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                                                                   EXHIBIT 10.4
 
                         AMERICAN GENERAL CORPORATION
 
                         1999 STOCK AND INCENTIVE PLAN
 
1. PURPOSE
 
  The purpose of the American General Corporation 1999 Stock and Incentive
Plan (the "Plan") is to provide a means through which American General Corpo-
ration, a Texas corporation, and its subsidiaries (collectively, the "Compa-
ny") may attract able persons to enter the employ or become directors of the
Company and to provide a means whereby those persons upon whom the responsi-
bilities of the successful administration and management of the Company rest,
and whose present and potential contributions to the welfare of the Company
are of importance, can acquire and maintain stock ownership, thereby strength-
ening their concern for the welfare of the Company and their desire to remain
in its employ or as directors. A further purpose of the Plan is to provide
such persons with additional incentive and reward opportunities designed to
enhance the profitable growth of the Company. So that the maximum incentive
can be provided, the Plan provides for granting Incentive Stock Options, Non-
Qualified Options, Restricted Stock Awards, Performance Awards, and Incentive
Awards, or any combination of the foregoing, as is best suited to the circum-
stances of the particular person.
 
2. DEFINITIONS
 
  The following definitions shall be applicable throughout the Plan:
 
    (a) "Award" means, individually or collectively, any Option, Restricted
  Stock Award, Performance Award, or Incentive Award.
 
    (b) "Board" means the Board of Directors of American General Corporation.
 
    (c) "Code" means the Internal Revenue Code of 1986, as amended from time
  to time. Reference in the Plan to any section of the Code shall be deemed
  to include any amendments or successor provisions to such section and any
  regulations under such section.
 
    (d) "Committee" means a committee of the Board that is selected by the
  Board as provided in Section 4(a).
 
    (e) "Common Stock" means the common stock of American General
  Corporation.
 
    (f) "Company" means, collectively, American General Corporation and its
  subsidiaries.
 
    (g) "Director" means an individual elected to the Board by the
  shareholders of American General Corporation or by the Board under
  applicable corporate law.
 
    (h) "Employee" means any person (including a Director) in an employment
  relationship with the Company or any parent or subsidiary corporation (as
  defined in section 424 of the Code).
 
    (i) "Fair Market Value" means, as of any specified date, the average of
  the highest and lowest quoted selling prices of the Common Stock as
  reported on the Composite Tape for issues listed on the New York Stock
  Exchange on the specified date, or, if no sales were reported on the
  Composite Tape on such specified date, the average of the highest and
  lowest quoted selling prices of the Common Stock on the nearest dates
  before and after such specified date on which sales of the Common Stock
  were so reported.
 
    (j) "Grant Document" means the document or documents evidencing an Award
  under the Plan, which may be either an agreement between the Company and
  the Holder as to the Award (with any amendments thereto) or a notice of
  grant of the Award from the Company to the Holder (including any
 
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  attached statement of the terms and conditions of the Award and any
  modifications thereto made in accordance with the Plan).
 
    (k) "Holder" means an employee or a non-employee Director who has been
  granted an Option, a Restricted Stock Award, a Performance Award, or an
  Incentive Award.
 
    (l) "Incentive Award" means an Award granted under Section 10 of the
  Plan.
 
    (m) "Incentive Stock Option" means an incentive stock option within the
  meaning of section 422(b) of the Code.
 
    (n) "Immediate Family" means, with respect to a Holder, the Holder's
  spouse, children or grandchildren (including adopted children, step
  children and grandchildren).
 
    (o) "1934 Act" means the Securities Exchange Act of 1934, as amended.
 
    (p) "Non-Qualified Option" means an Option that is not an Incentive Stock
  Option.
 
    (q) "Option" means an Award under Section 7 of the Plan and includes both
  Non-Qualified Options and Incentive Stock Options to purchase Common Stock.
 
    (r) "Performance Award" means an Award granted under Section 9 of the
  Plan.
 
    (s) "Plan" means the American General Corporation 1999 Stock and
  Incentive Plan, as amended from time to time.
 
    (t) "Restricted Stock Award" means an Award granted under Section 8 of
  the Plan.
 
    (u) "Rule 16b-3" means Securities and Exchange Commission Rule 16b-3
  promulgated under the 1934 Act, as such may be amended from time to time,
  and any successor rule, regulation, or statute fulfilling the same or
  similar function.
 
3. EFFECTIVE DATE AND DURATION OF THE PLAN
 
  The Plan shall become effective on January 21, 1999, following adoption by
the Board, provided the Plan is approved by the shareholders of American Gen-
eral Corporation within twelve months thereafter. Notwithstanding any provi-
sion in the Plan or in any Grant Document under the Plan, no Option shall be
exercisable and no Award shall vest prior to such shareholder approval. No
further Awards may be granted under the Plan after ten years from the date the
Plan becomes effective. The Plan shall remain in effect (at least for the pur-
pose of governing outstanding Awards) until all Option Awards granted under
the Plan have been exercised or expired by reason of lapse of time, all re-
strictions imposed upon Restricted Stock Awards have been eliminated or the
Restricted Stock Awards have been forfeited, and all Performance Awards and
Incentive Awards have been satisfied or have terminated.
 
4. ADMINISTRATION
 
  (a) Composition of Committee. The Plan shall be administered by a committee
of, and appointed by, the Board, and such Committee shall be comprised solely
of two or more outside Directors of American General Corporation (within the
meaning of section 162(m) of the Code and applicable interpretive authority
thereunder) who are also non-employee Directors (within the meaning of Rule
16b-3). A majority of the Committee shall constitute a quorum. The Committee
shall act by majority action at a meeting, except that action permitted to be
taken at a meeting may be taken without a meeting if written consent thereto
is given by all members of the Committee.
 
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  (b) Powers. Subject to the express provisions of the Plan and except as oth-
erwise provided below with respect to non-employee Directors, the Committee
shall have authority, in its discretion, to determine which Employees or Di-
rectors of the Company shall receive an Award, the time or times when such
Award shall be made, whether an Incentive Stock Option or Non-Qualified Option
shall be granted, the number of shares to be subject to each Option and Re-
stricted Stock Award, and the value of each Performance Award and Incentive
Award. In making such determinations, the Committee shall take into account
the nature of the services rendered by the respective Employees or Directors,
their present and potential contribution to the Company's success, and such
other factors as the Committee shall deem relevant. Notwithstanding the fore-
going, the Board shall have authority, in its discretion, to make the determi-
nations set forth above with respect to non-employee Directors.
 
  (c) Additional Powers. The Committee shall have such additional powers as
are delegated to it by the other provisions of the Plan. Subject to the ex-
press provisions of the Plan and except as otherwise provided below with re-
spect to non-employee Directors, this shall include the power to construe the
Plan and the respective Grant Documents thereunder, to prescribe rules and
regulations relating to the Plan and to determine the terms, restrictions, and
provisions of the Grant Document for each Award, including such terms, re-
strictions, and provisions as shall be requisite in the judgment of the Com-
mittee to cause designated Options to qualify as Incentive Stock Options, to
ensure that the grants of Awards are exempt under Rule 16b-3, and to make all
other determinations necessary or advisable for administering the Plan. With-
out limiting the generality of the foregoing, Grant Documents providing for
Awards under the Plan may contain such provisions covering a "change in con-
trol" of American General Corporation, as defined by the Committee in its sole
discretion, as the Committee may approve, not inconsistent with the terms of
this Plan, including without limitation provisions for the acceleration of,
vesting of, or the payment of cash in lieu of, any Award. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any Grant Document relating to an Award in the manner and to
the extent it shall deem expedient to carry it into effect. The Committee may
delegate to other persons the responsibility of performing ministerial acts in
furtherance of the Plan's purposes. The determinations of the Committee on the
matters referred to in this Section 4 shall be conclusive. Notwithstanding the
foregoing, the Board, in its discretion, shall have the power to determine the
terms, restrictions, and provisions of the Grant Document for each Award with
respect to non-employee Directors.
 
5. GRANT OF OPTIONS, RESTRICTED STOCK AWARDS, PERFORMANCE AWARDS, AND
   INCENTIVE AWARDS; SHARES SUBJECT TO THE PLAN
 
  (a) Stock Grant Limit. The Committee may from time to time grant Awards to
one or more Employees or Directors determined by it to be eligible for partic-
ipation in the Plan in accordance with the provisions of Section 6. Subject to
adjustment in the same manner as provided in Section 11 with respect to shares
of Common Stock subject to Awards then outstanding, the aggregate number of
shares of Common Stock that may be issued under the Plan shall not exceed
12,000,000. Shares shall be deemed to have been issued under the Plan only to
the extent actually issued and delivered pursuant to an Award. To the extent
that an Award lapses, the rights of its Holder terminate, an Award is paid in
cash or is settled in a manner such that all or some of the shares of Common
Stock covered by the Award are not issued to the Holder, any shares of Common
Stock subject to such Award shall again be available for the grant of an
Award. The maximum limitation contained herein shall be applied in a manner
which will permit compensation generated under the Plan which is intended to
constitute "performance-based" compensation for purposes of section 162(m) of
the Code to be treated as such "performance-based" compensation.
 
  (b) Special Grant Limit. The maximum number of shares of Common Stock that,
in the aggregate, may be subject to Awards, other than Options, under the Plan
shall not exceed 50% of the maximum number of shares of Common Stock that may
be issued under the Plan, as provided in Section 5(a).
 
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  (c) Individual Holder Limit. Notwithstanding any provision of the Plan to
the contrary, the maximum number of shares of Common Stock that may be subject
to Awards granted under the Plan to any individual Holder during the term of
the Plan shall not exceed the maximum number of shares of Common Stock that
may be issued under the Plan, as provided in Section 5(a).
 
  (d) Stock Offered. The stock to be offered pursuant to the grant of an Award
may be authorized but unissued Common Stock or Common Stock previously issued
and outstanding and reacquired by the Company.
 
6. ELIGIBILITY
 
  Awards may be granted only to persons who, at the time of grant, are Employ-
ees of the Company or Directors. Awards may not be granted to any person who
immediately after such grant is the owner, directly or indirectly, of more
than 10% of the total combined voting power of all classes of stock of the
Company. An Award may be granted on more than one occasion to the same person,
and such Award may include an Incentive Stock Option, Non-Qualified Option,
Restricted Stock Award, Performance Award, Incentive Award, or any combination
thereof.
 
7. STOCK OPTIONS
 
  (a) Option Period. The term of each Option shall be as specified by the Com-
mittee at the date of grant but shall not exceed ten years.
 
  (b) Limitations on Exercise of Option. An Option shall be exercisable in
whole or in such installments and at such times as determined by the Commit-
tee.
 
  (c) Stock Option Grant Document. Each Option shall be evidenced by an Option
Grant Document in such form and containing such provisions not inconsistent
with the provisions of the Plan as the Committee from time to time shall ap-
prove, including, without limitation, provisions to qualify as an Incentive
Stock Option under section 422 of the Code.
 
  (d) Option Price and Payment. The price at which a share of Common Stock may
be purchased upon exercise of an Option shall be determined by the Committee,
but, subject to adjustment in the same manner as provided in Section 11, shall
not be less than the Fair Market Value of a share of Common Stock at the date
such Option is granted. The Option or portion thereof may be exercised by de-
livery of an irrevocable notice of exercise to the Company. The purchase price
of the Option or portion thereof shall be paid in full in the manner pre-
scribed by the Committee.
 
  (e) Shareholder Rights and Privileges. The Holder shall be entitled to all
the privileges and rights of a shareholder only with respect to such shares of
Common Stock as have been purchased under the Option, for which certificates
of stock have been registered in the Holder's name, and as to which the Grant
Document for the respective Option requires no further restrictions.
 
  (f) Special Limitations on Incentive Stock Options. An Incentive Stock Op-
tion may be granted only to an individual who is an Employee at the time the
Option is granted. In the case of Incentive Stock Options, the value of shares
of stock for which such Options are exercisable for the first time in any one
calendar year
 
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cannot exceed $100,000 based on the Fair Market Value of the stock at the date
of grant according to section 422(d)(1) of the Code (or such other individual
limit as may be in effect under the Code on the date of grant). An Incentive
Stock Option shall not be transferable or assignable otherwise than by will or
the laws of descent and distribution.
 
  (g) Stock Appreciation Rights. The Committee (concurrently with the grant of
an Option or subsequent to such grant) may, in its sole discretion, grant
stock appreciation rights ("SARs") to any Holder of an Option. SARs may give
the Holder of an Option the right, upon written request, to surrender any ex-
ercisable Option or portion thereof in exchange for cash, whole shares of Com-
mon Stock, or a combination thereof, as determined by the Committee, with a
value equal to the excess of the Fair Market Value, as of the date of such re-
quest, of one share of Common Stock over the Option price for such share mul-
tiplied by the number of shares covered by the Option or portion thereof to be
surrendered. In the case of any SAR which is granted in connection with an In-
centive Stock Option, such SAR shall be exercisable only when the Fair Market
Value of the Common Stock exceeds the price specified therefor in the Option
or portion thereof to be surrendered. In the event of the exercise of any SAR
granted hereunder, the number of shares reserved for issuance under the Plan
shall be reduced only to the extent that shares of Common Stock are actually
issued in connection with the exercise of such SAR. Additional terms and con-
ditions governing any such SARs may from time to time be prescribed by the
Committee in its sole discretion.
 
  (h) Reload Options. The Committee (concurrently with the grant of an Option
or subsequent to such grant) may, in its sole discretion, provide in an Option
Grant Document respecting an Option that, if the Holder pays the costs associ-
ated with exercising such Option in shares of Common Stock, upon the date of
such payment a new option shall be granted under this Plan or under another
available plan. The number of shares of Common Stock subject to such new op-
tion shall be equal to the number of shares of Common Stock tendered in pay-
ment. The new option shall not be exercisable after the original term of the
exercised Option.
 
8. RESTRICTED STOCK AWARDS
 
  (a) Restriction Period to be Established by the Committee. At the time a Re-
stricted Stock Award is made, the Committee shall establish a period of time
(the "Restriction Period") applicable to such Award. Each Restricted Stock
Award may have a different Restriction Period, in the discretion of the Com-
mittee.
 
  (b) Forfeiture Restrictions to be Established by the Committee. Shares of
Common Stock that are the subject of a Restricted Stock Award shall be subject
to restrictions on disposition by the Holder and an obligation of the Holder
to forfeit and surrender the shares to the Company under certain circumstances
(the "Forfeiture Restrictions"). The Forfeiture Restrictions shall be deter-
mined by the Committee in its sole discretion, and the Committee may provide
that the Forfeiture Restrictions shall lapse upon (i) the attainment of one or
more performance measures established by the Committee that are based on (1)
the price of a share of Common Stock, (2) net income, (3) market share, (4)
return on shareholders' equity, (5) the payment of cash dividends, (6) operat-
ing income, (7) operating return on shareholders' equity, (8) finance receiv-
ables, (9) premium growth, or (10) total shareholder return, (ii) the Holder's
continued employment with the Company or continued service as a Director for a
specified period of time, (iii) the occurrence of any event or the satisfac-
tion of any other condition specified by the Committee in its sole discretion,
or (iv) a combination of any of the foregoing. The performance measures may be
subject to adjustment for specified significant extraordinary items or events,
and may be absolute, relative to one or more other companies, or relative to
one or more indexes, and may be contingent upon future performance of the Com-
pany or any subsidiary, division, or
 
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department thereof by or in which the Holder is employed during the perfor-
mance period. Each Restricted Stock Award may have different Forfeiture Re-
strictions, in the discretion of the Committee.
 
  (c) Other Terms and Conditions. Common Stock awarded pursuant to a Re-
stricted Stock Award shall be represented by a stock certificate registered in
the name of the Holder of such Restricted Stock Award. The Holder shall have
the right to receive dividends during the Restriction Period, to vote Common
Stock subject thereto, and to enjoy all other shareholder rights, except that
(i) the Holder shall not be entitled to delivery of the stock certificate un-
til the Restriction Period shall have expired, (ii) the Company shall retain
custody of the stock during the Restriction Period, (iii) the Holder may not
sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of the
stock during the Restriction Period, and (iv) a breach of the terms and condi-
tions established by the Committee pursuant to the Restricted Stock Award
shall cause a forfeiture of the Restricted Stock Award.
 
  (d) Payment for Restricted Stock. A Holder shall not be required to make any
payment for Common Stock received pursuant to a Restricted Stock Award, except
to the extent otherwise required by law or the Committee.
 
9. PERFORMANCE AWARDS
 
  (a) Performance Period. The Committee shall establish, with respect to and
at the time of each Performance Award, a performance period over which the
performance applicable to the Performance Award shall be measured.
 
  (b) Performance Measures. A Performance Award shall be awarded to a Holder
contingent upon future performance of the Company or any subsidiary, division,
or department thereof by or in which such Holder is employed during the per-
formance period. The Committee shall establish the performance measures appli-
cable to such performance prior to the beginning of the performance period;
provided such measures may be made subject to adjustment for specified signif-
icant extraordinary items or events. The performance measures may be absolute,
relative to one or more other companies, or relative to one or more indexes.
The performance measures established by the Committee may be based upon (i)
the price of a share of Common Stock, (ii) net income, (iii) market share,
(iv) return on shareholders' equity, (v) the payment of cash dividends, (vi)
operating income, (vii) operating return on shareholders' equity, (viii) fi-
nance receivables, (ix) premium growth, (x) total shareholder return, or (xi)
a combination of any of the foregoing. The Committee, in its sole discretion,
may provide for an adjustable Performance Award value based upon the level of
achievement of performance measures.
 
  (c) Awards Criteria. In determining the value of Performance Awards, the
Committee may take into account a Holder's responsibility level, performance,
potential, other Awards, and such other considerations as it deems appropri-
ate. The Committee, in its sole discretion, may provide for a reduction in the
value of a Holder's Performance Award during the performance period.
 
  (d) Payment. Following the end of the performance period, the Holder of a
Performance Award shall be entitled to receive payment of an amount not ex-
ceeding the maximum value of the Performance Award, based on the achievement
of the performance measures for such performance period, as determined by the
Committee. Payment of a Performance Award may be made in cash, Common Stock,
or a combination thereof, as determined by the Committee. Payment shall be
made in a lump sum or in installments as prescribed by the Committee. Any pay-
ment to be made in cash shall be based on the Fair Market Value of the Common
Stock on the payment date.
 
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  (e) Termination of Employment. A Performance Award shall terminate if the
Holder does not remain continuously in the employ (or in service as a Direc-
tor) of the Company at all times during the applicable performance period, ex-
cept as may be determined by the Committee.
 
10. INCENTIVE AWARDS
 
  (a) Incentive Awards. Incentive Awards are rights to receive shares of Com-
mon Stock (or the Fair Market Value thereof), or rights to receive an amount
equal to any appreciation or increase in the Fair Market Value of Common Stock
over a specified period of time, which vest over a period of time as estab-
lished by the Committee, without satisfaction of any performance criteria or
objectives. The Committee may, in its discretion, require payment or other
conditions of the Holder respecting any Incentive Award.
 
  (b) Award Period. The Committee shall establish, with respect to and at the
time of each Incentive Award, a period over which the Award shall vest with
respect to the Holder.
 
  (c) Awards Criteria. In determining the value of Incentive Awards, the Com-
mittee may take into account a Holder's responsibility level, performance, po-
tential, other Awards, and such other considerations as it deems appropriate.
 
  (d) Payment. Following the end of the vesting period for an Incentive Award
(or at such other time as the applicable Grant Document may provide), the
Holder of an Incentive Award shall be entitled to receive payment of an
amount, not exceeding the maximum value of the Incentive Award, based on the
then vested value of the Award. Payment of an Incentive Award may be made in
cash, Common Stock, or a combination thereof as determined by the Committee.
Payment shall be made in a lump sum or in installments as prescribed by the
Committee. Any payment to be made in cash shall be based on the Fair Market
Value of the Common Stock on the payment date. Cash dividend equivalents may
be paid during or after the vesting period with respect to an Incentive Award,
as determined by the Committee.
 
  (e) Termination of Employment. An Incentive Award shall terminate if the
Holder does not remain continuously in the employ (or in service as a Direc-
tor) of the Company at all times during the applicable vesting period, except
as may be otherwise determined by the Committee.
 
11. EQUITABLE ADJUSTMENTS
 
  Subject to any required action by the Company's shareholders, upon the oc-
currence of any event which affects the shares of Common Stock in such a way
that an adjustment of outstanding Awards is appropriate in order to prevent
the dilution or enlargement of rights under the Awards (including, without
limitation, any extraordinary dividend or other distribution (whether in cash
or in kind), recapitalization, stock split, reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase, or share exchange,
or other similar corporate transaction or event), the Committee shall make ap-
propriate equitable adjustments, which may include, without limitation, ad-
justments to any or all of the number and kind of shares of stock (or other
securities) which may thereafter be issued in connection with such outstanding
Awards and adjustments to any exercise price specified in the outstanding
Awards and shall also make appropriate equitable adjustments to the number and
kind of shares of stock (or other securities) authorized by or to be granted
under the Plan. Further, the Committee, in its sole discretion, may make ap-
propriate equitable adjustments, including, without limitation, those de-
scribed in the immediately preceding sentence, in any other circumstances un-
der which the Committee deems such adjustments to be desirable. Any adjustment
made to an Incentive Stock Option hereunder, with respect to either (i) the
number or price of shares of stock subject to Incentive Stock Options or (ii)
the aggregate number of shares which may be issued pursuant to Incentive Stock
Options,
 
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shall be made in a manner which will permit such option to continue to consti-
tute an Incentive Stock Option within the meaning of section 422 of the Code.
 
12. AMENDMENT AND TERMINATION OF THE PLAN
 
  The Board may amend the Plan at any time and the Committee may amend any
Award (and its related Grant Document) at any time, except as otherwise spe-
cifically provided in such Grant Document; provided that no change in any
Award theretofore granted may be made that would impair the rights of the
Holder of any Award under the Plan without the consent of the Holder, and pro-
vided, further, that the Board may not, without approval of the shareholders,
amend the Plan (a) to increase the maximum aggregate number of shares which
may be issued under the Plan or (b) to change the class of individuals eligi-
ble to receive Awards under the Plan. Subject to the last sentence of Section
3 hereof, the Board, in its discretion, may terminate the Plan at any time.
 
13. EFFECT OF THE PLAN
 
  (a) No Right to an Award. Neither the adoption of the Plan nor any action of
the Board or of the Committee shall be deemed to give an Employee or Director
any right to an Award except as may be evidenced by a written instrument from
the Company reflecting a grant by the Company of an Award and setting forth
the terms and conditions thereof. The Plan shall be unfunded. The Company
shall not be required to establish any special or separate fund or to make any
other segregation of funds or assets to assure the payment of any Award.
 
  (b) No Employment/Membership Rights Conferred. Nothing contained in the Plan
shall (i) confer upon any employee any right with respect to continuation of
employment with the Company or (ii) interfere in any way with the right of the
Company to terminate his or her employment at any time. Nothing contained in
the Plan shall confer upon any Director any right with respect to continuation
of membership on the Board.
 
  (c) Other Laws; Withholding. The Company shall not be obligated to issue any
shares of Common Stock until there has been compliance with such laws and reg-
ulations as the Company may deem applicable. No fractional shares of Common
Stock shall be delivered. The Company shall have the right to deduct in con-
nection with all Awards any taxes required by law to be withheld and to re-
quire any payments required to enable it to satisfy its withholding obliga-
tions.
 
  (d) No Restriction on Corporate Action. Nothing contained in the Plan shall
be construed to prevent the Company from taking any corporate action which is
deemed by the Company to be appropriate or in its best interests, whether or
not such action would have an adverse effect on the Plan or any Award made un-
der the Plan. No Employee, Director, beneficiary, or other person shall have
any claim against the Company as a result of any such action.
 
  (e) Restrictions on Transfer. An Award (other than an Incentive Stock Op-
tion, which shall be subject to the transfer restrictions set forth in Section
7(g)) shall not be transferable or assignable otherwise than (i) by will or
the laws of descent and distribution, (ii) pursuant to a "qualified domestic
relations order" (as defined by the Code), (iii) with respect to Awards of
Non-Qualified Options, if such transfer is permitted in the sole discretion of
the Committee, by transfer by a Holder to a member of the Holder's Immediate
Family, to a trust solely for the benefit of the Holder and the Holder's Imme-
diate Family, or to a partnership or limited liability company whose only
partners or shareholders are the Holder and members of the Holder's Immediate
Family, or (iv) with the consent of the Committee.
 
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  (f) Section 162(m). It is intended that the Plan comply fully with and meet
all the requirements of section 162(m) of the Code so that Options and Perfor-
mance Awards granted hereunder and, if determined by the Committee, Restricted
Stock Awards shall constitute "performance-based" compensation within the
meaning of such section. If any provision of the Plan would disqualify the
Plan or would not otherwise permit the Plan to comply with section 162(m) as
so intended, such provision shall be construed or deemed amended to conform to
the requirements or provisions of section 162(m); provided that no such con-
struction or amendment shall have an adverse effect on the economic value to a
Holder of any Award previously granted hereunder.
 
  (g) Governing Law. This Plan shall be construed in accordance with the laws
of the State of Texas.