AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02.

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e)

Long Term Incentive Plan

On March15, 2017, the Compensation and Management Resources
Committee (the Committee) of the Board of Directors (the Board)
of American International Group, Inc. (AIG) adopted the AIG Long
Term Incentive Plan (the LTI Plan). The LTI Plan, which will be
administered by the Committee, replaces the 2013 AIG Long Term
Incentive Plan (the Prior Plan) for future awards. Consistent
with the Prior Plan, the LTI Plan is intended to provide selected
officers and key employees of AIG with incentives to contribute
to the long-term performance of AIG in a manner that
appropriately balances risk and rewards. The LTI Plan provides
for grants of performance share units that are earned based on
achievement of performance criteria during a three-year
performance period and restricted stock units that are earned
based on continued employment throughout the three-year
performance period, unless the Committee determines a different
period is appropriate for some or all participants. Earned
performance share units may range from 0 to 200percent of a
participants target award based on achievement of the applicable
performance metrics during the performance period. Participants
may also receive dividend equivalent rights in the form of
additional performance share units or restricted stock units,
which will accrue commencing with the first dividend record date
of AIG common stock following the grant date of the award and
only be paid upon vesting. Earned awards under the LTI Plan will
vest as specified in the applicable award agreement and be
settled in shares of AIG common stock (or, at the election of
AIG, cash equal to the fair market value thereof).

Awards and payments under the LTI Plan are subject to forfeiture
and repayment to the extent provided in the AIG Clawback Policy,
or any other such AIG clawback policy as in effect from time to
time. All awards under the LTI Plan will be granted under, and
will be subject to the terms and conditions of, the AIG 2013
Omnibus Incentive Plan, as amended from time to time, or any
successor plan as approved by AIGs shareholders. Copies of the
LTI Plan and form of AIG Long Term Incentive Award Agreement are
attached as Exhibits 10.1 and 10.2, respectively, and are
incorporated into this Item 5.02 by reference. The foregoing
summary is qualified in its entirety by reference thereto.

March 15, 2017 Compensation Determinations

On March 15, 2017, the Committee determined that 2016 short-term
incentive awards for members of AIGs Executive Leadership Team
(other than to Peter D. Hancock, President and Chief Executive
Officer) were earned at 40% of each members individual target
amount.

On March 15, 2017, the Committee also made regular 2017 grants
under the LTI Plan to each member of AIGs Executive Leadership
Team (other than to Mr. Hancock). Grants were 70% in the form of
performance share units and 30% in the form of restricted stock
units, with both types of units vesting and being distributed at
the end of the relevant three-year performance period and with
performance share units continuing to be based on AIGs relative
total shareholder return and using relative option adjusted
spread as a gating metric. For our continuing named executive
officers, Mr. Sid Sankaran, Chief Financial Officer, and Mr.
Kevin Hogan, Executive Vice President Consumer, grants were based
on previously disclosed long-term incentive targets. The
Committee also made one-time grants of restricted stock units
under the LTI Plan to each member of AIGs Executive Leadership
Team (other than Mr. Hancock) designed to provide for continuity
during this time of transition, including 93,414 restricted stock
units to Mr.Sankaran, 108,983 restricted stock units to Mr. Doug
Dachille, Executive Vice President and Chief Investment Officer,
101,198 restricted stock units to Mr. Hogan and 97,306 to Mr.
Robert Schimek, Executive Vice President Commercial.

The restricted stock units vest on the second anniversary of the
grant date subject to the participants continued employment
through such date (or earlier involuntary termination without
cause).

Chief Executive Officer Arrangements

On March 17, 2017, upon the Committees recommendation, the Board
approved a letter agreement between AIG and Mr. Hancock, in
connection with Mr. Hancocks previously announced transition. The
letter agreement provides that Mr. Hancock will continue to serve
as Chief Executive Officer and director until a successor has
been named or, if earlier, December 31, 2017 (the Transition
Period). Upon his termination, Mr. Hancock will receive benefits
consistent with a termination without cause under the AIG 2012
Executive Severance Plan as described in AIGs 2016 Proxy
Statement under the caption Potential Payments on Termination. In
consideration of his service during the Transition Period, Mr.
Hancock will be eligible to receive a cash payment of $5,000,000
for service through the Transition Period. He will also continue
to receive his normal 2017 compensation. A copy of the letter
agreement is attached as Exhibit 10.3 and is incorporated into
this Item 5.02 by reference. The foregoing summary regarding the
letter agreement is qualified in its entirety by reference
thereto.

On March 17, 2017, upon the Committees recommendation and after
discussion with Mr. Hancock, the Board determined that Mr.Hancock
would not earn a 2016 short-term incentive award and approved a
2017 grant under the LTI Plan to Mr.Hancock based on his
previously disclosed long-term target, 50% in the form of
performance share units and 50% in the form of restricted stock
units and having the same terms as those made to other members of
AIGs Executive Leadership Team.

Voluntary Information

AIG notes that this Item includes voluntary information, and AIG
is not undertaking any obligation to update such information.

Section9 Financial Statements and Exhibits

Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit10.1 American International Group, Inc. Long Term Incentive Plan
Exhibit 10.2 Form of AIG Long Term Incentive Award Agreement
Exhibit10.3 Letter Agreement between American International Group, Inc.
and Peter D. Hancock, dated March17, 2017


About AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG)

American International Group, Inc. (AIG) is an insurance company. The Company provides a range of property casualty insurance, life insurance, retirement products, mortgage insurance and other financial services to customers in over 100 countries and jurisdictions. The Company operates through two segments: Commercial Insurance and Consumer Insurance, as well as a Corporate and Other category. Commercial Insurance has three operating segments: Property Casualty, Mortgage Guaranty and Institutional Markets. Commercial Insurance segment is a provider of insurance products and services for commercial and institutional customers. Consumer Insurance also has three operating segments: Retirement, Life and Personal Insurance. Consumer Insurance is a franchise that offers a portfolio of retirement, life insurance and property casualty products through multiple distribution networks. Corporate and Other includes the Company, as well as certain legacy assets and run-off insurance businesses.

AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) Recent Trading Information

AMERICAN INTERNATIONAL GROUP, INC. (NYSE:AIG) closed its last trading session down -0.49 at 62.42 with 16,403,338 shares trading hands.

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