EX-10.59












Exhibit 10(59)




American International Group, Inc.




Senior Partners Plan

(Amended and Restated Effective December 31, 2008)





	1.	 	Purpose





     The Compensation and Management Resources Committee of the Board of Directors (the
“Committee”) of American International Group, Inc. (“AIG”) has determined that certain key
employees of AIG and its subsidiaries (together, the “Employer”) contribute substantially to the
long-term growth and profitability of AIG. AIG has created this AIG Senior Partners Plan (this
“Plan”) to reward these individuals and to provide incentives for their continued contribution to
the long-term performance of AIG.




	2.	 	Performance Periods





     This Plan will operate for successive overlapping three-year periods (each, a “Performance
Period”). The first Performance Period will be from January 1, 2004 through December 31, 2006.
The second Performance Period will be from January 1, 2005 through December 31, 2007. Thereafter,
each Performance Period will be for successive three calendar-year periods until the Plan is
terminated by the Committee.




	3.	 	SPUs and Participants





     A. Senior Partner Units. Senior Partner Units (“SPUs”) issued under this Plan will entitle
holders to receive cash distributions from AIG based on the annual growth in AIG’s adjusted book
value per share during the Performance Periods to which the SPU relates, subject to the terms and
conditions of this Plan.



     B. Participants. The Committee will, from time to time, determine (1) the key employees of
the Employer who will be awarded SPUs under this Plan (the “Participants”) and (2) the number of
SPUs held by each Participant.



     C. Status of Awards and Changes in Awards. A Participant’s number of SPUs will remain
constant until the Committee determines to increase or decrease the Participant’s SPUs or
terminates his or her status as a Participant. Unless determined otherwise by the Committee, an
award of SPUs, or an increase or decrease in the number of a Participant’s SPUs, will only affect
the number of SPUs outstanding with respect to Performance Periods that have at least 12 months
remaining in them at the time the Committee makes the award or determination. In addition, unless
determined otherwise by the Committee, an initial award of SPUs to a Participant may only be made
with respect to Performance Periods ending on or after the third anniversary of commencement of the
Participant’s employment with the Employer.



     D. Maximum Number of SPUs. A total of up to 30,000 SPUs may be outstanding with respect to
each Performance Period.



 









 






	4.	 	Weighted-Average SPU Value and Conditions





     A. Weighted-Average SPU Value. At the end of each Performance Period, the Committee will
determine the dollar amount (the “Weighted-Average SPU Value”) attributable to each SPU related to
the Performance Period and will communicate the Weighted-Average SPU Value to the Participants.
Subject to the conditions of this Plan, the Weighted-Average SPU Value for a Performance Period
will be equal to (1) two-thirds of the Yearly SPU Value of the final year in the Performance Period
plus (b) one-sixth of the Yearly SPU Value of each of the first two years in the Performance
Period.



     B. Definitions.




     (1) “Yearly SPU Value” means, for each year, (a) the Growth in Adjusted Book Value for
the year multiplied by (b) the Funding Percentage for the year divided by (c) the maximum
number of SPUs.




     (2) “Growth in Adjusted Book Value” means, for each year, the Adjusted Book Value at
the beginning of the year multiplied by the Percentage Growth in Adjusted Book Value Per
Share for the year. The determination of Growth in Adjusted Book Value and all its
component parts (including any adjustments made as part of such determination) will be made
by the Committee in its sole discretion in accordance with U.S. Generally Accepted
Accounting Principles.




     (3) “Adjusted Book Value” means, for any date, the total AIG shareholders’ equity as of
the date minus Accumulated Other Comprehensive Income (or plus Accumulated Other
Comprehensive Loss) as of such date (as reported in AIG’s Consolidated Statement of
Shareholders’ Equity), with such adjustments as the Committee may make in its sole
discretion.




     (4) “Percentage Growth in Adjusted Book Value Per Share” means, for any year, the
percentage increase (or decrease) in:




     (a) Adjusted Book Value at the end of the year divided by the number of shares
of AIG common stock outstanding at the end of the year over




     (b) Adjusted Book Value at the beginning of the year divided by the number of
shares of AIG common stock outstanding at the beginning of the year.




     (5) “Funding Percentage” means, for any year, the funding percentage determined by the
Committee from time to time. Initially the Funding Percentage will be 0.85% (until the
Committee establishes a different Funding Percentage).



     C. Effect of Decrease in Book Value. If the Yearly SPU Value is a negative number for any
year during a Performance Period, the Weighted-Average SPU Value for the Performance Period will be
calculated as if the Yearly SPU Value



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for that year was $0.00 except that (1) the Weighted-Average
SPU Value for the first Performance Period in which the year occurs will be reduced by the amount
of the negative Yearly SPU Value and (2) if such reduction would result in a Weighted-Average SPU
Value that is a negative number, the excess negative Yearly SPU Value will be carried forward to
reduce the Weighted-Average SPU Value for future Performance Periods (until the negative Yearly SPU
Value has been fully applied).



     D. Partners Plan Condition. Notwithstanding Section 4A, the Weighted-Average SPU Value of a
Performance Period will be $0.00 if the conditions are not satisfied for the funding threshold of
the AIG Partners Plan for the period ending with the same year as the Performance Period. The
Committee will, from time to time, designate the AIG Partners Plan and the funding threshold
condition that will apply for this Section 4D.




	5.	 	Vesting and Payouts of Weighted-Average SPU Value





     A. General. Except for SPUs related to the 2004-2006 and 2005-2007 Performance Periods, the
Weighted-Average SPU Value of each SPU will be paid out to Participants in cash in two equal
installments promptly after the third and fourth anniversaries of the first day of the last year of
the Performance Period to which the SPU relates (each a “Scheduled Payment Date”), but no later
than the end of the calendar year in which the relevant Scheduled Payment Date falls. The
Weighted-Average SPU Value of each SPU related to the 2004-2006 or 2005-2007 Performance Period
will be paid out to Participants in cash in two equal installments promptly after the fourth and
sixth anniversaries of the first day of the last year of the Performance Period to which the SPU
relates (the Scheduled Payment Dates for these SPUs), but no later than the end of the calendar
year in which the relevant Scheduled Payment Date falls. Except as provided in Sections 5B, 6 and
8A, if a Participant’s employment with the Employer is
terminated for any reason, the Participant’s rights in respect of any Weighted-Average SPU
Value that would be payable on a future Scheduled Payment Date will be forfeited and terminate.
Notwithstanding the foregoing, if a Scheduled Payment Date occurs at a time when a Participant is
considered by AIG to be one of its “covered employees” within the meaning of Section 162(m) of the
U.S. Internal Revenue Code of 1986, as amended (the “Code”), then, unless the Committee determines
otherwise, payout of the Weighted-Average SPU Value in respect of such Scheduled Payment Date may
be deferred by the Employer under the circumstances described in Section 409A until the earliest
date that the Employer reasonably anticipates that the deduction or payment will not be limited or
eliminated.



     B. Death, Disability or Retirement after Age 65. If a Participant dies, becomes subject to
Disability or terminates Employment by means of retirement at or after age 65 (“Retires”), in each
case while actively employed by the Employer, any remaining unpaid Weighted-Average SPU Values for
prior Performance Periods in respect of all SPUs granted to the Participant will be paid promptly
after the date of such event, but no later than 90 days after such event (if the Participant
becomes subject to Disability) or the end of the calendar year in which such event falls (if the
Participant Retires), as applicable. In addition, Weighted-Average SPU Value for any then-current
Performance Periods will be determined and paid in accordance with Section 6B. For this purpose,
“Disability” means a period of medically determined physical or mental impairment that is expected
to result in




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death or last for a period of not less than 36 months during which a Participant qualifies for
income replacement benefits under the Employer’s long-term disability plan for at least six months,
or, if a Participant does not participate in such a plan, a period of disability during which the
Participant is unable to engage in any substantial gainful activity by reason of any medically
determined physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 36 months.




     C. Election to Delay Payment. The Committee may, in its sole discretion, determine to defer
payment of the Weighted-Average SPU Value of SPUs or permit a Participant to elect to defer payment
of the Weighted-Average SPU Value of SPUs, in each case in a manner that conforms to the
requirements of Section 409A(a)(4) of the Code.



6. Vesting and Payout During a Performance Period




     A. General. Except as provided in Section 6B, if a Participant’s employment with the Employer
is terminated for any reason during a Performance Period, all of the Participant’s SPUs relating to
the Performance Period will be forfeited and terminate.



     B. Death, Disability or Retirement after Age 65.




     (1) If a Participant dies or becomes subject to Disability during a Performance
Period, in each case while actively employed by the Employer, the Participant will be paid
a pro-rated amount (based upon the number of whole or partial months the Participant was
employed during the Performance Period relative to 36 and the determination, in the
Committee’s sole discretion, of Growth in Adjusted Book Value through the date of the
Participant’s death or becoming subject to Disability) of the Weighted-Average SPU Value
for each SPU relating to the Performance Period ending within 12 months of the
Participant’s death or becoming subject to Disability. The payment of such amount will
occur promptly after such event (but no later than 90 days thereafter); or




     (2) If the Participant Retires during a Performance Period, while actively employed by
the Employer, the Participant will be paid a pro-rated amount (based upon the number of
whole or partial months the Participant was employed during the Performance Period relative
to 36) of the Weighted-Average SPU Value for each SPU relating to the Performance Period
ending within 12 months of the Participant’s Retirement. The payment of such amount will
occur as soon as is practicable in the calendar year immediately following the end of such
Performance Period when performance has been determined (but no later than the end of such
year).



     No Weighted-Average SPU Value will be paid with respect to any Performance Period ending more
than 12 months after termination of employment with the Employer.



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7. Dividend-Related Payments




     A. General. Each Participant will be paid a cash dividend-related amount on March 31, June
30, September 30 and December 31 based upon their unpaid Weighted-Average SPU Value. The quarterly
dividend-related payment for each Participant will equal (1) the aggregate unpaid Weighted-Average
SPU Value of the Participant’s SPUs at the beginning of the quarter multiplied by (2) the total
cash dividends AIG pays on its common stock during the quarter divided by (3) the Adjusted Book
Value at the beginning of the quarter.



     B. Termination of Employment. If a Participant’s employment with the Employer is terminated
for any reason, the Participant’s rights to receive any further dividend-related payment will
terminate.



8. Administration of this Plan




     A. General. This Plan will be administered by the Committee. Actions of the Committee may be
taken by the vote of a majority of its members. The Committee may allocate among its members and
delegate to any person who is not a member of the Committee any of its administrative
responsibilities. The Committee will have power to interpret this Plan, to make regulations for
carrying out its purpose and to make all other determinations in connection with its administration
(including, without limitation, whether a Participant has become subject to Disability), all of
which will, unless otherwise determined by the Committee, be final, binding and conclusive.
Subject to Section 9N, the Committee will have the power to increase or decrease the
Weighted-Average SPU Value of a Participant’s SPUs. In addition, the Committee may, in its sole
discretion, reinstate any SPUs, Weighted-Average SPU Values or dividend-related payments that would
otherwise have been terminated and forfeited because of a Participant’s termination of employment,
if the Participant complies with any covenants, agreements or conditions that the Committee may
impose; provided, however, that any such payments will not be paid until the scheduled times set
forth in this Plan.



     B. Non-Uniform Determinations. The Committee’s determinations under this Plan need not be
uniform and may be made by it selectively among persons who receive, or are eligible to receive,
SPUs under this Plan (whether or not such persons are similarly situated). Without limiting the
generality of the foregoing, the Committee will be entitled, among other things, to make
non-uniform and selective determinations as to the persons to become Participants.



     C. Determination of Employment. The Committee will have the right to determine itself with
respect to any Participant the commencement date of the Participant’s employment with the Employer
solely for purposes of this Plan, separate and apart from any determination as may be made by AIG
or its subsidiaries with respect to the individual’s employment.



     D. Amendments. The Committee will have the power to amend this Plan in any manner and at any
time, including in a manner adverse to the rights of the Participants; provided that,
notwithstanding the foregoing, the Committee may not accelerate or postpone any payment to a
Participant to occur at a time other than the time provided for in this Plan.



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     E. No Liability. No member of the Board of Directors of AIG or the Committee or any employee
of the Employer (each, a “Covered Person”) will have any liability to any person (including any
Participant) for any action taken or omitted to be taken or any determination made in good faith
with respect to this Plan or any Participant’s participation in it. Each Covered Person will be
indemnified and held harmless by AIG against and from any loss, cost, liability, or expense
(including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in
connection with or resulting from any action, suit or proceeding to which such Covered Person may
be a party or in which such Covered Person may be involved by reason of any action taken or omitted
to be taken under this Plan and against and from any and all amounts paid by such Covered Person,
with AIG’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any
judgment in any such action, suit or proceeding against such Covered Person, provided that AIG will
have the right, at its own expense, to assume and defend any such action, suit or proceeding and,
once AIG gives notice of its intent to assume the defense, AIG will have sole control over such
defense with counsel of AIG’s choice. To the extent any taxable expense reimbursement under this
paragraph is subject to Section 409A, (x) the amount thereof eligible in one taxable year shall not
affect the amount eligible in any other taxable year; (y) in no event shall any expenses be
reimbursed after the last day of the taxable year following the taxable year in which the Covered
Person incurred such expenses; and (z) in no event shall any right to reimbursement be subject to
liquidation or exchange for another benefit. The foregoing right of indemnification will not be
available to a Covered Person to the extent that a court of competent jurisdiction in a final
judgment or other final adjudication, in either case, not subject to further appeal, determines
that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted
from such Covered Person’s bad faith, fraud or willful misconduct. The foregoing right of
indemnification will not be exclusive of any other rights of indemnification to which Covered
Persons may be entitled under AIG’s Restated Certificate of Incorporation or Bylaws, as a matter of
law, or otherwise, or any other power that AIG may have to indemnify such persons or hold them
harmless.



     F. Adjustments. The Committee will have the authority (but will not be required) to adjust
equitably the Annual Growth in Adjusted Book Value and all its component parts to preserve the
benefits or potential benefits intended to be made available to Participants for any change in the
AIG common stock resulting from a recapitalization, stock split, stock dividend, combination or
exchange of shares of AIG common stock, merger, consolidation, rights offering, separation,
reorganization or liquidation, or any other change in the corporate structure or shares of AIG;
provided that no such adjustment shall be made if or to the extent that it would cause any payment
under this Plan to fail to comply with Section 409A. In addition, the Committee will have the
authority (but will not be required) to adjust the Weighted-Average SPU Values for previous and
current Performance Periods for any restatements of AIG’s financial statements, including adjusting
unpaid Weighted-Average SPU Values to reflect over or under payment of a vested installment with
respect to a prior Performance Period. For the avoidance of doubt, the Committee may, in its sole
discretion, decline to adjust the terms of any outstanding SPU if it determines that such
adjustment would violate applicable law or result in adverse tax consequences to the Participant or
to the Company.



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     G. Other. In furtherance of AIG’s policies, notwithstanding Section 3, if any Participant is
a shareholder in C.V. Starr & Co., Inc. on March 31, 2006, such person will cease to be a
Participant, his or her SPUs will be forfeited and terminate and he or she will have no rights
under this Plan (in each case, unless the Committee determines otherwise).



9. General Rules




     A. No Funding. AIG will be under no obligation to fund or set aside amounts to pay
obligations under this Plan. Participants will have no rights to the Weighted-Average SPU Value
other than as a general unsecured creditor of AIG.



     B. Tax Withholding. As a condition to the payment of any amount under this Plan or in
connection with any other event that gives rise to a federal or other governmental tax withholding
obligation (1) AIG may deduct or withhold (or cause to be deducted or withheld) from any payment to
a Participant whether or not pursuant to this Plan or (2) the Committee will be entitled to require
that the Participant remit cash to AIG (through payroll deduction or otherwise), in each case, in
an amount sufficient in the opinion of AIG to satisfy such withholding obligation.



     C. No Rights to Other Payments. The provisions of this Plan provide no right or eligibility
to a Participant to any other payouts from AIG or its subsidiaries under any other alternative
plans, schemes, arrangements or contracts AIG may have with any employees or group of employees of
AIG or its subsidiaries.



     D. No Effect on Benefits. Grants and payments under this Plan will constitute a special
discretionary incentive payment to the Participants and will not be required to be taken into
account in computing the amount of salary or compensation of the Participants for the purpose of
determining any contributions to or any benefits under any pension, retirement, profit-sharing,
bonus, life insurance, severance or other benefit plan of the Employer or under any agreement with
the Participant, unless the Employer specifically provides otherwise.



     E. Section 409A.




     (1) SPUs are intended to provide payments that are “deferred compensation” subject to
Section 409A, and this Plan is intended to, and will be interpreted, administered and
construed to, comply with Section 409A with respect to the SPUs. For this purpose,
“Section 409A” means Section 409A of the Code, including any amendments or successor
provisions to that section, and any regulations and other administrative guidance
thereunder, in each case as they may be from time to time amended or interpreted through
further administrative guidance. The Committee will have full authority to give effect to
the intent of this Section 9E.




     (2) Without limiting the generality of Section 9E(1), (a) references to the
termination of a Participant’s employment with respect to SPUs will mean the Participant’s
separation from service with the Employer within the meaning of Section 409A, and (b) the
right to dividend-related payments



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pursuant to Section 7 will be treated separately from the right to payment of the
Weighted-Average SPU Value of SPUs for all purposes of Section 409A.




     (3) Any payment to be made under the SPUs in connection with termination of a
Participant’s employment (and any other payment under this Plan) that would be subject to
the limitations in Section 409A(a)(2)(b) of the Code will be delayed until six months after
termination of the Participant’s employment (or earlier death) in accordance with the
requirements of Section 409A.




     (4) Each payment under the SPUs will be treated as a separate payment for purposes of
Section 409A.



     F. Severability. If any of the provisions of this Plan is finally held to be invalid, illegal
or unenforceable (whether in whole or in part), such provision will be deemed modified to the
extent, but only to the extent, of such invalidity, illegality or unenforceability and the
remaining provisions will not be affected thereby; provided that if any of such provisions is
finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope
determined to be acceptable to permit such provision to be enforceable, such provision will be
deemed to be modified to the minimum extent necessary to modify such scope in order to make such
provision enforceable hereunder.



     G. Entire Agreement. This Plan contains the entire agreement of the parties with respect to
the subject matter thereof and supersedes all prior agreements, promises, covenants, arrangements,
communications, representations and warranties between them, whether written or oral with respect
to the subject matter thereof.



     H. Waiver of Claims. Each Participant recognizes and agrees that prior to being selected by
the Committee to receive a SPU he or she has no right to any benefits under this Plan. Accordingly,
in consideration of the Participant’s receipt of any SPU hereunder, he or she expressly waives any
right to contest the amount of any SPU, the terms of this Plan, any determination, action or
omission hereunder by the Committee or AIG or any amendment to this Plan.



     I. No Third Party Beneficiaries. Except as expressly provided therein, this Plan will not
confer on any person other than AIG and the Participant any rights or remedies thereunder. The
exculpation and indemnification provisions of Section 8E will inure to the benefit of a Covered
Person’s estate and beneficiaries and legatees.



     J. AIG’s Successors and Assigns. The terms of this Plan will be binding upon and inure to the
benefit of AIG and its successors and assigns.



     K. Nonassignability. The SPUs, Weighted-Average SPU Values and dividend-related payments will
not be assignable, transferable, pledged, hedged or in any manner alienated, whether by operation
of law or otherwise, except as a result of death or incapacity where such rights are passed
pursuant to a will or by operation of law. The Committee may in its sole discretion acknowledge
the written direction by a Participant to transfer his/her SPUs under this Plan to a revocable



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grantor trust in such form and on such conditions as the Committee may require in its sole
discretion. Any assignment, transfer, pledge, or other disposition in violation of the provisions
of this Section 9L will be null and void and any SPUs which are hedged in any manner will
immediately be forfeited.



     L. Right to Discharge. Nothing contained in this Plan or in any SPU will confer on any
Participant any right to be continued in the employ of the Employer or to be included in any future
plans of a similar nature.



     M. Consent. If the Committee will at any time determine that any consent (as hereinafter
defined) is necessary or desirable as a condition of, or in connection with, the granting of any
SPUs, determination of the Weighted-Average SPU Value or the payment of any amount under this Plan,
or the taking of any other action thereunder (each such action, a “plan action”), then such plan
action will not be taken, in whole or in part, unless and until such consent will have been
effected or obtained to the full satisfaction of the Committee; provided that if such consent has
not been so effected or obtained as of the latest date provided by this Plan for payment of such
amount and further delay is not permitted in accordance with the requirements of Section 409A, such
amount will be forfeited and terminate notwithstanding any prior earning or vesting.




The term “consent” as used in this paragraph includes (1) any and all listings,
registrations or qualifications in respect thereof upon any securities exchange or
under any federal, state, or local law, or law, rule or regulation of a
jurisdiction outside the United States, (2) any other matter, which the Committee
may deem necessary or desirable to comply with the terms of any such listing,
registration or qualification or to obtain an exemption from the requirement that
any such listing, qualification or registration be made, (3) any and all other
consents, clearances and approvals in respect of a plan action by any governmental
or other regulatory body or any stock exchange or self-regulatory agency and (4)
any and all consents required by the Committee.



     N. Subject to Any AIG Section 162(m) Plan. AIG may, in any year, propose a Section 162(m)
compliant performance incentive award plan (the “AIG Section 162(m) Plan”). If an AIG Section
162(m) Plan is proposed and approved by the AIG stockholders in accordance with Section
162(m)(4)(C) of the Code and Treasury Regulation Section 1.162-27(e)(4), this Plan will function as
a sub-plan under the AIG Section 162(m) Plan, whereby performance compensation amounts payable
under the AIG Section 162(m) Plan can be paid in part by accruing Weighted-Average SPU Values with
respect to a Performance Period. If the AIG Section 162(m) Plan is proposed and not so approved by
the AIG stockholders, the SPUs will terminate and no further Weighted-Average SPU Values will
accrue under this Plan.



     O. Adoption. This Plan was originally adopted on November 30, 2005 by the Committee. This
Plan was amended and restated by the Committee on March 15, 2006, further amended by the Committee
on March 11, 2008, and further amended and restated by the Committee on November 11, 2008.



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10. Disputes




     A. Governing Law. This Plan will be governed by and construed in accordance with the laws of
the State of New York, without regard to principles of conflict of laws.



     B. Arbitration. Subject to the provisions of this Section 10, any dispute, controversy or
claim between AIG and a Participant, arising out of or relating to or concerning this Plan or any
SPU, will be finally settled by arbitration in New York City before, and in accordance with the
rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to
arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration
Association (the “AAA”) in accordance with the commercial arbitration rules of the AAA. Prior to
arbitration, all claims maintained by a Participant must first be submitted to the Committee in
accordance with claims procedures determined by the Committee.



     C. Jurisdiction. AIG and each Participant hereby irrevocably submit to the exclusive
jurisdiction of a state or federal court of appropriate jurisdiction located in the Borough of
Manhattan, the City of New York over any suit, action or proceeding arising out of or relating to
or concerning this Plan or any SPU that is not otherwise arbitrated or resolved according to
Section 10B. AIG and each Participant acknowledge that the forum designated by this section has a
reasonable relation to this Plan and to such Participant’s relationship with AIG.



     D. Waiver. AIG and each Participant waive, to the fullest extent permitted by applicable law,
any objection which AIG and such Participant now or hereafter may have to personal jurisdiction or
to the laying of venue of any such suit, action or proceeding in any court referred to in Section
10C. AIG and each Participant undertake not to commence any action, suit or proceeding arising out
of or relating to or concerning this Plan or any SPU in any forum other than a forum described in
Section 10C.



     E. Service of Process. Each Participant irrevocably appoints the Secretary of AIG at 70 Pine
Street, New York, New York 10270, U.S.A. as his or her agent for service of process in connection
with any action, suit or proceeding arising out of or relating to or concerning this Plan or any
SPU that is not otherwise arbitrated or resolved according to Section 10A. The Secretary will
promptly advise the Participant of any such service of process.



     F. Confidentiality. Each Participant must keep confidential any information concerning any
grant made under this Plan and any dispute, controversy or claim relating to this Plan, except that
a Participant may disclose information concerning a dispute or claim to the court that is
considering such dispute or to such Participant’s legal counsel (provided that such counsel agrees
not to disclose any such information other than as necessary to the prosecution or defense of the
dispute).



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11. Term of Plan




     This Plan will continue until suspended or terminated by the Committee in its sole discretion.
Any termination of this Plan will be done in a manner that the Committee determines complies with
Section 409A.



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