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                                                                    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.
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            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).


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            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.


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            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.


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            (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.



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            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:



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                                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.


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