-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CGyacTZMH56UF9DzNI8OGPTpmwQg9p+oYXWEDjDEn078n4HNkL31XYJ0nJYEwivE uzxlSsZkc5G01psFNyxjaQ== 0000899243-98-002186.txt : 19981123 0000899243-98-002186.hdr.sgml : 19981123 ACCESSION NUMBER: 0000899243-98-002186 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981118 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-3MEF SEC ACT: SEC FILE NUMBER: 333-67515 FILM NUMBER: 98754925 BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7135221111 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on November 18, 1998 REGISTRATION NO. 333- - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________ AMERICAN GENERAL CORPORATION (Exact name of registrant as specified in its charter)
Texas 6719 74-0483432 (State or other jurisdiction of (Primary Standard (I.R.S. Employer incorporation or organization) Industrial Classification Identification No.) Code Number)
2929 Allen Parkway Houston, Texas 77019 (713) 522-1111 (address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ___________________________ Mark S. Berg, Esq. Executive Vice President and General Counsel American General Corporation 2929 Allen Parkway Houston, Texas 77019 (713) 522-1111 (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 effective date of this Registration Statement. 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. [X] Registration No. 333-37851 If this form is a post-effective amendment filed pursuant to Rule 462(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE
- - -------------------------------------------------------------------------------------------- Proposed Maximum Proposed Aggregate Maximum Amount of Title of Securities Amount to be Price per Aggregate Registration to be Registered Registered Unit Offering Price Fee - - -------------------------------------------------------------------------------------------- Common Stock, par value $0.50 per share 10,000 shares(1) $69.344(2) $693,440(2) $192.78 - - -----------------------------------------------------------------------------------------------------
(1) Also includes associated Series A Junior Participating Preferred Stock Purchase Rights, which Rights (a) are not currently separable from the shares of Common Stock and (b) are not currently exercisable. (2) Estimated solely for purposes of determining the amount of the registration fee pursuant to Rule 457(c), based on the average of the high and low prices reported on the New York Stock Exchange Composite Tape on November 13, 1998. EXPLANATORY NOTE This Registration Statement is being filed in accordance with General Instruction IV to Form S-3 and Rule 462(b) under The Securities Act of 1933, as amended, to register additional shares of Common Stock for The United States Life Insurance Company Retirement Plan for General Agents and Producers. The contents of the Registration Statement on Form S-3 (Registration No. 333-37851) filed by American General Corporation with the Securities and Exchange Commission on October 14, 1997, are incorporated herein by reference. PART II INFORMATION NOT REQUIRED IN PROSPECTUS The following documents are filed as part of this Registration Statement in accordance with General Instruction IV to Form S-3: Item 16. Exhibits. 5 Opinion and Consent of Susan A. Jacobs, Esq. 23(a) Consent of Ernst & Young LLP 23(b) Consent of Susan A. Jacobs, Esq. (included in Exhibit 5 to this Registration Statement) 24 Powers of Attorney II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Houston, State of Texas, on the 18th day of November, 1998. AMERICAN GENERAL CORPORATION By /s/ Mark S. Berg -------------------------------------- Mark S. Berg Executive Vice President and General Counsel 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 and on the dates indicated.
Signature Title Date ----------- ------- ------ Robert M. Devlin* Chairman, Chief - - ----------------------------------- Executive Officer and Director November 18, 1998 Robert M. Devlin (Principal Executive Officer) /s/ Ellen H. Masterson Senior Vice-President and Chief - - ----------------------------------- Financial Officer November 18, 1998 Ellen H. Masterson (Principal Financial Officer) /s/ Pamela J. Penny Vice President and - - ----------------------------------- Controller November 18, 1998 Pamela J. Penny (Controller) J. Evans Attwell* Director November 18, 1998 - - ----------------------------------- J. Evans Attwell Brady F. Carruth* Director November 18, 1998 - - ----------------------------------- Brady F. Carruth
II-2
Signature Title Date ----------- ------- ------ W. Lipscomb Davis, Jr.* Director November 18, 1998 - - ----------------------------------- W. Lipscomb Davis, Jr. Larry D. Horner* Director November 18, 1998 - - ----------------------------------- Larry D. Horner Michael E. Murphy* Director November 18, 1998 - - ----------------------------------- Michael E. Murphy Richard J. V. Johnson* Director November 18, 1998 - - ----------------------------------- Richard J. V. Johnson Jon P. Newton* Director November 18, 1998 - - ----------------------------------- Jon P. Newton Michael J. Poulos* Director November 18, 1998 - - ----------------------------------- Michael J. Poulos Robert E. Smittcamp* Director November 18, 1998 - - ----------------------------------- Robert E. Smittcamp Anne M. Tatlock* Director November 18, 1998 - - ----------------------------------- Anne M. Tatlock *By: /s/ Mark S. Berg ------------------------------- Mark S. Berg (Attorney-in-fact)
II-3 INDEX OF EXHIBITS
Sequentially Exhibit Numbered Number Exhibit Page --------- --------- ------ 5 Opinion and Consent of Susan A. Jacobs, Esq. 8 23(a) Consent of Ernst & Young LLP 9 23(b) Consent of Susan A. Jacobs, Esq. (included in Exhibit 5 to this Registration Statement) * 24 Power of Attorney 10
EX-5 2 OPINION AND CONSENT OF SUSAN A. JACOBS EXHIBIT 5 November 18, 1998 American General Corporation 2929 Allen Parkway Houston, Texas 77019 Ladies and Gentlemen: I have acted as counsel to American General Corporation, a Texas corporation ("American General") in connection with the proposed issuance and sale by American General, of up to 10,000 shares of its $.50 par value Common Stock (the "Common Stock") pursuant to The United States Life Insurance Company Retirement Plan for General Agents and Producers (the "Plan") under American General's Registration Statement on Form S-3 (the "Registration Statement") which is being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"). In this connection, I have examined such documents, certificates, records, authorizations and proceedings as I have deemed necessary in order to give the opinions expressed herein. Based upon such examination, I advise you that, in my opinion, when (i) the Registration Statement has become effective under the Act, and American General has complied in all material respects with applicable state securities or blue sky laws; and (ii) the shares of Common Stock have been issued pursuant to the Plan as described in the prospectus of the Plan, 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. This opinion is furnished to you in connection with the proposed issuance and sale by American General of its Common Stock pursuant to the Plan and may not be relied upon for any other purpose or by any other person or furnished to anyone else without the prior written consent of the undersigned. I hereby consent to the filing of this opinion as an exhibit to 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 Act, or the rules and regulations of the Securities and Exchange Commission issued thereunder. Very truly yours, /s/ SUSAN A. JACOBS ------------------- Susan A. Jacobs Deputy General Counsel EX-23.A 3 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in American General Corporation's ("AGC") Registration Statement on Form S-3 for the registration of AGC Common Stock pertaining to The United States Life Insurance Company Retirement Plan for General Agents and Producers of our report dated February 26, 1998, with respect to the consolidated financial statements of AGC included in its Annual Report on Form 10-K for the year ended December 31, 1997, and our report dated March 27, 1998, with respect to the related financial statement schedules of AGC included therein, all filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Houston, Texas November 18, 1998 EX-24 4 POWER OF ATTORNEY EXHIBIT 24 American General Corporation: Board of Directors Date: November 6, 1998 Subject: Form S-3; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain - - ------- officers of American General Corporation to execute, on behalf of the undersigned person, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other related documents, and to make the necessary filings with the SEC. LIMITED POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents related thereto; NOW, THEREFORE, the undersigned in his/her capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint JON P. NEWTON, MARK S. BERG and ELLEN H. MASTERSON, and each of them, severally, his/her true and lawful attorney or attorneys-in-fact with or without the other and with full power of substitution and resubstitution, to execute in his/her name, place, and stead, in his/her capacity as a director or officer or both, as the case may be, of the Company, one or more Registration Statements on Form S-3 (including any necessary Registration Statements filed pursuant to General Instruction IV to Form S-3) and any and all amendments thereto as said attorneys-in-fact or either 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 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 6th day of November, 1998. /s/ ROBERT M. DEVLIN --------------------- American General Corporation: Board of Directors Date: November 6, 1998 Subject: Form S-3; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain - - ------- officers of American General Corporation to execute, on behalf of the undersigned person, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other related documents, and to make the necessary filings with the SEC. LIMITED POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents related thereto; NOW, THEREFORE, the undersigned in his/her capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint JON P. NEWTON, MARK S. BERG and ELLEN H. MASTERSON, and each of them, severally, his/her true and lawful attorney or attorneys-in-fact with or without the other and with full power of substitution and resubstitution, to execute in his/her name, place, and stead, in his/her capacity as a director or officer or both, as the case may be, of the Company, one or more Registration Statements on Form S-3 (including any necessary Registration Statements filed pursuant to General Instruction IV to Form S-3) and any and all amendments thereto as said attorneys-in-fact or either 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 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 6th day of November, 1998. /s/ J. EVANS ATTWELL -------------------- American General Corporation: Board of Directors Date: November 6, 1998 Subject: Form S-3; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain - - ------- officers of American General Corporation to execute, on behalf of the undersigned person, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other related documents, and to make the necessary filings with the SEC. LIMITED POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents related thereto; NOW, THEREFORE, the undersigned in his/her capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint JON P. NEWTON, MARK S. BERG and ELLEN H. MASTERSON, and each of them, severally, his/her true and lawful attorney or attorneys-in-fact with or without the other and with full power of substitution and resubstitution, to execute in his/her name, place, and stead, in his/her capacity as a director or officer or both, as the case may be, of the Company, one or more Registration Statements on Form S-3 (including any necessary Registration Statements filed pursuant to General Instruction IV to Form S-3) and any and all amendments thereto as said attorneys-in-fact or either 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 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 6th day of November, 1998. /s/ BRADY F. CARRUTH -------------------- American General Corporation: Board of Directors Date: November 6, 1998 Subject: Form S-3; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain - - ------- officers of American General Corporation to execute, on behalf of the undersigned person, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other related documents, and to make the necessary filings with the SEC. LIMITED POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents related thereto; NOW, THEREFORE, the undersigned in his/her capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint JON P. NEWTON, MARK S. BERG and ELLEN H. MASTERSON, and each of them, severally, his/her true and lawful attorney or attorneys-in-fact with or without the other and with full power of substitution and resubstitution, to execute in his/her name, place, and stead, in his/her capacity as a director or officer or both, as the case may be, of the Company, one or more Registration Statements on Form S-3 (including any necessary Registration Statements filed pursuant to General Instruction IV to Form S-3) and any and all amendments thereto as said attorneys-in-fact or either 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 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 6th day of November, 1998. /s/ W. LIPSCOMB DAVIS, JR. --------------------------- American General Corporation: Board of Directors Date: November 6, 1998 Subject: Form S-3; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain - - ------- officers of American General Corporation to execute, on behalf of the undersigned person, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other related documents, and to make the necessary filings with the SEC. LIMITED POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents related thereto; NOW, THEREFORE, the undersigned in his/her capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint JON P. NEWTON, MARK S. BERG and ELLEN H. MASTERSON, and each of them, severally, his/her true and lawful attorney or attorneys-in-fact with or without the other and with full power of substitution and resubstitution, to execute in his/her name, place, and stead, in his/her capacity as a director or officer or both, as the case may be, of the Company, one or more Registration Statements on Form S-3 (including any necessary Registration Statements filed pursuant to General Instruction IV to Form S-3) and any and all amendments thereto as said attorneys-in-fact or either 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 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 6th day of November, 1998. /s/ LARRY D. HORNER -------------------- American General Corporation: Board of Directors Date: November 6, 1998 Subject: Form S-3; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain - - ------- officers of American General Corporation to execute, on behalf of the undersigned person, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other related documents, and to make the necessary filings with the SEC. LIMITED POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents related thereto; NOW, THEREFORE, the undersigned in his/her capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint JON P. NEWTON, MARK S. BERG and ELLEN H. MASTERSON, and each of them, severally, his/her true and lawful attorney or attorneys-in-fact with or without the other and with full power of substitution and resubstitution, to execute in his/her name, place, and stead, in his/her capacity as a director or officer or both, as the case may be, of the Company, one or more Registration Statements on Form S-3 (including any necessary Registration Statements filed pursuant to General Instruction IV to Form S-3) and any and all amendments thereto as said attorneys-in-fact or either 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 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 6th day of November, 1998. /s/ RICHARD J. V. JOHNSON -------------------------- American General Corporation: Board of Directors Date: November 6, 1998 Subject: Form S-3; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain - - ------- officers of American General Corporation to execute, on behalf of the undersigned person, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other related documents, and to make the necessary filings with the SEC. LIMITED POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents related thereto; NOW, THEREFORE, the undersigned in his/her capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint JON P. NEWTON, MARK S. BERG and ELLEN H. MASTERSON, and each of them, severally, his/her true and lawful attorney or attorneys-in-fact with or without the other and with full power of substitution and resubstitution, to execute in his/her name, place, and stead, in his/her capacity as a director or officer or both, as the case may be, of the Company, one or more Registration Statements on Form S-3 (including any necessary Registration Statements filed pursuant to General Instruction IV to Form S-3) and any and all amendments thereto as said attorneys-in-fact or either 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 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 6th day of November, 1998. /s/ MICHAEL E. MURPHY ---------------------- American General Corporation: Board of Directors Date: November 6, 1998 Subject: Form S-3; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain - - ------- officers of American General Corporation to execute, on behalf of the undersigned person, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other related documents, and to make the necessary filings with the SEC. LIMITED POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents related thereto; NOW, THEREFORE, the undersigned in his/her capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint JON P. NEWTON, MARK S. BERG and ELLEN H. MASTERSON, and each of them, severally, his/her true and lawful attorney or attorneys-in-fact with or without the other and with full power of substitution and resubstitution, to execute in his/her name, place, and stead, in his/her capacity as a director or officer or both, as the case may be, of the Company, one or more Registration Statements on Form S-3 (including any necessary Registration Statements filed pursuant to General Instruction IV to Form S-3) and any and all amendments thereto as said attorneys-in-fact or either 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 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 6th day of November, 1998. /s/ JON P. NEWTON ------------------ American General Corporation: Board of Directors Date: November 6, 1998 Subject: Form S-3; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain - - ------- officers of American General Corporation to execute, on behalf of the undersigned person, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other related documents, and to make the necessary filings with the SEC. LIMITED POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents related thereto; NOW, THEREFORE, the undersigned in his/her capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint JON P. NEWTON, MARK S. BERG and ELLEN H. MASTERSON, and each of them, severally, his/her true and lawful attorney or attorneys-in-fact with or without the other and with full power of substitution and resubstitution, to execute in his/her name, place, and stead, in his/her capacity as a director or officer or both, as the case may be, of the Company, one or more Registration Statements on Form S-3 (including any necessary Registration Statements filed pursuant to General Instruction IV to Form S-3) and any and all amendments thereto as said attorneys-in-fact or either 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 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 6th day of November, 1998. /s/ MICHAEL J. POULOS ---------------------- American General Corporation: Board of Directors Date: November 6, 1998 Subject: Form S-3; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain - - ------- officers of American General Corporation to execute, on behalf of the undersigned person, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other related documents, and to make the necessary filings with the SEC. LIMITED POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents related thereto; NOW, THEREFORE, the undersigned in his/her capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint JON P. NEWTON, MARK S. BERG and ELLEN H. MASTERSON, and each of them, severally, his/her true and lawful attorney or attorneys-in-fact with or without the other and with full power of substitution and resubstitution, to execute in his/her name, place, and stead, in his/her capacity as a director or officer or both, as the case may be, of the Company, one or more Registration Statements on Form S-3 (including any necessary Registration Statements filed pursuant to General Instruction IV to Form S-3) and any and all amendments thereto as said attorneys-in-fact or either 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 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 6th day of November, 1998. /s/ ROBERT E. SMITTCAMP ------------------------ American General Corporation: Board of Directors Date: November 6, 1998 Subject: Form S-3; Limited Power of Attorney for Purpose. The purpose of this limited power of attorney is to authorize certain - - ------- officers of American General Corporation to execute, on behalf of the undersigned person, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other related documents, and to make the necessary filings with the SEC. LIMITED POWER OF ATTORNEY WHEREAS, AMERICAN GENERAL CORPORATION, a Texas corporation (the "Company"), will file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, one or more Registration Statements on Form S-3, in connection with the registration of shares of Company common stock to be used in connection with The United States Life Insurance Company Retirement Plan for General Agents and Producers, with such amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents related thereto; NOW, THEREFORE, the undersigned in his/her capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint JON P. NEWTON, MARK S. BERG and ELLEN H. MASTERSON, and each of them, severally, his/her true and lawful attorney or attorneys-in-fact with or without the other and with full power of substitution and resubstitution, to execute in his/her name, place, and stead, in his/her capacity as a director or officer or both, as the case may be, of the Company, one or more Registration Statements on Form S-3 (including any necessary Registration Statements filed pursuant to General Instruction IV to Form S-3) and any and all amendments thereto as said attorneys-in-fact or either 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 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 6th day of November, 1998. /s/ ANNE M. TATLOCK -------------------- -----END PRIVACY-ENHANCED MESSAGE-----