Exhibit 10.35

        

      
         
      American International Group, Inc.

      Long Term Incentive Plan

      (as amended and restated April 9, 2021)

       

      1.           
               Purpose; Definitions

      This American
            International Group, Inc. Long Term Incentive
            Plan (this “Plan”) is designed to provide selected officers and
            key employees of American International Group, Inc. (“AIG” and
            together with its consolidated subsidiaries, determined in accordance with U.S.
            generally accepted accounting principles, the “Company”) with
            incentives to contribute to the long-term performance of AIG in a manner that
            appropriately balances risk and rewards.

      Awards under this Plan
            are issued under the American
            International Group, Inc. 2013 Omnibus Incentive Plan (as amended from time to
            time or any successor stock incentive plan, the “Omnibus Plan”),
            the terms of which are incorporated in this Plan.  Capitalized terms used in
            this Plan but not otherwise defined in this Plan or in the attached Glossary of
            Terms in Annex A have the meaning ascribed to them in the Omnibus Plan.

      2.           
               Performance Period

      Awards (as defined
            below) will be earned over a three-year
            performance period (a “Performance Period”), unless the
            Compensation and Management Resources Committee of the Board of Directors of
            AIG (including any successor, the “Committee”) determines a
            different period is appropriate for some or all Participants as set forth in
            the applicable award agreement. 

      3.           
               Awards and Participants

      A.           
               Awards.  Awards issued under this Plan (“Awards”)
            may consist of performance share units (“PSUs”), restricted stock
            units (“RSUs”), stock options (“Options”), or a
            combination of PSUs, RSUs and Options, as the Committee may determine from time
            to time.  PSUs provide holders with the opportunity to earn shares of Common
            Stock (“Shares”) based on achievement of performance criteria
            during the Performance Period.  RSUs provide holders with the opportunity to
            earn Shares based on continued Employment throughout the Performance Period.
            Options provide holders with the right to purchase Shares based on achievement
            of performance criteria during, or continued Employment throughout, the
            Performance Period, or a combination thereof.  PSUs, RSUs and Options will be
            subject to the terms and conditions of the Omnibus Plan, this Plan and the
            applicable award agreement, and will be issued only to the extent permissible
            under relevant laws, regulatory restrictions and agreements applicable to the
            Company.  In addition to the preceding, the Committee may establish another
            form of Award to the extent it determines appropriate for some or all
            Participants (as defined below).  

      B.           
               Participants.  The Committee will from time to time determine (1) the
            officers and key employees of the Company who will receive Awards (the “Participants”)
and
            (2) the number and type of Awards issued to each Participant.  No Award to
            a Participant shall in any way obligate the Committee to (or imply that the
            Committee will) provide a similar Award (or any Award) to the Participant in
            the future.

       

      
         

         

      

    

    

    
      
         

      

      C.           
               Status of Awards. 
            Each PSU and RSU constitutes an unfunded and
            unsecured promise of AIG to deliver (or cause to be delivered) one (1) Share
            (or, at the election of AIG, cash equal to the Fair Market Value
            thereof) as provided in Section 5.B.  Until such delivery, a holder of PSUs or
            RSUs will have only the rights of a general unsecured creditor and no rights as
            a shareholder of AIG.  Each Option represents a right to purchase one (1)
            Share, subject to the terms and conditions set forth in the applicable award
            agreement.

      D.           
               Award Agreements.  Each Award granted under the Plan shall be evidenced by
            an award agreement that shall contain such provisions and conditions as the
            Committee deems appropriate; provided that, except as otherwise
            expressly provided in an award agreement, if there is any conflict between any
            provision of this Plan and an award agreement, the provisions of this Plan
            shall govern.  By accepting an Award pursuant to this Plan, a Participant
            thereby agrees that the Award shall be subject to all of the terms and
            provisions of this Plan, the Omnibus Plan and the applicable award agreement. 
            Awards shall be accepted by a Participant signing the applicable award
            agreement, and returning it to the Company. Failure by a Participant to do so
            within ninety (90) days from the date of the award agreement shall give the
            Company the right to rescind the Award.

      4.           
               Performance Measures
            for PSUs; Earned PSUs

      A.           
               Target PSUs.  For an Award of PSUs, a Participant’s award agreement
            will set forth a target number of PSUs as determined by the Committee (the “Target
                PSUs”).   

      B.           
               Performance Measures. The number of PSUs earned for any Performance Period will
            be based on one or more performance measures established by the Committee in
            its sole discretion with respect to such Performance Period (collectively, the
            “Performance Measures”). For each Performance Measure with
            respect to a Performance Period, the Committee will establish a Threshold,
            Target and Maximum achievement level and the weighting afforded to each such
            Performance Measure.  The Committee may also
            establish gating metrics that must be satisfied before Performance Measures are
            applied to assess the number of PSUs that are earned.

      C.           
               Performance Results.  At the end of the Performance Period, the Committee will
            assess performance against each Performance Measure and determine the Earned
            Percentage (as detailed below) for each such Performance Measure as follows,
            subject to the terms and conditions of this Plan and unless determined
            otherwise by the Committee: 

      
        	
                Performance

              	
                Earned Percentage

              	
                 

              
	
                Performance less than Threshold

              	
                0%

              	
                 

              
	
                Performance at Threshold

              	
                50%

              	
                 

              
	
                Performance at Target

              	
                100%

              	
                 

              
	
                Performance at or above Maximum

              	
                200%

              	
                 

              


      

      The
            Earned
            Percentage for performance between Threshold and Target and between Target and
            Maximum will be determined on a straight-line basis, unless determined
            otherwise by the Committee.   

       

      
        2 

      

    

    

    
      
         

      

      D.           
               Earned PSUs.  The number of PSUs earned for the Performance
            Period (the “Earned PSUs”) will equal the sum of the PSUs earned
            for each Performance Measure, calculated as follows, unless determined
            otherwise by the Committee:  

      
        	
                PSUs
                      earned

                      for a

                      Performance

                      Measure

              	
                =

              	
                Target

                      PSUs

              	
                X

              	
                Earned

                      Percentage

              	
                X

              	
                Weighting
                      of

                      Performance

                      Measure

              


      

      For
            the avoidance of doubt, the Committee retains discretion to reduce any Earned
            PSU Award to zero.

      5.           
               and Delivery

      A.           
               Vesting of Earned Awards.  Except as provided in Section 6, and subject to the other
            terms and conditions of this Plan and the applicable award agreement, Earned
            PSUs, RSUs and Options will vest on the date(s) and/or event(s) specified in
            the applicable award agreement (each, a “Scheduled Vesting Date”). 
            Unless otherwise set forth in the applicable award agreement, RSUs and Options
            will be earned based solely on the Participant’s continued Employment through
            the end of the Performance Period.

      B.           
               Delivery of Earned PSUs and
              RSUs.  Except as provided in
            Section 6, AIG will deliver (or cause to be delivered) to the Participant
            Shares (or, at the election of AIG, cash equal to the Fair Market Value
            thereof) in respect of any Earned PSUs, RSUs, or portion thereof, as promptly
            as administratively practicable following the applicable Scheduled Vesting
            Date.  Subject to Section 6, a Participant must be Employed on the applicable
            Scheduled Vesting Date in order to be entitled to receive a delivery of any
            portion of the Earned PSUs and RSUs.

      C.           
               Dividend Equivalents for PSUs
              and RSUs.  In respect of Awards of PSUs or
            RSUs, unless otherwise set forth in the applicable award agreement, in the
            event that any cash dividend is declared on Shares with a record date that
            occurs during the Dividend Equivalent Period (as defined below), the
            Participant will accrue, with respect to each RSU and PSU awarded to the
            Participant, a dividend equivalent in the form of cash at the time such cash dividend
            is paid to AIG’s shareholders.  Each dividend equivalent will constitute an
            unfunded and unsecured promise of AIG to pay cash with respect to each RSU and
            Earned PSU in accordance with the Plan, and will vest and be settled or paid at
            the same time, and subject to the same terms and conditions (including, for
            PSUs, increase or decrease based on achievement of performance criteria in
            accordance with Section 4 above), as the PSU or RSUs on which such dividend equivalent
            accrued.  “Dividend Equivalent Period” means the period
            commencing on the date on which PSUs or RSUs were awarded to the Participant
            and ending on the last day on which Shares (or cash) are delivered to the
            Participant with respect to the Earned PSUs or RSUs.    

      D.           
               Exercise and Expiration of
              Options.  Vested Options may be exercised
            in accordance with procedures set forth in Section 2.3.5 of the Omnibus Plan,
            including procedures established by the Company.  Stock Options that are not
            vested may not be exercised.  Pursuant to Section 2.3.4 of the Omnibus Plan, in
            no event will any Option be exercisable after the expiration of ten (10) years
            from the date on which the Option is granted (but the applicable award
            agreement may provide for an earlier expiration date).

       

      
        3 

      

    

    

    
      
         

      

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

      Except as
            otherwise provided in the applicable award agreement:

      A.           
               Termination Generally.  Except as otherwise provided in this Section 6, if
            a Participant’s Employment is Terminated for any reason, then (i) any unvested
            Awards, or parts thereof, shall immediately terminate and be forfeited, and
            (ii) any vested Options will remain
            exercisable as set forth in the applicable award agreement (but in no case
            later than the expiration date for such Options specified in the applicable
            award agreement), provided  that  in the case of a Participant’s
            Termination for Cause, all Options (whether vested or unvested) will
            immediately terminate and be forfeited.

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

      (1)          
             the Participant’s outstanding PSUs and
            RSUs will immediately vest and the Shares (or cash) corresponding to the Earned
            PSUs (based on the performance for the whole Performance Period) or RSUs, as
            applicable, will be delivered to the Participant on the dates that the
            applicable Award would otherwise have been delivered if the Participant had continued
            to remain Employed; and

      (2)          
             (i) any vested Options will remain
            exercisable, (ii) any unvested time-vesting Options will be deemed to have
            attained their respective time-vesting requirements, and (iii) any
            unvested performance-vesting Options will (a) be deemed to have attained their
            respective time-vesting requirements, if any, and (b) to the extent any
            performance-vesting requirements have not been achieved, continue to be
            eligible to vest in accordance with their respective performance-vesting
            terms.  In the event of an Involuntary Termination or Disability, the Options
            that are or become vested pursuant to this paragraph (2) shall remain
            exercisable as set forth in the applicable award agreement, provided,
              however, in the event of a Retirement, all Options that are or become
            vested pursuant to this paragraph (2) will remain exercisable for the remainder
            of the term of such Options set forth in the applicable award agreement for
            such Options.  No Options will remain exercisable beyond the expiration date
            for such Options as specified in the applicable award agreement; 

      For the avoidance
            of doubt, an involuntary Termination
            without Cause as provided in this Section 6.B shall not include a resignation
            that a Participant may assert was a constructive discharge.

      C.           
               Death.  

      (1)          
             PSUs.  For outstanding Awards of PSUs, (i) in the case of a
            Participant’s death during a Performance Period or following a Performance
            Period but prior to the Committee’s adjudication of performance under Section
            4.C, the Participant’s PSU Award will immediately vest and the Shares (or cash)
            corresponding to the Target PSUs will be delivered to the Participant’s estate
            as soon as practicable but in no event later than the end of the calendar year
            or, if later, within two (2) and one-half (1/2) months following the date of
            death and (ii) in the case of a Participant’s death following the Committee’s
            adjudication of performance for a Performance Period under Section 4.C, the
            Participant’s PSU Award will immediately vest and the Shares (or cash)
            corresponding to the Earned PSUs (based on performance for the whole
            Performance Period) will be delivered to the Participant’s estate as soon as
            practicable but in no event later than the end of the calendar year or, if
            later, within two (2) and one-half (1/2) months following the date of death. 

       

      
        4 

      

    

    

    
      
         

      

      (2)          
             RSUs.  For outstanding Awards of RSUs, in the case of a
            Participant’s death, the Participant’s outstanding unvested RSUs will
            immediately vest and the Shares (or cash) corresponding to the RSUs will be
            delivered to the Participant’s estate as soon as practicable but in no event
            later than the end of the calendar year or, if later, within two (2) and
            one-half (1/2) months following the date of death.

      (3)          
             Options.  For outstanding Awards of Options, in the case of a
            Participant’s death, (i) any vested Options
            will remain exercisable as set forth in the applicable award agreement,
            (ii) any unvested time-vesting Options will be deemed to have attained
            their respective time-vesting requirements and remain exercisable as set forth
            in the applicable award agreement and (iii) any unvested
            performance-vesting Options will (a) be deemed to have attained their
            respective time-vesting requirements, if any, (b) to the extent any
            performance-vesting requirements have not been achieved, continue to be
            eligible to vest in accordance with their respective performance-vesting terms
            and (c) be exercisable as set forth in the applicable award agreement; provided
              that no Options will remain exercisable beyond the expiration date for such
            Options as specified in the applicable award agreement.

      D.           
               Change in Control.  

      (1)          
             PSUs.  For outstanding Awards of PSUs, in the case of a Change
            in Control during a Performance Period and the Participant’s involuntary
            Termination without Cause or resignation for Good Reason within twenty-four
            (24) months following such Change in Control, the Participant shall receive
            Shares (or cash) corresponding to the Target PSUs, unless the Committee
            determines to use actual performance through the date of the Change in Control,
            and such Shares (or cash) will immediately vest.  In the case of a Change in
            Control following a Performance Period and the Participant’s involuntary
            Termination without Cause or resignation for Good Reason within twenty-four
            (24) months following such Change in Control, the Participant shall receive
            Shares (or cash) corresponding to the Earned PSUs (based on performance for the
            whole Performance Period), and such Shares (or cash) will immediately vest. 
            Any such amounts representing vested PSUs will be delivered by the end of the
            calendar year or, if later, within two (2) and one-half (1/2) months following
            the Participant’s separation from service, provided that no delivery
            will be delayed as a result of the Change in Control.  

      (2)          
             RSUs.  For outstanding Awards of RSUs, in the case of a Change
            in Control and the Participant’s involuntary Termination without Cause or
            resignation for Good Reason within twenty-four (24) months following such
            Change in Control, a Participant’s outstanding unvested RSUs will immediately
            vest. Any such amounts representing vested RSUs will be delivered by the end of
            the calendar year or, if later, within two and one-half months following the
            Participant’s separation from service, provided that no delivery will be
            delayed as a result of the Change in Control.

      (3)          
             Options.  For outstanding Awards of performance-vesting Options,
            (a) in the case of a Change in Control during the applicable Performance Period
            and the Participant’s involuntary Termination without Cause or resignation for
            Good Reason within twenty-four (24) months following such Change in Control, any unvested performance-vesting Options will immediately vest based on target performance, unless
            the Committee determines to use actual performance through the date of the
            Change in Control, and (b) in the case of a Change in Control following an
            applicable Performance Period and the Participant’s involuntary Termination
            without Cause or resignation for Good Reason within twenty-four (24) months
            following such Change in Control, any performance-vesting Stock Options will
            immediately vest based on actual performance for such period.  For outstanding
            time-vesting Options, in the case of a Change in Control and the Participant’s
            involuntary  Termination  without  Cause  or resignation  for Good  Reason  within
             twenty-four  (24)  months  following  such

       

      
        5 

      

    

    

    
      
         

      

      Change in Control,
            any unvested time-vesting Options will
            immediately vest. All Options that vest
            pursuant to this paragraph will remain exercisable for the remainder of the
            term of such Options as set forth in the applicable award agreement for such
            Options.  No Options will remain exercisable beyond the expiration date for
            such Options as specified in the applicable award agreement.

      E.           
               Election to Accelerate or Delay
              Delivery.  The Committee may, in its sole
            discretion, determine to accelerate or defer delivery of any Shares (or cash)
            underlying the Awards granted under the Plan or permit a Participant to elect
            to accelerate or defer delivery of any such Shares (or cash), in each case in a
            manner that conforms to the requirements of Section 409A and is consistent with
            the provisions of Section 8.E. 

      F.           
               Release of Claims.  In the case of a
            Participant’s involuntary Termination without Cause, resignation for Good
            Reason or Retirement, as a condition to (i) with
            respect to Options, the vesting of any Options pursuant to this Plan or the
            applicable award agreement, and (ii) with respect to all other Awards,
            receiving delivery of any Shares (or cash) under such Awards, following such
            event, the Company will require the Participant to execute a release
            substantially in the form attached as Annex B (the “Release”),
            subject to any provisions that the Senior HR Attorney and the Senior
            Compensation Executive or their designee(s) may amend or add to the release in
            order to impose restrictive covenants requiring (x) confidentiality of
            information, non-disparagement and non-solicitation of Company employees for
            twelve (12) months following the Termination, and (y) in the case of an
            involuntary Termination without Cause or resignation for Good Reason of any
            Participant who is eligible to participate in the American International Group,
            Inc. 2012 Executive Severance Plan (as may be amended from time to time, and
            together with any successor plan, the “ESP”), or
            Retirement,
            non-competition for such periods as are generally specified herein.  The
            Release for any Participant who is eligible to participate in the ESP shall be
            in the form of the release required by the ESP at the time of the Termination
            (including any non-competition covenants), modified to cover the vesting of any
            Options and payment of any Shares (or cash) under any other Awards under this
            Plan as a result of the Participant’s involuntary Termination without Cause or
            resignation for Good Reason.  Effective for Retirements on or after December 1,
            2015, the Release will require non-competition for no less than six (6) months
            following the Retirement in order for the Participant to (i) with respect to
            Options, vest in any Options, and (ii), with respect to all other Awards,
            receive any Shares (or cash) under such Awards.  The Release or the ESP form of
            release must be executed by the Participant and become irrevocable, in the case
            of a Participant’s involuntary Termination without Cause, resignation for Good
            Reason or Retirement, prior to or during the calendar year of the date on which
            (i) with respect to Options, such Options vest, and (ii) with respect to all
            other Awards, a delivery of Shares (or cash) with respect to the Award is
            scheduled to be delivered pursuant to Section 5.B; provided that if the
            Release is executed after such time, (i) with respect to Options, any
            Options that would have vested during such period will be forfeited, and (ii)
            with respect to all other Awards, the delivery of Shares (or cash) with respect
            to such calendar year will be forfeited; provided, further, that
            if the local laws of a country or non-U.S. jurisdiction in which Participant
            performs services render invalid or unenforceable all or a portion of the
            Release (subject to additional provisions as described above), the Senior HR Attorney and the Senior Compensation Executive or
            their designee(s) shall have the discretion to create a release that
            incorporates as much of the Release as possible while also complying with such
            local laws.

       

      
        6 

      

    

    

    
      
         

      

      7.           
               Administration of this
            Plan

      A.           
               General.  This Plan shall be administered by the Committee and the
            person or persons designated by the Committee to administer the Plan from time
            to time.  Actions of the Committee may be taken by the vote of a majority of
            its members.  The Committee may allocate among its members and delegate to any
            person who is not a member of the Committee any of its administrative
            responsibilities.  The Committee will have the power to interpret this Plan, to
            make regulations for carrying out its purposes and to make all other
            determinations in connection with its administration (including, without
            limitation, whether a Participant has become subject to Disability), all of
            which will, unless otherwise determined by the Committee, be final, binding and
            conclusive.  The Committee may, in its sole discretion, reinstate any Awards
            made under this Plan that have been terminated and forfeited because of a
            Participant’s Termination, if the Participant complies with any covenants,
            agreements or conditions that the Committee may impose; provided, 
              however, that any delivery of Shares (or cash) under such reinstated Awards
            will not be made until the scheduled times set forth in this Plan.

      B.           
               Non-Uniform Determinations.  The Committee’s determinations under this Plan need not
            be uniform and may be made by it selectively with respect to persons who
            receive, or are eligible to receive, Awards (whether or not such persons are
            similarly situated).  Without limiting the generality of the foregoing, the
            Committee will be entitled, among other things, to make non-uniform and
            selective determinations as to the persons to become Participants.

      C.           
               Determination of Employment.  The Committee, with respect to any Participant under
            the
            purview of the Committee, and the Senior Compensation Executive, with respect
            to any other Participant, will have the right to determine the commencement or
            Termination date of a Participant’s Employment with the Company solely for
            purposes of this Plan, separate and apart from any determination as may be made
            by the Company with respect to the Participants’ employment.

      D.           
               Amendments.  The Committee will have the power to amend this Plan and
            any Performance Measures established pursuant to Section 4.B in any manner and
            at any time, including in a manner adverse to the rights of the Participants; provided,
              however, that in the event that a Plan
            amendment is adopted or effective on or within twenty-four (24) months
            following a Change in Control, then such amendment shall be invalid and
            ineffective with respect to each Participant, in the absence of his or her
            written consent, if the amendment is adverse to the Participant. The Committee shall also have the power, in its sole
            discretion, to reduce the amount of any RSUs, Target PSUs, Earned PSUs or
            Options at any time including, for the avoidance of doubt, after the relevant
            Performance Period has ended.  Notwithstanding the
            foregoing, the Committee’s rights and powers to amend the Plan shall be
            delegated to the Senior Compensation Executive who shall have the right to
            amend the Plan with respect to (1) amendments required by relevant law,
            regulation or ruling, (2) amendments that are not expected to have a material
            financial impact on the Company, (3) amendments that can reasonably be
            characterized as technical or ministerial in nature, or (4) amendments that
            have previously been approved in concept by the Committee. Notwithstanding the
            foregoing delegation, the Senior Compensation Executive shall not have the
            power to make an amendment to the Plan that could reasonably be expected to
            result in a termination of the Plan or a change in the structure or the powers,
            duties or responsibilities of the Committee, unless such amendment is approved
            or ratified by the Committee.

       

      
        7 

      

    

    

    
      
         

      

      E.           
               No Liability.  No member of the Board of Directors of AIG (the “Board”)
            or any employee of the Company performing services with respect to the Plan
            (each, a “Covered Person”) will have any liability to any person
            (including any Participant) for any action taken or omitted to be taken or any
            determination made, in each case, in good faith with respect to this Plan or
            any Participant’s participation in it.  Each Covered Person will be indemnified
            and held harmless by the Company against and from any loss, cost, liability, or
            expense (including attorneys’ fees) that may be imposed upon or incurred by
            such Covered Person in connection with or resulting from any action, suit or
            proceeding to which such Covered Person may be a party or in which such Covered
            Person may be involved by reason of any action taken or omitted to be taken
            under this Plan and against and from any and all amounts paid or Shares
            delivered by such Covered Person, with the Company’s approval, in settlement
            thereof, or paid or delivered by such Covered Person in satisfaction of any
            judgment in any such action, suit or proceeding against such Covered Person, provided 
          that  the Company will have the right, at its own expense, to assume and
            defend any such action, suit or proceeding and, once the Company gives notice
            of its intent to assume the defense, the Company will have sole control over
            such defense with counsel of the Company’s choice.  To the extent any taxable
            expense reimbursement under this paragraph is subject to Section 409A, (1) the
            amount thereof eligible in one taxable year shall not affect the amount
            eligible in any other taxable year; (2) 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 (3) in no event shall any
            right to reimbursement be subject to liquidation or exchange for another
            benefit.  The foregoing right of indemnification will not be available to a
            Covered Person to the extent that a court of competent jurisdiction in a final
            judgment or other final adjudication, in either case, not subject to further
            appeal, determines that the acts or omissions of such Covered Person giving
            rise to the indemnification claim resulted from such Covered Person’s bad
            faith, fraud or willful misconduct.  The foregoing right of indemnification
            will not be exclusive of any other rights of indemnification to which Covered
            Persons may be entitled under AIG’s Amended and Restated Certificate of
            Incorporation or Bylaws, as a matter of law, or otherwise, or any other power
            that the Company may have to indemnify such persons or hold them harmless.

      F.           
               Clawback/Repayment. Notwithstanding anything to the contrary herein, Awards
            and any payments or deliveries under this Plan will be subject to forfeiture
            and/or repayment to the extent provided in (1) the AIG Clawback Policy, as in
            effect from time to time and (2) other agreements executed by a Participant.

      8.           
               General Rules

      A.           
               No Funding.  The Company will be under no obligation to fund or set
            aside amounts to pay obligations under this Plan.  A Participant will have no
            rights to any Awards or other amounts under this Plan other than as a general
            unsecured creditor of the Company. 

      B.           
               Tax Withholding.  The delivery of Shares (or cash) or exercise of any
            Awards under this Plan is conditioned on a Participant’s satisfaction of any
            applicable withholding taxes in accordance with Section 4.2 of the Omnibus
            Plan, as amended from time to time, or such similar provision of any successor
            stock incentive plan.

      C.           
               No Rights to Other Payments.  The provisions of this Plan provide no right or
            eligibility to a Participant to any other payouts from AIG or its subsidiaries
            under any other alternative plans, schemes, arrangements or contracts AIG may
            have with any employee or group of employees of AIG or its subsidiaries.

       

      
        8 

      

    

    

    
      
         

      

      D.           
               No Effect on Benefits.  Grants or the exercise of any Awards and the delivery of
            Shares (or cash) under this Plan will constitute a special discretionary
            incentive payment to the Participants and will not be required to be taken into
            account in computing the amount of salary or compensation of the Participants
            for the purpose of determining any contributions to or any benefits under any
            pension, retirement, profit-sharing, bonus, life insurance, severance or other
            benefit plan of AIG or any of its subsidiaries or under any agreement with the
            Participant, unless AIG or the subsidiary with which the Participant is
            Employed specifically provides otherwise.

      E.           
               Section 409A.  

      (1)          
             Awards made under the Plan are intended
            to be “deferred compensation” subject to Section 409A, and this Plan is
            intended to, and shall be interpreted, administered and construed to, comply
            with Section 409A.  The Committee will have full authority to give effect
            to the intent of this Section 8.E.  

      (2)          
             If any payment or delivery to be made
            under any Award (or any other payment or delivery under this Plan) would be
            subject to the limitations in Section 409A(a)(2)(b) of the Code, the payment or
            delivery will be delayed until six (6) months after the Participant’s
            separation from service (or earlier death) in accordance with the requirements
            of Section 409A.  

      (3)          
             Each payment or delivery in respect of
            any Award will be treated as a separate payment or delivery for purposes of
            Section 409A.

      F.   
               Severability.  If any of the provisions of this Plan is finally held to
            be invalid, illegal or unenforceable (whether in whole or in part), such
            provision will be deemed modified to the extent, but only to the extent, of
            such invalidity, illegality or unenforceability) and the remaining provisions
            will not be affected thereby; provided  that  if any of such
            provisions is finally held to be invalid, illegal or unenforceable because it
            exceeds the maximum scope determined to be acceptable to permit such provision
            to be enforceable, such provision will be deemed to be modified to the minimum
            extent necessary to modify such scope in order to make such provision
            enforceable hereunder. 

      G.    Entire Agreement. 
            This Plan contains the entire agreement of the parties with respect to the
            subject matter hereof and supersedes all prior agreements, promises, covenants,
            arrangements, communications, representations and warranties between them,
            whether written or oral with respect to the subject matter hereof.  

      H.   
               Waiver of Claims.  Each Participant recognizes and agrees that prior to
            being selected by the Committee to receive an Award he or she has no right to
            any benefits under this Plan.  Accordingly, in consideration of the
            Participant’s receipt of any Award hereunder, he or she expressly waives any
            right to contest the amount of any Award, the terms of this Plan, any
            determination, action or omission hereunder by the Committee or the Company or
            any amendment to this Plan.

      I.     
               No Third Party Beneficiaries.  Except as expressly provided herein, this Plan will
            not
            confer on any person other than the Company and the Participant any rights or
            remedies hereunder. The exculpation and indemnification provisions of Section
            7.E will inure to the benefit of a Covered Person’s estate and beneficiaries
            and legatees.

      

      
        9 

      

    

    

    
      
         

      

      J.   
               Successor Entity; AIG’s Assigns. 
            Unless otherwise provided in the applicable award agreement and except as
            otherwise determined by the Committee, in the event of a merger, consolidation,
            mandatory share exchange or other similar business combination of AIG with or
            into any other entity (“Successor Entity”) or any transaction in
            which another person or entity acquires all of the issued and outstanding
            Common Stock of AIG, or all or substantially all of the assets of AIG,
            outstanding Awards may be assumed or a substantially equivalent award may be
            substituted by such Successor Entity or a parent or subsidiary of such
            Successor Entity.  The terms of this Plan will be binding and inure to the
            benefit of AIG and its successors and assigns.

      K.   
               Nonassignability. No Award (or any rights and obligations thereunder)
            granted to any person under the Plan may be sold, exchanged, transferred,
            assigned, pledged, hypothecated or otherwise disposed of or hedged, in any
            manner (including through the use of any cash-settled instrument), whether
            voluntarily or involuntarily and whether by operation of law or otherwise,
            other than by will or by the laws of descent and distribution, except as may be
            otherwise provided in the award agreement.  Any sale, exchange, transfer,
            assignment, pledge, hypothecation, or other disposition in violation of the
            provisions of this Section 8.K will be null and void and any Award which
            is hedged in any manner will immediately be forfeited.  All of the terms and
            conditions of this Plan and the award agreements will be binding upon any
            permitted successors and assigns.

      L.   
               Right to Discharge.  Nothing contained in this Plan or in any Award will
            confer on any Participant any right to be continued in the employ of AIG or any
            of its subsidiaries or to participate in any future plans.

      M.    Consent.  If the
            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 or the delivery of any Shares under
            this Plan, or the taking of any other action thereunder (each such action, a “plan
                action”), then such plan action will not be taken, in whole or in part,
            unless and until such consent will have been effected or obtained to the full
            satisfaction of the Committee; provided  that  if such
            consent has not been so effected or obtained as of the latest date provided by
            this Plan for payment of such amount or delivery and further delay is not
            permitted in accordance with the requirements of Section 409A, such amount
            will be forfeited and terminate notwithstanding any prior earning or vesting.  

      The term “consent” as used in this paragraph
            with respect to any plan action includes (1) any and all listings,
            registrations or qualifications in respect thereof upon any securities exchange
            or under any federal, state, or local law, or law, rule or regulation of a
            jurisdiction outside the United States, (2) any other matter, which the
            Committee may deem necessary or desirable to comply with the terms of any such
            listing, registration or qualification or to obtain an exemption from the
            requirement that any such listing, qualification or registration be made, (3) any
            and all other consents, clearances and approvals in respect of a plan action by
            any governmental or other regulatory body or any stock exchange or
            self-regulatory agency and (4) any and all consents required by the
            Committee.

      N.    Awards Subject to an AIG Section
              162(m) Plan.  With respect to any awards hereunder that were granted
            pursuant to written binding agreements in effect on November 2, 2017 and that
            were granted during a period when this Plan functioned as a subplan of a
            Section 162(m) compliant performance incentive award plan adopted by AIG (the “AIG Section 162(m)
                Plan”) that was proposed and approved by AIG stockholders in accordance
            with Section 162(m)(4)(C) of the Code and related Treasury Regulations as they
            existed prior to the adoption of the Tax Cuts and Jobs Act of 2017 (Public  Law 115-97)  (the  “Prior  Rules”),
              this  Plan  will operate  whereby the designated
            performance-based compensation  

      
        10 

      

    

    

    
      
         

      

      amounts  (as
            defined under the
            Prior Rules)  payable under such awards can
            be paid and deducted in full
            or in part in accordance with the Prior Rules. 

        

      O.    No Liability With Respect to Tax Qualification or Adverse
              Tax Treatment.  Notwithstanding anything
            to the contrary contained herein, in no event shall the Company be liable to a
            Participant on account of the failure of any Award or amount payable under this
            Plan to (1) qualify for favorable United States or foreign tax treatment
            or (2) avoid adverse tax treatment under United States or foreign law,
            including, without limitation, Section 409A.

      9.           
               Disputes

      A.   
               Governing Law.  This Plan will be governed by and construed in
            accordance with the laws of the State of New York, without regard to principles
            of conflict of laws.  The Plan shall also be subject to all applicable non-U.S.
            laws as to Participants located outside of the United States.  In the event
            that any provision of this Plan is not permitted by the local laws of a country
            or jurisdiction in which a Participant performs services, such local law shall
            supersede that provision of this Plan with respect to that Participant.   The
            benefits to which a Participant would otherwise be entitled under this Plan may
            be adjusted or limited to the extent that the Senior
            HR Attorney and the Senior Compensation Executive or their designee(s)
            determine is necessary or appropriate in light of applicable law or local
            practice.

      B.  Arbitration.  Subject to the provisions of this Section 9, any dispute,
            controversy or claim between the Company and a Participant, arising out of or
            relating to or concerning this Plan or any Award, will be finally settled by
            arbitration. Participants who are subject to an Employment Dispute Resolution
            Program (“EDR Program”) maintained by AIG or any affiliated company of AIG,
            will resolve such dispute, controversy or claim in accordance with the
            operative terms and conditions of such EDR Program, and to the extent
            applicable, the employment arbitration rules of the American Arbitration
            Association (“AAA”). Participants who are not subject to an EDR Program shall
            arbitrate their dispute, controversy or claim in New York City before, and in
            accordance with the employment arbitration rules of the AAA, without reference
            to the operative terms and conditions of any EDR Program.  Prior to
            arbitration, all claims maintained by a Participant must first be submitted to
            the Committee in accordance with claims procedures determined by the Committee.
            Either the Company or a Participant may seek injunctive relief from the
            arbitrator.  Notwithstanding any other provision in this Plan, the Company
            or a Participant may apply to a court with jurisdiction over them for temporary,
            preliminary or emergency injunctive relief that, under the legal and equitable
            standards applicable to the granting of such relief, is necessary to preserve
            the rights of that party pending the arbitrator’s modification of any such
            injunction or determination of the merits of the dispute, controversy or claim.

      C.     Jurisdiction . The
              Company and each Participant hereby irrevocably submit to the exclusive
              jurisdiction of a state or federal court of appropriate jurisdiction located in
              the Borough of Manhattan, the City of New York over any suit, action or
              proceeding arising out of or relating to or concerning this Plan or any Award
              that is not otherwise arbitrated or resolved according to Section 9.B.  The
            Company and each Participant acknowledge that the forum designated by this
            section has a reasonable relation to this Plan and to such Participant’s
            relationship with the Company, that the agreement as to forum is independent of
            the law that may be applied in the action, suit or proceeding and that such
            forum shall apply even if the forum may under applicable law choose to apply
            non-forum law.

      
        11 

      

    

    

    
      
         

      

      D.  Change in Control.
            On or following a Change in
            Control, any arbitration referred to in
            Section 9.B or any court action referred to in Section 9.C by a Participant to
            enforce the Participant’s rights under the Plan shall be subject to a de novo
            standard of review, and the Participant shall be reimbursed
            for reasonable attorneys’ fees and costs incurred in seeking to enforce his or
            her rights under the Plan to the extent he or she prevails as to the material
            issues in such dispute.  The reimbursement of attorneys’ fees shall be made
            promptly following delivery of an invoice therefor.

      E.   Waiver.  The
            Company and each Participant waive, to the fullest extent permitted by
            applicable law, any objection which the Company and such Participant now or
            hereafter may have to personal jurisdiction or to the laying of venue of any
            such suit, action or proceeding in any court referred to in Section 9.C.  The
            Company and each Participant undertake not to commence any action, suit or
            proceeding arising out of or relating to or concerning this Plan or any Award
            in any forum other than a forum described in Section 9.C.  Notwithstanding the
            foregoing, nothing herein shall preclude the Company from bringing any action,
            suit or proceeding in any other court for the purpose of enforcing the
            provisions of this Section 9.  The Company and each Participant agree
            that, to the fullest extent permitted by applicable law, a final and
            non-appealable judgment in any such suit, action or proceeding in any such
            court shall be conclusive and binding upon the Participant and the Company. 

      F.   
               Service of Process.  Each Participant irrevocably appoints the Secretary of
            AIG at 80 Pine Street, New York, New York 10005, U.S.A., or effective as of May 1, 2021, 1271 Avenue of the
            Americas, 11th Floor, New York, NY 10020, as his or
            her agent for service of process in
            connection with any action, suit or proceeding arising out of or relating to or
            concerning this Plan or any Award that is not otherwise arbitrated or resolved
            according to Section 9.B.  The Secretary will promptly advise the
            Participant of any such service of process.

      G.    Confidentiality.  Each
            Participant must keep confidential any information concerning any grant or
            Award made under this Plan and any dispute, controversy or claim relating to
            this Plan, except that (i) a Participant may disclose information concerning a
            dispute or claim to the court that is considering such dispute or to such
            Participant’s legal counsel (provided  that  such counsel agrees
            not to disclose any such information other than as necessary to the prosecution
            or defense of the dispute) or (ii) a Participant may disclose information
            regarding an Award to the Participant’s personal lawyer or tax accountant, provided 
          that  such individuals agree to keep the information confidential.  Nothing
            herein shall prevent the Participant from making or publishing any truthful
            statement (1) when required by law, subpoena,  court order, or at the request of an administrative or regulatory agency
            or legislature, (2) in the course of any legal, arbitral, administrative,
            legislative or or regulatory proceeding, (3) to any governmental authority,
            administrative or regulatory agency, legislative body, or self-regulatory
            organization, (4) in connection with any investigation by the Company, or (5)
            where a prohibition or limitation on such communication is unlawful; provided,
            however, that with respect to the subject matter of this Section 9(G), the
            terms of a Participant’s award agreement shall govern.    

      10.        
               Term of Plan

      The Plan was first effective as of January 1, 2017 and will
            continue until suspended or terminated by the Committee in its sole discretion;
          provided, however, that the existence of the Plan at any time or from
            time to time does not guarantee or imply the payment of any Awards hereunder,
            or the establishment of any future plans or the continuation of this Plan. Any
            termination of this Plan will be done in a manner that the Committee determines
            complies with Section 409A. 

      
         
      
        12 

      

    

    

    
      
         

      

      Annex A

      Glossary of
              Terms

                  “Cause” means (1) a
            Participant’s conviction, whether following trial or by plea of guilty or nolo 
          contendere  (or similar plea), in a criminal proceeding (A) on a
            misdemeanor charge involving fraud, false statements or misleading omissions,
            wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion,
            or (B) on a felony charge or (C) on an equivalent charge to those in
            clauses (A) and (B) in jurisdictions which do not use those designations;
            (2) a Participant’s engagement in any conduct which constitutes an
            employment disqualification under applicable law (including statutory
            disqualification as defined under the Securities Exchange Act of 1934);
            (3) a Participant’s violation of any securities or commodities laws, any
            rules or regulations issued pursuant to such laws, or the rules and regulations
            of any securities or commodities exchange or association of which the Company
            or any of its subsidiaries or affiliates is a member; or (4) a Participant’s
            material violation of the Company’s codes or conduct or any other AIG policy as
            in effect from time to time.  The determination as to whether “Cause”
            has occurred shall be made by the Committee, with respect to any Participant
            under the purview of the Committee, or the Senior Compensation Executive, with
            respect to any other Participant, in each case, in its or his or her sole
            discretion.  The Committee or Senior Compensation Executive, as applicable,
            shall also have the authority in its sole discretion to waive the consequences
            of the existence or occurrence of any of the events, acts or omissions
            constituting “Cause.” 

                  “Change in Control” means the
            occurrence of any of the following events:

      (1) 
            individuals who, on February 16, 2021, constitute the Board (the “Incumbent
                Directors”) cease for any reason to constitute at least a majority of
            the Board, provided that any person becoming a director subsequent to
            February 16, 2021, whose election or nomination for election was
            approved by a vote of at least two-thirds of the Incumbent Directors then on
            the Board (either by a specific vote or by approval of AIG’s proxy statement in
            which such person is named as a nominee for director, without written objection
            to such nomination) shall be an Incumbent Director; provided, however, that no
            individual initially elected or nominated as a director of AIG as a result of
            an actual or threatened election contest with respect to directors or as a result
            of any other actual or threatened solicitation of proxies or consents by or on
            behalf of any person other than the Board shall be deemed to be an Incumbent
            Director; 

      (2)  Any “person”
            (as such term is defined in Section 3(a)(9) of the Exchange Act and as
            used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), is or becomes
            a “beneficial owner” (as defined in Rule 13d‐3 under the Exchange
            Act), directly or indirectly, of securities of AIG representing fifty percent (50%)
            or more of the combined voting power of AIG’s then outstanding securities
            eligible to vote for the election of the Board (“AIG Voting Securities”);
            provided, however, that the event described in this paragraph (2) shall
            not be deemed to be a Change in Control by virtue of an acquisition of AIG
            Voting Securities:  (A) by AIG or any subsidiary of AIG (B) by
            any employee benefit plan (or related trust) sponsored or maintained by AIG or
            any subsidiary of AIG or (C) by any underwriter temporarily holding securities
            pursuant to an offering of such securities;

      
        A-1 

      

    

    

    
      
         

      

      (3)  The consummation of
            a
            merger, consolidation, statutory share exchange or similar form of corporate
            transaction involving AIG (a “Business Combination”) that results
            in any person (other than the United States Department of Treasury) becoming
            the beneficial owner, directly or indirectly, of fifty percent (50%) or more of
            the total voting power of the outstanding voting securities eligible to elect
            directors of the entity resulting from such Business Combination; 

      (4)  The
            consummation of a sale or all or substantially all of AIG’s assets (other than
            to an affiliate of AIG); or

      (5)  AIG’s
            stockholders approve a plan of complete liquidation or dissolution of AIG.

      Notwithstanding the
            foregoing, a Change in Control shall
            not be deemed to occur solely because (A) any person holds or acquires beneficial
            ownership of more than fifty percent (50%) of the AIG Voting Securities as a
            result of an “AIG share repurchase program” or other acquisition of AIG Voting
            Securities by AIG which reduces the total number of AIG Voting Securities
            outstanding; provided that if after such acquisition by AIG such person
            becomes the beneficial owner of additional AIG Voting Securities that increases
            the percentage of outstanding AIG Voting Securities beneficially owned by such
            person, a Change in Control shall then occur 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).

                   “Disability”
            means that a Participant, who after receiving short term disability income
            replacement payments for six (6) months, (i) is determined to be disabled in
            accordance with the Company’s long term disability plan in which employees of
            the Company are generally able to participate, if one is in effect at such
            time, to the extent such disability complies with 26 C.F.R. §
            1.409A-3(i)4(i)(B), or (ii) to the extent such Participant is not participating
            in the Company’s long term disability plan, or no such long term disability
            plan exists, is determined to have medically determinable physical or mental impairment
            that can be expected to result in death or can be expected to last for a
            continuous period of not less than twelve (12) months as determined by, as
            applicable, the Company’s long term disability insurer or the department or
            vendor directed by the Company to determine eligibility for unpaid medical
            leave.

                  “Employed” and “Employment”
            mean (a) actively performing services for the Company, (b) being on a
            Company-approved leave of absence, whether paid or unpaid, or (c) receiving
            long term disability benefits, in each case while in good standing with the
            Company.

                  “Retirement” for a Participant
            means voluntary Termination initiated by the Participant (while such
            Participant is in good standing with the Company) (i) on or after age sixty (60)
            with five (5) years of service or (ii) on or after age fifty-five (55) with ten
            (10) years of service. 

      
        A-2 

      

    

    

    
      
         

      

      “Good
                Reason” means, following a Change in
            Control, without a Participant’s written consent, (i) a reduction of more than
            twenty percent (20%) in a Participant’s annual target
            direct compensation (including annual base salary, short-term incentive
            opportunity and long-term incentive opportunity); provided that  such
            reduction will not constitute Good Reason if it results from a Board-approved
            program generally applicable to similarly-situated employees; (ii) a material
            diminution in the Participant’s authority, duties or responsibilities;
              provided that  a change in the Participant’s reporting relationship
            will not constitute Good Reason unless it affects a Participant who the Company
            has classified as an executive vice president or above; or (ii) a relocation of
            the office at which the Participant performs his or her services to a location
            that increases his or her one-way commute by more than fifty (50) miles. 
            Notwithstanding the foregoing, a termination for Good Reason shall not have
            occurred unless (a) the Participant gives written notice to the Company of
            termination of employment within thirty (30) days after the Participant first
            becomes aware of the occurrence of the circumstances constituting Good Reason,
            specifying in detail the circumstances constituting Good Reason, (b) the
            Company has failed within thirty (30) days after receipt of such notice to cure
            the circumstances constituting Good Reason, and (c) (A) in the case of any Participant who not is
            eligible to
            participate in the ESP, the Participant’s
            “separation from service” (within the meaning of Code section 409A) occurs no later than thirty (30) days after the end of the Company’s
            cure period, and (B)
            in the case of any Participant who
            is eligible to participate in the ESP, the
            Participant’s “separation from service” (within the meaning of Code section
            409A) occurs no later than two (2) years following the initial existence of the
            circumstances giving rise to Good Reason or such other period specified in the
            ESP for this purpose.

      “Senior Compensation
                Executive” means the Company’s most senior executive whose responsibility
            it is to oversee the Corporate Compensation Department.  In the event that no
            individual holds such position, “Senior Compensation Executive” will instead
            refer to the Company’s most senior executive whose responsibility it is to
            oversee the global Human Resources Department.

      “Senior HR Attorney”
            means the Company’s most senior attorney whose responsibility it is to oversee
            Human Resource/employment matters.

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

      
         
      
        A-3 

      

    

    

    
      
         

      

      Attachment I

      Annex
            B

      Form
              of Release Referred to in Section 6.F of the Plan.

      NOT
              personalized to each Participant.

      (1)          
             [Employee Name] (“Employee”),
            for good and sufficient consideration, the receipt of which is hereby
            acknowledged, hereby waives and forever releases and discharges any and all
            claims of any kind Employee may have against American International Group,
            Inc., its affiliate or subsidiary companies (“AIG”),
            or any
            officer, director or employee of, or any benefit plan sponsored by, any such
            company (collectively, the “Released Parties”)
            which arise from
            Employee’s employment with any of the Released Parties or the termination of
            Employee’s employment with any of the Released Parties. [Specifically, but
            without limiting that release, Employee hereby waives any rights or claims
            Employee might have pursuant to the Age Discrimination in Employment Act of
            1967, as amended (the “Act”) and under the laws of
            any and all jurisdictions,
            including, without limitation, the United States. Employee recognizes that
            Employee is not waiving any rights or claims under the Act that may arise after
            the date that Employee executes this Release.] Nothing herein modifies or
            affects any vested rights that Employee may have under the [American
            International Group, Inc. Retirement Plan, or the American International Group,
            Inc. Incentive Savings Plan] [and other plans applicable to Employee];
            nor does this Release confer any such rights, which are governed by the terms
            of the respective plans (and any agreements under such plans).

      (2)          
             Employee acknowledges and
            agrees that Employee has complied with and will continue to comply with the
            non-disparagement, non-solicitation and confidentiality provisions set forth in
            the Employee’s award agreement pursuant to Section 3.D of the Plan, [a copy
              of which is attached hereto as Exhibit A], [for
              Retirements; and
            further agrees that during the period commencing on the date of the Employee’s
            [Retirement] and ending on the [for Retirements, 6-month]
            anniversary of
            such date, the Employee shall not, directly or indirectly:

      (a)          
             Engage in any “Competitive
              Business” (defined below) for the Employee’s own account;

      (b)          
             Enter the employ
            of, or render any services to, any person engaged in any Competitive Business;

      (c)          
             Acquire a financial
            interest in, or otherwise become actively involved with, any person engaged in
            any Competitive Business, directly or indirectly, as an individual, partner,
            shareholder, officer, director, principal, agent, trustee or consultant; or

      (d)          
             Interfere with
            business relationships between AIG and customers or suppliers of, or
            consultants to AIG.

      (e)          
             For purposes of
            this Section 2, a “Competitive Business” means, as of any date, including
            during the Restricted Period, any person or entity (including any joint
            venture, partnership, firm, corporation or limited liability company) that
            engages in or proposes to engage in the following activities in any
            geographical area in which AIG does such business:

      (i)           
             The property and
            casualty insurance business, including commercial insurance, business
            insurance, personal insurance and specialty insurance;

      
        B-1 

      

    

    

    
      
         

      

      (ii)          
             The life and
            accident and health insurance business;

      (iii)         
             The underwriting,
            reinsurance, marketing or sale of (y) any form of insurance of any kind that
            AIG as of such date does, or proposes to, underwrite, reinsure, market or sell
            (any such form of insurance, an “AIG Insurance Product”), or (z) any other form
            of insurance that is marketed or sold in competition with any AIG Insurance
            Product;

      (iv)         
             The investment and
            financial services business, including retirement services and mutual fund or
            brokerage services; or

      (v)          
             Any other business
            that as of such date is a direct and material competitor of one of AIG’s
            businesses.

      (3)          
             Employee further
            agrees that AIG’s remedies at law for a breach or threatened breach of any of
            the non-disparagement, non-solicitation and confidentiality provisions in the
            Employee’s award agreement [and for the non-competition covenant set forth
            above] would be inadequate. In recognition of this fact, the Employee agrees
            that, in the event of such a breach or threatened breach, in addition to any
            remedies at law, AIG, without posting any bond, shall be entitled to obtain
            equitable relief from a court of competent jurisdiction in the form of specific
            performance, temporary restraining order, temporary or permanent injunction or
            any other equitable remedy which may then be available;

      (4)          
             [Employee
            acknowledges and understands that Employee is hereby being advised to consult
            with an attorney prior to executing this Release. Employee also acknowledges
            and understands that Employee has [twenty-one (21)] days to consider the terms
            of this Release before signing it. However, in no event may Employee sign this
            Release before Employee’s termination date.]

      (5)          
             [Upon the signing
            of this Release by Employee, Employee understands that Employee shall have a
            period of seven (7) days following Employee’s signing of this Release in which
            Employee may revoke this Release. Employee understands that this Release shall
            not become effective or enforceable until this seven (7) day revocation period
            has expired, and that neither the Released Parties nor any other person has any
            obligation [pursuant to the American International Group, Inc. 2013 Long Term
            Incentive Plan] until eight (8) days have passed since Employee’s signing of
            this Release without Employee having revoked this Release. If Employee revokes
            this Release, Employee will be deemed not to have accepted the terms of this
            Release.]

      (6)          
             Any dispute arising
            under this Release shall be governed by the law of the State of New York,
            without reference to the choice of law rules that would cause the application
            of the law of any other jurisdiction.

                                                                 
                                                                                                     

            DATE                                                                           [Employee]

      
        B-2