Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Paola Bergamaschi to the Board of Directors

On November 2, 2022, Paola Bergamaschi was appointed to the Board of Directors (the "Board") of American International Group, Inc. (the "Company" or "AIG"), effective December 1, 2022. Committee appointments for Ms. Bergamaschi will be made at a later date.

Ms. Bergamaschi has been determined to be an independent director in accordance with the New York Stock Exchange listing standards and the Company's independence guidelines, as set forth in its Corporate Governance Guidelines.

Ms. Bergamaschi will participate in the compensation program for independent directors as described under "Corporate Governance - Compensation of Directors" in AIG's 2022 Notice of Annual Meeting and Proxy Statement, which was filed with the Securities and Exchange Commission on March 29, 2022.

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

Appointment of John G. Rice as Lead Independent Director effective January 1, 2023; Douglas M. Steenland has decided not to stand for reelection in 2023

On November 2, 2022, the Board appointed John G. Rice as the Board's lead independent director, effective January 1, 2023, and Douglas M. Steenland has decided that he will not stand for reelection to the Board at the Company's 2023 annual meeting of shareholders.

AIG's press release announcing Ms. Bergamaschi's appointment, Mr. Rice's appointment to the role of lead independent director, and Mr. Steenland's decision not to stand for reelection to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. References to Internet websites and social media sites in the press release are provided for convenience only. Information available through those websites and social media sites is not incorporated by reference into this Form 8-K.

Item 9.01. Financial Statements and Exhibits.





(d)      Exhibits.
  99.1     Press release of American International Group, Inc., dated November 3,
         2022.
104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document).

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