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                                                                   EXHIBIT 10.28

                               FIRST AMENDMENT TO
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

     This First Amendment to the Supplemental Executive Retirement Agreement
made as of May 1, 2000 (the "Agreement") between American General Corporation, a
Texas corporation (the "Company") and Rodney O. Martin, Jr. is made on February
12, 2001.

          1.   Section 6.1 of the Agreement is hereby amended by substituting
the following for the existing definition of "Years of Service":

     "Years of Service" means the sum of:

          (i)  the total number of 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; and

          (ii) subject to a maximum of nine (9) years, a number of years equal
               to 0.62 times the number of years of active employment with the
               Company during which substantial services were rendered as an
               employee, commencing on November 27, 2000 and ending on the date
               the Executive ceases to perform services for the Company;

          such years of active employment being measured in full and partial
          years, in increments of one- twelfth years. If the Executive receives
          an additional thirty-six (36) months of service and age credit upon
          his termination of employment pursuant to Section 2.6 hereof, no part
          of such period shall be treated as a year of active employment for
          purposes of the foregoing clause (ii) ("Clause (ii)").

          This definition of "Years of Service" is modified by the following
          provisions:

          (A) Immediately upon the occurrence of a Change in Control, as defined
     in the Employment Agreement, the additional service credited pursuant to
     Clause (ii) shall be equal to the greater of six (6) Years of Service or
     the Years of Service then credited pursuant to the Clause (ii) formula; the
     formula shall thereafter apply to the Executive's subsequent years of
     active employment in accordance with its terms. It is not, however,
     intended that Executive receive combined additional service credit under
     Clause (ii) and Section 2.6 hereof in excess of nine (9) years. Therefore,
     in the event of a termination of the Executive's employment (whether before
     or after any Change in Control), which termination is either by the
     Executive with Good Reason or by the Company without Cause, as such terms
     are defined in the Employment Agreement, the total service credit provided
     under Clause (ii) shall not exceed six (6) Years of Service, even if a
     greater number of Years of Service would otherwise be credited under Clause
     (ii).

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          (B) Notwithstanding the foregoing, and regardless of Clause (ii) and
     the Executive's actual period of service with the Company, in no event
     shall a total of more than twenty eight (28) years be credited to the
     Executive and, if the Executive retires on or after the attainment of age
     62, he shall be credited with a total of twenty eight (28) Years of
     Service.

               2.   As amended by this First Amendment, the Agreement is hereby
     specifically ratified and reaffirmed.

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
on February 12, 2001.

                                                    AMERICAN GENERAL CORPORATION



                                                    BY /s/ GARY D. REDDICK
                                                       -------------------------
                                                           Gary D. Reddick



                                                    /s/ RODNEY O. MARTIN, JR.
                                                    ----------------------------
                                                        Rodney O. Martin, Jr.