Exhibit 10.27

    AMERICAN
          INTERNATIONAL GROUP, INC.

          LONG TERM INCENTIVE PLAN

          

        ● LTI STOCK OPTION AWARD AGREEMENT

    1.            
      Status
          of Award; Defined Terms.  American International Group, Inc. (“AIG”)
        has awarded you stock options (this “Award”) pursuant to the
        AIG
        Long Term Incentive Plan (the “Plan”). This award agreement (“Award
            Agreement”), which sets forth the terms and conditions of your Award,
        is made pursuant to the Plan, and this Award and Award Agreement are subject to
        the terms of the Plan.  Capitalized terms not defined in this Award Agreement
        have the meanings ascribed to them in the Plan.

    2.            
      Award
          of Stock Options. 
        AIG hereby awards you the number of [time-vesting][performance-vesting]
        stock options (“Stock Options”) specified in Schedule A.
        Each Stock Option represents a right to purchase one share of Common Stock of
        AIG, subject to the terms and conditions set forth in this Award Agreement.

    3.            
      Vesting;
          Expiration. 
        The Stock Options are subject to the [time-][performance-] 
        vesting and expiration terms specified in Schedule A, subject to earlier
        vesting, expiration or termination as provided in this Award Agreement.

    4.            
      Vesting
          in the Event of Termination. The termination treatment set forth in this
        Section 4 will supersede that
        provided in Section 6 of the Plan.

    4.1         
      Termination
          Generally. 
        Except as otherwise provided in this Section 4, if you are
        Terminated for any reason, vested Stock Options will remain exercisable for 90
        days following your date of Termination (but in no case later than the
        expiration date for such Stock Options specified in Schedule A) and any
        unvested Stock Options will immediately terminate and be forfeited.

    4.2         
      Termination
          for Cause. 
        In the case of your Termination by the Company for Cause, all Stock Options
        (whether vested or unvested) will immediately terminate and be forfeited.  

    4.3         
      Involuntary
          Termination, [Retirement], death or Disability.  Subject to Section 4.3, in the case of your
        Termination by the Company without Cause [or your Retirement,]  or
        your death or Disability, (i) any vested Stock Options will remain exercisable
        for [three years]  following your date of Termination (or date of
        death or Disability, as applicable), (ii) any unvested time-vesting Stock
        Options will be deemed to have attained their respective time-vesting requirements
        and remain exercisable for [three years]  following your date of
        Termination (or date of death or Disability, as applicable), and (iii)
any
        unvested performance-vesting Stock Options will (a) be deemed to have
        attained their respective time-vesting requirements, if any, (b) continue to be
        eligible to vest in accordance with their respective terms specified in Schedule
          A and (c) become exercisable for [three years]  following your
        date of Termination (or date of death or Disability, as applicable); provided
        that no Stock Options will remain exercisable beyond the expiration date
        for such Stock Options specified in Schedule A. 
        For the avoidance of
        doubt, the Stock Options do not qualify for Qualifying Resignation treatment.
        For the
        avoidance of doubt, a Termination without Cause as provided in this Section 4.3
        shall not include a resignation that you may assert was a constructive
        discharge.

    4.4         
      Change
          in Control. 
      [For outstanding Awards of performance-vesting Stock Options, (1) in the
        case of a Change in Control during the applicable Performance Period and your
        Termination without Cause within twenty-four months following such Change in
        Control, any
        unvested performance-vesting Stock 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 (2) in the case of a Change in Control
        following an applicable Performance Period and your Termination without Cause
        within twenty-four months following such Change in Control, any
        performance-vesting Stock Options will immediately vest based on actual
        performance for such period. All Stock Options will remain exercisable for [three
        years]  following your date of Termination; provided that no Stock
        Options will remain exercisable beyond the expiration date for such Stock
        Options specified in Schedule A.][For outstanding time-vesting Stock Options,
        in the case of a Change in Control and your Termination without Cause within
        twenty-four months following such Change in Control, any unvested time-vesting
        Stock Options will immediately vest. All Stock Options will remain exercisable for
      [three years]  following your date of Termination; provided that
        no Stock Options will remain exercisable beyond the expiration date for such
        Stock Options specified in Schedule A.  ]   

    4.5         
      Release
          of Claims. 
        In the
        case of your Termination by the Company without Cause [or your
        Retirement], as a condition to the treatment of outstanding Stock
        Options set forth in this Section 4, you will be required to execute a form of
        release, modified to cover the treatment of outstanding Stock Options,
        consistent with Section 6.G of the Plan.

     

    
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    5.            
      Exercisability
          of Vested Options. 
        Vested Options may be exercised in accordance with procedures set forth in
        Section 2.3.5 of the AIG 2013 Omnibus Incentive Plan, including procedures
        established by the Company.  Stock Options that are not vested may not be
        exercised.  

    6.            
      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, (b) in
        the course of any legal, arbitral or regulatory proceeding, (c) to any
        governmental authority, regulatory agency or self-regulatory organization, or
        (d) in connection with any investigation by the Company.

    7.            
      Non-Solicitation.  Your Employment
        with the Company requires exposure to and use of confidential, proprietary
        and/or trade secret information (as set forth in Section 6).  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 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.

    8.            
      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 herein shall prevent you from making or
        publishing any truthful statement (a) when required by law, subpoena or court
        order, (b) in the course of any legal, arbitral or regulatory proceeding, (c)
        to any governmental authority, regulatory agency or self-regulatory
        organization, or (d) in connection with any investigation by the Company.

    [SECTION
          9 TO BE INSERTED AT DISCRETION OF THE COMMITTEE]

    9.            
      Notice
          of Termination of Employment.  Except where local law prohibits
        enforcement, you agree that if you voluntarily resign
        you will give at
        least six months’ written notice to the Company of your voluntary Termination,
        which may be working notice or non-working notice at the Company’s sole discretion
        and which notice period is waivable by the Company at the Company’s sole
        discretion.  This notice period provision supersedes any conflicting notice
        period provision contained in the award agreements governing your prior
        long-term incentive awards awarded under the Plan.

    [SECTION
          9 TO BE INSERTED AT DISCRETION OF THE COMMITTEE]

    9.           Notice
          of Termination of Employment.  Except where local law prohibits
        enforcement, you agree that if you voluntarily resign
        you will give at
        least three months’ written notice to the Company of your voluntary
        Termination, which may be working notice or non-working notice at the Company’s
        sole discretion and which notice period is waivable by the Company at the
        Company’s sole discretion.  This notice period provision supersedes any
        conflicting notice period provision contained in the award agreements governing
        your prior long-term incentive awards awarded under the Plan.

    [SECTION 9 TO BE INSERTED AT
          DISCRETION OF THE COMMITTEE]

    9.         Notice of Termination of Employment.  You agree
        that:

    9.1         
      if
        you voluntarily resign you will give at least three months’ written notice to
        the Company of your voluntary Termination, which may be working notice or
        non-working notice at the Company’s sole discretion and which notice period is waivable
        by the Company at the Company’s sole discretion, except to the extent
        prohibited by local law; and

     

    
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    9.2         
      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, 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.  

    10.         
      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.

    11.         
      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.

    12.         
      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.

    13.         
      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 business
        days after deposit in the United States mail by certified or registered mail
        (return receipt requested) or one business day after deposit with any return
        receipt express courier (prepaid).

    14.         
      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.

    15.         
      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.
      

    
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    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.

     

    
      	
               

            	
               

            
	
              Name:

            	
               

            
	
              Title:

            	
               

            


    

     

     

    By your signature, you
        (i) acknowledge that a complete copy of this Award Agreement and the Plan have
        been made available to you and (ii) agree to all of the terms and conditions
        set forth in this Award Agreement and the Plan.

     

    
      	
               

            	
               

            
	
              Name:

            	
               

            


    

    
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    Schedule A

          ● LTI Stock Option Award

    
      	
              Recipient:

            	
              ●

            
	
              Employee ID:

            	
              ●

            
	
              Date of Award:

            	
              ●

            


    

     

    
      	
              Award(s)

            	
              Number of Stock Options

            	
              Exercise Price

            	
              Vesting Terms

            	
              Expiration Date

            
	
              First Award

            	
              ●

            	
              $●

            	
              ●

            	
              ●

            
	
              [Second Award]

            	
              [●]

            	
              [$●]

            	
              [●]

            	
              [●]

            


    

    [The following
        termination treatment will
        supersede that provided in Section 4 of the Award Agreement and 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]

    
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