SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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.)
70 Pine Street
New York, New York 10270
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 770-7000
(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.
Exhibit 10.1 AIG Senior Partners Plan.
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.
Date: December 6, 2005 By /s/ KATHLEEN E. SHANNON
Name: Kathleen E. Shannon
Title: Senior Vice President
AMERICAN INTERNATIONAL GROUP, INC.
SENIOR PARTNERS PLAN
The Compensation Committee of the Board of Directors (the "Committee")
of American International Group, Inc. ("AIG") has determined that certain key
employees of AIG and its subsidiaries (together, the "Employer") contribute
substantially to the long-term growth and profitability of AIG. AIG has created
this AIG Senior Partners Plan (this "Plan") to reward these individuals and to
provide incentives for their continued contribution to the long-term performance
2. PERFORMANCE PERIODS
This Plan will operate for successive overlapping three-year periods
(each, a "Performance Period"). The first Performance Period will be from
January 1, 2004 through December 31, 2006. The second Performance Period will be
from January 1, 2005 through December 31, 2007. Thereafter, each Performance
Period will be for successive three calendar-year periods until the Plan is
terminated by the Committee.
3. SPUs AND PARTICIPANTS
A. SENIOR PARTNER UNITS. Senior Partner Units ("SPUs") issued under
this Plan will entitle holders to receive cash distributions from AIG based on
the annual growth in AIG's adjusted book value per share during the Performance
Periods to which the SPU relates, subject to the terms and conditions of this
B. PARTICIPANTS. The Committee will, from time to time, determine (1)
the key employees of the Employer who will be awarded SPUs under this Plan (the
"Participants") and (2) the number of SPUs held by each Participant.
C. STATUS OF AWARDS AND CHANGES IN AWARDS. A Participant's number of
SPUs will remain constant until the Committee determines to increase or decrease
the Participant's SPUs or terminates his or her status as a Participant. Unless
determined otherwise by the Committee, an award of SPUs, or an increase or
decrease in the number of a Participant's SPUs, will only affect the number of
SPUs outstanding with respect to Performance Periods that have at least 12
months remaining in them at the time the Committee makes the award or
D. MAXIMUM NUMBER OF SPUS. A total of up to 30,000 SPUs may be
outstanding with respect to each Performance Period.
4. WEIGHTED-AVERAGE SPU VALUE AND CONDITIONS
A. WEIGHTED-AVERAGE SPU VALUE. At the end of each Performance Period,
the Committee will determine the dollar amount (the "Weighted-Average SPU
Value") attributable to each SPU related to the Performance Period and will
communicate the Weighted-Average SPU Value to the Participants. Subject to the
conditions of this Plan, the Weighted-Average SPU Value for a Performance Period
will be equal to (1) two-thirds of the Yearly SPU Value of the final year in the
Performance Period plus (b) one-sixth of the Yearly SPU Value of each of the
first two years in the Performance Period.
(1) "Yearly SPU Value" means, for each year, (a) the Growth in
Adjusted Book Value for the year multiplied by (b) the Funding
Percentage for the year divided by (c) the maximum number of SPUs.
(2) "Growth in Adjusted Book Value" means, for each year, the
Adjusted Book Value at the beginning of the year multiplied by the
Percentage Growth in Adjusted Book Value Per Share for the year. The
determination of Growth in Adjusted Book Value and all its component
parts (including any adjustments made as part of such determination)
will be made by the Committee in its sole discretion in accordance with
U.S. Generally Accepted Accounting Principles.
(3) "Adjusted Book Value" means, for any date, the total AIG
shareholders' equity as of the date minus Accumulated Other
Comprehensive Income (or plus Accumulated Other Comprehensive Loss) as
of such date (as reported in AIG's Consolidated Statement of
Shareholders' Equity), with such adjustments as the Committee may make
in its sole discretion.
(4) "Percentage Growth in Adjusted Book Value Per Share"
means, for any year, the percentage increase (or decrease) in:
(a) Adjusted Book Value at the end of the year
divided by the number of shares of AIG common stock
outstanding at the end of the year over
(b) Adjusted Book Value at the beginning of the year
divided by the number of shares of AIG common stock
outstanding at the beginning of the year.
(5) "Funding Percentage" means, for any year, the funding
percentage determined by the Committee from time to time. Initially the
Funding Percentage will be 0.85% (until the Committee establishes a
different Funding Percentage).
C. EFFECT OF DECREASE IN BOOK VALUE. If the Yearly SPU Value is a
negative number for any year during a Performance Period, the Weighted-Average
SPU Value for the Performance Period will be calculated as if the Yearly SPU
Value for that year was $0.00 except that (1) the Weighted-Average SPU Value for
the first Performance Period in which the year occurs will be reduced by the
amount of the negative Yearly SPU Value and (2) if such reduction would result
in a Weighted-Average SPU Value that is a negative number, the excess negative
Yearly SPU Value will be carried forward to reduce the Weighted-Average SPU
Value for future Performance Periods (until the negative Yearly SPU Value has
been fully applied).
D. PARTNERS PLAN CONDITION. Notwithstanding Section 4A, the
Weighted-Average SPU Value of a Performance Period will be $0.00 if the
conditions are not satisfied for the funding threshold of the AIG Partners Plan
for the period ending with the same year as the Performance Period. The
Committee will, from time to time, designate the AIG Partners Plan and the
funding threshold condition that will apply for this Section 4D.
5. VESTING AND PAYOUTS OF WEIGHTED-AVERAGE SPU VALUE
A. GENERAL. The Weighted-Average SPU Value of each SPU will be paid out
to Participants in cash in three equal one-third installments promptly after the
fourth, eighth and twelfth anniversaries of the first day of the last year of
the Performance Period to which the SPU relates (each a "Scheduled Payment
Date"). Except as provided in Sections 5B, 6 and 8A, if a Participant's
employment with the Employer is terminated for any reason, the Participant's
rights in respect of any Weighted-Average SPU Value that would be payable on a
future Scheduled Payment Date will be forfeited and terminate.
B. DEATH, DISABILITY OR RETIREMENT AFTER AGE 65. If a Participant dies,
becomes subject to permanent disability or retires at or after age 65, in each
case while actively employed by the Employer, any remaining unpaid
Weighted-Average SPU Values in respect of all SPUs granted to the Participant
will be paid to the Participant or his/her estate or guardian, as the case may
be, promptly following such event. For this purpose "permanent disability" has
the meaning defined in the American International Group, Inc. Group Long-Term
Insurance Policy as in effect on the relevant date (or, if none, will be
determined by the Committee in its sole discretion).
C. ELECTION TO DELAY PAYMENT. Participants may, in the Committee's sole
discretion, be permitted to elect to defer receipt of the Weighted-Average SPU
Value under a separate AIG deferral program.
6. VESTING DURING A PERFORMANCE PERIOD
A. GENERAL. Except as provided in Section 6B, if a Participant's
employment with the Employer is terminated for any reason during a Performance
Period, all of the Participant's SPUs relating to the Performance Period will be
forfeited and terminate.
B. DEATH, DISABILITY OR RETIREMENT AFTER AGE 65. If a Participant dies,
becomes subject to permanent disability or retires at or after age 65 during a
Performance Period, in each case while actively employed by the Employer, the
Participant will be paid a pro-rated amount (based upon the number of whole or
partial months the Participant was employed during the Performance Period
relative to 36) of the Weighted-Average SPU Value for each SPU relating to such
Performance Period. The payment of such amount will occur within a reasonable
period after the end of the Performance Period when the determination is made as
to the amount, if any, of the Weighted-Average SPU Value.
7. DIVIDEND-RELATED PAYMENTS
A. GENERAL. Each Participant will be paid a cash dividend-related
amount on March 31, June 30, September 30 and December 31 based upon their
unpaid Weighted-Average SPU Value. The quarterly dividend-related payment for
each Participant will equal (1) the aggregate unpaid Weighted-Average SPU Value
of the Participant's SPUs at the beginning of the quarter multiplied by (2) the
total cash dividends AIG pays on its common stock during the quarter divided by
(3) the Adjusted Book Value at the beginning of the quarter.
B. TERMINATION OF EMPLOYMENT. If a Participant's employment with the
Employer is terminated for any reason, the Participant's rights to receive any
further dividend-related payment will terminate.
8. ADMINISTRATION OF THIS PLAN
A. GENERAL. This Plan will be administered by the Committee. Actions of
the Committee may be taken by the vote of a majority of its members. The
Committee may allocate among its members and delegate to any person who is not a
member of the Committee any of its administrative responsibilities. The
Committee will have power to interpret this Plan, to make regulations for
carrying out its purpose and to make all other determinations in connection with
its administration, all of which will, unless otherwise determined by the
Committee, be final, binding and conclusive. Subject to Section 9O, the
Committee will have the power to increase or decrease the Weighted-Average SPU
Value of a Participant's SPUs. In addition, the Committee may, in its sole
discretion, reinstate any SPUs, Weighted-Average SPU Values or dividend-related
payments that would otherwise have been terminated and forfeited because of a
Participant's termination of employment, if the Participant complies with any
covenants, agreements or conditions that the Committee may impose.
B. NON-UNIFORM DETERMINATIONS. The Committee's determinations under
this Plan need not be uniform and may be made by it selectively among persons
who receive, or are eligible to receive, SPUs under this Plan (whether or not
such persons are similarly situated). Without limiting the generality of the
foregoing, the Committee will be entitled, among other things, to make
non-uniform and selective determinations as to (1) the persons to become
Participants and (2) whether a Participant's employment with the Employer has
been terminated (as described in Section 8C).
C. DETERMINATION OF EMPLOYMENT. The Committee will have the right to
determine itself with respect to any Participant the commencement date or
termination date of the Participant's employment with the Employer solely for
purposes of this Plan, separate and apart from any determination as may be made
by AIG or its subsidiaries with respect to the individual's employment.
D. AMENDMENTS. The Committee will have the power to amend this Plan in
any manner and at any time, including in a manner adverse to the rights of the
E. NO LIABILITY. No member of the Board of Directors of AIG or the
Committee or any employee of the Employer (each, a "Covered Person") will have
any liability to any person (including any Participant) for any action taken or
omitted to be taken or any determination made in good faith with respect to this
Plan or any Participant's participation in it. Each Covered Person will be
indemnified and held harmless by AIG against and from any loss, cost, liability,
or expense (including attorneys' fees) that may be imposed upon or incurred by
such Covered Person in connection with or resulting from any action, suit or
proceeding to which such Covered Person may be a party or in which such Covered
Person may be involved by reason of any action taken or omitted to be taken
under this Plan and against and from any and all amounts paid by such Covered
Person, with AIG's approval, in settlement thereof, or paid by such Covered
Person in satisfaction of any judgment in any such action, suit or proceeding
against such Covered Person, provided that AIG will have the right, at its own
expense, to assume and defend any such action, suit or proceeding and, once AIG
gives notice of its intent to assume the defense, AIG will have sole control
over such defense with counsel of AIG's choice. The foregoing right of
indemnification will not be available to a Covered Person to the extent that a
court of competent jurisdiction in a final judgment or other final adjudication,
in either case, not subject to further appeal, determines that the acts or
omissions of such Covered Person giving rise to the indemnification claim
resulted from such Covered Person's bad faith, fraud or willful misconduct. The
foregoing right of indemnification will not be exclusive of any other rights of
indemnification to which Covered Persons may be entitled under AIG's Restated
Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any
other power that AIG may have to indemnify such persons or hold them harmless.
F. ADJUSTMENTS. The Committee will have the authority (but will not be
required) to adjust equitably the Annual Growth in Adjusted Book Value and all
its component parts to preserve the benefits or potential benefits intended to
be made available to Participants for any change in the AIG common stock
resulting from a recapitalization, stock split, stock dividend, combination or
exchange of shares of AIG common stock, merger, consolidation, rights offering,
separation, reorganization or liquidation, or any other change in the corporate
structure or shares of AIG. In addition, the Committee will have the authority
(but will not be required) to adjust the Weighted-Average SPU Values for
previous and current Performance Periods for any restatements of AIG's financial
statements, including adjusting unpaid Weighted-Average SPU Values to reflect
over or under payment of a vested installment with respect to a prior
G. OTHER. In furtherance of AIG's policies, notwithstanding Section 3,
if any Participant is a shareholder in C.V. Starr & Co., Inc. on March 31, 2006,
such person will cease to be a Participant, his or her SPUs will be forfeited
and terminate and he or she will have no rights under this Plan (in each case,
unless the Committee determines otherwise).
9. GENERAL RULES
A. NO FUNDING. AIG will be under no obligation to fund or set aside
amounts to pay obligations under this Plan. Participants will have no rights to
the Weighted-Average SPU Value other than as a general unsecured creditor of
B. TAX WITHHOLDING. As a condition to the payment of any amount under
this Plan or in connection with any other event that gives rise to a federal or
other governmental tax withholding obligation (1) AIG may deduct or withhold (or
cause to be deducted or withheld) from any payment to a Participant whether or
not pursuant to this Plan or (2) the Committee will be entitled to require that
the Participant remit cash to AIG (through payroll deduction or otherwise), in
each case, in an amount sufficient in the opinion of AIG to satisfy such
C. NO RIGHTS TO OTHER PAYMENTS. The provisions of this Plan provide no
right or eligibility to a Participant to any other payouts from AIG or its
subsidiaries under any other alternative plans, schemes, arrangements or
contracts AIG may have with any employees or group of employees of AIG or its
D. NO EFFECT ON BENEFITS. Grants and payments under this Plan will
constitute a special discretionary incentive payment to the Participants and
will not be required to be taken into account in computing the amount of salary
or compensation of the Participants for the purpose of determining any
contributions to or any benefits under any pension, retirement, profit-sharing,
bonus, life insurance, severance or other benefit plan of the Employer or under
any agreement with the Participant, unless the Employer specifically provides
E. SECTION 409A PAYMENT DELAY. Notwithstanding any provision to the
contrary in this Plan, to the extent any payment to be made to a Participant in
connection with the Participant's termination of service with the Employer would
be subject to the additional tax of Section 409A of the Internal Revenue Code
(the "Code"), the payment will be delayed until six months after a Participant's
termination of service with the Employer (or earlier death or disability (within
the meaning of Section 409A of the Code)).
F. SEVERABILITY. If any of the provisions of this Plan is finally held
to be invalid, illegal or unenforceable (whether in whole or in part), such
provision will be deemed modified to the extent, but only to the extent, of such
invalidity, illegality or unenforceability and the remaining provisions will not
be affected thereby; provided, that if any of such provisions is finally held to
be invalid, illegal, or unenforceable because it exceeds the maximum scope
determined to be acceptable to permit such provision to be enforceable, such
provision will be deemed to be modified to the minimum extent necessary to
modify such scope in order to make such provision enforceable hereunder.
G. ENTIRE AGREEMENT. This Plan contains the entire agreement of the
parties with respect to the subject matter thereof and supersedes all prior
agreements, promises, covenants, arrangements, communications, representations
and warranties between them, whether written or oral with respect to the subject
H. WAIVER OF CLAIMS. Each Participant recognizes and agrees that prior
to being selected by the Committee to receive a SPU he or she has no right to
any benefits under this Plan. Accordingly, in consideration of the Participant's
receipt of any SPU hereunder, he or she expressly waives any right to contest
the amount of
any SPU, the terms of this Plan, any determination, action or omission hereunder
by the Committee or AIG or any amendment to this Plan.
I. NO THIRD PARTY BENEFICIARIES. Except as expressly provided therein,
this Plan will not confer on any person other than AIG and the Participant any
rights or remedies thereunder. The exculpation and indemnification provisions of
Section 8E will inure to the benefit of a Covered Person's estate and
beneficiaries and legatees.
J. AIG'S SUCCESSORS AND ASSIGNS. The terms of this Plan will be binding
upon and inure to the benefit of AIG and its successors and assigns.
K. RIGHT OF OFFSET. AIG will have the right to offset against the
obligation to pay an amount to any Participant, any outstanding amounts
(including, without limitation, travel and entertainment or advance account
balances, loans or amounts repayable to it pursuant to tax equalization,
housing, automobile or other employee programs) such Participant then owes to
L. NONASSIGNABILITY. The SPUs, Weighted-Average SPU Values and
dividend-related payments will not be assignable, transferable, pledged, hedged
or in any manner alienated, whether by operation of law or otherwise, except as
a result of death or incapacity where such rights are passed pursuant to a will
or by operation of law. The Committee may in its sole discretion acknowledge the
written direction by a Participant to transfer his/her SPUs under this Plan to a
revocable grantor trust in such form and on such conditions as the Committee may
require in its sole discretion. Any assignment, transfer, pledge, or other
disposition in violation of the provisions of this Section 9L will be null and
void and any SPUs which are hedged in any manner will immediately be forfeited.
M. RIGHT TO DISCHARGE. Nothing contained in this Plan or in any SPU
will confer on any Participant any right to be continued in the employ of the
Employer or to be included in any future plans of a similar nature.
N. CONSENT. If the Committee will at any time determine that any
consent (as hereinafter defined) is necessary or desirable as a condition of, or
in connection with, the granting of any SPUs, determination of the
Weighted-Average SPU Value or the payment of any amount under this Plan, or the
taking of any other action thereunder (each such action, a "plan action"), then
such plan action will not be taken, in whole or in part, unless and until such
consent will have been effected or obtained to the full satisfaction of the
The term "consent" as used in this paragraph includes (1) any
and all listings, registrations or qualifications in respect
thereof upon any securities exchange or under any federal,
state, or local law, or law, rule or regulation of a
jurisdiction outside the United States, (2) any other matter,
which the Committee may deem necessary or desirable to comply
with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement
that any such listing, qualification or registration be made,
(3) any and all other consents, clearances and approvals in
respect of a plan action by any governmental or other
regulatory body or any stock exchange
or self-regulatory agency and (4) any and all consents
required by the Committee.
O. SUBJECT TO ANY AIG SECTION 162(m) BONUS PLAN. AIG may, in any year,
propose a Section 162(m) compliant performance bonus plan (the "AIG 162(m) Bonus
Plan"). If a Section 162(m) Bonus Plan is proposed and approved by the AIG
stockholders in accordance with Section 162(m)(4)(C) of the Code and Treasury
Regulation Section 1.162-27(e)(4), this Plan will function as a sub-plan under
such bonus plan, whereby performance compensation amounts payable under the AIG
Section 162(m) Bonus Plan can be paid in part by accruing Weighted-Average SPU
Values with respect to a Performance Period. If the AIG Section 162(m) Bonus
Plan is proposed and not so approved by the AIG stockholders, the SPUs will
terminate and no further Weighted-Average SPU Values will accrue under this
P. ADOPTION. This Plan was adopted on November 30, 2005 by the
A. GOVERNING LAW. This Plan will be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflict of laws.
B. ARBITRATION. Subject to the provisions of this Section 10, any
dispute, controversy or claim between AIG and a Participant, arising out of or
relating to or concerning this Plan or any SPU, will be finally settled by
arbitration in New York City before, and in accordance with the rules then
obtaining of, the New York Stock Exchange, Inc. (the "NYSE") or, if the NYSE
declines to arbitrate the matter (or if the matter otherwise is not arbitrable
by it), the American Arbitration Association (the "AAA") in accordance with the
commercial arbitration rules of the AAA. Prior to arbitration, all claims
maintained by a Participant must first be submitted to the Committee in
accordance with claims procedures determined by the Committee.
C. JURISDICTION. AIG and each Participant hereby irrevocably submit to
the exclusive jurisdiction of a state or federal court of appropriate
jurisdiction located in the Borough of Manhattan, the City of New York over any
suit, action or proceeding arising out of or relating to or concerning this Plan
or any SPU that is not otherwise arbitrated or resolved according to Section
10B. AIG and each Participant acknowledge that the forum designated by this
section has a reasonable relation to this Plan and to such Participant's
relationship with AIG.
D. WAIVER. AIG and each Participant waive, to the fullest extent
permitted by applicable law, any objection which AIG and such Participant 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 Section 10C. AIG and
each Participant undertake not to commence any action, suit or proceeding
arising out of or relating to or concerning this Plan or any SPU in any forum
other than a forum described in Section 10C.
E. SERVICE OF PROCESS. Each Participant irrevocably appoints the
Secretary of AIG at 70 Pine Street, New York, New York 10270, U.S.A. as his or
her agent for service of process in connection with any action, suit or
proceeding arising out of or relating to or concerning this Plan or any SPU that
is not otherwise arbitrated or resolved according to Section 10A. The Secretary
will promptly advise the Participant of any such service of process.
F. CONFIDENTIALITY. Each Participant must keep confidential any
information concerning any grant made under this Plan and any dispute,
controversy or claim relating to this Plan, except that a Participant may
disclose information concerning a dispute or claim to the court that is
considering such dispute or to such Participant's 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).
11. TERM OF PLAN
This Plan will continue until suspended or terminated by the Committee
in its sole discretion. Any termination of this Plan will be done in a manner
that the Committee determines complies with Section 409A of the Code.