-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, i9eaDwwmTd0DOID2sXFH+DVzLmhDrj2a4fYQ039S5ooV6FxcX9Pmu/0sHCnY94SL CnORfOnZ4EuNUMCqOFA5/g== 0000005103-94-000006.txt : 19940121 0000005103-94-000006.hdr.sgml : 19940121 ACCESSION NUMBER: 0000005103-94-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940120 19940208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN GENERAL CORP /TX/ CENTRAL INDEX KEY: 0000005103 STANDARD INDUSTRIAL CLASSIFICATION: 6311 IRS NUMBER: 740483432 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-51973 FILM NUMBER: 94502104 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135221111 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on January 20, 1994 Registration No. _____________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN GENERAL CORPORATION (Exact name of registrant as specified in its charter) TEXAS 74-0483432 (State of incorporation) (I.R.S. Employer Identification No.) 2929 Allen Parkway, Houston, Texas 77019 (Address of Principal Executive Offices) (Zip Code) AMERICAN GENERAL CORPORATION 1984 STOCK AND INCENTIVE PLAN (AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 8, 1994) (Full title of the plan) Jon P. Newton, Esq. Senior Vice President and General Counsel 2929 Allen Parkway, Houston, Texas 77019 (713) 522-1111 (Name, address, and telephone number (including area code) of Agent for Service) Calculation of Registration Fee Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price per offering registration registered registered share(1) price fee Common Stock, par value $.50 5,700,000 shares $29.00 $165,300,000 $57,000 (1) Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Common Stock for January 14, 1994, as published in The Wall Street Journal New York Stock Exchange Composite Transactions Listing. PART II Item 3. Incorporation of Documents by Reference This registration statement incorporates herein by reference the following documents which have been filed (File No. 1-7981) with the Securities and Exchange Commission (the "Commission") by American General Corporation (the "registrant") pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"): 1. The registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 2. The registrant's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1993; June 30, 1993; and September 30, 1993. 3. The registrant's Current Reports on Form 8-K dated February 4, 1993; March 5, 1993 (filed March 9, 1993); March 5, 1993 (filed March 11, 1993); March 9, 1993; May 21, 1993; August 3, 1993; September 9, 1993; September 20, 1993; and November 29, 1993. 4. The description of Common Stock of American General Corporation contained in the Registration Statement on Form 8-B dated June 25, 1980, as amended by Amendment No. 1 on Form 8 dated December 22, 1983. 5. The description of American General Corporation preferred share purchase rights contained in the Registration Statement on Form 8-A dated July 31, 1989, as amended by Amendment No. 1 on Form 8 dated August 7, 1989. Each document filed by the registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing such documents. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement 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 statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities Not Applicable. II-1 Item 5. Interests of Named Experts and Counsel The validity of the shares of the registrant's Common Stock, par value $.50 ("CommonStock") issuable pursuant to the Plan hasbeen passed upon by Jon P. Newton, who is Senior Vice President and General Counsel of the registrant. Mr. Newton beneficially owns and has options to purchase shares of Common Stock, and he may be a participant in the Plan. Item 6. Indemnification of Directors and Officers Article 2.02-1 of the Texas Business Corporation Act contains detailed provisions with respect to indemnification of directors and officers of a Texas corporation against certainjudgments, penalties (including excise and similar taxes), fines, amounts paid in settlement, and expenses (including court costs and attorneys'fees) actually incurred in connectionwith certain legal proceedings. In addition, Article VI of the registrant's Bylaws sets forth certain rights of the registrant's officers and directors to indemnification. The registrant has placed in effect insurance coverage which purports (a) to insureit against certain costsof indemnification which maybe incurred by it pursuant to the aforementioned Bylaw provisions or otherwise, and (b) to insure the officers and directors of the registrant and of specified subsidiaries against certain liabilitiesincurred by them in thedischarge of their functions as officersand directors except for liabilitiesarising from their own malfeasance. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits The following documents are filed as a part of this registration statement or incorporated by reference herein: Exhibit Number Description 4.1 Article Four of Restated Articles of Incorporation of American General Corporation, as amended by Statement of Resolution establishing series of shares of Series A Junior Participating Preferred Stock of American General Corporation (incorporated herein by reference to Exhibit 4.1 to Registration Statement of American General Corporation on Form S-3 dated January 24, 1990, Registration Statement No. 33-33115). II-2 4.2 Specimen certificate representing Common Stock of American General Corporation (incorporated herein by reference to Exhibit 4.4 to Registration Statement of American General Corporation on Form S-14 dated November 21, 1983, Registration Statement No. 2-87974). 4.3 Rights Agreement dated as of July 27, 1989 between American General Corporation and Texas Commerce Bank National Association (incorporated herein by reference to Exhibit 4 to Form 10-Q of American General Corporation for the quarter ended June 30, 1989, File No. 1-7981). II-3 Exhibit Number Description 4.4 First Amendment dated as of October 26, 1992 to Rights Agreement dated as of July 27, 1989 between American General Corporation and First Chicago Trust Company of New York (incorporated by reference to Exhibit 4.4 to Registration Statement of American General Corporation on Form S-3 dated November 15, 1993, Registration No. 33-51045). 5 Opinion of Jon P. Newton, Senior Vice President and General Counsel of American General Corporation as to the validity of original issuance securities under the Plan. 23.1 Consent of Ernst & Young, Independent Auditors. 23.2 Consent of Jon P. Newton, Senior Vice President and General Counsel of American General Corporation, is contained in his opinion included herewith as Exhibit 5. 24 Powers of Attorney authorizing certain officers of the registrant to sign this registration statement, including amendments, on behalf of certain officers and the directors of American General Corporation. Item 9. Undertakings 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; (iii) To include any material 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 paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. II-4 (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. The undersigned registrant hereby undertakes 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 Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the 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 Bylaws and other provisions summarized in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the 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 questions 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-5 SIGNATURES The Registrant Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believethat it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on January 18, 1994. AMERICAN GENERAL CORPORATION By: AUSTIN P. YOUNG Austin P. Young Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date HAROLD S. HOOK* Chairman of the Board and January 18, 1994 (Harold S. Hook) Chief Executive Officer AUSTIN P. YOUNG Senior Vice President and January 18, 1994 (Austin P. Young) Chief Financial Officer PAMELA J. PENNY Controller January 18, 1994 (Pamela J. Penny) J. EVANS ATTWELL* Director (J. Evans Attwell) THOMAS D. BARROW* Director (Thomas D. Barrow) BRADY F. CARRUTH* Director (Brady F. Carruth) W. LIPSCOMB DAVIS, JR.* Director II-6 (W. Lipscomb Davis, Jr.) II-7 Signature Title Date ROBERT M. DEVLIN* Director (Robert M. Devlin) LARRY D. HORNER* Director (Larry D. Horner) RICHARD J. V. JOHNSON* Director (Richard J. V. Johnson) ROBERT E. SMITTCAMP* Director (Robert E. Smittcamp) JAMES R. TUERFF* Director (James R. Tuerff) *By: JON P. NEWTON January 18, 1994 (Jon P. Newton, Attorney-in-fact) II-8 INDEX TO EXHIBITS Exhibit Number Description 4.1 Article Four of Restated Articles of Incorporation of American General Corporation, as amended by Statement of Resolution establishing series of shares of Series A Junior Participating Preferred Stock of American General Corporation (incorporated herein by reference to Exhibit 4.1 to Registration Statement of American General Corporation on Form S-3 dated January 24, 1990, Registration Statement No. 33-33115). 4.2 Specimen certificate representing Common Stock of American General Corporation (incorporated herein by reference to Exhibit 4.4 to Registration Statement of American General Corporation on Form S-14 dated November 21, 1983, Registration Statement No. 2- 87974). 4.3 Rights Agreement dated as of July 27, 1989 between American General Corporation and Texas Commerce Bank National Association (incorporated herein by reference to Exhibit 4 to Form 10-Q of American General Corporation for the quarter ended June 30, 1989, File No. 1-7981). 4.4 First Amendment dated as of October 26, 1992 to Rights Agreement dated as of July 27, 1989 between American General Corporation and First Chicago Trust Company of New York (incorporated by reference to Exhibit 4.4 to Registration Statement of American General Corporation on Form S-3 dated November 15, 1993, Registration No. 33-51045). 5 Opinion of Jon P. Newton, Senior Vice President and General Counsel of American General Corporation as to the validity of original issuance securities under the Plan. 23.1 Consent of Ernst & Young, Independent Auditors. 23.2 Consent of Jon P. Newton, Senior Vice President and General Counsel of American General Corporation, is contained in his opinion included herewith as Exhibit 5. 24 Powers of Attorney authorizing Harold S. Hook, Michael J. Poulos, and Kurt G. Schreiber to sign this registration statement, including amendments, on behalf of certain officers and the directors of American General Corporation. EX-5 2 EXHIBIT 5 January 18, 1994 American General Corporation 2929 Allen Parkway Houston, Texas 77019 Gentlemen: Reference is made to the proposed issuance and sale by American General Corporation, a Texas corporation (the "Company"), of up to 5,700,000 shares of its $.50 par value Common Stock (the "Common Stock") pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994) (the "Plan") under the Company's Registration Statement on Form S-8 (the "Registration Statement") which is being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. I have acted as counsel for the Company in connection with the Plan. I have familiarized myself with the certificates and documents pertaining to the Company that I have considered necessary or appropriate for the purposes of this opinion. Based upon such examination, I advise you that, in my opinion, when (i) the Registration Statement has become effective under the Securities Act of 1933, as amended, and applicable state securities or blue sky laws have been complied with; and (ii) the shares of Common Stock mentioned above have been issued pursuant to the Plan as described in the Prospectus, for a consideration of not less than the aggregate par value thereof, the Common Stock so issued will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption "Interests of Named Experts and Counsel" in Item 5 of the Registration Statement. By giving such consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder. Very truly yours, JON P. NEWTON EX-23 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Form S-8 Registration Statement and prospectus pertaining to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994) of our report dated February 17, 1993, with respect to the consolidated financial statements of American General Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1992, and our report dated March 24, 1993 with respect to the related financial statement schedules included therein, filed with the Securities and Exchange Commisssion. ERNST & YOUNG Houston, Texas January 18, 1994 EX-24 4 EXHIBIT 24 American General Corporation: Board of Directors Date: April 29, 1993 Subject: SEC Registration Statements; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain officers of the company to execute, on behalf of the undersigned person, the company's (1) Form S-8 Registration Statement and related documents for common stock to be offered pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994), and (2) Post-Effective Amendment No. 1 to the company's Registration Statement No. 2-80353 on Form S-8 to deregister shares that were not issued under the terminated 1982 American General Corporation Incentive Stock Option Plan. LIMITED POWER OF ATTORNEY AMENDED 1984 PLAN WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (company), will file with the Securities and Exchange Commission (Commission) under the Securities Act of 1933, as amended (Act), a Registration Statement on Form S-8 (Registration Statement), with such amendments as may be necessary or appropriate, together with any and all exhibits and other documents related thereto, in connection with shares of the company's common stock, par value $.50 per share, to be issued to participants pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994) (the "Plan"); NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, (i) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, the Registration Statement including the exhibits thereto and any and all amendments thereto as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto; and (ii) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify the securities being offered and to register or license the company as a broker or dealer in securities under the securities or blue-sky laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statement and Plan; and TERMINATED 1982 PLAN WHEREAS, the company will file with the Commission under the Act, its Post-Effective Amendment No. 1 of Registration Statement No. 2-80353 on Form S-8 (the "Amendment"), together with any and all exhibits and other documents related thereto, in order to deregister shares that were not issued under the 1982 American General Corporation Incentive Stock Option Plan; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in- fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the company, the Amendment as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with such Registration Statement and Amendment or related securities or blue-sky filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 29th day of April, 1993. J. EVANS ATTWELL American General Corporation: Board of Directors Date: April 29, 1993 Subject: SEC Registration Statements; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain officers of the company to execute, on behalf of the undersigned person, the company's (1) Form S-8 Registration Statement and related documents for common stock to be offered pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994), and (2) Post-Effective Amendment No. 1 to the company's Registration Statement No. 2-80353 on Form S-8 to deregister shares that were not issued under the terminated 1982 American General Corporation Incentive Stock Option Plan. LIMITED POWER OF ATTORNEY AMENDED 1984 PLAN WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (company), will file with the Securities and Exchange Commission (Commission) under the Securities Act of 1933, as amended (Act), a Registration Statement on Form S-8 (Registration Statement), with such amendments as may be necessary or appropriate, together with any and all exhibits and other documents related thereto, in connection with shares of the company's common stock, par value $.50 per share, to be issued to participants pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994) (the "Plan"); NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, (i) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, the Registration Statement including the exhibits thereto and any and all amendments thereto as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto; and (ii) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify the securities being offered and to register or license the company as a broker or dealer in securities under the securities or blue-sky laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statement and Plan; and TERMINATED 1982 PLAN WHEREAS, the company will file with the Commission under the Act, its Post-Effective Amendment No. 1 of Registration Statement No. 2-80353 on Form S-8 (the "Amendment"), together with any and all exhibits and other documents related thereto, in order to deregister shares that were not issued under the 1982 American General Corporation Incentive Stock Option Plan; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in- fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the company, the Amendment as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with such Registration Statement and Amendment or related securities or blue-sky filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 29th day of April, 1993. THOMAS D. BARROW American General Corporation: Board of Directors Date: April 29, 1993 Subject: SEC Registration Statements; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain officers of the company to execute, on behalf of the undersigned person, the company's (1) Form S-8 Registration Statement and related documents for common stock to be offered pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994), and (2) Post-Effective Amendment No. 1 to the company's Registration Statement No. 2-80353 on Form S-8 to deregister shares that were not issued under the terminated 1982 American General Corporation Incentive Stock Option Plan. LIMITED POWER OF ATTORNEY AMENDED 1984 PLAN WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (company), will file with the Securities and Exchange Commission (Commission) under the Securities Act of 1933, as amended (Act), a Registration Statement on Form S-8 (Registration Statement), with such amendments as may be necessary or appropriate, together with any and all exhibits and other documents related thereto, in connection with shares of the company's common stock, par value $.50 per share, to be issued to participants pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994) (the "Plan"); NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, (i) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, the Registration Statement including the exhibits thereto and any and all amendments thereto as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto; and (ii) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify the securities being offered and to register or license the company as a broker or dealer in securities under the securities or blue-sky laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statement and Plan; and TERMINATED 1982 PLAN WHEREAS, the company will file with the Commission under the Act, its Post-Effective Amendment No. 1 of Registration Statement No. 2-80353 on Form S-8 (the "Amendment"), together with any and all exhibits and other documents related thereto, in order to deregister shares that were not issued under the 1982 American General Corporation Incentive Stock Option Plan; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in- fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the company, the Amendment as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with such Registration Statement and Amendment or related securities or blue-sky filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 29th day of April, 1993. BRADY F. CARRUTH American General Corporation: Board of Directors Date: April 29, 1993 Subject: SEC Registration Statements; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain officers of the company to execute, on behalf of the undersigned person, the company's (1) Form S-8 Registration Statement and related documents for common stock to be offered pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994), and (2) Post-Effective Amendment No. 1 to the company's Registration Statement No. 2-80353 on Form S-8 to deregister shares that were not issued under the terminated 1982 American General Corporation Incentive Stock Option Plan. LIMITED POWER OF ATTORNEY AMENDED 1984 PLAN WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (company), will file with the Securities and Exchange Commission (Commission) under the Securities Act of 1933, as amended (Act), a Registration Statement on Form S-8 (Registration Statement), with such amendments as may be necessary or appropriate, together with any and all exhibits and other documents related thereto, in connection with shares of the company's common stock, par value $.50 per share, to be issued to participants pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994) (the "Plan"); NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, (i) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, the Registration Statement including the exhibits thereto and any and all amendments thereto as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto; and (ii) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify the securities being offered and to register or license the company as a broker or dealer in securities under the securities or blue-sky laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statement and Plan; and TERMINATED 1982 PLAN WHEREAS, the company will file with the Commission under the Act, its Post-Effective Amendment No. 1 of Registration Statement No. 2-80353 on Form S-8 (the "Amendment"), together with any and all exhibits and other documents related thereto, in order to deregister shares that were not issued under the 1982 American General Corporation Incentive Stock Option Plan; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in- fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the company, the Amendment as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with such Registration Statement and Amendment or related securities or blue-sky filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 29th day of April, 1993. W. LIPSCOMB DAVIS, JR. American General Corporation: Board of Directors Date: September 30, 1993 Subject: SEC Registration Statement; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain officers of the company to execute, on behalf of the undersigned person, the company's Form S-8 Registration Statement and related documents for common stock to be offered pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994). LIMITED POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (company), will file with the Securities and Exchange Commission (Commission) under the Securities Act of 1933, as amended (Act), a Registration Statement on Form S-8 (Registration Statement), with such amendments as may be necessary or appropriate, together with any and all exhibits and other documents related thereto, in connection with shares of the company's common stock, par value $.50 per share, to be issued to participants pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994) (the "Plan"); NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, (i) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, the Registration Statement including the exhibits thereto and any and all amendments thereto as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto; and (ii) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify the securities being offered and to register or license the company as a broker or dealer in securities under the securities or blue-sky laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statement and Plan. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with such Registration Statement or related securities or blue-sky filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 30th day of September, 1993. ROBERT M. DEVLIN American General Corporation: Board of Directors Date: April 29, 1993 Subject: SEC Registration Statements; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain officers of the company to execute, on behalf of the undersigned person, the company's (1) Form S-8 Registration Statement and related documents for common stock to be offered pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994), and (2) Post-Effective Amendment No. 1 to the company's Registration Statement No. 2-80353 on Form S-8 to deregister shares that were not issued under the terminated 1982 American General Corporation Incentive Stock Option Plan. LIMITED POWER OF ATTORNEY AMENDED 1984 PLAN WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (company), will file with the Securities and Exchange Commission (Commission) under the Securities Act of 1933, as amended (Act), a Registration Statement on Form S-8 (Registration Statement), with such amendments as may be necessary or appropriate, together with any and all exhibits and other documents related thereto, in connection with shares of the company's common stock, par value $.50 per share, to be issued to participants pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994) (the "Plan"); NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, (i) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, the Registration Statement including the exhibits thereto and any and all amendments thereto as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto; and (ii) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify the securities being offered and to register or license the company as a broker or dealer in securities under the securities or blue-sky laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statement and Plan; and TERMINATED 1982 PLAN WHEREAS, the company will file with the Commission under the Act, its Post-Effective Amendment No. 1 of Registration Statement No. 2-80353 on Form S-8 (the "Amendment"), together with any and all exhibits and other documents related thereto, in order to deregister shares that were not issued under the 1982 American General Corporation Incentive Stock Option Plan; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in- fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the company, the Amendment as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with such Registration Statement and Amendment or related securities or blue-sky filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 29th day of April, 1993. HAROLD S. HOOK American General Corporation: Board of Directors Date: April 29, 1993 Subject: SEC Registration Statements; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain officers of the company to execute, on behalf of the undersigned person, the company's (1) Form S-8 Registration Statement and related documents for common stock to be offered pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994), and (2) Post-Effective Amendment No. 1 to the company's Registration Statement No. 2-80353 on Form S-8 to deregister shares that were not issued under the terminated 1982 American General Corporation Incentive Stock Option Plan. LIMITED POWER OF ATTORNEY AMENDED 1984 PLAN WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (company), will file with the Securities and Exchange Commission (Commission) under the Securities Act of 1933, as amended (Act), a Registration Statement on Form S-8 (Registration Statement), with such amendments as may be necessary or appropriate, together with any and all exhibits and other documents related thereto, in connection with shares of the company's common stock, par value $.50 per share, to be issued to participants pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994) (the "Plan"); NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, (i) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, the Registration Statement including the exhibits thereto and any and all amendments thereto as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto; and (ii) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify the securities being offered and to register or license the company as a broker or dealer in securities under the securities or blue-sky laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statement and Plan; and TERMINATED 1982 PLAN WHEREAS, the company will file with the Commission under the Act, its Post-Effective Amendment No. 1 of Registration Statement No. 2-80353 on Form S-8 (the "Amendment"), together with any and all exhibits and other documents related thereto, in order to deregister shares that were not issued under the 1982 American General Corporation Incentive Stock Option Plan; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in- fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the company, the Amendment as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with such Registration Statement and Amendment or related securities or blue-sky filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 29th day of April, 1993. LARRY D. HORNER American General Corporation: Board of Directors Date: April 29, 1993 Subject: SEC Registration Statements; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain officers of the company to execute, on behalf of the undersigned person, the company's (1) Form S-8 Registration Statement and related documents for common stock to be offered pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994), and (2) Post-Effective Amendment No. 1 to the company's Registration Statement No. 2-80353 on Form S-8 to deregister shares that were not issued under the terminated 1982 American General Corporation Incentive Stock Option Plan. LIMITED POWER OF ATTORNEY AMENDED 1984 PLAN WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (company), will file with the Securities and Exchange Commission (Commission) under the Securities Act of 1933, as amended (Act), a Registration Statement on Form S-8 (Registration Statement), with such amendments as may be necessary or appropriate, together with any and all exhibits and other documents related thereto, in connection with shares of the company's common stock, par value $.50 per share, to be issued to participants pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994) (the "Plan"); NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, (i) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, the Registration Statement including the exhibits thereto and any and all amendments thereto as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto; and (ii) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify the securities being offered and to register or license the company as a broker or dealer in securities under the securities or blue-sky laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statement and Plan; and TERMINATED 1982 PLAN WHEREAS, the company will file with the Commission under the Act, its Post-Effective Amendment No. 1 of Registration Statement No. 2-80353 on Form S-8 (the "Amendment"), together with any and all exhibits and other documents related thereto, in order to deregister shares that were not issued under the 1982 American General Corporation Incentive Stock Option Plan; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in- fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the company, the Amendment as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with such Registration Statement and Amendment or related securities or blue-sky filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 29th day of April, 1993. RICHARD J. V. JOHNSON American General Corporation: Board of Directors Date: April 29, 1993 Subject: SEC Registration Statements; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain officers of the company to execute, on behalf of the undersigned person, the company's (1) Form S-8 Registration Statement and related documents for common stock to be offered pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994), and (2) Post-Effective Amendment No. 1 to the company's Registration Statement No. 2-80353 on Form S-8 to deregister shares that were not issued under the terminated 1982 American General Corporation Incentive Stock Option Plan. LIMITED POWER OF ATTORNEY AMENDED 1984 PLAN WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (company), will file with the Securities and Exchange Commission (Commission) under the Securities Act of 1933, as amended (Act), a Registration Statement on Form S-8 (Registration Statement), with such amendments as may be necessary or appropriate, together with any and all exhibits and other documents related thereto, in connection with shares of the company's common stock, par value $.50 per share, to be issued to participants pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994) (the "Plan"); NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, (i) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, the Registration Statement including the exhibits thereto and any and all amendments thereto as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto; and (ii) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify the securities being offered and to register or license the company as a broker or dealer in securities under the securities or blue-sky laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statement and Plan; and TERMINATED 1982 PLAN WHEREAS, the company will file with the Commission under the Act, its Post-Effective Amendment No. 1 of Registration Statement No. 2-80353 on Form S-8 (the "Amendment"), together with any and all exhibits and other documents related thereto, in order to deregister shares that were not issued under the 1982 American General Corporation Incentive Stock Option Plan; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, ROY W. HALEY, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in- fact, with or without the others and with full power of substitution and resubstitution, to execute in his name, place, and stead, in his capacity as a director or officer or both, as the case may be, of the company, the Amendment as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with such Registration Statement and Amendment or related securities or blue-sky filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 29th day of April, 1993. ROBERT E. SMITTCAMP American General Corporation: Board of Directors Date: August 25, 1993 Subject: SEC Registration Statement; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain officers of the company to execute, on behalf of the undersigned person, the company's Form S-8 Registration Statement and related documents for common stock to be offered pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994). LIMITED POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (company), will file with the Securities and Exchange Commission (Commission) under the Securities Act of 1933, as amended (Act), a Registration Statement on Form S-8 (Registration Statement), with such amendments as may be necessary or appropriate, together with any and all exhibits and other documents related thereto, in connection with shares of the company's common stock, par value $.50 per share, to be issued to participants pursuant to the American General Corporation 1984 Stock and Incentive Plan (Amended and Restated Effective as of February 8, 1994) (the "Plan"); NOW, THEREFORE, the undersigned in his capacity as a director or officer, or both, as the case may be, of the company does hereby appoint HAROLD S. HOOK, MICHAEL J. POULOS, JON P. NEWTON, and KURT G. SCHREIBER and each of them, severally, his true and lawful attorney or attorneys-in-fact, with or without the others and with full power of substitution and resubstitution, (i) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, the Registration Statement including the exhibits thereto and any and all amendments thereto as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto; and (ii) to execute in his name, place, and stead, in his capacity as a director or officer, or both, as the case may be, of the company, any application, statement, petition, notice, or other document, or any amendment thereto, or any exhibit filed in connection therewith, which is required to register or qualify the securities being offered and to register or license the company as a broker or dealer in securities under the securities or blue-sky laws of all states as may be necessary or appropriate to permit the offering and sale as contemplated by said Registration Statement and Plan. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable in connection with such Registration Statement or related securities or blue-sky filings, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument this 25th day of August, 1993. JAMES R. TUERFF -----END PRIVACY-ENHANCED MESSAGE-----