Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

Appointment of John G. Rice to the Board of Directors

On March 16, 2022, the Board of Directors (the "Board") of American International Group, Inc. (the "Company" or "AIG") appointed John G. Rice as a director of AIG, effective March 17, 2022. In connection with Mr. Rice's election, the Board increased its size from 12 to 13 directors, and he will join the Board to fill the resulting vacancy. No determinations as to Mr. Rice's committee appointments have been made at this time.

The Board has determined that Mr. Rice is an independent director under the New York Stock Exchange listing standards and the Company's independence guidelines, as set forth in its Corporate Governance Guidelines.

Mr. Rice will participate in the compensation program for independent directors as described under "Corporate Governance - Compensation of Directors" in AIG's 2021 Notice of Annual Meeting and Proxy Statement filed with the Securities and Exchange Commission on March 30, 2021.

There are no arrangements or understandings between Mr. Rice and any other person pursuant to which Mr. Rice was appointed to serve as a director. Mr. Rice has no family relationship with any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

AIG's press release announcing Mr. Rice's appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.





Director Retirements

John H. Fitzpatrick, Christopher S. Lynch and Amy L. Schioldager, who currently sit on the Company's Board, are not standing for reelection and will retire from the Board at the Annual Meeting on May 11, 2022. Mr. Lynch and Ms. Schioldager are not standing for reelection because they have joined the board of directors of SAFG Retirement Services, Inc., the holding company for the Company's Life and Retirement business, which is working towards an initial public offering.

Item 9.01. Financial Statements and Exhibits.






  (d)      Exhibits.

    99.1     Press release of American International Group, Inc., dated March 16,
           2022.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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