EX-10.6






Exhibit
10(6)


AMERICAN INTERNATIONAL GROUP, INC.




AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN





 









 








AMERICAN INTERNATIONAL GROUP, INC.

Amended and Restated 2002 Stock Incentive Plan




Table of Contents




	 	 	 	 	 
	 
	 	 	 	 
	ARTICLE I —GENERAL
	 	 	 	 
	1.1 Purpose
	 	 	1	 
	1.2 Definitions of Certain Terms
	 	 	1	 
	1.3 Administration
	 	 	2	 
	1.4 Persons Eligible for Awards
	 	 	4	 
	1.5 Types of Awards Under Plan
	 	 	4	 
	1.6 Shares of Common Stock Available for Awards
	 	 	4	 
	 
	 	 	 	 
	ARTICLE II —AWARDS UNDER THE PLAN
	 	 	 	 
	2.1 Agreements Evidencing Awards
	 	 	5	 
	2.2 No Rights as a Shareholder
	 	 	5	 
	2.3 Grant of Restricted Shares of Common Stock
	 	 	5	 
	2.4 Grant of Restricted Stock Units
	 	 	6	 
	2.5 Grant of Dividend Equivalent Rights
	 	 	6	 
	2.6 Other Stock-Based Awards
	 	 	6	 
	2.7 Certain Restrictions
	 	 	7	 
	 
	 	 	 	 
	ARTICLE III —MISCELLANEOUS
	 	 	 	 
	3.1 Amendment of the Plan
	 	 	7	 
	3.2 Tax Withholding
	 	 	7	 
	3.3 Required Consents and Legends
	 	 	8	 
	3.4 Nonassignability; No Hedging
	 	 	8	 
	3.5 Successor Entity
	 	 	9	 
	3.6 Right of Discharge Reserved
	 	 	9	 
	3.7 Nature of Payments
	 	 	9	 
	3.8 Non-Uniform Determinations
	 	 	9	 
	3.9 Other Payments or Awards
	 	 	10	 
	3.10 Plan Headings
	 	 	10	 
	3.11 Termination of Plan
	 	 	10	 
	3.12 Governing Law
	 	 	10	 
	3.13 Severability; Entire Agreement
	 	 	10	 
	3.14 Waiver of Claims
	 	 	11	 
	3.15 No Third Party Beneficiaries
	 	 	11	 
	3.16 Successors and Assigns of AIG
	 	 	11	 
	3.17 Section 409A
	 	 	11	 
	3.18 No Liability With Respect to Tax Qualification or Adverse Tax
Treatment
	 	 	12	 
	3.19 Date of Adoption and Approval of Shareholders
	 	 	13	 






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AMERICAN INTERNATIONAL GROUP, INC.

AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN




ARTICLE I—GENERAL




1.1 PURPOSE




     The purpose of the American International Group, Inc. Amended and Restated 2002 Stock
Incentive Plan is to attract, retain and motivate officers, directors, employees (including
prospective employees), consultants and others who may perform services for the Company, to
compensate them for their contributions to the long-term growth and profits of the Company, and to
encourage them to acquire a proprietary interest in the success of the Company.



1.2 DEFINITIONS OF CERTAIN TERMS




     “AIG” means American International Group, Inc. or a successor entity contemplated by
Section 3.5.



     “Award” means an award made pursuant to the Plan.



     “Award Agreement” means the written document by which each Award is evidenced.



     “Board” means the Board of Directors of AIG.



     “Certificate” means a stock certificate (or other appropriate document or evidence of
ownership) representing shares of Common Stock of AIG.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the
applicable rulings and regulations thereunder.



     “Committee” shall have the meaning set forth in Section 1.3.1.



     “Common Stock” means the common stock of AIG, par value $2.50 per share.



     “Company” means AIG and its subsidiaries.



     “Covered Person” shall have the meaning set forth in Section 1.3.3.



     “Employment” means a grantee’s performance of services for the Company, as determined by the
Committee. The terms “employ” and “employed” shall have their correlative meanings.



 









 





     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and
the applicable rules and regulations thereunder.



     “Fair Market Value” means, with respect to a share of Common Stock on any day, the fair market
value as determined in accordance with a valuation methodology approved by the Committee.



     “Plan” means the American International Group, Inc. Amended and Restated 2002 Stock Incentive
Plan, as described herein and as hereafter amended from time to time.



     “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.



     “Treasury Regulations” means the regulations promulgated under the Code by the United States
Internal Revenue Service, as amended.



1.3 ADMINISTRATION



     1.3.1 Except as otherwise provided herein, the Plan shall be administered by a committee (the
“Committee”) of the Board to be drawn solely from members of the Board who are not and have not
been officers of the Company. The Committee is authorized, subject to the provisions of the Plan,
to establish such rules and regulations as it deems necessary for the proper administration of the
Plan and to make such determinations and interpretations and to take such action in connection with
the Plan and any Award granted thereunder as it deems necessary or advisable. All determinations
and interpretations made by the Committee shall be final, binding and conclusive on all grantees
and on their legal representatives and beneficiaries. The Committee shall have the authority, in
its absolute discretion, to determine the persons who shall receive Awards, the time when Awards
shall be granted, the terms of such Awards and the number of shares of Common Stock, if any, which
shall be subject to such Awards. Unless otherwise provided in an Award Agreement, but subject to
Section 3.17, the Committee shall have the authority, in its absolute discretion, to (i) amend any
outstanding Award Agreement in any respect, whether or not the rights of the grantee of such Award
are adversely affected, including, without limitation, to accelerate the time or times at which the
Award becomes vested, unrestricted or may be exercised, waive or amend any goals, restrictions or
conditions set forth in such Award Agreement, or impose new goals, restrictions and conditions, or
reflect a change in the grantee’s circumstances and (ii) determine whether, to what extent and
under what circumstances and method or methods (A) Awards may be (1) settled in cash, shares of
Common Stock, other securities, other Awards or other property or (2) canceled, forfeited or
suspended, (B) shares of Common Stock, other securities, other Awards or other property, and other
amounts payable with respect to an Award may be deferred either automatically or at the election of
the grantee thereof or of the Committee and (C) Awards may be settled by the Company or any of its
designees, provided that the Committee may not amend the terms of any outstanding Award without
shareholder approval, unless such amendment is a result of a grantee’s termination from employment
due to



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retirement, death, disability or a change of control. Notwithstanding anything to the
contrary contained herein, the Board may, in its sole discretion, at any time and from time to
time, grant Awards (including grants to members of the Board who are not employees of the Company)
or administer the Plan, in which case the Board shall have all of the authority and responsibility
granted to the Committee herein. To the extent any Award is made to an “officer” (as defined for
purposes of Rule 16a-1(f) under the Exchange Act) or director of AIG, the Award shall be made by
the full Board or a committee or subcommittee of the Board composed of at least two ‘non-employee
directors’ (as defined in Rule 16b-3 under the Exchange Act).




     1.3.2 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.



     1.3.3 No member of the Board or the Committee or any employee of the Company (each such person
a “Covered Person”) shall have any liability to any person (including any grantee) for any action
taken or omitted to be taken or any determination made in good faith with respect to the Plan or
any Award. Each Covered Person shall 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 the Plan or any Award Agreement 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 shall 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 shall 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 shall 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 shall 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.



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1.4 PERSONS ELIGIBLE FOR AWARDS




     Awards under the Plan may be made to such officers, directors, employees (including
prospective employees), consultants and other individuals who may perform services for the Company,
as the Committee may select, except that no Award may be made to directors who are not employees of
the Company without shareholder approval.



1.5 TYPES OF AWARDS UNDER PLAN




     Awards may be made under the Plan in the form of (a) restricted stock, (b) restricted stock
units, (c) dividend equivalent rights and (d) other equity-based or equity-related Awards which the
Committee determines to be consistent with the purposes of the Plan and the interests of the
Company. AIG, however, will not grant stock options pursuant to the Plan.



1.6 SHARES OF COMMON STOCK AVAILABLE FOR AWARDS




     1.6.1 Common Stock Subject to the Plan. Subject to adjustment as provided in Section 1.6.2
hereof, the maximum number of shares that may be issued under the Plan through December 31, 2002 is
fifteen million (15,000,000) shares of Common Stock and in each calendar year thereafter shall be
the sum of (a) one million (1,000,000) shares of Common Stock and (b) the number of shares of
Common Stock available for issuance under the Plan in the previous calendar year but not issued in
such year. Such shares of Common Stock may, in the discretion of the Committee, be
either authorized but unissued shares or shares previously issued and reacquired by AIG. If
any Award shall expire, terminate or otherwise lapse, in whole or in part, any shares of Common
Stock subject to such Award (or portion thereof) shall again be available for issuance under the
Plan.



     1.6.2 Adjustments. The Committee shall have the authority (but shall not be required) to
adjust the number of shares of Common Stock authorized pursuant to Section 1.6.1 and to adjust
equitably (including, without limitation, by payment of cash) the terms of any outstanding Awards
(including, without limitation, the number of shares of Common Stock covered by each outstanding
Award, the type of property to which the Award is subject and the exercise or strike price of any
Award), in such manner as it deems appropriate to preserve the benefits or potential benefits
intended to be made available to grantees of Awards, for any increase or decrease in the number of
issued shares of Common Stock resulting from a recapitalization, stock split, stock dividend,
combination or exchange of shares of 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
outstanding Award to fail to comply with Section 409A. After any adjustment made pursuant to this
Section 1.6.2, the number of shares of Common Stock subject to each outstanding Award shall be
rounded down to the nearest whole number. For the avoidance of doubt, the Committee may, in its
sole discretion, decline to adjust the




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terms of any outstanding Award if it determines that such adjustment would violate applicable
law or result in adverse tax consequences to the grantee or to the Company.




     1.6.3 There shall be no limit on the amount of cash, securities (other than shares of Common
Stock as provided in this Section 1.6) or other property that may be delivered pursuant to the Plan
or any Award, provided, however, that Awards with respect to no more than 250,000 shares of Common
Stock may be granted to any one grantee in any calendar year, and provided further, that Awards of
stock appreciation rights with respect to no more than 250,000 shares of Common Stock may be
granted to any one grantee in any calendar year.



ARTICLE II—AWARDS UNDER THE PLAN




2.1 AGREEMENTS EVIDENCING AWARDS




     Each Award granted under the Plan shall be evidenced by a written document which shall contain
such provisions and conditions as the Committee deems appropriate. The Committee may grant Awards
in tandem with or, subject to Section 3.17, in substitution for any other Award or Awards granted
under this Plan or any award granted under any other plan of the Company. By accepting an Award
pursuant to the Plan, a grantee thereby agrees that the Award shall be subject to all of the terms
and provisions of the Plan and the applicable Award Agreement.



2.2 NO RIGHTS AS A SHAREHOLDER




     No grantee of an Award shall have any of the rights of a shareholder of AIG with respect to
shares of Common Stock subject to such Award until the delivery of such shares. Except as
otherwise provided in Section 1.6.2, no adjustments shall be made for dividends, distributions or
other rights (whether ordinary or extraordinary, and whether in cash, Common Stock, other
securities or other property) for which the record date is prior to the date such shares are
delivered.



2.3 GRANT OF RESTRICTED SHARES OF COMMON STOCK




     The Committee may grant or offer for sale restricted shares of Common Stock in such amounts
and subject to Section 2.7 and such terms and conditions as the Committee shall determine. Upon
the delivery of such shares, the grantee shall have the rights of a shareholder with respect to the
restricted stock, subject to Section 2.7 and any other restrictions and conditions as the Committee
may include in the applicable Award Agreement. In the event that a Certificate is issued in
respect of restricted shares of Common Stock, such Certificate may be registered in the name



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of the grantee but shall be held by AIG or its designated agent until the time the
restrictions lapse.




2.4 GRANT OF RESTRICTED STOCK UNITS




     The Committee may grant Awards of restricted stock units in such amounts and subject to
Section 2.7 and such terms and conditions as the Committee shall determine. A grantee of a
restricted stock unit will have only the rights of a general unsecured creditor of AIG until
delivery of shares of Common Stock, cash or other securities or property is made as specified in
the applicable Award Agreement. On the delivery date specified in the Award Agreement, the grantee
of each restricted stock unit not previously forfeited or terminated shall receive one share of
Common Stock, or cash, securities or other property equal in value to a share of Common Stock or a
combination thereof, as specified by the Committee.



2.5 GRANT OF DIVIDEND EQUIVALENT RIGHTS




     The Committee may include in the Award Agreement with respect to any Award a dividend
equivalent right entitling the grantee to receive amounts equal to all or any portion of the
dividends that would be paid on the shares of Common Stock covered by such Award if such shares had
been delivered pursuant to such Award. The grantee of a dividend equivalent right will have only
the rights of a general unsecured creditor of AIG until payment of such amounts is made as
specified in the applicable Award Agreement. In the event such a provision is included in an Award
Agreement, the Committee shall, subject to Section 3.17, determine whether such payments shall be
made in cash, in shares of Common Stock or in another form, whether they shall be conditioned upon
the exercise of the Award to which they relate, the time or times at which they shall be made, and
such other terms and conditions as the Committee shall deem appropriate.



2.6 OTHER STOCK-BASED AWARDS




     The Committee may grant other types of equity-based or equity-related Awards (including the
grant or offer for sale of unrestricted shares of Common Stock) in such amounts and subject to such
terms and conditions, as the Committee shall determine. Such Awards may entail the transfer of
actual shares of Common Stock to Award recipients, or payment in cash or otherwise of amounts based
on the value of shares of Common Stock, and may include, without limitation, Awards designed to
comply with or take advantage of the applicable local laws of jurisdictions other than the United
States. Any Award made pursuant to this Section 2.6 to a director of the Company or an executive
officer of the Company (as defined in Rule 3b-7 under the Exchange Act), must be either (i) granted
in lieu of salary or cash bonus or (ii) limited in the aggregate to five percent (5%) of the shares
of Common Stock authorized under the Plan.



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2.7 CERTAIN RESTRICTIONS




     In the case of an Award in the form of restricted stock or restricted stock units, at least
three years must elapse before the delivery or payment of shares of Common Stock, cash or other
property, except in the case of (i) termination of employment due to death, disability, retirement
or change of control or (ii) an Award that the Committee determines is performance based, in which
case at least one year must elapse.



ARTICLE III—MISCELLANEOUS




3.1 AMENDMENT OF THE PLAN




     3.1.1 Unless otherwise provided in an Award Agreement, the Board may from time to time
suspend, discontinue, revise or amend the Plan in any respect whatsoever, including in any manner
that adversely affects the rights, duties or obligations of any grantee of an Award.



     3.1.2 Unless otherwise determined by the Board, shareholder approval of any suspension,
discontinuance, revision or amendment shall be obtained only to the extent necessary to comply with
any applicable law; provided, however, that, without shareholder approval, neither the Board nor
the Committee may amend the Plan to (i) materially increase the benefits accruing to grantees under
the Plan, (ii) materially increase the number of shares of Common Stock which may be issued under
the Plan, or (iii) materially modify the requirements for participation in the Plan.



3.2 TAX WITHHOLDING




     3.2.1 Grantees shall be solely responsible for any applicable taxes (including, without
limitation, income and excise taxes) and penalties, and any interest that accrues thereon, that
they incur in connection with the receipt, vesting or exercise of any Award. As a condition to the
delivery of any shares of Common Stock pursuant to any Award or the lifting or lapse of
restrictions on any Award, or in connection with any other event that gives rise to a federal or
other governmental tax withholding obligation on the part of the Company relating to an Award
(including, without limitation, FICA tax), (a) the Company may deduct or withhold (or cause to be
deducted or withheld) from any payment or distribution to a grantee whether or not pursuant to the
Plan or (b) the Committee shall be entitled to require that the grantee remit cash to the Company
(through payroll deduction or otherwise), in each case in an amount sufficient in the opinion of
the Company to satisfy such withholding obligation.



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3.3 REQUIRED CONSENTS AND LEGENDS




     3.3.1 If the Committee shall 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 Award, the
delivery of shares of Common Stock or the delivery of any cash, securities or other property under
the Plan, or the taking of any other action thereunder (each such action being hereinafter referred
to as a “plan action”), then, subject to Section 3.17, such plan action shall not be taken, in
whole or in part, unless and until such consent shall have been effected or obtained to the full
satisfaction of the Committee. The Committee may direct that any Certificate evidencing shares
delivered pursuant to the Plan shall bear a legend setting forth such restrictions on
transferability as the Committee may determine to be necessary or desirable, and may advise the
transfer agent to place a stop transfer order against any legended shares.



     3.3.2 The term “consent” as used in this Section 3.3 with respect to any plan action includes
(a) 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, (b) or 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,
(c) 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 (d) any
and all consents or other documentation required by the Committee. Nothing herein shall require
AIG to list, register or qualify the shares of Common Stock on any securities exchange.



3.4 NONASSIGNABILITY; NO HEDGING




     Except to the extent otherwise expressly provided in the applicable Award Agreement or
determined by the Committee, no Award (or any rights and obligations thereunder) granted to any
person under the Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or
otherwise disposed of or hedged, in any manner (including through the use of any cash-settled
instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise,
other than by will or by the laws of descent and distribution, and all such Awards (and any rights
thereunder) shall be exercisable during the life of the grantee only by the grantee or the
grantee’s legal representative. Any sale, exchange, transfer, assignment, pledge, hypothecation,
or other disposition in violation of the provisions of this Section 3.4 shall be null and void and
any Award which is hedged in any manner shall immediately be forfeited. All of the terms and
conditions of this Plan and the Award Agreements shall be binding upon any permitted successors and
assigns.



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3.5 SUCCESSOR ENTITY




     Unless otherwise provided in the applicable Award Agreement and except as otherwise determined
by the Committee, in the event of a merger, consolidation, mandatory share exchange or other
similar business combination of AIG with or into any other entity (“Successor Entity”) or any
transaction in which another person or entity acquires all of the issued and outstanding Common
Stock of AIG, or all or substantially all of the assets of AIG, outstanding Awards may be assumed
or a substantially equivalent award may be substituted by such successor entity or a parent or
subsidiary of such successor entity.



3.6 RIGHT OF DISCHARGE RESERVED




     Nothing in the Plan or in any Award Agreement shall confer upon any grantee the right to
continue Employment by the Company or affect any right which the Company may have to terminate such
Employment.



3.7 NATURE OF PAYMENTS




     3.7.1 Any and all grants of Awards and deliveries of Common Stock, cash, securities or other
property under the Plan shall be in consideration of services performed or to be performed for the
Company by the grantee. Awards under the Plan may, in the discretion of the Committee, and subject
to Section 3.17, be made in substitution in whole or in part for cash or other compensation
otherwise payable to a participant in the Plan. Only whole shares of Common Stock shall be
delivered under the Plan. Awards shall, to the extent reasonably practicable, be aggregated in
order to eliminate any fractional shares. Fractional shares shall be rounded down to the nearest
whole share and any such fractional shares shall be forfeited.



     3.7.2 All such grants and deliveries shall constitute a special discretionary incentive
payment to the grantee and shall not be required to be taken into account in computing the amount
of salary or compensation of the grantee 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 Company or under any agreement with the grantee, unless the Company
specifically provides otherwise.



3.8 NON-UNIFORM DETERMINATIONS




     The Committee’s determinations under the Plan and Award Agreements need not be uniform and may
be made by it selectively among persons who receive, or are eligible to receive, Awards under the
Plan (whether or not such persons are similarly situated). Without limiting the generality of the
foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective
determinations under Award Agreements, and to enter into non-uniform and selective Award



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Agreements, as to (a) the persons to receive Awards, (b) the terms and provisions of Awards
and (c) whether a grantee’s Employment has been terminated for purposes of the Plan.




3.9 OTHER PAYMENTS OR AWARDS




     Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company from
making any award or payment to any person under any other plan, arrangement or understanding,
whether now existing or hereafter in effect.



3.10 PLAN HEADINGS




     The headings in this Plan are for the purpose of convenience only and are not intended to
define or limit the construction of the provisions hereof.



3.11 TERMINATION OF PLAN




     The Board reserves the right to terminate the Plan at any time; provided, however, that in any
case, the Plan shall terminate March 13, 2012, and provided further, that all Awards made under the
Plan prior to its termination shall remain in effect until such Awards have been satisfied or
terminated in accordance with the terms and provisions of the Plan and the applicable Award
Agreements.



3.12 GOVERNING LAW




     THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.



3.13 SEVERABILITY; ENTIRE AGREEMENT




     If any of the provisions of this Plan or any Award Agreement is finally held to be invalid,
illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to
the extent, but only to the extent, of such invalidity, illegality or unenforceability and the
remaining provisions shall 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 shall be
deemed to be modified to the minimum extent necessary to modify such scope in order to make such
provision enforceable hereunder. The Plan and any Award Agreements contain



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the entire agreement of the parties with respect to the subject matter thereof and supersede
all prior agreements, promises, covenants, arrangements, communications, representations and
warranties between them, whether written or oral with respect to the subject matter thereof.




3.14 WAIVER OF CLAIMS




     Each grantee of an Award recognizes and agrees that prior to being selected by the Committee
to receive an Award he or she has no right to any benefits hereunder. Accordingly, in
consideration of the grantee’s receipt of any Award hereunder, he or she expressly waives any right
to contest the amount of any Award, the terms of any Award Agreement, any determination, action or
omission hereunder or under any Award Agreement by the Committee, the Company or the Board, or any
amendment to the Plan or any Award Agreement (other than an amendment to this Plan or an Award
Agreement to which his or her consent is expressly required by the express terms of an Award
Agreement).



3.15 NO THIRD PARTY BENEFICIARIES




     Except as expressly provided therein, neither the Plan nor any Award Agreement shall confer on
any person other than the Company and the grantee of any Award any rights or remedies thereunder.
The exculpation and indemnification provisions of Section 1.3.3 shall inure to the benefit of a
Covered Person’s estate and beneficiaries and legatees.



3.16 SUCCESSORS AND ASSIGNS OF AIG




     The terms of this Plan shall be binding upon and inure to the benefit of AIG and any successor
entity contemplated by Section 3.5.



3.17 SECTION 409A




     3.17.1 All Awards made under the Plan that are intended to be “deferred compensation” subject
to Section 409A shall be interpreted, administered and construed to comply with Section 409A, and
all Awards made under the Plan that are intended to be exempt from Section 409A shall be
interpreted, administered and construed to comply with and preserve such exemption. The Board and
the Committee shall have full authority to give effect to the intent of the foregoing sentence. To
the extent necessary to give effect to this intent, in the case of any conflict or potential
inconsistency between the Plan and a provision of any Award or Award Agreement with respect to an
Award, the Plan shall govern.



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     3.17.2 Without limiting the generality of Section 3.17.1, with respect to any Award made under
the Plan that is intended to be “deferred compensation” subject to Section 409A: (a) references to
termination of the grantee’s employment will mean the grantee’s separation from service with the
Company within the meaning of Section 409A; (b) any payment to be made with respect to such Award
in connection with the grantee’s separation from service with the Company within the meaning of
Section 409A that would be subject to the limitations in Section 409A(a)(2)(b) of the Code shall be
delayed until six months after the grantee’s separation from service (or earlier death) in
accordance with the requirements of Section 409A; (c) to the extent necessary to comply with
Section 409A, any other securities, other Awards or other property that the Company may deliver in
lieu of shares of Common Stock in respect of an Award shall not have the effect of deferring
delivery or payment beyond the date on which such delivery or payment would occur with respect to
the shares of Common Stock that would otherwise have been deliverable (unless the Committee elects
a later date for this purpose in accordance with the requirements of Section 409A); (d) with
respect to any required Consent described in Section 3.3 or the applicable Award Agreement, if such
Consent has not been effected or obtained as of the latest date provided by such Award Agreement
for payment in respect of such Award and further delay of payment is not permitted in accordance
with the requirements of Section 409A, such Award or portion thereof, as applicable, will be
forfeited and terminate notwithstanding any prior earning or vesting; (e) if the Award includes a
“series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the grantee’s right to the series of
installment payments shall be treated as a right to a series of separate payments and not as a
right to a single payment; (f) if the Award includes “dividend equivalents” (within the meaning of
Section 1.409A-3(e) of the Treasury Regulations), the grantee’s right to the dividend equivalents
shall be treated separately from the right to other amounts under the Award; and (g) unless the
Committee determines otherwise, for purposes of determining whether the grantee has experienced a
separation from service with the Company within the meaning of Section 409A, “subsidiary” shall
mean a corporation or other entity in a chain of corporations or other entities in which each
corporation or other entity, starting with AIG, has a controlling interest in another corporation
or other entity in the chain, ending with such corporation or other entity. For purposes of the
preceding sentence, the term “controlling interest” has the same meaning as provided in
Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations, provided that the language “at least 20
percent” is used instead of “at least 80 percent” each place it appears in
Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations.



3.18 NO LIABILITY WITH RESPECT TO TAX QUALIFICATION OR ADVERSE TAX TREATMENT




     3.18.1 Notwithstanding anything to the contrary contained herein, in no event shall the
Company be liable to a grantee on account of an Award’s failure to (a) qualify for favorable United
States or foreign tax treatment or (b) avoid adverse tax treatment under United States or foreign
law, including, without limitation, Section 409A.



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3.19 DATE OF ADOPTION AND APPROVAL OF SHAREHOLDERS




     The Plan was adopted on March 13, 2002 by the Board and approved by the shareholders of AIG at
the 2002 Annual Meeting of Shareholders. The Plan was amended and restated effective as of
September 18, 2002 and effective as of December 31, 2008.



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