UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 30, 2005
AMERICAN INTERNATIONAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-8787 13-2592361
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
70 Pine Street
New York, New York 10270
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 770-7000
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(Former name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On November 30, 2005, the Compensation Committee of the Board of Directors of
American International Group, Inc. (AIG) approved and adopted the AIG Senior
Partners Plan (Senior Partners Plan).
The Senior Partners Plan will operate for three-year periods that overlap, so
that a performance period ends every year. The first performance period will run
from January 1, 2004 through December 31, 2006. Under the Senior Partners Plan,
the Compensation Committee will award to key employees senior partner units,
which will provide for a deferred cash payment subject to certain vesting
requirements. A total of up to 30,000 senior partner units may be outstanding
with respect to each performance period.
Each year in a performance period, a percentage of the growth in Adjusted Book
Value (as determined by the Compensation Committee) is allocated under the
Senior Partners Plan. The dollar amount attributable to a senior partner unit
for each performance period will be determined by the Compensation Committee
based on a weighted average of the dollar amount allocated in the manner
described above (with weighting of 2/3 of the allocated amount for the final
year in a performance period and 1/6 of the allocated amount for each of the two
previous years), divided by 30,000.
The dollar amount of each senior partner unit will be paid out in cash in equal
one-third installments promptly after the fourth, eighth and twelfth
anniversaries of the beginning of the last year of the performance period, so
long as the participant's employment with AIG is not previously terminated
(for any reason). Special accelerated vesting and payment rules apply if a
participant dies, becomes permanently disabled or retires after age 65. The
Senior Partners Plan also provides for a quarterly cash payment based upon a
formula relating to the cash dividends AIG pays on its common stock.
The Senior Partners Plan is attached hereto as Exhibit 10.1.
Section 8 - Other Events
Item 8.01. Other Events.
C.V. Starr & Co., Inc. (Starr) has offered to purchase interests in Starr
owned by current AIG executives.
A number of senior AIG executives own common and preferred shares of Starr. AIG
expects that most or all of its executives holding Starr shares will take
advantage of the offer. The Starr holdings of AIG's executive officers as of
January 1, 2005 are described in AIG's 2005 Proxy Statement, dated
June 27, 2005.
As disclosed in Item 1.01, AIG's Compensation Committee has approved and adopted
the Senior Partners Plan. The Senior Partners Plan is part of AIG's efforts to
provide replacements for the investment opportunity, and related retention
benefit, previously provided by the Starr shareholdings.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 10.1 AIG Senior Partners Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN INTERNATIONAL GROUP, INC.
(Registrant)
Date: December 6, 2005 By /s/ KATHLEEN E. SHANNON
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Name: Kathleen E. Shannon
Title: Senior Vice President
and Secretary