FIRST AMENDMENT TO
                             EMPLOYMENT AGREEMENT

      This First Amendment to the Employment Agreement made as of February 1,
1998 (the "Agreement") between American General Corporation, a Texas corpora-
tion (the "Company") and Robert M. Devlin (the "Executive") is made on April
30,  1998.

      1.  Section 8(e)(ii) of the Agreement is hereby amended by the addition
of the following new paragraph at the end thereof:

            "If the Executive is projected to attain age 60 while he is em-
      ployed by the Company and while he holds shares of the Company's common
      stock which were granted to him by the Company and which remain subject
      to forfeiture restrictions ("Restricted Shares"), then, on the December
      31st immediately preceding the calendar year in which age 60 is project-
      ed to be attained, the Executive's Restricted Shares shall automatically
      convert into an equal number of Restricted Share Units, as to which
      payment will be postponed until the date of the Executive's actual
      termination of employment.  While the Restricted Share Units are
      outstanding, the Executive will be credited with dividend equivalents on
      the Restricted Share Units, which dividend equivalents will be converted
      into additional Restricted Share Units.  During any period in which the
      Executive has Restricted Share Units pursuant to this paragraph, for
      purposes of each provision of each document evidencing the grant of the
      original Restricted Shares and any plan under which they were granted
      and for purposes of the first paragraph of this Section 8(e)(ii), the
      Restricted Share Units shall be treated in a manner substantially
      equivalent to the treatment of Restricted Shares set forth in each such
      provision (except that there shall be no voting rights with respect to
      Restricted Share Units).  When payment of any Restricted Share Units is
      made, it will be made in unrestricted shares of the common stock of the
      Company, except that any fractional share may be paid in cash."

      2.  Section 22(c) of the Agreement is hereby amended by the addition of
the following sentence at the end thereof:

      "Notwithstanding the foregoing provisions of this Section 22(c), if the
      annual bonus earned by the Executive in respect of the calendar year
      ending immediately prior to the calendar year in which occurs the Date
      of Termination (the Executive's "Last Annual Bonus") shall be higher
      than the average annual bonus calculated in accordance with such
      foregoing provisions, then, for all purposes of this Agreement, the
      "Average Annual Bonus" shall be deemed to be equal in amount to the
      Executive's Last Annual Bonus.

      3.  As amended by this First Amendment, the Agreement is hereby specifi-
cally ratified and reaffirmed.

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

                             AMERICAN GENERAL CORPORATION
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                              By         /S/ LARRY D. HORNER           
                                  Name:  Larry D. Horner
                                  Title: Chairman of the
                                         Personnel Committee


                                      /S/ ROBERT M. DEVLIN             
                                    Robert M. Devlin













































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