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                                                                   EXHIBIT 10.17


                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

         THIS AGREEMENT is made as of the 1st day of February, 1998, by and
between AMERICAN GENERAL CORPORATION, a Texas corporation (the "Company"), and
James S. D'Agostino Jr. (the "Executive").

         WHEREAS, the Executive has been employed by the Company in valuable
executive service to the Company; and

         WHEREAS, the Company desires to reward such past service and to
encourage and reward the continued employment of Executive with the Company
until his retirement and to promote his devotion to his duties on behalf of the
Company without uncertainty or concern as to his retirement income security or
that of his spouse;

         NOW, THEREFORE, the Company and the Executive hereby enter into this
Supplemental Executive Retirement Agreement as hereinafter provided:

                                   ARTICLE I.
                                    GENERAL

         Effective Date. This Agreement shall be effective as of February 1,
1998 (the "Effective Date").

         Defined Terms. The definitions of capitalized terms used in this
Agreement (if not provided where a capitalized term initially appears) are
provided in the last Article hereof.

                                   ARTICLE II.
                               RETIREMENT BENEFITS

         Normal Retirement Benefit. If the Executive retires on or after his
Normal Retirement Date, the Retirement Benefit shall be an annual retirement
benefit payable to the Executive for his lifetime, with a ten-year term certain
(the "Normal Retirement Benefit"), in an annual amount equal to (X) minus (Y),
calculated as follows:

         (A) The amount of (X) equals (a) multiplied by (b):



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                  (a)    sixty-seven-and-2/10ths percent (67.2%)
                         of such Executive's Final Average Compensation;

                  (b)    the fraction equal to his Years of Service (not in
                         excess of twenty-eight (28) years) divided by
                         twenty-eight (28); and

         (B)      The amount of (Y) equals (e) plus (f) plus (g):

                  (e)    the Social Security Benefit;

                  (f)    the Qualified Plan Benefit; and

                  (g)    the Restoration Plan Benefit.

         Early Retirement Benefit. If the Executive retires on or after his
Early Retirement Date (but before his Normal Retirement Date), the Retirement
Benefit shall be the annual Retirement Benefit computed under Section 2.1,
reduced as follows:

         (A)      If payment of the Retirement Benefit commences
                  after the Executive has attained age sixty
                  (60), the Retirement Benefit shall be reduced
                  by two-and-one-half percent (2.5%) per year for
                  each complete year between such commencement
                  and the Executive's Normal Retirement Date; the
                  reduction per year shall be pro-rated for incomplete 
                  years;

         (B)      If payment of the Retirement Benefit commences
                  before the Executive attains age sixty (60),
                  the Retirement Benefit shall be further reduced
                  (beyond the reduction imposed by Section 2.2(A)
                  hereof) by five percent (5%) per year for each
                  complete year between such commencement and the
                  Executive's attaining age sixty (60); the reduction 
                  per year shall be pro-rated for incomplete years.

         Termination of Employment Prior to Early Retirement Date and Normal
Retirement Date. If the Executive incurs a termination of employment with the
Company after satisfying the vesting requirement under Section 2.7, but before
attaining either an Early Retirement Date or a Normal Retirement Date, he shall
receive a Retirement Benefit determined under Section 2.1, but, unless such



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termination is described in Section 2.6 hereof, such benefit shall be calculated
by using his actual Years of Service (including all periods credited as Years of
Service pursuant to this Agreement) and actual compensation at the time of his
termination and the actual Social Security Benefit that he is entitled to
receive at his Normal Retirement Date. Unless such termination is described in
Section 2.6 hereof, payment of such benefit shall commence after, but not more
than sixty (60) days after, his Normal Retirement Date.

         Disability. If the Executive is receiving either short-term or
long-term disability benefits under any Company plan, then, during the period
of payment of such disability benefits, the Executive shall be treated as
employed for all purposes of the Agreement, including, without limitation,
attainment of the age, service and vesting requirements under the Agreement. The
parties hereto agree that such disability benefits will cease and the Executive
will no longer be considered employed by the Company on the date on which the
Executive attains his Normal Retirement Age. Payment of the Executive's
Retirement Benefit shall commence after, but not more than sixty (60) days
after, his Normal Retirement Date.

         Termination by Reason of Death. If the Executive dies (i) while in the
employment of the Company, (ii) after the attainment of age fifty-five (55),
(iii) having been credited with ten (10) Years of Service, and (iv) prior to
the commencement of the payment of the Retirement Benefit hereunder, the
Executive's surviving spouse, if any, shall receive for her lifetime an annual
benefit equal to the two-thirds (2/3) survivor annuity she would have received
had the Executive retired on the day before his death, deeming the Executive,
for purposes of this Section 2.5 only, to have elected a joint and survivor
annuity payable immediately at a reduced amount with a two-thirds (2/3) survivor
annuity. The payment of spouse's benefit shall commence not later than sixty
(60) days after the Executive's death.

         Termination on or after Change in Control; Certain Other Terminations.
Notwithstanding any other provision of this Agreement, upon any termination of
the Executive's employment, whether or not a Change in Control (as defined in
the Executive's employment agreement with the Company dated as of February 1,
1998, 




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as it may be amended from time to time (the "Employment Agreement")) has
occurred, which termination is (i) by the Company without Cause, (ii) by the
Executive with Good Reason, or (iii) by the Executive in a Special Termination
(as such terms are defined in the Employment Agreement), the Company shall pay
the Executive within the five (5) business days immediately following such
termination a lump sum amount, in cash, equal to the actuarial equivalent of the
Normal Retirement Benefit which the Executive would have accrued, if the
Executive had accumulated (after his termination of employment) thirty-six (36)
additional months of service and age credit (but in no event shall the Executive
be deemed to have accumulated additional service and age credit after the
Executive's sixty-fifth birthday). For purposes of this Section 2.6, an
"actuarial equivalent" shall be deter mined using the same assumptions utilized
under the American General Retirement Plan (or any successor plan thereto)
immediately prior to the Executive's termination of employment, or, if earlier
and more favorable to the Executive, immediately prior to the Change in Control.
The Retirement Benefit so calculated shall be based on a projected Social
Security Benefit that is determined under the provisions of the Social Security
Act as in effect on the date of such termination, using the estimated "primary
insurance amount" the Executive would be entitled to under such Act at his
Normal Retirement Date, assuming (i) the amount of income he is receiving on the
date such termination becomes effective which would be treated as wages for
purposes of such Act would remain constant through his Normal Retirement Date,
and (ii) an annual cost-of-living adjustment equal to four percent (4%).

         Vesting of Retirement Benefit. The Executive shall have a vested right
to his Retirement Benefit upon the occurrence of any of the following while the
Executive is employed by the Company:

                         (i)               his completion of ten (10) Years
                                           of Service;

                         (ii)              the attainment of his Normal
                                           Retirement Age;

                         (iii)             the termination of the Executive's
                                           employment pursuant to Section 8(c)
                                           of the Employment Agreement; or



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                         (iv)              the occurrence of a Change in Control
                                           at any time.

         Time and Form of Payment.

                  (A) Time of Payment. Except where specifically otherwise
provided herein, the payment of any Retirement Benefit to which the Executive
has become entitled shall commence after, but no more than sixty (60) days
after, the Executive's date of retirement. The Executive shall give the Company
reasonable advance notice in writing of his intention to retire (which shall be
given at least one month before his intended retirement date).

                  (B) Normal Form of Payment. A life annuity with a ten-year
term certain is the normal form of payment of the Retirement Benefit for the
Executive and any actuarial equivalents to be calculated pursuant to this
Agreement will be based on the normal form of payment. If the Executive dies
after payment of the Retirement Benefit in the normal form has commenced,
payments shall continue for the remainder of the ten-year term certain to the
beneficiary or beneficiaries designated by the Executive by written instruction
delivered to the Administrator during the Executive's lifetime. The Executive
may designate one or more primary and contingent beneficiaries to receive the
remaining payments of the Retirement Benefit, and may designate the proportions
in which such beneficiaries are to receive such payments. The Executive may
change such designations from time to time, and the last written designation
filed with the Administrator prior to the Executive's death shall control. If
the Executive fails to specifically designate a beneficiary, or if no
designated beneficiary survives the Executive, payment shall be made by the
Administrator in the following order of priority:

                         (i)         to the Executive's surviving spouse,
                                     or, if none,

                         (ii)        to the Executive's children, or, if
                                     none,


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                         (iii)       to the Executive's estate.

                  (C) Election of Alternative Forms of Payment. Subject to
Section 2.6 hereof, the Executive can elect that his Retirement Benefit be paid
in any of the following forms by an irrevocable election in writing which is
delivered to the Company within sixty (60) days after the Effective Date, or,
with the permission of the Committee, by an irrevocable election in writing
which is delivered to the Company at any time before his retirement becomes
effective:

                         (i)         a joint and survivor annuity payable
                                     at a reduced amount for the life of
                                     the Executive with a survivor annuity 
                                     for the life of the Executive's
                                     surviving spouse which shall be one
                                     hundred percent (100%) of the annuity 
                                     payable during the joint lives
                                     of the Executive and the surviving
                                     spouse;

                         (ii)        a joint and survivor annuity payable
                                     at a reduced amount for the life of
                                     the Executive with a survivor annuity 
                                     for the life of the Executive's
                                     surviving spouse which shall be
                                     seventy-five percent (75%) of the
                                     annuity payable during the joint
                                     lives of the Executive and the 
                                     surviving spouse;

                         (iii)       a joint and survivor annuity payable
                                     at a reduced amount for the life of
                                     the Executive with a survivor annuity 
                                     for the life of the Executive's
                                     surviving spouse which shall be
                                     fifty percent (50%) of the annuity
                                     payable during the joint lives of
                                     the Executive and the surviving
                                     spouse; or

                         (iv)        a lump-sum payment of the actuarial present
                                     value of the normal form of payment of the
                                     Retirement Benefit.




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In calculating an alternative form of payment for the Retirement Benefit, the
Administrator shall use the same assumptions utilized under the American General
Retirement Plan (or any successor plan thereto) immediately prior to the
Executive's termination of employment, or, if a Change in Control shall have
occurred prior to the Executive's termination of employment, the assumptions so
utilized immediately prior to the Change in Control, if more favorable to the
Executive.

                                  ARTICLE III.
                                 ADMINISTRATION

         General. Except as otherwise specifically provided in the Agreement,
the Administrator shall be responsible for administration of the Agreement.

         Administrative Rules. The Administrator may adopt such rules of
procedure as it deems desirable for the conduct of its affairs, except to the
extent that such rules conflict with the provisions of the Agreement.

         Duties. The Administrator shall have the following rights, powers and
duties:

         (A)      The decision of the Administrator in matters within its
                  jurisdiction shall be final, binding and conclusive upon the
                  Company and upon any person affected by such decision, subject
                  to the claims procedure hereinafter set forth.

         (B)      The Administrator shall have the duty and authority to
                  interpret and construe the provisions of the Agreement, to
                  determine eligibility for a Retirement Benefit and the
                  appropriate amount of any Retirement Benefit, to decide any
                  question which may arise regarding the rights of the Executive
                  hereunder and to exercise such powers as the Administrator
                  may deem necessary for the administration of the Agreement.

         (C)      The Administrator shall maintain full and complete records of
                  its decisions. Its records shall contain all relevant data
                  pertaining to the Executive and his rights and duties under



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                  the Agreement. The Administrator shall maintain a bookkeeping
                  account with respect to payment of any Retirement Benefit.

         (D)      Notwithstanding any other provision of this
                  Agreement, upon and after the occurrence of a
                  Change in Control and within the six-month
                  period immediately preceding a Change in Control, 
                  the Administrator's authority and powers
                  shall not be used to interpret or construe the
                  provisions hereof in any way (or to take any
                  other action) which would adversely affect any
                  right given the Executive by this Agreement.

         Fees.  No fee or compensation shall be paid to any person for services
as the Administrator.

                                   ARTICLE IV.
                                CLAIMS PROCEDURE

         General. Any claim for a Retirement Benefit under the Agreement shall
be filed by the Executive or beneficiary (either of which is referred to in
this Article as the "claimant") in the manner prescribed by the Administrator.

         Denials. If a claim for a Retirement Benefit under the Agreement is
wholly or partially denied, notice of the decision shall be furnished to the
claimant by the Administrator within a reasonable period of time after receipt
of the claim by the Administrator.

         Notice. Any claimant who is denied a claim for Retirement Benefits
shall be furnished written notice setting forth:

                  (i)    the specific reason or reasons for the
                         denial;

                  (ii)   specific reference to the pertinent provision 
                         of the Agreement upon which the denial is based;

                  (iii)  a description of any additional material or 
                         information necessary of the claimant to perfect the 
                         claim; and



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                  (iv)   an explanation of the claims review procedure
                         under the Agreement.

         Appeals Procedure. In order that a claimant may appeal a denial of a
claim, the claimant or the claimant's duly authorized representative may:

                  (i)    request a review by written application to the
                         Committee, no later than sixty (60) days after receipt
                         by the claimant of written notification of denial of a
                         claim;

                  (ii)   review pertinent documents; and

                  (iii)  submit issues and comments in writing.

         Review. A decision on review of a denied claim shall be made by the
Committee not later than sixty (60) days after receipt of a request for review,
unless special circumstances require an extension of time for processing, in
which case a decision shall be rendered within a reasonable period of time, but
not later than one-hundred-and-twenty (120) days after receipt of a request for
a review. The decision on review shall be in writing and shall include the
specific reason(s) for the decision and the specific references(s) to the
pertinent provisions of the Agreement on which the decision is based.

         Section 4.6 Arbitration. Any further dispute or controversy arising
under or in connection with this Agreement which is not resolved by agreement
pursuant to Sections 4.1 through 4.5 hereof shall be resolved by binding
arbitration pursuant to the Federal Arbitration Act in accordance with the
Employment Dispute Resolution Rules then in effect with the American Arbitration
Association. The arbitration proceeding shall be conducted in Houston, Texas.
This agreement to arbitrate shall be enforceable in either federal or state
court.

         The enforcement of this agreement to arbitrate and all procedural
aspects of this agreement to arbitrate, including but not limited to, the
construction and interpretation of this agreement to arbitrate, the issues
subject to arbitration (i.e., arbitrability), the scope of the arbitrable
issues, allegations of waiver, delay or 




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defenses to arbitrability, and the rules governing the conduct of the
arbitration, shall be governed by and construed pursuant to the Federal
Arbitration Act and shall be decided by the arbitrators. In deciding the
substance of any such claims, the arbitrators shall apply the substantive laws
of the State of Texas (excluding Texas choice-of-law principles that might call
for the application of some other state's law); provided, however, it is
expressly agreed that the arbitrators shall have no authority to award treble,
exemplary, or punitive damages under any circumstances regardless of whether
such damages may be available under Texas law, the parties hereby waiving their
right, if any, to recover treble, exemplary, or punitive damages in connection
with any such claims.

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

         The three arbitrators shall by majority vote resolve all disputes
between the parties. There shall be no transcript of the hearing before the
arbitrators. The arbitrators' decision shall be in writing, but shall be as
brief as possible. The arbitrators shall not assign the reasons for their
decision. The arbitrators shall 



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certify in their award that they have faithfully applied the terms and
conditions of this Agreement and that no part of their award includes any amount
for exemplary or punitive damages. All proceedings conducted hereunder and the
decision of the arbitrators shall be kept confidential by the parties, e.g.,
the arbitrators' award shall not be released to the press or published in any of
the various arbitration reporters. Judgment upon any award rendered in any such
arbitration proceeding may be entered by any federal or state court having
jurisdiction.

                                   ARTICLE V.
                            MISCELLANEOUS PROVISIONS

         Amendment and Termination. This Agreement may be amended or modified
only with the written consent of the parties hereto.

         No Assignment. The Executive shall not have the power to pledge,
transfer, assign, anticipate, mortgage or otherwise encumber or dispose of in
advance any interest in amounts payable hereunder of any of the payments
provided for herein, nor shall any interest in amounts payable hereunder or in
any payments be subject to seizure for payments of any debts, judgments, alimony
or separate maintenance, or be reached or transferred by operation of law in the
event of bankruptcy, insolvency or otherwise.

         Successors and Assigns. The provisions of the Agreement are binding
upon and inure to the benefit of each Company, its successors and assigns, and
the Executive, his beneficiaries, heirs and legal representatives.

         Governing Law. The Agreement shall be subject to and construed in
accordance with the laws of the State of Texas to the extent not preempted by
the provisions of ERISA.

         No Guarantee of Employment. Nothing contained in the Agreement shall be
construed as a contract of employment or deemed to give the Executive the right
to be retained in the employ of an Company or any equity or other interest in
the assets, business or affairs of an Company.




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         Severability. If any provision of the Agreement shall be held illegal
or invalid for any reason, such illegality or invalidity shall not affect the
remaining provisions of the Agreement, but the Agreement shall be construed and
enforced as if such illegal or invalid provision had never been included herein.

         Notification of Addresses. The Executive and each beneficiary shall
file with the Administrator, from time to time, in writing, the post office
address of the Executive, the post office address of each beneficiary, and each
change of post office address. Any communication, statement or notice addressed
to the last post office address filed with the Administrator (or if no such
address was filed with the Administrator, then to the last post office address
of the Executive or beneficiary as shown on the Company's records) shall be
binding on the Executive and each beneficiary for all purposes of the Agreement
and neither the Administrator nor the Company shall be obliged to search for or
ascertain the whereabouts of the Executive or beneficiary.

         Bonding. The Administrator and all agents and advisors employed by it
shall not be required to be bonded, except as may otherwise be required by
ERISA.

         Taxes. The Company shall have the right to withhold from any cash or
other amounts due or to become due from the Company to a Executive (including by
reducing the amount of any Retirement Benefit payable in the future) the amount
of any federal, state and local taxes required to be withheld or otherwise
deducted and paid by the Company with respect to the vesting or payment of any
Retirement Benefit hereunder.

         Section 5.10 No Funding. There shall be no funding of the benefit
amounts to be paid pursuant to this Agreement. The Agreement shall not confer
upon the Executive (or beneficiary or any other person) any security interest
or any other right, title or interest of any kind in or to any property of the
Company. The Agreement shall constitute merely the unsecured promise of the
Company to make the benefit payments provided for herein. Notwithstanding the
foregoing provisions of this Section 5.10, the Company, in its discretion, may




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establish a trust to pay the benefit amounts hereunder, which trust shall be
subject to the claims of the Company's general creditors in the event of the
Company's bankruptcy or insolvency. If such a trust is established, the Company
shall remain responsible for the payment of any benefit amounts provided
hereunder which are not paid in accordance with the provisions hereof by such
trust.

                                   ARTICLE VI.
                              DEFINITIONS AND USAGE

         Definitions. Wherever used in the Agreement, the following words and
phrases shall have the meaning set forth below, unless the context plainly
requires a different meaning:

         "Administrator" means the Company, acting through the Personnel
Committee of the Board, or other person or persons designated by the Personnel
Committee.

         "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated
under Section 12 of the Exchange Act.

         "Agreement" means this Supplemental Executive Retirement Agreement, as
set forth herein and as amended from time to time.

         "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under
the Exchange Act.

         "Board" means the Board of Directors of the Company.

         "Change in Control" means a change in the control of the Company, which
shall be deemed to have occurred if the event set forth in any one of the
following paragraphs shall have occurred:

                              (I) any Person is or becomes the Beneficial Owner,
                  directly or indirectly, of securities of the Company (not
                  including in the securities beneficially owned by such Person
                  any securities acquired directly from the Company or its
                  Affiliates) representing thirty percent (30%) or more of the
                  combined voting power of the Company's then outstanding
                  securities, excluding any Person who becomes




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                  such a Beneficial Owner in connection with a transaction
                  described in clause (i) of paragraph (III) below; or

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

                              (III) there is consummated a merger or
                  consolidation of the Company or any direct or indirect
                  subsidiary of the Company with any other corporation (or a
                  share exchange between shareholders of the Company or any
                  direct or indirect subsidiary of the Company and another
                  corporation or entity pursuant to Article 5.02 (or any
                  successor provision thereto) of the Texas Business Corporation
                  Act), other than (i) a merger or consolidation which would
                  result in the voting securities of the Company outstanding
                  immediately prior to such merger or consolidation continuing
                  to represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity or
                  any parent thereof), in combination with the ownership of any
                  trustee or other fiduciary holding securities under an
                  employee benefit plan of the Company or any subsidiary of the
                  Company, at least fifty-one percent (51%) of the combined
                  voting power of the securities of the Company or such
                  surviving entity or any parent thereof outstanding immediately
                  after 




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                  such merger or consolidation, or (ii) a merger or
                  consolidation effected to implement a recapitalization of the
                  Company (or similar transaction) in which no Person is or
                  becomes the Beneficial Owner, directly or indirectly, of
                  securities of the Company representing thirty percent (30%) or
                  more of the combined voting power of the Company's then
                  outstanding securities; or

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

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

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time. Any reference to a particular Code section shall include any provision
which modifies, replaces or supersedes it.

         "Committee" shall mean the Personnel Committee of the Board until six
months prior to the occurrence of a Change in Control and thereafter shall mean
(i) the individuals (not fewer than three in number) who, on the date six months
before a Change in Control, constitute the Personnel Committee of the Board,
plus (ii) in the 




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event that fewer than three individuals are available from the group specified
in clause (i) above for any reason, such individuals as may be appointed by the
individual or individuals so available (including for this purpose any
individual or individuals previously so appointed under this clause (ii));
provided, however, that the maximum number of individuals constituting the
Committee shall not exceed five.

         "Company" means American General Corporation, a Texas corporation, and,
except in determining under the definition of Change in Control herein whether
or not any Change in Control of the Company has occurred, shall include any
successor to its business and/or assets which assumes and agrees to perform this
Agreement by operation of law, or otherwise.

         "Early Retirement Date" means the first date on which the Executive (i)
has completed ten (10) Years of Service and (ii) has attained the age of
fifty-five (55).

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Any reference to a particular ERISA section shall
include any provision which modifies, replaces, or supersedes it.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         "Executive" means James S. D'Agostino Jr.

         "Final Average Compensation" means the following sum divided by three
(3): the sum of the base salary received by the Executive during, and the
incentive payments received by the Executive pursuant to any annual bonus,
incentive compensation or similar plan maintained by the Company with respect
to, the three (3) calendar years (whether or not consecutive) ending within the
last sixty (60) months of the Executive's employment with the Company which
produce the highest total of such base salary and incentive payments (for
purposes of this sentence, any amount of such base salary or incentive payment
which is deferred by the Executive shall be included in the calculation of
amounts received). Notwithstanding the immediately preceding sentence, if the
Executive's termination of employment is described in Section 2.6 hereof and the
Executive receives 




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(pursuant to Section 8(c)(iii) of his Employment Agreement, or any successor
provision thereto, and in lieu of any further salary or bonus payments) a lump
sum amount (the "Severance Amount"), Final Average Compensation shall mean the
Severance Amount divided by three (3).

         "Normal Retirement Age" means age sixty-two (62).

         "Normal Retirement Date" means the date on which the Executive attains
his Normal Retirement Age.

         "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the shareholders of the Company
in substantially the same proportions as their ownership of stock of the
Company.

         "Qualified Plan" means the American General Retirement Plan, together
with any other defined benefit retirement plan intended to be qualified under
Section 401(a) of the Code which is adopted and maintained by the Company and
under which the Executive is entitled to a retirement benefit at the date of his
retirement or other termination of employment.

         "Qualified Plan Benefit" means the aggregate annual retirement benefit
to which the Executive (at the date of his retirement or other termination of
employment) is entitled under the plan or plans which comprise the Qualified
Plan (expressed in the form of a single life annuity with a ten-year term
certain commencing payment on the date payment of the Retirement Benefit
hereunder commences).

         "Restoration Plan Benefit" means the annual retirement benefit to
which the Executive (at the date of his retirement or other termination of
employment) is entitled under the American General Corporation Restoration of
Retirement Income Plan (expressed in the 



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<PAGE>   18

form of a single life annuity with a ten-year term certain commencing payment
on the date payment of the Retirement Benefit hereunder commences).

         "Retirement Benefit" means the benefit payable under this Agreement, as
determined under Article II.

         "Social Security Benefit" means one-half of the annual benefit payable
under the Social Security Act, relating to Old-Age and Disability benefits, as
of the Executive's Normal Retirement Date, or upon actual retirement, if later.

         "Years of Service" means the total number of years (measured in full
and partial years, in increments of one-twelfth years) of active employment with
the Company during which substantial services were rendered as an employee,
commencing on the date the Executive was first employed by the Company and
ending on the date he ceases to perform services for the Company (including
employment before the Effective Date), but in no event shall more



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<PAGE>   19
than twenty-eight (28) years be credited to the Executive regardless of his
actual period of service with the Company.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.

                                    AMERICAN GENERAL CORPORATION


                                    By  /s/ ROBERT M. DEVLIN
                                      ------------------------------------
                                            Chief Executive Officer


                                         /s/ JAMES S. D'AGOSTINO JR.
                                    --------------------------------------
                                             James S. D'Agostino Jr.




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