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                                                                        FORM 8-K
                                                                    EXHIBIT 4(a)



                                  CERTIFICATE


      I, Susan G. Miller, Assistant Secretary of American General Finance
Corporation, an Indiana corporation (the "Company"), hereby certify that
attached hereto is a true copy of resolutions duly adopted by a duly authorized
and appointed committee of the Board of Directors of the Company by unanimous
written consent on December 10, 2001, and such resolutions have not been
amended, modified or rescinded and remain in full force and effect.

      IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:  December 13, 2001


                                             /s/ SUSAN G. MILLER
                                             -------------------
                                             Assistant Secretary



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             RESOLUTIONS AUTHORIZING MEDIUM-TERM NOTES, SERIES G


            WHEREAS, this Terms and Pricing Committee previously has authorized
      the creation, issuance and sale of up to $3,500,000,000 aggregate
      principal amount of the Company's debt securities (the "Debt Securities"),
      which are to be issued under an Indenture, dated as of May 1, 1999 (the
      "Indenture"), between the Company and Citibank N.A., as Trustee (the
      "Trustee"), and which Debt Securities have been registered under the
      Securities Act of 1933 on the Company's Registration Statement on Form S-3
      (Registration No. 333-65886) which was declared effective by the
      Securities and Exchange Commission on August 9, 2001 (the "Registration
      Statement"); and

            WHEREAS, this Terms and Pricing Committee now desires to create a
      series of Debt Securities and to authorize the issuance and sale thereof
      from time to time under a medium-term note program;

      1. APPROVAL OF TERMS OF MEDIUM-TERM NOTES.

            NOW, THEREFORE, BE IT RESOLVED, that this Terms and Pricing
      Committee hereby authorizes and approves the creation by the Company of a
      series of Debt Securities, the execution on behalf of the Company of such
      series of Debt Securities, the delivery of such series of Debt Securities
      to the Trustee, the authentication thereof by the Trustee, and the
      delivery thereof by the Trustee pursuant to a Company Order (as defined in
      the Indenture; and any terms used herein in initially capitalized form but
      not defined herein shall have the meanings given to them in the
      Indenture), all in accordance with Article Three of the Indenture and with
      the procedures set forth in the Indenture and in the administrative
      procedure hereinafter approved (the "Administrative Procedure") as
      follows:

            a. TITLE.

            The title of such series of Debt Securities shall be "Medium-Term
      Notes, Series G" (the "Notes");

            b. AGGREGATE PRINCIPAL AMOUNT.

            The aggregate principal amount of the Notes which may be
      authenticated and delivered under the Indenture shall not exceed
      $3,500,000,000; such amount to be reduced by the aggregate principal
      amount of any other Debt Securities issued under the Registration
      Statement;

            c. TYPE OF SECURITY.

            The Notes shall be issued as Registered Securities pursuant to the
      Indenture; and the Notes may be issued, as determined by any two
      Authorized Officers (as named below), either in certificated form or in
      book-entry form; and beneficial owners of interests in any Notes issued in
      book-entry form may exchange such interests for Notes in certificated form
      only under the circumstances, and on the terms and conditions, as may be
      determined by any two Authorized Officers;

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            d. MATURITY DATE.

            Each Note shall have a Stated Maturity on which the principal of the
      Note is payable, as determined by any two Authorized Officers in
      accordance with the Administrative Procedure, which Stated Maturity may
      vary among the Notes and, in the case of extendible maturity notes, may be
      extended; provided, however, that each Stated Maturity shall not be less
      than nine months from date of issue;

            e. INTEREST AND PRINCIPAL AMOUNT.

            Each Note shall be issued in a principal amount determined by any
      two Authorized Officers in accordance with the Indenture and the
      Administrative Procedure; each interest bearing Note shall bear interest
      from its date of issue at either a fixed rate (a "Fixed Rate Note") or a
      floating rate determined by reference to such interest rate basis or
      formula as may be determined by any two Authorized Officers and calculated
      in the manner described in one or more prospectus supplements or pricing
      supplements relating to the Notes (each a "Prospectus Supplement") to the
      prospectus constituting a part of the Registration Statement (the
      "Prospectus") and in accordance with the Administrative Procedure (a
      "Floating Rate Note," which term shall include any Note bearing interest
      with reference to both a floating rate and a fixed rate); all
      determinations regarding whether a Note is a Fixed Rate Note or a Floating
      Rate Note and, subject to the provisions established by these resolutions,
      all other determinations regarding interest on the Notes shall be made by
      any two Authorized Officers in accordance with the Indenture and the
      Administrative Procedure; and principal amounts and interest terms may
      vary among the Notes;

            f. ISSUE DATE.

            Each Note shall be issued on and dated such date as may be
      determined by any two Authorized Officers in accordance with the
      Administrative Procedure, which date may vary among the Notes;

            g. INTEREST PAYMENTS DATES AND RECORD DATES.

            The Interest Payment Dates on which interest on each Fixed Rate Note
      shall be payable shall be March 1 and September 1 of each year, unless
      otherwise determined by any two Authorized Officers, and at Maturity of
      the Fixed Rate Note; interest payments on a Floating Rate Note shall be
      made on such dates as are provided in the applicable Floating Rate Note as
      determined by any two Authorized Officers in accordance with the
      provisions of the Indenture and the Administrative Procedure; and the
      Regular Record Date for the payment of interest on any Note shall be the
      fifteenth calendar day (whether or not a Business Day) prior to each such
      Interest Payment Date;

            h. PLACE AND MANNER OF PAYMENT.

            Payment of the principal of (and premium and interest, if any) on
      the Notes shall be made at the places and in the manner approved by any
      two Authorized Officers in accordance with the provisions of the Indenture
      and the Administrative Procedure;

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            i. REDEMPTION OR REPAYMENT.

            The Notes shall not be redeemable or repayable prior to the Stated
      Maturity thereof unless otherwise determined with respect to specific
      Notes by any two Authorized Officers and unless so specified in a
      Prospectus Supplement, in which case such specific Notes shall be
      redeemable or repayable at the times or upon the events determined by such
      Authorized Officers and in accordance with the provisions set forth in
      such Notes and Prospectus Supplement and in the Indenture;

            j. SINKING FUND.

            The Notes shall not be entitled to any sinking fund unless otherwise
      determined with respect to specific Notes by any two Authorized Officers
      and unless so specified in a Prospectus Supplement, in which case such
      specific Notes shall be entitled to a sinking fund at the times or upon
      the events determined by such Authorized Officers and in accordance with
      the provisions set forth in such Notes and Prospectus Supplement and in
      the Indenture;

            k. DENOMINATIONS.

            The Notes shall be issuable in denominations of $1,000 or any amount
      in excess thereof which is an integral multiple of $1,000;

            l. BOOK-ENTRY.

            Unless otherwise determined with respect to specific Notes by any
      two Authorized Officers, all of the Notes shall be issued in book-entry
      form pursuant to the book-entry system described in a Prospectus
      Supplement and the accompanying Prospectus;

            m. FORMS OF BOOK-ENTRY SECURITIES.

            The forms of book-entry securities for Fixed Rate Notes and Floating
      Rate Notes attached to this written consent as Exhibits A-1 and A-2,
      respectively, and the terms and provisions of such Notes set forth therein
      (including, without limitation, the terms and provisions with respect to
      the payment of principal and interest and with respect to optional
      redemption, optional repayment and sinking fund payments), hereby are
      approved in all respects; and, unless otherwise determined by any two
      Authorized Officers in accordance with the authority granted to them
      pursuant to these resolutions, such forms of security shall be used for,
      and such terms and provisions shall apply to, each Fixed Rate Note and
      Floating Rate Note, respectively, issued in book-entry form (it being
      understood that such optional redemption, optional repayment and sinking
      fund terms shall not be applicable to any Note unless otherwise determined
      by any two Authorized Officers and unless so specified in a Prospectus
      Supplement);

            n. FORMS OF CERTIFICATED SECURITIES.

            The forms of certificated securities for Fixed Rate Notes and
      Floating Rate Notes, and the terms and provisions for such Notes to be set
      forth therein, shall be as determined from time to time by any two
      Authorized Officers in accordance with the authority granted to them
      pursuant to these resolutions;

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            o. ADDITIONAL TYPES OF NOTES.

            The Notes may be issued as discount notes, indexed notes, extendible
      maturity notes and amortizing notes and, subject to the provisions
      established by these resolutions, all determinations regarding the terms
      of such Notes shall be made by any two Authorized Officers in accordance
      with the Indenture and the Administrative Procedure and all amounts
      payable with respect to such Notes shall be calculated in a manner
      described in such Notes and in one or more Prospectus Supplements; the
      forms of book-entry and certificated securities for such Notes, and the
      terms and provisions to be set forth therein, shall be as determined from
      time to time by any two Authorized Officers in accordance with the
      authority granted to them pursuant to these resolutions; and

            p. MISCELLANEOUS.

            In all other respects, the Notes shall have the terms to be
      established and reestablished from time to time by any two Authorized
      Officers; and be it

      2. AUTHENTICATION AND DELIVERY OF NOTES.

            FURTHER RESOLVED, that any one Authorized Officer be, and each of
      them hereby is, authorized and directed to cause the Trustee to complete
      and authenticate Notes in the form or forms and in the aggregate principal
      amount specified in paragraph 1 above in such denominations and registered
      in such names as shall hereafter be requested in accordance with a Company
      Order to the Trustee, and to deliver said authenticated Notes in
      accordance with said Company Order and the Administrative Procedure, and
      otherwise to act with respect to the Notes in accordance with the Company
      Order and the Administrative Procedure; and be it

      3.  DISTRIBUTION AGREEMENT.

            FURTHER RESOLVED, that the Authorized Officers are hereby authorized
      to establish the form, terms and provisions of the Distribution Agreement
      relating to the sale of Notes to or through agents (the "Agents") to be
      entered into among the Agents and the Company (the "Distribution
      Agreement"), and that any two Authorized Officers be, and they hereby are,
      authorized in the name and on behalf of the Company to execute and
      deliver, in such number of counterparts as such Authorized Officers deem
      advisable, the Distribution Agreement in such form, and containing such
      terms and provisions, as the Authorized Officers executing the same shall
      approve, such approval to be conclusively evidenced by their execution and
      delivery thereof; and be it

      4. ADMINISTRATIVE PROCEDURE.

            FURTHER RESOLVED, that the Authorized Officers are hereby authorized
      to establish the forms, terms and provisions of the Administrative
      Procedure relating to the sale of Notes to or through the Agents, and that
      the appropriate officers of the Company be, and they hereby are,
      authorized to act in accordance with such Administrative Procedure in such
      form and containing such terms and provisions, as any two Authorized
      Officers shall approve; and be it

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      5. CALCULATION AGENT AGREEMENT.

            FURTHER RESOLVED, that the Authorized Officers are hereby authorized
      to establish the form, terms and provisions of the Calculation Agent
      Agreement relating to the calculation of interest rates and amounts
      payable on Floating Rate Notes, to be entered into between the Company and
      the Trustee as calculation agent, and that any two Authorized Officers be,
      and they hereby are, authorized in the name and on behalf of the Company
      to execute and deliver, in such number of counterparts as such Authorized
      Officers deem advisable, the Calculation Agent Agreement in such form, and
      containing such terms and provisions, as the Authorized Officers executing
      the same shall approve, such approval to be conclusively evidenced by
      their execution and delivery thereof; and be it

      6. LETTER OF REPRESENTATIONS.

            FURTHER RESOLVED, that the Authorized Officers are hereby authorized
      to establish the form, terms and provisions of the Letter of
      Representations relating to certain matters arising in connection with the
      issuance of Notes, to be entered into among the Company, the Trustee and
      The Depository Trust Company, and that any one Authorized Officer be, and
      each of them hereby is, authorized in the name and on behalf of the
      Company to execute and deliver, in such number of counterparts as such
      Authorized Officer deems advisable, the Letter of Representations in such
      form, and containing such terms and provisions, as the Authorized Officer
      executing the same shall approve, such approval to be conclusively
      evidenced by such Authorized Officer's execution and delivery thereof; and
      be it

      7. AUTHORIZED OFFICERS.

            FURTHER RESOLVED, that the Chairman, the Chief Executive Officer,
      the President, the Chief Financial Officer, the Treasurer and any
      Assistant Treasurer of the Company be, and each of them hereby is,
      appointed as an Authorized Officer, and that any two Authorized Officers
      be, and hereby are, authorized to make all determinations and to do and
      prepare all such acts or things, and to execute, deliver, and file such
      documents or instruments as may be necessary or appropriate in order to
      carry out fully the purposes and intent of the foregoing resolutions,
      except that any one Authorized Officer, acting alone, shall be authorized
      to take the actions specified in paragraphs 2 and 6 above; and be it

      8. FURTHER MISCELLANEOUS AUTHORITY.

            FURTHER RESOLVED, that the appropriate officers of the Company be,
      and each of them hereby is, authorized to do and perform all such acts or
      things, and to execute, deliver, and file such documents or instruments as
      such officer may deem necessary or appropriate in order to carry out fully
      the purpose and intent of the foregoing resolutions.