T000001

Gay. Bonnie (Contractor)

From: REBECCA CHRISTIE, BLOOMBERGI NEWSROOM: [rchristie4@bloomberg.net]Sent: Wednesday, March 18, 2009 1:41 PMTo: rchristie4@bloomberg.netSUbject: (BN) AIG Letter, Citi Economist

A couple of interesting stories from last night.

You're receiving this from Rebecca Christie at 8loomberg News. If you'd like to stop gettingthese emails, or if you know someone who would like to sign up, please don't hesitate tocontact me.Questions, comments and general feedback always welcome too.

Rebecca ChristieBloomberg News202 654 1273 - desk202 607 3933 - cell

Wire: BLOOMBERG News (BN) Date: 2009-03-18 03:05:07 Geithner Says 'Wind Down' of AIG MayAccelerate (Update1)

(Adds reference to restructuring in third paragraph.)

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

told leaders in Congress he will ensure taxpayers aren't footingthe bill for American International Group Inc.'s employeebonuses and indicated the firm's "wind down" may accelerate.

"We will continue our aggressive efforts to resolve thefuture status of AIG in a manner that will reduce systemic risksto our financial system while minimizing the loss totaxpayers," Geithner wrote in a letter today to House SpeakerNancy Pelosi, Senate Majority Leader Harry Reid and other toplawmakers.

"We will explore any and all responsible ways toaccelerate this wind-down process," he said, referring to therestructuring that is already taking place at the insurer.

Geithner has come under fire from Congress for presidingover AIG's payment of about $16S million in bonuses andretention pay to staff. The company received a governmentbailout package in September that has since grown to about $170billion, including as much as $30 billion in new capitalannounced on March 2.

"We will impose on AIG a contractual commitment to pay theTreasury from the operations of the company the amount ofretention rewards just paid," Geithner said in the letter. "Inaddition, we will deduct from the $30 billion in assistance anamount equal to the amount of those payments."

Retention Awards

"We are presently working with the Department of Justiceto determine what avenues are available by which we can recoup

T000145

Robertson, Terri (Contractor)

From:Sent:To:Subject:

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

I don't have eoneerns here, let me know ifyou do.

March 27, 2009

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

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

Mauro Gabriele, the president and chief executive of Banque ALG., and his deputy, JimShephard, resigned because of "shared concerns regarding their ability to conductbusiness in the current hostile environment toward Banque ALG. and A.LG. F.P.employees generally," the company said in a statement from New York, referring to ALG.Financial Products.The financial products division, based in London, helped to create the f'l's:dJJ.=-dcl<L1.Jlti1-wi:l12sthat are blamed for causing A.LG. to nearly collapse, necessitating a taxpayer rescue thatso far has led to more than $170 billion in bailout funds from the federal governmentbeing pumped into the company. News of the Banque ALG. resignations was firstreported Thursday by The Wall Street Journal.The departure of the two executives could, in theory, have prompted a default on $234billion of credit-default swaps. French regulators could have appointed provisionaladministrators to the job, a move with the potential to activate a "change of control"provision in the derivatives contracts. In practice, neither French regulators nor theAmerican government would have allowed that to happen, officials say.ALG. said it had cautioned Treasury Secretary :fimothy F. Geithner in a March 14 letter"that resignations at Banque ALG. could raise risks with respect to derivatives written outof Banque ALG., and we are in ongoing discussions with French and U.K. regulators, aswell as with the Federal Reserve Bank of New York and the U.S. Treasury Department,about this matter."The executives "are fully committed to ensure that Banque ALG. continues to operatenormally and meet its obligations in these extraordinary conditions," the ALG. statementsaid, "and, as a result, they remain in their roles and have committed to effect an orderlytransition. "

T000146

Xavier Dubois, a spokesman for the Banque de France, the central bank, declined tocomment.An A.I.G. spokeswoman, Christina PreUo, said the financial products division employeescontinue to unwind the derivatives contracts. To date, they have reduced the number oftrades outstanding by almost 40 percent, to 44,000, she said. The notional value of theoutstanding derivatives contracts had declined to $1.6 trillion at the end of December2008, from $2.1 trillion a year earlier, she said.

T000190

Robertson, Terri (Contractor)

From:Sent:To:Subject:

on my way down

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

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

For alg exec compo

T000192

Robertson. Terri (Contractor)

From:Sent:To:

Subject:

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

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

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

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

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

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

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

From: Paula Dwyer [mailto:dwyerp@nytimes.com]Sent: Thursday, March 19, 2009 5:25 PMTo: calmes@nytimes,com; edandr@nytimes.comSubject: Fwd: geithner at march 3 hearing for BONUS

T000193

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

X-Sender: winnic«(jJslntp-storc.nytimes.comX-Mailer: QUALCOMM Windows Eudora Version 6.1.1.1Date: Thu, 19 Mar 200917:21:44 -0400To: dwyerp«(j)nvtimcs.eomFrom: "Winnie O'Kelley" <wjlmi.e@!)YJ.i!ne§~(;.mn>

Subject: Fwd: geitlmer at march 3 hearing for BONUSX-NYT-MH-Anti-Virus-Result: Clean

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

Congressman Crowley:

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

T000002

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

called criticism of him "unjustified.""As long as he is there, we will work with him on measures

to wind down AIG in an orderly way and protect the Americantaxpayer," Geithner said.

The Treasury secretary said the government is trying to getback some of the bonus money. AIG said it was contractuallyobligated to payout the money, and Geithner said in his letterthat the Treasury's lawyers agreed that "it would be legallydifficult" to stop the payments.

For Related News and Information:Credit crunch page: WWCC <GO>Government relief programs: GGRP <GO>Winners, Losers in TARP: BTCPP <Index> MRR4 <GO>u.s. Economic Forecasts: ECFC <GO>AIG timeline for year before bailout: NSN K7BR9V0YHQ0X <GO>

--Editors: David Tweed, Robin Meszoly

To contact the reporters on this story:Brendan Murray in Washington, at +1-202-624-1804, orbrmurray@bloomberg.net

To contact the editor responsible for this story:Chris Anstey at +1-202-624-1972 orcanstey@bloomberg.net

[TAGINFO]

AIG US <Equity> CN

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

T000233

Mcnulty, Amy

From:Sent:To:Subject:

Yep.

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

From: Tae, MichaelTo: Lambright, JamesCc: Hsu, MichaelSent: Wed Mar 18 13:54:55 2009Subject:Not sure if you are watching the testimony, but it came out that the fed has known about the AiG bonus payments sincelast fall.

T000235

Mcnulty, Amy

From:Sent:To:Subject:

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

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

4,763 to 1. But we got 1!

-MSK

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

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

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

It doesn't seem fair.

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

Everyone from ,Er-f.m"d~]]lo.hiJ.lllJI down seems outraged by this. The presidentsuggested on Monday that we just tear up those bonus contracts. He told the Treasurysecretary, :rhnothy F. Geil1mer, to use every legal means to recoup taxpayers' money.Hard to argue there.

T000236

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

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

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

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

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

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

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

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

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

T000237

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

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

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

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

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

Let them leave, you say. Where would they go, given the troubles in the financialindustry? But the fact is, the real moneymakers in finance always have a place to go.You can bet that someone would scoop up the talent from A.I.G. and, quite possibly,put it to work - against taxpayers' interests.

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

Of course, if taxpayers had not bailed out A.I.G., these contracts would not be worthanything. Andrew M. Cuomo, the attorney general of New York, made the point onMonday, when he subpoenaed A.I.G. for the names of the people who received thebonuses. IfA.I.G. had spiraled into bankruptcy, its employees would have had to get inline with other unsecured creditors.

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

T000238

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

SENSITIVE / PRE-DECISIONAL

Matthew KabakerDomestic Finance2026221677

Mcnulty. Amy

From:Sent:To:Subject:

James.Hennessy@ny.frb.orgMonday, March 16, 20092:56 PMHsu, Michael; Sarah.Dahlgreti@ny.frb.orgRe:

Will send down a no-names list which shows the individual payments and location later today. The list is beingupdated.

FrlJm: Michael.HsuSent: 03/16/2009 02:51 PMAST .TlJ: James Hennessy; Sarah DahlgrenSubject: RE:

Thanks. I think we have that list, but we'll take whatever Is current.

from: James.Hennessy@ny.frb.org.[mal1to:JamEjs.Hennessy@ny.frb.org]Sent: Monday, March 16, 2099 2:49 PfI1TO: Hsu, Michael; Sarah.Dal1lgren@ny.frb.orgSubject: Re:

Mike, lshouldadd that there is a listing ofindividuaLamounls without names that the cOUlpany is hand-delivering to llamey Pranktomorrow. When that is in final form later today I can send it to you.

From: James :HennessySent: 03116/200902:43 PM EDTTo: "Michael Hsu" <MichaeJ.Hs\t@do.treas.gov>;SarahDahlgrenSubje¢t: Re:

No. We don't have the names. Thet. is a breakdown by locatiotl which we can dig IIp and send you.

Apartfroro g~neral plivacycon~~derations,you:iih()\lM know that t4ereareblogs~etc.)that ~re ur~ing retribution,-againstFP employeesand. the ~o1iijSbeCOmjl1g very conce.med for th13ir personal security. That's another reason why the names should not bepublicized. is negotiating with Cuomo .over all this. .

(b) (6)

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

Can you selid us the nameS ofthe individuals (and locations) getting the retentioli payments?

T000258

Thanks.

T000259

Mcnulty. Amy

From:Sent:To:Subject:

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

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

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

More.

From: James.Hennessy@nyJrb.orgTo: James.Hennessy@nyJrb.orgCc: Calvin.Mitchell@ny.frb.org ; ethan.james@dpw.com ; Hsu, Michael; Smith, Michelle A,.; Sarah.Dahlgren@ny.frb.org ;stephen.albreacht@do.treas.gov ; Deborah.Kilroe@nyJrb.orgSent: Tue Mar 17 14:18:05 2009Subject: Re:

One other item:year.

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

(b) (6)

James HennessyfNYfFRS

03/17/200901:39 PM

Mike,

To .M.i!<.I.lli~..§Y@gg.Jrgg§.,.9..Q.~, .§.tephen.aIQLeachf@doJreas,gov

cc ethanJames@dpw.com, Sarah Dahlgren/NYIFRS@FRS, Michelle ASmilhI80ARD/FRS@BOARD, Calvin Mitchel1/NYfFRS@FRS

Subject Re:Link

T000262

From: Huebner, Marshall S. [mailto:marshall.huebner@dpw.com]Sent: Thursday, November 20, 20089:29 PMTo: Albrecht, StephenSubject: [WARNING: MESSAGE ENCRYPTED] Fw: Compensation Proposal -- Confidential

Here it is, Password isBm

Mlchael.Hsu@do.treas.gov

03117/200901:21 PM

Anything since then?

(b) (5)

To Sarah.Dahlgren@nY.frboro

cc e!han.james@dpw.com, James.Hennessy@nyJrboro

Subject Re:

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

From: Sarah.Dahlgren@nyJrb.orgTo: Hsu, MichaelCc: ethan.james@dpw.com ; James.Hennessy@nyJrb.orgSent: Tue Mar 17 13:19:372009Subject: Re:

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

'/< '/< * 1< '/< '/< '" * * '" * * *' *Sarah DahlgrenSenior Vice PresidentFederal Reserve Bank of New York212-720-7537 (work)~ (blackberry)

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

Michael.Hsu«rJdo.treas.gov

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

T000263

ccSUbject

Ifyou have it, we need a list of all ofthe payment reductions that occurred as a result ofusg (nyfed, dpw) actions. Asap, pIs.

T000264

Mcnulty. Amy

From:Sent:To:Subject:

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

(b) (5)

From: Sarah,Dahlgren@ny.frb.orgTo: Hsu, MichaelCe: ethan.james@dpw.com ; James.Hennessy@ny.frb.org ; calvin.Mitehell@ny.frb.orgSent: Tue Mar 17 13:35:032009Subject: Re:

(b) (5)

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

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

Michael.Hsu@do.tre-as.gov

03117/200901:26 PM

• • •

To Sarah.Dahlgren@nyfrb.org

cc ethanJames@dpw.com,James.Hennessy@ny.frbora

Subject Re:

(b) (5)

From: Sarah.Dahlgren@ny.frb.orgTo: Hsu, MichaelCe: ethan.james@dpw.com ; James.Hennessy@ny.frb.orgSent: Tue Mar 17 13:19:372009Subject: Re:

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

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

Sarah Dahlgren

T000265

Senior Vice PresidentFederal Reserve Bank of New York212·720·7537 (work)...(blackberry)

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

Mlchael.Hsu@do.treas.gov

03117/200901:09 PMTo James,Hennessy@nyJrb.org, Sarah.Oahlgren@ny.frb.org.&t!ban lames@dpw.com

ccSUbject

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

T000266

Mcnulty. Amy

From:Sent:To:Cc:Subject:

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

Sarah.Dahlgren@ny.frb.orgTuesday, March 17, 20091:35 PMHsu, Michaelethan.james@dpw.com; James.Hennessy@ny.frb.org; Calvin.Mitchell@ny.frb.orgRe:

(0) (5)

* * '" '" '"

* * *

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

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

Michael.Hsu@do.treas.qov

03/17/200901:26 PM

To Sarah.Dahlgren@nYfrhow

cc elhan.iameS@dpw.cQm, ,James.HennessY@nyJrbora

Subject Re:

(b) (6)

(0) (5)----~---------_...----"._.,,-...._-

From: Sarah.Dahlgren@ny.frb.orgTo: Hsu, MichaelCc: ethan.james@dpw.com ; James.Hennessy@ny.frb.orgSent: Tue Mar 17 13:19:372009Subject: Re:

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

**"''''''''''''' "''''*''''''''''''Sarah DahlgrenSenior Vice PresidentFederal Reserve Bank of New York212-720-7537 (work)

(blackberry)

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

---_._-,,--

T000267

MichaeI.Hsu@do.treas.gov

03/17/200901:09 PMTo James.Hennessy@ny-frb.Qrq, Sarah.Dahlgren@nyfib,ora, ethanJalnes@dPWcom

ccSUbject

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

T000268

Mcnulty. Amy

From:Sent:To:SUbJect:

(b) (5)

Mlchae1.Alix@ny.frb.orgTuesday, March 17, 2009 1:27 PMHsu, MichaelRe:

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

T000269

Mcnulty. Amy

From:Sent:To:Cc:Subject:

Sarah.Dahlgren@ny.frb.orgTuesday, March 17,20091 :20 PMHsu, Michaele.than.james@dpw.com; James.Hennessy@ny.frb.orgRe:

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

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

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

MlchaeI.Hsu@do.treas.gov To James,Hfmnessy@ny.frb.org, Sarah.Dahlgren@ny.frb.org, ethan-iames@dow.com

03/171200901:09 PMcc

SUbject

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

T000270

Mcnulty. Amy

From:Sent:To:Subject:

James. Hennessy@ny.frb.orgMonday, March 16, 2009 2:49 PMHsu, Michael; Sarah.Dahlgren@ny.frb.orgRe:

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

------._._------------.-_.------From: James HennessySent: 03/16/2009 02:43 PM EDTTo: "Michael Hsu" <MichaeI.Hsu@do.treas.gov>; Sarah DahlgrenSubject: Re:

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

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

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

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

Thanks.

T00027I

Mcnulty. Amy

From:Sent:To:SUbject:

James.Hennessy@ny.frb.orgMonday, March 16, 20092:43 PMHsu, Michael; Sarah.Dahlgren@ny.frb.orgRe:

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

Apart from general privacy considerations, you should know that there are blogs, etc., that are urging retribution against FP employeesand ihecol~s becoming very concerned for their personal security. That's another reason why the names should not bepublicized._is negotiating with Cuomo over all this. .

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

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

Thanks.

T000272

Mcnulty. Amy

From:Sent:To:Subject:

Perfect thanks

James.Hennessy@nyJrb.orgFriday, March 13,2009 1:53 PMAlprecht, StephenRe:

Fro",: Stephen.AlbrechtSent: 03/13/200901 :50 PM ASTTo:·James .. HennessySubject: RE:

-----~---------------..,,-_ ..---------~From: James.Hennessy@ny.frb.org [mailto:James.HehnessY@ny.ftb.drg]Sent: Friday, March 13, 2009 1:44 PMTo:Albfecht, StephenSUbjeCt: Re:

(b) (5)

(b) (5)

From: Stephen.AlbrechtSent: 03/1312009 01 :30 PM ASTTo: James HennessySubject: Re:

(b) (5)

---_.__.._-From: James.Hennessy@nyJrb.orgTo: Albrecht, StephenSent: Fti Mar 13!1:30:35 2009Subject:

(b) (5)

T000273

Mcnulty. Amy

From:Sent:To:Subject:

Albrecht, StephenFriday, March 13, 20091:51 PM'James,Hennessy@ny.frb.org'RE:

(b) (5)

From: James.Hennessy@ny.frb.org [mailto:James.Hennessy@ny.frb.org]Sent: Friday, March 13, 2009 1:44 PMTo: Albrecht, StephenSubject: Re:

(b) (5)

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

(b) (5)

From: James.Hennessy@nyJrb.orgTo: Albrecht, StephenSent: Frl Mar 13 11:30:35 2009Subject:

(b) (5) ,

T000274

Mcnulty. Amy

From:Sent:To:Subject:

James.Hennessy@ny.frb.orgFriday, March 13, 2009 1:44 PMAlbrecht, StephenRe:

(b) (5)

From: Stephen.AlbrechtSent: 03113/2009 01:30 PM ASTTo: James HennessySnbjee!: Re:

(b) (5)

From: James.Hennessy@ny.frb.orgTo: 'Albrecht, StephenSent: Frl Mar 13 11:30:352009Subject:

(b) (5)

T000275

Mcnulty. Amy

From:Sent:To:Subject:

Albrecht, StephenFriday, March 13,20091:31 PM'James.Hennessy@ny.frb.org'Re:

(b) (5)

From: James.Hennessy@nyJrb.orgTo: Albrecht, StephenSent: Fri Mar 13 11:30:352009Subject:

(b) (5)

T000276

Mcnulty. Amy

From:Sent:To:

James.Hennessy@ny.frb.orgFriday, March 13, 200911:31 AMAlbrecht, Stephen

(b) (5)

T000277

Mcnulty. Amy

From:Sent:To:Subject:

James.Hennessy@ny.frb.orgFriday, March 13, 2009 10:00 AMAlbrecht, StephenRe:

(b) (5)

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

-----original Message-----From: James.Hennessy@ny.frb.org [mailto:James.Hennessy@ny.frb.org]Sent: Friday, March 13, 2009 8:49 AMTo: Albrecht, StephenSubject:

(b) (5)

T000278

Mcnulty, Amy

From:Sent:To:Subject:

Albrecht, StephenFriday, March 13, 2009 9:55 AM'James.Hennessy@ny.frb.org'RE:

-----Original Messag~-----

From: 'James.Hennessy@ny.frb.org [mailto:James.Hennessy@ny.frb.org]Sent: Friday, March 13, 2009 8:49 AMTo: Albrecht, StephenSubject:

. (b) (5)

T000279

Mcnulty. Amy

From:Sent:To:Subject:

Morse, DuaneMonday, March 02, 2009 10:39 AMWolftelch, Paul; Ferlazzo, 'RonaldRE: U.S. Treasury and Federal Reserve Board Announce Participation in AIG RestructuringPlan

(b) (5)

Duane D. MorseChiefCounsel - Office of Fillalleial StabilityDepartment of the Treasury202-622-1192Duane.Morse@do.treas.gov

From: Wolfteich, PaulSent: Monday, March 02, 2009 10:32 AMTo: Morse, Duane; Ferlazzo, RonaldSUbject: FW: U.S. Treasury and Federal Reserve Board Announce Participation In AIG Restructuring Plan

(b) (5)

Paul

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

(b) (5)

From: U.S. Department of the Treasury [mailto:subscriptions@subscriptions.treas.govjSent: Monday, March 02, 2009 6:04 AMTo: neil.barofsky@gmail.comSUbject: U.S. Treasury and Federal Reserve Board Announce Participation in AIG Restructuring Plan

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

To view or print the PDF content on this page, download /he free Adobe® Acrobat® Readet®.

March 2, 2009tg44

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

Washington, DC - The U.S. Treasury Department and lhe Federal Reserve Board today announced a restructuring of thegovernment's assistance to AIG in order to stabilize this systemically important company in a manner that best protects the US

T000280

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

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

As significantly, the restructuring components of the government's assistance begin to separate the major non~core businesses of AIG,. as well as strengthen the company's finances. The long-Ierm solution for Ihe company, ils cuslomers, Ihe U.S.laxpayer, and thefinancial system is the orderly restructuring and refocusing of the firm. This wllt take time and ppssibly further government support, ifmarkets do not stabilize and iinprove.~

"i,'eR !he syste"'iG risk AIG sORti"«es to ~ose aAd !he fragmty of ",a",els leclay, the ~oteAtial GOS! to the eGene",," aAd the taxpayer ofgo-:eFnmeAt inastion wOHI~ l3e e)ctr:emely hi§FI- AIG I3Fo'lides Ins1:lFaRse J3Foteetion ta more tAaFl100,OQO entitles, inslClaiR§" smallIousinesses, ",uAisl~alilies, 4G1 (k)-plans, aAd Fortune eGG Go",~aAIes '.'.'ho 10gelhe<-em~ley ever 1GG ",illien A",e,IGaAs. AIG has 0_aG mUlieR l3e1icyAelaers in tAO U.S, ane is a majsF ssl:lfGe-Of fCtiremcnt insuFOAso fer, OmeA§" others, lenORaH;' ane nGR--f*9HtoFganlzrnlsns. The sElmpoAY also is a signlHsant e8untoFp'8!W fa a RYmber of majer financial institutions.

AIG o~e"'les IA eve' 13G eeunlries ,,41h ever 4GG regulale,s aA~ Ihe eo",~aAY aA~ lis ,egulated aAd u",egulaled subsiGiartes-aresubject te veri aiffeFent rosolutien frame¥,'efks eGress their braaGl an(:/ diverse Q~ ORations vAtReYf- an everarchingr~nmechaAls"'. WilhiA Ihe e~tioAs availa.le, Ihe ,estRlelu'ing ~laA ofte's a ",«IU ~art a~~fOaGh wl1I6l1lortAgs fu,wa,d Ihe «Iti",ate,esolulioA efthe .0m"aAl" has reseived s.~"ert from key slal,eholders aR~ the rating ageAGies, aAd ~",\';ses !he best ~essib'e13Feteetion for to)!payeFs in cennestisA 'Nith this eemmltmcAt af reSS1:lFSCS.

:rhe sle~s anAe«noed-toSay ~rovide laAgilole evideAGe of Ihe U.". §GVefRffieAfs .efA",it",eAllo the er<Jerly restructuriAg ef AIG"""",time in tRc face of Gorninl:liA§l market Elislscatiens anE! eGone~lic deterieFatieA. Orderly rostrl:lct1:lfln9 is essential tel /\IG's repayment sfthe slotf3pert it l:1as FCceivee from U.s. tanflayers ana ts preserving flnaneial stability. The U,g. gevcmment is eOFAFRitteEi ta GQAtinl::lffig-tGwsrk with AIG t9 maiffiaiR-ils ability fa meet-its el3li§latiaRs as they safflo El1::l0.

~l3lis O\VAeFsl:lip af HRende! lnBlitbltiaAS4s-AGt-a-polisy gaal SR,"" fa the CHieF'll [3l:1blie..ewncFShip is aR 81:;ltsemeGf-+reasfifj' aaRGAS, as it Aas eectl 'Nith lUG, it wUl '/lark te replaGc gaveFRmeflt reSS!:lFGOS with tRess ft:effi f.l:te prl'Jate sester ts Sfeate ameFe fesl::Ises, festfbistl::IfcEl BREI viaele easAGmiG entit~f as FapMly as FlGssil3le. TAle r8strl::lGturing is aiFfleEf at aaseleFating this flFSSCSS.Key sle~s of the ,esl,uct",IAg ~laA IAoJu<ie;

+flo u.e. TFcas\:;JF)' vAil o::sf:laAgo its O)<istiFlf3 $40 blllicm sUFRl::Ilative I3crflet6lal j3FCferfcd shares fer Flew fJFeFerrea chafes 'AlitI':! revisedte,,,,s IAat ",e,e Glosely ,ese",lole eafA",eA e~uily aAd I~us I",~,ove the ~ualily of AIG's e~uity aAS its flnanGlalleverage. :r~e newle,,,,s will ~fOvise fur-AGA su",ulallve ElMdeA<ls and Ii",it AIG's ability 10 redeo", Ihe ~refe,reEl sloGk e"Gept ,.,4Ih Ihe ~roeeeds frenHhe_Ge ef e~uily Ga~ilal.

e~Yity Capital CefAmltmerlt

The :rreasuFY Oepart",eR! will-Greale a new e~uily Ga~llal faGility, wAish allow5 AIG 10 draw ~ewA u~ to $3G Ioillion as neeEled eve' li",e~aj:'j!jJe"R:lF RBA sl::lFA6Ilati'Jc l3FE!feFrea stosl< to tAo U g Treasl::IT)'. TAts-faeility 'Nill furtAer B1Fo-Rgthcn f\!G's s3fJitalleve!s andimpF8ve its IcveFage-:-

Federal Rose,,'e RovelviAg C,odit F-aGility-

The-F-eSeral Reserve will take severa~te-the $6G billien Revelving CreElil FaGilily fu' AI" establisheEl loy IAe Fe~eral

ReseRie Bank of New-Yerk-(-N€w Yerk Fed) iA ""1*0"'100', 2GGg, Ie further the gaals ElesGriloed abeve.,

~C'e~it Fasilily -Nill be redueed in e.ehange-fer ~,efurres inleresl&4n-w,'o s~esial ~u,~ese-vehl<;/es e,eateElle holS-<>!k>fIhe-oolstaR<ling GO",,,,eA sleek ef AmerieaA Lifu l_r-aRee Ce",~aAY(AliCOj aA<!-AfRe,iean Internalienal ,~ssuranee Co",~any 1IE1.0".1/\), twa lifu ins«fOAGe helding GO",~aRY s«losiGlaries efAIG. AIG ,'All retain eeAlrel efAlICOa~_e-N-.¥e'kFeEl ,,,,Iiha"e eertain go"ernaAGe rights jg ~fOleGI ils iAleresls. :r~e valualieA-fer-!lle Hew Yerk Fe~'s ~refurreEl-s!9Gk-1nler€Sls,whlGh ",ay Ioe u~

10 a~pr",d"'alely $2. Ioillion. will be a ~ereeAtage efthe fai' ",arka"""l.e of ALICO anEl AlA .aseEl en vallJatieRs aGGeI'taloie to Ihe NewYerl, FeEl.

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

T000281

TAe New y"Fk Fea is ..IlAoFi;,ea Ie "'ake Ae'll leaAs "AaeF sestieA 1J(3)-<>I-lAe-FeaeFal ReseFYe-ABl-of"p to aA a~~Fe~ate ame"_appFo><imately $8,_ eillieA te spesial p"FpeSe veAIsles (SPVs) estaelisAea By ae",estis life iAS"FaASe s"bslalaries of-A1G. TAe SPVs""o"la repay tAe 10aAs !Fe", tAe Aet sasA flows tAey Feseive from aesi~Aatea blosks of e),istiA~ life iRS"FaASepoli~y tAe ~aFeAt

~se so",paAies. TAe p,oseeas eI tAe ~lew Yorl' Fea 10aAs wo"la pay aO'lln eA eQ"ivaleAt a",e"At of e_aAaiR!J-<le9t "AaeF tAeRev<>lviAg GFeeit Fasmt}'. TAe a",e"AtsleRt, tAe s;;,e oftAe AaiFS"ts tal,eA ey tAe NewYerk Fea, aA<HIlIlef.teFms oftAe leaAs would-l>e4etenninea easea eA ..",I"atioAs asseptaele to tAe New YeFI, Fea.

ResbsWRAfj ofOilier Terms

Nte, tAe traAsaslieAs aessFieea aeove, tAe tetal amO"At availaele "Aolef..tAe.F-aemt}' will be ,ea"sea lrel1M$@O eillieA to Ae less tAaR $2_billieA. IA aaaitioA, tAe IAterest rate eR tAe Fasmt}', wRisA is tA,ee meAtA lIBOR pl"s JOO basis peiAts, will ee ",oamea By remeviA~ tAe""istiA~ floo' (3._ pe,seAt) OA tAe bl!lOR ,ate. TAe Fasmly will sOAtiA"e Ie be ses"rea ey a lieA OA a s"estaRtial pertioA-ef.A1G'sas~he-lJ"siAeS"eS AIG plan" 10 retaiA. The other male,;al te,,,," of IAe Fasility FemaiA "AshaA§ea~

As reQ~irea ey tAe sreait-a~;ee",eAt ~ove~evol\'iAg G,eait Fasility, AIG Ras a~,eea to iss"e OR MaFsA 4, 2009, shares of""A'Jertibie p,efeFre<l-stesk ,ep,eseAtIAg -aA-app,o)(i"'alely 77.9% equity-iAte,est iA AIG to aA iAaepeAaent t,"st fu' tAe sale eeAem ef tAeUAiteEf States TreasbiPj.

AlG-ffiust ee iR 6sfflJ'!liaAse 'NitA the m~Gytive GSffipoAs3tioo-and cerp8mte gsvomoflSC FequircmcAts sf geGtiOA 111 of fr-le EmergcAsyEo.cRamls Stabiliz:atiaA AGtl iAGII;/~iAg the most strinEiont limitatiens SA ex€Gl::ffive sempcAsatlofl as rOEJuireEi HAser tRo Rowest_a",eAts to the E"'er§eAay EsoAo",is Stabilizatioe As!. AaallioAally, AIG m "st GeAliA"e to ",aiAtaie aAa eAfu,se Aewly aao~tea

restrletioRs flU! in f3lase ey tAo ROW maA8ijOFROAt sA sOFf:1er:ate mq;lCRses 8R€lleseyin§ as well as carl3erate §jevernanec rCE'jtllrcmeAts.

-REPORTS

• AIG TOFfFl ~H=teet

TRis e maill:lf3sate was §lonerateel otltomatisally based en your suesGrij3tisn prefercnses. game l.:ndletins may beJeng to more tRafHffieIe""""'S<JIljA~ iA a"plisale messa~es.

Yaw GaR sf:laAge YS\;:lF Sl:l13SGFif3tions, passy.'ord aF e r:na»-aeElress, or I:lAsu13seriee at aAy time fram y€/ur Subst':'irUmr Preferonscs~ !::ISlA€! yeur email eElGrass ta IG§-iFh

MF qblostlsA&-eF problems with-trns su13seFifltion serviss. email 5I:JppoFt@G!QvelelivclY.Goffi.

TAis se"'ise is woviaea to yelf-al-RG-£harge by the U.s. DeGartmeAt of tAe Treas",,!,.

T000282

Mcnulty. Amy

From:Sent:To:SUbJect:

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

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

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

(b) (5)

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

(b) (5)

From: Barofsky, NeilSent: Monday, March 02, 2009 10:26 AMTo: Wolftelch, PaulCe: puvalowski, KevInSubject: FW: U.S. Treasury and Federal Reserve Board Announce Particlpation in AIG Restructuring Plan

(b) (5)

From: U.S. Department of the Treasury [mailto:subscrlptions@subscriptions.treas.gov]Sent: Monday, March 02, 2009 6:04 AMTo: neil.barofsky@gmail.comSUbject: U.S. Treasury and Federal Reserve Board Announce Participation in AIG Restructuring Plan

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

To view orprint the PDF content on this page, download the free Adobe® Acrobat® Reader®.

March 2, 2009\g44

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

T000283

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

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

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

GiveR the systemis Fisl, AIG seAtlA"eS te pose aAa the tra~lIity ef ",a,kels teaay, Ihe peteAllal sest te the eGeAe",y aAa tRe lallpayeHlf~eFR",eAt IAaslieR we"la "e Oldremely RI~~-j'>FG\Iide&lns"raASe preteGlien Ie mere tRaA 199,999 eAtilies, Inel"aIA~ small""SlAeSSes, m"AlGij>a1itles, 491 (kJ plans, aAd Fert"ne 099 sempaAles woo tegelher empley ever 190 millieA A",erisaAs, AIG Ras ever~n pellsyl:'lelaofS in the U.S, aAEl is a majer SGf;lFSO af retiFCment iASlMaASO fer, amoRg etl:lcro, teasl:lers ane nOR profiteF€loniz:atioRS. TAe SSIT1p'an)' else is a Si§AiH6af1t-{;elIRteFf.lart)'~mber sf major tiAansiaJ institl;JtioA&

AJ.G--epCFates iA ever 139 Gountf-ies '.vitA ever 400 r:cgl:Jlaters aA4#le sSRlf,laAy-and its FC§1:I1atee ans unfegl::llateG subsieiarics aresHsjeGt te very different reselutiQA fratfloworks aGress tf:1oir Iarend aRa efiverse e!3 omOOAs-witMHt-afHWefarchiA€I resEllutieA",eshaAism, 'PAIRiR the epllaAs availaWe, IRa reslf"sMiAg plaA effers a m"lti pafl-aWreaGR whisR "r~rwar<l-tRe-Wtimate,eselyliaA of tRe .ampany, Ras reseiveEl s"ppart frem key slakeh_d-tRe raliAg ageAsle&;-afl4-j;>ravides tRe-beel-pessil>le~en fer taxpaycm iR e8ARestleR 'A~tJ:! iRis commitmoAt af FeSOloJrGef;-.,

TAO StOfl6 aAflGt:trtsoS teEiay-pro\fiEle wAg-iaie eviEfcAso sft~e U.g. €IElVOrAffieRtts s8mmitmoAt 19 the eF€lerly-restNGtl:lFiAg sf /\10 e....ertime iA tAo fase ef ssniiAUin!i! marl~e:t GJislsoatisAs aRa oGfffi()FAie GJeteFiSFatieR. OreORy rostFUGwriAg is essential 1e AIGts repaymoAt sfIRe 6Yppart il has reseived from u,s. la,,,,aye,,, aAEI t"i'~nsiaI6ta"ility, TRe U,S, gevemment-is-<aemnli~lng-W'NOrk 'NitA AIG ta malRm/n its aGility to moet its esligatisRs as tAoy Geme 61;;10.

Treasl:lry Ras stateel tRat 13ul3lie swnorsRip sf fiRaRsia! iRstittitions is Ret a I3Qlisy €leal aRa, te the eX'tent l3ul3lic GwnersAip is an autGemeof Treasury actioRs, as it has seeft with A!G,it will werl( te replace geveFflmCRt rOSOHrSQS with those ffem the ~ri'.<ate sester te Groate amore festlseEl, restruGtl,Jree and v.ia~RomiB entity as ra13idly as pessible. This restn::lGtl::lring is aimed at aeBeleratirt@ this [3FGeess.Key steps ef Ihe reslrust"ring-pian iASI"de;

~1~~iefl..Gu_tive~erpel"al preferred shares fe, Aew preferrea sRar<Js-'NiU, revisedlerms t~al me'e slasely resemble sommoA eqYlly aAd tR"S improve the qyalily ef1\1~ls4ffiansialleverage,The AeViterms 'Nill previde far ROA GI:lFAtllative diviEloR€lS SAd limit AIG's aGility te re€lccm the flFeferree stSBle except WitA the pFGGeeGs-ffeffi-tMlsswanse sf eqwity sapital.

EqYily Capital CommitmeAt

TAe Treas",,' [)e~artmeAt",ill sreale a Aev" eq"ily sapilal fasilil)', wh' needeEl ever timeiR clteFiange-fef..neR sl:lffiulati'le i9t:eferred steel< te the U.S, Treasl:lry, Tl1is laBility-Will wither s1rengtAeR AlGie Gapital!o\lcls aRsimprs'Ic its lcvcrnijc.

TAe Feaeral Reserve will take several astieAs relaliAg te Ihe $60 billien RevGlvlAg Credit Fasilily fur AIG esla"lisReEl "y tRe Fedo,alRes<m'e BaAk of New Yarl< (New YeFk-F-ea) iA Seplember, 2098, to furtRer IRe ~eals dessrl"ed a"eve,

RepaymeFit 9j' PFiJfcFFeG SteG-/( .'Ater:ests

-+Re-RevGlviA~ Credil-FaGilily will be reEl"sed iA e"shaAge fer prefurFed iAleresls IA Iwe spesial pYrj>ese ,:eRisles oFeated te hold all altAO Q\;:ltstaf*iirtg Gemmon stsGk of American Life lflSt:!ransc Cemflany-(l\L!CO) aRs AmeriGO" IFltcmatieRal ASSl:lraAGe-Gemf}8:ny-.bt4­(AlA), twe life insuranse held~r1es-ef-AIG,-A.illretaiA saAlwlofAbiCO aAEI AMI, tRe"~R IRe New YOM' Fed willRa...e serlaiR-geVer-flaASe ri~Rts te prelest ils inleresls, The ",a'"alioA IGr the Mew York Fed's preferred steek iAlerests, wRisR may be ypIe approl<imalely $26 "illion, will be a perseAlage 01 IRe fair ",a,kat val"e of AbiCO aAd AlA "ased OA "al"alieAs assepta"le to IR_Yer!< Fee,

T000284

The New Yo,k Fea Is aulI;orizea to mal'e ReW-JaaFl&UAae, seetloA 13(3) ef the f'efleffiJ-ReseFVe I\Gt 01 u~ to aA aggFesate am<>llRt-<>fa~p'o,fimately $8 .• BiliioA to speslal pUFf'ose 'Jehlsles (8P'Js) estaBlishea By aemestis life IA""FaAOe sUBslaia,Ies oU\IG. The 8P-Vs-wa Fe~ay the loaAs !fem lI;e Aet sash flows they Feoel"e from aeslgAatea Biasi.. 01 e"IstiAS life IAsu,aAse polioles hela By th"'J*'l"'RliASUFaASe sompaAIes. The ~",seeas el lI;e New Ye,k Fea leaAS weula pay aewA aA e~uI"aleAt affiouAt el oatstaAalAg aeBt uAaeF-theReWilvlAg G,eall f'asililj<, The amouAls lem, lI;e size ofthe hai",uls lal,eR by the New Yo,\< Fea, aRa oll;eFle,ms 01 thelo~aeld"",IRea aasea OR "aluatleAs asseptaale to the New-¥eF!<-F-e4

-Reslfustwmfl of OtherT_

-Afte' the tmRsaslioRs aessriaea aBove, lI;e total amoum a"allaale uAaertfle Fasillty willge-feausea I",m $60 BiIIi911-te·RG·less-th~

BlllieR. fA aaaltioR, the jAte,est Fate OA lhe FasiNty, 'tAlloh Is th_OAlh U80R ~Ius 300 aasls POlAr", '11m ao ",oalfle. 9)' """,,,,fiRS the_~ (3.• ~e,seRt) OR the UilOR 'ate. The F-eeilit)' will sORtiR"e to Be seG"rea By a lieA OA a sUBstaRtlal ~OrtIOR 01 AIG'sassefs,iAslHGfing the I;n:lsit:1osses AlG plans t8 r.etam. Tl:le etl:tor material tOFFflS sf tho FaGility remain ttAGA3nged.

As ",,~"iFeaBy Ihe s,eail agreemom f/O'IerRIAS the Revol\'IRS C,eait Faoilily, ,~IG has asreea to issue OR Marsh 1, 2009, sha,es of_i9le pmle""a sl06k ",,~reseAtiAS aR a~prOlrimately 77.9% e~"ily Imerest IR AIG to aFl-ifl<lOj>OAe_sl fe, lhe SG1e-lleflefll ollheUniteei States Treasl:1FY.

/\IG ffiblst be in eempliaRso with fRO e'{OsHtwo eemf)onsatieR-ane eerperat€-ilovom3AGO reqUirements at 8eetion 111 of..fue....E~y

esenomis Staeilizatien AGt. lnslHdlng tAo mast strlngont timitatiens en OlEOGtltivo sEiffiJ3ons8tioR as requifeEJ unser tRo newestamcAElments 10 tRe I;merijCAGY esoRornis Staeilia3tien./\Gt. /\Elelitienally,I\IG m ust SElRtlnue fa maintaiFt-af'td.-emorso newly aElspteGresfrictlens 131::1t in ~laGe by tRe new management en serpQrate mEpenses ans loebying as ''''!Btl as GOFf}efate gavomance roqbliroFACRfs.

REPORTS

o--AIG Te,m Sheel

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Tfli&6eFVIse Is Wevi<leelo you at ~e oharge By lhe U.S. DepaflffleAt ofthe TFeas""&

T000285

Mcnulty. Amy

From:Sent:To:Subject:

Paul

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

(b) (5)

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

(b) (5)

From: U.S. Department of the Treasury [mailto:subscriptions@subscriptions.treas.gov]Sent: Monday, March 02, 2009 6:04 AMTo: neil.barofsky@gmail.comSubject: U.S. Treasury and Federal Reserve Board Announce Participation in AIG Restructuring Plan

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

To view orprint the PDF content on this page. download the free Adobe® Acrobat® Reader®.

March 2, 2009tg44

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

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

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

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

Given tAe syslemiG risl( AIG oeRtiRues te ~ese aRd IAe ffagilily of markels teaay, tAa ~eteRlial Gest to tAe eGOAomy aAa IAe I",(~ayer ofgovefRmeAI iAaelieA weula be elClre",ely AigA. AIG ~re,..iaes-iAsuraAGe ~retectioR to "'era tAaA 199,999 eAtitieG, iAGluaiAg small~es. 491(k) ~laAG. aAa Fert"Aa a99 Gom~aAies.wAo togetAer a"'~loy ever 190 "'iilieA-Affleri<;aHs. Ale;; Aas eve,

T000286

W-milllo~ poHsy~olae", IA I~e U.S. a~a Is a major """Fee of rstlremeAt IAsuraAse fer, amoAg ol~er~a-flOA pre.1orgaAllalloAs. T~e sompaAy also la a algRiflGaA1 SO"Ale'l'aRY to a Aum;;er of major fiRa_IAstitutioAa.

AIG operates IA o...er 1aG souAIRes wilA over 1G(I regulalora aA~mpanl' and Its regulated and ""regulated au;;sldiaries ares";;Jest 10 '''')' aifferenl resolution lreR1ewoFka as",aa I~eir ;;roaa ana aiverae op eretlons-wilAout aA oV€rare~iAg rea.luti""R1eGAaAism. VlJitlllA I~e optioAaa'laila;;le, l~e reslruet"RA!Ji'lan-offera a mu"1 paR appreaG~ w~IG~ ;;RAga fePNar<i I~e ultimatereaolution of t~e aeR1paAy, ~as reoelvea auppoR lreR1 key atal,e~oldera and I~e rating aaenoles, ana pro'Jiae. I~e ;;eslfGssibtepreteGtioA fer taxpayers in eotmestleA wlth-tJ:lis...eemlflitmont of roseufGe€r.

TAe alepa aAAouAaea loaay previae laAal;;le ovideAoe oft~e U.S. ao','eR1R1eAI'. sommltR1eAt to tile oraeFly reslwet",IAa of AIC evertime in the fase sf eORtiAt.tiA§ fRaFl'\ot aislseations CAS esonemie acteFieratisA, Of8crly rostFYsh::!lin§ is essential te AIG's r013aymont ofl~e auppoR il ~a. reseived froAl U.S. laxpaye", aAa 10 preservlAa fiAaAsi_;;ility. T~e Cl.S. aOYe,"R1eAI Is eOR1R1i"ed 10 eeAliAuiAa 10~lh AIG to maintain its ability to meet its oeligassns as #ley Gome GLJO,

Treasury Aaa slated IAal pubHe oWAe",~iJ>"Minaooial inatiMioAa la Aot-a poHey aoal aAd, 10 I~e ",aeAt publis o\'lHera~ip la aA oulSOR1eefTreas~FY emiGRE, as it !:'tae I:leol=l 'NitR-AlG,it-wikork te repJaGeil0IlCrAlflcRt resQufOOS-Wlt.f:HRGse from tl:le pFivola seeter to Gfeate-amore feGI:IseEf, rcstmstl:l:foEf and viaele-esenomic entity as Fal3idly as possible. This-Festr-YGturlA\3 is aimee-ataGGeleF3ti~Ke~-eslR;el<;fjA§-lliafHn_

TAe U.S. Tr-eas",y ",iii alCsAange its .,"aling $4Q ;;llIioA sUR1"lalive pe,pel>Jal preferrea SAaFeS feF-fle'A' prefeffed sAares wilA revise€!!effrIS-l!lal R1am sioaely reaeR1b1e sommOA e~"lly aAa I~us I,"preve I~e ~ualily af AIG's e~"lty aAa its-firlaTlGialleveraga. T~e Aewterms will i'3revlefe fer ReA Gl4fF1tllative EfiviElol'ufs ana limit AlG's 8I3lli!)' 19 redeem the prefer-reEl stsek mcsept With the f3F8ece6ls-fr-em-tf:le.iaauanse ef e~uIlY sapltal.

E~ulty Capital CemmilR1ent

TAe Treaau')' DepaFtR1enl wiil sreate a new-et'l"lty sapltal !aGility, wAlsA allswa p.jC 10 araw aOWA up 10 $aQ blllien-a&!leedea eve, limein exsfml'1ge fer neR GUfRbtlalive f)referrea staskte the V.e, Treasl:IFY. This faeility wilUuftRel: strengthen AIO's eapitallevels aRefffipFeve its levcr:agc.

Feae,at Rese,," Rev<>lviRg-Credlt Fasility

T~e Federal Resewe wili lal,e s""eral aslloAs relating la I~e $6(1 bililen Re'_'olvlng Creait Fasility fe, AIG-eslalJlis~ed by I~e FederalReae,Ye BaAl< ef New Yorl< (~lew York Fed) in SepleR1"er, 2QQ8, 10 luRAe, I~e asals dessribed a;;ove.

Repayment Gy PreferrorJ stes.~ "'teresls

-TA-e-Revel'JIAa C,ealt FaGiIily-wiil ;;e ,ed"sed-ln exs~anae fe, pr-e!efFe,J.1Alereets iA IWO spesial purpose veAlsles sreated 10 ~old all oftRo sbitstandiRg semman-stock ef AmerisaR bife-lnwFaflGC Cemf'any..(AldGO) ana American IntematieRal-AsswaAGC Cempa~(AJAJ,-!W<Hlfe Ins"ranee-l1<>1<lifl!l-G9R1pany subalaia"es ef/lIG. /lIG will ,elain seAtrel ofAbIGG-ana /lIA, l~eBg~ IAe Ne",-Yo,k Fed wilt~ave sell-ein-geve,"aAse rlgAls Ie pmlest lis Inte,esl&.-T!1e valuatloA fer I~e New--¥efk..Fed's prefeFfea slasl, 1_s,-wAiffi..rnay ;;e upta-awr~lah,will ;;e apemenlage -ef.tAe fal, R1a,I<et value of AbiCO ana AlA baaed on "al"alions aoeeplable-te-tl1e-N-ew¥<>rk Fed. .

-TAe-New Yo," Fed is aulAe,ileal<> R1ake Aew laana uAaer sestiaA 1a(3) ef IAe Feaerffi-Rese,Ye Aet ef up 10 an aggregate aR10unl ofapp,ol<imalely $8.a billion te speslal purpose veAlslea (SPVs) eslablla~ea by aOR1eslle-Jjfe Ins"'anse su;;slala,lea ef /lIC. The SPVSwould repay Ih-e-Ieans lreR1 I~e Ael sas~ flows I~ey reseive frOR1 desigAated ;;Ieel", of exleling lile IAa"FaASe polieies-llela ;;y tile pareR!In.",aASe sOR1paAies. TAe p,oseeEla of t~e New Yo", FealoaAs wo"ld pay deWA aA eGuivaleAt aR1auAt of o"l_g ae;;1 "Aaer I~eRe;..alvlng Creail-Fasility. T~e aR1aBnta leAl, tile size of IAe ~aim"ls lal,eA by tile New Yorl< Fed, aAd at~e, te'R1S ef I~e loans wo"ld beaeterR1lnaa baaed OA val"ations assepla;;le 10 I~e New York I'-e4

..fI-esiF<JcturiRg ef Other TelmS

_he transaGlioAs dess,lbed above, lh-e-tefa1-am<>tJAt.availabie uAde, tile Fasili!)' will ;;e r-ea"sed fraR1 $S(I billloA Ie AO lesatllan-$2t\I>iI1iefl,.-Jn adaitleA. IAe inleresl rate on I~e FaGilily;-wAls~ is t~ree-maAt~ L1SaR pl"s aGQ ~Ints, will be medlfied by ,eR1avifl!l-llwe"lsling floor (a.a per_I) en I~e L180R r ale. TAe F.flGiIity-w11klentin"e Ie be aesure<l-!ly-a-li-en-<>A a a";;slaAliai pORleA ef AIC'sassets, iAOI"E1irlg-tl1e-busiAeaaea AIG plan. la relalA. TAe oIIler-flraterlalOffAS-<>!-the-F-asilily reR1aiA UAeRange4

T000287

!sS&aRSe efPretoFFef! StGsk

As-l'eqYirea ay the sreail agreemeAI gaVefAiAg the R,,,,,olviAg Creail Fasilily, AIG has agreea 10 issYe OA March 4, 2009,<;heres-efsoAvertiille ~reterrea stask re~reseA.Ag aA a~~FG"i",alely 77,9% equily iAteresl IA AIG 10 eR iRae~eAaeAI IrU£l-lar-the sole aeRefi_Ynitea States TreaSH!)"

AIG mu.I ae iR so",~liaRse with IRe e"esuti"e som~eR.atioAaAEI sor~oral&g(""eFAaASe require",eRI. of SestiGA 111 ofthe-E-mefg,,"GY~G Stal3i1i:zatieA Ast, inslldc4iR§ tfle mast stringent limitations an eleesl:ttive s9mpeFlsatien as FeEj\:1il'eEll:fRSer thc newestameea",eAls to Ihe EmergeAsy "ooAo",ls SIaailiza.oA Act. AaailioAally, AIG '" usl soAtiAue ta ",aiAIaiA aRa eAterce Aewly Gelo~tea

restristiens pHt in plaee By tAc ROW manaf:)ement on sorporate m:peRscs and lee!;lyiRg-as well as sarperate gavcmanse rCE!lclirements,

###

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T000288

Mcnulty, Amy

From:Sent:To:Subject:

Office of Public Affairs [subscrtptlons@subscrlptlons.treas.gov]Monday, March 02, 2009 6:00 AMDL FYI

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

u.s. TREASURY DEPARTMENT

OFFICE OF PUBLIC AFFAIRS

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

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

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

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

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

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

T000289

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

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

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

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

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

Repayment by Preferred Stock Interests

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

Securitization ofLife Insurance Cash Flows

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

T000290

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

Restructuring ofOther Terms

After the transactions described above, the total amount available under the Facility will be reduced from $60billion to no less than $25 billion. In addition, the interest rate on the Facility, which is three-month LIBOR plus300 basis points, will be modified by removing the existing floor (3.5 percent) on the LIBOR rate. The Facilitywill continue to be secured by a lien on a substantial portion of AIG's assets, including the businesses AIGplans to retain. The other material tenus of the Facility remain unchanged.

Issuance ofPreferred Stock

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

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

###

T000291

Mcnulty, Amy

From:Sent:To:Subject:

Office of Public Affairs [subscriptions@subscriptions.treas.gov]Monday, March 02, 20096:00 AMDL FYI

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

u.s. TREASURVDEPARTMENT

OFFICE OF PUBLIC AFFAIRS

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

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

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

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

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

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

•

T000292

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

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

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

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

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

Repayment by Pr~ferredStock Interests

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

Securitization ofLife Insurance Cash Flows

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

T000293

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

Restructuring ofOther Terms

After the transactions described above, the total amount available under the Facility will be reduced from $60billion to no less than $25 billion. In addition, the interest rate on the Facility, which is three-month LIBOR plus300 basis points, will be modified by removing the existing floor (3.5 percent) on the LIBOR rate. The Facilitywill continue to be secured by a lien on a substantial portion of AIG's assets, including the businesses AIGplans to retain. The other material terms of the Facility remain unchanged.

Issuance ofPreferred Stock

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

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

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

###

T000294

Mcnulty, Amy

From:Sent:To:SUbject:

Abdelrazek, RawanMonday, March 02, 20097:34 AM

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

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

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

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

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

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

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

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

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

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

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

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

T000295

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

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

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

Restructuring of Other TermsAfter the transactions described above, the total amount available under the Facility will be raduced from $60 billion to no lessthan $25 billion. In addition, the Interest rate on the Facility, which is three-month L1BOR plus 300 basis points, will be modifiedby removing the existing floor (3.5 percent) on the L1BOR rate. The Facility will continue to be secured by a lien on a substantialportion of AIG's assets, including the businesses AIG plans to retain. The other material terms of the Facility remain unchanged.

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

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

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

T000296

Mcnulty. Amy

From:Sent:To:Subject:

Don't believe the hype,

Hsu, MichaelWednesday, March 11, 2009 6:39 PMAlbrech~ StephenRe: Update Call

From: Albrecht, StephenTo: Scott.Alvarez@frb.gov ; Thomas.Baxter@nyJrb.org ; Sarah.Dahlgren@nyJrb.org ; 'James.Hennessy@nyJrb.org'Cc: Hsu, MichaelSent: Wed Mar 1118:12:59 2009Subject: Update Call

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

I'll open up this line for the call at 6: 15. Please let me know if you can join. Thanks..Stephen M. AlbrechtCounselor to the General CounselU.S. Department ofthe Treasury202-622-0283 (main)202-622-2882 (fax)

T000302

Mcnulty. Amy

From:Sent:To:Subject:

Will do....my apologiesI

JUlie.Dolan@ny.frb.orgThursday, January 15, 20092:04 PMHsu, MichaelRE: Update call

Julie DolanExecutive AssistantBank SupervisionFederal Reserve Bank of New YorkPhone: 212-720-5857Blackberry:~www.newvo~

Michael.':'Isu@do.treas.gov

011151200901:48 PM

Thanks.

And you can address me as Mike. (My dad goes by Mr.Hs~.)

From: Julie.Dolan@nyJrb.org fmailto:Julie.Dolan@ny.frb.orgJSent: Thursday, January 15, 2009 1:42 PMTo: Hsu, Michaelee: Fiechter, Jonathan; Sarah.Dahlgren@ny.frb.orgSubject: Re: Update call

Mr. Hsu:

Sarah Dahlgren' availability is as follows:

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

To Julie.Dolan@ny.1tb.org

ccSubject RE: Update call

T000304

Julie DolanExecutive AssistantBank SupervisionFederal Reserve Bank of New YorkPhone: 212-720-5857Blackberry:~www.newvo~Michael.Hsu@do.treas.gov

01/15/200901:31 PM

Sarah,

Happy new year!

To Sarah.Dahlgren®nyJrb.org

cc Jonathan.Fiechter@do.freas.govSubject Update call

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

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

Thanks,-mike

T000305

Mcnulty. Amy

From:Sent:To:Cc:

-Subject:

Julie,

Hsu, MichaelThursday, January 15, 2009 1:55 PM'Julie.Dolan@ny.frb.org'Fiechter, JonathanDisabled : 'SarahDahlgren@ny.frb.org'; Lambright. James; Tae, Michael;Rutherford, MatthewRE: Update call

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

Thanks,-mike

From: Julie.Dolan@ny.frb,org [mallto:Julie.Dolan@ny.frb.org]Sent: Thursday, January 15, 2009 1:42 PMTo: Hsu, MichaelCc: Fiechter, Jonathan; Sarah.Dahlgren@ny.frb.orgSubject: Re: Update call

Mr. Hsu:

Sarah Dahlgren' availability is as follows:

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

Julie DolanExecutive AssistantBank SupervisionFederal Reserve Bank of New YorkPhone: 212-720-5857Blackberry:~www.newyo~

Michael.Hsu@do.treas.aov

01/15/200901:31 PM

To Sarah Dahlgren@nyJrb.otg

cc .Jooathan.Fiechter@do.lrees.gov

Subject Update call

T000306

Sarah,

Happy new year!

Jonathan asked if I could set up the AIG update call with you for tomorrow, What time{s) works best for you?

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

Thanks,-mike

T000307

Mcnulty. Amy

From:Sent:To:Co:

Subject:

,Julie,

Hsu, MichaelThursday, January 15, 2009 1:55 PM'JUlie.Dolan@ny.frb.org'Fiechter; JonathanDisabled ; 'Sarah.Dahlgren@nyJrb.org'; Lambright, James; Tae, Michael;Rutherford, MatthewRE: Update call

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

Thanks,-mike

From: Julie.Dolan@nyJrb.org [mallto:Julie.Dolan@nyJrb.org]Sent: Thursday, January 15, 2009 1:42 PMTo: Hsu, MichaelCe: Fiechter, Jonathan; Sarah.Dahlgren@nyJrb.orgSubject: Re: Update call

Mr. Hsu:

Sarah Dahlgren' availability is as follows:

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

Julie DolanExecutive AssistantBank SupervisionFederal Reserve Bank of New YorkPhone: 212-72Q..5857Blackberry:~www.newvo~

MfchaeJ.Hsu@do.treas.qov

011151200901:31 PM

To Sarah.Dah!gren@nyJrb.org

ce Jonathan.Fiecht§I@9o.treas.govSubject Update call

T000308

Sarah,

Happy new year!

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

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

Thanks,-mike

T000309

Mcnulty. Amy

From:Sent:To:Cc:Subject:

Mr. Hsu:

JUlie.Dolan@ny.frb.orgThursday, January 15, 2009 1:42 PMHsu, MichaelFiechter, JonathanDisabled ; Sarah.Dahlgren@ny.frb.orgRe: Update call.

Sarah Dahlgren' availability is as follows:

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

Julie DolanExecutive AssistantBank SupervisionFederal Reserve Bank of New YorkPhone: 212-720-5857Blackberry:~www,newyo~

MlchaeI.Hsu@do.treas.gov

01/15/200901:31 PM

Happy new yeari

To Sarah.Dahlgre~@ny.f(b.org

cc Jonathan.Ffechter@do.treas.gov

SUbject Update call

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

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

Thanks,-mike

T000310

Office: 212-720-2566Cell:'"

From: DanielleVicente~Sent: 03/05/200908:37~To: Danielle Vicente

T000345

Mcnulty, Amy

From:Sent:To:

Cc:Subject:

Hsu, MichaelFriday, March 06, 2009 9:22 AM'Danielie,Vicente@ny,frb,arg'; 'Jim.Mahoney@ny.frb.org'; 'Stephanie.Helier@ny.frb.org';'Jennifer.Wolgemuth@ny.frb.org'; 'Mlchael.S.Gibson@frb.gov'; 'Rich.Ashton@frb.gov';'Kieran.Falion@frb.gov'; 'Apri1.C.Snyder@frb.gov'; 'DominicALabitzky@frb.gov'; Tae,Michael; Ferlazzo, RonaldMorse, Duane; Haeger Sharon; Surry, StevenRE: Updated AIG presentation

(b) (5)

•

Dani, Jim, Stephanie and team,

If you'd ilke to discuss further, give me a ring (202·622·77721 or we can set up a group call.

Thanks,-mike

From: Danielie,Vlcente@ny,frb,org [mailto:Danielle.Vicente@ny,frb.orgjSen~: Thursday, March OS, 20098:47 PMTo: Jlm,Mahoney@ny,frb,org; Stephanle.Heller@nyJrb.org; Jennifer.Wolgemuth@ny.frb.org; 1"1lchael.S,Gibson@frb,gov;Rich.Ashton@frb,gov; Kieran.Fallon@frb.gov; Apri1.C.Snyder@frb.gov; DominicALabitzky@frb.gov; Hsu, Michael; Tae,Michael; Ferlazzo, RonaldSUbject: Updated AIG--'presentation

. (b) (5)

Please find attached an updated presentation on theAI~that includes essentially the same infonnation as the previousversion but fleshes out some ofthe ideas. (b) (5)

Dani

Danielle VicenteFederal Reserve Bank ofNew YorkOffice: 212·720·2566Cell:~

From: DanielleVicent_Sent: 03105/2D0908:3~To: Danielle Vicente

T000346

McCarthy, Mary (Contractor)

From:Sent:To:SUbJect:

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

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

.Subject: Fw: Call tomorrow?

Plea$e see below.

'---'~"'-'-'-'-'-'-"'""'---"--'""'------'----'-'--'-'--_ ..._--.~From: JaConi, KristenTo: Solomon, IanSent: Sun Mar 29 00:03:06 2009Subject: Re: Call tomorrow?

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

GreaL8.:30 pm Sunday. I will $end around i' memo fo qiscU$$ beforehand, Iwillalsosend around a call-in number. (COS# available, AI?), Mike, can you let Mar$hall a.nd Beverly ~now the time?

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

Work$ for me

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

T000347

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

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

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

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

Steve and Kristen, Ideally one or both of you could make the cali. Would 10:30 am ET or after 6 pm ET be better? What'sbetter for you, Mike? Also, I'm inclined to keep It a Treasury call unless one of you feel strongly that frbny needs to be on.

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

Happy to do a call tomorrow.

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

Shall we do morning or eve?

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

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

Marshall and Beverly,

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

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

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

Thanks,-mike

T000348

From: Chase, Beverly FangerTo: Albrecht, Stephen; Hsu,MichaelCc:'James.Hennessy@nyJrb.org' ; Sarah Dahlgren; Huebner, Marshall S. ; James, EthanT.; Wright, John T.Sent:Sat Mar 2817:49:382009Sub'ett: WARNING: MESSAGE ENC1<.YPTEDFW:Current Bonus Details

To ensure compliance with requirements imposed by the IRS,weinfoi'm. you that,Unless explicitly pl'Ovidedotherwise, any U.S. federal tax advite contained in this communi<:ation (including any attachmertts) is notintertdedor written to be used, artd catmot be used, for tbe purpose of (i) avoiding penalties under tbe IlltemalRevenue Code or (ii)promoting, marketing or recommending to another party any transaction 01' matteraddressed.herein.*************************BeverlyF, ChaseDavis I'olk & Wardwell450 Lexington AvenueNew Yode, New York 10017chase@dpw.com (email)212-450-4383 (tel)212-450~3383(fax)*************************

_C""W,__~""",_~".~"",_,~.'"""".",~_-,,,-_,,__. . ,,,,,,,,...~...,..__!.,-,...,,,."."_w~.,.,.., """. ,_~"m"'''_''''_~'''.''_'''_' ;'''''~WM'''~' .•"._

Frol11:~[mailto· @aig.com]Sent:~28, 20095:26 PMTo: 'Sarah.D"hlgren@nyJr" @ey.com; Chase, EleverlY Fanger; J"mes, Eth"nT.;'william.milr h 0 ,com James.Hennessy@nyJrb;orgCc: )(6)Sub)e :

EnCiose.d is our state of play on theinQentiVe data. Ple"SEi see the note belOWlillfviciesa summaryat. ismissing. Please pass this along to whomever I missed on the distribution list. -

(b) (6)

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

The report inciudes both the March 2$ t6 May 31 and the June 1 to December 31 periods, The June to December is notcomplete as we only required the first period details. If you prefer to only send the March to May period let me know and Iwill modify the file,

No weekly payment schedlJles are included nor is the summary as we did nolget Dawn.'s data until late in the day. Also;as we discussed at about 6pm last evening. we will need to modify the format of the summary to only incllJde true bonus

T000349

programs in the small, medium and large plan groupings. We will keep the N Qual and Retention in their unique buckelsand ad hoc lype programs such as sign on and counter offers, elc in a unique buckel as well.

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

T000350

McCarthy, Mary (Contractor)

From:Sent:To:Subject:

Solomon, IanSunday, March 29, 2009 12:03 AMHsu, MichaelRe: Call tomorrow?

If you've got a number that you're sure will be free, that's perfect. I need to get myself a reliably free line.

~_._._---,---'-'-' --,---,From: Hsu, MichaelTo: Solomon, IanSent: Sat Mar 28 23:58:02 2009

. Subject: Roe: Call tomorrow?

(b) (2)Lambright has a numbercertain will be open then,

that is aiways open. There is also a Risk number"that I'm pretty

Let me know if you want me to secure either,

From: Solomon, IanTo: Hsu, MichaelSent: Sat Mar 28 23:53:33 2009Subject: Re: Call tomorrow?

Thanks. Will send around as sooh as I get a number.

From: Hsu, MichaelTo: 'marshall.huebner@dpw.com' ; 'beverly.chase@dpw.com'Cc: 'ethan.james@dpw.com' ; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconi, KristenSent: Sat Mar 28 23:39:41 2009Subject: Re: call tomorrow?

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

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

Happy to do a call tomorrow.

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

Shall we do morning or eve?

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

From: Michael.Hsu@do.treas.gov .To: Chase, Beverly Fanger; Huebner, Marshall S.

T000351

Cc: James, Ethan T.; Ian.Solomon@do.treas.gov ; Stephen.Albre0ht@do.treas.gov ; Ronald.Ferl:nzo@do.treas.gov ;Kristen.Ja0<;mi@do.treas.govsent: Sat Mar 28 18;27:36 2009Subject: Call tomorrow?

Marshall and Beverly,

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

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

Thanks,-mike

Froni: Chase, BeVerly FangerTo: Albrecht, Stephen; Hsu, MichaelCc: 'James.Hennessy@nyJrb.org' ; Sarah Dahlgren; Huebner, Marshall S. ; James, Ethan T. ; Wright, John T.Sent: Sat f'-'1ar 2817:49:382009Sub"ect: WARNING: MESSAGE ENCRYPTED. FW:. Current Bonus Details

To ensurecompllance with tequiremetitsimposed l)y the IRS, we inform youthat, unle~sexplicit1yprovidedotherwise, any U.S.federal tax advice contained inthi~ communic"tion (including any attachments) is notintended Qr written to be u~ed,and cannot be used, for the purpose of (i) avoiding penalties under theInternalRevenue c;ode or (ii) pron'loting, n'larketingorrecon'lmetiding to another party any trafiSaction or matteraddressed herein.*************************Beverly F, ChaseDavis Polk & Wardwell450 Lexington AvenueNew YOl'k, New York 10017chase@dpw.com (email)2J2-450-4·3.83 (t"l)2\;2-450-3383 (f"x)****'*********************

From: [mailto @aig.comJSent: Saturday, March 28, 2009 5:26 PMTo:'Sarah.Dahlgren@ny.frb.or <. martha.cook@ey.com; Chase, Beverly Fanger; .James, Ethan T.;'wil' <. ;)ames.Hennessy@nyJrb.or"Cc (b) (6)SubJect:

Enclosed Is our stale a/play On the incen!lve data. Please sel3 the notehelow.rovldes a summary of what ismissing. Please paS's this along to whomever I missed on the distribution list. •

T000352

(b) (6)

(b) (6)From:sen~8 200911'04 AMTo:_;Subject: Current Bonus Details

(b) (6)

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

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

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

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

T000353

McCarthy. Mary (Contractor)

From:Sent:To:Cc:Subject:

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

Of course it is. You are the client!

From: Ian.Solomon@do.treas.gov [mailto:lan.Solomon@do.treas.gov]Sent: Sunday, March 29, 2009 12:00 AMTo: Huebner, Marshall S.; MichaeI.Hsu@do.treas.gov; Chase, Beverly FangerCc: James, Ethan T.; Stephen.Albrecht@do.treas.gov; Ronald.Ferlazzo@do.treas.gov; KristenJaconi@do.treas.govSubject: Re: call tomorrow?

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

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

From: Michael.Hsu@do.treas.gov [mailto:Michael.Hsu@do.treas.govjSent: Saturday, March 28, 2009 11:40 PMTo: Huebner,Marshall S.; Chase, Beverly FangerCc: James, Ethan T.; Ian.Solomon@do.treas.gov; Staphen.Albrecht@do.treas.gov; Ronald.Ferlazzo@do.treas.gov;Kristen.Jaconi@do.treas.govSubject: Re: call tomorrow?

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

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

Happy to do a call tomorrow.

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

Shall we do morning or eve?

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

From: Michael.Hsu@do.treas.govTo: Chase, Beverly Fanger; Huebner, Marshall S.

T000354

Cc: James, Ethan T.; IanSolomon@do.treas.gov ; Stephen.Albrecht@do.treas.gov ; Ronald.Ferlazzo@do.treas.gov ;Kristen.JaConi@do.treas.govSent: Sat Mar 28 18:27:36 2009SUbject: Call tomorrow?

Marshall and Beverly,

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

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

Thanks,-mike

From: Chase, Beverly FangerTo: AlbreCht, stephen; Hsu, Michael . . .Cc: 'James.Hennessy@nyJrb.org' ; Sarah Dahlgten ; Huebner, Marshall S, ; James, Ethan T, ; Wright, John T.Sent: Sat Mar 28 17:49:38 2009Sub'ect: WARNING: MESSAGE ENCRYPTED FW: CurrentBonus Details

To enSllte c.ompli(lnce with requirements imposed by the 1M; we inform YOll that, mliess explicitly provided.otherwise, any U.s. federal tax advic<;: contained inthiscon:mlUnication(including any altacl11J1ents) is notintended Of written to be llsed, and cannot be used, for the plirpose of(i) avoidingpenaltiesulldet theInternalRevenue Code or(ii) proi:llOting, marketing 01' recommending to anothetpal'ty any transaction·()f matteraddressed heteilh*#***********************BeverlyF.,ChaseDavis Polk & Wardwell450 Lexington AvenueNew York, New York 10017chase@dpw.com (email)212·450.4383 (tel)212'-450-3383 (fax)**********f.******i******

@ey,com; Chase, Beverly Fanger; James, EthanT.;James.Hennessy@ny.frb.org

(b) (6)

From: • [lnailto"'@aig.comlSellt:Saturday, March 28, 2009S:26 PMTo: 'Sarah.Dahlgren@nyJrb.or'william.mur hOS .com',Cc: •SUbject:

Enclosed is our state of play on the incentive data. f'leasesee the note belowiilioVides a summary of what ismissing. Please pass this along to whomever I missed on the distribution list

(b) (6)

T000355

(b) (6)

(b) (6)From:Sen~8 200911'04 AMTo:_;Subject: Current Bonus Details

(b) (6)

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

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

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

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

T000356

McCarthy. Mary (Contractor)

From:Sent:To:Co:Subject:

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

Of course it is. You are the client!

From: Ian.Solomon@do.treas.gov [mailto:lan.Solomon@do,treas.gov]Sent: Sunday, March 29, 2009 12:00 AM .To: Huebner, Marshall S,; MichaeI.Hsu@do.treas.gov; Chase, Beverly FangerCc: James, Ethan T.; Stephen,Albrecht@do.treas.gov; Ronald,Ferlazzo@do.treas.gov; Kristen.Jaconi@do.treas.govSubject: Re: call tomorrow?

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

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

From: Michael.Hsu@do.treas.gov [mailto:Michael.Hsu@do.treas.gov]Sent: Saturday, March 28, 2009 11:40 PMTo: Huebner, Marshall S,; Chase, Beverly FangerCc: James, Ethan T.; Ian.5olomon@do.treas.gov; stephen.Albrecht@do.treas.gov; Ronald.Ferlazlo@do.treas.gov;Kristen.Jaconi@do.treas.gov .Subject: Re: Call tomorrow?

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

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

Happy to do a call tomorrow.

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

Shall we do morning or eve?

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

From: MidlaeI.Hsu@do.treas.govTo: Chase, Beverly Fanger; Huebner, Marshall S.

T000357

.Cc: Jam~s, Ethan T.; lan.S(llomon@do.tr~as.gov ; St~phen.Albr~cht@do.treas.gov ; Ronald.Ferlazzo@do.treas.gov ;Krist~h.Jaconi@do.tr~as.gov

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

Marshall and B~verly.

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

Can yOLl be available? Or shouid we shoot for a different time?

Thanks,· -mike

F'rom: Chase, Beverly FangerTo: Albrecht,Stephen; Hsu, Mlcha~1 ..'Cc: ']qmes.Hennessy@ny.frb.org' ; Sarah Dahlgren ; Huebn~r, MarShall S. ; James, IOlhan T. ; Wright, john T.Sent: Sat Mar 28 17.:49:38 2009

· Sub"ect: WARNING: MESSAGE ENCRYPTED FW:CurrehtBoniJsDetaiis

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

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

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

******************'****.***@aig.com]

@ey.com;Chase, Beverly Fang~r; Jarh~s; Ethan T.;James,H~nn~ssy@hy.frb.org

(b) (6)

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

rovides a summary of what is

(b) (6)

T000358

(b) (6)From:Sent:' SaturdaTo:Subject: Current Bonus Details

(b) (6)

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

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

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

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

T000359

McCarthy. Mary (Contractor)

From:Sent:To:Cc:Subject:

Solomon, IanSunctay, March 29, 200912:00 AM'm"rshall.hueOner@ctpw.cpm': Hsu, Michael; 'beverly.chase@ctpw.com''ethan,james@ctpw.com': Albrecht, Stephen: Ferlazzo, Ronald; Jaconl, KrlstenDisabledRe: Call tomorroW?

I'd prefer this call to be with Tre"sury staff only If th"t's ok. Thanks.

--------From: Huebner, Marshall S.To: Hsu, Michael; ChaSe, Beverly F"ngercc:James, ["than T, ; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Rbnald; JacOni, KristenSent: Sat Mar 2823:57:42 2009Subject: RE: Call tomorroW?ok. should tom baxter or others from the red join if they can?

From: Mlc;hael.Hsu@do,treas.gbv [mailtb:MIChael,H$(J@do,treas.gov]S!"ilt: Saturday, March 28, 2009 11:40 PMTo: Huebner, Marshall S.; Chase, 8everlyFahgerec: James, EthanT,; lan.Solomon@do,treas,gC>l/; Stephen.Albrecht@do.treas.gov; Ronald.Ferlazzo@do.treas.gov;Krlsten.Jaconl@do.treas,govSubject: Re: Call tomorrow?

I think We're going to aim for 8:30pm tomorrow night. Someone Will send around a ca;"ndar inVite with the dl,,;'in.

From: Huebn"r, Marshall S,To: HSUi Michael; Chase, Beverly FangerCc: James, Ethan T, ; SOlomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconl, krlstenSent: Sat Mar 28 21:11:12 2009Subj!"ct: Re:tall tomorrow?

H"ppy to do a call tomorrow.

Unfor!un"tely - and I trUly apologize - I am not available betw""n 11 and 6.

Shall we do morning or eve?

Also, dbes it make seNse to h"ve anyone from the Fed (Tom Baxter mayM?) join Us?

From: Michael.Hsu@do,treas.govTo: Chase, Bevetly Fanger; HuebNer, Marshail S,ec: James, Ethan T.; lan,Solomon@do.treas,gov ; Stephen.Albrecht@do.treas.gov; Ronald.Fetlazzo@do.treas.go\l ;Kristen,Jaconi@do.treas.govSent: Sat Mar 28 18:27:36 2009Subject: Call tomorrow?

Marshall and Beverly,

Ian Solomon (cd'd) Is orlthe policy team "t UST. H&'s been working on thecomp issue recentlyW/Albrecht and others.

We wbuld ilke to have a c"i1 sometime tomorroW -- perhaps around noon or 1pm - todiSCUSS_

(b) (5)

T000360

Can you l)e availal)le? Or should we shoot for a different time?

Thanks,-mike

From: Chase, Beverly FangerTo:.Albrecht, stephen; Hsu, MichaelCc: 'Jall1es.Hennessy@nyJrb.org' ; Sarah Dahlgren; Huebner, Marshall S. ; James, Ethan T. ; Wright, John T.Sent: SafMar 2817:49:382009Sub'ecb WARNING : MESSAGE ENCRYPTED .fIN: Current Bonus Details

To ensure compliance with requirements imposed by the IRS, we infonn youthat, unless explicitly providedotherwise,any D.S. federal tax advice contained in this conmlUnication (incl\lding any attaclunents) is notintended or vyritten to be used, and cannotbe used, for tlle pJirpose of (i) av{)idipg penalties\lllder the Intern.alReven\le Code or (ii) promoting, marketing orrecommending to another party any transaction or matteraddressed herein.*************************Beverl)' F. ChaseDavis Polk & Wardwell450 Lexington AvenneNew York, New Y{)rk 10017chase@dpw,cOln (email)21:2-450-4383 (tel)212-450"3383 (fax)** **********-*************

From:' • @aig.com]Sent: Saturday, March 28, 2009 5:26 PMTo: 'Sarah,Dahlgren@nyJrb.or '. martha,cook@ey.com; Chase, Beverly Fanger; James, Ethan r.;'william.mur h 05 .com' James.Hennessy@nyJrb.orgCc:' ()(6)Subject: fIN: Current Bonus .Enclosed is our state of play on the Incentive data. Please see the note l)elowwhich provides a summary of what ismissing. Ple"se pass thisalorig to whomever I missed on the distribution list"

T000361

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

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

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

T000362

McCarthy. Mary (Contractor)

From:Sent:To:Cc:Subject:

Huebner, Marshall S. [marshall.huebner@dpw.comjSaturday, March 28, 2009 11 :58 PMHsu, Michael; Chase, Beverly FangerJames, Ethan T.; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconi, KristenDisabledRE: Call tomorrow?

ok. should tom baxter or others from the fed join if they can?

From: MichaeI.Hsu@do.treas.gov [mailto:MichaeI.Hsu@do.treas.gov]Sent: Saturday, March 28, 2009 11:40 PMTo: Huebner, Marshall S.; Chase, Beverly FangerCc: James, Ethan T.; Ian.Solomon@do.treas.gov; Stephen.Albrecht@do.treas.gov; Ronald.Ferlazzo@do.treas.gov;Kristen.Jaconl@do.treas.govSUbject: Re: Call tomorrow?

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

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

Happy to do a call tomorrow.

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

Shall we do morning or eve?

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

From: MichaeI.Hsu@do.treas.govTo: Chase, Beverly Fanger; Huebner, Marshall S.Cc:James, Ethan T.; Ian.Solomon@do.treas.gov ; Stephen.Albrecht@do.treas.gov ; Ronald.Ferlazzo@do.treas.gov ;Kristen.Jaconi@do.treas.govSent: Sat Mar 28 18:27:36 2009Subject: Call tomorrow?

Marshall and Beverly,

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

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

Thanks,-mike

T000363

From: Chase, Beverly FangerTo: Albrecht, Steph"n; Hs~, MichaelCc: 'Jarnes.Hennessy@nyJrb.org' ; Sarah Dahlgren ; H~ebner, MarshallS. ; Jarnes,. Ethan T. ; Wright, John T.Sent: Sat Mar 2817:49:382009Sub'ect: WARNING: MESSAGEENCR'fPTED fIN: Current Bonus Details

Toensute compliance with requil'ements imposed by the IRS, we inforni YOIl that, unless explicitly providedotherwise, any U.S. federal tax adviGe contained in this communication (including any attachments} is notintended or written to be used, andcanl\ot be. used, for the pwpose of (I) avoiding penalties under the InternalRevenue Code or (Ii) promoting, marketing or recommending to another party any transaction or matteraddressed herein.*************************Beverly F. ChaseDavis Polk & Wardwell450 Lexington AvenueNew¥ork,New¥ork 10017chase@dpw.com (email)212-450-43113 (tel)212-450-33113 (fax)**.**'* **' ****.******,******'**From:' • [mail~@alg.cbmJSent: Saturday, March 28, 20095:26 PMTo:'Sarah.Dahlgren@ny,frb.or '; martha,COoK@ey.com; Chase, Beverly Fanger; James, Ethan T.;'william.mur h o5@ ,. James.Hennessy@ny,ftb.orgCc: ) (6)SiJbja :

Enclosed is our state of play on the .incentive data.. Please see ll1enote below_ovides a summary of Wh.at Ismissing. Please pass this along to whomever Imissed on the distribution list.

(b) (6)

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

The report inciudes both the March 23 to May 31 and the June 1 to Decernbei31 periods. The June to Decemb"r is notcomplete as we only reqUired the first period details. If you prefer to only send the March to M.,y period let me .know and Iwill modify the file.

No Weekly payment schedules are inclUded not is thesurnmary asWe dk! notget DaWn's data unlillate in the day. Also,as we discussed at about 6pm last evening, we will need to. modify the .format oUhe summary to only include true bonus

T000364

programs in the small, medium and large plan groupings. We will keep the N Qual and Retention in their unique bucketsand ad hoc type programs ·such as sign on and counter offers, etc in a unique bucket as well.

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

T000365

McCarthy. Mary (Contractor)

From:Sent:To:Cc:Subject:

Huebner, Marshall S. [marshall.huebner@dpw.com]Saturday, March 28,200911:58 PMHsu, Michael; Chase, Eleverly FangerJames, Ethan T.; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jatonl, KrlstenDisabledRE: Call tomorrow?

ok, should tom baxter or others from the fed join if they can?

From: MlchaeJ.Hsu@do,treas,gov [mailto:MlchaeJ.Hsu@do,treas,govjSent: Saturday, March 28, 2009 11:40 PMTo: Huebner, Marshall S.; Chase, Beverly FangerCc: James, Ethan T.; lan,Solomon@do.treas,gov; Stephen.Albrecht@do.treas.gov; Ronald.Ferlazzo@do.treas.gov;KrlstenJaconl@do.treas.govSubject: Re: Call tomorrow?

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

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

Happy to do a call tomorrow,

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

Shall we do morning or eve?

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

From: MichaeJ.Hsu@do.treas.govTo: Chase, Beverly Fanger; Huebner, Marshall S.Cc: James, Ethan T.; lan.Solomon@do.treas.gov ;Stephen,Albrecht@do.treas.gov ; Ronald.Ferlazzo@do,treas.gov ;KrlstenJaconi@do.treas.govSent: Sat Mar 28 18:27:36 2009Subject: Call tomorrow?

Marshall and Beverly,

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

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

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

Thanks,-mike

T000366

(b) (6)

(b) (6)

From: Chase, eeverly FangerTo: Albrecht; Stephen; Hsu, MichaelCe: 'James,Hennessy@ny,frb,org' ; Sarah Dahlgren; Huelmer,MarshaIiS.; James, EthanT. ; Wright, John T.Sent: Sat Mar 2B 17:49:3B 2009

G: E

To ensure compliance with requirementsimposed. by the n{S~\Ve inform you that, unless explicitly providedotherwise, any U.S. federal tax advice contained in this communication (including any attachments) is notintended or written to be used, and canhot be used, for the pUrpose of 0) avoiqing penalties under the InternalRevenue Code or (ii) promoting, mal'keting or recommending to another party any transaction or matteraddressed herein.*************************Beverly F. ChaseDavis Polk & Wardwell450 Lexington AvenueNew York, New York 10017chase@dpw.com (email)212·450-4383 (tel)2.J2·450~3383 (fax)***'*****************~**** (b) '(6)-.- '~._~ ...•, ~-_._ -:..-.. '--"'.".. " , _, ~, - ,-~.." , ~ "~ ,_." """'.'- _.._" ""..~~,-_.From:_[mailto aig.com]Sent: ur ay, arc 2B,200 . :To:. 'Sarah.Dahlgren@nY.frb. @ey.com; Chase, Bev~rly Fanger; James, Ethan T.;'william.mu h 05@e .com'· James.Hennessy@nyJrb.orgCe (b) (6)Su

Enclosed is our state of play on the incentive data. Please see the note below.oVides a summary of what ismissing, Piease pass tllis along to whomever I missed on the distribution list.

. (b) (6)

From:_ (b)16T"""

sen_t:~OO9a~To: (b) (6)SUJ :ur I

_ (b) (6)

Attached is the lat,est bonus data we have available. It includes Dawn's Non-qualifiad information,

. The report inciudes both the March 23 to May31 .and the June 1 to December 31 p~riods. The JuneloDecember is notcomplete as we only required the first period details, If you prefer to oniy send thE! March to May period let me know and Iwill modify the file.

Noweekly payment schedules are included nor is the summary as we did not get Dawn's data until late in the day, Also,as we discussed at about 6pm last evening. we Will need to modify the format of the summary to only include true bOnuS

T000367

programs in the small, medium and large plan groupings. We will keep the N Qual and Retention in theif unique bucketsand ad hoc type programs such as sign on and counter offers, etc in a unique bucket as well.

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

T000368

McCarthy. Mary (Contractor)

From:Sent:To:Subject:

Solomon, IanSaturday, March 28, 2009 11 :54 PMHsu, MichaelRe: Call tomorrow?

Thanks. Will send around as soon as I get a number.

From: Hsu, MichaelTo: 'marshall.huebner@dpw.com' ; 'beverly.chase@dpw.com'Cc: 'ethan.james@dpw.com' ; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconi, KristenSent: Sat Mar 28 23:39:41 2009Subject: Re: Call tomorrow?

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

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

Happy to do a call tomorrow.

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

Shall we do morning or eve?

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

From: MichaeI.Hsu@do.treas.govTo: Chase, Beverly Fanger; Huebner, Marshall S.Cc: James, Ethan T.; lan.Solomon@do.treas.gov ; Stephen.Albrecht@do.treas.gov ; Ronald,Ferlazzo@do.treas.gov ;Kristen.Jaconl@do.treas.gov .Sent: Sat Mar 28 18:27:36 2009SUbject: Call tomorrow?·

Marshall and Beverly,

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

We would like to have a call Sometime tomorrow -- erha s around noon or 1 m - to discuss •

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

Thanks,-mike

T000369

From: Chase, Beverly FangerTo: Albrllcht, Stephen; !isu, Micha~1Ce: 'James;Hennessy@ny.frb.org' ;Sarah Dahlgren; Huebner, Marshall S. ; James, Ethan T. ; Wright, John T.Sent: Sat Mar28 17:49:382009Sub'ed: WARNING:MESSAGE.ENCRYPTED FW: CurrentBonus Details

To ensure compliancewith requirements imposed by the IRS, we inform yoti that, unless explicitly proVidedotherwise, any U.S..federal t~ advice contained in this communication (inchlding any attachments).isnotintended or written to be used, i'\hd Ci'\IDlOt be used, for th.e purpose of (i) avoiding penalties lmdet the1ntenialRevenue Code or (ii) promoting, marketing or recommending to another party any transaction or matteraddressed herein.*************************Bewrly F. ChaseDavis Polk & Wardwell450 Lexington AvenueNew York, New York 10017chase@dpw.com (email)212"450"4383 (tel)212450"3383 (fax)

,. ******-***************'****From:' • [mailto' •Sent: Saturday, March 28, 2009 5:26PMTo: 'Sarah.Dahlgren@ny.frb'wllllam.m·· "Ce:SOble :

@ey.com; Chase, Beverly Fanger; James, Ethan T.;James.Hennessy@ny.frb.org

(b) (6)

Enclos.edis our state of play on the incentive d"ta: PleaSe seethe. not~ belOw"oVides a summary of what ismissmg. Please pass th,s along to whomever 1missed on the d,stnbubon list.

(b) (6)

Attached is the latest bonus data we h,weavailable. Ilimoludes. DaWn's Non-qualified information.

Th.e report includes both the March 23 to ME'Y 31 and the JUne. 1 to December 31 periods. The June to December is notcomplete "s we only reqUired the first period details. If you prefer to only send the March to M"y period let me know and Iwill modify the file.

No weekly payment sch",dule.s are irjcluded nor is theSqmmery as w'" did not get Dawn's data untillate intheday. AlSO,as we di.scussed at "bout 6pm I"st evening, we will need to modify the format of the summary to only include true bonusprog",msin theSinall, medium "nd I"rge plan groupings. We will keep the N Qual Md Retention in their unique bucketsand ad hoc type programs such as sign on and counter offers, etc in a unique bucket as well.

T000370

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

T000371

McCarthy. Mary (Contractor)

From:Sent:To:Cc:

Subject:

Hsu, MichaelSaturday, March 28, 200911:40 PM'marshall,huebner@dpw,com'; 'beverly,chase@dpw,com''ethan,james@dpw,com'; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconi,KrlstenDisabledRe: Call tomorrow?

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

From: Huebner, Marshall S,To: Hsu, Michael; Chase, Beverly FangerCC: James, Ethan T. ; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconi, KristenSent: Sat Mar 2821:11:122009SUbject: Re: call tomorrow?

Happy to do a call tomorrow,

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

Shall we do morning or eve?

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

From: MichaeI.Hsu@do.treas.govTo: Chase, Beverly Fanger; Huebner, Marshall S.CC: James, Ethan T.; Ian.SoJomon@do.treas.gov ; Stephen.Albrecht@do.treas,gov ; Ronald.Feriazzo@do.treas.gov ;KrlstenJaconi@do.treas.govSent: Sat Mar 28 18:27:362009Subject: Call tomorrow?

Marshall and Beverly,

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

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

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

Thanks,-mike

From: Chase, Beverly FangerTo: Albrecht, stephen; Hsu, MichaelCc: 'James.Hennessy@ny.frb.org' ; Sarah Dahlgren; Huebner, Marshall S. ; James, Ethan T. ; Wright, John T.Sent: Sat Mar 28 17:49:382009Sub'ect: ARNING: MESSAGE ENCRYPTED FW: Current Bonus Details

(b) (5)

T000372

To ensure compliance with requirements i111posed by the IRS, we inform you that, unless expliCitly providedotherwise,arty U.S. federal tax advice contained in this. corrmlUniCation (including any attilchments) is notintended or written to be used, and cannot be used, for the purpose of(i) avoiding penalties under the InternalRevenue Code or (ii) promoting, marketing or reconmlending to another party any transaction or matteraddressed herein.*************************Beverly F. ChaseDavis Polk & Wardwell450 LexiJ:)gton AvenueNew York, New York 10017chase@dpw.com (email)212-450-4383 (tel)212-450-3383 (fax)**'***********************

From:' • [mailto @aig.com]Sent:Saturd<JY, March 2$, 2009 5:26 PMTo: 'Sarah.Dahlgren@nyJrb '. martha.cook@ey.com; Chase, Beverly Fanger; James, Eth<Jn T.;'.WiII_m' James.Hennassy@ny.frb.orgCc: • (b) (6)Subject: FW: Current Bonus

Enclosed is out state of play on the incentive data. Ple.ase see the note belOWjU'rOVideS a swmmary of what ismissing. Please pass this along to whomever I missed on the dis.tribution list.

(b) (6)

Attached is the latest bonus data we have available. Itihcludes Dawn's Non.qualified infOrmation.

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

No weekly payment schedwles are inclwded nor is the summary as we did not getDawn's data unlillate in the day. Also,as we discussed at about 6pm last evening, we will need to modify the format of the swmmary to only inclwde true bonusprograms in the small. mediUm and large plan groupings. We will keep the N Qwal and Retention in their wnique bwcketsand ad hoc tyPe programs swchas sign on and counter offers. etc ina unique bucket as well.

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

T000373

McCarthy, Mary (Contractor)

From:Sent:To:Cc:Subject:

Will do.

Hsu, MichaelSaturday, March 28, 2009 11 :39 PMSolomon, Ian; Ferlazzo, Ronald; Jaconi, Kristen; Albrecht, StephenFItzpayne, AlastairRe: Call tomorrow?

You have their emalls right? Can include them on the invite.

From: Solomon, IanTo: Ferlazzo, Ronald; Jaconl, Kristen; Albrecht, StephenCc: Hsu, Michael; Fitzpayne, AlastairSent: Sat Mar 28 23:37:33 2009Subject: Re: call tomorrow?

Great. 8:30 pm Sunday. I will send around a memo to discuss beforehand. I will also send around a call-in number. (COS# available, AI?). Mike, can you let Marshall and Beverly know the lime?

From: Ferlazzo, RonaldTo: Solomon, Ian; Jaconl, Kristen; Albrecht, Stephence: Hsu, Michael; Fltzpayne, AlastairSent: Sat Mar 28 23:33:03 2009Subject: Re: call tomorrow?

Works for me

From: Solomon, IanTo: Jaconl, Kristen; Albrecht, Stephen; Ferlazzo, Ronald.Cc: Hsu, Michael; FItzpayne, AlastairSent: Sat Mar 28 23: 12:42 2009SUbject: Re: Call tomorrow?

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

---- ._,---_..__.._--,._.From: Jaconl, KristenTo: Solomon, Ian; Albrecht, StephenCc: Hsu, Michael; Fitzpayne, AlastairSent: sat Mar 28 23:04:49 2009Subject: Re: call tomorrow?

-----._---_._-

If it were In the evening, I could do 8: 15 pm EST Dr later_ Please email me tonight if the call is to be al1 0:30 am EST.Again, it may be helpful to have Ron Ferlazzo on the call as he is lhe exec comp deal lawyer. Thank you, Kristen

From: Solomon, IanTo: Albrecht, Stephen; Jaconi, KristenCc: Hsu, Michael; Fitzpayne, Alastair

T000374

Sent: Sat Mar 28 21:15:25 2009SUbject: Fw: caB tomorrow?

Steve end Kristen, ideaBy one or both of you couid make the caii. Would 10:30 am ET or after 6 pm ET be better? What'sbetter for you, Mike? Also, I'm inclined to keep it a Treasury call unless one of you feel strongly that frbny needs to be on.

From: Huebner, MarshaB S.To: Hsu, Michael; Chase, Beverly FangerCc: James, Ethan T. ; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconi, KristenSent: Sat Mar 28 21:11:122009Subject: Re: call tomorrow?

Happy to do a call tomorrow.

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

Shall we do morning or eve?

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

-_.'------",,-'-•..-.-'-'.•-'_.~--,From: Michael.Hsu@do.treas.govTo: Chase, Beverly Fanger; Huebner, Marshall S.Cc: James, Ethan T.; Ian.Solomon@do.treas.gov ; Stephen.Albrecht@do.treas.gov ; Ronald.Ferlazzo@do.treas.gov ;Kristen.Jaconi@do.treas.govSent: Sat Mar 28 18:27:36 2009Subject: Call tomorrow?

Marshall and Beverly,

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

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

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

Thanks,-mike

From: Chase, Beverly FangerTo: Albrecht, Stephen; Hsu, MichaelCc: 'James.Hennessy@ny.frb,org' ; Sarah Dahlgren; Huebner, Marshall S. ; James, Ethan T. ; Wright, John T.Sent: Sat Mar 28 17:49:38 2009Sub'ect: WARNING: MESSAGE ENCRYPTED FW: Current Bonus Details

T000375

To ensure compliance with requiren1ents imposed by the IRS, we inform you that, unless explicitly providedotherwise, any U.S. federal taxlldvice Gontllined in this comn1\lnication (indudfug any attachments)is notintended or written to be used, and c.annot be used, for the purpose 9f(i) avoiding penalties under theInternalRevenue Code or (ii) promoting, marketing or recommending to another paliy any transaGtion or matteraddressed herein. .*••**********************Beverly F. ChaseDavis Polk & Wardwell450 Lexington AvenueNew York, New York 10017chase@dpw.com (email)212-45Q-4383 (tel)212-450-3:583 (fax)*************************

(b) (6)· ,Frain: [mailtoSent: Saturday, March 28, 2009 5:26 PMT(): 'Sarah.Dahlgren@ny.fr!:l. '.'william.mur h 5@ .cOm';Cc:Subject: fIN: Current BonUs Det

@aig.cOm]

ey.com; Chase, Beverly Fanger; James, Ethan T.;James,Hennessy@hy.frb.org) (6)

EnClOs$d Isourstate of play Oh thE! IncentivE! data. Please see the note bE!ldW.iirOVides a summary of what ismissing. Please pass this along to Whomever I missed on the distribution list •

,__..".";"';'-"'·M""'~""'''''-''''-''''''('''''-'-'''-·~"'''''''_;'',,,,,,-,,,,,-~,,,,,~~~ ,,,,,,,,~,,,,,~;,,~,",,.,o.;.,~.,...;.,~,,,,;.~,,.;,,,,,.;.;,,.;.., .....;,,,..~_.,,,,,-.;...,,, ",,,,-:;,~,;,;,..,,,,,

Attached is the latest bOhUS data We have available.. It inCludes Dawn's Non-qualified information.

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

No weekly payment schedules are included nor is the summary aswe did not get Dawn's data untillaie in the day. Also,as we discussed at about6pn1lastevehing, we will need to modify the form"t of the summary toohly include true bonusprograms in.the small, medium and large plan \lroupings. We will keep the N Qual and Retention in their unique bucketsand ad hoc type programs such as sign on and counter offers, etc in a unique bucket "S well.

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

T000376

McCarthy, Mary (Contractor)

From:Sent:To:Cc:Subject:

Solomon, IanSaturday, March 28, 2009 11 :38 PMFerlazzo, Ronald; Jaconi, Kristen; Albrecht, StephenHsu, Michael; Fitzpayne, AlastairRe: Call tomorrow?

Great. 8:30 pm Sunday. I will send around a memo to discuss beforehand. I will also send around a call·in number. (COS# available, AI?). Mike, can you let Marshall and Beverly know the time?

From: Ferlazzo, RonaldTo: Solomon, Ian; Jaconi, Kristen; Albrecht, StephenCc: Hsu, Michael; Fitzpayne, AlastairSent: Sat Mar 28 23:33:03 2009Subject: Re: call tomorrow?

Works for me

From: Solomon, IanTo: Jaconi, Kristen; Albrecht, Stephen; Ferlazzo, RonaldCc: Hsu, Michael; F1tzpayne, AlastairSent: Sat Mar 28 23:12:42 2009Subject: Re: Call tomorrow?

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

From: Jaconi, KristenTo: Solomon, Ian; Albrecht, StephenCc: Hsu, Michael; Frtzpayne, AlastairSent: Sat Mar 28 23:04:49 2009Subject: Re: call tomorrow?

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

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

Steve and Kristen, ideally one or both of you could make the call. Would 10:30 am ET or after 6 pm ET be better? What'sbetter for you, Mike? Also, I'm inclined to keep it a Treasury call unless one of you feel strongly that frbny needs to be on.

--_ -. ---'.From: Huebner, Marshall S.To: Hsu, Michael; Chase, Beverly FangerCc: James, Ethan T. ; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconl, Kristen

T0003??

Sent: Sat Mar 28 21:11:12 2009Subject: Re: Call tomorrow?

Happy to do a call tomorrow.

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

Shall we do morning or eve?

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

------------'------_._-_.._-From: MichaeI.Hsu@do.treas.govTo: Chase, Beverly Fanger; Huebner, Marshall S.cc: James, Ethan T.; Ian.Solomon@do.treas.gov ; Stephen.Albrecht@do.treas.gov ; Ronald.Ferlazzo@do.treas,gov ;Krlsten.Jaconi@do.treas.govSent: Sat Mar 28 18:27:36 2009Subject: Call tomorrow?

Marshall and Beverly,

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

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

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

Thanks,-mike

---.....--..,....,------From: Chase, Beverly FangerTo: Albrecht, Stephen; Hsu, MichaelCc: 'James.Hennessy@nyJrb.org' ; Sarah Dahlgren; Huebner, Marshall S. ; James, Ethan T. ; Wright, John T.Sent: Sat Mar 28 17:49:38 2009Sub'ect: WARNING: MESSAGE ENCRYPTED fW: Current Bonus Details

To ensure compliance with requirements imposed by the IRS, we inform you that, unless explicitly providedotherwise, any U.S. federal tax advice contained in this communication (including any attachments) is notintended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the InternalRevenue Code or (ii) promoting, marketing or recommending to anotller party any transaction or matteraddressed herein.*************************Beverly F. ChaseDavis Polk & Wardwell450 Lexington AvenueNew York, New York 10017

t000378

chase@dpw.com (email)212-450-4383 (tel)212-450-3383 (fax)*************************

@alg.com]

@ey.com; Chase, BeverlY Fanger; James; Ethan T.;James.Hennessy@nyJrb.org

(b) (6)

Enclo.s"d i~ our ~tate of plaY on the incentive data. Plea~e ~ee the notebelow~rovide~a~ummary of what i~mi~~ing, Plea~e pass this along to whomever I mis~ed on the di~tribution Ii~t. _

FromseJl_To: •Subject: CurrentBonus Details

Attached i~ the latest bonu~ data we have available. It includes DaWn'~ Non-qualified information.

The report inclUdes both the March 23 tOMay 31 and the June 1 to December 3.1 periods. The JUnfi to December is notcomplete as wfionly requirfid the first period details, If you prefer to only send the March to May Period let me know and Iwill modify the file.

No weekly payment schedules are included nor is the summary aswe did not get DaWn's data. until late> in the day, Also,a~ we discu~~edat about 6pm last evening, w'" will need 10 modify theforrnat of thfi ~ummary to <;mlyincludetri.le> bonu~program~ in the> ~mall, medium and largeplan grouph.,gs, \iVe will keep theN Qual and Re>t"ntion in th",iri.lnique bucketsand ad hoc type program~ such a~~ign on and counter offer~, etc in a unique l:iuci<et as well.

Lelme know if you need any modification to the attached.

T000379

McCarthy, Mary (Contractor)

From:Sent:To:Cc:Subject:

Works for me

Ferlazzo, RonaldSaturday, March 28,200911:33 PMSolomon, Ian; Jaconi, Kristen; Albrecht, StephenHsu, Michael; Filzpayne, AlastairRe: Call tomorrow?

From: Solomon, IanTo: Jaconi, Kristen; Albrecht, Stephen; Ferlazzo, RonaldCc: Hsu, Michael; Filzpayne, AlastairSent: Sat Mar 2823:12:422009Subject: Re: call tomorrow?

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

, From: Jaconi, KristenTo: Solomon, Ian; Albrecht, StephenCc: Hsu, Michael; Fitzpayne, AlastairSent: Sat Mar 28 23:04:49 2009Subject: Re: call tomorrow?

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

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

Steve and Kristen, ideally one or both of you could make the call. Would 10:30 am ET or after 6 pm ET be better? What'sbetter for you, Mike? Also, I'm inclined to keep it a Treasury call unless one of you feel strongly that frbny needs to be on.

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

Happy to do a call tomorrow.

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

Shall we do morning or eve?

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

T000380

From: Michae1.Hsu@do.treas.govT9: c:hase, Beverly Fahgeri Huebner, Marshall S.Cc: James, Ethan T.; lan.$olomon@do.treas.gov i Stephen.Albrecht@do.treas.go\{ ; Ronald.Ferlazzo@do.treas.gov ;Kristeh.JacOhi@do.treas.go\{Sent: Sat Mar 2:8 18:2:7:36 2:009Subject: call tomorrow?

Marshall and Beverly.

Ian Solomon (cc'd) is on the policy team at U$T He's been working on the camp iSSUe recentlywi Albrecht and others.

Can you be available? Or shouldwe shoot fora different lime?

Thanks,"mike

To ensure compliance withrequi~ements imposed by th(j IRS, We inform. you that,llnless eXplicitly providedotherwise, any U.S. fegeraltaxadvice cQntained in this comm\1nicatiQn (including any attachments) is notintended or written to bellsed, and cannot be used, for thepurpose of(i) avoidingpenalties under the InternalRevenue Code or (ii) promoting, marketing or recommending to another party any transaction or matteraddressedhetein..**** ******* **** ** *** **-***Beverly F. ChaseDavis Polk & Wardwell450 LexingtOh AvenueNew York, New york 10017chase@dpw.com (email)212A50A383 (tel)212A50-3383 (fax)*****••*****************~

@ey.comi Chase, Beverly Fanger; James, Ethan T.;James,Hennessy@ny.frb,org

(b) (6)

T00038I

Enclosed Is bur state of play on the incentive data. Please see the note beloWoVides a summary of what Ismissing. Please pass this along to whomever I missed on the distribution list,

To: iii •

Subject: Current Bonus Details

(b) (6)

Attached is the latestbonus datil we have i3Viliiable. It includes Dawn's Non-quaJified Information.

The reportinclUclel> both the Milrch 23 to MilY 31 ancl the June 1 to December 31 periods. The June to December is notcomplete as we only required the first period details. If you prefer to only send the March to May period let me knoW and IwiU modify the file.

No weekly paYment schedules are Include,d nor Is the summary as We did not get Dawn's data until late In the day. Also,as we disclJssed iltilbout (lpm last evening, we will need to modify the format of the summary to only Include true bonusprograms in, thesmali, medium and lilrge plan groupings. Wewill keep the N QUill and Ret€mtlon In their unique bucketsand ad hoc type progrilms such as "ign on and counter offers, etc In a unique bucket as Well.

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

T000382

McCarthy. Mary (Contractor)

From:Sent:To:Cc:Subject:

Fine by me.

Hsu, MichaelSaturday, March 28, 200911:17 PMSolomon, Ian; Jaconi, Kristen; Albrecht, Stephen; Ferlazzo, RonaldFitipayne, Alastair .Re: Call tomorrow?

From: Solomon, IanTo: Jaconi, Kristen; Albrecht, Stephen; Ferlazzo, RonaldCc: Hsu, Michael; Fitzpayne, AlastairSent: Sat Mar 28 23:12:42 2009Subject: Re: Call tomorrow?

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

From: Jaconi, KristenTo: Solomon, Ian; Albrecht, StephenCc: Hsu, Michael; Fitzpayne, AlastairSent: Sat Mar 28 23:04:49 2009SUbject: Re: Call tomorrow?

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

From: Solomon, IanTo: Albrecht, Stephen; Jaconi, KristenCc: Hsu, Michael; Fitzpayne, AlastairSent: Sat Mar 28 21:15:252009.Subject: Fw: Call tomorrow?

Steve and Kristen, ideally one.or both of you could make the cail. Would 10:30 am ET or after 6 pm ET be better? Whafsbetter for you,Mike? Also, I'm inclined to keep it a Treasury call unless one of you feel strongly that frbny needs to be on.

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

Happy to do a call tomorrow.

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

Shall we do morning or eve?

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

T000383

From: Michael.Hsu@do.treas.\jovTo: Chase, Beverly Fanger; Huebner, Marshail S.Cc: Jarnes, EthanT.; Ian.Solomon@dMreas.gov ; Stephen.Albrectlt@do.treas.gov ; Ronald.Ferlazzo@do.treas.gov ;Kristen.Jaconi@do.treas.govSent: Sat Mar 28 18:27:36 2009SUbject: Call tomorrow?

Marshall and Beveny,

Ian SolOmon (ee'd) is on the policy team at UST. He's been working on the comp issue recently wI Albrecht and others.

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

Thanks,-mike

From: Chase, BeVerly Fan\jerTo: Albredlt, Stepheni Hsu,MichaelCc: 'Jarnes.Hennessy@nyJrb.org' ; Sarah Dahlgren; Huebner, Marshall S. ; James, Ethan T.; Wright, John T.Sent; Sat Mar2817:49:3.8 200~Sub'ecl: WARNING: MESSAGE EiNCRYPTED FW: Current Bon4s Details

To ensure cornpliance with requirements imposed by theIRS, we infonnyou that, unless ex.plicitlyprovidedotherwise, any U.S. federal tax advice contained in this comnlUnication (including any attachments) is notintended or written to be used, and cannot be used, for the purpose of (i) avoiding.penalties under the InternalRevenue Code or (ii) promoting, marketing or recommending to another party any transaction or Inatteraddressed herein. .*************************Beverly:p. ChaseDavis Polk& Wardwell450 Lexington AverlUeNew York, New York 10017chase@dpw.com (email)212.450-4383 (tel)2IH50-3~83 (fax)*************************

J

@ey.com; Chase; Beverly Fanger; James, Ethan T.;James,HenllessY@hy.frb.org

(b) (6)

From [mallto· •Sent: Saturday, March 28, 2009 5:26 PMTo; 'Sarah.Dahlgren@nyJrb.or'william.mur h .05@e .coCc:Subject:FW: Current BOhus' e ails

T000384

Enclosed is our st.ate of piay on the incentive data, Please see the note below_ovides a summary of what ismissing. Please pass this along to whomever I missed on the distribution list. .

(b) (6)

FromSent:To:' •Subject: Current Bonus Details

(b)(6)' '4 .

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

The report includes both the March 23 to M<jy 31 and t~e June 1 to becem.ber31 periods. Tile ,June toDecember Is notcomplet", as we only required the first period details, If you prefer to only send the March to May period lelme know and Iwill modify the file.

No weekly payment schedules are included m)r is the summary aswe did norget Dawn's data until late In the day. Also,as we discusted at about 6pm last eyening; we will need to modify the format of the summary to onlyinclude true bonusprograms in the small, .medium and large plan groupings. We will keep the N Qual and Retention in their unique bucketsand ad hoc type programs such as sign on and counteroffers, etc in a unique bucket as well.

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

T000385

McCarthy. Mary (Contractor)

From:Sent:To:Cc:Subject:

Solomon, IanSaturday, March 28, 200911:13 PMJaconi, Kristen; Albrecht, Stephen; Ferlazzo, RonaldHsu, Michael; Fitzpayne, AlastairRe: Call tomorrow?

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

-----_._---_._-------._--------------_.From: Jaconi, KristenTo: Solomon, Ian; Albrecht, StephenCc: Hsu, Michael; Fitzpayne, AlastairSent: Sat Mar 28 23:04:49 2009Subject: Re: call tomorrow?

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

From: Solomon, IanTo: Albrecht, Stephen; Jaconi, KristenCc: Hsu, Michael; Fitzpayne, AlastairSent: Sat Mar 28 21:15:252009Subject: Fw: Call tomorrow?

Steve and Kristen, Ideally one or both of you could make the call. Would 10:30 am ET or after 6 pm ET be better? What'sbetter for you, Mike? Also, I'm inclined to keep it a Treasury call unless one of you feel strongly that frbny needs to be on.

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

Happy to do a call tomorrow.

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

Shall we do morning or eve?

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

From: MichaeI.Hsu@do.treas.govTo: Chase, Beverly Fanger; Huebner, Marshall S.Cc: James, Ethan T.; Ian.Solomon@do.treas.gov ; Stephen.Albrecht@do.treas.gov ; Ronald.Ferlazzo@do.treas.gov ;KrlstenJaconi@do.treas.govSent: Sat Mar 28 18:27:36 2009Subject: call tomorrow?

Marshall and Beverly,

T000386

lan Solomon (cn'd) Is on the policy leam at UST He's been working on the camp issue recentlyw/ Albrecht and others.

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

Thanks,-mike

From: Chase, Beverly FangerTo: Albrecht, Stephen; Hsu, MichaelCc: 'JamesJlennessy@ny.frb.org' ; Sarah Dahlgren; Huebner, Marshall S. ; James, Ethan T. ; Wright, John T.Sent: Sat Maq8.17:49:~8.2009Slib'etl:: WARNING: MESSAGEENC\<'YPTEp r=w: Current BOnus Details

To ensure coinpliancewith requirements imposed by the IRS, we ihform you that, unless explicitly providedotherwise, any U.S. federal tax advice contained in this communication (including any attachments) is notintended or written to be used, and cannotbe used, for the plltposeof{i) avoidijlg penalties tmderthe InternalRevenue Code or (ii) promoting, marketing or recommending to another party any transaction or matteraddressed herein.*************************Beverly F. ChaseDavis Polk & Wardwell450 Lexington AvenueNew¥ork,New ¥orkI0017chase@dpw.com (eniail)212-450-4383 (tel)212-450-3383 (fax)*************************

From: [mailto' • @aig.com]Sent: Saturday, Marcil ;18, 20b95:26PMTo: 'Sarah.Pahlgren@ny.frb.o ,. martha.cook@ey.com; Chase, Beverly Fanger; James, Ethan T.;'wi . Jarn~.Hennessy@ny.frb.org

CC (b) (6)Su

Enclosed is our state 01 play on the incentive dala. Please see the note below which provides a summary of What ismissing; Please pass this along to Whomever Imissed on lhe distribution list..-

(b) (6)

T000387

(b) (6)

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

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

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

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

T000388

McCarthy. Mary (Contractor)

From:Sent:To:Cc:Subject:

Jaconi, KristenSaturday, March 28, 2009 11 :05 PMSolomon, Ian; Albrecht, StephenHsu, Michaei; Fitzpayne, AlastairRe: Call tomorrow?

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

.._-------_._._--From: Solomon, IanTo: Albrecht, Stephen; Jaconi, KristenCc: Hsu, Michael; Fitzpayne, AlastairSent: Sat Mar 28 21:15:252009Subject: Fw: Call tomorrow?

Steve and Kristen, ideally one or both of you could make the call. Would 10:30 Bm ET or after 6 pm ET be better? What'sbetter for you, Mike? Also, I'm inclined to keep It a Treasury call unless one of you feel strongly that frbny needs to be on.

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

Happy to do a call tomorrow.

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

Shall we do morning or eve?

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

From: MlchaeI.Hsu@do.treas.govTo: Chase, Beverly Fanger; Huebner, Marshall S.Cc: James, Ethan T.; Ian.Solomon@do.treas.gov ; Stephen.Albrecht@do.treas.gov ; Ronald.Ferlazzo@do.treas.gov ;Kristen.Jaconl@do.treas.govSent: Sat Mar 28 18:27:36 2009Subject: Call tomorrow?

Marshall and Beverly,

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

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

Can you be available? Or shOUld we shoot for a different lime?

Thanks,-mike

T000389

To ensure compliance with requirements hnP9sed by the IRS, we informyou that,unless \'xplicitly providedotherwise, any U.S, federal tax advice contained in this communication(inchiding any attaclunents) is notintended or written to be used, and cannotbe used, for the purpose of (i) avoidingpenalties under the InternalRevenue Code or (ii) promoting, marketing or recommei1ding to another pm1y any transaction 9r matteraddressed herein. .*.~**.*******************

Beverly F. Chas\,Davis Polk & Wardwell450 Lexington AvenueNeW-York, New York 10017chase@dpw.com (email)212A50·43~3 (tel)212·450·3383 (fax)************************~

~~~~;~ ~~;~6~~::~~:·;:'~·'@;i~:~;~J-·---·--········-----·-·--- ..-.- - ----.To: 'Sarah.Dahlgren@nyJrb. @ey.com; Chase, Beverly F1lnger; James, Ethan T.;'williarn.rnu .5@e ..com' James.Hennessy@l1yJrb.orgCc: (:0)( 6)Subject: FW; CUrrent Bonus Details

Enclosed is our state of playDn theincenllve data. Please see the note belOW_WhiChrovides a summary Of What ismissing. Please pass this along to whomever I missed on the distribution list

(h) (6)

Fromsen~.. attirda.· •March 2(>, 20Q911:Q4AMTo: • .• . .... . .. . .Subject: Current Bonus Details

Attached is the late"f bonus d1;,ta we have avaiiable. llincludes Dawn's Non-qualified information.

The report inclUdes both the March 23 to May 31 and the June 1 to December 31 periods. The June to December is notcomplete a" we only reqUired the flr"t periOd detail". If you prefer to only "end the March to May period let me know and IVViIi modify the file.

No weekly payment schedules are included nor i" the summary as we did not get Dawn'" data until late in the day, AI"o,as we discussed at about6prn last evening, weliVili need to modify the format of the summary to only include true bonus

T000390

programs in the small, medium and large plan groupings. We will keep the N Qual and Retention in their unique bucketsand ad hoc type programs such as sign on and counter offers, etc in a unique bucket as well.

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

T000391

McCarthy. Mary (Contractor)

From:Sent:To:Cc:Subject:

Hsu, MichaelSaturday, March 28, 2009 9:29 PMSolomon, Ian; Albrecht, Stephen; Jaconi, KristenFltzpayne, AlastairRe: Call tomorrow?

Keep it to just us with the understanding that frbny will be informed.

I'm flexible.

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

Steve and Kristen, ideally one or both of you could make the call. Would 10:30 am ET or after 6 pm ET be better? What'sbetter for you, Mike? Also, I'm inclined to keep it a Treasury call unless one of you feel strongly that frbny needs to be on.

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

Happy to do a call tomorrow.

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

Shall we do moming or eve?

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

--_._-------

--_._-------.----From: MichaeI.Hsu@do.treas.govTo: Chase, Beverly Fanger; Huebner, Marshall S,ec: James, Ethan T.; Ian.Solomon@do.treas.gov ; Stephen.Albrecht@do.treas.gov ; Ronald.Ferlazzo@do.treas.gov ;KristenJaconl@do.treas.govSent: Sat Mar 28 18;27:36 2009Subject: Call tomorrow?

Marshall and Beverly,

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

We would like to have a call sometime tomorrow.. erha s around noon or 1 m .. to discuss •

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

Thanks,-mike

T000392

From: Chase, Beverly FangerTo: Albrecht, Stephen; Hsu, MichaelCc: 'James.Hennessy@ny.frb.org' ; Sarah Dahlgren; Huebner, Marshall S. ; James, Ethan T. ; Wright, John T.Sent: Sat Mar 2817:49:382009Sub'ect: ARNING : MESSAGE ENCRYPTED FW: Current Bonus Details

To ensure compliance with requirements imposed by the IRS, we infonn you that, unless explicitly providedotherwise, any U.S. federal tax advice contained in this communication (including any attachments) is notintended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the InternalRevenue Code or (ii) promoting, marketing or recommending to another party any transaction or matteraddressed herein.*************************Beverly F. ChaseDavis Polk & Wardwell450 Lexington AvenueNew York, New York 10017chase@dpw,com (email)212-450-4383 (tel)212-450-3383 (fax)*******************~*****

@ey,com; Chase, Beverly Fanger; James, Ethan T.;Ja'mes.Hennessy@ny.frb.org

(b) (6)

From:~[mail~@aig.com]Sent: Saturday, March 28, 2009 5:26 PMTo: 'Sarah.Dahlgren@ny.frb. ''william,mur hOe .com'CSubject: FW: Current Bonus Details

Enclosed is our state of play on the incentive data, Please see the note belo~rovides a summary of what ismissing, Please pass this along to whomever I missed on the distribution IIst_

FfomllllllllllllSent: Saturda March 28 2009 11:04 AMTo:" ..Subject: Current Bonus Details

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

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

No weekly payment schedules are included nor is the summary as we did not get Dawn's data until late in the day, Aiso,as we discussed at about 6pm last evening, we will need to modify the format of the summary to only include true bonus

T000393

programs In the small, medium and large plan groupings. We will keep the N Qual and Retention In their unique bucketsand ad hoc type programs such as sign on and counter offers, etc In a unique bucket as well.

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

T000394

McCarthy. Mary (Contractor)

From:Sent:To:Cc:SUbject:

Solomon, IanSaturday, March 28, 2009 9:15 PMAlbrecht, Stephen; Jaconi, KristenHsu, Michael; Fitzpayne, AlastairFw: Call tomorrow?

Steve and Kristen, ideally one or both of you could make the call. Would 10:30 am ET or after 6 pm ET be better? What'sbetter for you, Mike? Also, I'm Inclined to keep it a Treasury call unless one of you feel strongly that frbny needs to be on.

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

Happy to do a call tomorrow.

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

Shall we do morning or eve?

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

From: MichaeI.Hsu@do.treas.govTo: Chase, Beverly Fanger; Huebner, Marshall S.Cc: James, Ethan T.; Ian.5olomon@do.treas.gov ; Stephen.Albrecht@do.treas.gov ; Ronald.Ferlazzo@do.treas.gov ;Kristen.Jaconi@do.treas.govSent: Sat Mar 28 18:27:36 2009Subject: Call tomorrow?

Marshall and Beverly,

Ian Solomon (cc'd) is on the policy team at UST. He's been working on the comp issue recentiy wi Aibrecht and others.

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

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

Thanks,-mike

From: Chase, Beverly FangerTo: Albrecht, Stephen; Hsu, MichaelCc: 'James.Hennessy@ny.frb.org' ; Sarah Dahlgren; Huebner, Marshall S. ; James, Ethan T. ; Wright, John T.Sent: Sat Mar 28 17:49:38 2009Sub-ect: WARNING: MESSAGE ENCRYPTED FW: Current Bonus Details

T000395

To ensure compliance with requirements imposed by the IRS, we infoml you that, unless explicitly providedotherwise, any U.S. federal tax advice contained in this communication (including any attachments) is notintended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the InternalRevenue Code or (ii) promoting, marketing or reeommending to another party any transaetion or matteraddressed herein.*************************Beverly F. ChaseDavis Polk & Wardwell450 Lexington AvenueNew York, New York 10017ehase@dpw.com (email)212-450-4383 (tel)212-450-3383 (fax)*************************

ey.com; Chase, Beverly Fanger; James, Ethan T.;ames.Hennessy@ny.frb,orgb) (6)

__ ~"~, ..""",...""".",,,,,,.,"""'""',·b,,~,,, ..,.. ,.,,,,,.....~'.~....'".,.,.,.«,".',.,~" •.'"•.."','".~~,,,. ,,,,,,,,,,,,,,\,,,.,,,~.,,,~ ..,,.•...•<>,,,,,,",,,,,,",~ ,.".·.,_".""y"."".""~,_.v,'·"'~~.·"u,.,· ...·",,,,~,.,,, , .• ,.,.~,,",.-......<~, .•,., ••,~," .~,~__.,_> ,'_'~~"""'~".~~ __'_"'__'~From-, [mail~@alg.com]Sent: saturday, March 28, 2009 5:26 PMTo: 'Sarah.Dahlgren@nyJrb.'willlam.mur h com"Cc:SUbJe :

Enclosed Is our state of play on the Incentive data. Please see the note belo~ovides a summary of what Ismissing. Please pass this along to whomever I missed on the distribution IIst._

(b) (6)

From:,-Sent: saturda March 28 2009 11:04 AMToSUbject: Current Bonus Details

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

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

No weekly payment schedules are included nor is the summary as we did not get Dawn's data until late in the day. Also,as we discussed at about 6pm last evening, we will need to mOclify the format of the summary to only include true bonusprograms In the small, medium and large plan groupings. We will keep the N Qual and Retention In their unique buckets

.and ad hoc type programs such as sign on and counter offers, etc in a unique bucket as well.

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

1000396

McCarthy. Mary (Contractor)

From:Sent:To:Cc:SUbject:

Huebner, Marshall S. [marshall.huebner@dpw.com]Saturday, March 28, 2009 9:11 PMHsu, Michael; Chase, Beverly FangerJames, Ethan T.; Solomon, Ian; Albrecht, Stephen: Ferlazzo, Ronald; Jaconi, KristenDisabledRe: Call tomorrow?

Happy to do a call tomorrow.

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

Shall we do morning or eve?

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

From: Michael.Hsu@do.treas.govTo: Chase, Beverly Fanger; Huebner, Marshall S.Cc: James, Ethan T.; Ian.Solomon@do.treas.gov ; Stephen.Albrecht@do.treas.gov ; Ronald.Ferlazzo@do.treas.gov ;Kristen.Jaconl@do.treas.govSent: Sat Mar 28 18:27:36 2009SUbject: Call tomorrow?

Marshall and Beverly,

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

We would like to have a call sometime tomorrow - erba s around noon or 1 m - to discuss •

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

Thanks,-mike

From: Chase, Beverly FangerTo: Albrecht, Stephen; Hsu, MichaelCc: 'James.Hennessy@nyJrb.org' ; Sarah Dahlgren; Huebner, Marshall S. ; James, Ethan T. ; Wright, John T.Sent: Sat Mar 28 17:49:382009Sub'ect: WARNING: MESSAGE ENCRYPTED FW: Current Bonus Details

To ensure compliance with requirements imposed by the IRS, we inform you that, unless explicitly provided.otherwise, any U.S. federal tax advice contained in this communication (including any attachments) is notintended or written to be used, and cannot be used, for the purpose of 0) avoiding penalties under the InternalRevenue Code or Oi) promoting, marketing or recommending to another party any transaction or matteraddressed herein,

T000397

*************************Beverly F. ChaseDavis Polk & Wardwell450 Lexington AvenueNew York, New York 10017chase@dpw.com (email)212-450-4383 (tel)212-450-3383 (fax)*************************

From: . [mail~@aig.tomJSent: Saturday, March 28, 2009 5:26 PM .To: 'Sarah.Dahlgren@ny.frb. @ey.com; Chase, Beverly Fanger; James, Ethan T.;'william.mur h 05@e .com'; JameS.Hehnessy@nyJrb.orgCc: (b) (6)Subject: FW: urrent onus

Ehclose(i is out state of play on the incentive data..Please see the note below_ovides a summary of what ismissing. Please PflSS this along to whomever I missed on the distribution list • •

Attached is the latest bonus datfl we have available. ltincludes Dawn's Non..qualified infOrmation.

The report includes both the Mflrch 23 to May 31 and the Juhe.1 to December 31 p~riods. The Jun", to De<::ember is notcomplet", as we only require(ithe first period details. If you prefer to only send the March to May period letme knOW and Iwnt modify the file.

No weekly pflymentschedules are inclu(ie(inor is the summary as we did not get paWn's.dflta untillatein the dflY. Also.flS we disCUssed at about 6pm last evening, we will need to modify the formatofthe summary to only include true bonusprograms in the smflll, mediumahd large plan groupings, We Will keep the NQUai anti Retention in their Unique bUcketsand fld hoc type progrflmS such as sign on and counter offers. etc in fl unique bucket flS well.

Let me know if you need flny modificfltion to the flttached.

T000398

McCarthy. Mary (Contractor)

From:Sent:To:Cc:Subject:

Huebner, Marshall S. [marshall.huebner@dpw.comjSaturday, March 28, 2009 9: 11 PMHsu, Michael; Chase, Beverly FangerJames, Ethan T.; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconi, KristenDlsabled .Re: Call tomorrow?

Happy to do a call tomorrow.

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

Shall we do moming or eve?

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

From:MichaeI.Hsu@do,treas.govTo: Chase, Beverly Fanger; Huebner, Marshall S. .Cc: James, Ethan T.; Ian.Solomon@do.treas.gov ; Stephen.Albrecht@do.treas.gov ; Ronald.Ferlazzo@do.treas.gov ;KristenJaconi@do.treas.govSent: Sat Mar 28 18:27:36 2009Subject: call tomorrow?

Marshall and Beverly,

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

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

Thanks,-mike

From: Chase, Beverly FangerTo: Albrecht, Stephen; Hsu, MichaelCc: 'James.Hennessy@nyJrb.org' ; Sarah Dahlgren; Huebner, Marshall S. ; James, Ethan T. ; Wright, John T.Sent: Sat Mar 28 17:49:38 2009 .Sub"ect: WARNING: MESSAGE ENCRYPTED FW: Current Bonus Details

To ensure compliance with requirements imposed by the IRS, we inform you that, unless explicitly providedotherwise, any U.S. federal tax advice contained in this communication (including any attachments) is notintended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the InternalRevenue Code or (ii) promoting, marketing or recommending to another party any transaction or matteraddressed herein.

T000399

--_.._-_._----

*************************Beverly F. ChaseDavis Polk & Wardwell450 Lexington AvenueNew York, New York 10017chase@dpw.com (email)212-450-4383 (tel)212-450-3383 (fax)*************************

(b) (6) ~~~:_~w:I~~===;;::~;;::-- .. ai;-;~T(bT(6 ;--._.__._. __._._ ...._.._--.._.-.~ .._._..._..TO): 'Sarah,Dahlgren@ny.frb. @ey.com; Chas!", Bev!"rly Fanger; James, Ethan T.;'willi mu h 0 . James.Henn~ssy@ny.frb.org

(b) (6)ee ( ) (6)SUI»ec :

Enclosed Is our state of play on the incentive data. Please seethe noteblllO.hiChrovides a summary of what ismissing. Please pass this along to whomever ImisSlld on the distribution list.

(

---~~... -._._._-FY()m: (0) (6)s.e_TO) (0) (6)Subject: Current Bonus Details

__ (0)(6)

AttachediS the latestbonus data We have available. It includes Dawn's Non-qualified information.

The report includes both the March 23 to May 31 and the June 1. to December 31 periods. The June to December is not.complete as we only required the first period details. If you prefer to only send the March to MaY period let me ~now and Iwill modify the file.

No weekly payment schedules are included norls the summary as we did not get Dawn'3data uritillate In the day. Also,as we discussed at about 6pmlast evening, We will need to modify the. format of the summary to only include true bOnUSprograms in the small, medium and largeplangroupJngs. We will keep. the N Qual and R.etention in their unique bucketsand ad hoc type programs such as sign on and counter offers, etc ina unique bucket as well.

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

T000400

McCarthy. Mary (Contractor)

From:Sent:To:Cc:Subject:

Chase, Beverly Fanger [beverly.chase@dpw.com]Saturday, March 28, 2009 6:38 PMHsu, Michael; Huebner, Marshall S.James, Ethan T.; Solomon, Ian; Albrecht, Stephen; Ferlazzo, Ronald; Jaconi, KristenDisabledRE: Call tomorrow?

Works for me. I can be flexible tomorrow.

To ensure compliance with requirements imposed by the IRS, we inform you that, unless explicitly providedotherwise, any U.S. federal tax advice contained in this communication (including any attachments) is notintended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the InternalRevenue Code or (ii) promoting, marketing or recommending to another party any transaction or matteraddressed herein.*******************~*****

Beverly F. ChaseDavis Polk & Wardwell450 Lexington AvenueNew York, New York 10017chase@dpw.com (email)212-450-4383 (tel)212A50-3383 (fax)*************************

From: Michael.Hsu@do.treas.gov [mailto:Michael.Hsu@do.treas.gov]Sent: Saturday, March 28, 2009 6:28 PMTo: Chase, Beverly Fanger; Huebner, Marshall S.Cc: James, Ethan T.; Ian.Solomon@do.treas.gov; Stephen.Albrecht@do.treas.gov; Ronald.Ferlazzo@do.treas.gov;KristenJaconi@do.treas.govSubject: Call tomorrow?

Marshall and Beverly,

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

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

Thanks,-mike

From: Chase, Beverly FangerTo: Albrecht, Stephen; Hsu, MichaelCc: 'James.Hennessy@nyJrb.org' ; Sarah Dahlgren; Huebner, Marshall S. ; James, Ethan T. ; Wright, John T.Sent: Sat Mar 28 17:49:382009Sub'ect: WARNING: MESSAGE ENCRYPTED

(b) (5)

T000401

T000085

Shaw. Karen (Contractor)

From:Sent:To:

SUbject:

Albrecht, StephenMonday, March 30, 2009 6:42 PM'Brown, Tristan'; Tackney, Stephen; 'Cooper, Elizabeth A'; Schaffer, Laurie; 'Lin, Grace C';Reeder, W ThomasRE: Exchange Agremeent Rider for Executive Compensation Provisions

Thanks Tristan - we're reviewing.

--._-"---"_.._-----"-""---------------From: Brown, Tristan [mailto:TBrown@stblaw.com]Sent: Monday, March 30, 2009 3:08 PMTo: Tackney, Stephen; Cooper, Elizabeth A; Schaffer, Laurie; Lin, Grace C; Albrecht, Stephen; Reeder, W ThomasSubject: Exchange Agremeent Rider for Executive Compensation Provisions

Steve A:

Best Regards

Tristan

Tristan BrownSimpson Thacher & Bartlett LLP2550 Hanover St.Palo Alto, California 94304

Tel: (650) 251-5140Fax: (650) 251-5002tbrown@stblaw.com

IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any taxadvice contained in this communication (including any attachments) was not intended or written to be used, and cannot beused, for the purpose of (i) avoiding tax-related penalties under federal, state or local tax law or (iI) promoting, marketingor recommending to another party any transaction or matter addressed herein.

T000086

«(11579883L(4LTreasury_ Exchange Agreement - Exec Comp Rider.DOC» «DVComparison_Active_11579883_1­Active_11579883_4.rtf»