EX-10.6



 





Exhibit 10.6




American International Group, Inc.



2007 Non-Employee Director Compensation




     The following non-employee director compensation arrangements will take effect as of the close
of business on May 16, 2007:




	1.	 	Annual cash retainer for all non-employee directors of $75,000, payable in four equal
installments on the first business day of each quarter in advance of service. No attendance
fees will be paid for Board meetings, including executive sessions. Beginning for 2008,
directors may elect to defer the amount of any retainer into deferred stock units (“DSUs”)
under the AIG 2007 Stock Incentive Plan (the “Plan”).






	2.	 	Additional cash retainer and cash meeting fees for non-employee members of standing
committees as follows:






	 	 	– Annual retainer for Chairman of the Audit Committee: $25,000
	 
	 	 	– Annual retainer for other committee Chairmen: $15,000
	 
	 	 	– Annual retainer for non-Chairmen committee members: $5,000 per committee
	 
	 	 	– Meeting fees: $1,500 per meeting.1
	 
	 	 	Retainers will be paid in four equal installments on the first business day of each quarter
in advance of service and meeting fees will be paid on the first business day of each
quarter for prior service. Beginning for 2008, directors may elect to defer the amount of
these retainers and committee fees into DSUs under the Plan.
	 
	3.	 	Additional cash retainer for the Chairman of the Board of $200,000, payable in four equal
installments on the first business day of each quarter in advance of service and an additional
annual retainer of $150,000 for Mr. Frank Zarb, former Interim Chairman of the Board, which
will be paid in the same manner. Neither the Chairman, as an ex officio member of all standing
committees, nor Mr. Zarb, as a non-voting member of all standing committees, receives
committee annual retainers or committee meeting attendance fees. Beginning for 2008, the
Chairman and Mr. Zarb may elect to defer the amount of these additional retainers into DSUs
under the Plan.
	 
	4.	 	Annual grant of $125,000 in DSUs under the Plan. Annual grants will be made on the date of
the Annual Meeting.
	 
	5.	 	The value of the DSUs received as part of the annual grant described above will be
determined based upon the closing sale price of AIG common stock on the date of the Annual
Meeting. The value of the DSUs received in connection with the deferral of any retainer or
fees described above will be determined based upon the closing sale price of AIG common stock
on the date the retainer or fees would otherwise be due. DSUs include dividend equivalent
rights that entitle the director to a quarterly payment, in the form of DSUs, equal to the
amount of any regular quarterly dividend that







 




			
	1	 	Meeting fees will also be paid to any
non-employee director who attends a meeting of a committee of which he or she
is not a member so long as attendance is at the invitation of the chairman of
that committee and also to any non-employee director who attends
a meeting of AIG’s International Advisory Board.




 









 











	 	 	would have been paid by AIG if shares of Common Stock that underlie the DSUs had been
outstanding.
	 
	6.	 	In the event any director retires or otherwise ceases to be a director before the
completion of his or her full annual term of office, the delivery of all shares of Common
Stock underlying DSUs, including with respect to all accrued amounts for any committee fees,
will be paid and/or delivered on the last trading day of the month in which the director
ceases to be a director.