-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 JQr5ScR6lDlaNKm588NU1jiAyHbMc7iIOZvp451VaL4f5YbP+/VJIpAvhtXSYsTS
 AGeYqO7XPbd3vQqy0YmpOg==

<SEC-DOCUMENT>0000950123-02-011514.txt : 20021204
<SEC-HEADER>0000950123-02-011514.hdr.sgml : 20021204
<ACCEPTANCE-DATETIME>20021204142710
ACCESSION NUMBER:		0000950123-02-011514
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20021204
EFFECTIVENESS DATE:		20021204

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICAN INTERNATIONAL GROUP INC
		CENTRAL INDEX KEY:			0000005272
		STANDARD INDUSTRIAL CLASSIFICATION:	FIRE, MARINE & CASUALTY INSURANCE [6331]
		IRS NUMBER:				132592361
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-101640
		FILM NUMBER:		02848507

	BUSINESS ADDRESS:	
		STREET 1:		70 PINE ST
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10270
		BUSINESS PHONE:		2127707000

	MAIL ADDRESS:	
		STREET 1:		70 PINE STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10270

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICAN INTERNATIONAL ENTERPRISES INC
		DATE OF NAME CHANGE:	19700507
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>y66402sv8.txt
<DESCRIPTION>AMERICAN INTERNATIONAL GROUP, INC.
<TEXT>
<PAGE>

    As filed with the Securities and Exchange Commission on December 4, 2002

                                     Registration Statement No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                    ----------------------------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933
                       -----------------------------------
                       AMERICAN INTERNATIONAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                          <C>
            Delaware                                             13-2592361
(State or other jurisdiction of                               (I.R.S. employer
 incorporation or organization)                              identification no.)
</TABLE>

                    70 Pine Street, New York, New York 10270
          (Address, including zip code, of principal executive offices)

     American International Group, Inc. Executive Deferred Compensation Plan
     American International Group, Inc. Supplemental Incentive Savings Plan
                            (Full title of the plans)

                               Kathleen E. Shannon
                            Vice President, Secretary
                           and Deputy General Counsel
                                 70 Pine Street
                            New York, New York 10270
                                 (212) 770-7000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                 -----------------------------------------------

<TABLE>
<CAPTION>
                                                                               Proposed
                                                              Proposed          maximum
                                                               maximum         aggregate       Amount of
        Title of securities              Amount to be      offering price   offering price    registration
        to be registered(1)             registered (2)      per unit (2)          (2)          fee (2)(3)
        -------------------             --------------      ------------          ---          ----------
<S>                                     <C>                 <C>             <C>               <C>
Deferred Compensation Obligations        $500,000,000           100%         $500,000,000       $46,000
</TABLE>

1.    The Deferred Compensation Obligations are unsecured obligations of
      American International Group, Inc. to pay deferred compensation in the
      future in accordance with the terms of the American International Group,
      Inc. Executive Deferred Compensation Plan and the American International
      Group, Inc. Supplemental Incentive Savings Plan.


2.    Estimated solely for purposes of calculating the registration fee.


3.    The registration fee is fully offset by $917,500 paid by the registrant
      under Registration Statement No. 333-69546, which was initially filed with
      the Securities and Exchange Commission on September 18, 2001.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      All information required by Part I to be contained in the prospectus is
omitted from this registration statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act").
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents have been filed by American International Group,
Inc., ("AIG") with the Securities and Exchange Commission (the "Commission")
(File No. 1-8787) and are incorporated herein by reference:

      (a)   AIG's Annual Report on Form 10-K for the year ended December 31,
            2001; and

      (b)   AIG's Quarterly Reports on Form 10-Q for the quarters ended March
            31, 2002, June 30, 2002 and September 30, 2002.

      All documents filed by AIG after the date hereof pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold, or which deregisters all
such securities then remaining unsold, will be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.

      Any statement contained in a document incorporated by reference herein
will be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded will not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

  THE AMERICAN INTERNATIONAL GROUP, INC. EXECUTIVE DEFERRED COMPENSATION PLAN

      GENERAL

      The purpose of the American International Group, Inc. Executive Deferred
Compensation Plan (the "Executive Plan") is to attract and retain eligible
employees by providing them with the opportunity to defer a specified portion of
their annual compensation. The Executive Plan will be effective as of January 1,
2003.

      PARTICIPATION

      Any employee of AIG or its subsidiaries whose compensation (including
wages, salary and overtime pay, contributions to any employee benefit plans
maintained by AIG under Sections 125 or 401(k) of the Internal Revenue Code of
1986, as amended (the "Code"), deferrals to the Executive Plan and any other
non-qualified deferred compensation plan (all of the above, collectively, the
"Base Compensation"), commissions and cash bonuses, but excluding any severance
or termination pay, fringe benefits (cash and non-cash), gains from stock option
exercises and expense allowances) equals or exceeds $200,000 in a calendar year
may elect to participate in the Executive Plan in the following year. If the
amount of employee's compensation decreases to an amount that is less than
$200,000 in any calendar year, such employee will not be eligible to participate
in the Executive Plan in the following year.

      DEFERRED COMPENSATION

      For a calendar year, an eligible employee may elect to defer: (i) up to
50% of the portion of employee's Base Compensation that exceeds $200,000, and
(ii) up to 100% of employee's annual cash


                                      II-1
<PAGE>
bonuses and commissions, provided that for the first plan year beginning January
1, 2003, eligible bonuses will be those paid for performance in 2003 and
thereafter. However, the aggregate amount of the deferral may not exceed
$300,000 in any calendar year. Each election must be made in writing and will be
subject to the rules established by the Retirement Board of AIG or its
respective delegate or designee (collectively, the "Committee"). Unless
otherwise determined by the Committee, each election is irrevocable.

      An eligible employee who has elected to participate in the Executive Plan
(a "participant") may suspend any deferrals previously elected in the event of
unanticipated financial emergency caused by an event beyond the participant's
control that would result in severe financial hardship. Deferrals will also be
automatically suspended if a disability results in a participant's unpaid or
partially-paid leave of absence. In the case of an unanticipated financial
emergency or a disability, the participant may not make any further deferrals
during the current year, but may be eligible to make deferrals in subsequent
years.

      DEEMED INVESTMENTS

      The Committee may designate one or more hypothetical investments or
investment funds or vehicles, including mutual funds, money market accounts or
funds, and debt and equity securities, including equity securities of AIG or its
affiliates, (the "Deemed Investments"). The Deemed Investments will be credited
to the participant's bookkeeping account established and maintained by AIG
reflecting such participant's interest under the Executive Plan (the "Account").
If the Committee designates more than one Deemed Investment, a participant may
make an investment preference election with respect to amounts credited to his
or her Account. The Committee may permit a participant to change such election
prospectively and may impose a limit on the number of times a participant may
transfer in and out of any Deemed Investment during any 12-month period. If a
participant does not make a timely investment preference election, amounts
credited to the participant's Account will be deemed invested in an
interest-bearing Deemed Investment, as designated by the Committee. Earnings on
any amounts deemed invested in any Deemed Investment will be deemed reinvested
in such investment. AIG is not obligated to actually invest the deferred amounts
in the underlying investment product or security and if AIG does invest in the
underlying product or security, the participants will have no interest in, or
right to, that product or security.

      ACCOUNTS

      An Account will be maintained for each participant. A participant's
Account will be credited with the amount of compensation deferred as of the
date(s) payment would otherwise have been made to the participant and will be
debited with the amount of any distributions. Each month, the participant's
Account will be credited or debited with the notional gains and losses at the
same time and in the same manner as if such Account were actually invested in
the Deemed Investments. Any earnings credited under the Deemed Investment (such
as interest, dividends and distributions) will be deemed to be reinvested in
that Deemed Investment, unless the Committee determines otherwise.

      DISTRIBUTIONS

      All distributions will be made in cash. The distribution of the value of a
participant's Account will be made or commence as soon as practicable following
the participant's termination of employment.

      If the participant terminates employment prior to attainment of age of 60,
the distribution will be made in a lump sum. If, however, the participant
terminates employment on or after reaching the age of 60, then the distribution
will be made in (i) a lump sum payable at any time within ten (10) years after
termination, (ii) one hundred twenty (120) equal monthly installments, or (iii)
sixty (60) equal monthly installments. If, however, the participant terminates
employment with AIG and within one (1) year accepts employment with a company
that the Committee determines, in its discretion, competes with AIG or any of
its affiliates in any of its or their businesses, then notwithstanding any prior
election the distribution will be made in a lump sum. A participant must make an
irrevocable election as to the manner of payout at least two years prior to such
termination and, in the absence of such an election, will receive a lump sum


                                      II-2
<PAGE>
payment.

      Upon application by the participant and a finding by the Committee that a
participant has suffered an unforeseeable financial emergency caused by an event
beyond the participant's control, the Committee may distribute to the
participant a cash lump sum to meet the immediate financial need that is not
reasonably available from other sources to the participant.

      A participant's designated beneficiary under the Executive Plan will
receive a death benefit, equal to the balance of the participant's Account, if
the participant dies before he or she has received a complete distribution of
such Account. The death benefit will be payable in a lump sum payment as soon as
practicable after the participant's death.

      The Committee may determine that any distribution will be paid in
installments over a period not to exceed one hundred twenty (120) monthly
installments instead of a lump sum.

      The full payment of a participant's Account under the provisions of the
Executive Plan will completely discharge all obligations to the participant and
his or her designated beneficiaries under the Executive Plan.

      CHANGE IN CONTROL

      In the event of merger, consolidation, mandatory share exchange or other
similar business combination of AIG with or into other entity or any transaction
in which another person or entity acquires all of the issued and outstanding
common stock of AIG, par value $2.50 per share ("Common Stock") or all or
substantially all of the assets of AIG (a "Change in Control"), the Executive
Plan will be deemed to have terminated. However, if AIG has, no later than three
days before such Change in Control, placed assets in an irrevocable trust (or in
a trust that will become irrevocable upon such Change in Control) pursuant to
one or more trust agreements between AIG and an independent trustee in an amount
equal to not less than one hundred percent (100%) of the aggregate value of all
Accounts the Executive Plan will not terminate.

      In the event the Executive Plan terminates because of a Change in Control,
the value of each participant's Account will be distributed to the participant
in a cash lump sum as soon as practicable after (but in no event later than five
(5) days after) such termination.

      In the event of a Change in Control where the Executive Plan does not
terminate, the Executive Plan will continue in full force and effect, except
that AIG will not be permitted to take any action that would materially diminish
the rights of the participants.

      CLAIMS PROCEDURE

      If any participant or beneficiary under the Executive Plan believes that
he or she has not received the timely payment of benefits due under the
Executive Plan, such participant or beneficiary may make a written claim to the
Committee or to a person designated by the Committee. If the claim is denied,
the Committee must generally notify the participant or beneficiary in writing
within 90 days after receipt of the claim of the reasons for denial and the
steps to be taken if the participant wishes to submit a claim for review. The
participant may, within 60 days after the receipt of such notification, make a
written request for a full review of the claim and its denial by the Committee.
A decision on review will generally be made by the Committee within 60 days
after the receipt of the request for review and will set forth the specific
reasons for the decision.

      DISTRIBUTION IN THE EVENT OF TAXATION

      If all or any portion of a participant's benefit under the Executive Plan
becomes taxable to the participant prior to receipt, the participant may
petition the Committee for the distribution of the taxable


                                      II-3
<PAGE>
amount. If granted, such tax liability distribution will reduce the benefits to
be paid under the Executive Plan.

      ADMINISTRATION

      The Executive Plan is administered by the Committee. The Committee has
full and complete authority (i) to construe, interpret and implement the
Executive Plan, (ii) to prescribe, amend and rescind rules relating to the
Executive Plan, (iii) to make all determinations necessary or advisable in
administering the Executive Plan, and (iv) to correct any defect, supply any
omission and reconcile any inconsistence in the Executive Plan. The Committee's
decisions on such matters are final and conclusive and binding on all persons.
The Committee may delegate to designated persons, employees of AIG or to third
parties the authority to administer the Executive Plan.

      AIG will pay all reasonable expenses of administering the Executive Plan,
including, but not limited to, the payment of professional and expert fees.

      NONASSIGNABILITY

      No amounts payable to the participant under the Executive Plan may be
commuted, sold, assigned, transferred, pledged, anticipated, mortgaged or
otherwise encumbered, transferred, hypothecated, alienated or conveyed, whether
by operation of law or otherwise, or be subject to seizure, attachment,
garnishment or sequestration by third parties, prior to actual payment, except
that AIG will have the right to reduce the amount of payment to be made to the
participant (or the participant's beneficiary) to the extent of participant's
indebtedness to AIG at the time such amounts are payable.

      WITHHOLDING TAXES

      The participant's employer will withhold from any payments made to a
participant under the Executive Plan or from such participant's other
compensation all applicable taxes required to be withheld by the employer in
connection with such payments. The Committee may reduce the amount of the
participant's deferral for the purpose of complying with applicable withholding
requirements.

      AMENDMENT AND TERMINATION

      The Executive Plan (or any portion thereof) may be amended or altered by
the Board of Directors of AIG in any respect, but no such amendment or
alteration may materially diminish the rights of a participant or his or her
beneficiary, without the participant's or his or her beneficiary's consent. The
Board of Directors of AIG may terminate the Executive Plan (or any portion
thereof) at any time and distribute the value of each participant's Account to
the participant or to his or her beneficiary in a cash lump sum.

      UNFUNDED PLAN

      The Executive Plan is unfunded. Consequently, any deferred compensation
under the Executive Plan is part of AIG's general funds, subject to all of the
risks of AIG's business, and may be deposited, invested, or expended in any
matter whatsoever by AIG. AIG is not required by the Executive Plan to purchase
assets or place assets or otherwise to segregate any assets for the purpose of
satisfying any obligations under the Executive Plan. Participants and
beneficiaries will have no rights under the Executive Plan other than as
unsecured general creditors of AIG.

      NO RIGHT OF EMPLOYMENT

      Nothing contained in the Executive Plan will be construed as creating any
contract of employment or conferring upon the participant any right to continue
in the employ or other service of AIG or its subsidiaries or limit in any way
the right of AIG or its subsidiaries to change such participant's other
compensation or other benefits or to terminate the employment or other service
of such participant with or


                                      II-4
<PAGE>
without cause.

   THE AMERICAN INTERNATIONAL GROUP, INC. SUPPLEMENTAL INCENTIVE SAVINGS PLAN

      GENERAL

      The purpose of the American International Group, Inc. Supplemental
Incentive Savings Plan (the "Supplemental Plan") is to provide deferred
compensation for a select group of management and highly compensated employees
who contribute materially to the continued growth, development and future
business success of AIG. The Supplemental Plan will be effective as of January
1, 2003.

      PARTICIPATION

      The Retirement Board of AIG (the "Retirement Board") approves the
management and highly compensated employees of AIG who are eligible to
participate in the Supplemental Plan. Employees are eligible to participate in
the Supplemental Plan if: (i) they are a highly compensated employee under AIG's
Incentive Savings Plan (the "Base Plan"), (ii) they have elected to make the
maximum amount of deferrals under the Base Plan, and (iii) they are excluded
from making supplemental elective deferrals under the Base Plan. If an eligible
employee who has elected to participate in the Supplemental Plan (a
"Supplemental Plan participant") becomes ineligible to participate in the
Supplemental Plan during the plan year, he or she may continue deferrals until
the end of the plan year, but may not make a new deferral election for a
subsequent plan year unless and until he or she becomes eligible to participate
in the Supplemental Plan in that plan year.

      DEFERRED COMPENSATION

      For each plan year, an eligible employee may elect to defer a portion of
his or her annual W-2 income, including wages, salary and overtime pay,
contributions to any employee benefit plan maintained by AIG under Sections 125
or 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), and
deferrals to the Supplemental Plan and any other non-qualified deferred
compensation plan up to an amount equal to (i) the amount of elective deferrals
permitted under Section 402(g) of the Code, less (ii) the maximum amount that
the employee may defer under the Base Plan.

      DEFERRAL ELECTIONS

      An eligible employee may elect to defer compensation under the
Supplemental Plan for the plan year during the enrollment period established by
the Retirement Board for such plan year. The rate of deferral made for a plan
year will be irrevocable.

      DEFERRAL ACCOUNTS

      Compensation deferred pursuant to the Supplemental Plan is credited to the
Supplemental Plan participant's account maintained by AIG (the "Supplemental
Account"). Each Supplemental Plan participant's deferred compensation will be
indexed to one or more investment benchmarks chosen by each Supplemental Plan
participant. The Supplemental Account will be credited with amounts of
investment earnings or debited with amounts of investment losses that correspond
to the total investment return earned by the investment benchmark. Supplemental
Plan participants may revise their benchmark election by notifying the
Retirement Board, but the Retirement Board may prevent the proposed revisions
and may impose a limit on the number of times a Supplemental Plan participant
may transfer in and out of any investment benchmark during any 12-month period.
AIG will not be required under the Supplemental Plan to purchase any applicable
investment benchmark and, if AIG does invest in the underlying benchmark, the
Supplemental Plan participant will not have any interest in, or right to, that
underlying benchmark. A Supplemental Plan participant will be fully vested in
the value of his or her Supplemental Account at all times.


                                      II-5
<PAGE>
      DISTRIBUTIONS

      All distributions will be made in cash. The distribution of the value of a
Supplemental Plan participant's Supplemental Account will be made or commence as
soon as practicable following the participant's termination of employment or any
month following the Supplemental Plan participant's retirement, pursuant to his
or her prior distribution election. All distributions to the Supplemental Plan
participant will be completed within ten (10) years of his or her retirement.

      If the Supplemental Plan participant terminates employment prior to
attainment of age of 60, the distribution will be made in a lump sum. If,
however, the Supplemental Plan participant terminates employment on or after
reaching the age of 60, then the distribution will be made in (i) a lump sum
payable at any time within ten (10) years after termination or (ii) any number
of equal monthly installment payments, not to exceed one hundred twenty (120).
If, however, a Supplemental Plan participant terminates employment with AIG and
within one (1) year of such termination accepts employment with a company that
the Retirement Board determines, in its discretion, competes with AIG or any of
its affiliates or subsidiaries in any of its or their businesses, then
notwithstanding any prior election such distribution will be made in a lump sum.
A Supplemental Plan participant must make an irrevocable election as to the
manner of payout at least two years prior to such termination and, in the
absence of such an election, will receive a lump sum payment. The Retirement
Board, in its discretion, may determine that any distribution will not be paid
in a lump sum, but instead will be paid in installments over a period not to
exceed one hundred twenty (120) monthly installments.

      A Supplemental Plan participant's designated beneficiary under the
Supplemental Plan will receive a death benefit, equal to the balance of such
participant's Supplemental Account, if such participant dies before he or she
has received a complete distribution of such Supplemental Account. The death
benefit will be payable in a lump sum payment as soon as practicable after the
Supplemental Plan participant's death.

      The full payment of a Supplemental Plan participant's Supplemental Account
under the provisions of the Supplemental Plan will completely discharge all
obligations to the Supplemental Plan participant and his or her designated
beneficiaries under the Supplemental Plan.

      CLAIMS PROCEDURE

      If any Supplemental Plan participant or beneficiary under the Supplemental
Plan believes that he or she has not received the timely payment of benefits due
under the Supplemental Plan, such participant or beneficiary may make a written
claim to the Retirement Board or to a person designated by the Retirement Board.
If the claim is denied, the Retirement Board must generally notify the
Supplemental Plan participant or beneficiary in writing within 90 days after
receipt of the claim of the reasons for denial and steps to be taken if such
participant wishes to submit a claim for review. The Supplemental Plan
participant may, within 60 days after the receipt of such notification, make a
written request for a full review of the claim and its denial by the Retirement
Board. A decision on review will generally be made by the Retirement Board
within 60 days after the receipt of the request for review and will set forth
the specific reasons for decision.

      ADMINISTRATION

      The Supplemental Plan is administered by the Retirement Board appointed by
the Board of Directors of AIG or its designee. The Retirement Board has the full
and complete authority to interpret the Supplemental Plan, establish rules for
carrying out the Supplemental Plan, and decide all questions relating to the
eligibility of employees to become participants in the Supplemental Plan.

      NONALIENATION OF BENEFITS

      Benefits payable to the Supplemental Plan participant under the
Supplemental Plan are not subject to


                                      II-6
<PAGE>
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, garnishment, execution or levy of any kind, whether voluntary or
involuntary, except that AIG will have the right to reduce the amount of payment
to be made to the Supplemental Plan participant (or his or her beneficiary) to
the extent of such participant's indebtedness to AIG at the time such amounts
are payable. Any attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber, charge, garnish, execute or levy on any right to benefits
under the Supplemental Plan will be void.

      WITHHOLDING TAXES

      AIG will withhold from the Supplemental Plan participant's non-deferred
compensation the participant's share of FICA and other employment taxes in
respect of deferred amounts for each plan year.

      AMENDMENT AND TERMINATION

      AIG may amend the Supplemental Plan at any time, but no amount credited to
a Supplemental Plan participant's Supplemental Account at the time of amendment
may be reduced without the Supplemental Plan participant's written consent.

      AIG may terminate the Supplemental Plan at any time in whole or in part.
In the event of termination, AIG, at its option, will distribute such amount to
the Supplemental Plan participant either in a lump sum in cash or in
installments over a period of up to ten (10) years.

      UNFUNDED PLAN

      The Supplemental Plan is an unfunded deferred compensation arrangement for
eligible employees. Consequently, any deferred compensation under the
Supplemental Plan is part of AIG's general funds. Supplemental Plan participants
and beneficiaries have no rights under the Supplemental Plan other than as
unsecured general creditors of AIG.

      NO GUARANTEE OF EMPLOYMENT

      Nothing contained in the Supplemental Plan will be construed as a contract
of employment between AIG or its affiliates or subsidiaries and any Supplemental
Plan participant, or as a right of any Supplemental Plan participant to be
continued in the employment of AIG or its affiliates or subsidiaries, or as a
limitation of the right of AIG or its affiliates or subsidiaries to discharge
any Supplemental Plan participant with or without cause.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

      The consolidated financial statements of AIG and its subsidiaries and the
related financial statement schedules of AIG included in its Annual Report on
Form 10-K for the year ended December 31, 2001, incorporated herein by
reference, are so incorporated in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.

      The validity of the Deferred Compensation Obligations to be offered and
sold pursuant to the Executive Plan and Supplemental Plan will be passed upon by
Kathleen E. Shannon, Esq., Vice President and Deputy General Counsel of AIG. Ms.
Shannon is employed by AIG, participates in various AIG employee benefit plans
under which she may receive shares of AIG's Common Stock, and currently
beneficially owns less than 1% of the outstanding shares of Common Stock.

      Opinions that confirm the compliance, in all material respects, of the
provisions of the Executive Plan and the Supplemental Plan with the applicable
requirements of the Employee Retirement Income Security Act of 1974, as amended,
will be passed upon for AIG by Sullivan & Cromwell, New York, New


                                      II-7
<PAGE>
York. Partners of Sullivan & Cromwell involved in the representation of AIG
beneficially own approximately 7,865 shares of AIG's Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The amended and restated certificate of incorporation of AIG provides that
AIG shall indemnify to the full extent permitted by law any person made, or
threatened to be made, a party to an action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she,
his or her testator or intestate is or was a director, officer or employee of
AIG or serves or served any other enterprise at the request of AIG. Section 6.4
of AIG's by-laws contains a similar provision.

      The amended and restated certificate of incorporation also provides that a
director will not be personally liable to AIG or its shareholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
the exemption from liability or limitation thereof is not permitted by the
Delaware General Corporation Law.

      Section 145 of the Delaware General Corporation Law permits
indemnification against expenses, fines, judgments and settlements incurred by
any director, officer or employee of a company in the event of pending or
threatened civil, criminal, administrative or investigative proceedings, if such
person was, or was threatened to be made, a party by reason of the fact that he
or she is or was a director, officer or employee of the company. Section 145
also provides that the indemnification provided for therein shall not be deemed
exclusive of any other rights to which those seeking indemnification may
otherwise be entitled. In addition, AIG and its subsidiaries maintain a
directors' and officers' liability insurance policy.

      The Executive Plan provides that neither any member of the committee
established under the Executive Plan nor any other person participating in the
determination of any question under the Executive Plan, or in the
interpretation, administration or application of the Executive Plan shall have
any liability to any party for any action taken or not taken in good faith under
the Executive Plan. The Executive Plan also provides that members of the
committee and any person serving in the capacity of plan administrator shall be
indemnified and held harmless by AIG against any and all claims, losses, damages
or expenses arising from any action or failure to act with respect to the
Executive Plan, except in the case of willful misconduct.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8. EXHIBITS

      The exhibits are listed in the exhibit index.

ITEM 9. UNDERTAKINGS

      AIG hereby undertakes:

      (a)   (1) To file, during any period in which offers or sales are being
            made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933 as amended;

                  (ii) To reflect in the prospectus any facts or events arising
            after the effective date of this registration statement (or the most
            recent post-effective amendment thereof) which, individually


                                      II-8
<PAGE>
            or in the aggregate, represent a fundamental change in the
            information set forth in this registration statement;

                  (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in this registration
            statement or any material change to such information in this
            registration statement;

provided, however, that paragraphs (a) (1)(i) and (a) (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by AIG pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.

                  (2) That, for the purpose of determining any liability under
            the Securities Act of 1933, each such post-effective amendment shall
            be deemed to be a new registration statement relating to the
            securities offered therein, and the offering of such securities at
            that time shall be deemed to be the initial bona fide offering
            thereof.

                  (3) To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.

                  (4) That, for purposes of determining any liability under the
            Securities Act of 1933, each filing of AIG's annual report pursuant
            to Section 13(a) or Section 15(d) of the Exchange Act that is
            incorporated by reference in this registration statement shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

            (b)   Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of AIG pursuant to the foregoing
                  provisions, or otherwise, AIG has been advised that in the
                  opinion of the Commission such indemnification is against
                  public policy as expressed in the Securities Act of 1933 and
                  is, therefore, unenforceable. In the event that a claim for
                  indemnification against such liabilities (other than the
                  payment by AIG of expenses incurred or paid by a director,
                  officer or controlling person of AIG in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, AIG will, unless in the opinion
                  of its counsel the matter has been settled by controlling
                  precedent, submit to a court of appropriate jurisdiction the
                  question whether such indemnification by it is against public
                  policy as expressed in the Securities Act of 1933 and will be
                  governed by the final adjudication of such issue.


                                      II-9
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 29th day of
November, 2002.

                                 AMERICAN INTERNATIONAL GROUP, INC.


                                 By: /s/ M.R. Greenberg
                                     -------------------------------------------
                                     Name: M.R. Greenberg
                                     Title: Chairman and Chief Executive Officer


      KNOW ALL MEN BY THESE PRESENTS: that each person whose signature appears
below constitutes and appoints M. R. Greenberg, Edward E. Matthews and Howard I.
Smith, and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this registration statement on Form
S-8, and to file the same, with all exhibits thereto, and other documents in
connection herewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-law and agents, and each of them, full power and authority to
do and perform each and every act and thing required and necessary to be done in
and about the foregoing as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
          SIGNATURE                               TITLE                          DATE
<S>                               <C>                                       <C>
                                  Chairman, Chief Executive Officer and
/s/ M.R. Greenberg                Director (Principal Executive Officer)    November 29, 2002
- -----------------------------
      (M.R. Greenberg)

                                     Executive Vice President, Chief
                                      Financial Officer and Director
/s/ Howard I. Smith                   (Principal Financial Officer)         November 29, 2002
- -----------------------------
      (Howard I. Smith)


                                      Vice President and Comptroller
/s/ Michael J. Castelli               (Principal Accounting Officer)        November 29, 2002
- -----------------------------
    (Michael J. Castelli)


/s/ M. Bernard Aidinoff                          Director                   November 29, 2002
- -----------------------------
    (M. Bernard Aidinoff)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          SIGNATURE                               TITLE                          DATE
<S>                               <C>                                       <C>
/s/ Eli Broad                                    Director                   November 29, 2002
- -----------------------------
         (Eli Broad)


/s/ Pei-Yuan Chia                                Director                   November 29, 2002
- -----------------------------
       (Pei-yuan Chia)


/s/ Marshall A. Cohen                            Director                   November 29, 2002
- -----------------------------
     (Marshall A. Cohen)


/s/ Barber B. Conable, Jr.                       Director                   November 29, 2002
- -----------------------------
  (Barber B. Conable, Jr.)


/s/ Martin S. Feldstein                          Director                   November 29, 2002
- -----------------------------
    (Martin S. Feldstein)


/s/ Ellen V. Futter                              Director                   November 13, 2002
- -----------------------------
      (Ellen V. Futter)


/s/ Carla Hills                                  Director                   November 29, 2002
- -----------------------------
      (Carla A. Hills)


/s/ Frank J. Hoenemeyer                          Director                   November 29, 2002
- -----------------------------
    (Frank J. Hoenemeyer)


                                                 Director
- -----------------------------
   (Richard C. Holbrooke)


/s/ Edward E. Matthews                           Director                   November 29, 2002
- -----------------------------
    (Edward E. Matthews)


/s/ Martin J. Sullivan                           Director                   November 29, 2002
- -----------------------------
    (Martin J. Sullivan)


/s/ Thomas R. Tizzio                             Director                   November 29, 2002
- -----------------------------
     (Thomas R. Tizzio)


/s/ Edmund S.W. Tse                              Director                   November 29, 2002
- -----------------------------
      (Edmund S.W. Tse)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
          SIGNATURE                               TITLE                          DATE
<S>                               <C>                                       <C>
/s/ Jay S. Wintrob                               Director                   November 29, 2002
- -----------------------------
      (Jay S. Wintrob)


/s/ Frank G. Wisner                              Director                   November 29, 2002
- -----------------------------
      (Frank G. Wisner)


/s/ Frank G. Zarb                                Director                   November 29, 2002
- -----------------------------
       (Frank G. Zarb)
</TABLE>
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                      DESCRIPTION                              LOCATION
 ------                      -----------                              --------
<S>        <C>                                                  <C>
   4       Instruments defining rights of security holders

           (a)  American International Group, Inc.
           Executive Deferred Compensation Plan.............    Filed as exhibit hereto.

           (b)  American International Group, Inc.
           Supplemental Incentive Savings Plan .............    Filed as exhibit hereto.

  5.1      Opinion of Kathleen E. Shannon re validity.......    Filed as exhibit hereto.

  5.2      Opinion of Sullivan & Cromwell re compliance of
           American International Group, Inc. Executive
           Deferred Compensation Plan with ERISA............    Filed as exhibit hereto.

  5.3      Opinion of Sullivan & Cromwell re compliance of
           American International Group, Inc. Supplemental
           Incentive Savings Plan with ERISA................    Filed as exhibit hereto.

   15      Letter re unaudited interim financial
           information......................................    Not applicable.

   23      Consents of experts and counsel

           (a) PricewaterhouseCoopers LLP...................    Filed as exhibit hereto.

           (b) Kathleen E. Shannon, Esq.....................    Included in Exhibit 5.1.

           (c) Sullivan & Cromwell..........................    Included in Exhibit 5.2 and Exhibit 5.3.

   24      Power of Attorney................................    Included in signature pages.
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.A
<SEQUENCE>3
<FILENAME>y66402exv4wa.txt
<DESCRIPTION>EXECUTIVE DEFERRED COMPENSATION PLAN
<TEXT>
<PAGE>

                                                                    Exhibit 4(a)

                       AMERICAN INTERNATIONAL GROUP, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN

         Section 1. Purposes.

         The purposes of the Plan are to provide Eligible Employees with an
opportunity to defer the receipt of certain compensation and to attract and
retain such individuals.

         Section 2. Definitions.

         "Account" means the bookkeeping account and subaccounts established and
maintained by the Company reflecting each Participant's interest under the Plan.

         "Affiliate" means any entity directly or indirectly controlling,
controlled by, or under common control with, the Company or any other entity
designated by the Committee in which the Company or an Affiliate has an
interest.

         "Base Compensation" means the W-2 income of an Employee, including
wages, salary and overtime pay, and including amounts contributed by an Employee
to any plan maintained by the Company under Section 125 or 401(k) of the Code
and deferrals to this Plan and any other non-qualified deferred compensation
plan maintained by the Company. Such Base Compensation shall exclude any income
attributable to exercise of incentive stock options and non-qualified stock
options.

         "Beneficiary" means the person or entity designated by a Participant,
in writing on a form provided by the Company for such purpose, to receive
payments under the Plan in the event of his or her death while a Participant or,
in the absence of such designation, the Participant's estate.

         "Board of Directors" means the Board of Directors of the Company.

         "Bonus" means any cash bonus payable to an Employee by the Company or
its Subsidiaries, determined without regard to any elections under the Plan.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Change in Control" means, except as otherwise determined by the
Committee, a merger, consolidation, mandatory share exchange or other similar
business combination of the Company with or into any other entity or any
transaction in which another person or entity acquires all of the issued and
outstanding Common Stock of the Company or all or substantially all of the
assets of the Company.

         "Commission" means any commission payable to an Employee by the Company
or its Subsidiaries, determined without regard to any elections under the Plan.

         "Committee" means the Retirement Board of the Company or its respective
delegate or designee.

         "Common Stock" means the common stock of the Company, par value $2.50
per share.
<PAGE>
         "Company" means American International Group, Inc. and its successors.

         "Deferral Period" means the period(s) established by the Committee from
time to time as the period(s) for which amounts may be deferred pursuant to
Section 3.2(i).

         "Deemed Investment" means a hypothetical investment(s) or investment
fund(s) or vehicle(s), including without limitation mutual funds, money market
accounts or funds, and debt and equity securities, including equity securities
of the Company or its Affiliates, designated as a Deemed Investment pursuant to
Section 3.5(i).

         "Disability" means a period of disability during which a Participant
qualifies for total and permanent disability benefits under the Participant's
employer's long-term disability plan, or, if a Participant does not participate
in such a plan, a period of disability during which the Participant would have
qualified for total permanent disability benefits under such a plan had the
Participant been a participant in such a plan, as determined in the sole
discretion of the Plan Administrator. If the Participant's employer does not
sponsor such a plan, or discontinues to sponsor such a plan, Disability shall be
determined by the Plan Administrator in its sole discretion.

         "Eligible Employee" means an Employee designated as an Eligible
Employee pursuant to Section 3.1.

         "Employee" means an employee of the Company or any of its Subsidiaries.

         "Fiscal Year" means the Company's fiscal year.

         "Participant" means an Eligible Employee who has elected to participate
in the Plan.

         "Plan" means this American International Group, Inc. Executive Deferred
Compensation Plan.

         "Plan Administrator" means such person or persons designated by the
Committee to administer the Plan.

         "Plan Eligible Pay" means an Employee's Base Compensation, Commissions
and Bonus, but excluding any severance or termination pay, fringe benefits (cash
and noncash), gains from share option exercises and moving expenses or other
expense allowances.

         "Plan Year" means the calendar year.

         "Subsidiary" means any entity that, directly or indirectly, is
controlled by the Company, or any entity in which the Company has a significant
equity interest, in either case as determined by the Committee.

         "Unforeseeable Financial Emergency" means an unanticipated emergency
that is caused by an event beyond the control of the Participant that would
result in severe financial hardship to the Participant resulting from (i) a
sudden and unexpected illness or accident of the Participant or a dependent of
the Participant, (ii) a loss of the Participant's property due to casualty, or
(iii) such other extraordinary and unforeseeable circumstances arising as a
result of events beyond the


                                       2
<PAGE>
control of the Participant, all as determined in the sole discretion of the
Committee. In making its determination, the Committee shall be guided by the
prevailing authorities applicable under the Code so as to result in the
Participant not being in constructive receipt of any distribution due to an
Unforeseeable Financial Emergency. In no event shall the purchase of a home, the
payment of tuition or an event that can be relieved by insurance, be considered
as an Unforeseeable Financial Emergency.

         Section 3. Eligibility and Participation.

                  3.1 Eligibility.

                           (i) Any Employee whose Plan Eligible Pay is equal to
or exceeds $200,000 in a calendar year may elect to participate in the Plan in
the following year.

                           (ii) Notwithstanding any other provision of the Plan,
if the amount of a Participant's Plan Eligible Pay decreases to an amount that
is less than $200,000 in any calendar year, such Participant shall not be
eligible to participate in the Plan in the following year.

                  3.2 Deferral Elections.

                           (i) Beginning with the 2003 Plan Year and each Plan
Year thereafter, an Eligible Employee may elect to defer: (i) up to 50% of the
portion of such Participant's Base Compensation that exceeds $200,000 of his or
her Base Compensation for a calendar year, and (ii) up to 100% of such
Participant's Bonus and Commissions for a calendar year. For the first Plan Year
beginning January 1, 2003, an eligible Bonus will be those paid for performance
in 2003 and thereafter. The aggregate amount of a Participant's deferral may not
exceed $300,000 with respect to any Plan Year. Each election must be made in
writing on a form provided by the Company for such purpose. Unless otherwise
provided by the Committee, an Eligible Employee may, as part of such election,
designate a Deferral Period. Such election shall be subject to the terms and
conditions of the Plan and such rules as the Committee may establish from time
to time. Such election shall be irrevocable, provided that the Committee may, in
accordance with such rules as it may establish from time to time, permit a
Participant to change such election, provided, however, that any such change in
election shall apply only to compensation not yet payable.

                  3.3 Suspension of Deferrals.

                           (i) If a Participant experiences an Unforeseeable
Financial Emergency, the Participant may petition the Committee to suspend any
deferrals previously elected. The Committee shall determine, in its sole
discretion, whether to approve the Participant's petition. If the petition for a
suspension is approved, suspension shall take effect upon the date of approval.

                           (ii) From and after the date that a Participant is
deemed to have suffered a Disability that results in the Participant taking an
unpaid or partially-paid leave of absence, any standing deferral election of the
Participant shall automatically be suspended and no further deferrals shall be
made with respect to the Participant.


                                       3
<PAGE>
                  3.4 Resumption of Deferrals.

                           (i) If deferrals by a Participant have been suspended
during a Plan Year due to an Unforeseeable Financial Emergency or a Disability,
the Participant should not be eligible to make any further deferrals in respect
of that Plan Year. The Participant may be eligible to make deferrals for
subsequent Plan Years provided the Participant is otherwise eligible to make
deferrals for such subsequent Plan Years and the Participant complies with the
election requirements under the Plan.

                           (ii) Each Eligible Employee must make a new deferral
election with respect to his or her Plan Eligible Pay for each Plan Year. If a
new election is not timely made, such Plan Eligible Pay shall be paid in
accordance with the Company's regular payroll practices.

                  3.5 Deemed Investments.

                           (i) The Committee may from time to time designate one
or more Deemed Investments in which the amount credited to a Participant's
Account shall be deemed invested.

                           (ii) If the Committee designates more than one Deemed
Investment, a Participant may make an investment preference election with
respect to amounts credited to his or her Account. Such election must be made in
writing on a form provided by the Company for such purpose and shall be subject
to the terms and conditions of the Plan and such rules as the Committee may
establish from time to time. The Committee may, in accordance with such rules as
it may establish from time to time, permit a Participant to change such election
prospectively and may impose a limit on the number of times a Participant may
transfer in and out of any Deemed Investment during any 12-month period. If a
Participant does not make a timely investment preference election, amounts
credited to the Participant's Account shall be deemed invested in an interest
bearing Deemed Investment, as designated by the Committee.

                           (iii) Earnings on any amounts deemed invested in any
Deemed Investment shall be deemed reinvested in such investment. Neither the
Committee, the Company, the trustee of any trust established pursuant to the
Plan, nor any other person is under any obligation to actually invest such
amounts in accordance with the election made by the Participant.

                           (iv) Notwithstanding anything herein to the contrary,
any Participant who is an executive officer of the Company within the meaning of
Section 16(a) of the Securities and Exchange Act of 1934 shall not be allowed to
make an investment preference election in a Deemed Investment in any fund that
is a hypothetical account measured by any equity security of the Company.

         Section 4. Accounts.

         An Account shall be maintained for each Participant. A Participant's
Account shall be credited with the amount of Plan Eligible Pay deferred as of
the date(s) payment would otherwise have been made to the Participant and shall
be debited with the amount of any distributions under the Plan. Each month, the
Participant's Account shall be credited or debited,


                                       4
<PAGE>
as the case may be, with notional gains and losses at the same time and in the
same manner as if such Account were actually invested in the Deemed Investments
in accordance with Section 3.3. Any earnings credited under the Deemed
Investment (such as interest, dividends and distributions) shall be deemed to be
reinvested in that Deemed Investment, unless the Committee determines otherwise.
All notional acquisitions and dispositions of the Deemed Investment under a
Participant's Account shall be deemed to occur at such times as the Committee
shall determine to be administratively feasible in its sole discretion and the
Participant's Account shall be adjusted accordingly. In addition, a
Participant's Account may be adjusted from time to time, in accordance with
procedures and practices established by the Committee, in its sole discretion,
to reflect any notional transactional costs and other fees and expenses relating
to the deemed investment, disposition or carrying of the Deemed Investment with
respect to such account.

         Section 5. Distributions.

                  5.1 In General.

                           (i) Except as provided otherwise in Section 5.1(vi),
the distribution of the value of a Participant's Account shall be made or
commence to the Participant (or to his or her Beneficiary, as the case may be)
as soon as practicable following such Participant's termination of employment.

                           (ii) All distributions shall be made in cash.

                           (iii) If the Participant terminates employment prior
to attainment of age 60, such distribution shall be made in a lump sum. If,
however, the Participant terminates employment on or after reaching age 60, then
such distribution shall be made in accordance with any of the following three
elections (provided the Participant makes such election at least two (2) years
prior to the date of such termination): (i) a lump sum payable at any time
within ten (10) years after termination, (ii) one hundred twenty (120) equal
monthly installments, or (iii) sixty (60) equal monthly installments; provided,
however, that if the Participant terminates employment with the Company and
accepts employment with a company within one (1) year of such termination of
employment that is determined by the Retirement Committee, in its discretion, to
compete with the Company, or any of its Affiliates, in any of its businesses,
then notwithstanding any prior election such distribution shall be made in a
lump sum. Such election must be made in writing on a form provided by the
Company for such purpose. Such election shall be subject to the terms and
conditions of the Plan and such rules as the Committee may establish from time
to time. Such election shall be irrevocable, provided that the Committee may, in
accordance with such rules as it may establish from time to time, permit a
Participant to change such election. If the Participant does not make a timely
written election, such distribution shall be made in a lump sum. A Participant's
amended distribution election shall be void and the original distribution
election shall control if, within 13 months after submitting the amended
election, the Participant would have but for the amended election, become
entitled to commence receiving distributions of the Participant's Account under
the original election.

                           (iv) If installment payments are elected, the amount
of each such installment shall be determined by dividing the value of the
Participant's Account as of the applicable date by the number of installment
payments remaining.


                                       5
<PAGE>
                           (v) A Participant shall not be deemed to have
terminated employment with the Company if he or she transfers employment to, and
so long as he or she remains an employee of, an Affiliate.

                  5.2 Hardship Distributions. Upon application by the
Participant and a finding by the Committee that a Participant has suffered an
Unforeseeable Financial Emergency, and to the extent permitted by applicable
law, the Committee may distribute to the Participant a cash lump sum that does
not exceed the amount required to meet the immediate financial need created by
the Unforeseeable Financial Emergency and that is not reasonably available from
other sources of the Participant, including but not limited to, hardship
withdrawals under any qualified plan maintained by the Company in which the
Participant is eligible to participate; provided, however, that no such
distribution may be made in excess of the value of the Participant's Account at
the applicable time.

                  5.3 Death Benefit.

                           (i) A Participant's designated Beneficiary under the
Plan shall receive a death benefit, equal to the balance of the Participant's
Account, if the Participant dies before he or she has received a complete
distribution of such Account.

                           (ii) The death benefit shall be payable to the
Beneficiary(ies) last designated on the applicable beneficiary designation form
in a lump sum payment as soon as practicable after the Participant's death.

                  5.4 Committee Discretion. Not withstanding anything in the
Plan to the contrary, the Committee, in its discretion, may determine that any
distribution under Section 5 shall not be paid in a lump sum, but instead shall
be paid in installments over a period not to exceed one hundred twenty (120)
monthly installments.

                  5.5 Effect of Payment. The full payment of a Participant's
Account under the provisions of the Plan shall completely discharge all
obligations to the Participant and his or her designated Beneficiaries under the
Plan.

         Section 6. Administration.

                  6.1 In General. The Committee shall have full and complete
authority, in its sole and absolute discretion, (i) to exercise all of the
powers granted to it under the Plan, (ii) to construe, interpret and implement
the Plan and any related document, (iii) to prescribe, amend and rescind rules
relating to the Plan, (iv) to make all determinations necessary or advisable in
administering the Plan, and (v) to correct any defect, supply any omission and
reconcile any inconsistency in the Plan.

                  6.2 Determinations. The actions and determinations of the
Committee or others to whom authority is delegated under the Plan on all matters
relating to the Plan shall be final, conclusive and binding on all persons
(including Participants and their Beneficiaries). Such actions and
determinations need not be uniform.


                                       6
<PAGE>
                  6.3 Appointment of Experts. The Committee may appoint such
accountants, counsel, and other experts as it deems necessary or desirable in
connection with the Plan.

                  6.4 Delegation. The Committee may delegate to the Plan
Administrator or to other employees of the Company and to third parties the
authority to execute and deliver such instruments and documents and to do all
such things deemed necessary, advisable or convenient for the effective
administration of the Plan in accordance with its terms and purposes.

                  6.5 Books and Records. The Committee and others to whom duties
are delegated pursuant to the Plan shall keep a record of all their proceedings
and actions and shall maintain all such books of account, records and other data
as shall be necessary for the proper administration of the Plan.

                  6.6 Payment of Expenses. The Company shall pay all reasonable
expenses of administering the Plan, including, but not limited to, the payment
of professional and expert fees.

                  6.7 Claims Procedure.

                           (i) Filing of Claim. Any Participant or beneficiary
under the Plan may file a written claim for a Plan benefit with the Retirement
Board or with a person named by the Retirement Board to receive claims under the
Plan.

                           (ii) Notice of Denial of Claim. In the event of a
denial or limitation of any benefit or payment due to nor requested by, any
Participant or beneficiary under the Plan ("claimant"), the claimant shall be
given a written notification containing specific reasons for the denial or
limitation of the benefit. The written notification shall be written in a manner
calculated to be understood by the claimant and shall contain specific reference
to the pertinent Plan provisions on which the denial or limitation of the
benefit is based. In addition, it shall contain a description of any other
material or information necessary for the claimant to perfect a claim, and an
explanation of why such material or information is necessary. The notification
shall further provide appropriate information as to the steps to be taken if the
claimant wishes to submit a claim for review, including but not limited to the
applicable time limits for submitting such claim and a statement of the
claimant's right to bring a civil action under section 502(a) of ERISA following
an adverse benefit determination on review. This written notification shall be
given to a claimant within 90 days after receipt of the claim by the Retirement
Board unless special circumstances require an extension of time to process of
the claim. If such an extension of time for processing is required, written
notice of the extension shall be furnished to the claimant prior to the
termination of said 90-day period, and such notice shall indicate the special
circumstances which make the postponement appropriate and the date by which the
Plan expects to render the benefit determination. In no event may such extension
exceed a period of 90 days from the end of the initial 90-day period.

                           (iii) Right of Review. In the event of a denial or
limitation of the claimant's benefit, the claimant or the claimant's duly
authorized representative may make a written request for a full and fair review
of the claim and its denial by the Retirement Board;


                                       7
<PAGE>
provided, however, that such written request must be received by the Retirement
Board within 60 days after receipt by the claimant of written notification of
the denial or limitation of the claim. The 60-day requirement may be waived by
the Retirement Board in appropriate cases. As part of such review, the claimant
or the claimant's duly authorized representative shall be provided, upon request
and free of charge, reasonable access to all documents, records or other
information relevant to the claimant's claim for benefits and shall be permitted
to submit to the Retirement Board written comments, documents records and other
information relating to the claim, which shall be taken into account by the
Retirement Board in making its determination on review, without regard to
whether such information was submitted or considered in the initial benefit
determination.

                           (iv) Decision on Review. A decision on review shall
be rendered by the Retirement Board within 60 days after the receipt of the
request for review, unless special circumstances require an extension of time to
process of the claim. If such an extension of time for processing is required,
written notice of the extension shall be furnished to the claimant prior to the
termination of said 60-day period, and such notice shall indicate the special
circumstances which make the postponement appropriate and the date by which the
Plan expects to render the determination on review. In no event may such
extension exceed a period of 60 days from the end of the initial 60-day period.
Any decision on review by the Retirement Board shall be furnished to the
claimant in writing and shall set forth the specific reasons for the decision
and the specific Plan provisions on which the decision is based. The decision on
review shall be written in a manner calculated to be understood by the claimant
and shall include a statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the claimant's claim for benefits and
a statement of the claimant's right to bring a civil action under section 502(a)
of ERISA.

                           (v) Writings and Electronic Communications. All
elections, notices and other communication with respect to the Plan, including
signatures relating to such documentation, may be executed and stored on paper,
electronically or in another medium. Any documentation executed or stored
electronically shall comply with the Electronic Signatures Act.

                  6.8 Distribution in the Event of Taxation. If, for any reason,
all or any portion of a Participant's benefit under this Plan becomes taxable to
the Participant prior to receipt, a Participant may petition the Committee for a
distribution of that portion of his or her benefit that has become taxable. Upon
the grant of such a petition, which grant shall not be unreasonably withheld,
the Company shall distribute to the Participant immediately available funds in
an amount equal to the taxable portion of his or her benefit (which amount shall
not exceed the remaining balance of a Participant's Account). If the petition is
granted, the tax liability distribution shall be made as soon as practicable
after the Participant's petition is granted. Such a distribution shall affect
and reduce the benefits to be paid under this Plan.

         Section 7. Miscellaneous.

                  7.1 Nonassignability.

                           (i) Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate, alienate or convey in advance of
actual receipt, the amounts, if any, payable


                                       8
<PAGE>
hereunder, or any part thereof, which are, and all rights to which are expressly
declared to be, unassignable and non-transferable. No part of the amounts
payable shall, prior to actual payment, be subject to seizure, attachment,
garnishment or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, be transferable
by operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency or be transferable to a spouse as a result of a
property settlement or otherwise.

                           (ii) Notwithstanding Section 7.1(i), if a Participant
is indebted to the Company at any time when payments are to be made by the
Company to the Participant under the provisions of the Plan, the Company shall
have the right to reduce the amount of payment to be made to the Participant (or
the Participant's beneficiary) to the extent of such indebtedness. Any election
by the Company not to reduce such payment shall not constitute a waiver of its
claim for such indebtedness.

                  7.2 Withholding Taxes.

                           (i) Annual Deferral Amounts. For each Plan Year for
which a Participant has made a deferral election, the Participant's employer
shall withhold from that portion of the Participant's compensation that is not
being deferred, in a manner determined by the employer, the Participant's share
of FICA and other employment taxes; provided, however, that the Committee may
reduce the amount of the Participant's deferral if necessary to comply with
applicable withholding requirements.

                           (ii) Distributions. The Participant's employer shall
withhold from any payments made to a Participant under this Plan or from such
Participant's other compensation all federal, state and local income, employment
and other taxes required to be withheld by the employer in connection with such
payments, in amounts and in a manner to be determined in the sole discretion of
the employer.

                  7.3 Amendment or Termination of the Plan.

                           (i) The Plan (or any portion thereof) may be amended
or altered by the Board of Directors in any respect, provided that no such
amendment shall materially diminish the rights of a Participant (or Beneficiary,
as the case may be) without the Participant's (or Beneficiary's) consent. The
Committee may make such amendments to the Plan which are administrative,
technical or required by law.

                           (ii) The Board of Directors may terminate the Plan
(or any portion thereof) at any time and, anything in this Plan to the contrary
notwithstanding, distribute the value of each Participant's Account to the
Participant (or to his or her Beneficiary, as the case may be) in a cash lump
sum as soon as practicable after such termination.

                  7.4 Other Payments or Awards. Nothing contained in the Plan
shall be deemed in any way to limit or restrict the Company from adopting or
continuing in effect any compensation arrangements, or making any award or
payment to any person under any other plan, arrangement or understanding,
whether now existing or hereafter in effect.


                                       9
<PAGE>
                  7.5 Payments to Other Persons. If payments are required by
court order to be made to any person other than the person to whom any amount is
payable under the Plan, such payments shall be made accordingly. Any such
payment shall be a complete discharge of the liability of the Company and its
Affiliates under the Plan.

                  7.6 Unfunded Plan. Participants and Beneficiaries shall have
no rights under the Plan other than as unsecured general creditors of the
Company. Nothing in this Plan shall require the Company to purchase assets or
place assets in a trust or other entity or otherwise to segregate any assets for
the purpose of satisfying any obligations under the Plan, and no Participant or
Beneficiary shall have any secured interest in or claim on any assets of the
Company. The Company may nevertheless place assets in a trust pursuant to one or
more trust agreements between the Company and a trustee. The assets of any such
trust shall remain subject to the Company's general creditors, and no
Participant or Beneficiary shall have any secured interest in or claim on any
such assets.

                  7.7 Limits of Liability. Neither the Committee, Company nor
any other person participating in any determination of any question under the
Plan, or in the interpretation, administration or application of the Plan, shall
have any liability to any party for any action taken or not taken in good faith
under the Plan.

                  7.8 Indemnification. The Company shall indemnify and hold
harmless the members of the Committee and any person(s) serving in the capacity
of Plan Administrator against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this Plan,
except in the case of willful misconduct.

                  7.9 No Right of Employment. Nothing in this Plan shall be
construed as creating any contract of employment or conferring upon the
Participant any right to continue in the employ or other service of the Company
or limit in any way the right of the Company to change such Participant's other
compensation or other benefits or to terminate the employment or other service
of such Participant with or without cause.

                  7.10 Section Headings. The section headings contained herein
are for convenience only, and in the event of any conflict, the text of the
Plan, rather than the section headings, shall control.

                  7.11 Invalidity. If any term or provision contained herein is
to any extent invalid or unenforceable, such term or provision shall be reformed
so that it is valid, and such invalidity or unenforceability shall not affect
any other provision or part hereof.

                  7.12 Applicable Law. The Plan shall be governed by the laws of
the State of New York, as determined without regard to the conflict of law
principles thereof.

                  7.13 Effective Date. The Plan shall be effective as of January
1, 2003.

         Section 8. Change in Control.

                           (i) In the event of a Change in Control, the Plan
shall be deemed to have terminated as of such Change in Control unless the
Company has, no later than three days


                                       10
<PAGE>
before such Change of Control, placed assets in an irrevocable trust (or in a
trust that became irrevocable upon such Change in Control) pursuant to one or
more trust agreements between the Company and a trustee independent of the
Company and its affiliates in an amount equal to not less than one hundred
percent (100%) of the aggregate value of all Accounts. In the event of such a
termination of the Plan, anything in the Plan to the contrary notwithstanding,
the value of each Participant's Account shall be distributed to the Participant
(or to his Beneficiary, as the case may be) in a cash lump sum as soon as
practicable after (but in no event later than five (5) days after) such
termination.

         (ii) In the event that the Plan shall not be deemed terminated pursuant
to Section 8(i), the Plan shall continue in full force and effect, provided
that,

                  (a) anything in the Plan to the contrary notwithstanding,
         neither the Committee nor the Board of Directors shall amend the Plan
         or take any other action that would materially diminish the rights of a
         Participant (or Beneficiary, as the case may be) without the
         Participant's (or Beneficiary's) consent, including but not limited to
         eliminating any Deemed Investment offered at the time of the Change in
         Control without offering a comparable Deemed Investment in place
         thereof, limiting distribution options or reducing or failing to timely
         satisfy the ongoing funding obligations with respect to any related
         trust in accordance with its terms; and

                  (b) the Board of Directors may terminate the Plan in
         accordance with Section 7.3(ii).


                                       11
<PAGE>
         IN WITNESS WHEREOF, this American International Group, Inc. Executive
Deferred Compensation Plan has been duly executed this 13th day of November,
2002.



                                 AMERICAN INTERNATIONAL GROUP, INC.

                                       /s/ Axel I. Freudmann
                                 -------------------------------------
                                Name:      Axel I. Freudmann
                                Title: Senior Vice President --
                                       Human Resources



                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.B
<SEQUENCE>4
<FILENAME>y66402exv4wb.txt
<DESCRIPTION>SUPPLEMENTAL INCENTIVE SAVINGS PLAN
<TEXT>
<PAGE>
                                                                    Exhibit 4(b)





                       AMERICAN INTERNATIONAL GROUP, INC.
                       SUPPLEMENTAL INCENTIVE SAVINGS PLAN










                                                      EFFECTIVE: JANUARY 1, 2003
<PAGE>
                                Table of Contents

<TABLE>
<CAPTION>
                                                                            Page

<S>   <C>                                                                   <C>
                                    ARTICLE 1
                                  INTRODUCTION

1.1   INTRODUCTION.......................................................      1

                                    ARTICLE 2
                                   DEFINITIONS

2.1   BOARD OF DIRECTORS.................................................      2

2.2   CODE...............................................................      2

2.3   COMPANY............................................................      2

2.4   COMPENSATION.......................................................      2

2.5   DEFERRAL ACCOUNT...................................................      2

2.6   DEFERRAL ELECTION..................................................      2

2.7   DISTRIBUTION COMMENCEMENT DATE.....................................      2

2.8   DISTRIBUTION ELECTION..............................................      2

2.9   EFFECTIVE DATE.....................................................      2

2.10  ELIGIBLE EMPLOYEE..................................................      3

2.11  EMPLOYEE DEFERRAL CREDITS..........................................      3

2.12  ERISA..............................................................      3

2.13  INVESTMENT BENCHMARK(S)............................................      3

2.14  PARTICIPANT........................................................      3

2.15  PLAN...............................................................      3

2.16  PLAN YEAR..........................................................      3

2.17  QUALIFIED PLAN.....................................................      3

2.18  RETIREMENT BOARD...................................................      3

2.19  VANGUARD FUNDS.....................................................      3

                                    ARTICLE 3
                                  PARTICIPATION

3.1   ELIGIBILITY TO PARTICIPATE.........................................      4

3.2   PLAN ENTRY DATE....................................................      4

3.3   CHANGE IN STATUS AS ELIGIBLE EMPLOYEE..............................      4
</TABLE>



                                       i
<PAGE>
<TABLE>
<S>   <C>                                                                   <C>
                                    ARTICLE 4
                      DEFERRAL ACCOUNTS, DEFERRAL ELECTIONS

4.1   ESTABLISHMENT OF PARTICIPANT ACCOUNTS..............................      5

4.2   EMPLOYEE DEFERRAL CREDITS..........................................      5

4.3   DEFERRAL ELECTION..................................................      5

4.4   CREDITS FOR INVESTMENT EARNINGS / DEBITS FOR INVESTMENT LOSSES.....      5

                                 ARTICLE 5
                            VESTING OF ACCOUNTS

5.1   VESTING OF DEFERRAL ACCOUNTS.......................................      7

                                 ARTICLE 6
                            PAYMENT OF BENEFITS

6.1   IN GENERAL.........................................................      8

6.2   DEATH BENEFIT......................................................      9

6.3   COMMITTEE DISCRETION...............................................      9

6.4   EFFECT OF PAYMENT..................................................      9

                                 ARTICLE 7
                     AMENDMENT OR TERMINATION OF PLAN

7.1   AMENDMENTS.........................................................     10

7.2   RIGHT TO TERMINATE.................................................     10

                                 ARTICLE 8
                               MISCELLANEOUS

8.1   UNFUNDED PLAN......................................................     11

8.2   NONGUARANTEE OF EMPLOYMENT.........................................     11

8.3   NONALIENATION OF BENEFITS..........................................     11

8.4   TAXES AND WITHHOLDING..............................................     11

8.5   APPLICABLE LAW.....................................................     12

8.6   HEADINGS AND SUBHEADINGS...........................................     12

8.7   SEVERABILITY.......................................................     12

                                 ARTICLE 9
                        ADMINISTRATION OF THE PLAN

9.1   POWERS AND DUTIES OF THE RETIREMENT BOARD..........................     13

9.2   CLAIMS PROCEDURE...................................................     13
</TABLE>



                                       ii
<PAGE>
                                    ARTICLE 1

                                  INTRODUCTION

1.1   INTRODUCTION
      This American International Group, Inc. Supplemental Incentive Savings
      Plan (the "Plan") has been established by American International Group,
      Inc. (the "Company") for the purpose of providing deferred compensation
      for a select group of management or highly compensated employees who
      contribute materially to the continued growth, development and future
      business success of the Company.

      This Plan is intended to constitute a non-qualified, unfunded plan for
      federal tax purposes and for purposes of Title I of ERISA. This Plan is to
      be maintained and administered according to the terms of this document and
      the Retirement Board shall have the sole authority to construe, interpret
      and administer the Plan.
<PAGE>
                                    ARTICLE 2

                                   DEFINITIONS

Wherever used in the Plan, the following terms have the meanings set forth
below, unless otherwise expressly provided:

2.1   BOARD OF DIRECTORS
      BOARD OF DIRECTORS means the Board of Directors of the Company.

2.2   CODE
      CODE means the Internal Revenue Code of 1986, as amended.

2.3   COMPANY
      COMPANY means American International Group, Inc., a Delaware corporation,
      and its affiliates or subsidiaries.

2.4   COMPENSATION
      COMPENSATION means the W-2 income of an Employee, including wages, salary
      and overtime pay, and including amounts contributed by an Employee to any
      plan maintained by the Company under Section 125 or 401(k) of the Code and
      deferrals to this Plan and any other non-qualified deferred compensation
      plan maintained by the Company.

2.5   DEFERRAL ACCOUNT
      DEFERRAL ACCOUNT means the separate recordkeeping account established by
      the Retirement Board in the name of each Participant to record Employee
      Deferral Credits, investment adjustments and benefit payments, as further
      described in Section 4.1.

2.6   DEFERRAL ELECTION
      DEFERRAL ELECTION means the written salary reduction agreement entered
      into by a Participant and the Retirement Board pursuant to this Plan and
      which is made on a form and manner described in Section 4.3.

2.7   DISTRIBUTION COMMENCEMENT DATE
      DISTRIBUTION COMMENCEMENT DATE means the specific date that distribution
      of a Participant's Deferral Account shall commence, as provided in a
      Participant's Distribution Election.

2.8   DISTRIBUTION ELECTION
      DISTRIBUTION ELECTION means the written election made by a Participant in
      accordance with Article 6, that specifies the Distribution Commencement
      Date and form of distribution that will apply to the Participant's
      Deferral Account.

2.9   EFFECTIVE DATE
      EFFECTIVE DATE means January 1, 2003.



                                       2
<PAGE>
2.10  ELIGIBLE EMPLOYEE
      ELIGIBLE EMPLOYEE means, with respect to a particular Plan Year, each
      employee (1) who is a Highly Compensated Employee for purposes of the
      Qualified Plan for such Plan Year, (2) who has elected to defer the
      maximum amount of Basic Elective Deferrals permitted under Section 4.1(a)
      of the Qualified Plan for such Plan Year, (3) who is excluded from making
      Supplemental Elective Deferrals under Section 4.1(b) of the Qualified Plan
      for such Plan Year, and (4) whom the Retirement Board expressly designates
      as eligible to participate in the Plan.

2.11  EMPLOYEE DEFERRAL CREDITS
      EMPLOYEE DEFERRAL CREDITS means the amounts credited to a Participant's
      Deferral Account under Section 4.2.

2.12  ERISA
      ERISA means the Employee Retirement Income Security Act of 1974, as
      amended.

2.13  INVESTMENT BENCHMARK(S)
      INVESTMENT BENCHMARK(S) means the benchmark(s) made available under the
      Plan from time to time for purposes of crediting investment earnings to,
      or debiting investment losses from, Deferral Accounts in accordance with
      Section 4.4. Initially, the Investment Benchmarks that the Retirement
      Board makes available under the Plan shall be selected from the Vanguard
      Funds. The Retirement Board may, however, add new Investment Benchmark(s),
      which need not be Vanguard Funds, to the Plan or remove existing
      Investment Benchmarks, at any time in its discretion.

2.14  PARTICIPANT
      PARTICIPANT means an Eligible Employee who is participating in the Plan in
      accordance with the provisions of Article 3.

2.15  PLAN
      PLAN means American International Group, Inc. Supplemental Incentive
      Savings Plan, as set forth in this document and as amended from time to
      time.

2.16  PLAN YEAR
      PLAN YEAR means the calendar year.

2.17  QUALIFIED PLAN
      QUALIFIED PLAN means the American International Group, Inc. Incentive
      Savings Plan as in effect on January 1, 2003 and as amended from time to
      time thereafter.

2.18  RETIREMENT BOARD
      RETIREMENT BOARD means the Retirement Board of the Company that will be
      responsible for the administration of the Plan pursuant to Article 9.

2.19  VANGUARD FUNDS
      VANGUARD FUNDS means one or more of the regulated investment companies
      offered by The Vanguard Group, Inc.


                                       3
<PAGE>
                                    ARTICLE 3

                                  PARTICIPATION

3.1   ELIGIBILITY TO PARTICIPATE
      An Eligible Employee shall become a Participant in this Plan on the Plan
      Entry Date described below, subject to the approval of the Retirement
      Board.

3.2   PLAN ENTRY DATE
      An Eligible Employee may enter the Plan on the first day of the first Plan
      Year that he or she is an Eligible Employee by making a Deferral Election
      during the Plan enrollment period established by the Retirement Board for
      such Plan Year to defer Compensation for services to be rendered during
      such Plan Year.

3.3   CHANGE IN STATUS AS ELIGIBLE EMPLOYEE
      A Participant who ceases to be an Eligible Employee during a Plan Year
      shall be permitted to continue deferrals under his or her Deferral
      Elections, if any, for the remainder of such Plan Year, but shall not be
      permitted to make a new Deferral Election for a subsequent Plan Year
      unless and until he or she again becomes an Eligible Employee in respect
      of such subsequent Plan Year.



                                       4
<PAGE>
                                    ARTICLE 4

                      DEFERRAL ACCOUNTS, DEFERRAL ELECTIONS

4.1   ESTABLISHMENT OF PARTICIPANT ACCOUNTS
      The Company shall establish and maintain on its books and records a
      Deferral Account in the name of each Participant to record:

      (a)   the amounts of the Employee Deferral Credits credited on the
            Participant's behalf under Section 4.2;

      (b)   the credits or debits for investment earnings or losses under
            Section 4.4; and

      (c)   the payments of benefits to the Participant or the Participant's
            beneficiary under Article 6.

4.2   EMPLOYEE DEFERRAL CREDITS
      (a)   For each Plan Year, an Eligible Employee may elect to defer a
            portion of Compensation up to an amount equal to (i) the applicable
            dollar amount of elective deferrals permitted under section 402(g)
            of the Code for such Plan Year less (ii) the maximum amount such
            Eligible Employee is permitted to elect to defer under the Qualified
            Plan for such Plan Year.

      (b)   The Retirement Board shall credit all deferred amounts to the
            Participant's Deferral Account as Employee Deferral Credits.

4.3   DEFERRAL ELECTION
      (a)   A Participant's Deferral Election for a given Plan Year shall be
            made in writing to the Retirement Board, on the form and in the
            manner prescribed by the Retirement Board, during the Plan
            enrollment period established by the Retirement Board for such Plan
            Year in accordance with Section 4.3(b). The rate of deferral made
            for a Plan Year shall be irrevocable for such Plan Year.

      (b)   For the purpose of making a Deferral Election in respect of a Plan
            Year, the Retirement Board shall establish an enrollment period in
            the preceding calendar year that ends prior to the first day of the
            Plan Year for which such Deferral Election applies.

4.4   CREDITS FOR INVESTMENT EARNINGS / DEBITS FOR INVESTMENT LOSSES
      (a)   All amounts credited to a Participant's Deferral Account shall be
            credited with amounts of investment earnings or debited with amounts
            of investment losses that correspond to the total investment return
            earned by the Investment Benchmark or combination of Investment
            Benchmarks designated in advance by the Participant for these
            purposes.



                                       5
<PAGE>
      (b)   The designation of one or more Investment Benchmarks by a
            Participant under this Section 4.4 shall be used solely to measure
            the amounts of investment earnings or losses that will be credited
            or debited to the Participant's Deferral Account on the Company's
            books and records, and the Company shall not be required under the
            Plan to establish any account or purchase any shares in the
            applicable Investment Benchmark(s) on the Participant's behalf.

      (c)   The designation by a Participant of any Investment Benchmark(s)
            under this Section 4.4 shall be made in accordance with rules and
            procedures prescribed by the Retirement Board.

      (d)   Each Investment Benchmark shall be valued each day that the
            applicable market or exchange that lists such Investment Benchmark
            is open for trading.

      (e)   A Participant may elect to revise his or her Investment Benchmark
            elections with respect to existing Deferral Account allocations or
            future contributions pursuant to the Deferral Election at any time
            by notification to the Retirement Board in the prescribed manner.
            The Retirement Board, however, retains the right to review and
            restrict transfer rights at any time and may impose a limit on the
            number of times a Participant may transfer in and out of any
            Investment Benchmark during any 12-month period.

      (f)   If a Participant fails to make a proper designation, then his or her
            Accounts shall be deemed to be invested in the default Investment
            Benchmark(s) designated by the Retirement Board from time to time in
            a uniform and nondiscriminatory manner.


                                       6
<PAGE>
                                    ARTICLE 5

                               VESTING OF ACCOUNTS

5.1   VESTING OF DEFERRAL ACCOUNTS
      A Participant shall be fully vested in the value of his or her Deferral
      Account at all times.






                                       7
<PAGE>
                                    ARTICLE 6

                               PAYMENT OF BENEFITS

6.1   IN GENERAL
      (a)   Except as provided otherwise in Section 6.1(d), the distribution of
            the value of a Participant's Account shall be made or commence to
            the Participant (or to his or her Beneficiary, as the case may be)
            as soon as practicable following such Participant's termination of
            employment or any month following the Participant's retirement
            (pursuant to the Participant's prior distribution election in
            accordance with Section 6.1(c)). All distributions to the
            Participant shall be completed within ten (10) years of the
            Participant's retirement.

      (b)   All distributions shall be made in cash.

      (c)   If the Participant terminates employment prior to attainment of age
            60, such distribution shall be made in a lump sum. If, however, the
            Participant terminates employment on or after reaching age 60, then
            such distribution shall be made in accordance with any of the
            following three elections (provided the Participant makes such
            election at least two (2) years prior to the date of such
            termination): (i) a lump sum payable at any time within ten (10)
            years after termination, or (ii) any number of equal monthly
            installment payments, not to exceed one hundred (120); provided,
            however, that if the Participant terminates employment with the
            Company and accepts employment with a company within one (1) year of
            such termination of employment that is determined by the Retirement
            Committee, in its discretion, to compete with the Company, or any of
            its Affiliates, in any of its businesses, then notwithstanding any
            prior election such distribution shall be made in a lump sum. All
            distributions to the Participant shall be completed within ten (10)
            years of the Participant's retirement. Such election must be made in
            writing on a form provided by the Company for such purpose. Such
            election shall be subject to the terms and conditions of the Plan
            and such rules as the Committee may establish from time to time.
            Such election shall be irrevocable, provided that the Committee may,
            in accordance with such rules as it may establish from time to time,
            permit a Participant to change such election. If the Participant
            does not make a timely written election, such distribution shall be
            made in a lump sum. A Participant's amended distribution election
            shall be void and the original distribution election shall control
            if, within 13 months after submitting the amended election, the
            Participant would have but for the amended election, become entitled
            to commence receiving distributions of the Participant's Account
            under the original election.

      (d)   If installment payments are elected, the amount of each such
            installment shall be determined by dividing the value of the
            Participant's Account as of the applicable date by the number of
            installment payments remaining.



                                       8
<PAGE>
      (e)   A Participant shall not be deemed to have terminated employment with
            the Company if he or she transfers employment to, and so long as he
            or she remains an employee of, an Affiliate.

6.2   DEATH BENEFIT
      (a)   A Participant's designated Beneficiary under the Plan shall receive
            a death benefit, equal to the balance of the Participant's Account,
            if the Participant dies before he or she has received a complete
            distribution of such Account.

      (b)   The death benefit shall be payable to the Beneficiary(ies) last
            designated on the applicable beneficiary designation form in a lump
            sum payment as soon as practicable after the Participant's death.

6.3   COMMITTEE DISCRETION
      Not withstanding anything in the Plan to the contrary, the Committee, in
      its discretion, may determine that any distribution under Section 5 shall
      not be paid in a lump sum, but instead shall be paid in installments over
      a period not to exceed one hundred twenty (120) monthly installments.

6.4   EFFECT OF PAYMENT
      The full payment of a Participant's Account under the provisions of the
      Plan shall completely discharge all obligations to the Participant and his
      or her designated Beneficiaries under the Plan.




                                       9
<PAGE>
                                    ARTICLE 7

                        AMENDMENT OR TERMINATION OF PLAN

7.1   AMENDMENTS
      The Company reserves the right to amend the Plan at any time. No
      amendment, however, may reduce the amount credited to a Participant's
      Deferral Account at the time of the amendment's adoption without the
      Participant's written consent, except as may otherwise be required by law.

7.2   RIGHT TO TERMINATE
      The Company may terminate the Plan at any time in whole or in part. In the
      event of termination, the Company may, at its option, pay each Participant
      an amount equal to the total amount credited to the Participant's Deferral
      Account at the time of termination in one lump sum payment of cash or, in
      the alternative, pay such amount in accordance with the provisions of
      Article 6. Termination of the Plan shall not serve to reduce the amount
      credited to a Participant's Deferral Account at the time of termination
      without the written consent of the Participant.








                                       10
<PAGE>
                                    ARTICLE 8

                                  MISCELLANEOUS

8.1   UNFUNDED PLAN
      This Plan is an unfunded deferred compensation arrangement for Eligible
      Employees. While it is the intention of the Company that this Plan shall
      be unfunded for federal tax purposes and for purposes of Title I of ERISA,
      the Company may establish a grantor trust to satisfy part or all of its
      Plan payment obligations so long as the Plan remains unfunded for federal
      tax purposes and for purposes of Title I of ERISA. Nothing contained in
      the Plan, and no action taken pursuant to its provisions, shall create or
      be construed to create a trust of any kind, or a fiduciary relationship
      between the Company and any employee or other person. To the extent any
      person acquires a right to receive a payment from the Company under the
      Plan, such right shall be no greater than that of an unsecured general
      creditor of the Company.

8.2   NONGUARANTEE OF EMPLOYMENT
      Nothing contained in the Plan shall be construed as a contract of
      employment between the Company and any Participant, or as a right of any
      Participant to be continued in the employment of the Company, or as a
      limitation of the right of the Company to discharge any Participant with
      or without cause.

8.3   NONALIENATION OF BENEFITS
      (a)   Except as may be required by law, benefits payable under the Plan
            are not subject in any manner to anticipation, alienation, sale,
            transfer, assignment, pledge, encumbrance, charge, garnishment,
            execution, or levy of any kind, whether voluntary or involuntary.
            Any attempt to anticipate, alienate, sell, transfer, assign, pledge,
            encumber, charge or otherwise dispose of any right to benefits under
            the Plan shall be void. The Company shall not in any manner be
            liable for, or subject to, the debts, contracts, liabilities,
            engagements or torts of any person entitled to benefits under the
            Plan.

      (b)   Notwithstanding Section 8.3(a), if a Participant is indebted to the
            Company at any time when payments are to be made by the Company to
            the Participant under the provisions of the Plan, the Company shall
            have the right to reduce the amount of payment to be made to the
            Participant (or the Participant's beneficiary) to the extent of such
            indebtedness. Any election by the Company not to reduce such payment
            shall not constitute a waiver of its claim for such indebtedness.

8.4   TAXES AND WITHHOLDING
      For each Plan Year in which the Participant defers a portion of
      Compensation under this Plan, the Company shall withhold from the
      Participant's non-deferred Compensation the Participant's share of FICA
      and other employment taxes in respect of the deferred amounts.



                                       11
<PAGE>
8.5   APPLICABLE LAW
      This Plan shall be construed and enforced in accordance with the laws of
      the state of Delaware.

8.6   HEADINGS AND SUBHEADINGS
      Headings and subheadings in this Plan are inserted for convenience only
      and are not to be considered in the construction of the provisions.

8.7   SEVERABILITY
      The invalidity and unenforceability of any particular provision of this
      plan shall not affect any other provision and the Plan shall be construed
      in all respects as if such invalid or unenforceable provisions were
      omitted.






                                       12
<PAGE>
                                    ARTICLE 9

                           ADMINISTRATION OF THE PLAN

9.1   POWERS AND DUTIES OF THE RETIREMENT BOARD
      The Board of Directors, or its designee, shall appoint members of the
      Retirement Board. The Retirement Board will be responsible for the
      administration of the Plan. The Retirement Board shall have full
      responsibility to represent the Company and the Participants in all things
      it may deem necessary for the proper administration of the Plan. Subject
      to the terms of the Plan, the decision of the Retirement Board upon any
      question of fact, interpretation, definition or procedures relating to the
      administration of the Plan shall be conclusive. The responsibilities of
      the Retirement Board shall include the following:

      (a)   Verifying all procedures by which payments to Participants and their
            beneficiaries are authorized.

      (b)   Deciding all questions relating to the eligibility of employees to
            become Participants in the Plan.

      (c)   Interpreting the provisions of the Plan in all particulars.

      (d)   Establishing and publishing rules and regulations for carrying out
            the Plan.

      (e)   Selecting the Investment Benchmark(s) that shall be available under
            the Plan from time to time.

      (f)   Preparing an individual record for each Participant in the Plan,
            which shall be available for examination by such Participant, or
            authorized persons.

      (g)   Reviewing and answering any denied claim for benefits that has been
            appealed to the Retirement Board under the provisions of this
            Article.

9.2   CLAIMS PROCEDURE
      (a)   FILING OF CLAIM. Any Participant or beneficiary under the Plan may
file a written claim for a Plan benefit with the Retirement Board or with a
person named by the Retirement Board to receive claims under the Plan.

      (b)   NOTICE OF DENIAL OF CLAIM. In the event of a denial or limitation of
any benefit or payment due to nor requested by, any Participant or beneficiary
under the Plan ("claimant"), the claimant shall be given a written notification
containing specific reasons for the denial or limitation of the benefit. The
written notification shall be written in a manner calculated to be understood by
the claimant and shall contain specific reference to the pertinent Plan
provisions on which the denial or limitation of the benefit is based. In
addition, it shall contain a description of any other material or information
necessary for the claimant to perfect a claim, and an explanation of why such
material or information is necessary. The notification shall further


                                       13
<PAGE>
provide appropriate information as to the steps to be taken if the claimant
wishes to submit a claim for review, including but not limited to the applicable
time limits for submitting such claim and a statement of the claimant's right to
bring a civil action under section 502(a) of ERISA following an adverse benefit
determination on review. This written notification shall be given to a claimant
within 90 days after receipt of the claim by the Retirement Board unless special
circumstances require an extension of time to process of the claim. If such an
extension of time for processing is required, written notice of the extension
shall be furnished to the claimant prior to the termination of said 90-day
period, and such notice shall indicate the special circumstances which make the
postponement appropriate and the date by which the Plan expects to render the
benefit determination. In no event may such extension exceed a period of 90 days
from the end of the initial 90-day period.

      (c)   RIGHT OF REVIEW. In the event of a denial or limitation of the
claimant's benefit, the claimant or the claimant's duly authorized
representative may make a written request for a full and fair review of the
claim and its denial by the Retirement Board; provided, however, that such
written request must be received by the Retirement Board within 60 days after
receipt by the claimant of written notification of the denial or limitation of
the claim. The 60-day requirement may be waived by the Retirement Board in
appropriate cases. As part of such review, the claimant or the claimant's duly
authorized representative shall be provided, upon request and free of charge,
reasonable access to all documents, records or other information relevant to the
claimant's claim for benefits and shall be permitted to submit to the Retirement
Board written comments, documents records and other information relating to the
claim, which shall be taken into account by the Retirement Board in making its
determination on review, without regard to whether such information was
submitted or considered in the initial benefit determination.

      (d)   DECISION ON REVIEW. A decision on review shall be rendered by the
Retirement Board within 60 days after the receipt of the request for review,
unless special circumstances require an extension of time to process of the
claim. If such an extension of time for processing is required, written notice
of the extension shall be furnished to the claimant prior to the termination of
said 60-day period, and such notice shall indicate the special circumstances
which make the postponement appropriate and the date by which the Plan expects
to render the determination on review. In no event may such extension exceed a
period of 60 days from the end of the initial 60-day period. Any decision on
review by the Retirement Board shall be furnished to the claimant in writing and
shall set forth the specific reasons for the decision and the specific Plan
provisions on which the decision is based. The decision on review shall be
written in a manner calculated to be understood by the claimant and shall
include a statement that the claimant is entitled to receive, upon request and
free of charge, reasonable access to, and copies of, all documents, records and
other information relevant to the claimant's claim for benefits and a statement
of the claimant's right to bring a civil action under section 502(a) of ERISA.




                                       14
<PAGE>
      IN WITNESS WHEREOF, this American International Group, Inc. Supplemental
Incentive Savings Plan has been duly executed this 13th day of November, 2002.



                               AMERICAN INTERNATIONAL GROUP, INC.

                                     /s/ Axel I. Freudmann
                               -----------------------------------
                               Name:     Axel I. Freudmann
                               Title: Senior Vice President --
                                      Human Resources




                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>y66402exv5w1.txt
<DESCRIPTION>OPINION OF KATHLEEN E. SHANNON
<TEXT>
<PAGE>
                                                                     Exhibit 5.1

               [Letterhead of American International Group, Inc.]

                                                                December 4, 2002

American International Group, Inc.
70 Pine Street
New York, New York  10270

Ladies and Gentlemen:

            In connection with the registration under the Securities Act of 1933
(the "Act") of $500,000,000 aggregate amount of deferred compensation
obligations (the "Obligations") of American International Group, Inc., a
Delaware corporation (the "Company"), I have examined such corporate records,
certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purposes of this opinion.

            Upon the basis of such examination, I advise you that, in my
opinion, when the Registration Statement has become effective under the Act, the
American International Group, Inc. Executive Deferred Compensation Plan and the
American International Group, Inc. Supplemental Incentive Savings Plan, each
substantially in the form filed as an exhibit to the Registration Statement (the
"Plans"), are duly authorized and approved by the Company, the terms of the
Obligations are duly established in conformity with the Plans so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and the Obligations are issued in accordance with
the Plans as contemplated by the Registration Statement, the Obligations will
constitute valid and legally binding obligations of the Company, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

            The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and I am expressing no opinion as to the effect of the laws
of any other jurisdiction.

            I have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by me to be
responsible.
<PAGE>
American International Group, Inc.
December 4, 2002
Page 2

            I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Interest of
Named Experts and Counsel" in the Registration Statement. In giving such
consent, I do not thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act.

                                                       Very truly yours,


                                                       /s/ Kathleen E. Shannon


                                                       Kathleen E. Shannon, Esq.
                                                       Vice President and
                                                       Deputy General Counsel



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>6
<FILENAME>y66402exv5w2.txt
<DESCRIPTION>OPINION OF SULLIVAN & CROMWELL
<TEXT>
<PAGE>
                                                                     Exhibit 5.2

                     [Letterhead of Sullivan & Cromwell]

                                                                December 4, 2002

American International Group, Inc.,
      70 Pine Street,
           New York, New York 10270.

Ladies and Gentlemen:

            In connection with the registration under the Securities Act of 1933
(the "Act"), of $500,000,000 of deferred compensation obligations (the
"Obligations") of American International Group, Inc., a Delaware corporation
(the "Company"), that may be issued by the Company pursuant to the American
International Group, Inc. Executive Deferred Compensation Plan (the "Plan"), we,
as your counsel, have examined such corporate records, certificates and other
documents, and such questions of law arising under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), as we have considered
necessary or appropriate for purposes of this opinion.

            For the purpose of this opinion, we have assumed that the Plan has
been duly adopted by the Company in substantially the form included as an
exhibit to the registration statement relating to the Obligations (the
"Registration Statement"), the Plan is unfunded and maintained primarily for
the purpose of providing deferred compensation to a select group of management
or highly compensated employees, the Plan is not designed or operated for the
purpose of satisfying the requirements of Section 401(a) of the Internal Revenue
Code of 1986, as amended, and the Company will file a top hat statement pursuant
to Department of Labor Regulation 2520.104-23 for the Plan with the
Secretary of Labor within 120 days of adoption of the Plan.

            On the basis of the foregoing, we advise you that, in our opinion,
the provisions of the Plan comply, in all material respects, with the applicable
requirements of ERISA.

            The foregoing opinion is limited to ERISA, and we are expressing no
opinion as to the effect of any other law.
<PAGE>
American International Group, Inc.,                                          -2-

            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Interest
of Named Experts and Counsel" in the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act.


                                                  Very truly yours,


                                                  /s/ Sullivan & Cromwell



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.3
<SEQUENCE>7
<FILENAME>y66402exv5w3.txt
<DESCRIPTION>OPINION OF SULLIVAN & CROMWELL INRE: SAVINGS PLAN
<TEXT>
<PAGE>

                                                                     Exhibit 5.3

                     [Letterhead of Sullivan & Cromwell]

                                                                December 4, 2002


American International Group, Inc.,
      70 Pine Street,
           New York, New York 10270.

Ladies and Gentlemen:

      In connection with the registration under the Securities Act of 1933 (the
"Act"), of $500,000,000 of deferred compensation obligations (the "Obligations")
of American International Group, Inc., a Delaware corporation (the "Company"),
that may be issued by the Company pursuant to the American International Group,
Inc. Supplemental Incentive Savings Plan (the "Plan"), we, as your counsel, have
examined such corporate records, certificates and other documents, and such
questions of law arising under the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), as we have considered necessary or appropriate for
purposes of this opinion.

      For the purpose of this opinion, we have assumed that the Plan has been
duly adopted by the Company in substantially the form included as an exhibit to
the registration statement relating to the Obligations (the "Registration
Statement"), the Plan is unfunded and maintained primarily for the purpose
of providing deferred compensation to a select group of management or highly
compensated employees, the Plan is not designed or operated for the purpose of
satisfying the requirements of Section 401(a) of the Internal Revenue Code of
1986, as amended, and the Company will file a top hat statement pursuant to
Department of Labor Regulation 2520.104-23 for the Plan with the Secretary of
Labor within 120 days of adoption of the Plan.

      On the basis of the foregoing, we advise you that, in our opinion, the
provisions of the Plan comply, in all material respects, with the applicable
requirements of ERISA.

      The foregoing opinion is limited to ERISA, and we are expressing no
opinion as to the effect of any other law.

<PAGE>

American International Group, Inc.                                         -2-

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading
"Interest of Named Experts and Counsel" in the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.


                                          Very truly yours,


                                          /s/ Sullivan & Cromwell

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.A
<SEQUENCE>8
<FILENAME>y66402exv23wa.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>
                                                                   EXHIBIT 23(a)

                       CONSENT OF INDEPENDENT ACCOUNTANTS

      We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 6, 2002 relating to the
consolidated financial statements and financial statement schedules of American
International Group, Inc. and subsidiaries (the "Company") as of December 31,
2001 and 2000, and for each of the three years in the period ended December 31,
2001, which report is included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001. We also consent to the reference to our
firm in Item 5 of this Registration Statement on Form S-8.



New York, New York
December 4, 2002



                                        /s/ PricewaterhouseCoopers LLP

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
