crew: department of the treasury: regarding aig bonuses: 7/15/10 – 2009-03-124_binder 1

8/9/2019 CREW: Department of the Treasury: Regarding AIG Bonuses: 7/15/10 2009-03-124_Binder 1

1/116 T00

Gay. Bonnie (Contractor)

From: REBECCACHRISTIE,BLOOMBERGINEWSROOM:[[email protected]]Sent: Wednesday, March 18, 2009 1:41 PMTo: [email protected]: (BN) AIG Letter, Citi Economist

A couple of interesting stories from las t night.

You're receiving this from Rebecca Christie at 8loomberg News. I f you'd l ike to stop gettingt he se e ma il s, or i f you know someone who would like to sign up, please don't h es it ate tocontact me.Questions, comments and general feedback always welcome too.

Rebecca Christ ieBloomberg News202 654 1273 - desk202 607 3933 - cel l

Wire: BLOOMBERG News (BN) Date: 2009-03-18 03:05:07 Geithner Says 'Wind Down' of AIG May

Accelerate (Update1)

(Adds reference to restructuring in third paragraph.)

By Brendan MurrayMarch 17 (Bloomberg) -- Treasury Secretary Timothy Geithner

told leaders in Congress he will ensure taxpayers aren ' t footingth e bi l l for American International Group Inc. 's employeebonuses and indicated th e firm's "wind down" may accelerate.

"We will continue our aggressive efforts to resolve th efuture status of AIG in a manner tha t will reduce systemic risksto our financial system while minimizing th e loss to

taxpayers," Geithner wrote in a l e t t e r today to House SpeakerNancy Pelosi, Senate Majority Leader Harry Reid and other to plawmakers.

"We wil l explore any and a l l responsible ways toaccelerate this wind-down process," he said, referring to th erestructuring tha t i s a lready tak ing place a t th e insurer.

Geithner has come under f ire from Congress for presidingover AIG's payment of about $16S mi llion in bonuses andretention pay to s taff . The company received a governmentbailout package in September that has since grown to about $170bil l ion, including as much as $30 bil l ion in new capitalannounced on March 2.

"We will impose on AIG a contractual commitment to pay th e

Treasury from the operat ions of th e company th e amount ofretention rewards jus t paid," Geithner said in th e le t ter. "I naddition, we will deduct from th e $30 bil l ion in assistance anamount equal to the amount of those payments."

Retention Awards

"We ar e presently working with th e Department of Justiceto determine what avenues ar e available by which we can recoup


2/116 T00

Robertson, Terri (Contractor)

From:Sent:To:Subject:

Williams, AndrewThursday, March 26, 20094:28 PMHsu, Michael; Lambright, James; Cutter, Stephanie2 Top Executives Leave A.LG. French Unit

I don' t have eoneerns h er e, l et m e k n ow i f y o u do .

March 27, 2009

2 Top Executives Leave A.I.G. French Unit

PARIS - The two top executives have resigned at the French unit ofthe AmerieanInternational Group's financial products business, the insurer said Thursday, as part ofanexodus of employees after an outcry over bonuses.

Mauro Gabriele, the president an d chief executive of Banque ALG., and his deputy, JimShephard, resigned because of "shared concerns regarding their ability to conductbusiness in the current hostile environment toward Banque ALG. an d A.LG. F.P.employees generally," the company said in a statement from New York, referring to ALG.Financial Products.The financial products division, based in London, helped to create the f'l's:dJJ.=-dcl


3/116 T00

Xavier Dubois, a spokesman for the Banque de France, the central bank, declined tocomment.An A.I.G. spokeswoman, Christina PreUo, said the financial products division employeescontinue to unwind the derivatives contracts. To date, they have reduced the number oftrades outstanding by almost 40 percent, to 44,000, she said. The notional value of theoutstanding derivatives contracts ha d declined to $1.6 trillion at the end of December2 0 0 8 , from $2.1 trillion a year earlier, she said.


4/116 T00

Robertson, Terri (Contractor)


on my wa y down

Albrecht, StephenMonday, March 09, 2009 6:04 PMLambright, JamesRE: gathering in 2418

From: Lambright, JamesSent: Monday, March 09, 2009 6:03 PMTo: Albrecht, StephenSubject: gathering In 2418

For alg exec compo


5/116 T00

Robertson. Terri (Contractor)

From:Sent:To:

Subject:

Cutter, StephanieThursday, March 19,20096:11 PMHsu, Michael; Albrecht, Stephen; Lambright, James; _DL_Communications; Vandivier, David;Wallace, Kim; Wolin, NealRE: geithner at march 3 hearing for BONUS

From: Hsu, MichaelSent: Thursday, March 19,20096:11 PMTo: Cutter, Stephanie; Albrecht, Stephen; Lambright, James; _DL_Communications; Vandivier, David; Wallace, Kim;WoHn, NealSubject: Re: gelthner at march 3 hearing fo r BONUS

From: Cutter, StephanieTo: Albrecht, Stephen; Lambright, James; Hsu, Michael; _DL_Communications; Vandivier, David; Wallace, Kim; Wolin,NealSent: Thu Mar 19 17:34:12 2009Subject: FW : geithner at march 3 hearing fo r BONUS(b) (5)

From: Ed Andrews [mailto:edandr@nytimes,com]Sent: Thursday, March 19, 2009 5:30 PMTo: Cutter, StephanieSubject: FW: geithner at march 3 hearing fo r BONUS

Stephanie,Ou r graphics editor pulled up this snatch from a congressional hearing on March 3, in which Rep. Joseph Crowley

asked Mr. Geithner very specificially about the AIG bonuses and seemed to know exactiy what they entailed.Ho w does this square with his chronology of events?

Edmund L. AndrewsEconomics CorrespondentThe Ne w York TimesWashington, DCOffice: 202 862 0370(b) (6)

From: Paula Dwyer [mailto:[email protected]]Sent: Thursday, March 19, 2009 5:25 PMTo: calmes@nytimes,com; [email protected]: Fwd: geithner at march 3 hearing fo r BONUS


6/116 T00

Ed, Jackie--I think we need to hear from geithner or stephanie about this, and his hedging in the CNN intervu.Seems the best possible spin is that he knew but didn't focus on it? We may want to run this tonite and not holdafter all.pd

X-Sender: winnic(jJslntp-storc.nytimes.comX-Mailer: QUALCOMM Windows Eudora Version 6.1.1.1

Date: Thu,19

Mar 200917:21:44 -0400To: dwyerp(j)nvtimcs.eomFrom: "Winnie O'Kelley" < w j l m i . e @ ! ) Y J . i ! n e ~ ( ; . m n >Subject: Fwd: geitlmer at march 3 hearing for BONUSX-NYT-MH-Anti-Virus-Result: Clean

I thought this tidbit was pretty good in what Amy Schoenfeld sent down to Ed. Congressman Josephy Crowleysaid the following to Geitlmer in testimony on March 3. Seems Geitlmer was told of the bonuses on March 3,even i f he did not directly respond to the question that he was asked.

Congressman Crowley:

For example, just last month, AIG paid 343 employees of AIG FP -- their Financial Products division thatcreated the financial hole that AIG is in, and in turn a multibillion-dollar bill for American taxpayers -- $56million in bonuses and are slated to pay an additional $162 million in bonuses to 393 participants in thecoming weeks. And there's more. Farther bonus payments totaling approximately 230 million (dollars) aredue to 407 participants at AIG's Financial Products division in March 2010.


7/116 T00

th e retention awards that have been paid," Geithner said.Geithner said he supports AIG Chairman Edward Liddy and

called cri t ic ism of him "unjustified.""As long as he is there, we will work with him on measures

to wind down AIG in an orderly way and p ro te ct th e Americantaxpayer," Geithner said.

The Treasury s ec re ta ry sa id th e government is t ry in g to getback some of th e bonus money. AIG said i t was contractuallyobligated to p ayout th e money, and Geithner said in his le t terthat th e Treasury's lawyers agreed that " i t would be legally

diff icul t " to stop th e payments.For Related News and Information:Credit crunch page: WWCC Government rel ief programs: GGRP Winners, Losers in TARP: BTCPP MRR4 u.s. Economic Forecasts: ECFC AIG t im el in e f or y ea r b ef or e bailout: NSN K7BR9V0YHQ0X

--Editors: David Tweed, Robin Meszoly

To contact th e reporters on this story:Brendan Murray in Washington, at +1-202-624-1804, or

[email protected]

To contact th e editor responsible for this story:Chris Anstey at +1-202-624-1972 [email protected]

[TAGINFO]

AIG US CN

NI CEONI FINNI cosNI BNKNI STKNI INSNI NENI CRUNCHNI GOVNI TRENI TARPNI SUB PRIMENI MORNI RELNI DRVNI TRENI PAYNI GOVNI CNGNI USNI FEDNI CENNI EXE


8/116 T00

Mcnulty, Amy


Yep.

Hsu, MichaelWednesday, March 18, 20091:57 PMTae, Michaei; Lambright, JamesRe:

From: Tae, MichaelTo: Lambright, JamesCc: Hsu, MichaelSent: Wed Mar 18 13:54:55 2009Subject:No t sure if you are watching th e testimony, bu t it came o ut t ha t the fed has known about th e AiG bonus payments sincelast fall.


9/116 T00

Mcnulty, Amy


Lambright, JamesTuesday, March 17,20099:54 AMHsu, Michael; Tae, Michael; Albrecht, StephenFW:

From: Kabaker, MatthewSent: Tuesday, March 17,20099:53 AMTo : Goodman, Mary; Sachs, Lee; Lambright, James; Cutter, StephanieSubject:

4,763 to 1. But we go t 1!

-MSK

The Case for Paying Out Bonuses at A.I.G.By ANDREW ROSS SORKINPublished: March 1G, 20()f)

Do we really have to foot the bill for those bonuses at the American InternationalGroup?

I t sure does sting. A staggering $165 million - for employees of a company that nearlytook down the financial system. And heck, we, the taxpayers, own nearly 80 percent ofA.I.G.

I t doesn't seem fair.

So here is a sobering thought: Maybe we have to swallow hard and pay up, partly forour own good. I can hear the howls already, so let me explain.

Everyone from , E r - f . m " d ~ ] ] lo.hiJ.lllJI down seems outraged by this. The presidentsuggested on Monday that we just t ea r up those bonus contracts. He told the Treasurysecretary, :rhnothy F. Geil1mer, to use every legal means to recoup taxpayers' money.Hard to argue there.


10/116 T00

"This isn't just a matter of dollars and cents," he said. "It's about our fundamentalvalues."

On that last issue, lawyers, Wall Street types and compensation consultants agree withthe president. But from their point of view, the "fundamental value" in question here isthe sanctity of contracts.

That may strike many people as a bit of convenient legalese, but maybe there issomething to it. I f you think this economy is a mess now, imagine what it would looklike if the business community started to worry that the government would startabrogating contracts left and right.

As much as we might want to void those A.I.G. pay contracts, Pearl Meyer, acompensation consultant at Steven Hall & Partners, says it would pu t Americanbusiness on a worse slippery slope than it already is. Business agreements of othercompanies that have taken taxpayer money might fall into question. Even companiesthat have not turned to Washington might seize the opportunity to break inconvenientcontracts.

I f government officials were to break the contracts, they would be "breaking a bond,"Ms. Meyer says. "They are raising a whole new question about the trust andcommitment organizations have to their employees." (The auto industry unions arefacing a similar issue - but the big difference is that there is a negotiation; no one isunilaterally tearing up contracts.)

But what about the commitment to taxpayers? Here is the second, perhaps moresobering thought: AI.G. built this bomb, and it may be the only outfit that really knowshow to defuse it.

AI.G. employees concocted complex derivatives that then wormed their way throughthe global financial system. I f they leave - the buzz on Wall Street is that some have,and more are ready to - they might simply turn around and trade against AI.G. 'sbook. Why not? They know how bad it is. They built it.

So as unpalatable as it seems, taxpayers need to keep some of these brainiacs in theirseats, if only to prevent them from turning against the company. In the end, we mayactually be better off if they can figure out how to unwind these tricky investments.

Not that any of this takes the bite out of paying these bonuses. For better or worse - inthis case, worse - someone at AI.G. decided this company needed to sign bonusagreements last year to keep people before the full extent of its problems became clear.


11/116 T00

Now we can debate why A.I.G. felt it necessary to guarantee seven executives at least $3million apiece when the economy was clearly on shaky ground. Perhaps we will find outthese contracts were a bit of sleight of hand to enrich executives who knew thisfinancial Titanic had hit the iceberg. But another possible explanation is that A.I.G.knew it needed to keep its people.

That is the explanation offered by EdwardM.

Liddy, who was installed as A.I.G.'s chiefexecutive when the government effectively nationalized the company last fall. (He isbeing paid $1 a year.)

"We cannot attract and retain the best and brightest talent to lead and staff' thecompany "if employees believe that their compensation is subject to continued andarbitrary adjustment by the U.S. Treasury," he said.

There's some truth to what Mr. Liddy is saying. Would you wanno work atA.I.G.?Sure, maybe for $3 million. But not ifyou could go somewhere else for even more - oreven much less.

"The jobs are terrible," said Robert M. Sedgwick, an executive compensation lawyer atMorrison Cohen who represents a number of employees of banks that have takengovernment money. "You have to read about yourself in the paper every day. Thesepeople are leaving as soon as they can."

Let them leave, you say. Where would they go, given the troubles in the financialindustry? But the fact is, the real moneymakers in finance always have a place to go.You can be t that someone would scoop up the talent from A.I.G. and, quite possibly,put it to work - against taxpayers' interests.

"The word on the street is that A.I.G. employees are being heavily recruited," Ms.Meyer says.

Of course, if taxpayers had not bailed out A.I.G., these contracts would not be worthanything. Andrew M. Cuomo, the attorney general of New York, made the point onMonday, when he subpoenaed A.I.G. for the names of the people who received the

bonuses. I f A.I.G. had spiraled into bankruptcy, its employees would have had to get inline with other unsecured creditors.

Mr. Cuomo wants to know who A.I.G.'s lucky employees are, and how they have beendoing at their jobs. So here is a suggestion for him. Get the list, and give those bigearners at A.I.G. a not-so-subtle nudge: Perhaps they will "volunteer" to give some of


12/116 T00

their bonuses back or watch their names hit the newspapers. But in the meantime,despite how offensive and painful it might be, let's honor the contracts.

SENSITIVE / PRE-DECISIONAL

Matthew Kabaker

Domestic Finance

2 0 2 6 2 2 1 6 7 7


13/116


14/116

Thanks.

T000259


15/116

Mcnulty. Amy

From:Sent:To:

Subject:

Cutter, StephanieTuesday, March 17, 20092:36 PMHsu, Michael; Lambright, James; Williams, AndrewRE:

What is this? We need your help dissecting this stuff.

From: Hsu, MichaelSent: Tuesday, March 17, 20092:22 PMTo: Cutter, Stephanie; Lambright, James; Williams, AndrewSubject: Fw:

More.

From: [email protected]: [email protected]: [email protected] ; [email protected] ; Hsu, Michael; Smith, MichelleA,.; [email protected] ;[email protected] ; [email protected]: Tue Mar 17 14:18:05 2009Subject: Re:

One other item:year.

T h e . letter to Geithner says that the top 25 at FP will have salaries of $1 for the remainder of the

(b ) (6)

James HennessyfNYfFRS

03/17/200901:39 PM

Mike,

To . M . i ! < . I . l l i ~ . . Y @ g g . J r g g . , . 9 . . Q . ~ ,..tephen.aIQLeachf@doJreas,gov

cc [email protected], Sarah Dahlgren/NYIFRS@FRS, Michelle ASmilhI80ARD/FRS@BOARD, Calvin Mitchel1/NYfFRS@FRS

Subject Re:Link

T000262


16/116

From: Huebner, Marshall S. [mailto:[email protected]]Sent: Thursday, November 20, 20089:29 PMTo: Albrecht, StephenSubject: [WARNING:MESSAGE ENCRYPTED]Fw: Compensation Proposal -- Confidential

Here it is, Password isBm

[email protected]

03117/200901:21 PM

Anything since then?

(b) (5)

To [email protected] [email protected], James.Hennessy@nyJrboro

Subject Re:

- - - ' . _ - ~ , , - ~ , . _ - - - - , - _ . _ - - - - _ . _ -

From: [email protected]: Hsu, MichaelCc: [email protected] ; [email protected]: Tue Mar 17 13:19:372009Subject: Re:

see the albrecht email".that's identical to what we would have sent you

'/< '/< * 1< '/< '/< '" * * '" * * *' *Sarah DahlgrenSenior Vice PresidentFederal Reserve Bank of New York212-720-7537 (work)~ (blackberry)visit www.newyorkfed,org* * * * * * * * * * * * * *

Michael.HsurJdo.treas.gov

03/171200901 :09 PMTo James,HennessV@nyfrbQm, Sarah.Dahlgren@oyfeborg, ethan,iames@dpwcom

T000263


17/116

ccSUbject

If you have it, we need a list of all ofthe paymentreductions that occurred as a result ofusg (nyfed, dpw) actions. Asap, pIs.

T000


18/116

Mcnulty. Amy


Hsu, MichaelTuesday, March 17,20091:41 PMCutlar, Stephanie; Baker, Isaac; Lambright, James; Albrecht, StephenFw:

(b) (5)

From: Sarah,[email protected]: Hsu, MichaelCe: [email protected] ; [email protected] ; [email protected]: Tue Mar 17 13:35:032009Subject: Re:

(b) (5)

* * * * * * * * * * * * * *

Sarah DahlgrenSenior Vice PresidentFederal Reserve Bank of New York212-720-7537 (work). . .

(blackberry)

visit www.newyorkfed.org* * * * * * * * * * *

[email protected]

03117/200901:26 PM

To [email protected]

cc [email protected],[email protected] Re:

(b) (5)

From: [email protected]: Hsu, MichaelCe: [email protected] ; [email protected]: Tue Mar 17 13:19:372009

Subject: Re:

see the albrecht email...that's identical to what we would have sent you

* * ' / < * * * * * * * * * * *

Sarah Dahlgren

T000265


19/116

Senior Vice PresidentFederal Reserve Bank of New York2127207537 (work). . .

(blackberry)

visit www.newvorkfed.org* * * ' * * * * * * * * * *

[email protected]

03117/200901:09 PMTo James,Hennessy@n yJrb.org, [email protected].&t!ban lames@dp w.comcc

SUbject

If you have it, we need a list of all of the payment reductions that occurred as a result ofusg (nyfed, dpw) actions. Asap, pis.

T0002


20/116

Mcnulty. Amy

From:Sent:To:Cc:Subject:

'" '" '" '" * '" '" -* '"

[email protected], March 17, 20091:35 PMHsu, [email protected]; [email protected]; [email protected]:

(0) (5)

* * '" '" '"

* * *

Sarah DahlgrenSenior Vice PresidentFederal Reserve Bank of New York212-720-7537 (work)~

(blackberry)

visit www.newyorkfed.org" ' ' ' ' * * * * ' ' ' * ' ' ' ' ' ' ' ' '

[email protected]

03/17/200901:26 PM

To Sarah.Dahlgren@nYfrhowcc [email protected], ,James.HennessY@nyJrbora

Subject Re:

(b) (6)

(0) (5)- - - - ~ - - - - - - - - - _...----"._.,,- ...._-From: [email protected]

To: Hsu, MichaelCc: [email protected] ; [email protected]: Tue Mar 17 13:19:372009Subject: Re:

see the albrecht email...that's identical to what we would have sent you

* * " ' ' ' ' ' ' ' ' ' ' ' ' ' " ' ' ' ' * ' ' ' ' ' ' ' ' ' ' ' '

Sarah DahlgrenSenior Vice PresidentFederal Reserve Bank of Ne w York212-720-7537 (work)

(blackberry)

visit www.newyorkfed.org* * * * * * * * * * * * * *

- - - _ . _ - , , - -

T0002


21/116

[email protected]

03/17/200901:09 PMTo [email protected], Sarah.Dahlgren@nyfib,ora, ethanJalnes@dPWcom

ccSUbject

If you havo it, we need a list ofal! ofthe paymont reductions that OCCUlTed as a result ofusg (nyfed, dpw) actions. Asap, pIs.

T0002


22/116

Mcnulty. Amy

From:Sent:To:SUbJect:

(b) (5)

[email protected], March 17, 2009 1:27 PMHsu, MichaelRe:

From: Michae1.HsuSent: 03/17/200901:25 PM ASTTo: Michael Alix

T00026


23/116

Mcnulty. Amy

From:

Sent:To:

Cc:Subject:

[email protected], March 17,20091 :20 PMHsu, [email protected]; [email protected]:

see the albrecht email ... that's Identical to what we Would have sent you

.. * * * * * * * * * * * .. *Sarah DahlgrenSenior Vice PresidentFederal Reserve Bank of New York212-720-7537 (work)E D I I (blackberry)

visit www.newyorkfed.org* * * * * * * * * * * * * *

[email protected] To James,[email protected], [email protected], [email protected]

03/171200901:09 PMcc

SUbject

If you have it, we need a list of all ofthe paymentreductlons that occurred as a result ofusg (nyfed, dpw) actions. Asap, pis.

T0002


24/116

Mcnulty. Amy


James. [email protected], March 16, 2009 2:49 PMHsu, Michael; [email protected]:

Mike, I should add that there is a listing of individual amounts without names that the company is hand-delivering to Bamey Franktomorrow. When that is in final fonn later today I can send it to you. .

------._._------------.-_. - - - - - -From: James HennessySent: 03/16/2009 02:43 PM EDTTo: "Michael Hsu" ; Sarah DahlgrenSubject: Re:

No. We don't have the names. There is a breakdown by location which we can dig up and send you.

Apart from general privacy considerations, you should know that there are blogs, etc., that are urging retribution against FP employeesand the c o ~ i sbecoming very concerned for their personal security. That's another reason why the names should not bepublicized.1IIlIVtI isnegotiating with Cuomo over all this.

From: MichaeLHsuSent: 03/l6/2009 02:35 PM ASTTo: Sarah Dahlgren; James Hennessy

Can you send us the names of the individuals (and IDeations) getting the retention payments?

Thanks.

T0002


25/116

Mcnulty. Amy

From:Sent:To:SUbject:

[email protected], March 16, 20092:43 PMHsu, Michael; [email protected]:

No. We don't have the names. There is a breakdown by location which we can dig up and send you.

Apart from general privacy considerations, you should know that there are blogs, etc., that are urging retribution against FP employeesand i h e c o l ~ sbecoming very concerned for their personal security. That's another reason why the names should not bep u b l i c i z e d . _ i s negotiating with Cuomo over all this. .

From: MichaeI.HsuSent: 03/16/2009 02:35 PM ASTTo: Sarah Dahlgren; James HeMessy

Can you send us the names of the individuals (and locations) getting the retention payments?

Thanks.

T0002


26/116


27/116

Mcnulty. Amy


Albrecht, StephenFriday, March 13, 20091:51 PM'James,[email protected]'RE:

(b) (5)

From: [email protected] [mailto:[email protected]]Sent: Friday, March 13, 2009 1:44 PMTo: Albrecht, StephenSubject: Re:

(b) (5)

From: Stephen.AlbrechtSent: 03/13/2009 01:30 PM ASTTo: James HennessySubject: Re:

(b) (5)

From: [email protected]

To: Albrecht, StephenSent: Frl Mar 13 11:30:35 2009Subject:

(b) (5) ,

T0002


28/116


29/116

Mcnulty. Amy

From:Sent:To:

Subject:

Albrecht, StephenFriday, March 13,20091:31 PM'[email protected]'Re:

(b) (5)

From: [email protected]: Albrecht, StephenSent: Fri Mar 13 11:30:352009Subject:

(b) (5)

T0002


30/116

Mcnulty. Amy

From:Sent:

To:

[email protected], March 13, 200911:31 AMAlbrecht, Stephen

(b) (5)

T0002


31/116

Mcnulty. Amy


[email protected], March 13, 2009 10:00 AMAlbrecht, StephenRe:

(b) (5)

Original Message ----From: Stephen.AlbrechtSent: 03/13/2009 09:55 AM ASTTo: James HennessySubject: RE:

-----original Message-----From: [email protected] [mailto:[email protected]]Sent: Friday, March 13 , 2009 8:49 AMTo: Albrecht, StephenSubject:

(b) (5)

T0002


32/116

Mcnulty, Amy


Albrecht, StephenFriday, March 13, 2009 9:55 AM'[email protected]'RE:

-----Original M e s s a g ~ - - - - -From: '[email protected] [mailto:[email protected]]Sent: Fr iday, March 13 , 2009 8:49 AMTo: Albrecht, StephenSubject:

. (b) (5)

T000


33/116


34/116

taxpayer. Specifically, the government's restructuring is designed to enhance the company's capital and liquidity in order to faci litatethe orderly completion of the company's global divestiture program.

The company continues 10 face significant challenges, driven by Ihe rapid deterioration in certain financial markets In the lastIwomonlhs of the year and continued lurbulence in Ihe markels generally. The additional resources will help slabilize the company, and indoing'so help to stabilize the financial system.

As significantly, the restructuring components of the government's assistance begin to separate the major n o n ~ c o r ebusinesses of AIG,. as well as strengthen the company's finances. The long-Ierm solution for Ihe company, ils cuslomers, Ihe U.S.laxpayer, and the

financial system is the orderly restructuring and refocusing of the firm. This wllt take time and ppssibly further government support, ifmarkets do not stabilize and i i n p r o v e . ~

"i,'eR !he syste"'iG risk AIG sORti"es to ~ o s eaAd !he fragmty of ",a",els leclay, the ~ o t e A t i a lGOS! to the eGene",," aAd the taxpayer ofgo-:eFnmeAt inastion w O H I ~l3e e)ctr:emely hiFI- AIG I3Fo'lides Ins1:lFaRse J3Foteetion ta more tAaFl100,OQO entitles, inslClaiR" smallIousinesses, " , u A i s l ~ a l i l i e s ,4G1(k)-plans, aAd Fortune eGG G o " , ~ a A I e s'.'.'ho 1 0 g e l h e < - e m ~ l e yever 1GG ",illien A",e,IGaAs. AIG has 0_aG mUlieR l3e1icyAelaers in tAO U.S, ane is a majsF ssl:lfGe-Of fCtiremcnt insuFOAso fer, OmeA" others, lenORaH;' ane nGR--f*9HtoFganlzrnlsns. The sElmpoAY also is a signlHsant e8untoFp'8!W fa a RYmber of majer financial institutions.

AIG o ~ e " ' l e sIA eve' 13G eeunlries ,,41h ever 4GG regulale,s a A ~Ihe e o " , ~ a A Ya A ~lis ,egulated aAd u",egul aled subsiGiartes-aresubject te veri aiffeFent rosolutien frame,'efks eGress their braaGl an(:/ diverse Q ~ORations vAtReYf-an everarching r ~ nmechaAls"'. WilhiA Ihe e ~ t i o A savaila.le, Ihe ,estRlelu'ing ~ l a Aofte's a ",IU ~ a r ta ~ ~ f O a G hwl1I6l1lortAgs fu,wa,d Ihe Iti",ate,esolulioA efthe .0m"aAl" has reseived s . ~ " e r tfrom key slal,eholders a R ~the rating ageAGies, aAd ~ " , \ ' ; s e s!he best ~ e s s i b ' e13Feteetion for to)!payeFs in cennestisA 'Nith this eemmltmcAt af reSS1:lFSCS.

:rhe s l e ~ sanAenoed-toSay ~ r o v i d elaAgilole evideAGe of Ihe U.". GVefRffieAfs .efA",it",eAllo the er

Seout#/zatfeR sf ["lie lRSf:Jt=aRSe Gash ,c,'fJvvs

T000281


35/116

TAe Newy"Fk Fea is . . IlAoFi;,ea Ie "'ake Ae'll leaAs "AaeF sestieA 1J(3)-I-lAe-FeaeFal ReseFYe-ABl-of"p to aA a ~ ~ F e ~ a t ea m e " _appFo>


36/116

Mcnulty. Amy


Wolfteich, PaulMonday, March 02, 2009 10:38 AMMorse, Duane; Ferlazzo, Ronald

.FW: U.S. Treasury and Federal Reserve Board Announce Participation in AIG RestructuringPlan

From: Barofsky, NeilSent: Monday, March 02, 2009 10:37 AMTo: Wolftelch, PaulCc: Puvalowski, KevinSubject: RE: U.S. Treasury and Federal Reserve Board Announce ParticIpation in AIG Restructuring Plan

(b) (5)

From: Wolfteich, PaulSent: Monday, March 02, 2009 10:31 AMTo: Barofsky, NeilCc: Puvalowski, KevIn .Subject: RE: U.S. Treasury and Federal Reserve Board Announce Participation In AIG Restructuring Plan

(b) (5)

From: Barofsky, NeilSent: Monday, March 02, 2009 10:26 AM

To: Wolftelch, PaulCe: puvalowski, KevInSubject: FW: U.S. Treasury and Federal Reserve Board Announce Particlpation in AIG Restructuring Plan

(b) (5)

From: U.S. Department of the Treasury [mailto:[email protected]]Sent: Monday, March 02, 2009 6:04 AMTo: [email protected]: U.S. Treasury and Federal Reserve Board Announce Participation inAIG Restructuring Plan

U,S. Treasury and Federal Reserve Board Announce Participation In AIG Restructuring Plan

To view or print the PDF content on this page, download the free Adobe Acrobat Reader.

March 2, 2009\g44

U.S. Treasury and Federal Reserve Board Announce Participation in AIG Restructuring Plan

T000283


37/116

Washington, DC - The U,S, Treasury Departmentand the Federal Reserve Board today announced a restructuring of thegovernment's assistance to AIG in order to stabilize this systemically Important company In a manner that bes t protects the UStaxpayer. Specifically, the government's restructuring is designed to enhance the company's capital and i iquldlty in order to faci l itatethe orderly completion of the company's global divestiture program,

The company continues to face significant challenges, driven by the rapid deterioration In certain financial markets In the lasttwomonths of the year and continued turbulence In the markets generally, The additional resources will help stabilize the company, and Indoing so help to stabilize the financial system.

As significantly, the restructuring components of the government's assistance begin to separate the major non-core businesses of AIG,as well as strengthen the company's finances, The long-term solution fo r the company, Its customers, the U,S, taxpayer, and thefinancial system is the orderly restructuring and refocusing of the firm. This will take time and possibly further government support, ifmarkets do not stabilize and'improve.-

GiveR the systemis Fisl, AIG seAtlA"eS te pose aAa the t r a ~ l I i t yef ",a,kels teaay, Ihe peteAllal sest te the eGeAe",y aAa tRe lallpayeHlf~ e F R " , e A tIAaslieR we"la "e Oldremely R I ~ ~ - j ' > F G \ I i d e & l n s " r a A S epreteGlien Ie mere tRaA 199,999 eAtilies, I n e l " a I A ~small""SlAeSSes, m"AlGij>a1itles, 491 (kJ plans, aAd Fert"ne 099 sempaAles woo tegelher empley ever 190 millieA A",erisaAs, AIG Ras ever~ n pellsyl:'lelaofS in the U.S, aAEl is a majer SGf;lFSOaf retiFCment iASlMaASO fer, amoRg etl:lcro, teasl:lers ane nOR profiteFloniz:atioRS. TAe SSIT1p'an)' else is a S i A i H 6 a f 1 t - { ; e l I R t e F f . l a r t ) ' ~ m b e rsf major tiAansiaJ institl;JtioA&

AJ.G--epCFates iA ever 139 Gountf-ies '.vitA ever 400 r:cgl:Jlaters aA4#le sSRlf,laAy-and its FC1:I1ateeans unfegl::llateG subsieiarics aresHsjeGt te very different reselutiQA fratfloworks aGress tf:1oirIarend aRa efiverse e!3 omOOAs-witMHt-afHWefarchiAI resEllutieA",eshaAism, 'PAIRiR the epllaAs availaWe, IRa reslf"sMiAg plaA effers a m"lti pafl-aWreaGR whisR " r ~ r w a r < l - t R e - W t i m a ,eselyliaA of tRe .ampany, Ras reseiveEl s"ppart frem key s l a k e h _ d - t R e raliAg ageAsle&;-afl4-j;>ravides tRe-beel-pessil>le

~ e nfer taxpaycm iR e8ARestleR ' A ~ t J : !iRis commitmoAt af FeSOloJrGef;-.,

TAO StOfl6 aAflGt:trtsoS teEiay-pro\fiEle wAg-iaie eviEfcAso s f t ~ eU.g. IElVOrAffieRtts s8mmitmoAt 19 the eFlerly-restNGtl:lFiAg sf /\10 e .... ertime iA tAo fase ef ssniiAUin!i! m a r l ~ e : tGJislsoatisAs aRa oGfffi()FAie GJeteFiSFatieR. OreORy rostFUGwriAg is essential 1e AIGts repaymoAt sfIRe 6Yppart il has reseived from u,s. la,,,,aye,,, aAEI t " i ' ~ n s i a I 6 t a " i l i t y ,TRe U,S, g e v e m m e n t - i s - < a e m n l'NOrk 'NitA AIG ta malRm/n its aGility to moet its esligatisRs as tAoy Geme 61;;10.

Treasl:lry Ras stateel tRat 13ul3lieswnorsRip sf fiRaRsia! iRstittitions is Ret a I3Qlisy leal aRa, te the eX'tent l3ul3lic GwnersAip is an autGemeof Treasury actioRs, as it has seeft with A!G,it will werl( te replace geveFflmCRt rOSOHrSQSwith those ffem the ~ r i ' . < a t esester te Groate amore festlseEl, restruGtl,Jree and v . i a ~ R o m i Bentity as ra13idly as pessible. This restn::lGtl::lringis aimed at aeBeleratirt@ this [3FGeess.Key steps ef Ihe reslrust"ring-pian iASI"de;

~ 1 ~ ~ i e f l . . G u _ t i v e~ e r p e l " a lpreferred shares fe , Aew preferrea sRarese ,:eRisles oFeated te hold all altAO Q\;:ltstaf*iirtg Gemmon stsGk of American Life lflSt:!ransc Cemflany-(l\L!CO) aRs AmeriGO" IFltcmatieRal ASSl:lraAGe-Gemf}8:ny-.bt4(AlA), twe life insuranse h e l d ~ r 1 e s - e f - A I G , - A . i l lretaiA saAlwlofAbiCO aAEI AMI, t R e " ~ RIRe New YOM' Fed willRa...e serlaiR-geVer-flaASe r i ~ R t ste prelest i ls inleresls, The ",a '"alioA IGr the Mew York Fed's preferred steek iAlerests, wRisR may be ypIe approl


38/116

The Ne w Yo,k Fea Is aulI;orizea to mal'e ReW-JaaFl&UAae,seetloA 13(3) ef the f'efleffiJ-ReseFVe I\Gt 01 u ~to aA aggFesate amllRt-fa ~ p ' o , f i m a t e l y$8 . BiliioA to speslal pUFf'ose 'Jehlsles (8P'Js) estaBlishea By aemestis life IA""FaAOe sUBslaia,Ies oU\IG. The 8P-Vs-w a F e ~ a ythe loaAs !fem lI;e Aet sash flows they Feoel"e from aeslgAatea Biasi . . 01 e"IstiAS life IAsu,aAse polioles hela By th"'J*'l"'RliASUFaASesompaAIes. The ~ " , s e e a sel l I;e New Ye,k Fea leaAS weula pay aewA aA e ~ u I " a l e A taffiouAt e l oatstaAalAg aeBt uAaeF-theReWilvlAg G,eall f'asililj


39/116

Mcnulty. Amy


Paul

Wolfteich. PaulMonday. March 02, 2009 10:32 AMMorse, Duane; Ferlazzo, RonaldFW: U.S. Treasury and Federal Reserve Board Announce Participation in AIG RestructuringPlan

(b) (5)

From: Barofsky, NellSent: Monday, March 02, 2009 10:26 AMTo : Wolfteich, PaulCc: Puvalowski, KevinSubject: FW: U.S.Treasury and Federal Reserve Board Announce Participation in AIG Restructuring Plan

(b) (5)

From: U.S. Department of the Treasury [mailto:[email protected]]Sent: Monday, March 02, 2009 6:04 AMTo : [email protected]: U.S. Treasury and Federal Reserve Board Announce Participation in AIG Restructuring Plan

u.s. Treasury and Federal ReselVe Board Announce Particioation in AIG Restructuring.Plan

To view or print the PDF content on this page. download the free Adobe Acrobat Reader.

March 2, 2009tg44

U.S. Treasury ahd Federal Reserve Board Announce Participation in AIG Restructuring Plan

Washington, DC - The U.S. Treasury Department and the Federal Reserve Board loday announced a restructuring of thegovernment's assistance to AIG in order to stabilize this systemically important company in a manner that best protects the UStaxpayer. Specifically, the government's restructuring is designed to enhance the company's capital and liqUidity in order to faci litatethe orderly completion olthe company's global divestiture program.

The company continues to face significant challenges, driven by the rapid deterioration in certain financial markets in the last twomonths of the year and continued turbulence in the markets generally. The additional resources will heip stabilize the company, and indoing so help to stabilize the finanCial system.

As significantly, the restructuring components of the government's assistance begin to separate the major non-core businesses of AIG,as well as strengthen the company's finances. The long-term solution for the company, its customers, the U.S. taxpayer, and thefinancial system is the orderly r ~ s t r u c t u r i n gand refocusing of the firm: This will take time and possibly further government support, ifmarkets do not stabilize and improve,-

Given tAe syslemiG risl( AIGoeRtiRues te ~ e s eaRd IAe ffagilily of markels teaay, tAa ~ e t e R l i a lGest to tAe eGOAomy aAa IAe I " , ( ~ a y e rofgovefRmeAIiAaelieAweula be elClre",ely AigA. AIG ~ r e ,..iaes-iAsuraAGe ~ r e t e c t i o Rto "'era tAaA 199,999 eAtitieG, iAGluaiAgsmall~ e s . 491(k) ~ l a A G .aAa Fert"Aa a9 9 G o m ~ a A i e s .wAo togetAer a " ' ~ l o yever 190 "'iilieA-Affleri


40/116

W - m i l l l o ~p o H s y ~ o l a e " ,IA I ~ eU.S. a ~ aIs a major """Fee of rstlremeAt IAsuraAsefer, amoAg o l ~ e r ~ a - f l O Apre.1orgaAllalloAs. T ~ esompaAy also la a algRiflGaA1SO"Ale'l'aRYto a Aum;;er of major fiRa_IAstitutioAa.

AIG operates IAo...er 1aG souAIRes wilAover 1G(Iregulalora a A ~ m p a n l 'and Its regulated and ""regulated au;;sldiaries ares";;Jest 10 ' ' ' ' ) ' aifferenl resolution lreR1ewoFka as",aa I ~ e i r;;roaa ana aiverae op eretlons-wilAout aA o V r a r e ~ i A grea.luti""R1eGAaAism. VlJitlllAI ~ eoptioAaa'laila;;le, l ~ ereslruet"RA!Ji'lan-offera a mu"1 paR a p p r e a G ~w ~ I G ~;;RAga fePNar


41/116

!sS&aRSe efPretoFFef! StGsk

As-l'eqYirea ay the sreail agreemeAI gaVefAiAg the R,,,,,olviAgCreail Fasilily, AIG has agreea 10 issYe OA March 4, 2009,


42/116

Mcnulty, Amy


Office of Public Affairs [[email protected]]Monday, March 02, 2009 6:00 AM

DL FYIU.S.-Treasury and Federal Reserve Board Announce Participation in AIG Restructuring Plan

u.s.TREASURY DEPARTMENT

OFFICE OF PUBLIC AFFAIRS

FOR IMMEDIATE RELEASE: March 2, 2009CONTACT: Treasury Public Affairs (202) 622-2960

U.S. TREASURY AND FEDERAL RESERVE BOARD ANNOUNCE PARTICIPATION IN AIGRESTRUCTURING PLAN

To view the Term Sheet, visit: http://www.(inancialstabilitv.govWashingtou, DC - The U.S. Treasury Department and the Federal Reserve Board today announced arestructuring of the government's assistance to AlG in order to stabilize this systemically important company ina manner that best protects the US taxpayer. Specifically, the govenuhent's restructuring is designed to enhancethe company's capital and liquidity in order to facilitate the orderly completion of the company's globaldivestiture program.

The company continues to face significant challenges, driven by the rapid deterioration in certain financialmarkets in the last two months of the 'year and continued turbulence in the markets generally. The additionalresources will help stabilize the company, and in doing so help to stabilize the financial system.

As significantly, the restructuring components of the government's assistance begin to separate the major noncore businesses of AlG, as well as strengthen the company's finances. The long-term solution for the company,its customers, the U.S. taxpayer, and the fmancial system is the orderly restructuring and refocusing ofthe finn.This wi1l take time and possibly further government support, if markets do not stabilize and improve.

Given the systemic risk AIG continues to pose'and the fragility of markets today, the potential cost to theeconomy and the taxpayer of government inaction would be extremely high. Al G provides insurance protectionto more than 100,000 entities, including small businesses, municipalities, 40l(k) plans, and Fortune 500companies who together employ over 100 mi1lion Americans. AIG has over 30 million policyholders in theU.S. and is a major source of retirement insurance for, among others, teachers and non-profit organizations.The company also is a significant counterparty to a number of major financial institutions.

T00028


43/116

AIG operates in over 130 countries with over 400 regulators and the company and its regulated and unregulatedsubsidiaries are subject to very different resolution frameworks across their broad and diverse operationswithout an overarching resolution mechanism. Within the options available, the restructuring plan offers amulti-part approach which brings forward the ultimate resolution of the company, has received support f romkey stakeholders and the rating agencies, and provides the best possible protection for taxpayers in connectionwith this commitment of resources.

The steps announced today provide tangible evidence o f the U.S. government's commitment to the orderlyrestructuring o f AIG over time in the face of continuing market dislocations and economic deterioration.Orderly restructuring is essential to AlG's repayment o f the support it has received from U.S. taxpayers and topreserving financial stability. The U.S. government is committed to continuing to work with AI G to maintainits ability to meet its obligations as they come due.

Treasury has stated that public ownership of financial institutions is not a policy goal and, to the extent publicownership is an outcome of Treasury actions, as it has been with AIG, it will work to replace governmentresourceS with those from the private sector to create a more focused, restructured and viable economic entity asrapidly as possible. This restructuring is aimed at accelerating this process. Key steps of the restructuring planinclude:

Preferred EquityThe U.S. Treasury will exchange its existing $40 billion cumulative perpetual preferred shares for newpreferred shares with revised terms that more closely resemble common equity and thus improve the quality ofAIG's equity and its financial leverage. The new terms will provide for non-cumulative dividends and limitAIG's ability to redeem the preferred stock except with the proceeds from the issuance o f equity capital.Equity Capital CommitmentThe Treasury Department will create a new equity capital facility, which allows AIG to draw down up to $30billion as needed over time in exchange for non-cumulative prefelTed stock to the U.S. Treasury. This facilitywill further strengthen AIG's capital levels and improve its leverage.Federal Reserve Revolving Credit Facility

The Federal Reserve will take several actions relating to the $60 billion Revolving Credit Facility for AIGestablished by the Federal Reserve Bank of Ne w York (New York Fed) in September, 2008, to further the goalsdescribed above.

Repayment by Preferred Stock Interests

The Revolving Credit Facility will be reduced in exchange for preferred interests in two special purposevehicles created to hold all o f the outstanding common stock of American Life Insurance Company (ALICO)and AmeriCan International Assurance Company Ltd. (AlA), two life insurance holding company subsidiarieso f AIG. AIG will retain control o f ALICO and AlA, though the Ne w York Fed wiJI have certain governancerights to protect its interests. The valuation for the Ne w York Fed's preferred stock interests, which may be upto approximately $26 billion, will be a percentage ofthe fair market value of ALICO and Al A based onvaluations acceptable to the Ne w York Fed.

Securitization o f Life Insurance Cash Flows

The Ne w York Fed is authorized to make new loans under section 13(3) o f the Federal Reserve Act of up to anaggregate amount o f approximately $8.5 billion to special purpose vehiCles (SPVs) established by domestiC lifeinsurance subsidiaries o f AIG. The SPVs would repay the loans from the net cash flows they receive fromdesignated blocks o f existing life insurance policies held by the parent insurance qompanies. The proceeds of

T0002


44/116

the New York Fed loans would pay down an equivalent amount of outstanding debt under the Revolving CreditFacility. The amounts lent, the size of the haircuts taken by the New YorkFed, and other tenus of the loanswould be determined based on valuations acceptable to the Ne w York Fed.

Restructuring o f Other Terms

After the transactions described above, the total amount available under the Facility will be reduced from $60

billion to no less than $25 billion. In addition, the interest rate on the Facility, which is three-month LIBOR plus300 basis points, will be modified by removing the existing floor (3.5 percent) on the LIBOR rate. The Facilitywill continue to be secured by a lien on a substantial portion of AIG's assets, including the businesses AIGplans to retain. The other material tenus of the Facility remain unchanged.

Issuance o f Preferred Stock

As required by the credit agreement governing the Revolving Credit Facility, AIG has agreed to issue on March4,2009, shares of convertible preferred stock representing an approximately 77.9% equity interest in AIG to anindependent trust for the sole benefit of the United States Treasury.

AIG must be in compliance with the executive compensation and corporate governance requirements of Section111 of the Emergency Economic Stabilization Act, including the most stringent limitations on executivecompensation as required under the newest amendments to the Emergency Economic Stabilization Act.Additionally, AIG must continue to maintain and enforce newly adopted restrictions put in place by the newmanagement on corporate expenses and lobbying as well as corporate governance requirements.

###

T0002


45/116

Mcnulty, Amy


Office of Public Affairs [[email protected]]Monday, March 02, 20096:00 AM

DL FYIU.S.-Treasury and Federal Reserve Board Announce Participationin AIG Restructuring Plan

u.s. TREASURVDEPARTMENTOFFICE OF PUBLIC AFFAIRS

FOR IMMEDIATE RELEASE: March 2, 2009CONTACT: Treasury Public Affairs (202) 622-2960

. U.S. TREASURY AND FEDERAL RESERVEBOARD ANNOUNCEPARTICIPATION IN AIGRESTRUCTURINGPLAN

To view the Term Sheet, visit: http://www.financialstabilitv.govWashington, DC - The U.S. Treasury Department and the Federal Reserve Board today announced arestructuring of the government's assistance to AlG in order to stabilize this systemically important company ina manner that best protects the US taxpayer. Specifically, the government's restructuring is designed to enhancethe company's capital and liquidity in order to facilitate the orderly completion of the company's globaldivestiture program.

The company continues to face significant challenges, driven by the rapid deterioration in certain financialmarkets in the last two months of the year and continned turbulence in the markets generally. The additionalresources will help stabilize the company, and in doing so help to stabilize the financial system.

As significantly, the restructuring components of the government's assistance begin to separate the major noncore businesses of AIG, as well as strengthen the company's fmances. The long-term solution for the company,its customers, the U.S. taxpayer, and the financial system is the orderly restructming and refocusing of the firm.This will take time and possibly further government support, if markets do not stabilize and improve.

Given the systemic risk AIG continues to pose and the fragility of markets today, the potential cost to theeconomy and the taxpayer of government inaction would be extremely high. AIG provides insurance protectionto more than 100,000 entities, including small businesses, municipalities, 401(k) plans, and Fortune 500companies who together employ over 100 million Americans. AlG has over 30 million policyholders in theU.s. and is a major source of retirement insurance for, among others, teachers and non-profit organizations.The company also is a significant counterparty to a number of major financial institutions.

T0002


46/116

AI G operates in over 130 countries with over 400 regulators and the company and its regulated and unregulatedsubsidiaries are subject to very different resolution frameworks across their broad and diverse operationswithout an overarching resolution mechanism. Within the options available, the restructuring plan offers amulti-part approach which brings forward the ultimate resolution of the company, has received support fromkey stakeholders and the rating agencies, and provides the best possible protection for taxpayers in connectionwith this commitinent of resources.

The steps announced today provide tangible evidence of the U.S. governrnent's commitment to the orderlyrestructuring of AIG over time in the face of continuing market dislocations and economic deterioration.Orderly restructuring is essential to AIG's repayment of the support it has received from U.S. taxpayers and topreserving financial stability. The U.s. government is committed to continuing to work with AIG to maintainits ability to meet its obligations as they come due.

Treasury has stated that public ownership of financial institutions is no t a policy goal and, to the extentpublicownership is an outcome of Treasury actions, as it has been withAIG, it will work to replace governmentresources with those from the private sector to create a more focused, restructured and viable economic entity asrapidly as possible. This restructuring is aimed at accelerating this process. Key steps of the restructuring planinclude:

Preferred EquityThe U.S. Treasury will exchange its existing $40 billion cumulative perpetual preferred shares for ne wpreferred shares with revised terms that more closely resemble common equity and thus improve the quality ofAIG's equity and its financial leverage. The new terms will provide for non-cumulative dividends and limitAIG's ability to redeem the preferred stock except with the proceeds from the issuance of equity capitaLEquity Capital CommitmentThe Treasury Department will.create a new equity capital facility, which allows AIG to draw down up to $30billion as needed over time in exchange for non-cumulative preferred stock to the U.S. Treasury. This facilitywill further strengthen AIG's capital levels and improve its leverage.Federal Reserve Revolving Credit Facility

The Federal Reserve will take several actions relating to the $60 billion Revolving Credit Facility for AIGestablished by the Federal Reserve Bank of Ne w York (New York Fed) in September, 2008, to further the goalsdescribed above.

Repayment by P r ~ f e r r e dStock Interests

The Revolving Credit Facility will be reduced in exchange for preferred interests in two special purposevehicles created to hold all of the outstanding common stock of American Life Insurance Company (ALlCO)and American International Assurance Company Ltd. (AlA), two life insumnce holding company subsidiariesof AIG. AIG will retain control of ALICO and AlA, though the Ne w York Fed will have certain governancerights to protect its interests. The valuation for the Ne w York Fed's preferred stock interests, which may be upto approximately $26 billion, will be a percentage of the fair market value of ALICO and AlA based onvaluations acceptable to the Ne w York Fed.

Securitization o f Life Insurance Cash Flows

The New York Fed is authorized to make new loans under section 13(3) of the Federal Reserve Act of up to anaggregate amount of approximately $8.5 billion to special purpose vehicles (SPVs) established by domestic lifeinsurance subsidiaries of AIG. The SPVs would repay the loans from the net cash flows they receive fromdesignated blocks of existing life insurance policies held by the parent insurance companies. The proceeds of

T0002


47/116

the New York Fed loans would pay down an equivalent amount of outstanding debt under the Revolving CreditFacility. The amounts lent, the size of the haircuts taken by the New York Fed, and other terms of the loanswould be determined based on valuations acceptable to the New York Fed.

Restructuring o f Other Terms

After the transactions described above, the total amount available under the Facility will be reduced from $60

billion to no less than $25 billion. In addition, the interest rate on the Facility, which is three-month LIBOR plus300 basis points, will be modified by removing the existing floor (3.5 percent) on the LIBOR rate. The Facilitywill continue to be secured by a lien on a substantial portion of AIG's assets, including the businesses AIGplans to retain. The other material terms of the Facility remain unchanged.

Issuance o f Preferred Stock

As required by the credit agreement governing the Revolving Credit Facility, AIG has agreed to issue on March4,2009, shares of convertible preferred stock representing an approximately 77.9% equity interest in AIG to an

. independent trust for the sole benefit of the United States Treasury.

AIG must be in compliance with the executive compensation and corporate governance requirements of SectionI II of the Emergency Economic Stabilization Act,including the most stringent limitations on executivecompensation as required WIder the newest amendments to the Emergency Economic Stabilization Act.Additionally, AIG must continue to maintain and enforce newly adopted restrictions put in place by the newmanagement ort corporate expenses and lobbying as well as corporate governance requirements.

###

T0002


48/116

Mcnulty, Amy

From:Sent:To :SUbject:

Abdelrazek, RawanMonday, March 02, 20097:34 AM

DL TARPU.S.-Treasury and Federal Reserve Board Announce Participation in AIG Restructuring Pian

Fo r release at 6:00 a.m. EDTMarch 2, 2009

U.S. Treasury and Federal Reserve Board Announce Participation in AI G Restructuring Plan

Washington, D.C. - The U.S. Treasury Department and the Federal Reserve Board today announced a restructuring of thegovernment's assistance to AIG in order to stabilize this systemically important company in a manner that best protects the U.S.taxpayer. Specifically, the government's restructuring is designed to enhance the company's capital and liquidity in order tofacilitate the orderly completion of the company's global divestiture program.

The company continues to face significant challenges, driven by the rapid deterioration in certain financial markets in the last twomonths of the year and continued turbulence in the markets generally. The additional resources will help stabilize the company,and in doing so help to stabilize the financial system.

As significantly, the restructuring components of the government's assistance begin to separate the major non"core businessesof AIG, as well as strengthen Ihe company's finances. The long-term solution for the company, its customers, the U.S. taxpayer,and the financial system is the orderly restructuring and refocusing of the firm. This will take time and possibly furihergovernment support, if markets do not stabilize and improve.

Given the systemic risk AIG continues to pose and the fragility of markets today, the potential cost to the economy and thetaxpayer of government inaction would be extremely high. AIG provides insurance protection to more than 100,000 entities,including small businesses, municipalities, 401 (k) plans, and Fortune 500 companies who together employ over 100 millionAmericans. AIG has over 30 million policyholders in the U.S. and is a major source of retirement insurance for, among others,teachers and non-profit organizations. The company also is a significant counterparty to a number of major financial institutions.

AIG operates in over 130 countries with over 400 regulators and the company and its regUlated and unregulated subsidiaries aresubject to very different resolution frameworks across their broad and diverse operations without an overarchingresolutionmechanism. Within the options available, the restructuring plan offers a multi-part approach which brings forward the uitimateresolution of the company, has received support from key stakeholders and the rating agencies, and provides the best possibleprotection for taxpayers in connection with this commitment of resources.

The steps announced today provide tangible evidence of the U.S. government's commitment to the orderly restructuring of AIGover time in the face of continuing market dislocations and economic deterioration. Orderly restructuring is essential to AIG'srepayment of the support it has received from U.S. taxpayers and to preserving financial stability. The U.S. government iscommitted to continuing to work with AIG to maintain its ability to meet its obligations as they come due.

Treasury has stated that public ownership of financial institutions is not a policy goal and, to the extent public ownership is anoutcome of Treasury actions, as it has been with AIG, it will work to replace government resources with those from the privatesector to create a more focused, restructured, and viable economic entity as rapidly as possible. This restructuring is aimed ataccelerating this process. Key steps of the restructuring plan include:

Preferred Equity

The U.S. Treasury will exchange its existing $40 billion cumulative perpetual preferred shares for new preferred shares withrevised terms that more closely resemble common equity and thus improve the quality of AIG's equity and its financial leverage.The new terms will provide for non-cumulative dividends and limit AIG's ability to redeem the preferred stock except with theproceeds from the Issuance of equity capital.

Equity Capital CommitmentThe Treasury Department will create a new equity capital facility, which allows AIG to draw down upto $30 billion as neededover time in exchange for non-cumulative preferred stock to the U.S. Treasury. This facility will further strengthen AIG's capitallevels and improve its leverage.

T0002


49/116

Federal Reserve Revolving Credit Facili tyThe Federal Reserve will take several actions relating to the $60 billion Revolving Credit Facility for AIG established by theFederal Reserve Bank of New York (New York Fed) in September 2008, to further the goals described above.

Repayment by Preferred Stock InterestsThe Revolving Credit Facility will be reduced in exchange for preferred interests in two special purpose vehicles created to holdall of the outstanding common stock of American Life Insurance Company (ALlCO) and American International AssuranceCompany Ltd. (AlA), two life Insurance holding company subsidiaries of AIG. AIG will retain control of ALiCO and AlA, thoughthe Ne w York Fed will have certain governance rights to protect its interests. The valuation for the Ne w York Fed's preferredstock interests, which may be up to approximately $26 billion, will be a percentage of the fair market value of ALiCO and Al Abased on valuations acceptable to the NewYork Fed.

Securitization of Life Insurance Cash FlowsThe Ne w York Fed is authorized to make new loans under section 13(31 of the Federal Reserve Act of up to an aggregateamount of approximately $8.5 billion to special purpose vehicles (SPVs) established by domestic life insurance subsidiaries ofAIG. The SPVs would repay the loans from the net cash flows they receive from designated blocks of existing life insurancepolicies held by the parent insurance companies. The proceeds of the New York Fed loans would pay down an equivalentamount of outstanding debt under the RevolVing Credit Facility. The amounts lent, the size of the haircuts taken by th e New YorkFed, and other terms of the loans would be determined based on valuations acceptable to the Ne w York Fed.

Restructuring of Other TermsAfter the transactions described above, the total amount available under the Facility will be raduced from $60 billion to no lessthan $25 billion. In addition, the Interest rate on the Facility, which is three-month L1BOR plus 300 basis points, will be modified

by removing the existing floor (3.5 percent) on the L1BOR rate. The Facility will continue to be secured by a lien on a substantialportion of AIG's assets, including the businesses AIG plans to retain. The other material terms of th e Facility remain unchanged.

Issuance of Preferred StockAs required by the credit agreement governing the RevolVing Credit Facility, AIG has agreed to issue on March 4, 2009, sharesof convertible preferred stock representing an approximately 77.9% equity interest in AIG to an independent trust for the solebenefit of the United States Treasury.

AIG must be in compliance with the executive compensation and corporate governance reqUirements of Section 111 of theEmergency Economic Stabilization Act, including the most stringent limitations on executive compensation as required under th enewest amendments to the Emergency Economic Stabilization Act. Additionally, AIG must continue to maintain and enforcenewly adopted restrictions put in place by the new management on corporate expenses and lobbying as well as corporategovernance requirements.

http://www.federalreserve.govlnewsevenlslpress!olherI20090302a.htm

T0002


50/116

Mcnulty. Amy

From:Sent:To:

Subject:

Don't believe the hype,

Hsu, MichaelWednesday, March 11, 2009 6:39 PMA l b r e c h ~StephenRe: Update Call

From: Albrecht, StephenTo: [email protected] ; [email protected] ; [email protected] ; '[email protected]'Cc: Hsu, MichaelSent: Wed Mar 1118:12:59 2009Subject: Update Call

I'd like to do a quick update call on the AIG bonus issues -- is this group available?

I'll open up this line for the call at 6: 15. Please let me know if you can join. Thanks

. .Stephen M. AlbrechtCounselor to the General CounselU.S. Department ofthe Treasury202-622-0283 (main)202-622-2882 (fax)

T000302


51/116

Mcnulty. Amy

From:Sent:To:

Subject:

Will do....my apologiesI

[email protected], January 15, 20092:04 PMHsu, MichaelRE: Update call

Julie DolanExecutive AssistantBank SupervisionFederal Reserve Bank of New York

Phone: 212-720-5857B l a c k b e r r y : ~w w w . n e w v o ~

Michael.':'[email protected]

011151200901:48 PM

Thanks.

And you can address me as Mike. (My dad goes by M r . H s ~ . )

From: [email protected] fmailto:[email protected]: Thursday, January 15, 2009 1:42 PMTo: Hsu, Michaelee: Fiechter, Jonathan; [email protected]: Re: Update call

Mr. Hsu:

Sarah Dahlgren' availability is as follows:

Friday, Jan. 16:2:00pm - 3:00pm or 4:00pm - 5:00pm.

To [email protected]

Subject RE: Update call

T0003


52/116

Julie DolanExecutive AssistantBank SupervisionFederal Reserve Bank of New YorkPhone: 212-720-5857B l a c k b e r r y : ~

w w w . n e w v o [email protected]

01/15/200901:31 PM

Sarah,

Happy ne w year!

To Sarah.DahlgrennyJrb.orgcc [email protected]

Subject Update call

Jonathan asked if I could set up th e AIG update call with you fo r tomorrow. What time(s) works best fo r you?

Fyi, Jim Lambright (Cia) and his AIGteam may be'jol,nlng in as well.

Thanks,-mike

T00030


53/116

Mcnulty. Amy

From:Sent:To:Cc:

-Subject:

Julie,

Hsu, MichaelThursday, January 15, 2009 1:55 PM'[email protected]'Fiechter, JonathanDisabled : '[email protected]'; Lambright. James; Tae, Michael;Rutherford, Matthew

RE: Update call

4pm works better fo r us. Can you send a calendar reminder wi dial-in details to everyone on this email?

Thanks,-mike

From: [email protected],org [mallto:[email protected]]Sent: Thursday, January 15, 2009 1:42 PMTo: Hsu, MichaelCc: Fiechter, Jonathan; [email protected]: Re: Update call

Mr. Hsu:



Julie DolanExecutive AssistantBank SupervisionFederal Reserve Bank of New YorkPhone: 212-720-5857B l a c k b e r r y : ~w w w . n e w y o ~

[email protected]

01/15/200901:31 PM

To Sarah [email protected] [email protected]

Subject Update call

T00030


54/116

Sarah,

Happy new year!

Jonathan asked if I could set u p t he AIG update call with you for tomorrow, What time{s) works best fo r you?

Fyi, Jim Lambright (GO) and his AIG team maybe joining in as well.

Thanks,-mike

T0003


55/116

Mcnulty. Amy

From:Sent:To:Co:

Subject:

,Julie,

Hsu, MichaelThursday, January 15, 2009 1:55 PM'[email protected]'Fiechter; JonathanDisabled ; '[email protected]'; Lambright, James; Tae, Michael;Rutherford, Matthew

RE: Update call

4pm works better fo r us. Can you send a calendar reminder wi dial-in details to everyone on this email?

Thanks,-mike

From: [email protected] [mallto:[email protected]]Sent: Thursday, January 15, 2009 1:42 PMTo: Hsu, MichaelCe: Fiechter, Jonathan; [email protected]: Re: Update call

Mr. Hsu:



Julie DolanExecutive AssistantBank SupervisionFederal Reserve Bank of New YorkPhone: 212-72Q..5857B l a c k b e r r y : ~w w w . n e w v o ~

[email protected]

011151200901:31 PM

To [email protected] [email protected]

Subject Update call

T00030


56/116

Sarah,

Happy ne w year!

Jonathan asked if Icould se t up th e AIG update call with you for tomorrow. What time(s) works best for you?

Fyi, Jim Lambright (CiO) an d his AIG team may be joining in as well.

Thanks,-mike

T0003


57/116

Mcnulty. Amy


Mr. Hsu:

[email protected], January 15, 2009 1:42 PMHsu, MichaelFiechter, JonathanDisabled ; [email protected]: Update call.


Friday, Jan. 16:2:00pm 3:00pm or 4:00pm - 5:00pm.

Julie DolanExecutive AssistantBank SupervisionFederal Reserve Bank of NewYorkPhone: 212-720-5857B l a c k b e r r y : ~w w w , n e w y o ~

[email protected]

01/15/200901:31 PM

Happy new yeari

To S a r a h . D a h l g r e ~ @ n y . f ( b . o r g

cc [email protected] Update call

Jonathan asked if I could set up the AIG update call with you fo r tomorrow. What time(s) works best fo r you?

Fyi, Jim Lambright (CIO) and his AIG team maybe joining in as well.

Thanks,-mike

T000


58/116

Office: 212-720-2566

C e l l : ' "

From: Danielle V i c e n t e ~Sent: 03/05/2009 0 8 : 3 7 ~To: Danielle Vicente

T00034


59/116

Mcnulty, Amy

From:Sent:To:

Cc:Subject:

Hsu, MichaelFriday, March 06, 2009 9:22 AM'Danielie,Vicente@ny,frb,arg'; '[email protected]'; '[email protected]';'[email protected]'; '[email protected]'; '[email protected]';'[email protected]'; '[email protected]'; '[email protected]'; Tae,Michael; Ferlazzo, RonaldMorse, Duane; Haeger Sharon; Surry, StevenRE: Updated AIG presentation

(b ) (5 )

Dani, Jim, Stephanie and team,

If you'd ilke to discuss further, give me a ring (20262277721 or we can set up a group call.

Thanks,-mike

From: Danielie,Vlcente@ny,frb,org [mailto:Danielle.Vicente@ny,frb.orgjS e n ~ :Thursday, March OS, 20098:47 PMTo: Jlm,Mahoney@ny,frb,org; [email protected]; [email protected]; 1"1lchael.S,Gibson@frb,gov;Rich.Ashton@frb,gov; [email protected]; [email protected]; [email protected]; Hsu, Michael; Tae,Michael; Ferlazzo, RonaldSUbject: Updated AIG-- 'presentation

. (b ) (5 )

Please find attached an updated presentation on the A I ~ t h a tincludes essentially the same infonnation as the previousversion but fleshes out some of the ideas. (b ) (5 )

Dani

Danielle VicenteFederal Reserve Bank of New York

Office: 2127202566C e l l : ~

From: Danielle V i c e n t _Sent: 03105/2D09 0 8 : 3 ~To: Danielle Vicente

T0003


60/116

McCarthy, Mary (Contractor)


Albrecht, StephenSunday, Maich 29, 2009 9:12 AMJaconl, Kri$tenRe: Call tomorrow?

Froll1: Jaconl, KristenTo: Albrecht, StephenSel'lt:Sun Mar 29 00:08:412009

.Subject: Fw: Call tomorrow?

Plea$e see below.

' - - - ' ~ " ' - ' - ' - ' - ' - ' - " ' " " ' - - - " - - ' " " ' - - - - - - ' - - - - ' - ..._ - -. ~From: JaConi, KristenTo:

Solomon,IanSent: Sun Mar 29 00:03:06 2009

Subject: Re: Call tomorrow?

From: Solomon, IailTo: Ferlazzo, Ronald; Jaconi, Kristen; Albrecht,StephenCc: Hsu, Michael; Fitzpayne,AI.stairSent: Sat Mar 28 23:37:33 2009SUbject:: Re: Call tomorroW?

GreaL8.:30 pm Sunday. Iwill$end around i' memo fo qiscU$$beforehand, Iwillalsosend around a call-innumber. (COS# available, AI?), Mike, can you let Mar$halla.nd Beverly ~ n o wthe time?

From: FEwlazzo, RonaldTo: Solomon, Ian; Jaconi, Kristen;Albrecht,StePhenCc: Hsu, Michael; Fltzpayne,AlastairSent: Sat Mar 28 23:33:03 2009Subject: Re: Call tomorrow?

Work$ for me

....._ - - - - - - - _ . _ - -From: Solomon, IanTo: Jaconi, Kristen; Albrecht, Stephen; Ferlazzo, RonaldCc: Hsu, Michael; Fltzpayne,AlastairSent: Sat Mar 28 23:12:42 2009SUbject:: Re: Call tomorrow?

T000


61/116

Ron. Kristen, Mike, (and Steve) - any conflicts after 8:15 pm tomorrow to talk comp generally and at our favoriteinsurance company?

From: Jaconi, KristenTo: Solomon, Ian; Albrecht, StephenCc: Hsu, Michael; Fltzpayne, AlastairSent: ?a t Mar 28 23:04:49 2009Subject: Re: Call tomorrow?

If it were in the evening, I could do 8:15 pm EST or later. Please email me tonight If the call Is to be at 10:30 am EST.Again, It may be helpful to have Ron Ferlazzo on the call as he is the exec camp deal lawyer. Thank you, Kristen

From: Solomon, IanTo: Albrecht, Stephen; Jaconi, KristenCc: Hsu, Michael; Fitzpayne, AlastairSent: Sat Mar 28 21:15:25 2009Subject: Fw: Call tomorrow?

Steve and Kristen, Ideally one or both of you could make the cali. Would 10:30 am ET or after 6 pm ET be better? What's

better for you, Mike? Also, I'm inclined to keep Ita Treasury call unless one of you feel strongly that frbny needs to be on.

From: Huebner, Marshall S,To: Hsu, Michael; Chase, Beverly FangerCc: James, Ethan T, ; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconl, KristenSent: Sat Mar 28 21:11:12 2009Subject: Re: Call tomorrow?

Happy to do a call tomorrow.

Unfortunately - and I truly apologize - I.am not available between 11 and 6.

Shall we do morning or eve?

Also, does it make sense to have anyone from the Fed (Tom Baxter maybe?) join us?

From: [email protected],govTo: Chase, Beverly Fanger; Huebner, Marshall S.Cc: James, Ethan T. ; lan.Solomon@do,treas.gov ; [email protected],gov ; Ronald.Ferlazzo@do,treas,gov ;Krlsten.Jaconl@do,treas.govSent: Sat Mar 28 18:27:362009Subject: Call tomorrow?

Marshall and Beverly,

Ian Solomon (cc'd) is on the polley team at UST. H,;'s been working on the comp issue recently wi Albrecht and others.

We would like to have a call sometime tomorrow - erha s aroundnopn or 1 m - to discuss

Can you be available? Or should we shoot for a different time?

Thanks,-mike

T000348


62/116

From: Chase, Beverly FangerTo: Albrecht, Stephen; Hsu,MichaelCc:'[email protected]' ; Sarah Dahlgren; Huebner, Marshall S. ; James, EthanT.; Wright, John T.Sent: Sa t Mar 2817:49:382009Sub'ett: WARNING: MESSAGE ENC1


63/116


64/116


65/116

Cc: James, Ethan T.; [email protected] ; [email protected] ; Ronald.Ferl:[email protected] ;Kristen.Ja0


66/116

(b) (6)

(b) (6)rom:s e n ~ 8200911'04 AMT o : _ ;Subject: Current Bonus Details

(b) (6)

Attached is the latest bonus data we have availabie. It includes Dawn's Non-qualified information.

The report Includes both the March 23 to May 31 and the June 1 to December 31 periods. Th e June to December is notcomplete as we only required the first period details. If you prefer to only send the March to May period let me know an d Iwill modify the file.

No weekly payment schedules are included nor i s th e summary as we did not ge t Dawn's data until late in the day. Also,as we discussed at about 6pm last evening, we will need to modify the format of the summary to only include true bonusprograms in the smali, medium and large plan groupings. We will keep the N Qual and Retention in their unique bucketsand ad hoc type programs such as sign on and counter offers, etc in a unique bucket as well.

Let me know if you need any modification to the attached.

T00035


67/116

McCarthy. Mary (Contractor)


Huebner, Marshall S. [[email protected]]Sunday, March 29, 2009 12:02 AMSolomon, Ian; Hsu, Michael; Chase, Beverly FangerJames, Ethan T.; Albrecht, Stephen; Ferlazzo, Ronald; Jaconi, KristenDisabledRE: Call tomorrow?

Of course it is. You are the client!

From: [email protected] [mailto:[email protected]]Sent: Sunday, March 29, 2009 12:00 AMTo: Huebner, Marshall S.; [email protected]; Chase, Beverly FangerCc: James, Ethan T.; [email protected]; [email protected]; [email protected]: Re: call tomorrow?

I'd prefer this call to be with Treasury staff only if fhat's ok. Thanks.

From: Huebner, Marshall S.To: Hsu, Michael; Chase, Beverly FangerCc: James, Ethan T. ; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconi, KristenSent: Sat Mar 28 23:57:42 2009Subject: RE: Call tomorrow?ok. should tom bexter or others from the fed join if they can?

From: [email protected] [mailto:[email protected]: Saturday, March 28, 2009 11:40 PMTo: Huebner,Marshall S.; Chase, Beverly FangerCc: James, Ethan T.; [email protected]; [email protected]; [email protected];[email protected]: Re: call tomorrow?

I think we're going to aim for 8:30pm tomorrow night. Someone willsend around a calendar invite with the dial-in.

From: Huebner, Marshall S.To: Hsu, Michael; Chase, Beverly FangerCc: James, Ethan T. ; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconl, KristenSent: Sat Mar 28 21:11:12 2009SUbject: Re: Call tomorrow?


Unfortunately - and I truly apologize - I am not available between 11 and 6.


Also, does it make sense to have anyone from the Fed (Tom' Baxter maybe?) join us?

From: [email protected]: Chase, Beverly Fanger; Huebner, Marshall S.

T00035


68/116


69/116


70/116


From:Sent:To:Co:Subject:

Huebner, Marshall $. [[email protected]]Sunday, March 29, 2009 12:02 AMSolomon, Ian; Hsu, Michael; Chase, Beverly FangerJames, Ethan T; Albrecht, Stephen; Ferlazzo, Ronald; Jaconl, KristenDisabledRE: Call tomorrow?

Of course it is. You are the client!

From: [email protected] [mailto:lan.Solomon@do,treas.gov]Sent: Sunday, March 29, 2009 12:00 AM .To: Huebner, Marshall S,; [email protected]; Chase, Beverly FangerCc: James, Ethan T.; Stephen,[email protected]; Ronald,[email protected]; [email protected]: Re: call tomorrow?

I'd prefer this call to be with Treasury staff only if that's ok. Thanks,

- - - - - - - , , ~ , - _ . - _ .

---.

_ - - - _...._"

..__. _ - - - - - - , , - - _ . _ - - . -From: Huebner, Marshall S.

To: Hsu, Michael; Chase, Beverly FangerCc: James, Ethan T. ; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconi, KristenSent: Sat Mar 28 23:57:42 2009 -Subject: RE: call tomorrow?ok. should tom baxter or others from the fed join If they can?

From: [email protected] [mailto:[email protected]]Sent: Saturday, March 28, 2009 11:40 PMTo: Huebner, Marshall S,; Chase, Beverly FangerCc: James, Ethan T.; [email protected]; [email protected]; [email protected];[email protected] .Subject: Re: Call tomorrow?

i think we're going to aim for 8:30pm tomorrow night. Someone will send around a calendar invite with the dial-in.

From: Huebner, Marshall S.To: Hsu, Michael; Chase, Beverly FangerCc: James, Ethan T. ; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconi, KristenSent: Sat Mar 28 21:11:12 2009Subject: Re: Call tomorrow?


Unfortunately and I truly apologize - I am not available between 11 and 6.


Also. does it make sense to have anyone from the Fed (Tom Baxter maybe?) join us?

From: [email protected]: Chase, Beverly Fanger; Huebner, Marshall S.

T0003


71/116

.Cc: J a m ~ s ,Ethan T.; l a n . S ( l l o m o n @ d o . t r ~ a s . g o v; S t ~ p h e n . A l b r ~ c h t @ d o . t r e a s . g o v; [email protected];K r i s t ~ h . J a c o n i @ d o . t r ~ a s . g o v

Sent: Sat Mar 28 18:27.:36 2009Subject: call tomorrow?

Marshall and B ~ v e r l y .

Ian Solomoh (cc'd) is on the policy team at UST. He's been working on the comp issue recently wi Albrecht and others.

Can yOLlbe available? Or shouid we shoot for a different time?

Thanks, -mike

F'rom: Chase, Beverly FangerTo: Albrecht,Stephen; Hsu, M l c h a ~ 1. . 'Cc: '][email protected]' ; Sarah Dahlgren ; H u e b n ~ r ,MarShall S. ; James, IOlhan T. ; Wright, john T.Sent: Sat Mar 28 17.:49:38 2009Sub"ect: WARNING: MESSAGE ENCRYPTED FW:CurrehtBoniJsDetaiis

To ensure compliance with requirements imposed by the IRS, we inform you that, upless ex:pJicitlyprovided otherwise, any lJ$. federallaxadvice contained in this communication(incJuding anY attachments) is notintended or written to be used, ~ U l dcannothe used, for the purpose of (i) avoiding penalties under the Internal

Revenue Code or (ii) protnoting,tnarketiJig or recommending. to ahother party any transactiohot matteraddressed herein. .*************************

Beverly F. Chase .Davis Pdlk & Wardwell450 LeXingtcm AvenueNew York, New York 10017chase@dpw:com (email)21H50-4383 (tel)212-450-3383 (fax)******************' ****.***

@aig.com]

@ey.com;Chase, Beverly F a n g ~ r ;J a r h ~ s ;Ethan T.;J a m e s , H ~ n n ~ s s y @ h y . f r b . o r g

(b ) (6 )

Enclosed is our state of play on the incentive data, Please see the note below wmissing. Please pass this along to whomever I missed on the distribution list.

rovides a summary of what is

(b ) (6 )

T0003


72/116

(b) (6)rom:Sent:' SaturdaTo:

Subject: Current Bonus Details

(b) (6)

Attached is the latest bonus data we have available. It includes Dawn's Non-qualified information.

The report includes both the March 23 to May 31 and the June 1 to December 31 periods. The June to December is notcomplete as we only required the first period details. If you prefer to only send the March to May period let me know and Iwill modify the file.

No weekly payment schedules are Included nor is the summary as we did not get Dawn's data unti l late in the day. Also,as we discussed at about 6pm last evening, we will need to modify the format of the summary to only include true bonusprograms in the small, medium and large plan groupings. We will keep the N Qual and Retention In their unique bucketsand ad hoc type programs such as sign on and counter offers, etc in a unique bucket as well.

Let me know if you need any modification to the attached.

T00035


73/116


crew: department of the treasury: regarding aig bonuses: 7/15/10 – 2009-03-124_binder 1

Documents