I, Susan G. Miller, an Assistant Secretary of American General Corporation, a Texas corporation (the "Company"), do hereby certify that attached hereto is a true copy of resolutions duly adopted by a duly authorized and appointed committee of the Board of Directors of the Company at a meeting duly called and held on August 8, 2000, at which meeting a quorum was present and acting throughout, and such resolutions have not been amended, modified or rescinded and remain in full force and effect.

                    IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:   August 10, 2000

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               NOW, THEREFORE, BE IT RESOLVED, that the Chairman, the President, a Vice Chairman or any Vice President (any reference to a Vice President of the Company in these resolutions shall be deemed to include any Vice President of the Company whether or not designated by a number or a word or words added before or after the title "Vice President" and any terms used herein but not defined herein shall have the meanings given to them in the Senior Indenture referred to below) of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to sign as required and cause to be filed with the Commission any and all amendments (including, without limitation, post-effective amendments) to the Registration Statement, any prospectus supplements, including, without limitation, a prospectus supplement describing the terms and provisions of the Notes, as such term is defined below, and the offer and sale thereof, and any additional documents which any such officer may deem necessary or desirable, such amendments and such documents to be in such forms as the officer executing or filing the same shall approve, such approval to be conclusively evidenced by his execution or filing thereof; and be it

               FURTHER RESOLVED, that, upon receipt of the purchase price therefor hereinafter specified, the Company issue, sell and deliver $250,000,000 aggregate principal amount of its 7 1/2% Notes Due 2010 (the "Notes"), to be issued as Registered Securities pursuant to the Senior Indenture, dated as of November 15, 1997 (the "Indenture"), between the Company and Bankers Trust Company, as Trustee; and be it

               FURTHER RESOLVED, that all references in the definitions in the Indenture to the terms "Security" or "Securities" shall be deemed to and shall include the Notes; and be it

               FURTHER RESOLVED, that the Notes shall mature and the unpaid principal thereon shall be payable on August 11, 2010; and be it

               FURTHER RESOLVED, that the rate per annum at which interest shall be payable on the Notes is hereby fixed at 7 1/2%, that interest on the Notes shall accrue beginning August 11, 2000, that interest shall be payable semi-annually on the Notes on February 11 and August 11 each year beginning February 11, 2001, and that the Regular Record Date for the payment of such interest shall be the January 27 or July 27 immediately preceding each such February 11 or August 11, as the case may be, and otherwise as provided in the Indenture; and be it

               FURTHER RESOLVED, that no sinking fund shall be provided for the Notes and that the Notes shall not be redeemable at the option of the Company or repayable at the option of the holders thereof prior to maturity; and be it

               FURTHER RESOLVED, that the initial price to the public of the Notes shall be 99.102% of the principal amount of the Notes, plus accrued interest, if any, from August 11, 2000; and be it

               FURTHER RESOLVED, that pursuant to Section 203 of the Indenture, the Notes are to be issuable in permanent global form without coupons, that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges and that the U.S. Depository with respect to the Notes shall initially be The Depository Trust Company; and be it

               FURTHER RESOLVED, that Section 1009 of the Indenture, relating to defeasance of certain obligations, shall be applicable to the Notes; and be it

               FURTHER RESOLVED, that the form, terms and provisions relating to the Notes to be established pursuant to Section 301 of the Indenture, and the form of Note relating thereto to be established pursuant to Section 201 of the Indenture, submitted to this meeting, completed in accordance with the foregoing resolutions and with such changes therein, additions thereto and deletions therefrom as the officers executing the same shall approve, the approval of such officers to be conclusively evidenced by their execution and delivery thereof, be, and they hereby are, approved; and be it

               FURTHER RESOLVED, that the Chairman, the President, a Vice Chairman or any Vice President, together with the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company be, and they hereby are, authorized and empowered, in the name and on behalf of the Company, to execute, seal, acknowledge and deliver an Officers' Certificate and a Company Order relating to the Notes pursuant to Sections 301 and 303 of the Indenture, in such forms and in such number of counterparts as the officers so acting shall approve, the approval of such officers to be conclusively evidenced by their execution and delivery thereof; and be it

               FURTHER RESOLVED, that Bankers Trust Company be, and it hereby is, designated and appointed Paying Agent with respect to the Notes at its Corporate Trust Office pursuant to Section 1002 of the Indenture; and be it

               FURTHER RESOLVED, that Bankers Trust Company shall also serve as Security Registrar for the Notes and, in accordance with Section 1002 of the Indenture, notices or demands to or upon the Company in respect of the Notes may be presented at the Corporate Trust Office referred to in the Indenture; and be it

               FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman or any Vice President of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to execute and deliver under the corporate seal attested to by the Treasurer or Secretary of the Company or one of its Assistant Treasurers or Assistant Secretaries the Notes as authorized above in substantially such form, completed in accordance with the foregoing resolutions and with such changes therein, additions thereto and deletions therefrom as the officers executing the same shall approve, the approval of such officers to be conclusively evidenced by their execution and delivery thereof; and be it

               FURTHER RESOLVED, that the form, terms and provisions of the Pricing Agreement, including the Underwriting Agreement attached thereto, relating to the Notes, among the Company and the Underwriters, copies of which Pricing Agreement were submitted to this meeting, be, and they hereby are, approved, and the Chairman, the President, any Vice Chairman, any Vice President, the Treasurer or any Assistant Treasurer be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to execute and deliver, in such number of counterparts as the officer so acting deems advisable, a Pricing Agreement relating to the Notes in substantially the form presented to this meeting, completed in accordance with the foregoing resolutions and with such changes therein, additions thereto and deletions therefrom as the officer executing the same shall approve, the approval of such officer to be conclusively evidenced by his execution and delivery thereof (such Pricing Agreement, as executed and delivered, being herein referred to as the "Pricing Agreement"); and be it

                FURTHER RESOLVED, that the form, terms and provisions of the Letter of Representations relating to certain matters arising in connection with the issuance of the Notes, among the Company, the Trustee and The Depository Trust Company, copies of which Letter of Representations were submitted to this meeting, be, and they hereby are, approved, and the Chairman, any Vice Chairman, the President, any Vice President, the Treasurer or any Assistant Treasurer be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to execute and deliver, in such number of counterparts as the officer so acting deems advisable, the Letter of Representations in substantially the form presented to this meeting, with such changes therein, additions thereto and deletions therefrom as the officer executing the same shall approve, such approval to be conclusively evidenced by his execution and delivery thereof; and be it

               FURTHER RESOLVED, that each of the officers of the Company be, and each of them acting alone hereby is, authorized and empowered, in the name and on behalf of the Company, to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, indentures, undertakings, documents, instruments or certificates and otherwise to take, or cause to be taken, any and all action which such officer may deem necessary or desirable to carry out the purposes and intent of the foregoing resolutions and to perform, or cause to be performed, the obligations of the Company under the Notes, the Indenture, the Pricing Agreement and the Letter of Representations; and be it

               FURTHER RESOLVED, that any and all action heretofore taken by any officer or officers of the Company within the terms or in furtherance of these resolutions or this transaction is hereby approved, ratified and confirmed.