exv4w1






Exhibit 4.1




 





TAX ASSET PROTECTION PLAN




dated as of



March 9, 2011



between



AMERICAN INTERNATIONAL GROUP, INC.



and



Wells Fargo Bank, National Association,



as Rights Agent



 









 









 








TAX ASSET PROTECTION PLAN




Table of Contents



	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	 
	 	 	 	 
	DEFINITIONS

	 
	 	 	 	 
	1.1 Definitions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	THE RIGHTS

	 
	 	 	 	 
	2.1 Summary of Rights
	 	 	10	 
	2.2 Legend
	 	 	10	 
	2.3 Exercise of Rights; Separation of Rights
	 	 	12	 
	2.4 Adjustments to Exercise Price; Number of Rights
	 	 	16	 
	2.5 Date on Which Exercise is Effective
	 	 	18	 
	2.6 Execution, Authentication, Delivery and Dating of Rights Certificates
	 	 	18	 
	2.7 Registration, Registration of Transfer and Exchange
	 	 	19	 
	2.8 Mutilated, Destroyed, Lost and Stolen Rights Certificates
	 	 	21	 
	2.9 Persons Deemed Owners
	 	 	22	 
	2.10 Delivery and Cancellation of Certificates
	 	 	22	 
	2.11 Agreement of Rights Holders
	 	 	23	 
	 
	 	 	 	 
	ARTICLE III



	ADJUSTMENTS TO THE RIGHTS IN

	THE EVENT OF CERTAIN TRANSACTIONS

	 
	 	 	 	 
	3.1 Flip-in
	 	 	24	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	THE RIGHTS AGENT

	 
	 	 	 	 
	4.1 General
	 	 	31	 
	4.2 Merger or Consolidation or Change of Name of Rights Agent
	 	 	32	 
	4.3 Duties of Rights Agent
	 	 	33	 
	4.4 Change of Rights Agent
	 	 	37	 






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	 	 	Page	 
	ARTICLE V

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	5.1 Redemption
	 	 	39	 
	5.2 Expiration
	 	 	40	 
	5.3 Process to Seek Exemption
	 	 	40	 
	5.4 Issuance of New Rights Certificates
	 	 	43	 
	5.5 Supplements and Amendments
	 	 	44	 
	5.6 Fractional Shares
	 	 	44	 
	5.7 Holder of Rights Not Deemed a Stockholder
	 	 	44	 
	5.8 Notices
	 	 	45	 
	5.9 Suspension of Exercisability or Exchangeability
	 	 	46	 
	5.10 Successors
	 	 	47	 
	5.11 Benefits of this Plan
	 	 	47	 
	5.12 Determination and Actions by the Board of Directors, etc.
	 	 	47	 
	5.13 Descriptive Headings; Section References
	 	 	48	 
	5.14 GOVERNING LAW; EXCLUSIVE JURISDICTION
	 	 	48	 
	5.15 Counterparts
	 	 	49	 
	5.16 Severability
	 	 	49	 
	5.17 Withholding Rights
	 	 	50	 






EXHIBITS




	 	 	 

	Exhibit A

	 	Form of Rights Certificate (together with Form of Election to
Exercise)
	 
	 	 
	Exhibit B

	 	Form of Certificate of Designation and Terms of Participating
Preferred Stock











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TAX ASSET PROTECTION PLAN




          TAX ASSET PROTECTION PLAN (as amended from time to time, this “Plan”), dated as of March 9,
2011, between American International Group, Inc., a Delaware corporation (including any successor
hereunder, the “Company”), and Wells Fargo Bank, National Association, a national banking
association, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights
Agent hereunder).




WITNESSETH:




          WHEREAS, (a) the Company and certain of its Subsidiaries (as defined below) have certain net
operating losses and certain other tax attributes (collectively, “NOLs”) for United States federal
income tax purposes; (b) the Company desires to avoid an “ownership change” within the meaning of
Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and thereby preserve the
Company’s ability to utilize such NOLS, and (c) in furtherance of such objective, the Company
desires to enter into this Plan;




          WHEREAS, the Board of Directors of the Company (the “Board of Directors”) has (a) authorized
and declared a dividend of one right (“Right”) in respect of each share of Common Stock (as
hereinafter defined) held of record as of the Close of Business (as hereinafter defined) on March
18, 2011 (the “Record Time”) payable in respect of each such share upon certification by the New
York Stock Exchange (the “NYSE”) to the Securities and Exchange Commission that the Rights have
been approved for listing and registration (the “Payment Time”) and (b) as provided in Section 2.4,
authorized the issuance of one Right in respect of each share of Common Stock






 









 







issued after the Record Time and prior to the Separation Time (as hereinafter defined) and, to
the extent provided in Section 5.4, each share of Common Stock issued after the Separation Time;




          WHEREAS, subject to the terms and conditions hereof, each Right entitles the holder thereof,
at or after the Separation Time, to purchase securities or assets of the Company pursuant to the
terms and subject to the conditions set forth herein; and




          WHEREAS, the Company desires to appoint the Rights Agent to act on behalf of the Company, and
the Rights Agent is willing so to act, in connection with the issuance, transfer and exchange of
Rights Certificates (as hereinafter defined), the exercise of Rights and other matters referred to
herein;




          NOW THEREFORE, in consideration of the premises and the respective agreements set forth
herein, the parties hereby agree as follows:




ARTICLE I




DEFINITIONS



          1.1 Definitions. For purposes of this Plan, the following terms have the meanings indicated:




          “Acquiring Person” shall mean any Person who is or becomes the Beneficial Owner of 4.99% or
more of the outstanding shares of Common Stock at any time after the first public announcement of
this Plan; provided, however, that the term “Acquiring Person” shall not include
(i) any Person who is the Beneficial Owner of 4.99% or more of the outstanding shares of Common
Stock at the time of the first public announcement of the adoption of this Plan and who
continuously thereafter is the






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Beneficial Owner of 4.99% or more of the outstanding shares of Common Stock (an “Existing
Holder”), until such time thereafter as such Person becomes the Beneficial Owner (other than by
means of a stock dividend, stock split or reclassification) of additional shares of Common Stock,
(ii) any Person who becomes the Beneficial Owner of 4.99% or more of the outstanding shares of
Common Stock after the time of the first public announcement of this Plan solely as a result of (A)
an acquisition by the Company of shares of Common Stock, (B) an acquisition directly from the
Company in a transaction which duly authorized officers of the Company have determined shall not
result in the creation of an Acquiring Person under the Plan, or (C) an acquisition of Common Stock
(or any security convertible into or exchangeable for Common Stock) by any underwriter, dealer or
initial purchaser from the United States Department of the Treasury for resale in a transaction
contemplated by the Registration Rights Agreement, dated January 14, 2011, as amended from time to
time, between the Company and the United States Department of the Treasury, until, in each case,
such time thereafter as such Person becomes the Beneficial Owner (other than by means of a stock
dividend, stock split or reclassification) of additional shares of Common Stock while such Person
is or as a result of which such Person becomes the Beneficial Owner of 4.99% or more of the
outstanding shares of Common Stock, (iii) any Person who the Board of Directors determines, in its
sole discretion, has inadvertently become the Beneficial Owner of 4.99% or more of the outstanding
shares of Common Stock, if such Person promptly divests, or promptly enters into an agreement with,
and satisfactory to, the Board of Directors, in the Board of Directors’ sole discretion, to divest,
and subsequently divests in






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accordance with the terms of such agreement (without exercising or retaining any power,
including voting power, with respect to such shares), sufficient shares of Common Stock (or
securities convertible into, exchangeable into or exercisable for Common Stock) so that such Person
ceases to be the Beneficial Owner of 4.99% or more of the outstanding shares of Common Stock or
(iv) any Person determined by the Board of Directors to be an “Exempt Person” in accordance with
Section 5.3 for so long as such person complies with any limitations or conditions required by the
Board of Directors in making such determination. In addition, the Company, any Subsidiary of the
Company and any employee stock ownership or other employee benefit plan of the Company or a
Subsidiary of the Company (or any entity or trustee holding shares of Common Stock for or pursuant
to the terms of any such plan or for the purpose of funding any such plan or funding other employee
benefits for employees of the Company or of any Subsidiary of the Company) shall not be an
Acquiring Person. For all purposes of this Plan, any calculation of the number of shares of Common
Stock outstanding at any particular time, for purposes of determining the particular percentage of
such outstanding Common Stock of which any Person is the Beneficial Owner, shall be made pursuant
to and in accordance with Section 382 of the Code and the Treasury Regulations promulgated
thereunder.




          “Affiliate” shall have the meaning ascribed to such terms in Rule 12b-2 under the Exchange
Act, as such Rule is in effect on the date of this Plan.




          A Person shall be deemed the “Beneficial Owner”, and to have “Beneficial Ownership” of, and to
“Beneficially Own”, any securities (i) which such Person directly






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owns, (ii) which such Person would be deemed to indirectly or constructively own for purposes
of Section 382 of the Code and the Treasury Regulations promulgated thereunder or (iii) which any
other Person Beneficially Owns, but only if such Person and such other Person are part of the same
group of Persons that, with respect to such security, are treated as one “entity” as defined under
Treasury Regulation 1.382-3(a)(1).




          “Board of Directors” shall have the meaning set forth in the Recitals and includes any duly
authorized committee thereof.




          “Business Day” shall mean any day other than a Saturday, Sunday or a day on which banking
institutions in New York, New York are generally authorized or obligated by law or executive order
to close.




          “Close of Business” on any given date shall mean 5:00 p.m. New York City time on such date or,
if such date is not a Business Day, 5:00 p.m. New York City time on the next succeeding Business
Day.




          “Common Stock” shall mean the shares of Common Stock, par value $2.50 per share, of the
Company and shares of capital stock of the Company issued in exchange or substitution for such
Common Stock.




          “Company” shall have the meaning set forth in the preamble.




          “Election to Exercise” shall have the meaning set forth in Section 2.3(d).




          “Excess Shares” shall have the meaning set forth in Section 3.1(a).




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.




          “Exchange Ratio” shall have the meaning set forth in Section 3.1(c).






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          “Exchange Time” shall mean the time at which the right to exercise the Rights shall terminate
pursuant to Section 3.1(c).




          “Exercise Price” shall mean, as of any date, the price at which a holder may purchase the
securities issuable upon exercise of one whole Right. Until adjustment thereof in accordance with
the terms hereof, the Exercise Price shall equal $185.00.




          “Expansion Factor” shall have the meaning set forth in Section 2.4(a).




          “Expiration Time” shall mean the earliest of (i) the Exchange Time, (ii) the Redemption Time,
(iii) the Close of Business on the third anniversary of the date of this Plan, provided that the
Board of Directors may determine to extend this Plan prior to such anniversary as long as the
extension is submitted to the stockholders of the Company for ratification at the next succeeding
annual meeting and (iv) the time at which the Board of Directors receives, at the Boards request, a
report from the Companys advisors that the NOLs are
utilized in all material respects or no longer available in any material respect under Section 382
of the Code or any applicable state law or that an ownership change under Section 382 of the Code
would not adversely impact in any material respect the time period in which the Company could use
the NOLs, or materially impair the amount of the NOLs that could be used by the Company in any
particular time period, for applicable tax purposes.




          “Flip-in Date” shall mean any Stock Acquisition Date or such later date and time as the Board
of Directors may from time to time fix by resolution adopted prior to the Flip-in Date that would
otherwise have occurred.




          “Market Price” per share of any securities on any date shall mean the average of the daily
closing prices per share of such securities (determined as described






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below) on each of the 20 consecutive Trading Days through and including the Trading Day
immediately preceding such date; provided, however, that if any event described in
Section 2.4, or any analogous event, shall have caused the closing prices used to determine the
Market Price on any Trading Days during such period of 20 Trading Days not to be fully comparable
with the closing price on such date, each such closing price so used shall be appropriately
adjusted by the Board of Directors in order to make it fully comparable with the closing price on
such date. The closing price per share of any securities on any date shall be the last reported
sale price, regular way, or, in case no such sale takes place or is quoted on such date, the
average of the closing bid and asked prices, regular way, for each share of such securities, in
either case as reported in the principal consolidated transaction reporting system with respect to
securities listed on the NYSE or, if the securities are not listed on the NYSE, as reported on the
NASDAQ Stock Market or, if the securities are not listed on the NASDAQ Stock Market, as reported in
the principal consolidated transaction reporting system with respect to the principal national
securities exchange on which the securities are listed or admitted to trading or, if the securities
are not listed or admitted to trading on any national securities exchange, as reported by such
other quotation system then in use or, if on any such date the securities are not listed or
admitted to trading on any national securities exchange or quoted by any such quotation system, the
average of the closing bid and asked prices in the over-the-counter market as furnished by a
professional market maker making a market in the securities selected by the Board of Directors;
provided, however, that if on any such date the securities are not listed or
admitted to trading on a national securities exchange or






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traded in the over-the-counter market, the closing price per share of such securities on such
date shall mean the fair value per share of such securities on such date as determined in good
faith by the Board of Directors, after consultation with a nationally recognized investment banking
firm, and set forth in a certificate delivered to the Rights Agent.




          “NOLs” shall have the meaning set forth in the Recitals.




          “NYSE” shall have the meaning set forth in the Recitals.




          “Payment Time” shall have the meaning set forth in the Recitals.




          “Person” shall mean any individual, firm, partnership, limited liability company, trust,
association, limited liability partnership, corporation or other “entity” within the meaning of
Treasury Regulation Section 1.382-3(a)(1)(i) and shall include any successor (by merger or
otherwise) of any such entity.




          “Plan” shall have the meaning set forth in the Preamble.




          “Preferred Stock” shall mean the series of Participating Preferred Stock, par value $5.00 per
share, of the Company created by a Certificate of Designation and Terms in substantially the form
set forth in Exhibit B hereto appropriately completed.




          “Record Time” shall have the meaning set forth in the Recitals.




          “Redemption Price” shall mean an amount equal to $0.001.




          “Redemption Time” shall mean the time at which the right to exercise the Rights shall
terminate pursuant to Section 5.1.




          “Right” shall have the meaning set forth in the Recitals.




          “Rights Agent” shall have the meaning set forth in the Preamble.




          “Rights Certificate” shall have the meaning set forth in Section 2.3(c).






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          “Rights Register” shall have the meaning set forth in Section 2.7(a).




          “Separation Time” shall mean the next Business Day following the earlier of (i) the tenth
Business Day (or such later date as the Board of Directors may from time to time fix by resolution
adopted prior to the Separation Time that otherwise would have occurred) after the date on which
any Person commences a tender or exchange offer that, if consummated, would result in such Person’s
becoming an Acquiring Person and (ii) the date of the first event causing a Flip-in Date to occur;
provided, that if the foregoing results in the Separation Time being prior to the Record
Time, the Separation Time shall be the Record Time and provided further, that if
any tender or exchange offer referenced in clause (i) of this paragraph is cancelled, terminated or
otherwise withdrawn prior to the Separation Time without the purchase of any shares of Common Stock
pursuant thereto, such offer shall be deemed, for purposes of this paragraph, never to have been
made.




          “Stock Acquisition Date” shall mean the first date on which there shall be a public
announcement by the Company (by any means) that a Person has become an Acquiring Person, which
announcement makes express reference to such status as an Acquiring Person pursuant to this Plan.




          “Subsidiary” of any specified Person shall mean any corporation or other entity of which a
majority of the voting power of the equity securities or a majority of the equity or membership
interest is Beneficially Owned, directly or indirectly, by such Person.




          “Trading Day,” when used with respect to any securities, shall mean a day on which the NYSE is
open for the transaction of business or, if such securities are not






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listed or admitted to trading on the NYSE, a day on which the principal national securities
exchange on which such securities are listed or admitted to trading is open for the transaction of
business or, if such securities are not listed or admitted to trading on any national securities
exchange, a Business Day.




          “Trading Regulation” shall have the meaning set forth in Section 2.3(c).




          “Trust” shall have the meaning set forth in Section 3.1(c).




          “Trust Agreement” shall have the meaning set forth in Section 3.1(c).




          “Vice President,” when used with respect to the Company, means any vice president, whether or
not designated by a number or a word or words added before or after the title “vice president.”




ARTICLE II




THE RIGHTS



          2.1 Summary of Rights. As soon as practicable after the Record Time, but not later than the date of mailing of the
Company’s definitive Proxy Statement relating to its 2011 Annual Meeting of Shareholders, the
Company will mail a letter summarizing the terms of the Rights to each holder of record of Common
Stock as of the Record Time, at such holder’s address as shown by the records of the Company.




          2.2 Legend.




          The registration of the Common Stock on the stock transfer books of the Company, or, if
issued, certificates for Common Stock, shall evidence one Right for each share of Common Stock
represented thereby and the Company shall mail to every Person that acquires Common Stock after the
Payment Time either a confirmation of the






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registration of such Common Stock on the stock transfer books of the Company or Certificates
for such Common Stock, which confirmation or Certificates will have impressed, printed, written or
stamped thereon or otherwise affixed thereto the following legend:





Until the Separation Time (as defined in the Plan referred to below), this also evidences
and entitles the holder hereof to certain Rights as set forth in a Tax Asset Protection
Plan, dated as of March 9, 2011, (as such may be amended from time to time, the “Plan”),
between American International Group, Inc. (the “Company”) and Wells Fargo Bank, National
Association, as Rights Agent, the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of the Company.
Under certain circumstances, as set forth in the Plan, such Rights may be redeemed, may
become exercisable for securities or assets of the Company, may be exchanged for shares of
Common Stock or other securities or assets of the Company, may expire, may become null and
void (including if they are “Beneficially Owned” by an “Acquiring Person” or an “Affiliate”
thereof, as such terms are defined in the Plan, or by any transferee of any of the
foregoing) or may be evidenced by separate certificates and may no longer be evidenced by
this certificate. The Company will mail or arrange for the mailing of a copy of the Plan
to the holder hereof without charge after the receipt of a written request therefor.



          Certificates representing shares of Common Stock that are issued and outstanding at the
Payment Time shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for
each share of Common Stock evidenced thereby notwithstanding the absence of the foregoing legend.
The Company shall mail or arrange for the mailing of a copy of this Plan to any Person that holds
Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on
the stock transfer books of the Company or certificates representing such shares, without charge
after the receipt of a written request therefor.






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          2.3 Exercise of Rights; Separation of Rights. (a) Subject to Sections 3.1, 5.1 and 5.9 and subject to adjustment as herein set forth,
each Right will entitle the holder thereof, at or after the Separation Time and prior to the
Expiration Time, to purchase, for the Exercise Price, one ten-thousandth of a share of Preferred
Stock.




          (b) Until the Separation Time, (i) no Right may be exercised and (ii) each Right will be
evidenced by the registration of the associated Common Stock on the stock transfer books of the
Company and the confirmation thereof provided for in Section 2.2, together, in the case of Common
Stock issued and outstanding at the Payment Time, with the letter mailed to the record holder
thereof pursuant to Section 2.1, and will be transferable only together with, and will be
transferred by a transfer (whether with or without such letter or confirmation) of, such associated
share.




          (c) Subject to the terms and conditions hereof, at or after the Separation Time and prior to
the Expiration Time, the Rights (i) may be exercised pursuant to Section 2.3(d) below, (ii) will be
transferred independent of shares of Common Stock and (iii) the Rights Agent will mail to each
holder of record of Common Stock (provided that the Board of Directors has not elected to exchange
all of the then outstanding Rights pursuant to Section 3.1(c)) as of the Separation Time (other
than any Person whose Rights have become null and void pursuant to Section 3.1(b)), at such
holder’s address as shown by the records of the Company (the Company hereby agreeing to furnish
copies of such records to the Rights Agent for this purpose), (x) a certificate (a “Rights
Certificate”) in substantially the form of Exhibit A hereto appropriately completed, representing
the number of Rights held by such holder at the Separation Time






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and having such marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with
the provisions of this Plan, or as may be required to comply with any law, rule or regulation or
with any rule or regulation of any national securities exchange or quotation system on which the
Rights may from time to time be listed or traded (“Trading Regulation”), or to conform to usage,
and (y) a disclosure statement describing the Rights. Receipt of a Rights Certificate by any
Person shall not preclude a later determination that such Rights are null and void pursuant to
Section 3.1(b).




          (d) Subject to the terms and conditions hereof, Rights may be exercised on any Business Day at
or after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent the
Rights Certificate evidencing such Rights with an Election to Exercise (an “Election to Exercise”)
substantially in the form attached to the Rights Certificate duly executed and properly completed,
accompanied by payment in cash, or by certified or official bank check or money order payable to
the order of the Company, of a sum equal to the Exercise Price multiplied by the number of Rights
being exercised and a sum sufficient to cover any transfer tax or charge that may be payable in
respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance
or delivery of certificates (or, if uncertificated, the registration on the stock transfer books of
the Company) for shares or depositary receipts (or both) in a name other than that of the holder of
the Rights being exercised.




          (e) Upon receipt of a Rights Certificate, with an Election to Exercise accompanied by payment
as set forth in Section 2.3(d), and subject to the terms and






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conditions hereof, the Rights Agent will thereupon promptly (i)(A) requisition from a transfer
agent stock certificates evidencing such number of shares or other securities to be purchased or,
in the case of uncertificated shares or other securities, requisition from a transfer agent a
notice setting forth such number of shares or other securities to be purchased for which
registration will be made on the stock transfer books of the Company (the Company hereby
irrevocably authorizing its transfer agents to comply with all such requisitions), and (B) if the
Company elects pursuant to Section 5.6 not to issue certificates (or effect registrations on the
stock transfer books of the Company) representing fractional shares, requisition from the
depositary selected by the Company depositary receipts representing the fractional shares to be
purchased (the Company hereby irrevocable authorizes each such depositary agent to comply with such
requisitions) or, when necessary to comply with this Plan, requisition from the Company the amount
of cash to be paid in lieu of fractional shares in accordance with Section 5.6 and (ii) after
receipt of such certificates, depositary receipts, notices and/or cash, deliver the same to or upon
the order of the registered holder of such Rights Certificate, registered (in the case of
certificates, depositary receipts or notices) in such name or names as may be designated by such
holder.




          (f) In case the holder of any Rights shall exercise less than all of the Rights evidenced by
such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining
unexercised will be issued by the Rights Agent to such holder or to such holder’s duly authorized
assigns.






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          (g) The Company covenants and agrees that it will (i) take all such action as may be necessary
to ensure that all shares delivered (or evidenced by registration on the stock transfer books of
the Company) upon exercise of Rights shall, at the time of delivery of the certificates (or
registration) for such shares (subject to payment of the Exercise Price), be duly and validly
authorized, executed, issued and delivered (or registered) and fully paid and nonassessable; (ii)
take all such action as may be necessary to comply with any applicable requirements of the
Securities Act of 1933, as amended from time to time, or the Exchange Act, and the rules and
regulations thereunder, and any other applicable law, rule or regulation, in connection with the
issuance of any shares upon exercise of Rights; and (iii) pay when due and payable any and all
federal and state transfer taxes and charges that may be payable in respect of the original
issuance or delivery of the Rights Certificates or of any shares issued upon the exercise of
Rights, provided, that the Company shall not be required to pay any transfer tax or charge
that may be payable in respect of any transfer involved in the transfer or delivery of Rights
Certificates or the issuance or delivery of certificates (or the registration) for shares in a name
other than that of the holder of the Rights being transferred or exercised.




          (h) Notwithstanding anything in this Plan to the contrary, neither the Rights Agent nor the
Company shall be obligated to undertake any action with respect to the exercise or assignment of a
Rights Certificate unless the registered holder of such Rights Certificate shall have (i) properly
completed and duly signed the certificate following the form of assignment or the form of election
to exercise, as applicable, set forth on the reverse side of the Rights Certificate surrendered for
such exercise or






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assignment, (ii) provided such additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) thereof and of the Rights evidenced thereby, and the Affiliates of such
Beneficial Owner or former Beneficial Owner, as the Company or the Rights Agent may reasonably
request and (iii) paid a sum sufficient to cover any tax or charge that may be imposed as required
under Section 2.3(d).




          2.4 Adjustments to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time and prior to the
Separation Time (i) declare or pay a dividend on Common Stock payable in Common Stock, (ii)
subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller
number of shares of Common Stock, (x) the Exercise Price in effect after such adjustment will be
equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of
shares of Common Stock including any fractional shares in lieu of which such holder received cash
(the “Expansion Factor”) that a holder of one share of Common Stock immediately prior to such
dividend, subdivision or combination would hold thereafter as a result thereof and (y) each Right
held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and
the adjusted number of Rights will be deemed to be distributed among the shares of Common Stock
with respect to which the original Rights were associated (if they remain outstanding) and the
shares issued in respect of such dividend, subdivision or combination, so that each such share of
Common Stock will have exactly one Right associated with it. Each adjustment made pursuant to this
paragraph shall be made as of the payment or effective date for the applicable dividend,
subdivision or combination.






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          In the event that the Company shall at any time after the Record Time and prior to the
Separation Time issue any shares of Common Stock otherwise than in a transaction referenced in the
preceding paragraph, each such share of Common Stock so issued shall automatically have one new
Right associated with it, which Right shall be evidenced by the registration of such Common Stock
on the stock transfer books of the Company and the confirmation thereof provided for in Section
2.2). Rights shall be issued by the Company in respect of shares of Common Stock that are issued
or sold by the Company after the Separation Time only to the extent provided in Section 5.4.




          (b) In the event that the Company shall at any time after the Record Time and prior to the
Separation Time issue or distribute any securities or assets in respect of, in lieu of or in
exchange for Common Stock (other than pursuant to any non-extraordinary periodic cash dividend or a
dividend paid solely in Common Stock) whether by dividend, in a reclassification or
recapitalization (including any such transaction involving a merger, consolidation or statutory
share exchange), or otherwise, the Company shall make such adjustments, if any, in the Exercise
Price, number of Rights and/or securities or other property purchasable upon exercise of Rights as
the Board of Directors, in its sole discretion, may deem to be appropriate under the circumstances,
and the Company and the Rights Agent shall amend this Plan as necessary to provide for such
adjustments.




          (c) Each adjustment to the Exercise Price made pursuant to this Section 2.4 shall be
calculated to the nearest one hundredth of a cent. Whenever an adjustment to the Exercise Price is
made pursuant to this Section 2.4, the Company shall






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(i) promptly prepare a certificate setting forth such adjustment and a brief statement of the
facts accounting for such adjustment and (ii) promptly file with the Rights Agent and with each
transfer agent for the Common Stock a copy of such certificate.




          (d) Rights Certificates shall represent the right to purchase the securities purchasable under
the terms of this Plan, including any adjustment or change in the securities purchasable upon
exercise of the Rights, even though such certificates may continue to express the securities
purchasable at the time of issuance of the initial Rights Certificates.




          2.5 Date on Which Exercise is Effective. Each Person in whose name registration on the stock transfer books is effected upon the
exercise of Rights shall for all purposes be deemed to have become the holder of record of the
shares represented thereby at the Close of Business on the Business Day upon which the Rights
Certificate evidencing such Rights was duly surrendered and payment of the Exercise Price for such
Rights (and any applicable taxes and other governmental charges payable by the exercising holder
hereunder) was made; provided, however, that if the date of such surrender and
payment is a date upon which the stock transfer books of the Company are closed, such Person shall
be deemed to have become the record holder of such shares on, and such certificate (or
registration) shall be dated, the next succeeding Business Day on which the stock transfer books of
the Company are open.




          2.6 Execution, Authentication, Delivery and Dating of Rights Certificates. (a) The Rights Certificates shall be executed on behalf of the Company by its Chief
Executive Officer or one of its Vice Presidents and by its Secretary or one of its






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Assistant Secretaries. The signature of any of these officers on the Rights Certificates may
be manual or facsimile.




          Rights Certificates bearing the manual or facsimile signatures of individuals who were at any
time the proper officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the countersignature and
delivery of such Rights Certificates.




          Promptly after the Separation Time, the Company will notify the Rights Agent of such
Separation Time and will deliver Rights Certificates executed by the Company to the Rights Agent
for countersignature, and, subject to Section 3.1(b), the Rights Agent shall manually countersign
and deliver such Rights Certificates to the holders of the Rights pursuant to Section 2.3(c). No
Rights Certificate shall be valid for any purpose unless manually or by facsimile countersigned by
the Rights Agent.




          (b) Each Rights Certificate shall be dated the date of countersignature thereof.




          2.7 Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be kept a register (the “Rights
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company will
provide for the registration and transfer of Rights. The Rights Agent is hereby appointed “Rights
Registrar” for the purpose of maintaining the Rights Register for the Company and registering
Rights and transfers of Rights after the Separation Time as herein provided. In the event that the
Rights Agent shall cease to be the Rights Registrar, the






-19-









 







Rights Agent will have the right to examine the Rights Register at all reasonable times after
the Separation Time.




          After the Separation Time and prior to the Expiration Time, upon surrender for registration of
transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.7(c)
and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name
of the holder or the designated transferee or transferees, as required pursuant to the holder’s
instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as
did the Rights Certificate so surrendered.




          (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of
transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such
Rights shall be entitled to the same benefits under this Plan as the Rights surrendered upon such
registration of transfer or exchange.




          (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be
duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the
Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such
holder’s attorney duly authorized in writing. As a condition to the issuance of any new Rights
Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation thereto.






-20-









 








          (d) The Company shall not register the transfer or exchange of any Rights that have become
null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed under
Section 5.1.




          2.8 Mutilated, Destroyed, Lost and Stolen Rights Certificates. (a) If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the
Expiration Time, then, subject to Sections 3.1(b), 3.1(c) and 5.1, the Company shall execute and
the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate
evidencing the same number of Rights as did the Rights Certificate so surrendered.




          (b) If there shall be delivered to the Company and the Rights Agent prior to the Expiration
Time (i) evidence to their satisfaction of the destruction, loss or theft of any Rights Certificate
and (ii) such security or indemnity as may be required by them to save each of them and any of
their agents harmless, then, subject to Sections 3.1(b), 3.1(c) and 5.1 and in the absence of
notice to the Company or the Rights Agent that such Rights Certificate has been acquired by a
bona fide purchaser, the Company shall execute and upon its request the Rights
Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Rights
Certificate, a new Rights Certificate evidencing the same number of Rights as did the Rights
Certificate so destroyed, lost or stolen.




          (c) As a condition to the issuance of any new Rights Certificate under this Section 2.8, the
Company may require the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Rights Agent) connected therewith.






-21-









 








          (d) Every new Rights Certificate issued pursuant to this Section 2.8 in lieu of any destroyed,
lost or stolen Rights Certificate shall evidence an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Rights Certificate shall be at any time
enforceable by anyone, and, subject to Section 3.1(b) shall be entitled to all the benefits of this
Plan equally and proportionately with any and all other Rights duly issued hereunder.




          2.9 Persons Deemed Owners. Prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the
associated notice of transfer) for registration of transfer, the Company, the Rights Agent and any
agent of the Company or the Rights Agent may deem and treat the Person in whose name such Rights
Certificate (or, prior to the Separation Time, such Common Stock registration) is registered as the
absolute owner thereof and of the Rights evidenced thereby for all purposes whatsoever, including
the payment of the Redemption Price, and neither the Company nor the Rights Agent shall be affected
by any notice to the contrary. As used in this Plan, unless the context otherwise requires, the
term “holder” of any Rights shall mean the registered holder of such Rights (or, prior to the
Separation Time, the associated shares of Common Stock).




          2.10 Delivery and Cancellation of Certificates. All Rights Certificates surrendered upon exercise or for registration of transfer or
exchange shall, if surrendered to any Person other than the Rights Agent, be delivered to the
Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent. The Company may at
any time deliver to the Rights Agent for cancellation any Rights Certificates previously






-22-









 







countersigned and delivered hereunder that the Company may have acquired in any manner
whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights
Agent. No Rights Certificates shall be countersigned in lieu of or in exchange for any Rights
Certificates cancelled as provided in this Section 2.10. Subject to applicable law and regulation,
the Rights Agent shall maintain in a retrievable database electronic records of all cancelled or
destroyed stock certificates which have been cancelled or destroyed by the Rights Agent. The
Rights Agent shall maintain such electronic records for the time period required by applicable law
and regulation. Upon written request of the Corporation (and at the expense of the Corporation),
the Rights Agent shall provide to the Corporation or its designee copies of such electronic records
relating to rights certificates cancelled or destroyed by the Rights Agent.




          2.11 Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Company and the
Rights Agent and with every other holder of Rights that:




          (a) prior to the Separation Time, each Right will be transferable only together with, and will
be transferred by a transfer of, the associated share of Common Stock;




          (b) after the Separation Time, the Rights Certificates will be transferable only on the Rights
Register as provided herein;




          (c) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the
associated Common Stock registration) for registration of transfer, the Company, the Rights Agent
and any agent of the Company or the Rights Agent may






-23-









 







deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation
Time, the associated Common Stock registration) is registered as the absolute owner thereof and of
the Rights evidenced thereby for all purposes whatsoever, and neither the Company nor the Rights
Agent shall be affected by any notice to the contrary;




          (d) Rights Beneficially Owned by certain Persons will, under the circumstances set forth in
Section 3.1(b), become null and void;




          (e) this Plan may be supplemented or amended from time to time in accordance with its terms;
and




          (f) the Board of Directors shall have the exclusive power and authority delegated to it
pursuant to Section 5.14.




ARTICLE III




ADJUSTMENTS TO THE RIGHTS IN

THE EVENT OF CERTAIN TRANSACTIONS



          3.1 Flip-in. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as
otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the
Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.9),
that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition
Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in cash
equal to the Exercise Price (such right to be appropriately adjusted in order to protect the
interests of the holders of Rights generally in the event that on or after such Stock Acquisition
Date any of the events described in Section 2.4(a) or (b), or any analogous event, shall have






-24-









 







occurred with respect to the Common Stock); provided, however, that in
connection with any exercise effected pursuant to this Section 3.1(a), no holder of Rights shall be
entitled to receive Common Stock (or other shares of capital stock of the Company) that would
result in such holder, together with such holder’s Affiliates, becoming the Beneficial Owner of
more than 4.99% of the then-outstanding Common Stock. If a holder would, but for the previous
sentence, be entitled to receive a number of shares that would otherwise result in such holder,
together with such holder’s Affiliates, becoming the Beneficial Owner of in excess of 4.99% of the
then-outstanding Common Stock (such shares, the “Excess Shares”), then in lieu of receiving such
Excess Shares and to the extent permitted by law or orders applicable to the Company, such holder
will only be entitled to receive an amount in cash or, at the election of the Company, a note or
other evidence of indebtedness maturing within nine months with a principal amount, equal to the
current per share Market Price of a share of Common Stock at the close of Business on the Trading
Day following the date of exercise multiplied by the number of Excess Shares that would otherwise
have been issuable to such holder.




          (b) Notwithstanding the foregoing, any Rights that are Beneficially Owned on the Stock
Acquisition Date by an Acquiring Person or an Affiliate thereof shall become null and void and any
holder of such Rights (including transferees, whether direct or indirect, of any such Persons)
shall thereafter have no right to exercise or transfer such Rights. If any Rights Certificate is
presented for assignment or exercise and the Person presenting the same will not complete the
certification set forth at the end of the form of assignment or notice of Election to Exercise or,
if requested, will not provide






-25-









 







such additional evidence, including, without limitation, the identity of the Beneficial Owners
and their Affiliates (or former Beneficial Owners and their Affiliates) as the Company or the Board
of Directors shall reasonably request in order to determine if such Rights are null and void, then
the Company shall be entitled conclusively to deem the Rights to be Beneficially Owned by an
Acquiring Person or an Affiliate thereof or a transferee of any of the foregoing and accordingly
deem the Rights evidenced thereby to be null and void and not transferable, exercisable or
exchangeable.




          (c) The Board of Directors may, at its option, at any time after a Flip-in Date and prior to
the time that an Acquiring Person becomes the Beneficial Owner of more than 50% of the outstanding
shares of Common Stock elect to exchange all (but not less than all) of the then outstanding Rights
(which shall not include Rights that have become null and void pursuant to the provisions of
Section 3.1(b)) for shares of Common Stock at an exchange ratio of one share of Common Stock per
Right, appropriately adjusted in the event that after the Separation Time any of the events
described in Section 2.4(a) or (b), or any analogous event, shall have occurred with respect to the
Common Stock (such exchange ratio, as adjusted from time to time, being hereinafter referred to as
the “Exchange Ratio”).




          Immediately upon the action of the Board of Directors electing to exchange the Rights, without
any further action and without any notice, the right to exercise the Rights will terminate and each
Right (other than Rights that have become null and void pursuant to Section 3.1(b)), whether or not
previously exercised, will thereafter represent only the right to receive a number of shares of
Common Stock equal






-26-









 







to the Exchange Ratio; provided, however, that in connection with any exchange
effected pursuant to this Section 3.1(c), no holder of Rights shall be entitled to receive Common
Stock (or other shares of capital stock of the Company) that would result in such holder, together
with such holder’s Affiliates, becoming the Beneficial Owner of more than 4.99% of the
then-outstanding Common Stock. If a holder would, but for the previous sentence, be entitled to
receive Excess Shares, in lieu of receiving such Excess Shares and to the extent permitted by law
or orders applicable to the Company, such holder will only be entitled to receive an amount in cash
or, at the election of the Company, a note or other evidence of indebtedness maturing within nine
months with a principal amount, equal to the current per share Market Price of a share of Common
Stock at the close of Business on the Trading Day following the date the Board of Directors effects
the forgoing exchange multiplied by the number of Excess Shares that would otherwise have been
issuable to such holder. The exchange of the Rights by the Board of Directors may be made
effective at such time, on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. Promptly after the action of the Board of Directors electing to
exchange the Rights, the Company shall give notice thereof (specifying the steps to be taken to
receive shares of Common Stock in exchange for Rights) to the Rights Agent and the holders of the
Rights (other than Rights that have become null and void pursuant to Section 3.1(b)) outstanding
immediately prior thereto by mailing such notice in accordance with Section 5.8. Before effecting
an exchange pursuant to this Section 3.1(c), the Board of Directors may direct the Company to enter
into a Trust Agreement in such form and with such terms as the Board of Directors shall






-27-









 







then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall
enter into the Trust Agreement and shall issue to the trust created by such agreement (the
“Trust”), which Trust shall act as the agent of the Company, all or some (as designated by the
Board of Directors) of the shares of Common Stock (or other securities) issuable pursuant to the
exchange, and all or some (as designated by the Board of Directors) holders of Rights entitled to
receive shares pursuant to the exchange shall be entitled to receive such shares (and any dividends
paid or distributions made thereon after the date on which such shares are deposited in the Trust)
only from the trust and solely upon compliance with the relevant terms and provisions of the Trust
Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other such
securities) in any Person’s name, including any nominee or transferee of a Person, the Company may
require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of
Rights provide evidence, including, without limitation, the identity of the Beneficial Owners
thereof and their Affiliates (or former Beneficial Owners thereof and their Affiliates) as the
Company shall reasonably request in order to determine if such Rights are null and void. If any
Person shall fail to comply with such request, the Company shall be entitled conclusively to deem
the Rights formerly held by such Person to be null and void pursuant to Section 3.1(b) and not
transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or
other securities issued at the direction of the Board of Directors in connection herewith shall be
validly issued, fully paid and nonassessable shares of Common Stock or of such other securities (as
the case may be), and the Company shall be deemed to have received as consideration






-28-









 







for such issuance a benefit having a value that is at least equal to the aggregate par value
of the shares so issued. Approval by the Board of Directors of the exchange shall constitute a
determination by the Board of Directors that such consideration is adequate.




          Each Person in whose name any registration on the stock transfer books of the Company is made
upon the exchange of Rights pursuant to this Section 3.1(c) or Section 3.1(d) shall for all
purposes be deemed to have become the holder of record of the shares represented thereby on, and
such registration on the stock transfer books of the Company shall be registered as of, the Close
of Business on the date upon which the Rights Certificate evidencing such Rights was duly exchanged
or deemed exchanged by the Company and payment of any applicable taxes and other governmental
charges payable by the holder was made; provided, however, that if the date of such
exchange and payment is a date upon which the stock transfer books of the Company are closed, such
Person shall be deemed to have become the record holder of such shares on, and such registration on
the stock transfer books of the Company shall be registered as of, the next succeeding Business Day
on which the stock transfer books of the Company are open.




          (d) Whenever the Company shall become obligated under Section 3.1(a) or (c) to issue shares of
Common Stock upon exercise of or in exchange for Rights, the Company, as determined by the Board of
Directors, may substitute therefor shares of Preferred Stock, at a ratio of one ten-thousandth of a
share of Preferred Stock for each share of Common Stock so issuable, subject to adjustment.






-29-









 








          (e) In the event that there shall not be sufficient treasury shares or authorized but unissued
shares of Common Stock or Preferred Stock of the Company to permit the exercise in full of the
Rights in accordance with Section 3.1(a) or if the Company so elects to make the exchange
referenced in Section 3.1(c), to permit the issuance of all shares pursuant to the exchange, the
Company shall either (i) call a meeting of stockholders seeking approval to cause sufficient
additional shares to be authorized (provided that if such approval is not obtained the Company will
take the action specified in clause (ii) of this sentence) or (ii) take such action as shall be or
necessary to ensure and provide, as and when and to the maximum extent permitted by applicable law
and any agreements or instruments in effect on the Stock Acquisition Date (and remaining in effect)
to which it is a party, that each Right shall thereafter constitute the right to receive, (x) in
the case of any exercise in accordance with Section 3.1(a), at the Company’s option, either (A) in
return for the Exercise Price, debt or equity securities or other assets (or a combination thereof)
having a fair value equal to twice the Exercise Price, or (B) without payment of consideration
(except as may be required for the valid issuance of securities or otherwise required by applicable
law), debt or equity securities or other assets (or a combination thereof) having a fair value
equal to the Exercise Price, or (y) in the case of an exchange of Rights in accordance with Section
3.1(c), debt or equity securities or other assets (or a combination thereof) having a fair value
equal to the product of the Market Price of a share of Common Stock on the Flip-in Date times the
Exchange Ratio in effect on the Flip-in Date, where in any case set forth in (x) or (y) above the
fair value of such debt or equity securities or other assets shall be as






-30-









 







determined in good faith by the Board of Directors, after consultation with a nationally
recognized investment banking firm.




          (f) The Company may, but shall not be required to, make such changes in the Exercise Price, in
addition to those required by Section 3.1(a), as the Board considers to be advisable in order to
avoid or diminish any income tax to any holders of shares of Common Stock resulting from any
dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for
stock or from any event treated as such for income tax purposes or for any other reason.




ARTICLE IV




THE RIGHTS AGENT



          4.1 General. (a) The Company hereby appoints the Rights Agent to act as agent for the Company in
accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its
reasonable expenses and counsel fees and other disbursements incurred in the administration and
execution of this Plan and the exercise and performance of its duties hereunder. The Company also
agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or
expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted to be done by the Rights Agent in connection with the
acceptance and administration of this Plan, including the costs and expenses of defending against
any claim of liability.






-31-









 








          (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any
action taken, suffered or omitted by it in connection with its administration of this Plan in
reliance upon any certificate for securities (or registration on the stock transfer books of the
Company) purchasable upon exercise of Rights, Rights Certificate, certificate for other securities
of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, certificate, statement, or other paper or document believed by
it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the
proper Person or Persons.




          4.2 Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent may be merged or
with which it may be consolidated, or any Person resulting from any merger or consolidation to
which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the
shareholder services business of the Rights Agent or any successor Rights Agent, will be the
successor to the Rights Agent under this Plan without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that such Person would be eligible
for appointment as a successor Rights Agent under the provisions of Section 4.4. In case at the
time such successor Rights Agent succeeds to the agency created by this Plan any of the Rights
Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt
the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so
countersigned; and in case at that time any of the Rights Certificates have not been






-32-









 







countersigned, any successor Rights Agent may countersign such Rights Certificates either in
the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all
such cases such Rights Certificates will have the full force provided in the Rights Certificates
and in this Plan.




          (b) In case at any time the name of the Rights Agent is changed and at such time any of the
Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Rights Certificates so countersigned; and in case
at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may
countersign such Rights Certificates either in its prior name or in its changed name; and in all
such cases such Rights Certificates shall have the full force provided in the Rights Certificates
and in this Plan.




          4.3 Duties of Rights Agent. The Rights Agent undertakes the duties and obligations imposed by this Plan upon the
following terms and conditions, by all of which the Company and the holders of Rights Certificates,
by their acceptance thereof, shall be bound:




          (a) The Rights Agent may consult with legal counsel (who may be legal counsel for the
Company), and the opinion of such counsel will be full and complete authorization and protection to
the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such
opinion.




          (b) Whenever in the performance of its duties under this Plan the Rights Agent deems it
necessary or desirable that any fact or matter be proved or established by the Company prior to
taking or suffering any action hereunder, such fact






-33-









 







or matter (unless other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a certificate signed by a person believed by
the Rights Agent to be the Chief Executive Officer or any Vice President or by the Chief Financial
Officer or the Secretary or any Assistant Secretary of the Company and delivered to the Rights
Agent; and such certificate will be full authorization to the Rights Agent for any action taken or
suffered in good faith by it under the provisions of this Plan in reliance upon such certificate.




          (c) The Rights Agent will be liable hereunder only for its own negligence, bad faith or
willful misconduct.




          (d) The Rights Agent will not be liable for or by reason of any of the statements of fact or
recitals contained in this Plan or in the certificates, if any, for securities purchasable upon
exercise of Rights or the Rights Certificates (except its countersignature thereof) or be required
to verify the same, but all such statements and recitals are and will be deemed to have been made
by the Company only.




          (e) The Rights Agent will not be under any responsibility in respect of the validity of this
Plan or the execution and delivery hereof (except the due authorization, execution and delivery
hereof by the Rights Agent) or in respect of the validity or execution of any certificate, if any,
for securities purchasable upon exercise of Rights or Rights Certificate (except its
countersignature thereof); nor will it be responsible for any breach by the Company of any covenant
or condition contained in this Plan or in any Rights Certificate; nor will it be responsible for
any change in the exercisability or exchangeability of the Rights (including the Rights becoming
null and






-34-









 







void pursuant to Section 3.1(b)) or any adjustment required under the provisions of Section
2.4 or 3.1 or responsible for the manner, method or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment (except with respect
to the exercise of Rights after receipt of the certificate contemplated by Section 2.4 describing
any such adjustment); nor will it by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any securities purchasable upon exercise of
Rights or any Rights or as to whether any securities purchasable upon exercise of Rights will, when
issued, be duly and validly authorized, executed, issued and delivered and fully paid and
nonassessable.




          (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further and other acts, instruments and
assurances as may reasonably be required by the Rights Agent for the carrying out or performing by
the Rights Agent of the provisions of this Plan.




          (g) The Rights Agent is hereby authorized and directed to accept instructions with respect to
the performance of its duties hereunder from any person believed by the Rights Agent to be the
Chief Executive Officer or any Vice President or the Chief Financial Officer of the Company or the
Secretary or any Assistant Secretary, and to apply to such persons for advice or instructions in
connection with its duties, and it shall not be liable for any action taken or suffered by it in
good faith in accordance with instructions of any such person.






-35-









 








          (h) The Rights Agent and any stockholder, director, officer or employee of the Rights Agent
may buy, sell or deal in Common Stock, Rights or other securities of the Company or become
pecuniarily interested in any transaction in which the Company may be interested, or contract with
or lend money to the Company or otherwise act as fully and freely as though it were not Rights
Agent under this Plan. Nothing herein shall preclude the Rights Agent from acting in any other
capacity for the Company or for any other Person.




          (i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it
or perform any duty hereunder either itself or by or through its attorneys or agents, and the
Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of
any such attorneys or agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, provided reasonable care was exercised in the selection and continued
employment thereof.




          (j) Tax Compliance:




               (A) The Rights Agent, on its own behalf and on behalf of the Company, will comply with all
applicable certification, information reporting and withholding (including “backup” withholding)
requirements imposed by applicable tax laws, regulations or administrative practice with respect to
(i) any payments made hereunder and (ii) the issuance, delivery, holding, transfer, redemption or
exercise of Rights, Common Stock or Preferred Stock hereunder. Such compliance shall include,
without limitation, the preparation and timely filing of required returns and the timely



-36-









 




payment of all amounts required to be withheld to the appropriate taxing authority or its
designated agent.




               (B) The Rights Agent shall comply in accordance with the terms hereof with any written
direction received from the Company with respect to the execution or certification of any required
documentation and the application of such requirements to particular payments or holders or in
other particular circumstances, and may for purposes of this Agreement conclusively rely on any
such direction in accordance with Section 4.3(g).



               (C) The Rights Agent shall maintain all appropriate records documenting compliance with such
requirements, and shall make such records available, on written request, to the Company or its
authorized representative within a reasonable period of time after receipt of such request.



          4.4 Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Plan upon 90 days’
notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company and
to each transfer agent of Common Stock by registered or certified mail, and to the holders of the
Rights in accordance with Section 5.8. The Company may remove the Rights Agent upon 30 days’
notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by
registered or certified mail, and to the holders of the Rights in accordance with Section 5.8. If
the Rights Agent should resign or be removed or otherwise become incapable of acting, the Company
will appoint a successor to the Rights Agent. If the Company fails to make such appointment within
a period of 30 days after such removal






-37-









 







or the effectiveness of such resignation or after it has been notified in writing of such
incapacity by the incapacitated Rights Agent or by the holder of any Rights (which holder shall,
with such notice, submit such holder’s Rights Certificate for inspection by the Company), then the
holder of any Rights may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court,
shall be a Person organized and doing business under the laws of the United States or any state of
the United States, in good standing, which is authorized under such laws to exercise the powers of
the Rights Agent contemplated by this Plan and is subject to supervision or examination by federal
or state authority and which has at the time of its appointment as Rights Agent a combined capital
and surplus of at least $50,000,000. After appointment, the successor Rights Agent will be vested
with the same powers, rights, duties and responsibilities as if it had been originally named as
Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and
transfer to the successor Rights Agent any property at the time held by it hereunder, and execute
and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company will file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Common Stock, and mail a notice
thereof in writing to the holders of the Rights. Failure to give any notice provided for in this
Section 4.4, however, or any defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the
case may be.






-38-









 








ARTICLE V




MISCELLANEOUS



          5.1 Redemption. The Board of Directors may, at its option, at any time prior to the Flip-in Date, elect to
redeem all (but not less than all) the then outstanding Rights at the Redemption Price and the
Company, at its option, may pay the Redemption Price either in cash or shares of Common Stock or
other securities of the Company deemed by the Board of Directors, in the exercise of its sole
discretion, to be at least equivalent in value to the Redemption Price.








          (a) Immediately upon the action of the Board of Directors electing to redeem the Rights (or,
if the resolution of the Board of Directors electing to redeem the Rights states that the
redemption will not be effective until the occurrence of a specified future time or event, upon the
occurrence of such future time or event), without any further action and without any notice, the
right to exercise the Rights will terminate and each Right, whether or not previously exercised,
will thereafter represent only the right to receive the Redemption Price in cash or securities, as
determined by the Board of Directors. Promptly after the Rights are redeemed, the Company shall
give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights
by mailing such notice in accordance with Section 5.9.




          (b) The Finance and Risk Management Committee of the Board of Directors will evaluate this
Plan annually to determine whether it continues to be in the best interests of the Company’s
stockholders.






-39-









 








          5.2 Expiration. The Rights and this Plan shall expire at the Expiration Time and no Person shall have any
rights pursuant to this Plan or any Right after the Expiration Time, except, if the Rights have
been exchanged or redeemed, as provided in Section 3.1 or 5.1, respectively.




          5.3 Process to Seek Exemption. Any Person who desires to effect any acquisition of Common Stock that might, if
consummated, result in such Person beneficially owning 4.99% or more of the then-outstanding Common
Stock (or, in the case of an Existing Holder, additional shares of Common Stock) (a “Requesting
Person”) may request that the Board of Directors grant an exemption with respect to such
acquisition under this Plan so that such Person would be deemed to be an “Exempt Person” under the
definition of Acquiring Person hereof for purposes of this Plan (an “Exemption Request”). An
Exemption Request shall be in proper form and shall be delivered by registered mail, return receipt
requested, to the Secretary of the Company at the principal executive office of the Company. The
Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in
proper form, an Exemption Request shall set forth (i) the name and address of the Requesting
Person, (ii) the number and percentage of shares of Common Stock then Beneficially Owned by the
Requesting Person, together with all Affiliates of the Requesting Person, and (iii) a reasonably
detailed description of the transaction or transactions by which the Requesting Person would
propose to acquire Beneficial Ownership of Common Stock aggregating 4.99% or more of the then
outstanding Common Stock and the maximum number and percentage of shares of Common Stock that the
Requesting Person proposes to acquire.






-40-









 







The Board of Directors shall endeavor to respond to an Exemption Request within twenty (20)
Business Days after receipt of such Exemption Request; provided, that the failure of the
Board of Directors to make a determination within such period shall be deemed to constitute the
denial by the Board of Directors of the Exemption Request. The Requesting Person shall respond
promptly to reasonable and appropriate requests for additional information from the Company or the
Board of Directors and its advisors to assist the Board of Directors in making its determination.
The Board of Directors shall only grant an exemption in response to an Exemption Request if it
receives, at the Board’s request, a report from the Company’s advisors to the effect that the
acquisition of Beneficial Ownership of Common Stock by the Requesting Person does not create a
significant risk of material adverse tax consequences to the Company or the Board of Directors
otherwise determines in its sole discretion that the exemption is in the best interests of the
Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to
limitations or conditions (including a requirement that the Requesting Person agree that if will
not acquire Beneficial Ownership of shares of Common Stock in excess of the maximum number and
percentage of shares approved by the Board of Directors), in each case as and to the extent the
Board of Directors shall determine necessary or desirable to provide for the protection of the
Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the
extent required by applicable law, the Company shall maintain the confidentiality of such Exemption
Request and determination of the Board of Directors with respect thereto, unless the information
contained in the Exemption request or the determination of the






-41-









 







Board of Directors with respect thereto otherwise becomes publicly available. The Exemption
Request shall be considered and evaluated by directors serving on the Board of Directors who are
independent of the Company and the Requesting Person and disinterested with respect to the
Exemption Request, and the action of a majority of such independent and disinterested directors
shall be deemed to be the determination of the Board of Directors for purposes of such Exemption
Request. Furthermore, the Board of Directors shall approve within ten (10) Business Days of
receiving an Exemption Request as provided in this Section 5.3 of (x) any proposed acquisition that
does not cause any aggregate increase in the Beneficial Ownership of Persons with Beneficial
Ownership of 4.99% or more of (i) the Common Stock then outstanding or (ii) any class of stock (as
defined for purposes of Section 382 of the Code, or “Stock”) (other than Common Stock) then
outstanding (a “Five Percent Stockholder”) (as determined after giving effect to the proposed
Transfer) over the lowest Beneficial Ownership of Stock by such Five Percent Stockholders (as determined
immediately before the proposed acquisition) at any time during the
relevant testing period, in all
cases for purposes of Section 382 of the Code, or (y) any proposed acquisition from the United
States Department of the Treasury if such proposed acquisition and all prior and anticipated
acquisitions or transactions effected or expected to be effected during the relevant testing period
do not result in an aggregate “owner shift” (as defined in the Code) of more than 40% for purposes
of Section 382 of the Code. For purposes of clause (y) above, it shall be assumed that within such
testing period all of the Common Stock originally exchanged for the Series C Perpetual,
Convertible, Participating Preferred Stock of the Company, par value
$5.00 per share, has been, or will be, sold.






-42-









 







For the avoidance of doubt, for purposes of clauses (x) and (y) above, all acquisitions shall
be taken into account notwithstanding that pursuant to Notice 2008-84 (and any regulations issued
pursuant thereto) no testing date may have occurred with respect to such acquisition.




          5.4 Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Plan or of the Rights to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be
approved by its Board of Directors to reflect any adjustment or change in the number or kind or
class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions
of this Plan. In addition, in connection with the issuance or sale of shares of Common Stock by
the Company following the Separation Time and prior to the Expiration Time pursuant to the terms of
securities convertible or redeemable into shares of Common Stock or to options, warrants or other
rights (other than any securities issued or issuable in connection with the exercise or exchange of
Rights) in each case issued or granted prior to, and outstanding at, the Separation Time, the
Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing
the appropriate number of Rights in connection with the issuance or sale of such shares of Common
Stock; provided, however, in each case, (i) no such Rights Certificate shall be
issued, if, and to the extent that, the Company shall be advised by counsel that such issuance
would create a significant risk of material adverse tax consequences to the Company or to the
Person to whom such Rights Certificates would be issued, (ii) no such Rights Certificates shall be
issued if, and to the extent that, appropriate adjustment shall have otherwise been






-43-









 







made in lieu of the issuance thereof, and (iii) the Company shall have no obligation to
distribute Rights Certificates to any Acquiring Person or Affiliate of an Acquiring Person or any
transferee of any of the foregoing.




          5.5 Supplements and Amendments. The Company and the Rights Agent may from time to time supplement or amend this Plan
without the approval of any holders of Rights in any respect. The Rights Agent will duly execute
and deliver any supplement or amendment hereto requested by the Company, provided that any
supplement or amendment (other than to Article IV if the rights and obligations of the Rights Agent
are adversely affected) shall become effective immediately upon execution by the Company, whether
or not also executed by the Rights Agent.




          5.6 Fractional Shares. If the Company elects not to issue certificates representing (or register on the stock
transfer books of the Company) fractional shares upon exercise, redemption or exchange of Rights,
the Company shall, in lieu thereof, in the sole discretion of the Board of Directors, either (a)
evidence such fractional shares by depositary receipts issued pursuant to an appropriate agreement
between the Company and a depositary selected by it, providing that each holder of a depositary
receipt shall have all of the rights, privileges and preferences to which such holder would be
entitled as a beneficial owner of such fractional share, or (b) pay to the registered holder of
such Rights the appropriate fraction of the Market Price per share in cash.




          5.7 Holder of Rights Not Deemed a Stockholder. No holder, as such, of any Rights shall be entitled to vote, receive dividends or be deemed
for any purpose the holder of shares or any other securities that may at any time be issuable on
the






-44-









 







exercise of such Rights, nor shall anything contained herein or in any Rights Certificate be
construed to confer upon the holder of any Rights, as such, any of the rights of a stockholder of
the Company or any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders, or to receive dividends or
subscription rights, or otherwise, until such Rights shall have been exercised or exchanged in
accordance with the provisions hereof.




          5.8 Notices. Notices or demands authorized or required by this Plan to be given or made by the Rights
Agent or by the holder of any Rights to or on the Company shall be sufficiently given or made if
delivered or sent by first-class mail, postage prepaid, addressed (until another address is filed
in writing with the Rights Agent) as follows:



American International Group, Inc.

180 Maiden Lane

New York, New York 10038

Attention: Corporate Secretary



Any notice or demand authorized or required by this Plan to be given or made by the Company or by
the holder of any Rights to or on the Rights Agent shall be sufficiently given or made if delivered
or sent by first-class mail, postage prepaid, addressed (until another address is filed in writing
with the Company) as follows:







-45-









 







Wells Fargo Bank, National Association

161 N. Concord Exchange

South St. Paul, Minnesota 55075

Attention: Account Management



Notices or demands authorized or required by this Plan to be given or made by the Company or the
Rights Agent to or on the holder of any Rights shall be sufficiently given or made if delivered or
sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder
as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the
registry books of the transfer agent for the Common Stock. Any notice that is mailed in the manner
herein provided shall be deemed given on the date of mailing, whether or not the holder receives
the notice, except notice to the Company shall be effective only upon receipt.




          5.9 Suspension of Exercisability or Exchangeability. To the extent that the Board of Directors determines in good faith that some action will or
need be taken pursuant to, or in order to properly give effect to, Section 2.3, 3.1 or 4.4 or to
comply with federal or state securities laws or applicable Trading Regulations, the Company may
suspend the exercisability or exchangeability of the Rights for a reasonable period sufficient to
allow it to take such action or comply with such laws or Trading Regulations. In the event of any
such suspension, the Company shall issue as promptly as practicable a public announcement stating
that the exercisability or exchangeability of the Rights has been temporarily suspended. Notice
thereof pursuant to Section 5.9 shall not be required. Upon such suspension, any rights of action
vested in a holder of Rights shall be similarly suspended.






-46-









 








          Failure to give a notice pursuant to the provisions of this Plan shall not affect the validity
of any action taken hereunder.




          5.10 Successors. All the covenants and provisions of this Plan by or for the benefit of the Company or the
Rights Agent shall bind and inure to the benefit of their respective successors and assigns
hereunder.




          5.11 Benefits of this Plan. Nothing in this Plan shall be construed to give to any Person other than the Company, the
Rights Agent and the holders of the Rights any legal or equitable right, remedy or claim under this
Plan and this Plan shall be for the sole and exclusive benefit of the Company, the Rights Agent and
the holders of the Rights.




          5.12 Determination and Actions by the Board of Directors, etc. The Board of Directors shall have the exclusive power and authority to administer this Plan
and to exercise all rights and powers specifically granted to the Board of Directors or to the
Company, or as may be necessary or advisable in the administration of this Plan, including, without
limitation, the right and power to (i) interpret the provisions of this Plan and (ii) make all
determinations deemed necessary or advisable for the administration or implementation of this Plan,
including the right to determine the Rights to be null and voided pursuant to Section 3.1(b), after
taking into account the purpose of this Plan and the Company’s interest maintaining an orderly
trading market in the outstanding shares of Common Stock. All such actions, interpretations and
determinations done or made by the Board of Directors shall be final, conclusive and






-47-









 







binding on the Company, the Rights Agent, the holders of the Rights and all other Persons.




          5.13 Descriptive Headings; Section References. Descriptive headings appear herein for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof. Where a reference in this Plan is made to
a Section, such reference shall be to a Section of this Plan unless otherwise indicated.




          5.14 GOVERNING LAW; EXCLUSIVE JURISDICTION. (a) THIS PLAN, EACH RIGHT AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF DELAWARE AND FOR ALL PURPOSES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS ENTERED INTO,
MADE WITHIN, AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO
ANY CHOICE OR CONFLICT OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE.




          (b) (i) THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE, OR, IF SUCH COURT SHALL LACK
SUBJECT MATTER JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OVER ANY






-48-









 







SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THIS PLAN. The
Company and each holder of Rights acknowledge that the forum designated by this paragraph (b) has a
reasonable relation to this Plan, and to such Persons’ relationship with one another.




                  (ii) The Company and each holder of Rights hereby waive, to the fullest extent permitted by
applicable law, any objection which they now or hereafter have to personal jurisdiction or to the
laying of venue of any such suit, action or proceeding brought in any court referred to in
paragraph (b)(i). The Company and each holder of Rights undertake not to commence any action
subject to this Plan in any forum other than the forum described in this paragraph (b). The
Company and each holder of Rights agree that, to the fullest extent permitted by applicable law, a
final and non-appealable judgment in any such suit, action, or proceeding brought in any such court
shall be conclusive and binding upon such Persons.




          5.15 Counterparts. This Plan may be executed in any number of counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.




          5.16 Severability. If any term or provision hereof or the application thereof to any circumstance shall, in
any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be
ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining terms and provisions hereof or the
application of such term






-49-









 







or provision to circumstances other than those as to which it is held invalid or
unenforceable.




          5.17 Withholding Rights. In the event that the Company, the Rights Agent or their agents determine that they are
obligated to withhold or deduct any tax or other governmental charge under any applicable law on
actual or deemed payments or distributions hereunder to a holder of the Rights, Common Stock or
other cash, securities or other property, the Company, the Rights Agent or their agents shall be
entitled, but not obligated, to (i) deduct and withhold such amount by withholding a portion or all
of the cash, securities or other property otherwise deliverable or by otherwise using any property
(including, without limitation, Rights, Preferred Stock, Common Stock or cash) that is owned by
such holder, or (ii) in lieu of such withholding, require any holder to make a payment to the
Company, the Rights Agent or their agents, in each case in such amounts as they deem necessary to
meet their withholding obligations, and in the case of (i) above, shall also be entitled, but not
obligated, to sell all or a portion of such withheld securities or other property by public or
private sale in such amounts and in such manner as they deem necessary and practicable to pay such
taxes and charges.






-50-









 








          IN WITNESS WHEREOF, the parties hereto have caused this Plan to be duly executed as of the
date first above written.




	 	 	 	 	 
	 	AMERICAN INTERNATIONAL GROUP, INC.

 	 
	 	By:  	 /s/ Robert A. Gender	 
	 	 	Name:  	Robert A. Gender 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 /s/ Suzanne M. Swits	 
	 	 	Name:  	Suzanne M. Swits 	 
	 	 	Title:  	Vice President 	 
	 








-51-









 








EXHIBIT A




[Form of Rights Certificate]




			
	 	 	 
	Certificate No. W-
	 	_______ Rights







THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT THE OPTION OF THE COMPANY,
ON THE TERMS SET FORTH IN THE TAX ASSET PROTECTION PLAN. RIGHTS BENEFICIALLY OWNED BY
ACQUIRING PERSONS OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT)
OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE VOID.



Rights Certificate




AMERICAN INTERNATIONAL GROUP, INC.



          This certifies that ____________________, or registered assigns, is the registered holder of
the number of Rights set forth above, each of which entitles the registered holder thereof, subject
to the terms, provisions and conditions of the Tax Asset Protection Plan, dated as of February 24,
2011 (as amended from time to time, the “Plan”), between American International Group, Inc., a
Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national
banking association, as Rights Agent (the “Rights Agent”, which term shall include any successor
Rights Agent under the Plan), to purchase from the Company at any time after the Separation Time
(as such term is defined in the Rights Agreement) and prior to the close of business on March 9,
2014, one ten-thousandth of a fully paid share of Participating Preferred Stock, par value $5.00
per share (the “Preferred Stock”), of the Company (subject to adjustment as provided in the Plan)
at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate
with the Form of Election to Exercise duly executed at the principal office of the Rights Agent in
The City of South






A-1









 







St. Paul.
The Exercise Price shall initially be $185.00 per Right and shall be subject to
adjustment in certain events as provided in the Plan.




          In certain circumstances described in the Plan, the Rights evidenced hereby may entitle the
registered holder thereof to purchase securities of the Company other than Preferred Stock or
assets of the Company, all as provided in the Plan.




          This Rights Certificate is subject to all of the terms, provisions and conditions of the Plan,
which terms, provisions and conditions are hereby incorporated herein by reference and made a part
hereof and to which Plan reference is hereby made for a full description of the rights, limitations
of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the
holders of the Rights Certificates. Copies of the Plan are on file at the principal office of the
Company and are available without cost upon written request.




          This Rights Certificate, with or without other Rights Certificates, upon surrender at the
office of the Rights Agent designated for such purpose, may be exchanged for another Rights
Certificate or Rights Certificates of like tenor evidencing an aggregate number of Rights equal to
the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates
surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be
entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for
the number of whole Rights not exercised.




          Subject to the provisions of the Plan, each Right evidenced by this Certificate may be (a)
redeemed by the Company under certain circumstances, at its






A-2









 







option, at a redemption price of $0.001 per Right or (b) exchanged by the Company under
certain circumstances, at its option, for one share of Common Stock or one ten-thousandth of a
share of Preferred Stock per Right (or, in certain cases, other securities or assets of the
Company), subject in each case to adjustment in certain events as provided in the Plan.




          No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends
or be deemed for any purpose the holder of any securities which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Plan or herein be construed to confer upon the
holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any meeting thereof, or
to give or withhold consent to any corporate action, or to receive notice of meetings or other
actions affecting stockholders (except as provided in the Plan), or to receive dividends or
subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have
been exercised or exchanged as provided in the Plan.




          This Rights Certificate shall not be valid or obligatory for any purpose until it shall have
been countersigned by the Rights Agent.






A-3









 








          WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.




Date: ____________




	 	 	 	 	 	 	 	 	 	 	 

	ATTEST:	 	 	 	AMERICAN INTERNATIONAL GROUP, INC.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Secretary	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Countersigned:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Authorized Signature	 	 	 	 	 	 	 	 











A-4









 








[Form of Reverse Side of Rights Certificate]




FORM OF ASSIGNMENT




(To be executed by the registered holder if such

holder desires to transfer this Rights Certificate.)



FOR VALUE RECEIVED ________________________ hereby



	 	 	 

	sells, assigns and transfers unto
	 	 
	 

	 	 
	(Please print name

	 
	 	 
	 
	and address of transferee)






this Rights Certificate, together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights
Certificate on the books of the within-named Company, with full power of substitution.




Dated: _______________, ____




	 	 	 

	Signature Guaranteed:

	_________________________
	 

	 	Signature
	 

	 	(Signature must correspond to name as written upon
the face of this Rights Certificate in every
particular, without alteration or enlargement or any
change whatsoever)





Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings
and loan associations and credit unions with membership in an approved signature guarantee
Medallion program), pursuant to Exchange Act Rule 17Ad-15.




	 	 	 

	 


	 	 
	(To be completed if true)






The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common
Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the
undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).





Signature                                        






A-5









 









NOTICE



In the event the certification set forth above is not completed in connection with a purported
assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed
Rights Certificate to be an Acquiring Person or an Affiliate thereof (as defined in the Plan) or a
transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights
Certificate to be void and not transferable or exercisable.






A-6









 








[TO BE ATTACHED TO EACH RIGHTS CERTIFICATE]




FORM OF ELECTION TO EXERCISE




(To be executed if holder desires to

exercise the Rights Certificate.)


TO: AMERICAN INTERNATIONAL GROUP, INC.




          The undersigned hereby irrevocably elects to exercise _______________________ whole Rights
represented by the attached Rights Certificate to purchase the shares of Participating Preferred
Stock issuable upon the exercise of such Rights and requests that certificates for such shares be
issued in the name of:




	 	 	 	 	 

	 

	 	 	 	 
	 

	 	Address:
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Social Security or Other Taxpayer	 	 
	 

	 	Identification Number:	 	 
	 
	 	 	 	 
	 

	 	 	 	 





If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new
Rights Certificate for the balance of such Rights shall be registered in the name of and delivered
to:




	 	 	 	 	 

	 

	 	 	 	 
	 

	 	Address:
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Social Security or Other Taxpayer	 	 
	 

	 	Identification Number:	 	 
	 
	 	 	 	 
	 

	 	 	 	 






Dated: _______________, ____




	 	 	 

	Signature Guaranteed:

	_________________________
	 

	 	Signature
	 

	 	(Signature must correspond to name as written upon
the face of this Rights Certificate in every
particular, without alteration or enlargement or any
change whatsoever)






A-7









 





Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings
and loan associations and credit unions with membership in an approved signature guarantee
Medallion program), pursuant to Exchange Act Rule 17Ad-15.




	 	 	 

	 


	 	 
	(To be completed if true)





The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common
Stock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge
of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate
thereof (as defined in the Plan).




Signature                                        








	 	 	 

	 


	 	 






NOTICE



In the event the certification set forth above is not completed in connection with a purported
exercise, the Company will deem the Beneficial Owner of the Rights evidenced by the attached Rights
Certificate to be an Acquiring Person or an Affiliate thereof (as defined in the Plan) or a
transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights
Certificate to be void and not transferable or exercisable.









A-8









 








EXHIBIT B




FORM OF CERTIFICATE OF DESIGNATION AND TERMS

OF PARTICIPATING PREFERRED STOCK OF AMERICAN INTERNATIONAL GROUP, INC.




Pursuant to Section 151 of the General



Corporation Law of the State of Delaware



          We, the undersigned, David L. Herzog and Jeffrey A. Welikson, the Executive Vice President and
Chief Financial Officer, and Vice President and Corporate Secretary, respectively, of American
International Group, Inc., a Delaware corporation (the “Corporation”), do hereby certify as
follows:




          Pursuant to authority granted by ARTICLE FOUR of the Amended and Restated Certificate of
Incorporation of the Corporation, and in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, the Board of Directors of the Corporation has
adopted the following resolutions fixing the designation and certain terms, powers, preferences and
other rights of a new series of the Corporation’s Serial Preferred Stock, par value $5.00 per
share, and certain qualifications, limitations and restrictions thereon:



RESOLVED, that there is hereby established a series of Serial Preferred Stock, par value $5.00 per
share, of the Corporation, and the designation and certain terms, powers, preferences and other
rights of the shares of such series, and certain qualifications, limitations and restrictions
thereon, are hereby fixed as follows:





     1. The distinctive serial designation of this series shall be “Participating
Preferred Stock” (hereinafter called “this Series”). Each share of this Series
shall be identical in all respects with the other shares of this Series except as
to the dates from and after which dividends thereon shall be cumulative.



B-1









 






     2. The number of shares in this Series shall initially be 200,000, which
number may from time to time be increased or decreased (but not below the number
then outstanding) by the Board of Directors. Shares of this Series purchased by
the Corporation shall be cancelled and shall revert to authorized but unissued
shares of Serial Preferred Stock undesignated as to series. Shares of this Series
may be issued in fractional shares which are whole number multiples of one
ten-thousandth of a share, which fractional shares shall entitle the holder, in
proportion to such holder’s fractional share, to all rights of a holder of a whole
share of this Series.




     3. The holders of full or fractional shares of this Series shall be entitled
to receive, when and as declared by the Board of Directors, but only out of funds
legally available therefor, dividends, (A) on each date that dividends or other
distributions (other than dividends or distributions payable in Common Stock of the
Corporation) are payable on or in respect of Common Stock comprising part of the
Reference Package (as defined below), in an amount per whole share of this Series
equal to the aggregate amount of dividends or other distributions (other than
dividends or distributions payable in Common Stock of the Corporation) that would
be payable on such date to a holder of the Reference Package and (B) on the last
day of March, June, September and December in each year, in an amount per whole
share of this Series equal to the excess (if any) of $925.00 over the aggregate
dividends paid per whole share of this Series during the three month period ending
on such last day. Each such dividend shall be paid to the holders of record of
shares of this Series on the date, not exceeding sixty days preceding such dividend
or distribution payment date, fixed for the purpose by the Board of Directors in
advance of payment of each particular dividend or distribution. Dividends on each
full and each fractional share of this Series shall be cumulative from the date
such full or fractional share is originally issued; provided that any such full or
fractional share originally issued after a dividend record date and on or prior to
the dividend payment date to which such record date relates shall not be entitled
to receive the dividend payable on such dividend payment date or any amount in
respect of the period from such original issuance to such dividend payment date.


The term “Reference Package” shall initially mean 10,000 shares of Common Stock, par value $2.50
per share (“Common Stock”), of the Corporation.



Holders of shares of this Series shall not be entitled to any dividends, whether payable in cash,
property or stock, in excess of full cumulative dividends, as herein provided on this Series.







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So long as any shares of this Series are outstanding, no dividend (other than a dividend in Common
Stock or in any other stock ranking junior to this Series as to dividends and upon liquidation)
shall be declared or paid or set aside for payment or other distribution declared or made upon the
Common Stock or upon any other stock ranking junior to this Series as to dividends or upon
liquidation, unless the full cumulative dividends (including the dividend to be paid upon payment
of such dividend or other distribution) on all outstanding shares of this Series shall have been,
or shall contemporaneously be, paid. When dividends are not paid in full upon this Series and any
other stock ranking on a parity as to dividends with this Series, all dividends declared upon
shares of this Series and any other stock ranking on a parity as to dividends shall be declared pro
rata so that in all cases the amount of dividends declared per share on this Series and such other
stock shall bear to each other the same ratio that accumulated dividends per share on the shares of
the Series and such other stock bear to each other. Neither the Common Stock nor any other stock
of the Corporation ranking junior to or on a parity with this Series as to dividends or upon
liquidation shall be redeemed, purchased or otherwise acquired for any consideration (or any moneys
be paid to or made available for a sinking fund for the redemption of any shares of any such stock)
by the Corporation (except by conversion into or exchange for stock of the Corporation ranking
junior to this Series as to dividends and upon liquidation), unless the full cumulative dividends
(including the dividend to be paid upon payment of such dividend, distribution, redemption,
purchase or other acquisition) on all outstanding shares of this Series shall have been, or shall
contemporaneously be, paid.





     4. In the event of any merger, consolidation, reclassification or other
transaction in which the shares of Common Stock are exchanged for or changed into
other stock or securities, cash and/or any other property, then in any such case
the shares of this Series shall at the same time be similarly exchanged or changed
in an amount per whole share equal to the aggregate amount of stock, securities,
cash and/or any other property (payable in kind), as the case may be, that a holder
of the Reference Package would be entitled to receive as a result of such
transaction.




     5. In the event of any liquidation, dissolution or winding up of the affairs
of the Corporation, whether voluntary or involuntary, the holders of full and
fractional shares of this Series shall be entitled, before any distribution or
payment is made on any date to the holders of the Common Stock or any other stock
of the Corporation ranking junior to this Series upon liquidation, to be paid in
full an amount per whole share of this Series equal to the greater of (A) $25,000
or (B) the aggregate amount distributed or to be distributed in connection with
such liquidation, dissolution or winding up to a holder of the Reference Package
(such greater amount being hereinafter referred to as the “Liquidation



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Preference”), together with accrued dividends to such distribution or payment
date, whether or not earned or declared. If such payment shall have been made in
full to all holders of shares of this Series, the holders of shares of this Series
as such shall have no right or claim to any of the remaining assets of the
Corporation.


In the event the assets of the Corporation available for distribution to the holders of shares of
this Series upon any liquidation, dissolution or winding up of the Corporation, whether voluntary
or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled
pursuant to paragraph 5. above, no such distribution shall be made on account of any shares of any
other class or series of Preferred Stock ranking on a parity with the shares of this Series upon
such liquidation, dissolution or winding up unless proportionate distributive amounts shall be paid
on account of the shares of this Series, ratably in proportion to the full distributable amounts
for which holders of all such parity shares are respectively entitled upon such liquidation,
dissolution or winding up.



Upon the liquidation, dissolution or winding up of the Corporation, the holders of shares of this
Series then outstanding shall be entitled to be paid out of assets of the Corporation available for
distribution to its stockholders all amounts to which such holders are entitled pursuant to
paragraph 5. above before any payment shall be made to the holders of Common Stock or any other
stock of the Corporation ranking junior upon liquidation to this Series.



For the purposes of this Section (v), the consolidation or merger of, or binding statutory share
exchange by, the Corporation with any other corporation shall not be deemed to constitute a
liquidation, dissolution or winding up of the Corporation.





     6. The shares of this Series shall not be redeemable.




     7. In addition to any other vote or consent of stockholders required by law or
by the Restated Certificate of Incorporation, as amended, of the Corporation, and
except as otherwise required by law, each share (or fraction thereof) of this
Series shall, on any matter, vote as a class with any other capital stock
comprising part of the Reference Package and shall have the number of votes thereon
that a holder of the Reference Package would have.




     8. If and whenever dividends payable on this Series and any other class or
series of stock of the Corporation ranking on a parity with this Series as to
payment of dividends (any such class or series being herein referred to as
“dividend parity stock”) shall be in arrears in an aggregate amount equal to at
least six quarterly dividends (whether or not consecutive), the number of directors
then constituting the Board of



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Directors shall be increased by two and the holders of shares of this Series,
together with the holders of all other affected classes and series of dividend
parity stock similarly entitled to vote for the election of two additional
directors, voting separately as a single class, shall be entitled to elect the two
additional directors at any annual meeting of stockholders or any special meeting
of the holders of shares of this Series and such dividend parity stock called as
hereinafter provided. Whenever all arrears in dividends on the shares of this
Series and dividend parity stock then outstanding shall have been paid and
dividends thereon for the current quarterly dividend period shall have been paid or
declared and set aside for payment, then the right of the holders of shares of this
Series and such dividend parity stock to elect such additional two directors shall
cease (but subject always to the same provisions for the vesting of such voting
rights in the case of any similar future arrearages in dividends), and the terms of
office of all persons elected as directors by the holders of shares of this Series
and such dividend parity stock shall forthwith terminate and the number of
directors constituting the Board of Directors shall be reduced accordingly. At any
time after such voting power shall have been so vested in the holders of shares of
this Series and such dividend parity stock, the Secretary of the Corporation may,
and upon the written request of any holder of shares of this Series (addressed to
the Secretary at the principal office of the Corporation) shall, call a special
meeting of the holders of shares of this Series and such dividend parity stock for
the election of the two directors to be elected by them as herein provided, such
call to be made by notice similar to that provided in the by-laws for a special
meeting of the stockholders or as required by law. If any such special meeting so
required to be called shall not be called by the Secretary within 20 days after
receipt of any such request, then any holder of shares of this Series may (at the
Corporation’s expense) call such meeting, upon notice as herein provided, and for
that purpose shall have access to the stock books of the Corporation. The
directors elected at any such special meeting shall hold office until the next
annual meeting of the stockholders if such office shall not have previously
terminated as above provided. In case any vacancy shall occur among the directors
elected by the holders of shares of this Series and such dividend parity stock, a
successor shall be elected by the Board of Directors to serve until the next annual
meeting of the stockholders upon the nomination of the then remaining director
elected by the holders of shares of this Series and such dividend parity stock or
the successor of such remaining director. If the holders of shares of this Series
become entitled under the foregoing provisions to elect or participate in the
election of two directors as a result of dividend arrearages, such entitlement
shall not affect the right of such



B-5









 







holders to vote as stated in paragraph (vii), including the right to vote in
the election of the remaining directors.




     9. This Series shall rank as to the payment of dividends and distributions and
amounts upon liquidation, dissolution and winding-up junior to all other series or
shares of Serial Preferred Stock unless otherwise expressly provided in the terms
of such series or shares of Serial Preferred Stock.




     10. In the event that the Corporation or its agents determine that they are
obligated to withhold or deduct any tax or other governmental charge under any
applicable law on actual or deemed payments or distributions to a holder of the
shares of this Series, the Corporation or its agents shall be entitled to (i)
deduct and withhold such amount by withholding a portion or all of the cash,
securities or other property otherwise deliverable or by otherwise using any
property that is owned by such holder, or (ii) in lieu of such withholding, require
any holder to make a payment to the Corporation or its agent, in each case in such
amounts as they deem necessary to meet their withholding obligations, and in the
case of (i) above, shall also be entitled, but not obligated, to sell all or a
portion of such withheld securities or other property by public or private sale in
such amounts and in such manner as they deem necessary and practicable to pay such
taxes and charges.



          IN WITNESS WHEREOF, the undersigned have signed and attested this certificate on the ___th day
of _________.




___________________



Attest:



___________________





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