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                                                                   EXHIBIT 10.15


                    AMERICAN GENERAL SUPPLEMENTAL THRIFT PLAN


                         December 31, 1998 Restatement

         (Incorporating May 1, 1991 Restatement and Amendments thereof)
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                    AMERICAN GENERAL SUPPLEMENTAL THRIFT PLAN

     WHEREAS, AMERICAN GENERAL CORPORATION and certain of its subsidiaries
(hereinafter referred to as the "Company," jointly and severally) have
heretofore adopted the AMERICAN GENERAL EMPLOYEES' THRIFT AND INCENTIVE PLAN
(the "Basic Plan") for the benefit of their employees; and

     WHEREAS, the Company desires to provide for the payment of certain thrift
and thrift- related benefits to certain of its employees who are members of the
Basic Plan on and after the effective date hereof so that the total thrift and
thrift-related benefits offered employees can be determined without regard to
certain limitations in the Basic Plan;

     WHEREAS, the Company adopted the AMERICAN GENERAL SUPPLEMENTAL THRIFT PLAN
(the "Supplemental Plan"), restated as of May 1, 1991, and as subsequently
amended; and

     WHEREAS, the Company desires to amend the Supplemental Plan;

     NOW, THEREFORE, the Company hereby amends and restates the Supplemental
Plan, effective as December 31, 1998.




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                                       I.
                        Purpose of the Supplemental Plan

     The Company intends and desires by the adoption and continuation of this
Supplemental Plan to recognize the value to the Company of the past and present
services of Employees covered by the Supplemental Plan and to encourage and
assure their continued service with the Company by making more adequate
provision for their future retirement security. This Supplemental Plan is
adopted and maintained due to certain benefit limitations which are imposed on
the Basic Plan by the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and by the Internal Revenue Code of 1986, as amended (the
"Code").

                                       II.
                         Incorporation of the Basic Plan

     The Basic Plan, with any amendments thereto to the date of restatement of
the Supplemental Plan, shall be attached hereto as Exhibit I and is hereby
incorporated by reference and shall form a part of this Supplemental Plan as
fully as if set forth herein verbatim. Any amendment made to the Basic Plan by
the Company shall also be incorporated by reference and form a part of this
Supplemental Plan, effective as of the effective date of such amendment. The
Basic Plan, whenever referred to in this Supplemental Plan, shall mean the Basic
Plan, as amended, as it exists as of the date any determination is made of
amounts credited or benefits payable under this Supplemental Plan. All terms
used in this Supplemental Plan shall have the meanings assigned to them under
the provisions of the Basic Plan unless otherwise qualified by the context.




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                                      III.
                                 Administration

     This Supplemental Plan shall be administered by the Plan Administrator who
shall be the Committee charged with administering the American General
Corporation 1984 Stock and Incentive Plan, and who shall administer it in a
manner consistent with the administration of the Basic Plan, as from time to
time amended and in effect, except that this Supplemental Plan shall be
administered as an unfunded plan which is not intended to meet the qualification
requirements of section 401 of the Code. The Plan Administrator shall have the
power and authority to interpret, construe, and administer this Supplemental
Plan, and the Plan Administrator's interpretations and construction hereof, and
actions hereunder, including the timing, form, amount, or recipient of any
payment to be made hereunder, shall be binding and conclusive on all persons for
all purposes. The Plan Administrator shall not be liable to any person for any
action taken or omitted in connection with the interpretation and administration
of this Supplemental Plan unless attributable to his/her own willful misconduct
or lack of good faith. Neither the Plan Administrator nor any member of the
Committee shall participate in any action or determination regarding his/her own
benefits hereunder.

                                       IV.
                                   Eligibility

     Employees who are Highly Compensated Participants, who are participating in
the Basic Plan, and either (1) whose thrift or thrift-related benefits under the
Basic Plan are limited pursuant to section 401 (a) (17), section 402 (g)(1), or
section 415 of the Code or (2) who are eligible to participate in the American
General Corporation Deferred Compensation Plan, shall be eligible for benefits
under this Supplemental Plan. In no event shall an employee who is not eligible
for benefits under the Basic Plan be eligible for a benefit under this
Supplemental Plan.


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                                       V.
                                Amount of Benefit

     The Plan Administrator shall establish a memorandum bookkeeping account
(the "Supplemental Plan Account") for each Employee whose allocation of Employer
Contributions under the Basic Plan has been limited pursuant to section
401(a)(17), section 402(g)(1), or section 415 of the Code. As of the end of each
month, the Plan Administrator shall credit such Employee's Supplemental Plan
Account in an amount equal to the excess, if any, of:

          (a) the amount which would have been allocated to the Employer
          Contribution Account of such Employee under the Basic Plan as of the
          end of such month (based upon the Employee's actual basic Employee
          contribution percentage election as in effect for such month), if the
          provisions of the Basic Plan were administered without regard to the
          considered compensation limitation of section 401 (a)(17) of the Code,
          the elective deferral limitation of section 402(g)(1) of the Code, the
          maximum amount of contribution limitations of section 415 of the Code,
          and as if the definition of Base Pay included any compensation which
          would have been included in Base Pay had it not been deferred under a
          deferred compensation agreement,

          over

          (b) the amounts that were in fact allocated as of the end of such
          month to the Employer Contribution Account of such employee under the
          Basic Plan.

If any portion of the Employee's Employer Contribution Account under the Basic
Plan is forfeited for any reason (other than pursuant to Section 4.10 of the
Basic Plan, relating to excess contributions), the Plan Administrator shall
debit such Employee's Supplemental Plan Account by an amount equal to the
percentage of such Supplemental Plan Account which corresponds to the percentage
of his Employer Contribution Account under the Basic Plan which was forfeited.




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Amounts credited to the Employee's Supplemental Plan Account shall be deemed to
be invested in shares of the common stock of American General Corporation
("Company Stock") on the date so credited and the value of such Employee's
Supplemental Plan Account at any time shall be equal to the fair market value of
the total number of shares of Company Stock in which such account is deemed to
be invested. The Employee's Supplemental Plan Account shall be appropriately
adjusted to reflect transactions affecting Company Stock including, but not
limited to, stock splits, dividends declared, recapitalizations, adjustments to
common stock account of American General Corporation, or subdivisions or
consolidations of shares of Company stock. Benefits payable under this
Supplemental Plan to any recipient shall be computed in accordance with the
foregoing and with the objective that such recipient should receive under this
Supplemental Plan and the Basic Plan that total amount which would have been
payable to that recipient solely under the Basic Plan, had section 401 (a)(17),
section 402(g) (1), and section 415 of the Code not been applicable thereto.

                                       VI.
                               Payment of Benefits

The benefit payable under this Supplemental Plan on account of an Employee's
termination of employment, retirement, disability or death shall be paid to the
same recipients in cash at the time or times as the limited benefits are payable
to the employee or his beneficiary under the Basic Plan.

                                      VII.
                                Employee's Rights

     Except as otherwise specifically provided, the Employee's rights under this
Supplemental Plan shall be the same as his/her rights under the Basic Plan.
Benefits payable under this Supplemental Plan shall be a general, unsecured
obligation of the Company to be paid by the Company from its own funds, and such
payments shall not (i) impose any obligation upon the Trust Fund under said
Basic Plan; (ii) be paid from the


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Trust Fund under said Basic Plan; or (iii) have any effect whatsoever upon the
Basic Plan or the payment of benefits from the Trust Fund under said Basic Plan.
No Employee or his/her beneficiary or beneficiaries shall have any title to or
beneficial ownership in any assets which the Company may earmark to pay benefits
hereunder.

                                      VIII.
                          Amendment and Discontinuance

     Although it is expected that this Supplemental Plan shall continue
indefinitely, American General Corporation, on behalf of itself and on behalf of
each of its subsidiaries that has adopted the Supplemental Plan, reserves the
right to amend or discontinue it if, in its sole judgment, such a change is
deemed necessary or desirable. However, if American General Corporation should,
on behalf of itself and on behalf of each of its subsidiaries that has adopted
the Supplemental Plan, amend or discontinue this Supplemental Plan, the Company
shall be liable for any benefits accrued under this Supplemental Plan
(determined on the basis of each Employee's presumed termination of employment
as of the date of such amendment or discontinuance) as of the date of such
action.

                                       IX.
                            Restriction on Assignment

     The interest of the Employee or his beneficiary or beneficiaries may not be
sold, transferred, assigned, or encumbered in any manner, either voluntarily or
involuntarily, and any attempt so to anticipate, alienate, sell, transfer,
assign, pledge, encumber, or charge the same shall be null and void; neither
shall the benefits hereunder be liable for or subject to the debts, contracts,
liabilities, engagements, or torts of any person to whom such benefits or funds
are payable, nor shall they be subject to garnishment, attachment, or other
legal or equitable process nor shall they be an asset in bankruptcy, except that
no amount shall be payable hereunder until and unless any and all amounts
representing debts or other obligations owed to the Company or any affiliate



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of the Company by the Employee with respect to whom such amount would otherwise
be payable shall have been fully paid and satisfied.

                                       X.
                               Nature of Agreement

     This Supplemental Plan is intended to constitute an unfunded "deferred
compensation plan" for a select group of management or highly-compensated
employees within the meaning of sections 201(2), 301 (a) (3), and 401 (a) (1) of
ERISA with respect to a part of the Supplemental Plan and an unfunded "excess
benefit plan" within the meaning of sections 3(36) and 4(b)(5) of ERISA with
respect to the remainder of the Supplemental Plan. The adoption of this
Supplemental Plan and any setting aside of amounts by the Company with which to
discharge its obligations hereunder shall not be deemed to create a trust; legal
and equitable title to any funds so set aside shall remain in the Company, and
any recipient of benefits hereunder shall have no security or other interest in
such funds. Any and all funds so set aside shall remain subject to the claims of
the general creditors of the Company, present and future, and no payment shall
be made under this Supplemental Plan unless the Company is then solvent. This
provision shall not require the Company to set aside any funds, but the Company
may set aside such funds if it chooses to do so. Notwithstanding the provisions
of Articles VII and XII hereof and the foregoing provisions of this Article X,
American General Corporation may, in its discretion, establish a trust to pay
amounts becoming payable pursuant to this Supplemental Plan, which trust shall
be subject to the claims of the general creditors of American General
Corporation in the event of its bankruptcy or insolvency. Notwithstanding any
establishment of such a trust, the Company shall remain responsible for the
payment of any amounts so payable which are not so paid by such trust.



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                                       XI.
                              Continued Employment

     Nothing contained herein shall be construed as conferring upon any Employee
the right to continue in the employ of the Company in any capacity.

                                      XII.
               Binding on Company, Employees, and Their Successors

   This Supplemental Plan shall be binding upon and inure to the benefit of the
Company, its successors and assigns, and the Employee and his heirs, executors,
administrators, and legal representatives. The provisions of this Supplemental
Plan shall be applicable with respect to each Company separately, and amounts
payable hereunder shall be paid by the Company which employs the particular
Employee.

                                      XIII.
                      Employment with More than One Company

     If any Employee shall be entitled to benefits under the Basic Plan on
account of service with more than one Company, the obligations under this
Supplemental Plan shall be apportioned among such Companies on the basis of
Service with each.

                                      XIV.
                                 Laws Governing

     This Supplemental Plan shall be construed in accordance with and governed
by the laws of the State of Texas.



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                                       XV.
                           Effect of Change In Control

     Notwithstanding any other provision in this Supplemental Plan and
notwithstanding any provision incorporated herein from the Basic Plan, upon the
occurrence of a Change in Control (as hereinafter defined) of American General
Corporation (hereinafter in this Article XV, the "Corporation"), (i) each
Employee's Supplemental Plan Account shall become fully vested and the Employee
shall have a 100% Nonforfeitable Interest therein, and (ii) each Employee's
Supplemental Plan Account shall no longer be deemed to be invested in Company
Stock and shall immediately be deemed to be invested at prime rate plus one
percent (1%), as set at the beginning of each calendar quarter and reported by
American General Corporation's lead lender. A "Change in Control" shall be
deemed to have occurred if the event set forth in any one of the following
paragraphs shall have occurred:

          (I) any Person (as hereinafter defined) is or becomes the Beneficial
     Owner (as hereinafter defined), directly or indirectly, of securities of
     the Corporation (not including in the securities beneficially owned by such
     Person any securities acquired directly from the Corporation or its
     affiliates) representing thirty percent (30%) or more of the combined
     voting power of the Corporation's then outstanding securities, excluding
     any Person who becomes 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
     December 31, 1998, 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



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     of directors of the Corporation) whose appointment or election by the Board
     or nomination for election by the Corporation'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 December 31, 1998 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
     Corporation or any direct or indirect subsidiary of the Corporation with
     any other corporation (or a share exchange between shareholders of the
     Corporation or any direct or indirect subsidiary of the Corporation 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
     Corporation 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
     Corporation or any subsidiary of the Corporation, at least fifty-one
     percent (51%) of the combined voting power of the securities of the
     Corporation or such surviving entity or any parent thereof outstanding
     immediately after such merger or consolidation, or (ii) a merger or
     consolidation effected to implement a recapitalization of the Corporation
     (or similar transaction) in which no Person is or becomes the Beneficial
     Owner, directly or indirectly, of securities of the Corporation
     representing thirty percent (30%) or more of the combined voting power of
     the Corporation's then outstanding securities; or

          (IV) the shareholders of the Corporation approve a plan of complete
     liquidation or dissolution of the Corporation or there is consummated an
     agreement for the sale or disposition by the Corporation of all or
     substantially all of the Corporation's assets, other than a sale or
     disposition by the Corporation of


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     all or substantially all of the Corporation'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 Corporation in
     substantially the same proportions as their ownership of the Corporation
     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 Corporation 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
Corporation immediately following such transaction or series of transactions.

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

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

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

     "Person" shall have the meaning given in Section 3(a) (9) of the Exchange
Act (as defined in this Article XV), as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (i) the Corporation or
any of its subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Corporation or any of its Affiliates (as
defined in this Article XV), (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 Corporation in substantially
the same proportions as their ownership of stock of the Corporation.


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EXECUTED as of the 31st day of December, 1998


                                   AMERICAN GENERAL CORPORATION

                                   By:  /s/ MARK S. BERG
                                        ------------------------
                                        Mark S. Berg
                                        Executive Vice President
                                        and General Counsel



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