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                                                                   EXHIBIT 99(a)
 
 
LOGO
 
                       INDEPENDENT INSURANCE GROUP, INC.
                             ONE INDEPENDENT DRIVE
                          JACKSONVILLE, FLORIDA 32276
 
 PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 29, 1996
 
  The undersigned shareholder of Independent Insurance Group, Inc.
("Independent") hereby appoints Wilford C. Lyon, Jr., Jacob F. Bryan, IV, Boyd
E. Lyon, Sr., Kendall G. Bryan, Carter B. Bryan, Michael C. Lyon and William A.
Howard and each of them, the lawful attorneys and proxies of the undersigned,
each with several powers of substitution, to vote all the shares of common
stock of Independent held of record by the undersigned on January 8, 1996 at
the Special Meeting of Shareholders, and at any and all adjournments or
postponement thereof (the "Special Meeting"), to be held at the principal
executive offices of Independent, One Independent Drive, Jacksonville, Florida
32276 on February 29, 1996 at 10:00 AM, local time, with all the powers the
undersigned would possess if personally present, upon all matters set forth in
the Proxy Statement/Prospectus, dated January 30, 1996, and all supplements and
amendments thereto.
 
  1. Approval and adoption of an Agreement and Plan of Merger, dated as of
October 19, 1995 and as amended as of January 25, 1996 ("Merger Agreement"), by
and among Independent, American General Corporation ("American General") and
AGC Life Insurance Company ("AGC Life") whereby Independent would be merged
with and into AGC Life Insurance Company (the "Merger"), which would continue
in existence as a wholly-owned subsidiary of American General and each share of
Independent voting and non-voting common stock outstanding prior to the
effective time of the Merger (other than dissenting shares and certain shares
of Independent Common Stock held in a separate account of a subsidiary of
American General) would, subject to certain allocation procedures described in
the Merger Agreement, be converted into, exchanged for and represent the right
to receive any of the following: (i) a fraction (the "Exchange Ratio") of a
share of American General's common stock (together with the attached American
General Series A Junior Participating Preferred Stock Purchase Rights), par
value $.50 per share, calculated by dividing (x) $27.50 by (y) the average of
the closing share prices of American General's common stock as reported on the
New York Stock Exchange (the "NYSE") Composite Tape during the ten consecutive
NYSE trading days ending on (and including) the fifth NYSE trading day prior to
the effective time of the Merger; (ii) a fraction of a share of 7% convertible
preferred stock, par value $1.50 per share ("American General Convertible
Preferred Stock"), of American General, equal to the Exchange Ratio; or (iii)
cash in the amount of $27.50, without any interest thereon.
 
                  [_] FOR       [_]  AGAINST       [_] ABSTAIN
 
(CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE AND RETURNED PROMPTLY
                           IN THE ENCLOSED ENVELOPE)
 
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  Shares represented by all properly executed proxies will be voted in
accordance with instructions appearing on the proxy and at the discretion of
the proxy holders as to any other matter that may properly come before the
Special Meeting of Shareholders. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS,
PROXIES WILL BE VOTED FOR ITEM 1 AND AT THE DISCRETION OF THE PROXY HOLDERS AS
TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OF
SHAREHOLDERS.
 
  Please mark, sign, date and return this proxy in the enclosed envelope as
soon as possible, even though you plan to attend the Special Meeting.
 
   THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF INDEPENDENT INSURANCE
                                  GROUP, INC.
 
                                    DATED:_________________________, 1996

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                                                Signature(s)
 
                                    Please sign as name(s) appear on
                                    this proxy, and date this proxy. If
                                    a joint account, each joint owner
                                    must sign. If signing for a
                                    corporation or partnership or as
                                    agent, attorney or fiduciary,
                                    indicate the capacity in which you
                                    are signing.

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