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                                                                    Exhibit 4(a)

                       AMERICAN INTERNATIONAL GROUP, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN

         Section 1. Purposes.

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

         Section 2. Definitions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Plan Year" means the calendar year.

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

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


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

         Section 3. Eligibility and Participation.

                  3.1 Eligibility.

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

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

                  3.2 Deferral Elections.

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

                  3.3 Suspension of Deferrals.

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

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


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                  3.4 Resumption of Deferrals.

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

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

                  3.5 Deemed Investments.

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

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

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

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

         Section 4. Accounts.

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


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

         Section 5. Distributions.

                  5.1 In General.

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

                           (ii) All distributions shall be made in cash.

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

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


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

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

                  5.3 Death Benefit.

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

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

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

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

         Section 6. Administration.

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

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


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

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

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

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

                  6.7 Claims Procedure.

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

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

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


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

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

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

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

         Section 7. Miscellaneous.

                  7.1 Nonassignability.

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


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

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

                  7.2 Withholding Taxes.

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

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

                  7.3 Amendment or Termination of the Plan.

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

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

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


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

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

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

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

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

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

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

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

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

         Section 8. Change in Control.

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


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

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

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

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


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



                                 AMERICAN INTERNATIONAL GROUP, INC.

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



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