) the amount thereof eligible in one taxable year shall not affect the amount eligible in any other taxable year; (b) 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 (c) 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 By-laws, as a matter of law, or otherwise, or any other power that AIG may have to indemnify such persons or hold them harmless.

     

    1.4 Persons Eligible for Awards. Awards under the Plan may be made to current
        Employees or Directors or, solely with respect to their final year of service, former Employees.

     

    1.5 Types of Awards. Awards under the Plan may be cash-based or stock-based.
        Stock-based Awards may be in the form of any of the following, in each case in respect of Common Stock: (a) stock options, (b) stock appreciation rights, (c) restricted shares (including performance restricted shares), (d) restricted stock units
        (including performance restricted stock units), (e) dividend equivalent rights and (f) other equity-based or equity-related Awards (including, without limitation, the grant or offer for sale of unrestricted shares of Common Stock) that the
        Committee determines to be consistent with the purposes of the Plan and the interests of the Company. Cash-based Awards may be in the form of performance-based awards and other cash awards (including, without limitation, retainers and meeting-based
        fees) that the Committee determines to be consistent with the purposes of the Plan and the interests of the Company.

     

    1.6 Shares of Common Stock Available for Stock-Based Awards.

     

    1.6.1 Common Stock Subject to the Plan. Subject to the other provisions of this Section 1.6, the total
        number of shares of Common Stock that may be granted under the Plan is eight million, one hundred thousand (8,100,000) plus the number of authorized shares of Common Stock remaining available under the 2013 Plan as of the Effective Date and any
        additional shares that become available for issuance under the 2013 Plan in accordance with Section 1.6.2. Such shares of Common Stock may, in the discretion of the Committee, be either authorized but unissued shares or shares previously issued and
        reacquired by AIG. Solely for the purpose of determining the number of shares of Common Stock available for grant of Incentive Stock Options under the Plan, the total number of shares of Common Stock shall be eight million, one hundred thousand
        (8,100,000) without regard to the share counting provisions contained in Section 1.6.2.

     

    1.6.2 Share Counting. Each share underlying a stock option, stock appreciation right, restricted share,
        restricted stock unit and other equity-based Award or equity-related Award will count as one share of Common Stock. Shares of Common Stock subject to awards that are assumed, converted or substituted under the Plan as a result of the Company’s
        acquisition of another company (including by way of merger, combination or similar transaction) (“Acquisition Awards”) will not count against the number of shares that may be granted under the Plan. Available shares under a shareholder
        approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and do not reduce the maximum number of shares available for grant under the Plan, subject to applicable stock
        exchange requirements.

     

     

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    Appendix B  American International Group, Inc. 2021 Omnibus Incentive Plan

     

    
       

    

    Shares subject to an Award that is forfeited, expires or is settled for cash (in whole or in part), to the
        extent of such forfeiture, expiration or cash settlement shall be available for future grants of Awards under the Plan and shall be added back in the same number of shares as were deducted in respect of the grant of such Award. In addition, the
        number of shares of Common Stock underlying awards granted and outstanding under the 2013 Plan that are forfeited, expire, terminate or otherwise lapse or are settled for cash on or after the Effective Date, in whole or in part, without the
        delivery of Common Stock will be added to the number of shares available for grant under the Plan. The payment of dividend equivalent rights in cash in conjunction with any outstanding Awards shall not be counted against the shares available for
        issuance under the Plan.

     

    In no event shall the following shares of Common Stock become available for issuance in connection with Awards
        issued under the Plan: (i) shares of Common Stock tendered or withheld as payment of the exercise price of an option; (b) shares of Common Stock tendered or withheld as payment of withholding taxes with respect to an Award; (c) any shares of Common
        Stock reserved for issuance under a stock appreciation right that exceed the number of shares actually issued upon exercise; and (d) shares of Common Stock reacquired by the Company using amounts received upon the exercise of an option.

     

    1.6.3 Director Awards. In order to retain and compensate Directors for their services, and to strengthen
        the alignment of their interests with those of the shareholders of the Company, the Plan permits the grant of cash-based and stock-based awards to Directors. Aggregate Awards to any one non-employee Director in respect of any calendar year, solely
        with respect to his or her service as a Director, may not exceed $900,000 based on aggregate value of cash Awards and Fair Market Value of stock-based Awards, in each case determined as of the date of grant.

     

    1.6.4 Adjustments. The Committee shall adjust the number of shares of Common Stock authorized pursuant
        to Section 1.6.1 (and any limits on the number of stock-based Awards that may be granted to any Grantee under this Plan) and adjust equitably the terms of any outstanding Awards (including, without limitation, the number of shares of Common Stock
        covered by each outstanding Award, the type of property to which the Award is subject and the exercise or strike price of any Award), in each case in such manner as it deems appropriate (including, without limitation, unless otherwise provided in
        an Award Agreement, by payment of cash) to preserve and prevent the enlargement of the benefits or potential benefits intended to be made available to Grantees, for any increase or decrease in the number of issued shares of Common Stock resulting
        from a recapitalization, spin-off, split-off, stock split, stock dividend, extraordinary cash dividend, combination or exchange of shares of Common Stock, merger, consolidation, rights offering, separation, reorganization or liquidation, or any
        other change in the corporate structure or shares of AIG; provided that no such adjustment shall be made if or to the extent that it would cause any outstanding Award to fail to comply with Section 409A. After any adjustment made pursuant
        to this Section 1.6.4, the number of shares of Common Stock subject to each outstanding Award will be rounded down to the nearest whole number. Notwithstanding the foregoing, the Committee may, in its sole discretion, decline to adjust the terms of
        any outstanding Award if it determines that such adjustment would violate applicable law or result in adverse tax consequences to the Grantee or to the Company.

     

    ARTICLE II

     

    AWARDS UNDER THE PLAN

     

    2.1 Agreements Evidencing Awards. Each stock-based Award and, to the extent
        determined appropriate by the Committee, cash-based Award granted under the Plan will be evidenced by an Award Agreement that will contain such provisions and conditions as the Committee deems appropriate. Unless otherwise provided herein, the
        Committee may grant Awards in tandem with or, subject to Sections 2.3.6, 2.4.5 and 3.14.1, in substitution for or satisfaction of any other Award or Awards granted under the Plan or any award granted under any other plan of AIG. By accepting an
        Award pursuant to the Plan, a Grantee thereby agrees that the Award will be subject to all of the terms and provisions of the Plan and the applicable Award Agreement.

     

    2.2 No Rights as a Shareholder. No Grantee (or other person potentially having rights
        pursuant to an Award) shall have any of the rights of a shareholder of AIG with respect to shares of Common Stock subject to an Award until the delivery of such shares (or in the case of an Award of restricted or unrestricted shares of

     

     

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    Appendix B 
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    Common Stock, the grant or registration in the name of the Grantee of such shares pursuant to the applicable
        Award Agreement, but then only as the Committee may include in the applicable Award Agreement). Except as otherwise provided in Section 1.6.4 or pursuant to the applicable Award Agreement, no adjustments will be made for dividends, distributions or
        other rights (whether ordinary or extraordinary, and whether in cash, Common Stock, other securities or other property) for which the record date is before the date the Certificates for the shares are delivered.

     

    2.3 Options.

     

    2.3.1 Grant. Stock options may be granted to eligible recipients in such number and at such times during
        the term of the Plan as the Committee or the Board may determine, subject to the limits on grants set forth in Section 2.3.7.

     

    2.3.2 Incentive Stock Options. At the time of grant, the Committee will determine (a) whether all or any
        part of a stock option granted to an eligible employee will be an Incentive Stock Option and (b) the number of shares subject to such Incentive Stock Option; provided, however, that (i) the aggregate fair market value (determined as
        of the time the option is granted) of the stock with respect to which Incentive Stock Options are exercisable for the first time by an eligible employee during any calendar year (under all such plans of AIG and of any subsidiary corporation of AIG)
        will not exceed $100,000 and (ii) no Incentive Stock Option (other than an Incentive Stock Option that may be assumed or issued by the Company in connection with a transaction to which Section 424(a) of the Code applies) may be granted to a person
        who is not eligible to receive an Incentive Stock Option under the Code. The form of any stock option which is entirely or in part an Incentive Stock Option will clearly indicate that such stock option is an Incentive Stock Option or, if
        applicable, the number of shares subject to the Incentive Stock Option.

     

    2.3.3 Exercise Price. The exercise price per share with respect to each stock option will be determined
        by the Committee, but, except as otherwise permitted by Section 1.6.4 or in the case of an Acquisition Award, may never be less than the Fair Market Value of the Common Stock. Unless otherwise noted in the Award Agreement, the Fair Market Value of
        the Common Stock will be its closing price on the New York Stock Exchange on the date of grant of the Award of stock options.

     

    2.3.4 Term of Stock Option. In no event will any stock option be exercisable after the expiration of ten
        (10) years from the date on which the stock option is granted.

     

    2.3.5 Exercise of Stock Option and Payment for Shares. Subject to Section 2.12, the shares of Common
        Stock covered by each stock option may not be purchased for one year after the date on which the stock option is granted (except in the case of termination of Employment due to death, disability or retirement), but thereafter may be purchased in
        such installments as will be determined in the Award Agreement at the time the stock option is granted. Subject to any limitations in the applicable Award Agreement, any shares not purchased on the applicable installment date may be purchased
        thereafter at any time before the final expiration of the stock option. To exercise a stock option, the Grantee must give written notice to AIG specifying the number of shares to be purchased and accompanied by payment of the full purchase price
        therefor in cash or by certified or official bank check or in another form as determined by the Company, including: (a) personal check, (b) shares of Common Stock, valued as of the exercise date, of the same class as those to be granted by exercise
        of the stock option, (c) any other form of consideration approved by the Company and permitted by applicable law and (d) any combination of the foregoing. Any person exercising a stock option will make such representations and agreements and
        furnish such information as the Committee may in its discretion deem necessary or desirable to assure compliance by AIG, on terms acceptable to AIG, with the provisions of the Securities Act, and any other applicable legal requirements. If a
        Grantee so requests, shares purchased may be issued in the name of the Grantee and another jointly with the right of survivorship.

     

    2.3.6 Repricing. Except as otherwise permitted by Section 1.6.4, reducing the exercise price of stock
        options issued and outstanding under the Plan, including through amendment, cancellation in exchange for the grant of a substitute Award or repurchase for cash or other consideration (in each case that has the effect of reducing the exercise
        price), will require approval of the shareholders.

     

     

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    2.4 Stock Appreciation Rights.

     

    2.4.1 Grant. Stock appreciation rights may be granted to eligible recipients in such number and at such
        times during the term of the Plan as the Committee or the Board may determine, subject to the limits on grants set forth in Section 2.4.6.

     

    2.4.2 Exercise Price. The exercise price per share with respect to each stock appreciation right will be
        determined by the Committee but, except as otherwise permitted by Section 1.6.4 or in the case of an Acquisition Award, may never be less than the Fair Market Value of the Common Stock. Unless otherwise noted in the Award Agreement, the Fair Market
        Value of the Common Stock will be its closing price on the New York Stock Exchange on the date of grant of the Award of stock appreciation rights.

     

    2.4.3 Term of Stock Appreciation Right. In no event will any stock appreciation right be exercisable
        after the expiration of ten (10) years from the date on which the stock appreciation right is granted.

     

    2.4.4 Exercise of Stock Appreciation Right and Delivery of Shares. Subject to Section 2.12, each stock
        appreciation right may not be exercised for one year after the date on which the stock appreciation right is granted (except in the case of termination of Employment due to death, disability or retirement), but thereafter may be exercised in such
        installments as may be determined in the Award Agreement at the time the stock appreciation right is granted. Subject to any limitations in the applicable Award Agreement, any stock appreciation rights not exercised on the applicable installment
        date may be exercised thereafter at any time before the final expiration of the stock appreciation right. To exercise a stock appreciation right, the Grantee must give written notice to AIG specifying the number of stock appreciation rights to be
        exercised. Upon exercise of stock appreciation rights, subject to any limitations in the applicable Award Agreement, shares of Common Stock or cash, in the Committee’s discretion, with a Fair Market Value or in an amount equal to (a) the excess of
        (i) the Fair Market Value of the Common Stock on the date of exercise over (ii) the exercise price of such stock appreciation right multiplied by (b) the number of stock appreciation rights exercised will be delivered to the
        Grantee. Any person exercising a stock appreciation right will make such representations and agreements and furnish such information as the Committee may, in its discretion, deem necessary or desirable to assure compliance by AIG, on terms
        acceptable to AIG, with the provisions of the Securities Act and any other applicable legal requirements. If a Grantee so requests, shares purchased may be issued in the name of the Grantee and another jointly with the right of survivorship.

     

    2.4.5 Repricing. Except as otherwise permitted by Section 1.6.4, reducing the exercise price of stock
        appreciation rights issued and outstanding under the Plan, including through amendment, cancellation in exchange for the grant of a substitute Award or repurchase for cash or other consideration (in each case that has the effect of reducing the
        exercise price), will require approval of the shareholders.

     

    2.5 Restricted Shares.

     

    2.5.1 Grants. The Committee may grant or offer for sale restricted shares in such amounts and subject to
        such terms and conditions as the Committee may determine, including, without limitation, the achievement of performance goals. In the event that a Certificate is issued in respect of restricted shares, such Certificate may be registered in the name
        of the Grantee but will be held by AIG or its designated agent until the time the restrictions lapse.

     

    2.5.2 Right to Vote and Receive Dividends on Restricted Shares. Notwithstanding anything to the contrary
        in this Section 2.5.2, no dividends will be paid at a time when any performance-based goals or time-based vesting requirements that apply to an Award of restricted shares have not been satisfied. Unless the applicable Award Agreement provides
        otherwise, each Grantee of an Award of restricted shares will, during the period of restriction, have all of the rights of a shareholder holding the class or series of Common Stock that is the subject of the restricted shares, except as otherwise
        provided herein, including full voting rights. During the period of restriction, all ordinary cash dividends (if any, as determined by the Committee in its sole discretion) paid upon any restricted share will be retained by the Company for the
        account of the relevant Grantee. Such dividends will revert back to the Company if for any reason the restricted share upon which such dividends

     

     

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    Appendix B 
        American International Group, Inc. 2021 Omnibus Incentive Plan

     

    
       

    

    were paid reverts back to the Company. Upon the expiration of the period of restriction, all such dividends made
        on such restricted share and retained by the Company will be paid to the relevant Grantee. Additional shares or other property distributed to the Grantee in respect of restricted shares, as dividends or otherwise, will be subject to the same
        restrictions applicable to such restricted shares.

     

    2.6 Restricted Stock Units. The Committee may grant Awards of restricted stock units
        in such amounts and subject to such terms and conditions as the Committee may determine, including, without limitation, the achievement of performance goals. A Grantee of a restricted stock unit will have only the rights of a general unsecured
        creditor of AIG until delivery of shares of Common Stock, cash or other securities or property is made as specified in the applicable Award Agreement. On the delivery date specified in the Award Agreement, the Grantee of each restricted stock unit
        not previously forfeited or terminated will receive one share of Common Stock, or cash, securities or other property equal in value to a share of Common Stock or a combination thereof, as specified by the Committee.

     

    2.7 Other Stock-Based Awards. The Committee may grant other types of equity-based or
        equity-related Awards (including, without limitation, the grant or offer for sale of unrestricted shares of Common Stock) in such amounts and subject to such terms and conditions as the Committee may determine. Such Awards may entail the transfer
        of actual shares of Common Stock to Award recipients or may be settled in cash, and may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

     

    2.8 Cash-Based Awards. The Committee may grant cash-based Awards in such amounts and
        subject to such terms and conditions as the Committee may determine.

     

    2.9 Dividend Equivalent Rights. The Committee may include in the Award Agreement with
        respect to any Award, other than stock options and stock appreciation rights, a dividend equivalent right entitling the Grantee to receive amounts equal to all or any portion of the dividends that would be paid on the shares of Common Stock covered
        by such Award if such shares had been delivered pursuant to such Award. The grantee of a dividend equivalent right will have only the rights of a general unsecured creditor of AIG until payment of such amounts is made as specified in the applicable
        Award Agreement. In the event such a provision is included in an Award Agreement, the Committee will, subject to Section 3.14.1, determine whether such payments will be made in cash, in shares of Common Stock or in another form, whether they will
        be conditioned upon the exercise or vesting of the Award to which they relate (provided that in no event may such payments be made unless and until the Award to which they relate vests), the time or times at which they will be made, and such other
        terms and conditions as the Committee may deem appropriate. No payments will be made in respect of any dividend equivalent right at a time when any performance-based goals or time-based vesting requirements that apply to the dividend equivalent
        right or Award that is granted in connection with a dividend equivalent right have not been satisfied.

     

    2.10 Related Option Transactions. The Committee may grant put options and enter into
        call options relating to Awards, including an Award of unrestricted Common Stock. The put options may permit the Grantee, at the Grantee’s option, to sell the Award back to the Company at such times, on such terms and conditions and at such prices
        as the Committee or the Board may determine. The call options may require the Grantee, at the Company’s election, to sell the Award back to the Company at such times, on such terms and conditions and at such prices as the Committee or the Board may
        determine. The Committee may determine to issue an Award and any related put option and enter into any related call option as a single non-separable unit.

     

    2.11 Change in Control Provisions.

     

    2.11.1 Except as otherwise provided in the applicable Award Agreement, in the event that within two years
        following a Change in Control a Grantee’s Employment is terminated by AIG without “cause” (as defined in the Award Agreement) or by the Grantee for “good reason” (as defined in the Award Agreement), any outstanding unvested Award held by such
        Grantee shall vest as with respect to any service-based vesting requirement. Except as otherwise provided in the applicable Award Agreement, following a Change in Control any performance goals with respect to an outstanding Award and for which the
        performance period ends after the Change in Control shall be deemed achieved at target level. In addition, in the event of a Change in Control

     

     

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    Appendix B American International Group, Inc. 2021 Omnibus Incentive Plan

     

    
       

    

    where all stock options and stock appreciation rights are settled for an amount (as determined in the sole
        discretion of the Committee) of cash or securities, the Committee may, in its sole discretion, terminate any stock option or stock appreciation right for which the exercise price is equal to or exceeds the per share value of the consideration to be
        paid in the Change in Control transaction without payment of consideration therefor.

     

    2.11.2 Unless otherwise provided in the applicable Award Agreement and except as otherwise determined by the
        Committee, in the event of a Business Combination of AIG with or into any 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 as an entirety, 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, and such an assumption or substitution shall not be
        deemed to violate this Plan or any provision of any Award Agreement.

     

    2.12 Minimum Vesting. Notwithstanding anything to the contrary in the Plan, Awards
        granted under the Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the date on which the Award is granted; provided, however, that the following Awards shall not be subject to the foregoing minimum vesting
        requirement: any (i) Acquisition Awards, (ii) shares of Common Stock delivered in lieu of fully vested cash obligations, (iii) Awards to Non-Employee Directors that vest on the earlier of the one-year anniversary of the date of grant and the next
        annual meeting of shareholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized
        for issuance under the Plan pursuant to Section 1.6.1 (subject to adjustment under Section 1.6.4); provided, further, that vesting may accelerate in connection with death, disability, retirement, a Change in Control or other involuntary
        termination.

     

    ARTICLE III

     

    MISCELLANEOUS

     

    3.1 Amendment of the Plan.

     

    3.1.1 Unless otherwise provided in an Award Agreement, the Board may from time to time suspend, discontinue,
        revise or amend the Plan in any respect whatsoever, including in any manner that adversely affects the rights, duties or obligations of any Grantee of an Award.

     

    3.1.2 Unless otherwise determined by the Board, shareholder approval of any suspension, discontinuance, revision
        or amendment will be obtained only to the extent necessary to comply with any applicable laws, regulations or rules of a securities exchange or self-regulatory agency, except that shareholder approval shall be required for any amendment to the Plan
        (i) that materially increases the benefits available under the Plan, (ii) to reduce the exercise price of stock options or stock appreciation rights issued and outstanding under the Plan, including through amendment, cancellation in exchange for
        the grant of a substitute Award or repurchase for cash or other consideration (in each case that has the effect of reducing the exercise price) or (iii) to permit the sale or other disposition of an Award of a stock option or a stock appreciation
        right to an unrelated third party for value.

     

    3.2 Tax Withholding. Grantees shall be solely responsible for any applicable taxes
        (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, that they incur in connection with the receipt, vesting or exercise of any Award. As a condition to the delivery of any shares of Common
        Stock pursuant to any Award or the lifting or lapse of restrictions on any Award, or in connection with any other event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company relating to an Award
        (including, without limitation, FICA tax), unless otherwise provided in an Award Agreement, (a) the Company may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to a Grantee whether or not pursuant to the
        Plan (including shares of Common Stock otherwise deliverable) the minimum required to meet the tax withholding obligation up to the maximum statutory rate or (b) the Committee will be entitled to require that the Grantee remit cash to the Company
        (through payroll deduction or otherwise) or previously owned shares of Common Stock or other property, in each case in an amount sufficient in the opinion of the Company to satisfy such withholding obligation.

     

     

    	2021 Proxy Statement		B-11


    
       

    

    
      

         

    

    Appendix B
        American International Group, Inc. 2021 Omnibus Incentive Plan

     

    
       

    

    3.3 Required Consents and Legends.

     

    3.3.1 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, the delivery of shares of Common Stock or the delivery of any cash, securities or other property under the Plan, or the taking of any other action thereunder (each such
        action a “Plan Action”), then, subject to Section 3.14.2, 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. The Committee may
        direct that any Certificate evidencing shares delivered pursuant to the Plan will bear a legend setting forth such restrictions on transferability as the Committee may determine to be necessary or desirable, and may advise the transfer agent to
        place a stop transfer order against any legended shares.

     

    3.3.2 The term “Consent” as used in this Article III with respect to any Plan Action includes (a) 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, or 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, (b) 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, (c) any applicable requirement of the Code, (d) any and all consents or authorizations
        required to comply with, or required to be obtained under, applicable local law, (e) any and all consents by the Grantee to the Company’s supplying to any third party recordkeeper of the Plan such personal information as the Committee deems
        advisable to administer the Plan and (f) any and all consents or other documentation required by the Committee. Nothing herein will require the Company to list, register or qualify the shares of Common Stock on any securities exchange.

     

    3.4 Clawback. Awards under the Plan shall be subject to the clawback or recapture
        policy, if any, that the Company may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that the Awards be repaid to the Company after they have been distributed or
        paid to the Grantee.

     

    3.5 Right of Offset. Except with respect to Awards that are intended to be “deferred
        compensation” subject to Section 409A, the Company will have the right to offset against its obligation to deliver shares of Common Stock (or cash, other securities or other property) under the Plan or any Award Agreement any outstanding amounts
        (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other employee programs)
        that the Grantee then owes to the Company and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement.

     

    3.6 Nonassignability; No Hedging. 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, consistent with Section 3.1.2. Any sale, exchange, transfer,
        assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 3.6 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 the Plan
        and the Award Agreements will be binding upon any permitted successors and assigns.

     

    3.7 Successor Entity. Unless otherwise provided in the applicable Award Agreement and
        except as otherwise determined by the Committee, in the event of a 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.

     

     

    	B-12	 	2021 Proxy Statement


    
       

    

    
      

         

    

    Appendix B American International Group, Inc. 2021 Omnibus Incentive Plan

     

    
       

    

    3.8 Right of Discharge Reserved. Nothing in the Plan or in any Award Agreement will
        confer upon any Grantee the right to continued Employment by the Company or affect any right which the Company may have to terminate such Employment.

     

    3.9 Nature of Payments.

     

    3.9.1 Any and all grants of Awards and deliveries of Common Stock, cash, securities or other property under the
        Plan will be in consideration of services performed or to be performed for the Company by the Grantee. Awards under the Plan may, in the discretion of the Committee, and subject to Section 3.14.1, be made in substitution in whole or in part for
        cash or other compensation otherwise payable to a participant in the Plan. Only whole shares of Common Stock will be delivered under the Plan. Awards will, to the extent reasonably practicable, be aggregated in order to eliminate any fractional
        shares. Fractional shares may, in the discretion of the Committee, be forfeited or be settled in cash or otherwise as the Committee may determine.

     

    3.9.2 All such grants and deliveries will constitute a special discretionary payment to the Grantee and, unless
        otherwise provided in an Award Agreement or the Committee specifically provides otherwise, will not be required to be taken into account in computing the amount of salary or compensation of the Grantee 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 the Company or under any agreement with the Grantee.

     

    3.10 Non-Uniform Determinations.

     

    3.10.1 The Committee’s determinations under the Plan and Award Agreements need not be uniform and may be made by
        it selectively among persons who receive, or are eligible to receive, Awards under the Plan (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 under Award Agreements, and to enter into non-uniform and selective Award Agreements, as to (a) the persons to receive Awards, (b) the terms and provisions of Awards and (c) whether a Grantee’s
        Employment has been terminated for purposes of the Plan.

     

    3.10.2 To the extent the Committee deems it necessary, appropriate or desirable to comply with foreign law or
        practices and to further the purposes of the Plan, the Committee may, without amending the Plan, establish special rules applicable to Awards to Grantees who are foreign nationals, are employed outside the United States or both and grant Awards (or
        amend existing Awards) in accordance with those rules.

     

    3.11 Other Payments or Awards. Nothing contained in the Plan will be deemed in any
        way to limit or restrict the Company from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect. In addition, Section 1.6.1 (as adjusted by Section 1.6.4) sets
        forth the only limit on the amount of cash, securities or other property that may be delivered pursuant to this Plan.

     

    3.12 Plan Headings. The headings in the Plan are for the purpose of convenience only
        and are not intended to define or limit the construction of the provisions hereof.

     

    3.13 Termination of Plan. The Board reserves the right to terminate the Plan at any
        time; provided, however, that in any case, the Plan will terminate on the tenth (10th) anniversary of the Effective Date, and provided further,
        that all Awards made under the Plan before its termination will remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements.

     

    3.14 Section 409A.

     

    3.14.1 The Board and the Committee shall have full authority to give effect to any statement in an Award
        Agreement to the effect that an Award is intended to be “deferred compensation” subject to Section 409A, to be exempt from Section 409A or to have other intended treatment under Section 409A and/or other provision of

     

     

    	2021 Proxy Statement		B-13


    
       

    

    
      

         

    

    Appendix B 
        American International Group, Inc. 2021 Omnibus Incentive Plan

     

    
       

    

    the Code. To the extent necessary to give effect to this authority, in the case of any conflict or potential
        inconsistency between the Plan and a provision of any Award or Award Agreement with respect to the subject matter of this paragraph, the Plan shall govern.

     

    3.14.2 Without limiting the generality of Section 3.14.1, with respect to any Award made under the Plan that is
        intended to be “deferred compensation” subject to Section 409A: (a) references to termination of the Grantee’s employment will mean the Grantee’s separation from service with the Company within the meaning of Section 409A; (b) any payment to be
        made with respect to such Award in connection with the Grantee’s separation from service with the Company within the meaning of Section 409A that would be subject to the limitations in Section 409A(a)(2)(b) of the Code shall be delayed until six
        months after the Grantee’s separation from service (or earlier death) in accordance with the requirements of Section 409A; (c) to the extent necessary to comply with Section 409A, any cash, other securities, other Awards or other property that the
        Company may deliver in lieu of shares of Common Stock in respect of an Award shall not have the effect of deferring delivery or payment beyond the date on which such delivery or payment would occur with respect to the shares of Common Stock that
        would otherwise have been deliverable (unless the Committee elects a later date for this purpose in accordance with the requirements of Section 409A); (d) with respect to any required Consent described in Section 3.3 or the applicable Award
        Agreement, if such Consent has not been effected or obtained as of the latest date provided by such Award Agreement for payment in respect of such Award and further delay of payment is not permitted in accordance with the requirements of Section
        409A, such Award or portion thereof, as applicable, will be forfeited and terminated notwithstanding any prior earning or vesting; (e) if the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of
        the regulations promulgated under the Code), the Grantee’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment; (f) if the Award includes “dividend
        equivalents” (within the meaning of Section 1.409A-3(e) of the regulations promulgated under the Code), the Grantee’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award; and (g) unless the
        Committee determines otherwise, for purposes of determining whether the Grantee has experienced a separation from service with the Company within the meaning of Section 409A, “subsidiary” shall mean a corporation or other entity in a chain of
        corporations or other entities in which each corporation or other entity, starting with AIG, has a controlling interest in another corporation or other entity in the chain, ending with such corporation or other entity. For purposes of the preceding
        sentence, the term “controlling interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i) of the regulations promulgated under the Code, provided that the language “at least 20 percent” is used instead of “at least 80
        percent” each place it appears in Section 1.414(c)-2(b)(2)(i) of the regulations promulgated under the Code.

     

    3.15 Governing Law. THE 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.

     

    3.16 Severability; Entire Agreement. If any of the provisions of the Plan or any
        Award Agreement 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. The Plan and any Award Agreements contain the entire agreement of the
        parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter
        thereof.

     

    3.17 Waiver of Claims. Each Grantee of an Award recognizes and agrees that before
        being selected by the Committee to receive an Award he or she has no right to any benefits hereunder. Accordingly, in consideration of the Grantee’s receipt of any Award hereunder, he or she expressly waives any right to contest the amount of any
        Award, the terms of any Award Agreement, any determination, action or omission hereunder or under any Award Agreement by the Committee, the Company or the Board, or any amendment to the Plan or any Award Agreement (other than an amendment to the
        Plan or an Award Agreement to which his or her consent is expressly required by the express terms of an Award Agreement).

     

     

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    Appendix B  American International Group, Inc. 2021 Omnibus Incentive Plan

     

    
       

    

    3.18 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 Grantee on account of an Award’s failure 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.

     

    3.19 No Third Party Beneficiaries. Except as expressly provided therein, neither the
        Plan nor any Award Agreement will confer on any person other than the Company and the Grantee of any Award any rights or remedies thereunder. The exculpation and indemnification provisions of Section 1.3.3 will inure to the benefit of a Covered
        Person’s estate and beneficiaries and legatees.

     

    3.20 Successors and Assigns of AIG. The terms of the Plan will be binding upon and
        inure to the benefit of AIG and any successor entity contemplated by Section 3.7.

     

    3.21 Date of Adoption and Approval of Shareholders. The Plan was adopted on March 11,
        2021 by the Board and is subject to, and will become effective upon receipt of, approval by the shareholders of AIG (the “Effective Date”).

     

     

    	2021 Proxy Statement		B-15