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EXHIBIT A
Effective as of June 30, 2000
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
MID CAP INDEX FUND
SMALL CAP VALUE FUND
PLAN OF LIQUIDATION AND DISSOLUTION
This Plan of Liquidation and Dissolution (the "Plan") concerns the Mid Cap
Index Fund and the Small Cap Value Fund (each a "Fund" and, together, the
"Funds"), each a series of American General Series Portfolio Company 2 (the
"Trust"), which is a Delaware business trust organized and existing under the
laws of the State of Delaware. The Mid Cap Index Fund and the Small Cap Value
Fund began operations on November 2, 1998. The Trust is registered as an open-
end management investment company registered under the Investment Company Act of
1940, as amended (the "Act"). The Plan is intended to accomplish the complete
liquidation and dissolution of the Funds in conformity with all provisions of
Delaware law and the Trust's Agreement and Declaration of Trust.
WHEREAS, the Trust's Board of Trustees (the "Board"), on behalf of the
Funds, has determined that it is in the best interests of the Funds and their
shareholders to liquidate and dissolve the Funds; and
WHEREAS, at a meeting of the Board on April 18, 2000, the Board considered
and adopted this Plan as the method of liquidating and dissolving the Funds;
NOW THEREFORE, the liquidation and dissolution of the Funds shall be
carried out in the manner hereinafter set forth:
1. EFFECTIVE DATE OF PLAN. The Plan shall become effective on such
date as the Board shall select (the "Effective Date"), following the
adoption and approval of the Plan by the execution of an action by written
consent of the holders of a majority of the outstanding voting securities
of each of the Funds.
2. DISSOLUTION. As promptly as practicable, consistent with the
provisions of the Plan, the Funds shall be dissolved in accordance with the
laws of the State of Delaware and the Trust's Agreement and Declaration of
Trust (such event constituting the "Dissolution").
3. CESSATION OF BUSINESS. After the Effective Date of the Plan, the
Funds shall cease their businesses as investment companies and shall not
engage in any business activities except for the purposes of winding up
their businesses and affairs, marshaling and preserving the value of their
assets and distributing their assets to
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shareholders in accordance with the provisions of the Plan after the
payment to (or reservation of assets for payment to) all creditors of the
Funds.
4. RESTRICTION OF TRANSFER AND REDEMPTION OF SHARES. The
proportionate interests of shareholders in the assets of the Funds shall be
fixed on the basis of their respective stockholdings at the close of
business on the Effective Date of the Plan. On the Effective Date, the
books of the Funds shall be closed.
5. LIQUIDATION OF ASSETS. As soon as is reasonable and practicable
after the Effective Date, all portfolio securities of the Funds shall be
converted to cash or cash equivalents.
6. PAYMENT OF DEBTS. As soon as practicable after the Effective
Date, the Funds shall determine and pay, or set aside in cash equivalent,
the amount of all known or reasonably ascertainable liabilities of the
Funds incurred or expected to be incurred prior to the date of the
liquidating distribution provided for in Section 7, below.
7. LIQUIDATING DISTRIBUTION. As soon as possible after the Effective
Date of the Plan, the Funds shall mail to each shareholder of record on the
Effective Date a liquidating distribution equal to such shareholder's
proportionate interest in the net assets of the Funds and information
concerning the sources of the liquidating distribution.
8. MANAGEMENT AND EXPENSES OF THE FUNDS SUBSEQUENT TO THE LIQUIDATING
DISTRIBUTION. The Variable Annuity Life Insurance Company, the Funds'
investment advisor ("VALIC"), shall bear all expenses incurred in
connection with carrying out this Plan of Liquidation and Dissolution
including, but not limited to, all printing, legal, accounting, custodian
and transfer agency fees, and the expenses of any reports to or meeting of
shareholders. Any expenses and liabilities attributed to the Funds
subsequent to the mailing of the liquidating distribution will be borne by
VALIC.
9. POWER OF BOARD OF TRUSTEES. The Board and the officers of the
Trust shall have authority to do or authorize any or all acts and things as
provided for in the Plan and any and all such further acts and things as
they may consider necessary or desirable to carry out the purposes of the
Plan, including the execution and filing of all certificates, documents,
information returns, tax returns and other papers which may be necessary or
appropriate to implement the Plan. The death, resignation or disability of
any officer or Trustee of the Trust shall not impair the authority of the
surviving or remaining Trustees or officers to exercise any of the powers
provided for in the Plan.
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10. The Board shall have the authority to authorize such variations
from or amendments of the provisions of the Plan as may be necessary or
appropriate to effect the marshaling of the assets of the Funds and the
dissolution, complete liquidation and termination of the existence of the
Funds, and the distribution of its net assets to shareholders in accordance
with the laws of the State of Delaware and the purpose to be accomplished
by the Plan.
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 2
The Variable Annuity Life Insurance Company
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