EX-4.A



 







EXHIBIT 4(a)




CERTIFICATE




     I, Thomas D. Graber, Vice President, Secretary and General Counsel of American General Finance
Corporation, an Indiana corporation (the “Company”), do 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 August 7, 2006, 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resolutions have not been amended, modified or rescinded and remain in full force and effect.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: August 14, 2006




	 	 	 	 	 
	 

	 	/s/ Thomas D. Graber
	 	 
	 

	 	 	 	 
	 

	 	Thomas D. Graber

Vice President, Secretary

and General Counsel	 	 






 









 





RESOLUTIONS AUTHORIZING MEDIUM-TERM NOTES, SERIES J




     We, the undersigned, being each and every member of the Terms and Pricing Committee of the
Board of Directors of American General Finance Corporation, a corporation duly organized and
existing under the laws of Indiana (the “Company”), do hereby unanimously consent to the approval
and adoption of the resolutions set forth below, and by signing this consent, the Terms and Pricing
Committee will be deemed to have acted with the same force and effect as though a meeting were duly
held for the purpose of taking action regarding the following resolutions: 




     WHEREAS, this Terms and Pricing Committee previously has authorized the
creation, issuance and sale of up to $15,000,000,000 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 Wilmington Trust Company (as successor trustee to 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. 333-136056) which was filed and became automatically effective
with the Securities and Exchange Commission on July 26, 2006 (the “Registration
Statement”);




     WHEREAS, Citibank, N.A. serves as Paying Agent, Security Registrar and
Authenticating Agent under the Indenture; 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 (or a duly authorized agent of 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 J” (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 $15,000,000,000, or the equivalent
thereof in one or more foreign currencies, including the Euro, and any composite
currency; such amount to be reduced by the aggregate principal amount of any other
Debt Securities issued under the Registration Statement. For purposes of
calculating the issue price of Notes denominated in a foreign currency to be
applied against the amount of Notes authorized, such Notes shall have an issue
price in U.S. dollars determined by Citibank, N.A., as Paying Agent, using the
noon buying rate in The City of New York for cable transfers in foreign currencies
as certified (or if not so certified, as otherwise determined) for customs
purposes by The Federal Reserve Bank of New York;




     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;




     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, Principal Amount and Currency




     Each Note shall be issued in a principal amount and in a currency 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, bases 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 Payment 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, unless otherwise determined by any two Authorized Officers, 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;




     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 (or such other authorized
denominations in a specified currency other than United States dollars as shall be
determined by any two Authorized Officers);




     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;




     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



     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 Citibank, N.A. 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. Exchange Rate Agency Agreement



     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to
establish the form, terms and provisions of one or more Exchange Rate Agency
Agreements relating to the calculation of exchange rates between U.S. dollars and
foreign currencies in which Notes may be denominated and payable, to be entered
into between the Company and Citibank, N.A. as exchange rate 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, any Exchange Rate Agency 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



     7. 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, Citibank, N.A. 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



     8. Authorized Officers.



     FURTHER RESOLVED, that the Chairman, the Chief Executive Officer, the
President, the Chief Financial Officer, the Secretary, 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 7 above; and be it



     9. 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.