UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 14, 2005
AMERICAN INTERNATIONAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-8787 13-2592361
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
70 Pine Street
New York, New York 10270
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 770-7000
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(Former name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On December 14, 2005, the Compensation Committee of the Board of Directors of
American International Group, Inc. (AIG) approved and adopted the AIG 2005
Senior Partners Plan (2005 Plan). Under the 2005 Plan, select key employees
have been awarded units representing the right to receive $2,200 promptly after
January 1, 2011, so long as the participant's employment with AIG is not
terminated for any reason prior to payment. Special accelerated vesting and
payment rules apply if a participant dies, becomes permanently disabled or
retires after age 65. The 2005 Plan also provides for the payment of a
quarterly cash payment based upon a formula relating to the cash dividends AIG
pays on its common stock. The units granted to certain senior executive
officers are set forth in the table below. The 2005 Plan is attached hereto as
Exhibit 10.1.
In addition, the Compensation Committee has determined the annual year-end
bonuses for 2005 for certain senior executive officers, which are set forth in
the table below. These year-end bonuses are in addition to interim bonuses paid
by AIG.
Name and Principal Position Units Awarded Bonus Amount
Martin J. Sullivan.......................... 1250 $1,000,000
President and
Chief Executive Officer
Steven J. Bensinger......................... 625 $500,000
Executive Vice President and
Chief Financial Officer
Donald P. Kanak............................. 1000 $275,000
Executive Vice Chairman
and Chief Operating Officer
Jay S. Wintrob.............................. 750 $900,000
Executive Vice
President-Retirement Services
Richard W. Scott............................ 125 (see note)
Senior Vice
President-Investments
Thomas R. Tizzio............................ 1250 $250,000
Senior Vice Chairman-
General Insurance
Edmund S.W. Tse............................. 1750 $450,000
Senior Vice Chairman-
Life Insurance
Rodney O. Martin, Jr........................ 250 $900,000
Executive Vice President-
Life Insurance
Kristian P. Moor............................ 1000 $450,000
Executive Vice President-
Domestic General Insurance
Win J. Neuger............................... 875 $400,000
Executive Vice President
and Chief Investment Officer
Note: Mr. Scott participates in the AIG Global Investment Group compensation
plan and his 2005 bonus will not be determined until 2006.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 10.1 AIG 2005 Senior Partners Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN INTERNATIONAL GROUP, INC.
(Registrant)
Date: December 20, 2005 By /s/ KATHLEEN E. SHANNON
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Name: Kathleen E. Shannon
Title: Senior Vice President
and Secretary