Exhibit 10.42


 


 


 


AlG Inc.





1271 Avenue of the Americas





Floor
41





New York, NY 10020-1304


 


Lucy Fato





Executive Vice President, General
Counsel &





Global Head of Communications and
Government Affairs





lucy.Fato@aig.com


 


October 28,
2021


 


Elias Habayeb


 


Dear Elias,


 


I am pleased
to confirm your new role
at American
International Group, Inc.
(“AIG”
or the “Company”) as set out below.


 


Title
and Effective Date.  Your new
title is Senior Vice
President, Chief
Financial Officer, Life & Retirement
 and Chief Accounting Officer, AIG.
The effective transfer
date into your new role was October 25, 2021.
The position is graded at level
28 under the Company’s
job grading system.


 


Location and Reporting Line.
 You will be
based in New York,
NY, and you will
report directly
to the Chief Executive Officer,
Life & Retirement  and
Chief Financial Officer,
AIG, jointly.


 


Total Direct Compensation.
Your initial annual target direct
compensation  in your new role
will be US$3,700,000
as follows:


 


		●	Base
                                         Salary.
                                         Your initial
                                         base cash salary
                                         will be at a
                                         rate of US$800,000
                                         per year.



 


		●	Short
                                         Term
                                         Incentive.
                                         Your
                                         annual  incentive
                                         target for 2022
                                         will
                                          be
                                         US$1,200,000.
                                         Your
                                         Short-Term Incentive
                                         Award will
                                         be
                                         subject to
                                         the terms
                                         and
                                         conditions
                                         of
                                         the
                                         applicable
                                         Short-Term
                                         Incentive Plan
                                         and will
                                         be payable
                                         when
                                         STI
                                         awards
                                         are
                                         regularly paid to
                                         similarly-situated
                                         active
                                         employees.



 


		●	Long Term Incentive.
A recommendation on
your behalf will be
made in 2022 to the Compensation
and Management Resources Committee (CMRC) of the Board of Directors or to the
appropriate body at Life & Retirement that you
be granted a 2022 LTI
award, under either
the AIG Long Term
Incentive Plan or the applicable Long Term
Incentive Plan adopted by
Life & Retirement,
based on a cash
target of $1,700,000.
Any such recommendation and grant is contingent
on you being an active
employee of the Company or
Life & Retirement
on the date of the grant,
and will be subject
to the terms and conditions
of the relevant Long Term
Incentive Plan
and the agreement governing
the grant.



 


Clawback
Policy.  Any bonus,
equity or equity-based award or other incentive
compensation  granted to you remains subject to
the AIG Clawback Policy and
any other clawback policies
as may be in effect from
time to time.


 


No Guarantee
of Employment or Target  Direct Compensation. 
This offer letter is not a guarantee of employment or target
direct compensation
for a fixed
term.



 



 










 



Entire Agreement. This offer
letter constitutes AIG’s only statement to you relating to your new role and supersedes any previous communications or representations,
oral or written, from or on behalf of AIG or any of its affiliates relating to your new role.


 


All other terms and conditions of your employment will
remain unchanged.


 


Congratulations
on your new role, Elias, and thank you for your ongoing contributions to AIG.


 


Sincerely,


 


AMERICAN INTERNATIONAL GROUP, INC.


 


/s/ Lucy Fato


 


Lucy Fato


 


I agree with and accept
the foregoing terms.







 





	/s/ Elias Habayeb	 	10/29/21	 
	 	 	 	 
	Elias Habayeb	 	Date