1996 DEFERRED COMPENSATION PLAN
American General Corporation (hereinafter referred to as "AGC") hereby establishes the 1996 Deferred
Compensation Plan (hereinafter referred to as the "Plan") for Harold S. Hook (hereinafter referred to
2.01 "Annual Base Salary" means the amount of annual salary, set by the Personnel Committee of the
AGC Board of Directors, payable to Participant in biweekly installments.
2.02 "Cash Bonus Award" means the annual cash bonus awarded by a Committee consisting of members of
the Personnel Committee of the AGC Board of Directors in their complete discretion to chosen
members of the highest-paid group of salaried employees.
2.03 "Deferred Compensation" means the amount of Cash Bonus Award defined in Section 2.02 and the
Annual Base Salary defined in Section 2.01 which Participant and AGC mutually agree to defer.
2.04 "Election" means Participant's election to defer all or part of his Annual Base Salary and Cash
Bonus Award for a particular calendar year as evidenced by a Notice of Election to Defer Income
whose form will be substantially similar to Exhibit I attached to this Plan. Such election
shall fix the amount of Deferred Compensation, establish the time when the payment of benefits
shall commence, specify the option under which benefits will be paid, and incorporate the
terms, conditions, and provisions of this Plan by reference. An executed Election form will
continue in force until all Benefits relating to such election have been paid.
2.05 "Separation from Service" means severance of Participant's relationship with AGC as an
employee. Participant shall be deemed to have severed his employment or contractual
relationship with AGC for purposes of this Plan when, in accordance with the established
practices of AGC, the employment or contractual relationship is considered to have terminated.
This Plan will be administered by a Committee of one or more persons appointed by AGC. The Committee
will act as the agent of AGC in all matters concerning the administration of this Plan.
IV. DEFERRAL ELECTION
4.01 Participant may elect to defer all or any part of his Cash Bonus Award, as defined in Section
2.02 of this Plan, and Annual Base Salary, as defined in Section 2.01 of this Plan, by
completing an Election as provided below. If no Election is made, all compensation will be paid
on a regular basis.
4.02 The Election to defer Annual Base Salary must be made within 30 days prior to the beginning of
the calendar year in which the compensation is to be deferred and must defer compensation not
4.03 Participant may not amend or modify the Plan to change the amount of Deferred Compensation, the
payment option selected, or the time when the payment of benefits should commence, except in
the case of Participant's becoming disabled as discussed in Section 5.04. However, Participant
shall make a separate Election to defer his Cash Bonus Award and Annual Base Salary each
4.04 If Participant makes a withdrawal pursuant to Section 5.05, Participant may again defer his
Cash Bonus Award and Annual Base Salary by executing a new Election prior to the beginning of
the calendar year in which it is effective. The effective date of the new Election will be
subject to the provisions of Section 5.05.
5.01 The benefit payable under this Plan shall be payable to Participant in one lump sum payment in
an amount equal to the total of the deferred compensation plus interest at the rate in effect
from time to time under the Cash Fund of the American General Employees' Thrift and Incentive
Plan. Interest on the benefit shall be credited at the end of each calendar quarter on the
basis of the time during such quarter the various portions of such amounts were credited as
payable under this Plan, and such interest shall be compounded quarterly at the end of each
SEPARATION FROM SERVICE
5.02 Participant will be entitled to his lump sum payment on the first business day of the second
calendar year following the date of Participant's Separation from Service.
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5.03 Should Participant die before he has begun to receive the benefits provided in Section 5.01,
AGC shall cause to be paid to Participant's spouse within thirty (30) days of receipt of
satisfactory proof of death, a lump sum benefit in an amount equal to the then value of
Participant's account. If Participant's spouse does not survive Participant for a period of
fifteen (15) days, then AGC shall cause such death benefit to be paid to Participant's estate.
5.04 Should Participant become disabled before the commencement date of the benefits, Participant
may elect to receive his lump sum payment on the first day of the month following the
determination of disability. The Plan shall consider Participant disabled on the date the
committee appointed by AGC to administer this Plan determines Participant is unable to engage
in any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or mental impairment or be of
long-continued and indefinite duration. The disability of Participant shall be determined by
the committee in accordance with uniform principles consistently applied, upon the basis of
such evidence as the committee deems necessary and desirable. An election to receive disability
benefits must be made within a reasonable time after the determination of disability.
UNFORESEEABLE EMERGENCY WITHDRAWALS
5.05 In the event of an unforeseeable emergency prior to the commencement of the benefits provided
in Section 5.01, Participant may apply to the committee to receive that part of his account
which is reasonably needed to satisfy the emergency needs. If such application for emergency
withdrawal is approved by AGC, AGC shall pay Participant such value as AGC deems necessary to
meet the emergency needs. An unforeseeable emergency involves only circumstances of sudden and
unexpected emergencies which would cause great hardship to Participant if early withdrawal were
not permitted. The emergency must be beyond Participant's control and payment may not be made
to the extent that such hardship may be relieved by other financial resources available to
Participant, including insurance reimbursement, cessation of deferrals under the Plan, or
liquidation of other assets.
If Participant is granted an unforeseeable emergency hardship withdrawal, he shall be required
to cease deferring compensation under this Plan. The period of cessation shall commence as of
the date of the request and shall expire as of the last day of the calendar year next following
the calendar year containing the date of the request. Participant can execute a new Election
and resume making deferrals of his Cash Bonus Award and Annual Base Salary effective as of the
first day of the first calendar year following the end of the period of cessation.
VI. RELATIONSHIP TO OTHER PLANS
This Plan serves in addition to any other retirement, pension, or benefit plan or system presently in
existence of hereinafter established.
Participant's rights, interests, and benefits hereunder cannot be assigned, transferred, pledged, sold,
conveyed or encumbered in any way by Participant or his estate, and are not subject to execution,
attachment, or similar process. Any attempted sale, conveyance, transfer, assignment, pledge or
encumbrance of the rights, interests, or benefits provided pursuant to the terms of this Plan contrary
to the terms of the foregoing sentence, or the levy of any attachment or similar process thereupon,
shall be null and void and without effect.
VIII. AMENDMENT OR TERMINATION OF PLAN
AGC may at any time amend or terminate this Plan, provided that such amendment or termination shall not
affect the rights of Participant with respect to any compensation deferred before the date of the
termination of this Plan. Participant will thereafter receive his Cash Bonus Award and Annual Base
Salary and benefits shall be paid as provided in Article V.
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IX. APPLICABLE LAW
This Agreement shall be construed under the laws of the State of Texas.
IN WITNESS WHEREOF, the parties have signed this 1996 Deferred Compensation Agreement, this 18th day of
WITNESS: AMERICAN GENERAL CORPORATION
/s/ JOSIANNE ISNARD By: /s/ JO ANN GRIFFITH
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Jo Ann Griffith
Vice President -- Human Resources
/s/ CARMEL L. OSBORNE /s/ HAROLD S. HOOK
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Harold S. Hook
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1996 DEFERRED INCOME PLAN
NOTICE OF ELECTION TO DEFER INCOME
December 18, 1995
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
1. Deferral of Income. Pursuant to Article 4 of my 1996 Deferred
Compensation Plan with American General Corporation, I hereby
elect to have 80% of the amount payable to me as Annual Base
Salary during the 1996 calendar year and 0% of any amount payable
to me as a Cash Bonus Award during the 1996 calendar year
deferred and paid to me on my "Deferral Date."
2. Deferral Date. For purposes of the 1996 Deferred Compensation
Plan, the Deferral Date, which is the date the payments commence,
shall be the first business day of the second calendar year
following the date of my Separation from Service.
3. Manner of Deferred Payment. Deferred payments are to be made in a
lump sum payment payable on the first business day of the second
calendar year following the date of my Separation from Service.
4. Terms of Election. I understand that this election is subject to
the terms and conditions of the 1996 Deferred Compensation Plan.
I further understand that upon my disability, I may elect to
receive the lump sum payment on the first day of the month
following the determination of my disability.
Dated: December 18, 1995
/s/ HAROLD S. HOOK
Harold S. Hook
Received this 18th day of December, 1995
/s/ JO ANN GRIFFITH
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