IN RESPECT OF
THE SHARES NOT YET DELIVERED, PAYMENT OF WHICH ALSO SHALL BE MADE AT THE SAME
TIME AS FOR DSUS IN ACCORDANCE WITH PARAGRAPH 3.
5.
NON-TRANSFERABILITY.
EXCEPT AS MAY OTHERWISE BE PROVIDED IN
THIS PARAGRAPH OR AS OTHERWISE MAY BE PROVIDED BY THE BOARD, THE LIMITATIONS SET
FORTH IN SECTION 4.6 OF THE PLAN SHALL APPLY.
ANY ASSIGNMENT IN VIOLATION OF
THE PROVISIONS OF THIS PARAGRAPH 5 SHALL BE VOID.
THE BOARD MAY ADOPT
PROCEDURES PURSUANT TO WHICH YOU MAY TRANSFER SOME OR ALL OF YOUR DSUS THROUGH A
GIFT FOR NO CONSIDERATION TO ANY CHILD, STEPCHILD, GRANDCHILD, PARENT,
STEPPARENT, GRANDPARENT, SPOUSE, SIBLING, NIECE, NEPHEW, MOTHER-IN-LAW,
FATHER-IN-LAW, SON-IN-LAW, DAUGHTER-IN-LAW, BROTHER-IN-LAW OR SISTER-IN-LAW,
INCLUDING ADOPTIVE RELATIONSHIPS, ANY PERSON SHARING THE RECIPIENT'S HOUSEHOLD
(OTHER THAN A TENANT OR EMPLOYEE), A TRUST IN WHICH THESE PERSONS HAVE MORE THAN
50% OF THE BENEFICIAL INTEREST, AND ANY OTHER ENTITY IN WHICH THESE PERSONS (OR
THE RECIPIENT) OWN MORE THAN 50% OF THE VOTING INTERESTS.
-2-
6.
WITHHOLDING, CONSENTS AND LEGENDS.
(A)
THE DELIVERY OF SHARES IS CONDITIONED ON YOUR SATISFACTION OF
ANY APPLICABLE WITHHOLDING TAXES IN ACCORDANCE WITH SECTION 4.2 OF THE PLAN.
(B)
YOUR RIGHTS IN RESPECT OF THE DSUS ARE CONDITIONED ON THE
RECEIPT TO THE FULL SATISFACTION OF THE BOARD OF ANY REQUIRED CONSENTS (AS
DEFINED IN SECTION 4.3 OF THE PLAN) THAT THE BOARD MAY DETERMINE TO BE NECESSARY
OR ADVISABLE; PROVIDED
THAT IF SUCH CONSENT HAS NOT BEEN SO EFFECTED OR
OBTAINED AS OF THE LATEST DATE PROVIDED BY THIS AWARD AGREEMENT FOR THE DELIVERY
OF SHARES (OR SECURITIES OR OTHER PROPERTY) IN RESPECT OF ANY DSUS AND FURTHER
DELAY OF DELIVERY IS NOT PERMITTED IN ACCORDANCE WITH THE REQUIREMENTS OF
SECTION 409A, SUCH DSUS WILL BE FORFEITED AND TERMINATE NOTWITHSTANDING ANY
PRIOR VESTING.
(C)
AIG MAY AFFIX TO CERTIFICATES REPRESENTING SHARES ISSUED
PURSUANT TO THIS AWARD AGREEMENT ANY LEGEND THAT THE BOARD DETERMINES TO BE
NECESSARY OR ADVISABLE.
AIG MAY ADVISE THE TRANSFER AGENT TO PLACE A STOP ORDER
AGAINST ANY LEGENDED SHARES.
7.
SECTION 409A.
(A)
DSUS AWARDED UNDER THIS AWARD AGREEMENT ARE INTENDED TO BE
"DEFERRED COMPENSATION" SUBJECT TO SECTION 409A OF THE CODE, INCLUDING ANY
AMENDMENTS OR SUCCESSOR PROVISIONS TO THAT SECTION, AND ANY REGULATIONS AND
OTHER ADMINISTRATIVE GUIDANCE THEREUNDER, IN EACH CASE AS THEY MAY BE FROM TIME
TO TIME AMENDED OR INTERPRETED THROUGH FURTHER ADMINISTRATIVE GUIDANCE ("SECTION
409A"), AND THIS AWARD AGREEMENT IS INTENDED TO, AND SHALL BE INTERPRETED,
ADMINISTERED AND CONSTRUED TO, COMPLY WITH SECTION 409A WITH RESPECT TO THE
DSUS.
THE BOARD SHALL HAVE FULL AUTHORITY TO GIVE EFFECT TO THE INTENT OF THIS
PARAGRAPH 7(A).
TO THE EXTENT NECESSARY TO GIVE EFFECT TO THIS INTENT, IN THE
CASE OF ANY CONFLICT OR POTENTIAL INCONSISTENCY BETWEEN THE PROVISIONS OF THIS
AWARD AGREEMENT AND THE PROVISIONS OF THE PLAN, THE PLAN SHALL GOVERN.
(B)
WITHOUT LIMITING THE GENERALITY OF PARAGRAPH 7(A), (I)
REFERENCES TO YOUR CEASING TO PROVIDE SERVICES TO THE COMPANY WITH RESPECT TO
THE DSUS SHALL