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                                                                     Exhibit 3.6






                           AMENDED AND RESTATED BYLAWS

                              (AS OF MARCH 4, 1999)






                                       OF

                          AMERICAN GENERAL CORPORATION

                                 HOUSTON, TEXAS








                    [AMERICAN GENERAL FINANCIAL GROUP LOGO]








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                           AMENDED AND RESTATED BYLAWS
                                       OF
                          AMERICAN GENERAL CORPORATION



                                   ARTICLE I.

                                  CAPITAL STOCK

     SECTION 1. Certificates for Shares. The certificates for shares of the
capital stock of the company shall be in such form as shall be approved by the
board of directors. The certificates shall be signed by the chairman of the
board or president, and also by the secretary, and may be sealed with the seal
of the company or a facsimile thereof. Where any such certificate is
countersigned by a transfer agent, or registered by a registrar, either of which
is other than the company itself or an employee of the company, the signatures
of the chairman of the board or president and of the secretary may be
facsimiles. The certificates shall be consecutively numbered and shall be
entered on the stock records of the company as they are issued, and each shall
exhibit the holder's name and the number of shares.

     SECTION 2. Transfer of Shares. The shares of stock of the company shall be
transferable only on the stock records of the company by the registered holders
thereof in person or by their duly authorized attorneys or legal
representatives, upon surrender of certificates representing such shares duly
endorsed or in proper form for transfer, with appropriate evidence of authority
to transfer, and cancellation thereof.

     SECTION 3. Fixing of Record Date; Closing of Transfer Books. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or any adjournment thereof, or entitled to receive
payment of any dividend, or for any other proper purpose, the board of directors
may fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than fifty (50) days and, in
case of a meeting of shareholders, not less than ten (10) days prior to the date
on which the particular action requiring such determination of shareholders is
to be taken. In lieu of fixing a record date, the board of directors may provide
that the stock transfer books of the company shall be closed for a stated period
not to exceed, in any case, fifty (50) days. If the stock transfer books shall
be closed for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for at least
ten (10) days immediately preceding such meeting. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which the notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided herein, such determination shall apply to
any adjournment of the meeting except where the determination has been made
through the closing of stock transfer books and the stated period of closing has
expired.

     SECTION 4. Registered Shareholders. The company shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof, and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other 



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person or entity, whether or not it shall have express or other notice thereof,
except as expressly provided by the laws of the State of Texas.

     SECTION 5. Lost, Destroyed, or Stolen Stock Certificates. No certificate
for shares of stock in the company shall be issued in place of any certificate
alleged to have been lost, destroyed, or stolen except on production of evidence
satisfactory to the board of directors, or such person or persons as it may
designate, of such loss, destruction, or theft, and, if the board of directors
so requires, upon the furnishing of an indemnity bond in such amount (but not to
exceed twice the then-market value of the shares represented by the certificate)
and with such terms and such surety or sureties as the board of directors may,
in its discretion, require.

     SECTION 6. Regulations. The board of directors shall have the power and
authority to make all such rules and regulations to the extent permitted by law,
the articles of incorporation, and these bylaws, as it may deem expedient
concerning the issue, transfer, registration, or replacement of certificates for
shares of the capital stock of the company.


                                   ARTICLE II.

                                  SHAREHOLDERS

     SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be
held at such hour as shall be designated by the board of directors either (i) on
the last business day of April of each year, or (ii) on such other date, not
more than thirteen (13) months after the last preceding annual meeting, as the
board of directors shall designate, for the purpose of electing directors and
for the transaction of such other business as may properly be brought before the
meeting.

     SECTION 2. Special Meetings. A special meeting of shareholders for any
purpose or purposes may be called at any time by the chairman of the board, the
president, or a majority of the board of directors, and shall be called by the
chairman of the board, the president, or the secretary upon the written request
therefor, stating the purpose or purposes of the meeting, delivered to such
officer, signed by the holders of at least ten percent (10%) of the issued and
outstanding shares entitled to vote at such meeting. Only such business as shall
be stated or indicated in the notice of the meeting shall be transacted at any
such special meeting of shareholders.

     SECTION 3. Place. The annual meeting of shareholders may be held at any
place as may be designated in the call of the meeting. Meetings of shareholders
shall be held at the principal office of the company unless another place is
designated for a meeting in the manner provided herein.

     SECTION 4. Notice. Written or printed notice stating the place, day, and
hour of each meeting of shareholders, and in case of a special meeting the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than fifty (50) days before the date of the meeting,
either personally or by mail, by or at the direction of the officer calling the
meeting, to each shareholder of record entitled to vote at such meeting.

     SECTION 5. Quorum. Except as may be otherwise provided by law or the
articles of incorporation, no meeting of shareholders shall elect directors, or
transact other business of the company, unless there shall be present, in person
or by proxy, a quorum, which is defined as the holders of a majority of the
issued and outstanding shares of capital stock of the company entitled to vote
at the meeting, and the act of a majority of the shares represented at any
meeting at which a 


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quorum is present shall be the act of the meeting. The shareholders present at
any meeting, though less than a quorum, may adjourn the meeting, and any
business may be transacted at the adjourned meeting that could have been
transacted at the original meeting. No notice of adjournment, other than the
announcement at the meeting, need be given.

     SECTION 6. Proxies. At any meeting of shareholders, a shareholder may vote
either in person or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. Such proxies shall be filed with the secretary
of the company before or at the time of the meeting. No proxy shall be valid
after eleven (11) months from the date of its execution unless otherwise
provided in the proxy. Each proxy shall be revocable unless it is expressly
provided therein that the proxy shall be irrevocable or unless it is otherwise
made irrevocable by law.

     SECTION 7. Voting of Shares. Each outstanding share of a class of stock
entitled to vote upon a matter submitted to a vote at a meeting of shareholders
shall be entitled to one vote on such matter. Votes for directors, and upon
demand of any shareholder votes upon any question before a meeting, shall be by
ballot.

     SECTION 8. Presiding Officer and Secretary. The chairman of the board, or
in his absence the president, shall preside at each meeting of shareholders, and
in the absence of both such officers, a vice chairman of the board shall
preside. Should none be present, the meeting shall appoint one of the vice
presidents, or in the absence of all vice presidents, one of the shareholders,
to preside at the meeting. The records of each meeting shall be kept by the
secretary, or in his absence an assistant secretary, or in the absence of both,
a person appointed by the chairman of the meeting.

     SECTION 9. List of Shareholders. A complete list of shareholders entitled
to vote at each shareholders' meeting, arranged in alphabetical order, with the
address of each and number of shares of each class and series of stock held by
each, shall be prepared by the secretary and filed at the registered office of
the company, and shall be subject to inspection by any shareholder during usual
business hours for a period of ten (10) days prior to such meeting. It shall be
produced at such meeting and shall at all times during such meeting be subject
to inspection by any shareholder.

     SECTION 10. Inspectors of Election. The chairman of each meeting of
shareholders shall appoint a committee to act as inspectors of election. Such
committee shall report to the meeting the number of shares of each class and
series of stock, and of all classes, represented by proxy and shall prepare a
list showing the total number of shares of each class and series of stock, and
of all classes, represented either in person or by proxy. The inspectors of
election shall oversee the vote of the shareholders for the election of
directors and for any other matters that are put to a vote of shareholders at
the meeting; receive a ballot evidencing votes cast by the proxy committee;
judge the qualifications of shareholders voting; collect, count, and report the
results of ballots cast by any shareholders voting in person; and perform such
other duties as may be required by the chairman of the meeting or the
shareholders.

     SECTION 11. Nature of Business at Meetings of Shareholders. No business may
be transacted at an annual meeting of shareholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the board of directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the annual meeting by
or at the direction of the board of directors (or any duly authorized committee
thereof) or (c) otherwise properly brought before the annual meeting by an
shareholder of the company (i) who is a shareholder of record on the date of the
giving of the notice provided for in this Section 11 and on the record date for
the 



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determination of shareholders entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in this Section 11.

     In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the Secretary of
the company.

     To be timely, a shareholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the company not
less than one hundred and twenty (120) days nor more than one hundred and fifty
(150) days prior to the anniversary date of the immediately preceding annual
meeting of shareholders; provided, however, that in the event that the annual
meeting is called for a date that is not within thirty (30) days before or after
such anniversary date, notice by the shareholder in order to be timely must be
so received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual meeting was made,
whichever first occurs.

     To be in proper written form, a shareholder's notice to the Secretary must
set forth as to each matter such shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such shareholder, (iii) the class
or series and number of shares of capital stock of the company which are owned
beneficially or of record by such shareholder, (iv) a description of all
arrangements or understandings between such shareholder and any other person or
persons (including their names) in connection with the proposal of such business
by such shareholder and any material interest of such shareholder in such
business and (v) a representation that such shareholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.

     No business shall be conducted at the annual meeting of shareholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 11; provided, however, that, once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 11 shall be deemed to preclude discussion by any
shareholder of any such business. If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

                                  ARTICLE III.

                               BOARD OF DIRECTORS

     SECTION 1. Number, Term of Office, Nomination, Vacancy and Removal. The
business affairs and property of the company shall be managed and controlled by
the board of directors, and, subject to the restrictions imposed by law, by the
articles of incorporation, or by these bylaws, the board of directors may
exercise all of the powers of the company.

         (a)      Number. Subject to the rights of holders of any class or
                  series of stock having a preference over the Common Stock of
                  the company as to dividends or upon liquidation to elect
                  additional directors under specified circumstances, the number
                  of the directors of the company shall be fixed from time to
                  time by the board of directors but shall not be fewer than
                  three (3) nor more than twenty-five (25). Within these limits,
                  the 


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                  number of directors may be increased or decreased (provided
                  that any decrease does not shorten the term of any incumbent
                  director) from time to time by resolution of the board of
                  directors. Directors must be shareholders, but they need not
                  be residents of the State of Texas.

         (b)      Election and Terms. Subject to the rights of holders of any
                  class or series of stock having a preference over the Common
                  Stock of the company as to dividends or upon liquidation to
                  elect additional directors under specified circumstances,
                  directors shall be elected at the annual meeting of the
                  shareholders. Each director shall serve until the next annual
                  meeting and until his successor shall have been elected and
                  qualified, or until his earlier death, resignation, or
                  removal; provided, however, that the term of any director who
                  is also an officer of the company or of any subsidiary of the
                  company shall simultaneously terminate when that director
                  ceases, for whatever reason, to be an officer of the company
                  or of any subsidiary of the company, unless the board of
                  directors, in its discretion and upon resolution adopted by a
                  majority of the remaining directors then in office, waives the
                  applicability hereof.

         (c)      Nomination of Directors. Only persons who are nominated in
                  accordance with the following procedures shall be eligible for
                  election as directors of the company, except as may be
                  otherwise provided in the Certificate of Incorporation with
                  respect to the right of holders of preferred stock of the
                  company to nominate and elect a specified number of directors
                  in certain circumstances. Nominations of persons for election
                  to the board of directors may be made at any annual meeting of
                  shareholders, or at any special meeting of shareholders called
                  for the purpose of electing directors, (a) by or at the
                  direction of the board of directors (or any duly authorized
                  committee thereof) or (b) by any shareholder of the company
                  (i) who is a shareholder of record on the date of the giving
                  of the notice provided for in this Section 1(c) and on the
                  record date for the determination of shareholders entitled to
                  vote at such meeting and (ii) who complies with the notice
                  procedures set forth in this Section 1(c).

                  In addition to any other applicable requirements, for a
                  nomination to be made by a shareholder, such shareholder must
                  have given timely notice thereof in proper written form to the
                  Secretary of the company.

                  To be timely, a shareholder's notice to the Secretary must be
                  delivered to or mailed and received at the principal executive
                  offices of the company (a) in the case of an annual meeting,
                  not less than one hundred and twenty (120) days nor more than
                  one hundred fifty (150) days prior to the anniversary date of
                  the immediately preceding annual meeting of shareholders;
                  provided, however, that in the event that the annual meeting
                  is called for a date that is not within thirty (30) days
                  before or after such anniversary date, notice by the
                  shareholder in order to be timely must be so received not
                  later than the close of business on the tenth (10th) day
                  following the day on which such notice of the date of the
                  annual meeting was mailed or such public disclosure of the
                  date of the annual meeting was made, whichever first occurs;
                  and (b) in the case of a special meeting of shareholders
                  called for the purpose of electing directors, not later than
                  the close of business on the tenth (10th) day following the
                  day on which notice of the date of the special meeting was
                  mailed or public disclosure of the date of the special meeting
                  was made, whichever first occurs.


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                  To be in proper written form, a shareholder's notice to the
                  Secretary must set forth (a) as to each person whom the
                  shareholder proposes to nominate for election as a director
                  (i) the name, age, business address and residence address of
                  the person, (ii) the principal occupation or employment of the
                  person, (iii) the class or series and number of shares of
                  capital stock of the company which are owned beneficially or
                  of record by the person and (iv) any other information
                  relating to the person that would be required to be disclosed
                  in a proxy statement or other filings required to be made in
                  connection with solicitations of proxies for election of
                  directors pursuant to Section 14 of the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act"), and the rules
                  and regulations promulgated thereunder; and (b) as to the
                  shareholder giving the notice (i) the name and record address
                  of such shareholder, (ii) the class or series and number of
                  shares of capital stock of the company which are owned
                  beneficially or of record by such shareholder, (iii) a
                  description of all arrangements or understandings between such
                  shareholder and each proposed nominee and any other person or
                  persons (including their names) pursuant to which the
                  nomination(s) are to be made by such shareholder, (iv) a
                  representation that such shareholder intends to appear in
                  person or by proxy at the meeting to nominate the persons
                  named in its notice and (v) any other information relating to
                  such shareholder that would be required to be disclosed in a
                  proxy statement or other filings required to be made in
                  connection with solicitations of proxies for election of
                  directors pursuant to Section 14 of the Exchange Act and the
                  rules and regulations promulgated thereunder. Such notice must
                  be accompanied by a written consent of each proposed nominee
                  to being named as a nominee and to serve as a director if
                  elected.

                  No person shall be eligible for election as a director of the
                  company unless nominated in accordance with the procedures set
                  forth in this Section 1(c). If the Chairman of the meeting
                  determines that a nomination was not made in accordance with
                  the foregoing procedures, the Chairman shall declare to the
                  meeting that the nomination was defective and such defective
                  nomination shall be disregarded.

         (d)      Vacancies. Subject to the rights of the holders of any class
                  or series of stock having a preference over the Common Stock
                  of the company as to dividends or upon liquidation to elect
                  directors under specified circumstances, any vacancies on the
                  board of directors resulting from death, resignation,
                  retirement, disqualification, removal from office or other
                  cause shall be filled by the affirmative vote of a majority of
                  the remaining directors then in office, even though less than
                  a quorum of the board of directors. Any director so elected by
                  the board of directors to fill a vacancy shall hold office for
                  the remainder of the full term of the director whose departure
                  from the board created the vacancy. A directorship to be
                  filled by reason of an increase in the number of directors by
                  action of the board of directors (within the limits set forth
                  in paragraph (a) of Section 1 of this article) may be filled
                  by the board of directors for a term of office continuing only
                  until the next election at an annual meeting or at a special
                  meeting of shareholders called for that purpose; provided,
                  however, that the board of directors shall not fill more than
                  two such directorships during the period between two
                  successive annual meetings of shareholders.


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         (e)      Removal. Subject to the rights of any class or series of stock
                  having a preference over the Common Stock of the company as to
                  dividends or upon liquidation to elect directors under
                  specified circumstances, any director may be removed from
                  office, with or without cause, only by the affirmative vote of
                  the holders of at least seventy-five percent (75%) of the
                  combined voting power of the then outstanding shares of all
                  classes of stock of the company entitled to vote generally in
                  the election of directors, voting together as a single class.

         SECTION 2. Annual Meeting. Each newly elected board of directors shall
hold its first meeting immediately following the annual meeting of shareholders
each year, for the purposes of organization, the election of officers of the
company, and the transaction of such other business as may properly come before
such meeting, and no notice of such meeting shall be necessary.

         SECTION 3. Regular Meetings. In addition to the annual meeting of the
board of directors, four (4) regular meetings shall be held in each year at the
time and place designated by the chairman of the board, for the purpose of
transacting any business within the powers of the board. Notice of such regular
meetings shall be given as provided herein.

         SECTION 4. Special Meetings. A special meeting of the board of
directors shall be held whenever called by the chief executive officer or by the
secretary on the written request of any five (5) of the directors, and at such
time and place as may be specified in the notice thereof. Such notice, or any
waiver pursuant to Article VII, Section 6 hereof, need not state the purpose or
purposes of such meeting.

         SECTION 5. Notice. The secretary shall give notice to each director of
each regular and special meeting in person or by mail or by any form of
telecommunication, at least twenty-four (24) hours before the meeting. The
attendance of a director at any meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business on the grounds that the meeting
has not been lawfully called or convened.

         SECTION 6. Quorum. A majority of the directors in office shall
constitute a quorum for the transaction of business, but if at any meeting of
the board of directors there is less than a quorum present, a majority of those
present or any director solely present may adjourn the meeting from time to time
without further notice. The act of a majority of the directors present at a
meeting at which a quorum is in attendance shall be the act of the board of
directors, unless the act of a greater number is required by law, the articles
of incorporation, or these bylaws.

         SECTION 7. Order of Business and Officers at Meetings. At meetings of
the board of directors, business shall be transacted in such order as the board
may determine from time to time. At all meetings of the board of directors, the
chairman of the board shall preside, and in the absence of the chairman of the
board the president shall preside, and in the absence of both, a vice chairman
shall preside. Should all three be absent, a chairman shall be chosen by the
board of directors from among the directors present. The secretary of the
company shall act as secretary of all meetings of the board of directors, or in
the absence of the secretary an assistant secretary shall so act; or in the
absence of both, the presiding officer shall appoint any person to act as
secretary of the meeting.

         SECTION 8. Compensation. Directors shall not receive any stated salary
for their service as directors, but by resolution of the board of directors an
annual retainer may be paid and a fixed sum and expenses of attendance, if any,
may be allowed for attendance at any meeting of the board of 

<PAGE>   9

directors; provided that nothing contained herein shall be construed to preclude
any director from serving the company in any other capacity and receiving
compensation therefor.

         SECTION 9. Presumption of Assent. A director of the company who is
present at a meeting of the board of directors at which action on any company
matter is taken shall be presumed to have assented to the action unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the company immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

         SECTION 10. Retirement. No director of the company shall stand for
reelection as a director following his seventieth birthday with the exception of
any person who shall serve, or has served, as chief executive officer of the
company at any time, who shall not be prevented by this provision from standing
for reelection as a director for five years after retirement from the position
of chief executive officer, or until the annual meeting following the attainment
of age seventy-five, whichever shall first occur. Any director who is also an
officer, other than the chief executive officer, of the company or an officer of
any subsidiary of the company shall retire as provided in Section 1 of this
article.

                                   ARTICLE IV.

                      COMMITTEES OF THE BOARD OF DIRECTORS

         SECTION 1. Executive Committee. The board of directors, acting by
resolution adopted by a majority of the full board of directors, may elect from
among its members an executive committee of not fewer than three (3) nor more
than ten (10) members, which committee shall have and may exercise all of the
authority of the board of directors in the business and affairs of the company
except where action of the full board of directors is specified by law. The
chief executive officer shall be a member of the executive committee and shall
be chairman of such committee. The executive committee shall meet at such times
and places as may be fixed by the committee, or on the call of the chief
executive officer, at such times and places as may be designated in the call of
such meetings. The executive committee shall maintain a record of its
proceedings and shall report to each regular meeting of the board of directors a
summary of the actions taken by such committee since the last regular meeting of
the board of directors.

         The executive committee shall function as the company's nominating
committee. In its capacity as nominating committee, it has the power and duty to
recommend candidates for election to the board of directors, to the committees
of the board, and for the chairmanship of each committee except the executive
committee.

         SECTION 2. Audit Committee. The board of directors, acting by
resolution adopted by a majority of the full board of directors, may elect from
among its members an audit committee of not fewer than three (3) nor more than
ten (10) members, none of whom shall be an officer of the company or of any of
its subsidiaries during the time of service on such committee. The chairman of
the committee shall be elected by a majority of the full board of directors at
the time the committee is elected or at such time as it becomes necessary to
elect a new chairman because of the chairman's death or resignation. The audit
committee shall meet at such times and places as may be fixed by the committee,
or on the call of its chairman, at such times and places as may be designated in
the call of such meetings. The committee shall also meet promptly upon the
request of the company's principal 



<PAGE>   10

independent auditors. The audit committee shall maintain a record of its
proceedings and shall report to the board of directors a summary of its
activities not less frequently than twice each fiscal year.

         The audit committee shall have the following powers and duties:

         (a)      to recommend to the board of directors each year the
                  engagement of a firm of certified public accountants to act as
                  principal independent auditors for the company and its
                  subsidiaries;

         (b)      to review at regular intervals audit arrangements for the
                  company and its subsidiaries and the reports to be rendered;

         (c)      to review in advance the plan and scope of the audit of the
                  company and its subsidiaries to be performed by the principal
                  independent auditors and the related detailed estimate of
                  fees, and to recommend such audit plan, scope, and fee
                  estimate for board approval;

         (d)      to review and approve non-audit services and fees of the
                  company's principal independent auditors, giving appropriate
                  consideration to the possible effect on the auditors'
                  independence of each non-audit service provided;

         (e)      to review periodically with the company's principal
                  independent auditors the accounting principles and policies of
                  the company and such matters relating to the internal auditing
                  systems and procedures and the internal accounting controls of
                  the company and its subsidiaries as the committee or the board
                  of directors may determine to be necessary or desirable;

         (f)      to review periodically the coordination between the company's
                  principal independent auditors and the company's internal
                  audit staff, and to review with the company's principal
                  independent auditors, upon completion of their audit, their
                  findings and recommendations and the responses of the
                  company's management to such findings and recommendations;

         (g)      to review the annual financial statements issued by the
                  company to its security holders;

                  to periodically review the company's corporate responsibility
                  program and receive information and assurances from management
                  as to its effectiveness;

         (h)      to conduct from time to time, or cause to be conducted, such
                  investigations or inquiries relating to the committee's
                  responsibilities, including accounting or audit matters, as
                  the facts presented to the committee warrant and as the
                  committee may deem necessary or appropriate in the interest of
                  the company and its shareholders;

         (i)      to confer with and direct the officers of the company to the
                  extent necessary to exercise the committee's powers and to
                  carry out its duties;

         (j)      to meet with representatives of any independent auditors of
                  the company and/or its internal audit staff in the absence of
                  management, whenever the committee deems such to be
                  appropriate; and


<PAGE>   11

         (k)      to perform such additional duties as may be assigned to the
                  committee by the board of directors.

         SECTION 3. Personnel Committee. The board of directors, acting by
resolution adopted by a majority of the full board of directors, may elect from
among its members a personnel committee of not fewer than three (3) nor more
than ten (10) members, none of whom shall be an officer of the company or of any
of its subsidiaries during the time of service on this committee. The chairman
of the committee shall be elected by a majority of the full board of directors
at the time the committee is elected or at such time as it becomes necessary to
elect a new chairman because of the chairman's death or resignation. The
committee shall meet at such times and places as may be fixed by the committee,
or on the call of its chairman, at such times and places as may be designated in
the call of such meetings. The committee shall maintain a record of its
proceedings and shall report to each regular meeting of the board of directors a
summary of the actions taken by the committee since the last regular meeting of
the board of directors.

         The personnel committee shall have the following powers and duties:

         (a)      to review the relationship of the contribution of key officers
                  and employees to the company's performance and prospects;

         (b)      to review and approve and recommend to the board of directors
                  for approval or ratification the annual salary of any officer
                  of the company or of a subsidiary of the company whose annual
                  salary is or will be of an amount which will place him or her
                  among the twenty-five most highly salaried officers in the
                  group;

         (c)      to review and approve or ratify the annual salary of any
                  officer or employee of the company or of a subsidiary of the
                  company whose annual salary is or will be of an amount which
                  will place him or her among the second twenty-five most highly
                  salaried officers in the group;

         (d)      to review and approve incentive compensation and other
                  employee benefit programs;

         (e)      to review key personnel issues; and

         (f)      to perform such additional duties as may be assigned to the
                  committee by the board of directors.

         SECTION 4. Other Committees. In addition to the executive, audit, and
personnel committees, the board of directors may, by resolution adopted by a
majority of the full board of directors, elect from among its own members such
other committees as it shall deem to be appropriate, each of which shall have
and may exercise that authority of the board of directors which shall have been
delegated to it in the resolution creating such committee, except as may be
prohibited by law.

         SECTION 5. Term of Office and Committee Size. The term of office of
each member of any committee shall be the period designated by the board of
directors, but shall not be longer than one year and until his successor shall
be elected, unless such member shall be removed by the board of directors, as
provided in this section, or the committee is dissolved by the board of
directors. A member of any committee may be removed during the period between
annual meetings by action of the majority of the full board of directors at any
regular or special meeting. The membership of any 



<PAGE>   12

committee elected by the board of directors may be increased or decreased during
the period between annual meetings, subject to any limitations of this article,
by action of the majority of the full board of directors at any regular or
special meeting.

         SECTION 6.  Quorum. A majority of the members of any committee shall  
constitute a quorum for the transaction of business. The act of the majority of
the members present at a meeting at which a quorum is present shall be the act
of the committee.

         SECTION 7.  Responsibility. The designation of any committee and the  
delegation thereto of authority shall not operate to relieve the board of
directors, or any member thereof, of any responsibility imposed upon it or him
by law.

         SECTION 8.  Vacancies.  The board of directors may fill all vacancies 
in any committee.


                                   ARTICLE V.

                                    OFFICERS

         SECTION 1. Titles and Term of Office. The board of directors at its
annual meeting shall elect officers of the company as follows: a chairman of the
board, a president and a secretary. The board of directors may also elect one or
more vice chairmen. The board of directors or the executive committee may elect
other officers, including one or more executive vice presidents, senior vice
presidents, vice presidents, a general counsel, a controller, a general auditor,
and other officers and assistant officers as the board of directors or the
executive committee deems necessary. Each officer shall hold office for the term
for which he is elected and until his successor shall have been duly elected and
qualified, or until his death, resignation, or removal in the manner hereinafter
provided. One person may hold more than one office except that the president
shall not also hold the office of secretary. The chairman of the board, each
vice chairman of the board, if any, and the president shall be directors of the
company, but no other officer need be a director.

         SECTION 2. Removal. Any officer who may be elected only by the board of
directors may be removed only by the board of directors. Any officer who may be
elected by either the board of directors or the executive committee may be
removed by either the board of directors or the executive committee. Removal of
any officer may occur whenever in the judgment of the board of directors or the
executive committee, as the case may be, the best interests of the company will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election of an officer shall not of
itself create contract rights.

         SECTION 3. Vacancies. A vacancy in the office of any officer may be 
filled for the unexpired portion of the term by the board of directors.

         SECTION 4. Chief Executive Officer. The board of directors shall
designate either the chairman of the board or the president to be the chief
executive officer of the company. All other officers of the company shall be
subordinate to the chief executive officer and shall report to him as he may
direct. The chief executive officer shall have responsibility for the general
management and direction of the business of the company and for the execution of
all orders and resolutions of the board of directors. In addition to the powers
prescribed in these bylaws, he shall have all of the powers usually vested in
the chief executive officer of a corporation and such other powers as may 



<PAGE>   13

be prescribed from time to time by the board of directors. He may delegate any
of his powers and duties to any other officer with such limitations as he may
deem proper.

         SECTION 5. Chairman of the Board. The chairman of the board shall
preside at all meetings of the shareholders and of the board of directors; shall
have authority to execute all legal instruments necessary for the transaction of
the company's business; may sign certificates for shares of capital stock of the
company; and may be designated as chief executive officer, as provided in these
bylaws. He shall be a member of all standing committees of the board of
directors except those the membership of which is restricted to non-officer
directors, and shall have such other responsibilities and powers as may be
prescribed in these bylaws or from time to time by the board of directors. If he
is not designated as chief executive officer, the chairman of the board shall
have such powers and perform such duties as maybe delegated to him by the chief
executive officer, and shall be vested with all the powers and authorized to
perform all the duties of the chief executive officer in his absence or
inability to act.

         SECTION 6. Vice Chairman of the Board. In the absence of the chairman
of the board and the president, a vice chairman of the board shall preside at
all meetings of the shareholders and the board of directors; shall have
authority to execute all legal instruments necessary for the transaction of the
company's business; and shall have such other powers and duties as may be
delegated to him by the board of directors or the chief executive officer.

         SECTION 7. President. In the absence of the chairman of the board, the
president shall preside at all meetings of the shareholders and of the board of
directors; shall have authority to execute all legal instruments necessary for
the transaction of the company's business; may sign certificates for shares of
capital stock of the company; and may be designated as chief executive officer,
as provided in these bylaws. He may delegate such of his powers and duties to
other officers with such limitations as he may deem proper. The president shall
have such other powers and duties as may be prescribed in these bylaws or from
time to time by the board of directors. If he is not designated as chief
executive officer, the president shall have such powers and perform such duties
as may be delegated to him by the chief executive officer, and shall be vested
with all the powers and authorized to perform all the duties of the chief
executive officer in his absence or inability to act.

         SECTION 8. Vice President. Each vice president shall have such powers
and duties as may be delegated to him by the board of directors or the chief
executive officer, or any authorized officers senior to the vice president, and
may exercise the powers of the president during his absence or inability to act.
Any action taken by a vice president in the performance of the duties of the
president shall be conclusive evidence of the absence or inability to act of the
president at the time such action was taken.

         SECTION 9. Secretary. The secretary shall keep the minutes of all
meetings of the board of directors, of the shareholders, and of the executive
committee; shall issue all notices; may sign with the chairman of the board, a
vice chairman of the board, or the president in the name of the company all
legal instruments necessary for the transaction of the company's business and
affix the seal of the company thereto; shall sign with the chairman of the board
or president all certificates for shares of the capital stock of the company;
and shall have such other powers and duties as may be prescribed by the board of
directors or the chief executive officer.

         SECTION 10. Treasurer. The treasurer shall have responsibility for the
safekeeping and custody of all the funds and securities of the company; shall
establish and execute programs for the provision of the capital required by the
company, including negotiating the procurement of capital and 

<PAGE>   14

maintaining the required financial arrangements; shall establish and maintain
adequate sources for the company's short-term borrowings; shall establish and
maintain liaison with investment bankers and financial analysts; shall establish
and maintain banking arrangements; and shall have such other powers and duties
as may be prescribed by the board of directors or the chief executive officer.

         SECTION 11. Powers and Duties of Assistant Secretaries. Each assistant
secretary shall have the usual powers and duties pertaining to his office,
together with such other powers and duties as may be assigned to him by the
secretary, and may exercise the powers of the secretary during that officer's
absence or inability to act. Any action taken by an assistant secretary in the
performance of the duties of the secretary shall be conclusive evidence of the
absence or inability to act of the secretary at the time such action was taken.

         SECTION 12. Powers and Duties of Assistant Treasurers. Each assistant
treasurer shall have the usual powers and duties pertaining to his office,
together with such other powers and duties as may be assigned to him by the
treasurer, and may exercise the powers of the treasurer during that officer's
absence or inability to act. Any action taken by an assistant treasurer in the
performance of the duties of the treasurer shall be conclusive evidence of the
absence or inability to act of the treasurer at the time such action was taken.


                                   ARTICLE VI.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         SECTION 1. Actions. The company shall indemnify any person who was or
is a named defendant or respondent or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative (including any action by
or in the right of the company), or any appeal of such action, suit or
proceeding and any inquiry or investigation that could lead to such an action,
suit or proceeding, by reason of the fact that he is or was a director, officer
or employee of the company, or is or was serving at the request of the company
as a director, officer, partner, venturer, proprietor, trustee, employee, or
similar functionary of another foreign or domestic corporation or non-profit
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise (any such person acting in any such capacity
being hereinafter referred to as "potential indemnitee"), against judgments,
penalties (including excise and similar taxes), fines, amounts paid in
settlement, and reasonable expenses (including court costs and attorneys' fees)
actually incurred by him in connection with such action, suit or proceeding, if
he acted in good faith and in a manner he reasonably believed, (i) in the case
of conduct in his official capacity as a director of the company, to be in the
best interests of the company and (ii) in all other cases, to be not opposed to
the best interests of the company; and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was unlawful;
provided, however, that in connection with any action, suit or proceeding in
which the person shall have been adjudged to be liable to the company or liable
on the basis that personal benefit was improperly received by him, whether or
not the benefit resulted from an action taken in the person's official capacity
as a director or officer, (i) indemnification shall be limited to reasonable
expenses (including court costs or attorneys' fees) actually incurred in
connection with such proceeding, and (ii) indemnification shall be prohibited,
if the person is found liable for willful or intentional misconduct in the
performance of his duty to the company. The termination of any action, suit or
proceeding by judgment, order, settlement, or conviction, or on a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in the best interests of the company; and, 


<PAGE>   15


with respect to any criminal action or proceeding, shall not create a
presumption that the person had reasonable cause to believe that his conduct was
unlawful.

         SECTION 2. Success on Merits or 0therwise. Where a potential indemnitee
has been wholly successful, on the merits or otherwise, in defense of any such
action, suit or proceeding, he shall be indemnified against reasonable expenses
(including court costs and attorneys' fees) actually incurred by him in
connection therewith.

         SECTION 3. Determination that Indemnification is Proper. Any
indemnification under Section 1 of this article (unless otherwise ordered by a
court of competent jurisdiction) shall be made by the company only as authorized
in a specific case upon a determination that the applicable standard of conduct
has been met. Such determination shall be made (i) by the board of directors by
a majority vote of a quorum consisting of directors who at the time of the vote
have not been named as defendants or respondents in such action, suit or
proceeding, or (ii) if such a quorum cannot be obtained, by a majority vote of a
committee of the board of directors, designated to act in the matter by a
majority vote of all directors, consisting solely of two or more directors who
at the time of the vote are not named defendants or respondents in such action,
suit or proceeding, or (iii) by special legal counsel selected by the board of
directors (or a committee thereof) by vote in the manner set forth in
subparagraphs (i) and (ii) of this Section 3, or if such a quorum cannot be
obtained and such a committee cannot be established, by a majority vote of all
directors, or (iv) by the shareholders in a vote that excludes the shares held
by any director who is named as a defendant or respondent in such action, suit
or proceeding.

         SECTION 4. Expenses Prior to Final Disposition. Reasonable expenses
incurred by a director, officer, or employee of the company or other person
entitled to indemnity hereunder, who was, is or is threatened to be made a named
defendant or respondent in any such action, suit or proceeding described in
Section 1 shall be paid by the company in advance of the final disposition
thereof upon receipt of a written affirmation by the director, officer, employee
or other person of his good faith belief that he has met the standard of conduct
necessary for indemnification under this article and a written undertaking by or
on behalf of the director, officer, employee or other person to repay such
amount if it is ultimately determined that the person has not met such necessary
standard of conduct or that indemnification is prohibited by Section 1 of this
article. Determinations with respect to payments under this Section 4 shall be
made in the manner specified by Section 3 for determining that indemnification
is permissible, except as otherwise provided by law.

         SECTION 5. Nonexclusive Rights-Continuance Beyond Tenure. The
indemnification provided by this article shall not be deemed (i) to be exclusive
of any other rights consistent with law to which the person indemnified may be
entitled under the articles of incorporation of the company, bylaws, any general
or specific action of the board of directors, agreement, authorization of
shareholders, or otherwise, or as may be permitted or required by law, both as
to action in his official capacity as a director and as to action in another
capacity while holding such office, or (ii) to be a limitation upon the power of
the company to indemnify and to advance expenses, consistent with law. The
indemnification provided by this article shall continue as to a person who has
ceased to be a director, officer, or employee of the company or other person
entitled to indemnity hereunder or to serve in such other capacity in which he
was entitled to indemnification hereunder, and shall inure to the benefit of his
heirs and legal representatives.

         SECTION 6. Insurance Authorized. Subject to any restrictions now or
hereafter established by applicable law, the company shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, or employee of the company or who is or was serving at the



<PAGE>   16

request of the company as a director, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of another foreign or domestic
corporation or non-profit corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, against any
liability asserted against him and incurred by him in such a capacity or arising
out of his status as such a person, whether or not the company would have the
power to indemnify him against that liability under the provisions of this
article or the Texas Business Corporation Act.

         SECTION 7. Definitions. For purposes of this article, references to
"the company" include any domestic or foreign predecessor entity of the company
in a merger, consolidation, or other transaction in which the liabilities of the
predecessor are transferred to the company by operation of law and in any other
transaction in which the company assumes the liabilities of the predecessor but
does not specifically exclude liabilities that are the subject matter of this
article. For purposes of this article, references to "serving at the request of
the company" shall include any service as a director, officer or employee of the
company which imposes duties on, or involves services by, such director, officer
or employee with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the company" as referred to in this article.

         SECTION 8. Expenses as Witness. Notwithstanding any other provision of
this article, the company may pay or reimburse expenses incurred by any
director, officer, or employee of the company or any other potential indemnitee
hereunder in connection with his appearance as a witness or other participation
in any action, suit or a proceeding described in Section 1 at a time when he is
not a named defendant or respondent in such action, suit or proceeding.

         SECTION 9. Notice to Shareholders. Any indemnification of or advance of
expenses to a director in accordance with this article shall be reported in
writing to the shareholders of the company with or before the notice or waiver
of notice of the next shareholders' meeting or with or before the next
submission to shareholders of a consent to action without a meeting and, in any
case, within the twelve-month period immediately following the date of the
indemnification or advance.


                                  ARTICLE VII.

                            MISCELLANEOUS PROVISIONS

         SECTION 1. Registered Office. Unless the board of directors otherwise
determines, the registered office of the company, required by the Texas Business
Corporation Act to be maintained in the State of Texas, shall be the principal
place of business of the company, but such registered office may be changed from
time to time by the board of directors in the manner provided by law and need
not be identical to the principal place of business of the company.

         SECTION 2. Books and Records. Correct and complete books and records of
account of the company and the minutes of the proceedings of its shareholders,
board of directors, and each committee of its board of directors shall be kept
at the registered office of the company. Records of the original issuance of
shares issued by the company and of each transfer of those shares that have been
presented for registration of transfer shall be kept at the registered office of
the company or at the office of its principal transfer agent or registrar. A
record of the past and present shareholders of the company, giving the names and
addresses of all such shareholders and the number of shares of each class and
series of stock held by each, shall also be kept at the registered office of the
company 


<PAGE>   17

or at the office of its principal transfer agent or registrar. Any books,
records, and minutes may be in written form or in any other form capable of
being converted into written form within a reasonable time. Any person who shall
have been a holder of record of shares for at least six (6) months immediately
preceding his demand, or who shall be the holder of record of at least five
percent (5%) of all the outstanding shares of the company, upon written demand
stating the purpose thereof, or any director of the company shall have the right
to examine, in person or by agent, accountant, or attorney, at any reasonable
time or times, for any proper purpose, its relevant books and records of
account, minutes, and share transfer records, and to make extracts therefrom.

         SECTION 3. Action Without Meeting and Telephone Meetings. Any action
permitted, or required by law, these bylaws, or the articles of incorporation of
the company, to be taken at a meeting of the board of directors or of any
committee thereof may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the members of the board of
directors or of such committee, as the case may be. Such consent shall have the
same force and effect as a unanimous vote at a meeting.

         Subject to the notice requirements of these bylaws, members of the
board of directors or of any committee created by the board of directors may
participate in and hold a meeting of such board or committee by means of
conference telephone or similar communications equipment, including
teleconferencing via a satellite communications system, provided all persons
participating in the meeting can hear each other.

         SECTION 4. Fiscal Year. The fiscal year of the company shall be the 
calendar year.

         SECTION 5. Seal. The seal of the company shall be such as from time to 
time may be approved by the board of directors.

         SECTION 6. Notice and Waiver of Notice. Whenever any notice is required
to be given under the provisions of these bylaws, said notice shall be deemed to
be sufficient if given by depositing the same in a post office box in a sealed
postpaid wrapper addressed to the person entitled thereto at his post office
address, as it appears on the records of the company, and such notice shall be
deemed to have been given on the day of such mailing. A waiver of notice, signed
by the person or persons entitled to said notice, whether before or after the
date and time stated therein, shall be deemed equivalent thereto.

         SECTION 7. Resignations. Any director or officer may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, or if no time be specified, at the time of its receipt
by the chairman of the board, the president, or the secretary. The acceptance of
a resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation.

         SECTION 8. Securities of Other Corporations. The board of directors
shall by resolution designate the officers of the company who shall have power
and authority to transfer, endorse for transfer, vote, or consent to or take any
other action with respect to any securities of another issuer which may be held
or owned by the company and to make, execute, and deliver any waiver, proxy, or
consent with respect to any such securities.

         SECTION 9. Investments and Loans. Investments and loans of the company
shall be made pursuant and subject to the provisions of the law.



<PAGE>   18

         SECTION 10. Execution of Contracts and Other Instruments. All
contractual or obligatory undertakings, including but not limited to deeds,
conveyances, transfers, and releases, shall be signed by, (a) the chairman of
the board, a vice chairman of the board, the president, or a vice president, or
(b) any attorney-in-fact or agent of the company who has been, or at any time in
the future may be, appointed by the chairman of the board, a vice chairman of
the board, the president, or a vice president, and by the company secretary or
an assistant secretary. When necessary, such instruments may have the corporate
seal affixed and may be attested by the secretary or an assistant secretary.
Checks may be signed by the chairman of the board, a vice chairman of the board,
the president, a vice president, the secretary, the treasurer, or any other
person who may be authorized by the board of directors or the chief executive
officer.

         SECTION 11. Rules and Regulations. Rules and regulations for the
conduct of the company's business not in conflict with these bylaws may be
adopted by the executive committee by resolution duly recorded in the minutes of
the committee; provided, however, that such action may be modified or abrogated
by the board of directors.


                                  ARTICLE VIII.

                                   AMENDMENTS

         Unless otherwise provided in the Articles of Incorporation, the power
to alter, amend, or repeal these bylaws or adopt new bylaws shall be vested in
the full board of directors subject, however, to repeal or change by action of
the affirmative vote of the holders of at least seventy-five percent (75%) of
the then outstanding shares of all classes of stock of the company entitled to
vote generally in election of directors, voting together as a single class.



<PAGE>   19

                                  CERTIFICATION

         I HEREBY CERTIFY that the foregoing is a true and full copy of the
bylaws of AMERICAN GENERAL CORPORATION as the same are now in effect.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of AMERICAN GENERAL CORPORATION this ______day of
__________________, 19__.



                                               --------------------------------
                                               Secretary