As filed with the Securities and Exchange Commission on
October 14, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
AMERICAN GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
Texas 6719 74-0483432
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation Classification No.)
or organization) Code Number)
2929 Allen Parkway
Houston, Texas 77019
(713) 522-1111
(address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
______________________
Mark S. Berg, Esq.
Senior Vice President and General Counsel
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
(713) 522-1111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Approximate date of commencement of proposed sale to
the public: From time to time after the effective date of
this Registration Statement.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest
reinvestment plans, please check the following box [ ].
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional
securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list
the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. [ ] _________
If this form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, please
check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
_________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Common Stock, par value $0.50 per share
Amount to be Registered
36,000 shares(1)
Proposed Maximum Aggregate Price per Unit
$54.125(2)
Proposed Maximum Aggregate Offering Price
$1,948,500(2)
Amount of Registration Fee
$600.00
(1) Also includes associated Series A Junior Participating
Preferred Stock Purchase Rights, which Rights (a) are
not currently separable from the shares of Common
Stock and (b) are not currently exercisable.
(2) Estimated solely for purposes of determining the
amount of the registration fee pursuant to Rule
457(c), based on the average of the high and low
prices reported on the New York Stock Exchange
Composite Tape on October 9, 1997.
_____________________________
The registrant hereby amends this registration
statement on such date or dates as may be necessary to
delay its effective date until the registrant 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>
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be
sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such State.
SUBJECT TO COMPLETION, DATED OCTOBER 14, 1997
AMERICAN GENERAL CORPORATION
Interests in General Agents Incentive Compensation Plan
Common Stock
(par value $0.50 per share)
Preferred Share Purchase Rights
_____________________________________________
The Common Stock of American General Corporation is
listed on the New York Stock Exchange (the "NYSE"), the
Pacific Exchange, Inc., The London Stock Exchange, The
Basel Stock Exchange, The Geneva Stock Exchange and The
Zurich Stock Exchange. The last reported sale price on the
New York Stock Exchange Composite Tape on October 9, 1997
was $54.375 per share. See "Common Stock -- Price Range of
Common Stock" herein.
_____________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_____________________________________________
On June 17, 1997, pursuant to an Agreement and Plan of
Merger dated as of February 12, 1997, a wholly owned
subsidiary of American General Corporation ("American
General") was merged with and into USLIFE Corporation
("USLIFE" or the "Sponsor") (the "Merger"). As a result,
USLIFE became a wholly owned subsidiary of American
General. Pursuant to the Merger, former shareholders of
USLIFE are entitled to 1.1069 shares (the "Exchange Ratio")
of American General Common Stock (defined below) for each
of their shares of USLIFE Common Stock.
American General is offering hereby to continue a
General Agents Incentive Compensation Plan (the "Plan")
previously offered by USLIFE to the independent Agencies of
certain of the subsidiary life insurance companies of
USLIFE. Under the Plan, an Agency, on behalf of certain of
its designated General Agents (as defined in the Plan), may
defer a certain percentage of its Earnings (as each is
defined in the Plan) pursuant to a Deferral Agreement (as
defined in the Plan) entered into between the Agency and
the life insurance company. Such Deferred Earnings will be
credited in the proportions allocated by the Agency to
unfunded interest bearing accounts established for such
designated General Agents and maintained by the Sponsor.
If the General Agency's Earnings for a calendar year reach
a specified amount ("Earnings Requirements"), any Deferred
Earnings up to a specified percentage of total Earnings
will be matched by Sponsor contributions to separate
unfunded accounts established for the designated General
Agents and maintained by the Sponsor ("Sponsor Accounts").
Each Sponsor Account will be valued as if the amount of the
Sponsor contribution were invested in shares of Common
Stock, par value $0.50 per share ("Common Stock" or
"Shares"). The value of this portion of the Sponsor
Accounts will fluctuate with market performance. Any
Deferred Earnings beyond the specified percentage of total
Earnings will not be matched by Sponsor contributions and
will be paid to the designated General Agents with interest
at a specified rate unless treated as additional unmatched
deferrals under the Plan. The percentage of Earnings which
may be deferred for matching Sponsor contributions, the
Earnings Requirements, and the interest rate per annum are
determined by a Committee consisting of the Chief Executive
Officer of the Sponsor and his designees (the "Committee").
See "Description of the Plan -- Determinations of the
Committee" herein. Any changes in the determinations made
by the Committee will be set forth in a Prospectus
Supplement.
Deferred Earnings will be nonforfeitable. Sponsor
contributions for any year will generally be fully vested
and nonforfeitable on the completion of five Qualified
Years (as defined in the Plan) which must be completed
within seven years immediately following the year for which
the Sponsor contribution is made. All Agency deferrals and
Sponsor contributions will be retained in the general
accounts of the Sponsor. Without affecting the value of
the Accounts for purposes of the Plan, such funds may be
invested by the Sponsor, for its own account, in any
securities, including Common Stock. Distributions
attributable to Deferred Earnings will be made in a single
cash payment, and distributions attributable to Sponsor
contributions will ordinarily be made in a single payment
consisting of whole shares of Common Stock of American
General plus cash for any fractional share, in each case in
an amount determined pursuant to the Plan. Distributions
attributable to sponsor contributions on June 17, 1997 were
adjusted to reflect the Exchange Ratio. Each share of
Common Stock distributed under the Plan prior to the close
of business on the earlier of the Distribution Date
(defined below) and the Termination Date (defined below)
will be distributed along with one Preferred Share Purchase
Right (a "Right") free of charge. In brief, a Right
entitles the registered holder to purchase from American
General one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $1.50 per share,
of American General (the "American General Junior Preferred
Shares") at a price of $120 per one one-hundredth of an
American General Junior Preferred Shares, subject to
certain adjustments. The Rights are not exercisable or
transferable separately from the shares of Common Stock
until the "Distribution Date" which will occur on the
earlier of (i) 10 business days following the first public
announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding
Common Stock and any other shares of capital stock of
American General entitled to vote generally in the election
of directors or entitled to vote in respect of any merger,
consolidation, sale of all or substantially all of American
General's assets, liquidation, dissolution or winding up of
American General (the "Voting Stock") or (ii) 10 business
days following the commencement of, or the first public an-
nouncement of an intention to commence, a tender or
exchange offer the consummation of which would result in
the beneficial ownership by a person or group of affiliated
or associated persons of 25% or more of the then
outstanding Voting Stock.
See "Description of the Plan" herein.
General Agents are encouraged to read this Prospectus
carefully before applying for or electing to continue
membership in the Plan, and to retain it for future
reference. This Prospectus may not be used to consummate
transactions involving the General Agents Incentive
Compensation Plan unless accompanied by the relevant
Prospectus Supplement.
______________________________________
The date of this Prospectus is , 1997
<PAGE>
AVAILABLE INFORMATION
American General Corporation is subject to the
informational requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other
information with the Securities and Exchange Commission
(the "Commission"). Copies of such reports, proxy
statements and other information concerning American
General may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Commission's Regional Offices at Seven
World Trade Center, 13th Floor, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. The Commission also maintains a
Web Site at http://www.sec.gov which contains reports and
other information regarding registrants that file
electronically with the Commission. In addition, materials
filed by American General may be inspected at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005 and the Pacific Exchange, Inc., 301
Pine Street, San Francisco, California 94104 and 618 South
Spring Street, Los Angeles, California 90014.
American General has filed with the Commission a
registration statement on Form S-3 pertaining to the
securities offered hereby (herein, together with all
amendments and exhibits, collectively referred to as the
"Registration Statement") under the Securities Act of 1933,
as amended. This Prospectus does not contain all of the
information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the
rules and regulations of the Commission. For further
information, reference is hereby made to the Registration
Statement.
For the information of all General Agents
participating in the Plan, American General will include
such persons in its regular shareholder mailings including
the mailings of annual and quarterly reports and proxy
statements.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission
(File No. 1-17981) pursuant to the Exchange Act are
incorporated herein by reference:
1. American General's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, filed pursuant to
Section 13(a) of the Exchange Act (the "Annual Report").
2. American General's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997, filed pursuant to
Section 13(a) of the Exchange Act.
3. American General's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, filed pursuant to
Section 13(a) of the Exchange Act.
4. American General's Current Reports on Form 8-K
dated February 12, 1997, February 21, 1997, August 15,
1997, September 11, 1997, and October 10, 1997 filed
pursuant to Sections 13 and 15(d) of the Exchange Act.
5. Proxy Statement relating to American General's
1997 annual meeting of shareholders.
6. The description of Common Stock contained in the
Registration Statement on Form 8-B dated June 25, 1980, as
amended by Amendment No. 1 on Form 8 dated December 22,
1983.
7. The description of American General Preferred
Share Purchase Rights contained in the Registration
Statement on Form 8-A dated July 31, 1989, as amended by
Amendment No. 1 on Form 8 dated August 7, 1989.
All documents filed by American General pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the
termination of the offering of the Interests in the General
Agents Incentive Compensation Plan and Common Stock and
Rights appertaining thereto offered hereby shall be deemed
to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document all or a portion
of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus or any
Prospectus Supplement to the extent that a statement
contained herein or therein or in any other subsequently
filed document which also is or is deemed to be
incorporated by reference herein or therein modifies or
supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus or any
Prospectus Supplement.
American General will provide without charge to each
person to whom a copy of this Prospectus is delivered, upon
the written or oral request of such person, a copy of any
or all of the documents incorporated herein or in the
Registration Statement by reference (other than exhibits to
such documents unless such exhibits are specifically
incorporated by reference into the documents that this
Prospectus incorporates). Written or telephone requests
should be directed to the Corporate Secretary, American
General Corporation, 2929 Allen Parkway, Houston, Texas
77019, telephone: (713) 522-1111.
No person has been authorized to give any information
or to make any representation not contained in this
Prospectus, or the Prospectus Supplement relating thereto,
and, if given or made, such information or representation
must not be relied upon as having been authorized by the
Company or any underwriter. This Prospectus and any
Prospectus Supplement do not constitute an offer to sell or
a solicitation of an offer to buy any of the securities in
any jurisdiction to any person to whom it is unlawful to
make such offer in such jurisdiction.
AMERICAN GENERAL CORPORATION
American General, with assets of $77 billion and
shareholders' equity of $6.7 billion as of June 30, 1997,
is one of the largest diversified financial services
organizations in the United States. American General's
operating subsidiaries are leading providers of retirement
services, life insurance and consumer loans to 12 million
customers. The principal executive offices of American
General are located at 2929 Allen Parkway, Houston, Texas
77019-2155, and its telephone number is (713) 522-1111.
The Common Stock is listed and traded on the NYSE, the
Pacific Exchange, Inc., The London Stock Exchange, The
Basel Stock Exchange, The Geneva Stock Exchange and The
Zurich Stock Exchange under the symbol "AGC."
USE OF PROCEEDS
There will be no proceeds to American General from the
participation in the Plan by designated General Agents. To
the extent operation of the Plan provides a source of funds
through the deferral of amounts which would otherwise be
payable currently to such designated General Agents, such
funds will be used by American General for general
corporate purposes. American General is offering the Plan
to eligible General Agents (as defined in the Plan and as
determined by the Committee) in order to provide agents an
opportunity, subject to the provisions in the Plan, to
defer earnings, acquire an equity interest in American
General, and participate in any appreciation of the value
of American General's Common Stock. Member Accounts and
Voluntary Member Accounts (both as defined in "Description
of the Plan") shall bear interest at a rate determined by
the Committee and will be held in the general accounts of
American General. See "Description of the Plan --
Determinations of the Committee" herein. Without affecting
the value of the accounts for purposes of the Plan, such
funds may be invested by American General, for its own
account, in any securities, including Common Stock.
<PAGE>
COMMON STOCK AND
PREFERRED SHARE PURCHASE RIGHTS
Common Stock
American General is authorized to issue 300,000,000
shares of Common Stock, par value $.50 per share. As of
June 30, 1997, there were outstanding 243,079,485 shares of
Common Stock.
Holders of Common Stock are entitled to receive
dividends when, as and if declared by the American General
Board of Directors (the "Board") out of any funds legally
available therefore, and are entitled upon liquidation,
after claims of creditors and preferences of any series of
American General Preferred Stock, to receive pro rata the
net assets of American General.
The holders of Common Stock are entitled to one vote
for each share held. Directors of American General are
elected for a one-year term expiring upon the annual
meeting of shareholders of American General. The holders
of Common Stock do not have cumulative voting rights.
The holders of Common Stock do not have any preemptive
rights to acquire any shares or other securities of any
class which may at any time be issued, sold or offered for
sale by American General. The holders of Common Stock have
no conversion rights and the Common Stock is not subject to
redemption by either American General or a shareholder.
First Chicago Trust Company of New York is the
transfer agent, registrar and dividend disbursing agent for
the Common Stock. Its address is P.O. Box 2500, Jersey
City, New Jersey 07303-2500, and its telephone number is
(800) 519-3111.
Dividends
Dividends for the years ended December 31, 1995 and
1996 have been declared and paid to holders of American
General's Common Stock at the annual rates of $1.24 and
$1.30 per share, respectively (paid quarterly in March,
June, September and December of 1995 and 1996). A
quarterly dividend of $0.35 per share of American General's
Common Stock have been paid for the quarters ended March 31
and June 30, 1997.
Price Range of Common Stock
American General's Common Stock and the Rights
appertaining thereto are listed on the NYSE, the Pacific
Exchange, Inc., The London Stock Exchange, The Basel Stock
Exchange, The Geneva Stock Exchange and The Zurich Stock
Exchange under the symbol "AGC." <PAGE>
The following table sets forth, for the
calendar periods indicated, the range of high and low prices for American
General's Common Stock on the NYSE, as reported on the NYSE
Composite Tape.
1994: High Low
First Quarter . . . . . . 29 5/8 25 1/2
Second Quarter. . . . . 29 3/8 24 7/8
Third Quarter . . . . . . 30 1/2 26 7/8
Fourth Quarter. . . . . .28 7/8 25 5/8
1995:
First Quarter . . . . . . . 33 1/4 27 1/2
Second Quarter. . . . . 35 1/2 31 1/8
Third Quarter . . . . . . 38 7/8 33 5/8
Fourth Quarter. . . . . . 39 1/8 31
1996:
First Quarter . . . . . . . 37 7/8 33 1/4
Second Quarter. . . . . 37 5/8 32 7/8
Third Quarter . . . . . . 38 3/4 34
Fourth Quarter. . . . . . 41 3/4 35 3/4
1997:
First Quarter . . . . . . . 44 5/8 39 3/8
Second Quarter. . . . . 49 5/8 36 1/2
Although the prices for Common Stock subsequent to
August 7, 1989 indicated herein reflect sales of both
shares of Common Stock and the Rights appertaining thereto,
because of the contingent nature of the Rights, American
General does not consider the Rights themselves to have any
independent market value.
For a recent price of American General's Common Stock
on the NYSE, see the cover page of this Prospectus.
Eligible General Agencies and their General Agents are
encouraged to obtain current Common Stock quotations before
applying for membership in the Plan and making deferrals
thereunder.
<PAGE>
Preferred Share Purchase Rights
On July 27, 1989, the Board authorized the issuance of
one preferred share purchase right (a "Right") for each
share of Common Stock outstanding on August 7, 1989 and for
each share of Common Stock issued thereafter but prior to
the earlier of the Distribution Date and the Termination
Date (as each such term is defined below). A Right is
attached to each share of Common Stock and entitles the
registered holder to purchase from American General one
one-hundredth of a share of American General Preferred
Shares at a price of $120 per one one-hundredth of an
American General Junior Preferred Share, subject to certain
adjustments.
The Rights will expire on August 7, 1999, unless the
expiration date is extended or the Rights are redeemed
earlier (any such date being the "Termination Date"). The
Rights are not exercisable or transferable separately from
the shares of Common Stock until the "Distribution Date"
which will occur on the earlier of (i) 10 business days
following the first public announcement that a person or
group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 15% or more
of the outstanding Common Stock and any other shares of
capital stock of American General entitled to vote
generally in the election of directors or entitled to vote
in respect of any merger, consolidation, sale of all or
substantially all of American General's assets,
liquidation, dissolution or winding up of American General
(the "Voting Stock") or (ii) 10 business days following the
commencement of, or the first public announcement of an
intention to commence, a tender or exchange offer the
consummation of which would result in the beneficial
ownership by a person or group of affiliated or associated
persons of 25% or more of the then outstanding Voting
Stock.
In the event American General is acquired in a merger
or other business combination transaction or 50% or more of
its consolidated assets or earning power should be sold or
otherwise transferred, each holder of a Right will have the
right to receive, upon payment of the right's then current
exercise price, common stock of the acquiring company which
has a market value of two times the exercise price of the
Right. In the event that any person becomes an Acquiring
Person, each holder of a Right will thereafter have the
right to receive upon exercise thereof that number of
shares of Common Stock (or under certain circumstances,
Common Stock-equivalent American General Junior Preferred
Shares) having a market value of two times the exercise
price of its Rights.
At any time 10 business days after a person or group
of affiliated or associated persons has become an Acquiring
Person and prior to the acquisition by any person or group
of 50% or more of the outstanding Voting Stock, the Board
may exchange the Rights (other than Rights acquired or
beneficially owned by such Acquiring Person, which Rights
held by such Acquiring Person shall then be null and void),
in whole or in part, at an exchange ratio of one share of
Common Stock (or one one-hundredth of a share of American
General Junior Preferred Stock), appropriately adjusted to
reflect any stock split, stock dividend or similar
transaction, for each two shares of Common Stock for which
the Right is then exercisable.
At any time prior to the close of business on the
tenth day following the first public announcement that a
person or group of affiliated or associated persons has
become an Acquiring Person, the Board may redeem the then
outstanding Rights in whole, but not in part, at a price of
$0.01 per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction (the
"Rights Redemption Price"). Any such redemption of the
Rights may be made effective at such time, on such basis
and with such conditions as the Board in its sole
discretion may establish.
The purchase price payable, and the number of American
General Junior Preferred Shares or other securities or
property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution in the
event of a stock dividend on, or a subdivision, combination
or reclassification of, the American General Junior
Preferred Shares.
The number of outstanding Rights and the number of one
one-hundredth of an American General Junior Preferred Share
issuable upon exercise of each Right are also subject to
adjustment in the event of reclassification of securities,
or recapitalization or reorganization of American General
or other transaction involving American General which has
the effect, directly or indirectly, of increasing by more
than one percent the proportionate share of the outstanding
shares of any class of equity securities of American
General or any of its subsidiaries beneficially owned by
any Acquiring Person, in any such case, prior to an
exchange by American General as described above.
The terms of the Rights may be amended, including
extending the expiration date, by the Board without the
consent of the holders of the Rights, except in certain
circumstances.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group
that attempts to acquire American General on terms not
approved by the Board. The Rights should not interfere
with any merger or other business combination approved by
the Board since the Rights may be redeemed by American
General at the Rights Redemption Price prior to the time
that a person or group has acquired beneficial ownership of
50% or more of the Voting Stock. See also "Incorporation
of Certain Documents by Reference" and "Available
Information."
Reference is hereby made to, and the above description
is qualified in its entirety by reference to, the detailed
description of the Rights set forth in American General's
Registration Statement on Form 8-A, as amended by its
amendment on Form 8 relating to the Rights referred to
under "Incorporation of Certain Documents by Reference."
DESCRIPTION OF THE PLAN
The following description sets forth certain general
terms and provisions of the General Agents Incentive
Compensation Plan (the "Plan") of USLIFE Corporation (the
"Sponsor") and is qualified by reference thereto.
Participation in the Plan
Any individual, partnership or corporation which
executes a General Agency Contract ("General Agency'') with
any of the Sponsor's life insurance subsidiaries which
adopt the Plan (a "Company"), and the General Agents (as
hereinafter defined) of a General Agency, are eligible to
participate in the Plan when invited to do so by a
committee consisting of the Chief Executive Officer of the
Sponsor and his designees (the "Committee"). Each partici-
pating General Agency must enter into a Deferral Agreement
with such Company (as prescribed by the Committee) under
which the General Agency agrees to defer Earnings (as
defined in the Plan) payable by the Company to the General
Agency. A General Agent is any individual who enters into
a General Agency Contract with a Company, a partner
licensed as a life insurance agent in a partnership General
Agency, or a principal of a corporate General Agency. Each
participating General Agency will designate those of its
General Agents who will participate in the Plan
("Members").
Except as otherwise provided by the Committee, prior
to the beginning of a Plan Year, a participating General
Agency may enter into a Deferral Agreement which will set
forth the percentage of Earnings to be deferred during such
Plan Year. A Plan Year is defined as any calendar year. A
General Agency may enter into only one Deferral Agreement
for a Plan Year but may terminate a Deferral Agreement,
upon 30 days' written notice to the Company, at any time.
If a Deferral Agreement is in effect for a Plan Year, it
will continue in effect for succeeding Plan Years unless
the General Agency enters into a new Deferral Agreement
prior to any succeeding Plan Year or terminates the
Deferral Agreement. Credit for deferred Earnings will be
allocated to a Member based on such Member's designated
share of the Earnings elected to be deferred by his General
Agency, as stated in the General Agency's Deferral
Agreement. Participation in the Plan by a General Agency
and its General Agents designated as Members is not a
contractual right, but is subject to the invitation and
approval of the Committee, at its sole discretion, which,
also at its sole discretion, may terminate participation as
of the end of any Plan Year.
Contributions and Deferrals
Subject to the Committee's approval, a General Agency
may elect, pursuant to a Deferral Agreement, to defer the
payment of a percentage of its Earnings for a Plan Year in
order to qualify for matching Sponsor contributions if the
Earnings requirements for such Plan Year, as established by
the Committee, from time to time, in its sole discretion,
are satisfied. Such deferred Earnings will be credited to
unfunded accounts with the Sponsor ("Member Accounts") of
the General Agency's Members in accordance with the
allocations designated by the General Agency, and any
applicable matching Sponsor contribution will be credited
to separate unfunded accounts of the Members with the
Sponsor ("Sponsor Accounts") in accordance with such
allocations. The percentage of Earnings which may be
deferred and the Earnings requirements will be established
by the Committee from time to time in its sole discretion.
See "Determinations of the Committee" below.
If the applicable Earnings requirements for a Plan
Year are not satisfied, any Earnings elected to be deferred
by a General Agency in excess of the amount permitted by
the Committee shall be paid by the Sponsor to those Members
with respect to whom such Earnings were deferred, with
interest at a rate established by the Committee from time
to time in its sole discretion, as soon as practicable
following the end of the Plan Year during which the
deferrals were made; provided, however, if and to the
extent permitted by the Committee and elected by the
General Agency in its Deferral Agreement, and if the
General Agency qualifies for matching Sponsor contributions
such excess amounts will be treated as deferrals not
subject to matching Sponsor contributions; and further
provided that a General Agency may, if and to the extent
permitted by the Committee in its sole discretion, elect to
have the General Agency's Earnings retained in the Plan and
averaged over three consecutive Plan Years to meet the
minimum required for deferral provided that such Earnings
are at least a specified minimum for each of the three
consecutive Plan Years, as described below. See
"Determinations of the Committee" below.
In addition to the deferral of Earnings which are
subject to matching Sponsor contributions, a General Agency
may elect, pursuant to a Deferral Agreement and subject to
the Committee's approval, to defer the payment of an
additional amount of Earnings for a Plan Year. Such
additional deferred Earnings will be credited to separate
unfunded accounts maintained by the Sponsor for the Members
("Voluntary Member Accounts"), will not be subject to
matching Sponsor contributions, and, to the extent that
applicable Earnings requirements are not satisfied, will be
paid by the Sponsor to those Members with respect to whom
such Earnings were deferred, with interest at a rate
established by the Committee from time to time in its sole
discretion, as soon as practicable following the end of the
Plan Year during which the deferrals were made. See
"Determinations of the Committee" below.
With respect to each Plan Year, and except as
otherwise provided below, if a General Agency elects to
defer Earnings subject to matching Sponsor contributions
and satisfies the Earnings requirements established by the
Committee for such Plan Year, the Sponsor will make
matching contributions in an amount as prescribed by the
Committee, as described below. However, except as
otherwise provided by the Committee, no matching Sponsor
contributions will be made with respect to a Plan Year if a
General Agency terminates its Deferral Agreement during
such Plan Year, if a General Agency ceases to be a General
Agency during a Plan Year (except on account of the death
of the proprietor), or if the Committee terminates the
General Agency's participation under the Plan. If a Member
dies during a Plan Year, such Member will be credited with
his or her proportionate share of matching Sponsor
contributions (based on his or her share of deferred
Earnings credited as of the date of death) if his or her
Agency satisfies the Earnings requirements established by
the Committee. If a Member's status as a General Agent
terminates for any reason other than death, and if neither
the General Agency nor the Committee has terminated the
General Agency's participation in the Plan, the Member will
be credited with his or her proportionate share of matching
Sponsor contributions (based on his or her share of
deferred Earnings credited as of the date the Member no
longer qualifies as a General Agent) if the Member's
General Agency retains its status as a General Agency
throughout the Plan Year and satisfies the Earnings
requirements as established by the Committee.
Accounts and Vesting
With respect to each Member, the Committee will cause
to be established as of the beginning of each Plan Year for
which a Deferral Agreement is in effect a Sponsor Account,
a Member Account, and, if applicable, a Voluntary Member
Account. Each Company and General Agency will furnish all
information required by the Committee to establish such
Accounts including the percentage of deferred Earnings to
be allocated to each Member's Member Account and Voluntary
Member Account. Earnings deferred by a General Agency will
be credited to Member Accounts, and, if applicable,
Voluntary Member Accounts when deferrals are effected.
Member Accounts and Voluntary Member Accounts will be
credited as of the end of the Plan Year with interest which
will accrue from the date deferrals are effected, at a rate
established by the Committee from time to time in its sole
discretion. See "Determinations of the Committee" below.
Matching Sponsor contributions shall be credited to Sponsor
Accounts as of the end of the applicable Plan Year and will
be valued as if the amount of such contribution were
invested in Shares as of the date the matching Sponsor
contribution is credited. The number of Shares will be
equal to the amount of the Sponsor contribution divided by
the average for the four calendar quarters during the Plan
Year of the mean of the high and low sales prices per Share
as reported on the NYSE Composite Tape on the last day of
each calendar quarter on which there occurred any such sale
during the Plan Year, and will be computed to the third
decimal place. When and to the extent determined by the
Committee, in its sole discretion, Sponsor Accounts will
(i) participate in any cash dividends declared by American
General with respect to Shares and (ii) reflect any stock
splits, stock dividends, recapitalizations, reorganizations
or other similar events affecting Shares. See "Determina-
tions of the Committee" below. Members who are not
otherwise shareholders of American General will not become
shareholders of the Sponsor pursuant to the Plan until such
Members have received distributions of Shares attributable
to Sponsor contributions (as described below).
Deferred earnings will be nonforfeitable. See
"Determinations of the Committee" below. For General
Agencies joining the Plan after December 31, 1990, for each
Plan Year that a matching Sponsor contribution is made,
such Sponsor contribution will be fully vested and
nonforfeitable upon completion of five Qualified Years (as
defined below) which must be completed within the seven
Plan Years (as defined below) immediately following the
Plan Year for which the Sponsor contribution is made.
Except as provided below, for General Agencies which have
participated in the Plan for fifteen continuous Plan Years,
Sponsor contributions shall be fully vested and
nonforfeitable immediately, as they are made, beginning on
the January 1 of the sixteenth Plan Year of the General
Agency's participation. A Qualified Year is a Plan Year
(i) which occurs subsequent to a Plan Year for which
matching contributions have been made by the Sponsor, and
(ii) in which the General Agency satisfies the same minimum
Earnings requirements for matching Sponsor contributions as
those in effect during the Plan Year for which matching
Sponsor contributions have been made. Amounts credited to
a Member's Sponsor Account will be forfeited as soon as it
appears that they cannot vest.
A General Agency which was participating in the Plan
on December 31, 1990, may make a one time election to stay
under the three year vesting schedule which was in effect
until December 31, 1990, with respect to all of the Sponsor
contributions attributable to that General Agency's
Earnings or, at the election of the General Agency and
subject to the approval of the Committee, the General
Agency may choose to have its Sponsor contributions with
respect to 1990 and future Earnings vest under the five
year schedule described above. A General Agency electing
to change to the five year vesting schedule will have its
Sponsor contributions attributable to Earnings on and after
January 1, 1991 vest under the five year schedule described
above. Sponsor contributions attributable to Earnings prior
to 1990 will vest under the three year vesting schedule. A
General Agency electing to stay under the three year
vesting schedule will be limited to making deferrals under
the deferral schedule in effect on December 31, 1990 and
will not qualify for the immediate vesting for General
Agencies which have participated in the Plan for fifteen
continuous years.
A General Agency will not have any right to any amount
credited to a Member's Sponsor Account, Member Account, or
Voluntary Member Account, nor will any amount thus credited
be subject to assignment, alienation, anticipation, debts,
levy or collection.
Distributions
Distributions attributable to deferred Earnings will
be made in a single cash payment, and, except as provided
below, distributions attributable to Sponsor contributions
will be made in a single payment consisting of whole Shares
plus cash for any fractional Shares. In the event the
Sponsor is unable to pay its debts as they fall due,
becomes insolvent, commences voluntary proceedings (or
fails to have dismissed within 90 days any involuntary pro-
ceedings) under any applicable bankruptcy, insolvency,
reorganization or any other similar law, seeks or suffers
(and does not have dismissed with 90 days) the appointment
of any receiver, liquidator or similar official for itself
or any substantial part of its properties, or makes any
general assignment for the benefit of creditors, all unpaid
distributions attributable to Sponsor contributions will be
paid in cash by the Sponsor in an amount equal to the
number of Shares subject to the distributions multiplied by
the mean of the high and low sales prices of a Share (as
reported on the New York Stock Exchange Composite Tape on
the last day on which there occurred any such sale prior to
the commencement of any of the events described above). A
Member's right to such a cash distribution will be
subordinate to the satisfaction of any debt obligation of
the Sponsor which is outstanding as of the occurrence of
any of the events described above, but shall be superior to
the right of any shareholder of the Sponsor to any
distribution of assets of the Sponsor.
With respect to any Plan Year for which a matching
Sponsor contribution is made, deferred Earnings and the
Sponsor contribution will be distributed as soon as
practicable following the Plan Year in which the Sponsor
contribution becomes vested. However, a General Agent may
elect in writing, subject to the Committee's approval, and
prior to the Plan Year during which a particular Sponsor
contribution becomes vested, to defer distribution of such
Sponsor contribution and/or the applicable deferred
Earnings for a period acceptable to the Committee.
Deferred Earnings attributable to a particular Sponsor
contribution which is forfeited, including any voluntary
deferred Earnings for the same Plan Year, will be
distributed as soon as practicable.
A Member will be entitled to designate a Beneficiary
(and change such designation) in accordance with procedures
established by the Committee. If a Member dies, all
unforfeited Sponsor contributions credited to his Sponsor
Account will become fully vested, and such Sponsor
contributions, the deferred Earnings attributable thereto,
including any voluntary deferred Earnings for the same Plan
Year, and any amounts previously deferred for a period
acceptable to the Committee as described above will be
distributed to the Member's Beneficiary as of the end of
the Plan Year in which the Member's death occurs. In the
absence of written notice contesting a Beneficiary
designation or otherwise contesting a distribution, the
Committee may make distribution in accordance with the
Beneficiary designation of record. If there is no
designated Beneficiary of record at the time of the
Member's death, all distributions will be made to the
Member's estate.
Except as otherwise provided by the Committee, if a
Member's status as a General Agent terminates for a reason
other than death, or if a General Agency terminates its
Deferral Agreement (without entering into a new Deferral
Agreement), all amounts credited to a Member's Sponsor
Account, Member Account and Voluntary Member Account,
including amounts previously deferred for a period
acceptable to the Committee as described above, will remain
subject to the provisions of the Plan, including those
provisions regarding the vesting of Sponsor contributions,
and will be distributed accordingly. Except as otherwise
provided by the Committee, if a General Agency's status as
a General Agency terminates, or if the Committee terminates
the General Agency's participation under the Plan, deferred
Earnings allocated to the Member Accounts and Voluntary
Member Accounts of its General Agents who are Members and
amounts previously deferred for a period acceptable to the
Committee as described above will be distributed as soon as
practicable; Sponsor contributions which have not vested
will be forfeited, while Sponsor contributions which have
vested but have been deferred will be distributed in a
single payment consisting of whole shares plus cash for any
fractional shares.
Each Share distributed under the Plan prior to the
close of business on the earlier of the Distribution Date
and the Termination Date will be distributed along with one
Preferred Share Purchase Right free of charge. See "Common
Stock and Preferred Share Purchase Rights -- Preferred
Share Purchase Rights."
Administration
The Plan will be administered by the Committee. Any
changes in the determinations made by the Committee will be
set forth in a Prospectus Supplement. The Committee may
adopt such interpretations, regulations and procedures as
it deems necessary for the administration of the Plan and
its determination as to such matters will be conclusive
with respect to all Companies, Members and General
Agencies. With respect to the rate of interest for the
Member Accounts and Voluntary Member Accounts, the Earnings
requirements, the percentages of deferred Earnings and the
amount of matching Sponsor contributions, all Committee
determinations and adjustments will be effective only
prospectively. With respect to amounts credited to Member
Accounts and Voluntary Member Accounts, the rate of
interest paid shall be at least 5% per annum. See
"Determinations of the Committee" below.
The Committee may require a Member to furnish such
information as it deems necessary for the administration of
the Plan, and it will provide an annual statement to each
Member which sets forth the balance in the Member's Sponsor
Account, Member Account, and Voluntary Member Account. The
Sponsor may amend or terminate the Plan at any time and a
Company may suspend its participation at any time, but no
amendment, termination or suspension will cause a
forfeiture of any previously vested amount credited to a
Member's Sponsor Account.
The obligation of the Sponsor to make payments of
benefits under the Plan is contractual only and all such
benefits shall be paid from the general assets of the
Sponsor. No Member or Beneficiary of such Member will have
any security interest in any specific assets or funds of
the Sponsor or a Company.
The Plan is governed by and to be construed in
accordance with the laws of the State of New York.
Determinations of the Committee
The determinations described below were effective as
of January 1, 1994. Any changes in the determinations made
by the Committee will be set forth in a Prospectus Supple-
ment.
1. Earnings Requirements, Percentages of Deferred
Earnings and Sponsor Contributions
a. Member Accounts
Each participating General Agency may defer the
percentage of its Earnings listed in column 2 and may
qualify for matching Sponsor contributions in the amount
listed in column 3, provided the Earnings requirements
described in column 1 are satisfied, and further provided
that amounts shall be deferred solely to the extent that
Earnings of a General Agency are available for such purpose
subsequent to such offsets as are applied by a Company for
any indebtedness, obligation or other liability of a
General Agency:
Required Earnings (first policy year commissions)
During Plan Year
at least $80,000 but less than $200,000
at least $200,000 but less than $320,000
at least $320,000 but less than $440,000
at least $440,000
Percentage of General Agency
Earnings to be Deferred
2%
2% or 3%
2%, 3% or 4%
2%, 3%, 4% or 5%
Amount of Sponsor Contribution
100% of amount deferred by General Agency
100% of amount deferred by General Agency
100% of amount deferred by General Agency
100% of amount deferred by General Agency
If a General Agency fails to meet the minimum Earnings
requirements in order to qualify for matching Sponsor
contributions in any Plan Year then, at the Committee's
discretion and if elected by the General Agency, that
General Agency's Earnings may be retained in the Plan and
if, at the end of three consecutive Plan Years the average
of that General Agency's Earnings shall meet the minimum
required for deferral and provided that such Earnings are
at least $70,000 for each of the three consecutive Plan
Years, then that General Agency shall be deemed to have met
the Earnings requirements of the Plan and shall be entitled
to matching Sponsor contributions for each of the three
consecutive Plan Years, which matching Sponsor
contributions shall vest according to the vesting schedule
described above (See "Description of the Plan -- Accounts
and Vesting"). The average of a General Agency's Earnings
shall be calculated by adding the General Agency's Earnings
for each of the three consecutive Plan Years, beginning
with the first Plan Year for which the General Agency did
not meet the minimum Earnings required for matching Sponsor
contributions, and dividing the sum by three.
b. Voluntary Member Accounts
Each participating General Agency may, in addition to
the amount deferred as described above, defer the
percentage of its Earnings listed in column 2 below as
deferrals not subject to matching Sponsor contributions,
provided the Earnings requirements described in column 1
are satisfied, and provided further that amounts shall be
deferred solely to the extent that Earnings of a General
Agency are available for such purpose subsequent to such
offsets as are applied by a Company for any indebtedness,
obligation or other liability of a General Agency:
Required
Earnings
(first policy
year
commissions)
During Plan
Year
Percentage of Gen-
eral Agency Earn-
ings to be
Deferred
at least
$80,000
1%, 2%, 3%, 4% or
5%
For the purposes of (i) determining the Earnings
requirements that a General Agency must satisfy in order to
make deferrals under Sections 3.01 and 3.03 of the Plan,
(ii) satisfying the requirements for a Qualified Year (as
defined under Section 1.12 of the Plan), and (iii)
determining the percentage (1%, 2%, 3%, 4% or 5%) of a
General Agency's earnings that can be deferred under
paragraphs 1a and 1b above, "Earnings" means first policy
year commissions earned during the Plan Year which is
either totally or partially included within the most recent
continuous Period of Participation (as defined in the Plan)
by a General Agency on premiums paid to a Company, on all
types of policies of individual life insurance and
annuities listed in the Schedule of Compensation to a
current General Agency Contract executed by the General
Agency, except RLR Deposits, single premium policies,
Business Whole Life and Joint Business Whole Life policies
("Qualified Products"). Except as provided in the
following paragraph, deferrals will only be made on first
policy year commissions earned on premiums paid to a
Company while a General Agency is participating in the
Plan.
For the purposes of determining the amount that may be
deferred by a General Agency and the amount of matching
sponsor contributions under paragraph (a) above, "Earnings"
shall also include (in addition to the first policy year
commissions described in the preceding paragraph) renewal
commissions which are earned during the Plan Year with
respect to Qualified Products (as defined in the Plan)
having a policy effective date within any Plan Year which
is either totally or partially included within the most
recent continuous period of participation in the Plan by a
General Agency. Amounts shall be deferred solely to the
extent that Earnings of a General Agency are available for
such purpose subsequent to such offsets as are applied by a
Company for any indebtedness, obligation or other liability
of a General Agency.
2. Interest Rate
Member Accounts and Voluntary Member Accounts shall be
credited with simple interest at the rate of 5.25% per
annum, payable or attributable annually in arrears based on
a 360-day year of twelve 30-day months.
3. Sponsor Accounts
The value of Sponsor Accounts shall be increased by
cash dividends paid on Shares (i.e., American General's
Common Stock) then credited to the Sponsor Accounts, and
such additions to Sponsor Accounts shall be in terms of
Shares based on the mean of the high and low sales price
per Share as reported on the NYSE Composite Tape on the
date the cash dividend is paid (or on the last day on which
a sale of a Share occurred prior to the dividend payment
date). The number of Shares so determined shall be
computed to the third decimal place. Sponsor Accounts
shall be credited with the Shares attributable to cash
dividends as of the end of the Plan Year, and the number of
such Shares shall be determined as if such Shares were
credited as of the date the cash dividends were paid.
The value of Sponsor Accounts shall be adjusted in
such manner as the Committee determines to be appropriate
to reflect any stock splits, stock dividends,
recapitalizations, reorganizations, or other similar events
affecting Shares.
Tax Consequences
Earnings deferred by a General Agency pursuant to a
Deferral Agreement with a Company are not subject to
federal income taxes when the deferral is made. When a
General Agent elects prior to the year in which a
particular Sponsor contribution vests to defer distribution
of such contribution and/or the applicable deferred
Earnings for a period acceptable to the Committee, the
amount deferred is not subject to federal income taxes when
the deferral is made. All amounts distributed to a General
Agent are taxable as ordinary income for federal income tax
purposes for the year the distribution is made. In
addition, amounts distributed to a General Agent may be
subject to state and local income taxes, and to federal and
other employment taxes.
The foregoing discussion pertains solely to "cash
basis" taxpayers. In addition, inasmuch as the tax laws,
both Federal and state, are complex and subject to change,
General Agents are advised to consult their own tax
advisors with respect to the tax consequences resulting
from their participation in the Plan.
The Plan is not a qualified plan under sub-section 401
of the Internal Revenue Code, as amended, and is not
covered by the Employee Retirement Income Security Act of
1974.
PLAN OF DISTRIBUTION
Interests in the General Agents Incentive Compensation
Plan are being hereby offered through American General
Securities Incorporated, a subsidiary of American General
which is a registered broker-dealer in certain states, to
invited eligible General Agents of USLIFE's life insurance
subsidiaries. Eligibility requirements are determined by
the Committee which administers the Plan. See "Description
of the Plan -- Determinations of the Committee" herein.
Distributions of Common Stock under the Plan and Rights
appertaining to such Common Stock will be made directly by
American General to qualified agents without the
participation of underwriters or dealers. American General
will pay no underwriters' or dealers' commissions, fees or
other compensation or allow any discounts with respect to
distribution of Common Stock pursuant to the Plan or Rights
appertaining to such Common Stock.
VALIDITY OF SECURITIES
The validity of the Interests in the General Agents
Incentive Compensation Plan and the Common Stock and Rights
appertaining thereto of American General being offered
hereby has been passed upon for American General by Susan
A. Jacobs, Esq., Deputy General Counsel of American General
Corporation, 2929 Allen Parkway, Houston, Texas 77019.
EXPERTS
The consolidated financial statements and schedules of
American General and its subsidiaries appearing in American
General's Current Report on Form 8-K dated October 10, 1997
have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included
therein and incorporated herein by reference. See
"Incorporation of Certain Documents by Reference." Such
financial statements and schedules are, and audited
financial statements and schedules to be included in
subsequently filed documents will be, incorporated herein
by reference in reliance upon the reports of Ernst & Young
LLP pertaining to such financial statements (to the extent
covered by consents filed with the Commission) given upon
the authority of such firm as experts in accounting and
auditing.<PAGE>
No person is authorized to
give any information or make
any representations in con-
nection with the offer
described herein other than
those contained or incor-
porated by reference in this
Prospectus or in the Pro-
spectus Supplement. If given
or made such information or
representation must not be
relied upon as having been
authorized.
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . . . .
Incorporation of Certain
Documents
by Reference . . . . . . . . . . . . . . . . . . . . .
American General Corporation . . . . . . . . . . . . . .
Use of Proceeds. . . . . . . . . . . . . . . . . . . . .
Common Stock and Preferred
Share
Purchase Rights. . . . . . . . . . . . . . . . . . . .
Description of the Plan. . . . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . . . . . . .
Validity of Securities . . . . . . . . . . . . . . . . . .
Experts. . . . . . . . . . . . . . . . . . . . . . . . . .
____________________
This Prospectus does not
constitute an offer to sell or
a solicitation of an offer to
buy any securities other than
the registered securities to
which it relates or an offer
to sell or a solicitation of
an offer to buy such
securities in any circumstance
in which such an offer
or solicitation is or would be unlawful.
Neither the delivery of this Prospectus to-
gether with any Prospectus Supplement nor
any sale made hereunder shall, under any
circumstances, create any implication that
there has been no change in the affairs of
American General since the date hereof or
that the information herein is correct as of
any time subsequent to its date.
AMERICAN GENERAL CORPORATION
Interests in
General Agents Incentive
Compensation Plan
Common Stock
(par value $0.50 per share)
Preferred Share Purchase
Rights
PROSPECTUS
, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission registration fee . . . .
. . . . . . . . . . . . . . . . . $ 600.00
Accounting fees and expenses . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . 3,000.00
Legal fees and expenses (including Blue Sky fees and
expenses). . . . . . . . . . . . . . . 2,500.00
Other . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . -0-
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . $6,100.00
_______________
* All amounts other than the registration fee are
estimated.
Item 15. Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation Act
contains detailed provisions with respect to
indemnification of directors and officers of a Texas
corporation against reasonable expenses actually incurred
in connection with certain legal proceedings.
Article VI of the American General Bylaws sets forth
certain rights of the Registrant's officers and directors
to indemnification. The American General Bylaws, as in
effect on the date hereof, are incorporated by reference
herein as Exhibit 4(b).
The American General Restated Articles of
Incorporation provide that, with certain specified
exceptions, a director of the Registrant will not be liable
to the corporation for monetary damages for an act or
omission in the director's capacity as a director.
Reference is made to the American General Restated Articles
of Incorporation filed as Exhibit 4(a) herein.
The Registrant has placed in effect insurance coverage
which purports (a) to insure it against certain costs of
indemnification which may be incurred by it pursuant to the
aforementioned bylaw provisions or otherwise, and (b) to
insure the officers and directors of the Registrant and of
its specified subsidiaries against certain liabilities
incurred by them in the discharge of their functions as
officers and directors except for liabilities arising from
their own malfeasance.
Item 16. Exhibits.
*4.1 Restated Articles of Incorporation of the
Registrant (including Statement of Resolution
Establishing Series of Shares of Series A Junior
Participating Preferred Stock) (incorporated by
reference to Exhibit 4.1 to Registration
Statement No. 33-33115 filed by the Registrant).
*4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993).
*4.3 Statement of Resolution Establishing Series of
Shares of Series A Cumulative Convertible
Preferred Stock of the Registrant (incorporated
by reference to Exhibit 4(b) to Registration
Statement No. 333-00513 filed by the Registrant).
*4.4 Form of Statement of Resolutions Establishing
Series of Shares of 7% Convertible Preferred
Stock of the Registrant (incorporated by
reference to Exhibit 4(d) to Registration
Statement No. 333-00513 filed by the Registrant).
*4.5 Specimen Stock Certificate for the Registrant's
Common Stock (incorporated by reference to
Exhibit 4 to Form 8-B filed by the Registrant on
June 26, 1980).
*4.6 Junior Subordinated Indenture, dated as of May
15, 1995, between the Registrant and Chemical
Bank, as Trustee, relating to the Registrant's 6%
Series A Convertible Junior Subordinated
Debentures (incorporated by Reference to Exhibit
4(g) to Registration Statement No. 333-00513
filed by the Registrant).
*4.7 Rights Agreement dated as of July 27, 1989, as
amended by the First Amendment thereto dated as
of October 26, 1992, by and between the
Registrant and First Chicago Trust Company of New
York, as Rights Agent (incorporated by reference
to Exhibit 4 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1989,
and to Exhibit 19 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1992, respectively).
*4.8 Terms of the 6% Convertible Monthly Income
Preferred Securities, Series A, of American
General Delaware, L.L.C. (incorporated by
reference to Exhibit 4(i) to Registration
Statement No. 333-00513 filed by the Registrant).
*4.9 Guarantee of the Registrant with respect to the
6% Convertible Monthly Income Preferred
Securities, Series A, of American General
Delaware, L.L.C. (incorporated by reference to
Exhibit 4(j) to Registration Statement No.
333-00513 filed by the Registrant).
*4.10 Resolutions Establishing the Registrant's 6%
Series A Convertible Junior Subordinated
Debentures (incorporated by reference to
Exhibit 4(k) to Registration Statement No.
333-00513 filed by the Registrant).
*4.11 General Agents Incentive Compensation Plan
(incorporated by reference to Exhibit 4(c)
to USLIFE Corporation's Registration
Statement on Form S-3 (File No. 2-93655)).
5 Opinion of Susan A. Jacobs, Esq.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Susan A. Jacobs, Esq. (included
in Exhibit 5 to this Registration
Statement).
24 Powers of Attorney.
_________________
* Previously filed. Not duplicated with this filing.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales of the registrant's securities are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement.
(iii) to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
Provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment in those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the bylaws and other provisions
summarized in Item 15 above or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controller person of the registrant in
the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person
in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on the 14th day of October, 1997.
AMERICAN GENERAL CORPORATION
By /s/ mark s. berg
Mark S. Berg
Senior Vice
President and
General Counsel
Pursuant to the requirements of the Securities Act of
1933, as amended this Registration Statement has been
signed by the following persons in the capacities and on
the dates indicated.
Signature
Title
Date
Robert M. Devlin*
Robert M. Devlin
Chairman, Chief
Executive Officer and
Director (Principal
Executive Officer)
October 14, 1997
/s/ ellen h. masterson
Ellen H. Masterson
Senior Vice-President
and Chief Financial
Officer
(Principal Financial
Officer)
October 14, 1997
/s/ Pamela J. Penny
Pamela J. Penny
Vice President and
Controller
(Controller)
October 14, 1997
J. Evans Attwell*
J. Evans Attwell
Director
October 14, 1997
Brady F. Carruth*
Brady F. Carruth
Director
October 14, 1997
james d. d'agostino, jr.*
James S. D'Agostino, Jr.
Director
October 14, 1997
W. Lipscomb Davis, Jr.*
W. Lipscomb Davis, Jr.
Director
October 14, 1997
Larry D. Horner*
Larry D. Horner
Director
October 14, 1997
michael e. murphy*
Michael E. Murphy
Director
October 14, 1997
Richard J. V. Johnson*
Richard J. V. Johnson
Director
October 14, 1997
Jon P. Newton*
Jon P. Newton
Director
October 14, 1997
Robert E. Smittcamp*
Robert E. Smittcamp
Director
October 14, 1997
Anne M. Tatlock*
Anne M. Tatlock
Director
October 14, 1997
*By: /s/ mark s. berg
Mark S. Berg
(Attorney-in-fact)
October 14, 1997
<PAGE>
INDEX OF EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
*4.1
Restated Articles of Incorporation of the
Registrant (including Statement of
Resolution Establishing Series of Shares of
Series A Junior Participating Preferred
Stock) (incorporated by reference to
Exhibit 4.1 to Registration Statement No.
33-33115 filed by the Registrant).
*4.2
Amended and Restated Bylaws of the
Registrant (incorporated by reference to
Exhibit 3.2 to Registrant's Annual Report
on Form 10-K for the year ended December
31, 1993).
*4.3
Statement of Resolution Establishing Series
of Shares of Series A Cumulative
Convertible Preferred Stock of the
Registrant (incorporated by reference to
Exhibit 4(b) to Registration Statement No.
333-00513 filed by the Registrant).
*4.4
Form of Statement of Resolutions
Establishing Series of Shares of 7%
Convertible Preferred Stock of the
Registrant (incorporated by reference to
Exhibit 4(d) to Registration Statement No.
333-00513 filed by the Registrant).
*4.5
Specimen Stock Certificate for Common Stock
(incorporated by reference to Exhibit 4 to
Form 8-B filed by the Registrant on June
26, 1980).
*4.6
Junior Subordinated Indenture, dated as of
May 15, 1995, between the Registrant and
Chemical Bank, as Trustee, relating to the
Registrant's 6% Series A Convertible Junior
Subordinated Debentures (incorporated by
Reference to Exhibit 4(g) to Registration
Statement No. 333-00513 filed by the
Registrant).
*4.7
Rights Agreement dated as of July 27, 1989,
as amended by the First Amendment thereto
dated as of October 26, 1992, by and
between the Registrant and First Chicago
Trust Company of New York, as Rights Agent
(incorporated by reference to Exhibit 4 to
the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1989,
and to Exhibit 19 to the Registrant's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1992,
respectively).
*4.8
Terms of the 6% Convertible Monthly Income
Preferred Securities, Series A, of American
General Delaware, L.L.C. (incorporated by
reference to Exhibit 4(i) to Registration
Statement No. 333-00513 filed by the
Registrant).
*4.9
Guarantee of the Registrant with respect to
the 6% Convertible Monthly Income Preferred
Securities, Series A, of American General
Delaware, L.L.C. (incorporated by reference
to Exhibit 4(j) to Registration Statement
No. 333-00513 filed by the Registrant).
*4.10
Resolutions Establishing the Registrant's
6% Series A Convertible Junior Subordinated
Debentures (incorporated by reference to
Exhibit 4(k) to Registration Statement No.
333-00513 filed by the Registrant).
*4.11
General Agents Incentive Compensation Plan
(incorporated by reference to Exhibit 4(c)
to USLIFE Corporation's Registration
Statement on Form S-3 (File No. 2-93655)).
5
Opinion of Susan A. Jacobs, Esq.
23(a)
Consent of Ernst & Young LLP.
23(b)
Consent of Susan A. Jacobs, Esq. (included
in Exhibit 5 to this Registration State-
ment).
24
Power of Attorney.
_____________
* Previously filed. Not duplicated with this filing.
P:\WP\PPC\USL\INCOMPS3.A
EXHIBIT 5
October 14, 1997
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
Ladies and Gentlemen:
I have acted as counsel to American General Corporation, a
Texas corporation ("American General") in connection with the
proposed issuance and sale by American General, of up to
36,000 shares of its $.50 par value Common Stock (the "Common
Stock") pursuant to the General Agents Incentive Compensation
Plan (the "Plan") under American General's Registration
Statement on Form S-3 (the "Registration Statement") which is
being filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act").
In this connection, I have examined such documents,
certificates, records, authorizations and proceedings as I
have deemed necessary in order to give the opinions expressed
herein.
Based upon such examination, I advise you that, in my
opinion, when (i) the Registration Statement has become
effective under the Act, and American General has complied in
all material respects with applicable state securities or
blue sky laws; and (ii) the shares of Common Stock have been
issued pursuant to the Plan as described in the prospectus of
the Plan, for a consideration of not less than the aggregate
par value thereof, the Common Stock so issued will be validly
issued, fully paid and nonassessable.
This opinion is furnished to you in connection with the
proposed issuance and sale by American General of its Common
Stock pursuant to the Plan and may not be relied upon for any
other purpose or by any other person or furnished to anyone
else without the prior written consent of the undersigned.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to
me under the caption "Interests of Named Experts and Counsel"
in Item 5 of the Registration Statement. By giving such
consent, I do not admit that I am in the category of persons
whose consent is required under Section 7 of the Act, or the
rules and regulations of the Securities and Exchange
Commission issued thereunder.
Very truly yours,
/s/ SUSAN A. JACOBS
Susan A. Jacobs
Deputy General Counsel
P:\WP\PPC\USL\OPINION2.SAJ
EXHIBIT 23(a)
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the
caption "Experts" in the Registration Statement on Form S-3
for the registration of American General Corporation (AGC)
Common Stock pertaining to the General Agents Incentive
Compensation Plan and to the incorporation by reference
therein of our report dated February 14, 1997 (except Note
2.5, as to which the date is June 17, 1997), with respect
to the consolidated financial statements and schedules of
AGC included in its Current Report on Form 8-K dated
October 10, 1997, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Houston, Texas
October 10, 1997
P:\WP\PPC\USL\E&Y2.INC
EXHIBIT 24
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3, in
connection with the registration of shares of Company common
stock to be used in connection with the General Agents
Incentive Compensation Plan, with such amendments thereto as
may be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may be
necessary or appropriate, together with any and all exhibits
and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her capacity
as a director or officer or both, as the case may be, of the
Company, does hereby appoint JON P. NEWTON and MARK S. BERG,
and each of them, severally, his/her true and lawful attorney
or attorneys-in-fact with or without the other and with full
power of substitution and resubstitution, to execute in
his/her name, place, and stead, in his/her capacity as a
director or officer or both, as the case may be, of the
Company, the Form S-3 and any and all amendments thereto as
said attorneys-in-fact or either of them shall deem necessary
or appropriate, together with all instruments necessary or
incidental in connection therewith, and to file the same or
cause the same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or
desirable in connection with the Form S-3, as fully and for
all intents and purposes as the undersigned might or could do
in person, the undersigned hereby ratifying and approving the
acts of said attorneys-in-fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ J. EVANS ATTWELL
J. Evans Attwell
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3, in
connection with the registration of shares of Company common
stock to be used in connection with the General Agents
Incentive Compensation Plan, with such amendments thereto as
may be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may be
necessary or appropriate, together with any and all exhibits
and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her capacity
as a director or officer or both, as the case may be, of the
Company, does hereby appoint JON P. NEWTON and MARK S. BERG,
and each of them, severally, his/her true and lawful attorney
or attorneys-in-fact with or without the other and with full
power of substitution and resubstitution, to execute in
his/her name, place, and stead, in his/her capacity as a
director or officer or both, as the case may be, of the
Company, the Form S-3 and any and all amendments thereto as
said attorneys-in-fact or either of them shall deem necessary
or appropriate, together with all instruments necessary or
incidental in connection therewith, and to file the same or
cause the same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or
desirable in connection with the Form S-3, as fully and for
all intents and purposes as the undersigned might or could do
in person, the undersigned hereby ratifying and approving the
acts of said attorneys-in-fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ BRADY F. CARRUTH
Brady F. Carruth
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3, in
connection with the registration of shares of Company common
stock to be used in connection with the General Agents
Incentive Compensation Plan, with such amendments thereto as
may be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may be
necessary or appropriate, together with any and all exhibits
and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her capacity
as a director or officer or both, as the case may be, of the
Company, does hereby appoint JON P. NEWTON and MARK S. BERG,
and each of them, severally, his/her true and lawful attorney
or attorneys-in-fact with or without the other and with full
power of substitution and resubstitution, to execute in
his/her name, place, and stead, in his/her capacity as a
director or officer or both, as the case may be, of the
Company, the Form S-3 and any and all amendments thereto as
said attorneys-in-fact or either of them shall deem necessary
or appropriate, together with all instruments necessary or
incidental in connection therewith, and to file the same or
cause the same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or
desirable in connection with the Form S-3, as fully and for
all intents and purposes as the undersigned might or could do
in person, the undersigned hereby ratifying and approving the
acts of said attorneys-in-fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ JAMES S. D'AGOSTINO,
JR.
James S. D'Agostino, Jr.
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3, in
connection with the registration of shares of Company common
stock to be used in connection with the General Agents
Incentive Compensation Plan, with such amendments thereto as
may be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may be
necessary or appropriate, together with any and all exhibits
and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her capacity
as a director or officer or both, as the case may be, of the
Company, does hereby appoint JON P. NEWTON and MARK S. BERG,
and each of them, severally, his/her true and lawful attorney
or attorneys-in-fact with or without the other and with full
power of substitution and resubstitution, to execute in
his/her name, place, and stead, in his/her capacity as a
director or officer or both, as the case may be, of the
Company, the Form S-3 and any and all amendments thereto as
said attorneys-in-fact or either of them shall deem necessary
or appropriate, together with all instruments necessary or
incidental in connection therewith, and to file the same or
cause the same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or
desirable in connection with the Form S-3, as fully and for
all intents and purposes as the undersigned might or could do
in person, the undersigned hereby ratifying and approving the
acts of said attorneys-in-fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ W. LIPSCOMB DAVIS, JR.
W. Lipscomb Davis, Jr.
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3, in
connection with the registration of shares of Company common
stock to be used in connection with the General Agents
Incentive Compensation Plan, with such amendments thereto as
may be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may be
necessary or appropriate, together with any and all exhibits
and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her capacity
as a director or officer or both, as the case may be, of the
Company, does hereby appoint JON P. NEWTON and MARK S. BERG,
and each of them, severally, his/her true and lawful attorney
or attorneys-in-fact with or without the other and with full
power of substitution and resubstitution, to execute in
his/her name, place, and stead, in his/her capacity as a
director or officer or both, as the case may be, of the
Company, the Form S-3 and any and all amendments thereto as
said attorneys-in-fact or either of them shall deem necessary
or appropriate, together with all instruments necessary or
incidental in connection therewith, and to file the same or
cause the same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or
desirable in connection with the Form S-3, as fully and for
all intents and purposes as the undersigned might or could do
in person, the undersigned hereby ratifying and approving the
acts of said attorneys-in-fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ ROBERT M. DEVLIN
Robert M. Devlin
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3, in
connection with the registration of shares of Company common
stock to be used in connection with the General Agents
Incentive Compensation Plan, with such amendments thereto as
may be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may be
necessary or appropriate, together with any and all exhibits
and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her capacity
as a director or officer or both, as the case may be, of the
Company, does hereby appoint JON P. NEWTON and MARK S. BERG,
and each of them, severally, his/her true and lawful attorney
or attorneys-in-fact with or without the other and with full
power of substitution and resubstitution, to execute in
his/her name, place, and stead, in his/her capacity as a
director or officer or both, as the case may be, of the
Company, the Form S-3 and any and all amendments thereto as
said attorneys-in-fact or either of them shall deem necessary
or appropriate, together with all instruments necessary or
incidental in connection therewith, and to file the same or
cause the same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or
desirable in connection with the Form S-3, as fully and for
all intents and purposes as the undersigned might or could do
in person, the undersigned hereby ratifying and approving the
acts of said attorneys-in-fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ LARRY D. HORNER
Larry D. Horner
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3, in
connection with the registration of shares of Company common
stock to be used in connection with the General Agents
Incentive Compensation Plan, with such amendments thereto as
may be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may be
necessary or appropriate, together with any and all exhibits
and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her capacity
as a director or officer or both, as the case may be, of the
Company, does hereby appoint JON P. NEWTON and MARK S. BERG,
and each of them, severally, his/her true and lawful attorney
or attorneys-in-fact with or without the other and with full
power of substitution and resubstitution, to execute in
his/her name, place, and stead, in his/her capacity as a
director or officer or both, as the case may be, of the
Company, the Form S-3 and any and all amendments thereto as
said attorneys-in-fact or either of them shall deem necessary
or appropriate, together with all instruments necessary or
incidental in connection therewith, and to file the same or
cause the same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or
desirable in connection with the Form S-3, as fully and for
all intents and purposes as the undersigned might or could do
in person, the undersigned hereby ratifying and approving the
acts of said attorneys-in-fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ RICHARD J. V. JOHNSON
Richard J. V. Johnson
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3, in
connection with the registration of shares of Company common
stock to be used in connection with the General Agents
Incentive Compensation Plan, with such amendments thereto as
may be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may be
necessary or appropriate, together with any and all exhibits
and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her capacity
as a director or officer or both, as the case may be, of the
Company, does hereby appoint JON P. NEWTON and MARK S. BERG,
and each of them, severally, his/her true and lawful attorney
or attorneys-in-fact with or without the other and with full
power of substitution and resubstitution, to execute in
his/her name, place, and stead, in his/her capacity as a
director or officer or both, as the case may be, of the
Company, the Form S-3 and any and all amendments thereto as
said attorneys-in-fact or either of them shall deem necessary
or appropriate, together with all instruments necessary or
incidental in connection therewith, and to file the same or
cause the same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or
desirable in connection with the Form S-3, as fully and for
all intents and purposes as the undersigned might or could do
in person, the undersigned hereby ratifying and approving the
acts of said attorneys-in-fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ MICHAEL E. MURPHY
Michael E. Murphy
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3, in
connection with the registration of shares of Company common
stock to be used in connection with the General Agents
Incentive Compensation Plan, with such amendments thereto as
may be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may be
necessary or appropriate, together with any and all exhibits
and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her capacity
as a director or officer or both, as the case may be, of the
Company, does hereby appoint JON P. NEWTON and MARK S. BERG,
and each of them, severally, his/her true and lawful attorney
or attorneys-in-fact with or without the other and with full
power of substitution and resubstitution, to execute in
his/her name, place, and stead, in his/her capacity as a
director or officer or both, as the case may be, of the
Company, the Form S-3 and any and all amendments thereto as
said attorneys-in-fact or either of them shall deem necessary
or appropriate, together with all instruments necessary or
incidental in connection therewith, and to file the same or
cause the same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or
desirable in connection with the Form S-3, as fully and for
all intents and purposes as the undersigned might or could do
in person, the undersigned hereby ratifying and approving the
acts of said attorneys-in-fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ JON P. NEWTON
Jon P. Newton
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3, in
connection with the registration of shares of Company common
stock to be used in connection with the General Agents
Incentive Compensation Plan, with such amendments thereto as
may be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may be
necessary or appropriate, together with any and all exhibits
and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her capacity
as a director or officer or both, as the case may be, of the
Company, does hereby appoint JON P. NEWTON and MARK S. BERG,
and each of them, severally, his/her true and lawful attorney
or attorneys-in-fact with or without the other and with full
power of substitution and resubstitution, to execute in
his/her name, place, and stead, in his/her capacity as a
director or officer or both, as the case may be, of the
Company, the Form S-3 and any and all amendments thereto as
said attorneys-in-fact or either of them shall deem necessary
or appropriate, together with all instruments necessary or
incidental in connection therewith, and to file the same or
cause the same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or
desirable in connection with the Form S-3, as fully and for
all intents and purposes as the undersigned might or could do
in person, the undersigned hereby ratifying and approving the
acts of said attorneys-in-fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ ROBERT E. SMITTCAMP
Robert E. Smittcamp
<PAGE>
American General Corporation: Board of Directors
Date: September 11, 1997
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is
to authorize certain officers of the
Company to execute, on behalf of the undersigned
person, the Company's Registration Statement on Form S-3, in
connection with the registration of shares of Company common
stock to be used in connection with the General Agents
Incentive Compensation Plan, with such amendments thereto as
may be necessary or appropriate, together with any and all
exhibits and other related documents, and to file the Form
S-3 and any such amendments with the SEC.
LIMITED POWER OF ATTORNEY
WHEREAS, AMERICAN GENERAL CORPORATION, a Texas
corporation (the "Company"), will file with the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, its Registration
Statement on Form S-3, with such amendments thereto as may be
necessary or appropriate, together with any and all exhibits
and other documents related thereto;
NOW, THEREFORE, the undersigned in his/her capacity
as a director or officer or both, as the case may be, of the
Company, does hereby appoint JON P. NEWTON and MARK S. BERG,
and each of them, severally, his/her true and lawful attorney
or attorneys-in-fact with or without the other and with full
power of substitution and resubstitution, to execute in
his/her name, place, and stead, in his/her capacity as a
director or officer or both, as the case may be, of the
Company, the Form S-3 and any and all amendments thereto as
said attorneys-in-fact or either of them shall deem necessary
or appropriate, together with all instruments necessary or
incidental in connection therewith, and to file the same or
cause the same to be filed with the Commission. Each of said
attorneys-in-fact shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or
desirable in connection with the Form S-3, as fully and for
all intents and purposes as the undersigned might or could do
in person, the undersigned hereby ratifying and approving the
acts of said attorneys-in-fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed
this instrument this 11th day of September, 1997.
/s/ ANNE M. TATLOCK
Anne M. Tatlock
