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                                                                     Exhibit 4.2

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                       AMERICAN INTERNATIONAL GROUP, INC.

                                 --------------

                               FIRST SUPPLEMENTAL

                                    INDENTURE

                            Dated as of May 15, 2003

                                 --------------

              (Supplemental to Indenture Dated as of July 15, 1989)

                                 --------------

                              THE BANK OF NEW YORK,
                                   as Trustee

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<PAGE>
      FIRST SUPPLEMENTAL INDENTURE, dated as of May 15, 2003, among American
International Group, Inc., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), and The Bank of New
York, a New York banking corporation, as Trustee (herein called "Trustee");

                                R E C I T A L S:

      WHEREAS, the Company has heretofore executed and delivered to The Bank of
New York, as trustee, an Indenture, dated as of July 15, 1989 (the "Existing
Indenture", and the Existing Indenture, as the same may be amended or
supplemented from time to time, including by this First Supplemental Indenture,
the "Indenture"), providing for the issuance from time to time of the Company's
unsecured debentures, notes or other evidences of indebtedness (herein and
therein called the "Securities"), to be issued in one or more series as provided
in the Indenture;

      WHEREAS, Section 901 of the Existing Indenture permits the Company and the
Trustee to enter into an indenture supplemental to the Existing Indenture to
provide for the issuance of, and establish the form and terms of, additional
series of Securities;

      WHEREAS, Sections 201, 301 and 901 of the Existing Indenture permit the
form of notes of each additional series of notes to be established pursuant to
an indenture supplemental to the Existing Indenture;

      WHEREAS, Section 301 of the Existing Indenture permits certain terms of
any additional series of notes to be established pursuant to an indenture
supplemental to the Existing Indenture;

      WHEREAS, pursuant to resolutions of the Board of Directors of the Company
adopted at a meeting duly called on March 12, 2003, the Company has authorized
the issuance of $1,500,000,000 in aggregate principal amount of its 2.875% Notes
Due 2008 (the "5 Year Notes") and 4.250% Notes Due 2013 (the "10 Year Notes,"
and, collectively with the 5-Year Notes and any Exchange Notes issued in
exchange for the 5-year Notes or 10-Year Notes, the "Notes");

      WHEREAS, the Company has duly authorized the execution and delivery of
this First Supplemental Indenture to establish the form and terms of the Notes;
and

      WHEREAS, all things necessary to make this First Supplemental Indenture a
valid agreement according to its terms have been done;

      NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
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      For and in consideration of the premises and the purchase of the Notes by
the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows:

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.1 RELATION TO EXISTING INDENTURE

      This First Supplemental Indenture constitutes a part of the Existing
Indenture (the provisions of which, as modified by this First Supplemental
Indenture, shall apply to the Notes) in respect of the Notes but shall not
modify, amend or otherwise affect the Existing Indenture insofar as it relates
to any other series of Securities or affects in any manner the terms and
conditions of the Securities of any other series.

SECTION 1.2 DEFINITIONS

      For all purposes of this First Supplemental Indenture, the capitalized
terms used herein (i) which are defined in this Section 1.2 have the respective
meanings assigned hereto in this Section 1.2, and (ii) which are defined in the
Existing Indenture (and which are not defined in this Section 1.2) have the
respective meanings assigned thereto in the Existing Indenture. For all purposes
of this First Supplemental Indenture:

      1.2.1 All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this First
Supplemental Indenture;

      1.2.2 The terms "herein", "hereof", and "hereunder" and words of similar
import refer to this First Supplemental Indenture; and

      1.2.3 The following terms, as used herein, have the following meanings:

      "Adjusted Treasury Rate" has the meaning specified in the form of Note
contained in Section 2.3.

      "Agent Member" means any member of, or participant in, the Depositary.

      "Applicable Procedures" means, with respect to any transfer or transaction
involving a Global Note or beneficial interest therein, the rules and procedures
of the Depositary for such Note, Euroclear and Clearstream, in each case to the
extent applicable to such transaction and as in effect at the time of such
transfer or transaction.

      "Clearstream" means Clearstream Banking, societe anonyme, Luxembourg (or
any successor securities clearing agency).

                                      -2-
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      "Closing Date" means May 15, 2003.

      "Comparable Treasury Issue" has the meaning specified in the form of Note
contained in Section 2.3.

      "Comparable Treasury Price" has the meaning specified in the form of Note
contained in Section 2.3.

      "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in the form of one or more Global Notes, DTC, for so long as it shall
be a clearing agency registered under the Exchange Act, or such successor (which
shall be a clearing agency registered under the Exchange Act) as the Company
shall designate from time to time in an Officers' Certificate delivered to the
Trustee.

      "DTC" means The Depository Trust Company.

      "Euroclear" means the Euroclear Bank S.A./N.V. (or any successor
securities clearing agency), as operator of the Euroclear system.

      "Exchange Notes" means the notes issued pursuant to the Exchange Offer and
their Successor Notes. The Exchange Notes shall be deemed to constitute the same
series as the Original Notes for which they are exchanged.

      "Exchange Offer" has the meaning specified in the form of Note contained
in Section 2.2.

      "Exchange Offer Registration Statement" has the meaning specified the form
of Note contained in Section 2.2.

      "Global Note" means any Note bearing the legend specified in Section 2.2
evidencing all or part of the Notes, issued to the Depositary, and registered in
the name of the Depositary or its nominee. The Restricted Global Note and the
Regulation S Global Note shall each be a Global Note.

      "Initial Purchasers" means Citigroup Global Markets Inc., Banc of America
Securities LLC and Goldman, Sachs & Co.

      "Notes" has the meaning stated in the fifth recital of this First
Supplemental Indenture.

      "Original Notes" means all Notes other than Exchange Notes.

      "Primary Treasury Dealer" has the meaning specified in the form of Note
contained in Section 2.3.

      "Purchase Agreement" means the Purchase Agreement, dated May 8, 2003,
between the Company and the Initial Purchasers.

                                      -3-
<PAGE>
      "Quotation Agent" has the meaning specified in the form of Note contained
in Section 2.3.

      "Reference Treasury Dealer" has the meaning specified in the form of Note
contained in Section 2.3.

      "Reference Treasury Dealer Quotations" has the meaning specified in the
form of Note contained in Section 2.3.

      "Registration Default" has the meaning specified in the form of Note
contained in Section 2.2.

      "Registration Default Period" has the meaning specified in the form of
Note contained in Section 2.2.

      "Registration Rights Agreement" has the meaning specified in Section 2.2.

      "Regulation S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

      "Regulation S Certificate" means a certificate substantially in the form
set forth in Annex B.

      "Regulation S Global Note" has the meaning specified in Section 2.1.

      "Regulation S Legend" means a legend substantially in the form of the
legend required in the form of Note set forth in Section 2.2 to be placed upon
each Regulation S Note.

      "Regulation S Notes" means all Notes required pursuant to Section 2.6(b)
to bear a Regulation S Legend. Such term includes the Regulation S Global Note.

      "Restricted Global Note" has the meaning specified in Section 2.1.

      "Restricted Note" means all Notes required pursuant to Section 2.6(b) to
bear any Restricted Notes Legend. Such term includes the Restricted Global Note.

      "Restricted Notes Certificate" means a certificate substantially in the
form set forth in Annex A.

      "Restricted Notes Legend" means a legend substantially in form of the
legend required in the form of Note set forth in Section 2.2 to be placed upon
each Restricted Note.

      "Restricted Period" means the period of 41 consecutive days beginning on
the later of (i) the day on which Notes are first offered to persons other than
distributors (as defined in Regulation S) in reliance on Regulation S and (ii)
the Closing Date, except that

                                      -4-
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any offer or sale by a distributor (as defined in Regulation S) of an unsold
allotment shall be deemed to be made during the restricted period.

      "Rule 144A" means Rule 144A under the Securities Act (including any
successor rule thereto), as the same may be amended from time to time.

      "Rule 144A Notes" means all Notes initially distributed in connection with
the offering of the Notes by the Initial Purchasers in reliance upon Rule 144A.

      "Securities" has the meaning specified in the first recital of this First
Supplemental Indenture.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Securities Act Legend" means the Restricted Notes Legend and/or the
Regulation S Legend.

      "Shelf Registration Statement" has the meaning specified in the form of
Note contained in Section 2.2.

      "Special Interest" has the meaning specified in the form of Note contained
in Section 2.2.

      "Successor Note" of any particular Note means every Note issued after, and
evidencing all or a portion of the same debt as that evidenced by, such
particular Note; and, for the purposes of this definition, any Exchange Note
issued in exchange for an Original Note shall be deemed a Successor Note of such
Original Note and any Note authenticated and delivered under Section 306 of the
Existing Indenture in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Note shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Note.

      "Unrestricted Notes Certificate" means a certificate substantially in the
form set forth in Annex C.

                                  ARTICLE TWO

                    GENERAL TERMS AND CONDITIONS OF THE NOTES

SECTION 2.1 FORMS OF NOTES GENERALLY

      The Notes shall be in substantially the forms set forth in this Article
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by the Existing Indenture and this First
Supplemental Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange, or as may,
consistent with the Existing Indenture and this First Supplemental Indenture, be

                                      -5-
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determined by the officers executing such Notes, as evidenced by their execution
of such Notes.

      The Trustee's certificate of authentication shall be in substantially the
form set forth in Section 2.4.

      Upon their original issuance, the Rule 144A Notes and the Regulation S
Notes shall be issued in the form of separate Global Notes registered in the
name of the Depositary or its nominee and deposited with the Trustee, as
custodian for the Depositary, for credit by the Depositary to the respective
accounts of beneficial owners of the Notes represented thereby (or such other
accounts as they may direct). Each such Global Note will constitute a single
Security for all purposes of the Indenture. The Global Notes representing Rule
144A Notes, together with their Successor Notes which are Global Notes other
than Regulation S Global Notes, are collectively herein called the "Restricted
Global Note." The Global Notes representing Regulation S Notes, together with
their Successor Notes which are Global Notes other than Restricted Global Notes,
are collectively herein called the "Regulation S Global Note."

      The Notes will be issued only in registered form. The Notes will be issued
in minimum denominations of $1,000.

SECTION 2.2 FORM OF FACE OF THE NOTES

      [INCLUDE IF NOTE IS A RESTRICTED NOTE - THIS SECURITY (OR ITS PREDECESSOR)
WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM AND IN ANY EVENT MAY BE SOLD
OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH THE INDENTURE, COPIES OF WHICH
ARE AVAILABLE FOR INSPECTION AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE IN NEW
YORK.

      EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER. EACH HOLDER OF THIS NOTE REPRESENTS TO
AMERICAN INTERNATIONAL GROUP, INC. THAT (a) SUCH HOLDER WILL NOT SELL, PLEDGE OR
OTHERWISE TRANSFER THIS NOTE (WITHOUT THE CONSENT OF AMERICAN INTERNATIONAL
GROUP, INC.) OTHER THAN (i) TO A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
COMPLYING WITH RULE 144A UNDER THE SECURITIES ACT, (ii) IN ACCORDANCE WITH RULE
144 UNDER THE SECURITIES ACT, (iii) OUTSIDE THE UNITED STATES IN A TRANSACTION
MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT, (iv) PURSUANT
TO ANOTHER AVAILABLE

                                      -6-
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EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, SUBJECT, IN THE CASE OF
CLAUSES (ii) OR (iv), TO THE RECEIPT BY AMERICAN INTERNATIONAL GROUP, INC. OF AN
OPINION OF COUNSEL OR SUCH OTHER EVIDENCE ACCEPTABLE TO AMERICAN INTERNATIONAL
GROUP, INC. THAT SUCH RESALE, PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION
REQUIREMEMENTS OF THE SECURITIES ACT OR (v) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND THAT (b) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS
REFERRED TO HEREIN AND DELIVER TO THE TRANSFEREE (OTHER THAN A QUALIFIED
INSTITUTIONAL BUYER) PRIOR TO THE SALE, A COPY OF THE TRANSFER RESTRICTIONS
APPLICABLE HERETO (COPIES OF WHICH MAY BE OBTAINED FROM THE INDENTURE TRUSTEE).]

      [INCLUDE IF NOTE IS A REGULATION S NOTE -- THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, ANY U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER
SUCH LAWS.]

      [INCLUDE IF NOTE IS A GLOBAL NOTE -- THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY.]

      [INCLUDE IF NOTE IS A GLOBAL NOTE AND THE DEPOSITORY TRUST COMPANY IS THE
DEPOSITARY -- UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION,
TO AMERICAN INTERNATIONAL GROUP, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF CEDE & CO. (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY

                                      -7-
<PAGE>
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

                       AMERICAN INTERNATIONAL GROUP, INC.

             [INCLUDE IF NOTE IS 5 YEAR NOTE - 2.875% NOTE DUE 2008]
            [INCLUDE IF NOTE IS 10 YEAR NOTE - 4.250% NOTE DUE 2013]

No. ________
CUSIP No.: _______________                                            $________


      AMERICAN INTERNATIONAL GROUP, INC., a corporation duly organized and
existing under the laws of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or its registered assigns,
the principal sum of [ ] dollars on May 15, [INCLUDE IF NOTE IS 5 YEAR NOTE --
2008] [INCLUDE IF NOTE IS 10 YEAR NOTE -- 2013], and to pay interest thereon
from May 15, 2003, or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for, semiannually in
arrears on May 15 and November 15 in each year (each such date, an "Interest
Payment Date"), commencing on November 15, 2003 at the rate of [INCLUDE IF NOTE
IS 5 YEAR NOTE -- 2.875%] [INCLUDE IF NOTE IS 10 YEAR NOTE -- 4.250%] per annum,
until the principal hereof is paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest, which shall be the May 1
or November 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Note
(or one or more Predecessor Notes) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof which shall be given to Holders of Notes of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.

      Interest shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.

                                      -8-
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      In the event that an Interest Payment Date is not a Business Day, the
Company shall pay interest on the next day that is a Business Day, with the same
force and effect as if made on the Interest Payment Date, and without any
interest or other payment with respect to the delay. If the Stated Maturity or
earlier Redemption Date falls on a day that is not a Business Day, the payment
of principal, premium, if any, and interest, if any, need not be made on such
date, but may be made on the next succeeding Business Day, with the same force
and effect as if made on the Stated Maturity or earlier Redemption Date,
provided that no interest shall accrue for the period from and after such Stated
Maturity or earlier Redemption Date.

      [INCLUDE IF NOTE IS ORIGINAL NOTE - - Pursuant to the Exchange and
Registration Rights Agreement, dated as of May 15, 2003 (the "Registration
Rights Agreement"), by and among the Company and the Initial Purchasers (as
defined therein), the Company has agreed for the benefit of the Holders from
time to time of the Notes that it will (i) file under the Securities Act, no
later than 90 days after the date on which the Notes are initially issued (the
"Issue Date"), a registration statement (the "Exchange Offer Registration
Statement") registering debt securities substantially identical to the Notes
(except that such securities will not contain terms with respect to the Special
Interest payments described below or transfer restrictions) pursuant to an
exchange offer (the "Exchange Offer"), (ii) use its commercially reasonable
efforts to cause the Exchange Offer Registration Statement to become effective
under the Securities Act no later than 150 days following the Issue Date and
(iii) use its commercially reasonable efforts to cause the Exchange Offer to
remain open at least 20 business days and to commence and complete the Exchange
Offer no later than 30 days after the Exchange Offer Registration Statement has
become effective; provided, however, that if on or prior to the time the
Exchange Offer is completed, existing Commission (as defined in the Indenture)
interpretations are changed such that this Note is not or would not be, upon
receipt under the Exchange Offer, transferable by the Holder of this Note
without restriction under the Securities Act, the Company has agreed to file
under the Securities Act no later than 270 days after the Issue Date, a "shelf"
registration statement providing for the registration of and the sale on a
continuous or delayed basis by the Holder of this Note (such registration
statement, the "Shelf Registration Statement") and to use its commercially
reasonable efforts to cause the Shelf Registration Statement to become effective
no later than 90 days after the Shelf Registration Statement is filed.

      In the event that (i) the Exchange Offer has not been completed within 180
days after the Issue Date, (ii) a Shelf Registration Statement is required to be
filed and is not effective within 360 days of the Issue Date, or (iii) the
Exchange Offer Registration Statement or, if applicable, the Shelf Registration
Statement is filed and declared effective but shall thereafter either be
withdrawn by the Company or shall become subject to an effective stop order
issued pursuant to Section 8(d) of the Securities Act suspending the
effectiveness of such registration statement (except as specifically permitted
in the Registration Rights Agreement) without being succeeded by a
post-effective amendment or a prospectus supplement to such registration
statement or an additional registration statement that cures such failure and
that is itself declared effective

                                      -9-
<PAGE>
promptly, in each case (i) through (iii) upon the terms and conditions set forth
in the Registration Rights Agreement (each such event referred to in clauses (i)
through (iii), a "Registration Default" and each period during which a
Registration Default has occurred and is continuing, until the earlier of such
time as no Registration Default is in effect or the first date the Notes become
eligible to be sold pursuant to paragraph (k) of Rule 144 under the Securities
Act of 1933, a "Registration Default Period"), then interest will accrue (in
addition to any stated interest on this Note) at a per annum rate of 0.125% for
the first 90 days of the Registration Default Period and at a per annum rate of
0.25% thereafter for the remaining portion of the Registration Default Period;
provided that the Company shall not be required to pay Special Interest for more
than one Registration Default at any given time and in no event shall Special
Interest accrue at a rate in excess of 0.25% per annum. Interest accruing as a
result of a Registration Default is referred to herein as "Special Interest." In
the case of a Registration Default, the Company's only obligation under the
Registration Rights Agreement is to pay Special Interest. Accrued Special
Interest, if any, shall be paid in cash in arrears on each Interest Payment Date
for the Notes; and the amount of accrued Special Interest shall be determined on
the basis of the number of days actually elapsed.]

      Payment of the principal of and interest on this Note will be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.

      Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:

                                AMERICAN INTERNATIONAL GROUP, INC.

                                By_________________________________


[SEAL]

Attest:

---------------------------

                                      -10-
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SECTION 2.3 FORM OF REVERSE OF THE NOTES

      This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), designated as its [INCLUDE IF NOTE IS 5 YEAR NOTE -
2.875% Notes Due 2008][INCLUDE IF NOTE IS 10 YEAR NOTE - 4.250% Notes Due 2013],
issued and to be issued in one or more series under an Indenture, dated as of
July 15, 1989, as supplemented by the First Supplemental Indenture (the "First
Supplemental Indenture"), dated as of May 15, 2003 (as so supplemented, the
"Indenture," which term shall have the meaning assigned to it in such
instrument), from the Company to The Bank of New York, as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof.

      The Notes of this series are subject to redemption at any time, in whole
or in part, at the election of the Company, upon not less than 30 nor more than
60 days' notice given as provided in the Indenture, at a Redemption Price equal
to the greater of (i) 100% of the principal amount, together with accrued
interest to the Redemption Date, and (ii) as determined by the Quotation Agent,
the sum of the present values of the remaining scheduled payments of principal
and interest thereon (not including any portion of such payments of interest
accrued as of the Redemption Date) discounted to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate plus [INCLUDE IF NOTE IS 5 YEAR NOTE - 10] [INCLUDE
IF NOTE IS 10 YEAR NOTE -- 12.5] basis points, plus accrued interest to the
Redemption Date.

      The definitions of certain terms used in the paragraph above are listed
below.

      "Adjusted Treasury Rate" means, with respect to any Redemption Date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

      "Comparable Treasury Issue" means the U.S. Treasury security selected by
the Quotation Agent as having a maturity comparable to the remaining term of the
Notes of this series to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.

      "Comparable Treasury Price" means, with respect to any Redemption Date,
the average of the Reference Treasury Dealer Quotations for such Redemption
Date.

                                      -11-
<PAGE>
      "Quotation Agent" means AIG Financial Products Corp.

      "Reference Treasury Dealer" means (i) each of Citigroup Global Markets
Inc., Banc of America Securities LLC and Goldman, Sachs & Co. or its respective
successors; provided, however, that if the foregoing shall cease to be a primary
U.S. government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Person to be a Primary
Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the
Quotation Agent after consultation with the Company.

      "Reference Treasury Dealer Quotations" means with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Quotation Agent, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. on
the third business day preceding such Redemption Date.

      In the event of redemption of this Note in part only, a new Note or Notes
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

      The Notes do not have the benefit of any sinking fund obligation.

      The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note or certain restrictive covenants and Events of Default
with respect to this Note, in each case upon compliance with certain conditions
set forth in the Indenture.

      As set forth in, and subject to, the provisions of the Indenture, no
Holder of this Note will have any right to institute any proceeding with respect
to the Indenture or for any remedy thereunder, unless such Holder shall have
previously given to the Trustee written notice of a continuing Event of Default,
the Holders of not less than 25% in principal amount of the Outstanding Notes
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee shall not have
received from the Holders of a majority in principal amount of the Outstanding
Notes a direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of (and premium, if any) or any interest
of this Note on or after the respective due date expressed herein.

      If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of the Notes of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.

                                      -12-
<PAGE>
      The Notes are entitled to the benefits of the covenants of the Company set
forth in Article Ten of the Indenture.

      Unless the context otherwise requires, the Original Notes (as defined in
the Indenture) and the Exchange Notes (as defined in the Indenture) shall
constitute one series for all purposes under the Indenture, including without
limitation, amendments, waivers and redemptions.

      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company in any place where the principal of (and premium, if any) and
interest on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

      The Notes of this series are issuable only in fully registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the Notes of this series are exchangeable for a like aggregate principal amount
of Notes of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      All terms used in this Note which are defined in the Indenture shall have
the meaning assigned to them in the Indenture.

                                      -13-
<PAGE>
SECTION 2.4 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION OF THE NOTES

      The Trustee's certificates of authentication shall be in substantially the
following form:

      This is one of the Notes of the series designated therein referred to in
the within-mentioned Indenture.

                               THE BANK OF NEW YORK

                               As Trustee

                               By:_______________________________
                                    Authorized Signatory

SECTION 2.5 TITLE AND TERMS

      The Notes shall be issued in two series. The aggregate principal amount of
the Notes that may initially be authenticated and delivered under this First
Supplemental Indenture is limited to $1,500,000,000, except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes pursuant to Section 304, 305, 306 or 906 of the
Existing Indenture or Article Two of this First Supplemental Indenture. The
Company may, without the consent of the Holders of Notes of any series, issue
additional notes having the same ranking, interest rate, Stated Maturity, CUSIP
number and terms as to status, redemption or otherwise as the Notes, in which
event such notes, the Original Notes of such series and the Exchange Notes
issued in exchange for any such Original Notes shall constitute one series for
all purposes under the Indenture, including without limitation, amendments,
waivers and redemptions.

      The Stated Maturity shall be May 15, 2008 in the case of the 5 Year Notes
and May 15, 2013 in the case of the 10 Year Notes, and each of the 5 Year Notes
and the 10 Year Notes shall bear interest and have such other terms as are
described in Sections 2.2 and 2.3 of this First Supplemental Indenture.

      The Company shall have no obligation to redeem or purchase the Notes
pursuant to any sinking fund or analogous provision, or at the option of a
Holder thereof. The Notes shall be redeemable at the election of the Company
from time to time, in whole or in part, at the times and at the prices specified
in the form of Note set forth in Section 2.3 of this First Supplemental
Indenture.

      The Notes shall be subject to the defeasance and discharge provisions of
Section 1302 of the Existing Indenture and the defeasance of certain obligations
and certain events of default provisions of Section 1303 of the Existing
Indenture.

                                      -14-
<PAGE>
      Unless the context otherwise requires, the Original Notes of each series
and the Exchange Notes issued in exchange for any Original Notes of that series
shall constitute one series for all purposes under the Indenture, including
without limitation, amendments, waivers and redemptions.

      All Exchange Notes issued upon any exchange of the Original Notes shall be
the valid obligations of the Company, evidencing the same debt, and entitled to
the same benefits under the Indenture, as the Original Notes surrendered upon
such exchange. Subject to the second paragraph of Section 307 of the Existing
Indenture, each Exchange Note delivered in exchange for an Original Note shall
carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such Original Note.

      The Notes shall be issuable only in fully registered form without coupons
and only in denominations of $1,000 and integral multiples thereof.

      The Notes shall be executed, authenticated, delivered and dated in
accordance with Section 303 of the Existing Indenture.

SECTION 2.6 TRANSFER AND EXCHANGES; SECURITIES ACT LEGENDS

      (a) Certain Transfers and Exchanges. Transfers and exchanges of Notes and
beneficial interests in a Global Note of the kinds specified in this Section
2.6(a) shall be made only in accordance with this Section 2.6(a).

            (i) Non-Global Note to Non-Global Note. A Note that is not a Global
      Note may be transferred, in whole or in part, to a Person who takes
      delivery in the form of another Note that is not a Global Note as provided
      in Section 305 of the Existing Indenture, provided that, if the Note to be
      transferred in whole or in part is a Restricted Note, or is a Regulation S
      Note and the transfer is to occur during the Restricted Period, then the
      Trustee shall have received (i) a Restricted Notes Certificate,
      satisfactory to the Company and duly executed by the transferor Holder or
      his attorney duly authorized in writing, in which case the transferee
      Holder shall take delivery in the form of a Restricted Note or (ii) a
      Regulation S Certificate, satisfactory to the Company and duly executed by
      the transferor Holder or his attorney duly authorized in writing, in which
      case the transferee Holder shall take delivery in the form of a Regulation
      S Note.

            (ii) Restricted Global Note to Regulation S Global Note. If the
      owner of a beneficial interest in the Restricted Global Note wishes at any
      time to transfer such interest to a Person who wishes to acquire the same
      in the form of a beneficial interest in the Regulation S Global Note of
      the same series, such transfer may be effected only in accordance with the
      provisions of this Section 2.6(a)(ii) and Section 2.6(a)(iv) below and
      subject to the Applicable Procedures. Upon receipt by the Trustee, as
      Security Registrar, of (i) an order given by the Depositary or its
      authorized representative directing that a beneficial interest in the
      Regulation S Global Note in a specified principal amount be credited to a

                                      -15-
<PAGE>
      specified Agent Member's account and that a beneficial interest in the
      Restricted Global Note in an equal amount be debited from another
      specified Agent Member's account and (ii) a Regulation S Certificate,
      satisfactory to the Company and duly executed by the Holder of such
      Restricted Global Note or his attorney duly authorized in writing, then
      the Trustee, as Security Registrar but subject to Section 2.6(a)(iv)
      below, shall reduce the principal amount of such Restricted Global Note
      and increase the principal amount of such Regulation S Global Note by such
      specified principal amount.

            (iii) Regulation S Global Note to Restricted Global Note. If the
      owner of a beneficial interest in the Regulation S Global Note wishes at
      any time to transfer such interest to a Person who wishes to acquire the
      same in the form of a beneficial interest in the Restricted Global Note of
      the same series, such transfer may be effected only in accordance with
      this Section 2.6(a)(iii) and subject to the Applicable Procedures. Upon
      receipt by the Trustee, as Security Registrar, of (i) an order given by
      the Depositary or its authorized representative directing that a
      beneficial interest in the Restricted Global Note in a specified principal
      amount be credited to a specified Agent Member's account and that a
      beneficial interest in the Regulation S Global Note in an equal principal
      amount be debited from another specified Agent Member's account and (ii)
      if such transfer is to occur during the Restricted Period, a Restricted
      Notes Certificate, satisfactory to the Company and duly executed by the
      Holder of such Regulation S Global Note or his attorney duly authorized in
      writing, then the Trustee, as Security Registrar, shall reduce the
      principal amount of such Regulation S Global Note and increase the
      principal amount of such Restricted Global Note by such specified
      principal amount. If transfers under this Section 2.6(a)(iii) occur after
      the Restricted Period, no Restricted Notes Certificate will be required
      and the beneficial interest in the Regulation S Global Note so transferred
      shall be credited to an Agent Member's account in a Global Note that does
      not bear a Securities Act Legend.

            (iv) Regulation S Global Note to be Held Through Euroclear or
      Clearstream during Restricted Period. The Company shall use its best
      efforts to cause the Depositary to ensure that, until the expiration of
      the Restricted Period, beneficial interests in the Regulation S Global
      Note may be held only in or through accounts maintained at the Depositary
      by Euroclear and Clearstream (or by Agent Members acting for the account
      thereof), and no person shall be entitled to effect any transfer or
      exchange that would result in any such interest being held otherwise than
      in or through such an account; provided that this Section 2.6(a)(iv) shall
      not prohibit any transfer or exchange of such an interest in accordance
      with Section 2.6(a)(iii) above.

                                      -16-
<PAGE>
      (b) Securities Act Legends. Rule 144A Notes and their Successor Notes
shall bear the Restricted Notes Legend and Regulation S Notes and their
Successor Notes shall bear the Regulation S Legend, subject to the following:

            (i) subject to the following Clauses of this Section 2.6(b), a Note
      or any portion thereof which is exchanged, upon transfer or otherwise, for
      a Global Note or any portion thereof shall bear the Securities Act Legend
      borne by such Global Note while represented thereby;

            (ii) subject to the following Clauses of this Section 2.6(b), a new
      Note which is not a Global Note and is issued in exchange for another Note
      (including a Global Note) or any portion thereof, upon transfer or
      otherwise, shall bear the Securities Act Legend borne by such other Note,
      provided that, if such new Note is required pursuant to Section 2.6(a) to
      be issued in the form of a Restricted Note, it shall bear the Restricted
      Notes Legend and, if such new Note is so required to be issued in the form
      of a Regulation S Note, it shall bear the Regulation S Legend;

            (iii) at any time when a Note has been transferred in a manner, or a
      sufficient amount of time has elapsed, so that a Note may be transferred
      without registration or limitation under the Securities Act, a new Note
      which does not bear a Securities Act Legend may be issued in exchange for
      or in lieu of a Note which bears such a legend if the Trustee has received
      an Unrestricted Notes Certificate, satisfactory to the Company and duly
      executed by the Holder of such legended Note or his attorney duly
      authorized in writing, and after such date and receipt of such
      certificate, the Trustee shall authenticate and deliver such a new Note in
      the manner provided for in the Existing Indenture.

            (iv) a new Note which does not bear a Securities Act Legend may be
      issued in exchange for or in lieu of a Note (other than a Global Note) or
      any portion thereof which bears such a legend if, in the judgment of the
      Company, placing such a legend upon such new Note is not necessary to
      ensure compliance with the registration requirements of the Securities
      Act, and the Trustee, at the direction of the Company, shall authenticate
      and deliver such a new Note as provided in this Article Two; and

            (v) notwithstanding the foregoing provisions of this Section 2.6(b),
      a Successor Note of a Note that does not bear a particular form of
      Securities Act Legend shall not bear such form of legend unless the
      Company has reasonable cause to believe that such Successor Note is a
      "restricted security" within the meaning of Rule 144, in which case the
      Trustee, at the direction of the Company, shall authenticate and deliver a
      new Note bearing the Restricted Notes Legend in exchange for such
      Successor Note as provided in this Article Two.

                                      -17-
<PAGE>
                                 ARTICLE THREE

                                  MISCELLANEOUS

SECTION 3.1 RELATIONSHIP TO EXISTING INDENTURE

      The First Supplemental Indenture is a supplemental indenture within the
meaning of the Existing Indenture. The Existing Indenture, as supplemented and
amended by this First Supplemental Indenture, is in all respects ratified,
confirmed and approved and, with respect to the Notes, the Existing Indenture,
as supplemented and amended by this First Supplemental Indenture, shall be read,
taken and construed as one and the same instrument.

SECTION 3.2 MODIFICATION OF THE EXISTING INDENTURE

      Except as expressly modified by this First Supplemental Indenture, the
provisions of the Existing Indenture shall govern the terms and conditions of
the Notes.

SECTION 3.3 GOVERNING LAW

      This instrument shall be governed by and construed in accordance with the
laws of the State of New York.

SECTION 3.4 COUNTERPARTS

      This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

SECTION 3.5 TRUSTEE MAKES NO REPRESENTATION

      The recitals contained herein are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
First Supplemental Indenture.

                                      -18-
<PAGE>
      In Witness Whereof, the parties hereto have caused this First Supplemental
Indenture to be duly executed all as of the day and year first above written.

                                    AMERICAN INTERNATIONAL GROUP, INC.


                                    By            /s/  HOWARD I. SMITH
                                             -----------------------------
                                       Name:     Howard I. Smith
                                       Title:    Chief Financial Officer

[SEAL]


Attest:


  KATHLEEN E. SHANNON
------------------------------------


                                    THE BANK OF NEW YORK,
                                    as Trustee

                                    By         /s/ JULIE SALOVITCH-MILLER
                                            -------------------------------
                                       Name:  Julie Salovitch-Miller
                                       Title: Vice President
<PAGE>
                                                   ANNEX A -- Form of Restricted
                                                               Notes Certificate

                          RESTRICTED NOTES CERTIFICATE

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286
Attn:  Corporate Trust Administration

      Re:   [2.875% Notes Due 2008][4.250% Notes Due 2013] of American
            International Group, Inc. (the "Notes")

      Reference is made to the Indenture, dated as of July 15, 1989, between
American International Group, Inc. (the "Company") and The Bank of New York, as
Trustee, as supplemented (the "Indenture"). Terms used herein and defined in the
Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), are used herein as so defined.

      This certificate relates to U.S. $_____________ principal amount of Notes,
which are evidenced by the following certificate(s) (the "Specified
Securities"):

       CUSIP No(s).

       CERTIFICATE No(s). _____________________

      The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that (i) it is the sole beneficial owner of the
Specified Securities, (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so or (iii) it
is the Holder of a Global Note and has received a certification to the effect
set forth below. Such beneficial owner or owners are referred to herein
collectively as the "Owner". If the Specified Securities are represented by a
Global Note, they are held through the Depositary or an Agent Member in the name
of the Undersigned, as or on behalf of the Owner. If the Specified Securities
are not represented by a Global Note, they are registered in the name of the
Undersigned, as or on behalf of the Owner.

      The Owner has requested that the Specified Securities be transferred to a
person (the "Transferee") who will take delivery in the form of a Restricted
Note. In connection with such transfer, the Owner hereby certifies that, unless
such transfer is being effected pursuant to an effective registration statement
under the Securities Act, it is being effected in accordance with Rule 144A or
Rule 144 under the Securities Act and all applicable securities laws of the
states of the United States and other jurisdictions. Accordingly, the Owner
hereby further certifies as follows:

                                       A-1
<PAGE>
            (1) Rule 144A Transfers. If the transfer is being effected in
      accordance with Rule 144A:

                  (A) the Specified Securities are being transferred to a person
            that the Owner and any person acting on its behalf reasonably
            believe is a "qualified institutional buyer" within the meaning of
            Rule 144A, acquiring for its own account or for the account of a
            qualified institutional buyer; and

                  (B) the Owner and any person acting on its behalf have taken
            reasonable steps to ensure that the Transferee is aware that the
            Owner may be relying on Rule 144A in connection with the transfer;
            and

            (2) Rule 144 Transfers. If the transfer is being effected pursuant
      to Rule 144:

            the transfer is occurring after a holding period of at least one
            year (computed in accordance with paragraph (d) of Rule 144) has
            elapsed since the Specified Securities were last acquired from the
            Company or from an affiliate of the Company, whichever is later, and
            is being effected in accordance with the applicable amount, manner
            of sale and notice requirements of Rule 144.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

Dated:

                                          _____________________________________
                                          (Print the name of the Undersigned,
                                          as such term is defined in the
                                          third paragraph of this certificate.)

                                          By:__________________________________
                                                Name:
                                                Title:

                                          (If the Undersigned is a corporation,
                                          partnership or fiduciary, the title
                                          of the person signing on behalf of the
                                          Undersigned must be stated.)

                                      A-2
<PAGE>
                                                              ANNEX B -- Form of
                                                        Regulation S Certificate


                            REGULATION S CERTIFICATE

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286
Attn:  Corporate Trust Administration

      Re:   [2.875% Notes Due 2008][4.250% Notes Due 2013] of American
            International Group, Inc. (the "Notes")

      Reference is made to the Indenture, dated as of July 15, 1989, between
American International Group, Inc. (the "Company") and The Bank of New York, as
Trustee, as supplemented (the "Indenture"). Terms used herein and defined in the
Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), are used herein as so defined.

      This certificate relates to U.S. $_____________ principal amount of Notes,
which are evidenced by the following certificate(s) (the "Specified
Securities"):

      CUSIP No(s).

      CERTIFICATE No(s). _____________________

      The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that (i) it is the sole beneficial owner of the
Specified Securities, (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so or (iii) it
is the Holder of a Global Note and has received a certification to the effect
set forth below. Such beneficial owner or owners are referred to herein
collectively as the "Owner". If the Specified Securities are represented by a
Global Note, they are held through the Depositary or an Agent Member in the name
of the Undersigned, as or on behalf of the Owner. If the Specified Securities
are not represented by a Global Note, they are registered in the name of the
Undersigned, as or on behalf of the Owner.

      The Owner has requested that the Specified Securities be transferred to a
person (the "Transferee") who will take delivery in the form of a Regulation S
Note. In connection with such transfer, the Owner hereby certifies or has
certified that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 of Regulation S or Rule 144 under the Securities Act
and all applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies or has certified
as follows:

                                      B-1
<PAGE>
            (1) Rule 904 Transfers. If the transfer is being effected in
      accordance with Rule 904 of Regulation S:

                  (A) the Owner is not a Distributor of the Notes, an affiliate
            of the Company or any such Distributor or a person acting on behalf
            of any of the foregoing;

                  (B) the offer of the Specified Securities was not made to a
            person in the United States or for the account or benefit of a U.S.
            Person;

                  (C) either:

                        (i) at the time the buy order was originated, the
                  Transferee was outside the United States or the Owner and any
                  person acting on its behalf reasonably believed that the
                  Transferee was outside the United States, or

                        (ii) the transaction is being executed in, on or through
                  the facilities of the Eurobond market, as regulated by the
                  International Securities Market Association or another
                  designated offshore securities market and neither the Owner
                  nor any person acting on its behalf knows that the transaction
                  has been prearranged with a buyer in the United States;

                  (D) no directed selling efforts have been made in the United
            States by or on behalf of the Owner or any affiliate thereof;

                  (E) if the Owner is a dealer in securities or has received a
            selling concession, fee or other remuneration in respect of the
            Specified Securities, and the transfer is to occur during the
            Restricted Period, then the requirements of Rule 904(b)(1) have been
            satisfied; and

                  (F) the transaction is not part of a plan or scheme to evade
            the registration requirements of the Securities Act.

            (2) Rule 144 Transfers. If the transfer is being effected pursuant
      to Rule 144:

            the transfer is occurring after a holding period of at least one
            year (computed in accordance with paragraph (d) of Rule 144) has
            elapsed since the Specified Securities were last acquired from the
            Company or from an affiliate of the Company, whichever is later, and
            is being effected in accordance with the applicable amount, manner
            of sale and notice requirements of Rule 144.

                                      B-2
<PAGE>
      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

Dated:
                                          _____________________________________
                                          (Print the name of the Undersigned,
                                          as such term is defined in the
                                          third paragraph of this certificate.)

                                          By:__________________________________
                                             Name:
                                             Title:

                                          (If the Undersigned is a corporation,
                                          partnership or fiduciary, the title
                                          of the person signing on behalf of the
                                          Undersigned must be stated.)

                                      B-3
<PAGE>
                                                 ANNEX C -- Form of Unrestricted
                                                               Notes Certificate

                         UNRESTRICTED NOTES CERTIFICATE

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286
Attn:  Corporate Trust Administration

      Re:   [2.875% Notes Due 2008][4.250% Notes Due 2013] of American
            International Group, Inc. (the "Notes")

      Reference is made to the Indenture, dated as of July 15, 1989, between
American International Group, Inc. (the "Company") and The Bank of New York, as
Trustee, as supplemented (the "Indenture"). Terms used herein and defined in the
Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), are used herein as so defined.

      This certificate relates to U.S. $_____________ principal amount of Notes,
which are evidenced by the following certificate(s) (the "Specified
Securities"):

                        CUSIP No(s). ___________________________

                        CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depository or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

      The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Securities Act Legend pursuant to Section 2.6 of the First
Supplemental Indenture. In connection with such exchange, the Owner hereby
certifies that the exchange is occurring after a holding period of at least two
years (computed in accordance with paragraph (d) of Rule 144) has elapsed since
the Specified Securities were last acquired from the Company or from an
affiliate of the Company, whichever is

                                      C-1
<PAGE>
later, and the Owner is not, and during the preceding three months has not been,
an affiliate of the Company.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

Dated:
                                       ---------------------------------------
                                       (Print the name of the Undersigned, as
                                       such term is defined in the
                                       third paragraph of this certificate.)

                                       By:____________________________________
                                          Name:
                                          Title:

                                       (If the Undersigned is a corporation,
                                       partnership or fiduciary, the title of
                                       the person signing on behalf of the
                                       Undersigned)

                                      C-2