FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment to the Employment Agreement made as of February 1,
1998 (the "Agreement") between American General Corporation, a Texas corpora-
tion (the "Company") and Xxx X. Xxxxxx (the "Executive") is made on April 30,
1998.
1. Section 8(e)(ii) of the Agreement is hereby amended by the addition
of the following new paragraph at the end thereof:
"If the Executive is projected to attain Normal Retirement Age
while he is employed by the Company and while he holds shares of the
Company's common stock which were granted to him by the Company and
which remain subject to forfeiture restrictions ("Restricted Shares"),
then, on the December 31st immediately preceding the calendar year in
which Normal Retirement Age is projected to be attained, the Executive's
Restricted Shares shall automatically convert into an equal number of
Restricted Share Units, as to which payment will be postponed until the
date of the Executive's actual termination of employment. While the
Restricted Share Units are outstanding, the Executive will be credited
with dividend equivalents on the Restricted Share Units, which dividend
equivalents will be converted into additional Restricted Share Units.
During any period in which the Executive has Restricted Share Units
pursuant to this paragraph, for purposes of each provision of each
document evidencing the grant of the original Restricted Shares and any
plan under which they were granted and for purposes of the first
paragraph of this Section 8(e)(ii), the Restricted Share Units shall be
treated in a manner substantially equivalent to the treatment of
Restricted Shares set forth in each such provision (except that there
shall be no voting rights with respect to Restricted Share Units). When
payment of any Restricted Share Units is made, it will be made in
unrestricted shares of the common stock of the Company, except that any
fractional share may be paid in cash."
2. Section 22(c) of the Agreement is hereby amended by the addition of
the following sentence at the end thereof:
"Notwithstanding the foregoing provisions of this Section 22(c), if the
annual bonus earned by the Executive in respect of the calendar year
ending immediately prior to the calendar year in which occurs the Date
of Termination (the Executive's "Last Annual Bonus") shall be higher
than the average annual bonus calculated in accordance with such
foregoing provisions, then, for all purposes of this Agreement, the
"Average Annual Bonus" shall be deemed to be equal in amount to the
Executive's Last Annual Bonus.
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/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Chairman of the
Personnel Committee
/S/ XXX X. XXXXXX
Xxx X. Xxxxxx
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