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 Xxxxxx 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 age 60 while he is em-
ployed 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 age 60 is project-
ed 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/ XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx
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