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                                                                     EXHIBIT 4.1

AMERICAN GENERAL CORPORATION: Terms Committee

DATE:          June 22, 2000

SUBJECT:       8 1/2% Capital Trust Pass-through Securities of American General
               Capital II

PURPOSE:       The purpose of these resolutions is to authorize certain matters
               relating to the issuance and sale of 8 1/2% Capital Trust
               Pass-through Securities of American General Capital II

               RESOLUTIONS AUTHORIZING CERTAIN MATTERS RELATING TO
                      CAPITAL TRUST PASS-THROUGH SECURITIES

         WHEREAS, at a meeting on October 23, 1997, the Board of Directors of
American General Corporation (the "Company") authorized the creation, issuance
and sale of up to $1,500,000,000 aggregate offering price of securities;

         WHEREAS, American General Capital II, a Delaware statutory business
trust (the "Trust"), proposes to issue its 8 1/2% Capital Trust Pass-through
Securities (the "Preferred Securities") and its 8 1/2% Common Securities (the
"Common Securities" and, together with the Preferred Securities, the "Trust
Securities") and use the proceeds from the sale of the Trust Securities to
purchase junior subordinated debentures of the Company; and

         WHEREAS, this Committee desires to establish the terms of such junior
subordinated debentures pursuant to Section 3.1 of the Junior Subordinated
Indenture, dated as of November 15, 1997 (the "Indenture"), between the Company
and Bankers Trust Company, as trustee (the "Trustee"); and

         WHEREAS, in connection with the issuance of the Preferred Securities,
the Company and the Trust propose to file with the Commission a final prospectus
supplement to the Registration Statement on Form S-3 (Registration Nos.
333-40583, et. seq.), as amended, previously filed by the Company, the Trust and
certain other trusts with the Securities and Exchange Commission (the
"Commission"), which prospectus supplement sets forth, among other things,
information with respect to the terms of such Trust Securities and junior
subordinated debentures;

         Now, therefore, be it:

8 1/2% JUNIOR SUBORDINATED DEBENTURES DUE 2030

         RESOLVED, that the Company shall issue, sell and deliver a series of
its junior subordinated debentures to the Trust pursuant to the Indenture,
having an aggregate principal amount of $309,279,000, in exchange for the
purchase price of $307,642,914.09 (equal to 99.471% of the principal amount),
and, upon such issuance, such junior subordinated debentures shall be valid and
binding obligations of the Company; and be it

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         FURTHER RESOLVED, that the title, principal amount, interest rate,
redemption provisions, and other terms of such junior subordinated debentures to
be fixed pursuant to Section 3.1 of the Indenture shall be as follows
(capitalized terms appearing below that are defined in the Indenture, but not
defined herein, having the meanings ascribed to them in the Indenture):

         1. TITLE. The junior subordinated debentures shall be designated as the
"8 1/2% Junior Subordinated Debentures due 2030" (the "Debentures").

         2. PRINCIPAL AMOUNT. The aggregate principal amount of the Debentures
which may be authenticated and delivered pursuant to these resolutions shall be
limited to $309,279,000 (except for Debentures authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Debentures
of the same series pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.6 of the
Indenture); provided that, notwithstanding the foregoing, if authorized by a
further Board Resolution, the Company may issue additional Debentures having
identical terms as the Debentures established hereby, which will, together with
the Debentures issued hereby, be deemed to constitute a single series of
Securities for all purposes under the Indenture.

         3. MATURITY DATE. The principal of the Debentures shall be payable
(together with any accrued and unpaid interest thereon) on July 1, 2030 (the
"Maturity Date"), subject to earlier redemption as set forth below in paragraph
7. The Debentures will not be entitled to the benefit of any sinking fund prior
to maturity.

         4. INTEREST RATE; INTEREST PAYMENT DATES.

         (a) The Debentures will bear interest on the principal amount thereof
at the fixed rate of 8 1/2% per annum (the "Coupon Rate") from and including
June 27, 2000 or from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for to but excluding the related
Interest Payment Date (as defined below) until the principal thereof becomes due
and payable, and on any overdue principal and (to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the Coupon Rate, compounded semi-annually, payable (subject to the
provisions of paragraph 5 below) semi-annually in arrears on January 1 and July
1 of each year (each, an "Interest Payment Date"), commencing on January 1,
2001. The amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full semi-annual period on the basis of the actual number
of days elapsed in such 180-day period.

         (b) Interest on the Debentures (except defaulted interest) shall be
paid to the Persons in whose name the Debentures are registered at the close of
business on the Regular Record Date for such interest installment (including
Debentures that are canceled after the Regular Record Date and before the
Interest Payment Date), which, with respect to any Debentures of which the
Property Trustee of the Trust (the "Property Trustee") is the Holder or with
respect to a Debenture in Global Security form, shall be the close of business
on the Business Day next preceding that Interest Payment Date. If the Debentures
are no longer held by the Property Trustee and the Debentures are not
represented by a Debenture in Global Security form, the Regular Record Date for
such interest



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installment shall be the 15th day of the last month of the semi-annual interest
period (even if not a Business Day). Notwithstanding the foregoing, any interest
that is payable at maturity shall be payable to the Person to whom principal
payable at maturity shall be payable.

         (c) If the Holder of a Debenture is the Property Trustee, the payment
of the principal of and interest on such Debenture will be made by wire transfer
in immediately available funds at such place and to such account as may be
designated by the Property Trustee.

         (d) If, at any time while the Property Trustee is the Holder of any
Debentures, the Trust is required to pay any taxes, duties, assessment or
governmental charges of whatever nature (other than withholding taxes) imposed
by the United States, or any other taxing authority, then, in any case, the
Company will pay as additional interest on the Debentures held by the Property
Trustee, such additional amounts as shall be required so that the net amounts
received and retained by the Trust after paying such taxes, duties, assessments
or other governmental charges will be equal to the amounts the Trust would have
received had no such taxes, duties, assessments or other government charges been
imposed.

         5. EXTENSION OF AN INTEREST PAYMENT PERIOD. So long as no Event of
Default under the Indenture has occurred and is continuing, the Company may
defer the payment of interest on the Debentures at any time and from time to
time for a period not exceeding 10 consecutive semi-annual periods, including
the first such semi-annual period during such period (each, an "Extension
Period"), provided that no Extension Period shall extend beyond the Maturity
Date or the earlier date of redemption. No interest shall be due and payable on
the Debentures until the end of the Extension Period unless the Debentures are
redeemed prior to that date, in which event interest on the Debentures so
redeemed shall be due and payable on the redemption date. At the end of the
Extension Period, the Company shall pay all interest accrued and unpaid on the
Debentures, which shall be payable to the Holders of the Debentures in whose
names the Debentures are registered in the Securities Register as of the Regular
Record Date relating to the Interest Payment Date that corresponds to the end of
such Extension Period. Notwithstanding such deferral, interest shall accrue on
the interest deferred (to the extent permitted by applicable law) at the Coupon
Rate, compounded semi-annually, from the relevant Interest Payment Dates during
any Extension Period. Prior to the expiration of any Extension Period, the
Company may further defer payments of interest by further extending such
Extension Period; provided that such Extension Period, together with all
previous and further extensions, if any, within such Extension Period, may not
exceed 10 consecutive semi-annual periods, including the first semi-annual
period during such Extension Period, or extend beyond the Maturity Date of the
Debentures or the date of earlier redemption. Before the termination of any
Extension Period, the Company may pay all or any portion of the interest accrued
on the Debentures to the date of payment. Upon the expiration of any Extension
Period and the payment of all amounts then due, the Company may commence a new
Extension Period, subject to the above requirements. There is no limitation on
the number of times that the Company may elect to begin an Extension Period. The
Company will give notice of its commencement of an Extension Period as set forth
in Section 3.11 of the Indenture.

         6. PLACE OF PAYMENT. The Trustee is hereby appointed as the initial
sole Paying Agent for the Debentures. The principal of and interest on the
Debentures shall be payable at the Corporate



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Trust Office of the Trustee in the Borough of Manhattan, The City of New York;
provided, however, that, at the option of the Company, payment of interest may
be made (a) except in the case of Debentures in Global Security form, by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Securities Register or (b) if proper transfer instructions have
been received by the Securities Registrar by the applicable Regular Record Date,
by wire transfer to such account as may be designated by the Person entitled
thereto as specified in the Securities Register. Notwithstanding the foregoing,
so long as the Holder of any Debentures is the Property Trustee, the payment of
the principal of and interest on such Debentures held by the Property Trustee
will be made by wire transfer of immediately available funds at such place and
to such account as may be designated by the Property Trustee. Payment of
principal of the Debentures will only be made upon surrender of the Debentures
to the Trustee.

         7. REDEMPTION. The Debentures may be redeemed by the Company before
their Maturity Date (i) in whole but not in part within 90 days following the
occurrence of a Tax Event or an Investment Company Event (each, a "Special
Event"), or (ii) in whole or in part on one or more occasions at any time, in
each case at a redemption price equal to the greater of (1) 100% of the
principal amount of the Debentures to be redeemed or (2) the sum, as determined
by the Quotation Agent, of the present values of the principal amount of the
Debentures to be redeemed and the remaining scheduled payments of interest
thereon from the redemption date to July 1, 2030 (the "Remaining Life"),
discounted from their respective scheduled payment dates to the redemption date
on a semi-annual basis (assuming a 360-day year consisting of 30-day months) at
the Adjusted Treasury Rate, plus in each case accrued and unpaid interest
thereon to the date of redemption. Any redemption pursuant to this paragraph 7
shall be made upon no less than 30 days nor more than 60 days written notice to
the Holders of the Debentures. The redemption price shall be paid prior to 12:00
noon, New York time, on the date of such redemption or at such earlier time as
the Company determines and specifies in the notice of redemption.

         "Adjusted Treasury Rate" means (a) with respect to a redemption of
Debentures in whole but not in part effected within 90 days following the
occurrence of a Special Event, the Treasury Rate plus .50%, or (b) in the case
of any other redemption of Debentures, the Treasury Rate plus .25%.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the Remaining
Life of the Debentures to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity with the Remaining
Life of the Debentures. If no United States Treasury security has a maturity
which is within a period from three months before to three months after the
Remaining Life, the two most closely corresponding United States Treasury
securities shall be used as the Comparable Treasury Issue, and the Treasury Rate
shall be interpolated or extrapolated on a straight-line basis, rounding to the
nearest month using such securities.

         "Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve



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Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (a) the average
of the five Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (b) if the Trustee obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such quotations.

         "Investment Company Event" means that the Administrative Trustees of
the Trust shall have received an opinion of an independent counsel experienced
in practice under the Investment Company Act to the effect that, as a result of
the occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), there is more than
an insubstantial risk that the Trust is or will be considered an "Investment
Company" that is required to be registered under the Investment Company Act,
which Change in 1940 Act Law becomes effective on or after June 22, 2000. For
the purpose of the preceding sentence, "Investment Company Act" means the
Investment Company Act of 1940, as amended from time to time, or any successor
legislation.

         "Quotation Agent" means Salomon Smith Barney Inc. and its successors;
provided, however, that if the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Trustee shall substitute therefor another Primary Treasury Dealer upon
consultation with the Company.

         "Reference Treasury Dealer" means: (1) the Quotation Agent; and (2) any
other Primary Treasury Dealer selected by the Trustee.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.

         "Tax Event" means that the Administrative Trustees of the Trust shall
have received an opinion of an independent tax counsel experienced in such
matters to the effect that, as a result of (i) any amendment to, or change
(including any announced proposed change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority affecting taxation, or (ii) any official or administrative
pronouncement or action or judicial decision, interpreting or applying such laws
or regulations, which amendment or change becomes effective or such
pronouncement, action or decision is announced or occurs on or after June 22,
2000, there is more than an insubstantial risk that (A) the Trust is or, within
90 days of the date of such opinion, would be subject to United States federal
income tax with respect to interest accrued or received on the Debentures, (B)
interest payable by the Company on the Debentures is not or, within 90 days of
the date of such opinion, would not be deductible, in whole or in part, by the
Company for United States federal income tax purposes, or (C) the Trust is or,
within 90 days of the date of such opinion,



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would be, subject to more than a de minimis amount of other taxes, duties,
assessments or other governmental charges.

         "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to (1) the yield, under the heading which represents the average
for the immediately prior week, appearing in the most recently published
statistical release designated "H.15 (519)" or any successor publication which
is published weekly by the Federal Reserve Board and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Remaining Life (if no maturity is within three months before or after the
Remaining Life, yields for the two published maturities most closely
corresponding to the Remaining Life shall be interpolated and the Treasury Rate
shall be interpolated or extrapolated from such yields on a straight-line basis
rounding to the nearest month) or (2) if such release (or any successor release)
is not published during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semiannual equivalent yield
to maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date, in each case
calculated on the third Business Day preceding the redemption date.

         8. LISTING. If the Preferred Securities are listed on the New York
Stock Exchange or another securities exchange at the time, if any, of the
distribution of the Debentures to the holders of Preferred Securities in
accordance with the Amended and Restated Declaration of Trust of the Trust among
the Company, as sponsor, the Delaware Trustee, the Property Trustee and the
Administrative Trustees referred to therein (the "Declaration"), then, prior to
such distribution, the Company shall use its best efforts to cause the
Debentures to be listed on the New York Stock Exchange or such other exchange on
which the Preferred Securities were listed immediately prior to such
distribution.

         9. REGISTRAR. The Debentures may be surrendered for registration of
transfer or exchange at the Corporate Trust Office of the Trustee and any
notices or demands at or upon the Company in respect of the Debentures and the
Indenture may be presented at that office.

         10. FORM.

         (a) The certificate or certificates evidencing the Debentures shall be
substantially in the form attached hereto as Annex A, with such changes as the
officer executing the same shall approve, such approval to be evidenced by such
officer's manual or facsimile signature. The terms of the Debentures are
specified therein as well as in these resolutions.

         (b) Except as provided in (c) below, the Debentures shall be issued in
fully registered certificated form, without interest coupons.

         (c) In connection with a distribution of the Debentures to the holders
of the Preferred Securities pursuant to the Declaration:



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                  (i) the Debentures in certificated form to be distributed to
         the holders of Preferred Securities may be presented to the Trustee by
         the Property Trustee in exchange for a Debenture or Debentures in
         Global Security form in an aggregate principal amount equal to the
         aggregate principal amount of all Outstanding Debentures, to be
         registered in the name of The Depository Trust Company as initial
         Depository (the "Depository"), or its nominee, and delivered by the
         Trustee to the Depository for crediting to the accounts of its
         participants pursuant to the instructions of the Property Trustee. The
         Company upon any such presentation shall execute one or more Debentures
         in Global Security form in such aggregate principal amount and deliver
         the same to the Trustee for authentication and delivery in accordance
         with the Indenture and this resolution. Payments on the Debentures
         issued as a Global Security will be made to the Depository; and

                  (ii) if any Preferred Securities are held in non book-entry
         certificated form, the Debentures in certificated form may be presented
         to the Trustee by the Property Trustee and any certificate which
         represents Preferred Securities ("Preferred Securities Certificate")
         other than Preferred Securities held by the Depository or its nominee
         ("Non Book-Entry Preferred Securities") will be deemed to represent a
         beneficial interest in Debentures presented to the Trustee by the
         Property Trustee having an aggregate principal amount equal to the
         aggregate liquidation amount of the Non Book-Entry Preferred Securities
         until such Preferred Security Certificates are presented to the
         Securities Registrar for transfer or reissuance, at which time such
         Preferred Security Certificates will be canceled and a Debenture,
         registered in the name of the holder of the Preferred Security
         Certificate or the transferee of the holder of such Preferred Security
         Certificate, as the case may be, with an aggregate principal amount
         equal to the aggregate liquidation amount of the Preferred Security
         Certificate canceled, will be executed by the Company and delivered to
         the Trustee for authentication and delivery in accordance with the
         Indenture and this resolution. On issuance of such Debentures,
         Debentures with an equivalent aggregate principal amount that were
         presented by the Property Trustee to the Trustee will be deemed to have
         been canceled.

         11. TRANSFERABILITY. Prior to a distribution of the Debentures to the
holders of Trust Securities pursuant to the Declaration, the Debentures may not
be transferred by the Trust without the Company's prior consent.

         12. DENOMINATION. The Debentures shall be issuable in denominations of
$1,000 and any integral multiple thereof.

         13. RANKING; SUBORDINATION. The Debentures will be unsecured and will
be issued subject to the provisions of Article XIII of the Indenture. The
Debentures will rank pari passu with all other series of Securities issued
pursuant to the Indenture.

         14. FORM OF AMENDED AND RESTATED DECLARATION OF TRUST AND GUARANTEE
AGREEMENT. Pursuant to Section 3.1(18) of the Indenture, the form of Declaration
and Preferred Securities Guarantee Agreement relating to the Debentures and the
Trust Securities shall be in the forms attached hereto as Annexes B and C,
respectively.



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                                                                         ANNEX A

                           [FORM OF FACE OF DEBENTURE]

         [If the Debenture is a Global Security insert the following:

         This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depository or a
nominee of a Depository. This Security is exchangeable for the Securities
registered in the name of a person other than the Depository or its nominee only
in the limited circumstances described in the Indenture and may not be
transferred except as a whole by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
Depository.

         Unless this Debenture is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange or payment, and any Debenture
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of DTC (and any payment hereon is made to Cede &
Co. or to such other entity as its requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.]

                          AMERICAN GENERAL CORPORATION
                      8 1/2% JUNIOR SUBORDINATED DEBENTURE
                                    DUE 2030
No. ___                                                               REGISTERED
                                                                      $_________

         American General Corporation, a Texas corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to ____________________, the
principal sum of _____________________ Dollars ($___________) on July 1, 2030
unless redeemed prior thereto in accordance with the provisions hereof, and to
pay interest on such principal sum from and including June 27, 2000, or from and
including the most recent interest payment date (each such date, an "Interest
Payment Date") to which interest has been paid or duly provided for,
semi-annually (subject to deferral as set forth herein) in arrears on January 1
and July 1 of each year commencing January 1, 2001, at the rate of 8 1/2% per
annum until the principal hereof shall have become due and payable, and on any
overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of twelve
30-day months, and for any period shorter than a full semi-annual period on the
basis of the actual number of days elapsed in such 180-day period. In the event
that any date on which interest is payable on this Debenture is not a Business
Day, then payment of interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay), except that, if such Business Day is in the next



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succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the person in whose name this Debenture is registered at the close of
business on the regular record date for such interest installment, which shall
be the [close of business on the Business Day next preceding such Interest
Payment Date]/ [fifteenth day of the last month of the semi-annual interest
period]. Notwithstanding the foregoing, any interest that is payable on the
Maturity shall be payable to the Person to whom principal payable at the
Maturity shall be payable. Any such interest installment not punctually paid or
duly provided for shall forthwith cease to be payable to the registered Holders
on such regular record date and may be paid to the Person in whose name this
Debenture (or one or more Predecessor Security) is registered at the close of
business on a special record date to be fixed in accordance with the provisions
of Section 3.7 of the Indenture or may be paid in any other manner lawfully
permitted by the Indenture. The principal of and the interest on this Debenture
shall be payable at the office or agency of the Trustee maintained for that
purpose in any coin or currency of the United States of America that at the time
of payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the registered Holder at such address as shall appear in the
Securities Register or, subject to the provisions of the Indenture, by a
transfer of funds to an account designated in the Securities Register.
Notwithstanding the foregoing, so long as the Holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this Debenture
will be made by wire transfer in immediately available funds at such place and
to such account as may be designated by the Property Trustee. Payment of
principal of the Debentures will only be made upon surrender of the Debentures
to the Trustee or Paying Agent.

         The indebtedness evidenced by this Debenture is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness, and this Debenture is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each Holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

         This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been manually signed by or on
behalf of the Trustee.

         The provisions of this Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.



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<PAGE>   10

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:                                           AMERICAN GENERAL CORPORATION
      ------------------------------



                                                 By:
                                                    ----------------------------



Attest:


By:
   ---------------------------------



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Debentures referred to in the within-mentioned
Indenture.

                                                  BANKERS TRUST COMPANY



                                                  By:
                                                     ---------------------------
                                                         Authorized Signatory



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<PAGE>   11

                             [FORM OF REVERSE SIDE]

         This Debenture is one of a duly authorized series of Debentures of the
Company (herein sometimes referred to as the "Debentures"), specified in and all
issued or to be issued in one or more series under and pursuant to an Indenture,
dated as of November 15, 1997, executed and delivered between the Company and
Bankers Trust Company (as supplemented or amended from time to time, the
"Indenture" which, for the purposes hereof, shall be deemed to include the Board
Resolution dated June 22, 2000 establishing the terms of the Debentures in
accordance with the Indenture), to which Indenture reference is hereby made for
a description of the rights, limitations or rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Debentures, and to all of which provisions the Holder of this Debenture by
acceptance hereof, assents and agrees. By the terms of the Indenture, the
Debentures are issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the Indenture. This series
of Debentures is initially limited in aggregate principal amount to $309,
279,000 except as specified in the Indenture, provided that the Company may from
time to time by Board Resolution authorize the issuance of additional
Debentures, which shall for all purposes under the Indenture be deemed to
constitute part of the same series of Securities.

         The Debentures may be redeemed by the Company before their Maturity
Date (i) in whole but not in part within 90 days following the occurrence of a
Tax Event or an Investment Company Event (each, as defined in the Indenture, a
"Special Event"), or (ii) in whole or in part on one or more occasions at any
time, in each case at a redemption price equal to the greater of (1) 100% of the
principal amount of the Debentures to be redeemed or (2) the sum, as determined
by the Quotation Agent (as defined in the Indenture), of the present values of
the principal amount of the Debentures to be redeemed and the remaining
scheduled payments of interest thereon from the redemption date to July 1, 2030
(the "Remaining Life"), discounted from their respective scheduled payment dates
to the redemption date on a semi-annual basis (assuming a 360-day year
consisting of 30-day months) at the Adjusted Treasury Rate, plus in each case
accrued and unpaid interest thereon to the date of redemption. "Adjusted
Treasury Rate" means (a) with respect to a redemption of Debentures in whole but
not in part effected within 90 days following the occurrence of a Special Event,
the Treasury Rate (as defined in the Indenture) plus .50%, or (b) in the case of
any other redemption of Debentures, the Treasury Rate plus .25%. Any such
redemption shall be made upon no less than 30 days nor more than 60 days written
notice to the Holders of the Debentures.

         Unless the Company defaults in the payment of the redemption price, on
and after the date of redemption, interest shall cease to accrue on the
Debentures or portions thereof called for redemption. If the Debentures are only
partially redeemed by the Company, the Debentures will be redeemed by such
method as the Trustee shall deem fair and appropriate. In the event of
redemption of this Debenture in part only, a new Debenture or Debentures of this
series (for the unredeemed portion hereof) will be issued in the name of the
Holder hereof upon the cancellation hereof.

         The Indenture contains provisions that, if no Event of Default with
respect to the Debentures shall have occurred and be continuing, permit the
Company at any time, and from time to time, during the term of the Debentures,
to extend the interest payment period of the Debentures for up to 10 consecutive
semi-annual periods not to extend beyond the Maturity of the Debentures (an
"Extension Period"), at the end of which period the Company shall pay all
interest then accrued and unpaid (together with interest thereon at the rate
specified for the Debentures to the extent that payment of such interest is
enforceable under applicable law). At the termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
additional



                                      -11-
<PAGE>   12

amounts then due, and if no Event of Default with respect to the Debentures
shall have occurred and be continuing, the Company may commence a new Extension
Period.

          In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions and limitations provided
in the Indenture.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Debentures of each series affected at the time
outstanding, as defined in the Indenture, and subject to certain limitations, to
execute supplemental indentures for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Debentures. The Indenture also contains provisions permitting the
Holders of a majority in aggregate principal amount of the Debentures of any
series at any time outstanding, on behalf of all of the Holders of the
Debentures of such series, to waive any past default with respect to such
series, and its consequences, except a default in the payment of the principal
of or interest on the Debentures or a default in respect of a covenant or
provision of the Indenture or the Debentures of such series which cannot be
modified or amended without the consent of each Holder of Debentures of such
series affected. Any such consent or waiver by the Holder of this Debenture
shall be conclusive and binding upon such Holder and upon all future Holders and
owners of this Debenture and of any Debentures issued in exchange herefor or in
place hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this
Debenture.

         No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Debenture at the time, place and rate and in the coin or currency herein
prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered Holder hereof on the
Securities Register of the Company, upon surrender of this Debenture for
registration of transfer at the Corporate Trust Office of the Trustee duly
endorsed by or accompanied by a written instrument of transfer in form
satisfactory to the Company duly executed by the Holder hereof or its attorney
duly authorized in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal amount and series
will be issued to the designated transferee or transferees. No service charge
will be made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

         Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and any Registrar may deem
and treat the registered holder hereof as the absolute owner hereof (whether or
not this Debenture shall be overdue and notwithstanding any notice of ownership
or writing hereon made by anyone other than the Registrar) for the purpose of
receiving payment of or on account of the principal hereof and interest due
hereon and for all other



                                      -12-
<PAGE>   13

purposes, and neither the Company nor the Trustee nor any paying agent nor any
Registrar shall be affected by any notice to the contrary.

         No recourse shall be had for the payment of the principal of or the
interest on this Debenture or any obligation of the Company under this Debenture
or the Indenture or for any claim based hereon or thereon, against any
incorporator, stockholder, officer, director or employee, past, present or
future, as such, of the Company or of any predecessor or successor corporation,
all such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and released.

         As provided in the Indenture and subject to certain limitations herein
and therein set forth, Debentures of this series so issued are exchangeable for
a like aggregate principal amount of Debentures of this series of a different
authorized denomination, as requested by the Holder surrendering the same.

         All terms used in this Debenture that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         The Company and the Holder agree (i) that for United Stated federal,
state and local tax purposes it is intended that the Debenture constitute
indebtedness and (ii) to file all United States federal, state and local tax
returns and reports on such basis (unless the Company or the Holder, as the case
may be, shall have received an opinion of independent nationally recognized tax
counsel to the effect that as a result of a change in law after the date of the
issuance of the Debenture the Company or the Holder, as the case may be, is
prohibited from filing on such basis).

         The Indenture and this Debenture shall be governed by and construed in
accordance with the laws of the State of New York without regard to the
conflicts of laws principles thereof.



                                      -13-
<PAGE>   14

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the first
page of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations.

                         UNIF GIFT MIN ACT --
                                                  ------------------------------
                                                               (Cust)


                                    Custodian
                                                  ------------------------------
                                                               (Minor)

                                               Under Uniform Gifts to Minors Act

                                                  ------------------------------
                                                               (State)


TEN COM   --  as tenants in common
TEN ENT   --  as tenants by the entireties
JT TEN    --  as joint tenants with right of survivorship and not as tenants in
              common


       Additional abbreviations may be used though not in the above list.

                        ---------------------------------




                                      -14-
<PAGE>   15

                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
tranfer(s) unto:

--------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

the within Debenture and all rights thereunder, and hereby and irrevocably
constitutes and appoints _______________________________________________________
, attorney to transfer this debenture on the books of the Company, with full
power of substitution.

Date:
     -----------------------------------------------------

Signature:
          ------------------------------------------------
                 (Sign exactly as your name appears on the
                 face of the within Debenture)



                                      -15-