<PAGE>
 
                                                                    EXHIBIT 4(g)

================================================================================

                          AMERICAN GENERAL CORPORATION


                                       TO



                                 CHEMICAL BANK

                                    TRUSTEE



                      ____________________________________

                                   Indenture
                      ____________________________________



                            DATED AS OF MAY 15, 1995



                     (JUNIOR SUBORDINATED DEBT SECURITIES)


================================================================================
<PAGE>
 
                               TABLE OF CONTENTS

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<S>                                                         <C>
RECITALS OF THE COMPANY...................................   1

                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
 
 

SECTION 101.  Definitions.................................   2
 Act......................................................   2
 Additional Amounts.......................................   2
 Additional Interest......................................   2
 Affiliate................................................   3
 American General Capital.................................   3
 American General Capital Stock...........................   3
 American General Common Stock............................   3
 American General Delaware................................   3
 American General LLC.....................................   3
 American General LLCs....................................   3
 American General Preferred Stock.........................   4
 Authenticating Agent.....................................   4
 Authorized Newspaper.....................................   4
 Board of Directors.......................................   4
 Board Resolution.........................................   4
 Business Day.............................................   4
 Capitalized Lease Obligation.............................   4
 Certificate of a Firm of Independent Public Accountants..   4
 Commission...............................................   4
 Company..................................................   5
 Company Request..........................................   5
 Company Order............................................   5
 Corporate Trust Office...................................   5
 corporation..............................................   5
 Defaulted Interest.......................................   5
 Depository...............................................   5
 Designated Senior Holder.................................   5
 Dollars..................................................   5
 Event of Default.........................................   6
 Government Obligations...................................   6
 Guarantee................................................   6
 Holder...................................................   6
 Indenture................................................   6
 Interest Payment Date....................................   6
 LLC Agreement............................................   6
 LLC Common Securities....................................   6
 
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                                       i
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<S>                                                         <C>
 Managing Member..........................................   7
 mandatory sinking fund payment...........................   7 
 Maturity.................................................   7
 Officers' Certificate....................................   7
 Opinion of Counsel.......................................   7
 optional sinking fund payment............................   7
 Outstanding..............................................   7
 Paying Agent.............................................   8
 Payment Blockage Period..................................   8
 Person...................................................   8
 Place of Payment.........................................   8
 Predecessor Security.....................................   9
 Preferred Securities.....................................   9
 Proceeding...............................................   9
 Redemption Date..........................................   9
 Redemption Price.........................................   9
 Regular Record Date......................................   9
 Responsible Officer......................................   9
 Security.................................................   9
 Securities...............................................   9
 Securities Payment.......................................   9
 Security Register........................................   9
 Security Registrar.......................................   9
 Senior Indebtedness......................................  10
 Senior Nonmonetary Default...............................  11
 Senior Payment Default...................................  11
 Special Event Exchange...................................  11
 Special Record Date......................................  11
 Special Trustee..........................................  11
 Stated Maturity..........................................  11
 Subsidiary...............................................  11
 Trust Indenture Act......................................  11
 Trustee..................................................  11
 United States............................................  12
 Written Action...........................................  12
SECTION 102.  Compliance Certificates and Opinions........  12
SECTION 103.  Form of Documents Delivered to Trustee......  13
SECTION 104.  Acts of Holders.............................  13
SECTION 105.  Notices, etc., to Trustee and Company.......  15
SECTION 106.  Notice to Holders of Securities; Waiver.....  16
SECTION 107.  Conflict with Trust Indenture Act...........  16
SECTION 108.  Effect of Headings and Table of Contents....  16
SECTION 109.  Successors and Assigns......................  16
SECTION 110.  Separability and Saving Clause..............  16
SECTION 111.  Benefits of Indenture.......................  17
SECTION 112.  Governing Law...............................  17
 
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                                      ii
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<S>                                                                      <C>
     SECTION 113.  Legal Holidays.......................................  17

                                  ARTICLE TWO

                                 SECURITY FORMS
 

     SECTION 201.  Forms of Securities..................................  17
     SECTION 202.  Form of Trustee's Certificate of Authentication......  18
     SECTION 203.  Securities in Global Form............................  18

                                 ARTICLE THREE

                                 THE SECURITIES
 
     SECTION 301.  Amount Unlimited; Issuable in Series.................  19
     SECTION 302.  Currency; Denominations..............................  22
     SECTION 303.  Execution, Authentication, Delivery and Dating.......  22
     SECTION 304.  Temporary Securities.................................  24
     SECTION 305.  Registration, Registration of Transfer and Exchange..  25
     SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.....  27
     SECTION 307.  Payment of Interest; Rights Preserved................  28
     SECTION 308.  Persons Deemed Owners................................  29
     SECTION 309.  Cancellation.........................................  30
     SECTION 310.  Computation of Interest..............................  30

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

     SECTION 401.  Satisfaction and Discharge of Indenture..............  30
     SECTION 402.  Application of Trust Money...........................  32

                                  ARTICLE FIVE

                                    REMEDIES
 
     SECTION 501.  Events of Default....................................  33
     SECTION 502.  Acceleration of Maturity; Rescission and Annulment...  35
     SECTION 503.  Collection of Indebtedness and Suits for Enforcement
                    by Trustee..........................................  36
     SECTION 504.  Trustee May File Proofs of Claim.....................  37
     SECTION 505.  Trustee May Enforce Claims without Possession of
                    Securities..........................................  38
     SECTION 506.  Application of Money Collected.......................  38
     SECTION 507.  Limitation on Suits..................................  38
 
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                                      iii
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     SECTION 508.  Unconditional Right of Holders to Receive Principal,
                    any Premium and Interest............................  39
     SECTION 509.  Restoration of Rights and Remedies...................  39
     SECTION 510.  Rights and Remedies Cumulative.......................  40
     SECTION 511.  Delay or Omission Not Waiver.........................  40
     SECTION 512.  Control by Holders of Securities.....................  40
     SECTION 513.  Waiver of Past Defaults..............................  40
     SECTION 514.  Undertaking for Costs................................  41
     SECTION 515.  Waiver of Stay or Extension Laws.....................  41
     SECTION 516.  Special Trustee......................................  42

                                  ARTICLE SIX

                                  THE TRUSTEE

     SECTION 601.  Certain Duties and Responsibilities..................  42
     SECTION 602.  Notice of Defaults...................................  44
     SECTION 603.  Certain Rights of Trustee............................  44
     SECTION 604.  Not Responsible for Recitals, Issuance of Securities
                    or for Preferred Securities.........................  45
     SECTION 605.  May Hold Securities..................................  46
     SECTION 606.  Money Held in Trust..................................  46
     SECTION 607.  Compensation and Reimbursement.......................  46
     SECTION 608.  Disqualifications; Conflicting Interests.............  47
     SECTION 609.  Corporate Trustee Required; Eligibility..............  47
     SECTION 610.  Resignation and Removal; Appointment of Successor....  47
     SECTION 611.  Acceptance of Appointment by Successor...............  49
     SECTION 612.  Merger, Conversion, Consolidation or Succession to
                    Business............................................  50
     SECTION 613.  Appointment of Authenticating Agent..................  50

                                 ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
 
     SECTION 701.  Company to Furnish Trustee Names and Addresses of
                    Holders of Securities...............................  52
     SECTION 702.  Preservation of Information; Communications to
                    Holders.............................................  53
     SECTION 703.  Reports by Trustee...................................  53
     SECTION 704.  Reports by Company...................................  53
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                                      iv
<PAGE>
 
                                 ARTICLE EIGHT

                      CONSOLIDATION, MERGER, OR CONVEYANCE
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     SECTION 801.  Consolidations and Mergers of Company and Conveyances
                    Permitted Subject to Certain Conditions..............  54
     SECTION 802.  Rights and Duties of Successor Corporation............  55
     SECTION 803.  Officers' Certificate and Opinion of Counsel..........  55

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES
 
     SECTION 901.  Supplemental Indentures without Consent of Holders....  55
     SECTION 902.  Supplemental Indentures with Consent of Holders.......  59
     SECTION 903.  General Provisions Regarding Supplemental Indentures..  60
     SECTION 904.  Execution of Supplemental Indentures..................  60
     SECTION 905.  Effect of Supplemental Indentures.....................  61
     SECTION 906.  Conformity with Trust Indenture Act...................  61
     SECTION 907.  Reference in Securities to Supplemental Indentures....  61

                                  ARTICLE TEN

                                   COVENANTS

     SECTION 1001.  Payment of Principal, any Premium and Interest.......  61
     SECTION 1002.  Maintenance of Office or Agency......................  61
     SECTION 1003.  Money for Securities Payments to be Held in
                     Trust...............................................  62
     SECTION 1004.  Additional Amounts...................................  64
     SECTION 1005.  Corporate Existence..................................  64
     SECTION 1006.  Limitations on Dividends and Certain Other
                     Payments............................................  64
     SECTION 1007.  Certain Covenants Regarding the American General
                     LLCs................................................  65
     SECTION 1008.  Statement as to Compliance; Certain Notices..........  67
     SECTION 1009.  Waiver of Certain Covenants..........................  67
     SECTION 1010.  Defeasance of Certain Obligations....................  67

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES
     SECTION 1101.  Applicability of Article.............................  69
     SECTION 1102.  Election to Redeem; Notice to Trustee................  69
     SECTION 1103.  Selection by Trustee of Securities to be Redeemed....  70
     SECTION 1104.  Notice of Redemption.................................  70
     SECTION 1105.  Deposit of Redemption Price..........................  71
 
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     SECTION 1106.  Securities Payable on Redemption Date...............  72
     SECTION 1107.  Securities Redeemed in Part.........................  72
     SECTION 1108.  Permitted Variations................................  72

                                 ARTICLE TWELVE

                                 SINKING FUNDS
 
 
     SECTION 1201.  Applicability of Article............................  73
     SECTION 1202.  Satisfaction of Sinking Fund Payments with
                     Securities.........................................  73
     SECTION 1203.  Redemption of Securities for Sinking Fund...........  73

                                ARTICLE THIRTEEN

                                 SUBORDINATION
 
     SECTION 1301.  Securities Subordinate to Senior Indebtedness.......  74
     SECTION 1302.  Payment of Proceeds Upon Dissolution, Etc...........  74
     SECTION 1303.  No Payment When Senior Indebtedness in Default......  75
     SECTION 1304.  Payment Permitted If No Default.....................  77
     SECTION 1305.  Subrogation To Rights of Holders of Senior
                     Indebtedness.......................................  77
     SECTION 1306.  Provisions Solely To Define Relative Rights.........  77
     SECTION 1307.  Trustee To Effectuate Subordination.................  78
     SECTION 1308.  No Waiver of Subordination Provisions...............  78
     SECTION 1309.  Trust Moneys Not Subordinated.......................  78
     SECTION 1310.  Notice To Trustee...................................  79
     SECTION 1311.  Reliance On Judicial Order or Certificate of
                     Liquidating Agent..................................  80
     SECTION 1312.  Trustee Not Fiduciary For Holders of Senior
                     Indebtedness.......................................  80
     SECTION 1313.  Rights of Trustee As Holder of Senior Indebtedness;
                     Preservation Of Trustee's Rights...................  80
     SECTION 1314.  Article Applicable To Paying Agents.................  80
     SECTION 1315.  Reliance by Holders of Senior Indebtedness on
                     Subordination Provisions...........................  81

                                ARTICLE FOURTEEN

                       MEETINGS OF HOLDERS OF SECURITIES
 
 
     SECTION 1401.  Applicability of Article............................  81
     SECTION 1402.  Call, Notice and Place of Meetings..................  81
     SECTION 1403.  Persons Entitled to Vote at Meetings................  82
 
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     SECTION 1404.  Quorum; Action......................................  82
 
     SECTION 1405.  Determination of Voting Rights; Conduct and
                     Adjournment of Meetings............................  83
     SECTION 1406.  Counting Votes and Recording Action of Meetings.....  83

                                ARTICLE FIFTEEN

                            MISCELLANEOUS PROVISIONS

     SECTION 1501.  No Recourse Against Others..........................  84
     SECTION 1502.  Set-off.............................................  84
     SECTION 1503.  Assignment; Binding Effect..........................  84

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                                      vii
<PAGE>
 
     INDENTURE, dated as of May 15, 1995, between AMERICAN GENERAL CORPORATION,
a Texas corporation (hereinafter called the "Company"), having its principal
office at 2929 Allen Parkway, Houston, Texas 77019, and CHEMICAL BANK, a New
York corporation having its principal corporate trust office at 450 West 33rd
St., New York, New York 10001, as Trustee (hereinafter called the "Trustee").


                            RECITALS OF THE COMPANY

     The Company deems it necessary to issue from time to time for its lawful
purposes debt securities (hereinafter called the "Securities") evidencing its
unsecured and subordinated indebtedness and has duly authorized the execution
and delivery of this Indenture to provide for the issuance of the Securities,
unlimited as to principal amount, to bear such rates of interest, if any, to
mature at such time or times, to be issued in one or more series and to have
such other provisions as shall be fixed as hereinafter provided.

     It is contemplated that the Securities will be issued to evidence the
Company's indebtedness resulting from loans to be made to the Company from the
proceeds of the issuance by American General Capital, L.L.C., a Delaware limited
liability company, and American General Delaware, L.L.C., a Delaware limited
liability company, or either of them, of preferred limited liability company
interests, in one or more series, and from related capital contributions.

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

     This Indenture is subject to the provisions of the Trust Indenture Act (as
hereinafter defined) and the rules and regulations of the Commission (as
hereinafter defined) promulgated thereunder that are required to be part of this
Indenture and, to  the extent applicable, shall be governed by such provisions.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH

     For and in consideration of the premises and the purchase of the Securities
by the Holders (as hereinafter defined) thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Securities
or of any series thereof, as follows:


                                       1
<PAGE>
 
                                 ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 101.  DEFINITIONS.

          For all purposes of this Indenture, except as otherwise expressly
provided in or pursuant to this Indenture or unless the context otherwise
requires:

          (a) the terms defined in this Article have the meanings assigned to
     them in this Article, and include the plural as well as the singular;

          (b) all other terms used herein that are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

          (c) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles in the United States and, except as otherwise herein expressly
     provided, the term "generally accepted accounting principles" with respect
     to any computation required or permitted hereunder shall mean such
     accounting principles as are generally accepted in the United States at the
     date of such computation;

          (d) the words "herein," "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision;

          (e) a series of Preferred Securities related to a particular series of
     Securities means the series of Preferred Securities the proceeds of the
     sale of which were loaned to the Company in exchange for such series of
     Securities, and the Guarantee related to such series of Preferred
     Securities means the Guarantee pursuant to which the Company has
     guaranteed, to the extent stated therein, the payment of dividends and
     certain other amounts with respect to such series of Preferred Securities;
     and

          (f) the term "day," unless designated as a "Business Day," means a
     calendar day.

          "Act," when used with respect to any Holder, has the meaning specified
     in Section 104.

          "Additional Amounts" means any additional amounts payable by the
     Company which are designated as an "Additional Amount" in the Securities of
     a particular series or by or pursuant to a supplemental indenture, Board
     Resolution or other instrument authorizing such series of Securities.

                                       2
<PAGE>
 
          "Additional Interest" means (i) interest that shall accrue on any
     interest on the Securities of any particular series that is not paid when
     due because of an extension of an interest payment period, which shall
     accrue at the rate of interest specified in the Securities of such series,
     the supplemental indenture, the Board Resolution or the other instrument
     authorized by a Board Resolution authorizing such series of Securities and,
     unless otherwise specified in such supplemental indenture, Board Resolution
     or other instrument, shall compound monthly, and (ii) the Additional
     Amounts, if any, payable with respect to the Securities of any particular
     series.

          "Affiliate" of any specified Person means any other Person directly or
     indirectly controlling or controlled by or under direct or indirect common
     control with such specified Person.  For the purposes of this definition,
     "control," when used with respect to any specified Person, means the power
     to direct the management and policies of such Person, directly or
     indirectly, whether through the ownership of voting securities, by contract
     or otherwise; and the terms "controlling" and "controlled" have meanings
     correlative to the foregoing.

          "American General Capital" means American General Capital, L.L.C., a
     Delaware limited liability company, and its successors.

          "American General Capital Stock" means American General Common Stock,
     American General Preferred Stock, any shares of capital stock resulting
     from any reclassification or reclassifications of either of such classes,
     and any other class of stock of the Company.

          "American General Common Stock" means the Common Stock, par value $.50
     per share, of the Company or any other class of stock resulting from
     changes or reclassifications of such Common Stock consisting solely of
     changes in par value, or from par value to no par value, or from no par
     value to par value.  Subject to the anti-dilution provisions of any
     convertible Security, however, shares of American General Common Stock
     issuable on conversion of a Security shall include only shares of the class
     designated as Common Stock of the Company at the date of the supplemental
     indenture, Board Resolution or other instrument authorizing such Security
     or shares of any class or classes resulting from any reclassification or
     reclassifications thereof and which have no preference in respect of the
     payment of dividends or the distribution of assets upon any voluntary or
     involuntary liquidation, dissolution or winding-up of the Company and which
     are not subject to redemption by the Company, provided that if at any time
     there shall be more than one such resulting class, the shares of each such
     class then so issuable shall be substantially in the proportion which the
     total number of shares of such class resulting from all such
     reclassifications bears to the total number of shares of such classes
     resulting from all such reclassifications.

          "American General Delaware" means American General Delaware, L.L.C., a
     Delaware limited liability company, and its successors.

                                       3
<PAGE>
 
          "American General LLC" or "American General LLCs" means each of
     American General Capital, American General Delaware, or, as appropriate,
     American General Capital and American General Delaware, collectively.

          "American General Preferred Stock" means the Preferred Stock, par
     value $1.50 per share, of the Company.

          "Authenticating Agent" means any Person authorized by the Trustee
     pursuant to Section 613 to act on behalf of the Trustee to authenticate
     Securities of one or more series.

          "Authorized Newspaper" means a newspaper, in an official language of
     the country of publication or in the English language, customarily
     published on each Business Day, whether or not published on Saturdays,
     Sundays or holidays, and of general circulation in the place in connection
     with which the term is used or in the financial community of such place.
     Where successive publications are required to be made in Authorized
     Newspapers, the successive publications may be made in the same or in
     different Authorized Newspapers in the same city meeting the foregoing
     requirements and in each case on any Business Day.

          "Board of Directors" means either the board of directors of the
     Company or any duly authorized committee of that board.

          "Board Resolution" means a copy of one or more resolutions certified
     by the Secretary or an Assistant Secretary of the Company to have been duly
     adopted by the Board of Directors and to be in full force and effect on the
     date of such certification, delivered to the Trustee.

          "Business Day" means, except as may otherwise be provided in the
     Securities of any particular series, any day other than a Saturday, Sunday
     or other day on which banking institutions in The City of New York are
     authorized or obligated by law or executive order to close.

          "Capitalized Lease Obligation" of any Person means the obligation to
     pay rent or other payment amounts under a lease of (or other indebtedness
     arrangements conveying the right to use) real or personal property of such
     Person which is required to be classified and accounted for as a capital
     lease or a liability on the face of a balance sheet of such Person in
     accordance with generally accepted accounting principles.

          "Certificate of a Firm of Independent Public Accountants" means a
     certificate signed by an independent public accountant or a firm of
     independent public accountants who may be the independent public
     accountants regularly retained by the Company or who may be other
     independent public accountants.  Such accountant

                                       4
<PAGE>
 
     or firm shall be entitled to rely upon an Opinion of Counsel as to the
     interpretation of any legal matters relating to such certificate.

          "Commission" means the Securities and Exchange Commission, as from
     time to time constituted, created under the Securities Exchange Act of
     1934, as amended, or, if at any time after the execution of this instrument
     such Commission is not existing and performing the duties now assigned to
     it under the Trust Indenture Act, then the body performing such duties at
     such time.

          "Company" means the Person named as the "Company" in the first
     paragraph of this Indenture until a successor corporation shall have become
     such pursuant to the applicable provisions of this Indenture, and
     thereafter "Company" shall mean such successor corporation.

          "Company Request" and "Company Order" mean, respectively, a written
     request or order signed in the name of the Company by the Chairman, Vice
     Chairman, the President or a Vice President (any reference to a Vice
     President of the Company herein shall be deemed to include any Vice
     President of the Company whether or not designated by a number or a word or
     words added before or after the title "Vice President"), and by the
     Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
     of the Company, delivered to the Trustee.

          "Corporate Trust Office" means the office of the Trustee in The City
     of New York at which, at any particular time, its corporate trust business
     shall be principally administered, which office on the date of execution of
     this Indenture is located at 450 West 33rd Street, New York, New York
     10001.

          "corporation" includes corporations, associations, companies and
     business trusts.

          "Defaulted Interest" has the meaning specified in Section 307.

          "Depository" means, with respect to any Security issuable or issued in
     the form of one or more global Securities, the Person designated as
     Depository by the Company in or pursuant to this Indenture, which Person
     must be, to the extent required by applicable law or regulation, a clearing
     agency registered under the Securities Exchange Act of 1934, as amended,
     and, if so provided with respect to any Security, any successor to such
     Person.  If at any time there is more than one such Person, "Depository"
     shall mean, with respect to any Securities, the qualifying entity which has
     been appointed with respect to such Securities.

          "Designated Senior Holder" means, with respect to any Senior
     Indebtedness, the Person designated as such in accordance with the terms of
     the instrument evidencing such Senior Indebtedness or, if no Person is so
     designated, any trustee, agent, fiduciary, representative, group or Person
     authorized to act on behalf of the holders of such Senior Indebtedness.

                                       5
<PAGE>
 
     "Dollars" or "$" or any similar reference shall mean the coin or currency
     of the United States of America as at the time shall be legal tender for
     the payment of public and private debts, except as may otherwise be
     provided in the form of Securities of any particular series pursuant to the
     provisions of this Indenture.

          "Event of Default" has the meaning specified in Section 501.

          "Government Obligations", means securities that are (i) direct
     obligations of the United States of America for the payment of which its
     full faith and credit is pledged or (ii) obligations of a Person controlled
     or supervised by and acting as an agency or instrumentality of the United
     States of America, the payment of which is unconditionally guaranteed as a
     full faith and credit obligation by the United States of America, which, in
     either case, are not callable or redeemable at the option of the issuer
     thereof, and shall also include a depository receipt issued by a bank or
     trust company as custodian with respect to any such Government Obligation
     or a specific payment of interest on or principal of or other amount with
     respect to any such Government Obligation held by such custodian for the
     account of the holder of a depository receipt, provided that (except as
     required by law) such custodian is not authorized to make any deduction
     from the amount payable to the holder of such depository receipt from any
     amount received by the custodian in respect of such Government Obligation
     or the specific payment of interest on or principal of or other amount with
     respect to such Government Obligation evidenced by such depository receipt.

          "Guarantee" means the Guarantee Agreement, to be dated as of May 24,
     1995, executed and delivered by the Company for the benefit of the holders
     from time to time of the Preferred Securities of American General Delaware,
     or the Guarantee Agreement, to be dated as of May 24, 1995, executed and
     delivered by the Company for the benefit of the holders from time to time
     of the Preferred Securities of American General Capital, or, where
     appropriate, each such Guarantee, in each case as the same may exist at the
     time.

          "Holder" means the Person in whose name a Security is registered in
     the Security Register.

          "Indenture" means this instrument as originally executed or as it may
     from time to time be supplemented or amended by one or more indentures
     supplemental hereto entered into pursuant to the applicable provisions
     hereof and shall include the terms of particular series of Securities
     established as contemplated by Section 301.

          "Interest Payment Date," when used with respect to any Security, means
     the Stated Maturity of an installment of interest on such Security.

          "LLC Agreement" means either the Limited Liability Company Agreement,
     to be dated as of May 24, 1995, of American General Capital, the Limited
     Liability

                                       6
<PAGE>
 
     Company Agreement, dated the same date, of American General Delaware, or,
     if the context so requires, each of such Limited Liability Company
     Agreements, in each case as the same may exist at the time.

          "LLC Common Securities" means common limited liability company
     interests in either American General Capital or American General Delaware,
     as the context requires.

          "Managing Member" means American General Delaware Management
     Corporation, a Delaware corporation, in its capacity as the manager of the
     American General LLCs, or its successor or successors in such capacity.

          "mandatory sinking fund payment" has the meaning specified in Section
     1201.

          "Maturity" when used with respect to any Security, means the date on
     which the principal of such Security or an installment of principal becomes
     due and payable as therein or herein provided, whether at the Stated
     Maturity or by declaration of acceleration, notice of redemption, notice of
     exercise by a Holder of an option to elect repayment or otherwise, and
     includes the Redemption Date and the date for repayment at the option of
     such Holder.

          "Officers' Certificate" means a certificate signed by the Chairman,
     the President or a Vice President, and by the Treasurer, an Assistant
     Treasurer, the Secretary or an Assistant Secretary, of the Company, which
     certificate complies with the requirements, if applicable, of Section
     314(e) of the Trust Indenture Act and is delivered to the Trustee.

          "Opinion of Counsel" means a written opinion of counsel who is (except
     as otherwise expressly provided in this Indenture) an employee of or
     counsel for the Company, or other counsel acceptable to the Trustee, which
     opinion complies with the requirements, if applicable, of Section 314(e) of
     the Trust Indenture Act.

          "optional sinking fund payment" has the meaning specified in Section
     1201.

          "Outstanding," when used with respect to any Securities, means, as of
     the date of determination, all such Securities theretofore authenticated
     and delivered under this Indenture, except:

               (a) any such Security theretofore canceled by the Trustee or
          delivered to the Trustee for cancellation;

               (b) any such Security, or portion thereof, for whose payment or
          redemption money or Government Obligations in the necessary amount has
          been theretofore deposited pursuant hereto with the Trustee or any
          Paying Agent (other than the Company) in trust or set aside and
          segregated in trust by the Company (if the Company shall act as its
          own Paying Agent) for the

                                       7
<PAGE>
 
          Holders of such Securities, provided that, if such Securities are to
          be redeemed, notice of such redemption has been duly given pursuant to
          this Indenture or provision therefor satisfactory to the Trustee has
          been made;

               (c) any such Security that has been paid pursuant to Section 306
          or in exchange for or in lieu of which other Securities have been
          authenticated and delivered pursuant to this Indenture, other than any
          such Security in respect of which there shall have been presented to
          the Trustee proof satisfactory to it that such Security is held by a
          bona fide purchaser in whose hands such Security is a valid obligation
          of the Company; and

               (d) any such Security, or portion thereof, converted into or
          exchanged for another security if the terms of such Security provide
          for such conversion or exchange;

     provided, however, that (i) in determining, during any period in which any
     Securities of a series are owned by any Person other than the Company or
     any other obligor upon the Securities of a series or any Affiliate of the
     Company or such other obligor,  whether the Holders of the requisite
     principal amount of Outstanding Securities of such series have given any
     request, demand, authorization, direction, notice, consent or waiver
     hereunder or whether a quorum is present at a meeting of Holders of
     Securities held for the purpose of voting on any such action, Securities of
     such series owned by the Company or any other obligor upon the Securities
     of such series or any Affiliate of the Company or such other obligor shall
     be disregarded and deemed not to be Outstanding, and (ii) in making any
     such determination under Section 512, 513, or 601(c)(3) hereof during any
     period in which the Company or any such other obligor or any Affiliate of
     the Company or such other obligor is the sole Holder of the Securities of
     such series, the Securities of such series so owned by the Company, such
     other obligor, or an Affiliate of the Company or such other obligor shall
     be disregarded and deemed not to be Outstanding, except that if a Special
     Trustee shall have been appointed pursuant to Section 516 during such
     period, then, as provided in such Section 516, the Securities with regard
     to which such Special Trustee shall have voting power shall, for purposes
     of this definition, be deemed to be owned by such Special Trustee.  In
     determining whether the Trustee shall be protected in relying upon any such
     request, demand, authorization, direction, notice, consent or waiver or
     upon any such determination as to the presence of a quorum, only Securities
     which the Trustee knows to be so owned by the Company, such other obligor
     or an Affiliate of the Company or such other obligor in the above
     circumstances shall be so disregarded.  Securities so owned which have been
     pledged in good faith may be regarded as Outstanding if the pledgee
     establishes to the satisfaction of the Trustee the pledgee's right so to
     act with respect to such Securities and that the pledgee is not the Company
     or any other obligor upon the Securities or any Affiliate of the Company or
     such other obligor.

          "Paying Agent" means the Company or any Person authorized by the
     Company to pay the principal of and any premium or interest on any
     Security.

                                       8
<PAGE>
 
          "Payment Blockage Period" has the meaning specified in Section 1303.

          "Person" means any individual, corporation, limited liability company,
     partnership, joint venture, joint-stock company, trust, unincorporated
     organization or government or any agency or political subdivision thereof.

          "Place of Payment," when used with respect to the Securities of any
     series, means the place or places where, subject to the provisions of
     Section 1002, the principal of, and any premium and interest on the
     Securities of that series are payable as specified as contemplated by
     Section 301.

          "Predecessor Security" of any particular Security means every previous
     Security evidencing all or a portion of the same debt as that evidenced by
     such particular Security; and, for the purposes of this definition, any
     Security authenticated and delivered under Section 306 in exchange for or
     in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed
     to evidence the same debt as the mutilated, destroyed, lost or stolen
     Security.

          "Preferred Securities" means any series of Preferred Securities, as
     that term is defined in the LLC Agreements, issued by American General
     Delaware or American General Capital.

          "Proceeding" has the meaning specified in Section 1302.

          "Redemption Date," when used with respect to any Security or portion
     thereof to be redeemed, means the date fixed for such redemption by or
     pursuant to this Indenture.

          "Redemption Price," when used with respect to any Security or portion
     thereof to be redeemed, means the price at which it is to be redeemed as
     determined by or pursuant to this Indenture.

          "Regular Record Date" for the interest payable on any Interest Payment
     Date on the Securities of any series means the date, if any, specified for
     that purpose as contemplated by Section 301, whether or not a Business Day.

          "Responsible Officer," when used with respect to the Trustee, means
     any officer of the Trustee assigned by it to administer corporate trust
     matters.

          "Security" or "Securities" means any Security or Securities, as the
     case may be, authenticated and delivered under this Indenture; provided,
     however, that, if at any time there is more than one Person acting as
     Trustee under this Indenture, "Securities," with respect to any such
     Person, shall mean Securities authenticated and delivered under this
     Indenture, exclusive, however, of Securities of any series as to which such
     Person is not Trustee.

                                       9
<PAGE>
 
          "Securities Payment" has the meaning specified in Section 1302.

          "Security Register" and "Security Registrar" have the respective
     meanings specified in Section 305.

          "Senior Indebtedness" means the principal of and any premium and
     interest on, and any other payment due pursuant to, any of the following,
     whether outstanding on the date of execution of this Indenture or
     thereafter incurred, created or assumed:

               (i) all obligations of the Company for money borrowed;

               (ii) all obligations of the Company evidenced by notes,
          debentures, bonds or other securities, including, without limitation,
          the 13 1/2% Restricted Subordinated Notes Due 2002 of the Company
          issued pursuant to an Indenture, dated as of January 3, 1994, between
          the Company and Texas Commerce Bank, National Association and any
          obligations incurred, created or assumed in connection with the
          acquisition of property, assets or businesses;

               (iii)  all Capitalized Lease Obligations of the Company;

               (iv) all reimbursement obligations of the Company with respect to
          letters of credit, bankers' acceptances or similar facilities issued
          for the account of the Company;

               (v) all obligations of the Company issued or assumed as the
          deferred purchase price of property or services (but excluding trade
          accounts payable or accrued liabilities arising in the ordinary course
          of business);

               (vi) all payment obligations of the Company under any interest
          rate, currency or commodity swap agreement, option agreement, hedge
          agreement, forward contract, or similar agreement designed to protect
          the Company or another Person against fluctuations in interest rates,
          exchange rates or commodity prices;

               (vii)  all obligations of the type referred to in clauses (i)
          through (vi) above of another Person and all dividends of another
          Person, the payment of which, in either case, the Company has assumed
          or guaranteed, or for which the Company is responsible or liable,
          directly or indirectly, jointly or severally, as obligor, guarantor or
          otherwise; and

               (viii)  all amendments, modifications, renewals, extensions,
          refinancings, replacements and refundings by the Company of any such
          indebtedness or obligations referred to in clauses (i) through (vii)
          above (and of any such amended, modified, renewed, extended,
          refinanced, replaced or refunded indebtedness or obligations);

                                      10
<PAGE>
 
     provided, however, that the following shall not constitute Senior
     Indebtedness: (a) any indebtedness, renewal, extension, refinancing,
     replacement, refunding, assumption, guarantee or other obligation which
     expressly provides, or in the instrument creating or evidencing the same or
     the assumption or guarantee of the same it is expressly provided, that such
     indebtedness, renewal, extension, refinancing, replacement, refunding,
     assumption, guarantee or other obligation is junior in right of payment to
     or is pari passu with the Securities, and (b) each Guarantee. Senior
     Indebtedness shall continue to be Senior Indebtedness and entitled to the
     benefits of the subordination provisions irrespective of any amendment,
     modification or waiver of any term of such Senior Indebtedness.

          "Senior Nonmonetary Default" has the meaning specified in Section
     1303.

          "Senior Payment Default" has the meaning specified in Section 1303.

          "Special Event Exchange," when used with respect to the Securities of
     any series, means an exchange of such Securities by the American General
     LLC that is the Holder thereof for all Preferred Securities of the related
     series then outstanding in the circumstance or upon the occurrence of the
     event or events specified in the terms of such Preferred Securities or the
     Written Action authorizing such Preferred Securities.

          "Special Record Date" for the payment of any Defaulted Interest on the
     Securities of any series means a date fixed by the Trustee pursuant to
     Section 307.

          "Special Trustee" means a special trustee appointed by the holders of
     a series of Preferred Securities authorized to enforce an American General
     LLC's rights under the Securities of the related series held by such
     American General LLC.

          "Stated Maturity," when used with respect to any Security or any
     installment of principal thereof or interest (including Additional
     Interest) thereon, means the fixed date on which the principal of such
     Security or such installment of principal or interest is due and payable,
     determined as contemplated by Section 301.

          "Subsidiary" means any corporation of which at the time of
     determination the Company and/or one or more Subsidiaries owns or controls,
     directly or indirectly, more than 50% of the total voting power of shares
     of stock or other equity interests having general voting power under
     ordinary circumstances (without regard to the occurrence of any
     contingency) and entitled to vote in the election of directors, managers or
     trustees of such corporation.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
     amended, and any reference herein to the Trust Indenture Act or a
     particular provision thereof shall mean such Trust Indenture Act or
     provision, as the case may be, as amended or replaced from time to time or
     as supplemented from time to time by rules or


                                      11
<PAGE>
 
     regulations adopted by the Commission under or in furtherance of the
     purposes of such Trust Indenture Act or provision, as the case may be.

          "Trustee" means the Person named as the "Trustee" in the first
     paragraph of this instrument until a successor Trustee shall have become
     such with respect to one or more series of Securities pursuant to the
     applicable provisions of this Indenture, and thereafter "Trustee" shall
     mean or include each Person who is then a Trustee hereunder, and if at any
     time there is more than one such Person, "Trustee" as used with respect to
     the Securities of any series shall mean the Trustee with respect to the
     Securities of that series.

          "United States," except as otherwise provided in or pursuant to this
     Indenture, means The United States of America (including the States thereof
     and the District of Columbia), its territories and possessions and other
     areas subject to its jurisdiction.

          "Written Action," when used with respect to the Preferred Securities
     of any series, means a written action of the Managing Member of the
     American General LLC issuing such Preferred Securities establishing the
     terms of such series of Preferred Securities pursuant to the terms of the
     applicable LLC Agreement.

     SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

     Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, provided that in the case
of any such application or request as to which the furnishing of such documents
or either of them is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include

          (a) a statement that each individual signing such certificate or
     opinion has read such condition or covenant and the definitions herein
     relating thereto;

          (b) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (c) a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such condition or covenant
     has been complied with; and


                                      12
<PAGE>
 
     (d) a statement as to whether, in the opinion of each such individual, such
     condition or covenant has been complied with.

     SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate of counsel or Opinion
of Counsel or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to matters upon which his certificate or opinion is
based are erroneous.  Any such certificate of counsel or Opinion of Counsel or
representations by counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture or any Security, they may, but need not, be
consolidated and form one instrument.

     SECTION 104.  ACTS OF HOLDERS.

          (a) Any request, demand, authorization, direction, notice, consent,
     waiver or other action provided by or pursuant to this Indenture to be
     given or taken by Holders may be embodied in and evidenced by one or more
     instruments of substantially similar tenor signed by such Holders in person
     or by an agent duly appointed in writing (including a Special Trustee).
     Any request, demand, authorization, direction, notice, consent, waiver or
     other action provided by or pursuant to this Indenture to be given or taken
     by Holders of Securities of a particular series may, alternatively, be
     embodied in and evidenced by the record of Holders of Securities of such
     series voting in favor thereof, either in person or by proxies duly
     appointed in writing, at any meeting of Holders of Securities of such
     series duly called and held (which, if applicable, shall be in accordance
     with the provisions of Article Fourteen), or a combination of such
     instruments and any such record.  Except as herein otherwise expressly
     provided, such action shall become effective when such instrument or
     instruments or record or both are delivered to the Trustee and, where it is
     hereby expressly required, to the Company.  Such instrument or instruments
     and any such record (and the action embodied therein and evidenced

                                      13
<PAGE>
 
     thereby) are herein sometimes referred to as the "Act" of the Holders
     signing such instrument or instruments or so voting at any such meeting.
     Proof of execution of any such instrument or of a writing appointing any
     such agent, or of the holding by any Person of a Security, shall be
     sufficient for any purpose of this Indenture and (subject to Section 601)
     conclusive in favor of the Trustee and the Company and any agent of the
     Trustee or the Company, if made in the manner provided in this Section.

          The record of any meeting of Holders of Securities held pursuant to
     Article Fourteen shall be proved in the manner provided in Section 1406.

          Without limiting the generality of this Section 104, unless otherwise
     provided in or pursuant to this Indenture, a Holder, including a Depository
     that is a Holder of a global Security, may make, give or take, by a proxy
     or proxies, duly appointed in writing, any request, demand, authorization,
     direction, notice, consent, waiver or other action provided in or pursuant
     to this Indenture to be made, given or taken by Holders, and a Depository
     that is a Holder of a global Security may provide its proxy or proxies to
     the beneficial owners of interests in any such global Security through such
     Depository's standing instructions and customary practices.

          The Trustee may fix a record date for the purpose of determining the
     Persons who are beneficial owners of interests in any global Security held
     by a  Depository entitled under the procedures of such Depository to make,
     give or take, by a proxy or proxies duly appointed in writing, any request,
     demand, authorization, direction, notice, consent, waiver or other action
     provided in or pursuant to this Indenture to be made, given or taken by
     Holders.  If such a record date is fixed, the Holders on such record date
     or their duly appointed proxy or proxies, and only such Persons, shall be
     entitled to make, give or take such request, demand, authorization,
     direction, notice, consent, waiver or other action, whether or not such
     Holders remain Holders after such record date.  No such request, demand,
     authorization, direction, notice, consent, waiver or other action shall be
     valid or effective if made, given or taken more than 90 days after such
     record date.

          (b) The fact and date of the execution by any Person of any such
     instrument or writing may be proved by the affidavit of a witness of such
     execution or by a certificate of a notary public or other officer
     authorized by law to take acknowledgments of deeds, certifying that the
     individual signing such instrument or writing acknowledged to him the
     execution thereof.  Where such execution is by a signer acting in a
     capacity other than his individual capacity, such certificate or affidavit
     shall also constitute sufficient proof of his authority.  The fact and date
     of the execution of any such instrument or writing, or the authority of the
     Person executing the same, may also be proved in any other manner which the
     Trustee deems sufficient.

          (c) The ownership of Securities and the principal amount and serial
     numbers of Securities held by any Person, and the date of holding the same,
     shall be proved by the Security Register.


                                      14
<PAGE>
 
          (d) If the Company shall solicit from the Holders of any Securities
     any request, demand, authorization, direction, notice, consent, waiver or
     other action, the Company may, at its option, by Board Resolution, fix in
     advance a record date for the determination of Holders of Securities
     entitled to give such request, demand, authorization, direction, notice,
     consent, waiver or other action, but the Company shall have no obligation
     to do so. If such a record date is fixed, such request, demand,
     authorization, direction, notice, consent, waiver or other action may be
     given before or after such record date, but only the Holders of Securities
     of record at the close of business on such record date shall be deemed to
     be Holders for the purposes of determining whether Holders of the requisite
     proportion of Outstanding Securities have authorized or agreed or consented
     to such request, demand, authorization, direction, notice, consent, waiver
     or other action, and for that purpose the Outstanding Securities shall be
     computed as of such record date; provided that no such authorization,
     agreement or consent by the Holders of Securities on such record date shall
     be deemed effective unless it shall become effective pursuant to the
     provisions of this Indenture not later than six months after the record
     date.

          (e) Any request, demand, authorization, direction, notice, consent,
     waiver or other action of the Holder of any Security shall bind every
     future Holder of the same Security and the Holder of every Security issued
     upon the registration of transfer thereof or in exchange therefor or in
     lieu thereof in respect of anything done, omitted or suffered to be done by
     the Trustee, any Security Registrar, any Paying Agent, any Authenticating
     Agent or the Company in reliance thereon, whether or not notation of such
     action is made upon such Security.

     SECTION 105.  NOTICES, ETC., TO TRUSTEE AND COMPANY.

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with,

          (a) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     to or with the Trustee at its Corporate Trust Office, Attention: Corporate
     Trustee Administration Department, or

          (b) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, by United States first-class mail, postage prepaid,
     to the Company addressed to the attention of its Treasurer at the address
     of its principal office specified in the first paragraph of this instrument
     or at any other address previously furnished in writing to the Trustee by
     the Company.

     Additionally, any notice provided or permitted to be given or furnished to
the Trustee pursuant to Article Thirteen shall be sufficient if given or
furnished in the manner provided in Section 1310.


                                      15
<PAGE>
 
     SECTION 106.  NOTICE TO HOLDERS OF SECURITIES; WAIVER.

     Except as otherwise expressly provided in or pursuant to the provisions of
this Indenture, where this Indenture provides for notice to Holders of
Securities of any event, such notice shall be sufficiently given to Holders of
Securities if in writing and mailed by United States first-class mail, postage
prepaid, to each Holder of a Security affected by such event, at his address as
it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice.

     In any case where notice to Holders of Securities is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Security shall affect the sufficiency of such notice with
respect to other Holders of Securities.  Any notice that is mailed in the manner
herein provided shall be conclusively presumed to have been duly given or
provided.  In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice to
Holders of Securities by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders of Securities shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

     SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT.

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required to be a part of and govern this
Indenture, such required provision shall control.

     SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     SECTION 109.  SUCCESSORS AND ASSIGNS.

     All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not, and all rights of the
Company hereunder shall inure to the benefit of such successors and assigns.

     SECTION 110.  SEPARABILITY AND SAVING CLAUSE.

     In case any provision in this Indenture or in any Security shall be
invalid, illegal or unenforceable, either wholly or partially, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


                                      16
<PAGE>
 
     No provision of this Indenture or of any Security shall require the payment
or permit the collection of interest (including any Additional Interest) in
excess of the maximum which is not prohibited by law.  If any such excess
interest is provided for herein or in any Security, which shall be adjudicated
to be so provided for, then the Company shall not be obligated to pay such
interest in excess of the maximum not prohibited by law.

     SECTION 111.  BENEFITS OF INDENTURE.

     Nothing in this Indenture or in any Security, express or implied, shall
give to any Person, other than the parties hereto, any Security Registrar, any
Paying Agent, any Authenticating Agent and their respective successors and
assigns hereunder, the Holders of Securities, and, to the extent, but only to
the extent, provided in Section 1503, the holders of Senior Indebtedness or
Preferred Securities, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

     SECTION 112.  GOVERNING LAW.

     This Indenture and the Securities, including the validity thereof, shall be
governed by and construed in accordance with the laws of the State of New York.

     SECTION 113.  LEGAL HOLIDAYS.

     In any case where any Interest Payment Date, Redemption Date, date for
repayment at the option of a Holder, Maturity or Stated Maturity of any Security
shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or the Securities other than a provision in the Securities of any
series which specifically states that such provision shall apply in lieu of this
Section) any such payment of principal, any premium or interest (including any
Additional Interest) need not be made on such date, but may be made on the next
succeeding Business Day, except that if such Business Day is in the next
succeeding calendar year, such payment will be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on the
Interest Payment Date, Redemption Date, date for repayment at the option of a
Holder, Maturity or Stated Maturity, and no interest shall accrue on any amount
so payable for the period from and after such Interest Payment Date, Redemption
Date, date for repayment at the option of a Holder, Maturity or Stated Maturity,
as the case may be, to such next succeeding Business Day.


                                  ARTICLE TWO

                                 SECURITY FORMS

     SECTION 201.  FORMS OF SECURITIES.

     The Securities of each series shall be in such form or forms (including
global form) as shall be established in one or more indentures supplemental
hereto or by or pursuant to


                                      17
<PAGE>
 
a Board Resolution in accordance with Section 301, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements placed thereon as
may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange or as may
consistently herewith be determined by the officers executing such Securities,
as evidenced by their execution of such Securities.

     If the forms of Securities of any series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

     The Securities of each series shall be issuable in registered form without
coupons.

     The definitive Securities shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner, all as determined by the officers of the Company executing
such Securities, as evidenced by their execution of such Securities.

     SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

     The Trustee's certificate of authentication shall be in substantially the
following form:

     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.


                              __________________________________________________
                                                                    , as Trustee


                              By  ______________________________________________
                                                              Authorized Officer

     SECTION 203.  SECURITIES IN GLOBAL FORM.

     Unless otherwise provided in or pursuant to this Indenture, the Securities
shall not be issuable in global form.  If Securities of a series shall be
issuable in global form, any such Security may provide that it or any number of
such Securities shall represent the aggregate amount of all Outstanding
Securities of such series (or such lesser amount as is permitted by the terms
thereof) from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges.  Any endorsement of any
Security in global form

                                      18
<PAGE>
 
to reflect the amount, or any increase or decrease in the amount, or changes in
the rights of Holders, of Outstanding Securities represented thereby shall be
made in such manner and by such Person or Persons as shall be specified therein
or in the Company Order to be delivered pursuant to Section 303 or 304 with
respect thereto.  Subject to the provisions of Section 303, the Trustee shall
deliver and redeliver any Security in global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order.  If a Company Order pursuant to Section 303 has been,
or simultaneously is, delivered, any instructions by the Company with respect to
a Security in global form shall be in writing but need not be accompanied by or
contained in an Officers' Certificate and need not be accompanied by an Opinion
of Counsel.


                                 ARTICLE THREE

                                 THE SECURITIES

     SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series.  The terms of the
Securities in addition to or in lieu of those set forth in this Indenture shall
be determined or established in any one or more of the following ways:  (1) in
one or more indentures supplemental hereto; (2) in one or more Board
Resolutions; or (3) in a manner specified in or authorized by one or more Board
Resolutions (in which case such Board Resolutions shall be included in or
attached to an Officers' Certificate setting forth such terms or the manner in
which such terms are to be determined or established).  The terms to be so
determined or established shall include:

               (a) the title of the Securities and the series in which such
          Securities shall be included;

               (b) any limit upon the aggregate principal amount of the
          Securities of such series which may be authenticated and delivered
          under this Indenture (except for Securities authenticated and
          delivered upon registration of transfer of, or in exchange for, or in
          lieu of, other Securities of such series pursuant to Section 304, 305,
          306, 907 or 1107);

               (c) the date or dates on which the principal of such Securities
          is payable, or the manner in which such date or dates is to be
          determined, and the terms and conditions, if any, upon which the
          Company may re-borrow the proceeds from such a payment or exchange
          such Securities for new Securities or other securities on any such
          payment date or dates;

                                      19
<PAGE>
 
               (d) the rate or rates at which such Securities shall bear
          interest, if any, or the manner in which such rate or rates shall be
          determined, the date or dates from which such interest shall accrue or
          the manner in which such date or dates shall be determined, the
          Interest Payment Dates on which any such interest shall be payable, or
          the manner in which such Interest Payment Dates shall be determined,
          the Regular Record Date for any interest payable on such Interest
          Payment Dates, and the basis upon which interest shall be calculated
          if other than that of a 360-day year consisting of twelve 30-day
          months;

               (e) the right, if any, of the Company to extend the interest
          payment periods of such Securities, the maximum duration, if any, of
          any such extension or extensions, the Additional Interest, if any,
          payable on such Securities if any interest payment period is extended
          and any notice (which shall include notice to the Trustee) which must
          be given upon the exercise of such rights;

               (f) each Place of Payment for such Securities, if any, other than
          or in addition to The City of New York, and the place or places where
          such Securities may be surrendered for registration of transfer or
          exchange and where such Securities may be surrendered for conversion
          or exchange and any notices and demands to or upon the Company in
          respect of such Securities and this Indenture may be served;

               (g) whether such Securities are to be redeemable at the option of
          the Company and, if so, the date or dates on which, the period or
          periods within which, the price or prices at which and the terms and
          conditions upon which such Securities may be redeemed, in whole or in
          part, at the option of the Company;

               (h) the obligation, if any, of the Company to redeem or repay
          such Securities pursuant to any sinking fund or analogous provisions
          or to repay such Securities at the option of a Holder thereof or upon
          the occurrence of one or more specified events and, if so, the date or
          dates on which, the period or periods within which (or the event or
          events upon which), the price or prices at which and the other terms
          and conditions upon which such Securities shall be redeemed or repaid,
          in whole or in part, pursuant to such obligation, and any provisions
          for the remarketing of such Securities so redeemed or repaid;

               (i) the terms and conditions, if any, upon which such Securities
          may be convertible into or exchanged for American General Common
          Stock, American General Preferred Stock or other securities of any
          kind, including the initial conversion or exchange price or rate, the
          conversion or exchange period, the circumstances under which any such
          conversion or exchange right

                                      20
<PAGE>
 
          may expire, and any other provision in addition to or in lieu of those
          set forth in this Indenture;

               (j) the denominations in which any such Securities shall be
          issuable if other than denominations of $25 and any integral multiple
          thereof;

               (k) whether the amount of payments of principal of and any
          premium or interest (including Additional Interest) on such Securities
          may be determined with reference to an index, formula or other method
          or methods (which index, formula or method or methods may be based,
          without limitation, on one or more currencies, commodities, equity
          indices or other indices) and, if so, the terms and conditions upon
          which and the manner in which such amounts shall be determined and
          paid or payable;

               (l) any deletions from, modifications of or additions to the
          Events of Default or covenants of the Company with respect to such
          Securities, whether or not such Events of Default or covenants are
          consistent with the Events of Default or covenants set forth herein,
          any change in the right of the Trustee or Holders to declare the
          principal of, and any premium and interest on, such Securities due and
          payable, and any additions to the definitions currently set forth in
          this Indenture;

               (m) the form or forms of such Securities;

               (n) whether any such Securities are to be issuable in global
          form, and, if so, (i) when any of such Securities are to be issued in
          global form, (ii) whether beneficial owners of interests in any such
          global Security may exchange such interests for certificated
          Securities of such series and of like tenor of any authorized
          denomination and the circumstances under which any such exchange may
          occur, if other than in the manner provided in Section 305, (iii) the
          name of the Depository with respect to any global Security, and (iv)
          the form of any legend or legends to be borne by any such global
          Security in addition to or in lieu of the legend referred to in
          Section 303;

               (o) if there is more than one Trustee, the identity of the
          Trustee and, if not the Trustee, the identity of each Security
          Registrar, Paying Agent and Authenticating Agent with respect to such
          Securities;

               (p) the applicability, if any, of Section 1010 to the Securities
          of such series and any provisions in modification of, in addition to
          or in lieu of any of the provisions of Section 1010;


               (q) whether and under what circumstances Additional Amounts on
          such Securities or any of them shall be payable and, if so, whether
          the


                                      21
<PAGE>
 
          Company has the option to redeem such Securities rather than pay such
          Additional Amounts;

               (r) any restriction or condition on the transferability of such
          Securities; and

               (s) any other terms of such Securities (which terms shall not be
          inconsistent with the provisions of this Indenture).

     All Securities of any one series shall be substantially identical except as
to the date or dates from which interest, if any, shall accrue and denomination
and except as may otherwise be provided in the terms of such Securities
determined or established as provided above.  All Securities of any one series
need not be issued at the same time and, unless otherwise provided, a series may
be reopened for issuances of additional Securities of such series.

     If any of the terms of the Securities of any series are established by
action that is specified in or authorized by a Board Resolution and such action
is to be taken at or prior to the delivery of the Officers' Certificate setting
forth the terms of such series of Securities or the manner in which such terms
are to be determined or established, then a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of such series or the manner in
which such terms are to be determined or established.

     SECTION 302.  CURRENCY; DENOMINATIONS.

     The principal of, premium, if any, and interest (including Additional
Interest) on the Securities shall be payable in Dollars.  Unless otherwise
provided as contemplated by Section 301 with respect to any series of
Securities, any Securities of a series shall be issuable in denominations of $25
and any integral multiple thereof.

     SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     The Securities shall be executed on behalf of the Company by its Chairman,
its Vice Chairman, its President or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Treasurer or Secretary or one
of its Assistant Treasurers or Assistant Secretaries.  The signature of any of
these officers on the Securities may be manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices on the date(s) such Securities were issued.

                                      22
<PAGE>
 
     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with the Board Resolution
and Officers' Certificate or supplemental indenture or other instrument with
respect to such Securities referred to in Sections 201 and 301 and a Company
Order for the authentication and delivery of such Securities, and the Trustee,
in accordance with the Company Order and subject to the provisions hereof, shall
authenticate and deliver such Securities.  If all the Securities of any series
are not to be issued at one time and if the Board Resolution or supplemental
indenture establishing such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Securities
and determining the terms of particular Securities of such series, such as
interest rate, maturity date, date of issuance and date from which interest
shall accrue.  In authenticating Securities hereunder, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon,

          (1) an Opinion of Counsel stating substantially to the effect that,

               (a) the form and terms of such Securities, or the manner of
          determining such terms, have been established in conformity with the
          provisions of this Indenture; and

               (b) such Securities, when authenticated and delivered by the
          Trustee and issued by the Company in the manner and subject to any
          conditions specified in such Opinion of Counsel, will constitute valid
          and legally binding obligations of the Company, enforceable against
          the Company in accordance with their terms, except as enforcement
          thereof may be limited by bankruptcy, insolvency, moratorium,
          fraudulent conveyance or other laws relating to or affecting the
          enforcement of creditors' rights and by general equity principles;

          (2) an Officers' Certificate stating, to the best knowledge of each
     signer of such certificate, that no event which is, or after notice or
     lapse of time would become, an Event of Default with respect to any of the
     Securities shall have occurred and be continuing; and

          (3) a copy of the LLC Agreement and Written Action of the American
     General LLC issuing the series of Preferred Securities related to such
     Securities, certified by the Secretary or Assistant Secretary of the
     Company or by the Manager Member of such American General LLC to be a true
     and correct copy thereof and in full force and effect.

The Trustee shall not be required to authenticate or to cause an Authenticating
Agent to authenticate such Securities if the issuance of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner that
is not reasonably acceptable to the Trustee.


                                      23
<PAGE>
 
     If all the Securities of any series are not to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel and Officers'
Certificate at the time of issuance of each such Security, but such opinion and
certificate shall be delivered at or before the time of issuance of the first
Security of such series to be issued.

     If the Company shall establish pursuant to Section 301 that the Securities
of a series are to be issued in whole or in part in the form of one or more
global Securities, the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to such series,
authenticate and deliver one or more global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
the Outstanding Securities of such series to be represented by such global
Security or Securities, (ii) shall be registered in the name of the Depository
for such global Security or Securities or the nominee of such Depository, (iii)
shall be delivered by the Trustee to such Depository or pursuant to such
Depository's instruction and (iv) shall bear a legend substantially to the
following effect (or to such other effect as may be specified in the document
authorizing such a series of Securities or as the Depository, the Trustee and
the Company may agree):

          "Unless this Security is presented by an authorized representative of
     The Depository Trust Company (the "Depository") (55 Water Street, New York,
     New York) to the issuer hereof or its agent for registration of transfer,
     exchange or payment, and any security issued is registered in the name of
     Cede & Co. or such other name as requested by an authorized representative
     of the Depository and any payment is made to Cede & Co., any transfer,
     pledge or other use hereof for value or otherwise by or to any person is
     wrongful since the registered owner hereof, Cede & Co., has an interest
     herein.

          Unless and until it is exchanged in whole or in part for Securities in
     certificated form, this Security may not be transferred except as a whole
     by the Depository to a nominee of the Depository or by a nominee of the
     Depository to the Depository or another nominee of the Depository or by the
     Depository or any such nominee to a successor Depository or a nominee of
     such successor Depository".

     Unless otherwise provided in the form of Security, each Security shall be
dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for in Section
202 or 613 executed by or on behalf of the Trustee or an Authenticating Agent by
the manual signature of one of its authorized officers.  Such an executed
certificate of authentication upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder.

                                      24
<PAGE>
 
     SECTION 304.  TEMPORARY SECURITIES.

     Pending the preparation of definitive Securities of any series, the Company
may execute and deliver to the Trustee, and upon Company Order the Trustee shall
authenticate and deliver, in the manner provided in Section 303, temporary
Securities of such series which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing such
Securities may determine, as evidenced by their execution of such Securities.
Such temporary Securities may be in global form.

     If temporary Securities of any series are issued, the Company shall cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of such definitive Securities, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series
containing identical terms and provisions upon surrender of the temporary
Securities of such series at the office or agency of the Company maintained for
such purpose pursuant to Section 1002, without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like aggregate principal amount of definitive Securities
of authorized denominations of the same series containing identical terms and
provisions.  Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

     SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     The Company shall cause to be kept at an office or agency of the Company
maintained pursuant to Section 1002 a register (each such register being herein
sometimes referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of the Securities of each series and of transfers of the Securities
of each series.  Such office or agency shall be the "Security Registrar" for the
Securities, if any, of each series of Securities.  In the event that the Trustee
shall not be the Security Registrar with respect to a particular series of
Securities, it shall have the right to examine the Security Register for such
series at all reasonable times.  Unless otherwise provided with respect to a
series of Securities in a supplemental indenture, Board Resolution or other
instrument authorizing such series of Securities, Chemical Bank shall serve as
the Security Registrar for each series of Securities until a successor has been
appointed by a Board Resolution or an instrument executed on behalf of the
Company by its Chairman, Vice Chairman, President or one of its Vice Presidents
and delivered to the Trustee.

     Upon surrender for registration of transfer of any Security of any series
at any office or agency of the Company maintained for that series pursuant to
Section 1002, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized


                                      25
<PAGE>
 
denominations and of a like aggregate principal amount, bearing a number not
contemporaneously outstanding, and containing identical terms and provisions.

     At the option of the Holder, Securities of any series (except a global
Security representing all or a portion of such series) may be exchanged for
other Securities of the same series, of any authorized denominations and of a
like aggregate principal amount, containing identical terms and provisions, upon
surrender of the Securities to be exchanged at any such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities that the
Holder making the exchange is entitled to receive.

     Notwithstanding the foregoing, except as otherwise provided in or pursuant
to this Indenture, any global Security shall be exchangeable for certificated
Securities only if (i) the Depository is at any time unwilling, unable or
ineligible to continue as Depository and a successor depository is not appointed
by the Company within 90 days of the date the Company is so informed in writing,
(ii) the Company executes and delivers to the Trustee a Company Order to the
effect that such global Security shall be so exchangeable, or (iii) an Event of
Default has occurred and is continuing with respect to the Securities of the
same series.  If the beneficial owners of interests in a global Security are
entitled to exchange such interests for certificated Securities of such series,
then without unnecessary delay but in any event not later than the earliest date
on which such interests may be so exchanged, the Company shall deliver to the
Trustee certificated Securities in such form and denominations as are required
by or pursuant to this Indenture, and of the same series as, containing
identical terms as and in aggregate principal amount equal to the principal
amount of, such global Security, executed by the Company.  On or after the
earliest date on which such interests may be so exchanged, such global Security
shall be surrendered from time to time by the Depository to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or in part, for
certificated Securities as described above, without charge, in accordance with
instructions (which instructions shall be in writing but need not be contained
in or accompanied by an Officers' Certificate or be accompanied by an Opinion of
Counsel) given by the Company to the Trustee and such Depository.  The Trustee
shall authenticate and make available for delivery, in exchange for each portion
of such surrendered global Security, a like aggregate principal amount of
certificated Securities of the same series of authorized denominations and of
like tenor as the portion of such global Security to be exchanged; provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities for redemption of
the same series and containing identical terms and ending on the relevant
Redemption Date.  Promptly following any such exchange in part, such global
Security shall be returned by the Trustee to the Depository, in accordance with
the instructions of the Company referred to above, with an endorsement thereon
to reflect the decrease in the aggregate amount of Outstanding Securities
represented thereby.  If a Security is issued in exchange for any portion of a
global Security after the close of business at the office or agency for such
Security where such exchange occurs on or after (i) any Regular Record Date for
such Security and before the opening of business at such office or agency on the
next Interest Payment Date, or (ii) any Special Record Date for such Security
and before the opening of business at such office or agency on the related
proposed date for payment


                                      26
<PAGE>
 
of interest or Defaulted Interest, as the case may be, interest shall not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Security, but shall be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such global Security shall
be payable in accordance with the provisions of this Indenture.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitling the Holders thereof to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

     Every Security presented or surrendered for registration of transfer or for
exchange or redemption shall (if so required by the Company or the Security
Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar therefor
duly executed, by the Holder thereof or his attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 907 or 1107 not involving any transfer.

     Except as otherwise provided in or pursuant to this Indenture, the Company
shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15
days before the day of the selection for redemption of Securities of like tenor
and the same series under Section 1103 or Article Twelve and ending at the close
of business on the day of the mailing of the relevant notice of redemption, (ii)
to register the transfer of or exchange any Security so selected for redemption
in whole or in part, except, in the case of any Security to be redeemed in part,
the portion thereof not to be redeemed or (iii) to issue, register the transfer
of or exchange any Security which, in accordance with its terms, has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.

     SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security, and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request


                                      27
<PAGE>
 
the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost
or stolen Security, a new Security of the same series and principal amount,
containing identical terms and provisions and bearing a number not
contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

     SECTION 307.  PAYMENT OF INTEREST; RIGHTS PRESERVED.

     Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, interest (including Additional
Interest) on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name such Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.  If a series of
Securities is convertible into shares of American General Common Stock, then,
unless otherwise specified with respect to such Securities in accordance with
the provisions of Section 301, interest on such Interest Payment Date shall be
payable to each Holder on the related Regular Record Date notwithstanding the
conversion of any such Security between such Regular Record Date and such
Interest Payment Date.

     Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest (including any
Additional Interest) with respect to any Security of any series which is
payable, but is not punctually paid or duly provided for (other than by reason
of an extension of an interest payment period), on any Interest Payment Date for
such Security (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder thereof on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company,
at its election in each case, as provided in subsection (a) or (b) below:


                                      28
<PAGE>
 
          (a) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities affected (or their respective
     Predecessor Securities) are registered at the close of business on a
     Special Record Date for the payment of such Defaulted Interest, which shall
     be fixed in the following manner.  The Company shall notify the Trustee in
     writing of the amount of Defaulted Interest proposed to be paid on each
     such Security and the date of the proposed payment, and at the same time
     the Company shall deposit with the Trustee an amount of money equal to the
     aggregate amount proposed to be paid in respect of such Defaulted Interest
     or shall make arrangements satisfactory to the Trustee for such deposit
     prior to the date of the proposed payment, such money when so deposited to
     be held in trust for the benefit of the Persons entitled to such Defaulted
     Interest as in this subsection provided.  Thereupon, the Trustee shall fix
     a Special Record Date for the payment of such Defaulted Interest which
     shall be not more than 15 days and not less than 10 days prior to the date
     of the proposed payment and not less than 10 days after the receipt by the
     Trustee of the notice of the proposed payment.  The Trustee shall promptly
     notify the Company of such Special Record Date and, in the name and at the
     expense of the Company, shall cause notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor to be mailed,
     United States first-class postage prepaid, to each Holder of such
     Securities (or their respective Predecessor Securities) at the address of
     such Holder as it appears in the Security Register, not less than 10 days
     prior to such Special Record Date.  The Trustee may, in its discretion, in
     the name and at the expense of the Company, cause a similar notice to be
     published at least once in an Authorized Newspaper of general circulation
     in The City of New York, but such publication shall not be a condition
     precedent to the establishment of such Special Record Date.  Notice of the
     proposed payment of such Defaulted Interest and the Special Record Date
     therefor having been mailed as aforesaid, such Defaulted Interest shall be
     paid to the Persons in whose names such Securities (or their respective
     Predecessor Securities) are registered at the close of business on such
     Special Record Date and shall no longer be payable pursuant to the
     following subsection (b).

          (b) The Company may make payment of any Defaulted Interest on such
     Securities in any other lawful manner not inconsistent with the
     requirements of any securities exchange on which such Securities may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed payment pursuant
     to this subsection (b), such manner of payment shall be deemed practicable
     by the Trustee.

     At the option of the Company, interest on Securities of any series that
bear interest may be paid by mailing a check to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
transfer to an account maintained by the payee with a bank located in the United
States or by any other means permitted in the form of Securities of any
particular series pursuant to the provisions of this Indenture.

     Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu

                                      29
<PAGE>
 
of any other Security shall carry the rights to interest accrued and unpaid, and
to accrue, which were carried by such other Security.

     SECTION 308.  PERSONS DEEMED OWNERS.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered in the Security Register as the
owner and Holder of such Security for the purpose of receiving payment of the
principal of and any premium and (subject to Sections 305 and 307) interest
(including Additional Interest) on such Security and for all other purposes
whatsoever, whether or not any payment with respect to such Security shall be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

     No owner of a beneficial interest in any global Security held on its behalf
by a Depository shall have any rights under this Indenture with respect to such
global Security, and such Depository may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the owner and Holder of such
global Security for all purposes whatsoever.  None of the Company, the Trustee,
any Paying Agent or the Security Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

     SECTION 309.  CANCELLATION.

     All Securities surrendered for payment, redemption, conversion, exchange or
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee, and any such Securities, as well as Securities surrendered
directly to the Trustee for any such purpose, shall be promptly canceled by the
Trustee.  The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to the
Trustee for cancellation any Securities previously authenticated hereunder which
the Company has not issued and sold, and all Securities so delivered shall be
promptly canceled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by or pursuant to this Indenture.  All canceled
Securities held by the Trustee shall be disposed of in accordance with its
customary practices, subject to applicable law.

     SECTION 310.  COMPUTATION OF INTEREST.

     Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a 360-day year consisting of twelve 30-day months and, for any
period shorter than a full monthly interest payment period, shall be computed on
the basis of the actual number of days elapsed in such period.


                                      30
<PAGE>
 
                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

     SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.

     This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities specified in such Company Request
(except as provided in the last paragraph of this Section 401), and the Trustee,
on demand of and at the expense of the Company, shall execute such instruments
as may be requested by the Company acknowledging satisfaction and discharge of
this Indenture with respect to such series, when

          (a)  either

               (1) all Securities of such series theretofore authenticated and
          delivered (other than Securities of such series that have been
          destroyed, lost or stolen and that have been replaced or paid as
          provided in Section 306, and Securities of such series for whose
          payment money has theretofore been deposited in trust or segregated
          and held in trust and thereafter repaid to the Company or discharged
          from such trust, as provided in Section 1003) have been delivered to
          the Trustee for cancellation; or

               (2)  all Securities of such series not theretofore delivered to
          the Trustee for cancellation

               (i)  have become due and payable, or

               (ii) will become due and payable at their Stated Maturity within
                    one year, or

               (iii)if redeemable at the option of the Company, are to be
                    called for redemption within one year under arrangements
                    satisfactory to the Trustee for the giving of notice of
                    redemption by the Trustee in the name, and at the expense,
                    of the Company,

          and the Company has irrevocably deposited or caused to be irrevocably
          deposited (except as provided in Section 402(c)) with the Trustee, as
          trust funds and/or obligations in trust, specifically pledged as
          security for, and dedicated solely to, the benefit of the Holders of
          the Securities of such series, (A) money in an amount, or (B)
          Government Obligations which through the payment of interest and
          principal in respect thereof in accordance with their terms, without
          consideration of any reinvestment thereof, will provide not later than
          the opening of business on the due dates of any payment of the
          principal, premium, if any, and interest (including any Additional
          Interest) with respect thereto money in an amount or (C) a combination
          thereof,


                                      31 
<PAGE>
 
          sufficient to pay and discharge the entire indebtedness on such
          Securities not theretofore delivered to the Trustee for cancellation,
          including the principal of, premium, if any, and interest (including
          any Additional Interest) on, such Securities to the date of such
          deposit (in the case of Securities of such series which have become
          due and payable) or to the Stated Maturity or Maturity thereof, as the
          case may be;

          (b) the Company has paid or caused to be paid all other sums payable
     hereunder by the Company; and

          (c) the Company has delivered to the Trustee a Certificate of a Firm
     of Independent Public Accountants certifying as to the sufficiency of the
     amounts deposited pursuant to paragraph (2) of subsection (a) of this
     Section for payment of the principal, premium, if any, and interest
     (including any Additional Interest) with respect to the Securities of such
     series on the dates such payments are due, and an Officers' Certificate and
     an Opinion of Counsel, each stating that all conditions precedent herein
     provided for relating to the satisfaction and discharge of this Indenture
     as to such series of Securities have been complied with.

     If there are Securities of two or more series hereunder and if a different
Trustee has been appointed with respect to one or more of such series, then each
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture if requested to do so only with respect to
Securities of the series as to which it is Trustee and if the other conditions
thereto are met.

     If, subsequent to the date a discharge is effected pursuant to this Section
401, Additional Amounts in excess of those established as of the date such
discharge is effected become payable in respect of the series of Securities
discharged, in order to preserve the benefits of the discharge established
hereunder, the Company shall irrevocably deposit or cause to be irrevocably
deposited in accordance with the provisions of this Section 401, within ten
Business Days prior to the date the first payment in respect of any portion of
such excess Additional Amounts becomes due, such additional funds as are
necessary to satisfy the provisions of this Section 401 as if a discharge were
being effected as of the date of such subsequent deposit.  Failure to comply
with the requirements of this paragraph shall result in the termination of the
benefits of the discharge established by this Section 401.

     Notwithstanding the satisfaction and discharge of this Indenture with
respect to a series of Securities, the obligations with respect to the right of
registration of transfer or exchange of Securities of such series provided for
herein, the obligations of the Company under the preceding paragraph, the
obligations with respect to any conversion or exchange of Securities of such
series provided in the supplemental indenture, Board Resolution or other
instrument authorizing such series of Securities, the obligations of the Company
to the Trustee under Section 607 and, if money and/or Government Obligations
shall have been irrevocably deposited with the Trustee pursuant to paragraph (2)
of subsection (a) of this Section, the obligations of the Trustee under Section
402 and the last paragraph of Section 1003 shall survive.


                                      32
<PAGE>
 
     SECTION 402.  APPLICATION OF TRUST MONEY.

          (a) Subject to the provisions of the last paragraph of Section 1003,
     all money and/or Government Obligations deposited with the Trustee pursuant
     to Section 401 or Section 1010 or pursuant to a supplemental indenture
     entered into pursuant to Section 901(i), and all money received by the
     Trustee in respect of any such Government Obligations, shall be held in
     trust and applied by it, in accordance with the provisions of the
     Securities and this Indenture, to the payment, either directly or through
     any Paying Agent (including the Company acting as its own Paying Agent) as
     the Trustee may determine, to the Persons entitled thereto, of the
     principal, premium, if any, and interest (including any Additional
     Interest) for whose payment such money has or Government Obligations have
     been deposited with or received by the Trustee or to make mandatory sinking
     fund payments or analogous payments as contemplated by Section 401, or
     Section 1010 or any such supplemental indenture; but such money and
     Government Obligations need not be segregated from other funds of the
     Trustee except to the extent required by law.

          (b) The Company shall pay and shall indemnify the Trustee against any
     tax, fee or other charge imposed on or assessed against Government
     Obligations deposited pursuant to Section 401 or Section 1010 or pursuant
     to a supplemental indenture entered into pursuant to Section 901(i) or the
     interest and principal received in respect of such obligations other than
     any payable by or on behalf of Holders.

          (c) The Trustee shall deliver or pay to the Company from time to time
     upon Company Request any Government Obligations or money held by it as
     provided in Section 401 or Section 1010 or in any supplemental indenture
     entered into pursuant to Section 901(i) which, as expressed in a
     Certificate of a Firm of Independent Public Accountants delivered to the
     Trustee, are then in excess of the amount thereof which then would have
     been required to be deposited for the purpose for which such obligations or
     money were deposited or received.


                                  ARTICLE FIVE

                                    REMEDIES

     SECTION 501.  EVENTS OF DEFAULT.

     "Event of Default," wherever used herein with respect to Securities of any
series (unless otherwise specified with respect to such series of Securities in
the supplemental indenture, Board Resolution or other instrument authorizing
such series of Securities), means any one of the following events which has
occurred and is continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to the provisions of Article Thirteen or any

                                      33
<PAGE>
 
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

          (a) default in the payment of any installment of interest (including
     any Additional Interest) upon any of the Securities of that series, as and
     when the same shall become due and payable, and continuance of such default
     for a period of 10 days; provided that (i) a valid extension of an interest
     payment period by the Company pursuant to the supplemental indenture, Board
     Resolution or other instrument authorizing such series of Securities shall
     not constitute a default in the payment of interest for this purpose and
     (ii) no such default shall be deemed to exist if, on or prior to the date
     on which such interest became due, the Company shall have made a payment
     sufficient to pay such interest pursuant to the Guarantee with respect to
     the series of Preferred Securities related to such series of Securities and
     shall have delivered a notice to the Trustee to that effect;

          (b) default in the payment of the principal of (or premium, if any,
     on) any of the Securities of that series, as and when the same shall become
     due and payable whether at maturity, upon redemption, by declaration of
     acceleration or otherwise, or in any payment required by any sinking or
     analogous fund established with respect to that series; provided that (i)
     no such default in the payment of principal (or premium, if any) shall be
     deemed to exist if, on or prior to the date such principal (and premium, if
     any) became due (whether at maturity, upon redemption, by declaration of
     acceleration or otherwise), the Company shall have made a payment,
     sufficient to pay such principal (and premium, if any), pursuant to the
     Guarantee with respect to the series of Preferred Securities related to
     such series of Securities and shall have delivered a notice to the Trustee
     to that effect and (ii) a valid exchange of a Security upon its Maturity
     for another Security pursuant to this Indenture or the supplemental
     indenture, Board Resolution or other instrument authorizing Securities of
     that series shall not constitute a default in the payment of the principal
     of the Security being exchanged for this purpose;

          (c) if applicable to the Securities of that series, failure by the
     Company to issue the American General Preferred Stock or American General
     Common Stock upon an election by the Holder or Holders of such Securities
     to convert such Securities into shares of American General Preferred Stock
     or American General Common Stock, as the case may be, pursuant to the
     supplemental indenture, Board Resolution or other instrument authorizing
     such series of Securities;

          (d) failure on the part of the Company duly to observe or perform in
     any material respect any other of the covenants or agreements on the part
     of the Company with respect to that series contained in such Securities or
     otherwise established with respect to that series of Securities pursuant to
     Section 301 hereof or contained in this Indenture (other than a covenant or
     agreement which has been expressly included in this Indenture solely for
     the benefit of one or more series of Securities other than such series) and
     continuance of such failure for a period of 90 days after the date on which
     written notice of such failure, requiring the same to be


                                      34
<PAGE>
 
     remedied and stating that such notice is a "Notice of Default" hereunder,
     shall have been given to the Company by the Trustee, by registered or
     certified mail, or to the Company and the Trustee by a Holder or Holders of
     at least 25% in aggregate principal amount of the Securities of that series
     at the time Outstanding or the holder or holders of at least 25% in
     aggregate liquidation preference of Preferred Securities of the series
     related to such series of Securities;

          (e) the liquidation, dissolution or winding-up of the American General
     LLC that issued the Preferred Securities of the series related to such
     series of Securities, except in connection with, or after, the exchange of
     such Preferred Securities for such Securities or the related series of
     American General Preferred Stock, as the case may be, or in connection with
     any merger or consolidation permitted by the applicable LLC Agreement;

          (f) a court having jurisdiction in the premises shall have entered a
     decree or order for relief in respect of the Company in an involuntary
     proceeding under any applicable United States bankruptcy, insolvency,
     reorganization or other similar law now or hereafter in effect, or
     appointing a receiver, liquidator, assignee, custodian, trustee,
     sequestrator (or other similar official) of the Company or of all or any
     substantial part of its property, or ordering the winding-up or liquidation
     of its affairs, and such decree or order shall remain unstayed and in
     effect for a period of 60 consecutive days;

          (g) the Company shall have commenced a voluntary proceeding under any
     applicable United States bankruptcy, insolvency, reorganization or other
     similar law now or hereafter in effect, or shall have consented to the
     entry of an order for relief in an involuntary case under any such law, or
     shall have consented to the appointment of or taking possession by a
     receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
     similar official) of the Company or of all or any substantial part of its
     property, or shall have made an assignment for the benefit of creditors; or

          (h) any other Event of Default provided with respect to Securities of
     such series in the supplemental indenture, Board Resolution or other
     instrument authorizing such series.

     SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing (other than an Event of Default specified
in Section 501 (f) or (g)), then, and in every such case, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series may declare the principal amount of all of the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal amount shall become immediately due and
payable.  If an Event of Default specified in Section 501 (f) or (g) with
respect to Securities of any series at the


                                      35
<PAGE>
 
time Outstanding occurs and is continuing, then, and in every such case, the
principal amount of all of the Securities of that series shall become and be
immediately due and payable without any declaration or other action on the part
of the Trustee or any Holder.

     At any time after such acceleration with respect to Securities of any
series and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in this Article, the Holders of
a majority in aggregate principal amount of the Outstanding Securities of that
series, by written notice to the Company and the Trustee, may, subject to the
provisions of Section 1007(b)(iii), rescind and annul such acceleration and its
consequences if:

          (a) the Company has paid or deposited with the Trustee a sum of money
     sufficient to pay

               (1) all overdue installments of any interest (including any
          Additional Interest) on all Securities of that series;

               (2) the principal of and any premium on any Securities of that
          series which have become due otherwise than by reason of such
          acceleration and interest thereon at the rate or rates borne by or
          provided for in such Securities;

               (3) to the extent that payment of such interest is lawful,
          interest upon overdue installments of interest (including Additional
          Interest) at the rate or rates borne by or provided for in such
          Securities, and

               (4) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel; and

          (b) all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     which has become due solely by reason of such acceleration, have been cured
     or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

     The Company covenants that if

          (a) default is made in the payment of any installment of interest
     (including any Additional Interest) on any Security when such interest
     shall have become due and payable and such default continues for a period
     of 10 days, or


                                      36
<PAGE>
 
          (b) default is made in the payment of the principal of or any premium
     on any Security at its Maturity,

the Company shall, upon demand of the Trustee, pay to it, for the benefit of the
Holders of all Securities which are of the same series as such Security, the
whole amount of money then due and payable with respect to such Securities for
principal, premium, interest (including any Additional Interest) and, to the
extent that payment of such interest shall be legally enforceable, interest upon
any overdue principal (and premium, if any) and upon any overdue installments of
interest (including any Additional Interest), at the rate or rates borne by or
provided for in such series of Securities, and, in addition thereto, such
further amount of money as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or such Securities or in aid of the
exercise of any power granted herein or therein, or to enforce any other proper
remedy.

     SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration of
acceleration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of any overdue principal,
premium, or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (a) to file and prove a claim for the whole amount, or such lesser
     amount as may be provided for in the Securities of any series, of
     principal, premium and interest (including any Additional Interest) owing
     and unpaid in respect of the Securities and to file such other papers or
     documents as may be necessary or advisable in order to have the claims of
     the Trustee (including any claim for the

                                      37
<PAGE>
 
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel) and of the Holders of Securities allowed
     in such judicial proceeding, and

          (b) to collect and receive any moneys or other property payable or
     deliverable on any such claim and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders of Securities, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 607.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder of a Security in any such proceeding.

     SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

     All rights of action and claims under this Indenture or any of the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, shall,
subject to the provisions of Article Thirteen, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been recovered.

     SECTION 506.  APPLICATION OF MONEY COLLECTED.

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, any premium
or interest (including Additional Interest), upon presentation of the
Securities, and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

          FIRST:  To the payment of all amounts due the Trustee under Section
     607;

          SECOND:  Subject to Article Thirteen, to the payment of the amounts
     then due and unpaid upon the Securities for principal, any premium and
     interest (including any Additional Interest) in respect of which or for the
     benefit of which such money has been collected, ratably, without preference
     or priority of any kind,


                                      38
<PAGE>
 
     according to the aggregate amounts due and payable on such Securities for
     principal, any premium and interest (including any Additional Interest),
     respectively; and

          THIRD:  The balance, if any, to the Person or Persons entitled
     thereto.

     SECTION 507.  LIMITATION ON SUITS.

     Subject to Section 508, no Holder of any Security of any series shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

          (a) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of that
     series;

          (b) the Holders of not less than 25% in aggregate principal amount of
     the Outstanding Securities of that series shall have made written request
     to the Trustee to institute proceedings in respect of such Event of Default
     in its own name as Trustee hereunder;

          (c) such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

          (d) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

          (e) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security to affect, disturb or prejudice the rights of
any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all of such Holders.

     SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, ANY
PREMIUM AND INTEREST.

     Notwithstanding any other provision in this Indenture but subject to
Article Thirteen, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of (and premium,
if any) and (subject to Sections 305 and 307) any interest (including any
Additional Interest) on such Security, on the respective Stated Maturity or
Maturities thereof expressed in such Security (or, in the case of redemption, on
the Redemption Date or, in the case of repayment at the option of such



                                      39
<PAGE>
 
Holder, on the date such repayment is due) and to institute suit for the
enforcement of any such payment and, in the case of Securities which are
convertible into or exchangeable for other securities or property, the right to
receive such securities or property when such Securities are converted or
exchanged in accordance with the terms of such Securities, and such rights shall
not be impaired without the consent of such Holder.

     SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.

     If the Trustee or any Holder of a Security has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders of Securities shall, subject to any determination in
such proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Trustee and
such Holders shall continue as though no such proceeding had been instituted.

     SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders of Securities is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

     SECTION 511.  DELAY OR OMISSION NOT WAIVER.

     No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.  Every right and remedy given by this Article or by law to
the Trustee or to the Holders of Securities may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders of
Securities.

     SECTION 512.  CONTROL BY HOLDERS OF SECURITIES.

     Subject to the provisions of Section 1007(b)(i), the Holders of a majority
in aggregate principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series, provided
that

          (a) such direction shall not be in conflict with any rule of law or
     with this Indenture or with the Securities of such series;


                                      40
<PAGE>
 
          (b) the Trustee may take any other action deemed proper by the Trustee
     that is not inconsistent with such direction;

          (c) such direction is not unduly prejudicial to the rights of other
     Holders of Securities of such series not joining in such action; and

          (d) subject to the provisions of Sections 601 and 603, the Trustee
     shall have the right to decline to follow any such direction if the Trustee
     in good faith shall, by a Responsible Officer or Officers of the Trustee,
     determine that the proceeding so directed would involve the Trustee in
     personal liability.

     SECTION 513.  WAIVER OF PAST DEFAULTS.

     Subject to the provisions of Section 1007(b)(ii), the Holders of a majority
in aggregate principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to the Securities of such series and its
consequences, except a default

          (a) in the payment of the principal of or any premium or interest
     (including Additional Interest) on any Security of such series; or

          (b) in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Security of such series affected.

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

     SECTION 514.  UNDERTAKING FOR COSTS.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant (other
than the Company and the Trustee) in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Company, to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in aggregate principal amount of the Outstanding Securities of any
series, to any suit instituted by any Holder of a Security for the enforcement
of the payment of the principal of or any premium or interest (including
Additional Interest) on any Security, on or after the Stated Maturity or
Maturities expressed in such Security (or,


                                      41
<PAGE>
 
in the case of redemption, on or after the Redemption Date or, in the case of
repayment at the option of a Holder, on or after the date such repayment is due)
or interest on any overdue principal of any Security, or to any suit instituted
by any Holder of a Security for the enforcement of any right to convert or
exchange such Security into or for another security.

     SECTION 515.  WAIVER OF STAY OR EXTENSION LAWS.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

     SECTION 516.  SPECIAL TRUSTEE

          (a) The Company expressly acknowledges that, under the circumstances
     set forth in the applicable LLC Agreement or Written Action, the holders of
     each series of Preferred Securities shall have the right, prior to a
     Special Event Exchange of such series of Preferred Securities, to appoint a
     Special Trustee if an Event of Default with respect to the series of
     Securities related to such series of Preferred Securities or certain other
     events specified in such LLC Agreement or Written Action shall have
     occurred and be continuing.  Such Special Trustee shall be authorized to
     exercise the rights and remedies of the American General LLC that issued
     the Preferred Securities of such series as Holder of the related series of
     Securities under this Indenture, other than the right to receive any
     payments on such Securities.  Without limiting the foregoing, such Special
     Trustee shall be entitled to give any request, demand, authorization,
     direction, notice, consent or waiver hereunder as if it, rather than such
     American General LLC, were the Holder of the Securities of such series and,
     in determining whether the Holders of the requisite principal amount of
     Outstanding Securities of such series have given any such request, demand,
     authorization, direction, notice, consent or waiver, such Securities shall
     be deemed to be owned by the Special Trustee rather than such American
     General LLC.  Any Special Trustee so appointed shall vacate office
     immediately in accordance with the applicable LLC Agreement if all Events
     of Default or other events specified in the applicable LLC Agreement or
     Written Action giving rise to such right of appointment have been cured or
     waived.  The Company shall notify the Trustee when any such Special Trustee
     shall have been appointed and the date on which the authority of the
     Special Trustee shall have expired or terminated.

          (b) Without limiting the generality of the foregoing, any Special
     Trustee appointed with respect to a series of Preferred Securities, in its
     own name and as trustee of an express trust, may, subject to Section 507,
     institute a proceeding,

                                      42
<PAGE>
 
     including, without limitation, any suit in equity, an action at law or
     other judicial or administrative proceeding, to enforce the creditor's
     rights of the American General LLC that is the Holder of the related series
     of Securities directly against the Company to the same extent and subject
     to the same limitations as such American General LLC, as a Holder, could do
     so and on behalf of such American General LLC, and may prosecute such
     proceeding to judgment or final decree, and enforce the same against the
     Company and, subject to Article Thirteen, collect, out of the property,
     wherever situated, of the Company the monies adjudged or decreed to be
     payable in the manner and to the extent provided by law.


                                  ARTICLE SIX

                                  THE TRUSTEE

     SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES.

          (a) Except during the continuance of an Event of Default,

               (1) the Trustee undertakes to perform such duties, and only such
          duties, as are specifically set forth in this Indenture, and no
          implied covenants or obligations shall be read into this Indenture
          against the Trustee; and

               (2) in the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture, but in the case of any such certificates or
          opinions which by any provisions hereof are specifically required to
          be furnished to the Trustee, the Trustee shall be under a duty to
          examine the same to determine whether or not they conform to the
          requirements of this Indenture.

          (b) In case an Event of Default has occurred and is continuing, the
     Trustee shall exercise such of the rights and powers vested in it by this
     Indenture, and use the same degree of care and skill in their exercise, as
     a prudent man would exercise or use under the circumstances in the conduct
     of his own affairs.

          (c) No provision of this Indenture shall be construed to relieve the
     Trustee from liability for its own negligent action, its own negligent
     failure to act, or its own wilful misconduct, except that

               (1) this subsection shall not be construed to limit the effect of
          subsection (a) of this Section;


                                      43
<PAGE>
 
               (2) the Trustee shall not be liable for any error of judgment
          made in good faith by a Responsible Officer, unless it shall be proved
          that the Trustee was negligent in ascertaining the pertinent facts;

               (3) the Trustee shall not be liable with respect to any action
          taken or omitted to be taken by it in good faith in accordance with
          the direction of the Holders of a majority in aggregate principal
          amount of the Outstanding Securities of any series or a Special
          Trustee appointed with respect to the Securities of such series
          relating to the time, method and place of conducting any proceeding
          for any remedy available to the Trustee, or exercising any trust or
          power conferred upon the Trustee, under this Indenture with respect to
          the Securities of such series; and

               (4) no provision of this Indenture shall require the Trustee to
          expend or risk its own funds or otherwise incur any financial
          liability in the performance of any of its duties hereunder, or in the
          exercise of any of its rights or powers, if it shall have reasonable
          grounds for believing that repayment of such funds or adequate
          indemnity against such risk or liability is not reasonably assured to
          it.

          (d) Whether or not therein expressly so provided, every provision of
     this Indenture relating to the conduct or affecting the liability of or
     affording protection to the Trustee shall be subject to the provisions of
     this Section.

     SECTION 602.  NOTICE OF DEFAULTS.

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit, in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act, notice of
such default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of or any premium or interest (including Additional
Interest) on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Holders of Securities of such series; and
provided, further, that in the case of any default of the character specified in
Section 501(d) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.  For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

     SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.

     Except as otherwise provided in Section 601:


                                      44
<PAGE>
 
          (a) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note or other paper or document believed by it to be
     genuine and to have been signed or presented by the proper party or
     parties;

          (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order (other than
     delivery of any Security to the Trustee for authentication and delivery
     pursuant to Section 303 which shall be sufficiently evidenced as provided
     therein) and any resolution of the Board of Directors may be sufficiently
     evidenced by a Board Resolution;

          (c) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the absence of bad
     faith on its part, rely upon an Officers' Certificate;

          (d) the Trustee may consult with counsel and the written advice of
     such counsel or any Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken, suffered or
     omitted by it hereunder in good faith and in reliance thereon;

          (e) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by or pursuant to this Indenture at the
     request or direction of any of the Holders of Securities of any series or a
     Special Trustee pursuant to this Indenture, unless such Holders or Special
     Trustee shall have offered to the Trustee reasonable security or indemnity
     against the costs, expenses and liabilities which might be incurred by it
     in compliance with such request or direction;

          (f) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note or other paper or document, but the Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit, and, if the Trustee shall determine to make
     such further inquiry or investigation, it shall be entitled to examine the
     books, records and premises of the Company, personally or by agent or
     attorney;

          (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder; and

          (h) the Trustee shall not be charged with knowledge of any Event of
     Default (other than a default in any payment with respect to a Security due
     on a

                                      45
<PAGE>
 
     fixed date and with respect to which the Trustee is a Paying Agent) unless
     either (i) a Responsible Officer of the Trustee assigned to its corporate
     trustee administration department shall have actual knowledge thereof or
     (ii) the Trustee shall have received written notice thereof in accordance
     with Section 105 from the Company, any Holder or a Special Trustee.

     SECTION 604.  NOT RESPONSIBLE FOR RECITALS, ISSUANCE OF SECURITIES OR FOR
PREFERRED SECURITIES.

     The recitals contained herein and in the Securities (except the Trustee's
certificate of authentication) shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness.  The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility on Form T-1 supplied to the
Company are true and accurate, subject to the qualifications set forth therein.
Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of Securities or the proceeds thereof.

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
the Preferred Securities and the Trustee (as well as the Company and any
conversion agent) shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself to be a holder of a Preferred Security
to establish that such Person is such a holder.  Prior to a Special Event
Exchange with respect to a series of Preferred Securities, the Trustee (and any
conversion agent) may conclusively rely on a certificate signed by an officer of
the Managing Member of the American General LLC that issued such Preferred
Securities or a certificate signed by an officer or representative of a Special
Trustee with respect to such series of Preferred Securities as evidence that the
holders of the necessary percentage of liquidation preference of Preferred
Securities of such series have taken any action contemplated hereunder and shall
have no duty to investigate the truth or accuracy of any statement contained
therein.

     SECTION 605.  MAY HOLD SECURITIES.

     The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to the provisions of the
Trust Indenture Act, may otherwise deal with the Company with the same rights it
would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent.

     SECTION 606.  MONEY HELD IN TRUST.

     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law.  The Trustee shall be under no
liability for

                                      46
<PAGE>
 
interest on any money received by it hereunder except as otherwise agreed with
the Company.

     SECTION 607.  COMPENSATION AND REIMBURSEMENT.

     The Company agrees

          (a) to pay to the Trustee from time to time reasonable compensation
     for all services rendered by it hereunder (which compensation shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust);

          (b) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except to the extent any such
     expense, disbursement or advance may be attributable to the Trustee's
     negligence or willful misconduct; and

          (c) to indemnify each of the Trustee and its agents for, and to hold
     each of them harmless against, any loss, liability or expense arising out
     of or in connection with the acceptance or administration of the trust or
     trusts hereunder or the performance of its duties hereunder, including the
     costs and expenses of defending itself against any claim or liability in
     connection with the exercise or performance of any of its powers or duties
     hereunder, except to the extent any such loss, liability or expense may be
     attributable to its negligence or willful misconduct.

     As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of or any premium or interest (including
Additional Interest) on particular Securities.  "Trustee" for purposes of this
Section 607 includes any predecessor Trustee, but negligence or bad faith of any
Trustee shall not be attributed to any other Trustee.  The obligations of the
Company to the Trustee under this Section 607 are not subordinated to any Senior
Indebtedness.

     SECTION 608.  DISQUALIFICATIONS; CONFLICTING INTERESTS.

     If the Trustee has or shall acquire any conflicting interest, within the
meaning of the Trust Indenture Act, it shall, within 90 days after ascertaining
that it has such conflicting interest, either eliminate such conflicting
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

     SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee hereunder which shall be a
corporation or other person permitted by the Trust Indenture Act to act as
Trustee under an indenture qualified


                                      47
<PAGE>
 
under the Trust Indenture Act and that has a combined capital and surplus of at
least $50,000,000. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

     SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a) No resignation or removal of the Trustee and no appointment of a
     successor Trustee pursuant to this Article shall become effective until the
     acceptance of appointment by the successor Trustee under Section 611.

          (b) The Trustee may resign at any time with respect to the Securities
     of one or more series by giving written notice thereof to the Company.  If
     the instrument of acceptance by a successor Trustee required by Section 611
     shall not have been delivered to the Trustee within 30 days after the
     giving of such notice of resignation, the resigning Trustee may petition
     any court of competent jurisdiction for the appointment of a successor
     Trustee with respect to the Securities of such series.

          (c) The Trustee may be removed at any time with respect to the
     Securities of any series by Act of the Holders of a majority in aggregate
     principal amount of the Outstanding Securities of such series delivered to
     the Trustee and to the Company.

          (d)  If at any time:

               (1) the Trustee shall fail to comply with Section 608 after
          written request therefor by the Company or by any Holder of a Security
          who has been a bona fide Holder of a Security for at least six months,
          or

               (2) the Trustee shall cease to be eligible under Section 609 and
          shall fail to resign after written request therefor by the Company or
          by any such Holder of a Security, or

               (3) the Trustee shall become incapable of acting or shall be
          adjudged a bankrupt or insolvent or a receiver of the Trustee or of
          its property shall be appointed or any public officer shall take
          charge or control of the Trustee or of its property or affairs for the
          purpose of rehabilitation, conservation or liquidation,

     then, in any such case, (i) the Company, by or pursuant to a Board
     Resolution, may remove such Trustee with respect to all Securities as to
     which it is Trustee or (ii) subject to Section 514, any Holder of a
     Security who has been a bona fide Holder of a Security of any series for at
     least six months may, on behalf of himself and all others similarly
     situated, petition any court of competent jurisdiction for the removal


                                      48
<PAGE>
 
     of such Trustee with respect to all Securities of such series and the
     appointment of a successor Trustee or Trustees.

          (e) If the Trustee shall resign, be removed or become incapable of
     acting, or if a vacancy shall occur in the office of Trustee for any cause,
     with respect to the Securities of one or more series, the Company, by or
     pursuant to a Board Resolution, shall promptly appoint a successor Trustee
     or Trustees with respect to the Securities of that or those series (it
     being understood that any such successor Trustee may be appointed with
     respect to the Securities of one or more or all of such series and that at
     any time there shall be only one Trustee with respect to the Securities of
     any particular series) and shall comply with the applicable requirements of
     Section 611.  If, within one year after such resignation, removal or
     incapability or the occurrence of such vacancy, a successor Trustee with
     respect to the Securities of any series shall be appointed by Act of the
     Holders of a majority in aggregate principal amount of the Outstanding
     Securities of such series delivered to the Company and the retiring
     Trustee, the successor Trustee so appointed shall, forthwith upon its
     acceptance of such appointment in accordance with the applicable
     requirements of Section 611, become the successor Trustee with respect to
     the Securities of such series and to that extent supersede the successor
     Trustee appointed by the Company.  If no successor Trustee with respect to
     the Securities of any series shall have been so appointed by the Company or
     the Holders of Securities and accepted appointment in the manner required
     by Section 611, any Holder of a Security who has been a bona fide Holder of
     a Security of such series for at least six months may, on behalf of himself
     and all others similarly situated, petition any court of competent
     jurisdiction for the appointment of a successor Trustee with respect to the
     Securities of such series.

          (f) The Company shall give notice to the Holders of Securities of a
     particular series of each resignation and each removal of the Trustee with
     respect to the Securities of such series and each appointment of a
     successor Trustee with respect to the Securities of such series in the
     manner provided in Section 106.  Each such notice shall include the name of
     the successor Trustee with respect to the Securities of such series and the
     address of its Corporate Trust Office.

     SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          (a) In case of the appointment hereunder of a successor Trustee with
     respect to all Securities, every such successor Trustee so appointed shall
     execute, acknowledge and deliver to the Company and to the retiring Trustee
     an instrument accepting such appointment, and thereupon the resignation or
     removal of the retiring Trustee shall become effective and such successor
     Trustee, without any further act, deed or conveyance, shall become vested
     with all the rights, powers, trusts and duties hereunder of the retiring
     Trustee; but, on request of the Company or the successor Trustee, such
     retiring Trustee shall, upon payment of its charges, execute and deliver an
     instrument transferring to such successor Trustee all the rights, powers
     and trusts hereunder of the retiring Trustee, and shall duly assign,
     transfer and deliver to such

                                      49
<PAGE>
 
     successor Trustee all property and money held by such retiring Trustee
     hereunder, subject nevertheless to its lien, if any, provided for in
     Section 607.

          (b) In case of the appointment hereunder of a successor Trustee with
     respect to the Securities of one or more (but not all) series, the Company,
     the retiring Trustee and each successor Trustee with respect to the
     Securities of one or more series shall execute and deliver an indenture
     supplemental hereto wherein each successor Trustee shall accept such
     appointment and which (1) shall contain such provisions as shall be
     necessary or desirable to transfer and confirm to, and to vest in, each
     successor Trustee all the rights, powers, trusts and duties of the retiring
     Trustee with respect to the Securities of that or those series to which the
     appointment of such successor Trustee relates, (2) if the retiring Trustee
     is not retiring with respect to all Securities, shall contain such
     provisions as shall be deemed necessary or desirable to confirm that all
     the rights, powers, trusts and duties of the retiring Trustee with respect
     to the Securities of that or those series as to which the retiring Trustee
     is not retiring shall continue to be vested in the retiring Trustee, and
     (3) shall add to or change any of the provisions of this Indenture as shall
     be necessary to provide for or facilitate the administration of the trusts
     hereunder by more than one Trustee, it being understood that nothing herein
     or in such supplemental indenture shall constitute such Trustees as co-
     trustees of the same trust, that each such Trustee shall be trustee of a
     trust or trusts hereunder separate and apart from any trust or trusts
     hereunder administered by any other such Trustee and that no Trustee shall
     be responsible for any notice given to, or received by, or any act or
     failure to act on the part of any other Trustee hereunder; and upon the
     execution and delivery of such supplemental indenture the resignation or
     removal of the retiring Trustee shall become effective to the extent
     provided therein, such retiring Trustee shall with respect to the
     Securities of that or those series to which the appointment of such
     successor Trustee relates have no further responsibility for the exercise
     of rights and powers or for the performance of the duties and obligations
     vested in the Trustee under this Indenture other than as hereinafter
     expressly set forth, and each such successor Trustee without any further
     act, deed or conveyance, shall become vested with all the rights, powers,
     trusts and duties of the retiring Trustee with respect to the Securities of
     that or those series to which the appointment of such successor Trustee
     relates; but, on request of the Company or any successor Trustee, such
     retiring Trustee shall duly assign, transfer and deliver to such successor
     Trustee, to the extent contemplated by such supplemental indenture, the
     property and money held by such retiring Trustee hereunder with respect to
     the Securities of that or those series to which the appointment of such
     successor Trustee relates.

          (c) Upon request of any such successor Trustee, the Company shall
     execute any and all instruments for more fully and certainly vesting in and
     confirming to such successor Trustee all such rights, powers and trusts
     referred to in subsection (a) or (b) of this Section, as the case may be.


                                      50
<PAGE>
 
          (d) No successor Trustee shall accept its appointment unless at the
     time of such acceptance such successor Trustee shall be qualified and
     eligible under this Article.

     SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

     SECTION 613.  APPOINTMENT OF AUTHENTICATING AGENT.

     The Trustee may appoint an Authenticating Agent or Agents acceptable to the
Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue or exchange, registration of transfer or
partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company.  Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.  Each Authenticating Agent shall at all
times be a bank or trust company or corporation organized and doing business and
in good standing under the laws of the United States, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $5,000,000 and subject to
supervision or examination by Federal or State authorities.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
In case at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

                                      51
<PAGE>
 
     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice of
resignation to the Trustee and to the Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company.  Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by United States first-class mail, postage prepaid, to all
Holders of Securities of the series with respect to which such Authenticating
Agent shall serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent
herein.  No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation, including reimbursement of its reasonable expenses for
its services under this Section.

     The provisions of Sections 308, 604 and 605 shall be applicable to each
Authenticating Agent.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to or in lieu of the Trustee's certificate of authentication, an
alternative certificate of authentication substantially in the following form:

                                      52
<PAGE>
 
     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.


                              __________________________________________________
                                                                      as Trustee


                              By  ______________________________________________
                                                         as Authenticating Agent


                              By  ______________________________________________
                                                              Authorized Officer

     If all of the Securities of any series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel) by the
Company, shall appoint in accordance with this Section 613, and on terms
acceptable to the Trustee, an Authenticating Agent having an office in a Place
of Payment designated by the Company with respect to such series of Securities.


                                 ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 701.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS OF
SECURITIES.

     The Company shall furnish or cause to be furnished to the Trustee:

          (a) semi-annually, not later than May 15 and November 15 in each year,
     commencing November 15, 1995, a list, in such form as the Trustee may
     reasonably require, of the names and addresses of the Holders of Securities
     as of a date not more than 15 days prior to the date of delivery thereof,
     and

          (b) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished,

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished for Securities for which the Trustee
acts as Security Registrar.


                                      53
<PAGE>
 
     SECTION 702.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

     The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.

     Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities in accordance with Section 312(c) of
the Trust Indenture Act, regardless of the source from which such information
was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 312(b) of the
Trust Indenture Act.

     SECTION 703.  REPORTS BY TRUSTEE.

          (a) Within 60 days after May 15 of each year commencing with the first
     May 15 after the first issuance of Securities pursuant to this Indenture,
     if required by Section 313(a) of the Trust Indenture Act, the Trustee shall
     transmit a brief report dated as of such May 15 with respect to any of the
     events specified in said Section 313(a) which may have occurred since the
     later of the immediately preceding May 15 and the date of this Indenture.

          (b) The Trustee shall transmit the reports required by Section 313(b)
     of the Trust Indenture Act at the times specified therein.

          (c) Reports pursuant to this Section shall be transmitted in the
     manner and to the Persons required by Sections 313(c) and (d) of the Trust
     Indenture Act.

     SECTION 704.  REPORTS BY COMPANY.

          (a) The Company, pursuant to Section 314(a) of the Trust Indenture
     Act, shall:

               (i) file with the Trustee, within 15 days after the Company is
          required to file the same with the Commission, copies of the annual
          reports and of the information, documents, and other reports (or
          copies of such portions of any of the foregoing as the Commission may
          from time to time by rules and regulations prescribe) which the
          Company may be required to file with the Commission pursuant to
          Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
          amended; or, if the Company is not required to file information,
          documents or reports pursuant to either of said Sections, then it
          shall file with the Trustee and the Commission, in accordance with
          rules and regulations prescribed from time to time by the Commission,
          such of the supplementary and periodic information, documents and
          reports which may be required pursuant to Section 13 of the Securities
          Exchange Act of 1934, as


                                      54
<PAGE>
 
          amended, in respect of a security listed and registered on a national
          securities exchange as may be prescribed from time to time in such
          rules and regulations;

               (ii) file with the Trustee and the Commission, in accordance with
          rules and regulations prescribed from time to time by the Commission,
          such additional information, documents and reports with respect to
          compliance by the Company with the conditions and covenants of this
          Indenture as may be required from time to time by such rules and
          regulations; and

               (iii)  transmit to the Holders of Securities within 30 days after
          the filing thereof with the Trustee, in the manner and to the extent
          provided in Section 313(c) of the Trust Indenture Act, such summaries
          of any information, documents and reports required to be filed by the
          Company pursuant to subsections (i) and (ii) of this Section 704(a) as
          may be required by rules and regulations prescribed from time to time
          by the Commission.

          (b) The Company shall notify the Trustee when and as the Securities of
     any series become admitted to trading on any national securities exchange.

                                 ARTICLE EIGHT

                      CONSOLIDATION, MERGER, OR CONVEYANCE

     SECTION 801.  CONSOLIDATIONS AND MERGERS OF COMPANY AND CONVEYANCES
PERMITTED SUBJECT TO CERTAIN CONDITIONS.

     The Company may consolidate with, merge with or into, or, if no Preferred
Securities are then outstanding, convey, transfer or lease all or substantially
all of its assets to any other Person, provided that (a) (i) in the case of a
merger, the Company is the surviving entity in such merger, or (ii) in the case
of a merger in which the Company is not the surviving entity or in the case of a
consolidation or a conveyance, transfer or lease of assets, the Person into
which the Company is merged or which is formed by such consolidation or the
Person which acquires by conveyance, transfer or lease all or substantially all
of the assets of the Company shall be a Person duly organized and validly
existing under the laws of the United States of America or a State thereof and
(x) such Person shall expressly assume by supplemental indenture, in form
satisfactory to the Trustee, executed and delivered to the Trustee by such
Person, the due and punctual payment of the principal of and any premium and
interest (including Additional Interest) on all the Securities, according to
their tenor, and the due and punctual performance and observance of all of the
other covenants of this Indenture and the Securities to be performed by the
Company, and, (y) if any Preferred Securities are then outstanding, such Person
shall expressly assume, in a written instrument delivered to the Managing Member
of the American General LLC which issued such Preferred Securities, all of the
obligations of the Company under the Guarantee related to such Preferred
Securities, and (b) in each case, after giving effect to such consolidation,
merger, conveyance, transfer or lease, no Event of

                                      55
<PAGE>
 
Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing.

     SECTION 802.  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

     In case of any such merger in which the Company is not the surviving entity
or any such consolidation, conveyance, transfer or lease and upon any such
assumption by the successor Person, such successor Person shall succeed to and
be substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and the predecessor, except in the event
of a conveyance by way of lease, shall be relieved of any further obligation
under this Indenture and the Securities and, if applicable, the Guarantee
assumed by such successor Person.  Such successor Person thereupon may cause to
be signed, and may issue either in its own name or in the name of the Company,
any or all of the Securities issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee, and, upon the order of
such successor, instead of the Company, and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor thereafter shall cause to be signed and
delivered to the Trustee for that purpose.  All the Securities so issued shall
in all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

     In case of any such merger, consolidation, conveyance, transfer or lease,
such changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

     SECTION 803.  OFFICERS' CERTIFICATE AND OPINION OF COUNSEL.

     The Trustee, subject to the provisions of Sections 601 and 603, may receive
an Officers' Certificate and an Opinion of Counsel as conclusive evidence that
any such merger, consolidation, conveyance, transfer or lease, and any such
assumption by the successor Person, complies with the provisions of this
Article.


                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

     SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

     Without the consent of any Holders of Securities, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

                                      56
<PAGE>
 
          (a) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company herein
     and in the Securities contained; or

          (b) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of such
     series) or to surrender any right or power herein conferred upon the
     Company; or

          (c) to add any additional Events of Default with respect to all or any
     series of Securities; or

          (d) to add to or change any of the provisions of this Indenture to
     change or eliminate any restrictions on the payment of principal (or
     premium, if any) or any interest (including Additional Interest) with
     respect to Securities, to modify the provisions relating to global
     Securities, or to permit the issuance of Securities in bearer or
     uncertificated form, provided that any such action shall not adversely
     affect the interests of the Holders of Securities of any series in any
     material respect; or

          (e) to add to, change or eliminate any of the provisions of this
     Indenture in respect of one or more series of Securities, provided that any
     such addition, change or elimination not otherwise permitted under this
     Section 901 shall (i) become effective only when there is no Security
     Outstanding of any series created prior to the execution of such
     supplemental indenture which is entitled to the benefit of such provision
     or (ii) not apply to any Security then Outstanding; or

          (f)  to secure the Securities; or

          (g) to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301; or

          (h) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or to facilitate the administration of
     the trusts hereunder by more than one Trustee pursuant to the requirements
     of Section 611(b); or

          (i) to provide that the Company shall be deemed to have paid and
     discharged the entire indebtedness on all the Outstanding Securities of any
     series on the 91st day after the date of the deposit referred to in
     paragraph (5) hereof, and that the provisions of this Indenture, as it
     relates to such Outstanding Securities shall no longer be in effect (and
     the Trustee, at the expense of the Company, shall at Company Request,
     execute proper instruments acknowledging the same), except as to:


                                      57
<PAGE>
 
               (1) the rights of Holders of Securities to receive, from the
          trust funds described in paragraph (4) hereof, (i) payment of the
          principal of (and premium, if any) and interest (including any
          Additional Interest) on the Outstanding Securities of that series on
          the Stated Maturity or Maturity of such principal, premium, if any,
          and interest and (ii) any mandatory sinking fund payments or analogous
          payments applicable to Securities of such series on the day on which
          such payments are due and payable in accordance with the terms of this
          Indenture and of such Securities;

               (2) the Company's obligations with respect to such Securities
          under Sections 305, 306, 402, 1002 and 1003,

               (3) the rights, powers, trusts, duties and immunities of the
          Trustee hereunder, and

               (4) such other rights, if any, that are specified in such
          supplemental indenture as surviving such payment and discharge;

     provided that the following conditions shall have been satisfied:

               (5) with reference to such provision, the Company has irrevocably
          deposited or caused to be irrevocably deposited (except as provided in
          Section 402(c)) with the Trustee, as trust funds and/or obligations in
          trust, specifically pledged as security for, and dedicated solely to,
          the benefit of the Holders of the Securities of that series, (i) money
          in an amount, or (ii) Government Obligations which through the payment
          of interest and principal in respect thereof in accordance with their
          terms, without consideration of any reinvestment thereof, will provide
          not later than one day before the due date of any payment referred to
          in clause (A) or (B) of this paragraph (4) money in an amount or (iii)
          a combination thereof, sufficient, as expressed in a Certificate of a
          Firm of Independent Public Accountants delivered to the Trustee, to
          pay and discharge (A) the principal of (and premium, if any) and
          interest (including any Additional Interest) on the Outstanding
          Securities of that series due on the Stated Maturity or Maturity of
          such principal, premium, if any, and/or interest and (B) any mandatory
          sinking fund payments or analogous payments applicable to Securities
          of such series on the day on which such payments are due and payable
          in accordance with the terms of this Indenture and of such Securities;

               (6) such deposit shall not cause the Trustee with respect to the
          Securities of that series to have a conflicting interest for purposes
          of the Trust Indenture Act with respect to the Securities of any
          series;

               (7) such deposit will not result in a breach or violation of, or
          constitute a default under, this Indenture or any other agreement or
          instrument relating to borrowed money, pursuant to which in excess of

                                      58
<PAGE>
 
          $10,000,000 principal amount is then outstanding, to which the Company
          is a party or by which it is bound;

               (8) such provision would not cause the Outstanding Securities of
          such series then listed on the New York Stock Exchange to be delisted
          as a result thereof;

               (9) no Event of Default or event which with notice or lapse of
          time or both would become an Event of Default with respect to
          Securities of that series shall have occurred and be continuing on the
          date of such deposit or during the period ending on the 91st day after
          such date;

               (10) the Company has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel to the effect that (i) the
          Company has received from, or there has been published by, the United
          States Internal Revenue Service a ruling, or (ii) since the date of
          this Indenture there has been a change in the applicable Federal
          income tax law, in either case, to the effect that Holders of the
          Securities of such series will not recognize income, gain or loss for
          Federal income tax purposes as a result of such deposit, defeasance
          and discharge and will be subject to Federal income tax on the same
          amount and in the same manner and at the same times, as would have
          been the case if such deposit, defeasance and discharge had not
          occurred;

               (11) if the Securities of such series are to be redeemed, either
          notice of such redemption shall have been given or the Company shall
          have given the Trustee irrevocable directions to give notice of such
          redemption in the name, and at the expense of the Company, under
          arrangements satisfactory to the Trustee;

               (12) the Company has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel each stating that all conditions
          precedent provided for relating to the defeasance contemplated by such
          provision have been complied with; and

               (13) such supplemental indenture shall contain a provision
          substantially to the same effect as the last paragraph of Section 1010
          but relating to the Securities to be discharged under the terms of
          such supplemental indenture; or

          (j) to add to, delete from or revise the conditions, limitations and
     restrictions on the authorized amount, terms or purposes of issue,
     authentication and delivery of Securities, as herein set forth; or

          (k) to make provision with respect to the conversion or exchange
     rights of the Holders of any series of Securities pursuant to the
     requirements of the


                                      59
<PAGE>
 
     supplemental indenture, Board Resolution, or other instrument establishing
     the terms of such series of Securities; or

          (l) subject to Section 903(a), to make any change in Article Thirteen
     that would limit or terminate the benefits available to any holder of
     Senior Indebtedness under such Article; or

          (m) to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture, provided such action shall not
     adversely affect the interests of the Holders of Securities of any series
     in any material respect.

     No consent of the holders of any Preferred Securities shall be required in
connection with any supplemental indenture entered into pursuant to this Section
901.

     SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

     With the consent of the Holders of a majority in aggregate principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of such Holders delivered to the Company and the Trustee, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby:

          (i) change the Stated Maturity of the principal of, or any installment
     of principal of or interest (including Additional Interest) on, any
     Security, or change any obligation of the Company to pay Additional Amounts
     pursuant to Section 1004 (except as contemplated by Section 801 and
     permitted by Section 901(a) and (d)), or reduce the principal amount
     thereof, any premium payable upon the redemption thereof or the rate or
     amount of interest (including Additional Interest) payable thereon, or
     adversely affect any right of repayment at the option of the Holder of any
     Security, or, subject to the provisions of Section 1002, change any Place
     of Payment where, or the coin or currency in which, the principal of any
     Security or any premium or interest (including any Additional Interest) on
     any Security is payable, or impair the right to institute suit for the
     enforcement of any such payment on or after the Stated Maturity thereof
     (or, in the case of redemption, on or after the Redemption Date or, in the
     case of repayment at the option of the Holder, on or after the date for
     repayment); or

          (ii) adversely affect any right to convert or exchange any Security or
     modify the provisions of this Indenture with respect to the subordination
     of the Securities in a manner adverse to such Holder; or

                                      60
<PAGE>
 
          (iii)  reduce the percentage in aggregate principal amount of the
     Outstanding Securities of any series, the consent of whose Holders is
     required for any such supplemental indenture, or the consent of whose
     Holders is required for any waiver (of compliance with certain provisions
     of this Indenture or certain defaults hereunder and their consequences)
     provided for in this Indenture or reduce the requirements of Section 1404
     for quorum or voting; or

          (iv) modify any of the provisions of this Section, Section 513 or
     Section 1009, except to increase the percentage in aggregate principal
     amount of the Outstanding Securities of any series, the consent of whose
     Holders is required for the actions specified herein or therein, or to
     provide that certain other provisions of this Indenture cannot be modified
     or waived without the consent of the Holder of each Outstanding Security
     affected thereby; provided, however, that this subsection shall not be
     deemed to require the consent of any Holder of Securities with respect to
     changes in the references to "the Trustee" and concomitant changes in this
     Section and Section 1009, or the deletion of this proviso, in accordance
     with the requirements of Section 901(h).

     SECTION 903.  GENERAL PROVISIONS REGARDING SUPPLEMENTAL INDENTURES.

     (a) A supplemental indenture entered into pursuant to Section 901 or
Section 902 may not make any change that adversely affects the rights under
Article Thirteen of any holder of Senior Indebtedness then outstanding unless
the holders of such Senior Indebtedness (or any group or representative thereof
authorized to give a consent) consent to such change.  Moreover, prior to a
Special Event Exchange with respect to a series of Preferred Securities then
outstanding, no such supplemental indenture entered into pursuant to Section 902
shall amend the series of Securities related to such series of Preferred
Securities or the provisions of this Indenture benefiting such series of
Securities unless the prior approval of the holders of at least 66% of the
aggregate liquidation preference of the Preferred Securities of such series then
outstanding is obtained; provided, however, that where a consent of each Holder
of Securities of a particular series is required pursuant to Section 902, the
prior consent of each holder of the related series of Preferred Securities shall
be first obtained.

     (b) A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series (or the holders of
Preferred Securities of any series not related to such particular series of
Securities).

     (c) It shall not be necessary for any Act of Holders of Securities or
action of the holders of Preferred Securities under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act or action shall approve the substance thereof.


                                      61
<PAGE>
 
     SECTION 904.  EXECUTION OF SUPPLEMENTAL INDENTURES.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.  The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     SECTION 905.  EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

     SECTION 906.  CONFORMITY WITH TRUST INDENTURE ACT.

     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

     SECTION 907.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

     Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture.  If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


                                  ARTICLE TEN

                                   COVENANTS

     SECTION 1001.  PAYMENT OF PRINCIPAL, ANY PREMIUM AND INTEREST.

     The Company covenants and agrees for the benefit of the Holders of
Securities of each series that it will duly and punctually pay the principal of
and any premium and interest, including any Additional Interest (subject to any
right of the Company to extend an interest payment period or, if so provided
pursuant to Section 301, to exchange a Security upon the Maturity of such
Security for another Security and subject to Section 1502) on the

                                      62
<PAGE>
 
Securities of that series in accordance with the terms of such series of
Securities and this Indenture.

     SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.

     The Company shall maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for conversion or exchange or for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served, and the Company hereby initially
appoints the Trustee at its Corporate Trust Office as its agent to receive all
such presentations, surrenders, notices and demands, other than the surrender of
Securities for conversion or exchange, which shall be made at the office of
Chemical Mellon Shareholder Services, LLC in New York City or at such other
office as may be specified in the supplemental indenture, Board Resolution or
other instrument authorizing such series of Securities.  The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of each such office or agency.  If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes.  The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.  Unless otherwise set forth in, or
pursuant to, a Board Resolution or any indenture supplemental hereto with
respect to a series of Securities, the Company hereby designates as the Place of
Payment for each series of Securities the Borough of Manhattan, The City of New
York, and initially appoints the Trustee at its Corporate Trust Office as Paying
Agent and, except as provided in the first sentence of the preceding paragraph,
as its agent to receive all such presentations, surrenders, notices and demands.

     SECTION 1003.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it shall, on or before each due date of the
principal of and any premium or interest (including any Additional Interest) on
any of the Securities of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal,
any premium and interest (including any Additional Interest) so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and shall promptly notify the Trustee of its action or failure so to
act.


                                      63
<PAGE>
 
     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it shall, on or prior to each due date of the principal of and any
premium or interest (including any Additional Interest) on any Securities of
that series, deposit with a Paying Agent a sum sufficient to pay the principal,
any premium and interest (including any Additional Interest) so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal, premium and interest (including any Additional Interest), and (unless
such Paying Agent is the Trustee) the Company shall promptly notify the Trustee
of its action or failure so to act.

     The Company shall cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

          (a) hold all sums held by it for the payment of the principal of and
     any premium or interest (including any Additional Interest) on Securities
     of that series in trust for the benefit of the Persons entitled thereto
     until such sums shall be paid to such Persons or otherwise disposed of as
     provided in or pursuant to this Indenture;

          (b) give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities of that series) in the making of any
     payment of the principal of, or premium, if any, or interest (including any
     Additional Interest) on Securities of that series; and

          (c) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge or defeasance of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

     Except as otherwise specified as contemplated by Section 301 for Securities
of any particular series, any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of
and any premium or interest (including any Additional Interest) on any Security
of any series and remaining unclaimed for two years after such principal and any
premium or interest (including any Additional Interest) has become due and
payable shall be paid to the Company upon Company Request along with interest,
if any, that has been accumulated thereon or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment of such
principal, premium or interest (including any Additional Interest), without
interest thereon,

                                      64
<PAGE>
 
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper in each Place of Payment for such
series or to be mailed to Holders of Securities of such series, or both, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication or
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company.

     SECTION 1004.  ADDITIONAL AMOUNTS.

     If the Securities of a series provide for the payment of Additional Amounts
to the Holders of such Securities, then the Company shall pay to each Holder of
such Securities the Additional Amounts as provided therein.

     Except as otherwise provided in or pursuant to this Indenture, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities upon which such Additional Amounts shall be payable (or, if the
Securities of that series shall not bear interest prior to Maturity, the first
day on which a payment of principal and any premium is made), and at least 10
days prior to each date of payment of principal and any premium or interest if
there has been any change with respect to the matters set forth in the below-
mentioned Officers' Certificate, the Company will furnish the Trustee and the
Company's Paying Agent or Paying Agents, if other than the Trustee or the
Company, with an Officers' Certificate stating the amount of the Additional
Amount payable per minimum authorized denomination of such Securities (and, if
such Additional Amounts are payable only with respect to particular Securities,
then the names of the Holders of such Securities).

     SECTION 1005.  CORPORATE EXISTENCE.

     Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the rights (charter and statutory) and franchises of the Company,
provided, however, that the Company shall not be required to preserve any such
right or franchise if the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and that
the loss thereof is not disadvantageous in any material respect to the Holders
of Securities.

     SECTION 1006.  LIMITATIONS ON DIVIDENDS AND CERTAIN OTHER PAYMENTS.

     The Company covenants, for the benefit of the Holders of each series of
Securities, that, subject to the next succeeding sentence, it shall not declare
or pay any dividend on, and it shall not, nor shall it permit any of its
Subsidiaries to, redeem, purchase, acquire or make a liquidation payment with
respect to, any shares of American General Capital Stock, or make any guarantee
payments with respect to the foregoing, if at such time (a) the Company shall
have given notice of its election to extend an interest payment period for such
series


                                      65
<PAGE>
 
of Securities in accordance with the terms of such Securities and such extension
shall be continuing, (b) the Company shall be in default with respect to its
payment or other obligations under the Guarantee with respect to the series of
Preferred Securities related to such series of Securities, or (c) an Event of
Default hereunder with respect to such series of Securities shall have occurred
and be continuing.  The preceding sentence, however, shall not restrict (i) the
purchase or acquisition of shares of American General Common Stock in connection
with the satisfaction by the Company or a Subsidiary of its obligations under
any employee benefit plan or the satisfaction by the Company of its obligations
pursuant to any put contract requiring the Company to purchase any American
General Common Stock, (ii) any of the actions described in the preceding
sentence resulting from any reclassification of American General Capital Stock
or the exchange or conversion of one class or series of American General Capital
Stock for another class or series of American General Capital Stock, (iii)
redemptions or purchases of any share purchase rights issued by the Company
pursuant to its Rights Agreement, dated as of July 27, 1989, between the Company
and First Chicago Trust Company of New York, as the same may exist at the time,
(iv) the declaration and payment of a dividend or distribution of similar share
purchase rights in the future, or (v) the purchase of fractional interests in
shares of American General Capital Stock pursuant to the conversion or exchange
provisions of such American General Capital Stock or the security being
converted or exchanged.  The Company covenants that it shall take all actions
necessary to ensure the compliance of its Subsidiaries with this Section 1006.

     SECTION 1007.  CERTAIN COVENANTS REGARDING THE AMERICAN GENERAL LLCS.

     (a) The Company covenants that, prior to a Special Event Exchange of a
series of Preferred Securities which is then outstanding, the Company shall:

            (i) not cause or permit any LLC Common Securities of the American
     General LLC that is the issuer of the Preferred Securities of such series
     to be transferred (other than, in the case of the Company, in connection
     with a merger or consolidation permitted by Article Eight or, in the case
     of the Managing Member of such American General LLC, in connection with any
     merger or consolidation involving such Managing Member);

            (ii) maintain direct or indirect ownership of all outstanding LLC
     Common Securities and other limited liability company interests (other than
     Preferred Securities) of the American General LLC that is the issuer of the
     Preferred Securities of such series, except as may be permitted by the
     applicable LLC Agreement;

            (iii)  cause at least 21% of all interests in the capital, income,
     gain, loss, deduction and credit of such American General LLC to be
     represented by the LLC Common Securities of such American General LLC;

            (iv) not voluntarily liquidate, dissolve or wind-up (other than in
     connection with a merger or consolidation permitted by Article Eight) or
     permit the Managing Member of the American General LLC that is the issuer
     of the Preferred

                                      66
<PAGE>
 
     Securities of such series, or such American General LLC, to voluntarily
     liquidate, dissolve or wind-up (except, in the case of such Managing
     Member, in connection with any merger or consolidation involving such
     Managing Member and, in the case of such American General LLC, in
     connection with or after an exchange of all outstanding series of Preferred
     Securities of such American General LLC for the related series of
     Securities, if so provided in the applicable Written Action);

            (v) cause American General Delaware Management Corporation or any
     successor thereto by merger or consolidation to remain the Managing Member
     of such American General LLC and to perform timely all of its duties as
     such Managing Member (including the duty to cause such American General LLC
     to declare and pay dividends on such series of Preferred Securities to the
     extent set forth in the applicable LLC Agreement and the Written Action
     authorizing such series of Preferred Securities); and

            (vi) if so provided in the applicable Written Action and in the
     supplemental indenture, Board Resolution or other instrument authorizing
     the related series of Securities pursuant to Section 301, issue and/or
     deliver American General Preferred Stock or American General Common Stock,
     as the case may be, upon an election by the holder or holders of the
     Preferred Securities of the related series to exchange their Preferred
     Securities of such series for Securities of the related series and
     thereafter convert such Securities into shares of American General
     Preferred Stock or American General Common Stock.

     (b) The Company also covenants that, prior to a Special Event Exchange of a
series of Preferred Securities which is then outstanding, the Company shall not
permit the Managing Member of the American General LLC that is the issuer of
such series of Preferred Securities to do any of the following:

            (i) at any time at which a Special Trustee has been appointed with
     respect to such series of Preferred Securities, directing the time, method
     and place of conducting any proceeding for any remedy available to the
     Special Trustee or the Trustee, or the exercise of any trust or power
     conferred on the Special Trustee or the Trustee, with respect to the
     related series of Securities;

            (ii) waiving compliance with, or any past default under, the related
     series of Securities or this Indenture (to the extent that a Holder of
     Securities of such series is entitled to the benefits of the covenant or
     agreement waived or breached);

            (iii)  exercising any right to rescind or annul a declaration that
     the principal of the Securities of such related series shall be due and
     payable; or

            (iv) consenting to any amendment, or modification of the Securities
     of such related series or of this Indenture;


                                      67
<PAGE>
 
without, in each case, obtaining the prior approval of the holders of at least
66-2/3% of the aggregate liquidation preference of the outstanding Preferred
Securities of such series; provided, however, that, where a waiver or consent to
an amendment or modification of a Security or this Indenture under the related
series of Securities would, under this Indenture, require the waiver or consent
of each Holder of such Securities affected thereby, the Company shall not permit
such Managing Member to grant such waiver or consent without the prior consent
of each holder of the Preferred Securities of such series.  The Company shall
not permit such Managing Member to revoke any action previously authorized or
approved by a vote or the consent of the holders of Preferred Securities of such
series without the approval of the holders of at least 66-2/3% of the aggregate
liquidation preference of the Preferred Securities of such series then
outstanding (or, if such action required the approval of each holder of
Preferred Securities of such series, then only with the approval of each such
holder).

     SECTION 1008.  STATEMENT AS TO COMPLIANCE; CERTAIN NOTICES.

            (a) The Company shall deliver to the Trustee, within 120 days after
     the end of each fiscal year, a written statement, which need not comply
     with Section 102, signed by the principal executive officer, the principal
     financial officer or the principal accounting officer of the Company, as to
     his or her knowledge of the Company's compliance with all conditions and
     covenants under this Indenture.  For purposes of this Section 1008, such
     compliance shall be determined without regard to any period of grace or
     requirement of notice under this Indenture.

            (b) The Company shall deliver to the Trustee, no later than the
     Business Day on which the event occurs, written notice of the liquidation,
     dissolution or winding-up of an American General LLC if such liquidation,
     dissolution or winding-up would cause the principal of one or more series
     of Securities related to the Preferred Securities issued by such American
     General LLC to mature earlier than the Stated Maturity of any such series
     of Securities.

            (c) The Company shall deliver to the Trustee, within five days after
     the occurrence thereof, written notice of any event which after notice or
     lapse of time or both would become an Event of Default pursuant to Section
     501.

     SECTION 1009.  WAIVER OF CERTAIN COVENANTS.

            (a) The Company may omit in any particular instance to comply with
     any covenant or condition set forth in Section 1005 or 1006 and any
     covenant not currently included in this Indenture but specified as
     applicable to a series of Securities as contemplated by Section 301, with
     respect to the Securities of any series if, before or after the time for
     such compliance, the Holders of a majority in principal amount of the
     Outstanding Securities of such series (and, prior to a Special Event
     Exchange with respect to the Securities of such series, the holders of at
     least 66 2/3% of the aggregate liquidation preference of the Preferred
     Securities of the related series then outstanding) shall, by Act of such
     Holders, either waive such


                                      68
<PAGE>
 
     compliance in such instance or generally waive compliance with such
     covenant or condition.

            (b) No waiver granted pursuant to this Section 1009 shall extend to
     or affect a covenant or condition except to the extent so expressly waived,
     and, until such waiver shall become effective, the obligations of the
     Company and the duties of the Trustee in respect of any such covenant or
     condition shall remain in full force and effect.

     SECTION 1010.  DEFEASANCE OF CERTAIN OBLIGATIONS.

     If this Section 1010 is specified, as contemplated by Section 301, to be
applicable to Securities of any series, the Company may omit to comply with any
term, provision or condition set forth in Sections 1005 and 1006 and any
additional covenants not currently included in this Indenture specified as
applicable to the Securities of such series as contemplated by  Section 301, if

            (a) with reference to this Section 1010, the Company has irrevocably
     deposited or caused to be irrevocably deposited (except as provided in
     Section 402) with the Trustee, as trust funds and/or obligations in trust,
     specifically pledged as security for, and dedicated solely to, the benefit
     of the Holders of the Securities of that series, (i) money in an amount, or
     (ii) Government Obligations which through the payment of interest and
     principal in respect thereof in accordance with their terms, without
     consideration of any reinvestment thereof, will provide not later than one
     day before the due date of any payment referred to in clause (A) or (B) of
     this subsection (a) money in an amount, or (iii) a combination thereof,
     sufficient, as expressed in a Certificate of a Firm of Independent Public
     Accountants delivered to the Trustee, to pay and discharge (A) the
     principal of (and premium, if any) and interest (including any Additional
     Interest) on the Outstanding Securities of that series due on the Stated
     Maturity or Maturity of such principal, premium, if any, and interest and
     (B) any mandatory sinking fund payments or analogous payments applicable to
     Securities of such series on the day on which such payments are due and
     payable in accordance with the terms of this Indenture and of such
     Securities;

            (b) such deposit shall not cause the Trustee with respect to the
     Securities of that series to have a conflicting interest for purposes of
     the Trust Indenture Act with respect to the Securities of any series;

            (c) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument relating to the borrowing of money, pursuant to which in excess
     of $10,000,000 principal amount is then outstanding, to which the Company
     is a party or by which it is bound;

            (d) such deposit would not cause the Outstanding Securities of such
     series then listed on the New York Stock Exchange to be delisted as a
     result thereof;



                                      69
<PAGE>
 
            (e) no Event of Default or event which with notice or lapse of time
     or both would become an Event of Default with respect to Securities of that
     series shall have occurred and be continuing on the date of such deposit;

            (f) the Company has delivered to the Trustee an Opinion of Counsel
     to the effect that Holders of the Securities of such series will not
     recognize income, gain or loss for Federal income tax purposes as a result
     of such deposit and defeasance of certain obligations and will be subject
     to Federal income tax on the same amount and in the same manner and at the
     same times, as would have been the case if such deposit and defeasance had
     not occurred;

            (g) if the Securities of such series are to be redeemed, either
     notice of such redemption shall have been given or the Company shall have
     given the Trustee irrevocable direction to give notice of such redemption
     in the name and at the expense of the Company, under arrangements
     satisfactory to the Trustee; and

            (h) the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel each stating that all conditions
     precedent herein provided for relating to the defeasance contemplated by
     this Section have been complied with.

     In the event that, subsequent to the date a defeasance is effected pursuant
to this Section 1010 with respect to Securities of any series, Additional
Amounts in excess of those established as of the date such defeasance is
effected become payable in respect of such Securities, in order to preserve the
benefits of the defeasance established hereunder with respect to such series,
the Company shall irrevocably deposit or cause to be irrevocably deposited in
accordance with the provisions of subsection (a) of this Section 1010, within
ten Business Days prior to the earlier to occur of (i) one year after the
existence of such excess Additional Amounts is established and (ii) the date the
first payment in respect of any portion of such excess Additional Amounts
becomes due, such additional funds as are necessary to satisfy the provisions of
such subsection (a) as if a defeasance were being effected as of the date of
such subsequent deposit.  For purposes of this paragraph, the existence of
excess Additional Amounts shall be deemed to have been established as of the
date the governmental authority imposing the tax, duty, assessment or other
governmental charge resulting in the Additional Amounts first publishes the
legislation, regulation or other enactment adopting such tax, duty, assessment
or other governmental charge.  Failure to comply with the requirements of this
paragraph shall result in the termination of the benefits of the defeasance
established by this Section 1010 with respect to the Securities of such series.


                                      70
<PAGE>
 
                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

     SECTION 1101.  APPLICABILITY OF ARTICLE.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.

     SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution.  In case of any redemption at the option of
the Company of Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless all Securities of such
series then Outstanding are held by an American General LLC, in which event, at
least five Business Days prior to such Redemption Date and, in any case, unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series to
be redeemed.  In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (ii) pursuant to an election of
the Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

     SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If less than all the Securities of any series with the same terms are to be
redeemed, the particular Securities to be redeemed shall be selected by the
Trustee, not more than 60 days prior to the Redemption Date, from the
Outstanding Securities of such series having such terms not previously called
for redemption, by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series.

     The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Security redeemed or to be redeemed only in part, to the portion of
the principal amount of such Security which has been or is to be redeemed.


                                      71
<PAGE>
 
     SECTION 1104.  NOTICE OF REDEMPTION.

     Notice of redemption shall be given in the manner provided in Section 106,
not less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in Section 1108 or  in the Securities to be redeemed
or unless all Securities to be redeemed are held by an American General LLC, in
which event such notice shall, except as provided in Section 1108, be given at
least one Business Day prior to such Redemption Date, to each Holder of
Securities to be redeemed.  Failure to give such notice by mailing in the manner
therein provided to the Holder of any Security designated for redemption as a
whole or in part, or any defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the redemption of any other such
Security or portion thereof.

     Any notice that is given in the manner provided in Section 106 shall be
conclusively presumed to have been duly given, whether or not the Holder of
Securities receives the notice.

     All notices of redemption shall state, to the extent applicable:

            (a)  the Redemption Date;

            (b) the Redemption Price and accrued interest (including Additional
     Interest), if any;

            (c) if less than all Outstanding Securities of any series having the
     same terms are to be redeemed, the identification (and, in the case of
     partial redemption, the principal amount) of the particular Security or
     Securities to be redeemed;

            (d) in case any Security is to be redeemed in part only, the notice
     which relates to such Security shall state that on and after the Redemption
     Date, upon surrender of such Security, the Holder of such Security will
     receive, without charge, a new Security or Securities of authorized
     denominations for the principal amount thereof remaining unredeemed;

            (e) that on the Redemption Date the Redemption Price and any accrued
     interest (including any Additional Interest) shall become due and payable
     upon each such Security or portion thereof to be redeemed and, if
     applicable, that interest thereon shall cease to accrue on and after said
     date;

            (f) that a Holder of Securities who desires to convert Securities
     called for redemption must satisfy the requirements for conversion
     contained in such Securities, the then existing conversion price or rate,
     and the date and time when the option to convert shall expire;

            (g) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price and any accrued interest (including any
     Additional Interest) pertaining thereto;


                                      72
<PAGE>
 
            (h) that the redemption is for a sinking fund, if such is the case;
     and

            (i) the CUSIP number (or any other numbers used by a Depository to
     identify such Securities), if any, of the Securities to be redeemed.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

     SECTION 1105.  DEPOSIT OF REDEMPTION PRICE.

     On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, except in the case of a sinking fund payment under Article Twelve,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay on the Redemption Date the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) any accrued interest
(including any Additional Interest) on all the Securities or portions thereof
which are to be redeemed on that date.

     SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE.

     If notice of redemption has been given as provided in Section 1104 (unless
such notice is not required pursuant to such Section or Section 1108), the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, together with any accrued
interest (including any Additional Interest) thereon, and from and after such
date (unless the Company shall default in the payment of the Redemption Price or
any accrued interest (including any Additional Interest)) such Securities shall
cease to bear interest.  Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with any accrued interest (and any Additional
Interest) to the Redemption Date; provided, however, that, except as may be
otherwise provided with respect to Securities convertible into another security
in the supplemental indenture, Board Resolution or other instrument authorizing
such Securities, installments of interest on Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Dates or Special Record Dates,
as the case may be, according to their terms and the provisions of Section 307.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal, any premium and, to the extent permitted
by applicable law, the interest required to be paid shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.


                                      73
<PAGE>
 
     SECTION 1107.  SECURITIES REDEEMED IN PART.

     Any Security which is to be redeemed only in part shall be surrendered at
any office or agency of the Company maintained for that purpose pursuant to
Section 1002 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series containing identical terms and provisions, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.  If a Security in global form is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to the
Depository for such Security, without service charge, a new Security in global
form in a denomination equal to and in exchange for the unredeemed portion of
the principal of the Security in global form so surrendered.

     SECTION 1108.  PERMITTED VARIATIONS.

     If an American General LLC is the Holder of all the Securities of a
particular series, then, in lieu of the provisions set forth in Section 1102,
1103 and 1104, the Company and such Holder may establish such alternative
provisions with respect to such series of Securities as the Company and the
Holder may agree and the Trustee may determine to be acceptable.  Additionally,
if a series of Securities is subject to mandatory redemption by reason of the
redemption or pre-payment of the series of Preferred Securities related to such
series of Securities, then no redemption notice need be mailed pursuant to this
Article to the Holder or Holders of such series of Securities.


                                 ARTICLE TWELVE

                                 SINKING FUNDS

     SECTION 1201.  APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an "optional sinking
fund payment."  If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202.  Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.


                                      74
<PAGE>
 
     SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of a series required to be made pursuant
to the terms of such Securities (i) deliver Outstanding Securities of such
series (other than any of such Securities previously called for redemption), and
(ii) apply as a credit Securities of such series which have been redeemed either
at the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, as provided for by the terms of such Securities;
provided that such Securities so delivered or applied as a credit have not been
previously so credited.  Such Securities shall be received and credited for such
purpose by the Trustee at the applicable Redemption Price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

     SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 60 days prior to each sinking fund payment date for any
series of Securities (or such shorter notice as the Trustee may approve), the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to
Section 1202, the basis for any such crediting, and the optional amount, if any,
to be added in cash to the next ensuing mandatory sinking fund payment, and will
also deliver to the Trustee any Securities to be so credited and not theretofore
delivered.  If such Officers' Certificate shall specify an optional amount to be
added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified.  Not less than
30 days before each such sinking fund payment date the Trustee shall, subject to
Section 1108, select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and, subject to Section
1108, cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 1104.  Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107.


                                      75
<PAGE>
 
                                 ARTICLE THIRTEEN

                                 SUBORDINATION

     SECTION 1301.  SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

     The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the payment of the principal
of, premium, if any, and interest (including all Additional Interest) on each
and all of the Securities are hereby expressly made subordinate and subject in
right of payment to the prior payment in full in cash of all Senior
Indebtedness.

     SECTION 1302.  PAYMENT OF PROCEEDS UPON DISSOLUTION, ETC.

     Upon any payment or distribution of assets of the Company to creditors upon
any liquidation, dissolution, winding-up, reorganization, assignment for the
benefit of creditors, marshalling of assets or liabilities or any bankruptcy,
insolvency or similar proceedings of the Company (each such event, if any,
herein sometimes referred to as a "Proceeding"):

            (a) the holders of Senior Indebtedness shall be entitled to receive
     payment in full in cash of all amounts due on or to become due on or in
     respect of all Senior Indebtedness (including any interest accruing thereon
     after the commencement of any such Proceeding, whether or not allowed as a
     claim against the Company in such Proceeding), before the Holders of the
     Securities are entitled to receive any payment or distribution (excluding
     any payment described in the last paragraph of this Section 1302 or any
     payment described in Section 1309), on account of the principal of,
     premium, if any, or interest (including any Additional Interest) on the
     Securities or on account of any purchase, redemption or other acquisition
     of Securities by the Company or any Subsidiary of the Company (all such
     payments, distributions, purchases, redemptions and acquisitions, whether
     or not in connection with a Proceeding, herein referred to, individually
     and collectively, as a "Securities Payment"); and

            (b) any payment or distribution of assets of the Company of any kind
     or character, whether in cash, property or securities, by set-off or
     otherwise, to which the Holders of the Securities or the Trustee would be
     entitled but for the provisions of this Article shall be paid by the
     liquidating trustee or agent or other Person making such payment or
     distribution, whether a trustee in bankruptcy, a receiver or liquidating
     trustee or otherwise, directly to the holders of Senior Indebtedness or the
     Designated Senior Holders, ratably according to the aggregate amounts
     remaining unpaid on account of the Senior Indebtedness held or represented
     by each, to the extent necessary to make payment in full in cash of all
     Senior Indebtedness remaining unpaid, after giving effect to any concurrent
     payment or distribution to the holders of such Senior Indebtedness.


                                      76
<PAGE>
 
     In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received in
connection with any Proceeding any Securities Payment before all Senior
Indebtedness is paid in full or payment thereof is provided for in cash, then
and in such event such Securities Payment shall be paid over or delivered
forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for application to the payment of all Senior Indebtedness
remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full
in cash after giving effect to any concurrent payment to or for the holders of
Senior Indebtedness.

     For purposes of this Article only, the words "payment or distribution" or
"any payment or distribution of any kind or character, whether in cash, property
or securities" shall not be deemed to include  a payment or distribution of
stock or securities of the Company provided for by a plan of reorganization or
readjustment authorized by an order or decree of a court of competent
jurisdiction in a reorganization proceeding under any applicable bankruptcy law
or of any other corporation provided for by such plan of reorganization or
readjustment, which stock or securities are subordinated in right of payment to
all then outstanding Senior Indebtedness to substantially the same extent, or to
a greater extent than, the Securities are so subordinated as provided in this
Article.  The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following
the conveyance, transfer or lease of all or substantially all of its properties
and assets to another Person upon the terms and conditions set forth in Article
Eight shall not be deemed a Proceeding for the purposes of this Section if the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance, transfer or lease such properties and
assets, as the case may be, shall, as a part of such consolidation, merger,
conveyance, transfer or lease, comply with the conditions set forth in Article
Eight.

     SECTION 1303.  NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.

     In the event that any Senior Payment Default (as defined below) shall have
occurred and be continuing, then no Securities Payment shall be made, unless and
until such Senior Payment Default shall have been cured or waived in writing or
shall have ceased to exist or all amounts then due and payable in respect of
such Senior Indebtedness (including, without limitation, amounts that have
become and remain due by acceleration) shall have been paid in full in cash.
"Senior Payment Default" means any default in the payment of the principal of,
premium, if any, or interest on any Senior Indebtedness when due, whether at the
stated maturity of any such payment or by declaration of acceleration, call for
redemption, notice of the exercise of an option to require such repayment,
mandatory payment or prepayment or otherwise.

     In the event that any Senior Nonmonetary Default (as defined below) shall
have occurred and be continuing, then, upon the receipt by the Company or the
Trustee of written notice of such Senior Nonmonetary Default from any holder or
the Designated Senior Holder of the Senior Indebtedness to which such Senior
Nonmonetary Default relates, no Securities Payment shall be made during the
period (the "Payment Blockage

                                      77
<PAGE>
 
Period") commencing on the date of such receipt by the Company or the Trustee of
such written notice and ending on the earlier of (i) the date, if any, on which
the Senior Indebtedness to which such Senior Nonmonetary Default relates is
discharged or such Senior Nonmonetary Default shall have been cured or waived in
writing or shall have ceased to exist and any acceleration of Senior
Indebtedness to which such Senior Nonmonetary Default relates shall have been
rescinded or annulled and (ii) the 179th day after the date of such receipt of
such written notice.  No more than one Payment Blockage Period may be commenced
with respect to the Securities during any period of 360 consecutive days and
there shall be a period of at least 181 consecutive days in each period of 360
consecutive days when no Payment Blockage Period is in effect.  Following the
commencement of any Payment Blockage Period, the holders of Senior Indebtedness
shall be precluded from commencing a subsequent Payment Blockage Period until
the conditions set forth in the preceding sentence shall have been satisfied.
For all purposes of this paragraph, no Senior Nonmonetary Default that existed
or was continuing on the date of commencement of any Payment Blockage Period
with respect to the Senior Indebtedness initiating such Payment Blockage Period
shall be, or may be made, the basis for the commencement of a subsequent Payment
Blockage Period by any holder of Senior Indebtedness or a Designated Senior
Holder unless such Senior Nonmonetary Default shall have been cured for a period
of not less than 90 consecutive days.  "Senior Nonmonetary Default" means any
default (other than a Senior Payment Default) or any event (other than a Senior
Payment Default) which, after notice or lapse of time (or both), would become an
event of default, under the terms of any instrument or agreement pursuant to
which any Senior Indebtedness is outstanding, permitting one or more holders of
such Senior Indebtedness or a Designated Senior Holder to declare such Senior
Indebtedness due and payable prior to the date on which it would otherwise
become due and payable.

     In the event that, notwithstanding the foregoing, the Company shall make
any Securities Payment to the Trustee or any Holder prohibited by the foregoing
provisions of this Section, then in such event such Securities Payment shall be
held in trust and paid over and delivered forthwith to the Designated Senior
Holders under the Senior Indebtedness or, if there is no Designated Senior
Holder with respect to such Senior Indebtedness, to the holders of such Senior
Indebtedness.

     The provisions of this Section shall not apply to any Securities Payment
with respect to which Section 1302 hereof would be applicable.

     SECTION 1304.  PAYMENT PERMITTED IF NO DEFAULT.

     Nothing contained in this Article or elsewhere in this Indenture or in any
of the Securities shall prevent the Company, at any time except during the
pendency of any Proceeding referred to in Section 1302 hereof or under the
conditions described in Section 1303 hereof, from making Securities Payments.
Nothing in this Article shall have any effect on the right of the Holders or the
Trustee to accelerate the maturity of the Securities upon the occurrence of an
Event of Default, but, in that event, no payment may be made in violation of the
provisions of this Article with respect to the Securities.  If payment of the

                                      78
<PAGE>
 
Securities is accelerated because of an Event of Default, the Company shall
promptly notify the holders of the Senior Indebtedness (or their
representatives) of such acceleration.

     SECTION 1305.  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

     Subject to the payment in full in cash of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments and distributions of cash, property
and securities applicable to the Senior Indebtedness until the principal of,
premium, if any, and interest (including Additional Interest) on the Securities
shall be paid in full.  For purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments pursuant to
the provisions of this Article to the holders of Senior Indebtedness by Holders
of the Securities or the Trustee, shall, as among the Company, its creditors
other than holders of Senior Indebtedness and the Holders of the Securities, be
deemed to be a payment or distribution by the Company to or on account of the
Senior Indebtedness.

     SECTION 1306.  PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

     The provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders on the one hand and the holders
of Senior Indebtedness on the other hand.  Nothing contained in this Article or
elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Securities, the obligation of the Company,
which is absolute and unconditional (and which, subject to the rights under this
Article of the holders of Senior Indebtedness, is intended to rank equally with
all other general obligations of the Company), to pay to the Holders of the
Securities the principal of, premium, if any, and interest (including Additional
Interest) on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder or,
under the conditions specified in Section 1303, to prevent any payment
prohibited by such Section or enforce their rights pursuant to the penultimate
paragraph in Section 1303.

     SECTION 1307.  TRUSTEE TO EFFECTUATE SUBORDINATION.

     Each Holder of a Security by his acceptance thereof authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article and appoints the
Trustee his attorney-in-fact for any and all such purposes, including, in the
event of any dissolution, winding-up, liquidation or reorganization of the
Company, whether in bankruptcy, insolvency, receivership


                                      79
<PAGE>
 
proceedings, or otherwise, the timely filing of a claim for the unpaid balance
of the indebtedness of the Company owing to such Holder in the form required in
such proceedings and the causing of such claim to be approved.  If the Trustee
does not file a proper claim at least 30 days before the expiration of the time
to file such claim, then the holders of the Senior Indebtedness and their
agents, trustees or other representatives are authorized to do so (but shall in
no event be liable for any failure to do so) for and on behalf of the Holders of
the Securities.

     SECTION 1308.  NO WAIVER OF SUBORDINATION PROVISIONS.

     No right of any present or future holder of any Senior Indebtedness to
enforce the subordination provisions provided herein shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof any such holder may have or
be otherwise charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following:  (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) permit the Company to borrow, repay and then
reborrow any or all of the Senior Indebtedness; (iii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iv) release any Person liable in any manner for the collection of
Senior Indebtedness; (v) exercise or refrain from exercising any rights against
the Company and any other Person; and (vi) apply any sums received by them to
Senior Indebtedness.

     SECTION 1309.  TRUST MONEYS NOT SUBORDINATED.

     Notwithstanding anything contained herein to the contrary, payments from
money or the proceeds of Government Obligations held in trust by the Trustee
under Article Four, under Section 1010, or under a supplemental indenture
containing the provisions described in Section 901(i) for the payment of the
principal of, premium, if any, and interest (including Additional Interest) on
any series of Securities shall not be subordinated to the prior payment of any
Senior Indebtedness or subject to the restrictions set forth in this Article,
and no Holder of such Securities nor the Trustee shall be obligated to pay over
any such amount to the Company, any holder of Senior Indebtedness, any
Designated Senior Holder or any other creditor of the Company.


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<PAGE>
 
     SECTION 1310.  NOTICE TO TRUSTEE.

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company that would prohibit the making of any payment to or by the
Trustee in respect of the Securities or that would end such prohibition.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that which would prohibit the making of any payment to or by the
Trustee in respect of the Securities or that would end such prohibition, unless
and until a Responsible Officer of the Trustee assigned to its Corporate Trustee
Administration Department (or in the absence of such a department, any
Responsible Officer of the Trustee) shall have received written notice thereof
from the Company, any holder of Senior Indebtedness or any Designated Senior
Holder; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 601 hereof, shall be entitled in all
respects to assume that no such facts exist; provided, however, that, if prior
to the close of business on the Business Day immediately preceding the date upon
which by the terms hereof any monies become payable hereunder (including,
without limitation, the payment of either the principal of, premium, if any, or
interest on a Security), the Trustee or any Paying Agent shall not have received
with respect to such monies the notice provided for in this Section 1310, then,
anything herein contained to the contrary notwithstanding, the Trustee or such
Paying Agent shall have full power and authority to receive such monies and
apply the same to the purpose for which they were received on the date payment
is due and, unless such payment is not made on that date, shall not be affected
by any notice to the contrary which may be received by it on or after the date
upon which such monies become due and payable.  Any notice required or permitted
to be given to the Trustee by the Company, a holder of Senior Indebtedness or
any Designated Senior Holder shall be in writing and shall be sufficient for
every purpose hereunder if in writing and either (i) sent via facsimile to the
Trustee to a facsimile number provided by the Trustee, the receipt of which
shall be confirmed via telephone, or (ii) mailed, first class postage prepaid,
or sent by overnight carrier, to the Trustee addressed to it, attention of its
Corporate Trustee Administration Department, at the address of its principal
corporate trust office specified in the first paragraph of this Indenture or at
any other address furnished in writing to the Company, such holder of Senior
Indebtedness or such Designated Senior Holder.

     Subject to the provisions of Section 601 hereof, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness or Designated Senior
Holder to establish that such notice has been given by such holder of Senior
Indebtedness or Designated Senior Holder.  In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person representing himself to be a holder of Senior Indebtedness
or Designated Senior Holder to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, or if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.


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<PAGE>
 
     SECTION 1311.  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.

     Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 601 hereof, and
the Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article,
provided that the foregoing shall apply only if such court has been apprised of
the provisions of this Article.

     SECTION 1312.  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

     Subject to the provisions of Section 601, the Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be
liable to any such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article or otherwise.

     SECTION 1313.  RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS.

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article with respect to any Senior Indebtedness which may at
any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607 hereof.

     SECTION 1314.  ARTICLE APPLICABLE TO PAYING AGENTS.

     In case at any time any Paying Agent other than the Trustee (or the Company
or an Affiliate of the Company) shall have been appointed by the Company and be
then acting hereunder, the term "Trustee" as used in this Article shall in such
case (unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in
place of the Trustee.

     SECTION 1315.  RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION
PROVISIONS.


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<PAGE>
 
     Each Holder by accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness, whether such
Senior Indebtedness was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively
to have relied on such subordination provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Indebtedness.


                                ARTICLE FOURTEEN

                       MEETINGS OF HOLDERS OF SECURITIES

     SECTION 1401.  APPLICABILITY OF ARTICLE.

     If a supplemental indenture, Board Resolution or other instrument
authorizing a series of Securities pursuant to Section 301 provides that a
meeting of Holders of Securities of such series shall be called pursuant to this
Article to make, give or take any request, demand, authorization, direction,
notice, consent, approval, waiver or other action specified in such supplemental
indenture, Board Resolution or other instrument, then the provisions of this
Article shall be applicable except as otherwise specified in such supplemental
indenture, Board Resolution or other instrument.

     SECTION 1402.  CALL, NOTICE AND PLACE OF MEETINGS.

     (a) If a supplemental indenture, Board Resolution or other instrument
authorizing a series of Securities provides that the Trustee shall call a
meeting of the Holders of such Securities, then, upon the satisfaction of any
notice requirements or other conditions specified in such supplemental
indenture, Board Resolution or other instrument, the Trustee shall call a
meeting of Holders of Securities of such series for the purpose specified in
such supplemental indenture, Board Resolution or other instrument, to be held at
such time and at such place in the Borough of Manhattan, The City of New York,
or in such other place within the United States as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given, in the manner provided in Section
106, not less than 10 nor more than 180 days prior to the date fixed for the
meeting.

     (b) If the Trustee shall not have mailed the notice of such meeting within
14 days after the date specified in such supplemental indenture, Board
Resolution or other instrument or shall not thereafter proceed to cause the
meeting to be held, then the Company or the Holders of at least 10% in aggregate
principal amount of the Outstanding Securities of such series, as the case may
be, may determine the time and the place in the Borough of Manhattan, The City
of New York, for such meeting and may call such meeting for such purposes by
giving notice thereof as provided in subsection (a) of this Section.

     SECTION 1403.  PERSONS ENTITLED TO VOTE AT MEETINGS.


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<PAGE>
 
     To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (i) a Holder of one or more Outstanding Securities of
such series, or (ii) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

     SECTION 1404.  QUORUM; ACTION.

     The Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that if any action
is to be taken at such meeting which the supplemental indenture, Board
Resolution or other instrument authorizing such series of Securities expressly
provides may be given by the Holders of not less than 66 2/3%, or a greater
percentage, in aggregate principal amount of the Outstanding Securities of such
series, then with respect to such action (and only such action), the Persons
entitled to vote 66 2/3%, or such greater percentage, in aggregate principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1402(a), except that such notice shall be given not
less than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum with
respect to each action to be considered at such meeting.

     Any resolution presented to a meeting duly convened or an adjourned meeting
duly reconvened at which a quorum is present may be adopted only by the
affirmative vote of the Holders of the percentage in aggregate principal amount
of the Outstanding Securities of the applicable series specified in the
supplemental indenture, Board Resolution or other instrument authorizing such
series or herein as being required to take such action.

     Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series, whether or not present
or represented at the meeting.

     SECTION 1405.  DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.

     (a) Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of any series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of


                                      84
<PAGE>
 
votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of
the meeting as it shall deem appropriate.

     (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1402(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

     (c) At any meeting each Holder of a Security of such series or proxy shall
be entitled to one vote for each minimum authorized denomination of Securities
of such series held or represented by him; provided, however, that no vote shall
be cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

     (d) Any meeting of Holders of Securities of any series duly called pursuant
to Section 1402 at which a quorum is present may be adjourned from time to time
by Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

     SECTION 1406.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1402 and, if
applicable, Section 1404. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.



                                      85
<PAGE>
 
                                 ARTICLE FIFTEEN

                            MISCELLANEOUS PROVISIONS

     SECTION 1501.  NO RECOURSE AGAINST OTHERS.

     An incorporator or any past, present or future director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.  By accepting a Security, each Holder shall waive and release all such
liability.  Such waiver and release shall be part of the consideration for the
issue of the Securities.

     SECTION 1502.  SET-OFF.

     Notwithstanding anything to the contrary in this Indenture or in any
Security of any series, prior to a Special Event Exchange with respect to a
series of Preferred Securities, the Company shall have the right to set-off and
apply against any payment it is otherwise required to make hereunder or
thereunder with respect to the principal of, premium, if any, or interest
(including any Additional Interest) on the Securities of such series with and to
the extent the Company has theretofore made, or is concurrently on the date of
such payment making, a payment with respect to the Preferred Securities of the
series related to such series of Securities under the applicable Guarantee to
provide funds to the applicable American General LLC to pay dividends on, or the
redemption price or liquidation preference of, such series of Preferred
Securities.  Contemporaneously with, or as promptly as practicable after, any
such payment under such Guarantee to pay dividends on, or the redemption price
or the liquidation preference of, a series of Preferred Securities, the Company
shall deliver to the Trustee an Officers' Certificate (upon which the Trustee
shall be entitled to rely conclusively without any requirement to investigate
the facts contained therein) to the effect that such payment has been made and
that, as a result of such payment, the corresponding payment under the related
series of Securities has been set-off in accordance with this Section 1502.

     SECTION 1503.  ASSIGNMENT; BINDING EFFECT.

     The Company shall have the right at all times to assign any of its rights
or obligations under this Indenture to a direct or indirect wholly-owned
Subsidiary of the Company, provided that, in the event of any such assignment,
the Company shall remain primarily liable for the performance of all such
obligations.  This Indenture may also be assigned by the Company in connection
with a transaction described in Article Eight.  This Indenture shall be binding
upon and inure to the benefit of the Company, the Trustee, the Holders, any
Security Registrar, Paying Agent, and Authenticating Agent and, to the extent
specifically set forth herein, the holders of Senior Indebtedness and their
respective successors and assigns.  The provisions of Section 903(a) (to the
extent relating to Preferred Securities), Section 1006 and Section 1007 are for
the benefit of the holders of the series of Preferred Securities referred to
therein and, prior to a Special Event Exchange with respect to such series, may
be enforced by such holders.  A holder of a Preferred Security shall not have
the right, as such a holder, to enforce any other provision of this Indenture.


                                      86
<PAGE>
 
     SECTION 1504.  ADDITIONAL INTEREST.

     Whenever there is mentioned in this Indenture, in any context, the payment
of the principal of, premium, if any, or interest on, or in respect of, any
Security of any series, such mention shall be deemed to include mention of the
payment of Additional Interest provided for by the terms of such series of
Securities to the extent that, in such context, Additional Interest is, were or
would be payable in respect thereof pursuant to such terms and express mention
of the payment of Additional Interest in any provisions hereof shall not be
construed as excluding Additional Interest in those provisions hereof where such
express mention is not made.
                                 *  *  *  *  *

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                      87
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                              AMERICAN GENERAL CORPORATION
[CORPORATE SEAL]

                              By:  /S/ AUSTIN P. YOUNG
                                   Austin P. Young
                                   Senior Vice President &
                                   Chief Financial Officer
 
Attest:
                              By:  /S/ JAMES L. GLEAVES
                                   James L. Gleaves
/S/ JOHN A. ADKINS                 Vice President & Treasurer
Corporate Secretary


                              CHEMICAL BANK

[CORPORATE SEAL]

                              By:  /S/ F.J. GRIPPO
                                   F.J. Grippo
                                   Vice President
 
Attest:


/S/ ANDREW M. DECK



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<PAGE>
 
STATE OF TEXAS:          (S)
                         (S)
COUNTY OF HARRIS:        (S)

          On the 30th day of May, 1995, before me personally came Austin P.
Young, to me known, who, being by me duly sworn, did depose and say that he is
Senior Vice President & Chief Financial Officer of AMERICAN GENERAL CORPORATION,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.

                         /S/ PAM TUDOR
                         Notary Public



STATE OF TEXAS:          (S)
                         (S)
COUNTY OF HARRIS:        (S)

          On the 30th day of May, 1995, before me personally came James L.
Gleaves, to me known, who, being by me duly sworn, did depose and say that he is
Vice President & Treasurer of AMERICAN GENERAL CORPORATION, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

                         /S/ PAM TUDOR
                         Notary Public


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<PAGE>
 
STATE OF NEW YORK:       (S)
                         (S)
COUNTY OF NEW YORK:      (S)

          On the 1st day of June, 1995, before me personally came F. J. Grippo,
to me known, who, being by me duly sworn, did depose and say that he resides at
Montgomery, New York; that he is a Vice President of Chemical Bank, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.


                         /S/ JAMES FOLEY
                         Notary Public


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