exv10w1






Exhibit 10.1




Memorandum of Understanding Between American

International Group, Inc., C.V. Starr & Company, Inc.,

Starr International Company, Inc.,

Maurice R. Greenberg, and Howard I. Smith




          WHEREAS, the parties to this Memorandum of Understanding (the “MOU”) have disputes
pending between them, and




          WHEREAS, the parties to the MOU desire to resolve their disputes, and




          WHEREAS, the parties to the MOU have participated in a mediation before the Honorable
Layn R. Phillips to attempt to resolve those disputes, and Hon. Phillips has recommended that
the parties resolve their disputes according to the terms herein,




          IT IS HEREBY AGREED by and between the undersigned parties to this MOU, that:




          1. All actions by or against American International Group, Inc., and its current and former
officers, directors, partners, members, affiliates, subsidiaries, employees, agents, attorneys,
insurers, representatives, heirs, successors in interest and assigns (collectively, the “AIG
Parties”), on the one hand, and C.V. Starr & Company, Inc., Starr International Company, Inc.
(“SICO”), Maurice R. Greenberg (“Greenberg”) and Howard I. Smith (“Smith”) and their current and
former officers, directors, partners, members, affiliates, subsidiaries, employees, agents,
attorneys, insurers, representatives, heirs, successors in interest and assigns (collectively, the
“Starr Parties”), on the other hand, as well as any claims between the AIG Parties and the Starr
Parties that could have been brought, arising in whole or in part prior to the date of this MOU,
whether asserted or unasserted, are hereby resolved pursuant to the terms set forth below.




          2. As soon as practical after the signing of this MOU, the Starr Parties and the AIG Parties
(the “Parties”) shall undertake to dismiss, with prejudice, all lawsuits and claims they have filed
or asserted against each other, including those that are listed on Exhibit A hereto.




          3. The Starr Parties and the AIG Parties hereby release and forever discharge each other from
any and all claims, debts, demands, rights or causes of action or liabilities whatsoever, known or
unknown, that could have been brought by the Parties as of the date of this MOU. The Starr Parties
further hereby release and forever discharge AIG from any claims, debts, demands, rights or causes
of action or liabilities whatsoever that any of the Starr Parties may have in the future against
AIG for advancement, indemnification or contribution.





 









 








          4. AIG agrees to reimburse Greenberg and Smith’s reasonable legal fees and expenses, not
including any amounts paid in settlement, up to a maximum amount of $150 million, that (a) they
have incurred, (b) in connection with indemnifiable civil matters, and (c) on which they have been
successful (as defined under Delaware law). The parties agree that Hon. Layn R. Phillips will have
sole authority to determine which matters meet these conditions and will oversee a process for
reviewing legal bills and appropriate back-up documentation to determine the reasonableness of the
fees and expenses requested relating to those matters. In the event Greenberg and Smith do not
submit legal fees and expenses meeting these conditions that total $150 million, they shall receive
such lesser amount as Hon. Phillips determines satisfies the conditions. In no event shall
Greenberg and Smith be entitled to receive more than $150 million pursuant to this paragraph.
Greenberg and Smith represent that no other party had an obligation to indemnify them for these
amounts, except with respect to the 2004-2005 D&O insurance tower described below.




          5. AIG will return to Greenberg the property listed on Exhibit B hereto subject to AIG
confirming that it has possession of such items.




          6. AIG will permit Greenberg reasonable access to, and/or copies of, archival materials in
AIG’s possession necessary to write his memoirs, including without limitation trip reports,
memoranda, photographs and other corporate records created while he was an officer or director of
AIG or its predecessors.




          7. The AIG Parties agree not to issue any public statement, or to cause the issuance of any
public statement, disparaging any of the Starr Parties; and the Starr Parties agree not to issue
any public statement, or to cause the issuance of any public statement, disparaging any of the AIG
Parties. The Parties agree that this provision shall not limit the position(s) any of the Parties
may take in any pending or future litigation.




          8. In connection with the resolution of their disputes as set forth herein, AIG and the Starr
Parties shall issue a joint public statement in the form annexed hereto as Exhibit C.




          9. SICO will indemnify AIG for any amounts paid by AIG to the Starr Foundation as damages or
settlement amounts in the action captioned Starr Foundation v. AIG, No. 601380/08 (N.Y. Sup. Ct.,
N.Y. Cty.), and for reasonable legal fees and expenses incurred by AIG in connection with that
action, including appeals, after the date of this MOU.




          10. The Parties agree that they will submit their claims to the 2004-2005 D&O insurance tower
to arbitration before Hon. Daniel Weinstein, who will determine their relative rights to the policy
proceeds.





 









 








          11. The Parties agree that Hon. Layn R. Phillips (and, if he is unable to serve, Hon.
Daniel Weinstein) will have exclusive and binding authority to interpret and resolve any disputes
arising in whole or in part from this MOU.




	 	 	 	 	 
	 
	 	 	 	 
	/s/ Daniel J. Kramer

	 	/s/ David Boies
	 	 
	 

	 	 	 	 
	Daniel J. Kramer

	 	David Boies	 	 
	PAUL, WEISS, RIFKIND, WHARTON

& GARRISON LLP 

1285 Avenue of Americas 

New York, New 10019

On behalf of American International Group, Inc.

	 	BOIES, SCHILLER & FLEXNER LLP 

333 Main Street 

Armonk, New York 10504

On behalf of Maurice R. Greenberg, C. V. 

Starr & Co., Inc, and Starr  International 
Co., Inc.	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/ Vincent A. Sama

	 	 
	 	 
	 	 
	 	 	 
	Vincent A. Sama

	 	 
	 	 
	WINSTON & STRAWN LLP

	 	 
	 	 
	200 Park Avenue 

New York, New York 10166

On behalf of Howard I. Smith
	 	 	 	 






 









 






EXHIBIT A [Actions Which The Parties Will Undertake To Dismiss With Prejudice]1



The Starr Parties will undertake to dismiss with prejudice:





	1.	 	Greenberg v. AIG, No. 09 Civ. 1885 (S.D.N.Y.); and
	 
	2.	 	Starr Int’l Co., Inc. v. AIG,
No. 4021-09 (Juzgado 16 del Primer Circuito Judicial de
Panamá).




The AIG Parties will undertake to dismiss with prejudice:





	1.	 	AIG v. Greenberg, No. 769-VCS (Del. Ch.);
	 
	2.	 	AIG v. Greenberg, No. 600885/08 (N.Y. Sup. Ct., N.Y. Cty.); and
	 
	3.	 	AIG’s claims in In re AIG Deriv. Litig., No. 04 Civ. 8406 (S.D.N.Y.).





The claims in the following case are subject to
Paragraph 11 of this MOU:




	1.	 	Great American Ins. Co. v. AIG, No. 09 Civ. 4476 (S.D.N.Y.).









 




			
	1	 	Certain of the actions listed herein involve claims that AIG does not control
and/or claims brought on behalf of individuals or entities who are not parties to this MOU;
such claims are accordingly not subject to the terms of this MOU.




 









 










EXHIBIT B [Personal Property To Be Returned To Greenberg]



1. Photographs of Mr. Greenberg and Cornelius Vander Starr located in AIG’s Washington, D.C.
office.



2. Photographs of Mr. Greenberg and Chinese leaders in AIG’s Shanghai building.



3. Persian rug previously located in anteroom of board room on 18th floor of 70 Pine Street.



4. Any other materials of a personal nature that are not AIG business records that were located in
AIG facilities at the time of Mr. Greenberg’s retirement and that are still maintained in such
facilities.





 









 








EXHIBIT C [Joint Public Statement]




AIG, Greenberg and Smith Announce Resolution of All Disputes




Agreement between parties ends multiple cases



NEW YORK, NY, November 25, 2009 — American International Group, Inc. (AIG), its former Chairman
Maurice R. “Hank” Greenberg, its former Chief Financial Officer Howard I. Smith, C.V. Starr &
Company, Inc. (“C.V. Starr”), and Starr International Company, Inc. (“SICO”) announced today that
they have entered into an agreement to settle all disputes between AIG, on the one hand, and
Greenberg, Smith, C.V. Starr and SICO, on the other.



Under the terms of the settlement, the parties have agreed to release each other from all claims,
including any claims by Greenberg and Smith against AIG for indemnification of future legal fees
and expenses or settlement costs. The parties have further agreed to submit to an independent third
party Greenberg’s and Smith’s claims for past legal fees and expenses for a determination of which
of those fees (up to a $150 million cap) AIG is legally obligated to pay under AIG’s charter and
by-laws and Delaware law.




     “We are pleased that we have resolved our differences” said Robert Benmosche, AIG’s chief
executive officer. “The resolution of these long-running disputes will remove a significant
distraction and expense and allow AIG to better focus its efforts on paying back taxpayers and
restoring the value of our franchise for the benefit of all our stakeholders.”



     “I too am pleased that these long-running disputes are now over, and I want to express my
appreciation for Bob Benmosche’s help, and the help of the AIG Board, in resolving them. I look
forward to assisting AIG in trying to preserve and restore as much value as possible for all of
AIG’s stakeholders,” said Mr. Greenberg. Mr. Smith concurs with Mr. Greenberg’s statement.



     The details of the settlement are set forth in the November 25, 2009 Memorandum of
Understanding attached to AIG’s Form 8-K filing dated November 25, 2009.