exv10w2






Exhibit 10.2




[•], 2010




Private & Confidential




[Name]

[Address]

[Address]




     Re: LTPU Salary


Dear [Name]:




     American International Group, Inc. (“AIG”) is awarding you periodic grants of LTPUs (the
“Award”) pursuant to the AIG Long-Term Performance Units Plan (the “Plan”). The Award and this
Award Letter (the “Award Letter”) are subject to the terms of the Plan. Capitalized terms not
defined in this Award Agreement have the meanings ascribed to them in the Plan.



     1. Annual LTPU Salary Award. AIG hereby grants you an Annual LTPU Salary pursuant to
Section 6 of the Plan divided into one or more tranches as specified on Schedule A to this Award
Letter. Schedule A also sets forth the rate of Annual LTPU Salary for each tranche, the Salary
Start Date from which the Annual LTPU Salary is effective and the Payment Dates on which LTPUs will
be settled. Your Annual LTPU Salary may be changed from time to time by the Committee, including
to increase, decrease or terminate the Annual LTPU Salary.



     2. Nonassignability; No Hedging. The LTPUs 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. Any assignment, transfer, pledge, or other disposition in violation of the provisions of this
Paragraph will be null and void and any LTPUs which are hedged in any manner will immediately be
forfeited. All of the terms and conditions of the Plan and this Award Letter will be binding upon
any permitted successors and assigns.



     3. Death or Disability. If you die or become subject to Disability, in each case
while actively employed by AIG or any subsidiary of AIG, then, notwithstanding the Payment Dates
specified on Schedule A, the outstanding LTPUs granted under this Award Letter will be settled
promptly after the date of such event, but no later than 90 days after such event. For this
purpose, “Disability” means a period of medically determined physical or mental impairment that is
expected to result in death or last for a period of not less than 12 months during which you
qualify for income replacement benefits under AIG’s long-term disability plan for at least three
months, or, if you do not participate in such a plan, a period of disability during which you are
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
12 months.




     4. Market Activity Restrictions. You may not trade in Hybrid Securities or engage in
any derivative or similar transaction with respect to Hybrid Securities at any time during which
you hold any outstanding LTPUs. Any activity by you in violation of this Paragraph will result in
immediate forfeiture of your outstanding LTPUs.



     5. No Stock Ownership. As a holder of LTPUs, you will have only the rights of a
general unsecured creditor and no rights as a shareholder of AIG.



     6. Right to Discharge. Nothing contained in the Plan or in this Award Letter will
confer on you any right to be continued in the employ of AIG or any of its subsidiaries or to be
included in any future plans of a similar nature.



     7. Tax Withholding. As a condition to any payment under the Plan or this Award Letter
or in connection with any other event that gives rise to a federal or other governmental tax
withholding obligation (i) AIG or its affiliates may deduct or withhold (or cause to be deducted or
withheld) from any payment to you whether or not pursuant to the Plan, or (ii) the Committee will
be entitled to require that you remit cash to AIG or its affiliates (through payroll deduction or
otherwise), in each case, in an amount sufficient as determined by AIG to satisfy such withholding
obligation. You shall be solely liable for any applicable taxes (including, without limitation,
income and excise taxes) and penalties, and any interest that accrues thereon, that you incur in
connection with the receipt of any LTPUs, and AIG shall have no liability in respect thereof.



     8. Entire Agreement. The Plan is incorporated herein by reference. This Award Letter
and the Plan constitute the entire agreement and understanding of the parties hereto with respect
to the subject matter hereof and supersede all prior agreements, promises, covenants, arrangements,
communications, representations and warranties between them, whether written or oral with respect
to the subject matter hereof.



     9. Notices. Any notice required to be given or delivered to AIG under the terms of
this Award Letter shall be in writing and addressed to the Corporate Secretary of AIG at its
principal corporate offices. Any notice required to be given or delivered to you shall be in
writing and addressed to you at the address indicated below or to such other address as you may
designate in writing from time to time to AIG. All notices shall be deemed to have been given or
delivered upon: personal delivery; three (3) business days after deposit in the United States mail
by certified or registered mail (return receipt requested) or one (1) business day after deposit
with any return receipt express courier (prepaid).



     10. No Increase in Severance. Neither your Annual LTPU Salary nor other amounts you
receive pursuant to this Award Letter or the Plan will increase the amounts payable to you pursuant
to AIG’s severance plans and arrangements.



     11. Governing Law. This Award Letter 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.



 









 





     Please confirm that these arrangements are acceptable to you by signing a copy of this letter
in the space provided on Schedule A and return it to [•].



     IN WITNESS WHEREOF, AMERICAN INTERNATIONAL GROUP, INC. has caused this Award Agreement to be
duly executed and delivered as of ___, 20_.



	 	 	 	 	 
	 	AMERICAN INTERNATIONAL GROUP, INC.

 	 
	 	By:  	 	 
	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



Schedule A




	 	 	 

	Recipient:
	 	 
	 
	 
	 
	 	 
	Company ID#
	 	 
	 
	 
	 
	 	 
	Annual LTPU Salary Rate:
	$• per year
	 
	 	 
	Salary Start Date:
	 	 
	 
	 




Payment Dates:




	 	 	 	 	 
	 
	Tranche	 	Annual Rate	 	Payment Date
	1

	 	One-third of total
	 	First Anniversary of Grant Date
	2

	 	One-third of total
	 	Second Anniversary of Grant Date
	3

	 	One-third of total
	 	Third Anniversary of Grant Date
	 






	 	 	 	 	 	 	 

	Receipt
	 	 	 	 	 	 
	Acknowledged:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 
	 

	 	 	 	Street	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 

	 	City
	 	State
	 	Zip Code