This all has to do with Maurice "Hank" Greenberg, who spent 37 years building AIG into an insurance industry leader. He was forced to resign last month amid a widening probe into the company's financial practices.

While his departure stripped him of his leading role at AIG, Greenberg remains a major shareholder and director of a private organization that owns about 12 percent of AIG stock and directs much of the deferred compensation for AIG's top managers, past and present.

"We have a former CEO and chairman who is under close scrutiny still being able to control the financial packages awarded to the new CEO and executives at the company," said Gerald Silk, a partner specializing in shareholder lawsuits at the law firm of Bernstein Litowitz Berger & Grossman. "It is a very big problem for AIG that he could be exerting control over the current officers."

This wasn't the way that AIG had intended its 30-year-old retention program to go. For many years, Starr International has done a good job managing AIG's deferred pay plan. That relationship suddenly has been thrust into the spotlight amid the news of widespread financial irregularities at AIG, which is under investigation by New York Attorney General Eliot Spitzer as well as the Securities and Exchange Commission.

On March 30, AIG admitted to a broad range of improper accounting that could end up slashing its $82.87 billion net worth by about $1.7 billion, or 2 percent. AIG listed numerous areas where it had identified accounting problems, including the way it booked deals with Caribbean-based insurance companies. It has delayed the release of its 2004 annual report.

That acknowledgment came two weeks after the 79-year-old Greenberg was removed as CEO by the board of directors, and just days after he decided to retire as chairman as allegations against the company mounted.