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