<PAGE>   1
                                                                    Exhibit 4(a)













                                AMERICAN GENERAL

                      EMPLOYEES' THRIFT AND INCENTIVE PLAN





















                            July 1, 2001 Restatement
   (incorporating the January 1, 1997 Restatement and Amendments 1-5 thereto)
<PAGE>   2
      TABLE OF CONTENTS



<TABLE>
<CAPTION>
<S>                                                                         <C>
ARTICLE I - PURPOSE..........................................................1

ARTICLE II - DEFINITIONS.....................................................2
      2.1   Administrative Board.............................................2
      2.2   Base Pay.........................................................2
      2.3   Beneficiary......................................................2
      2.4   Board of Directors...............................................2
      2.5   Certified Public Accountant......................................3
      2.6   Change Date......................................................3
      2.7   Code.............................................................3
      2.8   Company..........................................................3
      2.9   Company Stock....................................................3
      2.10  Controlled Entity................................................3
      2.11  Effective Date...................................................3
      2.12  Employee.........................................................3
      2.13  Employee Contribution Account....................................3
      2.14  Employer.........................................................3
      2.15  Employer Contribution Account....................................3
      2.16  Employment Commencement Date.....................................4
      2.17  Highly Compensated Participant...................................4
      2.18  Hour of Service..................................................5
      2.19  Investment Funds.................................................5
      2.20  Leased Employee..................................................5
      2.21  Long-Term Disability Program.....................................5
      2.22  Nonforfeitable Interest..........................................5
      2.23  Non-Highly Compensated Participant...............................5
      2.24  Normal Retirement Date...........................................5
      2.25  One-Year Break in Service........................................6
      2.26  Participant.  ...................................................6
      2.27  Period of Separation.............................................6
      2.28  Period of Service................................................6
      2.29  Period of Severance..............................................7
      2.30  Plan.............................................................8
      2.31  Plan Administrator. .............................................8
      2.32  Plan Year........................................................8
      2.33  Prior Employee Contribution Account..............................8
      2.34  Reemployed Individual............................................8
      2.35  Rollover Account.................................................8
      2.36  Rollover Contributions...........................................8
</TABLE>


                                      (i)
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<TABLE>
<S>                                                                         <C>
      2.37  Secretary........................................................8
      2.38  Stock Fund.......................................................8
      2.39  Total Disability.................................................8
      2.40  Transfer Date....................................................9
      2.41  Treasury Regulations.............................................9
      2.42  Trust............................................................9
      2.43  Trustee..........................................................9
      2.44  Trust Fund.......................................................9
      2.45  Withdrawal Date..................................................9

ARTICLE III - PARTICIPATION.................................................10
      3.1   Eligibility.....................................................10
      3.2   Reemployed Individuals..........................................10
      3.3   Participation...................................................10

ARTICLE IV - CONTRIBUTIONS AND ALLOCATIONS..................................11
      4.1   Employer Contributions..........................................11
      4.1a  Employer Safe Harbor Contributions..............................12
      4.2   Employee Contributions..........................................12
      4.3   Forfeitures.....................................................13
      4.4   Investment and Allocation of Contributions......................14
      4.5   Limitation on Allocation of Contributions and Forfeitures.......15
      4.6   Rollover Contributions..........................................17
      4.7   Voting, Tendering, and Exchanging of Company Stock.  ...........17
      4.8   Restrictions on Employee Contributions..........................19
      4.9   Restrictions on Employer Contributions..........................19
      4.10  Excess Contributions............................................20

ARTICLE V - VALUATION OF ACCOUNTS...........................................21

ARTICLE VI - VESTING........................................................22
      6.1   Normal Retirement...............................................22
      6.2   Plan Termination, Partial Plan Termination, or Complete Plan
            Discontinuance of Employer Contributions........................22
      6.3   Vesting of Employee Contributions...............................22
      6.4   Vesting of Employer Contributions...............................22
      6.5   Vesting After a Period of Severance.............................23
      6.6   Vesting Before a Period of Severance of Five Consecutive
            One-Year Breaks in Service......................................23
      6.7   Election to Make a Withdrawal...................................23
      6.8   Transfer Between Plans..........................................23
      6.9   Independent Life Transferred Employees..........................23
</TABLE>

                                      (ii)
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<TABLE>

<S>                                                                        <C>
ARTICLE VII - BENEFITS......................................................24
      7.1   Normal Retirement...............................................24
      7.2   Disability......................................................24
      7.3   Death...........................................................24
      7.4   Termination of Service..........................................24
      7.5   Valuation Date to be Used.......................................24
      7.6   Withdrawals.....................................................25
      7.7   Loans...........................................................27

ARTICLE VIII - COMMENCEMENT OF BENEFITS.....................................28
      8.1   Benefits After Normal Retirement Date.  ........................28
      8.2   Certain Benefits Before Normal Retirement Date..................28
      8.3   Termination of Service Before Normal Retirement Date............28
      8.4   Commencement of Benefits........................................28

ARTICLE IX - DISTRIBUTION OF BENEFITS.......................................30
      9.1   Mode of Benefit Payments.  .....................................30
      9.2   Stock Certificates..............................................30
      9.3   Automatic Distributions.........................................30
      9.4   Unclaimed Benefits..............................................30
      9.5   Direct Rollovers................................................31

ARTICLE X - PLAN AMENDMENT AND TERMINATION..................................32
      10.1  Amendment of the Plan.  ........................................32
      10.2  Communication of Amendments.....................................32
      10.3  Termination or Discontinuance of Employer Contributions.........32
      10.4  Acceptance or Rejection of Amendment Employers..................32
      10.5  Termination of the Plan by an Employer..........................32
      10.6  Notice of Terminating Employer..................................33

ARTICLE XI - ADMINISTRATION.................................................34
      11.1  Named Fiduciaries.  ............................................34
      11.2  Appointment of the Trustee......................................34
      11.3  Trustee's Powers and Duties.....................................34
      11.4  Administrative Expenses.........................................34
      11.5  Plan Administrator's Powers and Duties..........................34
      11.6  Named Fiduciary's Powers and Duties.............................35
      11.7  Allocation of Functions.........................................35

ARTICLE XII - ADOPTION AND WITHDRAWAL.......................................37
      12.1  Procedure for Adoption..........................................37
      12.2  Effect of Adoption..............................................37
      12.3  Withdrawal......................................................37
</TABLE>


                                     (iii)
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<TABLE>

<S>                                                                        <C>
ARTICLE XIII - MISCELLANEOUS................................................38
      13.1  Merger of this Plan with Another Plan...........................38
      13.2  Assignment and Alienation of Benefits...........................38
      13.3  Communication to Employees......................................38
      13.4  Number and Gender...............................................38
      13.5  Construction....................................................38
      13.6  Not a Contract of Employment....................................38
      13.7  Indemnity.......................................................39
      13.8  Change of Beneficiary...........................................39
      13.9  Applications to the Administrative Board........................39
      13.10 Top-Heavy Rules.................................................39
      13.11 Qualified Domestic Relations Orders.............................43
      13.12 Uniformed Services Employment and Reemployment Rights Act
Requirements................................................................45
</TABLE>


                                      (iv)
<PAGE>   6
                                    ARTICLE I

                                     PURPOSE

      Effective July 1, 2001 American General Corporation adopts the restated
Plan, as set forth herein, to replace the American General Employees' Thrift and
Incentive Plan previously in effect.

      The Plan was originally established by American General Insurance Company
for its Employees effective August 1, 1968. The Plan was restated in 1976, 1980,
1987, 1990, 1991 and 1997. American General Insurance Company was reorganized as
a general business corporation named American General Corporation effective July
1, 1980.

      The Plan was instituted by the Company to encourage systematic savings and
the accumulation of financial reserves by Employees of the Company and its
subsidiaries, and to give Employees an opportunity to acquire an ownership
interest in American General Corporation as well as enabling Employees to reap
greater direct benefits from the Company's success. The Plan is carried out
through Employee contributions deducted from the payroll on a pre-tax basis and
contributions by the Company or its subsidiaries. Company contributions are
invested in American General common stock purchased by a Trustee responsible for
administering the Trust Fund. Employee contributions are invested by the Trustee
at each Participant's discretion in American General common stock or in other
designated investment funds.

      The Plan and Trust are intended to meet the requirements of sections
401(a) and 501(a) of the Internal Revenue Code of 1986, as amended, and the
requirements of the Employee Retirement Income Security Act of 1974, as amended.

      This Plan and the separate related Trust forming a part hereof are
established and shall be maintained for the exclusive benefit of the eligible
Employees of the Employers and their Beneficiaries. No part of the Trust Fund
can ever revert to the Employers, except as provided in Article X, or be used
for or diverted to purposes other than the exclusive benefit of the Employees of
the Employers and their Beneficiaries.



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<PAGE>   7
                                   ARTICLE II

                                   DEFINITIONS

      As used in this Plan, the following words and phrases shall have the
meanings set forth below, unless the context clearly indicates otherwise.

      2.1 Administrative Board. A board composed of at least three Company
officers or Employees appointed by the Board of Directors to administer the
Plan, located at Company headquarters at 2929 Allen Parkway, Houston, Texas
77019.

      2.2 Base Pay. The compensation of the Employee as stated on Employer
payroll records, such amount to exclude, however, any pay for overtime (which
shall be deemed to refer as well to any shift differential payments),
discretionary bonuses (which shall be deemed to refer as well to educational
awards, educational reimbursements, instructor fees, referral awards, moving
expenses, mortgage assistance, personal use of an Employer-owned vehicle, ACE
awards, or workers' compensation payments), severance payments, and Employer
contributions to this or any other deferred or noncash compensation program;
provided, however, that any salary reduction amounts contributed on behalf of
the Employee under a flexible benefits program pursuant to section 125 of the
Code shall be included; and, provided, further, that salary reduction amounts
contributed on behalf of the Employee under this Plan shall be included.
Notwithstanding the foregoing, the Base Pay of any Employee taken into account
under the Plan for any calendar year may not exceed $150,000 (with such amount
to be adjusted automatically to reflect any cost-of-living increases authorized
by section 401(a)(17) of the Code).

      2.3   Beneficiary.

            (A) The Beneficiary of a Participant shall be:

                  (1)   the surviving spouse, if any, of the Participant; or

                  (2) if there is no surviving spouse, or if the surviving
            spouse has executed a consent in accordance with Subsection 2.3(B),
            the person or persons designated in writing by the Participant; or

                  (3) if there are no persons described in the preceding
            Subsections living at the date of the Participant's death, the
            Participant's estate.

            (B) The consent referred to in Subsection 2.3(A)(2) must be in
writing, must acknowledge the effect of the Participant's designation of a
person, other than the spouse, to receive the Participant's Nonforfeitable
Interest upon the Participant's death, and must be witnessed by a Plan
representative or a notary public.

      2.4   Board of Directors.  The Board of Directors of the Company.




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<PAGE>   8
      2.5   Certified Public Accountant.

            (A)   A person who is a certified public accountant, certified by
a regulatory authority of a state;

            (B)   a person who is a licensed public accountant, licensed by a
regulatory authority of a state; or

            (C) a person certified by the Secretary of Labor as a qualified
public accountant.

      2.6   Change Date.  The first day of any pay period as designated by a
Participant.

      2.7   Code.  The Internal Revenue Code of 1986, as amended from time to
time.

      2.8   Company.  American General Corporation and its successors.

      2.9   Company Stock.  The common stock of the Company.

      2.10 Controlled Entity. A corporation or other trade or business which is
not an Employer hereunder, but which, together with an Employer, is "under
common control" within the meaning of section 1.414(c)-2 of the Treasury
Regulations.

      2.11  Effective Date.  January 1, 1997, as to this amendment and
restatement of the Plan.

      2.12 Employee. Any Employee of an Employer who is a resident of the United
States or the U.S. Virgin Islands, excluding, however, Sales Employees
(sometimes known as Home Service Representatives, Sales Representatives, Sales
Managers, Field Representatives, Agents or Home Service Agents, or Sales or
District Managers), Full-Time Life Insurance Agents, and any other field
representatives with Flexi-Master Contracts, provided that the holder of a
Flexi-Master Contract is deemed to be an employee under section 7701(a)(20) of
the Code. Such term shall not include Leased Employees.

      2.13 Employee Contribution Account. A separate account maintained for each
Participant to which both basic and additional Employee contributions made on
behalf of the Participant, and earnings and investment gains thereon, are
credited, and which is invested in any of the separate investment funds.

      2.14 Employer. The Company and any other corporation which shall adopt
this Plan pursuant to Article XII, and the successor, if any, to such
corporation.

      2.15 Employer Contribution Account. A separate account maintained for a
Participant consisting of cash, dividends payable, and Company Stock purchased
by Employer contributions and




                                      -3-
<PAGE>   9
reinvested dividends, and which may be invested in any of the separate
investment funds after the Participant attains age sixty. Notwithstanding the
foregoing, a separate subaccount of the Employer Contribution, Account known as
the 'Employer Contribution Account Subaccount' shall be established and
maintained for a Participant respecting Employer Contributions made to the Plan
from and after January 1, 1999, and earnings thereon. Except as provided in
Section 6.4 relating to vesting and Section 7.6 relating to withdrawals, a
Participant's Employer Contribution Account Subaccount shall be considered as
part of the Participant's Employer Contribution Account for all purposes of the
Plan.

      2.16  Employment Commencement Date.  The date on which an Employee
first performs an Hour of Service.

      2.17 Highly Compensated Participant. Each Participant or Former
Participant who is an Employee who performs services during the Plan Year for
which the determination of who is highly compensated is being made (the
'Determination Year') and who:

            (A)   is a five-percent owner of the Employer (within the meaning of
                  section 416(i)(1)(A)(iii) of the Code) at any time during the
                  Determination Year or the twelve-month period immediately
                  preceding the Determination Year (the 'Look-Back Year'); or

            (B) For the Look-Back Year:

                  (i)   receives compensation (within the meaning of section
                        414(q)(4) of the Code; 'compensation' for purposes of
                        this Paragraph) in excess of $80,000 (with such amount
                        to be adjusted automatically to reflect any
                        cost-of-living adjustments authorized by section
                        414(q)(1) of the Code) during the Look-Back Year; and

                  (ii)  if the Administrative Board elects the application of
                        this clause for such Look-Back Year, is a member of the
                        top 20% of Employees for the Look-Back Year (other than
                        Employees described in section 414(q)(5) of the Code)
                        ranked on the basis of compensation received during the
                        year.

            For purposes of the preceding sentence, (i) all employers aggregated
            with the Employer under section 414(b), (c), (m), or (o) of the Code
            shall be treated as a single employer, (ii) a former Employee who
            had a separation year (generally, the Determination Year such
            Employee separates from service) prior to the Determination Year and
            who was an active Highly Compensated Participant for either such
            separation year or any Determination Year ending on or after such
            Employee's fifty-fifth birthday shall be deemed to be a Highly
            Compensated Participant, and (ii) the Committee may elect, in
            accordance with the provisions of applicable Treasury regulations,
            rulings and notices, to make the Look-Back Year calculation for a
            Determination


                                      -4-
<PAGE>   10
            Year on the basis of the calendar year ending with or within the
            applicable Determination Year (or, in the case of a Determination
            Year that is shorter than twelve months, the calendar year ending
            with or within the twelve-month period ending with the end of the
            applicable Determination Year). To the extent that the provisions of
            this Paragraph are inconsistent or conflict with the definition of a
            'highly compensated employee' set forth in section 414(q) of the
            Code and the Treasury regulations thereunder, the relevant terms and
            provisions of section 414(q) of the Code and the Treasury
            regulations thereunder shall govern and control.

      2.18 Hour of Service. An Hour of Service is each hour for which an
Employee is directly or indirectly paid, or entitled to payment, by the Employer
or a Controlled Entity for the performance of duties or for reasons other than
the performance of duties. Such Hours of Service shall be credited to the
Employee for the period in which such duties were performed or in which occurred
the period during which no duties were performed. An Hour of Service also
includes each hour, not credited above, for which back pay, irrespective of
mitigation of damages, has been either awarded or agreed to by the Employer or a
Controlled Entity. These Hours of Service shall be credited to the Employee for
the period to which the award or agreement pertains rather than the period in
which the award, agreement or payment is made.

      The number of Hours of Service to be credited to an Employee for any
period shall be governed by section 2530.200b-2(b) and (c) of the Labor
Department Regulations relating to the Employee Retirement Income Security Act
of 1974, as amended.

      2.19  Investment Funds. Investment funds made available from time to
time for the investment of plan assets as described in Article IV.

      2.20 Leased Employee: Each person who is not an employee of the Employer
or a Controlled Entity but who performs services for the Employer or a
Controlled Entity pursuant to an agreement (oral or written) between the
Employer or a Controlled Entity and any leasing organization, provided that such
person has performed such services for the Employer or a Controlled Entity or
for related persons (within the meaning of section 144(a)(3) of the Code) on a
substantially full-time basis for a period of at least one year and such
services are performed under primary direction or control by the Employer or a
Controlled Entity.

      2.21 Long-Term Disability Program. The American General Long-Term
Disability Plan for Employees, the American General Long-Term Disability Plan
for Executives, the American General Life and Accident Sales Employees'
Non-Occupational Disability Income Plan, and any workers' compensation plan,
program, or fund sponsored, maintained, or paid into by the Company or the other
Employers for the benefit of its Employees and Career Agents, whichever may be
applicable to the Participant at the relevant time.

      2.22 Nonforfeitable Interest. The unconditional and legally enforceable
right to which the Participant or Beneficiary (whichever is applicable) is
entitled in the Participant's entire Employee Contribution Account balance and
entire Prior Employee Contribution Account balance and in the


                                      -5-
<PAGE>   11
percentage of the Participant's Employer Contribution Account balance which has
vested pursuant to Article VI.

      2.23 Non-Highly Compensated Participant. "Non-Highly Compensated
Participant" shall mean any Participant or former Participant who is not a
Highly Compensated Participant.

      2.24  Normal Retirement Date.  The first day of the month coincident
with or next following a Participant's 65th birthday.

      2.25  One-Year Break in Service.

            (A) A 12-consecutive-month Period of Severance during which an
Employee does not perform at least one hour of service.

            (B) Solely for the purpose of determining whether or not a
Participant has a One-Year Break in Service, the Plan shall treat as an hour of
service each hour of service which would otherwise have been credited to the
Participant but for an absence beginning on or after January 1, 1985, for one of
the following reasons:

                  (1)   pregnancy of the Participant;

                  (2)   birth of a child of the Participant;

                  (3)   placement of a child with the Participant in
      connection with an adoption proceeding; or

                  (4)   caring for the child immediately following such birth
                        or placement.

            If those hours cannot be determined, the Plan shall treat eight
hours per day of such absence as hours of service. The hours to be treated as
hours of service because of such absence shall not exceed 501.

            The hours required to be credited under (1)-(4) of this Subsection
2.24(B) shall be credited in the year in which such absence begins if it is
necessary to prevent a break in service in that year; otherwise such hours shall
be credited to the succeeding year.

            No credit shall be given under this Subsection 2.24(B) unless the
Employee furnishes to the Committee such information as it may reasonably
require to establish that the absence is for one of the reasons listed in
(1)-(4) of this Subsection 2.24(B), and to establish the number of days of such
absence.

      2.26  Participant.  An Employee who satisfies the eligibility
requirements of Article III and has enrolled in the Plan.

      2.27 Period of Separation. A period of time commencing with the date an
Employee separates from service and ending with the date such Employee resumes
employment with the


                                      -6-
<PAGE>   12
Employer.

      2.28 Period of Service. For purposes of determining an Employee's initial
or continued eligibility to participate in the Plan or the vested interest in
such individual's Employer Contribution Account, an Employee shall be credited
for the time period commencing with his Employment Commencement Date, including
years of service with the Employer in a category of Employees excluded from the
Plan, and ending on the date his Period of Severance begins. A Period of Service
for these purposes includes a Period of Separation of less than 12 consecutive
months. In the case of an Employee who separates from service and later resumes
employment with the Employer, the Period of Service prior to resumption of
employment shall be aggregated only if such Employee is a Reemployed Individual.

      In the case of a person who becomes an Employee, after being a "leased
employee" under section 414(n) of the Code, the Employment Commencement Date
will be deemed to be the date such Employee first performed services for the
Employer as a "leased employee" or such other date as required by Treasury
Regulations.

      For purposes of determining a Period of Service, the following periods
will be disregarded:

            (A) Periods of Service prior to June 29, 1991, which would not have
      been credited under the rules of the previous plan or its amendments or a
      predecessor plan. Such periods shall be determined according to provisions
      of the previous plan or predecessor plan, including rules which require
      minimum hours or other length of service or contributions by Participants;

            (B)   Periods of Service prior to the date the Employer adopts
      this Plan or a predecessor plan; and

            (C) Periods of Service in which an Employee declined to contribute
      to the Plan or a predecessor plan prior to the date such Employee first
      commences participation in the Plan.

      It is specifically provided that for purposes of determining Period of
Service, service with a Controlled Entity shall be included.

      2.29  Period of Severance.  A period of time commencing with the
earlier of:

            (A)   the date an Employee separates from service by reason of
quitting, retirement, death, or discharge; or

            (B) the date 12 months after the date an Employee separates from
service, including severance for reasons other than quitting, retirement, death,
or discharge; and ending, in the case of an Employee who separates from service
by reason other than death, with the date such Employee resumes employment with
the Employer.

            (C) An absence beginning on or after January 1, 1985, because of:


                                      -7-
<PAGE>   13
                  (1)   pregnancy of the Participant;

                  (2)   birth of a child of the Participant;

                  (3)   placement of a child with the Participant in
      connection with an adoption proceeding; or

                  (4)   caring for the child immediately following such birth
                        or placement;

shall not be considered a Period of Severance except as permitted by Treasury
Regulations.

            (D) In order for the preceding Subsection 2.28(C) to apply, a
Participant must furnish to the Administrative Board such information as it may
reasonably require to establish that the absence is for one of the reasons
listed in (1)-(4) of the preceding Subsection 2.28(C), and to establish the
number of days of such absence.

      2.30  Plan.  This document, the provisions of the Trust agreement, and
any amendments to either.

      2.31 Plan Administrator. The Administrative Board unless and until it
designates such other person or persons. A member of the Administrative Board
may resign or may be replaced by the Board of Directors at any time. No bond or
other security shall be required of any member of the Administrative Board
unless otherwise required by law.

      2.32  Plan Year.  The 12-month period beginning January 1 and ending
December 31.

      2.33 Prior Employee Contribution Account. A separate account maintained
for each Participant who made Employee contributions to the Plan prior to June
29, 1991, to which such Employee contributions, and earnings and investment
gains thereon, are credited, and which is invested in any of the separate
investment funds.

      2.34  Reemployed Individual.  A person who, after having separated from
service, resumes employment:

            (A)   with a Nonforfeitable Interest in such individual's
      Employer Contribution Account; or

            (B) with no such Nonforfeitable Interest, and who resumes employment
      either (1) before a One-Year Break in Service or (2) after a One-Year
      Break in Service but before the latest Period of Severance equals or
      exceeds the greater of (a) such individual's Period of Service or (b) five
      consecutive years of a Period of Service.

      2.35 Rollover Account. An separate account maintained for each Participant
who has made Rollover Contributions pursuant to Section 4.6 to which such
Rollover Contributions and earnings and investment gains thereon, are credited,
and which is invested any of the separate


                                      -8-
<PAGE>   14
Investment Funds.

      2.36  Rollover Contributions.  Contributions made by an Employee
pursuant to Section 4.6.

      2.37  Secretary.  The Secretary of the Treasury of the United States.

      2.38 Stock Fund. The separate investment fund forming a part of the Trust
which is invested in, or held for investment in, Company Stock. Dividends
applicable to Company Stock will be applied to the purchase of additional
Company Stock.

      2.39 Total Disability. The definition of disability as used under the
Company's Long Term Disability Program as in effect at the inception of the
Participant's disability, respecting the applicable plan, program, or fund
pursuant to which the Participant is entitled to receive disability benefits.

      2.40 Transfer Date. The first date on which the New York Stock Exchange is
open for business coinciding with or next following receipt by the Plan
Administrator of a transfer request from the Participant in accordance with the
procedures established from time to time by the Administrative Board.

      2.41  Treasury Regulations.  Regulations issued from time to time by
the Secretary or the Secretary's delegate.

      2.42 Trust. The agreement between the Trustee and the Employer entered
into for the purpose of holding, managing, and administering all property held
by the Trustee for the exclusive benefit of the Participants and their
Beneficiaries.

      2.43 Trustee. The person designated by the Company pursuant to Section
11.2 and in accordance with the Trust agreement, and any successor who is
appointed pursuant to the terms of that Section.

      2.44  Trust Fund.  All assets held by the Trustee pursuant to the terms
of this Plan.

      2.45 Withdrawal Date. The first date on which the New York Stock Exchange
is open for business coinciding with or next following receipt by the Plan
Administrator of a withdrawal request from the Participant in accordance with
the procedures established from time to time by the Administrative Board.


                                      -9-
<PAGE>   15
                                   ARTICLE III

                                  PARTICIPATION

            3.1   Age and Service.

                  A. An Employee whose base pay is calculated on the basis of an
      annual, monthly, semi-monthly, bi-weekly or weekly salary or who is a
      regular Employee of American General Finance, Inc. or its subsidiaries
      shall be eligible to participate in this Plan upon the Employee's
      Employment Commencement Date.

            B.    An Employee whose base pay is not calculated on the
      basis of an annual, monthly, semi-monthly, bi-weekly or weekly
      salary and who is not a regular Employee of American General
      Finance, Inc. or its subsidiaries shall be eligible to
      participate in this Plan upon the completion of a one-year Period
      of Service

            3.2   Reemployed Individuals.  A Reemployed Individual is
      eligible to participate in the Plan on the later of the date of
      reemployment by the Employer or the date described in Section 3.1.

            3.3 Participation. Participation in the Plan shall commence as soon
      as administratively feasible following the date the eligibility
      requirement is satisfied, provided the Administrative Board has received a
      properly completed enrollment in accordance with the procedures
      established from time to time by the Administrative Board. A Reemployed
      Individual who was previously a Participant may recommence participation
      on the date of reemployment, provided such Participant again enrolls in
      the Plan in accordance with the procedures established from time to time
      by the Administrative Board on or prior to that date.


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<PAGE>   16
                                   ARTICLE IV

                          CONTRIBUTIONS AND ALLOCATIONS

      4.1 Employer Contributions. Simultaneously with basic Employee
contributions, the Employer will make a contribution out of current or
accumulated earnings, subject to the limits of Section 4.5, to the Employer
Contribution Account of each Participant. The Employer's contribution to the
Employer Contribution Account of each Participant will equal 100% of the
Participant's basic Employee contribution as described in Section 4.2(A) not in
excess of 3% of Base Pay plus 50% of the Participant's basic Employee
contribution as described in Section 4.2(A) in excess of 3% but not in excess of
6% of Base Pay.

      In addition to the Employer Contributions made pursuant to the paragraph
above, for each Plan Year the Employer will make a contribution out of current
or accumulated earnings, subject to the limits of section 415 of the Code, to
the Employer Contribution Account of each Participant equal to the difference,
if any, between (1) 100% of the Participant's basic Employee contribution as
described in Section 4.2(A) not in excess of 3% of Base Pay for such Plan Year,
plus 50% of the Participant's basic Employee contribution as described in
Section 4.2(A) in excess of 3% but not in excess of 6% of Base Pay for such Plan
Year and (2) the Employer contributions made pursuant to the paragraph above for
the Participant for such Plan Year.

      If any Employer is prevented from making a contribution which it would
otherwise have made because of inadequate current or accumulated earnings, then
the amount of the contribution which such Employer was prevented from making
shall be made for the benefit of the Employees of such Employer by the remaining
Employers as follows:

            (A) if the Employer files a consolidated income tax return with the
      Company for that year for Federal income tax purposes, then such
      contribution shall be made in such proportions as the Company shall
      specify; or

            (B) if no consolidated income tax return is filed by the Employer
      with the Company for that year for Federal income tax purposes, each
      remaining Employer not so prevented from making a contribution shall make
      a supplemental contribution. Such contribution shall be in an amount equal
      to that portion of its total current income and accumulated earnings which
      the total contributions that one or more Employers were so prevented from
      making bears to the total current and accumulated earnings of all
      Employers having current or accumulated earnings. As used in the preceding
      sentence, total current income and accumulated earnings are calculated
      after deducting contributions which would have been without considering
      the additional supplemental contributions permitted by this Subsection
      (B).

      If any Employer is prevented from making a contribution which it would
otherwise have made, and part or all of such contribution is made by one or more
other Employers, contributions so made shall be deductible for Federal income
tax purposes by the Employer or Employers making


                                      -11-
<PAGE>   17
such contributions. For the purpose of determining amounts which may be carried
forward and deducted in succeeding taxable years, contributions shall be deemed
to have been made by the Employer(s) on behalf of whom such contributions were
made.

      Notwithstanding anything to the contrary herein, the Company's
contributions are contingent upon the deductibility of such contributions under
section 404 of the Code. To the extent that a deduction for contributions is
disallowed, such contributions may be returned within one year after the date of
disallowance. Finally, if Company contributions are made under a mistake of
fact, such contributions may be returned to the Company within one year after
the payment thereof.

      4.1a Employer Safe Harbor Contributions. In addition to the Employer
contributions made pursuant to Section 4.1, for each Plan Year, the Employer, in
its discretion, may contribute to the Plan as a "safe harbor contribution" for
such Plan Year out of current or accumulated earning the amounts necessary to
cause the Plan to satisfy the restrictions set forth in Section 4.8 (with
respect to certain restrictions on Employee contributions) and Section 4.9 (with
respect to certain restrictions on Employer contributions). Amounts contributed
in order to satisfy the restrictions set forth in Section 4.8 shall be
considered "qualified matching contributions" (within the meaning of Treasury
regulation Section 1.401(k)-1(g)(13) for purposes of such Section, and amounts
contributed in order to satisfy the restrictions set forth in Section 4.9 shall
be considered Employer contributions in accordance with the provisions of
Section 4.1.

      4.2   Employee Contributions.

            (A) Basic Contributions. As a condition of participation in the
Plan, a Participant must elect to have a basic Employee contribution made on his
behalf for a Plan Year by entering into a salary reduction agreement wherein the
Participant elects to defer an integral percentage of from 1% to 6% of Base Pay
for future pay periods and have the Employer contribute the amount so deferred
to the Plan.

            (B) Additional Contributions. Each Participant who is having a basic
Employee contribution of 6% of Base Pay made to the Plan on his behalf may also
elect to have an additional contribution made on his behalf for a Plan Year by
entering into a salary reduction agreement wherein the Participant elects to
defer an integral percentage of from 1% to 10% of Base Pay for future pay
periods and have the Employer contribute the amount so deferred to the Plan.
Notwithstanding the foregoing, Highly Compensated Participants shall not be
allowed to make additional Employee contributions if such contributions will
adversely affect the restrictions under Section 4.8 of the Plan. The above
restriction shall apply to Highly Compensated Participants, not heretofore
considered to be highly compensated, as of the first day of the first pay period
commencing after the determination that the Participants are considered to be
highly compensated.

            (C) Procedures. Base Pay for a Plan Year not so deferred as provided
in Subsections (A) and (B) above shall be received by each such Participant in
Cash. The reduction in a Participant's Base Pay for a Plan Year pursuant to such
election under a salary reduction agreement shall be effected by payroll
deductions each period within such Plan Year following the effective date of
such agreement and will change automatically to reflect changes in Base Pay.


                                      -12-
<PAGE>   18
            A Participant's salary reduction agreement shall remain in force and
effect for all periods following the date of its execution until changed or
suspended or until such Participant terminates his employment.

            A Participant who has elected to have Employee contributions made to
the Plan on his behalf may change his Employee contribution election (within the
limitations described in Subsections (A) and (B) above), effective as of any
Change Date, by communicating his new deferral election to his Employer in the
manner and within the time period prescribed by the Administrative Board.

      A Participant may cancel his Employee contribution election, effective as
any Change Date, by communicating such cancellation to his Employer in the
manner and within the time period prescribed by the Administrative Board. A
Participant who so cancels his deferral election may resume deferrals, effective
as of any Change Date, by communicating his new Employee contribution election
to his Employer in the manner and within the time period prescribed by the
Administrative Board.

Employee contributions shall be automatically suspended during periods of unpaid
military leave or during a period of unpaid authorized leave of absence granted
pursuant to a nondiscriminatory leave of absence program established by the
Employer, but such Employee contributions shall automatically resume upon the
Employee's return to active work.

            (D) Basic and additional Employee contributions shall be contributed
by the Employer to the Plan out of current or accumulated earnings as soon as
administratively practicable each payroll period.

            (E) Prior Employee Contributions. Basic and additional Employee
contributions made by Participants on an after-tax basis prior to June 29, 1991,
shall no longer be permitted. Such Employee contributions shall be held,
maintained and administered in each such Participant's Prior Employee
Contribution Account in accordance with the provisions of the Plan.

      4.3 Forfeitures. Notwithstanding any provisions to the contrary, if a
Participant whose Nonforfeitable Interest is less than 100% of such individual's
Employer Contribution Account terminates employment or withdraws from
participation and receives a distribution from such account, a separate account
shall be established for such Participant's interest in the Plan as of the time
of the distribution. At any relevant time prior to incurring a Period of
Severance equal to at least five consecutive One-Year Breaks in Service, such
Participant's nonforfeitable portion of such separate account shall be
determined in accordance with the following formula:

                        X ' P (AB + (R x D)) - (R x D).

      For purposes of applying the formula: "X" is the nonforfeitable portion of
such separate account at the relevant time; "P" is the Participant's
Nonforfeitable Interest at the relevant time; "AB" is the balance of such
separate account at the relevant time; "R" is the ratio of the balance


                                      -13-
<PAGE>   19
of such separate account at the relevant time to the balance immediately after
the distribution; and "D" is the amount of the distribution. The foregoing shall
be applied to a Participant's Employer Contribution Account without regard to
the Participant's Employer Contribution Account Subaccount.

      Upon incurring a Period of Severance equal to at least five consecutive
One-Year Breaks in Service, the forfeitable portion of a terminated
Participant's account shall be forfeited and such forfeiture shall be available
to reduce future Employer contributions.

      Any Participant who terminates employment with an Employer on or after
February 1, 1989, shall forfeit the forfeitable portion of such Participant's
account on the earlier of (A) the distribution of the entire nonforfeitable
portion of such Participant's account or (B) upon incurring a Period of
Severance equal to at least five consecutive One-Year Breaks in Service.

      Notwithstanding the preceding paragraph, if any former Participant shall
be reemployed by an Employer before a Period of Severance equal to five
consecutive One-Year Breaks in Service, and such former Participant had received
a distribution of the entire vested interest prior to reemployment, such
Participant's forfeited account shall be reinstated only if the full amount
distributed to such individual is repaid before the earlier of (A) five years
after the first date on which the Participant is subsequently reemployed by the
Employer, or (B) the close of the first period of five consecutive One-Year
Breaks in Service commencing after the distribution. In the event the former
Participant does repay the full amount distributed, the undistributed portion of
the Participant's account must be restored in full, unadjusted by any gains or
losses occurring subsequent to the distribution.

      4.4   Investment and Allocation of Contributions.  Contributions will be
deposited promptly with the Trustee for investment as follows:

            (A) Employer Contribution Account. Employer contributions shall be
      invested in, or held for investment in, the Stock Fund by the Trustee. The
      Administrative Board will make a monthly allocation of shares of Company
      Stock purchased with Employer contributions to each Participant's Employer
      Contribution Account. Notwithstanding the foregoing, upon attainment of
      age 60, a Participant may elect to have his Employer Contribution Account
      invested in, or held for investment in, any one or more of the Stock Fund
      or other Investment Funds, in such increments as the Administrative Board
      may prescribe.

            (B) Employee Contribution Account. Basic and additional Employee
      contributions shall be allocated to a Participant's Employee Contribution
      Account and shall be invested in, or held for investment in, any one or
      more of the Stock Fund or other Investment Funds, in such increments as
      the Administrative Board may prescribe, pursuant to a Participant's
      designation.

            (C) Prior Employee Contribution Account. Employee contributions made
      prior to June 29, 1991, and allocated to a Participant's Prior Employee
      Contribution


                                      -14-
<PAGE>   20
     Account shall be invested in, or held for investment in, any one or more of
     the Stock Fund or other Investment Funds, in such increments as the
     Administrative Board may prescribe, pursuant to a Participant's
     designation.

            (D) Rollover Account. Rollover Contributions shall be allocated to a
      Participant's Rollover Account and shall be invested in, or held for
      investment in, any one or more of the Stock Fund or other Investment
      Funds, in such increments as the Administrative Board may prescribe,
      pursuant to a Participant's designation.

            (E) Investment Designations and Transfers. A Participant may change
      the investment for subsequent Employee contributions. Any such change
      shall be made as of the first date on which the New York Stock Exchange is
      open for business coinciding with or next following receipt by the Plan
      Administrator of a properly completed change request from the Participant
      in accordance with procedures established by the Administrative Board, and
      the frequency of such changes may be limited by the Administrative Board.

            As of any Transfer Date, a Participant may transfer any part, in
such increments as the Administrative Board may prescribe, or all of the amounts
in such Participant's (1) Employee Contribution Account, (2) Prior Employee
Contribution Account, (3) Rollover Account and (4) Employer Contribution Account
following a Participant's 60th birthday among the separate investment funds.

If a separate investment fund is eliminated as an available investment option
under the Plan, the American General Corporation Personnel Policy Committee upon
recommendation by the Administrative Board shall designate an appropriate
default separate investment fund for such eliminated separate investment fund in
the event one or more substitute separate investment funds are not timely
designated by a Participant.

      4.5   Limitation on Allocation of Contributions and Forfeitures.

            (A) Contrary Plan provisions notwithstanding, the Annual Additions
allocated to a Participant's accounts for any Limitation Year shall be limited
to the Maximum Annual Additions for such Participant for such year.

            If as a result of allocation of forfeitures, a reasonable error in
estimating a Participant's Base Pay, or because of other limited facts and
circumstances, the Annual Additions which would be credited to a Participant's
accounts for a Limitation Year would nonetheless exceed the Maximum Annual
Additions for such Participant for such year, the excess Annual Additions which,
but for this Section 4.5, would have been allocated to such Participant's
Employee Contribution Account shall, to the extent possible, first be reduced by
returning to such Participant the additional Employee contributions which are
considered in determining such Participant's Annual Additions. Next, excess
Annual Additions in the form of Employer contributions and forfeitures which,
but for this Section, would have been allocated to such Participant's Employer
Contribution Account shall be allocated instead to a suspense account,


                                      -15-
<PAGE>   21
and shall be used to reduce Employer contributions in the same manner as a
forfeiture. Any remaining excess Annual Additions in the form of basic Employee
contributions which, but for this Section, would have been allocated to such
Participant's Employee Contribution Account shall be returned to such
Participant. If a suspense account is in existence at any time during a
Limitation Year pursuant to this Subsection (A), it will not participate in
allocations of the net income (or net loss) of the Trust Fund.

            Employee contribution elections of affected Participants pursuant to
Section 4.2 may be revised prospectively by the Administrative Board on a
temporary basis to the extent necessary to meet such limitations in the manner
described in Section 4.8(C).

            For purposes of determining whether such Participant's Maximum
Annual Additions exceed the limitations herein provided, all defined
contribution plans of the Employer are to be treated as one defined contribution
plan. In addition, all defined contribution plans of Controlled Entities shall
be aggregated for this purpose. For purposes of this paragraph only, a
"Controlled Entity" shall be determined by application of a 50% control standard
in lieu of an 80% control standard.

            In the case of a Participant who also participated in a defined
benefit plan of the Employer or a Controlled Entity (as defined in the
immediately preceding paragraph), the Employer shall reduce the Annual Additions
credited to the Accounts of such Participant under this Plan pursuant to the
provisions of this Section 4.5(A) to the extent necessary to prevent the
limitation set forth in section 415(e) of the Code from being exceeded.
Notwithstanding the foregoing, the provisions of this Paragraph shall apply only
if such defined benefit plan does not provide for a reduction of benefits
thereunder to ensure that the limitation set forth in section 415(e) of the Code
is not exceeded. Further, this Paragraph shall not apply for Limitation Years
beginning after December 31, 1999.

            (B) For purposes of this Section 4.5, the following terms and
phrases shall have these respective meanings.

                  (1)   "Limitation Year" shall mean the calendar year.

                  (2)   "Remuneration" with respect to a Participant's
      Limitation Year shall mean:

                        (a) the Participant's wages, salaries, fees for
            professional services, and other amounts received for personal
            services actually rendered in the course of employment with an
            Employer maintaining the Plan (including, but not limited to,
            commissions paid to sales personnel, compensation for services on
            the basis of a percentage of profits, commissions on insurance
            premiums, tips, and bonuses);

                        (b) in the case of a Participant who is an employee
            within the meaning of section 401(c)(1) of the Code and the
            regulations thereunder, the


                                      -16-
<PAGE>   22
            Participant's earned income (as described in section 401(c)(2) of
            the Code and the regulations thereunder);

                        (c) for purposes of Subsection 4.5(B)(2)(a) and (b),
            earned income from sources outside the United States (as defined in
            section 911(b) of the Code), whether or not excludable from gross
            income under section 911 of the Code or deductible under section 913
            of the Code;

                        (d) amounts described in sections 104(a)(3), 105(a), and
            105(h) of the Code, but only to the extent that these amounts are
            includable in the gross income of the Employee;

                        (e) amounts described in section 105(d) of the Code,
            whether or not these amounts are excludable from the gross income of
            the Employee under that section; and

                        (f) amounts paid or reimbursed by the Employer for
            moving expenses incurred by an Employee, but only to the extent that
            these amounts are not deductible by the Employee under section 217
            of the Code.

                  (3)   Participant's Remuneration for a Limitation Year
            shall not include:

                        (a) contributions made by the Employer to a plan of
            deferred compensation to the extent that, before application of the
            limitations imposed under section 415 of the Code with respect to
            such plan, the contributions are not includable in the gross income
            of the Participant for the year in which contributed (except as to
            elective deferrals to a qualified plan described in section 401(k)
            of the Code or to a tax-sheltered annuity plan described in section
            403(b) of the Code, and except as to elective contributions to a
            deferred compensation plan described in section 457 of the Code or
            to a cafeteria plan described in section 125 of the Code), Employer
            contributions made on behalf of a Participant to a simplified
            employee pension plan described in section 408(k) of the Code to the
            extent deductible by the Employee under section 219(b)(7) of the
            Code, and distributions from a plan of deferred compensation other
            than an unfunded non-qualified plan;

                        (b) amounts realized from the exercise of a
            non-qualified stock option, or when restricted stock (or property)
            either becomes freely transferable or is no longer subject to a
            substantial risk of forfeiture;

                        (c) amounts realized from the sale, exchange, or other
            disposition of stock acquired under a qualified or incentive stock
            option; or

                        (d) other amounts which receive special tax benefits,
            such as premiums for group term life insurance to the extent not
            includable in the gross income of the Participant.


                                      -17-
<PAGE>   23
            (4) "Annual Additions" of a Participant, for any Limitation Year,
      shall mean the total (a) of the Employer contributions and forfeitures
      allocated to such Employee's accounts under the Plan for such year and (b)
      the amount of such Participant's Employee contributions to the Plan
      (excluding any rollover contributions).

            (5) "Maximum Annual Additions" of a Participant for any Limitation
      Year shall mean the lesser of $30,000 or 25%, of such Participant's
      Remuneration during such year; provided, however, that the $30,000
      limitation shall be adjusted automatically to reflect any cost-of-living
      adjustments authorized by the Code or Treasury Regulations.

      4.6   Rollover Contributions.

      (a) Qualified Rollover Contributions may be made to the Plan by any
Employee of amounts received by such Employee from certain individual retirement
accounts or annuities or from an employees' trust described in section 401(a) of
the Code, which is exempt from tax under section 501(a) of the Code, but only if
any such Rollover Contribution is made pursuant to and in accordance with
applicable provisions of the Code and Treasury regulations promulgated
thereunder. A Rollover Contribution of amounts that are "eligible rollover
distributions" within the meaning of section 402(f)(2)(A) of the Code may be
made to the Plan irrespective of whether such eligible rollover distribution was
paid to the Employee or paid to the Plan as a "direct" Rollover Contribution. A
direct Rollover Contribution to the Plan may be effectuated only by wire
transfer directed to the Trustee or by issuance of a check made payable to the
Trustee, which is negotiable only by the Trustee and which identifies the
Employee for whose benefit the Rollover Contribution is being made. Any Employee
desiring to effect a Rollover Contribution to the Plan must complete a rollover
request in accordance with the procedures established from time to time by the
Administrative Board. The Administrative Board may require as a condition to
accepting any Rollover Contribution that such Employee furnish any evidence that
the Administrative Board in its discretion deems satisfactory to establish that
the proposed Rollover Contribution is in fact eligible for rollover to the Plan
and is made pursuant to and in accordance with applicable provisions of the Code
and Treasury regulations. All Rollover Contributions to the Plan must be made in
cash. A Rollover Contribution shall be credited to the Rollover Account of the
Employee for whose benefit such Rollover Contribution is being made as soon as
administratively feasible.

      (b) An Employee who has made a Rollover Contribution in accordance with
this Section, but who has not otherwise become a Participant in the Plan in
accordance with Article III, shall become a Participant coincident with such
Rollover Contribution; provided, however, that such Participant shall not have a
right to defer Base Pay or have Employer Contributions made on his behalf until
he has otherwise satisfied the requirements imposed by Article III.

      4.7 Voting, Tendering, and Exchanging of Company Stock. Notwithstanding
any provisions herein to the contrary, the following provisions shall govern
with respect to the voting, tendering, exchanging and other rights concerning
Company Stock:


                                      -18-
<PAGE>   24
            (A) Notice. At the time of mailing to shareholders of the notice of
      any shareholders' meeting of the Company, or any notice of a tender or
      exchange offer for Company Stock or notice by the Company of any other
      action with respect to Company Stock, the Company shall use its reasonable
      best efforts to cause to be delivered to each Participant and former
      Participant (whose account has allocated to it any shares of Company
      Stock) such notices and informational statements as are furnished to the
      Company's shareholders in respect of the exercise of voting, tendering,
      exchanging, or other rights, together with forms by which the Participant
      or former Participant may instruct the Trustee, or revoke such
      instructions, with respect to the exercise of voting, tendering,
      exchanging, or other rights applicable to shares of Company Stock credited
      to such account.

            (B) Voting. Every Participant or former Participant (whose account
      has allocated to it any shares of Company Stock) shall have the right to
      direct the Trustee with respect to voting Company Stock allocated (or
      allocable) to such accounts, and the Trustee shall vote such allocated
      shares as directed. All of the shares of Company Stock for which no voting
      instructions are received shall be voted by the Trustee in a uniform
      manner as a single block in accordance with the instructions received with
      respect to a majority of such shares for which instructions are received.

            (C) Tendering and Exchanging. In the event of a tender or exchange
      offer, every Participant or former Participant (whose account has
      allocated to it any shares of Company Stock) shall have the right to
      direct the Trustee whether to accept or decline the offer with respect to
      Company Stock allocated (or allocable) to such accounts, and the Trustee
      shall take such actions as directed. All of the shares of Company Stock
      for which no instructions are received with respect to tender offer or
      exchange rights shall not be tendered or exchanged by the Trustee.

      4.8   Restrictions on Employee Contributions.

            (A) In restriction of the Participants' Employee contribution
elections provided in Section 4.2, the Employee contributions on behalf of any
Participant for any calendar year shall not exceed $7,000 (with such amount to
be adjusted automatically to reflect any cost-of-living adjustments authorized
by section 402(g)(5) of the Code), reduced by any "excess deferrals" from other
plans allocated to the Plan by March 1 of the next following calendar year
within the meaning of, and pursuant to the provisions of, section 402(g)(2) of
the Code.

            (B) It is specifically provided that in each Plan Year the Plan
shall comply with the alternative method of satisfying the 'actual deferral
percentage' tests as set forth in section 401(k)(12) of the Code and applicable
regulatory authority.

      4.9 Restrictions on Employer Contributions. It is specifically provided
that in each Plan Year the Plan shall comply with the alternative method of
satisfying the 'actual contribution percentage' tests set forth in section
401(m) of the Code and applicable regulatory authority.


                                      -19-
<PAGE>   25
            4.10  Excess Contributions.

                  (A) Anything to the contrary herein notwithstanding, any
      Employee contributions to the Plan for a calendar year on behalf of a
      Participant in excess of the restrictions set forth in Section 4.8(A)
      shall be distributed to such Participant not later than April 15 of the
      next following calendar year. At the same time, any related Employer
      contributions shall be forfeited.

                  (B) In coordinating excess contributions pursuant to this
      Section, such excess contributions shall be treated in the following
      order:
                        (1) first, excess Employee contributions described in
            Subsection (A) above not considered in determining related Employer
            contributions shall be distributed; and

                        (2) next, excess Employee contributions described in
            Subsection (A) above considered in determining related Employer
            contributions shall be distributed, and related Employer
            contributions shall be forfeited.

                  (C) Any distribution or forfeiture of excess contributions
      pursuant to Subsections (A) or (B) of this Section shall be adjusted for
      income or loss allocated thereto in a manner consistent with applicable
      Treasury Regulations, rulings and notices, and such distribution (or
      forfeiture, if applicable) will include such income or be reduced by such
      loss. Any distribution or forfeiture of excess contributions pursuant to
      this Section shall be made in cash.


                                      -20-
<PAGE>   26
                                    ARTICLE V

                              VALUATION OF ACCOUNTS

      All amounts contributed to the Trust shall be invested as soon as
administratively feasible following their receipt by the Trustee, and the
balance of each Account shall reflect the result of daily pricing of the assets
in which such Account is invested from the time of receipt by the Trustee until
the time of distribution.


                                      -21-
<PAGE>   27
                                   ARTICLE VI

                                     VESTING

     6.1 Normal Retirement: Notwithstanding the provisions of Section 6.4, a
Participant shall have a Nonforfeitable Interest in such Participant's entire
Employer Contribution Account if the Participant is actively employed (A) on or
after age 65, (B) on the day immediately preceding such Participant's death, or
(C) on separation from service of the Employer upon incurring a Total
Disability. No forfeiture shall thereafter arise under Section 4.3.

      6.2 Plan Termination, Partial Plan Termination, or Complete Plan
Discontinuance of Employer Contributions. Notwithstanding any other provision of
this Plan, in the event of a termination or partial termination of the Plan, or
a complete discontinuance of Employer contributions under the Plan, all affected
Participants shall have a Nonforfeitable Interest in their Employer Contribution
Accounts determined as of the date of such event. The value of these accounts
and their Employee Contribution Accounts and Prior Employee Contribution
Accounts as of such date shall be determined in accordance with the provisions
of the Plan.

      6.3   Vesting of Employee Contributions.  A Participant shall accrue a
Nonforfeitable Interest in such Participant's Employee Contribution Account
and Prior Employee Contribution Account at all times.

      6.4 Vesting of Employer Contributions. A Participant shall accrue a
Nonforfeitable Interest in such Participant's Employer Contribution Account at
the rate of 2% per month up to a maximum of 100%, for each month of such
Participant's Period of Service, commencing after the Participant's first year
of service. If a Participant's Nonforfeitable Interest under any prior vesting
schedule of the Plan is greater than the Nonforfeitable Interest calculated
under the above schedule, such Participant shall retain that Nonforfeitable
Interest, and if the Nonforfeitable Interest is less than 100%, it will increase
at the rate of 2% per month. Notwithstanding the above, a Participant will have
a 100% Nonforfeitable Interest in such Participant's Employer Contribution
Account upon retirement under the American General Retirement Plan or any
successor plan.

      Each Participant with a Period of Service of five years or more with the
Employer on the effective date of any amendment to the preceding paragraph may
elect, within a reasonable period after the adoption of the amendment, to have
such Participant's Nonforfeitable Interest computed under the Plan without
regard to such amendment. The period during which the election may be made shall
commence with the date the amendment is adopted and shall end on the later of:

            (A) 60 days after the restatement is adopted:

            (B)   60 days after the amendment becomes effective; or

            (C) 60 days after the Participant is issued written notice of the
      amendment by


                                      -22-
<PAGE>   28
the Employer or the Administrative Board.

            Further notwithstanding the above, a Participant will have a 100%
Nonforfeitable Interest in such Participant's Employer Contribution Account
Subaccount at all times.

      6.5 Vesting After a Period of Severance. No Period of Service after a
Period of Severance equal to at least five consecutive One-Year Breaks in
Service shall be taken into account in determining the nonforfeitable percentage
in a Participant's Employer Contribution Account accrued up to any such Period
of Severance.

      6.6 Vesting Before a Period of Severance of Five Consecutive One-Year
Breaks in Service. A Participant who separates from service of the Employer and
received a distribution of the Nonforfeitable Interest (of less than 100%), in
such Participant's Employer Contribution Account in accordance with Section 7.4,
shall forfeit amounts that are forfeitable in accordance with Section 4.3.

      6.7 Election to Make a Withdrawal. If a Participant elects to make a
withdrawal pursuant to Section 7.6(B), (C), (D) or (E) while remaining employed
by the Company, such distribution will be subject to the vesting provisions of
Section 6.4. Upon incurring a Period of Severance equal to at least five
consecutive One-Year Breaks in Service, that part of such individual's Employer
Contribution Account which is not vested shall be forfeited, and such forfeiture
shall be available to reduce future Employer Contributions.

      6.8 Transfer Between Plans. If a Participant ceases to be eligible as an
Employee under this Plan but immediately becomes an Employee for purposes of
another thrift plan maintained by the Company or its subsidiaries ("Other
Plan"), such change in employment status will not be deemed a termination of
employment for purposes of this Plan.

      6.9 Independent Life Transferred Employees. A Transferred Employee is an
Employee who was an employee of Independent Life and Accident Insurance Company
on the day preceding his employment by the Employer. For purposes of computing a
Participant's Nonforfeitable Interest in this Plan, a Transferred Employee's
Period of Service will include full and partial years of credited service under
the Independent Life INVEST Plan plus, if applicable, service with the Company
from date of transfer from Independent Life and Accident Insurance Company to
April 1, 1997.

      A Participant's Employee Contribution Account, Prior Employee Contribution
Account and Employer Contribution Account will be frozen, and no future Employee
or Employer contributions will be made. However, the Participant will continue
to accrue vesting in this Plan based on years of service credited in the Other
Plan at the rate which would have been applicable had such individual continued
participation in this Plan.

      If an Employee has ceased to be a Participant under an Other Plan and
immediately becomes a Participant under this Plan, such Employee will not be
required to complete the one-year Period of Service or one year of
"participation service" in Section 3.1 before participating in this Plan; and
the Employee's Period of Service and Hours of Service under the Other Plan will
be added to the Period of Service and Hours of Service under this Plan.


                                      -23-
<PAGE>   29
                                   ARTICLE VII

                                    BENEFITS

      7.1 Normal Retirement. Upon separation from service on or after satisfying
eligibility requirements for early, normal, or late retirement under the
Company's retirement plan, other than by reason of death, a Participant shall be
entitled to a benefit based on the combined balance of the Participant's
Employee Contribution Account, Prior Employee Contribution Account and Employer
Contribution Account distributed in a manner provided in Article IX.

      7.2 Disability. In the event that a Participant separates from service of
the Employer upon incurring a Total Disability before the Normal Retirement
Date, such Participant shall be entitled to a benefit based on the combined
balance of such individual's Employee Contribution Account, Prior Employee
Contribution Account, and Employer Contribution Account distributed in the
manner provided in Article IX.

      7.3 Death. In the event of the death of a Participant prior to the
commencement of a benefit described in Sections 7.1, 7.2, or 7.4, the
Beneficiary shall be paid the combined balance in the Participant's Employee
Contribution Account, Prior Employee Contribution Account and Employer
Contribution Account distributed in the manner provided in Article IX.

      7.4 Termination of Service. In the event a Participant separates from
service of the Employer prior to the Normal Retirement Date for any reason other
than death or Total Disability and Section 7.1 does not apply, the
Nonforfeitable Interest in such Participant's Employer Contribution Account
determined pursuant to Article VI and the balance of such Participant's Employee
Contribution Account and Prior Employee Contribution Account shall be
distributable to the Participant in accordance with Article IX.

      7.5   Valuation Date to be Used.

            (A) If a Participant or Beneficiary becomes entitled to a benefit
pursuant to Section 7.1, 7.2, 7.3, or 7.4, and elects to receive a distribution
of such benefit as a result thereof, the value of the account balances to be
distributed shall be determined as of the date of the event giving rise to the
distribution. For purposes of Section 7.1, the event occasioning the benefit
shall be the Participant's separation from service on or after satisfying the
eligibility requirements for early, normal, or late retirement under the
Company's retirement plan, other than by reason of death. For purposes of
Section 7.2, the event occasioning the benefit shall be the Participant's
separation from service of the Employer on account of Total Disability. For
purposes of Section 7.3, the event occasioning the benefit shall be the death of
the Participant prior to the commencement of a benefit described in Section 7.1,
7.2, or 7.4. For purposes of Section 7.4, the event occasioning the benefit
shall be the date the Participant separated from service.

            (B) If pursuant to Section 8.4, a Participant elects to receive a
benefit after an event set forth in Section 7.1, 7.2, 7.3, or 7.4, the value of
the account balances to be distributed


                                      -24-
<PAGE>   30
shall be determined as of the Withdrawal Date on which the Plan Administrator
receives the Participant's withdrawal request in accordance with the procedures
established from time to time by the Administrative Board.

      7.6   Withdrawals.

            (A) A Participant may withdraw from his Prior Employee Contribution
Account any or all amounts held in such Account which have been so held for six
months or more.

            (B) A Participant who has withdrawn all amounts in his Prior
Employee Contribution Account but who has not made or had made on his behalf to
the Plan basic Employee contributions for at least 60 cumulative months may
withdraw from his Employer Contribution Account other than his Employer
Contribution Account Subaccount any or all amounts held in such account which
have been so held for 24 months or more, but not in excess of his Nonforfeitable
Interest in the then value of such account. Any amounts in an Employer
Contribution Account which is a Rollover Account must be withdrawn prior to
amounts in any other Employer Contribution Account.

            (C) A Participant who has withdrawn all amounts in his Prior
Employee Contribution Account and who has made or had made on his behalf to the
Plan basic Employee contributions for at least 60 cumulative months may withdraw
from his Employer Contribution Account other than his Employer Contribution
Account Subaccount an amount not exceeding his Nonforfeitable Interest in the
then value of such Account. Any amounts in an Employer Contribution Account
which is a Rollover Account must be withdrawn prior to amounts in any other
Employer Contribution Account.

            (D) A Participant who has attained age 59 1/2 and who has made all
available withdrawals pursuant to Subsections (A), (B), and (C) above may
withdraw from his Employer Contribution Account Subaccount an amount not
exceeding the then value of such Account.

            (E) A Participant who has attained age 59-1/2 and who has made all
available withdrawals pursuant to Subsections (A), (B), (C) and (D) above may
withdraw from his Employee Contribution Account an amount not exceeding the then
value of such Account.

            (F) A Participant who has a financial hardship, as determined by the
withdrawal committee ("Withdrawal Committee") appointed by the Administrative
Board, and who has made all available withdrawals pursuant to the Subsections
above and pursuant to the provisions of any other plans of the Employer or any
Controlled Entities of which he is a member and who has obtained all available
loans pursuant to the provisions of any plans of the Employer and any Controlled
Entities of which he is a member may withdraw from his Employee Contribution
Account amounts not to exceed the lesser of (1) his Nonforfeitable Interest in
the then value of such account or (2) the amount determined by the Withdrawal
Committee as being available for withdrawal pursuant to this Subsection. No
withdrawals on account of financial hardship will be permitted for amounts less
than $500. For purposes of this Subsection, financial hardship means the
immediate and heavy financial


                                      -25-
<PAGE>   31
needs of the Participant. A withdrawal based upon financial hardship pursuant to
this Subsection shall not exceed the amount required to meet the immediate
financial need created by the hardship and not reasonably available from other
resources of the Participant. The determination of the existence of a
Participant's financial hardship and the amount required to be distributed to
meet the need created by the hardship shall be made by the Withdrawal Committee
based upon information requested from the Participant by the Withdrawal
Committee and considering all relevant facts and circumstances. The amount of an
immediate and heavy financial need may include any amounts necessary to pay any
federal, state, or local income taxes or penalties reasonably anticipated to
result from the distribution. In addition to any immediate and heavy financial
need as may be determined by the Withdrawal Committee, a withdrawal shall be
deemed to be made on account of an immediate and heavy financial need of a
Participant if the withdrawal is on account of:

                  (1) medical expenses described in section 213(d) of the Code
      incurred by the Participant, the Participant's spouse or any dependents of
      the Participant (as defined in section 152 of the Code) or necessary for
      those persons to obtain medical care described in section 213(d) of the
      Code, and not reimbursed by insurance;

                  (2)   costs directly related to the purchase (excluding
      mortgage payments) of a principal residence of the Participant;

                  (3) payment of tuition and related educational fees for the
      next 12 months of post-secondary education of the Participant, or the
      Participant's spouse, children or dependents (as defined in section 152 of
      the Code); or

                  (4) the need to prevent the eviction of the Participant from
      his principal residence or foreclosure on the mortgage of the
      Participant's principal residence.

The decision of the Withdrawal Committee shall be final and binding, provided
that all Participants similarly situated shall be treated in a uniform and
nondiscriminatory manner. The above notwithstanding, withdrawals under this
Subsection from a Participant's Employee Contribution Account shall be limited
to the sum of the Participant's Employee contributions to the Plan, less any
previous withdrawals of such amounts. A Participant who makes a withdrawal under
this Subsection may not again make elective contributions to the Plan or any
other qualified or nonqualified plan of the Employer or any Controlled Entity
for a period of 12 months following such withdrawal. Further, such Participant
may not make elective contributions under the Plan or any other plan maintained
by the Employer or any Controlled Entity for such Participant's taxable year
immediately following the taxable year of the withdrawal in excess of the
applicable limit set forth in Section 4.8(A) for such next taxable year less the
amount of such Participant's elective contributions for the taxable year of the
withdrawal.

            (G) All withdrawals pursuant to this Section shall be made as of the
Withdrawal Date on which the Plan Administrator receives a withdrawal request in
accordance with the procedures established from time to time by the
Administrative Board. All withdrawals shall be made pro rata from each fund in
which such account is invested.


                                      -26-
<PAGE>   32
      7.7   Loans.

            (A) Upon application by (1) any Participant who is an Employee or
(2) any Participant no longer employed by the Employer, a beneficiary of a
deceased Participant or an Alternate Payee under a Qualified Domestic Relations
Order, as defined in Section 13.11, who retains a balance in his Accounts under
the Plan and who is a party-in-interest, as that term is defined in section
3(14) of ERISA, as to the Plan (an individual who is eligible to apply for a
loan under this Section being hereinafter referred to as a "Participant" for
purposes of this Section), the loan committee ("Loan Committee") appointed by
the Administrative Board may in its discretion direct the Trustee to make a loan
or loans to such Participant. Such loans shall be made pursuant to the
provisions of the Loan Committee's written loan procedure, which procedure is
hereby incorporated by reference as a part of the Plan.

            (B) A loan to a Participant may not exceed 50% of the then value of
such Participant's Nonforfeitable Interest in his Accounts.

            (C) Paragraph (B) above to the contrary notwithstanding, the amount
of a loan made to a Participant under this Section shall not exceed an amount
equal to the difference between:

                  (1) The lesser of $50,000 (reduced by the excess, if any, of
      (A) the highest outstanding balance of loans from the Plan during the
      one-year period ending on the day before the date on which the loan is
      made over (B) the outstanding balance of loans from the Plan on the date
      on which the loan is made) or one-half of the present value of the
      Participant's total nonforfeitable accrued benefit under all qualified
      plans of the Employer or Controlled Entity; minus

                  (2) The total outstanding loan balance of the Participant
      under all other loans from all qualified plans of the Employer or a
      Controlled Entity.


                                      -27-
<PAGE>   33

                                  ARTICLE VIII

                            COMMENCEMENT OF BENEFITS

      8.1 Benefits After Normal Retirement Date. Payment shall be made within 60
days after the Participant separates from service of the Employer (including
separation by reason of death or Total Disability) on or after the Participant's
Normal Retirement Date.

      Although full vesting is granted at age 65, distribution of the account of
a Participant who continues active work past the Normal Retirement Date shall be
postponed until such Participant's actual termination of employment or prior
Plan withdrawal. Any such Participant may continue active participation in the
Plan until the Participant's actual retirement date.

      Notwithstanding the foregoing, subject to the provisions of Section 8.4, a
Participant who terminates employment (for a reason other than death) may, if
his total accounts (both vested and nonvested) exceed $5,000, elect to defer
payment of his benefit by making an appropriate election to defer with the Plan
Administrator.

      8.2 Certain Benefits Before Normal Retirement Date. Except as provided in
Section 8.1, upon the death of the Participant, payment shall be made not later
than 60 days after receipt by the Plan Administrator of proof of death. Except
as provided in Section 8.1, upon separation from service of the Employer upon
incurring a Total Disability, payment shall be made no later than 60 days after
the determination that Total Disability exists.

      8.3 Termination of Service Before Normal Retirement Date. Upon separation
from service before Normal Retirement Date other than by reason of death or
Total Disability, the benefit to which a Participant is entitled under Section
7.4 shall be paid no later than 60 days after the Participant's separation from
service, and is to be paid in the form prescribed in Article IX.

      8.4 Commencement of Benefits. Notwithstanding anything in Section 8.1,
8.2, or 8.3, other than an election to defer made by a Participant pursuant to
Section 8.1, payments of benefits shall be made or shall commence no later than
60 days after the close of the Plan Year in which the Participant attains or
would have attained age 65, or, if later, separates from service.

      Notwithstanding anything in this Section or in Sections 8.1, 8.2, or 8.3
to the contrary, the entire Nonforfeitable Interest of each Participant shall be
distributed to such Participant no later than April 1 of the calendar year
following the later of (i) the calendar year in which the Participant attains
age 70 1/2 or (ii) the calendar year in which the Participant terminates his
employment with the Employer (provided, however, that clause (ii) of this
sentence shall not apply prior to January 1, 1999, and shall not apply in the
case of a Participant who is a 'five-percent owner' (as defined in section 416
of the Code) with respect to the Plan Year ending in the calendar year in which
such Participant attains age 70 1/2. Notwithstanding the foregoing, in
accordance with procedures adopted by the Administrative Board, (1) a
Participant (who is not a 'five-percent owner' with respect to the calendar year
in which the Participant attains age 70 1/2


                                      -28-
<PAGE>   34
who attains age 70 1/2 in calendar year 1996, 1997, or 1998, may elect to defer
his payment as if such age were attained after calendar year 1998, and (2) a
Participant who attains age 70 1/2 prior to calendar year 1997 and who has not
terminated employment with the Employer may elect to stop distributions which
have commenced as of a prior payment date.

      If a Participant dies before the entire Nonforfeitable Interest has been
distributed to such Participant, such interest shall be distributed, within five
years of the Participant's death, to the designated Beneficiary.

      No benefit shall be paid to a Participant who is under the age of 65,
without such person's consent, if the total value (both vested and unvested) of
such Participant's accounts exceeds $5,000.

      A Participant's commencement of benefits shall be in compliance with the
provisions of section 401(a)(9) of the Code and applicable Treasury Regulations
thereunder.


                                      -29-
<PAGE>   35
                                   ARTICLE IX

                            DISTRIBUTION OF BENEFITS

      9.1 Mode of Benefit Payments. Upon death, retirement, Total Disability,
termination of employment for any other reason or withdrawal, amounts in the
Participant's Employer Contribution Account (subject to the vesting provisions
of Article VI), and amounts in the Participant's Employee Contribution Account,
Prior Employee Contribution Account, and Rollover Account shall be distributed
as follows:

            (A)   from the Stock Fund, either in Company Stock or in cash at
      the Participant's election;

            (B) from the Investment Funds, in cash.

            Notwithstanding the above and notwithstanding the following
      sentence, if a distribution would include fractional shares of Company
      Stock, the value of such fractional shares shall be paid in cash instead.
      Except in situations subject to Section 9.3, if an election is not
      received by the Plan Administrator prior to commencement of payment of
      benefits pursuant to Section 8.4, the distribution of the vested interest
      in the Participant's Employer Contribution Account and of any amounts in
      the Participant's Employee Contribution Account, Prior Employee
      Contribution Account, and Rollover Account which are held in the Stock
      Fund shall be made in Company Stock, and the distribution of all other
      amounts shall be in cash.

All assets held in the Participant's Accounts shall be valued as of the date
prescribed in Section 7.5. No interest or other earnings shall be paid after the
valuation date prescribed in Section 7.5. Distributions of benefits shall be
made as soon as administratively feasible and in accordance with Article VIII.

      9.2   Stock Certificates.  Where certificates for shares of stock are
distributed, they will be issued in the name of the Participant only.
However, upon the death of a Participant, certificates will be issued in the
name of the Beneficiary.

      9.3 Automatic Distributions. A Participant whose total accounts (both
vested and nonvested) are valued at $5,000 or less must make an election
authorized by Section 9.1 within 30 days following termination of employment,
retirement, or Total Disability. A Beneficiary must make an election within 30
days following the Participant's death. If an election is not received by the
Plan Administrator within the applicable time periods stated above, the
distribution shall be made in cash.

      Nothing in this Article shall be construed to permit or require
distribution of assets in which the Participant does not have a Nonforfeitable
Interest, as determined under Article VI. Likewise, this Article shall not be
construed to permit or require a distribution without a Participant's consent if
such distribution is prohibited by Section 8.4.


                                      -30-
<PAGE>   36
      9.4 Unclaimed Benefits. In the case of a benefit payable on behalf of a
Participant, if the Plan Administrator is unable to locate the Participant or
Beneficiary to whom such benefit is payable, upon the Plan Administrator's
determination thereof, such benefit shall be forfeited and shall be available to
reduce future Employer contributions. Notwithstanding the foregoing, if
subsequent to any such forfeiture the Participant or Beneficiary to whom such
benefit is payable makes a valid claim for such benefit, such forfeited benefit
shall be restored to the Plan in the manner provided in Section 4.3. No interest
or other earnings shall be paid or accrued in regard to the restored benefit.

      9.5   Direct Rollovers.

            (A) This Section 9.5 applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Section, a distributee
may elect, at the time and in the manner prescribed by the Plan Administrator,
to have any portion of an "eligible rollover distribution" paid directly to an
"eligible retirement plan" specified by the "distributee" in a "direct
rollover."

            (B) For purposes of this Section 9.5, the following terms and
phrases shall have these respective meanings:

                  (1) "Eligible rollover distribution" is any distribution of
      all or any portion of the balance to the credit of the distributee, except
      that an eligible rollover distribution does not include: any distribution
      that is one of a series of substantially equal periodic payments (not less
      frequently than annually) made for the life (or life expectancy) of the
      distributee or the joint lives (or joint life expectancies) of the
      distributee and the distributee's designated beneficiary, or for a
      specified period of ten years or more; any distribution to the extent such
      distribution is required under section 401(a)(9) of the Code; and the
      portion of any distribution that is not includible in gross income
      (determined without regard to the exclusion for net unrealized
      appreciation with respect to employer securities). Further, a distribution
      pursuant to newly relettered Section 7.6(F) shall not constitute an
      Eligible Rollover Distribution to the extent provided in section 402(c)(4)
      of the Code and the interpretive authority thereunder.

                  (2) "Eligible retirement plan" is an individual retirement
      account described in section 408(a) of the Code, an individual retirement
      annuity described in section 408(b) of the Code, an annuity plan described
      in section 403(a) of the Code, or a qualified trust described in section
      401(a) of the Code, that accepts the distributee's eligible rollover
      distribution. However, in the case of an eligible rollover distribution to
      the surviving spouse, an eligible retirement plan is an individual
      retirement account or individual retirement annuity.

                  (3) "Distributee" includes an employee or former employee. In
      addition, the employee's or former employee's surviving spouse and the
      employee's or former employee's spouse or former spouse who is the
      alternate payee under a qualified


                                      -31-
<PAGE>   37
     domestic relations order, as defined in section 414(p) of the Code, are
     distributees with regard to the interest of the spouse or former spouse.

                  (4) "Direct rollover" is a payment by the plan to the eligible
      retirement plan specified by the distributee.


                                      -32-
<PAGE>   38
                                    ARTICLE X

                         PLAN AMENDMENT AND TERMINATION

      10.1 Amendment of the Plan. The Company shall have the right to amend or
modify this Plan and (with the consent of the Trustee) the Trust agreement at
any time, and from time to time, to any extent that it may deem advisable. Any
such amendment or modification shall be set out in an instrument in writing,
duly authorized by the Board of Directors and executed by the Company. No such
amendment or modification shall, however, increase the duties or
responsibilities of the Trustee without its consent thereto in writing, or have
the effect of transferring to or vesting in any Employer any interest or
ownership in any properties of the Trust Fund, or of permitting the same to be
used for or diverted to purposes other than for the exclusive benefit of the
Participants and their Beneficiaries. No such amendment shall decrease the
accounts of any Participant or shall decrease any Participant's Nonforfeitable
Interest in such account. Notwithstanding anything herein to the contrary, the
Plan or the Trust agreement may be amended in such manner as may be required at
any time to make it conform to the requirements of the Code or any United States
statutes with respect to employee trusts, or any amendment thereto, or any
regulations or rulings issued pursuant thereto, and no such Plan or Trust
amendment shall be considered prejudicial to any then existing rights of any
Participant or Beneficiary under the Plan.

      For purposes of this Section and subject to regulations to be issued by
the Secretary, a Plan amendment made after July 30, 1984, which has the effect
of reducing an early retirement benefit or an optional form of benefit, with
respect to benefits attributable to service before the amendment (even though
unvested), shall be treated as reducing a Participant's account.

      10.2 Communication of Amendments. All amendments, including one to
terminate the Plan, shall be adopted in writing by the Company's Board of
Directors. Any material modification of the Plan by amendment or termination
shall be communicated to all interested parties and the Secretaries of Labor and
the Treasury in the time and manner prescribed by law.

      10.3 Termination or Discontinuance of Employer Contributions. Upon plan
termination or discontinuance of Employer contributions under the Plan all
account balances shall be valued in accordance with Section 6.2. The Trustee
shall then, as soon as administratively feasible, pay each Participant and
Beneficiary the entire interest in the Trust attributable to such Participant or
Beneficiary in a lump sum, and shall pay any remaining amount to the Employer.
In case of any Participant whose residence is unknown, the Plan Administrator
shall notify such Participant at the last known address by certified mail with
return receipt requested advising such Participant of a pending distribution.

      10.4 Acceptance or Rejection of Amendment Employers. The Company shall
promptly deliver to each other Employer any amendment to this Plan or the Trust
agreement. Upon delivery to an Employer of an executed copy of an amendment
properly authorized and adopted by the Company, the Plan as to such Employer
shall be thereupon amended in accordance therewith.


                                      -33-
<PAGE>   39
      10.5 Termination of the Plan by an Employer. An Employer may at any time,
by adoption of a resolution, terminate the Plan with respect to the Employees of
said Employer, and may direct and require the Trustee to liquidate the share of
the Trust Fund allocable to its Employees or their Beneficiaries. If the Plan is
terminated by fewer than all Employers, the Plan shall continue in effect for
the Employees of the remaining Employers. In the event that an Employer shall
cease to exist, the Plan shall be terminated with respect to the Employees of
such Employer, unless a successor organization adopts and continues the Plan.

      10.6 Notice of Terminating Employer. A terminating or withdrawing Employer
shall give 90 days notice in writing of its intention to the Administrative
Board, the Company, and the Trustee, unless a shorter notice is agreed to by the
Company. If an Employer withdraws from this Plan and provides for a successor
plan for its Employees, the Trust Fund assets of this Trust held on behalf of
such Employer may be determined and transferred to a successor trust upon
approval by the appropriate District Director of Internal Revenue.


                                      -34-
<PAGE>   40
                                   ARTICLE XI

                                 ADMINISTRATION

      11.1  Named Fiduciaries.  The named fiduciaries shall be the Plan
Administrator and the Trustee.

      11.2  Appointment of the Trustee.

            (A) The Company shall designate the Trustee in a written statement
filed with the Company's Board of Directors. The appointment of the Trustee
shall become effective at such time as the Trustee and the Company execute a
valid written trust which definitely and affirmatively precludes prohibited
diversion.

            (B) The resignation of a Trustee shall be made in writing, submitted
to the Company, and recorded in the minutes of the Board of Directors. The
discharge of any person described in the preceding sentence shall be effectuated
in writing by the Company and delivered to such person with the details thereof
recorded in the minutes of the Company's Board of Directors. Appointment of a
successor Trustee shall be carried out in the manner prescribed in Subsection
(A).

      11.3 Trustee's Powers and Duties. The powers and duties of the Trustee
shall be to manage and control the funds of the Trust in accordance with the
terms of the Trust agreement forming a part hereof.

      11.4 Administrative Expenses. Except for fees relating to Participant
loans and commissions on and other costs relating to acquisitions or disposition
of securities, including any reasonable fees in connection with the Investment
Funds, the Employer may pay the administrative expenses of the Plan and Trust,
including the reasonable compensation of the Trustee and reimbursement of its
reasonable expenses. To the extent not paid by the Employer, the administrative
expenses of the Plan and Trust will be paid by the Trustee of the Trust

      11.5  Plan Administrator's Powers and Duties.  The Plan Administrator
shall have the following powers and duties:

            (A)   to construe and interpret the provisions of the Plan;

            (B)   to decide all questions of eligibility for Plan
      participation and for the payment of benefits;

            (C) to provide appropriate parties, including government agencies,
      with such returns, reports, schedules, descriptions, and individual
      statements as required by law within the times prescribed by law, to
      furnish to the Employer, upon request, copies of any or all such
      materials, and further, to make copies of such instruments, reports, and
      descriptions as are required by law available for examination by
      Participants (and such of


                                      -35-
<PAGE>   41
     their Beneficiaries who are or may be entitled to benefits under the Plan)
     in such places and in such manner as required by law;

            (D) to obtain from the Employer, the Employees, and the Trustee such
      information as shall be necessary for the proper administration of the
      Plan;

            (E)   to determine the amount, manner, and time of payment of
      benefits hereunder;

            (F) subject to the approval of the Company only as to any additional
      expense, to appoint and retain such agents, counsel, and accountants for
      the purpose of properly administering the Plan and, when required to do so
      by law, to engage an independent Certified Public Accountant to annually
      prepare the audited financial statement of the Plan's operations;

            (G) to take all actions and to communicate to the Trustee in writing
      all necessary information to carry out the terms of the Plan and the Trust
      agreement;

            (H)   to notify the Trustee in writing of the termination of the
      Plan or the complete discontinuance of Employer contributions,

            (I) to direct the Trustee to distribute assets of the Trust to each
      Participant and Beneficiary in accordance with Article IX of the Plan;

            (J) to furnish each recipient of a "qualifying rollover
      distribution," as defined by section 402 of the Code, with a written
      explanation of the Code provisions under which such distribution will not
      be subject to tax if transferred to an eligible retirement plan within 60
      days after which the recipient received the distribution and, if
      applicable, the provisions concerning "Capital Gains Treatment for Portion
      of Lump Sum Distribution" and the provisions concerning "Tax on Lump Sum
      Distributions" provided by section 402 of the Code;

            (K) to establish, at a meeting duly called for such purpose, a
      funding policy and method consistent with the objectives of the Plan and
      the requirements of Title I of ERISA. The Administrative Board shall meet
      at least annually to review such funding policy and method; and

            (L) to do such other acts reasonably required to administer the Plan
      in accordance with its provisions or as may be provided for or required by
      law.

      All actions of the Plan Administrator taken pursuant to this Section shall
be presented in a meeting of the Administrative Board and recorded in the
minutes thereof. An annual report shall be presented to the Board of Directors.

      11.6 Named Fiduciary's Powers and Duties. It shall be the responsibility
of the Plan Administrator to provide a notice in writing to any Participant or
Beneficiary whose claim for


                                      -36-
<PAGE>   42
benefits under this Plan has been denied by the Plan Administrator, setting
forth the specific reasons for such denial, and to afford such Participant or
Beneficiary a reasonable opportunity for a full and fair review of that
decision.

      11.7 Allocation of Functions. Where more than one person serves as Plan
Administrator, such persons may agree in writing to allocate among themselves
the various powers and duties prescribed in Section 11.5, provided all such
persons sign such agreement. A copy of any such agreement shall be promptly
relayed to the Company.


                                      -37-
<PAGE>   43
                                   ARTICLE XII

                             ADOPTION AND WITHDRAWAL

      12.1 Procedure for Adoption. Any Controlled Entity may, with the approval
of the Board of Directors, adopt and become an Employer under this Plan pursuant
to appropriate written resolutions of the board of directors of such adopting
Controlled Entity, by executing and delivering to the Company and the Trustee an
adoptive instrument specifying the classification of its Employees who are to be
eligible to participate in the Plan, and by agreeing to be bound as an Employer
by all the terms of the Plan with respect to its eligible Employees. The
adoptive instrument may contain such changes and variations in the terms of the
Plan as may be acceptable to the Company. However, the sole, exclusive right of
any other amendment of whatever kind or extent to the Plan or Trust are reserved
by the Company. The adoption agreement shall become, as to such adopting
organization and its Employees, a part of this Plan, as then or thereafter
amended, and the related Trust. It shall not be necessary for the adopting
organization to sign or execute the original or the amended Plan and Trust
documents. The effective date of the Plan for any such adopting organization
shall be that stated in the adoption agreement, and from and after such
effective date such adopting organization shall assume all the rights,
obligations, and liabilities of an Employer hereunder and under the Trust. The
Company's administrative powers and control of the Plan, as provided in this
instrument and the Trust, including the sole right of amendment, and of
appointment and removal of the Administrative Board and the Trustee and their
successors, shall not be diminished by reason of the participation of any such
adopting organization in the Plan and Trust.

      12.2  Effect of Adoption.  The following special provisions shall apply
to all Employees.

            (A) An Employee shall be considered in service while regularly
      employed simultaneously or successively by one or more Employers.

            (B) The transfer of an Employee from one Employer to another
      Employer shall not be deemed a termination of service.

      12.3 Withdrawal. Any participating Employer by action of its board of
directors or other governing authority and notice to the Company and the
Trustee, may withdraw from the Plan and Trust at any time, without affecting
other Employers not withdrawing, by complying with the provisions of the Plan
and Trust. A withdrawing Employer may arrange for the continuation, by itself or
its successor, of this Plan and Trust in separate forms for its own Employees,
with such amendments, if any, as it may deem proper, and may arrange for
continuation of the Plan and Trust by merger with an existing plan and trust and
transfer of Trust assets. The Company may, in its absolute discretion, terminate
an adopting Employer's participation at any time when in its judgment such
adopting Employer fails or refuses to discharge its obligations under the Plan.
If an Employer is no longer a Controlled Entity, the Company may at any time
terminate such Employer's participation under this Plan.


                                      -38-
<PAGE>   44
                                  ARTICLE XIII

                                  MISCELLANEOUS

      13.1 Merger of this Plan with Another Plan. In the event of any merger or
consolidation of the Plan with, or transfer, in whole or in part, of the assets
and liabilities of the Trust Fund to another trust fund held under any other
plan of deferred compensation maintained or to be established for the benefit of
all or some of the Participants of this Plan, the assets of the Trust Fund
applicable to such Participants shall be transferred to the other trust fund
only if:

            (A) each Participant would (if either this Plan or the other plan
      then terminated) receive a benefit immediately after the merger,
      consolidation, or transfer which is equal to or greater than the benefit
      such Participant would have been entitled to receive immediately before
      the merger, consolidation, or transfer (if this Plan had then terminated);

            (B) resolutions of the board of directors of the Employer under this
      Plan, or of any new or successor employer' of the affected Participants,
      shall authorize such transfer of assets; and, in the case of the new or
      successor employer of the affected Participants, its resolutions shall
      include an assumption of liabilities with respect to such Participants'
      inclusion in the new employer's plan; and

            (C) such other plan and trust are qualified under sections 401(a)
      and 501(a) of the Code.

      13.2 Assignment and Alienation of Benefits. Except as otherwise provided
in Section 13.11, except as to certain judgments and settlements described in
section 401(a)(13) of the Code, and except as otherwise provided under other
applicable law, no right or interest of any kind in any benefit under this Plan
shall be transferable or assignable by any Participant or by any beneficiary or
be subject to anticipation, adjustment, alienation, encumbrance, garnishment,
attachment, execution, or levy of any kind.

      13.3 Communication to Employees. The Plan Administrator shall furnish to
each Participant and each Beneficiary receiving benefits under the Plan a copy
of a summary plan description and a summary of any material modifications
thereof at the time and in the manner prescribed by law.

      13.4 Number and Gender. The masculine pronoun shall include the feminine
pronoun, and the singular number shall include the plural number, unless the
context of the Plan requires otherwise.

      13.5 Construction. The terms of the Plan shall be construed under the laws
of the State of Texas except to the extent such laws are preempted by federal
law.

      13.6 Not a Contract of Employment. The adoption of this Plan by an
Employer shall


                                      -39-
<PAGE>   45
not constitute a contract of employment between the Employer and any Employee.

      13.7 Indemnity. The Company shall indemnify all those to whom it has
delegated fiduciary duties against any and all claims, loss, damages, expense,
and liability arising from their responsibilities in connection with the Plan,
unless the same is determined to be due to gross negligence or willful
misconduct. Plan benefits shall be provided only from the Trust Fund, and
neither the Employer nor the Trustee guarantees or assumes any liability that
the Trust Fund will at any time be sufficient therefor.

      13.8 Change of Beneficiary. A Participant may change the Beneficiary
designation under the Plan at any time by submitting a Change of Beneficiary
request in accordance with the procedures established from time to time by the
Administrative Board.

      13.9 Applications to the Administrative Board. Correspondence shall be
sent to such address as the Administrative Board shall designate from time to
time or to the following address:

            Administrative Board for the American General Employees'
               Thrift and Incentive Plan
            c/o Plan Administrator
            2929 Allen Parkway
            Houston, Texas 77019

      13.10 Top-Heavy Rules.


            (A) For purposes of this Section 13.10, the following language
defines a Top-Heavy Plan:

                  (1)   In general:

                        (a) Plans Not Required to be Aggregated. Except as
            provided in Subsection 13.10(A)(1)(b), the term "Top-Heavy Plan"
            means, with respect to any plan year, any defined contribution plan
            if, as of the Determination Date; the aggregate of the accounts of
            Key Employees under the plan exceeds 60% of the aggregate of the
            accounts of all Employees under such plan.

                        (b)   Aggregated Plans. Each plan of an Employer
            required to be included in an Aggregation Group shall be treated
            as a Top-Heavy Plan if such group is a Top-Heavy Group.

                  (2)   Aggregation. For purposes of this Section 13.10:

                             (a) Aggregation Group:

                              (i)   Required Aggregation. The term
                           "Aggregation


                                      -40-
<PAGE>   46
                           Group" means:

                                    1)    each plan of the Employer in which
                              a Key Employee is a Participant; and

                                    2) each other plan of the Employer which
                              enables any plan described in the preceding
                              Subsection (I) to meet the requirements of section
                              401(a)(4) or 410 of the Code.

                              (ii) Permissive Aggregation. The Employer may
                        treat any plan not required to be included in an
                        Aggregation Group under Subsection 13.10(A)(2)(a)(i) as
                        being part of such group, if such group would continue
                        to meet the requirements of sections 401(a)(4) and 410
                        of the Code with such plan being taken into account.

                        (b)   Top-Heavy Group. The term "Top-Heavy Group"
                  means any Aggregation Group if:

                              (i)   the sum (as of the Determination Date) of:

                                    1) the present value of the cumulative
                              accrued benefits for Key Employees under all
                              defined benefit plans included in such group; and

                                    2)    the aggregate of the accounts of
                              Key Employees under all defined contribution
                              plans included in such group;

                              (ii)  exceeds 60% of a similar sum determined
                        for all Employees.

                  For purposes of making the foregoing determination, an
            Employee's account balance as of a Determination Date shall be
            valued as of the most recent date within the 12-month period prior
            to such Determination Date as of which the Trust Fund was valued,
            and the net income (or loss) thereof allocated to the Participants'
            accounts.

                  (3) Distributions During Last Five Years Taken into Account.
            For purposes of determining (a) the present value of the cumulative
            accrued benefit for any Employee, or (b) the amount of the account
            of any Employee, such present value or amount shall be increased by
            the aggregate distributions made with respect to such Employee under
            the plan during the five-year period ending on the Determination
            Date. The preceding sentence shall also apply to distributions under
            a terminated plan which, if it had not been terminated, would


                                      -41-
<PAGE>   47
            have been required to be included in an Aggregation Group.


                  (4)   Other Special Rules. For purposes of this Section
            13.10:

                        (a) Rollover Contributions to a Plan Not Taken into
                  Account. Except to the extent provided in Treasury
                  Regulations, any rollover contribution (or similar transfer)
                  initiated by the Employee and made after December 31, 1983 to
                  a plan shall not be taken into account with respect to the
                  transferee plan for purposes of determining whether such plan
                  is a Top-Heavy Plan (or whether any Aggregation Group which
                  includes such plan is a Top-Heavy Group).

                        (b) Benefits Not Taken into Account if Employee Ceases
                  to be Key Employee. If any individual is a non-Key Employee
                  with respect to any plan for any plan year, but such
                  individual was a Key Employee with respect to such plan for
                  any prior plan year, any accrued benefit for such Employee
                  (and the account of such Employee) shall not be taken into
                  account.

                        (c)   Determination Date.  The term "Determination
                  Date" means, with respect to any plan year:

                              (i)   the last day of the preceding plan year;
                              or

                              (ii) in the case of the first plan year of any
                        plan, the last day of such plan year.

                        (d) Years. To the extent provided in Treasury
                  Regulations, this Section shall be applied on the basis of any
                  year specified in such regulations in lieu of plan years.

                        (e) Benefits Not Taken into Account if Employee Not
                  Employed for Last Five Years. If any individual has not
                  received any compensation from any Employer maintaining the
                  Plan (other than benefits under the Plan) at any time during
                  the five-year period ending on the Determination Date, any
                  accrued benefit for such individual (and the account of such
                  individual) shall not be taken into account.

                        (f) For purposes of determining whether the Plan is Top
                  Heavy, an individual is a "Key Employee" if such person is an
                  individual described in section 416(i)(1) of the Code and the
                  Treasury Regulations promulgated thereunder and, for purposes
                  of applying such provisions, an individual's "compensation"
                  (as such term is used in such section and such regulations)
                  shall be deemed to be equal to such individual's


                                      -42-
<PAGE>   48
                    Remuneration, as defined in Subsection 4.5(B)(2).

      Should the Plan become Top Heavy, the following provisions will apply:



            (B) A Participant shall have a Nonforfeitable Interest in such
Participant's Employer Contribution Account in accordance with Section 6.4 or
the following table, whichever is greater:


<TABLE>
<CAPTION>
                              Years of     Nonforfeitable
                               Service     Percentage

<S>                           <C>          <C>
                              2               20
                              3               40
                              4               60
                              5               80
                              6              100
</TABLE>

            (C) The Employer shall contribute to the Plan for such Plan Year on
behalf of each Participant who is not a Key Employee and who has not terminated
employment as of the last day of such Plan Year an amount equal to:

                  (1) the lesser of (a) 3%, of such Participant's Remuneration
            as described in Subsection 4.5(B)(2) for such Plan Year, or (b) a
            percent of such Participant's Remuneration as described in
            Subsection 4.5(B)(2) for such Plan Year equal to the greatest
            percent determined by dividing for each Key Employee the amount
            allocated to such Key Employee's accounts for such Plan Year, by
            such Key Employee's Remuneration not in excess of $160,000 (adjusted
            automatically to reflect any amendments to section 401(a)(17) of the
            Code and any cost-of-living increases authorized by section
            401(a)(17) of the Code) for such Plan Year; reduced by

                  (2)   the amount allocated to such Participant's accounts
            for such Plan Year.

            The minimum contribution required to be made for a Plan Year
pursuant to this Subsection (C), for a Participant employed on the last day of
such Plan Year, shall be made regardless of whether such Participant is
otherwise ineligible to receive an allocation of the Employer's contributions
for such Plan Year. Notwithstanding the foregoing, no contribution shall be made
pursuant to this Subsection (C) for a Plan Year, with respect to a Participant
who is a participant in a defined benefit plan sponsored by the Employer or a
Controlled Entity, if such Participant accrued under such defined benefit plan
sponsored by the Employer or a Controlled Entity (for the Plan Year of such plan
ending with or within the Plan Year of this Plan) a benefit which is at least
equal to the benefit described in section 416(c)(1) of the Code. Further


                                      -43-
<PAGE>   49
notwithstanding the foregoing, and to the extent permitted by applicable law and
Treasury Regulations, no contribution shall be made pursuant to this Subsection
(C) for a Plan Year, with respect to a Participant who is a participant in
another defined contribution plan sponsored by the Employer or a Controlled
Entity, if such Participant receives under such other defined contribution plan
(for the Plan Year of such plan ending with or within the Plan Year of this
Plan) a contribution which is equal to or greater than the minimum contribution
required by section 416(c)(2) of the Code. Notwithstanding the foregoing, if the
Plan is deemed to be Top Heavy for a Plan Year, the Employers' contribution for
such Plan Year pursuant to this Subsection (C) shall be increased by
substituting "4%" in lieu of "3%" in Subsection 13.10(C)(1) hereof to the extent
that the Board of Directors determine to so increase such contribution to comply
with the provisions of section 416(h)(2) of the Code. Plan provisions to the
contrary notwithstanding, the portion of a Participant's Employer Contribution
Account which is attributable to the minimum contributions required to be made
for a Plan Year pursuant to this Subsection (C) shall not be subject to
forfeiture by reason of such Participants' withdrawal of basic Employee
contributions; provided, however, that such Participant is not a Key Employee.

            (D) The Base Pay of any Participant taken into account under the
Plan shall not exceed $200,000 (or such other amount as shall be prescribed by
Treasury Regulations).

            (E) All other requirements of section 416 of the Code and Treasury
Regulations thereunder shall be complied with.

            (F) If the Plan has been deemed to be Top Heavy for one or more Plan
Years and thereafter ceases to be Top Heavy, the provisions of this Section
13.10 shall cease to apply to the Plan effective as of the Determination Date on
which it is determined to no longer be Top Heavy. Notwithstanding the foregoing,
the nonforfeitable percentage of each Participant who is a Participant on such
Determination Date, or who has terminated employment but has not incurred a
Period of Severance equal to at least five consecutive One-Year Breaks in
Service as of such Determination Date, shall not be reduced and, with respect to
each Participant who has completed five or more years of service with the
Employer on such Determination Date, the nonforfeitable percentage of each such
Participant shall continue to be determined in accordance with the schedule set
forth in Subsection 13.10(C).

      13.11 Qualified Domestic Relations Orders.

            (A) The prohibitions of Section 13.2 shall not apply to an
assignment or alienation of benefits, a distribution of benefits, or the
creation or recognition of other rights on behalf of a spouse, former spouse,
child, or other dependent (referred to herein as "Alternate Payee") of a
Participant pursuant to any Qualified Domestic Relations Order.

            (B) A "Qualified Domestic Relations Order" shall mean any judgment,
decree, or order (including approval of a property settlement agreement) which
is made pursuant to a state domestic relations law (including a community
property law) and which relates to the provision of child support, alimony
payments, or marital property rights of an Alternate Payee.


                                      -44-
<PAGE>   50
            (C) To be qualified, such order must specify the following facts:

                  (1) the name and the last known mailing address (if any) of
      the Participant, and the name and mailing address of each Alternate Payee
      covered by the order;

                  (2) the amount or percentage of the Participant's benefits to
      be paid by the Plan to each such Alternate Payee, or the manner in which
      such amount or percentage is to be determined;

                  (3)   the number of payments or period to which such order
      applies; and

                  (4)   each Plan to which such order applies.

            (D) Such order must not require a Plan to do the following:

                  (1)   provide increased benefits (determined on the basis
      of actuarial value);

                  (2) pay benefits to an Alternate Payee which are required to
      be paid to another Alternate Payee under another order previously
      determined to be a Qualified Domestic Relations Order; or

                  (3) provide any type or form of benefit, or any option, not
      otherwise provided under the Plan.

            (E) In the case of any payment before a Participant has separated
from service, a domestic relations order shall not be treated as failing to meet
the requirements of the preceding Subsection (3) solely because such order
requires that payment of benefits be made to an Alternate Payee:

                  (1)   prior to the Participant's "earliest retirement age"
      as such term is defined in section 414(p)(4)(B) of the Code;

                  (2)   as if the Participant had retired on the date on
      which such payment is to begin under such order; and

                  (3)   in any form in which such benefits may be paid under
      the Plan to the Participant.

            (F) Procedures. The Plan Administrator shall establish reasonable
procedures to determine whether domestic relations orders constitute Qualified
Domestic Relations Orders, meeting the requirements set out in Subsection
13.10(B) above, and procedures to administer distributions under such orders.


                                      -45-
<PAGE>   51
                  (1) The Plan Administrator shall promptly notify the
      Participant and any Alternate Payee of the receipt of any domestic
      relations order and advise them of the Plan's procedures for determining
      the order's qualified status.

                  (2) Within a reasonable time after receiving an order, the
      Plan Administrator must determine whether it is qualified and then
      promptly notify the Participant and Alternate Payee(s) of the decision.
                  (3) If there is an issue as to whether an order is qualified,
      payments which would otherwise be paid under the order shall be deferred
      while this determination is being made (by the Plan Administrator, by a
      court of competent jurisdiction, or otherwise). The Plan Administrator
      shall segregate in a separate account in the Plan or in an escrow account
      the amounts which would have been payable to the Alternate Payee during
      such period if the order had been determined to be a Qualified Domestic
      Relations Order.

                  (4) If within 18 months of deferral of payment the order (or
      modification thereof) is determined to be a Qualified Domestic Relations
      Order, the Plan Administrator shall pay the segregated amounts (plus any
      interest thereon) to the person or persons entitled thereto.

                  (5) If within 18 months of deferral of payments it is
      determined that the order is not a Qualified Domestic Relations Order, or
      the issue as to whether such order is a Qualified Domestic Relations Order
      is not resolved, then the Plan Administrator shall pay the segregated
      amounts (plus any interest) to the person or persons who should have been
      entitled to such amounts if there had been no order. Any determination
      that an order is a Qualified Domestic Relations Order which is made after
      the close of the 18-month period shall be applied prospectively only. The
      Plan shall not be liable to the Alternate Payee for payments before the
      order is determined to be qualified.

                  (6) The Plan Administrator may treat any domestic relations
      order entered into before January 1, 1985 as a Qualified Domestic
      Relations Order, even if it does not meet the requirements of Subsections
      13.11(B)-(E). The Plan Administrator shall treat any domestic relations
      order entered into before January 1, 1985 as a Qualified Domestic
      Relations Order if payments are being made from the Plan pursuant to that
      order.

            (G) Forfeitures. Forfeitures are not permitted of amounts which are
payable to an Alternate Payee under a Qualified Domestic Relations Order during
any period in which the Alternate Payee cannot be located, unless full
reinstatement is made when the Alternate Payee is located.

            (H) Death Benefits. The former spouse of a Participant shall be
treated as a surviving spouse for purposes of Section 2.3 to the extent provided
in any Qualified Domestic Relations Order.


                                      -46-
<PAGE>   52
      13.12 Uniformed Services Employment and Reemployment Rights Act
Requirements. Notwithstanding any provision of the Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with section 414(u) of the Code.



                                      -47-
<PAGE>   53
      IN WITNESS WHEREOF, the parties hereto have executed this American General
Employees' Thrift and Incentive Plan, on this 28th day of June, 2001.


                              AMERICAN GENERAL CORPORATION




                               /S/ Gary D. Reddick
                              __________________________________________________
                              Gary D. Reddick
                              Executive Vice President -
                              Administration and Insurance Operations





                                      -48-