CERTIFICATE

EXHIBIT 4(a)

CERTIFICATE

     I, Thomas D. Graber, Vice President, General Counsel and Secretary of American General Finance Corporation, an Indiana corporation (the “Company”), do hereby certify that attached hereto are true copies of resolutions duly adopted by a duly authorized and appointed committee of the Board of Directors of the Company on March 27, 2003 and November 16, 2007, respectively; such resolutions (i) were adopted by unanimous written consent; and (ii) have not been amended, modified or rescinded and remain in full force and effect, except as otherwise stated therein.

     IN WITNESS WHEREOF, I have hereunto signed my name.

Dated: November 26, 2007

     WHEREAS, this Terms and Pricing Committee previously has authorized the creation, issuance and sale of up to $7,500,000,000 aggregate principal amount of the Company’s debt securities (the “Debt Securities”), which are to be issued under an Indenture, dated as of May 1, 1999 (the “Indenture”), between the Company and Citibank N.A., as Trustee (the “Trustee”), and $5,750,000,000 of which Debt Securities have been registered under the Securities Act of 1933 on the Company’s Registration Statement on Form S-3 (Registration No. 333-100345) which was declared effective by the Securities and Exchange Commission on October 18, 2002 (the “Registration Statement”); and

     WHEREAS, this Terms and Pricing Committee now desires to create a series of Debt Securities and to authorize the issuance and sale thereof from time to time under its IncomeNotes program;

1. Approval of Terms of IncomeNotes.

     NOW, THEREFORE, BE IT RESOLVED, that this Terms and Pricing Committee hereby authorizes and approves the creation by the Company of a series of Debt Securities, the execution on behalf of the Company of such series of Debt Securities, the delivery of such series of Debt Securities to the Trustee, the authentication thereof by the Trustee, and the delivery thereof by the Trustee pursuant to a Company Order (as defined in the Indenture; and any terms used herein in initially capitalized form but not defined herein shall have the meanings given to them in the Indenture), all in accordance with Article Three of the Indenture and with the procedures set forth in the Indenture and in the administrative procedures hereinafter approved (the “Administrative Procedures”) as follows:

     a. Title.

     The title of such series of Debt Securities shall be “IncomeNotes with maturities of 9 months or more from date of issue “ (the “Notes”);

     b. Aggregate Principal Amount.

     The aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture shall not exceed $1,000,000,000, or the equivalent thereof in one or more foreign currencies, including the Euro, and any composite currency. For purposes of calculating the issue price of Notes denominated in a foreign currency to be applied against the amount of Notes authorized, such Notes shall have an issue price in U.S. dollars determined by the Trustee, as Paying Agent, using the noon buying rate in The City of New York for

cable transfers in foreign currencies as certified (or if not so certified, as otherwise determined) for customs purposes by The Federal Reserve Bank of New York;

     c. Type of Security.

     The Notes shall be issued as Registered Securities pursuant to the Indenture; and the Notes may be issued, as determined by any two Authorized Officers (as named below), either in certificated form or in book-entry form; and beneficial owners of interests in any Notes issued in book-entry form may exchange such interests for Notes in certificated form only under the circumstances, and on the terms and conditions, as may be determined by any two Authorized Officers;

     d. Maturity Date.

     Each Note shall have a Stated Maturity on which the principal of the Note is payable, as determined by any two Authorized Officers in accordance with the Administrative Procedures, which Stated Maturity may vary among the Notes and, in the case of extendible maturity notes, may be extended; provided, however, that each Stated Maturity shall not be less than nine months from date of issue;

     e. Interest, Principal Amount and Currency

     Each Note shall be issued in a principal amount and in a currency determined by any two Authorized Officers in accordance with the Indenture and the Administrative Procedures; each interest bearing Note shall bear interest from its date of issue at a fixed rate; subject to the provisions established by these resolutions, all determinations regarding interest on the Notes shall be made by any two Authorized Officers in accordance with the Indenture and the Administrative Procedures; and principal amounts and interest terms may vary among the Notes;

     f. Issue Date.

     Each Note shall be issued on and dated such date as may be determined by any two Authorized Officers in accordance with the Administrative Procedures, which date may vary among the Notes;

     g. Interest Payments Dates and Record Dates.

     The Interest Payment Dates on which interest on each Note shall be payable shall be as set forth in the table below depending on whether interest is payable on a monthly, quarterly, semi-annual or annual basis, unless otherwise determined by any two Authorized Officers, and at Maturity of the Note; and, unless otherwise determined by any two Authorized Officers, the Regular Record Date for the payment of interest on any Note shall be the fifteenth calendar day (whether or not a Business Day) prior to each such Interest Payment Date;

Interest
Payments		Interest Payment Dates
Monthly		Fifteenth day of each calendar month, commencing in the first succeeding calendar month following the month in which the Note is issued.
Quarterly		Fifteenth day of every third month, commencing in the third succeeding calendar month following the month in which the Note is issued.
Semi-annual		Fifteenth day of every sixth month, commencing in the sixth succeeding calendar month following the month in which the Note is issued.
Annual		Fifteenth day of every twelfth month, commencing in the twelfth succeeding calendar month following the month in which the Note is issued.

     h. Place and Manner of Payment.

     Payment of the principal of, and premium and interest, if any, on the Notes shall be made at the places and in the manner approved by any two Authorized Officers in accordance with the provisions of the Indenture and the Administrative Procedures;

     i. Redemption or Repayment.

     The Notes shall not be redeemable or repayable prior to the Stated Maturity thereof unless otherwise determined with respect to specific Notes by any two Authorized Officers and unless so specified in a Prospectus Supplement, in which case such specific Notes shall be redeemable or repayable at the times or upon the events determined by such Authorized Officers and in accordance with the provisions set forth in such Notes and Prospectus Supplement and in the Indenture;

     j. Sinking Fund.

     The Notes shall not be entitled to any sinking fund unless otherwise determined with respect to specific Notes by any two Authorized Officers and unless so specified in a Prospectus Supplement, in which case such specific Notes shall be entitled to a sinking fund at the times or upon the events determined by such Authorized Officers and in accordance with the provisions set forth in such Notes and Prospectus Supplement and in the Indenture;

     k. Denominations.

     The Notes shall be issuable in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000 (or such other authorized denominations in a specified currency other than United States dollars as shall be determined by any two Authorized Officers);

     l. Book-entry.

     Unless otherwise determined with respect to specific Notes by any two Authorized Officers, all of the Notes shall be issued in book-entry form pursuant to the book-entry system described in a Prospectus Supplement and the accompanying Prospectus;

     m. Form of Book-entry Security.

     The form of book-entry security for Notes attached to this written consent as Exhibit A, and the terms and provisions of such Notes set forth therein (including, without limitation, the terms and provisions with respect to the payment of principal and interest and with respect to optional redemption, optional repayment, survivor’s option and sinking fund payments), hereby are approved in all respects; and, unless otherwise determined by any two Authorized Officers in accordance with the authority granted to them pursuant to these resolutions, such form of security shall be used for, and such terms and provisions shall apply to, each Note, issued in book-entry form (it being understood that such optional redemption, optional repayment, survivor’s option and sinking fund terms shall not be applicable to any Note unless otherwise determined by any two Authorized Officers and unless so specified in a Prospectus Supplement);

     n. Form of Certificated Securities.

     The form of certificated securities for Notes, and the terms and provisions for such Notes to be set forth therein, shall be as determined from time to time by any two Authorized Officers in accordance with the authority granted to them pursuant to these resolutions;

     o. Additional Types of Notes.

     The Notes may be issued as discount notes, indexed notes, extendible maturity notes and amortizing notes and, subject to the provisions established by these resolutions, all determinations regarding the terms of such Notes shall be made by any two Authorized Officers in accordance with the Indenture and the Administrative Procedures and all amounts payable with respect to such Notes shall be calculated in a manner described in such Notes and in one or more Prospectus Supplements; the forms of book-entry and certificated securities for such Notes, and the terms and provisions to be set forth therein, shall be as determined from time to time by any two Authorized Officers in accordance with the authority granted to them pursuant to these resolutions; and

     p. Miscellaneous.

     In all other respects, the Notes shall have the terms to be established and reestablished from time to time by any two Authorized Officers; and be it

2. Authentication and Delivery of Notes.

     FURTHER RESOLVED, that any one Authorized Officer be, and each of them hereby is, authorized and directed to cause the Trustee to complete and authenticate Notes in the form or forms and in the aggregate principal amount specified in paragraph 1 above in such denominations and registered in such names as shall hereafter be requested in accordance with a Company Order to the Trustee, and to deliver said authenticated Notes in accordance with said Company Order and the Administrative Procedures, and otherwise to act with respect to the Notes in accordance with the Company Order and the Administrative Procedures; and be it

3. Selling Agent Agreement.

     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to establish the form, terms and provisions of the Selling Agent Agreement relating to the sale of Notes to or through agents (the “Agents”) to be entered into among the Agents and the Company (the “Selling Agent Agreement”), and that any two Authorized Officers be, and they hereby are, authorized in the name and on behalf of the Company to execute and deliver, in such number of counterparts as such Authorized Officers deem advisable, the Selling Agent Agreement in such form, and containing such terms and provisions, as the Authorized Officers executing the same shall approve, such approval to be conclusively evidenced by their execution and delivery thereof; and be it

4. Administrative Procedures.

     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to establish the forms, terms and provisions of the Administrative Procedures relating to the sale of Notes to or through the Agents, and that the appropriate officers of the Company be, and they hereby are, authorized to act in accordance with such Administrative Procedures in such form and containing such terms and provisions, as any two Authorized Officers shall approve; and be it

5. Exchange Rate Agency Agreement

     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to establish the form, terms and provisions of one or more Exchange Rate Agency Agreements relating to the calculation of exchange rates between U.S. dollars and foreign currencies in which Notes may be denominated and payable, to be entered into between the Company and the Trustee as exchange rate agent, and that any two Authorized Officers be, and they hereby are, authorized in the name and on behalf of the Company to execute and deliver, in such number of counterparts as such Authorized Officers deem advisable, any Exchange Rate Agency Agreement in such form, and containing such terms and provisions, as the Authorized Officers executing the same shall approve, such approval to be conclusively evidenced by their execution and delivery thereof; and be it

6. Letter of Representations.

     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to establish the form, terms and provisions of the Letter of Representations relating to certain matters arising in connection with the issuance of Notes, to be entered into among the Company, the Trustee and The Depository Trust Company, and that any one Authorized Officer be, and each of them hereby is, authorized in the name and on behalf of the Company to execute and deliver, in such number of counterparts as such Authorized Officer deems advisable, the Letter of Representations in such form, and containing such terms and provisions, as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by such Authorized Officer’s execution and delivery thereof; and be it

7. Authorized Officers.

     FURTHER RESOLVED, that the Chairman, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer and any Assistant Treasurer of the Company be, and each of them hereby is, appointed as an Authorized Officer, and that any two Authorized Officers be, and hereby are, authorized to make all determinations and to do and prepare all such acts or things, and to execute, deliver, and file such documents or instruments as may be necessary or appropriate in order to carry out fully the purposes and intent of the foregoing resolutions, except that any one Authorized Officer, acting alone, shall be authorized to take the actions specified in paragraphs 2 and 6 above; and be it

8. Further Miscellaneous Authority.

     FURTHER RESOLVED, that the appropriate officers of the Company be, and each of them hereby is, authorized to do and perform all such acts or things, and to execute, deliver, and file such documents or instruments as such officer may deem necessary or appropriate in order to carry out fully the purpose and intent of the foregoing resolutions.

     WHEREAS, this Terms and Pricing Committee previously has authorized the creation, issuance and sale of up to $15,000,000,000 aggregate principal amount of the Company’s debt securities (the “Debt Securities”), which are to be issued under an Indenture, dated as of May 1, 1999 (the “Indenture”), between the Company and Wilmington Trust Company (as successor trustee to Citibank, N.A.), as Trustee (the “Trustee”), and which Debt Securities have been registered under the Securities Act of 1933 on the Company’s Registration Statement on Form S-3 (Registration No. 333-136056) which was filed and became automatically effective with the Securities and Exchange Commission on July 26, 2006 (the “New Registration Statement”); and

     WHEREAS, Citibank, N.A. serves as Paying Agent, Security Registrar and Authenticating Agent under the Indenture; and

     WHEREAS, this Terms and Pricing Committee on March 27, 2003 (the “Prior Resolutions”) created a series of Debt Securities titled “IncomeNotes with maturities of 9 months or more from date of issue” (the “Notes”) and authorized the issuance and sale thereof from time to time under its Notes program using the Company’s Registration Statement on Form S-3 (Registration Statement No. 333-100345) which was declared effective by the Securities and Exchange Commission on October 18, 2002; and

     WHEREAS, the Prior Resolutions provided that the aggregate principal amount of Notes which may be authenticated and delivered under the Indenture shall not exceed $1,000,000,000 (or the equivalent thereof in one or more foreign currencies, including the Euro, and any composite currency); and

     WHEREAS, this Terms and Pricing Committee now desires to recommence the Notes program under the New Registration Statement and to increase by $1,500,000,000 the aggregate principal amount of Notes which may be authenticated and delivered under the Indenture;

1. Approval of Terms of IncomeNotes.

     NOW, THEREFORE, BE IT RESOLVED, that this Terms and Pricing Committee hereby authorizes and approves the issuance of Notes under the New Registration Statement, the delivery of Notes to the Trustee, the authentication thereof by the Trustee (or a duly authorized agent of the Trustee), and the delivery thereof by the Trustee pursuant to a Company Order (as defined in the Indenture; and any terms used herein in initially capitalized form but not defined herein shall have the

meanings given to them in the Indenture), all in accordance with Article Three of the Indenture and with the procedures set forth in the Indenture and in the administrative procedures hereinafter approved (the “Administrative Procedures”) as follows:

     a. Aggregate Principal Amount.

     The aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture shall not exceed $1,500,000,000 (or the equivalent thereof in one or more foreign currencies, including the Euro, and any composite currency) plus such additional aggregate principal amount of Notes as were authorized for authentication and delivery under the Indenture pursuant to the Prior Resolutions that were not so authenticated and delivered. For purposes of calculating the issue price of Notes denominated in a foreign currency to be applied against the amount of Notes authorized, such Notes shall have an issue price in U.S. dollars determined by Citibank, N.A., as Paying Agent, using the noon buying rate in The City of New York for cable transfers in foreign currencies as certified (or if not so certified, as otherwise determined) for customs purposes by The Federal Reserve Bank of New York;

     b. Type of Security.

     The Notes shall be issued as Registered Securities pursuant to the Indenture; and the Notes may be issued, as determined by any two Authorized Officers (as named below), either in certificated form or in book-entry form; and beneficial owners of interests in any Notes issued in book-entry form may exchange such interests for Notes in certificated form only under the circumstances, and on the terms and conditions, as may be determined by any two Authorized Officers;

     c. Maturity Date.

     Each Note shall have a Stated Maturity on which the principal of the Note is payable, as determined by any two Authorized Officers in accordance with the Administrative Procedures, which Stated Maturity may vary among the Notes and, in the case of extendible maturity notes, may be extended; provided, however, that each Stated Maturity shall not be less than nine months from date of issue;

     d. Interest, Principal Amount and Currency

     Each Note shall be issued in a principal amount and in a currency determined by any two Authorized Officers in accordance with the Indenture and the Administrative Procedures; each interest bearing Note shall bear interest from its date of issue at a fixed rate; subject to the provisions established by these resolutions, all determinations regarding interest on the Notes shall be made by any two Authorized Officers in accordance with the Indenture and the Administrative Procedures; and principal amounts and interest terms may vary among the Notes;

     e. Issue Date.

     Each Note shall be issued on and dated such date as may be determined by any two Authorized Officers in accordance with the Administrative Procedures, which date may vary among the Notes;

     f. Interest Payments Dates and Record Dates.

     The Interest Payment Dates on which interest on each Note shall be payable shall be as set forth in the table below depending on whether interest is payable on a monthly, quarterly, semi-annual or annual basis, unless otherwise determined by any two Authorized Officers, and at Maturity of the Note; and, unless otherwise determined by any two Authorized Officers, the Regular Record Date for the payment of interest on any Note shall be the fifteenth calendar day (whether or not a Business Day) prior to each such Interest Payment Date;

Interest
Payments		Interest Payment Dates
Monthly		Fifteenth day of each calendar month, commencing in the first succeeding calendar month following the month in which the Note is issued.
Quarterly		Fifteenth day of every third month, commencing in the third succeeding calendar month following the month in which the Note is issued.
Semi-annual		Fifteenth day of every sixth month, commencing in the sixth succeeding calendar month following the month in which the Note is issued.

Interest
Payments		Interest Payment Dates
Annual		Fifteenth day of every twelfth month, commencing in the twelfth succeeding calendar month following the month in which the Note is issued.

     g. Place and Manner of Payment.

     Payment of the principal of, and premium and interest, if any, on the Notes shall be made at the places and in the manner approved by any two Authorized Officers in accordance with the provisions of the Indenture and the Administrative Procedures;

     h. Redemption or Repayment.

     The Notes shall not be redeemable or repayable prior to the Stated Maturity thereof unless otherwise determined with respect to specific Notes by any two Authorized Officers and unless so specified in a Prospectus Supplement, in which case such specific Notes shall be redeemable or repayable at the times or upon the events determined by such Authorized Officers and in accordance with the provisions set forth in such Notes and Prospectus Supplement and in the Indenture;

     i. Sinking Fund.

     The Notes shall not be entitled to any sinking fund unless otherwise determined with respect to specific Notes by any two Authorized Officers and unless so specified in a Prospectus Supplement, in which case such specific Notes shall be entitled to a sinking fund at the times or upon the events determined by such Authorized Officers and in accordance with the provisions set forth in such Notes and Prospectus Supplement and in the Indenture;

     j. Denominations.

     The Notes shall be issuable in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000 (or such other authorized denominations in a specified currency other than United States dollars as shall be determined by any two Authorized Officers);

     k. Book-entry.

     Unless otherwise determined with respect to specific Notes by any two Authorized Officers, all of the Notes shall be issued in book-entry form pursuant to the book-entry system described in a Prospectus Supplement and the accompanying Prospectus;

     l. Form of Book-entry Security.

     The form of book-entry security for Notes attached to this written consent as Exhibit A, and the terms and provisions of such Notes set forth therein (including, without limitation, the terms and provisions with respect to the payment of principal and interest and with respect to optional redemption, optional repayment, survivor’s option and sinking fund payments), hereby are approved in all respects; and, unless otherwise determined by any two Authorized Officers in accordance with the authority granted to them pursuant to these resolutions, such form of security shall be used for, and such terms and provisions shall apply to, each Note, issued in book-entry form (it being understood that such optional redemption, optional repayment, survivor’s option and sinking fund terms shall not be applicable to any Note unless otherwise determined by any two Authorized Officers and unless so specified in a Prospectus Supplement);

     m. Form of Certificated Securities.

     The form of certificated securities for Notes, and the terms and provisions for such Notes to be set forth therein, shall be as determined from time to time by any two Authorized Officers in accordance with the authority granted to them pursuant to these resolutions;

     n. Additional Types of Notes.

     The Notes may be issued as discount notes, indexed notes, extendible maturity notes and amortizing notes and, subject to the provisions established by these resolutions, all determinations regarding the terms of such Notes shall be made by any two Authorized Officers in accordance with the Indenture and the Administrative Procedures and all amounts payable with respect to such Notes shall be calculated in a manner described in such Notes and in one or more Prospectus Supplements; the forms of book-entry and certificated securities for such Notes, and the terms and provisions to be set forth therein, shall be as determined from time to time by any two Authorized Officers in accordance with the authority granted to them pursuant to these resolutions; and

     o. Miscellaneous.

     In all other respects, the Notes shall have the terms to be established and reestablished from time to time by any two Authorized Officers; and be it

2. Authentication and Delivery of Notes.

     FURTHER RESOLVED, that any one Authorized Officer be, and each of them hereby is, authorized and directed to cause the Trustee to complete and authenticate Notes in the form or forms and in the

aggregate principal amount specified in paragraph 1 above in such denominations and registered in such names as shall hereafter be requested in accordance with a Company Order to the Trustee, and to deliver said authenticated Notes in accordance with said Company Order and the Administrative Procedures, and otherwise to act with respect to the Notes in accordance with the Company Order and the Administrative Procedures; and be it

3. Selling Agent Agreement.

     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to establish the form, terms and provisions of the Selling Agent Agreement relating to the sale of Notes to or through agents (the “Agents”) to be entered into among the Agents and the Company (the “Selling Agent Agreement”), and that any two Authorized Officers be, and they hereby are, authorized in the name and on behalf of the Company to execute and deliver, in such number of counterparts as such Authorized Officers deem advisable, the Selling Agent Agreement in such form, and containing such terms and provisions, as the Authorized Officers executing the same shall approve, such approval to be conclusively evidenced by their execution and delivery thereof; and be it

4. Administrative Procedures.

     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to establish the forms, terms and provisions of the Administrative Procedures relating to the sale of Notes to or through the Agents, and that the appropriate officers of the Company be, and they hereby are, authorized to act in accordance with such Administrative Procedures in such form and containing such terms and provisions, as any two Authorized Officers shall approve; and be it

5. Exchange Rate Agency Agreement

     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to establish the form, terms and provisions of one or more Exchange Rate Agency Agreements relating to the calculation of exchange rates between U.S. dollars and foreign currencies in which Notes may be denominated and payable, to be entered into between the Company and Citibank, N.A. as exchange rate agent, and that any two Authorized Officers be, and they hereby are, authorized in the name and on behalf of the Company to execute and deliver, in such number of counterparts as such Authorized Officers deem advisable, any Exchange Rate Agency Agreement in such form, and containing such terms and provisions, as the Authorized Officers executing the same shall approve, such approval to be conclusively evidenced by their execution and delivery thereof; and be it

6. Letter of Representations.

     FURTHER RESOLVED, that the Authorized Officers are hereby authorized to establish the form, terms and provisions of the Letter of Representations relating to certain matters arising in connection with the issuance of Notes, to be entered into among the Company, Citibank, N.A. and The Depository Trust Company, and that any one Authorized Officer be, and each of them hereby is, authorized in the name and on behalf of the Company to execute and deliver, in such number of counterparts as such Authorized Officer deems advisable, the Letter of Representations in such form, and containing such terms and provisions, as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by such Authorized Officer’s execution and delivery thereof; and be it

7. Authorized Officers.

     FURTHER RESOLVED, that the Chairman, the Chief Executive Officer, the President, the Chief Financial Officer, the Secretary, the Treasurer and any Assistant Treasurer of the Company be, and each of them hereby is, appointed as an Authorized Officer, and that any two Authorized Officers be, and hereby are, authorized to make all determinations and to do and prepare all such acts or things, and to execute, deliver, and file such documents or instruments as may be necessary or appropriate in order to carry out fully the purposes and intent of the foregoing resolutions, except that any one Authorized Officer, acting alone, shall be authorized to take the actions specified in paragraphs 2 and 6 above; and be it

8. Further Miscellaneous Authority.

     FURTHER RESOLVED, that the appropriate officers of the Company be, and each of them hereby is, authorized to do and perform all such acts or things, and to execute, deliver, and file such documents or instruments as such officer may deem necessary or appropriate in order to carry out fully the purpose and intent of the foregoing resolutions.