<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1995
 
                                            REGISTRATION STATEMENT NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549
                               ------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                               ------------------
 
                       AMERICAN INTERNATIONAL GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                    Delaware
                        (STATE OR OTHER JURISDICTION OF
                         INCORPORATION OR ORGANIZATION)
                                   13-2592361
                                (I.R.S. EMPLOYER
                              IDENTIFICATION NO.)
 
                    70 PINE STREET, NEW YORK, NEW YORK 10270
                                 (212) 770-7000
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                              KATHLEEN E. SHANNON
                       AMERICAN INTERNATIONAL GROUP, INC.
                    70 Pine Street, New York, New York 10270
                                 (212) 770-7000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                               ------------------
 
    Approximate date of commencement of proposed sale to the public: from time
to time after the Registration Statement becomes effective as determined in
light of market conditions.
                               ------------------
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
 
                        CALCULATION OF REGISTRATION FEE
 

<TABLE>
<S>                              <C>                <C>             <C>             <C>
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                                                        PROPOSED        PROPOSED
                                                        MAXIMUM         MAXIMUM
                                       AMOUNT           OFFERING       AGGREGATE       AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES        TO BE           PRICE          OFFERING      REGISTRATION
        TO BE REGISTERED             REGISTERED        PER UNIT*         PRICE*           FEE
- ----------------------------------------------------------------------------------------------------
Debt Securities..................   $500,000,000**        100%        $500,000,000      $172,414
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</TABLE>

 
 * Estimated solely for the purposes of calculating the registration fee and
   excluding any accrued interest.
** Or, in the case of debt securities issued at an original issue discount, such
   greater principal amount as shall result in an aggregate public offering
   price of the amount set forth above or, in the case of debt securities
   denominated in a currency other than U.S. dollars or a composite currency,
   such U.S. dollar amount as shall result from converting the aggregate public
   offering price of such debt securities into U.S. dollars at the spot exchange
   rate in effect on the date such debt securities are initially offered to the
   public.
 
    Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included within this Registration Statement is a combined prospectus and
together with the supplement to such prospectus will also be used in connection
with $247,000,000 of debt securities registered under Registration Statement No.
33-41643. This Registration Statement also constitutes Post-Effective Amendment
No. 1 to Registration Statement No. 33-41643. Such Post-Effective Amendment
shall become effective concurrently with the effectiveness of this Registration
Statement in accordance with Section 8(c) of the Securities Act of 1933. This
Registration Statement and the registration statement amended hereby are
collectively referred to herein as the "Registration Statement".
                               ------------------
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>   2
 
     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
     REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
     MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
     BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
     THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
     SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
     UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
     OF ANY SUCH STATE.
 
                   SUBJECT TO COMPLETION, DATED JUNE 30, 1995
                       AMERICAN INTERNATIONAL GROUP, INC.
 
                                DEBT SECURITIES
 
                               ------------------
 
    American International Group, Inc. ("AIG") from time to time may offer its
unsecured debentures, notes or other evidences of indebtedness (the "Debt
Securities") for sale in one or more series, at an aggregate initial offering
price not to exceed $747,000,000, or, if applicable, the equivalent thereof in
any other currency or currencies or composite currency units, on terms to be
determined at the time of sale. The specific designation, aggregate principal
amount (including whether determined by reference to an index), authorized
denominations, maturity, rate or rates (which may be fixed or variable),
currency (which may be a composite currency such as the European Currency Unit)
and time of payment of any interest, purchase price and any terms for mandatory
or optional redemption (including any sinking fund) of any Debt Securities, and
any other specific terms of the Debt Securities in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement (the "Prospectus Supplement"), together with the terms of the
offering of such Debt Securities. In addition, all or a portion of the Debt
Securities may be issued in the form of one or more permanent global
certificates.
 
    The Debt Securities may be sold to or through agents, underwriters or
dealers for public offering or directly to other purchasers pursuant to the
terms of offering fixed at the time of sale. The names of any such underwriters,
dealers or agents involved in the sale of the Debt Securities in respect of
which this Prospectus and the Prospectus Supplement is being delivered and the
applicable underwriter's discount, dealer's purchase price or agent's commission
are set forth in the Prospectus Supplement. See "Plan of Distribution". Any
underwriters, dealers or agents participating in the offering may be deemed
"underwriters" within the meaning of the Securities Act of 1933.
 
    This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.
 
                               ------------------
 
 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
      EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
             PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                              CRIMINAL OFFENSE.
 
                               ------------------
 
               THE DATE OF THIS PROSPECTUS IS            , 1995.

<PAGE>   3
 
                             AVAILABLE INFORMATION
 
    AIG is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities made
available by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, as well as at the following Regional Offices: 7 World Trade Center,
13th Floor, New York, New York 10048; and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates and can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, on which AIG's Common Stock
is listed. This Prospectus does not contain all of the information set forth in
the Registration Statement, of which this Prospectus is a part, and exhibits
thereto which AIG has filed with the Commission under the Securities Act of 1933
(the "1933 Act"), to which reference is hereby made.
 
                    INCORPORATION OF DOCUMENTS BY REFERENCE
 
    The following documents have been filed by AIG with the Commission (File No.
1-8787) and are incorporated herein by reference:
 
        (1) AIG's Annual Report on Form 10-K for the year ended December 31,
            1994;
 
        (2) AIG's Current Report on Form 8-K dated February 23, 1995; and
 
        (3) AIG's Quarterly Report on Form 10-Q for the quarter ended March 31,
            1995.
 
    All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934 Act after the date of this Prospectus and prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents.
 
    Any statement contained herein or in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
 
    AIG will provide without charge to each person to whom this Prospectus is
delivered, upon the written or oral request of any such person, a copy of any or
all documents (excluding certain exhibits thereto unless specifically
incorporated by reference into such documents) referred to above which have been
or may be incorporated herein by reference and not furnished herewith. Requests
for such documents should be directed to AIG's Director of Investor Relations,
70 Pine Street, New York, New York 10270, telephone (212) 770-7575.

                              ------------------
 
                REQUIRED DISCLOSURE FOR NORTH CAROLINA RESIDENTS
 
    The Commissioner of Insurance of the State of North Carolina has not
approved or disapproved this offering nor has the Commissioner passed upon the
accuracy or adequacy of this Prospectus.

                               ------------------
 
    Unless otherwise indicated, currency amounts in this Prospectus and in any
Prospectus Supplement are stated in United States dollars ("$", "dollars", "U.S.
dollars", or "U.S. $").
 
                                        2

<PAGE>   4
 
                       AMERICAN INTERNATIONAL GROUP, INC.
 
    American International Group, Inc., a Delaware corporation, is a holding
company which through its subsidiaries is primarily engaged in a broad range of
insurance and insurance-related activities in the United States and abroad.
AIG's primary activities include both general and life insurance operations.
Other significant activities are financial services and agency and service fee
operations. The principal executive offices of AIG are located at 70 Pine
Street, New York, New York 10270, telephone (212) 770-7000.
 
GENERAL INSURANCE OPERATIONS
 
    AIG's general insurance subsidiaries are multiple line companies writing
substantially all lines of property and casualty insurance. One or more of these
companies is licensed to write substantially all of these lines in all states of
the United States and in more than 100 foreign countries.
 
    AIG's business derived from brokers in the United States and Canada is
conducted through its domestic brokerage division, consisting of American Home
Assurance Company, National Union Fire Insurance Company of Pittsburgh, PA,
Lexington Insurance Company ("Lexington") and certain other insurance company
subsidiaries of AIG. This division accepts business mainly from insurance
brokers, enabling selection of specialized markets and retention of underwriting
control. Any licensed broker is able to submit business to these companies
without the traditional agent-company contractual relationship, but such broker
usually has no authority to commit the companies to accept a risk.
 
    In addition to writing substantially all classes of business insurance,
including large commercial or industrial property insurance, excess liability,
inland marine, workers' compensation and excess and umbrella coverages, the
domestic brokerage division offers many specialized forms of insurance such as
directors' and officers' liability, difference-in-conditions, kidnap-ransom,
export credit and political risk and various types of professional errors and
omissions coverages. The companies also engage in mass marketing of personal and
other coverages. Lexington writes surplus lines -- those coverages for which
conventional insurance companies do not readily provide insurance coverage,
either because of complexity or because the coverage does not lend itself to
conventional contracts.
 
    The business of United Guaranty Corporation ("UGC") and its subsidiaries is
also included in the domestic operations of AIG. The principal business of the
UGC subsidiaries is the writing of residential mortgage loan insurance, which is
guaranty insurance on conventional first mortgage loans on single-family
dwellings and condominiums. Such insurance protects lenders against loss if
borrowers default. UGC subsidiaries also write commercial mortgage loan
insurance covering first mortgage loans on commercial real estate, home equity
and property improvement loan insurance on loans to finance residential property
improvements, alterations, repairs and for other purposes not necessarily
related to real estate, and rent guaranty insurance on commercial and industrial
real estate.
 
    AIG's foreign general insurance business is comprised primarily of risks
underwritten through American International Underwriters, a marketing unit
consisting of wholly owned agencies and insurance companies. It also includes
business written by foreign-based insurance subsidiaries of American
International Underwriters Overseas, Ltd. ("AIUO") for their own accounts. In
general, the same types of policies and marketing methods, with certain
refinements for local laws, customs and needs, are used in these foreign
operations as have been described above in connection with the domestic
operations.
 
    AIG's general insurance company subsidiaries worldwide operate primarily by
underwriting and accepting any size risk for their direct account and securing
reinsurance on that portion of the risk in excess of that which they wish to
retain. This operating policy differs from that of many insurance companies
which will underwrite only up to their net retention limit, thereby requiring
the broker or agent to secure commitments from other underwriters for the
remainder of the gross risk amount. AIG maintains reinsurance relationships with
a large number of reinsurers in the United States and abroad.
 
                                        3

<PAGE>   5
 
    Statutory combined loss and expense ratios (after dividends to
policyholders) of AIG's consolidated general insurance operations from 1990
through 1994 were as follows:
 

<TABLE>
<CAPTION>
                                                         1994     1993     1992     1991     1990
                                                         -----    -----    -----    -----    -----
<S>                                                      <C>      <C>      <C>      <C>      <C>
AIG Combined Loss and Expense Ratio...................    98.7    100.1    102.4    100.4     99.6
Industry Combined Loss and Expense Ratio*.............   109.7    107.9    119.1    109.5    109.4
</TABLE>

 
- ------------
 * Source:  Best's Aggregates & Averages (Stock insurance companies, after
dividends to policyholders).
 
LIFE INSURANCE OPERATIONS
 
    AIG's life insurance subsidiaries offer a wide range of traditional
insurance and financial and investment products. One or more of these companies
is licensed to write life insurance in all states in the United States and in
over 70 foreign countries.
 
    In the United States, AIG has four domestic life subsidiaries: American
International Life Assurance Company of New York, AIG Life Insurance Company,
Delaware American Life Insurance Company, and Pacific Union Assurance Company.
These companies utilize multiple distribution channels including brokerage and
career and general agents to offer primarily financial and investment products
and specialty forms of accident and health coverage for individuals and groups,
including employee benefit plans.
 
    AIG operates overseas through four main subsidiary companies, American Life
Insurance Company ("ALICO"), American International Assurance Company, Limited
("AIA"), Nan Shan Life Insurance Company Ltd. ("Nan Shan") and The Philippine
American Life Insurance Company ("Philam"). AIA operates primarily in Hong Kong,
Singapore, Malaysia and Thailand. Nan Shan operates primarily in Taiwan and
Philam in the Philippines. Although ALICO is incorporated in Delaware, all of
its business is written outside of the United States. ALICO has operations
either directly or through subsidiaries in approximately 50 countries located in
Europe, Africa, Latin America, the Middle East, and the Far East, with Japan
being the largest territory. The foreign life companies have approximately
100,000 career agents and sell their products largely to indigenous persons in
local currencies. In addition to the agency outlets, these companies also
distribute their products through direct marketing channels, such as mass
marketing, and through brokers and other distribution outlets such as financial
institutions.
 
    Traditional life insurance products such as whole life and endowment
continue to be significant in the overseas companies, especially in Southeast
Asia, while a mixture of traditional, accident and health and financial products
are sold in Japan.
 
    In addition to the above, AIG also has subsidiary operations in Switzerland
(Ticino Societa d'Assicurazioni Sulla Vita) and Puerto Rico (American
International Life Insurance Company of Puerto Rico), and conducts life
insurance business through AIUO subsidiary companies in certain countries in
Central and South America.
 
AGENCY AND SERVICE FEE OPERATIONS
 
    AIG's agency and service fee operations contribute to AIG earnings through
fees as agents and managers, the premiums they generate for AIG's insurance
companies and the revenues they produce from technical and support service
activities.
 
    Several AIG companies act as managing general agents for both AIG
subsidiaries and non-affiliated insurance companies, accepting liability on
risks and actively managing the business produced. These general agencies deal
directly with the producing agents and brokers, exercise full underwriting
control, issue policies, collect premiums, arrange reinsurance, perform
accounting, actuarial and safety and loss control services, adjust and pay
losses and claims, and settle net balances with the represented companies. In
some cases, they also maintain their own and the represented companies'
authority to do business in the jurisdictions in which they operate.
 
                                        4

<PAGE>   6
 
FINANCIAL SERVICES OPERATIONS
 
    AIG operations which contribute to financial services income include,
primarily, A.I. Credit Corp. ("AICCO"), AIG Financial Products Corp. and its
subsidiary companies ("AIGFP"), AIG Trading Group Inc. ("AIG Trading"),
International Lease Finance Corporation ("ILFC") and Ueberseebank, A.G. AICCO's
business is principally in premium financing. AIGFP engages in financial
transactions, including long-dated interest rate and currency swaps, and
structures borrowings through guaranteed investment agreements. AIG Trading
engages in various commodities trading, foreign exchange trading and market
making activities. ILFC is primarily engaged in the acquisition of new and used
commercial jet aircraft and the leasing and remarketing of such aircraft to
airlines around the world. Ueberseebank A.G. operates as a Swiss bank. Other
financial services operations are AIG Global Investors, Inc. and AIG Investment
Corporation and their subsidiaries, which manage the investment portfolios of
various AIG subsidiaries.
 
                                USE OF PROCEEDS
 
    Unless otherwise indicated in the Prospectus Supplement, AIG intends to add
the net proceeds from the sale of the Debt Securities to its general funds to be
used by AIG and its subsidiaries for general corporate purposes including
possible investments in, or extensions of credit to, subsidiaries.
 
                       RATIO OF EARNINGS TO FIXED CHARGES
 
    The following table sets forth the historical ratios of earnings to fixed
charges of AIG and its consolidated subsidiaries for the periods indicated:
 

<TABLE>
<CAPTION>
THREE MONTHS ENDED
  MARCH 31, 1995             YEARS ENDED DECEMBER 31
- ------------------- -----------------------------------------
<S>                 <C>      <C>      <C>       <C>      <C>
                    1994     1993      1992     1991     1990
                    ----     ----     -----     ----     ----
        3.04        3.03     3.08      2.67     3.00     3.63
</TABLE>

 
Earnings represent income from operations before income taxes plus fixed charges
and dividends received from less than fifty percent owned persons, and exclude
capitalized interest and the equity income of less than fifty percent owned
persons. Fixed charges include interest, whether expensed or capitalized, and
the proportion of rental expense deemed representative of the interest factor.
 
    The ratios shown are significantly affected as a result of the inclusion of
the fixed charges and operating results of AIGFP. AIGFP structures borrowings
through guaranteed investment agreements and engages in other complex financial
transactions, including interest rate and currency swaps. In the course of its
business, AIGFP enters into borrowings that are primarily used to purchase
assets that yield rates greater than the rates on the borrowings with the intent
of earning a profit on the spread and to finance the acquisition of securities
utilized to hedge certain transactions. The pro forma ratios of earnings to
fixed charges, excluding the effects of the operating results of AIGFP, are 4.58
for the first quarter of 1995 and 5.23, 5.66, 5.15, 5.40 and 7.27 for 1994,
1993, 1992, 1991 and 1990, respectively. As AIGFP will continue to be a
subsidiary, AIG expects that AIG's ratios of earnings to fixed charges will
continue to be lower than they would be if the fixed charges and operating
results of AIGFP were not included therein.
 
                         DESCRIPTION OF DEBT SECURITIES
 
    The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement and
the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Debt Securities.
 
    The Debt Securities are to be issued under an indenture dated as of July 15,
1989, as from time to time supplemented (the "Indenture"), from AIG to The Bank
of New York, as Trustee (the "Trustee"), a copy of which is filed as an exhibit
to the Registration Statement, of which this Prospectus is a part. The following
summaries of certain provisions of the Indenture do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all the
provisions of the Indenture, including the definitions therein of certain terms.
Wherever particular provisions or defined terms of the Indenture are referred to
herein or in a Prospectus Supplement, such provisions or defined terms are
incorporated herein or therein by reference.
 
                                        5

<PAGE>   7
 
GENERAL
 
    The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provides that Debt Securities may
be issued thereunder from time to time in one or more series. The Debt
Securities will be unsecured obligations of AIG and will rank pari passu with
all other unsecured and unsubordinated indebtedness of AIG.
 
    Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby (the "Offered Debt Securities") for a
description of the following terms thereof: (1) the title of such Offered Debt
Securities; (2) any limit on the aggregate principal amount of such Offered Debt
Securities; (3) whether any of the Offered Debt Securities are to be issuable in
the form of one or more permanent global certificates; (4) the date or dates on
which such Offered Debt Securities will mature; (5) the rate or rates (or the
formula pursuant to which such rate or rates shall be determined) per annum at
which such Offered Debt Securities will bear interest, if any, and the date or
dates from which any such interest will accrue; (6) the dates on which such
interest will be payable and the Regular Record Dates for such Interest Payment
Dates; (7) any mandatory or optional sinking fund or purchase fund or analogous
provisions; (8) if applicable, the date after which and the price at which such
Offered Debt Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed at the option of AIG or of the Holder thereof and the
other detailed terms and provisions of such optional or mandatory redemption;
(9) if other than U.S. dollars, the currency or currencies of payment of
principal and interest and any premium on the Offered Debt Securities of such
series (which may be a composite currency such as the European Currency Unit and
which may be different for principal, premium, if any, and interest); (10) the
Person to whom any interest on an Offered Debt Security of such series will be
payable, if other than the Person in whose name that Offered Debt Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest; (11) the denominations in which such
Offered Debt Securities will be issuable, if other than denominations of $1,000
and any integral multiple thereof; (12) if the principal of, premium, if any, or
interest, on such Offered Debt Securities are to be payable, at the election of
AIG or a Holder thereof, in a currency or currencies other than that in which
such Offered Debt Securities are stated to be payable, the currency or
currencies in which such payment may be made, and the period or periods within
which, and the terms and conditions upon which, such election may be made; (13)
the portion of the principal amount of such Offered Debt Securities which will
be payable upon declaration of acceleration of the Maturity thereof, if other
than the principal amount thereof; (14) whether the provisions of the Indenture
described under "Defeasance and Covenant Defeasance" will be applicable to such
Offered Debt Securities; (15) any additional restrictive covenants included for
the benefit of such Offered Debt Securities; (16) any additional Events of
Default provided with respect to such Offered Debt Securities; (17) any index
used to determine the amount of payments of principal of, premium, if any, or
interest on the Offered Debt Securities of the series; (18) the place or places
where the principal of, premium, if any, and interest on the Offered Debt
Securities will be payable; (19) the period or periods within which, the price
or prices at which and the terms and conditions upon which the Offered Debt
Securities may be redeemed, in whole or in part, at the option of the Company;
and (20) any additional provisions or other special terms (including covenants
to be applicable to the Offered Debt Securities) not inconsistent with the
provisions of the Indenture, including any terms which may be required by or
advisable under United States laws or regulations or advisable in connection
with the marketing of the Offered Debt Securities of such series. (Section 301)
 
    Unless otherwise indicated in the Prospectus Supplement relating thereto,
principal of, premium, if any, and interest, if any, on the Offered Debt
Securities will be payable, and the Offered Debt Securities will be exchangeable
and transfers thereof will be registrable, at the Corporate Trust Office of the
Trustee at 101 Barclay Street, Floor 21W, New York, New York 10286 (the
"Principal Trust Office"), provided that, at the option of AIG, payment of
interest may be made by check mailed to the address of the Person entitled
thereto as it appears in the Security Register. (Sections 202, 305 and 1002)
 
    Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities will be issued only in fully registered form without
coupons in denominations of $1,000 or any integral
 
                                        6

<PAGE>   8
 
multiple thereof. (Section 302) No service charge will be made for any transfer
or exchange of such Offered Debt Securities, but AIG may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith. (Section 305) The Indenture also provides that the Debt
Securities of any series may be issued in the form of one or more permanent
global certificates. See "Permanent Global Securities".
 
    Debt Securities may be issued under the Indenture as Original Issue Discount
Securities to be offered and sold at a substantial discount from the principal
amount thereof. If the Offered Debt Securities are Original Issue Discount
Securities, special federal income tax, accounting and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto. "Original Issue Discount Security" means any security which provides
for an amount less than the principal amount thereof to be due and payable upon
the declaration of acceleration of the Maturity thereof upon the occurrence of
an Event of Default and the continuation thereof. (Section 101)
 
    If the Offered Debt Securities are denominated in whole or in part in any
currency other than U.S. Dollars, or if any index is used to determine the
amount of payments of principal of, premium, if any, or interest on any series
of the Offered Debt Securities, special federal income tax, accounting and other
considerations applicable thereto will be described in the Prospectus Supplement
relating thereto.
 
PERMANENT GLOBAL SECURITIES
 
    If any Debt Securities of a series are issuable in the form of one or more
permanent global certificates, the Prospectus Supplement relating thereto will
describe the circumstances, if any, under which beneficial owners of interests
in any such permanent global Debt Security may exchange such interests for Debt
Securities of such series and like tenor of any authorized form and
denomination. Principal of and any premium and interest on a permanent global
Debt Security will be payable in the manner described in the Prospectus
Supplement relating thereto. (Section 204)
 
LIMITATION ON LIENS ON VOTING STOCK OF DESIGNATED SUBSIDIARIES
 
    Except as otherwise specified in the Prospectus Supplement applicable
thereto with respect to the Offered Debt Securities of any series, AIG will not,
and will not permit any Designated Subsidiary to, directly or indirectly,
create, issue, assume, incur or guarantee any indebtedness for money borrowed
which is secured by a mortgage, pledge, lien, security interest or other
encumbrance of any nature on any of the present or future Voting Stock of a
Designated Subsidiary unless the Debt Securities and, if AIG so elects, any
other indebtedness of AIG ranking at least pari passu with the Debt Securities,
shall be secured equally and ratably with (or prior to) such other secured
indebtedness for money borrowed so long as it is outstanding. The Indenture does
not prevent the sale or other disposition of a Designated Subsidiary. (Section
1006)
 
    For purposes of the Indenture, Designated Subsidiary means American Home
Assurance Company, National Union Fire Insurance Company of Pittsburgh, PA, and
any Subsidiary the assets of which, determined as of the last day of the most
recent calendar quarter ended at least 30 days prior to the date of such
determination and in accordance with generally accepted accounting principles as
in effect on the last day of such calendar quarter, exceed 20% of the
Consolidated Assets of AIG. As of March 31, 1995, there were no Subsidiaries of
AIG with assets, determined in accordance with generally accepted accounting
principles as in effect on that date, in excess of 20% of the Consolidated
Assets of AIG. For purposes of the Indenture, Subsidiary means a corporation,
partnership or trust more than 50% of the outstanding Voting Stock of which is
owned, directly or indirectly, by AIG or by one or more other Subsidiaries, or
by AIG and one or more other Subsidiaries; and Consolidated Assets of AIG means
the assets of AIG and its consolidated subsidiaries, to be determined as of the
last day of the most recent calendar quarter ended at least 30 days prior to the
date of such determination and in accordance with generally accepted accounting
principles as in effect on the last day of such calendar quarter. (Section 101)
 
                                        7

<PAGE>   9
 
DEFEASANCE AND COVENANT DEFEASANCE
 
    The Indenture provides, if such provision is made applicable to the Debt
Securities of any series pursuant to Section 301 of the Indenture (which will be
indicated in the Prospectus Supplement applicable thereto), that AIG may elect
either (A) to defease and be discharged from any and all obligations with
respect to such Debt Securities then outstanding (except for the obligations to
register the transfer or exchange of such Debt Securities, to replace temporary
or mutilated, destroyed, lost or stolen Debt Securities, to maintain an office
or agency in respect of the Debt Securities and to hold moneys for payment in
trust) ("defeasance") or (B) to be released from its obligations with respect to
such Debt Securities then outstanding under Section 1006 (and any other sections
applicable to such Debt Securities that are determined pursuant to Section 301
to be subject to covenant defeasance), and the occurrence of an event of default
specified in Section 501(4) (insofar as it is with respect to Section 1006 or
any other section applicable to such Debt Securities that are determined
pursuant to Section 301 to be subject to covenant defeasance) or Section 501(5)
of the Indenture (Section 1006 containing the restrictions described under
"Limitation on Liens on Voting Stock of Designated Subsidiaries", and Sections
501(4) and 501(5) containing the provisions described under "Events of Default"
relating to covenant defaults and cross-defaults, respectively) ("covenant
defeasance"), upon the deposit with the Trustee (or other qualifying trustee),
in trust for such purpose, of money, and/or U.S. Government Obligations which
through the payment of principal and interest in accordance with their terms
will provide money, in an amount sufficient, without reinvestment, to pay the
principal of (and premium, if any) and interest on such Debt Securities to
maturity or redemption, as the case may be, and any mandatory sinking fund or
analogous payments thereon. As a condition to defeasance or covenant defeasance,
AIG must deliver to the Trustee an Opinion of Counsel (as specified in the
Indenture) to the effect that the Holders of such Debt Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of
such defeasance or covenant defeasance and will be subject to Federal income tax
on the same amounts, in the same manner and at the same times as would have been
the case if such defeasance or covenant defeasance had not occurred. Such
opinion, in the case of defeasance under clause (A) above, must refer to and be
based upon a ruling of the Internal Revenue Service or a change in applicable
Federal income tax law occurring after the date of the Indenture.
 
    Under current Federal income tax law, defeasance would likely be treated as
a taxable exchange of such Debt Securities for interests in the defeasance
trust. As a consequence a Holder would recognize gain or loss equal to the
difference between the Holder's cost or other tax basis for such Debt Securities
and the value of the Holder's proportionate interest in the defeasance trust,
and thereafter would be required to include in income a proportionate share of
the income, gain and loss of the defeasance trust. Under current Federal income
tax law, covenant defeasance would ordinarily not be treated as a taxable
exchange of such Debt Securities. Purchasers of such Debt Securities should
consult their own advisors with respect to the more detailed tax consequences to
them of such defeasance and covenant defeasance, including the applicability and
effect of tax laws other than the Federal income tax law.
 
    AIG may exercise its defeasance option with respect to such Debt Securities
notwithstanding its prior exercise of its covenant defeasance option. If AIG
exercises its defeasance option, payment of such Debt Securities may not be
accelerated because of an Event of Default. If AIG exercises its covenant
defeasance option, payment of such Debt Securities may not be accelerated by
reference to the covenants noted under clause (B) above. However, if such an
acceleration were to occur, the realizable value at the acceleration date of the
money and U.S. Government Obligations in the defeasance trust could be less than
the principal and interest then due on such Debt Securities, in that the
required deposit in the defeasance trust is based upon scheduled cash flows
rather than market value, which will vary depending upon interest rates and
other factors.
 
    The Prospectus Supplement may further describe the provisions, if any,
applicable to defeasance or covenant defeasance with respect to the Debt
Securities of a particular series. (Article Thirteen)
 
                                        8

<PAGE>   10
 
EVENTS OF DEFAULT
 
    The following are Events of Default under the Indenture with respect to Debt
Securities of any series: (a) failure to pay principal of or premium, if any, on
any Debt Security of that series when due; (b) failure to pay any interest on
any Debt Security of that series when due, continued for 30 days; (c) failure to
deposit any sinking fund payment, when due, in respect of any Debt Security of
that series; (d) failure to perform any other covenant of AIG in the Indenture
or any Debt Security of that series (other than a covenant included in the
Indenture solely for the benefit of series of Debt Securities other than that
series), continued for 60 days after written notice as provided in the
Indenture; (e) acceleration of Debt Securities of any other series issued under
the Indenture if such acceleration is not rescinded or annulled or if the
indebtedness evidenced by such Debt Securities is not discharged, within 30 days
after written notice as provided in the Indenture; (f) certain events in
bankruptcy, insolvency or reorganization; and (g) any other Event of Default
provided with respect to Debt Securities of that series. (Section 501) If an
Event of Default with respect to Debt Securities of any series at the time
outstanding shall occur and be continuing, either the Trustee or the Holders of
at least 25% in principal amount of the Outstanding Debt Securities of that
series may declare the principal amount (or, if the Debt Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all Debt Securities
of that series to be due and payable immediately. However, at any time after a
declaration of acceleration with respect to Debt Securities of any series has
been made, but before a judgment or decree based on such acceleration has been
obtained, the Holders of a majority in principal amount of Outstanding Debt
Securities of that series may, under certain circumstances, rescind and annul
such acceleration. (Section 502) For information as to waiver of defaults, see
"Modification and Waiver".
 
    Reference is made to the Prospectus Supplement relating to any series of
Debt Securities which are Original Issue Discount Securities for the particular
provisions relating to acceleration of the Maturity of a portion of the
principal amount of such Original Issue Discount Securities upon the occurrence
of an Event of Default and the continuation thereof.
 
    The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable security or indemnity. (Section 603) Subject
to such provisions for security or indemnification of the Trustee, the Holders
of a majority in principal amount of the Outstanding Debt Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Debt Securities of that
series. (Section 512)
 
    AIG will be required to furnish to the Trustee annually a statement as to
the performance by AIG of certain of its obligations under the Indenture and as
to any default in such performance. (Section 1007)
 
MODIFICATION AND WAIVER
 
    Modifications and amendments of the Indenture may be made by AIG and the
Trustee with the consent of the Holders of 66 2/3% in principal amount of the
Outstanding Debt Securities of each series affected thereby; provided, however,
that no such modification or amendment may, without the consent of the Holder of
each Outstanding Debt Security affected thereby: (a) change the stated maturity
date of the principal of, or any installment of principal of or interest on, any
Debt Security; (b) reduce the principal amount of, or the premium (if any) or
interest on, any Debt Security; (c) adversely affect any right of repayment at
the option of the Holder of any Debt Security, or reduce the amount of, or
postpone the date fixed for, the payment of any sinking fund or analogous
obligation; (d) reduce the amount of principal of an Original Issue Discount
Security payable upon acceleration of the Maturity thereof; (e) change the place
or currency of payment of principal of, or premium (if any) or interest on, any
Debt Security; (f) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security; or (g) reduce the percentage in
principal amount of Outstanding Debt Securities of any series, the consent of
the Holders of which is required for modification or amendment of the Indenture
or for
 
                                        9

<PAGE>   11
 
waiver of compliance with certain provisions of the Indenture or for waiver of
certain defaults. (Section 902)
 
    The Holders of 66 2/3% in principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all Debt Securities of
that series waive, insofar as that series is concerned, compliance by AIG with
certain restrictive covenants of the Indenture. (Section 1008) The Holders of a
majority in principal amount of the Outstanding Debt Securities of any series
may on behalf of the Holders of all Debt Securities of that series waive any
past default under the Indenture with respect to that series, except a default
in the payment of the principal of, or the premium (if any) or interest on any
Debt Security of that series or in respect of a provision which under the
Indenture cannot be modified or amended without the consent of the Holder of
each Outstanding Debt Security of that series affected. (Section 513)
 
CONSOLIDATION, MERGER AND SALE OF ASSETS
 
    AIG, without the consent of any Holders of Outstanding Debt Securities, may
consolidate with or merge into or convey, or transfer or lease its properties
and assets substantially as an entirety to, any Person, and any other Person may
consolidate with or merge into or convey, or transfer or lease its properties
and assets substantially as an entirety to, AIG, provided that (a) the Person
(if other than AIG) formed by such consolidation or into which AIG is merged or
which acquires or leases the assets of AIG substantially as an entirety is
organized and existing under the laws of any United States jurisdiction and
assumes AIG's obligations on the Debt Securities and under the Indenture, (b)
after giving effect to such transaction no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of Default, shall
have happened and be continuing, and (c) certain other conditions are met.
(Article Eight)
 
REGARDING THE TRUSTEE
 
    The Bank of New York from time to time provides normal banking services to
AIG and its subsidiaries. In addition, The Bank of New York is a participant in
two syndicated revolving credit facilities aggregating $1 billion in commitments
with AIG, in which The Bank of New York's aggregate commitments as of May 31,
1995 were $35 million.
 
                              PLAN OF DISTRIBUTION
 
    AIG may sell the Debt Securities in any of three ways: (i) through agents;
(ii) through underwriters or dealers; or (iii) directly. The Prospectus
Supplement with respect to the Debt Securities being offered thereby sets forth
the terms of the offering of such Debt Securities including the name or names of
any agents, underwriters or dealers, the purchase price of such Debt Securities
and the proceeds to AIG from such sale, any underwriting discounts and other
items constituting underwriters' compensation and any discounts and commissions
allowed or reallowed or paid to dealers or agents. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
or agents may be changed from time to time.
 
    Debt Securities may be sold directly by AIG or through agents designated by
AIG from time to time. Any agent involved in the offer or sale of any Debt
Securities will be named in the Prospectus Supplement relating to that offering.
Unless otherwise indicated in the Prospectus Supplement, any such agent is
acting on a best efforts basis for the period of its appointment.
 
    The Debt Securities may be offered to the public either through underwriting
syndicates or by one or more underwriters. If an underwriter or underwriters are
utilized in the sale of Debt Securities, AIG will execute an underwriting
agreement with such underwriters and the names of the underwriters and the terms
of the transaction will be set forth in the Prospectus Supplement relating to
such Debt Securities. Unless otherwise set forth in the Prospectus Supplement,
the obligations of the underwriters to purchase the Debt Securities will be
subject to certain conditions and the underwriters will be obligated to purchase
all the Debt Securities if any are purchased. In connection with the sale of
Debt Securities, underwriters may be deemed to have received compensation from
AIG in the form of underwriting discounts or
 
                                       10

<PAGE>   12
 
commissions and may also receive commissions from purchasers of Debt Securities
for whom they may act as agent. Underwriters may sell Debt Securities to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agent.
 
    Underwriters, dealers and agents participating in the distribution of Debt
Securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the Debt
Securities may be deemed to be underwriting discounts and commissions, under the
1933 Act. Such underwriters, dealers and agents may be entitled under agreements
which may be entered into by AIG to indemnification by AIG against certain
liabilities, including liabilities under the 1933 Act, or to contribution with
respect to payments which the underwriters or agents may be required to make in
respect thereof.
 
    The Debt Securities may be sold at a fixed price or prices, which may be
changed, or from time to time at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices. Debt
Securities may also be issued in exchange for one or more of AIG's outstanding
issues of securities and such Debt Securities may be offered and sold in any
such manner by such exchanging holders.
 
    If so indicated in the relevant Prospectus Supplement, AIG will authorize
underwriters or other persons acting as AIG's agents to solicit offers by
certain institutions to purchase Debt Securities from AIG pursuant to Delayed
Delivery Contracts ("Contracts") providing for payment and delivery on the date
or dates stated in such Prospectus Supplement. Each Contract will be for an
amount not less than, and the aggregate amount of Debt Securities sold pursuant
to Contracts shall be not less nor more than, the respective amounts stated in
the Prospectus Supplement. Institutions with whom Contracts, when authorized,
may be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions, and other
institutions, but will in all cases be subject to the approval of AIG. The
obligations of any purchaser under any Contract will not be subject to any
conditions except (i) the purchase by an institution of the Debt Securities
covered by its Contract shall not at the time of delivery be prohibited under
the laws of any jurisdiction in the United States to which such institution is
subject and (ii) if Debt Securities are also being sold to underwriters, AIG
shall have sold to such underwriters the total principal amount of such Debt
Securities less the principal amount thereof covered by Contracts. The
underwriters and such agents will not have any responsibility in respect of the
validity or performance of Contracts.
 
    Certain of the underwriters and their associates may be customers of, engage
in transactions with and perform services for AIG and its subsidiaries in the
ordinary course of business.
 
                                 LEGAL OPINIONS
 
    Unless otherwise specified in the Prospectus Supplement relating to any Debt
Securities, the validity of such Debt Securities will be passed upon for AIG by
Sullivan & Cromwell, New York, New York, and for any underwriters or agents by
such counsel as will be named in the Prospectus Supplement. M. Bernard Aidinoff,
a Director of AIG, is a partner of Sullivan & Cromwell and owns 4,798 shares of
AIG Common Stock. Other partners of Sullivan & Cromwell involved in the
representation of AIG from time to time beneficially own approximately 4,000
shares of AIG Common Stock.
 
                                    EXPERTS
 
    The consolidated financial statements of AIG and its subsidiaries and the
related financial statement schedules of AIG included in its most recent Annual
Report on Form 10-K, incorporated herein by reference, are so incorporated in
reliance upon the reports of Coopers & Lybrand L.L.P., independent public
accountants, given on the authority of that firm as experts in accounting and
auditing.
 
                                       11

<PAGE>   13
================================================================================
 
     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE OF SUCH INFORMATION.

             ------------------
         
             TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                       PAGE
                                       ----
<S>                                    <C>
Available Information.................   2
Incorporation of Documents by
  Reference...........................   2
American International Group, Inc.....   3
Use of Proceeds.......................   5
Ratio of Earnings to Fixed Charges....   5
Description of Debt Securities........   5
Plan of Distribution..................  10
Legal Opinions........................  11
Experts...............................  11

</TABLE>


=============================================================================== 

                                    AMERICAN
                                 INTERNATIONAL
                                  GROUP, INC.
 
                               ------------------
 
                                DEBT SECURITIES

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

                                          , 1995

================================================================================



<PAGE>   14
 

                                    PART II.
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
    The following table sets forth the estimated expenses to be borne by AIG in
connection with the offering described in this Registration Statement:
 

<TABLE>
        <S>                                                                 <C>
        Securities and Exchange Commission registration fee..............   $172,414
 
        Legal fees and expenses..........................................    100,000*
 
        Accountants' fees and expenses...................................     50,000*
 
        Blue Sky fees and expenses.......................................     20,000*
 
        Printing and engraving expenses..................................    100,000*
 
        Rating Agency fees...............................................    250,000*
 
        Miscellaneous....................................................     10,000*
                                                                            --------
                       Total.............................................   $702,414*
                                                                            =========
</TABLE>

 
- ------------
* Estimated.
 
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
    The Restated Certificate of Incorporation of AIG (the "Certificate")
provides:
 
        "The Company shall indemnify to the full extent permitted by law any
    person made, or threatened to be made, a party to an action, suit or
    proceeding (whether civil, criminal, administrative or investigative) by
    reason of the fact that he, his testator or intestate is or was a director,
    officer or employee of the Company or serves or served any other enterprise
    at the request of the Company."
 
    Section 6.4 of the Company's By-laws contains a similar provision.
 
    The Certificate also provides that a director will not be personally liable
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such an exemption from liability
or limitation thereof is not permitted by the Delaware General Corporation Law
(the "GCL").
 
    Section 145 of GCL permits indemnification against expenses, fines,
judgments and settlements incurred by any director, officer or employee of AIG
in the event of pending or threatened civil, criminal, administrative or
investigative proceedings, if such person was, or was threatened to be made, a
party by reason of the fact that he is or was a director, officer or employee of
AIG. Section 145 also provides that the indemnification provided for therein
shall not be deemed exclusive of any other rights to which those seeking
indemnification may otherwise be entitled. In addition, AIG and its subsidiaries
maintain a directors' and officers' liability insurance policy.
 
                                      II-1

<PAGE>   15
 
ITEM 16.  EXHIBITS.
 

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                         DESCRIPTION                                 LOCATION
- ------    -----------------------------------------------------   ---------------------------
<C>       <S>                                                     <C>
 1(a)     Form of Underwriting Agreement.......................   Incorporated by reference
                                                                    from Exhibit 1(a) to Re-
                                                                    gistration Statement 33-
                                                                    41643.
 
 1(b)     Form of Distribution Agreement.......................   Filed as exhibit hereto.
 
    4     Indenture, to be dated as of July 15, 1989, from        Incorporated by reference
            American International Group, Inc. to The Bank of       from Exhibit 4 to
            New York, as Trustee (including Form of Debt            Registration Statement
            Security in Article Two thereof)...................     33-25291.
 
    5     Opinion of Sullivan & Cromwell re validity...........   Filed as exhibit hereto.
 
   12     Statement re computation of ratios...................   Incorporated by reference
                                                                    from Exhibit 12 to AIG's
                                                                    Annual Report on Form
                                                                    10-K for the year ended
                                                                    December 31, 1994 (File
                                                                    No. 1-8787).*
 
   23     Consents of experts and counsel
          (a) Coopers & Lybrand L.L.P..........................   Filed as exhibit hereto.
          (b) Sullivan & Cromwell..............................   Included in Exhibit 5.
 
   24     Power of Attorney....................................   Included on the signature
                                                                    page hereof.
 
   25     Form T-1, Statement of Eligibility and Qualification
            of The Bank of New York, as Trustee................   Filed as exhibit hereto.
</TABLE>

 
- ------------
* With respect to the first quarter of 1995, filed as exhibit to Quarterly
  Report on Form 10-Q and incorporated herein by reference.
 
ITEM 17.  UNDERTAKINGS.
 
  (a) The undersigned registrant hereby undertakes:
 
    (1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and (iii) to include any material
 
                                      II-2

<PAGE>   16
 
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement; provided, however, that the undertakings set forth in
clauses (i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those clauses is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in this Registration Statement;
 
    (2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
 
    (3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering; and
 
    (4) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
 
                                      II-3

<PAGE>   17
 

                                   SIGNATURES
 
    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NEW YORK AND STATE OF NEW YORK, ON THE 30TH DAY OF
JUNE, 1995.
 
                                          AMERICAN INTERNATIONAL GROUP, INC.
 
                                          By       /s/ M. R. GREENBERG
                                              ------------------------------
                                              (M. R. GREENBERG, CHAIRMAN)
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities on the 30th day of June, 1995 and each of the undersigned persons, in
any capacity, hereby severally constitutes M.R. Greenberg, Edward E. Matthews
and Howard I. Smith and each of them, singularly, his true and lawful attorney
with full power to them and each of them to sign for him, and in his name and in
the capacities indicated below, this Registration Statement and any and all
amendments thereto.
 

<TABLE>
<CAPTION>
              SIGNATURE                          TITLE                   DATE
- -------------------------------------  -------------------------  -------------------
<C>                                    <S>                         <C>
         /s/ M. R. GREENBERG           Chairman and Director       June 30, 1995       
- -------------------------------------  (Principal Executive
          (M. R. GREENBERG)            Officer)
 
       /s/ EDWARD E. MATTHEWS          Vice Chairman and           June 30, 1995
- -------------------------------------  Director
        (EDWARD E. MATTHEWS)           (Principal Financial
                                       Officer)
 
         /s/ HOWARD I. SMITH           Executive Vice President    June 30, 1995
- -------------------------------------    and Comptroller
          (HOWARD I. SMITH)            (Principal Accounting
                                       Officer)
 
       /s/ M. BERNARD AIDINOFF         Director                    June 30, 1995
- -------------------------------------
        (M. BERNARD AIDINOFF)                                      
 
        /s/ LLOYD M. BENTSEN           Director                    June 30, 1995
- -------------------------------------
         (LLOYD M. BENTSEN)
 
         /s/ MARSHALL COHEN            Director                    June 30, 1995
- -------------------------------------
          (MARSHALL COHEN)
 
     /s/ BARBER B. CONABLE, JR.        Director                    June 30, 1995
- -------------------------------------
      (BARBER B. CONABLE, JR.)
 
        /s/ MARTIN FELDSTEIN           Director                    June 30, 1995
- -------------------------------------
         (MARTIN FELDSTEIN)
</TABLE>

 
                                      II-4

<PAGE>   18
 

<TABLE>
<CAPTION>
               SIGNATURE                          TITLE                    DATE
               ---------                          -----                    ----
<S>                                             <C>                 <C>
 
         /s/ HOUGHTON FREEMAN                   Director            June 30, 1995
- ---------------------------------------
          (HOUGHTON FREEMAN)
 
          /s/ LESLIE L. GONDA                   Director            June 30, 1995
- ---------------------------------------
           (LESLIE L. GONDA)
 
          /s/ CARLA A. HILLS                    Director            June 30, 1995
- ---------------------------------------
           (CARLA A. HILLS)
 
         /s/ FRANK HOENEMEYER                   Director            June 30, 1995
- ---------------------------------------
          (FRANK HOENEMEYER
                                                                    
          /s/ JOHN I. HOWELL                    Director            June 30, 1995    
- ---------------------------------------
           (JOHN I. HOWELL)
 
          /s/ DEAN P. PHYPERS                   Director            June 30, 1995
- ---------------------------------------
           (DEAN P. PHYPERS)
 
          /s/ JOHN J. ROBERTS                   Director            June 30, 1995
- ---------------------------------------
           (JOHN J. ROBERTS)
 
         /s/ ERNEST E. STEMPEL                  Director            June 30, 1995
- ---------------------------------------
          (ERNEST E. STEMPEL)
 
         /s/ THOMAS R. TIZZIO                   Director            June 30, 1995
- ---------------------------------------
          (THOMAS R. TIZZIO)
</TABLE>

 
                                      II-5

<PAGE>   19
 

                                 EXHIBIT INDEX
 

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                         DESCRIPTION                                 LOCATION
- ------    -----------------------------------------------------   ---------------------------
<C>       <S>                                                     <C>
 1(a)     Form of Underwriting Agreement.......................   Incorporated by reference
                                                                    from Exhibit 1(a) to Re-
                                                                    gistration Statement 33-
                                                                    41643.
 
 1(b)     Form of Distribution Agreement.......................   Filed as exhibit hereto.
 
    4     Indenture, to be dated as of July 15, 1989, from        Incorporated by reference
            American International Group, Inc. to The Bank of       from Exhibit 4 to
            New York, as Trustee (including Form of Debt            Registration Statement
            Security in Article Two thereof)...................     33-25291.
 
    5     Opinion of Sullivan & Cromwell re validity...........   Filed as exhibit hereto.
 
   12     Statement re computation of ratios...................   Incorporated by reference
                                                                    from Exhibit 12 to AIG's
                                                                    Annual Report on Form
                                                                    10-K for the year ended
                                                                    December 31, 1994 (File
                                                                    No. 1-8787).*
 
   23     Consents of experts and counsel
          (a) Coopers & Lybrand L.L.P..........................   Filed as exhibit hereto.
          (b) Sullivan & Cromwell..............................   Included in Exhibit 5.
 
   24     Power of Attorney....................................   Included on the signature
                                                                    page hereof.
 
   25     Form T-1, Statement of Eligibility and Qualification
            of The Bank of New York, as Trustee................   Filed as exhibit hereto.
</TABLE>

 
- ------------
* With respect to the first quarter of 1995, filed as exhibit to Quarterly
  Report on Form 10-Q and incorporated herein by reference.





<PAGE>   1
                                                                    EXHIBIT 1(b)

                       AMERICAN INTERNATIONAL GROUP, INC.

                           U.S. $____________________

                          Medium-Term Notes, Series [ ]

                      Due from Nine Months to Thirty Years
                               from Date of Issue

                             Distribution Agreement


                                                          DATE



NAME/ADDRESS


Dear Sirs:

                 American International Group, Inc., a Delaware corporation
(the "Company"), proposes to issue and sell up to U.S.  $____________ aggregate
principal amount (or the equivalent thereof in one or more foreign currencies
or currency units) of its Medium-Term Notes, Series [ ], due from nine months to
thirty years from date of issue (the "Securities").  Subject to the terms and
conditions stated herein, the Company hereby (i) appoints ____________________
as agent of the Company for the purpose of soliciting offers to purchase the
Securities from the Company and (ii) agrees that whenever it determines to sell
Securities directly to __________________ as principal for resale to others, it
will, if requested by you, enter into a separate agreement, substantially in
the form of Annex I hereto, relating to such sale or another agreement (which
may be oral and confirmed in writing) relating to your purchase as principal
(each a "Terms Agreement"), in each case in accordance with Section 2(b)
hereof.  The Company reserves the right to sell Securities directly on its own
behalf and to enter into agreements substantially
 identical hereto with other
broker-dealers as Agents.

                 The terms and rights of the Securities shall be as specified
in or established pursuant to the indenture, dated as of July 15, 1989, between
the Company and The Bank of New York as Trustee (the "Trustee"), and is
referred to herein as the "Indenture".  The Securities shall have the maturity
ranges, annual interest rates (if any), redemption provisions and other terms
set forth in the Prospectus referred to below as it may be supplemented from
time to time.  The Securities will be issued, and the terms thereof
established, from time to time by the Company in accordance with the Indenture
and

<PAGE>   2
the Administrative Procedures attached hereto as Annex II and, if applicable,
will be specified in a related Terms Agreement.

                 1.  The Company represents and warrants to, and agrees with,
you that:

                 (a)  A registration statement on Form S-3 (Registration
No. 33-41643) and Post-Effective Amendment No. 1 thereto, and a registration
statement on Form S-3 (Registration No. 33-     ) in respect of certain debt
securities including the Securities have been filed with the Securities and
Exchange Commission (the "Commission"), and such registration statements and
Post-Effective Amendments have been declared effective by the Commission, and
no stop order suspending the effectiveness of any of such registration
statements has been issued, and no proceeding for that purpose has been
initiated or threatened by the Commission (any preliminary prospectus included
in the registration statement (No. 33-     ) being hereinafter called a
"Preliminary Prospectus"; the various parts of such registration statements,
including all exhibits thereto but excluding Form T-1, each as amended at the
time such part became effective, being hereinafter collectively called the
"Registration Statement"; the prospectus relating to the Securities, in the
form in which it has most recently been filed, or mailed for filing, with the
Commission on or prior to the date of this Agreement, being hereinafter called
the "Prospectus"; any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated
by reference therein pursuant to the applicable form under the Securities Act
of 1933, as amended (the "Act"), as of the date of such Preliminary Prospectus
or Prospectus, as the case may be; any reference to any amendment or supplement
to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed after the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and incorporated therein by reference; and any
reference to the Prospectus as amended or supplemented shall be deemed to refer
to the Prospectus as each time amended or supplemented with respect to
Securities sold pursuant to this Agreement, in the form in which it is filed
with, or mailed for filing to, the Commission pursuant to Rule 424 under the
Act, including any documents incorporated therein by reference as of the date
of such filing or mailing);

                 (b)  The documents incorporated by reference in the
Prospectus, when they became effective or were filed with the Commission, as
the case may be, conformed in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations of the
Commission





                                      -2-


<PAGE>   3
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus, when such
documents become effective or are filed with the Commission, as the case may
be, will conform in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and the statements made in such documents in
response to Statement of Financial Accounting Standards No. 33 and Item 302 or
Item 303, as the case may be, of Regulation S-K and within the coverage of Rule
175(b) of the rules and regulations of the Commission under the Act were, or
will be, as the case may be, made by the Company with a reasonable basis and in
good faith; provided, however,that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by you expressly for use
in the Prospectus as amended or supplemented to relate to a particular issuance
of Securities, or to any statements in any such document which does not
constitute part of the Registration Statement or Prospectus pursuant to Rule
412 of the rules and regulations of the Commission under the Act;

                 (c)      The Registration Statement and the Prospectus
conform, and any amendments or supplements thereto will conform, in all
material respects to the requirements of the Act and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and the rules and regulations of
the Commission thereunder and do not and will not, as of the applicable
effective date as to the Registration Statement and any amendment thereto and
as of the applicable filing date as to the Prospectus and any supplement
thereto, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company by you
expressly for use in the Prospectus as amended or supplemented to relate to a
particular issuance of Securities;

                 (d)      The Company has been duly incorporated and is an
existing corporation in good standing under the laws of Delaware, and has full
power and authority to own its properties and to conduct its business as
described in the





                                      -3-


<PAGE>   4
Prospectus and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each other
jurisdiction in which its ownership or leasing of properties, or the conduct of
its business, requires such qualification, and where failure to so qualify
would have a material adverse effect on the financial condition of the Company;
and each subsidiary of the Company named in the first paragraph under "Item 1.
Business" of the Company's Form 10-K for the fiscal year ended December 31,
199  filed with the Commission ("Material Subsidiary") has been duly
incorporated and is validly existing as a corporation in good standing under
the laws of its jurisdiction of incorporation;

                 (e)      Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any material loss or interference
with its business from any court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus; and, since the
respective dates as of which information is given in the Registration Statement
and the Prospectus, there has not been any material change in the capital stock
(other than as occasioned by Common Stock having been issued pursuant to the
Company's employee stock purchase plans, employee stock option plans and upon
conversion of convertible securities outstanding on the date hereof) or any
change in long-term debt of the Company or any of its Material Subsidiaries, in
each case in excess of $200,000,000, or any material adverse change, or any
development involving a prospective material adverse change, in or affecting
the general affairs, management, financial position, stockholders' equity or
results of operations of the Company and its Material Subsidiaries, otherwise
than as set forth or contemplated in the Prospectus;

                 (f)      The series constituting the Securities has been duly
authorized and established in conformity with the Indenture and, when the terms
of a particular Security and of the issue and sale thereof have been duly
authorized and established by all necessary corporate action in conformity with
the Indenture and such Security has been duly completed, executed,
authenticated and issued in accordance with the Indenture, and delivered
against payment therefor as contemplated by this Agreement and any applicable
Terms Agreement, such Security will have been duly executed, authenticated,
issued and delivered and will constitute a valid and legally binding obligation
of the Company entitled to the benefits provided by the Indenture; the
Indenture has been duly authorized and qualified under the Trust Indenture Act
and constitutes a valid and legally binding obligation of the Company,
enforceable in accordance with its terms, subject





                                      -4-


<PAGE>   5
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles; and the Indenture conforms and the
Securities will conform to the descriptions thereof in the Prospectus;

                 (g)      The issue and sale of the Securities and the
compliance by the Company with all of the provisions of the Securities, the
Indenture, this Agreement and any Terms Agreement, and the consummation of the
transactions herein and therein contemplated, will not conflict with or result
in a breach of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company is a party or by which the Company
is bound or to which any of the property or assets of the Company is subject,
nor will such action result in any violation of the provisions of the Restated
Certificate of Incorporation, as amended, or the By-Laws of the Company or any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its properties; and no
consent, approval, authorization, order, registration or qualification of or
with any court or governmental agency or body is required for the solicitation
of offers to purchase Securities and the issue and sale of the Securities or
the consummation by the Company of the other transactions contemplated by this
Agreement, any Terms Agreement or the Indenture, except such as have been, or
will have been prior to the date of this Agreement, obtained under the Act or
the Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or
Blue Sky laws (including insurance laws of any state relating to offers and
sales of Securities in such state) in connection with the solicitation by you
of offers to purchase the Securities from the Company and with purchases of the
Securities by you as principal, as the case may be, both in the manner
contemplated hereby;


                 (h)      There is no action, suit or proceeding pending, or to
the knowledge of the executive officers of the Company, threatened against the
Company or any of its subsidiaries, which has, or may reasonably be expected in
the future to have, a material adverse effect on the current or prospective
consolidated business or condition (financial or other) of the Company and its
subsidiaries taken as a whole, except as set forth or contemplated in the
Prospectus; and, at each Time of Delivery (as defined in Section 2(b) hereof),
there will not be any action, suit or proceeding pending, or to the knowledge
of the executive officers of the Company, threatened against the Company or any
of its subsidiaries, which will have had,





                                      -5-


<PAGE>   6
or may reasonably be expected in the future to have, a material adverse effect
on the current or prospective consolidated business or condition (financial or
other) of the Company and its subsidiaries taken as a whole, except as set
forth or contemplated in the Prospectus as amended or supplemented; and

                 (i)      Coopers & Lybrand, who have certified financial
statements of the Company and its subsidiaries, are independent public
accountants with respect to the Company and its subsidiaries as required by the
Act and the rules and regulations of the Commission thereunder.

                 2.       (a)  On the basis of the representations and
warranties, and subject to the terms and conditions, herein set forth,
__________________________ agrees, as agent of the Company (in its capacity as
agent, the "Agent"), to use its best efforts to solicit offers to purchase the
Securities from the Company upon the terms and conditions set forth in the
Prospectus as amended or supplemented.

                 The Company reserves the right, in its sole discretion, to
instruct the Agent to suspend at any time, for any period of time or
permanently, the solicitation of offers to purchase the Securities.  Upon
receipt of instructions from the Company, the Agent will forthwith suspend
solicitation of offers to purchase Securities from the Company until such time
as the Company has advised it that such solicitation may be resumed.

                 The Company agrees to pay the Agent a commission, at the time
of settlement of each sale of Securities by the Company as a result of a
solicitation made by the Agent, in an amount to be agreed to by the Company and
the Agent at the time of solicitation.

                 As Agent, you are authorized to solicit offers to purchase the
Securities only in authorized denominations as set forth in the Prospectus at a
purchase price equal to 100% of their principal amount unless otherwise
indicated on the applicable pricing supplement to the Prospectus.  The Agent
shall communicate to the Company, orally or in writing, each offer to purchase
Securities other than those rejected by the Agent.  The Company shall have the
sole right to accept offers to purchase Securities and may reject any proposed
purchase of Securities as a whole or in part.  The Agent shall have the right,
in its discretion reasonably exercised, to reject any offer received by it to
purchase Securities, as a whole or in part, and any such rejection by the Agent
shall not be deemed a breach of its agreements contained herein.





                                      -6-


<PAGE>   7
                 (b)      Each sale of Securities to you as principal shall be
made in accordance with the terms of this Agreement and a Terms Agreement which
will provide for the sale of such Securities to, and the purchase thereof by,
you.  A Terms Agreement may also specify certain provisions relating to the
reoffering of such Securities by you.  Your commitment to purchase Securities
pursuant to any Terms Agreement shall be deemed to have been made on the basis
of the representations and warranties of the Company herein contained and shall
be subject to the terms and conditions herein set forth.  Each Terms Agreement
shall include a specification of the principal amount of Securities to be
purchased by you pursuant thereto, the price to be paid to the Company for such
Securities, any provisions relating to rights of, and default by, underwriters
acting together with ____________________________ in the reoffering of the
Securities, and the time (each a "Time of Delivery") and place of delivery of
and payment for such Securities.  Such Terms Agreement shall also specify any
requirements for officers' certificates, opinions of counsel and accountants'
letters pursuant to Section 4 hereof.

                 (c)      Procedural details relating to the issue and delivery
of Securities, the solicitation of offers to purchase, and purchases by you as
principal of, Securities, and the payment in each case therefor, are set forth
in the Administrative Procedures attached hereto as Annex II (the "Procedure").
You and the Company agree to perform the respective duties and obligations
specifically provided to be performed by the Company and you in the Procedure as
it may be amended from time to time by written agreement between you and the
Company.

                 (d)      Agent agrees, with respect to any Security
denominated in a currency other than U.S. dollars, as agent, directly or
indirectly, not to solicit offers to purchase, as a principal under any Terms
Agreement or otherwise, directly or indirectly, and not to offer, sell or
deliver, such Security in, or to residents of, the country issuing such
currency, except, in each case, as permitted by applicable law.

                 3.       Any documents required to be delivered pursuant to 
Section 6 hereof shall be delivered to such place within the Borough of 
Manhattan in The City of New York as you may reasonably request.

                 4.       The Company covenants and agrees with you:

                 (a)      To make no amendment or supplement to the
Registration Statement or the Prospectus after the date of any Terms Agreement
and prior to the related Time of Delivery which shall be disapproved by you
promptly after reasonable





                                      -7-


<PAGE>   8
notice thereof; to make no such amendment or supplement at any other time prior
to having afforded you a reasonable opportunity to review it; to file promptly
all reports and any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act for so long as the delivery of a prospectus is
required in connection with the offering or sale of the Securities, and during
such same period to advise you, promptly after it receives notice thereof, of
the time when any amendment to the Registration Statement has been filed or
become effective or any supplement to the Prospectus or any amended Prospectus
has been filed with, or mailed for filing to, the Commission, of the issuance
by the Commission of any stop order or of any order preventing or suspending
the use of any prospectus relating to the Securities, of the suspension of the
qualification of the Securities for offering or sale in any jurisdiction, of
the initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amendment or supplement of the Registration
Statement or Prospectus or for additional information; and, in the event of the
issuance of any such stop order or of any such order preventing or suspending
the use of any such prospectus or suspending any such qualification, to use
promptly its best efforts to obtain its withdrawal;

                 (b)      Promptly from time to time to take such action as you
reasonably may request to qualify the Securities for offering and sale under
the securities laws of such jurisdictions as you may request and to comply with
such laws so as to permit the continuance of sales and dealings therein for as
long as may be necessary to complete the distribution or sale of the
Securities; provided, however, that in connection therewith the Company shall
not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction;

                 (c)      To furnish you with copies of the Registration
Statement and each amendment thereto, and with copies of the Prospectus as each
time amended or supplemented in the form in which it is filed with, or mailed
for filing to, the Commission pursuant to Rule 424 under the Act, both in such
quantities as you may reasonably request from time to time; and, if the
delivery of a prospectus is required at any time in connection with the
offering or sale of the Securities (including Securities purchased from the
Company by you as principal) and if at such time any event shall have occurred
as a result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is delivered,





                                      -8-


<PAGE>   9
not misleading, or, if for any other reason it shall be necessary during such
same period to amend or supplement the Prospectus or to file under the Exchange
Act any document incorporated by reference in the Prospectus in order to comply
with the Act, the Exchange Act or the Trust Indenture Act, to notify you as
promptly as practicable and request you to suspend solicitation of offers to
purchase Securities from the Company, in your capacity as agent of the Company
and, if so notified, you shall forthwith cease such solicitations; and if the
Company shall decide to amend or supplement the Registration Statement or the
Prospectus as then amended or supplemented, to so advise you promptly by
telephone (with confirmation in writing) and to prepare and cause to be filed
promptly with the Commission an amendment or supplement to the Registration
Statement or the Prospectus as then amended or supplemented that will correct
such statement or omission or effect such compliance; provided, however, that
if during such same period you continue to own Securities purchased from the
Company by you as principal, the Company shall promptly prepare and file with
the Commission such an amendment or supplement;

                 (d)      To make generally available to its security holders
as soon as practicable, but in any event not later than 90 days after the close
of the period covered thereby, an earning statement or statements of the
Company and its subsidiaries (which need not be audited) complying with Section
11(a) of the Act and the rules and regulations of the Commission thereunder
(including, at the option of the Company, Rule 158) and covering each
twelve-month period beginning not later than the first day of the Company's
fiscal quarter next following the date of any sale of Securities hereunder;

                 (e)      During the period when this Agreement is in effect,
to furnish to you copies of all reports or other communications (financial or
other) furnished to stockholders, and deliver to you (i) as soon as they are
available, a copy of each report and definitive proxy statement of the Company
furnished to or filed with the Commission under the Exchange Act or mailed to
shareholders; and (ii) such additional information concerning the business and
financial condition of the Company as you may from time to time reasonably
request;

                 (f)      That, from the date of any Terms Agreement and
continuing to and including the earlier of (i) the termination of the trading
restrictions for the Securities purchased thereunder, as notified to the
Company by you and (ii) the related Time of Delivery, the Company will not,
without your prior written consent, offer, sell, contract to sell or otherwise
dispose of any debt securities of the Company which mature more than nine
months after such Time of Delivery and





                                      -9-


<PAGE>   10
which are substantially similar to the Securities; provided, however, the
foregoing restriction shall not apply to an issue of debt securities
denominated in a currency other than U.S. dollars or to an issue of debt
securities at least 90% of which is offered and sold outside the United States;

                 (g)      That each acceptance by the Company of an offer to
purchase Securities hereunder, and each sale of Securities to you pursuant to a
Terms Agreement, shall be deemed to be an affirmation to you that the
representations and warranties of the Company contained in or made pursuant to
this Agreement are true and correct as of the date of such acceptance or of
such Terms Agreement as though made at and as of such time, and an undertaking
that such representations and warranties will be true and correct as of the
settlement date for the Securities relating to such acceptance and as of the
Time of Delivery relating to such sale, as though made at and as of each such
date (except that such representations and warranties shall be deemed to relate
to the Registration Statement and the Prospectus as amended and supplemented
relating to such Securities);

                 (h)      That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by an amendment or
supplement relating solely to the terms of the Securities offered), each time a
document filed under the Act or the Exchange Act is incorporated by reference
into the Prospectus, and each time, if so indicated in the applicable Terms
Agreement, the Company sells Securities to you as principal, the Company shall
furnish or cause to be furnished forthwith to you, upon your request, a
certificate of officers of the Company satisfactory to you, dated the date of
such supplement, amendment, incorporation or Time of Delivery related to such
sale, in form satisfactory to you in your reasonable judgment to the effect
that the statements contained in the certificate referred to in Section 6(g)
hereof which were last furnished to you are true and correct at such date, as
though made at and as of such date (except that such statements shall be deemed
to relate to the Registration Statement and the Prospectus as amended and
supplemented to such time) or, in lieu of such certificate, certificates of the
same tenor as the certificates referred to in said Section 6(g) but modified to
relate to the Registration Statement and the Prospectus as amended and
supplemented to such date;

                 (i)      That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by an amendment or
supplement relating solely to the terms of the Securities offered), each time a
document filed under the Act or the Exchange Act is incorporated by reference
into the Prospectus, and each time, if so indicated in the applicable





                                      -10-


<PAGE>   11
Terms Agreement, the Company sells Securities to you as principal, the Company
shall furnish or cause to be furnished forthwith to you, upon your request, a
written opinion of Sullivan & Cromwell, counsel for the Company, and a written
opinion of Kathleen E. Shannon, Vice President, Secretary and Senior Counsel
of the Company, or, in either case, other counsel satisfactory to you in your
reasonable judgment, dated the date of such amendment, supplement,
incorporation or Time of Delivery relating to such sale, each in form
satisfactory to you in your reasonable judgment to the effect that you may rely
on the opinion referred to in Section 6(c) or (d) hereof, as the case may be,
which was last furnished to you to the same extent as though it were dated the
date of such letter authorizing reliance (except that statements in such last
opinion shall be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to such date) or, in lieu of either such
opinion, an opinion of the same tenor as the opinion referred to in Section
6(c) or (d) hereof, as the case may be, but modified to relate to the
Registration Statement and the Prospectus as amended and supplemented to such
date; and

                 (j)      That each time the Registration Statement or the
Prospectus shall be amended or supplemented and each time that a document filed
under the Act or the Exchange Act is incorporated by reference into the
Prospectus, in either case to set forth financial information included in or
derived from the Company's consolidated financial statements, or, if so
indicated in the applicable Terms Agreement, each time the Company sells
Securities to you as principal, the Company shall cause its independent public
accountants forthwith to furnish you, upon your request, a letter, dated the
date of such amendment, supplement, incorporation or Time of Delivery relating
to such sale, in form satisfactory to you in your reasonable judgment, of the
same tenor as the letter referred to in Section 6(e) hereof but modified to
relate to the Registration Statement and the Prospectus as amended or
supplemented to the date of such letter, with such changes as may be necessary
to reflect changes in the financial statements and other information derived
from the accounting records of the Company, to the extent such financial
statements and other information are available as of a date not more than five
business days prior to the date of such letter; provided, however, that where
such amendment, supplement or document incorporated by reference only sets
forth unaudited quarterly financial information, the scope of such letter may
be limited to relate to such unaudited financial information unless any other
accounting or financial information included or incorporated by reference
therein is of a character that, in your reasonable judgment, such letter should
address such other information.





                                      -11-


<PAGE>   12
                 5.  The Company covenants and agrees with you that the Company
will pay or cause to be paid the following:  (i) the fees, disbursements and
expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to you;
(ii) the fees and expenses of your counsel in connection with the transactions
contemplated hereunder; (iii) the cost of printing, word-processing or
reproducing this Agreement, any Terms Agreement, any Indenture, any Blue Sky
and Legal Investment Memoranda and any other documents in connection with the
offering, purchase, sale and delivery of the Securities; (iv) all expenses in
connection with the qualification of the Securities for offering and sale under
state securities laws as provided in Section 4(b) hereof, including fees and
disbursements of the Company's counsel in connection with such qualification
and in connection with the Blue Sky and legal investment surveys; (v) any fees
charged by security rating services for rating the Securities; (vi) the cost of
preparing the Securities; (vii) the fees and expenses of any Trustee and any
agent of any Trustee and the fees and disbursements of counsel for any Trustee
in connection with any Indenture and the Securities; (viii) any advertising
expenses connected with the solicitation of offers to purchase and the sale of
Securities so long as such advertising expenses have been approved by the
Company; and (ix) all other costs and expenses incident to the performance of
its obligations hereunder which are not otherwise specifically provided for in
this Section.  You shall pay all other fees and expenses you incur.

                 6.  Your obligations as agent of the Company to solicit offers
to purchase the Securities and your obligations to purchase Securities as
principal pursuant to any Terms Agreement shall be subject, in your reasonable
discretion, to the condition that all representations and warranties and other
statements of the Company herein are true and correct at and as of the date of
this Agreement, the date of each such solicitation, any settlement date related
to the acceptance of such an offer, and each Time of Delivery, the condition
that the Company shall have performed all of its obligations hereunder
theretofore in each case to be performed and the following additional
conditions, where applicable:


                 (a)  No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the Commission or to the
knowledge of the





                                      -12-


<PAGE>   13
Company or the Agent, shall be contemplated by the Commission; and all requests
for additional information on the part of the Commission shall have been
complied with to your reasonable satisfaction;

                 (b)      You shall have received, upon your request, from
                        , your counsel, such opinion, dated the Time of Delivery
as specified in the applicable Terms Agreement, with respect to the
incorporation of the Company, the validity of the Securities, the Registration
Statement, the Prospectus as amended or supplemented, and other related matters
as you may require, and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon such
matters;

                 (c)      You shall have received an opinion or opinions of
Sullivan & Cromwell, counsel for the Company, dated any applicable date
referred to in Section 4(i) to the effect that:

                 (i)      The Company has been duly incorporated and is an
         existing corporation in good standing under the laws of the State of
         Delaware;

                 (ii)     The Registration Statement, as of the date it became
         effective, and the Prospectus as amended or supplemented, as of the
         date of such opinion, appeared on their face to be appropriately
         responsive in all material respects to the requirements of the Act and
         the Trust Indenture Act and the rules and regulations of the
         Commission thereunder (except that no opinion need be expressed as to
         financial statements and financial and statistical data);

                 (iii)    Nothing has come to the attention of such counsel in
         their review (as described in such opinion) that has caused them to
         believe that the Registration Statement or the Prospectus, as of the
         date the Registration Statement became effective, contained any untrue
         statement of material fact or omitted to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, or that the Prospectus as amended or
         supplemented, as of the date of such opinion, contains any untrue
         statement of a material fact or omits to state any material fact
         necessary in order to make the statements therein, in light of the
         circumstances under which they were made, not misleading, (except that
         (A) no opinion need be expressed as to financial statements and
         financial and statistical data or as to the statement of the
         eligibility and qualification of the Trustee and (B) such counsel may
         state that they assume no responsibility for





                                      -13-


<PAGE>   14
         the accuracy or fairness of the statements contained in the
         Registration Statement and the Prospectus as amended or supplemented
         except for those made under the captions "Description of Debt
         Securities" in the Prospectus and "Description of Notes" in the
         Prospectus as amended or supplemented, insofar as they relate to
         provisions of documents therein described);

                 (iv)     The series constituting the Securities has been duly
         authorized and established in conformity with the Indenture, and, when
         the terms of a particular Security and of the issue and sale thereof
         have been duly authorized and established by all necessary corporate
         action in conformity with the Indenture and such Security has been
         duly completed, executed, authenticated and issued in accordance with
         the Indenture, and delivered against payment therefor as contemplated
         by this Agreement and any applicable Terms Agreement, such Security
         will constitute a valid and legally binding obligation of the Company
         enforceable in accordance with its terms, subject to bankruptcy,
         insolvency, fraudulent transfer, reorganization, moratorium and
         similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles;

                 (v)      The Indenture has been duly authorized, executed and
         delivered by the Company and constitutes a valid and legally binding
         obligation of the Company, enforceable in accordance with its terms,
         subject to bankruptcy, insolvency, fraudulent transfer,
         reorganization, moratorium and similar laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles; the Indenture has been duly qualified under the Trust
         Indenture Act; and the Indenture conforms to the description thereof
         in the Prospectus; and

                 (vi)     This Agreement (and any applicable Terms Agreement)
         has been duly authorized, executed and delivered by the Company;


                 In providing such opinion, such counsel may assume, in
connection with their opinion set forth in paragraph (iv) above, that at or
prior to the time of the delivery of each Security the authorization of the
series constituting the Securities will not have been modified or rescinded
and, with respect to each Security, that such Security will conform to the form
of the Securities examined by such counsel and there will not have occurred any
change in law affecting the validity or enforceability of such Security.  Such
counsel may also assume that none of the terms of any Security to be





                                      -14-


<PAGE>   15
established subsequent to the date hereof nor the issuance and delivery of such
Security, nor the compliance by the Company with the terms of such Security
will result in a violation of any agreement or instrument then binding upon the
Company, or any restriction imposed by any court or governmental body having
jurisdiction over the Company.  Such counsel may also state in rendering their
opinion set forth in paragraph (iv) above, that, as of the date of such
opinion, a judgment for money in an action based on Securities denominated in
foreign currencies or currency units in a Federal or State court in the United
States ordinarily would be enforced in the United States only in United States
dollars and that the date used to determine the rate of conversion of the
foreign currency or currency unit in which a particular Security is denominated
into United States dollars will depend upon various factors, including which
court renders the judgment.

                 (d)      You shall have received an opinion of Kathleen E.
Shannon, Vice President, Secretary and Senior Counsel of the Company, dated any
applicable date referred to in Section 4(i) to the effect that:

                 (i)      The Company has been duly qualified as a foreign
         corporation for the transaction of business and is in good standing
         under the laws of each jurisdiction in which its ownership or leasing
         of properties or the conduct of its business requires such
         qualification, and where failure to so qualify would have a material
         adverse effect on the financial position of the Company; and each of
         the Material Subsidiaries of the Company is a corporation duly
         organized and validly existing under the laws of the jurisdiction
         where it was incorporated and is duly licensed or admitted to transact
         business and is in good standing in each of the jurisdictions in which
         it is doing business and required to be licensed or admitted and where
         the failure to be so qualified or in good standing would have a
         material adverse effect upon its operations or financial condition;
         and, except as otherwise stated in such opinion, the capital stock of
         each Material Subsidiary is owned by the Company to the extent stated
         in the schedule set forth in the Prospectus as amended or
         supplemented, free and clear of any liens, encumbrances or other
         claims or restrictions (such counsel being entitled to rely with
         respect to the opinion required by this clause (i) upon opinions of
         local counsel as to matters governed by the laws of jurisdictions
         other than the State of New York);

                 (ii)     The Company has an authorized capitalization as set
         forth in the Prospectus as amended or supplemented;





                                      -15-


<PAGE>   16
                 (iii)    To the best knowledge and information of such counsel,
         there are no contracts or other documents required to be summarized or
         disclosed or filed as exhibits to the Registration Statement other than
         those filed as exhibits thereto, and there are no legal or governmental
         proceedings pending or threatened of a character required to be
         disclosed in the Registration Statement and the Prospectus as amended
         or supplemented which are not disclosed and properly described therein;

                 (iv)     The issue and sale of the Securities (provided that
         the terms of such securities shall have been established by all
         necessary corporate action in conformity with the Indenture), and the
         compliance by the Company with all of the provisions of the Securities,
         the Indenture, this Agreement and any Terms Agreement, will not
         conflict with or result in a breach of any of the terms or provisions
         of, or constitute a default under, or result in the creation or
         imposition of any lien, charge or encumbrance upon any of the property
         or assets of the Company pursuant to the terms of any indenture,
         mortgage, deed of trust, loan agreement, or other agreement or
         instrument in effect on the date of such opinion and known to such
         counsel, to which the Company is a party or by which the Company may be
         bound or to which any of the property or assets of the Company is
         subject, nor will such action result in any violation of the provisions
         of the Restated Certificate of Incorporation, as amended, or the
         By-Laws of the Company in effect on the date of such opinion, or any
         judgment, order or decree of any court or governmental body applicable
         to the Company; and no consent, approval, authorization, order,
         registration or qualification of or with any court or any regulatory
         authority or other governmental body of or in the United States is
         required for the issue and sale of the Securities or the consummation
         by the Company of the other transactions contemplated by this Agreement
         (and any applicable Terms Agreement) or the Indenture, except such as
         have been obtained under the Act and the Trust Indenture Act and such
         consents, approvals, authorizations, registrations or qualifications as
         may be required under state securities or Blue Sky laws (including
         insurance laws of any state relating to offers and sales of Securities
         in such state) in connection with solicitation by the Agent or by other
         agents of the Company of offers to purchase Securities and with
         purchases of Securities by you and any other firms as principals, as
         the case may be, both as contemplated by this Agreement (and any
         applicable Terms Agreement);

                 (v)      No facts have come to such counsel's attention which
         might lead such counsel to believe that the Company





                                      -16-


<PAGE>   17
         and each Material Subsidiary does not hold all necessary licenses,
         permits and authorizations from regulatory authorities in each
         jurisdiction where the character of its operations requires any such
         license, permit or authorization, other than licenses, permits and
         authorizations in jurisdictions which in the aggregate did not account
         for a material portion of the gross premiums written by the Company
         and such subsidiaries in the calendar year most recently ended for
         which such figure is known to the Company or licenses, permits or
         authorizations, the failure to so hold will not, in the opinion of
         such counsel, individually or in the aggregate have a material adverse
         effect on the Company and its subsidiaries taken as a whole;

                 (vi)     To the best knowledge and information of such counsel
         after reasonable investigation, there are no actions, suits or
         proceedings pending or threatened against any Material Subsidiaries of
         the Company by or before any regulatory authority of the United States
         or any political subdivision thereof, which may lead to the revocation
         of any license, permit or authorization in any jurisdiction where the
         character of the operations of such subsidiary requires such license,
         permit or authorization, other than licenses, permits and
         authorizations in jurisdictions which in the aggregate did not account
         for a material portion of the gross premiums written by the Company and
         such subsidiaries in the calendar year most recently ended for which
         such figure is known to the Company or licenses, permits or
         authorizations, the absence of which would not in the opinion of such
         counsel individually or in the aggregate have a material adverse effect
         on the Company and its subsidiaries taken as a whole; and

                 (vii)    Nothing which came to the attention of such counsel
         has caused him to believe that the Registration Statement or the
         Prospectus, as of the date the Registration Statement became effective,
         contained any untrue statement of a material fact or omitted to state
         any material fact required to be stated therein or necessary in order
         to make the statements therein not misleading, or that the Prospectus
         as amended or supplemented, as of the date of such opinion, contains
         any untrue statement of a material fact or omits to state a material
         fact required to be stated therein or necessary in order to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading, or that any document incorporated by reference in
         the Prospectus, as amended or supplemented on the date of such
         document's filing with the Commission, contained any untrue statement
         of a material fact or omitted to state





                                      -17-


<PAGE>   18
         a material fact required to be stated therein or necessary in order to
         make the statements therein (except for statements in any incorporated
         document which do not constitute a part of the Registration Statement
         or Prospectus pursuant to Rule 412 of Regulation C of the Commission)
         not misleading; and the documents incorporated by reference in the
         Prospectus as amended or supplemented (except that no opinion need be
         expressed as to financial statements and financial and statistical
         data), as of the date they became effective or were filed with the
         Commission, as the case may be, complied as to form in all material
         respects with the Act and the Exchange Act and the rules and
         regulations thereunder;

                 (e)      At 11:00 A.M., New York City time, on any applicable
date referred to in Section 4(j), the independent accountants who have certified
the financial statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement shall have furnished to
you a letter, dated such applicable date, in form and substance satisfactory to
you, to the effect set forth in Annex III hereto;

                 (f)      (i) Neither the Company nor any of its subsidiaries
shall have sustained after the date of the latest audited financial statements
included or incorporated by reference in the Prospectus and (A) prior to the
date of this Agreement, any loss or interference with its business from any
court or governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus and (B) prior to each Time of Delivery, any such
loss or interference, otherwise than as set forth or contemplated in the
Prospectus as amended or supplemented through the date of the corresponding
Terms Agreement, as the case may be, and (ii) since the respective dates as of
which information is given in the Prospectus as amended or supplemented and (A)
prior to the date of this Agreement, there shall not have been any material
change in the capital stock (other than as occasioned by Common Stock having
been issued pursuant to the Company's employee stock purchase plans, employee
stock option plans and upon conversion of convertible securities outstanding on
the date hereof) or any change in long-term debt of the Company or any of its
Material Subsidiaries, in each case in excess of $200,000,000, or any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and any of its
Material Subsidiaries, otherwise than as set forth or contemplated in the
Prospectus and (B) prior to each Time of Delivery, there shall not have been any
such change or development, otherwise than as set forth or contemplated in the
Prospectus as amended





                                      -18-


<PAGE>   19
and supplemented through the date of the corresponding Terms Agreement, as the
case may be, the effect of which, in any such case described in clause (i) or
(ii), is in your judgment so material and adverse as to make it impracticable
or inadvisable to proceed with your solicitation of offers to purchase
Securities from the Company or your purchase of Securities from the Company as
principal, as the case may be;

                 (g)      The Company shall have furnished or caused to be
furnished to you a certificate of the President or any Executive or Senior Vice
President and a principal financial or accounting officer of the Company, dated
any applicable date referred to in Section 4(h) in which such officers, to the
best of their knowledge after reasonable investigation, shall state that the
representations and warranties of the Company in this Agreement are true and
correct as of such applicable date, that the Company has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to such applicable date, that no stop order suspending
the effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are contemplated by the
Commission, and that, since the respective dates as of which information is
given in the Prospectus, there has not been any change, or any development
involving a prospective change, in or materially affecting the general affairs,
management, financial position, shareholders' equity or results of operations
of the Company and its subsidiaries taken as a whole, otherwise than as set
forth or contemplated in the Prospectus as amended or supplemented; and


                 (h)      During the period in which you are soliciting offers
to purchase Securities, including the period between the date of any Terms
Agreement and the related Time of Delivery, there shall not have occurred any
of the following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a general moratorium
on commercial banking activities in New York declared by either Federal or New
York State authorities; (iii) the outbreak or escalation of hostilities
involving the United States or the declaration by the United States of a
national emergency or war if the effect of any such event in your reasonable
judgment is to make it impracticable or inadvisable to proceed with your
solicitation of offers to purchase Securities or your purchase of Securities
from the Company as principal; (iv) the suspension in trading in the common
stock of the Company on the New York Stock Exchange if the effect of such event
in your reasonable judgment is to make it impracticable or inadvisable to
proceed with your solicitation of offers to purchase Securities or your
purchase of Securities from the Company as principal; or (v) any





                                      -19-


<PAGE>   20
downgrading in the rating accorded the Company's debt securities by any
"nationally recognized statistical rating organization", as that term is
defined by the Commission for purposes of Rule 436(g)(2) under the Act.

                 7.       (a)  The Company will indemnify and hold you harmless
against any losses, claims, damages or liabilities, joint or several, to which
you may become subject, under the Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Preliminary Prospectus, the Registration
Statement, the Prospectus as amended or supplemented, and any other prospectus
relating to the Securities or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse you for any legal or other expenses
reasonably incurred by you in connection with investigating or defending any
such action or claim as incurred; provided, however, that the Company shall not
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Prospectus,
the Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities or any such amendment or supplement
in reliance upon and in conformity with written information furnished to the
Company by you expressly for use in the Prospectus as amended or supplemented;
and provided, further, that with respect to any untrue statement or omission or
alleged untrue statement or omission made in any Preliminary Prospectus, the
indemnity agreement contained in this Section 7(a) shall not apply to any such
losses, claims, damages or liabilities asserted against you by any purchaser of
Securities to the extent that such losses, claims, damages or liabilities
result from the fact that a copy of the Prospectus furnished by the Company
(excluding any documents incorporated by reference therein) was not sent or
given to such purchaser at or prior to the written confirmation of the sale of
such Securities to such purchaser.

                 (b)      You will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act, the Exchange Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement, the Prospectus as





                                      -20-


<PAGE>   21
amended or supplemented and any other prospectus relating to the Securities, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement, the Prospectus as amended
or supplemented and any other prospectus relating to the Securities, or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by you expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by
the Company in connection with investigating or defending any such action or
claim as incurred.

                 (c)      Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection.  In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation.

                 (d)      If the indemnification provided for in this Section 7
is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative





                                      -21-


<PAGE>   22
benefits received by the Company on the one hand and you on the other from the
offering of the Securities to which such loss, claim, damage or liability (or
action in respect thereof) relates.  If, however, the allocation provided by
the immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c)
above, then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and you on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations.  The relative benefits received by the Company on the one hand
and you on the other shall be deemed to be in the same proportion as the total
net proceeds from the sale of Securities (before deducting expenses) received
by the Company bear to the total commissions or discounts received by you in
respect thereof.  The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading relates to information supplied by the Company on the one hand or by
you on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and you agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this subsection (d).  The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  Notwithstanding the
provisions of this subsection (d), you shall not be required to contribute any
amount in excess of the amount by which the total price at which the Securities
purchased by or through you were sold exceeds the amount of any damages which
you have otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

                 (e)      The obligations of the Company under this Section 7
shall be in addition to any liability which the





                                      -22-


<PAGE>   23
Company may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls you within the meaning of the
Act; and your obligations under this Section 7 shall be in addition to any
liability which you may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company and to each person,
if any, who controls the Company within the meaning of the Act.

                 8.  In soliciting offers by others to purchase Securities from
the Company, you are acting solely as agent for the Company, and not as
principal (other than in respect of any purchase by you pursuant to a Terms
Agreement).  You will make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase Securities from
the Company has been accepted by the Company, but you shall not have any
liability to the Company in the event such purchase for any reason is not
consummated.  If the Company shall default on its obligation to deliver
Securities to a purchaser whose offer it has accepted, the Company shall hold
you harmless against any loss, claim or damage arising from or as a result of
such default by the Company.

                 9.  The respective indemnities, agreements, representations,
warranties and other statements by you and the Company or its officers set
forth in or pursuant to this Agreement, shall remain in full force and effect
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of you or the Company or any of its officers or directors
or any controlling person, and shall survive each delivery of and payment for
any of the Securities.

                 10.  The provisions of this Agreement relating to the
solicitation of offers to purchase the Securities may be suspended or
terminated at any time by the Company or by you upon the giving of written
notice of such suspension or termination to the other party hereto.  In the
event of any such suspension or termination, no party shall have any liability
to the other party hereto, except as provided in the third paragraph of Section
2(a), Section 5, Section 7, Section 8 and Section 9 and except that, if at the
time of such suspension or termination, an offer for the purchase of Securities
shall have been accepted by the Company but the delivery of the Securities
relating thereto to the purchaser or his agent shall not yet have occurred, the
Company shall have the obligations provided in subsections (g), (h), (i) and
(j) of Section 4.

                 11.  If at any time the Company and the Agent shall determine
to issue and sell Securities denominated in a





                                      -23-


<PAGE>   24
currency other than U.S. dollars, which other currency may include a currency
unit, or with respect to which an index is used to determine the amounts of
payments of principal of and any premium and interest, the Company and the
Agent shall execute and deliver an Amendment in the form attached hereto as
Annex IV (the "Amendment").  The Amendment shall establish, as appropriate,
additions to and modifications of the terms of this Agreement (including the
Procedures), which additions and modifications shall apply to the sales,
whether offered on an agency or principal basis, of such Securities covered
thereby.  The Agent is authorized to solicit offers to purchase Securities with
respect to which an index is used to determine the amounts of payments of
principal of and any premium and interest, and the Company shall agree to any
sales of such Securities (whether offered on an agency or principal basis),
only in a minimum aggregate amount of $2,500,000.

                 12.  Except as otherwise specifically provided herein or in
the Procedure, all statements, requests, notices and advices hereunder shall be
in writing, or by telephone if promptly confirmed in writing, and if to 
___________________ shall be sufficient in all respects when delivered or sent
by facsimile transmission or registered mail to ______________________________,
ATTENTION: __________________________, and if to the Company shall be 
sufficient in all respects when delivered or sent by facsimile transmission or 
registered mail to 70 Pine Street, New York, New York 10270, Attention: 
Secretary.

                 13.  This Agreement and any Terms Agreement shall be binding
upon, and inure solely to the benefit of you and the Company, and to the extent
provided in Section 7, Section 8 and Section 9 hereof, the officers and
directors of the Company and any person who controls you or the Company, and
your respective personal representatives, successors and assigns, and no other
person shall acquire or have any right under or by virtue of this Agreement or
any Terms Agreement.  No purchaser of any of the Securities through or from you
shall be deemed a successor or assign by reason of such purchase.

                 14.  This Agreement and any Terms Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York.

                 15.  Time shall be of the essence in this Agreement and any
Terms Agreement.

                 16.  This Agreement and any Terms Agreement may be executed by
any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be an





                                      -24-


<PAGE>   25
original, but all of such respective counterparts shall together constitute one
and the same instrument.

                 If the foregoing is in accordance with your understanding,
please sign and return to us three counterparts hereof, whereupon this letter
and the acceptance by you thereof shall constitute a binding agreement between
the Company and you in accordance with its terms.


                                           Very truly yours,

                                           AMERICAN INTERNATIONAL GROUP, INC.



                                           By ________________________________


Accepted in New York, New York,
as of the date hereof:

           AGENT'S NAME     
__________________________________



By: ______________________________
    Title:





                                      -25-




<PAGE>   1

                                                                       EXHIBIT 5

                                                                   June 30, 1995

American International Group,
  70 Pine Street,
    New York, New York 10270.

Dear Sirs:

          In connection with the registration under the Securities Act of 1933
(the "Act") of $500,000,000 aggregate amount of debt securities (the
"Securities") of American International Group, a Delaware corporation (the
"Company"), we, as your counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.

          Upon the basis of such examination, we advise you that, in our
opinion, when the Registration Statement has become effective under the Act, the
terms of the Securities and of their issuance and sale have been duly
established in conformity with the Indenture relating to the Securities so as
not to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and the Securities have been


<PAGE>   2

American International Group                                                 -2-

duly executed and authenticated in accordance with the Indenture and
 issued and
sold as contemplated in the Registration Statement, the Securities will
constitute valid and legally binding obligations of the Company, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

          We note that, as of the date of this opinion, a judgment for money in
an action based on a Security denominated in a foreign currency or currency unit
in a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated into United States dollars will depend upon
various factors, including which court renders the judgment. In the case of a
Security denominated in a foreign currency, a state court in the State of New
York rendering a judgment on such Security would be required under Section 27 of
the New York Judiciary Law to render such judgment in the foreign currency in
which the Security is denominated, and such judgment would be



<PAGE>   3

American International Group                                                 -3-


converted into United States dollars at the exchange rate prevailing on the date
of entry of the judgment.

          The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.

          We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible, and we have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee thereunder, an assumption which we have
not independently verified.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Legal
Opinions" in the Prospectus. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act.

                                                  Very truly yours,

                                                  /s/ SULLIVAN & CROMWELL




<PAGE>   1
 
                                                                   EXHIBIT 23(A)
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
    We consent to the incorporation by reference in this registration statement
of American International Group, Inc. on Form S-3 of our report, which includes
an explanatory paragraph relating to accounting changes for investments in
certain fixed maturity securities in 1993, and in 1992 for income taxes and
postretirement benefits other than pensions, dated February 23, 1995, on our
audits of the consolidated financial statements and financial statement
schedules of American International Group, Inc. and subsidiaries as of December
31, 1994 and 1993 and for each of the three years in the period ended December
31, 1994, which report is included in the Annual Report on Form 10-K for the
year ended December 31, 1994. We also consent to the reference to our firm under
the caption "Experts".
 
                                          /s/  COOPERS & LYBRAND L.L.P.
 
New York, New York
June 28, 1995





<PAGE>   1

================================================================================


                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                               13-5160382
(State of incorporation                                (I.R.S. employer
if not a U.S. national bank)                           identification no.)

48 Wall Street, New York, N.Y.                         10286
(Address of principal executive offices)               (Zip code)


                       American International Group, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                               13-2592361
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                         identification no.)

70 Pine Street
New York, New York                                     10270
(Address of principal executive offices)               (Zip code)

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

                                 Debt Securities
                       (Title of the indenture securities)

================================================================================


<PAGE>   2

1.   General information.  Furnish the following information as to the Trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

- --------------------------------------------------------------------------------
                  Name                                        Address
- --------------------------------------------------------------------------------

     Superintendent of Banks of the State of      2 Rector Street, New York,
     New York                                     N.Y.  10006, and Albany, N.Y.
                                                  12203

     Federal Reserve Bank of New York             33 Liberty Plaza, New York,
                                                  N.Y.  10045


     Federal Deposit Insurance Corporation        Washington, D.C.  20429

     New York Clearing House Association          New York, New York

     (b)  Whether it is authorized to exercise corporate trust powers.

     Yes.

2.   Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     None. (See Note on page 3.)

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule
     7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the
     Commission's Rules of Practice.

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

                                       -2-


<PAGE>   3

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.

                                      NOTE

     Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.

     Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

                                      - 3 -


<PAGE>   4

                                    SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 29th day of June, 1995.

                                        THE BANK OF NEW YORK


                                        By:    /S/ MARY LAGUMINA
                                           -------------------------------
                                           Name:  MARY LAGUMINA
                                           Title: ASSISTANT VICE PRESIDENT


                                       -4-


<PAGE>   5

                                                                       Exhibit 7

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                     of 48 Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 1995,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.


<TABLE>
<CAPTION>
                                                 Dollar Amounts
ASSETS                                            in Thousands
<S>                                                <C>        
Cash and balances due from depos-
  itory institutions:
  Noninterest-bearing balances and
  currency and coin ..................             $ 3,575,856
  Interest-bearing balances ..........                 747,540
Securities:
  Held-to-maturity securities ........               1,283,680
  Available-for-sale securities ......               1,615,292
Federal funds sold in domestic
  offices of the bank ................               5,577,896
Loans and lease financing
  receivables:
  Loans and leases, net of unearned
    income ...........................              24,763,265
  LESS: Allowance for loan and
    lease losses .....................                 532,411
  LESS: Allocated transfer risk
   reserve ...........................                  28,558
  Loans and leases, net of unearned
    income, allowance, and reserve                  24,202,296
Assets held in trading accounts ......               1,502,750
Premises and fixed assets (including
  capitalized leases) ................                 618,958
Other real estate owned ..............                  47,755
Investments in unconsolidated
  subsidiaries and associated
  companies ..........................                 184,149
Customers' liability to this bank on
  acceptances outstanding ............               1,018,696
Intangible assets ....................                 101,149
Other assets .........................               1,227,291
Total assets .........................             $41,703,316

LIABILITIES
Deposits:
  In domestic offices ................             $18,543,633
  Noninterest-bearing ................               6,949,896
  Interest-bearing ...................              11,593,737
  In foreign offices, Edge and
  Agreement subsidiaries, and IBFs ...              11,303,075
  Noninterest-bearing ................                  65,927
  Interest-bearing ...................              11,237,148
</TABLE>




<PAGE>   6


<TABLE>
<S>                                                <C>        
Federal funds purchased and secu-
  rities sold under agreements to re-
  purchase in domestic offices of
  the bank and of its Edge and
  Agreement subsidiaries, and in
  IBFs:
  Federal funds purchased ............               1,327,537
  Securities sold under agreements
    to repurchase ....................                  37,400
Demand notes issued to the U.S.
  Treasury ...........................                  97,827
Trading liabilities ..................               1,349,293
Other borrowed money:
  With original maturity of one year
    or less ..........................               2,027,148
  With original maturity of more than
    one year .........................                 313,877
Bank's liability on acceptances exe-
  cuted and outstanding ..............               1,018,848
Subordinated notes and debentures ....               1,056,320
Other liabilities ....................               1,435,093
Total liabilities ....................              38,510,051

EQUITY CAPITAL
Common stock ........................                  942,284
Surplus .............................                  525,666
Undivided profits and capital
  reserves ..........................                1,753,592
Net unrealized holding gains
  (losses) on available-for-sale
  securities ........................                 (22,501)
Cumulative foreign currency transla-
  tion adjustments ..................                  (5,776)
Total equity capital ................                3,193,265
Total liabilities and equity
  capital ...........................              $41,703,316
</TABLE>



   I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                               Robert E. Keilman

   We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

   Thomas A. Renyi
   J. Carter Bacot           Directors
   Alan R. Griffith