EXHIBIT (8)(K) SAFECO December 1, 1998 {PRIVATE} American General Life Insurance Company 2727 Allen Parkway WT-03 Houston, Texas 77019 Ladies and Gentlemen: This letter amends and supersedes the letter agreement dated April 1, 1998 between SAFECO...

                                                                  EXHIBIT (8)(K)
SAFECO

December 1, 1998 {PRIVATE}



American General Life Insurance Company
0000 Xxxxx Xxxxxxx  XX-00
Xxxxxxx, Xxxxx 00000

Ladies and Gentlemen:

This letter amends and supersedes the letter agreement dated April 1, 1998
between SAFECO Asset Management Company ("XXX") and American General Life
Insurance Company ("AGL") concerning certain administrative services to be
provided by AGL on a sub-administration basis with respect to certain series of
the SAFECO Resource Series Trust (the "Fund") in connection with the
Participation Agreement between AGL, American General Securities Incorporated,
the Fund, and SAFECO Securities, Inc. (the "Participation Agreement").
Capitalized terms not defined herein shall have the meanings ascribed to them in
the Participation Agreement.

1.   Administrative Services and Expenses.  AGL shall be responsible for
     administrative services for purchasers of Policies and for the Separate
     Accounts named in Schedule B attached hereto and made a part hereof and
     which invest in the Series pursuant to the Participation Agreement.
     Administrative services for the Series in which the Separate Accounts
     invest, and for purchasers of shares of the Series, are the responsibility
     of the Fund.

     AGL has agreed to assist XXX, as XXX may request from time to time, with
     the provision of administrative services ("Administrative Services") to the
     Series, on a sub-administration basis, as they may relate to the investment
     in the Series by the Separate Accounts. It is anticipated that
     Administrative Services may include (but shall not be limited to) the
     printing and mailing of informational materials to owners of the Policies
     supported by the Separate Accounts with allocations to the Series; the
     provision of various reports for the Fund and for submission to the Fund's
     Board of Trustees; the provision of shareholder support services with
     respect to the Series; and the services listed on Schedule A attached
     hereto and made a part hereof.

2.   Administrative Expense Payments.  In consideration of the anticipated
     administrative expense savings resulting from the arrangements set forth in
     this Agreement, XXX agrees to pay AGL on a quarterly basis an amount set
     forth in Schedule B.

     For purposes of computing the payment to AGL contemplated under this
     Paragraph 2 for each quarterly period, the total of the average daily net
     assets invested by the Separate Accounts shall be multiplied by the rate
     shown in Schedule B multiplied by the actual number of days in the period
     divided by 365.

     The expense payment contemplated by this Paragraph 2 shall be calculated by
     XXX at the end of each quarter and will be paid to AGL within 30 days
     thereafter on a pro-rata basis. Payment will be accompanied by a statement
     showing the calculation of the quarterly amount payable by XXX and such
     other supporting data as may be reasonably requested by AGL.

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3.   Nature of Payments.  The parties to this letter agreement recognize and
     agree that  payments to AGL relate to Administrative Services only.  The
     amount of administrative expense payments made by  XXX to AGL pursuant to
     Paragraph 2 of this letter agreement shall not be deemed to be conclusive
     with respect to SAM's actual administrative expenses or savings.

4.   Term.  This letter agreement shall remain in full force and effect for so
     long as the assets of the Series are attributable to amounts invested by
     the Separate Accounts under the Participation Agreement, unless terminated
     in accordance with Paragraph 5 of this letter agreement.

5.   Termination.  This letter agreement may be terminated by either party upon
     90 days' advance written notice or immediately upon termination of the
     Participation Agreement or upon the mutual agreement of the parties hereto
     in writing.

6.   Representation.  AGL represents and agrees that it will maintain and
     preserve all records as required by law to be maintained and preserved in
     connection with providing the Administrative Services, and will otherwise
     comply with all laws, rules and regulations applicable to the
     Administrative Services.

7.   Subcontractors.  AGL may, with the prior written consent of XXX, contract
     with or establish relationships with other parties for the provision of the
     Administrative Services or other activities of AGL required by this letter
     agreement, provided that AGL shall be fully responsible for the acts and
     omissions of such other parties.  XXX agrees that American General Life
     Companies, an affiliate of AGL, may provide services on behalf of AGL under
     this letter agreement as provided in this paragraph.

8.   Authority.  This letter agreement shall in no way limit the authority of
     the Fund or XXX to take such action as either party may deem appropriate or
     advisable in connection with all matters relating to the operations of the
     Fund and/or sale of its shares.  AGL understands and agrees that the
     obligations of XXX under this letter agreement are not binding upon the
     Fund.

9.   Indemnification.  This letter agreement will be subject to the
     indemnification provisions in Section 12 of the Participation Agreement.

10.  Miscellaneous.  This letter agreement may be amended only upon mutual
     agreement of the parties hereto in writing.  This letter agreement may not
     be assigned by either party hereto, by operation of law or otherwise,
     without the prior written consent of the other party.  This letter
     agreement, including Schedule A and Schedule B, constitutes the entire
     agreement between the parties with respect to the matters dealt with
     herein, and supersedes any previous agreements and documents with respect
     to such matters.  This letter agreement may be executed in counterparts,
     each of which shall be deemed an original but all of which shall together
     constitute one and the same instrument.  Each party agrees to notify the
     other party promptly if for any reason it is unable to perform fully and
     promptly any of its obligations under this letter agreement.

11.  Notice. Any notices required to be sent hereunder shall be sent in
     accordance with the Participation Agreement, except that any notice to XXX
     hereunder shall be sent to:

                    SAFECO Asset Management Company
                    0000 Xxxxxxxx Xxxxxx X.X.
                    Seattle, Washington 98185
                    Attention:  Institutional Division

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Please indicate AGL's understanding of, and agreement to, the matters set forth
above by signing below and returning a signed copy to us.

Very truly yours,


By: ___________________________

Name:  Xxxxxx Xxxxxxxxx - Vice President

Acknowledged and Agreed:

AMERICAN GENERAL LIFE INSURANCE COMPANY

By: _______________________________

Name: ____________________________

Title: _____________________________

Attachment:  Schedule A
             Schedule B

                                      -3-


                                 SCHEDULE A

I.  Fund-related Policyowner services

 .   Fund proxies services, including facilitating distribution of proxy
    material to Policyowners, tabulation and reporting.

 .   Telephonic support for Policyowners with respect to inquiries about the Fund
    (not including information related to sales).

 .   Communications to Policyowners regarding performance of the Series.


II.  Sub-accounting services

 .   Aggregating purchase and redemption orders of the Separate Accounts for
    sales of the Series.

 .   Assistance in resolution of pricing errors.


III.  Other administrative support

 .   Providing other administrative support to the Fund as mutually agreed
    between AGL and XXX.

                                      -4-


                                 SCHEDULE B





Separate Account                      Registration Nos. of Variable        Administrative Expense Amounts
----------------                              Life Insurance               ------------------------------
                                    Policy(ies)/Annuity Contracts and
                                        Policy or Contract Name(s)
                                    ---------------------------------
                                                                   
American General Life Insurance     File Nos. 333-42567                  XXX agrees to pay AGL a quarterly
 Company Separate Account VL-R                811-08561                  amount that is equal on a annual
                                    Policies:  Platinum Investor I       basis to twenty-five basis points
                                    and Platinum Investor II Variable    (.25%) of the average combined
                                    Life Insurance Policies (Contract    daily net assets of all of shares
                                    Form Nos. 97600 and 97610)           of the Fund held in the Separate
                                                                         Account of AGL pursuant to the
                                    Corporate America-Variable Life      Participation Agreement.
                                    Insurance Policies (Contract
                                    Form No. 99301)
American General Life Insurance     File Nos. 333-70667                  XXX agrees to pay AGL a quarterly
 Company Separate Account D                   811-2441                   amount that is equal on a annual
                                    Policy:  Platinum Investor           basis to twenty-five basis points
                                    Variable Annuity Contract            (.25%) of the average combined
                                    (Contract Form No. 98202)            daily net assets of all of shares
                                                                         of the Fund held in the Separate
                                                                         Account of AGL pursuant to the
                                                                         Participation Agreement


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