Exhibit
10(66)


 


AMERICAN INTERNATIONAL GROUP, INC.


RELEASE AND RESTRICTIVE COVENANT AGREEMENT


 


This
Release and Restrictive Covenant Agreement (the “Agreement”) is entered into by
and between Anastasia Kelly (the “Employee”) and American International Group, Inc.,
a Delaware Corporation (the “Company”).


 


Each term defined in the American International Group, Inc. Amended
and Restated Executive Severance Plan (the “Plan”) has the same meaning when used in this Agreement.


 


I.                                        Termination of Employment


 


The Employee’s employment
with the Company and each of its subsidiaries and controlled affiliates
(collectively “AIG”) shall terminate on December 30, 2009 (the “Termination
Date”) and, as of that date, the Employee shall cease performing the Employee’s
employment duties and responsibilities for AIG and shall no longer report to
work for AIG.  For purposes of this
Agreement, the term “controlled affiliates” means an entity of which the
Company directly or indirectly owns or controls a majority of the voting shares.


 


II.                                    Severance


 


The Employee shall receive Severance
Installments (as defined in the Plan) in the total gross amount of $3,040,770,
less applicable tax and benefit withholdings paid out over 24 months (in substantially
equal biweekly installments) in accordance with Section IV.B of the Plan
and the Company’s normal payroll practices. 
The Severance Period (as defined in the Plan) shall end on or around December 31,
2011 (the “Severance End Date”).  Solely
for purposes of the American International Group, Inc. Retirement Plan and
any life insurance benefits provided pursuant to Section IV.F of the Plan,
only that portion of the Severance Installments that is equal to the Employee’s
regular salary installments at the time of the Termination Date shall be treated
as “salary” (the remainder shall be treated as non-salary).  The Employee shall also be paid accrued
wages, reimbursed expenses and 11 days of accrued, unused vacation pay as set
forth in Section IV.A of the Plan.


 


III.                                Other Benefits


 


Nothing
in this Agreement modifies or affects any of the terms of any benefit plans or
programs (including, without limitation, the Company’s right to alter the terms
of such plans or programs).  No further deductions
or employer matching contributions shall be made on behalf of the Employee to the
Incentive Savings Plan (“ISP”) as of the last day of the pay period in which
the Termination Date occurs.


 


The
Employee shall no longer participate or be eligible for coverage under the
Short-Term and Long-Term Disability programs or the ISP after the Termination
Date.  After the Termination Date, the
Employee may decide, under the ISP, whether to elect a rollover or distribution
of the Employee’s account balance or to keep the account balance in the
ISP.  The Employee shall not accrue
vacation after the Termination Date.


 


As
set forth in Section IV.D of the Plan, the Employee shall be entitled to
participate during the Severance Period in the applicable Company-provided
health plans for active


 

















 


employees
in which the Employee participated prior to termination by paying on an
after-tax basis the applicable employee contribution charged to active
employees receiving similar coverage.  If
the Employee participates in such plan, the actuarial cost of such coverage in
excess of the applicable employee contribution paid by the Employee, as
determined by the Company, shall be imputed as taxable income to the Employee.


 


As
set forth in Section IV.F of the Plan, the Employee shall be entitled to
participate during the Severance Period in the group life insurance benefits
generally available to active employees of the Company.  The Employee shall be required to pay the
costs of such coverage on the same basis as prior to the date of termination.  Any portion of the premium paid by the Company
shall be imputed as taxable income to the Employee.


 


The
Employee will continue to participate in and accrue benefits in the AIG
Retirement Plan through the Severance End Date. 
The AIG Retirement Plan deems an Employee on severance payroll continuation
to be a participant in the Plan.  If the
Employee is vested and has the age and service to commence a benefit, benefits
under the AIG Retirement Plan may commence after the last day on payroll.


 


Except
as set forth in this Agreement and Sections IV.C through F of the Plan, there
are no other payments or benefits due to the Employee from the Company.  The Employee acknowledges and agrees that the
Company has made no representations to the Employee as to the applicability of Section 409A
of the Internal Revenue Code to any of the payments or benefits provided to the
Employee pursuant to the Plan or this Agreement, except that the Company
represents that the Employee is not among the top 50 (is not a specified
employee) for purposes of Section 409A.


 


IV.                           Release of Claims


 


In
partial consideration of the payments and benefits described in Sections II and
III of this Agreement and Section IV of the Plan, to which the Employee
agrees the Employee is not entitled until and unless she executes this
Agreement, the Employee, for and on behalf of the Employee and the Employee’s
heirs and assigns, subject to the following two sentences hereof, hereby waives
and releases any common law, statutory or other complaints, claims, charges or
causes of action of any kind whatsoever, both known and unknown, in law or in
equity, which the Employee ever had, now has or may have against AIG and its
shareholders (other than C.V. Starr & Co., Inc. and Starr
International Company, Inc.), successors, assigns, directors, officers,
partners, members, employees or agents (collectively, the “Releasees”),
including, without limitation, any complaint, charge or cause of action arising
under federal, state or local laws pertaining to employment, including the Age
Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits
discrimination on the basis of age), the National Labor Relations Act, the
Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title
VII of the Civil Rights Act of 1964, all as amended; and all other federal,
state, local and foreign laws and regulations. By signing this Agreement, the
Employee acknowledges that the Employee intends to waive and release any rights
known or unknown that the Employee may have against the Releasees under these
and any other laws; provided, that
the Employee does not waive or release claims with respect to the right to
enforce the Employee’s rights under this Agreement or with respect to any
rights to indemnification under the Company’s Charter and by-laws (the “Unreleased
Claims”).  In addition, the Employee
waives any claim to reinstatement or re-employment with AIG, the Employee shall
not seek or accept employment with AIG after the Termination Date and the
Employee agrees not to bring any claim based upon the failure or refusal of AIG
to employ the Employee hereafter.


 


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V.                                   Proceedings


 


The
Employee acknowledges that the Employee has not filed any complaint, charge,
claim or proceeding, except with respect to an Unreleased Claim, if any,
against any of the Releasees before any local, state or federal agency, court
or other body (each individually a “Proceeding”).  The Employee represents that the Employee is
not aware of any basis on which such a Proceeding could reasonably be
instituted.  By signing this Agreement
the Employee:


 


(a) 
Acknowledges that the Employee shall not initiate or cause to be initiated on
her behalf any Proceeding and shall not participate in any Proceeding, in each
case, except as required by law;


 


(b) 
Waives any right she may have to benefit in any manner from any relief (whether
monetary or otherwise) arising out of any Proceeding, including any Proceeding
conducted by the Equal Employment Opportunity Commission (“EEOC”); and


 


(c) 
Acknowledges that the Employee shall be limiting the availability of certain
remedies that the Employee may have against AIG and limiting also the Employee’s
ability to pursue certain claims against the Releasees.


 


Notwithstanding
the above, nothing in Section V of this Agreement shall prevent the
Employee from:


 


(x) 
Initiating or causing to be initiated on her behalf any complaint, charge,
claim or proceeding against the Company before any local, state or federal
agency, court or other body challenging the validity of the waiver of her
claims under the ADEA contained in Section IV of this Agreement (but no
other portion of such waiver), or


 


(y) 
Initiating or participating in an investigation or proceeding conducted by the
EEOC.


 


VI.                               Time to
Consider


 


The
payments and benefits payable to the Employee under this Agreement include
consideration provided to Employee over and above anything of value to which
the Employee already is entitled.  The
Employee acknowledges that the Employee has been advised that the Employee has
21 days from the date of the Employee’s receipt of this Agreement to consider
all the provisions of this Agreement.


 


THE
EMPLOYEE FURTHER ACKNOWLEDGES THAT THE EMPLOYEE HAS READ THIS AGREEMENT
CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY
UNDERSTANDS THAT BY SIGNING BELOW THE EMPLOYEE IS GIVING UP CERTAIN RIGHTS
WHICH THE EMPLOYEE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE
RELEASEES, AS DESCRIBED IN SECTION IV OF THIS AGREEMENT AND THE OTHER
PROVISIONS HEREOF. THE EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE HAS NOT BEEN
FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT, AND THE
EMPLOYEE AGREES TO ALL OF ITS TERMS VOLUNTARILY.


 


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VII.                           Revocation


 


The Employee hereby acknowledges and understands
that the Employee shall have seven days from the date of the Employee’s
execution of this Agreement to revoke this Agreement (including, without
limitation, any and all claims arising under the ADEA) by providing written
notice of revocation delivered to the Chief Executive Officer of the Company no
later than 5:00 p.m. on the seventh day after the Employee has signed the
Agreement.  Neither the Company nor any
other person is obligated to provide any benefits to the Employee pursuant to Section IV
of the Plan until eight days have passed since the Employee’s signing of this
Agreement without the Employee having revoked this Agreement.   If the Employee revokes this Agreement
pursuant to this Section, the Employee shall be deemed not to have accepted the
terms of this Agreement, and no action shall be required of AIG under any
section of this Agreement.


 


VIII.                       No
Admission


 


This
Agreement does not constitute an admission of liability or wrongdoing of any
kind by the Employee or AIG.


 


IX.                               Restrictive Covenants


 


A.
Non-Competition/Non-Solicitation


 


The
Employee acknowledges and recognizes the highly competitive nature of the
businesses of AIG and accordingly agrees as follows:


 


1.
During the period commencing on the Employee’s Termination Date and ending on
the earlier of the (i) the one-year anniversary of such date and (ii) the
Severance End Date (the “Restricted Period”),
the Employee shall not, directly or indirectly:


 


(a) 
Engage in any “Competitive Business” (defined below) for the Employee’s own
account;


 


(b) 
Enter the employ of, or render any services to, any person engaged in any
Competitive Business;


 


(c) 
Acquire a financial interest in, or otherwise become actively involved with,
any person engaged in any Competitive Business, directly or indirectly, as an
individual, partner, shareholder, officer, director, principal, agent, trustee
or consultant; or


 


(d) 
Interfere with business relationships between AIG and customers or suppliers
of, or consultants to AIG.


 


2.
For purposes of this Section IX, a “Competitive Business”
means, as of any date, including during the Restricted Period, any person or
entity (including any joint venture, partnership, firm, corporation or limited
liability company) that engages in or proposes to engage in the following
activities in any geographical area in which AIG does business:


 


(a) 
The property and casualty insurance business, including commercial insurance,
business insurance, personal insurance and specialty insurance;


 


(b) 
The life and accident and health insurance business;


 


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(c) 
The underwriting, reinsurance, marketing or sale of (y) any form of
insurance of any kind that AIG as of such date does, or proposes to, underwrite,
reinsure, market or sell (any such form of insurance, an “AIG
Insurance Product”), or (z) any other form of insurance that is
marketed or sold in competition with any AIG Insurance Product;


 


(d) 
The investment and financial services business, including retirement services
and mutual funds services; or


 


(e) 
Any other business that as of such date is a direct and material competitor of
one of AIG’s businesses.


 


3.  Notwithstanding anything to the contrary in
this Agreement, the Employee may directly or indirectly, own, solely as an
investment, securities of any person engaged in the business of AIG which are
publicly traded on a national or regional stock exchange or on the
over-the-counter market if the Employee (a) is not a controlling person
of, or a member of a group which controls, such person and (b) does not,
directly or indirectly, own one percent or more of any class of securities of
such person.


 


4.  During the Restricted Period, the Employee
shall not, directly or indirectly, without AIG’s written consent, hire, solicit
or encourage to cease to work with AIG any employee, consultant or agent of AIG.


 


5.  The Employee understands that the provisions
of this Section IX.A may limit the Employee’s ability to earn a livelihood
in a business similar to the business of AIG but the Employee nevertheless
agrees and hereby acknowledges that:


 


(a) 
Such provisions do not impose a greater restraint than is necessary to protect
the goodwill or other business interests of AIG;


 


(b) 
Such provisions contain reasonable limitations as to time and scope of activity
to be restrained;


 


(c) 
Such provisions are not harmful to the general public; and


 


(d) 
Such provisions are not unduly burdensome to the Employee.  In consideration of the foregoing and in
light of the Employee’s education, skills and abilities, the Employee agrees
that she shall not assert that, and it should not be considered that, any
provisions of Section IX.A otherwise are void, voidable or unenforceable
or should be voided or held unenforceable.


 


6.  It is expressly understood and agreed that,
although the Employee and the Company consider the restrictions contained in
this Section IX.A to be reasonable, if a judicial determination is made by
a court of competent jurisdiction that the time or territory or any other
restriction contained in this Section IX.A or elsewhere in this Agreement
is an unenforceable restriction against the Employee, the provisions of the
Agreement shall not be rendered void but shall be deemed amended to apply as to
such maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable.  Alternatively, if any court of competent
jurisdiction finds that any restriction contained in this Agreement is
unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.


 


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B. Nondisparagement


 


The
Employee agrees (whether during or after the Employee’s employment with AIG)
not to issue, circulate, publish or utter any false or disparaging statements,
remarks or rumors about AIG or the officers, directors or managers of AIG other
than to the extent reasonably necessary in order to (a) assert a bona fide
claim against AIG arising out of the Employee’s employment with AIG, or (b) respond
in a truthful and appropriate manner to any legal process or give truthful and
appropriate testimony in a legal or regulatory proceeding.


 


C. Code of Conduct


 


The
Employee agrees to abide by all of the terms of the Company’s Code of Conduct
or the Director, Executive Officer and Senior Financial Officer Code of
Business Conduct and Ethics that continue to apply after termination of employment.


 


D. Confidentiality/Company Property


 


The
Employee acknowledges that the disclosure of this Agreement or any of the terms
hereof could prejudice AIG and would be detrimental to AIG’s continuing
relationship with its employees. 
Accordingly, the Employee agrees not to discuss or divulge either the
existence or contents of this Agreement to anyone other than the Employee’s
immediate family, attorneys or tax advisors, and further agrees to use the
Employee’s best efforts to ensure that none of those individuals will reveal
its existence or contents to anyone else. 
The Employee shall not, without the prior written consent of AIG, use,
divulge, disclose or make accessible to any other person, firm, partnership,
corporation or other entity, any “Confidential Information” (as defined below),
or any “Personal Information” (as defined below); provided
that the Employee may disclose Confidential Information, Personal Information
or information about the existence or content of this Agreement when required
to do so by a court of competent jurisdiction, by any governmental agency
having supervisory authority over the business of AIG, as the case may be, or
by any administrative body or legislative body (including a committee thereof)
with jurisdiction to order the Employee to divulge, disclose or make accessible
such information; provided, further, that in the
event that the Employee is ordered by a court or other government agency to
disclose any Confidential Information or Personal Information, the Employee
shall:


 


(a) Promptly
notify AIG of such order;


 


(b) 
At the written request of AIG, diligently contest such order at the sole
expense of AIG; and


 


(c) 
At the written request of AIG, seek to obtain, at the sole expense of AIG, such
confidential treatment as may be available under applicable laws for any
information disclosed under such order.


 


Upon
the Termination Date the Employee shall return AIG property, including, without
limitation, files, records, disks and any media containing Confidential
Information or Personal Information. For purposes of this Section IX.D:


 


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“Confidential Information” shall mean information concerning
the financial data, strategic business plans, product development (or other
proprietary product data), customer lists, marketing plans and other,
proprietary and confidential information relating to the business of AIG or
customers, that, in any case, is not otherwise available to the public (other
than by the Employee’s breach of the terms hereof).


 


“Personal Information” shall mean any information concerning
the personal, social or business activities of the officers or directors of the
Company.


 


E. Developments


 


Developments
shall be the sole and exclusive property of AIG. The Employee agrees to, and
hereby does, assign to AIG, without any further consideration, all of the
Employee’s right, title and interest throughout the world in and to all
Developments. The Employee agrees that all such Developments that are
copyrightable may constitute works made for hire under the copyright laws of
the United States and, as such, acknowledges that AIG is the author of such
Developments and owns all of the rights comprised in the copyright of such
Developments.  The Employee hereby
assigns to AIG without any further consideration all of the rights comprised in
the copyright and other proprietary rights the Employee may have in any such
Development to the extent that it might not be considered a work made for hire.
The Employee shall make and maintain adequate and current written records of
all Developments and shall disclose all Developments promptly, fully and in
writing to the Company promptly after development of the same, and at any time
upon request.


 


“Developments” shall mean all discoveries, inventions, ideas,
technology, formulas, designs, software, programs, algorithms, products,
systems, applications, processes, procedures, methods and improvements and
enhancements conceived, developed or otherwise made or created or produced by
the Employee alone or with others, and in any way relating to the business or
any proposed business of AIG of which the Employee has been made aware, or the
products or services of AIG of which the Employee has been made aware, whether
or not subject to patent, copyright or other protection and whether or not
reduced to tangible form, at any time during the Employee’s employment with
AIG.


 


F. Cooperation


 


The
Employee agrees (whether during employment or after the Termination Date) to
cooperate:


 


(a) With
AIG in connection with any litigation or regulatory matters in which the
Employee may have relevant knowledge or information, and


 


(b) With
all government authorities on matters pertaining to any investigation,
litigation or administrative proceeding pertaining to AIG.


 


This
cooperation shall include, without limitation, the following:


 


(x) To
meet and confer, at a time mutually convenient to the Employee and AIG, with
AIG’s designated in-house or outside attorneys to answer questions, explain
factual situations, prepare to testify, or appear for deposition;


 


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(y) To
appear for trial and give truthful trial testimony without the need to serve a
subpoena for such appearance and testimony; and


 


(z) To
give truthful sworn statements to AIG’s attorneys upon their request and, for
purposes of any deposition or trial testimony, to adopt AIG’s attorneys as the Employee’s
own (provided that there is no conflict of
interest that would disqualify the attorneys from representing the Employee),
and to accept their record instructions at deposition.


 


The
Company agrees to reimburse the Employee for reasonable out-of-pocket expenses
necessarily incurred by the Employee in connection with the cooperation set
forth in this Section IX.F.


 


X.                                   Enforcement


 


If
at any time (a) the Employee breaches any of the provisions of this
Agreement or (b) the Plan Administrator of the Plan determines that
grounds existed, on or prior to the Termination Date, including prior to the
Effective Date of the Plan, for AIG to terminate the Employee’s employment for “Cause”
(as defined in the Plan), (y) no further payments or benefits shall be due
to the Employee under this Agreement and/or the Plan; and (z) the Employee
shall be obligated to repay to AIG, immediately and in a cash lump sum, the
amount of any Severance Installments and other Severance benefits (other than
any amounts received by the Employee under Section IV.D, E or F)
previously received by the Employee under this Agreement and/or the Plan (which
shall, for the avoidance of doubt, be calculated on a pre-tax basis); provided that the Employee shall in all events be entitled
to receive accrued wages and expense reimbursement and accrued but unused
vacation pay as set forth in Section IV.A of the Plan.


 


The
Employee acknowledges and agrees that AIG’s remedies at law for a breach or
threatened breach of any of the provisions of Sections IX.A, B, D and E of this
Agreement would be inadequate, and, in recognition of this fact, the Employee
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, AIG, without posting any bond, shall be entitled to obtain
equitable relief in the form of specific performance, temporary restraining
order, temporary or permanent injunction or any other equitable remedy which
may then be available. In addition, AIG shall be entitled to immediately cease
paying any amounts remaining due or providing any benefits to the Employee
pursuant to Section IV of the Plan upon a determination by the “Plan
Administrator” (as defined in the Plan) that the Employee has violated any
provision of Section IX of this Agreement, subject to payment of all such
amounts upon a final determination, by a court of competent jurisdiction, that
the Employee had not violated Section IX of this Agreement.


 


XI.                               General
Provisions


 


A. No Waiver; Severability


 


A
failure of the Company or any of the Releasees to insist on strict compliance
with any provision of this Agreement shall not be deemed a waiver of such
provision or any other provision hereof. If any provision of this Agreement is
determined to be so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable, and in the event that any
provision is determined to be entirely unenforceable, such provision shall be
deemed severable, such that all other provisions of this Agreement shall remain
valid and binding upon the Employee and the Releasees.


 


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B. Governing Law


 


THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED
WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE
CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE
APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEW YORK. THE EMPLOYEE
CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN NEW
YORK.


 


Compensation
and/or payments under this Agreement are subject to applicable regulations
issued by the U.S. Department of the Treasury and applicable requirements of
agreements between American International Group, Inc. and the U.S.
government, as the same are in effect from time to time.  Employee may receive compensation and/or
payments under this Agreement only to the extent that they are consistent with
those regulations and requirements.


 


C. Entire Agreement/Counterparts


 


This
Agreement constitutes the entire understanding and agreement between the Company
and the Employee with regard to all matters herein. There are no other
agreements, conditions, or representations, oral or written, express or
implied, with regard thereto.  This
Agreement may be amended only in writing, signed by the parties hereto.  This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


 


D. Notice


 


For
the purpose of this Agreement, notices and all other communications provided
for in this Agreement shall be in writing and shall be deemed to have been duly
given if delivered: (a) personally; (b) by overnight courier service;
(c) by facsimile transmission; or (d) by United States registered
mail, return receipt requested, postage prepaid, addressed to the respective
addresses, as set forth below, or to such other address as either party may
have furnished to the other in writing in accordance herewith; provided that notice of change of address shall be effective
only upon receipt.  Notices shall be
deemed given as follows: (x) notices sent by personal delivery or
overnight courier shall be deemed given when delivered; (y) notices sent
by facsimile transmission shall be deemed given upon the sender’s receipt of
confirmation of complete transmission; and (z) notices sent by United
States registered mail shall be deemed given two days after the date of deposit
in the United States mail.


 


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If
to the Employee, to the address as shall most currently appear on the records
of the Company.


 


If
to the Company, to:


 


American
International Group, Inc.


70
Pine Street


New
York, NY 10270


Fax:
212-770-1584


Attn:
Chief Executive Officer


 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement.


 


EMPLOYEE


 


	
  By:

  	
  /s/
  Anastasia D. Kelly

  	
   

  	
   

  
	
   

  	
  Name: Anastasia
  D. Kelly

  	
  Date: 12/30/09

  	
   

  
	
   

  	
  Title: Vice
  Chairman

  	
   

  
	
   

  	
   

  
	
  AMERICAN
  INTERNATIONAL GROUP, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Robert H. Benmosche

  	
   

  	
   

  
	
   

  	
  Name:
  Robert H. Benmosche

  	
  Date:
  12/30/09

  	
   

  
	
   

  	
  Title:
  Chief Executive Officer

  	
   

  
					



 


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