YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THIS
AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO
PARAGRAPH 15(A) OF THIS AWARD AGREEMENT. THIS INCLUDES ANY SUIT, ACTION OR
PROCEEDING TO COMPEL ARBITRATION OR TO ENFORCE AN ARBITRATION AWARD. AIG AND YOU
ACKNOWLEDGE THAT THE FORUM DESIGNATED BY THIS PARAGRAPH 15(B) HAS A REASONABLE
RELATION TO THIS AWARD AGREEMENT AND TO YOUR RELATIONSHIP WITH AIG.
NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL PRECLUDE AIG FROM BRINGING
ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER COURT FOR THE PURPOSE OF ENFORCING
THE PROVISIONS OF THIS PARAGRAPH 15.
(C)
THE AGREEMENT BY YOU AND AIG AS TO FORUM IS INDEPENDENT OF THE LAW
THAT MAY BE APPLIED IN THE ACTION, SUIT OR PROCEEDING AND YOU AND AIG AGREE TO
SUCH FORUM EVEN IF THE FORUM MAY UNDER APPLICABLE LAW CHOOSE TO APPLY NON-FORUM
LAW. YOU AND AIG HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY OBJECTION WHICH YOU OR AIG NOW OR HEREAFTER MAY HAVE TO PERSONAL
JURISDICTION OR TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN
ANY COURT REFERRED TO IN PARAGRAPH 15(B). YOU AND AIG UNDERTAKE NOT TO COMMENCE
ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THIS
AWARD AGREEMENT IN ANY FORUM OTHER THAN A FORUM DESCRIBED IN THIS PARAGRAPH 15.
YOU AND (SUBJECT TO THE LAST SENTENCE OF PARAGRAPH 15(B)) AIG AGREE THAT, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, A FINAL AND NON-APPEALABLE JUDGMENT
IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND
BINDING UPON YOU AND AIG.
(D)
YOU IRREVOCABLY APPOINT THE SECRETARY OF AIG AS YOUR AGENT FOR
SERVICE OF PROCESS IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING ARISING OUT
OF OR RELATING TO OR CONCERNING THIS AWARD AGREEMENT WHICH IS NOT ARBITRATED
PURSUANT TO THE PROVISIONS OF PARAGRAPH 15(A), WHO SHALL PROMPTLY ADVISE YOU OF
ANY SUCH SERVICE OF PROCESS.
(E)
YOU HEREBY AGREE TO KEEP CONFIDENTIAL THE EXISTENCE OF, AND ANY
INFORMATION CONCERNING, A DISPUTE DESCRIBED IN THIS PARAGRAPH 15, EXCEPT THAT
YOU MAY DISCLOSE INFORMATION CONCERNING SUCH DISPUTE TO THE ARBITRATOR OR COURT
THAT IS CONSIDERING SUCH DISPUTE OR TO YOUR LEGAL COUNSEL (PROVIDED THAT SUCH
COUNSEL AGREES NOT TO DISCLOSE ANY SUCH INFORMATION OTHER THAN AS NECESSARY TO
THE PROSECUTION OR DEFENSE OF THE DISPUTE).
(F)
YOU RECOGNIZE AND AGREE THAT PRIOR TO THE GRANT OF THIS AWARD YOU
HAVE NO RIGHT TO ANY BENEFITS HEREUNDER. ACCORDINGLY, IN CONSIDERATION OF THE
RECEIPT OF THIS AWARD, YOU EXPRESSLY WAIVE ANY RIGHT TO CONTEST THE AMOUNT OF
THIS AWARD, TERMS OF THIS AWARD AGREEMENT, ANY DETERMINATION, ACTION OR OMISSION
HEREUNDER BY THE COMMITTEE, OR ANY AMENDMENT TO THIS AWARD AGREEMENT (OTHER THAN
AN AMENDMENT TO WHICH YOUR CONSENT IS EXPRESSLY REQUIRED BY PARAGRAPH