exv10w1





 EXECUTION COPY

FOURTH AMENDED AND RESTATED




LIMITED LIABILITY COMPANY AGREEMENT




OF




AIA AURORA LLC,




A DELAWARE LIMITED LIABILITY COMPANY




Dated as of December 1, 2009




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	2	 
	ARTICLE II ORGANIZATION	 	 	19	 
	Section 2.01
	 	Formation of Company	 	 	19	 
	Section 2.02
	 	Name	 	 	19	 
	Section 2.03
	 	Office; Agent for Service of Process	 	 	19	 
	Section 2.04
	 	Term	 	 	19	 
	Section 2.05
	 	Purpose and Scope	 	 	19	 
	Section 2.06
	 	Authorized Acts	 	 	20	 
	Section 2.07
	 	Fiscal Year	 	 	20	 
	ARTICLE III CONTRIBUTIONS	 	 	20	 
	Section 3.01
	 	Initial Capital Contribution	 	 	20	 
	Section 3.02
	 	Additional Capital Contributions; Additional Members	 	 	21	 
	Section 3.03
	 	Interest Payments	 	 	21	 
	Section 3.04
	 	Ownership and Issuance of Units	 	 	22	 
	Section 3.05
	 	Unit Certificates	 	 	22	 
	Section 3.06
	 	Termination of Units	 	 	23	 
	Section 3.07
	 	Voting Rights	 	 	23	 
	Section 3.08
	 	Withdrawals	 	 	23	 
	Section 3.09
	 	Liability of the Members Generally	 	 	23	 
	ARTICLE IV MANAGEMENT	 	 	24	 
	Section 4.01
	 	Management and Control of the Company	 	 	24	 
	Section 4.02
	 	Actions by the Board of Managers	 	 	29	 
	Section 4.03
	 	Expenses	 	 	29	 
	Section 4.04
	 	Exculpation	 	 	30	 
	Section 4.05
	 	Indemnification	 	 	30	 
	Section 4.06
	 	Notice of Rights	 	 	31	 
	Section 4.07
	 	Rights to Appoint Board Observers	 	 	31	 
	Section 4.08
	 	Compliance with Laws	 	 	31	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE V DISTRIBUTIONS	 	 	32	 
	Section 5.01
	 	Distributions Generally	 	 	32	 
	Section 5.02
	 	Distributions	 	 	32	 
	Section 5.03
	 	Mandatory Distributions	 	 	32	 
	Section 5.04
	 	Demand Distribution of Securities	 	 	33	 
	Section 5.05
	 	Ordinary Course Distributions	 	 	34	 
	Section 5.06
	 	Restricted Distributions	 	 	34	 
	ARTICLE VI ALLOCATIONS	 	 	34	 
	Section 6.01
	 	General Application	 	 	34	 
	Section 6.02
	 	General Allocations	 	 	34	 
	Section 6.03
	 	Special Allocations	 	 	35	 
	Section 6.04
	 	Allocation of Nonrecourse Liabilities	 	 	36	 
	Section 6.05
	 	Tax Allocations; Other Allocation Rules	 	 	36	 
	ARTICLE VII ACCOUNTING AND TAX MATTERS	 	 	37	 
	Section 7.01
	 	Books and Records; Reports	 	 	37	 
	Section 7.02
	 	Tax Returns	 	 	37	 
	Section 7.03
	 	Tax Matters Member	 	 	37	 
	Section 7.04
	 	Accounting Methods; Elections	 	 	38	 
	Section 7.05
	 	Partnership Status	 	 	38	 
	Section 7.06
	 	Tax Treatment of the Transactions	 	 	38	 
	Section 7.07
	 	Confidentiality; Access to Information	 	 	39	 
	ARTICLE VIII TRANSFERS AND OTHER LIQUIDITY RIGHTS	 	 	40	 
	Section 8.01
	 	Transfer in General	 	 	40	 
	Section 8.02
	 	Admission of Members	 	 	41	 
	Section 8.03
	 	Transfers in Violation of Agreement	 	 	41	 
	Section 8.04
	 	Demand Liquidity Event	 	 	41	 
	Section 8.05
	 	Drag-Along	 	 	42	 
	Section 8.06
	 	Participation Redemption	 	 	43	 
	Section 8.07
	 	Public Offerings	 	 	44	 






ii









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE IX DISSOLUTION; LIQUIDATION	 	 	44	 
	Section 9.01
	 	Dissolution	 	 	44	 
	Section 9.02
	 	Final Accounting	 	 	44	 
	Section 9.03
	 	Liquidation	 	 	45	 
	Section 9.04
	 	Cancellation of Certificate	 	 	45	 
	ARTICLE X NOTICES	 	 	45	 
	Section 10.01
	 	Method for Notices	 	 	45	 
	ARTICLE XI GENERAL PROVISIONS	 	 	47	 
	Section 11.01
	 	Governing Law	 	 	47	 
	Section 11.02
	 	Amendments by the Members	 	 	47	 
	Section 11.03
	 	Counterparts	 	 	47	 
	Section 11.04
	 	Construction; Headings	 	 	47	 
	Section 11.05
	 	Severability	 	 	48	 
	Section 11.06
	 	Relations with Members	 	 	48	 
	Section 11.07
	 	Waiver of Action for Partition	 	 	48	 
	Section 11.08
	 	Successors and Assigns	 	 	48	 
	Section 11.09
	 	Entire Agreement	 	 	48	 
	Section 11.10
	 	No Third Party Beneficiaries	 	 	48	 
	Section 11.11
	 	Other Instruments and Acts	 	 	49	 
	Section 11.12
	 	Remedies and Waivers	 	 	49	 
	Section 11.13
	 	Public Announcements	 	 	49	 
	Section 11.14
	 	Initial Public Offering	 	 	49	 
	Section 11.15
	 	Consent to Jurisdiction and Service of Process	 	 	51	 
	Section 11.16
	 	Waiver of Jury Trial	 	 	51	 
	Section 11.17
	 	Fees and Expenses	 	 	52	 
	Section 11.18
	 	Regulated Insurance Companies	 	 	52	 







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FOURTH AMENDED AND RESTATED




LIMITED LIABILITY COMPANY AGREEMENT OF




AIA AURORA LLC




     This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this
“Agreement”) of AIA AURORA LLC (the “Company”) is made and entered into as of
December 1, 2009, by and among the Company and each of the Persons listed on the signature pages
hereof as Members.



W I T N E S S E T H:




     WHEREAS, AIG Life Holdings (International) LLC (“AIGLH”) formed the Company as a
limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del.
C. § 18-101, et seq., as amended and in effect from time to time) (the
“Act”) by filing a Certificate of Formation with the Office of the Secretary of State of
the State of Delaware and entering into a Limited Liability Company Agreement on August 11, 2009
(the “Initial LLC Agreement”); and



     WHEREAS, AIGLH amended and restated the Initial LLC Agreement by entering into the First
Amended and Restated Limited Liability Company Agreement of the Company on August 25, 2009 (the
“First Amended LLC Agreement”); and



     WHEREAS, in connection with the transfer of 100% of the Units (as hereinafter defined) then
outstanding, to American International Reinsurance Company, Ltd. (“AIRCO”), AIRCO amended
and restated the First Amended LLC Agreement by entering into the Second Amended and Restated
Limited Liability Company Agreement of the Company on October 8, 2009, (the “Second Amended LLC
Agreement”); and



     WHEREAS, in connection with the issuance by the Company of the Preferred Units to AIRCO, AIRCO
amended and restated the Second Amended LLC Agreement by entering into the Third Amended and
Restated Limited Liability Company Agreement of the Company on November 30, 2009 (the “Third
Amended LLC Agreement”); and



     WHEREAS, the Federal Reserve Board and the United States Department of the Treasury (the
“U.S. Department of the Treasury”) announced on March 2, 2009, a series of steps to provide
tangible evidence of the U.S. Government’s commitment to the orderly restructuring of American
International Group, Inc. (“AIG”) over time in the face of continuing market dislocation
and economic deterioration, including the step of reducing the amount outstanding under the Credit
Agreement in exchange for preferred interests in two special purpose vehicles created to hold all
of the outstanding common stock of AIA (as defined herein) and the American Life Insurance Company;
and




     WHEREAS, the Federal Reserve Bank of New York (the “FRBNY”) and AIG have mutually
agreed to pursue a separation of certain operating subsidiaries of AIG in order to enhance their
business franchises over the long term; and






 









 







     WHEREAS, the parties recognize that the purposes of the arrangements established pursuant to
this Agreement are (i) to repay the FRBNY and the U.S. Government for the financial assistance
provided to AIG by the FRBNY and the U.S. Government since September 2008 and (ii) to promote the
stability of AIG by improving its financial position while preserving the value of its businesses
over time so that AIG may be in a position to repay its obligations to the FRBNY and the U.S.
Government; and



     WHEREAS, the parties acknowledge the public policy objectives of the FRBNY and the U.S.
Government as well as the responsibilities and obligations of the Board of AIG to enter into an
agreement which represents the best interests of its stockholders; and



     WHEREAS, simultaneously with the execution of this Agreement, AIRCO will transfer the
Preferred Units (the “Preferred Transfer”) to the FRBNY in accordance with and pursuant to
that certain Purchase Agreement (the “Purchase
Agreement”) between AIG, AIRCO and the FRBNY
dated as of June 25, 2009; and



     WHEREAS, AIRCO wishes to effect (i) the amendment and restatement of the Third Amended LLC
Agreement and (ii) the continuation of the Company, in each case, on the terms set forth herein;
and



     WHEREAS, immediately after the effectiveness of this Agreement, AIRCO will distribute 900
Common Units to AIGLH and, in turn, AIGLH will distribute such Common
Units to AIG (and following such distribution by AIGLH, AIGLH will
cease to be a Member); and



     WHEREAS, following the effectiveness of this Agreement, the parties hereto wish to effect the
admittance of AIG as a Member, on the terms set forth herein, by having AIG execute a counterpart
to this Agreement.



     NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



ARTICLE I

DEFINITIONS




     As used in this Agreement, the following terms have the meanings set forth below:



     Section 1.01 “Act” has the meaning set forth in the Recitals.



     Section 1.02 “Additional Equity Issuance” has the meaning set forth in Section
3.02(b).



     Section 1.03 “Additional Member” has the meaning set forth in Section 3.02(b).



     Section 1.04 “Adjusted Capital Account Deficit” means, with respect to any Member, the
deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal
Year, after giving effect to the following adjustments:



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     (a) credit to such Capital Account any amounts which such Member is obligated to restore
pursuant to any provision of this Agreement or is deemed obligated to restore pursuant to the
penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and



     (b) debit to such Capital Account the items described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6).


The foregoing definition of “Adjusted Capital Account Deficit” is intended to comply with the
provisions of 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently
therewith.




     Section 1.05 “Affiliate” of any Person means any Person that directly or indirectly
through one or more intermediaries, Controls, is Controlled by or is under common Control with such
Person, and the term “Affiliated” shall have a correlative meaning; provided,
however, that for purposes hereof and except as set forth in Section 1.33(b), (i)
none of the Company or any of its Subsidiaries will be treated as Affiliates of the FRBNY, (ii)
none of the AIG Member, AIRCO nor any of their Affiliates, on the one hand, nor the FRBNY nor any
of its Affiliates, on the other, shall be deemed an Affiliate of the other such Person(s) and (iii)
for the sake of clarity, none of the AIG Credit Facility Trust or the U.S. Department of the
Treasury, on the one hand, or the FRBNY or any of its Affiliates, on the other, shall be deemed an
Affiliate of the other such Person.



     Section 1.06 “Agreement” has the meaning set forth in the Recitals.



     Section 1.07 “AIA” means American International Assurance Company Limited, a Hong Kong
corporation and Wholly-Owned Subsidiary of HK Co.



     Section 1.08 “AIG” has the meaning set forth in the Recitals.



     Section 1.09 “AIG Credit Facility Trust” means the trust designated as the AIG Credit
Facility Trust established for the sole benefit of the United States Treasury under that certain
trust agreement dated January 16, 2009 and shall include the trustees thereof acting in their
capacities as such trustees as the context may require.



     Section 1.10 “AIGLH” has the meaning set forth in the Recitals.



     Section 1.11 “AIG Member” means (i) to the extent AIG holds any Common Interest, AIG;
or (ii) to the extent AIG does not hold any Common Interest, any Affiliate of AIG which is a Common
Member designated by AIG to be the AIG Member.



     Section 1.12 “AIRCO” has the meaning set forth in the Recitals.



     Section 1.13 “Authorized Representative” has the meaning set forth in Section
7.07(a) hereof.



     Section 1.14 “Bankruptcy” of the Company means (a) the filing by the Company of a
voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form,
of its debts under Title 11 of the United States Code or any other Federal or state insolvency



3









 







Law, or the Company’s filing an answer consenting to or acquiescing in any such petition, (b) the making
by the Company of any assignment for the benefit of its creditors, or (c) the expiration of 60 days
after the filing of an involuntary petition under Title 11 of the United States Code, an
application for the appointment of a receiver for the assets of the Company, or an involuntary
petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any
other Federal or state insolvency Law, provided, however, that the same shall not
have been vacated, set aside or stayed within such 60-day period.



     Section 1.15 “Board of Governors” has the meaning set forth in Section 7.07(b)
hereof.



     Section 1.16 “Board of Managers” has the meaning set forth in Section
4.01(a)(i) hereof.



     Section 1.17 “Capital Account” shall mean, with respect to any Member, the Capital
Account maintained for such Member in accordance with the following provisions:



     (a) to each Member’s Capital Account, there shall be credited such Member’s Capital
Contribution, such Member’s distributive share of Net Income or any item in the nature of income or
gain which is specially allocated pursuant to Section 6.03 hereof, and the amount of any
Company liabilities assumed by such Member or which are secured by any property distributed to such
Member;



     (b) from each Member’s Capital Account, there shall be debited the amount of cash and the
Gross Asset Value of any property distributed to such Member pursuant to any provision of this
Agreement, such Member’s distributive share of Net Loss or any item in the nature of expenses or
losses which is specially allocated pursuant to Section 6.03 hereof, and the amount of any
liabilities of such Member assumed by the Company or which are secured by any property contributed
by such Member to the Company;



     (c) if all or a portion of an Interest is Transferred in accordance with the terms of this
Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent that
it relates to the Transferred Interest; and



     (d) in determining the amount of any liability for purposes of subparagraphs (a) and (b) there
shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and
the Regulations.



     The foregoing provision and other provisions of this Agreement relating to the maintenance of
Capital Accounts are intended to comply with Regulations Section 1.704-1(b) and shall be
interpreted and applied in a manner consistent with such Regulations. The initial Capital Account
of the Members which reflects any contribution made pursuant to the Separation Plan (as defined in
the Purchase Agreement) is set forth on Schedule I.



     Section 1.18 “Capital Contribution” means, with respect to any Member, the amount of
money and the fair market value of property contributed to the Company by such Member (or its
predecessors in interest) at such time with respect to the Interests held by such Member;
“Capital Contributions” means, with respect to any Member, the aggregate amount of money
and the fair



4









 







market value of property contributed to the Company by such Member (or its
predecessors in interest) with respect to the Interests held by such Member.



     Section 1.19 “Certificate” means the Certificate of Formation as filed with the
Secretary of State of the State of Delaware pursuant to the Act as set forth in the Recitals
hereof, as it may be amended or restated from time to time.



     Section 1.20 “Closing” has the meaning set forth in Section 1.2(a) of the
Purchase Agreement.



     Section 1.21 “Closing Date” has the meaning set forth in Section 1.2(a) of the
Purchase Agreement.



     Section 1.22 “Code” means the United States Internal Revenue Code of 1986, as amended
from time to time.



     Section 1.23 “Common Interest” means the limited liability company membership interest
represented by the Common Units owned by a Common Member in the Company at any particular time,
including the right of such Common Member to any and all benefits to which a Common Member may be
entitled as provided in the Act, this Agreement, or otherwise, together with the obligations of
such Common Member to comply with all terms and provisions of this Agreement and the Act.



     Section 1.24 “Common Member” means each Person admitted to the Company as a Common
Member whose name is set forth on Schedule I hereto as a Common Member with respect to
Common Units held by such Person, and any other Person admitted as an additional or substitute
Common Member, so long as such Person remains a Common Member.



     Section 1.25 “Common Units” has the meaning set forth in Section 3.04(a)(ii)
hereof.



     Section 1.26 “Company” has the meaning specified in the introductory paragraph hereof.



     Section 1.27 “Company Business” has the meaning set forth in Section 2.05(a)
hereof.



     Section 1.28 “Company Expenses” has the meaning set forth in Section 4.03(a)
hereof.



     Section 1.29 “Company Minimum Gain” has the same meaning as “partnership minimum gain”
set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).



     Section 1.30 “Comptroller General” has the meaning set forth in Section
7.07(b) hereof.



     Section 1.31 “Consent Holder” means, prior to the Preferred Transfer, any of AIRCO,
AIGLH or AIG and, following the Preferred Transfer, the FRBNY Member.



     Section 1.32 “Consent Request Contact” has the meaning set forth in Section
4.01(e) hereof.



5









 





     Section 1.33 “Control,” “Controlled,” and “Controlling” mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting Securities, by contract or
otherwise; provided, however, that the parties hereto and the Company hereby agree
as follows:




     (a) none of the FRBNY or any of its Affiliates (whether acting in its capacity as a
Preferred Member or otherwise) shall at any time be deemed to Control (or have the right to
obtain the Control of) the AIG Member, the Company or any of its Subsidiaries under this
Agreement by virtue of any of the following: (i) the Credit Agreement (as of the date hereof),
any related pledge and security arrangements or the exercise of any rights or the performance of
any obligations thereunder, (ii) the AIG Credit Facility Trust Agreement, dated as of January
16, 2009, relating to the AIG Credit Facility Trust or the exercise of any rights or the
performance of any obligations thereunder, (iii) the ownership by the AIG Credit Facility Trust,
the U.S. Department of the Treasury or any other United States Governmental Entity (other than
the FRBNY or any of its Affiliates) of any equity securities of AIG or any of its Affiliates
(other than the Company) or the exercise of any voting or other rights attaching to any such
equity securities and/or (iv) this Agreement or the Purchase Agreement or the exercise of any
rights or the performance of any obligations hereunder or thereunder; and




     (b) notwithstanding clause (a) of this definition, the FRBNY or any of its Affiliates
(which does not include, for the sake of clarity, the AIG Credit Facility Trust) shall be deemed
to Control the AIG Member, the Company or any of its Subsidiaries under this Agreement at any
time that the FRBNY or any of its Affiliates (which does not include, for the sake of clarity,
the AIG Credit Facility Trust) (x) shall own, directly or indirectly, either (i) a majority of
the outstanding Common Interests or (ii) securities of AIG or AIRCO representing a majority of
the shares entitled to vote on matters generally presented for a vote of the stockholders of AIG
or AIRCO, as the case may be or (y) shall have the right to elect or appoint a majority of the
members of the board of directors or board of managers of AIG, AIRCO or the Company.



     Section 1.34 “Conversion Demand” has the meaning set forth in Section 11.14(b)
hereof.



     Section 1.35 “Conversion Demanding Member” has the meaning set forth in Section
11.14(b) hereof.



     Section 1.36 “Credit Agreement” means the Credit Agreement dated September 22, 2008,
between AIG and the FRBNY, as amended from time to time.



     Section 1.37 “Department” means, with respect to any regulated Subsidiary of the
Company, any Governmental Entity which regulates and oversees, in any material respect, the
business of such Subsidiary (including any branch thereof) in any of the jurisdictions or
administrative regions (e.g., Hong Kong) in which such Subsidiary conducts its business.



     Section 1.38 “Depreciation” means, for each Fiscal Year, an amount equal to the
depreciation, amortization, or other cost recovery deduction allowable for U.S. federal income tax
purposes with respect to an asset for such Fiscal Year, except that (i) with respect to any asset



6









 







the Gross Asset Value of which differs from its adjusted tax basis for U.S. federal income tax
purposes at the beginning of such Fiscal Year and which difference is being eliminated by use of
the “remedial method” as defined by Regulations Section 1.704-3(d), Depreciation for such Fiscal
Year shall be the amount of book basis recovered for such Fiscal Year under the rules prescribed by
Regulations Section 1.704-3(d)(2), and (ii) with respect to any other asset the Gross Asset Value
of which differs from its adjusted tax basis for U.S. federal income tax purposes at the beginning
of such Fiscal Year, (a) Depreciation shall be an amount which bears the same ratio to such
beginning Gross Asset Value as the U.S. federal income tax depreciation, amortization, or other
cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; and (b) if
the adjusted tax basis for U.S. federal income tax purposes of an asset at the beginning of such
Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset
Value using any reasonable method selected by the Board of Managers.



     Section 1.39 “Distributed Securities” has the meaning set forth in Section
5.04(b) hereof.



     Section 1.40 “Distribution Demand” has the meaning set forth in Section
5.04(b) hereof.



     Section 1.41 “Distribution Demanding Member” has the meaning set forth in Section
5.04(a) hereof.



     Section 1.42 “Drag-Along Buyer” has the meaning set forth in Section 8.05(a)
hereof.



     Section 1.43 “Drag-Along Demand” has the meaning set forth in Section 8.05(a)
hereof.



     Section 1.44 “Drag-Along Members” has the meaning set forth in Section 8.05(b)
hereof.



     Section 1.45 “Drag-Along Notice” has the meaning set forth in Section 8.05(b)
hereof.



     Section 1.46 “Drag-Along Sale” means any sale, merger, consolidation or other business
combination consisting of a Transfer by the Preferred Members of all of the Interests or other
issued and outstanding Equity Interests then held by the Preferred Members.



     Section 1.47 “Drag-Along Transfer” has the meaning set forth in Section
8.05(a) hereof.



     Section 1.48 “Entity” means any general partnership, limited partnership, limited
liability company, corporation, joint venture, trust, business trust, cooperative, association or
other entity.



     Section 1.49 “Equity Securities” has the meaning set forth in Section 3.02(a)
hereof.



     Section 1.50 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and
applicable rules and regulations thereunder.



7









 





     Section 1.51 “First Amended LLC Agreement” has the meaning set forth in the Recitals.



     Section 1.52
“Fiscal Year” has the meaning set forth in
Section 2.07 hereof.



     Section 1.53 “FRBNY” has the meaning set forth in the Recitals.



     Section 1.54 “FRBNY Member” means the FRBNY and any Permitted Transferee thereof.



     Section 1.55
“GAO” has the meaning set forth in
Section 7.07(b) hereof.



     Section 1.56
“Global Coordinators” has the meaning set forth in
Section 8.07 hereof.



     Section 1.57 “Governmental Entity” means any national, regional, local or foreign
governmental, legislative, judicial, administrative or regulatory authority, agency, commission,
body, court or entity.



     Section 1.58 “Gross Asset Value” means, with respect to any asset, the asset’s
adjusted basis for federal income tax purposes, except as follows:



     (a) the Gross Asset Value of any asset contributed by a Member to the Company is the gross
fair market value of such asset as determined by the Board of Managers at the time of contribution;



     (b) the Gross Asset Value of all Company assets shall be adjusted to equal their respective
gross fair market values, as determined by the Board of Managers, as of the following
times: (i) the acquisition of any additional interest in the Company by any new or existing Member
in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company
to a Member of more than a de minimis amount of property as consideration for an interest in the
Company, (iii) the grant of an interest in the Company (other than a de minimis interest) as
consideration for the provision of services to or for the benefit of the Company by an existing
Member acting in a Member capacity, or by a new Member acting in a Member capacity or in
anticipation of becoming a Member; and (iv) the liquidation of the Company within the meaning of
Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that the adjustments
pursuant to clauses (i), (ii) and (iii) above shall be made only if the Board of Managers
reasonably determines that such adjustments are necessary or appropriate to reflect the relative
economic interests of the Members in the Company; and



     (c) the Gross Asset Value of any Company asset distributed to any Member shall be adjusted to
equal the gross fair market value of such asset on the date of distribution as determined by the
Board of Managers.



If the Gross Asset Value of a Company asset has been determined or adjusted pursuant to clause (a)
or (b) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into
account with respect to such asset for purposes of computing Net Income or Net Loss.



8









 





     Section 1.59 “Helping Families Act” has the meaning set forth in Section
7.07(b) hereof.



     Section 1.60 “HK Co.” means AIA Group Limited, a Hong Kong private limited company
which is a Wholly-Owned Subsidiary of the Company and holds one hundred (100%) of AIA’s total share
capital.



     Section 1.61 “HK Note B” has the meaning set forth in Annex A to the Purchase
Agreement.



     Section 1.62 “Indebtedness” means, without duplication, with respect to any Person,
all liabilities, obligations and indebtedness for borrowed money of such Person, of any kind or
nature, now or hereafter owing, arising, due or payable, howsoever evidenced, created, incurred,
acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise, consisting
of indebtedness for borrowed money or the deferred purchase price of property or services,
excluding purchases of merchandise and services in the ordinary course of business consistent with
past practice, but including (a) all obligations and liabilities of any Person secured by any lien
on such Person’s property, even though such Person shall not have assumed or become liable for the
payment thereof (except unperfected Permitted Liens incurred in the ordinary course of business and
not in connection with the borrowing of money); (b) all obligations and liabilities of such Person
to pay rent or other amounts under any lease of (or other arrangement conveying the right to use)
real or personal property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such Person under generally
accepted accounting principles, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with generally accepted accounting
principles; (c) all obligations and liabilities created or arising under any conditional sale or
other title retention agreement with respect to property used or acquired by such Person, even if
the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of
such property; (d) all obligations and liabilities under guarantees by such Person of Indebtedness
of another Person; (e) all obligations and liabilities of such Person in respect of letters of
credit, bankers’ acceptances or similar instruments issued or accepted by banks and other financial
institutions for the account of such Person; (f) all obligations of such Person evidenced by bonds,
notes, debentures, or similar instruments; and (g) all obligations of such Person with respect to
deposits or advances of any kind. Notwithstanding anything herein to the contrary, Indebtedness
shall not include (i) any obligation of any Person to make any payment, hold funds or securities in
trust or to segregate funds or securities for the benefit of one or more third parties (including
any policyholder, pension fund or mutual fund shareholder or unitholder) pursuant to any insurance
or reinsurance contract, annuity contract, variable annuity contract, unit-linked or mutual fund
account or other similar agreement or instrument; or any pension fund or mutual fund contract; or
any capital redemption contract or suretyship contract issued pursuant to its insurance business
license in the ordinary course of business, (ii) any Indebtedness issued, assumed, guaranteed or
otherwise incurred by any Regulated Subsidiary, for or on behalf of any separate account of such
Regulated Subsidiary, in respect of which the recourse of the holder of such Indebtedness is
limited to assets of such separate account and no other assets or property whatsoever of any AIA
Entity, (iii) any Indebtedness that is secured by a real property mortgage under which the recourse
of the lender is limited to the relevant real property and no other assets or property whatsoever
of any AIA Entity other than recourse liability for customary “bad boy”



9









 







acts, (iv) the obligations
of any investment funds Controlled by AIA that would be considered as liabilities of AIA on the
consolidated financial statements prepared in accordance with generally accepted accounting
principles applicable to AIA, but not, for the sake of clarity, in respect of indebtedness for
borrowed money, (v) obligations under Swap Contracts, (vi) obligations under or arising out of any
employee benefit plan, employment contract or other similar arrangement in existence as of the
Closing Date, or (vii) obligations under any severance or termination of employment agreement or
plan. For the avoidance of doubt, Indebtedness shall not include statutory liens incurred or
advances or deposits or other security granted to any Governmental Entity in connection with a
governmental authorization, registration, filing, license, permit or approval of the ordinary
course of business consistent with past practice.



     Section 1.63 “Indemnified Party” has the meaning set forth in Section 4.04(a)
hereof.



     Section 1.64 “Initial LLC Agreement” has the meaning set forth in the Recitals hereof.



     Section 1.65 “Initial Capital Contribution” has the meaning set forth in Section
3.01 hereof.



     Section 1.66 “Initial Liquidation Preference” means $16 billion.



     Section 1.67 “Initial Period” means the 48-month period following the date of this
Agreement.



     Section 1.68 “Initial Public Offering” means any initial underwritten sale of
Securities of the Company, HK Co., any Entity owning all or substantially all of the assets of AIA
and its Subsidiaries, taken as a whole, or any Entity formed solely for the purpose of owning all
of the Interests, in each case, pursuant to (i) an effective registration statement under the
Securities Act filed with the Securities and Exchange Commission on Form S-1 or Form F-1 (or a
successor form) after which sale such Securities are listed or quoted on a national securities
exchange or an established foreign securities exchange or authorized to be quoted on an
inter-dealer quotation system of a registered national securities association or (ii) a listing on
any internationally recognized foreign stock exchange, including the Main Board of the Stock
Exchange of Hong Kong Limited and the Singapore Exchange Securities Trading Limited.



     Section 1.69 “Insurance Subsidiary” means AIA and any of its Subsidiaries which are
insurance companies.



     Section 1.70 “Interests” means the Preferred Interests and the Common Interests.



     Section 1.71
“IPO Demand” has the meaning set forth in
Section 8.04(a) hereof.



     Section 1.72 “IPO Demanding Member” has the meaning set forth in Section
8.04(a) hereof.



     Section 1.73 “Laws” means any federal, state, local or foreign law, statute or
ordinance, or any rule, regulation, judgment, order, writ, injunction, ruling, decree or agency
requirement of any Governmental Entity. For the sake of clarity, the term “Laws” includes without
limitation: (i) any applicable anti-corruption laws relating to the offer, payment, promise to pay,
or



10









 







authorization of the payment or giving of money, or anything else of value, to any government
official, (ii) any applicable laws or sanctions administered by the U.S. Department of the
Treasury’s Office of Foreign Assets Control, the United Nations Security Council or other relevant
sanctions authority relating to dealings or transactions with any Person, in any country or
territory, that at the time of the dealing or transaction is or was the subject of sanctions, (iii)
any applicable anti-money laundering laws and regulations, and (iv) any applicable U.S.
anti-boycott laws and regulations.



     Section 1.74 “Liquidation Preference” means, as of any time, the Initial Liquidation
Preference plus the aggregate Preferred Return earned thereon during all quarters ended prior to
that time minus the amount of distributions received by the Preferred Members (or their
predecessors in interest) under Sections 5.02(c) hereof or Section 5.02(a) hereof
(solely with respect to all quarters ended prior to the then current quarter) prior to that time.



     Section 1.75 “Liquidator” has the meaning set forth in Section 9.03(b) hereof.



     Section 1.76 “Majority in Interest” means the affirmative vote of the Members of a
particular class whose Unit Percentage represents more than fifty percent (50%) of the aggregate
Unit Percentages of all Members of such particular class.



     Section 1.77 “Majority Preferred Members” means, at any time, the Preferred Member(s)
(other than the FRBNY Member) that own Preferred Units representing more than fifty percent (50%)
of the then aggregate Liquidation Preference.



     Section 1.78 “Manager” has the meaning set forth in Section 4.01(a)(i) hereof.



     Section 1.79 “Material Subsidiary” means any Subsidiary of the Company that would
constitute a “significant subsidiary” of the Company within the meaning of Rule 1-02 of Regulation
S-X under the Exchange Act if the Company’s Securities were registered under the Exchange Act. As
of the Closing Date, the Material Subsidiaries are set forth on Schedule III.



     Section 1.80 “Members” means, collectively, the Preferred Members and the Common
Members.



     Section 1.81 “Member Nonrecourse Debt” has the same meaning as the term “partner
nonrecourse debt” set forth in Regulations Section 1.704-2(b)(4).



     Section 1.82 “Member Nonrecourse Debt Minimum Gain” means an amount, with respect to
each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if the Member
Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations
Section 1.704-2(i)(3).



     Section 1.83 “Member Nonrecourse Deductions” has the same meaning as the term “partner
nonrecourse deductions” set forth in Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).



     Section 1.84 “Net Income” and “Net Loss” means, for each Fiscal Year or other
period, an amount equal to the Company’s taxable income or loss for such Fiscal Year or period,



11









 







determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain,
loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be
included in taxable income or loss) with the following adjustments:



     (a) any income of the Company that is exempt from federal income tax and not otherwise taken
into account in computing Net Income or Net Loss pursuant to this paragraph shall be added to such
income or loss;



     (b) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code
Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-(1)(b)(2)(iv)(i), and not
otherwise taken into account in computing Net Income or Net Loss pursuant to this paragraph, shall
be subtracted from such taxable income or loss;



     (c) in the event the Gross Asset Value of any Company asset is adjusted pursuant to
subdivisions (b) or (c) of the definition of “Gross Asset Value” herein, the amount of such
adjustment shall be taken into account as gain or loss from the disposition of such asset for
purposes of computing Net Income or Net Loss;



     (d) gain or loss resulting from any disposition of Company property with respect to which gain
or loss is recognized for federal income tax purposes shall be computed by reference to the Gross
Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such
property differs from its Gross Asset Value;



     (e) in lieu of depreciation, amortization, and other cost recovery deductions taken into
account in computing such taxable income or loss, there shall be taken into account Depreciation
for such fiscal year, computed in accordance with the definition of “Depreciation”;



     (f) any items which are specially allocated pursuant to the provisions of Section 6.03
shall not be taken into account in computing Net Income or Net Loss.


For the avoidance of doubt, the Preferred Return will be taken into account as a guaranteed payment
deductible under Code Section 707(c) in determining the Company’s taxable income or loss.




     Section 1.85 “Net Proceeds” means, with respect to any Additional Equity Issuance or
any Qualifying Event, the cash proceeds (including cash proceeds subsequently received (as and when
received) in respect of noncash consideration initially received), net of (i) all expenses and
costs (including broker’s fees or commissions, legal fees, transfer and similar taxes and the
Company’s good-faith estimate of income taxes paid or payable in connection with such Additional
Equity Issuance or Qualifying Event) incurred or assumed in connection with such Additional Equity
Issuance or Qualifying Event, (ii) amounts provided as a reserve, in accordance with generally
accepted accounting principles, against any liabilities associated with the asset subject to such
Qualifying Event or under any indemnification obligations or purchase price adjustment associated
with such Additional Equity Issuance or Qualifying Event; provided, however, that
to the extent and at the time any such amounts are released from such reserve, such amounts shall
constitute Net Proceeds, (iii) the principal amount, premium or penalty, if any, interest and other
amounts on any Indebtedness that is secured by the asset sold in such Qualifying Event and that is
required to be repaid with such proceeds (other than any such



12









 







Indebtedness assumed by the purchaser
of such asset), (iv) the proceeds thereof required to be paid to employees pursuant to any employee
benefit plan, employment contract or other similar arrangement in effect on the Closing Date, (v)
amounts required to be paid to any Person (other than the Company or any Subsidiary) owning an
interest in the asset subject to such Qualifying Event; (vi) Regulatory Capital Needs (including
proceeds received by the Company in connection with Section 3.02(c)), and (vii) any amount
which (A) may not be distributed by any Insurance Subsidiary pursuant to any regulatory
requirement, directive or order of any Governmental Entity, or which it would otherwise be illegal
to distribute (whether as a dividend or otherwise), directly or indirectly to the Company or any of
its Subsidiaries, and (B) the
Company, in consultation with the Members and appropriate rating agencies, reasonably
determines the distribution of which would cause the Insurance Subsidiary’s ratings to be
downgraded; provided further that in both cases the Company agrees that it shall
use all commercially reasonable efforts to obtain any rating agency, regulatory or other approvals
or assurances as may be necessary to permit such distribution of Net Proceeds in compliance with
applicable Law and without a credit rating downgrade.



     Section 1.86 “Nondisclosure Agreement” has the meaning set forth in Section
7.07(a) hereof.



     Section 1.87 “Nonrecourse Deductions” has the meaning set forth in Regulations Section
1.704-2(b)(1) and 1.704-2(c).



     Section 1.88 “Nonrecourse Liability” has the meaning set forth in Regulations Section
1.752-1(a)(2).



     Section 1.89 “Observers” has the meaning set forth in Section 4.07 hereof.



     Section 1.90 “Participating Fair Market Value” means the amount of distributions that
the Preferred Members would receive solely pursuant to Section 5.02(e) in the event of a
distribution to all the Members under Section 5.02, where the amount of such distributions
to all Members is equal to: (i) following an Initial Public Offering, the Net Proceeds that the
Company would receive (and that would be available for distribution to the Members) in connection
with a Public Offering of one hundred percent (100%) of the equity securities in the Entity subject
to the Initial Public Offering then held, directly or indirectly, by the Company, based on the
average closing sales price of the equity securities in the Entity subject to the Initial Public
Offering on the trading day immediately prior to the date of determination; and (ii) prior to an
Initial Public Offering, the total amount that would be received by the Members in a sale of one
hundred percent (100%) of the Equity Securities of the Company, as determined in accordance with
Section 8.06.



     Section 1.91 “Participation Redemption” has the meaning set forth in Section
8.06 hereof.



     Section 1.92 “Permitted Liens” means (a) liens that secure debt that is reflected on
the Financial Statements, as defined in the Purchase Agreement; (b) liens for taxes, assessments or
other governmental charges or levies that are not yet due or payable or that are being contested in
good faith by appropriate proceedings; (c) statutory liens of landlords and liens of carriers,



13









 







warehousemen, mechanics, materialmen, repairmen and other liens imposed by Law for amounts not yet
due; (d) liens incurred or deposits made to a Governmental Entity in connection with a governmental
authorization, registration, filing, license, permit or approval; (e) liens incurred or deposits
made in the ordinary course of the business of the Company, AIA or any of their respective
Subsidiaries in connection with workers’ compensation, unemployment insurance or other types of
social security; (f) defects of title, easements, rights-of-way, covenants, restrictions
and other similar charges or encumbrances not materially interfering with the ordinary conduct
of business or which are shown by a current title report or other similar report or listing
previously provided or made available to the FRBNY; (g) liens not created by the Company, AIA or
any of their respective Subsidiaries that affect the underlying fee interest of any leased real
property; (h) liens incurred in the ordinary course of the business of the Company, AIA or any of
their respective Subsidiaries securing obligations or liabilities that are not individually or in
the aggregate material to the relevant asset or property, respectively; (i) all licenses,
agreements, settlements, consents, covenants not to assert and other arrangements entered into in
the ordinary course of the business of the Company, AIA or any of their respective Subsidiaries;
(j) zoning, building and other generally applicable land use restrictions; (k) liens that have been
placed by a third party on the fee title of the real property constituting the leased real property
or real property over which the Company, AIA or any of their respective Subsidiaries have easement
rights; (l) leases or similar agreements affecting the real property owned by the Company, AIA or
any of their respective Subsidiaries, provided that such leases and agreements have been provided
or made available to the FRBNY; (m) liens or other restrictions on transfer imposed by applicable
insurance Laws; (n) pledges or other collateral assignments of assets, including by means of a
credit for reinsurance trust, to or for the benefit of cedents under reinsurance written by each of
AIA or any of its Subsidiaries that is an insurance company, for purposes of statutory accounting
credit; (o) liens granted under securities lending and borrowing agreements, repurchase and reverse
repurchase agreements and derivatives entered into in the ordinary course of the business of the
Company, AIA or any of their respective Subsidiaries; (p) clearing and settlement liens on
securities and other investment properties incurred in the ordinary course of clearing and
settlement transactions in such securities and other investment properties and the holding of legal
title or other interests in securities or other investment properties by custodians or depositories
in the ordinary course of the business of the Company, AIA or any of their respective Subsidiaries;
(q) agreements with any Governmental Entities or any public utilities or private suppliers of
services, including subdivision agreements, development agreements and site control agreements
(provided, however, that such agreements do not materially interfere with the
ordinary conduct of business of the Company, AIA or any of their respective Subsidiaries); (r)
rights of the owners of any mineral rights (provided, however, that such rights do
not materially interfere with the ordinary conduct of business of the Company, AIA or any of their
respective Subsidiaries); (s) reservations, limitations, appropriations, provisos and conditions in
the original grants from the crown or the relevant Governmental Entity, native land claims and
statutory exceptions to title; and (t) any liens between AIG and the FRBNY created by (1) the
Guarantee and Pledge Agreement, or (2) the Credit Agreement.



     Section 1.93 “Permitted Transferee” means, with respect to (i) the Common Members, (A)
prior to the Preferred Payment, (1) the FRBNY, AIGLH, AIG, any Common Member or any Person that is
a Wholly-Owned Subsidiary of any Common Member (but only for so long as that Person remains a
Wholly-Owned Subsidiary of the transferring Common Member as further



14









 







provided in the agreement to
be bound which shall be executed and delivered by such Permitted Transferee in accordance with
Section 8.02 hereof) and (2) the FRBNY as pledgee under the Guarantee and Pledge Agreement
dated as of September 22, 2008, as amended on the Closing
Date; and (B) following the Preferred Payment, any Affiliate thereof and (ii) the Preferred
Members, (A) the U.S. Department of the Treasury or any other department or agency of the U.S.
Government; (B) any Entity wholly-owned by such Preferred Member and/or one or more of its
Permitted Transferees and established solely to hold the Preferred Interest on behalf of such
Preferred Member and/or one or more of its Permitted Transferees; or (C) any trust or similar
Entity established on behalf of such Preferred Member and/or one or more of its Permitted
Transferees and solely to hold the Preferred Interest on behalf of such Preferred Member and/or one
or more of its Permitted Transferees (but only for so long as that Person continues to satisfy the
requirements of Sections 1.93(ii)(B) or (C) herein, as further provided in the
agreement to be bound which shall be executed and delivered by such Permitted Transferee in
accordance with Section 8.02 hereof).



     Section 1.94 “Person” means any individual or Entity and, where the context so
permits, the legal representatives, successors in interest and permitted assigns of such Person.



     Section 1.95 “PhilAm” means the Philippine American Life and General Insurance
Company, a corporation organized under the laws of the Philippines.



     Section 1.96 “Preferred Interest” means the non-voting limited liability company
membership interest represented by the Preferred Units owned by a Preferred Member in the Company
at any particular time, including the right of such Preferred Member to any and all benefits to
which such Preferred Member may be entitled as provided in the Act, this Agreement, or otherwise,
together with the obligations of such Preferred Member to comply with all terms and provisions of
this Agreement and the Act.



     Section 1.97 “Preferred Member” means each Person admitted to the Company as a
Preferred Member whose name is set forth on Schedule I hereto as a Preferred Member with
respect to Preferred Units held by such Person, and any other Person admitted as an additional or
substitute Preferred Member, so long as such Person remains a Preferred Member.



     Section 1.98 “Preferred Participating Return” has the meaning set forth in Section
5.02(e) hereof.



     Section 1.99 “Preferred Payment” means the distribution to the Preferred Members of
the Initial Liquidation Preference plus the aggregate Preferred Returns earned thereon in full.



     Section 1.100 “Preferred Redemption” means the Preferred Payment and the Participation
Redemption.



     Section 1.101 “Preferred Return” means a return of five percent (5%) per annum until
September 22, 2013, and thereafter nine percent (9%) per annum, in each case, compounded quarterly
on the average daily balances of the Liquidation Preference.



     Section 1.102 “Preferred Transfer” has the meaning set forth in the Recitals.



15









 





     Section 1.103
“Preferred Units” has the meaning set forth in
Section 3.04(a)(i) hereof.



     Section 1.104 “Public Offering” means any public sale of Securities of the Company, HK
Co. or any Material Subsidiary (i) in a primary sale in which the Company, HK Co. or such Material
Subsidiary is the issuer of such Securities, including without limitation, an Initial Public
Offering; or (ii) in a secondary sale in which the Company or any of its Subsidiaries is the
selling stockholder.



     Section 1.105 “Purchase Agreement” has the meaning set forth in the Recitals hereof.



     Section 1.106 “Qualifying Event” means (i) any Public Offering, (ii) a liquidation or
winding up of the Company or any Material Subsidiary or (iii) a Voluntary Sale; provided,
however, that in no event shall any (A) Initial Public Offering, effected by virtue of the
exercise by the IPO Demanding Member of the rights set forth in Section 8.04(a), or (B)
Sale of the Company, effected by virtue of the exercise by the Sale Demanding Member of the rights
set forth in Section 8.04(b), constitute a Qualifying Event.



     Section 1.107 “Redemption Notice” has the meaning set forth in Section 8.06
hereof.



     Section 1.108 “Regulated Subsidiary” means each subsidiary of AIA that is regulated by
a Department. The Regulated Subsidiaries as of the date hereof are set forth on Schedule
II.



     Section 1.109 “Regulations” means the Income Tax Regulations promulgated under the
Code, as amended.



     Section 1.110 “Regulatory Capital Needs” means, with respect to any Insurance
Subsidiary, the amounts required to satisfy any of its existing capital or liquidity needs arising
under applicable Law or regulatory requirement, directive or order of any relevant Department.



     Section 1.111 “Sale Demanding Member” has the meaning set forth in Section
8.04(b) hereof.



     Section 1.112 “Sale of the Company” means (i) the sale, merger, consolidation,
business combination or similar transaction or related series of transactions (other than an
Initial Public Offering) involving the Company or any other Entity owning all or substantially all
of the assets of the Company and its Subsidiaries, taken as a whole, as a result of which a Person
or group of Persons (excluding any existing Members and their Permitted Transferees) own (directly
or indirectly) fifty percent (50%) or more of the voting power of the Company (or such other Entity
(or the surviving or resulting Entity thereof)) or (ii) the sale or transfer of all or
substantially all of the assets of the Company and its Subsidiaries, taken as a whole, in a single
transaction or a series of related transactions.



     Section 1.113 “Sale of the Company Demand” has the meaning set forth in Section
8.04(b) hereof.



     Section 1.114 “Second Amended LLC Agreement” has the meaning set forth in the
Recitals.



16









 





     Section 1.115 “Securities” means equity securities of every kind and nature, including
stock, warrants, options or options or agreements to acquire any of the foregoing, and other
instruments representing equity in any Entity.



     Section 1.116 “Securities Act” means the Securities Act of 1933, as amended from time
to time.



     Section 1.117 “Securities Distribution” has the meaning set forth in Section
5.04 hereof.



     Section 1.118 “Securities Lending Management” means any transaction undertaken to
manage liquidity of AIA and its Subsidiaries in connection with the existing and ongoing securities
lending program up to the amounts disclosed to the FRBNY pursuant to the Purchase Agreement and in
the ordinary course of business consistent with past practice or the unwinding of such securities
lending program, provided, however, that all amounts owed by AIA and its
Subsidiaries under all securities lending facilities pursuant to such securities lending program do
not exceed, in the aggregate and at any time, the aggregate amounts outstanding under all such
securities lending facilities as of February 28, 2009.



     Section 1.119
“Selling Member” has the meaning set forth in
Section 8.05(a) hereof.



     Section 1.120
“Significant Action” has the meaning set forth in
Section 4.01(d) hereof.



     Section 1.121 “Significant Action Request Notice” has the meaning set forth in
Section 4.01(e) hereof.



     Section 1.122 “Subsidiary” means, with respect to any specified Person, any other
Person in which such specified Person, directly or indirectly through one or more Affiliates or
otherwise, beneficially owns more than fifty percent (50%) of the ownership interest (determined by
equity or economic interests) in, or the right to appoint a majority of the board of managers or
similar governing body of, such other Person; provided, however, that for the sake
of clarity, the AIG Credit Facility Trust shall not be a Subsidiary of the FRBNY.



     Section 1.123 “Substituted Member” has the meaning set forth in Section 8.02
hereof.



     Section 1.124 “Swap Contracts” shall have the meaning provided for such term in the
Credit Agreement.



     Section 1.125 “Tax Matters Member” has the meaning set forth in Section 7.03
hereof.



     Section 1.126 “Third Amended LLC Agreement” has the meaning set forth in the Recitals.



     Section 1.127 “Third Party” means a prospective purchaser (other than a Permitted
Transferee of the prospective selling Member) of Equity Securities in a bona fide arm’s length
transaction.



     Section 1.128 “Trading Value” means the average closing sales price, rounded to four
decimal points, of the Distributed Securities on the primary securities exchange upon which such



17









 







Distributed Securities are traded (at the time of the Distribution Demand) for the period of the
ten consecutive trading days ending on the second full trading day prior to the Distribution
Demand.



     Section 1.129 “Transaction Documents” has the meaning set forth in Section
6.6(tt) of the Purchase Agreement.



     Section 1.130 “Transfer” means, with respect to any Interests, (i) when used as a
verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer
any such Interests or any participation or interest therein, whether directly or indirectly, or
agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale,
assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of any
such Interests or any participation or interest therein or any agreement or commitment to do any of
the foregoing.



     Section 1.131
“UCC” has the meaning set forth in Section 3.05(c) hereof.



     Section 1.132
“Unit Certificates” has the meaning set forth in
Section 3.05(a) hereof.



     Section 1.133 “Unit Percentage” means, with respect to each class of Members, a
fraction, the numerator of which is the aggregate number of Units of such class held by a Member,
and the denominator of which is the aggregate number of all Units of such class of Units then
issued and outstanding.



     Section 1.134 “Units” means, collectively, the Preferred Units and the Common Units.



     Section 1.135 “U.S. Department of the Treasury” has the meaning set forth in the
Recitals.



     Section 1.136 “Voluntary Sale” means any (i) sale, lease, transfer, conveyance or
other disposition, in one or a series of related transactions, of assets (including equity interest
in any Subsidiary) of the Company or any Subsidiary resulting in Net Proceeds to the Company or
such Subsidiary of more than $15 million or (ii) any sale, merger, consolidation or other business
combination consisting of a Transfer of any Securities of the Company or any Material Subsidiary,
in the case of clauses (i) and (ii) above, other than in each case any (A) Initial Public Offering
effected by virtue of the exercise by the IPO Demanding Member of the rights set forth in
Section 8.04(a) or (B) Sale of the Company effected by virtue of the exercise by the Sale
Demanding Member of the rights set forth in Section 8.04(b); provided,
however, that none of the following shall be deemed a Voluntary Sale: (U) any transaction
between AIA and any of its
Subsidiaries or between any Subsidiaries of AIA, (V) the managing of investment assets by the
Insurance Subsidiaries in the ordinary course of business consistent with past practices, (W) the
Insurance Subsidiaries effecting treasury and cash management functions conducted in the ordinary
course of business consistent with past practices, (X) Securities Lending Management, (Y)
reinsurance or co-insurance arrangements entered into in the ordinary course of business consistent
with past practices, and (Z) the creation of any Lien (as defined in the Credit Agreement),
permitted under Section 6.01 of the Credit Agreement.



18









 





     Section 1.137 “Wholly-Owned Subsidiary” means, with respect to any specified Person,
any other Person in which such specified Person, directly or indirectly through one or more
Affiliates or otherwise, beneficially owns at least ninety-five percent (95%) of both the ownership
interest (determined by equity or economic interests) in, and the voting control of, such other
Person.



ARTICLE II

ORGANIZATION




     Section 2.01 Formation of Company. The Company has previously been formed pursuant to
the Act. The Third Amended LLC Agreement is hereby amended and restated in its entirety, and the
Company is hereby continued. The rights and liabilities of the Members shall be as provided for in
the Act if not otherwise expressly provided for in this Agreement.



     Section 2.02 Name. The name of the Company is “AIA Aurora LLC.” The Company Business
shall be conducted under such name or under such other names as the Board of Managers may deem
appropriate in compliance with applicable Law.



     Section 2.03 Office; Agent for Service of Process. The address of the Company’s
registered office in Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400,
City of Wilmington, County of New Castle, Delaware 19808. The name and address of the registered
agent in Delaware for service of process are Corporation Service Company, 2711 Centerville Road,
Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The Board of Managers may
change the registered office and the registered agent of the Company from time to time. The
Company shall maintain a principal place of business and office(s) at such place or places in the
United States as the Board of Managers may from time to time designate.



     Section 2.04 Term. The Company commenced on the date of the filing of the
Certificate, and the term of the Company shall continue until the dissolution of the Company in
accordance with the provisions of Article IX hereof or as otherwise provided by applicable
Law.



     Section 2.05 Purpose and Scope.



          (a) The sole and exclusive purpose and business of the Company (the “Company
Business”) is to directly or indirectly hold, exercise rights with respect to and dispose of
its investments in HK Co.




          (b) The Company shall have the power to do any and all acts reasonably necessary, appropriate,
proper, advisable, incidental or convenient to or for the furtherance of the Company Business and
for the protection and benefit of the Company, and shall have, without limitation, any and all of
the powers that may be exercised on behalf of the Company by the Board of Managers pursuant to this
Agreement, including pursuant to Section 2.06 hereof.




     Section 2.06 Authorized Acts. In furtherance of the Company Business only, but
subject to all other provisions of this Agreement including, but not limited to, Section
4.01(d), the Board of Managers, on behalf of the Company, is hereby authorized and empowered:



19









 





          (a) To do any and all things and perform any and all acts necessary or incidental to the
Company Business;




          (b) To enter into, and take any action under, any contract, agreement or other instrument as
the Board of Managers shall determine to be necessary or desirable to further the objects and
purposes of the Company, including without limitation contracts or agreements with any Member or
prospective Member;




          (c) To open, maintain and close bank accounts and draw checks or other orders for the payment
of money and open, maintain and close brokerage, money market fund and similar accounts;




          (d) To incur expenses and other obligations on behalf of the Company in accordance with this
Agreement;




          (e) To bring and defend actions and proceedings at law or in equity and before any
governmental, administrative or other regulatory agency, body or commission;




          (f) To prepare and file all necessary returns and statements, pay all taxes, assessments and
other impositions applicable to the assets of the Company, and withhold amounts with respect
thereto from funds otherwise distributable to any Member;




          (g) To determine the accounting methods and conventions to be used in the preparation of any
accounting or financial records of the Company and the allocations provided in Article VI,
below; and




          (h) To act for and on behalf of the Company in all matters that the Board of Managers
determine to be necessary, convenient or incidental to the conduct of the Company Business.




     Section 2.07 Fiscal Year. The fiscal year (the “Fiscal Year”) of the Company
shall end on December 31st of each calendar year unless, for federal income tax purposes, another
Fiscal Year is required. The Company shall have the same Fiscal Year for United States federal
income tax purposes and for accounting purposes.



ARTICLE III

CONTRIBUTIONS




     Section 3.01 Initial Capital Contribution. The Members have made or caused to be made
an initial Capital Contribution (the “Initial Capital Contribution”), as reflected on
Schedule I hereto. The Board of Managers shall cause Schedule I to be updated from
time to time as necessary to accurately reflect the information required to be included therein by
virtue of any developments after the date hereof. Any revision to Schedule I made in
accordance with this Section 3.01 shall not be deemed an amendment to this Agreement. Any
reference in this Agreement to Schedule I shall be deemed to be a reference to Schedule
I as revised and in effect from time to time.



     Section 3.02 Additional Capital Contributions; Additional Members.



20









 





          (a) No Member shall be required to make any additional Capital Contributions to the Company,
except as provided in Section 3.02(c). In addition, no Member shall be permitted to make
any additional Capital Contributions to the Company without the prior written consent of the Board
of Managers. The Board of Managers, subject to Section 4.01(d) hereof, shall have the
authority to issue Units or other equity securities of the Company, including any security or
instrument convertible into (or exchangeable or exercisable for) equity securities of the Company
(collectively, “Equity Securities”) in such amounts and at a purchase price per Unit or
other Equity Security as reasonably determined by the Board of Managers. For the avoidance of
doubt, Units or other Equity Securities shall be issued to a Member pursuant to this Section
3.02(a) on the same date in which such Member makes a Capital Contribution to the Company.




          (b) Subject to Section 4.01(d), in the event that the Board of Managers determines to
issue additional Equity Securities of the Company for a cash contribution, the Board of Managers
may seek new members (each, an “Additional Member”) to provide such cash contribution or
any portion thereof, and one or more Additional Members may be admitted into the Company at any
time with the written consent of the Board of Managers. The Net Proceeds to the Company from any
such issuance of additional Equity Securities, other than pursuant to Section 3.02(c)
(each, an “Additional Equity Issuance”), shall be distributed to the Members pursuant to
Section 5.02.




          (c) The AIG Member hereby agrees that, at any time and from time to time prior to an Initial
Public Offering, if sufficient funds are not available from the proceeds of any Additional Equity
Issuance or from AIA or its Subsidiaries to allow the Company or any of its Insurance Subsidiaries
to satisfy or comply with any Regulatory Capital Needs, then the AIG Member will provide (or cause
to be provided) an amount equal to such deficiency to the Company, in the form of additional
Capital Contributions, for contribution by the Company to the relevant Insurance Subsidiary. With
respect to each new Capital Contribution made, or caused to be made, by the AIG Member pursuant to
this Section 3.02(c), the AIG Member or its designee, as applicable, will receive
additional Common Units at a per Common Unit purchase
price equal to the per Common Unit value at the closing of the Initial Capital Contribution,
and to the extent not previously admitted, any such designee shall be admitted into the Company
pursuant to Section 8.02.




     Section 3.03 Interest Payments. No interest shall be paid to any Member on any
Capital Contributions (without limiting in any respect the accrual of the Preferred Return on the
Liquidation Preference of the Preferred Interests as further set forth herein). All Capital
Contributions (other than the Initial Capital Contribution) shall be denominated and payable in
U.S. dollars.



     Section 3.04 Ownership and Issuance of Units.



          (a) (i) The Company has issued preferred units (“Preferred Units”) in respect of the
Preferred Interest. Each Preferred Member owns that number of Preferred Units as appears next to
its name on Schedule I hereto.



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               (ii) The Company has issued common units (“Common Units”) in respect of the Common
Interest. Each Common Member owns that number of Common Units as appears next to its name on the
Schedule I hereto.



          (b) Subject to Section 4.01(d) hereof, the Board of Managers may issue an unlimited
number of Preferred Units and Common Units.




     Section 3.05 Unit Certificates.



          (a) The Board of Managers shall issue certificates for Units of the Company to each Member
(unless such Member waives the certification requirement) and such certificates shall be in such
form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates
shall be signed by one or more of the Managers. Any and all signatures on the Unit Certificates
may be a facsimile and may be sealed with the seal of the Company or a facsimile thereof. If any
Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has
been placed upon, a Unit Certificate has ceased to be such Manager, officer, transfer agent, or
registrar before such certificate is issued, such certificate may be issued by the Company with the
same effect as if he were such Manager, officer, transfer agent, or registrar at the date of issue.
The Unit Certificates shall be consecutively numbered and shall be entered in the books of the
Company as they are issued and shall exhibit the Member’s name and the number and type of Units.




          (b) The Managers may direct a new Unit Certificate or Certificates to be issued in place of a
Unit Certificate or Certificates theretofore issued by the Company and alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the Unit
Certificate or Certificates representing Units to be lost, stolen, or destroyed. When authorizing
such issue of a new Unit Certificate or Certificates the Managers may, in their discretion and as a
condition precedent to the issuance thereof, require the applicable Member and holder of such lost,
stolen, or destroyed Unit Certificate or Certificates,
or its legal representative, to advertise the same in such manner as it shall require or to
give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may
direct as indemnity against any claim, or expense resulting from a claim, that may be made against
the Company in respect of the Unit Certificate or Certificates alleged to have been lost, stolen,
or destroyed.




          (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i)
Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from
time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of
the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter
substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law
Institute and the National Conference of Commissioners on Uniform State Laws and approved by the
American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to
the contrary, to the extent that any provision of this Agreement is inconsistent with any
non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be
controlling.




          (d) The Unit Certificates will bear the following legend:




22









 









“THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY
AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE
SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.”



          (e) The Unit Certificates representing Preferred Units will have the following legend (in
addition to the legend set forth in Section 3.05(d)).





“THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE
LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL
TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”



     Section 3.06 Termination of Units. Upon the Preferred Redemption, the Preferred Units
shall automatically terminate without any further action necessary on behalf of the Company or the
Preferred Members and the Preferred Members shall return the Preferred Unit Certificates to the
Company for cancellation. Effective upon the Preferred Redemption, the Preferred Units shall have
no rights as a Member, economic or otherwise, under this Agreement including, without limitation,
any right to distributions under Sections 5.02 and 9.03(c) or otherwise.



     Section 3.07 Voting Rights. Except as otherwise provided in the Act, in Section
4.01(d) or as otherwise provided herein, Preferred Members shall not be entitled to any vote or
consent right in respect of their Preferred Units with respect to any matters of the Company. All
Common Members shall be entitled to one vote for each Common Unit held by such Common Member.



     Section 3.08 Withdrawals. Except as explicitly provided elsewhere herein, no Member
shall have any right (a) to withdraw as a Member from the Company, (b) to withdraw from the Company
all or any part of such Member’s Capital Contributions, (c) to receive any property or cash in
return for such Member’s Capital Contributions or in respect of distributions to the Preferred
Members in accordance with Article V other than pursuant to Section 5.04 or (d) to
receive any distribution from the Company, except in accordance with Article V and
Article IX hereof.



     Section 3.09 Liability of the Members Generally. Except as explicitly provided
elsewhere herein or in the Act, no Member shall be liable for any debts, liabilities, contracts or
obligations of the Company whatsoever. Without in any way limiting Section 4.01(a)(viii),
no Member shall have any fiduciary duty to the Company or any other Member. Each of the Members
acknowledges that its Capital Contributions are subject to the claims of any and all creditors of
the Company to the extent provided by the Act and other applicable Law.




23











 





ARTICLE IV

MANAGEMENT




     Section 4.01 Management and Control of the Company.



          (a) (i) The Members have established the Company as a “managers-managed” limited liability
company and have agreed to designate a board of managers (the “Board of Managers”) of three
Persons to manage the Company and its business and affairs. Each of the Persons appointed to the
Board of Managers is referred to herein as a “Manager.” The Managers shall be designated
solely by a Majority in Interest of the Common Members. Any Manager may be removed, at any time,
by a Majority in Interest of the Common Members, in their sole discretion.




               (ii) The Board of Managers shall be comprised of the individuals set forth on Schedule
IV attached hereto. The Board of Managers shall cause Schedule IV to be updated from
time to time as necessary to reflect any removal and/or the filling of any vacancy. Any revision
to Schedule IV made in accordance with this Section 4.01(a)(ii) shall not be deemed
an amendment to this Agreement. Any reference in this Agreement to Schedule IV shall be
deemed to be a reference to Schedule IV as revised and in effect from time to time.



               (iii) The Board of Managers shall have the exclusive right to manage and control the Company,
subject to the Act and any provisions herein requiring the approval of certain Members including
Sections 4.01(d) and 8.04 hereof. Except as otherwise specifically provided
herein, the Board of Managers shall have the right to perform all actions necessary, convenient or
incidental to the accomplishment of the purposes and authorized acts of the Company, as specified
in Sections 2.05 and 2.06 hereof, and each Manager shall possess and may enjoy and
exercise all of the rights and powers of a “manager” as provided in and under the Act; and each
Manager shall be a “manager” for purposes of the Act; provided, however, that no
individual Manager shall have the authority to act for or bind the Company without the requisite
consent of the Board of Managers.



               (iv) Unless expressly provided to the contrary in this Agreement, any action, consent,
approval, election, decision or determination to be made by the Board of Managers under or in
connection with this Agreement (including any act by the Board of Managers within its “discretion”
under this Agreement and the execution and delivery of any documents or agreements on behalf of the
Company), shall be in the sole and absolute discretion of the Board of Managers.



               (v) Meetings of the Board of Managers shall be held not less than quarterly. All quarterly
and other meetings of the Board of Managers shall be held in the continental United States or
telephonically. All quarterly and other meetings of the Board of Managers shall be held when
called by any Manager, upon not less than five business days’ advance written notice to the other
Managers and the Observers. Attendance at any meeting of the Board of Managers shall constitute
waiver of notice of such meeting. Additionally, a waiver of such notice in writing signed by any
Manager or Observer entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. The quorum for a meeting of the Board of
Managers shall be a majority of the Managers.



24









 




Managers may participate in any meeting of the Board of Managers by conference telephone or
similar communications equipment by means of which all persons participating in the meeting can
hear each other. All action taken by the Board of Managers shall be by a vote of a simple majority
of the Managers present at a meeting thereof in person or by telephone. Except as expressly
provided in this Section 4.01(a), the Board of Managers shall conduct its business in such
manner and by such procedures as a majority of its members deem appropriate.




               (vi) The Board of Managers may also take action without any meeting of the Managers by written
consent of a simple majority of the Managers setting forth the action to be approved.



               (vii) The Board of Managers may create and maintain customary committees, including an
executive committee, an audit committee and a compensation committee.



               (viii) To the fullest extent permitted by applicable Law, including, without limitation,
Section 18-1101(c) of the Act, and notwithstanding any provision at law or in equity to the
contrary, in conducting the affairs of the Company, the Managers and the Board of Managers shall
take into account the interests of (and shall owe fiduciary duties, including the duties of care,
loyalty, candor and good faith, to) the Company and shall not owe any fiduciary duties to the
Members directly, to creditors or to any other constituency, provided, however,
that actions pursuant to each of Sections 5.04, 5.05(a), 8.04 and
8.05 hereof shall be excluded from this Section 4.01(a)(viii).



          (b) Except as provided in Sections 4.01(d), 8.04 or 8.05 hereof, no
Member, in its capacity as such, shall participate in or have any say or control whatsoever over
the Company Business. Each such Member hereby consents to the exercise by the Board of Managers of
the powers conferred upon the Board of Managers by this Agreement. Except as provided in
Sections 4.01(d), 5.04, 8.04 or 8.05 hereof, the Members, in their
capacities as such, shall not participate in the management, direction or operation of the
activities or affairs of the Company and shall not have any authority or right, in their capacities
as Members of the Company, to act for or bind the Company.




          (c) The Board of Managers is authorized to appoint any person as an officer of the Company who
shall have such powers, subject to Section 4.01(d), and perform such duties incident to
such person’s office as may from time to time be conferred upon or assigned to it by the Board of
Managers and assign in writing titles (including, without limitation, President, Vice President,
Secretary and Treasurer) to any such person. Any appointment pursuant to this Section
4.01(c) may be revoked at any time by the Board of Managers. In addition, the Board of
Managers is authorized to employ, engage and dismiss, on behalf of the Company, any Person,
including an Affiliate of any Member, to perform services for, or furnish goods to, the Company.
Unless the Board of Managers states otherwise, if the title is one commonly used for officers of a
business corporation formed under the Delaware General Corporation Law, the assignment of
such title shall constitute the delegation to such person of the authorities and duties that
are normally associated with that office. The initial officers of the Company shall be as follows:





25









 








	 	 	 
	Name	 	Title
	David Herzog
	 	President
	Brian Schreiber
	 	Treasurer
	Alain Karaoglan
	 	Secretary






          (d) Notwithstanding Section 4.01(a) hereof, for so long as the Consent Holder shall
own any Preferred Interests and until the Preferred Payment shall have occurred, the Company shall
not, and shall not permit any of the Material Subsidiaries and/or Subsidiaries (as specified below)
to, take any Significant Action without obtaining the prior written consent of the Consent Holder
(after the Closing, in accordance with Section 4.01(e) hereof); provided,
however, that nothing in this Section 4.01(d) will prohibit the Company or any
Subsidiary (i) from taking any of the actions set forth on Schedule V; (ii) from complying
with any (A) applicable Law or (B) regulatory requirement, directive or order of any relevant
Department; or (iii) from taking any Significant Action if, as a result thereof, the entire
Liquidation Preference will be distributed to the holders of the Preferred Units. “Significant
Action” means any of the following:




               (i) any amendment or waiver of any provisions of the Certificate, this Agreement, or other
similar organizational or constitutive documents of the Company or any of the Material Subsidiaries
(in each case, whether by merger or otherwise) in a manner that adversely affects, in any material
respect, any right of the Preferred Interests;



               (ii) any authorization or issuance (A) by the Company of any Preferred Units or other Equity
Securities, in each case with rights to distributions or on liquidation that are in either case
pari passu with or senior to the Preferred Units or (B) of any Securities of any Material
Subsidiary that are senior in priority (whether with respect to distributions or on liquidation) to
the common or ordinary equity Securities of such Entity (or any Securities of any such Material
Subsidiary that are convertible into or exercisable or exchangeable for any such senior or priority
Securities);



               (iii) any merger involving the Company or any sale of all or substantially all of the
consolidated assets of the Company and its Subsidiaries, in one or a series of related
transactions, (whether by merger, consolidation or other business combination);



               (iv) any recapitalization, reorganization, reclassification, spin-off or combination of any
Equity Securities or the Securities of any Material Subsidiary;



               (v) any sale, transfer, pledge or other disposition (whether by merger, purchase of stock or
assets or otherwise), in one or a series of related transactions, of any assets, business or
operations (A) representing ten percent (10%) or more of the consolidated assets of the Company and
its Subsidiaries determined as of the date of such sale, transfer, pledge or disposition or (B)
generating ten percent (10%) or more of the consolidated revenues of the Company and its
Subsidiaries determined as of the date of such sale, transfer, pledge or disposition;
provided, however, that the foregoing shall not apply to (V) Securities Lending



26









 







Management, (W) any transaction among AIA and any of its Subsidiaries or among any Subsidiaries of
AIA, (X) the managing of investment assets and the effecting of treasury and cash management
functions by the Regulated Subsidiaries, in each case, conducted in the ordinary course of business
consistent with past practices, (Y) reinsurance or co-insurance arrangements entered into in the
ordinary course of business consistent with past practices, and (Z) the creation of any Lien (as
defined in the Credit Agreement) permitted under Section 6.01 of the Credit Agreement;



               (vi) any acquisition of assets by the Company or any of its Subsidiaries (whether by merger,
purchase of stock or assets or otherwise), in one or a series of related transactions, (A) with an
aggregate purchase price equal or greater than ten percent (10%) of the consolidated assets of the
Company and its Subsidiaries as of the date of such acquisition or (B) generating ten percent (10%)
or more of the consolidated revenues of the Company and its Subsidiaries as of the date of such
acquisitions; provided, however, that the foregoing shall not apply to (V)
Securities Lending Management, (W) any transaction among AIA and any of its Subsidiaries or among
any Subsidiaries of AIA, (X) the managing of investment assets and the effecting of treasury and
cash management functions by the Regulated Subsidiaries, in each case, conducted in the ordinary
course of business consistent with past practices, and (Y) reinsurance or co-insurance arrangements
entered into in the ordinary course of business consistent with past practices;



               (vii) any (A) Public Offering or (B) sale of Securities of the Company, HK Co., any Entity
owning all or substantially all of the assets of the Company and its Subsidiaries, taken as a
whole, or any Entity formed solely for the purpose of owning all the Interests, or any of their
respective Material Subsidiaries other than, in the case of clause (B), any sale or issuance of
Common Units to the AIG Member pursuant to Section 3.02(a) or (c);



               (viii) the declaration or payment of dividends or making of distributions on or in respect of
any Securities (A) by the Company, including any distributions pursuant to Article V hereof
(other than distributions pursuant to Section 5.05 or distributions to the Preferred
Members with respect to their Preferred Units) or (B) by any Subsidiary, other than on a pro rata
basis to the equity owners thereof;



               (ix) the redemption or repurchase of (A) any of the Company’s outstanding Equity Securities
which have rights to distributions which are junior to the rights of the Preferred Units or (B) any
Securities of any Material Subsidiary that are owned by any Person, other than AIA or any Wholly
Owned Subsidiary of AIA;



               (x) entering into or modifying any contract or other transaction or arrangement with any
Member or other Affiliate of the Company which is an Entity and which requires the payment to or
from such Member or other Affiliate of the Company in excess of $10 million per annum,
provided, however, that the foregoing shall not apply to (i) any such action taken
in ordinary course of business consistent with past practice and on arm’s-length terms, (ii) any
transaction permitted under Section 4.01(d)(xiii)(Y) or (iii) any transaction between AIA
and any of its Subsidiaries or between any Subsidiaries of AIA;



27









 





               (xi) undertaking a voluntary liquidation or dissolution of the Company, filing for or
consenting to the filing of Bankruptcy, or taking any other legal action evidencing insolvency with
respect to the Company, or causing or permitting any of the Material Subsidiaries to do any of the
foregoing;



               (xii) entering into any agreement, indenture or other instrument which contains provisions
that would restrict (A) the Company’s ability to declare, pay or make dividends or distributions to
the Preferred Members with respect to their Preferred Units or (B) any Material Subsidiary’s
ability to declare, pay or make dividends or distributions with respect to any of its Securities,
other than agreements or undertakings that may be entered into by any Insurance Subsidiary in the
ordinary course of business or as required by any Law, regulation, directive or order applicable to
any such Insurance Subsidiary, and provided, however, that, solely in the case of
(B), the foregoing shall not apply to any agreement, indenture or other instrument entered into in
connection with a transaction that is permitted pursuant to Section 4.01(d)(xiii) hereof;
or



               (xiii) (A) incurring or suffering to exist any Indebtedness at or by the Company or HK Co.,
other than the HK Note B, or (B) incurring any consolidated Indebtedness of the Company by its
Subsidiaries (excluding HK Co. for this purpose) having an outstanding principal amount in excess
of $500,000,000 in the aggregate for all such Subsidiaries of the Company or guaranteeing any such
Indebtedness, provided, however, that (U) any refinancing (including any extension,
renewal or exchange) of existing Indebtedness shall be permitted, so long as the principal amount
of the existing Indebtedness being refinanced is equal to or more than the amount of any such new
Indebtedness being incurred without regard to any unpaid accrued interest and premium thereon plus
other reasonable fees incurred in connection with such refinancing, (V) borrowing by AIA or any of
its Subsidiaries under currently available lines of credit shall be permitted, (W) intercompany
loans, guarantees or advances made by AIA to any of its Subsidiaries or made by any of its
Subsidiaries to AIA or any other AIA Subsidiary shall be permitted, (X) Securities Lending
Management shall be permitted, (Y) Indebtedness incurred in connection with the transfer to AIA or
any of its Subsidiaries of pension obligations relating to any employee of any such Entity or its
Subsidiaries in an aggregate amount not to exceed $20,000,000 shall be permitted and (Z) other
Indebtedness incurred or assumed in connection with any transactions permitted pursuant to
Section 4.01(d)(v)(X) or (Y) or any of Sections 4.01(d)(vi)(A),
(B), (X) or (Y) shall be permitted.



     Each of the Members and the Company hereby agrees and acknowledges that the provisions set
forth in this Section 4.01(d) are necessary and appropriate to protect the rights and
preferences attached to the Preferred Interests.



          (e) After the Closing and for as long as the FRBNY Member holds any of the Preferred
Interests, in the event the Company is required to obtain the written consent of the FRBNY Member
with respect to any proposed Significant Action pursuant to Section 4.01(d) hereof, the
Company shall deliver to the FRBNY Member, as set forth in Section 10.01 hereof, or any
other individual as may be specified by the FRBNY Member as replacing him or her (either such
individual set forth in Section 10.01 hereof or any subsequent replacement thereof, the
“Consent Request Contact”) a written request for consent (a “Significant Action Request
Notice”), setting forth sufficient detail regarding the facts and circumstances of such
proposed





28









 







Significant Action (including all financial and background information) to enable the
FRBNY Member to make a reasonably informed decision with respect to such request for consent. The
FRBNY Member shall only have been deemed to have provided its written consent to any Significant
Action for purposes of Section 4.01(d) hereof if the Consent Request Contact has delivered
to the Company a copy of the Significant Action Request Notice with respect to such Significant
Action which has been countersigned by the Consent Request Contact on behalf of the FRBNY Member.
The FRBNY Member agrees to use reasonable efforts to cause a decision as to whether or not to grant
its consent to any proposed Significant Action to be made within 30 calendar days after delivery of
a conforming Significant Action Request Notice with respect thereto to the Consent Request Contact,
but the failure to act within such time period shall not in any way affect the FRBNY Member’s
rights under Section 4.01(d) or any party’s other rights or obligations under this
Agreement. The parties hereto agree that any consent granted with respect to any Significant
Action in accordance with this Section 4.01(e) shall be deemed to have been provided for
all other purposes for which the consent of the FRBNY Member may be required with respect to such
Significant Action under this Agreement or the Credit Agreement. Except as expressly set forth in
this Agreement or any other Transaction Document, the rights and obligations of the parties hereto
and thereto shall be without prejudice to the rights and obligations of the FRBNY and AIG under the
Credit Agreement.




     Section 4.02 Actions by the Board of Managers. Except as may be expressly limited by
the provisions of this Agreement, including, without limitation, Sections 4.01(a)(iii),
4.01(a)(vi), 4.01(a)(vii) and 4.01(d) hereof, each Manager is specifically
authorized to execute, sign, seal and deliver in the name and on behalf of the Company any and all
agreements, certificates, instruments or other documents requisite to carrying out the intentions
and purposes of this Agreement and matters approved by the Board of Managers with respect to the
Company.



     Section 4.03 Expenses. The AIG Member shall pay for any and all expenses, costs and
liabilities incurred by the Company in the conduct of the Company Business in accordance with the
provisions hereof (collectively, “Company Expenses”), including by way of example and not
limitation:



          (a) all routine administrative and overhead expenses of the Company, including fees of
auditors, attorneys and other professionals, expenses incurred by the Tax Matters Member in such
capacity and expenses associated with the maintenance of books and records of the Company and
communications with Members;




          (b) all expenses incurred in connection with any litigation involving the Company and the
amount of any judgment or settlement paid in connection therewith;




          (c) all expenses for indemnity or contribution payable by the Company to any Person, whether
payable under this Agreement or otherwise and whether payable in connection with any litigation
involving the Company or otherwise; and




          (d) all expenses incurred in connection with the dissolution and liquidation of the Company.




     Section 4.04 Exculpation.



29









 





          (a) Subject to applicable Law, no Indemnified Party shall be liable, in damages or otherwise,
to the Company, the Members or any of their Affiliates for any act or omission performed or omitted
by any of them in good faith (including, without limitation, any act or omission performed or
omitted by any of them in reliance upon and in accordance with the opinion or advice of experts,
including, without limitation, of legal counsel as to matters of law, of accountants as to matters
of accounting, or of investment bankers or appraisers as to matters of valuation), except (i) for
any act taken by any Manager, Common Member, Preferred Member, Tax Matters Member and each of their
respective Affiliates, officers, directors, employees, shareholders, partners, managers and members
and each officer of the Company (each, an “Indemnified Party”) (each of which shall be a
third party beneficiary of this Agreement for purposes of this Section 4.04) purporting to
bind the Company that has not been authorized pursuant to this Agreement or (ii) any act or
omission with respect to which such Indemnified Party was grossly negligent or engaged in
intentional misconduct.




          (b) No Indemnified Party acting under this Agreement shall be liable to the Company or to any
Member for its good faith reliance on the provisions of this Agreement.




     Section 4.05 Indemnification.



          (a) To the fullest extent permitted by applicable Law, the AIG Member shall and does hereby
agree to indemnify and hold harmless and pay all judgments and claims against any Indemnified Party
(each of which shall be a third party beneficiary of this Agreement for purposes of this
Section 4.05), from and against any loss or damage incurred by an Indemnified Party or by
the Company for any act or omission taken or suffered by such Indemnified Party in good faith
(including, without limitation, any act or omission taken or suffered by any of them in reliance
upon and in accordance with the opinion or advice of experts, including, without limitation, of
legal counsel as to matters of law, of accountants as to matters of accounting, or of investment
bankers or appraisers as to matters of valuation) in connection with the Company
Business, including costs and reasonable attorneys’ fees and any amount expended in the
settlement of any claims or loss or damage, except with respect to (i) any act taken by such
Indemnified Party purporting to bind the Company that has not been authorized pursuant to this
Agreement or (ii) any act or omission with respect to which such Indemnified Party was grossly
negligent or engaged in intentional misconduct. For purposes of Sections 4.04 and
4.05, the term “Indemnified Party” shall not include the AIG Member in its capacity as the
indemnifying party pursuant to this Section 4.05.




          (b) The satisfaction of any indemnification obligation pursuant to Section 4.05(a)
hereof shall be from and limited to Company assets (including insurance and any agreements pursuant
to which the Company, its Managers, officers or employees are entitled to indemnification) and no
Member, in such capacity, shall be subject to personal liability therefor.




          (c) Expenses reasonably incurred by an Indemnified Party in defense or settlement of any claim
that may be subject to a right of indemnification hereunder shall be advanced by the AIG Member
prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such
Indemnified Party to repay such amount to the extent that it shall be determined upon final
adjudication after all possible appeals have been exhausted that such Indemnified Party is not
entitled to be indemnified hereunder.





30









 








          (d) The AIG Member shall purchase and maintain customary director and officer insurance on
behalf of all officers of the Company, Managers and other Indemnified Parties against any liability
which may be asserted against, or expense which may be incurred by, any such Person in connection
with the Company’s activities.




     Section 4.06 Notice of Rights. The rights conferred upon the Indemnified Parties in
Sections 4.04 and 4.05 hereof shall be contract rights that vest upon the
occurrence or the alleged occurrence of any act or omission giving rise to any proceeding or
threatened proceeding and such rights shall continue as to an Indemnified Party who has ceased to
be a manager or officer and shall inure to the benefit of the Indemnified Party’s heirs, executors
and administrators. Any amendment, repeal or alteration of Section 4.04 or 4.05
hereof that adversely affects any right of an Indemnified Party or its successors shall be
prospective only and shall not limit or eliminate any such right with respect to any proceeding
involving any occurrence or alleged occurrence of any action or omission to act that took place
prior to such amendment, alteration or repeal.



     Section 4.07 Rights to Appoint Board Observers. Prior to the Preferred Payment, and
so long as the Consent Holder holds any Preferred Interests, the Consent Holder shall have the
right to appoint two individuals to attend meetings of the Board of Managers (and any committees
thereof); whether such meeting is conducted in person or by teleconference, as non-voting observers
(the “Observers”). The Observers shall be entitled to receive not less than five business
days’ advance written notice of all such meetings of the Board of Managers (and any committees
thereof) and to obtain copies of all materials provided to the Board of Managers (and any
committees thereof); provided, however, that such Observers will be asked to leave
all or a portion of a meeting of the Board of Managers if attendance at such meeting or portion
thereof
would in the reasonable judgment of the Company’s counsel, adversely affect the
attorney-client privilege between the Company and its counsel. The Company shall pay all
reasonable out-of-pocket expenses incurred by each such Observer in connection with attending
regular and special meetings of the Board of Managers (and any committees thereof).



     Section 4.08 Compliance with Laws. The Company shall, and shall cause its
Subsidiaries to, use commercially reasonable efforts to maintain a written program approved by the
chief compliance officer of AIG and which is reasonably designed to ensure compliance with
applicable Laws which is at least as effective as the legal compliance program currently maintained
by the AIG Member and which otherwise conforms to the maximum extent practicable with best
practices within the global insurance industry. Any such program will conform to all current and
future AIG compliance, human resource, information technology, legal, audit and other existing or
future programs, policies and/or procedures.



ARTICLE V

DISTRIBUTIONS




     Section 5.01 Distributions Generally. Subject to Sections 4.01(d) and
5.02 hereof, the Company may declare and make distributions to the Members, including
distributions in connection with the liquidation, dissolution or winding up of the affairs of the
Company, when and as determined by the Board of Managers, out of funds of the Company legally
available therefor, payable on such payment dates to Members on such record dates as shall be
determined by the Board of Managers. Other than as specifically set forth in this Article
V, all



31









 







determinations made pursuant to this Article V shall be made by the Board of
Managers in its sole discretion. To the extent that the Board of Managers determines that any
distributions shall be made to the Members, such distributions shall only be made in accordance
with the provisions of this Article V and Section 4.01(d) hereof.



     Section 5.02 Distributions. Other than distributions pursuant to Sections
5.04 and 5.05, any distributions to the Members shall be distributed as follows:



          (a) first, one hundred percent (100%) to the Preferred Members, pro rata in accordance with
their Preferred Units, until they have received in the aggregate, an amount equal to the Preferred
Return for the then current quarter;




          (b) second, one hundred percent (100%) to the Preferred Members, pro rata in accordance with
their Preferred Units, until they have received in the aggregate under this Section
5.02(b), an amount equal to one percent (1%) of the aggregate Net Income (reduced by any Net
Losses) of the Company for all Fiscal Years prior to the Preferred Payment;




          (c) third, one hundred percent (100%) to the Preferred Members, pro rata in accordance with
their Preferred Units, until they have received in the aggregate under this Section
5.02(c), an amount equal to the Liquidation Preference;




          (d) fourth, one hundred percent (100%) to the Common Members pro rata in accordance with their
Common Units, until they have received in the aggregate, together with the aggregate distributions
pursuant to Section 5.05, an amount equal to the sum of (i) $9 billion, (ii) 99 multiplied
by the amount of all distributions made under Section 5.02(b), and (iii) the amount of any
Capital Contributions (other than the Initial Capital Contribution) made by the Common Members from
time to time; and




          (e) fifth, ninety-nine percent (99%) to the Common Members pro rata in accordance with their
Common Units, and one percent (1%) to the Preferred Members, pro rata in accordance with their
Preferred Units (such one percent (1%), the “Preferred Participating Return”);



provided, however, that if the Preferred Members or any of their Affiliates Control
(or have the right to obtain Control of) the Company or the AIG Member, the Company may not make
any distributions pursuant to this Section 5.02 or otherwise.




     Section 5.03 Mandatory Distributions. In connection with any Qualifying Event, the
Company shall be required to distribute the Net Proceeds of such Qualifying Event to the Members in
accordance with Section 5.02; provided, however, that (i) if the Preferred
Members or any of their Affiliates Control (or have the right to obtain Control of) the Company or
the AIG Member, the Company shall not be required to distribute any Net Proceeds of such Qualifying
Event and (ii) if the Qualifying Event itself was required by applicable Law, the Company shall not
be required to distribute any Net Proceeds of such Qualifying Event unless the Board of Managers
shall have made a determination (as evidenced by a resolution of the Board of Managers) that such
Qualifying Event was in the best interest of the Company. For the avoidance of doubt, a Qualifying
Event shall not have been required by applicable Law where the Company or the relevant Subsidiary
has more than one option not prohibited under this



32









 







Agreement or by applicable Law (at least one of
which is within the control of the Company or the relevant Subsidiary, as applicable) for complying
with a requirement under applicable Law (e.g., a requirement to increase capital) and has made a
voluntary determination to proceed with the option that has resulted in the Qualifying Event.



     Section 5.04 Demand Distribution of Securities.



          (a) At any time prior to the Preferred Payment and from time to time following the expiration
of any lock-up period for an Initial Public Offering agreed between the Preferred Members and the
underwriters of any Initial Public Offering (but in no event more than 180 days after the
consummation thereof), and subject to any additional time and volume limitations that the Members
may agree to pursuant to Section 11.14(a) (which such time and volume limitations shall, at
any time during the Initial Period that the FRBNY Member holds Preferred Units, be subject to prior
consultation with, and during the 12-month period following the date of this Agreement, as long as
the FRBNY Member holds Preferred Units, the prior concurrence of, the AIG Credit Facility Trust),
(A) with respect to the FRBNY Member, for as long as the FRBNY Member owns any Preferred Units, the
FRBNY Member shall, at any time
(i) during the Initial Period, upon prior consultation with, and during the 12-month period
following the date of this Agreement the prior concurrence of, the AIG Credit Facility Trust, be
entitled to make a Distribution Demand and (ii) following the Initial Period, in its sole
discretion be entitled to make a Distribution Demand; and (B) with respect to the Majority
Preferred Members, (i) during the Initial Period, will not be entitled to make a Distribution
Demand, and (ii) following the Initial Period, shall, in their sole discretion, be entitled to make
a Distribution Demand (each of the FRBNY Member with respect to Section 5.04(a)(A) and the
Majority Preferred Members with respect to Section 5.04(a)(B), a “Distribution
Demanding Member”).




          (b) For purposes of this Section 5.04, a “Distribution Demand” means that the
Distribution Demanding Member may require the Company (and if applicable, require the Company to
cause any Affiliate of the Company which owns the common equity of the Entity subject to the
Initial Public Offering to make a distribution of the Distributed Securities to the Company), by
submitting a demand therefor, to make a distribution (the “Securities Distribution”) to the
Distribution Demanding Member, pro rata in accordance with their Preferred Units, of Securities
(“Distributed Securities”) of the Entity subject to the Initial Public Offering held by the
Company (or any Affiliate of the Company which owns the common equity of the Entity subject to the
Initial Public Offering) with an aggregate Trading Value not to exceed the then current aggregate
Liquidation Preference applicable to the Preferred Units held by the Distribution Demanding Member,
as applicable; provided, however, that the Liquidation Preference shall be reduced
by the Trading Value of any Distributed Securities distributed to the Distribution Demanding
Member. The Securities Distribution shall be made by the Company concurrently with and as a
condition precedent to the closing of a sale by the Distribution Demanding Member of the
Distributed Securities (which sale would be subject to any restrictions or lock-up periods they may
be subject to at such time or otherwise having been agreed to by the Preferred Members pursuant to
Section 11.14 or otherwise); and provided further that, without in any way
limiting the Company’s obligations hereunder to effect the Securities Distribution, if the
Preferred Members or any of their Affiliates Control (or have the right to obtain Control of) the
Company or the AIG Member, the Company shall not be permitted to purchase any Distributed
Securities from the Preferred Members.





33









 








          (c) In connection with any such Securities Distribution, the total number of Preferred Units
held by the Distribution Demanding Member shall be adjusted to reflect the reduction in the
Liquidation Preference as a result of the Securities Distribution.




     Section 5.05 Ordinary Course Distributions.



          (a) The Board of Managers shall cause the Company to distribute to the Common Members, out of
funds legally available for distribution, pro rata in accordance with their Common Units and not
later than 90 days following the end of each Fiscal Year, an aggregate amount determined by a
Majority in Interest of the Common Members, not to exceed $200 million, for each such Fiscal Year.




          (b) Any amount distributed to a Common Member pursuant to this Section 5.05 will be
deemed to be an advance distribution of amounts otherwise distributable to such Common Member (i)
first, pursuant to Section 5.02(d); and (ii) second, pursuant to Section 5.02(e).




     Section 5.06 Restricted Distributions. Notwithstanding anything to the contrary
contained herein, the Company, and the Board of Managers on behalf of the Company, shall not make a
distribution to any Member if such distribution would violate the Act or other applicable Law.



ARTICLE VI

ALLOCATIONS




     Section 6.01 General Application. The rules set forth below in this Article
VI shall apply for the purposes of determining each Member’s allocable share of the items of
income, gain, loss and expense of the Company comprising Net Income or Net Loss for each Fiscal
Year, determining special allocations of other items of income, gain, loss and expense, and
adjusting the balance of each Member’s Capital Account to reflect the aforementioned general and
special allocations. For each Fiscal Year, the special allocations in Section 6.03 hereof
shall be made immediately prior to the general allocations of Section 6.02 hereof.



     Section 6.02 General Allocations.



          (a) Hypothetical Liquidation. The items of income, expense, gain and loss of the
Company comprising Net Income or Net Loss for a Fiscal Year, shall be allocated among the Persons
who were Members during such Fiscal Year in a manner that will, as nearly as possible, cause the
Capital Account balance of each Member at the end of such Fiscal Year to equal the excess (which
may be negative) of:




               (i) the amount of the hypothetical distribution (if any) that such Member would receive if, on
the last day of the Fiscal Year, (x) all Company assets, including cash, were sold for cash equal
to their Gross Asset Values, taking into account any adjustments thereto for such Fiscal Year, (y)
all Company liabilities were satisfied in cash according to their terms (limited, with respect to
each Nonrecourse Liability, to the Gross Asset Values of the assets securing such liability), and
(z) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full
pursuant to Section 9.03 over



34









 





               (ii) the sum of (x) the amount, if any, which such Member is obligated to contribute to the
capital of the Company, (y) such Member’s share of the Company Minimum Gain determined pursuant to
Regulations Section 1.704-2(g), and (z) such Member’s share of Member Nonrecourse Debt Minimum Gain
determined pursuant to Regulations Section 1.704-2(i)(5), all computed immediately prior to the
hypothetical sale described in Section 6.02(a)(i).



          (b) Loss Limitation. Notwithstanding anything to the contrary in this Section
6.02, the amount of items of Company expense and loss allocated pursuant to this Section
6.02 to
any Member shall not exceed the maximum amount of such items that can be so allocated without
causing such Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year,
unless each Member would have an Adjusted Capital Account Deficit. All such items in excess of the
limitation set forth in this Section 6.02(b) shall be allocated first, to Members who would
not have an Adjusted Capital Account Deficit, pro rata, in proportion to their Capital Account
balances, adjusted as provided in clauses (a) and (b) of the definition of Adjusted Capital Account
Deficit, until no Member would be entitled to any further allocation, and thereafter, to all
Members, pro rata, in proportion to their respective Units Percentages.




          (c) No Deficit Restoration Obligation. Except as otherwise expressly provided in this
Agreement, at no time during the term of the Company or upon dissolution and liquidation thereof
shall a Member with a negative balance in its Capital Account have any obligation to the Company or
the other Members to restore such negative balance, except as may be required by applicable Law or
in respect of any negative balance resulting from a withdrawal of capital or dissolution in
contravention of this Agreement.




     Section 6.03 Special Allocations. The following special allocations shall be made in
the following order:



          (a) Minimum Gain Chargeback. In the event that there is a net decrease during a
Fiscal Year in either Company Minimum Gain or Member Nonrecourse Debt Minimum Gain, then
notwithstanding any other provision of this Article VI, each Member shall receive such
special allocations of items of Company income and gain as are required in order to conform to
Regulations Section 1.704-2.




          (b) Qualified Income Offset. Subject to Section 6.03(a), but notwithstanding
any other provision of this Article VI, items of income and gain shall be specially
allocated to the Members in a manner that complies with the “qualified income offset” requirement
of Regulations Section 1.704-1(b)(2)(ii)(d)(3).




          (c) Deficit Capital Accounts Generally. In the event that a Member has a deficit
Capital Account balance at the end of any Fiscal Year which is in excess of the sum of (i) the
amount such Member is then obligated to restore pursuant to this Agreement, and (ii) the amount
such Member is then deemed to be obligated to restore pursuant to the penultimate sentences of
Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Member shall be specially
allocated items of Company income and gain in an amount of such excess as quickly as possible,
provided that any allocation under this Section 6.03(c) shall be made only if and to the
extent that a Member would have a deficit Capital Account balance in excess of such





35









 







sum after all
allocations provided for in this Article VI have been tentatively made as if this
Section 6.03(c) were not in this Agreement.




          (d) Deductions Attributable to Member Nonrecourse Debt. Any item of Company loss or
expense that is attributable to Member Nonrecourse Debt shall be specially
allocated to the Members in the manner in which they share the economic risk of loss (as
defined in Regulations Section 1.752-2) for such Member Nonrecourse Debt.




          (e) Allocation of Nonrecourse Deductions. Each Nonrecourse Deduction of the Company
shall be specially allocated among the Common Members in accordance with their Unit Percentages.



The allocations pursuant to Sections 6.03(b) and 6.03(c) shall be comprised of a
proportionate share of each of the Company’s items of income or gain. The amounts of any Company
income, gain, loss or deduction available to be specially allocated pursuant to this Section
6.03 shall be determined by applying rules analogous to those set forth in subparagraphs (a)
through (f) of Section 1.85.




     Section 6.04 Allocation of Nonrecourse Liabilities. For purposes of determining each
Member’s share of Nonrecourse Liabilities, if any, of the Company in accordance with Regulations
Section 1.752-3(a)(3), the Members’ interests in Company profits shall be determined in the same
manner as prescribed by Section 6.03(e).



     Section 6.05 Tax Allocations; Other Allocation Rules.



          (a) Tax Allocations. Tax allocations for each Fiscal Year or other accounting period
of the Company shall be made consistent with the allocations made pursuant to Sections 6.02
and 6.03 for such year or period, except that, solely for tax purposes, items of income,
expense, gain and loss with respect to Company assets reflected hereunder in the Members’ Capital
Accounts and on the books of the Company at Gross Asset Values that differ from the Company’s
adjusted tax basis in such assets shall be allocated among the Members so as to take account of
those differences in a manner which will comply with Code Sections 704(b) and 704(c) and the
Regulations promulgated thereunder. The Company shall, at the discretion of the Board of Managers,
make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations
Section 1.704-3), including (i) “curative” allocations which offset the effect of the “ceiling
rule” for a prior Fiscal Year (within the meaning of Regulations Section 1.704-3(c)(3)(ii)); and
(ii) “curative” allocations from dispositions of contributed property (within the meaning of
Regulations Section 1.704-3(c)(3)(iii)(B)).




          (b) Credits. All tax credits of the Company for a Fiscal Year or other accounting
period (or portion thereof, if appropriate) shall be allocated among the Members in a manner
determined by the Board of Managers, consistent with applicable Law.




ARTICLE VII

ACCOUNTING AND TAX MATTERS




     Section 7.01 Books and Records; Reports. At all times during the existence of the
Company, the Company shall maintain, at its principal place of business, separate books of



36









 







account
for the Company. Subject to reasonable confidentiality restrictions established by the Board of
Managers (including as set forth in Section 18-305(c) of the Act), each Member and its
respective agents and representatives shall be afforded access to the Company’s books and
records applicable to such Member for any proper purpose (as determined by the Board of Managers in
its reasonable discretion), at any reasonable time during regular business hours upon reasonable
written notice to the Board of Managers.



     Section 7.02 Tax Returns. The Board of Managers, at the expense of the Company, shall
endeavor to cause the preparation and timely filing (including extensions) of all tax returns
required to be filed by the Company pursuant to the Code or any other applicable Law. Within 90
days after the end of each Fiscal Year or as soon as otherwise practicable, the Board of Managers
will cause to be delivered to each Person who was a Member at any time during such Fiscal Year,
information with respect to the Company as may be necessary for the preparation of such Person’s
income tax returns for such Fiscal Year, including without limitation, such Person’s Schedule K-1.



     Section 7.03 Tax Matters Member. The AIG Member is hereby designated the “Tax
Matters Member” and shall serve as the tax matters partner (as defined in Code Section 6231)
and is authorized and required to represent the Company in connection with all examinations of the
Company’s affairs by tax authorities, including resulting administrative and judicial proceedings.
Each Member (other than the FRBNY Member) agrees that any decisions made and action taken by the
Tax Matters Member, including without limitations, in connection with audits of the Company and
whether or not to settle or contest any tax matters, shall be binding upon the Company and such
Members (other than the FRBNY Member) and each such Member (other than the FRBNY Member) further
agrees that such Member (other than the FRBNY Member) shall not treat any Company item
inconsistently on such Member’s income tax return with the treatment of the item on the Company’s
return and that such Member shall not independently act with respect to tax audits or tax
litigation affecting the Company, unless previously authorized to do so in writing by the Tax
Matters Member, which authorization may not be unreasonably withheld by Tax Matters Member. If any
state or local tax Law provides for a tax matters partner or person having similar rights, powers,
authority or obligations, the Tax Matters Member shall also serve in such capacity. In all other
cases, the Tax Matters Member shall represent the Company in all tax matters to the extent allowed
by applicable Law. The AIG Member shall pay, and indemnify the Tax Matters Member against, any and
all expenses incurred by the Tax Matters Member in such capacity. Such expenses shall include,
without limitation, fees of attorneys and other tax professionals, accountants, appraisers and
experts, filing fees and reasonable out-of-pocket costs. In furtherance of the foregoing, in the
event the Company is not subject to the consolidated audit rules of Code Sections 6221 through 6234
during any taxable year, the Members hereby agree to sign an election pursuant to Code Section
6231(a)(1)(B)(ii) to be filed with the Company’s federal income tax return for such taxable year to
have such consolidated audit rules apply to the Company.



     Section 7.04 Accounting Methods; Elections. The Board of Managers shall determine the
accounting methods and conventions to be used in the preparation of the Company’s tax returns and,
subject to Section 7.05 below, shall make any and all elections under the tax Laws of the
United States and any other relevant jurisdictions as to the treatment of items of income,
gain, loss, deduction and credit of the Company, or any other method or procedure related to
the



37









 







preparation of the Company’s tax returns; provided, however, that the Tax
Matters Member shall determine, in its reasonable discretion, all calculations and allocations with
respect to any adjustment under Sections 734(b) and 743(b) of the Code. The Board of Managers
shall not take any tax position, make or change any tax election or otherwise take any action in
connection with the Company’s tax matters that could reasonably be expected to be materially
adverse to any Preferred Member (including, without limitation, any material reduction of such
Preferred Member’s return on its Preferred Interest) without the consent of such Preferred Member
which consent shall not be unreasonably withheld, delayed or conditioned.



     Section 7.05 Partnership Status. The Members intend to treat, and the Company shall
take no position inconsistent with treating, the Company as a partnership for United States
federal, state and local income and franchise tax purposes prior to an Initial Public Offering of
the Company. The Company shall not file any election pursuant to Regulations Section 301.7701-3(c)
to be treated as an entity other than a partnership prior to any Initial Public Offering of the
Company. The Company shall not elect, pursuant to Section 761(a) of the Code, to be excluded from
the provisions of subchapter K of the Code.



     Section 7.06 Tax Treatment of the Transactions. All capitalized terms in this
Section 7.06 not defined in this Agreement shall have the definitions assigned to them in
the Purchase Agreement. It is the intention of the parties that, for U.S. federal income tax
purposes, (a) on the transfer by AIG of beneficial ownership of the PhilAm shares to AIA, AIA shall
become the owner of such equity interests and the transitory existence of the AIA Note will be
disregarded; (b) the following transactions shall be treated as occurring when the Company and HK
Co. are disregarded under Treasury Regulations Section 301.7701-2(c)(2) as separate entities from
AIRCO: (1) the transfer by AIRCO of the AIA equity interests to the Company in return for the HK
Note A; (2) the issuance of the Preferred Units to AIRCO in return for the HK Note A; and (3) the
issuance by HK Co. to the Company of stock of HK Co. and the HK Note B in return for the HK Note A;
(c) as a result, each of the transactions described in clause (b) hereof shall be disregarded,
including, for the avoidance of doubt, the transitory existence of the HK Note A; (d) the election
under Treasury Regulations Section 301.7701-3(c) to treat HK Co. as a corporation shall be treated
as the transfer by AIRCO of the AIA equity interests to HK Co. in return for all the HK Co. stock and
the HK Note B; (e) immediately before the election described in clause (d) hereof, the Purchase
Agreement shall constitute a binding contract pursuant to which the sale described in clause (f)
hereof shall occur; (f) the sale of the Preferred Units to the FRBNY in return for the
Consideration (as defined in the Purchase Agreement) shall be treated as (1) the transfer by AIRCO
to the FRBNY of undivided interests in the stock of HK Co. and the HK Note B in return for the
Consideration, followed by (2) the contribution by the FRBNY and AIRCO of their respective
interests in the stock of HK Co. and the HK Note B to the Company, which, as of the time of such
contribution, shall be treated as a partnership, in return for the Units; and (g) the transfer, via
dividend, of the Consideration to AIGLH, which is (and, as of the time of such transfer, shall
continue to be) disregarded as a separate entity from AIG under Treasury Regulations Section
301.7701-2(c)(2), shall be treated as (1) the transfer of the Consideration, to the extent of the
fair market value of the PhilAm equity interests, to AIG in return for such
PhilAm equity interests, and (2) except to the foregoing extent, a distribution described in
Code Section 301 to AIG. The terms of this Agreement and the Purchase Agreement shall be
interpreted consistently with this intention, and the parties hereto agree not to



38









 







take any position
for U.S. federal income tax purposes (in a filing or otherwise) contrary to this intention.



     Section 7.07 Confidentiality; Access to Information.



          (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure
Agreement by and among AIG and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure
Agreement”) or any Permitted Transferee of the FRBNY and any Observers who executed a joinder
to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise
bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any
Person, any matter relating to the Company or any of its Affiliates, or their respective affairs
(other than disclosure to such Preferred Member’s advisors responsible for matters relating to the
Company and who reasonably need to know such information in order to perform such responsibilities
(each such Person being hereinafter referred to as an “Authorized Representative”));
provided, however, that such Preferred Member or any of its Authorized
Representatives may make such disclosure, subject to applicable Law, to the extent that (i) the
information being disclosed is in connection with such Preferred Member’s tax returns or concerns
the tax structure or tax treatment of the Company or its transactions, (ii) such disclosure is to
any officer, director, shareholder or partner of such Preferred Member, (iii) the information being
disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any
governmental body, agency, official or authority having jurisdiction over such Preferred Member,
(v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized
Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made
to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities,
which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit
of the Company with terms no less protective than this Section 7.07(a). Prior to making
any disclosure described in clause (iv) or (v) of this Section 7.07(a), a Preferred Member
(other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of
such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any
Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized
Representatives to comply with the obligations of such Preferred Member under this Section
7.07(a). In connection with any disclosure described in clause (iv) or (v) above, the
disclosing Preferred Member shall cooperate with the Company in seeking any protective order or
other appropriate arrangement as the Board of Managers may request.




          (b) Each of the AIG Member, AIRCO and the Company hereby agrees to provide, or cause to be
provided, to the Comptroller General of the United States (the “Comptroller General”), upon
request, access to information, data, schedules, books, accounts, financial records, reports,
files, electronic communications, or other papers, things or property that relate to assistance
provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve
System (the “Board of Governors”) under section 13(3) of the
Federal Reserve Act (12 U.S.C. § 343), to the extent required by, and in accordance with the
provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their
Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby
acknowledge that the Helping Families Act provides that, subject to certain exceptions enumerated
in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S.


39









 







Government
Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to
any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C.
§ 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve
bank (including the FRBNY).




ARTICLE VIII

TRANSFERS AND OTHER LIQUIDITY RIGHTS




     Section 8.01 Transfer in General.



          (a) Subject to any restrictions on transferability by operation of Law or contained elsewhere
in this Agreement (including Section 4.01(d) hereof) and any other requirement of
applicable Law imposed on the Company or the Members or in accordance with Section 11.14,
(i) the Preferred Members may freely Transfer their Preferred Units to any Person and (ii) no
Common Member shall Transfer any portion of its Interest or its Units, directly or indirectly, to
any Person other than a Permitted Transferee, without the prior written consent of each of (A) the
Board of Managers and (B) prior to the Preferred Payment, a Majority in Interest of the Preferred
Members. Notwithstanding anything herein to the contrary but subject to the provisions of this
Article VIII, following the Preferred Payment, the Common Members may freely transfer their
Common Units to any Person. Notwithstanding anything herein to the contrary, prior to an Initial
Public Offering of the Company, no Member shall Transfer any portion of its Interests, Units or
Equity Securities (including to any Permitted Transferee) to the extent that such Transfer would
cause the Company to be taxable as a corporation or treated as a “publicly traded partnership” for
United States federal, state or local income or franchise tax purposes.




          (b) A permitted Transfer of Units pursuant to Section 8.01(a) hereof shall be
effective as of the date of (i) compliance with the conditions to such transfer referred to in this
Section 8.01 and (ii) admission of the Substituted Member pursuant to Section 8.02
hereof. All tax items for the partnership taxable year of such transfer shall be allocated between
the transferor and the transferee according to any method permissible under Code Section 706 (which
method shall be agreed upon between the transferor and the transferee, and approved by the Board of
Managers). Distributions made before the effective date of such Transfer shall be paid to the
transferor, and distributions made after such date shall be paid to the transferee.




          (c) Any Member who effectively transfers any Units pursuant to this Article VIII shall
cease to be a Member with respect to such Units and shall no longer have any rights or privileges
of a Member with respect to such Units (it being understood, however, that the applicable
provisions of Sections 4.04, 4.05 and 7.01 hereof shall continue to inure
to such
Person’s benefit). Nothing contained herein shall relieve any Member who Transfers any Units
or other interest in the Company from any liability or obligation of such Member to the Company or
the other Members with respect to such Units that may exist on the date of such Transfer or that is
otherwise specified in the Delaware Act and incorporated into this Agreement or for any liability
to the Company or any other Person for any breaches of any representations, warranties or covenants
by such Member (in its capacity as such) contained herein or in other agreements with the Company.





40









 








          (d) In addition to any other restrictions on Transfer imposed by this Agreement, no Member may
Transfer any Unit (except pursuant to an effective registration statement under the Securities Act
or Section 8.05) without first delivering to the Board of Managers, if requested, an
opinion of counsel (reasonably acceptable in form and substance to the Board of Managers) that
neither registration nor qualification under the Securities Act or applicable state securities Laws
is required in connection with such Transfer and that such Transfer would not cause the Company to
be taxable as a corporation or treated as a “publicly traded partnership” for United States federal
income tax purposes. The Board of Managers may waive such opinion requirement on advice of counsel
acceptable to the Board of Managers.




     Section 8.02 Admission of Members. A Person shall be admitted to the Company (without
requiring any consent of the Board of Managers or of the Members pursuant to Section 11.02
hereof) in connection with the transfer of any Units to such Person as permitted under the terms of
this Agreement (a “Substituted Member”), or in connection with the issuance of new Units by
the Company to an Additional Member, by accepting and agreeing to be bound by all of the terms and
conditions hereof by executing a counterpart to this Agreement and (excluding AIG and AIGLH)
entering into a joinder agreement in the form of Schedule VI attached hereto.



     Section 8.03 Transfers in Violation of Agreement. Any Transfer or attempted Transfer
in violation of this Article VIII shall be void, and the Company shall not record such
purported Transfer on its books or treat any purported transferee as the owner of any Units subject
to such purported Transfer.



     Section 8.04 Demand Liquidity Event.



          (a) Prior to the Preferred Payment, (A) with respect to the FRBNY Member, for as long as the
FRBNY Member owns any Preferred Units, the FRBNY Member shall, at any time (i) during the Initial
Period, upon prior consultation with, and during the 12-month period following the date of this
Agreement the prior concurrence of, the AIG Credit Facility Trust, be entitled to make an IPO
Demand and (ii) following the Initial Period, in its sole discretion, be entitled to make an IPO
Demand; and (B) with respect to the Majority Preferred Members, (i) during the Initial Period, will
not be entitled to make an IPO Demand, and (ii) following the Initial Period, shall, in their sole
discretion, be entitled to make an IPO Demand (each of the FRBNY Member with respect to Section
8.04(a)(A) and the Majority Preferred Members with respect to Section 8.04(a)(B), an
“IPO Demanding Member”). An “IPO Demand” means that the IPO Demanding Member may
require the Company to use its best efforts to effect an Initial
Public Offering. In connection with any such Initial Public Offering, the Company shall not
be required to distribute any proceeds of such Initial Public Offering.




          (b) Prior to the Preferred Payment, (A) with respect to the FRBNY Member, for as long as the
FRBNY Member owns any Preferred Units, the FRBNY Member shall, at any time (i) during the Initial
Period, upon prior consultation with, and during the 12-month period following the date of this
Agreement the prior concurrence of, the AIG Credit Facility Trust, be entitled to make a Sale of
the Company Demand and (ii) following the Initial Period, in its sole discretion, be entitled to
make a Sale of the Company Demand; and (B) with respect to the Majority Preferred Members, (i)
during the Initial Period, will not be entitled to make a Sale of the Company Demand, and (ii)
following the Initial Period, shall, in their sole discretion, be





41









 







entitled to make a Sale of the
Company Demand (each of the FRBNY Member with respect to Section 8.04(b)(A) and the
Majority Preferred Members with respect to Section 8.04(b)(B), a “Sale Demanding
Member”). A “Sale of the Company Demand” means that the Sale Demanding Member may
require the Company to use its best efforts to effect a Sale of the Company; provided,
however, that if the Sale of the Company is structured such that the Company will receive
the proceeds from such a Sale of the Company, then the Company shall not be required to distribute
any proceeds it may receive from such a Sale of the Company; and provided further
that if the Sale of the Company is structured such that the Members will receive the proceeds from
such a Sale of the Company, then the proceeds from the Sale of the Company shall be allocated among
the Members in the manner that such proceeds would have been distributed by the Company in
accordance with Section 5.02 hereof and any such proceeds distributed or allocated to the
Preferred Members shall reduce the Liquidation Preference in the amount so distributed or
allocated. In connection with any Sale of the Company, the Sale Demanding Member may require the
Board of Managers and/or the other Members to take any of the actions that may be required by or on
behalf of the Company or any such Member in connection with a Drag-Along Transfer pursuant to
Section 8.05 hereof.




     Section 8.05 Drag-Along.



          (a) At any time prior to the Preferred Payment, (A) with respect to the FRBNY Member, for as
long as the FRBNY Member owns any Preferred Units, the FRBNY Member shall, at any time (i) during
the Initial Period, upon prior consultation with, and during the 12-month period following the date
of this Agreement the prior concurrence of, the AIG Credit Facility Trust, be entitled to make a
Drag-Along Demand and (ii) following the Initial Period, in its sole discretion, be entitled to
make a Drag-Along Demand; and (B) with respect to the Majority Preferred Members, (i) during the
Initial Period, will not be entitled to make a Drag-Along Demand and (ii) following the Initial
Period, shall, in their sole discretion, be entitled to make a Drag-Along Demand (each of the FRBNY
Member with respect to Section 8.05(a)(A) and the Majority Preferred Members with respect
to Section 8.05(a)(B), a “Selling Member”). A “Drag-Along Demand” means
that if the Selling Member agrees to effect a Drag-Along Sale (in any single or series of related
transactions) to a non-affiliated Third Party (the “Drag-Along Buyer”), the Selling Member
may at any time, pursuant to a Transfer or otherwise (a “Drag-Along Transfer”), exercise drag-along
rights in accordance with the terms, conditions
and procedures set forth herein.




          (b) The Selling Member shall promptly give notice (a “Drag-Along Notice”) to each of
the other Members (the “Drag-Along Members”) not later than 30 days prior to the
consummation of the Drag-Along Transfer of any election by the Selling Member to exercise their
drag-along rights under this Section 8.05, setting forth the name and address of the
Drag-Along Buyer, the proposed amount and form of consideration for the Units, and all other
material terms and conditions of the Drag-Along Transfer. Any Drag-Along Transfer shall be at the
same purchase price as specified in the Drag-Along Notice and all Members shall receive the same
form of consideration in connection with a Drag-Along Transfer and as set forth in Section
8.05(c) hereof.




          (c) The proceeds from the sale of any Drag-Along Transfer shall be allocated to the Members in
the manner that such proceeds would have been distributed by the Company





42









 







in accordance with
Section 5.02 hereof and such proceeds distributed to the Preferred Members shall reduce the
Liquidation Preference in the amount so distributed.




          (d) Each Drag-Along Member must agree (i) to make the same representations, warranties,
covenants, indemnities and agreements as made by the Selling Member in connection with the
Drag-Along Transfer (other than any non-competition or similar agreements or covenants that would
bind the Drag-Along Member or its Affiliates), and (ii) to the same terms and conditions to the
transfer as the Selling Member agrees. Notwithstanding the foregoing, however, all such
representations, warranties, covenants, indemnities and agreements shall be made by the Selling
Member and Drag-Along Members severally and not jointly and any liability for breach of any such
representations and warranties related to the Company shall be allocated among the Selling Member
and Drag-Along Members based on the proportion of the consideration received by the Selling Member
and Drag-Along Members, and the aggregate amount of liability for the Selling Member and Drag-Along
Members shall not exceed the U.S. dollar value of the total consideration to be paid by the
Drag-Along Buyer to the Selling Member or Drag-Along Members, respectively.




          (e) All reasonable costs and expenses incurred by the Members or the Company in connection
with any proposed Drag-Along Transfer (whether or not consummated), including all attorneys’ fees
and charges, all accounting fees and charges and all finders, brokerage or investment banking fees,
charges or commissions, shall be paid by the Company.




          (f) The Company shall, and shall cause its Subsidiaries to, take all necessary action in
connection with the consummation of any Drag-Along Transfer, including providing access to the
documents, records and senior management of the Company and its Subsidiaries, entering into an
agreement reflecting the terms of the Drag-Along Transfer and executing and delivering any
documents reasonably requested by the Drag-Along Buyer and the Selling Member and their respective
counsel as reasonably necessary to cause the Company to consummate such Drag-Along Transfer.




     Section 8.06 Participation Redemption. At any time following the Preferred Payment,
the Company may redeem (the “Participation Redemption”) the Preferred Participating Return
by (i) following an Initial Public Offering, providing the Preferred Members with a redemption
notice indicating the Participating Fair Market Value and the proposed closing date of the
Participation Redemption (which shall be no earlier than five business days from the date of the
redemption notice) and, upon the closing of the Participation Redemption, distributing to the
Preferred Members, pro rata in accordance with their Preferred Units, an amount equal to the
Participating Fair Market Value; and (ii) prior to an Initial Public Offering, providing the
Preferred Members with a redemption notice (the “Redemption Notice”) indicating the Board
of Managers’ good faith determination of the Participating Fair Market Value and the proposed
closing date of the Participation Redemption (which shall be no earlier than five business days
from the date of the redemption notice) and, subject to the right of a Majority in Interest of the
Preferred Members to contest such good faith determination as described below, upon the closing of
the Participation Redemption on the date specified in the Redemption Notice, distributing to the
Preferred Members, pro rata in accordance with their Preferred Units, an amount equal to the
Participating Fair Market Value; provided, however, that should a Majority in
Interest of the Preferred Members contest in good faith the Board of Managers’ determination



43









 







of the
Participation Fair Market Value by providing the Company with notice of such contest within ten
days of the Redemption Notice, the final determination of the Participation Fair Market Value shall
be made by an investment banking firm of national standing designated by mutual agreement of the
Company and the contesting Preferred Members, which determination shall be final and binding on the
Members and the Company. The fees and expenses of such investment banking firm shall be borne by
the Company.



     Section 8.07 Public Offerings. Until the Preferred Payment shall have occurred, a
Majority in Interest of the Preferred Members shall have the right to appoint one of the global
coordinators (who shall also serve as lead book-running managers) (the “Global
Coordinators”) for each Public Offering occurring prior thereto, and the AIG Member shall have
the right to appoint one of the Global Coordinators, and after prior consultations with the
Preferred Members, any additional Global Coordinators and book runners for each such Public
Offering. The additional book runners, if any, shall report to the Global Coordinators who shall
be responsible on a joint basis for overseeing the book runners and determining their compensation
and allocations and all other important matters for which lead underwriters are customarily
responsible in public offerings of securities of this type.



ARTICLE IX

DISSOLUTION; LIQUIDATION




     Section 9.01 Dissolution. The Company shall be dissolved and its affairs wound up on
the first to occur of any of the following events:



          (a) the prior approval of both (x) the Board of Managers and (y) unless the Preferred Payment
has occurred or the dissolution will result in payment of the Preferred
Payment in full and, as long as the Consent Holder holds Preferred Interests, the Consent
Holder (as contemplated by Section 4.01(d)), to dissolve the Company; or




          (b) any other event sufficient under the Act to cause the dissolution of the Company.




     Section 9.02 Final Accounting. Upon the dissolution of the Company, a proper
accounting shall be made from the date of the last previous accounting to the date of dissolution.



     Section 9.03 Liquidation.



          (a) Dissolution of the Company shall be effective as of the date on which the event occurs
giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance
with Article XI hereof, but the Company shall not terminate until the assets of the Company
have been distributed as provided for in Section 9.03(c) hereof. Notwithstanding the
dissolution of the Company, prior to the termination of the Company, the business, assets and
affairs of the Company shall continue to be governed by this Agreement.




          (b) Upon the dissolution of the Company, the Board of Managers, or, if there is no Board of
Managers, a person selected by the Members, acting unanimously, shall act as the liquidator (the
“Liquidator”) of the Company to wind up the Company. The Liquidator shall






44









 







have full power
and authority to sell, assign and encumber any or all of the Company’s assets and to wind up and
liquidate the affairs of the Company in an orderly and business-like manner.




          (c) The Liquidator shall distribute all proceeds from liquidation in the following order of
priority:




               (i) first, to creditors of the Company (including creditors who are Members) in satisfaction
of the liabilities of the Company (whether by payment or the making of reasonable provision for
payment thereof); and



               (ii) second, to the Members in the same manner in which non-liquidating distributions are made
pursuant to Section 5.02 hereof.



               (iii) The Liquidator shall determine whether any assets of the Company shall be liquidated
through sale or shall be distributed in kind. A distribution in kind of an asset to a Member shall
be considered, for the purposes of this Article IX, a distribution in an amount equal to
the fair market value of the assets so distributed as determined by the Liquidator in its
reasonable discretion.



     Section 9.04 Cancellation of Certificate. Upon the completion of the distribution of
Company assets as provided in Section 9.03 hereof, the Company shall be terminated and the
person acting as Liquidator shall cause the cancellation of the Certificate and shall take such
other actions as may be necessary or appropriate to terminate the Company.



ARTICLE X

NOTICES




     Section 10.01 Method for Notices. All notices, requests or other communications to
any party hereunder shall be in writing (which may include facsimile transmission) and shall be
given,


if to the Company, to:



AIA Aurora LLC

c/o American International Group, Inc.

70 Pine Street,

New York, New York 10270

Attention: General Counsel

Facsimile: (212) 785-2175

Telephone: (212) 770-7000



with a copy to:



Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention: Michael Aiello and Matthew Gilroy

Facsimile: (212) 310-8007





45









 







Telephone: (212) 310-8000



if to the FRBNY, to:



Federal Reserve Bank of New York

33 Liberty Street

New York, New York 10045-0001

Attention: Brett Phillips, Counsel

Facsimile: (212) 720-7797

Telephone: (212) 720-5166



with a copy to:



Davis Polk & Wardwell

450 Lexington Avenue

New York, New York 10017

Attention: John Amorosi and John Knight

Facsimile: (212) 450-3800

Telephone: (212) 450-4000



if to the AIG Member or AIRCO, to:



American International Group, Inc.

70 Pine Street,

New York, New York 10270

Attention: General Counsel

Facsimile: (212) 785-2175

Telephone: (212) 770-7000



with a copy to:



Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention: Michael Aiello and Matthew Gilroy

Facsimile: (212) 310-8007

Telephone: (212) 310-8000



if to any other Member to the address given for that Member on Schedule I attached hereto,
or such other address as that Member may specify by written notice to the Board of Managers.



All such notices, requests and other communications shall be deemed received on the date of receipt
by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a
business day in the place of receipt. Otherwise, any such notice, request or communication shall
be deemed not to have been received until the next succeeding business day in the place of receipt.





46









 








ARTICLE XI

GENERAL PROVISIONS




     Section 11.01 Governing Law. This Agreement, or with respect to any claim or cause of
action (whether in contract or tort) that may arise out of or relate to this Agreement or the
negotiation, execution or performance of this Agreement (including any representation or warranty
made in connection with or as an inducement to enter into this Agreement), shall be construed by,
subject to and governed in accordance with the internal Laws of the State of Delaware without
giving effect to conflict of Laws or other principles which may result in the application of Laws
other than the internal Laws of the State of Delaware.



     Section 11.02 Amendments by the Members. This Agreement and the Certificate may be
modified, amended or waived from time to time as determined and agreed by (i) a Majority in
Interest of the Common Members and (ii) a Majority in Interest of the Preferred Members;
provided, however, that no amendment that has a material and adverse and
disproportionate
effect on any Member as compared to the other Members holding the same class of Securities
shall be approved without the consent of such Member.



     Section 11.03 Counterparts. This Agreement may be executed in counterparts, each one
of which shall be deemed an original and all of which together shall constitute one and the same
Agreement.



     Section 11.04 Construction; Headings. Whenever the feminine, masculine, neuter,
singular or plural shall be used in this Agreement, such construction shall be given to such words
or phrases as shall impart to this Agreement a construction consistent with the interest of the
Members entering into this Agreement. Where used herein, the term “Federal” shall refer to the
U.S. Federal government. As used herein, “including” or include” shall mean “including without
limitation.” The headings and captions herein are inserted for convenience of reference only and
are not intended to govern, limit or aid in the construction of any term or provision hereof. It
is the intention of the parties that every covenant, term, and provision of this Agreement shall be
construed simply according to its fair meaning and not strictly for or against any party
(notwithstanding any rule of law requiring an Agreement to be strictly construed against the
drafting party), it being understood that the parties to this Agreement are sophisticated and have
had adequate opportunity and means to retain counsel to represent their interests and to otherwise
negotiate the provisions of this Agreement. To the extent that any ambiguity or inconsistency
arises with respect to any provision(s) of this Agreement (other than any provision(s) relating to
the Preferred Interests or any rights or obligations of any Preferred Member, including the FRBNY
Member), the Board of Managers shall resolve such ambiguity or inconsistency in good faith and such
resolution shall be binding upon the Members.



     Section 11.05 Severability. If any term or provision of this Agreement or the
application thereof to any Person or circumstances shall be held invalid or unenforceable, the
remaining terms and provisions hereof and the application of such term or provision to Persons or
circumstances other than those to which it is held invalid or unenforceable shall not be affected
thereby.



47









 





     Section 11.06 Relations with Members. Unless named in this Agreement as a Member, or
unless admitted to the Company as a Substituted Member or an Additional Member as provided in this
Agreement, no Person shall be considered a Member. Subject to Article VIII hereof, the
Company and the Board of Managers need deal only with Persons so named or admitted as Members.



     Section 11.07 Waiver of Action for Partition. Each of the Members irrevocably waives
during the term of the Company any right that such Member may have to maintain an action for
partition with respect to the property of the Company.



     Section 11.08 Successors and Assigns. All of the terms and provisions of this
Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their
respective Permitted Transferees and, in the case of any FRBNY Member (other than rights
which inure solely to the benefit of the Consent Holder and therefore shall not be
transferable other than to a Permitted Transferee), any other transferee of the Preferred Units, if
any; provided, however, that no Transfer of the Interest of any Member shall be
made except in accordance with the provisions of Article VIII hereof.



     Section 11.09 Entire Agreement. This Agreement (including the Schedules hereto) and
the other Transaction Documents constitute the entire agreement among the Members and the Company
or any Subsidiary with respect to the subject matter hereof and thereof and supersede any agreement
or understanding entered into as of a date prior to the date hereof among or between them with
respect to the subject matter hereof and thereof.



     Section 11.10 No Third Party Beneficiaries. It is understood and agreed among the
parties that this Agreement and the covenants made herein are made expressly and solely for the
benefit of the parties hereto, and that no other Person, other than an Indemnified Party pursuant
to Sections 4.04 and 4.05 hereof, shall be entitled or be deemed to be entitled to
any benefits or rights hereunder, nor be authorized or entitled to enforce any rights, claims or
remedies hereunder or by reason hereof.



     Section 11.11 Other Instruments and Acts. The Members agree to execute any other
instruments or perform any other acts that are or may be necessary to effectuate and carry on the
Company created by this Agreement.



     Section 11.12 Remedies and Waivers. No delay or omission on the part of any party to
this Agreement in exercising any right, power or remedy provided by applicable Law or provided
hereunder shall impair such right, power or remedy or operate as a waiver thereof. The single or
partial exercise of any right, power or remedy provided by applicable Law or provided hereunder
shall not preclude any other or further exercise of any other right, power or remedy. The rights,
powers and remedies provided hereunder are cumulative and are not exclusive of any rights, powers
and remedies provided by applicable Law.



     Section 11.13 Public Announcements. No Member will issue any public announcements or
disseminate any advertising or marketing material concerning the existence or terms of this
Agreement or the transactions contemplated hereby without the prior written approval of each of the
AIG Member and the FRBNY Member, except to the extent such announcement is required



48









 







by applicable
Law. If a public announcement is required by applicable Law, the Members will consult with each
other before making the public announcement. To the extent any announcement or any advertising or
marketing material permitted under this Section 11.13 expressly refers to any Member or its
Affiliates, such Member shall, in its sole discretion, have the right to revise such announcement
or advertising or marketing material prior to granting such written approval.



     Section 11.14 Initial Public Offering.



          (a) Notwithstanding anything to the contrary contained herein but subject to Section
4.01(d), in connection with any Initial Public Offering approved in accordance with this
Agreement, the Members hereby agree to discuss in good faith whether any of the rights and
obligations of the parties hereto and the Company under this Agreement should be amended,
restructured or terminated, including, without limitation, whether any of the rights set forth in
Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time
limitations (or time and volume limitations in the case of Section 5.04 hereof), in order
to permit the Initial Public Offering to be effected in a manner consistent with applicable Law,
market custom and the recommendations of the Global Coordinators in light of market conditions at
such time and the listing requirements of the exchange or market on which the Initial Public
Offering is to be effected, taking into account, among other things, the rights of the Preferred
Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly
as practicable after the date hereof; provided, however, that this sentence shall
not in any way either (x) obligate any of the Members or the Company to agree to any amendment,
restructuring or termination of any such rights or (y) affect or nullify any rights or obligations
of the Members or the Company under this Agreement.




          (b) Notwithstanding anything to the contrary contained herein but subject to Section
4.01(d), in connection with any Initial Public Offering of the Company (or its successor
corporation) or any newly formed corporation as described below, approved in accordance with this
Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it
will, at the expense of the Entity subject to such Public Offering, take such action and execute
such documents as may reasonably be necessary to effect such Public Offering as expeditiously as
possible, including, without limitation, taking all such actions and executing such documents as
may reasonably be necessary to convert the Company into a corporation or to contribute its
respective Securities to a newly formed corporation, in each case substantially concurrently with
the closing of such Public Offering; provided, however, that in connection with any
such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred
stock of the corporation whose shares of common stock are being sold in connection with such Public
Offering with the same economic rights as such Preferred Member was entitled to prior to such
conversion or contribution, including with an aggregate liquidation preference equal to the amount
such Preferred Member would be entitled to receive, in respect of the Preferred Units which such
Preferred Member held in the Company immediately prior to such conversion or contribution, under
Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the
consummation of such
Public Offering with the proceeds in such liquidation equal in amount to the
implied aggregate equity valuation of the Company (as reasonably determined by the Board of
Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred
Members) immediately prior to the consummation of such





49









 







Public Offering; (ii) the Common Members
shall be entitled to receive that value of common stock of the corporation whose shares of common
stock are being sold in connection with such Public Offering as equals the amount such Common
Member would be entitled to receive, relative to the Common Units which such Member held in the
Company immediately prior to such conversion or contribution, under Section 5.02 hereof if
a liquidation of the Company had occurred immediately prior to the consummation of such Public
Offering with the proceeds in
such liquidation equal in amount to the implied aggregate equity valuation of the Company (as
reasonably determined by the Board of Managers in good faith with the reasonable agreement of a
Majority in Interest of the Preferred Members) immediately prior to the consummation of such Public
Offering; and (iii) each of the parties hereto and the Entity whose Securities will be the subject
of such Initial Public Offering shall enter into, as a condition thereto, a shareholders agreement
on substantially the same terms and conditions, mutatis mutandis, as set forth herein;
provided further that, in connection with any such conversion or contribution, at
any time and from time to time following the expiration of any lock-up period for an Initial Public
Offering agreed to between the Preferred Members and the underwriters of any Initial Public
Offering (but in no event more than 180 days after the consummation thereof), (A) with respect to
the FRBNY Member, for as long as the FRBNY Member owns any Preferred Units, the FRBNY Member shall,
at any time (i) during the Initial Period, upon prior consultation with, and during the 12-month
period following the date of this Agreement the prior concurrence of, the AIG Credit Facility
Trust, be entitled to make a Conversion Demand and (ii) following the Initial Period, in its sole
discretion, be entitled to make a Conversion Demand; and (B) with respect to the Majority Preferred
Members, (i) during the Initial Period, will not be entitled to make a Conversion Demand, and (ii)
following the Initial Period, shall, in their sole discretion, be entitled to make a Conversion
Demand (each of the FRBNY Member with respect to clause (A) of this proviso and the Majority
Preferred Members with respect to clause (B) of this proviso, a “Conversion Demanding
Member”). For purposes of this Section 11.14(b), a “Conversion Demand” means
the Conversion Demanding Member may demand that any shares of preferred stock issued to the
Conversion Demanding Member shall convert, in whole or in part, to shares of common stock of the
Entity subject to such Public Offering with a Trading Value that is equal to the then current
liquidation preference on such preferred stock up to a maximum number of shares of common stock of
the Entity subject to such Public Offering as are authorized but not outstanding at the time of
such conversion; provided further that any such conversion into shares of common
stock shall occur concurrently with and as a condition precedent to the closing of a sale by the
Conversion Demanding Member of such shares of common stock (which sale would be subject to any
restrictions or lock-up periods they may be subject to at such time or otherwise having been agreed
to by the Preferred Members pursuant to this Section 11.14 or otherwise). In connection
with any such conversion of the Company into a corporation or contribution of the Securities to a
newly formed corporation, the Company and the Preferred Members will jointly determine a sufficient
(but fixed) number of shares of common stock to be authorized by such new or successor Entity that
will be subject to such Public Offering at the time of formation under its certificate of
incorporation or comparable organizational documents as is reasonably sufficient to
 permit the
conversion of the preferred stock into shares of common stock of such Entity as will reasonably be
necessary to satisfy the liquidation preference of such preferred stock.




          (c) Without limitation of the provisions of Sections 11.14(a) and 11.14(b),
(A) the Members agree to enter into customary lock-up agreements with the underwriters of any




50









 







Initial Public Offering and a registration rights agreement to be mutually agreed,
provided, however, that no such lock-up agreement or registration rights agreement
shall provide for any Preferred Member to be bound by any lock-up period exceeding 180 days and (B)
in connection
with any Public Offering, the Company shall take all necessary actions as expeditiously as
possible to effect the registration of any Securities to be offered in any Public Offering under
the Securities Act and/or otherwise comply with all requirements of the securities Laws of the
jurisdiction(s) governing any Public Offering and any applicable listing standards of any stock
exchange or quotation system upon which such Securities are to be listed or quoted.




     Section 11.15 Consent to Jurisdiction and Service of Process. The Members hereby
consent to the jurisdiction of any state or federal court located within the area encompassed by
the State of Delaware and irrevocably agree that all actions or proceedings arising out of or
relating to this Agreement shall be litigated in such courts. Each of the Members accepts for
itself and in connection with its respective properties, generally and unconditionally, the
exclusive jurisdiction and venue of the aforesaid courts and waives any defense of forum non
conveniens, and irrevocably agrees to be bound by any final, nonappealable judgment rendered
thereby in connection with this agreement.



     Section 11.16 Waiver of Jury Trial. The Members waive their respective rights to a
jury trial of any claim or cause of action based upon or arising out of this Agreement or any
dealings between them relating to the subject matter of this Agreement and the relationship that is
being established. The Members also waive any bond or surety or security upon such bond which
might, but for this waiver, be required of any of the other parties. The scope of this waiver is
intended to be all-encompassing of any and all disputes that may be filed in any court and that
relate to the subject matter of this Agreement, including, without limitation, contract claims,
tort claims, breach of duty claims, and all other common law and statutory claims. The Members
acknowledge that this waiver is a material inducement to enter into a business relationship, that
each has already relied on the waiver in entering into this Agreement and that each will continue
to rely on the waiver in their related future dealings. The Members further warrant and represent
that each Member has reviewed this waiver with its legal counsel, and that each Member knowingly
and voluntarily waives its jury trial rights following consultation with legal counsel. This
waiver is irrevocable, meaning that it may not be modified either orally or in writing, and the
waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this
Agreement or to any other documents or agreements relating to the transaction completed hereby. In
the event of litigation, this Agreement may be filed as a written consent to a trial by the court.



     Section 11.17 Fees and Expenses. The AIG Member will bear and pay all reasonable
costs and expenses incurred by or on behalf of the FRBNY in connection with the transactions
contemplated by this Agreement, including the reasonable fees and expenses of its financial or
other consultants, investment bankers, accountants and counsel, in accordance with Section 8.05 of
the Credit Agreement.



     Section 11.18 Regulated Insurance Companies. Each of the Members and the Company
acknowledges that the Insurance Subsidiaries are regulated Entities whose businesses are subject to
laws, regulations, directives or orders issued from time to time by the relevant regulators and no
term or condition of this Agreement shall be interpreted in any manner that would require any



51









 







Member or the Company to take any action (or cause such action to be taken) that would violate
such Laws, regulations, directives or orders.




52











 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	THE COMPANY


AIA AURORA LLC

 	 
	 	By:  	/s/ Alain Karaoglan	 
	 	 	Name:  	Alain Karaoglan	 
	 	 	Title:  	Secretary	 
	 



	 	 	 	 	 
	 	THE COMMON MEMBER



AMERICAN INTERNATIONAL REINSURANCE COMPANY, LTD.

 	 
	 	By:  	/s/ S. George Cubbon 	 
	 	 	Name:  	S. George Cubbon 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	THE PREFERRED MEMBER



FEDERAL RESERVE BANK OF NEW YORK

 	 
	 	By:  	/s/ Sarah Dahlgren 	 
	 	 	Name:  	Sarah Dahlgren 	 
	 	 	Title:  	Senior Vice President 	 
	 



SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC




 









 








SCHEDULE I




LIST OF MEMBERS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Initial Capital	 	Capital	 	 
	Name of Member	 	Address	 	Contribution	 	Accounts	 	Units
	Preferred Members:

	 	 	 	 	 	 	 	 	 	 	 	Preferred Units:

	Federal Reserve
Bank of 
New York

	 	33 Liberty Street

New York, New York

10045-0001
	 	$	16,000,000,000	 	 	$	16,000,000,000	 	 	 	16,000	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Common Units:

	Common Members:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American
International

Reinsurance
Company,
 Ltd.

	 	70 Pine Street

New York, New York

10270
	 	$	9,000,000,000	 	 	$	9,000,000,000	 	 	 	90,000	 






INITIAL SCHEDULE I TO FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC





 









 








     THE PARTY HERETO hereby accepts and, by execution of this counterpart to the Agreement, agrees
to be bound by, all of the terms and conditions of the Agreement and hereby is admitted as a Member
as of December 1, 2009.



	 	 	 	 	 
	 	AS A COMMON MEMBER



AIG LIFE HOLDINGS (INTERNATIONAL) LLC

 	 
	 	By:  	/s/ Kathleen E. Shannon 	 
	 	 	Name:  	Kathleen E. Shannon 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	AGREED AND ACKNOWLEDGED



AIA AURORA LLC

 	 	 
	By:  	/s/ Alain Karaoglan 	 	 
	 	Name:  	Alain Karaoglan 	 	 
	 	Title:  	Secretary 	 	 
	 
	AMERICAN INTERNATIONAL REINSURANCE COMPANY, LTD.

 	 	 
	By:  	/s/ S. George Cubbon 	 	 
	 	Name:  	S. George Cubbon 	 	 
	 	Title:  	President 	 	 
	 
	FEDERAL RESERVE BANK OF NEW YORK

 	 	 
	By:  	/s/ Sarah Dahlgren 	 	 
	 	Name:  	Sarah Dahlgren 	 	 
	 	Title:  	Senior Vice President 	 	 
	 



SIGNATURE PAGE TO 1ST JOINDER TO FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC




 









 









     THE PARTY HERETO hereby accepts and, by execution of this counterpart to the Agreement, agrees
to be bound by, all of the terms and conditions of the Agreement and hereby is admitted as a Member
as of December 1, 2009.



	 	 	 	 	 
	 	AS A COMMON MEMBER



AMERICAN INTERNATIONAL GROUP, INC.

 	 
	 	By:  	/s/ Kathleen E. Shannon 	 
	 	 	Name:  	Kathleen E. Shannon 	 
	 	 	Title:  	Senior Vice President & Secretary 	 
	 



	 	 	 	 	 
	AGREED AND ACKNOWLEDGED



AIA AURORA LLC

 	 	 
	By:  	/s/ Alain Karaoglan 	 	 
	 	Name:  	Alain Karaoglan 	 	 
	 	Title:  	Secretary 	 	 
	 
	AMERICAN INTERNATIONAL REINSURANCE COMPANY, LTD.

 	 	 
	By:  	/s/ S. George Cubbon 	 	 
	 	Name:  	S. George Cubbon 	 	 
	 	Title:  	President 	 	 
	 
	FEDERAL RESERVE BANK OF NEW YORK

 	 	 
	By:  	/s/ Sarah Dahlgren 	 	 
	 	Name:  	Sarah Dahlgren 	 	 
	 	Title:  	Senior Vice President 	 	 
	 



SIGNATURE PAGE TO 2ND JOINDER TO FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC




 









 








SCHEDULE I




LIST OF MEMBERS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Initial Capital	 	Capital	 	 
	Name of Member	 	Address	 	Contribution	 	Accounts	 	Units
	Preferred Members:

	 	 	 	 	 	 	 	 
	 	Preferred Units:

	Federal Reserve
Bank of
 New York

	 	33 Liberty Street

New York, New York

10045-0001
	 	$	16,000,000,000	 	 	$	16,000,000,000	 	 	 	16,000	 
	Common Members:

	 	 	 	 	 	 	 	 	 	 	 	Common
Units:

	American
International

Group, Inc.

	 	70 Pine Street

New York, New York

10270
	 	$	90,000,000	 	 	$	90,000,000	 	 	 	900	 
	American
International

Reinsurance
Company,
 Ltd.

	 	70 Pine Street

New York, New York

10270
	 	$	8,910,000,000	 	 	$	8,910,000,000	 	 	 	89,100	 






FINAL SCHEDULE I TO FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC





 









 








SCHEDULE II




REGULATED SUBSIDIARIES




American International Assurance Company, Limited

AIA Beijing Branch

AIA Guangdong Branch

AIA Shanghai Branch

AIA Shenzhen Branch

AIA Jiangsu Branch Suzhou Central Sub-Branch

AIA Jiangsu Branch

AIA Dongguang Sub-Branch

AIA Foshan Sub-Branch

AIA Jiangmen Sub-Branch

AIA Brunei Branch

AIA Singapore Branch

AIA Thailand Branch

AIG Finance (Taiwan) Co. Ltd.

Ambadevi Mauritius Holding Limited

American International Assurance Bhd

AIA Takaful International Bhd

Foshan Main Forum Real Estate Development Company Ltd.

InsightPlus Innovator Co. Ltd. (f/k/a SAIGE Korea)

Horizon Financial Holdings Pte Ltd.

Horizon Financial Advisers Pte Ltd.

AIG Consulting Services Co. Ltd.

AIA Information Technology (Beijing) Co. Ltd.

AIA Information Technology (Guangzhou) Co. Ltd.

Shanghai B & A Property Management Co., Ltd.

L C Ventura (Tampines) Pte Ltd.

AIA Australia Limited (f/k/a American International Assurance Company (Australia) Limited)

AIA Financial Services Limited

AIA Pension & Trustee Co., Ltd.

AIA Pension & Trustee Co., Ltd. Hong Kong Branch

American International Assurance Company (Trustee) Limited

AIA Corporate Marketing Co. Limited

American International Assurance Company (Bermuda) Limited

AIA(B) Hong Kong Branch

AIA(B) Guam Branch

AIA(B) Korea Branch

AIA(B) Macau Branch

AIA(B) New Zealand Branch

AIA(B) Taiwan Branch (formerly a branch of ALICO Taiwan)

AIA Wealth Management Company Limited (f/k/a AIG Wealth Management Services Limited)




SCHEDULE II TO FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT AIA AURORA LLC




 









 








AIA (Vietnam) Life Insurance Company Limited (f/k/a AIG Life Insurance (Vietnam) Company Limited)

PT. Asta Indah Abadi

PT. AIA Financial (formerly, P.T. AIG Life)

Dana Pensiun Lembaga Keuangan AIA Financial (f/k/a Dana Pensiun Lembaga Keuangan AIG)

The Philippine American Life & General Insurance Company

Philam Equitable Life Assurance Company, Inc.

Philam Insurance Agency and Call Center Services, Inc.

Philam Asset Management, Inc.

Philam Foundation, Inc.

Philam Properties Corporation

18/F Holdings, Inc.

Tower Club, Inc.

Philam Tower Realty Corporation

Kapatiran Realty Corporation

Philamlife Tower Management Corporation




Regional Holdings Limited

Dejo Property Limited

Specialty Enterprises Limited

Intaco Service Co., Ltd.

Rich Development Limited

P.C.-AIA Co., Ltd.

BPI-Philam Life Assurance Corporation

AIA Information Technology (Guangzhou) Co., Ltd. (Shanghai Branch)




SCHEDULE II TO FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT AIA AURORA LLC





 









 








SCHEDULE III




MATERIAL SUBSIDIARIES




AIA Group Limited




American International Assurance Company, Limited




American International Assurance Company (Bermuda) Limited




SCHEDULE III TO FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT AIA AURORA LLC





 









 








SCHEDULE IV




BOARD OF MANAGERS




David Herzog




Brian Schreiber




Alain Karaoglan




SCHEDULE IV TO FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT AIA AURORA LLC




 









 








SCHEDULE V




PERMITTED ACTIONS



The payment by HK Co., acting for AIRCO or its Subsidiaries, to satisfy any liability of AIRCO or
its Subsidiaries (excluding, for the avoidance of doubt, HK Co., AIA and each of their
Subsidiaries) for stamp duty or other transfer taxes out of funds previously transferred to HK Co.
from AIG, in accordance with, and subject to, Section 17.3 of that certain Agreement by and among
AIG, AIRCO and HK Co., dated as of the November 24, 2009.




SCHEDULE V TO FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT AIA HOLDINGS LLC




 









 








SCHEDULE VI




FORM OF

JOINDER AGREEMENT




     The undersigned,                                          (the “Joining Party”), as a condition
precedent to becoming a Member of AIA Aurora LLC, a Delaware limited liability company (the
“Company”) hereby agrees that upon the execution of this Joinder Agreement, the undersigned
shall become a party to that certain Fourth Amended and Restated Limited Liability Company
Agreement of the Company dated as of December 1, 2009 (the “LLC Agreement”) by and among
the Members of the Company and shall be fully bound by, and subject to, all of the covenants, terms
and conditions of the LLC Agreement as though an original party thereto and shall be deemed, and is
hereby admitted as, a Member for all purposes thereof and entitled to all the rights incidental
thereto. Capitalized terms used herein but not otherwise defined shall have the meanings set forth
in the LLC Agreement.



     To the extent the Joining Party became a Member by virtue of its status as a Permitted
Transferee pursuant to Section 8.02 of the LLC Agreement and at any time ceases to qualify
as a Permitted Transferee in relation to the transferring Common Member from which the Joining
Party received such Units, the Joining Party agrees to immediately Transfer any such Units back to
the transferring Common Member.



     To the extent the Joining Party became a Member by virtue of its status as a Permitted
Transferee of the FRBNY pursuant to Section 8.02 of the LLC Agreement, the Joining Party
has entered into a confidentiality agreement with the Company in the form of the Nondisclosure
Agreement or, if not, the Joining Party agrees to be subject to the terms and conditions of the
Nondisclosure Agreement as if the Joining Party were the FRBNY.



     This Joinder Agreement shall take effect and shall become an integral part of the LLC
Agreement immediately upon execution and delivery to the Company of this Joinder Agreement.



     This Joinder Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware (without giving effect to any provision thereof relating to conflicts of laws).



     IN WITNESS WHEREOF, this JOINDER AGREEMENT has been duly executed by or on behalf of the
undersigned as of the date below written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	[For Entities]	 	 	 	 	 	[For Individuals]	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:
	 	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	Address:
	 	 
	 	 
	 

	 	Title:	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	
 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 
	 	 	 	 	 	 	 	 	 	 






SCHEDULE VI TO FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT AIA AURORA LLC