EXHIBIT (8)(b)
[SERVICES AGREEMENT]
This Agreement is entered into by and among AMERICAN GENERAL
[Corporation], a corporation duly organized and existing under the laws of the
State of Texas, and various of its subsidiaries named below, all of which
companies together constitute the AMERICAN GENERAL GROUP OF COMPANIES, such
companies being referred to hereinafter as "AFFILIATES" and the group as
"GROUP".
W I T N E S S E T H
WHEREAS, it has been a long-standing practice within the GROUP for each
AFFILIATE, when called upon by another AFFILIATE to provide a service which
the former is qualified to perform, to provide such requested service to such
AFFILIATE, and
WHEREAS, as part of that long-standing practice, the AFFILIATE providing
such service is reimbursed for the costs and expenses which it has incurred in
providing such service by the AFFILIATE receiving such service, so that
neither AFFILIATE incurs a loss nor realizes a profit at the expense of the
other AFFILIATE by reason of the providing of such service, . . .
NOW, THEREFORE, it is agreed among the AFFILIATES as follows:
1. Whenever any AFFILIATE shall perform a service at the request of
and for the benefit of another AFFILIATE, the AFFILIATE rendering
such service shall be reimbursed for the costs and expenses which
it incurs in providing such service by the AFFILIATE receiving
such service, so that neither AFFILIATE shall incur a loss nor
realize a profit at the expense of the other AFFILIATE by reason
thereof. The terms of such reimbursement are to be fair and
equitable.
2. Charges or fees for services performed by one AFFILIATE for
another shall be reasonable.
3. The books, accounts, and records of each AFFILIATE shall at all
times be so maintained as to disclose clearly and accurately the
precise nature and details of all transactions covered by this
agreement.
