<PAGE> 1
As filed with the Securities and Exchange Commission on February 29, 2000
Registration Statement No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
Form S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-----------------------------------
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2592361
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
70 Pine Street, New York, New York 10270
(Address, including zip code, of principal executive offices)
SunAmerica Five Year Deferred Cash Plan
SunAmerica Executive Savings Plan
(Full title of the plans)
Kathleen E. Shannon, Esq.
Vice President and Secretary
70 Pine Street
New York, New York 10270
(212) 770-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
| | Proposed | Proposed |
| Amount | maximum | maximum | Amount of
Title of securities | to be | offering price | aggregate | registration
to be registered (1) | registered | per share (2) | offering price | fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation Obligations | $300,000,000 | 100% | $300,000,000 | $79,200
- --------------------------------------------------------------------------------------------------------------
</TABLE>
1. The Deferred Compensation Obligations are unsecured obligations of
American International Group, Inc. to pay deferred compensation in the
future in accordance with the terms of the SunAmerica Five Year
Deferred Cash Plan and the SunAmerica Executive Savings Plan.
2. Estimated solely for the purpose of determining the registration fee.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act").
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by American International
Group, Inc. ("AIG") with the Securities and Exchange Commission (the
"Commission") (File No. 1-8787) and are incorporated herein by reference:
(1) AIG's Annual Report on Form 10-K for the year ended
December 31, 1998;
(2) AIG's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999; and
(3) AIG's Current Report on Form 8-K, dated June 3, 1999, as
amended.
All documents filed by AIG pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicate that all securities offered
have been sold, or which deregister all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
SUNAMERICA EXECUTIVE SAVINGS PLAN
GENERAL
In connection with the acquisition of SunAmerica Inc. by AIG, AIG has
assumed SunAmerica obligations under the SunAmerica Executive Savings Plan, as
amended (the "Plan").
The purpose of the Plan is to provide highly compensated employees with
the opportunity to defer compensation in excess of the level of contribution
permitted by the Internal Revenue Code of 1986 (the "Code") to be made to
SunAmerica's Profit Sharing and Retirement Plan (the "401(k) Plan").
PARTICIPATION
The Plan Administrator (as defined under "Administration") designates
the management and highly compensated employees of SunAmerica and its affiliates
and subsidiaries who are eligible to participate in the Plan. Participation in
the Plan does not create any right to continued employment with SunAmerica or
its subsidiaries or affiliates.
II-1
<PAGE> 4
An eligible employee may elect to defer compensation under the Plan at
any time within 30 days after the date on which he or she first became eligible
to participate. However, such election must be made prior to the period of
service for which the compensation subject to the deferral election would
otherwise be payable. Any subsequent deferral elections must be made by December
31 of the calendar year prior to the calendar year for which the deferred
compensation would otherwise be payable. A participant may, upon not less than
10 days written notice prior to the end of the calendar year, change his or her
election so as to increase, decrease or discontinue the amount deferred. In
addition, a participant may at any time terminate an election and discontinue
further deferrals by providing written notice to the Plan Administrator not less
than 10 days prior to the start of the next payroll period for which
compensation will be payable. In such event, new deferrals may not commence
until the following calendar year.
DEFERRED COMPENSATION
Each eligible employee may elect to defer up to 90% of his or her
compensation (in whole percentages), including salary, overtime, commission and
bonus payments, less any withholding tax or payments required under SunAmerica's
welfare plans. This deferral will initially be credited to the participant's
deferral subaccount. Following the end of the calendar year, the Plan
Administrator and the administrator of the 401(k) Plan shall determine what
proportion of the participant's deferral should be set aside under the 401(k)
Plan, taking into account the limits specified for 401(k) deferrals under the
Code and the qualification requirements for the 401(k) Plan. This sum shall
either be credited to the participant's 401(k) account, or may be refunded to
the participant at his or her election. The remaining deferred compensation will
remain in the participant's deferral subaccount.
Each month, SunAmerica will contribute to a company matching subaccount
the amount it would have contributed had the deferral occurred under the 401(k)
Plan, subject to the 401(k) Plan limitation that matching contributions shall
only be made with respect to the first 4% of an eligible employee's base
compensation (all compensation except incentive compensation). The Plan
Administrator may establish a different formula for matching contributions, but
is obliged to announce to eligible employees in advance any formula which would
result in a matching contribution less than 4% of an employee's base
compensation. The subaccount into which the company contribution is initially
credited will be debited by the amount contributed to the participant's
"forfeitable matching contribution account" under the 401(k) Plan, or the same
amount may be refunded to the participant, at the participant's election.
A participant's interest in his or her deferral subaccount is at all
times 100% vested and nonforfeitable. A participant's interest in his or her
company matching subaccount is vested in the same percentage in which he or she
is vested in his or her forfeitable matching contribution account under the
401(k) Plan. Unvested amounts are forfeited upon termination of employment.
Amounts in the participant's accounts under the Plan shall be credited
or debited with investment gains (or losses) corresponding to investment funds
established by the Plan Administrator and selected by the participant.
PAYMENT OF ACCOUNTS
Participants may elect the form in which they receive their account
upon termination of employment. The alternatives are a lump sum payment within 5
years of termination of employment, or annual instalments over 5, 10 or 15
years, commencing within 5 years of termination of employment. However, if a
participant's employment terminates before he or she is 55, the Plan
Administrator has the discretion to pay the participant his or her account in a
lump sum immediately following termination. The vested and unpaid portion of a
participant's account will continue to be credited or debited with
II-2
<PAGE> 5
investment gains or losses. Upon death, the entire remaining unpaid amount in
the deferral subaccount is paid out in a lump sum as soon as feasible.
A participant may receive a distribution of his or her account prior to
termination of employment. He or she may withdraw 100% of his or her vested
account balance, subject to a penalty equal to 10% of the amount withdrawn.
Alternatively, a hardship distribution is available, subject to the approval of
the Plan Administrator, upon demonstration by the participant of unforseen
severe financial hardship and an inability to satisfy the financial need through
other assets. Finally, a participant may request a distribution, without
penalty, upon giving 3 years notice.
The benefits provided by the Plan are unfunded and are paid from the
general assets of AIG. Participants have the status of general unsecured
creditors with respect to the amounts of compensation they defer. While AIG may,
at its option, transfer Plan assets into a trust to be held and invested and
reinvested by a trustee pursuant to the terms of a trust agreement, these funds
will remain subject to the claims of AIG's general creditors.
DEFERRED CASH PLAN APPENDIX
Participants in the Plan who are also participants in the SunAmerica
Deferred Cash Plan may elect to defer up to 90% of the distributions that would
otherwise be made to them under the Deferred Cash Plan, less any required tax
withholding. Such an election must be made by the participant not later than
December 31 which is at least 12 months prior to the date on which the payment
under the Deferred Cash Plan would have been made in the absence of the election
to defer.
Amounts deferred pursuant to a Deferred Cash Plan election shall be
credited to the participant's deferral subaccount and will be credited with
investment gains and losses as provided in the Plan. Any amounts deferred
pursuant to the Deferred Cash Plan which remain undistributed upon a participant
satisfying the age and service requirement for normal retirement under the AIG
Retirement Plan shall be distributed as elected by the Participant pursuant to
the Plan. Any other amounts deferred pursuant to a Deferred Cash Plan Election
shall be distributed according to whichever of the following results in the
earliest payment of the amounts deferred: (1) the distribution elected by the
participant under the Plan, (2) a lump sum payment of all unpaid amounts from
the Deferred Cash Plan as soon as feasible following termination of employment,
or (3) a lump sum payment of all unpaid amounts from the Deferred Cash Plan
following the 10th anniversary of the granting of the award.
CLAIMS PROCEDURE
If any participant in the Plan believes that he or she has not received
the timely payment of amounts due under the Plan, the participant must make a
claim to the Plan Administrator. Within 90 days, the Plan Administrator must
notify the participant of its decision. In the case of a decision adverse to the
participant, the participant may appeal the decision to the Plan Administrator
within 60 days.
TAXES AND WITHHOLDING
If AIG becomes obligated to make a tax payment with respect to any
participant's account, AIG may withhold and pay tax out of any monies or other
property in the account.
AMENDMENT AND TERMINATION
AIG has the right to amend or terminate the Plan at any time for any
reason by resolution of the Board of AIG or the Stock Option and Compensation
Committee thereof. However, in no event may an amendment or termination cancel
or adversely affect amounts credited at that time to any participant's
II-3
<PAGE> 6
account. If the Plan is terminated, participants' accounts shall, at the
discretion of the Board, either be paid out to them immediately, or distributed
as the employee has elected to receive benefits upon termination of employment.
ADMINISTRATION
The Plan is administered by a committee or an individual appointed by
the Board of Directors of AIG (the "Plan Administrator"). Members of the
committee are not required to be employees of AIG. The Plan Administrator
administers the Plan and has all powers to accomplish that purpose. The Plan
Administrator has the exclusive right to construe and interpret the Plan, to
decide all questions of eligibility for benefits and to determine the amount of
such benefits, and its decisions on such matters are final and conclusive.
SUNAMERICA FIVE YEAR DEFERRED CASH PLAN
PURPOSE
The SunAmerica Five Year Deferred Cash Plan (the "DCP") has been
established to provide an incentive for selected key employees of SunAmerica to
continue to remain employed by SunAmerica.
PARTICIPATION
SunAmerica has the sole discretion to determine which key employees
will participate in the DCP. Participation in the DCP does not create any right
of continued employment with SunAmerica.
Each award will be determined in the sole discretion of SunAmerica and
will be credited to a separate subaccount. Investment gains and losses shall be
separately credited to each subaccount, and a participant's right to payment
shall be determined separately for each subaccount.
INVESTMENT GAINS AND LOSSES
The Plan Administrator (as defined below under "Administration")
establishes investment funds and the participant selects which fund or funds he
or she wishes her account to be invested in. One of the investment alternatives
under the plan will be stock units. For any transaction involving stock units,
the Plan Administrator will credit the participant's account with a number of
units calculated by dividing the amount of the participant's award by the fair
market value of a share of AIG's common stock. A participant's stock unit
account will be credited with dividend equivalents. If there is a stock
dividend, stock split, recapitalization, merger, consolidation, combination or
other reorganization, exchange of shares, sale of all or substantially all of
the assets of AIG, split-up split-off, spin-off, extraordinary redemption,
liquidation or other similar change in capitalization or any distribution to
holders other than cash dividends or cash distributions, proportionate and
equitable adjustments shall be made to stock units so as to preserve the
benefits intended. The amounts in each of a participant's subaccounts shall be
credited or debited with investment gains or losses corresponding to the
investment fund the participant has selected.
The benefits provided by the DCP are unfunded and will be paid from the
general assets of AIG. Participants have the status of general unsecured
creditors. While AIG may transfer plan assets into a trust to be held and
invested and reinvested by a trustee pursuant to the terms of a trust agreement,
the funds will remain subject to the claims of AIG's general creditors.
II-4
<PAGE> 7
DISTRIBUTIONS
On each of the first five anniversaries of the date upon which an award
was granted, if the participant remains an employee of SunAmerica, the
participant will be entitled to a payment as follows:
Award Anniversary Date Payment as % of Subaccount
---------------------- --------------------------
First 20%
Second 25%
Third 33 1/3%
Fourth 50%
Fifth 100%
Distributions will be made as soon as administratively feasible after
the relevant award anniversary date.
Upon termination of employment for any reason other than death or
disability, the portion of each participant's subaccounts which had not yet
become payable shall be immediately and irrevocably forfeited. If a participant
dies or ceases to be an employee because of total and permanent disability, then
the payment which would otherwise have been made upon the award anniversary date
which immediately follows such death or disability shall be made. The remaining
portion of the subaccount shall be forfeited.
TAXES AND WITHHOLDING
If AIG becomes obligated to make a tax payment with respect to any
participant's account, AIG may withhold and pay tax out of any monies or other
property in the account.
AMENDMENT AND TERMINATION
AIG has the right to amend or terminate the DCP at any time for any
reason. However, in no event may an amendment or termination cancel or adversely
affect amounts credited at that time to any participant's account.
ADMINISTRATION
The DCP is administered by a committee or an individual appointed by
the Board of Directors of AIG, or the Stock Option and Compensation committee
thereof (the "Plan Administrator"). Members of the committee are not required to
be employees of AIG or participants. The Plan Administrator administers the DCP
and has all powers to accomplish that purpose. The Plan Administrator has the
exclusive right to construe and interpret the DCP, to decide all questions of
eligibility for benefits and to determine the amount of such benefits, and its
decisions on such matters are final and conclusive.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements of AIG and its subsidiaries and
the related financial statement schedules of AIG included in its most recent
Annual Report on Form 10-K and AIG's Current Report on Form 8-K, dated June 3,
1999, as amended, both incorporated
II-5
<PAGE> 8
herein by reference, are so incorporated in reliance upon the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
The validity of the Deferred Compensation Obligations will be passed
upon for AIG by Sullivan & Cromwell, New York, New York. M. Bernard Aidinoff, a
member of the Board of Directors of AIG, is Senior Counsel to Sullivan &
Cromwell and beneficially owns 26,789 shares of AIG common stock and options to
purchase 36,156 shares of AIG common stock. Partners of Sullivan & Cromwell
involved in the representation of AIG beneficially own approximately 4,547
shares of AIG common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Certificate of Incorporation, as amended, of AIG (the
"Certificate") provides that AIG shall indemnify to the full extent permitted by
law any person made, or threatened to be made, a party to an action, suit or
proceeding (whether civil, criminal, administrative or investigative) by reason
of the fact that he, his testator or intestate is or was a director, officer or
employee of AIG or serves or served any other enterprise at the request of AIG.
Section 6.4 of AIG's By-laws contains a similar provision.
The Certificate also provides that a director will not be personally
liable to AIG or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such an exemption from liability
or limitation thereof is not permitted by the Delaware General Corporation Law
(the "GCL").
Section 145 of the GCL permits indemnification against expenses, fines,
judgments and settlements incurred by any director, officer or employee of AIG
in the event of pending or threatened civil, criminal, administrative or
investigative proceedings, if such person was, or was threatened to be made, a
party by reason of the fact that he is or was a director, officer or employee of
AIG. Section 145 also provides that the indemnification provided for therein
shall not be deemed exclusive of any other rights to which those seeking
indemnification may otherwise be entitled.
In addition, AIG and its subsidiaries maintain a directors' and
officers' liability insurance policy.
In addition, Section 5.4 of the DCP and Section 4.4 of the Plan, as
amended, provide that AIG shall indemnify the Plan Administrator and each member
of the committee, if any, against any and all expenses and liabilities,
including reasonable legal fees and expenses, arising out of his or her
membership on the committee, excepting only expenses and liabilities arising out
of his or her own willful misconduct or gross negligence.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits are listed in the exhibit index.
ITEM 9. UNDERTAKINGS
AIG hereby undertakes:
II-6
<PAGE> 9
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the Plan of distribution not previously disclosed
in the registration statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by AIG pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
AIG hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of AIG's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of AIG
pursuant to the foregoing provisions, or otherwise, AIG has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by AIG of expenses incurred or paid by a director, officer or
controlling person of AIG in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, AIG will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-7
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York, on the 29th day of
February, 2000.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ M. R. Greenberg
------------------------------------
M. R. Greenberg
Chairman
KNOW ALL MEN BY THESE PRESENTS: that each person whose signature
appears below constitutes and appoints M. R. Greenberg, Edward E. Matthews and
Howard I. Smith, and each of them, as true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto, and other
documents in connection herewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing required and
necessary to be done in and about the foregoing as fully for all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman, Chief Executive Officer
/s/ M. R. Greenberg and Director (Principal Executive February 29, 2000
------------------------ Officer)
(M. R. Greenberg)
Executive Vice President and
/s/ Howard I. Smith Director (Principal Financial and February 29, 2000
------------------------ Accounting Officer)
(Howard I. Smith)
/s/ M. Bernard Aidinoff
-------------------------
(M. Bernard Aidinoff) Director February 29, 2000
/s/ Eli Broad
-------------------------
(Eli Broad) Director February 29, 2000
/s/ Pei-yuan Chia
-------------------------
(Pei-yuan Chia) Director February 29, 2000
</TABLE>
II-8
<PAGE> 11
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Director
-------------------------
(Marshall A. Cohen)
/s/ Barber B. Conable, Jr. Director February 29, 2000
-------------------------
(Barber B. Conable, Jr.)
/s/ Martin S. Feldstein Director February 29, 2000
-------------------------
(Martin S. Feldstein)
Director
-------------------------
(Ellen V. Futter)
Director
-------------------------
(Leslie L. Gonda)
/s/ Evan G. Greenberg Director February 29, 2000
-------------------------
(Evan G. Greenberg)
Director
-------------------------
(Carla A. Hills)
Director
-------------------------
(Frank J. Hoenemeyer)
/s/ Edward E. Matthews Director February 29, 2000
-------------------------
(Edward E. Matthews)
Director
-------------------------
(Dean P. Phypers)
/s/ Thomas R. Tizzio Director February 29, 2000
-------------------------
(Thomas R. Tizzio)
Director
-------------------------
(Edmund S. W. Tse)
Director
-------------------------
(Jay S. Wintrob)
</TABLE>
II-9
<PAGE> 12
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Frank G. Wisner Director February 29, 2000
-------------------------
(Frank G. Wisner)
</TABLE>
II-10
<PAGE> 13
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION LOCATION
4 (a) SunAmerica Five Year Deferred Cash
Plan.............................. Filed as exhibit hereto.
(b) SunAmerica Executive
Savings Plan, as amended.......... Filed as exhibit hereto.
5 Opinion re validity..................... Filed as exhibit hereto.
23 Consents of experts and counsel
(a) Consent of Sullivan & Cromwell.... Included in Exhibit 5.
(b) PricewaterhouseCoopers LLP. ...... Filed as exhibit hereto.
24 Powers of Attorney...................... Included in signature pages.
II-11
<PAGE> 1
Exhibit 4(a)
SUNAMERICA
FIVE YEAR DEFERRED CASH PLAN
EFFECTIVE JANUARY 1, 2000
<PAGE> 2
SUNAMERICA
FIVE YEAR DEFERRED CASH PLAN
WHEREAS, American International Group, Inc., ("AIG" or the
"Company") wishes to adopt a plan (the "Plan") for the purpose of providing an
incentive for selected key employees of SunAmerica Inc. ("SunAmerica"), a
subsidiary of AIG, to continue to remain employed by SunAmerica,
NOW, THEREFORE, the Company hereby establishes the SunAmerica
Five Year Deferred Cash Plan as set forth below.
<PAGE> 3
ARTICLE I
DEFINITIONS
When used in this Plan, the following terms shall have the
meanings set forth below unless a different meaning is plainly required by the
context:
1.1 "Account" means the records maintained by the Plan
Administrator to determine each Participant's interest under this Plan. Such
Account may be reflected as a book reserve entry in the Company's accounting
records, or as a separate account under the Trust, or as a combination of both.
Each Participant's Account shall consist of one or more subaccounts; a separate
subaccount shall be established for each Award to a Participant under the Plan.
The Plan Administrator may establish such additional subaccounts as it deems
necessary for the proper administration of the Plan.
1.2 "Award" has the meaning set forth in Section 2.2.
1.3 "Award Anniversary Date" shall mean, for each Award, each
of the first five anniversaries of the date the Award was credited to the
Participant's Account.
1.4 "Beneficiary" means the person or persons last designated
in writing by the Participant to receive the amounts provided by this Plan in
the event of such Participant's death; or if no designation shall be in effect
at the time of a Participant's death or if all designated Beneficiaries shall
have predeceased the Participant, then the Beneficiary shall be the following
(in the priority order listed):
i) The trustee then existing of any inter vivos (living) trust
(including any amendment thereto up to the time of the Participant's death)
established by the Participant for the
<PAGE> 4
benefit of the Participant's surviving spouse and/or issue, provided the
Participant's surviving spouse (if there be one) is either a signatory thereto,
or acknowledges, in writing to the Plan Administrator, such surviving spouse's
approval thereof;
ii) Such Participant's surviving spouse, if any;
iii) The Participant's lawful living issue (including adopted
issue) who survive such Participant, with each such issue's beneficial interest
to be determined by right of representation;
iv) Otherwise, the Participant's estate.
1.5 "Board" means the Board of Directors of the Company.
1.6 "Code" means the Internal Revenue Code of 1986, as
amended.
1.7 "Company" means American International Group, Inc. (a
Delaware corporation) or its successor or successors.
1.8 "Common Stock" means the common stock, par value $2.50 per
share, of the Company.
1.9 "Dividend Equivalent" means the amount of cash dividends
or other cash distributions paid by AIG on that number of shares of Common Stock
equivalent to the number of Stock Units then credited to a Participant's Stock
Unit Account, which amount shall be allocated as additional Stock Units to such
Participant's Stock Unit Account.
1.10 "Employer" means SunAmerica and any other affiliate
or subsidiary of
4
<PAGE> 5
the Company which adopts the Plan with the consent of the Company.
1.11 "Participant" means any employee of an Employer who
receives an Award under this Plan.
1.12 "Plan" means the SunAmerica Five Year Deferred Cash Plan,
as it may be amended from time to time.
1.13 "Plan Administrator" means the committee or individual
appointed pursuant to the provisions of this Plan to administer this Plan.
1.14 "SunAmerica" means SunAmerica, Inc, a subsidiary of the
Company.
1.15 "Stock Unit" or "Unit" means a non-voting unit of
measurement which is deemed for bookkeeping purposes to be equivalent to one
outstanding share of Common Stock solely for purposes of this Plan. The Units
credited to a Participant's Stock Unit Account shall be used solely as a device
for the determination of the value of the Participant's Stock Unit Account to be
eventually distributed in cash to such Participant in accordance with this Plan.
The Units shall not be treated as property or as a trust fund of any kind. No
Participant shall be entitled to any voting or other stockholder rights with
respect to Units granted or credited under this Plan.
1.16 "Stock Unit Account" means the bookkeeping account
maintained by the Company on behalf of each Participant who elects to invest his
or her Award in Stock Units.
1.17 "Trust" means the grantor trust maintained under the
terms of the Trust Agreement.
5
<PAGE> 6
1.18 "Trust Agreement" means that certain agreement, known as
the Trust Agreement Between SunAmerica Inc. and Fidelity Management Trust
Company -- SunAmerica Executive Savings Plan Trust, entered into by and between
SunAmerica and the Trustee, as amended from time to time.
1.19 "Trustee" means the one or more persons (including an
organization) who have entered into the Trust Agreement as Trustee of the Trust
thereunder, and any duly appointed successor.
6
<PAGE> 7
ARTICLE II
PARTICIPATION
2.1 Participation. Participation in this Plan shall be at the
discretion of SunAmerica. An employee of an Employer shall become a Participant
upon being granted an Award.
2.2 Awards.
(a) From time to time in its discretion, SunAmerica may make
awards under this Plan (the "Awards"). Any employee of an Employer may be
granted an Award; however, no employee has the right to be granted an Award. It
is expected that Awards will be granted to employees who are determined by
SunAmerica to be key employees for whom SunAmerica wishes to create an incentive
for continued employment.
(b) Awards shall be amounts denominated in United States
dollars. The amount of any Award is within the discretion of the Company, and
the amount of the Awards may vary from Participant to Participant. Participants
may be granted multiple Awards, but the granting of an Award to a Participant
does not entitle the Participant to a grant of future Awards.
(c) Each Award shall be credited to a separate subaccount
established for the Participant. If multiple Awards are made to a Participant,
then multiple subaccounts shall be maintained for such Participant. Investment
gains (and losses) shall be separately credited to each subaccount, and a
Participant's right to payment shall be determined separately for each
subaccount.
7
<PAGE> 8
ARTICLE III
INVESTMENT GAINS AND LOSSES
3.1 Investment Gains or Losses.
(a) The amounts in each of a Participant's subaccounts under
the Plan shall be credited (or debited) with investment gains (or losses)
corresponding to investment funds established by the Plan Administrator and
selected by the Participant. The Participant's election of the investment fund
or funds upon which such crediting and debiting will be based, including the
right to change such election, shall be handled in the manner prescribed by the
Plan Administrator.
(b) One of the investment alternatives under the Plan shall be
Stock Units. The Plan Administrator shall establish and maintain a Stock Unit
Account for each Participant who elects such investment.
(1) For any transaction involving the Stock Unit
Account of a Participant (such as implementation of an investment
election or a distribution) the Plan Administrator shall credit (or
debit) the Participant's Stock Unit Account with a number of Units
determined by dividing the applicable portion of the Participant's
Account by the fair market value (as determined by the Plan
Administrator) of a share of Common Stock as of the date selected by
the Plan Administrator.
(2) As of the dates selected by the Plan
Administrator, a Participant's Stock Unit Account shall be credited
with additional Units in an amount equal to the amount of the Dividend
Equivalents representing cash dividends paid on that number of
8
<PAGE> 9
shares equal to the aggregate Stock Units in the Participant's Stock
Unit Account, divided by the fair market value (as determined by the
Plan Administrator) of a share of Common Stock.
(3) If any stock dividend, stock split,
recapitalization, merger, consolidation, combination or other
reorganization, exchange of shares, sale of all or substantially all of
the assets of the Company, split-up, split-off, spin-off, extraordinary
redemption, liquidation or similar change in capitalization or any
distribution to holders of the Common Stock (other than cash dividends
and cash distributions) shall occur, the Plan Administrator may make
such adjustments to the Awards as the Plan Administrator may deem
necessary so as to preserve the benefits intended.
3.2 Benefits Unfunded. The benefits provided by this Plan
shall be unfunded except to the extent otherwise provided herein. All amounts
payable under this Plan to Participants shall be paid from the general assets of
the Company, and nothing contained in this Plan or the Trust Agreement shall
require the Company to set aside or hold in trust any amounts or assets for the
purpose of paying benefits to Participants, or invest assets in any particular
manner. This Plan shall create only a contractual obligation on the part of the
Company, and Participants shall have the status of general unsecured creditors
under the Plan with respect to any obligation of the Company to pay benefits
pursuant hereto. Any funds of the Company available to pay benefits pursuant to
the Plan (but not any amounts held in trust) shall be subject to the claims of
general creditors of the Company, and may be used for any purpose by the
Company.
3.3 Trust Arrangements.
9
<PAGE> 10
Notwithstanding Section 3.2, the Company may at any time
transfer assets representing all or any portion of a Participant's Account to
the Trust to be held and invested and reinvested by the Trustee pursuant to the
terms of the Trust Agreement and this Section 3.3. However, to the extent
provided in the Trust Agreement only, such transferred amounts shall remain
subject to the claims of general creditors of the Company. To the extent that
assets representing a Participant's Account are held in the Trust when his
benefits under the Plan become payable, the Plan Administrator may direct the
Trustee to pay such benefits to the Participant from the assets of the Trust.
10
<PAGE> 11
ARTICLE IV
DISTRIBUTIONS AND FORFEITURES
4.1 Distributions.
(a) On each of the first five Award Anniversary Dates with
respect to an Award, if the Participant remains an employee of an Employer, the
Participant shall be entitled to a payment as follows:
<TABLE>
<CAPTION>
Award Anniversary Date Payment as a Percentage of Subaccount
---------------------- -------------------------------------
<S> <C>
First 20 percent
Second 25 percent
Third 33 1/3 percent
Fourth 50 percent
Fifth 100 percent
</TABLE>
Each payment shall be based upon the value of the subaccount
established for the Award, as adjusted for previous distributions and as
adjusted for investment gains and losses through a date determined by the Plan
Administrator prior to such distribution; such date shall be established to
allow the liquidation of assets held by the Trust or the Company, as applicable,
to provide cash for such distribution. Distribution shall be made as soon as
administratively feasible following the Award Anniversary Date. The value of
each subaccount shall be reduced by the amount of the payment made to the
Participant.
(b) Amounts which would otherwise be paid under this Plan may
be subject to deferral elections under the Company's or SunAmerica's other
plans, but only to the extent
11
<PAGE> 12
provided in such other plans and subject to rules established under such other
plans.
4.2 Forfeitures.
Upon the date a Participant ceases to be an employee of an
Employer for any reason whatsoever, the portion of each of the Participant's
subaccounts which had not yet become payable shall be immediately and
irrevocably forfeited. Upon such a forfeiture, the amount of each such a
Participant's subaccounts shall be reduced to zero, and no payment shall be made
to the Participant on account of the Participant's subaccounts. Such subaccounts
shall not be restored if the Participant is subsequently rehired by an Employer.
4.3 Death and Disability.
(a) Notwithstanding Section 4.2, if a Participant dies while
an employee of an Employer, or ceases to be an employee of an Employer on
account of the Participant's total and permanent disability, then the payment
which would otherwise have been made upon the Award Anniversary Date which
immediately follows such death or disability shall be made. Such payment shall
be made to the Participant in the event of disability, or to the Participant's
beneficiary in the event of death. After such payment the remaining portion of
the Participant's subaccounts shall be forfeited as set forth in Section 4.2.
(b) If a Participant dies following an Award Anniversary Date,
but before the payment under Section 4.1 has been made with respect to such
Award Anniversary Date, then payment with respect to such Award Anniversary Date
shall be made to the Participant's Beneficiary (in addition to any payment with
respect to the immediate following Award Anniversary Date, as set forth in
subsection (a), above).
12
<PAGE> 13
ARTICLE V
PLAN ADMINISTRATOR
5.1 Members. The Plan Administrator shall consist of a
committee or an individual appointed by the Board, or the Stock Option and
Compensation Committee thereof, to serve at its pleasure. Members of the
committee shall not be required to be employees of the Company or Participants.
Any committee member may resign by giving notice, in writing, filed with the
Board or the Stock Option and Compensation Committee thereof.
5.2 Action. Action of the Plan Administrator may be taken with
or without a meeting of committee members; provided, however, that any action
shall be taken only upon the vote or other affirmative expression of a majority
of the committee members qualified to vote with respect to such action. If a
member of the committee or the appointed individual is a Participant in the
Plan, he shall not participate in any decision which solely affects his own
Account. The Plan Administrator shall for purposes of administering the Plan
choose a secretary who shall keep minutes of the Plan Administrator's
proceedings and all records and documents pertaining to the administration of
this Plan. The secretary may execute any certificate or any other written
direction on behalf of the Plan Administrator.
5.3 Right and Duties. The Plan Administrator shall administer
the Plan and shall have all powers necessary to accomplish that purpose,
including (but not limited to) the following:
(a) To take any actions which may be taken by the Company or
SunAmerica hereunder, including the grant of Awards hereunder.
13
<PAGE> 14
(b) To construe, interpret, and administer this Plan.
(c) To make allocations and determinations required by this
Plan, and to maintain records regarding Participants' Accounts.
(d) To compute and certify to the Company and the Trustee the
amount and kinds of benefits payable to Participants or their Beneficiaries, and
to determine the time and manner in which such benefits are to be paid.
(e) To authorize all disbursements by the Company and the
Trustee pursuant to this Plan and the Trust.
(f) To maintain all the necessary records of the
administration of this Plan.
(g) To make and publish such rules for the regulation of this
Plan as are not inconsistent with the terms hereof.
(h) To delegate to other individuals or entities from time to
time the performance of any of its duties or responsibilities hereunder.
(i) To direct the Trustee concerning the performance of
various duties and responsibilities under the Trust; and
(j) To establish or to change the investment options under
Section 3.1 of the Plan and the Trust.
The Plan Administrator has the exclusive right to construe and
to interpret the Plan, to decide all questions of eligibility for benefits and
to determine the amount of such
14
<PAGE> 15
benefits, and its decisions on such matters are final and conclusive.
5.4 Compensation, Indemnity and Liability. All expenses of the
Plan Administrator shall be paid by SunAmerica. The Company shall indemnify and
hold harmless the Plan Administrator and each member of the committee, if any,
against any and all expenses and liabilities, including reasonable legal fees
and expenses, arising out of his membership on the committee, excepting only
expenses and liabilities arising out of his own willful misconduct or gross
negligence.
5.5 Taxes. If the whole or any part of any Participant's
Account shall become liable for the payment of any estate, inheritance, income,
or other tax which the Company shall be required to pay or withhold, the Company
shall have the full power and authority to withhold and pay such tax out of any
monies or other property in its hand for the Account of the Participant whose
interests hereunder are so liable. Prior to making any payment, the Company may
require such releases or other documents from any lawful taxing authority as it
shall deem necessary.
15
<PAGE> 16
ARTICLE VI
AMENDMENT AND TERMINATION
6.1 Amendments. The Company shall have the right to amend this
Plan in whole or in part from time to time by resolution or action of the Board
and to amend and cancel any amendments; provided, however, that no action under
this Section shall cancel or adversely affect amounts credited at that time to
any Participant's Account. All Participants shall be bound by such amendments.
6.2 Discontinuance of Plan. The Company reserves the right to
discontinue and terminate the Plan at any time, for any reason (including a
change, or an impending change, in the tax laws of the United States or any
State) by resolution of the Board. If the Plan is terminated, the Plan
Administrator shall be notified of such action, and the Plan shall be terminated
at the time therein set forth. Termination of the Plan shall be binding on all
Participants, but in no event may such termination cancel or adversely affect
amounts credited at that time to any Participant's Account.
16
<PAGE> 17
ARTICLE VII
MISCELLANEOUS
7.1 Limitation on Participant's Rights. Participation in this
Plan shall not give any Participant the right to be retained in the Employer's
employ or any right or interest in this Plan or any assets of the Company other
than as herein provided. The Employer reserves the right to terminate any
Participant without any liability for any claim against the Employer or the
Company except to the extent provided herein.
7.2 Other Plans. This Plan shall not affect the right of any
Eligible Employee or Participant to participate in and receive benefits under
and in accordance with the provisions of any other employee benefit plans which
are now or hereafter maintained by the Company, unless the terms of such other
employee benefit plan or plans specifically provide otherwise.
7.3 Receipt or Release. Any payment to a Participant in
accordance with the provisions of this Plan shall, to the extent thereof, be in
full satisfaction of all claims against the Plan Administrator and the Company,
and the Plan Administrator may require such Participant, as a condition
precedent to such payment, to execute a receipt and release to such effect.
7.4 Governing Law.
(a) This Plan shall be construed, administered, and governed
in accordance with the laws of the State of New York. If any provisions of this
instrument shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.
17
<PAGE> 18
(b) BY PARTICIPATING IN THIS PLAN, THE PARTICIPANT AND THE
COMPANY HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL
COURT (OR, IF CONCURRENT JURISDICTION EXISTS, STATE COURT) LOCATED IN THE COUNTY
OF NEW YORK OVER ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO OR
CONCERNING THE PLAN. The Company and the Participant acknowledge that the forum
designated by this section has a reasonable relation to the Plan and the
Participant's relationship with the Company. Notwithstanding the foregoing,
nothing herein shall preclude the Company from bringing any action, suit or
proceeding in any other court for the purpose of enforcing the provisions of
this section.
(c) The agreement by the Company and the Participant as to
forum is independent of the law that may be applied in the action, suit or
proceeding, and the Company and the Participant hereby (i) agree to such forum
even if the forum may under applicable law choose to apply non-forum law, (ii)
hereby waive, to the fullest extent permitted by applicable law, any objection
which now or hereafter may have to personal jurisdiction or to the laying of
venue of any such action, suit or proceeding in any court referred to in
subsection (c), (iii) undertake not to commence any action, suit or proceeding
arising out of or relating to or concerning the Plan in any forum other than a
forum described in this section, and (iv) agree that, to the fullest extent
permitted by applicable law, a final and non-appealable judgment in any such
action, suit or proceeding in any such court shall be conclusive and binding
upon the Company and the Participant.
(d) The Participant, as a condition to the Participant's
participation in the
18
<PAGE> 19
Plan, irrevocably appoints the Corporate Secretary of the Company as the
Participant's agent for service of process in connection with any action, suit
or proceeding arising out of or relating to or concerning the Plan, who shall
promptly advise the Participant of any such service of process.
(e) The Participant hereby agrees to keep confidential the
existence of, and any information concerning, a dispute described in this
section, except that the Participant may disclose information concerning such
dispute to the court that is considering such dispute or to the Participant's
legal counsel (provided that such counsel agrees not to disclose any such
information other than is necessary to the prosecution or defense of the
dispute).
7.5 Gender, Tense, and Headings. In this Plan, whenever the
context so indicates, the singular or plural number and the masculine, feminine,
or neuter gender shall be deemed to include the other. Headings and subheadings
in this Plan are inserted for convenience of reference only and are not
considered in the construction of the provisions hereof.
7.6 Successors and Assigns. This Plan shall inure to the
benefit of and be binding upon, the parties hereto and their successors and
assigns; provided, however, that the amounts credited to the Account of a
Participant shall not be assignable or transferable in any manner and, any
purported transfer, assignment, encumbrance or attachment thereof shall be void
and of no effect. In the event of a dispute involving any individual's right to
receive the distribution of the Account, the Plan Administrator or the Company
may enter an interpleaded action. Payment of the Account to a court of competent
jurisdiction with proper notice to the appropriate parties in dispute shall be
in full satisfaction of all claims against the Plan Administrator and the
Company as to the Account, and shall be equivalent to a receipt and release
pursuant to Section 7.3.
19
<PAGE> 1
Exhibit 4(b)
SUNAMERICA
EXECUTIVE SAVINGS PLAN
RESTATED EFFECTIVE JANUARY 1, 1997
<PAGE> 2
SUNAMERICA
EXECUTIVE SAVINGS PLAN
WHEREAS, SunAmerica Inc. (the "Company") and certain of its
affiliates maintain a tax-qualified profit-sharing plan which includes a pre-tax
401(k) plan feature ("401(k) Plan"); and
WHEREAS, under the 401(k) Plan certain highly compensated
employees are prevented by the tax laws from making the full amount of
contribution they desire to make; and
WHEREAS, the Company established, effective April 1, 1989, a
plan ("Plan") to permit eligible employees to defer amounts they cannot now
defer under the 401(k) Plan and for certain other purposes; and
WHEREAS, the Company now wishes to amend the Plan so that the
deferrals under the Plan are more closely coordinated with the limitations
applicable to the 401(k) Plan; and
WHEREAS, the Company wishes to make certain other changes to
the Plan;
NOW, THEREFORE, the SunAmerica Executive Savings Plan
(formerly titled "SunAmerica Supplemental Deferral Plan" and "Broad
Inc./SunAmerica Supplemental Deferral Plan") is hereby restated in its entirety,
effective as of January 1, 1997, as set forth below. The provisions of this
restated Plan shall apply to all existing amounts credited under the Plan prior
to its restatement.
<PAGE> 3
ARTICLE I
DEFINITIONS
When used in this Plan, the following terms shall have the
meanings set forth below unless a different meaning is plainly required by the
context:
1.1 "Account" means the records maintained by the Plan
Administrator to determine each Participant's interest under this Plan. Such
Account may be reflected as a book reserve entry in the Company's accounting
records, or as a separate account under the Trust, or as a combination of both.
Each Participant's Account shall consist of at least two subaccounts: a Deferral
Subaccount and a Company Matching Subaccount. The Plan Administrator may
establish such additional subaccounts as it deems necessary for the proper
administration of the Plan.
1.2 "Anniversary Date" means the last day of each Plan Year.
1.3 "Available 401(k) Deferral" has the meaning set forth in
Section 3.2(a)(2).
1.4 "Base Compensation" means an Eligible Employee's
Compensation, reduced by any amounts which the Plan Administrator determines
constitutes incentive compensation (including incentive compensation paid to
marketing and non-marketing employees).
1.5 "Beneficiary" means the person or persons last designated
in writing by the Participant to receive the amounts provided by this Plan in
the event of such Participant's death; or if no designation shall be in effect
at the time of a Participant's death or if all designated Beneficiaries shall
have predeceased the Participant, then the Beneficiary shall be the following
(in the priority order listed):
3
<PAGE> 4
i) The trustee then existing of any inter vivos (living) trust
(including any amendment thereto up to the time of the Participant's death)
established by the Participant for the benefit of the Participant's surviving
spouse and/or issue, provided the Participant's surviving spouse (if there be
one) is either a signatory thereto, or acknowledges, in writing to the Plan
Administrator, such surviving spouse's approval thereof;
ii) Such Participant's surviving spouse, if any;
iii) The Participant's lawful living issue (including adopted
issue) who survive such Participant, with each such issue's beneficial interest
to be determined by right of representation;
iv) Otherwise, the Participant's estate.
1.6 "Code" means the Internal Revenue Code of 1986, as
amended.
1.7 "Company" means SunAmerica Inc. (a Maryland corporation)
or its successor or successors.
1.8 "Company Matching Subaccount" means the subaccount of a
Participant's Account maintained to reflect his interest in the Plan
attributable to the Company's matching credits or contributions.
1.9 "Compensation" means the gross amount of salary or wages
paid to an Eligible Employee on the books of the Employer on account of a Plan
Year, including overtime payments, commission payments, and bonus payments, and
also including any amount of salary or wages which the Eligible Employee elects
to defer under the 401(k) Plan or this Plan, or to contribute on a pre-tax basis
under Section 125 to a healthcare or similar plan.
4
<PAGE> 5
1.10 "Deferral Subaccount" means the subaccount of a
Participant's Account maintained to reflect his interest in the Plan
attributable to his deferrals of Compensation.
1.11 "Election Form" means the form prescribed by the Plan
Administrator on which a Participant may specify the amount of his Compensation
that is to be deferred pursuant to the provisions of Section II, whether the
Participant's Available 401(k) Deferral should be contributed to the 401(k)
Plan, and the timing and form of benefit payment requested by the Participant.
1.12 "Eligible Employee" means any management or highly
compensated employee of an Employer designated by the Plan Administrator as an
employee eligible to participate in the Plan. The Plan Administrator shall limit
Eligible Employee status to a select group of management or highly compensated
employees, as set forth in Sections 201, 301 and 401 of ERISA.
1.13 "Employer" means the Company and any affiliate or
subsidiary which adopts the Plan with the consent of the Company.
1.14 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.
1.15 "401(k) Matching Contribution" has the meaning set forth
in Section 3.2(b)(2).
1.16 "401(k) Plan" means the SunAmerica Inc. Profit Sharing
and Retirement Plan, as it may be amended from time to time.
1.17 "Participant" means any Eligible Employee who elects to
defer
5
<PAGE> 6
Compensation under this Plan.
1.18 "Plan" means the SunAmerica Executive Savings Plan, as it
may be amended from time to time. This Plan constitutes an unfunded plan
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees, as set forth in
Sections 201, 301 and 401 of ERISA.
1.19 "Plan Year" means the 12-month period January 1 to
December 31.
1.20 "Plan Administrator" means the committee or individual
appointed pursuant to the provisions of this Plan to administer this Plan.
1.21 "Trust" means the grantor trust maintained under the
terms of the Trust Agreement.
1.22 "Trust Agreement" means that certain agreement, known as
the Broad Inc./SunAmerica Supplemental Deferral Trust Agreement, entered into by
and between the Company and the Trustee simultaneously herewith, as amended from
time to time.
1.23 "Trustee" means the one or more persons (including an
organization) who have entered into the Trust Agreement as Trustee of the Trust
thereunder, and any duly appointed successor.
1.24 "Valuation Date" means the Annual Valuation Date,
December 31, and any other date(s) selected by the Plan Administrator as of
which the assets of the Plan are valued.
ARTICLE II
PARTICIPATION
6
<PAGE> 7
2.1 Eligibility. Each individual designated as an Eligible
Employee shall be eligible to participate in this Plan.
2.2 Deferral Election. Each Eligible Employee may elect to
defer any whole percentage up to 90% of his Compensation in the manner described
in Section 2.3. Notwithstanding the foregoing, no Eligible Employee shall be
allowed to defer Compensation to the extent the Plan Administrator determines
that such compensation should be withheld to pay the employee's portion of taxes
under the Federal Insurance Contributions Act, any state, federal or local
income taxes, payments required to maintain coverage for the employee or the
employee's dependents under any welfare plan or program of the Company, or any
similar payment. Any amount of Compensation deferred by a Participant hereunder
shall be distributed as provided in Sections 3.2, 3.4 and 3.5.
2.3 Time and Manner of Election. When an employee of the
Company first becomes an Eligible Employee, he may make a prospective election
to defer Compensation at any time within 30 days after the date on which he
becomes an Eligible Employee. However, such election must be made prior to the
period of service for which the Compensation subject to the deferral election
would otherwise be payable. Any subsequent deferral election by the Eligible
Employee must be made not later than December 31st of the Plan Year preceding
the Plan Year for which the Compensation subject to the deferral election would
otherwise be payable.
An election to defer Compensation must be made in writing on
an Election Form and must be filed with the Plan Administrator. The Election
Form must specify the Compensation to be deferred in the manner set forth on the
Election Form. If an Eligible Employee fails to file an Election Form with the
Plan Administrator by the prescribed time, he
7
<PAGE> 8
will be deemed to have elected not to defer any Compensation under this Plan.
Except as provided in Section 2.4, a Participant may not discontinue or change
his election for a year which he has elected to defer after the applicable
election date.
2.4 Change of Election. Upon written notice to the Plan
Administrator delivered not less than ten days prior to the end of a Plan Year,
a Participant may increase, decrease, or discontinue his deferral election for
the following Plan Year; provided, however, that (a) the election to increase,
decrease, or discontinue the amount deferred, and (b) the amount to be deferred
after such election, are within the limitations set forth in Sections 2.2 and
2.3. If the Participant fails to deliver a change of election form in the manner
provided in this section, his deferral election shall remain in effect for the
following Plan Year. In addition, a Participant may at any time terminate an
election and discontinue future deferrals of Compensation under this Plan during
the Plan Year by providing written notice to the Plan Administrator not less
than ten days prior to the start of the next payroll period for which
Compensation will be payable. In such event, Compensation earned for services
subsequent to such termination will be paid directly to the Eligible Employee
and will not be subject to his prior deferral election. A Participant who elects
to discontinue participation in the Plan for a Plan Year may not recommence
participation in the Plan until the next following Plan Year.
2.5 Coordination with 401(k) Plan Election. At the time a
Participant makes an election under Section 2.3 or changes an election under
Section 2.4, the Participant shall also separately elect whether the
Participant's Available 401(k) Deferral (if any) should be contributed to the
401(k) Plan, as described in Section 3.2(a). Such election shall be irrevocable
for the Plan Year to which it relates. The election made under this Section 2.5
shall be in lieu of any other election to make elective deferrals under the
401(k) Plan. A Participant may make
8
<PAGE> 9
elective deferrals under the 401(k) Plan only as provided in this Plan.
ARTICLE III
PARTICIPANT ACCOUNTS
3.1 Establishment of Accounts. The Plan Administrator shall
open and maintain an Account for each Participant. Separate records shall be
maintained of each Participant's Deferral Subaccount and Company Matching
Subaccount. The Plan Administrator shall maintain Account and Subaccount records
with respect to any amounts transferred to the Trustee as provided in Section
3.7, or contributed to the 401(k) Plan as provided in Section 3.2.
3.2 Accounting for Participants' Interests.
(a) Deferral Subaccount.
(1) Initial Crediting of Subaccount. Each Participant's
Deferral Subaccount shall be initially credited with the
amounts of Compensation deferred by the Participant at the
time such amounts would otherwise have been payable to the
Participant.
(2) Debiting of Subaccount by Available 401(k) Deferral. As
soon as feasible following the end of a Plan Year, the Plan
Administrator shall determine, in conjunction with the
administrator of the 401(k) Plan, each Participant's Available
401(k) Deferral. The Plan Administrator shall determine each
Participant's Available 401(k) Deferral in its sole
discretion, provided that: (i) the Available 401(k) Deferral
for any
9
<PAGE> 10
Participant shall not exceed the amount specified in Section
402(g) of the Code, (ii) the Available 401(k) Deferral for any
Participant, and the group of Participants as a whole, shall
not exceed an amount which, if contributed as elective
deferrals to the 401(k) Plan, would cause the 401(k) Plan to
fail to satisfy the limitation of Code Section 401(k)(3),
would increase the margin by which the 401(k) Plan fails to
satisfy the limitation of Code Section 401(k)(3), or would
cause the 401(k) Plan to fail to satisfy the nondiscrimination
requirements of Code Section 401(a)(4). Notwithstanding the
foregoing, the Plan Administrator may (but shall not be
required to) establish Available 401(k) Deferral(s) in excess
of the limits set forth in clause (ii) above if the
administrator of the 401(k) Plan certifies that the 401(k)
Plan will otherwise satisfy the limitation of Code Section
401(k)(3). The Available 401(k) Deferral for any Participant
(or all Participants) may be zero if the Plan Administrator so
determines in its sole discretion. In no event shall a
Participant's Available 401(k) Deferral exceed the amount of
Compensation deferred by the Participant for the Plan Year.
Each Participant's Deferral Subaccount shall be debited by the
amount of the Participant's Available 401(k) Deferral at the
time the Available 401(k) Deferral is contributed to the
401(k) Plan or refunded to the Participant, as specified in
subsection 3.2(a)(3).
(3) Contribution to 401(k) Plan or Refund to Participant. If
the Participant elected, pursuant to Section 2.5, to have his
Available 401(k) Deferral contributed to the 401(k) Plan, then
such amount shall be contributed to the 401(k) Plan as soon as
practicable following the end of the Plan Year, but in no
event later than the March 15 following the end of the Plan
Year. If the Participant did not elect
10
<PAGE> 11
to have the Available 401(k) Deferral contributed to the
401(k) Plan, then the Participant's Available 401(k) Deferral
shall be paid to the Participant as soon as feasible following
the end of the Plan Year, but in no event later than the March
15 following the end of the Plan Year.
(b) Company Matching Subaccount.
(1) Initial Crediting of Subaccount. On a monthly basis, the
Company Matching Subaccount of each Participant who is
actively employed on the last day of the month shall be
initially credited with the amount that the Company would have
contributed to the Participant's Forfeitable Matching
Contribution Account under the 401(k) Plan for such month
pursuant to the provisions of Section 3.8 of the 401(k) Plan
if the amount of Compensation that the Participant elected to
defer under this Plan was instead deferred under the 401(k)
Plan, subject to the limitations stated in Sections 3.3 and
3.8 of the 401(k) Plan that matching contributions shall only
be made with respect to the first 4% of an Eligible Employee's
Base Compensation, but without regard to the other limitations
of the 401(k) Plan. The Plan Administrator may, in its sole
discretion, establish a different formula for determining the
matching contributions under this Plan; provided that any such
formula which would reduce the available matching contribution
for any Eligible Employee to less than 4% of Base Compensation
shall be announced to Eligible Employees prior to the Plan
Year for which such formula applies.
(2) Debiting of Subaccount by 401(k) Plan Matching
Contribution. The Participant's Company Matching subaccount
shall be debited by either (i) in the
11
<PAGE> 12
case of a Participant who elected to have his Available 401(k)
Deferral contributed to the 401(k) Plan, the amount actually
contributed by the Company to the Participant's Forfeitable
Matching Contribution Account under the 401(k) Plan, or (ii)
in the case of a Participant who elected to have his Available
401(k) Deferral refunded to him, the amount which would have
been contributed by the Company to the Participant's
Forfeitable Matching Contribution Account under the 401(k)
Plan if the Participant's Available 401(k) Deferral had been
contributed to the 401(k) Plan. In either case, the debiting
shall be made at the time the Company makes its Matching
Contribution to the 401(k) Plan for Participants.
3.3 Vesting of a Participant's Account. A Participant's
interest in his Deferral Subaccount shall be at all times 100% vested and
nonforfeitable. A Participant's interest in his Company Matching Subaccount
shall be at any time vested in the same percentage in which he is vested in his
Forfeitable Matching Contribution Account balance under the terms of the 401(k)
Plan. If a Participant terminates employment with the Company prior to being
100% vested in his Company Matching Subaccount he will forfeit the nonvested
portion of his Company Matching Subaccount as of the end of the month in which
his termination of employment occurs (unless he resumes employment with the
Company prior to that time). To the extent that assets representing such
Participant's Company Matching Subaccount were held in the Trust, the amount so
forfeited may be applied by the Company toward its matching contributions under
Section 3.2(b) for the Plan Year or a subsequent Plan Year.
3.4 Distribution of a Participant's Account Following
Termination of Employment.
12
<PAGE> 13
(a) Request of Distribution Form. Pursuant to the Election
Form completed at the time a Participant elects to defer Compensation pursuant
to Section 2.2, the Participant shall specify the form of payment which the
Participant requests that his or her Account be distributed upon termination of
employment. The Participant may change the request by filing a new Election
Form, provided that the change is filed with the Plan Administrator at least one
year prior to the Participant's termination of employment. A Participant's last
timely request shall apply to the Participant's entire Account, unless the Plan
Administrator explicitly provides otherwise. The optional forms of payment which
may be requested are as follows:
(1) A lump sum payment on the date (which shall be no later
than five years following termination of employment)
designated by the Participant in the Participant's Election
Form; or
(2) Annual installments over 5, 10 or 15 years, to begin on a
date (which shall be no later than five years following
termination of employment) designated by the Participant in
the Participant's Election Form.
The amount to be paid to the Participant shall be the vested portion (determined
as of termination of employment) of the Participant's Account. The vested and
unpaid portion of a Participant's Account shall continue to be credited (or
debited) monthly with investment gains and losses as set forth in Section
3.7(b). If installment payments are made to the Participant, the Plan
Administrator shall adjust the amount of each installment as it deems
appropriate to take into account investment gains or losses which occur during
the period that installment payments are made. Accordingly, the crediting (or
debiting) of investment gains (or losses) may result in installment payments
which are not substantially equal, and may deplete the Participant's
13
<PAGE> 14
Account before all installment payments are made.
(b) Disposition of Participant's Request. If a Participant's
employment with the Company terminates on or after the Participant reaches age
55, distribution of the Participant's entire Account shall be made in the form
last timely requested by the Participant. If a Participant's employment with the
Company terminates before the Participant reaches age 55, distribution of the
Participant's entire Account shall be made, in the Plan Administrator's sole
discretion, either (1) in the form last timely requested by the Participant, or
(2) a single lump sum as soon as feasible following termination of employment.
The Plan Administrator shall exercise its discretion in the manner the Plan
Administrator determines best serves the interests of the Company.
(c) Death of Participant. In the event of the death of a
Participant, the Participant's entire remaining unpaid Account (adjusted for
investment gains and losses through the date of payment) shall be distributed in
a single lump sum to the Participant's beneficiary as soon as feasible following
the Participant's death, regardless of the age of the Participant at the time of
death, or any election made by the Participant prior to death.
(d) Transition Rule. For any Participant whose employment
terminated prior to January 1, 1997, distribution shall commence as soon as
feasible following January 1, 1997, and shall be made in the form of payment
determined by the Committee.
3.5 Distributions Prior to Termination of Employment.
(a) Penalty Distributions. At any time, a Participant, in his
sole discretion, may withdraw up to 100% of his vested Account balance subject
to a penalty equal to 10% of the amount withdrawn. The 10% penalty shall be
permanently and irrevocably forfeited. The
14
<PAGE> 15
forfeited amount shall be the property of the Company.
(b) Hardship Distributions. A Participant may receive a
hardship distribution, subject to the approval of the Plan Administrator, if the
Participant suffers a financial hardship. A financial hardship exists if the
Participant demonstrates to the satisfaction of the Plan Administrator that he
has suffered a severe financial hardship which is unforeseeable, and that he
does not have other assets sufficient to satisfy the financial need created by
the hardship. A hardship includes, but is not limited to, a hardship as defined
in the 401(k) Plan. The determination of whether a Participant has suffered a
hardship shall be made by the Plan Administrator in its sole discretion. A
hardship distribution shall be in an amount no greater than the amount needed to
satisfy the hardship, as determined by the Plan Administrator.
(c) Advance Election. A Participant may receive a
distribution, without a penalty, of the dollar amount or percentage of his
Account requested by the Participant at least three years in advance of the
distribution date specified by the Participant. A Participant's election to
receive a distribution under this subsection may not be revoked at any time
within the three-year period preceding the date of distribution.
3.6 Benefits Unfunded. The benefits provided by this Plan
shall be unfunded except to the extent otherwise provided herein. All amounts
payable under this Plan to Participants shall be paid from the general assets of
the Company, and nothing contained in this Plan or the Trust Agreement shall
require the Company to set aside or hold in trust any amounts or assets for the
purpose of paying benefits to Participants, or invest assets in any particular
manner. This Plan shall create only a contractual obligation on the part of the
Company, and Participants shall have the status of general unsecured creditors
under the Plan with respect to
15
<PAGE> 16
amounts of Compensation they defer hereunder or any other obligation of the
Company to pay benefits pursuant hereto. Any funds of the Company available to
pay benefits pursuant to the Plan (but not any amounts held in trust) shall be
subject to the claims of general creditors of the Company, and may be used for
any purpose by the Company.
3.7 Trust Arrangements and Investment of Accounts.
(a) Notwithstanding Section 3.6, the Company may at any time
transfer assets representing all or any portion of a Participant's Account to
the Trust to be held and invested and reinvested by the Trustee pursuant to the
terms of the Trust Agreement and this Section 3.7. However, to the extent
provided in the Trust Agreement only, such transferred amounts shall remain
subject to the claims of general creditors of the Company. To the extent that
assets representing a Participant's Account are held in the Trust when his
benefits under the Plan become payable, the Plan Administrator may direct the
Trustee to pay such benefits to the Participant from the assets of the Trust.
(b) Except to the extent other investment funds or
arrangements are established by the Plan Administrator or the Trustee, amounts
in the Participant's Account under the Plan shall be credited (or debited) with
investment gains (or losses) corresponding to investment funds established by
the Plan Administrator and selected by the Participant. The Participant's
election of the investment fund or funds upon which such crediting and debiting
will be based, including the right to change such election with respect to his
future contributions and his existing account balance, shall be handled in the
manner prescribed by the Plan Administrator. Investment gains (or losses) on
amounts distributed from the Plan shall be credited through the last business
day of the month preceding the month in which distribution occurs.
16
<PAGE> 17
ARTICLE IV
PLAN ADMINISTRATOR
4.1 Members. The Plan Administrator shall consist of a
committee or an individual appointed by the Board to serve at its pleasure.
Members of the committee shall not be required to be employees of the Company or
Participants. Any committee member may resign by giving notice, in writing,
filed with the Board.
4.2 Action. Action of the Plan Administrator may be taken with
or without a meeting of committee members; provided, however, that any action
shall be taken only upon the vote or other affirmative expression of a majority
of the committee members qualified to vote with respect to such action. If a
member of the committee or the appointed individual is a Participant in the
Plan, he shall not participate in any decision which solely affects his own
Account. The Plan Administrator shall for purposes of administering the Plan
choose a secretary who shall keep minutes of the Plan Administrator's
proceedings and all records and documents pertaining to the administration of
this Plan. The secretary may execute any certificate or any other written
direction on behalf of the Plan Administrator.
4.3 Right and Duties. The Plan Administrator, on behalf of the
Participants, shall administer the Plan and shall have all powers necessary to
accomplish that purpose, including (but not limited to) the following:
(a) To construe, interpret, and administer this Plan;
(b) To make allocations and determinations required by this
Plan, and to maintain records regarding Participants' Accounts;
17
<PAGE> 18
(c) To compute and certify to the Company and the Trustee the
amount and kinds of benefits payable to Participants or their Beneficiaries, and
to determine the time and manner in which such benefits are to be paid;
(d) To authorize all disbursements by the Company and the
Trustee pursuant to this Plan and the Trust;
(e) To maintain all the necessary records of the
administration of this Plan;
(f) To make and publish such rules for the regulation of this
Plan as are not inconsistent with the terms hereof;
(g) To delegate to other individuals or entities from time to
time the performance of any of its duties or responsibilities hereunder;
(h) To direct the Trustee concerning the performance of
various duties and responsibilities under the Trust; and
(i) To establish or to change the investment options under
Section 3.7 of the Plan and the Trust.
The Plan Administrator has the exclusive right to construe and
to interpret the Plan, to decide all questions of eligibility for benefits and
to determine the amount of such benefits, and its decisions on such matters are
final and conclusive.
4.4 Compensation, Indemnity and Liability. The Plan
Administrator shall serve as such without bond and without compensation for
services hereunder. All expenses of the Plan Administrator shall be paid by the
Company. If the Plan Administrator is a committee,
18
<PAGE> 19
no member of the committee shall be liable for any act or omission of any other
member of the committee, nor for any act or omission on his own part, excepting
his own willful misconduct or gross negligence. The Company shall indemnify and
hold harmless the Plan Administrator and each member of the committee, if any,
against any and all expenses and liabilities, including reasonable legal fees
and expenses, arising out of his membership on the committee, excepting only
expenses and liabilities arising out of his own willful misconduct or gross
negligence.
4.5 Taxes. If the whole or any part of any Participant's
Account shall become liable for the payment of any estate, inheritance, income,
or other tax which the Company shall be required to pay or withhold, the Company
shall have the full power and authority to withhold and pay such tax out of any
monies or other property in its hand for the Account of the Participant whose
interests hereunder are so liable. Prior to making any payment, the Company may
require such releases or other documents from any lawful taxing authority as it
shall deem necessary.
ARTICLE V
CLAIMS PROCEDURE
5.1 Claims for Benefits. If a Participant or Beneficiary
(hereafter, "Applicant") does not receive timely payment of any benefits which
he believes are due and payable under the Plan, he may make a claim for benefits
to the Plan Administrator. The claim for benefits must be in writing and
addressed to the Plan Administrator or to the Company. If the claim for benefits
is denied, the Plan Administrator shall notify the Applicant in writing within
90 days after the Plan Administrator initially received the benefit claim. Any
notice of a denial of benefits shall advise the Applicant of the basis for the
denial, any additional material or information necessary for the Applicant to
perfect his claim, and the steps which the Applicant
19
<PAGE> 20
must take to have his claim for benefits reviewed.
5.2 Appeals. Each Applicant whose claim for benefits has been
denied may file a written request for a review of his claim by the Plan
Administrator. The request for review must be filed by the Applicant within 60
days after he received the written notice denying his claim. The decision of the
Plan Administrator will be made within 60 days after receipt of a request for
review and shall be communicated in writing to the Applicant. Such written
notice shall set forth the basis for the Plan Administrator's decision. If there
are special circumstances (such as the need to hold a hearing) which require an
extension of time for completing the review, the Plan Administrator's decision
shall be rendered not later than 120 days after receipt of a request for review.
ARTICLE VI
AMENDMENT AND TERMINATION
6.1 Amendments. The Company shall have the right to amend this
Plan in whole or in part from time to time by resolution of the Board or by
action of the Company's Personnel, Compensation and Stock Plan Committee (or its
successor, and to amend and cancel any amendments; provided, however, that no
action under this Section shall cancel or adversely affect amounts credited at
that time to any Participant's Account. An amendment shall be in writing and
executed by a duly authorized officer of the Company. All Participants shall be
bound thereby.
6.2 Discontinuance of Plan. The Company expects to continue
this Plan, but does not obligate itself to do so. The Company reserves the right
to discontinue and terminate the Plan at any time, for any reason (including a
change, or an impending change, in the tax laws
20
<PAGE> 21
of the United States or any State) by resolution of the Board. If the Plan is
terminated, the Plan Administrator shall be notified of such action in a writing
executed by a duly authorized officer of the Company, and the Plan shall be
terminated at the time therein set forth. Termination of the Plan shall be
binding on all Participants, but in no event may such termination cancel or
adversely affect amounts credited at that time to any Participant's Account. If
this Plan is terminated, amounts theretofore credited to Participants' Accounts
shall either be paid to them immediately, or in some other manner consistent
with the provisions of Section 3.4, as determined by the Board in its sole
discretion.
ARTICLE VII
MISCELLANEOUS
7.1 Limitation on Participant's Rights. Participation in this
Plan shall not give any Participant the right to be retained in the Company's
employ or any right or interest in this Plan or any assets of the Company other
than as herein provided. The Company reserves the right to terminate any
Participant without any liability for any claim against the Company except to
the extent provided herein.
7.2 Other Plans. This Plan shall not affect the right of any
Eligible Employee or Participant to participate in and receive benefits under
and in accordance with the provisions of any other employee benefit plans which
are now or hereafter maintained by the Company, unless the terms of such other
employee benefit plan or plans specifically provide otherwise.
7.3 Receipt or Release. Any payment to a Participant in
accordance with the provisions of this Plan shall, to the extent thereof, be in
full satisfaction of all claims against the Plan Administrator and the Company,
and the Plan Administrator may require such Participant,
21
<PAGE> 22
as a condition precedent to such payment, to execute a receipt and release to
such effect.
7.4 Governing Law. This Plan shall be construed, administered,
and governed in all respect in accordance with applicable federal law and, to
the extent not preempted by federal law, in accordance with the laws of the
State of California. If any provisions of this instrument shall be held by a
court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions hereof shall continue to be fully effective.
7.5 Gender, Tense, and Headings. In this Plan, whenever the
context so indicates, the singular or plural number and the masculine, feminine,
or neuter gender shall be deemed to include the other. Headings and subheadings
in this Plan are inserted for convenience of reference only and are not
considered in the construction of the provisions hereof.
7.6 Successors and Assigns. This Plan shall inure to the
benefit of and be binding upon, the parties hereto and their successors and
assigns; provided, however, that the amounts credited to the Account of a
Participant shall not be assignable or transferrable and, except as provided by
Section 4.5, any purported transfer, assignment, encumbrance or attachment
thereof shall be void and of no effect. In the event of a dispute involving any
individual's right to receive the distribution of the Account, the Plan
Administrator or the Company may enter an interpleaded action. Payment of the
Account to a court of competent jurisdiction with proper notice to the
appropriate parties in dispute shall be in full satisfaction of all claims
against the Plan Administrator and the Company as to the Account, and shall be
equivalent to a receipt and release pursuant to Section 7.3.
22
<PAGE> 23
IN WITNESS WHEREOF, the Company has caused this restated Plan
to be executed by its duly authorized officer as of __________________, 1996.
SUNAMERICA INC.
By:
23
<PAGE> 24
AMENDMENT 1999-1
SUNAMERICA
EXECUTIVE SAVINGS PLAN
WHEREAS SunAmerica Inc., a Maryland corporation ("SAI"), maintained the
SunAmerica Executive Savings Plan (the "Plan"); and
WHEREAS as a result of the merger of SAI with and into American
International Group, Inc. (the "Company") as of January 1, 1999, the Company has
assumed the rights and obligations of SAI under the Plan; and
WHEREAS the Company has the right to amend the Plan; and
WHEREAS effective January 1, 2000, the Company adopted the SunAmerica
Five Year Deferred Cash Plan (the "Deferred Cash Plan"); and
WHEREAS the Company now wishes to amend the Plan to allow up to 90% of
a Participant's distributions from the Deferred Cash Plan to be subject to an
election of deferral under the Plan;
NOW THEREFORE the SunAmerica Executive Savings Plan is hereby amended
effective January 1, 2000 as follows:
1. Section 1.8 is amended to read in its entirety as follows:
"1.8 "Company" Matching Subaccount" means the subaccount of a
Participant's Account maintained to reflect his interest in
the Plan attributable to the matching credits or contributions
of the Company's subsidiary, SunAmerica Inc., a Delaware
corporation."
2. Section 6.1 is amended to read in its entirety as follows:
-1-
<PAGE> 25
"6.1 Amendments. The Company shall have the right to amend
this Plan in whole or in part from time to time by resolution of the
Board of Directors of the Company or the Stock Option and Compensation
Committee thereof, and to amend and cancel any amendments; provided,
however, that no action under this Section shall cancel or adversely
affect amounts credited at that time to any Participant's Account.
All Participants shall be bound by such amendments."
2. Section 7.4 is amended by (1) designating the existing provision as
subsection 7.4(a); (2) deleting from "in accordance with applicable federal law
and, to the extent not preempted by federal law," in the second and third lines;
(3) changing "California" to "New York" where it appears in the existing
provision; and (3) adding the following to the end thereof:
"(b) BY PARTICIPATING IN THIS PLAN, THE PARTICIPANT AND THE
COMPANY HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY
FEDERAL COURT (OR, IF CONCURRENT JURISDICTION EXISTS, STATE COURT)
LOCATED IN THE COUNTY OF NEW YORK OVER ANY ACTION, SUIT OR PROCEEDING
ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN. The Company and
the Participant acknowledge that the forum designated by this section
has a reasonable relation to the Plan and the Participant's
relationship with the Company. Notwithstanding the foregoing, nothing
herein shall preclude the Company from bringing any action, suit or
proceeding in any other court for the purpose of enforcing the
provisions of this section.
(c) The agreement by the Company and the Participant as to
forum is independent of the law that may be applied in the action, suit
or proceeding, and the Company and the Participant (i) agree to such
forum even if the forum may under applicable law choose to apply
-2-
<PAGE> 26
non-forum law, (ii) hereby waive, to the fullest extent permitted by
applicable law, any objection which now or hereafter may have to
personal jurisdiction or to the laying of venue of any such action,
suit or proceeding in any court referred to in subsection (b), (iii)
undertake not to commence any action, suit or proceeding arising out of
or relating to or concerning the Plan in any forum other than a forum
described in this section, and (iv) agree that, to the fullest extent
permitted by applicable law, a final and non-appealable judgment in any
such action, suit or proceeding in any such court shall be conclusive
and binding upon the Company and the Participant.
(d) The Participant, as a condition to the Participant's
participation in the Plan, irrevocably appoints the Corporate Secretary
of the Company as the Participant's agent for service of process in
connection with any action, suit or proceeding arising out of or
relating to or concerning the Plan, who shall promptly advise the
Participant of any such service of process.
(e) The Participant hereby agrees to keep confidential the
existence of, and any information concerning, a dispute described in
this section, except that the Participant may disclose information
concerning such dispute to the court that is considering such dispute
or to the Participant's legal counsel (provided that such counsel
agrees not to disclose any such information other than is necessary to
the prosecution or defense of the dispute)."
3. The Plan is amended by adding the "Deferred Cash Plan Appendix" as
set forth below:
"SUNAMERICA EXECUTIVE SAVINGS PLAN
DEFERRED CASH PLAN APPENDIX"
1. PURPOSE. This Appendix is part of the SunAmerica Executive
Savings Plan ("Plan"). Terms which are defined in the Plan shall have
the same meaning when used in this
-3-
<PAGE> 27
Appendix. Under this Appendix, individuals who are Participants in the Plan as
well as in the SunAmerica Inc. Five Year Deferred Cash Plan (the "Deferred Cash
Plan") may elect to defer a portion of the payments they would otherwise receive
under the Deferred Cash Plan, pursuant to the rules set forth in this Appendix.
2. DEFERRED CASH PLAN ELECTION.
(a) Each Eligible Employee who is also a Participant
in the Deferred Cash Plan (a "DCP Participant") may elect to
defer any whole percentage up to 90% of the distributions
which would otherwise be made to the DCP Participant under the
Deferred Cash Plan. An individual who is not an Eligible
Employee is not considered a DCP Participant under this
Appendix, and is not permitted to defer his or her Deferred
Cash Plan payments hereunder. No more than 90% of the amount
otherwise payable under the Deferred Cash Plan in any calendar
year may be deferred under this Appendix. Notwithstanding the
foregoing, no DCP Participant shall be allowed to defer an
amount otherwise payable under the Deferred Cash Plan to the
extent the Plan Administrator determines that such amount
should be withheld to pay the employee's portion of taxes
under the Federal Insurance Contributions Act, any state,
federal or local income taxes, payments required to maintain
coverage for the employee or the employee's dependents under
any welfare plan or program of the Company, or any similar
payment.
(b) Any election by a DCP Participant to defer
amounts otherwise payable from the Deferred Cash Plan shall be
made pursuant to a "Deferred Cash Plan Election." A Deferred
Cash Plan Election must be made not later than the December 31
which is at least 12 months prior to the date on which the
payment under the Deferred Cash Plan would have been made in
the absence of the Deferred Cash Plan Election. Thus, for
-4-
<PAGE> 28
example, for payments which would otherwise be made under the
Deferred Cash Plan in the year 2002, the Deferred Cash Plan
Election must be made no later than December 31, 2000.
Notwithstanding the foregoing, for amounts which would
otherwise be paid from the Deferred Cash Plan in the year
2001, the Deferred Cash Plan Election may be made no later
than March 1, 2000.
(c) Each Deferred Cash Plan Election shall be made
with respect to the payments which would otherwise be made
under the Deferred Cash Plan in a calendar year. Thus, for
example, if a DCP Participant has more than one "Award" under
the Deferred Cash Plan, then the Participant may make a single
election concerning the payments under all Awards which would
otherwise become payable in a single calendar year.
Alternatively, if permitted by the Plan Administrator,
separate Deferred Cash Plan Elections may be permitted for
each Award under the Deferred Cash Plan.
(d) A Deferred Cash Plan Election must be made in
writing on a form prescribed by the Plan Administrator. The
form shall provide that the Participant may specify the amount
that is to be deferred and the timing and form of payment
requested by the Participant. A Participant may not
discontinue or change his Deferred Cash Plan Election
following the deadline for making a Deferred Cash Plan
Election.
3. INVESTMENT AND DISTRIBUTION.
(a) Amounts deferred pursuant to a Deferred Cash Plan
Election shall be credited to the Participant's Deferral
Subaccount. Such amounts shall be credited with investment
gains and losses as provided in this Plan.
(b) Any amounts deferred pursuant to a Deferred Cash
Plan Election which
-5-
<PAGE> 29
remain undistributed upon a DCP Participant becoming a "Normal Retiree," as
defined below, shall be distributed as elected by the DCP Participant pursuant
to the other provisions of this Plan. A DCP Participant becomes a Normal Retiree
upon satisfying the age and service requirements for normal retirement under the
AIG Retirement Plan, as amended from time to time (without regard to whether the
DCP Participant is a participant in the AIG Retirement Plan). Any other amounts
deferred pursuant to a Deferred Cash Plan Election shall be distributed
according to whichever of the following results in the earliest payment of the
amounts deferred:
(1) The distribution elected by the DCP
Participant pursuant to the other provisions of this
Plan;
(2) In a lump sum of any remaining unpaid
amounts with respect to all of the DCP Participant's
Awards under the Deferred Cash Plan as soon as
feasible following termination of employment;
(3) In a lump sum of any remaining unpaid
amounts with respect to any particular Award under
the Deferred Cash Plan as soon as feasible following
the tenth anniversary of the granting of such Award.
(c) The provisions of this Plan allowing for penalty
distributions, hardship distributions and distributions
pursuant to an advance election shall apply to amounts
deferred pursuant to a Deferred Cash Plan election.
4. NO 401(k) COORDINATION. Section 2.5 of the Plan, concerning
coordination with the 401(k) Plan, shall not apply to amounts deferred
under this Appendix. Amounts deferred under this Appendix shall not be
available for deferral to the 401(k) Plan, and shall not be
-6-
<PAGE> 30
eligible for credits to the Participant's Company Matching Subaccount
under the Plan.
5. OTHER PROVISIONS. The Plan Administrator shall determine
the extent to which the other provisions of the Plan apply to amounts
deferred pursuant to a Deferred Cash Plan Election.
-7-
<PAGE> 1
Exhibit 5
[Letterhead of Sullivan & Cromwell]
February 29, 2000
American International Group, Inc.,
70 Pine Street,
New York, New York 10270
Ladies and Gentlemen:
In connection with the registration under the Securities Act of
1933 (the "Act") of $300,000,000 aggregate amount of deferred compensation
obligations (the "Obligations") of American International Group, Inc., a
Delaware corporation (the "Company"), we, as your counsel, have examined such
corporate records, certificates and other documents, and such questions of law,
as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our
opinion, when the Registration Statement has become effective under the Act, the
SunAmerica Five Year Deferred Cash Plan and the SunAmerica Executive Savings
Plan, as amended, each substantially in the form filed as an exhibit to the
Registration Statement (the "Plans"), are duly authorized and approved by the
Company so as not to violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company, and the Obligations are issued in
accordance with the Plans as contemplated by the Registration Statement, the
Obligations will constitute valid and legally binding obligations of the
Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
We have relied as to certain matters on information obtained
from public officials, officers of the Company and other sources believed by
us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us under the heading
"Interest of Named Experts and Counsel" in the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 11, 1999,
related to the consolidated financial statements and financial statements
schedules which appears in American International Group, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1998 and its Current Report on
Form 8-K dated June 3, 1999, as amended. We also consent to the reference to
our firm in Item 5 of this Registration Statement on Form S-8.
PricewaterhouseCoopers LLP
New York, New York
February 29, 2000
