Exhibit 10(2)


 


AMERICAN
INTERNATIONAL GROUP, INC.

RELEASE AND RESTRICTIVE COVENANT AGREEMENT


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


Each
term defined in the American International Group, Inc. 2012 Executive Severance
Plan (the “Plan”) has the same
meaning when used in this Agreement. 


In addition, each term defined in the American
International Group, Inc. Executive Severance Plan (the “Old Plan”) has the same meaning when used in sections of
this Agreement discussing the Old Plan.


I.                    
Termination
of Employment


The
Employee’s employment with the Company and each of its subsidiaries and
controlled affiliates (collectively “AIG”) shall terminate on a date to
be determined between October 31, 2014 and December 31, 2014 (the “Termination
Date”) and, as of that date, the Employee shall cease performing the
Employee’s employment duties and responsibilities for AIG and shall no longer
report to work for AIG.  The Termination Date will be documented in a written letter
to the Company in the form attached hereto as Exhibit A no less than seven
calendar days prior to the Termination Date.  In the event no such letter is
issued, the Termination Date will be December 31, 2014.  For purposes of this
Agreement, the term “controlled affiliates” means an entity of which the
Company directly or indirectly owns or controls a majority of the voting
shares.


II.                  
Severance 


Contingent
on Employee’s execution of this Agreement within 21 days and Employee’s
execution of a Supplemental Release (as defined herein in Section XII.E) within
21 days after the Termination Date but in no event earlier than the Termination
Date,  Employee
shall receive a lump sum severance payment in the gross amount of $6,520,000,
less applicable tax withholdings paid out in a lump sum as soon as practicable following
the Effective Date of the Supplemental Agreement but in no event later than
March 15th of the year immediately following the Termination Year in
accordance with Section IV.C of the Plan.  


The
Employee shall also receive a prorated annual short-term incentive bonus for
the Termination Year calculated in accordance with Section IV.B(1)(b) of
the Plan and payable when such incentives are regularly paid to
similarly-situated active employees, 50% in the first
quarter of the year following the performance year and 50% following the
anniversary of the award.  As required by the US Tax Code, the first short-term
incentive bonus payment will be reduced by the FICA
and Medicare withholdings required in connection with the whole short-term
incentive bonus.   The Employee
shall also receive the second tranche of Employee’s annual short-term incentive
award for 2013 in the amount of $1,900,000, less applicable withholdings,
payable when such short-term incentive awards are regularly paid to
similarly-situated active employees, on the 







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anniversary of the award.  Any bonus or incentive
compensation paid to Employee is subject to the AIG Clawback Policy as may be
amended from time to time.  


The
Employee shall also be paid accrued wages, reimbursed expenses, and any accrued,
unused paid time off (“PTO”) as of the Termination Date.  The Employee shall not accrue any PTO after the Termination
Date.


III.     Deferred
Compensation Plans


A.       SICO
Plans 


The Employee has been a
participant in the Starr International Company, Inc. (“SICO”) Deferred
Compensation Profit Participation Plans (the “SICO Plans”).  The SICO Plans
mature two years from the inception of such plan (the “Maturity Date”).  On the
Maturity Date, a certain number of shares of AIG Common Stock were set aside
for the Employee in accordance with the terms thereof (with respect to the SICO
plans, the total set aside shares which the Employee would have received at
final distribution is a total of 5,760; hereinafter the “SICO AIG Shares.”)  


The provisions
of the SICO Plans normally would deny the Employee any right to the shares set
aside for the Employee if the Employee’s employment were to terminate prior to
age 65.  Nevertheless, in consideration of the Employee’s service to the
Company and its affiliates and the Employee’s compliance with the provisions in
this Agreement, the Company will recommend to the Compensation and Management
Resources Committee (the “CMRC”) the reinstatement of the Employee’s contingent
rights to the SICO AIG Shares.  This agreement and recommendation are subject
to the conditions that:


a.         Promptly
after the Termination Date the Employee shall have requested the Board of
Directors of SICO in writing to reinstate the Employee’s contingent rights to
the SICO AIG Shares set aside for the Employee under the SICO Plans, it being
understood that payment of such Shares shall be subject to the Employee having
satisfied the conditions set forth in sub-Sections III.A.b through d below.  If
and when the Employee receives a letter from SICO regarding the continued
set-aside of the SICO AIG Shares, the Employee must promptly forward a copy of
that letter to AIG’s Vice President - Global Compensation and Benefits.


b.         During
the Employee’s employment with AIG and until the Employee reaches the age of
65, the Employee shall not, without the prior written consent of the Company,
have performed any services for any person other than AIG if such services, in
the sole discretion of the CMRC, upon the recommendation of the Chief Executive
Officer of the Company, may be deemed to be in competition with the Company,
its subsidiaries or its affiliates (collectively, the “AIG Family”);


c.           During
the Employee’s employment with AIG and thereafter until the Employee reaches
the age of 65, the Employee shall not have performed any acts which could be
considered by the Compensation Committee, upon the recommendation of the Chief
Executive Officer of the Company, to be detrimental to the name, reputation or
interest of a member of the AIG Family, including, but not limited to, the 







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inducement of any other person to leave the employ of a
member of the AIG Family, or the inducement of any person placing insurance or
reinsurance with a member of the AIG Family or purchasing any other product or
service from a member of the AIG Family to transfer such business to a person
or entity unrelated to the AIG Family; and


d.         The
CMRC, as constituted at the time the Employee reaches the age of 65, shall have
reviewed the Employee’s performance with respect to the conditions set forth in
preceding sub-Sections III.A.a through c and determined that the Employee
satisfied such conditions, and thereafter the Employee shall have so advised
SICO and requested SICO to pay the SICO AIG Shares payable under the SICO
Plans.  The Company agrees that it shall use its best efforts to cause the
review of the Employee’s performance referred to in this sub-Section III.A. d
to be completed (and the determination of the CMRC communicated to the Employee
in writing) within four months after the Employee reaches the age of 65.


            If
the conditions stated in sub-Sections III.A.a through d above are fully satisfied
and SICO fails to pay to the Employee the SICO AIG Shares (plus any shares attributable
to stock splits or stock dividends paid prior to the payment of the SICO AIG
Shares to the Employee) in accordance with the elections made by the Employee,
the Company will pay any such unpaid shares or a cash equivalent valued as of
the date Employee was originally scheduled to receive distribution of the
shares to the Employee within six months from SICO’s failure to pay, provided
that the Employee (or the Employee’s estate if the Employee is deceased)
assigns to the Company any rights or claims that the Employee may have to any
such unpaid shares from SICO or any other entity or person; in addition, the
Company shall be subrogated to the rights of the Employee against SICO or any
entity or person with respect to the unpaid shares and the Employee must take
such steps as the Company may reasonably request to implement such
subrogation.  Such amounts shall be payable in the form of shares or the cash
equivalent issued to the Employee within the same taxable year that the
Employee elected such amounts to be distributed to the Employee or, if later,
by the 15th day of the third calendar month following such date, as
the Company, in its sole discretion, may decide.


            In
the event of the Employee’s death prior to age 65, the Employee’s estate would receive
the SICO AIG Shares provided that the Employee satisfied the conditions
described in sub-Sections III.A.a through c above (as determined by the CMRC)
until the date of the Employee’s death.  No cash dividends or other property
rights pertaining to the SICO AIG Shares (other than the stock splits or stock
dividends described above) will accrue or accumulate to the Employee or the
Employee’s estate’s benefit during the period prior to the Employee’s receipt
of such shares in accordance with the terms of this Agreement.  If the Employee
is contemplating undertaking an activity and requests guidance from the Company
regarding whether that activity would be compliant with the provisions of
sub-Sections III.A.b and c above, the Employee should send that request, in
writing, to Peter Hancock.  The Company will respond to that request, in
writing, within twenty-one (21) days after the receipt of the Employee’s
written request.  


B.       Long
Term Incentive Plans


For
purposes of the AIG Long Term Incentive Plan (“LTIP”), Employee’s termination
will be considered a termination without Cause (as defined in the LTIP) as of
the 







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Termination Date, and Employee shall retain any
rights that Employee may have under the LTIP for payment of awards under a
termination without Cause. 


Employee was approved
for a grant under the 2013 AIG LTIP of Performance Share Units (“PSUs”). Under
the termination rules of the 2013 AIG LTIP, if a participant is terminated
without Cause, the grant will immediately vest.  After the end of the 2013-2015
performance period, the CMRC will approve an earnout percentage (between
0-150%) that applies to the grant made to each participant. The final
performance percentage approved by the CMRC will be applied to Employee’s
target grant.  Employee’s performance-adjusted PSUs will be delivered in three
tranches, in AIG stock (although the Company reserves the right to pay in
cash), at the normal delivery dates, in accordance with the terms of the LTIP.


Employee was approved
for a 2014 LTI grant under the 2013 AIG LTIP of PSUs. After the end of the
2014-2016 performance period, the CMRC will approve an earnout percentage
(between 0-150%) that applies to the grant made to each participant. The final
performance percentage approved by the CMRC will be applied to Employee’s
target grant.  Employee’s performance-adjusted PSUs will be delivered in three
tranches, in AIG stock (although the Company reserves the right to pay in
cash), at the normal delivery dates, in accordance with the terms of the LTIP.


As required by the US Tax
Code, the next scheduled LTIP award payout for each LTIP grant, if any, will be
reduced by the FICA and Medicare withholdings required in connection with all
remaining awards under that particular LTIP grant.   Any long term
incentive compensation paid to Employee is subject to the AIG Clawback Policy
as amended from time to time.    


 


C.       TARP
RSUs


 


Provided
Employee remains employed by AIG on December 19, 2014, the Employee will be
eligible to receive delivery of 26,610 vested TARP Restricted Stock Units
(“TARP RSUs”) under the terms and conditions of the 2011 TARP RSU grant, which
are scheduled to be valued in December 2014 and will be settled in cash, net of
applicable income taxes, as soon as administratively practicable thereafter. 
If Employee’s employment terminates before December 19, 2014, the Company will
recommend to the CMRC that the CMRC approve the waiver of the condition that
the Employee be employed on the Scheduled Vesting Date, i.e. the third
anniversary of the Date of Grant, in order to vest in the TARP RSUs that are
unvested as of the Termination Date.  If the CMRC approves this waiver, the
TARP RSUs shall be deemed to vest on the Scheduled Vesting Date subject to the
terms and conditions of the 2011 TARP RSU Award Agreement, and the Employee
will be eligible to receive delivery of the vested TARP RSUs under the terms
and conditions of the 2011 TARP RSU grant.


 


Provided
Employee remains employed by AIG on December 17, 2014, the Employee will be
eligible to receive delivery of 17,024 vested TARP RSUs under the terms and
conditions of the 2012 TARP RSU grant (the first 50% of the Employee’s 2012
TARP RSUs), which are scheduled to be valued in December 2014 and will be
settled in cash, net of applicable income taxes, as soon as administratively
practicable thereafter.  With regard to the second 50% of the Employee’s 2012
TARP RSUs, provided Employee remains employed by AIG on December 17, 2014, the
Company will recommend to the CMRC that the CMRC approve the waiver of the
condition that the Employee be employed on the Scheduled 







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Vesting
Date, i.e. the third anniversary of the Date of Grant, in order to vest in the
TARP RSUs that are unvested as of the Termination Date.  If the CMRC approves
this waiver, the TARP RSUs shall be deemed to vest on the Scheduled Vesting
Date subject to the terms and conditions of the 2012 TARP RSU Award Agreement,
and the Employee will be eligible to receive delivery of 17,024 vested TARP
RSUs under the terms and conditions of the 2012 TARP RSU grant, which are
scheduled to be valued in December 2015 and will be settled in cash, net of
applicable income taxes, as soon as administratively practicable thereafter. If
Employee’s employment terminates before December 17, 2014, the Employee’s 2012
TARP RSUs will not vest and will, therefore, be forfeited under the terms and
conditions of such grants and plans.


 


          D       Stock
Salary Grants


 


The Employee
will be eligible to continue to receive delivery of restricted stock units of
American International Group, Inc. (“RSUs”) under the terms and conditions of
the 2011 and 2012 Top 25 Stock Salary grants.  


 


     E.      Enforcement


 


The Employee
agrees that if the Employee fails to materially fulfill the Employee’s duties
under Sections VI and X below, the Employee will forfeit the right to receive
any of the payments or benefit enhancements set forth in this Section III that
the Employee would not otherwise be entitled to receive under the terms and
conditions of the Plan (and the Company shall be entitled to immediately cease
paying any such amounts remaining due or providing such any benefits to the
Employee pursuant to this Section III) and, to the extent that any such
payments already have been made to the Employee or benefit enhancements already
implemented at or prior to the time of the Employee’s failure to satisfy any
such condition, the Employee must immediately return to the Company all such sums
already paid to the Employee.


F.       Withholdings


All payments
(whether in cash, shares or otherwise) provided for under Section III of this
Agreement are subject to applicable tax withholdings.


IV.                
Other
Benefits


Nothing
in this Agreement modifies or affects any of the terms of any benefit plans or
programs (defined as medical, life, pension and 401(k) plans or programs and
including, without limitation, the Company’s right to alter the terms of such
plans or programs).  No further deductions or employer matching contributions
shall be made on behalf of the Employee to the Incentive Savings Plan (“ISP”)
as of the last day of the pay period in which the Termination Date occurs.  


The
Employee shall no longer participate or be eligible for coverage under the
Short-Term and Long-Term Disability programs, and the ISP.  After the
Termination Date, the Employee may decide, under the ISP, whether to elect a
rollover or distribution of the Employee’s account balance or to keep the
account balance in the ISP.  The Employee has amounts that remain deferred
under the Executive Deferred Compensation Plan (“EDCP”) as of the
Termination Date.  A distribution because of termination of employment of the
Employee’s account balance under the EDCP will be paid after Termination Date pursuant








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to the terms of the EDCP and
because the Employee is a Specified Employee under Section 409A of the Internal
Revenue Code, the payment of the amounts deferred under the EDCP will be
subject to a six-month delay following the Employee’s Termination Date.   


As
set forth in Section IV.D of the Plan, the Employee shall be entitled to
continued health insurance coverage under COBRA for a period in accordance with
the requirements under COBRA unless the Employee is or becomes ineligible under
the provisions of COBRA for continuing coverage.  The Employee shall be solely
responsible for paying the full cost of the monthly premiums for COBRA
coverage.  In addition, the Employee shall be entitled to one (1) year of
additional service credit and credit for additional age solely for purposes of
determining the Employee’s eligibility to participate in any Company Retiree
Medical program and, if eligible, may choose to participate in such Company
Retiree Medical program as of the Termination Date at the applicable rate or
pay for COBRA coverage.  The Employee shall also be entitled to a Supplemental
Health & Life Payment of $40,000 which may, among other things, be payable
towards COBRA and life insurance coverage after the Termination Date.


Employee’s
accrued benefit under American International Group, Inc. Non-Qualified
Retirement Income Plan (the “Non-Qual Plan”) is vested and shall commence [at
the time set forth in the Non-Qual Plan] in accordance with the Non-Qual Plan’s
terms.  As a point of clarity, because Employee is a Specified Employee under
Section 409A of the Internal Revenue Code, the payment of the amounts accrued
under the Non-Qual Plan will be subject to a six-month delay following the
Employee’s Termination Date. The Company agrees to recommend to the CMRC that
the CMRC approve the payment of a Supplemental Retirement Income benefit in
accordance with Section 4.2 of the American International Group, Inc.
Supplemental Executive Retirement Plan (“SERP”).  Any payments under the SERP
shall commence at the time specified in the SERP documents.  As a point of
clarity, because
Employee is a Specified Employee under Section 409A of the Internal Revenue
Code, the payment of the amounts accrued under the SERP will be subject to a
six-month delay following the Employee’s Termination Date.


The
Company agrees to provide outplacement services to Employee with Challenger
Gray and Christmas in accordance with the terms of the contract between the
Company and Challenger Gray and Christmas.  However, such services shall
commence only at the request of Employee to Challenger Gray and Christmas no
earlier than fifteen (15) days of, and no later than ninety (90) days after,
the later of (i) the Effective Date (as defined below) of this Agreement and
Release and (ii) the Company’s receipt of this Agreement and Release executed
by Employee.  


Except
as set forth in this Agreement and Sections IV.D and E of the Plan there are no
other payments or benefits due to the Employee from the Company.  The Employee
acknowledges and agrees that the Company has made no representations to the
Employee as to the applicability of Code section 409A to any of the payments or
benefits provided to the Employee pursuant to the Plan or this Agreement.


V.                  
Release
of Claims


In
consideration of the payments and benefits described in Section IV of
the Plan and Section II and III of this Agreement, to which the Employee agrees
the Employee is not entitled until and unless the Employee executes this
Agreement and executes the Supplemental Release in accordance with Section
XII.E of the Agreement, the Employee, for and on behalf of the Employee and the
Employee’s heirs and assigns, subject to the 







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following
two sentences hereof, agrees to all the terms and conditions of this Agreement
and hereby waives and releases any common law, statutory or other complaints,
claims, charges or causes of action of any kind whatsoever, both known and
unknown, in law or in equity, which the Employee ever had, now has or may have against
AIG and its shareholders (other than C.V. Starr & Co., Inc. and Starr
International Company, Inc.), successors, assigns, directors, officers,
partners, members, employees, agents or the Plan (collectively, the “Releasees”),
including, without limitation, any complaint, charge or cause of action arising
under federal, state or local laws pertaining to employment, including the Age
Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits
discrimination on the basis of age), the National Labor Relations Act, the
Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title
VII of the Civil Rights Act of 1964, all as amended; and all other federal,
state, local and foreign laws and regulations.  By signing this Agreement, the
Employee acknowledges that the Employee intends to waive and release any rights
known or unknown that the Employee may have against the Releasees under these
and any other laws; provided  that  the Employee does not waive or
release claims with respect to the right to enforce the Employee’s rights under
this Agreement or with respect to any rights to indemnification under the
Company’s Charter, by-laws, other agreement or plan or at law, or rights to
directors and officers liability insurance coverage (the “Unreleased
Claims”).  In addition, the Employee waives any claim to reinstatement or
re-employment with AIG, the Employee shall not seek or accept employment with
AIG after the Termination Date, and the Employee agrees not to bring any claim
based upon the failure or refusal of AIG to employ the Employee hereafter.  Nothing
herein modifies or affects any vested rights that Employee may have under any
applicable retirement plan, 401(k) plan, incentive plan, or deferred
compensation plan; nor does this Agreement and Release confer any such rights,
which are governed by the terms of the respective plans (and any agreements
under such plans).


VI.                
Proceedings 


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


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


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


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


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









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


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


VII.              
Time
to Consider


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


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


VIII.            
Revocation 


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


IX.                
No
Admission


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


X.                  
Restrictive
Covenants


A.         Non-Solicitation/Non-Competition


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









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1. 
During the period commencing on the Employee’s Termination Date and ending on
the one-year anniversary of such date (the “Restricted Period”), the
Employee shall not, directly or indirectly, without AIG’s written consent,
hire, solicit or encourage to cease to work with AIG any employee, consultant
or third-party service providers of AIG, provided that the foregoing shall not
be violated by general advertising not targeted at the foregoing nor
solicitation or hiring of consultants or third-party service providers who
provide services to multiple entities. 


2. 
During the period commencing on the Employee’s Termination Date and ending on
the six-month anniversary of such date, the Employee shall not, directly or
indirectly:


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


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


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


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


3.
 For purposes of this Section X, a “Competitive Business” means, as of any
date, including during the Restricted Period, any person or entity (including
any joint venture, partnership, firm, corporation or limited liability company)
that engages in or proposes to engage in the following activities in any
geographical area in which AIG does such business: 


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


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


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


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


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


Notwithstanding
the foregoing, a Competitive Business shall not include any private equity,
hedge fund or other investment business that (x) has no material involvement in
activities in areas (a) through (c) above; (y) acts as an investment-only
sub-advisor to mutual funds or separate accounts; and (z) is not engaged in
the  distribution of retail mutual fund business involving any rules-based
funds similar to AIG’s Focused Dividend or International Dividend Strategy
funds.









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4. 
Notwithstanding anything to the contrary in this Agreement, the Employee may
directly or indirectly, own, solely as an investment, securities of any person
engaged in the business of AIG which are publicly traded on a national or
regional stock exchange or on the over-the-counter market if the Employee (a)
is not a controlling person of, or a member of a group which controls, such
person and (b) does not, directly or indirectly, own one percent or more of any
class of securities of such person.


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


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


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


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


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


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


B.         Nondisparagement 


The Employee agrees (whether during or
after the Employee’s employment with AIG) not to issue, circulate, publish or
utter any false disparaging statements, remarks or rumors about AIG or the
officers, directors or managers of AIG.  Nothing herein shall prevent Employee
from making or publishing any truthful statement (a) when required by law,
subpoena or court order, (b) in the course of any legal, arbitral or regulatory
proceeding, (c) to any governmental authority, regulatory agency or
self-regulatory organziation, or (d) in connection with any investigation by
the AIG Group.  The Company agrees to instruct the section 16 officers of AIG
in writing that (i) they are not to discuss Employee with any individual who is
not employed by AIG, unless required by law or pursuant to any regulatory
obligations or requests; and (ii) they may discuss Employee with employees of
AIG and with the attorneys or tax advisors of AIG to the extent reasonably
necessary in the ordinary course of business.









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C.         Code of
Conduct


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


D.         Confidentiality/Company
Property


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


(a)
Promptly notify AIG of such order; 


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


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


Upon
the Termination Date the Employee shall return AIG property, including, without
limitation, files, records, disks and any media containing Confidential
Information or Personal Information, but may retain his rolodex and other
address books to the extent they contain contact information only. For purposes
of this Section X.D: 


“Confidential
Information” shall mean information concerning the financial data,
strategic business plans, product development (or other proprietary product
data), customer lists, marketing plans and other, proprietary and confidential
information 







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relating to the business of AIG or
customers, that, in any case, is not otherwise available to the public (other
than by the Employee’s breach of the terms hereof).  


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


E.         Developments


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


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


F.         Cooperation


The
Employee agrees that up to the Termination Date he shall in good faith assist
AIG in the transition of his job duties as reasonably requested by AIG.  The Employee
agrees (whether during or after the Employee’s employment with AIG) to
cooperate with regard to matters related to Employee’s employment with AIG:


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


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


This
cooperation shall include, without limitation, the following: 


(x)
To meet and confer, at a time mutually convenient to the Employee and AIG, with
AIG’s designated in-house or outside attorneys for trial preparation purposes,
including answering questions, explaining factual situations, preparing to
testify, or appearing for deposition; 









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


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


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


XI.                
Enforcement
and Clawback


If
(a) at any time the Employee breaches Section VI, (b) within one (1) year of
the expiration of any restrictive covenant described in Sections X.A, B 
or D  of this Agreement, AIG determines that the Employee materially
breached such restrictive covenant or (c) within one year of the first payment
date for any Severance benefit due under the terms of the Plan, AIG determines
that grounds existed, on or prior to the Termination Date, including prior to
the Effective Date of the Plan, for AIG to terminate the Employee’s employment
for Cause, then: (x) no further payments or benefits shall be due to the
Employee under this Agreement and/or the Plan; and (y) the Employee shall be
obligated to repay to AIG, immediately and in a cash lump sum, the amount of
any Severance benefits (other than any amounts received by the Employee under Section
IV.D through F of the Plan) previously received by the Employee
under this Agreement and/or the Plan (which shall, for the avoidance of doubt,
be calculated on a pre-tax basis); provided  that the Employee shall in
all events be entitled to receive accrued wages and expense reimbursement and
accrued but unused vacation pay as set forth in Section IV.A of the
Plan.  


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


XII.              
General
Provisions


A.          
No
Waiver; Severability


A
failure of the Company or any of the Releasees to insist on strict compliance
with any provision of this Agreement shall not be deemed a waiver of such
provision or any other provision hereof.  If any provision of this Agreement is
determined to be so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is 







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enforceable, and
in the event that any provision is determined to be entirely unenforceable,
such provision shall be deemed severable, such that all other provisions of
this Agreement shall remain valid and binding upon the Employee and the
Releasees. 


B.          
Governing
Law


TO
THE EXTENT THAT U.S. FEDERAL LAW DOES NOT APPLY, THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE,
WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS
PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY
LAW OTHER THAN THAT OF THE STATE OF NEW YORK.  THE
EMPLOYEE CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS
IN NEW YORK.


C.          
Entire
Agreement/Counterparts


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


D.          
Notice 


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


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


If to the
Company, to: 


American
International Group, Inc.

80 Pine Street, 13th floor

New York, NY 10005 

Fax: 877-481-4969


Attn:
Annette Bernstein, Esq.


 


            E.      Supplemental
Release  


 









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            The Employee will execute
a supplemental release agreement with the Company in the form attached at
Exhibit B (the "Supplemental Release") within 21 days after the
Termination Date but in no event earlier than the Termination Date.  If the
Supplemental Release is not executed by the Employee within such time period or
if the Employee revokes the Supplemental Release, the Employee will be deemed
to have failed to comply with his obligations under this Agreement and will not
be entitled to receive the payments and benefits described in Section II and
Section III of this Agreement.


 












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


 


Jay Wintrob


 


By:   /s/
Jay S. Wintrob_____________

Name: Jay S. Wintrob       Date: 9-18-14

Title: Executive Vice President – Life & Retirement


      American
International Group, Inc.


 


AMERICAN
INTERNATIONAL GROUP, INC.


 


By:   /s/
Jeffrey J. Hurd______________

Name: Jeffrey J. Hurd       Date: 9/18/14

Title: Executive Vice President


                  American
International Group, Inc.
















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EXHIBIT A


 


[DATE]


VIA FIRST
CLASS MAIL AND ELECTRONIC MAIL


Jeffrey Hurd

American International Group, Inc.

175 Water Street, 30th floor

New York, NY 10038


Dear Mr. Hurd:


I have been
informed that the termination of my employment will be treated as a Covered
Termination as defined in the American International Group, Inc. Executive
Severance Plan.  In accordance with the Release and Restrictive Covenant
Agreement I executed on September __, 2014, this letter documents that my
employment will terminate on ______________ (the “Termination Date”) and, as of
that date, I shall cease performing my employment duties and responsibilities
for AIG and shall no longer report to work for AIG.  


Signed,


 


Jay Wintrob


 
















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EXHIBIT B


AMERICAN
INTERNATIONAL GROUP, INC.

SUPPLEMENTAL RELEASE AGREEMENT


This
Supplemental Release Agreement (the “Supplemental  Agreement”) is
entered into by and between Jay Wintrob (the “Employee”) and American
International Group, Inc., a Delaware Corporation (the “Company”).  


I.       Release   


In
consideration of the payments and benefits described in Section IV of
the Plan and Section II and III of the Release and Restrictive Covenant Agreement
entered into by and between Jay Wintrob (the “Employee”) and American
International Group, Inc., a Delaware Corporation (the “Company”) (the “Agreement”),
to which the Employee agrees the Employee is not entitled until and unless the
Employee executes this Supplemental Agreement, the Employee, for and on behalf
of the Employee and the Employee’s heirs and assigns, subject to the following
two sentences hereof, agrees to all the terms and conditions of this Supplemental
Agreement and the Agreement and hereby waives and releases any common law,
statutory or other complaints, claims, charges or causes of action of any kind
whatsoever, both known and unknown, in law or in equity, which the Employee
ever had, now has or may have against AIG and its shareholders (other than C.V.
Starr & Co., Inc. and Starr International Company, Inc.), successors,
assigns, directors, officers, partners, members, employees, agents or the Plan
(collectively, the “Releasees”), including, without limitation, any
complaint, charge or cause of action arising under federal, state or local laws
pertaining to employment, including the Age Discrimination in Employment Act of
1967 (“ADEA,” a law which prohibits discrimination on the basis of age),
the National Labor Relations Act, the Civil Rights Act of 1991, the Americans
With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all
as amended; and all other federal, state, local and foreign laws and
regulations.  By signing this Agreement, the Employee acknowledges that the
Employee intends to waive and release any rights known or unknown that the
Employee may have against the Releasees under these and any other laws; provided 
that  the Employee does not waive or release claims with respect to the
right to enforce the Employee’s rights under this Agreement or with respect to
any rights to indemnification under the Company’s Charter by-laws, other
agreement or plan or at law, or rights to directors and officers liability
insurance coverage (the “Unreleased Claims”).  Nothing herein modifies
or affects any vested rights that Employee may have under any applicable
retirement plan, 401(k) plan, incentive plan, or deferred compensation plan;
nor does this Agreement and Release confer any such rights, which are governed
by the terms of the respective plans (and any agreements under such plans).


II.      Time to Consider


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


THE
EMPLOYEE FURTHER ACKNOWLEDGES THAT THE EMPLOYEE HAS READ THIS SUPPLEMENTAL AGREEMENT
CAREFULLY, HAS BEEN ADVISED BY THE 







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


III.     Revocation


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



IV.     General
Provisions


A.       Governing
Law


TO
THE EXTENT THAT U.S. FEDERAL LAW DOES NOT APPLY, THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE,
WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS
OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER
THAN THAT OF THE STATE OF NEW YORK.  THE EMPLOYEE
CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN NEW
YORK.


B.       Entire
Agreement/Counterparts


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


 


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


 









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Jay
Wintrob


 


By:   ______________________________

Name:                 Date:

Title:


 


AMERICAN
INTERNATIONAL GROUP, INC.


 


By:       ______________________________

Name:             Date:

Title:


 











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