AIG FINANCIAL PRODUCTS CORP.
2008 EMPLOYEE RETENTION PLAN
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AIG FINANCIAL PRODUCTS CORP.
2008 EMPLOYEE RETENTION PLAN
Effective December 1, 2007
INTRODUCTION
This document sets forth the terms of the AIG Financial Products Corp. 2008
Employee Retention Plan, effective December 1, 2007 (the "Plan"). The Plan sets out the
2008 and 2009 Guaranteed Retention Awards to be provided hereunder to certain employees
and consultants of AIG-FP (which term includes subsidiaries).
The objectives of the Plan are:
1. To provide incentives for AIG-FP’s employees and consultants to continue
developing, promoting and executing AIG-FP’s business;
2. To recognize the uncertainty that the unrealized market valuation losses in AIG-
FP’s super senior credit derivative and originally-rated AAA cash CDO portfolios
have created for AIG-FP’s employees and consultants;
3. To ensure that AIG-FP’s and its employees’ and consultants’ interests continue to
be aligned with those of AIG and AIG’s shareholders;
4. To continue to build and maintain the formation of capital in AIG-FP; and
5. To show the support by AIG of the on-going business of AIG-FP by
implementing a meaningful employee retention plan.
SECTION 1
DEFINITIONS
For purposes of this AIG Financial Products Corp. 2008 Employee Retention Plan:
1.01. “Additional Return Payment” shall have the meaning ascribed thereto under
the Deferred Compensation Plan.
1.02. “AIG” shall mean American International Group, Inc.
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1.03. “AIG-FP” shall mean AIG Financial Products Corp., including all subsidiaries
thereof.
1.04. “AIG General Guarantee Agreement” shall mean the General Guarantee
Agreement of AIG, dated December 4, 1995, in favor of each holder of a monetary
obligation or liability of AIG Financial Products Corp.
1.05. "Beneficiary" shall mean such person or trustee as may be designated by a
Covered Person in his or her Confirmation and Acknowledgement.
1.06. "Board" shall mean the Board of Directors of AIG Financi