DEPARTMENT OF THE TREASURY WASHINGTON, D.C. 20220

ANNEX A

APPROVED 2012 COMPENSATION STRUCTURES

This Annex sets forth terms and conditions for the 2012 compensation structures for AIG’s 2012 Covered Employees 26 – 100. For the avoidance of doubt, if the compensation structure for a Covered Employee fits within the $500,000 “safe harbor” exemption set forth in Section 30.16(a)(3)(ii) of the Rule, the Office of the Special Master’s approval is not required for that employee’s compensation structure and the terms and conditions specified below do not apply. Capitalized terms used in this Annex have the meaning given to them in the preceding letter. To the extent that AIG’s proposed structures do not satisfy the principles and these terms and conditions, AIG must make such modifications as are necessary to comply with such principles and terms and conditions.

1.     Primary Components of Compensation

·                  Cash salary. Covered Employees should not receive cash salaries in excess of $500,000, other than in exceptional circumstances for good cause shown. Any such exceptions must be individually certified to the Office of the Special Master by AIG’s compensation committee, which is composed solely of independent directors.

·                Stock salary. Stock salary must be determined as a dollar amount through the date salary is earned, be accrued at the same time or times as the salary would otherwise be paid in cash, and vest immediately upon grant, with the number of shares or units based on the fair market value on the date of grant. Whether a grant or payment that is labeled stock salary is salary or a bonus for purposes of the Rule is determined based on all the facts and circumstances.

·                  Incentive compensation. Under any incentive compensation structure, payments to a Covered Employee must be conditioned upon achievement of objective performance criteria (other than continued service), with such achievement to be assessed and certified by the compensation committee. Performance criteria must be developed by the compensation committee and may be reviewed by the Office of the Special Master. The aggregate amount of incentives paid to Covered Employees for performance achieved only in 2012 may not exceed a specified percentage of AIG’s eligible earnings. The amount and calculation of such eligible earnings will be determined by the compensation committee and may be reviewed by the Office of the Special Master.

2.     Allocation Rules

·                  Application of allocation rules. The allocation rules apply to each Covered Employee’s 2012 “total direct compensation payable,” which is equal to the sum of the amounts potentially payable to a Covered Employee (1) in 2012 cash salary, (2) in 2012 stock salary, or (3) under 2012 incentive plans. For purposes of these determinations, 2012 incentive plans are plans for which incentives are earned (a) solely with respect to 2012, and (b) under a multi-year incentive plan established in 2012. Compliance with the allocation rules is to be assessed based on a Covered Employee’s total direct compensation payable as designed and established in 2012, assuming that the target level of achievement under each incentive plan is reached.

·                  Cash Salary and Stock Salary allocation. Compensation payable as cash salary and stock salary may constitute no more than 40% of the total direct compensation payable to each Covered Employee in 2012.

·                  Incentive allocation. A minimum of 60% of the total direct compensation payable to each Covered Employee in 2012 must be allocated to performance-based incentive awards assuming

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that the target level of achievement is reached. No payment or equity award under a 2012 incentive plan may be made prior to the conclusion of the applicable performance period.

·                  Long-term allocation. Payment and transferability of least 50% of all performance-based incentive awards must be deferred for at least a three-year period. Pro rata release of such amounts is permitted, allowing two-thirds of such amount to become payable and transferable not earlier than the second anniversary of the date of the award and the last third of such amount to become payable and transferable on the third anniversary of the award. In addition, at least 50% of all performance-based incentive awards payable in the form of cash may not be paid prior to the first anniversary of grant.

·                  Equity allocation. At least 50% of all performance-based incentive awards must be delivered in the form of equity in the Company.

·                  Satisfying incentive allocations. The aggregate 2012 performance-based incentives actually paid or awarded to each Covered Employee must satisfy the above long-term and equity allocation requirements. If several incentive plans are in existence, this can be achieved either (1) by ensuring that the aggregate cash paid and equity awarded to a Covered Employee pursuant to each incentive plan separately satisfies the long-term and equity allocation requirements, or (2) by having one incentive compensation target package that complies with the allocation requirements and giving each Covered Employee a “scorecard” consisting of multiple goals; achievement against those goals would be evaluated resulting in an overall score, which would determine the percentage of the target that the Covered Employee had earned.

3.     Additional Terms and Conditions

·                  Stock compensation generally. For purposes of these determinations, “stock” compensation includes AIG common stock or common stock units.(2) Notwithstanding the transferability restrictions otherwise applicable to any stock compensation, (1) an amount of stock sufficient to cover an employee’s tax withholding obligations may become immediately transferable to the extent necessary to satisfy the employee’s obligations, and (2) to the extent permitted by the Rule, stock may become immediately transferable upon an employee’s death or separation from service resulting from disability, as defined in the Company’s broad-based long-term disability plan.

·                  Clawbacks and hedging. Any incentive payment must be subject to “clawback” if the payment or the amount thereof was based on materially inaccurate financial statements (which term includes, but is not limited to, statements of earnings, revenues, or gains) or any other materially inaccurate performance metric criteria, or if the Covered Employee is terminated due to misconduct that occurred during the period the incentive was earned. In addition, the compensation structure for each Covered Employee must prohibit the employee from engaging in any hedging, derivative or similar transaction with respect to Company stock that would undermine the long-term performance incentives created by the compensation structures set forth in this Annex.

·                  Employees entering the “top 25”. If AIG reasonably concludes that a Covered Employee may become one of the “top 25” employees in 2013, the compensation structure for that Covered Employee will be subject to the following additional terms and conditions to assure compliance with pertinent statutory and regulatory requirements. Any payment under a 2009, 2010, 2011, or

(2) Consistent with 2011, AIG has proposed the use of AIG common stock or common stock units for 2012 stock compensation, and the Office of the Special Master has approved this request.

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2012 incentive plan that would be payable to the Covered Employee in cash in the first quarter of 2013 consistent with the terms of this Annex, or any previous Annex relating to 2009, 2010, or 2011, may be paid on or before December 31, 2012. In addition, notwithstanding the other requirements of the related Annex, any incentive compensation for performance in 2009, 2010, 2011, or 2012 may be paid to the Covered Employee in the form of AIG common stock (but not stock units) that vests and is delivered on or before December 31, 2012, provided that the transferability of such stock shall be consistent with the structural principles of the related Annex. Finally, notwithstanding the other requirements of this Annex, up to one-third of the Covered Employee’s “annual compensation” for 2012 may be paid in the form of “long-term restricted stock,” as those terms are defined in the Rule. For the avoidance of doubt, all such payments continue to be subject to the applicable provisions in the related Annex regarding clawbacks and hedging.

·                  Severance. No 2012 compensation structure may establish the right to a “golden parachute” payment (as defined in the Rule) or permit an increase in the amount of such a payment under an already-existing arrangement.

4.     Other Components of Compensation

·                  Tax gross-ups. AIG is prohibited from providing (formally or informally) tax gross-ups to any of the Covered Employees, in the same manner as the gross-up prohibition applies to “top 25” employees under the Rule.

·                  Other compensation and perquisites. No more than $25,000 in total other compensation and perquisites, as defined by pertinent SEC regulations, may be provided to any Covered Employee, absent exceptional circumstances for good cause shown. Payments to Covered Employees under expatriate arrangements, not to exceed $350,000 per employee (excluding “tax equalization agreements” as defined in the Rule), are excluded from the limitation in the foregoing sentence.

·                  Supplemental executive retirement plans and non-qualified deferred compensation plans. No amounts may be accrued under supplemental executive retirement plans, and no Company contributions may be made to other “non-qualified deferred compensation” plans, as defined by pertinent SEC regulations, for any Covered Employee for 2012. For the avoidance of doubt, the foregoing limitation does not (1) apply to employee-funded elective deferral arrangements, or (2) preclude continuing recognition of age and service credit for Company employees for the purpose of vesting in previously accrued benefits under any plans referred to in this paragraph.

·                  Qualified plans. For the avoidance of doubt, the Office of the Special Master has determined that participation by the Covered Employees in broad-based, tax-qualified retirement and health and welfare plans is consistent with the public interest standard, and amounts contributed to or payable under such plans are not counted against the $25,000 limit on other compensation and perquisites.

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