means the sum of the Average Shareholders' Equity for the current Plan

 AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended March 31, 1994

                                                                   Exhibit 10 

                         AMERICAN GENERAL CORPORATION
                PERFORMANCE - BASED PLAN FOR EXECUTIVE OFFICERS

                              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)   "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.

            (b)   "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.

            (c)   "Award" means an amount granted pursuant to Section 4 of the
      Plan.

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

            (e)   "Common Stock" means  the common stock  ($.50 par value)  of
      the Corporation.

            (f)   "Corporation" means American General Corporation.

            (g)   "Incentive  Pool" means a pool  of funds created pursuant to
      Section 3 of the Plan.

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended March 31, 1994

            (h)   "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.

            (i)   "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.

            (j)   "Personnel  Committee"  or "Committee"  means  the Personnel
      Committee of the Board of Directors.

            (k)   "Plan Year" means the calendar year.

                  SECTION 3 - DETERMINATION OF INCENTIVE POOL

      3.1   Prior to the beginning of each Plan Year (or prior to April 1 with
respect to the  1994 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

                                      -2-

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended March 31, 1994

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

                                      -3-

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended March 31, 1994

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.

                                      -4-

 

Basic Info X:

Name: means the sum of the Average Shareholders' Equity for the current Plan
Type: the Current Plan
Date: May 12, 1994
Company: AMERICAN GENERAL CORP /TX/
State: Texas

Other info:

Date:

  • January 1 , 1994
  • March 31 , June 30
  • September 30
  • December 31
  • April 1
  • the first quarter
  • the Quarter Ended March 31 , 1994

Organization:

  • Board of Directors of the Corporation
  • American General Corporation
  • Personnel Committee of the Board of Directors

Location:

  • State of Texas

Money:

  • $ .50
  • $ 2,000,000

Percent:

  • 7 %
  • 3 %