Item 5.02. Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangement of Certain Officers.

Appointment of James Cole, Jr.

On March 1, 2021, the Board of Directors (the "Board") of American International Group, Inc. (the "Company" or "AIG") appointed James Cole, Jr. as a director of AIG, effective March 15, 2021 (the "Effective Date"). No determinations as to Mr. Cole's committee appointments have been made at this time. AIG's press release announcing Mr. Cole's appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On the Effective Date, Mr. Cole will be granted a pro-rated annual award of deferred stock units, consistent with the compensation of AIG's independent directors, as described under "Corporate Governance - Compensation of Directors" in AIG's 2020 Proxy Statement filed with the Securities and Exchange Commission on March 31, 2020.

There are no arrangements or understandings between Mr. Cole and any other persons pursuant to which he was selected as a director. Mr. Cole has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.





Retirement of Henry Miller

On March 1, 2021, Henry Miller, a member of the Board, notified the Board and AIG of his decision to retire from the Board, effective as of AIG's 2021 Annual Meeting of Shareholders to be held on May 12, 2021, in accordance with Section VI(C) of AIG's Corporate Governance Guidelines which states that no individual shall stand for election as a director after reaching the age of 75, unless the Board waives this limitation.

Item 9.01. Financial Statements and Exhibits.






         (d)      Exhibits.

           99.1     Press release of American International Group, Inc., dated March
                  2, 2021.
         104      Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).

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