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Registration No. 33-57259
Rule 424(b)(3)
PROSPECTUS
AMERICAN ANNUITY GROUP, INC.
________________________________________
1,000,000 SHARES OF COMMON STOCK, $1 PAR VALUE
1994 GREAT AMERICAN LIFE INSURANCE COMPANY
AGENT STOCK PURCHASE PLAN
________________________________________
Shares of Common Stock, par value $1 per share (the "Common
Stock"), of American Annuity Group, Inc. ("AAG") are hereby
offered to agents of Great American Life Insurance Company
("GALIC") pursuant to AAG's 1994 Great American Life Insurance
Company Agent Stock Purchase Plan (the "Plan"). The price to be
paid for Common Stock pursuant to the Plan is equal to 92.5% of
the fair market value of such shares. See "Summary of Plan--
Purchase Price". The Common Stock is listed on the New York
Stock Exchange under the symbol "AAG". On May 16, 1995, the last
reported sale price of the Common Stock on the New York Stock
Exchange Composite Tape was $9.75 per share.
AAG's principal executive office is located at 250 East
Fifth Street, Cincinnati, Ohio 45202 and its telephone number is
(513) 333-5300.
See "Investment Considerations" for a discussion of certain
factors that prospective investors should consider prior to a
purchase of Common Stock.
________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
________________________________________
No person is authorized to give any information or to make
any representations other than those contained in this Prospectus
or the documents incorporated by reference herein and, if given
or made, such information or representation must not be relied
upon as having been authorized. This Prospectus does not consti-
tute an offer to sell or a solicitation of an offer to buy any
securities other than the securities offered by this Prospectus
or an offer to sell or a solicitation of an offer to buy such
securities in any jurisdiction to any person to whom it is
unlawful to make such offer solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereun-
der shall, under any circumstances, create any implication that
there has been no change in the affairs of AAG since the date of
this Prospectus, or that the information herein is correct as of
any time since such date.
________________________________________
The date of this Prospectus is June 12, 1995.
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TABLE OF CONTENTS
Page
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . 1
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . 1
INFORMATION REGARDING AAG . . . . . . . . . . . . . . . . . . 2
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . 2
SUMMARY OF PLAN . . . . . . . . . . . . . . . . . . . . . . . 3
INVESTMENT CONSIDERATIONS . . . . . . . . . . . . . . . . . . 6
DESCRIPTION OF COMMON STOCK . . . . . . . . . . . . . . . . . 7
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . 7
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
<PAGE>
AVAILABLE INFORMATION
AAG is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files
reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information filed by AAG with the Commission can be
inspected and copied at the public reference facilities main-
tained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Regional Offices of the Commission at 7
World Trade Center, New York, New York 10048 and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can also be ob-
tained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
Such reports, proxy statements and other information concerning
AAG may also be inspected at the offices of the New York Stock
Exchange. Additional updating information with respect to the
Plan and the shares of Common Stock offered hereby may be provid-
ed in the future to participants in the Plan by means of appendi-
ces to this Prospectus.
AAG has filed with the Commission a Registration Statement
under the Securities Act of 1933 with respect to the Common Stock
offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the
exhibits thereto, certain portions of which have been omitted
pursuant to the rules and regulations of the Commission. The
information so omitted may be obtained from the Commission's
principal office in Washington, D.C. upon payment of the fees
prescribed by the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission (File No.
1-11632) are incorporated by reference into this Prospectus:
1) AAG's Annual Report on Form 10-K for the year ended
December 31, 1994.
2) AAG's Form 10-K/A filed with the Commission on April 18,
1995.
3) AAG's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
4) AAG's Current Report on Form 8-K filed with the Commis-
sion on June 5, 1995.
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INFORMATION REGARDING AAG
AAG is a holding company whose only material asset is the
capital stock of GALIC. GALIC is engaged principally in the sale
of tax-deferred annuities to employees of qualified, not-for-
profit organizations under Section 403(b) of the Internal Revenue
Code.
Accompanying this Prospectus is AAG's most recent annual
report on Form 10-K and quarterly report on Form 10-Q. Recipi-
ents of this Prospectus are urged to read the accompanying
documents carefully.
USE OF PROCEEDS
To the extent that Common Stock acquired pursuant to the
Plan is purchased on the open market, AAG will not receive any
proceeds. Pursuant to the Plan, AAG may issue shares directly to
agents participating in the Plan. In that event, AAG will use
the proceeds from the sale of such shares of Common Stock for
general corporate purposes.
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SUMMARY OF PLAN
Introduction
The Plan was adopted by the AAG Board of Directors on
October 11, 1994. The Plan will provide agents of GALIC ("Eligi-
ble Agents"), the ability to acquire or increase ownership
interests in AAG. The purpose of the Plan is to assist GALIC in
attracting and retaining qualified agents and providing addition-
al incentives to Eligible Agents.
The following summary of the principal provisions of the
Plan does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the full text of the
Plan, which is included in this Prospectus as Attachment No. 1.
Administration
The Plan will be administered by a committee of the AAG
Board of Directors consisting of at least three members (the
"Committee"). Subject to the provisions of the Plan, the Commit-
tee has full discretionary authority to interpret the Plan, to
issue rules for administering the Plan, to change, alter, amend
or rescind such rules, and to make all other determinations,
interpretations and decisions. All actions of the Committee
shall be final and conclusive. No member of the Board of Direc-
tors or the Committee shall be liable for any action, determina-
tion or omission taken or made in good faith with respect to the
Plan or any right granted thereunder.
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The AAG Board of Directors has designated the Organization
and Policy Committee to administer the Plan. As of the date
hereof, the members of the Committee were Ronald F. Walker
(Chairman), Ronald G. Joseph and Alfred W. Martinelli. Each
member of the Committee serves at the pleasure of the AAG Board
of Directors.
Participation in the Plan
Each Eligible Agent may participate in the Plan by filing
with GALIC an election to purchase form (the "Form") (such
Eligible Agents who elect to participate in the Plan are
hereinafter referred to as "Participating Agents"). The Form
must specify the date on which participation is to commence,
which may not be retroactive. The Form may authorize specified
annuity commission deductions. In addition, Participating Agents
may make lump-sum payments to be used to purchase shares of
Common Stock pursuant to the Plan. All regular commission
deductions and lump-sum contributions shall be recorded in a non-
interest bearing account which AAG shall establish for Partici-
pating Agents (the "Share Purchase Account").
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Calculation of Shares Purchased
Each Participating Agent having funds in his or her Share
Purchase Account on a Purchase Date (as defined in the Plan)
shall be deemed, without any further action, to have been granted
and exercised on such Purchase Date, the option to purchase the
number of whole and fractional shares of Common Stock which the
funds in his or her Share Purchase Account would purchase at the
Purchase Price (as hereafter defined), subject to certain limita-
tions, on such Purchase Date.
Purchase Price
The Purchase Price for each whole or fractional share shall
be 92.5% of the fair market value of such whole or fractional
share on the Purchase Date. GALIC will pay the remaining 7.5% of
the fair market value.
Fair market value shall be the mean of the high and low
sales prices of the Common Stock on the Purchase Date on the New
York Stock Exchange Composite Tape (or the principal market in
which the shares are traded, if the Common Stock is not listed on
the New York Stock Exchange on such date), or, if the Common
Stock is not traded on such Date, the mean of the high and low
sales prices of the Common Stock on the next preceding day on
which sales were made. If the Common Stock is purchased in
market transactions, fair market value means the actual purchase
price of the Common Stock acquired, plus commissions and other
acquisition expenses.
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Restrictions on Transfer
No Participating Agent shall be entitled to sell or withdraw
any Common Stock purchased under the Plan during the two (2)
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calendar years following the date of purchase of such Common
Stock.
Limitation on Purchase of Shares
No Participating Agent may purchase in excess of ten thou-
sand (10,000) shares under this Plan in any calendar year.
Summary of Federal Income Tax Consequences
The following is a summary of the principal anticipated
Federal income tax consequences of transactions under the Plan
based on current Federal income tax laws and interpretations
thereof. This summary does not take into account possible
changes in such laws or interpretations, including amendments to
applicable statutes or regulations or changes in judicial or
administrative rulings, some of which may have retroactive
effect. The summary does not purport to address all aspects of
the possible Federal income tax consequences of transactions
under the Plan and is not intended as tax advice to any person.
This summary is not intended to be exhaustive and does not
describe state or local tax consequences. PARTICIPANTS ARE URGED
TO CONSULT THEIR TAX ADVISORS REGARDING POTENTIAL STATE AND LOCAL
TAX CONSEQUENCES, AS WELL AS FEDERAL INCOME TAX CONSEQUENCES THAT
MAY BE PERTINENT TO THEIR INDIVIDUAL TAX SITUATIONS.
Section 83 of the Internal Revenue Code of 1986, as amended
("the Code") and the regulations thereunder govern the tax
consequences of purchases of Common Stock pursuant to the Plan.
Code Section 83 establishes: (1) whether a transfer results in
income to the recipient, (2) the time at which the recipient
recognizes income; (3) the amount of the income recognized by the
recipient; and (4) the timing and amount of the transferor's
deduction.
The Code provides that inclusion in income, and therefore
the incidence of taxation, is delayed when stock is subject to a
substantial risk of forfeiture and restrictions on transferabili-
ty. At such time when a substantial risk of forfeiture is no
longer present, or when stock is freely transferable, inclusion
in income and the incidence of taxation will be triggered. As
described below, Common Stock acquired pursuant to the Plan is
not subject to a substantial risk of forfeiture. Common Stock
acquired by a Participating Agent under the Plan is subject to a
restriction on transfer for two (2) years. However, ownership of
such Common Stock becomes fully vested on the relevant Purchase
Date. Thus, it can be expected that recipients of Common Stock
under the Plan will include in income the amount by which the
fair market value of
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the Common Stock on the Purchase Date exceeds the purchase price
to the Participating Agent. This income will be recognized by
the Participating Agent in the taxable year in which the purchase
occurs.
The basis in the stock to the Participating Agent is the
Purchase Price of the Common Stock plus the amount recognized as
ordinary income by the Participating Agent. The holding period
begins on the Purchase Date. If the Participating Agent subse-
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quently disposes of the stock, the recipient will recognize
capital gain or loss, provided that the stock is a capital asset
in the Participating Agent's hands, which is usually the case.
Deduction to Company
GALIC will be entitled to deduct the exact amount that a
Participating Agent includes in income upon purchase of Common
Stock. GALIC will be entitled to this deduction in the taxable
year in which the Participating Agent recognizes income.
INVESTMENT CONSIDERATIONS
The following factors and other information described herein
should be carefully considered prior to purchasing the Common
Stock offered hereby.
Restrictions on Transfer
Shares of Common Stock purchased pursuant to the Plan may
not be transferred for two (2) years following the date of
purchase. See "Summary of Plan--Restrictions on Transfer".
Environmental Matters Involving AAG
AAG has certain continuing obligations with respect to the
investigation and cleanup of hazardous substances disposed of or
spilled by AAG's former electronic component manufacturing
operations, at facilities still owned by AAG and facilities
transferred in connection with sales of certain operations, as
well as at disposal sites operated by third parties. In addi-
tion, AAG has indemnified the purchasers of its former operations
for the cost of such activities. Based on the annual costs
incurred by AAG over the past several years and discussions with
its independent environmental consultants, management believes
that reserves for such cleanup activities are sufficient in all
material respects to satisfy the known liabilities. See "Infor-
mation Regarding AAG".
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Liability Related to Former Operations
In 1991, AAG identified possible deficiencies in procedures
for reporting quality assurance information to the Defense
Electronics Supply Center ("DESC") with respect to AAG's former
manufacturing operations. Over the last several years, AAG has
been engaged in negotiations with the United States Government
with respect to settlement of claims the Government might have
arising out of the reporting deficiencies. Based on these
negotiations, AAG believed it had sufficient reserves to cover
the estimated settlement amount. In March 1995, AAG received
notification from the Government indicating additional reporting
deficiencies. AAG is in the process of evaluating this informa-
tion and is unable to ascertain the validity of these new claims
on the amounts involved. It is impossible to determine the
impact, if any, of these alleged claims on AAG and its financial
condition.
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DESCRIPTION OF COMMON STOCK
AAG has 100,000,000 shares of $1 par value Common Stock
authorized. Holders of Common Stock are entitled to one vote per
share. As of May 1, 1995, there were 39,141,080 shares outstand-
ing.
Holders of Common Stock are entitled to receive dividends
out of funds legally available therefor if, when and as declared
by the AAG Board of Directors in its discretion; and upon liqui-
dation, dissolution or winding up of AAG to share ratably in
assets of AAG lawfully available for distribution to holders of
Common Stock. Holders of Common Stock do not have any preemptive
rights.
The shares of Common Stock offered hereby, when issued in
accordance with the Plan, will be fully paid and non-assessable
and listed on the New York Stock Exchange.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby
has been passed on for AAG by Mark F. Muething, Esq., Senior Vice
President, General Counsel and Secretary of AAG. Mr. Muething is
a full-time employee of AAG and as of May 1, 1995 owned 3,279
shares of Common Stock.
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EXPERTS
The consolidated financial statements of AAG appearing in
AAG's annual report (Form 10-K) for the year ended December 31,
1994, have been audited by Ernst & Young LLP, independent audi-
tors, as set forth in their report thereon, included therein and
incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
<PAGE>
Attachment No. 1
GREAT AMERICAN LIFE INSURANCE COMPANY
AGENT STOCK PURCHASE PLAN
(Adopted October 11, 1994)
<PAGE>
GREAT AMERICAN LIFE INSURANCE COMPANY
AGENT STOCK PURCHASE PLAN
(Adopted October 11, 1994)
(1)PURPOSE
The purpose of the Great American Life Insurance Company Agent
Stock Purchase Plan (the "Plan") is to enable agents of Great
American Life Insurance Company (the "Company") to acquire or
increase ownership interests in American Annuity Group, Inc.
("Parent"), the parent of the Company, on a basis that will
encourage them to perform at increasing levels of effectiveness
and use their best efforts to promote the growth and profitabili-
ty of the Company and Parent. This is to be done by providing
agents a continued opportunity to purchase shares of the Parent's
Common Stock, One Dollar ($1.00) par value ("Shares"), from the
Parent through periodic offerings commencing January 1, 1995 or
as soon as practicable thereafter (the "Effective Date"). For
this purpose, except as otherwise provided in Section (18), the
maximum aggregate number of Shares which Participating Agents
(defined in Section (4) below) may purchase under the Plan is One
Million (1,000,000).
(2)ADMINISTRATION
(a)The Plan shall be administered by a committee of the Board of
Directors of the Parent designated by the Board of Directors
(the "Committee"), consisting of at least Three (3) members. All
Committee members shall serve, and may be removed, at the plea-
sure of the Board of Directors.
(b)For purposes of administration of the Plan, a majority of the
members of the Committee (but not less than Two (2)) eligible to
serve as such shall constitute a quorum, and any action taken by
a majority of such members of the Committee present at any
meeting at which a quorum is present, or acts approved in writing
by a majority of such members of the Committee, shall be the acts
of the Committee.
(c)Subject to the provisions of the Plan, the Committee shall
have full discretionary authority to interpret the Plan, to issue
rules for administering the Plan, to change, alter, amend or
rescind such rules, and to make all other determinations neces-
sary or appropriate for the administration of the Plan. All
determinations, interpretations and constructions made by the
Committee pursuant to this Section shall be final and conclusive.
No member of the Board of Directors or the Committee shall be
liable for any action, determination or omission taken or made in
good faith with respect to the Plan or any right granted hereun-
der.
(d)The Committee will engage a bank trust department or other
financial institution as agent (the "Plan Agent") to perform
custodial and record-keeping functions for the Plan, such as
holding record title to the participating agents' Share certifi-
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cates, maintaining an individual investment account for each such
agent and providing periodic account status reports to such
agents.
(e)The Committee shall have full discretionary authority to
delegate ministerial functions to management of the Company or
the Parent.
<PAGE>
(3)ELIGIBLE AGENTS
All agents of the Company, and of such of its Subsidiaries as may
be designated for such purpose from time to time by the Commit-
tee, shall be eligible to participate in the Plan ("Eligible
Agents").
(4)ELECTION TO PARTICIPATE
Each Eligible Agent may participate in the Plan by filing with
the Company an election to purchase form (the "Form"). Eligible
Agents who so elect to participate in the Plan are hereinafter
referred to as "Participating Agents". The Form must specify the
date on which participation is to commence, which may not be
retroactive. The Form may authorize specified commission deduc-
tions. In addition, Participating Agents may make lump-sum
payments to be used to purchase Shares pursuant to the Plan. All
regular commission deductions and lump-sum contributions shall be
recorded in a non-interest bearing account which the Parent shall
establish for Participating Agents (the "Share Purchase Ac-
count").
All funds recorded in the Share Purchase Account may be used by
the Parent for any corporate purpose, subject to the right of a
Participating Agent to withdraw at any time an amount equal to
the balance accumulated in his or her Share Purchase Account upon
withdrawal from participation in the Plan as described in Section
(7) below. Funds recorded in Share Purchase Accounts shall not
be required to be segregated from any funds of the Parent.
(5)DEDUCTION CHANGES
A Participating Agent may at any time increase or decrease his or
her commission deduction by filing a new Form. The change will
become effective as soon as practicable after receipt of the
Form. A commission deduction change (which shall include any
increase or decrease) may not be made more than twice during any
calendar year.
(6)LIMITATION ON PURCHASE OF SHARES
No Participating Agent may be granted a right to purchase in
excess of Ten Thousand (10,000) Shares under this Plan in any
calendar year.
(7)WITHDRAWAL OF FUNDS
A Participating Agent may at any time prior to a Purchase Date
(defined in Section (8) below) and for any reason withdraw from
participation in the Plan, in which case the entire balance
accumulated in his or her Share Purchase Account shall be paid to
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him or her as soon as practicable thereafter. Partial withdraw-
als will not be permitted.
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(8)METHOD OF PURCHASE AND INVESTMENT ACCOUNTS
The term "Share Purchase Period" shall mean a period of One (1),
Two (2) or Three (3) calendar months, as determined by the
Committee. The term "Purchase Date" as used in the Plan shall
mean the last business day of each Share Purchase Period (or as
soon as practicable thereafter) commencing after the Effective
Date. Each Participating Agent having funds in his or her Share
Purchase Account on a Purchase Date shall be deemed, without any
further action, to have been granted on such Purchase Date, and
to have exercised on such Purchase Date, the option to purchase
the number of whole and fractional Shares which the funds in his
or her Share Purchase Account would purchase at the Purchase
Price (as hereinafter defined) on such Purchase Date, subject to
the Share limitation in Section (1) and the restrictions set
forth in Section (6). Such option will be deemed exercised if
the Participating Agent does not withdraw such funds prior to the
Purchase Date. All Shares so purchased (including fractional
Shares) shall be immediately credited to a separate Investment
Account established by the Plan Agent for each Participating
Agent. At no time will AAG or GALIC be considered to be the
owner of any Shares acquired pursuant to the Plan. The Plan
Agent shall hold in its name or the name of its nominee all
certificates for Shares purchased until Shares are withdrawn by a
Participating Agent pursuant to Section (10) below. No risk of
forfeiture to the Participating Agent exists once the shares are
purchased and credited to the Investment Account.
All cash dividends paid with respect to the whole and fractional
Shares in a Participating Agent's Investment Account shall,
unless otherwise directed by the Committee, be credited to his or
her Investment Account and used, in the same manner as commission
deductions, to purchase additional Shares under the Plan on the
next Purchase Date, subject to the Share limitation in Section
(1) and the restrictions set forth in Section (6). Shares so
purchased shall be added to the Shares held for the Participating
Agent in his or her Investment Account.
(9)PURCHASE PRICE
The Purchase Price for each whole or fractional Share shall be
Ninety-Two and One-Half Percent (92.5%) of the fair market value
of such whole or fractional Share on the Purchase Date (as
defined in Section (8) above), provided that the Purchase Price
shall in no event be less than the par value of such Share.
Fair market value shall be the mean of the high and low sales
prices of such Shares on the Purchase Date on the New York Stock
Exchange Composite Tape (or the principal market in which the
Shares are traded, if the Shares are not listed on the New York
Stock Exchange on such Date), or, if the Shares shall not have
been traded on such Date, the mean of the high and low sales
prices of such Shares on the next preceding day on which sales
were made. If Shares are purchased in market transactions, fair
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market value means the actual purchase price of the Share ac-
quired, plus commissions and other acquisition expenses.
(10)WITHDRAWAL OF CERTIFICATES
Subject to Sections (13) and (21) below, a Participating Agent
shall have the right at any time to withdraw a certificate or
certificates for all or a portion of the Shares credited to his
or her Investment Account by giving written notice to the Plan
Agent, provided, however, that (a) no Participating Agent shall
be entitled to receive a certificate for any Share prior to two
(2) calendar years after the date that Share was purchased under
the Plan, (b) no such request may be made more frequently than
once each calendar year and (c) no Participating Agent shall be
entitled to receive a certificate for any fractional Share. The
Parent will pay any stamp taxes imposed in connection with the
issuance of any certificate under the Plan.
<PAGE>
(11)REGISTRATION OF CERTIFICATES
Each certificate withdrawn by a Participating Agent may be
registered only in the name of the Participating Agent, or, if
the Participating Agent so indicated on the Participating Agent's
Form, in the Participating Agent's name jointly with another
person, with right of survivorship. A Participating Agent who is
a resident of a jurisdiction which does not recognize such a
joint tenancy may have certificates registered in the Participat-
ing Agent's name as tenant in common or as community property
with another person, without right of survivorship.
(12)VOTING
The Plan Agent shall vote all Shares held in an Investment
Account in accordance with the Participating Agent's instruc-
tions. To the extent the Plan Agent does not receive instruc-
tions with respect to the voting of any Shares held in the
Investment Account such Shares shall be voted in the same propor-
tion as the Shares as to which the Plan Agent has received
instructions.
(13)LIMITATION ON RESALE
Notwithstanding anything in the Plan to the contrary, no Partici-
pating Agent shall be entitled to sell any Share purchased under
the Plan (or withdraw any certificate representing any such
Share) during the two (2) calendar years following the date of
purchase of such Share.
(14)RIGHTS ON RETIREMENT, DEATH OR OTHER TERMINATION OF AGENCY
RELATIONSHIP
In the event of a Participating Agent's retirement, death or
other termination of the Participating Agent's status as an
agent of the Company, or in the event that a Participating Agent
otherwise ceases to be an Eligible Agent, no commission deduction
shall be taken from any amount due and owing to the Participating
Agent thereafter, and the balance in the Participating Agent's
Share Purchase Account shall be paid to the Participating Agent,
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or in the event of the Participating Agent's death, to his or
her designated beneficiary under the Plan (and, if none, then to
his or her estate).
(15)RIGHTS NOT TRANSFERABLE
Rights under the Plan are not transferable by a Participating
Agent other than by will or the laws of descent and distribution,
and are exercisable during the agent's lifetime only by the
agent.
(16)NO RIGHT TO CONTINUED RELATIONSHIP WITH THE COMPANY
Neither the Plan nor any right granted under the Plan shall
confer upon any Participating Agent any right to continuance of
an agent or any other relationship with the Company, or interfere
in any way with the right of the Company to terminate the agency
relationship of such Participating Agent.
(17)APPLICATION OF FUNDS
All funds received or held by the Parent under this Plan may be
used for any corporate purpose.
<PAGE>
(18)ADJUSTMENT IN CASE OF CHANGES AFFECTING SHARES
In the event of a subdivision of outstanding Shares, or the
payment of a stock dividend, the Share limitation set forth in
Section (1) shall be adjusted proportionately, and such other
adjustments shall be made as may be deemed equitable by the
Committee.
(19)AMENDMENT OF THE PLAN
The Board of Directors may at any time, or from time to time,
amend this Plan in any respect, but no such amendment shall be
effective with respect to shares purchased pursuant to the Plan
prior to the date of such amendment.
(20)TERMINATION OF THE PLAN
The Plan and, except as provided below, all rights of Eligible
Agents under any offering hereunder shall terminate on the
earliest of:
(a)The date that Participating Agents become entitled to purchase
a number of Shares greater than the number of Shares remaining
available for purchase in accordance with Section (1), as adjust-
ed by Section (18), in which case if the number of Shares so
purchasable is greater than the Shares remaining available, the
available Shares shall be allocated by the Committee among such
Participating Agents on a pro rata basis;
(b)Any date selected by the Board of Directors in its discretion;
or
(c)The date set forth in Section 25(b) of this Plan.
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Upon termination of this Plan, all amounts in the Share Purchase
Accounts of Participating Agents shall be carried forward into
the Participating Agent's Share Purchase Account under a succes-
sor plan, if any, or promptly refunded.
The Board of Directors shall have the right to suspend the Plan
at any time.
(21)GOVERNMENTAL REGULATIONS
(a)Anything contained in this Plan to the contrary notwithstand-
ing, the Parent shall not be obligated to sell or deliver any
Shares or certificates under this Plan unless and until the
Parent is satisfied that such sale or delivery complies with (i)
all applicable requirements of the New York Stock Exchange (or
the governing body of the principal market in which such Shares
are traded, if such Shares are not then listed on that Exchange),
(ii) all applicable provisions of the Securities Act of 1933 and
(iii) all other laws or regulations by which the Company or
Parent is bound or to which the Company or Parent is subject.
(b)The Company or the Parent may make such provisions as it may
deem appropriate for the withholding of any taxes or payment of
any taxes which it determines it may be required to withhold or
pay in connection with any Shares. The obligation of the Parent
to deliver certificates under this Plan is conditioned upon the
satisfaction of the provisions set forth in the preceding sen-
tence.
<PAGE>
(22)SOURCE OF SHARES
Shares to be purchased from the Parent under the Plan shall be
(a) previously acquired treasury Shares or (b) authorized but
unissued Shares. Notwithstanding anything to the contrary in
this Plan, if and to the extent authorized by the Committee, the
Plan Agent may make purchases of Shares on behalf of Participat-
ing Agents under the Plan through market transactions rather than
purchases from the Company.
(23)REPURCHASE OF SHARES
The Company shall not be required to repurchase from any Partici-
pating Agent any Shares which such Participating Agent acquires
under the Plan.
(24)EXPENSES OF MAINTAINING PLAN
Except as provided in this Section, the Company shall be respon-
sible for all expenses of operating the Plan. If Shares are
purchased through market transactions as permitted by Section 22,
all commissions and other expenses of purchasing such shares
shall be included in the calculation of fair market value of the
Shares so purchased and shall be paid by the Participating Agent
purchasing the shares. All commissions and other expenses of
selling any Shares acquired pursuant to the Plan shall be paid by
the Participating Agent whose shares are sold.
(25)EFFECTIVE DATE; DURATION
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(a)Effective Date. The Plan shall become effective upon the date
of its adoption by the Board.
(b)Duration. Unless earlier terminated by the Board or the
Committee pursuant to the provisions of the Plan, the Plan shall
terminate on the tenth anniversary of its effective date as
hereinbefore specified. No Shares shall be purchased under the
Plan after such termination date.
