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                               FIRST AMENDMENT TO
                          AMERICAN GENERAL CORPORATION
                           DEFERRED COMPENSATION PLAN


     WHEREAS, AMERICAN GENERAL CORPORATION and certain of its affiliates have
heretofore adopted the AMERICAN GENERAL CORPORATION DEFERRED COMPENSATION PLAN
(the "Plan") for the benefit of certain eligible individuals;

     WHEREAS, in accordance with Section 12.5 of the Plan, the Board of
Directors of American General Corporation (the "Board") approved on January 21,
1999, an amendment to the Plan to include participation by non- employee
directors;

     WHEREAS, the Plan Administrator is the administrative Committee appointed
by the Board for the general administration of the Plan; and

     WHEREAS, in accordance with Section 8.5 of the Plan, the Plan
Administrator is authorized to supply any omission that may appear in the Plan,
in such manner and to such extent as it shall deem expedient to carry the Plan
into effect for the greatest benefit of all interested parties, and to
determine all questions relating to eligibility; and

     WHEREAS, the Plan Administrator has approved certain matters in accordance
with such authority, which are reflected in this Plan amendment;

     NOW, THEREFORE, the Plan shall be amended as follows, effective as of
January 21, 1999, to include participation by non-employee directors of
American General Corporation and its affiliates:

     1.  The following new definition shall be added to Section 1.1 of the Plan:

     "(h)(h)   Outside Director: A non-employee member of the Board or a
     non-employee member of  the  board of directors of an Affiliate."

     2.   Section 1.1(k) of the Plan shall be deleted and the following shall be
substituted therefor:

     "(k) Eligible Individual: Any individual (i) who is employed by the Company
          as the Chairman or as an Executive designated by the Chairman, or
          (ii) who is an Outside Director. For all purposes herein, the
          'service' of an individual as an Outside Director shall be deemed to
          be equivalent to 'employment' with the Company."

     3.   Section 1.1(s) of the Plan shall be deleted and the following shall be
substituted therefor:

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     "(s) Retirement: As to a Member who is an Outside Director, cessation of
          board service in accordance with the board's mandatory retirement
          policy or, in the absence of such a policy, cessation of board
          service after age 70; as to a Member who is not an Outside Director,
          termination of employment with the Company and its Affiliates on or
          after 'normal retirement date' as defined in (i) the American General
          Supplemental Executive Retirement Plan, if such Member is
          participating therein, (ii) a Supplemental Executive Retirement
          Agreement with the Company, if such Member is a party thereto, or
          (iii) the American General Retirement Plan (or any successor plan
          thereto), if such Member is not so participating and is not such a
          party."

     4.    The last sentence of Section 2.2(a) of the Plan shall be deleted
and the following shall be substituted therefor:

     "Notwithstanding any provision herein to the contrary, an Eligible
     Individual who first becomes an Eligible Individual on other than the
     first day of a Plan Year may become a Member (i) on the first day of the
     first pay period coinciding with or next following the date he first
     becomes an Eligible Individual, as to a Member who is not an Outside
     Director, or (ii) on the first day of the calendar month coinciding with
     or next following the date he first becomes an Eligible Individual, as to
     a Member who is an Outside Director for the remainder of such Plan Year,
     with respect to Deferrals pursuant to Section 3.1(a) by effecting, prior
     to or within 30 days after the date he first becomes an Eligible
     Individual and within the time period prescribed by the Plan
     Administrator, the Deferral election prescribed by the Plan
     Administrator."

     5.    Section 3.1(a)(1) of the Plan shall be deleted and the following
shall be substituted therefor:

          "(1) Elect to defer from his Pay a fixed amount of his annual base
     salary (or of his annual retainers and/or attendance fees in the case of
     an Outside Director) for a Plan Year; and/or"

     6.    The  third sentence of Section 3.1(b) of the Plan shall be deleted
and the following shall be substituted therefor:

     "The reduction in a Member's Pay pursuant to Section 3.1(a)(1) shall be
     effected by (i) equal Pay reductions each pay period, as to a Member who
     is not an Outside Director, and (ii) by equal Pay reductions at the time
     annual retainer and/or attendance fees are paid, as to a Member who is an
     Outside Director, during the applicable portion of the Plan Year as
     determined by the Plan Administrator following the effective date of such
     election."

     7.     Section (iv) of the second sentence of the first paragraph of
Article V of the Plan shall be deleted and the following shall be
substituted therefor:


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     "(iv) his termination by the Company without 'cause' or by the Member for
     'good reason,' as defined in the Member's employment agreement with
     American General Corporation, only if the Member is employed by American
     General Corporation as the Chairman or a Vice Chairman,"

     8.     The provision in the third sentence of the first paragraph of
Article V of the Plan shall be deleted and the following shall be
substituted therefor:

     ", provided that with respect to a Member who is not an Outside Director
     the Deferral Awards (and net accretions attributable thereto) for the year
     of the year preceding Retirement shall be vested only to the extent such
     Deferral Awards (excluding net accretions attributable thereto) do not
     exceed the Deferral Awards (excluding net accretions attributable thereto)
     for the second and third Plan Years preceding the Plan Year in which
     Retirement occurs."

     9.    The word "Retirement" shall be substituted for the phrase "normal
retirement" in the last sentence of Section 7.2 of the Plan.

     10. The second sentence of the first paragraph of Article X of the Plan
shall be deleted and the following shall be substituted therefor:

     "The Plan is intended to constitute an unfunded, unsecured plan of
     deferred compensation for a select group of management or highly
     compensated employees of the Company and for Outside Directors."

     11.   As  amended hereby, the  Plan  is specifically ratified and
reaffirmed.



     EXECUTED this 5th day of January, 2000, by the undersigned member of the
administrative Committee appointed by the Board for the general administration
of the Plan.



                                           By:  /S/ JON P. NEWTON
                                                Jon P. Newton