Office of the Chairman
                                                        Second-to-Die Policy  

                             SPLIT-DOLLAR AGREEMENT


      THIS SPLIT-DOLLAR AGREEMENT  (this "Agreement") is made and entered into
   effective as of May ___, 1998 (the "Effective Date"), by and among AMERICAN
   GENERAL CORPORATION, a Texas corporation, with  principal offices and place
   of business in  Houston, Texas (hereinafter referred to as  the "Company"),
   __________________________________________________________________________
   _________________________  (herein-after referred  to as  the "Executive"),
   and ______________________________________________________________________ 
    _____________________________________________________         (hereinafter
   referred to as the "Owner"),1/

      WITNESSETH THAT:

      WHEREAS,  the Executive  is  currently employed  by  the Company  or  an
   affiliate of the Company; and

      WHEREAS,  the Personnel  Committee  of the  Board  of Directors  of  the
   Company has heretofore authorized the Company to establish and pay premiums
   under a split-dollar  life insurance arrangement relating to a  life insur-
   ance policy insuring the life of the Executive and providing the Executive-
   's family with a death benefit equal to 200% of the sum of the  Executive's
   base salary and average annual incentive bonus; and

      WHEREAS,  a greater percentage of the sum of the Executive's base salary
   and  average  annual incentive  bonus  can be  provided to  the Executive's
   family  as a  death benefit  if the  premiums the  Company would  have paid
   toward a life insurance policy insuring only the life of the Executive were
   used to pay premiums with  respect to a life insurance policy  insuring the
   life  of  the Executive  and  his  spouse as  of  the  Effective Date  (the
   "Spouse"); and

      WHEREAS, in order to provide his family with greater death benefits, the
   Executive has requested the Company to use  [all][some] of the premiums the
   Company would  have paid toward  such individual life  insurance policy  to
   make premium payments  under a split-dollar arrangement relating to  a life
   insurance policy insuring the life of the Executive and the Spouse; and 

      WHEREAS,    in order  to  retain the  benefits  of the  services  of the
   Executive for the Company and its affiliates, the Company desires to assist
   the Executive in providing  life insurance protection  for the  Executive's
   family under a  policy of life  insurance (hereinafter referred  to as  the
   "Policy")  insuring the life of the  Executive and the Spouse, which Policy
   is described in Exhibit A attached hereto and by this reference made a part

                                              
         1/  If the Executive will be the owner of the policy (as opposed to an
    insurance trust or other entity), then the Executive's name should be
    inserted in each of the blank spaces provided for the name of the Owner.
    If the space provided for the name of the Owner is not completed, then 
    the Executive shall be deemed to be the Owner.
<PAGE>






   hereof,  and which  is  being  issued by  American General  Life  Insurance
   Company (hereinafter referred to as the "Insurer"); and

      WHEREAS, the Company  is willing to pay  all of the premiums  due on the
   Policy as an additional employment benefit for  the Executive, on the terms
   and conditions hereinafter set forth; and

      WHEREAS, the Owner will  be the owner of the  Policy and, as such,  will
   possess all incidents of ownership in and to the Policy; and

      WHEREAS,  the Company wishes to have the Policy collaterally assigned to
   it  by the Owner in  order to secure the repayment of  the amounts which it
   will pay toward the premiums on the Policy;

      NOW,  THEREFORE,  in consideration  of the  premises  and of  the mutual
   promises contained herein, the parties hereto agree as follows:

      1.    Defined Terms.    The  terms  "Agreement,"  "Company,"  "Effective
   Date," "Executive,"  "Insurer," "Owner," "Policy," and  "Spouse" shall have
   the meanings  assigned to  such terms in  the preceding provisions  of this
   Agreement.  Where the following words and terms are used in this Agreement,
   they shall have the respective meanings set forth below, unless the context
   clearly indicates to the contrary:

            (a)   Affiliate:   The term "Affiliate" shall have the meaning set
      forth  in  Rule 12b-2  promulgated under  Section  12 of  the Securities
      Exchange Act of 1934, as amended from time to time.

            (b)   Anniversary Date:  Each  annual anniversary of the Effective
      Date;  provided, however, that for purposes of Paragraph 1(d) below, the
      Effective Date shall also be considered an Anniversary Date.

            (c)   Average Annual Bonus:  As of any date for  which the Benefit
      Amount must be  determined pursuant to the terms  of this Agreement that
      occurs (1)  during the period beginning on the Effective Date and ending
      on the first Anniversary Date, an amount equal to the most recent annual
      incentive  bonus paid  in cash by  the Company  (or an  Affiliate of the
      Company)  to the Executive  on or before the  Effective Date, (2) during
      the period beginning on the day immediately following the first Anniver-
      sary Date and ending on the second Anniversary Date, an  amount equal to
      the average of the two most recent annual incentive bonuses paid in cash
      by the Company (or  an Affiliate of the Company) to the  Executive on or
      before  the first Anniversary Date, and (3) after the second Anniversary
      Date, an  amount equal to  the average of  the three most  recent annual
      incentive bonuses  paid in cash by  the Company (or an  Affiliate of the
      Company)  to  the  Executive on  or  before  the  Anniversary Date  next
      preceding such date for which the Benefit Amount is determined. 

            (d)   Base  Salary:  As  of any date for  which the Benefit Amount
      must be determined pursuant to the terms of this Agreement, the Executi-
      ve's annual  base salary from the Company or an Affiliate of the Company
      at the rate in effect on the Anniversary Date next preceding such date.


                                        -2-
<PAGE>






            (e)   Benefit Amount:  As  of any given  date, an amount equal  to
      _____% of  the sum  of the  Executive's Base Salary  and Average  Annual
      Bonus  as of such date.  Notwithstanding  the foregoing or any provision
      in  this Agreement  to the  contrary, the  Benefit Amount  shall not  be
      increased at  any  time after  the  Effective Date  to the  extent  such
      increase  is subject  to the  medical  underwriting requirements  of the
      Insurer and  the Insurer  refuses to  increase  the face  amount of  the
      Policy based upon  the health or medical  condition of the  Executive or
      the Spouse. 

            (f)   Change  in Control:  The term "Change in Control" shall have
      the  meaning assigned to such  term in the  Employment Agreement between
      the Company  and the Executive that  is in effect on  the Effective Date
      (or any successor agreement thereto).

            (g)   Claimant:    The  term  "Claimant" shall  have  the  meaning
      assigned to such term in Paragraph 10 hereof.

            (h)   Measurement  Date:  The earlier  of (1) the  date upon which
      the Executive's  employment with the  Company terminates for  any reason
      whatsoever (including, without limitation, termination of  employment by
      reason of the death or retirement of the Executive), (2) the date of the
      death  of the  Spouse, (3)  the  date upon  which the  Executive becomes
      entitled  to receive  long-term  disability benefits  under a  long-term
      disability  plan  maintained  by the  Company  or  an  Affiliate of  the
      Company, or  (4) the effective date of the termination of this Agreement
      pursuant to Paragraph 8 hereof.

            (i)   Normal Retirement  Date:  The term  "Normal Retirement Date"
      shall  have  the  meaning assigned  to  such  term  in the  Supplemental
      Executive  Retirement Agreement  between the  Company and  the Executive
      that is in effect on the Effective Date.

            (j)   Premium  Payment Period:  A period of 10 years commencing on
      the Effective Date.

            (k)   Relevant  Assumptions:    As  of  any  given  date,  (1) the
      Company's assumption  as of such  date with respect  to the rate  of in-
      crease, if  any, in the Benefit Amount from such date to the Executive's
      Normal Retirement Date  (or, if the  Executive continues his  employment
      with the Company beyond  the Executive's Normal Retirement Date,  to the
      Executive's projected  date  of retirement  from  the Company)  and  (2)
      current  mortality rates  and  charges, crediting  rates, expenses,  and
      other  relevant  matters  applicable to  the  Policy  as  of such  date.
      Notwithstanding the  foregoing,  the assumed  rate  of increase  in  the
      Benefit Amount shall be 0% from and after the Measurement Date.

      2.     Acquisition  and Ownership  of  Policy;  Limitations  on  Owner's
   Rights in Policy.  
            (a)   The Owner  shall contemporaneously purchase the  Policy from
   the Insurer  in  the  initial total  face  amount specified  in  Exhibit  A
   attached  hereto.   The  parties  hereto  agree that  they  shall take  all
   reasonable action necessary  to cause the Insurer to  issue the Policy, and

                                        -3-
<PAGE>






   shall take any  further reasonable action which  may be necessary to  cause
   the Policy  to conform to  the provisions of  this Agreement.   The parties
   hereto agree that the Policy  shall be subject to the terms  and conditions
   of this Agreement  and of the collateral assignment  filed with the Insurer
   relating to the Policy.

            (b)   The Policy names the Owner, and the Owner shall be, the sole
   and absolute owner of the Policy.  The Owner shall not exercise  any of the
   ownership rights  granted to the owner  of the Policy by  the terms thereof
   except with the express  written consent of the Company.   Without limiting
   the scope  of the foregoing,  the Owner  shall not sell,  assign, transfer,
   borrow  against or withdraw  from the cash  surrender value  of the Policy,
   change the  beneficiary designation  provision of  the Policy,  change  the
   elected death benefit option provisions of the Policy, decrease or increase
   the face amount of insurance,  surrender or cancel the Policy, or  take any
   other  action with  respect to the  Policy without,  in any  such case, the
   express written consent of the Company.

            (c)   Notwithstanding the provisions of Paragraph  2(b) above, the
   Owner shall have the right to take any of the following actions without the
   express  written consent of  the Company, provided that  the Owner provides
   the  Company with  15 days  prior written  notice of  any such  action: (1)
   designate  the beneficiary or  beneficiaries to receive the  portion of the
   proceeds payable under  the Policy specified in Paragraph 7(b)  hereof; (2)
   elect the settlement option  with respect to  such proceeds from among  the
   settlement  options available under the Policy; and (3) change such benefi-
   ciary designation and settlement option from time to time.

      3.    Collateral Assignment; Limitation on Company's Rights in Policy.

            (a)   To secure the repayment to the  Company of the amount of the
   premiums on  the Policy  paid  by the  Company  hereunder, the  Owner  has,
   contemporaneously herewith, assigned the Policy to the Company as collater-
   al  under a separate  assignment instrument.  The  collateral assignment of
   the Policy  to the Company shall  not be terminated, altered  or amended by
   the Owner, without the express written consent of the Company.  The parties
   hereto agree to take all  action necessary to cause such collateral assign-
   ment to conform  to the provisions of this Agreement  and to be accepted by
   the Insurer.   Without limiting the  scope of  the preceding provisions  of
   this  Paragraph 3, the parties hereto agree  that the Company shall have an
   interest in  the cash  surrender  value and  the death  benefits under  the
   Policy to secure  the amounts due to the  Company hereunder, which interest
   shall in  no event be less  than the aggregate  premium payments made  with
   respect to the Policy by the Company pursuant to Paragraph 5 below.

            (b)     The Company shall not at any time prior to the termination
   of this Agreement  (1) take any action that would  cause the death benefits
   under the Policy that would be available for distribution to the beneficia-
   ry  or beneficiaries designated by the Owner  as provided herein to be less
   than the  Benefit Amount (determined as  of the earlier of  the Measurement
   Date  or the date such  action was taken  by the Company) and  (2) from and
   after the  date upon which a  Change in Control occurs,  borrow against the
   Policy, pledge  the Policy  as collateral for  a loan, withdraw  any amount

                                        -4-
<PAGE>






   from  the Policy or otherwise access any  funds held under the Policy until
   such  time as the beneficiary or beneficiaries designated by the Owner have
   received  all  of the  Policy  death benefits  to  which they  are entitled
   pursuant to the provisions of this Agreement.

      4.    Adjustments  to Policy Face Amount.  On each Anniversary Date that
   occurs  prior to the  Measurement Date, the parties  hereto shall cause the
   total face amount of the Policy to be adjusted to the extent  necessary, if
   any, so that such face amount is equal to the Benefit Amount (which Benefit
   Amount  shall  be  determined  as of  the  day  immediately following  such
   Anniversary  Date); provided,  however, that  if any such  adjustment would
   require a reduction in the face amount of the Policy, then the Company may,
   in  its sole  discretion,  determine that  no such  adjustment to  the face
   amount of the  Policy shall be made for such Anniversary Date.  The parties
   hereto agree that they shall  take all reasonable action necessary to cause
   the  Insurer to  adjust the face  amount of the  Policy as  provided in the
   preceding  sentence.  Without limiting the scope  of the foregoing, (a) the
   Executive, the Spouse  and the Owner shall furnish any  and all information
   requested by the Company or the Insurer to facilitate  an adjustment to the
   face amount of the  Policy and (b) the Executive and  the Spouse shall take
   such physical examinations as the Insurer may deem necessary.

      5.    Payment of Premiums.

            (a)   On  the Effective  Date and  on or  before  each Anniversary
   Date,  the Company  shall  pay to  the  Insurer, as  premium  payments with
   respect to the Policy, the amount, if any, determined by the Company in its
   sole discretion; provided, however, that:

                  (1)   on  the Effective  Date and  on each  Anniversary Date
      that occurs during the Premium Payment  Period and prior to the termina-
      tion  of this  Agreement,  the Company  shall  make substantially  level
      premium payments with respect to the Policy based upon a premium payment
      policy established by the Company that  is designed to  (i) maintain the
      Policy in a manner sufficient to  provide the level of death benefits to
      the  Owner s beneficiary  or  beneficiaries pursuant  to Paragraph  7(b)
      hereof in  the event of the  death of both the Executive  and the Spouse
      prior to  the  end of  the Premium  Payment Period  and (ii)  accumulate
      sufficient  funds under the Policy  (based upon the  assumption that the
      Executive will retire as  of the Executive's Normal Retirement  Date) so
      that as of the end of the Premium Payment Period the Policy is projected
      to  have sufficient  funds  to (A)  at all  times  thereafter provide  a
      minimum death benefit in  an amount equal to the Benefit  Amount without
      any further premium payments and (B) permit the Owner  to terminate this
      Agreement  as of the  fifteenth Anniversary  Date and  use accumulations
      under the Policy to obtain  the release of the collateral  assignment of
      the Policy to the Company; and

                  (2)   on each Anniversary Date that occurs  after the end of
      the Premium  Payment Period and prior to  the termination of this Agree-
      ment, the  Company shall  make a  premium  payment with  respect to  the
      Policy in  at least the amount  required so that as  of such Anniversary
      Date the  Policy is  projected to  have sufficient funds  to (i)  at all

                                        -5-
<PAGE>






      times thereafter provide  a minimum death benefit in  an amount equal to
      the  Benefit Amount without any further premium payments and (ii) permit
      the  Owner to terminate this  Agreement as of  the fifteenth Anniversary
      Date and use accumulations under the Policy to obtain the release of the
      collateral assignment of the Policy to the Company.  

   The amount of each premium payment required pursuant to clauses (1) and (2)
   of the preceding sentence shall  be determined based upon (i) the  Relevant
   Assumptions in effect as of the date such premium payment is required to be
   paid  by  the  Company pursuant  to this  Paragraph  5(a) and  (ii)  if the
   Measurement Date  has not occurred  as of  such premium  payment date,  the
   Company's estimate  of the date upon which the  Measurement Date will occur
   (which date shall be estimated to be no earlier than the Executive's Normal
   Retirement  Date).  The Owner and  the Executive acknowledge and agree that
   (A) the  Company is agreeing to  make premium payments with  respect to the
   Policy as described above based  upon the Relevant Assumptions and  for the
   period of time set forth  in this Agreement, (B) the actual crediting rates
   under  the Policy and the charges and expenses incurred with respect to the
   Policy may  deviate from the rates, charges and expenses utilized from time
   to  time under the  Relevant Assumptions, and (C)  accordingly, the Company
   makes  no guarantee that the Policy will, in fact, have sufficient funds to
   provide a minimum death benefit in an amount equal to the Benefit Amount at
   all  times  after the  termination  of this  Agreement without  any further
   premium  payments.  The Company shall promptly notify the Owner of the date
   and the amount of each premium  payment made by the Company with respect to
   the Policy and, promptly upon  receipt, the Owner shall furnish the Company
   with a copy of  the annual report for the Policy received by the Owner from
   the Insurer.

            (b)   Upon  the occurrence  of a  Change in  Control, the  Company
   shall promptly pay into a rabbi  trust a single lump sum cash payment in an
   amount equal to the  projected amount of premium payments  that the Company
   would  be required to make with respect to the Policy pursuant to Paragraph
   5(a)  hereof during the longer of (1)  the remaining portion of the Premium
   Payment  Period and (2) the  36 month period beginning  on the date of such
   Change in Control.  For purposes of this Paragraph  5(b), the longer of the
   periods referred to in clauses (1) and (2) of  the preceding sentence shall
   be referred to as  the "Rabbi Trust Period."  Pursuant  to the terms of the
   rabbi trust,  on each Anniversary Date  that occurs during the  Rabbi Trust
   Period, the  trustee of  the rabbi  trust  shall pay  to the  Insurer as  a
   premium  with respect  to the  Policy  an amount  equal to  (i)  the amount
   initially deposited in the rabbi  trust by the Company divided by  (ii) the
   number of Anniversary Dates that will  occur during the Rabbi Trust Period.
   After the trustee has made  such a premium payment on each Anniversary Date
   that occurs during the Rabbi Trust Period, the rabbi trust  shall terminate
   and any  remaining  funds held  by the  trustee shall  be  returned to  the
   Company.  Notwithstanding the foregoing, the Company shall remain obligated
   to  make all premium  payments required pursuant to  Paragraph 5(a) hereof;
   provided, however, that the Company shall be relieved of such obligation to
   the extent of the amount of each premium payment made by the trustee of the
   rabbi  trust with respect to the Policy.  All costs and expenses associated
   with the establishment and maintenance of the rabbi trust  shall be paid by
   the Company.   

                                        -6-
<PAGE>






            (c)   Neither the  Executive, the Spouse nor the  Owner shall have
   any obligation to pay any premiums with respect  to the Policy prior to the
   termination of this Agreement.  The Company shall have no obligation to pay
   any  premiums with respect to the Policy  from and after the termination of
   this Agreement pursuant to Paragraph 8 below.

      6.    Provision  of  Information.   On  or  before  January 31  of  each
   calendar year, the  Company shall furnish  to the Executive a  statement of
   the amount of income, if  any, reportable by the Executive for  federal and
   state income  tax purposes for the  preceding calendar year as  a result of
   the existence and  maintenance of the Policy.  The  Owner and the Executive
   shall promptly furnish  the Company with (a)  copies of any information  or
   notices  provided by  the Insurer  from time  to time  with respect  to the
   Policy and (b) any other material or information relating to the Policy and
   reasonably requested by the Company  from time to time.  Upon  request, the
   Company shall promptly furnish to  the Owner evidence of timely  payment of
   any  amount required  to be  paid by  the Company  pursuant to  Paragraph 5
   hereof. 

      7.    Collection and Distribution of Death Proceeds.

            (a)   Upon the death of the second to die of the Executive and the
   Spouse prior to  the termination of this  Agreement during the lifetime  of
   the Executive or the Spouse, the Company and the Owner shall cooperate with
   the beneficiary or  beneficiaries designated by the Owner to  take whatever
   action is necessary to collect the death benefit provided under the Policy.
   When  such benefit has  been collected  and paid  as provided  herein, this
   Agreement shall thereupon terminate.

            (b)   Upon the death of the second to die of the Executive and the
   Spouse prior  to the termination of  this Agreement during  the lifetime of
   the Executive or the Spouse, the beneficiary or beneficiaries designated by
   the  Owner pursuant to Paragraph 2(c) hereof shall be entitled to receive a
   portion of the death benefits provided under the Policy  in an amount equal
   to the Benefit  Amount determined as of the Measurement  Date.  This amount
   shall be paid under the settlement option elected by the Owner.

            (c)   Upon the death of the second to die of the Executive and the
   Spouse prior  to the termination of  this Agreement during the  lifetime of
   the Executive or  the Spouse, the Company shall have  the unqualified right
   to receive any and all  of the death benefits provided under  the Policy in
   excess  of the  amount  payable pursuant  to  Paragraph 7(b)  above  to the
   beneficiary or beneficiaries designated by the Owner.  This amount shall be
   paid to the Company in a single lump sum cash payment.

            (d)   The  parties  hereto agree  that,  upon the  request  of the
   Company,  the beneficiary designation provision of the Policy shall conform
   to the provisions hereof.

      8.    Termination of Agreement.

            (a)   This  Agreement may be terminated  by the Owner  at any time
   during the lifetime of the  Executive or the Spouse and after the fifteenth

                                        -7-
<PAGE>






   Anniversary Date  upon written  notice to the  Company and  payment to  the
   Company by  the Owner at the time of such notice  of a single lump sum cash
   payment in  an amount equal to  the aggregate premium payments  made by the
   Company pursuant  to  Paragraph 5  hereof on  or before  the  date of  such
   termination, less any withdrawals from  the Policy by the Company  prior to
   the date of  such termination and  any indebtedness  secured by the  Policy
   which was incurred by the Company and remains outstanding as of the date of
   such termination, including  any unpaid accrued interest  on such indebted-
   ness.  Upon receipt of such amount, the Company shall release the collater-
   al assignment of the Policy by the execution and delivery of an appropriate
   instrument of release. 

            (b)   This  Agreement may be terminated by the Company at any time
   during the lifetime of the Executive  or the Spouse and after the later  of
   (i) the date upon which  the Executive's employment with the Company termi-
   nates,  (ii) the Executive's Normal Retirement Date and (iii) the fifteenth
   Anniversary Date.  The Company shall provide the Owner and, if then living,
   the Executive with 30 days' prior written notice of any such termination of
   this  Agreement by  the Company.   If this  Agreement is  terminated by the
   Company as  provided in the  preceding provisions of  this Paragraph  8(b),
   then  for  60 days  after the  effective  date of  the termination  of this
   Agreement, the Owner shall have the option of obtaining  the release of the
   collateral  assignment  of  the Policy  to  the Company.    To  obtain such
   release,  the Owner  shall repay  to the  Company the  total amount  of the
   premium payments made  by the Company hereunder, less any  withdrawals from
   the Policy by  the Company prior to  the date of  such termination and  any
   indebtedness secured by the  Policy which was incurred  by the Company  and
   remains  outstanding  as of  the  date of  such termination,  including any
   unpaid accrued interest on such indebtedness.  Upon receipt of such amount,
   the Company shall  release the collateral  assignment of the Policy  by the
   execution and  delivery of  an appropriate instrument  of release.   If the
   Owner fails  to exercise such  option within such  60 day  period, then the
   interest of the Owner in the  Policy shall automatically be transferred  to
   the Company and the Owner shall execute any document or documents requested
   by the Company or the  Insurer to effect such transfer.  Alternatively, the
   Company may enforce its right to be repaid the amount due it hereunder from
   the cash surrender  value of the Policy under  the collateral assignment of
   the Policy;  provided that  in the  event the cash  surrender value  of the
   Policy exceeds the amount due the Company, such excess shall be paid to the
   Owner.   Thereafter, neither the  Owner nor any  person claiming  under the
   Owner shall  have any further interest  in and to the  Policy, either under
   the terms thereof or under this Agreement.

      9.    Insurer Not a  Party.  Subject to the terms  and conditions of the
   Policy,  the Insurer shall  be fully discharged from  its obligations under
   the Policy  by payment of the  Policy death benefit  to the beneficiary  or
   beneficiaries named  in the Policy  and upon the  performance of its  other
   obligations in accordance with  the terms of the Policy.  In no event shall
   the Insurer be considered a party to this Agreement, or any modification or
   amendment hereof.  No provision of this Agreement, nor  of any modification
   or amendment hereof, shall in any way be construed as enlarging,  changing,
   varying, or  in any other way  affecting the obligations of  the Insurer as
   expressly provided in the Policy.

                                        -8-
<PAGE>






      10.   Named Fiduciary,  Determination of Benefits, Claims  Procedure and
   Administration.

            (a)   Named Fiduciary.   The Company is  hereby designated as  the
   named  fiduciary  under this  Agreement.   The  named fiduciary  shall have
   authority  to control and  manage the operation and  administration of this
   Agreement, and it shall be responsible for establishing and carrying out  a
   premium  payment policy and  method consistent with the  objectives of this
   Agreement.

            (b)   (1)   Claim.  A person who believes that he or  she is being
      denied  a benefit to  which he or  she is entitled  under this Agreement
      (hereinafter referred to as a "Claimant") may file a written request for
      such benefit  with the  Company, setting  forth his or  her claim.   The
      request must  be addressed to the Company at its then principal place of
      business.

                  (2)   Claim Decision.  Upon receipt of a  claim, the Company
      shall advise  the Claimant  that a reply  will be forthcoming  within 90
      days and  shall, in fact,  deliver such reply  within such period.   The
      Company may, however, extend the reply period  for an additional 90 days
      for reasonable cause.

                        If  the claim  is  denied in  whole  or in  part,  the
      Company shall adopt a  written opinion, using language calculated  to be
      understood  by the Claimant, setting  forth: (i) the  specific reason or
      reasons  for  such  denial;  (ii) the  specific  reference  to pertinent
      provisions  of this  Agreement on which  such denial  is based;  (iii) a
      description of  any additional material or information necessary for the
      Claimant  to  perfect his  or  her  claim and  an  explanation why  such
      material or such information  is necessary; (iv) appropriate information
      as  to the steps to be taken if  the Claimant wishes to submit the claim
      for  review; and  (v)  the time  limits  for requesting  a review  under
      subsection (3) and for review under subsection (4) hereof.

                  (3)   Request for Review.  Within 60 days  after the receipt
      by the Claimant of the written opinion described above, the Claimant may
      request  in writing  that the  Company review  its determination.   Such
      request must be addressed to the Company, at its then principal place of
      business.  The  Claimant or  his or her  duly authorized  representative
      may, but need  not, review the pertinent documents and submit issues and
      comments in writing  for consideration by the Company.   If the Claimant
      does not request a review of the  Company's determination within such 60
      day period, he or she shall  be barred and estopped from challenging the
      Company's determination.

                  (4)   Review of Decision.  Within 60 days after the Company-
      's receipt  of a request for  review, it will review  the determination.
      After considering all materials  presented by the Claimant,  the Company
      will  render a  written opinion, written  in a  manner calculated  to be
      understood by the Claimant,  setting forth the specific reasons  for the
      decision and containing specific  references to the pertinent provisions
      of this  Agreement on which the  decision is based.   If special circum-

                                        -9-
<PAGE>






      stances  require that the  60 day time  period be extended,  the Company
      will so  notify the  Claimant and  will render the  decision as  soon as
      possible, but  no later than 120  days after receipt of  the request for
      review.

      11.    Arbitration.  

            (a)   Upon  completion  of  the   claims  procedure  described  in
   Paragraph  10(b) hereof  (if applicable),  all claims,  demands, causes  of
   action, disputes, controversies, and other matters in questions arising out
   of or relating to this Agreement, any provision  hereof, the alleged breach
   thereof,  or in any  way relating  to the subject matter  of this Agreement
   involving the parties hereto  and/or their respective representatives, even
   though  some or  all  of  such claims  allegedly are  extra-contractual  in
   nature, whether such  claims sound in contract, tort,  or otherwise, at law
   or in  equity, under state or  federal law, whether provided  by statute or
   the  common law,  for damages  or any  other relief,  shall be  resolved by
   binding arbitration pursuant to the  Federal Arbitration Act in  accordance
   with  the Employment  Dispute  Resolution  Rules then  in effect  with  the
   American  Arbitration Association.    The arbitration  proceeding  shall be
   conducted in Houston, Texas.  This agreement to arbitrate shall be enforce-
   able in either federal or state court.

            (b)   The  enforcement  of this  agreement  to  arbitrate and  all
   procedural aspects  of  this  agreement  to arbitrate,  including  but  not
   limited  to,  the construction  and  interpretation  of  this agreement  to
   arbitrate,  the issues  subject to  arbitration (i.e.,  arbitrability), the
   scope of the arbitrable issues, allegations of waiver, delay or defenses to
   arbitrability, and  the rules  governing  the conduct  of the  arbitration,
   shall be  governed by and construed pursuant to the Federal Arbitration Act
   and shall be decided by the arbitrators.  In deciding  the substance of any
   such claims, the arbitrators shall apply  the substantive laws of the State
   of  Texas (excluding Texas choice-of-law principles that might call for the
   application  of some other state s law); provided, however, it is expressly
   agreed  that the  arbitrators  shall  have no  authority to  award  treble,
   exemplary,  or  punitive  damages  under  any circumstances  regardless  of
   whether such damages  may be available under Texas  law, the parties hereby
   waiving  their right,  if any,  to recover  treble, exemplary,  or punitive
   damages in connection with any such claims.  The Company shall  bear all of
   its costs and expenses incurred in connection with the arbitration proceed-
   ing.  If  arbitration is instituted to enforce the  terms of this Agreement
   and the Owner or the Executive, as applicable, prevails on at least one  of
   the issues involved in such arbitration, whether as plaintiff or defendant,
   then, in  addition to the  remedy or  relief obtained  in such  arbitration
   proceeding by the Owner or  the Executive, such party shall be  entitled to
   recover  its or his  expenses incurred in connection  with such arbitration
   proceeding, including, without limitation,  arbitrators and attorneys fees,
   and the arbitrators are authorized to so award such costs and fees.






                                       -10-
<PAGE>






            (c)   The arbitration  may be initiated by any  party by providing
   to the other parties a written notice of arbitration specifying the claims.
   Within 30 days of  the notice of  initiation of the arbitration  procedure,
   (1)  the Owner  and the  Executive, acting  together, shall  denominate one
   arbitrator and (2) the  Company shall denominate one  arbitrator.  The  two
   arbitrators  shall select  a  third arbitrator  failing agreement  on which
   within  60 days of the original notice,  either the Owner, the Executive or
   the Company shall apply to  the Senior Active United States District  Judge
   for the Southern  District of Texas, who shall  appoint a third arbitrator.
   While  the  third arbitrator  shall  be  neutral, the  two  party-appointed
   arbitrators  are not required to be neutral and it shall not be grounds for
   removal  of either of  the two party-appointed arbitrators  or for vacating
   the  arbitrators' award that either of such arbitrators has past or present
   minimal  relationships  with  the  party  that appointed  such  arbitrator.
   Evident  partiality on  the part  of an  arbitrator  exists only  where the
   circumstances  are such  that a  reasonable person  would have  to conclude
   there in fact existed actual  bias. A mere appearance or impression of bias
   will not constitute evident partiality or  otherwise disqualify an arbitra-
   tor.

            (d)   The  three arbitrators  shall by  majority vote  resolve all
   disputes between the parties.  There shall be no  transcript of the hearing
   before the arbitrators.  The arbitrators' decision shall be in writing, but
   shall  be  as brief  as possible.    The arbitrators  shall not  assign the
   reasons  for their decision.  The  arbitrators shall certify in their award
   that they have  faithfully applied the terms and  conditions of this Agree-
   ment and that no part of  their award includes any amount for exemplary  or
   punitive  damages.  All proceedings conducted hereunder and the decision of
   the  arbitrators shall  be  kept  confidential by  the parties,  e.g.,  the
   arbitrators  award shall not be  released to the press or published  in any
   of the various arbitration reporters.   Judgment upon any award rendered in
   any such arbitration  proceeding may  be entered  by any  federal or  state
   court having jurisdiction.

      12.   Amendment.    This  Agreement  may not  be  amended,  altered,  or
   modified,  except by a written instrument  signed by the parties hereto, or
   their respective  successors or assigns.  Notwithstanding  the foregoing or
   any other provision herein to the contrary, the Premium Payment Period, the
   face  amount of  the  Policy, the  amount of  premiums  to be  paid by  the
   Company,  and/or the references in this Agreement to the fifteenth Anniver-
   sary Date may be changed by the Company without the consent of the Owner or
   the Executive to the extent necessary to (a) maintain the Policy as a "life
   insurance contract"  (within the meaning  of Section 7702  of the  Internal
   Revenue  Code  of 1986,  as  amended (the  "Code"), and  the interpretative
   authority promulgated thereunder) and (b)  prevent the Policy from  consti-
   tuting a "modified endowment contract" (within the meaning of Section 7702A
   of  the Code and the interpretative authority promulgated thereunder).  The
   Company  shall  provide the  Owner  and the  Executive with  prompt written
   notice of any such change.

      13.   Binding Effect.  This Agreement shall be binding upon and inure to
   the  benefit of the Company and its  successors and assigns, and the Owner,
   the Executive and their  respective successors,  assigns, heirs, executors,

                                       -11-
<PAGE>






   administrators, and  beneficiaries; provided, however, that  the rights and
   obligations  of  the Owner  and  the Executive  hereunder are  personal and
   neither this Agreement,  nor any right, benefit, or obligation of the Owner
   or  the  Executive hereto,  shall  be subject  to voluntary  or involuntary
   assignment, alienation or  transfer, whether by operation of law  or other-
   wise, without the prior written consent of the Company.

      14.   Notice.   Any notice, consent  or demand required or permitted  to
   be given  under the provisions of  this Agreement shall be  in writing, and
   shall be signed  by the party giving  or making the same.   If such notice,
   consent or demand is mailed to a party  hereto, it shall be sent by  United
   States registered  or certified  mail, postage  prepaid, addressed  to such
   party's last known  address as shown on  the records of  the Company.   The
   date of such mailing shall be deemed the date of notice, consent or demand.

      15.   Employment Relationship.   For all purposes of this Agreement, the
   Executive shall  be considered to  be in the  employment of  the Company as
   long as the Executive remains  an employee of the Company or  any Affiliate
   of the Company.   However, this  Agreement is not an  employment agreement.
   This Agreement  shall not  be construed as  creating an express  or implied
   contract of employment  and does not modify  the nature of  the Executive's
   employment relationship with the Company or its Affiliates, as the case may
   be.   Except as otherwise agreed  in writing between the  Executive and the
   Company or an Affiliate of the Company, the employment relationship between
   the  Executive and  the Company  or  its Affiliates  is at-will,  i.e., the
   employment relationship may be terminated at any time at the will of either
   the Company or the Executive for any reason or no reason at all.

      16.   Taxes and Policy Illustrations.   The Company makes no  guarantees
   and assumes no obligations or responsibilities with respect to the Owner's,
   the  Executive's or the  Spouse's federal, state, or  local income, estate,
   inheritance,  and gift tax  obligations, if any, under  this Agreement, the
   Policy or  the collateral assignment  of the  Policy to the  Company.   The
   Executive and the Owner agree and acknowledge that the Policy illustrations
   provided  prior to the Effective Date and any Policy illustrations that may
   be  provided from time  to time  thereafter by the Company,  the Insurer or
   their  respective agents and representatives are not guaranteed and are not
   a part  of the Policy or  this Agreement.  Such  Policy illustrations shall
   not create any additional obligations or responsibilities  to the Executive
   or the  Owner by the Company,  the Insurer, or their  respective agents and
   representatives.

      17.   Governing  Law.   This Agreement,  and the  rights of  the parties
   hereunder, shall be governed by and  construed in accordance with the  laws
   of the State of Texas.









                                       -12-
<PAGE>






      IN WITNESS WHEREOF, the  parties hereto have executed this  Agreement on
   this the _____  day of ____________,  1998, effective as  of the  Effective
   Date.

                                    AMERICAN GENERAL CORPORATION


                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________

                                                                     "COMPANY"


                                    __________________________________________
                                    ____________________

                                                                   "EXECUTIVE"


                                    __________________________________________
                                    _______________________________________

                                                                       "OWNER"

      The Spouse joins in the execution of this Agreement for the sole purpose
   of evidencing her agreement to the provisions  set forth in Paragraphs 2(a)
   and 4 of this Agreement.

    
                                    __________________________________________
                                    ______________________

                                                                      "SPOUSE"
                                    EXHIBIT A


      The  following life insurance policy  is subject to  the attached Split-
   Dollar Agreement:


   Insurer:             American General Life Insurance Company

   Insureds:            __________________________

   Policy Number:       __________________________

   Face Amount on the 
   Effective Date:      $_________________________

   Effective Date of Policy:  May____, 1998



                                       -13-
<PAGE>






                                                        Office of the Chairman
                                                        Second-to-Die Policy  

                ASSIGNMENT OF LIFE INSURANCE POLICY AS COLLATERAL


      A.    FOR VALUE  RECEIVED,  the undersigned  (hereinafter  the  "Owner")
   hereby assigns,  transfers and sets  over to  American General Corporation,
   with  principal  offices  and  place of  business  in  Houston, Texas,  its
   successors and assigns (hereinafter the "Assignee"), Policy No. __________-
   _______  issued by American General Life Insurance Company (hereinafter the
   "Insurer"), and any supplementary  contracts issued in connection therewith
   (said policy and contracts hereinafter the "Policy"), insuring the lives of
   ________________ ___________  (the "Executive") and  his spouse  as of  the
   date  hereof, and  all  claims,  options,  privileges,  rights,  title  and
   interest  therein and  thereunder  (except as  otherwise  provided herein),
   subject to all  the terms and conditions of the  Policy and to all superior
   liens, if any, which the Insurer may have against the Policy. The Owner, by
   this Assignment, and the Assignee,  by acceptance of the assignment of  the
   Policy to it hereunder, agree to the terms and conditions contained herein.

      B.    This Assignment is made and the Policy is to be held as collateral
   security for  any and all liabilities  and obligations of the  Owner to the
   Assignee,  either now  existing  or  that may  hereafter arise,  under  and
   pursuant to that certain Split-Dollar Agreement by and among the Owner, the
   Assignee, and the Executive, dated  effective as of May ____, 1998 (herein-
   after  the  "Split-Dollar Agreement").    The  liabilities and  obligations
   described  in the  preceding sentence  are hereinafter  referred to  as the
   "Liabilities."

      C.    It is expressly agreed that, without detracting from the generali-
   ty of the  foregoing, the  following specific rights  are included in  this
   Assignment and pass to the Assignee by virtue hereof:

            1.    The  sole right to collect from the Insurer the net proceeds
      of the Policy when it becomes a claim by death or maturity; 

            2.    The  sole right  to  surrender the  Policy  and receive  the
      surrender value  thereof at any time provided by the terms of the Policy
      and at such other times as the Insurer may allow; and

            3.    The sole right to  obtain one or more withdrawals,  loans or
      advances on  the Policy, either from  the Insurer or, at  any time, from
      other persons, and  to pledge or assign the Policy  as security for such
      loans or advances.

      D.    It is expressly agreed that the following specific rights, so long
   as the  Policy has not been  surrendered and to the  extent permitted under
   the Split-Dollar  Agreement, are reserved  by the Owner  and excluded  from
   this Assignment and do not pass by virtue hereof:

            1.    The right to designate and change the beneficiary to receive
      the portion of the proceeds under the Policy specified in Paragraph 7(b)
      of the Split-Dollar Agreement; and
<PAGE>






            2.    The right to elect any optional mode of settlement permitted
      by the Policy or allowed by the Insurer with respect to such proceeds.

   However,  the reservation  of these  rights by  the Owner  shall in  no way
   impair the  right of the  Assignee to surrender  the Policy  nor impair any
   other  right of the  Assignee hereunder.   Further,  any  exercise of these
   rights shall be made  subject to this Assignment  and to the rights  of the
   Assignee hereunder.

      E.    Notwithstanding the  foregoing, the Assignee covenants  and agrees
   with the Owner as follows:

            1.    Any  balance of  sums  received hereunder  from the  Insurer
      remaining after payment of  the then existing Liabilities shall  be paid
      by the Assignee to the  persons entitled thereto under the terms  of the
      Policy, had this Assignment not been executed;

            2.    The  Assignee will not  exercise the right  to surrender the
      Policy,  nor the  right to  make withdrawals  from the Policy  or obtain
      policy loans from  the Insurer, unless and until there  has been default
      in  any  of  the Liabilities  or  the  Split-Dollar  Agreement has  been
      terminated,  pursuant to its terms; in  any event, the Assignee will not
      exercise any  such right  until 15 days  after the  Assignee shall  have
      mailed notice  of intention to exercise such right, by first class mail,
      to the Owner  at the address  last supplied in  writing to the  Assignee
      specifically referring to this Assignment; and

            3.    The Assignee  will, upon request, forward the  Policy to the
      Insurer without  unreasonable delay, for endorsement  of any designation
      or change  of beneficiary or any election of an optional mode of settle-
      ment that has been elected by the Owner.

      F.    The  Insurer  is hereby  authorized  to  recognize the  Assignee's
   claims  to rights hereunder without investigating the reason for any action
   taken by the  Assignee, the validity or the amount  of the Liabilities, the
   existence of any default  therein, termination of  the Split-Dollar  Agree-
   ment,  the giving of any notice hereunder, or the application to be made by
   the Assignee of any amounts to be paid to the Assignee.  The sole signature
   of the  Assignee shall be sufficient  for the exercise of  any rights under
   the Policy  assigned hereby and the  sole receipt of  the Assignee for  any
   sums  received  shall be  a  full  discharge and  release  therefor to  the
   Insurer. Payment for all or any  part of the sums due under  the Policy and
   assigned herein shall be drawn to  the exclusive order of or as directed by
   the  Assignee if,  when, and in  such amounts  as may  be requested  by the
   Assignee.

      G.    The Assignee shall be  under no obligation to  pay any premium  on
   the Policy nor the principal of or interest on any loans or advances on the
   Policy, whether  or not obtained by  the Assignee, or any  other charges on
   the Policy.

      H.    The exercise of any right, option, privilege or power given herein
   to  the Assignee shall  be at  the option of  the Assignee, and  (except as

                                       -15-
<PAGE>






   provided herein) the  Assignee may exercise any such right,  option, privi-
   lege or power  without notice to, or assent by,  or affecting the liability
   of, or releasing any interest hereby assigned by the Owner.

      I.    If applicable,  the Assignee may  take or release  other security,
   may release  any  party primarily  or secondarily  liable  for any  of  the
   Liabilities, may  grant extensions, renewals or indulgences with respect to
   the Liabilities, or may apply the proceeds of the Policy hereby assigned or
   any  amount received on account of the  Policy by the exercise of any right
   permitted under this  Assignment to  the Liabilities in  such order as  the
   Assignee shall determine, without resorting to or regard to other security.

      J.    As applied to the  duties and responsibilities of the  Insurer, in
   the event of any conflict between the provisions of this Assignment and the
   provisions of the Split-Dollar Agreement  with respect to the Policy or the
   Assignee's rights of  collateral security  therein, the provisions of  this
   Assignment  shall prevail.  As applied between  the Owner and the Assignee,
   in the  event  of any  such conflict,  the provisions  of the  Split-Dollar
   Agreement shall prevail.

      K.    The Owner declares  that no proceedings in  bankruptcy are pending
   against  the Owner  and that  the Owner's  property is  not subject  to any
   assignment for the benefit of creditors of the Owner.

      SIGNED this ___ day  of ______________, 1998, effective as of May _____,
      1998.



                                          ___________________________________
                                          ___________________________________
                                          ___________________________________
                                                                       "OWNER"

   This Assignment is hereby accepted and agreed to by the Assignee.

                                    AMERICAN GENERAL CORPORATION


                                    By:______________________________________
                                    Name:____________________________________
                                    Title:___________________________________
                                                                    "ASSIGNEE"











                                       -16-
<PAGE>






   STATE OF _______________   Section
                              Section
   _______________ COUNTY     Section


      On  the  _____  day  of  ___________________________,  1998,  before  me
   personally came ______________________, __________________________________-
   __________________,  to  me known  to  be the  individual who  executed the
   Assignment  on the preceding pages hereof and acknowledged to me that he or
   she executed the same.


                                        _____________________________________ 
                                          Notary Public in and for
                                          THE STATE OF_________________________ 
   My Commission Expires:

   ____________________________




































                                       -17-
<PAGE>






                                                              Other Executives

                             SPLIT-DOLLAR AGREEMENT


      THIS  SPLIT-DOLLAR AGREEMENT (this "Agreement") is made and entered into
   effective as of May ___, 1998 (the "Effective Date"), by and among AMERICAN
   GENERAL CORPORATION, a Texas  corporation, with principal offices and place
   of business in  Houston, Texas (hereinafter referred to as  the "Company"),
   ____________________________________________  (hereinafter  referred to  as
   the "Executive"), and ____________________________________________________-
   ______
   __________________ _________________________________ (hereinafter  referred
   to as the "Owner"),2/

      WITNESSETH THAT:

      WHEREAS,  the Executive  is  currently employed  by  the Company  or  an
   affiliate of the Company; and

      WHEREAS, in order to retain  the benefits of the services of  the Execu-
   tive for the Company and its affiliates, the Company  desires to assist the
   Executive in providing life insurance protection for the Executive's family
   under  a policy of life insurance (hereinafter referred to as the "Policy")
   insuring the life of the Executive, which Policy is  described in Exhibit A
   attached hereto  and by  this reference  made a part  hereof, and  which is
   being  issued  by  American  General  Life Insurance  Company  (hereinafter
   referred to as the "Insurer"); and

      WHEREAS, the Company  is willing to pay  all of the premiums  due on the
   Policy as an additional employment  benefit for the Executive, on the terms
   and conditions hereinafter set forth; and

      WHEREAS, the Owner will  be the owner of the  Policy and, as such,  will
   possess all incidents of ownership in and to the Policy; and

      WHEREAS,  the Company wishes to have the Policy collaterally assigned to
   it by the  Owner in order to  secure the repayment of  the amounts which it
   will pay toward the premiums on the Policy;

      NOW,  THEREFORE,  in consideration  of the  premises  and of  the mutual
   promises contained herein, the parties hereto agree as follows:

      1.    Defined  Terms.    The  terms  "Agreement,"  "Company," "Effective
   Date,"  "Executive,"  "Insurer,"  "Owner,"  and  "Policy"  shall  have  the
   meanings  assigned  to  such  terms in  the  preceding  provisions of  this
   Agreement.  Where the following words and terms are used in this Agreement,


                                              
         2/      If the Executive will be the owner of the policy (as opposed 
    to an insurance trust or other entity), then the Executive's name should 
    be inserted in each of the blank spaces provided for the name of the 
    Executive and the name of the Owner.  If the space provided for the 
    name of the Owner is not completed, then the Executive shall be deemed 
    to be the Owner.
<PAGE>






   they shall have the respective meanings set forth below, unless the context
   clearly indicates to the contrary:

            (a)   Affiliate:   The term "Affiliate" shall have the meaning set
      forth  in  Rule 12b-2  promulgated under  Section  12 of  the Securities
      Exchange Act of 1934, as amended from time to time.

            (b)   Anniversary Date:  Each  annual anniversary of the Effective
      Date;  provided, however, that for purposes of Paragraph 1(d) below, the
      Effective Date shall also be considered an Anniversary Date.

            (c)   Average Annual  Bonus:   [FOR EXECUTIVES OTHER  THAN MESSRS.
      GRAF AND SCOTT:   As of any  date for which the  Benefit Amount must  be
      determined  pursuant  to the  terms of  this  Agreement that  occurs (1)
      during the  period beginning  on the  Effective Date  and ending  on the
      first  Anniversary Date,  an  amount equal  to  the most  recent  annual
      incentive bonus  paid in  cash by  the Company (or  an Affiliate  of the
      Company)  to the Executive on  or before the  Effective Date, (2) during
      the period beginning on the day immediately following the first Anniver-
      sary Date and ending on the  second Anniversary Date, an amount equal to
      the average of the two most recent annual incentive bonuses paid in cash
      by the  Company (or an Affiliate of the  Company) to the Executive on or
      before  the first Anniversary Date, and (3) after the second Anniversary
      Date,  an amount equal  to the average  of the three  most recent annual
      incentive bonuses  paid in cash by  the Company (or an  Affiliate of the
      Company)  to  the  Executive on  or  before  the  Anniversary Date  next
      preceding  such date for  which the  Benefit Amount  is determined.][FOR
      MESSRS.  GRAF AND SCOTT:   As of  any date for which  the Benefit Amount
      must be determined pursuant  to the terms of this  Agreement that occurs
      (1) during  the period beginning on the Effective Date and ending on the
      first Anniversary  Date, an amount  equal to  ____ % of  the Executive s
      annual base  salary from the Company  or an Affiliate of  the Company at
      the  rate in  effect  on the  Effective Date  (the "Deemed  Bonus"), (2)
      during the period beginning  on the day immediately following  the first
      Anniversary  Date and ending on  the second Anniversary  Date, an amount
      equal to  the average of  the Deemed  Bonus and the  most recent  annual
      incentive  bonus paid  in cash by  the Company  (or an  Affiliate of the
      Company) to the Executive on  or before the first Anniversary Date,  (3)
      during  the period beginning on the day immediately following the second
      Anniversary Date and  ending on  the third Anniversary  Date, an  amount
      equal to the average of the Deemed Bonus and  the two most recent annual
      incentive bonuses  paid in cash by  the Company (or an  Affiliate of the
      Company) to the Executive on or before  the second Anniversary Date, and
      (4) after the third Anniversary Date,  an amount equal to the average of
      the  three most  recent annual  incentive  bonuses paid  in cash  by the
      Company  (or an Affiliate of the Company)  to the Executive on or before
      the  Anniversary Date  next preceding  such date  for which  the Benefit
      Amount is determined.]  

            (d)   Base Salary:   As of any  date for which the  Benefit Amount
      must be determined pursuant to the terms of this Agreement, the Executi-
      ve's annual base salary from the Company or an Affiliate  of the Company
      at the rate in effect on the Anniversary Date next preceding such date.

                                       -19-
<PAGE>






            (e)   Benefit Amount:  As  of any given  date, an amount equal  to
      200% of the sum of the  Executive's Base Salary and Average Annual Bonus
      as  of  such date;  provided, however,  that  on the  Executive's Normal
      Retirement Date, the Benefit Amount shall be reduced to 100%  of the sum
      of the  Executive's  Base Salary  and  Average Annual  Bonus as  of  the
      Measurement  Date (except  that if  the Executive  continues his  or her
      employment  beyond the  Executive's  Normal Retirement  Date, then  such
      reduction  shall occur  on the  date of  the Executive's  termination of
      employment with  the Company for a  reason other than death).   Notwith-
      standing  the  foregoing  or any  provision  in  this  Agreement to  the
      contrary, the  Benefit Amount shall  not be increased at  any time after
      the Effective Date to the extent such increase is subject to the medical
      underwriting  requirements  of the  Insurer and  the Insurer  refuses to
      increase the face amount of the  Policy based upon the health or medical
      condition of the Executive. 

            (f)   Cause:   The term "Cause" shall have the meaning assigned to
      such term in the Change in Control Severance Agreement.

            (g)   Change  in Control:  The term "Change in Control" shall have
      the meaning assigned  to such term  in the  Change in Control  Severance
      Agreement.

            (h)   Change  in  Control  Severance  Agreement:   The  Change  in
      Control  Severance Agreement between the  Company and the Executive that
      is in effect on the Effective Date (or any successor agreement thereto).

            (i)   Claimant:    The  term  "Claimant" shall  have  the  meaning
      assigned to such term in Paragraph 10 hereof.

            (j)   Disabled:  The Executive  shall be considered "Disabled" for
      purposes  of  this  Agreement at  such  time  as  the Executive  becomes
      entitled  to receive  long-term  disability benefits  under a  long-term
      disability  plan  maintained  by the  Company  or  an  Affiliate of  the
      Company.

            (k)   Measurement  Date:  The earlier  of (1) the  date upon which
      the Executive's  employment with the  Company terminates for  any reason
      whatsoever  (including, without limitation, termination of employment by
      reason  of the death or retirement of  the Executive), (2) the date upon
      which the Executive becomes Disabled, or   (3) the effective date of the
      termination of this Agreement pursuant to Paragraph 8 hereof.

            (l)   Normal Retirement  Date:  The term  "Normal Retirement Date"
      shall have the meaning assigned to such term in the Company's Supplemen-
      tal Executive Retirement Plan that is in effect on the Effective Date.

            (m)   Premium  Payment Period:  A period of 10 years commencing on
      the Effective Date; provided,  however, that upon written notice  to the
      Owner and the Executive prior to  the occurrence of a Change in Control,
      the Company  may from time to time extend the Premium Payment Period for
      any period determined by the Company that ends on or before the later of


                                       -20-
<PAGE>






      (1) the Executive's Normal Retirement Date or (2) the fifteenth Anniver-
      sary Date.

            (n)   Relevant  Assumptions:    As  of  any given  date,  (1)  the
      Company's assumption  as  of such  date  with  respect to  the  rate  of
      increase, if any, in the Benefit Amount from such date to the Executive-
      's Normal  Retirement Date (or,  if the Executive  continues his or  her
      employment  with the  Company beyond  the Executive's  Normal Retirement
      Date,  to the Executive's projected date of retirement from the Company)
      and (2) current mortality rates and charges, crediting rates,  expenses,
      and other  relevant matters applicable  to the Policy  as of  such date.
      Notwithstanding  the foregoing,  the  assumed rate  of  increase in  the
      Benefit Amount shall be 0% from and after the Measurement Date.

      2.     Acquisition  and  Ownership  of Policy;  Limitations  on  Owner's
   Rights in Policy.  
            (a)   The Owner  shall contemporaneously purchase the  Policy from
   the Insurer  in  the  initial total  face  amount specified  in  Exhibit  A
   attached  hereto.   The  parties  hereto  agree that  they  shall take  all
   reasonable action necessary  to cause the Insurer to  issue the Policy, and
   shall take any  further reasonable action which  may be necessary  to cause
   the Policy  to conform to the  provisions of this  Agreement.  The  parties
   hereto agree that  the Policy shall be subject to  the terms and conditions
   of this Agreement and  of the collateral assignment filed with  the Insurer
   relating to the Policy.

            (b)   The Policy names the Owner, and the Owner shall be, the sole
   and absolute owner of the Policy.  The  Owner shall not exercise any of the
   ownership rights  granted to the owner  of the Policy by  the terms thereof
   except with the express written  consent of the Company.  Without  limiting
   the scope  of the  foregoing, the Owner  shall not sell,  assign, transfer,
   borrow against or  withdraw from  the cash surrender  value of the  Policy,
   change  the beneficiary  designation  provision of  the Policy,  change the
   elected death benefit option provisions of the Policy, decrease or increase
   the face amount  of insurance, surrender or cancel the  Policy, or take any
   other action  with respect to  the Policy  without, in any  such case,  the
   express written consent of the Company.

            (c)   Notwithstanding  the provisions of Paragraph 2(b) above, the
   Owner shall have the right to take any of the following actions without the
   express  written consent of  the Company, provided that  the Owner provides
   the  Company with  15 days  prior written  notice of  any such  action: (1)
   designate  the beneficiary or  beneficiaries to receive the  portion of the
   proceeds payable under  the Policy specified in  Paragraph 7(b) hereof; (2)
   elect the settlement  option with respect to  such proceeds from among  the
   settlement  options available under the Policy; and (3) change such benefi-
   ciary designation and settlement option from time to time.

      3.    Collateral Assignment; Limitation on Company's Rights in Policy.

            (a)   To  secure the repayment to the Company of the amount of the
   premiums  on the  Policy  paid by  the  Company hereunder,  the Owner  has,
   contemporaneously herewith, assigned the Policy to the Company as collater-

                                       -21-
<PAGE>






   al  under a separate  assignment instrument.  The  collateral assignment of
   the Policy  to the Company shall  not be terminated, altered  or amended by
   the Owner, without the express written consent of the Company.  The parties
   hereto agree to take all  action necessary to cause such collateral assign-
   ment to conform to the provisions of  this Agreement and to be accepted  by
   the Insurer.   Without limiting the  scope of  the preceding provisions  of
   this  Paragraph 3, the parties hereto agree  that the Company shall have an
   interest in  the cash  surrender  value and  the death  benefits under  the
   Policy to secure  the amounts due to the  Company hereunder, which interest
   shall in  no event be less  than the aggregate  premium payments made  with
   respect to the Policy by the Company pursuant to Paragraph 5 below.

            (b)     The Company shall not at any time prior to the termination
   of this Agreement  (1) take any action that would  cause the death benefits
   under the Policy that would be available for distribution to the beneficia-
   ry  or beneficiaries designated by the Owner  as provided herein to be less
   than the Benefit  Amount (determined as of the earlier  of  the Measurement
   Date or  the date such action  was taken by  the Company) and (2)  from and
   after the  date upon which a  Change in Control occurs,  borrow against the
   Policy, pledge  the Policy  as collateral for  a loan, withdraw  any amount
   from the Policy or otherwise  access any funds held under the  Policy until
   such time as the beneficiary or beneficiaries designated  by the Owner have
   received  all of  the  Policy death  benefits to  which  they are  entitled
   pursuant to the provisions of this Agreement.

      4.    Adjustments  to Policy Face Amount.  On each Anniversary Date that
   occurs prior to the  Measurement Date, the parties  hereto shall cause  the
   total face amount of the Policy to be  adjusted to the extent necessary, if
   any, so that such face amount is equal to the Benefit Amount (which Benefit
   Amount  shall  be  determined  as of  the  day  immediately following  such
   Anniversary Date); provided,  however, that  if any  such adjustment  would
   require a reduction in the face amount of the Policy, then the Company may,
   in its  sole discretion,  determine that  no such  adjustment to  the  face
   amount of the Policy shall be made for such Anniversary Date.  Further, on,
   or as  soon as administratively  practicable after,  the Executive's Normal
   Retirement Date (or, if later, the date of the termination of the Executiv-
   e's employment with the Company for a reason other than death), the parties
   hereto shall cause the total face amount of the Policy to be reduced to the
   extent necessary, if any, so that such face amount is equal  to the Benefit
   Amount in effect at  such time.  The  parties hereto agree that they  shall
   take  all reasonable action  necessary to cause  the Insurer to  adjust the
   face amount of the Policy  as provided in the preceding provisions  of this
   Paragraph 4.  Without limiting  the scope of the foregoing,  (a) the Execu-
   tive and the  Owner shall furnish any and all  information requested by the
   Company or  the Insurer to facilitate  an adjustment to the  face amount of
   the Policy and (b)  the Executive shall take such physical  examinations as
   the Insurer may deem necessary.

      5.    Payment of Premiums.

            (a)   On  the Effective  Date and  on  or before  each Anniversary
   Date,  the Company  shall  pay to  the  Insurer, as  premium payments  with


                                       -22-
<PAGE>






   respect to the Policy, the amount, if any, determined by the Company in its
   sole discretion; provided, however, that:

                  (1)   on  the Effective  Date and  on each  Anniversary Date
      that occurs during the Premium Payment Period and  prior to the termina-
      tion of  this  Agreement, the  Company  shall make  substantially  level
      premium payments with respect to the Policy based upon a premium payment
      policy established by the Company that  is designed to (i) maintain  the
      Policy in  a manner sufficient to provide the level of death benefits to
      the  Owner's beneficiary  or  beneficiaries pursuant  to Paragraph  7(b)
      hereof in the event  of the Executive's  death prior to  the end of  the
      Premium Payment  Period and (ii)  accumulate sufficient funds  under the
      Policy (based upon the assumption  that the Executive will retire  as of
      the Executive's  Normal Retirement Date)  so that as  of the end  of the
      Premium  Payment Period the Policy is projected to have sufficient funds
      to (A) at  all times thereafter  provide a minimum  death benefit in  an
      amount  equal to the Benefit Amount without any further premium payments
      and (B) permit the Owner to terminate this Agreement as of  the later of
      the Executive s Normal Retirement Date or the fifteenth Anniversary Date
      and use  accumulations under  the Policy  to obtain  the release  of the
      collateral assignment of the Policy to the Company; and

                  (2)   on each Anniversary Date that occurs after the  end of
      the Premium Payment Period and  prior to the termination of  this Agree-
      ment,  the Company  shall make  a premium  payment with  respect  to the
      Policy in  at least the amount  required so that as  of such Anniversary
      Date the  Policy is projected  to have  sufficient funds to  (i) at  all
      times thereafter  provide a minimum death benefit  in an amount equal to
      the  Benefit Amount without any further premium payments and (ii) permit
      the Owner to terminate this Agreement as of the later of the Executive s
      Normal  Retirement  Date  or  the  fifteenth Anniversary  Date  and  use
      accumulations under the Policy  to obtain the release of  the collateral
      assignment of the Policy to the Company.  

   The amount of each premium payment required pursuant to clauses (1) and (2)
   of  the preceding sentence shall be  determined based upon (i) the Relevant
   Assumptions in effect as of the date such premium payment is required to be
   paid  by the  Company  pursuant to  this  Paragraph 5(a)  and  (ii)  if the
   Measurement  Date has  not occurred as  of such  premium payment  date, the
   Company's estimate of  the date upon which the Measurement  Date will occur
   (which date shall be estimated to be no earlier than the Executive's Normal
   Retirement Date).   The Owner and the Executive  acknowledge and agree that
   (A) the  Company is agreeing to  make premium payments with  respect to the
   Policy as described above based upon  the Relevant Assumptions and for  the
   period  of time set forth in this Agreement, (B) the actual crediting rates
   under the Policy and the charges and expenses incurred  with respect to the
   Policy may deviate  from the rates, charges and expenses utilized from time
   to  time under the  Relevant Assumptions, and (C)  accordingly, the Company
   makes no guarantee that the Policy will, in fact,  have sufficient funds to
   provide a minimum death benefit in an amount equal to the Benefit Amount at
   all  times  after the  termination  of this  Agreement without  any further
   premium payments.  The Company shall promptly notify the  Owner of the date
   and the amount  of each premium payment made by the Company with respect to

                                       -23-
<PAGE>






   the Policy and, promptly upon receipt, the Owner shall furnish  the Company
   with a  copy of the annual report for the Policy received by the Owner from
   the Insurer.

            (b)   If the Executive's employment with the Company is terminated
   under  circumstances pursuant  to  which  the Executive  is entitled  to  a
   severance benefit under the Change in Control Severance Agreement, then the
   Company  shall promptly  pay into  a  rabbi trust  a single  lump  sum cash
   payment in an amount equal to the projected amount of premium payments that
   the  Company would be required to make  with respect to the Policy pursuant
   to Paragraph 5(a)  hereof during the 36 month period  immediately following
   such  termination of employment.  Pursuant to the terms of the rabbi trust,
   on each of the first three Anniversary Dates that  occur after the termina-
   tion of  the Executive's employment  with the Company,  the trustee of  the
   rabbi  trust shall pay  to the  Insurer as  a premium  with respect  to the
   Policy one-third of the  amount initially deposited in  the rabbi trust  by
   the Company.   After the trustee has made three  such premium payments, the
   rabbi trust  shall terminate and  any remaining funds  held by  the trustee
   shall  be  returned to  the  Company.   Notwithstanding the  foregoing, the
   Company  shall  remain  obligated  to make  all  premium  payments required
   pursuant  to Paragraph  5(a) hereof;  provided, however,  that  the Company
   shall  be relieved of such  obligation to the extent  of the amount of each
   premium payment made by the trustee of the rabbi  trust with respect to the
   Policy.    All costs  and  expenses associated  with the  establishment and
   maintenance of the rabbi trust shall be paid by the Company.   

            (c)   Neither the Executive nor the  Owner shall have any  obliga-
   tion to pay any premiums  with respect to the Policy prior  to the termina-
   tion  of this Agreement.   The Company shall have no  obligation to pay any
   premiums  with respect to the Policy from and after the termination of this
   Agreement pursuant to Paragraph 8 below.

      6.    Provision of  Information.    On  or  before  January 31  of  each
   calendar year, the  Company shall furnish to  the Executive a statement  of
   the amount of  income, if any, reportable by the  Executive for federal and
   state income  tax purposes for the  preceding calendar year as  a result of
   the  existence and maintenance of the Policy.   The Owner and the Executive
   shall promptly furnish the  Company with (a) copies  of any information  or
   notices  provided by  the Insurer  from time  to time  with respect  to the
   Policy and (b) any other material or information relating to the Policy and
   reasonably requested by  the Company from time to time.   Upon request, the
   Company shall promptly  furnish to the Owner evidence  of timely payment of
   any  amount required  to be  paid by  the Company  pursuant to  Paragraph 5
   hereof. 

      7.    Collection and Distribution of Death Proceeds.

            (a)   Upon  the death of the Executive prior to the termination of
   this Agreement during  the Executive's lifetime, the Company and  the Owner
   shall cooperate  with the beneficiary  or beneficiaries  designated by  the
   Owner to  take whatever action  is necessary to  collect the  death benefit
   provided  under the Policy.  When such  benefit has been collected and paid
   as provided herein, this Agreement shall thereupon terminate.

                                       -24-
<PAGE>






            (b)   Upon  the death of the Executive prior to the termination of
   this  Agreement during the Executive's lifetime, the beneficiary or benefi-
   ciaries designated by  the Owner pursuant to Paragraph 2(c) hereof shall be
   entitled to  receive a  portion of  the death  benefits provided  under the
   Policy  in an  amount equal  to  the Benefit  Amount determined  as  of the
   Measurement  Date (which amount  shall be reduced as  provided in Paragraph
   1(e) hereof upon the later of the Executive's Normal Retirement Date or the
   date of  the termination of the Executive's employment with the Company for
   a reason other than death).  This amount shall be paid under the settlement
   option elected by the Owner.

            (c)   Upon  the death of the Executive prior to the termination of
   this  Agreement during the Executive's lifetime, the Company shall have the
   unqualified right  to receive any  and all of  the death benefits  provided
   under the Policy in excess of the amount payable pursuant to Paragraph 7(b)
   above to the beneficiary  or beneficiaries designated by  the Owner.   This
   amount shall be paid to the Company in a single lump sum cash payment.

            (d)   The  parties  hereto agree  that,  upon the  request  of the
   Company,  the beneficiary designation provision of the Policy shall conform
   to the provisions hereof.

      8.    Termination of Agreement.

            (a)   This  Agreement may be terminated  by the Owner  at any time
   during the  Executive's lifetime and  after the  fifteenth Anniversary Date
   upon written notice  to the Company and payment to the Company by the Owner
   at the time of such  notice of a single lump sum cash  payment in an amount
   equal to  the aggregate premium  payments made by  the Company  pursuant to
   Paragraph 5  hereof on or  before the  date of such  termination, less  any
   withdrawals from  the  Policy by  the Company  prior to  the  date of  such
   termination and any  indebtedness secured by the Policy which  was incurred
   by  the Company and remains outstanding as of the date of such termination,
   including any unpaid  accrued interest on such indebtedness.   Upon receipt
   of  such amount, the Company shall release the collateral assignment of the
   Policy  by the  execution  and  delivery of  an appropriate  instrument  of
   release. 

            (b)   This  Agreement may be terminated by the Company at any time
   during the  Executive's lifetime  (including, without limitation,  upon the
   Executive's  termination  of employment  with  the Company  or at  any time
   before or  after such termination);  provided, however, that  (i) from  and
   after the  Executive s Normal Retirement  Date, this Agreement  may not  be
   terminated by the Company until the  later of such Normal Retirement  Date,
   the date upon which the Executive's employment with the Company terminates,
   the expiration of  the Premium Payment Period or the  fifteenth Anniversary
   Date,  (ii)  from  and after  the  date  upon which  the  Executive becomes
   Disabled, this  Agreement may  not be terminated  by the Company  until the
   earlier  of the Executive's  Normal Retirement Date, the  expiration of the
   Premium  Payment  Period,  the  fifteenth  Anniversary  Date  or  the third
   anniversary of  the date upon  which the Executive  becomes Disabled,   and
   (iii)  from and after the date upon which  a Change in Control occurs, this
   Agreement may be terminated by the  Company only on or after the date  upon

                                       -25-
<PAGE>






   which the Executive's employment with the Company terminates  (except that,
   if  the Executive's  employment with  the Company terminates  under circum-
   stances pursuant to  which the Executive is entitled to a severance benefit
   under  the Change in  Control Severance Agreement, then  this Agreement may
   not be terminated by the Company until the third anniversary of the date of
   such  termination of employment).  The Company  shall provide the Owner and
   the Executive with 30 days  prior written notice of any such termination of
   this Agreement  by the  Company.   If this Agreement  is terminated  by the
   Company as  provided in the  preceding provisions of  this Paragraph  8(b),
   then for  60  days after  the effective  date of  the  termination of  this
   Agreement, the Owner shall have  the option of obtaining the release of the
   collateral  assignment  of  the Policy  to  the Company.    To  obtain such
   release,  the Owner  shall repay  to the  Company the  total amount  of the
   premium payments made  by the Company hereunder, less any  withdrawals from
   the Policy by the  Company prior to  the date of  such termination and  any
   indebtedness secured by the  Policy which was incurred  by the Company  and
   remains  outstanding  as of  the  date of  such termination,  including any
   unpaid accrued interest on such indebtedness.  Upon receipt of such amount,
   the Company shall  release the collateral  assignment of the Policy  by the
   execution and  delivery of  an appropriate instrument  of release.   If the
   Owner  fails to exercise  such option  within such 60 day  period, then the
   interest of the Owner in the  Policy shall automatically be transferred  to
   the Company and the Owner shall execute any document or documents requested
   by  the Company or the Insurer to effect such transfer.  Alternatively, the
   Company may enforce its right to be repaid the amount due it hereunder from
   the cash surrender  value of the Policy under  the collateral assignment of
   the Policy;  provided that in  the event  the cash surrender  value of  the
   Policy exceeds the amount due the Company, such excess shall be paid to the
   Owner.   Thereafter, neither the  Owner nor any  person claiming  under the
   Owner shall  have any further interest  in and to the  Policy, either under
   the terms thereof or under this Agreement.

            (c)   Notwithstanding  any  provision  in  this Agreement  to  the
   contrary,  if the Executive's employment with the Company is terminated for
   Cause at any time (whether before or after the Executive attains his or her
   Normal  Retirement  Date),  then  (i)  this Agreement  shall  automatically
   terminate upon  such termination of  employment, (ii) the  interest of  the
   Owner in the Policy shall  automatically be transferred to the  Company and
   the Owner shall execute any document or documents requested  by the Company
   or the Insurer to effect such transfer, (iii) the  Company may exercise all
   rights of  ownership of the Policy,  take all proceeds of  the Policy, take
   proceeds designated for the beneficiary or beneficiaries designated by  the
   Owner, assign  its ownership interest in  the Policy to any  other party or
   take  any other action the  Company determines in its  sole discretion, and
   (iv)  neither the Owner, the Executive nor their respective heirs, assigns,
   personal representatives,  or beneficiaries shall have  any further rights,
   claims, or  interests of  any nature  whatsoever in the  Policy or  in this
   Agreement.  

            (d)   It  is  a  condition  precedent  to  the  execution of  this
   Agreement that the  Owner and the Executive acknowledge and  agree that the
   Company has the  right, subject to  certain limitations set forth  in Para-
   graph 8(b) hereof,  to terminate this Agreement at any  time for any reason

                                       -26-
<PAGE>






   whatsoever  or for no  reason at  all.  Without  limiting the scope  of the
   foregoing, the Owner and  the Executive specifically acknowledge and  agree
   that  the Company shall have the right to terminate this Agreement prior to
   the occurrence  of  a Change  in Control  in the  event  that the  premiums
   required to be  paid under the Policy are increased  due to a deterioration
   in the health  or medical condition  of the  Executive after the  Effective
   Date.  In such  event, the Owner and the Executive  hereby waive, and agree
   that they shall not assert, any claim or cause of action, in contract, tort
   or otherwise,  against the  Company, any  Affiliate of  the Company  or any
   employee, director, officer or  agent of the Company or  any such Affiliate
   with  respect to  the  termination  of this  Agreement, including,  without
   limitation, any claim or cause of action based on any alleged discriminato-
   ry practice.   By entering into  this Agreement, the  parties hereto  agree
   that the conditions and provisions  set forth in this Paragraph 8(d) are an
   essential component  of this  Agreement, and it  is their intent  that such
   conditions  and provisions  not be severed  from the other terms and provi-
   sions of this Agreement. 

      9.    Insurer  Not a Party.  Subject to  the terms and conditions of the
   Policy,  the Insurer shall  be fully discharged from  its obligations under
   the  Policy by payment  of the  Policy death benefit to  the beneficiary or
   beneficiaries named  in the Policy  and upon  the performance of  its other
   obligations in accordance with the terms of the Policy.   In no event shall
   the Insurer be considered a party to this Agreement, or any modification or
   amendment hereof.   No provision of this Agreement, nor of any modification
   or amendment hereof, shall in  any way be construed as enlarging, changing,
   varying, or  in any other way  affecting the obligations of  the Insurer as
   expressly provided in the Policy.

      10.   Named Fiduciary,  Determination of Benefits,  Claims Procedure and
   Administration.

            (a)   Named  Fiduciary.  The  Company is hereby  designated as the
   named  fiduciary  under this  Agreement.   The  named fiduciary  shall have
   authority  to control and  manage the operation and  administration of this
   Agreement, and it  shall be responsible for establishing and carrying out a
   premium  payment policy and  method consistent with the  objectives of this
   Agreement.

            (b)   (1)   Claim.   A person who believes that he or she is being
      denied a  benefit to which  he or she  is entitled under  this Agreement
      (hereinafter referred to as a "Claimant") may file a written request for
      such  benefit with  the Company, setting  forth his  or her  claim.  The
      request must be addressed to the  Company at its then principal place of
      business.

                  (2)   Claim Decision.   Upon receipt of a claim, the Company
      shall advise  the Claimant that  a reply  will be forthcoming  within 90
      days and shall,  in fact, deliver  such reply within  such period.   The
      Company may, however, extend the reply period for an additional  90 days
      for reasonable cause.



                                       -27-
<PAGE>






                        If  the claim  is  denied in  whole  or in  part,  the
      Company shall adopt a  written opinion, using language calculated  to be
      understood  by the Claimant, setting  forth: (i) the  specific reason or
      reasons  for  such  denial; (ii)  the  specific  reference to  pertinent
      provisions  of this Agreement  on which  such denial  is based;  (iii) a
      description  of any additional material or information necessary for the
      Claimant to  perfect  his  or her  claim  and an  explanation  why  such
      material or such information  is necessary; (iv) appropriate information
      as to the steps to be taken  if the Claimant wishes to submit the  claim
      for  review;  and (v)  the  time limits  for requesting  a  review under
      subsection (3) and for review under subsection (4) hereof.

                  (3)   Request for Review.  Within 60  days after the receipt
      by the Claimant of the written opinion described above, the Claimant may
      request  in writing  that the  Company review  its determination.   Such
      request must be addressed to the Company, at its then principal place of
      business.  The  Claimant or  his or her  duly authorized  representative
      may,  but need not, review the pertinent documents and submit issues and
      comments in writing for consideration by  the Company.  If the  Claimant
      does not request a review of  the Company's determination within such 60
      day period,  he or she shall be barred and estopped from challenging the
      Company's determination.

                  (4)   Review  of Decision.        Within  60 days  after the
      Company's receipt of a request for review, it will review the determina-
      tion. After  considering all  materials presented  by the  Claimant, the
      Company will render a written opinion, written in a manner calculated to
      be  understood by the Claimant,  setting forth the  specific reasons for
      the  decision  and  containing  specific  references  to  the  pertinent
      provisions of this Agreement on which the decision is based.  If special
      circumstances  require  that the  60 day  time  period be  extended, the
      Company will so notify the Claimant and will render the decision as soon
      as possible, but no later than 120 days after receipt of the request for
      review.

      11.    Arbitration.  

            (a)   Upon  completion  of  the   claims  procedure  described  in
   Paragraph  10(b) hereof  (if applicable),  all claims,  demands,  causes of
   action, disputes, controversies, and other matters in questions arising out
   of or  relating to this Agreement, any provision hereof, the alleged breach
   thereof,  or in any  way relating  to the subject matter  of this Agreement
   involving the parties hereto  and/or their respective representatives, even
   though  some or  all  of  such claims  allegedly are  extra-contractual  in
   nature, whether  such claims sound in contract, tort,  or otherwise, at law
   or in  equity, under state or  federal law, whether provided  by statute or
   the  common law,  for damages  or any  other relief,  shall be  resolved by
   binding arbitration pursuant  to the Federal Arbitration  Act in accordance
   with  the Employment  Dispute  Resolution  Rules then  in effect  with  the
   American  Arbitration Association.    The arbitration  proceeding  shall be
   conducted in Houston, Texas.  This agreement to arbitrate shall be enforce-
   able in either federal or state court.


                                       -28-
<PAGE>






            (b)   The  enforcement  of this  agreement  to  arbitrate and  all
   procedural  aspects  of  this  agreement to  arbitrate,  including  but not
   limited  to,  the construction  and  interpretation  of  this agreement  to
   arbitrate,  the issues  subject to  arbitration (i.e.,  arbitrability), the
   scope of the arbitrable issues, allegations of waiver, delay or defenses to
   arbitrability,  and the  rules  governing the  conduct of  the arbitration,
   shall be governed by and construed pursuant to the Federal Arbitration  Act
   and shall be decided by the arbitrators.  In deciding the substance  of any
   such claims, the arbitrators shall  apply the substantive laws of the State
   of  Texas (excluding Texas choice-of-law principles that might call for the
   application  of some other state's law); provided, however, it is expressly
   agreed  that the  arbitrators  shall  have no  authority to  award  treble,
   exemplary,  or  punitive  damages  under  any circumstances  regardless  of
   whether  such damages may be available  under Texas law, the parties hereby
   waiving  their right,  if any,  to recover  treble, exemplary,  or punitive
   damages in connection with any such claims.  If any party to this Agreement
   institutes  arbitration to enforce  the terms of this  Agreement, the party
   who prevails  in  such  arbitration, whether  plaintiff  or  defendant,  in
   addition  to the remedy  or relief obtained in  such arbitration proceeding
   shall be  entitled to  recover its or  his expenses incurred  in connection
   with such arbitration proceeding,  including, without limitation,  arbitra-
   tors and  attorneys fees, and  the arbitrators  are authorized to  so award
   such costs and fees.

            (c)   The  arbitration may be initiated  by any party by providing
   to the other parties a written notice of arbitration specifying the claims.
   Within 30 days of  the notice of initiation  of the arbitration  procedure,
   (1)  the Owner  and the  Executive, acting  together, shall  denominate one
   arbitrator  and (2) the  Company shall denominate one  arbitrator.  The two
   arbitrators  shall select  a third  arbitrator failing  agreement  on which
   within  60 days of the original notice,  either the Owner, the Executive or
   the Company shall apply  to the Senior Active United  States District Judge
   for the Southern District of Texas,  who shall appoint a third  arbitrator.
   While the  third  arbitrator  shall  be neutral,  the  two  party-appointed
   arbitrators are not required  to be neutral and it shall not be grounds for
   removal  of either of  the two party-appointed arbitrators  or for vacating
   the arbitrators' award that either  of such arbitrators has past or present
   minimal  relationships  with  the  party  that appointed  such  arbitrator.
   Evident  partiality on  the part  of an  arbitrator exists  only where  the
   circumstances  are such  that a  reasonable person  would have  to conclude
   there in fact existed actual  bias. A mere appearance or impression of bias
   will not constitute evident partiality or otherwise disqualify an  arbitra-
   tor.

            (d)   The  three arbitrators  shall by  majority vote  resolve all
   disputes between the parties.  There shall be no  transcript of the hearing
   before the arbitrators.  The arbitrators' decision shall be in writing, but
   shall  be  as brief  as possible.    The arbitrators  shall not  assign the
   reasons for their decision.   The arbitrators shall certify in  their award
   that  they have faithfully applied the terms  and conditions of this Agree-
   ment and that  no part of their award includes  any amount for exemplary or
   punitive  damages.  All proceedings conducted hereunder and the decision of
   the  arbitrators shall  be  kept  confidential by  the parties,  e.g.,  the

                                       -29-
<PAGE>






   arbitrators'  award shall not be released to  the press or published in any
   of  the various arbitration reporters.  Judgment upon any award rendered in
   any such  arbitration proceeding  may be  entered by  any federal or  state
   court having jurisdiction.

      12.   Amendment.   This  Agreement  may  not  be  amended,  altered,  or
   modified, except by  a written instrument signed by the  parties hereto, or
   their respective successors  or assigns.  Notwithstanding  the foregoing or
   any other provision herein to the contrary, the Premium Payment Period, the
   face  amount  of the  Policy, the  amount  of premiums  to be  paid  by the
   Company,  and/or the references in this Agreement to the fifteenth Anniver-
   sary Date may be changed by the Company without the consent of the Owner or
   the Executive to the extent necessary to (a) maintain the Policy as a "life
   insurance contract"  (within the meaning  of Section 7702  of the  Internal
   Revenue  Code  of 1986,  as  amended (the  "Code"), and  the interpretative
   authority  promulgated thereunder) and (b)  prevent the Policy from consti-
   tuting a  modified endowment contract  (within the meaning of Section 7702A
   of  the Code and the interpretative authority promulgated thereunder).  The
   Company  shall  provide the  Owner  and the  Executive with  prompt written
   notice of any such change.

      13.   Binding Effect.  This Agreement shall be binding upon and inure to
   the benefit of  the Company and its successors and  assigns, and the Owner,
   the Executive and their respective successors,  assigns, heirs,  executors,
   administrators, and  beneficiaries; provided, however, that  the rights and
   obligations  of  the Owner  and  the Executive  hereunder are  personal and
   neither this Agreement, nor any right, benefit,  or obligation of the Owner
   or  the  Executive hereto,  shall  be subject  to voluntary  or involuntary
   assignment, alienation or  transfer, whether by operation of law  or other-
   wise, without the prior written consent of the Company.

      14.   Notice.   Any  notice, consent or demand required or  permitted to
   be given  under the provisions of  this Agreement shall be  in writing, and
   shall  be signed by the  party giving or making  the same.  If such notice,
   consent or demand is mailed to  a party hereto, it shall be  sent by United
   States  registered or certified  mail, postage  prepaid, addressed  to such
   party s last known  address as shown  on the records of  the Company.   The
   date of such mailing shall be deemed the date of notice, consent or demand.

      15.   Employment Relationship.   For all purposes of this Agreement, the
   Executive shall  be considered to  be in the  employment of  the Company as
   long as the Executive remains  an employee of the Company or  any Affiliate
   of the Company.   However, this Agreement  is not an  employment agreement.
   This Agreement  shall not be  construed as  creating an express  or implied
   contract of employment  and does not modify  the nature of the  Executive's
   employment relationship with the Company or its Affiliates, as the case may
   be.   Except as otherwise agreed  in writing between the  Executive and the
   Company or an Affiliate of the Company, the employment relationship between
   the  Executive and  the Company  or its  Affiliates is  at-will,  i.e., the
   employment relationship may be terminated at any time at the will of either
   the Company or the Executive for any reason or no reason at all.



                                       -30-
<PAGE>






      16.   Taxes and  Policy Illustrations.  The Company  makes no guarantees
   and  assumes no obligations or responsibilities with respect to the Owner's
   or the  Executive's federal, state,  or local  income, estate, inheritance,
   and  gift tax obligations, if any, under  this Agreement, the Policy or the
   collateral assignment of the Policy  to the Company.  The Executive and the
   Owner agree and acknowledge that the Policy illustrations provided prior to
   the Effective Date  and any Policy illustrations that may  be provided from
   time  to time thereafter  by the Company,  the Insurer or  their respective
   agents  and representatives are  not guaranteed  and are not a  part of the
   Policy or this Agreement.   Such Policy illustrations shall  not create any
   additional obligations or  responsibilities  to the Executive or  the Owner
   by the  Company, the Insurer,  or their respective  agents and  representa-
   tives.

      17.   Governing  Law.   This Agreement,  and the  rights of  the parties
   hereunder, shall be governed by  and construed in accordance with  the laws
   of the State of Texas.

      IN WITNESS WHEREOF, the  parties hereto have executed this  Agreement on
   this the  _____ day  of ____________, 1998,  effective as of  the Effective
   Date.

                                    AMERICAN GENERAL CORPORATION


                              By:____________________________________________
                              Name:__________________________________________
                              Title:_________________________________________

                                                                     "COMPANY"


                                    _________________________________________
                                    ____________________

                                                                   "EXECUTIVE"


                                    _________________________________________
                                    _______________________________________

                                                                       "OWNER"












                                       -31-
<PAGE>






                                    EXHIBIT A


      The  following life insurance policy  is subject to  the attached Split-
   Dollar Agreement:


   Insurer:             American General Life Insurance Company

   Insured:             __________________________

   Policy Number:       __________________________

   Face Amount on the 
   Effective Date:            $_________________________

   Effective Date of Policy:  May____, 1998





































                                       -32-
<PAGE>






                ASSIGNMENT OF LIFE INSURANCE POLICY AS COLLATERAL


      A.    FOR  VALUE  RECEIVED, the  undersigned  (hereinafter the  "Owner")
   hereby  assigns, transfers and sets  over to American  General Corporation,
   with  principal  offices  and  place of  business  in  Houston, Texas,  its
   successors and assigns (hereinafter the "Assignee"), Policy No. __________-
   _______ issued by American  General Life Insurance Company (hereinafter the
   "Insurer"), and any supplementary  contracts issued in connection therewith
   (said  policy and contracts hereinafter the "Policy"), insuring the life of
   __________________  __________ (the  "Executive"), and all claims, options,
   privileges, rights,  title and interest  therein and  thereunder (except as
   otherwise  provided herein), subject to all the terms and conditions of the
   Policy  and to  all superior  liens,  if any,  which the  Insurer  may have
   against the  Policy. The  Owner, by this  Assignment, and the  Assignee, by
   acceptance of  the assignment of the  Policy to it hereunder,  agree to the
   terms and conditions contained herein.

      B.    This Assignment is made and the Policy is to be held as collateral
   security for  any and all liabilities  and obligations of the  Owner to the
   Assignee,  either now  existing  or  that may  hereafter arise,  under  and
   pursuant to that certain Split-Dollar Agreement by and among the Owner, the
   Assignee, and the Executive, dated effective as of May ____,  1998 (herein-
   after  the  "Split-Dollar Agreement").    The  liabilities and  obligations
   described  in the  preceding sentence  are hereinafter  referred to  as the
   "Liabilities."

      C.    It is expressly agreed that, without detracting from the generali-
   ty of  the foregoing, the  following specific rights  are included  in this
   Assignment and pass to the Assignee by virtue hereof:

            1.    The  sole right to collect from the Insurer the net proceeds
      of the Policy when it becomes a claim by death or maturity; 

            2.    The  sole right  to  surrender the  Policy  and receive  the
      surrender value  thereof at any time provided by the terms of the Policy
      and at such other times as the Insurer may allow; and

            3.    The sole right to  obtain one or more withdrawals,  loans or
      advances on  the Policy, either from  the Insurer or, at  any time, from
      other persons, and  to pledge or assign the Policy  as security for such
      loans or advances.

      D.    It is expressly agreed that the following specific rights, so long
   as the  Policy has not been  surrendered and to the  extent permitted under
   the Split-Dollar  Agreement, are reserved  by the Owner  and excluded  from
   this Assignment and do not pass by virtue hereof:

            1.    The right to designate and change the beneficiary to receive
      the portion of the proceeds under the Policy specified in Paragraph 7(b)
      of the Split-Dollar Agreement; and

            2.    The right to elect any optional mode of settlement permitted
      by the Policy or allowed by the Insurer with respect to such proceeds.
<PAGE>






   However,  the reservation  of these  rights by  the Owner  shall in  no way
   impair the  right of the  Assignee to surrender  the Policy  nor impair any
   other  right of the  Assignee hereunder.   Further,  any  exercise of these
   rights shall be  made subject to this  Assignment and to the  rights of the
   Assignee hereunder.

      E.    Notwithstanding  the foregoing, the  Assignee covenants and agrees
   with the Owner as follows:

            1.    Any  balance of  sums  received hereunder  from the  Insurer
      remaining after payment of  the then existing Liabilities shall  be paid
      by the Assignee to the  persons entitled thereto under the terms  of the
      Policy, had this Assignment not been executed;

            2.    The  Assignee will not  exercise the right  to surrender the
      Policy,  nor the right  to make  withdrawals from  the Policy  or obtain
      policy loans  from the Insurer, unless and  until there has been default
      in  any  of  the Liabilities  or  the  Split-Dollar  Agreement has  been
      terminated, pursuant to its terms; in  any event, the Assignee will  not
      exercise any  such right  until 15  days after  the Assignee  shall have
      mailed notice of intention to exercise such  right, by first class mail,
      to the Owner  at the address  last supplied in  writing to the  Assignee
      specifically referring to this Assignment; and

            3.    The  Assignee will, upon request,  forward the Policy to the
      Insurer without  unreasonable delay, for endorsement  of any designation
      or change  of beneficiary or any election of an optional mode of settle-
      ment that has been elected by the Owner.

      F.    The  Insurer  is hereby  authorized  to  recognize the  Assignee's
   claims  to rights hereunder without investigating the reason for any action
   taken by the  Assignee, the validity or the amount  of the Liabilities, the
   existence  of any  default therein, termination of  the Split-Dollar Agree-
   ment, the giving of any notice hereunder, or the application to be  made by
   the Assignee of any amounts to be paid to the Assignee.  The sole signature
   of the  Assignee shall be sufficient  for the exercise of  any rights under
   the Policy  assigned hereby and the  sole receipt of  the Assignee for  any
   sums received  shall  be a  full  discharge  and release  therefor  to  the
   Insurer. Payment for all or any part of  the sums due under the Policy  and
   assigned herein shall  be drawn to the exclusive order of or as directed by
   the  Assignee if, when,  and in  such amounts  as may  be requested  by the
   Assignee.

      G.    The Assignee  shall be under  no obligation to pay  any premium on
   the Policy nor the principal of or interest on any loans or advances on the
   Policy, whether  or not obtained by  the Assignee, or any  other charges on
   the Policy.

      H.    The exercise of any right, option, privilege or power given herein
   to the  Assignee shall  be at the  option of the  Assignee, and  (except as
   provided herein) the  Assignee may exercise any such right,  option, privi-
   lege  or power without notice to, or  assent by, or affecting the liability
   of, or releasing any interest hereby assigned by the Owner.

                                       -34-
<PAGE>






      I.    If applicable, the  Assignee may take  or release other  security,
   may release  any  party primarily  or  secondarily liable  for any  of  the
   Liabilities, may grant extensions,  renewals or indulgences with respect to
   the Liabilities, or may apply the proceeds of the Policy hereby assigned or
   any amount received on account of the  Policy by the exercise of any  right
   permitted under this  Assignment to the  Liabilities in  such order as  the
   Assignee shall determine, without resorting to or regard to other security.

      J.    As applied to the  duties and responsibilities of the  Insurer, in
   the event of any conflict between the provisions of this Assignment and the
   provisions of the Split-Dollar Agreement with respect to  the Policy or the
   Assignee s rights  of collateral security  therein, the  provisions of this
   Assignment shall prevail.   As applied between the Owner and  the Assignee,
   in  the event  of any  such  conflict, the  provisions of  the Split-Dollar
   Agreement shall prevail.

      K.    The Owner declares  that no proceedings in  bankruptcy are pending
   against  the Owner  and that  the Owner s  property is  not subject  to any
   assignment for the benefit of creditors of the Owner.

      SIGNED this ___ day of ______________, 1998,  effective as of May _____,
      1998.



                                          __________________________________
                                          __________________________________
                                          __________________________________
                                                                    "OWNER"   

   This Assignment is hereby accepted and agreed to by the Assignee.

                                    AMERICAN GENERAL CORPORATION


                                    By:_____________________________________
                                    Name:  _________________________________
                                    Title: _________________________________

                                                                 "ASSIGNEE"   














                                       -35-
<PAGE>






   STATE OF _______________   Section
                              Section
   _______________ COUNTY     Section


      On  the  _____  day  of  ___________________________,  1998,  before  me
   personally came ______________________, __________________________________-
   __________________,  to  me known  to  be the  individual who  executed the
   Assignment  on the preceding pages hereof and acknowledged to me that he or
   she executed the same.


                                          ___________________________________
                                          Notary Public in and for
                                          THE STATE OF_______________________

   My Commission Expires:

   ____________________________



































                                       -36-
<PAGE>