<PAGE>
                                                                    Exhibit 4(b)





                       AMERICAN INTERNATIONAL GROUP, INC.
                       SUPPLEMENTAL INCENTIVE SAVINGS PLAN










                                                      EFFECTIVE: JANUARY 1, 2003
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                                Table of Contents

<TABLE>
<CAPTION>
                                                                            Page

<S>   <C>                                                                   <C>
                                    ARTICLE 1
                                  INTRODUCTION

1.1   INTRODUCTION.......................................................      1

                                    ARTICLE 2
                                   DEFINITIONS

2.1   BOARD OF DIRECTORS.................................................      2

2.2   CODE...............................................................      2

2.3   COMPANY............................................................      2

2.4   COMPENSATION.......................................................      2

2.5   DEFERRAL ACCOUNT...................................................      2

2.6   DEFERRAL ELECTION..................................................      2

2.7   DISTRIBUTION COMMENCEMENT DATE.....................................      2

2.8   DISTRIBUTION ELECTION..............................................      2

2.9   EFFECTIVE DATE.....................................................      2

2.10  ELIGIBLE EMPLOYEE..................................................      3

2.11  EMPLOYEE DEFERRAL CREDITS..........................................      3

2.12  ERISA..............................................................      3

2.13  INVESTMENT BENCHMARK(S)............................................      3

2.14  PARTICIPANT........................................................      3

2.15  PLAN...............................................................      3

2.16  PLAN YEAR..........................................................      3

2.17  QUALIFIED PLAN.....................................................      3

2.18  RETIREMENT BOARD...................................................      3

2.19  VANGUARD FUNDS.....................................................      3

                                    ARTICLE 3
                                  PARTICIPATION

3.1   ELIGIBILITY TO PARTICIPATE.........................................      4

3.2   PLAN ENTRY DATE....................................................      4

3.3   CHANGE IN STATUS AS ELIGIBLE EMPLOYEE..............................      4
</TABLE>



                                       i
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<TABLE>
<S>   <C>                                                                   <C>
                                    ARTICLE 4
                      DEFERRAL ACCOUNTS, DEFERRAL ELECTIONS

4.1   ESTABLISHMENT OF PARTICIPANT ACCOUNTS..............................      5

4.2   EMPLOYEE DEFERRAL CREDITS..........................................      5

4.3   DEFERRAL ELECTION..................................................      5

4.4   CREDITS FOR INVESTMENT EARNINGS / DEBITS FOR INVESTMENT LOSSES.....      5

                                 ARTICLE 5
                            VESTING OF ACCOUNTS

5.1   VESTING OF DEFERRAL ACCOUNTS.......................................      7

                                 ARTICLE 6
                            PAYMENT OF BENEFITS

6.1   IN GENERAL.........................................................      8

6.2   DEATH BENEFIT......................................................      9

6.3   COMMITTEE DISCRETION...............................................      9

6.4   EFFECT OF PAYMENT..................................................      9

                                 ARTICLE 7
                     AMENDMENT OR TERMINATION OF PLAN

7.1   AMENDMENTS.........................................................     10

7.2   RIGHT TO TERMINATE.................................................     10

                                 ARTICLE 8
                               MISCELLANEOUS

8.1   UNFUNDED PLAN......................................................     11

8.2   NONGUARANTEE OF EMPLOYMENT.........................................     11

8.3   NONALIENATION OF BENEFITS..........................................     11

8.4   TAXES AND WITHHOLDING..............................................     11

8.5   APPLICABLE LAW.....................................................     12

8.6   HEADINGS AND SUBHEADINGS...........................................     12

8.7   SEVERABILITY.......................................................     12

                                 ARTICLE 9
                        ADMINISTRATION OF THE PLAN

9.1   POWERS AND DUTIES OF THE RETIREMENT BOARD..........................     13

9.2   CLAIMS PROCEDURE...................................................     13
</TABLE>



                                       ii
<PAGE>
                                    ARTICLE 1

                                  INTRODUCTION

1.1   INTRODUCTION
      This American International Group, Inc. Supplemental Incentive Savings
      Plan (the "Plan") has been established by American International Group,
      Inc. (the "Company") for the purpose of providing deferred compensation
      for a select group of management or highly compensated employees who
      contribute materially to the continued growth, development and future
      business success of the Company.

      This Plan is intended to constitute a non-qualified, unfunded plan for
      federal tax purposes and for purposes of Title I of ERISA. This Plan is to
      be maintained and administered according to the terms of this document and
      the Retirement Board shall have the sole authority to construe, interpret
      and administer the Plan.
<PAGE>
                                    ARTICLE 2

                                   DEFINITIONS

Wherever used in the Plan, the following terms have the meanings set forth
below, unless otherwise expressly provided:

2.1   BOARD OF DIRECTORS
      BOARD OF DIRECTORS means the Board of Directors of the Company.

2.2   CODE
      CODE means the Internal Revenue Code of 1986, as amended.

2.3   COMPANY
      COMPANY means American International Group, Inc., a Delaware corporation,
      and its affiliates or subsidiaries.

2.4   COMPENSATION
      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.

2.5   DEFERRAL ACCOUNT
      DEFERRAL ACCOUNT means the separate recordkeeping account established by
      the Retirement Board in the name of each Participant to record Employee
      Deferral Credits, investment adjustments and benefit payments, as further
      described in Section 4.1.

2.6   DEFERRAL ELECTION
      DEFERRAL ELECTION means the written salary reduction agreement entered
      into by a Participant and the Retirement Board pursuant to this Plan and
      which is made on a form and manner described in Section 4.3.

2.7   DISTRIBUTION COMMENCEMENT DATE
      DISTRIBUTION COMMENCEMENT DATE means the specific date that distribution
      of a Participant's Deferral Account shall commence, as provided in a
      Participant's Distribution Election.

2.8   DISTRIBUTION ELECTION
      DISTRIBUTION ELECTION means the written election made by a Participant in
      accordance with Article 6, that specifies the Distribution Commencement
      Date and form of distribution that will apply to the Participant's
      Deferral Account.

2.9   EFFECTIVE DATE
      EFFECTIVE DATE means January 1, 2003.



                                       2
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2.10  ELIGIBLE EMPLOYEE
      ELIGIBLE EMPLOYEE means, with respect to a particular Plan Year, each
      employee (1) who is a Highly Compensated Employee for purposes of the
      Qualified Plan for such Plan Year, (2) who has elected to defer the
      maximum amount of Basic Elective Deferrals permitted under Section 4.1(a)
      of the Qualified Plan for such Plan Year, (3) who is excluded from making
      Supplemental Elective Deferrals under Section 4.1(b) of the Qualified Plan
      for such Plan Year, and (4) whom the Retirement Board expressly designates
      as eligible to participate in the Plan.

2.11  EMPLOYEE DEFERRAL CREDITS
      EMPLOYEE DEFERRAL CREDITS means the amounts credited to a Participant's
      Deferral Account under Section 4.2.

2.12  ERISA
      ERISA means the Employee Retirement Income Security Act of 1974, as
      amended.

2.13  INVESTMENT BENCHMARK(S)
      INVESTMENT BENCHMARK(S) means the benchmark(s) made available under the
      Plan from time to time for purposes of crediting investment earnings to,
      or debiting investment losses from, Deferral Accounts in accordance with
      Section 4.4. Initially, the Investment Benchmarks that the Retirement
      Board makes available under the Plan shall be selected from the Vanguard
      Funds. The Retirement Board may, however, add new Investment Benchmark(s),
      which need not be Vanguard Funds, to the Plan or remove existing
      Investment Benchmarks, at any time in its discretion.

2.14  PARTICIPANT
      PARTICIPANT means an Eligible Employee who is participating in the Plan in
      accordance with the provisions of Article 3.

2.15  PLAN
      PLAN means American International Group, Inc. Supplemental Incentive
      Savings Plan, as set forth in this document and as amended from time to
      time.

2.16  PLAN YEAR
      PLAN YEAR means the calendar year.

2.17  QUALIFIED PLAN
      QUALIFIED PLAN means the American International Group, Inc. Incentive
      Savings Plan as in effect on January 1, 2003 and as amended from time to
      time thereafter.

2.18  RETIREMENT BOARD
      RETIREMENT BOARD means the Retirement Board of the Company that will be
      responsible for the administration of the Plan pursuant to Article 9.

2.19  VANGUARD FUNDS
      VANGUARD FUNDS means one or more of the regulated investment companies
      offered by The Vanguard Group, Inc.


                                       3
<PAGE>
                                    ARTICLE 3

                                  PARTICIPATION

3.1   ELIGIBILITY TO PARTICIPATE
      An Eligible Employee shall become a Participant in this Plan on the Plan
      Entry Date described below, subject to the approval of the Retirement
      Board.

3.2   PLAN ENTRY DATE
      An Eligible Employee may enter the Plan on the first day of the first Plan
      Year that he or she is an Eligible Employee by making a Deferral Election
      during the Plan enrollment period established by the Retirement Board for
      such Plan Year to defer Compensation for services to be rendered during
      such Plan Year.

3.3   CHANGE IN STATUS AS ELIGIBLE EMPLOYEE
      A Participant who ceases to be an Eligible Employee during a Plan Year
      shall be permitted to continue deferrals under his or her Deferral
      Elections, if any, for the remainder of such Plan Year, but shall not be
      permitted to make a new Deferral Election for a subsequent Plan Year
      unless and until he or she again becomes an Eligible Employee in respect
      of such subsequent Plan Year.



                                       4
<PAGE>
                                    ARTICLE 4

                      DEFERRAL ACCOUNTS, DEFERRAL ELECTIONS

4.1   ESTABLISHMENT OF PARTICIPANT ACCOUNTS
      The Company shall establish and maintain on its books and records a
      Deferral Account in the name of each Participant to record:

      (a)   the amounts of the Employee Deferral Credits credited on the
            Participant's behalf under Section 4.2;

      (b)   the credits or debits for investment earnings or losses under
            Section 4.4; and

      (c)   the payments of benefits to the Participant or the Participant's
            beneficiary under Article 6.

4.2   EMPLOYEE DEFERRAL CREDITS
      (a)   For each Plan Year, an Eligible Employee may elect to defer a
            portion of Compensation up to an amount equal to (i) the applicable
            dollar amount of elective deferrals permitted under section 402(g)
            of the Code for such Plan Year less (ii) the maximum amount such
            Eligible Employee is permitted to elect to defer under the Qualified
            Plan for such Plan Year.

      (b)   The Retirement Board shall credit all deferred amounts to the
            Participant's Deferral Account as Employee Deferral Credits.

4.3   DEFERRAL ELECTION
      (a)   A Participant's Deferral Election for a given Plan Year shall be
            made in writing to the Retirement Board, on the form and in the
            manner prescribed by the Retirement Board, during the Plan
            enrollment period established by the Retirement Board for such Plan
            Year in accordance with Section 4.3(b). The rate of deferral made
            for a Plan Year shall be irrevocable for such Plan Year.

      (b)   For the purpose of making a Deferral Election in respect of a Plan
            Year, the Retirement Board shall establish an enrollment period in
            the preceding calendar year that ends prior to the first day of the
            Plan Year for which such Deferral Election applies.

4.4   CREDITS FOR INVESTMENT EARNINGS / DEBITS FOR INVESTMENT LOSSES
      (a)   All amounts credited to a Participant's Deferral Account shall be
            credited with amounts of investment earnings or debited with amounts
            of investment losses that correspond to the total investment return
            earned by the Investment Benchmark or combination of Investment
            Benchmarks designated in advance by the Participant for these
            purposes.



                                       5
<PAGE>
      (b)   The designation of one or more Investment Benchmarks by a
            Participant under this Section 4.4 shall be used solely to measure
            the amounts of investment earnings or losses that will be credited
            or debited to the Participant's Deferral Account on the Company's
            books and records, and the Company shall not be required under the
            Plan to establish any account or purchase any shares in the
            applicable Investment Benchmark(s) on the Participant's behalf.

      (c)   The designation by a Participant of any Investment Benchmark(s)
            under this Section 4.4 shall be made in accordance with rules and
            procedures prescribed by the Retirement Board.

      (d)   Each Investment Benchmark shall be valued each day that the
            applicable market or exchange that lists such Investment Benchmark
            is open for trading.

      (e)   A Participant may elect to revise his or her Investment Benchmark
            elections with respect to existing Deferral Account allocations or
            future contributions pursuant to the Deferral Election at any time
            by notification to the Retirement Board in the prescribed manner.
            The Retirement Board, however, retains the right to review and
            restrict transfer rights at any time and may impose a limit on the
            number of times a Participant may transfer in and out of any
            Investment Benchmark during any 12-month period.

      (f)   If a Participant fails to make a proper designation, then his or her
            Accounts shall be deemed to be invested in the default Investment
            Benchmark(s) designated by the Retirement Board from time to time in
            a uniform and nondiscriminatory manner.


                                       6
<PAGE>
                                    ARTICLE 5

                               VESTING OF ACCOUNTS

5.1   VESTING OF DEFERRAL ACCOUNTS
      A Participant shall be fully vested in the value of his or her Deferral
      Account at all times.






                                       7
<PAGE>
                                    ARTICLE 6

                               PAYMENT OF BENEFITS

6.1   IN GENERAL
      (a)   Except as provided otherwise in Section 6.1(d), 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 or any month following the Participant's retirement
            (pursuant to the Participant's prior distribution election in
            accordance with Section 6.1(c)). All distributions to the
            Participant shall be completed within ten (10) years of the
            Participant's retirement.

      (b)   All distributions shall be made in cash.

      (c)   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, or (ii) any number of equal monthly
            installment payments, not to exceed one hundred (120); 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. All
            distributions to the Participant shall be completed within ten (10)
            years of the Participant's retirement. 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.

      (d)   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.



                                       8
<PAGE>
      (e)   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.

6.2   DEATH BENEFIT
      (a)   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.

      (b)   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.

6.3   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.

6.4   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.




                                       9
<PAGE>
                                    ARTICLE 7

                        AMENDMENT OR TERMINATION OF PLAN

7.1   AMENDMENTS
      The Company reserves the right to amend the Plan at any time. No
      amendment, however, may reduce the amount credited to a Participant's
      Deferral Account at the time of the amendment's adoption without the
      Participant's written consent, except as may otherwise be required by law.

7.2   RIGHT TO TERMINATE
      The Company may terminate the Plan at any time in whole or in part. In the
      event of termination, the Company may, at its option, pay each Participant
      an amount equal to the total amount credited to the Participant's Deferral
      Account at the time of termination in one lump sum payment of cash or, in
      the alternative, pay such amount in accordance with the provisions of
      Article 6. Termination of the Plan shall not serve to reduce the amount
      credited to a Participant's Deferral Account at the time of termination
      without the written consent of the Participant.








                                       10
<PAGE>
                                    ARTICLE 8

                                  MISCELLANEOUS

8.1   UNFUNDED PLAN
      This Plan is an unfunded deferred compensation arrangement for Eligible
      Employees. While it is the intention of the Company that this Plan shall
      be unfunded for federal tax purposes and for purposes of Title I of ERISA,
      the Company may establish a grantor trust to satisfy part or all of its
      Plan payment obligations so long as the Plan remains unfunded for federal
      tax purposes and for purposes of Title I of ERISA. Nothing contained in
      the Plan, and no action taken pursuant to its provisions, shall create or
      be construed to create a trust of any kind, or a fiduciary relationship
      between the Company and any employee or other person. To the extent any
      person acquires a right to receive a payment from the Company under the
      Plan, such right shall be no greater than that of an unsecured general
      creditor of the Company.

8.2   NONGUARANTEE OF EMPLOYMENT
      Nothing contained in the Plan shall be construed as a contract of
      employment between the Company and any Participant, or as a right of any
      Participant to be continued in the employment of the Company, or as a
      limitation of the right of the Company to discharge any Participant with
      or without cause.

8.3   NONALIENATION OF BENEFITS
      (a)   Except as may be required by law, benefits payable under the Plan
            are not subject in any manner to anticipation, alienation, sale,
            transfer, assignment, pledge, encumbrance, charge, garnishment,
            execution, or levy of any kind, whether voluntary or involuntary.
            Any attempt to anticipate, alienate, sell, transfer, assign, pledge,
            encumber, charge or otherwise dispose of any right to benefits under
            the Plan shall be void. The Company shall not in any manner be
            liable for, or subject to, the debts, contracts, liabilities,
            engagements or torts of any person entitled to benefits under the
            Plan.

      (b)   Notwithstanding Section 8.3(a), 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.

8.4   TAXES AND WITHHOLDING
      For each Plan Year in which the Participant defers a portion of
      Compensation under this Plan, the Company shall withhold from the
      Participant's non-deferred Compensation the Participant's share of FICA
      and other employment taxes in respect of the deferred amounts.



                                       11
<PAGE>
8.5   APPLICABLE LAW
      This Plan shall be construed and enforced in accordance with the laws of
      the state of Delaware.

8.6   HEADINGS AND SUBHEADINGS
      Headings and subheadings in this Plan are inserted for convenience only
      and are not to be considered in the construction of the provisions.

8.7   SEVERABILITY
      The invalidity and unenforceability of any particular provision of this
      plan shall not affect any other provision and the Plan shall be construed
      in all respects as if such invalid or unenforceable provisions were
      omitted.






                                       12
<PAGE>
                                    ARTICLE 9

                           ADMINISTRATION OF THE PLAN

9.1   POWERS AND DUTIES OF THE RETIREMENT BOARD
      The Board of Directors, or its designee, shall appoint members of the
      Retirement Board. The Retirement Board will be responsible for the
      administration of the Plan. The Retirement Board shall have full
      responsibility to represent the Company and the Participants in all things
      it may deem necessary for the proper administration of the Plan. Subject
      to the terms of the Plan, the decision of the Retirement Board upon any
      question of fact, interpretation, definition or procedures relating to the
      administration of the Plan shall be conclusive. The responsibilities of
      the Retirement Board shall include the following:

      (a)   Verifying all procedures by which payments to Participants and their
            beneficiaries are authorized.

      (b)   Deciding all questions relating to the eligibility of employees to
            become Participants in the Plan.

      (c)   Interpreting the provisions of the Plan in all particulars.

      (d)   Establishing and publishing rules and regulations for carrying out
            the Plan.

      (e)   Selecting the Investment Benchmark(s) that shall be available under
            the Plan from time to time.

      (f)   Preparing an individual record for each Participant in the Plan,
            which shall be available for examination by such Participant, or
            authorized persons.

      (g)   Reviewing and answering any denied claim for benefits that has been
            appealed to the Retirement Board under the provisions of this
            Article.

9.2   CLAIMS PROCEDURE
      (a)   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.

      (b)   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


                                       13
<PAGE>
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.

      (c)   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; 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.

      (d)   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.




                                       14
<PAGE>
      IN WITNESS WHEREOF, this American International Group, Inc. Supplemental
Incentive Savings 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




                                       15