Exhibit
              10.36

       

      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]   (the “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 cash 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 cash 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 your 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, 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, (d) in connection with any investigation by the Company, or (e) where a
            prohibition or limitation on such communication is unlawful.

                   Nothing in this Award Agreement or any AIG policy prohibits or restricts you from communicating with or responding to any
            inquiry by the Securities and Exchange Commission, law enforcement, the Equal
            Employment Opportunity Commission [IF EMPLOYEE IS IN NEW YORK:, the New York State Division
            of Human Rights, the New York City Commission on Civil Rights or any other
            local commission on human rights, an attorney retained by you], or any other local, state,
            or federal governmental or regulatory authority, or any self-regulatory organization,
            provided that AIG does not waive any
            attorney-client privilege over any information provided by you that is
            appropriately covered by such privilege.

       

      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, (d) in connection
            with any investigation by the Company, or (e) where a prohibition or limitation on such
            communication is unlawful.  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 or you resign for
            Good Reason under the terms of the Plan, 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 or you resign for
            Good Reason under the terms of the Plan, 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 (other than if you resign for Good Reason under the terms of the Plan), 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 [apply to your Award] [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]