MEAN YOUR SEPARATION FROM SERVICE WITH THE COMPANY WITHIN THE
MEANING OF SECTION 409A (WHICH, UNLESS INCONSISTENT WITH THE FOREGOING, WILL
MEAN YOUR CEASING TO BE A DIRECTOR OF THE BOARD), AND (II) THE RIGHT TO PAYMENT
OF DIVIDEND EQUIVALENTS PURSUANT TO PARAGRAPH 4 SHALL BE TREATED SEPARATELY FROM
THE RIGHT TO PAYMENT OF THE SHARES UNDERLYING THE DSUS FOR ALL PURPOSES OF
SECTION 409A.
(C)
ANY PAYMENT TO BE MADE UNDER THE DSUS IN CONNECTION WITH
TERMINATION OF YOUR EMPLOYMENT (AND ANY OTHER PAYMENT UNDER THE PLAN) THAT WOULD
BE SUBJECT TO THE LIMITATIONS IN SECTION 409A(A)(2)(B) OF THE CODE SHALL BE
DELAYED UNTIL SIX MONTHS AFTER TERMINATION OF YOUR EMPLOYMENT (OR EARLIER DEATH)
IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 409A.
-3-
(D)
TO THE EXTENT NECESSARY TO COMPLY WITH PARAGRAPH 7(A), ANY
SECURITIES OR OTHER PROPERTY THAT THE COMPANY MAY DELIVER IN RESPECT OF THE DSUS
SHALL NOT HAVE THE EFFECT OF DEFERRING DELIVERY OR PAYMENT BEYOND THE DATE ON
WHICH SUCH DELIVERY OR PAYMENT WOULD OCCUR WITH RESPECT TO THE SHARES THAT WOULD
OTHERWISE HAVE BEEN DELIVERABLE (UNLESS THE COMMITTEE ELECTS A LATER DATE FOR
THIS PURPOSE IN ACCORDANCE WITH PARAGRAPH 3(C)).
(E)
EACH PAYMENT UNDER THE DSUS (INCLUDING AN AWARD OF INCREMENTAL
DSUS PURSUANT TO PARAGRAPH 4) SHALL BE TREATED AS A SEPARATE PAYMENT FOR
PURPOSES OF SECTION 409A.
8.
SUCCESSORS AND ASSIGNS OF AIG.
THE TERMS AND CONDITIONS OF
THIS AWARD AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF AIG
AND ITS SUCCESSORS AND ASSIGNS.
9.
AMENDMENT.
THE BOARD RESERVES THE RIGHT AT ANY TIME TO AMEND
THE TERMS AND CONDITIONS SET FORTH IN THIS AWARD AGREEMENT IN ANY RESPECT IN
ACCORDANCE WITH SECTION 1.3 OF THE PLAN, AND THE BOARD MAY AMEND THE PLAN IN ANY
RESPECT IN ACCORDANCE WITH SECTION 4.1 OF THE PLAN.
NOTWITHSTANDING THE
FOREGOING AND SECTIONS 1.3 AND 4.1 OF THE PLAN, NO SUCH AMENDMENT SHALL
MATERIALLY ADVERSELY AFFECT YOUR RIGHTS AND OBLIGATIONS UNDER THIS AWARD
AGREEMENT WITHOUT YOUR CONSENT (OR THE CONSENT OF YOUR ESTATE, IF SUCH CONSENT
IS OBTAINED AFTER YOUR DEATH), AND THE BOARD MAY NOT ACCELERATE OR POSTPONE THE
PAYOUT OF THE SHARES (OR SECURITIES OR OTHER PROPERTY IN LIEU OF ANY OR ALL OF
THE SHARES) TO OCCUR AT A TIME OTHER THAN THE APPLICABLE TIME PROVIDED FOR IN
THIS AWARD AGREEMENT.
ANY AMENDMENT OF THIS AWARD AGREEMENT SHALL BE IN WRITING
SIGNED BY AN AUTHORIZED MEMBER OF THE BOARD OR ANY OTHER PERSON OR PERSONS
AUTHORIZED BY THE BOARD.
10.
GOVERNING LAW.
THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS.
11.
HEADINGS.
THE HEADINGS IN THIS AWARD AGREEMENT ARE FOR THE
PURPOSE OF CONVENIENCE ONLY AND ARE NOT INTENDED TO DEFINE OR LIMIT THE
CONSTRUCTION OF THE PROVISIONS HEREOF.
-4-
IN WITNESS WHEREOF, AIG AND YOU HAVE CAUSED THIS AWARD AGREEMENT TO
BE DULY EXECUTED AND DELIVERED.
AMERICAN