UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

eTelecare Global Solutions, Inc.

 

(Name of Issuer)

Common Shares, Ph2.00 par value

(Title of Class of Securities)

29759R102

(CUSIP Number)

American International Group, Inc.
Kathleen E. Shannon
70 Pine Street, New York, New York 10270
Tel. No.: (212) 770-7000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

September 19, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. þ

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		29759R102

CUSIP No.		29759R102

CUSIP No.		29759R102

CUSIP No.		29759R102

CUSIP No.		29759R102

CUSIP No.		29759R102

CUSIP No.		29759R102

CUSIP No.		29759R102

     Item 1. Security and Issuer

     The class of equity securities to which this statement relates are the Common Shares of eTelecare Global Solutions, Inc., a corporation duly organized and existing under the laws of the Republic of the Philippines (the “Issuer”), with a par value of PhP2.00 per share (the “Shares”). The principal executive offices of the Issuer are located at 31st Floor, Cyberzone Building, Eastwood City, Cyberpark Bagumbayan, Quezon City, Philippines. The Shares were registered with the Securities and Exchange Commission (the “Commission) on March 27, 2007.

     Item 2. Identity and Background

     The names of the persons filing this statement are American International Group, Inc., Philippine American Life and General Insurance Company, AIG Life Holdings (International) LLC, American International Reinsurance Company, Ltd., American International Assurance Company (Bermuda) Limited, AIG Global Investment Corp. (Asia) Ltd., AIG Asian Opportunity Fund LP and AIG Asian Opportunity G.P., L.L.C. (collectively, the “Reporting Persons”). A copy of the Agreement of Joint Filing among the Reporting Persons, dated September 29, 2008, is attached hereto as Exhibit 2.01.

     American International Group, Inc. owns substantially all of the voting securities of Philippine American Life and General Insurance Company, a corporation organized under the laws of the Republic of the Philippines, and wholly owns AIG Life Holdings (International) LLC, a limited liability company organized under the laws of the State of Delaware. AIG Life Holdings (International) LLC wholly owns American International Reinsurance Company, Ltd., a limited liability company organized under the laws of Bermuda, which, in turn, wholly owns American International Assurance Company (Bermuda) Limited, a limited liability company organized under the laws of Bermuda, which, in turn, owns AIG Global Investment Corp. (Asia) Ltd., a limited liability company organized under the laws of Bermuda. AIG Global Investment Corp. (Asia) Ltd. owns substantially all of the voting securities of AIG Asian Opportunity G.P., L.L.C., a limited liability company organized under the laws of the Cayman Islands. AIG Asian Opportunity G.P., L.L.C. is general partner of AIG Asian Opportunity Fund LP, a limited partnership organized under the laws of the Cayman Islands.

     The principal office of American International Group, Inc. and AIG Life Holdings (International) L.L.C. is 70 Pine Street, New York, New York 10270. The principal office of Philippine American Life and General Insurance Company is 23^rd Floor, Philamlife Tower, 8767 Paseo de Roxas, Makati City, Philippines 1226. The principal office of American International Reinsurance Company, Ltd. is American International Building, 29 Richmond Road, Hamilton, HM 08, Bermuda. The principal office of American International Assurance Company (Bermuda) Limited and AIG Global Investment Corp. (Asia) Ltd. is AIG Tower, No. 1 Connaught Road, Central, Hong Kong. The principal office of AIG Asian Opportunity G.P., L.L.C. and AOF is c/o Maples and Calder, P.O. Box 309, Ugland House, South Church Street, Grand Cayman, Cayman Islands.

     The principal business of American International Group, Inc. is general insurance, life insurance and retirement services, financial services and asset management. The principal business of Philippine American Life and General Insurance Company is the provision of insurance products and services in the Philippines. The principal business of AIG Life Holdings (International) LLC is serving as the holding company for certain foreign subsidiaries of American International Group, Inc. The principal business of American International Reinsurance Company, Ltd. is as an internal reinsurance company for American International Group, Inc.’s foreign operations. The principal business of American International Assurance Company (Bermuda) Limited is the provision of insurance products and services in Hong Kong and Macau. The principal business of AIG Global Investment Corp. (Asia) Ltd. is investing in securities of public and private companies in Asia. The principal business of AIG Asian Opportunity G.P., L.L.C. is acting as general partner of AIG Asian Opportunity Fund LP. The principal business of AIG Asian Opportunity Fund LP is investing in securities of public and private companies in Asia.

     The name, address, position, present principal occupation and citizenship of each director and executive officer of the Reporting Persons are set forth in the attached Schedule A.

     Philippine American Life and General Insurance Company (“PAL”) and AIG Asian Opportunity Fund LP (“AOF”) have entered into Support Agreements, as defined and described in Item 4 below, with EGS Acquisition Co LLC (“BidCo”). As a result of the matters described in Item 4 below, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the BidCo. As a result, the Reporting Persons may be deemed to beneficially own any Shares that may be beneficially owned by the BidCo. The Reporting Persons hereby disclaim beneficial ownership of any Shares that may be beneficially owned by BidCo.

     American International Group, Inc. and certain of its affiliates have previously filed a Schedule 13G with the Commission on February 13, 2008.

     The information set forth in the Exhibits to this Schedule 13D is hereby expressly incorporated herein by reference, and the responses to each item of this Schedule 13D are qualified in their entirety by the provisions of such Exhibits.

     Except as described below, during the last five years, none of the Reporting Persons, and to the best of their knowledge, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Regulatory Settlements

In February 2006, American International Group, Inc. (“AIG”) reached a final settlement with the Commission, the United States Department of Justice (“DOJ”), the Office of the New York Attorney General (“NYAG”) and the New York State Department of Insurance (“DOI”). The settlements resolved outstanding litigation filed by the SEC, NYAG and DOI against AIG and concluded negotiations with these authorities and the DOJ in connection with the accounting, financial reporting and insurance brokerage practices of AIG and its subsidiaries, as well as claims relating to the underpayment of certain workers compensation premium taxes and other assessments. As a result of these settlements, AIG made payments or placed amounts in escrow in 2006 totaling approximately $1.64 billion, $225 million of which represented fines and penalties. The following is additional information regarding the settlements.

AIG, without admitting or denying the allegations in the SEC complaint, consented to the issuance of a final judgment on February 9, 2006: (a) permanently restraining and enjoining AIG from violating Section 17(a) of the Securities Act of 1933, as amended (“Securities Act”), and Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 of the Exchange Act; (b) ordering AIG to pay disgorgement; and (c) ordering AIG to pay a civil penalty.

In February 2006, AIG and the DOJ entered into a letter agreement. In the letter agreement, the DOJ notified AIG that in its view, AIG, acting through some of its employees, violated federal criminal law in connection with misstatements in periodic financial reports that AIG filed with the SEC between 2000 and 2004 relating to certain transactions. The settlement with the DOJ consists of, among other things, AIG’s cooperating with the DOJ in the DOJ’s ongoing criminal investigation, accepting responsibility for certain of its actions and those of its employees relating to these transactions and paying money into a fund. Also effective February 9, 2006, AIG entered into agreements with the NYAG and the DOI, settling claims under New York’s Martin Act and insurance laws, among other provisions, which were originally brought by the NYAG and the DOI in a civil complaint filed on May 26, 2005.

As part of these settlements, AIG has agreed to retain for a period of three years an independent consultant who will conduct a review that will include the adequacy of AIG’s internal controls over financial reporting and the remediation plan that AIG has implemented as a result of its own internal review.

PNC Settlement

In November 2004, AIG and AIG Financial Products Corp. (“AIGFP”), a subsidiary of AIG, reached a final settlement with the SEC, the Fraud Section of the DOJ and the United States Attorney for the Southern District of Indiana with respect to issues arising from certain structured transactions entered into with Brightpoint, Inc. and The PNC Financial Services Group, Inc. (“PNC”), the marketing of transactions similar to the PNC transactions and related matters.

As part of the settlement, the SEC filed against AIG a civil complaint, based on the conduct of AIG primarily through AIGFP, alleging violations of certain antifraud provisions of the federal securities laws and for aiding and abetting violations of reporting and record keeping provisions of those laws. AIG, without admitting or denying the allegations in the SEC complaint, consented to the issuance of a final judgment permanently enjoining it and its employees and related persons from violating certain provisions of the Exchange Act, Exchange Act rules and the Securities Act, ordering disgorgement of fees it received from the PNC transactions and providing for AIG to establish a transaction review committee to review the appropriateness of certain future transactions and to retain an independent consultant to examine certain transactions entered into between 2000 and 2004 and review the policies and procedures of the transaction review committee.

The DOJ filed against AIGFP PAGIC Equity Holding Corp. (“AIGFP PAGIC”), a wholly owned subsidiary of AIGFP, a criminal complaint alleging that AIGFP PAGIC violated federal securities laws by aiding and abetting securities law violations by PNC, in connection with a transaction entered into in 2001 with PNC that was intended to enable PNC to remove certain assets from its balance sheets. The settlement with the DOJ consists of separate agreements with AIG and AIGFP and a complaint filed against, and deferred prosecution agreement with, AIGFP PAGIC. Under the terms of the settlement, AIGFP paid a monetary penalty of $80 million. On January 17, 2006, the court approved an order dismissing the complaint with prejudice. The obligations of AIG, AIGFP and AIGFP PAGIC under the DOJ agreements relate principally to cooperating with the DOJ and other federal agencies in connection with their related investigations.

     Item 3. Source and Amount of Funds or Other Consideration

     The Shares to which this statement relates (the “AIG Shares”) were given as a property dividend on April 30, 2004 from SPI Technologies, Inc., a Philippine company that was listed on the Philippine Stock Exchange (and subsequently taken private) and in which AOF and PAL were shareholders. There was no consideration paid for the AIG Shares.

     Item 4. Purpose of Transaction

     The AIG Shares were acquired for investment purposes only.

     On September 19, 2008, the Issuer entered into an Acquisition Agreement (the “Acquisition Agreement”) by and between the Issuer and BidCo. Under the terms of the Acquisition Agreement, BidCo will commence a tender offer in the Philippines and the United States (the “Offer”), which may be amended from time to time in accordance with the terms of the Acquisition Agreement, to purchase all of the Issuer’s outstanding Shares, at a price per share in cash of US$9.00 (the “Offer Price”).

     Concurrently with the execution of the Acquisition Agreement, PAL and AOF entered into separate Support Agreements (the “Support Agreements”) with BidCo. Pursuant to the Support Agreements, PAL and AOF have agreed to tender the AIG Shares into the Offer and not to withdraw any of the AIG Shares from the Offer. PAL and AOF have also agreed to vote the AIG Shares: (i) in favor of (A) any adoption of the Acquisition Agreement and approval of the transactions contemplated thereby, (B) any individuals nominated by BidCo to be directors of the Issuer, (C) any other matter necessary for the consummation of the transactions contemplated by the Acquisition Agreement and the Offer; and (ii) against (A) any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Issuer in the Acquisition Agreement, (B) any extraordinary corporate transaction, (C) any agreement or other action that is intended to or could reasonably be expected to prevent, frustrate, impede, interfere with, delay, postpone or discourage the consummation of the Offer and (D) any amendment of any the organizational documents of the Issuer or change in the voting rights of any class of its capital stock, and has granted an irrevocable proxy with respect to the AIG Shares to BidCo until the Acquisition Agreement is terminated in accordance with its terms or the Offer is terminated or withdrawn. Copies of the Support Agreements are attached as Exhibit 7.01 and Exhibit 7.02 to this statement and are incorporated herein by reference.

     Information set forth in response to this Item 4 is qualified in its entirety by reference to the Support Agreements, each of which is filed as an exhibit hereto and is incorporated herein by reference.

     Other than as described above, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the actions set forth in items (a) through (j) of Item 4 of the General Instructions to Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals.

     Item 5. Interest in Securities of the Issuer

     (a) The Reporting Persons, and for the purpose of Rule 13d-3 promulgated under the Exchange Act, beneficially own 2,457,832 Shares, representing approximately 8.44% of the outstanding Shares of the Issuer as of September 19, 2008.

     (b) The Reporting Persons have shared power to vote and to dispose of the 2,457,832 Shares.

     (c) Not applicable.

     (d) Not applicable.

     (e) Not applicable.

     Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     The Support Agreements (each of which is defined and described in Item 4, which definitions and descriptions are incorporated herein by reference) are filed as exhibits hereto and are incorporated by reference in their entirety into this Item 6. Under the Support Agreements, PAL and AOF have agreed to tender the AIG Shares into the Offer, not to withdraw any of the AIG Shares from the Offer and to vote their AIG Shares in accordance with the terms of the Support Agreements. In addition, PAL and AOF have agreed (1) to grant BidCo an irrevocable proxy to vote the AIG Shares in accordance with the terms of the Support Agreements, (2) to restrict the transfer of the AIG Shares and (3) to not solicit any other acquisition proposals.

     Except as described in this Item 6, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7. Material to be Filed as Exhibits

Exhibit 2.01: Agreement of Joint Filing among the Reporting Persons, dated September 29, 2008.

Exhibit 7.01: Support Agreement between EGS Acquisition Co LLC and Philippine American Life and General Insurance Company, dated September 19, 2008.

Exhibit 7.02: Support Agreement between EGS Acquisition Co LLC and AIG Asian Opportunity Find LP, dated September 19, 2008.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     Date: September 29, 2008

		AMERICAN INTERNATIONAL
		GROUP, INC.
		/s/ Win J. Neuger
		Signature
		Win J. Neuger
		Executive Vice President and Chief
		Investment Officer
		(Name/Title)
		PHILIPPINE AMERICAN LIFE AND      GENERAL INSURANCE COMPANY
		/s/ Jose L. Cuisia Jr.
		Signature
		Jose L. Cuisia Jr.
		President and CEO
		(Name/Title)
		AIG LIFE HOLDINGS
		(INTERNATIONAL) LLC
		/s/ Kathleen E. Shannon
		Signature
		Kathleen E. Shannon
		President
		(Name/Title)
		AMERICAN INTERNATIONAL
		REINSURANCE COMPANY, LTD.
		/s/ Stephen George Cubbon
		Signature
		Stephen George Cubbon
		President
		(Name/Title)

		AMERICAN INTERNATIONAL
		ASSURANCE COMPANY (BERMUDA)
		LIMITED
		/s/ John Chu
		Signature
		John Chu
		Executive Vice President and Chief Information
		Officer
		(Name/Title)
		AIG GLOBAL INVESTMENT CORP.
		(ASIA) LTD.
		/s/ Ada Tse
		Signature
		Ada Tse
		Director
		(Name/Title)
		AIG ASIAN OPPORTUNITY G.P., L.L.C.
		/s/ Ada Tse
		Signature
		Ada Tse
		Director
		(Name/Title)
		AIG ASIAN OPPORTUNITY FUND LP
		/s/ Ada Tse
		Signature
		Ada Tse
		Director of General Partner
		(Name/Title)

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF
AMERICAN INTERNATIONAL GROUP, INC.

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of American International Group, Inc. are set forth below.

Name		Address		Position/Principal Occupation		Citizenship
Stephen F. Bollenbach		c/o KB Home 10990 Wilshire Boulevard Los Angeles, CA 90024		Director of American International Group, Inc.; Non-Executive Chairman of KB Homes		American
Martin F. Feldstein		c/o National Bureau of Economic Affairs 1050 Massachusetts Avenue Cambridge, Massachusetts 02138		Director of American International Group, Inc.; President Emeritus of the National Bureau of Economic Research		American
Fred Horst Langhammer		c/o The Estee Lauder Companies, Inc. 767 Fifth Avenue New York, New York 10153		Director of American International Group, Inc.; Chairman of Global Affairs, The Estee Lauders Companies, Inc.		American and German
Edward M. Liddy		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Chairman and Chief Executive Officer of American International Group, Inc.		American
George L. Miles		c/o WQED Multimedia 4802 Fifth Avenue Pittsburgh, Pa. 15213		Director of American International Group, Inc.; President and Chief Executive Officers of WQED Multimedia		American
Suzanne M. Nora Johnson		c/o Pfizer Inc. 235 East 42nd Street New York, NY 10017		Director of American International Group, Inc.; Director of Pfizer Inc.		American
Morris W. Offit		c/o Offit Capital Advisors, LLC 485 Lexington Avenue New York, New York 10017		Director of American International Group, Inc.; Chairman, Office Capital Advisors, LLC		American
James F. Orr		c/o The Rockefeller Foundation 420 Fifth Avenue New York, New York 10018		Director of American International Group, Inc.; Chairman of the Board of Trustees, The Rockefeller Foundation		American
Virginia M. Rometty		c/o IBM Corporation Route 100 Somers, New York 10589		Director of American International Group, Inc.; Senior Vice President of IBM Global Business Services		American
Michael H. Sutton		124 Swinley Forest Williamsburg, Virginia 23188		Director of American International Group, Inc.		American
Edmund S.W. Tse		c/o American International Assurance Company (Bermuda) Limited 35/F AIG Tower 1 Connaught Road Central Hong Kong		Senior Vice Chairman and Director of American International Group, Inc.; Vice President of American International Assurance Company (Bermuda) Limited		Chinese
Steven J. Bensinger		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Vice Chairman and Chief Financial Officer of American International Group, Inc.		American
Jacob A. Frenkel		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Vice Chairman of American International Group, Inc.		Israeli and Polish

SCHEDULE A (CONTINUED)

Name		Address		Position/Principal Occupation		Citizenship
Frank G. Wisner		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Vice Chairman of American International Group, Inc.		American
Rodney O. Martin, Jr.		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Executive Vice President of American International Group, Inc.		American
Kristian P. Moor		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Executive Vice President of American International Group, Inc.		American
Win J. Neuger		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Executive Vice President of American International Group, Inc.		American
Nicholas C. Walsh		c/o American International Group, Inc. 175 Water Street, 24th Floor New York, N.Y. 10038		Executive Vice President of American International Group, Inc.		British
Jay S. Wintrob		c/o AIG SunAmerica, Inc. 1 SunAmerica Center 1999 Avenue of the Stars Los Angeles, California 90067		Executive Vice President of American International Group, Inc.		American
Richard H. Booth		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Senior Vice President of American International Group, Inc.		American
William N. Dooley		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Senior Vice President of American International Group, Inc.		American
David L. Herzog		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Senior Vice President of American International Group, Inc.		American
Andrew J. Kaslow		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Senior Vice President of American International Group, Inc.		American
Robert E. Lewis		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Senior Vice President of American International Group, Inc.		American
Brian T. Scheiber		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Senior Vice President of American International Group, Inc.		American

DIRECTORS AND EXECUTIVE OFFICERS OF
PHILIPPINE AMERICAN LIFE AND GENERAL INSURANCE COMPANY

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Philippine American Life and General Insurance Company are set forth below.

Name		Address		Position/Principal Occupation		Citizenship
Edmund S. W. Tse		c/o American International Assurance Company (Bermuda) Limited 35/F AIG Tower 1 Connaught Road Central Hong Kong		Chairman of the Board of Philippine American Life and General Insurance Company; Vice President of American International Assurance Company (Bermuda) Limited		Chinese
Mark Andrew Wilson		c/o American International Assurance Company (Bermuda) Limited 35th Flr., AIG Tower 1 Connaught Road, Central, Hong Kong		Director of Philippine American Life and General Insurance Company; Regional President, Asia Pacific, AIG Life Companies; President, American International Assurance Company, Limited		New Zealand

SCHEDULE A (CONTINUED)

Name		Address		Position/Principal Occupation		Citizenship
Jose L. Cuisia, Jr.		c/o Philippine American Life and General Insurance Company 23rd Floor, Philamlife Tower 8767 Paseo de Roxas, Makati City Philippines		President, Chief Executive Officer and Director of Philippine American Life and General Insurance Company		Filipino
Michel Khalaf		c/o Philippine American Life and General Insurance Company 5th Floor, Philamlife Building U.N. Ave., Ermita, Manila Philippines		Deputy President, Chief Operating Officer and Director of Philippine American Life and General Insurance Company		Lebanese
Reynaldo C. Centeno		c/o Philippine American Life and General Insurance Company 6th Flr., Philamlife Building U.N. Ave., Ermita, Manila Philippines		Executive Vice President, Chief Financial Officer, Chief Actuary and Director of Philippine American Life and General Insurance Company		Filipino
Omar T. Cruz		c/o Philippine American Life and General Insurance Company 23rd Flr., Philamlife Tower 8767 Paseo de Roxas, Makati City Philippines		Executive Vice President, Chief Investments Officer and Director of Philippine American Life and General Insurance Company		Filipino
Cesar A. Buenaventura		c/o Buenaventura, Echauz & Partners 4th Flr., Shell House 156 Valero St., Salcedo Village, Makati City Philippines		Managing Partner of Buenaventura, Echauz & Partners; Director of Philippine American Life and General Insurance Company		Filipino
Ricardo J. Romulo		c/o Romulo, Mabanta, Buenaventura, Sayoc & Delos Angeles Law Offices 30th Flr., Citibank Tower 8741 Paseo de Roxas, Makati City Philippines		Senior Partner at Romulo, Mabanta, Buenaventura, Sayoc & Delos Angeles Law Offices; Director of Philippine American Life and General Insurance Company		Filipino
Washington Z. Sycip		c/o SGV Group 14th Flr., SGV Bldg I Ayala Avenue, Makati City Philippines		Director of Philippine American Life and General Insurance Company; Founder SGV Group		American
Francis G. Estrada		c/o Asian Institute of Management 2nd Flr., Eugenio Lopez Building Joseph McKing Campus 123 Paseo de Roxas, Makati City Philippines		Director of Philippine American Life and General Insurance Company; President of Asian Institute of Management		Filipino
Stephen J. Clark		c/o Philippine American Life and General Insurance Company 7th Flr., Philamlife Salcedo Building 126 L. P. Leviste St., Salcedo Village Makati City Philippines		Senior Vice President of Philippine American Life and General Insurance Company (seconded to Philam Equitable Life Assurance Company, Inc.)		British
Romulo P. Cambaliza		c/o Philippine American Life and General Insurance Company 5th Floor, Philamlife Building U.N. Ave., Ermita, Manila Philippines		Senior Vice President of Philippine American Life and General Insurance Company (seconded as President to Philam Insurance Agency and Call Center Services, Inc.)		Filipino
Ariel G. Cantos		c/o Philippine American Life and General Insurance Company 3rd Flr., Philamlife Building U.N. Ave., Ermita, Manila Philippines		Senior Vice President and Chief Agency Officer of Philippine American Life and General Insurance Company		Filipino
Anthony B. Sotelo		c/o Philippine American Life and General Insurance Company 23rd Flr., Philamlife Tower 8767 Paseo de Roxas, Makati City Philippines		Senior Vice President and Corporate Human Resources Director of Philippine American Life and General Insurance Company		Filipino
Jose Roel V. Teves		c/o Philippine American Life and General Insurance Company 2nd Flr., Philamlife Bldg., U.N. Ave., Ermita, Manila Philippines		Senior Vice President for Insurance Operations of Philippine American Life and General Insurance Company		Filipino

SCHEDULE A (CONTINUED)

Name		Address		Position/Principal Occupation		Citizenship
Elizabeth Anne C. Uychaco		c/o Philippine American Life and General Insurance Company 3rd Flr., Philamlife Building U.N. Ave., Ermita, Manila Philippines		Senior Vice President and Chief Marketing Officer of Philippine American Life and General Insurance Company		Filipino
Ma. Fe R. Velasco		c/o Philippine American Life and General Insurance Company 4th Flr., Philamlife Building, U.N. Ave., Ermita, Manila Philippines		Senior Vice President for Finance of Philippine American Life and General Insurance Company		Filipino

DIRECTORS AND EXECUTIVE OFFICERS OF
AIG LIFE HOLDINGS (INTERNATIONAL) LLC

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of AIG Life Holdings (International) LLC are set forth below.

Name		Address		Position/Principal Occupation		Citizenship
Kathleen E. Shannon		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		President		American
Elizabeth M. Tuck		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Secretary		American

DIRECTORS AND EXECUTIVE OFFICERS OF
AMERICAN INTERNATIONAL REINSURANCE COMPANY, LTD.

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of American International Reinsurance Company, Ltd. are set forth below.

Name		Address		Position/Principal Occupation		Citizenship
Rodney O. Martin, Jr.		c/o American International Group, Inc. 70 Pine Street New York, New York 10270		Director and Chairman of the Board of American International Reinsurance Company, Ltd.; Executive Vice President of American International Group, Inc.		American
Stephen George Cubbon		c/o American International Reinsurance Company, Ltd. 29 Richmond Road, Permbroke HM 08, Bermuda		Director and President of American International Reinsurance Company, Ltd.		British
Lars Roland Bergquist		c/o American International Reinsurance Company, Ltd. 29 Richmond Road, Permbroke HM 08, Bermuda		Director and Vice President of American International Reinsurance Company, Ltd.		Swedish
Christopher Swift		c/o American International Reinsurance Company, Ltd. 70 Pine Street 17th Floor New York, N.Y. 10270 USA		Director of American International Reinsurance Company, Ltd.		American
Richard W. Scott		c/o American International Reinsurance Company, Ltd. 70 Pine Street, 13th Floor New York, N.Y. 10270 USA		Director of American International Reinsurance Company, Ltd.		American

SCHEDULE A (CONTINUED)

Name		Address		Position/Principal Occupation		Citizenship
Nicholas C. Walsh		c/o American International Group, Inc. 175 Water Street, 24th Floor New York, N.Y. 10038 USA		Director of American International Reinsurance Company, Ltd.; Executive Vice President of American International Group, Inc.		British

DIRECTORS AND EXECUTIVE OFFICERS OF
AMERICAN INTERNATIONAL ASSURANCE COMPANY (BERMUDA) LIMITED

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of American International Assurance Company (Bermuda) Limited are set forth below.

Name		Address		Position/Principal Occupation		Citizenship
Lars Roland Bergquist		c/o American International Assurance Company (Bermuda) Limited 29 Richmond Road, Permbroke HM 08, Bermuda		Director and Vice President of American International Assurance Company (Bermuda) Limited; Director and Vice President of American International Reinsurance Company, Ltd		Swedish
Stephen George Cubbon		c/o American International Assurance Company (Bermuda) Limited 29 Richmond Road, Permbroke HM 08, Bermuda		Director and Vice President of American International Assurance Company (Bermuda) Limited; President of American International Reinsurance Company, Ltd.		British
Edmund Sze-Wing Tse		c/o American International Assurance Company (Bermuda) Limited 35/F., AIG Tower, One Connaught Road Central, Hong Kong		Director and President of American International Assurance Company (Bermuda) Limited		Chinese
Gordon Timmins Watson		c/o American International Assurance Company (Bermuda) Limited 35/F., AIG Tower, One Connaught Road Central, Hong Kong		Director and Regional President (Japan and Korea) of American International Assurance Company (Bermuda) Limited		British
Mark Andrew Wilson		c/o American International Assurance Company (Bermuda) Limited 35/F., AIG Tower, One Connaught Road Central, Hong Kong		Director of American International Assurance Company (Bermuda) Limited		New Zealand
Derek Kai Ming Yung		c/o American International Assurance Company (Bermuda) Limited 43/F., AIA Tower, 183 Electric Road, North Point, Hong Kong		Director of American International Assurance Company (Bermuda) Limited		Chinese
Tai-Wo John Chu		c/o American International Assurance Company (Bermuda) Limited 35/F., AIG Tower, One Connaught Road Central, Hong Kong		Executive Vice President and Chief Investment Officer of American International Assurance Company (Bermuda) Limited		Chinese

DIRECTORS AND EXECUTIVE OFFICERS OF
AIG GLOBAL INVESTMENT CORP. (ASIA) LTD.

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of AIG Global Investment Corp. (Asia) Ltd. are set forth below.

Name		Address		Position/Principal Occupation		Citizenship
Edmund Sze-Wing Tse		c/o American International Assurance Company (Bermuda) Limited 35/F., AIG Tower, One Connaught Road Central, Hong Kong		Director of AIG Global Investment Corp. (Asia) Ltd.; Director and President of American International Assurance Company (Bermuda) Limited		Chinese

SCHEDULE A (CONTINUED)

Name		Address		Position/Principal Occupation		Citizenship
Peter Kok-Beng Soo		c/o AIG Global Investment Corp. (Asia) Ltd. 16/F., AIG Tower, One Connaught Road Central, Hong Kong		Director of AIG Global Investment Corp. (Asia) Ltd.		Chinese
Tai-Wo John Chu		c/o American International Assurance Company (Bermuda) 35/F., AIG Tower, One Connaught Road Central, Hong Kong		Director of AIG Global Investment Corp. (Asia) Ltd.; Executive Vice President and Chief Investment Officer of American International Assurance Company (Bermuda) Limited		Chinese
Stephen George Cubbon		c/o American International Assurance Company (Bermuda) Limited 29 Richmond Road, Permbroke HM 08, Bermuda		Director of AIG Global Investment Corp. (Asia) Ltd.; Director and Vice President of American International Assurance Company (Bermuda) Limited		British
Ada Koon-Hang Tse		c/o AIG Global Investment Corp. (Asia) Ltd. 35/F., AIG Tower, One Connaught Road Central, Hong Kong		Director, President and Chief Executive Officer of AIG Global Investment Corp. (Asia) Ltd.		Chinese
Lars Roland Bergquist		c/o American International Assurance Company (Bermuda) Limited 29 Richmond Road, Permbroke HM 08, Bermuda		Director of AIG Global Investment Corp. (Asia) Ltd.; Director and Vice President of American International Assurance Company (Bermuda) Limited		Swedish
Eugenie Shen		c/o AIG Global Investment Corp. (Asia) Ltd. 16/F., AIG Tower, One Connaught Road Central, Hong Kong		Director of AIG Global Investment Corp. (Asia) Ltd.; General Counsel of AIG Global Investment Corp. (Asia) Ltd.		American

DIRECTORS AND EXECUTIVE OFFICERS OF
AIG ASIAN OPPORTUNITY G.P., L.L.C.

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of AIG Asian Opportunity G.P., L.L.C. are set forth below.

Name		Address		Position/Principal Occupation		Citizenship
Kevin Clowe		c/o AIG Investments 227 Park Avenue F42 New York, NY 10172, USA		Director of AIG Asian Opportunity G.P., L.L.C.; Managing Director of AIG Investments		American
Win Neuger		c/o AIG Investments 70 Pine Street, 16/F New York, NY 10270 USA		Director of AIG Asian Opportunity G.P., L.L.C.; Chief Executive Officer and Chairman of AIG Investments		American
Ada Koon-Hang Tse		c/o AIG Global Investment Corp. (Asia) Ltd. 35/F., AIG Tower, One Connaught Road Central, Hong Kong		Director of AIG Asian Opportunity G.P., L.L.C.; President and Chief Executive Officer of AIG Global Investment Corp. (Asia) Ltd.		Chinese
David Yeung		c/o AIG Capital Partners, Inc. 20/F., AIG Tower, One Connaught Road Central, Hong Kong		Director of AIG Asian Opportunity G.P., L.L.C.; President and Chief Executive Officer of AIG Capital Partners, Inc.		Canadian
Eugenie Shen		c/o AIG Global Investment Corp. (Asia) Ltd. 16/F., AIG Tower, One Connaught Road Central, Hong Kong		Director of AIG Asian Opportunity G.P., L.L.C.; General Counsel of AIG Global Investment Corp. (Asia) Ltd.		American

DIRECTORS AND EXECUTIVE OFFICERS OF
AIG ASIAN OPPORTUNITY FUND, L.P.

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of AIG Asian Opportunity Fund LP are set forth below:

SCHEDULE A (CONTINUED)

The general partner of President & CEO of AIG Capital Partners, Inc. is AIG ASIAN OPPORTUNITY G.P., L.L.C. c/o M&C Corporate Services Limited P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman