Agreement for Binding Arbitration
Between
American International Group, Inc. and
Maurice R. Greenberg and Howard I. Smith
1. The
parties agree that the following claims shall be submitted
immediately to binding arbitration.
All claims of
American International Group, Inc. (“AIG”) against
Maurice R. Greenberg (“Greenberg”) and Howard I. Smith
(“Smith”) in American International Group, Inc.
Consolidated Derivative Litigation , Civil Action
No. 769-VCS (Del. Ch.) (“the Delaware Derivative
Action”); all claims of AIG against Greenberg and Smith in
In re American International Group, Inc. Derivative
Litigation , Master File No. 04 Civ. 8406 (DLC) (“the New
York Derivative Action”); and all claims of Greenberg and
Smith against AIG for advancement or indemnification.
The
parties do not purport to include in the arbitration any claims
currently being prosecuted in pending cases by AIG shareholders
against Greenberg and/or Smith.
2. The
parties will consider whether to arbitrate: (1) AIG’s
claims against Starr International Company, Inc.
(“SICO”) in Starr International Company, Inc. v.
American International Group, Inc. , No. 05 Civ. 6283
(JSR) (S.D.N.Y.) (the “federal SICO case”), and against
Greenberg, Smith and the other defendants in American
International Group, Inc. v. Greenberg et al. , N.Y. Sup. Ct.,
Index No. 600885/08 (Ramos, J.) (the “state SICO
case”), after final decision on any appeals in the federal
SICO case; (2) Greenberg’s and related entities’
subprime-related claims against AIG ( Greenberg v. American
International Group, Inc. , 09 Civ. 1885 (LTS) (S.D.N.Y.);
Starr Foundation v. American International Group, Inc. ,
N.Y. Sup. Ct., Index No. 601380/08; and Starr International
Company, Inc. v. American International Group, Inc. ,
No. 4021-09 (Juzgado 16 del Primer Circuito Judicial de
Panamá) (collectively, the “subprime cases”))
after final decisions have been rendered on defendants’
motions to dismiss those actions; and (3) any other claims by
or between the parties, their agents, and affiliates if and when
they arise. In the meantime, the parties agree to immediately stay
all other proceedings in the state SICO case and the subprime cases
with regard to all defendants in those cases. The parties also
agree, where necessary, to submit stipulations to effectuate such
stays as soon as practicable.
3. The
arbitration will be determined by a single arbitrator (the
“Arbitrator”), who shall be agreed to by the parties as
set forth in this paragraph. By September 15, 2009, each party
will propose an initial list of five
(5) individual’s
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