AMENDMENT TO
AMERICAN GENERAL CORPORATION
1997 STOCK AND INCENTIVE PLAN
AS 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, the "Plan") for the
benefit of certain eligible individuals; and
WHEREAS, Section 12 of the Plan allows
AMERICAN GENERAL CORPORATION to amend the
Plan (subject to the limitations expressed
therein);
NOW, THEREFORE, the Plan shall be amended
effective as of November 2, 2000, as
follows:
1. 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."
2. As amended hereby, the 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
