1 EXHIBIT 1.1 AMERICAN GENERAL CAPITAL III PREFERRED SECURITIES GUARANTEED TO THE EXTENT THAT AMERICAN GENERAL CAPITAL III HAS FUNDS AVAILABLE BY AMERICAN GENERAL CORPORATION UNDERWRITING AGREEMENT American General Capital III, a statutory business...Underwriting Agreement • December 7th, 2000 • American General Corp /Tx/ • Life insurance • New York
Contract Type FiledDecember 7th, 2000 Company Industry Jurisdiction
TRUSTEE Indenture ____________________________________Indenture • January 30th, 1996 • American General Corp /Tx/ • Life insurance • New York
Contract Type FiledJanuary 30th, 1996 Company Industry Jurisdiction
3 4 during which the Executive participates in a Formula Annual Bonus Plan, the amount of any such Annual Bonus shall not be less than seventy-five percent (75%) of the Base Salary in effect on the last day of the fiscal year with respect to which...Employment Agreement • March 27th, 1998 • American General Corp /Tx/ • Life insurance • Texas
Contract Type FiledMarch 27th, 1998 Company Industry Jurisdiction
AMONGMerger Agreement • May 14th, 2001 • American General Corp /Tx/ • Life insurance • New York
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EXHIBIT 4 PREFERRED SECURITIES GUARANTEE AGREEMENTPreferred Securities Guarantee Agreement • December 15th, 2000 • American General Corp /Tx/ • Life insurance • New York
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1 EXHIBIT 1.2 PRICING AGREEMENT SALOMON SMITH BARNEY INC. MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated MORGAN STANLEY & CO. INCORPORATED PRUDENTIAL SECURITIES INCORPORATED UBS WARBURG LLC BANC OF AMERICA SECURITIES LLC BANC...Pricing Agreement • December 7th, 2000 • American General Corp /Tx/ • Life insurance
Contract Type FiledDecember 7th, 2000 Company Industry
1 EXHIBIT 10.20 September 11, 1997 Mr. Michael J. Poulos 2121 Kirby, #73 Houston, Texas 77019 Dear Mr. Poulos: As you know, American General Corporation ("AGC"), Western National Corporation ("Western"), and a subsidiary of AGC have, as of the date...Employment Agreement • March 27th, 1998 • American General Corp /Tx/ • Life insurance
Contract Type FiledMarch 27th, 1998 Company Industry
Office of the Chairman Second-to-Die Policy SPLIT-DOLLAR AGREEMENT THIS SPLIT- DOLLAR AGREEMENT (this "Agreement") is made and entered into effective as of May ___, 1998 (the "Effective Date"), by and among AMERICAN GENERAL CORPORATION, a Texas...Split-Dollar Agreement • May 15th, 1998 • American General Corp /Tx/ • Life insurance • Texas
Contract Type FiledMay 15th, 1998 Company Industry Jurisdiction
TRUSTEE JUNIOR SUBORDINATED INDENTUREJunior Subordinated Indenture • December 15th, 2000 • American General Corp /Tx/ • Life insurance • New York
Contract Type FiledDecember 15th, 2000 Company Industry Jurisdiction
1 EXHIBIT 10.28 FIRST AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT This First Amendment to the Supplemental Executive Retirement Agreement made as of May 1, 2000 (the "Agreement") between American General Corporation, a Texas corporation...Supplemental Executive Retirement Agreement • March 28th, 2001 • American General Corp /Tx/ • Life insurance
Contract Type FiledMarch 28th, 2001 Company Industry
3 4 Section 6(b)(ii) hereof), the amount of an Annual Bonus with respect to any fiscal year shall be determined in the sole discretion of the Personnel Committee; provided, however, that, except with respect to any fiscal year during which the...Employment Agreement • March 27th, 1998 • American General Corp /Tx/ • Life insurance • Texas
Contract Type FiledMarch 27th, 1998 Company Industry Jurisdiction
BY AND AMONGMerger Agreement • February 18th, 1997 • American General Corp /Tx/ • Life insurance • New York
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WITNESSETH:Benefit Trust Agreement • March 28th, 2001 • American General Corp /Tx/ • Life insurance • Texas
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AGREEMENT AND PLAN OF MERGERMerger Agreement • September 12th, 1997 • American General Corp /Tx/ • Life insurance • Delaware
Contract Type FiledSeptember 12th, 1997 Company Industry Jurisdiction
1 EXHIBIT 10.22 March 11, 2001 John A. Graf Senior Vice Chairman American General Corporation 2929 Allen Parkway Houston, Texas 77019-2155 Dear Mr. Graf: In connection with the transactions (the "Transactions") contemplated by the Agreement and Plan...Employment Agreement • March 28th, 2001 • American General Corp /Tx/ • Life insurance • Texas
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FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 1998 • American General Corp /Tx/ • Life insurance
Contract Type FiledMay 15th, 1998 Company Industry
Form with Gross-Up) CHANGE IN CONTROL SEVERANCE AGREEMENT THIS Change in Control Severance Agreement ("Agreement") is made effective as of the 1st day of April, 2000 (the "Effective Date"), between American General Corporation, a Texas corporation...Change in Control Severance Agreement • March 21st, 2000 • American General Corp /Tx/ • Life insurance • Texas
Contract Type FiledMarch 21st, 2000 Company Industry Jurisdiction
EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into between Western National Corporation, a Delaware corporation ("Company"), and John A. Graf ("Executive") to be effective as of the Effective Time as hereinafter defined....Employment Agreement • March 21st, 2000 • American General Corp /Tx/ • Life insurance • Texas
Contract Type FiledMarch 21st, 2000 Company Industry Jurisdiction
CHANGE IN CONTROL SEVERANCE AGREEMENT THIS Change in Control Severance Agreement ("Agreement") is made effective as of the 1st day of April, 1998 (the "Effective Date"), between American General Corporation, a Texas corporation having its principal...Change in Control Severance Agreement • May 15th, 1998 • American General Corp /Tx/ • Life insurance • Texas
Contract Type FiledMay 15th, 1998 Company Industry Jurisdiction
ARTICLE II ARTICLES OF INCORPORATION AND BYLAWS OF THE SURVIVING CORPORATION...................3Merger Agreement • March 12th, 2001 • American General Corp /Tx/ • Life insurance • New York
Contract Type FiledMarch 12th, 2001 Company Industry Jurisdiction
1 EXHIBIT 1.1 AMERICAN GENERAL CAPITAL I PREFERRED SECURITIES GUARANTEED TO THE EXTENT THAT AMERICAN GENERAL CAPITAL I HAS FUNDS AVAILABLE BY AMERICAN GENERAL CORPORATION UNDERWRITING AGREEMENT American General Capital I, a statutory business trust...Underwriting Agreement • September 8th, 1999 • American General Corp /Tx/ • Life insurance • New York
Contract Type FiledSeptember 8th, 1999 Company Industry Jurisdiction
EMPLOYMENT AGREEMENT AGREEMENT by and among American International Group, Inc., a Delaware corporation (the "Parent"), American General Corporation, a Texas corporation (the "Company"), and John A. Graf (the "Executive") dated as of the 11th day of...Employment Agreement • May 15th, 2001 • American General Corp /Tx/ • Life insurance • New York
Contract Type FiledMay 15th, 2001 Company Industry Jurisdiction
Form) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of May 1, 2000 (the "Effective Date"), by and between [______________________] (the "Executive") and American General Corporation, a Texas corporation (the "Company")....Employment Agreement • May 15th, 2000 • American General Corp /Tx/ • Life insurance • Texas
Contract Type FiledMay 15th, 2000 Company Industry Jurisdiction
SECOND AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT This Second Amendment to the Supplemental Executive Retirement Agreement made as of February 1, 1998) between American General Corporation, a Texas corporation (the "Company") and Robert...Supplemental Executive Retirement Agreement • May 15th, 2000 • American General Corp /Tx/ • Life insurance
Contract Type FiledMay 15th, 2000 Company Industry
EMPLOYMENT AGREEMENT AGREEMENT by and among American International Group, Inc., a Delaware corporation (the "Parent"), American General Corporation, a Texas corporation (the "Company"), and Robert M. Devlin (the "Executive") dated as of the 11th day...Employment Agreement • May 15th, 2001 • American General Corp /Tx/ • Life insurance • New York
Contract Type FiledMay 15th, 2001 Company Industry Jurisdiction
1 EXHIBIT 10.21 March 11, 2001 Frederick W. Geissinger Vice Chairman American General Corporation 2929 Allen Parkway Houston, Texas 77019-2155 Dear Mr. Geissinger: In connection with the transactions (the "Transactions") contemplated by the Agreement...Employment Agreement • March 28th, 2001 • American General Corp /Tx/ • Life insurance • Texas
Contract Type FiledMarch 28th, 2001 Company Industry Jurisdiction
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to the Employment Agreement made as of February 1, 1998 between American General Corporation, a Texas corporation (the "Company") and Robert M. Devlin (the "Executive"), as first amended...Employment Agreement • May 15th, 2000 • American General Corp /Tx/ • Life insurance
Contract Type FiledMay 15th, 2000 Company Industry
Execution Copy TRI-PARTY AGREEMENT TRI-PARTY AGREEMENT (this "Agreement") dated May 11, 2001 among PRUDENTIAL PLC, a public limited company incorporated in England and Wales ("Prudential"), HOLBORN DELAWARE PARTNERSHIP, a Delaware general partnership...Tri-Party Agreement • May 11th, 2001 • American General Corp /Tx/ • Life insurance • New York
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ARTICLE I DEFINITIONSGuarantee Agreement • January 30th, 1996 • American General Corp /Tx/ • Life insurance • New York
Contract Type FiledJanuary 30th, 1996 Company Industry Jurisdiction