Attached files
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8-K - FORM 8-K - AMERICAN INTERNATIONAL GROUP, INC. | y88442e8vk.htm |
EX-99.3 - EX-99.3 - AMERICAN INTERNATIONAL GROUP, INC. | y88442exv99w3.htm |
EX-99.2 - EX-99.2 - AMERICAN INTERNATIONAL GROUP, INC. | y88442exv99w2.htm |
Exhibit 99.1
Important Notice to all Members of the Board of Directors and Executive Officers
Concerning Restrictions on Trading AIG Securities
During Upcoming Blackout Period
Concerning Restrictions on Trading AIG Securities
During Upcoming Blackout Period
December 13, 2010
General Information Regarding Blackout Period and This Notice.
American International Group, Inc. (the Company) is moving the administration of certain
of its employee benefits plans (the Covered Plans) to a new third-party service provider.
To provide time for the transition to the new platform, all participants in the Covered Plans will
be temporarily restricted for a certain period (the Blackout Period) from performing
various transactions and obtaining information about their account(s). (Executive Officers who
participate in any of the Covered Plans should have already received information regarding the
Blackout Period.)
This Notice is being provided to you pursuant to the requirements of Section 306(a) of the
Sarbanes-Oxley Act, Rule 104 of Regulation BTR under the Securities Exchange Act of 1934, as
amended, and the Companys Regulation BTR Compliance Policy. During the Blackout Period, pursuant
to Section 306(a) of the Sarbanes-Oxley Act of 2002, Directors and Executive Officers of the
Company will be subject to certain trading restrictions, as described below.
Blackout Period. The Blackout Period for the Covered Plans, during which participants will be
unable to perform fund transfers, reallocations, provide investment directions, change contribution
elections, enroll, make a rollover into or obtain a loan, withdrawal, or distribution from a
Covered Plan, will begin at 4:00 p.m. Eastern Time on Wednesday, December 29, 2010 and end during
the week of January 9, 2011.
Trading Restrictions. During the Blackout Period, all Directors and Executive Officers of AIG will
be unable, directly or indirectly, to purchase, sell or otherwise acquire or transfer any equity
securities of AIG and derivative securities, including options, if such securities were acquired in
connection with employment or service as a Director or Executive Officer of the Company.
Transactions by a Directors or Executive Officers family members or by entities in which a
Director or Executive Officer has an interest are subject to the transaction restrictions to the
extent of the insiders pecuniary interest (determined in the same manner as for purposes of
Section 16).
Important Exemptions. The payment of stock salary is covered by an exemption under
Regulation BTR and is therefore not affected by the Blackout Period restrictions. Similarly, there
is an exemption for the vesting of previously granted equity-based awards. Lastly, in the
event that warrants to purchase shares of AIG Common Stock are issued, in connection with the
recently announced recapitalization, during the Blackout Period (conditioned on the closing of the
recapitalization), the issuance of such warrants is covered by a Reg BTR exemption and will
not be prohibited by the Blackout Period. There are certain other transactions that are exempt
from the Blackout Period restrictions.
However, the exemptions are narrow and Directors and Executive Officers should consult with Kathy
Shannon before taking any action involving AIG equity during the Blackout Period.
Please note that the trading restrictions imposed as a result of the Blackout Period are in
addition to the trading restrictions under AIGs Insider Trading Policy which remains in effect.
Questions. If Directors or Executive Officers have any questions about the Blackout Period, its
beginning or end dates or the trading restrictions, please contact Kathy Shannon at American
International Group, Inc., 80 Pine Street, 13th floor, New York, NY 10005 (212)
770-5123.
770-5123.
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