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<SEC-DOCUMENT>0000950123-02-011997.txt : 20021218
<SEC-HEADER>0000950123-02-011997.hdr.sgml : 20021218
<ACCEPTANCE-DATETIME>20021218170151
ACCESSION NUMBER:		0000950123-02-011997
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20021218
EFFECTIVENESS DATE:		20021218

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:	333-101967
		FILM NUMBER:		02862118

	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>y66975sv8.txt
<DESCRIPTION>FORM S-8
<TEXT>
<PAGE>
    As filed with the Securities and Exchange Commission on December 18, 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)

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

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

                 American International Group, Inc. Amended and
                       Restated 2002 Stock Incentive Plan
                            (Full title of the plan)

                               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                   registered (1)      per share (2)         (2)          fee (2)(3)
            -------------------                 --------------     --------------   --------------    ------------
<S>                                            <C>                 <C>              <C>               <C>
Common Stock, par value $2.50 per share        25,000,000 shares       $59.57       $1,489,250,000     $137,011.00
</TABLE>

1.   This registration statement also relates to an indeterminate number of
     additional shares of Common Stock that may be issued pursuant to
     anti-dilution and adjustment provisions of the American International
     Group, Inc. Amended and Restated 2002 Stock Incentive Plan.

2.   Estimated solely for purposes of calculating the registration fee. This
     estimate has been computed in accordance with Rule 457(c) and (h)(1) and is
     calculated based upon the average of the high and low sales prices of the
     Common Stock of American International Group, Inc. on December 13, 2002, as
     reported on the New York Stock Exchange Composite Tape.

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.
<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;

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

      (c)   The description of Common Stock contained in the Registration
            Statement on Form 8-A, dated September 20, 1984, filed pursuant to
            Section 12(b) of the Securities Exchange Act of 1934, as amended
            (the "Exchange Act").

      All documents filed by AIG after the date hereof pursuant to Sections
13(a), 13(c), 14 and 15(d) of 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, shall 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
shall 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 shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

      The Common Stock is registered under Section 12(b) of the Exchange Act.

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 shares of Common Stock to be offered and sold pursuant
to the American International Group, Inc. Amended and Restated 2002 Stock
Incentive Plan, (the "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 Common Stock and currently beneficially owns less than 1% of
the outstanding shares of Common Stock.


                                      II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The restated certificate of incorporation of AIG, as amended, 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 restated certificate of incorporation, as amended, 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 Plan provides that no member of the board of directors of AIG or the
committee established under the Plan or any employee of AIG (each such person a
"Covered Person") shall have any liability to any person (including any grantee)
for any action taken or omitted to be taken or any determination made in good
faith with respect to the Plan or any award. The Plan also provides that each
Covered Person shall be indemnified and held harmless by AIG against and from
any loss, cost, liability, or expense (including attorneys' fees) that may be
imposed upon or incurred by such Covered Person, unless the acts or omissions of
such Covered Person giving rise to the indemnification claim resulted from such
Covered Person's bad faith, fraud or 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 or in
            the aggregate, represent a fundamental change in the information set
            forth in this registration statement;


                                      II-2
<PAGE>
                  (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
            against AIG 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-3
<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)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
             SIGNATURE                            TITLE                          DATE
<S>                               <C>                                     <C>
/s/ Edmund S.W. Tse                              Director                 November 29, 2002
- --------------------------------
         (Edmund S.W. Tse)


/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. Amended
            and Restated 2002 Stock Incentive Plan ..........  Filed as exhibit hereto.

            (b)  Form of RSU Award Agreement ................  Filed as exhibit hereto.
  5         Opinion of Kathleen E. Shannon re validity ......  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.
  24        Power of Attorney................................  Included in signature pages.
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.A
<SEQUENCE>3
<FILENAME>y66975exv4wa.txt
<DESCRIPTION>AMENDED & RESTATED 2002 STOCK INCENTIVE PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 4(a)


                       AMERICAN INTERNATIONAL GROUP, INC.

                 AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN
<PAGE>
                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
<S>    <C>                                                                                                <C>
                                    ARTICLE I

                                     GENERAL

1.1    Purpose..........................................................................................    2
1.2    Definitions of Certain Terms.....................................................................    2
1.3    Administration...................................................................................    3
1.4    Persons Eligible for Awards......................................................................    4
1.5    Types of Awards Under Plan.......................................................................    4
1.6    Shares of Common Stock Available for Awards......................................................    4

                                   ARTICLE II

                              AWARDS UNDER THE PLAN

2.1    Agreements Evidencing Awards.....................................................................    5
2.2    No Rights as a Shareholder.......................................................................    5
2.3    Grant of Restricted Shares of Common Stock.......................................................    5
2.4    Grant of Restricted Stock Units..................................................................    5
2.5    Grant of Dividend Equivalent Rights..............................................................    6
2.6    Other Stock-Based Awards.........................................................................    6
2.7    Certain Restrictions.............................................................................    6

                                   ARTICLE III

                                  MISCELLANEOUS

3.1    Amendment of the Plan............................................................................    6
3.2    Tax Withholding..................................................................................    7
3.3    Required Consents and Legends....................................................................    7
3.4    Nonassignability; No Hedging.....................................................................    7
3.5    Successor Entity.................................................................................    8
3.6    Right of Discharge Reserved......................................................................    8
3.7    Nature of Payments...............................................................................    8
3.8    Non-Uniform Determinations.......................................................................    8
3.9    Other Payments or Awards.........................................................................    9
3.10   Plan Headings....................................................................................    9
3.11   Termination of Plan..............................................................................    9
3.12   Governing Law....................................................................................    9
3.13   Severability; Entire Agreement...................................................................    9
3.14   Waiver of Claims.................................................................................    9
3.15   No Third Party Beneficiaries.....................................................................   10
3.16   Successors and Assigns of AIG....................................................................   10
3.17   Date of Adoption and Approval of Shareholders....................................................   10
</TABLE>
<PAGE>
                       AMERICAN INTERNATIONAL GROUP, INC.

                 AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN

                                   ARTICLE I

                                    GENERAL

1.1   Purpose

      The purpose of the American International Group, Inc. Amended and Restated
2002 Stock Incentive Plan is to attract, retain and motivate officers,
directors, employees (including prospective employees), consultants and others
who may perform services for the Company, to compensate them for their
contributions to the long-term growth and profits of the Company, and to
encourage them to acquire a proprietary interest in the success of the Company.

1.2   Definitions of Certain Terms

      "AIG" means American International Group, Inc. or a successor entity
contemplated by Section 3.5.

      "AWARD" means an award made pursuant to the Plan.

      "AWARD AGREEMENT" means the written document by which each Award is
evidenced.

      "BOARD" means the Board of Directors of AIG.

      "CERTIFICATE" means a stock certificate (or other appropriate document or
evidence of ownership) representing shares of Common Stock of AIG.

      "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, and the applicable rulings and regulations thereunder.

      "COMMITTEE" shall have the meaning set forth in Section 1.3.1.

      "COMMON STOCK" means the common stock of AIG, par value $2.50 per share.

      "COMPANY" means AIG and its subsidiaries.

      "COVERED PERSON" shall have the meaning set forth in Section 1.3.3.

      "EMPLOYMENT" means a grantee's performance of services for the Company, as
determined by the Committee. The terms "employ" and "employed" shall have their
correlative meanings.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, and the applicable rules and regulations thereunder.

      "FAIR MARKET VALUE" means, with respect to a share of Common Stock on any
day, the fair market value as determined in accordance with a valuation
methodology approved by the Committee.


                                       2
<PAGE>
      "PLAN" means the American International Group, Inc. Amended and Restated
2002 Stock Incentive Plan, as described herein and as hereafter amended from
time to time.

1.3   Administration

      1.3.1 Except as otherwise provided herein, the Plan shall be administered
by a committee (the "COMMITTEE") of the Board to be drawn solely from members of
the Board who are not and have not been officers of the Company. The Committee
is authorized, subject to the provisions of the Plan, to establish such rules
and regulations as it deems necessary for the proper administration of the Plan
and to make such determinations and interpretations and to take such action in
connection with the Plan and any Award granted thereunder as it deems necessary
or advisable. All determinations and interpretations made by the Committee shall
be final, binding and conclusive on all grantees and on their legal
representatives and beneficiaries. The Committee shall have the authority, in
its absolute discretion, to determine the persons who shall receive Awards, the
time when Awards shall be granted, the terms of such Awards and the number of
shares of Common Stock, if any, which shall be subject to such Awards. Unless
otherwise provided in an Award Agreement, the Committee shall have the
authority, in its absolute discretion, to (i) amend any outstanding Award
Agreement in any respect, whether or not the rights of the grantee of such Award
are adversely affected, including, without limitation, to accelerate the time or
times at which the Award becomes vested, unrestricted or may be exercised, waive
or amend any goals, restrictions or conditions set forth in such Award
Agreement, or impose new goals, restrictions and conditions, or reflect a change
in the grantee's circumstances and (ii) determine whether, to what extent and
under what circumstances and method or methods (A) Awards may be (1) settled in
cash, shares of Common Stock, other securities, other Awards or other property
or (2) canceled, forfeited or suspended, (B) shares of Common Stock, other
securities, other Awards or other property, and other amounts payable with
respect to an Award may be deferred either automatically or at the election of
the grantee thereof or of the Committee and (C) Awards may be settled by the
Company or any of its designees, provided that the Committee may not amend the
terms of any outstanding Award without shareholder approval, unless such
amendment is a result of a grantee's termination from employment due to
retirement, death, disability or a change of control. Notwithstanding anything
to the contrary contained herein, the Board may, in its sole discretion, at any
time and from time to time, grant Awards (including grants to members of the
Board who are not employees of the Company) or administer the Plan, in which
case the Board shall have all of the authority and responsibility granted to the
Committee herein. To the extent any Award is made to an "officer" (as defined
for purposes of Rule 16a-1(f) under the Exchange Act) or director of AIG, the
Award shall be made by the full Board or a committee or subcommittee of the
Board composed of at least two `non-employee directors' (as defined in Rule
16b-3 under the Exchange Act).

      1.3.2 Actions of the Committee may be taken by the vote of a majority of
its members. The Committee may allocate among its members and delegate to any
person who is not a member of the Committee any of its administrative
responsibilities.

      1.3.3 No member of the Board or the Committee or any employee of the
Company (each such person a "COVERED PERSON") shall have any liability to any
person (including any grantee) for any action taken or omitted to be taken or
any determination made in good faith with respect to the Plan or any Award. Each
Covered Person shall be indemnified and held harmless by AIG against and from
any loss, cost, liability, or expense (including attorneys' fees) that may be
imposed upon or incurred by such Covered Person in connection with or resulting
from any action, suit or proceeding to which such Covered Person may be a party
or in which such Covered Person may be involved by reason of any


                                       3
<PAGE>
action taken or omitted to be taken under the Plan or any Award Agreement and
against and from any and all amounts paid by such Covered Person, with AIG's
approval, in settlement thereof, or paid by such Covered Person in satisfaction
of any judgment in any such action, suit or proceeding against such Covered
Person, provided that AIG shall have the right, at its own expense, to assume
and defend any such action, suit or proceeding and, once AIG gives notice of its
intent to assume the defense, AIG shall have sole control over such defense with
counsel of AIG's choice. The foregoing right of indemnification shall not be
available to a Covered Person to the extent that a court of competent
jurisdiction in a final judgment or other final adjudication, in either case,
not subject to further appeal, determines that the acts or omissions of such
Covered Person giving rise to the indemnification claim resulted from such
Covered Person's bad faith, fraud or willful misconduct. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which Covered Persons may be entitled under AIG's Restated Certificate of
Incorporation or Bylaws, as a matter of law, or otherwise, or any other power
that AIG may have to indemnify such persons or hold them harmless.

1.4   Persons Eligible for Awards

      Awards under the Plan may be made to such officers, directors, employees
(including prospective employees), consultants and other individuals who may
perform services for the Company, as the Committee may select, except that no
Award may be made to directors who are not employees of the Company without
shareholder approval.

1.5   Types of Awards Under Plan

      Awards may be made under the Plan in the form of (a) restricted stock, (b)
restricted stock units, (c) dividend equivalent rights and (d) other
equity-based or equity-related Awards which the Committee determines to be
consistent with the purposes of the Plan and the interests of the Company. AIG,
however, will not grant stock options pursuant to the Plan.

1.6   Shares of Common Stock Available for Awards

      1.6.1 Common Stock Subject to the Plan. Subject to adjustment as provided
in Section 1.6.2 hereof, the maximum number of shares that may be issued under
the Plan through December 31, 2002 is fifteen million (15,000,000) shares of
Common Stock and in each calendar year thereafter shall be the sum of (a) one
million (1,000,000) shares of Common Stock and (b) the number of shares of
Common Stock available for issuance under the Plan in the previous calendar year
but not issued in such year. Such shares of Common Stock may, in the discretion
of the Committee, be either authorized but unissued shares or shares previously
issued and reacquired by AIG. If any Award shall expire, terminate or otherwise
lapse, in whole or in part, any shares of Common Stock subject to such Award (or
portion thereof) shall again be available for issuance under the Plan.

      1.6.2 Adjustments. The Committee shall have the authority (but shall not
be required) to adjust the number of shares of Common Stock authorized pursuant
to Section 1.6.1 and to adjust equitably (including, without limitation, by
payment of cash) the terms of any outstanding Awards (including, without
limitation, the number of shares of Common Stock covered by each outstanding
Award, the type of property to which the Award is subject and the exercise or
strike price of any Award), in such manner as it deems appropriate to preserve
the benefits or potential benefits intended to be made available to grantees of
Awards, for any increase or decrease in the number of issued shares of Common
Stock resulting from a recapitalization, stock split, stock dividend,
combination or exchange of shares of


                                       4
<PAGE>
Common Stock, merger, consolidation, rights offering, separation, reorganization
or liquidation, or any other change in the corporate structure or shares of AIG.
After any adjustment made pursuant to this Section 1.6.2, the number of shares
of Common Stock subject to each outstanding Award shall be rounded down to the
nearest whole number.

      1.6.3 There shall be no limit on the amount of cash, securities (other
than shares of Common Stock as provided in this Section 1.6) or other property
that may be delivered pursuant to the Plan or any Award, provided, however, that
Awards with respect to no more than 250,000 shares of Common Stock may be
granted to any one grantee in any calendar year, and provided further, that
Awards of stock appreciation rights with respect to no more than 250,000 shares
of Common Stock may be granted to any one grantee in any calendar year.

                                   ARTICLE II

                              AWARDS UNDER THE PLAN

2.1   Agreements Evidencing Awards

      Each Award granted under the Plan shall be evidenced by a written document
which shall contain such provisions and conditions as the Committee deems
appropriate. The Committee may grant Awards in tandem with or in substitution
for any other Award or Awards granted under this Plan or any award granted under
any other plan of the Company. By accepting an Award pursuant to the Plan, a
grantee thereby agrees that the Award shall be subject to all of the terms and
provisions of the Plan and the applicable Award Agreement.

2.2   No Rights as a Shareholder

      No grantee of an Award shall have any of the rights of a shareholder of
AIG with respect to shares of Common Stock subject to such Award until the
delivery of such shares. Except as otherwise provided in Section 1.6.2, no
adjustments shall be made for dividends, distributions or other rights (whether
ordinary or extraordinary, and whether in cash, Common Stock, other securities
or other property) for which the record date is prior to the date such shares
are delivered.

2.3   Grant of Restricted Shares of Common Stock

      The Committee may grant or offer for sale restricted shares of Common
Stock in such amounts and subject to Section 2.7 and such terms and conditions
as the Committee shall determine. Upon the delivery of such shares, the grantee
shall have the rights of a shareholder with respect to the restricted stock,
subject to Section 2.7 and any other restrictions and conditions as the
Committee may include in the applicable Award Agreement. In the event that a
Certificate is issued in respect of restricted shares of Common Stock, such
Certificate may be registered in the name of the grantee but shall be held by
AIG or its designated agent until the time the restrictions lapse.

2.4   Grant of Restricted Stock Units

      The Committee may grant Awards of restricted stock units in such amounts
and subject to Section 2.7 and such terms and conditions as the Committee shall
determine. A grantee of a restricted stock unit will have only the rights of a
general unsecured creditor of AIG until delivery of shares of Common Stock, cash
or other securities or property is made as specified in the applicable Award


                                       5
<PAGE>


Agreement. On the delivery date specified in the Award Agreement, the grantee of
each restricted stock unit not previously forfeited or terminated shall receive
one share of Common Stock, or cash, securities or other property equal in value
to a share of Common Stock or a combination thereof, as specified by the
Committee.

2.5   Grant of Dividend Equivalent Rights

      The Committee may include in the Award Agreement with respect to any Award
a dividend equivalent right entitling the grantee to receive amounts equal to
all or any portion of the dividends that would be paid on the shares of Common
Stock covered by such Award if such shares had been delivered pursuant to such
Award. The grantee of a dividend equivalent right will have only the rights of a
general unsecured creditor of AIG until payment of such amounts is made as
specified in the applicable Award Agreement. In the event such a provision is
included in an Award Agreement, the Committee shall determine whether such
payments shall be made in cash, in shares of Common Stock or in another form,
whether they shall be conditioned upon the exercise of the Award to which they
relate, the time or times at which they shall be made, and such other terms and
conditions as the Committee shall deem appropriate.

2.6   Other Stock-Based Awards

      The Committee may grant other types of equity-based or equity-related
Awards (including the grant or offer for sale of unrestricted shares of Common
Stock) in such amounts and subject to such terms and conditions, as the
Committee shall determine. Such Awards may entail the transfer of actual shares
of Common Stock to Award recipients, or payment in cash or otherwise of amounts
based on the value of shares of Common Stock, and may include, without
limitation, Awards designed to comply with or take advantage of the applicable
local laws of jurisdictions other than the United States. Any Award made
pursuant to this Section 2.6 to a director of the Company or an executive
officer of the Company (as defined in Rule 3b-7 under the Exchange Act), must be
either (i) granted in lieu of salary or cash bonus or (ii) limited in the
aggregate to five percent (5%) of the shares of Common Stock authorized under
the Plan.

2.7   Certain Restrictions

      In the case of an Award in the form of restricted stock or restricted
stock units, at least three years must elapse before the delivery or payment of
shares of Common Stock, cash or other property, except in the case of (i)
termination of employment due to death, disability, retirement or change of
control or (ii) an Award that the Committee determines is performance based, in
which case at least one year must elapse.

                                  ARTICLE III.

                                  MISCELLANEOUS

3.1   Amendment of the Plan

      3.1.1 Unless otherwise provided in an Award Agreement, the Board may from
time to time suspend, discontinue, revise or amend the Plan in any respect
whatsoever, including in any manner that adversely affects the rights, duties or
obligations of any grantee of an Award.


                                       6
<PAGE>
      3.1.2 Unless otherwise determined by the Board, shareholder approval of
any suspension, discontinuance, revision or amendment shall be obtained only to
the extent necessary to comply with any applicable law provided, however, that,
without shareholder approval, neither the Board nor the Committee may amend the
Plan to (i) materially increase the benefits accruing to grantees under the
Plan, (ii) materially increase the number of shares of Common Stock which may be
issued under the Plan, or (iii) materially modify the requirements for
participation in the Plan.

3.2   Tax Withholding

      3.2.1 As a condition to the delivery of any shares of Common Stock
pursuant to any Award or the lifting or lapse of restrictions on any Award, or
in connection with any other event that gives rise to a federal or other
governmental tax withholding obligation on the part of the Company relating to
an Award (including, without limitation, FICA tax), (a) the Company may deduct
or withhold (or cause to be deducted or withheld) from any payment or
distribution to a grantee whether or not pursuant to the Plan or (b) the
Committee shall be entitled to require that the grantee remit cash to the
Company (through payroll deduction or otherwise), in each case in an amount
sufficient in the opinion of the Company to satisfy such withholding obligation.

3.3   Required Consents and Legends

      3.3.1 If the Committee shall at any time determine that any consent (as
hereinafter defined) is necessary or desirable as a condition of, or in
connection with, the granting of any Award, the delivery of shares of Common
Stock or the delivery of any cash, securities or other property under the Plan,
or the taking of any other action thereunder (each such action being hereinafter
referred to as a "plan action"), then such plan action shall not be taken, in
whole or in part, unless and until such consent shall have been effected or
obtained to the full satisfaction of the Committee. The Committee may direct
that any Certificate evidencing shares delivered pursuant to the Plan shall bear
a legend setting forth such restrictions on transferability as the Committee may
determine to be necessary or desirable, and may advise the transfer agent to
place a stop transfer order against any legended shares.

      3.3.2 The term "consent" as used in this Section 3.3 with respect to any
plan action includes (a) any and all listings, registrations or qualifications
in respect thereof upon any securities exchange or under any federal, state, or
local law, or law, rule or regulation of a jurisdiction outside the United
States, (b) or any other matter, which the Committee may deem necessary or
desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made, (c) any and all other consents,
clearances and approvals in respect of a plan action by any governmental or
other regulatory body or any stock exchange or self-regulatory agency and (d)
any and all consents required by the Committee. Nothing herein shall require AIG
to list, register or qualify the shares of Common Stock on any securities
exchange.

3.4   Nonassignability; No Hedging

      Except to the extent otherwise expressly provided in the applicable Award
Agreement or determined by the Committee, no Award (or any rights and
obligations thereunder) granted to any person under the Plan may be sold,
exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of
or hedged, in any manner (including through the use of any cash-settled
instrument), whether voluntarily or involuntarily and whether by operation of
law or otherwise, other than by will or by the laws of descent and distribution,
and all such Awards (and any rights thereunder)

                                       7
<PAGE>
shall be exercisable during the life of the grantee only by the grantee or the
grantee's legal representative. Any sale, exchange, transfer, assignment,
pledge, hypothecation, or other disposition in violation of the provisions of
this Section 3.4 shall be null and void and any Award which is hedged in any
manner shall immediately be forfeited. All of the terms and conditions of this
Plan and the Award Agreements shall be binding upon any permitted successors and
assigns.

3.5   Successor Entity

      Unless otherwise provided in the applicable Award Agreement and except as
otherwise determined by the Committee, in the event of a merger, consolidation,
mandatory share exchange or other similar business combination of AIG with or
into any other entity ("SUCCESSOR ENTITY") or any transaction in which another
person or entity acquires all of the issued and outstanding Common Stock of AIG,
or all or substantially all of the assets of AIG, outstanding Awards may be
assumed or a substantially equivalent award may be substituted by such successor
entity or a parent or subsidiary of such successor entity.

3.6   Right of Discharge Reserved

      Nothing in the Plan or in any Award Agreement shall confer upon any
grantee the right to continued Employment by the Company or affect any right
which the Company may have to terminate such Employment.

3.7   Nature of Payments

      3.7.1 Any and all grants of Awards and deliveries of Common Stock, cash,
securities or other property under the Plan shall be in consideration of
services performed or to be performed for the Company by the grantee. Awards
under the Plan may, in the discretion of the Committee, be made in substitution
in whole or in part for cash or other compensation otherwise payable to a
participant in the Plan. Only whole shares of Common Stock shall be delivered
under the Plan. Awards shall, to the extent reasonably practicable, be
aggregated in order to eliminate any fractional shares. Fractional shares shall
be rounded down to the nearest whole share and any such fractional shares shall
be forfeited.

      3.7.2 All such grants and deliveries shall constitute a special
discretionary incentive payment to the grantee and shall not be required to be
taken into account in computing the amount of salary or compensation of the
grantee for the purpose of determining any contributions to or any benefits
under any pension, retirement, profit-sharing, bonus, life insurance, severance
or other benefit plan of the Company or under any agreement with the grantee,
unless the Company specifically provides otherwise.

3.8   Non-Uniform Determinations

      The Committee's determinations under the Plan and Award Agreements need
not be uniform and may be made by it selectively among persons who receive, or
are eligible to receive, Awards under the Plan (whether or not such persons are
similarly situated). Without limiting the generality of the foregoing, the
Committee shall be entitled, among other things, to make non-uniform and
selective determinations under Award Agreements, and to enter into non-uniform
and selective Award Agreements, as to (a) the persons to receive Awards, (b) the
terms and provisions of Awards and (c) whether a grantee's Employment has been
terminated for purposes of the Plan.


                                       8
<PAGE>
3.9   Other Payments or Awards

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

3.10  Plan Headings

      The headings in this Plan are for the purpose of convenience only and are
not intended to define or limit the construction of the provisions hereof.

3.11  Termination of Plan

      The Board reserves the right to terminate the Plan at any time; provided,
however, that in any case, the Plan shall terminate March 13, 2012, and provided
further, that all Awards made under the Plan prior to its termination shall
remain in effect until such Awards have been satisfied or terminated in
accordance with the terms and provisions of the Plan and the applicable Award
Agreements.

3.12  Governing Law

      THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

3.13  Severability; Entire Agreement

      If any of the provisions of this Plan or any Award Agreement is finally
held to be invalid, illegal or unenforceable (whether in whole or in part), such
provision shall be deemed modified to the extent, but only to the extent, of
such invalidity, illegality or unenforceability and the remaining provisions
shall not be affected thereby; provided, that if any of such provisions is
finally held to be invalid, illegal, or unenforceable because it exceeds the
maximum scope determined to be acceptable to permit such provision to be
enforceable, such provision shall be deemed to be modified to the minimum extent
necessary to modify such scope in order to make such provision enforceable
hereunder. The Plan and any Award Agreements contain the entire agreement of the
parties with respect to the subject matter thereof and supersede all prior
agreements, promises, covenants, arrangements, communications, representations
and warranties between them, whether written or oral with respect to the subject
matter thereof.

3.14  Waiver of Claims

      Each grantee of an Award recognizes and agrees that prior to being
selected by the Committee to receive an Award he or she has no right to any
benefits hereunder. Accordingly, in consideration of the grantee's receipt of
any Award hereunder, he or she expressly waives any right to contest the amount
of any Award, the terms of any Award Agreement, any determination, action or
omission hereunder or under any Award Agreement by the Committee, the Company or
the Board, or any amendment to the Plan or any Award Agreement (other than an
amendment to this Plan or an Award Agreement to which his or her consent is
expressly required by the express terms of an Award Agreement).


                                       9
<PAGE>
3.15  No Third Party Beneficiaries

      Except as expressly provided therein, neither the Plan nor any Award
Agreement shall confer on any person other than the Company and the grantee of
any Award any rights or remedies thereunder. The exculpation and indemnification
provisions of Section 1.3.3 shall inure to the benefit of a Covered Person's
estate and beneficiaries and legatees.

3.16  Successors and Assigns of AIG

      The terms of this Plan shall be binding upon and inure to the benefit of
AIG and any successor entity contemplated by Section 3.5.

3.17  Date of Adoption and Approval of Shareholders

      The Plan was adopted on March 13, 2002 by the Board and approved by the
shareholders of AIG at the 2002 Annual Meeting of Shareholders. The Plan was
amended and restated effective as of September 18, 2002.


                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.B
<SEQUENCE>4
<FILENAME>y66975exv4wb.txt
<DESCRIPTION>FORM OF RSU AWARD AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 4(b)

                         FORM OF RSU AWARD AGREEMENT


                      AMERICAN INTERNATIONAL GROUP, INC.
                AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN
                             RSU AWARD AGREEMENT

            This award agreement (this "AWARD AGREEMENT") sets forth the terms
and conditions of an award (this "AWARD") of restricted stock units ("RSUS")
granted to you under the American International Group, Inc. Amended and Restated
2002 Stock Incentive Plan (the "Plan").

            1. The Plan. This Award is made pursuant to the Plan, the terms of
which are incorporated in this Award Agreement. Capitalized terms used in this
Award Agreement that are not defined in this Award Agreement, or in the attached
Glossary of Terms, have the meanings as used or defined in the Plan.

            2. Award. The number of RSUs subject to this Award is set forth at
the end of this Award Agreement. Each RSU constitutes an unfunded and unsecured
promise of AIG to deliver (or cause to be delivered) to you, subject to the
terms of this Award Agreement, one share of Common Stock (the "SHARE" or the
"SHARES" as the context requires) (or cash equal to the Fair Market Value
thereof) on the Delivery Date as provided herein. Until such delivery, you have
only the rights of a general unsecured creditor, and no rights as a shareholder,
of AIG. THIS AWARD IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE
PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ARBITRATION
AND CHOICE OF FORUM PROVISIONS SET FORTH IN PARAGRAPH 14.

            3. Vesting and Delivery.

            (a) Vesting. Except as provided in this Paragraph 3 and in
Paragraphs 4 and 6, you shall become vested in the RSUs, and the Shares
underlying the RSUs shall be delivered, on the fourth anniversary of the Date of
Grant specified at the end of this Award Agreement (the "VESTING DATE"). Unless
the Committee determines otherwise, and except as provided in Paragraph 6, if
your Employment terminates for any reason prior to the Vesting Date, your rights
in respect of all of your RSUs shall terminate, and no Shares (or cash) shall be
delivered in respect of such RSUs.

            (b) Delivery. Except as provided in this Paragraph 3 and in
Paragraphs 4, 6, 8 and 9, the Shares underlying the RSUs shall be delivered on
the Delivery Date. The Company may, at its option, deliver cash in lieu of all
or any portion of the Shares otherwise deliverable on the Delivery Date
specified at the end of this Award Agreement. Such cash payment shall equal the
product of the number of Shares to be delivered on the Delivery Date and the
Fair Market Value of one Share of Common Stock on the Delivery Date. You shall
be deemed the beneficial owner of the Shares at the close of business on the
Delivery Date and shall be entitled to any dividend or distribution that has not
already been made with respect to such Shares if the record date for such
dividend or distribution is after the close of business on the Delivery Date.
Notwithstanding the foregoing, if the Delivery Date occurs at a time when you
are considered by AIG to be one of its "covered employees" within the meaning of
Section 162(m) of the Code, then, unless the Committee determines otherwise,
delivery of the Shares (or cash) automatically shall be deferred until after you
have ceased to be such a covered employee.

            (c) Death. Notwithstanding any other provision of this Award
Agreement, if you die prior to the Delivery Date, and provided your rights in
respect of your RSUs have not previously terminated, the Shares (or cash in lieu
of all or any part thereof) corresponding to your outstanding RSUs shall be
delivered to the representative of your estate as soon as practicable after the
date of death and after such documentation as may be requested by the Committee
is provided to the Committee.
<PAGE>
            4. Termination of RSUs and Non-Delivery of Shares.

            (a) Unless the Committee determines otherwise, and except as
provided in Paragraphs 3(c) and 6, your rights in respect of your outstanding
RSUs shall immediately terminate, and no Shares (or cash) shall be delivered in
respect of such unvested RSUs, if at any time prior to the Vesting Date your
Employment with the Company terminates for any reason, or you are otherwise no
longer actively Employed by the Company.

            (b) Unless the Committee determines otherwise, and except as
provided in Paragraph 6, your rights in respect of all of your RSUs (whether or
not vested) shall immediately terminate, and no Shares (or cash) shall be
delivered in respect of such RSUs, if at any time prior to the Delivery Date:

                  (i) you attempt to have any dispute under this Award Agreement
            or the Plan resolved in any manner that is not provided for by
            Paragraph 14; or

                  (ii) any event that constitutes Cause has occurred; or

                  (iii) you in any manner, directly or indirectly, (A) Solicit
            any Client to transact business with a Competitive Enterprise or to
            reduce or refrain from doing any business with the Company or (B)
            interfere with or damage (or attempt to interfere with or damage)
            any relationship between the Company and any such Client or (C)
            Solicit any person who is an employee of the Company to resign from
            the Company or to apply for or accept employment with any
            Competitive Enterprise; or

                  (iv) you fail to certify to AIG, in accordance with procedures
            established by the Committee, with respect to the Delivery Date that
            you have complied, or the Committee determines that you have failed
            as of the Delivery Date to comply, with all of the terms and
            conditions of this Award Agreement. By accepting the delivery of
            Shares (or cash) under this Award Agreement, you shall be deemed to
            have represented and certified at such time that you have complied
            with all the terms and conditions of this Award Agreement.

            (c) Unless the Committee determines otherwise, if the Delivery Date
in respect of any of your outstanding RSUs occurs, and Shares (or cash) with
respect to such outstanding RSUs would be deliverable under the terms and
conditions of this Award Agreement, except that you have not complied with the
conditions or your obligations under Paragraph 4(b)(iv), all of your rights with
respect to your outstanding RSUs shall terminate no later than the Delivery Date
for such Shares.

            5. Repayment. If, following the delivery of Shares (or cash), the
Committee determines that all terms and conditions of this Award Agreement in
respect of such delivery were not satisfied, the Company shall be entitled to
receive, and you shall be obligated to pay the Company immediately upon demand
therefor, the Fair Market Value of the Shares (determined as of the Delivery
Date) and the amount of cash (to the extent that cash was delivered in lieu of
Shares) delivered with respect to the Delivery Date, without reduction for any
Shares (or cash) applied to satisfy withholding tax or other obligations in
respect of such Shares (or cash).


                                      -2-
<PAGE>
            6. Disability and Retirement.

            (a) Notwithstanding any other provision of this Award Agreement, but
subject to Paragraph 6(b), if your Employment with the Company is terminated by
reason of Disability or Retirement, the condition set forth in Paragraph 4(a)
shall be waived with respect to your then outstanding unvested RSUs (as a result
of which any such then unvested outstanding RSUs shall vest), but all other
conditions of this Award Agreement shall continue to apply.

            (b) Without limiting the application of Paragraph 4(b) or Paragraph
4(c), your rights in respect of any outstanding RSUs that become vested solely
by reason of Paragraph 6(a) immediately shall terminate, and no Shares (or cash)
shall be delivered in respect of such outstanding RSUs if, following the
termination of your Employment with the Company by reason of Disability or
Retirement and prior to the Delivery Date, you (i) form, or acquire a 5% or
greater equity ownership, voting or profit participation interest in, any
Competitive Enterprise or (ii) associate in any capacity (including, but not
limited to, association as an officer, employee, partner, director, consultant,
agent or advisor) with any Competitive Enterprise.

            7. Non-transferability. Except as otherwise may be provided by the
Committee, the limitations set forth in Section 3.4 of the Plan shall apply. Any
assignment in violation of the provisions of this Paragraph 7 shall be null and
void.

            8. Withholding, Consents and Legends.

            (a) The delivery of Shares is conditioned on your satisfaction of
any applicable withholding taxes (in accordance with Section 3.2 of the Plan).

            (b) Your rights in respect of your RSUs are conditioned on the
receipt to the full satisfaction of the Committee of any required consents (as
defined in Section 3.3 of the Plan) that the Committee may determine to be
necessary or advisable (including, without limitation, your consenting to
deductions from your wages, or another arrangement satisfactory to the
Committee, to reimburse the Company for advances made on your behalf to satisfy
withholding and other tax obligations in connection with this Award).

            (c) AIG may affix to Certificates representing Shares issued
pursuant to this Award Agreement any legend that the Committee determines to be
necessary or advisable (including to reflect any restrictions to which you may
be subject under a separate agreement with AIG). AIG may advise the transfer
agent to place a stop transfer order against any legended Shares.

            9. Right of Offset. The Company shall have the right to offset
against the obligation to deliver Shares (or cash) under this Award Agreement
any outstanding amounts (including, without limitation, travel and entertainment
or advance account balances, loans, or amounts repayable to the Company pursuant
to tax equalization, housing, automobile or other employee programs) you then
owe to the Company and any amounts the Committee otherwise deems appropriate.

            10. No Rights to Continued Employment. Nothing in this Award
Agreement or the Plan shall be construed as giving you any right to continued
Employment by the Company or affect any right that the Company may have to
terminate or alter the terms and conditions of your Employment.

            11. Successors and Assigns of AIG. The terms and conditions of this
Award Agreement shall be binding upon, and shall inure to the benefit of, AIG
and its successor entities (as defined in Section 3.6 of the Plan.


                                      -3-

<PAGE>
            12. Committee Discretion. The Committee shall have full discretion
with respect to any actions to be taken or determinations to be made in
connection with this Award Agreement, and its determinations shall be final,
binding and conclusive.

            13. Amendment. The Committee reserves the right at any time to amend
the terms and conditions set forth in this Award Agreement, and the Board may
amend the Plan in any respect; provided, that, notwithstanding the foregoing and
Sections 1.3.1(i), 1.3.1(ii) and 3.1 of the Plan, no such amendment shall
materially adversely affect your rights and obligations under this Award
Agreement without your consent, except that the Committee reserves the right to
accelerate the delivery of the Shares and in its discretion provide that such
Shares may not be transferable until the Delivery Date on which such Shares
otherwise would have been delivered (and that in respect of such Shares you may
remain subject to the repayment obligations of Paragraph 5 in the circumstances
under which the Shares would not have been delivered pursuant to Paragraph 4 or
Paragraph 6). Any amendment of this Award Agreement shall be in writing signed
by an authorized member of the Committee or a person or persons designated by
the Committee.

            14. Arbitration; Choice of Forum.

            (a) Any dispute, controversy or claim between the Company and you,
arising out of or relating to or concerning the Plan or this Award Agreement,
shall be finally settled by arbitration in New York City before, and in
accordance with the rules then obtaining of, the New York Stock Exchange, Inc.
(the "NYSE") or, if the NYSE declines to arbitrate the matter (or if the matter
otherwise is not arbitrable by it), the American Arbitration Association (the
"AAA") in accordance with the commercial arbitration rules of the AAA. Prior to
arbitration, all claims maintained by you must first be submitted to the
Committee in accordance with claims procedures determined by the Committee. This
Paragraph is subject to the provisions of Paragraphs 14(b) and (c) below.

            (b) THE COMPANY AND YOU HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK OVER
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE
PLAN OR THIS AWARD AGREEMENT THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED
ACCORDING TO PARAGRAPH 14(A) OF THIS AWARD AGREEMENT. This includes any suit,
action or proceeding to compel arbitration or to enforce an arbitration award.
The Company and you acknowledge that the forum designated by this Paragraph
14(b) has a reasonable relation to the Plan, this Award Agreement, and to your
relationship with the Company. Notwithstanding the foregoing, nothing herein
shall preclude the Company from bringing any action or proceeding in any other
court for the purpose of enforcing the provisions of this Paragraph 14.

            (c) The agreement by you and the Company as to forum is independent
of the law that may be applied in the action, and you and the Company agree to
such forum even if the forum may under applicable law choose to apply non-forum
law. You and the Company hereby waive, to the fullest extent permitted by
applicable law, any objection which you or the Company now or hereafter may have
to personal jurisdiction or to the laying of venue of any such suit, action or
proceeding in any court referred to in Paragraph 14(b). You and the Company
undertake not to commence any action, suit or proceeding arising out of or
relating to or concerning this Award Agreement in any forum other than a forum
described in this Paragraph 14. You and (subject to the last sentence of
Paragraph 14(a)) the Company agree that, to the fullest extent permitted by
applicable law, a final and non-appealable judgment in any such suit, action or
proceeding in any such court shall be conclusive and binding upon you and the
Company.


                                      -4-
<PAGE>
            (d) You irrevocably appoint the Secretary of AIG as your agent for
service of process in connection with any action, suit or proceeding arising out
of or relating to or concerning this Award Agreement which is not arbitrated
pursuant to the provisions of Paragraph 14(a), who shall promptly advise you of
any such service of process.

            (e) You hereby agree to keep confidential the existence of, and any
information concerning, a dispute described in this Paragraph 15, except that
you may disclose information concerning such dispute to the arbitrator or court
that is considering such dispute or to your legal counsel (provided that such
counsel agrees not to disclose any such information other than as necessary to
the prosecution or defense of the dispute).

            (f) You recognize and agree that prior to the grant of this Award
you have no right to any benefits hereunder. Accordingly, in consideration of
the receipt of this Award, you expressly waive any right to contest the amount
of this Award, terms of this Award Agreement, any determination, action or
omission hereunder or under the Plan by the Committee, AIG or the Board, or any
amendment to the Plan or this Award Agreement (other than an amendment to which
your consent is expressly required by Paragraph 13) and you expressly waive any
claim related in any way to the Award including any claim based on any
promissory estoppel or other theory in connection with this Award and your
Employment with the Company.

            15. Governing Law. THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

            16. Headings. The headings in this Award Agreement are for the
purpose of convenience only and are not intended to define or limit the
construction of the provisions hereof.



                                      -5-
<PAGE>
            IN WITNESS WHEREOF, AMERICAN INTERNATIONAL GROUP, INC. has caused
this Award Agreement to be duly executed and delivered as of the Date of Grant.


                                              AMERICAN INTERNATIONAL GROUP, INC.

                                              By
                                                --------------------------------
                                                 Name:
                                                Title:


                                              By
                                                --------------------------------
                                                 Name:
                                                Title:




Recipient:

Number of RSUs:

Date of Grant:

Delivery Date:



                                      -6-
<PAGE>
                                GLOSSARY OF TERMS

Solely for purposes of this award of RSUs, the following terms shall have the
meanings set forth below. Capitalized terms not defined in this Glossary of
Terms shall have the meanings as used or defined in the applicable Award
Agreement or the Plan.

         "CAUSE" means (i) your conviction, whether following trial or by plea
of guilty or nolo contendere (or similar plea), in a criminal proceeding (A) on
a misdemeanor charge involving fraud, false statements or misleading omissions,
wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, or
(B) on a felony charge or (C) on an equivalent charge to those in clauses (A)
and (B) in jurisdictions which do not use those designations; (ii) your engaging
in any conduct which constitutes an employment disqualification under applicable
law (including statutory disqualification as defined under the Exchange Act);
(iii) your failure to perform your duties to the Company; (iv) your violation of
any securities or commodities laws, any rules or regulations issued pursuant to
such laws, or the rules and regulations of any securities or commodities
exchange or association of which AIG or any of its subsidiaries or affiliates is
a member; (v) your violation of any Company policy concerning hedging or
confidential or proprietary information, or your material violation of any other
Company policy as in effect from time to time; (vi) your engaging in any act or
making any statement which impairs, impugns, denigrates, disparages or
negatively reflects upon the name, reputation or business interests of the
Company; or (vii) your engaging in any conduct detrimental to the Company. The
determination as to whether "Cause" has occurred shall be made by the Committee
in its sole discretion. The Committee shall also have the authority in its sole
discretion to waive the consequences under the Plan or any Award Agreement of
the existence or occurrence of any of the events, acts or omissions constituting
"Cause."

         "CLIENT" means any client or prospective client of the Company to whom
you provided services, or for whom you transacted business, or whose identity
became known to you in connection with your relationship with or Employment by
the Company.

         "COMPETITIVE ENTERPRISE" means a business enterprise that (i) engages
in any activity, or (ii) owns or controls a significant interest in any entity
that engages in any activity, that, in either case, competes anywhere with any
activity in which the Company is engaged. The activities covered by the previous
sentence include, without limitation, all insurance and re-insurance and
insurance and re-insurance-related activities, asset management, financial
product activities (including, without limitation, derivative activities) and
financial services in the United States and abroad.

         "DELIVERY DATE" means each date specified as the Delivery Date in the
Award (or as soon as practicable, but in no case more than 10 days, thereafter).

         "DISABILITY" means "permanent disability" as defined in the American
International Group, Inc. Group Long - Term Insurance Policy as in effect on the
Date of Grant.

         "RETIREMENT" means "normal retirement" as defined in the American
International Group, Inc. Retirement Plan as in effect on the Date of Grant.

         "SOLICIT" means any direct or indirect communication of any kind
whatsoever, regardless of by whom initiated, inviting, advising, encouraging or
requesting any person or entity, in any manner, to take or refrain from taking
any action.


                                      -7-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>y66975exv5.txt
<DESCRIPTION>OPINION RE VALIDITY
<TEXT>
<PAGE>
                                                                       EXHIBIT 5

               [Letterhead of American International Group, Inc.]

                                                               December 18, 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 25,000,000 shares (the "Shares") of common stock, par
value $2.50 per share (the "Common Stock"), of American International Group,
Inc. (the "Company") to be offered under the American International Group, Inc.
Amended and Restated 2002 Stock Incentive Plan (the "Plan") and together with
the applicable RSU Award Agreement, I, as Vice President and Deputy General
Counsel of the Company, 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 relating to the Shares (the
"Registration Statement") has become effective under the Act and the Shares are
duly issued and delivered pursuant to the Plan, the Shares will be validly
issued, fully paid and non-assessable.

                  The foregoing opinion is limited to the Federal laws of the
United States 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 and I have assumed that the certificates for the Shares will
conform to the specimen of Common Stock examined by me and will be duly
countersigned by a transfer agent and duly registered by a registrar of the
Common Stock, that at the time of delivery of each Share all conditions to such
delivery shall have been satisfied or waived, and that the signatures on all
documents examined by me are genuine, assumptions which I have not independently
verified.


<PAGE>
American International Group, Inc.
December 18, 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 "Interests
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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.A
<SEQUENCE>6
<FILENAME>y66975exv23wa.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 18, 2002

                                                  /s/ PricewaterhouseCoopers LLP



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