<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

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</DOCUMENT>
