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 James S. D'Agostino, Jr. (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.
<PAGE>









      IN WITNESS WHEREOF, the parties hereto have executed this First Amend-
ment on April 30, 1998.

                             AMERICAN GENERAL CORPORATION


                              By           /S/ ROBERT M. DEVLIN      
                                  Name:    Robert M. Devlin
                                  Title:   Chief Executive Officer


                                    /S/ JAMES S. D'AGOSTINO,JR.     
                                    James S. D'Agostino, Jr.



































                                       2
<PAGE>