<PAGE>
As filed with the Securities and Exchange Commission on May 7, 1998.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMERICAN GENERAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
TEXAS 74-0483432
(State of Incorporation) (I.R.S. Employer Identification No.)
2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
(Address of Principal Executive Offices) (Zip Code)
------------------------
AMERICAN GENERAL CORPORATION
DEFERRED COMPENSATION PLAN
(Full Title of the Plan)
MARK S. BERG, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
(713) 522-1111
(Name, Address, and Telephone Number (including Area Code)
of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered(1) Registered(2) Share Price(2) Fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations..................
===========================================================================================
Common Stock, par value $.50
per share (the "Common Stock")
===========================================================================================
Total................... $10,000,000 100% $10,000,000 $ 3,125
===========================================================================================
</TABLE>
(1) The Deferred Compensation Obligations of the Registrant to pay deferred
compensation in the future in accordance with the terms of the American
General Corporation Deferred Compensation Plan for a select group of
eligible employees.
(2) The amount to be registered is estimated solely for purposes of calculating
the registration fee and includes such indeterminate number of shares of
the Registrant's Common Stock as may be issued at indeterminate prices from
time to time as one of the various investment options for participants in
the American General Corporation Deferred Compensation Plan.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this Part I will be
sent or given to employees of the Registrant who are eligible to participate in
the American General Corporation Deferred Compensation Plan (the "Plan") as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended
("Securities Act").
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
This registration statement incorporates herein by reference the following
documents which have been filed (File No. 1-7981) with the Securities and
Exchange Commission (the "Commission") by American General Corporation (the
"Registrant") pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
2. The Registrant's Proxy Statement relating to the Registrant's 1998 annual
meeting of shareholders.
3. The Registrant's Current Reports on Form 8-K dated January 26, January 27,
February 18 and February 25, 1998.
4. The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-B dated June 25, 1980, as amended by
Amendment No. 1 on Form 8 dated December 22, 1983.
5. The description of the Registrant's Preferred Share Purchase Rights contained
in the Registration Statement on Form 8-A dated July 31, 1989, as amended by
Amendment No. 1 on Form 8 dated August 7, 1989.
6. All documents subsequently filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and
prior to the termination of the offering of the securities offered hereby.
Any statement incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document that also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Deferred Compensation Obligations registered hereunder (the "Obligations")
are unsecured obligations of the Registrant to pay deferred compensation in the
future in accordance with the terms of the Plan, which is filed as Exhibit 4.4
to this Registration Statement. Such Exhibit sets forth a description of the
Obligations and is incorporated herein by reference in its entirety in response
to this Item 4., pursuant to Rule 411(b)(3) under the Securities Act of 1933.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities issuable pursuant to the Plan has been passed
upon by Susan A. Jacobs, who is Senior Vice President, Deputy General Counsel
and Corporate Secretary of the Registrant. Presently, Ms. Jacobs does not hold
any Deferred Compensation Obligations under the Plan; however, she may be a
future participant in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act contains detailed
provisions with respect to indemnification of directors and officers of a Texas
corporation against reasonable expenses actually incurred in connection with
certain legal proceedings.
2
<PAGE>
Article VI of the Registrant's Bylaws sets forth certain rights of the
Registrant's officers and directors to indemnification. The Registrant's
Bylaws, as in effect on the date hereof, are incorporated by reference herein as
Exhibit 4.3.
The Registrant's Restated Articles of Incorporation provide that, with certain
specified exceptions, a director of the Registrant will not be liable to the
corporation for monetary damages for an act or omission in the director's
capacity as a director. Reference is made to the Registrant's Restated Articles
of Incorporation filed as Exhibit 4.1 hereto.
The Registrant has placed in effect insurance coverage which purports (a) to
insure it against certain costs of indemnification which may be incurred by it
pursuant to the aforementioned bylaw provisions or otherwise, and (b) to insure
the officers and directors of the Registrant and of specified subsidiaries
against certain liabilities incurred by them in the discharge of their functions
as officers and directors except for liabilities arising from their own
malfeasance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as a part of this registration statement or
incorporated by reference herein:
Exhibit
Number Description
- ------- -----------
4.1 Restated Articles of Incorporation of the Registrant (including
Statement of Resolution Establishing Series of Shares of Series A
Junior Participating Preferred Stock) (incorporated by reference to
Exhibit 4.1 to Registration Statement No. 33-33115 filed by the
Registrant).
*4.2 Articles of Amendment to the Restated Articles of Incorporation of the
Registrant.
4.3 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997).
*4.4 American General Deferred Compensation Plan.
4.5 Statement of Resolution Establishing Series of Shares of Series A
Cumulative Convertible Preferred Stock of the Registrant (incorporated
by reference to Exhibit 4(b) to Registration Statement No. 333-00513
filed by the Registrant).
4.6 Form of Statement of Resolutions Establishing Series of Shares of 7%
Convertible Preferred Stock of the Registrant (incorporated by
reference to Exhibit 4(d) to Registration Statement No. 333-00513 filed
by the Registrant).
4.7 Specimen Stock Certificate for the Registrant's Common Stock
(incorporated by reference to Exhibit 4 to Form 8-B filed by the
Registrant on June 26, 1980).
4.8 Junior Subordinated Indenture, dated as of May 15, 1995, between the
Registrant and Chemical Bank, as Trustee, relating to the Registrant's
6% Series A Convertible Junior Subordinated Debentures (incorporated by
reference to Exhibit 4(g) to Registration Statement No. 333-00513 filed
by the Registrant).
3
<PAGE>
Exhibit
Number Description
- ------- -----------
4.9 Rights Agreement dated as of July 27, 1989, as amended by the First
Amendment thereto dated as of October 26, 1992, by and between the
Registrant and First Chicago Trust Company of New York, as Rights Agent
(incorporated by reference to Exhibit 4 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1989, and to Exhibit
19 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992, respectively).
4.10 Terms of the 6% Convertible Monthly Income Preferred Securities, Series
A, of American General Delaware, L.L.C. (incorporated by reference to
Exhibit 4(i) to Registration Statement No. 333-00513 filed by the
Registrant).
4.11 Guarantee of the Registrant with respect to the 6% Convertible Monthly
Income Preferred Securities, Series A, of American General Delaware,
L.L.C. (incorporated by reference to Exhibit 4(j) to Registration
Statement No. 333-00513 filed by the Registrant).
4.12 Resolutions Establishing the Registrant's 6% Series A Convertible
Junior Subordinated Debentures (incorporated by reference to Exhibit
4(k) to Registration Statement No. 333-00513 filed by the Registrant).
*5 Opinion of Susan A. Jacobs, Deputy General Counsel of the Registrant.
*23.1 Consent of Susan A. Jacobs, Deputy General Counsel of American General
(contained in opinion in Exhibit 5).
*23.2 Consent of Ernst & Young L.L.P., Independent Auditors.
*24 Powers of Attorney (included on the signature page
of this registration statement).
- ----------------------
* Filed Herewith
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
4
<PAGE>
reports filed by the Registrant pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the bylaws and other provisions summarized in Item 6
above, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below in the capacity of an officer or
director of the Registrant hereby appoints Jon P. Newton, Mark S. Berg and Ellen
H. Masterson and each of them, each one of whom may act without the joinder of
the other, as his/her attorney-in-fact, with full power of substitution and
resubstitution, to sign on his/her behalf and in the capacity stated below and
to file all post-effective amendments to this Registration Statement, which
amendment or amendments may make such changes and additions in this Registration
Statement as such attorney-in-fact may deem necessary or appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, as of May 6, 1998.
AMERICAN GENERAL CORPORATION
By: /s/ ELLEN H. MASTERSON
-------------------------------
Name: Ellen H. Masterson
Title: Senior Vice President and Chief
Financial Officer
Pursuant to the requirement of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROBERT M. DEVLIN Chairman, Chief Executive Officer May 6, 1998
- --------------------- and Director (Principal Executive Officer)
(Robert M. Devlin)
/s/ ELLEN H. MASTERSON Senior Vice President and Chief Financial Officer May 6, 1998
- --------------------- (Principal Financial Officer)
(Ellen H. Masterson)
/s/ PAMELA J. PENNY Vice President and Controller May 6, 1998
- --------------------- (Principal Accounting Officer)
(Pamela J. Penny)
/s/ J. EVANS ATTWELL Director May 6, 1998
- --------------------
(J. Evans Attwell)
</TABLE>
6
<PAGE>
Signature Title Date
--------- ----- ----
/s/ BRADY F. CARRUTH Director May 6, 1998
- ----------------------------
(Brady F. Carruth)
/s/ JAMES S. D'AGOSTINO, JR. Director May 6, 1998
- ----------------------------
(James S. D'Agostino, Jr.)
/s/ W. LIPSCOMB DAVIS, JR. Director May 6, 1998
- ----------------------------
(W. Lipscomb Davis, Jr.)
/s/ LARRY D. HORNER Director May 6, 1998
- ----------------------------
(Larry D. Horner)
/s/ RICHARD J. V. JOHNSON Director May 6, 1998
- ----------------------------
(Richard J.V. Johnson)
/s/ MICHAEL E. MURPHY Director May 6, 1998
- ----------------------------
(Michael E. Murphy)
/s/ JON P. NEWTON Director May 6, 1998
- ----------------------------
(Jon P. Newton)
/s/ ROBERT E. SMITTCAMP Director May 6, 1998
- ----------------------------
(Robert E. Smittcamp)
/s/ ANNE M. TATLOCK Director May 6, 1998
- ----------------------------
(Anne M. Tatlock)
7
<PAGE>
Signature Title Date
--------- ----- ----
- ---------------------------- Director May , 1998
(Michael J. Poulos)
8
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
4.1 Restated Articles of Incorporation of the Registrant (including
Statement of Resolution Establishing Series of Shares of Series A Junior
Participating Preferred Stock) (incorporated by reference to Exhibit 4.1
to Registration Statement No. 33-33115 filed by the Registrant).
*4.2 Articles of Amendment to the Restated Articles of Incorporation of the
Registrant
4.3 Amended and Restated Bylaws of the Registrant (incorporated by reference
to Exhibit 3 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997).
*4.4 American General Deferred Compensation Plan.
4.5 Statement of Resolution Establishing Series of Shares of Series A
Cumulative Convertible Preferred Stock of the Registrant (incorporated
by reference to Exhibit 4(b) to Registration Statement No. 333-00513
filed by the Registrant).
4.6 Form of Statement of Resolutions Establishing Series of Shares of 7%
Convertible Preferred Stock of the Registrant (incorporated by reference
to Exhibit 4(d) to Registration Statement No. 333-00513 filed by the
Registrant).
4.7 Specimen Stock Certificate for the Registrant's Common Stock
(incorporated by reference to Exhibit 4 to Form 8-B filed by the
Registrant on June 26, 1980).
4.8 Junior Subordinated Indenture, dated as of May 15, 1995, between the
Registrant and Chemical Bank, as Trustee, relating to the Registrant's
6% Series A Convertible Junior Subordinated Debentures (incorporated by
reference to Exhibit 4(g) to Registration Statement No. 333-00513 filed
by the Registrant).
4.9 Rights Agreement dated as of July 27, 1989, as amended by the First
Amendment thereto dated as of October 26, 1992, by and between the
Registrant and First Chicago Trust Company of New York, as Rights Agent
(incorporated by reference to Exhibit 4 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1989, and to Exhibit
19 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992, respectively).
4.10 Terms of the 6% Convertible Monthly Income Preferred Securities, Series
A, of American General Delaware, L.L.C. (incorporated by reference to
Exhibit 4(i) to Registration Statement No. 333-00513 filed by the
Registrant).
4.11 Guarantee of the Registrant with respect to the 6% Convertible Monthly
Income Preferred Securities, Series A, of American General Delaware,
L.L.C. (incorporated by reference to Exhibit 4(j) to Registration
Statement No. 333-00513 filed by the Registrant).
4.12 Resolutions Establishing the Registrant's 6% Series A Convertible Junior
Subordinated Debentures (incorporated by reference to Exhibit 4(k) to
Registration Statement No. 333-00513 filed by the Registrant).
*5 Opinion of Susan A. Jacobs, Deputy General Counsel of the Registrant.
*23.1 Consent of Susan A. Jacobs, Deputy General Counsel of American General
(contained in opinion in Exhibit 5).
*23.2 Consent of Ernst & Young L.L.P., Independent Auditors.
*24 Powers of Attorney (included on the signature page of this
registration statement).
- ------------------------
* Filed Herewith
9
<PAGE>
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN GENERAL CORPORATION
Pursuant to the provisions of Article 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
its Restated Articles of Incorporation:
ARTICLE ONE. The name of the corporation is American General Corporation.
ARTICLE TWO. The following amendment (the "Amendment") to the Restated
Articles of Incorporation was approved by the shareholders of the corporation on
April 30, 1998:
The first paragraph of ARTICLE FOUR is amended to read in its entirety as
follows:
ARTICLE FOUR
The aggregate number of shares of stock which the corporation shall have
the authority to issue is eight hundred sixty million (860,000,000) shares,
consisting of sixty million (60,000,000) shares of Preferred Stock of the
par value of One Dollar Fifty Cents ($1.50) per share (hereinafter referred
to as the "Preferred Stock"), and eight hundred million (800,000,000)
shares of Common Stock of the par value of Fifty Cents ($0.50) per share
(hereinafter referred to as the "Common Stock").
ARTICLE THREE. As of the record date for the meeting at which the
shareholders were entitled to vote on the Amendment, a total of 253,740,059
shares of Common Stock (one vote for each share) and 2,317,701 shares of
Preferred Stock (four-fifths of one vote for each share) were outstanding and
entitled to vote on the Amendment. The affirmative vote of at least two-thirds
of the outstanding shares of Common Stock and Preferred Stock voting together as
a class, and the affirmative vote of at least two-thirds of the outstanding
shares of Common Stock voting separately as a class, was required for approval
of the Amendment.
The number of shares of each class voted for and against the
Amendment, respectively was:
Number of Shares Voted
----------------------
Class For Against
----- --- -------
Common 205,510,478 20,960,903
Preferred 1,405,498 1,086
Dated this 30th day of April, 1998.
AMERICAN GENERAL CORPORATION
By: /S/ SUSAN A. JACOBS
--------------------------------------
Susan A. Jacobs
Senior Vice President and Corporate
Secretary
<PAGE>
AMERICAN GENERAL CORPORATION
DEFERRED COMPENSATION PLAN
Effective Date: July 4, 1998
<PAGE>
TABLE OF CONTENTS
ARTICLE PAGE
- ------- ----
I. DEFINITIONS AND CONSTRUCTION................................... 1
1.1 DEFINITIONS............................................... 1
(a) ACCOUNT.............................................. 1
(b) AFFILIATE............................................ 1
(c) BOARD................................................ 1
(d) CODE................................................. 1
(e) COMPANY.............................................. 1
(f) DEFERRAL AWARDS...................................... 1
(g) DEFERRAL AWARD SUBACCOUNT............................ 1
(h) DEFERRALS............................................ 2
(i) DISABILITY........................................... 2
(j) EFFECTIVE DATE....................................... 2
(k) ELIGIBLE INDIVIDUAL.................................. 2
(l) ENTRY DATE........................................... 2
(m) FUNDS................................................ 2
(n) MEMBER............................................... 2
(o) PAY.................................................. 2
(p) PLAN................................................. 2
(q) PLAN ADMINISTRATOR................................... 2
(r) PLAN YEAR............................................ 2
(s) RETIREMENT........................................... 2
(t) STOCK FUND........................................... 3
(u) TRUST................................................ 3
(v) TRUST AGREEMENT...................................... 3
(w) TRUST FUND........................................... 3
(x) TRUSTEE.............................................. 3
(y) VALUATION DATES...................................... 3
1.2 NUMBER AND GENDER......................................... 3
1.3 HEADINGS.................................................. 3
II. PARTICIPATION.................................................. 3
2.1 ELIGIBILITY............................................... 3
2.2 PARTICIPATION............................................. 3
III. ACCOUNT CREDITS AND ALLOCATIONS................................ 4
3.1 DEFERRALS................................................. 4
3.2 DEFERRAL AWARDS........................................... 5
3.3 ALLOCATION OF NET INCOME OR NET LOSS EQUIVALENTS.......... 5
IV. DEEMED INVESTMENT OF FUNDS..................................... 6
-i-
<PAGE>
V. VESTING AND FORFEITURES........................................ 7
VI. WITHDRAWALS.................................................... 7
6.1 IN GENERAL................................................ 7
6.2 HARDSHIP.................................................. 7
VII. DISTRIBUTIONS.................................................. 8
7.1 AMOUNT OF BENEFIT......................................... 8
7.2 TIME OF PAYMENT........................................... 8
7.3 ALTERNATIVE FORMS OF BENEFIT PAYMENTS..................... 9
7.4 DESIGNATION OF BENEFICIARIES.............................. 9
7.5 CHANGE IN PAY-OUT OF CERTAIN BENEFITS..................... 10
7.6 PAYMENT OF BENEFITS....................................... 10
7.7 UNCLAIMED BENEFITS........................................ 10
VIII. ADMINISTRATION OF THE PLAN..................................... 10
8.1 APPOINTMENT OF PLAN ADMINISTRATOR......................... 10
8.2 RECORDS AND PROCEDURES.................................... 10
8.3 SELF-INTEREST OF PLAN ADMINISTRATOR....................... 10
8.4 COMPENSATION AND BONDING.................................. 11
8.5 PLAN ADMINISTRATOR POWERS AND DUTIES...................... 11
8.6 COMPANY TO SUPPLY INFORMATION............................. 11
8.7 CLAIMS REVIEW............................................. 12
IX. ADMINISTRATION OF FUNDS........................................ 12
9.1 PAYMENT OF EXPENSES....................................... 12
9.2 TRUST FUND PROPERTY....................................... 13
X. NATURE OF THE PLAN............................................. 13
XI. ADOPTING ENTITIES.............................................. 14
XII. MISCELLANEOUS.................................................. 14
12.1 NOT CONTRACT OF EMPLOYMENT................................ 14
12.2 ALIENATION OF INTEREST FORBIDDEN.......................... 14
12.3 WITHHOLDING............................................... 14
12.4 GUARANTY.................................................. 14
12.5 AMENDMENT AND TERMINATION................................. 15
12.6 SEVERABILITY.............................................. 15
12.7 GOVERNING LAWS............................................ 15
-ii-
<PAGE>
AMERICAN GENERAL CORPORATION
DEFERRED COMPENSATION PLAN
W I T N E S S E T H :
WHEREAS, AMERICAN GENERAL CORPORATION and its Affiliates desire to adopt
the AMERICAN GENERAL CORPORATION DEFERRED COMPENSATION PLAN (the "PLAN") for the
benefit of certain eligible individuals;
NOW THEREFORE, the Plan is hereby adopted as follows, effective as of July
4, 1998:
I.
DEFINITIONS AND CONSTRUCTION
1.1 DEFINITIONS. Where the following words and phrases appear in the
Plan, they shall have the respective meanings set forth below, unless their
context clearly indicates to the contrary.
(a) ACCOUNT: An individual account for each Member to which is credited the
Deferrals made on his behalf pursuant to Section 3.1 and which is credited or
debited for such account's allocation of net income (or net loss) equivalents as
provided in Section 3.3.
(b) AFFILIATE: Each corporation or unincorporated entity, directly or
indirectly, through one or more intermediaries, controlling, controlled by, or
under common control with American General Corporation. For this purpose,
control shall be determined by a more than 50% ownership standard.
(c) BOARD: The Board of Directors of American General Corporation.
(d) CODE: The Internal Revenue Code of 1986, as amended.
(e) COMPANY: American General Corporation and its Affiliates, other than
those Affiliates excluded from the Plan pursuant to the provisions of Article
XI.
(f) DEFERRAL AWARDS: Awards made by the Company on a Member's behalf pursuant
to Section 3.2.
(g) DEFERRAL AWARD SUBACCOUNT: A subaccount of a Member's Account as described
in Section 3.2.
-1-
<PAGE>
(h) DEFERRALS: Deferrals made by the Company on a Member's behalf pursuant to
Section 3.1.
(i) DISABILITY: The total and permanent disability of a Member, as determined
in the sole discretion of the Plan Administrator, based on a written medical
opinion (unless waived by the Plan Administrator as unnecessary), that such
Member is permanently incapable of performing his job for physical or mental
reasons.
(j) EFFECTIVE DATE: July 4, 1998.
(k) ELIGIBLE INDIVIDUAL: Any individual who is employed by the Company in the
Office of the Chairman or as an Executive designated by the American General
Corporation Office of the Chairman.
(l) ENTRY DATE: The first day of each Plan Year and, with respect to an
Eligible Individual who becomes a Member on other than the first day of a Plan
Year, the date such Eligible Individual becomes a Member in such Plan Year.
(m) FUNDS: The investment funds designated from time to time for the deemed
investment of Accounts pursuant to Article IV.
(n) MEMBER: Each Eligible Individual who has met the eligibility requirements
for participation in the Plan and who has become a Member pursuant to Article
II.
(o) PAY: The total of all amounts paid by the Company to or for the benefit
of a Member for services rendered or labor performed, which are required to be
reported on such Member's federal income tax withholding statement(s) (Form W-2,
1099, or their subsequent equivalents), excluding taxable income resulting from
the exercise of nonqualified stock options, the imputed value of group term life
insurance, relocation reimbursements and from non-cash executive perquisites,
deductions for supplemental life and medical coverages or other similar payroll
deductions, plus any amounts such Member could have received in cash in lieu of
Deferrals pursuant to Section 3.1.
(p) PLAN: The American General Corporation Deferred Compensation Plan, as
amended from time to time.
(q) PLAN ADMINISTRATOR: The administrative Committee appointed by the Board.
(r) PLAN YEAR: The short period commencing on July 4, 1998 and ending on
December 31, 1998, and thereafter, the twelve-consecutive month period
commencing January 1 of each year.
(s) RETIREMENT: A Member's termination of employment with the Company and its
Affiliates on or after normal retirement under the American General Retirement
Plan or, if applicable, under the American General Supplemental Executive
Retirement Plan, or their successor plans.
-2-
<PAGE>
(t) STOCK FUND: The Fund deemed invested in the common stock of American
General Corporation.
(u) TRUST: The trust, if any, established under the Trust Agreement.
(v) TRUST AGREEMENT: The agreement, if any, entered into between the Company
and the Trustee pursuant to Article X.
(w) TRUST FUND: The funds and properties, if any, held pursuant to the
provisions of the Trust Agreement, together with all income, profits and
increments thereto.
(x) TRUSTEE: The trustee appointed by the Board who is qualified and acting
under the Trust Agreement at any time.
(y) VALUATION DATES: Each Entry Date and any other interim Valuation Date
designated by the Plan Administrator on a nondiscriminatory basis.
Notwithstanding the foregoing, an interim Valuation Date shall be designated as
the date next preceding the date a withdrawal or payment of a Member's benefit
is to be made or to commence pursuant to Article VI or Article VII.
1.2 NUMBER AND GENDER. Wherever appropriate herein, words used in the
singular shall be considered to include the plural and words used in the plural
shall be considered to include the singular. The masculine gender, where
appearing in the Plan, shall be deemed to include the feminine gender.
1.3 HEADINGS. The headings of Articles and Sections herein are included
solely for convenience, and if there is any conflict between such headings and
the text of the Plan, the text shall control.
II.
PARTICIPATION
2.1 ELIGIBILITY. Any Eligible Individual shall be eligible to become a
Member of the Plan for any Plan Year by electing to make Deferrals pursuant to
Section 3.1(a).
2.2 PARTICIPATION.
(a) Prior to each Entry Date, the Plan Administrator shall notify
those Eligible Individuals who are determined by the Plan Administrator to be
eligible to initially become Members pursuant to Section 2.1 as of such Entry
Date. Any such Eligible Individual may become a Member for the Plan Year
beginning on such Entry Date by effecting, prior to such Entry Date and within
the time period specified herein, the Deferral election prescribed by the Plan
Administrator. Notwithstanding any provision herein to the contrary, an Eligible
Individual who first becomes an Eligible Individual on other than the first day
of a Plan Year may become a Member on the first day of the first pay period
coinciding with or next following the date he first becomes an Eligible
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Individual for the remainder of such Plan Year with respect to Deferrals
pursuant to Section 3.1(a) by effecting, prior to or within 30 days after the
date he first becomes an Eligible Individual and within the time period
prescribed by the Plan Administrator, the Deferral election prescribed by the
Plan Administrator.
(b) Notwithstanding any provision herein to the contrary, an Eligible
Individual who has become a Member of the Plan shall cease to be entitled to
make Deferrals hereunder effective as of the last day of any Plan Year
designated by the Board or the Plan Administrator. Any such Board or Plan
Administrator action shall be communicated to the affected individual prior to
the effective date of such action. Any such Eligible Individual may again
become entitled to make Deferrals hereunder for any subsequent Plan Year
selected by the Board or Plan Administrator in its sole discretion.
III.
ACCOUNT CREDITS AND ALLOCATIONS
3.1 DEFERRALS.
(a) A Member may:
(1) Elect to defer from his Pay a fixed amount of his annual base
salary for a Plan Year; and/or
(2) Elect to defer from his Pay an integral percentage of from 0%
to 100% of his annual cash incentive bonus for a Plan Year below a stated
amount and an integral percentage from 0% to 100% above the same stated
amount.
With respect to an Eligible Individual who first becomes a Member on other than
the first day of a Plan Year, any such Deferrals pursuant to Section 3.1(a)(1)
shall apply only for the portion of such Plan Year commencing with the date he
first becomes a Member and ending on the last day of such Plan Year. Any
Deferral election pursuant to Sections 3.1(a)(1) and/or 3.1(a)(2) for the
initial Plan Year must be made on or before 30 days following the adoption of
this Plan at such time and in such form as prescribed by the Plan Administrator.
Any Deferral election pursuant to Sections 3.1(a)(1) and/or 3.1(a)(2) for
subsequent Plan Years must be made on or before the December 31 preceding such
Plan Year at such time and in such form as prescribed by the Plan Administrator.
(b) Pay for a Plan Year not so deferred by such election pursuant to
this Section shall be received by such Member in cash. A Member's election to
defer an amount of his Pay pursuant to this Section shall be made by effecting,
in the form prescribed by the Plan Administrator, a Deferral election pursuant
to which the Member authorizes the Company to reduce his Pay in the elected
amount and the Company, in consideration thereof, agrees to credit an equal
amount to such Member's Account maintained under the Plan. The reduction in a
Member's Pay pursuant to Section 3.1(a)(1) shall be effected by equal Pay
reductions each pay period during the applicable portion of the Plan Year as
determined by the Plan Administrator following the effective date of such
election.
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The reduction in a Member's Pay pursuant to Section 3.1(a)(2) shall be
effected by a Pay reduction at the time such annual cash incentive bonus is
paid. Such Pay reductions shall be within the Plan Year to which the Deferral
election relates, except that Pay reductions attributable to elections pursuant
to Section 3.1(a)(2) may be made within the next following Plan Year if the
annual cash incentive bonus to which the Deferral election relates is paid in
such next following Plan Year. Deferrals made by a Member shall be credited to
such Member's Account as of the date deferred.
(c) Notwithstanding the foregoing, a Deferral election of a Member
pursuant to Section 3.1(a)(1) for a Plan Year shall be automatically suspended
during such Member's unpaid leave of absence, period of coverage under the
Company's short-term disability program if such Member is receiving less than
full pay or period of Disability and upon termination of such Member's
employment with the Company and its Affiliates. A Deferral election of a Member
pursuant to Section 3.1(a) may, with the consent of the Plan Administrator, be
suspended for the remainder of the Plan Year in which such Member has an unpaid
leave of absence, period of coverage under the Company's short-term disability
program or period of Disability. Any such Member may again become entitled to
make Deferrals hereunder for any subsequent Plan Year following return to full-
time employment.
(d) A Deferral election shall indicate the applicable time and form of
payment, as provided in Sections 7.2 and 7.3, for the Pay deferred thereunder
for such Plan Year and the net income (or net loss) equivalents allocated with
respect thereto. A Member may make different time and form of payment elections
with respect to Deferrals for each Plan Year. Each Member's Account shall be
divided into subaccounts to reflect such Member's various elections of time and
form of payment for each Plan Year.
(e) A Deferral election pursuant to Section 3.1(a) shall become
effective as of the Entry Date which is on or after the date the election is
effected by the Member. A Deferral election shall only remain in force and
effect for the entire (or partial, if applicable) Plan Year to which such
election relates. A Member who has made a Deferral election pursuant to Section
3.1(a) for any Plan Year shall make a new Deferral election, which may be
different from his prior Deferral election, as of the Entry Date of each
subsequent Plan Year, by effecting such new Deferral election prior to such
Entry Date and within the time period prescribed by the Plan Administrator.
3.2 Deferral Awards. Each Member who makes a Deferral election pursuant
to Section 3.1(a) shall designate, in accordance with Article IV, the manner in
which Deferrals allocated to his Account shall be deemed invested. To the
extent any such Member designates the Stock Fund for the deemed investment of
his Deferrals for a Plan Year, such Member's Account shall be credited with a
Deferral Award for such Plan Year equal to 20% of such Deferrals. Any such
Deferral Award shall be credited at the same time or times that the underlying
Deferrals are credited. Any such Deferral Award shall be held in a separate
Deferral Award Subaccount of such Member's Account.
3.3 Allocation of Net Income or Net Loss Equivalents.
(a) As of each Valuation Date, the Plan Administrator shall determine
the net income (or net loss) equivalents of each Fund for the period elapsed
since the next preceding Valuation Date. The net income (or net loss)
equivalent of each Fund since the next preceding
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Valuation Date shall be ascertained by the Plan Administrator based upon changes
in asset value in such manner as it deems appropriate, which may include
expenses of operating the Fund.
(b) For purposes of allocations of net income (or net loss)
equivalents, each Member's Account shall be divided into subaccounts to reflect
such Member's deemed investment in a particular Fund or Funds pursuant to
Article IV. As of each Valuation Date, the net income (or net loss) equivalent
of each Fund, separately and respectively, shall be allocated among the
corresponding subaccounts of the Members who were deemed to have had such
corresponding subaccounts invested in such Funds since the next preceding
Valuation Date.
(c) So long as there is any balance in any Account, such Account shall
continue to receive allocations pursuant to this Section.
IV.
DEEMED INVESTMENT OF FUNDS
Each Member shall designate, in accordance with the procedures established
from time to time by the Plan Administrator, the manner in which the Deferrals
allocated to his Account (other than his Deferral Award Subaccount) shall be
deemed to be invested from among the Funds made available from time to time for
such purpose by the Plan Administrator. Such Funds may include the Stock Fund.
Such Member may designate one of such Funds for the deemed investment of all the
Deferrals allocated to his Account or he may split the deemed investment of the
Deferrals allocated to his Account among such Funds in 5% percentage increments.
If a Member fails to make a proper designation, then his Deferrals shall be
deemed to be invested in the Fund or Funds designated by the Plan Administrator
from time to time in a uniform and nondiscriminatory manner.
A Member may change his deemed investment designation for future Deferrals
to be allocated to his Account. Any such change shall be made as of the first
day of the first pay period beginning in any calendar quarter in accordance with
the procedures established by the Plan Administrator, and the frequency of such
changes may be limited by the Plan Administrator.
Notwithstanding the foregoing, a Member's Deferral Award Subaccount shall
be deemed, at all times, to be invested in the Stock Fund.
Deemed investment of Deferrals in the common stock of American General
Corporation, and dividend equivalents thereon, shall be credited to a Member's
Deferral Award Subaccount at the closing price of such common stock on the New
York Stock Exchange on the applicable date, or, if no such closing price was
reported, on the nearest date before such applicable date on which such closing
price was reported.
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V.
VESTING AND FORFEITURES
A Member shall be 100% vested in his Account (other than his Deferral Award
Subaccount) at all times. A Member shall be 100% vested in the Deferral Award
(and net accretions attributable thereto) allocated to his Deferral Award
Subaccount for a Plan Year as of the earlier of (i) the last day of the second
Plan Year following the close of such Plan Year, (ii) his Disability, (iii) his
death, (iv) his termination by the Company without "cause" or by the Member for
"good reason," as defined in the Member's employment agreement with American
General Corporation, only if the Member is employed in the American General
Corporation Office of the Chairman, or (v) a "change in control" as defined in
the Trust. A Member shall also be 100% vested in the Deferral Award (and net
accretions attributable thereto) allocated to his Deferral Award Subaccount for
a Plan Year on his Retirement, provided that the Deferral Awards (and net
accretions attributable thereto) for the year of and the year preceding
Retirement shall be vested only to the extent such Deferral Awards (excluding
net accretions attributable thereto) do not exceed the Deferral Awards
(excluding net accretions attributable thereto) for the second and third Plan
Years preceding the Plan Year in which Retirement occurs. Any adjustment
necessary to achieve the proviso in the preceding sentence shall be made by
forfeiting the Deferral Awards (and net accretions attributable thereto) made
closest in time to the Retirement, to the extent necessary. Notwithstanding the
foregoing, in the event of the termination of the employment of a Member due to
the sale, exchange, disposition, or divestiture of a subsidiary of American
General Corporation or of the assets of American General Corporation or of one
of its subsidiaries to one or more unrelated entities, the Member shall be
vested in the Deferral Award (and net accretions attributable thereto) allocated
to his Deferral Award Subaccount for a Plan Year determined by multiplying such
amounts by a fraction (not to exceed one), the numerator of which is the number
of months elapsed from the first day of such Plan Year, and the denominator of
which is thirty-six. A Member's Deferral Award Subaccount shall be further
divided into subaccounts to reflect the Deferral Award allocated for each
respective Plan Year.
Until becoming vested, a Member shall be 0% vested in each respective
Deferral Award (and net accretions attributable thereto). Upon termination of
a Member's employment with American General Corporation and its Affiliates, the
portion of the Member's Deferral Award Subaccount in which he is not vested
shall be forfeited to the Company.
VI.
WITHDRAWALS
6.1 In General. Except as provided in this Article VI and in Article VII,
Members shall not be permitted to make withdrawals from the Plan. Members shall
not, at any time, be permitted to borrow from the Plan.
6.2 Hardship. Upon approval by the Personnel Committee of American
General Corporation with respect to a Member who is a reporting person pursuant
to Section 16 of Securities Exchange Act of 1934, or upon approval by the Plan
Administrator with respect to other Members,
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a Member may receive a withdrawal benefit from the Plan upon written petition
and a showing of financial hardship, but subject to the sole discretion of the
Personnel Committee of American General Corporation or the Plan Administrator,
as applicable. For this purpose, financial hardship shall mean the immediate and
heavy financial need of the Member which cannot be reasonably satisfied from
other resources. In addition to any immediate and heavy financial need as may be
determined by the Plan Administrator, a withdrawal benefit shall be deemed to be
made on account of an immediate and heavy financial need of a Member if the
withdrawal is on account of:
(a) medical expenses described in section 213(d) of the Code incurred
by the Member, the Member's spouse, or any dependents of the Member (as
defined in section 152 of the Code) or necessary for those persons to
obtain medical care described in section 213(d) of the Code, and not
reimbursed by insurance;
(b) costs directly related to the purchase (excluding mortgage
payments) of a principal residence of the Member;
(c) payment of tuition and related educational fees for the next
twelve months of post-secondary education of the Member, or the Member's
spouse, children, or dependents (as defined in section 152 of the Code); or
(d) the need to prevent the eviction of the Member from his principal
residence or foreclosure on the mortgage of the Member's principal
residence.
A Member's withdrawal benefit shall be determined as of any Valuation Date, in
an amount not to exceed the lesser of (i) the amount determined by the Plan
Administrator as necessary to meet such Member's needs created by the hardship
or (ii) the then value of such Member's vested interest in his Account. Such
withdrawal benefit shall be paid in a single lump sum, cash payment as soon as
administratively practicable after the Plan Administrator has made its
determinations with respect to the availability and amount of such benefit.
Within the applicable Account or subaccount, such withdrawal benefit shall be
considered to have been distributed from Deferrals and Deferral Awards
(including net income (or net loss) attributable thereto) on a first-in, first-
out basis.
VII.
DISTRIBUTIONS
7.1 Amount of Benefit. A Member or, in the event of the death of the
Member, the Member's designated beneficiary, shall be entitled to a benefit
equal in value to the Member's vested interest in his Account as of the
Valuation Date next preceding the date the payment of such benefit is to be made
or to commence pursuant to Section 7.2 (plus any annual cash incentive bonus
Deferral not previously allocated to such Account).
7.2 Time of Payment. Payment of a Member's benefit under Section 7.1
shall be made or commence, with respect to such Member's Account, or with
respect to such Member's subaccounts established pursuant to Section 3.1(d),
separately and respectively, as soon as
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administratively practicable as of the date irrevocably elected by such Member
pursuant to Section 3.1(d). A Member may, pursuant to Section 3.1(d), elect the
date distribution of his Deferrals for any Plan Year will be made or commence,
which date may be as of any Entry Date coincident with or subsequent to the
fourth Entry Date following the applicable Deferral election or the earlier of
said date and the first day of the calendar year following (i) his death, (ii)
his Disability, (iii) his Retirement, (iv) a "change in control" as defined in
the Trust, or (v) his other termination of employment with the Company and its
Affiliates. With respect to any portion of a Member's benefit for which no time
of payment election is in effect, such amount shall be made or commence as of
the Entry Date coincident with or next following his normal retirement or
earlier termination of employment with the Company and its Affiliates.
7.3 Alternative Forms of Benefit Payments. A Member's benefit under
Section 7.1 shall be paid, with respect to such Member's Account, or with
respect to such Member's subaccounts established pursuant to Section 3.1(d)
separately and respectively, in one of the following forms irrevocably elected
by such Member pursuant to Section 3.1(d):
(a) One lump sum payment; or
(b) Quarterly or annual installment payments for a term certain not to
exceed ten years, payable to the Member or, in the event of such Member's
death prior to the end of such term certain, to his designated beneficiary
as provided in Section 7.4.
A Member may, pursuant to Section 3.1(d), elect the form of distribution of his
Deferrals for any Plan Year. With respect to any portion of a Member's benefit
for which no form of payment election is in effect, such amount shall be paid in
the ten-year installment payment form; provided, however, that the Plan
Administrator may, in its sole discretion, elect to make such benefit payment in
any other available form. If a Member dies prior to the date the payment of his
lump sum benefit is made, then such lump sum benefit shall be made to the
Member's designated beneficiary or beneficiaries as provided in Section 7.4.
Plan provisions to the contrary notwithstanding, if payments are to be made in
installments, "installment valuation dates" shall be established as of each
payment date. As of each such "installment valuation date," net income (or net
loss) equivalents shall be allocated to the Member's Account or subaccount. The
installment payment to be made on behalf of a Member as of each such
"installment valuation date" shall be determined by multiplying the balance of
such Member's Account or subaccount as of such "installment valuation date"
(after allocation of net income (or net loss) equivalents) by a fraction, the
numerator of which is one and the denominator of which is the number of
installments remaining in the installment period. All payments from the portion
of a Member's Account invested in the Stock Fund shall be made in shares of
American General Corporation common stock.
7.4 Designation of Beneficiaries.
(a) Each Member shall have the right to designate the beneficiary or
beneficiaries to receive payment of his benefit in the event of his death. Each
such designation shall be made by executing a beneficiary designation form
acceptable to the Plan Administrator and filing same with the Plan
Administrator. Any such designation may be changed at any time by execution of
a new designation in accordance with this Section.
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(b) If no such designation is on file with the Plan Administrator at
the time of the death of the Member or such designation is not effective for any
reason as determined by the Plan Administrator, then the designated beneficiary
to receive such benefit shall be such Member's executor or administrator, or to
his heirs at law if there is no administration of such Member's estate.
7.5 Change in Pay-Out of Certain Benefits. Plan provisions to the
contrary notwithstanding, if a Member's employment with American General
Corporation and its Affiliates is terminated for any reason, the Plan
Administrator may, in its sole discretion, accelerate the applicable time and
form of payment of the Member's benefit.
7.6 Payment of Benefits. To the extent the Trust Fund has sufficient
assets, the Trustee shall pay benefits to Members or their beneficiaries, except
to the extent the Company pays the benefits directly and provides adequate
evidence of such payment to the Trustee. To the extent the Trustee does not or
cannot pay benefits out of the Trust Fund, the benefits shall be paid by the
Company. Any benefit payments made to a Member or for his benefit pursuant to
any provision of the Plan shall be debited to such Member's Account. Except as
to the Stock Fund, all benefit payments shall be made in cash to the fullest
extent practicable.
7.7 Unclaimed Benefits. In the case of a benefit payable on behalf of a
Member, if, after exercising reasonable diligence, the Plan Administrator is
unable to locate the Member or beneficiary to whom such benefit is payable, upon
the Plan Administrator's determination thereof, such benefit shall be forfeited
to the Company. Notwithstanding the foregoing, if subsequent to any such
forfeiture the Member or beneficiary to whom such benefit is payable makes a
valid claim for such benefit, such forfeited benefit shall be restored to the
Plan by the Company.
VII.
ADMINISTRATION OF THE PLAN
8.1 Appointment of Plan Administrator. The general administration of the
Plan shall be vested in the Plan Administrator which shall be the administrative
Committee appointed by the Board.
8.2 Records and Procedures. The Plan Administrator shall keep appropriate
records of its proceedings and the administration of the Plan and shall make
available for examination during business hours to any Member or beneficiary
such records as pertain to that individual's interest in the Plan. The Plan
Administrator shall provide an annual statement to each Member or beneficiary of
his interest in the Plan. The Plan Administrator shall designate the person or
persons who shall be authorized to sign for the Plan Administrator and, upon
such designation, the signature of such person or persons shall bind the Plan
Administrator.
8.3 Self-Interest of Plan Administrator. No individual comprising the
Plan Administrator shall have any right to vote or decide upon any matter
relating solely to himself under the Plan or to vote in any case in which his
individual right to claim any benefit under the Plan is particularly involved.
In any case in which an individual comprising the Plan Administrator is so
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disqualified to act, the remaining individuals comprising the Plan Administrator
or, if none, the Board shall decide the matter in which he is disqualified.
8.4 COMPENSATION AND BONDING. The Plan Administrator shall not receive
compensation with respect to its services as Plan Administrator. To the extent
required by applicable law, or required by the Company, the Plan Administrator
shall furnish bond or security for the performance of its duties hereunder.
8.5 PLAN ADMINISTRATOR POWERS AND DUTIES. The Plan Administrator shall
supervise the administration and enforcement of the Plan according to the terms
and provisions hereof and shall have all powers necessary to accomplish these
purposes, including, but not by way of limitation, the right, power, authority
and duty:
(a) to make rules, regulations and bylaws for the administration of
the Plan which are not inconsistent with the terms and provisions hereof,
provided such rules, regulations and bylaws are evidenced in writing and
copies thereof are delivered to the Trustee and to the Company;
(b) to construe all terms, provisions, conditions and limitations of
the Plan;
(c) to correct any defect or supply any omission or reconcile any
inconsistency that may appear in the Plan, in such manner and to such
extent as it shall deem expedient to carry the Plan into effect for the
greatest benefit of all interested parties;
(d) to employ and compensate such accountants, attorneys, investment
advisors and other agents and employees as the Plan Administrator may deem
necessary or advisable in the proper and efficient administration of the
Plan;
(e) to determine all questions relating to eligibility;
(f) to determine the amount, manner and time of payment of any
benefits and to prescribe procedures to be followed by Members and their
beneficiaries in obtaining benefits;
(g) to make a determination as to the right of any person to a benefit
under the Plan;
(h) to receive and review reports from the Trustee as to the financial
condition of the Trust Fund, including its receipts and disbursements; and
(i) to delegate to such individual or individuals such powers and
duties as are provided to the Plan Administrator under the Plan.
Except as may otherwise be specifically provided hereunder or in the Trust,
the decisions of the Plan Administrator, including, but not limited to,
interpretations and determinations of amounts due under the Plan, shall be final
and binding on all parties.
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8.6 Company to Supply Information. The Company shall supply full and
timely information to the Plan Administrator relating to the Pay of all Members,
their ages, their Retirement, Disability, death or other termination of
employment and such other pertinent facts as the Plan Administrator may require.
The Company shall advise the Trustee of such of the foregoing facts as are
deemed necessary for the Trustee to carry out the Trustee's duties under the
Plan. When making a determination in connection with the Plan, the Plan
Administrator shall be entitled to rely upon the aforesaid information furnished
by the Company.
8.7 Claims Review. In any case in which a claim for Plan benefits of a
Member or beneficiary is denied or modified, the Plan Administrator shall
furnish written notice to the claimant within ninety days (or within 180 days if
additional information requested by the Plan Administrator necessitates an
extension of the ninety-day period), which notice shall:
(a) State the specific reason or reasons for the denial or
modification;
(b) Provide specific reference to pertinent Plan provisions on which
the denial or modification is based;
(c) Provide a description of any additional material or information
necessary for the Member, his beneficiary, or representative to perfect the
claim and an explanation of why such material or information is necessary;
and
(d) Explain the Plan's claim review procedure as contained herein.
In the event a claim for Plan benefits is denied or modified, if the Member, his
beneficiary, or a representative of such Member or beneficiary desires to have
such denial or modification reviewed, he must, within sixty days following
receipt of the notice of such denial or modification, submit a written request
for review by the Plan Administrator of its initial decision. In connection
with such request, the Member, his beneficiary, or the representative of such
Member or beneficiary may review any pertinent documents upon which such denial
or modification was based and may submit issues and comments in writing. Within
sixty days following such request for review the Plan Administrator shall, after
providing a full and fair review, render its final decision in writing to the
Member, his beneficiary or the representative of such Member or beneficiary
stating specific reasons for such decision and making specific references to
pertinent Plan provisions upon which the decision is based. If special
circumstances require an extension of such sixty-day period, the Plan
Administrator's decision shall be rendered as soon as possible, but not later
than 120 days after receipt of the request for review. If an extension of time
for review is required, written notice of the extension shall be furnished to
the Member, beneficiary, or the representative of such Member or beneficiary
prior to the commencement of the extension period.
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IX.
ADMINISTRATION OF FUNDS
9.1 PAYMENT OF EXPENSES. All expenses incident to the administration of
the Plan and Trust, including but not limited to, legal, accounting, Trustee
fees, and expenses of the Plan Administrator, shall be paid by the Company and,
if not paid by the Company, shall be paid by the Trustee from the Trust Fund, if
any.
9.2 TRUST FUND PROPERTY. All income, profits, recoveries, contributions,
forfeitures and any and all moneys, securities and properties of any kind at any
time received or held by the Trustee, if any, shall be held as a commingled
Trust Fund pursuant to the terms of the Trust Agreement. The Plan Administrator
shall maintain an Account in the name of each Member, but the maintenance of an
Account designated as the Account of a Member shall not mean that such Member
shall have a greater or lesser interest than that due him by operation of the
Plan and shall not be considered as segregating any funds or property from any
other funds or property contained in the commingled fund. No Member shall have
any title to any specific asset in the Trust Fund, if any.
X.
NATURE OF THE PLAN
The Company intends and desires by the adoption of the Plan to recognize
the value to the Company of the past and present services of individuals covered
by the Plan and to encourage and assure their continued service with the Company
by making more adequate provision for their future retirement security. The
Plan is intended to constitute an unfunded, unsecured plan of deferred
compensation for a select group of management or highly compensated employees of
the Company. Plan benefits herein provided are a contractual obligation of the
Company which may be paid out of the Company's general assets or out of the
Trust Fund. Subject to the terms hereof and of the Trust Agreement, the Company
may transfer money or other property to the Trustee, and the Trustee shall pay
Plan benefits to Members and their beneficiaries out of the Trust Fund in
accordance with the terms of the Trust Agreement.
The Board, in its sole discretion, may establish the Trust and direct the
Company to enter into the Trust Agreement. In such event, the Company shall
remain the owner of all assets in the Trust Fund and the assets shall be subject
to the claims of Company creditors if the Company ever becomes insolvent. For
purposes hereof, the Company shall be considered "insolvent" if (i) the Company
is unable to pay its debts as they become due, or (ii) the Company is subject to
a pending proceeding as a debtor under the United Sates Bankruptcy Code (or any
successor federal statute). The Company shall have the duty to inform the
Trustee in writing if the Company becomes insolvent. Such notice given under
the preceding sentence by any party shall satisfy all of the parties' duty to
give notice. When so informed, the Trustee shall suspend payments to the
Members and hold the assets for the benefit of the Company's general creditors.
If the Trustee receives a written allegation that the Company is insolvent, the
Trustee shall suspend payments to the Members and hold the Trust Fund for the
benefit of the Company's general creditors, and shall determine within
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the period specified in the Trust Agreement whether the Company is insolvent. If
the Trustee determines that the Company is not insolvent, the Trustee shall
resume payments to the Members. No Member or beneficiary shall have any
preferred claim to, or any beneficial ownership interest in, any assets of the
Trust Fund.
XI.
ADOPTING ENTITIES
American General Corporation and its Affiliates, at this time and as may
exist in the future, adopt the Plan. The provisions of the Plan shall apply
separately and equally to each Company and its employees in the same manner as
is expressly provided for American General Corporation and its employees, except
that the power to appoint or otherwise affect the Plan Administrator shall be
exercised by the Board alone. Transfer of employment among Companies and
Affiliates shall not be considered a termination of employment hereunder. Any
Company may, by appropriate action of its officers without the need for approval
of its board of directors or noncorporate counterpart, the Plan Administrator,
or the Board, terminate its participation in the Plan. Moreover, the Plan
Administrator may, in its discretion, terminate a Company's Plan participation
at any time.
XII.
MISCELLANEOUS
12.1 Not Contract of Employment. The adoption and maintenance of the Plan
shall not be deemed to be a contract between the Company and any person or to be
consideration for the employment of any person. Nothing herein contained shall
be deemed to give any person the right to remain under contract with the Company
or to be retained in the employ of the Company or to restrict the right of the
Company to discharge any person at any time nor shall the Plan be deemed to give
the Company the right to require any person to remain under contract with the
Company or remain in the employ of the Company or to restrict any person's right
to terminate his services at any time.
12.2 Alienation of Interest Forbidden. The interest of a Member or his
beneficiary or beneficiaries hereunder may not be sold, transferred, assigned,
or encumbered in any manner, either voluntarily or involuntarily, and any
attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or
charge the same shall be null and void; neither shall the benefits hereunder be
liable for or subject to the debts, contracts, liabilities, engagements or torts
of any person to whom such benefits or funds are payable, nor shall they be an
asset in bankruptcy or subject to garnishment, attachment or other legal or
equitable proceedings.
12.3 Withholding. All Deferrals, Deferral Awards, and payments provided
for hereunder shall be subject to applicable withholding and other deductions as
shall be required of the Company under any applicable local, state or federal
law.
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<PAGE>
12.4 Guaranty. Plan provisions to the contrary notwithstanding, in the
event any Affiliate that adopts the Plan pursuant to Article XI fails to make
payment of the benefits due under the Plan on behalf of its Members, whether
directly or through the Trust, American General Corporation shall be liable for
and shall make payment of such benefits due as a guarantor of such entity's
obligations hereunder. The guaranty obligations provided herein shall be
satisfied directly and not through the Trust.
12.5 Amendment and Termination. The Board may from time to time, in its
discretion, amend, in whole or in part, any or all of the provisions of the
Plan; provided, however, that no amendment may be made that would impair the
rights of a Member with respect to amounts already allocated to his Account.
The Board may terminate the Plan at any time. In the event that the Plan is
terminated, the balance in a Member's Account shall be paid to such Member or
his designated beneficiary in the manner specified in the sole discretion of the
Plan Administrator, which may include one lump sum payment in full satisfaction
of all of such Member's or beneficiary's benefits hereunder.
12.6 Severability. If any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions hereof; instead, each provision shall be fully severable
and the Plan shall be construed and enforced as if said illegal or invalid
provision had never been included herein.
12.7 Governing Laws. ALL PROVISIONS OF THE PLAN SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF TEXAS EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW.
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<PAGE>
EXECUTED this 7th day of May, 1998.
AMERICAN GENERAL CORPORATION
By: /S/ JON P. NEWTON
--------------------------
Jon P. Newton
Vice Chairman
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<PAGE>
EXHIBIT 5
[AMERICAN GENERAL CORPORATION LETTERHEAD APPEARS HERE]
May 6, 1998
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
Ladies and Gentlemen:
I have acted as counsel to American General Corporation, a Texas
corporation ("American General"), in connection with the approval by the Board
of Directors of the Company of the American General Corporation Deferred
Compensation Plan (the "Plan"), and the registration pursuant to a Registration
Statement on Form S-8 being filed with the Securities and Exchange Commission
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), of the offering and issuance of the Deferred Compensation Obligations of
the Company under the Plan (the "Deferred Compensation Obligations"), which may
involve the issuance pursuant to the Plan of shares of common stock, par value
$.50 per share, of American General (the "Common Stock").
In this connection, I have examined such documents, certificates, records,
authorizations and proceedings as I have deemed necessary in order to give the
opinions expressed herein.
Based upon such examination, I advise you that, in my opinion:
All necessary corporate action has been taken to authorize the issuance of
the Deferred Compensation Obligations and, when (i) the Registration
Statement has become effective under the Act, and American General has
complied in all material respects with applicable state securities or blue
sky laws, and (ii) the Deferred Compensation Obligations have been issued
pursuant to the Plan as described in the prospectus of the Plan, the
Deferred Compensation Obligations so issued will be legally issued, fully
paid and nonassessable; and
When (i) the Registration Statement has become effective under the Act,
and American General has complied in all material respects with applicable
state securities or blue sky laws, and (ii) the shares of Common Stock have
been issued pursuant to the Plan as described in the prospectus of the
Plan, for a consideration of not less than the aggregate par value thereof,
the Common Stock so issued will be validly issued, fully paid and
nonassessable.
[AMERICAN GENERAL CORPORATION LOGO APPEARS HERE]
<PAGE>
American General Corporation EXHIBIT 5
Page 2
May 6, 1998
This opinion is furnished to you in connection with the proposed issuance
and sale by American General of Deferred Compensation Obligations and its Common
Stock pursuant to the Plan and may not be relied upon for any other purpose or
by any other person or furnished to anyone else without the prior written
consent of the undersigned.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Interests
of Named Experts and Counsel" in Item 5 of the Registration Statement. By
giving such consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Act, or the rules and regulations of
the Securities and Exchange Commission issued thereunder.
Very truly yours,
/s/ SUSAN A. JACOBS
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in American General Corporation's
("AGC") Registration Statement on Form S-8 pertaining to the American General
Corporation Deferred Compensation Plan of our report dated February 26, 1998,
with respect to the consolidated financial statements of AGC included in its
Annual Report on Form 10-K for the year ended December 31, 1997, and our report
dated March 26, 1998, with respect to the related financial statement schedules
of AGC included therein, all filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Houston, Texas
May 5, 1998
