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                                                                   EXHIBIT 10.33

                          AMERICAN GENERAL CORPORATION
                PERFORMANCE - BASED PLAN FOR EXECUTIVE OFFICERS

                AMENDED AND RESTATED EFFECTIVE JANUARY 29, 1998


                               SECTION 1 - PURPOSE

     1.1 The AMERICAN GENERAL CORPORATION PERFORMANCE - BASED PLAN FOR EXECUTIVE
OFFICERS (the "PLAN") is designed to attract and retain the services of key
executives who are in a position to make a material contribution to the
successful operation of the business of American General Corporation and its
subsidiaries. The Plan shall become effective as of January 1, 1994, subject to
approval by shareholders in the manner required by Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code").

                             SECTION 2 - DEFINITIONS

     2.1 For purposes of the Plan, the following terms shall have the following
meanings:

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

          (b) "AVERAGE SHAREHOLDERS' EQUITY" means, for any Plan Year, the sum
     of the consolidated shareholders' equity of the Corporation at the
     beginning of the Plan Year and for each quarter-end (i.e., March 31, June
     30, September 30, and December 31) of that Plan Year, as reported in the
     Corporation's quarterly financial supplements and/or the annual report to
     shareholders for each applicable period, divided by five.

          (c) "AVERAGE SHAREHOLDERS' EQUITY FOR THE THREE-YEAR PERIOD" means the
     sum of the Average Shareholders' Equity for the current Plan Year and the
     prior two Plan Years as reported in the Corporation's annual report to
     shareholders for such years, divided by three.

          (d)  "AWARD" means an amount granted pursuant to Section 4 of the
     Plan.

          (e) "BENEFICIAL OWNER" shall have the meaning set forth in Rule 13d-3
     under the Exchange Act.

          (f)  "Board of Directors" means the Board of Directors of the
     Corporation.

          (g)  "COMMON STOCK" means the common stock ($.50 par value) of the
     Corporation.

          (h)  "CORPORATION" means American General Corporation.




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          (i) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
     amended from time to time.

          (j) "INCENTIVE POOL" means a pool of funds created pursuant to Section
     3 of the Plan.

          (k) "OPERATING EARNINGS" means, for any Plan Year, the consolidated
     operating earnings of the Corporation, which exclude net realized
     investment gains, non-recurring items, and the cumulative effect of
     accounting changes under generally accepted accounting principles.

          (l) "PARTICIPANT" means an officer of the Corporation or one of its
     subsidiaries who is, during the Plan Year, among the 15 highest salaried
     employees of the Corporation and its subsidiaries and who has been
     designated by the Committee as eligible to receive an Award under the Plan
     for the Plan Year.

          (m) "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 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, (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.

          (n)  "PERSONNEL COMMITTEE" or "COMMITTEE" means the Personnel
     Committee of the Board of Directors.

          (o)  "PLAN YEAR" means the calendar year.

                  SECTION 3 - DETERMINATION OF INCENTIVE POOL

     3.1 On or prior to the ninetieth day following January 1 of each Plan Year,
the Committee shall prescribe an objective formula pursuant to which a pool of
funds (an "Incentive Pool") shall be created for such Plan Year conditioned upon
(1) Operating Earnings for such Plan Year exceeding 7% of Average Shareholders'
Equity for the Three-Year Period ending on the last day of such Plan Year, and
(2) a cash dividend having been declared on the outstanding Common Stock during
such Plan Year.

     3.2 The Incentive Pool for a Plan Year shall be equal to the sum of (1) 3%
of that portion of Operating Earnings for such Plan Year that exceeds a base
percentage return to shareholders, established by the Committee, on Average
Shareholders' Equity for the Three-Year Period ending on the last day of such
Plan Year, plus (2) an amount, not to exceed $2,000,000, consisting of the


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excess of the cumulative Incentive Pools for all prior Plan Years over the
actual Awards paid under the Plan for such Plan Years.

                           SECTION 4 - GRANT OF AWARDS

     4.1 Coincident with the establishment of the formula under which the
Incentive Pool shall be determined for a Plan Year, the Committee shall award
shares of the Incentive Pool ("Awards") for that Plan Year to individuals whom
the Committee designates as Participants for the Plan Year. The maximum Award
which can be made to a Participant under the Plan for a Plan Year shall not
exceed .005 times Operating Earnings for such Plan Year. The Committee shall
grant Awards under the Plan based upon a review of the contribution and
performance of the Participants as well as the Corporation's performance in
relation to its competitors and as influenced by external factors.

     4.2 Notwithstanding the provisions of Section 4.1, the Committee may, in
its sole discretion, reduce the amount otherwise payable to a Participant at any
time prior to the payment of the Award to the Participant.

                 SECTION 5 - ELIGIBILITY FOR PAYMENT OF AWARDS

     5.1 Subject to Section 4.2, a Participant who has been awarded a share of
the Incentive Pool shall receive payment of an Award if the Participant remains
employed by the Corporation or its subsidiaries through the end of the
applicable Plan Year; provided, however, that no Participant shall be entitled
to payment of an Award hereunder until the Committee certifies (by written
minutes) that the performance goals and any other material terms of the Plan
have in fact been satisfied. If a Participant terminates employment prior to the
end of a Plan Year, no payments attributable to his Award for such Plan Year
shall be made pursuant to the Plan.

                SECTION 6 - FORM AND TIMING OF PAYMENT OF AWARDS

     6.1 Awards will be paid out in cash in one lump sum payment during the
first quarter of the calendar year following the Plan Year to which the Award
relates.

                           SECTION 7 - ADMINISTRATION

     7.1  The Plan shall be administered by the Personnel Committee.

     7.2 Subject to the provisions of the Plan, the Committee shall have
exclusive power to determine the amounts that shall be available for Awards each
Plan Year and to establish the guidelines under which the Awards payable to each
Participant shall be determined.

     7.3 The Committee's interpretation of the Plan, grant of any Award pursuant
to the Plan, and all actions taken within the scope of its authority under the
Plan, shall be final and binding on all Participants (or former Participants)
and their executors.



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     7.4 The Committee shall have the authority to establish, adopt or revise
such rules or regulations relating to the Plan as it may deem necessary or
advisable for the administration of the Plan.

                      SECTION 8 - AMENDMENT AND TERMINATION

     8.1 The Board of Directors may amend any provision of the Plan at any time;
provided that no amendment which requires shareholder approval in order for
Awards paid under the Plan to be deductible under the Code may be made without
the approval of the shareholders of the Corporation. The Board of Directors
shall also have the right to terminate the Plan at any time.

                            SECTION 9 - MISCELLANEOUS

     9.1 The fact that an employee has been designated a Participant shall not
confer on the Participant any right to be retained in the employ of the
Corporation or its subsidiaries, or to be designated a Participant in any
subsequent Plan Year.

     9.2 No award under this Plan shall be taken into account in determining a
Participant's compensation for the purpose of any employee benefit plan of the
Corporation or its subsidiaries unless so provided in such benefit plan.

     9.3 This Plan shall not be deemed the exclusive method of providing
incentive compensation for an employee of the Corporation or its subsidiaries,
nor shall it preclude the Committee or the Board of Directors from authorizing
or approving other forms of incentive compensation.

     9.4 All expenses and costs in connection with the operation of the Plan
shall be borne by the Corporation and its subsidiaries.

     9.5 The Corporation or its subsidiary making a payment under this Plan
shall withhold therefrom such amounts as may be required by federal, state or
local law, and the amount payable under the Plan to the person entitled thereto
shall be reduced by the amount so withheld.

     9.6 The Plan and the rights of all persons under the Plan shall be
construed and administered in accordance with the laws of the State of Texas to
the extent not superseded by federal law.

     9.7 In the event of the death of a Participant, any payment due under this
Plan shall be made to the Participant's estate.

     9.8 No right or interest of any Participant in the Plan shall be assigned
or transferable, or subject to any lien, directly, by operation of law, or
otherwise, including execution, levy, garnishment, attachment, pledge, and
bankruptcy.


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                         SECTION 10 - CHANGE IN CONTROL

     10.1 Notwithstanding any provision to the contrary in the Plan (and
notwithstanding any lack of satisfaction of any condition or requirement which
would otherwise apply to an Award), immediately upon the occurrence of a Change
in Control (as defined below), (i) any Award with respect to any prior Plan Year
which has been earned and determined pursuant to Sections 3, 4 and 5 hereof, but
has not yet been paid, shall be immediately paid in full to the respective
Participant who has earned such an Award, (ii) if no Awards have been determined
with respect to the immediately preceding Plan Year, the amount (if any) of each
such Award shall be immediately determined in accordance with the provisions of
the Plan (except that Section 4.2 shall not apply) and shall be immediately paid
in full to the respective Participant, and (iii) each Participant who has been
awarded a share (such fractional portion being called the "Participant's Share")
of the Incentive Pool for the Plan Year during which the Change in Control
occurs (the "Change-in-Control Year") shall immediately be paid a pro-rata Award
for such year, the amount of which shall equal the product of multiplying (x)
the Participant's Share (expressed as a fraction) times (y) the Incentive Pool
for the Plan Year which immediately preceded the Change-in-Control Year times
(z) a fraction, the numerator of which shall be the number of days in the
Change-in-Control Year which have elapsed as of the date of the Change in
Control, and the denominator of which shall be 365.

     10.2 Upon and after the occurrence of a Change in Control, the Committee
shall have no power to reduce the amounts payable to a Participant pursuant to
Section 10.1 and neither, the Committee, the Board nor any other person or
entity shall have the right to terminate or amend the Plan in any manner which
would impair the rights of a Participant to receive payment of an Award pursuant
to Section 10.1 hereof.

     10.3 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 is or becomes the Beneficial Owner, 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
     February 1, 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 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 February 1, 1998 or whose



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     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 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.



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     IN WITNESS WHEREOF, AMERICAN GENERAL CORPORATION has executed the American
General Corporation Performance-Based Plan for Executive Officers, Amended and
Restated as of January 29, 1998.


                                   AMERICAN GENERAL CORPORATION



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


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