Exhibit 10.29

     

    AMERICAN
            INTERNATIONAL GROUP, INC.

    LONG TERM INCENTIVE PLAN

    LTI AWARD AGREEMENT

    1.
                  Status of Award; Defined Terms. 
          American International Group, Inc. (“AIG”) has awarded you [performance
          share units] [restricted stock units] [and]  [stock
          options]   (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.  

    [(a) Award of
            PSUs.  

    (i) AIG hereby awards you the number of performance share
          units (“PSUs”) specified in Schedule A (the “Target
              PSUs”) .  You are also
          entitled to receive
          dividend equivalent rights in the form of additional PSUs in accordance
          with the Plan.  Each PSU constitutes an unfunded and unsecured promise
          of AIG to deliver (or cause to be delivered) one Share (or, at the election of
          AIG, cash equal to the Fair Market Value thereof) in accordance with the Plan.   

    (ii) The actual number of PSUs that will be earned is
          subject to the Committee’s assessment of achievement based on the Performance
          Measures established for the Performance Period.

    (iii) After the end of the Performance
          Period, the Committee will determine the percentage of your Target PSUs that
          will be earned (such earned PSUs, the “Earned PSUs”).  The number
          of Shares covered by your Earned PSUs may range from 0%
          to 200% of your Target PSUs.  Your
          Earned PSUs, if any,
          will vest and be paid in accordance with the schedule specified in Schedule
            A,  subject to earlier vesting, forfeiture
          or termination as provided in accordance with the Plan. On any
          payment date, the number of Shares to be issued under this Award Agreement
          shall be rounded down to the nearest whole Share.] 

    [(a)][(b)] [Award of RSUs.   AIG
          hereby awards you the number of restricted stock units (“RSUs”)
          specified in Schedule A.   You are also  entitled to receive dividend equivalent
          rights in the form of additional RSUs in accordance with the Plan.  Each
        RSU
          constitutes an unfunded and unsecured promise of AIG to deliver (or cause to be
          delivered) one Share (or, at the election of AIG, cash equal to the Fair Market
          Value thereof) in accordance with the Plan.  Until such delivery, you have
          only the rights of a general unsecured creditor, and no rights as a
          shareholder, of AIG.  You will earn the RSUs subject to you continued
          Employment throughout the Performance Period.  Your RSUs will vest and be paid
          in accordance with the schedule specified in Schedule A,  subject
          to earlier vesting, forfeiture or
          termination as provided in
          accordance with the Plan.  On any payment date, the number of Shares to be
          issued under this Award Agreement shall be rounded down to the nearest whole
          Share.] 

    
       
     

     

    
       

       

       

    

  

  

  
    
       

    

    [(a)][(b)(c)]
            [Award of Stock Options.   AIG hereby awards you the number
          of [time-vesting] [and]  [performance-vesting] 
          stock options (“Options”)  specified in Schedule
            A.    Each Option represents a right to purchase one share
          of Common Stock of AIG, subject to the terms and conditions set forth in the
          Award Agreement and the Plan. The Options
          are subject to the [time-]  [and]  [performance-] 
          vesting and expiration terms specified in Schedule A, subject to earlier
          vesting, forfeiture or termination as
          provided in accordance with the
          Plan.

    3.         Non-Disclosure. 
          During the term of your Employment, the Company has permitted and will continue
          to permit you to have access to and become acquainted with information of a
          confidential, proprietary and/or trade secret nature.  Subject to and in
          addition to any confidentiality or non-disclosure requirements to which you
          were subject prior to the date you electronically consent to or execute this
          Award Agreement, during your Employment
          and any time
          thereafter, you agree that (i) all confidential, proprietary and/or trade
          secret information received, obtained or possessed at any time by you
          concerning or relating to the business, financial, operational, marketing,
          economic, accounting, tax or other affairs at the Company or any client,
          customer, agent or supplier or prospective client, customer, agent or supplier
          of the Company will be treated by you in the strictest confidence and will not
          be disclosed or used by you in any manner other than in connection with the
          discharge of your job responsibilities without the prior written consent of the
          Company or unless required by law, and (ii) you will not remove or destroy any
          confidential, proprietary and/or trade secret information and will
          return any such information in your possession, custody or control at the end
          of your Employment (or earlier if so requested by the Company).   Nothing
          herein shall prevent you from making or publishing any truthful statement (a)
          when required by law, subpoena or court order, (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.

    4.         Non-Solicitation. 
          Your Employment with the Company requires exposure to and use of confidential, proprietary
          and/or trade secret information (as set forth in the above
          Paragraph).  Subject to and in addition to any non-solicitation
          requirements to which you were subject prior to the date you electronically
          consent to or execute this Award Agreement, you agree that (i) during
          your Employment with the Company and any time thereafter, you will not,
          directly or indirectly, on your own
          behalf or on behalf of any other person or
          entity, solicit, contact, call upon,
          communicate with or
          attempt to communicate with any customer or client or prospective customer or
          client of the Company where to do so would require the use or disclosure of confidential,
          proprietary and/or trade secret information, and (ii) during
          your Employment with the Company and for a period of one (1) year after
          Employment Terminates for any reason,
          you will not,
          directly or indirectly, regardless of who initiates the communication,
          solicit, participate in the solicitation or recruitment of,
          or in any manner encourage or provide assistance to any employee, consultant, registered
          representative, or agent of the Company to terminate his or her
          Employment or other relationship with the Company or to leave its employ or
          other relationship with the Company for any engagement in any capacity or any
          other person or entity.

    [ALL OR A PORTION OF SECTION 5 TO BE INSERTED AT
            THE DISCRETION OF THE COMMITTEE OR ITS DELEGATE]

     

    
       
     

     

    
       

       

       

    

  

  

  
    
       

    

    5.         Non-Disparagement. 
          You agree that during and after your Employment with the Company,
          you will not make disparaging comments about AIG or any of
          its subsidiaries or affiliates or any of their officers, directors or employees
          to any person or entity not affiliated with the Company.   Nothing
        in
          this Agreement shall prevent you from making or publishing any truthful statement (a)
          when required by law, subpoena or court order, or at the request of an
          administrative agency or legislature (b) in the course of any legal,
          arbitral. administrative, legislative or
          regulatory
          proceeding, (c) to any governmental authority, regulatory agency or
          self-regulatory organization, or (d) in
          connection with any investigation by
          the Company. Moreover, nothing in this Agreement will deny you the
          right to disclose information about unlawful acts in the workplace, including,
          but not limited to, sexual harrassment.

     

    [SECTION 6 TO BE INSERTED AT DISCRETION OF THE
            COMMITTEE OR ITS DELEGATE]

     

    6. 
                   Notice
              of Termination of Employment.  Except where local law prohibits enforcement, you agree that
          if you voluntarily resign you will give at least six months’ written notice to
          the Company of your voluntary Termination, which may be working notice or
          non-working notice at the Company’s sole discretion and which notice
          period is waivable by the Company at the Company’s sole discretion.  This
          notice period provision supersedes any conflicting notice period provision
          contained in the award agreements governing your prior long-term incentive
          awards awarded under the Plan.

     

     

     [SECTION 6 TO BE INSERTED AT DISCRETION OF THE
            COMMITTEE OR ITS DELEGATE]

     

    6.
                      Notice
              of Termination of Employment.  Except where local law prohibits enforcement, you agree that
          if you voluntarily resign you will give at least three months’ written notice
          to the Company of your voluntary Termination, which may be working notice or
          non-working notice at the Company’s sole discretion and which notice
          period is waivable by the Company at the Company’s sole discretion.  This
          notice period provision supersedes any conflicting notice period provision
          contained in the award agreements governing your prior long-term incentive
          awards awarded under the Plan.

     

     

      [SECTION 6 TO BE INSERTED AT
            DISCRETION OF THE COMMITTEE  OR ITS
            DELEGATE]

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

    1.           
           if you voluntarily resign you will give at least three months’
          written notice to the Company of your voluntary Termination, which may be
          working notice or non-working notice at the Company’s sole discretion and which notice
          period is waivable by the Company at the Company’s sole discretion, except to
          the extent prohibited by local law; and

    
       
     

     

    
       

       

       

    

  

  

  
    
       

    

    2.           
           if your employment is not at-will and you or the Company is
          obligated to give other advance notice of a Termination by virtue of local law,
          any applicable collective bargaining agreement or your employment agreement,
          such notice obligation will not be affected by this provision.  As set forth in
          the Executive Severance Plan (“ESP”), any severance payment paid
          in
          accordance with the ESP will be reduced by any
          payment in lieu of notice paid by the Company to you, and you will
          cease to have any further entitlement to notice.  

    This notice period provision supersedes any
          conflicting notice period provision contained in any of the award agreements
          governing your prior long-term incentive awards awarded under the Plan. 

    7.         Clawback/Repayment.  Notwithstanding
          anything to the contrary contained herein, in consideration of the grant of
          this Award, you agree that you are a Covered Employee under the AIG Clawback
          Policy with respect to this Award and any payments hereunder and,
          accordingly, this Award and any payments hereunder will be
          subject to forfeiture and/or repayment to the extent provided for in the AIG
          Clawback Policy, as in effect from time to time if it is determined that a
          Covered Event (as defined in such Policy)
          has occurred.  With respect to this Award and
          any payments hereunder, each of the following events is a “Covered
          Event” for purposes of the Policy:

    1.           
           a material restatement of all or a portion of AIG’s financial
          statements occurs and the Board or Committee determines that recovery of
          payments under this Award is appropriate after reviewing all relevant facts and
          circumstances that contributed to the restatement, including whether you
          engaged in misconduct, and considering issues of accountability;

    2.           
           payments under this Award were based on materially
          inaccurate financial statements or on performance metrics that are materially
          inaccurately determined, regardless of whether you were responsible for the
          inaccuracy;

    3.           
           your failure to properly identify, assess or sufficiently raise
          concerns about risk, including in a supervisory role, resulted in a material
          adverse impact on AIG, any of AIG’s business units or the broader financial
          system;

    4.           
           any action or omission by you constituted a material violation of
          AIG’s risk policies as in effect from time to time; or  

    5.           
           any action or omission by you resulted in material financial or
          reputational harm to AIG.

    8.         Entire
              Agreement.  The Plan is
          incorporated herein by reference.  This
          Award Agreement, the Plan, the personalized information in Schedule A,
          and such other documents as may be provided to you pursuant to this Award
          Agreement regarding any  applicable service, performance or other vesting
          conditions and the size of your Award, constitute
          the entire agreement and understanding of the parties hereto with respect to
          the subject matter hereof and supersede all prior understandings and agreements
          with respect to such subject matter.  

    
       
     

     

    
       

       

       

    

  

  

  
    
       

    

    9.         Notices. 
          Any notice or communication required to be given or delivered to the Company
          under the terms of this Award Agreement shall be in writing (which may include
          an electronic writing) and addressed to the Corporate Secretary of AIG at its
          principal corporate offices as specified in Section 9.E
          of the Plan or, with respect to the acceptance of an Award, as specified in Schedule
            A or the Compensation Plan Grant Acceptance website.  Any notice required
          to be given or delivered to you shall be in writing (including an electronic
          writing) and addressed to you at your
        Company email address or your home address
          on file in the Company’s
          payroll or personnel records.  All notices shall be deemed to have been given
          or delivered upon:  personal delivery; electronic delivery or three (3)
          business days after deposit in the United States mail by certified or
          registered mail (return receipt requested) or one (1) business day after
          deposit with any return receipt express courier (prepaid).

    10.       Governing Law. 
          This Award Agreement will be governed by and construed in accordance with the
          laws of the State of New York, without regard to principles of conflict of laws.

    11.       Signatures.  Execution of this
          Award Agreement by AIG and/or you may be in the form of an electronic, manual
          or similar signature, and such signature shall be treated as an original
          signature for all purposes.   

    IN WITNESS
            WHEREOF, AMERICAN INTERNATIONAL GROUP, INC. has caused this Award
          Agreement to be duly executed and delivered as of the Date of Award specified
          in Schedule A. 

    AMERICAN INTERNATIONAL GROUP, INC.

    __________________________________

    By: 
        

               
                                               

    
       
     

    
       

       

       

    

  

  

  
    
       

    

    Schedule
              A

    ● Long-Term
            Incentive Award

     

    Recipient:                                                                   
          ●

    Employee
          ID:                                                               ●

    Date of
          Award Agreement:                                           ●

     

    
      	
              [[PSUs] [and] [RSUs] Award]

            	
              Target Number

            	
              Performance Period

            	
              Vesting Terms

            	
              Payment

            
	
              [PSUs] 

            	
              [●] 

            	
              [●] 

            	
              [●] 

            	
              [●] 

            
	
              [RSUs]   

            	
              [●] 

            	
              [●] 

            	
              [●] 

            	
              [●] 

            


    

     

    
      	
              [Options Award]

            	
              Number of Options

            	
              Exercise Price

            	
              Performance Period

            	
              Vesting Terms

            	
              Expiration Date

            
	
              [Time-Vesting Options] 

            	
              [●] 

            	
              [$●] 

            	
              [●] 

            	
              [●] 

            	
              [●] 

            
	
              [Performance-Vesting Options] 

            	
              [●] 

            	
              [$●] 

            	
              [●] 

            	
              [●] 

            	
              [●] 

            


    

     

    [The following
          termination treatment will supersede that provided in Section 6 of the Plan:
          ●]   

     

     

     

    
      	
              Receipt

            	
               

            	
               

            	
               

            
	
              Acknowledged:           
                  

            	
               

            	
               

            	
               

            
	
               

            	
              Signature

            	
               

            	
              Date

            
	
               

            	
               

            	
               

            	
               

            
	
              Address:

            	
               

            	
               

            	
               

            
	
               

            	
              Street

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
              City,
                                      State                   Zip Code

            	
               

            	
               

            


    

     

     

    In order to be eligible to
          receive your Award, you must
          agree to and either electronically consent or sign the Award Agreement within 90
              days of the receipt of this communication.  If you do not
            electronically consent to or sign the Award Agreement within 90 days, you may
            forfeit your Award.   

     

    [Insert
          instructions]