Common use of Arbitration; Choice of Forum Clause in Contracts

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Grantee, arising out of or relating to or concerning the Plan or this Agreement (including any Annex), will be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section is subject to the provisions of Sections 22(b) and (c) below. (b) THE COMPANY AND THE GRANTEE HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(a) OF THIS AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee acknowledge that the forum designated by this Section 22(b) has a reasonable relation to the Plan, this Agreement, and to the Grantee’s relationship with the Company. Notwithstanding the foregoing, nothing herein will preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22. (c) The agreement by the Grantee and the Company as to forum is independent of the law that may be applied in the action, and the Grantee and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(b). The Grantee and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Agreement in any forum other than a forum described in this Section 22. The Grantee and the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will be conclusive and binding upon the Grantee and the Company. (d) The Grantee irrevocably appoints the Secretary of the Company as the Grantee’s agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Agreement which is not arbitrated pursuant to the provisions of Section 22(a), who will promptly advise the Grantee of any such service of process. (e) The Grantee hereby agrees to keep confidential the existence of, and any information concerning, a dispute described in this Section 22, except that the Grantee may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes and agrees that prior to the grant of this Award the Grantee has no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee expressly waives any right to contest the amount of this Award, terms of this Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company or the Board, or any amendment to the Plan or this Agreement (other than an amendment to which the Grantee’s consent is expressly required by Section 13 or Section 14 of the Plan) and the Grantee expressly waives any claim related in any way to this Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment with the Company (or any Subsidiary or Affiliate).

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Grantee, arising out of or relating to or concerning the Plan or this Agreement (including any AnnexAnnex 1), will be finally settled by arbitration in New York, New York, York (United States of America (or, if the Grantee is a non-United States resident, in London, EnglandAmerica) before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section is subject to the provisions of Sections 22(b) and (c) below. (b) THE COMPANY AND THE GRANTEE HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(a) OF THIS AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee acknowledge that the forum designated by this Section 22(b) has a reasonable relation to the Plan, this Agreement, and to the Grantee’s relationship with the Company. Notwithstanding the foregoing, nothing herein will preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22. (c) The agreement by the Grantee and the Company as to forum is independent of the law that may be applied in the action, and the Grantee and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(b). The Grantee and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Agreement in any forum other than a forum described in this Section 22. The Grantee and the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will be conclusive and binding upon the Grantee and the Company. (d) The Grantee irrevocably appoints the Secretary of the Company as the Grantee’s agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Agreement which is not arbitrated pursuant to the provisions of Section 22(a), who will promptly advise the Grantee of any such service of process. (e) The Grantee hereby agrees to keep confidential the existence of, and any information concerning, a dispute described in this Section 22, except that the Grantee may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes and agrees that prior to the grant of this Award the Grantee has no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee expressly waives any right to contest the amount of this Award, terms of this Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company or the Board, or any amendment to the Plan or this Agreement (other than an amendment to which the Grantee’s consent is expressly required by Section 13 or Section 14 of the Plan) and the Grantee expressly waives any claim related in any way to this Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment with the Company (or any Subsidiary or Affiliate).Paragraph

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company AIG and the Granteeyou, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Award Agreement, will shall be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section paragraph is subject to the provisions of Sections 22(bParagraphs 15(b) and (c) below. (b) THE COMPANY AIG AND THE GRANTEE YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(aPARAGRAPH 15(a) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company AIG and the Grantee you acknowledge that the forum designated by this Section 22(bParagraph 15(b) has a reasonable relation to the Plan, this Agreement, Award Agreement and to the Grantee’s your relationship with the CompanyAIG. Notwithstanding the foregoing, nothing herein will shall preclude the Company AIG from bringing any action action, suit or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 15. (c) The agreement by the Grantee you and the Company AIG as to forum is independent of the law that may be applied in the action, suit or proceeding and the Grantee you and the Company AIG agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee You and the Company AIG hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee you or the Company AIG now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(bParagraph 15(b). The Grantee You and the Company AIG undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Award Agreement in any forum other than a forum described in this Section 22Paragraph 15. The Grantee You and (subject to the Company last sentence of Paragraph 15(b)) AIG agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will shall be conclusive and binding upon the Grantee you and the CompanyAIG. (d) The Grantee You irrevocably appoints appoint the Secretary of the Company AIG as the Grantee’s your agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Award Agreement which is not arbitrated pursuant to the provisions of Section 22(aParagraph 15(a), who will shall promptly advise the Grantee you of any such service of process. (e) The Grantee You hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 22Paragraph 15, except that the Grantee you may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes You recognize and agrees agree that prior to the grant of this Award the Grantee has you have no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee you expressly waives waive any right to contest the amount of this Award, terms of this Award Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company or the Board, or any amendment to the Plan or this Award Agreement (other than an amendment to which the Grantee’s your consent is expressly required by Section 13 or Section 14 of the PlanParagraph 13) and the Grantee you expressly waives waive any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment your Employment with the Company (or any Subsidiary or Affiliate)AIG.

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company Firm and the Granteeyou, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Award Agreement, will shall be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “"NYSE”") or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it)matter, the American Arbitration Association (the “"AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution") in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section paragraph is subject to the provisions of Sections 22(bclauses (b) and (c) below. (b) THE COMPANY FIRM AND THE GRANTEE YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(aPARAGRAPH 15(a) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company Firm and the Grantee you acknowledge that the forum designated by this Section 22(bParagraph 15(b) has a reasonable relation to the Plan, this Award Agreement, and to the Grantee’s your relationship with the CompanyFirm. Notwithstanding the foregoing, nothing herein will shall preclude the Company Firm from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 15. (c) The agreement by the Grantee you and the Company Firm as to forum is independent of the law that may be applied in the action, and the Grantee you and the Company Firm agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee You and the Company Firm hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee you or the Company Firm now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(bParagraph 15(b). The Grantee You and the Company Firm undertake not to commence any action, suit or proceeding action arising out of or relating to or concerning this Award Agreement in any forum other than a forum described in this Section 22Paragraph 15. The Grantee You and the Company Firm agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will shall be conclusive and binding upon the Grantee you and the CompanyFirm. (d) The Grantee You irrevocably appoints appoint the Secretary General Counsel of the Company GS Inc. as the Grantee’s your agent for service of process in connection with any action, suit action or proceeding arising out of or relating to or concerning this Award Agreement which is not arbitrated pursuant to the provisions of Section 22(aParagraph 15(a), who will shall promptly advise the Grantee you of any such service of process. (e) The Grantee You hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 22Paragraph 15, except that the Grantee you may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes You recognize and agrees agree that prior to the grant of this Award the Grantee has you have no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee you expressly waives waive any right to contest the amount of this Award, terms of this Award Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company GS Inc. or the Board, or any amendment to the Plan or this Award Agreement (other than an amendment to which the Grantee’s your consent is expressly required by Section 13 or Section 14 of the Plan) and the Grantee expressly waives any claim related in any way to this Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment with the Company (or any Subsidiary or AffiliateParagraph 14).

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Granteeyou, arising out of or relating to or concerning the Plan SIP or this Agreement (including any Annex)Award Agreement, will shall be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section paragraph is subject to the provisions of Sections 22(bParagraphs 15(b) and (c) below. (b) THE COMPANY AND THE GRANTEE YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(a) OF THIS AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee acknowledge that the forum designated by this Section 22(b) has a reasonable relation to the Plan, this Agreement, and to the Grantee’s relationship with the Company. Notwithstanding the foregoing, nothing herein will preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22.LOCATED (c) The agreement by the Grantee you and the Company as to forum is independent of the law that may be applied in the action, suit or proceeding, and the Grantee you and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee You and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee you or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(bParagraph 15(b). The Grantee You and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Award Agreement in any forum other than a forum described in this Section 22Paragraph 15. The Grantee You and (subject to the last sentence of Paragraph 15(b)) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will shall be conclusive and binding upon the Grantee you and the Company. (d) The Grantee You irrevocably appoints appoint the Secretary of the Company AIG as the Grantee’s your agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this the Partners Plan or the Award Agreement which is not arbitrated pursuant to the provisions of Section 22(aParagraph 15(a), who will shall promptly advise the Grantee you of any such service of process. (e) The Grantee You hereby agrees agree to keep confidential the existence of, and any information concerningconcerning any grant made under the Partners Plan and any dispute, a dispute described in controversy or claim relating to the Partners Plan or this Section 22Award Agreement, except that the Grantee you may disclose information concerning such dispute or claim to the arbitrator or court that is considering such dispute or to the Grantee’s your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes You recognize and agrees agree that prior to the grant of this Award the Grantee has you have no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee you expressly waives waive any right to contest the amount of this Award, terms of this AgreementAward Agreement and the Partners Plan, or any determination, action or omission hereunder or under the Plan made or taken in good faith SIP by the Committee, the Company Committee or AIG of the Board, or any amendment to the Partners Plan or this Award Agreement (other than an amendment to which the Grantee’s consent is and you expressly required by Section 13 or Section 14 of the Plan) and the Grantee expressly waives waive any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment your Employment with the Company (or any Subsidiary or Affiliate)Company.

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Granteeyou, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Award Agreement, will shall be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section paragraph is subject to the provisions of Sections 22(bParagraphs 18(b) and (c) below. (b) THE COMPANY AND THE GRANTEE YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(aPARAGRAPH 18(a) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee you acknowledge that the forum designated by this Section 22(bParagraph 18(b) has a reasonable relation to the Plan, this Award Agreement, and to the Grantee’s your relationship with the Company. Notwithstanding the foregoing, nothing herein will shall preclude the Company from bringing any action action, suit or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 18. (c) The agreement by the Grantee you and the Company as to forum is independent of the law that may be applied in the action, suit or proceeding and the Grantee you and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee You and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee you or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(bParagraph 18(b). The Grantee You and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Award Agreement in any forum other than a forum described in this Section 22Paragraph 18. The Grantee You and (subject to the last sentence of Paragraph 18(b)) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will shall be conclusive and binding upon the Grantee you and the Company. (d) The Grantee You irrevocably appoints appoint the Secretary of the Company AIG as the Grantee’s your agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Award Agreement which is not arbitrated pursuant to the provisions of Section 22(aParagraph 18(a), who will shall promptly advise the Grantee you of any such service of process. (e) The Grantee You hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 22Paragraph 18, except that the Grantee you may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes You recognize and agrees agree that prior to the grant of this Award the Grantee has you have no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee you expressly waives waive any right to contest the amount of this Award, terms of this Award Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company AIG or the Board, or any amendment to the Plan or this Award Agreement (other than an amendment to which the Grantee’s your consent is expressly required by Section 13 or Section 14 of the PlanParagraph 16) and the Grantee you expressly waives waive any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment your Employment with the Company (or any Subsidiary or Affiliate)Company.

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Grantee, arising out of or relating to or concerning the Plan or this Agreement (including any AnnexAnnex 1), will be finally settled by arbitration in New York, New York, York (United States of America (or, if the Grantee is a non-United States resident, in London, EnglandAmerica) before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section is subject to the provisions of Sections 22(b) and (c) below. (b) THE COMPANY AND THE GRANTEE HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(a) OF THIS AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee acknowledge that the forum designated by this Section 22(b) has a reasonable relation to the Plan, this Agreement, and to the Grantee’s relationship with the Company. Notwithstanding the foregoing, nothing herein will preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Paragraph 22. Also, the Company may bring such an action or proceeding, in addition to its rights under Section 2222(a) and whether or not an arbitration proceeding has been or is ever initiated, to temporarily, preliminarily or permanently enforce any part of Section 15 and Annex 1. The Grantee agrees that his or her violation of any provision of Section 15 and Annex 1 would cause damage to the Company that cannot be measured or repaired, the Company therefore is entitled to an injunction, restraining order or other equitable relief restraining any actual or threatened violation of those provisions, no bond will need to be posted for the Company to receive such an injunction, order or other relief and no proof will be required that monetary damages for violations of those provisions would be difficult to calculate and that remedies at law would be inadequate. (c) The agreement by the Grantee and the Company as to forum is independent of the law that may be applied in the action, and the Grantee and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(b). The Grantee and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Agreement in any forum other than a forum described in this Section 22. The Grantee and (subject to the last sentence of Section 22(a)) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will be conclusive and binding upon the Grantee and the Company. (d) The Grantee irrevocably appoints the Secretary of the Company as the Grantee’s agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Agreement which is not arbitrated pursuant to the provisions of Section 22(a), who will promptly advise the Grantee of any such service of process. (e) The Grantee hereby agrees to keep confidential the existence of, and any information concerning, a dispute described in this Section 22, except that the Grantee may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) and its Subsidiaries to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes and agrees that prior to the grant of this Award the Grantee has no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee expressly waives any right to contest the amount of this Award, terms of this Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company or the Board, or any amendment to the Plan or this Agreement (other than an amendment to which the Grantee’s consent is expressly required by Section 13 or Section 14 of the Plan) and the Grantee expressly waives any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment with the Company (or any Subsidiary or Affiliate)Company.

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Grantee, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Agreement, will be finally settled by arbitration in New York, New York, York (United States of America (or, if the Grantee is a non-United States resident, in London, EnglandAmerica) before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “AAA”) (orin London, if the Grantee is a non-United States resident, England before the International Centre for Dispute Resolution) Resolution in accordance with the commercial arbitration rules of the AAAAmerican Arbitration Association. Prior to arbitration, all claims maintained by the Grantee must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section is subject to the provisions of Sections 22(b19(b) and (c) below. (b) THE COMPANY AND THE GRANTEE HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK LONDON, ENGLAND OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(a19(a) OF THIS AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee acknowledge that the forum designated by this Section 22(b19(b) has a reasonable relation to the Plan, this Agreement, and to the Grantee’s relationship with the Company. Notwithstanding the foregoing, nothing herein will preclude the Company or Grantee from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 19. (c) The agreement by the Grantee and the Company as to forum is independent of the law that may be applied in the action, and the Grantee and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(b19(b). The Grantee and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Agreement in any forum other than a forum described in this Section 2219. The Grantee and (subject to the last sentence of Section 19(a)) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will be conclusive and binding upon the Grantee and the Company. (d) The Grantee irrevocably appoints the Secretary of the Company as the Grantee’s agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Agreement which is not arbitrated pursuant to the provisions of Section 22(a19(a), who will promptly advise the Grantee of any such service of process. (e) The Grantee and the Company hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 2219, except that the Grantee either party may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s its legal counsel (provided that such counsel agrees not to disclose any such information other than as reasonably necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company other party with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (and its Subsidiaries or any Subsidiary or Affiliate) the Company from providing truthful testimony concerning the Grantee to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes and agrees that prior to the grant of this Award the Grantee has no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee expressly waives any right right, prior to a Change in Control, to contest the amount of this Award, terms of this Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company or the Board, or any amendment to the Plan or this Agreement (other than an amendment to which the Grantee’s consent is expressly required by Section 13 or Section 14 of the Plan) and the Grantee expressly waives any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment with the Company (or any Subsidiary or Affiliate)Company.

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company Firm and the Granteeyou, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Award Agreement, will shall be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “"NYSE”") or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it)matter, the American Arbitration Association (the “"AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution") in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section paragraph is subject to the provisions of Sections 22(bclauses (b) and (c) below. (b) THE COMPANY FIRM AND THE GRANTEE YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(aPARAGRAPH 16(a) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company Firm and the Grantee you acknowledge that the forum designated by this Section 22(bParagraph 16(b) has a reasonable relation to the Plan, this Award Agreement, and to the Grantee’s your relationship with the CompanyFirm. Notwithstanding the foregoing, nothing herein will shall preclude the Company Firm from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 16. (c) The agreement by the Grantee you and the Company Firm as to forum is independent of the law that may be applied in the action, and the Grantee you and the Company Firm agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee You and the Company Firm hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee you or the Company Firm now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(bParagraph 16(b). The Grantee You and the Company Firm undertake not to commence any action, suit or proceeding action arising out of or relating to or concerning this Award Agreement in any forum other than a forum described in this Section 22Paragraph 16. The Grantee You and the Company Firm agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will shall be conclusive and binding upon the Grantee you and the CompanyFirm. (d) The Grantee You irrevocably appoints appoint the Secretary General Counsel of the Company GS Inc. as the Grantee’s your agent for service of process in connection with any action, suit action or proceeding arising out of or relating to or concerning this Award Agreement which is not arbitrated pursuant to the provisions of Section 22(aParagraph 16(a), who will shall promptly advise the Grantee you of any such service of process. (e) The Grantee You hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 22Paragraph 16, except that the Grantee you may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities.or (f) The Grantee recognizes You recognize and agrees agree that prior to the grant of this Award the Grantee has you have no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee you expressly waives waive any right to contest the amount of this Award, terms of this Award Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company GS Inc. or the Board, or any amendment to the Plan or this Award Agreement (other than an amendment to which the Grantee’s your consent is expressly required by Section 13 or Section 14 of the Plan) and the Grantee expressly waives any claim related in any way to this Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment with the Company (or any Subsidiary or AffiliateParagraph 15).

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Grantee, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Agreement, will be finally settled by arbitration in New York, New York, York (United States of America (or, if the Grantee is a non-United States resident, in London, EnglandAmerica) before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section is subject to the provisions of Sections 22(b19(b) and (c) below. (b) THE COMPANY AND THE GRANTEE HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(a19(a) OF THIS AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee acknowledge that the forum designated by this Section 22(b19(b) has a reasonable relation to the Plan, this Agreement, and to the Grantee’s relationship with the Company. Notwithstanding the foregoing, nothing herein will preclude the Company or Grantee from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 19. (c) The agreement by the Grantee and the Company as to forum is independent of the law that may be applied in the action, and the Grantee and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(b19(b). The Grantee and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Agreement in any forum other than a forum described in this Section 2219. The Grantee and (subject to the last sentence of Section 19(a)) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will be conclusive and binding upon the Grantee and the Company. (d) The Grantee irrevocably appoints the Secretary of the Company as the Grantee’s agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Agreement which is not arbitrated pursuant to the provisions of Section 22(a19(a), who will promptly advise the Grantee of any such service of process. (e) The Grantee and the Company hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 2219, except that the Grantee either party may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s its legal counsel (provided that such counsel agrees not to disclose any such information other than as reasonably necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company other party with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (and its Subsidiaries or any Subsidiary or Affiliate) the Company from providing truthful testimony concerning the Grantee to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes and agrees that prior to the grant of this Award the Grantee has no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee expressly waives any right right, prior to a Change in Control, to contest the amount of this Award, terms of this Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company or the Board, or any amendment to the Plan or this Agreement (other than an amendment to which the Grantee’s consent is expressly required by Section 13 or Section 14 of the Plan) and the Grantee expressly waives any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment with the Company (or any Subsidiary or Affiliate)Company.

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Granteeyou, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Award Agreement, will shall be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “"NYSE”") or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “"AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution") in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section Paragraph is subject to the provisions of Sections 22(bParagraphs 15(b) and (c) below. (b) THE COMPANY AND THE GRANTEE YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(aPARAGRAPH 14(a) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee you acknowledge that the forum designated by this Section 22(bParagraph 15(b) has a reasonable relation to the Plan, this Award Agreement, and to the Grantee’s your relationship with the Company. Notwithstanding the foregoing, nothing herein will shall preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 15. (c) The agreement by the Grantee you and the Company as to forum is independent of the law that may be applied in the action, and the Grantee you and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee You and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee you or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(bParagraph 15(b). The Grantee You and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Award Agreement in any forum other than a forum described in this Section 22Paragraph 15. The Grantee You and (subject to the last sentence of Paragraph 15(a)) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will shall be conclusive and binding upon the Grantee you and the Company. (d) The Grantee You irrevocably appoints appoint the Secretary of the Company AIG as the Grantee’s your agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Award Agreement which is not arbitrated pursuant to the provisions of Section 22(aParagraph 15(a), who will shall promptly advise the Grantee you of any such service of process. (e) The Grantee You hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 22Paragraph 15, except that the Grantee you may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes You recognize and agrees agree that prior to the grant of this Award the Grantee has you have no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee you expressly waives waive any right to contest the amount of this Award, terms of this Award Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company AIG or the Board, or any amendment to the Plan or this Award Agreement (other than an amendment to which the Grantee’s your consent is expressly required by Section 13 or Section 14 of the PlanParagraph 13) and the Grantee you expressly waives waive any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment your Employment with the Company (or any Subsidiary or Affiliate)Company.

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Grantee, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Agreement, will be finally settled by arbitration in New York, New York, York (United States of America (or, if the Grantee is a non-United States resident, in London, EnglandAmerica) before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section is subject to the provisions of Sections 22(b21(b) and (c) below. (b) THE COMPANY AND THE GRANTEE HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(a21(a) OF THIS AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee acknowledge that the forum designated by this Section 22(b21(b) has a reasonable relation to the Plan, this Agreement, and to the Grantee’s relationship with the Company. Notwithstanding the foregoing, nothing herein will preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 21. (c) The agreement by the Grantee and the Company as to forum is independent of the law that may be applied in the action, and the Grantee and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(b21(b). The Grantee and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Agreement in any forum other than a forum described in this Section 2221. The Grantee and (subject to the last sentence of Section 21(a)) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will be conclusive and binding upon the Grantee and the Company. (d) The Grantee irrevocably appoints the Secretary of the Company as the Grantee’s agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Agreement which is not arbitrated pursuant to the provisions of Section 22(a21(a), who will promptly advise the Grantee of any such service of process. (e) The Grantee hereby agrees to keep confidential the existence of, and any information concerning, a dispute described in this Section 2221, except that the Grantee may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) and its Subsidiaries to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes and agrees that prior to the grant of this Award the Grantee has no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee expressly waives any right to contest the amount of this Award, terms of this Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company or the Board, or any amendment to the Plan or this Agreement (other than an amendment to which the Grantee’s consent is expressly required by Section 13 or Section 14 of the Plan) and the Grantee expressly waives any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment with the Company (or any Subsidiary or Affiliate)Company.

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Grantee, arising out of or relating to or concerning the Plan or this Agreement (including any Annex), will be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section is subject to the provisions of Sections 22(b20(b) and (c) below. (b) THE COMPANY AND THE GRANTEE HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(a20(a) OF THIS AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee acknowledge that the forum designated by this Section 22(b20(b) has a reasonable relation to the Plan, this Agreement, and to the Grantee’s relationship with the Company. Notwithstanding the foregoing, nothing herein will preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 2220. (c) The agreement by the Grantee and the Company as to forum is independent of the law that may be applied in the action, and the Grantee and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(b20(b). The Grantee and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Agreement in any forum other than a forum described in this Section 2220. The Grantee and the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will be conclusive and binding upon the Grantee and the Company. (d) The Grantee irrevocably appoints the Secretary of the Company as the Grantee’s agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Agreement which is not arbitrated pursuant to the provisions of Section 22(a20(a), who will promptly advise the Grantee of any such service of process. (e) The Grantee hereby agrees to keep confidential the existence of, and any information concerning, a dispute described in this Section 2220, except that the Grantee may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes and agrees that prior to the grant of this Award the Grantee has no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee expressly waives any right to contest the amount of this Award, terms of this Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company or the Board, or any amendment to the Plan or this Agreement (other than an amendment to which the Grantee’s consent is expressly required by Section 13 or Section 14 of the Plan) and the Grantee expressly waives any claim related in any way to this Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment with the Company (or any Subsidiary or Affiliate).

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Granteeyou, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Award Agreement, will shall be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “"NYSE”") or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “"AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution") in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section Paragraph is subject to the provisions of Sections 22(bParagraphs 14(b) and (c) below. (b) THE COMPANY AND THE GRANTEE YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(aPARAGRAPH 14(A) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee you acknowledge that the forum designated by this Section 22(bParagraph 14(b) has a reasonable relation to the Plan, this Award Agreement, and to the Grantee’s your relationship with the Company. Notwithstanding the foregoing, nothing herein will shall preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 14. (c) The agreement by the Grantee you and the Company as to forum is independent of the law that may be applied in the action, and the Grantee you and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee You and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee you or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(bParagraph 14(b). The Grantee You and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Award Agreement in any forum other than a forum described in this Section 22Paragraph 14. The Grantee You and (subject to the last sentence of Paragraph 14(a)) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will shall be conclusive and binding upon the Grantee you and the Company. (d) The Grantee You irrevocably appoints appoint the Secretary of the Company AIG as the Grantee’s your agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Award Agreement which is not arbitrated pursuant to the provisions of Section 22(aParagraph 14(a), who will shall promptly advise the Grantee you of any such service of process. (e) The Grantee You hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 22Paragraph 15, except that the Grantee you may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes You recognize and agrees agree that prior to the grant of this Award the Grantee has you have no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee you expressly waives waive any right to contest the amount of this Award, terms of this Award Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company AIG or the Board, or any amendment to the Plan or this Award Agreement (other than an amendment to which the Grantee’s your consent is expressly required by Section 13 or Section 14 of the PlanParagraph 13) and the Grantee you expressly waives waive any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment your Employment with the Company (or any Subsidiary or Affiliate)Company.

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Granteeyou, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Award Agreement, will shall be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “"NYSE”") or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “"AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution") in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section Paragraph is subject to the provisions of Sections 22(bParagraphs 14(b) and (c) below. (b) THE COMPANY AND THE GRANTEE YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(aPARAGRAPH 14(A) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee you acknowledge that the forum designated by this Section 22(bParagraph 14(b) has a reasonable relation to the Plan, this Award Agreement, and to the Grantee’s your relationship with the Company. Notwithstanding the foregoing, nothing herein will shall preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 14. (c) The agreement by the Grantee you and the Company as to forum is independent of the law that may be applied in the action, and the Grantee you and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee You and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee you or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(bParagraph 14(b). The Grantee You and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Award Agreement in any forum other than a forum described in this Section 22Paragraph 14. The Grantee You and (subject to the last sentence of Paragraph 14(a)) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will shall be conclusive and binding upon the Grantee you and the Company.. ============================================================================= (d) The Grantee You irrevocably appoints appoint the Secretary of the Company TRH as the Grantee’s your agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Award Agreement which is not arbitrated pursuant to the provisions of Section 22(aParagraph 14(a), who will shall promptly advise the Grantee you of any such service of process. (e) The Grantee You hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 22Paragraph 15, except that the Grantee you may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes You recognize and agrees agree that prior to the grant of this Award the Grantee has you have no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee you expressly waives waive any right to contest the amount of this Award, terms of this Award Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company TRH or the Board, or any amendment to the Plan or this Award Agreement (other than an amendment to which the Grantee’s your consent is expressly required by Section 13 or Section 14 of the PlanParagraph 13) and the Grantee you expressly waives waive any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment your Employment with the Company (or any Subsidiary or Affiliate)Company.

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Granteeyou, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Award Agreement, will shall be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section Paragraph is subject to the provisions of Sections 22(bParagraphs 15(b) and (c) below. (b) THE COMPANY AND THE GRANTEE YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(aPARAGRAPH 14(a) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee you acknowledge that the forum designated by this Section 22(bParagraph 15(b) has a reasonable relation to the Plan, this Award Agreement, and to the Grantee’s your relationship with the Company. Notwithstanding the foregoing, nothing herein will shall preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 15. (c) The agreement by the Grantee you and the Company as to forum is independent of the law that may be applied in the action, and the Grantee you and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee You and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee you or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(bParagraph 15(b). The Grantee You and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Award Agreement in any forum other than a forum described in this Section 22Paragraph 15. The Grantee You and (subject to the last sentence of Paragraph 15(a)) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will shall be conclusive and binding upon the Grantee you and the Company. (d) The Grantee You irrevocably appoints appoint the Secretary of the Company AIG as the Grantee’s your agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Award Agreement which is not arbitrated pursuant to the provisions of Section 22(aParagraph 15(a), who will shall promptly advise the Grantee you of any such service of process. (e) The Grantee You hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 22Paragraph 15, except that the Grantee you may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes You recognize and agrees agree that prior to the grant of this Award the Grantee has you have no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee you expressly waives waive any right to contest the amount of this Award, terms of this Award Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company AIG or the Board, or any amendment to the Plan or this Award Agreement (other than an amendment to which the Grantee’s your consent is expressly required by Section 13 or Section 14 of the PlanParagraph 13) and the Grantee you expressly waives waive any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment your Employment with the Company (or any Subsidiary or Affiliate)Company.

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Granteeyou, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Award Agreement, will shall be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “"NYSE”") or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “"AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution") in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section Paragraph is subject to the provisions of Sections 22(bParagraphs 15(b) and (c) below. (b) THE COMPANY AND THE GRANTEE YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(aPARAGRAPH 15(a) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee you acknowledge that the forum designated by this Section 22(bParagraph 15(b) has a reasonable relation to the Plan, this Award Agreement, and to the Grantee’s your relationship with the Company. Notwithstanding the foregoing, nothing herein will shall preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 15. (c) The agreement by the Grantee you and the Company as to forum is independent of the law that may be applied in the action, and the Grantee you and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee You and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee you or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(bParagraph 15(b). The Grantee You and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Award Agreement in any forum other than a forum described in this Section 22Paragraph 15. The Grantee You and (subject to the last sentence of Paragraph 15(b)) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will shall be conclusive and binding upon the Grantee you and the Company. (d) The Grantee You irrevocably appoints appoint the Secretary of the Company TRH as the Grantee’s your agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Award Agreement which is not arbitrated pursuant to the provisions of Section 22(aParagraph 15(a), who will shall promptly advise the Grantee you of any such service of process. (e) The Grantee You hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 22Paragraph 15, except that the Grantee you may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes You recognize and agrees agree that prior to the grant of this Award the Grantee has you have no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee you expressly waives waive any right to contest the amount of this Award, terms of this Award Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company TRH or the Board, or any amendment to the Plan or this Award Agreement (other than an amendment to which the Grantee’s your consent is expressly required by Section 13 or Section 14 of the PlanParagraph 13) and the Grantee you expressly waives waive any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment your Employment with the Company (or any Subsidiary or Affiliate)Company.

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Grantee, arising out of or relating to or concerning the Plan or this Agreement (including any Annex), will be finally settled by arbitration in New York, New York, York (United States of America (or, if the Grantee is a non-United States resident, in London, EnglandAmerica) before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section is subject to the provisions of Sections 22(b21(b) and (c) below. (b) THE COMPANY AND THE GRANTEE HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(a21(a) OF THIS AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee acknowledge that the forum designated by this Section 22(b21(b) has a reasonable relation to the Plan, this Agreement, and to the Grantee’s relationship with the Company. Notwithstanding the foregoing, nothing herein will preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 21. (c) The agreement by the Grantee and the Company as to forum is independent of the law that may be applied in the action, and the Grantee and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(b21(b). The Grantee and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Agreement in any forum other than a forum described in this Section 2221. The Grantee and (subject to the last sentence of Section 21(a)) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will be conclusive and binding upon the Grantee and the Company. (d) The Grantee irrevocably appoints the Secretary of the Company as the Grantee’s agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Agreement which is not arbitrated pursuant to the provisions of Section 22(a21(a), who will promptly advise the Grantee of any such service of process. (e) The Grantee hereby agrees to keep confidential the existence of, and any information concerning, a dispute described in this Section 2221, except that the Grantee may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) and its Subsidiaries to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes and agrees that prior to the grant of this Award the Grantee has no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee expressly waives any right to contest the amount of this Award, terms of this Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company or the Board, or any amendment to the Plan or this Agreement (other than an amendment to which the Grantee’s consent is expressly required by Section 13 or Section 14 of the Plan) and the Grantee expressly waives any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment with the Company (or any Subsidiary or Affiliate)Company.

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company Firm and the Granteeyou, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Award Agreement, will shall be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the matter is otherwise is not arbitrable by it), the American Arbitration Association (the “AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section paragraph is subject to the provisions of Sections 22(bclauses (b) and (c) below. (b) THE COMPANY FIRM AND THE GRANTEE YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(aPARAGRAPH 15(a) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company Firm and the Grantee you acknowledge that the forum designated by this Section 22(bParagraph 15(b) has a reasonable relation to the Plan, this Award Agreement, and to the Grantee’s your relationship with the CompanyFirm. Notwithstanding the foregoing, nothing herein will shall preclude the Company Firm from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 15. (c) The agreement by the Grantee you and the Company Firm as to forum is independent of the law that may be applied in the action, and the Grantee you and the Company Firm agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee You and the Company Firm hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee you or the Company Firm now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(bParagraph 15(b). The Grantee You and the Company Firm undertake not to commence any action, suit or proceeding action arising out of or relating to or concerning this Award Agreement in any forum other than a forum described in this Section 22Paragraph 15. The Grantee You and the Company Firm agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will shall be conclusive and binding upon the Grantee you and the CompanyFirm. (d) The Grantee You irrevocably appoints appoint the Secretary General Counsel of the Company GS Inc. as the Grantee’s your agent for service of process in connection with any action, suit action or proceeding arising out of or relating to or concerning this Award Agreement which is not arbitrated pursuant to the provisions of Section 22(aParagraph 15(a), who will shall promptly advise the Grantee you of any such service of process. (e) The Grantee You hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 22Paragraph 15, except that the Grantee you may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes You recognize and agrees agree that prior to the grant of this Award the Grantee has you have no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee you expressly waives waive any right to contest the amount of this Award, terms of this Award Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company GS Inc. or the Board, or any amendment to the Plan or this Award Agreement (other than an amendment to which the Grantee’s your consent is expressly required by Section 13 or Section 14 of the PlanParagraph 14) and the Grantee you expressly waives waive any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment your Employment with the Company (or any Subsidiary or Affiliate)Firm.

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company Firm and the Granteeyou, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Award Agreement, will shall be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “"NYSE”") or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it)matter, the American Arbitration Association (the “"AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution") in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section paragraph is subject to the provisions of Sections 22(bclauses (b) and (c) below. (b) THE COMPANY FIRM AND THE GRANTEE YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(aPARAGRAPH 15(a) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company Firm and the Grantee you acknowledge that the forum designated by this Section 22(bParagraph 15(b) has a reasonable relation to the Plan, this Award Agreement, and to the Grantee’s your relationship with the CompanyFirm. Notwithstanding the foregoing, nothing herein will shall preclude the Company Firm from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 15. (c) The agreement by the Grantee you and the Company Firm as to forum is independent of the law that may be applied in the action, and the Grantee you and the Company Firm agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee You and the Company Firm hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee you or the Company Firm now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(bParagraph 15(b). The Grantee You and the Company Firm undertake not to commence any action, suit or proceeding action arising out of or relating to or concerning this Award Agreement in any forum other than a forum described in this Section 22Paragraph 15. The Grantee You and the Company Firm agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will shall be conclusive and binding upon the Grantee you and the CompanyFirm. (d) The Grantee You irrevocably appoints appoint the Secretary General Counsel of the Company GS Inc. as the Grantee’s your agent for service of process in connection with any action, suit action or proceeding arising out of or relating to or concerning this Agreement which is not arbitrated pursuant to the provisions of Section 22(a), who will promptly advise the Grantee of any such service of process.concerning (e) The Grantee You hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 22Paragraph 15, except that the Grantee you may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes You recognize and agrees agree that prior to the grant of this Award the Grantee has you have no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee you expressly waives waive any right to contest the amount of this Award, terms of this Award Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company GS Inc. or the Board, or any amendment to the Plan or this Award Agreement (other than an amendment to which the Grantee’s your consent is expressly required by Section 13 or Section 14 of the Plan) and the Grantee expressly waives any claim related in any way to this Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment with the Company (or any Subsidiary or AffiliateParagraph 14).

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company Firm and the Granteeyou, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Award Agreement, will shall be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “"NYSE”") or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it)matter, the American Arbitration Association (the “"AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution") in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section paragraph is subject to the provisions of Sections 22(bclauses (b) and (c) below. (b) THE COMPANY FIRM AND THE GRANTEE YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(aPARAGRAPH 15(a) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company Firm and the Grantee you acknowledge that the forum designated by this Section 22(bParagraph 15(b) has a reasonable relation to the Plan, this Award Agreement, and to the Grantee’s your relationship with the CompanyFirm. Notwithstanding the foregoing, nothing herein will shall preclude the Company Firm from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 15. (c) The agreement by the Grantee you and the Company Firm as to forum is independent of the law that may be applied in the action, and the Grantee you and the Company Firm agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee You and the Company Firm hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee you or the Company Firm now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in (d) You irrevocably appoint the General Counsel of GS Inc. as your agent for service of process in Section 22(b). The Grantee and the Company undertake not to commence connection with any action, suit action or proceeding arising out of or relating to or concerning this Agreement in any forum other than a forum described in this Section 22. The Grantee and the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will be conclusive and binding upon the Grantee and the Company. (d) The Grantee irrevocably appoints the Secretary of the Company as the Grantee’s agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this Award Agreement which is not arbitrated pursuant to the provisions of Section 22(aParagraph 15(a), who will shall promptly advise the Grantee you of any such service of process. (e) The Grantee You hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 22Paragraph 15, except that the Grantee you may disclose information concerning such dispute to the arbitrator or court that is considering such dispute or to the Grantee’s your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes You recognize and agrees agree that prior to the grant of this Award the Grantee has you have no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee you expressly waives waive any right to contest the amount of this Award, terms of this Award Agreement, or any determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company GS Inc. or the Board, or any amendment to the Plan or this Award Agreement (other than an amendment to which the Grantee’s your consent is expressly required by Section 13 or Section 14 of the Plan) and the Grantee expressly waives any claim related in any way to this Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment with the Company (or any Subsidiary or AffiliateParagraph 14).

Arbitration; Choice of Forum. (a) Any dispute, controversy or claim between the Company and the Granteeyou, arising out of or relating to or concerning the Plan or this Agreement (including any Annex)Award Agreement, will shall be finally settled by arbitration in New York, New York, United States of America (or, if the Grantee is a non-United States resident, in London, England) York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration Association (the “AAA”) (or, if the Grantee is a non-United States resident, the International Centre for Dispute Resolution) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee you must first be submitted to the Committee in accordance with claims procedures determined by the Committee. This Section paragraph is subject to the provisions of Sections 22(bParagraphs 11(b) and (c) below. (b) THE COMPANY AND THE GRANTEE YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 22(aPARAGRAPH 11(a) OF THIS AWARD AGREEMENT. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The Company and the Grantee you acknowledge that the forum designated by this Section 22(bParagraph 11(b) has a reasonable relation to the Plan, this Award Agreement, and to the Grantee’s your relationship with the Company. Notwithstanding the foregoing, nothing herein will shall preclude the Company from bringing any action action, suit or proceeding in any other court for the purpose of enforcing the provisions of this Section 22Paragraph 11. (c) The agreement by the Grantee you and the Company as to forum is independent of the law that may be applied in the action, suit or proceeding, and the Grantee you and the Company agree to such forum even if the forum may under applicable law choose to apply non-forum law. The Grantee You and the Company hereby waive, to the fullest extent permitted by applicable law, any objection which the Grantee you or the Company now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 22(bParagraph 11(b). The Grantee You and the Company undertake not to commence any action, suit or proceeding arising out of or relating to or concerning this Award Agreement in any forum other than a forum described in this Section 22Paragraph 11. The Grantee You and (subject to the last sentence of Paragraph 11(b)) the Company agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will shall be conclusive and binding upon the Grantee you and the Company. (d) The Grantee You irrevocably appoints appoint the Secretary of the Company AIG as the Grantee’s your agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning this the Award Agreement which is not arbitrated pursuant to the provisions of Section 22(aParagraph 11(a), who will shall promptly advise the Grantee you of any such service of process. (e) The Grantee You hereby agrees agree to keep confidential the existence of, and any information concerning, a dispute described in this Section 22Award Agreement and any dispute, controversy or claim relating to this Award Agreement, except that the Grantee you may disclose information concerning such dispute or claim to the arbitrator or court that is considering such dispute or to the Grantee’s your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute), or as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law). Nothing in this Agreement prohibits the Grantee from providing truthful testimony concerning the Company (or any Subsidiary or Affiliate) to governmental, regulatory or self-regulatory authorities. (f) The Grantee recognizes You recognize and agrees agree that prior to the grant of this Award the Grantee has you have no right to any benefits hereunder. Accordingly, in consideration of the receipt of this Award, the Grantee you expressly waives waive any right to contest the amount of this Award, terms of this Award Agreement, or any interpretation, determination, action or omission hereunder or under the Plan made or taken in good faith by the Committee, the Company or the Board, or any amendment to the Plan or this Award Agreement (other than an amendment to which the Grantee’s consent is and you expressly required by Section 13 or Section 14 of the Plan) and the Grantee expressly waives waive any claim related in any way to this the Award including any claim based on any promissory estoppel or other theory in connection with this Award and the Grantee’s employment your Employment with the Company (or any Subsidiary or Affiliate)Company.