AMERICAN GENERAL CORP /TX/, S-3/A, 1995-05-22

AMERICAN GENERAL CORP /TX/
S-3/A, 1995-05-22
LIFE INSURANCE

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1995

REGISTRATION NO. 33-58317
NO. 33-58317-01
NO. 33-58317-02
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION

AMENDMENT NO. 5

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------

<TABLE>
<S> <C> <C>
AMERICAN GENERAL CORPORATION TEXAS 74-0483432
DELAWARE 51-0366269
AMERICAN GENERAL DELAWARE, L.L.C. 51-0366270
AMERICAN GENERAL CAPITAL, L.L.C. DELAWARE
(EXACT NAME OF EACH REGISTRANT AS (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) OF IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
AMERICAN GENERAL CORPORATION AMERICAN GENERAL DELAWARE, L.L.C.
2929 ALLEN PARKWAY AMERICAN GENERAL CAPITAL, L.L.C.
HOUSTON, TEXAS 77019-2155 2099 SOUTH DUPONT AVENUE
(713) 522-1111 DOVER, DELAWARE 19901
(302) 697-1912
</TABLE>

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF EACH
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------

<TABLE>
<S> <C>
JON P. NEWTON, ESQ. DAVID C. HUGHES
AMERICAN GENERAL CORPORATION AMERICAN GENERAL DELAWARE
2929 ALLEN PARKWAY MANAGEMENT CORPORATION
HOUSTON, TEXAS 77019-2155 2099 SOUTH DUPONT AVENUE
(713) 522-1111 DOVER, DELAWARE 19901
(302) 697-1912
</TABLE>

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE FOR EACH REGISTRANT)

PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:

<TABLE>
<S> <C>
SCOTT N. WULFE, ESQ. JOHN H. NEWMAN, ESQ.
VINSON & ELKINS L.L.P. BROWN & WOOD
2300 FIRST CITY TOWER ONE WORLD TRADE CENTER
1001 FANNIN NEW YORK, NEW YORK 10048
HOUSTON, TEXAS 77002 (212) 839-5336
(713) 758-2222
</TABLE>

---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: from time
to time after the effective date of this registration statement, as determined
in light of market conditions.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
---------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
EXPLANATORY NOTE

This Amendment is being filed for the sole purpose of filing certain exhibits.

<PAGE> 3

ITEM 16. EXHIBITS

The following exhibits are filed as a part of this Registration Statement:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION

<S> <C>
**1(a) -- Form of Underwriting Agreement (Debt Securities and Warrants to purchase
Debt Securities), including forms of Pricing Agreement and Delayed
Delivery Contract.
**1(b) -- Form of Underwriting Agreement (Common Stock and Warrants to Purchase
Common Stock), including forms of Pricing Agreement and Delayed Delivery
Contract.
**1(c) -- Form of Underwriting Agreement (Preferred Stock and Warrants to Purchase
Preferred Stock), including forms of Pricing Agreement and Delayed
Delivery Contract.
***1(d) -- Form of Underwriting Agreement (Convertible Preferred Securities).
***1(e) -- Form of Underwriting Agreement (Non-Convertible Preferred Securities).
4(a) -- Form of Senior Indenture, dated as of May 15, 1995, between the Company
and Chemical Bank, as Trustee. The form or forms of Senior Securities
with respect to each particular offering will be filed as an exhibit to
a Current Report on Form 8-K and incorporated herein by reference.
4(b) -- Form of Senior Subordinated Indenture, dated as of May 15, 1995, between
the Company and Chemical Bank, as Trustee. The form or forms of Senior
Subordinated Securities with respect to each particular offering will be
filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
4(c) -- Form of Junior Subordinated Indenture, dated as of May 15, 1995, between
the Company and Chemical Bank, as Trustee. Other than as set forth in
Exhibits 4(r) and 4(t) below, the form or forms of Junior Subordinated
Debentures with respect to each particular offering will be filed as an
exhibit to a Current Report on Form 8-K and incorporated herein by
reference.
4(d) -- Restated Articles of Incorporation of the Company (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 of the Company).
4(e) -- Rights Agreement dated as of July 27, 1989 between the Company and Texas
Commerce Bank National Association, as Rights Agent, and First Amendment
dated as of October 26, 1992 (incorporated by reference to Exhibit 4 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1989, and to Exhibit 19 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1992, respectively).
4(f) -- Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1993).
**4(g) -- Form of Debt Warrant Agreement, including form of Debt Warrant
Certificates.
**4(h) -- Form of Preferred Stock Warrant Agreement, including form of Preferred
Stock Warrant Certificates.
**4(i) -- Form of Common Stock Warrant Agreement, including form of Common Stock
Warrant Certificates.
***4(j) -- Certificate of Formation of American General Delaware, L.L.C.
4(k) -- Form of Amended and Restated Limited Liability Company Agreement of
American General Delaware, L.L.C.
</TABLE>

II-1
<PAGE> 4

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4(l) -- Form of the Terms of the Preferred Securities, Series A of American
General Delaware, L.L.C.
***4(m) -- Certificate of Formation of American General Capital, L.L.C.
4(n) -- Form of Amended and Restated Limited Liability Company Agreement of
American General Capital, L.L.C.
4(o) -- Form of Statement of Resolution Establishing Series of Shares of Series
A Cumulative Convertible Preferred Stock of the Company.
4(p) -- Form of Guarantee with respect to Preferred Securities of American
General Delaware, L.L.C.
4(q) -- Form of Guarantee with respect to Preferred Securities of American
General Capital, L.L.C.
4(r) -- Form of Resolutions Establishing the Convertible Junior Subordinated
Debentures, Series A of the Company.
4(s) -- Form of the Terms of the Preferred Securities, Series A of American
General Capital, L.L.C.
4(t) -- Form of Resolutions Establishing the Subordinated Debentures, Series A
of the Company.
***4(u) -- Form of Certificate Evidencing Preferred Securities, Series A of
American General Delaware, L.L.C.
***4(v) -- Form of Certificate Evidencing Preferred Securities, Series A of
American General Capital, L.L.C.
5 -- Opinion and Consent of Vinson & Elkins L.L.P.
8 -- Opinion and Consent of Vinson & Elkins L.L.P. with respect to certain
tax matters.
***12 -- Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings
to Combined Fixed Charges and Preferred Stock Dividends.
23(a) -- Consent of Vinson & Elkins L.L.P. (contained in their opinions in
Exhibits 5 and 8).
***23(b) -- Consent of Ernst & Young LLP, Independent Auditor.
***23(c) -- Consent of Coopers & Lybrand L.L.P., Independent Accountants.
***24 -- Powers of Attorney.
25(a) -- Form T-1 Statement of Eligibility of Chemical Bank, as Trustee under the
Senior Indenture.
25(b) -- Form T-1 Statement of Eligibility of Chemical Bank, as Trustee under the
Senior Subordinated Indenture.
25(c) -- Form T-1 Statement of Eligibility of Chemical Bank, as Trustee under the
Junior Subordinated Indenture.
</TABLE>

---------------

** To be filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.

*** Previously filed.

II-2
<PAGE> 5

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AMERICAN
GENERAL CORPORATION CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS,
ON MAY 19, 1995.

AMERICAN GENERAL CORPORATION
(Registrant)

By: /s/ AUSTIN P. YOUNG
Austin P. Young
Senior Vice President and
Chief Financial Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AMERICAN
GENERAL DELAWARE, L.L.C. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED
THIS REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NASHVILLE, STATE OF
TENNESSEE, ON MAY 19, 1995.

AMERICAN GENERAL DELAWARE, L.L.C.
(Registrant)

By: American General Delaware
Management
Corporation, as Manager

By: /s/ KENT E. BARRETT
Kent E. Barrett
Vice President and Treasurer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AMERICAN
GENERAL CAPITAL, L.L.C. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT
IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NASHVILLE, STATE OF
TENNESSEE, ON MAY 19, 1995.

AMERICAN GENERAL CAPITAL, L.L.C.
(Registrant)

By: American General Delaware
Management
Corporation, as Manager

By: /s/ KENT E. BARRETT
Kent E. Barrett
Vice President and Treasurer

II-3
<PAGE> 6

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------------------------------------------- ---------------------------------------------

<C> <S>
HAROLD S. HOOK* Chairman of the Board, Chief Executive
(Harold S. Hook) Officer and Director (principal executive
officer)

/s/ AUSTIN P. YOUNG Senior Vice President and Chief Financial
(Austin P. Young) Officer (principal financial officer)

/s/ PAMELA J. PENNY Vice President and Controller (principal
(Pamela J. Penny) accounting officer)

J. EVANS ATTWELL* Director
(J. Evans Attwell)

BRADY F. CARRUTH* Director
(Brady F. Carruth)

W. LIPSCOMB DAVIS, JR.* Director
(W. Lipscomb Davis, Jr.)

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)
</TABLE>

II-4
<PAGE> 7

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------------------------------------------- ---------------------------------------------

<C> <S>
/s/ JAMES R. TUERFF Director
(James R. Tuerff)

*By: /s/ JAMES R. TUERFF
(James R. Tuerff, Attorney-in-fact)
</TABLE>

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES WITH AMERICAN GENERAL DELAWARE MANAGEMENT CORPORATION (AS THE
MANAGER OF EACH OF AMERICAN GENERAL DELAWARE, L.L.C. AND AMERICAN GENERAL
CAPITAL, L.L.C.) INDICATED ON MAY 19, 1995.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------------------------------------------- ---------------------------------------------

<C> <S>
/s/ JAMES S. D'AGOSTINO Chairman and Director (principal executive
(James S. D'Agostino) officer)

/s/ LEO LEBOS, JR. President and Director
(Leo Lebos, Jr.)

/s/ KENT E. BARRETT Vice President, Treasurer and Director
(Kent E. Barrett) (principal financial and accounting officer)
</TABLE>

II-5
<PAGE> 8

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
---------------------- ------------------------------------------------------------- -----------
<S> <C> <C>
**1(a) -- Form of Underwriting Agreement (Debt Securities and Warrants
to purchase Debt Securities), including forms of Pricing
Agreement and Delayed Delivery Contract.
**1(b) -- Form of Underwriting Agreement (Common Stock and Warrants to
Purchase Common Stock), including forms of Pricing Agreement
and Delayed Delivery Contract.
**1(c) -- Form of Underwriting Agreement (Preferred Stock and Warrants
to Purchase Preferred Stock), including forms of Pricing
Agreement and Delayed Delivery Contract.
***1(d) -- Form of Underwriting Agreement (Convertible Preferred
Securities).
***1(e) -- Form of Underwriting Agreement (Non-Convertible Preferred
Securities).
4(a) -- Form of Senior Indenture, dated as of May 15, 1995, between
the Company and Chemical Bank, as Trustee. The form or forms
of Senior Securities with respect to each particular offering
will be filed as an exhibit to a Current Report on Form 8-K
and incorporated herein by reference.
4(b) -- Form of Senior Subordinated Indenture, dated as of May 15,
1995, between the Company and Chemical Bank, as Trustee. The
form or forms of Senior Subordinated Securities with respect
to each particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by
reference.
4(c) -- Form of Junior Subordinated Indenture, dated as of May 15,
1995, between the Company and Chemical Bank, as Trustee.
Other than as set forth in Exhibits 4(r) and 4(t) below, the
form or forms of Junior Subordinated Debentures with respect
to each particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by
reference.
4(d) -- Restated Articles of Incorporation of the Company (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 of the Company).
4(e) -- Rights Agreement dated as of July 27, 1989 between the
Company and Texas Commerce Bank National Association, as
Rights Agent, and First Amendment dated as of October 26,
1992 (incorporated by reference to Exhibit 4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1989, and to Exhibit 19 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1992,
respectively).
4(f) -- Bylaws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993).
**4(g) -- Form of Debt Warrant Agreement, including form of Debt
Warrant Certificates.
**4(h) -- Form of Preferred Stock Warrant Agreement, including form of
Preferred Stock Warrant Certificates.
</TABLE>

<PAGE> 9

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
---------------------- ------------------------------------------------------------- -----------
<S> <C> <C>
**4(i) -- Form of Common Stock Warrant Agreement, including form of
Common Stock Warrant Certificates.
***4(j) -- Certificate of Formation of American General Delaware, L.L.C.
4(k) -- Form of Amended and Restated Limited Liability Company
Agreement of American General Delaware, L.L.C.
4(l) -- Form of the Terms of the Preferred Securities, Series A of
American General Delaware, L.L.C.
***4(m) -- Certificate of Formation of American General Capital, L.L.C.
4(n) -- Form of Amended and Restated Limited Liability Company
Agreement of American General Capital, L.L.C.
4(o) -- Form of Statement of Resolution Establishing Series of Shares
of Series A Cumulative Convertible Preferred Stock of the
Company.
4(p) -- Form of Guarantee with respect to Preferred Securities of
American General Delaware, L.L.C.
4(q) -- Form of Guarantee with respect to Preferred Securities of
American General Capital, L.L.C.
4(r) -- Form of Resolutions Establishing the Convertible Junior
Subordinated Debentures, Series A of the Company.
4(s) -- Form of the Terms of the Preferred Securities, Series A of
American General Capital, L.L.C.
4(t) -- Form of Resolutions Establishing the Subordinated Debentures,
Series A of the Company.
***4(u) -- Form of Certificate Representing Preferred Securities, Series
A of American General Delaware, L.L.C.
***4(v) -- Form of Certificate Representing Preferred Securities, Series
A of American General Capital, L.L.C.
5 -- Opinion and Consent of Vinson & Elkins L.L.P.
8 -- Opinion and Consent of Vinson & Elkins L.L.P. with respect to
certain tax matters.
***12 -- Computation of Ratio of Earnings to Fixed Charges and Ratio
of Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
23(a) -- Consent of Vinson & Elkins L.L.P. (contained in their
opinions in Exhibits 5 and 8).
***23(b) -- Consent of Ernst & Young LLP, Independent Auditor.
***23(c) -- Consent of Coopers & Lybrand L.L.P., Independent Accountants.
***24 -- Powers of Attorney.
25(a) -- Form T-1 Statement of Eligibility of Chemical Bank, as
Trustee under the Senior Indenture.
25(b) -- Form T-1 Statement of Eligibility of Chemical Bank, as
Trustee under the Senior Subordinated Indenture.
25(c) -- Form T-1 Statement of Eligibility of Chemical Bank, as
Trustee under the Junior Subordinated Indenture.
</TABLE>

---------------

** To be filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.

*** Previously filed.

<PAGE> 1
EXHIBIT 4(a)

================================================================================

AMERICAN GENERAL CORPORATION

CHEMICAL BANK

TRUSTEE

------------------------------------

SENIOR INDENTURE

------------------------------------

DATED AS OF MAY 15, 1995

(SENIOR DEBT SECURITIES)

================================================================================

<PAGE> 2

TABLE OF CONTENTS

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
<TABLE>
<S> <C>
SECTION 101. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authorized Newspaper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Bearer Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Certificate of a Firm of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Common Stock Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
coupon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Debt Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Designated Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ECU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
European Community . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Foreign Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Indexed Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
mandatory sinking fund payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>

-i-
<PAGE> 3

<TABLE>
<S> <C>
New York Banking Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
New York Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
optional sinking fund payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Original Issue Discount Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Predecessor Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Preferred Stock Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Registered Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Required Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Security Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Security Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
United States Alien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
U.S. Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 102. Compliance Certificates and Opinions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 103. Form of Documents Delivered to Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 104. Acts of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 105. Notices, etc., to Trustee and Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 106. Notice to Holders of Securities; Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 107. Language of Notices, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 108. Conflict with Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 109. Effect of Headings and Table of Contents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 110. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 111. Separability and Saving Clauses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 112. Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 113. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 114. Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>

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SECTION 115. Judgment Currency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms of Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 202. Form of Trustee's Certificate of Authentication. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 203. Securities in Global Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 302. Currency; Denominations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 303. Execution, Authentication, Delivery and Dating. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 304. Temporary Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 305. Registration, Registration of Transfer and Exchange. . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 307. Payment of Interest and Certain Additional Amounts; Rights Preserved. . . . . . . . . . . . . . . . . 31
SECTION 308. Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 309. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 310. Computation of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 402. Application of Trust Money. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 502. Acceleration of Maturity; Rescission and Annulment. . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. . . . . . . . . . . . . . . . . . . 40
SECTION 504. Trustee May File Proofs of Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 505. Trustee May Enforce Claims without Possession of Securities or Coupons. . . . . . . . . . . . . . . . 42
SECTION 506. Application of Money Collected. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
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SECTION 507. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 508. Unconditional Right of Holders to Receive Principal and any Premium, Interest and Additional
Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 509. Restoration of Rights and Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 510. Rights and Remedies Cumulative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 511. Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 512. Control by Holders of Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 513. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 514. Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 515. Waiver of Stay or Extension Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 602. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 603. Certain Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 604. Not Responsible for Recitals or Issuance of Securities. . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 605. May Hold Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 606. Money Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 607. Compensation and Reimbursement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 608. Disqualifications; Conflicting Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 609. Corporate Trustee Required; Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 610. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 611. Acceptance of Appointment by Successor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 612. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . . . . . 54
SECTION 613. Appointment of Authenticating Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders of Registered Securities. . . . . . . . . . 56
SECTION 702. Preservation of Information; Communications to Holders. . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 703. Reports by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 704. Reports by Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
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ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE OR CONVEYANCE
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SECTION 801. Consolidations and Mergers of Company and Sales and Conveyances Permitted Subject to Certain
Conditions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 802. Rights and Duties of Successor Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 803. Officers' Certificate and Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures without Consent of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 902. Supplemental Indentures with Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 903. Execution of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 904. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 905. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 906. Reference in Securities to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . 65

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal and any Premium, Interest and Additional Amounts . . . . . . . . . . . . . . . . 65
SECTION 1002. Maintenance of Office or Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 1003. Money for Securities Payments to be Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 1004. Additional Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 1005. Statement as to Compliance; Notice of Certain Defaults . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 1006. Corporate Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1007. Limitation on Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1008. Waiver of Certain Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 1009. Defeasance of Certain Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 1102. Election to Redeem; Notice to Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 1103. Selection by Trustee of Securities to be Redeemed. . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 1104. Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 1105. Deposit of Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
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SECTION 1106. Securities Payable on Redemption Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 1107. Securities Redeemed in Part. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 1203. Redemption of Securities for Sinking Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

ARTICLE FOURTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1401. Purposes for Which Meetings May Be Called. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 1402. Call, Notice and Place of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 1403. Persons Entitled to Vote at Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 1404. Quorum; Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 1405. Determination of Voting Rights; Conduct and Adjournment of Meetings. . . . . . . . . . . . . . . . . 81
SECTION 1406. Counting Votes and Recording Action of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

ARTICLE FIFTEEN

MISCELLANEOUS PROVISIONS

SECTION 1501. Securities in Foreign Currencies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 1502. Conversion or Exchange of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 1503. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
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SENIOR INDENTURE, dated as of May 15, 1995, between AMERICAN
GENERAL CORPORATION, a Texas corporation (hereinafter called the "Company"),
having its principal office at 2929 Allen Parkway, Houston, Texas 77019 and
CHEMICAL BANK, a New York corporation having its principal corporate trust
office at 450 West 33rd St., New York, New York 10001, as Trustee (hereinafter
called the "Trustee").

RECITALS OF THE COMPANY

The Company deems it necessary to issue from time to time for its
lawful purposes debt securities (hereinafter called the "Securities") evidencing
its unsecured and unsubordinated indebtedness and has duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Securities, unlimited as to principal amount, to bear such rates of interest, if
any, to mature at such time or times, to be issued in one or more series and to
have such other provisions as shall be fixed as hereinafter provided.

All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

This Indenture is subject to the provisions of the Trust Indenture Act
(as hereinafter defined) and the rules and regulations of the Commission (as
hereinafter defined) promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

NOW, THEREFORE, THIS INDENTURE WITNESSETH

For and in consideration of the premises and the purchase of the
Securities by the Holders (as hereinafter defined) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities or of any series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

For all purposes of this Indenture, except as otherwise expressly
provided in or pursuant to this Indenture or unless the context otherwise
requires:

(a) the terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as
the singular;

(b) all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

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<PAGE> 9

(c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles in the United States and, except as otherwise
herein expressly provided, the term "generally accepted accounting
principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally
accepted in the United States at the date of such computation;

(d) the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision; and

(e) the term "day," unless designated as a "Business Day,"
means a calendar day.

"Act," when used with respect to any Holder, has the meaning
specified in Section 104.

"Additional Amounts" means any additional amounts that are
required by the Securities of a particular series or by or pursuant to
a supplemental indenture, Board Resolution or other instrument
authorizing such series of Securities, under the circumstances
specified therein, to be paid by the Company in respect of certain
taxes, duties, assessments or other governmental charges imposed on
certain Holders and which are owing to such Holders.

"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of
this definition, "control," when used with respect to any specified
Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 613 to act on behalf of the Trustee to
authenticate Securities of one or more series.

"Authorized Newspaper" means a newspaper, in an official
language of the country of publication or in the English language,
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation in the place
in connection with which the term is used or in the financial community
of such place. Where successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the
same or in different Authorized Newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

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"Bearer Security" means any Security in the form established
pursuant to Section 201 which is payable to bearer.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

"Board Resolution" means a copy of one or more resolutions
certified by the Secretary or an Assistant Secretary of the Company to
have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, delivered to the
Trustee.

"Business Day," when used with respect to any Place of Payment
or any other particular location referred to in this Indenture or in
the Securities, means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in that Place of
Payment or such other location are authorized or obligated by law or
executive order to close except as may otherwise be provided in the
form of Securities of any particular series pursuant to the provisions
of this Indenture.

"Certificate of a Firm of Independent Public Accountants" means
a certificate signed by an independent public accountant or a firm of
independent public accountants who may be the independent public
accountants regularly retained by the Company or who may be other
independent public accountants. Such accountant or firm shall be
entitled to rely upon an Opinion of Counsel as to the interpretation of
any legal matters relating to such certificate.

"Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange
Act of 1934, as amended, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties
now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

"Common Stock" means the Common Stock, par value $.50 per
share, of the Company or any other class of stock resulting from
changes or reclassifications of such Common Stock consisting solely of
changes in par value, or from par value to no par value, or from no par
value to par value. Subject to the anti-dilution provisions of any
convertible Security, however, shares of Common Stock issuable on
conversion of a Security shall include only shares of the class
designated as Common Stock of the Company at the date of the
supplemental indenture, Board Resolution or other instrument
authorizing such Security or shares of any class or classes resulting
from any reclassification or reclassifications thereof and which have
no preference in respect of the payment of dividends or the
distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to
redemption by the Company, provided that if at any time there shall be
more than one such resulting class, the shares of each such class then
so issuable shall be substantially in the proportion which the total
number of shares of such class resulting from all such

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<PAGE> 11

reclassifications bears to the total number of shares of such classes
resulting from all such reclassifications.

"Common Stock Warrants" means warrants to purchase Common
Stock.

"Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor corporation shall have
become such pursuant to the applicable provisions of this Indenture,
and thereafter "Company" shall mean such successor corporation.

"Company Request" and "Company Order" mean, respectively, a
written request or order signed in the name of the Company by the
Chairman, the Vice Chairman, the President or a Vice President (any
reference to a Vice President of the Company herein shall be deemed to
include any Vice President of the Company whether or not designated by
a number or a word or words added before or after the title "Vice
President"), and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, delivered to the
Trustee.

"Corporate Trust Office" means the office of the Trustee in The
City of New York at which, at any particular time, its corporate trust
business shall be principally administered, which office on the date of
execution of this Indenture is located at 450 West 33rd Street, New
York, New York 10001.

"corporation" includes corporations, associations, companies
and business trusts.

"coupon" means any interest coupon appertaining to a Bearer
Security.

"Debt Warrants" means warrants to purchase Securities.

"Defaulted Interest" has the meaning specified in Section 307.

"Depository" has the meaning specified with respect to such
term under the definition of "U.S. Depository."

"Designated Subsidiary" means any present or future
consolidated Subsidiary, the consolidated assets of which constitute at
least 15 percent of the consolidated assets of the Company.

"Dollars" or "$" or any similar reference shall mean the coin
or currency of the United States of America as at the time shall be
legal tender for the payment of public and private debts, except as may
otherwise be provided in the form of Securities of any particular
series pursuant to the provisions of this Indenture.

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<PAGE> 12

"ECU" means the European Currency Unit as defined and revised
from time to time by the Council of the European Community.

"European Community" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy
Community.

"Event of Default" has the meaning specified in Section 501.

"Foreign Currency" means any currency, currency unit or
composite currency, including, without limitation, the ECU, issued by
the government of one or more countries other than the United States of
America or by any recognized confederation or association of such
governments.

"Government Obligations", with respect to any Security, means
(i) direct obligations of the government or governments which issued
the currency in which the principal of or any premium or interest on
such Security or any Additional Amounts in respect thereof shall be
payable, in each case where the payment or payments thereunder are
supported by the full faith and credit of such government or
governments or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of such government or
governments, in each case where the timely payment or payments
thereunder are unconditionally guaranteed as a full faith and credit
obligation by such government or governments, and which, in the case of
(i) or (ii), are not callable or redeemable at the option of the issuer
or issuers thereof, and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal
of or other amount with respect to any such Government Obligation held
by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific
payment of interest on or principal of or other amount with respect to
the Government Obligation evidenced by such depository receipt.

"Holder" means, in the case of a Registered Security, the
Person in whose name the Security is registered in the Security
Register and, in the case of a Bearer Security (or any temporary global
Security), the bearer thereof, and, in the case of any coupon, the
bearer thereof.

"Indebtedness" means all obligations which in accordance with
generally accepted accounting principles would be classified upon a
balance sheet as liabilities, including without limitation by the
enumeration thereof, obligations arising through direct or indirect
guarantees (including agreements, contingent or otherwise, to purchase
Indebtedness or to purchase property or services for the primary
purpose of enabling the payment of Indebtedness or assuring the owner
of Indebtedness against loss) or through agreements, contingent or
otherwise, to supply or advance funds for the

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<PAGE> 13

payment or purchase of Indebtedness of others; provided, however, that
in determining Indebtedness of any Person, there shall not be included
rental obligations under any lease of such Person, whether or not such
rental obligations would, under generally accepted accounting
principles, be required to be shown on the balance sheet of such Person
as a liability item.

"Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of
Securities established as contemplated by Section 301.

"Indexed Security" means a Security the terms of which provide
that the principal amount thereof payable at Stated Maturity may be
more or less than the principal face amount thereof at original
issuance.

"interest," when used with respect to an Original Issue
Discount Security which by its terms bears interest only after
Maturity, means interest payable after Maturity, and, when used with
respect to a Security which provides for the payment of Additional
Amounts pursuant to Section 1004, includes such Additional Amounts.

"Interest Payment Date," when used with respect to any
Security, means the Stated Maturity of an installment of interest on
such Security.

"Judgment Currency" has the meaning specified in Section 115.

"mandatory sinking fund payment" has the meaning specified in
Section 1201.

"Maturity," when used with respect to any Security, means the
date on which the principal of such Security or an installment of
principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration,
notice of redemption, notice of option to elect repayment or otherwise,
and includes the Redemption Date.

"New York Banking Day" has the meaning specified in Section
115.

"New York Facility" means the Corporate Trust Office of the
Trustee as long as such Corporate Trust Office is located in The City
of New York and otherwise means the facility of the Trustee located in
The City of New York at which Securities may be presented or
surrendered for payment or registration of transfer or exchange or for
conversion or exchange and where notices and demands to or upon the
Company in respect of Securities and this Indenture may be served,
either pursuant to Section 1002 or as so specified pursuant to Section
301.

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<PAGE> 14

"Officers' Certificate" means a certificate signed by the
Chairman, the President or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the
Company which certificate complies with the requirements, if
applicable, of Section 314(e) of the Trust Indenture Act and is
delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel who is
(except as otherwise expressly provided in this Indenture) an employee
of or counsel for the Company, or other counsel acceptable to the
Trustee, which opinion complies with the requirements, if applicable,
of Section 314(e) of the Trust Indenture Act.

"optional sinking fund payment" has the meaning specified in
Section 1201.

"Original Issue Discount Security" means any Security issued
pursuant to this Indenture which provides for an amount less than the
principal amount thereof to be due and payable upon acceleration
thereof pursuant to Section 502.

"Outstanding," when used with respect to any Securities means,
as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:

(a) any such Security theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

(b) any such Security, or portion thereof, for whose payment or
redemption money and/or Government Obligations in the necessary amount
has been theretofore deposited pursuant hereto with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities and any coupons
thereto appertaining, provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has
been made;

(c) any such Security that has been paid pursuant to Section
306 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any
such Security in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Security is held by a
bona fide purchaser in whose hands such Security is a valid obligation
of the Company; and

(d) any such Security, or portion thereof, converted into, or
exchanged for, Common Stock, Preferred Stock, other Securities or
securities, Debt Warrants, Common Stock Warrants or Preferred Stock
Warrants if the terms of such Security provide for such conversion or
exchange;

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<PAGE> 15

provided, however, that in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder or whether a quorum is present at a meeting of Holders of
Securities, (i) the principal amount of an Original Issue Discount
Security that shall be counted in making such determination and that
shall be deemed to be Outstanding for such purposes shall be equal to
the amount of the principal thereof that would be due and payable
pursuant to the terms of such Original Issue Discount Security as of
the date of such determination upon acceleration thereof pursuant to
Section 502, (ii) the principal amount of a Security denominated in a
Foreign Currency shall be the Dollar equivalent, determined on the date
of original issuance of such Security, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent
on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security, (iii) the
principal amount of an Indexed Security that shall be counted in making
such determination and that shall be deemed to be Outstanding for such
purposes shall be equal to the principal face amount of such Indexed
Security at original issuance, and (iv) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, or upon any such determination as
to the presence of a quorum, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned that have been
pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any coupons
appertaining thereto or any Affiliate of the Company or such other
obligor.

"Paying Agent" means the Company or any Person authorized by
the Company to pay the principal of and any premium or interest on, or
any Additional Amounts with respect to, any Security or any coupon
appertaining thereto on behalf of the Company.

"Person" means any individual, corporation, limited liability
company, partnership, joint venture, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.

"Place of Payment," when used with respect to the Securities of
any series, means the place or places where, subject to the provisions
of Section 1002, the principal of, or any premium or interest on, or
any Additional Amounts with respect to, the Securities of that series
are payable as specified as contemplated by Section 301.

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<PAGE> 16

or stolen Security or a Security to which a mutilated, destroyed, lost
or stolen coupon appertains shall be deemed to evidence the same debt
as the mutilated, destroyed, lost or stolen Security or the Security to
which the mutilated, destroyed, lost or stolen coupon appertains, as
the case may be.

"Preferred Stock" means, with respect to the Company, its
Preferred Stock, $1.50 par value per share, of any series.

"Preferred Stock Warrants" means warrants to purchase Preferred
Stock.

"Redemption Date," when used with respect to any Security or
portion thereof to be redeemed, means the date fixed for such
redemption by or pursuant to this Indenture.

"Redemption Price," when used with respect to any Security or
portion thereof to be redeemed, means the price at which it is to be
redeemed as determined by or pursuant to this Indenture.

"Registered Security" means any Security established pursuant
to Section 201 which is registered in the Security Register.

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of any series means the date,
if any, specified for that purpose as contemplated by Section 301,
whether or not a Business Day.

"Required Currency" has the meaning specified in Section 115.

"Responsible Officer," when used with respect to the Trustee,
means any officer of the Trustee assigned by it to administer corporate
trust matters.

"Security" or "Securities" means any Security or Securities, as
the case may be, authenticated and delivered under this Indenture;
provided, however, that, if at any time there is more than one Person
acting as Trustee under this Indenture, "Securities," with respect to
any such Person, shall mean Securities authenticated and delivered
under this Indenture, exclusive, however, of Securities of any series
as to which such Person is not Trustee.

"Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

"Special Record Date" for the payment of any Defaulted Interest
on the Registered Securities of any series means a date fixed by the
Trustee pursuant to Section 307.

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<PAGE> 17

"Stated Maturity," when used with respect to any Security or
any installment of principal thereof or interest thereon or any
Additional Amounts with respect thereto, means the fixed date on which
the principal of such Security or such installment of principal or
interest is or such Additional Amounts are due and payable, determined
as contemplated by Section 301.

"Subsidiary" means any corporation of which at the time of
determination the Company and/or one or more Subsidiaries owns or
controls directly or indirectly more than 50% of the total voting power
of shares of stock or other equity interests having general voting
power under ordinary circumstances (without regard to the occurrence of
any contingency) and entitled to vote in the election of directors,
managers or trustees of such corporation.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a
particular provision thereof shall mean such Trust Indenture Act or
provision, as the case may be, as amended or replaced from time to time
or as supplemented from time to time by rules or regulations adopted by
the Commission under or in furtherance of the purposes of such Trust
Indenture Act or provision, as the case may be.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have
become such with respect to one or more series of Securities pursuant
to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee
hereunder, and if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall
mean the Trustee with respect to the Securities of that series.

"United States," except as otherwise provided in or pursuant to
this Indenture, means the United States of America (including the
States thereof and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction.

"United States Alien," except as otherwise provided in or
pursuant to this Indenture, means any Person who, for United States
Federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or
trust, or a foreign partnership one or more of the members of which is,
for United States Federal income tax purposes, a foreign corporation, a
non-resident alien individual or a non-resident alien fiduciary of a
foreign estate or trust.

"U.S. Depository" or "Depository" means, with respect to any
Security issuable or issued in the form of one or more global
Securities, the Person designated as U.S. Depository or Depository by
the Company in or pursuant to this Indenture, which Person must be, to
the extent required by applicable law or regulation, a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and,
if so provided with respect to any Security, any successor to such
Person. If at any time there is more

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<PAGE> 18

than one such Person, "U.S. Depository" or "Depository" shall mean,
with respect to any Securities, the qualifying entity which has been
appointed with respect to such Securities.

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, provided that in the case
of any such application or request as to which the furnishing of such documents
or either of them is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

(a) a statement that each individual signing such certificate
or opinion has read such condition or covenant and the definitions
herein relating thereto;

(b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;

(c) a statement that, in the opinion of each such individual,
he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such condition
or covenant has been complied with; and

(d) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

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<PAGE> 19

the certificate or opinion or representations with respect to matters upon which
his certificate or opinion is based are erroneous. Any such certificate of
counsel or Opinion of Counsel or representations by counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture or any Security, they may, but need not, be
consolidated and form one instrument.

SECTION 104. ACTS OF HOLDERS.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by or pursuant to this
Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by an agent duly appointed in
writing. If, but only if, Securities of a series are issuable as Bearer
Securities in whole or in part, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by or
pursuant to this Indenture to be given or taken by Holders of
Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting
in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly
called and held in accordance with the provisions of Article Fourteen,
or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective
when such instrument or instruments or record or both are delivered to
the Trustee and, where it is hereby expressly required, to the Company.
Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments
or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding
by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 601) conclusive in favor of the
Trustee and the Company and any agent of the Trustee or the Company, if
made in the manner provided in this Section. The record of any meeting
of Holders of Securities shall be proved in the manner provided in
Section 1406.

Without limiting the generality of this Section 104, unless
otherwise provided in or pursuant to this Indenture, a Holder,
including a Depository that is a Holder of a global Security, may make,
give or take, by a proxy or proxies, duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or
other action provided in or pursuant to this Indenture to be made,
given or taken by Holders, and a Depository that is a Holder of a
global Security may provide its proxy or proxies

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<PAGE> 20

to the beneficial owners of interests in any such global Security
through such Depository's standing instructions and customary
practices.

The Trustee may fix a record date for the purpose of
determining the Persons who are beneficial owners of interests in any
global Security held by a Depository entitled under the procedures of
such Depository to make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in or pursuant to this
Indenture to be made, given or taken by Holders. If such a record date
is fixed, the Holders on such record date or their duly appointed proxy
or proxies, and only such Persons, shall be entitled to make, give or
take such request, demand, authorization, direction, notice, consent,
waiver or other action, whether or not such Holders remain Holders
after such record date. No such request, demand, authorization,
direction, notice, consent, waiver or other action shall be valid or
effective if made, given or taken more than 90 days after such record
date.

(b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness
of such execution or by a certificate of a notary public or other
officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to
him the execution thereof. Where such execution is by a signer acting
in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The
fact and date of the execution of any such instrument or writing, or
the authority of the Person executing the same, may also be proved in
any other manner which the Trustee deems sufficient.

(c) The ownership of Registered Securities and the principal
amount and serial numbers of Registered Securities held by any Person,
and the date of holding the same, shall be proved by the Security
Register.

(d) The ownership, principal amount and serial numbers of
Bearer Securities held by any Person, and the date of holding the same,
may be proved by the production of such Bearer Securities or by a
certificate executed, as depositary, by any trust company, bank, banker
or other depositary reasonably acceptable to the Company, wherever
situated, if such certificate shall be deemed by the Company and the
Trustee to be satisfactory, showing that at the date therein mentioned
such Person had on deposit with such depositary, or exhibited to it,
the Bearer Securities therein described; or such facts may be proved by
the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Company
and the Trustee to be satisfactory. The Trustee and the Company may
assume that such ownership of any Bearer Security continues until (i)
another certificate or affidavit bearing a later date issued in respect
of the same Bearer Security is produced, or (ii) such Bearer Security
is produced to the Trustee by some other Person, or (iii) such Bearer
Security is surrendered in exchange for a Registered Security, or (iv)
such Bearer Security is no longer Outstanding. The ownership, principal
amount and serial

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<PAGE> 21

numbers of Bearer Securities held by any Person, and the date of
holding the same, may also be proved in any other manner that the
Company and the Trustee deem sufficient.

(e) If the Company shall solicit from the Holders of any
Registered Securities any request, demand, authorization, direction,
notice, consent, waiver or other action, the Company may, at its
option, by Board Resolution, fix in advance a record date for the
determination of Holders of Registered Securities entitled to give such
request, demand, authorization, direction, notice, consent, waiver or
other action, but the Company shall have no obligation to do so. If
such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action may be given before
or after such record date, but only the Holders of Registered
Securities of record at the close of business on such record date shall
be deemed to be Holders for the purposes of determining whether Holders
of the requisite proportion of Outstanding Securities have authorized
or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the
Holders of Registered Securities on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date.

(f) Any request, demand, authorization, direction, notice,
consent, waiver or other action of the Holder of any Security shall
bind every future Holder of the same Security and the Holder of every
Security issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee, any Security Registrar,
any Paying Agent, any Authenticating Agent or the Company in reliance
thereon, whether or not notation of such action is made upon such
Security.

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

Any request, demand, authorization, direction, notice, consent, waiver
or other Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

(a) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trustee Administration Department, or

(b) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, by United States
first-class mail, postage prepaid, to the Company addressed to the
attention of its Treasurer at the address of its principal office
specified in the first paragraph of this instrument or at any other
address previously furnished in writing to the Trustee by the Company.

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<PAGE> 22

SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER.

Except as otherwise expressly provided in or pursuant to the provisions
of this Indenture, where this Indenture provides for notice to Holders of
Securities of any event,

(a) such notice shall be sufficiently given to Holders of
Registered Securities if in writing and mailed by United States
first-class mail, postage prepaid, to each Holder of a Registered
Security affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice; and

(b) such notice shall be sufficiently given to Holders of
Bearer Securities if published in an Authorized Newspaper in The City
of New York and in such other city or cities, if any, as may be
specified in such Securities and, if the Securities of such series are
then listed on any stock exchange outside the United States, in an
Authorized Newspaper in such city as the Company shall advise the
Trustee that such stock exchange so requires, on a Business Day at
least twice, the first such publication to be not earlier than the
earliest date and the second such publication to be not later than the
latest date prescribed for the giving of such notice.

In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice to Holders of
Registered Securities by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.

In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice to Holders
of Registered Securities given as provided herein.

Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

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SECTION 107. LANGUAGE OF NOTICES, ETC.

Any request, demand, authorization, direction, notice, consent,
election or waiver required or permitted under this Indenture shall be in the
English language, except that, if the Company so elects, any published notice
may be in an official language of the country of publication.

SECTION 108. CONFLICT WITH TRUST INDENTURE ACT.

If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required to be a part of and govern this
Indenture, such required provision shall control.

SECTION 109. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 110. SUCCESSORS AND ASSIGNS.

All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not, and all rights of
the Company hereunder shall inure to the benefit of such successors and assigns.

SECTION 111. SEPARABILITY AND SAVING CLAUSES.

(a) In case any provision in this Indenture or in any Security
or coupon shall be invalid, illegal or unenforceable, either wholly or
partially, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

(b) No provision of this Indenture or of any Security shall
require the payment or permit the collection of interest or any
Additional Amounts in excess of the maximum which is not prohibited by
law. If any such excess interest is provided for herein or in any
Security, which shall be adjudicated to be so provided for, then the
Company shall not be obligated to pay such interest or Additional
Amounts in excess of the maximum not prohibited by law.

SECTION 112. BENEFITS OF INDENTURE.

Nothing in this Indenture or in any Security or coupon, express or
implied, shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent, any Authenticating Agent and their respective
successors and assigns hereunder, and the Holders of Securities or coupons, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

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SECTION 113. GOVERNING LAW.

This Indenture and the Securities and coupons, including the validity
thereof, shall be governed by and construed in accordance with the laws of the
State of New York.

SECTION 114. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date, date for
repayment at the option of a Holder, Maturity or Stated Maturity of any Security
shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or the Securities or coupons other than a
provision in the Securities or coupons of any series which specifically states
that such provision shall apply in lieu of this Section) payment of principal or
any premium or interest or Additional Amounts need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date or date for repayment at the option of a Holder,
or at the Maturity or Stated Maturity, and no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, date for repayment at the option of a Holder, Maturity or
Stated Maturity, as the case may be, to such next succeeding Business Day.

SECTION 115. JUDGMENT CURRENCY.

The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due on the Securities of any series
from the currency in which such sum is payable in accordance with the terms of
such Securities (the "Required Currency") into a currency in which a judgment
will be rendered (the "Judgment Currency"), the rate of exchange used shall be
the rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding that on which a final
unappealable judgment is rendered and (b) its obligations under this Indenture
to make payments in the Required Currency (i) shall not be discharged or
satisfied by any tender, or any recovery pursuant to any judgment (whether or
not entered in accordance with subsection (a)), in any currency other than the
Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
close.

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<PAGE> 25

ARTICLE TWO

SECURITY FORMS

SECTION 201. FORMS OF SECURITIES.

The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series, and related coupons shall be in such form or
forms (including permanent or temporary global form) as shall be established in
one or more indentures supplemental hereto or by or pursuant to a Board
Resolution in accordance with Section 301, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by or pursuant to this Indenture or any indenture supplemental hereto
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as may be required
to comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange or as may consistently
herewith be determined by the officers executing such Securities or coupons, as
evidenced by their execution of the Securities or coupons.

If the forms of Securities or coupons of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities or coupons.

Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, the Securities of each series shall be issuable in
registered form without coupons.

The definitive Securities and coupons, if any, shall be typewritten,
printed, lithographed or engraved or produced by any combination of these
methods or may be produced in any other manner, all as determined by the
officers of the Company executing such Securities or coupons, as evidenced by
their execution of such Securities or coupons.

SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

The Trustee's certificate of authentication shall be in substantially
the following form:

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This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

_____________________________
as Trustee

By __________________________
Authorized Officer

SECTION 203. SECURITIES IN GLOBAL FORM.

Unless otherwise provided in or pursuant to this Indenture, the
Securities shall not be issuable in global form. If Securities of a series shall
be issuable in global form, any such Security may provide that it or any number
of such Securities shall represent the aggregate amount of all Outstanding
Securities of such series (or such lesser amount as is permitted by the terms
thereof) from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges. Any endorsement of any
Security in global form to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made in such manner and by such Person or Persons
as shall be specified therein or in the Company Order to be delivered pursuant
to Section 303 or 304 with respect thereto. Subject to the provisions of Section
303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in global form in the manner and upon instructions given by the Person
or Persons specified therein or in the applicable Company Order. If a Company
Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered,
any instructions by the Company with respect to a Security in global form shall
be in writing but need not be accompanied by or contained in an Officers'
Certificate and need not be accompanied by an Opinion of Counsel.

ARTICLE THREE

THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

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<PAGE> 27
or (3) in a manner specified in or authorized by one or more Board Resolutions
(in which case such Board Resolutions shall be included in or attached to an
Officers' Certificate setting forth such terms or the manner in which such
terms are to be determined or established). The terms to be so determined or
established shall include:

(a) the title of the Securities and the series in which such
Securities shall be included;

(b) any limit upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of such series pursuant to Section 304, 305, 306, 906
or 1107);

(c) whether such Securities are to be issuable as Registered
Securities, Bearer Securities (with or without coupons or both) or
both, any restrictions applicable to the offer, sale or delivery of
Bearer Securities of the series, the terms, if any, upon which Bearer
Securities of the series may be exchanged for Registered Securities of
the series and vice versa, whether any Securities of the series are to
be issuable initially in temporary global form and whether any
Securities of the series are to be issuable in permanent global form
with or without coupons and, if so, (1) when any of such Securities are
to be issued in global form, (2) whether beneficial owners of interests
in any such permanent global Security may exchange such interests for
certificated Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any
such exchanges may occur, if other than in the manner provided in
Section 305, (3) the name of the U.S. Depository or the Depository, as
the case may be, with respect to any global Security, and (4) the form
of any legend or legends to be borne by any such global Security in
addition to or in lieu of the legend referred to in Section 303;

(d) the date as of which any Bearer Securities of the series
and any global Security representing Outstanding Securities of the
series shall be dated if other than the date of original issuance of
the first Security of the series to be issued;

(e) if Securities of the series are to be issuable as Bearer
Securities, whether interest in respect of any portion of a temporary
Bearer Security in global form (representing all or any portion of the
Outstanding Bearer Securities of the series) payable in respect of an
Interest Payment Date therefor prior to the exchange, if any, of such
temporary Bearer Security for definitive Securities of the series shall
be paid to any clearing organization with respect to the portion of
such temporary Bearer Security held for its account and, in such event,
the terms and conditions (including any certification requirements)
upon which any such interest payment received by a clearing
organization will be credited to the Persons entitled to interest
payable on such Interest Payment Date;

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<PAGE> 28

(f) the date or dates on which the principal of such Securities
is payable, or the manner in which such date or dates is to be
determined and the terms and conditions, if any, upon which the Company
may re-borrow the proceeds from such a payment or exchange such
Securities for new Securities or other securities on any such payment
date or dates;

(g) the rate or rates at which such Securities shall bear
interest, if any, or the manner in which such rate or rates shall be
determined, the date or dates from which such interest shall accrue or
the manner in which such date or dates shall be determined, the
Interest Payment Dates on which any such interest shall be payable or
the manner in which such Interest Payment Dates shall be determined,
and the Regular Record Date, if any, for any interest payable on any
such Registered Securities on any such Interest Payment Date, whether
and under what circumstances Additional Amounts on such Securities or
any of them shall be payable and, if so, whether the Company has the
option to redeem the affected Securities rather than pay such
Additional Amounts, and the basis upon which interest shall be
calculated if other than that of a 360-day year consisting of twelve
30-day months;

(h) the right, if any, of the Company to extend the interest
payment periods of such Securities, the maximum duration, if any, of
any such extension or extensions, the additional interest, if any,
payable on such Securities if any interest payment period is extended
and any notice (which shall include notice to the Trustee) which must
be given upon the exercise of such rights;

(i) each Place of Payment of such Securities, if any, other
than or in addition to The City of New York, where, subject to Section
1002, the principal of and any premium and interest on or Additional
Amounts, if any, payable in respect of, such Securities shall be
payable, the place or places where any Registered Securities of the
series may be surrendered for registration of transfer or exchange and
where such Securities may be surrendered for conversion or exchange and
any notices and demands to or upon the Company in respect of such
Securities and this Indenture may be served;

(j) whether such Securities are to be redeemable at the option
of the Company and, if so, the date or dates on which, the period or
periods within which, the price or prices at which and the terms and
conditions upon which such Securities may be redeemed, in whole or in
part, at the option of the Company;

(k) the obligation, if any, of the Company to redeem such
Securities pursuant to any sinking fund or analogous provisions or to
repay such Securities at the option of a Holder thereof or upon the
occurrence of one or more specified events and, if so, the date or
dates on which, the period or periods within which (or the event or
events upon which), the price or prices at which and the other terms
and conditions upon which such Securities shall be redeemed or repaid,
in whole or in part, pursuant to such obligation, and any provisions
for the remarketing of such Securities so redeemed or repaid;

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<PAGE> 29

(l) the obligation, if any, of the Company to permit the
conversion or exchange of such Securities into or for Common Stock,
Preferred Stock, Debt Warrants, Common Stock Warrants, Preferred Stock
Warrants or other Securities or securities, and the terms and
conditions upon which such conversion or exchange shall be effected
(including, without limitation, the initial conversion or exchange
price or rate, the conversion or exchange period, any adjustment of the
applicable conversion or exchange price, any requirements relative to
reservation of shares for purposes of conversion or exchange and any
other provision in addition to or in lieu of those set forth in this
Indenture or any indenture supplemental hereto relative to such
obligation);

(m) the denominations in which any Registered Securities of the
series shall be issuable, if other than denominations of $1,000 and any
integral multiple thereof, and the denomination or denominations in
which any Bearer Securities of the series shall be issuable, if other
than the denomination of $5,000;

(n) if other than the full principal amount thereof, the
portion of the principal amount of any such Securities that shall be
payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502 or, if applicable, the portion of the principal
amount of any such Securities that may be converted or exchanged in
accordance with the provisions of this Indenture or the manner in which
such portion is to be determined;

(o) if other than Dollars, the Foreign Currency in which
payment of the principal of and any premium and interest on, and any
Additional Amounts in respect of, such Securities shall be payable;

(p) if the principal of and any premium or interest on, and any
Additional Amounts in respect of, such Securities are to be payable, at
the election of the Company or a Holder thereof or otherwise, in a coin
or currency, including a Foreign Currency, other than that in which
such Securities are stated to be payable, the period or periods within
which, and the other terms and conditions upon which, such election may
be made, and the time and manner of determining the exchange rate
between the coin or currency in which such Securities are denominated
or stated to be payable and the coin or currency in which such
Securities or any of them are to be so payable;

(q) whether the amount of payments of principal of and any
premium or interest on, and any Additional Amounts in respect of, such
Securities may be determined with reference to an index, formula or
other method or methods (which index, formula or method or methods may
be based, without limitation, on one or more currencies, commodities,
equity indices or other indices) and, if so, the terms and conditions
upon which and the manner in which such amounts shall be determined and
paid or payable;

(r) any deletions from, modifications of or additions to the
Events of Default or covenants of the Company with respect to such
Securities, whether or not such

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<PAGE> 30

Events of Default or covenants are consistent with the Events of
Default or covenants set forth herein, any change in the right of the
Trustee or Holders to declare the principal of, and any premium and
interest on, such Securities due and payable, and any additions to the
definitions currently set forth in this Indenture;

(s) whether any of such Securities are to be issuable upon the
exercise of warrants and, if so, the details with respect thereto,
including the time, manner and place for such Securities to be
authenticated and delivered;

(t) the form or forms of such Securities, if any, and, if any
Securities of such series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security
of such series) only upon receipt of certain certificates or other
documents or satisfaction of other conditions, then the form and terms
of such certificates, documents or conditions;

(u) if there is more than one Trustee, the identity of the
Trustee and, if not the Trustee, the identity of each Security
Registrar, Paying Agent and Authenticating Agent with respect to such
Securities;

(v) the applicability, if any, of Section 1009 to the
Securities of such series and any provisions in modification of, in
addition to or in lieu of any of the provisions of Section 1009; and

(w) any other terms of such Securities (which terms shall not
be inconsistent with the provisions of this Indenture).

All Securities of any one series and any coupons appertaining to any
Bearer Securities of such series shall be substantially identical except as to
coin or currency of payments due thereunder, denomination, the rate or rates of
interest, if any, or the method of determining the rate of interest, if any, the
date or dates from which interest, if any, shall accrue, and Stated Maturity and
except as may otherwise be provided in the terms of such Securities determined
or established as provided above. All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be reopened
for issuances of additional Securities of such series.

If any of the terms of the Securities or coupons of any series are
established by action that is specified in or authorized by a Board Resolution
and such action is to be taken at or prior to the delivery of the Officers'
Certificate setting forth the terms of such series of Securities or the manner
in which such terms are to be determined or established, then a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate setting forth the terms of such series
or the manner in which such terms are to be determined or established.

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<PAGE> 31

SECTION 302. CURRENCY; DENOMINATIONS.

Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, the principal of, any premium and interest on and
any Additional Amounts with respect to the Securities shall be payable in
Dollars. Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, any Registered Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof, and any
Bearer Securities of a series shall be issuable in the denomination of $5,000.
Securities not denominated in Dollars shall be issuable in such denominations as
are established with respect to such Securities in or pursuant to this
Indenture.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The Securities shall be executed on behalf of the Company by its
Chairman, its Vice Chairman, its President or one of its Vice Presidents, under
its corporate seal reproduced thereon attested by its Treasurer or Secretary or
one of its Assistant Treasurers or Assistant Secretaries. The signature of any
of these officers on the Securities may be manual or facsimile. Coupons shall
bear the facsimile signature of the Treasurer or any Assistant Treasurer of the
Company.

Securities and coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices on the date(s) such Securities were issued.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with the Board Resolution and Officers' Certificate,
supplemental indenture or other instrument with respect to such Securities
referred to in Sections 201 and 301 and a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order and subject to the provisions hereof shall authenticate and deliver such
Securities. If all the Securities of any series are not to be issued at one time
and if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series, such as interest rate, maturity date, date
of issuance and date from which interest shall accrue. In authenticating
Securities hereunder, and accepting the additional responsibilities under this
Indenture in relation to such Securities and any coupons appertaining thereto,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon,

(a) an Opinion of Counsel stating substantially to the effect
that,

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<PAGE> 32

(1) the form and terms of such Securities and coupons,
if any, or the manner of determining such terms, have been
established in conformity with the provisions of this
Indenture; and

(2) such Securities and coupons, when authenticated
and delivered by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such Opinion
of Counsel, will constitute valid and legally binding
obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may
be limited by bankruptcy, insolvency, moratorium, fraudulent
conveyance, or other laws relating to or affecting the
enforcement of creditors' rights and by general equity
principles, and except further as enforcement thereof may be
limited by (i) requirements that a claim (or a Foreign Currency
judgment in respect of such claim) be converted into Dollars at
a rate of exchange prevailing on a date determined pursuant to
applicable law or (ii) governmental authority to limit, delay
or prohibit the making of payments in a Foreign Currency or
payments outside the United States (and with such other
exceptions as to enforceability as such counsel shall state are
not materially adverse to the Holders); and

(b) an Officers' Certificate stating, to the best knowledge of
each signer of such certificate, that no event which is, or after
notice or lapse of time would become, an Event of Default with respect
to any of the Securities shall have occurred and be continuing.

The Trustee shall not be required to authenticate or to cause an Authenticating
Agent to authenticate such Securities if the issuance of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner that
is not reasonably acceptable to the Trustee.

If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel and Officers'
Certificate at the time of issuance of each such Security, but such opinion and
certificate shall be delivered at or before the time of issuance of the first
Security of such series to be issued.

If the Company shall establish pursuant to Section 301 that the
Securities of a series are to be issued in whole or in part in the form of one
or more global Securities, the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to such series,
authenticate and deliver one or more global Securities in temporary or permanent
form that (i) shall represent and shall be denominated in an amount equal to the
aggregate principal amount of the Outstanding Securities of such series to be
represented by such global Security or Securities, (ii) shall be registered, if
in registered form, in the name of the Depository for such global Security or
Securities or the nominee of such Depository, (iii) shall be delivered by the
Trustee to such Depository or pursuant to such Depository's instruction and (iv)
shall bear a legend substantially to the following effect (or to such other

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<PAGE> 33

effect as may be specified in the document authorizing such series of Securities
or as the Depository, the Trustee and the Company may agree):

"Unless and until it is exchanged in whole or in part for
Securities in certificated form, this Security may not be transferred
except as a whole by the Depository to a nominee of the Depository or
by a nominee of the Depository to the Depository or another nominee of
the Depository or by the Depository or any such nominee to a successor
Depository or a nominee of such successor Depository".

Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any temporary Bearer Security in global form shall be
dated as of the date specified as contemplated by Section 301.

No Security or coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 202 or 613 executed by or on behalf of the
Trustee or an Authenticating Agent by the manual signature of one of its
authorized officers. Such an executed certificate of authentication upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Except as permitted by
Section 306 or 307, the Trustee shall not authenticate and deliver any Bearer
Security unless all appurtenant coupons for interest then matured have been
detached and canceled.

SECTION 304. TEMPORARY SECURITIES.

Pending the preparation of definitive Securities of any series, the
Company may execute and deliver to the Trustee, and upon Company Order the
Trustee shall authenticate and deliver, in the manner provided in Section 303,
temporary Securities of such series which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more coupons or without coupons, and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
evidenced by their execution of such Securities. Such temporary Securities may
be in global form.

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<PAGE> 34

the Trustee shall authenticate and deliver in exchange therefor a like aggregate
principal amount of definitive Securities of authorized denominations of the
same series containing identical terms and provisions; provided, however, that
no definitive Bearer Security, except as provided pursuant to Section 301, shall
be delivered in exchange for a temporary Registered Security; and provided,
further, that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in or
pursuant to this Indenture. Unless otherwise specified as contemplated by
Section 301 with respect to a temporary global Security, until so exchanged the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

With respect to the Registered Securities, if any, of each series of
Securities, the Company shall cause to be kept at an office or agency of the
Company maintained pursuant to Section 1002 a register (each such register being
herein sometimes referred to as the "Security Register") in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of the Registered Securities of each series and of transfers of
the Registered Securities of each series. Such office or agency shall be the
"Security Registrar" for the Registered Securities, if any, of each series of
Securities. In the event that the Trustee shall not be the Security Registrar
with respect to a particular series of Securities, it shall have the right to
examine the Security Register for such series at all reasonable times. Unless
otherwise provided with respect to a series of Securities in a supplemental
indenture, Board Resolution or other instrument authorizing such series of
Securities, Chemical Bank is hereby appointed Security Registrar for each series
of Securities until a successor has been appointed by a Board Resolution or an
instrument executed on behalf of the Company by its Chairman, Vice Chairman,
President or one of its Vice Presidents and delivered to the Trustee.

Upon surrender for registration of transfer of any Registered Security
of any series at any office or agency of the Company maintained for that series
pursuant to Section 1002, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount, bearing a
number not contemporaneously outstanding, and containing identical terms and
provisions.

At the option of the Holder, Registered Securities of any series
(except a global Security representing all or a portion of such series) may be
exchanged for other Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Securities to be exchanged at any
such office or agency. Whenever any Registered Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities that the Holder making the exchange is
entitled to receive.

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If provided in or pursuant to this Indenture with respect to Securities
of any series, at the option of the Holder, Bearer Securities of such series may
be exchanged for Registered Securities or Bearer Securities (if Bearer
Securities of such series are issuable in more than one denomination) of the
same series containing identical terms and provisions, of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Bearer Securities to be exchanged at any office or agency of the Company
maintained for such series, with all unmatured coupons and all matured coupons
in default thereto appertaining. If the Holder of a Bearer Security is unable to
produce any such unmatured coupon or coupons or matured coupon or coupons in
default, such exchange may be effected if the Bearer Securities are accompanied
by payment in funds acceptable to the Company and the Trustee in an amount equal
to the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to any Paying Agent any such missing coupon in respect
of which such a payment shall have been made, such Holder shall be entitled to
receive the amount of such payment; provided, however, that, except as otherwise
provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency for such
series located outside the United States. Notwithstanding the foregoing, in case
a Bearer Security of any series is surrendered at any such office or agency in
exchange for a Registered Security of the same series and like tenor after the
close of business at such office or agency on (i) any Regular Record Date and
before the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date or proposed date for payment, as the case may be
(or, if such coupon is so surrendered with such Bearer Security, such coupon
shall be returned to the person so surrendering the Bearer Security), and
interest or Defaulted Interest, as the case may be, shall not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but shall be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

If expressly provided in or pursuant to this Indenture with respect to
the Securities of any series, at the option of the Holder, Registered Securities
of such series may be exchanged for Bearer Securities upon such terms and
conditions as may be provided in or pursuant to this Indenture with respect to
such series.

Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
that the Holder making the exchange is entitled to receive.

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<PAGE> 36

successor depository is not appointed by the Company within 90 days of the date
the Company is so informed in writing, (ii) the Company executes and delivers to
the Trustee a Company Order to the effect that such global Security shall be so
exchangeable, (iii) an Event of Default has occurred and is continuing with
respect to the Securities of the same series, or (iv) in the case of a global
Security representing Bearer Securities, upon the written request of a
beneficial owner of an interest in such global Security given to the Depository.
If the beneficial owners of interests in a global Security are entitled to
exchange such interests for certificated Securities of such series, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
certificated Securities in such form and denominations as are required by or
pursuant to this Indenture, and of the same series as, containing identical
terms as and in aggregate principal amount equal to the principal amount of,
such global Security, executed by the Company. On or after the earliest date on
which such interests may be so exchanged, such global Security shall be
surrendered from time to time by the U.S. Depository (or such other Depository
as shall be specified in the Company Order with respect thereto) to the Trustee,
as the Company's agent for such purpose, to be exchanged, in whole or in part,
for certificated Securities as described above, without charge, in accordance
with instructions (which instructions shall be in writing but need not be
contained in or accompanied by an Officers' Certificate or be accompanied by an
Opinion of Counsel) given by the Company to the Trustee and such U.S. Depository
or other Depository, as the case may be. The Trustee shall authenticate and make
available for delivery, in exchange for each portion of such surrendered global
Security, a like aggregate principal amount of certificated Securities of the
same series of authorized denominations and of like tenor as the portion of such
global Security to be exchanged, which (unless such Securities are not issuable
both as Bearer Securities and as Registered Securities, in which case the
definitive Securities exchanged for the global Security shall be issuable only
in the form in which the Securities are issuable, as provided in or pursuant to
this Indenture) shall be in the form of Bearer Securities or Registered
Securities, or any combination thereof, as shall be specified by the beneficial
owner thereof; provided, however, that no such exchanges may occur during a
period beginning at the opening of business 15 days before any selection of
Securities for redemption of the same series and containing identical terms and
ending on the relevant Redemption Date; and provided, further, that (unless
otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following any
such exchange in part, such global Security shall be returned by the Trustee to
the U.S. Depository or such other Depository referred to above, as the case may
be, in accordance with the instructions of the Company referred to above, with
an endorsement thereon to reflect the decrease in the aggregate amount of
Outstanding Securities represented thereby. If a Registered Security is issued
in exchange for any portion of a global Security after the close of business at
the office or agency for such Security where such exchange occurs on or after
(i) any Regular Record Date for such Security and before the opening of business
at such office or agency on the next Interest Payment Date, or (ii) any Special
Record Date for such Security and before the opening of business at such office
or agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, interest shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but shall be payable on such Interest Payment

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<PAGE> 37

Date or proposed date for payment, as the case may be, only to the Person to
whom interest in respect of such portion of such global Security shall be
payable in accordance with the provisions of this Indenture.

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitling the Holders thereof to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

Every Registered Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Company or
the Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar therefor duly executed, by the Holder thereof or his attorney duly
authorized in writing.

No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

Except as otherwise provided in or pursuant to this Indenture, the
Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15
days before the day of the selection for redemption of Securities of like tenor
and the same series under Section 1103 and ending at the close of business (A)
if Securities of the series are issuable only as Registered Securities, on the
day of the mailing of the relevant notice of redemption, and (B) if Securities
of the series are issuable as Bearer Securities, on the day of the first
publication of the relevant notice of redemption or, if Securities of the series
are also issuable as Registered Securities and there is no publication, the
mailing of the relevant notice of redemption, (ii) to register the transfer of
or exchange any Registered Security so selected for redemption in whole or in
part, except, in the case of any Security to be redeemed in part, the portion
thereof not to be redeemed, (iii) to exchange any Bearer Security so selected
for redemption, except, to the extent provided with respect to such Bearer
Security, that such Bearer Security may be exchanged for a Registered Security
of like tenor and the same series, provided that such Registered Security shall
be immediately surrendered for redemption with written instruction for payment
consistent with the provisions of this Indenture or (iv) to issue, register the
transfer of or exchange any Security that, in accordance with its terms, has
been surrendered for repayment at the option of the Holder, except the portion,
if any, of such Security not to be so repaid.

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
the surrendered Security.

If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or coupon, and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

In case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or coupon;
provided, however, that payment of principal of and any premium or interest on
or any Additional Amounts with respect to any Bearer Securities shall, except as
otherwise provided in Section 1002, be payable only at an office or agency for
such Securities located outside the United States.

Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or
in exchange for a Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons.

SECTION 307. PAYMENT OF INTEREST AND CERTAIN ADDITIONAL AMOUNTS; RIGHTS
PRESERVED.

Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, interest on and any Additional
Amounts with respect to any

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<PAGE> 39

Registered Security that is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest and any interest on any
Bearer Security that is payable, and is punctually paid or duly provided for on
any Interest Payment Date shall be paid upon surrender of the coupon
appertaining thereto in respect of the interest due on such Interest Payment
Date. Unless otherwise provided in or pursuant to this Indenture, in case a
Bearer Security is surrendered in exchange for a Registered Security after the
close of business at an office or agency for such Security on any Regular Record
Date therefor and before the opening of business at such office or agency on the
next succeeding Interest Payment Date therefor, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date and
interest shall not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but shall be
payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.

Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on and any
Additional Amounts with respect to any Registered Security of any series which
is payable, but is not punctually paid or duly provided for on any Interest
Payment Date for such Registered Security (herein called "Defaulted Interest")
shall forthwith cease to be payable to the Holder thereof on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in subsection (a) or (b) below:

(a) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities
affected (or their respective Predecessor Securities) are registered at
the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each such Registered Security and the
date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when so deposited
to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this subsection provided. Thereupon, the
Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, United States
first-class postage prepaid, to each Holder of such Registered
Securities (or their respective Predecessor Securities) at the address
of such Holder as it appears in the Security Register, not less than 10
days prior to such Special Record Date. The Trustee may, in its
discretion, in the name and at the expense of the Company, cause a
similar

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<PAGE> 40

notice to be published at least once in an Authorized Newspaper of
general circulation in The City of New York, but such publication shall
not be a condition precedent to the establishment of such Special
Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names
such Registered Securities (or their respective Predecessor Securities)
are registered at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following subsection (b). In
case a Bearer Security of any series is surrendered at the office or
agency for such Security in exchange for a Registered Security of such
series after the close of business at such office or agency on any
Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon
relating to such proposed date of payment and Defaulted Interest shall
not be payable on such proposed date of payment in respect of the
Registered Security issued in exchange for such Bearer Security, but
shall be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.

(b) The Company may make payment of any Defaulted Interest on
such Registered Securities in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee of
the proposed payment pursuant to this subsection (b), such manner of
payment shall be deemed practicable by the Trustee.

At the option of the Company, interest on Registered Securities of any
series that bear interest may be paid by mailing a check to the address of the
Person entitled thereto as such address shall appear in the Security Register or
by transfer to an account maintained by the payee with a bank located in the
United States or by any other means permitted in the form of Securities of any
particular series pursuant to the provisions of this Indenture.

Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 308. PERSONS DEEMED OWNERS.

Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered in the
Security Register as the owner and Holder of such Registered Security for the
purpose of receiving payment of the principal of and any premium and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect of,
such Registered Security and for all other purposes whatsoever, whether or not
any payment with respect to such Registered Security shall be overdue, and
neither the

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<PAGE> 41

Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security and the bearer of any coupon
as the absolute owner of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not any payment with respect to such Security or coupon be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

No owner of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner and Holder of
such global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

SECTION 309. CANCELLATION.

All Securities and coupons surrendered for payment, redemption,
conversion, exchange or registration of transfer or exchange or for credit
against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee, and any such Securities and coupons,
as well as Securities and coupons surrendered directly to the Trustee for any
such purpose, shall be promptly canceled by the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee for cancellation any
Securities previously authenticated hereunder which the Company has not issued
and sold, and all Securities so delivered shall be promptly canceled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by or pursuant to this Indenture. All canceled Securities and coupons held by
the Trustee shall be disposed of in accordance with its customary practices,
subject to applicable law.

SECTION 310. COMPUTATION OF INTEREST.

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ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture shall upon Company Request cease to be of further
effect with respect to any series of Securities specified in such Company
Request (except as provided in the last paragraph of this Section 401), and the
Trustee, on demand of and at the expense of the Company, shall execute such
instruments as may be requested by the Company acknowledging satisfaction and
discharge of this Indenture with respect to such series, when

(a) either

(1) all Securities of such series theretofore
authenticated and delivered and all coupons, if any,
appertaining thereto (other than (i) coupons appertaining to
Bearer Securities of such series surrendered for exchange for
Registered Securities and maturing after such exchange, whose
surrender is not required or has been waived as provided in
Section 305, (ii) Securities of such series and coupons which
have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 306, (iii) coupons
appertaining to Securities of such series called for
redemption and maturing after the relevant Redemption Date,
whose surrender has been waived as provided by Section 1106
and (iv) Securities of such series and coupons for whose
payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee
for cancellation; or

(2) all such Securities of such series and, in
the case of (i) and (ii) below, any coupons appertaining
thereto not theretofore delivered to the Trustee for
cancellation

(i) have become due and payable, or

(ii) will become due and payable at their
Stated Maturity within one year, or

(iii) if redeemable at the option of the
Company, are to be called for
redemption within one year under
arrangements satisfactory to the
Trustee for the giving of notice of
redemption by the Trustee in the
name, and at the expense, of the
Company,

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<PAGE> 43
and the Company, in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be irrevocably deposited
(except as provided in Section 402(c)) with the Trustee, as
trust funds and/or obligations in trust, specifically pledged
as security for, and dedicated solely to, the benefit of the
Holders of the Securities of such series, (A) money in an
amount, or (B) Government Obligations which through the
payment of interest and principal in respect thereof in
accordance with their terms, without consideration of any
reinvestment thereof, will provide not later than the opening
of business on the due dates of any payment of principal and
any premium, interest and Additional Amounts with respect
thereto money in an amount or (C) a combination thereof,
sufficient to pay and discharge the entire indebtedness on
such Securities and coupons not theretofore delivered to the
Trustee for cancellation, including the principal of, any
premium and interest on, and any Additional Amounts with
respect to such Securities and coupons, to the date of such
deposit (in the case of Securities of such series which have
become due and payable) or to the Stated Maturity or Maturity
thereof, as the case may be;

(b) the Company has paid or caused to be paid all other
sums payable hereunder by the Company; and

(c) the Company has delivered to the Trustee a
Certificate of a Firm of Independent Public Accountants certifying as
to the sufficiency of the amounts deposited pursuant to paragraph (2)
of subsection (a) of this Section for payment of the principal and any
premium, interest and Additional Amounts with respect to the
Securities of such series on the dates such payments are due, and an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture as to such series of Securities have
been complied with.

If there are Securities of two or more series hereunder, and if a
different Trustee has been appointed with respect to one or more of such
series, then each Trustee shall be required to execute an instrument
acknowledging satisfaction and discharge of this Indenture if requested to do
so only with respect to Securities of the series as to which it is Trustee and
if the other conditions thereto are met.

If subsequent to the date a discharge is effected pursuant to this
Section 401, Additional Amounts in excess of those established as of the date
such discharge is effected become payable in respect of the series of
Securities discharged, in order to preserve the benefits of the discharge
established hereunder, the Company shall irrevocably deposit or cause to be
irrevocably deposited in accordance with the provisions of this Section 401,
within ten Business Days prior to the date the first payment in respect of any
portion of such excess Additional Amounts becomes due, such additional funds as
are necessary to satisfy the provisions of this Section 401 as if a discharge
were being effected as of the date of such subsequent deposit. Failure to
comply with the requirements of this paragraph shall result in the termination
of the benefits of the discharge established by this Section 401.

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<PAGE> 44

Notwithstanding the satisfaction and discharge of this Indenture with
respect to a series of Securities, the obligations with respect to the right of
registration of transfer or exchange of Securities of such series provided for
herein, the obligations of the Company under the preceding paragraph, the
obligations with respect to any conversion or exchange of Securities of such
series provided in the supplemental indenture, Board Resolution or other
instrument authorizing such series of Securities, the obligations of the
Company to the Trustee under Section 607 and, if money and/or Government
Obligations shall have been irrevocably deposited with the Trustee pursuant to
paragraph (2) of subsection (a) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.

SECTION 402. APPLICATION OF TRUST MONEY.

(a) Subject to the provisions of the last paragraph of
Section 1003, all money and/or Government Obligations deposited with
the Trustee pursuant to Section 401 or Section 1009 or pursuant to a
supplemental indenture entered into pursuant to Section 901(i), and
all money received by the Trustee in respect of any such Government
Obligations, shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture,
to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any
premium, interest and Additional Amounts for whose payment such money
has or Government Obligations have been deposited with or received by
the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Section 401 or Section 1009 or any such
supplemental indenture; but such money and Government Obligations need
not be segregated from other funds of the Trustee except to the extent
required by law.

(b) The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against
Government Obligations deposited pursuant to Section 401 or Section
1009 or pursuant to a supplemental indenture entered into pursuant to
Section 901(i) or the interest and principal received in respect of
such obligations other than any payable by or on behalf of Holders.

(c) The Trustee shall deliver or pay to the Company from
time to time upon Company Request any Government Obligations or money
held by it as provided in Section 401 or Section 1009 or in any
supplemental indenture entered into pursuant to Section 901(i) which,
as expressed in a Certificate of a Firm of Independent Public
Accountants delivered to the Trustee, are then in excess of the amount
thereof which then would have been required to be deposited for the
purpose for which such obligations or money were deposited or
received.

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<PAGE> 45
ARTICLE FIVE

REMEDIES

SECTION 501. EVENTS OF DEFAULT.

"Event of Default," wherever used herein with respect to Securities of
any series (unless otherwise specified with respect to such series of
Securities in the supplemental indenture, Board Resolution or other instrument
authorizing such series of Securities), means any one of the following events
which has occurred and is continuing (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

(a) default in the payment of any interest or Additional
Amounts payable in respect of any Security of that series or any
coupon appertaining thereto, when such interest or Additional Amounts
become due and payable, and continuance of such default for a period
of 30 days; or

(b) default in the payment of the principal of and any
premium on any Security of that series when it becomes due and payable
at its Maturity; or

(d) default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture or the
Securities of that series (other than a covenant or warranty a default
in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has been expressly included in this
Indenture solely for the benefit of a series of Securities other than
that series), and continuance of such default or breach for a period
of 90 days after there has been given, by registered or certified
United States mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

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<PAGE> 46
has been given, by registered or certified United States mail, to the
Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of that series a written notice specifying such
event of default and requiring the Company to cause such acceleration
to be rescinded or annulled or to cause such Indebtedness to be
discharged and stating that such notice is a "Notice of Default"
hereunder; or

(f) a court having jurisdiction in the premises shall
have entered a decree or order for relief in respect of the Company in
an involuntary proceeding under any applicable United States
bankruptcy, insolvency, reorganization or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or other similar official) of the
Company or of all or any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive
days; or

(g) the Company shall have commenced a voluntary
proceeding under any applicable United States bankruptcy, insolvency,
reorganization or other similar law now or hereafter in effect, or
shall have consented to the entry of an order for relief in an
involuntary case under any such law, or shall have consented to the
appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official)
of the Company or of all or any substantial part of its property, or
shall have made an assignment for the benefit of creditors; or

(h) the Company shall have failed generally to pay its
debts as they become due or shall have taken any corporate action in
furtherance of any of the matters referred to in subsection (g) above;
or

(i) any other Event of Default provided with respect to
Securities of such series in the supplemental indenture, Board
Resolution or other instrument authorizing such series.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing (other than an Event of Default
specified in Section 501 (f) or (g)), then, and in every such case, the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all of the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders), and upon any such declaration such principal amount
(or such specified amount) shall become immediately due and payable. If an
Event of Default specified in Section 501 (f) or (g) with respect to Securities
of any series at the time Outstanding occurs and is continuing, then, and in
every such case, the principal

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amount (or, if any of the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) of all of the Securities of that series shall
become and be immediately due and payable without any declaration or other
action on the part of the Trustee or any Holder.

At any time after such acceleration with respect to Securities of any
series and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in this Article, the Holders of
a majority in aggregate principal amount of the Outstanding Securities of that
series, by written notice to the Company and the Trustee, may rescind and annul
such acceleration and its consequences if:

(a) the Company has paid or deposited with the Trustee a
sum of money sufficient to pay

(1) all overdue installments of any interest on
and Additional Amounts payable in respect of all Securities of
that series and any coupons appertaining thereto,

(2) the principal of and any premium on any
Securities of that series which have become due otherwise than
by reason of such acceleration and interest thereon and
Additional Amounts with respect thereto at the rate or rates
borne by or provided for in such Securities,

(3) to the extent that payment of such interest
is lawful, interest upon overdue installments of interest and
Additional Amounts at the rate or rates borne by or provided
for in such Securities, and

(4) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel; and

(b) all Events of Default with respect to Securities of
that series, other than the non-payment of the principal of Securities
of that series which has become due solely by reason of such
acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEME
BY TRUSTEE.

The Company covenants that if

(a) default is made in the payment of any installment of
interest or any Additional Amounts payable in respect of any Security
or any coupon appertaining

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thereto when such interest or Additional Amounts shall have become due
and payable and such default continues for a period of 30 days, or

(b) default is made in the payment of the principal of or
any premium on any Security at its Maturity,

the Company shall, upon demand of the Trustee, pay to it, for the benefit of
the Holders of all Securities which are of the same series as such Security and
any coupons appertaining thereto, the whole amount of money then due and
payable with respect to such Securities and coupons for principal, premium,
interest and Additional Amounts and, to the extent that payment of such
interest shall be legally enforceable, interest upon any overdue principal (and
premium, if any) and upon any overdue installments of interest and Additional
Amounts, at the rate or rates borne by or provided for in such series of
Securities, and, in addition thereto, such further amount of money as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute
a judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and coupons and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon such
Securities and coupons, wherever situated.

If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
and any related coupons by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or such
Securities or in aid of the exercise of any power granted herein or therein, or
to enforce any other proper remedy.

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities and any coupons appertaining thereto or the property of the Company
or of such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration of acceleration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of any overdue principal, premium, interest or Additional
Amounts) shall be entitled and empowered, by intervention in such proceeding or
otherwise,

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(a) to file and prove a claim for the whole amount, or
such lesser amount as may be provided for in the Securities of any
series, of principal, premium, interest and Additional Amounts owing
and unpaid in respect of the Securities and any coupons appertaining
thereto and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel) and of the Holders of
Securities and coupons allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property
payable or deliverable on any such claim and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities and coupons to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities and coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a
Security or coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or coupons or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security or coupon in any such proceeding.

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES OR COUPONS.

All rights of action and claims under this Indenture or any of the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
coupons in respect of which such judgment has been recovered.

SECTION 506. APPLICATION OF MONEY COLLECTED.

Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, any premium,
interest or Additional Amounts, upon presentation of the Securities or coupons,
or both, as the case may be, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

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FIRST: To the payment of all amounts due the Trustee under
Section 607;

SECOND: To the payment of the amounts then due and unpaid
upon the Securities and any coupons for principal and any premium,
interest and Additional Amounts in respect of which or for the benefit
of which such money has been collected, ratably, without preference or
priority of any kind, according to the aggregate amounts due and
payable on such Securities and coupons for principal and any premium,
interest and Additional Amounts, respectively; and

THIRD: The balance, if any, to the Person or Persons entitled
thereto.

SECTION 507. LIMITATION ON SUITS.

Subject to Section 508, no Holder of any Security of any series or any
related coupons shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless

(a) such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to the
Securities of that series;

(b) the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities of that series shall
have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(d) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any
such proceeding; and

(e) no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the Outstanding Securities of
that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security to affect, disturb or prejudice the rights of
any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all of such Holders.

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SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL
AND ANY PREMIUM, INTEREST AND ADDITIONAL AMOUNTS.

Notwithstanding any other provision in this Indenture, the Holder of
any Security or coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Sections 305 and 307) any interest on, and any Additional Amounts
in respect of, such Security, or payment of such coupon, as the case may be, on
the respective Stated Maturity or Maturities thereof expressed in such Security
or coupon (or, in the case of redemption, on the Redemption Date or, in the
case of repayment at the option of such Holder, on the date such repayment is
due) and to institute suit for the enforcement of any such payment and, in the
case of Securities which are convertible into or exchangeable for other
securities or property, the right to receive such securities or property when
such Securities are converted or exchanged in accordance with the terms of such
Securities, and such rights shall not be impaired without the consent of such
Holder.

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee or any Holder of a Security or coupon has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Trustee and the Holders of Securities or coupons shall,
subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and such Holders shall continue as though no such
proceeding had been instituted.

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities or coupons is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Security
or coupon to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders of Securities or coupons may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Securities or coupons, as the case may be.

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SECTION 512. CONTROL BY HOLDERS OF SECURITIES.

The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee with respect
to the Securities of such series, provided that

(a) such direction shall not be in conflict with any rule
of law or with this Indenture or with the Securities of such series;

(b) the Trustee may take any other action deemed proper
by the Trustee that is not inconsistent with such direction;

(c) such direction is not unduly prejudicial to the
rights of other Holders of Securities of such series not joining in
such action; and

(d) subject to the provisions of Sections 601 and 603,
the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a Responsible Officer
or Officers of the Trustee, determine that the proceeding so directed
would involve the Trustee in personal liability.

SECTION 513. WAIVER OF PAST DEFAULTS.

The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series and any related coupons waive any past default
hereunder with respect to the Securities of such series and its consequences,
except a default

(a) in the payment of the principal of or any premium or
interest on, or Additional Amounts in respect of, any Security of such
series; or

(b) in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 514. UNDERTAKING FOR COSTS.

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against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant (other than the Company and the Trustee) in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
aggregate principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder of a Security or coupon for the enforcement
of the payment of the principal of or any premium or interest on, or Additional
Amounts in respect of, any Security, or the payment of any coupon, on or after
the Stated Maturity or Maturities expressed in such Security or coupon (or, in
the case of redemption, on or after the Redemption Date or, in the case of
repayment at the option of a Holder, on or after the date such repayment is
due) or interest on any overdue principal of any Security, or to any suit
instituted by any Holder of a Security for the enforcement of any right to
convert or exchange such Security into or for another security.

SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.

The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

(a) Except during the continuance of an Event of Default,

(1) the Trustee undertakes to perform such
duties, and only such duties, as are specifically set forth in
this Indenture, and no implied covenants or obligations shall
be read into this Indenture against the Trustee; and

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such certificates or opinions which by any provisions hereof are
specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture.

(b) In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

(c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its
own negligent failure to act, or its own wilful misconduct, except
that

(1) this subsection shall not be construed to
limit the effect of subsection (a) of this Section;

(2) the Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer,
unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith
in accordance with the direction of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of
any series relating to the time, method and place of
conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Securities
of such series; and

(4) no provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject
to the provisions of this Section.

SECTION 602. NOTICE OF DEFAULTS.

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Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of or any premium or interest on, or Additional Amounts in respect of, any
Security of such series or in the payment of any sinking fund installment with
respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interests of the Holders of Securities and coupons of such series; and
provided, further, that in the case of any default of the character specified
in Section 501(d) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.
For the purpose of this Section, the term "default" means any event which is,
or after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

Except as otherwise provided in Section 601:

(a) the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party
or parties;

(b) any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company
Order (other than delivery of any Security to the Trustee for
authentication and delivery pursuant to Section 303 which shall be
sufficiently evidenced as provided therein) and any resolution of the
Board of Directors may be sufficiently evidenced by a Board
Resolution;

(c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officers'
Certificate;

(d) the Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance
thereon;

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indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note or other paper or
document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder; and

(h) the Trustee shall not be charged with knowledge of
any Event of Default (other than a default in any payment with respect
to a Security due on a fixed date and with respect to which the
Trustee is a Paying Agent) unless either (i) a Responsible Officer of
the Trustee assigned to its corporate trustee administration
department shall have actual knowledge thereof or (ii) the Trustee
shall have received written notice thereof in accordance with Section
105 from the Company or any Holder.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES.

The recitals contained herein and in the Securities (except the
Trustee's certificate of authentication) and in any coupons shall be taken as
the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

SECTION 605. MAY HOLD SECURITIES.

The Trustee, any Paying Agent, Security Registrar, Authenticating
Agent or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and,
subject to the provisions of the Trust Indenture Act, may otherwise deal with
the Company with the same rights it would have if it were not Trustee, Paying
Agent, Security Registrar, Authenticating Agent or such other agent.

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SECTION 606. MONEY HELD IN TRUST.

Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

SECTION 607. COMPENSATION AND REIMBURSEMENT.

The Company agrees

(a) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its
agents and counsel), except to the extent any such expense,
disbursement or advance may be attributable to the Trustee's gross
negligence or willful misconduct; and

(c) to indemnify each of the Trustee and its agents for,
and to hold each of them harmless against, any loss, liability or
expense arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder or the performance of
its duties hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder, except to the
extent any such loss, liability or expense may be attributable to its
gross negligence or willful misconduct.

As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of or any premium or interest on, or
Additional Amounts in respect of, particular Securities or any coupons
appertaining thereto. "Trustee" for purposes of this Section 607 includes any
predecessor Trustee, but negligence or bad faith of any Trustee shall not be
attributed to any other Trustee.

SECTION 608. DISQUALIFICATIONS; CONFLICTING INTERESTS.

If the Trustee has or shall acquire any conflicting interest, within
the meaning of the Trust Indenture Act, it shall, within 90 days after
ascertaining that it has such conflicting interest, either eliminate such
conflicting interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.

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SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which shall be a
corporation or other person permitted by the Trust Indenture Act to act as
Trustee under an indenture qualified under the Trust Indenture Act and that has
a combined capital and surplus of at least $50,000,000. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor
Trustee under Section 611.

(b) The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof
to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the
Securities of such series.

(c) The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of such
series delivered to the Trustee and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with Section
608 after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a
Security for at least six months, or

(2) the Trustee shall cease to be eligible under
Section 609 and shall fail to resign after written request
therefor by the Company or by any such Holder of a Security,
or

(3) the Trustee shall become incapable of acting
or shall be adjudged a bankrupt or insolvent or a receiver of
the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,

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of a Security of any series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of such Trustee with respect to
all Securities of such series and the appointment of a successor
Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of
one or more or all of such series and that at any time there shall be
only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section
611. If, within one year after such resignation, removal or
incapability or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act
of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall
have been so appointed by the Company or the Holders of Securities and
accepted appointment in the manner required by Section 611, any Holder
of a Security who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

(f) The Company shall give notice to the Holders of
Securities of a particular series of each resignation and each removal
of the Trustee with respect to the Securities of such series and each
appointment of a successor Trustee with respect to the Securities of
such series in the manner provided in Section 106. Each such notice
shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust
Office and New York Facility.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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transferring to such successor Trustee all the rights, powers and
trusts hereunder of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder, subject nevertheless to its
lien, if any, provided for in Section 607.

(b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm
to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring
with respect to all Securities, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute
such Trustees as co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such
Trustee and that no Trustee shall be responsible for any notice given
to, or received by, or any act or failure to act on the part of any
other Trustee hereunder; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein, such
retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates have
no further responsibility for the exercise of rights and powers or for
the performance of the duties and obligations vested in the Trustee
under this Indenture other than as hereinafter expressly set forth,
and each such successor Trustee without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in subsection (a) or (b) of this
Section, as the case may be.

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(d) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article.

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

SECTION 613. APPOINTMENT OF AUTHENTICATING AGENT.

The Trustee may appoint an Authenticating Agent or Agents acceptable
to the Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue or exchange, registration of transfer or
partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument
shall be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
subject to the approval of the Company and shall at all times be a bank or
trust company or corporation organized and doing business and in good standing
under the laws of the United States, any State thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $5,000,000 and subject to
supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
In case at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion

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or consolidation to which such Authenticating Agent shall be a party, or any
corporation succeeding to the corporate agency or corporate trust business of
an Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case
at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall (i)
mail written notice of such appointment by United States first-class mail,
postage prepaid, to all Holders of Registered Securities, if any, of the series
with respect to which such Authenticating Agent shall serve, as their names and
addresses appear in the Security Register, and (ii) if Securities of the series
are issued as Bearer Securities, publish notice of such appointment at least
once in an Authorized Newspaper in the place where such successor
Authenticating Agent has its principal office if such office is located outside
the United States. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation, including reimbursement of its reasonable
expenses for its services under this Section.

The provisions of Sections 308, 604 and 605 shall be applicable to
each Authenticating Agent.

If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to or in lieu of the Trustee's certificate of authentication, an
alternative certificate of authentication substantially in the following form:

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This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

-----------------------------
as Trustee

By
--------------------------
as Authenticating Agent

By
--------------------------
Authorized Officer

If all of the Securities of any series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
by the Company, shall appoint in accordance with this Section 613, and on terms
acceptable to the Trustee, an Authenticating Agent having an office in a Place
of Payment designated by the Company with respect to such series of Securities.

ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS OF REGISTERED SECURITIES.

The Company shall furnish or cause to be furnished to the Trustee:

(a) semi-annually, not later than fifteen days after the
Regular Record Date for a semi-annual Interest Payment Date for each
series of Securities or if there is no semi-annual Interest Payment
Date for such series of Securities, then not later than May 15 and
November 15 in each year, commencing on the first May 15 or November
15, as the case may be, after the first issuance of Securities
hereunder, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Holders of Registered Securities of
such series as of a date not more than 15 days prior to the date of
delivery thereof, and

(b) at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished,

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provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished for Securities for which the
Trustee acts as Security Registrar.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
HOLDERS.

The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.

Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Authenticating Agent nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders of Securities in
accordance with Section 312(c) of the Trust Indenture Act, regardless of the
source from which such information was derived, and that the Trustee shall not
be held accountable by reason of mailing any material pursuant to a request
made under Section 312(b) of the Trust Indenture Act.

SECTION 703. REPORTS BY TRUSTEE.

(a) Within 60 days after May 15 of each year commencing
with the first May 15 after the first issuance of Securities pursuant
to this Indenture, if required by Section 313(a) of the Trust
Indenture Act, the Trustee shall transmit a brief report dated as of
such May 15 with respect to any of the events specified in said
Section 313(a) which may have occurred since the later of the
immediately preceding May 15 and the date of this Indenture.

(b) The Trustee shall transmit the reports required by
Section 313(b) of the Trust Indenture Act at the times specified
therein.

(c) Reports pursuant to this Section shall be transmitted
in the manner and to the Persons required by Sections 313(c) and (d)
of the Trust Indenture Act.

SECTION 704. REPORTS BY COMPANY.

(a) The Company, pursuant to Section 314(a) of the Trust
Indenture Act, shall:

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and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports
which may be required pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended, in respect of a security
listed and registered on a national securities exchange as may
be prescribed from time to time in such rules and regulations;

(ii) file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to
time by the Commission, such additional information, documents
and reports with respect to compliance by the Company with the
conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations; and

(iii) transmit to the Holders of Securities within
30 days after the filing thereof with the Trustee, in the
manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, such summaries of any information,
documents and reports required to be filed by the Company
pursuant to subsections (i) and (ii) of this Section 704(a) as
may be required by rules and regulations prescribed from time
to time by the Commission.

(b) The Company shall notify the Trustee when and as the
Securities of any series become admitted to trading on any national
securities exchange.

ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 801. CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES AND
CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS.

The Company may consolidate with, merge with or into, or sell or
convey all or substantially all of its assets to, any other corporation,
provided that (a) (i) in the case of a merger, the Company is the surviving
entity in such merger, or (ii) in the case of a merger in which the Company is
not the surviving entity or in the case of a consolidation or a sale or
conveyance of assets, the corporation into which the Company is merged or the
corporation which is formed by such consolidation or which acquires by sale or
conveyance all or substantially all of the assets of the Company shall be a
corporation organized and existing under the laws of the United States of
America or a State thereof and such successor corporation shall expressly
assume the due and punctual payment of the principal of and any premium and
interest on, and any Additional Amounts payable pursuant to Section 1004 in
respect of, all the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants of this Indenture
and the Securities to be performed or observed by the Company by a supplemental
indenture in form satisfactory to the Trustee, executed and delivered to the
Trustee by such corporation and (b) the Company or such successor corporation,
as the case may be, shall not, immediately after such merger or

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consolidation, or such sale or conveyance, be in default in the performance or
observance of any such covenant and shall not immediately thereafter have
outstanding (or otherwise be liable for) any indebtedness for money borrowed
secured by a mortgage, pledge, lien, security interest or other encumbrance
prohibited by the provisions of Section 1007 or shall have secured the
Securities Outstanding hereunder equally and ratably with (or prior to) such
other secured indebtedness for money borrowed so long as it is outstanding and
is so secured.

SECTION 802. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

In case of any such merger in which the Company is not the surviving
entity or any such consolidation, sale or conveyance, and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it
had been named herein as the party of the first part, and the predecessor
corporation, except in the event of a conveyance by way of lease, shall be
relieved of any further obligation under this Indenture and the Securities and
any coupons appertaining thereto. Such successor corporation thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Securities and coupons issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee, and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities and coupons which previously shall have been signed and delivered by
the officers of the Company to the Trustee for authentication, and any
Securities or coupons which such successor corporation thereafter shall cause
to be signed and delivered to the Trustee for that purpose. All the Securities
and coupons so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities and coupons theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities and coupons had been issued at the date of the execution
hereof.

In case of any such merger, consolidation, sale or conveyance, such
changes in phraseology and form (but not in substance) may be made in the
Securities and coupons thereafter to be issued as may be appropriate.

SECTION 803. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL.

The Trustee, subject to the provisions of Sections 601 and 603, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such merger, consolidation, sale or conveyance, and any such
assumption by the successor corporation, complies with the provisions of this
Article.

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ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

Without the consent of any Holders of Securities or coupons, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

(a) to evidence the succession of another corporation to
the Company and the assumption by any such successor of the covenants
of the Company herein and in the Securities contained; or

(b) to add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included
solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Company; or

(d) to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be registrable as to
principal, to change or eliminate any restrictions on the payment of
principal (or premium, if any) or any interest on or Additional
Amounts with respect to Registered Securities or Bearer Securities, to
permit Bearer Securities to be issued in exchange for Registered
Securities, to modify the provisions relating to global Securities or
to permit the issuance of Securities in uncertificated form, provided
that any such action shall not adversely affect the interests of the
Holders of Securities of any series or any related coupons in any
material respect; or

(e) to add to, change or eliminate any of the provisions
of this Indenture in respect of one or more series of Securities,
provided that any such addition, change or elimination not otherwise
permitted under this Section 901 shall (i) become effective only when
there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the
benefit of such provision or (ii) not apply to any Security then
Outstanding; or

(f) to secure the Securities pursuant to the requirements
of Sections 801 or 1007, or otherwise; or

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(g) to establish the form or terms of Securities of any
series and any related coupons as permitted by Sections 201 and 301;
or

(h) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee pursuant to the requirements of Section 611(b); or

(i) to provide that the Company shall be deemed to have
paid and discharged the entire indebtedness on all the Outstanding
Securities of any series on the 91st day after the date of the deposit
referred to in paragraph (5) hereof, and that the provisions of this
Indenture, as it relates to such Outstanding Securities (except as to
any right to receive Additional Amounts, as provided in Section 1004),
shall no longer be in effect (and the Trustee, at the expense of the
Company, shall at Company Request, execute proper instruments
acknowledging the same), except as to:

(1) the rights of Holders of Securities to
receive, from the trust funds described in paragraph (5)
hereof, (i) payment of the principal of (and premium, if any)
and any installment of the principal of (and premium, if any)
and/or interest on the Outstanding Securities of that series
on the Stated Maturity or Maturity of such principal or
installment of principal and/or interest and (ii) any
mandatory sinking fund payments or analogous payments or any
Additional Amounts applicable to Securities of such series on
the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such
Securities;

(2) the Company's obligations with respect to
such Securities under Sections 305, 306, 402, 1002 and 1003,

(3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder, and

(4) such other rights, if any, that are specified
in such supplemental indenture as surviving such payment and
discharge,

provided that the following conditions shall have been satisfied:

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reinvestment thereof, will provide not later than one day
before the due date of any payment referred to in clause (A)
or (B) of this paragraph (5) money in an amount or (iii) a
combination thereof, sufficient, as expressed in a Certificate
of a Firm of Independent Public Accountants delivered to the
Trustee, to pay and discharge (A) the principal of (and
premium, if any) and any installment of the principal of (and
premium, if any) and/or interest on the Outstanding Securities
of that series due on the Stated Maturity or Maturity of such
principal or installment of principal and/or interest and (B)
any mandatory sinking fund payments or analogous payments or
any Additional Amounts applicable to Securities of such series
on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such
Securities;

(6) such deposit shall not cause the Trustee with
respect to the Securities of that series to have a conflicting
interest for purposes of the Trust Indenture Act with respect
to the Securities of any series;

(7) such deposit will not result in a breach or
violation of, or constitute a default under, this Indenture or
any other agreement or instrument relating to borrowed money,
pursuant to which in excess of $10,000,000 principal amount is
then outstanding, to which the Company is a party or by which
it is bound;

(8) such provision would not cause the
Outstanding Securities of such series then listed on the New
York Stock Exchange to be delisted as a result thereof;

(9) no Event of Default or event which with
notice or lapse of time or both would become an Event of
Default with respect to Securities of that series shall have
occurred and be continuing on the date of such deposit or
during the period ending on the 91st day after such date;

(10) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel to the effect
that (i) the Company has received from, or there has been
published by, the United States Internal Revenue Service a
ruling, or (ii) since the date of this Indenture there has
been a change in the applicable Federal income tax law, in
either case, to the effect that Holders of the Securities of
such series will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to Federal income
tax on the same amount and in the same manner and at the same
times, as would have been the case if such deposit, defeasance
and discharge had not occurred;

(11) if the Securities of such series are to be
redeemed, either notice of such redemption shall have been
given or the Company shall have given the Trustee irrevocable
directions to give notice of such redemption in the name,

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and at the expense of the Company, under arrangements
satisfactory to the Trustee;

(12) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to the
defeasance contemplated by such provision have been complied
with; and

(13) such supplemental indenture shall contain a
provision substantially to the same effect as the last
paragraph of Section 1009 but relating to the Securities to be
discharged under the terms of such supplemental indenture; or

(j) to add to, delete from or revise the conditions,
limitations and restrictions on the authorized amount, terms or
purposes of issue, authentication and delivery of Securities, as
herein set forth; or

(k) to make provision with respect to the conversion or
exchange rights of the Holders of any series of Securities pursuant to
the requirements of the supplemental indenture, Board Resolution, or
other instrument establishing the terms of such series of Securities;
or

(l) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to
matters or questions arising under this Indenture, provided such
action shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons in any material
respect.

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of such Holders delivered to the Company and the
Trustee, the Company, when authorized by or pursuant to a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of such series and any related
coupons under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby:

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amount of the principal of an Original Issue Discount Security that
would be due and payable upon acceleration of the Maturity thereof
pursuant to Section 502 or the amount thereof provable in bankruptcy
pursuant to Section 504, or adversely affect any right of repayment at
the option of the Holder of any Security, or, subject to the
provisions of Section 1002, change any Place of Payment where, or the
coin or currency in which, the principal of any Security or any
premium or the interest thereon or any Additional Amounts with respect
thereto is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption
Date or, in the case of repayment at the option of the Holder, on or
after the date for repayment); or

(b) adversely affect any right to convert or exchange any
Security; or

(c) reduce the percentage in aggregate principal amount
of the Outstanding Securities of any series, the consent of whose
Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance
with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture or
reduce the requirements of Section 1404 for quorum or voting; or

(d) modify any of the provisions of this Section, Section
513 or Section 1008, except to increase the percentage in aggregate
principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for the actions specified herein
or therein, or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby; provided,
however, that this subsection shall not be deemed to require the
consent of any Holder of Securities or coupons with respect to changes
in the references to "the Trustee" and concomitant changes in this
Section and Section 1008, or the deletion of this proviso, in
accordance with the requirements of Section 901(h).

A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders of Securities or
coupons under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the

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Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder and of any coupons appertaining thereto shall be bound thereby.

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Securities of any series so modified as to conform, in
the opinion of the Trustee and the Board of Directors, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series.

ARTICLE TEN

COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL AND ANY PREMIUM, INTEREST AND
ADDITIONAL AMOUNTS.

The Company covenants and agrees for the benefit of the Holders of
Securities of each series that it will duly and punctually pay the principal of
and any premium and interest on, and any Additional Amounts payable in respect
of, the Securities of that series in accordance with the terms of such series
of Securities, any coupons appertaining thereto and this Indenture. Any
interest due on and any Additional Amounts payable in respect of Bearer
Securities on or before the Maturity thereof, other than Additional Amounts, if
any, payable as provided in Section 1004 in respect of principal of or any
premium on such a Security, shall be payable

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only upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

The Company shall maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of that series may be surrendered for registration of transfer
or exchange and, if applicable to Securities of that series, for conversion or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served, and the Company
hereby initially appoints the Trustee at its Corporate Trust Office as its
agent to receive all such presentations, surrenders, notices and demands. If
Securities of a series are issuable as Bearer Securities, the Company shall
maintain, subject to any laws or regulations applicable thereto, an office or
agency in a Place of Payment for such series which is located outside the
United States where Securities of such series and any related coupons may be
presented and surrendered for payment (including payment of any Additional
Amounts payable on Securities of such series pursuant to Section 1004), where
Securities of that series may be surrendered for exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served; provided, however, that if the Securities of such
series are listed on The Stock Exchange of the United Kingdom and the Republic
of Ireland or the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
shall maintain a Paying Agent for the Securities of such series in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of each such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office or the New York Facility of the Trustee, except that
Bearer Securities of that series and any related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Bearer Securities of that series pursuant to Section 1004) at the place
specified for the purpose pursuant to Section 301.

Except as otherwise provided in the form of Bearer Security of any
particular series pursuant to the provisions of this Indenture, no payment of
principal, or any premium or interest on or Additional Amounts in respect of
Bearer Securities shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States;
provided, however, that payment of principal of and any premium or interest
(including Additional Amounts payable in respect thereof) on any Bearer
Security may be made in Dollars at the Corporate Trust Office of the Trustee if
(but only if) payment in Dollars of the full amount of such principal, premium,
interest or Additional Amounts, as the case may be, at all offices or agencies
outside the United States maintained for such purpose by the Company in

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accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all of such purposes, and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in accordance with the requirements set forth
above for Securities of any series for such purposes. The Company shall give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency. Unless
otherwise set forth in, or pursuant to, a Board Resolution or any indenture
supplemental hereto with respect to a series of Securities issuable as
Registered Securities, the Company hereby designates as the Place of Payment
for each series of Securities issuable as Registered Securities the Borough of
Manhattan, The City of New York, and initially appoints the Trustee at its
Corporate Trust Office as Paying Agent and as its agent to receive all such
presentations, surrenders, notices and demands.

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, on or before each due date of
the principal of and any premium or interest on or Additional Amounts with
respect to any of the Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal and any premium, interest or Additional Amounts so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and shall promptly notify the Trustee of its action or failure so to
act.

Whenever the Company shall have one or more Paying Agents for any
series of Securities, it shall, on or prior to each due date of the principal
of and any premium or interest on or any Additional Amounts with respect to any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay
the principal and any premium, interest or Additional Amounts so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal, premium, interest or Additional Amounts, and (unless such Paying
Agent is the Trustee) the Company shall promptly notify the Trustee of its
action or failure so to act.

The Company shall cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

(a) hold all sums held by it for the payment of the
principal of and any premium or interest on or Additional Amounts with
respect to Securities of that series in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons
or otherwise disposed of as provided in or pursuant to this Indenture;

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(b) give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of that series) in the
making of any payment of the principal of, any premium or interest on
or Additional Amounts with respect to Securities of that series; and

(c) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the
satisfaction, discharge or defeasance of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums
to be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

Except as otherwise specified as contemplated by Section 301 for
Securities of any particular series, any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the
principal of and any premium or interest on or Additional Amounts in respect of
any Security of any series and remaining unclaimed for one year after such
principal and any premium or interest or Additional Amounts has become due and
payable shall be paid to the Company upon Company Request along with interest,
if any, that has been accumulated thereon or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security or any
coupon appertaining thereto shall thereafter, as an unsecured general creditor,
look only to the Company for payment of such principal, premium or interest,
without interest thereon, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper
in each Place of Payment for such series or to be mailed to Holders of
Registered Securities of such series, or both, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication or mailing, any unclaimed
balance of such money then remaining will be repaid to the Company.

SECTION 1004. ADDITIONAL AMOUNTS.

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for by the terms of such series pursuant hereto to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

Except as otherwise provided in or pursuant to this Indenture, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to such series of
Securities (or if the Securities of such series shall not bear interest prior
to Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers' Certificate, the Company will
furnish the Trustee and the Company's principal Paying Agent or Paying Agents,
if other than the Trustee or the Company, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of such
series shall be made to Holders of Securities of such series or any related
coupons who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities of
such series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities or coupons and the
Company shall pay to the Trustee or such Paying Agent the Additional Amounts
required by the terms of such Securities. The Company covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officers' Certificate furnished pursuant to this
Section.

SECTION 1005. STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN
DEFAULTS.

(a) The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement, which
need not comply with Section 102, signed by the principal executive
officer, the principal financial officer or the principal accounting
officer of the Company, as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture.
For purposes of this Section 1005, such compliance shall be determined
without regard to any period of grace or requirement of notice under
this Indenture.

(b) The Company shall deliver to the Trustee, within five
days after the occurrence thereof, written notice of any event which
after notice or lapse of time or both would become an Event of Default
pursuant to Section 501.

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SECTION 1006. CORPORATE EXISTENCE.

Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and its rights (charter and statutory) and franchises, provided,
however, that the Company shall not be required to preserve any such right or
franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders of
Securities or coupons.

SECTION 1007. LIMITATION ON LIENS.

(a) Except as otherwise specified as contemplated by
Section 301 for Securities of any series, so long as any Securities of
any series shall remain Outstanding, the Company shall not, and shall
not permit any Designated Subsidiary to, directly or indirectly,
create, issue, assume, incur or guarantee any indebtedness for money
borrowed which is secured by a mortgage, pledge, lien, security
interest or other encumbrance of any nature on any of the present or
future common stock of a Designated Subsidiary unless the Securities
and any coupons appertaining thereto and, if the Company so elects,
any other indebtedness of the Company ranking at least pari passu with
the Securities, shall be secured equally and ratably with (or prior
to) such other secured indebtedness for money borrowed so long as it
is outstanding and is so secured.

(b) If at any time the Company or any Designated
Subsidiary shall create, issue, assume, incur or guarantee any
indebtedness for money borrowed which is secured by any mortgage,
pledge, lien, security interest or other encumbrance to which
subsection (a) of this Section is applicable, the Company shall
promptly deliver to the Trustee:

(1) an Officers' Certificate stating that the
covenant of the Company contained in subsection (a) of this
Section that the Securities and any coupons appertaining
thereto be secured equally and ratably with (or prior to) such
other secured indebtedness for money borrowed has been
complied with; and

(2) an Opinion of Counsel to the effect that such
covenant has been complied with, and that any instruments
executed by the Company in the performance of such covenant
comply with the requirements of such covenant.

(c) In the event that the Company shall hereafter secure
the Securities and any coupons appertaining thereto equally and
ratably with (or prior to) any other indebtedness for money borrowed
pursuant to the provisions of this Section, the Trustee is hereby
authorized to enter into an indenture or agreement supplemental hereto
and to take such action, if any, as it may deem advisable to enable
the Trustee to enforce effectively the rights of the Holders of the
Securities and any coupons appertaining thereto so secured equally and
ratably with (or prior to) such other indebtedness for

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money borrowed; provided, that, the Trustee shall not be responsible
for filing any financing or continuation statements or recording any
documents or instruments in any public office at any time or times.

SECTION 1008. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1006 and 1007 and any covenant not
currently included in this Indenture but specified as applicable to a series of
Securities as contemplated by Section 301, with respect to the Securities of
any series if before or after the time for such compliance the Holders of a
majority in aggregate principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect any such covenant or condition except to
the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any
such covenant or condition shall remain in full force and effect.

SECTION 1009. DEFEASANCE OF CERTAIN OBLIGATIONS.

If this Section 1009 is specified, as contemplated by Section 301, to
be applicable to Securities of any series, the Company may omit to comply with
any term, provision or condition set forth in Sections 1006 and 1007, and any
additional covenants not currently included in this Indenture specified as
applicable to the Securities of such series as contemplated by Section 301, if

(a) with reference to this Section 1009, the Company has
irrevocably deposited or caused to be irrevocably deposited (except as
provided in Section 402) with the Trustee, as trust funds and/or
obligations in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities of
that series, (i) money in an amount, or (ii) Government Obligations
which through the payment of interest and principal in respect thereof
in accordance with their terms, without consideration of any
reinvestment thereof, will provide not later than one day before the
due date of any payment referred to in clause (A) or (B) of this
subsection (a) money in an amount, or (iii) a combination thereof,
sufficient, as expressed in a Certificate of a Firm of Independent
Public Accountants delivered to the Trustee, to pay and discharge (A)
the principal of (and premium, if any) and any installment of the
principal of (and premium, if any) and/or interest on the Outstanding
Securities of that series due on the Stated Maturity or Maturity of
such principal or installment of principal and/or interest and (B) any
mandatory sinking fund payments or analogous payments or any
Additional Amounts applicable to Securities of such series on the day
on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities;

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(b) such deposit shall not cause the Trustee with respect
to the Securities of that series to have a conflicting interest for
purposes of the Trust Indenture Act with respect to the Securities of
any series;

(c) such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other
agreement or instrument relating to the borrowing of money, pursuant
to which in excess of $10,000,000 principal amount is then
outstanding, to which the Company is a party or by which it is bound;

(d) such deposit would not cause the Outstanding
Securities of such series then listed on the New York Stock Exchange
to be delisted as a result thereof;

(e) no Event of Default or event which with notice or
lapse of time or both would become an Event of Default with respect to
Securities of that series shall have occurred and be continuing on the
date of such deposit;

(f) the Company has delivered to the Trustee an Opinion
of Counsel to the effect that Holders of the Securities of such series
will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit and defeasance of certain
obligations and will be subject to Federal income tax on the same
amount and in the same manner and at the same times, as would have
been the case if such deposit and defeasance had not occurred;

(g) if the Securities of such series are to be redeemed,
either notice of such redemption shall have been given or the Company
shall have given the Trustee irrevocable direction to give notice of
such redemption in the name and at the expense of the Company, under
arrangements satisfactory to the Trustee; and

(h) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the defeasance
contemplated by this Section have been complied with.

In the event that, subsequent to the date a defeasance is effected
pursuant to this Section 1009 with respect to Securities of any series,
Additional Amounts in excess of those established as of the date such
defeasance is effected become payable in respect of such Securities, in order
to preserve the benefits of the defeasance established hereunder with respect
to such series, the Company shall irrevocably deposit or cause to be
irrevocably deposited in accordance with the provisions of subsection (a) of
this Section 1009, within ten Business Days prior to the earlier to occur of
(i) one year after the existence of such excess Additional Amounts is
established and (ii) the date the first payment in respect of any portion of
such excess Additional Amounts becomes due, such additional funds as are
necessary to satisfy the provisions of such subsection (a) as if a defeasance
were being effected as of the date of such subsequent deposit. For purposes of
this paragraph, the existence of excess Additional Amounts shall be deemed to
have been established as of the date the governmental authority imposing the
tax, duty, assessment or other governmental charge resulting in the Additional

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Amounts first publishes the legislation, regulation or other enactment adopting
such tax, duty, assessment or other governmental charge. Failure to comply
with the requirements of this paragraph shall result in the termination of the
benefits of the defeasance established by this Section 1009 with respect to the
Securities of such series.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.

Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article.

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at
the option of the Company of Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed. In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (ii) pursuant to an election of
the Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

If less than all the Securities of any series with the same terms are
to be redeemed, the particular Securities to be redeemed shall be selected by
the Trustee not more than 60 days prior to the Redemption Date, from the
Outstanding Securities of such series having such terms not previously called
for redemption, by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to
the minimum authorized denomination for Securities of that series or any
integral multiple thereof) of the principal amount of Registered Securities of
such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

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For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

SECTION 1104. NOTICE OF REDEMPTION.

Notice of redemption shall be given in the manner provided in Section
106, not less than 30 nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified in the Securities to be redeemed, to each
Holder of Securities to be redeemed. Failure to give such notice by mailing in
the manner therein provided to the Holder of any Registered Security designated
for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other such Security or portion thereof.

Any notice that is given in the manner provided in Section 106 shall
be conclusively presumed to have been duly given, whether or not the Holder of
Securities receives the notice.

All notices of redemption shall state, to the extent applicable:

(a) the Redemption Date;

(b) the Redemption Price and accrued interest, if any;

(c) if less than all Outstanding Securities of any series
are to be redeemed, the identification (and, in the case of partial
redemption, the principal amount) of the particular Security or
Securities to be redeemed;

(d) in case any Registered Security is to be redeemed in
part only, the notice which relates to such Security shall state that
on and after the Redemption Date, upon surrender of such Security, the
Holder of such Security will receive, without charge, a new Registered
Security or Registered Securities of authorized denominations for the
principal amount thereof remaining unredeemed;

(e) that on the Redemption Date the Redemption Price and
any accrued interest and Additional Amounts shall become due and
payable upon each such Security or portion thereof to be redeemed and,
if applicable, that interest thereon shall cease to accrue on and
after said date;

(f) that a Holder of Securities who desires to convert or
exchange Securities called for redemption must satisfy the
requirements for conversion or exchange contained in such Securities,
the then existing conversion or exchange price or rate, and the date
and time when the option to convert or exchange shall expire;

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(g) the place or places where such Securities, together
in the case of Bearer Securities with all coupons appertaining
thereto, if any, maturing after the Redemption Date, are to be
surrendered for payment of the Redemption Price and any accrued
interest and Additional Amounts pertaining thereto;

(h) that the redemption is for a sinking fund, if such is
the case;

(i) that, unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for redemption
must be accompanied by all coupons maturing subsequent to the date
fixed for redemption or the amount of any such missing coupon or
coupons will be deducted from the Redemption Price, unless security or
indemnity satisfactory to the Company, the Trustee and any Paying
Agent is furnished;

(j) if Bearer Securities of any series are to be redeemed
and any Registered Securities of such series are not to be redeemed,
and if such Bearer Securities may be exchanged for Registered
Securities not subject to redemption on the Redemption Date pursuant
to Section 305 or otherwise, the last date, as determined by the
Company, on which such exchanges may be made; and

(k) the CUSIP number or the Euroclear or the Cedel
reference numbers (or any other numbers used by a Depository to
identify such Securities), if any, of the Securities to be redeemed.

A notice of redemption published as contemplated by Section 106 need
not identify particular Registered Securities to be redeemed.

Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent except in the case of a sinking fund payment under Article Twelve,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay on the Redemption Date the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) any accrued interest
on and Additional Amounts in respect of, all the Securities or portions thereof
which are to be redeemed on that date.

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

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payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest and the coupons for such interest appertaining to any
Bearer Securities so to be redeemed, except to the extent provided below, shall
be void. Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with any accrued interest (and any Additional
Amounts) to the Redemption Date; provided, however, that installments of
interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of
coupons for such interest (at an office or agency located outside the United
States except as otherwise provided in Section 1002), and provided, further,
that, except as otherwise provided with respect to Securities convertible into,
or exchangeable for, Common Stock, Preferred Stock, Debt Warrants, Common Stock
Warrants, Preferred Stock Warrants or other Securities or securities,
installments of interest on Registered Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Dates or Special Record Dates,
as the case may be, according to their terms and the provisions of Section 307.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save
each of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that any interest (and any Additional Amounts) represented
by coupons shall be payable only upon presentation and surrender of those
coupons at an office or agency for such Security located outside of the United
States except as otherwise provided in Section 1002.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal, any premium, and, to the
extent permitted by applicable law, the interest required to be paid thereon
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

SECTION 1107. SECURITIES REDEEMED IN PART.

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and provisions, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered. If a Security in global form
is so surrendered, the Company shall execute, and the Trustee shall
authenticate and deliver to the U.S. Depository or other Depository for such
Security in global form as shall be specified in the Company Order with respect
thereto to the Trustee, without service charge, a new Security in global form
in a denomination equal to and in exchange for the unredeemed portion of the
principal of the Security in global form so surrendered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE.

The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of such series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

The Company may, in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of a series required to be made
pursuant to the terms of such Securities (i) deliver Outstanding Securities of
such series (other than any of such Securities previously called for
redemption) together in the case of any Bearer Securities of such series with
all unmatured coupons appertaining thereto, and (ii) apply as a credit
Securities of such series which have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, as provided for by the terms of such Securities; provided that such
Securities so delivered or applied as a credit have not been previously so
credited. Such Securities shall be received and credited for such purpose by
the Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.

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SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

Not less than 60 days prior to each sinking fund payment date for any
series of Securities (or such shorter notice as the Trustee may approve), the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to
Section 1202, the basis for any such crediting, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment,
and will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. APPLICABILITY OF ARTICLE.

Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 309, shall
not operate as a payment, redemption or satisfaction of the indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be canceled. Notwithstanding anything to the contrary contained in
this Article Thirteen, in connection with any repayment of Securities, the
Company may arrange for the purchase of any Securities by an agreement with one
or more investment bankers or other purchasers to purchase such Securities by
paying to the Holders of such Securities on or before the close of business on
the repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

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ARTICLE FOURTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1401. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

If Securities of a series are issuable, in whole or in part, as Bearer
Securities, a meeting of Holders of Securities of such series may be called at
any time and from time to time pursuant to this Article to make, give or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided by or pursuant to this Indenture to be made, given or taken by
Holders of Securities of such series.

SECTION 1402. CALL, NOTICE AND PLACE OF MEETINGS.

(a) The Trustee may at any time call a meeting of Holders
of Securities of any series for any purpose specified in Section 1401,
to be held at such time and at such place in London or in such other
place outside the United States as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 21 nor more than
180 days prior to the date fixed for the meeting.

(b) In case at any time the Company, by or pursuant to a
Board Resolution, or the Holders of at least 10% in aggregate
principal amount of the Outstanding Securities of any series shall
have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 1401,
by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have
made the first publication of the notice of such meeting within 21
days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or
the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in
London for such meeting and may call such meeting for such purposes by
giving notice thereof as provided in subsection (a) of this Section.

SECTION 1403. PERSONS ENTITLED TO VOTE AT MEETINGS.

To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (i) a Holder of one or more Outstanding Securities of
such series, or (ii) a Person appointed by an instrument in writing as proxy
for a Holder or Holders of one or more Outstanding Securities of such series by
such Holder or Holders. The only Persons who shall be entitled to be present
or to speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.

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SECTION 1404. QUORUM; ACTION.

The Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series; provided, however, that if any
action is to be taken at such meeting with respect to any request, demand,
direction, notice, consent, waiver or other action which this Indenture or
which the supplemental indenture, Board Resolution or other instrument
authorizing such series of Securities expressly provides may be made, given or
taken by the Holders of a specified percentage in aggregate principal amount of
the Outstanding Securities of a series that is less or greater than a majority,
then with respect to such action (and only such action), the Persons entitled
to vote such lesser or greater percentage in aggregate principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the
absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section
1402(a), except that such notice need be given only once not less than five
days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum with respect to each
action to be considered at such meeting.

Except as limited by the proviso to Section 902, any resolution
presented to a meeting duly convened or an adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted only by the affirmative
vote of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of that series; provided, however, that, except as
limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture or which the supplemental indenture, Board
Resolution or other instrument authorizing such series of Securities expressly
provides may be made, given or taken by the Holders of a specified percentage,
that is less or greater than a majority, in aggregate principal amount of the
Outstanding Securities of a series may be adopted at a meeting duly convened or
an adjourned meeting duly reconvened and at which a quorum is present by the
affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Securities of that series.

Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related
coupons, whether or not present or represented at the meeting.

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SECTION 1405. DETERMINATION OF VOTING RIGHTS; CONDUCT AND
ADJOURNMENT OF MEETINGS.

(a) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Holders of Securities of any series
in regard to proof of the holding of Securities of such series and of
the appointment of proxies and in regard to the appointment and duties
of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner
specified in Section 104 and the appointment of any proxy shall be
proved in the manner specified in Section 104 or by having the
signature of the person executing the proxy witnessed or guaranteed by
any trust company, bank or banker authorized by Section 104 to certify
to the holding of Bearer Securities. Such regulations may provide
that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in
Section 104 or other proof.

(b) The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall
have been called by the Company or by Holders of Securities as
provided in Section 1402(b), in which case the Company or the Holders
of Securities of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Security of such
series or proxy shall be entitled to one vote for each $1,000
principal amount of Outstanding Securities of such series held or
represented by him; provided, however, that no vote shall be cast or
counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

(d) Any meeting of Holders of Securities of any series
duly called pursuant to Section 1402 at which a quorum is present may
be adjourned from time to time by Persons entitled to vote a majority
in aggregate principal amount of the Outstanding Securities of such
series represented at the meeting; and the meeting may be held as so
adjourned without further notice.

SECTION 1406. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of

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Securities of such series or of their representatives by proxy and the
principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting. A record, at least in triplicate, of the
proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1402 and, if applicable, Section 1404.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record
so signed and verified shall be conclusive evidence of the matters therein
stated.

ARTICLE FIFTEEN

MISCELLANEOUS PROVISIONS

SECTION 1501. SECURITIES IN FOREIGN CURRENCIES.

Except as otherwise provided in the definition of "Outstanding" in
Section 101, whenever this Indenture provides for any distribution to Holders
of Securities, in the absence of any provision to the contrary in the form of
Security of any particular series, any amount in respect of any Security
denominated in a currency or currencies other than Dollars shall be treated for
any such distribution as that amount of Dollars that could be obtained for such
amount on such reasonable basis of exchange and as of the record date with
respect to Registered Securities of such series (if any) for such distribution
(or, if there shall be no applicable record date, such other date reasonably
proximate to the date of such distribution) as the Company may specify in a
written notice to the Trustee or, in the absence of such written notice, as the
Trustee may determine.

SECTION 1502. CONVERSION OR EXCHANGE OF SECURITIES.

The Company may issue Securities that are convertible into, or
exchangeable for, Common Stock, Common Stock Warrants, Preferred Stock,
Preferred Stock Warrants, Debt Warrants or other Securities or securities, in
which case all terms and conditions relating to such conversion or exchange
shall be as provided in or pursuant to an appropriate Board Resolution or in
any indenture supplemental hereto or as otherwise contemplated by Section 301.

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SECTION 1503. NO RECOURSE AGAINST OTHERS.

An incorporator or any past, present or future director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or
for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder shall waive and release all
such liability. Such waiver and release shall be part of the consideration for
the issuance of the Securities.

* * * * *

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

AMERICAN GENERAL CORPORATION
[CORPORATE SEAL]

By ______________________________

Attest:
By:______________________________

CHEMICAL BANK

[CORPORATE SEAL]

By ______________________________
______________________________
Attest:

____________________________________

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STATE OF TEXAS: sec.
sec.
COUNTY OF HARRIS: sec.

On the ____ day of ________________, 1995, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that he is _________________________ of AMERICAN GENERAL CORPORATION, one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

_________________________________
Notary Public

STATE OF TEXAS: sec.
sec.
COUNTY OF HARRIS: sec.

On the ____ day of ________________, 1995, before me personally came
____________________________, to me known, who, being by me duly sworn, did
depose and say that he is _____________________________ of AMERICAN GENERAL
CORPORATION, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

_________________________________
Notary Public

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STATE OF NEW YORK: sec.
sec.
COUNTY OF NEW YORK: sec.

On the _____ day of _________________, 1995, before me personally came
_________________________, to me known, who, being by me duly sworn, did depose
and say that he resides at ___________________, _________________; that he is a
_______________________ of Chemical Bank, one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

_________________________________
Notary Public

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<PAGE> 1
EXHIBIT 4(b)

================================================================================

AMERICAN GENERAL CORPORATION

CHEMICAL BANK

TRUSTEE

------------------------------------

SENIOR SUBORDINATED INDENTURE

------------------------------------

DATED AS OF MAY 15, 1995

(SENIOR SUBORDINATED DEBT SECURITIES)

================================================================================

<PAGE> 2

TABLE OF CONTENTS

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<TABLE>
<S> <C>
SECTION 101. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . 1
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authorized Newspaper . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Bearer Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Capitalized Lease Obligation . . . . . . . . . . . . . . . . . . . . . . 3
Certificate of a Firm of Independent Public Accountants . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Common Stock Warrants . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . 4
corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
coupon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Debt Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ECU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
European Community . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Foreign Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . 5
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Indexed Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . 6
Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
mandatory sinking fund payment . . . . . . . . . . . . . . . . . . . . . 6
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>

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<TABLE>
<S> <C>
New York Banking Day . . . . . . . . . . . . . . . . . . . . . . . . 6
New York Facility . . . . . . . . . . . . . . . . . . . . . . . . . 6
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . 7
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . 7
optional sinking fund payment . . . . . . . . . . . . . . . . . . . 7
Original Issue Discount Security . . . . . . . . . . . . . . . . . . 7
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Predecessor Security . . . . . . . . . . . . . . . . . . . . . . . . 9
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Preferred Stock Warrants . . . . . . . . . . . . . . . . . . . . . . 9
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Registered Security . . . . . . . . . . . . . . . . . . . . . . . . 9
Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . 9
Required Currency . . . . . . . . . . . . . . . . . . . . . . . . . 9
Representative . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . 9
Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Security Register . . . . . . . . . . . . . . . . . . . . . . . . . 10
Security Registrar . . . . . . . . . . . . . . . . . . . . . . . . . 10
Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . 10
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Superior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . 10
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . 11
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
United States Alien . . . . . . . . . . . . . . . . . . . . . . . . 11
U.S. Depository . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

SECTION 102. Compliance Certificates and Opinions. . . . . . . . . . . . 12
SECTION 103. Form of Documents Delivered to Trustee. . . . . . . . . . . 13
SECTION 104. Acts of Holders. . . . . . . . . . . . . . . . . . . . . . 13
SECTION 105. Notices, etc., to Trustee and Company. . . . . . . . . . . 15
SECTION 106. Notice to Holders of Securities; Waiver. . . . . . . . . . 16
SECTION 107. Language of Notices, etc. . . . . . . . . . . . . . . . . . 17
SECTION 108. Conflict with Trust Indenture Act. . . . . . . . . . . . . 17
SECTION 109. Effect of Headings and Table of Contents. . . . . . . . . . 17
SECTION 110. Successors and Assigns. . . . . . . . . . . . . . . . . . . 17
SECTION 111. Separability and Saving Clauses. . . . . . . . . . . . . . 18
SECTION 112. Benefits of Indenture. . . . . . . . . . . . . . . . . . . 18
SECTION 113. Governing Law. . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>

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<TABLE>
<S> <C>
SECTION 114. Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 115. Judgment Currency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms of Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 202. Form of Trustee's Certificate of Authentication. . . . . . . . . . . . . . . 20
SECTION 203. Securities in Global Form. . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series. . . . . . . . . . . . . . . . . . . . . 21
SECTION 302. Currency; Denominations. . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 303. Execution, Authentication, Delivery and Dating. . . . . . . . . . . . . . . . 25
SECTION 304. Temporary Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 305. Registration, Registration of Transfer and Exchange. . . . . . . . . . . . . 28
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. . . . . . . . . . . . . . . 32
SECTION 307. Payment of Interest and Certain Additional Amounts; Rights Preserved. . . . . 33
SECTION 308. Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 309. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 310. Computation of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture. . . . . . . . . . . . . . . . . . . 36
SECTION 402. Application of Trust Money. . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 502. Acceleration of Maturity; Rescission and Annulment. . . . . . . . . . . . . . 41
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. . . . . . . 42
SECTION 504. Trustee May File Proofs of Claim. . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 505. Trustee May Enforce Claims without Possession of Securities or Coupons. . . . 44
</TABLE>

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<PAGE> 5

<TABLE>
<S> <C>
SECTION 506. Application of Money Collected. . . . . . . . . . . . . . . . . . . . 44
SECTION 507. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 508. Unconditional Right of Holders to Receive Principal and
any Premium, Interest and Additional Amounts. . . . . . . . . . . . . 45
SECTION 509. Restoration of Rights and Remedies. . . . . . . . . . . . . . . . . . 45
SECTION 510. Rights and Remedies Cumulative. . . . . . . . . . . . . . . . . . . . 46
SECTION 511. Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . . . . . 46
SECTION 512. Control by Holders of Securities. . . . . . . . . . . . . . . . . . . 46
SECTION 513. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 514. Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 515. Waiver of Stay or Extension Laws. . . . . . . . . . . . . . . . . . . 47

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities. . . . . . . . . . . . . . . . . 48
SECTION 602. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 603. Certain Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . 49
SECTION 604. Not Responsible for Recitals or Issuance of Securities. . . . . . . . 51
SECTION 605. May Hold Securities. . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 606. Money Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 607. Compensation and Reimbursement. . . . . . . . . . . . . . . . . . . . 51
SECTION 608. Disqualifications; Conflicting Interests. . . . . . . . . . . . . . . 52
SECTION 609. Corporate Trustee Required; Eligibility. . . . . . . . . . . . . . . 52
SECTION 610. Resignation and Removal; Appointment of Successor. . . . . . . . . . 52
SECTION 611. Acceptance of Appointment by Successor. . . . . . . . . . . . . . . . 54
SECTION 612. Merger, Conversion, Consolidation or Succession to Business. . . . . 55
SECTION 613. Appointment of Authenticating Agent. . . . . . . . . . . . . . . . . 56

ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of
Holders of Registered Securities. . . . . . . . . . . . . . . . . . . 58
SECTION 702. Preservation of Information; Communications to Holders. . . . . . . . 58
SECTION 703. Reports by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 704. Reports by Company. . . . . . . . . . . . . . . . . . . . . . . . . . 59
</TABLE>

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<PAGE> 6

ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

<TABLE>
<S> <C>
SECTION 801. Consolidations and Mergers of Company and Sales and
Conveyances Permitted Subject to Certain Conditions. . . . . . . . . . . . . 60
SECTION 802. Rights and Duties of Successor Corporation. . . . . . . . . . . . . . . . . . 60
SECTION 803. Officers' Certificate and Opinion of Counsel. . . . . . . . . . . . . . . . . 61

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures without Consent of Holders. . . . . . . . . . . . . . 61
SECTION 902. Supplemental Indentures with Consent of Holders. . . . . . . . . . . . . . . 64
SECTION 903. Execution of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . 66
SECTION 904. Effect of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . . 66
SECTION 905. Conformity with Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . 66
SECTION 906. Reference in Securities to Supplemental Indentures. . . . . . . . . . . . . 66
SECTION 907. Effect on Superior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . 67

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal and any Premium, Interest and Additional Amounts. . . . 67
SECTION 1002. Maintenance of Office or Agency. . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 1003. Money for Securities Payments to be Held in Trust. . . . . . . . . . . . . . 68
SECTION 1004. Additional Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1005. Statement as to Compliance; Notice of Certain Defaults. . . . . . . . . . . 71
SECTION 1006. Corporate Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 1007. Waiver of Certain Covenants. . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 1008. Defeasance of Certain Obligations. . . . . . . . . . . . . . . . . . . . . . 71

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 1102. Election to Redeem; Notice to Trustee. . . . . . . . . . . . . . . . . . . . 73
SECTION 1103. Selection by Trustee of Securities to be Redeemed. . . . . . . . . . . . . . 74
SECTION 1104. Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 1105. Deposit of Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . . 76
</TABLE>

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<PAGE> 7

<TABLE>
<S> <C>
SECTION 1106. Securities Payable on Redemption Date. . . . . . . . . . . . . . . . . . . . . 76
SECTION 1107. Securities Redeemed in Part. . . . . . . . . . . . . . . . . . . . . . . . . . 77

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. . . . . . . . . . . . . 78
SECTION 1203. Redemption of Securities for Sinking Fund. . . . . . . . . . . . . . . . . . . 78

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

ARTICLE FOURTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1401. Purposes for Which Meetings May Be Called. . . . . . . . . . . . . . . . . . . 79
SECTION 1402. Call, Notice and Place of Meetings. . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 1403. Persons Entitled to Vote at Meetings. . . . . . . . . . . . . . . . . . . . . . 80
SECTION 1404. Quorum; Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 1405. Determination of Voting Rights; Conduct and Adjournment of Meetings. . . . . . 81
SECTION 1406. Counting Votes and Recording Action of Meetings. . . . . . . . . . . . . . . . 82

ARTICLE FIFTEEN

SUBORDINATION OF SECURITIES

SECTION 1501. Securities and Coupons Subordinated to Superior Indebtedness . . . . . . . . . 82
SECTION 1502. Distribution on Dissolution, Liquidation or Reorganization; Default . . . . . . 83
SECTION 1503. Distributions Must Be Paid Over . . . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 1504. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 1505. Relative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
SECTION 1506. Payments on Securities or Coupons Permitted . . . . . . . . . . . . . . . . . . 85
SECTION 1507. Authorization of Holders to Trustee to Effect Subordination . . . . . . . . . . 85
SECTION 1508. Notices to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
SECTION 1509. Trustee Entitled to Rely . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
</TABLE>

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<TABLE>
<S> <C>
SECTION 1510. Trustee as Holder of Superior Indebtedness . . . . . . . . . . . . . . . . . 87
SECTION 1511. Trustee Not Fiduciary for Holders of Superior Indebtedness . . . . . . . . . 87
SECTION 1512. Distribution or Notice to Representative . . . . . . . . . . . . . . . . . . 87
SECTION 1513. Trust Moneys Not Subordinated . . . . . . . . . . . . . . . . . . . . . . . . 87
SECTION 1514. Modification of Terms of Superior Indebtedness . . . . . . . . . . . . . . . 88
SECTION 1515. Reliance by Holders of Indebtedness on Subordination Provisions . . . . . . . 88

ARTICLE SIXTEEN

MISCELLANEOUS PROVISIONS

SECTION 1601. Securities in Foreign Currencies. . . . . . . . . . . . . . . . . . . . . . . 88
SECTION 1602. Conversion or Exchange of Securities . . . . . . . . . . . . . . . . . . . . 89
SECTION 1603. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . 89
</TABLE>

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<PAGE> 9

SENIOR SUBORDINATED INDENTURE, dated as of May 15, 1995, between
AMERICAN GENERAL CORPORATION, a Texas corporation (hereinafter called the
"Company"), having its principal office at 2929 Allen Parkway, Houston, Texas
77019 and CHEMICAL BANK, a New York corporation having its principal corporate
trust office at 450 West 33rd St., New York, New York 10001, as Trustee
(hereinafter called the "Trustee").

RECITALS OF THE COMPANY

The Company deems it necessary to issue from time to time for its
lawful purposes debt securities (hereinafter called the "Securities") evidencing
its unsecured and senior subordinated indebtedness and has duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Securities, unlimited as to principal amount, to bear such rates of interest, if
any, to mature at such time or times, to be issued in one or more series and to
have such other provisions as shall be fixed as hereinafter provided.

All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

For all purposes of this Indenture, except as otherwise expressly
provided in or pursuant to this Indenture or unless the context otherwise
requires:

(a) the terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as the
singular;

(b) all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

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<PAGE> 10

(d) the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision; and

(e) the term "day," unless designated as a "Business Day,"
means a calendar day.

"Act," when used with respect to any Holder, has the meaning
specified in Section 104.

"Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 613 to act on behalf of the Trustee to
authenticate Securities of one or more series.

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"Bearer Security" means any Security in the form established
pursuant to Section 201 which is payable to bearer.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

"Capitalized Lease Obligation" of any Person means the
obligation to pay rent or other payment amounts under a lease of (or
other indebtedness arrangements conveying the right to use) real or
personal property of such Person which is required to be classified and
accounted for as a capital lease or a liability on the face of a
balance sheet of such Person in accordance with generally accepted
accounting principles.

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<PAGE> 12

instrument authorizing such Security or shares of any class or classes
resulting from any reclassification or reclassifications thereof and
which have no preference in respect of the payment of dividends or the
distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to
redemption by the Company, provided that if at any time there shall be
more than one such resulting class, the shares of each such class then
so issuable shall be substantially in the proportion which the total
number of shares of such class resulting from all such
reclassifications bears to the total number of shares of such classes
resulting from all such reclassifications.

"Common Stock Warrants" means warrants to purchase Common
Stock.

"corporation" includes corporations, associations, companies
and business trusts.

"coupon" means any interest coupon appertaining to a Bearer
Security.

"Debt Warrants" means warrants to purchase Securities.

"Defaulted Interest" has the meaning specified in Section 307.

"Depository" has the meaning specified with respect to such
term under the definition of "U.S. Depository."

"Dollars" or "$" or any similar reference shall mean the coin
or currency of the United States of America as at the time shall be
legal tender for the payment of public

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<PAGE> 13

and private debts, except as may otherwise be provided in the form of
Securities of any particular series pursuant to the provisions of this
Indenture.

"ECU" means the European Currency Unit as defined and revised
from time to time by the Council of the European Community.

"European Community" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy
Community.

"Event of Default" has the meaning specified in Section 501.

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<PAGE> 14

Indebtedness or to purchase property or services for the primary
purpose of enabling the payment of Indebtedness or assuring the owner
of Indebtedness against loss) or through agreements, contingent or
otherwise, to supply or advance funds for the payment or purchase of
Indebtedness of others; provided, however, that in determining
Indebtedness of any Person, there shall not be included rental
obligations under any lease of such Person, whether or not such rental
obligations would, under generally accepted accounting principles, be
required to be shown on the balance sheet of such Person as a liability
item.

"Interest Payment Date," when used with respect to any
Security, means the Stated Maturity of an installment of interest on
such Security.

"Judgment Currency" has the meaning specified in Section 115.

"mandatory sinking fund payment" has the meaning specified in
Section 1201.

"New York Banking Day" has the meaning specified in Section
115.

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<PAGE> 15

respect of Securities and this Indenture may be served, either pursuant
to Section 1002 or as so specified pursuant to Section 301.

"optional sinking fund payment" has the meaning specified in
Section 1201.

"Outstanding," when used with respect to any Securities, means,
as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:

(a) any such Security theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

(d) any such Security, or portion thereof, converted into, or
exchanged for, Common Stock, Preferred Stock, other Securities or
securities, Debt Warrants, Common

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<PAGE> 16

Stock Warrants or Preferred Stock Warrants if the terms of such
Security provide for such conversion or exchange;

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<PAGE> 17

"Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306
in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Security or a Security to which a mutilated, destroyed, lost or stolen
coupon appertains shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security or the Security to which
the mutilated, destroyed, lost or stolen coupon appertains, as the case
may be.

"Preferred Stock" means, with respect to the Company, its
Preferred Stock, $1.50 par value per share, of any series.

"Preferred Stock Warrants" means warrants to purchase Preferred
Stock.

"Redemption Date," when used with respect to any Security or
portion thereof to be redeemed, means the date fixed for such
redemption by or pursuant to this Indenture.

"Redemption Price," when used with respect to any Security or
portion thereof to be redeemed, means the price at which it is to be
redeemed as determined by or pursuant to this Indenture.

"Registered Security" means any Security established pursuant
to Section 201 which is registered in the Security Register.

"Required Currency" has the meaning specified in Section 115.

"Representative" means the trustee, agent or representative (if
any) for an issue of Superior Indebtedness.

"Responsible Officer," when used with respect to the Trustee,
means any officer of the Trustee assigned by it to administer corporate
trust matters.

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"Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

"Special Record Date" for the payment of any Defaulted Interest
on the Registered Securities of any series means a date fixed by the
Trustee pursuant to Section 307.

"Superior Indebtedness" means the principal of and any premium
and interest on, and any other payment due pursuant to, any of the
following, whether outstanding on the date of execution of this
Indenture or thereafter incurred, created or assumed:

(a) all obligations of the Company for money borrowed;

(b) all obligations of the Company evidenced by notes,
debentures, bonds or other securities, including obligations
incurred, created or assumed in connection with the acquisition
of property, assets or businesses;

(d) all reimbursement obligations of the Company with
respect to letters of credit, bankers acceptance or similar
facilities issued for the account of the Company;

(e) all obligations of the Company issued or assumed
as the deferred purchase price of property or services (but
excluding trade accounts payable or accrued liabilities arising
in the ordinary course of business);

(f) all payment obligations of the Company under any
interest rate, currency or commodity swap agreement, option
agreement, hedge agreement, forward contract, or similar
agreement designed to protect the Company or another Person
against fluctuations in interest rates, exchange rates or
commodity prices;

(g) all obligations of the type referred to in clauses
(a) through (f) above of another Person or all dividends of
another Person, the payment of which, in either case, the
Company has assumed or guaranteed, or for which the Company is
responsible or liable, directly or indirectly, jointly or
severally, as obligor, guarantor or otherwise; and

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<PAGE> 19

(h) all amendments, modifications, renewals,
extensions, refinancings, replacements and refundings by the
Company of any such indebtedness referred to in clauses (a)
through (g) above (and of any such amended, modified, renewed,
extended, refinanced, replaced or refunded indebtedness or
obligations);

other than (i) any indebtedness, renewal, extension, refinancing,
replacement, refunding, assumption, guarantee or other obligation that
expressly provides, or in the instrument creating or evidencing the
same or the assumption or guarantee of the same it is expressly
provided, that such indebtedness, renewal, extension, refinancing,
replacement, refunding, assumption, guarantee or other obligation is
junior in right of payment to or is pari passu with the Securities;
(ii) any guarantee of the payment obligations of American General
Delaware, L.L.C. or American General Capital, L.L.C., each a Delaware
limited liability company, with respect to their preferred securities,
(iii) any junior subordinated debentures of the Company issued under
the Indenture, dated as of May ___, 1995, between the Company and
Chemical Bank, as trustee, relating to junior subordinated debentures,
and (iv) the 13 1/2% Restricted Subordinated Notes Due 2002 of the
Company issued pursuant to an Indenture, dated as of January 3, 1994,
between the Company and Texas Commerce Bank, National Association,
which 13 1/2% Restricted Subordinated Notes shall rank pari passu with
the Securities.

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<PAGE> 20

is, for United States Federal income tax purposes, a foreign
corporation, a non-resident alien individual or a non-resident alien
fiduciary of a foreign estate or trust.

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

(a) a statement that each individual signing such certificate
or opinion has read such condition or covenant and the definitions
herein relating thereto;

(b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;

(d) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

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<PAGE> 21

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate of counsel or Opinion
of Counsel or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to matters upon which his certificate or opinion is
based are erroneous. Any such certificate of counsel or Opinion of Counsel or
representations by counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.

SECTION 104. ACTS OF HOLDERS.

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<PAGE> 22

sufficient for any purpose of this Indenture and (subject to Section
601) conclusive in favor of the Trustee and the Company and any agent
of the Trustee or the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 1406.

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<PAGE> 23

wherever situated, if such certificate shall be deemed by the Company
and the Trustee to be satisfactory, showing that at the date therein
mentioned such Person had on deposit with such depositary, or exhibited
to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the
Company and the Trustee to be satisfactory. The Trustee and the Company
may assume that such ownership of any Bearer Security continues until
(i) another certificate or affidavit bearing a later date issued in
respect of the same Bearer Security is produced, or (ii) such Bearer
Security is produced to the Trustee by some other Person, or (iii) such
Bearer Security is surrendered in exchange for a Registered Security,
or (iv) such Bearer Security is no longer Outstanding. The ownership,
principal amount and serial numbers of Bearer Securities held by any
Person, and the date of holding the same, may also be proved in any
other manner that the Company and the Trustee deem sufficient.

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

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Additionally, any notice provided or permitted to be given or furnished
to the Trustee pursuant to Article Fifteen shall be sufficient if given or
furnished in the manner provided in the last paragraph of Section 1508.

SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER.

Except as otherwise expressly provided in or pursuant to the provisions
of this Indenture, where this Indenture provides for notice to Holders of
Securities of any event,

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<PAGE> 25

made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.

SECTION 107. LANGUAGE OF NOTICES, ETC.

SECTION 108. CONFLICT WITH TRUST INDENTURE ACT.

If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required to be a part of and govern this
Indenture, such required provision shall control.

SECTION 109. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 110. SUCCESSORS AND ASSIGNS.

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SECTION 111. SEPARABILITY AND SAVING CLAUSES.

SECTION 112. BENEFITS OF INDENTURE.

Nothing in this Indenture or in any Security or coupon, express or
implied, shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent, any Authenticating Agent and their respective
successors and assigns hereunder, the holders of Superior Indebtedness and the
Holders of Securities or coupons, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

SECTION 113. GOVERNING LAW.

This Indenture and the Securities and coupons, including the validity
thereof, shall be governed by and construed in accordance with the laws of the
State of New York.

SECTION 114. LEGAL HOLIDAYS.

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SECTION 115. JUDGMENT CURRENCY.

ARTICLE TWO

SECURITY FORMS

SECTION 201. FORMS OF SECURITIES.

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<PAGE> 28

Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities or coupons.

Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, the Securities of each series shall be issuable in
registered form without coupons.

SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

The Trustee's certificate of authentication shall be in substantially
the following form:

This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

-----------------------------
as Trustee

By
--------------------------
Authorized Officer

SECTION 203. SECURITIES IN GLOBAL FORM.

Unless otherwise provided in or pursuant to this Indenture, the
Securities shall not be issuable in global form. If Securities of a series shall
be issuable in global form, any such Security may provide that it or any number
of such Securities shall represent the aggregate amount of all Outstanding
Securities of such series (or such lesser amount as is permitted by the terms
thereof) from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges. Any endorsement of any
Security in global form to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made in such manner and by such Person or Persons
as shall be specified therein or in the Company Order to be delivered pursuant
to Section 303 or 304 with respect thereto. Subject to the provisions of Section
303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 303 or 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to a Security in global
form shall be in writing but need not be accompanied by or contained in an
Officers' Certificate and need not be accompanied by an Opinion of Counsel.

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<PAGE> 29

ARTICLE THREE

THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. The terms of the
Securities in addition to or in lieu of those set forth in this Indenture shall
be determined or established in any one or more of the following ways: (1) in
one or more indentures supplemental hereto; (2) in one or more Board
Resolutions; or (3) in a manner specified in or authorized by one or more Board
Resolutions (in which case such Board Resolutions shall be included in or
attached to an Officers' Certificate setting forth such terms or the manner in
which such terms are to be determined or established). The terms to be so
determined or established shall include:

(a) the title of the Securities and the series in which such
Securities shall be included;

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<PAGE> 30

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<PAGE> 31

Securities may be surrendered for conversion or exchange and any
notices and demands to or upon the Company in respect of such
Securities and this Indenture may be served;

(o) if other than Dollars, the Foreign Currency in which
payment of the principal of and any premium and interest on, and any
Additional Amounts in respect of, such Securities shall be payable;

(p) if the principal of and any premium or interest on, and
any Additional Amounts in respect of, such Securities are to be
payable, at the election of the Company

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or a Holder thereof or otherwise, in a coin or currency, including a
Foreign Currency, other than that in which such Securities are stated
to be payable, the period or periods within which, and the other terms
and conditions upon which, such election may be made, and the time and
manner of determining the exchange rate between the coin or currency
in which such Securities are denominated or stated to be payable and
the coin or currency in which such Securities or any of them are to be
so payable;

(q) whether the amount of payments of principal of and
any premium or interest on, and any Additional Amounts in respect of,
such Securities may be determined with reference to an index, formula
or other method or methods (which index, formula or method or methods
may be based, without limitation, on one or more currencies,
commodities, equity indices or other indices) and, if so, the terms
and conditions upon which and the manner in which such amounts shall
be determined and paid or payable;

(r) any deletions from, modifications of or additions to
the Events of Default or covenants of the Company with respect to such
Securities, whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants set forth herein,
any change in the right of the Trustee or Holders to declare the
principal of, and any premium and interest on, such Securities due and
payable, and any additions to the definitions currently set forth in
this Indenture;

(s) whether any of such Securities are to be issuable
upon the exercise of warrants and, if so, the details with respect
thereto, including the time, manner and place for such Securities to
be authenticated and delivered;

(t) the form or forms of such Securities, if any, and, if
any Securities of such series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security
of such series) only upon receipt of certain certificates or other
documents or satisfaction of other conditions, then the form and terms
of such certificates, documents or conditions;

(u) if there is more than one Trustee, the identity of
the Trustee and, if not the Trustee, the identity of each Security
Registrar, Paying Agent and Authenticating Agent with respect to such
Securities;

(v) the applicability, if any, of Section 1008 to the
Securities of such series and any provisions in modification of, in
addition to or in lieu of any of the provisions of Section 1008; and

(w) any other terms of such Securities (which terms shall
not be inconsistent with the provisions of this Indenture including,
without limitation, the provisions of Article Fifteen).

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<PAGE> 33
All Securities of any one series and any coupons appertaining to any
Bearer Securities of such series shall be substantially identical except as to
coin or currency of payments due thereunder, denomination, the rate or rates of
interest, if any, or the method of determining the rate of interest, if any,
the date or dates from which interest, if any, shall accrue, and Stated
Maturity and except as may otherwise be provided in the terms of such
Securities determined or established as provided above. All Securities of any
one series need not be issued at the same time and, unless otherwise provided,
a series may be reopened for issuances of additional Securities of such series.

If any of the terms of the Securities or coupons of any series are
established by action that is specified in or authorized by a Board Resolution
and such action is to be taken at or prior to the delivery of the Officers'
Certificate setting forth the terms of such series of Securities or the manner
in which such terms are to be determined or established, then a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate setting forth the terms of such
series or the manner in which such terms are to be determined or established.

SECTION 302. CURRENCY; DENOMINATIONS.

Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, the principal of, any premium and interest on and
any Additional Amounts with respect to the Securities shall be payable in
Dollars. Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, any Registered Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof, and any
Bearer Securities of a series shall be issuable in the denomination of $5,000.
Securities not denominated in Dollars shall be issuable in such denominations
as are established with respect to such Securities in or pursuant to this
Indenture.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

Securities and coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices on the date(s) such Securities were
issued.

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<PAGE> 34
At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with the Board Resolution and Officers' Certificate,
supplemental indenture or other instrument with respect to such Securities
referred to in Sections 201 and 301 and a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order and subject to the provisions hereof shall authenticate and deliver such
Securities. If all the Securities of any series are not to be issued at one
time and if the Board Resolution or supplemental indenture establishing such
series shall so permit, such Company Order may set forth procedures acceptable
to the Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series, such as interest rate, maturity date,
date of issuance and date from which interest shall accrue. In authenticating
Securities hereunder, and accepting the additional responsibilities under this
Indenture in relation to such Securities and any coupons appertaining thereto,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon,

(a) an Opinion of Counsel stating substantially to the
effect that,

(1) the form and terms of such Securities and
coupons, if any, or the manner of determining such terms, have
been established in conformity with the provisions of this
Indenture; and

(2) such Securities and coupons, when
authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and legally
binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, moratorium,
fraudulent conveyance, or other laws relating to or affecting
the enforcement of creditors' rights and by general equity
principles, and except further as enforcement thereof may be
limited by (i) requirements that a claim (or a Foreign
Currency judgment in respect of such claim) be converted into
Dollars at a rate of exchange prevailing on a date determined
pursuant to applicable law or (ii) governmental authority to
limit, delay or prohibit the making of payments in a Foreign
Currency or payments outside the United States (and with such
other exceptions as to enforceability as such counsel shall
state are not materially adverse to the Holders); and

(b) an Officers' Certificate stating, to the best
knowledge of each signer of such certificate, that no event which is,
or after notice or lapse of time would become, an Event of Default
with respect to any of the Securities shall have occurred and be
continuing.

The Trustee shall not be required to authenticate or to cause an Authenticating
Agent to authenticate such Securities if the issuance of such Securities
pursuant to this Indenture will

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affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner that is not reasonably acceptable to
the Trustee.

If the Company shall establish pursuant to Section 301 that the
Securities of a series are to be issued in whole or in part in the form of one
or more global Securities, the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to such series,
authenticate and deliver one or more global Securities in temporary or
permanent form that (i) shall represent and shall be denominated in an amount
equal to the aggregate principal amount of the Outstanding Securities of such
series to be represented by such global Security or Securities, (ii) shall be
registered, if in registered form, in the name of the Depository for such
global Security or Securities or the nominee of such Depository, (iii) shall be
delivered by the Trustee to such Depository or pursuant to such Depository's
instruction and (iv) shall bear a legend substantially to the following effect
(or to such other effect as may be specified in the document authorizing such
series of Securities or as the Depository, the Trustee and the Company may
agree):

Each Registered Security shall be dated the date of its
authentication. Each Bearer Security and any temporary Bearer Security in
global form shall be dated as of the date specified as contemplated by Section
301.

No Security or coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 202 or 613 executed by or on behalf of the
Trustee or an Authenticating Agent by the manual signature of one of its
authorized officers. Such an executed certificate of authentication upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Except as
permitted by Section 306 or 307, the Trustee shall not authenticate and deliver
any Bearer Security unless all appurtenant coupons for interest then matured
have been detached and canceled.

SECTION 304. TEMPORARY SECURITIES.

Pending the preparation of definitive Securities of any series, the
Company may execute and deliver to the Trustee, and upon Company Order the
Trustee shall authenticate and deliver,

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in the manner provided in Section 303, temporary Securities of such series
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form or,
if authorized in or pursuant to this Indenture, in bearer form with one or more
coupons or without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing
such Securities may determine, as evidenced by their execution of such
Securities. Such temporary Securities may be in global form.

Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
of any series are issued, the Company shall cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
such definitive Securities, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series containing identical
terms and provisions upon surrender of the temporary Securities of such series
at the office or agency of the Company maintained for such purpose pursuant to
Section 1002, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series (accompanied by any
unmatured coupons appertaining thereto), the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like aggregate
principal amount of definitive Securities of authorized denominations of the
same series containing identical terms and provisions; provided, however, that
no definitive Bearer Security, except as provided pursuant to Section 301,
shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in or pursuant to this Indenture. Unless otherwise specified as
contemplated by Section 301 with respect to a temporary global Security, until
so exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

With respect to the Registered Securities, if any, of each series of
Securities, the Company shall cause to be kept at an office or agency of the
Company maintained pursuant to Section 1002 a register (each such register
being herein sometimes referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of the Registered Securities of each series and of
transfers of the Registered Securities of each series. Such office or agency
shall be the "Security Registrar" for the Registered Securities, if any, of
each series of Securities. In the event that the Trustee shall not be the
Security Registrar with respect to a particular series of Securities, it shall
have the right to examine the Security Register for such series at all
reasonable times. Unless otherwise provided with respect to a series of
Securities in a supplemental indenture, Board Resolution or other instrument
authorizing such series of Securities, Chemical Bank is hereby appointed
Security Registrar for each series of Securities until a successor has been
appointed by a Board Resolution or an instrument executed on

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behalf of the Company by its Chairman, Vice Chairman, President or one of its
Vice Presidents and delivered to the Trustee.

At the option of the Holder, Registered Securities of any series
(except a global Security representing all or a portion of such series) may be
exchanged for other Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Securities to be exchanged at any
such office or agency. Whenever any Registered Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities that the Holder making the exchange is
entitled to receive.

If provided in or pursuant to this Indenture with respect to
Securities of any series, at the option of the Holder, Bearer Securities of
such series may be exchanged for Registered Securities or Bearer Securities (if
Bearer Securities of such series are issuable in more than one denomination) of
the same series containing identical terms and provisions, of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Bearer Securities to be exchanged at any office or agency of the Company
maintained for such series, with all unmatured coupons and all matured coupons
in default thereto appertaining. If the Holder of a Bearer Security is unable
to produce any such unmatured coupon or coupons or matured coupon or coupons in
default, such exchange may be effected if the Bearer Securities are accompanied
by payment in funds acceptable to the Company and the Trustee in an amount
equal to the face amount of such missing coupon or coupons, or the surrender of
such missing coupon or coupons may be waived by the Company and the Trustee if
there is furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Bearer Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency for such series located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a Registered Security
of the same series and like tenor after the close of business at such office or
agency on (i) any Regular Record Date and before the opening of business at
such office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such office or agency
on the related proposed date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest
Payment Date or proposed date for payment, as the case may be (or, if such
coupon is so surrendered with such Bearer Security, such coupon shall be
returned to the person so

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surrendering the Bearer Security), and interest or Defaulted Interest, as the
case may be, shall not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of the Registered Security
issued in exchange for such Bearer Security, but shall be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.

If expressly provided in or pursuant to this Indenture with respect to
the Securities of any series, at the option of the Holder, Registered
Securities of such series may be exchanged for Bearer Securities upon such
terms and conditions as may be provided in or pursuant to this Indenture with
respect to such series.

Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, any global Security shall be exchangeable for
certificated Securities only if (i) the Depository is at any time unwilling,
unable or ineligible to continue as Depository and a successor depository is
not appointed by the Company within 90 days of the date the Company is so
informed in writing, (ii) the Company executes and delivers to the Trustee a
Company Order to the effect that such global Security shall be so exchangeable,
(iii) an Event of Default has occurred and is continuing with respect to the
Securities of the same series, or (iv) in the case of a global Security
representing Bearer Securities, upon the written request of a beneficial owner
of an interest in such global Security given to the Depository. If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for certificated Securities of such series, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
certificated Securities in such form and denominations as are required by or
pursuant to this Indenture, and of the same series as, containing identical
terms as and in aggregate principal amount equal to the principal amount of,
such global Security, executed by the Company. On or after the earliest date
on which such interests may be so exchanged, such global Security shall be
surrendered from time to time by the U.S. Depository (or such other Depository
as shall be specified in the Company Order with respect thereto) to the
Trustee, as the Company's agent for such purpose, to be exchanged, in whole or
in part, for certificated Securities as described above, without charge, in
accordance with instructions (which instructions shall be in writing but need
not be contained in or accompanied by an Officers' Certificate or be
accompanied by an Opinion of Counsel) given by the Company to the Trustee and
such U.S. Depository or other Depository, as the case may be. The Trustee
shall authenticate and make available for delivery, in exchange for each
portion of such surrendered global Security, a like aggregate principal amount
of certificated Securities of the same series of authorized denominations and
of like tenor as the portion of such global Security to be exchanged, which
(unless such Securities are not issuable both as Bearer Securities and as
Registered Securities, in which case the definitive Securities exchanged for
the global Security shall be issuable only in the form in which the Securities
are issuable, as provided in or pursuant to this Indenture) shall be in the
form of Bearer Securities or Registered Securities, or any combination thereof,

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as shall be specified by the beneficial owner thereof; provided, however, that
no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities for redemption of the same
series and containing identical terms and ending on the relevant Redemption
Date; and provided, further, that (unless otherwise provided in or pursuant to
this Indenture) no Bearer Security delivered in exchange for a portion of a
global Security shall be mailed or otherwise delivered to any location in the
United States. Promptly following any such exchange in part, such global
Security shall be returned by the Trustee to the U.S. Depository or such other
Depository referred to above, as the case may be, in accordance with the
instructions of the Company referred to above, with an endorsement thereon to
reflect the decrease in the aggregate amount of Outstanding Securities
represented thereby. If a Registered Security is issued in exchange for any
portion of a global Security after the close of business at the office or
agency for such Security where such exchange occurs on or after (i) any Regular
Record Date for such Security and before the opening of business at such office
or agency on the next Interest Payment Date, or (ii) any Special Record Date
for such Security and before the opening of business at such office or agency
on the related proposed date for payment of interest or Defaulted Interest, as
the case may be, interest shall not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered
Security, but shall be payable on such Interest Payment Date or proposed date
for payment, as the case may be, only to the Person to whom interest in respect
of such portion of such global Security shall be payable in accordance with the
provisions of this Indenture.

No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not
involving any transfer.

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series are issuable as Bearer Securities, on the day of the first publication
of the relevant notice of redemption or, if Securities of the series are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, (ii) to register the transfer of or exchange
any Registered Security so selected for redemption in whole or in part, except,
in the case of any Security to be redeemed in part, the portion thereof not to
be redeemed, (iii) to exchange any Bearer Security so selected for redemption,
except, to the extent provided with respect to such Bearer Security, that such
Bearer Security may be exchanged for a Registered Security of like tenor and
the same series, provided that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture or (iv) to issue, register the transfer of or
exchange any Security that, in accordance with its terms, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security.

If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon, and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Company or the Trustee that such Security or
coupon has been acquired by a bona fide purchaser, the Company shall execute
and upon its request the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a new Security of the same series and
principal amount, containing identical terms and provisions and bearing a
number not contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen coupon appertains.

In case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or coupon;
provided, however, that payment of principal of and any premium or interest on
or any Additional Amounts with respect to any Bearer Securities shall, except
as otherwise provided in Section 1002, be payable only at an office or agency
for such Securities located outside the United States.

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The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities or
coupons.

SECTION 307. PAYMENT OF INTEREST AND CERTAIN ADDITIONAL AMOUNTS;
RIGHTS PRESERVED.

Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 301, interest on and any
Additional Amounts with respect to any Registered Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest and any interest on any Bearer Security that is payable, and
is punctually paid or duly provided for on any Interest Payment Date shall be
paid upon surrender of the coupon appertaining thereto in respect of the
interest due on such Interest Payment Date. Unless otherwise provided in or
pursuant to this Indenture, in case a Bearer Security is surrendered in
exchange for a Registered Security after the close of business at an office or
agency for such Security on any Regular Record Date therefor and before the
opening of business at such office or agency on the next succeeding Interest
Payment Date therefor, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest shall not be payable
on such Interest Payment Date in respect of the Registered Security issued in
exchange for such Bearer Security, but shall be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 301, any interest on and any
Additional Amounts with respect to any Registered Security of any series which
is payable, but is not punctually paid or duly provided for on any Interest
Payment Date for such Registered Security (herein called "Defaulted Interest")
shall forthwith cease to be payable to the Holder thereof on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in subsection (a) or (b) below:

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Interest proposed to be paid on each such Registered Security and the
date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when so
deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this subsection provided. Thereupon,
the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, United
States first-class postage prepaid, to each Holder of such Registered
Securities (or their respective Predecessor Securities) at the address
of such Holder as it appears in the Security Register, not less than
10 days prior to such Special Record Date. The Trustee may, in its
discretion, in the name and at the expense of the Company, cause a
similar notice to be published at least once in an Authorized
Newspaper of general circulation in The City of New York, but such
publication shall not be a condition precedent to the establishment of
such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names such Registered Securities (or their respective
Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to
the following subsection (b). In case a Bearer Security of any series
is surrendered at the office or agency for such Security in exchange
for a Registered Security of such series after the close of business
at such office or agency on any Special Record Date and before the
opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such proposed date of
payment and Defaulted Interest shall not be payable on such proposed
date of payment in respect of the Registered Security issued in
exchange for such Bearer Security, but shall be payable only to the
Holder of such coupon when due in accordance with the provisions of
this Indenture.

(b) The Company may make payment of any Defaulted
Interest on such Registered Securities in any other lawful manner not
inconsistent with the requirements of any securities exchange on which
such Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee
of the proposed payment pursuant to this subsection (b), such manner
of payment shall be deemed practicable by the Trustee.

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payee with a bank located in the United States or by any other means permitted
in the form of Securities of any particular series pursuant to the provisions
of this Indenture.

Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 308. PERSONS DEEMED OWNERS.

Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered in
the Security Register as the owner and Holder of such Registered Security for
the purpose of receiving payment of the principal of and any premium and
(subject to Sections 305 and 307) interest on, and any Additional Amounts in
respect of, such Registered Security and for all other purposes whatsoever,
whether or not any payment with respect to such Registered Security shall be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company
or the Trustee may treat the bearer of any Bearer Security and the bearer of
any coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not any payment with respect to such Security or coupon
be overdue, and neither the Company, the Trustee nor any agent of the Company
or the Trustee shall be affected by notice to the contrary.

No owner of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner and Holder of
such global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

SECTION 309. CANCELLATION.

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Securities and coupons, as well as Securities and coupons surrendered directly
to the Trustee for any such purpose, shall be promptly canceled by the Trustee.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee for
cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by or pursuant to this Indenture. All canceled
Securities and coupons held by the Trustee shall be disposed of in accordance
with its customary practices, subject to applicable law.

SECTION 310. COMPUTATION OF INTEREST.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

(a) either

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as provided in Section 1003) have been delivered to the
Trustee for cancellation; or

(2) all such Securities of such series and, in
the case of (i) and (ii) below, any coupons appertaining
thereto not theretofore delivered to the Trustee for
cancellation

(i) have become due and payable, or

(ii) will become due and payable at their
Stated Maturity within one year, or

and the Company, in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be irrevocably deposited
(except as provided in Section 402(c)) with the Trustee, as
trust funds and/or obligations in trust, specifically pledged
as security for, and dedicated solely to, the benefit of the
Holders of the Securities of such series, (A) money in an
amount, or (B) Government Obligations which through the
payment of interest and principal in respect thereof in
accordance with their terms, without consideration of any
reinvestment thereof, will provide not later than the opening
of business on the due dates of any payment of principal and
any premium, interest and Additional Amounts with respect
thereto money in an amount or (C) a combination thereof,
sufficient to pay and discharge the entire indebtedness on
such Securities and coupons not theretofore delivered to the
Trustee for cancellation, including the principal of, any
premium and interest on, and any Additional Amounts with
respect to such Securities and coupons, to the date of such
deposit (in the case of Securities of such series which have
become due and payable) or to the Stated Maturity or Maturity
thereof, as the case may be;

(b) the Company has paid or caused to be paid all other
sums payable hereunder by the Company; and

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provided for relating to the satisfaction and discharge of this
Indenture as to such series of Securities have been complied with.

SECTION 402. APPLICATION OF TRUST MONEY.

(a) Subject to the provisions of the last paragraph of
Section 1003, all money and/or Government Obligations deposited with
the Trustee pursuant to Section 401 or Section 1008 or pursuant to a
supplemental indenture entered into pursuant to Section 901(i), and
all money received by the Trustee in respect of any such Government
Obligations, shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture,
to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any
premium, interest and Additional Amounts for whose payment such money
has or Government Obligations have been deposited with or received by
the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Section 401 or Section 1008 or any such
supplemental indenture; but such money and

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Government Obligations need not be segregated from other funds of the
Trustee except to the extent required by law.

(b) The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against
Government Obligations deposited pursuant to Section 401 or Section
1008 or pursuant to a supplemental indenture entered into pursuant to
Section 901(i) or the interest and principal received in respect of
such obligations other than any payable by or on behalf of Holders.

(c) The Trustee shall deliver or pay to the Company from
time to time upon Company Request any Government Obligations or money
held by it as provided in Section 401 or Section 1008 or in any
supplemental indenture entered into pursuant to Section 901(i) which,
as expressed in a Certificate of a Firm of Independent Public
Accountants delivered to the Trustee, are then in excess of the amount
thereof which then would have been required to be deposited for the
purpose for which such obligations or money were deposited or
received.

ARTICLE FIVE

REMEDIES

SECTION 501. EVENTS OF DEFAULT.

"Event of Default," wherever used herein with respect to Securities of
any series (unless otherwise specified with respect to such series of
Securities in the supplemental indenture, Board Resolution or other instrument
authorizing such series of Securities), means any one of the following events
which has occurred and is continuing (whatever the reason for such Event of
Default and whether it shall be occasioned by the provisions of Article Fifteen
or be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

(b) default in the payment of the principal of and any
premium on any Security of that series when it becomes due and payable
at its Maturity; or

(d) default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture or the
Securities of that series (other than a covenant or

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warranty a default in whose performance or whose breach is elsewhere
in this Section specifically dealt with or which has been expressly
included in this Indenture solely for the benefit of a series of
Securities other than that series), and continuance of such default or
breach for a period of 90 days after there has been given, by
registered or certified United States mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least
25% in aggregate principal amount of the Outstanding Securities of
that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder; or

(e) an event of default, as defined in any mortgage,
indenture or instrument under which there may be issued, or by which
there may be secured or evidenced, any Indebtedness for money borrowed
of the Company (including a default under this Indenture with respect
to Securities of any series other than that series), whether such
Indebtedness now exists or shall hereafter be created, shall happen
and shall result in a principal amount in excess of $25,000,000 of
Indebtedness becoming or being declared due and payable prior to the
date on which it would otherwise have become due and payable, and such
acceleration shall not have been rescinded or annulled, or such
Indebtedness shall not have been discharged, within a period of 15
days after there has been given, by registered or certified United
States mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount
of the Outstanding Securities of that series a written notice
specifying such event of default and requiring the Company to cause
such acceleration to be rescinded or annulled or to cause such
Indebtedness to be discharged and stating that such notice is a
"Notice of Default" hereunder; or

(h) the Company shall have failed generally to pay its
debts as they become due or shall have taken any corporate action in
furtherance of any of the matters referred to in subsection (g) above;
or

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(i) any other Event of Default provided with respect to
Securities of such series in the supplemental indenture, Board
Resolution or other instrument authorizing such series.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

(a) the Company has paid or deposited with the Trustee a
sum of money sufficient to pay

(1) all overdue installments of any interest on
and Additional Amounts payable in respect of all Securities of
that series and any coupons appertaining thereto,

(3) to the extent that payment of such interest
is lawful, interest upon overdue installments of interest and
Additional Amounts at the rate or rates borne by or provided
for in such Securities, and

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(4) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel; and

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY TRUSTEE.

The Company covenants that if

(a) default is made in the payment of any installment of
interest or any Additional Amounts payable in respect of any Security
or any coupon appertaining thereto when such interest or Additional
Amounts shall have become due and payable and such default continues
for a period of 30 days, or

(b) default is made in the payment of the principal of or
any premium on any Security at its Maturity,

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proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or such Securities or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy.

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

(a) to file and prove a claim for the whole amount, or
such lesser amount as may be provided for in the Securities of any
series, of principal, premium, interest and Additional Amounts owing
and unpaid in respect of the Securities and any coupons appertaining
thereto and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel) and of the Holders of
Securities and coupons allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property
payable or deliverable on any such claim and to distribute the same;

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SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES OR COUPONS.

All rights of action and claims under this Indenture or any of the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall, subject to the provisions of Article Fifteen, be for the
ratable benefit of the Holders of the Securities and coupons in respect of
which such judgment has been recovered.

SECTION 506. APPLICATION OF MONEY COLLECTED.

FIRST: To the payment of all amounts due the Trustee under
Section 607;

SECOND: Subject to the provisions of Article Fifteen, to the
payment of the amounts then due and unpaid upon the Securities and any
coupons for principal and any premium, interest and Additional Amounts
in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind,
according to the aggregate amounts due and payable on such Securities
and coupons for principal and any premium, interest and Additional
Amounts, respectively; and

THIRD: The balance, if any, to the Person or Persons entitled
thereto.

SECTION 507. LIMITATION ON SUITS.

(a) such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to the
Securities of that series;

(b) the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities of that series shall
have made written request to the Trustee to

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institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(d) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any
such proceeding; and

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL
AND ANY PREMIUM, INTEREST AND ADDITIONAL AMOUNTS.

Notwithstanding any other provision in this Indenture, but subject to
Article Fifteen, the Holder of any Security or coupon shall have the right,
which is absolute and unconditional, to receive payment of the principal of
(and premium, if any) and (subject to Sections 305 and 307) any interest on,
and any Additional Amounts in respect of, such Security, or payment of such
coupon, as the case may be, on the respective Stated Maturity or Maturities
thereof expressed in such Security or coupon (or, in the case of redemption, on
the Redemption Date or, in the case of repayment at the option of such Holder,
on the date such repayment is due) and to institute suit for the enforcement of
any such payment and, in the case of Securities which are convertible into or
exchangeable for other securities or property, the right to receive such
securities or property when such Securities are converted or exchanged in
accordance with the terms of such Securities, and such rights shall not be
impaired without the consent of such Holder.

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

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respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and such Holders shall continue as though no such
proceeding had been instituted.

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

SECTION 512. CONTROL BY HOLDERS OF SECURITIES.

(a) such direction shall not be in conflict with any rule
of law or with this Indenture or with the Securities of such series;

(b) the Trustee may take any other action deemed proper
by the Trustee that is not inconsistent with such direction;

(c) such direction is not unduly prejudicial to the
rights of other Holders of Securities of such series not joining in
such action; and

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SECTION 513. WAIVER OF PAST DEFAULTS.

(a) in the payment of the principal of or any premium or
interest on, or Additional Amounts in respect of, any Security of such
series; or

(b) in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series affected.

SECTION 514. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Security
or coupon by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant (other than the Company and the Trustee) in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
aggregate principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder of a Security or coupon for the enforcement
of the payment of the principal of or any premium or interest on, or Additional
Amounts in respect of, any Security, or the payment of any coupon, on or after
the Stated Maturity or Maturities expressed in such Security or coupon (or, in
the case of redemption, on or after the Redemption Date or, in the case of
repayment at the option of a Holder, on or after the date such repayment is
due) or interest on any overdue principal of any Security, or to any suit
instituted by any Holder of a Security for the enforcement of any right to
convert or exchange such Security into or for another security.

SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.

The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage

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of, any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

(a) Except during the continuance of an Event of Default,

(2) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions which by
any provisions hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to
the requirements of this Indenture.

(c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its
own negligent failure to act, or its own wilful misconduct, except
that

(1) this subsection shall not be construed to
limit the effect of subsection (a) of this Section;

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(3) the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith
in accordance with the direction of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of
any series relating to the time, method and place of
conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Securities
of such series; and

SECTION 602. NOTICE OF DEFAULTS.

Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit, in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act,
notice of such default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of or any premium or interest on, or
Additional Amounts in respect of, any Security of such series or in the payment
of any sinking fund installment with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders of Securities and
coupons of such series; and provided, further, that in the case of any default
of the character specified in Section 501(d) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof. For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

Except as otherwise provided in Section 601:

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believed by it to be genuine and to have been signed or presented by the proper
party or parties;

(e) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by or pursuant to this
Indenture at the request or direction of any of the Holders of
Securities of any series or any related coupons pursuant to this
Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such
request or direction;

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have actual knowledge thereof or (ii) the Trustee shall have received
written notice thereof in accordance with Section 105 from the Company
or any Holder.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES.

SECTION 605. MAY HOLD SECURITIES.

SECTION 606. MONEY HELD IN TRUST.

SECTION 607. COMPENSATION AND REIMBURSEMENT.

The Company agrees

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(c) to indemnify each of the Trustee and its agents for,
and to hold each of them harmless against, any loss, liability or
expense arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder or the performance of
its duties hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder, except to the
extent any such loss, liability or expense may be attributable to its
gross negligence or willful misconduct.

SECTION 608. DISQUALIFICATIONS; CONFLICTING INTERESTS.

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(b) The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof
to the Company. If the instrument of

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acceptance by a successor Trustee required by Section 611 shall not
have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

(d) If at any time:

(2) the Trustee shall cease to be eligible under
Section 609 and shall fail to resign after written request
therefor by the Company or by any such Holder of a Security,
or

then, in any such case, (i) the Company, by or pursuant to a Board
Resolution, may remove such Trustee with respect to all Securities as
to which it is Trustee or (ii) subject to Section 514, any Holder of a
Security who has been a bona fide Holder of a Security of any series
for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for
the removal of such Trustee with respect to all Securities of such
series and the appointment of a successor Trustee or Trustees.

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successor Trustee so appointed shall, forthwith upon its acceptance of
such appointment in accordance with the applicable requirements of
Section 611, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been so appointed
by the Company or the Holders of Securities and accepted appointment
in the manner required by Section 611, any Holder of a Security who
has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of
such series.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

(a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee
so appointed shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall
become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers,
trusts and duties hereunder of the retiring Trustee; but, on request
of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and
trusts hereunder of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder, subject nevertheless to its
lien, if any, provided for in Section 607.

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be vested in the retiring Trustee, and (3) shall add to or change any
of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees as co-trustees
of the same trust, that each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee and that no Trustee
shall be responsible for any notice given to, or received by, or any
act or failure to act on the part of any other Trustee hereunder; and
upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective
to the extent provided therein, such retiring Trustee shall with
respect to the Securities of that or those series to which the
appointment of such successor Trustee relates have no further
responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under
this Indenture other than as hereinafter expressly set forth, and each
such successor Trustee without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates;
but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor
Trustee, to the extent contemplated by such supplemental indenture,
the property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

(d) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article.

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

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SECTION 613. APPOINTMENT OF AUTHENTICATING AGENT.

Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

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Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent
herein. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation, including reimbursement of its reasonable
expenses for its services under this Section.

The provisions of Sections 308, 604 and 605 shall be applicable to
each Authenticating Agent.

This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

-----------------------------
as Trustee

By
--------------------------
as Authenticating Agent

By
--------------------------
Authorized Officer

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ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS OF REGISTERED SECURITIES.

The Company shall furnish or cause to be furnished to the Trustee:

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished for Securities for which the Trustee
acts as Security Registrar.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
HOLDERS.

The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.

Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Authenticating Agent nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders of Securities in
accordance with Section 312(c) of the Trust Indenture Act, regardless of the
source from which such information was derived, and that the Trustee shall not
be held accountable by reason of mailing any material pursuant to a request made
under Section 312(b) of the Trust Indenture Act.

SECTION 703. REPORTS BY TRUSTEE.

(a) Within 60 days after May 15 of each year commencing
with the first May 15 after the first issuance of Securities pursuant
to this Indenture, if required by Section 313(a) of the Trust Indenture
Act, the Trustee shall transmit a brief report dated as of such May 15
with respect to any of the events specified in said Section 313(a)
which

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may have occurred since the later of the immediately preceding May 15
and the date of this Indenture.

(b) The Trustee shall transmit the reports required by
Section 313(b) of the Trust Indenture Act at the times specified
therein.

(c) Reports pursuant to this Section shall be transmitted
in the manner and to the Persons required by Sections 313(c) and (d) of
the Trust Indenture Act.

SECTION 704. REPORTS BY COMPANY.

(a) The Company, pursuant to Section 314(a) of the Trust
Indenture Act, shall:

(i) file with the Trustee, within 15 days after the
Company is required to file the same with the Commission,
copies of the annual reports and of the information, documents,
and other reports (or copies of such portions of any of the
foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to
file with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended; or,
if the Company is not required to file information, documents
or reports pursuant to either of said Sections, then it shall
file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section
13 of the Securities Exchange Act of 1934, as amended, in
respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in
such rules and regulations;

(iii) transmit to the Holders of Securities within 30
days after the filing thereof with the Trustee, in the manner
and to the extent provided in Section 313(c) of the Trust
Indenture Act, such summaries of any information, documents and
reports required to be filed by the Company pursuant to
subsections (i) and (ii) of this Section 704(a) as may be
required by rules and regulations prescribed from time to time
by the Commission.

(b) The Company shall notify the Trustee when and as the
Securities of any series become admitted to trading on any national
securities exchange.

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ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 801. CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES AND
CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS.

The Company may consolidate with, merge with or into, or sell or convey
all or substantially all of its assets to, any other corporation, provided that
(a) (i) in the case of a merger, the Company is the surviving entity in such
merger, or (ii) in the case of a merger in which the Company is not the
surviving entity or in the case of a consolidation or a sale or conveyance of
assets, the corporation into which the Company is merged or the corporation
which is formed by such consolidation or which acquires by sale or conveyance
all or substantially all of the assets of the Company shall be a corporation
organized and existing under the laws of the United States of America or a State
thereof and such successor corporation shall expressly assume the due and
punctual payment of the principal of and any premium and interest on, and any
Additional Amounts payable pursuant to Section 1004 in respect of, all the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants of this Indenture and the Securities to be
performed or observed by the Company by a supplemental indenture in form
satisfactory to the Trustee, executed and delivered to the Trustee by such
corporation, and (b) the Company or such successor corporation, as the case may
be, shall not, immediately after such merger or consolidation, or such sale or
conveyance, be in default in the performance or observance of any such covenant.

SECTION 802. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

In case of any such merger in which the Company is not the surviving
entity or any such consolidation, sale or conveyance, and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part, and the predecessor
corporation, except in the event of a conveyance by way of lease, shall be
relieved of any further obligation under this Indenture and the Securities and
any coupons appertaining thereto. Such successor corporation thereupon may cause
to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Securities and coupons issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee, and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities and coupons which previously shall have been signed and delivered by
the officers of the Company to the Trustee for authentication, and any
Securities or coupons which such successor corporation thereafter shall cause to
be signed and delivered to the Trustee for that purpose. All the Securities and
coupons so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities and coupons theretofore or thereafter
issued in accordance with the terms of this Indenture as though all of such
Securities and coupons had been issued at the date of the execution hereof.

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SECTION 803. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

(a) to evidence the succession of another corporation to
the Company and the assumption by any such successor of the covenants
of the Company herein and in the Securities contained; or

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(f) to secure the Securities pursuant to the requirements
of Sections 801 or 1007, or otherwise; or

(g) to establish the form or terms of Securities of any
series and any related coupons as permitted by Sections 201 and 301; or

(1) the rights of Holders of Securities to
receive, from the trust funds described in paragraph (5)
hereof, (payment of the principal of (and premium, if any) and
any installment of the principal of (and premium, if any) and/
or interest on the Outstanding Securities of that series on the
Stated Maturity or Maturity of such principal or installment of
principal and/or interest and (ii) any mandatory sinking fund
payments or analogous payments or any Additional Amounts
applicable to Securities of such series on the day on which
such payments are due and payable in accordance with the terms
of this Indenture and of such Securities;

(2) the Company's obligations with respect to such
Securities under Sections 305, 306, 402, 1002 and 1003,

(3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder, and

(4) such other rights, if any, that are specified
in such supplemental indenture as surviving such payment and
discharge,

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provided that the following conditions shall have been satisfied:

(5) with reference to such provision, the
Company has irrevocably deposited or caused to be irrevocably
deposited (except as provided in Section 402(c)) with the
Trustee, a trust funds and/or obligations in trust,
specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of the Securities of that series,
(i) money in an amount, or (ii) Government Obligations which
through the payment of interest and principal in respect
thereof in accordance with their terms, without consideration
of an reinvestment thereof, will provide not later than one day
before the due date of any payment referred to in clause (A) or
(B) of this paragraph (5) money in an amount or (iii) a
combination thereof, sufficient, as expressed in a Certificate
of a Firm of Independent Public Accountants delivered to the
Trustee, to pay and discharge (A) the principal of (and
premium, if any) and any installment of the principal of (and
premium, if any) and/or interest on the Outstanding Securities
of that series due on the Stated Maturity or Maturity of such
principal or installment of principal and/or interest and (B)
any mandatory sinking fund payments or analogous payments or
any Additional Amounts applicable to Securities of such series
on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such
Securities;

(8) such provision would not cause the
Outstanding Securities of such series then listed on the New
York Stock Exchange to be delisted as a result thereof;

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the Securities of such series will not recognize income, gain or loss
for Federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to Federal income tax on the same
amount and in the same manner and at the same times, as would have been
the case if such deposit, defeasance and discharge had not occurred;

(13) such supplemental indenture shall contain a
provision substantially to the same effect as the last
paragraph of Section 1008 but relating to the Securities to be
discharged under the terms of such supplemental indenture; or

(l) subject to Section 902(b) and Section 907, to make any
change in Article Fifteen that would limit or terminate the benefits
available to any holder of Superior Indebtedness under such Article; or

(m) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to
matters or questions arising under this Indenture, provided such action
shall not adversely affect the interests of the Holders of Securities
of any series or any related coupons in any material respect.

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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pursuant to a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such
series and any related coupons under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

(a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security; or reduce the
principal amount thereof or the rate or amount of interest thereon or
any Additional Amounts payable in respect thereof, or any premium
payable upon the redemption thereof or otherwise, or change any
obligation of the Company to pay Additional Amounts pursuant to Section
1004 (except as contemplated by Section 801 and permitted by Section
901(a) and (d)), or reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon acceleration
of the Maturity thereof pursuant to Section 502 or the amount thereof
provable in bankruptcy pursuant to Section 504, or adversely affect any
right of repayment at the option of the Holder of any Security, or,
subject to the provisions of Section 1002, change any Place of Payment
where, or the coin or currency in which, the principal of any Security
or any premium or the interest thereon or any Additional Amounts with
respect thereto is payable, or impair the right to institute suit for
the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date
or, in the case of repayment at the option of the Holder, on or after
the date for repayment); or

(b) adversely affect any right to convert or exchange any
Security or modify any provisions of this Indenture relating to the
subordination of the Securities in a manner adverse to such Holder; or

(d) modify any of the provisions of this Section, Section
513 or Section 1007, except to increase the percentage in aggregate
principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for the actions specified herein
or therein, or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby; provided,
however, that this subsection shall not be deemed to require the
consent of any Holder of Securities or coupons with respect to changes
in the references to "the Trustee" and concomitant changes in this
Section and Section 1007, or the deletion of this proviso, in
accordance with the requirements of Section 901(h).

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A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
and of any coupons appertaining thereto shall be bound thereby.

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series.

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SECTION 907. EFFECT ON SUPERIOR INDEBTEDNESS.

No supplemental indenture shall adversely affect the rights of any
holder of Superior Indebtedness under Article Fifteen without the consent of
such holder.

ARTICLE TEN

COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL AND ANY PREMIUM, INTEREST AND
ADDITIONAL AMOUNTS.

The Company covenants and agrees for the benefit of the Holders of
Securities of each series that it will duly and punctually pay the principal of
and any premium and interest on, and any Additional Amounts payable in respect
of, the Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture. Any interest
due on and any Additional Amounts payable in respect of Bearer Securities on or
before the Maturity thereof, other than Additional Amounts, if any, payable as
provided in Section 1004 in respect of principal of or any premium on such a
Security, shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

The Company shall maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of that series may be surrendered for registration of transfer
or exchange and, if applicable to Securities of that series, for conversion or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served, and the Company
hereby initially appoints the Trustee at its Corporate Trust Office as its agent
to receive all such presentations, surrenders, notices and demands. If
Securities of a series are issuable as Bearer Securities, the Company shall
maintain, subject to any laws or regulations applicable thereto, an office or
agency in a Place of Payment for such series which is located outside the United
States where Securities of such series and any related coupons may be presented
and surrendered for payment (including payment of any Additional Amounts payable
on Securities of such series pursuant to Section 1004), where Securities of that
series may be surrendered for exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served; provided, however, that if the Securities of such series are listed
on The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company shall maintain a
Paying Agent for the Securities of such series in London, Luxembourg or any
other required city located outside the United States, as the case may be, so
long as the Securities of such series are listed on such

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exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of each such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office or the New York Facility of the Trustee, except that
Bearer Securities of that series and any related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Bearer Securities of that series pursuant to Section 1004) at the place
specified for the purpose pursuant to Section 301.

Except as otherwise provided in the form of Bearer Security of any
particular series pursuant to the provisions of this Indenture, no payment of
principal, or any premium or interest on or Additional Amounts in respect of
Bearer Securities shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States;
provided, however, that payment of principal of and any premium or interest
(including Additional Amounts payable in respect thereof) on any Bearer Security
may be made in Dollars at the Corporate Trust Office of the Trustee if (but only
if) payment in Dollars of the full amount of such principal, premium, interest
or Additional Amounts, as the case may be, at all offices or agencies outside
the United States maintained for such purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all of such purposes, and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth above for
Securities of any series for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency. Unless otherwise set
forth in, or pursuant to, a Board Resolution or any indenture supplemental
hereto with respect to a series of Securities issuable as Registered Securities,
the Company hereby designates as the Place of Payment for each series of
Securities issuable as Registered Securities the Borough of Manhattan, The City
of New York, and initially appoints the Trustee at its Corporate Trust Office as
Paying Agent and as its agent to receive all such presentations, surrenders,
notices and demands.

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, on or before each due date of the
principal of and any premium or interest on or Additional Amounts with respect
to any of the Securities of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
and any premium, interest or Additional Amounts so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee of its action or failure so to act.

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Whenever the Company shall have one or more Paying Agents for any
series of Securities, it shall, on or prior to each due date of the principal of
and any premium or interest on or any Additional Amounts with respect to any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay
the principal and any premium, interest or Additional Amounts so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal, premium, interest or Additional Amounts, and (unless such Paying
Agent is the Trustee) the Company shall promptly notify the Trustee of its
action or failure so to act.

(b) give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of that series) in the
making of any payment of the principal of, any premium or interest on
or Additional Amounts with respect to Securities of that series; and

(c) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the
satisfaction, discharge or defeasance of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee
all sums held in trust by the Company or such Paying Agent, such sums to be held
by the Trustee upon the same trusts as those upon which such sums were held by
the Company or such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

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shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in an Authorized Newspaper in each Place of
Payment for such series or to be mailed to Holders of Registered Securities of
such series, or both, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication or mailing, any unclaimed balance of such money then remaining
will be repaid to the Company.

SECTION 1004. ADDITIONAL AMOUNTS.

If the Securities of a series provide for the payment of Additional
Amounts to the Holders of such Securities, then the Company shall pay to each
Holder of such Securities or any coupon appertaining thereto the Additional
Amounts as provided therein. Whenever there is mentioned in this Indenture, in
any context, the payment of the principal of or any premium or interest on, or
in respect of, any Security of any series or payment of any related coupon or
the net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for by the terms of such series pursuant hereto to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof pursuant to such terms and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

Except as otherwise provided in or pursuant to this Indenture, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to such series of
Securities (or if the Securities of such series shall not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee or the Company, with an Officers' Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of principal
of and any premium or interest on the Securities of such series shall be made to
Holders of Securities of such series or any related coupons who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of such series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities or coupons and the Company shall pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of
such Securities. The Company covenants to indemnify the Trustee and any Paying
Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

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SECTION 1005. STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN
DEFAULTS.

SECTION 1006. CORPORATE EXISTENCE.

Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and its rights (charter and statutory) and franchises, provided,
however, that the Company shall not be required to preserve any such right or
franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders of
Securities or coupons.

SECTION 1007. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with the
covenant set forth in Section 1006 and any covenant or condition not currently
included in this Indenture but specified as applicable to a series of Securities
as contemplated by Section 301, with respect to the Securities of any series if
before or after the time for such compliance the Holders of a majority in
aggregate principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect any such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.

SECTION 1008. DEFEASANCE OF CERTAIN OBLIGATIONS.

If this Section 1008 is specified, as contemplated by Section 301, to
be applicable to Securities of any series, the Company may omit to comply with
any term, provision or condition set forth in Section 1006 and any additional
covenants not currently included in this Indenture specified as applicable to
the Securities of such series as contemplated by Section 301, if

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(a) with reference to this Section 1008, the Company has
irrevocably deposited or caused to be irrevocably deposited (except as
provided in Section 402) with the Trustee, as trust funds and/or
obligations in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities of
that series, (i) money in an amount, or (ii) Government Obligations
which through the payment of interest and principal in respect thereof
in accordance with their terms, without consideration of any
reinvestment thereof, will provide not later than one day before the
due date of any payment referred to in clause (A) or (B) of this
subsection (a) money in an amount, or (iii) a combination thereof,
sufficient, as expressed in a Certificate of a Firm of Independent
Public Accountants delivered to the Trustee, to pay and discharge (A)
the principal of (and premium, if any) and any installment of the
principal of (and premium, if any) and/or interest on the Outstanding
Securities of that series due on the Stated Maturity or Maturity of
such principal or installment of principal and/or interest and (B) any
mandatory sinking fund payments or analogous payments or any Additional
Amounts applicable to Securities of such series on the day on which
such payments are due and payable in accordance with the terms of this
Indenture and of such Securities;

(b) such deposit shall not cause the Trustee with respect
to the Securities of that series to have a conflicting interest for
purposes of the Trust Indenture Act with respect to the Securities of
any series;

(d) such deposit would not cause the Outstanding
Securities of such series then listed on the New York Stock Exchange
to be delisted as a result thereof;

(f) the Company has delivered to the Trustee an Opinion of
Counsel to the effect that Holders of the Securities of such series
will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit and defeasance of certain obligations and
will be subject to Federal income tax on the same amount and in the
same manner and at the same times, as would have been the case if such
deposit and defeasance had not occurred;

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(h) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated
by this Section have been complied with.

In the event that, subsequent to the date a defeasance is effected
pursuant to this Section 1008 with respect to Securities of any series,
Additional Amounts in excess of those established as of the date such defeasance
is effected become payable in respect of such Securities, in order to preserve
the benefits of the defeasance established hereunder with respect to such
series, the Company shall irrevocably deposit or cause to be irrevocably
deposited in accordance with the provisions of subsection (a) of this Section
1008, within ten Business Days prior to the earlier to occur of (i) one year
after the existence of such excess Additional Amounts is established and (ii)
the date the first payment in respect of any portion of such excess Additional
Amounts becomes due, such additional funds as are necessary to satisfy the
provisions of such subsection (a) as if a defeasance were being effected as of
the date of such subsequent deposit. For purposes of this paragraph, the
existence of excess Additional Amounts shall be deemed to have been established
as of the date the governmental authority imposing the tax, duty, assessment or
other governmental charge resulting in the Additional Amounts first publishes
the legislation, regulation or other enactment adopting such tax, duty,
assessment or other governmental charge. Failure to comply with the requirements
of this paragraph shall result in the termination of the benefits of the
defeasance established by this Section 1009 with respect to the Securities of
such series.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the option of
the Company of Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series to be redeemed. In the case
of any redemption of Securities (i) prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, or (ii) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities, the Company shall furnish
the Trustee with an Officers' Certificate evidencing compliance with such
restriction or condition.

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SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

If less than all the Securities of any series with the same terms are
to be redeemed, the particular Securities to be redeemed shall be selected by
the Trustee not more than 60 days prior to the Redemption Date, from the
Outstanding Securities of such series having such terms not previously called
for redemption, by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Registered Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series.

For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

SECTION 1104. NOTICE OF REDEMPTION.

Notice of redemption shall be given in the manner provided in Section
106, not less than 30 nor more than 60 days prior to the Redemption Date, unless
a shorter period is specified in the Securities to be redeemed, to each Holder
of Securities to be redeemed. Failure to give such notice by mailing in the
manner therein provided to the Holder of any Registered Security designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other such Security or portion thereof.

Any notice that is given in the manner provided in Section 106 shall be
conclusively presumed to have been duly given, whether or not the Holder of
Securities receives the notice.

All notices of redemption shall state, to the extent applicable:

(a) the Redemption Date;

(b) the Redemption Price and accrued interest, if any;

(d) in case any Registered Security is to be redeemed in
part only, the notice which relates to such Security shall state that
on and after the Redemption Date, upon

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surrender of such Security, the Holder of such Security will receive,
without charge, a new Registered Security or Registered Securities of
authorized denominations for the principal amount thereof remaining
unredeemed;

(f) that a Holder of Securities who desires to convert or
exchange Securities called for redemption must satisfy the requirements
for conversion or exchange contained in such Securities, the then
existing conversion or exchange price or rate, and the date and time
when the option to convert or exchange shall expire;

(g) the place or places where such Securities, together
in the case of Bearer Securities with all coupons appertaining
thereto, if any, maturing after the Redemption Date, are to be
surrendered for payment of the Redemption Price and any accrued
interest and Additional Amounts pertaining thereto;

(h) that the redemption is for a sinking fund, if such is
the case;

(i) that, unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for redemption
must be accompanied by all coupons maturing subsequent to the date
fixed for redemption or the amount of any such missing coupon or
coupons will be deducted from the Redemption Price, unless security
or indemnity satisfactory to the Company, the Trustee and any Paying
Agent is furnished;

(k) the CUSIP number or the Euroclear or the Cedel
reference numbers (or any other numbers used by a Depository to
identify such Securities), if any, of the Securities to be redeemed.

A notice of redemption published as contemplated by Section 106 need
not identify particular Registered Securities to be redeemed.

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SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent except in the case of a sinking fund payment under Article Twelve,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay on the Redemption Date the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) any accrued interest on
and Additional Amounts in respect of, all the Securities or portions thereof
which are to be redeemed on that date.

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

If notice of redemption has been given as provided in Section 1104, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with any
accrued interest (and any Additional Amounts) to the Redemption Date; provided,
however, that installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of coupons for such interest (at an office or agency
located outside the United States except as otherwise provided in Section 1002),
and provided, further, that, except as otherwise provided with respect to
Securities convertible into, or exchangeable for, Common Stock, Preferred Stock,
Debt Warrants, Common Stock Warrants, Preferred Stock Warrants or other
Securities or securities, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Regular Record Dates
or Special Record Dates, as the case may be, according to their terms and the
provisions of Section 307.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that any interest (and any Additional Amounts) represented by coupons
shall be payable only upon presentation and surrender of those coupons at an
office or agency for such Security located outside of the United States except
as otherwise provided in Section 1002.

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If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal, any premium, and, to the extent
permitted by applicable law, the interest required to be paid thereon shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

SECTION 1107. SECURITIES REDEEMED IN PART.

Any Registered Security which is to be redeemed only in part shall be
surrendered at any office or agency of the Company maintained for that purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Registered Security or Registered Securities of the same series containing
identical terms and provisions, of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered. If a
Security in global form is so surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the U.S. Depository or other
Depository for such Security in global form as shall be specified in the Company
Order with respect thereto to the Trustee, without service charge, a new
Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE.

The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of such series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

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SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of a series required to be made pursuant
to the terms of such Securities (i) deliver Outstanding Securities of such
series (other than any of such Securities previously called for redemption)
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto, and (ii) apply as a credit Securities of such
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, as provided for
by the terms of such Securities; provided that such Securities so delivered or
applied as a credit have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the applicable
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

Not less than 60 days prior to each sinking fund payment date for any
series of Securities (or such shorter notice as the Trustee may approve), the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to
Section 1202, the basis for any such crediting, and the optional amount, if any,
to be added in cash to the next ensuing mandatory sinking fund payment, and will
also deliver to the Trustee any Securities to be so credited and not theretofore
delivered. If such Officers' Certificate shall specify an optional amount to be
added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. Not less than
30 days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301. APPLICABILITY OF ARTICLE.

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Section 309, shall not operate as a payment, redemption or satisfaction of the
indebtedness represented by such Securities unless and until the Company, at its
option, shall deliver or surrender the same to the Trustee with a directive that
such Securities be canceled. Notwithstanding anything to the contrary contained
in this Article Thirteen, in connection with any repayment of Securities, the
Company may arrange for the purchase of any Securities by an agreement with one
or more investment bankers or other purchasers to purchase such Securities by
paying to the Holders of such Securities on or before the close of business on
the repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

ARTICLE FOURTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1401. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

SECTION 1402. CALL, NOTICE AND PLACE OF MEETINGS.

(a) The Trustee may at any time call a meeting of Holders
of Securities of any series for any purpose specified in Section 1401,
to be held at such time and at such place in London or in such other
place outside the United States as the Trustee shall determine. Notice
of every meeting of Holders of Securities of any series, setting forth
the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior
to the date fixed for the meeting.

(b) In case at any time the Company, by or pursuant to a
Board Resolution, or the Holders of at least 10% in aggregate principal
amount of the Outstanding Securities of any series shall have requested
the Trustee to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 1401, by written request
setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 21 days after receipt of such
request or shall not thereafter proceed to cause the meeting to be held
as provided herein, then the Company or the Holders of Securities of
such series in the amount above specified, as the case may be, may
determine the

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time and the place in London for such meeting and may call such meeting
for such purposes by giving notice thereof as provided in subsection
(a) of this Section.

SECTION 1403. PERSONS ENTITLED TO VOTE AT MEETINGS.

To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (i) a Holder of one or more Outstanding Securities of
such series, or (ii) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 1404. QUORUM; ACTION.

The Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series; provided, however, that if any
action is to be taken at such meeting with respect to any request, demand,
direction, notice, consent, waiver or other action which this Indenture or which
the supplemental indenture, Board Resolution or other instrument authorizing
such series of Securities expressly provides may be made, given or taken by the
Holders of a specified percentage in aggregate principal amount of the
Outstanding Securities of a series that is less or greater than a majority, then
with respect to such action (and only such action), the Persons entitled to vote
such lesser or greater percentage in aggregate principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1402(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum with respect to each action to be considered at such
meeting.

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series of Securities expressly provides may be made, given or taken by the
Holders of a specified percentage, that is less or greater than a majority, in
aggregate principal amount of the Outstanding Securities of a series may be
adopted at a meeting duly convened or an adjourned meeting duly reconvened and
at which a quorum is present by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of that
series.

Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

SECTION 1405. DETERMINATION OF VOTING RIGHTS; CONDUCT AND
ADJOURNMENT OF MEETINGS.

(a) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Holders of Securities of any series
in regard to proof of the holding of Securities of such series and of
the appointment of proxies and in regard to the appointment and duties
of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner
specified in Section 104 and the appointment of any proxy shall be
proved in the manner specified in Section 104 or by having the
signature of the person executing the proxy witnessed or guaranteed by
any trust company, bank or banker authorized by Section 104 to certify
to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 104
or other proof.

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meeting shall have no right to vote, except as a Holder of a Security
of such series or proxy.

SECTION 1406. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1402 and, if
applicable, Section 1404. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

ARTICLE FIFTEEN

SUBORDINATION OF SECURITIES

SECTION 1501. SECURITIES AND COUPONS SUBORDINATED TO SUPERIOR
INDEBTEDNESS.

The Company, for itself, its successors and assigns, covenants and
agrees, and each Holder of Securities and coupons, by his acceptance thereof,
likewise covenants and agrees, that the indebtedness represented by the
Securities and coupons and the payment of the principal of and any premium and
interest on and Additional Amounts in respect of each and all of the Securities
and coupons is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of all
Superior Indebtedness.

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SECTION 1502. DISTRIBUTION ON DISSOLUTION, LIQUIDATION OR
REORGANIZATION; DEFAULT.

Anything in this Indenture or in the Securities of any series or
coupons to the contrary notwithstanding, the indebtedness evidenced by the
Securities and coupons and the payment of the principal of and any premium and
interest on and Additional Amounts in respect of each and all of the Securities
and coupons shall be subordinate and junior in right of payment, to the extent
and in the manner hereinafter set forth, to all Superior Indebtedness:

(a) In the event of any distribution, division or
application, partial or complete, voluntary or involuntary, by
operation of law or otherwise, of all or any part of the assets of the
Company, or the proceeds thereof, to creditors of the Company or upon
any indebtedness of the Company, occurring by reason of the
liquidation, dissolution or other winding up of the Company, or by
reason of any execution, sale, receivership, insolvency or bankruptcy
proceedings, or proceedings for reorganization, or readjustment of the
Company or its properties (subject to the power of a court of
competent jurisdiction to make other equitable provision reflecting
the rights conferred in this Indenture upon the Superior Indebtedness
and the holders thereof with respect to the Securities and coupons and
the Holders thereof by a lawful plan of reorganization under
applicable bankruptcy law), then in any such event the holders of any
and all Superior Indebtedness shall be preferred in the payment of
their claims over the indebtedness evidenced by the Securities and
coupons, and such Superior Indebtedness (including, without
limitation, any interest thereon accruing after the commencement of
any such proceeding) shall be first paid and satisfied in full before
any payment or distribution of any kind or character, either in cash,
property or securities, shall be made upon any of the Securities or
coupons;

(b) In the event that the principal of the Securities of
any series (or in the case of Original Issue Discount Securities, the
portion of the principal amount thereof referred to in Section 502) is
declared due and payable before its Stated Maturity because of the
occurrence of an Event of Default hereunder with respect to such series
(under circumstances when the provisions of the foregoing subsection
(a) or the following subsection (c) shall not be applicable), the
holders of Superior Indebtedness outstanding at the time the principal
of such Securities (or in the case of Original Issue Discount
Securities, such portion of the principal amount) so becomes due and
payable because of such occurrence of an Event of Default hereunder
shall, so long as such declaration has not been rescinded and annulled
pursuant to Section 502, be entitled to declare immediately due and
payable on demand all or any part of such Superior Indebtedness owing
and payable to such holders, regardless of any other maturities or
terms of such Superior Indebtedness, and in the event such Superior
Indebtedness shall be declared so immediately due and payable, all the
principal thereof, and any premium, interest and other amounts due
thereon shall first be paid in cash before any payment, directly or
indirectly, is made on account of the principal of or any premium or
interest on or Additional Amounts in respect of the indebtedness
evidenced by the Securities and coupons of such series; provided, that
nothing herein shall prevent the Holders of

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the Securities and coupons of such series from seeking any remedy
allowed at law or in equity so long as any judgment or decree obtained
thereby makes provision for enforcing this subsection; and

(c) In the event that there shall be any default in
payment of the principal of or any premium or interest on, or other
amount payable with respect to, any Superior Indebtedness or in the
event that any Superior Indebtedness is declared due and payable
before its stated maturity because of the occurrence of an event of
default under the terms of such Superior Indebtedness, the Holders of
the Securities and coupons and the Trustee for their benefit shall not
be entitled to receive any payment on account of principal or any
premium or interest or any Additional Amounts on or with respect to
the Securities or any coupons appertaining thereto unless payment in
full of all principal of, and any premium and interest on, and all
other amounts payable with respect to, such Superior Indebtedness
shall have been paid in cash or provided for or, in the case of a
declaration of acceleration, such declaration shall have been
rescinded and annulled pursuant to the provisions of such Superior
Indebtedness. The Trustee, forthwith upon receipt of any notice
received by it from the Company or a holder or holders of Superior
Indebtedness or from a Representative thereof of any such default in
payment or declaration, shall promptly give notice thereof to each
Holder of any Security or coupon at the time Outstanding in the manner
and to the extent provided in Section 313(c) of the Trust Indenture
Act.

SECTION 1503. DISTRIBUTIONS MUST BE PAID OVER.

If, despite the provisions of Section 1502, any payment or distribution
shall be paid or delivered to any Holder of the Securities or coupons or to the
Trustee for their benefit before all Superior Indebtedness shall have been paid
in full, or provision shall have been made therefor, such payment or
distribution shall be held in trust for and paid and delivered to the holders of
Superior Indebtedness (or their Representatives) until all Superior Indebtedness
shall have been paid in full.

SECTION 1504. SUBROGATION.

Subject to the payment in full of all Superior Indebtedness, the
Holders of the Securities and coupons shall be subrogated to the rights of the
holders of Superior Indebtedness to receive payments or distributions of cash,
property or securities of the Company applicable to Superior Indebtedness until
the principal of and any premium, interest and Additional Amounts in respect of
the Securities and coupons shall be paid in full and no such payments or
distributions to the holders of the Superior Indebtedness of cash, property or
securities by virtue of this Article which otherwise would have been made to the
Holders of the Securities or coupons shall, as between the Company, its
creditors other than the holders of Superior Indebtedness, and the Holders of
the Securities or coupons, be deemed to be a payment by the Company to or on
account of the Superior Indebtedness.

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SECTION 1505. RELATIVE RIGHTS.

The provisions of this Article are intended solely for the purpose of
defining the relative rights of the Holders of the Securities and coupons, on
the one hand, and the holders of Superior Indebtedness, on the other hand.
Nothing contained in this Article or elsewhere in this Indenture or in the
Securities or coupons of any series of Securities is intended to or shall:

(a) impair, as between the Company, its creditors other
than the holders of Superior Indebtedness, and the Holders of the
Securities and coupons, the obligation of the Company, which is
unconditional and absolute, to pay to the Holders of the Securities
and coupons the principal of and any premium and interest on and
Additional Amount in respect of the Securities and coupons as and
when the same shall become due and payable in accordance with their
terms;

(b) affect the relative rights of the Holders of the
Securities and coupons and creditors of the Company other than the
holders of Superior Indebtedness; or

(c) prevent the Trustee or the Holder of any Securities or
coupons from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Superior Indebtedness in respect
of cash, property or securities of the Company received upon the
exercise of any such remedy.

SECTION 1506. PAYMENTS ON SECURITIES OR COUPONS PERMITTED.

Nothing contained in this Indenture or in any of the Securities of any
series or coupons shall (a) affect the obligation of the Company to make, or
prevent the Company from making, at any time except as provided in Section 1502,
payments of principal of and any premium or interest on or Additional Amounts in
respect of the Securities or coupons or (b) prevent the application by the
Trustee of any moneys deposited with it hereunder to the payment of or on
account of the principal of and any premium or interest on or Additional Amounts
in respect of the Securities or coupons, unless the Trustee shall have received,
in the manner prescribed in Section 1508, written notice of any event
prohibiting the making of such payment at least two Business Days prior to the
date fixed for such payment.

SECTION 1507. AUTHORIZATION OF HOLDERS TO TRUSTEE TO EFFECT
SUBORDINATION.

Each Holder of Securities or coupons by his acceptance thereof
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article and appoints the Trustee his attorney-in-fact for any and all such
purposes.

If the Trustee or any Holder of Securities or coupons does not file a
proper claim or proof of debt in the form required in any proceeding referred to
in Section 1502 prior to 30 days before the expiration of the time to file such
claim in such proceeding, then the holder

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of any Superior Indebtedness or its Representative is hereby authorized, and has
the right, to file an appropriate claim or claims for or on behalf of such
Holder of Securities or coupons.

SECTION 1508. NOTICES TO TRUSTEE.

Notwithstanding the provisions of this Article or any other provisions
of this Indenture, neither the Trustee nor any Paying Agent (other than the
Company) shall be charged with knowledge of the existence of any Superior
Indebtedness or of any event which would prohibit the making of any payment of
moneys to or by the Trustee or such Paying Agent or which would end such
prohibition, unless and until a Responsible Officer of the Trustee assigned to
its Corporate Trustee Administration Department or such Paying Agent shall have
received written notice thereof from the Company or from a holder or holders of
any Superior Indebtedness or from the Representative for any such holder;
provided, however, that if the Trustee or Paying Agent shall not have received
with respect to such moneys at least two Business Days prior to the date upon
which by the terms hereof any such moneys may become payable for any purpose
(including, without limitation, the payment of the principal of or any premium
or interest on or Additional Amounts in respect of any Security or coupon) the
notice provided for in this Section, then, anything herein contained to the
contrary notwithstanding, the Trustee or Paying Agent shall have full power and
authority to receive such moneys and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary
which may be received by it within two Business Days prior to such date.

Any notice required or permitted to be given to the Trustee by the
Company, a holder of Superior Indebtedness or any Representative pursuant to
this Article shall be in writing and shall be sufficient for every purpose
hereunder if in writing and either (a) sent via facsimile to the Trustee to a
facsimile number provided by the Trustee, the receipt of which shall be
confirmed via telephone, or (b) mailed, first class postage prepaid, or sent by
overnight carrier, to the Trustee addressed to it, attention of its Corporate
Trustee Administration Department, at the address of its principal corporate
trust office specified in the first paragraph of this Indenture or at any other
address furnished in writing to the Company, such holder of Superior
Indebtedness, or such Representative.

SECTION 1509. TRUSTEE ENTITLED TO RELY.

The Trustee and any Paying Agent shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself to be a
holder of Superior Indebtedness (or a Representative on behalf of such holder)
to establish that a notice referred to in Section 1502(c), 1506 or 1508 has been
given by a holder of Superior Indebtedness or a Representative on behalf of any
such holder. Upon any payment or distribution pursuant to this Article, the
Trustee and the Holders shall be entitled to rely (a) upon any order or decree
of a court of competent jurisdiction in which any proceedings of the nature
referred to in Section 1502 are pending, (b) upon a certificate of the
liquidating trustee or agent or other Person making such payment or distribution
to the Trustee or to such Holders or (c) upon the holders of Superior
Indebtedness and their Representatives for the purpose of ascertaining the
Persons entitled to

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participate in such payment or distribution, the holders of the Superior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article. In the event that the Trustee
determines, in good faith, that further evidence is required with respect to the
right of any Person as a holder of Superior Indebtedness to participate in any
payment or distribution pursuant to this Article, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Superior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

SECTION 1510. TRUSTEE AS HOLDER OF SUPERIOR INDEBTEDNESS.

The Trustee shall be entitled to all the rights set forth in this
Article in respect of any Superior Indebtedness at any time held by it to the
same extent as any other holder of Superior Indebtedness and nothing in this
Indenture shall be construed to deprive the Trustee of any of its rights as such
holder.

SECTION 1511. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SUPERIOR
INDEBTEDNESS.

The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Superior Indebtedness and shall not be liable to any such holders if
it shall mistakenly pay over or distribute to Holders of Securities or coupons
or the Company or any other Person, money or assets to which any holders of
Superior Indebtedness shall be entitled by virtue of this Article or otherwise.

SECTION 1512. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

Whenever a distribution is to be made or a notice given to holders of
Superior Indebtedness, the distribution may be made or the notice given to their
Representative (if any).

SECTION 1513. TRUST MONEYS NOT SUBORDINATED.

Notwithstanding anything contained herein to the contrary, payments
from money or the proceeds of Government Obligations held in trust under Section
402 or 1008 or under a supplemental indenture containing the provisions
described in Section 901(i) by the Trustee for the payment of principal of, and
premium, if any, and interest on, the Securities shall not be subordinated to
the prior payment of any Superior Indebtedness or subject to the restrictions
set forth in this Article, and none of the Holders thereof shall be obligated to
pay over any such amount to the Company or any holder of Superior Indebtedness
or any other creditor of the Company.

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SECTION 1514. MODIFICATION OF TERMS OF SUPERIOR INDEBTEDNESS.

Any renewal or extension of the time of payment of any Superior
Indebtedness or the exercise by the holders of Superior Indebtedness of any of
their rights under any instrument creating or evidencing Superior Indebtedness,
including without limitation the waiver of default thereunder, may be made or
done all without notice to or assent from the Holders of the Securities of any
series, the coupons appertaining thereto or the Trustee.

No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of any Superior Indebtedness, or of
any of the terms, covenants or conditions of any indenture or other instrument
under which any Superior Indebtedness is outstanding, or the release of any
security for the payment of any Superior Indebtedness, whether or not such
action is in accordance with the provisions of any applicable document, shall in
any way alter or affect any of the provisions of this Article or of the
Securities or coupons of any series relating to the subordination thereof.

No right of any holder of Superior Indebtedness to enforce the
subordination of the indebtedness evidenced by the Securities and coupons shall
be impaired by any act or failure to act by the Company or by its failure to
comply with this Indenture.

SECTION 1515. RELIANCE BY HOLDERS OF INDEBTEDNESS ON SUBORDINATION
PROVISIONS.

Each Holder by accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Superior Indebtedness, whether such
Superior Indebtedness was created or acquired before or after the issuance of
the Securities, to acquire and continue to hold, or to continue to hold, such
Superior Indebtedness and such holder of Superior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Superior Indebtedness.

ARTICLE SIXTEEN

MISCELLANEOUS PROVISIONS

SECTION 1601. SECURITIES IN FOREIGN CURRENCIES.

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Registered Securities of such series (if any) for such distribution (or, if
there shall be no applicable record date, such other date reasonably proximate
to the date of such distribution) as the Company may specify in a written notice
to the Trustee or, in the absence of such written notice, as the Trustee may
determine.

SECTION 1602. CONVERSION OR EXCHANGE OF SECURITIES.

The Company may issue Securities that are convertible into or
exchangeable for, Common Stock, Common Stock Warrants, Preferred Stock,
Preferred Stock Warrants, Debt Warrants or other Securities or securities, in
which case all terms and conditions relating to such conversion or exchange
shall be as provided in or pursuant to an appropriate Board Resolution or in any
indenture supplemental hereto or as otherwise contemplated by Section 301.

SECTION 1603. NO RECOURSE AGAINST OTHERS.

An incorporator or any past, present or future director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder shall waive and release all such
liability. Such waiver and release shall be part of the consideration for the
issuance of the Securities.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

AMERICAN GENERAL CORPORATION

[CORPORATE SEAL]

By ________________________

Attest:

By: ________________________
________________________

CHEMICAL BANK

[CORPORATE SEAL]

By ________________________
________________________

Attest:

________________________

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<PAGE> 99

STATE OF TEXAS: Section

Section

COUNTY OF HARRIS: Section

On the _____ day of_____, 1995, before me personally came
___________________, to me known, who, being by me duly sworn, did depose and
say that he is _________________________ of AMERICAN GENERAL CORPORATION, one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
_____________________________
Notary Public

STATE OF TEXAS: Section

Section

COUNTY OF HARRIS: Section

On the _____ day of _____, 1995, before me personally came
____________________________, to me known, who, being by me duly sworn, did
depose and say that he is _____________________________ of AMERICAN GENERAL
CORPORATION, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
____________________________
Notary Public

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STATE OF NEW YORK: Section

Section

COUNTY OF NEW YORK: Section

On the _____ day of _____, 1995, before me personally came
______________________, to me known, who, being by me duly sworn, did depose
and say that he resides at __________________,; that he is a
_______________________ of Chemical Bank, one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

Notary Public

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<PAGE> 1

EXHIBIT 4(C)

================================================================================

AMERICAN GENERAL CORPORATION

CHEMICAL BANK

TRUSTEE

____________________________________

INDENTURE
____________________________________

DATED AS OF MAY 15, 1995

(JUNIOR SUBORDINATED DEBT SECURITIES)

================================================================================
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
American General Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
American General Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
American General Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
American General Delaware . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
American General LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
American General LLCs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
American General Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Authorized Newspaper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Capitalized Lease Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Certificate of a Firm of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . 4
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Company Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Company Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Designated Senior Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
LLC Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>

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<TABLE>
<S> <C>
LLC Common Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Managing Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
mandatory sinking fund payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
optional sinking fund payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Payment Blockage Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Predecessor Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Proceeding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Securities Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Security Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Security Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Senior NonMonetary Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Senior Payment Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Special Event Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Special Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Written Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 102. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 103. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 104. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 105. Notices, etc., to Trustee and Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 106. Notice to Holders of Securities; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 107. Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 108. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 109. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 110. Separability and Saving Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>

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<TABLE>
<S> <C> <C>
SECTION 111. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 112. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 113. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 202. Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 203. Securities in Global Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 302. Currency; Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 303. Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 304. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 305. Registration, Registration of Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . 26
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 307. Payment of Interest; Rights Preserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 309. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 310. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 402. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 502. Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . 37
SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 505. Trustee May Enforce Claims without Possession of Securities . . . . . . . . . . . . . . . . . 39
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SECTION 506. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 508. Unconditional Right of Holders to Receive Principal, any Premium and Interest . . . . . . . . 40
SECTION 509. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 512. Control by Holders of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 514. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 515. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 516. Special Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 602. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 603. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 604. Not Responsible for Recitals, Issuance of Securities or for Preferred Securities . . . . . . . 46
SECTION 605. May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 606. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 607. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 608. Disqualifications; Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 609. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 610. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 611. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 612. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . 51
SECTION 613. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders of Securities . . . . . . . . . . . 54
SECTION 702. Preservation of Information; Communications to Holders . . . . . . . . . . . . . . . . . . . . 54
SECTION 703. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 704. Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
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ARTICLE EIGHT

CONSOLIDATION, MERGER, OR CONVEYANCE

SECTION 801. Consolidations and Mergers of Company and Conveyances Permitted Subject to Certain Conditions . 56
SECTION 802. Rights and Duties of Successor Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 803. Officers' Certificate and Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 902. Supplemental Indentures with Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 903. General Provisions Regarding Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . 62
SECTION 904. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 905. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 906. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 907. Reference in Securities to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . 63

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, any Premium and Interest . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 1003. Money for Securities Payments to be Held in Trust . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 1004. Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 1005. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 1006. Limitations on Dividends and Certain Other Payments . . . . . . . . . . . . . . . . . . . . . 66
SECTION 1007. Certain Covenants Regarding the American General LLCs . . . . . . . . . . . . . . . . . . . . 67
SECTION 1008. Statement as to Compliance; Certain Notices . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 1009. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 1010. Defeasance of Certain Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 1102. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 1103. Selection by Trustee of Securities to be Redeemed . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 1104. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 1105. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
</TABLE>

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SECTION 1106. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 1107. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 1108. Permitted Variations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities . . . . . . . . . . . . . . . . . . . . 75
SECTION 1203. Redemption of Securities for Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 75

ARTICLE THIRTEEN

SUBORDINATION

SECTION 1301. Securities Subordinate to Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 1302. Payment of Proceeds Upon Dissolution, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 1303. No Payment When Senior Indebtedness in Default . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 1304. Payment Permitted If No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 1305. Subrogation To Rights of Holders of Senior Indebtedness . . . . . . . . . . . . . . . . . . . 79
SECTION 1306. Provisions Solely To Define Relative Rights . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 1307. Trustee To Effectuate Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 1308. No Waiver of Subordination Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 1309. Trust Moneys Not Subordinated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
SECTION 1310. Notice To Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
SECTION 1311. Reliance On Judicial Order or Certificate of Liquidating Agent . . . . . . . . . . . . . . . . 82
SECTION 1312. Trustee Not Fiduciary For Holders of Senior Indebtedness . . . . . . . . . . . . . . . . . . . 82
SECTION 1313. Rights of Trustee As Holder of Senior Indebtedness; Preservation Of Trustee's Rights . . . . . 82
SECTION 1314. Article Applicable To Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 1315. Reliance by Holders of Senior Indebtedness on Subordination Provisions . . . . . . . . . . . . 83

ARTICLE FOURTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1401. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 1402. Call, Notice and Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 1403. Persons Entitled to Vote at Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 1404. Quorum; Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
SECTION 1405. Determination of Voting Rights; Conduct and Adjournment of Meetings . . . . . . . . . . . . . 85
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SECTION 1406. Counting Votes and Recording Action of Meetings . . . . . . . . . . . . . . . . . . . . . . . 86

ARTICLE FIFTEEN

MISCELLANEOUS PROVISIONS

SECTION 1501. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
SECTION 1502. Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
SECTION 1503. Assignment; Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
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INDENTURE, dated as of May 15, 1995, between AMERICAN GENERAL
CORPORATION, a Texas corporation (hereinafter called the "Company"), having its
principal office at 2929 Allen Parkway, Houston, Texas 77019, and CHEMICAL
BANK, a New York corporation having its principal corporate trust office at 450
West 33rd St., New York, New York 10001, as Trustee (hereinafter called the
"Trustee").

RECITALS OF THE COMPANY

The Company deems it necessary to issue from time to time for its
lawful purposes debt securities (hereinafter called the "Securities")
evidencing its unsecured and subordinated indebtedness and has duly authorized
the execution and delivery of this Indenture to provide for the issuance of the
Securities, unlimited as to principal amount, to bear such rates of interest,
if any, to mature at such time or times, to be issued in one or more series and
to have such other provisions as shall be fixed as hereinafter provided.

It is contemplated that the Securities will be issued to evidence the
Company's indebtedness resulting from loans to be made to the Company from the
proceeds of the issuance by American General Capital, L.L.C., a Delaware
limited liability company, and American General Delaware, L.L.C., a Delaware
limited liability company, or either of them, of preferred limited liability
company interests, in one or more series, and from related capital
contributions.

All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

This Indenture is subject to the provisions of the Trust Indenture Act
(as hereinafter defined) and the rules and regulations of the Commission (as
hereinafter defined) promulgated thereunder that are required to be part of
this Indenture and, to the extent applicable, shall be governed by such
provisions.

NOW, THEREFORE, THIS INDENTURE WITNESSETH

For and in consideration of the premises and the purchase of the
Securities by the Holders (as hereinafter defined) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders
of the Securities or of any series thereof, as follows:

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ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

For all purposes of this Indenture, except as otherwise expressly
provided in or pursuant to this Indenture or unless the context otherwise
requires:

(a) the terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as
the singular;

(b) all other terms used herein that are defined in the
Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

(c) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally
accepted accounting principles in the United States and, except as
otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or
permitted hereunder shall mean such accounting principles as are
generally accepted in the United States at the date of such
computation;

(d) the words "herein," "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and
not to any particular Article, Section or other subdivision;

(e) a series of Preferred Securities related to a
particular series of Securities means the series of Preferred
Securities the proceeds of the sale of which were loaned to the
Company in exchange for such series of Securities, and the Guarantee
related to such series of Preferred Securities means the Guarantee
pursuant to which the Company has guaranteed, to the extent stated
therein, the payment of dividends and certain other amounts with
respect to such series of Preferred Securities; and

(f) the term "day," unless designated as a "Business
Day," means a calendar day.

"Act," when used with respect to any Holder, has the meaning
specified in Section 104.

"Additional Amounts" means any additional amounts payable by
the Company which are designated as an "Additional Amount" in the
Securities of a particular series or by or pursuant to a supplemental
indenture, Board Resolution or other instrument authorizing such
series of Securities.

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<PAGE> 11
"Additional Interest" means (i) interest that shall accrue on
any interest on the Securities of any particular series that is not
paid when due because of an extension of an interest payment period,
which shall accrue at the rate of interest specified in the Securities
of such series, the supplemental indenture, the Board Resolution or
the other instrument authorized by a Board Resolution authorizing such
series of Securities and, unless otherwise specified in such
supplemental indenture, Board Resolution or other instrument, shall
compound monthly, and (ii) the Additional Amounts, if any, payable
with respect to the Securities of any particular series.

"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes
of this definition, "control," when used with respect to any specified
Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the
foregoing.

"American General Capital" means American General Capital,
L.L.C., a Delaware limited liability company, and its successors.

"American General Capital Stock" means American General Common
Stock, American General Preferred Stock, any shares of capital stock
resulting from any reclassification or reclassifications of either of
such classes, and any other class of stock of the Company.

"American General Common Stock" means the Common Stock, par
value $.50 per share, of the Company or any other class of stock
resulting from changes or reclassifications of such Common Stock
consisting solely of changes in par value, or from par value to no par
value, or from no par value to par value. Subject to the
anti-dilution provisions of any convertible Security, however, shares
of American General Common Stock issuable on conversion of a Security
shall include only shares of the class designated as Common Stock of
the Company at the date of the supplemental indenture, Board
Resolution or other instrument authorizing such Security or shares of
any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of
the payment of dividends or the distribution of assets upon any
voluntary or involuntary liquidation, dissolution or winding-up of the
Company and which are not subject to redemption by the Company,
provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable shall
be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the
total number of shares of such classes resulting from all such
reclassifications.

"American General Delaware" means American General Delaware,
L.L.C., a Delaware limited liability company, and its successors.

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"American General LLC" or "American General LLCs" means each
of American General Capital, American General Delaware, or, as
appropriate, American General Capital and American General Delaware,
collectively.

"American General Preferred Stock" means the Preferred Stock,
par value $1.50 per share, of the Company.

"Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 613 to act on behalf of the Trustee to
authenticate Securities of one or more series.

"Authorized Newspaper" means a newspaper, in an official
language of the country of publication or in the English language,
customarily published on each Business Day, whether or not published
on Saturdays, Sundays or holidays, and of general circulation in the
place in connection with which the term is used or in the financial
community of such place. Where successive publications are required
to be made in Authorized Newspapers, the successive publications may
be made in the same or in different Authorized Newspapers in the same
city meeting the foregoing requirements and in each case on any
Business Day.

"Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board.

"Business Day" means, except as may otherwise be provided in
the Securities of any particular series, any day other than a
Saturday, Sunday or other day on which banking institutions in The
City of New York are authorized or obligated by law or executive order
to close.

"Capitalized Lease Obligation" of any Person means the
obligation to pay rent or other payment amounts under a lease of (or
other indebtedness arrangements conveying the right to use) real or
personal property of such Person which is required to be classified
and accounted for as a capital lease or a liability on the face of a
balance sheet of such Person in accordance with generally accepted
accounting principles.

"Certificate of a Firm of Independent Public Accountants"
means a certificate signed by an independent public accountant or a
firm of independent public accountants who may be the independent
public accountants regularly retained by the Company or who may be
other independent public accountants. Such accountant or firm shall
be

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<PAGE> 13
entitled to rely upon an Opinion of Counsel as to the interpretation
of any legal matters relating to such certificate.

"Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange
Act of 1934, as amended, or, if at any time after the execution of
this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

"Company Request" and "Company Order" mean, respectively, a
written request or order signed in the name of the Company by the
Chairman, Vice Chairman, the President or a Vice President (any
reference to a Vice President of the Company herein shall be deemed to
include any Vice President of the Company whether or not designated by
a number or a word or words added before or after the title "Vice
President"), and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, delivered to the
Trustee.

"Corporate Trust Office" means the office of the Trustee in
The City of New York at which, at any particular time, its corporate
trust business shall be principally administered, which office on the
date of execution of this Indenture is located at 450 West 33rd
Street, New York, New York 10001.

"corporation" includes corporations, associations, companies
and business trusts.

"Defaulted Interest" has the meaning specified in Section 307.

"Depository" means, with respect to any Security issuable or
issued in the form of one or more global Securities, the Person
designated as Depository by the Company in or pursuant to this
Indenture, which Person must be, to the extent required by applicable
law or regulation, a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and, if so provided with respect to
any Security, any successor to such Person. If at any time there is
more than one such Person, "Depository" shall mean, with respect to
any Securities, the qualifying entity which has been appointed with
respect to such Securities.

"Designated Senior Holder" means, with respect to any Senior
Indebtedness, the Person designated as such in accordance with the
terms of the instrument evidencing such Senior Indebtedness or, if no
Person is so designated, any trustee, agent, fiduciary,

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<PAGE> 14
representative, group or Person authorized to act on behalf of the
holders of such Senior Indebtedness.

"Dollars" or "$" or any similar reference shall mean the coin
or currency of the United States of America as at the time shall be
legal tender for the payment of public and private debts, except as
may otherwise be provided in the form of Securities of any particular
series pursuant to the provisions of this Indenture.

"Event of Default" has the meaning specified in Section 501.

"Government Obligations", means securities that are (i) direct
obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality
of the United States of America, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by
the United States of America, which, in either case, are not callable
or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific
payment of interest on or principal of or other amount with respect to
any such Government Obligation held by such custodian for the account
of the holder of a depository receipt, provided that (except as
required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of such
Government Obligation or the specific payment of interest on or
principal of or other amount with respect to such Government
Obligation evidenced by such depository receipt.

"Guarantee" means the Guarantee Agreement, to be dated as of
May 24, 1995, executed and delivered by the Company for the benefit of
the holders from time to time of the Preferred Securities of American
General Delaware, or the Guarantee Agreement, to be dated as of May
24, 1995, executed and delivered by the Company for the benefit of the
holders from time to time of the Preferred Securities of American
General Capital, or, where appropriate, each such Guarantee, in each
case as the same may exist at the time.

"Holder" means the Person in whose name a Security is
registered in the Security Register.

"Interest Payment Date," when used with respect to any
Security, means the Stated Maturity of an installment of interest on
such Security.

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"LLC Agreement" means either the Limited Liability Company
Agreement, to be dated as of May 24, 1995, of American General Capital,
the Limited Liability Company Agreement, dated the same date, of
American General Delaware, or, if the context so requires, each of
such Limited Liability Company Agreements, in each case as the same
may exist at the time.

"LLC Common Securities" means common limited liability company
interests in either American General Capital or American General
Delaware, as the context requires.

"Managing Member" means American General Delaware Management
Corporation, a Delaware corporation, in its capacity as the manager of
the American General LLCs, or its successor or successors in such
capacity.

"mandatory sinking fund payment" has the meaning specified in
Section 1201.

"Maturity" when used with respect to any Security, means the
date on which the principal of such Security or an installment of
principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration,
notice of redemption, notice of exercise by a Holder of an option to
elect repayment or otherwise, and includes the Redemption Date and the
date for repayment at the option of such Holder.

"Officers' Certificate" means a certificate signed by the
Chairman, the President or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the
Company, which certificate complies with the requirements, if
applicable, of Section 314(e) of the Trust Indenture Act and is
delivered to the Trustee.

"optional sinking fund payment" has the meaning specified in
Section 1201.

"Outstanding," when used with respect to any Securities,
means, as of the date of determination, all such Securities
theretofore authenticated and delivered under this Indenture, except:

(a) any such Security theretofore canceled by the
Trustee or delivered to the Trustee for cancellation;

(b) any such Security, or portion thereof, for
whose payment or redemption money or Government Obligations in
the necessary amount has been

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<PAGE> 16

theretofore deposited pursuant hereto with the Trustee or
any Paying Agent (other than the Company) in trust or set
aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of such
Securities, provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory
to the Trustee has been made;

(c) any such Security that has been paid pursuant
to Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Security in respect of
which there shall have been presented to the Trustee proof
satisfactory to it that such Security is held by a bona fide
purchaser in whose hands such Security is a valid obligation
of the Company; and

(d) any such Security, or portion thereof,
converted into or exchanged for another security if the terms
of such Security provide for such conversion or exchange;

provided, however, that (i) in determining, during any period in which
any Securities of a series are owned by any Person other than the
Company or any other obligor upon the Securities of a series or any
Affiliate of the Company or such other obligor, whether the Holders
of the requisite principal amount of Outstanding Securities of such
series have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or whether a quorum is present at
a meeting of Holders of Securities held for the purpose of voting on
any such action, Securities of such series owned by the Company or any
other obligor upon the Securities of such series or any Affiliate of
the Company or such other obligor shall be disregarded and deemed not
to be Outstanding, and (ii) in making any such determination under
Section 512, 513, or 601(c)(3) hereof during any period in which the
Company or any such other obligor or any Affiliate of the Company or
such other obligor is the sole Holder of the Securities of such
series, the Securities of such series so owned by the Company, such
other obligor, or an Affiliate of the Company or such other obligor
shall be disregarded and deemed not to be Outstanding, except that if
a Special Trustee shall have been appointed pursuant to Section 516
during such period, then, as provided in such Section 516, the
Securities with regard to which such Special Trustee shall have voting
power shall, for purposes of this definition, be deemed to be owned by
such Special Trustee. In determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver or upon any such determination as
to the presence of a quorum, only Securities which the Trustee knows
to be so owned by the Company, such other obligor or an Affiliate of
the Company or such other obligor in the above circumstances shall be
so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect
to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or
such other obligor.

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<PAGE> 17
"Paying Agent" means the Company or any Person authorized by
the Company to pay the principal of and any premium or interest on any
Security.

"Payment Blockage Period" has the meaning specified in Section
1303.

"Place of Payment," when used with respect to the Securities
of any series, means the place or places where, subject to the
provisions of Section 1002, the principal of, and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

"Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306
in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

"Preferred Securities" means any series of Preferred
Securities, as that term is defined in the LLC Agreements, issued by
American General Delaware or American General Capital.

"Proceeding" has the meaning specified in Section 1302.

"Redemption Date," when used with respect to any Security or
portion thereof to be redeemed, means the date fixed for such
redemption by or pursuant to this Indenture.

"Redemption Price," when used with respect to any Security or
portion thereof to be redeemed, means the price at which it is to be
redeemed as determined by or pursuant to this Indenture.

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date, if any,
specified for that purpose as contemplated by Section 301, whether or
not a Business Day.

"Responsible Officer," when used with respect to the Trustee,
means any officer of the Trustee assigned by it to administer
corporate trust matters.

"Security" or "Securities" means any Security or Securities,
as the case may be, authenticated and delivered under this Indenture;
provided, however, that, if at any time

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<PAGE> 18
there is more than one Person acting as Trustee under this Indenture,
"Securities," with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.

"Securities Payment" has the meaning specified in Section 1302.

"Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

"Senior Indebtedness" means the principal of and any premium
and interest on, and any other payment due pursuant to, any of the
following, whether outstanding on the date of execution of this
Indenture or thereafter incurred, created or assumed:

(i) all obligations of the Company for money
borrowed;

(ii) all obligations of the Company evidenced by
notes, debentures, bonds or other securities, including,
without limitation, the 13 1/2% Restricted Subordinated Notes
Due 2002 of the Company issued pursuant to an Indenture, dated
as of January 3, 1994, between the Company and Texas Commerce
Bank, National Association and any obligations incurred,
created or assumed in connection with the acquisition of
property, assets or businesses;

(iii) all Capitalized Lease Obligations of the
Company;

(iv) all reimbursement obligations of the Company
with respect to letters of credit, bankers' acceptances or
similar facilities issued for the account of the Company;

(v) all obligations of the Company issued or
assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities
arising in the ordinary course of business);

(vi) all payment obligations of the Company under
any interest rate, currency or commodity swap agreement,
option agreement, hedge agreement, forward contract, or
similar agreement designed to protect the Company or another
Person against fluctuations in interest rates, exchange rates
or commodity prices;

(vii) all obligations of the type referred to in
clauses (i) through (vi) above of another Person and all
dividends of another Person, the payment of which, in either
case, the Company has assumed or guaranteed, or for which the
Company is responsible or liable, directly or indirectly,
jointly or severally, as obligor, guarantor or otherwise; and

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<PAGE> 19
(viii) all amendments, modifications, renewals,
extensions, refinancings, replacements and refundings by the
Company of any such indebtedness or obligations referred to in
clauses (i) through (vii) above (and of any such amended,
modified, renewed, extended, refinanced, replaced or refunded
indebtedness or obligations);

provided, however, that the following shall not constitute Senior
Indebtedness: (a) any indebtedness, renewal, extension, refinancing,
replacement, refunding, assumption, guarantee or other obligation
which expressly provides, or in the instrument creating or evidencing
the same or the assumption or guarantee of the same it is expressly
provided, that such indebtedness, renewal, extension, refinancing,
replacement, refunding, assumption, guarantee or other obligation is
junior in right of payment to or is pari passu with the Securities,
and (b) each Guarantee. Senior Indebtedness shall continue to be
Senior Indebtedness and entitled to the benefits of the subordination
provisions irrespective of any amendment, modification or waiver of
any term of such Senior Indebtedness.

"Senior Nonmonetary Default" has the meaning specified in
Section 1303.

"Senior Payment Default" has the meaning specified in Section
1303.

"Special Event Exchange," when used with respect to the
Securities of any series, means an exchange of such Securities by the
American General LLC that is the Holder thereof for all Preferred
Securities of the related series then outstanding in the circumstance
or upon the occurrence of the event or events specified in the terms
of such Preferred Securities or the Written Action authorizing such
Preferred Securities.

"Special Record Date" for the payment of any Defaulted
Interest on the Securities of any series means a date fixed by the
Trustee pursuant to Section 307.

"Special Trustee" means a special trustee appointed by the
holders of a series of Preferred Securities authorized to enforce an
American General LLC's rights under the Securities of the related
series held by such American General LLC.

"Stated Maturity," when used with respect to any Security or
any installment of principal thereof or interest (including Additional
Interest) thereon, means the fixed date on which the principal of such
Security or such installment of principal or interest is due and
payable, determined as contemplated by Section 301.

"Subsidiary" means any corporation of which at the time of
determination the Company and/or one or more Subsidiaries owns or
controls, directly or indirectly, more than 50% of the total voting
power of shares of stock or other equity interests having general
voting power under ordinary circumstances (without regard to the
occurrence

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<PAGE> 20

of any contingency) and entitled to vote in the election of directors,
managers or trustees of such corporation.

"Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, and any reference herein to the Trust Indenture Act or a
particular provision thereof shall mean such Trust Indenture Act or
provision, as the case may be, as amended or replaced from time to
time or as supplemented from time to time by rules or regulations
adopted by the Commission under or in furtherance of the purposes of
such Trust Indenture Act or provision, as the case may be.

"United States," except as otherwise provided in or pursuant
to this Indenture, means The United States of America (including the
States thereof and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction.

"Written Action," when used with respect to the Preferred
Securities of any series, means a written action of the Managing
Member of the American General LLC issuing such Preferred Securities
establishing the terms of such series of Preferred Securities pursuant
to the terms of the applicable LLC Agreement.

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent, if any, have been complied with, provided that in
the case of any such application or request as to which the furnishing of such
documents or either of them is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

(a) a statement that each individual signing such
certificate or opinion has read such condition or covenant and the
definitions herein relating thereto;

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<PAGE> 21
(b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;

(c) a statement that, in the opinion of each such
individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether
or not such condition or covenant has been complied with; and

(d) a statement as to whether, in the opinion of each
such individual, such condition or covenant has been complied with.

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate of counsel or
Opinion of Counsel or representations by counsel, unless such officer knows, or
in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to matters upon which his certificate or
opinion is based are erroneous. Any such certificate of counsel or Opinion of
Counsel or representations by counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

SECTION 104. ACTS OF HOLDERS.

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<PAGE> 22
thereof, either in person or by proxies duly appointed in writing, at
any meeting of Holders of Securities of such series duly called and
held (which, if applicable, shall be in accordance with the provisions
of Article Fourteen), or a combination of such instruments and any
such record. Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments or
record or both are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments
and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments or so voting at any such
meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the Trustee and the
Company and any agent of the Trustee or the Company, if made in the
manner provided in this Section.

The record of any meeting of Holders of Securities held
pursuant to Article Fourteen shall be proved in the manner provided in
Section 1406.

Without limiting the generality of this Section 104, unless
otherwise provided in or pursuant to this Indenture, a Holder,
including a Depository that is a Holder of a global Security, may
make, give or take, by a proxy or proxies, duly appointed in writing,
any request, demand, authorization, direction, notice, consent, waiver
or other action provided in or pursuant to this Indenture to be made,
given or taken by Holders, and a Depository that is a Holder of a
global Security may provide its proxy or proxies to the beneficial
owners of interests in any such global Security through such
Depository's standing instructions and customary practices.

The Trustee may fix a record date for the purpose of
determining the Persons who are beneficial owners of interests in any
global Security held by a Depository entitled under the procedures of
such Depository to make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in or pursuant to
this Indenture to be made, given or taken by Holders. If such a
record date is fixed, the Holders on such record date or their duly
appointed proxy or proxies, and only such Persons, shall be entitled
to make, give or take such request, demand, authorization, direction,
notice, consent, waiver or other action, whether or not such Holders
remain Holders after such record date. No such request, demand,
authorization, direction, notice, consent, waiver or other action
shall be valid or effective if made, given or taken more than 90 days
after such record date.

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<PAGE> 23
signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument
or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient.

(c) The ownership of Securities and the principal amount
and serial numbers of Securities held by any Person, and the date of
holding the same, shall be proved by the Security Register.

(d) If the Company shall solicit from the Holders of any
Securities any request, demand, authorization, direction, notice,
consent, waiver or other action, the Company may, at its option, by
Board Resolution, fix in advance a record date for the determination
of Holders of Securities entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action, but
the Company shall have no obligation to do so. If such a record date
is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other action may be given before or after such
record date, but only the Holders of Securities of record at the close
of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization,
agreement or consent by the Holders of Securities on such record date
shall be deemed effective unless it shall become effective pursuant to
the provisions of this Indenture not later than six months after the
record date.

(e) Any request, demand, authorization, direction,
notice, consent, waiver or other action of the Holder of any Security
shall bind every future Holder of the same Security and the Holder of
every Security issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee, any Security Registrar,
any Paying Agent, any Authenticating Agent or the Company in reliance
thereon, whether or not notation of such action is made upon such
Security.

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

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<PAGE> 24
(b) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, by United States
first-class mail, postage prepaid, to the Company addressed to the
attention of its Treasurer at the address of its principal office
specified in the first paragraph of this instrument or at any other
address previously furnished in writing to the Trustee by the Company.

Additionally, any notice provided or permitted to be given or
furnished to the Trustee pursuant to Article Thirteen shall be sufficient if
given or furnished in the manner provided in Section 1310.

SECTION 106. NOTICE TO HOLDERS OF SECURITIES; WAIVER.

Except as otherwise expressly provided in or pursuant to the
provisions of this Indenture, where this Indenture provides for notice to
Holders of Securities of any event, such notice shall be sufficiently given to
Holders of Securities if in writing and mailed by United States first-class
mail, postage prepaid, to each Holder of a Security affected by such event, at
his address as it appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice.

In any case where notice to Holders of Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Security shall affect the sufficiency of
such notice with respect to other Holders of Securities. Any notice that is
mailed in the manner herein provided shall be conclusively presumed to have
been duly given or provided. In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give
such notice to Holders of Securities by mail, then such notification as shall
be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.

Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required to be a part of and
govern this Indenture, such required provision shall control.

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

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<PAGE> 25
SECTION 109. SUCCESSORS AND ASSIGNS.

SECTION 110. SEPARABILITY AND SAVING CLAUSE.

In case any provision in this Indenture or in any Security shall be
invalid, illegal or unenforceable, either wholly or partially, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

No provision of this Indenture or of any Security shall require the
payment or permit the collection of interest (including any Additional
Interest) in excess of the maximum which is not prohibited by law. If any such
excess interest is provided for herein or in any Security, which shall be
adjudicated to be so provided for, then the Company shall not be obligated to
pay such interest in excess of the maximum not prohibited by law.

SECTION 111. BENEFITS OF INDENTURE.

Nothing in this Indenture or in any Security, express or implied,
shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent, any Authenticating Agent and their respective
successors and assigns hereunder, the Holders of Securities, and, to the
extent, but only to the extent, provided in Section 1503, the holders of Senior
Indebtedness or Preferred Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 112. GOVERNING LAW.

This Indenture and the Securities, including the validity thereof,
shall be governed by and construed in accordance with the laws of the State of
New York.

SECTION 113. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date, date for
repayment at the option of a Holder, Maturity or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or the Securities other than a provision in the Securities of
any series which specifically states that such provision shall apply in lieu of
this Section) any such payment of principal, any premium or interest (including
any Additional Interest) need not be made on such date, but may be made on the
next succeeding Business Day, except that if such Business Day is in the next
succeeding calendar year, such payment will be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the Interest Payment Date, Redemption Date, date for repayment at the option
of a Holder, Maturity or Stated Maturity, and no interest shall accrue on any
amount so payable for the period from and after such Interest Payment Date,

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Redemption Date, date for repayment at the option of a Holder, Maturity or
Stated Maturity, as the case may be, to such next succeeding Business Day.

ARTICLE TWO

SECURITY FORMS

SECTION 201. FORMS OF SECURITIES.

The Securities of each series shall be in such form or forms
(including global form) as shall be established in one or more indentures
supplemental hereto or by or pursuant to a Board Resolution in accordance with
Section 301, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by or pursuant
to this Indenture or any indenture supplemental hereto and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements placed thereon as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange or as may consistently herewith be determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

If the forms of Securities of any series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

The Securities of each series shall be issuable in registered form
without coupons.

The definitive Securities shall be typewritten, printed, lithographed
or engraved or produced by any combination of these methods or may be produced
in any other manner, all as determined by the officers of the Company executing
such Securities, as evidenced by their execution of such Securities.

SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

The Trustee's certificate of authentication shall be in substantially
the following form:

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<PAGE> 27
This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

-----------------------------------------
, as Trustee

By
---------------------------------------
Authorized Officer

SECTION 203. SECURITIES IN GLOBAL FORM.

Unless otherwise provided in or pursuant to this Indenture, the
Securities shall not be issuable in global form. If Securities of a series
shall be issuable in global form, any such Security may provide that it or any
number of such Securities shall represent the aggregate amount of all
Outstanding Securities of such series (or such lesser amount as is permitted by
the terms thereof) from time to time endorsed thereon and may also provide that
the aggregate amount of Outstanding Securities represented thereby may from
time to time be increased or reduced to reflect exchanges. Any endorsement of
any Security in global form to reflect the amount, or any increase or decrease
in the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made in such manner and by such Person or Persons
as shall be specified therein or in the Company Order to be delivered pursuant
to Section 303 or 304 with respect thereto. Subject to the provisions of
Section 303, the Trustee shall deliver and redeliver any Security in global
form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 has been, or simultaneously is, delivered, any
instructions by the Company with respect to a Security in global form shall be
in writing but need not be accompanied by or contained in an Officers'
Certificate and need not be accompanied by an Opinion of Counsel.

ARTICLE THREE

THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

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<PAGE> 28

or (3) in a manner specified in or authorized by one or more Board
Resolutions (in which case such Board Resolutions shall be included in or
attached to an Officers' Certificate setting forth such terms or the manner in
which such terms are to be determined or established). The terms to be so
determined or established shall include:

(a) the title of the Securities and the series in
which such Securities shall be included;

(b) any limit upon the aggregate principal amount
of the Securities of such series which may be authenticated
and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Securities of such
series pursuant to Section 304, 305, 306, 907 or 1107);

(c) the date or dates on which the principal of
such Securities is payable, or the manner in which such date
or dates is to be determined, and the terms and conditions, if
any, upon which the Company may re-borrow the proceeds from
such a payment or exchange such Securities for new Securities
or other securities on any such payment date or dates;

(d) the rate or rates at which such Securities
shall bear interest, if any, or the manner in which such rate
or rates shall be determined, the date or dates from which
such interest shall accrue or the manner in which such date or
dates shall be determined, the Interest Payment Dates on which
any such interest shall be payable, or the manner in which
such Interest Payment Dates shall be determined, the Regular
Record Date for any interest payable on such Interest Payment
Dates, and the basis upon which interest shall be calculated
if other than that of a 360-day year consisting of twelve
30-day months;

(e) the right, if any, of the Company to extend
the interest payment periods of such Securities, the maximum
duration, if any, of any such extension or extensions, the
Additional Interest, if any, payable on such Securities if any
interest payment period is extended and any notice (which
shall include notice to the Trustee) which must be given upon
the exercise of such rights;

(f) each Place of Payment for such Securities, if
any, other than or in addition to The City of New York, and
the place or places where such Securities may be surrendered
for registration of transfer or exchange and where such
Securities may be surrendered for conversion or exchange and
any notices and demands to or upon the Company in respect of
such Securities and this Indenture may be served;

(g) whether such Securities are to be redeemable
at the option of the Company and, if so, the date or dates on
which, the period or periods within

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which, the price or prices at which and the terms and
conditions upon which such Securities may be redeemed, in
whole or in part, at the option of the Company;

(h) the obligation, if any, of the Company to
redeem or repay such Securities pursuant to any sinking fund
or analogous provisions or to repay such Securities at the
option of a Holder thereof or upon the occurrence of one or
more specified events and, if so, the date or dates on which,
the period or periods within which (or the event or events
upon which), the price or prices at which and the other terms
and conditions upon which such Securities shall be redeemed or
repaid, in whole or in part, pursuant to such obligation, and
any provisions for the remarketing of such Securities so
redeemed or repaid;

(i) the terms and conditions, if any, upon which
such Securities may be convertible into or exchanged for
American General Common Stock, American General Preferred
Stock or other securities of any kind, including the initial
conversion or exchange price or rate, the conversion or
exchange period, the circumstances under which any such
conversion or exchange right may expire, and any other
provision in addition to or in lieu of those set forth in this
Indenture;

(j) the denominations in which any such
Securities shall be issuable if other than denominations of
$25 and any integral multiple thereof;

(k) whether the amount of payments of principal
of and any premium or interest (including Additional Interest)
on such Securities may be determined with reference to an
index, formula or other method or methods (which index,
formula or method or methods may be based, without limitation,
on one or more currencies, commodities, equity indices or
other indices) and, if so, the terms and conditions upon which
and the manner in which such amounts shall be determined and
paid or payable;

(l) any deletions from, modifications of or
additions to the Events of Default or covenants of the Company
with respect to such Securities, whether or not such Events of
Default or covenants are consistent with the Events of Default
or covenants set forth herein, any change in the right of the
Trustee or Holders to declare the principal of, and any
premium and interest on, such Securities due and payable, and
any additions to the definitions currently set forth in this
Indenture;

(m) the form or forms of such Securities;

(n) whether any such Securities are to be
issuable in global form, and, if so, (i) when any of such
Securities are to be issued in global form, (ii) whether
beneficial owners of interests in any such global Security may
exchange

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such interests for certificated Securities of such series
and of like tenor of any authorized denomination and the
circumstances under which any such exchange may occur, if
other than in the manner provided in Section 305, (iii) the
name of the Depository with respect to any global Security,
and (iv) the form of any legend or legends to be borne by
any such global Security in addition to or in lieu of the
legend referred to in Section 303;

(o) if there is more than one Trustee, the
identity of the Trustee and, if not the Trustee, the identity
of each Security Registrar, Paying Agent and Authenticating
Agent with respect to such Securities;

(p) the applicability, if any, of Section 1010 to
the Securities of such series and any provisions in
modification of, in addition to or in lieu of any of the
provisions of Section 1010;

(q) whether and under what circumstances
Additional Amounts on such Securities or any of them shall be
payable and, if so, whether the Company has the option to
redeem such Securities rather than pay such Additional
Amounts;

(r) any restriction or condition on the
transferability of such Securities; and

(s) any other terms of such Securities (which
terms shall not be inconsistent with the provisions of this
Indenture).

All Securities of any one series shall be substantially identical
except as to the date or dates from which interest, if any, shall accrue and
denomination and except as may otherwise be provided in the terms of such
Securities determined or established as provided above. All Securities of any
one series need not be issued at the same time and, unless otherwise provided,
a series may be reopened for issuances of additional Securities of such series.

If any of the terms of the Securities of any series are established by
action that is specified in or authorized by a Board Resolution and such action
is to be taken at or prior to the delivery of the Officers' Certificate setting
forth the terms of such series of Securities or the manner in which such terms
are to be determined or established, then a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of such series or the manner in
which such terms are to be determined or established.

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SECTION 302. CURRENCY; DENOMINATIONS.

The principal of, premium, if any, and interest (including Additional
Interest) on the Securities shall be payable in Dollars. Unless otherwise
provided as contemplated by Section 301 with respect to any series of
Securities, any Securities of a series shall be issuable in denominations of
$25 and any integral multiple thereof.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices on the date(s) such Securities were issued.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with the Board
Resolution and Officers' Certificate or supplemental indenture or other
instrument with respect to such Securities referred to in Sections 201 and 301
and a Company Order for the authentication and delivery of such Securities, and
the Trustee, in accordance with the Company Order and subject to the provisions
hereof, shall authenticate and deliver such Securities. If all the Securities
of any series are not to be issued at one time and if the Board Resolution or
supplemental indenture establishing such series shall so permit, such Company
Order may set forth procedures acceptable to the Trustee for the issuance of
such Securities and determining the terms of particular Securities of such
series, such as interest rate, maturity date, date of issuance and date from
which interest shall accrue. In authenticating Securities hereunder, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon,

(1) an Opinion of Counsel stating substantially to the
effect that,

(a) the form and terms of such Securities, or the
manner of determining such terms, have been established in
conformity with the provisions of this Indenture; and

(b) such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such Opinion
of Counsel, will constitute valid and legally binding

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obligations of the Company, enforceable against the
Company in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, moratorium,
fraudulent conveyance or other laws relating to or affecting
the enforcement of creditors' rights and by general equity
principles;

(2) an Officers' Certificate stating, to the best
knowledge of each signer of such certificate, that no event which is,
or after notice or lapse of time would become, an Event of Default
with respect to any of the Securities shall have occurred and be
continuing; and

(3) a copy of the LLC Agreement and Written Action of the
American General LLC issuing the series of Preferred Securities
related to such Securities, certified by the Secretary or Assistant
Secretary of the Company or by the Manager Member of such American
General LLC to be a true and correct copy thereof and in full force
and effect.

If the Company shall establish pursuant to Section 301 that the
Securities of a series are to be issued in whole or in part in the form of one
or more global Securities, the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to such series,
authenticate and deliver one or more global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount
of the Outstanding Securities of such series to be represented by such global
Security or Securities, (ii) shall be registered in the name of the Depository
for such global Security or Securities or the nominee of such Depository, (iii)
shall be delivered by the Trustee to such Depository or pursuant to such
Depository's instruction and (iv) shall bear a legend substantially to the
following effect (or to such other effect as may be specified in the document
authorizing such a series of Securities or as the Depository, the Trustee and
the Company may agree):

"Unless this Security is presented by an authorized
representative of The Depository Trust Company (the "Depository") (55
Water Street, New York, New York) to the issuer hereof or its agent
for registration of transfer, exchange or payment, and any security
issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of the Depository and any
payment is made to Cede & Co., any transfer, pledge or other use
hereof for value or otherwise by or to

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any person is wrongful since the registered owner hereof, Cede & Co.,
has an interest herein.

Unless and until it is exchanged in whole or in part for
Securities in certificated form, this Security may not be transferred
except as a whole by the Depository to a nominee of the Depository or
by a nominee of the Depository to the Depository or another nominee of
the Depository or by the Depository or any such nominee to a successor
Depository or a nominee of such successor Depository".

Unless otherwise provided in the form of Security, each Security shall
be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for in Section
202 or 613 executed by or on behalf of the Trustee or an Authenticating Agent
by the manual signature of one of its authorized officers. Such an executed
certificate of authentication upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder.

SECTION 304. TEMPORARY SECURITIES.

Pending the preparation of definitive Securities of any series, the
Company may execute and deliver to the Trustee, and upon Company Order the
Trustee shall authenticate and deliver, in the manner provided in Section 303,
temporary Securities of such series which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued, in registered form and with such appropriate
insertions, omissions, substitutions and other variations as the officers of
the Company executing such Securities may determine, as evidenced by their
execution of such Securities. Such temporary Securities may be in global form.

If temporary Securities of any series are issued, the Company shall
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of such definitive Securities, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series containing identical terms and provisions upon surrender of the
temporary Securities of such series at the office or agency of the Company
maintained for such purpose pursuant to Section 1002, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like aggregate principal amount
of definitive Securities of authorized denominations of the same series
containing identical terms and provisions. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

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SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

The Company shall cause to be kept at an office or agency of the
Company maintained pursuant to Section 1002 a register (each such register
being herein sometimes referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of the Securities of each series and of transfers
of the Securities of each series. Such office or agency shall be the "Security
Registrar" for the Securities, if any, of each series of Securities. In the
event that the Trustee shall not be the Security Registrar with respect to a
particular series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times. Unless otherwise
provided with respect to a series of Securities in a supplemental indenture,
Board Resolution or other instrument authorizing such series of Securities,
Chemical Bank shall serve as the Security Registrar for each series of
Securities until a successor has been appointed by a Board Resolution or an
instrument executed on behalf of the Company by its Chairman, Vice Chairman,
President or one of its Vice Presidents and delivered to the Trustee.

Upon surrender for registration of transfer of any Security of any
series at any office or agency of the Company maintained for that series
pursuant to Section 1002, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized
denominations and of a like aggregate principal amount, bearing a number not
contemporaneously outstanding, and containing identical terms and provisions.

At the option of the Holder, Securities of any series (except a global
Security representing all or a portion of such series) may be exchanged for
other Securities of the same series, of any authorized denominations and of a
like aggregate principal amount, containing identical terms and provisions,
upon surrender of the Securities to be exchanged at any such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities that
the Holder making the exchange is entitled to receive.

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such global Security shall be surrendered from time to time by the Depository
to the Trustee, as the Company's agent for such purpose, to be exchanged, in
whole or in part, for certificated Securities as described above, without
charge, in accordance with instructions (which instructions shall be in writing
but need not be contained in or accompanied by an Officers' Certificate or be
accompanied by an Opinion of Counsel) given by the Company to the Trustee and
such Depository. The Trustee shall authenticate and make available for
delivery, in exchange for each portion of such surrendered global Security, a
like aggregate principal amount of certificated Securities of the same series
of authorized denominations and of like tenor as the portion of such global
Security to be exchanged; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before any
selection of Securities for redemption of the same series and containing
identical terms and ending on the relevant Redemption Date. Promptly following
any such exchange in part, such global Security shall be returned by the
Trustee to the Depository, in accordance with the instructions of the Company
referred to above, with an endorsement thereon to reflect the decrease in the
aggregate amount of Outstanding Securities represented thereby. If a Security
is issued in exchange for any portion of a global Security after the close of
business at the office or agency for such Security where such exchange occurs
on or after (i) any Regular Record Date for such Security and before the
opening of business at such office or agency on the next Interest Payment Date,
or (ii) any Special Record Date for such Security and before the opening of
business at such office or agency on the related proposed date for payment of
interest or Defaulted Interest, as the case may be, interest shall not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Security, but shall be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such global Security
shall be payable in accordance with the provisions of this Indenture.

Every Security presented or surrendered for registration of transfer
or for exchange or redemption shall (if so required by the Company or the
Security Registrar) be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar
therefor duly executed, by the Holder thereof or his attorney duly authorized
in writing.

No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 907 or 1107 not
involving any transfer.

Except as otherwise provided in or pursuant to this Indenture, the
Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a

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period beginning at the opening of business 15 days before the day of the
selection for redemption of Securities of like tenor and the same series under
Section 1103 or Article Twelve and ending at the close of business on the day
of the mailing of the relevant notice of redemption, (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except, in the case of any Security to be redeemed in part, the portion
thereof not to be redeemed or (iii) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding.

If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series and
principal amount, containing identical terms and provisions and bearing a
number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

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SECTION 307. PAYMENT OF INTEREST; RIGHTS PRESERVED.

Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 301, interest (including
Additional Interest) on any Security which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name such Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest. If a series of Securities is convertible into shares of American
General Common Stock, then, unless otherwise specified with respect to such
Securities in accordance with the provisions of Section 301, interest on such
Interest Payment Date shall be payable to each Holder on the related Regular
Record Date notwithstanding the conversion of any such Security between such
Regular Record Date and such Interest Payment Date.

Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 301, any interest (including any
Additional Interest) with respect to any Security of any series which is
payable, but is not punctually paid or duly provided for (other than by reason
of an extension of an interest payment period), on any Interest Payment Date
for such Security (herein called "Defaulted Interest") shall forthwith cease to
be payable to the Holder thereof on the relevant Regular Record Date by virtue
of having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in subsection (a) or (b)
below:

(a) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities
affected (or their respective Predecessor Securities) are registered
at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such Security and the
date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when so
deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this subsection provided. Thereupon,
the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, United
States first-class postage prepaid, to each Holder of such Securities
(or their respective Predecessor Securities) at the address of such
Holder as it appears in the Security Register, not less than 10 days
prior to such Special Record Date. The Trustee may, in its
discretion, in the name and at the expense of the Company, cause a
similar notice to be published at least once in an Authorized
Newspaper of general circulation in The City of New York, but such

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publication shall not be a condition precedent to the establishment of
such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names such Securities (or their respective
Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to
the following subsection (b).

(b) The Company may make payment of any Defaulted
Interest on such Securities in any other lawful manner not
inconsistent with the requirements of any securities exchange on which
such Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee
of the proposed payment pursuant to this subsection (b), such manner
of payment shall be deemed practicable by the Trustee.

At the option of the Company, interest on Securities of any series
that bear interest may be paid by mailing a check to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
transfer to an account maintained by the payee with a bank located in the
United States or by any other means permitted in the form of Securities of any
particular series pursuant to the provisions of this Indenture.

Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 308. PERSONS DEEMED OWNERS.

Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered in the Security Register
as the owner and Holder of such Security for the purpose of receiving payment
of the principal of and any premium and (subject to Sections 305 and 307)
interest (including Additional Interest) on such Security and for all other
purposes whatsoever, whether or not any payment with respect to such Security
shall be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

No owner of a beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the owner and Holder of
such global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

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SECTION 309. CANCELLATION.

All Securities surrendered for payment, redemption, conversion,
exchange or registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee, and any such Securities, as well as
Securities surrendered directly to the Trustee for any such purpose, shall be
promptly canceled by the Trustee. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by or pursuant to this
Indenture. All canceled Securities held by the Trustee shall be disposed of in
accordance with its customary practices, subject to applicable law.

SECTION 310. COMPUTATION OF INTEREST.

Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months and,
for any period shorter than a full monthly interest payment period, shall be
computed on the basis of the actual number of days elapsed in such period.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

(a) either

(1) all Securities of such series theretofore
authenticated and delivered (other than Securities of such
series that have been destroyed, lost or stolen and that have
been replaced or paid as provided in Section 306, and
Securities of such series for whose payment money has
theretofore been deposited in trust or segregated and held in
trust and thereafter repaid to the Company or discharged

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from such trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or

(2) all Securities of such series not theretofore
delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated
Maturity within one year, or

(iii) if redeemable at the option of the Company,
are to be called for redemption within one
year under arrangements satisfactory to the
Trustee for the giving of notice of
redemption by the Trustee in the name, and at
the expense, of the Company,

and the Company has irrevocably deposited or caused to be
irrevocably deposited (except as provided in Section 402(c))
with the Trustee, as trust funds and/or obligations in trust,
specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of the Securities of such series,
(A) money in an amount, or (B) Government Obligations which
through the payment of interest and principal in respect
thereof in accordance with their terms, without consideration
of any reinvestment thereof, will provide not later than the
opening of business on the due dates of any payment of the
principal, premium, if any, and interest (including any
Additional Interest) with respect thereto money in an amount
or (C) a combination thereof, sufficient to pay and discharge
the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, including the
principal of, premium, if any, and interest (including any
Additional Interest) on, such Securities to the date of such
deposit (in the case of Securities of such series which have
become due and payable) or to the Stated Maturity or Maturity
thereof, as the case may be;

(b) the Company has paid or caused to be paid all other
sums payable hereunder by the Company; and

(c) the Company has delivered to the Trustee a
Certificate of a Firm of Independent Public Accountants certifying as
to the sufficiency of the amounts deposited pursuant to paragraph (2)
of subsection (a) of this Section for payment of the principal,
premium, if any, and interest (including any Additional Interest) with
respect to the Securities of such series on the dates such payments
are due, and an Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for relating to
the satisfaction and discharge of this Indenture as to such series of
Securities have been complied with.

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If there are Securities of two or more series hereunder and if a
different Trustee has been appointed with respect to one or more of such
series, then each Trustee shall be required to execute an instrument
acknowledging satisfaction and discharge of this Indenture if requested to do
so only with respect to Securities of the series as to which it is Trustee and
if the other conditions thereto are met.

If, subsequent to the date a discharge is effected pursuant to this
Section 401, Additional Amounts in excess of those established as of the date
such discharge is effected become payable in respect of the series of
Securities discharged, in order to preserve the benefits of the discharge
established hereunder, the Company shall irrevocably deposit or cause to be
irrevocably deposited in accordance with the provisions of this Section 401,
within ten Business Days prior to the date the first payment in respect of any
portion of such excess Additional Amounts becomes due, such additional funds as
are necessary to satisfy the provisions of this Section 401 as if a discharge
were being effected as of the date of such subsequent deposit. Failure to
comply with the requirements of this paragraph shall result in the termination
of the benefits of the discharge established by this Section 401.

SECTION 402. APPLICATION OF TRUST MONEY.

(a) Subject to the provisions of the last paragraph of
Section 1003, all money and/or Government Obligations deposited with
the Trustee pursuant to Section 401 or Section 1010 or pursuant to a
supplemental indenture entered into pursuant to Section 901(i), and
all money received by the Trustee in respect of any such Government
Obligations, shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal, premium, if any,
and interest (including any Additional Interest) for whose payment
such money has or Government Obligations have been deposited with or
received by the Trustee or to make mandatory sinking fund payments or
analogous payments as contemplated by Section 401, or Section 1010 or
any such supplemental indenture; but such money and Government
Obligations need not be segregated from other funds of the Trustee
except to the extent required by law.

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(b) The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against
Government Obligations deposited pursuant to Section 401 or Section
1010 or pursuant to a supplemental indenture entered into pursuant to
Section 901(i) or the interest and principal received in respect of
such obligations other than any payable by or on behalf of Holders.

(c) The Trustee shall deliver or pay to the Company from
time to time upon Company Request any Government Obligations or money
held by it as provided in Section 401 or Section 1010 or in any
supplemental indenture entered into pursuant to Section 901(i) which,
as expressed in a Certificate of a Firm of Independent Public
Accountants delivered to the Trustee, are then in excess of the amount
thereof which then would have been required to be deposited for the
purpose for which such obligations or money were deposited or
received.

ARTICLE FIVE

REMEDIES

SECTION 501. EVENTS OF DEFAULT.

"Event of Default," wherever used herein with respect to Securities of
any series (unless otherwise specified with respect to such series of
Securities in the supplemental indenture, Board Resolution or other instrument
authorizing such series of Securities), means any one of the following events
which has occurred and is continuing (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to the provisions of Article Thirteen or any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

(a) default in the payment of any installment of interest
(including any Additional Interest) upon any of the Securities of that
series, as and when the same shall become due and payable, and
continuance of such default for a period of 10 days; provided that (i)
a valid extension of an interest payment period by the Company
pursuant to the supplemental indenture, Board Resolution or other
instrument authorizing such series of Securities shall not constitute
a default in the payment of interest for this purpose and (ii) no such
default shall be deemed to exist if, on or prior to the date on which
such interest became due, the Company shall have made a payment
sufficient to pay such interest pursuant to the Guarantee with respect
to the series of Preferred Securities related to such series of
Securities and shall have delivered a notice to the Trustee to that
effect;

(b) default in the payment of the principal of (or
premium, if any, on) any of the Securities of that series, as and when
the same shall become due and payable whether at maturity, upon
redemption, by declaration of acceleration or otherwise, or in any
payment required by any sinking or analogous fund established with
respect to

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that series; provided that (i) no such default in the payment of
principal (or premium, if any) shall be deemed to exist if, on or
prior to the date such principal (and premium, if any) became due
(whether at maturity, upon redemption, by declaration of acceleration
or otherwise), the Company shall have made a payment, sufficient to
pay such principal (and premium, if any), pursuant to the Guarantee
with respect to the series of Preferred Securities related to such
series of Securities and shall have delivered a notice to the Trustee
to that effect and (ii) a valid exchange of a Security upon its
Maturity for another Security pursuant to this Indenture or the
supplemental indenture, Board Resolution or other instrument
authorizing Securities of that series shall not constitute a default
in the payment of the principal of the Security being exchanged for
this purpose;

(c) if applicable to the Securities of that series,
failure by the Company to issue the American General Preferred Stock
or American General Common Stock upon an election by the Holder or
Holders of such Securities to convert such Securities into shares of
American General Preferred Stock or American General Common Stock, as
the case may be, pursuant to the supplemental indenture, Board
Resolution or other instrument authorizing such series of Securities;

(d) failure on the part of the Company duly to observe or
perform in any material respect any other of the covenants or
agreements on the part of the Company with respect to that series
contained in such Securities or otherwise established with respect to
that series of Securities pursuant to Section 301 hereof or contained
in this Indenture (other than a covenant or agreement which has been
expressly included in this Indenture solely for the benefit of one or
more series of Securities other than such series) and continuance of
such failure for a period of 90 days after the date on which written
notice of such failure, requiring the same to be remedied and stating
that such notice is a "Notice of Default" hereunder, shall have been
given to the Company by the Trustee, by registered or certified mail,
or to the Company and the Trustee by a Holder or Holders of at least
25% in aggregate principal amount of the Securities of that series at
the time Outstanding or the holder or holders of at least 25% in
aggregate liquidation preference of Preferred Securities of the series
related to such series of Securities;

(e) the liquidation, dissolution or winding-up of the
American General LLC that issued the Preferred Securities of the
series related to such series of Securities, except in connection
with, or after, the exchange of such Preferred Securities for such
Securities or the related series of American General Preferred Stock,
as the case may be, or in connection with any merger or consolidation
permitted by the applicable LLC Agreement;

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substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days;

(h) any other Event of Default provided with respect to
Securities of such series in the supplemental indenture, Board
Resolution or other instrument authorizing such series.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing (other than an Event of Default
specified in Section 501 (f) or (g)), then, and in every such case, the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount of all
of the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by the Holders), and
upon any such declaration such principal amount shall become immediately due
and payable. If an Event of Default specified in Section 501 (f) or (g) with
respect to Securities of any series at the time Outstanding occurs and is
continuing, then, and in every such case, the principal amount of all of the
Securities of that series shall become and be immediately due and payable
without any declaration or other action on the part of the Trustee or any
Holder.

At any time after such acceleration with respect to Securities of any
series and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in this Article, the Holders of
a majority in aggregate principal amount of the Outstanding Securities of that
series, by written notice to the Company and the Trustee, may, subject to the
provisions of Section 1007(b)(iii), rescind and annul such acceleration and its
consequences if:

(a) the Company has paid or deposited with the Trustee a
sum of money sufficient to pay

(1) all overdue installments of any interest
(including any Additional Interest) on all Securities of that
series;

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(2) the principal of and any premium on any
Securities of that series which have become due otherwise than
by reason of such acceleration and interest thereon at the
rate or rates borne by or provided for in such Securities;

(3) to the extent that payment of such interest
is lawful, interest upon overdue installments of interest
(including Additional Interest) at the rate or rates borne by
or provided for in such Securities, and

(4) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel; and

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

The Company covenants that if

(a) default is made in the payment of any installment of
interest (including any Additional Interest) on any Security when such
interest shall have become due and payable and such default continues
for a period of 10 days, or

(b) default is made in the payment of the principal of or
any premium on any Security at its Maturity,

the Company shall, upon demand of the Trustee, pay to it, for the benefit of
the Holders of all Securities which are of the same series as such Security,
the whole amount of money then due and payable with respect to such Securities
for principal, premium, interest (including any Additional Interest) and, to
the extent that payment of such interest shall be legally enforceable, interest
upon any overdue principal (and premium, if any) and upon any overdue
installments of interest (including any Additional Interest), at the rate or
rates borne by or provided for in such series of Securities, and, in addition
thereto, such further amount of money as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute
a judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided

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by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or such Securities
or in aid of the exercise of any power granted herein or therein, or to enforce
any other proper remedy.

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration of
acceleration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of any overdue principal,
premium, or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

(a) to file and prove a claim for the whole amount, or
such lesser amount as may be provided for in the Securities of any
series, of principal, premium and interest (including any Additional
Interest) owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders of Securities
allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property
payable or deliverable on any such claim and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities to make such payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Holders of Securities, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
607.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a
Security any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize
the Trustee to vote in respect of the claim of any Holder of a Security in any
such proceeding.

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SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

All rights of action and claims under this Indenture or any of the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, shall,
subject to the provisions of Article Thirteen, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

SECTION 506. APPLICATION OF MONEY COLLECTED.

Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, any premium
or interest (including Additional Interest), upon presentation of the
Securities, and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under
Section 607;

SECOND: Subject to Article Thirteen, to the payment of the
amounts then due and unpaid upon the Securities for principal, any
premium and interest (including any Additional Interest) in respect of
which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the
aggregate amounts due and payable on such Securities for principal,
any premium and interest (including any Additional Interest),
respectively; and

THIRD: The balance, if any, to the Person or Persons entitled
thereto.

SECTION 507. LIMITATION ON SUITS.

Subject to Section 508, no Holder of any Security of any series shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

(a) such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to the
Securities of that series;

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(c) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(d) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any
such proceeding; and

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, ANY
PREMIUM AND INTEREST.

Notwithstanding any other provision in this Indenture but subject to
Article Thirteen, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Sections 305 and 307) any interest (including
any Additional Interest) on such Security, on the respective Stated Maturity or
Maturities thereof expressed in such Security (or, in the case of redemption,
on the Redemption Date or, in the case of repayment at the option of such
Holder, on the date such repayment is due) and to institute suit for the
enforcement of any such payment and, in the case of Securities which are
convertible into or exchangeable for other securities or property, the right to
receive such securities or property when such Securities are converted or
exchanged in accordance with the terms of such Securities, and such rights
shall not be impaired without the consent of such Holder.

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee or any Holder of a Security has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Trustee and the Holders of Securities shall, subject to
any determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and such Holders shall continue as though no such proceeding had been
instituted.

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SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders of Securities is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by
law to the Trustee or to the Holders of Securities may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the
Holders of Securities.

SECTION 512. CONTROL BY HOLDERS OF SECURITIES.

Subject to the provisions of Section 1007(b)(i), the Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee with respect to the Securities of such
series, provided that

(a) such direction shall not be in conflict with any rule
of law or with this Indenture or with the Securities of such series;

(b) the Trustee may take any other action deemed proper
by the Trustee that is not inconsistent with such direction;

(c) such direction is not unduly prejudicial to the
rights of other Holders of Securities of such series not joining in
such action; and

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SECTION 513. WAIVER OF PAST DEFAULTS.

Subject to the provisions of Section 1007(b)(ii), the Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series waive
any past default hereunder with respect to the Securities of such series and
its consequences, except a default

(a) in the payment of the principal of or any premium or
interest (including Additional Interest) on any Security of such
series; or

(b) in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series affected.

SECTION 514. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant (other
than the Company and the Trustee) in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Company, to any suit instituted by the Trustee,
to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% in aggregate principal amount of the Outstanding
Securities of any series, to any suit instituted by any Holder of a Security
for the enforcement of the payment of the principal of or any premium or
interest (including Additional Interest) on any Security, on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date or, in the case of repayment at the
option of a Holder, on or after the date such repayment is due) or interest on
any overdue principal of any Security, or to any suit instituted by any Holder
of a Security for the enforcement of any right to convert or exchange such
Security into or for another security.

SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.

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may affect the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

SECTION 516. SPECIAL TRUSTEE

(a) The Company expressly acknowledges that, under the
circumstances set forth in the applicable LLC Agreement or Written
Action, the holders of each series of Preferred Securities shall have
the right, prior to a Special Event Exchange of such series of
Preferred Securities, to appoint a Special Trustee if an Event of
Default with respect to the series of Securities related to such
series of Preferred Securities or certain other events specified in
such LLC Agreement or Written Action shall have occurred and be
continuing. Such Special Trustee shall be authorized to exercise the
rights and remedies of the American General LLC that issued the
Preferred Securities of such series as Holder of the related series of
Securities under this Indenture, other than the right to receive any
payments on such Securities. Without limiting the foregoing, such
Special Trustee shall be entitled to give any request, demand,
authorization, direction, notice, consent or waiver hereunder as if
it, rather than such American General LLC, were the Holder of the
Securities of such series and, in determining whether the Holders of
the requisite principal amount of Outstanding Securities of such
series have given any such request, demand, authorization, direction,
notice, consent or waiver, such Securities shall be deemed to be owned
by the Special Trustee rather than such American General LLC. Any
Special Trustee so appointed shall vacate office immediately in
accordance with the applicable LLC Agreement if all Events of Default
or other events specified in the applicable LLC Agreement or Written
Action giving rise to such right of appointment have been cured or
waived. The Company shall notify the Trustee when any such Special
Trustee shall have been appointed and the date on which the authority
of the Special Trustee shall have expired or terminated.

(b) Without limiting the generality of the foregoing, any
Special Trustee appointed with respect to a series of Preferred
Securities, in its own name and as trustee of an express trust, may,
subject to Section 507, institute a proceeding, including, without
limitation, any suit in equity, an action at law or other judicial or
administrative proceeding, to enforce the creditor's rights of the
American General LLC that is the Holder of the related series of
Securities directly against the Company to the same extent and subject
to the same limitations as such American General LLC, as a Holder,
could do so and on behalf of such American General LLC, and may
prosecute such proceeding to judgment or final decree, and enforce the
same against the Company and, subject to Article Thirteen, collect,
out of the property, wherever situated, of the Company the monies
adjudged or decreed to be payable in the manner and to the extent
provided by law.

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ARTICLE SIX

THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

(a) Except during the continuance of an Event of Default,

(2) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture,
but in the case of any such certificates or opinions which by
any provisions hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to
the requirements of this Indenture.

(c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its
own negligent failure to act, or its own wilful misconduct, except
that

(1) this subsection shall not be construed to
limit the effect of subsection (a) of this Section;

(3) the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith
in accordance with the direction of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of
any series or a Special Trustee appointed with respect to the
Securities of such series relating to the time, method and
place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture with respect to the
Securities of such series; and

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(4) no provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

SECTION 602. NOTICE OF DEFAULTS.

Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit, in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act,
notice of such default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of or any premium or interest
(including Additional Interest) on any Security of such series or in the
payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interests of the Holders of
Securities of such series; and provided, further, that in the case of any
default of the character specified in Section 501(d) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

Except as otherwise provided in Section 601:

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(c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officers'
Certificate;

(e) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by or pursuant to this
Indenture at the request or direction of any of the Holders of
Securities of any series or a Special Trustee pursuant to this
Indenture, unless such Holders or Special Trustee shall have offered
to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance
with such request or direction;

SECTION 604. NOT RESPONSIBLE FOR RECITALS, ISSUANCE OF SECURITIES
OR FOR PREFERRED SECURITIES.

The recitals contained herein and in the Securities (except the
Trustee's certificate of authentication) shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes

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no representations as to the validity or sufficiency of this Indenture or of
the Securities, except that the Trustee represents that it is duly authorized
to execute and deliver this Indenture, authenticate the Securities and perform
its obligations hereunder and that the statements made by it in a Statement of
Eligibility on Form T-1 supplied to the Company are true and accurate, subject
to the qualifications set forth therein. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

The Trustee shall not be deemed to owe any fiduciary duty to the
holders of the Preferred Securities and the Trustee (as well as the Company and
any conversion agent) shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself to be a holder of a Preferred
Security to establish that such Person is such a holder. Prior to a Special
Event Exchange with respect to a series of Preferred Securities, the Trustee
(and any conversion agent) may conclusively rely on a certificate signed by an
officer of the Managing Member of the American General LLC that issued such
Preferred Securities or a certificate signed by an officer or representative of
a Special Trustee with respect to such series of Preferred Securities as
evidence that the holders of the necessary percentage of liquidation preference
of Preferred Securities of such series have taken any action contemplated
hereunder and shall have no duty to investigate the truth or accuracy of any
statement contained therein.

SECTION 605. MAY HOLD SECURITIES.

The Trustee, any Paying Agent, Security Registrar, Authenticating
Agent or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to the
provisions of the Trust Indenture Act, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Paying Agent, Security
Registrar, Authenticating Agent or such other agent.

SECTION 606. MONEY HELD IN TRUST.

SECTION 607. COMPENSATION AND REIMBURSEMENT.

The Company agrees

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reasonable compensation and the expenses and disbursements of its
agents and counsel), except to the extent any such expense,
disbursement or advance may be attributable to the Trustee's
negligence or willful misconduct; and

As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of or any premium or interest
(including Additional Interest) on particular Securities. "Trustee" for
purposes of this Section 607 includes any predecessor Trustee, but negligence
or bad faith of any Trustee shall not be attributed to any other Trustee. The
obligations of the Company to the Trustee under this Section 607 are not
subordinated to any Senior Indebtedness.

SECTION 608. DISQUALIFICATIONS; CONFLICTING INTERESTS.

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

(d) If at any time:

(2) the Trustee shall cease to be eligible under
Section 609 and shall fail to resign after written request
therefor by the Company or by any such Holder of a Security,
or

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in accordance with the applicable requirements of Section 611, become
the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of
any series shall have been so appointed by the Company or the Holders
of Securities and accepted appointment in the manner required by
Section 611, any Holder of a Security who has been a bona fide Holder
of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees as co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be
responsible for any notice given to, or received by, or any act or
failure to act on the part of any other Trustee hereunder; and upon
the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective
to the extent provided therein, such retiring Trustee shall with
respect to the Securities of that or those series to which the
appointment of such successor Trustee relates have no further
responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under
this Indenture other than as hereinafter expressly set forth, and each
such successor Trustee without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates;
but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor
Trustee, to the extent contemplated by such supplemental indenture,
the property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

(d) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article.

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

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SECTION 613. APPOINTMENT OF AUTHENTICATING AGENT.

The Trustee may appoint an Authenticating Agent or Agents acceptable
to the Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue or exchange, registration of transfer or
partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument
shall be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall at all
times be a bank or trust company or corporation organized and doing business
and in good standing under the laws of the United States, any State thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $5,000,000 and
subject to supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
In case at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation, including reimbursement of its reasonable
expenses for its services under this Section.

The provisions of Sections 308, 604 and 605 shall be applicable to
each Authenticating Agent.

This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

_________________________________________
as Trustee

By ______________________________________
as Authenticating Agent

By ______________________________________
Authorized Officer

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ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS OF SECURITIES.

The Company shall furnish or cause to be furnished to the Trustee:

(a) semi-annually, not later than May 15 and November 15
in each year, commencing November 15, 1995, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the
Holders of Securities as of a date not more than 15 days prior to the
date of delivery thereof, and

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished for Securities for which the
Trustee acts as Security Registrar.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.

Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any Authenticating Agent nor any Paying Agent nor any Security Registrar shall
be held accountable by reason of the disclosure of any information as to the
names and addresses of the Holders of Securities in accordance with Section
312(c) of the Trust Indenture Act, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 312(b)
of the Trust Indenture Act.

SECTION 703. REPORTS BY TRUSTEE.

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(b) The Trustee shall transmit the reports required by
Section 313(b) of the Trust Indenture Act at the times specified
therein.

(c) Reports pursuant to this Section shall be transmitted
in the manner and to the Persons required by Sections 313(c) and (d)
of the Trust Indenture Act.

SECTION 704. REPORTS BY COMPANY.

(a) The Company, pursuant to Section 314(a) of the Trust
Indenture Act, shall:

(i) file with the Trustee, within 15 days after
the Company is required to file the same with the Commission,
copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time
by rules and regulations prescribe) which the Company may be
required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as
amended; or, if the Company is not required to file
information, documents or reports pursuant to either of said
Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports
which may be required pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended, in respect of a security
listed and registered on a national securities exchange as may
be prescribed from time to time in such rules and regulations;

(b) The Company shall notify the Trustee when and as the
Securities of any series become admitted to trading on any national
securities exchange.

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ARTICLE EIGHT

CONSOLIDATION, MERGER, OR CONVEYANCE

SECTION 801. CONSOLIDATIONS AND MERGERS OF COMPANY AND CONVEYANCES
PERMITTED SUBJECT TO CERTAIN CONDITIONS.

The Company may consolidate with, merge with or into, or, if no
Preferred Securities are then outstanding, convey, transfer or lease all or
substantially all of its assets to any other Person, provided that (a) (i) in
the case of a merger, the Company is the surviving entity in such merger, or
(ii) in the case of a merger in which the Company is not the surviving entity
or in the case of a consolidation or a conveyance, transfer or lease of assets,
the Person into which the Company is merged or which is formed by such
consolidation or the Person which acquires by conveyance, transfer or lease all
or substantially all of the assets of the Company shall be a Person duly
organized and validly existing under the laws of the United States of America
or a State thereof and (x) such Person shall expressly assume by supplemental
indenture, in form satisfactory to the Trustee, executed and delivered to the
Trustee by such Person, the due and punctual payment of the principal of and
any premium and interest (including Additional Interest) on all the Securities,
according to their tenor, and the due and punctual performance and observance
of all of the other covenants of this Indenture and the Securities to be
performed by the Company, and, (y) if any Preferred Securities are then
outstanding, such Person shall expressly assume, in a written instrument
delivered to the Managing Member of the American General LLC which issued such
Preferred Securities, all of the obligations of the Company under the Guarantee
related to such Preferred Securities, and (b) in each case, after giving effect
to such consolidation, merger, conveyance, transfer or lease, no Event of
Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing.

SECTION 802. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

In case of any such merger in which the Company is not the surviving
entity or any such consolidation, conveyance, transfer or lease and upon any
such assumption by the successor Person, such successor Person shall succeed to
and be substituted for the Company, with the same effect as if it had been
named herein as the party of the first part, and the predecessor, except in the
event of a conveyance by way of lease, shall be relieved of any further
obligation under this Indenture and the Securities and, if applicable, the
Guarantee assumed by such successor Person. Such successor Person thereupon
may cause to be signed, and may issue either in its own name or in the name of
the Company, any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee, and,
upon the order of such successor, instead of the Company, and subject to all
the terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor thereafter shall cause
to be signed and delivered to the Trustee for that purpose. All the Securities
so issued shall in all respects have the same legal rank and benefit

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under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.

In case of any such merger, consolidation, conveyance, transfer or
lease, such changes in phraseology and form (but not in substance) may be made
in the Securities thereafter to be issued as may be appropriate.

SECTION 803. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL.

The Trustee, subject to the provisions of Sections 601 and 603, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such merger, consolidation, conveyance, transfer or lease,
and any such assumption by the successor Person, complies with the provisions
of this Article.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

Without the consent of any Holders of Securities, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

(a) to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities contained; or

(d) to add to or change any of the provisions of this
Indenture to change or eliminate any restrictions on the payment of
principal (or premium, if any) or any interest (including Additional
Interest) with respect to Securities, to modify the provisions
relating to global Securities, or to permit the issuance of Securities
in bearer

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or uncertificated form, provided that any such action shall not
adversely affect the interests of the Holders of Securities of any
series in any material respect; or

(f) to secure the Securities; or

(g) to establish the form or terms of Securities of any
series as permitted by Sections 201 and 301; or

(h) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
to facilitate the administration of the trusts hereunder by more than
one Trustee pursuant to the requirements of Section 611(b); or

(i) to provide that the Company shall be deemed to have
paid and discharged the entire indebtedness on all the Outstanding
Securities of any series on the 91st day after the date of the deposit
referred to in paragraph (5) hereof, and that the provisions of this
Indenture, as it relates to such Outstanding Securities shall no
longer be in effect (and the Trustee, at the expense of the Company,
shall at Company Request, execute proper instruments acknowledging the
same), except as to:

(1) the rights of Holders of Securities to
receive, from the trust funds described in paragraph (4)
hereof, (i) payment of the principal of (and premium, if any)
and interest (including any Additional Interest) on the
Outstanding Securities of that series on the Stated Maturity
or Maturity of such principal, premium, if any, and interest
and (ii) any mandatory sinking fund payments or analogous
payments applicable to Securities of such series on the day on
which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities;

(2) the Company's obligations with respect to
such Securities under Sections 305, 306, 402, 1002 and 1003,

(3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder, and

(4) such other rights, if any, that are specified
in such supplemental indenture as surviving such payment and
discharge;

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provided that the following conditions shall have been satisfied:

(5) with reference to such provision, the Company
has irrevocably deposited or caused to be irrevocably
deposited (except as provided in Section 402(c)) with the
Trustee, as trust funds and/or obligations in trust,
specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of the Securities of that series,
(i) money in an amount, or (ii) Government Obligations which
through the payment of interest and principal in respect
thereof in accordance with their terms, without consideration
of any reinvestment thereof, will provide not later than one
day before the due date of any payment referred to in clause
(A) or (B) of this paragraph (4) money in an amount or (iii) a
combination thereof, sufficient, as expressed in a Certificate
of a Firm of Independent Public Accountants delivered to the
Trustee, to pay and discharge (A) the principal of (and
premium, if any) and interest (including any Additional
Interest) on the Outstanding Securities of that series due on
the Stated Maturity or Maturity of such principal, premium, if
any, and/or interest and (B) any mandatory sinking fund
payments or analogous payments applicable to Securities of
such series on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of
such Securities;

(8) such provision would not cause the
Outstanding Securities of such series then listed on the New
York Stock Exchange to be delisted as a result thereof;

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income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to Federal income tax on the
same amount and in the same manner and at the same times, as
would have been the case if such deposit, defeasance and
discharge had not occurred;

(12) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel each stating
that all conditions precedent provided for relating to the
defeasance contemplated by such provision have been complied
with; and

(13) such supplemental indenture shall contain a
provision substantially to the same effect as the last
paragraph of Section 1010 but relating to the Securities to be
discharged under the terms of such supplemental indenture; or

(l) subject to Section 903(a), to make any change in
Article Thirteen that would limit or terminate the benefits available
to any holder of Senior Indebtedness under such Article; or

(m) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to
matters or questions arising under this Indenture, provided such
action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect.

No consent of the holders of any Preferred Securities shall be
required in connection with any supplemental indenture entered into pursuant to
this Section 901.

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SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of such Holders delivered to the Company and the
Trustee, the Company, when authorized by or pursuant to a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected
thereby:

(i) change the Stated Maturity of the principal of, or
any installment of principal of or interest (including Additional
Interest) on, any Security, or change any obligation of the Company to
pay Additional Amounts pursuant to Section 1004 (except as
contemplated by Section 801 and permitted by Section 901(a) and (d)),
or reduce the principal amount thereof, any premium payable upon the
redemption thereof or the rate or amount of interest (including
Additional Interest) payable thereon, or adversely affect any right of
repayment at the option of the Holder of any Security, or, subject to
the provisions of Section 1002, change any Place of Payment where, or
the coin or currency in which, the principal of any Security or any
premium or interest (including any Additional Interest) on any
Security is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption
Date or, in the case of repayment at the option of the Holder, on or
after the date for repayment); or

(ii) adversely affect any right to convert or exchange any
Security or modify the provisions of this Indenture with respect to
the subordination of the Securities in a manner adverse to such
Holder; or

(iii) reduce the percentage in aggregate principal amount
of the Outstanding Securities of any series, the consent of whose
Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance
with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture or
reduce the requirements of Section 1404 for quorum or voting; or

(iv) modify any of the provisions of this Section, Section
513 or Section 1009, except to increase the percentage in aggregate
principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for the actions specified herein
or therein, or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby; provided,
however, that this subsection shall not be deemed to require the
consent of any Holder of Securities with respect to changes in the
references to "the Trustee" and concomitant changes in this Section
and

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Section 1009, or the deletion of this proviso, in accordance with the
requirements of Section 901(h).

SECTION 903. GENERAL PROVISIONS REGARDING SUPPLEMENTAL INDENTURES.

(a) A supplemental indenture entered into pursuant to Section 901
or Section 902 may not make any change that adversely affects the rights under
Article Thirteen of any holder of Senior Indebtedness then outstanding unless
the holders of such Senior Indebtedness (or any group or representative thereof
authorized to give a consent) consent to such change. Moreover, prior to a
Special Event Exchange with respect to a series of Preferred Securities then
outstanding, no such supplemental indenture entered into pursuant to Section
902 shall amend the series of Securities related to such series of Preferred
Securities or the provisions of this Indenture benefiting such series of
Securities unless the prior approval of the holders of at least 66 2/3% of the
aggregate liquidation preference of the Preferred Securities of such series
then outstanding is obtained; provided, however, that where a consent of each
Holder of Securities of a particular series is required pursuant to Section
902, the prior consent of each holder of the related series of Preferred
Securities shall be first obtained.

(b) A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series (or the
holders of Preferred Securities of any series not related to such particular
series of Securities).

(c) It shall not be necessary for any Act of Holders of Securities
or action of the holders of Preferred Securities under this Section to approve
the particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act or action shall approve the substance thereof.

SECTION 904. EXECUTION OF SUPPLEMENTAL INDENTURES.

SECTION 905. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part

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of this Indenture for all purposes; and every Holder of Securities theretofore
or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 906. CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 907. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

ARTICLE TEN

COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, ANY PREMIUM AND INTEREST.

The Company covenants and agrees for the benefit of the Holders of
Securities of each series that it will duly and punctually pay the principal of
and any premium and interest, including any Additional Interest (subject to any
right of the Company to extend an interest payment period or, if so provided
pursuant to Section 301, to exchange a Security upon the Maturity of such
Security for another Security and subject to Section 1502) on the Securities of
that series in accordance with the terms of such series of Securities and this
Indenture.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

The Company shall maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for conversion or exchange or for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served, and the Company hereby
initially appoints the Trustee at its Corporate Trust Office as its agent to
receive all such presentations, surrenders, notices and demands, other than the
surrender of Securities for conversion or exchange, which shall be made at the
office of Chemical Mellon Shareholder Services, LLC in New York City or at such
other office as may be specified in the supplemental indenture, Board
Resolution or other instrument authorizing such series of Securities. The
Company will give prompt written notice to the Trustee of the location, and

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any change in the location, of each such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all of such purposes, and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in accordance with the requirements set forth
above for Securities of any series for such purposes. The Company shall give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency. Unless
otherwise set forth in, or pursuant to, a Board Resolution or any indenture
supplemental hereto with respect to a series of Securities, the Company hereby
designates as the Place of Payment for each series of Securities the Borough of
Manhattan, The City of New York, and initially appoints the Trustee at its
Corporate Trust Office as Paying Agent and, except as provided in the first
sentence of the preceding paragraph, as its agent to receive all such
presentations, surrenders, notices and demands.

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, on or before each due date of
the principal of and any premium or interest (including any Additional
Interest) on any of the Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal, any premium and interest (including any Additional Interest) so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and shall promptly notify the Trustee of its
action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any
series of Securities, it shall, on or prior to each due date of the principal
of and any premium or interest (including any Additional Interest) on any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay
the principal, any premium and interest (including any Additional Interest) so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium and interest (including any Additional
Interest), and (unless such Paying Agent is the Trustee) the Company shall
promptly notify the Trustee of its action or failure so to act.

(a) hold all sums held by it for the payment of the
principal of and any premium or interest (including any Additional
Interest) on Securities of that series in

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trust for the benefit of the Persons entitled thereto until such sums
shall be paid to such Persons or otherwise disposed of as provided in
or pursuant to this Indenture;

(b) give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of that series) in the
making of any payment of the principal of, or premium, if any, or
interest (including any Additional Interest) on Securities of that
series; and

(c) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge or defeasance of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums
to be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

Except as otherwise specified as contemplated by Section 301 for
Securities of any particular series, any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the
principal of and any premium or interest (including any Additional Interest) on
any Security of any series and remaining unclaimed for two years after such
principal and any premium or interest (including any Additional Interest) has
become due and payable shall be paid to the Company upon Company Request along
with interest, if any, that has been accumulated thereon or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment of such principal, premium or interest (including any
Additional Interest), without interest thereon, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper in each Place of Payment for such series or to
be mailed to Holders of Securities of such series, or both, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication or mailing, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1004. ADDITIONAL AMOUNTS.

If the Securities of a series provide for the payment of Additional
Amounts to the Holders of such Securities, then the Company shall pay to each
Holder of such Securities the Additional Amounts as provided therein.

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Except as otherwise provided in or pursuant to this Indenture, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities upon which such Additional Amounts shall be payable (or, if the
Securities of that series shall not bear interest prior to Maturity, the first
day on which a payment of principal and any premium is made), and at least 10
days prior to each date of payment of principal and any premium or interest if
there has been any change with respect to the matters set forth in the
below-mentioned Officers' Certificate, the Company will furnish the Trustee and
the Company's Paying Agent or Paying Agents, if other than the Trustee or the
Company, with an Officers' Certificate stating the amount of the Additional
Amount payable per minimum authorized denomination of such Securities (and, if
such Additional Amounts are payable only with respect to particular Securities,
then the names of the Holders of such Securities).

SECTION 1005. CORPORATE EXISTENCE.

Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the rights (charter and statutory) and franchises of the Company,
provided, however, that the Company shall not be required to preserve any such
right or franchise if the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and that
the loss thereof is not disadvantageous in any material respect to the Holders
of Securities.

SECTION 1006. LIMITATIONS ON DIVIDENDS AND CERTAIN OTHER PAYMENTS.

The Company covenants, for the benefit of the Holders of each series
of Securities, that, subject to the next succeeding sentence, it shall not
declare or pay any dividend on, and it shall not, nor shall it permit any of
its Subsidiaries to, redeem, purchase, acquire or make a liquidation payment
with respect to, any shares of American General Capital Stock, or make any
guarantee payments with respect to the foregoing, if at such time (a) the
Company shall have given notice of its election to extend an interest payment
period for such series of Securities in accordance with the terms of such
Securities and such extension shall be continuing, (b) the Company shall be in
default with respect to its payment or other obligations under the Guarantee
with respect to the series of Preferred Securities related to such series of
Securities, or (c) an Event of Default hereunder with respect to such series of
Securities shall have occurred and be continuing. The preceding sentence,
however, shall not restrict (i) the purchase or acquisition of shares of
American General Common Stock in connection with the satisfaction by the
Company or a Subsidiary of its obligations under any employee benefit plan or
the satisfaction by the Company of its obligations pursuant to any put contract
requiring the Company to purchase any American General Common Stock, (ii) any
of the actions described in the preceding sentence resulting from any
reclassification of American General Capital Stock or the exchange or
conversion of one class or series of American General Capital Stock for another
class or series of American General Capital Stock, (iii) redemptions or
purchases of any share purchase rights issued by the Company pursuant to its
Rights Agreement, dated as of July 27, 1989, between the Company and First
Chicago Trust Company of New York, as the same may exist at the time, (iv) the
declaration and payment of a dividend or distribution

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of similar share purchase rights in the future, or (v) the purchase of
fractional interests in shares of American General Capital Stock pursuant to
the conversion or exchange provisions of such American General Capital Stock or
the security being converted or exchanged. The Company covenants that it shall
take all actions necessary to ensure the compliance of its Subsidiaries with
this Section 1006.

SECTION 1007. CERTAIN COVENANTS REGARDING THE AMERICAN GENERAL LLCs.

(a) The Company covenants that, prior to a Special Event Exchange
of a series of Preferred Securities which is then outstanding, the Company
shall:

(i) not cause or permit any LLC Common Securities of
the American General LLC that is the issuer of the Preferred
Securities of such series to be transferred (other than, in the case
of the Company, in connection with a merger or consolidation
permitted by Article Eight or, in the case of the Managing Member of
such American General LLC, in connection with any merger or
consolidation involving such Managing Member);

(ii) maintain direct or indirect ownership of all
outstanding LLC Common Securities and other limited liability company
interests (other than Preferred Securities) of the American General
LLC that is the issuer of the Preferred Securities of such series,
except as may be permitted by the applicable LLC Agreement;

(iii) cause at least 21% of all interests in the
capital, income, gain, loss, deduction and credit of such American
General LLC to be represented by the LLC Common Securities of such
American General LLC;

(iv) not voluntarily liquidate, dissolve or wind-up
(other than in connection with a merger or consolidation permitted by
Article Eight) or permit the Managing Member of the American General
LLC that is the issuer of the Preferred Securities of such series, or
such American General LLC, to voluntarily liquidate, dissolve or
wind-up (except, in the case of such Managing Member, in connection
with any merger or consolidation involving such Managing Member and,
in the case of such American General LLC, in connection with or after
an exchange of all outstanding series of Preferred Securities of such
American General LLC for the related series of Securities, if so
provided in the applicable Written Action);

(v) cause American General Delaware Management
Corporation or any successor thereto by merger or consolidation to
remain the Managing Member of such American General LLC and to perform
timely all of its duties as such Managing Member (including the duty
to cause such American General LLC to declare and pay dividends on
such series of Preferred Securities to the extent set forth in the
applicable LLC Agreement and the Written Action authorizing such
series of Preferred Securities); and

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(vi) if so provided in the applicable Written Action
and in the supplemental indenture, Board Resolution or other
instrument authorizing the related series of Securities pursuant to
Section 301, issue and/or deliver American General Preferred Stock or
American General Common Stock, as the case may be, upon an election by
the holder or holders of the Preferred Securities of the related
series to exchange their Preferred Securities of such series for
Securities of the related series and thereafter convert such
Securities into shares of American General Preferred Stock or American
General Common Stock.

(b) The Company also covenants that, prior to a Special Event
Exchange of a series of Preferred Securities which is then outstanding, the
Company shall not permit the Managing Member of the American General LLC that
is the issuer of such series of Preferred Securities to do any of the
following:

(i) at any time at which a Special Trustee has been
appointed with respect to such series of Preferred Securities,
directing the time, method and place of conducting any proceeding for
any remedy available to the Special Trustee or the Trustee, or the
exercise of any trust or power conferred on the Special Trustee or the
Trustee, with respect to the related series of Securities;

(ii) waiving compliance with, or any past default
under, the related series of Securities or this Indenture (to the
extent that a Holder of Securities of such series is entitled to the
benefits of the covenant or agreement waived or breached);

(iii) exercising any right to rescind or annul a
declaration that the principal of the Securities of such related
series shall be due and payable; or

(iv) consenting to any amendment, or modification of
the Securities of such related series or of this Indenture;

without, in each case, obtaining the prior approval of the holders of at least
66 2/3% of the aggregate liquidation preference of the outstanding Preferred
Securities of such series; provided, however, that, where a waiver or consent
to an amendment or modification of a Security or this Indenture under the
related series of Securities would, under this Indenture, require the waiver or
consent of each Holder of such Securities affected thereby, the Company shall
not permit such Managing Member to grant such waiver or consent without the
prior consent of each holder of the Preferred Securities of such series. The
Company shall not permit such Managing Member to revoke any action previously
authorized or approved by a vote or the consent of the holders of Preferred
Securities of such series without the approval of the holders of at least 66
2/3% of the aggregate liquidation preference of the Preferred Securities of
such series then outstanding (or, if such action required the approval of each
holder of Preferred Securities of such series, then only with the approval of
each such holder).

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SECTION 1008. STATEMENT AS TO COMPLIANCE; CERTAIN NOTICES.

(a) The Company shall deliver to the Trustee, within
120 days after the end of each fiscal year, a written statement, which
need not comply with Section 102, signed by the principal executive
officer, the principal financial officer or the principal accounting
officer of the Company, as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture.
For purposes of this Section 1008, such compliance shall be determined
without regard to any period of grace or requirement of notice under
this Indenture.

(b) The Company shall deliver to the Trustee, no
later than the Business Day on which the event occurs, written notice
of the liquidation, dissolution or winding-up of an American General
LLC if such liquidation, dissolution or winding-up would cause the
principal of one or more series of Securities related to the Preferred
Securities issued by such American General LLC to mature earlier than
the Stated Maturity of any such series of Securities.

(c) The Company shall deliver to the Trustee, within
five days after the occurrence thereof, written notice of any event
which after notice or lapse of time or both would become an Event of
Default pursuant to Section 501.

SECTION 1009. WAIVER OF CERTAIN COVENANTS.

(a) The Company may omit in any particular instance
to comply with any covenant or condition set forth in Section 1005 or
1006 and any covenant not currently included in this Indenture but
specified as applicable to a series of Securities as contemplated by
Section 301, with respect to the Securities of any series if, before
or after the time for such compliance, the Holders of a majority in
principal amount of the Outstanding Securities of such series (and,
prior to a Special Event Exchange with respect to the Securities of
such series, the holders of at least 66 2/3% of the aggregate
liquidation preference of the Preferred Securities of the related
series then outstanding) shall, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with
such covenant or condition.

(b) No waiver granted pursuant to this Section 1009
shall extend to or affect a covenant or condition except to the extent
so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force
and effect.

SECTION 1010. DEFEASANCE OF CERTAIN OBLIGATIONS.

If this Section 1010 is specified, as contemplated by Section 301, to
be applicable to Securities of any series, the Company may omit to comply with
any term, provision or condition set forth in Sections 1005 and 1006 and any
additional covenants not currently

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included in this Indenture specified as applicable to the Securities of such
series as contemplated by Section 301, if

(a) with reference to this Section 1010, the Company
has irrevocably deposited or caused to be irrevocably deposited
(except as provided in Section 402) with the Trustee, as trust funds
and/or obligations in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities of
that series, (i) money in an amount, or (ii) Government Obligations
which through the payment of interest and principal in respect thereof
in accordance with their terms, without consideration of any
reinvestment thereof, will provide not later than one day before the
due date of any payment referred to in clause (A) or (B) of this
subsection (a) money in an amount, or (iii) a combination thereof,
sufficient, as expressed in a Certificate of a Firm of Independent
Public Accountants delivered to the Trustee, to pay and discharge (A)
the principal of (and premium, if any) and interest (including any
Additional Interest) on the Outstanding Securities of that series due
on the Stated Maturity or Maturity of such principal, premium, if any,
and interest and (B) any mandatory sinking fund payments or analogous
payments applicable to Securities of such series on the day on which
such payments are due and payable in accordance with the terms of this
Indenture and of such Securities;

(b) such deposit shall not cause the Trustee with
respect to the Securities of that series to have a conflicting
interest for purposes of the Trust Indenture Act with respect to the
Securities of any series;

(c) such deposit will not result in a breach or
violation of, or constitute a default under, this Indenture or any
other agreement or instrument relating to the borrowing of money,
pursuant to which in excess of $10,000,000 principal amount is then
outstanding, to which the Company is a party or by which it is bound;

(d) such deposit would not cause the Outstanding
Securities of such series then listed on the New York Stock Exchange
to be delisted as a result thereof;

(f) the Company has delivered to the Trustee an
Opinion of Counsel to the effect that Holders of the Securities of
such series will not recognize income, gain or loss for Federal income
tax purposes as a result of such deposit and defeasance of certain
obligations and will be subject to Federal income tax on the same
amount and in the same manner and at the same times, as would have
been the case if such deposit and defeasance had not occurred;

(g) if the Securities of such series are to be
redeemed, either notice of such redemption shall have been given or
the Company shall have given the Trustee

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irrevocable direction to give notice of such redemption in the name
and at the expense of the Company, under arrangements satisfactory to
the Trustee; and

(h) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel each stating that all
conditions precedent herein provided for relating to the defeasance
contemplated by this Section have been complied with.

In the event that, subsequent to the date a defeasance is effected
pursuant to this Section 1010 with respect to Securities of any series,
Additional Amounts in excess of those established as of the date such
defeasance is effected become payable in respect of such Securities, in order
to preserve the benefits of the defeasance established hereunder with respect
to such series, the Company shall irrevocably deposit or cause to be
irrevocably deposited in accordance with the provisions of subsection (a) of
this Section 1010, within ten Business Days prior to the earlier to occur of
(i) one year after the existence of such excess Additional Amounts is
established and (ii) the date the first payment in respect of any portion of
such excess Additional Amounts becomes due, such additional funds as are
necessary to satisfy the provisions of such subsection (a) as if a defeasance
were being effected as of the date of such subsequent deposit. For purposes of
this paragraph, the existence of excess Additional Amounts shall be deemed to
have been established as of the date the governmental authority imposing the
tax, duty, assessment or other governmental charge resulting in the Additional
Amounts first publishes the legislation, regulation or other enactment adopting
such tax, duty, assessment or other governmental charge. Failure to comply
with the requirements of this paragraph shall result in the termination of the
benefits of the defeasance established by this Section 1010 with respect to the
Securities of such series.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at
the option of the Company of Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless all
Securities of such series then Outstanding are held by an American General LLC,
in which event, at least five Business Days prior to such Redemption Date and,
in any case, unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed.

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In the case of any redemption of Securities (i) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (ii) pursuant to an election of the Company
which is subject to a condition specified in the terms of such Securities, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction or condition.

SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

If less than all the Securities of any series with the same terms are
to be redeemed, the particular Securities to be redeemed shall be selected by
the Trustee, not more than 60 days prior to the Redemption Date, from the
Outstanding Securities of such series having such terms not previously called
for redemption, by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to
the minimum authorized denomination for Securities of that series or any
integral multiple thereof) of the principal amount of Securities of such series
of a denomination larger than the minimum authorized denomination for
Securities of that series.

SECTION 1104. NOTICE OF REDEMPTION.

Notice of redemption shall be given in the manner provided in Section
106, not less than 30 nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified in Section 1108 or in the Securities to
be redeemed or unless all Securities to be redeemed are held by an American
General LLC, in which event such notice shall, except as provided in Section
1108, be given at least one Business Day prior to such Redemption Date, to each
Holder of Securities to be redeemed. Failure to give such notice by mailing in
the manner therein provided to the Holder of any Security designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other such Security or portion thereof.

Any notice that is given in the manner provided in Section 106 shall
be conclusively presumed to have been duly given, whether or not the Holder of
Securities receives the notice.

All notices of redemption shall state, to the extent applicable:

(a) the Redemption Date;

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(b) the Redemption Price and accrued interest
(including Additional Interest), if any;

(c) if less than all Outstanding Securities of any
series having the same terms are to be redeemed, the identification
(and, in the case of partial redemption, the principal amount) of the
particular Security or Securities to be redeemed;

(d) in case any Security is to be redeemed in part
only, the notice which relates to such Security shall state that on
and after the Redemption Date, upon surrender of such Security, the
Holder of such Security will receive, without charge, a new Security
or Securities of authorized denominations for the principal amount
thereof remaining unredeemed;

(e) that on the Redemption Date the Redemption Price
and any accrued interest (including any Additional Interest) shall
become due and payable upon each such Security or portion thereof to
be redeemed and, if applicable, that interest thereon shall cease to
accrue on and after said date;

(f) that a Holder of Securities who desires to
convert Securities called for redemption must satisfy the requirements
for conversion contained in such Securities, the then existing
conversion price or rate, and the date and time when the option to
convert shall expire;

(g) the place or places where such Securities are to
be surrendered for payment of the Redemption Price and any accrued
interest (including any Additional Interest) pertaining thereto;

(h) that the redemption is for a sinking fund, if
such is the case; and

(i) the CUSIP number (or any other numbers used by a
Depository to identify such Securities), if any, of the Securities to
be redeemed.

SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, except in the case of a sinking fund payment under Article Twelve,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay on the Redemption Date the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) any accrued interest
(including any Additional Interest) on all the Securities or portions thereof
which are to be redeemed on that date.

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SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

If notice of redemption has been given as provided in Section 1104
(unless such notice is not required pursuant to such Section or Section 1108),
the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, together with any accrued
interest (including any Additional Interest) thereon, and from and after such
date (unless the Company shall default in the payment of the Redemption Price
or any accrued interest (including any Additional Interest)) such Securities
shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with any accrued interest (and any
Additional Interest) to the Redemption Date; provided, however, that, except as
may be otherwise provided with respect to Securities convertible into another
security in the supplemental indenture, Board Resolution or other instrument
authorizing such Securities, installments of interest on Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant Regular Record Dates or
Special Record Dates, as the case may be, according to their terms and the
provisions of Section 307.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal, any premium and, to the extent
permitted by applicable law, the interest required to be paid shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

SECTION 1107. SECURITIES REDEEMED IN PART.

Any Security which is to be redeemed only in part shall be surrendered
at any office or agency of the Company maintained for that purpose pursuant to
Section 1002 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of the same series containing identical terms and
provisions, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered. If a Security in global form
is so surrendered, the Company shall execute, and the Trustee shall
authenticate and deliver to the Depository for such Security, without service
charge, a new Security in global form in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Security in global
form so surrendered.

SECTION 1108. PERMITTED VARIATIONS.

If an American General LLC is the Holder of all the Securities of a
particular series, then, in lieu of the provisions set forth in Section 1102,
1103 and 1104, the Company and such Holder may establish such alternative
provisions with respect to such series of Securities as the

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Company and the Holder may agree and the Trustee may determine to be
acceptable. Additionally, if a series of Securities is subject to mandatory
redemption by reason of the redemption or pre-payment of the series of
Preferred Securities related to such series of Securities, then no redemption
notice need be mailed pursuant to this Article to the Holder or Holders of such
series of Securities.

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE.

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

The Company may, in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of a series required to be made
pursuant to the terms of such Securities (i) deliver Outstanding Securities of
such series (other than any of such Securities previously called for
redemption), and (ii) apply as a credit Securities of such series which have
been redeemed either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, as provided for by the terms
of such Securities; provided that such Securities so delivered or applied as a
credit have not been previously so credited. Such Securities shall be received
and credited for such purpose by the Trustee at the applicable Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

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which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering or crediting Securities of that series
pursuant to Section 1202, the basis for any such crediting, and the optional
amount, if any, to be added in cash to the next ensuing mandatory sinking fund
payment, and will also deliver to the Trustee any Securities to be so credited
and not theretofore delivered. If such Officers' Certificate shall specify an
optional amount to be added in cash to the next ensuing mandatory sinking fund
payment, the Company shall thereupon be obligated to pay the amount therein
specified. Not less than 30 days before each such sinking fund payment date
the Trustee shall, subject to Section 1108, select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
1103 and, subject to Section 1108, cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

ARTICLE THIRTEEN

SUBORDINATION

SECTION 1301. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

The Company covenants and agrees, and each Holder of a Security, by
his acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article, the payment of the
principal of, premium, if any, and interest (including all Additional Interest)
on each and all of the Securities are hereby expressly made subordinate and
subject in right of payment to the prior payment in full in cash of all Senior
Indebtedness.

SECTION 1302. PAYMENT OF PROCEEDS UPON DISSOLUTION, ETC.

Upon any payment or distribution of assets of the Company to creditors
upon any liquidation, dissolution, winding-up, reorganization, assignment for
the benefit of creditors, marshalling of assets or liabilities or any
bankruptcy, insolvency or similar proceedings of the Company (each such event,
if any, herein sometimes referred to as a "Proceeding"):

(a) the holders of Senior Indebtedness shall be
entitled to receive payment in full in cash of all amounts due on or
to become due on or in respect of all Senior Indebtedness (including
any interest accruing thereon after the commencement of any such
Proceeding, whether or not allowed as a claim against the Company in
such Proceeding), before the Holders of the Securities are entitled to
receive any payment or distribution (excluding any payment described
in the last paragraph of this Section 1302 or any payment described in
Section 1309), on account of the principal of, premium, if any, or
interest (including any Additional Interest) on the Securities or on
account of any purchase, redemption or other acquisition of Securities
by the Company or any Subsidiary of the Company (all such payments,
distributions, purchases,

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redemptions and acquisitions, whether or not in connection with a
Proceeding, herein referred to, individually and collectively, as a
"Securities Payment"); and

(b) any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or
securities, by set-off or otherwise, to which the Holders of the
Securities or the Trustee would be entitled but for the provisions of
this Article shall be paid by the liquidating trustee or agent or
other Person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly
to the holders of Senior Indebtedness or the Designated Senior
Holders, ratably according to the aggregate amounts remaining unpaid
on account of the Senior Indebtedness held or represented by each, to
the extent necessary to make payment in full in cash of all Senior
Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received in
connection with any Proceeding any Securities Payment before all Senior
Indebtedness is paid in full or payment thereof is provided for in cash, then
and in such event such Securities Payment shall be paid over or delivered
forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for application to the payment of all Senior Indebtedness
remaining unpaid, to the extent necessary to pay all Senior Indebtedness in
full in cash after giving effect to any concurrent payment to or for the
holders of Senior Indebtedness.

For purposes of this Article only, the words "payment or distribution"
or "any payment or distribution of any kind or character, whether in cash,
property or securities" shall not be deemed to include a payment or
distribution of stock or securities of the Company provided for by a plan of
reorganization or readjustment authorized by an order or decree of a court of
competent jurisdiction in a reorganization proceeding under any applicable
bankruptcy law or of any other corporation provided for by such plan of
reorganization or readjustment, which stock or securities are subordinated in
right of payment to all then outstanding Senior Indebtedness to substantially
the same extent, or to a greater extent than, the Securities are so
subordinated as provided in this Article. The consolidation of the Company
with, or the merger of the Company into, another Person or the liquidation or
dissolution of the Company following the conveyance, transfer or lease of all
or substantially all of its properties and assets to another Person upon the
terms and conditions set forth in Article Eight shall not be deemed a
Proceeding for the purposes of this Section if the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance, transfer or lease such properties and assets, as the case may
be, shall, as a part of such consolidation, merger, conveyance, transfer or
lease, comply with the conditions set forth in Article Eight.

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SECTION 1303. NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.

In the event that any Senior Payment Default (as defined below) shall
have occurred and be continuing, then no Securities Payment shall be made,
unless and until such Senior Payment Default shall have been cured or waived in
writing or shall have ceased to exist or all amounts then due and payable in
respect of such Senior Indebtedness (including, without limitation, amounts
that have become and remain due by acceleration) shall have been paid in full
in cash. "Senior Payment Default" means any default in the payment of the
principal of, premium, if any, or interest on any Senior Indebtedness when due,
whether at the stated maturity of any such payment or by declaration of
acceleration, call for redemption, notice of the exercise of an option to
require such repayment, mandatory payment or prepayment or otherwise.

In the event that any Senior Nonmonetary Default (as defined below)
shall have occurred and be continuing, then, upon the receipt by the Company or
the Trustee of written notice of such Senior Nonmonetary Default from any
holder or the Designated Senior Holder of the Senior Indebtedness to which such
Senior Nonmonetary Default relates, no Securities Payment shall be made during
the period (the "Payment Blockage Period") commencing on the date of such
receipt by the Company or the Trustee of such written notice and ending on the
earlier of (i) the date, if any, on which the Senior Indebtedness to which such
Senior Nonmonetary Default relates is discharged or such Senior Nonmonetary
Default shall have been cured or waived in writing or shall have ceased to
exist and any acceleration of Senior Indebtedness to which such Senior
Nonmonetary Default relates shall have been rescinded or annulled and (ii) the
179th day after the date of such receipt of such written notice. No more than
one Payment Blockage Period may be commenced with respect to the Securities
during any period of 360 consecutive days and there shall be a period of at
least 181 consecutive days in each period of 360 consecutive days when no
Payment Blockage Period is in effect. Following the commencement of any
Payment Blockage Period, the holders of Senior Indebtedness shall be precluded
from commencing a subsequent Payment Blockage Period until the conditions set
forth in the preceding sentence shall have been satisfied. For all purposes of
this paragraph, no Senior Nonmonetary Default that existed or was continuing on
the date of commencement of any Payment Blockage Period with respect to the
Senior Indebtedness initiating such Payment Blockage Period shall be, or may be
made, the basis for the commencement of a subsequent Payment Blockage Period by
any holder of Senior Indebtedness or a Designated Senior Holder unless such
Senior Nonmonetary Default shall have been cured for a period of not less than
90 consecutive days. "Senior Nonmonetary Default" means any default (other
than a Senior Payment Default) or any event (other than a Senior Payment
Default) which, after notice or lapse of time (or both), would become an event
of default, under the terms of any instrument or agreement pursuant to which
any Senior Indebtedness is outstanding, permitting one or more holders of such
Senior Indebtedness or a Designated Senior Holder to declare such Senior
Indebtedness due and payable prior to the date on which it would otherwise
become due and payable.

In the event that, notwithstanding the foregoing, the Company shall
make any Securities Payment to the Trustee or any Holder prohibited by the
foregoing provisions of this Section,

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then in such event such Securities Payment shall be held in trust and paid over
and delivered forthwith to the Designated Senior Holders under the Senior
Indebtedness or, if there is no Designated Senior Holder with respect to such
Senior Indebtedness, to the holders of such Senior Indebtedness.

The provisions of this Section shall not apply to any Securities
Payment with respect to which Section 1302 hereof would be applicable.

SECTION 1304. PAYMENT PERMITTED IF NO DEFAULT.

Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent the Company, at any time except during the
pendency of any Proceeding referred to in Section 1302 hereof or under the
conditions described in Section 1303 hereof, from making Securities Payments.
Nothing in this Article shall have any effect on the right of the Holders or
the Trustee to accelerate the maturity of the Securities upon the occurrence of
an Event of Default, but, in that event, no payment may be made in violation of
the provisions of this Article with respect to the Securities. If payment of
the Securities is accelerated because of an Event of Default, the Company shall
promptly notify the holders of the Senior Indebtedness (or their
representatives) of such acceleration.

SECTION 1305. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

Subject to the payment in full in cash of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments and distributions of cash,
property and securities applicable to the Senior Indebtedness until the
principal of, premium, if any, and interest (including Additional Interest) on
the Securities shall be paid in full. For purposes of such subrogation, no
payments or distributions to the holders of the Senior Indebtedness of any
cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments pursuant to the provisions of this Article to the holders of Senior
Indebtedness by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Indebtedness and the
Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Indebtedness.

SECTION 1306. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Indebtedness on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights
under this Article of the holders of Senior Indebtedness, is intended to rank
equally with all other general obligations of the Company), to pay to the
Holders of the Securities the principal of, premium,

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if any, and interest (including Additional Interest) on the Securities as and
when the same shall become due and payable in accordance with their terms; or
(b) affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than the holders of Senior
Indebtedness; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness to receive cash, property and securities
otherwise payable or deliverable to the Trustee or such Holder or, under the
conditions specified in Section 1303, to prevent any payment prohibited by such
Section or enforce their rights pursuant to the penultimate paragraph in
Section 1303.

SECTION 1307. TRUSTEE TO EFFECTUATE SUBORDINATION.

Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company, whether in bankruptcy, insolvency, receivership
proceedings, or otherwise, the timely filing of a claim for the unpaid balance
of the indebtedness of the Company owing to such Holder in the form required in
such proceedings and the causing of such claim to be approved. If the Trustee
does not file a proper claim at least 30 days before the expiration of the time
to file such claim, then the holders of the Senior Indebtedness and their
agents, trustees or other representatives are authorized to do so (but shall in
no event be liable for any failure to do so) for and on behalf of the Holders
of the Securities.

SECTION 1308. NO WAIVER OF SUBORDINATION PROVISIONS.

No right of any present or future holder of any Senior Indebtedness to
enforce the subordination provisions provided herein shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof any such holder may have or
be otherwise charged with.

Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
or the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding; (ii) permit the Company to
borrow, repay and then reborrow any or all of the Senior Indebtedness; (iii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing Senior Indebtedness; (iv) release any Person liable in
any manner for the collection

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of Senior Indebtedness; (v) exercise or refrain from exercising any rights
against the Company and any other Person; and (vi) apply any sums received by
them to Senior Indebtedness.

SECTION 1309. TRUST MONEYS NOT SUBORDINATED.

Notwithstanding anything contained herein to the contrary, payments
from money or the proceeds of Government Obligations held in trust by the
Trustee under Article Four, under Section 1010, or under a supplemental
indenture containing the provisions described in Section 901(i) for the payment
of the principal of, premium, if any, and interest (including Additional
Interest) on any series of Securities shall not be subordinated to the prior
payment of any Senior Indebtedness or subject to the restrictions set forth in
this Article, and no Holder of such Securities nor the Trustee shall be
obligated to pay over any such amount to the Company, any holder of Senior
Indebtedness, any Designated Senior Holder or any other creditor of the
Company.

SECTION 1310. NOTICE TO TRUSTEE.

The Company shall give prompt written notice to the Trustee of any
fact known to the Company that would prohibit the making of any payment to or
by the Trustee in respect of the Securities or that would end such prohibition.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that which would prohibit the making of any payment to or by the
Trustee in respect of the Securities or that would end such prohibition, unless
and until a Responsible Officer of the Trustee assigned to its Corporate
Trustee Administration Department (or in the absence of such a department, any
Responsible Officer of the Trustee) shall have received written notice thereof
from the Company, any holder of Senior Indebtedness or any Designated Senior
Holder; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 601 hereof, shall be entitled in all
respects to assume that no such facts exist; provided, however, that, if prior
to the close of business on the Business Day immediately preceding the date
upon which by the terms hereof any monies become payable hereunder (including,
without limitation, the payment of either the principal of, premium, if any, or
interest on a Security), the Trustee or any Paying Agent shall not have
received with respect to such monies the notice provided for in this Section
1310, then, anything herein contained to the contrary notwithstanding, the
Trustee or such Paying Agent shall have full power and authority to receive
such monies and apply the same to the purpose for which they were received on
the date payment is due and, unless such payment is not made on that date,
shall not be affected by any notice to the contrary which may be received by it
on or after the date upon which such monies become due and payable. Any notice
required or permitted to be given to the Trustee by the Company, a holder of
Senior Indebtedness or any Designated Senior Holder shall be in writing and
shall be sufficient for every purpose hereunder if in writing and either (i)
sent via facsimile to the Trustee to a facsimile number provided by the
Trustee, the receipt of which shall be confirmed via telephone, or (ii) mailed,
first class postage prepaid, or sent by overnight carrier, to the Trustee
addressed to it, attention of its Corporate Trustee Administration Department,
at the address of its principal corporate trust office specified in the first
paragraph of this Indenture or at any other address furnished

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in writing to the Company, such holder of Senior Indebtedness or such
Designated Senior Holder.

Subject to the provisions of Section 601 hereof, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness or Designated Senior
Holder to establish that such notice has been given by such holder of Senior
Indebtedness or Designated Senior Holder. In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person representing himself to be a holder of Senior Indebtedness
or Designated Senior Holder to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, or if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

SECTION 1311. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
LIQUIDATING AGENT.

Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 601 hereof,
and the Holders of the Securities shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such Proceeding
is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or
to the Holders of Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Senior Indebtedness, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article, provided that the foregoing shall apply only if such court has
been apprised of the provisions of this Article.

SECTION 1312. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS.

Subject to the provisions of Section 601, the Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and
shall not be liable to any such holders if it shall in good faith mistakenly
pay over or distribute to Holders of Securities or to the Company or to any
other Person cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article or otherwise.

SECTION 1313. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS.

The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it, to the

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same extent as any other holder of Senior Indebtedness, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.

Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607 hereof.

SECTION 1314. ARTICLE APPLICABLE TO PAYING AGENTS.

In case at any time any Paying Agent other than the Trustee (or the
Company or an Affiliate of the Company) shall have been appointed by the
Company and be then acting hereunder, the term "Trustee" as used in this
Article shall in such case (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee.

SECTION 1315. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON
SUBORDINATION PROVISIONS.

Each Holder by accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness, whether such
Senior Indebtedness was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such
Senior Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Senior Indebtedness.

ARTICLE FOURTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1401. APPLICABILITY OF ARTICLE.

If a supplemental indenture, Board Resolution or other instrument
authorizing a series of Securities pursuant to Section 301 provides that a
meeting of Holders of Securities of such series shall be called pursuant to
this Article to make, give or take any request, demand, authorization,
direction, notice, consent, approval, waiver or other action specified in such
supplemental indenture, Board Resolution or other instrument, then the
provisions of this Article shall be applicable except as otherwise specified in
such supplemental indenture, Board Resolution or other instrument.

SECTION 1402. CALL, NOTICE AND PLACE OF MEETINGS.

(a) If a supplemental indenture, Board Resolution or other
instrument authorizing a series of Securities provides that the Trustee shall
call a meeting of the Holders of such

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Securities, then, upon the satisfaction of any notice requirements or other
conditions specified in such supplemental indenture, Board Resolution or other
instrument, the Trustee shall call a meeting of Holders of Securities of such
series for the purpose specified in such supplemental indenture, Board
Resolution or other instrument, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, or in such other place within
the United States as the Trustee shall determine. Notice of every meeting of
Holders of Securities of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 106, not less than
10 nor more than 180 days prior to the date fixed for the meeting.

(b) If the Trustee shall not have mailed the notice of such
meeting within 14 days after the date specified in such supplemental indenture,
Board Resolution or other instrument or shall not thereafter proceed to cause
the meeting to be held, then the Company or the Holders of at least 10% in
aggregate principal amount of the Outstanding Securities of such series, as the
case may be, may determine the time and the place in the Borough of Manhattan,
The City of New York, for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in subsection (a) of this
Section.

SECTION 1403. PERSONS ENTITLED TO VOTE AT MEETINGS.

To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (i) a Holder of one or more Outstanding Securities of
such series, or (ii) a Person appointed by an instrument in writing as proxy
for a Holder or Holders of one or more Outstanding Securities of such series by
such Holder or Holders. The only Persons who shall be entitled to be present or
to speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.

SECTION 1404. QUORUM; ACTION.

The Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series; provided, however, that if any
action is to be taken at such meeting which the supplemental indenture, Board
Resolution or other instrument authorizing such series of Securities expressly
provides may be given by the Holders of not less than 66 2/3%, or a greater
percentage, in aggregate principal amount of the Outstanding Securities of such
series, then with respect to such action (and only such action), the Persons
entitled to vote 66 2/3%, or such greater percentage, in aggregate principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1402(a), except that such notice shall be
given not less than five days prior to the date on which the meeting is
scheduled to be reconvened. Notice of the reconvening of an adjourned meeting
shall state expressly the

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percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum with respect to each
action to be considered at such meeting.

Any resolution presented to a meeting duly convened or an adjourned
meeting duly reconvened at which a quorum is present may be adopted only by the
affirmative vote of the Holders of the percentage in aggregate principal amount
of the Outstanding Securities of the applicable series specified in the
supplemental indenture, Board Resolution or other instrument authorizing such
series or herein as being required to take such action.

Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series, whether or not present
or represented at the meeting.

SECTION 1405. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
OF MEETINGS.

(b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1402(b), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each minimum authorized denomination of
Securities of such series held or represented by him; provided, however, that
no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be
not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

(d) Any meeting of Holders of Securities of any series duly
called pursuant to Section 1402 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in aggregate principal
amount of the Outstanding Securities of such series represented at the meeting;
and the meeting may be held as so adjourned without further notice.

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SECTION 1406. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

ARTICLE FIFTEEN

MISCELLANEOUS PROVISIONS

SECTION 1501. NO RECOURSE AGAINST OTHERS.

SECTION 1502. SET-OFF.

Notwithstanding anything to the contrary in this Indenture or in any
Security of any series, prior to a Special Event Exchange with respect to a
series of Preferred Securities, the Company shall have the right to set-off and
apply against any payment it is otherwise required to make hereunder or
thereunder with respect to the principal of, premium, if any, or interest
(including any Additional Interest) on the Securities of such series with and
to the extent the Company has theretofore made, or is concurrently on the date
of such payment making, a payment with respect to the Preferred Securities of
the series related to such series of Securities under the applicable Guarantee
to provide funds to the applicable American General LLC to pay dividends on, or
the redemption price or liquidation preference of, such series of Preferred
Securities. Contemporaneously with, or as promptly as practicable after, any
such payment under such Guarantee to pay dividends on, or the redemption price
or the liquidation preference

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of, a series of Preferred Securities, the Company shall deliver to the Trustee
an Officers' Certificate (upon which the Trustee shall be entitled to rely
conclusively without any requirement to investigate the facts contained
therein) to the effect that such payment has been made and that, as a result of
such payment, the corresponding payment under the related series of Securities
has been set-off in accordance with this Section 1502.

SECTION 1503. ASSIGNMENT; BINDING EFFECT.

The Company shall have the right at all times to assign any of its
rights or obligations under this Indenture to a direct or indirect wholly-owned
Subsidiary of the Company, provided that, in the event of any such assignment,
the Company shall remain primarily liable for the performance of all such
obligations. This Indenture may also be assigned by the Company in connection
with a transaction described in Article Eight. This Indenture shall be binding
upon and inure to the benefit of the Company, the Trustee, the Holders, any
Security Registrar, Paying Agent, and Authenticating Agent and, to the extent
specifically set forth herein, the holders of Senior Indebtedness and their
respective successors and assigns. The provisions of Section 903(a) (to the
extent relating to Preferred Securities), Section 1006 and Section 1007 are for
the benefit of the holders of the series of Preferred Securities referred to
therein and, prior to a Special Event Exchange with respect to such series, may
be enforced by such holders. A holder of a Preferred Security shall not have
the right, as such a holder, to enforce any other provision of this Indenture.

SECTION 1504. ADDITIONAL INTEREST.

Whenever there is mentioned in this Indenture, in any context, the
payment of the principal of, premium, if any, or interest on, or in respect of,
any Security of any series, such mention shall be deemed to include mention of
the payment of Additional Interest provided for by the terms of such series of
Securities to the extent that, in such context, Additional Interest is, were or
would be payable in respect thereof pursuant to such terms and express mention
of the payment of Additional Interest in any provisions hereof shall not be
construed as excluding Additional Interest in those provisions hereof where
such express mention is not made.
* * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

AMERICAN GENERAL CORPORATION
[CORPORATE SEAL]

By:______________________________________

Attest:
By:______________________________________

______________________________

CHEMICAL BANK

[CORPORATE SEAL]

By:______________________________________
______________________________________
Attest:

______________________________

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<PAGE> 97
STATE OF TEXAS: Section
Section
COUNTY OF HARRIS: Section

On the ____ day of ________________, 1995, before me
personally came _______________, to me known, who, being by me duly sworn, did
depose and say that he is _________________________________________________ of
AMERICAN GENERAL CORPORATION, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.

_________________________________________
Notary Public

STATE OF TEXAS: Section
Section
COUNTY OF HARRIS: Section

On the ____ day of ________________, 1995, before me
personally came ________________, to me known, who, being by me duly sworn, did
depose and say that he is ____________________________ of AMERICAN GENERAL
CORPORATION, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

_________________________________________
Notary Public

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STATE OF NEW YORK: Section
Section
COUNTY OF NEW YORK: Section

On the _____ day of _________________, 1995, before me
personally came _________________________, to me known, who, being by me duly
sworn, did depose and say that he resides at ___________________,
_________________; that he is a _______________________ of Chemical Bank, one
of the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.

_________________________________________
Notary Public

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<PAGE> 1
EXHIBIT 4(K)

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMERICAN GENERAL DELAWARE, L.L.C.

DATED AS OF MAY 24, 1995

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
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ARTICLE I

DEFINED TERMS

Section 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE II

CONTINUATION AND TERM; ADMISSION OF MEMBERS

Section 2.1. Continuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.2. Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.3. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.4. Registered Agent and Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.5. Principal Place of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.6. Qualification in Other Jurisdictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.7. Admission of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.8. Merger, Consolidation, etc. of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE III

PURPOSE AND POWERS OF THE COMPANY

Section 3.1. Purpose and Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE IV

CAPITAL CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS

Section 4.1. Form of Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.2. Contributions by the Common Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.3. Contributions by the Preferred Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.4. Investment Of Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.5. Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.6. General Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.7. Special Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.8. Allocations For Income Tax Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.9. Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.10. Allocation of Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.11. Interests as Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>

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<PAGE> 3

<TABLE>
<CAPTION>
<S> <C>
ARTICLE V

MEMBERS

Section 5.1. Powers of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 5.2. Partition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 5.3. Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VI

MANAGEMENT

Section 6.1. Management of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 6.2. Reliance by Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.3. No Management by any Preferred Members or American General . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.4. Preferred Members May Appoint a Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.5. Business Transactions of the Managing Member with the Company . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.6. Outside Businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VII

COMMON SECURITIES AND PREFERRED SECURITIES

Section 7.1. Common Securities and Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 7.2. Persons Deemed Preferred Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE VIII

VOTING AND MEETINGS

Section 8.1. Voting Rights of Holders of Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 8.2. Voting Rights of Holders of Common Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 8.3. Meetings of the Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE IX

DIVIDENDS

Section 9.1. Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 9.2. Limitations on Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 9.3. Certain Restrictions on the Payment of Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
</TABLE>

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ARTICLE X

BOOKS AND RECORDS

Section 10.1. Books and Records; Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 10.2. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 10.3. Limitation on Access to Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE XI

TAX MATTERS

Section 11.1. Company Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 11.2. Tax Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 11.3. Taxation as Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE XII

EXPENSES

Section 12.1. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE XIII

LIABILITY

Section 13.1. Liability of Common Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 13.2. Liability of Preferred Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE XIV

ASSIGNMENT OF INTERESTS

Section 14.1. Assignment of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 14.2. Right of Assignee to Become a Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 14.3. Events of Cessation of Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE XV

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 15.1. No Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 15.2. Events Causing Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 15.3. Notice of Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 15.4. Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 15.5. Certain Restrictions on Liquidation Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 15.6. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
</TABLE>

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ARTICLE XVI

MISCELLANEOUS

Section 16.1. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 16.2. Successors; Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 16.3. Governing Law; Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 16.4. Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 16.5. Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 16.6. Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 16.7. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 16.8. Additional Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 16.9. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
</TABLE>

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<PAGE> 6

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
AMERICAN GENERAL DELAWARE, L.L.C.

This Amended and Restated Limited Liability Company Agreement of
American General Delaware, L.L.C. (the "Company") is made as of May 24, 1995,
among American General Corporation ("American General") and American General
Delaware Management Corporation ("American General Manager"), as current
Members (as defined below) of the Company and the Persons (as defined below)
who become Members of the Company in accordance with the provisions hereof.

WHEREAS, American General and American General Capital Services, Inc.
("AGCSI") have heretofore formed a limited liability company pursuant to the
Delaware Limited Liability Company Act. 6 Del. C. Section 18-101, et seq., as
amended from time to time (the "Delaware Act"), by filing a Certificate of
Formation of the Company with the office of the Secretary of State of the State
of Delaware on March 28, 1995, and entering into a Limited Liability Company
Agreement of the Company dated as of March 28, 1995 (the "Original Limited
Liability Company Agreement"); and

WHEREAS, on April 20, 1995, American General Manager was admitted as a
member of the Company; and

WHEREAS, on April 20, 1995, AGCSI resigned as a Member of the Company
and all of AGCSI's interest in the Company was redeemed and cancelled; and

WHEREAS, on April 20, 1995, American General and American General
Manager entered into the First Amendment to the Limited Liability Company
Agreement; and

WHEREAS, the Members desire to continue the Company as a limited
liability company under the Delaware Act and to amend and restate the Original
Limited Liability Company Agreement, as amended, in its entirety.

NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Members hereby amend and
restate the Original Limited Liability Company Agreement, as amended, in its
entirety and agree as follows:
<PAGE> 7
ARTICLE I

DEFINED TERMS

SECTION 1.1. DEFINITIONS. The terms defined in this Article I shall,
for the purposes of this Agreement, have the meanings herein specified.

"Additional Dividends" shall have the meaning, if any, set
forth in the Preferred Securities Designation with respect to a series of
Preferred Securities. Such term shall apply to a series of Preferred
Securities only if and to the extent set forth in the related Preferred
Securities Designation.

"Adjusted Capital Account" means the Capital Account
established for a Member, as the same is specially computed to reflect the
adjustments required or permitted by the Treasury Regulations under Section
704(b) of the Code to be taken into account in applying the second sentence of
section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations.

"Affiliate" means with respect to a specified Person, any
Person that directly or indirectly controls, is controlled by, or is under
common control with, the specified Person. As used in this definition, the
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise.

"Agreement" means this Amended and Restated Limited Liability
Company Agreement of the Company, as amended, modified, supplemented or
restated from time to time.

"American General Common Stock" means the Common Stock, par
value $.50 per share, of American General.

"American General Preferred Stock" means the Preferred Stock,
par value $1.50 per share, of American General.

"Capital Account" shall have the meaning set forth in
Section 4.5.

"Certificate" means the Certificate of Formation referred to
in the first recital of this Agreement and any and all amendments thereto and
restatements thereof filed on behalf of the Company with the office of the
Secretary of State of the State of Delaware pursuant to the Delaware Act.

"Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any corresponding federal tax statute enacted after the
date of this Agreement. A reference to a specific section (Section) of the
Code refers not only to such specific section but also to any corresponding
provision of any federal tax statute enacted after the date of this Agreement,
as such specific section or corresponding provision is in effect on the date of
application of the provisions of this Agreement containing such reference.

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<PAGE> 8
"Common Member" means a Member that holds one or more Common
Securities.

"Common Securities" means the Interests in the Company which
represent common limited liability company interests in the Company and are
described in this Agreement.

"Company Distribution Account" shall have the meaning set
forth in Section 4.4 of this Agreement.

"Company Dividend Junior Securities" shall have the meaning
set forth in Section 9.3 of this Agreement.

"Company Dividend Parity Securities" shall have the meaning
set forth in Section 9.3 of this Agreement.

"Company Liquidation Parity Securities" shall have the meaning
set forth in Section 15.5 of this Agreement.

"Covered Person" means the Managing Member, any Affiliate of
the Managing Member or any officers, directors, managers, shareholders,
partners, members, employees, representatives or agents of the Managing Member,
or any employee or agent of the Company or its Affiliates.

"Debentures" means the Debentures evidencing the loans to
American General from the Company of substantially all of the Proceeds of the
issuances of Interests and related capital contributions.

"Dividend Payment Date" has the meaning set forth in
Section 9.1(c) of this Agreement.

"Eligible Investment Account" means either (a) a segregated
account with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the laws
of the United States of America or any one of the states thereof or the
District of Columbia (or any domestic branch of a foreign bank), having
corporate trust powers and acting as trustee for funds deposited in such
account, so long as any of the securities of such depository institution shall
have a credit rating from each Rating Agency in one of its generic rating
categories which signifies investment grade.

"Eligible Institution" means (a) the Fiscal Agent or (b) a
depository institution organized under the laws of the United States of America
or any one of the states thereof or the District of Columbia (or any domestic
branch of a foreign bank), (1) (i) which has either (A) a long-term unsecured
debt rating of AAA or better by S&P and Aaa or better by Moody's or (B) a
short-term unsecured debt rating or a certificate of deposit rating of A-1+ or
better by S&P and P-1 or better by Moody's and (ii) whose deposits are insured

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<PAGE> 9
by the FDIC or (2) (i) the parent of which has a long-term or short-term
unsecured debt rating which signifies investment grade and (ii) whose deposits
are insured by the FDIC.

"Eligible Investments" mean book-entry securities, negotiable
instruments, cash or securities represented by instruments in bearer or
registered form which evidence:

(a) any security issued or guaranteed as to principal or
interest by the United States, or by a person controlled or supervised
by and acting as an instrumentality of the Government of the United
States pursuant to authority granted by the Congress of the United
States, or any certificate of deposit for any of the foregoing;

(b) commercial paper having, at the time of the
investment or contractual commitment to invest therein, a rating from
each of S&P, Moody's and, if rated by Fitch, Fitch in the highest
investment rating category granted thereby and having a maturity not
in excess of nine months;

(d) repurchase obligations with respect to any security
that is a direct obligation of, or fully guaranteed by, the Government
of the United States of America or any agency or instrumentality
thereof, the obligations of which are backed by the full faith and
credit of the United States of America, in either case entered into
with a depository institution or trust company which is an Eligible
Institution and the deposits of which are insured by the FDIC; and

(e) any other security which is identified as a permitted
investment of a finance subsidiary pursuant to Rule 3a-5 under the
Investment Company Act of 1940, as amended, at the time it is acquired
by the Company.

"FDIC" means the Federal Deposit Insurance Corporation or any
successor thereto.

"Fiscal Period" means a calendar month.

"Fitch" means Fitch Investors Service, Inc. or any successor
thereto.

"Guarantee" means the Guarantee Agreement to be entered into
by American General for the benefit of the Preferred Members, as amended from
time to time.

"Indemnified Person" means each Common Member, any Affiliate
of such Common Member or any officers, directors, managers, shareholders,
partners, members, employees, representatives or agents of such Common Member,
or any employee or agent of the Company or its Affiliates.

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<PAGE> 10

"Indenture" means the Indenture dated as of May 15, 1995,
between American General and Chemical Bank, as trustee, pursuant to which the
Debentures will be issued, as amended, modified or supplemented from time to
time.

"Interest" means a limited liability company interest in the
Company, including the right of the holder thereof to any and all benefits to
which a Member may be entitled as provided in this Agreement, together with the
obligations of a Member to comply with all of the terms and provisions of this
Agreement.

"Liquidation Distribution" shall have the meaning set forth in
Section 15.5 of this Agreement.

"LP Act" means the Delaware Revised Uniform Limited
Partnership Act. 6 Del C. Section 17-101, et seq., as amended from time to
time.

"Majority [Or Other Stated Percentage] in Liquidation
Preference" means Preferred Members who are the record owners of Preferred
Securities whose aggregate liquidation preferences represent more than 50% or
not less than such stated percentage of the aggregate liquidation preference of
all Preferred Securities of any particular series or all series, as the context
requires, then outstanding.

"Managing Member" means American General Manager, in its
capacity as the manager of the Company and as a Member that holds Common
Securities.

"Member" means any Person that holds an Interest in the
Company and is admitted as a member of the Company pursuant to the provisions
of this Agreement, in its capacity as a member of the Company. For purposes of
the Delaware Act, the Common Members and the Preferred Members shall constitute
separate classes or groups of Members.

"Moody's" means Moody's Investors Service, Inc. or any
successor thereto.

"Net Income" and "Net Loss", respectively, for any Fiscal
Period means the income and loss, respectively, of the Company for such Fiscal
Period as determined in accordance with the method of accounting followed by
the Company for federal income tax purposes, including, for all purposes, any
tax-exempt income and any expenditures of the Company which are described in
Section 705(a)(2)(B) of the Code (or treated as so described under Section
1.704-1(b)(2)(iv)(i) of the Treasury Regulations); provided, however, that any
item allocated under Section 4.7 shall be excluded from the computation of Net
Income and Net Loss.

"Person" means any individual, corporation, association,
partnership (general or limited), joint venture, trust, estate, limited
liability company, or other legal entity or organization.

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<PAGE> 11
"Preferred Certificate" means a certificate evidencing the
Preferred Securities held by a Preferred Member.

"Preferred Member" means a Member that holds one or more
Preferred Securities.

"Preferred Securities" means the Interests which represent
preferred limited liability company interests in the Company and are described
in this Agreement.

"Preferred Securities Designation" means any written action of
the Managing Member pursuant to Section 7.1(b) of this Agreement providing for
the issue of a series of Preferred Securities.

"Rating Agencies" means Fitch, Moody's and S&P.

"S&P" means Standard & Poor's Ratings Group or any successor
thereof.

"Tax Matters Partner" means the Managing Member designated as
such in Section 11.1(b) of this Agreement.

"Third Party Creditors" shall have the meaning set forth in
Section 13.1 of this Agreement.

SECTION 1.2. HEADINGS. The headings and subheadings in this
Agreement are included for convenience and identification only and are in no way
intended to describe, interpret, define or limit the scope, extent or intent of
this Agreement or any provision hereof.

ARTICLE II

CONTINUATION AND TERM; ADMISSION OF MEMBERS

SECTION 2.1. CONTINUATION.

(a) The Members hereby agree to continue the Company as a
limited liability company under and pursuant to the provisions of the Delaware
Act and agree that the rights, duties and liabilities of the Members shall be
as provided in the Delaware Act, except as otherwise provided herein.

(b) Upon the execution of this Agreement, American
General and American General Manager shall continue to be Members and shall
each be designated as a Common Member and shall together be the holders of all
of the Common Securities.

(c) The Managing Member, as an authorized person within
the meaning of the Delaware Act, shall execute, deliver and file any and all
amendments to and restatements of the Certificate.

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<PAGE> 12
SECTION 2.2. NAME. The name of the Company heretofore formed and
continued hereby is American General Delaware, L.L.C. The business of the
Company may be conducted upon compliance with all applicable laws under any
other name designated by the Managing Member.

SECTION 2.3. TERM. The term of the Company commenced on the date the
Certificate was filed in the office of the Secretary of State of the State of
Delaware and shall continue until December 31, 2050, unless dissolved before
such date in accordance with the provisions of this Agreement.

SECTION 2.4. REGISTERED AGENT AND OFFICE. The Company's registered
agent and office in Delaware shall be The Corporation Trust Company, 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801. At any time, the
Managing Member may designate another registered agent and/or registered office.

SECTION 2.5. PRINCIPAL PLACE OF BUSINESS. The principal place of
business of the Company shall be at 2099 South Dupont Avenue, Dover, Delaware
19901. The Managing Member may change the location of the Company's principal
place of business.

SECTION 2.6. QUALIFICATION IN OTHER JURISDICTIONS. The Managing
Member shall cause the Company to be qualified, formed or registered under
assumed or fictitious name statutes or similar laws in any jurisdiction in which
the Company conducts business and in which such qualification, formation or
registration is required by law or deemed advisable by the Managing Member. The
Managing Member, as an authorized person within the meaning of the Delaware Act,
shall execute, deliver and file any certificates (and any amendments and/or
restatements thereof) necessary for the Company to qualify to do business in a
jurisdiction in which the Company may wish to conduct business.

SECTION 2.7. ADMISSION OF MEMBERS.

(a) Subject to Section 2.1(b) of this Agreement, a Person
shall be admitted as a Member and shall become bound by the terms of this
Agreement, without execution of this Agreement, if such Person (or a
representative authorized by such Person orally, in writing or by other action
such as payment for an Interest) complies with the conditions for becoming a
Member as set forth in Section 2.7(b) and requests (which request shall be
deemed to have been made upon acquisition of an Interest directly from the
Company or upon an assignment of an Interest from another Person) that the
records of the Company reflect such admission. The Company shall be promptly
notified of any assignment of an Interest.

The Company will reflect the admission of a Member in the
records of the Company as soon as is reasonably practicable after either of the
following events: (i) in the case of a Person acquiring an Interest directly
from the Company, at the time of payment therefor, and (ii) in the case of an
assignment, upon notification thereof (the Company being entitled to assume, in
the absence of knowledge to the contrary, that proper payment has been made by
the assignee).

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<PAGE> 13
(b) Subject to the restrictions on transfer of Common
Securities set forth in Sections 7.1(e) and 14.1 of this Agreement, whether
acquiring an Interest directly from the Company or by assignment, a Person
shall be admitted as a Member upon the acquisition or assignment, as the case
may be, of such Interest and the reflection of such Person's admission as a
Member on the registration books maintained by or on behalf of the Company.
The consent of any other Member shall not be required for the admission of a
Member.

SECTION 2.8. MERGER, CONSOLIDATION, ETC. OF THE COMPANY. The Company
may not consolidate with, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets as an entirety or substantially as
an entirety to any Person, except with the prior approval of Preferred Members
holding not less than 66-2/3% in Liquidation Preference of the Preferred
Securities of each series or except as set forth in this Section 2.8. The
Company may, without the consent of Preferred Members, consolidate with, merge
with or into, or be replaced by, or convey, transfer or lease its properties and
assets as an entirety or substantially as an entirety to, a limited liability
company, limited partnership or trust organized as such under the laws of any
state of the United States of America or the District of Columbia, provided that
(i) such successor entity either (x) expressly assumes all of the obligations of
the Company under the Preferred Securities or (y) substitutes for the Preferred
Securities of each series other securities having substantially the same terms
as such Preferred Securities of each series (the "Successor Securities") so long
as the Successor Securities rank, with respect to participation in the profits
or assets of the successor entity, at least as high as the Preferred Securities
of the related series rank with respect to payment of dividends and distribution
of assets upon the liquidation, dissolution or winding-up of the Company, (ii)
American General expressly acknowledges such successor entity as the holder of
Debentures relating to such Preferred Securities and its obligations under the
Guarantee with respect to the Successor Securities, (iii) such merger,
consolidation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities or the Successor Securities, if any, to be delisted (or, in
the case of any Successor Securities, to fail to be listed) by any national
securities exchange or other organization on which such Preferred Securities are
then listed, (iv) such merger, consolidation, replacement, conveyance, transfer
or lease does not cause the Preferred Securities or Successor Securities, if
any, to be downgraded by any "nationally recognized statistical rating
organization," as that term is defined by the Securities and Exchange Commission
for purposes of Rule 436(g)(2) under the Securities Act of 1933, as amended, (v)
such merger, consolidation, replacement, conveyance, transfer or lease does not
adversely affect the powers, preferences and other special rights of Preferred
Members or the holders of the Successor Securities, if any, in any material
respect (other than with respect to any dilution of the holders' interest in the
new entity) and (vi) prior to such merger, consolidation, replacement,
conveyance, transfer or lease, American General has received an opinion of
nationally recognized independent legal counsel to the Company experienced in
such matters to the effect that (x) such successor entity will be treated as a
partnership or as a grantor trust, as appropriate, for federal income tax
purposes, (y) following such merger, consolidation, replacement, conveyance,
transfer or lease, American General and such successor entity will be in
compliance with the Investment Company Act of 1940, as amended, without
registering thereunder as an investment

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<PAGE> 14
company and (z) such merger, consolidation, replacement, conveyance, transfer
or lease will not adversely affect the limited liability of the Preferred
Members or the holders of the Successor Securities, if any, or result in
federal income tax liability to such Preferred Members or holders other than
with respect to any fractional share interests converted into cash.

ARTICLE III

PURPOSE AND POWERS OF THE COMPANY

SECTION 3.1. PURPOSE AND POWERS. The purposes of the Company are (a)
to issue Interests and to use substantially all of the proceeds from the
issuance thereof and the related capital contributions to purchase Debentures
from American General, (b) to invest, at all times, at least 1% of such proceeds
and capital contributions in the Eligible Investment Account as provided herein
and (c) except as otherwise limited herein, to enter into, make and perform all
contracts and other undertakings, and to take any and all actions necessary,
appropriate, proper, advisable, incidental or convenient to or for the
furtherance of the purpose of the Company as set forth herein. The Company may
not conduct any other business or operations except as contemplated by the
preceding sentence.

ARTICLE IV

CAPITAL CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS

SECTION 4.1. FORM OF CONTRIBUTION. The contribution of a Member to
the Company may, as determined by the Managing Member in its discretion, be in
cash, a promissory note or other legal consideration.

SECTION 4.2. CONTRIBUTIONS BY THE COMMON MEMBERS. The Common Members
shall make such contributions to the Company, either in connection with the
purchase of Common Securities or otherwise, so as to cause their Common
Securities to be entitled to at least 21% of all interests in the capital,
income, gain, loss, deduction and credit of the Company at all times.

SECTION 4.3. CONTRIBUTIONS BY THE PREFERRED MEMBERS. The Preferred
Members shall make contributions to the Company in accordance with the
applicable terms of Section 7.1 of this Agreement. Preferred Members, in their
capacity as Members of the Company, shall not be required to make any additional
contributions to the Company and shall have no additional liability solely by
reason of being Preferred Members in excess of their share of the Company's
assets and undistributed profits (subject to their obligation to return
distributions wrongfully distributed to them as required by applicable law).

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<PAGE> 15

SECTION 4.4. INVESTMENT OF CAPITAL CONTRIBUTIONS.

(a) The Managing Member shall establish and maintain in
the name of the Company an Eligible Investment Account bearing a
designation clearly indicating that the funds deposited therein are
held for the benefit of the Company. The Managing Member shall
deposit from the proceeds of the aggregate capital contributions
received from the Members, upon their receipt thereof, an amount equal
to at least 1% of such aggregate capital contributions into the
Eligible Investment Account.

(b) Funds on deposit in the Eligible Investment Account
shall be invested by the Managing Member; provided, however, it is
understood and agreed that the Managing Member shall not be liable for
any loss arising from such investment in Eligible Investments;
provided, further, that none of the funds deposited in the Eligible
Investment Account shall be invested in an Eligible Investment or
Eligible Investments issued by American General or an Affiliate
thereof for a period of five years following the Closing Date. All
such Eligible Investments shall be held by the Managing Member for the
benefit of the Company, provided, however, that on the day preceding
each Dividend Payment Date all interest and other investment income
(net of losses and investment expenses) on funds on deposit in the
Eligible Investment Account shall be deposited into the account
maintained by the Company for receipt of income on the Debentures (the
"Company Distribution Account") and shall constitute a portion of the
Company's Net Income eligible for distribution to the Members.

SECTION 4.5. CAPITAL ACCOUNTS. An individual capital account (a
"Capital Account") shall be established and maintained on the books of the
Company for each Member in compliance with Treasury Regulation Sections
1.704-1(b)(2)(iv) and 1.704-2, as amended. Subject to the preceding sentence,
each Capital Account will be increased by the amount of the capital
contributions made by, and the Net Income allocated to, such Member and reduced
by the amount of distributions made by the Company, and Net Losses allocated to
the Member. In addition, a Member's Capital Account shall be increased or
decreased, as the case may be, for any items specially allocated to such Member
under Section 4.7 of this Agreement, and a Common Member's Capital Account shall
be increased to the extent that such Common Member pays any costs or expenses of
the Company directly out of such Common Member's own funds.

SECTION 4.6. GENERAL ALLOCATIONS. After giving effect to the special
allocations set forth in Section 4.7 of this Agreement:

(a) The Company's Net Income for each Fiscal Period shall
be allocated, as of the close of business for such Fiscal Period, as
follows:

(i) First, to each Preferred Member, in an amount
equal to the excess of (x) the amount of all Dividends
(including Additional Dividends) accrued on such Preferred
Member's Preferred Securities from the issuance

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<PAGE> 16

of such Preferred Securities through the close of business for
such Fiscal Period, over (y) the amount of Net Income
allocated to such Preferred Member (and his predecessors in
interest) in respect of such Preferred Securities pursuant to
this Section 4.6(a)(i) (and amounts, if any, allocated
pursuant to Section 4.7(j) of this Agreement) for all prior
Fiscal Periods.

(ii) Second, to each Preferred Member, in an
amount equal to the excess of (x) the amount of all Net Losses
allocated to such Preferred Member from the date of issuance
of such Preferred Member's Preferred Securities through the
close of business for such Fiscal Period pursuant to Section
4.6(b)(ii) over (y) the amount of Net Income allocated to such
Preferred Member (and his predecessors in interest) in respect
of such Preferred Securities pursuant to this Section
4.6(a)(ii) for all prior Fiscal Periods.

(iii) Any remaining Net Income shall be allocated
to the Common Members, and shared among them in the ratio in
which the Common Members have made contributions to the
Company pursuant to Section 4.2 of this Agreement.

(b) The Company's Net Loss for each Fiscal Period shall be
allocated, as of the close of business for such Fiscal Period, as
follows:

(i) First, to the Common Members (in the ratio in
which the Common Members have made contributions to the
Company pursuant to Section 4.2 of this Agreement) until the
balance of each Common Member's Adjusted Capital Account is
reduced to zero.

(ii) Second, to the Preferred Members (in
proportion to their respective aggregate Adjusted Capital
Account balances) until their Adjusted Capital Account
balances are reduced to zero.

(iii) Any remaining Net Loss shall be allocated to
the Common Members and shared among them in the ratio in which
the Common Members have made contributions to the Company
pursuant to Section 4.2 of this Agreement.

(c) The Managing Member may make such changes to the
allocations in Sections 4.6(a) and 4.6(b) as it deems reasonably
necessary so that, immediately prior to the Company's liquidation (or
the exchange of Preferred Securities for a portion of the Debentures),
the positive balances in the Capital Accounts of the Preferred Members
shall, to the maximum extent possible, equal their respective
Liquidation Distributions.

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SECTION 4.7. SPECIAL ALLOCATIONS.

(a) If a Preferred Member delivers a Notice of Conversion
to the Conversion Agent pursuant to the appropriate Preferred
Securities Designation, which instructs the Conversion Agent to
exchange Preferred Securities of a series for a portion of the
Debentures of the related series held by the Company and to
immediately thereafter convert such Debentures into American General
Common Stock, such Preferred Member shall be allocated any interest
income (including original issue discount) accruing on a daily basis
on the Debentures so converted until the date of such conversion, but
only to the extent such interest income was not previously allocated
to the Members in a prior Fiscal Period under Section 4.6 of this
Agreement or this Section 4.7.

(b) If the Conversion Agent exchanges all of the
Preferred Securities of a series for a portion of the Debentures of
the related series held by the Company and immediately thereafter
exchanges such Debentures for American General Preferred Stock of the
related series, pursuant to the appropriate Preferred Securities
Designation, the Preferred Members of such series shall be allocated
(in proportion to the liquidation preferences of such Preferred
Securities held by each such Preferred Member) any interest income
(including original issue discount) accruing on a daily basis on the
Debentures so exchanged until the date of such exchange, but only to
the extent such interest income was not previously allocated to the
Members in prior Fiscal Periods under Section 4.6 of this Agreement or
this Section 4.7.

(c) If the Conversion Agent exchanges all of the
Preferred Securities of any series for a portion of the Debentures of
the related series held by the Company and distributes such Debentures
to the Preferred Members pursuant to the appropriate Preferred
Securities Designation, such Preferred Members shall be allocated (in
proportion to the liquidation preferences of such Preferred Securities
held by each such Preferred Member) any interest income (including
original issue discount) accruing on a daily basis on the Debentures
so distributed until the date of such distribution, but only to the
extent such interest income was not previously allocated to the
Members in prior Fiscal Periods under Section 4.6 of this Agreement or
this Section 4.7.

(d) If the Company receives a prepayment premium upon a
prepayment of some or all of the Debentures of any series, income,
gain or loss recognized by the Company from such prepayment shall be
allocated to the Preferred Members whose related Preferred Securities
are redeemed pursuant to the appropriate Preferred Securities
Designation as a result of such prepayment (in proportion to the
liquidation preferences of such Preferred Securities held by each such
Preferred Member).

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<PAGE> 18
(e) If the Company is deemed to receive a dividend under
Section 305(c) of the Code with respect to any series of Debentures,
the Preferred Members holding Preferred Securities of the related
series shall be allocated (in proportion to the liquidation
preferences of such Preferred Securities held by each such Preferred
Member) that portion of such dividend income which is allocable to the
portion of such series of Debentures having an aggregate principal
amount equal to the aggregate liquidation preference of such Preferred
Securities; the balance of such dividend income shall be allocated to
the Common Members and shared among them in the ratio in which the
Common Members have made contributions to the Company pursuant to
Section 4.2 of this Agreement in connection with such Preferred
Securities.

(f) All items of loss and deduction in respect of
expenses incurred by or on behalf of the Company and paid by a Common
Member (or out of such Common Member's share of distributions) shall
be allocated entirely to the Common Member which pays such expenses.

(g) For purposes of determining the Net Income, Net Loss
or any other items allocable to any Fiscal Period, Net Income, Net
Loss and any such other items shall be determined on a daily, monthly
or other basis, as determined by the Managing Member using any method
that is permissible under Section 706 of the Code and the Treasury
Regulations promulgated thereunder. Unless otherwise specified, such
Net Income, Net Loss or other items shall be determined for each
Fiscal Period.

(h) Notwithstanding anything to the contrary that may be
expressed or implied in this Article IV, the interest of the Common
Members, in the aggregate, in each item of income, gain, loss,
deduction and credit will be equal to at least (i) at any time that
aggregate capital contributions to the Company are equal to or less
than $50,000,000, 1% of each such item and (ii) at any time that
aggregate capital contributions to the Company are greater than
$50,000,000, at least 1% multiplied by a fraction (not exceeding one
and not less than 0.2), the numerator of which is $50,000,000 and the
denominator of which is the lesser of the aggregate balances of the
Capital Accounts of all Members at such time and the aggregate capital
contributions to the Company of all Members at such time.

(i) The Members intend that the allocations under Section
4.6 of this Agreement and this Section 4.7 conform to Treasury
Regulations Sections 1.704-1(b) and 1.704-2 (including, without
limitation and to the extent applicable, the minimum gain chargeback,
chargeback of partner nonrecourse debt minimum gain, qualified income
offset and partner nonrecourse debt provisions of such Treasury
Regulations), and the Managing Member shall make such allocations
under this Section 4.7, or such changes in the allocations under
Section 4.6 of this Agreement, as it believes are reasonably necessary
to meet all applicable requirements of such Treasury Regulations.

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<PAGE> 19
(j) In the event that, for any Fiscal Period, the Company
is required to recognize income in respect of original issue discount
on a series of Debentures in excess of the aggregate Dividends
(including Additional Dividends) accrued for such Fiscal Period in
respect of the related series of Preferred Securities, such excess
income shall be allocated to the Members in the same ratio as Net
Income is allocated under Section 4.6 (a) of this Agreement.

SECTION 4.8. ALLOCATIONS FOR INCOME TAX PURPOSES. The income, gains,
losses, deductions and credits of the Company shall be allocated in the same
manner as the items entering into the computation of Net Income and Net Loss are
allocated under Section 4.6 of this Agreement or as such items are otherwise
allocated under Section 4.7 of this Agreement; provided, however, that solely
for federal, state and local income and franchise tax purposes, but not for book
or Capital Account purposes, income, gain, loss and deductions with respect to
any property properly carried on the Company's books at a value other than the
tax basis of such property shall be allocated in a manner determined in the
Managing Member's discretion, so as to take into account (consistently with the
principles of Section 704(c) of the Code) the difference between such property's
book value and its tax basis.

SECTION 4.9. WITHHOLDING. The Company shall comply with withholding
requirements under federal, state and local law and shall remit amounts withheld
to and file required forms with applicable jurisdictions. To the extent that
the Company is required to withhold and pay over any amounts to any authority
with respect to distributions or allocations to any Member, the amount withheld
shall be deemed to be a distribution in the amount of the withholding to the
Member. In the event of any claimed over-withholding, Members shall be limited
to an action against the applicable jurisdiction. If the amount withheld was
not withheld from actual distributions, the Company may reduce subsequent
distributions by the amount of such withholding. Each Member agrees to furnish
the Company with such representations and forms as shall reasonably be requested
by the Company to assist it in determining the extent of, and in fulfilling, its
withholding obligations.

SECTION 4.10. ALLOCATION OF DISTRIBUTIONS. The distributions of the
Company shall, subject to the applicable terms of Sections 7.1, 9.1, 9.2, 9.3,
15.4 and 15.5 of this Agreement and of any series of Preferred Securities
(including the preferential allocation of distributions, if any), be allocated
entirely to the Common Members.

SECTION 4.11. INTERESTS AS PERSONAL PROPERTY. Each Member hereby
agrees that its Interest shall for all purposes be personal property. A Member
has no interest in specific Company property.

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<PAGE> 20
ARTICLE V

MEMBERS

SECTION 5.1. POWERS OF MEMBERS. The Members shall have the power to
exercise any and all rights or powers granted to the Members pursuant to the
express terms of this Agreement.

SECTION 5.2. PARTITION. Each Member waives any and all rights that
it may have to maintain an action for partition of the Company's property.

SECTION 5.3. RESIGNATION. The Common Members shall have no right to
resign from the Company. Any other Member may resign from the Company prior to
the liquidation, dissolution and winding up of the Company only upon the
assignment of its Interest (including any redemption, repurchase, exchange or
other acquisition by the Company of such Interest) in accordance with the
provisions of this Agreement. A resigning Member shall not be entitled to
receive any distribution and shall not otherwise be entitled to receive the fair
value of its Interest except as otherwise expressly provided for in this
Agreement.

ARTICLE VI

MANAGEMENT

SECTION 6.1. MANAGEMENT OF THE COMPANY. Except as otherwise provided
herein, the business and affairs of the Company shall be managed, and all
actions required under this Agreement shall be determined, solely and
exclusively by the Managing Member, which shall have all rights and powers on
behalf and in the name of the Company to perform all acts necessary and
desirable to the objects and purposes of the Company. Without limiting the
generality of the foregoing, the Managing Member, in its capacity as a Common
Member and not by virtue of any delegation of management power from any Member,
shall have the power on behalf of the Company to:

(a) authorize and engage in transactions and dealings on
behalf of the Company, including transactions and dealings with any
Member (including any Common Member) or any Affiliate of any Member;

(b) call meetings of Members or any class or series
thereof;

(c) issue Interests, including Common Securities,
Preferred Securities and classes and series thereof, in accordance
with this Agreement;

(d) pay all expenses incurred in forming the Company;

(e) lend money, with or without security, to American
General or any Affiliate thereof;

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(f) determine and make distributions (hereinafter
sometimes referred to as "dividends"), in cash or otherwise, on
Interests, in accordance with the provisions of this Agreement, the
Delaware Act and, if applicable, each Preferred Securities
Designation;

(g) establish a record date with respect to all actions
to be taken hereunder that require a record date to be established,
including with respect to allocations, dividends and voting rights;

(h) establish or set aside in their discretion any
reserve or reserves for contingencies and for any other proper Company
purpose;

(i) redeem, repurchase or exchange, on behalf of the
Company, Interests which may be so redeemed, repurchased or exchanged;

(j) appoint (and dismiss from appointment) attorneys and
agents on behalf of the Company, and employ (and dismiss from
employment) any and all persons providing legal, accounting or
financial services to the Company, or such other employees or agents
as the Managing Member deems necessary or desirable for the management
and operation of the Company, including, without limitation, any
Member (including any Common Member) or any Affiliate of any Member;

(k) incur and pay all expenses and obligations incident
to the operation and management of the Company, including, without
limitation, the services referred to in the preceding paragraph,
taxes, interest, travel, rent, insurance, supplies, salaries and wages
of the Company's employees and agents;

(l) acquire and enter into any contract of insurance
necessary or desirable for the protection or conservation of the
Company and its assets or otherwise in the interest of the Company as
the Managing Member shall determine;

(m) open accounts and deposit, maintain and withdraw
funds in the name of the Company in banks, savings and loan
associations, brokerage firms or other financial institutions;

(n) effect a dissolution of the Company and act as
liquidating trustee or the Person winding up the Company's affairs,
all in accordance with the provisions of this Agreement, the Delaware
Act and, if applicable, each Preferred Securities Designation;

(o) bring and defend on behalf of the Company actions and
proceedings at law or equity before any court or governmental,
administrative or other regulatory agency, body or commission or
otherwise;

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<PAGE> 22

(p) prepare and cause to be prepared reports, statements and
other relevant information for distribution to Members as may be
required or determined to be necessary or desirable by the Managing
Member from time to time;

(q) prepare and file all necessary returns and statements and
pay all taxes, assessments and other impositions applicable to the
assets of the Company; and

(r) execute all other documents or instruments, perform all
duties and powers and do all things for and on behalf of the Company in
all matters necessary or desirable or incidental to the foregoing.

The Managing Member is authorized and directed to conduct its
affairs and to operate the Company in such a way that the Company will not be
deemed to be an "investment company" required to be registered under the
Investment Company Act of 1940, as amended, or taxed as a corporation for
federal income tax purposes and so that each series of Debentures related to a
series of Preferred Securities will be treated as indebtedness of American
General for federal income tax purposes. In this connection, the Managing Member
is authorized to take any action not inconsistent with applicable law, this
Agreement and the applicable Preferred Securities Designation and that the
Managing Member determines in its discretion to be necessary or desirable for
such purposes.

The expression of any power or authority of the Managing Member
in this Agreement shall not in any way limit or exclude any other power or
authority which is not specifically or expressly set forth in this Agreement.

SECTION 6.2. RELIANCE BY THIRD PARTIES. Persons dealing with the
Company are entitled to rely conclusively upon the power and authority of the
Managing Member herein set forth.

SECTION 6.3. NO MANAGEMENT BY ANY PREFERRED MEMBERS OR AMERICAN
GENERAL. Except as otherwise expressly provided herein, no Preferred Member
shall take part in the day-to-day management, operation or control of the
business and affairs of the Company. Neither the Preferred Members, in their
capacity as Preferred Members of the Company, nor American General, in its
capacity as a Common Member, shall be agents of the Company or have any right,
power or authority to transact any business in the name of the Company or to act
for or on behalf of or to bind the Company.

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<PAGE> 23

of American General's right, if any, to extend the interest payment period on
the related series of Debentures). Without limiting the powers of any trustee so
appointed and for the avoidance of any doubt concerning the powers of such
trustee, any such trustee, in its own name and as trustee of an express trust,
may, subject to the applicable provisions of the Indenture, institute a
proceeding, including, without limitation, any suit in equity, an action at law
or other judicial or administrative proceeding, to enforce the Company's
creditor rights directly against American General to the same extent as the
Company and on behalf of the Company, and may prosecute such proceeding to
judgment or final decree, and enforce the same against American General and,
subject to any subordination provisions contained in the Indenture, collect, out
of the property, wherever situated, of American General, the monies adjudged or
decreed to be payable in the manner provided by law. The Managing Member agrees
to execute and deliver such documents as may be necessary or appropriate for any
such trustee to exercise such powers.

SECTION 6.5. BUSINESS TRANSACTIONS OF THE MANAGING MEMBER WITH THE
COMPANY. The Managing Member or its Affiliates may lend money to, borrow money
from, act as surety, guarantor or endorser for, guarantee or assume one or more
obligations of, provide collateral for, and transact other business with, the
Company and, subject to applicable law, shall have the same rights and
obligations with respect to any such matter as a Person who is not the Managing
Member or an Affiliate thereof.

SECTION 6.6. OUTSIDE BUSINESSES. Any Member or Affiliate thereof may
engage in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the business
of the Company, and the Company and the Members shall have no rights by virtue
of this Agreement in and to such independent ventures or the income or profits
derived therefrom, and the pursuit of any such venture, even if competitive with
the business of the Company, shall not be deemed wrongful or improper. No Member
or Affiliate thereof shall be obligated to present any particular investment
opportunity to the Company even if such opportunity is of a character that, if
presented to the Company, could be taken by the Company, and any Member or
Affiliate thereof shall have the right to take for its own account (individually
or as a partner or fiduciary) or to recommend to others any such particular
investment opportunity.

ARTICLE VII

COMMON SECURITIES AND PREFERRED SECURITIES

SECTION 7.1. COMMON SECURITIES AND PREFERRED SECURITIES.

(a) The Interests in the Company shall initially be divided
into two classes, Common Securities and Preferred Securities.

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<PAGE> 24

Authority is hereby expressly granted to the Managing Member, subject to the
provisions of this Agreement, to authorize the issue of one or more series of
Preferred Securities and to establish each such series by a written action or
actions (including without limitation an amendment of this Agreement) providing
for the issue of such series:

(i) the number of Preferred Securities to constitute such
series and the distinctive designation thereof;

(ii) whether the Preferred Securities of such series shall have
voting rights in addition to those set forth in this Agreement or
required by law and, if so, the terms of such voting rights;

(iii) the annual dividend rate (or method of calculation
thereof), if any, on the Preferred Securities of such series, the
conditions and dates upon which such dividends shall be payable and the
ability of the Company, if any, to defer the dividend payment period
for the Preferred Securities of such series, the dates from which such
dividends shall accrue, the preference or relation, if other than pari
passu, which such dividends have with respect to dividends payable on
any other class or classes of Interests or on any other series of
Preferred Securities, and whether such dividends shall be cumulative or
noncumulative;

(iv) whether the Preferred Securities of such series shall be
subject to redemption by the Company, and, if made subject to
redemption, the times and other terms and conditions of such redemption
(including the mandatory or optional nature of such redemption, whether
such redemption shall be in whole and/or in part, and the amount and
kind of consideration to be received upon such redemption);

(v) the amount or amounts which shall be paid out of the assets
of the Company to Preferred Members holding the Preferred Securities of
such series upon voluntary or involuntary liquidation, dissolution or
winding up of the Company, and any rights in addition to those set
forth in this Agreement of the Preferred Members that hold Preferred
Securities of such series upon the liquidation, dissolution or winding
up of the Company;

(vi) whether or not the Preferred Securities of such series
shall be subject to the operation of a retirement or sinking fund, and,
if so, the extent to and manner in which any such retirement or sinking
fund shall be applied to the purchase or redemption of the Preferred
Securities of such series for retirement and the terms and provisions
relative to the operation thereof;

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<PAGE> 25

exchange, including the price or prices or the rate or rates of
conversion or exchange, the method, if any, of adjusting the same and
the terms of any right to terminate such conversion or exchange
privilege;

(viii) any limitations and restrictions in addition to those
set forth in this Agreement to be effective while any Preferred
Securities of such series are outstanding upon the payment of dividends
or other distributions on, and upon the purchase, redemption or other
acquisition by the Company of, Common Securities or any other series of
Preferred Securities;

(ix) any conditions or restrictions in addition to those set
forth in this Agreement upon the issue of any additional Interests
(including additional Preferred Securities of such series or Interests
of any other series ranking pari passu with or senior to the Preferred
Securities of such series as to the payment of dividends or
distribution of assets on liquidation, dissolution or winding-up of the
Company);

(x) the times, prices and other terms and conditions for the
offering of the Preferred Securities of such series; and

(xi) any other relative rights, powers, preferences,
limitations and restrictions as shall not be inconsistent with this
Section 7.1.

In connection with the foregoing and without limiting the
generality thereof, the Managing Member is hereby expressly authorized, without
the vote or approval of any other Member, to take any action to create under the
provisions of this Agreement a series of Preferred Securities that was not
previously outstanding. Without the vote or approval of any other Member, the
Managing Member may execute, swear to, acknowledge, deliver, file and record
whatever documents may be required in connection with the issue from time to
time of Preferred Securities in one or more series as shall be necessary,
convenient or desirable to reflect the issue of such series. The Managing Member
shall do all things it deems to be appropriate or necessary to comply with the
Delaware Act and is authorized and directed to do all things it may deem to be
necessary or permissible in connection with any future issuance, including
compliance with any statute, rule, regulation or guideline of any federal, state
or other governmental agency or any securities exchange.

Any action or actions taken by the Managing Member pursuant to
the provisions of this paragraph (b) shall be deemed an amendment and supplement
to and part of this Agreement.

(c) All Preferred Securities shall rank senior to the Common
Securities in respect of the right to receive dividends and the right to receive
payments out of the assets of the Company upon voluntary or involuntary
liquidation, dissolution or winding up of the Company. All Preferred Securities
redeemed, purchased or otherwise acquired by the Company (including Preferred
Securities surrendered for conversion or exchange) shall be cancelled and
thereupon restored to the status of authorized but unissued Preferred Securities
undesignated as to series.

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<PAGE> 26

(d) No Member shall be entitled as a matter of right to
subscribe for or purchase, or have any preemptive right with respect to, any
part of any new or additional issue of Common Securities or Preferred Securities
of any series whatsoever, or of securities convertible into any Common
Securities or Preferred Securities of any series whatsoever, whether now or
hereafter authorized and whether issued for cash or other consideration or by
way of dividend.

(e) Common Securities shall not be evidenced by any certificate
or other written instrument, but shall only be evidenced by this Agreement.
Common Securities shall be non-assignable and non-transferable, and may only be
issued to and held by American General (or a successor of American General in
accordance with the provisions of the Guarantee) and American General Manager
(or a successor of American General Manager pursuant to a merger or
consolidation). Any transfer or purported transfer of any Common Security
shall be null and void. Preferred Securities shall be freely assignable and
transferable.

(f) Any Person purchasing Preferred Securities (i) shall be
admitted to the Company as a Preferred Member upon compliance with Section 2.7
of this Agreement, and (ii) shall be deemed to have agreed to all of the terms
of this Agreement and the relevant Preferred Securities Designation and all of
the subordination and other terms and provisions of the Guarantee.

SECTION 7.2. PERSONS DEEMED PREFERRED MEMBERS. The Company may treat
the Person in whose name any Preferred Certificate shall be registered on the
books and records of the Company as a Preferred Member and the sole holder of
such Preferred Certificate for purposes of receiving dividends and for all other
purposes whatsoever and, accordingly, shall not be bound to recognize any
equitable or other claims to or interest in such Preferred Certificate on the
part of any other Person, whether or not the Company shall have actual or other
notice thereof.

ARTICLE VIII

VOTING AND MEETINGS

SECTION 8.1. VOTING RIGHTS OF HOLDERS OF PREFERRED SECURITIES.

(a) Except as shall be otherwise provided herein or in the
Preferred Securities Designation for any series of Preferred Securities and
except as otherwise required by the Delaware Act, the Preferred Members holding
such Preferred Securities shall have, with respect to such Preferred Securities,
no right or power to vote on any question or matter or in any proceeding or to
be represented at, or to receive notice of, any meeting of Members.

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Preferred Securities; or (iii) American General is in default on any of its
payment or other obligations under the Guarantee with respect to the Preferred
Securities of any series, then the Preferred Members holding a Majority in
Liquidation Preference of the outstanding Preferred Securities of such series
will be entitled to appoint and authorize a trustee to enforce the Company's
rights under the related series of Debentures against American General, enforce
the obligations undertaken with respect to such Preferred Securities by American
General under the Guarantee and, to the extent permitted by law, declare and pay
dividends on such Preferred Securities to the extent funds of the Company are
legally available therefor (but only in the event that the Company's failure to
pay any dividends on such Preferred Securities is not a consequence of American
General's right, if any, to extend the interest payment period on the related
series of Debentures). For purposes of determining whether the Company has
failed to pay dividends in full for 18 consecutive monthly dividend periods,
dividends shall be deemed to remain in arrears, notwithstanding any partial
payments in respect thereof, until all accumulated and unpaid dividends
(including any Additional Dividends) have been or contemporaneously are declared
and paid with respect to all monthly dividend periods terminating on or prior to
the date of payment of such full cumulative dividends. Not later than 30
calendar days after the right to appoint a trustee arises and upon not less than
15 calendar days' written notice by first class mail to the Preferred Members
holding Preferred Securities of such series, the Managing Member will convene a
meeting to elect such a trustee. If the Managing Member fails to convene such
meeting within such 30-day period, the Preferred Members holding at least 10% in
Liquidation Preference of the Preferred Securities of such series will be
entitled to convene such meeting. In the event that, at such meeting, Preferred
Members holding less than a Majority in Liquidation Preference vote for such
appointment, no such trustee shall be appointed. Any trustee so appointed shall
vacate office immediately, subject to the applicable terms of any Interests the
holders of which were entitled to appoint such trustee, if the Company (or
American General pursuant to the Guarantee) shall have paid in full all
accumulated and unpaid dividends (including any Additional Dividends) on the
Preferred Securities of such series or such Event of Default under the Indenture
or such default under the Guarantee, as the case may be, shall have been cured.
Notwithstanding the appointment of any such trustee, American General shall
retain all rights and be subject to all obligations under the Indenture and as
obligor under the Debentures of the related series, including any rights it may
have to extend the interest payment period of such Debentures, and any such
extension would not constitute an Event of Default under the Indenture with
respect to such series of Debentures or enable a holder of Preferred Securities
of the related series to require the payment of a dividend that has not
theretofore been declared.

In furtherance of the foregoing, and without limiting the
powers of any trustee so appointed and for the avoidance of any doubt concerning
the powers of such trustee, any such trustee, in its own name and as trustee of
an express trust for the benefit of the related Preferred Members, may, subject
to the applicable provisions of the Indenture, institute a proceeding,
including, without limitation, any suit in equity, an action at law or other
judicial or administrative proceeding, to enforce the Company's creditor rights
directly against American General to the same extent as the Company and on
behalf of the Company, and may prosecute such proceeding to judgment or final
decree, and enforce the same against American General and, subject to any
subordination provisions contained in the Indenture, collect, out of the
property, wherever situated, of American General the monies adjudged or decreed
to be payable in the manner and to the extent provided by law.

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So long as the Debentures of any series are held by the
Company, the Managing Member shall not (i) at any time in which a trustee has
been appointed pursuant to this Section 8.1(b), direct the time, method and
place of conducting any proceeding for any remedy available to such trustee or
the trustee under the Indenture with respect to such series of Debentures, or
the exercise of any trust or power conferred on such trustee or the trustee
under the Indenture with respect to such series of Debentures, (ii) waive
compliance with, or any past default under, the Debentures of such series or the
Indenture (to the extent that the holder of such Debentures is entitled to the
benefits of the covenant or condition waived or breached), (iii) exercise any
right to rescind or annul a declaration that the principal of the Debentures of
such series shall be due and payable, (iv) consent to any amendment or
modification of the Debentures of such series or of the Indenture without, in
each case, obtaining the prior approval of the Preferred Members holding at
least 66-2/3% in Liquidation Preference of the Preferred Securities of such
series; provided, however, that where a waiver or consent to an amendment or
modification of a Debenture or the Indenture would, under the Indenture, require
the waiver or consent of each holder affected thereby, no such waiver or consent
shall be given by the Managing Member without the prior consent of each
Preferred Member holding Preferred Securities of such series. The Managing
Member shall not revoke any action previously authorized or approved by a vote
or the consent of Preferred Members holding Preferred Securities of such series,
without the approval of Preferred Members holding at least 66-2/3% in
Liquidation Preference of the Preferred Securities of such series (or, if such
action required the approval of each such Preferred Member, then only with the
approval of each such Preferred Member). The Managing Member shall notify all
Preferred Members holding Preferred Securities of such series of any notice of
default with respect to the Debentures of the related series received from the
trustee under the Indenture.

(c) If any proposed amendment to this Agreement or the
Preferred Securities Designation for any series of Preferred Securities provides
for, or the Managing Member otherwise proposes to effect:

(i) any action that would materially adversely affect
the powers, preferences or special rights of the Preferred Securities
of such series, whether by way of amendment of this Agreement, such
Preferred Securities Designation or otherwise (including, without
limitation, the authorization or issuance of any Interests in the
Company ranking, as to payment of dividends or distribution of assets
upon liquidation, dissolution or winding up of the Company, senior to
the Preferred Securities of such series),

(ii) the liquidation, dissolution or winding up of the
Company (in any case other than in connection with the exchange of
Preferred Securities of such series for other securities pursuant to
the terms of such series of Preferred Securities), or

(iii) the commencement of any voluntary bankruptcy,
insolvency, reorganization or other similar proceeding involving the
Company,

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then the Preferred Members holding outstanding Preferred Securities of such
series, together with, if any such amendment or action described in clause (i)
above would materially adversely affect the powers, preferences or special
rights of any Company Dividend Parity Securities or any Company Liquidation
Parity Securities, the holders of such Company Dividend Parity Securities or
such Company Liquidation Parity Securities, as the case may be, or, with respect
to any such amendment or action described in clause (ii) or (iii) above, the
holders of all Company Liquidation Parity Securities, will be entitled to vote
together as a class on such resolution or action of the Managing Member (but not
any other resolution or action) and such amendment or action shall not be
effective except with the approval of the Preferred Members holding at least
66-2/3% of the aggregate liquidation preference of such outstanding securities;
provided, however, that no such approval shall be required if the liquidation,
dissolution or winding-up of the Company is proposed or initiated upon the
occurrence of any of the events specified in Section 15.2(a) through (c) and
(e) through (f).

The powers, preferences or special rights of the Preferred
Securities of any series will be deemed not to be adversely affected by the
creation or issuance of, and no vote will be required for the creation or
issuance of, any further Interests in the Company ranking junior to or pari
passu with the Preferred Securities of such series with respect to voting rights
or rights to payment of dividends or distribution of assets upon liquidation,
dissolution or winding-up of the Company.

(d) Notwithstanding any provision to the contrary herein, the
first sentence of Section 14.1 of this Agreement may only be amended with the
consent of each Preferred Member; provided that, to the fullest extent permitted
by applicable law, any such amendment shall not permit the Preferred Members to
approve any transferee of Common Securities.

(e) Notwithstanding that Preferred Members holding Preferred
Securities of any series are entitled to vote or consent under any of the
circumstances described in this Agreement or the Preferred Securities
Designation, any of the Preferred Securities of any series that are owned by
American General or by any entity more than 50% of which is owned by American
General, either directly or indirectly, shall not be entitled to vote or consent
and shall, for the purposes of such vote or consent, be treated as if they were
not outstanding.

SECTION 8.2. VOTING RIGHTS OF HOLDERS OF COMMON SECURITIES. Except as
otherwise provided herein or in the Preferred Securities Designation for any
series of Preferred Securities and except as otherwise required by the Delaware
Act, all voting rights of the Company shall be vested exclusively in the Common
Members. The Common Securities shall entitle the Common Members to vote in
proportion to their percentage ownership interest of Common Securities upon all
matters upon which Common Members have the right to vote. All Common Members
shall have the right to vote separately as a class on any matter on which the
Common Members have the right to vote regardless of the voting rights of any
other Member.

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SECTION 8.3. MEETINGS OF THE MEMBERS.

(a) Meetings of the Members of any class or series or of all
classes or series of Interests may be called at any time by the Managing Member
or as provided by any applicable Preferred Securities Designation. Except to the
extent otherwise provided, the following provisions shall apply to meetings of
Members.

(b) Members may vote in person or by proxy at such meeting.
Whenever a vote, consent or approval of Members is permitted or required under
this Agreement or any applicable Preferred Securities Designation, such vote,
consent or approval may be given at a meeting of Members or by written consent.

(c) Each Member may authorize any Person to act for it by proxy
on all matters in which a Member is entitled to vote, including waiving notice
of any meeting, or voting or participating at a meeting. Every proxy must be
signed by the Member or its attorney-in-fact and shall be revocable at the
pleasure of the Member executing it at any time before it is voted.

(d) Each meeting of Members shall be conducted by the Managing
Member or by such other Person that the Managing Member may designate.

(e) Any required approval of Preferred Members holding
Preferred Securities of a series may be given at a separate meeting of such
Preferred Members convened for such purpose or at a meeting of Members of the
Company or pursuant to written consents. The Managing Member will cause a notice
of any meeting at which Preferred Members holding Preferred Securities of a
series are entitled to vote, or of any matter upon which action by written
consent of such Preferred Members is to be taken, to be mailed to each Preferred
Member holding Preferred Securities of such series. Each such notice will
include a statement setting forth (i) the date of such meeting or the date by
which such action is to be taken, (ii) a description of any matter on which such
Preferred Members are entitled to vote or of such matter upon which written
consent is sought and (iii) instructions for the delivery of proxies or
consents.

(f) Subject to Section 8.3(e) and the applicable Preferred
Securities Designation, the Managing Member, in its sole discretion, shall
establish all other provisions relating to meetings of Members, including notice
of the time, place or purpose of any meeting at which any matter is to be voted
on by any Members, waiver of any such notice, action by consent without a
meeting, the establishment of a record date, quorum requirements (but in no
event higher than 66 2/3% in Liquidation Preference of the Preferred Securities
of any series), voting in person or by proxy or any other matter with respect to
the exercise of any such right to vote.

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ARTICLE IX

DIVIDENDS

SECTION 9.1. DIVIDENDS. (a) Preferred Members shall receive periodic
dividends, if any, in accordance with the Preferred Securities Designation for
the Preferred Securities of any particular series, as and when declared by the
Managing Member, and Common Members shall receive periodic dividends, subject to
Section 9.3 of this Agreement, the applicable terms of any series of Preferred
Securities and the provisions of the Delaware Act, as and when declared by the
Managing Member, in its discretion out of funds of the Company legally available
therefor.

(b) Dividends on the Preferred Securities shall be declared by
the Managing Member in accordance with the applicable Preferred Securities
Designation to the extent that the Managing Member reasonably anticipates that
at the time of payment the Company will have, and must be paid by the Company to
the extent that at the time of proposed payment it has, (i) funds legally
available for the payment of such dividends and (ii) cash on hand sufficient to
make such payments.

(c) A Preferred Member shall not be entitled to receive any
dividend with respect to the Preferred Securities of any series, irrespective of
whether such dividend has been declared by the Managing Member, prior to the
date on which such dividend is payable (the "Dividend Payment Date") and until
such time as the Company has received the interest payment on the Debentures of
the related series for the interest payment date corresponding to such Divided
Payment Date and such monies are available for distribution to the Preferred
Member pursuant to the terms of this Agreement and the Delaware Act, and
notwithstanding any provision of Section 18-606 of the Delaware Act to the
contrary, until such time, a Preferred Member shall not have the status of a
creditor of the Company, or the remedies available to a creditor of the Company.

SECTION 9.2. LIMITATIONS ON DISTRIBUTIONS. Notwithstanding any
provision to the contrary contained in this Agreement, the Company shall not
make a distribution (including a dividend) to any Member on account of its
Interest if such distribution would violate Section 18-607 of the Delaware Act
or other applicable law.

SECTION 9.3. CERTAIN RESTRICTIONS ON THE PAYMENT OF DIVIDENDS. If
accumulated dividends (including Additional Dividends) have not been paid in
full on the Preferred Securities of any series then outstanding, the Company
shall not:

(i) pay, or declare and set aside for payment, any dividends on
the Preferred Securities of any other series or any other Interests in
the Company ranking pari passu with the Preferred Securities of such
series as to the payment of dividends ("Company Dividend Parity
Securities"), unless the amount of any dividends declared on such
Company Dividend Parity Securities is paid on such Company Dividend
Parity Securities and the Preferred Securities of such series on

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a pro rata basis on the date such dividends are paid on such Company
Dividend Parity Securities, so that the ratio of

(x) (A) the aggregate amount paid as dividends on the
Preferred Securities of such series to (B) the aggregate amount
paid as dividends on the Company Dividend Parity Securities is
the same as the ratio of

(y) (A) the aggregate amount of all accumulated
arrears of unpaid dividends on the Preferred Securities of such
series to (B) the aggregate amount of all accumulated arrears
of unpaid dividends on the Company Dividend Parity Securities;

(ii) pay, or declare and set aside for payment, any dividends
on any Interests in the Company ranking junior to the Preferred
Securities of such series as to the payment of dividends ("Company
Dividend Junior Securities"); or

(iii) redeem, purchase or otherwise acquire any Company
Dividend Parity Securities or Company Dividend Junior Securities (other
than purchases or acquisitions resulting from the reclassification of
such securities or the exchange or conversion of any Company Dividend
Parity Security or Company Dividend Junior Security pursuant to the
terms thereof or the purchase of fractional interests therein upon such
conversion or exchange);

until, in each case, such time as all accumulated and unpaid dividends
(including Additional Dividends) on all of the Preferred Securities of
such series shall have been paid in full or have been irrevocably set
aside for payment in full for all dividend periods terminating on or
prior to, in the case of clauses (i) and (ii), the date of such
payment, and in the case of clause (iii), the date of such redemption,
purchase or other acquisition.

ARTICLE X

BOOKS AND RECORDS

SECTION 10.1. BOOKS AND RECORDS; ACCOUNTING. The Managing
Member shall keep or cause to be kept at the address of the Managing Member (or
at such other place as the Managing Member shall determine) true and full books
and records regarding the status of the business and financial condition of the
Company.

SECTION 10.2. FISCAL YEAR. The fiscal year of the Company for
federal income tax and accounting purposes shall, except as otherwise required
in accordance with the Code, end on December 31 of each year.

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Managing Member reasonably believes is not in the best interest of the Company
or could damage the Company or its business or which the Company or the Managing
Member is required by law or by an agreement with any Person to keep
confidential.

ARTICLE XI

TAX MATTERS

SECTION 11.1. COMPANY TAX RETURNS. (a) The Managing Member
shall cause to be prepared and timely filed all tax returns required to be filed
for the Company. The Managing Member may, in its discretion, make or refrain
from making any federal, state or local income or other tax elections for the
Company that it deems necessary or advisable, including, without limitation, any
election under Section 754 of the Code or any successor provision.

(b) The Managing Member is hereby designated as the Company's
"Tax Matters Partner" under Code Section 6231(a)(7) and shall have all the
powers and responsibilities of such position as provided in the Code. The
Managing Member is specifically directed and authorized to take whatever steps
the Managing Member, in its discretion, deems necessary or desirable to perfect
such designation, including filing any forms or documents with the Internal
Revenue Service and taking such other action as may from time to time be
required under the regulations issued under the Code. Expenses incurred by the
Tax Matters Partner, in its capacity as such, will be borne by the Company.

SECTION 11.2. TAX REPORTS. The Managing Member shall, as
promptly as practicable and in any event within 90 days after the end of each
fiscal year, cause to be prepared and mailed to each Preferred Member of record
federal income tax form K-1 and any other forms which are necessary or
advisable.

SECTION 11.3. TAXATION AS PARTNERSHIP. The Members recognize that the
Company will be treated as a partnership for U.S. federal income tax purposes,
and the Managing Member shall operate the Company in such a manner as will
preserve its treatment as a partnership for U.S. federal income tax purposes.

ARTICLE XII

EXPENSES

SECTION 12.1. EXPENSES. Except as otherwise provided in this
Agreement, the Company shall be responsible for and shall pay all expenses out
of funds of the Company determined by the Managing Member to be available for
such purpose, provided that such expenses or obligations are those of the
Company or are otherwise incurred by the Managing Member in connection with this
Agreement, including, without limitation:

(a) all costs and expenses related to the business of the
Company and all routine administrative expenses of the Company,
including the maintenance of books

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and records of the Company, the preparation and dispatch to the Members
of checks, financial reports, tax returns and notices required pursuant
to this Agreement and the holding of any meetings of the Members;

(b) all expenses incurred in connection with any litigation
involving the Company (including the cost of any investigation and
preparation) and the amount of any judgment or settlement paid in
connection therewith (other than expenses incurred by the Managing
Member in connection with any litigation brought by or on behalf of any
Member against the Managing Member);

(d) all expenses incurred in connection with the collection of
amounts due to the Company from any Person;

(e) all expenses incurred in connection with the preparation of
amendments to this Agreement; and

(f) all expenses incurred in connection with the liquidation,
dissolution or winding-up of the Company.

ARTICLE XIII

LIABILITY

SECTION 13.1. LIABILITY OF COMMON MEMBERS. Each Common Member,
by acquiring its Interest and being admitted to the Company as a Common Member,
shall be liable to the creditors of the Company (other than to Members holding
other classes or series of Interests, in their capacity as Members) (hereinafter
referred to individually as a "Third Party Creditor," and collectively as the
"Third Party Creditors") to the same extent that a general partner of a limited
partnership formed under the LP Act is liable under Section 17-403(b) of the LP
Act to creditors of the limited partnership (other than the other partners in
their capacity as partners), as if the Company were a limited partnership formed
under the LP Act and the Common Members were general partners of the limited
partnership. In furtherance but not in limitation of the generality of the
foregoing, each Common Member is liable for any and all debts, obligations and
other liabilities of the Company, whether arising under contract or by tort,
statute, operation of law or otherwise, all of which shall be enforceable
directly and absolutely against each Common Member by each Third Party Creditor.

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SECTION 13.2. LIABILITY OF PREFERRED MEMBERS.

(a) Except as otherwise provided by the Delaware Act, (i) the
debts, obligations and liabilities of the Company, whether arising by contract,
tort, statute, operation of law or otherwise, shall be solely the debts,
obligations and liabilities of the Company and, to the extent set forth in
Section 13.1. of this Agreement, the Common Members and (ii) no Preferred Member
shall be obligated personally for any such debt, obligation or liability of the
Company solely by reason of being a Preferred Member of the Company.

(b) A Preferred Member, in its capacity as such, shall have no
liability in excess of (i) the amount of its capital contributions, (ii) its
share of any assets and undistributed profits of the Company, (iii) any amounts
required to be paid by such Preferred Member in the Preferred Securities
Designation for the series of Preferred Securities held by such Preferred Member
and (iv) the amount of any distributions wrongfully distributed to it.

ARTICLE XIV

ASSIGNMENT OF INTERESTS

SECTION 14.1. ASSIGNMENT OF INTERESTS. Notwithstanding anything
to the contrary in this Agreement, after the date hereof Common Securities shall
be non-assignable and non-transferable (other than pursuant to a merger or
consolidation of a Common Member in accordance with Section 7(e)). Preferred
Securities shall be freely assignable and transferable, subject to the
provisions of Section 2.7 of this Agreement.

SECTION 14.2. RIGHT OF ASSIGNEE TO BECOME A MEMBER. An assignee
of a Preferred Security shall become a Preferred Member upon compliance with the
provisions of Section 2.7 of this Agreement.

SECTION 14.3. EVENTS OF CESSATION OF MEMBERSHIP. A Person shall
cease to be a Member upon the lawful assignment of its Interests (including any
redemption, exchange or other repurchase by the Company or the Common Members)
or as otherwise provided herein.

ARTICLE XV

DISSOLUTION, LIQUIDATION AND TERMINATION

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Company to be dissolved and its affairs wound up so long as the Company at all
times has at least two Members. Upon the occurrence of any such event, the
business of the Company shall be continued without dissolution.

SECTION 15.2. EVENTS CAUSING DISSOLUTION. The Company shall be
dissolved and its affairs shall be wound up upon the earliest to occur of any of
the following events:

(a) the expiration of the term of the Company, as provided in
Section 2.3 of this Agreement;

(b) a decree or order by a court having jurisdiction shall have
been entered adjudging either of the Common Members a bankrupt or
insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of either of the
Common Members under any applicable Federal or State bankruptcy or
similar law, and such decree or order shall have continued undischarged
and unstayed for a period of 90 days; or a decree or order of a court
having jurisdiction in the premises for the appointment of a receiver,
liquidator, trustee, assignee, sequestrator or similar official in
bankruptcy or insolvency of either of the Common Members or of all or
substantially all of its property, or for the winding-up or liquidation
of its affairs, shall have been entered, and such decree or order shall
have continued undischarged and unstayed for a period of 90 days; or
either of the Common Members shall institute proceedings to be
adjudicated a voluntary bankrupt, or shall consent to the filing of a
bankruptcy proceeding against it, or shall file a petition or answer or
consent seeking reorganization, arrangement, adjustment or composition
under any applicable Federal or State bankruptcy or similar law, or
shall consent to the filing of any such petition, or shall consent to
the appointment of a receiver, liquidator, trustee, assignee,
sequestrator or similar official in bankruptcy or insolvency of either
of the Common Members or of all or substantially all of its property,
or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they
become due and its willingness to be adjudged a bankrupt, or corporate
action shall be taken by either of the Common Members in furtherance of
any of the aforesaid purposes;

(c) the withdrawal, retirement, resignation, expulsion,
dissolution, winding-up or liquidation of any Common Member or the
occurrence of any other event that terminates the continued membership
of any Common Member under the Delaware Act;

(d) the decision made by the Managing Member (subject to the
voting rights of Members set forth in Section 8.1 of this Agreement) to
dissolve the Company;

(e) the entry of a decree of judicial dissolution of the
Company under Section 18-802 of the Delaware Act;

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(f) the election of the Managing Member, in connection with or
after the exchange of all series of Preferred Securities outstanding
(in accordance with the Preferred Securities Designation for such
series of Preferred Securities) for the corresponding portions of the
related series of Debentures; or
(g) the written consent of all Members.

SECTION 15.3. NOTICE OF DISSOLUTION. Upon the dissolution of the
Company, the Managing Member shall promptly notify the Members of such
dissolution.

SECTION 15.4. LIQUIDATION. Upon dissolution of the Company, the
Managing Member or, in the event that the dissolution is caused by an event
described in Sections 15.2(b) and (c) and there is no Managing Member, a Person
or Persons who may be approved by the Preferred Members holding a Majority in
Liquidation Preference of the Preferred Securities, as liquidating trustees,
shall immediately commence to wind-up the Company's affairs; provided, however,
that a reasonable time shall be allowed for the orderly liquidation of the
assets of the Company and the satisfaction of liabilities to creditors so as to
enable the Members to minimize the normal losses attendant upon a liquidation.
The proceeds of liquidation shall be distributed, as realized, in the manner
provided in Section 18-804 of the Delaware Act, subject to the Preferred
Securities Designation for any series of Preferred Securities and Section 15.5
of this Agreement.

SECTION 15.5. CERTAIN RESTRICTIONS ON LIQUIDATION PAYMENTS. In the
event of any voluntary or involuntary liquidation, dissolution or winding-up
of the Company other than in connection with or after the exchange of all
series of Preferred Securities outstanding (in accordance with the Preferred
Securities Designation for each such series of Preferred Securities) for the
corresponding portions of the related series of Debentures, Preferred Members
holding Preferred Securities of each series at the time outstanding will be
entitled to receive out of the assets of the Company legally available for
distribution to Members, after satisfaction of liabilities to creditors as
required by the Delaware Act but before any distribution of assets is made to
Common Members or Members holding any other class of Interests in the Company
ranking junior to the Preferred Securities of such series as to the
distribution of assets upon liquidation, dissolution or winding-up of the
Company, but together with Preferred Members holding Preferred Securities of
any other series or any other Interests in the Company then outstanding
ranking pari passu with the Preferred Securities of such series as to the
distribution of assets upon liquidation, dissolution or winding-up of the
Company ("Company Liquidation Parity Securities"), an amount equal to the
aggregate liquidation preference for Preferred Securities of such series as
set forth in the applicable Preferred Securities Designation plus all
accumulated and unpaid dividends (whether or not earned or declared),
including any Additional Dividends, to the date of payment (the "Liquidation
Distribution"). If, upon any such liquidation, dissolution or winding-up, the
Liquidation Distributions can be paid only in part because the Company has
insufficient assets available to pay in full the aggregate Liquidation
Distributions and the aggregate maximum liquidation distributions on the
Company Liquidation Parity Securities, then the amounts payable directly by
the Company on the Preferred Securities of such series

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and on such Company Liquidation Parity Securities shall be paid on a pro rata
basis, so that the ratio of

(i) (x) the aggregate amount paid as Liquidation Distributions
on the Preferred Securities of such series to (y) the aggregate amount
paid as liquidation distributions on the Company Liquidation Parity
Securities, is the same as the ratio of

(ii) (x) the aggregate Liquidation Distributions on the
Preferred Securities of such series to (y) the aggregate maximum
liquidation distributions on the Company Liquidation Parity Securities.

SECTION 15.6. TERMINATION. The Company shall terminate when all
of the assets of the Company have been distributed in the manner provided for in
this Article XV, and the Certificate shall have been cancelled in the manner
required by the Delaware Act.

ARTICLE XVI

MISCELLANEOUS

SECTION 16.1. AMENDMENTS. Except as otherwise provided in this
Agreement or by any applicable Preferred Securities Designation, this Agreement
may be amended by, and only by, a written instrument executed by the Common
Members.

SECTION 16.2. SUCCESSORS; COUNTERPARTS. This Agreement (a)
shall be binding as to the executors, administrators, estates, heirs and legal
successors, or nominees or representatives, of the Members and (b) may be
executed in several counterparts with the same effect as if the parties
executing the several counterparts had all executed one counterpart. No person
other than the Members and their respective executors, administrators, estates,
heirs and legal successors, or their nominees or representatives, shall obtain
any rights by virtue of this Agreement.

SECTION 16.3. GOVERNING LAW; SEVERABILITY. This Agreement shall
be governed by and construed in accordance with the laws of the State of
Delaware without giving effect to the principles of conflict of laws thereof. In
particular, this Agreement shall be construed to the maximum extent possible to
comply with all of the terms and conditions of the Delaware Act. If,
nevertheless, it shall be determined by a court of competent jurisdiction that
any provisions or wording of this Agreement shall be invalid or unenforceable
under the Delaware Act or other applicable law, such invalidity or
unenforceability shall not invalidate the entire Agreement. In that case, this
Agreement shall be construed so as to limit any term or provision so as to make
it enforceable or valid within the requirements of applicable law, and, in the
event such term or provisions cannot be so limited, this Agreement shall be
construed to omit such invalid or unenforceable provisions. If it shall be
determined by a court of competent jurisdiction that any provision relating to
the distributions and allocations of the Company or to any fee payable by the
Company is invalid or unenforceable, this Agreement shall be construed or
interpreted so as (a) to make

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it enforceable or valid and (b) to make the distributions and allocations as
closely equivalent to those set forth in this Agreement as is permissible under
applicable law.

SECTION 16.4. FILINGS. Following the execution and delivery of
this Agreement, the Managing Member shall promptly prepare any documents
required to be filed and recorded under the Delaware Act, and the Managing
Member shall promptly cause each such document to be filed and recorded in
accordance with the Delaware Act and, to the extent required by local law, to be
filed and recorded or notice thereof to be published in the appropriate place in
each jurisdiction in which the Company may hereafter establish a place of
business. The Managing Member shall also promptly cause to be filed, recorded
and published such statements or other instruments required by any provision of
any applicable law of the United States or any state or other jurisdiction which
governs the conduct of its business from time to time.

SECTION 16.5. POWER OF ATTORNEY. Each Preferred Member does
hereby constitute and appoint the Managing Member as its true and lawful
representative and attorney-in-fact, in its name, place and stead to make,
execute, sign, deliver and file (a) any amendment of the Certificate required
because of an amendment to this Agreement or in order to effectuate any change
in the membership of the Company, (b) any amendment to this Agreement made in
accordance with the terms hereof and (c) all such other instruments, documents
and certificates which may from time to time be required by the laws of the
United States of America, the State of Delaware or any other jurisdiction, or
any political subdivision of agency thereof, to effectuate, implement and
continue the valid and subsisting existence of the Company or to dissolve the
Company or for any other purpose consistent with this Agreement and the
transactions contemplated hereby.

The power of attorney granted hereby is coupled with an interest and
shall (a) survive and not be affected by the subsequent death, incapacity,
disability, dissolution, termination or bankruptcy of the Preferred Member
granting the same or the transfer of all or any portion of such Preferred
Member's Interest and (b) extend to such Preferred Member's successors, assigns
and legal representatives.

SECTION 16.6. EXCULPATION. (a) No Covered Person shall be
liable to the Company or any Member for any loss, damage or claim incurred by
reason of any act or omission performed or omitted by such Covered Person in
good faith on behalf of the Company and in a manner reasonably believed to be
within the scope of authority conferred on such Covered Person by this
Agreement.

(b) A Covered Person shall be fully protected in relying in good faith
upon the records of the Company and upon such information, opinions, reports or
statements presented to the Company by any Person as to matters the Covered
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Company, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which distributions to
Members might properly be paid.

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<PAGE> 40

SECTION 16.7. INDEMNIFICATION. To the fullest extent permitted
by applicable law, an Indemnified Person shall be entitled to indemnification
from the Company for any loss, damage or claim incurred by such Indemnified
Person by reason of any act or omission performed or omitted by such Indemnified
Person in good faith on behalf of the Company and in a manner reasonably
believed to be within the scope of authority conferred on such Indemnified
Person by this Agreement; provided, however, that any indemnity under this
Section 16.7 shall be provided out of and to the extent of Company assets only,
and no Member shall have any personal liability on account thereof. The right of
indemnification pursuant to this Section 16.7 shall include the right to be
paid, in advance, or reimbursed by the Company for the reasonable expenses
incurred by an Indemnified Person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

SECTION 16.8. ADDITIONAL DOCUMENTS. Each Preferred Member, upon
the request of the Managing Member, agrees to perform all further acts and
execute, acknowledge and deliver any documents that may be reasonably necessary
to carry out the provisions of this Agreement.

SECTION 16.9. NOTICES. All notices provided for in this
Agreement shall be in writing, duly signed by the party giving such notice, and
shall be delivered, telecopied or mailed by registered or certified mail, as
follows:

(i) If given to the Company, in care of the Managing
Member at the Company's mailing address set forth below:

c/o American General Delaware Management Corporation
2099 South Dupont Avenue
Dover, Delaware 19901
Facsimile No.: (302) 697-1017
Attention: David C. Hughes
Secretary

(ii) If given to any Member, at the address thereof
set forth on the registration books maintained by or on behalf
of the Company.

Each such notice, request or other communication shall be effective (a) if given
by telecopier, when transmitted to the number specified in such registration
books and the appropriate confirmation is received, (b) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid, or (c) if given by any other means,
when delivered at the address specified in such registration books.

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<PAGE> 41
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.

AMERICAN GENERAL CORPORATION

By:
---------------------------
Name:
-------------------------
Title:
------------------------

AMERICAN GENERAL DELAWARE
MANAGEMENT CORPORATION

By:
---------------------------
Name:
-------------------------
Title:
------------------------

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<PAGE> 1

EXHIBIT 4(l)

TERMS OF THE ___% CONVERTIBLE MONTHLY INCOME PREFERRED SECURITIES, SERIES A

DATED AS OF MAY ___, 1995

WRITTEN ACTION OF THE MANAGING MEMBER
PURSUANT TO SECTION 7.1(B) OF THE AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF AMERICAN GENERAL DELAWARE, L.L.C.

The undersigned Managing Member of American General Delaware, L.L.C., a
Delaware limited liability company (the "Company"), pursuant to Section 7.1(b)
of the Amended and Restated Limited Liability Company Agreement of the Company
(the "Agreement") dated as of May 24, 1995 by and among American General
Corporation ("American General"), the Managing Member and the Persons who become
Members of the Company in accordance with the provisions thereof, does hereby
authorize the issue of, and establish the relative rights, powers, preferences,
limitations and restrictions of, a series of Preferred Securities as follows:

1. Definitions. All terms defined in the Agreement and not
otherwise defined herein shall have for purposes hereof the meanings provided
for therein. The following additional terms have the respective meanings
specified below:

"Additional Dividends" means the amount of dividends that is
payable by the Company on any dividend arrearages in respect of the Series A
Preferred Securities at the rate of ___% per annum compounded monthly.

"American General Common Stock" means the Common Stock, par
value $.50 per share, of American General. However, subject to the anti-dilution
provisions of the Series A Debentures, shares of American General Common Stock
issuable on conversion of Series A Debentures or upon exchange of the American
General Preferred Stock shall include only shares of the class designated as
Common Stock of American General on the date hereof or shares of any class or
classes resulting from any reclassification or reclassifications thereof and
which have no preference as to the payment of dividends or the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding-up
of American General and which are not subject to redemption by American General;
provided, that if at any time there shall be more than one such resulting class,
the shares of each such class then so issuable shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassification bears to the total number of shares of all such classes
resulting from all such reclassification.

"American General Preferred Stock" means the Series A
Cumulative Convertible Preferred Stock, par value $1.50 per share, of American
General with such terms and provisions as set forth in the Restated Articles of
Incorporation, as amended, and in the applicable Statement of Resolution
Establishing a Series of Shares.

<PAGE> 2

"Book-Entry Interest" means a beneficial interest in the global
certificates representing Series A Preferred Securities, ownership and transfers
of which shall be made through the book-entry system of a Clearing Agency as
described in Section 12.

"Business Day" means any day other than a Saturday, Sunday or
other day on which banking institutions in The City of New York are authorized
or obligated by law or executive order to close.

"Clearing Agency" means an organization registered as a
"Clearing Agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended, that is acting as depositary for the Series A Preferred
Securities and in whose name (or nominee's name) shall be registered one or more
global certificates representing Series A Preferred Securities and which shall
undertake to effect book-entry transfers and pledges of interests in the Series
A Preferred Securities.

"Clearing Agency Participant" means a broker, dealer, bank,
other financial institution or other Person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of interests in
securities deposited with the Clearing Agency.

"Conversion Agent" has the meaning set forth in Section 8(c)
hereof.

"Conversion Date" has the meaning set forth in Section 8(b)
hereof.

"Conversion Expiration Date" has the meaning set forth in
Section 8(d)(ii) hereof.

"Conversion Price" has the meaning set forth in Section 8(a)
hereof.

"Current Market Price" of shares of American General Common
Stock for any day means the reported last sale price, regular way, on such day,
or, if no sale takes place on such day, the average of the reported closing bid
and asked prices on such day, regular way, in either case as reported on the
NYSE Composite Tape, or, if the American General Common Stock is not listed or
admitted to trading on the NYSE, on the principal national securities exchange
on which the American General Common Stock is listed or admitted to trading, or
if the American General Common Stock is not listed or admitted to trading on a
national securities exchange, on the National Market System of the National
Association of Securities Dealers, Inc., or, if the American General Common
Stock is not quoted or admitted to trading on such quotation system, on the
principal quotation system on which the American General Common Stock is listed
or admitted to trading or quoted, or, if not listed or admitted to trading or
quoted on any national securities exchange or quotation system, the average of
the closing bid and asked prices of the American General Common Stock in the
over-the-counter market on the day in question as reported by the National
Quotation Bureau Incorporated, or a similar generally accepted reporting
service, or, if not so available in such manner, as furnished by any NYSE member
firm selected from time to time by the Board of Directors of American General
for that purpose or, if

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<PAGE> 3

not so available in such manner, as otherwise determined in good faith by such
Board of Directors.

"Dividend Payment Date" has the meaning set forth in Section
4(b) hereof.

"Exchange Election" has the meaning set forth in Section 9(c)
hereof.

"Exchange Event" has the meaning set forth in Section 9(b)
hereof.

"Exchange Price" means one share of American General Preferred
Stock for each $50.00 principal amount of Series A Debentures.

"Guarantee" means the Guarantee Agreement dated as of May 24,
1995, executed and delivered by American General for the benefit of the holders
from time to time of the Series A Preferred Securities and other Preferred
Securities of the Company, as amended from time to time.

"Holders" means the registered holders of the Series A
Preferred Securities as they appear on the books and records of the Company.

"Investment Company Event" means that a change in any
applicable United States law or regulation or in the interpretation thereof
(including but not limited to the enactment or imminent enactment of any
legislation, the publication of any judicial decisions, regulatory rulings,
regulatory procedures, or notices or announcements (including notices or
announcements of intent to adopt such procedures or regulations), or a change in
the official position or the interpretation of any law or regulation by any
legislative body, court, governmental authority or regulatory body, irrespective
of the manner in which such change is made known) shall have occurred after May
___, 1995, and that the Company or American General shall have received an
opinion of nationally recognized independent legal counsel experienced in
practice under the Investment Company Act of 1940, as amended (the "1940 Act"),
that, as a result of such change, there exists more than an insubstantial risk
that the Company is or will be considered an "investment company" which is
required to be registered under the 1940 Act.

"Liquidation Distribution" has the meaning set forth in Section
7 hereof.

"Notice of Conversion" has the meaning set forth in Section
8(b) hereof.

"Notice of Conversion Expiration" has the meaning set forth in
Section 8(d)(iii) hereof.

"Notice of Exchange" has the meaning set forth in Section 6(a)
hereof.

"Notice of Exchange Election" has the meaning set forth in
Section 9(a) hereof.

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<PAGE> 4

"Notice of Redemption" has the meaning set forth in Section
6(a) hereof.

"NYSE" means the New York Stock Exchange, Inc.

"Press Release" has the meaning set forth in Section 8(d)(ii)
hereof.

"Redemption Price" has the meaning set forth in Section 5(a)
hereof.

"Securities Act" means the Securities Act of 1933, as amended.

"Series A Debentures" means the $__________ aggregate principal
amount (or up to $___________ aggregate principal amount if and to the extent
the over-allotment option granted by the Company to the underwriters of the
Series A Preferred Securities is exercised) of American General's ___% Series A
Convertible Junior Subordinated Debentures due 2025 issued pursuant to the
Indenture and sold by American General to the Company in connection with the
issuance and sale by the Company of the Series A Preferred Securities.

"Series A Preferred Securities" has the meaning set forth in
Section 2 hereof.

"Tax Event" means that a change in any applicable United States
law or regulation or in the interpretation thereof (including but not limited to
the enactment or imminent enactment of any legislation, the publication of any
judicial decisions, regulatory rulings, regulatory procedures, or notices or
announcements (including notices or announcements of intent to adopt such
procedures or regulations), or a change in the official position or the
interpretation of any law or regulation by any legislative body, court,
governmental authority or regulatory body, irrespective of the manner in which
such change is made known) shall have occurred after May ___, 1995, and that the
Company or American General shall have received an opinion of nationally
recognized independent legal counsel experienced in such matters that, as a
result of such change, there exists more than an insubstantial risk that (i) the
Company will be subject to federal income tax with respect to the interest
received on the Series A Debentures, (ii) American General will be precluded
from deducting the interest paid on the Series A Debentures for federal income
tax purposes or (iii) the Company will be subject to more than a de minimis
amount of other taxes, duties or other governmental charges.

"Trading Day" means, with respect to any security listed or
admitted to trading on the NYSE, any day on which such securities are traded on
the NYSE, or, if such security is not listed or admitted to trading on the NYSE,
on the principal national securities exchange on which such security is listed
or admitted to trading, or, if such security is not listed or admitted to
trading on a national securities exchange, on the National Market System of the
National Association of Securities Dealers, Inc., or, if such security is not
quoted or admitted to trading on such quotation system, on the principal
quotation system on which such security is listed or admitted to trading or
quoted, or, if not listed or admitted to trading or quoted on any national
securities exchange or quotation system, in the over-the-counter market.

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<PAGE> 5

2. Designation. A total of 4,500,000 ___% Convertible Monthly Income
Preferred Securities, Series A (or up to 5,000,000 ___% Convertible Monthly
Income Preferred Securities, Series A if and to the extent the over-allotment
option granted by the Company to the related underwriters is exercised) with a
liquidation preference of $50.00 per Preferred Security are hereby authorized
and designated as "___% Convertible Monthly Income Preferred Securities, Series
A" (collectively, the "Series A Preferred Securities").

3. Voting. Except as otherwise provided in the Delaware Limited
Liability Company Act, 6 Del. C. Section 18-101, et seq., as amended, the
Agreement (including, without limitation, Section 8.1 thereof) or this Written
Action, Preferred Members holding the Series A Preferred Securities shall have,
with respect to such Series A Preferred Securities, no right or power to vote on
any question or matter or in any proceeding or to be represented at, or to
receive notice of, any meeting of Members.

4. Dividends. (a) The Holders shall be entitled to receive, when, as
and if declared by the Company out of funds legally available therefor,
cumulative cash dividends at a rate per annum of ____% of the liquidation
preference of $50.00 per Series A Preferred Security. The amount of dividends
payable for a full monthly dividend period shall be computed on the basis of a
360-day year consisting of 12 months of 30 days each, and for any period shorter
than a full monthly dividend period, shall be computed on the basis of the
actual number of days elapsed in such period. Dividends shall accrue from
______________, 1995, and shall be payable in United States dollars monthly in
arrears on the last day of each calendar month of each year, commencing June 30,
1995. Dividends shall accrue and be cumulative whether or not they have been
earned or declared and whether or not there are funds of the Company legally
available for the payment of dividends. Upon any dividend arrearages in respect
of the Series A Preferred Securities, the Company shall declare and pay
Additional Dividends in order to provide, in effect, monthly compounding on such
dividend arrearages at a rate of ____% per annum compounded monthly and such
Additional Dividends shall accumulate. In the event that any date on which
dividends are payable on the Series A Preferred Securities is not a Business
Day, then payment of the dividend payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

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<PAGE> 6

Distribution pursuant to Section 15.4 of the Agreement. Dividends will be
payable to the Holders as of the relevant record dates, which, if and so long as
the Series A Preferred Securities are represented by one or more global
certificates through the book-entry system of a Clearing Agency, will be one
Business Day prior to the related Dividend Payment Dates. In the event that the
Series A Preferred Securities shall not continue to be so represented, the
Managing Member shall have the right to select relevant record dates that are
more than one Business Day prior to the related Dividend Payment Dates. In
addition, if American General has extended an interest payment period with
respect to the Series A Debentures pursuant to the Indenture, thereby resulting
in the deferral of the payment of dividends on the Series A Preferred
Securities, the Managing Member shall notify the Holders in writing as to such
extended interest payment period no later than the last date on which notice
would be required to be given to the NYSE of the related record date or Dividend
Payment Date.

(c) In the event of an election by a Holder to convert its
Series A Preferred Securities through the Conversion Agent into American General
Common Stock pursuant to Section 8 hereof, neither American General nor the
Company shall make, or be required to make, any payment, allowance or adjustment
with respect to accumulated and unpaid dividends, whether or not in arrears, on
such converted Series A Preferred Securities, except that Holders at the close
of business on a record date for the payment of dividends on the Series A
Preferred Securities will be entitled to receive the dividend payable on such
Series A Preferred Securities on the related Dividend Payment Date
notwithstanding the conversion of such Series A Preferred Securities into
American General Common Stock following such record date but prior to such
Dividend Payment Date.

5. Redemption and Exchange. (a) If at any time following the Conversion
Expiration Date, less than ten percent (10%) of the aggregate number of Series A
Preferred Securities issued hereunder remains outstanding, such Series A
Preferred Securities shall be redeemable at the option of the Company (subject
to the prior consent of American General), in whole but not in part, at a cash
redemption price equal to the liquidation preference for such Series A Preferred
Securities plus accumulated and unpaid dividends (whether or not earned or
declared), including any Additional Dividends, to the date fixed for redemption
thereof (the "Redemption Price"). American General shall have the right to cause
the Company to exercise such redemption option.

(b) Upon repayment by American General of the principal of the
Series A Debentures at stated maturity, earlier redemption or otherwise,
including as a result of the acceleration of the Series A Debentures upon the
occurrence of an Event of Default under the Indenture with respect to the Series
A Debentures, the Series A Preferred Securities shall be subject to mandatory
redemption, in whole but not in part, by the Company, and the proceeds from such
repayment shall be applied to redeem the Series A Preferred Securities at the
Redemption Price (unless such proceeds are used to fund the aggregate
Liquidation Distributions on the Series A Preferred Securities in connection
with the liquidation, dissolution or winding-up of the Company). In case of such
repayment, the Series A Preferred Securities will only be redeemed when
repayment of the Series A Debentures has actually been received by the Company.

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<PAGE> 7

(c) The Series A Preferred Securities shall be redeemable at
the option of the Company (subject to the prior consent of American General), in
whole or in part from time to time, on or after _____________, 2003 at the
Redemption Price. The Company may not redeem the Series A Preferred Securities
in part unless all accumulated and unpaid dividends (whether or not earned or
declared), including any Additional Dividends, have been paid in full on all
Series A Preferred Securities for all monthly dividend periods terminating on or
prior to the date of redemption. American General shall have the right to cause
the Company to exercise such redemption option.

(d) At any time after the occurrence of a Tax Event or an
Investment Company Event, the Company (subject to the prior consent of American
General) may exchange, in whole but not in part, the Series A Preferred
Securities for Series A Debentures having an aggregate principal amount and
accrued and unpaid interest equal to the Redemption Price. Upon any such
exchange, American General will use its best efforts to have the Series A
Debentures listed on the NYSE or, if the Series A Preferred Securities are not
then listed on the NYSE, such other exchange on which the Series A Preferred
Securities may then be listed. American General shall have the right to cause
the Company to exercise its right to effect any such exchange for Series A
Debentures.

(e) Subject to applicable law, American General or its
subsidiaries may at any time and from time to time purchase outstanding Series A
Preferred Securities by tender, in the open market or otherwise.

6. Redemption and Exchange Procedures. (a) Notice of any redemption
(optional or mandatory) of the Series A Preferred Securities (a "Notice of
Redemption") and notice of any exchange of the Series A Preferred Securities for
Series A Debentures (a "Notice of Exchange") shall be irrevocable and shall be
given by the Company by mail not fewer than 30 nor more than 60 calendar days
prior to the date fixed for redemption or exchange thereof to American General
and (i) with respect to a Notice of Redemption, to each Holder of Series A
Preferred Securities that are being redeemed and (ii) with respect to a Notice
of Exchange, to each Holder of Series A Preferred Securities. For purposes of
the calculation of the date of redemption or exchange and the dates on which
notices are given pursuant to this Section 6(a), a Notice of Redemption or
Notice of Exchange shall be deemed to be given on the day such notice is first
mailed by first-class mail, postage prepaid, to each appropriate Holder of
Series A Preferred Securities. A Notice of Redemption or Notice of Exchange
shall be addressed to each appropriate Holder of Series A Preferred Securities
at the address of such Holder appearing in the books and records of the Company.
If all of the Series A Preferred Securities are represented by Book-Entry
Interests, Notices of Redemption or Notices of Exchange shall be sent to the
Clearing Agency. No defect in the Notice of Redemption or Notice of Exchange or
in the mailing thereof with respect to any Series A Preferred Security shall
affect the validity of the redemption or exchange proceedings with respect to
any other Series A Preferred Security.

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<PAGE> 8

(b) If the Company issues a Notice of Redemption, then, by
12:00 noon, New York time, on the date fixed for redemption, American General
will repay to the Company an aggregate principal amount of the Series A
Debentures, which, together with accrued and unpaid interest thereon, will be an
amount sufficient to pay the Redemption Price for the Series A Preferred
Securities to be redeemed. If the Series A Preferred Securities are represented
by Book-Entry Interests, the Company shall irrevocably deposit such funds on the
date fixed for redemption with the Clearing Agency and give the Clearing Agency
irrevocable instructions and authority to pay the Redemption Price to the
Holders of the Series A Preferred Securities to be redeemed, and if the Series A
Preferred Securities are not represented by Book-Entry Interests, the Company
shall irrevocably deposit such funds with the paying agent for the Series A
Preferred Securities and give such paying agent such irrevocable instructions
and authority to pay the Redemption Price to the Holders of the Series A
Preferred Securities to be redeemed. If a Notice of Redemption shall have been
given and funds irrevocably deposited as required, then immediately prior to the
close of business on the date of such deposit, all rights of the Holders of such
Series A Preferred Securities so called for redemption will cease, except the
right of such Holders to receive the Redemption Price, but without additional
interest from and after such redemption date. In the event that any date fixed
for redemption of Series A Preferred Securities is not a Business Day, then
payment of the Redemption Price payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that if such Business Day falls in
the next calendar year, such payment will be made on the immediately preceding
Business Day. In the event that payment of the Redemption Price is improperly
withheld or refused and not paid either by the Company or by American General
(pursuant to the Guarantee), dividends on the Series A Preferred Securities
called for redemption (including any Additional Dividends) will continue to
accumulate at the then applicable rate, from the original redemption date to the
date that the Redemption Price is actually paid and the Holders of such Series A
Preferred Securities may exercise all of their rights as Holders thereof.

(c) If the Company issues a Notice of Exchange, then following
the date fixed for the exchange of Series A Preferred Securities for Series A
Debentures (as set forth in the Notice of Exchange), (i) the Series A Preferred
Securities will no longer be deemed to be outstanding, (ii) certificates
representing Series A Debentures will be issued to holders of certificates
representing Series A Preferred Securities, upon surrender of such certificates
to the Company or its agent for exchange, (iii) any certificates representing
Series A Preferred Securities not so surrendered for exchange will be deemed to
represent Series A Debentures having a principal amount and accrued and unpaid
interest equal to the Redemption Price of such Series A Preferred Securities
until such certificates are so surrendered (and until such certificates are so
surrendered, no payments of interest or principal will be made with respect to
such Series A Debentures) and (iv) all rights of Holders of Series A Preferred
Securities will cease, except the right of such Holders to receive Series A
Debentures upon surrender of certificates representing Series A Preferred
Securities.

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<PAGE> 9

7. Liquidation Rights. In the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company (other than in connection
with or after the exchange of the Series A Preferred Securities for the Series A
Debentures as set forth in Section 5(d) or for American General Preferred Stock
as set forth in Section 9), the Holders of Series A Preferred Securities then
outstanding will be entitled to receive out of the assets of the Company
(including any Eligible Investments or amounts deposited in the Eligible
Investment Account) legally available for distribution to Members, after
satisfaction of liabilities of creditors as required by the Delaware Act but
before any distribution of assets is made with respect to any Interest in the
Company ranking junior to the Series A Preferred Securities as to the
distribution of assets upon such liquidation, dissolution or winding-up of the
Company, but together with Preferred Members holding Preferred Securities or any
other Interests in the Company then outstanding ranking pari passu with the
Series A Preferred Securities as to the distribution of assets upon such
liquidation, dissolution or winding-up of the Company, an amount equal to the
aggregate of the liquidation preference of $50.00 per Series A Preferred
Security plus all accumulated and unpaid Dividends (whether or not earned or
declared), including any Additional Dividends, to the date of payment (the
"Liquidation Distribution"). A merger, consolidation, replacement, conveyance,
transfer or lease in accordance with the provisions of Section 2.8 of the
Agreement shall not be deemed to be a liquidation, dissolution or winding-up of
the Company for purposes of this Section 7.

8. Conversion Rights. The Holders of Series A Preferred Securities
shall have the right, at their option, at any time before the close of business
on the Conversion Expiration Date, to cause the Conversion Agent to convert
Series A Preferred Securities, on behalf of the converting Holders, into shares
of American General Common Stock in the manner described herein and subject to
the following terms and conditions:

(a) The Series A Preferred Securities will be convertible at
the office of the Conversion Agent into validly issued, fully paid and
nonassessable shares of American General Common Stock pursuant to the Holder's
direction to the Conversion Agent (i) to exchange such Series A Preferred
Securities for a portion of the Series A Debentures theretofore held by the
Company on the basis of one Series A Preferred Security per $50.00 principal
amount of the Series A Debentures, and (ii) to immediately convert such amount
of Series A Debentures into validly issued, fully paid and nonassessable shares
of American General Common Stock at an initial conversion rate of ___ shares of
American General Common Stock per $50.00 principal amount of Series A Debentures
(equivalent to a conversion price of $______ per share of American General
Common Stock), subject to those adjustments set forth in the terms of the Series
A Debentures (as so adjusted, "Conversion Price").

(b) In order to convert Series A Preferred Securities into
American General Common Stock as contemplated in Section 8(a) hereof, a Holder
shall surrender the Series A Preferred Securities to be converted to the
Conversion Agent, together with an irrevocable notice of conversion (i) setting
forth the number of Series A Preferred Securities to be converted and the name
or names, if other than the Holder, in which the shares of American General
Common Stock and of any Series A Preferred Securities not

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<PAGE> 10

to be so converted are to be issued (subject to compliance with applicable legal
requirements if any of such certificates are to be issued in a name other than
the name of the Holder), (ii) directing the Conversion Agent (a) to exchange
such Series A Preferred Securities for a portion of the Series A Debentures held
by the Company (at the rate of exchange specified in Section 8(a) hereof) and
(b) to immediately convert such Series A Debentures, on behalf of such Holder,
into American General Common Stock (at the Conversion Price specified in Section
8(a) hereof) and (iii) setting forth the address or addresses to which such
Holder wishes delivery to be made of such certificate or certificates for
American General Common Stock to be issued upon such conversion (the "Notice of
Conversion"). Holders may obtain copies of the required form of the Notice of
Conversion from the Conversion Agent. If the Notice of Conversion is received by
the Conversion Agent before the close of business on the Conversion Expiration
Date, the Conversion Agent shall notify the Company of the Holder's election to
exchange Series A Preferred Securities for a portion of the Series A Debentures
held by the Company and the Company shall, upon receipt of such notice, deliver
to the Conversion Agent the specified principal amount of Series A Debentures
for conversion in accordance with this Section 8. The Conversion Agent shall
thereupon notify American General of the Holder's election to convert such
Series A Debentures into the specified number of shares of American General
Common Stock. Series A Preferred Securities shall be deemed to have been
converted immediately prior to the close of business on the day on which a
Notice of Conversion relating to such Series A Preferred Securities is received
by the Conversion Agent in accordance with the foregoing provision (the
"Conversion Date"). The Person or Persons entitled to receive the American
General Common Stock issuable upon conversion of the Series A Debentures shall
be treated for all purposes as the record holder or holders of such American
General Common Stock at such time. No fractional shares of American General
Common Stock will be issued as a result of conversion, but in lieu thereof such
fractional interest will be paid in cash by American General as contemplated in
Section 8(e). As promptly as practicable on or after the Conversion Date,
American General shall issue and deliver at the office of the Conversion Agent a
certificate or certificates for the number of full shares of American General
Common Stock issuable upon such conversion, together with the cash payment, if
any, in lieu of any fractional share of American General Common Stock, whereupon
the Conversion Agent shall distribute such certificate or certificates and cash
payment, if any, to the Person or Persons entitled to receive the same at the
address or addresses specified in the Notice of Conversion.

(c) Each Holder of a Series A Preferred Security by his
acceptance thereof appoints the transfer agent for the Series A Preferred
Securities as "Conversion Agent" for the purpose of effecting the conversion of
Series A Preferred Securities in accordance with this Section 8 and the exchange
of Series A Preferred Securities for American General Preferred Stock in
accordance with Section 9 hereof. In effecting the conversion and exchange
transactions described in this Section 8 and Section 9 hereof, the Conversion
Agent shall be acting as agent of the Holders of Series A Preferred Securities
directing it to effect such conversion or exchange transactions. The Conversion
Agent is hereby authorized (i) to exchange Series A Preferred Securities from
time to time for Series A Debentures held by the Company in connection with the
conversion or exchange of such Series A Preferred Securities in accordance with
this Section 8 and Section 9 hereof, (ii) to

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convert all or a portion of the Series A Debentures into American General Common
Stock and thereupon to deliver such shares of American General Common Stock, all
in accordance with the provisions of this Section 8, and to deliver to the
Company a new Series A Debenture or Debentures for any resulting unconverted
principal amount and (iii) to exchange all or a portion of the Series A
Debentures for shares of American General Preferred Stock and thereupon to
deliver such shares of American General Preferred Stock, all in accordance with
the provisions of Section 9 hereof.

(d) (i) On and after ________________, ____, the Company shall
have the right, at its option, to cause the conversion rights of
Holders of the Series A Preferred Securities set forth in this Section
8 to expire if (x) the Company shall have paid in full all accumulated
and unpaid dividends (whether or not earned or declared), including any
Additional Dividends, on all of the Series A Preferred Securities for
all dividend periods terminating on or prior to such date and (y) for
20 Trading Days within any period of 30 consecutive Trading Days,
including the last Trading Day of such period, the Current Market Price
of the American General Common Stock on each of such 20 Trading Days
shall have exceeded 120% of the Conversion Price in effect on such
Trading Day. American General shall have the right to cause the Company
to exercise such conversion expiration option.

(ii) In order to exercise its option to cause the conversion
rights of Holders to expire, the Company must issue a press release for
publication on the Dow Jones News Service or on a comparable news
service (the "Press Release") prior to the opening of business on the
second Trading Day after any period in which the conditions in Section
8(d)(i) have been met, which shall state that the Company has elected
to exercise its right to extinguish the conversion rights of Holders of
Series A Preferred Securities, specify the Conversion Expiration Date
and provide the Conversion Price of the Series A Preferred Securities
and the Current Market Price of the American General Common Stock, in
each case as of the close of business on the Trading Day next preceding
the date of the Press Release. If the Company exercises the option
described in this Section 8(d), the "Conversion Expiration Date" shall
be the close of business on the Business Day selected by the Company
which shall be not less than 30 or more than 60 calendar days after the
date on which the Company issues the Press Release; provided, however,
that if the Company does not exercise the option described in this
Section 8(d), the "Conversion Expiration Date" with respect to any
Series A Preferred Securities called for redemption shall be the close
of business on the third Business Day prior to the scheduled date for
redemption pursuant to Section 5 hereof, unless the Company defaults in
making payment of the Redemption Price payable on redemption.

(iii) In addition to the Press Release, notice of the
expiration of conversion rights of Holders of the Series A Preferred
Securities (a "Notice of Conversion Expiration") must be given by the
Company by first-class mail to each Holder of Series A Preferred
Securities not more than four Business Days after the Company issues
the Press Release. Each such mailed Notice of Conversion Expiration
shall state: (1) the Conversion Expiration Date; (2) the Conversion
Price of the Series A

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<PAGE> 12

Preferred Securities and the Current Market Price of the American
General Common Stock, in each case as of the close of business on the
Trading Day next preceding the date of the Press Release; (3) the place
or places at which a Notice of Conversion may be given and Series A
Preferred Securities may be surrendered prior to the Conversion
Expiration Date for certificates representing shares of American
General Common Stock; and (4) such other information or instructions as
the Company deems necessary or advisable to enable a Holder to exercise
its conversion right hereunder. For purposes of the calculation of the
Conversion Expiration Date and the dates on which notices are given
pursuant to this Section 8(d)(iii), a Notice of Conversion Expiration
shall be deemed to have been given on the day such notice is first
mailed by first-class mail, postage prepaid, to each Holder of Series A
Preferred Securities at the address of such Holder appearing in the
books and records of the Company (whether or not any such Holder
receives the Notice of Conversion Expiration). No defect in the Notice
of Conversion Expiration or in the mailing thereof with respect to any
Series A Preferred Security shall affect the validity of such notice
with respect to any other Series A Preferred Security. As of the close
of business on the Conversion Expiration Date, the Series A Preferred
Securities shall be deemed to be non-convertible securities.

(e) No fractional shares of American General Common Stock will
be issued as a result of conversion, but in lieu thereof such fractional
interest will be paid in cash (based on the Current Market Price of the American
General Common Stock on the date on which the certificate or certificates for
such shares of Series A Preferred Securities were duly surrendered for
conversion, or, if such date is not a Trading Day for the American General
Common Stock, on the next Trading Day) by American General to the Conversion
Agent, which in turn will make such payment to the Holder or Holders of Series A
Preferred Securities so converted.

(f) American General shall at all times reserve and keep
available out of its authorized and unissued American General Common Stock,
solely for issuance upon the conversion of the Series A Debentures, free from
any preemptive or other similar rights, such number of shares of American
General Common Stock as shall from time to time be issuable upon the conversion
of all the Series A Debentures then outstanding. Notwithstanding the foregoing,
American General shall be entitled to deliver upon conversion of Series A
Debentures, shares of American General Common Stock reacquired and held in the
treasury of American General (in lieu of the issuance of authorized and unissued
shares of American General Common Stock), so long as any such treasury shares
are free and clear of all liens, charges, claims, equities, security interests
or encumbrances. Any shares of American General Common Stock issued and
delivered upon conversion of the Series A Debentures and exchange of the Series
A Preferred Securities shall be duly authorized, validly issued, fully paid and
nonassessable. The Conversion Agent shall deliver the shares of American General
Common Stock received upon conversion of the Series A Debentures and exchange of
the Series A Preferred Securities to the converting Holder, free and clear of
all liens, charges, claims, equities, security interests and encumbrances,
except for United States withholding taxes. Each of American General and the
Company shall use

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its best efforts to obtain and keep in force such governmental or regulatory
permits or other authorizations as may be required by law, and shall comply with
all applicable requirements as to registration or qualification of the American
General Common Stock (and all listing requirements of any stock exchange on
which the American General Common Stock is then listed that are at the time
applicable), in order to enable American General to lawfully issue and deliver
such number of shares of American General Common Stock to the Conversion Agent
as shall from time to time be sufficient to effect the conversion of all of the
Series A Debentures and the Conversion Agent to lawfully deliver the American
General Common Stock upon conversion of the Series A Preferred Securities to the
Person or Persons entitled thereto.

(g) American General will pay any and all stock transfer and
documentary stamp taxes that may be payable in respect of the issue or delivery
of shares of American General Common Stock upon conversion of Series A
Debentures and exchange of the Series A Preferred Securities. American General
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of shares of American General
Common Stock in a name other than the name of any Holder of Series A Preferred
Securities so converted, and no such issue or delivery shall be made unless and
until the Holder requesting such conversion has paid to the Conversion Agent the
amount of any such tax or has established to the satisfaction of the Conversion
Agent that such tax has been paid or is not payable.

(h) Nothing in Section 8(g) shall limit the requirement of the
Company or the Conversion Agent to withhold taxes pursuant to applicable law or
otherwise require the Managing Member, the Company, American General or the
Conversion Agent to pay any amounts on account of such withholdings.

9. Optional Exchange For American General Preferred Stock. (a) Upon the
occurrence of an Exchange Event, the Holders of a Majority in Liquidation
Preference of the Series A Preferred Securities, voting at a meeting of Holders
called for such purpose or by written consents, may, at their option, direct the
Conversion Agent to (i) exchange all (but not less than all) of the Series A
Preferred Securities then outstanding for Series A Debentures held by the
Company at the rate of one Series A Preferred Security for each $50.00 principal
amount of Series A Debentures, (ii) immediately exchange such Series A
Debentures, on behalf of the Holders, for shares of American General Preferred
Stock, at the Exchange Price and (iii) distribute such shares of American
General Preferred Stock to the Holders. Upon receipt of such directions from
such Holders (the "Notice of Exchange Election"), the Conversion Agent shall
promptly notify the Company, American General and the trustee under the
Indenture of an Exchange Election by delivering copies of the Notice of Exchange
Election to such Persons. The Company, upon receipt of such Notice of Exchange
Election, shall deliver the requisite principal amount of Series A Debentures to
the Conversion Agent in exchange for the Series A Preferred Securities. American
General, upon receipt of such Notice of Exchange Election, shall, in exchange
for the corresponding principal amount of the Series A Debentures, issue
certificates for the number of shares of American General Preferred Stock
issuable at the Exchange Price in

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<PAGE> 14

the names of the Holders of Series A Preferred Securities designated in such
Notice of Exchange Election.

(b) The failure of the Holders of Series A Preferred Securities
to receive, for 15 consecutive months, the full amount of dividends, including
arrearages and any Additional Dividends, on the Series A Preferred Securities
(including any such failure caused by an extension of an interest payment period
on the Series A Debentures), shall constitute an "Exchange Event."

(c) As soon as practicable, but in no event later than 30
calendar days after the occurrence of an Exchange Event, the Managing Member
shall, upon not less than 15 calendar days' written notice by first-class mail
to the Holders of Series A Preferred Securities, convene a meeting of the
Holders of the Series A Preferred Securities (an "Exchange Election Meeting") to
determine whether to cause the Conversion Agent to exchange all of the Series A
Preferred Securities then outstanding for the related portion of Series A
Debentures held by the Company and immediately exchange such Series A
Debentures, on behalf of the Holders, for shares of American General Preferred
Stock in the manner set forth in Section 9(a) hereof. If the Managing Member
fails to convene such Exchange Election Meeting within such 30-day period, the
Holders of at least 10% in Liquidation Preference of the Series A Preferred
Securities will be entitled to convene such Exchange Election Meeting. Upon the
affirmative vote of the Holders of a Majority in Liquidation Preference of the
Series A Preferred Securities at such Exchange Election Meeting or, in the
absence of such meeting, upon receipt by the Company of written consents signed
by the Holders of a Majority in Liquidation Preference of the Series A Preferred
Securities, an election to exchange all outstanding Series A Preferred
Securities on the basis set forth above (an "Exchange Election") will be deemed
to have been made.

Holders, by becoming Members of the Company pursuant to Section
2.7 of the Agreement, will be deemed to have agreed to be bound by these
optional exchange provisions in regard to the exchange of Series A Preferred
Securities for American General Preferred Stock pursuant to the terms set forth
above.

(d) American General shall at all times reserve and keep
available out of its authorized and unissued American General Preferred Stock,
solely for issuance upon the exchange of Series A Debentures, free from any
preemptive or other similar rights, such number of shares of American General
Preferred Stock as shall from time to time be issuable upon the exchange of
Series A Debentures pursuant to Section 9(a) hereof. Each of American General
and the Company shall use its best efforts to obtain and keep in force such
governmental or regulatory permits or other authorizations as may be required by
law, and shall comply with all applicable requirements as to registration or
qualification of the American General Preferred Stock in order to enable
American General to lawfully issue and deliver the American General Preferred
Stock to the Conversion Agent upon exchange of the Series A Debentures and the
Conversion Agent to lawfully deliver the American General Preferred Stock upon
exchange of the Series A Preferred Securities to the Person or Persons entitled
thereto. All shares of American General Preferred Stock issued upon exchange of
Series A Debentures and the Series A Preferred Securities shall be duly

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<PAGE> 15

authorized, validly issued and fully paid and non-assessable and the terms of
the American General Preferred Stock shall be valid and binding on American
General. American General will use its best efforts to have such shares of
American General Preferred Stock listed on the NYSE or, if the Series A
Preferred Securities are not then listed on the NYSE, such other exchange on
which the Series A Preferred Securities may then be listed. The Conversion Agent
shall deliver the certificates representing shares of American General Preferred
Stock received upon exchange of the Series A Debentures and the Series A
Preferred Securities to the exchanging Holder, free and clear of all liens,
charges, claims, equities, security interests and encumbrances.

(e) American General will pay any and all stock transfer and
documentary stamp taxes that may be payable in respect of the issue or delivery
of shares of American General Preferred Stock upon exchange of the Series A
Debentures and the Series A Preferred Securities. American General shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of American General
Preferred Stock in a name other than the name of any Holder of Series A
Preferred Securities so exchanged, and no such issue or delivery shall be made
unless and until the Holder requesting such exchange has paid to the Conversion
Agent the amount of any such tax or has established to the satisfaction of the
Conversion Agent that such tax has been paid or is not payable.

(f) Series A Preferred Securities shall be deemed to have been
exchanged immediately prior to the close of business on the day on which the
Exchange Election is made. The Person or Persons entitled to receive the
certificates representing shares of American General Preferred Stock issuable
upon exchange of the Series A Debentures and the Series A Preferred Securities
shall be treated for all purposes as the record holder or holders of such
American General Preferred Stock at such time. As promptly as practicable on or
after the date on which the Exchange Election is made, American General shall
issue and deliver at the office of the Conversion Agent a certificate or
certificates for the number of full shares of American General Preferred Stock
issuable upon such exchange, whereupon the Conversion Agent shall promptly
distribute such certificate or certificates to the Person or Persons entitled to
receive the same.

(g) Nothing in Section 9(e) shall limit the requirement of the
Company or the Conversion Agent to withhold any taxes as may be required by
applicable law or otherwise require the Managing Member, the Company, American
General or the Conversion Agent to pay any amounts on account of such
withholdings.

10. Sinking Fund. The Series A Preferred Securities shall not be
subject to the operation of a retirement or sinking fund.

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<PAGE> 16

11. Guarantee of Liabilities. It shall be a condition precedent to
the issuance of the Series A Preferred Securities that American General execute
and deliver to the Company the Guarantee, the Indenture and the Series A
Debentures.

12. Book-Entry-Only Issuance. (a) The Depository Trust Company,
New York, New York ("DTC"), will initially act as the Clearing Agency. The
Series A Preferred Securities will be issued only as fully-registered securities
and will be initially registered in the name of Cede & Co. (DTC's partnership
nominee).

(b) Redemption notices shall be sent to Cede & Co. or any
successor thereof. If less than all of the Series A Preferred Securities are
being redeemed, such securities shall be redeemed in accordance with DTC's then
current practice.

(c) DTC may discontinue providing its services as Clearing
Agency with respect to the Series A Preferred Securities by giving reasonable
notice to the Company as provided in the agreement between the Company and DTC.
Under such circumstances, if a successor Clearing Agency is not obtained, the
Company at its expense shall cause certificates for Series A Preferred
Securities to be printed and delivered as promptly as practicable. If an Event
of Default occurs under the Indenture with respect to the Series A Debentures or
if the Company (with the consent of American General) decides to discontinue use
of the system of book-entry transfers through DTC (or a successor Clearing
Agency), the Company at its expense shall cause certificates for Series A
Preferred Securities to be printed and delivered to the beneficial owners of the
Series A Preferred Securities as promptly as practicable.

(d) In the event that the Series A Preferred Securities do not
remain in book-entry-only form, the following provisions will apply:

(i) Registration of transfers of Series A Preferred Securities
will be effected without charge by or on behalf of the Company, but
upon payment (and/or the giving of such indemnity as the Company or the
Managing Member may require) in respect of any tax or other
governmental charges which may be imposed in connection therewith.

(ii) Exchanges of Series A Preferred Securities for Series A
Debentures will be effected without charge by or on behalf of the
Company, but upon payment (and/or the giving of such indemnity as the
Company or the Managing Member may require) in respect of any tax or
other governmental charges which may be imposed in connection with the
issuance of any Series A Debenture in the name of any person other than
the Holder of the Series A Preferred Security for which the Series A
Debenture is being exchanged or for any reason other than such
exchange.

(iii) The Company will not be required to register or cause to
be registered the transfer of Series A Preferred Securities after such
Series A Preferred Securities have been called for redemption or
exchange.

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<PAGE> 17

13. Registrar and Transfer Agent. The Company hereby appoints Chemical
Mellon Shareholder Services, LLC as its initial registrar, transfer agent,
paying agent and Conversion Agent for the Series A Preferred Securities. The
Company may at any time designate an additional or substitute registrar,
transfer agent, paying agent and Conversion Agent for the Series A Preferred
Securities and shall promptly notify the Holders of the Series A Preferred
Securities of any such designation.

14. Governing Law. This Written Action shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to the principles of conflict of laws thereof.

IN WITNESS WHEREOF, the undersigned Managing Member of the Company has
hereto set its hand as of the day and year first above written.

AMERICAN GENERAL DELAWARE
MANAGEMENT CORPORATION

By:
-----------------------
Name:
Title:

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EXHIBIT 4(n)

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMERICAN GENERAL CAPITAL, L.L.C.

DATED AS OF MAY 24, 1995

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TABLE OF CONTENTS
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ARTICLE I

DEFINED TERMS

Section 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE II

CONTINUATION AND TERM; ADMISSION OF MEMBERS

Section 2.1. Continuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.2. Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.3. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.4. Registered Agent and Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.5. Principal Place of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.6. Qualification in Other Jurisdictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.7. Admission of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.8. Merger, Consolidation, etc. of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE III

PURPOSE AND POWERS OF THE COMPANY

Section 3.1. Purpose and Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE IV

CAPITAL CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS

Section 4.1. Form of Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.2. Contributions by the Common Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.3. Contributions by the Preferred Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.4. Investment Of Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.5. Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.6. General Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.7. Special Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.8. Allocations For Income Tax Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.9. Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.10. Allocation of Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.11. Interests as Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE V

MEMBERS

Section 5.1. Powers of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.2. Partition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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Section 5.3. Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VI

MANAGEMENT

Section 6.1. Management of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 6.2. Reliance by Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.3. No Management by any Preferred Members or American General . . . . . . . . . . . . . . . . . . . . . . . 17

Section 6.4. Preferred Members May Appoint a Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.5. Business Transactions of the Managing Member with the Company . . . . . . . . . . . . . . . . . . . . . 18

Section 6.6. Outside Businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VII

COMMON SECURITIES AND PREFERRED SECURITIES

Section 7.1. Common Securities and Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 7.2. Persons Deemed Preferred Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE VIII

VOTING AND MEETINGS

Section 8.1. Voting Rights of Holders of Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 8.2. Voting Rights of Holders of Common Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 8.3. Meetings of the Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE IX

DIVIDENDS

Section 9.1. Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 9.2. Limitations on Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 9.3. Certain Restrictions on the Payment of Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE X

BOOKS AND RECORDS

Section 10.1. Books and Records; Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 10.2. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 10.3. Limitation on Access to Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE XI

TAX MATTERS

Section 11.1. Company Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 11.2. Tax Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 11.3. Taxation as Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

</TABLE>

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ARTICLE XII

EXPENSES

Section 12.1. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE XIII

LIABILITY

Section 13.1. Liability of Common Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 13.2. Liability of Preferred Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE XIV

ASSIGNMENT OF INTERESTS

Section 14.1. Assignment of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 14.2. Right of Assignee to Become a Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 14.3. Events of Cessation of Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE XV

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 15.1. No Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 15.2. Events Causing Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 15.3. Notice of Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 15.4. Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 15.5. Certain Restrictions on Liquidation Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 15.6. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE XVI

MISCELLANEOUS

Section 16.1. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 16.2. Successors; Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 16.3. Governing Law; Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 16.4. Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 16.5. Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 16.6. Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 16.7. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 16.8. Additional Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 16.9. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

</TABLE>

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<PAGE> 5

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
AMERICAN GENERAL CAPITAL, L.L.C.

This Amended and Restated Limited Liability Company Agreement of
American General Capital, L.L.C. (the "Company") is made as of May 24, 1995,
among American General Corporation ("American General") and American General
Delaware Management Corporation ("American General Manager"), as current Members
(as defined below) of the Company and the Persons (as defined below) who become
Members of the Company in accordance with the provisions hereof.

WHEREAS, on April 20, 1995, American General Manager was admitted as a
member of the Company; and

WHEREAS, on April 20, 1995, AGCSI resigned as a Member of the Company
and all of AGCSI's interest in the Company was redeemed and cancelled; and

WHEREAS, on April 20, 1995, American General and American General
Manager entered into the First Amendment to the Limited Liability Company
Agreement; and

<PAGE> 6

ARTICLE I

DEFINED TERMS

SECTION 1.1. DEFINITIONS. The terms defined in this Article I shall,
for the purposes of this Agreement, have the meanings herein specified.

"Additional Dividends" shall have the meaning, if any, set
forth in the Preferred Securities Designation with respect to a series of
Preferred Securities. Such term shall apply to a series of Preferred Securities
only if and to the extent set forth in the related Preferred Securities
Designation.

"Affiliate" means with respect to a specified Person, any
Person that directly or indirectly controls, is controlled by, or is under
common control with, the specified Person. As used in this definition, the term
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise.

"Agreement" means this Amended and Restated Limited Liability
Company Agreement of the Company, as amended, modified, supplemented or restated
from time to time.

"American General Common Stock" means the Common Stock, par
value $.50 per share, of American General.

"American General Preferred Stock" means the Preferred Stock,
par value $1.50 per share, of American General.

"Capital Account" shall have the meaning set forth in Section
4.5.

"Certificate" means the Certificate of Formation referred to in
the first recital of this Agreement and any and all amendments thereto and
restatements thereof filed on behalf of the Company with the office of the
Secretary of State of the State of Delaware pursuant to the Delaware Act.

"Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any corresponding federal tax statute enacted after the date of
this Agreement. A reference to a specific section (Section) of the Code refers
not only to such specific section but also to any corresponding provision of any
federal tax statute enacted after the date of this Agreement, as such specific
section or corresponding provision is in effect on the date of application of
the provisions of this Agreement containing such reference.

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<PAGE> 7

"Common Member" means a Member that holds one or more Common
Securities.

"Common Securities" means the Interests in the Company which
represent common limited liability company interests in the Company and are
described in this Agreement.

"Company Distribution Account" shall have the meaning set forth
in Section 4.4 of this Agreement.

"Company Dividend Junior Securities" shall have the meaning set
forth in Section 9.3 of this Agreement.

"Company Dividend Parity Securities" shall have the meaning set
forth in Section 9.3 of this Agreement.

"Company Liquidation Parity Securities" shall have the meaning
set forth in Section 15.5 of this Agreement.

"Debentures" means the Debentures evidencing the loans to
American General from the Company of substantially all of the Proceeds of the
issuances of Interests and related capital contributions.

"Dividend Payment Date" has the meaning set forth in Section
9.1(c) of this Agreement.

"Eligible Investment Account" means either (a) a segregated
account with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the laws
of the United States of America or any one of the states thereof or the District
of Columbia (or any domestic branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in such account, so long as any
of the securities of such depository institution shall have a credit rating from
each Rating Agency in one of its generic rating categories which signifies
investment grade.

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<PAGE> 8

by the FDIC or (2) (i) the parent of which has a long-term or short-term
unsecured debt rating which signifies investment grade and (ii) whose deposits
are insured by the FDIC.

"Eligible Investments" mean book-entry securities, negotiable
instruments, cash or securities represented by instruments in bearer or
registered form which evidence:

(b) commercial paper having, at the time of the investment or
contractual commitment to invest therein, a rating from each of S&P,
Moody's and, if rated by Fitch, Fitch in the highest investment rating
category granted thereby and having a maturity not in excess of nine
months;

(d) repurchase obligations with respect to any security that is
a direct obligation of, or fully guaranteed by, the Government of the
United States of America or any agency or instrumentality thereof, the
obligations of which are backed by the full faith and credit of the
United States of America, in either case entered into with a depository
institution or trust company which is an Eligible Institution and the
deposits of which are insured by the FDIC; and

"FDIC" means the Federal Deposit Insurance Corporation or any
successor thereto.

"Fiscal Period" means a calendar month.

"Fitch" means Fitch Investors Service, Inc. or any successor
thereto.

"Guarantee" means the Guarantee Agreement to be entered into by
American General for the benefit of the Preferred Members, as amended from time
to time.

"Indemnified Person" means each Common Member, any Affiliate of
such Common Member or any officers, directors, managers, shareholders, partners,
members, employees, representatives or agents of such Common Member, or any
employee or agent of the Company or its Affiliates.

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<PAGE> 9

"Liquidation Distribution" shall have the meaning set forth in
Section 15.5 of this Agreement.

"LP Act" means the Delaware Revised Uniform Limited Partnership
Act. 6 Del C. Section 17-101, et seq., as amended from time to time.

"Majority (Or Other Stated Percentage) in Liquidation
Preference" means Preferred Members who are the record owners of Preferred
Securities whose aggregate liquidation preferences represent more than 50% or
not less than such stated percentage of the aggregate liquidation preference of
all Preferred Securities of any particular series or all series, as the context
requires, then outstanding.

"Managing Member" means American General Manager, in its
capacity as the manager of the Company and as a Member that holds Common
Securities.

"Member" means any Person that holds an Interest in the Company
and is admitted as a member of the Company pursuant to the provisions of this
Agreement, in its capacity as a member of the Company. For purposes of the
Delaware Act, the Common Members and the Preferred Members shall constitute
separate classes or groups of Members.

"Moody's" means Moody's Investors Service, Inc. or any
successor thereto.

"Net Income" and "Net Loss", respectively, for any Fiscal
Period means the income and loss, respectively, of the Company for such Fiscal
Period as determined in accordance with the method of accounting followed by the
Company for federal income tax purposes, including, for all purposes, any
tax-exempt income and any expenditures of the Company which are described in
Section 705(a)(2)(B) of the Code (or treated as so described under Section
1.704-1(b)(2)(iv)(i) of the Treasury Regulations); provided, however, that any
item allocated under Section 4.7 shall be excluded from the computation of Net
Income and Net Loss.

"Person" means any individual, corporation, association,
partnership (general or limited), joint venture, trust, estate, limited
liability company, or other legal entity or organization.

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<PAGE> 10

"Preferred Certificate" means a certificate evidencing the
Preferred Securities held by a Preferred Member.

"Preferred Member" means a Member that holds one or more
Preferred Securities.

"Preferred Securities" means the Interests which represent
preferred limited liability company interests in the Company and are described
in this Agreement.

"Preferred Securities Designation" means any written action of
the Managing Member pursuant to Section 7.1(b) of this Agreement providing for
the issue of a series of Preferred Securities.

"Rating Agencies" means Fitch, Moody's and S&P.

"S&P" means Standard & Poor's Ratings Group or any successor
thereof.

"Tax Matters Partner" means the Managing Member designated as
such in Section 11.1(b) of this Agreement.

"Third Party Creditors" shall have the meaning set forth in
Section 13.1 of this Agreement.

SECTION 1.2. HEADINGS. The headings and subheadings in this Agreement
are included for convenience and identification only and are in no way intended
to describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.

ARTICLE II

CONTINUATION AND TERM; ADMISSION OF MEMBERS

SECTION 2.1. CONTINUATION.

(a) The Members hereby agree to continue the Company as a
limited liability company under and pursuant to the provisions of the Delaware
Act and agree that the rights, duties and liabilities of the Members shall be as
provided in the Delaware Act, except as otherwise provided herein.

(b) Upon the execution of this Agreement, American General and
American General Manager shall continue to be Members and shall each be
designated as a Common Member and shall together be the holders of all of the
Common Securities.

(c) The Managing Member, as an authorized person within the
meaning of the Delaware Act, shall execute, deliver and file any and all
amendments to and restatements of the Certificate.

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<PAGE> 11

SECTION 2.2. NAME. The name of the Company heretofore formed and
continued hereby is American General Capital, L.L.C. The business of the Company
may be conducted upon compliance with all applicable laws under any other name
designated by the Managing Member.

SECTION 2.4. REGISTERED AGENT AND OFFICE. The Company's registered
agent and office in Delaware shall be The Corporation Trust Company, 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801. At any time, the Managing
Member may designate another registered agent and/or registered office.

SECTION 2.6. QUALIFICATION IN OTHER JURISDICTIONS. The Managing Member
shall cause the Company to be qualified, formed or registered under assumed or
fictitious name statutes or similar laws in any jurisdiction in which the
Company conducts business and in which such qualification, formation or
registration is required by law or deemed advisable by the Managing Member. The
Managing Member, as an authorized person within the meaning of the Delaware Act,
shall execute, deliver and file any certificates (and any amendments and/or
restatements thereof) necessary for the Company to qualify to do business in a
jurisdiction in which the Company may wish to conduct business.

SECTION 2.7. ADMISSION OF MEMBERS.

(a) Subject to Section 2.1(b) of this Agreement, a Person shall be
admitted as a Member and shall become bound by the terms of this Agreement,
without execution of this Agreement, if such Person (or a representative
authorized by such Person orally, in writing or by other action such as payment
for an Interest) complies with the conditions for becoming a Member as set forth
in Section 2.7(b) and requests (which request shall be deemed to have been made
upon acquisition of an Interest directly from the Company or upon an assignment
of an Interest from another Person) that the records of the Company reflect such
admission. The Company shall be promptly notified of any assignment of an
Interest.

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<PAGE> 12

(b) Subject to the restrictions on transfer of Common Securities set
forth in Sections 7.1(e) and 14.1 of this Agreement, whether acquiring an
Interest directly from the Company or by assignment, a Person shall be admitted
as a Member upon the acquisition or assignment, as the case may be, of such
Interest and the reflection of such Person's admission as a Member on the
registration books maintained by or on behalf of the Company. The consent of any
other Member shall not be required for the admission of a Member.

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<PAGE> 13

company and (z) such merger, consolidation, replacement, conveyance, transfer or
lease will not adversely affect the limited liability of the Preferred Members
or the holders of the Successor Securities, if any, or result in federal income
tax liability to such Preferred Members or holders other than with respect to
any fractional share interests converted into cash.

ARTICLE III

PURPOSE AND POWERS OF THE COMPANY

SECTION 3.1. PURPOSE AND POWERS. The purposes of the Company are (a) to
issue Interests and to use substantially all of the proceeds from the issuance
thereof and the related capital contributions to purchase Debentures from
American General, (b) to invest, at all times, at least 1% of such proceeds and
capital contributions in the Eligible Investment Account as provided herein and
(c) except as otherwise limited herein, to enter into, make and perform all
contracts and other undertakings, and to take any and all actions necessary,
appropriate, proper, advisable, incidental or convenient to or for the
furtherance of the purpose of the Company as set forth herein. The Company may
not conduct any other business or operations except as contemplated by the
preceding sentence.

ARTICLE IV

CAPITAL CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS

SECTION 4.1. FORM OF CONTRIBUTION. The contribution of a Member to the
Company may, as determined by the Managing Member in its discretion, be in cash,
a promissory note or other legal consideration.

-9-
<PAGE> 14

SECTION 4.4. INVESTMENT OF CAPITAL CONTRIBUTIONS.

(a) The Managing Member shall establish and maintain in the
name of the Company an Eligible Investment Account bearing a
designation clearly indicating that the funds deposited therein are
held for the benefit of the Company. The Managing Member shall deposit
from the proceeds of the aggregate capital contributions received from
the Members, upon their receipt thereof, an amount equal to at least 1%
of such aggregate capital contributions into the Eligible Investment
Account.

(b) Funds on deposit in the Eligible Investment Account shall
be invested by the Managing Member; provided, however, it is understood
and agreed that the Managing Member shall not be liable for any loss
arising from such investment in Eligible Investments; provided,
further, that none of the funds deposited in the Eligible Investment
Account shall be invested in an Eligible Investment or Eligible
Investments issued by American General or an Affiliate thereof for a
period of five years following the Closing Date. All such Eligible
Investments shall be held by the Managing Member for the benefit of the
Company, provided, however, that on the day preceding each Dividend
Payment Date all interest and other investment income (net of losses
and investment expenses) on funds on deposit in the Eligible Investment
Account shall be deposited into the account maintained by the Company
for receipt of income on the Debentures (the "Company Distribution
Account") and shall constitute a portion of the Company's Net Income
eligible for distribution to the Members.

SECTION 4.6. GENERAL ALLOCATIONS. After giving effect to the special
allocations set forth in Section 4.7 of this Agreement:

(a) The Company's Net Income for each Fiscal Period shall be
allocated, as of the close of business for such Fiscal Period, as
follows:

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<PAGE> 15

of such Preferred Securities through the close of business for
such Fiscal Period, over (y) the amount of Net Income allocated
to such Preferred Member (and his predecessors in interest) in
respect of such Preferred Securities pursuant to this Section
4.6(a)(i) (and amounts, if any, allocated pursuant to Section
4.7(j) of this Agreement) for all prior Fiscal Periods.

(ii) Second, to each Preferred Member, in an amount
equal to the excess of (x) the amount of all Net Losses
allocated to such Preferred Member from the date of issuance of
such Preferred Member's Preferred Securities through the close
of business for such Fiscal Period pursuant to Section
4.6(b)(ii) over (y) the amount of Net Income allocated to such
Preferred Member (and his predecessors in interest) in respect
of such Preferred Securities pursuant to this Section
4.6(a)(ii) for all prior Fiscal Periods.

(iii) Any remaining Net Income shall be allocated to
the Common Members, and shared among them in the ratio in which
the Common Members have made contributions to the Company
pursuant to Section 4.2 of this Agreement.

(b) The Company's Net Loss for each Fiscal Period shall be
allocated, as of the close of business for such Fiscal Period, as
follows:

(i) First, to the Common Members (in the ratio in
which the Common Members have made contributions to the Company
pursuant to Section 4.2 of this Agreement) until the balance of
each Common Member's Adjusted Capital Account is reduced to
zero.

(ii) Second, to the Preferred Members (in proportion
to their respective aggregate Adjusted Capital Account
balances) until their Adjusted Capital Account balances are
reduced to zero.

(iii) Any remaining Net Loss shall be allocated to the
Common Members and shared among them in the ratio in which the
Common Members have made contributions to the Company pursuant
to Section 4.2 of this Agreement.

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<PAGE> 16

SECTION 4.7. SPECIAL ALLOCATIONS.

(a) If a Preferred Member delivers a Notice of Conversion to
the Conversion Agent pursuant to the appropriate Preferred Securities
Designation, which instructs the Conversion Agent to exchange Preferred
Securities of a series for a portion of the Debentures of the related
series held by the Company and to immediately thereafter convert such
Debentures into American General Common Stock, such Preferred Member
shall be allocated any interest income (including original issue
discount) accruing on a daily basis on the Debentures so converted
until the date of such conversion, but only to the extent such interest
income was not previously allocated to the Members in a prior Fiscal
Period under Section 4.6 of this Agreement or this Section 4.7.

(b) If the Conversion Agent exchanges all of the Preferred
Securities of a series for a portion of the Debentures of the related
series held by the Company and immediately thereafter exchanges such
Debentures for American General Preferred Stock of the related series,
pursuant to the appropriate Preferred Securities Designation, the
Preferred Members of such series shall be allocated (in proportion to
the liquidation preferences of such Preferred Securities held by each
such Preferred Member) any interest income (including original issue
discount) accruing on a daily basis on the Debentures so exchanged
until the date of such exchange, but only to the extent such interest
income was not previously allocated to the Members in prior Fiscal
Periods under Section 4.6 of this Agreement or this Section 4.7.

(c) If the Conversion Agent exchanges all of the Preferred
Securities of any series for a portion of the Debentures of the related
series held by the Company and distributes such Debentures to the
Preferred Members pursuant to the appropriate Preferred Securities
Designation, such Preferred Members shall be allocated (in proportion
to the liquidation preferences of such Preferred Securities held by
each such Preferred Member) any interest income (including original
issue discount) accruing on a daily basis on the Debentures so
distributed until the date of such distribution, but only to the extent
such interest income was not previously allocated to the Members in
prior Fiscal Periods under Section 4.6 of this Agreement or this
Section 4.7.

(d) If the Company receives a prepayment premium upon a
prepayment of some or all of the Debentures of any series, income, gain
or loss recognized by the Company from such prepayment shall be
allocated to the Preferred Members whose related Preferred Securities
are redeemed pursuant to the appropriate Preferred Securities
Designation as a result of such prepayment (in proportion to the
liquidation preferences of such Preferred Securities held by each such
Preferred Member).

(e) If the Company is deemed to receive a dividend under
Section 305(c) of the Code with respect to any series of Debentures,
the Preferred Members

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<PAGE> 17

holding Preferred Securities of the related series shall be allocated
(in proportion to the liquidation preferences of such Preferred
Securities held by each such Preferred Member) that portion of such
dividend income which is allocable to the portion of such series of
Debentures having an aggregate principal amount equal to the aggregate
liquidation preference of such Preferred Securities; the balance of
such dividend income shall be allocated to the Common Members and
shared among them in the ratio in which the Common Members have made
contributions to the Company pursuant to Section 4.2 of this Agreement
in connection with such Preferred Securities.

(f) All items of loss and deduction in respect of expenses
incurred by or on behalf of the Company and paid by a Common Member (or
out of such Common Member's share of distributions) shall be allocated
entirely to the Common Member which pays such expenses.

(g) For purposes of determining the Net Income, Net Loss or any
other items allocable to any Fiscal Period, Net Income, Net Loss and
any such other items shall be determined on a daily, monthly or other
basis, as determined by the Managing Member using any method that is
permissible under Section 706 of the Code and the Treasury Regulations
promulgated thereunder. Unless otherwise specified, such Net Income,
Net Loss or other items shall be determined for each Fiscal Period.

(i) The Members intend that the allocations under Section 4.6
of this Agreement and this Section 4.7 conform to Treasury Regulations
Sections 1.704-1(b) and 1.704-2 (including, without limitation and to
the extent applicable, the minimum gain chargeback, chargeback of
partner nonrecourse debt minimum gain, qualified income offset and
partner nonrecourse debt provisions of such Treasury Regulations), and
the Managing Member shall make such allocations under this Section 4.7,
or such changes in the allocations under Section 4.6 of this Agreement,
as it believes are reasonably necessary to meet all applicable
requirements of such Treasury Regulations.

(j) In the event that, for any Fiscal Period, the Company is
required to recognize income in respect of original issue discount on a
series of Debentures in

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<PAGE> 18

excess of the aggregate Dividends (including Additional Dividends)
accrued for such Fiscal Period in respect of the related series of
Preferred Securities, such excess income shall be allocated to the
Members in the same ratio as Net Income is allocated under Section 4.6
(a) of this Agreement.

SECTION 4.9. WITHHOLDING. The Company shall comply with withholding
requirements under federal, state and local law and shall remit amounts withheld
to and file required forms with applicable jurisdictions. To the extent that the
Company is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Member, the amount withheld shall
be deemed to be a distribution in the amount of the withholding to the Member.
In the event of any claimed over-withholding, Members shall be limited to an
action against the applicable jurisdiction. If the amount withheld was not
withheld from actual distributions, the Company may reduce subsequent
distributions by the amount of such withholding. Each Member agrees to furnish
the Company with such representations and forms as shall reasonably be requested
by the Company to assist it in determining the extent of, and in fulfilling, its
withholding obligations.

SECTION 4.10. ALLOCATION OF DISTRIBUTIONS. The distributions of
the Company shall, subject to the applicable terms of Sections 7.1, 9.1, 9.2,
9.3, 15.4 and 15.5 of this Agreement and of any series of Preferred Securities
(including the preferential allocation of distributions, if any), be allocated
entirely to the Common Members.

SECTION 4.11. INTERESTS AS PERSONAL PROPERTY. Each Member
hereby agrees that its Interest shall for all purposes be personal property. A
Member has no interest in specific Company property.

ARTICLE V

MEMBERS

SECTION 5.1. POWERS OF MEMBERS. The Members shall have the power to
exercise any and all rights or powers granted to the Members pursuant to the
express terms of this Agreement.

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<PAGE> 19

SECTION 5.2. PARTITION. Each Member waives any and all rights that it
may have to maintain an action for partition of the Company's property.

ARTICLE VI

MANAGEMENT

(a) authorize and engage in transactions and dealings on behalf
of the Company, including transactions and dealings with any Member
(including any Common Member) or any Affiliate of any Member;

(b) call meetings of Members or any class or series thereof;

(c) issue Interests, including Common Securities, Preferred
Securities and classes and series thereof, in accordance with this
Agreement;

(d) pay all expenses incurred in forming the Company;

(e) lend money, with or without security, to American General
or any Affiliate thereof;

(f) determine and make distributions (hereinafter sometimes
referred to as "dividends"), in cash or otherwise, on Interests, in
accordance with the provisions of this Agreement, the Delaware Act and,
if applicable, each Preferred Securities Designation;

(g) establish a record date with respect to all actions to be
taken hereunder that require a record date to be established, including
with respect to allocations, dividends and voting rights;

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<PAGE> 20

(h) establish or set aside in their discretion any reserve or
reserves for contingencies and for any other proper Company purpose;

(i) redeem, repurchase or exchange, on behalf of the Company,
Interests which may be so redeemed, repurchased or exchanged;

(j) appoint (and dismiss from appointment) attorneys and agents
on behalf of the Company, and employ (and dismiss from employment) any
and all persons providing legal, accounting or financial services to
the Company, or such other employees or agents as the Managing Member
deems necessary or desirable for the management and operation of the
Company, including, without limitation, any Member (including any
Common Member) or any Affiliate of any Member;

(k) incur and pay all expenses and obligations incident to the
operation and management of the Company, including, without limitation,
the services referred to in the preceding paragraph, taxes, interest,
travel, rent, insurance, supplies, salaries and wages of the Company's
employees and agents;

(l) acquire and enter into any contract of insurance necessary
or desirable for the protection or conservation of the Company and its
assets or otherwise in the interest of the Company as the Managing
Member shall determine;

(m) open accounts and deposit, maintain and withdraw funds in
the name of the Company in banks, savings and loan associations,
brokerage firms or other financial institutions;

(n) effect a dissolution of the Company and act as liquidating
trustee or the Person winding up the Company's affairs, all in
accordance with the provisions of this Agreement, the Delaware Act and,
if applicable, each Preferred Securities Designation;

(o) bring and defend on behalf of the Company actions and
proceedings at law or equity before any court or governmental,
administrative or other regulatory agency, body or commission or
otherwise;

(q) prepare and file all necessary returns and statements and
pay all taxes, assessments and other impositions applicable to the
assets of the Company; and

(r) execute all other documents or instruments, perform all
duties and powers and do all things for and on behalf of the Company in
all matters necessary or desirable or incidental to the foregoing.

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<PAGE> 21

SECTION 6.2. RELIANCE BY THIRD PARTIES. Persons dealing with
the Company are entitled to rely conclusively upon the power and authority of
the Managing Member herein set forth.

SECTION 6.4. PREFERRED MEMBERS MAY APPOINT A TRUSTEE. Subject
to the terms and conditions set forth in Section 8.1(b) of this Agreement, the
Preferred Members of each series of Preferred Securities shall have the right to
appoint a trustee, and any trustee so appointed shall have the power to enforce
the Company's rights under the Debentures of the related series against American
General, enforce the obligations undertaken with respect to such Preferred
Securities by American General under the Guarantee and, to the extent permitted
by law, declare and pay dividends on such Preferred Securities to the extent
funds of the Company are legally available therefor (but only in the event that
the Company's failure to pay any dividends on such Preferred Securities is not a
consequence of American General's right, if any, to extend the interest payment
period on the related series of Debentures). Without limiting the powers of any
trustee so appointed and for the avoidance of any doubt concerning the powers of
such trustee, any such trustee, in its own name and as trustee of an express
trust, may, subject to the applicable provisions of the Indenture, institute a
proceeding, including, without limitation, any suit in equity, an action at law
or other judicial or administrative proceeding, to enforce the Company's
creditor rights directly against American General to the same extent as the
Company and on behalf of the Company, and may prosecute such proceeding to
judgment or final decree, and enforce the same against American General and,
subject to any subordination provisions contained in the Indenture, collect, out
of the property, wherever situated, of American General, the monies adjudged or
decreed to be payable in the manner provided by law.

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<PAGE> 22

The Managing Member agrees to execute and deliver such documents as may be
necessary or appropriate for any such trustee to exercise such powers.

ARTICLE VII

COMMON SECURITIES AND PREFERRED SECURITIES

SECTION 7.1. COMMON SECURITIES AND PREFERRED SECURITIES.

(a) The Interests in the Company shall initially be divided
into two classes, Common Securities and Preferred Securities.

(b) The Preferred Securities may be issued from time to time in
one or more series with such relative rights, powers, preferences, limitations
and restrictions as may from time to time be established in a written action or
actions of the Managing Member providing for the issue of such series of
Preferred Securities as hereinafter provided. Authority is hereby expressly
granted to the Managing Member, subject to the provisions of this Agreement, to
authorize the issue of one or more series of Preferred Securities and to
establish each such series by a written action or actions (including without
limitation an amendment of this Agreement) providing for the issue of such
series:

(i) the number of Preferred Securities to constitute such
series and the distinctive designation thereof;

(ii) whether the Preferred Securities of such series shall have
voting rights in addition to those set forth in this Agreement or
required by law and, if so, the terms of such voting rights;

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<PAGE> 23

(vii) whether or not the Preferred Securities of such series
shall be convertible into, or exchangeable for, Interests of any other
class or classes, or of any other series of Preferred Securities, or
securities of any other kind, including those issued by the Managing
Member, American General or any of its Affiliates, and if so
convertible or exchangeable, the terms and conditions of such
conversion or exchange, including the price or prices or the rate or
rates of conversion or exchange, the method, if any, of adjusting the
same and the terms of any right to terminate such conversion or
exchange privilege;

(ix) any conditions or restrictions in addition to those set
forth in this Agreement upon the issue of any additional Interests
(including additional Preferred

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<PAGE> 24

Securities of such series or Interests of any other series ranking pari
passu with or senior to the Preferred Securities of such series as to
the payment of dividends or distribution of assets on liquidation,
dissolution or winding-up of the Company);

(x) the times, prices and other terms and conditions for the
offering of the Preferred Securities of such series; and

(xi) any other relative rights, powers, preferences,
limitations and restrictions as shall not be inconsistent with this
Section 7.1.

Any action or actions taken by the Managing Member pursuant to
the provisions of this paragraph (b) shall be deemed an amendment and supplement
to and part of this Agreement.

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<PAGE> 25

Guarantee) and American General Manager (or a successor of American General
Manager pursuant to a merger or consolidation). Any transfer or purported
transfer of any Common Security shall be null and void. Preferred Securities
shall be freely assignable and transferable.

(f) Any Person purchasing Preferred Securities (i) shall be
admitted to the Company as a Preferred Member upon compliance with Section 2.7
of this Agreement and (ii) shall be deemed to have agreed to all of the terms of
this Agreement and the relevant Preferred Securities Designation and all of the
subordination and other terms and provisions of the Guarantee.

ARTICLE VIII

VOTING AND MEETINGS

SECTION 8.1. VOTING RIGHTS OF HOLDERS OF PREFERRED SECURITIES.

(b) If (i) the Company fails to pay dividends in full
(including any arrearages and Additional Dividends) on the Preferred Securities
of any series for 18 consecutive monthly dividend periods; (ii) an Event of
Default (as defined in the Indenture) occurs and is continuing with respect to a
series of Debentures related to any series of Preferred Securities; or (iii)
American General is in default on any of its payment or other obligations under
the Guarantee with respect to the Preferred Securities of any series, then the
Preferred Members holding a Majority in Liquidation Preference of the
outstanding Preferred Securities of such series will be entitled to appoint and
authorize a trustee to enforce the Company's rights under the related series of
Debentures against American General, enforce the obligations undertaken with
respect to such Preferred Securities by American General under the Guarantee
and, to the extent permitted by law, declare and pay dividends on such Preferred
Securities to the extent funds of the Company are legally available therefor
(but only in the event that the Company's failure to pay any dividends on such
Preferred Securities is not a consequence of American General's right, if any,
to extend the interest payment period on the related series of Debentures).
For purposes of determining whether the Company has failed to pay dividends in
full for 18 consecutive monthly dividend periods, dividends shall be deemed to
remain in arrears, notwithstanding any partial payments in respect thereof,
until all

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<PAGE> 26

accumulated and unpaid dividends (including any Additional Dividends) have been
or contemporaneously are declared and paid with respect to all monthly dividend
periods terminating on or prior to the date of payment of such full cumulative
dividends. Not later than 30 calendar days after the right to appoint a trustee
arises and upon not less than 15 calendar days' written notice by first class
mail to the Preferred Members holding Preferred Securities of such series, the
Managing Member will convene a meeting to elect such a trustee. If the Managing
Member fails to convene such meeting within such 30-day period, the Preferred
Members holding at least 10% in Liquidation Preference of the Preferred
Securities of such series will be entitled to convene such meeting. In the event
that, at such meeting, Preferred Members holding less than a Majority in
Liquidation Preference vote for such appointment, no such trustee shall be
appointed. Any trustee so appointed shall vacate office immediately, subject to
the applicable terms of any Interests the holders of which were entitled to
appoint such trustee, if the Company (or American General pursuant to the
Guarantee) shall have paid in full all accumulated and unpaid dividends
(including any Additional Dividends) on the Preferred Securities of such series
or such Event of Default under the Indenture or such default under the
Guarantee, as the case may be, shall have been cured. Notwithstanding the
appointment of any such trustee, American General shall retain all rights and be
subject to all obligations under the Indenture and as obligor under the
Debentures of the related series, including any rights it may have to extend the
interest payment period of such Debentures, and any such extension would not
constitute an Event of Default under the Indenture with respect to such series
of Debentures or enable a holder of Preferred Securities of the related series
to require the payment of a dividend that has not theretofore been declared.

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<PAGE> 27

amendment or modification of the Debentures of such series or of the Indenture
without, in each case, obtaining the prior approval of the Preferred Members
holding at least 66-2/3% in Liquidation Preference of the Preferred Securities
of such series; provided, however, that where a waiver or consent to an
amendment or modification of a Debenture or the Indenture would, under the
Indenture, require the waiver or consent of each holder affected thereby, no
such waiver or consent shall be given by the Managing Member without the prior
consent of each Preferred Member holding Preferred Securities of such series.
The Managing Member shall not revoke any action previously authorized or
approved by a vote or the consent of Preferred Members holding Preferred
Securities of such series, without the approval of Preferred Members holding at
least 66-2/3% in Liquidation Preference of the Preferred Securities of such
series (or, if such action required the approval of each such Preferred Member,
then only with the approval of each such Preferred Member). The Managing Member
shall notify all Preferred Members holding Preferred Securities of such series
of any notice of default with respect to the Debentures of the related series
received from the trustee under the Indenture.

(c) If any proposed amendment to this Agreement or the
Preferred Securities Designation for any series of Preferred Securities provides
for, or the Managing Member otherwise proposes to effect:

(iii) the commencement of any voluntary bankruptcy,
insolvency, reorganization or other similar proceeding involving the
Company,

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<PAGE> 28

such outstanding securities; provided, however, that no such approval shall be
required if the liquidation, dissolution or winding-up of the Company is
proposed or initiated upon the occurrence of any of the events specified in
Section 15.2(a) through (c) and (e) through (f).

SECTION 8.3. MEETINGS OF THE MEMBERS.

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<PAGE> 29

(d) Each meeting of Members shall be conducted by the Managing
Member or by such other Person that the Managing Member may designate.

ARTICLE IX

DIVIDENDS

Section 9.1. Dividends. (a) Preferred Members shall receive periodic
dividends, if any, in accordance with the Preferred Securities Designation for
the Preferred Securities of any particular series, as and when declared by the
Managing Member, and Common Members shall receive periodic dividends, subject to
Section 9.3 of this Agreement, the applicable terms of any series of Preferred
Securities and the provisions of the Delaware Act, as and when declared by the
Managing Member, in its discretion out of funds of the Company legally available
therefor.

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<PAGE> 30

proposed payment it has, (i) funds legally available for the payment of such
dividends and (ii) cash on hand sufficient to make such payments.

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<PAGE> 31

ARTICLE X

BOOKS AND RECORDS

SECTION 10.3. LIMITATION ON ACCESS TO RECORDS. Notwithstanding
any provision of this Agreement, the Managing Member may, to the maximum extent
permitted by law, keep confidential from the Preferred Members any information
the disclosure of which the Managing Member reasonably believes is not in the
best interest of the Company or could damage the Company or its business or
which the Company or the Managing Member is required by law or by an agreement
with any Person to keep confidential.

ARTICLE XI

TAX MATTERS

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<PAGE> 32

ARTICLE XII

EXPENSES

(a) all costs and expenses related to the business of the
Company and all routine administrative expenses of the Company,
including the maintenance of books and records of the Company, the
preparation and dispatch to the Members of checks, financial reports,
tax returns and notices required pursuant to this Agreement and the
holding of any meetings of the Members;

(d) all expenses incurred in connection with the
collection of amounts due to the Company from any Person;

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<PAGE> 33

(e) all expenses incurred in connection with the
preparation of amendments to this Agreement; and

(f) all expenses incurred in connection with the
liquidation, dissolution or winding-up of the Company.

ARTICLE XIII

LIABILITY

SECTION 13.2. LIABILITY OF PREFERRED MEMBERS.

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<PAGE> 34

ARTICLE XIV

ASSIGNMENT OF INTERESTS

SECTION 14.2. RIGHT OF ASSIGNEE TO BECOME A MEMBER. An assignee
of a Preferred Security shall become a Preferred Member upon compliance with the
provisions of Section 2.7 of this Agreement.

ARTICLE XV

DISSOLUTION, LIQUIDATION AND TERMINATION

SECTION 15.1. NO DISSOLUTION. The Company shall not be
dissolved by the admission of Members in accordance with the terms of this
Agreement. Except as provided in Sections 15.2(b) and (c) of this Agreement, the
death, retirement, resignation, expulsion, bankruptcy or dissolution of a
Member, or the occurrence of any other event which terminates the continued
membership of a Member in the Company, shall not cause the Company to be
dissolved and its affairs wound up so long as the Company at all times has at
least two Members. Upon the occurrence of any such event, the business of the
Company shall be continued without dissolution.

SECTION 15.2. EVENTS CAUSING DISSOLUTION. The Company shall be
dissolved and its affairs shall be wound up upon the earliest to occur of any of
the following events:

(a) the expiration of the term of the Company, as provided
in Section 2.3 of this Agreement;

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<PAGE> 35

trustee, assignee, sequestrator or similar official in bankruptcy or
insolvency of either of the Common Members or of all or substantially
all of its property, or for the winding-up or liquidation of its
affairs, shall have been entered, and such decree or order shall have
continued undischarged and unstayed for a period of 90 days; or either
of the Common Members shall institute proceedings to be adjudicated a
voluntary bankrupt, or shall consent to the filing of a bankruptcy
proceeding against it, or shall file a petition or answer or consent
seeking reorganization, arrangement, adjustment or composition under
any applicable Federal or State bankruptcy or similar law, or shall
consent to the filing of any such petition, or shall consent to the
appointment of a receiver, liquidator, trustee, assignee, sequestrator
or similar official in bankruptcy or insolvency of either of the Common
Members or of all or substantially all of its property, or shall make
an assignment for the benefit of creditors, or shall admit in writing
its inability to pay its debts generally as they become due and its
willingness to be adjudged a bankrupt, or corporate action shall be
taken by either of the Common Members in furtherance of any of the
aforesaid purposes;

(d) the decision made by the Managing Member (subject to the
voting rights of Members set forth in Section 8.1 of this Agreement) to
dissolve the Company;

(e) the entry of a decree of judicial dissolution of the
Company under Section 18-802 of the Delaware Act;

(g) the written consent of all Members.

SECTION 15.3. NOTICE OF DISSOLUTION. Upon the dissolution of the
Company, the Managing Member shall promptly notify the Members of such
dissolution.

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<PAGE> 36

Members to minimize the normal losses attendant upon a liquidation. The proceeds
of liquidation shall be distributed, as realized, in the manner provided in
Section 18-804 of the Delaware Act, subject to the Preferred Securities
Designation for any series of Preferred Securities and Section 15.5 of this
Agreement.

SECTION 15.5. CERTAIN RESTRICTIONS ON LIQUIDATION PAYMENTS. In the
event of any voluntary or involuntary liquidation, dissolution or winding-up of
the Company other than in connection with or after the exchange of all series
of Preferred Securities outstanding (in accordance with the Preferred
Securities Designation for each such series of Preferred Securities) for the
corresponding portions of the related series of Debentures, Preferred Members
holding Preferred Securities of each series at the time outstanding will be
entitled to receive out of the assets of the Company legally available for
distribution to Members, after satisfaction of liabilities to creditors as
required by the Delaware Act but before any distribution of assets is made to
Common Members or Members holding any other class of Interests in the Company
ranking junior to the Preferred Securities of such series as to the
distribution of assets upon liquidation, dissolution or winding-up of the
Company, but together with Preferred Members holding Preferred Securities of
any other series or any other Interests in the Company then outstanding ranking
pari passu with the Preferred Securities of such series as to the distribution
of assets upon liquidation, dissolution or winding-up of the Company ("Company
Liquidation Parity Securities"), an amount equal to the aggregate liquidation
preference for Preferred Securities of such series as set forth in the
applicable Preferred Securities Designation plus all accumulated and unpaid
dividends (whether or not earned or declared), including any Additional
Dividends, to the date of payment (the "Liquidation Distribution"). If, upon
any such liquidation, dissolution or winding-up, the Liquidation Distributions
can be paid only in part because the Company has insufficient assets available
to pay in full the aggregate Liquidation Distributions and the aggregate
maximum liquidation distributions on the Company Liquidation Parity Securities,
then the amounts payable directly by the Company on the Preferred Securities of
such series and on such Company Liquidation Parity Securities shall be paid on
a pro rata basis, so that the ratio of

(ii) (x) the aggregate Liquidation Distributions on the
Preferred Securities of such series to (y) the aggregate maximum
liquidation distributions on the Company Liquidation Parity Securities.

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<PAGE> 37

ARTICLE XVI

MISCELLANEOUS

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<PAGE> 38

SECTION 16.5. POWER OF ATTORNEY. Each Preferred Member does hereby
constitute and appoint the Managing Member as its true and lawful representative
and attorney-in-fact, in its name, place and stead to make, execute, sign,
deliver and file (a) any amendment of the Certificate required because of an
amendment to this Agreement or in order to effectuate any change in the
membership of the Company, (b) any amendment to this Agreement made in
accordance with the terms hereof and (c) all such other instruments, documents
and certificates which may from time to time be required by the laws of the
United States of America, the State of Delaware or any other jurisdiction, or
any political subdivision of agency thereof, to effectuate, implement and
continue the valid and subsisting existence of the Company or to dissolve the
Company or for any other purpose consistent with this Agreement and the
transactions contemplated hereby.

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<PAGE> 39

(i) If given to the Company, in care of the
Managing Member at the Company's mailing address set forth
below:

c/o American General Delaware Management Corporation
2099 South Dupont Avenue
Dover, Delaware 19901
Facsimile No.: (302) 697-1017
Attention: David C. Hughes
Secretary

(ii) If given to any Member, at the address set forth
on the registration books maintained by or on behalf of the
Company.

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<PAGE> 40

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above stated.

AMERICAN GENERAL CORPORATION

By: ________________________

Name: ______________________

Title: _____________________

AMERICAN GENERAL DELAWARE
MANAGEMENT CORPORATION

By: ________________________

Name: ______________________

Title: _____________________

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<PAGE> 1
EXHIBIT 4(o)

AMERICAN GENERAL CORPORATION

STATEMENT OF RESOLUTION ESTABLISHING A SERIES OF SHARES

PROVIDING FOR THE ISSUANCE OF SERIES A
CUMULATIVE CONVERTIBLE PREFERRED STOCK PURSUANT TO
ARTICLE 2.13 OF THE TEXAS BUSINESS CORPORATION ACT

Pursuant to the provisions of Article 2.13 of the Texas Business
Corporation Act, the undersigned corporation submits the following statement
for the purpose of establishing and designating a series of shares of its
Preferred Stock and fixing and determining the designations, preferences,
limitations and relative rights thereof:

1. The name of the corporation is American General Corporation
(the "Corporation").

2. The following resolutions, establishing and designating a
series of shares and fixing and determining the designations, preferences,
limitations and relative rights thereof, was duly adopted by the Board of
Directors of the Corporation or an authorized committee thereof on May __,
1995:

RESOLVED, that pursuant to Article Four of the Restated Articles of
Incorporation of the Corporation, as amended, which authorizes the
issuance of three hundred sixty million (360,000,000) shares,
consisting of sixty million (60,000,000) shares of Preferred Stock of
the par value of one dollar fifty cents ($1.50) per share (hereinafter
referred to as the "Preferred Stock"), none of which is currently
outstanding, and three hundred million (300,000,000) shares of Common
Stock of the par value of fifty cents ($.50) per share (hereinafter
referred to as the "Common Stock"), the Corporation hereby provides
for the issuance of a series of Preferred Stock, designated as Series
A Cumulative Convertible Preferred Stock, and hereby fixes the
designations, preferences, limitations and relative rights of the
shares of the Series A Cumulative Convertible Preferred Stock, in
addition to those set forth in such Article Four, which shall be as
follows:

SECTION 1. DESIGNATION AND AMOUNT; SPECIAL PURPOSE; RESTRICTION
ON SENIOR SERIES.

(a) The shares of this series of Preferred Stock shall be
designated as "Series A Cumulative Convertible Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting such series shall be
5,000,000, par value $1.50 per share. The number of authorized shares of Series
A Preferred Stock may be reduced to a number not less than the number of shares
then issued plus the number of shares then issuable upon the conversion of the
then outstanding Subordinated Debentures (as defined in Section 1(b))

<PAGE> 2
by further resolution duly adopted by the Board of Directors of the Corporation
or a duly authorized committee thereof and by the filing of a certificate
pursuant to the provisions of the Texas Business Corporation Act stating that
such reduction has been so authorized.

(b) Shares of Series A Preferred Stock shall be issued only upon
conversion of _____% Series A Convertible Junior Subordinated Debentures due
2025 of the Corporation (the "Subordinated Debentures"). Such conversion may
occur immediately following the exchange of all outstanding _____% Convertible
Monthly Income Preferred Securities, Series A (the "American General Delaware
Series A Preferred Securities") of American General Delaware, L.L.C., a
Delaware limited liability company ("American General Delaware"), for
Subordinated Debentures pursuant to a valid exchange election (the "Exchange
Election") by the holders of a majority of the aggregate liquidation preference
of the American General Delaware Series A Preferred Securities then outstanding
in accordance with the provisions of Section 9 of the Written Action, dated as
of May __, 1995, of the Managing Member of American General Delaware
establishing the terms of the American General Delaware Series A Preferred
Securities.

(c) Prior to an Exchange Election and if any American General
Delaware Series A Preferred Securities are then outstanding, the Corporation
shall not authorize or issue any other class or series of capital stock ranking
senior to the Series A Preferred Stock as to the payment of dividends or
distribution of assets upon liquidation, dissolution or winding-up of the
Corporation without the approval of the holders of not less than 66-2/3% of the
aggregate liquidation preference of the American General Delaware Series A
Preferred Securities then outstanding.

SECTION 2. DIVIDENDS AND DISTRIBUTIONS.

(a)(1) The holders of shares of Series A Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors of the
Corporation out of funds legally available therefor, cumulative cash dividends
at a rate per annum of _____% of the liquidation preference of $50 per share of
Series A Preferred Stock. The amount of dividends payable for a full monthly
dividend period shall be computed on the basis of a 360-day year consisting of
twelve 30-day months and, for any period shorter than a full monthly dividend
period, shall be computed on the basis of the actual number of days elapsed in
such period. Dividends on the Series A Preferred Stock shall accrue from the
date of the Exchange Election and, subject to the declaration of such
dividends, shall be payable in United States dollars monthly in arrears on the
last day of each calendar month of each year.

(2) Dividends shall accrue and be cumulative whether or
not they have been earned or declared and whether or not there are funds of the
Corporation legally available for the payment of dividends. Accrued but unpaid
interest (including additional interest, if any, payable in accordance with the
terms of the Subordinated Debentures) on

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<PAGE> 3
the Subordinated Debentures converted into Series A Preferred Stock, if any, on
the date of the Exchange Election shall constitute, and be treated as,
accumulated and unpaid dividends on the Series A Preferred Stock.

(b) Dividends will be payable to the holders of shares of Series A
Preferred Stock as of the relevant record dates, which, if and so long as the
Series A Preferred Stock is represented by one or more global certificates
through the book-entry system of a Clearing Agency (as defined below), will be
one Business Day (as defined below) prior to the related dividend payment
dates. In the event that the Series A Preferred Stock shall not continue to be
so represented, the Board of Directors shall have the right to select relevant
record dates that are more than one Business Day prior to the related dividend
payment dates. A "Clearing Agency" means an organization registered as a
"Clearing Agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), that is acting as depositary for the
Series A Preferred Stock and in whose name (or nominee's name) shall be
registered one or more global certificates representing Series A Preferred
Stock and which shall undertake to effect book-entry transfers and pledges of
interests in the Series A Preferred Stock. In the event that any date on which
dividends are payable on the Series A Preferred Stock is not a Business Day,
then payment of the dividend payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date. A "Business Day" means any day other than a Saturday,
Sunday or other day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.

(c) If full cumulative dividends on the Series A Preferred Stock
have not been declared and paid or irrevocably set apart for payment when due,
then, subject to the next succeeding sentence, the Corporation shall not
declare or pay any dividend on any Dividend Pari Passu Security or Dividend
Junior Security (each as defined below). The preceding sentence, however,
shall not apply to, or prohibit (i) dividends as a result of a reclassification
of Dividend Pari Passu Securities or Dividend Junior Securities, (ii) dividends
of any share purchase rights issued by the Corporation pursuant to the Rights
Agreement, dated as of July 27, 1989, between the Corporation and First Chicago
Trust Company of New York, as amended from time to time, (iii) dividends or
distributions of similar share purchase rights in the future, (iv) dividends or
distributions in shares of Common Stock or another class or series of capital
stock of the Corporation that is junior to the Series A Preferred Stock as to
the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding-up of the Corporation, or (v) dividends with respect to
Dividend Pari Passu Securities in accordance with the following sentence. If
full cumulative dividends have not been paid upon the shares of Series A
Preferred Stock and any other class or series of Dividend Pari Passu
Securities, all dividends declared upon shares of Series A Preferred Stock and
any other such class or series of Dividend Pari Passu

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<PAGE> 4
Securities shall, if declared, be declared pro rata so that the amount of cash
dividends declared per share on the Series A Preferred Stock and such other
class or series of Dividend Pari Passu Securities shall in all cases bear to
each other the same ratio that accumulated and unpaid dividends per share on
the shares of Series A Preferred Stock and such other class or series of
Dividend Pari Passu Securities bear to each other.

The term "Dividend Pari Passu Security" means any preference stock or
preferred stock or other capital stock of the Corporation and any guarantee
entered into by the Corporation in respect of any preference stock or preferred
stock of any affiliate of the Corporation ranking pari passu with the Series A
Preferred Stock as to the payment of dividends. "Dividend Junior Security"
means Common Stock, Series A Junior Participating Preferred Stock of the
Corporation and any other class or series of capital stock of the Corporation
and any guarantee entered into by the Corporation in respect of any preference
stock or preferred stock of any affiliate of the Corporation ranking junior to
the Series A Preferred Stock as to the payment of dividends.

(d) Accruals of dividends on the Series A Preferred Stock shall
not bear interest, regardless of whether funds shall be legally available for
the declaration or payment thereof.

SECTION 3. VOTING RIGHTS.

(a) The holders of the shares of Series A Preferred Stock shall
have no right or power to vote on any question or matter or in any proceeding
or to be represented at, or to receive notice of, any meeting of shareholders
of the Corporation, except as specifically required by the laws of the State of
Texas or by the provisions of the Restated Articles of Incorporation of the
Corporation, as amended, and except as provided in this Section 3.

(b) In the event that full cumulative dividends on the Series A
Preferred Stock are not paid for 18 consecutive monthly dividend periods
(including for this purpose any monthly periods in which full dividends were
not paid on the American General Delaware Series A Preferred Securities prior
to the Exchange Election), the number of directors of the Corporation
constituting the entire Board of Directors shall be increased by two persons
and the holders of shares of the Series A Preferred Stock, voting separately as
a class together with the holders of shares of all other series of capital
stock of the Corporation ranking pari passu with the Series A Preferred Stock
as to the payment of dividends and having the then present right to elect one
or more directors as a result of a dividend arrearage but not then entitled to
other separate voting rights to elect one or more directors in the event of
such an arrearage (herein referred to as "Class Voting Stock"), shall have the
right to elect such directors to fill such positions at any regular meeting of
shareholders or special meeting held in place thereof, or at a special meeting
of the holders of the Series A Preferred Stock and such other Class Voting
Stock called as provided in paragraph (c) below. Whenever all arrearages of
dividends on the Series A Preferred Stock then outstanding shall have been paid
or declared and irrevocably set apart for payment, then

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<PAGE> 5
the right of the holders of shares of the Series A Preferred Stock (and,
subject to the terms of such other Class Voting Stock, such other Class Voting
Stock) to elect such additional two directors shall cease (but subject always
to the same provisions for the vesting of such voting rights in the case of any
similar future arrearages in dividends), and the terms of office of all persons
previously elected as directors by the holders of shares of the Series A
Preferred Stock and such other Class Voting Stock shall forthwith terminate and
the number of the Board of Directors shall be reduced accordingly.

(c) At any time after the voting power referred to in paragraph
(b) above, shall have been so vested in the holders of shares of the Series A
Preferred Stock, the Secretary of the Corporation may, and upon the written
request of any holder or the holders of at least 10% of the number of shares of
Series A Preferred Stock then outstanding (addressed to the Secretary at the
principal executive office of the Corporation) shall, call a special meeting of
the holders of shares of the Series A Preferred Stock and all other Class
Voting Stock for the election of the two directors to be elected by them;
provided that the Secretary shall not be required to call such special meeting
if the request for such meeting is received less than 45 calendar days before
the date fixed for the next ensuing annual meeting of shareholders. Such call
shall be made by notice similar to that provided in the by-laws of the
Corporation for a special meeting of the shareholders or as required by law.
Subject to the foregoing provisions, if any such special meeting required to be
called as above provided shall not be called by the Secretary within 20
calendar days after receipt of an appropriate request, then any holder of
shares of Series A Preferred Stock may call such meeting, upon the notice above
provided, and for that purpose shall have access to the stock books and records
of the Corporation. Except as otherwise provided by law, at any such meeting,
the holders of a majority of the number of shares of Series A Preferred Stock
and such other Class Voting Stock then outstanding shall constitute a quorum
for the purpose of electing directors as contemplated in paragraph (b) above.
If at any such meeting or adjournment thereof a quorum of such holders of
Series A Preferred Stock and such other Class Voting Stock shall not be
present, no election of directors by the Series A Preferred Stock and such
other Class Voting Stock shall take place, and any such meeting may be
adjourned from time to time for periods not exceeding 30 calendar days until a
quorum of the Series A Preferred Stock and the Class Voting Stock is present at
such adjourned meeting. Unless otherwise provided by law, directors to be
elected by the holders of shares of Series A Preferred Stock and such other
Class Voting Stock shall be elected by a plurality of the votes cast by such
holders at a meeting at which a quorum is present. Notwithstanding the
foregoing, the absence of a quorum of the Series A Preferred Stock and such
other Class Voting Stock shall not prevent the voting of, including the
election of, directors by the holders of Common Stock and other classes of
capital stock at such meeting.

(d) Any director who shall have been elected by holders of shares
of Series A Preferred Stock (or by the holders of shares of Series A Preferred
Stock, voting separately as a class together with the holders of one or more
other series of Class Voting Stock), or

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<PAGE> 6
any director so elected as provided below, may be removed at any time during a
class voting period, either for or without cause, by, and only by, the
affirmative vote of the holders of a majority of the number of shares of Series
A Preferred Stock then outstanding, voting separately as a class together with
the holders of all other series of Class Voting Stock then outstanding, if any,
given at a special meeting of such shareholders called for the purpose, and any
vacancy thereby created may be filled during such class voting period only by
the holders of shares of Series A Preferred Stock and the other series, if any,
of Class Voting Stock. In case any vacancy (other than as provided in the
preceding sentence) shall occur among the directors elected by the holders of
shares of the Series A Preferred Stock (and such other Class Voting Stock), a
successor shall be elected by the Board of Directors to serve until the next
annual meeting of the shareholders or special meeting held in place thereof
upon the nomination of the then remaining director elected by the holders of
the Series A Preferred Stock (and such other Class Voting Stock) or the
successor of such remaining director.

(e) So long as any shares of Series A Preferred Stock are
outstanding, the consent of the holders of not less than 66- 2/3% of the number
of shares of Series A Preferred Stock then outstanding, given in person or by
proxy either at a regular meeting or at a special meeting called for that
purpose or pursuant to written consents, at which or pursuant to which, as the
case may be, the holders of Series A Preferred Stock shall vote separately as a
series, shall be necessary for effecting, validating or authorizing any one or
more of the following:

(1) The amendment, alteration or repeal of any of the
provisions of this Statement of Resolution Establishing a Series of
Shares, the Restated Articles of Incorporation, or any amendment
thereto, or any other certificate filed pursuant to law (including any
such amendment, alteration or repeal effected by any merger or
consolidation to which the Corporation is a party) that would
adversely affect any of the designations, preferences, limitations or
relative rights of the shares of Series A Preferred Stock then
outstanding; provided, however, that any amendment or amendments to
the provisions of the Restated Articles of Incorporation, as amended,
so as to authorize or create, or to increase the authorized amount of,
any capital stock of the Corporation ranking pari passu with or junior
to the Series A Preferred Stock as to the payment of dividends and as
to the distribution of assets upon any liquidation, dissolution or
winding-up of the Corporation shall not be deemed to affect adversely
the designations, preferences, limitations, or relative rights of the
Series A Preferred Stock;

(2) The authorization or creation of any shares of any
class or series, or any security convertible into shares of any class
or series, of capital stock ranking senior to the Series A Preferred
Stock as to the payment of

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<PAGE> 7
dividends or as to the distribution of assets upon any liquidation,
dissolution or winding-up of the Corporation; or

(3) Any merger or consolidation with or into, or any
conveyance, transfer, or lease of all or substantially all of the
assets of the Corporation to, any other corporation or other entity,
in either case that would adversely affect any of the designations,
preferences, limitations or relative rights of the shares of Series A
Preferred Stock then outstanding.

(f) In connection with any matter on which holders of shares of
Series A Preferred Stock are entitled to vote (including, without limitation,
(i) with respect to the election of directors as set forth in the preceding
paragraphs of this Section 3 or (ii) any matter on which holders of shares of
Series A Preferred Stock are entitled to vote as a class or otherwise pursuant
to the laws of the State of Texas or the provisions of the Restated Articles of
Incorporation, as amended), each holder of a share of Series A Preferred Stock
shall be entitled to one vote for such share of Series A Preferred Stock held
by such holder. Notwithstanding anything to the contrary herein, if the
Restated Articles of the Corporation, as amended, provide that shares of any
Class Voting Stock are entitled to more or less than one vote per share when
voting together with the Series A Preferred Stock every reference in this
Section 3 to a majority or another specified portion of the number of shares of
Series A Preferred Stock and Class Voting Stock shall mean a majority or such
other portion of the votes entitled to be cast in respect of such shares.

SECTION 4. REDEMPTION.

(a) If at any time following the Conversion Expiration Date (as
defined below), less than ten percent (10%) of the number of shares of Series A
Preferred Stock issued upon the Exchange Election remains outstanding, such
shares of Series A Preferred Stock shall be redeemable, at the option of the
Corporation, in whole but not in part, at a cash redemption price of $50 per
share, plus accumulated and unpaid dividends (whether or not earned or
declared), to the date fixed for redemption thereof (the "Redemption Price").

(b) The Series A Preferred Stock shall be redeemable, at the
option of the Corporation, in whole or in part, from time to time, on or after
______________, 2003, at the Redemption Price. The Corporation may not redeem
the Series A Preferred Stock in part unless all accumulated and unpaid
dividends (whether or not earned or declared) have been paid in full on all
shares of Series A Preferred Stock for all monthly dividend periods terminating
on or prior to the date of redemption.

(c) Unless otherwise required by law, notice of any redemption of
the Series A Preferred Stock (a "Notice of Redemption") shall be irrevocable
and shall be given by the Corporation or sent to the holders of Series A
Preferred Stock by first-class mail, postage prepaid, not fewer than 30 nor
more than 60 calendar days prior to the date fixed for

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<PAGE> 8
redemption. If all of the shares of Series A Preferred Stock are held in the
name of the Clearing Agency (or its nominees), the Notice of Redemption shall
be sent to such Clearing Agency. Each Notice of Redemption shall state: (i)
the fact that shares of Series A Preferred Stock are being redeemed and the
number of such shares; (ii) the date fixed for redemption; (iii) the Redemption
Price; (iv) the place or places where certificates for such shares are to be
surrendered for payment of the Redemption Price; (v) that dividends on the
shares to be redeemed will cease to accrue on such redemption date; and (vi)
that conversion rights with respect to the shares to be redeemed will cease on
the close of business on the third Business Day preceding the date fixed for
redemption. If less than all outstanding shares of Series A Preferred Stock
are to be redeemed, the shares to be redeemed will be selected ratably or by
lot or in such other manner as may be fair and equitable and the Notice of
Redemption shall also specify the number of shares of Series A Preferred Stock
to be redeemed from each applicable holder. Such notice shall be deemed to be
given on the day such notice is deposited in the United States mail, postage
prepaid, addressed to the shareholder at such shareholder's address as it
appears on the books of the Corporation or the stock transfer agent for the
Series A Preferred Stock. No defect in the Notice of Redemption or in the
mailing thereof with respect to any share of Series A Preferred Stock shall
affect the validity of the proceedings for such redemption with respect to any
other share of Series A Preferred Stock.

(d) If the Corporation gives a Notice of Redemption, then, by
12:00 noon, New York time, on the date fixed for redemption, if the Series A
Preferred Stock is represented by one or more global certificates through the
book-entry system of a Clearing Agency, the Corporation shall irrevocably
deposit an amount sufficient to pay the Redemption Price to the holders of the
shares of Series A Preferred Stock called for redemption with the Clearing
Agency and give the Clearing Agency irrevocable instructions and authority to
pay, on and after the date fixed for redemption, the Redemption Price to the
holders of the Series A Preferred Stock to be redeemed, and if the Series A
Preferred Stock is not represented by such global certificates through the
book- entry system of a Clearing Agency, the Corporation shall irrevocably
deposit with any bank or trust company in the State of Texas, or any bank or
trust company in the United States duly appointed and acting as transfer agent
for the Corporation, as a trust fund, an amount sufficient to pay the
Redemption Price to the holders of the shares of Series A Preferred Stock
called for redemption, with irrevocable instructions and authority to such bank
or trust company to pay, on and after the date fixed for such redemption, to
the respective holders of shares of Series A Preferred Stock, as evidenced by a
list of holders of such shares certified by the President, any Vice President,
the Secretary or an Assistant Secretary of the Corporation, the Redemption
Price upon surrender of their respective share certificates. If a Notice of
Redemption shall have been given and funds irrevocably deposited as required,
then immediately prior to the close of business on the date fixed for
redemption, such shares of Series A Preferred Stock called for redemption shall
no longer be deemed to be outstanding, and the holders thereof shall cease to
be shareholders with respect to such shares and all rights of such holders will
cease, except the right of such holders to receive

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<PAGE> 9
the Redemption Price (subject, in the case of holders of certificated shares,
to the surrender of their respective certificates therefor), but without
additional interest from and after such redemption date. In case the holders
of such shares of Series A Preferred Stock shall not, within six years after
such deposit, claim the amount deposited for redemption thereof, such bank or
trust company shall upon demand pay over to the Corporation the balance of such
amount so deposited to be held in trust and such bank or trust company shall
thereupon be relieved of all responsibility to the holders of Series A
Preferred Stock. In the event that any date fixed for redemption of Series A
Preferred Stock is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay), except that if such Business Day falls in the next calendar year, such
payment will be made on the immediately preceding Business Day. In the event
that payment of the Redemption Price is improperly withheld or refused and not
paid by the Corporation, dividends on the Series A Preferred Stock called for
redemption will continue to accumulate at the then applicable rate, from the
original redemption date to the date that the Redemption Price is actually paid
and the holders of such Series A Preferred Stock may exercise all of their
rights as holders thereof.

(e) Subject to the next succeeding sentence, the Corporation may
not, and shall not permit any of its majority-owned subsidiaries to, purchase
any shares of Series A Preferred Stock or redeem, purchase, acquire or make a
liquidation payment with respect to any capital stock of the Corporation or
make any guarantee payment with respect to the foregoing, unless all
accumulated dividends shall have been declared and paid or irrevocably set
apart for payment upon all shares of Series A Preferred Stock then outstanding
for all monthly dividend periods terminating on or prior to the date thereof.
The preceding sentence, however, shall not apply to, or prohibit (i) purchases
or acquisitions of shares of Common Stock in connection with the satisfaction
by the Corporation or any of its majority-owned subsidiaries of its obligations
under any employee benefit plans or the satisfaction by the Corporation of its
obligations pursuant to any put contract requiring the Corporation to purchase
Common Stock, (ii) any of the actions described in the preceding sentence as a
result of a reclassification of capital stock of the Corporation or the
exchange or conversion of one class or series of capital stock of the
Corporation for another class or series of capital stock of the Corporation,
(iii) redemptions or purchases of any share purchase rights issued by the
Corporation pursuant to the Rights Agreement, dated as of July 27, 1989,
between the Corporation and First Chicago Trust Company of New York, as amended
from time to time, (iv) the redemption or purchase of similar share purchase
rights in the future, or (v) the purchase of fractional interests in shares of
capital stock of the Corporation pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged.

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<PAGE> 10
SECTION 5. LIQUIDATION, DISSOLUTION OR WINDING-UP.

(a) Upon any voluntary or involuntary liquidation, dissolution, or
winding-up of the Corporation, the holders of Series A Preferred Stock at the
time outstanding will be entitled to receive out of the net assets of the
Corporation legally available for distribution to shareholders after
satisfaction of liabilities to creditors as required by the Texas Business
Corporation Act, subject to the rights of the holders of any stock of the
Corporation ranking senior to the Series A Preferred Stock in respect of
distributions of assets upon liquidation, dissolution, or winding-up of the
Corporation and holders of Liquidation Pari Passu Securities (as defined
below), but before any distribution of assets is made with respect to any
Liquidation Junior Securities (as defined below), an amount equal to the
aggregate of the liquidation preference of $50 per share plus an amount equal
to all accumulated and unpaid dividends thereon (whether or not earned or
declared) to the date of payment. If, upon any liquidation, dissolution or
winding-up of the Corporation, the assets available for distribution are
insufficient to pay in full the liquidation preference to the holders of the
Series A Preferred Stock and any Liquidation Pari Passu Securities, the holders
of the Series A Preferred Stock and such Liquidation Pari Passu Securities
shall share ratably in any distribution of assets based on the proportion of
their full respective liquidation preferences to the aggregate amount of the
unpaid liquidation preferences of the Series A Preferred Stock and such
Liquidation Pari Passu Securities. After payment of the full amount to which
they are entitled as provided by the foregoing provisions of this Section 5(a),
the holders of shares of Series A Preferred Stock shall not be entitled to any
further right or claim to any of the remaining assets of the Corporation.

The term "Liquidation Pari Passu Security" means any preference stock
or preferred stock or other capital stock of the Corporation and any guarantee
entered into by the Corporation in respect of any preference stock or preferred
stock of any affiliate of the Corporation ranking pari passu with the Series A
Preferred Stock as to the distribution of assets upon liquidation, dissolution
or winding-up of the Corporation. "Liquidation Junior Security" means Common
Stock, Series A Junior Participating Preferred Stock of the Corporation and any
other class or series of capital stock of the Corporation and any guarantee
entered into by the Corporation in respect of any preference stock or preferred
stock of any affiliate of the Corporation ranking junior to the Series A
Preferred Stock as to the distribution of assets upon liquidation, dissolution
or winding-up of the Corporation.

(b) Neither the merger or consolidation of the Corporation with or
into any other corporation or other entity, nor the merger or consolidation of
any other corporation with or into the Corporation or other entity, nor the
conveyance, transfer or lease of all or substantially all of the assets of the
Corporation, shall be deemed to be a liquidation, dissolution or winding-up,
voluntary or involuntary, of the affairs of the Corporation for purposes of
this Section 5.

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<PAGE> 11
(c) Written notice of any voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, stating the payment date or dates
when, and the place or places where, the amounts distributable to holders of
Series A Preferred Stock in such circumstances shall be payable, shall be
delivered personally or given by first-class mail, postage prepaid, not fewer
than 30 calendar days prior to any payment date stated therein, to the holders
of Series A Preferred Stock, at the addresses shown on the books of the
Corporation or the transfer agent for the Series A Preferred Stock. No defect
in such notice or in the mailing thereof shall affect the Corporation's ability
to consummate a voluntary or involuntary liquidation, dissolution or winding-up
of the Corporation.

SECTION 6. CONVERSION RIGHTS OF SERIES A PREFERRED STOCK.

(a) Each share of Series A Preferred Stock shall be convertible at
any time before the close of business on the Conversion Expiration Date, at the
option of the holder thereof, into such number of shares of Common Stock as is
determined by dividing $__________ by the then applicable conversion price (the
"Conversion Price") determined as hereinafter provided. The Conversion Price
shall initially be $__________ per share and shall be adjusted as provided in
Section 7.

(b) Holders of record of Series A Preferred Stock at the close of
business on a dividend record date will be entitled to receive the dividend
payable on such shares of Series A Preferred Stock on the corresponding
dividend payment date notwithstanding the conversion thereof following such
dividend payment record date but on or prior to such dividend payment date.
Except as provided in the immediately preceding sentence, the Corporation will
make no payment, allowance or adjustment for accumulated and unpaid dividends,
whether or not in arrears, on converted shares of Series A Preferred Stock.
American General will make no payment or allowance for dividends on the shares
of Common Stock issued upon conversion, except to the extent that such shares
of Common Stock are held of record on the record date for such dividends.

(c) No fractional shares of Common Stock will be issued as a
result of conversion, but in lieu thereof, such fractional interest will be
paid in cash by the Corporation based on the Current Market Price (as defined
in Section 6(h)(4)) of the Common Stock on the date on which the certificate or
certificates for such shares of Series A Preferred Stock were duly surrendered
for conversion, or, if such date is not a Trading Day for the Common Stock (as
defined in Section 7(e), on the next Trading Day.

(d) Shares of Series A Preferred Stock that have been called for
redemption will not be convertible after the close of business on the third
Business Day preceding the date fixed for redemption, unless the Corporation
defaults in making payment of the Redemption Price payable on redemption.

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<PAGE> 12
(e) Any holder of shares of Series A Preferred Stock desiring to
convert such shares into shares of Common Stock shall surrender the certificate
or certificates representing the shares of Series A Preferred Stock being
converted, duly assigned or endorsed for transfer to the Corporation (or
accompanied by duly executed stock powers relating thereto), at the offices of
the transfer agent for the Series A Preferred Stock or such office or offices
in the continental United States of an agent for conversion as may from time to
time be designated by notice to the holders of the Series A Preferred Stock by
the Corporation or the transfer agent for the Series A Preferred Stock,
accompanied by irrevocable notice of conversion, on any day that is a Business
Day. Such notice of conversion (i) shall specify the number of shares of
Series A Preferred Stock to be converted and the name or names, if other than
the holder, in which the certificate or certificates for Common Stock, and for
any shares of Series A Preferred Stock not to be so converted, are to be issued
(subject to compliance with applicable legal requirements if any of such
certificates are to be issued in a name other than the name of the holder),
(ii) shall direct the Corporation or such transfer agent to convert such Series
A Preferred Stock into Common Stock, and (iii) shall specify the address to
which such holder wishes delivery to be made of such new certificates issued
upon such conversion (the "Notice of Conversion").

(f) Upon surrender of a certificate representing a share or shares
of Series A Preferred Stock for conversion, the Corporation shall issue and
send by hand delivery or by first-class mail, postage prepaid, to the holder
thereof, at the address designated by such holder, a certificate or
certificates representing the number of full shares of Common Stock to which
such holder shall be entitled upon conversion, together with the cash payment,
if any, in lieu of any fractional share of Common Stock. If a certificate or
certificates representing shares of Series A Preferred Stock, only part of
which are to be converted, shall have been surrendered, then the Corporation
shall also issue and deliver to such holder or such holder's designee in the
manner provided in the immediately preceding sentence a new certificate or
certificates representing the number of shares of Series A Preferred Stock that
shall not have been converted.

(g) Shares of Series A Preferred Stock shall be deemed to have
been converted immediately prior to the close of business on the day on which
the certificate or certificates for the shares of Series A Preferred Stock to
be converted are surrendered to the Corporation, or at the offices of the
transfer agent or conversion agent (in accordance with the provisions of
Section 6(e)), accompanied by a Notice of Conversion (the "Conversion Date").
The person or persons entitled to receive the Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock at such time.

(h)(1) On and after _________ __, ____, the Corporation shall have
the right, at its option, to cause the conversion rights of holders of shares
of Series A Preferred Stock set forth in this Section 6 to expire if (A) the
Corporation has paid in full all accumulated and unpaid dividends on all shares
of Series A Preferred Stock for all monthly dividend periods

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<PAGE> 13
terminating on or prior to such date, and (B) for 20 Trading Days within any
period of 30 consecutive Trading Days, including the last Trading Day of such
period, the Current Market Price of the Common Stock of the Corporation on each
of such 20 Trading Days shall have exceeded 120% of the Conversion Price in
effect on such Trading Day.

(2) In order to exercise its option to cause the
conversion rights of holders of shares of Series A Preferred Stock to expire,
the Corporation must issue a press release for publication on the Dow Jones
News Service or on a comparable news service (the "Press Release") prior to the
opening of business on the second Trading Day after any period in which the
conditions in the preceding paragraph have been met, which shall state that the
Corporation has elected to exercise its right to extinguish the conversion
rights of holders of shares of Series A Preferred Stock, specify the Conversion
Expiration Date and provide the Conversion Price of the Series A Preferred
Stock and the Current Market Price of the Common Stock, in each case as of the
close of business on the Trading Day next preceding the date of the Press
Release. If the Corporation exercises the option described in this Section
6(h), the "Conversion Expiration Date" shall be the close of business on the
Business Day selected by the Corporation, which shall be not less than 30 or
more than 60 calendar days after the date on which the Corporation issues the
Press Release; provided, however, that if the Corporation does not exercise the
option described in this Section 6(h), the "Conversion Expiration Date" with
respect to any shares of Series A Preferred Stock called for redemption shall
be the close of business on the third Business Day prior to the date fixed for
redemption pursuant to Section 4, unless the Corporation defaults in making
payment of the Redemption Price payable on redemption.

(3) In addition to the Press Release, notice of the
expiration of conversion rights (a "Notice of Conversion Expiration") must be
given by the Corporation by first-class mail to each holder of shares of Series
A Preferred Stock not more than four Business Days after the Corporation issues
the Press Release. Each such mailed Notice of Conversion Expiration shall
state: (A) the Conversion Expiration Date; (B) the Conversion Price of the
Series A Preferred Stock and the Current Market Price of the Common Stock, in
each case as of the close of business on the Trading Day next preceding the
date of the Press Release; (C) the place or places at which a Notice of
Conversion may be given and shares of Series A Preferred Stock may be
surrendered prior to the Conversion Expiration Date for certificates
representing shares of Common Stock in accordance with Section 6(e); and (D)
such other information or instructions as the Corporation deems necessary or
advisable to enable a holder of shares of Series A Preferred Stock to exercise
its conversion right hereunder. For purposes of the calculation of the
Conversion Expiration Date and the dates on which notices are given pursuant to
this Section 6(h), a Notice of Conversion Expiration shall be deemed to have
been given on the day such notice is first mailed by first-class mail, postage
prepaid, to each holder of shares of Series A Preferred Stock at the address of
the holder appearing in the books and records of the Corporation (whether or
not the holder receives the Notice of Conversion Expiration). No defect in the
Notice of Conversion Expiration or in the mailing thereof with respect to any
share of Series A

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<PAGE> 14
Preferred Stock shall affect the validity of such notice with respect to any
other share of Series A Preferred Stock. As of the close of business on the
Conversion Expiration Date, the shares of Series A Preferred Stock shall be
deemed to be non-convertible securities.

(4) As used in this Section 6, "Current Market Price" of
shares of Common Stock for any day means the reported last sale price, regular
way, on such day, or, if no sale takes place on such day, the average of the
reported closing bid and asked prices on such day, regular way, in either case
as reported on the New York Stock Exchange Composite Tape, or, if the Common
Stock is not listed or admitted to trading on the New York Stock Exchange (the
"NYSE"), on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or if the Common Stock is not listed or
admitted to trading on a national securities exchange, on the National Market
System of the National Association of Securities Dealers, Inc., or, if the
Common Stock is not quoted or admitted to trading on such quotation system, on
the principal quotation system on which the Common Stock is listed or admitted
to trading or quoted, or, if not listed or admitted to trading or quoted on any
national securities exchange or quotation system, the average of the closing
bid and asked prices of the Common Stock in the over-the-counter market on the
day in question as reported by the National Quotation Bureau Incorporated, or a
similar generally accepted reporting service, or, if not so available in such
manner, as furnished by any NYSE member firm selected from time to time by the
Board of Directors of the Corporation for that purpose or, if not so available
in such manner, as otherwise determined in good faith by the Board of
Directors.

(i) The Corporation shall at all times reserve and keep available
out of its authorized and unissued Common Stock, solely for issuance upon the
conversion of shares of Series A Preferred Stock as herein provided, free from
any preemptive or other similar rights, such number of shares of Common Stock
as shall from time to time be issuable upon the conversion of all the shares of
Series A Preferred Stock then outstanding. Notwithstanding the foregoing, the
Corporation shall be entitled to deliver upon conversion of Series A Preferred
Stock, shares of Common Stock reacquired and held in the treasury of the
Corporation (in lieu of the issuance of authorized and unissued shares of
Common Stock), so long as any such treasury shares are free and clear of all
liens, charges, claims, equities, security interests and encumbrances. Any
shares of Common Stock delivered upon conversion of the Series A Preferred
Stock shall be duly authorized, validly issued, fully paid and non-assessable,
free and clear of all liens, charges, claims, equities, security interests and
other encumbrances, except for United States withholding taxes. The
Corporation shall use its best efforts to obtain and keep in force such
governmental or regulatory permits or other authorizations as may be required
by law, and shall comply with all applicable requirements as to registration or
qualification of the Common Stock (and all listing requirements of any stock
exchange on which the Common Stock is then listed that are at the time
applicable), in order to enable the Corporation lawfully to issue and deliver
such number of shares of its Common Stock as shall from time to time be
sufficient to effect the conversion of all

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<PAGE> 15
shares of Series A Preferred Stock then outstanding and convertible into shares
of Common Stock.

(j) Whenever the Corporation shall issue shares of Common Stock
upon conversion of Series A Preferred Stock, the Corporation shall issue,
together with each such share of Common Stock, one right to purchase Series A
Junior Participating Preferred Stock of the Corporation (or other securities in
lieu thereof) pursuant to the Rights Agreement, dated as of July 27, 1989,
between the Company and First Chicago Trust Company of New York, as amended, or
any similar rights issued to holders of Common Stock in addition thereto or in
replacement therefor (such rights, together with any additional or replacement
rights, being collectively referred to as the "Rights"), whether or not such
Rights shall be exercisable at such time, but only if such Rights are issued
and outstanding and held by other holders of Common Stock (or are evidenced by
outstanding share certificates representing Common Stock) at such time and have
not expired or been redeemed.

SECTION 7. ADJUSTMENT OF CONVERSION PRICE.

(a) Adjustment of Conversion Price. The Conversion Price shall be
subject to adjustment from time to time as follows:

(i) If the Corporation shall pay or make a dividend or
other distribution exclusively in Common Stock on any class or series
of capital stock of the Corporation, then the Conversion Price in
effect at the opening of business on the day following the date fixed
for the determination of shareholders entitled to receive such
dividend or other distribution shall be reduced by multiplying such
Conversion Price by a fraction, of which the numerator shall be the
number of shares of Common Stock outstanding at the close of business
on the date fixed for such determination and the denominator shall be
the sum of such number of shares and the total number of shares
constituting such dividend or other distribution, such reduction to
become effective immediately after the opening of business on the day
following the date fixed for such determination. For the purposes of
this subparagraph (i), the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the
Corporation. The Corporation shall not pay any dividend or make any
distribution exclusively in Common Stock on shares of any class or
series of capital stock of the Corporation held in the treasury of the
Corporation.

(ii) Subject to Section 7(g), if the Corporation shall pay
or make a dividend or other distribution on the outstanding shares of
Common Stock consisting exclusively of, or shall otherwise issue to
all holders of the outstanding shares of Common Stock, rights (other
than Rights) or warrants entitling the holders thereof to subscribe
for or purchase shares of Common Stock at a price per share (taking
into account the consideration received for the issuance of such right
or warrant plus

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<PAGE> 16
any consideration to be received upon the exercise thereof) less than
the Current Price per share (determined as provided in subparagraph
(vi) of this Section 7(a)) of the Common Stock on the date fixed for
the determination of shareholders entitled to receive such rights or
warrants, then the Conversion Price in effect at the opening of
business on the day following the date fixed for such determination
shall be reduced by multiplying such Conversion Price by a fraction,
of which the numerator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of
Common Stock so offered for subscription or purchase would purchase at
such Current Price per share and the denominator shall be the number
of shares of Common Stock outstanding at the close of business on the
date fixed for such determination plus the number of shares of Common
Stock so offered for subscription or purchase, such reduction to
become effective immediately after the opening of business on the day
following the date fixed for such determination. For the purposes of
this subparagraph (ii), the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the
Corporation. The Corporation shall not issue any rights or warrants
in respect of shares of Common Stock held in the treasury of the
Corporation. In case any rights or warrants referred to in this
subparagraph (ii) in respect of which an adjustment shall have been
made shall expire or terminate unexercised, the Conversion Price shall
be readjusted at the time of such expiration to the Conversion Price
that would have been in effect if no adjustment had been made on
account of the distribution or issuance of such expired rights or
warrants.

(iii) If outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, then the
Conversion Price in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall
be proportionately reduced and, conversely, if outstanding shares of
Common Stock shall be combined into a smaller number of shares of
Common Stock, then the Conversion Price in effect at the opening of
business on the day following the day upon which such combination
becomes effective shall be proportionately increased, such reduction
or increase, as the case may be, to become effective immediately after
the opening of business on the day following the day upon which such
subdivision or combination becomes effective.

(iv) Subject to the last sentence of this subparagraph
(iv), if the Corporation shall, by dividend or otherwise, pay or
otherwise distribute to all holders of Common Stock evidences of its
indebtedness, shares of any class or series of capital stock of the
Corporation, cash, securities or other assets other than Excluded
Dividends (as defined below), then the Conversion Price shall be
reduced so that the same shall equal the price determined by
multiplying (A) the Conversion Price in effect immediately prior to
the effectiveness of the Conversion Price reduction

-16-
<PAGE> 17
contemplated by this subparagraph (iv) by (B) a fraction of which the
numerator shall be the Current Price per share (determined as provided
in subparagraph (vi) of this Section 7(a)) of the Common Stock on the
date fixed for the payment of such distribution (the "Reference Date")
less the fair market value, on the Reference Date, of the portion of
the evidences of indebtedness, shares of capital stock of the
Corporation, cash, securities or other assets so distributed (other
than Excluded Dividends) applicable to one share of Common Stock and
the denominator shall be such Current Price per share of the Common
Stock, such reduction to become effective immediately prior to the
opening of business on the day following the Reference Date.
"Excluded Dividends" shall mean (1) any dividend or distribution
referred to in subparagraph (i) of this Section 7(a), (2) any
dividend, distribution or issuance of rights or warrants referred to
in subparagraph (ii) of this Section 7(a) or of Rights, (3) any
regular cash dividend on the Common Stock that does not exceed the per
share amount of the immediately preceding regular cash dividend on the
Common Stock (as adjusted to appropriately reflect any of the events
referred to in subparagraphs (i) and (iii) of this Section 7(a)), and
(4) in the case of any other dividend or distribution (cash or
otherwise), that portion thereof which, when combined with the per
share fair market value of all other dividends and distributions paid
by the Corporation on Common Stock during the 365-day period ending on
the date of declaration of such dividend or distribution (as adjusted
to appropriately reflect any of the events referred to in
subparagraphs (i) and (iii) of this Section 7(a) and excluding
dividends and distributions referred to in clauses (1) and (2) and
dividends and distributions, or portions thereof, that resulted in an
adjustment to the Conversion Price (or would have but for the
application of Section 7(a)(viii), 7(f) or 7(g)), does not exceed 15%
of the Current Price per share of the Common Stock on the Trading Day
immediately preceding the date of declaration of such dividend or
distribution. The fair market value of any dividend or distribution
not paid in cash shall be determined in good faith by the Board of
Directors of the Corporation, whose determination shall be conclusive
and described in a resolution of the Board of Directors of the
Corporation. For purposes of this subparagraph (iv), any dividend or
distribution that includes shares of Common Stock or rights or
warrants to subscribe for or purchase shares of Common Stock shall be
deemed instead to be (1) a dividend or distribution of the evidences
of indebtedness, shares of capital stock of the Corporation, cash or
assets other than such shares of Common Stock or such rights or
warrants (making any Conversion Price reduction required by this
subparagraph (iv)) immediately followed by (2) a dividend or
distribution of such shares of Common Stock or such rights or warrants
(making any further Conversion Price reduction required by
subparagraphs (i) or (ii) of this Section 7(a) and, in the case of
rights or warrants, subject to the last sentence of such subparagraph
(ii)), except (A) the Reference Date of such dividend or distribution
as defined in this subparagraph (iv) shall be substituted as "the date
fixed for the determination of shareholders entitled to receive such
dividend or other distribution," "the date fixed for the determination
of shareholders entitled to receive

-17-
<PAGE> 18
such rights or warrants" and "the date fixed for such determination"
within the meaning of subparagraphs (i) and (ii) of this Section 7(a)
and (B) any shares of Common Stock included in such dividend or
distribution shall not be deemed "outstanding at the close of business
on the date fixed for such determination" within the meaning of
subparagraph (i) of this Section 7(a).

(v) If a tender or exchange offer made by the Corporation
or any subsidiary of the Corporation for all or any portion of the
Corporation's Common Stock shall expire and such tender or exchange
offer shall involve the payment by the Corporation or such subsidiary
of consideration per share of Common Stock having a fair market value
(as determined in good faith by the Board of Directors of the
Corporation, whose determination shall be conclusive and described in a
resolution of the Board of Directors) at the last time (the "Tender
Expiration Time") tenders or exchanges may be made pursuant to such
tender or exchange offer (as it may have been amended) that exceeds
110% of the Current Price per share (determined as provided in
subparagraph (vi) of this Section 7(a)) of the Common Stock on the
Trading Day next succeeding the Tender Expiration Time, then the
Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying the Conversion Price in effect
immediately prior to the effectiveness of the Conversion Price
reduction contemplated by this subparagraph (v) by a fraction, of which
the numerator shall be the number of shares of Common Stock outstanding
(including any tendered or exchanged shares) at the Tender Expiration
Time multiplied by the Current Price per share (determined as provided
in subparagraph (vi) of this Section 7(a)) of the Common Stock on the
Trading Day next succeeding the Tender Expiration Time and the
denominator shall be the sum of (x) the fair market value (determined
as aforesaid) of the aggregate consideration payable to shareholders
based on the acceptance (up to any maximum specified in the terms of
the tender or exchange offer) of all shares validly tendered or
exchanged and not withdrawn as of the Tender Expiration Time (the
shares deemed so accepted, up to any such maximum, being referred to as
the "Purchased Shares") and (y) the product of the number of shares of
Common Stock outstanding (less any Purchased Shares) at the Tender
Expiration Time and the Current Price per share (determined as provided
in subparagraph (vi) of this Section 7(a)) of the Common Stock on the
Trading Day next succeeding the Tender Expiration Time, such reduction
to become effective immediately prior to the opening of business on the
day following the Tender Expiration Time. Notwithstanding anything
contained in this Section 7(a)(v) to the contrary, no adjustment shall
be made to the Conversion Price in the case of a tender or exchange
offer of the character described in Rule 13e-4(h)(5) under the Exchange
Act, or any successor rule thereto.

(vi) For the purpose of any computation under
subparagraphs (ii), (iv) and (v) of this Section 7(a), the "Current
Price" per share of Common Stock on any date in question shall be
deemed to be the average of the daily Closing Prices (as defined

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<PAGE> 19
in Section 7(e)) for the five consecutive Trading Days selected by the
Corporation commencing not more than 20 Trading Days before, and
ending not later than, the earlier of the day in question and, if
applicable, the day before the "ex" date with respect to the issuance
or distribution requiring such computation; provided, however, that if
another event occurs that would require an adjustment pursuant to
subparagraph (i) through (v), inclusive, the Board of Directors of the
Corporation may make such adjustments to the Closing Prices during
such five Trading Day period as it deems appropriate to effectuate the
intent of the adjustments in this Section 7(a), in which case any such
determination by the Board of Directors of the Corporation shall be
set forth in a Board Resolution and shall be conclusive. For purposes
of this paragraph, the term "ex" date, (1) when used with respect to
any issuance or distribution, means the first date on which the Common
Stock trades regular way on the relevant exchange or in the relevant
market from which the Closing Prices were obtained without the right
to receive such issuance or distribution, and (2) when used with
respect to any tender or exchange offer means the first date on which
the Common Stock trades regular way on such exchange or in such market
after the Tender Expiration Time of such offer.

(vii) The Corporation may make such reductions in the
Conversion Price, in addition to those required by subparagraphs (i),
(ii), (iii), (iv) and (v) of this Section 7(a), as it considers to be
advisable to avoid or diminish any income tax to holders of Common
Stock or holders of rights to acquire Common Stock or securities
convertible into Common Stock, resulting from any dividend or
distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes. The Corporation from time to
time may reduce the Conversion Price by any amount selected by the
Corporation for any period of time if the period is at least twenty
days, and the Board of Directors of the Corporation shall have made a
determination that such reduction would be in the best interest of the
Corporation, which determination shall be conclusive. Whenever the
Conversion Price is reduced pursuant to the preceding sentence, the
Corporation shall mail to holders of record of the Series A Preferred
Stock a notice of the reduction at least fifteen days prior to the
date the reduced Conversion Price takes effect, and such notice shall
state the reduced Conversion Price and the period it will be in
effect.

(viii) No adjustment in the Conversion Price shall be
required unless such adjustment would require an increase or decrease
of at least 1% in the Conversion Price; provided, however, that any
adjustments which by reason of this subparagraph (viii) are not
required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Section 7
shall be made to the nearest cent or to the nearest 1/100 of a share,
as the case may be, with one-half cent and 5/1000th of a share,
respectively, being rounded upward.

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<PAGE> 20
(ix) Whenever the Conversion Price is adjusted as herein
provided:

(1) the Corporation shall compute the adjusted
Conversion Price and shall prepare a certificate signed by the
Chief Financial Officer, the Treasurer or a Vice President of
the Corporation setting forth the adjusted Conversion Price
and showing in reasonable detail the facts upon which such
adjustment is based, and such certificate shall forthwith be
filed with the transfer agent for the Series A Preferred
Stock; and

(2) a notice stating that the Conversion Price
has been adjusted and setting forth the adjusted Conversion
Price shall, as soon as practicable, be mailed by the
Corporation to all holders of shares of Series A Preferred
Stock at their last addresses as they shall appear upon the
stock transfer books of the Corporation.

(b) Reclassification, Consolidation, Merger Or Sale Of Assets. In
the event that the Corporation shall be a party to any transaction (including
without limitation any recapitalization or reclassification of the Common Stock
(other than a change in par value, or from par value to no par value, or from
no par value to par value, or as a result of a subdivision or combination of
the Common Stock), any consolidation of the Corporation with, or merger of the
Corporation into, any other person, any merger of another person into the
Corporation (other than a merger which does not result in a reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock),
any sale or transfer of all or substantially all of the assets of the
Corporation or any compulsory share exchange, in each case pursuant to which
the Common Stock is converted into the right to receive other securities, cash
or other property), then lawful provision shall be made as part of the terms of
such transaction whereby each holder of shares of Series A Preferred Stock then
outstanding shall have the right thereafter to convert such shares only into
(i) in the case of any such transaction other than a Common Stock Fundamental
Change (as defined in Section 7(e)), the kind and amount of securities, cash
and other property receivable upon the consummation of such transaction by a
holder of that number of shares of Common Stock into which such shares of
Series A Preferred Stock could have been converted immediately prior to such
transaction, after giving effect, in the case of any Non-Stock Fundamental
Change (as defined in Section 7(e)), to any adjustment in the Conversion Price
required by the provisions of Section 7(d), and (ii) in the case of a Common
Stock Fundamental Change, common stock of the kind received by holders of
Common Stock as a result of such Common Stock Fundamental Change in an amount
determined pursuant to the provisions of Section 7(d). The Corporation or the
person formed by such consolidation or resulting from such merger or which
acquired such assets or which acquired the Corporation's shares, as the case
may be, shall make provision in its certificate or articles of incorporation or
other constituent document to establish such right. Such certificate or
articles of incorporation or other constituent document shall provide for
adjustments which, for events subsequent to the effective date of such
provisions in such

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<PAGE> 21
certificate or articles of incorporation or other constituent document, shall
be as nearly equivalent as may be practicable to the adjustments provided for
in this Section 7. The above provisions shall similarly apply to successive
transactions of the foregoing type.

(i) the Corporation shall (1) declare any dividend (or
any other distribution) on its Common Stock, other than (A) a dividend
payable in shares of Common Stock or (B) a dividend payable in cash
that would not require an adjustment pursuant to 7(a)(iv) or (2)
authorize a tender or exchange offer that would require an adjustment
pursuant to 7(a)(v); or

(ii) the Corporation shall authorize the granting to all
holders of Common Stock of rights or warrants to subscribe for or
purchase any shares of stock of any class or series or of any other
rights or warrants (other than Rights); or

(iii) of any reclassification of Common Stock (other than a
subdivision or combination of the outstanding Common Stock, or a
change in par value, or from par value to no par value, or from no par
value to par value), or of any consolidation or merger to which the
Corporation is a party and for which approval of any shareholders of
the Corporation shall be required, or of the sale or transfer of all
or substantially all of the assets of the Corporation or of any
compulsory share exchange whereby the Common Stock is converted into
other securities, cash or other property; or

(iv) of the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation;

then the Corporation shall cause to be filed with the transfer agent for the
Series A Preferred Stock, and shall cause to be mailed to the holders of record
of the Series A Preferred Stock, at their last addresses as they shall appear
upon the stock transfer books of the Corporation, at least fifteen calendar
days prior to the applicable record or effective date hereinafter specified, a
notice stating (x) the date on which a record (if any) is to be taken for the
purpose of such dividend, distribution, rights or warrants or, if a record is
not to be taken, the date as of which the holders of Common Stock of record to
be entitled to such dividend, distribution, rights or warrants are to be
determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, share exchange, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up (but no failure to mail such notice or
any defect therein or in the mailing

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<PAGE> 22
thereof shall affect the validity of the corporate action required to be
specified in such notice).

(d) Adjustments In Case Of Fundamental Changes. Notwithstanding
any other provision in this Section 7 to the contrary, if any Fundamental
Change (as defined in Section 7(e)) occurs, then the Conversion Price in effect
will be adjusted immediately after such Fundamental Change as described below.
In addition, in the event of a Common Stock Fundamental Change, the Series A
Preferred Stock shall be convertible solely into common stock of the kind
received by holders of Common Stock as the result of such Common Stock
Fundamental Change as more specifically provided in the following clauses
(d)(i) and (d)(ii).

For purposes of calculating any adjustment to be made pursuant to this Section
7(d) in the event of a Fundamental Change, immediately after such Fundamental
Change:

(i) in the case of a Non-Stock Fundamental Change, the
Conversion Price shall thereupon become the lower of (A) the
Conversion Price in effect immediately prior to such Non-Stock
Fundamental Change, but after giving effect to any other prior
adjustments effected pursuant to this Section 7, and (B) the result
obtained by multiplying the greater of the Applicable Price (as
defined in Section 7(e)) or the then applicable Reference Market Price
(as defined in Section 7(e)) by a fraction, of which the numerator
shall be $50 and the denominator shall be the amount set forth below
(based on the date such Non-Stock Fundamental Change occurs):

<TABLE>
<CAPTION>
Twelve Months
Ending , Denominator
-------------------------- -----------
<S> <C>
1996 . . . . . . . . . . . . . . . . . . . . . . . $
1997 . . . . . . . . . . . . . . . . . . . . . . . $
1998 . . . . . . . . . . . . . . . . . . . . . . . $
1999 . . . . . . . . . . . . . . . . . . . . . . . $
2000 . . . . . . . . . . . . . . . . . . . . . . . $
2001 . . . . . . . . . . . . . . . . . . . . . . . $
2002 . . . . . . . . . . . . . . . . . . . . . . . $
2003 and thereafter . . . . . . . . . . . . . . . $
</TABLE>

; and

(ii) in the case of a Common Stock Fundamental Change, the
Conversion Price in effect immediately prior to such Common Stock
Fundamental Change, but after giving effect to any other prior
adjustments effected pursuant to this Section 7, shall thereupon be
adjusted by multiplying such Conversion Price by a fraction, of which
the numerator shall be the Purchaser Stock Price (as defined in
Section 7(e))

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<PAGE> 23
and the denominator shall be the Applicable Price; provided, however,
that in the event of a Common Stock Fundamental Change in which (A)
100% of the value of the consideration received by a holder of Common
Stock is common stock of the successor, acquiror or other third party
(and cash, if any, is paid only with respect to any fractional
interests in such common stock resulting from such Common Stock
Fundamental Change) and (B) all of the Common Stock shall have been
exchanged for, converted into or acquired for common stock (and cash
with respect to fractional interests) of the successor, acquiror or
other third party, the Conversion Price in effect immediately prior to
such Common Stock Fundamental Change shall thereupon be adjusted by
multiplying such Conversion Price by a fraction, of which the
numerator shall be one (1) and the denominator shall be the number of
shares of common stock of the successor, acquiror, or other third
party received by a holder of one share of Common Stock as a result of
such Common Stock Fundamental Change.

(e) Definitions. The following definitions shall apply to terms
used in this Section 7:

(i) "Applicable Price" shall mean (i) in the event of a
Non-Stock Fundamental Change in which the holders of the Common Stock
receive only cash, the amount of cash received by a holder of one
share of Common Stock and (ii) in the event of any other Non-Stock
Fundamental Change or any Common Stock Fundamental Change, the average
of the Closing Prices of the Common Stock for the ten consecutive
Trading Days prior to and including the record date for the
determination of the holders of Common Stock entitled to receive
securities, cash or other property in connection with such Non-Stock
Fundamental Change or Common Stock Fundamental Change, or, if there is
no such record date, the date upon which the holders of the Common
Stock shall have the right to receive such securities, cash or other
property (such record date or distribution date being hereinafter
referred to as the "Entitlement Date"), in each case, as adjusted in
good faith by the Board of Directors of the Corporation to
appropriately reflect any of the events referred to in subparagraphs
(i), (ii), (iii), (iv) and (v) of Section 7(a).

(ii) "Closing Price" of any common stock on any day shall
mean the reported last sale price, regular way, on such day, or, if no
sale takes place on such day, the average of the reported closing bid
and asked prices on such day, regular way, in either case as reported
on the principal national securities exchange on which such common
stock is listed or admitted to trading, or, if such common stock is
not listed or admitted to trading on a national securities exchange,
on the National Market System of the National Association of
Securities Dealers, Inc., or, if such common stock is not quoted or
admitted to trading on such quotation system, on the principal
quotation system on which such common stock is listed or admitted to
trading or quoted, or, if not listed or admitted to trading or quoted
on any national

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<PAGE> 24
securities exchange or quotation system, the average of the closing
bid and asked prices of such common stock in the over-the-counter
market on the day in question as reported by the National Quotation
Bureau Incorporated, or a similar generally accepted reporting
service, or, if not so available in such manner, as furnished by any
NYSE member firm selected from time to time by the Board of Directors
of the Corporation for that purpose or, if not so available in such
manner, as otherwise determined in good faith by the Board of
Directors of the Corporation.

(iii) "Common Stock Fundamental Change" shall mean any
Fundamental Change in which more than 50% of the value (as determined
in good faith by the Board of Directors of the Corporation) of the
consideration received by holders of Common Stock consists of common
stock that for each of the ten consecutive Trading Days prior to the
Entitlement Date has been admitted for listing or admitted for listing
subject to notice of issuance on a national securities exchange or
quoted on the National Market System of the National Association of
Securities Dealers, Inc.; provided, however, that a Fundamental Change
shall not be a Common Stock Fundamental Change unless either (i) the
Corporation continues to exist after the occurrence of such
Fundamental Change and the outstanding shares of Series A Preferred
Stock continue to exist as outstanding shares of Series A Preferred
Stock, or (ii) not later than the occurrence of such Fundamental
Change, the outstanding shares of Series A Preferred Stock are
converted into or exchanged for shares of convertible preferred stock
of the entity succeeding to the business of the Corporation, which
convertible preferred stock has designations, preferences, limitations
and relative rights substantially similar to those of the Series A
Preferred Stock.

(iv) "Conversion Price" shall have the meaning given that
term in Section 6(a).

(v) "Fundamental Change" shall mean the occurrence of any
transaction or event in connection with a plan pursuant to which all
or substantially all of the Common Stock shall be exchanged for,
converted into, acquired for or constitute solely the right to receive
securities, cash or other property (whether by means of an exchange
offer, liquidation, tender offer, consolidation, merger, combination,
reclassification, recapitalization or otherwise); provided, however,
that, in the case of a plan involving more than one such transaction
or event, for purposes of adjustment of the Conversion Price, such
Fundamental Change shall be deemed to have occurred when substantially
all of the Common Stock shall be exchanged for, converted into, or
acquired for or constitute solely the right to receive securities,
cash or other property, but the adjustment shall be based upon the
highest weighted average per share consideration that a holder of
Common Stock could have received in such transactions or events as a
result of which more than 50% of the Common

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<PAGE> 25
Stock shall have been exchanged for, converted into, or acquired for
or constitute solely the right to receive securities, cash or other
property.

(vi) "Non-Stock Fundamental Change" shall mean any
Fundamental Change other than a Common Stock Fundamental Change.

(vii) "Purchased Shares" shall have the meaning given that
term in Section 7(a)(v).

(viii) "Purchaser Stock Price" shall mean, with respect to
any Common Stock Fundamental Change, the average of the daily Closing
Prices of the common stock received in such Common Stock Fundamental
Change for the ten consecutive Trading Days prior to and including the
Entitlement Date, as adjusted in good faith by the Board of Directors
of the Corporation to appropriately reflect any of the events referred
to in subparagraphs (i), (ii), (iii), (iv), and (v) of Section 7(a);

(ix) "Reference Date" shall have the meaning given that
term in Section 13(a)(iv).

(x) "Reference Market Price" shall initially mean
$__________ and in the event of any adjustment to the Conversion Price
other than as a result of a Non-Stock Fundamental Change, the
Reference Market Price shall also be adjusted so that the ratio of the
Reference Market Price to the Conversion Price after giving effect to
any such adjustment shall always be the same as the ratio of $_____ to
the initial Conversion Price.

(xi) "Tender Expiration Time" shall have the meaning given
that term in Section 7(a)(v).

(xii) "Trading Day" shall mean, with respect to any
security listed or admitted to trading on the NYSE, any day on which
such securities are traded on the NYSE, or, if such security is not
listed or admitted to trading on the NYSE, on the principal national
securities exchange on which such security is listed or admitted to
trading, or, if such security is not listed or admitted to trading on
a national securities exchange, on the National Market System of the
National Association of Securities Dealers, Inc., or, if such security
is not quoted or admitted to trading on such quotation system, on the
principal quotation system on which such security is listed or
admitted to trading or quoted, or, if not listed or admitted to
trading or quoted on any national securities exchange or quotation
system, in the over-the-counter market.

(f) Dividend Or Interest Reinvestment Plans. Notwithstanding the
foregoing provisions of this Section 7, no adjustment of the Conversion Price
shall be required to be

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<PAGE> 26
made upon the issuance of any shares of Common Stock pursuant to any present or
future plan providing for the reinvestment of dividends or interest payable on
securities of the Corporation and the investment of additional optional amounts
in shares of Common Stock under any such plan, or the issuance of any shares of
Common Stock or options or rights to purchase such shares pursuant to any
present or future employee, officer, director or consultant benefit plan or
program or agreement of the Corporation or a subsidiary of the Corporation or
pursuant to any option, warrant, right or exercisable, exchangeable or
convertible security outstanding as of the date the Series A Preferred Stock
was first designated pursuant to this Statement of Resolution Establishing a
Series of Shares.

(g) Certain Rights. Notwithstanding any other provision of this
Section 7, the issuance or distribution of Rights shall not be deemed to
constitute an issuance or a distribution or dividend of rights, warrants, or
other securities to which any of the adjustment provisions described above
applies.

(h) Certain Additional Rights. In case the Corporation shall, by
dividend or otherwise, declare or make a distribution on its Common Stock
referred to in Section 7(a)(iv) (including, without limitation, dividends or
distributions referred to in the last sentence of Section 7(a)(iv) but
excluding the Excluded Dividends), the holder of each share of Series A
Preferred Stock, upon the conversion thereof subsequent to the close of
business on the date fixed for the determination of shareholders entitled to
receive such distribution and prior to the effectiveness of the Conversion
Price adjustment in respect of such distribution, shall also be entitled to
receive for each share of Common Stock into which such share of Series A
Preferred Stock is converted, the portion of the shares of Common Stock,
rights, warrants, evidences of indebtedness, shares of capital stock, cash and
assets so distributed applicable to one share of Common Stock; provided,
however, that, at the election of the Corporation (whose election shall be
evidenced by a resolution of the Board of Directors of the Corporation or a
committee thereof) with respect to all holders so converting, the Corporation
may, in lieu of distributing to such holders any portion of such distribution
not consisting of cash or securities of the Corporation, pay such holders an
amount in cash equal to the fair market value thereof (as determined in good
faith by the Board of Directors, whose determination shall be conclusive and
described in a resolution of the Board of Directors of the Corporation or a
committee thereof). If any conversion of a share of Series A Preferred Stock
described in the immediately preceding sentence occurs prior to the payment
date for a distribution to holders of Common Stock which the holder of the
share of Series A Preferred Stock so converted is entitled to receive in
accordance with the immediately preceding sentence, the Corporation may elect
(such election to be evidenced by a resolution of the Board of Directors of the
Corporation or a committee thereof) to distribute to such holder a due bill for
the shares of Common Stock, rights, warrants, evidences of indebtedness, shares
of capital stock, cash or assets to which such holder is so entitled, provided
that such due bill (i) meets any applicable requirements of the principal
national securities exchange or other market on which the Common Stock is then
traded, and (ii) requires payment or delivery of such shares of Common Stock,

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<PAGE> 27
rights, warrants, evidences of indebtedness, shares of capital stock, cash or
assets no later than the date of payment or delivery thereof to holders of
shares of Common Stock receiving such distribution.

(i) One Adjustment. There shall be no adjustment of the
Conversion Price in case of the issuance of any capital stock (or securities
convertible into or exchangeable for capital stock) of the Corporation or any
other distribution or event except as specifically described in this Section 7.
If any action would require adjustment of the Conversion Price pursuant to more
than one of the provisions of this Section 7, only one adjustment shall be made
and such adjustment shall be the amount of adjustment that has the highest
absolute value to the holders of the Series A Preferred Stock.

SECTION 8. RANKING; RETIREMENT OF SHARES.

(a) The Series A Preferred Stock shall rank senior to Common Stock
and Series A Junior Participating Preferred Stock of the Corporation to the
payment of dividends and distribution of assets upon the liquidation,
dissolution or winding-up of the Corporation. The ranking of any subsequent
series of Preferred Stock, par value $1.50 per share, issued by the
Corporation, or other class or series capital stock of the Corporation, as
compared to the Series A Preferred Stock as to the payment of dividends and
distribution of assets upon the liquidation, dissolution or winding-up of the
Corporation shall be as specified in the Restated Articles of Incorporation, as
amended, of the Corporation, or the Statement of Resolution Establishing a
Series of Shares pertaining to such series.

(b) Any shares of Series A Preferred Stock acquired by the
Corporation by reason of the conversion or redemption of such shares, or
otherwise so acquired, shall be retired as shares of Series A Preferred Stock
and restored to the status of authorized but unissued shares of Preferred
Stock, par value $1.50 per share, of the Corporation, without designation as to
series, and may thereafter be reissued.

SECTION 9. MISCELLANEOUS.

(a) All notices referred to herein shall be in writing, and all
notices hereunder shall be deemed to have been given upon the earlier of
receipt thereof or three Business Days after the mailing thereof if sent by
registered or certified mail (unless first-class mail shall be specifically
permitted for such notice under the terms of this Section 9(a) with postage
prepaid addressed: (i) if to the Corporation, to its principal executive
offices (Attention: Secretary) or to the transfer agent for the Series A
Preferred Stock, or other agent of the Corporation designated as permitted by
this Section 9(a), or (ii) if to any holder of the Series A Preferred Stock or
Common Stock, as the case may be, to such holder at the address of such holder
as listed in the stock record books of the Corporation (which may include the
records of any transfer agent for the Series A Preferred Stock or

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<PAGE> 28
Common Stock, as the case may be), or (iii) to such other address as the
Corporation or any such holder, as the case may be, shall have designated by
notice similarly given.

(b) The Corporation shall pay any and all stock transfer and
documentary stamp taxes that may be payable in respect of any issuance or
delivery of shares of Series A Preferred Stock or shares of Common Stock or
other securities issued on account of Series A Preferred Stock pursuant hereto
or certificates representing such shares or securities. The Corporation shall
not, however, be required to pay any such tax that may be payable in respect of
any transfer involving the issuance or delivery of shares of Series A Preferred
Stock or Common Stock or other securities in a name other than that in which
the shares of Series A Preferred Stock with respect to which such shares or
other securities are issued or delivered were registered, or in respect of any
payment to any person with respect to any such shares or securities other than
a payment to the registered holder thereof, and shall not be required to make
any such issuance, delivery or payment unless and until the person otherwise
entitled to such issuance, delivery or payment has paid to the Corporation the
amount of any such tax or has established, to the satisfaction of the
Corporation, that such tax has been paid or is not payable.

(c) In the event that a holder of shares of Series A Preferred
Stock shall not by written notice designate the name in which shares of Common
Stock to be issued upon conversion of such shares should be registered or to
whom payment upon redemption of shares of Series A Preferred Stock should be
made or the address to which the certificate or certificates representing such
shares, or such payment, should be sent, the Corporation shall be entitled to
register such shares, and make such payment, in the name of the holder of such
Series A Preferred Stock as shown on the records of the Corporation and to send
the certificate or certificates representing such shares, or such payment, to
the address of such holder shown on the records of the Corporation.

(d) Registrar and Transfer Agent. The Corporation may appoint,
and from time to time discharge and change, a transfer agent for the Series A
Preferred Stock.

(e) Whenever possible, each provision hereof shall be interpreted
in such a manner as to be effective and valid under applicable law, but if any
provision hereof is held to be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating or otherwise adversely affecting the remaining
provisions hereof. If a court of competent jurisdiction should determine that
a provision hereof would be valid or enforceable if a period of time were
extended or shortened or a particular percentage were increased or decreased,
then such court may make such change as shall be necessary to render the
provision in question effective and valid under applicable law.

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<PAGE> 29

3. Such resolution was duly adopted by all necessary action on the
part of the Corporation.

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<PAGE> 30
IN WITNESS WHEREOF, this Statement of Resolution Establishing a Series
of Shares has been made under the hand of the undersigned, the
________________________ of the Corporation, this ______ day of May, 1995.

AMERICAN GENERAL CORPORATION

By:
__________________________________

Name:
Title:

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<PAGE> 1
EXHIBIT 4(p)

FORM OF GUARANTEE AGREEMENT

THIS GUARANTEE AGREEMENT (this "Guarantee"), dated as of May 24,
1995, is executed and delivered by American General Corporation, a corporation
organized under the laws of the State of Texas ("American General"), for the
benefit of the Holders (as hereinafter defined) from time to time of the
Preferred Securities (as hereinafter defined) of American General Delaware,
L.L.C., a Delaware limited liability company ("American General Delaware").

WHEREAS, American General Delaware intends to issue and sell from time
to time, in one or more series, preferred limited liability company interests
(the "Preferred Securities"), and American General desires to issue this
Guarantee for the benefit of the Holders of the Preferred Securities, as
provided herein;

WHEREAS, American General Delaware will purchase the Junior
Subordinated Debentures (as hereinafter defined) issued pursuant to the Junior
Subordinated Indenture (as hereinafter defined) with substantially all of the
proceeds from the issuance and sale of the Preferred Securities and its other
common limited liability company interests (the "Common Securities"); and

WHEREAS, American General desires hereby to unconditionally and
irrevocably guarantee, to the extent set forth herein, the payment in full to
the Holders of the Guarantee Payments (as hereinafter defined) and the
performance of the other obligations set forth herein.

NOW, THEREFORE, in consideration of the purchase by each Holder of the
Preferred Securities, which purchase American General hereby agrees shall
benefit American General, American General executes and delivers this Guarantee
for the benefit of the Holders.

ARTICLE I

DEFINITIONS

As used in this Guarantee, the terms set forth below shall, unless the
context otherwise requires, have the following meanings. Capitalized terms
used herein but not otherwise defined herein shall have the meanings ascribed
to such terms in the Amended and Restated Limited Liability Company Agreement
of American General Delaware, L.L.C., dated as of May 24, 1995 (the "LLC
Agreement").

1.1 "Additional Dividends" shall mean Dividends (as hereinafter
defined) that shall be declared and paid by American General Delaware on any
Dividend arrearages in respect of the Preferred Securities of any series at the
rate set forth in the Declaration (as hereinafter defined) with respect to such
series of Preferred Securities.

<PAGE> 2

1.2 "American General Common Stock" shall mean the Common Stock,
par value $.50 per share, of American General. However, subject to the
anti-dilution provisions of the applicable series of Junior Subordinated
Debentures (as hereinafter defined), shares of American General Common Stock
issuable on conversion of such Junior Subordinated Debentures or upon exchange
of the American General Preferred Stock (as hereinafter defined) shall include
only shares of the class designated as Common Stock of American General on the
date hereof or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference as
to the payment of dividends or the distribution of assets upon any voluntary or
involuntary liquidation, dissolution or winding-up of American General and
which are not subject to redemption by American General; provided, that if at
any time there shall be more than one such resulting class, the shares of each
such class then so issuable shall be substantially in the proportion which the
total number of shares of such class resulting from all such reclassification
bears to the total number of shares of all such classes resulting from all such
reclassification.

1.3 "American General Preferred Stock" shall mean the series, if
any, of Preferred Stock, par value $1.50 per share, of American General
exchangeable for the related series of Junior Subordinated Debentures.

1.4 "Conversion Agent" shall mean Chemical Mellon Shareholder
Services, LLC and its successors (or such substitute entity as may be
designated from time to time by the Manager (as hereinafter defined), acting as
agent of the Holders in effecting, as applicable, (a) the exchange of the
Preferred Securities of any series into the related series of Junior
Subordinated Debentures and the conversion of such Junior Subordinated
Debentures into shares of American General Common Stock or (b) the exchange of
Preferred Securities of any series for the related series of Junior
Subordinated Debentures and the conversion of such Junior Subordinated
Debentures for the related series of American General Preferred Stock, in each
case as and in such manner as may be set forth in the LLC Agreement and the
Declaration with respect to such series of Preferred Securities.

1.5 "Declaration" shall mean, with respect to any series of
Preferred Securities, the Written Action adopted by the Manager pursuant to
Section 7.1(b) of the LLC Agreement relating to such series of Preferred
Securities.

1.6 "Dividends" shall mean, with respect to any series of
Preferred Securities, the cumulative cash distributions from American General
Delaware with respect to such series of Preferred Securities, accruing and
payable in the manner set forth in the Declaration with respect to such series
of Preferred Securities.

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<PAGE> 3

earned or declared), including any Additional Dividends) payable with respect
to any such Preferred Securities called for redemption by American General
Delaware, but only to the extent payable out of funds of American General
Delaware legally available therefor; and (c) upon the voluntary or involuntary
liquidation, dissolution or winding-up of American General Delaware other than
in connection with or after the exchange, if applicable, of such Preferred
Securities for the related series of Junior Subordinated Debentures, the lesser
of (i) the Liquidation Distribution and (ii) the amount of assets of American
General Delaware available for distribution to Holders of such Preferred
Securities in liquidation, dissolution or winding-up of American General
Delaware.

1.8 "Holder" shall mean the registered holder from time to time of
any Preferred Securities of American General Delaware; provided, however, that
in determining whether the Holders of the requisite percentage of Preferred
Securities have given any request, notice, consent or waiver hereunder,
"Holder" shall not include American General or any majority-owned entity
thereof, either directly or indirectly.

1.9 "Junior Subordinated Debentures" shall mean the series of
Junior Subordinated Debentures issued by American General pursuant to the
Junior Subordinated Indenture and delivered to American General Delaware in
connection with the issuance and sale by American General Delaware of the
related series of Preferred Securities. The Junior Subordinated Debentures
will evidence the loan made by American General Delaware to American General of
substantially all of the proceeds received by American General Delaware from
the issuance and sale of the related series of Preferred Securities and the
Common Securities.

1.10 "Junior Subordinated Indenture" shall mean the Indenture,
dated as of May 15, 1995, between American General and Chemical Bank, as
Trustee.

1.11 "Manager" means American General Delaware Management
Corporation, in its capacity as the manager of American General Delaware, or
any permitted successor manager of American General Delaware admitted as such
pursuant to the applicable provisions of the LLC Agreement.

1.12 "Redemption Price" shall mean, with respect to any series of
Preferred Securities subject to redemption by American General Delaware, the
liquidation preference of such Preferred Securities plus accumulated and unpaid
dividends (whether or not earned or declared), including any Additional
Dividends, to the date fixed for redemption thereof.

1.13 "Special Trustee" shall mean, with respect to any series of
Preferred Securities, a special trustee appointed by the Holders of the
Preferred Securities of such series pursuant to Section 8.1 of the LLC
Agreement and authorized, among other things, to enforce American General
Delaware's rights under the related series of Junior Subordinated Debentures
against American General and to enforce the obligations undertaken with respect
to such series of Preferred Securities by American General under this
Guarantee.

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<PAGE> 4
ARTICLE II

GUARANTEE

2.1 GENERAL. American General irrevocably and unconditionally
agrees to pay in full to the Holders of each series of Preferred Securities the
Guarantee Payments with respect to such series of Preferred Securities, as and
when due (except to the extent previously paid by American General Delaware),
regardless of any defense, right of set-off or counterclaim which American
General Delaware may have or assert. American General's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by
American General to the Holders of such series of Preferred Securities or by
causing American General Delaware to pay such amounts to such Holders.

2.2 WAIVER OF CERTAIN RIGHTS. American General hereby waives, to
the fullest extent permitted by applicable law, notice of acceptance of this
Guarantee and of any liability to which it applies or may apply, presentment,
demand for payment, protest, notice of nonpayment, notice of dishonor, notice
of redemption and all other notices and demands.

2.3 OBLIGATIONS NOT AFFECTED. The obligations, covenants,
agreements and duties of American General under this Guarantee shall in no way
be affected or impaired by reason of the happening from time to time of any of
the following:

(a) the release or waiver, by operation of law or
otherwise, of the performance or observance by American General
Delaware of any express or implied agreement, covenant, term or
condition relating to the Preferred Securities of any series to be
performed or observed by American General Delaware;

(b) the extension of time for the payment by American
General Delaware of all or any portion of the Dividends, Additional
Dividends, Redemption Price, Liquidation Distribution or any other
sums payable under the terms of the Preferred Securities of any series
or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Preferred Securities
of such series;

(c) any failure, omission, delay or lack of diligence on
the part of the Holders of Preferred Securities of any series or the
Special Trustee to enforce, assert or exercise any right, privilege,
power or remedy conferred on such Holders or such Special Trustee
pursuant to the terms of the Preferred Securities of such series, or
any action on the part of American General Delaware granting
indulgence or extension of any kind;

(d) the voluntary or involuntary liquidation,
dissolution, winding-up, sale of any collateral, receivership,
insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, American General Delaware or
any of the assets of American General Delaware;

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<PAGE> 5

(e) any invalidity of, or defect or deficiency in, any of
the Preferred Securities of any series;

(f) the settlement or compromise of any obligation
guaranteed hereby or hereby incurred; or

(g) to the fullest extent permitted by applicable law,
any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the
intent of this Section 2.3 that the obligations of American General
hereunder shall be absolute and unconditional under any and all
circumstances.

There shall be no obligation of any Holders of Preferred Securities to give
notice to, or obtain any consent of, American General with respect to the
happening of any of the foregoing.

2.4 PROCEEDING DIRECTLY AGAINST AMERICAN GENERAL. This Guarantee
is a guarantee of payment and not of collection. A Holder of Preferred
Securities of any series or the Special Trustee may enforce this Guarantee with
respect to such series of Preferred Securities directly against American
General, and American General waives any right or remedy to require that any
action be brought against American General Delaware or any other person or
entity before proceeding against American General. Subject to Section 2.5
hereof, all waivers herein contained shall be without prejudice to the right of
a Holder or the Special Trustee, at its option, to proceed against American
General Delaware, whether by separate action or by joinder. American General
agrees that this Guarantee shall not be discharged except by payment of the
Guarantee Payments in full (to the extent not previously paid by American
General Delaware) and by complete performance of all obligations under this
Guarantee.

2.5 SUBROGATION. American General shall be subrogated to all (if
any) rights of the Holders of Preferred Securities against American General
Delaware in respect of any amounts paid to such Holders by American General
under this Guarantee and shall have the right to waive payment by American
General Delaware of any amount of Dividends in respect of which payment has
been made to the Holders by it pursuant to Section 2.1 hereof; provided,
however, that American General shall not (except to the extent required by
mandatory provisions of law) exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of a payment under this Guarantee, if, at the time of any such
payment, any amounts are due and unpaid under this Guarantee. If any amount
shall be paid to American General in violation of the preceding sentence,
American General agrees to hold such amount in trust for the Holders and to pay
over such amount promptly to the Holders.

2.6 INDEPENDENT OBLIGATIONS. American General acknowledges that
its obligations hereunder are independent of the obligations of American
General Delaware with respect to the Preferred Securities and that American
General shall be liable as principal and sole debtor under this Guarantee to
make Guarantee Payments in full pursuant to the terms of

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<PAGE> 6
this Guarantee notwithstanding the occurrence of any event referred to in
subsections (a) through (g), inclusive, of Section 2.3 hereof.

2.7 TERMINATION. This Guarantee shall terminate and be of no
further force and effect as to the Preferred Securities of any series upon (a)
full payment of the Redemption Price of all outstanding Preferred Securities of
such series, (b) if applicable, the exchange (in the manner provided in the LLC
Agreement and the applicable Declaration) of all of the Preferred Securities of
such series for the Junior Subordinated Debentures of the related series and
the conversion (in the manner provided in the Junior Subordinated Indenture) of
such Junior Subordinated Debentures for American General Common Stock or the
series of American General Preferred Stock related to such series of Preferred
Securities, as the case may be, or (c) if applicable, the exchange (in the
manner provided in the LLC Agreement or such Declaration) of all of the
Preferred Securities of such series for the Junior Subordinated Debentures of
the related series. In addition, this Guarantee will terminate completely upon
full payment of the aggregate Liquidation Distributions applicable to all
outstanding series of Preferred Securities. Notwithstanding the foregoing,
this Guarantee shall continue to be effective or, to the fullest extent
permitted by applicable law, shall be reinstated, as the case may be, with
respect to the Preferred Securities of any series if at any time any Holder of
such Preferred Securities must restore payment of any sums recovered on account
of, or must redeliver any securities received on account of, such Preferred
Securities or under this Guarantee for any reason whatsoever.

ARTICLE III

CERTAIN COVENANTS OF AMERICAN GENERAL

3.1 DIVIDENDS AND OTHER PAYMENTS. So long as the Preferred
Securities of any series remain outstanding, American General will not declare
or pay any dividend on, and American General will not, and American General
will not permit any of its majority-owned subsidiaries to, redeem, purchase,
acquire or make a liquidation payment with respect to, any of American
General's capital stock (other than (i) purchases or acquisitions of shares of
American General Common Stock in connection with the satisfaction by American
General or any of its majority-owned subsidiaries of its obligations under any
employee benefit plans or the satisfaction by American General of its
obligations pursuant to any put contract requiring American General to purchase
any American General Common Stock, (ii) as a result of a reclassification of
American General's capital stock or the exchange or conversion of one class or
series of American General's capital stock for another class or series of
American General's capital stock, (iii) redemptions or purchases of any share
purchase rights issued by American General pursuant to the Rights Agreement
dated as of July 27, 1989, as amended from time to time, or the declaration and
payment of a dividend or distribution of similar share purchase rights in the
future or (iv) the purchase of fractional interests in shares of American
General's capital stock pursuant to the conversion or exchange provisions of
such American General capital stock or the security being converted or
exchanged) or make any guarantee payments with respect to the foregoing, if at
such time American General has exercised its option to extend an interest
payment period on the series of Junior Subordinated Debentures related to such
series of Preferred

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<PAGE> 7

Securities and such extension is continuing, American General is in default
with respect to its payment or other obligations hereunder or there has
occurred and is continuing any Event of Default (as defined in the Junior
Subordinated Indenture) with respect to the series of Junior Subordinated
Debentures related to such series of Preferred Securities. American General
shall take all actions necessary to ensure the compliance of its majority-owned
subsidiaries with this Section 3.1.

3.2 CERTAIN OTHER COVENANTS. So long as the Preferred Securities
of any series remain outstanding, American General shall: (a) not cause or
permit any Common Securities to be transferred (other than, in the case of
American General, in connection with a merger or consolidation permitted under
the Junior Subordinated Indenture or, in the case of the Manager, in connection
with any merger or consolidation involving the Manager), (b) maintain direct or
indirect ownership of all outstanding Common Securities and any other limited
liability company interests in American General Delaware other than any series
of Preferred Securities (except as may be permitted in the LLC Agreement); (c)
cause at least 21% of all interests in the capital, income, gain, loss,
deduction and credit of American General Delaware to be represented by Common
Securities; (d) not voluntarily liquidate, dissolve or wind-up itself (other
than in connection with a merger or consolidation permitted under the Junior
Subordinated Indenture), or permit the Manager (other than in connection with
any merger or consolidation involving the Manager) or American General
Delaware (other than in connection with or after an exchange of all
outstanding series of Preferred Securities for the related series of Junior
Subordinated Debentures, if so provided in the Declaration relating to each
such series of Preferred Securities) to liquidate, dissolve or wind-up;
(e) cause American General Delaware Management Corporation or any successor
thereto by merger or consolidation to remain the Manager and to timely perform
all of its duties as Manager (including the duty to cause American General
Delaware to declare and pay dividends on all outstanding series of Preferred
Securities to the extent set forth in the LLC Agreement and the applicable
Declaration); and (f) subject to the terms of the Preferred Securities of any
series, use reasonable efforts to cause American General Delaware to remain a
Delaware limited liability company and otherwise continue to be treated as a
partnership for United States federal income tax purposes.

ARTICLE IV

STATUS

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<PAGE> 8

payment with this Guarantee and (iii) senior to American General Common Stock,
any other class or series of capital stock issued by American General which by
its express terms ranks junior to the most senior preferred stock issued by
American General as to the payment of dividends and the distribution of assets
upon the liquidation, dissolution or winding-up of American General and any
guarantee executed by American General that provides that such guarantee is
junior in right of payment to this Guarantee.

ARTICLE V

CONVERSION AND EXCHANGE OF PREFERRED SECURITIES

5.1 ISSUANCE OF AMERICAN GENERAL COMMON STOCK. If the Preferred
Securities of any series are convertible into shares of American General Common
Stock pursuant to the applicable Declaration, American General hereby agrees
that, upon the request of the Conversion Agent (on behalf of one or more
Holders of such Preferred Securities), to convert Junior Subordinated
Debentures of the series related to such series of Preferred Securities into
American General Common Stock pursuant to the request of such Holders to effect
such conversion in accordance with the terms of the LLC Agreement and such
Declaration, American General shall deliver to the Conversion Agent
certificates representing the number of full shares of American General Common
Stock issuable upon conversion of such Junior Subordinated Debentures in
accordance with the terms of the Junior Subordinated Indenture and such Junior
Subordinated Debentures. American General shall reserve and keep available out
of its authorized and unissued American General Common Stock (solely for
issuance upon the conversion of such Junior Subordinated Debentures), free of
any preemptive or other similar rights, the number of full shares of American
General Common Stock deliverable by the Conversion Agent to the Holders upon
the conversion of all outstanding convertible Preferred Securities not
theretofore converted by the Holders.

5.2 VALIDITY OF AMERICAN GENERAL COMMON STOCK. All shares of
American General Common Stock delivered by American General upon such
conversion will be duly authorized, validly issued and fully paid and
nonassessable.

5.3 ISSUANCE OF AMERICAN GENERAL PREFERRED STOCK. American
General hereby agrees, upon the making of an Exchange Election (as such term
may be defined in the applicable Declaration) by the Holders of a majority of
the aggregate liquidation preference of the outstanding Preferred Securities of
the related series in accordance with the terms of the LLC Agreement and such
Declaration, to issue one share of American General Preferred Stock of the
related series in respect of the applicable principal amount (as set forth in
such Declaration) of Junior Subordinated Debentures of the related series.
American General further agrees, upon receipt of a Notice of Exchange Election
(as defined in such Declaration), to deliver to the Conversion Agent the number
of shares of American General Preferred Stock of the related series issuable
upon conversion of such Junior Subordinated Debentures. American General shall
reserve and keep available out of its authorized and unissued American General
Preferred Stock (solely for issuance upon conversion of such Junior
Subordinated Debentures), free of any preemptive or other

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<PAGE> 9

similar rights, the number of shares of American General Preferred Stock of the
related series deliverable by the Conversion Agent to the Holders upon exchange
of all outstanding exchangeable Preferred Securities.

5.4 VALIDITY OF AMERICAN GENERAL PREFERRED STOCK. All such shares
of American General Preferred Stock issued by American General upon such
conversion will be duly authorized, validly issued and fully paid and
nonassessable.

5.5 TERMINATION OF OBLIGATION TO ISSUE AMERICAN GENERAL COMMON
STOCK. American General's obligations under this Article V to issue American
General Common Stock shall terminate upon the termination of the right of
Holders of Preferred Securities to request the Conversion Agent to effect such
conversion as may be set forth in the LLC Agreement and any applicable
Declaration.

ARTICLE VI

MISCELLANEOUS

6.1 THIRD PARTY BENEFICIARIES. All of American General's
obligations under this Guarantee shall be directly enforceable by the Holders
from time to time of the applicable series of Preferred Securities. Each
Holder of Preferred Securities of the applicable series is an intended
third-party beneficiary of this Guarantee.

6.2 SUCCESSORS AND ASSIGNS. All provisions contained in this
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of American General and shall inure to the benefit of the
Holders. Except as permitted by Section 6.4, American General shall not assign
its rights or delegate its obligations hereunder without the prior approval
(obtained in the manner set forth in the LLC Agreement) of the Holders of not
less than 66-2/3% of the aggregate liquidation preference of all Preferred
Securities of all series then outstanding voting as a single class.

6.3 AMENDMENTS. Except with respect to any changes which do not
adversely affect the rights of any Holders of Preferred Securities (in any of
which cases no vote will be required), this Guarantee may be amended with
respect to the Preferred Securities of any series affected by such amendment
only with the prior approval (obtained in the manner set forth in the LLC
Agreement and the applicable Declaration) of the Holders of not less than
66-2/3% of the aggregate liquidation preference of the outstanding Preferred
Securities of such series.

6.4 MERGER OR CONSOLIDATION. American General may consolidate
with or merge with or into any other person or entity, provided that such
consolidation or merger is permitted under Section 801 of the Junior
Subordinated Indenture.

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<PAGE> 10
by registered mail) or telex, addressed to American General, as follows (and if
so given, shall be deemed given when mailed; upon receipt of facsimile
confirmation, if sent by facsimile transmission; or upon receipt of an
answer-back, if sent by telex):

American General Corporation
2929 Allen Parkway
Houston, Texas 77019
Attention: Treasury
Telecopy: (713) 522-3487

Any notice, request or other communication required or permitted to be
given hereunder to the Holders shall be given by American General in the same
manner as notices are sent by American General Delaware to the Holders.

6.6 GENDERS. The masculine and neuter genders used here shall
include the masculine, feminine and neuter genders.

6.7 GUARANTEE NOT SEPARATELY TRANSFERABLE. This Guarantee is
solely for the benefit of the Holders and is not separately transferable from
the Preferred Securities.

6.8 GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.9 SEVERABILITY. In case any provision of this Guarantee shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

6.10 HEADINGS. The Article and section headings herein are for
convenience only and shall not affect the construction hereof.

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IN WITNESS WHEREOF, American General has caused this Guarantee to be
duly executed as of the day and year first above written.

AMERICAN GENERAL CORPORATION

By:
----------------------------------
Name:
Title:

ATTEST:

-----------------------------------
Secretary

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<PAGE> 1
EXHIBIT 4(Q)
FORM OF GUARANTEE AGREEMENT

THIS GUARANTEE AGREEMENT (this "Guarantee"), dated as of May 24,
1995, is executed and delivered by American General Corporation, a corporation
organized under the laws of the State of Texas ("American General"), for the
benefit of the Holders (as hereinafter defined) from time to time of the
Preferred Securities (as hereinafter defined) of American General Capital,
L.L.C., a Delaware limited liability company ("American General Capital").

WHEREAS, American General Capital intends to issue and sell from time
to time, in one or more series, preferred limited liability company interests
(the "Preferred Securities"), and American General desires to issue this
Guarantee for the benefit of the Holders of the Preferred Securities, as
provided herein;

WHEREAS, American General Capital will purchase the Junior Subordinated
Debentures (as hereinafter defined) issued pursuant to the Junior Subordinated
Indenture (as hereinafter defined) with substantially all of the proceeds from
the issuance and sale of the Preferred Securities and its other common limited
liability company interests (the "Common Securities"); and

ARTICLE I

DEFINITIONS

As used in this Guarantee, the terms set forth below shall, unless the
context otherwise requires, have the following meanings. Capitalized terms used
herein but not otherwise defined herein shall have the meanings ascribed to such
terms in the Amended and Restated Limited Liability Company Agreement of
American General Capital, L.L.C., dated as of May 24, 1995 (the "LLC
Agreement").

1.1 "Additional Dividends" shall mean Dividends (as hereinafter
defined) that shall be declared and paid by American General Capital on any
Dividend arrearages in

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respect of the Preferred Securities of any series at the rate set forth in the
Declaration (as hereinafter defined) with respect to such series of Preferred
Securities.

1.2 "American General Common Stock" shall mean the Common Stock,
par value $.50 per share, of American General. However, subject to the anti-
dilution provisions of the applicable series of Junior Subordinated Debentures
(as hereinafter defined), shares of American General Common Stock issuable on
conversion of such Junior Subordinated Debentures or upon exchange of the
American General Preferred Stock (as hereinafter defined) shall include only
shares of the class designated as Common Stock of American General on the date
hereof or shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference as to the payment of
dividends or the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding-up of American General and which are not
subject to redemption by American General; provided, that if at any time there
shall be more than one such resulting class, the shares of each such class
then so issuable shall be substantially in the proportion which the total
number of shares of such class resulting from all such reclassification bears
to the total number of shares of all such classes resulting from all such
reclassification.

1.4 "Conversion Agent" shall mean Chemical Mellon Shareholder
Services, LLC and its successors (or such substitute entity as may be
designated from time to time by the Manager (as hereinafter defined), acting
as agent of the Holders in effecting, as applicable, (a) the exchange of the
Preferred Securities of any series into the related series of Junior
Subordinated Debentures and the conversion of such Junior Subordinated
Debentures into shares of American General Common Stock or (b) the exchange
of Preferred Securities of any series for the related series of Junior
Subordinated Debentures and the conversion of such Junior Subordinated
Debentures for the related series of American General Preferred Stock,
in each case as and in such manner as may be set forth in the LLC
Agreement and the Declaration with respect to such series of Preferred
Securities.

1.6 "Dividends" shall mean, with respect to any series of
Preferred Securities, the cumulative cash distributions from American General
Capital with respect to such series of Preferred Securities, accruing and
payable in the manner set forth in the Declaration with respect to such
series of Preferred Securities.

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1.7 "Guarantee Payments" shall mean, with respect to any series of
Preferred Securities, the following payments, without duplication, to the extent
not paid by American General Capital: (a) any accumulated and unpaid Dividends
(whether or not earned), including any Additional Dividends, which are required
to be paid on such Preferred Securities, but only if and to the extent that such
Dividends have been declared on such Preferred Securities from funds of American
General Capital legally available therefor; (b) the Redemption Price (including
all accumulated and unpaid Dividends (whether or not earned or declared),
including any Additional Dividends) payable with respect to any such Preferred
Securities called for redemption by American General Capital, but only to the
extent payable out of funds of American General Capital legally available
therefor; and (c) upon the voluntary or involuntary liquidation, dissolution or
winding-up of American General Capital other than in connection with or after
the exchange, if applicable, of such Preferred Securities for the related series
of Junior Subordinated Debentures, the lesser of (i) the Liquidation
Distribution and (ii) the amount of assets of American General Capital available
for distribution to Holders of such Preferred Securities in liquidation,
dissolution or winding-up of American General Capital.

1.8 "Holder" shall mean the registered holder from time to time
of any Preferred Securities of American General Capital; provided, however,
that in determining whether the Holders of the requisite percentage of
Preferred Securities have given any request, notice, consent or waiver
hereunder, "Holder" shall not include American General or any majority-owned
entity thereof, either directly or indirectly.

1.9 "Junior Subordinated Debentures" shall mean the series of
Junior Subordinated Debentures issued by American General pursuant to the
Junior Subordinated Indenture and delivered to American General Capital in
connection with the issuance and sale by American General Capital of the
related series of Preferred Securities. The Junior Subordinated Debentures will
evidence the loan made by American General Capital to American General of
substantially all of the proceeds received by American General Capital from the
issuance and sale of the related series of Preferred Securities and the Common
Securities.

1.10 "Junior Subordinated Indenture" shall mean the Indenture,
dated as of May 15, 1995, between American General and Chemical Bank, as
Trustee.

1.11 "Manager" means American General Delaware Management
Corporation, in its capacity as the manager of American General Capital,
or any permitted successor manager of American General Capital admitted
as such pursuant to the applicable provisions of the LLC Agreement.

1.12 "Redemption Price" shall mean, with respect to any series
of Preferred Securities subject to redemption by American General Capital,
the liquidation preference

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of such Preferred Securities plus accumulated and unpaid dividends (whether or
not earned or declared), including any Additional Dividends, to the date fixed
for redemption thereof.

1.13 "Special Trustee" shall mean, with respect to any series
of Preferred Securities, a special trustee appointed by the Holders of the
Preferred Securities of such series pursuant to Section 8.1 of the LLC Agreement
and authorized, among other things, to enforce American General Capital's rights
under the related series of Junior Subordinated Debentures against American
General and to enforce the obligations undertaken with respect to such series of
Preferred Securities by American General under this Guarantee.

ARTICLE II

GUARANTEE

2.1 GENERAL. American General irrevocably and unconditionally
agrees to pay in full to the Holders of each series of Preferred Securities
the Guarantee Payments with respect to such series of Preferred Securities,
as and when due (except to the extent previously paid by American General
Capital), regardless of any defense, right of set-off or counterclaim which
American General Capital may have or assert. American General's obligation
to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by American General to the Holders of such series of
Preferred Securities or by causing American General Capital to pay such
amounts to such Holders.

2.2 WAIVER OF CERTAIN RIGHTS. American General hereby waives,
to the fullest extent permitted by applicable law, notice of acceptance
of this Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

(a) the release or waiver, by operation of law or
otherwise, of the performance or observance by American General
Capital of any express or implied agreement, covenant, term or
condition relating to the Preferred Securities of any series to
be performed or observed by American General Capital;

(b) the extension of time for the payment by American
General Capital of all or any portion of the Dividends, Additional
Dividends, Redemption Price, Liquidation Distribution or any other
sums payable under the terms of the Preferred Securities of any
series or the extension of time for the performance of any other
obligation under, arising out of, or in connection with, the
Preferred Securities of such series;

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(c) any failure, omission, delay or lack of diligence
on the part of the Holders of Preferred Securities of any series or the
Special Trustee to enforce, assert or exercise any right, privilege,
power or remedy conferred on such Holders or such Special Trustee
pursuant to the terms of the Preferred Securities of such series, or
any action on the part of American General Capital granting indulgence
or extension of any kind;

(d) the voluntary or involuntary liquidation, dissolution,
winding-up, sale of any collateral, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of debt of, or other similar
proceedings affecting, American General Capital or any of the assets of
American General Capital;

(e) any invalidity of, or defect or deficiency in, any of
the Preferred Securities of any series;

(f) the settlement or compromise of any obligation
guaranteed hereby or hereby incurred; or

(g) to the fullest extent permitted by applicable law, any
other circumstance whatsoever that might otherwise constitute a legal
or equitable discharge or defense of a guarantor, it being the intent
of this Section 2.3 that the obligations of American General hereunder
shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of any Holders of Preferred Securities to give
notice to, or obtain any consent of, American General with respect to the
happening of any of the foregoing.

2.4 PROCEEDING DIRECTLY AGAINST AMERICAN GENERAL. This
Guarantee is a guarantee of payment and not of collection. A Holder of
Preferred Securities of any series or the Special Trustee may enforce this
Guarantee with respect to such series of Preferred Securities directly
against American General, and American General waives any right or remedy
to require that any action be brought against American General Capital or
any other person or entity before proceeding against American General.
Subject to Section 2.5 hereof, all waivers herein contained shall be without
prejudice to the right of a Holder or the Special Trustee, at its option,
to proceed against American General Capital, whether by separate action
or by joinder. American General agrees that this Guarantee shall not be
discharged except by payment of the Guarantee Payments in full (to the
extent not previously paid by American General Capital) and by complete
performance of all obligations under this Guarantee.

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2.5 SUBROGATION. American General shall be subrogated to all
(if any) rights of the Holders of Preferred Securities against American
General Capital in respect of any amounts paid to such Holders by American
General under this Guarantee and shall have the right to waive payment by
American General Capital of any amount of Dividends in respect of which
payment has been made to the Holders by it pursuant to Section 2.1 hereof;
provided, however, that American General shall not (except to the extent
required by mandatory provisions of law) exercise any rights which it may
acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of a payment under this Guarantee, if,
at the time of any such payment, any amounts are due and unpaid under this
Guarantee. If any amount shall be paid to American General in violation of
the preceding sentence, American General agrees to hold such amount in trust
for the Holders and to pay over such amount promptly to the Holders.

2.6 INDEPENDENT OBLIGATIONS. American General acknowledges that
its obligations hereunder are independent of the obligations of American General
Capital with respect to the Preferred Securities and that American General shall
be liable as principal and sole debtor under this Guarantee to make Guarantee
Payments in full pursuant to the terms of this Guarantee notwithstanding the
occurrence of any event referred to in subsections (a) through (g), inclusive,
of Section 2.3 hereof.

2.7 TERMINATION. This Guarantee shall terminate and be of no
further force and effect as to the Preferred Securities of any series upon
(a) full payment of the Redemption Price of all outstanding Preferred
Securities of such series, (b) if applicable, the exchange (in the manner
provided in the LLC Agreement and the applicable Declaration) of all of the
Preferred Securities of such series for the Junior Subordinated Debentures
of the related series and the conversion (in the manner provided in the
Junior Subordinated Indenture) of such Junior Subordinated Debentures for
American General Common Stock or the series of American General Preferred
Stock related to such series of Preferred Securities, as the case may be,
or (c) if applicable, the exchange (in the manner provided in the LLC
Agreement or such Declaration) of all of the Preferred Securities of such
series for the Junior Subordinated Debentures of the related series. In
addition, this Guarantee will terminate completely upon full payment of the
aggregate Liquidation Distributions applicable to all outstanding series of
Preferred Securities. Notwithstanding the foregoing, this Guarantee shall
continue to be effective or, to the fullest extent permitted by applicable
law, shall be reinstated, as the case may be, with respect to the Preferred
Securities of any series if at any time any Holder of such Preferred
Securities must restore payment of any sums recovered on account of, or must
redeliver any securities received on account of, such Preferred Securities or
under this Guarantee for any reason whatsoever.

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ARTICLE III

CERTAIN COVENANTS OF AMERICAN GENERAL

3.2 CERTAIN OTHER COVENANTS. So long as the Preferred Securities
of series remain outstanding, American General shall: (a) not cause or permit
any Common Securities to be transferred (other than, in the case of American
General, in connection with a merger or consolidation permitted under
the Junior Subordinated Indenture or, in the case of the Manager, in connection
with any merger or consolidation involving the Manager), (b) maintain direct
or indirect ownership of all outstanding Common Securities and any other
limited liability company interests in American General Capital other than
any series of Preferred Securities (except as may be permitted in the LLC
Agreement); (c) cause at least 21% of all interests in the capital, income,
gain, loss, deduction and credit of American General Capital to be represented
by Common Securities; (d) not voluntarily liquidate, dissolve or wind-up
itself (other than in connection with a merger or consolidation permitted
under the Junior Subordinated Indenture), or permit the Manager (other than
in connection with any

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merger or consolidation involving the Manager) or American General Capital
(other than in connection with or after an exchange of all outstanding series
of Preferred Securities for the related series of Junior Subordinated
Debentures, if so provided in the Declaration relating to each such series of
Preferred Securities) to liquidate, dissolve or wind-up; (e) cause American
General Delaware Management Corporation or any successor thereto by merger or
consolidation to remain the Manager and to timely perform all of its duties as
Manager (including the duty to cause American General Capital to declare and
pay dividends on all outstanding series of Preferred Securities to the extent
set forth in the LLC Agreement and the applicable Declaration); and (f) subject
to the terms of the Preferred Securities of any series, use reasonable efforts
to cause American General Capital to remain a Delaware limited liability
company and otherwise continue to be treated as a partnership for United States
federal income tax purposes.

ARTICLE IV

STATUS

4.1 STATUS. American General covenants and agrees that this
Guarantee constitutes an unsecured obligation of American General ranking
(i) subordinate and junior in right of payment to all other liabilities of
American General other than the guarantees referred to in clauses (ii) and
(iii) of this Section 4.1, (ii) pari passu with the most senior preferred stock
issued by American General, with that Guarantee dated May 24, 1995 in respect
of certain securities issued by American General Delaware, L.L.C. and with
any other guarantee executed by American General in respect of any preferred
stock or interest of any affiliate of American General that provides that
such guarantee is pari passu in right of payment with this Guarantee and
(iii) senior to American General Common Stock, any other class or series of
capital stock issued by American General which by its express terms ranks
junior to the most senior preferred stock issued by American General as to
the payment of dividends and the distribution of assets upon the liquidation,
dissolution or winding-up of American General and any guarantee executed by
American General that provides that such guarantee is junior in right of
payment to this Guarantee.

ARTICLE V

CONVERSION AND EXCHANGE OF PREFERRED SECURITIES

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Securities into American General Common Stock pursuant to the request of such
Holders to effect such conversion in accordance with the terms of the LLC
Agreement and such Declaration, American General shall deliver to the Conversion
Agent certificates representing the number of full shares of American General
Common Stock issuable upon conversion of such Junior Subordinated Debentures in
accordance with the terms of the Junior Subordinated Indenture and such Junior
Subordinated Debentures. American General shall reserve and keep available out
of its authorized and unissued American General Common Stock (solely for
issuance upon the conversion of such Junior Subordinated Debentures), free of
any preemptive or other similar rights, the number of full shares of American
General Common Stock deliverable by the Conversion Agent to the Holders upon the
conversion of all outstanding convertible Preferred Securities not theretofore
converted by the Holders.

5.2 VALIDITY OF AMERICAN GENERAL COMMON STOCK. All shares
of American General Common Stock delivered by American General upon such
conversion will be duly authorized, validly issued and fully paid and
nonassessable.

5.3 ISSUANCE OF AMERICAN GENERAL PREFERRED STOCK. American General
hereby agrees, upon the making of an Exchange Election (as such term may be
defined in the applicable Declaration) by the Holders of a majority of the
aggregate liquidation preference of the outstanding Preferred Securities of the
related series in accordance with the terms of the LLC Agreement and such
Declaration, to issue one share of American General Preferred Stock of the
related series in respect of the applicable principal amount (as set forth in
such Declaration) of Junior Subordinated Debentures of the related series.
American General further agrees, upon receipt of a Notice of Exchange Election
(as defined in such Declaration), to deliver to the Conversion Agent the number
of shares of American General Preferred Stock of the related series issuable
upon conversion of such Junior Subordinated Debentures. American General shall
reserve and keep available out of its authorized and unissued American General
Preferred Stock (solely for issuance upon conversion of such Junior Subordinated
Debentures), free of any preemptive or other similar rights, the number of
shares of American General Preferred Stock of the related series deliverable by
the Conversion Agent to the Holders upon exchange of all outstanding
exchangeable Preferred Securities.

5.4 VALIDITY OF AMERICAN GENERAL PREFERRED STOCK. All such
shares of American General Preferred Stock issued by American General upon such
conversion will be duly authorized, validly issued and fully paid and
nonassessable.

5.5 TERMINATION OF OBLIGATION TO ISSUE AMERICAN GENERAL COMMON
STOCK. American General's obligations under this Article V to issue American
General Common Stock shall terminate upon the termination of the right of
Holders of Preferred Securities to request the Conversion Agent to effect
such conversion as may be set forth in the LLC Agreement and any applicable
Declaration.

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ARTICLE VI

MISCELLANEOUS

6.1 THIRD PARTY BENEFICIARIES. All of American General's
obligations under this Guarantee shall be directly enforceable by the Holders
from time to time of the applicable series of Preferred Securities. Each Holder
of Preferred Securities of the applicable series is an intended third-party
beneficiary of this Guarantee.

6.5 NOTICES. Any notice, request or other communication required
or permitted to be given hereunder to American General shall be given in
writing by delivering the same against receipt therefor by registered mail,
hand delivery, facsimile transmission (confirmed by registered mail) or telex,
addressed to American General, as follows (and if so given, shall be deemed
given when mailed; upon receipt of facsimile confirmation, if sent by facsimile
transmission; or upon receipt of an answer-back, if sent by telex):

American General Corporation
2929 Allen Parkway
Houston, Texas 77019
Attention: Treasury
Telecopy: (713) 522-3487

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6.6 GENDERS. The masculine and neuter genders used herein shall
include the masculine, feminine and neuter genders.

6.7 GUARANTEE NOT SEPARATELY TRANSFERABLE. This Guarantee is
solely for the benefit of the Holders and is not separately transferable from
the Preferred Securities.

6.8 GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.9 SEVERABILITY. In case any provision of this Guarantee shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

6.10 HEADINGS. The Article and section headings herein are for
convenience only and shall not affect the construction hereof.

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IN WITNESS WHEREOF, American General has caused this Guarantee to be
duly executed as of the day and year first above written.

AMERICAN GENERAL CORPORATION

By:
------------------------
Name:
Title:

ATTEST:

------------------------------
Secretary

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Exhibit 4(R)

AMERICAN GENERAL CORPORATION

RESOLUTIONS RELATING TO ____% SERIES A CONVERTIBLE
JUNIOR SUBORDINATED DEBENTURES DUE _________________, 2025
ADOPTED BY THE TERMS COMMITTEE

WHEREAS, American General Delaware, L.L.C., a Delaware limited
liability company ("American General Delaware"), proposes to issue its
___________ Preferred Securities, Series A (collectively, the "Series A
Preferred Securities") and use the proceeds from the sale of such Preferred
Securities to purchase junior subordinated debentures of the Company; and

WHEREAS, this Committee desires to establish the terms of such junior
subordinated debentures pursuant to Section 301 of the Indenture, dated as of
May 15, 1995 (the "Indenture"), between the Company and Chemical Bank, as
Trustee;

Now, therefore, be it:

RESOLVED, that, upon receipt of the purchase price therefor, the
Company shall issue, sell and deliver a series of its junior subordinated
debentures pursuant to the Indenture.

RESOLVED, that the title, principal amount, interest rate, redemption
provisions, conversion and exchange features, and other terms of such
debentures to be fixed pursuant to Section 301 of the Indenture shall be as
follows (capitalized terms appearing below that are defined in the Indenture,
but not defined herein, having the meanings ascribed to them in the Indenture):

1. TITLE. Each of such debentures shall be designated as
"______% Series A Convertible Junior Subordinated Debenture due
_______________, 2025" (collectively, the "Series A Junior Subordinated
Debentures") and each such Series A Junior Subordinated Debenture shall be
included in the series of Securities so designated.

2. PRINCIPAL AMOUNT. The aggregate principal amount of the
Series A Junior Subordinated Debentures which may be authenticated and
delivered pursuant to these resolutions shall be limited to
$______________________ or, if and to the extent that the underwriters
underwriting the sale of the Series A Preferred Securities exercise their
overallotment option with respect thereto, then such aggregate principal amount
of Series A Junior Subordinated Debentures shall be up to $___________ (except,
in each case, for

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Series A Junior Subordinated Debentures authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Series A
Junior Subordinated Debentures pursuant to Section 304, 305, 306, 907 or 1107
of the Indenture).

3. MATURITY DATE. The principal of the Series A Junior
Subordinated Debentures shall be payable (together with any accrued and unpaid
interest thereon, including Additional Interest, as defined in Section 6, if
any) on the earlier of (a) _________, 2025, or (b) the date upon which American
General Delaware is liquidated, dissolved or wound-up; provided, however, that,
if all the Series A Preferred Securities are exchanged for Series A Junior
Subordinated Debentures (a "Series A Special Event Exchange") in the manner set
forth in Section 5(d) of the Written Action, dated ______________, 1995 (the
"Written Action"), of the Managing Member of American General Delaware
establishing the Series A Preferred Securities, the Series A Junior
Subordinated Debentures will mature on the date set forth in clause (a),
notwithstanding that American General Delaware may have liquidated, dissolved
or wound-up in connection with or after such Series A Special Event Exchange.

4. INTEREST RATE; INTEREST PAYMENT DATES. The Series A Junior
Subordinated Debentures shall bear interest at the rate of _______ % per annum;
interest shall accrue from ______________, 1995 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for; the
Interest Payment Dates on which such interest shall be payable shall be the
last day of each calendar month of each year, commencing June 30, 1995, until
the principal is paid in full or such payment is duly provided for; and the
Regular Record Date for the interest payable upon any such Interest Payment
Date shall be the Business Day next preceding such Interest Payment Date;
provided, however, that if the Series A Junior Subordinated Debentures are not
in book- entry-only form during any period following a Series A Special Event
Exchange, the Regular Record Date for any Interest Payment Date within such
period shall be the fifteenth day of the month in which such Interest Payment
Date occurs. If any date on which interest is payable on the Series A Junior
Subordinated Debentures is not a Business Day, then the payment of the interest
payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date.

5. EXTENSION OF AN INTEREST PAYMENT PERIOD. The Company shall
have the right, at any time and from time to time during the term of the Series
A Junior Subordinated Debentures, to extend the interest payment period to a
period ending on the last day of a calendar month (an "Extension Period") not
exceeding 60 consecutive months, but in no event beyond the date of Stated
Maturity or the Redemption Date of the Series A Junior

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Subordinated Debentures. During an Extension Period, interest will continue to
accrue and compound monthly in the manner set forth in Section 6 below. Prior
to the termination of any Extension Period of less than 60 consecutive months,
the Company may further extend the interest payment period, provided that such
Extension Period may not exceed 60 consecutive months and may not extend beyond
the date of Stated Maturity or the Redemption Date of the Series A Junior
Subordinated Debentures. Upon the termination of any Extension Period and the
payment of all accrued and unpaid interest (including Additional Interest) then
due, the Company may select a new Extension Period, subject to the above
requirements. No interest shall be due during an Extension Period until the
end of such period. Such interest shall be due and payable on the Interest
Payment Date which is the last day of the Extension Period. The Regular Record
Date for the interest payable on such Interest Payment Date shall be the
Business Day next preceding such Interest Payment Date, provided that if the
Series A Junior Subordinated Debentures are not in book-entry-only form during
any period following a Series A Special Event Exchange, the Regular Record Date
for such payment shall be the 15th day of the month in which such Interest
Payment Date occurs.

At any time prior to a Series A Special Event Exchange and if any
Series A Preferred Securities are then outstanding, the Company shall give
American General Delaware notice of its selection of an Extension Period at
least one Business Day prior to the earlier of (i) the date that dividends on
the Series A Preferred Securities are payable or (ii) the date on which
American General Delaware is required to give notice of the record or payment
date of any dividend payable on the Series A Preferred Securities to the New
York Stock Exchange ("NYSE") or other applicable self-regulatory organization
or to holders of the Series A Preferred Securities, but in any event not less
than one Business Day prior to such record date. After any Series A Special
Event Exchange, the Company shall give the holders of the Series A Junior
Subordinated Debentures notice of its selection of an Extension Period not less
than two Business Days prior to the Regular Record Date for the first Interest
Payment Date for which such Extension Period will be effective. In each case,
the Company shall give the Trustee notice of its selection of an Extension
Period not later than the Business Day such notice is required to be given to
American General Delaware or the Holders of the Series A Junior Subordinated
Debentures, as the case may be, pursuant to the preceding provisions of this
paragraph.

Notice of the Company's extension of an Extension Period shall be
given prior to the then scheduled end of the Extension Period in a manner
similar to the notice given in connection with the selection of an Extension
Period.

6. ADDITIONAL INTEREST. Interest shall accrue at the rate of
____% per annum on any interest on the Series A Junior Subordinated Debentures
that is not paid during an Extension Period. Such interest shall compound
monthly. The Company shall pay such

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interest, to the fullest extent permitted by applicable law, on the Interest
Payment Date which is the last day of the Extension Period. Additionally, if
at any time prior to a Series A Special Event Exchange, American General
Delaware shall be required to pay, with respect to the income it derives from
the interest payments on the Series A Junior Subordinated Debentures, any
amounts for or on account of any taxes, duties, assessments or governmental
charges of whatever nature imposed by the United States (other than withholding
taxes), or any other taxing authority, then, in any such case, the Company
shall pay, to the fullest extent permitted by applicable law, as additional
interest such additional amounts (the "Additional Amounts") as may be necessary
in order that the net amounts received and retained by American General
Delaware with respect to interest payments on the Series A Junior Subordinated
Debentures, after the payment of such taxes, duties, assessments or
governmental charges (including such taxes, duties, assessments or governmental
charges payable with respect to Additional Amounts), shall result in American
General Delaware's having such funds as it would have had in the absence of the
payment of such taxes, duties, assessments or governmental charges. Such
Additional Amounts shall be payable when the related interest payment on the
Series A Junior Subordinated Debentures is due, except that, if the existence
or applicability of such taxes, duties, assessments or governmental charges is
not known by the Company at the time of such interest payment, then on the
Interest Payment Date immediately preceding the date on which American General
Delaware proposes to pay such taxes, duties, assessments or charges. The
amounts of interest payable to effect monthly compounding on the Series A
Junior Subordinated Debentures pursuant to the first three sentences of this
Section 6, together with any such Additional Amounts, are referred to herein as
"Additional Interest."

In addition to the Additional Interest, the Company shall be required
to pay interest, at the rate borne by the Series A Junior Subordinated
Debentures, on any principal or premium that is not paid when due and, to the
extent that payment of such interest is lawful, interest on overdue
installments of interest (which shall not include interest not paid because of
an extension of an interest payment period).

7. PLACE OF PAYMENT. The Trustee is hereby appointed as the
initial sole Paying Agent for the Series A Junior Subordinated Debentures. The
principal of and interest (including any Additional Interest) on the Series A
Junior Subordinated Debentures shall be payable at the Corporate Trust Office
of the Trustee in the Borough of Manhattan, The City of New York, provided,
however, that, at the option of the Company, payment of interest may be made
(a) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (b) subject to the procedures
of the Paying Agent, by wire transfer in immediately available funds at such
place and to such account maintained at a bank located in the United States as
may be designated by the Person entitled thereto as specified in the Security
Register.

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8. CONDITIONAL RIGHT OF REDEMPTION. If at any time following the
Conversion Expiration Date or the Conversion Expiration Date of the Series A
Junior Subordinated Debentures (as such terms are defined in Section 12(d)),
less than 10% of the aggregate principal amount of the Series A Junior
Subordinated Debentures originally purchased by American General Delaware with
the proceeds from the sale of the Series A Preferred Securities remains
Outstanding, then the Series A Junior Subordinated Debentures shall be subject
to redemption, in whole but not in part, at the option of the Company, at a
Redemption Price equal to the unpaid principal amount thereof, without premium
or penalty, plus any accrued and unpaid interest (including any Additional
Interest) thereon to the Redemption Date.

9. MANDATORY REDEMPTION.

(a) If, prior to a Series A Special Event Exchange, American
General Delaware redeems any Series A Preferred Securities in accordance with
the terms thereof, then the Series A Junior Subordinated Debentures shall be
due and payable and shall be redeemed by the Company in an aggregate principal
amount equal to the aggregate stated liquidation preference of the Series A
Preferred Securities so redeemed at a cash Redemption Price equal to the unpaid
principal amount of the Series A Junior Subordinated Debentures so redeemed,
without premium or penalty, plus any accrued and unpaid interest (including any
Additional Interest) thereon to the Redemption Date. Any redemption pursuant
to this Section shall be made prior to 12:00 noon, New York time, on the date
of such redemption of the Series A Preferred Securities (or at such other time
on such earlier date as the Company and American General Delaware shall agree).

(b) In the case of a redemption pursuant to this Section 9, the
Company shall, at least one Business Day prior to the Redemption Date, notify
the Trustee of such Redemption Date and of the principal amount of the Series A
Junior Subordinated Debentures to be redeemed. If the related redemption of
Series A Preferred Securities does not occur, then such redemption of the
Series A Junior Subordinated Debentures shall be of no force and effect,
notwithstanding the giving of such notice of redemption.

10. OPTIONAL REDEMPTION. The Series A Junior Subordinated
Debentures shall be subject to redemption, at the option of the Company, in
whole or in part, at any time or from time to time on or after _______________,
2003 at a cash Redemption Price equal to the unpaid principal amount thereof,
without premium or penalty, plus any accrued and unpaid interest (including any
Additional Interest) thereon to the Redemption Date.

Additionally, if, prior to a Series A Special Event Exchange, the
Company or any of its Subsidiaries acquires any Series A Preferred Securities
by tender, in the open market, or otherwise, the Company shall have the right
to redeem the Series A Junior Subordinated

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<PAGE> 6

Debentures in a principal amount not to exceed the aggregate stated liquidation
preference of the Series A Preferred Securities so purchased, at a cash
Redemption Price equal to the unpaid principal amount thereof, without premium
or penalty, plus any accrued and unpaid interest (including any Additional
Interest) thereon to the Redemption Date.

11. CONVERSION INTO AMERICAN GENERAL COMMON STOCK.

(a) Conversion Price. The Series A Junior Subordinated Debentures
shall be convertible, at the option of the Holders, at any time on or before
the earlier of the Conversion Expiration Date or the Conversion Expiration Date
of the Series A Junior Subordinated Debentures, into fully paid and
nonassessable shares of American General Common Stock at an initial conversion
price of $________________ principal amount of Series A Junior Subordinated
Debentures per share of American General Common Stock, subject to adjustment as
described in Section 13 (such conversion price, as so adjusted, being herein
called the "Conversion Price"). Subject to the provisions of this Section 11
and Section 12, a Holder of Series A Junior Subordinated Debentures may convert
any portion of the principal amount of the Series A Junior Subordinated
Debentures held by it into that number of fully paid and nonassessable full
shares of American General Common Stock obtained by dividing the aggregate
principal amount of the Series A Junior Subordinated Debentures to be converted
by such Holder by such Conversion Price.

(b) Conversion Procedure Prior to Series A Special Event Exchange.
The Written Action provides that a holder of Series A Preferred Securities
wishing to exercise its right under such Written Action to convert Series A
Preferred Securities into American General Common Stock shall surrender to the
Conversion Agent, as defined in Section 16, such Series A Preferred Securities
(or, if such Series A Preferred Securities are in book-entry form, cause such
Series A Preferred Securities to be transferred to the account of the
Conversion Agent on the records of the Depository), together with an
irrevocable notice of conversion setting forth the number of Series A Preferred
Securities to be converted, together with the name or names, if other than the
holder, in which the shares of American General Common Stock to be issued upon
conversion are to be registered and directing it (i) to exchange such Series A
Preferred Securities for the appropriate portion of the Series A Junior
Subordinated Debentures held by American General Delaware at the exchange rate
specified in the Written Action and (ii) to immediately convert such Series A
Junior Subordinated Debentures, on behalf of such holder, into shares of
American General Common Stock. The Written Action also provides that, if such
Series A Preferred Securities and notice of conversion are so delivered (or
transferred, in the case of book-entry Series A Preferred Securities) to the
Conversion Agent before the close of business on the Conversion Expiration
Date, American General Delaware shall deliver the appropriate portion of the
Series A Junior Subordinated Debentures held by it to the Conversion Agent for
conversion in accordance with this Section. As promptly as

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<PAGE> 7
practicable after its receipt of a copy of such notice of conversion and the
certificates representing the Series A Junior Subordinated Debentures
surrendered for conversion (or, in the case of book-entry Series A Junior
Subordinated Debentures, the transfer of such Series A Junior Subordinated
Debentures to its account at the Depository), the Company shall issue and
deliver at the office of the Conversion Agent a certificate or certificates for
the number of full shares of American General Common Stock issuable upon such
conversion, together with the cash payment, if any, in lieu of any fraction of
a share to the Person or Persons entitled to receive the same and, if required
pursuant to Section 11(e) below, the Series A Junior Subordinated Debentures
referenced in such section.

(c) Conversion Procedure After Series A Special Event Exchange.
In order to convert Series A Junior Subordinated Debentures into shares of
American General Common Stock after a Series A Special Event Exchange and prior
to the Conversion Expiration Date of the Series A Junior Subordinated
Debentures, the Holder of any Series A Junior Subordinated Debentures to be
converted shall surrender to the Conversion Agent such Series A Junior
Subordinated Debentures, duly endorsed or assigned to the Company or in blank
(or, if such Series A Junior Subordinated Debentures are in book-entry form,
cause such Series A Junior Subordinated Debentures to be transferred to the
account of the Conversion Agent on the records of the Depository), together
with an irrevocable notice of conversion (copies of which shall be available at
the office of the Conversion Agent) stating that the Holder elects to convert
such Series A Junior Subordinated Debentures or, if less than the entire
principal amount thereof is to be converted, the portion thereof to be
converted. Such notice of conversion shall list the name or names, if other
than the Holder, in which the shares of American General Common Stock to be
issued upon conversion are to be registered upon conversion (and in which the
unconverted portion, if any, of the Series A Junior Subordinated Debentures
surrendered are to be registered). As promptly as practicable after its
receipt of a copy of such notice of conversion and the certificates
representing the Series A Junior Subordinated Debentures surrendered for
conversion (or, in the case of book-entry Series A Junior Subordinated
Debentures, the transfer of such Series A Junior Subordinated Debentures to its
account at the Depository), the Company shall issue and shall deliver at the
office of the Conversion Agent a certificate or certificates for the number of
full shares of American General Common Stock issuable upon such conversion,
together with the cash payment, if any, in lieu of any fraction of a share,
and, if applicable, a new Series A Junior Subordinated Debenture representing
the unconverted portion of the Series A Junior Subordinated Debentures
surrendered for conversion.

(d) Fractional Shares. No fractional shares of American General
Common Stock will be issued as a result of conversion, but in lieu thereof,
such fractional interest will be paid in cash (computed to the nearest cent,
with one-half cent being rounded upward) by the Company based on the Current
Market Price (as defined in Section 12(d)) of American

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<PAGE> 8
General Common Stock on the date the notice of conversion was received by the
Conversion Agent.

(e) Partial Conversions. If the conversion of any Series A Junior
Subordinated Debenture is in part only, then a new Series A Junior Subordinated
Debenture for the unconverted portion thereof will be issued in the name of the
Holder thereof (or, subject to compliance with applicable legal requirements,
the name specified by the Holder) upon the cancellation thereof in accordance
with Section 305 of the Indenture.

(f) No Payments. Subject to the next succeeding sentence, upon
the conversion of any Series A Junior Subordinated Debentures into American
General Common Stock, the Company will not make, or be required to make, any
payment, allowance or adjustment for accrued interest (including any Additional
Interest) thereon, whether or not in arrears. If, however, a notice of
conversion is received by the Conversion Agent with respect to Series A Junior
Subordinated Debentures on or after a Regular Record Date and prior to the next
succeeding Interest Payment Date, the Holder thereof will be entitled to
receive the interest payable on such Interest Payment Date on the portion of
such Series A Junior Subordinated Debentures to be converted, notwithstanding
the conversion thereof prior to such Interest Payment Date. No payment or
adjustment shall be made upon conversion of any Series A Junior Subordinated
Debentures into American General Common Stock with respect to dividends or
other distributions on such American General Common Stock having record dates
prior to the date of conversion.

(g) Effective Time of Conversion. Each conversion shall be deemed
to have been effected immediately prior to the close of business on the day on
which the related notice of conversion was received by the Conversion Agent and
the Conversion Price of Series A Subordinated Debentures surrendered for
conversion shall be the Conversion Price in effect at that time. The Person or
Persons entitled to receive the American General Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of the American General Common Stock issued upon such conversion as of
such effective time and, at such time, the rights of the Holders of the
converted Series A Junior Subordinated Debentures, as such Holders, but subject
to the second sentence of Section 11(f) and the last sentence of Section 11(h),
shall cease.

(h) Effect of Conversion. Subject to the second sentence of
Section 11(f), the Company's delivery (through the Conversion Agent or
otherwise) of the number of full shares of American General Common Stock into
which the Series A Junior Subordinated Debentures surrendered for conversion
are convertible (together with the cash payment, if any, in lieu of fractional
shares) to the Person or Persons entitled to receive such shares shall be
deemed to satisfy the Company's obligation to pay the principal amount at
Maturity of the portion of Series A Junior Subordinated Debentures so converted
and any unpaid

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<PAGE> 9
interest, including Additional Interest (but excluding Additional Amounts),
accrued on, or payable with respect to, such Series A Junior Subordinated
Debentures at the time of such conversion. A Holder's right to receive
Additional Amounts accrued as of the effective time of conversion shall
continue until such Additional Amounts are paid.

(i) Issuance of Rights. Whenever the Company shall issue shares
of American General Common Stock upon conversion of Series A Junior
Subordinated Debentures as contemplated by this Section 11, the Company shall
issue, together with each such share of American General Common Stock, one
right to purchase Series A Junior Participating Preferred Stock of the Company
(or other securities in lieu thereof) pursuant to the Rights Agreement, dated
as of July 27, 1989, between the Company and First Chicago Trust Company of New
York, as amended, or any similar rights issued to holders of American General
Common Stock in addition thereto or in replacement therefor (such rights,
together with any additional or replacement rights, being collectively referred
to as the "Rights"), whether or not such Rights shall be exercisable at such
time, but only if such Rights are issued and outstanding and held by other
holders of American General Common Stock (or are evidenced by outstanding share
certificates representing American General Common Stock) at such time and have
not expired or been redeemed.

12. EXPIRATION OF CONVERSION RIGHTS.

(a) Right of Company to Terminate Conversion Privilege. On or
after __________, ____, the Company may, at its option, cause the conversion
rights of Holders of Series A Junior Subordinated Debentures to expire if (i)
the Company is then current in the payment of interest (without regard to any
Extension Period) on the Series A Junior Subordinated Debentures and (ii) for
20 Trading Days (as defined in Section 13(e)) within any period of 30
consecutive Trading Days, including the last Trading Day of such period, the
Current Market Price of American General Common Stock shall have exceeded 120%
of the Conversion Price then in effect.

(b) Exercise of Option Prior to a Series A Special Event Exchange.
In order to exercise its conversion expiration option prior to a Series A
Special Event Exchange, the Company shall give a written notice to American
General Delaware directing American General Delaware to exercise its right,
pursuant to Section 8(d) of the Written Action, to cause the conversion rights
of the holders of Series A Preferred Securities to expire and to issue the
press release referred to in Section 8(d)(ii) of the Written Action. The
Company shall also furnish a copy of such notice to the Trustee (and the
Conversion Agent if the Trustee is not then serving as the Conversion Agent).
If American General Delaware fails to issue such press release within two
Business Days after its receipt of such notice, the Company may, on behalf of
American General Delaware, issue such press release in accordance with the
provisions of Section 8(d)(ii) of the Written Action.

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<PAGE> 10

(c) Exercise of Option After a Series A Special Event Exchange.
In order to exercise its conversion expiration option after a Series A Special
Event Exchange, the Company shall issue a press release for publication on the
Dow Jones News Service or on a comparable news service announcing the
Conversion Expiration Date of the Series A Junior Subordinated Debentures.
Such press release must be issued prior to the opening of business on the
second Trading Day after a period in which the conditions in Section 12(a) have
been met, but in no event prior to _________, ____. Such press release shall
state that the Company has elected to exercise its right to terminate the
conversion privilege, specify the Conversion Expiration Date of the Series A
Junior Subordinated Debentures (as determined in the manner set forth below)
and provide the Conversion Price and the Current Market Price of American
General Common Stock, in each case as of the close of business on the Trading
Day next preceding the date of the press release. Additionally, the Company
shall cause a notice of the expiration of conversion rights (a "Notice of
Conversion Expiration") to be given by first-class mail to the Holders of
Series A Junior Subordinated Debentures, the Trustee (and the Conversion Agent
if the Trustee is not then serving as the Conversion Agent) not more than four
Business Days after the Company issues the press release. The Notice of
Conversion Expiration shall state, as appropriate: (i) the Conversion
Expiration Date of the Series A Junior Subordinated Debentures; (ii) the
Conversion Price of the Series A Junior Subordinated Debentures and the Current
Market Price of the American General Common Stock, in each case as of the close
of business on the Trading Day next preceding the date of the Notice of
Conversion Expiration; (iii) the place or places at which a conversion notice
with respect to Series A Junior Subordinated Debentures may be given to the
Conversion Agent in accordance with Section 11(c) prior to the Conversion
Expiration Date of the Series A Junior Subordinated Debentures; and (iv) such
other information or instructions as the Company deems necessary or advisable
to enable a Holder to exercise its conversion right hereunder. Notice of
Conversion Expiration shall be deemed to have been given on the day such notice
is first mailed by first-class mail, postage prepaid, to each Holder of Series
A Junior Subordinated Debentures at the address of the Holder appearing in the
Security Register (whether or not the Holder receives the Notice of Conversion
Expiration). No defect in the Notice of Conversion Expiration or in the
mailing thereof with respect to any Series A Junior Subordinated Debenture
shall affect the validity of the Company's exercise of its conversion
expiration option if the press release referred to above shall have been
issued.

(d) Certain Definitions. The term "Conversion Expiration Date"
has the meaning assigned to such term in Section 8(d)(ii) of the Written
Action. The "Conversion Expiration Date of the Series A Junior Subordinated
Debentures" shall be the close of business on the Business Day selected by the
Company which is not less than 30 nor more than 60 calendar days after the
date on which the Company issues the press release required by Section 12(c)
announcing its intention to terminate the conversion rights of the holders of
the Series A Junior Subordinated Debentures. If the Company does not exercise
its conversion

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expiration option, the Conversion Expiration Date of the Series A Junior
Subordinated Debentures (i) with respect to any principal amount of Series A
Junior Subordinated Debentures which is called for redemption shall be the
close of business on the third Business Day prior to the scheduled Redemption
Date for such Series A Junior Subordinated Debentures and (ii) in any other
case shall be the close of business on the third Business Day prior to the
Stated Maturity of the principal of the Series A Junior Subordinated
Debentures. As of the close of business on the earlier of the Conversion
Expiration Date or the Conversion Expiration Date of the Series A Junior
Subordinated Debentures, the Series A Junior Subordinated Debentures shall be
deemed to be non-convertible securities.

The term "Current Market Price" of American General Common Stock for
any day means the reported last sale price, regular way, on such day, or, if no
sale takes place on such day, the average of the reported closing bid and asked
prices on such day, regular way, in either case as reported on the NYSE
Composite Tape, or, if the American General Common Stock is not listed or
admitted to trading on the NYSE, on the principal national securities exchange
on which the American General Common Stock is listed or admitted to trading, or
if the American General Common Stock is not listed or admitted to trading on a
national securities exchange, on the National Market System of the National
Association of Securities Dealers, Inc., or, if the American General Common
Stock is not quoted or admitted to trading on such quotation system, on the
principal quotation system on which the American General Common Stock is listed
or admitted to trading or quoted, or, if not listed or admitted to trading or
quoted on any national securities exchange or quotation system, the average of
the closing bid and asked prices of the American General Common Stock in the
over-the-counter market on the day in question as reported by the National
Quotation Bureau Incorporated, or a similar generally accepted reporting
service, or, if not so available in such manner, as furnished by any NYSE
member firm selected from time to time by the Board of Directors of the Company
for that purpose or, if not so available in such manner, as otherwise
determined in good faith by the Company's Board of Directors.

13. CONVERSION PRICE ADJUSTMENTS.

(a) Stock Dividends, Subdivisions, Etc. The Conversion Price
shall be subject to adjustment from time to time as follows:

(i) If the Company shall pay or make a dividend or other
distribution exclusively in American General Common Stock on any class
or series of capital stock of the Company, then the Conversion Price
in effect at the opening of business on the day following the date
fixed for the determination of shareholders entitled to receive such
dividend or other distribution shall be reduced by multiplying such

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Conversion Price by a fraction, of which the numerator shall be the
number of shares of American General Common Stock outstanding at the
close of business on the date fixed for such determination and the
denominator shall be the sum of such number of shares and the total
number of shares constituting such dividend or other distribution,
such reduction to become effective immediately after the opening of
business on the day following the date fixed for such determination.
For the purposes of this subparagraph (i), the number of shares of
American General Common Stock at any time outstanding shall not
include shares held in the treasury of the Company. The Company shall
not pay any dividend or make any distribution exclusively in American
General Common Stock on shares of any class or series of capital stock
of the Company held in the treasury of the Company.

(ii) Subject to Section 13(g), if the Company shall pay or
make a dividend or other distribution on the outstanding shares of
American General Common Stock consisting exclusively of, or shall
otherwise issue to all holders of the outstanding shares of American
General Common Stock, rights (other than Rights) or warrants entitling
the holders thereof to subscribe for or purchase shares of American
General Common Stock at a price per share (taking into account the
consideration received for the issuance of such right or warrant plus
any consideration to be received upon the exercise thereof) less than
the Current Price per share (determined as provided in subparagraph
(vi) of this Section 13(a)) of the American General Common Stock on
the date fixed for the determination of shareholders entitled to
receive such rights or warrants, then the Conversion Price in effect
at the opening of business on the day following the date fixed for
such determination shall be reduced by multiplying such Conversion
Price by a fraction, of which the numerator shall be the number of
shares of American General Common Stock outstanding at the close of
business on the date fixed for such determination plus the number of
shares of American General Common Stock which the aggregate of the
offering price of the total number of shares of American General
Common Stock so offered for subscription or purchase would purchase at
such Current Price per share and the denominator shall be the number
of shares of American General Common Stock outstanding at the close of
business on the date fixed for such determination plus the number of
shares of American General Common Stock so offered for subscription or
purchase, such reduction to become effective immediately after the
opening of business on the day following the date fixed for such
determination. For the purposes of this subparagraph (ii), the number
of shares of American General Common Stock at any time outstanding
shall not include shares held in the treasury of the Company. The
Company shall not issue any rights or warrants in respect of shares of
American General Common Stock held in the treasury of the Company. In
case any rights or warrants referred to in this subparagraph (ii) in
respect of which an adjustment shall have been made shall expire or
terminate unexercised, the Conversion Price shall be

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readjusted at the time of such expiration to the Conversion Price that
would have been in effect if no adjustment had been made on account of
the distribution or issuance of such expired rights or warrants.

(iii) If outstanding shares of American General Common
Stock shall be subdivided into a greater number of shares of American
General Common Stock, then the Conversion Price in effect at the
opening of business on the day following the day upon which such
subdivision becomes effective shall be proportionately reduced and,
conversely, if outstanding shares of American General Common Stock
shall be combined into a smaller number of shares of American General
Common Stock, then the Conversion Price in effect at the opening of
business on the day following the day upon which such combination
becomes effective shall be proportionately increased, such reduction
or increase, as the case may be, to become effective immediately after
the opening of business on the day following the day upon which such
subdivision or combination becomes effective.

(iv) Subject to the last sentence of this subparagraph
(iv), if the Company shall, by dividend or otherwise, pay or otherwise
distribute to all holders of American General Common Stock evidences
of its indebtedness, shares of any class or series of American General
Capital Stock, cash, securities or other assets other than Excluded
Dividends (as defined below), then the Conversion Price shall be
reduced so that the same shall equal the price determined by
multiplying (A) the Conversion Price in effect immediately prior to
the effectiveness of the Conversion Price reduction contemplated by
this subparagraph (iv) by (B) a fraction of which the numerator shall
be the Current Price per share (determined as provided in subparagraph
(vi) of this Section 13(a)) of the American General Common Stock on
the date fixed for the payment of such distribution (the "Reference
Date") less the fair market value, on the Reference Date, of the
portion of the evidences of indebtedness, shares of American General
Capital Stock, cash, securities or other assets so distributed (other
than Excluded Dividends) applicable to one share of American General
Common Stock and the denominator shall be such Current Price per share
of the American General Common Stock, such reduction to become
effective immediately prior to the opening of business on the day
following the Reference Date. "Excluded Dividends" shall mean (1)
any dividend or distribution referred to in subparagraph (i) of this
Section 13(a), (2) any dividend, distribution or issuance of rights or
warrants referred to in subparagraph (ii) of this Section 13(a) or of
Rights, (3) any regular cash dividend on the American General Common
Stock that does not exceed the per share amount of the immediately
preceding regular cash dividend on the American General Common Stock
(as adjusted to appropriately reflect any of the events referred to in
subparagraphs (i) and (iii) of this Section 13(a)), and (4) in the
case of any other dividend or distribution (cash or otherwise),

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that portion thereof which, when combined with the per share fair
market value of all other dividends and distributions paid by the
Company on American General Common Stock during the 365-day period
ending on the date of declaration of such dividend or distribution (as
adjusted to appropriately reflect any of the events referred to in
subparagraphs (i) and (iii) of this Section 13(a) and excluding
dividends and distributions referred to in clauses (1) and (2) and
dividends and distributions, or portions thereof, that resulted in an
adjustment to the Conversion Price (or would have but for the
application of Section 13(a)(viii), 13(f) or 13(g)), does not exceed
15% of the Current Price per share of the American General Common
Stock on the Trading Day immediately preceding the date of declaration
of such dividend or distribution. The fair market value of any
dividend or distribution not paid in cash shall be determined in good
faith by the Board of Directors, whose determination shall be
conclusive and described in a resolution of the Board of Directors.
For purposes of this subparagraph (iv), any dividend or distribution
that includes shares of American General Common Stock or rights or
warrants to subscribe for or purchase shares of American General
Common Stock shall be deemed instead to be (1) a dividend or
distribution of the evidences of indebtedness, shares of American
General Capital Stock, cash or assets other than such shares of
American General Common Stock or such rights or warrants (making any
Conversion Price reduction required by this subparagraph (iv))
immediately followed by (2) a dividend or distribution of such shares
of American General Common Stock or such rights or warrants (making
any further Conversion Price reduction required by subparagraphs (i)
or (ii) of this Section 13(a) and, in the case of rights or warrants,
subject to the last sentence of such subparagraph (ii)), except (A)
the Reference Date of such dividend or distribution as defined in this
subparagraph (iv) shall be substituted as "the date fixed for the
determination of shareholders entitled to receive such dividend or
other distribution," "the date fixed for the determination of
shareholders entitled to receive such rights or warrants" and "the
date fixed for such determination" within the meaning of subparagraphs
(i) and (ii) of this Section 13(a) and (B) any shares of American
General Common Stock included in such dividend or distribution shall
not be deemed "outstanding at the close of business on the date fixed
for such determination" within the meaning of subparagraph (i) of this
Section 13(a).

(v) If a tender or exchange offer made by the Company or
any Subsidiary of the Company for all or any portion of American
General Common Stock shall expire and such tender or exchange offer
shall involve the payment by the Company or such Subsidiary of
consideration per share of American General Common Stock having a fair
market value (as determined in good faith by the Board of Directors,
whose determination shall be conclusive and described in a Board
Resolution) at the last time (the "Tender Expiration Time") tenders or
exchanges may be made

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pursuant to such tender or exchange offer (as it may have been
amended) that exceeds 110% of the Current Price per share (determined
as provided in subparagraph (vi) of this Section 13(a)) of the
American General Common Stock on the Trading Day (as defined in
Section 13(e)) next succeeding the Tender Expiration Time, then the
Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying the Conversion Price in effect
immediately prior to the effectiveness of the Conversion Price
reduction contemplated by this subparagraph (v) by a fraction, of
which the numerator shall be the number of shares of American General
Common Stock outstanding (including any tendered or exchanged shares)
at the Tender Expiration Time multiplied by the Current Price per
share (determined as provided in subparagraph (vi) of this Section
13(a)) of the American General Common Stock on the Trading Day next
succeeding the Tender Expiration Time and the denominator shall be the
sum of (x) the fair market value (determined as aforesaid) of the
aggregate consideration payable to shareholders based on the
acceptance (up to any maximum specified in the terms of the tender or
exchange offer) of all shares validly tendered or exchanged and not
withdrawn as of the Tender Expiration Time (the shares deemed so
accepted, up to any such maximum, being referred to as the "Purchased
Shares") and (y) the product of the number of shares of American
General Common Stock outstanding (less any Purchased Shares) at the
Tender Expiration Time and the Current Price per share (determined as
provided in subparagraph (vi) of this Section 13(a)) of the American
General Common Stock on the Trading Day next succeeding the Tender
Expiration Time, such reduction to become effective immediately prior
to the opening of business on the day following the Tender Expiration
Time. Notwithstanding anything contained in this Section 13(a)(v) to
the contrary, no adjustment shall be made to the Conversion Price in
the case of a tender or exchange offer of the character described in
Rule 13e-4(h)(5) under the Securities Exchange Act of 1934, as
amended, or any successor rule thereto.

(vi) For the purpose of any computation under
subparagraphs (ii), (iv) and (v) of this Section 13(a), the "Current
Price" per share of American General Common Stock on any date in
question shall be deemed to be the average of the daily Closing Prices
(as defined in Section 13(e)) for the five consecutive Trading Days
selected by the Company commencing not more than 20 Trading Days
before, and ending not later than, the earlier of the day in question
and, if applicable, the day before the "ex" date with respect to the
issuance or distribution requiring such computation; provided,
however, that if another event occurs that would require an adjustment
pursuant to subparagraph (i) through (v), inclusive, the Board of
Directors may make such adjustments to the Closing Prices during such
five Trading Day period as it deems appropriate to effectuate the
intent of the adjustments in this Section 13(a), in which case any
such determination by the Board of Directors shall

15
<PAGE> 16

be set forth in a Board Resolution and shall be conclusive. For
purposes of this paragraph, the term "ex" date, (1) when used with
respect to any issuance or distribution, means the first date on which
the American General Common Stock trades regular way on the relevant
exchange or in the relevant market from which the Closing Prices were
obtained without the right to receive such issuance or distribution,
and (2) when used with respect to any tender or exchange offer means
the first date on which the American General Common Stock trades
regular way on such exchange or in such market after the Tender
Expiration Time of such offer.

(vii) The Company may make such reductions in the
Conversion Price of the Series A Junior Subordinated Debentures, in
addition to those required by subparagraphs (i), (ii), (iii), (iv) and
(v) of this Section 13(a), as it considers to be advisable to avoid or
diminish any income tax to holders of American General Common Stock or
holders of rights to acquire American General Common Stock or
securities convertible into American General Common Stock, resulting
from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes. The
Company from time to time may reduce the Conversion Price by any
amount selected by the Company for any period of time if the period is
at least twenty days, and the Board of Directors of the Company shall
have made a determination that such reduction would be in the best
interest of the Company, which determination shall be conclusive.
Whenever the Conversion Price is reduced pursuant to the preceding
sentence, the Company shall mail to holders of record of the Series A
Junior Subordinated Debentures a notice of the reduction at least
fifteen days prior to the date the reduced Conversion Price takes
effect, and such notice shall state the reduced Conversion Price and
the period it will be in effect.

(viii) No adjustment in the Conversion Price shall be
required unless such adjustment would require an increase or decrease
of at least 1% in the Conversion Price; provided, however, that any
adjustments which by reason of this subparagraph (viii) are not
required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Section 13
shall be made to the nearest cent or to the nearest 1/100th of a
share, as the case may be, with one-half cent and 5/1000th of a share,
respectively, being rounded upward.

(ix) Whenever the Conversion Price is adjusted as herein
provided:

(1) the Company shall compute the adjusted
Conversion Price and shall prepare a certificate signed by the
Chief Financial Officer, the Treasurer or a Vice President of
the Company setting forth the adjusted Conversion Price and
showing in reasonable detail the facts upon which such
adjustment

16
<PAGE> 17
is based, and such certificate shall forthwith be filed
with the Conversion Agent and, if such adjustment is made
prior to a Series A Special Event Exchange, to American
General Delaware; and

(2) if such adjustment is made after a Series A
Special Event Exchange, the Company shall cause a notice
stating that the Conversion Price has been adjusted and
setting forth the adjusted Conversion Price to be mailed to
all record holders of Series A Junior Subordinated Debentures
at their last addresses as they appear upon the Security
Register.

(b) Reclassification, Consolidation, Merger Or Sale of Assets. In
the event that the Company shall be a party to any transaction, including
without limitation any recapitalization or reclassification of the American
General Common Stock (other than a change in par value, or from par value to no
par value, or from no par value to par value, or as a result of a subdivision
or combination of the American General Common Stock), any consolidation of the
Company with, or merger of the Company into, any other Person, any merger of
another Person into the Company (other than a merger which does not result in a
reclassification, conversion, exchange or cancellation of outstanding shares of
American General Common Stock), any sale or transfer of all or substantially
all of the assets of the Company or any compulsory share exchange, in each case
pursuant to which the American General Common Stock is converted into the right
to receive other securities, cash or other property, then lawful provision
shall be made as part of the terms of such transaction whereby each holder of
Series A Junior Subordinated Debentures then outstanding shall have the right
thereafter to convert such Series A Junior Subordinated Debentures only into
(i) in the case of any such transaction other than a Common Stock Fundamental
Change (as defined in Section 13(e)), the kind and amount of securities, cash
and other property receivable upon the consummation of such transaction by a
holder of that number of shares of American General Common Stock into which
such Series A Junior Subordinated Debentures could have been converted
immediately prior to such transaction, after giving effect, in the case of any
Non-Stock Fundamental Change (as defined in Section 13(e)), to any adjustment
in the Conversion Price required by the provisions of Section 13(d), and (ii)
in the case of a Common Stock Fundamental Change, common stock of the kind
received by holders of American General Common Stock as a result of such Common
Stock Fundamental Change in an amount determined pursuant to the provisions of
Section 13(d). The Company or the Person formed by such consolidation or
resulting from such merger or which acquired such assets or which acquired the
Company's shares, as the case may be, shall make provision in its certificate
or articles of incorporation or other constituent document to establish such
right. Such certificate or articles of incorporation or other constituent
document shall provide for adjustments which, for events subsequent to the
effective date of such provisions in such certificate or articles of
incorporation or other constituent document, shall be as nearly equivalent as
may be practicable to the adjustments

17
<PAGE> 18
provided for in this Section 13. The above provisions shall similarly apply to
successive transactions of the foregoing type.

(i) the Company shall (1) declare any dividend (or any
other distribution) on the American General Common Stock, other than
(A) a dividend payable in shares of American General Common Stock or
(B) a dividend payable in cash that would not require an adjustment
pursuant to 13(a)(iv) or (2) authorize a tender or exchange offer that
would require an adjustment pursuant to Section 13(a)(v);

(ii) the Company shall authorize the granting to all
holders of American General Common Stock of rights or warrants to
subscribe for or purchase any shares of stock of any class or series
or of any other rights or warrants (other than Rights);

(iii) of any reclassification of American General Common
Stock (other than a subdivision or combination of the outstanding
American General Common Stock, or a change in par value, or from par
value to no par value, or from no par value to par value), or of any
consolidation or merger to which the Company is a party and for which
approval of any shareholders of the Company shall be required, or of
the sale or transfer of all or substantially all of the assets of the
Company or of any compulsory share exchange whereby the American
General Common Stock is converted into other securities, cash or other
property; or

(iv) of the voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then the Company shall (1) if such event occurs prior to a Series A Special
Event Exchange, cause to be filed with American General Delaware or (2) if such
event occurs after a Series A Special Event Exchange, cause to be mailed to the
Holders at their last addresses as they appear in the Security Register, in
each case, at least fifteen calendar days prior to the applicable record or
effective date hereinafter specified, a notice stating (x) the date on which a
record (if any) is to be taken for the purpose of such dividend, distribution,
rights or warrants or, if a record is not to be taken, the date as of which the
holders of American General Common Stock of record to be entitled to such
dividend, distribution, rights or warrants are to be determined or (y) the date
on which such reclassification, consolidation, merger, sale, transfer, share
exchange, dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that holders of American
General Common Stock of record shall be entitled to exchange their shares of
American General Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale,transfer,
share exchange, dissolution, liquidation or winding up

18
<PAGE> 19
(but no failure to mail such notice or any defect therein or in the mailing
thereof shall affect the validity of the corporate action required to be
specified in such notice).

(d) Adjustments In Case of Fundamental Changes. Notwithstanding
any other provision in this Section 13 to the contrary, if any Fundamental
Change (as defined in Section 13(e)) occurs, then the Conversion Price in
effect will be adjusted immediately after such Fundamental Change as described
below. In addition, in the event of a Common Stock Fundamental Change, the
Series A Junior Subordinated Debentures shall be convertible solely into common
stock of the kind received by holders of American General Common Stock as the
result of such Common Stock Fundamental Change as more specifically provided in
the following clauses (d)(i) and (d)(ii).

For purposes of calculating any adjustment to be made pursuant to this Section
13(d) in the event of a Fundamental Change, immediately after such Fundamental
Change:

(i) in the case of a Non-Stock Fundamental Change, the
Conversion Price shall thereupon become the lower of (A) the
Conversion Price in effect immediately prior to such Non-Stock
Fundamental Change, but after giving effect to any other prior
adjustments effected pursuant to this Section 13, and (B) the result
obtained by multiplying the greater of the Applicable Price (as
defined in Section 13(e)) or the then applicable Reference Market
Price (as defined in Section 13(e)) by a fraction, of which the
numerator shall be $50 and the denominator shall be the amount set
forth below (based on the date such Non-Stock Fundamental Change
occurs):

<TABLE>
<CAPTION>
Twelve Months
Ending _______________, Denominator
<S> <C>
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . $
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . $
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . $
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . $
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . $
2001 . . . . . . . . . . . . . . . . . . . . . . . . . . $
2002 . . . . . . . . . . . . . . . . . . . . . . . . . . $
2003 and thereafter . . . . . . . . . . . . . . . . . . $
</TABLE>

; and

(ii) in the case of a Common Stock Fundamental Change, the
Conversion Price in effect immediately prior to such Common Stock
Fundamental Change, but

19
<PAGE> 20
after giving effect to any other prior adjustments effected pursuant
to this Section 13, shall thereupon be adjusted by multiplying such
Conversion Price by a fraction of which the numerator shall be the
Purchaser Stock Price (as defined in Section 13(e)) and the
denominator shall be the Applicable Price; provided, however, that in
the event of a Common Stock Fundamental Change in which (A) 100% of
the value of the consideration received by a holder of American
General Common Stock is common stock of the successor, acquiror or
other third party (and cash, if any, is paid only with respect to any
fractional interests in such common stock resulting from such Common
Stock Fundamental Change) and (B) all of the American General Common
Stock shall have been exchanged for, converted into or acquired for
common stock (and cash with respect to fractional interests) of the
successor, acquiror or other third party, the Conversion Price of the
Series A Junior Subordinated Debentures in effect immediately prior to
such Common Stock Fundamental Change shall thereupon be adjusted by
multiplying such Conversion Price by a fraction of which the numerator
shall be one (1) and the denominator shall be the number of shares of
common stock of the successor, acquiror, or other third party received
by a holder of one share of American General Common Stock as a result
of such Common Stock Fundamental Change.

(e) Definitions. The following definitions shall apply to terms
used in this Section 13:

(i) "Applicable Price" shall mean (i) in the event of a
Non-Stock Fundamental Change in which the holders of the American
General Common Stock receive only cash, the amount of cash received by
a holder of one share of American General Common Stock and (ii) in the
event of any other Non-Stock Fundamental Change or any Common Stock
Fundamental Change, the average of the Closing Prices of the American
General Common Stock for the ten consecutive Trading Days prior to and
including the record date for the determination of the holders of
American General Common Stock entitled to receive securities, cash or
other property in connection with such Non-Stock Fundamental Change or
Common Stock Fundamental Change, or, if there is no such record date,
the date upon which the holders of the American General Common Stock
shall have the right to receive such securities, cash or other
property (such record date or distribution date being hereinafter
referred to as the "Entitlement Date"), in each case, as adjusted in
good faith by the Board of Directors to appropriately reflect any of
the events referred to in subparagraphs (i), (ii), (iii), (iv) and (v)
of Section 13(a).

20
<PAGE> 21
way, in either case as reported on the principal national securities
exchange on which such common stock is listed or admitted to trading,
or, if such common stock is not listed or admitted to trading on a
national securities exchange, on the National Market System of the
National Association of Securities Dealers, Inc., or, if such common
stock is not quoted or admitted to trading on such quotation system,
on the principal quotation system on which such common stock is listed
or admitted to trading or quoted, or, if not listed or admitted to
trading or quoted on any national securities exchange or quotation
system, the average of the closing bid and asked prices of such common
stock in the over-the-counter market on the day in question as
reported by the National Quotation Bureau Incorporated, or a similar
generally accepted reporting service, or, if not so available in such
manner, as furnished by any NYSE member firm selected from time to
time by the Board of Directors for that purpose or, if not so
available in such manner, as otherwise determined in good faith by the
Board of Directors.

(iii) "Common Stock Fundamental Change" shall mean any
Fundamental Change in which more than 50% of the value (as determined
in good faith by the Board of Directors) of the consideration received
by holders of American General Common Stock consists of common stock
that for each of the ten consecutive Trading Days prior to the
Entitlement Date has been admitted for listing or admitted for listing
subject to notice of issuance on a national securities exchange or
quoted on the National Market System of the National Association of
Securities Dealers, Inc.; provided, however, that a Fundamental Change
shall not be a Common Stock Fundamental Change unless either (i) the
Company continues to exist after the occurrence of such Fundamental
Change and the outstanding Series A Junior Subordinated Debentures
continue to exist as outstanding Series A Junior Subordinated
Debentures, or (ii) not later than the occurrence of such Fundamental
Change, the outstanding Series A Junior Subordinated Debentures are
converted into or exchanged for convertible subordinated debentures of
the entity succeeding to the business of the Company, which
convertible subordinated debentures have terms substantially similar
to those of the Series A Junior Subordinated Debentures.

(iv) "Conversion Price" shall have the meaning given that
term in Section 11(a).

(v) "Fundamental Change" shall mean the occurrence of any
transaction or event in connection with a plan pursuant to which all
or substantially all of the American General Common Stock shall be
exchanged for, converted into, acquired for or constitute solely the
right to receive securities, cash or other property (whether by means
of an exchange offer, liquidation, tender offer, consolidation,
merger, combination, reclassification, recapitalization or otherwise);
provided, however, that,

21
<PAGE> 22
in the case of a plan involving more than one such transaction or
event, for purposes of adjustment of the Conversion Price, such
Fundamental Change shall be deemed to have occurred when substantially
all of the American General Common Stock shall be exchanged for,
converted into, or acquired for or constitute solely the right to
receive securities, cash or other property, but the adjustment shall
be based upon the highest weighted average per share consideration
that a holder of American General Common Stock could have received in
such transactions or events as a result of which more than 50% of the
American General Common Stock shall have been exchanged for, converted
into, or acquired for or constitute solely the right to receive
securities, cash or other property.

(vi) "Non-Stock Fundamental Change" shall mean any
Fundamental Change other than a Common Stock Fundamental Change.

(vii) "Purchased Shares" shall have the meaning given that
term in Section 13(a)(v).

(viii) "Purchaser Stock Price" shall mean, with respect to
any Common Stock Fundamental Change, the average of the daily Closing
Prices of the common stock received in such Common Stock Fundamental
Change for the ten consecutive Trading Days prior to and including the
Entitlement Date, as adjusted in good faith by the Board of Directors
to appropriately reflect any of the events referred to in
subparagraphs (i), (ii), (iii), (iv) and (v) of Section 13(a).

(ix) "Reference Date" shall have the meaning given that
term in Section 13(a)(iv).

(x) "Reference Market Price" shall initially mean $_____
and in the event of any adjustment to the Conversion Price other than
as a result of a Non-Stock Fundamental Change, the Reference Market
Price shall also be adjusted so that the ratio of the Reference Market
Price to the Conversion Price after giving effect to any such
adjustment shall always be the same as the ratio of $_____ to the
initial Conversion Price.

(xi) "Tender Expiration Time" shall have the meaning given
that term in Section 13(a)(v).

(xii) "Trading Day" shall mean, with respect to any
security listed or admitted to trading on the NYSE, any day on which
such security is traded on the NYSE, or, if such security is not
listed or admitted to trading on the NYSE, on the principal national
securities exchange on which such security is listed or admitted to

22
<PAGE> 23
trading, or, if such security is not listed or admitted to trading on
a national securities exchange, on the National Market System of the
National Association of Securities Dealers, Inc., or, if such security
is not quoted or admitted to trading on such quotation system, on the
principal quotation system on which such security is listed or
admitted to trading or quoted, of, if not listed or admitted to
trading or quoted on any national securities exchange or quotation
system, in the over-the-counter market.

(f) Dividend or Interest Reinvestment Plans. Notwithstanding the
foregoing provisions of this Section 13, no adjustment of the Conversion Price
shall be required to be made upon the issuance of any shares of American
General Common Stock pursuant to any present or future plan providing for the
reinvestment of dividends or interest payable on securities of the Company and
the investment of additional optional amounts in shares of American General
Common Stock under any such plan, or the issuance of any shares of American
General Common Stock or options or rights to purchase such shares pursuant to
any present or future employee, officer, director, or consultant benefit plan
or program or agreement of the Company or a Subsidiary or pursuant to any
option, warrant, right or exercisable, exchangeable or convertible security
outstanding as of the date the Series A Junior Subordinated Debentures were
first established pursuant to this instrument.

(g) Certain Rights. Notwithstanding any other provision of this
Section 13, the issuance or distribution of Rights shall not be deemed to
constitute an issuance or a distribution or dividend of rights, warrants, or
other securities to which any of the adjustment provisions described above
applies.

(h) Certain Additional Rights. In case the Company shall, by
dividend or otherwise, declare or make a distribution on American General
Common Stock referred to in Section 13(a)(iv) (including, without limitation,
dividends or distributions referred to in the last sentence of Section
13(a)(iv) but excluding the Excluded Dividends), the Holders of the Series A
Junior Subordinated Debentures, upon the conversion thereof subsequent to the
close of business on the date fixed for the determination of shareholders
entitled to receive such distribution and prior to the effectiveness of the
Conversion Price adjustment in respect of such distribution, shall also be
entitled to receive for each share of American General Common Stock into which
the Series A Junior Subordinated Debentures are converted, the portion of the
shares of American General Common Stock, rights, warrants, evidences of
indebtedness, shares of capital stock, cash and assets so distributed
applicable to one share of American General Common Stock; provided, however,
that, at the election of the Company (whose election shall be evidenced by a
Board Resolution) with respect to all Holders so converting, the Company may,
in lieu of distributing to such Holders any portion of such distribution not
consisting of cash or securities of the Company, pay such Holders an amount in
cash equal to the fair market value thereof (as determined in good

23
<PAGE> 24
faith by the Board of Directors, whose determination shall be conclusive and
described in a Board Resolution). If any conversion of Series A Junior
Subordinated Debentures described in the immediately preceding sentence occurs
prior to the payment date for a distribution to holders of American General
Common Stock which the Holder of the Series A Junior Subordinated Debentures so
converted is entitled to receive in accordance with the immediately preceding
sentence, the Company may elect (such election to be evidenced by a Board
Resolution) to distribute to such Holder a due bill for the shares of American
General Common Stock, rights, warrants, evidences of indebtedness, shares of
capital stock, cash or assets to which such Holder is so entitled, provided
that such due bill (i) meets any applicable requirements of the principal
national securities exchange or other market on which the American General
Common Stock is then traded, and (ii) requires payment or delivery of such
shares of American General Common Stock, rights, warrants, evidences of
indebtedness, shares of capital stock, cash or assets no later than the date of
payment or delivery thereof to holders of shares of American General Common
Stock receiving such distribution.

(i) One Adjustment. There shall be no adjustment of the
Conversion Price in case of the issuance of any American General Capital Stock
(or securities convertible into or exchangeable for American General Capital
Stock) or any other distribution or event except as specifically described in
this Section 13. If any action would require adjustment of the Conversion
Price pursuant to more than one of the provisions of this Section 13, only one
adjustment shall be made and such adjustment shall be the amount of adjustment
that has the highest absolute value to the Holders of the Series A Junior
Subordinated Debentures.

14. CONVERSION FOR AMERICAN GENERAL SERIES A PREFERRED STOCK PRIOR
TO A SERIES A SPECIAL EVENT EXCHANGE.

(a) Convertibility. Section 9 of the Written Action provides
that, upon the occurrence of an Exchange Event (as defined in Section 14(d))
prior to a Series A Special Event Exchange, the holders of a majority of the
aggregate liquidation preference of the Series A Preferred Securities then
outstanding, voting at a meeting of the holders of the Series A Preferred
Securities called for such purpose or by written consent, may, at their option,
direct the Conversion Agent to exchange all (but not less than all) of the
Series A Preferred Securities for Series A Junior Subordinated Debentures and
to immediately convert such Series A Junior Subordinated Debentures, on behalf
of such holders, for shares of Series A Cumulative Convertible Preferred Stock,
par value $1.50 per share, of the Company ("American General Series A Preferred
Stock"), at the rate of one share of American General Series A Preferred Stock
for each $50 principal amount of Series A Junior Subordinated Debentures.
Accordingly, prior to a Series A Special Event Exchange and if any Series A
Preferred Securities are then outstanding, the Series A Junior

24
<PAGE> 25
Subordinated Debentures shall be convertible at the request of Holders thereof,
following an Exchange Election (as defined in Section 9(c) of the Written
Action) by a majority in aggregate liquidation preference of the Series A
Preferred Securities, into fully paid and non-assessable shares of American
General Series A Preferred Stock in accordance with the terms and conditions of
this Section 14.

(b) Conversion Procedure. The procedure for the conversion of all
the Series A Junior Subordinated Debentures into shares of American General
Series A Preferred Stock pursuant to this Section 14 shall be as follows:

(i) The Conversion Agent, upon receiving irrevocable
notice from American General Delaware (or such other Person as is
entitled to give such notice under the Written Action) of an Exchange
Election by the holders of a majority in aggregate liquidation
preference of the Series A Preferred Securities (a "Notice of
Exchange"), shall (A) exchange all (but not less than all) outstanding
Series A Preferred Securities for Series A Junior Subordinated
Debentures held by American General Delaware in the manner prescribed
in Section 9(a) of the Written Action at the rate of $50 principal
amount of Series A Junior Subordinated Debentures for each share of
Series A Preferred Securities and (B) deliver a copy of the Notice of
Exchange to the Company and, if the Trustee is not then serving as the
Conversion Agent, the Trustee. Upon receipt by it of the Notice of
Exchange, American General Delaware shall deliver the appropriate
principal amount of Series A Junior Subordinated Debentures held by it
to the Conversion Agent (or, if such Series A Junior Subordinated
Debentures are in book-entry form, cause such principal amount of
Series A Junior Subordinated Debentures to be transferred to the
account of the Conversion Agent on the records of the Depository) for
conversion in accordance with this Section 14.

(ii) Upon receipt of a copy of the Notice of Election from
the Conversion Agent and the certificates, if any, representing the
appropriate principal amount of Series A Junior Subordinated
Debentures held by American General Delaware (or the transfer thereof
to its account at the Depository, as the case may be), the Company
shall issue, and deliver to the Conversion Agent, shares of American
General Series A Preferred Stock for the principal amount of Series A
Junior Subordinated Debentures so to be converted, at the rate of one
share of American General Series A Preferred Stock for each $50
principal amount of Series A Junior Subordinated Debentures.

(iii) The Company shall cause the shares of American
General Series A Preferred Stock issuable upon conversion of the
Series A Junior Subordinated Debentures to be registered in the names
of the holders of Series A Preferred

25
<PAGE> 26
Securities designated in the Notice of Exchange and, as promptly as
practicable after receipt of certificates representing the shares of
American General Series A Preferred Stock so registered, the
Conversion Agent shall deliver such certificates, if any, representing
the American General Series A Preferred Stock issuable upon such
conversion to the Person or Persons entitled to receive the same.

(c) Accrued Interest; Effective Date of Exchange. Any accrued but
unpaid interest (including any Additional Interest) on the Series A Junior
Subordinated Debentures surrendered for conversion shall, from and after the
time of such conversion, be treated as accumulated and unpaid dividends on the
American General Series A Preferred Stock issued upon conversion of the Series
A Junior Subordinated Debentures. Series A Junior Subordinated Debentures
shall be deemed to have been converted immediately prior to the close of
business on the Exchange Election Date (as defined below). The Person or
Persons entitled to receive the American General Series A Preferred Stock
issuable upon an exchange of the Series A Preferred Securities shall be treated
for all purposes as the record holder or holders of such shares at such time
and, at such time, all interest on the Series A Junior Subordinated Debentures
shall cease to accrue and the rights of such Person or Persons as a Holder or
Holders of Series A Junior Subordinated Debentures shall cease. Any Series A
Junior Subordinated Debentures surrendered for conversion shall be cancelled by
the Trustee.

(d) Definitions. For the purpose of this Section 14, the failure
of holders of Series A Preferred Securities to receive, for 15 consecutive
months, the full amount of dividend payments (including arrearages and any
Additional Dividends (as defined in Section 1 of the Written Action)) on the
Series A Preferred Securities will constitute an "Exchange Event." The term
"Exchange Election Date" shall mean the date of an Exchange Election Meeting
(as defined in Section 9(c) of the Written Action) at which the holders of a
majority of the aggregate liquidation preference of the Series A Preferred
Securities authorize the exchange of all the Series A Preferred Securities or,
in the absence of such meeting, the date of receipt by American General
Delaware of a written consent or consents signed by the holder or holders of a
majority in aggregate liquidation preference of the Series A Preferred
Securities authorizing such exchange.

15. CERTAIN PROVISIONS APPLICABLE TO CONVERSION INTO AMERICAN
GENERAL SERIES A PREFERRED STOCK.

(a) Redemptions and Conversion. Notwithstanding the provisions of
Section 14, a Series A Junior Subordinated Debenture (or portion thereof) may
not be converted into American General Series A Preferred Stock if such Series
A Junior Subordinated Debenture (or applicable portion thereof) has been
previously surrendered for conversion

26
<PAGE> 27
into American General Common Stock or called for redemption unless the
applicable Redemption Price is not paid on the applicable Redemption Date.

(b) Consolidation, Mergers and Sale of Assets. If the Company
shall consolidate with, or merge into, another Person or sell or transfer all
or substantially all of the property of the Company to another Person, in each
case prior to a conversion pursuant to Section 14, then, subject to the
penultimate sentence of this Section 15(b), lawful provision shall be made as
part of the terms of such transaction whereby each Holder of Series A Junior
Subordinated Debentures then Outstanding shall have the right thereafter to
convert, at a conversion rate as nearly equivalent as may be practicable to
the rate specified in Section 14, each such Series A Junior Subordinated
Debenture upon the occurrence of an Exchange Election only into shares of
preferred stock of the Person resulting from such consolidation, surviving such
merger or to which such property was transferred having substantially the same
dividend and voting rights, liquidation preference, and (subject to the
provisions of Section 13) other designations, preferences, limitations and
relative rights as the American General Series A Preferred Stock. The Person
resulting from such consolidation or surviving such merger or which acquired
such property, as the case may be, shall make provision in its certificate or
articles of incorporation or other constituent document to establish such
right. The above provisions shall similarly apply to successive transactions
of the foregoing type.

16. CONVERSION AGENT. Chemical Mellon Shareholder Services, LLC
shall be the initial Conversion Agent for the Series A Junior Subordinated
Debentures. Without in any way limiting any authority granted to the
Conversion Agent under the Written Action, in effecting the conversion and
exchange transactions described in Sections 11 and 14, the Conversion Agent is
acting (i) in the case of Sections 11(b) and 14, as agent of the holders of
Series A Preferred Securities, and (ii) in the case of Section 11(c), as agent
for the Holders of the Series A Junior Subordinated Debentures, directing it to
effect such conversion or exchange transactions. Without in any way limiting
any authority granted to the Conversion Agent under the Written Action, the
Conversion Agent is authorized (i) to convert Series A Junior Subordinated
Debentures into American General Common Stock and thereupon to deliver such
shares of American General Common Stock, all in accordance with the provisions
of Section 11, (ii) to convert Series A Junior Subordinated Debentures
following the occurrence of an Exchange Event into American General Series A
Preferred Stock and thereupon to deliver such shares of American General Series
A Preferred Stock, all in accordance with the provisions of Section 14, and
(iii) to conduct the other activities specified herein to be performed by such
Conversion Agent. Subject to the provisions of 601 of the Indenture, neither
the Trustee nor the Conversion Agent shall at any time be under any duty or
responsibility to any Holder of a Series A Junior Subordinated Debenture or any
holder of a Series A Preferred Security to determine whether any facts exist
which may require any adjustment of the Conversion Price or any

27
<PAGE> 28
exchange contemplated hereby, or with respect to the nature or extent of any
such adjustment when made, or with respect to the method employed in making the
same. Neither the Trustee nor the Conversion Agent shall be accountable with
respect to the validity or value (or the kind or amount) of any shares of
American General Common Stock, or of any securities or property or cash, which
may at any time be issued or delivered upon the conversion of any Series A
Junior Subordinated Debenture or upon any exchange contemplated hereby; and
neither the Trustee nor the Conversion Agent shall be deemed to make any
representation with respect thereto. Subject to the provisions of 601 of the
Indenture, neither the Trustee nor the Conversion Agent shall be responsible
for any failure of the Company to issue, transfer or deliver any shares of
American General Common Stock or American General Series A Preferred Stock or
stock certificates or other securities or property or cash upon the surrender
of any Series A Junior Subordinated Debenture or Series A Preferred Security
for the purpose of conversion or exchange or to comply with any of the
covenants of the Company in this resolution, provided that the foregoing shall
not relieve the Conversion Agent of any responsibility it may have under this
resolution to deliver to the Person entitled to receive the same the shares of
American General Common Stock or American General Series A Preferred Stock or
other securities or property or cash which has been made available to the
Conversion Agent by the Company for such purpose.

17. RESERVATION OF SHARES; REGULATORY REQUIREMENTS; TAXES; LISTING.

(a) Reservation of Shares. The Company shall at all times reserve
and keep available out of its authorized and unissued American General Common
Stock and American General Series A Preferred Stock, solely for issuance upon
the conversion of the Series A Junior Subordinated Debentures, free from any
preemptive or other similar rights, such number of shares of American General
Common Stock and American General Series A Preferred Stock as shall from time
to time be issuable upon the conversion of all the Series A Junior Subordinated
Debentures then Outstanding. Notwithstanding the foregoing, the Company shall
be entitled to deliver upon conversion of Series A Junior Subordinated
Debentures, shares of American General Common Stock or American General Series
A Preferred Stock, as appropriate, reacquired and held in the treasury of
American General (in lieu of the issuance of authorized and unissued shares),
so long as any such treasury shares are free and clear of all liens, charges,
claims, equities, security interests or encumbrances. Any shares of American
General Common Stock or American General Series A Preferred Stock, as
appropriate, issued upon conversion of the Series A Junior Subordinated
Debentures shall be duly authorized, validly issued and fully paid and
nonassessable.

(b) Governmental Requirements. The Company shall use its best
efforts to obtain and keep in force such governmental or regulatory permits or
other authorizations as may be required by law, and shall comply with all
applicable requirements as to registration or

28
<PAGE> 29
qualification of the American General Common Stock and American General Series
A Preferred Stock (and all requirements to list on the applicable stock
exchange, the American General Common Stock and American General Series A
Preferred Stock issuable upon conversion of Series A Junior Subordinated
Debentures that are at the time applicable), that are necessary to enable the
Company to lawfully issue American General Common Stock and American General
Series A Preferred Stock upon the conversion of the Series A Junior
Subordinated Debentures.

(c) Taxes. The Company shall pay any and all stock transfer and
documentary stamp taxes that may be payable in respect of the issuance or
delivery of shares of American General Common Stock or American General Series
A Preferred Stock, as the case may be, by the Company upon conversion of the
Series A Junior Subordinated Debentures. The Company shall not, however, be
required to pay any tax, fee or governmental charge which may be payable in
respect of any transfer involved in the issuance or delivery of shares of
American General Common Stock or American General Series A Preferred Stock in a
name other than that in which the security so converted was registered and no
such issuance or delivery shall be made unless and until the Person requesting
such issuance or delivery has paid to the Conversion Agent the amount of any
such tax, fee or governmental charge or has established to the satisfaction of
the Conversion Agent that such tax, fee or governmental charge has been paid.
The Company and the Conversion Agent may require that such Person furnish a
suitable indemnity with respect to any tax, fee or other governmental charge
required to be paid with respect to such a transfer. Nothing in this paragraph
(c) shall limit the requirement of the Company to withhold taxes pursuant to
applicable law or otherwise require the Company to pay any amounts on account
of such withholding.

(d) Listing. If the Series A Preferred Securities are listed on
the NYSE or another national securities exchange at the time of the
distribution of the Series A Junior Subordinated Debentures pursuant to a
Series A Special Event Exchange, then, prior to such distribution, the Company
shall use its best efforts to cause the Series A Junior Subordinated Debentures
to be listed on the NYSE or such other exchange on which the Series A Preferred
Securities are then listed.

18. CERTAIN PROVISIONS APPLICABLE AFTER A SERIES A SPECIAL EVENT
EXCHANGE. If, immediately prior to any Series A Special Event Exchange, the
Series A Preferred Securities are represented by one or more global securities
held by The Depository Trust Company ("DTC") or any successor securities
depositary or their respective nominees, then (a) DTC or such successor shall
act as (and is hereby appointed) the Depository for the Series A Junior
Subordinated Debentures, and (b) the Series A Junior Subordinated Debentures
exchanged for the Series A Preferred Securities upon such Series A Special
Event Exchange shall be represented by one or more global Series A Junior
Subordinated Debentures

29
<PAGE> 30
registered in the name of DTC or such successor securities depositary or their
respective nominees.

After the date fixed for a Series A Special Event Exchange, any
certificates representing Series A Preferred Securities not held by DTC or any
successor securities depositary or their respective nominees and not
surrendered for exchange shall be deemed to represent Series A Junior
Subordinated Debentures having a principal amount and accrued and unpaid
interest equal to the liquidation preference plus accrued and unpaid dividends
(including Additional Dividends (as defined in Section 1 of the Written
Action)) of such Series A Preferred Securities until such certificates are
surrendered to the Conversion Agent for exchange in accordance with the terms
of the Series A Special Event Exchange. Notwithstanding the foregoing, until
such certificates are so surrendered, no payments of interest or principal will
be made with respect to such Series A Junior Subordinated Debentures.

19. REGISTRAR. The Series A Junior Subordinated Debentures may be
surrendered for registration of transfer or exchange and for conversion or
exchange at the Corporate Trust Office of the Trustee and any notices or
demands to or upon the Company in respect of the Series A Junior Subordinated
Debentures and the Indenture may be presented at that office.

20. FORM. The certificates evidencing the Series A Junior
Subordinated Debentures shall be substantially in the form attached hereto as
Annex A, with such changes as the officer executing the same shall approve,
such approval to be evidenced by such officer's manual or facsimile signature.

21. TRANSFERABILITY. Prior to a Series A Special Event Exchange,
the Series A Junior Subordinated Debentures may not be transferred by American
General Delaware without the Company's prior consent. The Series A Junior
Subordinated Debentures may be distributed to the holders of the Series A
Preferred Securities upon the occurrence of a Tax Event or an Investment
Company Event (as such terms are defined in the Written Action) only upon the
written consent of the Company.

22. DENOMINATION. The Series A Junior Subordinated Debentures
shall be issuable in denominations of $50 and any integral multiple thereof.

30
<PAGE> 31
ANNEX A

FORM OF FACE OF SERIES A JUNIOR SUBORDINATED DEBENTURE

AMERICAN GENERAL CORPORATION

___% Series A Convertible Junior Subordinated Debenture

Due ___________, 2025

No._________ $___________

American General Corporation, a corporation duly organized and existing
under the laws of the State of Texas (herein called the "Company", which term
includes any successor under the Indenture referred to on the reverse side), for
value received, hereby promises to pay to _____________________________, or
registered assigns, the principal sum of _________ Dollars on the earlier of (i)
____________, 2025 or (ii) the date upon which American General Delaware,
L.L.C., a Delaware limited liability company (herein called "American General
Delaware"), is liquidated, dissolved or wound-up; provided, however, that, if
all the _______________ Preferred Securities, Series A, of American General
Delaware (herein called the "Series A Preferred Securities") are exchanged
(herein called a "Series A Special Event Exchange") for Series A Junior
Subordinated Debentures (as defined on the reverse side) in accordance with the
terms of the Series A Preferred Securities, this Series A Junior Subordinated
Debenture will mature on _________________, 2025, notwithstanding that American
General Delaware may have liquidated, dissolved or wound-up in connection with
or after such Series A Special Event Exchange. The Company also agrees to pay
interest on the principal hereof at the rate of ____% per annum from
______________, 1995 (or from the most recent Interest Payment Date, as
hereinafter defined, to which interest has been paid or duly provided for),
payable monthly in arrears on the last day of each calendar month of each year
(each an "Interest Payment Date"), commencing June 30, 1995, until the principal
hereof is paid or made available for payment. To the fullest extent permitted by
applicable law, interest will accrue at the rate of ____% per annum on any
interest installment that is not paid at the end of any monthly interest period
compounded monthly (herein, together with the Additional Amounts referred to in
the Indenture, called "Additional Interest"). The amount of interest payable for
any period shall be computed on the basis of a 360 day year consisting of twelve
30-day months and, for any period shorter than a full monthly interest payment
period, will be computed on the basis of the actual number of days elapsed in
such period. If any date on which interest is payable on this Series A Junior
Subordinated Debenture is not a Business Day, then the payment of the interest
payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date. A "Business Day" shall
mean any day other than a Saturday,

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<PAGE> 32

Sunday or other day on which banking institutions in New York City are
authorized or obligated by law or executive order to close. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Series A Junior Subordinated Debenture (or one or more Predecessor Securities,
as defined in the Indenture) is registered at the close of business on the
Regular Record Date for such Interest Payment Date. The Regular Record Date
shall be the Business Day next preceding such Interest Payment Date, provided
that if the Series A Junior Subordinated Debentures are not in book-entry-only
form during any period following a Series A Special Event Exchange, the Regular
Record Date for any Interest Payment Date within such period shall be the 15th
day of the month in which such Interest Payment Date occurs. Any such interest
not so punctually paid or duly provided for (other than by reason of the
following paragraph) will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Series A Junior Subordinated Debenture (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture.

The Company shall have the right, at any time and from time to time, to
extend the interest payment period hereof to a period ending on the last day of
a calendar month (herein called an "Extension Period") not exceeding 60
consecutive months, but in no event beyond the date of Stated Maturity or the
Redemption Date of this Series A Junior Subordinated Debenture. During an
Extension Period, interest will continue to accrue and compound monthly. Prior
to the termination of any Extension Period of less than 60 consecutive months,
the Company may further extend the interest payment period hereof, provided that
such Extension Period may not exceed 60 consecutive months and may not extend
beyond the date of Stated Maturity or the Redemption Date of this Series A
Junior Subordinated Debenture. Upon the termination of any Extension Period and
the payment of all accrued and unpaid interest (including any Additional
Interest) then due, the Company may select a new Extension Period, subject to
the above requirements. No interest shall be due during an Extension Period
until the end of such period. Such interest shall be due and payable on the
Interest Payment Date which is the last day of the Extension Period to the
Person in whose name this Series A Junior Subordinated Debenture is registered
on the Regular Record Date for such Interest Payment Date.

Payment of the principal of and interest on this Series A Junior
Subordinated Debenture will be made at the office or agency of the Company
maintained for that purpose in New York, New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or (ii) subject to the procedures of the Paying Agent, by wire transfer
in immediately available funds at such place and to such account at a bank
located in the United States as may be designated by the Person entitled thereto
as specified in the Security Register.

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<PAGE> 33

Reference is hereby made to the further provisions of the Indenture
summarized on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Series A
Junior Subordinated Debenture shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: ___________ __, ______

AMERICAN GENERAL CORPORATION

By:
---------------------------------
Name:
Title:

[SEAL]

Attest:_______________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

CHEMICAL BANK

As Trustee

By
--------------------------
Authorized Officer

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<PAGE> 34

FORM OF REVERSE OF SERIES A JUNIOR SUBORDINATED DEBENTURE

This Series A Junior Subordinated Debenture is one of a duly authorized
issue of Securities of the Company, designated as its ___% Series A Convertible
Junior Subordinated Debentures due ___________ __, 2025 (herein called the
"Series A Junior Subordinated Debentures"), limited in aggregate principal
amount to $____________ (or up to __________ aggregate principal amount if and
to the extent the over-allotment option granted to the underwriters for the sale
of the Series A Preferred Securities is exercised), issued and to be issued
under an Indenture, dated as of _____________ (herein called the "Indenture"),
between the Company and Chemical Bank, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture). Reference is
made to the Indenture and all indentures supplemental thereto (including the
Board Resolution setting forth the terms of this series of Securities) for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee, the holders of Senior
Indebtedness and the Holders of the Series A Junior Subordinated Debentures and
other series of Securities which may be issued pursuant to the Indenture and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. All terms used in this Series A Junior Subordinated Debenture which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

The indebtedness evidenced by this Series A Junior Subordinated
Debenture, including all principal and interest (including Additional Interest),
is, to the extent provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness, and this Series
A Junior Subordinated Debenture is issued subject to the provisions of the
Indenture with respect thereto. The Holder of this Series A Junior Subordinated
Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

If an Event of Default with respect to the Series A Junior Subordinated
Debentures shall occur and be continuing, the principal of the Series A Junior
Subordinated Debentures may be declared due and payable in the manner and with
the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Series A Junior Subordinated
Debentures under the Indenture at any time by the Company and the Trustee with,
in some cases, the consent of the Holders of a majority in aggregate principal
amount of the Series A Junior Subordinated Debentures at the time Outstanding
and, in other cases, without the consent of any Holders. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Series A Junior Subordinated Debentures, on behalf of the Holders
of all Series A Junior Subordinated Debentures, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver shall be
conclusive and binding upon the Holder of this Series A Junior Subordinated
Debenture and upon all future Holders of this Series

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<PAGE> 35

A Junior Subordinated Debenture and of any Series A Junior Subordinated
Debenture issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent is made upon this
Series A Junior Subordinated Debenture or thereon.

Subject to and in compliance with the provisions of the Indenture, this
Series A Junior Subordinated Debenture is convertible at any time on or before
the earlier of close of business on the Conversion Expiration Date or Conversion
Expiration Date of the Series A Junior Subordinated Debentures at the option of
the Holder hereof into fully paid and nonassessable shares of American General
Common Stock at an initial conversion price of $______ principal amount hereof
per share of American General Common Stock, subject to adjustment as provided
for in the Indenture. Notwithstanding the conversion hereof after a Regular
Record Date but before the corresponding Interest Payment Date, the Holder
hereof will be entitled to receive the interest payable on this Series A Junior
Subordinated Debenture on such next succeeding Interest Payment Date. No other
adjustment, however, shall be made for accrued interest, including Additional
Interest, whether or not in arrears. No fractional shares of American General
Common Stock will be issued as a result of conversion, but in lieu thereof such
fractional interest will be paid in cash by the Company. On or after
_______________, the Company may, at its option, cause the conversion rights of
Holders of Series A Junior Subordinated Debentures to expire if (i) the Company
is then current in the payment of interest (without regard to any Extension
Period) on the Series A Junior Subordinated Debentures and (ii) for 20 Trading
Days within any period of 30 consecutive Trading Days, including the last
Trading Day of such period, the Current Market Price of American General Common
Stock shall have exceeded 120% of the Conversion Price then in effect.

If at any time following the Conversion Expiration Date or Conversion
Expiration Date of the Series A Junior Subordinated Debentures, less than 10% of
the aggregate principal amount of the Series A Junior Subordinated Debentures
originally purchased by American General Delaware with the proceeds from the
sale of the Series A Preferred Securities remains Outstanding, then such Series
A Junior Subordinated Debentures shall be subject to redemption, in whole but
not in part, at the option of the Company upon not less than 30 days' nor more
than 60 days' notice, at a cash Redemption Price equal to the unpaid principal
amount thereof, without premium or penalty, plus any accrued and unpaid interest
(including any Additional Interest) thereon to the Redemption Date.

The Series A Junior Subordinated Debentures are also subject to
redemption, at the option of the Company, in whole or in part, at any time or
from time to time on or after ________________, 2003, at a cash Redemption Price
equal to the unpaid principal amount thereof, without premium or penalty, plus
any accrued and unpaid interest (including any Additional Interest) thereon to
the Redemption Date. If American General Delaware redeems the Series A Preferred
Securities in accordance with the terms thereof, the Series A Junior
Subordinated Debentures shall be due and payable and shall be redeemed by the
Company in an aggregate principal amount equal to the aggregate stated
liquidation preference of the Series A Preferred Securities so redeemed at a
Redemption Price equal to the unpaid principal amount of the Series A Junior
Subordinated Debentures so

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<PAGE> 36

redeemed, without premium or penalty, plus any accrued and unpaid interest
(including any Additional Interest) thereon to the Redemption Date.

In addition, if the Company or any of its Subsidiaries acquires any
Series A Preferred Securities by tender, in the open market or otherwise, the
Company shall have the right to redeem the Series A Junior Subordinated
Debentures, in an aggregate principal amount not to exceed the aggregate stated
liquidation preference of the Series A Preferred Securities so purchased, at a
cash Redemption Price equal to the principal amount thereof, without premium or
penalty, plus any accrued and unpaid interest (including any Additional
Interest) thereon to the Redemption Date.

Upon the occurrence of an Exchange Event, the Series A Junior
Subordinated Debentures are convertible into Series A Cumulative Convertible
Preferred Stock of the Company as provided under the terms of the Indenture.

As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Series A Junior Subordinated Debenture is
registrable in the Security Register, upon surrender of this Series A Junior
Subordinated Debenture for registration of transfer at the office or agency of
the Trustee in New York City, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Series A Junior Subordinated Debentures,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees; provided, however, that,
prior to a Series A Special Event Exchange, this Series A Junior Subordinated
Debenture may not be transferred without the written consent of the Company.

The Series A Junior Subordinated Debentures are issuable only in
registered form without coupons in denominations of $50 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations set forth therein, Series A Junior Subordinated Debentures are
exchangeable for a like aggregate principal amount of Series A Junior
Subordinated Debentures of a different authorized denomination, as requested by
the Holder surrendering the same.

No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Series A Junior Subordinated Debenture
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Series A Junior
Subordinated Debenture is registered as the owner hereof for all purposes,
whether or not this Series A Junior Subordinated Debenture be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

No recourse shall be had for the payment of the principal of or
interest (including Additional Interest, if any) on this Series A Junior
Subordinated Debenture, or for any

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<PAGE> 37

claim based hereon, or otherwise in respect hereof, or based on or in respect of
the Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, all such liability being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

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<PAGE> 1
EXHIBIT 4(s)

TERMS OF THE ___% CUMULATIVE MONTHLY INCOME PREFERRED SECURITIES, SERIES A

DATED AS OF MAY ___, 1995

WRITTEN ACTION OF THE MANAGING MEMBER
PURSUANT TO SECTION 7.1(b) OF THE AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF AMERICAN GENERAL CAPITAL, L.L.C.

The undersigned Managing Member of American General Capital, L.L.C., a
Delaware limited liability company (the "Company"), pursuant to Section 7.1(b)
of the Amended and Restated Limited Liability Company Agreement of the Company
(the "Agreement") dated as of May 24, 1995 by and among American General
Corporation ("American General"), the Managing Member and the Persons who become
Members of the Company in accordance with the provisions thereof, does hereby
authorize the issue of, and establish the relative rights, powers, preferences,
limitations and restrictions of, a series of Preferred Securities as follows:

"Business Day" means any day other than a Saturday, Sunday or
other day on which banking institutions in The City of New York are authorized
or obligated by law or executive order to close.

<PAGE> 2

"Dividend Payment Date" has the meaning set forth in Section
4(b) hereof.

"Holders" means the registered holders of the Series A
Preferred Securities as they appear on the books and records of the Company.

"Liquidation Distribution" has the meaning set forth in Section
7 hereof.

"Notice of Exchange" has the meaning set forth in Section 6(a)
hereof.

"Notice of Redemption" has the meaning set forth in Section
6(a) hereof.

"NYSE" means the New York Stock Exchange, Inc.

"Redemption Price" has the meaning set forth in Section 5(a)
hereof.

"Securities Act" means the Securities Act of 1933, as amended.

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<PAGE> 3

"Series A Debentures" means the $__________ aggregate principal
amount (or up to $____________ aggregate principal amount if and to the extent
the over-allotment option granted by the Company to the underwriters of the
Series A Preferred Securities is exercised) of American General's ___% Series A
Junior Subordinated Debentures due 2025 issued pursuant to the Indenture and
sold by American General to the Company in connection with the issuance and sale
by the Company of the Series A Preferred Securities.

"Series A Preferred Securities" has the meaning set forth in
Section 2 hereof.

2. Designation. A total of 10,000,000 ___% Cumulative Monthly
Income Preferred Securities, Series A (or up to 11,500,000 ___% Cumulative
Monthly Income Preferred Securities, Series A if and to the extent the over-
allotment option granted by the Company to the related underwriters is
exercised) with a liquidation preference of $25.00 per Preferred Security are
hereby authorized and designated as "___% Cumulative Monthly Income Preferred
Securities, Series A" (collectively, the "Series A Preferred Securities").

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<PAGE> 4

______________, 1995, and shall be payable in United States dollars monthly in
arrears on the last day of each calendar month of each year, commencing June 30,
1995. Dividends shall accrue and be cumulative whether or not they have been
earned or declared and whether or not there are funds of the Company legally
available for the payment of dividends. Upon any dividend arrearages in respect
of the Series A Preferred Securities, the Company shall declare and pay
Additional Dividends in order to provide, in effect, monthly compounding on such
dividend arrearages at a rate of ____% per annum compounded monthly and such
Additional Dividends shall accumulate. In the event that any date on which
dividends are payable on the Series A Preferred Securities is not a Business
Day, then payment of the dividend payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

(b) Dividends on the Series A Preferred Securities must be
declared monthly and be paid on the last day of each calendar month (each a
"Dividend Payment Date") to the extent that the Company has, on such date, (x)
funds legally available for the payment of such dividends and (y) cash on hand
sufficient to make such payments, it being understood that to the extent that
funds are not available to pay in full all accumulated and unpaid dividends, the
Company may pay partial dividends to the extent of funds legally available
therefor. For purposes of this Section 4(b), net interest and investment income
from Eligible Investments shall be considered funds available for the payment of
dividends; provided, however, that the principal amount of Eligible Investments
shall not be available as distributions, dividends or otherwise except in
connection with a Liquidation Distribution pursuant to Section 15.4 of the
Agreement. Dividends will be payable to the Holders as of the relevant record
dates, which, if and so long as the Series A Preferred Securities are
represented by one or more global certificates through the book-entry system of
a Clearing Agency, will be one Business Day prior to the related Dividend
Payment Dates. In the event that the Series A Preferred Securities shall not
continue to be so represented, the Managing Member shall have the right to
select relevant record dates that are more than one Business Day prior to the
related Dividend Payment Dates. In addition, if American General has extended an
interest payment period with respect to the Series A Debentures pursuant to the
Indenture, thereby resulting in the deferral of the payment of dividends on the
Series A Preferred Securities, the Managing Member shall notify the Holders in
writing as to such extended interest payment period no later than the last date
on which notice would be required to be given to the NYSE of the related record
date or Dividend Payment Date.

5. Redemption and Exchange. (a) Upon repayment by American
General of the principal of the Series A Debentures at stated maturity, earlier
redemption or otherwise, including as a result of the acceleration of the
Series A Debentures upon the occurrence of an Event of Default under the
Indenture with respect to the Series A Debentures, the Series A Preferred
Securities shall be subject to mandatory redemption, in whole but not in part,
by the Company, and the proceeds from such repayment shall be applied to
redeem the Series A Preferred Securities at a cash redemption price equal to
the liquidation

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<PAGE> 5

preference for such Series A Preferred Securities plus accumulated and unpaid
dividends (whether or not earned or declared), including any Additional
Dividends, to the date fixed for redemption thereof (the "Redemption Price")
(unless such proceeds are used to fund the aggregate Liquidation Distributions
on the Series A Preferred Securities in connection with the liquidation,
dissolution or winding-up of the Company). In case of such repayment, the Series
A Preferred Securities will be redeemed only when repayment of the Series A
Debentures has actually been received by the Company. Notwithstanding the
foregoing, the Series A Preferred Securities will not be so redeemed if (i) in
lieu of repaying the Series A Debentures at stated maturity or date of earlier
redemption, American General is permitted by the Company to exchange the Series
A Debentures for new Debentures or (ii) American General repays the Series A
Debentures at stated maturity or date of earlier redemption but is permitted by
the Company to reborrow the proceeds from such repayment which reborrowing will
be evidenced by new Debentures; provided, however, that the Company may only
permit American General to so exchange the Series A Debentures for new
Debentures or reborrow the proceeds from the repayment thereof if the Company
owns all of the Series A Debentures and the following conditions are satisfied
(which satisfaction, in the case of clauses (f) through (j), shall be determined
in the judgment of the Managing Member and the Company's financial advisor
(which will be selected by the Managing Member, and must be unaffiliated with
American General and be among the 30 largest investment banking firms, measured
by total capital, in the United States at the time of the proposed issuance of
the new Debentures that would evidence the new loan to be made in connection
with such exchange or reborrowing)): (a) American General is not bankrupt,
insolvent or in liquidation, (b) American General is not in default in the
payment of any interest (including Additional Interest, as defined in the
Indenture) or principal in respect of any Debentures, (c) American General has
made timely payments on the Series A Debentures for the immediately preceding 24
months (and has not elected to extend any interest payment period of the Series
A Debentures during such 24-month period), (d) such new Debentures will mature
no later than the earlier (1) the 49th anniversary of the date of the initial
issuance of the Series A Debentures and (2) the 30th anniversary of the date
such new Debentures are issued, (e) the Company is not in arrears in the payment
of any dividends (including Additional Dividends) on the Series A Preferred
Securities, (f) American General is expected to be able to make timely payment
of principal of and interest on such new Debentures, (g) the issuance of such
new Debentures is being made on terms, and under circumstances, that are
consistent with those which a lender would then require for a loan to an
unrelated party, (h) the interest rate on such new Debentures is sufficient to
provide payments equal to or greater than the amount of dividend payments
required under the Series A Preferred Securities, (i) the terms of such new
Debentures are consistent with market circumstances and American General's
financial condition and (j) immediately prior to the issuance of such new
Debentures, the senior unsecured long-term debt of American General is (or, if
no such debt is outstanding, would be) rated not less than BBB (or the
equivalent) by S&P and Baa2 (or the equivalent) by Moody's and the subordinated
unsecured long-term debt of American General (or, if more than one issue of such
subordinated debt is outstanding, the most junior of such issues) is (or, if no
such debt is outstanding, would be) rated not less than BBB- (or the equivalent)
by S&P and Baa3 by Moody's (or, if either of such rating organizations is not
then rating American General's senior or subordinated unsecured long-term debt,
as the case may be, then, in lieu

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<PAGE> 6

of the rating organization no longer rating American General's senior or
subordinated unsecured long-term debt, the equivalent of such ratings by any
other "nationally recognized statistical rating organization," as that term is
defined by the Securities and Exchange Commission for purposes of Rule 436(g)(2)
under the Securities Act).

(b) The Series A Preferred Securities shall be redeemable at
the option of the Company (subject to the prior consent of American General), in
whole or in part from time to time, on or after _____________, 2000 at the
Redemption Price. The Company may not redeem the Series A Preferred Securities
in part unless all accumulated and unpaid dividends (whether or not earned or
declared), including any Additional Dividends, have been paid in full on all
Series A Preferred Securities for all monthly dividend periods terminating on or
prior to the date of redemption. American General shall have the right to cause
the Company to exercise such redemption option.

(c) At any time after the occurrence of a Tax Event or an
Investment Company Event, the Company (subject to the prior consent of American
General) may, either (i) redeem, in whole but not in part, the Series A
Preferred Securities at the Redemption Price or (ii) exchange, in whole but not
in part, the Series A Preferred Securities for Series A Debentures having an
aggregate principal amount and accrued and unpaid interest equal to the
Redemption Price. Upon any such exchange, American General will use its best
efforts to have the Series A Debentures listed on the NYSE or, if the Series A
Preferred Securities are not then listed on the NYSE, such other exchange on
which the Series A Preferred Securities may then be listed. American General
shall have the right to cause the Company to exercise its right to effect any
such exchange for Series A Debentures.

(d) Subject to applicable law, American General or its
subsidiaries may at any time and from time to time purchase outstanding Series A
Preferred Securities by tender, in the open market or otherwise.

6. Redemption and Exchange Procedures. (a) Notice of any
redemption (optional or mandatory) of the Series A Preferred Securities (a
"Notice of Redemption") and notice of any exchange of the Series A Preferred
Securities for Series A Debentures (a "Notice of Exchange") shall be
irrevocable and shall be given by the Company by mail not fewer than 30 nor
more than 60 calendar days prior to the date fixed for redemption or exchange
thereof to American General and (i) with respect to a Notice of Redemption, to
each Holder of Series A Preferred Securities that are being redeemed and
(ii) with respect to a Notice of Exchange, to each Holder of Series A Preferred
Securities. For purposes of the calculation of the date of redemption or
exchange and the dates on which notices are given pursuant to this Section
6(a), a Notice of Redemption or Notice of Exchange shall be deemed to be given
on the day such notice is first mailed by first-class mail, postage prepaid, to
each appropriate Holder of Series A Preferred Securities. A Notice of
Redemption or Notice of Exchange shall be addressed to each appropriate Holder
of Series A Preferred Securities at the address of such Holder appearing in the
books and records of the Company. If all of the Series A Preferred Securities
are represented by Book-Entry Interests, Notices of Redemption or Notices of
Exchange shall be sent to the

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<PAGE> 7

Clearing Agency. No defect in the Notice of Redemption or Notice of Exchange or
in the mailing thereof with respect to any Series A Preferred Security shall
affect the validity of the redemption or exchange proceedings with respect to
any other Series A Preferred Security.

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<PAGE> 8

receive Series A Debentures upon surrender of certificates representing Series A
Preferred Securities.

7. Liquidation Rights. In the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company (other than
in connection with or after the exchange of the Series A Preferred Securities
for the Series A Debentures as set forth in Section 5(c)), the Holders of
Series A Preferred Securities then outstanding will be entitled to receive out
of the assets of the Company (including any Eligible Investments or amounts
deposited in the Eligible Investment Account) legally available for
distribution to Members, after satisfaction of liabilities of creditors as
required by the Delaware Act but before any distribution of assets is made with
respect to any Interest in the Company ranking junior to the Series A Preferred
Securities as to the distribution of assets upon such liquidation, dissolution
or winding-up of the Company, but together with Preferred Members holding
Preferred Securities or any other Interests in the Company then outstanding
ranking pari passu with the Series A Preferred Securities as to the
distribution of assets upon such liquidation, dissolution or winding-up of the
Company, an amount equal to the aggregate of the liquidation preference of
$25.00 per Series A Preferred Security plus all accumulated and unpaid
Dividends (whether or not earned or declared), including any Additional
Dividends, to the date of payment (the "Liquidation Distribution"). A merger,
consolidation, replacement, conveyance, transfer or lease in accordance with
the provisions of Section 2.8 of the Agreement shall not be deemed to be a
liquidation, dissolution or winding-up of the Company for purposes of this
Section 7.

8. Sinking Fund. The Series A Preferred Securities shall not be
subject to the operation of a retirement or sinking fund.

9. Guarantee of Liabilities. It shall be a condition precedent to
the issuance of the Series A Preferred Securities that American General execute
and deliver to the Company the Guarantee, the Indenture and the Series A
Debentures.

10. Book-Entry-Only Issuance. (a) The Depository Trust Company,
New York, New York ("DTC"), will initially act as the Clearing Agency. The
Series A Preferred Securities will be issued only as fully-registered securities
and will be initially registered in the name of Cede & Co. (DTC's partnership
nominee).

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<PAGE> 9

discontinue use of the system of book-entry transfers through DTC (or a
successor Clearing Agency), the Company at its expense shall cause certificates
for Series A Preferred Securities to be printed and delivered to the beneficial
owners of the Series A Preferred Securities as promptly as practicable.

(d) In the event that the Series A Preferred Securities do not
remain in book-entry-only form, the following provisions will apply:

11. Registrar and Transfer Agent. The Company hereby appoints
Chemical Mellon Shareholder Services, LLC as its initial registrar, transfer
agent and paying agent for the Series A Preferred Securities. The Company may
at any time designate an additional or substitute registrar, transfer agent and
paying agent for the Series A Preferred Securities.

12. Governing Law. This Written Action shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to the principles of conflict of laws thereof.

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<PAGE> 10

IN WITNESS WHEREOF, the undersigned Managing Member of the Company has
hereto set its hand as of the day and year first above written.

AMERICAN GENERAL DELAWARE
MANAGEMENT CORPORATION

By:
--------------------------
Name:
Title:

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<PAGE> 1
EXHIBIT 4(t)

AMERICAN GENERAL CORPORATION

RESOLUTIONS RELATING TO ____% SERIES A JUNIOR SUBORDINATED DEBENTURES
ADOPTED BY THE TERMS COMMITTEE

WHEREAS, American General Capital, L.L.C., a Delaware limited
liability company ("American General Capital"), proposes to issue its
_____________________ Preferred Securities, Series A (collectively, the
"Capital Series A Preferred Securities") and use the proceeds from the sale of
the Capital Series A Preferred Securities to purchase junior subordinated
debentures of the Company; and

Now, therefore, be it:

RESOLVED, that, upon receipt of the purchase price therefor, the
Company shall issue, sell and deliver a series of its junior subordinated
debentures pursuant to the Indenture.

RESOLVED, that the title, principal amount, interest rate, redemption
provisions, and other terms of such debentures to be fixed pursuant to Section
301 of the Indenture shall be as follows (capitalized terms appearing below
that are defined in the Indenture, but not defined herein, having the meanings
ascribed to them in the Indenture):

1. TITLE. Each of such debentures shall be designated as
"______% Series A Junior Subordinated Debenture" (collectively, the
"Subordinated Debentures") and each such Subordinated Debenture shall be
included in the series of Securities so designated.

2. PRINCIPAL AMOUNT. The aggregate principal amount of the
Subordinated Debentures which may be authenticated and delivered pursuant to
these resolutions shall be limited to $______________________ or, if and to the
extent that the underwriters underwriting the sale of the Capital Series A
Preferred Securities exercise their overallotment option with respect thereto,
then such aggregate principal amount of Subordinated Debentures shall be up to
$___________ (except, in each case, for Subordinated Debentures authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Subordinated Debentures pursuant to Section 304, 305, 306, 907 or
1107 of the Indenture).

<PAGE> 2
3. MATURITY DATE. The principal of the Subordinated Debentures
shall be payable (together with any accrued and unpaid interest thereon,
including Additional Interest, as defined in Section 6, if any) on the earlier
of (a) _________, 2025 (subject to the Company's right to exchange the
Subordinated Debentures for new Securities or to redeem or repay the
Subordinated Debentures and reborrow the proceeds from such redemption or
repayment upon the terms and subject to the conditions set forth in Section
11), or (b) the date upon which American General Capital is liquidated,
dissolved or wound-up; provided, however, that, if all the Capital Series A
Preferred Securities are exchanged for Subordinated Debentures (a "Capital
Special Event Exchange") in the manner set forth in Section 5(c)(ii) of the
Written Action, dated ______________, 1995 (the "Capital Written Action"), of
the Managing Member of American General Capital establishing the Capital Series
A Preferred Securities, then (i) the Subordinated Debentures will mature on the
date set forth in clause (a), notwithstanding that American General Capital may
have liquidated, dissolved or wound-up in connection with or after such Capital
Special Event Exchange and (ii) the Subordinated Debentures will not thereafter
be subject to an election by the Company pursuant to Section 11 hereof to
exchange the Subordinated Debentures for new Securities or to redeem or repay
the Subordinated Debentures and reborrow the proceeds from such redemption or
repayment.

4. INTEREST RATE; INTEREST PAYMENT DATES. The Subordinated
Debentures shall bear interest at the rate of _______ % per annum; interest
shall accrue from ______________, 1995 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for; the Interest Payment
Dates on which such interest shall be payable shall be the last day of each
calendar month of each year, commencing June 30, 1995, until the principal is
paid in full or such payment is duly provided for; and the Regular Record Date
for the interest payable upon any such Interest Payment Date shall be the
Business Day next preceding such Interest Payment Date; provided, however, that
if the Subordinated Debentures are not in book-entry-only form during any
period following a Capital Special Event Exchange, the Regular Record Date for
any Interest Payment Date within such period shall be the fifteenth day of the
month in which such Interest Payment Date occurs. If any date on which
interest is payable on the Subordinated Debentures is not a Business Day, then
the payment of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case as with the same force and
effect as if made on such date.

5. EXTENSION OF AN INTEREST PAYMENT PERIOD. The Company shall
have the right, at any time and from time to time during the term of the
Subordinated Debentures, to extend the interest payment period to a period
ending on the last day of a calendar month (an "Extension Period") not
exceeding 60 consecutive months, but in no event beyond the date of Stated
Maturity or the Redemption Date of the Subordinated Debentures. During an
Extension Period, interest will continue to accrue and compound monthly in the
manner set forth in Section 6 below. Prior to the termination of any Extension
Period of less than 60 consecutive months, the Company may further extend the
interest payment period, provided that such Extension Period may not exceed 60
consecutive months and may not extend beyond the date of Stated Maturity or the
Redemption Date of the Subordinated

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<PAGE> 3
Debentures. Upon the termination of any Extension Period and the payment of
all accrued and unpaid interest (including Additional Interest) then due, the
Company may select a new Extension Period, subject to the above requirements.
No interest shall be due during an Extension Period until the end of such
period. Such interest shall be due and payable on the Interest Payment Date
which is the last day of the Extension Period. The Regular Record Date for the
interest payable on such Interest Payment Date shall be the Business Day next
preceding such Interest Payment Date, provided that if the Subordinated
Debentures are not in book-entry-only form during any period following a
Capital Special Event Exchange, the Regular Record Date for such payment shall
be the 15th day of the month in which such Interest Payment Date occurs.

At any time prior to a Capital Special Event Exchange and if any
Capital Series A Preferred Securities are then outstanding, the Company shall
give American General Capital notice of its selection of an Extension Period at
least one Business Day prior to the earlier of (i) the date that dividends on
the Capital Series A Preferred Securities are payable or (ii) the date on which
American General Capital is required to give notice of the record or payment
date of any dividend payable on the Capital Series A Preferred Securities to
the New York Stock Exchange ("NYSE") or other applicable self-regulatory
organization or to holders of the Capital Series A Preferred Securities, but in
any event not less than one Business Day prior to such record date. After any
Capital Special Event Exchange, the Company shall give the holders of the
Subordinated Debentures notice of its selection of an Extension Period not less
than two Business Days prior to the Regular Record Date for the first Interest
Payment Date for which such Extension Period will be effective. In each case,
the Company shall give the Trustee notice of its selection of an Extension
Period not later than the Business Day such notice is required to be given to
American General Capital or the Holders of the Subordinated Debentures, as the
case may be, pursuant to the preceding provisions of this paragraph.

Notice of the Company's extension of an Extension Period shall be
given prior to the then scheduled end of such Extension Period in a manner
similar to the notice given in connection with the selection of an Extension
Period.

6. ADDITIONAL INTEREST. Interest shall accrue at the rate of
____% per annum on any interest on the Subordinated Debentures that is not paid
during an Extension Period. Such interest shall compound monthly. The Company
shall pay such interest, to the fullest extent permitted by applicable law, on
the Interest Payment Date which is the last day of the Extension Period.
Additionally, if at any time prior to a Capital Special Event Exchange,
American General Capital shall be required to pay, with respect to the income
it derives from the interest payments on the Subordinated Debentures, any
amounts for or on account of any taxes, duties, assessments or governmental
charges of whatever nature imposed by the United States (other than withholding
taxes), or any other taxing authority, then, in any such case, the Company
shall pay, to the fullest extent permitted by applicable law, as additional
interest such additional amounts (the "Additional Amounts") as may be necessary
in order that the net amounts received and retained by American General Capital
with respect to interest payments on the Subordinated Debentures, after the
payment of such taxes, duties, assessments or governmental charges (including
such taxes, duties, assessments or governmental charges payable with respect to
Additional Amounts), shall

3
<PAGE> 4

result in American General Capital's having such funds as it would have had in
the absence of the payment of such taxes, duties, assessments or governmental
charges. Such Additional Amounts shall be payable when the related interest
payment on the Subordinated Debentures is due except that, if the existence or
applicability of such taxes, duties, assessments or governmental charges is not
known by the Company at the time of such interest payment, then on the Interest
Payment Date immediately preceding the date on which American General Capital
proposes to pay such taxes, duties, assessments or charges. The amounts of
interest payable to effect monthly compounding on the Subordinated Debentures
pursuant to the first three sentences of this Section 6, together with any such
Additional Amounts, are referred to herein as "Additional Interest."

In addition to the Additional Interest, the Company shall be required
to pay interest, at a rate borne by the Subordinated Debentures, on any
principal or premium that is not paid when due and, to the extent that payment
of such interest is lawful, interest on overdue installments of interest (which
shall not include interest not paid because of an extension of an interest
payment period).

7. PLACE OF PAYMENT. The Trustee is hereby appointed as the
initial sole Paying Agent for the Subordinated Debentures. The principal of
and interest (including any Additional Interest) on the Subordinated Debentures
shall be payable at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York; provided, however, that, at the option of the
Company, payment of interest may be made (a) by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or (b) subject to the procedures of the Paying Agent, by wire transfer
in immediately available funds at such place and to such account maintained at a
bank located in the United States as may be designated by the Person entitled
thereto as specified in the Security Register.

8. SPECIAL EVENT REDEMPTION. At any time after the occurrence of
a Tax Event or an Investment Company Event (each as hereafter defined and each
constituting a "Capital Special Event") and prior to a Capital Special Event
Exchange, the Subordinated Debentures shall be subject to redemption, at the
option of the Company, in whole but not in part, at a cash Redemption Price
equal to the unpaid principal amount thereof, without premium or penalty, plus
any accrued and unpaid interest (including any Additional Interest) thereon to
the Redemption Date.

"Tax Event" means that a change in any applicable United States law or
regulation or in the interpretation thereof (including but not limited to the
enactment or imminent enactment of any legislation, the publication of any
judicial decisions, regulatory rulings, regulatory procedures, or notices or
announcements (including notices or announcements of intent to adopt such
procedures or regulations), or a change in the official position or the
interpretation of any law or regulation by any legislative body, court
governmental authority or regulatory body, irrespective of the manner in which
such change is made known) shall have occurred after ______________, 1995, and
that American General Capital or the Company shall have received an opinion of
nationally recognized independent legal counsel experienced in such matters
that, as a result of such change, there exists more than an insubstantial risk
that (i) American General Capital will be subject to federal income tax

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<PAGE> 5
with respect to the interest received on the Subordinated Debentures, (ii) the
Company will be precluded from deducting the interest paid on the Subordinated
Debentures for federal income tax purposes or (iii) American General Capital
will be subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

"Investment Company Event" means that a change in any applicable
United States law or regulation or in the interpretation thereof (including but
not limited to the enactment or imminent enactment of any legislation, the
publication of any judicial decisions, regulatory rulings, regulatory
procedures, or notices or announcements (including notices or announcements of
intent to adopt such procedures or regulations), or a change in the official
position or the interpretation of any law or regulation by any legislative
body, court, governmental authority or regulatory body, irrespective of the
manner in which such change is made known) shall have occurred after
_________________, 1995, and that American General Capital or the Company shall
have received an opinion of nationally recognized independent legal counsel
experienced in practice under the Investment Company Act of 1940, as amended
(the "1940 Act"), that, as a result of such change, there exists more than an
insubstantial risk that American General Capital is or will be considered an
"investment company" which is required to be registered under the 1940 Act.

9. MANDATORY REDEMPTION.

(a) If, prior to a Capital Special Event Exchange, American
General Capital redeems any Capital Series A Preferred Securities in accordance
with the terms thereof, then the Subordinated Debentures shall be due and
payable and shall be redeemed by the Company in an aggregate principal amount
equal to the aggregate stated liquidation preference of the Capital Series A
Preferred Securities so redeemed at a cash Redemption Price equal to the unpaid
principal amount of the Subordinated Debentures so redeemed, without premium or
penalty, plus any accrued and unpaid interest (including any Additional
Interest) thereon to the Redemption Date. Any redemption pursuant to this
Section shall be made prior to 12:00 noon, New York time, on the date of such
redemption of the Capital Series A Preferred Securities (or at such other time
on such earlier date as the Company and American General Capital shall agree).

(b) In the case of a redemption pursuant to this Section 9, the
Company shall, at least one Business Day prior to the Redemption Date, notify
the Trustee of such Redemption Date and of the principal amount of the
Subordinated Debentures to be redeemed. If the related redemption of Capital
Series A Preferred Securities does not occur, then such redemption of the
Subordinated Debentures shall be of no force and effect, notwithstanding the
giving of such notice of redemption.

10. OPTIONAL REDEMPTION.

(a) The Subordinated Debentures shall be subject to redemption, at
the option of the Company, in whole or in part, at any time or from time to
time on or after _______________, 2000 at a cash Redemption Price equal to the
unpaid principal amount thereof, without premium or penalty, plus any accrued
and unpaid interest (including any Additional Interest) thereon to the
Redemption Date.

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<PAGE> 6

(b) If, prior to a Capital Special Event Exchange, the Company or
any of its Subsidiaries acquires any Capital Series A Preferred Securities by
tender, in the open market or otherwise, then the Subordinated Debentures shall
be subject to redemption, at the option of the Company, in an aggregate
principal amount not to exceed the aggregate stated liquidation preference of
the Capital Series A Preferred Securities so purchased, at a cash Redemption
Price equal to the unpaid principal amount thereof, without premium or penalty,
plus any accrued and unpaid interest (including any Additional Interest)
thereon to the Redemption Date.

(c) If at any time prior to a Capital Special Event Exchange the
Company is, or in the opinion of nationally recognized independent legal
counsel would be, required to pay Additional Interest with respect to the
Subordinated Debentures (other than Additional Interest required in order to
provide for monthly compounding on the Subordinated Debentures), then the
Company shall have the right to redeem the Subordinated Debentures, in whole
but not in part, at a cash Redemption Price equal to the unpaid principal
amount thereof, without premium or penalty, plus any accrued and unpaid
interest (including any Additional Interest) thereon to the Redemption Date.

11. REBORROWING OR EXCHANGE.

(a) Notwithstanding the provisions of Sections 3, 8, 9 and 10,
prior to a Capital Special Event Exchange, the Company may, with American
General Capital's consent, (i) in lieu of repaying the Subordinated Debentures
when due (either at Stated Maturity, earlier redemption or otherwise, but
excluding any payment due resulting from the acceleration of the maturity of
the Subordinated Debentures upon the occurrence of an Event of Default under
the Indenture), or optionally redeeming the Subordinated Debentures, exchange
such Subordinated Debentures for new Securities with an equal aggregate
principal amount or (ii) if the Company repays such Subordinated Debentures
when due or optionally redeems such Subordinated Debentures, reborrow from
American General Capital the proceeds from such repayment or redemption, which
reborrowing shall be evidenced by new Securities; provided, however, that the
Company may not so exchange the Subordinated Debentures for new Securities or
reborrow the proceeds from the repayment or redemption thereof unless American
General Capital owns all of such Subordinated Debentures and the following
conditions are satisfied (which satisfaction, in the case of clauses (6)
through (10), shall be determined in the judgment of the Managing Member of
American General Capital and American General Capital's financial advisor
selected by such Managing Member and who shall be unaffiliated with the Company
and shall be among the 30 largest investment banking firms, measured by total
capital, in the United States at the time of the issuance of the new Securities
that will evidence the new loan to be made in connection with such exchange or
reborrowing):

(1) the Company is not bankrupt, insolvent or in
liquidation,

(2) the Company is not in default in the payment of any
interest (including Additional Interest) or principal in respect of
any Securities under the Indenture,

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(3) the Company has made timely payments on the
Subordinated Debentures for the immediately preceding 24 months (and
has not elected to extend any interest payment period of the
Subordinated Debentures during such 24-month period),

(4) such new Securities will mature no later than the
earlier of (A) the 49th anniversary of the date of the initial
issuance of the Subordinated Debentures and (B) the 30th anniversary
of the date such new Securities are issued,

(5) American General Capital is not in arrears in the
payment of any dividends (including Additional Dividends) on the
Capital Series A Preferred Securities,

(6) the Company is expected to be able to make timely
payment of the principal of and the interest on such new Securities,

(7) the issuance of such new Securities is being made on
terms, and under circumstances, that are consistent with those which a
lender would then require for a loan to an unrelated party,

(8) the interest rate on such new Securities is
sufficient to provide payments equal to or greater than the amount of
dividend payments required under the Capital Series A Preferred
Securities,

(9) the terms of such new Securities are consistent with
market circumstances and the Company's financial condition, and

(10) immediately prior to the issuance of such new
Securities, the senior unsecured long-term debt of the Company is (or,
if no such debt is outstanding, would be) rated not less than BBB (or
the equivalent) by Standard & Poor's Corporation and Baa2 (or the
equivalent) by Moody's Investors Service, Inc. and the subordinated
unsecured long-term debt of the Company (or, if more than one issue of
such subordinated debt is outstanding, the most junior of such issues)
is (or, if no such debt is outstanding, would be) rated not less than
BBB- (or the equivalent) by Standard & Poor's Corporation and Baa3 by
Moody's Investors Service, Inc. (or, if either of such rating
organizations is not then rating the Company's senior or subordinated
unsecured long-term debt, as the case may be, the equivalent of such
ratings by any other "nationally recognized statistical rating
organization," as that term is defined by the Securities and Exchange
Commission for purposes of Rule 436(g)(2) under the Securities Act of
1933, as amended).

(b) If the Company elects to exercise its option to exchange new
Securities for Subordinated Debentures pursuant to clause (i) of Section 11(a),
then, no later than 15 Business Days prior to the Stated Maturity or Redemption
Date of the Subordinated Debentures to be exchanged (or, if such exchange is to
be made in lieu of an optional redemption, then no later than 15 Business Days
before the proposed date of exchange), the Company shall deliver a notice
stating that it elects to exercise such option to the

7
<PAGE> 8

Trustee and to American General Capital. If the Company desires to reborrow
the proceeds of the repayment or redemption of the Subordinated Debentures
pursuant to clause (ii) of Section 11(a), then the Company will deliver a
notice stating that desire to the Trustee and American General Capital at any
time before or after such repayment or redemption. The Company shall specify
in each such notice the date (the "Refunding Date") on which an exchange or
reborrowing is to occur and each such notice shall be accompanied by an
Officers' Certificate stating that the conditions to such exchange or
reborrowing contained in this Section 11 have been satisfied. If American
General Capital consents to such exchange or reborrowing (as evidenced by a
notice to the Company and the Trustee to that effect), then the Company shall,
on or prior to the Refunding Date, furnish to the Trustee a Company Order for
the authentication and delivery of the Securities which are to be issued in
exchange for the Subordinated Debentures or which are to evidence the
reborrowing, together with (i) the Securities which are to be authenticated,
(ii) the Board Resolutions and Officers' Certificate or supplemental indenture
or other instrument with respect to such Securities referred to in Sections 201
and 301 of the Indenture, and (iii) if required by the Trustee, the Opinion of
Counsel and other documents referred to in clauses (1), (2) and (3) of Section
303 of the Indenture.

(c) In the case of an exchange of new Securities for the
Subordinated Debentures pursuant to clause (i) of Section 11(a), on the
Refunding Date, the Company shall deliver the new Securities, authenticated by
the Trustee or an Authenticating Agent, to American General Capital in exchange
for the Subordinated Debentures held by American General Capital. Such
Subordinated Debentures shall be cancelled by the Trustee and, on the Refunding
Date, all rights of American General Capital, as Holder of the Subordinated
Debentures, shall cease.

12. CERTAIN PROVISION APPLICABLE AFTER A CAPITAL SPECIAL EVENT
EXCHANGE.

(a) If, immediately prior to any Capital Special Event Exchange,
the Capital Series A Preferred Securities are represented by one or more global
securities held by The Depository Trust Company ("DTC") or any successor
securities depository or their respective nominees, then (a) DTC or such
successor shall act as (and is hereby appointed) the Depository for the
Subordinated Debentures, and (b) the Subordinated Debentures exchanged for the
Capital Series A Preferred Securities upon such Capital Special Event Exchange
shall be represented by one or more global Subordinated Debentures registered
in the name of DTC or such successor securities depository or their respective
nominees.

(b) After the date fixed for a Capital Special Event Exchange, any
certificates representing Capital Series A Preferred Securities not held by DTC
or any successor securities depository or their respective nominees and not
surrendered for exchange shall be deemed to represent Subordinated Debentures
having a principal amount and accrued and unpaid interest equal to the
liquidation preference plus accrued and unpaid dividends of such Capital Series
A Preferred Securities until such certificates are surrendered to the agent
named in the Capital Written Action for exchange in accordance with the terms
of the Capital Special Event Exchange. Notwithstanding the foregoing, until
such certificates are so surrendered, no payments of interest or principal will
be made with respect to such Subordinated Debentures.

8
<PAGE> 9

13. LISTING. If the Capital Series A Preferred Securities are
listed on the NYSE or another national securities exchange at the time of the
distribution of the Subordinated Debentures pursuant to a Capital Special Event
Exchange, then, prior to such distribution, the Company shall use its best
efforts to cause the Subordinated Debentures to be listed on the NYSE or such
other exchange on which the Capital Series A Preferred Securities are then
listed.

14. REGISTRAR. The Subordinated Debentures may be surrendered for
registration of transfer or exchange at the Corporate Trust Office of the
Trustee and any notices or demands at or upon the Company in respect of the
Subordinated Debentures and the Indenture may be presented at that office.

15. FORM. The certificates evidencing the Subordinated Debentures
shall be substantially in the form attached hereto as Annex A, with such
changes as the officer executing the same shall approve, such approval to be
evidenced by such officer's manual or facsimile signature.

16. TRANSFERABILITY. Prior to a Capital Special Event Exchange,
the Subordinated Debentures may not be transferred by American General Capital
without the Company's prior consent. The Subordinated Debentures may be
distributed to the holders of the Capital Series A Preferred Securities upon
the occurrence of a Tax Event or an Investment Company Event only upon the
written consent of the Company.

17. DENOMINATION. The Subordinated Debentures shall be issuable
in denominations of $25 and any integral multiple thereof.

9
<PAGE> 10
ANNEX A

FORM OF FACE OF SUBORDINATED DEBENTURE

AMERICAN GENERAL CORPORATION

___% Series A Junior Subordinated Debenture

No._________ $___________

American General Corporation, a corporation duly organized and
existing under the laws of the State of Texas (herein called the "Company",
which term includes any successor under the Indenture referred to on the
reverse side), for value received, hereby promises to pay to
_____________________________, or registered assigns, the principal sum of
_________ Dollars on the earlier of (i) ____________, 2025 (subject to the
Company's right to exchange this Subordinated Debenture for a new Security or
to redeem or repay this Subordinated Debenture and reborrow the proceeds from
such redemption or repayment upon the terms and subject to the conditions set
forth in the Indenture and on the reverse hereof) or (ii) the date upon which
American General Capital, L.L.C., a Delaware limited liability company (herein
called "American General Capital"), is liquidated, dissolved or wound-up;
provided, however, that if all the _______________ Preferred Securities, Series
A, of American General Capital (herein called the "Capital Series A Preferred
Securities") are exchanged (herein called a "Capital Special Event Exchange")
for Subordinated Debentures (as defined on the reverse side) in accordance with
the terms of the Capital Series A Preferred Securities, (i) this Subordinated
Debenture will mature on _________________, 2025, notwithstanding that American
General Capital may have liquidated, dissolved or wound-up in connection with
or after such Capital Special Event Exchange, and (ii) this Subordinated
Debenture will not thereafter be subject to an election by the Company to
exchange this Subordinated Debenture for new Securities or to redeem or repay
this Subordinated Debenture and reborrow the proceeds from such redemption or
repayment. The Company also agrees to pay interest on the principal hereof at
the rate of ____% per annum from ______________, 1995 (or from the most recent
Interest Payment Date, as hereinafter defined, to which interest has been paid
or duly provided for), payable monthly in arrears on the last day of each
calendar month of each year (each an "Interest Payment Date"), commencing June
30, 1995, until the principal hereof is paid or made available for payment. To
the fullest extent permitted by applicable law, interest will accrue at the
rate of ____% per annum on any interest installment that is not paid at the end
of any monthly interest period, compounded monthly (herein, together with the
Additional Amounts referred to in the Indenture, called "Additional Interest").
The amount of interest payable for any period shall be computed on the basis of
a 360 day year consisting of twelve 30-day months and, for any period shorter
than a full monthly interest payment period, will be computed on the basis of
the actual number of days elapsed in such period. If any date on which
interest is payable on this Subordinated Debenture is not a Business Day, then
the

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<PAGE> 11

payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. A "Business Day" shall mean any day other than a Saturday, Sunday
or other day on which banking institutions in New York City are authorized or
obligated by law or executive order to close. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Subordinated
Debenture (or one or more Predecessor Securities, as defined in the Indenture)
is registered at the close of business on the Regular Record Date for such
Interest Payment Date. The Regular Record Date shall be the Business Day next
preceding such Interest Payment Date, provided that if the Subordinated
Debentures are not in book-entry-only form during any period following a Capital
Special Event Exchange, the Regular Record Date for any Interest Payment Date
within such period shall be the 15th day of the month in which such Interest
Payment Date occurs. Any such interest not so punctually paid or duly provided
for (other than by reason of the following paragraph) will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Subordinated Debenture (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in such
Indenture.

The Company shall have the right, at any time and from time to time,
to extend the interest payment period hereof to a period ending on the last day
of a calendar month (herein called an "Extension Period") not exceeding 60
consecutive months, but in no event beyond the date of Stated Maturity or the
Redemption Date of this Subordinated Debenture. During an Extension Period,
interest will continue to accrue and compound monthly. Prior to the
termination of any Extension Period of less than 60 consecutive months, the
Company may further extend the interest payment period hereof, provided that
such Extension Period may not exceed 60 consecutive months and may not extend
beyond the date of Stated Maturity or the Redemption Date of this Subordinated
Debenture. Upon the termination of any Extension Period and the payment of all
accrued and unpaid interest (including any Additional Interest) then due, the
Company may select a new Extension Period, subject to the above requirements.
No interest shall be due during an Extension Period until the end of such
period. Such interest shall be due and payable on the Interest Payment Date
which is the last day of the Extension Period to the Person in whose name this
Subordinated Debenture is registered on the Regular Record Date for such
Interest Payment Date.

Payment of the principal of and interest on this Subordinated
Debenture will be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest may be made (i) by check mailed to the

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<PAGE> 12

address of the Person entitled thereto as such address shall appear in the
Security Register or (ii) subject to the procedures of the Paying Agent, by
wire transfer in immediately available funds at such place and to such account
at a bank located in the United States as may be designated by the Person
entitled thereto as specified in the Security Register.

Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Subordinated Debenture shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: ___________ __, _______

AMERICAN GENERAL CORPORATION

By:_________________________
Name:
Title:

[SEAL]

Attest:_______________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

CHEMICAL BANK

As Trustee

By:______________________________
Authorized Officer

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<PAGE> 13
FORM OF REVERSE OF SUBORDINATED DEBENTURE

This Subordinated Debenture is one of a duly authorized issue of
Securities of the Company, designated as its ___% Series A Junior Subordinated
Debentures (herein called the "Subordinated Debentures"), limited in aggregate
principal amount to $____________ (or up to _________ aggregate principal
amount if and to the extent that the over-allotment option granted to the
underwriters for the sale of the Capital Series A Preferred Securities is
exercised), issued and to be issued under an Indenture, dated as of
_____________ (herein called the "Indenture"), between the Company and Chemical
Bank, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture). Reference is made to the Indenture and
all indentures supplemental thereto (including the Board Resolution setting
forth the terms of this series of Securities) for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee, the holders of Senior Indebtedness and the Holders of the
Subordinated Debentures and other series of Securities which may be issued
pursuant to the Indenture and of the terms upon which the Securities are, and
are to be, authenticated and delivered. All terms used in this Subordinated
Debenture which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.

The indebtedness evidenced by this Subordinated Debenture, including
all principal and interest (including Additional Interest), is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Subordinated
Debenture is issued subject to the provisions of the Indenture with respect
thereto. The Holder of this Subordinated Debenture, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the Trustee his
attorney-in-fact for any and all such purposes.

If an Event of Default with respect to the Subordinated Debentures
shall occur and be continuing, the principal of the Subordinated Debentures may
be declared due and payable in the manner and with the effect provided in the
Indenture.

The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Subordinated Debentures under the
Indenture at any time by the Company and the Trustee with, in some cases, the
consent of the Holders of a majority in aggregate principal amount of the
Subordinated Debentures at the time Outstanding and, in other cases, without
the consent of any Holders. This Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Subordinated
Debentures, on behalf of the Holders of all Subordinated Debentures, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver shall be conclusive and binding upon the Holder of this Subordinated
Debenture and upon all future Holders of this Subordinated Debenture and of any
Subordinated Debenture issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent is
made upon this Subordinated Debenture or thereon.

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<PAGE> 14

The Subordinated Debentures are subject to redemption, at the option
of the Company, in whole or in part, at any time or from time to time on or
after ________________, 2000, at a Redemption Price equal to the unpaid
principal amount thereof, without premium or penalty, plus any accrued and
unpaid interest (including any Additional Interest) thereon to the Redemption
Date. If American General Capital redeems the Capital Series A Preferred
Securities in accordance with the terms thereof, the Subordinated Debentures
shall be due and payable and shall be redeemed by the Company in an aggregate
principal amount equal to the aggregate stated liquidation preference of the
Capital Series A Preferred Securities so redeemed at a Redemption Price equal
to the unpaid principal amount of the Subordinated Debentures so redeemed,
without premium or penalty, plus any accrued and unpaid interest (including any
Additional Interest) thereon to the Redemption Date.

The Company also has the right to redeem the Subordinated Debentures,
in whole, at a Redemption Price equal to the principal amount thereof, without
premium or penalty plus any accrued and unpaid interest (including any
Additional Interest) thereon to the Redemption Date if a Tax Event or an
Investment Company Event, as defined in the Indenture, shall have occurred. If
at any time prior to a Capital Special Event Exchange the Company is, or in the
opinion of nationally recognized independent legal counsel would be, required
to pay Additional Interest with respect to the Subordinated Debentures (other
than Additional Interest required in order to provide for monthly compounding
on the Subordinated Debentures), the Company shall have the right to redeem the
Subordinated Debentures, in whole but not in part, at a Redemption Price equal
to the principal amount thereof, without premium or penalty, plus any accrued
and unpaid interest (including any Additional Interest) thereon to the
Redemption Date.
</R

In addition, if the Company or any of its Subsidiaries acquires any
Capital Series A Preferred Securities by tender, in the open market or
otherwise, the Company shall have the right to redeem the Subordinated
Debentures, in an aggregate principal amount not to exceed the aggregate stated
liquidation preference of the Capital Series A Preferred Securities so
purchased, at a Redemption Price equal to the principal amount thereof, plus
any accrued and unpaid interest (including any Additional Interest) thereon to
the Redemption Date.

Notwithstanding any other provision of this Subordinated Debenture,
prior to a Capital Special Event Exchange, the Company may, with American
General Capital's consent and if the conditions stated in the Indenture have
been satisfied, in lieu of repaying this Subordinated Debenture when due
(either at Stated Maturity, earlier redemption or otherwise, but excluding any
payment due as a result of the acceleration of the maturity of this
Subordinated Debenture upon the occurrence of an Event of Default under the
Indenture), or optionally redeeming this Subordinated Debenture, exchange this
Subordinated Debenture for a new Security issued under the Indenture with an
equal aggregate principal amount or, if the Company repays this Subordinated
Debenture when due or optionally redeems this Subordinated Debenture, reborrow
from American General Capital the proceeds from such repayment or redemption,
which reborrowing shall be evidenced by a new Security.

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<PAGE> 15

As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Subordinated Debenture is registrable in
the Security Register, upon surrender of this Subordinated Debenture for
registration of transfer at the office or agency of the Trustee in New York
City, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Subordinated Debentures, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees; provided, however, that prior to a Capital Special Event Exchange,
this Subordinated Debenture may not be transferred without the written consent
of the Company.

The Subordinated Debentures are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations set forth therein,
Subordinated Debentures are exchangeable for a like aggregate principal amount
of Subordinated Debentures of a different authorized denomination, as requested
by the Holder surrendering the same.

Prior to due presentment of this Subordinated Debenture for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Subordinated Debenture
is registered as the owner hereof for all purposes, whether or not this
Subordinated Debenture be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of the principal of or
interest (including Additional Interest, if any) on this Subordinated
Debenture, or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

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<PAGE> 1
EXHIBIT 5

[VINSON & ELKINS LETTERHEAD]

May 17, 1995

American General Corporation
2929 Allen Parkway
Houston, Texas 77019-2155

American General Delaware, L.L.C.
c/o American General Delaware
Management Corporation
2099 South Dupont Avenue
Dover, Delaware 19901

American General Capital, L.L.C.
c/o American General Delaware
Management Corporation
2099 South Dupont Avenue
Dover, Delaware 19901

Ladies and Gentlemen:

We have acted as counsel to American General Corporation, a Texas
corporation ("American General"), American General Delaware, L.L.C., a Delaware
limited liability company ("American General Delaware"), and American General
Capital, L.L.C., a Delaware limited liability company ("American General
Capital", and together with American General Delaware, the "American General
LLCs"), in connection with the preparation of the Registration Statement on
Form S-3 (Registration Nos. 33-58317, 33-58317-01 and 33-58317-02) (such
Registration Statement, as amended at the effective date thereof being referred
to herein as the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to (a) American General's (i)
unsecured debt securities ("Debt Securities"), in one or more series, which may
be senior, senior subordinated or junior subordinated in priority of payment,
any of which may be convertible or exchangeable into common stock, par value
$.50 per share, of American General ("Common Stock"), preferred stock, par
value $1.50 per share, of American General ("Preferred Stock"), other Debt
Securities or Warrants (as hereinafter defined); (ii) warrants to purchase Debt
Securities ("Debt Warrants"); (iii) shares of Preferred Stock, which may
<PAGE> 2
American General Corporation
American General Delaware, L.L.C.
American General Capital, L.L.C.
Page 2
May 17, 1995

be convertible into shares of Common Stock or exchangeable for Debt Securities;
(iv) warrants to purchase Preferred Stock ("Preferred Stock Warrants"); (v)
shares of Common Stock; (vi) warrants to purchase Common Stock ("Common Stock
Warrants" and, together with the Debt Warrants and the Preferred Stock
Warrants, the "Warrants"); and (vii) guarantees ("Guarantees") of LLC Preferred
Securities (as hereinafter defined); and (b) preferred limited liability
company interests, in one or more series, of American General Delaware and
American General Capital ("LLC Preferred Securities" and, together with the
Debt Securities, Preferred Stock, Common Stock, Warrants and Guarantees, the
"Securities"), which LLC Preferred Securities may be convertible into or
exchangeable for Debt Securities, Preferred Stock or Common Stock, which
Securities may be issued from time to time pursuant to Rule 415 under the
Securities Act for an aggregate initial offering price not to exceed
$1,250,000,000.

Each share of Common Stock has attached thereto (unless the
Distribution Date, as such term is defined in that certain Rights Agreement,
dated as of July 27, 1989, as amended, between the Company and First Chicago
Trust Company of New York, as Rights Agent (the "Rights Agreement"), shall have
occurred, or such Rights shall have expired or been redeemed) one Right to
purchase one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $1.50 per share, of American General.

We have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Restated Articles of Incorporation
and Bylaws of American General, each as amended to the date hereof, (ii) the
Senior Indenture (the "Senior Indenture") between American General and Chemical
Bank, as Trustee, in the form included as an exhibit to the Registration
Statement, (iii) the Subordinated Indenture (the "Subordinated Indenture")
between American General and Chemical Bank, as Trustee, in the form included as
an exhibit to the Registration Statement, (iv) the Indenture (the "Junior
Subordinated Indenture") between American General and Chemical Bank, as
Trustee, in the form included as an exhibit to the Registration Statement, (v)
the Certificate of Formation and the Amended and Restated Limited Liability
Company Agreement of American General Delaware, each in the form included as an
exhibit to the Registration Statement, (vi) the Certificate of Formation and
the Amended and Restated Limited Liability Company Agreement of American General
Capital, each in the form included as an exhibit to the Registration Statement,
(vii) the Guarantees, in the forms included as exhibits to the Registration
Statement, and (viii) such other certificates, statutes and other instruments
and documents as we considered appropriate for purposes of the opinions
hereafter expressed.

In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; (ii) a Prospectus Supplement will have
been prepared and filed with the
<PAGE> 3
American General Corporation
American General Delaware, L.L.C.
American General Capital, L.L.C.
Page 3
May 17, 1995

Commission describing the Securities offered thereby; (iii) all Securities will
be issued and sold in compliance with applicable federal and state securities
laws and in the manner stated in the Registration Statement and the applicable
Prospectus Supplement; (iv) a definitive purchase, underwriting or similar
agreement with respect to any Securities offered will have been duly authorized
and validly executed and delivered by American General and/or the applicable
American General LLC and the other parties thereto; and (v) any Securities
issuable upon conversion, exchange or exercise of any Security being offered
will have been duly authorized, created and, if appropriate, reserved for
issuance upon such conversion, exchange or exercise.

Based on the foregoing, we are of the opinion that:

1. American General has been duly incorporated and is validly
existing and in good standing under the laws of the State of Texas.

2. American General Delaware and American General Capital have
each been duly formed and are validly existing as limited liability companies
under the laws of the State of Delaware.

3. With respect to Debt Securities to be issued under the Senior
Indenture, when (i) the Senior Indenture has been duly qualified under the
Trust Indenture Act of 1939, as amended (the "TIA"); (ii) the Board of
Directors of American General or, to the extent permitted by Article 2.36 of
the Texas Business Corporation Act (the "TBCA"), a duly constituted and acting
committee thereof (such Board of Directors or committee being referred to
herein as the "Board") has taken all necessary corporate action to approve the
issuance and terms of such Debt Securities, the terms of the offering thereof
and related matters; (iii) the terms of such Debt Securities and of their
issuance and sale have been established so as not to violate any applicable law
or result in a default under or breach of any agreement or instrument binding
upon American General and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over American
General; and (iv) such Debt Securities have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Senior Indenture
and either (a) in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration provided for therein, or (b) upon exercise or conversion of any
other Security, in accordance with the terms of such Security or the instrument
governing such Security providing for such exercise or conversion as approved
by the Board, for the consideration approved by the Board, such Debt Securities
will be legally issued and will constitute valid and binding obligations of
American General, enforceable against American General in accordance with their
terms, except as such enforcement is subject to any applicable bankruptcy,
insolvency,
<PAGE> 4
American General Corporation
American General Delaware, L.L.C.
American General Capital, L.L.C.
Page 4
May 17, 1995

reorganization or other law relating to or affecting creditors' rights
generally and general principles of equity and will be entitled to the benefits
of the Senior Indenture.

4. With respect to Debt Securities to be issued under the
Subordinated Indenture, when (i) the Subordinated Indenture has been duly
qualified under the TIA; (ii) the Board has taken all necessary corporate
action to approve the issuance and terms of such Debt Securities, the terms of
the offering thereof and related matters; (iii) the terms of such Debt
Securities and of their issuance and sale have been established so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon American General and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over American General; and (iv) such Debt Securities have been
duly executed, authenticated, issued and delivered in accordance with the
provisions of the Subordinated Indenture and either (a) in accordance with the
applicable definitive purchase, underwriting or similar agreement approved by
the Board upon payment of the consideration provided for therein, or (b) upon
exercise or conversion of any other Security, in accordance with the terms of
such Security or the instrument governing such Security providing for such
exercise or conversion as approved by the Board, for the consideration approved
by the Board, such Debt Securities will be legally issued and will constitute
valid and binding obligations of American General, enforceable against American
General in accordance with their terms, except as such enforcement is subject
to any applicable bankruptcy, insolvency, reorganization or other law relating
to or affecting creditors' rights generally and general principles of equity
and will be entitled to the benefits of the Subordinated Indenture.

5. With respect to Debt Securities to be issued under the Junior
Subordinated Indenture, when (i) the Junior Subordinated Indenture has been
duly qualified under the TIA; (ii) the Board has taken all necessary corporate
action to approve the issuance and terms of such Debt Securities, the terms of
the offering thereof and related matters; (iii) the terms of such Debt
Securities and of their issuance and sale have been established so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon American General and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over American General; and (iv) such Debt Securities have been
duly executed, authenticated, issued and delivered in accordance with the
provisions of the Junior Subordinated Indenture and in accordance with the
applicable definitive purchase, underwriting or similar agreement approved by
the Board and upon payment of the consideration provided for therein, such Debt
Securities will be legally issued and will constitute valid and binding
obligations of American General, enforceable against American General in
accordance with their terms, except as such enforcement is subject to any
applicable bankruptcy, insolvency, reorganization or other law relating to or
affecting creditors' rights generally and general
<PAGE> 5
American General Corporation
American General Delaware, L.L.C.
American General Capital, L.L.C.
Page 5
May 17, 1995

principles of equity and will be entitled to the benefits of the Junior
Subordinated Indenture.

6. With respect to shares of any series of Preferred Stock, when
(i) the Board has taken all necessary corporate action to approve the issuance
and terms of the shares of such series, the terms of the offering thereof and
related matters, including the adoption of a resolution establishing and
designating such series and fixing and determining the preferences,
limitations, and relative rights thereof and the filing of a statement with
respect to such series with the Secretary of State of the State of Texas as
required under Article 2.13 of the TBCA; and (ii) certificates representing the
shares of such series of Preferred Stock have been duly executed,
countersigned, registered and delivered either (a) in accordance with the
applicable definitive purchase, underwriting or similar agreement approved by
the Board upon payment of the consideration therefor (not less than the par
value of the Preferred Stock) provided for therein, or (b) upon conversion,
exchange or exercise of any other Security in accordance with the terms of such
Security or the instrument governing such Security providing for such
conversion, exchange or exercise as approved by the Board, for the
consideration approved by the Board (not less than the par value of the
Preferred Stock), the shares of such series of Preferred Stock will be duly
authorized, validly issued, fully paid and non-assessable.

7. With respect to shares of Common Stock and Rights, when (i)
the Board has taken all necessary corporate action to approve the issuance and
terms of the offering thereof and related matters; and (ii) certificates
representing the shares of Common Stock and the Rights have been duly executed,
countersigned, registered and delivered either (a) in accordance with the
applicable definitive purchase, underwriting or similar agreement approved by
the Board upon payment of the consideration therefor (not less than the par
value of the Common Stock) provided for therein, or (b) upon conversion,
exchange or exercise of any other Security in accordance with the terms of such
Security or the instrument governing such Security providing for such
conversion, exchange or exercise as approved by the Board, for the
consideration approved by the Board (not less than the par value of the Common
Stock), the shares of Common Stock will be duly authorized, validly issued,
fully paid and non-assessable and the Rights, provided that same are issued
prior to the Distribution Date and prior to the redemption or termination of
the Rights, will be duly authorized, validly issued, fully paid and
non-assessable and the holders thereof will be entitled to the benefits of the
Rights Agreement; provided, however, that we express no opinion as to the
anti-dilution provisions contained in the Rights Agreement.

8. With respect to the Warrants, when (i) the Board has taken all
necessary corporate action to approve the creation of and the issuance and
terms of the Warrants, the terms of the offering thereof and related matters;
(ii) the warrant agreement or agreements
<PAGE> 6
American General Corporation
American General Delaware, L.L.C.
American General Capital, L.L.C.
Page 6
May 17, 1995

relating to the Warrants have been duly authorized and validly executed and
delivered by American General and the warrant agent appointed by American
General; and (iii) the Warrants or certificates representing the Warrants have
been duly executed, countersigned, registered and delivered in accordance with
the appropriate warrant agreement or agreements and the applicable definitive
purchase, underwriting or similar agreement approved by the Board upon payment
of the consideration provided for therein, the Warrants will be duly authorized
and validly issued.

9. With respect to shares of any series of LLC Preferred
Securities, when (i) the Manager of the applicable American General LLC has
taken all necessary corporate action to approve the issuance and terms of such
series, the terms of the offering thereof and related matters, including the
adoption of a written action (the "Action") in conformity with the Restated
Limited Liability Company Agreement of the applicable American General LLC
(each, an "LLC Agreement") so as not to violate any applicable law, the
requirements of the applicable LLC Agreement or result in a default under or
breach of any agreement or instrument binding upon the applicable American
General LLC and so as to comply with any requirement or restriction imposed by
any court or governmental or regulatory body having jurisdiction over such
American General LLC; (ii) each holder of an LLC Preferred Security of such
series ("Preferred Member") acquires such LLC Preferred Security and pays for
such LLC Preferred Security in accordance with the applicable LLC Agreement and
the Registration Statement; (iii) the books and records of the applicable
American General LLC set forth the names and addresses of all persons to be
admitted as members of such American General LLC, their contributions to such
American General LLC and the agreed value of the contributions of each member
of such American General LLC; (iv) the LLC Preferred Securities of such series
are issued and sold to the Preferred Members in accordance with the
Registration Statement, the applicable Prospectus Supplement and the applicable
LLC Agreement; and (v) certificates representing the shares of such series have
been duly executed, countersigned, registered and delivered in accordance with
the applicable definitive purchase, underwriting or similar agreement approved
by the Manager upon payment of the consideration provided for therein, the LLC
Preferred Securities of such series will be validly issued, fully paid and
non-assessable limited liability company interests in the applicable American
General LLC, as to which the Preferred Members will have not liability solely
by reason of being Preferred Members in excess of their obligations to make
payments provided for in the applicable LLC Agreement and their share of the
applicable American General LLC's assets and undistributed profits (subject to
the obligation of a Preferred Member to repay any funds wrongfully distributed
to it).

10. With respect to the Guarantees, when (i) a Guarantee has been
duly authorized by the Board and duly executed and delivered by American
General in the manner contemplated by the Registration Statement and any
applicable Prospectus
<PAGE> 7
American General Corporation
American General Delaware, L.L.C.
American General Capital, L.L.C.
Page 7
May 17, 1995

Supplement relating thereto and (ii) the Guarantee as so executed and delivered
does not violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon American General and complies with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over American General, the Guarantee will constitute a valid and
binding obligation of American General, enforceable against American General in
accordance with its terms, except as such enforcement is subject to any
applicable bankruptcy, insolvency, reorganization or other law relating to or
affecting creditors' rights generally and general principles of equity.

The foregoing opinions are limited in all respects to the laws of the
State of Texas, the Limited Liability Company Act of the State of Delaware and
federal laws.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission issued
thereunder.

Very truly yours,

/s/ VINSON & ELKINS L.L.P.

VINSON & ELKINS L.L.P.

<PAGE> 1
EXHIBIT 8

[VINSON & ELKINS LETTERHEAD]

May 17, 1995

American General Corporation
2929 Allen Parkway
Houston, Texas 77019-2155

American General Delaware, L.L.C.
c/o American General Delaware
Management Corporation
2099 South Dupont Avenue
Dover, Delaware 19901

American General Capital, L.L.C.
c/o American General Delaware
Management Corporation
2099 South Dupont Avenue
Dover, Delaware 19901

Ladies and Gentlemen:

We participated in the preparation of the Registration Statement on
Form S-3 (Registration Nos. 33-58317, 33-58317-01 and 33-58317-02) (such
Registration Statement, as amended at the effective date thereof being referred
to herein as the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the registration of Convertible Monthly
Income Preferred Securities, Series A, of American General Delaware, L.L.C.
and Cumulative Monthly Income Preferred Securities, Series A, of American
General Capital, L.L.C., together with the Prospectuses and Prospectus
Supplements relating thereto and included as part of that Registration
Statement.

We hereby confirm that the conclusions of law, and the summaries of
our opinions, with respect to federal income tax matters set forth therein
under the headings "Certain Federal Income Tax Considerations" in each of the
Prospectus Supplements are accurate and complete in all material respects.
<PAGE> 2
American General Corporation
American General Delaware, L.L.C.
American General Capital, L.L.C.
Page 2
May 17, 1995

We hereby consent to the use of our name in the Registration Statement
and to the filing of this opinion as an exhibit to the Registration Statement.
By giving such consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/ VINSON & ELKINS L.L.P.

VINSON & ELKINS L.L.P.

<PAGE> 1
Exhibit 25(a)

___________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

_________________________

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____

_________________________

CHEMICAL BANK
(Exact name of trustee as specified in its charter)

NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)

_________________________

AMERICAN GENERAL CORPORATION
(Exact name of obligor as specified in its charter)

TEXAS 74-0483432
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

2929 ALLEN PARKWAY
HOUSTON, TEXAS 77019-2155
(Address of principal executive offices) (Zip Code)

______________________________________________

SENIOR DEBT SECURITIES
(Title of the indenture securities)

______________________________________________

<PAGE> 2

GENERAL

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

New York State Banking Department, State House, Albany, New York
12110.

Board of Governors of the Federal Reserve System, Washington,
D.C., 20551 and

Federal Reserve Bank of New York, District No. 2,
33 Liberty Street, New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

- 2 -

<PAGE> 3

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of
Eligibility.

1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to
Form T-1 filed in connection with Registration Statement No. 33-50010, which is
incorporated by reference).

2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference).

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460, which is
incorporated by reference).
5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).

7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 10TH day of MAY, 1995.

CHEMICAL BANK

By /s/ T. C. KNIGHT
-------------------------------
T. C. Knight
Assistant Vice President

- 3 -

<PAGE> 4

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business December 31, 1994, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................. $ 6,291
Interest-bearing balances ......................... 5,484
Securities: ..........................................
Held to maturity securities............................ 6,313
Available for sale securities.......................... 16,699
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ................................ 1,922
Securities purchased under agreements to resell ... 0
Loans and lease financing receivables:
Loans and leases, net of unearned income $66,724
Less: Allowance for loan and lease losses 1,909
Less: Allocated transfer risk reserve..... 113
-------
Loans and leases, net of unearned income,
allowance, and reserve ............................ 64,702
Assets held in trading accounts ....................... 25,685
Premises and fixed assets (including capitalized
leases)............................................ 1,409
Other real estate owned ............................... 248
Investments in unconsolidated subsidiaries and
associated companies............................... 150
Customer's liability to this bank on acceptance
outstanding ....................................... 1,064
Intangible assets ..................................... 535
Other assets .......................................... 5,240
--------
TOTAL ASSETS .......................................... $135,742
========
</TABLE>

- 4 -

<PAGE> 5

LIABILITIES

<TABLE>
<S> <C>
Deposits
In domestic offices ................................ $ 47,044
Noninterest-bearing .........................$16,782
Interest-bearing ............................ 30,262
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .......................................... 31,227
Noninterest-bearing .........................$ 124
Interest-bearing ............................ 31,103
------

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................ 12,222
Securities sold under agreements to repurchase ..... 1,428
Demand notes issued to the U.S. Treasury ............... 1,105
Trading liabilities .................................... 17,412
Other Borrowed money:
With original maturity of one year or less ......... 7,500
with original maturity of more than one year ....... 916
Mortgage indebtedness and obligations under capitalized
leases ............................................. 22
Bank's liability on acceptances executed and outstanding 1,081
Subordinated notes and debentures ..................... 3,410
Other liabilities ..................................... 5,205

TOTAL LIABILITIES ..................................... 128,572
-------
EQUITY CAPITAL

Common stock .......................................... 620
Surplus ............................................... 4,501
Undivided profits and capital reserves ................ 2,461
Net unrealized holding gains (Losses)
on available-for-sale securities ...................... (410)
Cumulative foreign currency translation adjustments ... (2)

TOTAL EQUITY CAPITAL .................................. 7,170
------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .......................... $135,742
========

</TABLE>

I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )

- 5 -

<PAGE> 1
Exhibit 25(b)

___________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

_________________________

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____

_________________________

CHEMICAL BANK
(Exact name of trustee as specified in its charter)

NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)

_________________________

AMERICAN GENERAL CORPORATION
(Exact name of obligor as specified in its charter)

TEXAS 74-0483432
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

2929 ALLEN PARKWAY
HOUSTON, TEXAS 77019-2155
(Address of principal executive offices) (Zip Code)

______________________________________________

SENIOR SUBORDINATED SECURITIES
(Title of the indenture securities)

______________________________________________

<PAGE> 2

GENERAL

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

New York State Banking Department, State House, Albany, New York
12110.

Board of Governors of the Federal Reserve System, Washington,
D.C., 20551 and Federal Reserve Bank of New York, District No. 2,
33 Liberty Street, New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

- 2 -
<PAGE> 3

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of
Eligibility.

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460, which is
incorporated by reference).
5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).

7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 10TH day of MAY, 1995.

CHEMICAL BANK

By /s/ T. C. KNIGHT
-------------------------------
T. C. Knight
Assistant Vice President

- 3 -

<PAGE> 4

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business December 31, 1994, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................. $ 6,291
Interest-bearing balances ......................... 5,484
Securities: ..........................................
Held to maturity securities............................ 6,313
Available for sale securities.......................... 16,699
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ................................ 1,922
Securities purchased under agreements to resell ... 0
Loans and lease financing receivables:
Loans and leases, net of unearned income $66,724
Less: Allowance for loan and lease losses 1,909
Less: Allocated transfer risk reserve...... 113
-------
Loans and leases, net of unearned income,
allowance, and reserve ............................ 64,702
Assets held in trading accounts ....................... 25,685
Premises and fixed assets (including capitalized
leases)............................................ 1,409
Other real estate owned ............................... 248
Investments in unconsolidated subsidiaries and
associated companies............................... 150
Customer's liability to this bank on acceptance
outstanding ....................................... 1,064
Intangible assets ..................................... 535
Other assets .......................................... 5,240
--------
TOTAL ASSETS .......................................... $135,742
========
</TABLE>

- 4 -

<PAGE> 5

LIABILITIES

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................ 12,222
Securities sold under agreements to repurchase ..... 1,428
Demand notes issued to the U.S. Treasury ............... 1,105
Trading liabilities .................................... 17,412
Other Borrowed money:
With original maturity of one year or less ......... 7,500
with original maturity of more than one year ....... 916
Mortgage indebtedness and obligations under capitalized
leases ............................................. 22
Bank's liability on acceptances executed and
outstanding......................................... 1,081
Subordinated notes and debentures ...................... 3,410
Other liabilities ...................................... 5,205

TOTAL LIABILITIES ...................................... 128,572
-------
EQUITY CAPITAL

Common stock ........................................... 620
Surplus ................................................ 4,501
Undivided profits and capital reserves ................. 2,461
Net unrealized holding gains (Losses)
on available-for-sale securities ....................... (410)
Cumulative foreign currency translation adjustments .... (2)

TOTAL EQUITY CAPITAL ................................... 7,170
------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ........................... $135,742
========

</TABLE>

JOSEPH L. SCLAFANI

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )

- 5 -

<PAGE> 1
Exhibit 25(c)

___________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

_________________________

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____

_________________________

CHEMICAL BANK
(Exact name of trustee as specified in its charter)

NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)

_________________________

AMERICAN GENERAL CORPORATION
(Exact name of obligor as specified in its charter)

TEXAS 74-0483432
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

2929 ALLEN PARKWAY
HOUSTON, TEXAS 77019-2155
(Address of principal executive offices) (Zip Code)

______________________________________________

JUNIOR SUBORDINATED SECURITIES
(Title of the indenture securities)

______________________________________________

<PAGE> 2

GENERAL

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

New York State Banking Department, State House, Albany, New York
12110.

Board of Governors of the Federal Reserve System, Washington,
D.C., 20551 and Federal Reserve Bank of New York, District No. 2,
33 Liberty Street, New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

- 2 -

<PAGE> 3

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of
Eligibility.

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-84460, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).

7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

CHEMICAL BANK

By /s/ T. C. KNIGHT
-------------------------------
T. C. Knight
Assistant Vice President

- 3 -

<PAGE> 4

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business December 31, 1994, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................. $ 6,291
Interest-bearing balances ......................... 5,484
Securities: ..........................................
Held to maturity securities............................ 6,313
Available for sale securities.......................... 16,699
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ................................ 1,922
Securities purchased under agreements to resell ... 0
Loans and lease financing receivables:
Loans and leases, net of unearned income $66,724
Less: Allowance for loan and lease losses 1,909
Less: Allocated transfer risk reserve...... 113
-------
Loans and leases, net of unearned income,
allowance, and reserve ............................ 64,702
Assets held in trading accounts ....................... 25,685
Premises and fixed assets (including capitalized
leases)............................................ 1,409
Other real estate owned ............................... 248
Investments in unconsolidated subsidiaries and
associated companies............................... 150
Customer's liability to this bank on acceptance
outstanding ....................................... 1,064
Intangible assets ..................................... 535
Other assets .......................................... 5,240
--------
TOTAL ASSETS .......................................... $135,742
========
</TABLE>

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<PAGE> 5

LIABILITIES

TOTAL LIABILITIES ..................................... 128,572
-------
EQUITY CAPITAL

TOTAL EQUITY CAPITAL .................................. 7,170
------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .......................... $135,742
========

</TABLE>

JOSEPH L. SCLAFANI

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )

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