EXHIBIT 10.B



 






Exhibit 10(b)



AMERICAN INTERNATIONAL GROUP, INC.

AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN

RSU AWARD AGREEMENT




          This award agreement (this “Award Agreement”) sets forth the terms and
conditions of an award (this “Award”) of restricted stock units (“RSUs”)
granted to you under the American International Group, Inc. Amended and
Restated 2002 Stock Incentive Plan (the “Plan”).



          1. The Plan. This Award is made pursuant to the Plan, the terms of which
are incorporated in this Award Agreement. Capitalized terms used in this Award
Agreement that are not defined in this Award Agreement, or in the attached
Glossary of Terms, have the meanings as used or defined in the Plan.



          2. Award. The number of RSUs subject to this Award is set forth at the
end of this Award Agreement. Each RSU constitutes an unfunded and unsecured
promise of AIG to deliver (or cause to be delivered) to you, subject to the
terms of this Award Agreement, one share of Common Stock (the “Share” or the
“Shares” as the context requires) (or cash equal to the Fair Market Value
thereof) on the Delivery Date as provided herein. Until such delivery, you
have only the rights of a general unsecured creditor, and no rights as a
shareholder, of AIG. THIS AWARD IS SUBJECT TO ALL TERMS, CONDITIONS AND
PROVISIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION,
THE ARBITRATION AND CHOICE OF FORUM PROVISIONS SET FORTH IN PARAGRAPH 15.



          3. Vesting and Delivery.



          (a) Vesting. Except as provided in this Paragraph 3 and in Paragraphs 4
and 6, you shall become vested in the RSUs, and the Shares underlying the RSUs
shall be delivered, on the fourth anniversary of the Date of Grant specified at
the end of this Award Agreement (the “Vesting Date”). Unless the Committee
determines otherwise, and except as provided in Paragraph 6, if your Employment
terminates for any reason prior to the Vesting Date, your rights in respect of
all of your RSUs shall terminate, and no Shares (or cash) shall be delivered in
respect of such RSUs.



          (b) Delivery. Except as provided in this Paragraph 3 and in Paragraphs 4,
6, 8 and 9, the Shares underlying the RSUs shall be delivered on the Delivery
Date. The Company may, at its option, deliver cash in lieu of all or any
portion of the Shares otherwise deliverable on the Delivery Date specified at
the end of this Award Agreement. Such cash payment shall equal the product of
the number of Shares to be delivered on the Delivery Date and the Fair Market
Value of one Share of Common Stock on the Delivery Date. You shall be deemed
the beneficial owner of the Shares at the close of business on the Delivery
Date and shall be entitled to any dividend or distribution that has not already
been made with respect to such Shares if the record date for such dividend or
distribution is after the close of business on the Delivery Date.
Notwithstanding the foregoing, if the Delivery Date occurs at a time when you
are considered by AIG to be one of its “covered employees” within the meaning
of Section 162(m) of the Code, then, unless the Committee determines otherwise,
delivery of the Shares (or cash) automatically shall be deferred until after
you have ceased to be such a covered employee.



          (c) Death. Notwithstanding any other provision of this Award Agreement,
if you die prior to the Delivery Date, and provided your rights in respect of
your RSUs have not previously terminated, the Shares (or cash in lieu of all or
any part thereof) corresponding to your outstanding RSUs shall be delivered to
the representative of your estate as soon as practicable after the date of
death and after such documentation as may be requested by the Committee is
provided to the Committee.



 









 





          4. Termination of RSUs and Non-Delivery of Shares.



          (a) Unless the Committee determines otherwise, and except as provided in
Paragraphs 3(c) and 6, your rights in respect of your outstanding RSUs shall
immediately terminate, and no Shares (or cash) shall be delivered in respect of
such unvested RSUs, if at any time prior to the Vesting Date your Employment
with the Company terminates for any reason, or you are otherwise no longer
actively Employed by the Company.



          (b) Unless the Committee determines otherwise, and except as provided in
Paragraph 6, your rights in respect of all of your RSUs (whether or not vested)
shall immediately terminate, and no Shares (or cash) shall be delivered in
respect of such RSUs, if at any time prior to the Delivery Date:




     (i) you attempt to have any dispute under this Award
Agreement or the Plan resolved in any manner that is not
provided for by Paragraph 15; or




     (ii) any event that constitutes Cause has occurred;
or




     (iii) you in any manner, directly or indirectly, (A)
Solicit any Client to transact business with a Competitive
Enterprise or to reduce or refrain from doing any business
with the Company or (B) interfere with or damage (or
attempt to interfere with or damage) any relationship
between the Company and any such Client or (C) Solicit any
person who is an employee of the Company to resign from
the Company or to apply for or accept employment with any
Competitive Enterprise; or




     (iv) you fail to certify to AIG, in accordance with
procedures established by the Committee, with respect to
the Delivery Date that you have complied, or the Committee
determines that you have failed as of the Delivery Date to
comply, with all of the terms and conditions of this Award
Agreement. By accepting the delivery of Shares (or cash)
under this Award Agreement, you shall be deemed to have
represented and certified at such time that you have
complied with all the terms and conditions of this Award
Agreement.



          (c) Unless the Committee determines otherwise, if the Delivery Date in
respect of any of your outstanding RSUs occurs, and Shares (or cash) with
respect to such outstanding RSUs would be deliverable under the terms and
conditions of this Award Agreement, except that you have not complied with the
conditions or your obligations under Paragraph 4(b)(iv), all of your rights
with respect to your outstanding RSUs shall terminate no later than the
Delivery Date for such Shares.



          5. Repayment. If, following the delivery of Shares (or cash), the
Committee determines that all terms and conditions of this Award Agreement in
respect of such delivery were not satisfied, the Company shall be entitled to
receive, and you shall be obligated to pay the Company immediately upon demand
therefor, the Fair Market Value of the Shares (determined as of the Delivery
Date) and the amount of cash (to the extent that cash was delivered in lieu of
Shares) delivered with respect to the Delivery Date, without reduction for any
Shares (or cash) applied to satisfy withholding tax or other obligations in
respect of such Shares (or cash).



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          6. Disability and Retirement.



          (a) Notwithstanding any other provision of this Award Agreement, but
subject to Paragraph 6(b), if your Employment with the Company is terminated by
reason of Disability or Retirement, the condition set forth in Paragraph 4(a)
shall be waived with respect to your then outstanding unvested RSUs (as a
result of which any such then unvested outstanding RSUs shall vest), but all
other conditions of this Award Agreement shall continue to apply.



          (b) Without limiting the application of Paragraph 4(b) or Paragraph 4(c),
your rights in respect of any outstanding RSUs that become vested solely by
reason of Paragraph 6(a) immediately shall terminate, and no Shares (or cash)
shall be delivered in respect of such outstanding RSUs if, following the
termination of your Employment with the Company by reason of Disability or
Retirement and prior to the Delivery Date, you (i) form, or acquire a 5% or
greater equity ownership, voting or profit participation interest in, any
Competitive Enterprise or (ii) associate in any capacity (including, but not
limited to, association as an officer, employee, partner, director, consultant,
agent or advisor) with any Competitive Enterprise.



          7. Non-transferability. Except as otherwise may be provided by the
Committee, the limitations set forth in Section 3.4 of the Plan shall apply.
Any assignment in violation of the provisions of this Paragraph 7 shall be null
and void.



          8. Withholding, Consents and Legends.



          (a) The delivery of Shares is conditioned on your satisfaction of any
applicable withholding taxes (in accordance with Section 3.2 of the Plan).



          (b) Your rights in respect of your RSUs are conditioned on the receipt to
the full satisfaction of the Committee of any required consents (as defined in
Section 3.3 of the Plan) that the Committee may determine to be necessary or
advisable (including, without limitation, your consenting to deductions from
your wages, or another arrangement satisfactory to the Committee, to reimburse
the Company for advances made on your behalf to satisfy withholding and other
tax obligations in connection with this Award).



          (c) AIG may affix to Certificates representing Shares issued pursuant to
this Award Agreement any legend that the Committee determines to be necessary
or advisable (including to reflect any restrictions to which you may be subject
under a separate agreement with AIG). AIG may advise the transfer agent to
place a stop transfer order against any legended Shares.



          9. Right of Offset. The Company shall have the right to offset against
the obligation to deliver Shares (or cash) under this Award Agreement any
outstanding amounts (including, without limitation, travel and entertainment or
advance account balances, loans, or amounts repayable to the Company pursuant
to tax equalization, housing, automobile or other employee programs) you then
owe to the Company and any amounts the Committee otherwise deems appropriate.



          10. No Rights to Continued Employment. Nothing in this Award Agreement or
the Plan shall be construed as giving you any right to continued Employment by
the Company or affect any right that the Company may have to terminate or alter
the terms and conditions of your Employment.



          11. Successors and Assigns of AIG. The terms and conditions of this Award
Agreement shall be binding upon, and shall inure to the benefit of, AIG and its
successor entities (as defined in Section 3.6 of the Plan.)



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          12. Committee Discretion. The Committee shall have full discretion with
respect to any actions to be taken or determinations to be made in connection
with this Award Agreement, and its determinations shall be final, binding and
conclusive.



          13. Amendment. The Committee reserves the right at any time to amend the
terms and conditions set forth in this Award Agreement, and the Board may amend
the Plan in any respect; provided, that, notwithstanding the foregoing and
Sections 1.3.1(i), 1.3.1(ii) and 3.1 of the Plan, no such amendment shall
materially adversely affect your rights and obligations under this Award
Agreement without your consent, except that the Committee reserves the right to
accelerate the delivery of the Shares and in its discretion provide that such
Shares may not be transferable until the Delivery Date on which such Shares
otherwise would have been delivered (and that in respect of such Shares you may
remain subject to the repayment obligations of Paragraph 5 in the circumstances
under which the Shares would not have been delivered pursuant to Paragraph 4 or
Paragraph 6). Any amendment of this Award Agreement shall be in writing signed
by an authorized member of the Committee or a person or persons designated by
the Committee.



          14. Adjustment. In the event of a recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation, rights
offering, separation, reorganization or liquidation, or any other change in the
corporate structure or the Shares, subsequent to the date of the Date of Grant,
the Committee or the Board shall make such equitable adjustments, designed to
protect dilution or enlargement of rights, as it may deem appropriate, in the
number and kind of Shares covered by the RSUs subject to this Award Agreement.



          15. Arbitration; Choice of Forum.



          (a) Any dispute, controversy or claim between the Company and you, arising
out of or relating to or concerning the Plan or this Award Agreement, shall 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 you must first be submitted to the
Committee in accordance with claims procedures determined by the Committee.
This Paragraph is subject to the provisions of Paragraphs 15(b) and (c) below.



          (b) THE COMPANY AND YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE
PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED
ACCORDING TO PARAGRAPH 14(a) OF THIS AWARD AGREEMENT. This includes any suit,
action or proceeding to compel arbitration or to enforce an arbitration award.
The Company and you acknowledge that the forum designated by this Paragraph
15(b) has a reasonable relation to the Plan, this Award Agreement, and to your
relationship with the Company. Notwithstanding the foregoing, nothing herein
shall preclude the Company from bringing any action or proceeding in any other
court for the purpose of enforcing the provisions of this Paragraph 15.



          (c) The agreement by you and the Company as to forum is independent of the
law that may be applied in the action, and you and the Company agree to such
forum even if the forum may under applicable law choose to apply non-forum law.
You and the Company hereby waive, to the fullest extent permitted by
applicable law, any objection which you or the Company 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 Paragraph 15(b). You and the
Company undertake not to commence any action, suit or



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proceeding arising out of or relating to or concerning this Award
Agreement in any forum other than a forum described in this Paragraph 15. You
and (subject to the last sentence of Paragraph 15(a)) the Company agree that,
to the fullest extent permitted by applicable law, a final and non-appealable
judgment in any such suit, action or proceeding in any such court shall be
conclusive and binding upon you and the Company.



          (d) You irrevocably appoint the Secretary of AIG as your agent for service
of process in connection with any action, suit or proceeding arising out of or
relating to or concerning this Award Agreement which is not arbitrated pursuant
to the provisions of Paragraph 15(a), who shall promptly advise you of any such
service of process.



          (e) You hereby agree to keep confidential the existence of, and any
information concerning, a dispute described in this Paragraph 15, except that
you may disclose information concerning such dispute to the arbitrator or court
that is considering such dispute or to your 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).



          (f) You recognize and agree that prior to the grant of this Award you have
no right to any benefits hereunder. Accordingly, in consideration of the
receipt of this Award, you expressly waive any right to contest the amount of
this Award, terms of this Award Agreement, any determination, action or
omission hereunder or under the Plan by the Committee, AIG or the Board, or any
amendment to the Plan or this Award Agreement (other than an amendment to which
your consent is expressly required by Paragraph 13) and you expressly waive any
claim related in any way to the Award including any claim based on any
promissory estoppel or other theory in connection with this Award and your
Employment with the Company.



          16. Governing Law. THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.



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



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          IN WITNESS WHEREOF, AMERICAN INTERNATIONAL GROUP, INC. has caused this
Award Agreement to be duly executed and delivered as of the Date of Grant.



	 	 	 	 	 
	 	 	AMERICAN INTERNATIONAL GROUP, INC.
	 
	 	 	 	 
	

	 	By
	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	

	 	By
	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:







Recipient:



Number of RSUs:



Date of Grant:



Delivery Date:



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Glossary of Terms




Solely for purposes of this award of RSUs, the following terms shall have the
meanings set forth below. Capitalized terms not defined in this Glossary of
Terms shall have the meanings as used or defined in the applicable Award
Agreement or the Plan.



     “Cause” means (i) your conviction, whether following trial or by plea of
guilty or nolo contendere (or similar plea), in a criminal proceeding (A) on a
misdemeanor charge involving fraud, false statements or misleading omissions,
wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion,
or (B) on a felony charge or (C) on an equivalent charge to those in clauses
(A) and (B) in jurisdictions which do not use those designations; (ii) your
engaging in any conduct which constitutes an employment disqualification under
applicable law (including statutory disqualification as defined under the
Exchange Act); (iii) your failure to perform your duties to the Company; (iv)
your violation of any securities or commodities laws, any rules or regulations
issued pursuant to such laws, or the rules and regulations of any securities or
commodities exchange or association of which AIG or any of its subsidiaries or
affiliates is a member; (v) your violation of any Company policy concerning
hedging or confidential or proprietary information, or your material violation
of any other Company policy as in effect from time to time; (vi) your engaging
in any act or making any statement which impairs, impugns, denigrates,
disparages or negatively reflects upon the name, reputation or business
interests of the Company; or (vii) your engaging in any conduct detrimental to
the Company. The determination as to whether “Cause” has occurred shall be
made by the Committee in its sole discretion. The Committee shall also have
the authority in its sole discretion to waive the consequences under the Plan
or any Award Agreement of the existence or occurrence of any of the events,
acts or omissions constituting “Cause.”



     “Client” means any client or prospective client of the Company to whom you
provided services, or for whom you transacted business, or whose identity
became known to you in connection with your relationship with or Employment by
the Company.



     “Competitive Enterprise” means a business enterprise that (i) engages in
any activity, or (ii) owns or controls a significant interest in any entity
that engages in any activity, that, in either case, competes anywhere with any
activity in which the Company is engaged. The activities covered by the
previous sentence include, without limitation, all insurance and re-insurance
and insurance and re-insurance-related activities, asset management, financial
product activities (including, without limitation, derivative activities) and
financial services in the United States and abroad.



     “Delivery Date” means each date specified as the Delivery Date in the
Award (or as soon as practicable, but in no case more than 10 days,
thereafter).



     “Disability” means “permanent disability” as defined in the American
International Group, Inc. Group Long – Term Insurance Policy as in effect on
the Date of Grant.



     “Retirement” means “normal retirement” as defined in the American
International Group, Inc. Retirement Plan as in effect on the Date of Grant.



     “Solicit” means any direct or indirect communication of any kind
whatsoever, regardless of by whom initiated, inviting, advising, encouraging or
requesting any person or entity, in any manner, to take or refrain from taking
any action.




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