<PAGE>
As filed with the Securities and Exchange Commission on November 18, 1998
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 jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
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.
Executive 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. [X] Registration No.
333-37877
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
- - -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Aggregate Maximum Amount of
Title of Securities Amount to be Price per Aggregate Registration
to be Registered Registered Unit Offering Price Fee
------------------- ------------ --------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.50 per share 5,000 shares(1) $69.344(2) $346,720(2) $96.38
- - --------------------------------------------------------------------------------------
(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 November
13, 1998.
- - --------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed in accordance with General
Instruction IV to Form S-3 and Rule 462(b) under the Securities Act of 1933 as
amended, to register additional shares of Common Stock for the General Agents
Incentive Compensation Plan. The contents of the Registration Statement on Form
S-3 (Registration No. 333-37877) filed by American General Corporation with the
Securities and Exchange Commission on October 14, 1997, are incorporated herein
by reference.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The following documents are filed as part of this Registration Statement in
accordance with General Instruction IV to Form S-3:
5 Opinion and Consent 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
II-1
<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 18th day of November,
1998.
AMERICAN GENERAL CORPORATION
By /s/ Mark S. Berg
----------------------------------
Mark S. Berg
Executive 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* Chairman, Chief
- - ------------------------ Executive Officer and Director November 18, 1998
Robert M. Devlin (Principal Executive Officer)
/s/ Ellen H. Masterson Senior Vice-President and Chief
- - ------------------------ Financial Officer November 18, 1998
Ellen H. Masterson (Principal Financial Officer)
/s/ Pamela J. Penny Vice President and
- - ------------------------ Controller November 18, 1998
Pamela J. Penny (Controller)
J. Evans Attwell* Director
- - ------------------------ November 18, 1998
J. Evans Attwell
Brady F. Carruth* Director November 18, 1998
- - ------------------------
Brady F. Carruth
II-2
<PAGE>
Signature Title Date
--------- ----- ----
W. Lipscomb Davis, Jr.* Director November 18, 1998
- - ------------------------
W. Lipscomb Davis, Jr.
Larry D. Horner* Director November 18, 1998
- - ------------------------
Larry D. Horner
Michael E. Murphy* Director November 18, 1998
- - ------------------------
Michael E. Murphy
Richard J. V. Johnson* Director November 18, 1998
- - ------------------------
Richard J. V. Johnson
Jon P. Newton* Director November 18, 1998
- - ------------------------
Jon P. Newton
Michael J. Poulos* Director November 18, 1998
- - ------------------------
Michael J. Poulos
Robert E. Smittcamp* Director November 18, 1998
- - ------------------------
Robert E. Smittcamp
Anne M. Tatlock* Director November 18, 1998
- - ------------------------
Anne M. Tatlock
*By: /s/ Mark S. Berg
- - ------------------------
Mark S. Berg
(Attorney-in-fact)
II-3
<PAGE>
INDEX OF EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- - ------- ------- ----
5 Opinion and Consent of Susan A. Jacobs, Esq. 8
23(a) Consent of Ernst & Young LLP 9
23(b) Consent of Susan A. Jacobs, Esq. (included in Exhibit 5
to this Registration Statement) *
24 Power of Attorney 10
A:\USLINCO3.CON
<PAGE>
EXHIBIT 5
November 18, 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 proposed issuance and
sale by American General, of up to 5,000 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. 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
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in American General
Corporation's ("AGC") Registration Statement on Form S-3 for the registration of
AGC Common Stock pertaining to the General Agents Incentive 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 27, 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
November 18, 1998
<PAGE>
EXHIBIT 24
American General Corporation: Board of Directors
Date: November 6, 1998
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is to authorize certain
officers of American General Corporation to execute, on behalf of the
undersigned person, one or more the Company's Registration Statements on Form
S-3, with such amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other related documents, and to make the necessary
filings 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, one or more
Registration Statements 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 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, MARK S. BERG, and ELLEN H. MASTERSON 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, one or more Registration Statements on Form S-3
(including any necessary Registration Statements filed pursuant to General
Instruction IV to 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 such filings, as fully and
for all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys-in-fact
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of November, 1998.
/s/ Robert M. Devlin
---------------------
<PAGE>
American General Corporation: Board of Directors
Date: November 6, 1998
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is to authorize certain
officers of American General Corporation to execute, on behalf of the
undersigned person, one or more the Company's Registration Statements on Form
S-3, with such amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other related documents, and to make the necessary
filings 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, one or more
Registration Statements 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 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, MARK S. BERG, and ELLEN H. MASTERSON 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, one or more Registration Statements on Form S-3
(including any necessary Registration Statements filed pursuant to General
Instruction IV to 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 such filings, as fully and
for all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys-in-fact
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of November, 1998.
/s/ J. Evans Attwell
--------------------
<PAGE>
American General Corporation: Board of Directors
Date: November 6, 1998
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is to authorize certain
officers of American General Corporation to execute, on behalf of the
undersigned person, one or more the Company's Registration Statements on Form
S-3, with such amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other related documents, and to make the necessary
filings 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, one or more
Registration Statements 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 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, MARK S. BERG, and ELLEN H. MASTERSON 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, one or more Registration Statements on Form S-3
(including any necessary Registration Statements filed pursuant to General
Instruction IV to 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 such filings, as fully and
for all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys-in-fact
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of November, 1998.
/s/ Brady F. Carruth
---------------------
<PAGE>
American General Corporation: Board of Directors
Date: November 6, 1998
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is to authorize certain
officers of American General Corporation to execute, on behalf of the
undersigned person, one or more the Company's Registration Statements on Form
S-3, with such amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other related documents, and to make the necessary
filings 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, one or more
Registration Statements 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 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, MARK S. BERG, and ELLEN H. MASTERSON 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, one or more Registration Statements on Form S-3
(including any necessary Registration Statements filed pursuant to General
Instruction IV to 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 such filings, as fully and
for all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys-in-fact
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of November, 1998.
/s/ W. Lipscomb Davis, Jr.
--------------------------
<PAGE>
American General Corporation: Board of Directors
Date: November 6, 1998
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is to authorize certain
officers of American General Corporation to execute, on behalf of the
undersigned person, one or more the Company's Registration Statements on Form
S-3, with such amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other related documents, and to make the necessary
filings 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, one or more
Registration Statements 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 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, MARK S. BERG, and ELLEN H. MASTERSON 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, one or more Registration Statements on Form S-3
(including any necessary Registration Statements filed pursuant to General
Instruction IV to 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 such filings, as fully and
for all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys-in-fact
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of November, 1998.
/s/ Larry D. Horner
-------------------
<PAGE>
American General Corporation: Board of Directors
Date: November 6, 1998
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is to authorize certain
officers of American General Corporation to execute, on behalf of the
undersigned person, one or more the Company's Registration Statements on Form
S-3, with such amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other related documents, and to make the necessary
filings 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, one or more
Registration Statements 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 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, MARK S. BERG, and ELLEN H. MASTERSON 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, one or more Registration Statements on Form S-3
(including any necessary Registration Statements filed pursuant to General
Instruction IV to 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 such filings, as fully and
for all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys-in-fact
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of November, 1998.
/s/ Michael E. Murphy
---------------------
<PAGE>
American General Corporation: Board of Directors
Date: November 6, 1998
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is to authorize certain
officers of American General Corporation to execute, on behalf of the
undersigned person, one or more the Company's Registration Statements on Form
S-3, with such amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other related documents, and to make the necessary
filings 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, one or more
Registration Statements 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 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, MARK S. BERG, and ELLEN H. MASTERSON 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, one or more Registration Statements on Form S-3
(including any necessary Registration Statements filed pursuant to General
Instruction IV to 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 such filings, as fully and
for all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys-in-fact
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of November, 1998.
/s/ Richard J. V. Johnson
-------------------------
<PAGE>
American General Corporation: Board of Directors
Date: November 6, 1998
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is to authorize certain
officers of American General Corporation to execute, on behalf of the
undersigned person, one or more the Company's Registration Statements on Form
S-3, with such amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other related documents, and to make the necessary
filings 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, one or more
Registration Statements 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 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, MARK S. BERG, and ELLEN H. MASTERSON 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, one or more Registration Statements on Form S-3
(including any necessary Registration Statements filed pursuant to General
Instruction IV to 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 such filings, as fully and
for all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys-in-fact
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of November, 1998.
/s/ Jon P. Newton
-----------------
<PAGE>
American General Corporation: Board of Directors
Date: November 6, 1998
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is to authorize certain
officers of American General Corporation to execute, on behalf of the
undersigned person, one or more the Company's Registration Statements on Form
S-3, with such amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other related documents, and to make the necessary
filings 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, one or more
Registration Statements 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 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, MARK S. BERG, and ELLEN H. MASTERSON 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, one or more Registration Statements on Form S-3
(including any necessary Registration Statements filed pursuant to General
Instruction IV to 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 such filings, as fully and
for all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys-in-fact
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of November, 1998.
/s/ Michael J. Poulos
----------------------
<PAGE>
American General Corporation: Board of Directors
Date: November 6, 1998
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is to authorize certain
officers of American General Corporation to execute, on behalf of the
undersigned person, one or more the Company's Registration Statements on Form
S-3, with such amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other related documents, and to make the necessary
filings 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, one or more
Registration Statements 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 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, MARK S. BERG, and ELLEN H. MASTERSON 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, one or more Registration Statements on Form S-3
(including any necessary Registration Statements filed pursuant to General
Instruction IV to 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 such filings, as fully and
for all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys-in-fact
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of November, 1998.
/s/ Robert E. Smittcamp
-----------------------
10
<PAGE>
American General Corporation: Board of Directors
Date: November 6, 1998
Subject: Form S-3; Limited Power of Attorney for
Purpose. The purpose of this limited power of attorney is to authorize certain
officers of American General Corporation to execute, on behalf of the
undersigned person, one or more the Company's Registration Statements on Form
S-3, with such amendments thereto as may be necessary or appropriate, together
with any and all exhibits and other related documents, and to make the necessary
filings 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, one or more
Registration Statements 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 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, MARK S. BERG, and ELLEN H. MASTERSON 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, one or more Registration Statements on Form S-3
(including any necessary Registration Statements filed pursuant to General
Instruction IV to 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 such filings, as fully and
for all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys-in-fact
and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of November, 1998.
/s/ Anne M. Tatlock
-------------------
