Exhibit 10.28

    American International Group, Inc.

       Long Term Incentive
              Plan   

    As amended March 13, 2018

     

     

    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”), 
        providing holders with the opportunity to earn shares of Common Stock (“Shares”) based on achievement
        of performance criteria during the Performance Period, restricted stock units (“RSUs”),
        providing holders with the opportunity to earn Shares based on continued
        Employment throughout the Performance Period, or a combination of PSUs and
        RSUs, as the Committee may determine from time to time.  PSUs
        and RSUs will be subject to
        the terms and conditions of this Plan and the Omnibus Plan
        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. 

     

     

    
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    C.          
        Status
          of PSUs and
          RSUs.  
        Each PSU and RSU
      constitutes
        an unfunded and unsecured promise of AIG to deliver (or cause to be delivered)
        one Share (or, at the election of AIG,
        cash equal to the Fair Market
        Value thereof) 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.

    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 90 days
        from the date of the award agreement shall give the Company the right to
        rescind the Award.

    4.          
             Performance Measures; 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%

            


    

     

     

     

    
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    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.     

    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.          
             Vesting and Delivery 

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

    B.          
        Delivery.  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.  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 receive
        dividend equivalent rights in the form of additional PSUs or RSUs (or both if the
        Participant’s Award consists of both PSUs and RSUs) (the “Dividend
            Equivalent
            Units”) at the time such dividend is  paid to AIG’s
        shareholders.  The number
        of Dividend
        Equivalent Units that the
        Participant
        will receive at any such time will be equal to (1)
        the cash dividend amount  per Share times  (2) the number of PSUs and RSUs covered by the Participant’s Award (and, unless otherwise determined by
        AIG, any
        Dividend Equivalent Units
        previously credited under the Participant’s Award) that have
      not been previously settled through the
        delivery of Shares (or cash) prior to, such date, divided by
        the Fair Market Value of one Share on the applicable dividend
        record
        date.  Each Dividend Equivalent Unit will constitute an unfunded and unsecured
        promise of AIG to deliver (or cause to be delivered) one Share (or, at the
        election of AIG, cash equal to the Fair Market Value thereof) in accordance
        with the Plan, and will vest and be 

     

     

    
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    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 PSUs
        and RSUs on which such Dividend Equivalent Unit was 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.
              

    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 any unvested Awards, or parts thereof, shall
        immediately terminate and be forfeited.

    B.          
        Involuntary
          Termination, Retirement or Disability.  Subject to Section 6.G, in the case of a
        Participant’s involuntary Termination without Cause, Retirement or Disability,
        the Participant’s outstanding
      Awards  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.  For
        the avoidance of doubt, an involuntary Termination without Cause as provided in
        this Section Error! Reference
          source not found.
        shall not include a resignation that a Participant may assert was a
        constructive discharge.

     

    C.          
        Death.  For outstanding Awards of PSUs,
        (1) 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 and
        one-half months following the date of death and (2) 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 and one-half months following
        the date of death.
        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 and one-half months following
        the date of death. 

    D.          
        Change
          in Control. 
      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 within twenty-four (24)
        months following such Change in Control, the Participant shall receive Shares
        (or cash) corresponding to the 

     

     

    
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    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 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.  For
        outstanding Awards of RSUs, in the case of a Change in Control and the Participant’s
        involuntary Termination without Cause within twenty-four (24) months following
        such Change in Control,
        a Participant’s outstanding unvested RSUs will immediately vest. Any such amounts representing vested PSUs or 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.

    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 or
        Retirement, as a condition to receiving delivery of
        any Shares (or cash) under any 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 12
        months following the Termination, and y) in the case of an involuntary Termination without Cause 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 payment of any
        Shares (or cash) under any Awards under this Plan as a result of the
        Participant’s involuntary Termination without Cause.  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 receive any Shares (or cash) under any Awards under this Plan. 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, or Retirement, prior to or during the calendar year of the date on which
        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, 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 

     

     

    
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    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.

    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 individual’s 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. The
        Committee shall also have the power, in its sole discretion, to reduce the
        amount of any RSUs, Target PSUs or Earned
        PSUs 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 

     

     

    
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    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.

    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. 

     

     

    
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    B.          
        Tax
          Withholding. 
        The delivery of Shares (or cash) 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.

    D.          
        No
          Effect on Benefits. 
        Grants 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
        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.  

     

     

    
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    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.

    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.  

     

     

    
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    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.   Subject to Any AIG
          Section 162(m) Plan. 
        AIG may, in any year, propose a Section 162(m) compliant performance incentive
        award plan (the “AIG Section 162(m) Plan”).  If an
        AIG Section
        162(m) Plan is proposed and approved by AIG stockholders in accordance with
        Section 162(m)(4)(C) of the Code and Treasury Regulation Section 1.162‐27(e)(4),
        this Plan will function as a sub-plan under the AIG Section 162(m) Plan,
        whereby performance compensation amounts payable under the AIG Section 162(m)
        Plan can be paid in part by accruing awards with respect to a Performance
        Period.

    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 

     

    
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    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.

    B.   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. 

    C.   Service of Process.  Each Participant
        irrevocably appoints the Secretary of AIG at 80 Pine Street,
        New York, New York 10005, U.S.A. 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.

    D.   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 

     

     

    
      <BCLPAGE>11</BCLPAGE>

       

       

    

  

  

  
    
       

    

    the Participant  from making or
        publishing any truthful statement (1) when required by
        law, subpoena or court order, (2) in the course of
        any legal, arbitral or regulatory proceeding, (3)
        to any governmental authority, regulatory agency or self-regulatory organization,
        or (4) in connection with
        any investigation by the
        Company.    

    10.      
             Term of Plan

    The Plan is 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.  

    
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    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 January 1, 2017, 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 January 1, 2017, 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 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;

     

    
       

       

    

  

  

  
    
       

    

    (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 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 of 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 any person
        acquires beneficial ownership of more than 50% of the AIG Voting Securities as
        a result of the acquisition of AIG Voting Securities by AIG which reduces the
        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.

                “Disability”
        means that a Participant, who after receiving short term disability income
        replacement payments for six 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 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” means (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 60 with five years of service or (ii) on or after age 55 with 10 years of
        service

    “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.

     

    
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    “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.

    
       

       

    

  

  

  
    
       

    

    Annex B

    Form
          of Release Referred to in Section 6.G 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 that Employee has not filed any complaint, charge, claim or
        proceeding, if any, against any of the Released Parties before any local, state
        or federal agency, court or other body (each individually a “Proceeding”).
        Employee represents that Employee is not aware of any basis on which such a
        Proceeding could reasonably be instituted.

    (3)               
      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.

     

    
      16

       

       

    

  

  

  
    
       

    

    (e)               
      For purposes of this Section X, 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;

    (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.

    (4)               
      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;

    (5)               
      [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.]

    (6)               
      [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.]

     

    
       

       

    

  

  

  
    
       

    

    (7)               
      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]

     

    
      18