EXHIBIT 10.23

March 11, 2001

Rodney O. Martin Jr.
Senior Vice Chairman
American General Corporation
2929 Allen Parkway
Houston, Texas 77019-2155

Dear Mr Martin:

In connection with the transactions (the "Transactions") contemplated by the Agreement and Plan of Merger, dated as of the date hereof, among Prudential plc (the "Parent"), Holborn Delaware Partnership, Ascend Merger Corp. and American General Corporation (the "Company") (the "Merger Agreement"), Parent, Company and you desire to agree to certain amendments and supplements to your current employment agreement with Company, dated as of May 1 2000 (the "Employment Agreement"), your current Change in Control Severance Agreement with Company, dated as of April 1, 2000 (the "Severance Agreement") and your current Split Dollar Agreement, dated May 15, 2000, between Company and Rodney O. Martin, Sr., as Trustee of the Martin 1996 Children's Trust Agreement dated December 10, 1996 (the "Split Dollar Agreement"), and together with the Employment Agreement and the Severance Agreement, the "Current Agreements"). The terms of this letter agreement and the amendments and supplements to the Current Agreements described herein will become effective upon, and are subject to, the Effective Time of the Merger (as such terms are defined in the Merger Agreement) (other than the provisions of Paragraphs 8 and 10, which shall become effective upon your execution of this letter agreement). Unless otherwise specified, capitalized terms used herein without definition shall have the meanings assigned thereto in the Current Agreements.

1. Company Position: Certain Compensation. Effective upon the Effective Time and thereafter during the term of your employment with Company, you will serve as President and Chief Executive Officer-Financial Services of Company. You hereby acknowledge and agree that neither the consummation of the Transactions (including the result that Company becomes a subsidiary of Parent) nor any changes in your title, position, duties, responsibilities and authority contemplated by this paragraph 1 or this letter agreement constitutes or will constitute any of the events described in the definition of Good Reason under any of the Current Agreements.

Notwithstanding any provision of the Employment Agreement to the contrary, but subject to your continued employment with Company until the payment or award date, as applicable, (i) your annual bonus for calendar year 2001, payable to you in calendar year 2002, shall not be less than your annual bonus for calendar year 2000 paid to you in calendar year 2001 and prior to the date hereof and (ii) in calendar year 2002, you will receive an annual grant of equity based awards with respect to the ordinary shares of Parent that is at least equal in value (determined using the Black-Scholes valuation method with respect to options and in a manner consistent with the prior practices of Company) to the value (as so determined) of all options, restricted shares and Performance Awards contained in a Performance Based Restricted Stock Award with respect to shares of Company common stock that were granted to you in calendar year 2001 and prior to the date hereof. Company and Parent hereby acknowledge that a breach of this paragraph shall constitute Good Reason under the Employment Agreement.

2. Directorship with Parent. Effective as soon as practicable following the Effective Time and thereafter during the term of your employment with Company, you shall serve as an executive member of the Board of Directors of Parent (the "Parent Board"). The terms of your appointment are set out below:

(a) Your appointment as an executive director of Parent is subject to Parent 'Articles of Association, to be adopted upon the Closing of the Transactions, as thereafter amended from time (the "Articles") and the Articles will prevail in the event of any conflict between them and these terms in this paragraph 2. The Articles require that directors submit themselves for re-election periodically. You will be required to submit yourself for re- election in 2003 at which time you will be nominated for re-election by the Parent Board. If you are not re-elected, your appointment as director will automatically terminate. Such termination will be without prejudice to your rights under your Employment Agreement, as amended by this letter agreement. Parent and Company hereby acknowledge that such failure to be re-elected will constitute Good Reason under the Employment and the Severance Agreement.

(b) During your appointment, you will be required to devote such time to your duties as the Parent Board reasonably considers necessary. You will be required to attend the annual general meeting of Parent, regular and emergency Parent Board meetings, any extraordinary general meeting of Parent and to serve on any committees of the Parent Board to which you are appointed, provided that such requirements shall be reasonable and consistent with your Employment Agreement. Relevant dates and details will be notified to you appropriately in advance.

(c) You will not receive any separate consideration in addition to your compensation under your Current Agreements in respect of your appointment as a director of Parent or the termination of your service as a director. Since you will be a director of Parent, the remuneration committee of Parent will determine any future remuneration, along with that of the other directors of Parent, in accordance with the requirements of good corporate governance, any codes, regulations and listing rules applicable to Parent from time to time, but subject to the terms of your Supplemental Executive Retirement Agreement dated as of May 1 2000 (the "Supplemental

Executive Retirement Agreement") and your Current Agreements, as amended by this letter agreement to the extent each is applicable.

(d) Parent will reimburse you for all reasonable out of pocket expenses necessarily incurred by you in carrying out your duties as director.

(e) You will be covered by the directors' and officers' liability insurance covering other members of the Parent Board.

(f) As a director of Parent you will perform services for Parent and also for any other company in the Parent Group (the Parent Group in this letter agreement means Parent and any subsidiary of Parent (with subsidiary having the meaning given by section 736 Companies Act 1985)), but only to the extent such duties are consistent with your Employment Agreement, and you must act in the best interests of Parent.

(g) You will comply with the provisions of the UK Listing Authority's Model Code for Securities Transactions by Directors of Listed Companies and rules and regulations laid down by Parent from time to time in relation to such matters. A copy of Parent' Guidance Notes for Directors is attached.

You acknowledge and agree that the timing of the grant and exercise of any options to purchase ordinary shares of Parent held by you (including any such options you receive upon conversion of your existing Company options in connection with the consummation of the transactions) will be subject to the UK Listing Authority's Model Code and to any internal rules and policies of Parent.

(h) In view of the sensitive and confidential nature of Parent business you agree that for so long as you are a director of Parent you will not, without the prior written consent of the Chairman and Chief Executive Officer of the Parent Board, which shall not be withheld unreasonably, be engaged or interested in any capacity in any business or with any company which is, in the reasonable opinion of the Chairman and Chief Executive Officer of the Parent Group, competitive with the business of any company in the Parent Group. The ownership of up to one percent (1%) of any class of the outstanding securities of any corporation (or equivalent ownership of another business entity) shall not constitute an interest in such corporation or business entity which violates the immediately preceding sentence.

(i) You agree that you will not make use of, divulge or communicate to any person (save in the proper performance of your duties or as required by applicable law or any court or governmental authority having jurisdiction) any of the trade secrets or other confidential information of or relating to any company in the Parent Group which you have received or obtained. This restriction shall continue to apply after the termination of your appointment as director of Parent without limit in point of time but shall cease to apply to information or knowledge which comes into the public domain otherwise than through your default or which shall have been received by you from a third party entitled to disclose the same to you.

(j) Upon notice of termination of your employment with Company, howsoever arising and whether or not any dispute exists concerning the termination, you shall forthwith or upon request of Parent, resign from office as a director of Parent and all other offices held by you in any other companies in the Parent Group. You will also resign any membership of any organization to which you are appointed by virtue of your position in any company in the Parent Group. Should you fail to do so, Parent is hereby irrevocably authorized to appoint some person in your name and on your behalf to sign any documents and do anything necessary or requisite to give effect thereto. Any such resignation shall not prejudice your rights under the Employment Agreement and the Severance Agreement, as amended by this letter agreement.

(k) You agree that upon termination of your employment with Company or upon termination of your appointment as a director of Parent, you will immediately deliver to Parent all property belonging to Parent or any member of the Parent Group (other than as provided in the Employment Agreement) including all documents or other records made or compiled or acquired by you during your appointment concerning the business, finances or affairs of the Parent Group (other than any documents or other records relating to your employment under the Employment Agreement or relating to the other Current Agreements or to the Supplemental Executive Retirement Agreement).

3. Closing of the Transactions Constitutes a Change in Control. Company and Parent hereby acknowledge and agree that the Closing of the Transactions will constitute a "Change in Control" within the meaning of the Current Agreements and, accordingly, in the event of the termination of your employment (a "Qualifying Termination") at any time during the 36 month period following the Effective Time (x) by the Company without Cause (other than any such termination due to your death or Disability) or (y) by you for Good Reason (the Existence of Cause, Disability and Good Reason to be determined in accordance with the definitions thereof contained in the Current Agreements as modified pursuant to Paragraphs 1, 2, 4, 5, 6 and 9 of this letter agreement), you will be entitled to the payments and benefits provided for under the terms of the Current Agreements in the event of a Qualifying Termination (the "Change in Control Severance Benefits").

4. Modification to Definition of Good Reason in Connection with Transactions.

(a) You hereby agree that the definition of Good Reason in the Current Agreements is hereby amended, effective as of the Effective Time, as follows:

(i) by replacing the entire text of each of Section 1.12.1 of the Severance Agreement, Section 22(m)(I) of the Employment Agreement and Section 21(m)(Y)(i) of the Employment Agreement with the following:

"the removal of the Executive from the Parent Board or the failure of Executive to be re-elected to serve as a director of the Parent Board or the assignment of duties or responsibilities to the Executive which are inconsistent with his position as an executive director of the Parent Board

or any breach of the first sentence or the last paragraph of Section 1 of the letter agreement between the Executive and Parent, dated as of March 11, 2001,"

provided, however, the changes made in this Paragraph 4(a) to the terms of
Section 1.12.1 of the Severance Agreement, Section 22(m)(I) of the Employment Agreement and Section 21(m)(Y)(I) of the Employment Agreement shall not be effective and the terms of each of Section 1.12.1 of the Severance Agreement,
Section 22(m)(I) of the Employment Agreement and Section 21(m)(Y)(i) of the Employment Agreement as in effect on the date hereof shall again become effective in the event of a "change in control" of Parent or a "change in control" of Company (as each such phrase is defined in Section 6.18(l) of the Company Disclosure Letter to the Merger Agreement) occurring at any time during the three year period immediately following the Effective Time ( a "Post- Transaction Change in Control").

(ii) by deleting the entire text of Section 22(m)(Y)(ii) of the Employment Agreement and renumbering clauses (iii) and (iv) of such Section 22(m)(Y) as clauses (ii) and (iii), respectively.

(b) You hereby acknowledge and agree that, notwithstanding the provisions of Section 1.12.5 of the Severance Agreement, Section 5 of the Employment Agreement and Sections 21(m)(Y)(ii) and 21(m)(Y)(iii) of the Employment Agreement (as redesignated as provided above), if, at any time in the future (other than any time following a Post-Transaction Change in Control), your principal place of employment is relocated to New York (with or without designation by the Chief Executive Officer) such relocation will not constitute Good Reason under the Severance Agreement or the Employment Agreement.

5. Modification of notice period. You hereby agree that the second sentence of Section 7(d)(ii) of the Employment Agreement is hereby replaced, effective as of the Effective Time, as follows: "In the event of such a termination, the Executive shall comply with any reasonable request of the Company to assist in providing for an orderly transition of authority, but such assistance shall not delay the Executive's termination of employment longer than twelve months (or, in the case of any such termination by the Executive following a 'change in control' of Parent or a 'change in control' of Company (as each such phrase is defined in Section 6.18(1) of the Company Disclosure Letter to the Agreement and Plan of Merger, dated as of March 11, 2001, among Parent, Merger Sub and Company) occurring at any time during the three year period immediately following the Effective Time, (a "Post-Transaction Change in Control") six months) beyond the Executive's Notice of Termination." During any transition period permitted by reason of the amendment set forth in this Paragraph 5, the Executive shall receive the same compensation and benefits required to be provided to him under the Employment Agreement immediately prior to the giving of the Executive's Notice of Termination.

6. Modification of Non-competition restrictions. You hereby agree that, effective as of the Effective Time, the phrase "or occurs after a Change in Control" in the second section of Section 13(a) of the Employment Agreement is

hereby replaced by the phrase "or occurs following a Post-Transaction Change in Control".

7. Performance Based Plan for Executive Officers. You hereby acknowledge and agree that the Transactions will not constitute a "Change in Control" for the purposes of Section 10 of the Company Performance-Based Plan for Executive Officers.

8. Affiliate Letter. You hereby agree to execute and deliver to Company and Parent, promptly upon request, an "affiliate" letter acknowledging that you are an "affiliate" of Company and agreeing to comply with the transfer restrictions and other provisions of the Securities Act of 1933, as amended, applicable to affiliates, including, without limitation, Rule 145 promulgated under such Act.

9. Grants of Re-Load Options. You hereby acknowledge and agree that neither the termination of the provisions contained in your options to purchase shares of common stock of Company pursuant to which you are granted "re-load options" in connection with certain exercises of such Company options in accordance with the Merger Agreement nor the fact that any options to purchase ordinary shares of Parent that may be granted to you at or after the Effective Time do not contain any provision for re-load options will constitute Good Reason for any purpose of the Current Agreements.

10. Sale of Parent Shares. You hereby agree that you will not sell or otherwise transfer or dispose of any shares of Company common stock prior to the Closing (or the date on which the Merger Agreement is terminated, if earlier), including any such shares acquired upon the exercise of any options to purchase shares of Company common stock "Company Options") and any restricted shares of Company common stock, provided that in the even that any such restricted shares of common stock become vested prior to the Effective Time, you shall be permitted to sell that number of shares of Company common stock having an aggregate sales price equal to the Tax Liability incurred by you and currently due in connection with the vesting of such restricted shares.

"Parent Covered Shares" shall mean all such ordinary shares of Parent (i) received by you in the Transaction sin exchange for those shares of Company common stock (the "Restricted Company Shares") which were subject to forfeiture restrictions which lapsed immediately prior to the Effective Time (including ordinary shares received in exchange for restricted shares of Company common stock and shares of Company common stock represented by the Performance Award portion of a Performance Based Restricted Stock Award which accompanied the grant of restricted shares) and (ii) to be issued or transferred to you upon exercise of options for ordinary shares of Parent acquired by you pursuant to the Merger Agreement upon the conversion of those Company Options (the "Accelerated Company Options") which became vested and exercisable immediately prior to the Effective Time. "Parent Tax Shares" shall mean, with respect to the Tax Liability (as defined below) the aggregate number of ordinary shares of Parent having an aggregate sales price (net of commissions) immediately prior to the time a portion of the Tax Liability becomes due and payable which is equal to such portion of the Tax Liability.

"Tax Liability" shall mean the actual income and employment tax liability incurred by you in connection with the vesting (immediately prior to the Effective Time) of the Restricted Company Shares.

You hereby agree that you will not sell or otherwise transfer or dispose of any Parent Covered Shares during the three year period immediately following the Effective Time, provided that (i) you may sell up to one-third (the "Permitted Proportion") of the Parent Covered Shares during each of the first, second and third twelve month periods immediately following the Effective Time provided that to the extent you do not sell any or all of the Permitted Proportion of the Parent Covered Shares in such twelve month period, you may sell a number of Parent Covered Shares equal to the part of the Permitted Proportion not sold in the previous twelve month period or twelve month periods in the next succeeding twelve month period or twelve month periods, and (ii) during a reasonable period (not to exceed 60 days) on or after the date an income tax portion of the Tax Liability in respect of any Parent Covered Shares received in exchange for Restricted Company Shares becomes due and payable, you may sell a number of Parent Tax Shares having an aggregate sales price (net of commissions) at such time equal to such due and payable income tax portion of the Tax Liability in respect of such Ranger Cover Shares; and (iii) you may transfer Parent Covered Shares and, if permitted by the terms of any option to which Parent Covered Shares are subject, you may transfer such an option to your spouse, children or grandchildren (including adopted children, step children and grandchildren ("Immediate Family"), to a trust solely for the benefit of you and your Immediate Family, to a partnership or limited liability company whose only partners or shareholders are, and remain, you and members of your Immediate Family or to a charitable foundation established by you subject to such transferee entering into an agreement in such form as Parent shall require by which the transferee agrees to be bound by the same restrictions on sale, transfer or disposal as apply to you by virtue of this paragraph 10. Notwithstanding the foregoing provisions of this paragraph 10, all restrictions on the sale, transfer or disposal of Parent Covered Shares shall immediately lapse upon the earlier of (i) any termination of your employment on or after the Effective Time due to your death or Disability or by Company without Cause or by you for Good Reason (as such term is defined in the Employment Agreement and the Severance Agreement as modified by the terms of this letter agreement) and (ii) a Post-Transaction Change in Control.

Without limiting the generality of the foregoing, and for the avoidance of doubt, (i) any ordinary shares of Parent (A) received by you in the Transactions or (B) otherwise acquired by you before or after the Transactions other than in exchange for the Restricted Company Shares or upon exercise of the converted Accelerated Company Options shall not be Ranger Covered Shares and shall not be subject to any of the resale restrictions set forth in this letter agreement and
(ii) prior to the Effective Time, you shall have the right to elect to have Company satisfy the portion of any Tax Liability required to be withheld by Company related to the lapsing of the restrictions on any or all of the Restricted Company Shares to be satisfied by directed Company to withhold payment and transfer of the number of Restricted Company Shares having a value equal to such portion of the Tax Liability.

11. Grant of New Option Over Parent Shares. Parent hereby agrees that it will grant you an option to acquire the greatest number of whole ordinary shares in Parent ("Parent Shares") that is equal to, but not in excess of, the product of (i) the number of Parent Shares having a value, based on the closing middle market quotation of a Parent Share on the date on which the Effective Time occurs, that is equal to the Tax Liability and (ii) 1.75. Parent will grant the option within 15 days after the Effective Time or, if Parent is then prohibited by virtue of any code, regulation, listing rule or law from granting the option, within 15 days of the date when it ceases to be so prohibited. The exercise price per Parent Share payable upon exercise of the option will be equal to the closing middle market quotation of a Parent Share on the date the option is granted.

The term of the option will be ten years. The option will be exercisable only on or after the third anniversary of the Effective Time. The option will not be exercisable unless you have remained in employment with Company until such date, provided that if, prior to such date, you die or your employment terminates due to your Disability or you terminate your employment under the Employment Agreement for Good Reason (as such term is defined in the Employment Agreement, as modified by the terms of this letter agreement) or Company terminates such employment without Cause you will be entitled to exercise the option on or after the third anniversary of grant until the tenth anniversary of grant. If your employment terminates for any other reason the option will lapse and be cancelled immediately upon such termination.

12. Vesting of Parent Equity Awards. In the event of a Post-Transaction Change in Control, all then outstanding options and other equity awards with respect to Parent Shares previously granted to you will become fully vested and any transfer or forfeiture restrictions applicable thereto will lapse, in each case, effective upon consummation of the transaction constituting the Post- Transaction Change in Control.

13. Miscellaneous. The terms of the Current Agreements are hereby confirmed except to the extent specifically modified by the terms of this letter agreement. Notwithstanding any other provision of this letter agreement, upon any termination of your employment before the Effective Time due to your death or Disability, this letter agreement shall terminate and shall be deemed null, void and of no effect ab initio. In accordance with Section 15 of the Employment Agreement Parent shall require the surviving Corporation (as defined in the Merger Agreement) to assume and agree to perform the Employment Agreement, as amended by this letter agreement, in the same manner and to the same extent that Company would be required to perform it if the Transactions had not taken place.

14. Governing Law. The terms of this letter agreement shall be governed by the laws of the State of Texas save that your service on the Parent Board as provided in paragraph 2 and the grant of new options over Parent Shares in paragraph 11 shall be governed by the laws of England and Wales.

* * *

To evidence and confirm your agreement to all of the terms and conditions set forth in this letter agreement, please execute the enclosed copy of this letter agreement in the space provided below and return the executed copy to the Company Secretary of Parent.

SIGNED as a DEED AND )

DELIVERED by         ) /s/ RODNEY O. MARTIN JR.
RODNEY O MARTIN JR.  )
In the presence of:  )

SIGNED by )

                     ) /s/ MARK S. BERG
For and on behalf of )
AMERICAN GENERAL     )
CORPORATION          )

SIGNED by )

                     ) /s/ JONATHAN W. BLOOMER
For and on behalf of )
PRUDENTIAL PLC       )

EXHIBIT 10.28

FIRST AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

This First Amendment to the Supplemental Executive Retirement Agreement made as of May 1, 2000 (the "Agreement") between American General Corporation, a Texas corporation (the "Company") and Rodney O. Martin, Jr. is made on February 12, 2001.

1. Section 6.1 of the Agreement is hereby amended by substituting the following for the existing definition of "Years of Service":

"Years of Service" means the sum of:

(i) the total number of years of active employment with the Company during which substantial services were rendered as an employee, commencing on the date the Executive was first employed by the Company and ending on the date he ceases to perform services for the Company; and

(ii) subject to a maximum of nine (9) years, a number of years equal to 0.62 times the number of years of active employment with the Company during which substantial services were rendered as an employee, commencing on November 27, 2000 and ending on the date the Executive ceases to perform services for the Company;

such years of active employment being measured in full and partial years, in increments of one- twelfth years. If the Executive receives an additional thirty-six (36) months of service and age credit upon his termination of employment pursuant to Section 2.6 hereof, no part of such period shall be treated as a year of active employment for purposes of the foregoing clause (ii) ("Clause (ii)").

This definition of "Years of Service" is modified by the following provisions:

(A) Immediately upon the occurrence of a Change in Control, as defined in the Employment Agreement, the additional service credited pursuant to Clause (ii) shall be equal to the greater of six (6) Years of Service or the Years of Service then credited pursuant to the Clause (ii) formula; the formula shall thereafter apply to the Executive's subsequent years of active employment in accordance with its terms. It is not, however, intended that Executive receive combined additional service credit under Clause (ii) and Section 2.6 hereof in excess of nine (9) years. Therefore, in the event of a termination of the Executive's employment (whether before or after any Change in Control), which termination is either by the Executive with Good Reason or by the Company without Cause, as such terms are defined in the Employment Agreement, the total service credit provided under Clause (ii) shall not exceed six (6) Years of Service, even if a greater number of Years of Service would otherwise be credited under Clause (ii).

(B) Notwithstanding the foregoing, and regardless of Clause (ii) and the Executive's actual period of service with the Company, in no event shall a total of more than twenty eight (28) years be credited to the Executive and, if the Executive retires on or after the attainment of age 62, he shall be credited with a total of twenty eight (28) Years of Service.

2. As amended by this First Amendment, the Agreement is hereby specifically ratified and reaffirmed.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment on February 12, 2001.

AMERICAN GENERAL CORPORATION

BY /s/ GARY D. REDDICK
   -------------------------
       Gary D. Reddick



/s/ RODNEY O. MARTIN, JR.
----------------------------
    Rodney O. Martin, Jr.

EXHIBIT 10.33

AMERICAN GENERAL CORPORATION
PERFORMANCE - BASED PLAN FOR EXECUTIVE OFFICERS

AMENDED AND RESTATED EFFECTIVE JANUARY 29, 1998

SECTION 1 - PURPOSE

1.1 The AMERICAN GENERAL CORPORATION PERFORMANCE - BASED PLAN FOR EXECUTIVE OFFICERS (the "PLAN") is designed to attract and retain the services of key executives who are in a position to make a material contribution to the successful operation of the business of American General Corporation and its subsidiaries. The Plan shall become effective as of January 1, 1994, subject to approval by shareholders in the manner required by Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

SECTION 2 - DEFINITIONS

2.1 For purposes of the Plan, the following terms shall have the following meanings:

(a) "AFFILIATE" shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

(b) "AVERAGE SHAREHOLDERS' EQUITY" means, for any Plan Year, the sum of the consolidated shareholders' equity of the Corporation at the beginning of the Plan Year and for each quarter-end (i.e., March 31, June 30, September 30, and December 31) of that Plan Year, as reported in the Corporation's quarterly financial supplements and/or the annual report to shareholders for each applicable period, divided by five.

(c) "AVERAGE SHAREHOLDERS' EQUITY FOR THE THREE-YEAR PERIOD" means the sum of the Average Shareholders' Equity for the current Plan Year and the prior two Plan Years as reported in the Corporation's annual report to shareholders for such years, divided by three.

(d) "AWARD" means an amount granted pursuant to Section 4 of the Plan.

(e) "BENEFICIAL OWNER" shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

(f) "Board of Directors" means the Board of Directors of the Corporation.

(g) "COMMON STOCK" means the common stock ($.50 par value) of the Corporation.

(h) "CORPORATION" means American General Corporation.

(i) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended from time to time.

(j) "INCENTIVE POOL" means a pool of funds created pursuant to Section 3 of the Plan.

(k) "OPERATING EARNINGS" means, for any Plan Year, the consolidated operating earnings of the Corporation, which exclude net realized investment gains, non-recurring items, and the cumulative effect of accounting changes under generally accepted accounting principles.

(l) "PARTICIPANT" means an officer of the Corporation or one of its subsidiaries who is, during the Plan Year, among the 15 highest salaried employees of the Corporation and its subsidiaries and who has been designated by the Committee as eligible to receive an Award under the Plan for the Plan Year.

(m) "PERSON" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Corporation or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation.

(n) "PERSONNEL COMMITTEE" or "COMMITTEE" means the Personnel Committee of the Board of Directors.

(o) "PLAN YEAR" means the calendar year.

SECTION 3 - DETERMINATION OF INCENTIVE POOL

3.1 On or prior to the ninetieth day following January 1 of each Plan Year, the Committee shall prescribe an objective formula pursuant to which a pool of funds (an "Incentive Pool") shall be created for such Plan Year conditioned upon
(1) Operating Earnings for such Plan Year exceeding 7% of Average Shareholders' Equity for the Three-Year Period ending on the last day of such Plan Year, and
(2) a cash dividend having been declared on the outstanding Common Stock during such Plan Year.

3.2 The Incentive Pool for a Plan Year shall be equal to the sum of (1) 3% of that portion of Operating Earnings for such Plan Year that exceeds a base percentage return to shareholders, established by the Committee, on Average Shareholders' Equity for the Three-Year Period ending on the last day of such Plan Year, plus (2) an amount, not to exceed $2,000,000, consisting of the

excess of the cumulative Incentive Pools for all prior Plan Years over the actual Awards paid under the Plan for such Plan Years.

SECTION 4 - GRANT OF AWARDS

4.1 Coincident with the establishment of the formula under which the Incentive Pool shall be determined for a Plan Year, the Committee shall award shares of the Incentive Pool ("Awards") for that Plan Year to individuals whom the Committee designates as Participants for the Plan Year. The maximum Award which can be made to a Participant under the Plan for a Plan Year shall not exceed .005 times Operating Earnings for such Plan Year. The Committee shall grant Awards under the Plan based upon a review of the contribution and performance of the Participants as well as the Corporation's performance in relation to its competitors and as influenced by external factors.

4.2 Notwithstanding the provisions of Section 4.1, the Committee may, in its sole discretion, reduce the amount otherwise payable to a Participant at any time prior to the payment of the Award to the Participant.

SECTION 5 - ELIGIBILITY FOR PAYMENT OF AWARDS

5.1 Subject to Section 4.2, a Participant who has been awarded a share of the Incentive Pool shall receive payment of an Award if the Participant remains employed by the Corporation or its subsidiaries through the end of the applicable Plan Year; provided, however, that no Participant shall be entitled to payment of an Award hereunder until the Committee certifies (by written minutes) that the performance goals and any other material terms of the Plan have in fact been satisfied. If a Participant terminates employment prior to the end of a Plan Year, no payments attributable to his Award for such Plan Year shall be made pursuant to the Plan.

SECTION 6 - FORM AND TIMING OF PAYMENT OF AWARDS

6.1 Awards will be paid out in cash in one lump sum payment during the first quarter of the calendar year following the Plan Year to which the Award relates.

SECTION 7 - ADMINISTRATION

7.1 The Plan shall be administered by the Personnel Committee.

7.2 Subject to the provisions of the Plan, the Committee shall have exclusive power to determine the amounts that shall be available for Awards each Plan Year and to establish the guidelines under which the Awards payable to each Participant shall be determined.

7.3 The Committee's interpretation of the Plan, grant of any Award pursuant to the Plan, and all actions taken within the scope of its authority under the Plan, shall be final and binding on all Participants (or former Participants) and their executors.

7.4 The Committee shall have the authority to establish, adopt or revise such rules or regulations relating to the Plan as it may deem necessary or advisable for the administration of the Plan.

SECTION 8 - AMENDMENT AND TERMINATION

8.1 The Board of Directors may amend any provision of the Plan at any time; provided that no amendment which requires shareholder approval in order for Awards paid under the Plan to be deductible under the Code may be made without the approval of the shareholders of the Corporation. The Board of Directors shall also have the right to terminate the Plan at any time.

SECTION 9 - MISCELLANEOUS

9.1 The fact that an employee has been designated a Participant shall not confer on the Participant any right to be retained in the employ of the Corporation or its subsidiaries, or to be designated a Participant in any subsequent Plan Year.

9.2 No award under this Plan shall be taken into account in determining a Participant's compensation for the purpose of any employee benefit plan of the Corporation or its subsidiaries unless so provided in such benefit plan.

9.3 This Plan shall not be deemed the exclusive method of providing incentive compensation for an employee of the Corporation or its subsidiaries, nor shall it preclude the Committee or the Board of Directors from authorizing or approving other forms of incentive compensation.

9.4 All expenses and costs in connection with the operation of the Plan shall be borne by the Corporation and its subsidiaries.

9.5 The Corporation or its subsidiary making a payment under this Plan shall withhold therefrom such amounts as may be required by federal, state or local law, and the amount payable under the Plan to the person entitled thereto shall be reduced by the amount so withheld.

9.6 The Plan and the rights of all persons under the Plan shall be construed and administered in accordance with the laws of the State of Texas to the extent not superseded by federal law.

9.7 In the event of the death of a Participant, any payment due under this Plan shall be made to the Participant's estate.

9.8 No right or interest of any Participant in the Plan shall be assigned or transferable, or subject to any lien, directly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge, and bankruptcy.

SECTION 10 - CHANGE IN CONTROL

10.1 Notwithstanding any provision to the contrary in the Plan (and notwithstanding any lack of satisfaction of any condition or requirement which would otherwise apply to an Award), immediately upon the occurrence of a Change in Control (as defined below), (i) any Award with respect to any prior Plan Year which has been earned and determined pursuant to Sections 3, 4 and 5 hereof, but has not yet been paid, shall be immediately paid in full to the respective Participant who has earned such an Award, (ii) if no Awards have been determined with respect to the immediately preceding Plan Year, the amount (if any) of each such Award shall be immediately determined in accordance with the provisions of the Plan (except that Section 4.2 shall not apply) and shall be immediately paid in full to the respective Participant, and (iii) each Participant who has been awarded a share (such fractional portion being called the "Participant's Share") of the Incentive Pool for the Plan Year during which the Change in Control occurs (the "Change-in-Control Year") shall immediately be paid a pro-rata Award for such year, the amount of which shall equal the product of multiplying (x) the Participant's Share (expressed as a fraction) times (y) the Incentive Pool for the Plan Year which immediately preceded the Change-in-Control Year times
(z) a fraction, the numerator of which shall be the number of days in the Change-in-Control Year which have elapsed as of the date of the Change in Control, and the denominator of which shall be 365.

10.2 Upon and after the occurrence of a Change in Control, the Committee shall have no power to reduce the amounts payable to a Participant pursuant to
Section 10.1 and neither, the Committee, the Board nor any other person or entity shall have the right to terminate or amend the Plan in any manner which would impair the rights of a Participant to receive payment of an Award pursuant to Section 10.1 hereof.

10.3 A "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(I) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its affiliates) representing thirty percent (30%) or more of the combined voting power of the Corporation's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (III) below; or

(II) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on February 1, 1998, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation's shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on February 1, 1998 or whose

appointment, election or nomination for election was previously so approved or recommended; or

(III) there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary of the Corporation with any other corporation (or a share exchange between shareholders of the Corporation or any direct or indirect subsidiary of the Corporation and another corporation or entity pursuant to Article 5.02 (or any successor provision thereto) of the Texas Business Corporation Act), other than (i) a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any subsidiary of the Corporation, at least fifty-one percent (51%) of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation representing thirty percent (30%) or more of the combined voting power of the Corporation's then outstanding securities; or

(IV) the shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation's assets to an entity, at least fifty-one percent (51%) of the combined voting power of the voting securities of which are owned by shareholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

IN WITNESS WHEREOF, AMERICAN GENERAL CORPORATION has executed the American General Corporation Performance-Based Plan for Executive Officers, Amended and Restated as of January 29, 1998.

AMERICAN GENERAL CORPORATION

By: /s/ MARK S. BERG
    --------------------------------------
    Mark S. Berg
    Senior Vice President and General Counsel

EXHIBIT 10.34

AMERICAN GENERAL CORPORATION RETIREMENT PLAN FOR DIRECTORS
(AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 29, 1998)

1. PURPOSE. This plan shall be known as the American General Corporation Retirement Plan for Directors (the "Plan"). The Plan shall be maintained by American General Corporation, a Texas corporation (the "Company") solely for the purpose of providing retirement benefits to persons who have served as directors of the Company and who, since July 1, 1965, have not been officers or employees of the Company or of any subsidiary of which the Company owns directly or indirectly more than 50% of the outstanding capital stock ("Directors").

2. PAYMENT OF BENEFITS. The benefits payable under the Plan will be paid from the Company's general revenues as payments become due under the Plan, will not be funded in advance through an arrangement constituting a qualified trust under the Internal Revenue Code or through insurance annuity contracts, and will not be subject to the jurisdiction of nor be guaranteed by the Pension Benefit Guaranty Corporation. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of benefits under the Plan. Notwithstanding the foregoing provisions of this Section 2, the Company may, in its discretion, establish a trust to pay amounts becoming payable pursuant to this Plan, which trust shall be subject to the claims of the Company's general creditors in the event of the Company's bankruptcy or insolvency. Notwithstanding any establishment of such a trust, the Company shall remain responsible for the payment of any amounts so payable which are not so paid by such trust.

3. YEARS OF SERVICE. For all purposes of the Plan, a Director's Years of Service shall be equal to the number of Years of Service credited under the terms of the Plan as in effect on February 28, 1997. From and after March 1, 1997, no further Years of Service shall be credited to Directors for purposes of benefits under the Plan.

4. RETIREMENT BENEFITS. (a) A Director who retired or otherwise terminated service as a Director prior to March 1, 1997 shall be entitled to benefits and payments under the Plan based upon the terms and provisions of the Plan as in effect on the date such Director retired or terminated service as a Director and none of the provisions of this March 1, 1997 restatement of the Plan shall be applicable to such Director.

(b) A Director who retires or otherwise terminates service as a Director on or after March 1, 1997 shall receive a deferred account benefit determined pursuant to Section 5 and Appendix A.

5. DEFERRED ACCOUNT. The March 1, 1997 accrued benefit under the Plan of each Director who is serving as a Director on March 1, 1997 shall be converted to a present dollar amount, based upon actuarial assumptions satisfactory to the Administrator (hereinafter defined), and such dollar amount shall be converted into a number of full and fractional "Units" equal in the aggregate to the value of such present value dollar amount. For purposes of this Section 5, a Director's March 1, 1997 Plan accrued benefit shall be equal to annual payments payable commencing as of the date such Director attains the age of 70 for a period of years equal to the Years of Service completed by the Director as of February 28, 1997 but ending upon the Director's death if occurring prior to the expiration of such period of years, with each such annual payment being equal to the dollar amount of the annual retainer in effect for Directors on February 28, 1997. For all purposes of the Plan, a Unit shall be equal to the mean between the high and low selling prices of the date as of which such value is being determined of a share of Common Stock of the Company; provided, however, that for purposes of effecting the conversion into Units of Directors' March 1, 1997 Plan accrued benefits as described under this Section 5, the value of a Unit shall be equal to the average of the means between the high and low

selling prices during the period commencing April 28, 1997 and ending May 2, 1997, inclusive, of a share of Common Stock of the Company.

6. Benefit Not Assignable. A Director's rights under the Plan shall not be subject to assignment, encumbrance, garnishment, attachment, or charge, whether voluntary or involuntary.

7. Amendment and Termination of Plan. The Company reserves the right to amend or terminate the Plan at any time by action of its Board of Directors, provided that any such action shall not, without a Director's consent, adversely affect any Director's right to a benefit which accrued pursuant to the provisions of the Plan prior to such action.

8. Administration of Plan. The Plan shall be administered by an Administrator who shall be a person or committee appointed by the Chairman of the Board. All decisions that are made by the Administrator with respect to interpretation of the terms of the Plan, with respect to the amount of benefits payable under the Plan, and with respect to any questions or disputes arising under the Plan shall be final and binding on the Company and the directors and their heirs or beneficiaries.

9. Withholding. The Company shall have the right to deduct from any and all amounts paid to any Director under this Plan any taxes required by law to be withheld therefrom.

10. Construction. The Plan shall be governed by, and interpreted and enforced in accordance with, the laws of the State of Texas and of the United States of America.

IN WITNESS WHEREOF, the Company has adopted this amended and restated Plan as evidenced by the signatures affixed hereto of its duly authorized officers, as of the 29th day of January, 1998.

AMERICAN GENERAL CORPORATION

By: /s/ MARK S. BERG
    ----------------------------
    Mark S. Berg
    Senior Vice President and
    General Counsel

Appendix A

SECTION A1. DIRECTORS' ACCOUNT BALANCES. The Company shall maintain an individual book account under the Plan for each Director having a deferred account. Each Director shall initially have credited to his or her account the number of Units calculated in respect of such Director pursuant to Section 5 hereof. Any dividends paid on Common Stock shall be credited to a Director's account in respect of each Unit and deemed to be reinvested in additional Units. In addition, the number of Units allocated to a Director's account shall be adjusted to reflect stock dividends, splits and reclassifications, and similar transactions affecting the value of Common Stock. At the time that the Director's services as a Director cease, subject to Section 5 hereof, the account balance will, until such time as it is paid to the Director in cash in accordance with the Director's payment elections, be allocated among the hypothetical investments permitted under A2(b)(ii) below, as may be elected by the Director.

SECTION A2. PAYMENT ELECTIONS. (a) General Provisions. In connection with the commencement of participation in this Plan, each Director shall make an election (the "Payment Election") concerning the timing and form of distribution of the amounts credited to his or her Plan account. Any payment from the Plan shall commence following termination of the Director's services to the Company as a Director, but in no event prior to one year after receipt by the Company of the Director's initial Payment Election. The forms of benefit available under the Plan shall be a lump sum payment or quarterly, semi-annual or annual installments over a period not to exceed 15 years from the earliest date the director may commence receiving payments hereunder.

(b) Special Rule. (i) Subsequent Payment Elections may be made by a Director, which shall supersede the initial Payment Election, but any such subsequent Payment Election shall not be valid unless it is made prior to May of the calendar year preceding the calendar year in which payments to the Director hereunder are otherwise due to commence.

(ii) If a Director has elected to receive installment payments of the amount in his or her account, the Director may, at the Director's option, elect to allocate the account, on or after the date on which he or she ceases to perform services as a Director, among hypothetical investments in the AGC Stock Fund, International Fund, Small-Cap Fund, Mid-Cap Fund, Equity Index Fund, Bond Fund or Cash Fund under the American General Employees' Thrift and Incentive Plan and shall be credited with a rate of return which said account would have earned had it been invested in the fund elected. The Director may allocate and reallocate his or her account among the funds in accordance with rules established by the Administrator.

SECTION A3. PAYMENTS TO A DECEASED DIRECTOR'S ESTATE. (a) In the event of a Director's death before the balance of his or her account is fully paid, payment of the balance of the Director's account shall then be made to his or her estate in accordance with the manner selected by the Director prior to death, which manner shall provide that (i) payment shall be made to the Director's estate in the same manner as provided with respect to the payments to the Director or (ii) the balance of the Director's account shall be determined as soon as practicable following his or her death and this amount shall be paid in a single payment to the Director's estate as soon as reasonably practicable thereafter. In the event no election has been made, payment shall be made in accordance with clause (ii) of the preceding sentence.

(b)In the event of a Director's death before the balance of his or her account is fully paid to the estate in installments, the Administrator may, upon consideration of the application of the duly appointed administrator or executor of the Director's estate, direct that the balance of the Director's account be paid to the estate in a single payment. The payment shall be made at the time specified by the Administrator.

SECTION A4. EFFECT OF A CHANGE IN CONTROL. (a) The provisions of the Plan and this Appendix A to the contrary notwithstanding, upon the occurrence of a Change in Control (as hereinafter defined) of the Company, any part of the account of a Director who served as a Director on or after March 1, 1997 which is hypothetically invested in American General Common Stock shall no longer be deemed to be invested in Common Stock and shall immediately be deemed to be invested at prime rate plus one percent (1%), as set at the beginning of each calendar quarter and reported by the Company's lead lender."

(b) For purposes of the Plan and this Appendix A, a Change in Control shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(a) any Person (as hereinafter defined) is or becomes the Beneficial Owner (as hereinafter defined), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates (as hereinafter defined)) representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (III) below; or

(b) the following individuals cease for any reason to constitute a majority of the number of directors then serving:
individuals who, on February 1, 1998, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on February 1, 1998 or whose appointment, election or nomination for election was previously so approved or recommended; or

(c) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation (or a share exchange between shareholders of the Company or any direct or indirect subsidiary of the Company and another corporation or entity pursuant to Article
5.02 (or any successor provision thereto) of the Texas Business Corporation Act), other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least fifty-one percent (51%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities; or

(IV) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least fifty-one percent (51%) of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

"Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act (as hereinafter defined).

"Beneficial Owner" shall have the meaning set forth in Rule 13d_3 under the Exchange Act.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.

"Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.

EXHIBIT 10.35

AMERICAN GENERAL CORPORATION
BENEFIT TRUST AGREEMENT

AGREEMENT made as of February 8, 2001, by and between AMERICAN GENERAL CORPORATION (the "Corporation"), as Grantor, and The Chase Manhattan Bank, a New York Banking Corporation, as Trustee. As used in the Agreement, "Corporation" shall include American General Corporation and any successor thereto.

WITNESSETH:

WHEREAS, the Corporation has adopted or entered into those compensation and benefit plans and agreements set forth on Exhibit 1 hereto (as each may be amended from time to time, the "Plans"); and

WHEREAS, the Plans provide for the payment of certain deferred compensation and retirement benefits (together, hereinafter the "Benefits") to participating executives and directors of the Corporation and certain subsidiaries thereof (or their beneficiaries in the event of their death before full payment of the Benefits); and

WHEREAS, the Corporation has incurred and will incur liability under the terms of the Plans with respect to the individuals participating in the Plans (sometimes

called, until their respective Benefits have been completely paid, the "Participants");

WHEREAS, the amount and timing of payment of the Benefits to Participants and their beneficiaries are specified in the Plans and documents executed by the Participants pursuant to the Plans designating beneficiaries and/or timing of payment of Benefits ("Participant Designations"); and

WHEREAS, the Corporation is hereby establishing a trust (the "Trust") for the purpose of accumulating assets to assist it in fulfilling its obligations under the Plans, to which Trust the Corporation is transferring, and may in the future transfer, cash and/or other property acceptable to the Trustee, and any such contributions together with earnings (including income and appreciation) thereon (hereinafter called the "Trust Fund")shall be held in trust, subject only to the claims of the Corporation's creditors in the event of the Corporation's becoming Insolvent (as defined in Section 5.1 hereof),until the entire Trust Fund has been paid to Participants (or their beneficiaries) in such manner and at such times as specified in the Plans and Participant Designations; and

WHEREAS, the Corporation desires that the Trustee hold and administer all assets transferred to the Trust by the Corporation and the Trustee is willing to hold, administer and dispose of such assets pursuant to the terms of this Agreement; and

WHEREAS, it is the intention of the parties that this Trust shall not affect the status of the Plans as unfunded plans (within the meaning of Revenue Procedure 92-64) maintained to provide deferred compensation, including retirement benefits, for executives of the Corporation; and

WHEREAS, it is the intention of the Corporation to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plans;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the Corporation and the Trustee hereby agree as follows:

I.

Establishment of Trust

1.1 The Trust hereby established is revocable by the Corporation; it shall become irrevocable upon a Change in Control (as defined in Section 2.5(b) hereof).

1.2 The Trust is intended to be a grantor trust, of which the Corporation is the grantor, within the meaning of subpart E, part I, subchapter J, Chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), and shall be construed accordingly.

1.3 The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Corporation by the Trustee in trust and shall be used exclusively for the uses and purposes of Participants (and their beneficiaries) and the Corporation's general creditors as herein set forth. Participants and their beneficiaries shall have no preferred claim on any assets of the Trust. Any rights created under the Plans shall be mere unsecured contractual rights of Participants and their beneficiaries against the Corporation. Any assets held by the Trust will be subject to the claims of the Corporation's general creditors under federal and state law, if the Corporation shall become Insolvent, as defined in Section 5.1 hereof.

II.

Funding of Trust

2.1 The Corporation hereby deposits with Trustee in trust the sum of One Thousand Dollars

($1,000),which becomes the initial principal of the Trust to be held, administered and disposed of by Trustee as provided in this Agreement. The Corporation, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee with the Trustee in trust to augment the principal to be held, administered and disposed of by Trustee as provided in this Agreement. Neither Trustee nor any Participant or beneficiary shall have any right to compel such additional deposits.

2.2 Upon a Potential Change in Control, the Corporation shall, as soon as possible, but in no event later than fifteen (15) business days following the Potential Change in Control, make a contribution (which contribution shall be, except as otherwise provided in Section 6.2 hereof, an irrevocable contribution) to the Trust in an amount which (when aggregated with the assets then held by the Trust, valued at their then fair market value) is equal to (i) the present value of the maximum Benefits to which Participants or their beneficiaries would be entitled pursuant to the terms of the Plans and Participant Designations as of the date on which the Potential Change in Control occurred (calculated as if such Potential Change in Control were also a "change in

control" as defined in the relevant Plan and as if a qualifying termination of employment occurred immediately after such "change in control"), plus (ii) a reasonable estimated amount for the Trust's expenses during its term (such estimate not to exceed one percent (1%) of such present value). The sum of the amounts described in items (i) and (ii) of the immediately preceding sentence is hereinafter called the "Required Funding Amount." The Corporation hereby authorizes and directs its chief executive officer, and its chief financial officer, or either of them acting alone, to contribute the Required Funding Amount without the further approval of the board of directors of the Corporation (the "Board"). Immediately after the Corporation makes such contribution, the Corporation shall provide the Trustee with copies of all Plans and Participant Designations, to the extent not previously provided, and other information used in the Corporation's calculation of the Required Funding Amount, as well as its worksheets for such calculation.

2.3 Following the end of each calendar year which ends after a Potential Change in Control has occurred, unless Trust Fund assets shall have previously been returned to the Corporation pursuant to Section 6.2 hereof or the Trust shall have previously terminated

pursuant to Section 6.1 or Article XIII hereof, the Corporation shall recalculate the Required Funding Amount as if such Potential Change in Control had occurred at the end of such calendar year. Not later than sixty (60) days after each such calendar year-end, the Trustee shall give notice to the Corporation as to the fair market value of assets held in the Trust as of such calendar year-end. If such recalculated Required Funding Amount exceeds the fair market value of the assets then held in the Trust Fund, the Corporation shall promptly (and in no event later than the later of ninety (90) days after the respective calendar year-end or five days after receipt of information from the Trustee pursuant to the immediately preceding sentence) pay to the Trustee an amount in cash (or marketable securities or any combination there of) equal to such excess. The Corporation hereby authorizes and directs its chief executive officer, and its chief financial officer, or either of them acting alone, to make such additional contributions without the further approval of the Board.

2.4 For the purpose of determining the amount of the Corporation's contributions under Sections 2.2 and 2.3 hereof, the present value of Benefits under the Plan(s) listed on Exhibit 2 hereto shall be determined

using the 1983 Group Annuity Mortality Table and an interest rate equal to the yield on a 10-Year Treasury Constant Maturity Bond. For purposes of the preceding sentence, the applicable yield on a 10-Year Treasury Constant Maturity Bond shall be the yield published by the Federal Reserve for the last business day immediately preceding (a) the Potential Change in Control or (b) the most recent January 1 following such Potential Change in Control, whichever produces the higher present value. The present value of Benefits under the Plan(s) set forth on Exhibit 3 hereto shall be the total amount of each deferred compensation account, including accrued interest and earnings, as of the Potential Change in Control, in the case of a determination under Section 2.2 hereof, or as of the most recent December 31, in the case of a determination under Section 2.3 hereof.

2.5 Change in Control and Potential Change in Control.

(a) For purposes of this Agreement, a "Potential Change in Control" shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs (I), (II), (III) or (IV) shall have been satisfied:

(I) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a "Change in Control" (as defined in Section 2.5(b) hereof);

(II) the Corporation or any Person (as defined in Section 2.5(c) hereof) publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;

(III) any Person (x) is or becomes the "Beneficial Owner" (as defined in Rule 13d- 3 under the Securities Exchange Act of 1934, as amended from time to time (the "Exchange Act"), directly or indirectly, (y) discloses directly or indirectly to the Corporation (or publicly) a plan or intention to become the Beneficial Owner, directly or indirectly, or (z) makes a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to securities to become the Beneficial Owner, directly or indirectly, of securities of the Corporation representing 9.9% or more of the combined voting power of the Corporation's then outstanding securities; or

(IV) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(b) A "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(I) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing thirty percent (30%) or more of the combined voting power of the Corporation's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (III) below; or

(II) the following individuals cease for any reason to constitute a majority of the number of directors then serving:
individuals who, on the date hereof, constitute the Board and any new director (other than a director

whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation's shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(III) there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary of the Corporation with any other corporation (or a share exchange between shareholders of the Corporation or any direct or indirect subsidiary of the Corporation and another corporation or entity pursuant to Article 5.02 (or any successor provision thereto) of the Texas Business Corporation Act), other than (i) a merger or consolidation which would result in the voting

securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any subsidiary of the Corporation, at least fifty-one percent (51%) of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation representing thirty percent (30%) or more of the combined voting power of the Corporation's then out standing securities; or

(IV) the shareholders of the Corporation approve a plan of complete liquidation or

dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation's assets to an entity, at least fifty-one percent (51%) of the combined voting power of the voting securities of which are owned by shareholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

(c) "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Corporation or any of its subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its Affiliates (which term shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act), (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation.

(d) The Corporation shall notify the Trustee of the occurrence of a Potential Change in Control or Change in Control, and the Trustee may rely on such notice or on any other actual notice, satisfactory to the Trustee, of such a Potential Change in Control or Change in Control which the Trustee may receive.

2.6 Notwithstanding anything else to the contrary contained herein, the Trustee shall be responsible only for contributions actually received by it here under, and shall have no responsibility for determining

the sufficiency, amount or calculation of any contribution required hereunder.

III.
Disposition of Income

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested, to the extent that it is not used by Trustee to make payments or distributions required by this Agreement.

IV.

Payments to Plan Participants

4.1 After the Trust Fund receives funding pursuant to Section 2.2 and/or the second sentence of Section 2.1 hereof, the Trustee shall from time to time, in accordance with the Payment Schedules then in effect (and, in the event of funding pursuant to the second sentence of Section 2.1 hereof, written instructions of the Corporation given prior to any Potential Change in Control), make distributions or payments out of the Trust Fund, in cash or in property, to such persons, in such manner and in such amounts as are set forth in the most recent Payment Schedule provided to the Trustee under Section 4.2 hereof (or such written instructions), but

only to the extent that there are sufficient assets in the Trust Fund to make such distributions or payments.

4.2 Concurrently with each delivery of the Corporation's contributions pursuant to Section 2.3 hereof (and as soon as possible, but not later than thirty (30) days, after delivery of any contribution by the Corporation pursuant to Section 2.2 or the second sentence of Section 2.1 hereof), the Corporation shall deliver to the Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), the form in which such amounts are to be paid and the time for payment of such amounts. Concurrently, the Corporation shall also deliver a copy of the portion thereof relating to each respective Participant to such Participant. Additionally, whenever a Participant's death, a Participant's revision of his or her Participant Designations, a Participant's termination of employment or other circumstances require a change in the portion of the Payment Schedule respecting such Participant, the Corporation shall within ten (10) days deliver to the Trustee and such Participant, an appropriately revised Payment Schedule. Upon the receipt of such revised Payment Schedule, except as otherwise provided in Article V hereof, the Trustee shall make payments to the Participants and their beneficiaries in accordance with the Payment Schedule (or relevant portion thereof) most recently received, provided, however, that any revised Payment Schedule delivered to the

Trustee shall not be effective until ten (10) business days after such Payment Schedule has been received by the Trustee. The Trustee may rely on any Payment Schedule delivered to Trustee by the Corporation.

4.3 It shall be the obligation of the Corporation to submit and report federal, state or local income taxes, Federal Unemployment Tax Act (FUTA), Federal Insurance Contribution Act (FICA), and other taxes that may be required by law to be withheld from any distribution. The Corporation shall provide the Trustee with any information which the Trustee does not already have in its own records and which is necessary for the Trustee to determine the amount of such taxes required to be with held, and the Trustee shall be fully protected in relying upon such information. The Trustee shall pay such aggregate withholding amount to the Corporation, which shall pay the respective withholding amounts to the appropriate taxing authorities.

4.4 In the event that a Participant (or a beneficiary in the event of a Participant's death)

reasonably believes that the most recent Payment Schedule does not properly reflect the amount payable to such Participant or beneficiary (or the time or form of payment), such Participant (or beneficiary) shall be entitled to deliver to the Trustee a written notice of any objections to the Payment Schedule (the "Notice of Objections") within ten (10) business days of receipt thereof; provided, however, that the objector shall also deliver (within the same time period) a copy of such Notice of Objections to the Corporation. Any Notice of Objections shall set forth payment instructions including the amounts believed to be due under the terms of the Plans and Participant Designations. If such Participant or beneficiary (but not the Corporation) delivers a Notice of Objections to the Trustee pursuant to the first sentence of this Section 4.3 (together with satisfactory proof of delivery of said Notice of Objections to the Corporation) and the Corporation does not deliver to the Trustee a responsive Notice of Objections to the Participant's Notice of Objections within ten business days after receipt by the Trustee of the Participant's Notice of Objections and the Participant does not rescind his or her Notice of Objections within said ten-business-day period, the Trustee shall make payment in accordance therewith, to the extent that there are sufficient assets in the Trust Fund to make such payments. Except as otherwise provided herein, if the Corporation delivers a responsive Notice of Objections during the ten business days referred to in the immediately preceding sentence, the Trustee shall initially make payments to such Participant in accordance with the Corporation's Notice of Objections (to

the extent that there are sufficient assets in the Trust Fund to make such payments), which payments shall be on account of Benefits finally determined under the respective Plans and Participant Designations in accordance with Article XIV hereof.

4.5 Nothing in this Agreement shall relieve the Corporation of its obligation to pay the Benefits as and when due under the Plans. The Corporation may make payment of Benefits directly to Participants or their beneficiaries as they become due under the terms of the Plans. The Corporation shall notify the Trustee of its decision to make payment of Benefits directly by delivering a revised Payment Schedule to the Trustee at least ten business days prior to the time amounts are payable to Participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of Benefits in accordance

with the terms of the Plans, the Corporation shall make the balance of each such payment as it falls due. The Trustee shall notify the Corporation when principal and earnings are not sufficient, and shall only make payments or distributions to the extent that there are sufficient assets in the Trust Fund. Distributions made from the Trust Fund to Participants (or their beneficiaries) shall, to the extent of such distributions, satisfy the Corporation's obligation to pay Benefits to such Participants (or their beneficiaries) under the Plans.

4.6 Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or the time for appeal or protest of which has expired, or the Trustee's receipt of a substantially unqualified opinion of tax counsel selected by the Trustee (the reasonable fees and disbursements of such tax counsel to be paid by the Corporation or, if not promptly paid by the Corporation, to be paid by the Trustee with assets of the Trust Fund), which determination determines, or which opinion opines, that any Participant (or beneficiary) is subject to federal income taxation on amounts held in Trust hereunder prior to the distribution to the Participant (or

beneficiary) of such amounts, the Trustee shall, on receipt by the Trustee of such opinion or notice of such determination, pay to such Participant (or beneficiary) the portion of the Trust Fund allocable to the Benefits of such Participant (or beneficiary) and includible in the federal gross income of such Participant (or beneficiary), and, to the extent of such payment, the Corporation's obligation to the Participant (or beneficiary) for his or her Benefits under the Plans shall be cancelled. The aggregate amount paid to each such Participant (or beneficiary) shall be the lesser of (i) the present value of the Benefits of such Participant (or beneficiary) which then remain unpaid or
(ii) such Participant's (or beneficiary's) pro- rata portion of the assets of the Trust Fund then remaining, based on the ratio of the present value of the Participant's (or beneficiary's) Benefits which then remain unpaid to the present value of all such unpaid Benefits. Such present values shall be determined in accordance with Section 2.4 hereof. Notwithstanding any thing else contained herein to the contrary (except the last sentence of this Section 4.5), Trustee shall have no duty or obligation to make any determinations as to whether amounts held in the Trust are taxable to any Participant (or beneficiary). In the

sole discretion of the Trustee, the Trustee may, at any time or times, request an opinion of tax counsel pursuant to the terms of this Section 4.5. Upon the delivery to the Trustee of the written request of ten or more Participants, the Trustee shall request an opinion of tax counsel pursuant to the terms of this
Section 4.5.

V.

Trustee Responsibility
If the Corporation Becomes Insolvent

5.1 The Trustee shall cease payment of Benefits to Participants and their beneficiaries if the Corporation (or any subsidiary of the Corporation which has employees who are Participants hereunder (hereinafter, a "Subsidiary")) becomes Insolvent. The Corporation (or Subsidiary) shall be considered to be "Insolvent" for purposes of this Agreement if (i) the Corporation (or Subsidiary) is unable to pay its debts as they become due, or
(ii) the Corporation (or Subsidiary) is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

5.2 At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the

Corporation (or Subsidiary) under federal and state law as set forth below.

(a) The Chief Executive Officer of the Corporation shall have the duty to inform Trustee in writing of the Corporation's Insolvency or the Subsidiary's Insolvency, as the case may be. If a person claiming to be a creditor of the Corporation (or Subsidiary) alleges in writing to Trustee that the Corporation (or Subsidiary) has become Insolvent, Trustee shall determine whether the Corporation (or Subsidiary) is Insolvent and, pending such determination, Trustee shall discontinue payment of Benefits to Participants or their beneficiaries.

(b) Unless Trustee has actual knowledge of the Corporation's Insolvency (or the Subsidiary's Insolvency), or has received notice from the Corporation (or Subsidiary) or a person claiming to be a creditor alleging that the Corporation (or Subsidiary) is Insolvent, Trustee shall have no duty to inquire whether the Corporation (or Subsidiary) is Insolvent. Trustee may in all events rely on such evidence concerning the Corporation's solvency as may be furnished to Trustee which provides Trustee with a reasonable basis for making a

determination concerning the Corporation's solvency (or the Subsidiary's solvency).

(c) If at any time Trustee has determined that the Corporation (or Subsidiary) is Insolvent, Trustee shall discontinue payments to Participants (and their beneficiaries) and shall hold the assets of the Trust for the benefit of the Corporation's general creditors (or the Subsidiary's general creditors), to be distributed only as a court of competent jurisdiction, or duly appointed receiver or other person authorized to act by such a court, may direct. Nothing in this Agreement shall in any way diminish any rights of Participants or their beneficiaries to pursue their rights as general creditors of the Corporation (or Subsidiary) with respect to Benefits due under the Plans or otherwise.

(d) Trustee shall resume the payment of Benefits to Participants (and their beneficiaries) in accordance with Article IV of this Agreement only after Trustee has determined that the Corporation (or Subsidiary) is not Insolvent (or is no longer Insolvent).

5.3 Provided that there are sufficient assets, if Trustee discontinues the payment of Benefits from the Trust pursuant to Section 5.2 hereof and subsequently resumes payments, the first payment following such

discontinuance shall include the aggregate amount of all payments due to Participants (and their beneficiaries) under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Participants and their beneficiaries by the Corporation (or Subsidiary) in lieu of the payments provided for hereunder during any such period of discontinuance.

VI.

Payments to the Corporation

6.1 Except as provided in this Article, and Articles V and XIII, after the Trust has become irrevocable, the Corporation shall have no right to receive, and no power to direct Trustee to return to the Corporation or to divert to others, any of the assets of the Trust before payment of all Benefits under the Plans has been made to Participants and their beneficiaries pursuant to the terms of the Plans. On the date on which the Corporation certifies to the Trustee that the Participants (and their beneficiaries) are no longer entitled to receive Benefits pursuant to the Plans (all payments of such Benefits which have become, or could become, payable having been completed), this Agreement and Trust shall terminate and any remaining Trust Fund assets

(including, without limitation, any shares of Corporation stock which have been contributed by the Corporation) shall be returned to the Corporation.

6.2 In the event the Corporation delivers an amount to the Trustee upon a Potential Change in Control pursuant to Section 2.2 hereof, the Trust Fund may (in the Trustee's sole discretion) be returned to the Corporation one year after such delivery to the Trustee unless a Change in Control shall have occurred during such one-year period. Such one-year period shall be begun anew (thus postponing any such discretionary return of Trust Fund assets) in the event of any subsequent Potential Change in Control occurring during such initial period or any subsequent period.

VII.
Powers, Duties and Responsibility of Trustee

7.1 All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Participants or their beneficiaries.

7.2 Notwithstanding any other provision here of, the Trust Fund shall be held, invested and reinvested by the Trustee only in cash or marketable securities in accordance with this Section 7.2. The Trustee shall use

its good faith efforts to invest or reinvest from time to time all or such part of the Trust Fund as it believes prudent under the circumstances (taking into account, among other things, anticipated cash requirements for the payment of Plan Benefits) in either one or a combination of the following investments:

i) investments in direct obligations of the United States of America or agencies of the United States of America or obligations unconditionally and fully guaranteed as to principal and interest by the United States of America; and

ii) investments in negotiable certificates of deposit issued by a commercial bank organized and existing under the laws of the United States of America or any state thereof having a combined capital and surplus of at least $1,000,000,000;

provided, however, that the Trustee shall not be liable for any failure to maximize the income earned on that portion of the Trust Fund as is from time to time invested or reinvested as set forth above, nor for any loss of income or principal due to liquidation of any investment which the Trustee, in its sole discretion, believes necessary to make payments or to reimburse expenses under the terms of this Agreement.

7.3 Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a notice, direction, request or approval given by the Corporation which is in conformity with the terms of this Agreement and is given in writing by the Corporation. In the event of a dispute, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

7.4 If Trustee undertakes or defends any litigation arising in connection with this Trust, the Corporation agrees to indemnify Trustee on an after-tax basis against Trustee's costs, expenses and liabilities (including, without limitation, reasonable attorneys' fees and expenses) relating thereto and to be primarily liable for such payments unless the Trustee is determined, in a final adjudication, to have been guilty of willful misconduct or gross negligence in the performance (or non-performance) of its duties under the Trust. If the Corporation does not pay such costs, expenses and

liabilities in a reasonably timely manner, Trustee may pay such costs, expenses and liabilities with assets of the Trust.

7.5 Trustee may consult with legal counsel (who may also be counsel for the Corporation generally) with respect to any of its duties or obligations hereunder, and the reasonable fees and expenses of such legal counsel will be paid by the Corporation, provided that if the Corporation does not promptly pay such fees and expenses, the Trustee may pay such fees and expenses with assets of the Trust.

7.6 Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder, and the reasonable fees and expenses of such professionals shall be paid by the Corporation, provided that if such fees and expenses are not promptly paid by the Corporation, the Trustee may pay such fees and expenses with assets of the Trust.

7.7 Subject to Section 7.2 hereof, the Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein.

7.8 Subject to Section 7.2 hereof, but in amplification of (and not in limitation of) the powers

given in Section 7.7 hereof, the Trustee shall have the following powers and authority in the administration of the Trust Fund:

(a) To invest all contributions, investments, and reinvestments thereof and all additions there to by way of contributions, earnings and increments.

(b) To sell for cash or on credit, to grant options, convert, redeem, exchange for other securities or other property, or otherwise to dispose of any securities or other property at any time held.

(c) To settle, compromise or submit to arbitration, any claims, debts or damages, due or owing to or from the Trust, to commence or defend suits or legal proceedings and to represent the Trust in all suits or legal proceedings.

(d) To exercise any conversion privilege and/or subscription right available in connection with any securities or other property at any time held; to oppose or to consent to the reorganization, consolidation, merger, or readjustment of the finances of any corporation, company or association or to the sale, mortgage, pledge or lease of the property of any corporation, company or association any of the securities of which may at any time be held and to do any act with

reference thereto, including the exercise of options, the making of agreements or subscriptions, which may be deemed necessary or advisable in connection therewith, and to hold and retain any securities or other property so acquired.

(e) To exercise, personally or by general or by limited power of attorney, any right, including the right to vote, appurtenant to any securities or other property held at any time.

(f) To borrow money from any lender in such amounts and upon such terms and conditions as shall be deemed advisable or proper to carry out the purposes of the Trust and to pledge any securities or other property for the repayment of any such loan.

(g) To hold cash uninvested for a reasonable period of time under the circumstances without liability for interest, pending investment thereof or the payment of expenses or making distributions therewith.

(h) To register any securities held hereunder in the name of the Trustee or in the name of a nominee with or without the addition of words indicating that such securities are held in a fiduciary capacity and to hold any securities in bearer form.

(i) To make, execute and deliver, as Trustee, any and all conveyances, contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing powers.

(j) Subject to the express provisions of this Agreement, to invest and reinvest all or any portion of the Trust Fund collectively through the medium of any common, collective or commingled trust fund that may be established and maintained by the Trustee, subject to the instrument or instruments establishing such trust fund or funds and with the terms of such instrument or instruments, as from time to time amended, being incorporated into this Agreement to the extent of the equitable share of the Trust Fund in any such common, collective or commingled trust fund.

VIII.
Taxes and Trustee Compensation

8.1 The Corporation agrees that all income, deductions and credits of the Trust Fund belong to it as owner of the Trust Fund for income tax purposes and will be included on the Corporation's income tax returns. The Corporation shall from time to time pay "taxes" (which term in this Section 8.1 includes any applicable interest

and penalties) of any and all kinds whatsoever which at any time are lawfully levied or assessed upon or become payable in respect of the Trust Fund, the income or any property forming a part thereof, or any security transaction pertaining thereto. To the extent that any taxes levied or assessed upon the Trust Fund are not paid by the Corporation or are contested by the Corporation, the Trustee shall pay such taxes out of the Trust Fund and the Corporation shall upon demand by the Trustee deposit into the Trust Fund an amount equal to the amount paid from the Trust Fund to satisfy such tax liability. If requested by the Corporation, the Trustee shall, at Corporation expense, contest the validity of such taxes in any manner deemed appropriate by the Corporation or its counsel, but only if it has received an indemnity bond or other security satisfactory to it to pay any expenses of such contest. Alternatively, the Corporation may itself contest the validity of any such taxes, but any such contest shall not affect the Corporation's obligation to reimburse the Trust Fund for taxes paid from the Trust Fund.

8.2 The Trustee shall be paid such reasonable compensation as shall from time to time be agreed upon by the Trustee and the Corporation; provided, however, that,

after the occurrence of a Change in Control, the Corporation shall not withhold its consent and agreement to any reasonable fee arrangement requested by the Trustee. Such compensation and all expenses of administration of the Trust, including (without limitation) recordkeeping and reasonable counsel fees, shall be withdrawn by the Trustee out of the Trust Fund unless paid by the Corporation in a reasonably timely manner.

IX.

Accounting by Trustee After Funding

9.1 The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements and all other transactions hereunder, and all accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by any person designated by the Corporation. The fiscal year of the Trust shall be a calendar year. Within ninety (90) days after the close of each fiscal year (or such other date as may be agreed upon in writing between the Corporation and the Trustee), and within one hundred and twenty (120) days after the effective date of the resignation (or other termination of service) of the Trustee, the Trustee shall file with the Corporation a written account of its administration of the Trust during

such year (or during the period from the close of the last preceding year to the effective date of such termination of service) setting forth all investments, receipts, disbursements and all other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the effective date of such resignation. Such account may incorporate by reference any and all schedules and other statements setting forth investments, receipts, disbursements and other transactions effected during the period for which such account is rendered which the Trustee has furnished to the Corporation prior to the filing of such account. Each account so filed (and copies of any schedules and statements incorporated therein by reference as aforesaid) shall be open to inspection at the offices of the Corporation during business hours by any Participant (or in the event of any Participant's death, his or her beneficiary) for a period of sixty (60) days immediately following the date on which the accounts are filed with the Corporation. In the absence of the filing in writing

with the Trustee by the Corporation or a Participant (or beneficiary) of exceptions or objections to any such account within ninety (90) days of the date the accounts are filed with the Corporation, the Corporation and all Participants (or their beneficiaries) shall be deemed to have approved such account; and in such case, or upon the signed written approval of the Corporation and all Participants (or beneficiaries) of any such account, the Trustee shall be released, relieved and discharged with respect to all matters and things set forth in such account as though such account had been settled by the decree of a court of competent jurisdiction.

9.2 Notwithstanding Article XIV hereof or any approval (or lack of approval) of an account pursuant to Section 9.1 hereof, the Trustee may at any time initiate an action or proceeding for the settlement of its accounts or for the determination of any question of construction which may arise or for instructions.

9.3 The Trustee will maintain such books, records and accounts as may be necessary for the proper administration of the Trust Fund. The Trustee will at all times maintain (and will provide promptly to the Corporation on an annual basis, no later than April 1 of each year and also upon any written request) a record of

each amount delivered by the Corporation to the Trustee and each amount paid by the Trustee to a Participant in accordance with a Payment Schedule. On or prior to each May 1 which occurs after the initial transfer of the Required Funding Amount to the Trustee and during the term of this Trust, the Trustee shall deliver to each Participant and the Corporation a current written report (as of the immediately preceding December 31st) setting forth (a) the present value of such Participant's unpaid Plan Benefits; (b) the aggregate present value of all unpaid Plan Benefits; (c) the aggregate fair market value of the Trust Fund (plus the value of any contributions made by the Corporation within the ninety
(90) days immediately following such December 31st, as of the date of any such contribution); and (d) a record of any amounts paid by the Trustee to such Participant (or beneficiary) in accordance with a Payment Schedule.

X.

Trustee Protection

10.1 The Corporation shall indemnify and hold harmless the Trustee for any action, or failure to take action, in reliance in good faith upon any notice,

certification, instruction, direction or approval of the Corporation.

10.2 The Corporation shall indemnify and hold harmless the Trustee for acting upon any instrument, certificate, or paper believed by it to be genuine and to be signed or presented by the proper person or persons, and the Trustee shall be under no duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained.

10.3 The Trustee shall not be liable for the proper application of any part of the Trust Fund if distributions are made in accordance with the terms of Payment Schedules or other written instructions furnished to the Trustee by the Corporation in accordance with this Agreement. All persons dealing with the Trustee are released from inquiry into the decision or authority of the Trustee and from seeing to the application of any moneys, securities or other property paid or delivered to the Trustee.

10.4 The Trustee shall not be liable hereunder for any loss or diminution of the Trust Fund resulting

from any action taken or omitted unless caused by Trustee's gross negligence or willful misconduct.

10.5 The Corporation shall indemnify and hold harmless on an after-tax basis the Trustee for any liability or expenses, including without limitation reasonable attorney's fees, incurred by the Trustee with respect to keeping records with respect to the administration of the Trust Fund and otherwise carrying out its obligations under this Agreement, other than those resulting from the Trustee's gross negligence or willful misconduct.

10.6 The duties and obligations of the Trustee acting as Trustee hereunder shall be strictly limited to those expressly imposed upon the Trustee by this Agreement and by the applicable laws of the State of Texas. Notwithstanding anything else to the contrary contained herein, the Trustee shall have no duty to review the Plans or Participant Designations, have no responsibility for providing for the proper administration of the Plans, for calculating any Benefits payable to Participants (or beneficiaries), for calculating any contributions required to be made by the Corporation under the Plans or Participant Designations, or for insuring that the

provisions of this Agreement are consistent with the provisions of the Plans and Participant Designations.

XI.

Resignation or Removal of Trustee

11.1 At any time prior to the occurrence of any Change in Control, the Trustee may be removed by the Corporation on thirty (30) days notice or upon shorter notice accepted by the Trustee. After a Change in Control, the Trustee may be removed by the combined action of the Corporation and Participants (or in the event of the death of a Participant, his or her beneficiaries) then having unpaid Benefits equal to at least sixty-five percent (65%) of all amounts then held in the Trust hereunder on thirty-days notice or upon shorter notice accepted by the Trustee. A Trustee may resign at any time (whether before or after a Change in Control) by written notice to the Corporation. If notice is given prior to a Potential Change in Control, the resignation shall be effective thirty (30) days after receipt of such notice by the Corporation. If notice is given after a Potential Change in Control, the resignation shall be effective ninety (90) days unless the Corporation agrees otherwise. Notwithstanding the foregoing provisions of this Section 11.1, any Trustee which is removed or resigns shall

continue to serve until its successor Trustee accepts the appointment and receives delivery of the Trust Fund.

XII.
Appointment of Successor Trustee

12.1 If notice is given that the Trustee is being removed or is resigning, the Corporation (or, if a Change in Control shall have occurred prior to the effective appointment of a successor Trustee, the Corporation and the Participants (or in the event of the death of a Participant, his or her beneficiaries) then having unpaid Benefits equal to at least sixty-five (65%) of all amounts then held in the Trust) shall appoint a successor Trustee hereof prior to the effective date of the Trustee's resignation or removal. The appointment of a successor Trustee shall be by a written instrument delivered to the Trustee then acting hereunder and the successor Trustee being appointed.

12.2 If notice of resignation or removal has been given, and the applicable notice period has expired without any successor Trustee having been appointed, the Trustee may apply to a court of competent jurisdiction for appointment of a successor bank Trustee having trust powers or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as

administrative expenses of the Trust. Any successor Trustee appointed hereunder shall be a commercial bank which is not an affiliate of the Corporation, but which is a national banking association or is established under the laws of one of the states of the United States.

12.3 The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights, powers and duties of the prior Trustee, including owner ship rights in Trust Fund assets.

12.4 A successor Trustee need not examine the records and acts of any prior Trustee. The successor Trustee shall not be responsible for, and Corporation shall indemnify and defend the successor Trustee from any claim or liability resulting from, any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

12.5 If the Trustee ceases to act as Trustee and appointment of a successor Trustee is made, all Trust Fund assets shall subsequently be transferred to the

successor Trustee. The transfer shall be completed within thirty (30) days after the appointment of the successor Trustee becomes effective, unless the Corporation extends the time limit.

XIII.
Amendment or Termination

13.1 The Trust under this Agreement shall terminate on the date on which the Corporation certifies to the Trustee that Participants and their beneficiaries are no longer entitled to Benefits pursuant to the terms of the Plans (all payments of such Benefits which have become, or could become, payable having been completed). Any amendment which purports to terminate the Trust at any earlier date shall be effective only if made in accordance with Section 13.2 or 13.3 hereof. Promptly upon any termination of the Trust, any remaining Trust Fund assets (including, without limitation, any shares of Corporation stock which have been contributed by the Corporation) shall be paid to the Corporation.

13.2 Prior to a Change in Control, the Corporation may amend this Agreement (including making an amendment which terminates the Trust), without the consent of the Participants by written instrument executed by the Corporation and approved in writing by the Trustee; provided, however, that the written approval of the

Trustee shall not be required for any termination of the Trust.

13.3 On and after the occurrence of a Change in Control, this Agreement may be amended only by an instrument in writing signed on behalf of the parties hereto, together with the written consent of Participants (or in the event of their deaths, their beneficiaries) then having unpaid Benefits equal to at least sixty-five percent (65%) of all amounts then held in the Trust; provided, however, that the signature and approval of the Trustee shall not be required for any termination of the Trust or for any amendment required by law. Notwithstanding the foregoing, any such amendment may be made by written agreement of the parties hereto without obtaining the consent of the Participants or their beneficiaries, if such amendment does not adversely affect the rights of the Participants or their beneficiaries hereunder. No amendment made on or after a Change in Control may make the Trust revocable solely by the Corporation.

XIV.
Arbitration

14.1 Except as otherwise provided herein, any dispute between the Participants (or their beneficiaries) and the Corporation as to the interpretation or

application of the provisions of this Agreement, and, after any Change in Control, any question concerning distributions or payments hereunder, shall be determined in Houston, Texas, exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Such determination shall be final, conclusive and binding upon the parties. Judgment may be entered on the arbitrator's award in any court of competent jurisdiction. All fees and expenses of such arbitration (including, without limitation, those incurred by the Participants or their beneficiaries) shall be paid by the Corporation, provided that if the Corporation does not promptly pay such fees and expenses, the Trustee may pay such fees and expenses out of the assets of the Trust.

XV.

Notices

Any notice or communication which the Corporation, the Trustee or a Participant (or Participant's beneficiary) may be required or may desire to give to another entity or individual under any provision of this Agreement shall be:
(a) given in writing and personally delivered to, or mailed or delivered by overnight courier service to the address (or addresses) given below for,

the entity or individual to whom such notice or communication is directed, or
(b) with respect to notices or communications to the Corporation or the Trustee, made by telecopy, delivered or transmitted to the address given below.

To the Corporation:

American General Corporation

2929 Allen Parkway
Houston, Texas
Attention: General Counsel

To Trustee:

The Chase Manhattan Bank
600 Travis
Houston, Texas 77002
Attention: Manager, National Retirement Assets

To Any Participant
or beneficiary:

At the respective address set forth on a notice to be provided by the Corporation to the Trustee and each such Participant or beneficiary upon the occurrence of a Potential Change in Control.

Any notice which is personally delivered shall be deemed to have been given on the date it is personally delivered. Any notice which is mailed shall be deemed to have been given on the third business day after deposit in the mail, registered or certified mail, postage prepaid and return receipt requested. Any notice which is delivered by overnight courier service shall be deemed to have been

given on the business day after deposit with such courier service. Any notice which is transmitted by telex or telecopy shall be deemed to have been given on the day that such notice is transmitted.

The Corporation, the Trustee, or a Participant (or beneficiary) may change the address to which notices, requests and other communications are to be sent to it, him or her by giving written notice of such address change to the other entities and individuals in conformity with this Article, but such change shall not be effective until notice of such change has been received by the other entities and individuals.

XVI.

Miscellaneous

16.1 Any provision of this Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

16.2 Amounts payable to Participants and their beneficiaries under this Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

16.3 This Agreement and the Trust created herein shall be governed by and construed in accordance with the laws of the State of Texas, unless such laws are pre-empted by the laws of the United States.

16.4 Each Participant and his or her beneficiaries are intended beneficiaries under this Trust, and shall be entitled to enforce all terms and provisions hereof with the same force and effect as if each such person had been a party hereto.

16.5 This Agreement and the obligations of the Corporation hereunder shall be binding upon the Corporation and its successors and assigns.

16.6 Nothing contained in this Agreement shall limit the Corporation's ability to take any action allowed pursuant to the terms of the Plans.

IN WITNESS WHEREOF, this instrument has been executed as of the day and year first above written.

AMERICAN GENERAL CORPORATION

By:  /S/ GARY D. REDDICK
     Gary D. Reddick
     Executive Vice President -
     Administration and
     Insurance Operations

THE CHASE MANHATTAN BANK
as Trustee

By:  /S/ MARY GRACE GREENWOOD
Title:  Mary Grace Greenwood
        Vice President

EXHIBIT 1

"PLANS"(1)

1. American General Corporation Deferred Compensation Plan

2. American General Corporation Supplemental Thrift Plan

3. Restoration of Retirement Income Plan for Certain Employees Participating in the Restated American General Retirement Plan.

4. American General Corporation Supplemental Executive Retirement Plan

5. Supplemental Executive Retirement Agreements ("SERAs") as follows:

a. Robert M. Devlin 2-1-1998
b. Jon P. Newton 2-1-1998
c. Frederick W. Geissinger 5-1-2000
d. John A. Graf 5-1-2000
e. Rodney O. Martin, Jr. 5-1-2000
f. Richard W. Scott 5-1-2000

6. American General Corporation Retirement Plan for Directors

7. Deferred Compensation under Directors' Incentive Awards under American General Stock and Incentive Plans

8. Split Dollar Agreements as follows:

a. Robert M. Devlin 5-15-1998
b. James S. D'Agostino 5-15-1998
c. Jon P. Newton 5-15-1998

For the above three agreements, the Required Funding Amount shall include an amount sufficient to pay all remaining premiums on any life insurance policies funding the Split Dollar Agreements.

a. David W. Entrekin 5-15-2000
b. Mark S. Berg 5-15-1998
c. Donald D. Britton 5-15-1998
d. Frederick W. Geissinger 5-15-1998
e. John A. Graf 5-15-1998
f. Rodney O. Martin, Jr. 5-15-1998
g. Nicholas R. Rasmussen 5-15-2000
h. Richard W. Scott 5-15-1998

For the above eight agreements, the Required Funding Amount shall include three years' premiums under any policies funding the Split Dollar Agreements.

(1) This Exhibit to the American General Corporation Benefit Trust Agreement lists the Corporation's compensation and benefit plans and agreements
(collectively, in the Benefit Trust Agreement and this Exhibit, the "Plans") with respect to which the Corporation has established the Trust under the Benefit Trust Agreement. A reference to a Plan in this Exhibit refers to that Plan as it may have been, or may be, amended from time to time.

EXHIBIT 2

None.

Note: Plans 1 through 5 of Exhibit 1 are not included on Exhibit 2 or 3 because each of these plans has a lump sum payout and each of these plans has its own internal provisions on how these lump sum payouts are calculated. Plan 8 is not included on Exhibit 2 or 3 because each Split Dollar Agreement requires funding in the full amount of the specified premiums. Funding pursuant to each executive's Split Dollar Agreement will also satisfy the Split Dollar funding requirements in the executive's Employment Agreement (if any).

EXHIBIT 3

1. American General Corporation Retirement Plan for Directors

2. Deferred Compensation under Directors' Incentive Awards under American General Stock and Incentive Plans

Note: See the note to Exhibit 2.