ITEM 1. BUSINESS
GENERAL
American General Corporation (American General) is one of the nation's largest diversified financial services organizations. American General's operating subsidiaries are leading providers of retirement services, life insurance, and consumer loans. American General 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.
Financial data of American General and its subsidiaries (collectively, the company) included in this Form 10-K includes the operations of USLIFE Corporation (USLIFE), acquired on June 17, 1997, in accordance with the pooling of interests method of accounting. Also included from their respective dates of acquisition are the operations of Home Beneficial Life Insurance Company, acquired April 16, 1997; The Independent Life and Accident Insurance Company, acquired February 29, 1996; and The Franklin Life Insurance Company (Franklin Life), acquired January 31, 1995.
The company acquired a 40% investment in Western National Corporation (Western National) in 1994 and increased its ownership to 46% in 1996. These acquisitions were recorded on an equity basis. On February 25, 1998, the company acquired the remaining 54% equity interest. Western National's assets, liabilities, and results of operations will be consolidated in the company's financial statements effective January 1, 1998. Earnings attributable to minority interests through February 25, 1998 will be reflected as a charge against consolidated income.
Much of the information provided in response to this Item 1 is incorporated herein by reference to selected portions of American General's 1997 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 1997 ARS are provided as Exhibit 13 to this Form 10-K.
NEW ACCOUNTING STANDARD. During 1997, American General adopted Statement of Financial Accounting Standards 128, "Earnings per Share," which changed certain requirements for computing and disclosing earnings per share, retroactive for all periods presented. The change did not have a material impact on the company's reported earnings per share amounts. Information regarding this accounting standard is incorporated herein by reference to Notes 1.14 and 4.1 of Notes to Financial Statements in American General's 1997 ARS.
CORPORATE DEVELOPMENT. Since December 1994, American General has completed or announced six acquisitions with total consideration (excluding assumed debt) of $5.7 billion, including $3.7 billion in 1997. Information regarding these transactions is incorporated herein by reference to Note 2 of Notes to Financial Statements in American General's 1997 ARS.
BUSINESS DIVISIONS. The company reports the results of its operations in three business divisions: Retirement Services, Life Insurance, and Consumer Finance. A description of each business division, including principal products, methods of distribution, and principal markets, is incorporated herein by reference to Note 20.1 of Notes to Financial Statements in American General's 1997 ARS. Financial information for each business division is incorporated herein by reference to the sections "Business Divisions," "Capital Resources," "Asset/Liability Management," and "Liquidity" of Management's Discussion and Analysis (MD&A) and Note 20.2 of Notes to Financial Statements in American General's 1997 ARS, and to Schedule III of Item 14 of this Form 10-K.
EMPLOYEES. As of December 31, 1997, the company employed approximately 16,200 full-time salaried employees.
INSURANCE DEPOSITS AND PREMIUMS. The following table lists deposits and premiums and other considerations of American General's insurance and annuity subsidiaries for the past three years:
* Represents premiums received for interest-sensitive life insurance and annuity products. AMERICAN GENERAL CORPORATION
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LIFE INSURANCE SALES AND IN FORCE. The following table summarizes the face amounts of life insurance sales and life insurance in force for American General's insurance subsidiaries for the past three years:
(a) Before deductions for reinsurance ceded. (b) Includes reinsurance assumed.
ANNUITY PRODUCTS. The following table summarizes annuity liabilities by product type for American General's Retirement Services division and Life Insurance division for the past three years:
The primary products offered by the Retirement Services division are retirement annuities which qualify for tax deferral under the Internal Revenue Code. These products are provided to employees of educational, health care, public sector, and other not-for-profit organizations. Policyholders may select either fixed or variable account options. Fixed accounts have minimum guaranteed interest crediting rates ranging from 3.0% to 5.5%. During 1997, actual interest crediting rates on fixed accounts ranged from 5.8% to 7.5%. These annuities are generally issued on a group basis, for which there are no scheduled maturities.
The companies in the Life Insurance division offer a variety of annuity products. Individual fixed annuities comprised approximately 58% of the division's annuity liabilities at December 31, 1997. These annuities are primarily used for retirement funding purposes and generally continue for the life of the policyholder. Minimum guaranteed interest crediting rates on these annuities range from 2.5% to 5.5%; actual interest crediting rates during 1997 ranged from 2.5% to 7.0%.
Payout annuities, those currently paying out the annuity value, represented approximately 25% of the Life Insurance division's annuity liabilities at December 31, 1997. Payout annuities consist primarily of structured settlements of indemnity claims and pension buyouts used by employer-sponsored pension plans to fund pension obligations. Interest is credited to these annuities at fixed rates determined when the contracts are issued, consistent with the related investment yield at the time. Interest crediting rates ranged from 2.0% to 13.5% during 1997. These contracts will continue until all obligations are extinguished.
Both the Retirement Services and Life Insurance divisions offer variable annuity accounts, in which the investment risk lies solely with the policyholder. Assets and liabilities related to these accounts are included in Separate Account assets and liabilities in the company's consolidated balance sheet.
INVESTMENTS
Information regarding investments is incorporated here- in by reference to the sections "Investments" and "Asset/ Liability Management" of MD&A and Notes 1.2, 5, and 17 of Notes to Financial Statements in American General's 1997 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 1.8 of Notes to Financial Statements in American General's 1997 ARS.
REINSURANCE
Information regarding reinsurance is incorporated herein by reference to Note 1.11 of Notes to Financial Statements in American General's 1997 ARS, and to Schedule IV of Item 14 of this Form 10-K.
1997 FORM 10-K
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PART I (Continued)
FACTORS AFFECTING PRICING OF PRODUCTS
INSURANCE AND ANNUITY PRODUCTS. Premium rates are based on assumptions, which American General'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, the expense of operations, and the company's objectives for return on capital. 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
Competition in life insurance and financial services markets and the recent trend of consolidations in the industry may affect, among other matters, corporate development activities, business growth, distribution methods, and the pricing of products and services.
American General's life insurance and annuity businesses operate in a highly competitive industry that consists of a large number of insurance companies, other financial institutions, mutual fund companies, and banks. No single competitor nor any small group of competitors dominates any of the markets in which the company operates. Principal competitive factors include price, financial and claims-paying ability ratings, selection of products, quality of service, and, with respect to variable insurance and annuity products, investment management performance.
American General's consumer finance business competes with other consumer finance companies and other types of financial institutions that offer similar products and services, including industrial banks, industrial loan companies, commercial banks, sales finance companies, savings and loan associations, and credit unions. Competition in the financial services industry is intense due to the increasing number of companies offering financial products and services, the sophistication of those products, technological improvements, and more rapid communication.
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 "Capital Resources - Retirement Services and Life Insurance" and "Regulation and Other - Regulation" of MD&A in American General's 1997 ARS. Information regarding statutory accounting practices is incorporated herein by reference to Note 16 of Notes to Financial Statements in American General's 1997 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 1997 ARS.
All 50 states have laws requiring life insurance companies to pay assessments to state guaranty associations to protect the interests of policyholders of insolvent life insurance companies. A portion of these assessments can be recovered against the payment of future premium taxes; however, changes in state laws could decrease the amount available for recovery. Further information about state guaranty assessments is incorporated herein by reference to Note 10 of Notes to Financial Statements in American General's 1997 ARS.
REGISTERED PRODUCTS. Certain of American General's subsidiaries are subject to various federal securities laws and regulations related to investment companies. Separate Accounts, which are maintained to fund variable life and annuity products, function as investment companies and, therefore, are subject to such laws and regulations, in particular the Investment Company Act of 1940. Variable life and annuity products are marketed by licensed insurance agents who are registered representatives of the company's wholly owned broker-dealer subsidiaries. These broker-dealers are member firms of the National Association of Securities Dealers and subject to its rules and regulations.
CONSUMER FINANCE. American General'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, certain Federal Trade Commission rules, and state laws that regulate the consumer loan and retail sales finance businesses. In addition, American General's
AMERICAN GENERAL CORPORATION
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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.
TAXATION. Tax laws affect not only the way the company is taxed but also the design of many of its products. Changes in tax laws or regulations could adversely affect operating results.
ENVIRONMENTAL. The company's principal exposure to environmental regulation arises from its ownership of investment real estate. Probable costs related to environmental cleanup are immaterial.
ITEM 1A.
ITEM 1A. EXECUTIVE OFFICERS OF THE REGISTRANT
Information as of March 5, 1998 regarding the 17 executive officers of the company is as follows:
1997 FORM 10-K
PART I (Continued)
ITEM 2.
ITEM 2. PROPERTIES
The company's corporate headquarters is located in the American General Center, a complex of office buildings on a 46-acre tract near downtown Houston. American General and certain subsidiaries either own or lease pursuant to a sale-leaseback arrangement all of the buildings and underlying land in the complex. The company occupies approximately 46% 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: (1) American General Finance, Inc. in Evansville, Indiana; (2) American General Life and Accident Insurance Company in Nashville, Tennessee; (3) Franklin Life in Springfield, Illinois; and (4) The Old Line Life Insurance Company of America in Milwaukee, Wisconsin.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
OCHOA. In March 1994, two subsidiaries of American General 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 American General, 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 American General, are being addressed by Pebble Creek with the United States Environmental Protection Agency (EPA). 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 1994, Pebble Creek attended a meeting to show cause why the EPA should not initiate enforcement proceedings against Pebble Creek. To date, Pebble Creek has not been made aware of the EPA's decision. The company believes that penalties in excess of $100,000 could be assessed against Pebble Creek.
MARKET CONDUCT. In recent years, various life insurance companies have been named as defendants in class action lawsuits relating to life insurance pricing and sales practices, and a number of these lawsuits have resulted in substantial settlements. Certain of American General's subsidiaries are defendants in such purported class action lawsuits filed in 1996 and 1997, asserting claims related to pricing and sales practices. These claims are being defended vigorously by the subsidiaries. Given the uncertain nature of litigation and the early stages of this litigation, the outcome of these actions cannot be predicted at this time. American General nevertheless believes that the ultimate outcome of all such pending litigation should not have a material adverse effect on American General's consolidated financial position. It is possible that settlements or adverse determinations in one or more of these actions or other future proceedings could have a material adverse effect on American General's consolidated results of operations for a given period. No provision for any adverse determinations in this pending litigation has been made in the consolidated financial statements because the amount of the loss, if any, from these actions cannot be reasonably estimated at this time.
OTHER. In addition to those lawsuits or proceedings disclosed herein, the company is a party to various other lawsuits and proceedings arising in the ordinary course of
AMERICAN GENERAL CORPORATION
business. Many of these lawsuits and proceedings arise in jurisdictions, such as Alabama, that permit damage awards disproportionate to the actual economic damages incurred. Based upon information presently available, the company believes that the total amounts that will ultimately be paid, if any, arising from these lawsuits and proceedings will not have a material adverse effect on the company's consolidated results of operations and financial position. However, it should be noted that the frequency of large damage awards, including large punitive damage awards, that bear little or no relation to actual economic damages incurred by plaintiffs in jurisdictions like Alabama continues to increase and creates the potential for an unpredictable judgment in any given suit.
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 1997.
1997 FORM 10-K 7
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 and restrictions on retained earnings for the payment of dividends are incorporated herein by reference to Notes 21 and 19.1, respectively, of Notes to Financial Statements in American General's 1997 ARS.
Common stock was owned by 31,987 shareholders of record and approximately 76,000 beneficial owners at February 28, 1998. The quarterly cash dividends paid on common stock are incorporated herein by reference to Note 21 of Notes to Financial Statements in American General's 1997 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 $247 million ($.99 per share) aftertax merger-related costs, $73 million ($.29 per share) aftertax loss on sale of non-strategic assets, and $33 million ($.13 per share) aftertax litigation settlement. (b) Includes $111 million ($.44 per share) aftertax loss on sale of non-strategic assets and $32 million ($.13 per share) aftertax write-down of USLIFE group business. (c) Includes $140 million ($.57 per share) aftertax adjustment to the allowance for finance receivable losses. (d) Includes aftertax net realized investment losses of $115 million ($.47 per share). Net realized investment gains for 1997, 1996, 1995, and 1993 were immaterial. (e) Includes $300 million ($1.18 per share) write-down of goodwill and $30 million ($.12 per share) charge for tax rate related adjustment. (f) Includes fair value adjustment related to securities. Additional information is incorporated herein by reference to the section "Investments - Fair Value of Securities" of MD&A in American General's 1997 ARS. (g) Excludes dividends paid by USLIFE.
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 21-31 in American General's 1997 ARS.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and qualitative disclosures about market risk are incorporated herein by reference to "Investments," "Capital Resources - Corporate Capital," and "Asset/Liability Management" of MD&A in American General's 1997 ARS.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and supplementary data are incorporated herein by reference to pages 32-52 in American General's 1997 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
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 17, 1998 (1998 Proxy Statement) is incorporated herein by reference. Information regarding the company's 17 executive officers 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 1998 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 1998 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 1998 Proxy Statement is incorporated herein by reference.
1997 FORM 10-K 9
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)
10 AMERICAN GENERAL CORPORATION - --------------------------------------------------------------------------------
(continued on next page)
1997 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, 1997:
(1) Current Report on Form 8-K dated October 10, 1997, with respect to the filing of American General's consolidated balance sheets as of December 31, 1996 and 1995, and the related consolidated statements of income, shareholders' equity, common stock activity, and cash flows, and Management's Discussion and Analysis, for the three years ended December 31, 1996, restated to include the acquisition of USLIFE under the pooling of interests method of accounting.
(2) Current Report on Form 8-K dated January 26, 1998, with respect to certain executive compensation information for the year ended December 31, 1997.
(3) Current Report on Form 8-K dated January 27, 1998, with respect to issuance of an earnings release announcing certain unaudited financial results for the year ended December 31, 1997.
(4) Current Report on Form 8-K dated February 19, 1998, with respect to issuance of a press release announcing the closing date and exchange ratio in connection with the acquisition of WNC.
(5) Current Report on Form 8-K dated February 25, 1998, with respect to adoption of SFAS 128, "Earnings per Share," effective December 31, 1997.
AMERICAN GENERAL CORPORATION
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.
1997 FORM 10-K 13
PART IV (Continued)
AMERICAN GENERAL CORPORATION
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENT OF INCOME OF AMERICAN GENERAL CORPORATION (PARENT ONLY)
* Includes $141 million in 1997, $74 million in 1996, and $36 million in 1995 related to subordinated debentures issued in conjunction with the issuances of preferred securities of subsidiaries. Additional information is incorporated herein by reference to Note 12 of Notes to Financial Statements in American General's 1997 ARS.
14 AMERICAN GENERAL CORPORATION
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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: 1998, $357 million; 1999, $103 million; 2000, $353 million; 2001, $3 million; and 2002, $35 million.
(b) The principal amount of American General senior notes held by subsidiaries was $10 million at December 31, 1997, 1996, and 1995.
(c) Includes $1,974 million in 1997, $1,458 million in 1996, and $943 million in 1995 of subordinated debentures issued in conjunction with the issuances of preferred securities of subsidiaries. Additional information is incorporated herein by reference to Note 12 of Notes to Financial Statements in American General's 1997 ARS.
(d) Includes fair value adjustment related to securities. Additional information is incorporated herein by reference to the section "Investments - Fair Value of Securities" of MD&A in American General's 1997 ARS.
(e) Includes 699,614 shares at a cost of $8 million in 1997, 1996, and 1995 which are held by a subsidiary. The 1996 and 1995 amounts include 25,536,200 shares at a cost of $346 million and 25,456,146 shares at a cost of $339 million, respectively, which were held by a subsidiary and retired in 1997.
1997 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)
16 AMERICAN GENERAL CORPORATION
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 "Investments - Fair Value of Securities" of MD&A in American General's 1997 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 each division's business operations.
(e) Net of accretion of interest.
(f) Represents Consumer Finance non-insurance operations, Corporate operations, and interdivision eliminations.
(g) Insurance and annuity benefits and amortization of deferred policy acquisition costs include $13 million and $37 million, respectively, for write-down of USLIFE group business.
1997 FORM 10-K 17
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PART IV (Continued) AMERICAN GENERAL CORPORATION
SCHEDULE IV - REINSURANCE
In millions
AMERICAN GENERAL CORPORATION
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AMERICAN GENERAL CORPORATION
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
In millions
(a) Resulting from write-offs of uncollectible receivables, mortgage loan payoffs, sales of real estate, and foreclosures of real estate.
(b) Relates to operating loss carryovers not expected to be utilized, charged to deferred tax expense.
(c) Includes $70 million reclassified to assets held for sale.
(d) Includes $243 million reclassified to reduce cost basis.
1997 FORM 10-K
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AMERICAN GENERAL CORPORATION
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 27, 1998.
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 27, 1998.
Robert M. Devlin* - -----------------------------------------------------------------
Robert M. Devlin (Chairman, Chief Executive Officer, and Director - Principal Executive Officer)
/s/ Ellen H. Masterson - -----------------------------------------------------------------
Ellen H. Masterson (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)
James S. D'Agostino Jr.* - -----------------------------------------------------------------
James S. D'Agostino Jr. (Director)
W. Lipscomb Davis Jr.* - -----------------------------------------------------------------
W. Lipscomb Davis Jr. (Director)
Larry D. Horner* - -----------------------------------------------------------------
Larry D. Horner (Director)
Richard J.V. Johnson* - -----------------------------------------------------------------
Richard J.V. Johnson (Director)
Michael E. Murphy* - -----------------------------------------------------------------
Michael E. Murphy (Director)
Jon P. Newton* - -----------------------------------------------------------------
Jon P. Newton (Director)
Michael J. Poulos* - -----------------------------------------------------------------
Michael J. Poulos (Director)
Robert E. Smittcamp* - -----------------------------------------------------------------
Robert E. Smittcamp (Director)
Anne M. Tatlock* - -----------------------------------------------------------------
Anne M. Tatlock (Director)
*By: /s/ Mark S. Berg - -----------------------------------------------------------------
Mark S. Berg (Attorney-in-fact)
AMERICAN GENERAL CORPORATION
EXHIBIT INDEX
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.