AMENDMENT TO
AMERICAN GENERAL CORPORATION
1984 STOCK AND INCENTIVE PLAN
AS AMENDED AND RESTATED
AS OF FEBRUARY 8, 1994
AS FURTHER AMENDED AND RESTATED
AS OF FEBRUARY 1, 1998
WHEREAS, AMERICAN GENERAL CORPORATION,
its shareholders and certain affiliates have
heretofore adopted the above-captioned stock
and incentive plan (as amended to date on
January 20, 1999 and January 20, 2000, the
"1994 Plan") for the benefit of certain
eligible individuals; and
WHEREAS, Section 12 of the 1994 Plan
allows AMERICAN GENERAL CORPORATION to amend
the 1994 Plan (subject to the limitations
expressed therein);
NOW, THEREFORE, the 1994 Plan shall be
amended effective as of November 2, 2000, as
follows:
1. Subparagraph (d) of Section 2 shall be
modified to read in its entirety, as
follows:
"(d) "Committee" means a
committee of one or more directors
of American General Corporation
who are selected by the Board as
provided in Section 4(a)."
2. The following new paragraph shall be
added to Section 4:
"(d) Special Committee.
Notwithstanding the foregoing, the
Board may select and appoint a
special Committee comprised of one
or more directors, which directors
need not meet the qualifications
set forth in Section 4(a), for
issuance of Awards under the Plan
to Employees of the Company;
provided that the authority of
such special Committee shall
exclude awards to individuals who
are either reporting persons for
purposes of Section 16 of the
Securities Exchange Act of 1934 or
"covered employees" (or Employees
designated as potential "covered
employees") under Section 162(m)
of the Code. Such special
Committee shall have the powers of
the Committee set forth in Section
4 for the limited purpose set
forth in the preceding sentence."
3. As amended hereby, the 1994
Plan is specifically ratified and
reaffirmed.
EXECUTED by the undersigned officer as
of November 2, 2000.
AMERICAN GENERAL CORPORATION
By: /S/ GARY D. REDDICK
Name: Gary D. Reddick
Title: Executive Vice
President and
Chief Administrative
Officer
