CHANGE IN CONTROL SEVERANCE AGREEMENT



      THIS  Change  in  Control  Severance  Agreement  ("Agreement")  is  made
effective as  of the 1st  day of April,  1998 (the "Effective  Date"), between
American  General Corporation, a Texas  corporation having its principal place
of business  in  Houston, Texas  (the "Company"  as  hereinafter defined)  and
FullName~ ("the Executive").

      WHEREAS, the Company considers it essential to the best interests of its
shareholders  to foster the  continued employment of  key management personnel
that are employed by the Company and/or its Affiliates; and

      WHEREAS, the Company's Board of Directors recognize that, as is the case
of many  publicly held corporations,  the possibility of  a change  in control
exists and  that such  possibility, and the  uncertainty that it  may engender
among  management, may result  in the  departure or distraction  of management
personnel to the detriment of the Company and its Affiliates and the Company's
shareholders; and

      WHEREAS,  the   Company's  Board   of  Directors  has   determined  that
appropriate  steps should be  taken to  reinforce and encourage  the continued
attention  and dedication  of members  of  the Company's  and its  Affiliates'
management,  including  the  Executive,   to  their  assigned  duties  without
distraction  in the face of potentially  disturbing circumstances arising from
the possibility of a change in control.

      NOW,  THEREFORE,  for and  in  consideration  of  the premises  and  the
respective  covenants and  obligations specified  herein,  and other  good and
valuable  consideration,  the  receipt and  sufficiency  of  which are  hereby
acknowledged, the Company and the Executive agree as follows:

1.    Defined terms:

      1.1.  "Additional Payment" shall  have the meaning set  forth in Section
4.7.

      1.2.  "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.

      1.3.  "Beneficial Owner" shall have the meaning set  forth in Rule 13d-3
under the Securities Exchange Act of 1934, as amended from time to time.

      1.4.  "Board" means the Company's Board of Directors.

      1.5.  "Cause"  for purposes of  this Agreement means  only the following
actions  or  inactions:  [i]  a  willful  material  misrepresentation  by  the
Executive  pertaining  to the  business  or  property of  the  Company or  its
Affiliates, [ii] misappropriation by the Executive of a material aspect of the
business  or property  of the Company  or its Affiliates,  [iii] the Executive
willfully causes material damage to the property or business of the Company or
its Affiliates, [iv]  willful gross neglect by the  Executive to substantially
perform the Executive's duties with the  Company or its Affiliates (other than

any such failure resulting from the Executive's incapacity due to physical  or
mental illness or any such actual or anticipated failure after the issuance of
<PAGE>






a  Notice of Termination for Good Reason  by the Executive pursuant to Section
5.1), [v] the engaging by the  Executive in willful gross misconduct resulting
in demonstrable  and material economic harm to  the Company or its Affiliates,
or [vi]  the Executive's  conviction of  a felony  that either involves  moral
turpitude or involves  some aspect of the business or  property of the Company
or its Affiliates.

      1.6.  "Change in  Control" shall be deemed to have occurred if the event
set forth in any one of the following paragraphs shall have occurred:

      A.    Any  Person  is  or  becomes the  Beneficial  Owner,  directly  or
      indirectly,   of  securities  of  the  Company  (not  including  in  the
      securities  beneficially owned  by such  Person any  securities acquired
      directly from the Company or its Affiliates) representing thirty percent
      (30%)  or  more  of the  combined  voting  power of  the  Company's then
      outstanding   securities,  excluding  any  Person  who  becomes  such  a
      Beneficial Owner  in connection with  a transaction described  in clause
      (i) of Paragraph C below; or

      B.    The following  individuals cease  for any  reason to  constitute a
      majority  of  the  number  of  directors  then  serving  on  the  Board:
      individuals who,  on the date hereof,  constitute the Board and  any new
      director (other than a director whose initial assumption of office is in
      connection with an actual or threatened election  contest, including but
      not  limited to  a  consent solicitation,  relating to  the  election of
      directors of the Company), whose appointment or election by the Board or
      nomination for  election by the  Company's shareholders was  approved or
      recommended by a vote of at least two-thirds (2/3) of the directors then
      still in  office who either were  directors on the date  hereof or whose
      appointment,  election  or nomination  for  election  was previously  so
      approved or recommended; or 

      C.    There is consummated a merger  or consolidation of the Company  or
      any direct  or  indirect  subsidiary  of  the  Company  with  any  other
      corporation [or a  share exchange between shareholders of the Company or
      any direct or indirect subsidiary of the Company and another corporation
      or entity pursuant to Article 5.02 (or any successor  provision thereto)
      of  the Texas  Business  Corporation Act]  other  than (i)  a merger  or
      consolidation which would result in the voting securities of the Company
      outstanding immediately prior to such merger or consolidation continuing
      to represent (either by remaining outstanding or by being converted into
      voting securities  of the  surviving entity or  any parent  thereof), in
      combination with the ownership of any trustee or other fiduciary holding
      securities under  an  employee  benefit  plan  of  the  Company  or  any
      subsidiary  of the  Company,  at least  fifty-one percent  (51%)  of the
      combined voting power of the securities of the Company or such surviving
      entity or any  parent thereof outstanding immediately  after such merger
      or  consolidation,  or  (ii)  a  merger  or  consolidation  effected  to
      implement a recapitalization of the Company  (or similar transaction) in
      which  no  Person  is  or  becomes  the  Beneficial  Owner, directly  or
      indirectly,  of securities  of the  Company representing  thirty percent





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      (30%)  or  more  of the  combined  voting power  of  the  Company's then
      outstanding securities; or

      D.    The  shareholders  of  the  Company  approve a  plan  of  complete
      liquidation or  dissolution of the  Company or  there is consummated  an
      agreement for the sale or disposition of all or substantially all of the
      Company's assets, other than a sale or disposition by the Company of all
      or substantially  all of  the Company's  assets to an  entity, at  least
      fifty-one  percent (51%)  of the  combined  voting power  of the  voting
      securities  of  which  are  owned  by  shareholders  of  the Company  in
      substantially the  same proportions  as their  ownership of  the Company
      immediately prior to such sale.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have
occurred  by  virtue  of the  consummation  of  any transaction  or  series of
integrated transactions immediately  following which the record holders of the
common stock of the Company immediately prior to such transaction or series of
transactions  continue to have substantially  the same proportionate ownership
in an entity which owns all or substantially all of the assets of  the Company
immediately following such transaction or series of transaction.

      1.7.  "Code" shall  mean the Internal  Revenue Code of 1986,  as amended
from time to time.

      1.8.  "Committee" shall mean  the Personnel Committee of the Board until
six months prior to the occurrence of a Change in Control and thereafter shall
mean (i) the individuals (not fewer than three in number) who, on the date six
months before a Change in Control,  constitute the Personnel Committee of  the
Board, plus (ii) in the event  that fewer than three individuals are available
from the group specified in clause  (i) above for any reason, such individuals
as may be appointed  by the individual or individuals so  available [including
for this purpose  any individual or individuals previously  so appointed under
this clause (ii)]; provided, however,  that the maximum number of  individuals
constituting the Committee shall not exceed five.

      1.9.  "Company" means American General Corporation, a Texas corporation,
and, except  in determining  under Section  1.6 hereof  whether any Change  in
Control  has  occurred,  shall  include  any  successor  to  American  General
Corporation's business and/or assets which  assumes and agrees to perform this
Agreement by operation of law or otherwise.

      1.10. "Date of Termination" shall have the meaning  specified in Section
5.1.

      1.11. "Disability" shall be deemed the reason for the termination by the
Company  of the Executive's employment, if: (i) as a result of the Executive's
incapacity due to  physical or mental  illness, the Executive shall  have been
absent from  the  full-time performance  of the  Executive's  duties with  the
Company for  a period of six  (6) consecutive months, (ii)  a physician agreed
upon  by the  Executive  (or the  Executive's  legal  representative) and  the
Company  (or,  if  the  parties  hereto are  unable  to  agree  upon  a single
physician, a third physician  agreed upon by the two physicians,  each of whom




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                     CHANGE IN CONTROL SEVERANCE AGREEMENT
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has   been  selected  by  either  the  Executive  [or  the  Executive's  legal
representative] or the Company) shall  have determined that the Executive will
be incapable, due to physical  or mental illness, of substantially  performing
the Executive's duties and responsibilities to the Company or its  Affiliates,
(iii) the Company shall have given the Executive a Notice of Termination based
on  Disability,  and (iv)  within  thirty  (30)  days  after  such  Notice  of
Termination is given, the Executive  shall not have returned to the  full-time
performance of the Executive's duties. 

      1.12. "Good Reason" for termination of the Executive's employment by the
Executive means the occurrence  of any one or  more of the following,  without
the Executive's express written consent, on or after any Change in Control, or
during an applicable  Period of Anticipated Change in Control,  but, in either
case, only as specified below in Section 4.4:

            1.12.1.   A  material  reduction in  the  nature or  scope of  the
      Executive's authorities  or duties from the  Executive's authorities and
      duties  either [i] immediately prior  to the date  on which  a Change in
      Control  occurs or  [ii] immediately  prior to  a Period  of Anticipated
      Change in Control  during which a  material reduction  in the nature  or
      scope  of the Executive's authorities or duties occurs at the request of
      the  Person causing  the Company  to be  in such  Period of  Anticipated
      Change in Control, as the case may be.

            1.12.2.   A reduction in the Executive's  annual base salary as in
      effect either [i] immediately  prior to  the date on  which a Change  in
      Control  occurs or  [ii] immediately prior  to a  Period of  Anticipated
      Change  in Control during  which the  Executive's annual base  salary is
      reduced at the request  of the Person causing the Company  to be in such
      Period of Anticipated Change in Control, as the case may be.

            1.12.3.     A  diminution   in  the  Executive's   eligibility  to
      participate or level of participation in bonus,  stock option, incentive
      award  and  other  compensation  plans  which  provide  opportunities to
      receive  compensation,  from  the  greater  of:  (a)  the  opportunities
      provided by the Company (including  its Affiliates) for other executives
      with the Company  (including its Affiliates)  with comparable duties  or
      (b) the opportunities under any such plans under which the Executive was
      participating either [i] immediately prior to the date on which a Change
      in  Control occurs or [ii] immediately prior  to a Period of Anticipated
      Change in Control during  which the Executive's eligibility or  level of
      participation is  diminished at  the request of  the Person  causing the
      Company to be in  such Period of Anticipated  Change in Control, as  the
      case may be.












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            1.12.4.   A diminution in the Executive's  benefits (including but
      not limited to  pension, thrift, medical, dental,  life insurance, long-
      term disability plans) and perquisites applicable to Executive, from the
      greater of: (a) the employee benefits and prerequisites provided by  the
      Company (including  its Affiliates) to other  executives with comparable
      duties with the Company (including  its Affiliates) or (b) the  employee
      benefits and perquisites to which the Executive was entitled  either [i]
      immediately prior  to the date  on which a  Change in Control  occurs or
      [ii] immediately  prior to  a Period  of Anticipated  Change in  Control
      during  which the Executive's benefits are reduced at the request of the
      Person causing the Company to be in such Period of Anticipated Change in
      Control, as the case may be.

            1.12.5.   A change  in the location  of the  Executive's principal
      place of  employment by  the Company  (or its  Affiliates) by more  than
      fifty (50) miles from  the location where the Executive  was principally
      employed either [i]  immediately prior to the date on  which a Change in
      Control occurs  or [ii]  immediately prior  to a  Period of  Anticipated
      Change in  Control during which  there occurs the Executive's  change of
      location at the request of the Person causing the Company to be in  such
      Period of Anticipated Change in Control, as the case may be.

            1.12.6.  A determination by the Board that as a result of a Change
      in Control  or the  occurrence of an  event that  commences a  Period of
      Anticipated  Change in Control and  a change in circumstances thereafter
      significantly affecting  the Executive's position,  the Executive  is or
      shall be  unable to exercise  the authorities or duties  attached to the
      Executive's position as in effect immediately prior to the date on which
      the Change in Control occurs or will occur. 

      1.13. "Notice of Termination" has the meaning specified in Section 5.1.

      1.14. "Period of Anticipated Change in Control" shall have the following
meaning for the purposes of this Agreement: the  Company shall be deemed to be
in a Period  of Anticipated Change in Control during  the time which commences
when  either [a] a Person has submitted a  written offer to the Company which,
if  accepted by the Company, would result  in an agreement the consummation of
which would constitute a Change in Control and/or [b]  the Company has entered
into a written signed agreement with a Person  the consummation of which would
constitute a Change in  Control.  The Period of Anticipated  Change in Control
ends when the Company either rejects such written offer or terminates, cancels
or consummates such agreement.   There may be more than one  period of time in
which the Company is in a Period of Anticipated Change in Control.

      1.15. "Person"  has the  meaning  specified in  Section  3(a)(9) of  the
Securities Exchange  Act of 1934  (as amended from  time to time)  and used in
Sections 13(d) and 14(d) thereof, except that such term shall not include  [i]
the Company  or any  of its subsidiaries,  [ii] a  trustee or  other fiduciary
holding securities under an employee benefit plan of the Company or any of its
Affiliates, [iii] an underwriter temporarily holding securities pursuant to an
offering  of such  securities,  or  [iv]  a  corporation  owned,  directly  or





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indirectly,  by  the shareholders  of the  Company  in substantially  the same
proportions as their ownership of stock of the Company.

2.    This Agreement is not a contract of employment and does not modify
      the at-will nature of the Executive's employment relationship:

      2.1.  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, 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.

      2.2.  Notwithstanding any  provision herein  to the contrary,  except as
provided in Section 4.7, no payments shall be due or  payable pursuant to this
Agreement  unless [i] the Executive has remained  in the employ of the Company
or one  of  its  Affiliates  until  there occurs,  during  the  Term  of  this
Agreement, a  Change in Control,  or there  occurs an event  that commences  a
Period  of  Anticipated  Change  in  Control, and  then  [ii] the  Executive's
employment by the Company  or one of its  Affiliates is terminated during  the
Term of this Agreement either by the  Company or the Executive as specified in
Section 4.4.

      2.3.  If the Executive is employed not by the  Company itself but by one
of the Company's  Affiliates, then if, during  the Term of this  Agreement but
prior to a Change  in Control and prior to  a Period of Anticipated  Change in
Control during which the Person  seeking to acquire the Company  requests that
such Affiliate be sold or disposed of, the Company sells or otherwise disposes
of such Affiliate  whereby the Company no longer owns or controls, directly or
indirectly, at least  a majority  of the stock  having the  right to vote  for
directors or of the  equity interest of  such Affiliate, this Agreement  shall
automatically  terminate thirty  days  thereafter if  the  Executive does  not
within such thirty day period of time following the sale or  other disposition
become  an employee  of the  Company or  one of  its  remaining majority-owned
Affiliates.

3.    Term and termination of this Agreement:

      3.1.  The Term  of this Agreement  shall commence on the  Effective Date
and  end on  March 31,  2000.   However, if  a  Change in  Control shall  have
occurred  prior  to  March 31,  2000,  the  Term of  this  Agreement  shall be
automatically  extended for  a  period of  thirty-six  (36) complete  calendar
months commencing with the month immediately  following the month in which the
Change in Control occurs.   Moreover, if March 31, 2000 falls  within a Period
of Anticipated  Change  in  Control,  the  Term of  this  Agreement  shall  be
automatically extended  until either [i]  the Period of Anticipated  Change in
Control ceases without resulting in a Change in Control or [ii] if such Period
of Anticipated Change in Control  results in a Change in Control,  for thirty-
six (36)  complete  calendar  months commencing  with  the  month  immediately




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following  the month in which such Change  in Control occurs.  Upon expiration
of the Term  of this Agreement, this Agreement  shall automatically terminate.
The termination of this Agreement  under this Section 3.1 shall not  under any
circumstances constitute an event which obligates the Company to make payments
or to extend benefits to the Executive pursuant to this Agreement.

      3.2.  This Agreement can not be  terminated by the Company prior to  the
expiration of its Term  except upon either [a]  the death of the  Executive or
[b] the Company terminating the  Executive's employment based on Disability in
accordance with  Section  1.11.    Upon either  event,  this  Agreement  shall
automatically terminate.   The termination  of this Agreement  because of  the
death  or  Disability of  the  Executive  shall  not under  any  circumstances
constitute an event which obligates the Company to make payments  or to extend
benefits to the Executive pursuant to  this Agreement.  However, in the  event
that the Executive dies  or incurs a Disability  after the Company has  become
obligated  to make payments or extend  benefits to the Executive under Section
4.4 hereof,  the death  or Disability  of the Executive  shall not  affect the
Executive's right, or the rights of the Executive's heirs, legatees, executors
or administrators,  to receive such payments or benefits (if such benefits are
applicable after death or Disability).

4.    Company's  obligations  to Executive  upon  Change  in Control  or
      during a Period of Anticipated Change in Control:

      4.1.  After a Change in Control or during a Period of Anticipated Change
in Control, which, in either case,  occurs during the Term of this  Agreement,
if  there occurs any  period during which  the Executive fails  to perform the
Executive's full-time duties with the Company  or its Affiliates, as the  case
may be,  as a  result of  incapacity due  to physical  or mental  illness, the
Company shall  pay, or if the Executive is employed by an Affiliate, cause the
Affiliate to pay,  the Executive's full  base salary to  the Executive at  the
rate in  effect at  the commencement  of any  such period,  together with  all
compensation and  benefits payable  to the  Executive under  the terms  of any
compensation or benefit plan, program or arrangement maintained by the Company
during  such period,  until the  Executive's employment  is terminated  by the
Company or its Affiliate for Disability or death; provided, however, that such
salary payments shall be reduced by the sum of the amounts, if any, payable to
the Executive  at  or prior  to the  time  of any  such salary  payment  under
disability benefit plans of the Company or its  Affiliates or under the Social
Security  disability  insurance  program, which  amounts  were  not previously
applied to reduce any such salary payment. 

      4.2.  During  the Term of this  Agreement, if the Executive's employment
shall be terminated  for any reason other than Disability or death following a
Change in Control, or if the Executive's employment shall be terminated during
a Period of Anticipated Change in Control at the request of the Person seeking
to acquire the Company, the Company shall pay, or if the Executive is employed
by an Affiliate, cause the Affiliate to pay, the Executive's full  base salary
to  the  Executive through  the  Date of  Termination  at the  rate  in effect
immediately prior to the Date of Termination or, if higher, the rate in effect
immediately  prior to  the  first  occurrence  of  an  event  or  circumstance
constituting Good Reason,  together with all compensation and benefits payable




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to the  Executive through  the  Date of  Termination under  the  terms of  the
Company's  compensation and  benefit  plans, programs  or  arrangements as  in
effect immediately prior to the  Date of Termination or, if more  favorable to
the Executive, as  in effect immediately prior  to the first occurrence  of an
event or circumstance constituting Good Reason. 

      4.3.  In addition, but  not in duplication  of the benefits  provided in
Sections 4.5  and 4.6,  the Company  shall pay, or  cause to  be paid,  to the
Executive the  Executive's post-termination compensation and  benefits as such
payments become due.  Such post-termination compensation and benefits shall be
determined  under, and paid in accordance with, the Company's compensation and
benefit plans as in effect immediately prior to the Date of Termination or, in
the  case of a termination of the  Executive's employment by the Executive for
Good Reason and if more favorable  to the Executive, as in effect  immediately
prior  to the occurrence of the first  event or circumstance constituting Good
Reason that is specified  in the Executive's Notice of  Termination; provided,
however, that  the  Company  shall have the  right at any  time, even  after a
Change in Control, to effect amendments, changes, or  modifications to any and
all  compensation and  benefit plans,  programs or  arrangements that  are not
substantial and material.

      4.4.  [A]     If, during  the Term  of this  Agreement, the  Executive's
employment is  terminated on or after a  Change in Control other  than: (a) by
the  Company or  an Affiliate  for  Cause, (b)  by reason  of  the Executive's
Disability or death,  or (c) by  the Executive without  Good Reason; then,  in
addition to the Company's obligations specified  above in Sections 4.1 through
4.3,  the Company shall pay, or if  the Executive is employed by an Affiliate,
cause  the  Affiliate  to  pay,  the Executive  the  amounts  and  provide the
Executive the benefits described in Sections 4.5 through 4.11.

      [B]   During  the  Term  of  this  Agreement   and  notwithstanding  any
provisions of Subsection [A] above to the contrary, the Executive's employment
shall be  considered  to have  been terminated  under  Subparagraph [A]  under
circumstances that obligate  the Company to pay the  Executive the amounts and
provide the Executive  the benefits described in Sections 4.5  through 4.11 if
the  Executive's  employment is  terminated by  the  Company or  its Affiliate
during a Period of  Anticipated Change in Control (whether or  not a Change in
Control ever occurs) and  such termination was at the request of  a Person who
either [i] had entered into the written signed  agreement with the Company the
consummation of  which  would constitute  a  Change  in Control  or  [ii]  had
submitted a  written offer to the  Company which, if accepted  by the Company,
would result in  an agreement  the consummation  of which  would constitute  a
Change in Control.

      [C]   During  the  Term  of  this  Agreement  and  notwithstanding   any
provisions of Subsection [A] above to the contrary, the Executive's employment
shall be  considered to  have  been terminated  under Subparagraph  [A]  under









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circumstances that obligate  the Company to pay the  Executive the amounts and
provide the Executive the benefits described in Sections 4.5 through 4.11, if:
(i)  an  event  that  constitutes  Good  Reason  occurs  during  a  Period  of
Anticipated Change  in Control;  (ii) such event  occurs at  the request of  a
Person who either  [a] had entered into the written  signed agreement with the
Company the consummation of which would  constitute a Change in Control or [b]
had  submitted  a written  offer  to the  Company  which, if  accepted  by the
Company,  would  result in  an  agreement  the  consummation  of  which  would
constitute a  Change in Control;  (iii) the Executive notifies the  Company in
writing as promptly as possible, and no later than three (3)  months after the
first event which constitutes Good Reason,  of the Executive's position that a
event which constitutes Good  Reason occurred at  the request of such  Person;
(iv)  the Period  of Anticipated  Change in  Control in  fact culminates  in a
Change in Control; and (v) the  Executive refrains from providing a Notice  of
Termination   and   continues   to   perform   the   Executive's  duties   and
responsibilities until  at least sixty  (60) days  after a  Change in  Control
occurs  as a  result of  the  Person having  entered into  the written  signed
agreement with  the  Company or  having  submitted the  written offer  to  the
Company.

      [D]   The right of the Executive to terminate employment for Good Reason
under  Section [C] hereof is  based solely on an  event or events constituting
Good Reason that occur during a Period of Anticipated Change in  Control.  The
right of the  Executive to terminate employment for Good  Reason under Section
[A] hereof is in addition to the Executive's right to terminate employment for
Good Reason  under  Section [C]  but is  based solely  on an  event or  events
constituting  Good Reason that  occur on or  after a  Change in Control.   The
Executive may give a Notice of  Termination under Section [A] immediately  the
occurrence of the event or events  constituting Good Reason [i.e., there is no
requirement under  Section [A]  that the  Executive refrain  from providing  a
Notice  of  Termination and  continue to  perform  the Executive's  duties and
responsibilities  until at least sixty  (60) days after  the Change in Control
occurs].

      4.5.  If  a  termination of  the  Executive's  employment  described  in
Section 4.4 hereof shall have occurred, in lieu of any further salary payments
to the Executive for periods subsequent to the Date of Termination and in lieu
of any  severance benefits  otherwise payable  to the  Executive, the  Company
shall pay,  or  if  the Executive  is  employed  by an  Affiliate,  cause  the
Affiliate to  pay,  to the  Executive a lump  sum severance payment,  in cash,
equal to three (3) times the sum of [i] the Executive's annual base  salary as
in effect immediately  prior to the Date  of Termination or, in the  case of a
termination of the Executive's employment by the Executive for Good Reason and
if  more favorable  to the Executive,  as in  effect immediately prior  to the
occurrence of the first event or circumstance constituting Good Reason that is
specified  in  the Executive's  Notice of  Termination,  and [ii]  the average
annual bonus earned by  the Executive pursuant to  any annual bonus or  annual
incentive plan  maintained  by  the  Company  or an  Affiliate  in  which  the
Executive participated in respect of the three fiscal years ending immediately
prior to the  fiscal year in which  occurs the Date of Termination  or, in the
case of a termination of the Executive's employment  by the Executive for Good
Reason and if more  favorable to the Executive, the three  fiscal years ending




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<PAGE>






immediately prior  to the  fiscal  year in  which occurs  the  first event  or
circumstance constituting  Good Reason  that is  specified in  the Executive's
Notice of  Termination; provided, however, that if  there are fewer than three
such bonuses earned by  the Executive in the applicable three-year period, the
average annual bonus  shall be calculated by dividing the  total amount of the
annual bonuses paid by the number of annual bonuses paid; and provided further
that  if the  Executive  has been  so  recently hired  by  the Company  or  an
Affiliate  that  he has  not earned  any  annual bonus  which  can be  used to
calculate an average bonus pursuant  to this provision, he shall be  deemed to
have  earned an average annual bonus  determined by multiplying his applicable
base salary by a fraction, the numerator of which is the total of  the average
annual  bonuses of all  employees of the  Company and its  Affiliates who have
change in control severance agreements  with the Company immediately prior  to
the Executive's Date of Termination and the denominator of  which is the total
of the applicable base salaries  of such employees (as such terms  are defined
in their respective change  in control severance agreements and  determined as
if such employees had been terminated without Cause as of the Executive's Date
of Termination).

      4.6.  If  a  termination  of  the  Executive's employment  described  in
Section 4.4 hereof shall  have occurred, for the thirty-six  (36) month period
immediately following  the Date of  Termination, the Company shall  arrange to
provide the  Executive and  the Executive's  dependents  with life,  accident,
medical, and dental insurance benefits substantially similar to those provided
to the Executive  and to the  Executive's dependents immediately prior  to the
Date  of Termination  or,  in the  case of  a  termination of  the Executive's
employment  by the  Executive for  Good Reason  and if  more favorable  to the
Executive, as in effect immediately prior to the occurrence of the first event
or circumstance constituting Good Reason, at no greater  cost to the Executive
than the  cost to the Executive  immediately prior to such  date or occurrence
that is specified in the Executive's Notice of Termination; provided, however,
that  the Company  shall  have the  right  to effect  amendments,  changes, or
modifications to any and all benefit  plans, programs or arrangements that are
not substantial  and material  and such  amendments, changes or  modifications
shall apply to the Executive's benefits.  Benefits otherwise receivable by the
Executive pursuant  to this Section 4.6 may be  reduced to the extent benefits
of  the same  type are  received by or  made available  to the  Executive by a
successor  employer during  the  thirty-six (36)  month  period following  the
Executive's termination  of employment (and  any such benefits received  by or
made  available  to the  Executive shall  be  reported to  the Company  by the
Executive); provided,  however, that the Company shall reimburse the Executive
for the excess, if any, of the  reasonable and necessary cost of such benefits
to  the Executive over such cost immediately  prior to the Date of Termination
or,  in  the  case of  a  termination  of the  Executive's  employment  by the
Executive for Good Reason and if more favorable to the Executive, as in effect
immediately  prior  to  the occurrence  of  the  first  event or  circumstance
constituting  Good  Reason that  is  specified in  the  Executive's  Notice of
Termination.  As  provided in Section 6.2,  the Company may withhold  from any
payments made  or benefits  provided pursuant to  this Agreement  all federal,
State,  city, or  other  taxes as  may  be  required pursuant  to  any law  or
governmental regulation or ruling.





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      4.7.  [A]   Regardless whether  or not a termination  of the Executive's
employment described  in Section 4.4 shall  have occurred, to the  extent that
any  of the payments  or benefits (excluding  payments to be  made pursuant to
this Section 4.7)  received or  to be  received by the  Executive (the  "Total
Payments")  in  connection  with  a  Change  in  Control  or  the  Executive's
termination  of  employment (whether  or  not  such payments  or  benefits are
provided  pursuant  to  the  terms  of  this  Agreement  or  any  other  plan,
arrangement or  agreement with  the Company,  with any  Persons whose  actions
result in a  Change in Control, or with any Person affiliated with the Company
or such Person) will be subject  to the excise tax imposed by  Section 4999 of
the Code,  or any  successor provision  of the  Code (any  such excise  tax is
referred  to in this Section as the "Excise Tax"), then the benefit or payment
shall  be  increased  by  an  amount  (referred  to  in  this  Section as  the
"Additional Payment")  such that  the net  amount received  by the  Executive,
after paying any applicable Excise Tax and any  federal, State or local income
or FICA taxes  on such Additional Payment,  shall be equal to  the amount that
the Executive  would have received if  such Excise Tax were  not applicable to
the Total Payments.

      [B]   For purposes of determining whether any of the Total Payments will
be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the
Total Payments shall be treated as "parachute payments" [within the meaning of
Section 280G(b)(2) of the  Code] unless, in the  opinion of tax counsel  ("Tax
Counsel")  reasonably  acceptable  to  the  Executive  and   selected  by  the
accounting firm which  was, immediately prior  to the Change  in Control,  the
Company's  independent auditor (the "Auditor"), such  payments or benefits (in
whole or in part) do not constitute parachute payments, including by reason of
Section 280G(b)(4)(A) of the Code; (ii) all "excess parachute payments" within
the meaning of Section  280G(b)(1) of the Code shall be  treated as subject to
the Excise  Tax unless, in the  opinion of Tax Counsel,  such excess parachute
payments  (in whole or in part) represent reasonable compensation for services
actually rendered [within the meaning of Section 280G(b)(4)(B) of the Code] in
excess of  the base amount  [as the term  "base amount" is  defined in Section
280G(b)(3) of  the Code]  allocable to  such reasonable  compensation, or  are
otherwise not subject  to the Excise Tax;  and (iii) the value of  any noncash
benefits or any deferred payment or benefit shall be determined by the Auditor
in accordance with the principles of Sections 280G(d)(3) and (4)  of the Code.
For  purposes  of determining  the  amount  of  the  Additional  Payment,  the
Executive shall be deemed  to pay federal income  tax at the highest  marginal
rate of federal income  taxation in the calendar year in  which the Additional
Payment is to be made and State and local income taxes at the highest marginal
rate of taxation in the State and locality of the Executive's residence on the
Date of Termination  (or if there is no Date of  Termination, then on the date
on which  the Additional Payment  is calculated  for purposes of  this Section
4.7), net  of the maximum  reduction in  federal income taxes  which could  be
obtained from deduction of such State and local taxes.










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<PAGE>






      [C]   In the event that the Excise Tax is finally determined  to be less
than the  amount taken  into account hereunder  in calculating  the Additional
Payment, the Executive  shall repay to  the Company, within ten  business days
immediately following the date that the amount of such reduction in the Excise
Tax is finally  determined, the portion of the Additional Payment attributable
to the  amount of such reduction  (including the Excise Tax  component and the
federal,  State  and  local  income  and  employment  tax  components  of  the
Additional Payment) to the extent  that such repayment results in  a reduction
in the Excise Tax and a dollar-for-dollar reduction in the Executive's taxable
income and  wages  for  purposes  of  federal,  State  and  local  income  and
employment taxes, plus interest on the amount of such repayment at 120% of the
rate provided in  Section 1274(b)(2)(B) of  the Code.   In the event  that the
Excise Tax is determined to exceed the amount taken into  account hereunder in
calculating the  Additional Payment  (including by reason  of any  payment the
existence  or  amount  of  which  cannot be  determined  at  the  time  of the
Additional  Payment), the  Company shall  make another  Additional  Payment in
respect of such excess (plus any  interest, penalties or additions payable  by
the Executive with  respect to such excess) within the  ten (10) business days
immediately  following the  date that  the amount  of  such excess  is finally
determined.   The Executive and  the Company  shall each reasonably  cooperate
with the other in  connection with any administrative or  judicial proceedings
concerning the existence or amount of liability for Excise Tax with respect to
the Total Payments. 

      4.8.  If  a  termination  of  the Executive's  employment  described  in
Section 4.4 hereof shall  have occurred, the Company shall  promptly reimburse
to  the  Executive all  reasonable  attorneys  fees and  expenses  necessarily
incurred  by  the Executive  in disputing  in  good faith  any issue  with the
Company or its Affiliates pursuant to  this Agreement or lodging in good faith
any claim,  demand or cause  of action against  the Company or  its Affiliates
pursuant to this Agreement; provided, however, that  the Company shall have no
obligation to  reimburse the  Executive for such  attorneys fees  and expenses
unless the Executive is the prevailing party as to such dispute, claim, demand
or cause of action.

      4.9.  If  a  termination  of  the  Executive's employment  described  in
Section  4.4  hereof  shall  have  occurred,  the  Company  shall  provide the
Executive with outplacement services suitable  to the Executive's position for
a period of nine months  after the Date of  Termination or, if earlier,  until
the first acceptance by the Executive of an offer of employment.

      4.10. If  (i)  the Executive  is  or  has  been granted  stock  options,
restricted  stock, or  other similar  equity-based awards,  whether  before or
after the Effective Date,  pursuant to plans,  programs or arrangements  which
provide that  the Executive shall become fully vested upon a Change in Control
and  (ii) the  definition of  change in  control  in such  plans, programs  or
arrangements  does not  provide for vesting  upon the  occurrence of  an event
creating  a Period of Anticipated Change in  Control, then the following shall
apply:  The  requisite change in  control for purposes  of vesting under  such
plans,  programs or arrangements shall be  deemed to have occurred immediately
prior to a termination described  in subparagraphs (1) or (2) of  this Section
4.10 if either --




                              -- Page 12 of 19 --
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<PAGE>






      (1)   The Executive's  employment is  terminated  by the  Company or  an
      Affiliate  without Cause  (and not  for  Disability or  death) during  a
      Period  of Anticipated  Change in Control  (whether or  not a  Change in
      Control ever occurs) and such termination was at the request of a Person
      who either  [i] had entered  into the written signed  agreement with the
      Company the consummation of  which would constitute a Change  in Control
      or [ii] had submitted  a written offer to the Company which, if accepted
      by the Company, would result  in an agreement the consummation  of which
      would constitute a Change in Control; or

      (2)   During the Term  of this Agreement, the  Executive's employment is
      terminated as follows: (i) an  event that constitutes Good Reason occurs
      during a Period of Anticipated Change in Control; (ii) such event occurs
      at  the request of a Person who  either [a] had entered into the written
      signed  agreement  with  the  Company the  consummation  of  which would
      constitute a Change in  Control or [b] had submitted a  written offer to
      the  Company which,  if accepted  by  the Company,  would  result in  an
      agreement  the  consummation  of  which would  constitute  a  Change  in
      Control; (iii) the Executive notifies the Company in writing as promptly
      as possible, and  no later than three  (3) months after the  first event
      which constitutes Good Reason, of the Executive's position that an event
      which constitutes  Good Reason occurred  at the request of  such Person;
      (iv) the Period of Anticipated Change in Control in fact culminates in a
      Change in Control; and (v) the  Executive shall refrain from providing a
      Notice  of Termination  and shall  continue to  perform  the Executive's
      duties  and  responsibilities until  at least  sixty  (60) days  after a
      Change in Control occurs as  a result of the Person having  entered into
      the written  signed agreement with the  Company or having  submitted the
      written offer to the Company.

      4.11. The  payments  provided to  the Executive  or for  the Executive's
benefit in Sections 4.5 and 4.7[A] shall be made not later than the tenth (10)
business day following the Date of Termination; provided, however, that if the
amounts  of such payments cannot be finally determined on or before such date,
the Company shall pay to the Executive on such day an estimate of the payments
under  Section 4.5,  as determined  in  good faith  by the  Executive  and the
Company,  and an estimate of the payments  under Section 4.7[A], as determined
in accordance with Section  4.7[A] hereof, the estimate in each case  to be of
the  minimum  amount  of  such  payments to  which  the  Executive  is clearly
entitled, and shall pay the remainder of such payments [together with interest
on  the unpaid remainder  (or on all  such payments to  the extent the Company
fails to make such payments when due)  at 120% of the rate provided in Section
1274(b)(2)(B) of the Code] as soon as the amount thereof can be determined but
in no event later than sixty (60) days  after the Date of Termination.  In the
event that the amount of the estimated payment exceeds the amount subsequently
determined  to have  been due,  such excess  shall  constitute a  loan by  the
Company to the Executive, payable on the tenth (10) business day after  demand
by the Company.   At the time the payments are made  under this Agreement, the
Company shall provide the Executive with a written statement setting forth the
manner  in  which such  payments  were  calculated  and  the  basis  for  such
calculations, including, without limitation, any opinions or  other advice the
Company  has received  from Tax  Counsel, the  Auditor,  or other  advisors or




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                     CHANGE IN CONTROL SEVERANCE AGREEMENT
<PAGE>






consultants  and any  such opinions or  advice which  are in  writing shall be
attached to the statement.

5.    Termination procedures; resolution  of disputes; arbitration;  and
      no duty to mitigate:

      5.1.  After a Change in Control or during a Period of Anticipated Change
in  Control, and  in  either case,  during  the Term  of  this Agreement,  any
purported termination of  the Executive's employment (other than  the death of
the Executive) shall be  communicated by a written notice  of termination from
one party  to  the  other in  accordance  with  Section 6.6  (the  "Notice  of
Termination").  The  Notice  of  Termination  shall  specify  the  termination
provision in  this Agreement  relied upon  and shall  set forth  in reasonable
detail the facts and circumstances claimed to provide a basis  for termination
of  the  Executive's  employment pursuant  to  this  Agreement.   The  date of
termination ("Date of  Termination") of the Executive's employment pursuant to
this Agreement shall  be [i] if the  Executive's employment is  terminated for
Disability,  thirty (30) days  after the Notice  of Termination  is given, and
[ii] if  the Executive's employment  is terminated pursuant to  this Agreement
for any other  reason, the date specified in the Notice of Termination [which,
in the case of  termination by the Company or  an Affiliate shall not  be less
than thirty (30)  days, except in the case of termination for Cause, which may
be immediate, and, in the case of a termination by the Executive, shall not be
less than fifteen (15) days nor more  than sixty (60) days, from the date such
Notice of Termination is given].

      5.2.  All claims by  the Executive for  payments or benefits  under this
Agreement shall be  in writing, shall set  forth the specific reasons  for the
basis of the Executive's claim  and the specific provisions of this  Agreement
relied upon,  shall be submitted to the Committee, and shall be decided by the
Committee.   Any denial by the  Committee of a claim  for payments or benefits
under this Agreement  shall be delivered to the Executive in writing and shall
set forth the specific reasons  for the denial and the specific  provisions of
this  Agreement  relied  upon.    The  Committee  shall  afford  a  reasonable
opportunity to the  Executive for a review of the decision denying a claim and
shall further allow  the Executive to  file with the  Committee, within  sixty
(60)  days after notification by the Committee  that the Executive's claim has
been denied,  a request that  the Committee  re-consider its  decision.   Upon
receipt of  such a  request, the Committee  shall reconsider its  decision and
notify the Executive of the Committee's decision on reconsideration.

      5.3.  [A]   Any  further  dispute  or controversy  arising  under or  in
connection  with this  Agreement and  all claims,  demands, causes  of action,
disputes,  controversies, and  other matters  in  question 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
Executive,   the   Company,   its    Affiliates,   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




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                     CHANGE IN CONTROL SEVERANCE AGREEMENT
<PAGE>






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 enforceable
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
arbitrators  are  authorized  to award  attorneys  and  fees  and expenses  as
authorized in this Agreement.

      [C]   The arbitration may be initiated by  any party by providing to the
other party a written notice of arbitration specifying the claims.   Within 30
days  of the notice of initiation of  the arbitration procedure, the Executive
shall  denominate  one  arbitrator  and   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 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 and a  mere appearance or impression  of bias will not  constitute
evident partiality or otherwise disqualify an arbitrator.

      [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 Agreement 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





                              -- Page 15 of 19 --
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<PAGE>






reporters.    Judgment  upon  any  award  rendered  in  any  such  arbitration
proceeding may be entered by any federal or state court having jurisdiction.  

      5.4.  If during the  Term of this  Agreement the Executive's  employment
terminates  under conditions  that  require the  Company to  make  payments or
extend benefits pursuant to Section 4.4, the Executive is not required to seek
other employment or to attempt in any way to reduce the amounts payable to the
Executive under Section  4.4 (other than an  obligation to incur no  more than
reasonable and necessary attorneys fees).  Further,  the amount of any payment
or benefit required pursuant to this Agreement (other than pursuant to Section
4.6) shall not be reduced or offset by any compensation or benefit that may be
earned by the  Executive as a result  of employment by another  employer after
termination  of the  Executive's employment  hereunder by  the Company  or its
Affiliates, by  retirement benefits, or against any  amount claimed to be owed
by  the  Executive  to  the  Company unless  such  amount  is  evidenced  by a
promissory note or contract signed by the Executive. 

6.    Miscellaneous:

      6.1.  The applicable  law and the  forum for resolution  of any disputes
arising  out of  this Agreement  are specified in  the agreement  to arbitrate
contained in Section 5.3.

      6.2.  The  Company  may  withhold  from any  payments  made  or benefits
provided pursuant  to this Agreement all federal,  State, city, or other taxes
as may be required pursuant to any law or governmental regulation or ruling.

      6.3.  Except as  provided in Sections 4.4[C]  and 4.10(2) no  failure by
either party  hereto at any  time to give  notice of any  breach by  the other
party of,  or to require compliance  with, any condition or  provision of this
Agreement shall be  deemed a  waiver of  similar or  dissimilar provisions  or
conditions at the same or at any prior or subsequent time.

      6.4.  This Agreement shall  be binding upon and inure  to the benefit of
the Company and  any other person, association, or entity  which may hereafter
acquire or  succeed to all or substantially  all of the business  or assets of
the Company  by any  means whether  direct or  indirect, by purchase,  merger,
consolidation, or  otherwise.  In  addition to the obligations  imposed by law
upon any  successor to  the Company, the  Company shall require  any successor
(whether direct or indirect, by purchase,  merger, consolidation or otherwise)
to all or  substantially all of the business  and/or assets of the  Company to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that  the Company would be required  to perform it if  no such
succession had taken  place.  Failure of the Company to obtain such assumption
and  agreement prior to  the effectiveness of  any such succession  shall be a
breach of this Agreement and shall  entitle the Executive to compensation from
the Company in the same amount and on the same terms as the Executive would be
entitled to  hereunder  if the  Executive were  to  terminate the  Executive's
employment  for Good  Reason  after a  Change  in  Control, except  that,  for
purposes of implementing  the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination.





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<PAGE>






      6.5.  The Executive's rights and  obligations pursuant to this Agreement
are personal  to the Executive and  such rights, benefits, and  obligations of
the Executive shall  not be voluntarily or involuntarily  assigned, alienated,
or transferred, whether by  operation of law or  otherwise, without the  prior
written consent of  the Company, except through a transfer  by testament or by
the laws of descent  or distribution upon the death of the  Executive.  In the
event  of any attempted  assignment or transfer contrary  to this Section 6.5,
the Company shall  have no  liability to  pay any  amount so  attempted to  be
assigned  or transferred.   This  Agreement shall  be enforceable  against the
Executive  and the  Executive's  personal  and legal  representatives,  heirs,
legatees, executors and administrators.

      6.6.  For  purposes   of  this   Agreement,   notices  and   all   other
communications provided for herein shall be in writing and  shall be deemed to
have been duly given when personally delivered or when mailed by United States
registered  or  certified  mail, return  receipt  requested,  postage prepaid,
addressed as follows:

      If to the Company:      American General Corporation
                  2929 Allen Parkway
                  Houston, Texas 77019
                  Attention: General Counsel

      If  to the  Executive,  to the  Executive's last  known  address on  the
records of the Company.

Either the  Company or the Executive  may furnish a  change of address  to the
other  in writing  in accordance  herewith, except  that notices of  change of
address shall be effective only upon receipt.

      6.7.  It  is  a  desire  and  intent  of the  parties  that  the  terms,
provisions,  covenants  and  remedies contained  in  this  Agreement  shall be
enforceable to  the  fullest extent  permitted  by law.    If any  such  term,
provision, covenant, or remedy of this Agreement or the application thereof to
any person, association,  or entity or circumstances shall, to  any extent, be
construed to be invalid or unenforceable in whole or in part,  then such term,
provision, covenant, or remedy shall be construed  in a manner so as to permit
its enforceability under the applicable law to the fullest extent permitted by
law.    In  any  case,  the remaining  provisions  of  this  Agreement  or the
application thereof to  any person,  association, or  entity or  circumstances
other than those to which they  have been held invalid or unenforceable, shall
remain in full force and effect.

      6.8.  Each  of  the  Company  and  the  Executive  acknowledges that  no
representation, inducement, promise, or agreement, oral or written, express or
implied, has  been made by  the other with  respect to the  subject matters of
this Agreement which are not expressed in this Agreement.  Except for  benefit
and compensation  plans and  grant documents thereunder  that contain  express
change in control provisions, this Agreement  constitutes the entire agreement
of the parties with regard to  the Company's Change in Control obligations  to
the  Executive;  terminates any  prior  severance  agreements,  including  the
existing Severance  Agreement  between  the Company  and  the  Executive;  and




                              -- Page 17 of 19 --
                     CHANGE IN CONTROL SEVERANCE AGREEMENT
<PAGE>






replaces and  merges previous  agreements  and discussions  pertaining to  the
Company's  Change in  Control obligations  to Executive.   No  modification or
amendment  of this  Agreement will  be effective  unless such  modification or
amendment is in  writing and  signed by  the party whose  rights are  affected
thereby.



















































                              -- Page 18 of 19 --
                     CHANGE IN CONTROL SEVERANCE AGREEMENT
<PAGE>






IN WITNESS WHEREOF, the parties have executed and delivered this Agreement  to
be effective as of the Effective Date stated above.

                                    AMERICAN GENERAL CORPORATION 


                                    By:   ____________________________
                                          Jon P. Newton
                                          Vice Chairman of the Board


                                    EXECUTIVE


                                    By:   ____________________________
                                          FullName~








































                              -- Page 19 of 19 --
                     CHANGE IN CONTROL SEVERANCE AGREEMENT
<PAGE>