ITEM 1. BUSINESS
GENERAL
American General Corporation (American General or the company) is the parent company of one of the nation's largest diversified financial services organizations. American General's operating subsidiaries are leading providers of retirement annuities, consumer loans, and life insurance. The company was incorporated as a general business corporation in Texas in 1980 and is the successor to American General Insurance Company, an insurance company incorporated in Texas in 1926.
Much of the information provided in response to this Item 1 is incorporated herein by reference to selected portions of American General's 1995 Annual Report to Shareholders (ARS). Appropriate references to such incorporated information are specified throughout the text of this Item 1. Portions of American General's 1995 ARS are provided as Exhibit 13 to this Form 10-K.
ACQUISITIONS AND DIVESTITURES. American General continued its corporate development efforts during 1995. On January 31, 1995, the company acquired American Franklin Company (AFC), the holding company of The Franklin Life Insurance Company (Franklin Life), for $1.17 billion. The purchase price consisted of $920 million paid in cash at closing and a $250 million cash dividend paid by AFC to its former parent prior to closing. On October 19, 1995, the company announced a definitive agreement to acquire Independent Insurance Group, Inc. (Independent) for total consideration of $362 million.
On February 29, 1996, the company completed the Independent acquisition. Prior to closing, Independent shareholders could elect to exchange each share of Independent stock for $27.50 in cash, .7480 share of American General common stock, or .7480 share of American General 7% mandatorily convertible preferred stock. The exchange ratio was based on $36.7625, the average market price of American General common stock during the ten trading days ending on and including the fifth trading day prior to closing. The consideration at closing was as follows: 1) $139 million of cash (38%), 2) 3.7 million shares of common stock (38%), and 3) 2.3 million shares of preferred stock (24%). Holders of the preferred stock are entitled to receive annual cumulative dividends of 7% and have the right to vote, together with holders of American General common stock, on the basis of four-fifths of one vote for each share of preferred stock. The preferred stock is non-callable for four years, and each share is mandatorily convertible into not more than one share of American General common stock during the fifth year.
Additional information regarding acquisition and divestiture activities is incorporated herein by reference to the section "Acquisitions and Divestitures" on page 16 of Management's Discussion and Analysis (MD&A) and Note 2 of Notes to Financial Statements in American General's 1995 ARS.
BUSINESS SEGMENTS. American General's operations are classified into the following three business segments: Retirement Annuities, Consumer Finance, and Life Insurance. A description of each business segment, including principal products, methods of distribution, and principal markets, is incorporated herein by reference to Note 1.1 of Notes to Financial Statements in American General's 1995 ARS. Financial information for each business segment is incorporated herein by reference to the section "Business Segments" on pages 16-18 and the sections "Asset/Liability Management," "Capital Requirements," and "Liquidity" on pages 21-24 of MD&A and Note 1.2 of Notes to Financial Statements in American General's 1995 ARS, and to Schedule III of Item 14 of this Form 10-K.
EMPLOYEES. As of December 31, 1995, American General and its subsidiaries employed approximately 15,300 full-time salaried employees, compared to 12,900 at year-end 1994. This increase is principally due to growth in the Consumer Finance segment and the acquisition of Franklin Life.
AMERICAN GENERAL CORPORATION
- - --------------------------------------------------------------------------------
[AMERICAN GENERAL LOGO]
INSURANCE SALES AND IN FORCE. The following table summarizes the face amounts of life insurance sales and life insurance in force for the company's insurance subsidiaries for the past three years:
(a) Includes Franklin Life from January 31, 1995. (b) Excludes life insurance company sold in 1994. (c) Before deductions for reinsurance ceded. (d) Includes reinsurance assumed before deductions for reinsurance ceded.
INSURANCE DEPOSITS AND PREMIUMS. The following table lists deposits and premiums and other considerations of the company's insurance and annuity subsidiaries for the past three years:
(a) Includes Franklin Life from January 31, 1995. (b) Represents premiums received for interest-sensitive and certain participating life insurance and annuity products.
INVESTMENTS
Information regarding investments is incorporated here- in by reference to the sections "Investments" and "Asset/Liability Management" on pages 18-22 of MD&A and Notes 3.2 and 5 of Notes to Financial Statements in American General's 1995 ARS, and to Schedule I of Item 14 of this Form 10-K.
INSURANCE AND ANNUITY RESERVING METHODS
Individual life insurance reserves are based on assumptions similar to those used to establish premium rates. Further information regarding reserving methods is incorporated herein by reference to Note 3.8 of Notes to Financial Statements in American General's 1995 ARS.
REINSURANCE
Information regarding reinsurance is incorporated herein by reference to Note 3.11 of Notes to Financial Statements in American General's 1995 ARS, and to Schedule IV of Item 14 of this Form 10-K.
FACTORS AFFECTING PRICING OF PRODUCTS
INSURANCE AND ANNUITY PRODUCTS. Premium rates are based on assumptions, which the company's insurance subsidiaries believe to be realistic, as to future mortality, investment yields, expenses, and lapses. In addition, the pricing is influenced by competition and the company's objectives for return on capital. Although a profit margin is included in the price of the products, the actual profitability of the products can be significantly affected by the variation between actual and assumed experience.
CONSUMER FINANCE PRODUCTS. Pricing of consumer finance products is influenced by such factors as cost of borrowed funds, credit risk, competition, and the expense of operations. In addition, pricing is affected by state regulation of interest rates based on contractual terms and loan amounts, charges for individual loans, and insurance premium rates.
COMPETITION
The business of the company's subsidiaries is highly competitive with other financial institutions and mutual fund companies with respect to pricing, selection of products, and quality of service. No single competitor nor any small group of competitors dominates any of the markets in which the company's subsidiaries operate. Additional information is incorporated herein by reference to the section "Competition" on page 25 of MD&A in American General's 1995 ARS.
1995 FORM 10-K
- - --------------------------------------------------------------------------------
PART I (Continued)
REGULATION
INSURANCE. American General's insurance subsidiaries are subject to state regulation in the jurisdictions in which they do business. Information concerning regulatory compliance is incorporated herein by reference to the sections "Solvency Regulation" and "Market Conduct" on page 25 of MD&A in American General's 1995 ARS. Information regarding statutory accounting practices is incorporated herein by reference to Note 16 of Notes to Financial Statements in American General's 1995 ARS.
Most states also regulate affiliated groups such as American General and its subsidiaries under insurance holding company laws. Additional information regarding dividend restrictions is incorporated herein by reference to Note 19.1 of Notes to Financial Statements in American General's 1995 ARS.
Discussion of state guaranty associations is incorporated herein by reference to the section "Guaranty Associations" on page 25 of MD&A and Note 9 of Notes to Financial Statements in American General's 1995 ARS.
CONSUMER FINANCE. The company's consumer finance subsidiaries are subject to various types of federal regulation including the Federal Consumer Credit Protection Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth In Lending Act, certain Federal Trade Commission rules, and state laws that regulate the consumer loan and retail sales finance businesses. In addition, the company's thrift subsidiary, which engages in the consumer finance business and accepts insured deposits, is subject to regulation by and reporting requirements of the Federal Deposit Insurance Corporation and is subject to regulatory codes in the state of Utah.
OTHER. Discussion of certain other regulatory factors is incorporated herein by reference to the sections "Taxation" and "Environmental" on page 25 of MD&A in American General's 1995 ARS.
ITEM 1A.
ITEM 1A. EXECUTIVE OFFICERS OF THE REGISTRANT
Information as of March 1, 1996 regarding the 15 executive officers of American General is as follows:
AMERICAN GENERAL CORPORATION
- - --------------------------------------------------------------------------------
[AMERICAN GENERAL LOGO]
1995 FORM 10-K
- - --------------------------------------------------------------------------------
PART I (Continued)
ITEM 2.
ITEM 2. PROPERTIES
American General's corporate headquarters is located in the American General Center, a complex of office buildings on a 45-acre tract near downtown Houston. American General or its subsidiaries either own or lease pursuant to a sale-leaseback arrangement all of the buildings in the complex. In addition, American General or its subsidiaries own all of the underlying land, except for a five-acre parcel that is leased pursuant to a long-term agreement. American General and its subsidiaries occupy approximately 45% of the total office space available in the American General Center.
American General's subsidiaries also own various other properties, including properties held for investment, branch office buildings, and the home office buildings of American General Finance, Inc. in Evansville, Indiana; Franklin Life in Springfield, Illinois; and The Independent Life and Accident Insurance Company in Jacksonville, Florida. Portions of certain of these buildings are rented to unaffiliated third parties. The home office building of American General Life and Accident Insurance Company was sold in 1994, and construction of a new building in Nashville, Tennessee is expected to be completed in late 1996.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
AVIA V. AMERICAN GENERAL REALTY. Two real estate subsidiaries of the company were defendants in a lawsuit, Avia Development Group et al. v. American General Realty Investment Corp., et al. (filed in the 61st District Court of Harris County, Texas, September 23, 1991), that alleged damages based on lost profits and related claims arising from certain loans and joint venture contracts. On July 16, 1993, a judgment was entered against the subsidiaries jointly for $47.3 million in compensatory damages and against one of the subsidiaries for $189.2 million in punitive damages. On September 17, 1993, a Texas state district court reduced the previously-awarded punitive damages by $60.0 million, resulting in a reduced judgment in the amount of $176.5 million plus post-judgment interest. On January 29, 1996, the Texas First Court of Appeals rendered a two-to-one decision that affirmed the trial court judgment. The company intends to vigorously contest the matter through the appellate process. Although substantial risks and uncertainties remain with respect to the ultimate outcome, legal counsel has advised the company that it is not probable within the meaning of Statement of Financial Accounting Standards (SFAS) 5, "Accounting for Contingencies," that the company will ultimately incur a material liability in connection with this matter. Accordingly, no provision has been made in the consolidated financial statements related to this contingency.
GULF LIFE V. IRS. In April 1992, the Internal Revenue Service (IRS) issued Notices of Deficiency for the 1977-1981 tax years of certain insurance subsidiaries. The basis of the dispute was the tax treatment of modified coinsurance agreements. The company elected to pay all related assessments plus associated interest, totaling $59 million. A claim for refund of tax and interest was disallowed by the IRS in January 1993. On June 30, 1993, a suit for refund was filed in the United States Court of Federal Claims (Gulf Life Insurance Co. v. United States, C.A. No. 93-404T). On February 7, 1996, the court ruled in favor of the company on all legal issues related to this contingency. The company does not yet know whether the IRS will appeal this decision; however, the company intends to pursue a full refund of the amounts paid. Accordingly, no provision has been made in the consolidated financial statements related to this contingency.
AMERICAN GENERAL CORPORATION
- - --------------------------------------------------------------------------------
[AMERICAN GENERAL LOGO]
CALIFORNIA V. OCHOA. In March 1994, two subsidiaries of the company were named as defendants in a lawsuit, The People of the State of California (California) v. Luis Ochoa, Skeeters Automotive, Morris Plan, Creditway of America, Inc. and American General Finance, filed in the Superior Court of California, County of San Joaquin, Case No. 271130. California is seeking injunctive relief, a civil penalty of not less than $5,000 per day or not less than $250,000 for violation of its Health and Safety Code in connection with the failure to register and remove underground storage tanks on property acquired through a foreclosure proceeding by a subsidiary of the company, and a civil penalty of $2,500 for each act of unfair competition prohibited by its Business and Professions Code, but not less than $250,000, plus costs.
PEBBLE CREEK. Various violations of operating permits held by Pebble Creek Service Corporation (Pebble Creek), an indirect wholly-owned subsidiary of the company, are currently being addressed by Pebble Creek with the United States Environmental Protection Agency (EPA), the Florida Department of Environmental Protection, and the Environmental Protection Commission of Hillsborough County, Florida. These violations include inaccurate reporting of test results by a former plant operator and violations of effluent parameters in connection with its wastewater treatment plant. In May 1994, Pebble Creek attended a meeting to show cause why the EPA should not initiate enforcement proceedings against Pebble Creek. Pebble Creek has not yet been made aware of the EPA's decision. The company believes that penalties in excess of $100,000 could be assessed against Pebble Creek.
The company believes that the total amounts that would ultimately be paid, if any, arising from the environmental claims discussed in the two preceding paragraphs would have no material effect on the company's consolidated results of operations and financial position.
OTHER. American General and certain of its subsidiaries are defendants in various other lawsuits and proceedings arising in the normal course of business. Some of these lawsuits and proceedings arise in jurisdictions such as Alabama that permit punitive damages disproportionate to the actual damages alleged. In light of the uncertainties inherent in any litigation, no assurances can be given as to the ultimate outcome of these lawsuits and proceedings. However, American General and its subsidiaries believe that there are meritorious defenses for all of these claims and are defending them vigorously.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during fourth quarter 1995.
1995 FORM 10-K
- - --------------------------------------------------------------------------------
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The quarterly high and low market prices of American General's common stock as quoted by the New York Stock Exchange, the number of shareholders of record of common stock, and restrictions on retained earnings for the payment of dividends are incorporated herein by reference to Notes 20, 13.1, and 19.1, respectively, of Notes to Financial Statements in American General's 1995 ARS. The quarterly cash dividends paid on common stock are incorporated herein by reference to Note 20 of Notes to Financial Statements in American General's 1995 ARS.
The common stock of American General is traded in the United States on the New York Stock Exchange and the Pacific Stock Exchange. The common stock is also traded on the London Stock Exchange and the Swiss Stock Exchanges of Basel, Geneva, and Zurich.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data is derived from the consolidated financial statements of the company. The data should be read in conjunction with the consolidated financial statements, related notes, and other financial information included or incorporated by reference herein.
(a) Includes Franklin Life from January 31, 1995. (b) Includes aftertax charge of $140 million ($.67 per share) for an increase in the allowance for finance receivable losses in fourth quarter 1995. (c) 1994 includes realized investment losses of $114 million ($.55 per share). Realized investment gains for 1995, 1993, 1992, and 1991 were immaterial. (d) Includes $300 million ($1.39 per share) write-down of goodwill and $30 million ($.14 per share) tax rate related adjustment. Additional information is incorporated herein by reference to the section "Acquisition-Related Goodwill" on page 24 of MD&A and Note 11.2 of Notes to Financial Statements in American General's 1995 ARS. (e) Includes fair value adjustment related to securities. Additional information is incorporated herein by reference to the section "Fair Value of Securities" on pages 18-19 of MD&A in American General's 1995 ARS. (f) Includes $244 million of convertible and $485 million of non-convertible preferred securities of subsidiaries issued in 1995. Additional information is incorporated herein by reference to Note 12.1 of Notes to Financial Statements in American General's 1995 ARS.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of Operations is incorporated herein by reference to "Management's Discussion and Analysis" on pages 16-25 in American General's 1995 ARS.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and supplementary data are incorporated herein by reference to pages 26-44 in American General's 1995 ARS.
The ratios of earnings to fixed charges are incorporated herein by reference to Exhibit 12 of Item 14 of this Form 10-K.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
AMERICAN GENERAL CORPORATION
- - --------------------------------------------------------------------------------
PART III [AMERICAN GENERAL LOGO]
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information appearing in the section "Election of Directors" in American General's definitive Proxy Statement dated March 19, 1996 (1996 Proxy Statement), is incorporated herein by reference. Information regarding the 12 executive officers of American General who are not standing for election to the board of directors of American General is included in Part I, Item 1A of this Form 10-K.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information appearing in the sections "Governance of the Company" and "Compensation of Executive Officers" in American General's 1996 Proxy Statement is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information appearing in the sections "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" in American General's 1996 Proxy Statement is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing in the section "Certain Relationships and Transactions" in American General's 1996 Proxy Statement is incorporated herein by reference.
1995 FORM 10-K
- - --------------------------------------------------------------------------------
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report.
All other financial statement schedules have been omitted because they are inapplicable.
3. Exhibits
(continued on next page)
AMERICAN GENERAL CORPORATION
- - --------------------------------------------------------------------------------
[AMERICAN GENERAL LOGO]
(continued on next page)
1995 FORM 10-K
- - --------------------------------------------------------------------------------
PART IV (Continued)
Any Exhibit not included with this Form 10-K will be furnished to any shareholder of record on written request and payment of up to $.25 per page plus postage. Such requests should be directed to American General Corporation, Investor Relations, P.O. Box 3247, Houston, Texas 77253-3247.
(b) Reports on Form 8-K.
The following reports on Form 8-K were filed after September 30, 1995:
1. Current Report on Form 8-K dated October 20, 1995, with respect to the issuance of a news release announcing the signing of a definitive agreement under which the company will acquire Independent for total consideration of $362 million, subject to approval by Independent's shareholders and requisite regulatory authorities.
2. Current Report on Form 8-K dated October 26, 1995, with respect to the issuance of a news release announcing the adoption by the company's board of directors of a plan of succession for the Office of the Chairman.
3. Current Report on Form 8-K dated November 13, 1995, with respect to the pro forma financial statements of the company including the acquisition of AFC and the proposed acquisition of Independent as of and for the nine months ended September 30, 1995, and for the year ended December 31, 1994.
AMERICAN GENERAL CORPORATION
- - --------------------------------------------------------------------------------
[AMERICAN GENERAL LOGO]
AMERICAN GENERAL CORPORATION
SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN AFFILIATES
In millions
* Net of applicable allowance for losses. See Schedule V of this Form 10-K.
1995 FORM 10-K
- - --------------------------------------------------------------------------------
PART IV (Continued)
AMERICAN GENERAL CORPORATION
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENT OF INCOME OF AMERICAN GENERAL CORPORATION (PARENT ONLY)
(a) To conform with the 1995 presentation, amount has been restated.
(b) Reflects adoption of SFAS 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions;" SFAS 109, "Accounting for Income Taxes;" and SFAS 112, "Employers' Accounting for Postemployment Benefits," at January 1, 1993. Additional information is incorporated herein by reference to Note 4.2 of Notes to Financial Statements in American General's 1995 ARS.
AMERICAN GENERAL CORPORATION
- - --------------------------------------------------------------------------------
[AMERICAN GENERAL LOGO]
AMERICAN GENERAL CORPORATION
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)
BALANCE SHEET OF AMERICAN GENERAL CORPORATION (PARENT ONLY)
(a) The five-year schedule of maturities of debt is as follows: 1996, $0; 1997, $136 million; 1998, $71 million; 1999, $103 million; and 2000, $203 million.
(b) The principal amount of American General senior notes held by subsidiaries was $10 million at December 31, 1995, $11 million at December 31, 1994, and $11 million at December 31, 1993.
(c) Information regarding American General's subordinated debentures issued in 1995 is incorporated herein by reference to Note 12.1 of Notes to Financial Statements in American General's 1995 ARS.
(d) Includes fair value adjustment related to securities. Additional information is incorporated herein by reference to the section "Fair Value of Securities" on pages 18-19 of MD&A in American General's 1995 ARS.
(e) Amounts include undistributed earnings of subsidiaries of $2.7 billion in 1995, $2.6 billion in 1994, and $2.4 billion in 1993.
(f) Amounts for 1995, 1994, and 1993 include 699,614 shares at a cost of $8 million held by a subsidiary.
1995 FORM 10-K
- - --------------------------------------------------------------------------------
PART IV (Continued) AMERICAN GENERAL CORPORATION
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)
STATEMENT OF CASH FLOWS OF AMERICAN GENERAL CORPORATION (PARENT ONLY)
* To conform with the 1995 presentation, amount has been restated.
AMERICAN GENERAL CORPORATION
- - --------------------------------------------------------------------------------
[AMERICAN GENERAL LOGO]
AMERICAN GENERAL CORPORATION
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
In millions
(a) Includes fair value adjustment related to securities. Additional information is incorporated herein by reference to the section "Fair Value of Securities" on pages 18-19 of MD&A in American General's 1995 ARS.
(b) Includes cost of insurance purchased.
(c) Includes unearned premiums, other policy claims and benefits payable, and other policyholder funds, which are not significant relative to insurance and annuity liabilities.
(d) Represents earnings and related expenses on those investments considered necessary to support the segment's business operations.
(e) Net of accretion of interest.
(f) Includes Franklin Life from January 31, 1995.
(g) Represents Consumer Finance non-insurance operations, Corporate operations, and intersegment eliminations.
1995 FORM 10-K
- - --------------------------------------------------------------------------------
PART IV (Continued) AMERICAN GENERAL CORPORATION
SCHEDULE IV - REINSURANCE
In millions
* To conform with the 1995 presentation, amounts have been restated.
AMERICAN GENERAL CORPORATION
- - --------------------------------------------------------------------------------
[AMERICAN GENERAL LOGO]
AMERICAN GENERAL CORPORATION
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
In millions
(a) Resulting from write-offs of uncollectible receivables and bonds, sales of bonds and real estate, mortgage loan payoffs, and foreclosures of real estate.
(b) Includes $243 million reclassification to reduce cost basis on adoption of SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long- Lived Assets to Be Disposed Of."
(c) Relates to operating loss carryovers not expected to be utilized charged to deferred tax expense.
(d) Relates to unrealized losses on securities charged to net unrealized gains (losses) on securities.
1995 FORM 10-K
- - --------------------------------------------------------------------------------
PART IV (Continued)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 20, 1996.
AMERICAN GENERAL CORPORATION
By: /s/ Pamela J. Penny ----------------------------------------
Pamela J. Penny (Vice President and Controller)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 20, 1996.
/s/ Harold S. Hook - - -----------------------------------------------------------------
Harold S. Hook (Chairman of the Board, Chief Executive Officer, and Director - Principal Executive Officer)
/s/ Austin P. Young - - -----------------------------------------------------------------
Austin P. Young (Senior Vice President and Chief Financial Officer - Principal Financial Officer)
/s/ Pamela J. Penny - - -----------------------------------------------------------------
Pamela J. Penny (Vice President and Controller - Principal Accounting Officer)
J. Evans Attwell* - - -----------------------------------------------------------------
J. Evans Attwell (Director)
Brady F. Carruth* - - -----------------------------------------------------------------
Brady F. Carruth (Director)
W. Lipscomb Davis Jr.* - - -----------------------------------------------------------------
W. Lipscomb Davis Jr. (Director)
Robert M. Devlin* - - -----------------------------------------------------------------
Robert M. Devlin (Director)
Larry D. Horner* - - -----------------------------------------------------------------
Larry D. Horner (Director)
Richard J.V. Johnson* - - -----------------------------------------------------------------
Richard J.V. Johnson (Director)
/s/ Jon P. Newton - - -----------------------------------------------------------------
Jon P. Newton (Director)
Robert E. Smittcamp* - - -----------------------------------------------------------------
Robert E. Smittcamp (Director)
Anne M. Tatlock* - - -----------------------------------------------------------------
Anne M. Tatlock (Director)
*By: /s/ Jon P. Newton - - -----------------------------------------------------------------
Jon P. Newton (Attorney-in-fact)
AMERICAN GENERAL CORPORATION
EXHIBIT INDEX
(continued on next page)
(continued on next page)
Any Exhibit not included with this Form 10-K will be furnished to any shareholder of record on written request and payment of up to $.25 per page plus postage. Such requests should be directed to American General Corporation, Investor Relations, P.O. Box 3247, Houston, Texas 77253-3247.