-----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, Ol6+YuT4rsBKHGKW3gG8Tga9uN/7aDQ9ZqzlJtogxvWR1I8Zt4nHzwIzZ2vg45Ux CnOdMD+Kf4lYhtNZRXU6ow== 0000899243-98-000853.txt : 19980508 0000899243-98-000853.hdr.sgml : 19980508 ACCESSION NUMBER: 0000899243-98-000853 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980507 EFFECTIVENESS DATE: 19980507 SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN GENERAL CORP /TX/ CENTRAL INDEX KEY: 0000005103 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 740483432 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52103 FILM NUMBER: 98613027 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 May 7, 1998. Registration No. 333- ================================================================================ 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 DEFERRED COMPENSATION PLAN (Full Title of the Plan) MARK S. BERG, ESQ. EXECUTIVE 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(1) Registered(2) Share Price(2) Fee - ------------------------------------------------------------------------------------------- Deferred Compensation Obligations.................. =========================================================================================== Common Stock, par value $.50 per share (the "Common Stock") =========================================================================================== Total................... $10,000,000 100% $10,000,000 $ 3,125 ===========================================================================================
(1) The Deferred Compensation Obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of the American General Corporation Deferred Compensation Plan for a select group of eligible employees. (2) The amount to be registered is estimated solely for purposes of calculating the registration fee and includes such indeterminate number of shares of the Registrant's Common Stock as may be issued at indeterminate prices from time to time as one of the various investment options for participants in the American General Corporation Deferred Compensation Plan. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing the information specified in this Part I will be sent or given to employees of the Registrant who are eligible to participate in the American General Corporation Deferred Compensation Plan (the "Plan") as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended ("Securities Act"). 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 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, 1997. 2. The Registrant's Proxy Statement relating to the Registrant's 1998 annual meeting of shareholders. 3. The Registrant's Current Reports on Form 8-K dated January 26, January 27, February 18 and February 25, 1998. 4. The description of the Registrant's Common Stock 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 the Registrant's 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. 6. All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and prior to the termination of the offering of the securities offered hereby. 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 that 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. The Deferred Compensation Obligations registered hereunder (the "Obligations") are unsecured obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of the Plan, which is filed as Exhibit 4.4 to this Registration Statement. Such Exhibit sets forth a description of the Obligations and is incorporated herein by reference in its entirety in response to this Item 4., pursuant to Rule 411(b)(3) under the Securities Act of 1933. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the securities issuable pursuant to the Plan has been passed upon by Susan A. Jacobs, who is Senior Vice President, Deputy General Counsel and Corporate Secretary of the Registrant. Presently, Ms. Jacobs does not hold any Deferred Compensation Obligations under the Plan; however, she may be a future 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 reasonable expenses actually incurred in connection with certain legal proceedings. 2 Article VI of the Registrant's Bylaws sets forth certain rights of the Registrant's officers and directors to indemnification. The Registrant's Bylaws, as in effect on the date hereof, are incorporated by reference herein as Exhibit 4.3. The Registrant's Restated Articles of Incorporation provide that, with certain specified exceptions, a director of the Registrant will not be liable to the corporation for monetary damages for an act or omission in the director's capacity as a director. Reference is made to the Registrant's Restated Articles of Incorporation filed as Exhibit 4.1 hereto. The Registrant has placed in effect insurance coverage which purports (a) to insure it against certain costs of indemnification which may be 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 liabilities incurred by them in the discharge of their functions as officers and directors except for liabilities arising 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 Restated Articles of Incorporation of the Registrant (including Statement of Resolution Establishing Series of Shares of Series A Junior Participating Preferred Stock) (incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-33115 filed by the Registrant). *4.2 Articles of Amendment to the Restated Articles of Incorporation of the Registrant. 4.3 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997). *4.4 American General Deferred Compensation Plan. 4.5 Statement of Resolution Establishing Series of Shares of Series A Cumulative Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 4(b) to Registration Statement No. 333-00513 filed by the Registrant). 4.6 Form of Statement of Resolutions Establishing Series of Shares of 7% Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 4(d) to Registration Statement No. 333-00513 filed by the Registrant). 4.7 Specimen Stock Certificate for the Registrant's Common Stock (incorporated by reference to Exhibit 4 to Form 8-B filed by the Registrant on June 26, 1980). 4.8 Junior Subordinated Indenture, dated as of May 15, 1995, between the Registrant and Chemical Bank, as Trustee, relating to the Registrant's 6% Series A Convertible Junior Subordinated Debentures (incorporated by reference to Exhibit 4(g) to Registration Statement No. 333-00513 filed by the Registrant). 3 Exhibit Number Description - ------- ----------- 4.9 Rights Agreement dated as of July 27, 1989, as amended by the First Amendment thereto dated as of October 26, 1992, by and between the Registrant and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1989, and to Exhibit 19 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992, respectively). 4.10 Terms of the 6% Convertible Monthly Income Preferred Securities, Series A, of American General Delaware, L.L.C. (incorporated by reference to Exhibit 4(i) to Registration Statement No. 333-00513 filed by the Registrant). 4.11 Guarantee of the Registrant with respect to the 6% Convertible Monthly Income Preferred Securities, Series A, of American General Delaware, L.L.C. (incorporated by reference to Exhibit 4(j) to Registration Statement No. 333-00513 filed by the Registrant). 4.12 Resolutions Establishing the Registrant's 6% Series A Convertible Junior Subordinated Debentures (incorporated by reference to Exhibit 4(k) to Registration Statement No. 333-00513 filed by the Registrant). *5 Opinion of Susan A. Jacobs, Deputy General Counsel of the Registrant. *23.1 Consent of Susan A. Jacobs, Deputy General Counsel of American General (contained in opinion in Exhibit 5). *23.2 Consent of Ernst & Young L.L.P., Independent Auditors. *24 Powers of Attorney (included on the signature page of this registration statement). - ---------------------- * Filed Herewith 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; (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 4 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. (2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the Registrant's annual report pursuant to section 13(a) or 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 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 Securities 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 by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5 POWER OF ATTORNEY Each person whose signature appears below in the capacity of an officer or director of the Registrant hereby appoints Jon P. Newton, Mark S. Berg and Ellen H. Masterson and each of them, each one of whom may act without the joinder of the other, as his/her attorney-in-fact, with full power of substitution and resubstitution, to sign on his/her behalf and in the capacity stated below and to file all post-effective amendments to this Registration Statement, which amendment or amendments may make such changes and additions in this Registration Statement as such attorney-in-fact may deem necessary or appropriate. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-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, as of May 6, 1998. AMERICAN GENERAL CORPORATION By: /s/ ELLEN H. MASTERSON ------------------------------- Name: Ellen H. Masterson Title: Senior Vice President and Chief Financial Officer Pursuant to the requirement of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ ROBERT M. DEVLIN Chairman, Chief Executive Officer May 6, 1998 - --------------------- and Director (Principal Executive Officer) (Robert M. Devlin) /s/ ELLEN H. MASTERSON Senior Vice President and Chief Financial Officer May 6, 1998 - --------------------- (Principal Financial Officer) (Ellen H. Masterson) /s/ PAMELA J. PENNY Vice President and Controller May 6, 1998 - --------------------- (Principal Accounting Officer) (Pamela J. Penny) /s/ J. EVANS ATTWELL Director May 6, 1998 - -------------------- (J. Evans Attwell)
6 Signature Title Date --------- ----- ---- /s/ BRADY F. CARRUTH Director May 6, 1998 - ---------------------------- (Brady F. Carruth) /s/ JAMES S. D'AGOSTINO, JR. Director May 6, 1998 - ---------------------------- (James S. D'Agostino, Jr.) /s/ W. LIPSCOMB DAVIS, JR. Director May 6, 1998 - ---------------------------- (W. Lipscomb Davis, Jr.) /s/ LARRY D. HORNER Director May 6, 1998 - ---------------------------- (Larry D. Horner) /s/ RICHARD J. V. JOHNSON Director May 6, 1998 - ---------------------------- (Richard J.V. Johnson) /s/ MICHAEL E. MURPHY Director May 6, 1998 - ---------------------------- (Michael E. Murphy) /s/ JON P. NEWTON Director May 6, 1998 - ---------------------------- (Jon P. Newton) /s/ ROBERT E. SMITTCAMP Director May 6, 1998 - ---------------------------- (Robert E. Smittcamp) /s/ ANNE M. TATLOCK Director May 6, 1998 - ---------------------------- (Anne M. Tatlock) 7 Signature Title Date --------- ----- ---- - ---------------------------- Director May , 1998 (Michael J. Poulos) 8 INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- 4.1 Restated Articles of Incorporation of the Registrant (including Statement of Resolution Establishing Series of Shares of Series A Junior Participating Preferred Stock) (incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-33115 filed by the Registrant). *4.2 Articles of Amendment to the Restated Articles of Incorporation of the Registrant 4.3 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997). *4.4 American General Deferred Compensation Plan. 4.5 Statement of Resolution Establishing Series of Shares of Series A Cumulative Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 4(b) to Registration Statement No. 333-00513 filed by the Registrant). 4.6 Form of Statement of Resolutions Establishing Series of Shares of 7% Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 4(d) to Registration Statement No. 333-00513 filed by the Registrant). 4.7 Specimen Stock Certificate for the Registrant's Common Stock (incorporated by reference to Exhibit 4 to Form 8-B filed by the Registrant on June 26, 1980). 4.8 Junior Subordinated Indenture, dated as of May 15, 1995, between the Registrant and Chemical Bank, as Trustee, relating to the Registrant's 6% Series A Convertible Junior Subordinated Debentures (incorporated by reference to Exhibit 4(g) to Registration Statement No. 333-00513 filed by the Registrant). 4.9 Rights Agreement dated as of July 27, 1989, as amended by the First Amendment thereto dated as of October 26, 1992, by and between the Registrant and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1989, and to Exhibit 19 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992, respectively). 4.10 Terms of the 6% Convertible Monthly Income Preferred Securities, Series A, of American General Delaware, L.L.C. (incorporated by reference to Exhibit 4(i) to Registration Statement No. 333-00513 filed by the Registrant). 4.11 Guarantee of the Registrant with respect to the 6% Convertible Monthly Income Preferred Securities, Series A, of American General Delaware, L.L.C. (incorporated by reference to Exhibit 4(j) to Registration Statement No. 333-00513 filed by the Registrant). 4.12 Resolutions Establishing the Registrant's 6% Series A Convertible Junior Subordinated Debentures (incorporated by reference to Exhibit 4(k) to Registration Statement No. 333-00513 filed by the Registrant). *5 Opinion of Susan A. Jacobs, Deputy General Counsel of the Registrant. *23.1 Consent of Susan A. Jacobs, Deputy General Counsel of American General (contained in opinion in Exhibit 5). *23.2 Consent of Ernst & Young L.L.P., Independent Auditors. *24 Powers of Attorney (included on the signature page of this registration statement). - ------------------------ * Filed Herewith 9 EX-4.2 2 EXHIBIT 4.2 ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF AMERICAN GENERAL CORPORATION Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Restated Articles of Incorporation: ARTICLE ONE. The name of the corporation is American General Corporation. ARTICLE TWO. The following amendment (the "Amendment") to the Restated Articles of Incorporation was approved by the shareholders of the corporation on April 30, 1998: The first paragraph of ARTICLE FOUR is amended to read in its entirety as follows: ARTICLE FOUR The aggregate number of shares of stock which the corporation shall have the authority to issue is eight hundred sixty million (860,000,000) shares, consisting of sixty million (60,000,000) shares of Preferred Stock of the par value of One Dollar Fifty Cents ($1.50) per share (hereinafter referred to as the "Preferred Stock"), and eight hundred million (800,000,000) shares of Common Stock of the par value of Fifty Cents ($0.50) per share (hereinafter referred to as the "Common Stock"). ARTICLE THREE. As of the record date for the meeting at which the shareholders were entitled to vote on the Amendment, a total of 253,740,059 shares of Common Stock (one vote for each share) and 2,317,701 shares of Preferred Stock (four-fifths of one vote for each share) were outstanding and entitled to vote on the Amendment. The affirmative vote of at least two-thirds of the outstanding shares of Common Stock and Preferred Stock voting together as a class, and the affirmative vote of at least two-thirds of the outstanding shares of Common Stock voting separately as a class, was required for approval of the Amendment. The number of shares of each class voted for and against the Amendment, respectively was: Number of Shares Voted ---------------------- Class For Against ----- --- ------- Common 205,510,478 20,960,903 Preferred 1,405,498 1,086 Dated this 30th day of April, 1998. AMERICAN GENERAL CORPORATION By: /S/ SUSAN A. JACOBS -------------------------------------- Susan A. Jacobs Senior Vice President and Corporate Secretary EX-4.4 3 EXHIBIT 4.4 AMERICAN GENERAL CORPORATION DEFERRED COMPENSATION PLAN Effective Date: July 4, 1998 TABLE OF CONTENTS ARTICLE PAGE - ------- ---- I. DEFINITIONS AND CONSTRUCTION................................... 1 1.1 DEFINITIONS............................................... 1 (a) ACCOUNT.............................................. 1 (b) AFFILIATE............................................ 1 (c) BOARD................................................ 1 (d) CODE................................................. 1 (e) COMPANY.............................................. 1 (f) DEFERRAL AWARDS...................................... 1 (g) DEFERRAL AWARD SUBACCOUNT............................ 1 (h) DEFERRALS............................................ 2 (i) DISABILITY........................................... 2 (j) EFFECTIVE DATE....................................... 2 (k) ELIGIBLE INDIVIDUAL.................................. 2 (l) ENTRY DATE........................................... 2 (m) FUNDS................................................ 2 (n) MEMBER............................................... 2 (o) PAY.................................................. 2 (p) PLAN................................................. 2 (q) PLAN ADMINISTRATOR................................... 2 (r) PLAN YEAR............................................ 2 (s) RETIREMENT........................................... 2 (t) STOCK FUND........................................... 3 (u) TRUST................................................ 3 (v) TRUST AGREEMENT...................................... 3 (w) TRUST FUND........................................... 3 (x) TRUSTEE.............................................. 3 (y) VALUATION DATES...................................... 3 1.2 NUMBER AND GENDER......................................... 3 1.3 HEADINGS.................................................. 3 II. PARTICIPATION.................................................. 3 2.1 ELIGIBILITY............................................... 3 2.2 PARTICIPATION............................................. 3 III. ACCOUNT CREDITS AND ALLOCATIONS................................ 4 3.1 DEFERRALS................................................. 4 3.2 DEFERRAL AWARDS........................................... 5 3.3 ALLOCATION OF NET INCOME OR NET LOSS EQUIVALENTS.......... 5 IV. DEEMED INVESTMENT OF FUNDS..................................... 6 -i- V. VESTING AND FORFEITURES........................................ 7 VI. WITHDRAWALS.................................................... 7 6.1 IN GENERAL................................................ 7 6.2 HARDSHIP.................................................. 7 VII. DISTRIBUTIONS.................................................. 8 7.1 AMOUNT OF BENEFIT......................................... 8 7.2 TIME OF PAYMENT........................................... 8 7.3 ALTERNATIVE FORMS OF BENEFIT PAYMENTS..................... 9 7.4 DESIGNATION OF BENEFICIARIES.............................. 9 7.5 CHANGE IN PAY-OUT OF CERTAIN BENEFITS..................... 10 7.6 PAYMENT OF BENEFITS....................................... 10 7.7 UNCLAIMED BENEFITS........................................ 10 VIII. ADMINISTRATION OF THE PLAN..................................... 10 8.1 APPOINTMENT OF PLAN ADMINISTRATOR......................... 10 8.2 RECORDS AND PROCEDURES.................................... 10 8.3 SELF-INTEREST OF PLAN ADMINISTRATOR....................... 10 8.4 COMPENSATION AND BONDING.................................. 11 8.5 PLAN ADMINISTRATOR POWERS AND DUTIES...................... 11 8.6 COMPANY TO SUPPLY INFORMATION............................. 11 8.7 CLAIMS REVIEW............................................. 12 IX. ADMINISTRATION OF FUNDS........................................ 12 9.1 PAYMENT OF EXPENSES....................................... 12 9.2 TRUST FUND PROPERTY....................................... 13 X. NATURE OF THE PLAN............................................. 13 XI. ADOPTING ENTITIES.............................................. 14 XII. MISCELLANEOUS.................................................. 14 12.1 NOT CONTRACT OF EMPLOYMENT................................ 14 12.2 ALIENATION OF INTEREST FORBIDDEN.......................... 14 12.3 WITHHOLDING............................................... 14 12.4 GUARANTY.................................................. 14 12.5 AMENDMENT AND TERMINATION................................. 15 12.6 SEVERABILITY.............................................. 15 12.7 GOVERNING LAWS............................................ 15 -ii- AMERICAN GENERAL CORPORATION DEFERRED COMPENSATION PLAN W I T N E S S E T H : WHEREAS, AMERICAN GENERAL CORPORATION and its Affiliates desire to adopt the AMERICAN GENERAL CORPORATION DEFERRED COMPENSATION PLAN (the "PLAN") for the benefit of certain eligible individuals; NOW THEREFORE, the Plan is hereby adopted as follows, effective as of July 4, 1998: I. DEFINITIONS AND CONSTRUCTION 1.1 DEFINITIONS. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary. (a) ACCOUNT: An individual account for each Member to which is credited the Deferrals made on his behalf pursuant to Section 3.1 and which is credited or debited for such account's allocation of net income (or net loss) equivalents as provided in Section 3.3. (b) AFFILIATE: Each corporation or unincorporated entity, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with American General Corporation. For this purpose, control shall be determined by a more than 50% ownership standard. (c) BOARD: The Board of Directors of American General Corporation. (d) CODE: The Internal Revenue Code of 1986, as amended. (e) COMPANY: American General Corporation and its Affiliates, other than those Affiliates excluded from the Plan pursuant to the provisions of Article XI. (f) DEFERRAL AWARDS: Awards made by the Company on a Member's behalf pursuant to Section 3.2. (g) DEFERRAL AWARD SUBACCOUNT: A subaccount of a Member's Account as described in Section 3.2. -1- (h) DEFERRALS: Deferrals made by the Company on a Member's behalf pursuant to Section 3.1. (i) DISABILITY: The total and permanent disability of a Member, as determined in the sole discretion of the Plan Administrator, based on a written medical opinion (unless waived by the Plan Administrator as unnecessary), that such Member is permanently incapable of performing his job for physical or mental reasons. (j) EFFECTIVE DATE: July 4, 1998. (k) ELIGIBLE INDIVIDUAL: Any individual who is employed by the Company in the Office of the Chairman or as an Executive designated by the American General Corporation Office of the Chairman. (l) ENTRY DATE: The first day of each Plan Year and, with respect to an Eligible Individual who becomes a Member on other than the first day of a Plan Year, the date such Eligible Individual becomes a Member in such Plan Year. (m) FUNDS: The investment funds designated from time to time for the deemed investment of Accounts pursuant to Article IV. (n) MEMBER: Each Eligible Individual who has met the eligibility requirements for participation in the Plan and who has become a Member pursuant to Article II. (o) PAY: The total of all amounts paid by the Company to or for the benefit of a Member for services rendered or labor performed, which are required to be reported on such Member's federal income tax withholding statement(s) (Form W-2, 1099, or their subsequent equivalents), excluding taxable income resulting from the exercise of nonqualified stock options, the imputed value of group term life insurance, relocation reimbursements and from non-cash executive perquisites, deductions for supplemental life and medical coverages or other similar payroll deductions, plus any amounts such Member could have received in cash in lieu of Deferrals pursuant to Section 3.1. (p) PLAN: The American General Corporation Deferred Compensation Plan, as amended from time to time. (q) PLAN ADMINISTRATOR: The administrative Committee appointed by the Board. (r) PLAN YEAR: The short period commencing on July 4, 1998 and ending on December 31, 1998, and thereafter, the twelve-consecutive month period commencing January 1 of each year. (s) RETIREMENT: A Member's termination of employment with the Company and its Affiliates on or after normal retirement under the American General Retirement Plan or, if applicable, under the American General Supplemental Executive Retirement Plan, or their successor plans. -2- (t) STOCK FUND: The Fund deemed invested in the common stock of American General Corporation. (u) TRUST: The trust, if any, established under the Trust Agreement. (v) TRUST AGREEMENT: The agreement, if any, entered into between the Company and the Trustee pursuant to Article X. (w) TRUST FUND: The funds and properties, if any, held pursuant to the provisions of the Trust Agreement, together with all income, profits and increments thereto. (x) TRUSTEE: The trustee appointed by the Board who is qualified and acting under the Trust Agreement at any time. (y) VALUATION DATES: Each Entry Date and any other interim Valuation Date designated by the Plan Administrator on a nondiscriminatory basis. Notwithstanding the foregoing, an interim Valuation Date shall be designated as the date next preceding the date a withdrawal or payment of a Member's benefit is to be made or to commence pursuant to Article VI or Article VII. 1.2 NUMBER AND GENDER. Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender. 1.3 HEADINGS. The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control. II. PARTICIPATION 2.1 ELIGIBILITY. Any Eligible Individual shall be eligible to become a Member of the Plan for any Plan Year by electing to make Deferrals pursuant to Section 3.1(a). 2.2 PARTICIPATION. (a) Prior to each Entry Date, the Plan Administrator shall notify those Eligible Individuals who are determined by the Plan Administrator to be eligible to initially become Members pursuant to Section 2.1 as of such Entry Date. Any such Eligible Individual may become a Member for the Plan Year beginning on such Entry Date by effecting, prior to such Entry Date and within the time period specified herein, the Deferral election prescribed by the Plan Administrator. Notwithstanding any provision herein to the contrary, an Eligible Individual who first becomes an Eligible Individual on other than the first day of a Plan Year may become a Member on the first day of the first pay period coinciding with or next following the date he first becomes an Eligible -3- Individual for the remainder of such Plan Year with respect to Deferrals pursuant to Section 3.1(a) by effecting, prior to or within 30 days after the date he first becomes an Eligible Individual and within the time period prescribed by the Plan Administrator, the Deferral election prescribed by the Plan Administrator. (b) Notwithstanding any provision herein to the contrary, an Eligible Individual who has become a Member of the Plan shall cease to be entitled to make Deferrals hereunder effective as of the last day of any Plan Year designated by the Board or the Plan Administrator. Any such Board or Plan Administrator action shall be communicated to the affected individual prior to the effective date of such action. Any such Eligible Individual may again become entitled to make Deferrals hereunder for any subsequent Plan Year selected by the Board or Plan Administrator in its sole discretion. III. ACCOUNT CREDITS AND ALLOCATIONS 3.1 DEFERRALS. (a) A Member may: (1) Elect to defer from his Pay a fixed amount of his annual base salary for a Plan Year; and/or (2) Elect to defer from his Pay an integral percentage of from 0% to 100% of his annual cash incentive bonus for a Plan Year below a stated amount and an integral percentage from 0% to 100% above the same stated amount. With respect to an Eligible Individual who first becomes a Member on other than the first day of a Plan Year, any such Deferrals pursuant to Section 3.1(a)(1) shall apply only for the portion of such Plan Year commencing with the date he first becomes a Member and ending on the last day of such Plan Year. Any Deferral election pursuant to Sections 3.1(a)(1) and/or 3.1(a)(2) for the initial Plan Year must be made on or before 30 days following the adoption of this Plan at such time and in such form as prescribed by the Plan Administrator. Any Deferral election pursuant to Sections 3.1(a)(1) and/or 3.1(a)(2) for subsequent Plan Years must be made on or before the December 31 preceding such Plan Year at such time and in such form as prescribed by the Plan Administrator. (b) Pay for a Plan Year not so deferred by such election pursuant to this Section shall be received by such Member in cash. A Member's election to defer an amount of his Pay pursuant to this Section shall be made by effecting, in the form prescribed by the Plan Administrator, a Deferral election pursuant to which the Member authorizes the Company to reduce his Pay in the elected amount and the Company, in consideration thereof, agrees to credit an equal amount to such Member's Account maintained under the Plan. The reduction in a Member's Pay pursuant to Section 3.1(a)(1) shall be effected by equal Pay reductions each pay period during the applicable portion of the Plan Year as determined by the Plan Administrator following the effective date of such election. -4- The reduction in a Member's Pay pursuant to Section 3.1(a)(2) shall be effected by a Pay reduction at the time such annual cash incentive bonus is paid. Such Pay reductions shall be within the Plan Year to which the Deferral election relates, except that Pay reductions attributable to elections pursuant to Section 3.1(a)(2) may be made within the next following Plan Year if the annual cash incentive bonus to which the Deferral election relates is paid in such next following Plan Year. Deferrals made by a Member shall be credited to such Member's Account as of the date deferred. (c) Notwithstanding the foregoing, a Deferral election of a Member pursuant to Section 3.1(a)(1) for a Plan Year shall be automatically suspended during such Member's unpaid leave of absence, period of coverage under the Company's short-term disability program if such Member is receiving less than full pay or period of Disability and upon termination of such Member's employment with the Company and its Affiliates. A Deferral election of a Member pursuant to Section 3.1(a) may, with the consent of the Plan Administrator, be suspended for the remainder of the Plan Year in which such Member has an unpaid leave of absence, period of coverage under the Company's short-term disability program or period of Disability. Any such Member may again become entitled to make Deferrals hereunder for any subsequent Plan Year following return to full- time employment. (d) A Deferral election shall indicate the applicable time and form of payment, as provided in Sections 7.2 and 7.3, for the Pay deferred thereunder for such Plan Year and the net income (or net loss) equivalents allocated with respect thereto. A Member may make different time and form of payment elections with respect to Deferrals for each Plan Year. Each Member's Account shall be divided into subaccounts to reflect such Member's various elections of time and form of payment for each Plan Year. (e) A Deferral election pursuant to Section 3.1(a) shall become effective as of the Entry Date which is on or after the date the election is effected by the Member. A Deferral election shall only remain in force and effect for the entire (or partial, if applicable) Plan Year to which such election relates. A Member who has made a Deferral election pursuant to Section 3.1(a) for any Plan Year shall make a new Deferral election, which may be different from his prior Deferral election, as of the Entry Date of each subsequent Plan Year, by effecting such new Deferral election prior to such Entry Date and within the time period prescribed by the Plan Administrator. 3.2 Deferral Awards. Each Member who makes a Deferral election pursuant to Section 3.1(a) shall designate, in accordance with Article IV, the manner in which Deferrals allocated to his Account shall be deemed invested. To the extent any such Member designates the Stock Fund for the deemed investment of his Deferrals for a Plan Year, such Member's Account shall be credited with a Deferral Award for such Plan Year equal to 20% of such Deferrals. Any such Deferral Award shall be credited at the same time or times that the underlying Deferrals are credited. Any such Deferral Award shall be held in a separate Deferral Award Subaccount of such Member's Account. 3.3 Allocation of Net Income or Net Loss Equivalents. (a) As of each Valuation Date, the Plan Administrator shall determine the net income (or net loss) equivalents of each Fund for the period elapsed since the next preceding Valuation Date. The net income (or net loss) equivalent of each Fund since the next preceding -5- Valuation Date shall be ascertained by the Plan Administrator based upon changes in asset value in such manner as it deems appropriate, which may include expenses of operating the Fund. (b) For purposes of allocations of net income (or net loss) equivalents, each Member's Account shall be divided into subaccounts to reflect such Member's deemed investment in a particular Fund or Funds pursuant to Article IV. As of each Valuation Date, the net income (or net loss) equivalent of each Fund, separately and respectively, shall be allocated among the corresponding subaccounts of the Members who were deemed to have had such corresponding subaccounts invested in such Funds since the next preceding Valuation Date. (c) So long as there is any balance in any Account, such Account shall continue to receive allocations pursuant to this Section. IV. DEEMED INVESTMENT OF FUNDS Each Member shall designate, in accordance with the procedures established from time to time by the Plan Administrator, the manner in which the Deferrals allocated to his Account (other than his Deferral Award Subaccount) shall be deemed to be invested from among the Funds made available from time to time for such purpose by the Plan Administrator. Such Funds may include the Stock Fund. Such Member may designate one of such Funds for the deemed investment of all the Deferrals allocated to his Account or he may split the deemed investment of the Deferrals allocated to his Account among such Funds in 5% percentage increments. If a Member fails to make a proper designation, then his Deferrals shall be deemed to be invested in the Fund or Funds designated by the Plan Administrator from time to time in a uniform and nondiscriminatory manner. A Member may change his deemed investment designation for future Deferrals to be allocated to his Account. Any such change shall be made as of the first day of the first pay period beginning in any calendar quarter in accordance with the procedures established by the Plan Administrator, and the frequency of such changes may be limited by the Plan Administrator. Notwithstanding the foregoing, a Member's Deferral Award Subaccount shall be deemed, at all times, to be invested in the Stock Fund. Deemed investment of Deferrals in the common stock of American General Corporation, and dividend equivalents thereon, shall be credited to a Member's Deferral Award Subaccount at the closing price of such common stock on the New York Stock Exchange on the applicable date, or, if no such closing price was reported, on the nearest date before such applicable date on which such closing price was reported. -6- V. VESTING AND FORFEITURES A Member shall be 100% vested in his Account (other than his Deferral Award Subaccount) at all times. A Member shall be 100% vested in the Deferral Award (and net accretions attributable thereto) allocated to his Deferral Award Subaccount for a Plan Year as of the earlier of (i) the last day of the second Plan Year following the close of such Plan Year, (ii) his Disability, (iii) his death, (iv) his termination by the Company without "cause" or by the Member for "good reason," as defined in the Member's employment agreement with American General Corporation, only if the Member is employed in the American General Corporation Office of the Chairman, or (v) a "change in control" as defined in the Trust. A Member shall also be 100% vested in the Deferral Award (and net accretions attributable thereto) allocated to his Deferral Award Subaccount for a Plan Year on his Retirement, provided that the Deferral Awards (and net accretions attributable thereto) for the year of and the year preceding Retirement shall be vested only to the extent such Deferral Awards (excluding net accretions attributable thereto) do not exceed the Deferral Awards (excluding net accretions attributable thereto) for the second and third Plan Years preceding the Plan Year in which Retirement occurs. Any adjustment necessary to achieve the proviso in the preceding sentence shall be made by forfeiting the Deferral Awards (and net accretions attributable thereto) made closest in time to the Retirement, to the extent necessary. Notwithstanding the foregoing, in the event of the termination of the employment of a Member due to the sale, exchange, disposition, or divestiture of a subsidiary of American General Corporation or of the assets of American General Corporation or of one of its subsidiaries to one or more unrelated entities, the Member shall be vested in the Deferral Award (and net accretions attributable thereto) allocated to his Deferral Award Subaccount for a Plan Year determined by multiplying such amounts by a fraction (not to exceed one), the numerator of which is the number of months elapsed from the first day of such Plan Year, and the denominator of which is thirty-six. A Member's Deferral Award Subaccount shall be further divided into subaccounts to reflect the Deferral Award allocated for each respective Plan Year. Until becoming vested, a Member shall be 0% vested in each respective Deferral Award (and net accretions attributable thereto). Upon termination of a Member's employment with American General Corporation and its Affiliates, the portion of the Member's Deferral Award Subaccount in which he is not vested shall be forfeited to the Company. VI. WITHDRAWALS 6.1 In General. Except as provided in this Article VI and in Article VII, Members shall not be permitted to make withdrawals from the Plan. Members shall not, at any time, be permitted to borrow from the Plan. 6.2 Hardship. Upon approval by the Personnel Committee of American General Corporation with respect to a Member who is a reporting person pursuant to Section 16 of Securities Exchange Act of 1934, or upon approval by the Plan Administrator with respect to other Members, -7- a Member may receive a withdrawal benefit from the Plan upon written petition and a showing of financial hardship, but subject to the sole discretion of the Personnel Committee of American General Corporation or the Plan Administrator, as applicable. For this purpose, financial hardship shall mean the immediate and heavy financial need of the Member which cannot be reasonably satisfied from other resources. In addition to any immediate and heavy financial need as may be determined by the Plan Administrator, a withdrawal benefit shall be deemed to be made on account of an immediate and heavy financial need of a Member if the withdrawal is on account of: (a) medical expenses described in section 213(d) of the Code incurred by the Member, the Member's spouse, or any dependents of the Member (as defined in section 152 of the Code) or necessary for those persons to obtain medical care described in section 213(d) of the Code, and not reimbursed by insurance; (b) costs directly related to the purchase (excluding mortgage payments) of a principal residence of the Member; (c) payment of tuition and related educational fees for the next twelve months of post-secondary education of the Member, or the Member's spouse, children, or dependents (as defined in section 152 of the Code); or (d) the need to prevent the eviction of the Member from his principal residence or foreclosure on the mortgage of the Member's principal residence. A Member's withdrawal benefit shall be determined as of any Valuation Date, in an amount not to exceed the lesser of (i) the amount determined by the Plan Administrator as necessary to meet such Member's needs created by the hardship or (ii) the then value of such Member's vested interest in his Account. Such withdrawal benefit shall be paid in a single lump sum, cash payment as soon as administratively practicable after the Plan Administrator has made its determinations with respect to the availability and amount of such benefit. Within the applicable Account or subaccount, such withdrawal benefit shall be considered to have been distributed from Deferrals and Deferral Awards (including net income (or net loss) attributable thereto) on a first-in, first- out basis. VII. DISTRIBUTIONS 7.1 Amount of Benefit. A Member or, in the event of the death of the Member, the Member's designated beneficiary, shall be entitled to a benefit equal in value to the Member's vested interest in his Account as of the Valuation Date next preceding the date the payment of such benefit is to be made or to commence pursuant to Section 7.2 (plus any annual cash incentive bonus Deferral not previously allocated to such Account). 7.2 Time of Payment. Payment of a Member's benefit under Section 7.1 shall be made or commence, with respect to such Member's Account, or with respect to such Member's subaccounts established pursuant to Section 3.1(d), separately and respectively, as soon as -8- administratively practicable as of the date irrevocably elected by such Member pursuant to Section 3.1(d). A Member may, pursuant to Section 3.1(d), elect the date distribution of his Deferrals for any Plan Year will be made or commence, which date may be as of any Entry Date coincident with or subsequent to the fourth Entry Date following the applicable Deferral election or the earlier of said date and the first day of the calendar year following (i) his death, (ii) his Disability, (iii) his Retirement, (iv) a "change in control" as defined in the Trust, or (v) his other termination of employment with the Company and its Affiliates. With respect to any portion of a Member's benefit for which no time of payment election is in effect, such amount shall be made or commence as of the Entry Date coincident with or next following his normal retirement or earlier termination of employment with the Company and its Affiliates. 7.3 Alternative Forms of Benefit Payments. A Member's benefit under Section 7.1 shall be paid, with respect to such Member's Account, or with respect to such Member's subaccounts established pursuant to Section 3.1(d) separately and respectively, in one of the following forms irrevocably elected by such Member pursuant to Section 3.1(d): (a) One lump sum payment; or (b) Quarterly or annual installment payments for a term certain not to exceed ten years, payable to the Member or, in the event of such Member's death prior to the end of such term certain, to his designated beneficiary as provided in Section 7.4. A Member may, pursuant to Section 3.1(d), elect the form of distribution of his Deferrals for any Plan Year. With respect to any portion of a Member's benefit for which no form of payment election is in effect, such amount shall be paid in the ten-year installment payment form; provided, however, that the Plan Administrator may, in its sole discretion, elect to make such benefit payment in any other available form. If a Member dies prior to the date the payment of his lump sum benefit is made, then such lump sum benefit shall be made to the Member's designated beneficiary or beneficiaries as provided in Section 7.4. Plan provisions to the contrary notwithstanding, if payments are to be made in installments, "installment valuation dates" shall be established as of each payment date. As of each such "installment valuation date," net income (or net loss) equivalents shall be allocated to the Member's Account or subaccount. The installment payment to be made on behalf of a Member as of each such "installment valuation date" shall be determined by multiplying the balance of such Member's Account or subaccount as of such "installment valuation date" (after allocation of net income (or net loss) equivalents) by a fraction, the numerator of which is one and the denominator of which is the number of installments remaining in the installment period. All payments from the portion of a Member's Account invested in the Stock Fund shall be made in shares of American General Corporation common stock. 7.4 Designation of Beneficiaries. (a) Each Member shall have the right to designate the beneficiary or beneficiaries to receive payment of his benefit in the event of his death. Each such designation shall be made by executing a beneficiary designation form acceptable to the Plan Administrator and filing same with the Plan Administrator. Any such designation may be changed at any time by execution of a new designation in accordance with this Section. -9- (b) If no such designation is on file with the Plan Administrator at the time of the death of the Member or such designation is not effective for any reason as determined by the Plan Administrator, then the designated beneficiary to receive such benefit shall be such Member's executor or administrator, or to his heirs at law if there is no administration of such Member's estate. 7.5 Change in Pay-Out of Certain Benefits. Plan provisions to the contrary notwithstanding, if a Member's employment with American General Corporation and its Affiliates is terminated for any reason, the Plan Administrator may, in its sole discretion, accelerate the applicable time and form of payment of the Member's benefit. 7.6 Payment of Benefits. To the extent the Trust Fund has sufficient assets, the Trustee shall pay benefits to Members or their beneficiaries, except to the extent the Company pays the benefits directly and provides adequate evidence of such payment to the Trustee. To the extent the Trustee does not or cannot pay benefits out of the Trust Fund, the benefits shall be paid by the Company. Any benefit payments made to a Member or for his benefit pursuant to any provision of the Plan shall be debited to such Member's Account. Except as to the Stock Fund, all benefit payments shall be made in cash to the fullest extent practicable. 7.7 Unclaimed Benefits. In the case of a benefit payable on behalf of a Member, if, after exercising reasonable diligence, the Plan Administrator is unable to locate the Member or beneficiary to whom such benefit is payable, upon the Plan Administrator's determination thereof, such benefit shall be forfeited to the Company. Notwithstanding the foregoing, if subsequent to any such forfeiture the Member or beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be restored to the Plan by the Company. VII. ADMINISTRATION OF THE PLAN 8.1 Appointment of Plan Administrator. The general administration of the Plan shall be vested in the Plan Administrator which shall be the administrative Committee appointed by the Board. 8.2 Records and Procedures. The Plan Administrator shall keep appropriate records of its proceedings and the administration of the Plan and shall make available for examination during business hours to any Member or beneficiary such records as pertain to that individual's interest in the Plan. The Plan Administrator shall provide an annual statement to each Member or beneficiary of his interest in the Plan. The Plan Administrator shall designate the person or persons who shall be authorized to sign for the Plan Administrator and, upon such designation, the signature of such person or persons shall bind the Plan Administrator. 8.3 Self-Interest of Plan Administrator. No individual comprising the Plan Administrator shall have any right to vote or decide upon any matter relating solely to himself under the Plan or to vote in any case in which his individual right to claim any benefit under the Plan is particularly involved. In any case in which an individual comprising the Plan Administrator is so -10- disqualified to act, the remaining individuals comprising the Plan Administrator or, if none, the Board shall decide the matter in which he is disqualified. 8.4 COMPENSATION AND BONDING. The Plan Administrator shall not receive compensation with respect to its services as Plan Administrator. To the extent required by applicable law, or required by the Company, the Plan Administrator shall furnish bond or security for the performance of its duties hereunder. 8.5 PLAN ADMINISTRATOR POWERS AND DUTIES. The Plan Administrator shall supervise the administration and enforcement of the Plan according to the terms and provisions hereof and shall have all powers necessary to accomplish these purposes, including, but not by way of limitation, the right, power, authority and duty: (a) to make rules, regulations and bylaws for the administration of the Plan which are not inconsistent with the terms and provisions hereof, provided such rules, regulations and bylaws are evidenced in writing and copies thereof are delivered to the Trustee and to the Company; (b) to construe all terms, provisions, conditions and limitations of the Plan; (c) to correct any defect or supply any omission or reconcile any inconsistency that may appear in the Plan, in such manner and to such extent as it shall deem expedient to carry the Plan into effect for the greatest benefit of all interested parties; (d) to employ and compensate such accountants, attorneys, investment advisors and other agents and employees as the Plan Administrator may deem necessary or advisable in the proper and efficient administration of the Plan; (e) to determine all questions relating to eligibility; (f) to determine the amount, manner and time of payment of any benefits and to prescribe procedures to be followed by Members and their beneficiaries in obtaining benefits; (g) to make a determination as to the right of any person to a benefit under the Plan; (h) to receive and review reports from the Trustee as to the financial condition of the Trust Fund, including its receipts and disbursements; and (i) to delegate to such individual or individuals such powers and duties as are provided to the Plan Administrator under the Plan. Except as may otherwise be specifically provided hereunder or in the Trust, the decisions of the Plan Administrator, including, but not limited to, interpretations and determinations of amounts due under the Plan, shall be final and binding on all parties. -11- 8.6 Company to Supply Information. The Company shall supply full and timely information to the Plan Administrator relating to the Pay of all Members, their ages, their Retirement, Disability, death or other termination of employment and such other pertinent facts as the Plan Administrator may require. The Company shall advise the Trustee of such of the foregoing facts as are deemed necessary for the Trustee to carry out the Trustee's duties under the Plan. When making a determination in connection with the Plan, the Plan Administrator shall be entitled to rely upon the aforesaid information furnished by the Company. 8.7 Claims Review. In any case in which a claim for Plan benefits of a Member or beneficiary is denied or modified, the Plan Administrator shall furnish written notice to the claimant within ninety days (or within 180 days if additional information requested by the Plan Administrator necessitates an extension of the ninety-day period), which notice shall: (a) State the specific reason or reasons for the denial or modification; (b) Provide specific reference to pertinent Plan provisions on which the denial or modification is based; (c) Provide a description of any additional material or information necessary for the Member, his beneficiary, or representative to perfect the claim and an explanation of why such material or information is necessary; and (d) Explain the Plan's claim review procedure as contained herein. In the event a claim for Plan benefits is denied or modified, if the Member, his beneficiary, or a representative of such Member or beneficiary desires to have such denial or modification reviewed, he must, within sixty days following receipt of the notice of such denial or modification, submit a written request for review by the Plan Administrator of its initial decision. In connection with such request, the Member, his beneficiary, or the representative of such Member or beneficiary may review any pertinent documents upon which such denial or modification was based and may submit issues and comments in writing. Within sixty days following such request for review the Plan Administrator shall, after providing a full and fair review, render its final decision in writing to the Member, his beneficiary or the representative of such Member or beneficiary stating specific reasons for such decision and making specific references to pertinent Plan provisions upon which the decision is based. If special circumstances require an extension of such sixty-day period, the Plan Administrator's decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If an extension of time for review is required, written notice of the extension shall be furnished to the Member, beneficiary, or the representative of such Member or beneficiary prior to the commencement of the extension period. -12- IX. ADMINISTRATION OF FUNDS 9.1 PAYMENT OF EXPENSES. All expenses incident to the administration of the Plan and Trust, including but not limited to, legal, accounting, Trustee fees, and expenses of the Plan Administrator, shall be paid by the Company and, if not paid by the Company, shall be paid by the Trustee from the Trust Fund, if any. 9.2 TRUST FUND PROPERTY. All income, profits, recoveries, contributions, forfeitures and any and all moneys, securities and properties of any kind at any time received or held by the Trustee, if any, shall be held as a commingled Trust Fund pursuant to the terms of the Trust Agreement. The Plan Administrator shall maintain an Account in the name of each Member, but the maintenance of an Account designated as the Account of a Member shall not mean that such Member shall have a greater or lesser interest than that due him by operation of the Plan and shall not be considered as segregating any funds or property from any other funds or property contained in the commingled fund. No Member shall have any title to any specific asset in the Trust Fund, if any. X. NATURE OF THE PLAN The Company intends and desires by the adoption of the Plan to recognize the value to the Company of the past and present services of individuals covered by the Plan and to encourage and assure their continued service with the Company by making more adequate provision for their future retirement security. The Plan is intended to constitute an unfunded, unsecured plan of deferred compensation for a select group of management or highly compensated employees of the Company. Plan benefits herein provided are a contractual obligation of the Company which may be paid out of the Company's general assets or out of the Trust Fund. Subject to the terms hereof and of the Trust Agreement, the Company may transfer money or other property to the Trustee, and the Trustee shall pay Plan benefits to Members and their beneficiaries out of the Trust Fund in accordance with the terms of the Trust Agreement. The Board, in its sole discretion, may establish the Trust and direct the Company to enter into the Trust Agreement. In such event, the Company shall remain the owner of all assets in the Trust Fund and the assets shall be subject to the claims of Company creditors if the Company ever becomes insolvent. For purposes hereof, the Company shall be considered "insolvent" if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United Sates Bankruptcy Code (or any successor federal statute). The Company shall have the duty to inform the Trustee in writing if the Company becomes insolvent. Such notice given under the preceding sentence by any party shall satisfy all of the parties' duty to give notice. When so informed, the Trustee shall suspend payments to the Members and hold the assets for the benefit of the Company's general creditors. If the Trustee receives a written allegation that the Company is insolvent, the Trustee shall suspend payments to the Members and hold the Trust Fund for the benefit of the Company's general creditors, and shall determine within -13- the period specified in the Trust Agreement whether the Company is insolvent. If the Trustee determines that the Company is not insolvent, the Trustee shall resume payments to the Members. No Member or beneficiary shall have any preferred claim to, or any beneficial ownership interest in, any assets of the Trust Fund. XI. ADOPTING ENTITIES American General Corporation and its Affiliates, at this time and as may exist in the future, adopt the Plan. The provisions of the Plan shall apply separately and equally to each Company and its employees in the same manner as is expressly provided for American General Corporation and its employees, except that the power to appoint or otherwise affect the Plan Administrator shall be exercised by the Board alone. Transfer of employment among Companies and Affiliates shall not be considered a termination of employment hereunder. Any Company may, by appropriate action of its officers without the need for approval of its board of directors or noncorporate counterpart, the Plan Administrator, or the Board, terminate its participation in the Plan. Moreover, the Plan Administrator may, in its discretion, terminate a Company's Plan participation at any time. XII. MISCELLANEOUS 12.1 Not Contract of Employment. The adoption and maintenance of the Plan shall not be deemed to be a contract between the Company and any person or to be consideration for the employment of any person. Nothing herein contained shall be deemed to give any person the right to remain under contract with the Company or to be retained in the employ of the Company or to restrict the right of the Company to discharge any person at any time nor shall the Plan be deemed to give the Company the right to require any person to remain under contract with the Company or remain in the employ of the Company or to restrict any person's right to terminate his services at any time. 12.2 Alienation of Interest Forbidden. The interest of a Member or his beneficiary or beneficiaries hereunder may not be sold, transferred, assigned, or encumbered in any manner, either voluntarily or involuntarily, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be null and void; neither shall the benefits hereunder be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person to whom such benefits or funds are payable, nor shall they be an asset in bankruptcy or subject to garnishment, attachment or other legal or equitable proceedings. 12.3 Withholding. All Deferrals, Deferral Awards, and payments provided for hereunder shall be subject to applicable withholding and other deductions as shall be required of the Company under any applicable local, state or federal law. -14- 12.4 Guaranty. Plan provisions to the contrary notwithstanding, in the event any Affiliate that adopts the Plan pursuant to Article XI fails to make payment of the benefits due under the Plan on behalf of its Members, whether directly or through the Trust, American General Corporation shall be liable for and shall make payment of such benefits due as a guarantor of such entity's obligations hereunder. The guaranty obligations provided herein shall be satisfied directly and not through the Trust. 12.5 Amendment and Termination. The Board may from time to time, in its discretion, amend, in whole or in part, any or all of the provisions of the Plan; provided, however, that no amendment may be made that would impair the rights of a Member with respect to amounts already allocated to his Account. The Board may terminate the Plan at any time. In the event that the Plan is terminated, the balance in a Member's Account shall be paid to such Member or his designated beneficiary in the manner specified in the sole discretion of the Plan Administrator, which may include one lump sum payment in full satisfaction of all of such Member's or beneficiary's benefits hereunder. 12.6 Severability. If any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein. 12.7 Governing Laws. ALL PROVISIONS OF THE PLAN SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF TEXAS EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW. -15- EXECUTED this 7th day of May, 1998. AMERICAN GENERAL CORPORATION By: /S/ JON P. NEWTON -------------------------- Jon P. Newton Vice Chairman -16- EX-5 4 EXHIBIT 5 EXHIBIT 5 [AMERICAN GENERAL CORPORATION LETTERHEAD APPEARS HERE] May 6, 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 approval by the Board of Directors of the Company of the American General Corporation Deferred Compensation Plan (the "Plan"), and the registration pursuant to a Registration Statement on Form S-8 being filed with the Securities and Exchange Commission (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), of the offering and issuance of the Deferred Compensation Obligations of the Company under the Plan (the "Deferred Compensation Obligations"), which may involve the issuance pursuant to the Plan of shares of common stock, par value $.50 per share, of American General (the "Common Stock"). 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: All necessary corporate action has been taken to authorize the issuance of the Deferred Compensation Obligations and, 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 Deferred Compensation Obligations have been issued pursuant to the Plan as described in the prospectus of the Plan, the Deferred Compensation Obligations so issued will be legally issued, fully paid and nonassessable; and 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. [AMERICAN GENERAL CORPORATION LOGO APPEARS HERE] American General Corporation EXHIBIT 5 Page 2 May 6, 1998 This opinion is furnished to you in connection with the proposed issuance and sale by American General of Deferred Compensation Obligations and 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 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 Act, or the rules and regulations of the Securities and Exchange Commission issued thereunder. Very truly yours, /s/ SUSAN A. JACOBS EX-23.2 5 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in American General Corporation's ("AGC") Registration Statement on Form S-8 pertaining to the American General Corporation Deferred Compensation Plan 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 26, 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 May 5, 1998 -----END PRIVACY-ENHANCED MESSAGE-----