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 Xxxxxx
X. Xxxxxx (the "Executive"), as first
amended on April 30, 1998 (the "Agreement"),
is made on May 1, 2000.
1. Section 8(a) of the Agreement is
hereby amended by the addition of the
following sentence at the end thereof:
"As soon as practicable after a
termination of the Executive's
employment for Disability, the Company
shall pay the Executive a pro rata portion
to the Date of Termination of the
Annual Bonus for the year in which the
Date of Termination occurs, calculated
by using a fraction (the numerator of
which shall be the number of days of
employment in such year up to and
including the Date of Termination and
the denominator of which shall be three-
hundred-sixty-five (365)) to multiply
the award that the Executive would have
earned for the entire year (if the
Executive's employment had continued),
based on the Company's actual
performance for such year, and assuming
the achievement, at the target level,
of any individual performance
objectives established with respect to
such award; provided, however, that any
amount otherwise payable pursuant to
this sentence shall be reduced by any
payment already received by the
Executive pursuant to the applicable
Annual Bonus plan with respect to the
year in which the Date of Termination
occurs."
2. Further, the second sentence of
Section 8(a) of the Agreement is hereby
amended to read as follows:
"Upon termination of the Executive's
employment for Disability, the Company
shall have no additional obligations to
the Executive under this Agreement
except to the extent provided in the
last sentence of this Section 8(a) and
in Sections 6(c), 6(d), 7(b) 8(e) and
15 hereof (and, to the extent
applicable, Sections 9, 10 and 11
hereof) and to pay to the Executive the
Executive's normal post-termination
compensation and benefits as such
payments become due."
3. As amended by this Second Amendment,
the Agreement is hereby specifically
ratified and reaffirmed.
IN WITNESS WHEREOF, the parties hereto
have executed this Second Amendment on May
1, 2000.
AMERICAN GENERAL CORPORATION
By___/S/ XXXX X. REDDICK____________
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
____/S/ XXXXXX X. DEVLIN____________
Xxxxxx X. Xxxxxx
