FIRST AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
This First Amendment to the Supplemental Executive Retirement Agreement
made as of February 1, 1998 (the "Agreement") between American General
Corporation, a Texas corporation (the "Company") and Xxxxx X. X'Xxxxxxxx, Xx.
(the "Executive") is made on April 30, 1998.
1. Section 2.1 of the Agreement is hereby amended by the addition of
the following new paragraph at the end thereof:
"Unless the Executive shall have notified the Company in writing
no later than July 1, 1998 (and prior to any termination of his employ-
ment) of his election that this paragraph shall be null and void and of
no effect, then, notwithstanding the foregoing provisions of this
Section 2.1, if payment of a lump sum amount equal to the actuarial
equivalent of a Normal Retirement Benefit is to be made pursuant to
Section 2.6 hereof, the annual amount of the Normal Retirement Benefit
shall equal (X) minus (Y), where (X) is calculated as set forth above,
but the amount of (Y) equals only the Social Security Benefit plus the
Qualified Plan Benefit (and not the Restoration Plan Benefit). The
resulting increase in such lump sum amount shall be paid in lieu of any
Restoration Plan Benefit under the circumstances described in Section
2.6 hereof and the Executive hereby waives his right to any Restoration
Plan Benefit under (and only under) such circumstances."
2. Section 2.6 of the Agreement is hereby amended by the addition of
the following sentence at the end thereof:
"Notwithstanding the foregoing provisions of this Section 2.6, if termi-
nation of the Executive's employment occurs after a Change in Control
(or is deemed to have occurred after a Change in Control pursuant to the
Executive's Employment Agreement) and if payment of a lump sum amount
equal to the actuarial equivalent of a Normal Retirement Benefit is to
be made pursuant to this Section 2.6 after the Executive shall have
attained age 57, the Normal Retirement Benefit calculated pursuant to
this Section 2.6 shall not be less than the Normal Retirement Benefit
which the Executive would have accrued if the Executive had continued to
be employed by the Company until his Normal Retirement Date."
3. As amended by this First Amendment, the Agreement is hereby specifi-
cally ratified and reaffirmed.
IN WITNESS WHEREOF, the parties hereto have executed this First Amend-
ment on April 30, 1998.
AMERICAN GENERAL CORPORATION
By /S/ XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
/S/ XXXXX X. X'XXXXXXXX, XX.
Xxxxx X. X'Xxxxxxxx, Xx.
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