Exhibit 10.38

      
         
      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”)  and the [American
            International Group, Inc. 2013 Omnibus Incentive Plan] [American
            International Group, Inc. 2021 Omnibus Incentive 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”).  [For PSU AWARDS in 2021 and thereafter:
            You are also entitled to receive Dividend Equivalents in the form of cash in
            accordance with the Plan.  [Only
              with respect to PSU AWARDS in 2019 and 2020:
            You are also entitled to receive Dividend Equivalents or Dividend Equivalent
            Units on each PSU as follows, in each case in accordance with the Plan: 

       

      (x) With respect to dividends declared with a
            record date that occurs after the second quarter of 2021, for each Earned PSU
            you are entitled to accrue Dividend Equivalents and such Dividend Equivalents
            will be paid in cash in accordance with the Plan.

       

      (y) With respect to dividends
            declared with a record date that occurs on or after the Date of Award (as
            specified in Schedule A of the Award Agreement) through the second quarter of
            2021, for each Earned PSU you are entitled to accrue Dividend Equivalents Units
            (as defined in the Plan) in the form of additional PSUs and such Dividend
            Equivalent Units will be settled in cash equal to the fair market value of a
            Share on the settlement date 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.  [For RSU aWARDS in 2021 and
              thereafter: You are also entitled to receive Dividend Equivalents in
            the form of cash in accordance with the Plan.  [Only with respect to RSU AWARDS in 2019 and 2020:   You are also entitled to receive Dividend Equivalents or
            Dividend Equivalent Units on each RSU as follows, in each case in accordance
            with the Plan: 

       

      (x) With
            respect to dividends declared with a record date that occurs after the second
            quarter of 2021, for each RSU you are entitled to accrue Dividend Equivalents
            and such Dividend Equivalents will be paid in cash in accordance with the Plan.

       

      (y) With
            respect to dividends declared with a record date that occurs on or after the
            Date of Award (as specified in Schedule A of the Award Agreement) through the
            second quarter of 2021, for each RSU you are entitled to accrue Dividend
            Equivalents Units (as defined in the Plan) in the form of additional RSUs and
            such Dividend Equivalent Units will be settled in Shares 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 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 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 or you
            resign for Good Reason under the terms of the Plan, 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]

       

      6.           Notice of Termination of Employment.  Except where local law prohibits enforcement or you
            resign for Good Reason under the terms of the Plan, 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 (other than if
            you resign for Good Reason under the terms
            of the Plan), 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;

      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. 

       

      AMERICAN INTERNATIONAL GROUP, INC.

      _______________________________________

      By:  

                                                       

      
         
       

      
         

         

         

      

    

    

    
      
         

      

      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 [apply to your Award] [supersede that provided in
            Section 6 of the Plan: ●]   

       

       

       

      Receipt

       

      
        	
                Acknowledged:

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                Signature

              	
                 

              	
                Date

              	
                 

              	
                 

              


      

      
         
      
        	
                Address:

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                Street

              	
                 

              	
                 

              	
                 

              	
                 

              


      

      
         
      
        	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                City,                 State               Zip Code

              	
                 

              	
                 

              	
                 

              	
                 

              


      

       

       

      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]