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): May 16, 2006
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 May 17, 2006, at the 2006 annual meeting of shareholders of American
International Group, Inc. (AIG), AIG's shareholders approved the Executive
Incentive Plan (EIP). The EIP was approved by AIG's Board of Directors on March
15, 2006, subject to shareholder approval. On approval of AIG's shareholders,
the EIP became effective as of January 1, 2006.
The EIP is a performance-based compensation program that establishes an
overall formula for performance based awards to senior executives. The EIP
permits the payment of annual incentive awards to eligible participants based on
AIG's adjusted net income (as defined in the EIP). Each participant may receive
an incentive award of up to three-tenths of one percent (0.3%) of AIG's adjusted
net income for each fiscal year. The annual award may be reduced at the
discretion of the Compensation Committee of the AIG Board of Directors
(Compensation Committee).
The EIP was designed so that all awards under EIP are considered
"performance-based compensation" within the meaning of Section 162(m)(4)(C) of
the Internal Revenue Code and the regulations thereunder. The EIP is attached
hereto as Exhibit 10.1 and is incorporated by reference herein.
In addition, on May 16, 2006, the Compensation Committee approved changes
to the vesting period and calculation of performance targets in the AIG Partners
Plan, which was originally adopted by the Board of Directors on March 15, 2006
and attached as Exhibit 10(73) to AIG's Annual Report on Form 10-K for the year
ended December 31, 2005. The amended and restated AIG Partners Plan is attached
hereto as Exhibit 10.2 and is incorporated by reference herein.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1 Executive Incentive Plan.
Exhibit 10.2 AIG 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: May 22, 2006 By /s/ KATHLEEN E. SHANNON
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Name: Kathleen E. Shannon
Title: Senior Vice President
and Secretary