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                                                                    EXHIBIT 4(a)


                       AMERICAN INTERNATIONAL GROUP, INC.

                 AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN
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                                Table of Contents

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                                    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
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                       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.


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      "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


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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


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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


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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.


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      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)

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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.


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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).


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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.


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