The Virginia Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. is a comprehensive compensation program designed specifically for directors of the company operating in the state of Virginia. This plan aims to provide additional incentives to directors by granting them stock appreciation rights (SARS). Under this plan, participating directors have the opportunity to benefit from the increase in the value of the company's stock over a predetermined period of time. SARS essentially give the directors the right to receive the excess value of the company's stock price at the grant date, compared to its price at the exercise date. The Virginia Directors Stock Appreciation Rights Plan is tailored to meet the specific needs and requirements of directors serving in Virginia. Directors who are part of this plan can choose to receive the appreciation amount in cash, shares of stock, or a combination of both, as determined by the company's board of directors. One type of Virginia Directors Stock Appreciation Rights Plan offered by American Annuity Group, Inc. is a performance-based plan. This type of plan sets targets and goals that must be achieved in order for the directors to be eligible for the stock appreciation rights. These targets and goals may be related to the company's financial performance, market share, or other predetermined metrics. Another type of plan offered by American Annuity Group, Inc. may be a time-based plan, where directors become eligible for the stock appreciation rights after a specified period of time, typically years, of service on the board of directors. Key factors considered in granting stock appreciation rights include the director's level of contribution to the company, leadership abilities, and overall performance. This plan serves as a key tool in attracting and retaining talented individuals to serve on the board of directors, aligning their interests with those of the shareholders and the company's long-term growth objectives. In summary, the Virginia Directors Stock Appreciation Rights Plan of American Annuity Group, Inc. is a customized compensation program for directors in Virginia, offering them stock appreciation rights that can be exercised for financial gain. This plan serves as an important tool in attracting and retaining talented directors and aligns their interests with the company's growth objectives. By offering different types of plans, such as performance-based or time-based, American Annuity Group, Inc. can tailor the plan to suit the needs and goals of its directors.