0000005272-17-000017 Sample Contracts

FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 23rd, 2017 • American International Group Inc • Fire, marine & casualty insurance

This FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENT, dated December 29, 2016 (this “Amendment”), is made by and between AMERICAN INTERNATIONAL GROUP, INC., a Delaware corporation (“Parent”), and ARCH CAPITAL GROUP LTD., an exempted company with limited liability registered under the laws of Bermuda (the “Acquiror”). Capitalized terms not defined herein shall have the meanings set forth in the Stock Purchase Agreement, dated as of August 15, 2016 (as amended, modified or supplemented from time to time in accordance with its terms, the “Purchase Agreement”), by and between the Parent and the Acquiror.

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AMERICAN INTERNATIONAL GROUP, INC. 2013 OMNIBUS INCENTIVE PLAN NON-EMPLOYEE DIRECTOR DEFERRED STOCK UNITS AWARD AGREEMENT
Award Agreement • February 23rd, 2017 • American International Group Inc • Fire, marine & casualty insurance • New York

This award agreement (this “Award Agreement”) sets forth the terms and conditions of an award (this “Award”) of deferred stock units (“DSUs”) in the amount and number set forth on Schedule A hereto (as amended or updated from time to time) granted to you under the American International Group, Inc. 2013 Omnibus Incentive Plan (as amended and restated from time to time, the “Plan”).

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