GOLDEN AMERICAN LIFE INSURANCE CO /NY/, S-1, 2000-02-11

GOLDEN AMERICAN LIFE INSURANCE CO /NY/
S-1, 2000-02-11

Previous: LINDSAY MANUFACTURING CO, SC 13G, 2000-02-11

Next: SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO, N-4, 2000-02-11

As filed with the Securities and Exchange Commission on February 11, 2000
Registration No. 333-___________
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GOLDEN AMERICAN LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

6355
(Primary Standard Industrial Classification Code Number)

41-0991508
(I.R.S. Employer Identification No.)

Golden American Life Insurance Company
1475 Dunwoody Drive
West Chester, PA 19380-1478
(610) 425-3400
(Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Marilyn Talman, Esq. COPY TO:
Golden American Life Insurance Company Stephen E. Roth, Esq.
1475 Dunwoody Drive Sutherland Asbill & Brennan LLP
West Chester, Pennsylvania 19380-1478 1275 Pennsylvania Avenue, N.W.
(610) 425-3400 Washington, D.C. 20004-2404
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)

Approximate date of commencement of proposed sale to the public:
As soon as practical after the effective date of the Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box ................................................ [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [ ]..............

If this Form is post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [ ].....................................

If this Form is post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [ ].....................................

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box [ ]

<PAGE>
<PAGE>
- -----------------------------------------------------------------------------
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed
Title of each class Proposed maximum
of securities to be Amount to be maximum offering price aggregate offering Amount of
registered registered price per unit(1) price(1) registration fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Annuity Contracts
(Interests in N/A N/A $378,787.88 $100
Fixed Account)
</TABLE>
(1) The maximum aggregate offering price is estimated solely for the
purpose of determining the registration fee. The amount to be registered
and the proposed maximum offering price per unit are not applicable since
these securities are not issued in predetermined amounts or units.

- -----------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

PART I
The Prospectus contained herein does not contain all of the
information permitted by Securities and Exchange Commission
Regulations. Therefore, this Form S-1 for Golden American Life
Insurance Company ("Golden American")incorporates by
reference the Statement of Additional Information for the
GoldenSelect F.U. Combination Variable and Fixed Annuity,
and Part C (Other Information) contained in the Registration
Statement on Form N-4 (an initial registration statement, File
Nos. 333-_____, 811-5626, filed on or about the date hereof)
for Golden American Separate Account B. This information may
be obtained free of charge from Golden American Life Insurance
Company by calling Customer Service at 800-366-0066.

PROFILE AND PROSPECTUS OF GOLDENSELECT F.U. VA/R/

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

[begin shaded block]
PROFILE OF
GOLDENSELECT [FIRST UNION VA]
FIXED AND VARIABLE ANNUITY CONTRACT
[__________ __,] 2000

[inset within shaded block]
This Profile is a summary of some of the more important points that
you should know and consider before purchasing the Contract. The
Contract is more fully described in the full prospectus which
accompanies this Profile. Please read the prospectus carefully.
[end inset within shaded block]

[end shaded block]

1.THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and Golden American
Life Insurance Company. The Contract provides a means for you to
invest on a tax-deferred basis in (i) one or more of 27 mutual fund
investment portfolios through our Separate Account B and/or (ii) in
a fixed account of Golden American with guaranteed interest periods.
The 27 mutual fund portfolios are listed on page [3] below. We
currently offer guaranteed interest periods of 6 months, 1, 3, 5, 7
and 10 years in the fixed account. We set the interest rates in the
fixed account (which will never be less than 3%) periodically. We
may credit a different interest rate for each interest period.
The interest you earn in the fixed account as well as your
principal is guaranteed by Golden American as long as you do
not take your money out before the maturity date for the interest
period. If you withdraw your money from the fixed account more
than 30 days before the applicable maturity date, we will apply a
market value adjustment. A market value adjustment could increase
or decrease your contract value and/or the amount you take out.
Generally, the investment portfolios are designed to offer a better
return than the fixed account. However, this is NOT guaranteed.
You may not make any money, and you can even lose the money you
invest.

The Contract, like all deferred variable annuity contracts, has two
phases: the accumulation phase and the income phase. The
accumulation phase is the period between the contract date and the
date on which you start receiving the annuity payments under your
Contract. The amounts you accumulate during the accumulation phase
will determine the amount of annuity payments you will receive. The
income phase begins on the annuity start date, which is the date
you start receiving regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2)
the investments, (3) transfers between investments, (4) the type of
annuity to be paid after the accumulation phase, (5) the beneficiary
who will receive the death benefit, and (6) the amount and frequency
of withdrawals.

2.YOUR ANNUITY PAYMENTS (THE INCOME PHASE)
Annuity payments are the periodic payments you will begin receiving
on the annuity start date. You may choose one of the following
annuity payment options:

[FIRST UNION VA] PROFILE
PROSPECTUS BEGINS AFTER
PAGE [7] OF THIS PROFILE

[Table with Shaded Heading]
Annuity Options
|------------------------------------------------------------------------|
| Option 1 Income for a Payments are made for a specified |
| fixed period number of years to you |
| or your beneficiary. |
|------------------------------------------------------------------------|
| Option 2 Income for Payments are made for the rest of |
| life with a your life or longer for a specified |
| period certain period such as 10 or 20 years or |
| until the total amount used to buy |
| this option has been repaid. This |
| option comes with an added guarantee|
| that payments will continue to your |
| beneficiary for the remainder of |
| period if you should die during the |
| period. |
|------------------------------------------------------------------------|
| Option 3 Joint life income Payments are made for your life |
| and the life of another person |
| (usually your spouse). |
|------------------------------------------------------------------------|
| Option 4 Annuity plan Any other annuitization plan that we|
| choose to offer on the annuity |
| start date. |
|------------------------------------------------------------------------|

Annuity payments under Options 1, 2 and 3 are fixed. Annuity
payments under Option 4 may be fixed or variable. If variable and subject
to the Investment Company Act of 1940, it will comply with the requirements
of such Act. Once you elect an annuity option and begin to receive payments,
it cannot be changed.

3.PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $5,000 or
more ($1,500 for a qualified Contract) up to and including age 70.
You may make additional payments of $100 or more ($250 for a
qualified Contract) at any time before you turn 76 during the
accumulation phase. Under certain circumstances, we may waive the
minimum initial and additional premium payment requirement. Any
initial or additional premium payment that would cause the contract
value of all annuities that you maintain with us to exceed $1,000,000
requires our prior approval.

Who may purchase this Contract? Contracts offered by the prospectus
accompanying this Profile are available only to customers of
[ ] and its affiliates. The Contract may be purchased by
individuals as part of a personal retirement plan (a "non-qualified
Contract"), or as a Contract that qualifies for special tax treatment
when purchased as either an Individual Retirement Annuity (IRA) or in
connection with a qualified retirement plan (each a "qualified
Contract").

The Contract is designed for people seeking long-term tax-deferred
accumulation of assets, generally for retirement or other long-term
purposes. The tax-deferred feature is more attractive to people in
high federal and state tax brackets. You should not buy this
Contract if you are looking for a short-term investment or if you
cannot risk getting back less money than you put in.

4.THE INVESTMENT PORTFOLIOS
You can direct your money into (1) the fixed account with guaranteed
interest periods of 6 months, 1, 3, 5, 7 and 10 years, and/or (2)
into any one or more of the following 27 mutual fund investment
portfolios through our Separate Account B. The investment portfolios
are described in the prospectuses for the GCG Trust and the Evergreen
Variable Annuity Trust. Keep in mind that while an investment
in the fixed account earns a fixed interest rate, an investment
in any investment portfolio, depending on market conditions,
may cause you to make or lose money. The investment portfolios
available under your Contract are:

<TABLE>
<S> <C> <C>
THE GCG TRUST
Liquid Asset Series Rising Dividends Series Mid-Cap Growth Series
Limited Maturity Bond Series Capital Growth Series Strategic Equity Series
Global Fixed Income Series Growth Series Small Cap Series
Total Return Series Value Equity Series Real Estate Series
Fully Managed Series Research Series Hard Assets Series
Equity Income Series Managed Global Series Developing World Series
Investors Series All Cap Series Emerging Markets Series
Large Cap Value Series Capital Appreciation Series

EVERGREEN VARIABLE ANNUITY TRUST
Evergreen VA Equity Index Fund
Evergreen VA Foundation Fund
Evergreen VA Global Leaders Fund
Evergreen VA Small Cap Value Fund

</TABLE>

[FIRST UNION VA] PROFILE

5.EXPENSES
The Contract has insurance features and investment features, and
there are charges related to each. For the insurance features, the
Company deducts a mortality and expense risk charge, an asset-based
administrative charge and an annual contract administrative charge
of $50. We deduct the mortality and expense risk charge and the
asset-based administrative charges daily directly from your contract
value in the investment portfolios. The mortality and expense risk
charge and the asset-based administrative charge, on an annual basis,
are as follows:

Mortality & Expense Risk Charge 1.25%
Asset-Based Administrative Charge 0.15%
-----
Total 1.40%

Each investment portfolio has charges for investment management fees
and other expenses. These charges, which vary by investment
portfolio, currently range from [0.59% to 1.83%] annually (see
following table) of the portfolio's average daily net asset balance.

If you withdraw money from your Contract, or if you begin receiving
annuity payments, we may deduct a premium tax of 0%-3.5% to pay to
your state.

We deduct a surrender charge if you surrender your Contract or
withdraw an amount exceeding the free withdrawal amount. The free
withdrawal amount is 10% of premium payments not previously
withdrawn received within 10 years prior to the date of the
withdrawal. The following table shows the schedule of the surrender
charge that will apply. The surrender charge is a percent of each
premium payment withdrawn.

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
COMPLETE YEARS ELAPSED 0 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10+
SINCE PREMIUM PAYMENT | | | | | | | | | |
SURRENDER CHARGE 8.5% | 8.5% | 8.5% | 8.5% | 8.5% | 8% | 7% | 6% | 4% | 2% | 0%
</TABLE>

The following table is designed to help you understand the Contract
charges. The "Total Annual Insurance Charges" column includes the
mortality and expense risk charge, the asset-based administrative
charge, and reflects the annual contract administrative charge as
[0.17%] (based on an assumed average contract value of $30,000). The
"Total Annual Investment Portfolio Charges" column reflects the portfolio
charges for each portfolio and are based on actual expenses as of
December 31, 1999, except for (i) portfolios that commenced operations
during 1998 where the charges have been estimated, and (ii) newly
formed portfolios where the charges have been estimated. The column
"Total Annual Charges" reflects the sum of the previous two columns.
The columns under the heading "Examples" show you how much you would
pay under the Contract for a 1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples
assume that you invested $1,000 in a Contract that earns 5% annually
and that you withdraw your money at the end of Year 1 or at the end
of Year 10. For Years 1 and 10, the examples show the total annual
charges assessed during that time. For these examples, the premium
tax is assumed to be 0%.

[FIRST UNION VA] PROFILE

[Table with Shaded Heading]
TOTAL ANNUAL EXAMPLES:
TOTAL ANNUAL INVESTMENT TOTAL TOTAL CHARGES AT THE END
INSURANCE PORTFOLIO ANNUAL OF:
INVESTMENT PORTFOLIO CHARGES CHARGES CHARGES 1 YEAR 10 YEARS

THE GCG TRUST
Liquid Asset % % % [$ ] [$ ]
Limited Maturity Bond % % % [$ ] [$ ]
Global Fixed Income % % % [$ ] [$ ]
Total Return % % % [$ ] [$ ]
Fully Managed % % % [$ ] [$ ]
Equity Income % % % [$ ] [$ ]
Investors % % % [$ ] [$ ]
Large Cap Value % % % [$ ] [$ ]
Rising Dividends % % % [$ ] [$ ]
Capital Growth % % % [$ ] [$ ]
Growth % % % [$ ] [$ ]
Value Equity % % % [$ ] [$ ]
Research % % % [$ ] [$ ]
Managed Global % % % [$ ] [$ ]
All Cap % % % [$ ] [$ ]
Capital Appreciation % % % [$ ] [$ ]
Mid-Cap Growth % % % [$ ] [$ ]
Strategic Equity % % % [$ ] [$ ]
Small Cap % % % [$ ] [$ ]
Real Estate % % % [$ ] [$ ]
Hard Assets % % % [$ ] [$ ]
Developing World % % % [$ ] [$ ]
Emerging Markets % % % [$ ] [$ ]

EVERGREEN VARIABLE
ANNUITY TRUST
Evergreen VA Equity
Index Fund % % % [$ ] [$ ]
Evergreen VA
Foundation Fund % % % [$ ] [$ ]
Evergreen VA
Global Leaders Fund % % % [$ ] [$ ]
Evergreen VA
Small Cap Value Fund % % % [$ ] [$ ]

The "Total Annual Investment Portfolio Charges" column above reflect
current expense reimbursements for applicable investment portfolios.
The 1 Year examples above include an 8.5% surrender charge. For more
detailed information, see "Fees and Expenses" in the prospectus for the
Contract.

6.TAXES
Under a qualified Contract, your premiums are generally pre-tax
contributions and accumulate on a tax-deferred basis. Premiums and
earnings are generally taxed as income when you make a withdrawal or
begin receiving annuity payments, presumably when you are in a lower
tax bracket.

Under a non-qualified Contract, premiums are paid with after-tax
dollars, and any earnings will accumulate tax-deferred. You will be
taxed on these earnings, but not on premiums, when you withdraw them
from the Contract.

For owners of most qualified Contracts, when you reach age 70 1/2
(or, in some cases, retire), you will be required by federal tax laws
to begin receiving payments from your annuity or risk paying a
penalty tax. In those cases, we can calculate and pay you the
minimum required distribution amounts at your request.

If you are younger than 59 1/2 when you take money out, in most cases,
you will be charged a 10% federal penalty tax on the taxable earnings
withdrawn.

7.WITHDRAWALS
You can withdraw your money at any time during the accumulation
phase. You may elect in advance to take systematic withdrawals which
are described on page [7]. Withdrawals above the free withdrawal
amount may be subject to a surrender charge. We will apply a market
value adjustment if you withdraw your money from

[FIRST UNION VA] PROFILE

the fixed account
more than 30 days before the applicable maturity date. Income taxes
and a penalty tax may apply to amounts withdrawn.

8.PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. Since this is a new
Contract, there is no actual performance history to illustrate.
Actual performance information will be shown in an updated prospectus.
Please keep in mind that past or hypothetical performance is not a
guarantee of future results.

9.DEATH BENEFIT
The death benefit is payable when the first of the following persons
dies: the contract owner, joint owner, or annuitant (if a contract
owner is not an individual). Assuming you are the contract owner, if
you die during the accumulation phase, your beneficiary will receive
a death benefit unless the beneficiary is your surviving spouse and
elects to continue the Contract. The death benefit value is
calculated at the close of the business day on which we receive
written notice and due proof of death, as well as required claim
forms, at our Customer Service Center. If your beneficiary
elects to delay receipt of the death benefit until a date after the
time of your death, the amount of the benefit payable in the future
may be affected. If you die after the annuity start date and you are
the annuitant, your beneficiary will receive the death benefit you
chose under the annuity option then in effect.

[FIRST UNION VA] PROFILE

The death benefit may be subject to certain mandatory distribution
rules required by federal tax law.

Under the death benefit, if you die before the annuity start date,
your beneficiary will receive the greatest of:

1) the contract value;

2) the total premium payments made under the Contract after
pro rata adjustments for any withdrawals; or

3) the cash surrender value.

Note: The amount of the death benefit could be reduced by
premium taxes owed and withdrawals not previously deducted.

10.OTHER INFORMATION
FREE LOOK. If you cancel the Contract within 10 days after you
receive it, you will receive a refund of the adjusted contract value.
We determine your contract value at the close of business on the
day we receive your written refund request. For purposes of the
refund during the free look period, (i) we adjust your contract
value for any market value adjustment (if you have invested in
the fixed account), and (ii) then we include a refund of any
charges deducted from your contract value. Because of the market
risks associated with investing in the portfolios and the potential
positive or negative effect of the market value adjustment, the
contract value returned may be greater or less than the premium
payment you paid. Some states require us to return to you the amount
of the paid premium (rather than the contract value) in which case
you will not be subject to investment risk during the free look
period. Also, in some states, you may be entitled to a longer free
look period.

TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You
can make transfers among your investment portfolios and your
investment in the fixed account as frequently as you wish without any
current tax implications. The minimum amount for a transfer is $100.
There is currently no charge for transfers, and we do not limit the
number of transfers allowed. The Company may, in the future, charge
a $25 fee for any transfer after the twelfth transfer in a contract
year or limit the number of transfers allowed. Keep in mind that if
you transfer or otherwise withdraw your money from the fixed account
more than 30 days before the applicable maturity date, we will apply
a market value adjustment. A market value adjustment could increase
or decrease your contract value and/or the amount you transfer or
withdraw.

NO PROBATE. In most cases, when you die, the person you choose as
your beneficiary will receive the death benefit without going through
probate. See "Federal Tax Consideration-Taxation of Death Benefit
Proceeds" in the prospectus for the Contract.

[FIRST UNION VA] PROFILE

ADDITIONAL FEATURES. This Contract has other features you may be
interested in. These include:

Dollar Cost Averaging. This is a program that allows you to
invest a fixed amount of money in the investment portfolios each
month, which may give you a lower average cost per unit over
time than a single one-time purchase. Dollar cost averaging
requires regular investments regardless of fluctuating price
levels, and does not guarantee profits or prevent losses in a
declining market. This option is currently available only if
you have $1,200 or more in the Limited Maturity Bond or the
Liquid Asset investment portfolios or in the fixed account with
either a 6-month or 1-year guaranteed interest period.
Transfers from the fixed account under this program will not be
subject to a market value adjustment.

Systematic Withdrawals. During the accumulation phase, you
can arrange to have money sent to you at regular intervals
throughout the year. Within limits these withdrawals will not
result in any surrender charge. Withdrawals from your money in
the fixed account under this program are not subject to a market
value adjustment. Of course, any applicable income and penalty
taxes will apply on amounts withdrawn.

Automatic Rebalancing. If your contract value is $10,000 or
more, you may elect to have the Company automatically readjust
the money between your investment portfolios periodically to
keep the blend you select. Investments in the fixed account are
not eligible for automatic rebalancing.

11.INQUIRIES

If you need more information after reading this profile and the
prospectus, please contact us at:

CUSTOMER SERVICE CENTER
P.O. BOX 2700
WEST CHESTER, PA 19380
(800) 366-0066

or your registered representative.

[FIRST UNION VA] PROFILE

[begin shaded block]

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
[____________ __,] 2000
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
GOLDENSELECT [FIRST UNION VA]

[end shaded block]
- ----------------------------------------------------------------------

This prospectus describes GoldenSelect [FIRST UNION VA], a group and
individual deferred variable annuity contract (the "Contract") offered
by Golden American Life Insurance Company (the "Company," "we" or
"our"). The Contract is available in connection with certain
retirement plans that qualify for special federal income tax
treatment ("qualified Contracts") as well as those that do not
qualify for such treatment ("non-qualified Contracts").

The Contract provides a means for you to invest your premium payments
in one or more of 27 mutual fund investment portfolios. You may also
allocate premium payments to our Fixed Account with guaranteed
interest periods. Your contract value will vary daily to reflect the
investment performance of the investment portfolio(s) you select and
any interest credited to your allocations in the Fixed Account. The
investment portfolios available under your Contract and the portfolio
managers are:

<TABLE>
<C> <C>
A I M CAPITAL MANAGEMENT, INC. MASSACHUSETTS FINANCIAL SERVICES COMPANY
Capital Appreciation Series Mid-Cap Growth Series
Strategic Equity Series Research Series
ALLIANCE CAPITAL MANAGEMENT L.P. Total Return Series
Capital Growth Series SALOMON BROTHERS ASSET MANAGEMENT INC.
BARING INTERNATIONAL INVESTMENT LIMITED All Cap Series
(AN AFFILIATE) Investors Series
Hard Assets Series T. ROWE PRICE ASSOCIATES, INC.
Developing World Income Series Equity Income Series
Global Fixed Series Fully Managed Series
CAPITAL GUARDIAN TRUST COMPANY EVERGREEN ASSET MANAGEMENT, INC.
Large Cap Value Series Evergreen VA Equity Index Fund
Managed Global Series Evergreen VA Foundation Fund
Small Cap Series Evergreen VA Global Leaders Fund
EAGLE ASSET MANAGEMENT, INC. Evergreen VA Small Cap Value Fund
Value Equity Series [ ]
EII REALTY SECURITIES, INC. Emerging Markets Series
Real Estate Series
ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE)
Limited Maturity Bond Series
Liquid Asset Series
JANUS CAPITAL CORPORATION
Growth Series
KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC
Rising Dividends Series

</TABLE>

The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B. We refer to the
divisions as "subaccounts" and the money you place in the Fixed
Account's guaranteed interest periods as "Fixed Interest Allocations"
in this prospectus.

We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest. We set the interest rates periodically. We will not set
the interest rate to be less than a minimum annual rate of 3%. You
may choose guaranteed interest periods of 6 months, and 1, 3, 5, 7
and 10 years. The interest earned on your money as well as your
principal is guaranteed as long as you hold them until the maturity
date. If you take your money out from a Fixed Interest Allocation
more than 30 days before the applicable maturity date, we will apply
a market value adjustment ("Market Value Adjustment"). A Market
Value Adjustment could increase or decrease your contract value
and/or the amount you take out. You bear the risk that you may
receive less than your principal if we take a Market Value
Adjustment. For Contracts sold in some states, not all Fixed
Interest Allocations or subaccounts are available. You have a right
to return a Contract within 10 days after you receive it for a
refund of the adjusted contract value (which may be more or less than the
premium payments you paid), or if required by your state, the
original amount of your premium payment. Longer free look periods
apply in some states and in certain situations.

This prospectus provides information that you should know before
investing and should be kept for future reference. A Statement of
Additional Information, dated [___________ __, 2000], has been filed
with the Securities and Exchange Commission. It is available without
charge upon request. To obtain a copy of this document, write to our
Customer Service Center at P.O. Box 2700, West Chester, Pennsylvania
19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov). The table of contents of the Statement of
Additional Information ("SAI") is on the last page of this prospectus
and the SAI is made part of this prospectus by reference.

- ----------------------------------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

AN INVESTMENT IN SUBACCOUNTS THROUGH THE GCG TRUST OR THE EVERGREEN VARIABLE
ANNUITY TRUSTIS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY ANY
BANK OR BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE
GCG TRUST AND THE EVERGREEN VARIABLE ANNUITY TRUST.

<PAGE>
<PAGE>
[Shaded Section Header]
- ----------------------------------------------------------------------
TABLE OF CONTENTS
- ----------------------------------------------------------------------

PAGE

Index of Special Terms................................ 1
Fees and Expenses..................................... 2
Performance Information............................... 5
Accumulation Unit.................................. 5
Net Investment Factor.............................. 5
Condensed Financial Information.................... 6
Financial Statements............................... 6
Performance Information............................ 6
Golden American Life Insurance Company................ 7
The Trusts............................................ 7
Golden American Separate Account B.................... 8
The Investment Portfolios............................. 8
Investment Objectives.............................. 8
Investment Management Fees......................... 10
The Fixed Interest Allocation......................... 11
Selecting a Guaranteed Interest Period............. 11
Guaranteed Interest Rates.......................... 11
Transfers from a Fixed Interest Allocation......... 12
Withdrawals from a Fixed Interest Allocation....... 12
Market Value Adjustment............................ 13
The Annuity Contract.................................. 14
Contract Date and Contract Year.................... 14
Annuity Start Date................................. 14
Contract Owner..................................... 14
Annuitant.......................................... 14
Beneficiary........................................ 15
Purchase and Availability of the Contract.......... 15
Crediting of Premium Payments...................... 16
Contract Value..................................... 16
Cash Surrender Value............................... 17
Surrendering to Receive the Cash Surrender Value... 17
Addition, Deletion or Substitution of Subaccounts
and Other Changes.................................. 17
The Fixed Account.................................. 18
Other Contracts.................................... 18
Other Important Provisions......................... 18
Withdrawals........................................... 18
Regular Withdrawals................................ 18
Systematic Withdrawals............................. 19
IRA Withdrawals.................................... 19
Transfers Among Your Investments...................... 20
Dollar Cost Averaging.............................. 21
Automatic Rebalancing.............................. 21
Death Benefit......................................... 22
Death Benefit During the Accumulation Phase........ 22
Death Benefit During the Income Phase.............. 23
Charges and Fees...................................... 23
Charge Deduction Subaccount........................ 23
Charges Deducted from the Contract Value........... 23
Surrender Charge................................. 23
Waiver of Surrender Charge for Extended
Medical Care 24

[Shaded Section Header]
- ----------------------------------------------------------------------
TABLE OF CONTENTS (CONTINUED)
- ----------------------------------------------------------------------

PAGE

Free Withdrawal Amount........................... 24
Surrender Charge for Excess Withdrawals.......... 24
Premium Taxes.................................... 24
Administrative Charge............................ 24
Transfer Charge.................................. 24
Charges Deducted from the Subaccounts.............. 25
Mortality and Expense Risk Charge................ 25
Asset-Based Administrative Charge................ 25
Trust Expenses..................................... 25
The Annuity Options................................... 25
Annuitization of Your Contract..................... 25
Selecting the Annuity Start Date................... 26
Frequency of Annuity Payments...................... 26
The Annuity Options................................ 26
Income for a Fixed Period........................ 26
Income for Life with a Period Certain............ 26
Joint Life Income................................ 26
Annuity Plan..................................... 26
Payment When Named Person Dies..................... 26
Other Contract Provisions............................. 27
Reports to Contract Owners......................... 27
Suspension of Payments............................. 27
In Case of Errors in Your Application.............. 27
Assigning the Contract as Collateral............... 27
Contract Changes-Applicable Tax Law................ 27
Free Look.......................................... 27
Group or Sponsored Arrangements.................... 28
Selling the Contract............................... 28
Other Information..................................... 29
Voting Rights...................................... 29
State Regulation................................... 29
Legal Proceedings.................................. 29
Legal Matters...................................... 29
Experts............................................ 29
Federal Tax Considerations............................ 30
More Information About Golden American............... [ ]
Financial Statements of Golden American Life
Insurance Company..................................... [ ]
Statement of Additional Information
Table of Contents.................................. [ ]
Appendix A
Market Value Adjustment Examples A1
Appendix B
Surrender Charge for Excess Withdrawals Example B1

[Shaded Section Header]
- ----------------------------------------------------------------------
INDEX OF SPECIAL TERMS
- ----------------------------------------------------------------------

The following special terms are used throughout this prospectus.
Refer to the page(s) listed for an explanation of each term:

SPECIAL TERM PAGE
Accumulation Unit 5
Annuitant 14
Annuity Start Date 14
Cash Surrender Value 17
Contract Date 14
Contract Owner 14
Contract Value 16
Contract Year 14
Fixed Interest Allocation 11
Free Withdrawal Amount 24
Market Value Adjustment 13
Net Investment Factor 5
Death Benefit 22

The following terms as used in this prospectus have the same or
substituted meanings as the corresponding terms currently used in the
Contract:

TERM USED IN THIS PROSPECTUS CORRESPONDING TERM USED IN THE
CONTRACT
Accumulation Unit Value Index of Investment Experience
Annuity Start Date Annuity Commencement Date
Contract Owner Owner or Certificate Owner
Contract Value Accumulation Value
Transfer Charge Excess Allocation Charge
Fixed Interest Allocation Fixed Allocation
Free Look Period Right to Examine Period
Guaranteed Interest Period Guarantee Period
Subaccount(s) Division(s)
Net Investment Factor Experience Factor
Regular Withdrawals Conventional Partial Withdrawals
Withdrawals Partial Withdrawals

[Shaded Section Header]
- ----------------------------------------------------------------------
FEES AND EXPENSES
- ----------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES*
Surrender Charge:

Transfer Charge....................................... None**

* If you invested in a Fixed Interest Allocation, a Market Value
Adjustment may apply to certain transactions. This may increase
or decrease your contract value and/or your transfer or
surrender amount.

**We may in the future charge $25 per transfer if you make more
than 12 transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE***
Administrative Charge................................. $50
***We deduct this charge on each contract anniversary and on
surrender.

SEPARATE ACCOUNT ANNUAL CHARGES****

Mortality and Expense Risk Charge.......... 1.25%
Asset-Based Administrative Charge.......... 0.15%
-----
Total Separate Account Charges............. 1.40%

***As a percentage of average daily assets in each subaccount.
The Separate Account Annual Charges are deducted daily.

THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily
net assets of a portfolio):

[Table with Shaded Heading and Shaded lines for readability]
|---------------------------------------------------------------------------|
| OTHER TOTAL |
| EXPENSES(2) EXPENSES |
| MANAGEMENT AFTER EXPENSE AFTER EXPENSE |
| PORTFOLIO FEES(1) REIMBURSEMENT REIMBURSEMENT(3) |
|---------------------------------------------------------------------------|
| Liquid Asset % % % |
| Limited Maturity Bond % % % |
| Global Fixed Income % % % |
| Total Return % % % |
| Fully Managed % % % |
| Equity Income % % % |
| Investors % % % |
| Large Cap Value % % % |
| Rising Dividends % % % |
| Capital Growth % % % |
| Growth % % % |
| Value Equity % % % |
| Research % % % |
| Managed Global % % % |
| All Cap % % % |
| Capital Appreciation % % % |
| Mid-Cap Growth % % % |
| Strategic Equity % % % |
| Small Cap % % % |
| Real Estate % % % |
| Hard Assets % % % |
| Developing World % % % |
| Emerging Markets % % % |
|---------------------------------------------------------------------------|

(1)Fees decline as the total assets of one or more portfolios increase.
See the prospectus for the GCG Trust for more information.
(2)Other expenses generally consist of independent trustees fees and
certain expenses associated with investing in international
markets. Other expenses are based on actual expenses for the
year ended December 31, 1999, except for portfolios that
commenced operations in 1999 where the charges have been
estimated.
(3)Total expenses are based on actual expenses for the fiscal year
ended December 31, 1999. Directed Services, Inc. is currently
reimbursing expenses to maintain total expenses at [ ]% for the
Total Return portfolio and [ ]% for the Global Fixed Income
portfolio as shown. Without this reimbursement, and based on
current estimates, total expenses would be [ ]% for the
Research portfolio and [ ]% for the Global Fixed Income
portfolio. This reimbursement agreement will remain in place
through August 14, 2000, after which it may be terminated at any time.

EVERGREEN VARIABLE ANNUITY TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of a portfolio):

|---------------------------------------------------------------------------|
| OTHER TOTAL |
| EXPENSES(2) EXPENSES |
| MANAGEMENT AFTER EXPENSE AFTER EXPENSE |
| PORTFOLIO FEES(1) REIMBURSEMENT REIMBURSEMENT(3) |
|---------------------------------------------------------------------------|
| Evergreen VA Equity |
| Index Fund % % % |
| Evergreen VA |
| Foundation Fund % % % |
| Evergreen VA Global |
| Leaders Fund % % % |
| Evergreen VA Small Cap |
| Value Fund % % % |
|---------------------------------------------------------------------------|
(1)
(2)
(3)

The purpose of the foregoing tables is to help you understand various
costs and expenses that you will bear directly and indirectly. See
the prospectuses of the GCG Trust and the Evergreen Variable Annuity
Trust for additional information on portfolio expenses.

Premium taxes (which currently range from 0% to 3.5% of premium
payments) may apply, but are not reflected in the tables above or in
the examples below.

EXAMPLES:

The following two examples are designed to show you the expenses you
would pay on a $1,000 investment that earns 5% annually. The examples
reflect the deduction of a morality and expense risk charge, an asset-
based administrative charge, and the annual contract administrative
charge as an annual charge of 0.17% of assets (based on an average
contract value of $30,000). Note that surrender charges may apply if
you choose to annuitize your Contract within the first 5 years, and
under certain circumstances, within the first 10 contract years. Thus,
in the event you annuitize your Contract under circumstances which
require a surrender charge, you should refer to Example 1 below which
assumes applicable surrender charges.

If you surrender your Contract at the end of the applicable time
period, you would pay the following expenses for each $1,000
invested:

- -----------------------------------------------------------------------
THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Liquid Asset $ $ $ $
Limited Maturity Bond $ $ $ $
Global Fixed Income $ $ $ $
Total Return $ $ $ $
Fully Managed $ $ $ $
Equity Income $ $ $ $
Investors $ $ $ $
Large Cap Value $ $ $ $
Rising Dividends $ $ $ $
Capital Growth $ $ $ $
Growth $ $ $ $
Value Equity $ $ $ $
Research $ $ $ $
Managed Global $ $ $ $
All Cap $ $ $ $
Capital Appreciation $ $ $ $
Mid-Cap Growth $ $ $ $
Strategic Equity $ $ $ $
Small Cap $ $ $ $
Real Estate $ $ $ $
Hard Assets $ $ $ $
Developing World $ $ $ $
Emerging Markets $ $ $ $

EVERGREEN VARIABLE
ANNUITY TRUST
Evergreen VA $ $ $ $
Equity Index Fund
Evergreen VA $ $ $ $
Foundation Fund
Evergreen VA Global
Leaders Fund $ $
Evergreen VA Small Cap $ $ $
Value Fund $ $ $ $

If you do not surrender your Contract or if you annuitize on the
annuity start date, you would pay the following expenses for each
$1,000 invested:

- -----------------------------------------------------------------------
THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Liquid Asset $ $ $ $
Limited Maturity Bond $ $ $ $
Global Fixed Income $ $ $ $
Total Return $ $ $ $
Fully Managed $ $ $ $
Equity Income $ $ $ $
Investors $ $ $ $
Large Cap Value $ $ $ $
Rising Dividends $ $ $ $
Capital Growth $ $ $ $
Growth $ $ $ $
Value Equity $ $ $ $
Research $ $ $ $
Managed Global $ $ $ $
All Cap $ $ $ $
Capital Appreciation $ $ $ $
Strategic Equity $ $ $ $
Mid-Cap Growth $ $ $ $
Small Cap $ $ $ $
Real Estate $ $ $ $
Hard Assets $ $ $ $
Developing World $ $ $ $
Emerging Markets $ $ $ $

EVERGREEN VARIABLE
ANNUITY TRUST
Evergreen VA $ $ $ $
Equity Index
Evergreen VA $ $ $ $
Foundation
Evergreen VA Global
Leaders $
Evergreen VA Small Cap $ $ $
Value $ $ $ $

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE
SHOWN SUBJECT TO THE TERMS OF YOUR CONTRACT.

[Shaded Section Header]
- ----------------------------------------------------------------------
PERFORMANCE INFORMATION
- ----------------------------------------------------------------------

ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each
subaccount of Separate Account B has its own accumulation unit value.
The accumulation units are valued each business day that the New York
Stock Exchange is open for trading. Their values may increase or
decrease from day to day according to a Net Investment Factor, which
is primarily based on the investment performance of the applicable
investment portfolio. Shares in the investment portfolios are valued
at their net asset value.

THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects certain
charges under the Contract and the investment performance of the
subaccount. The Net Investment Factor is calculated for each subaccount
as follows:

(1)We take the net asset value of the subaccount at the end of
each business day.

(2)We add to (1) the amount of any dividend or capital gains
distribution declared for the subaccount and reinvested in
such subaccount. We subtract from that amount a charge for
our taxes, if any.

(3)We divide (2) by the net asset value of the subaccount at the
end of the preceding business day.

(4)We then subtract the applicable daily mortality and expense
risk charge and the daily asset-based administrative charge
from the subaccount.

Calculations for the subaccounts are made on a per share basis.

FINANCIAL STATEMENTS
The unaudited financial statements of Separate Account B for the nine
months ended September 30, 1999 and the audited financial statements
of Separate Account B for the years ended December 31, 1998 and 1997
are included in the Statement of Additional Information. The unaudited
condensed consolidated financial statements of Golden American for the
nine months ended September 30, 1999 and the audited consolidated
financial statements of Golden American for the years ended December 31,
1998, 1997 and 1996 are included in this prospectus.

PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract
owners performance information for the subaccounts of Separate
Account B, including the average annual total return performance,
yields and other nonstandard measures of performance. Such
performance data will be computed, or accompanied by performance data
computed, in accordance with standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period. Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long Separate Account B has been investing
in the portfolio. We may show other total returns for periods
less than one year. Total return figures will be based on the actual
historic performance of the subaccounts of Separate Account B,
assuming an investment at the beginning of the period when the
separate account first invested in the portfolios, withdrawal of
the investment at the end of the period, adjusted to reflect the the
deduction of all applicable portfolio and current contract charges.
We may also show rates of total return on amounts invested at
the beginning of the period with no withdrawal at the end of the
period. Total return figures which assume no withdrawals at the
end of the period will reflect all recurring charges, but will not
reflect the surrender charge. Quotations of average annual return
for the Managed Global subaccount take into account the period before
September 3, 1996, during which it was maintained as a subaccount of
Golden American Separate Account D. In addition, we may present
historic performance data for the investment portfolios since their
inception reduced by some or all of the fees and charges under the
Contract. Such adjusted historic performance includes data that
precedes the inception dates of the subaccounts of Separate Account B.
This data is designed to show the performance that would have resulted
if the Contract had been in existence before the separate account
began investing in the portfolios.

Current yield for the Liquid Asset subaccount is based on income
received by a hypothetical investment over a given 7-day period, less
expenses accrued, and then "annualized" (i.e., assuming that the 7-
day yield would be received for 52 weeks). We calculate "effective
yield" for the Liquid Asset subaccount in a manner similar to that
used to calculate yield, but when annualized, the income earned by
the investment is assumed to be reinvested. The "effective yield"
will thus be slightly higher than the "yield" because of the
compounding effect of earnings. We calculate quotations of yield for
the remaining subaccounts on all investment income per accumulation
unit earned during a given 30-day period, after subtracting fees and
expenses accrued during the period, assuming no surrender.

We may compare performance information for a subaccount to: (i) the
Standard & Poor's 500 Stock Index, Dow Jones Industrial Average,
Donoghue Money Market Institutional Averages, or any other applicable
market indices, (ii) other variable annuity separate accounts or
other investment products tracked by Lipper Analytical Services (a
widely used independent research firm which ranks mutual funds and
other investment companies), or any other rating service, and (iii)
the Consumer Price Index (measure for inflation) to determine the real
rate of return of an investment in the Contract. Our reports and
promotional literature may also contain other information including
the ranking of any subaccount based on rankings of variable annuity
separate accounts or other investment products tracked by Lipper
Analytical Services or by similar rating services.

Performance information reflects only the performance of a
hypothetical contract and should be considered in light of other
factors, including the investment objective of the investment
portfolio and market conditions. Please keep in mind that past
performance is not a guarantee of future results.

[Shaded Section Header]
- ----------------------------------------------------------------------
GOLDEN AMERICAN LIFE INSURANCE COMPANY
- ----------------------------------------------------------------------

Golden American Life Insurance Company is a Delaware stock life
insurance company, which was originally incorporated in Minnesota on
January 2, 1973. Golden American is a wholly owned subsidiary of
Equitable of Iowa Companies, Inc. ("Equitable of Iowa"). Equitable
of Iowa is a wholly owned subsidiary of ING Groep N.V. ("ING"), a
global financial services holding company. Golden American is
authorized to sell insurance and annuities in all states, except
New York, and the District of Columbia. In May 1996, Golden
American established a subsidiary, First Golden American Life
Insurance Company of New York, which is authorized to sell annuities
in New York and Delaware. Golden American's consolidated financial
statements appear in this prospectus.

Equitable of Iowa is the holding company for Golden American,
Directed Services, Inc., the investment manager of the GCG Trust and
the distributor of the Contracts, and other interests. Equitable of
Iowa and another ING affiliate own ING Investment Management, LLC, a
portfolio manager of the GCG Trust. ING also owns Baring
International Investment Limited, another portfolio manager of the
GCG Trust.

Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

[Shaded Section Header]
- ----------------------------------------------------------------------
THE TRUSTS
- ----------------------------------------------------------------------

The GCG Trust is a mutual fund whose shares are offered to separate
accounts funding variable annuity and variable life insurance
policies offered by Golden American and other affiliated insurance
companies. The GCG Trust may also sell its shares to separate
accounts of other insurance companies, not affiliated with Golden
American. Pending SEC approval, shares of the GCG Trust may also
be sold to certain qualified pension and retirement plans.
The address of the GCG Trust is 1475 Dunwoody Drive,
West Chester, PA 19380.

The Evergreen Variable Annuity Trust is also a mutual fund whose
shares are available to separate accounts of life insurance
companies, including Golden American, for both variable annuity
contracts and variable life insurance policies. The principal
address of the Evergreen Variable Annuity Trust is 201 South
College Street, Charlotte, NC 28288.

In the event that, due to differences in tax treatment or other
considerations, the interests of contract owners of various contracts
participating in the Trusts conflict, we, the Boards of Trustees of
the GCG Trust, Evergreen Variable Annuity Trust, Directed Services,
Inc., Evergreen Asset Management, Inc.,

and any other insurance companies participating in the Trusts will
monitor events to identify and resolve any material conflicts that
may arise.

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, AND THE
EVERGREEN VARIABLE ANNUITY TRUST IN THE ACCOMPANYING TRUSTS' PROSPECTUSES.
YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING.

[Shaded Section Header]
- ----------------------------------------------------------------------
GOLDEN AMERICAN SEPARATE ACCOUNT B
- ----------------------------------------------------------------------

Golden American Separate Account B ("Account B") was established as a
separate account of the Company on July 14, 1988. It is registered
with the Securities and Exchange Commission as a unit investment
trust under the Investment Company Act of 1940. Account B is a
separate investment account used for our variable annuity contracts.
We own all the assets in Account B but such assets are kept separate
from our other accounts.

Account B is divided into subaccounts. Each subaccount invests
exclusively in shares of one investment portfolio of the GCG Trust,
or the Evergreen Variable Annuity Trust. Each investment portfolio
has its own distinct investment objectives and policies. Income, gains
and losses, realized or unrealized, of a portfolio are credited to or
charged against the corresponding subaccount of Account B without
regard to any other income, gains or losses of the Company. Assets
equal to the reserves and other contract liabilities with respect to
each are not chargeable with liabilities arising out of any other
business of the Company. They may, however, be subject to
liabilities arising from subaccounts whose assets we attribute to
other variable annuity contracts supported by Account B. If the
assets in Account B exceed the required reserves and other
liabilities, we may transfer the excess to our general account. We
are obligated to pay all benefits and make all payments provided
under the Contracts.

We currently offer other variable annuity contracts that invest in
Account B but are not discussed in this prospectus. Account B may
also invest in other investment portfolios which are not available
under your Contract.

[Shaded Section Header]
- ----------------------------------------------------------------------
THE INVESTMENT PORTFOLIOS
- ----------------------------------------------------------------------

During the accumulation phase, you may allocate your premium payments
and contract value to any of the investment portfolios listed in the
section below. YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU
ALLOCATE TO THE INVESTMENT PORTFOLIOS, AND YOU MAY LOSE YOUR PRINCIPAL.

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth
below. You should understand that there is no guarantee that any
portfolio will meet its investment objectives. Meeting objectives
depends on various factors, including, in certain cases, how well the
portfolio managers anticipate changing economic and market
conditions. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS IN THE PROSPECTUSES FOR THE GCG TRUST AND THE EVERGREEN
VARIABLE ANNUITY TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE
INVESTING.

[Shaded Table Header]
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
- ------------------------------------------------------------------------

Liquid Asset Seeks high level of current income consistent with
the preservation of capital and liquidity.
Invests primarily in obligations of the U.S.
Government and its agencies and
instrumentalities, bank obligations,
commercial paper and short-term corporate debt
securities. All securities will mature in
less than one year.
----------------------------------------------------

Limited Maturity Seeks highest current income consistent with
Bond low risk to principal and liquidity.
Also seeks to enhance its total return through
capital appreciation when market factors, such as
falling interest rates and rising bond prices,
indicate that capital appreciation may be
available without significant risk to
principal.
Invests primarily in diversified limited maturity
debt securities with average maturity dates of
five years or shorter and in no cases more than
seven years.
----------------------------------------------------

Global Fixed Seeks high total return.
Income Invests primarily in high-grade fixed income
securities, both foreign and domestic.
----------------------------------------------------

Total Return Seeks above-average income (compared to a portfolio
entirely invested in equity securities)
consistent with the prudent employment of
capital.
Invests primarily in a combination of equity
and fixed income securities.
----------------------------------------------------

Fully Managed Seeks, over the long term, a high total investment
return consistent with the preservation of
capital and with prudent investment risk.
Invests primarily in the common stocks of
established companies believed by the
portfolio manager to have above-average
potential for capital growth.
----------------------------------------------------

Equity Income Seeks substantial dividend income as well as long-
term growth of capital.
Invests primarily in common stocks of well-
established companies paying above-average
dividends.
----------------------------------------------------

Investors Seeks long-term growth of capital. Current income
is a secondary objective.
Invests primarily in equity securities of U.S.
companies and to a lesser degree, debt securities.
----------------------------------------------------

Large Cap Value Seeks long-term growth of capital and income.
Invests primarily in equity and equity-related
securities of companies with market capitalizations
greater than $1 billion.
----------------------------------------------------

Rising Dividends Seeks capital appreciation. A secondary
objective is dividend income.
Invests in equity securities that meet the
following quality criteria: regular dividend
increases; 35% of earnings reinvested
annually; and a credit rating of "A" to "AAA".
----------------------------------------------------

Capital Growth Seeks long-term total return.
Invests primarily in common stocks of
companies where the potential for change
(earnings acceleration) is significant.
----------------------------------------------------

Growth Seeks capital appreciation.
Invests primarily in common stocks of growth
companies that have favorable relationships between
price/earnings ratios and growth rates in sectors
offering the potential for above-average returns.
----------------------------------------------------

Value Equity Seeks capital appreciation. Dividend income
is a secondary objective.
Invests primarily in common stocks of domestic
and foreign issuers which meet quantitative
standards relating to financial soundness and
high intrinsic value relative to price.
----------------------------------------------------

Research Seeks long-term growth of capital and future income.
Invests primarily in common stocks or
securities convertible into common stocks of
companies believed to have better than average
prospects for long-term growth.
----------------------------------------------------

Managed Global Seeks capital appreciation. Current income is only
an incidental consideration.
Invests primarily in common stocks traded in
securities markets throughout the world.
----------------------------------------------------

All Cap Seeks capital appreciation through investment in
securities which the portfolio manager believes have
above-average capital appreciation potential.
Invests primarily in equity securities of U.S.
companies of any size.
----------------------------------------------------

Capital Seeks long-term capital growth.
Appreciation Invests primarily in equity securities
believed by the portfolio manager to be
undervalued.
----------------------------------------------------

Mid-Cap Growth Seeks long-term growth of capital.
Invests primarily in equity securities of
companies with medium market capitalization
which the portfolio manager believes have
above-average growth potential.
----------------------------------------------------

Strategic Equity Seeks capital appreciation.
Invests primarily in common stocks of medium-
and small-sized companies.
----------------------------------------------------

Small Cap Seeks long-term capital appreciation.
Invests primarily in equity securities of
companies that have a total market
capitalization within the range of companies
in the Russell 2000 Growth Index or the
Standard & Poor's Small-Cap 600 Index.
----------------------------------------------------

Real Estate Seeks capital appreciation. Current income is a
secondary objective.
Invests primarily in publicly-traded real
estate equity securities.
----------------------------------------------------

Hard Assets Seeks long-term capital appreciation.
Invests primarily in hard asset securities.
Hard asset companies produce a commodity which
the portfolio manager is able to price on a
daily or weekly basis.
----------------------------------------------------

Developing World Seeks capital appreciation.
Invests primarily in equity securities of
companies in developing or emerging countries.
----------------------------------------------------

Emerging Markets Seeks long-term capital appreciation.
Invests primarily in equity securities of companies
in at least six different emerging market countries.
----------------------------------------------------

EVERGREEN VARIABLE ANNUITY TRUST
Evergreen VA Seeks investment results that achieve price and
Equity Index yield performance similar to the Standard and Poor's
500 Composite Stock Price Index ("S&P 500 Index").
Invests substantially all of its total assets in
equity securities that represent a composite of
the S&P 500 Index.
----------------------------------------------------

Evergreen VA Seeks, in order of priority, reasonable income,
Foundation conservation of capital and capital appreciation.
Invests principally in a combination of common
stocks, securities convertible into or exchangeable
for common stocks and fixed income securities.
----------------------------------------------------

Evergreen VA Seeks to provide investors with long-term capital
Global Leaders growth.
Invests at least 65% of its assets in a diversified
portfolio of U.S. and non-U.S. equity securities of
companies located in the world's major
industrialized countries.
----------------------------------------------------

Evergreen VA Seeks current income and capital growth in the value
Small Cap of its shares.
Value Invests primarily in common stocks and convertible
preferred stocks of small companies (less than
$1 billion in market capitalization).
----------------------------------------------------

INVESTMENT PORTFOLIO MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of the GCG Trust.
The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services. The monthly fee is based on the
average daily net assets of an investment portfolio, and in some cases,
the combined total assets of certain grouped portfolios. Directed
Services provides or procures, at its own expense, the services necessary
for the operation of the portfolios. Directed Services (and not the
GCG Trust) pays each portfolio manager a monthly fee for managing the
assets of a portfolio. For a list of the portfolio managers, see the
front cover of this prospectus. Directed Services does not bear the
expenses of brokerage fees and other transactional expenses for
securities, taxes (if any) paid by a portfolio, interest on borrowing,
fees and expenses of the independent trustees, and extraordinary
expenses, such as litigation or indemnification expenses.

Evergreen Asset Management Corp. serves as the investment advisor to
the Evergreen VA Foundation Fund, Evergreen VA Global Leaders Fund and
the Evergreen VA Small Cap Value Fund. Evergreen Investment Management
serves as the investment advisor to the Evergreen VA Equity Index Fund.
The Evergreen Variable Annuity Trust pays Evergreen Asset Management,
Inc. and Evergreen Investment Management, both subsidiaries of First
Union Corporation, a monthly advisory fee based on the average daily
net assets of the investment portfolio for managing the assets of the
portfolios and for administering the Evergreen Variable Annuity Trust.

YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO'S
MANAGEMENT FEES CAN BE FOUND IN THE PROSPECTUSES FOR EACH TRUST.
YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.

[Shaded Section Header]
- ----------------------------------------------------------------------
THE FIXED INTEREST ALLOCATION
- ----------------------------------------------------------------------

You may allocate premium payments and transfer your contract value to
the guaranteed interest periods of our Fixed Account at any time
during the accumulation period. Every time you allocate money to the
Fixed Account, we set up a Fixed Interest Allocation for the
guaranteed interest period you select. We currently offer guaranteed
interest periods of 6 months, 1, 3, 5, 7 and 10 years, although we
may not offer all these periods in the future. You may select one or
more guaranteed interest periods at any one time. We will credit
your Fixed Interest Allocation with a guaranteed interest rate for
the interest period you select, so long as you do not withdraw money
from that Fixed Interest Allocation before the end of the guaranteed
interest period. Each guaranteed interest period ends on its
maturity date which is the last day of the month in which the
interest period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in
a Fixed Interest Allocation more than 30 days before the end of the
guaranteed interest period, we will apply a Market Value Adjustment
to the transaction. A Market Value Adjustment could increase or
decrease the amount you surrender, withdraw, transfer or annuitize,
depending on current interest rates at the time of the transaction.
YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN YOUR PRINCIPAL IF WE
APPLY A MARKET VALUE ADJUSTMENT.

Assets supporting amounts allocated to the Fixed Account are
available to fund the claims of all classes of our customer, contract
owners and other creditors. Interests under your Contract relating
to the Fixed Account are registered under the Securities Act of 1933,
but the Fixed Account is not registered under the 1940 Act.

SELECTING A GUARANTEED INTEREST PERIOD
You may select one or more Fixed Interest Allocations with specified
guaranteed interest periods. A guaranteed interest period is the
period that a rate of interest is guaranteed to be credited to your
Fixed Interest Allocation. We may at any time decrease or increase
the number of guaranteed interest periods offered. In addition, we
may offer DCA Fixed Interest Allocations, which are 6-month and
1-year Fixed Interest Allocations available exclusively in connection
with our dollar cost averaging program. For more information on
DCA Fixed Interest Allocations, see "Transfers Among Your
Investments - Dollar Cost Averaging."

Your contract value in the Fixed Account is the sum of your Fixed
Interest Allocations and the interest credited as adjusted for any
withdrawals (including any Market Value Adjustment applied to such
withdrawal), transfers or other charges we may impose. Your Fixed
Interest Allocation will be credited with the guaranteed interest
rate in effect for the guaranteed interest period you selected when
we receive and accept your premium or reallocation of contract value.
We will credit interest daily at a rate which yields the quoted
guaranteed interest rate.

GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is
guaranteed as long as you hold it until its maturity date. We do not
have a specific formula for establishing the guaranteed interest
rates for the

different guaranteed interest periods. We determine
guaranteed interest rates at our sole discretion. To find out the
current guaranteed interest rate for a guaranteed interest period
you are interested in, please contact our Customer Service Center
or your registered representative. The determination may be
influenced by the interest rates on fixed income investments
in which we may invest with the amounts we receive under the
Contracts. We will invest these amounts primarily in investment-
grade fixed income securities (i.e., rated by Standard & Poor's
rating system to be suitable for prudent investors) although we are
not obligated to invest according to any particular strategy, except
as may be required by applicable law. You will have no direct or
indirect interest in these investments. We will also consider other
factors in determining the guaranteed interest rates, including
regulatory and tax requirements, sales commissions and administrative
expenses borne by us, general economic trends and competitive
factors. We cannot predict the level of future interest rates but no
Fixed Interest Allocation will ever have a guaranteed interest rate
of less than 3% per year.

We may from time to time at our discretion offer interest rate
specials for new premiums that are higher than the current base
interest rate. Renewal rates for such rate specials will be based
on the base interest rate and not on the special rates initially
declared.

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation
to one or more new Fixed Interest Allocations with new guaranteed
interest periods, or to any of the subaccounts of Account B.
We will transfer amounts from your Fixed Interest Allocations
starting with the guaranteed interest period nearest its
maturity date, until we have honored your transfer request.

The minimum amount that you can transfer to or from any Fixed
Interest Allocation is $100. If a transfer request would reduce the
contract value remaining in a Fixed Interest Allocation to less than
$100, we will treat such transfer request as a request to transfer
the entire contract value in such Fixed Interest Allocation.
Transfers from a Fixed Interest Allocation may be subject to a Market
Value Adjustment. If you have a special Fixed Interest Allocation
that was exclusively offered with our dollar cost averaging program,
cancelling dollar cost averaging will cause a transfer of the entire
contract value in such Fixed Interest Allocation to the Liquid Asset
subaccount, and such a transfer is subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may
transfer amounts from the applicable Fixed Interest Allocation to the
subaccounts and/or to new Fixed Interest Allocations with guaranteed
interest periods of any length we are offering at that time. You may
not, however, transfer amounts to any Fixed Interest Allocation with
a guaranteed interest period that extends beyond the annuity start
date.

At least 30 calendar days before a maturity date of any of your Fixed
Interest Allocations, or earlier if required by state law, we will
send you a notice of the guaranteed interest periods that are
available. You must notify us which subaccounts or new guaranteed
interest periods you have selected before the maturity date of your
Fixed Interest Allocations. If we do not receive timely instructions
from you, we will transfer the contract value in the maturing Fixed
Interest Allocation to a new Fixed Interest Allocation with a
guaranteed interest period that is the same as the expiring
guaranteed interest period. If such guaranteed interest period is
not available or would go beyond the annuity start date, we will
transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does
not go beyond the annuity start date. If no such guaranteed interest
period is available, we will transfer the contract value to a
subaccount specially designated by the Company for such purpose.
Currently we use the Liquid Asset subaccount for such purpose.

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your
contract value in any Fixed Interest Allocation. You may make
systematic withdrawals of only the interest earned during the prior
month, quarter or year, depending on the frequency chosen, from a
Fixed Interest Allocation under our systematic withdrawal option.
Systematic withdrawals from a Fixed Interest Allocation are not
permitted if such Fixed Interest Allocation is currently
participating in the dollar cost averaging program. A withdrawal
from a Fixed Interest Allocation may be subject to a Market Value
Adjustment and, in some cases, a surrender charge. Be aware that
withdrawals may have federal income tax consequences, including a 10%
penalty tax, as well as state income tax consequences.

If you tell us the Fixed Interest Allocation from which your
withdrawal will be made, we will assess the withdrawal against that
Fixed Interest Allocation. If you do not, we will assess your
withdrawal against the subaccounts in which you are invested unless
the withdrawal exceeds the contract value in the subaccounts. If
there is no contract value in those subaccounts, we will deduct your
withdrawal from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until we
have honored your request.

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect
on your contract value. We will apply a Market Value Adjustment
(i) whenever you withdraw or transfer money from a Fixed Interest
Allocation (unless made within 30 days before the maturity date
of the applicable guaranteed interest period, or under the
systematic withdrawal or dollar cost averaging program) and
(ii) if on the annuity start date a guaranteed interest period
for any Fixed Interest Allocation does not end on or within
30 days of the annuity start date.

We determine the Market Value Adjustment by multiplying the amount
you withdraw, transfer or apply to an income plan by the following
factor:

( 1+I )N/365
(---------) -1
(1+J+.0050)

Where,
o "I" is the Index Rate for the affected Fixed Interest Allocation
as of the first day of its guaranteed interest period;

o "J" is equal to the following:

(1) If calculated for a Fixed Interest Allocation of 1 year or
more, then "J" is the Index Rate for a new Fixed Interest
Allocation with a guaranteed interest period equal to the
time remaining (rounded up to the next full year except in
Pennsylvania) in the guaranteed interest period;

(2) If calculated for a Fixed Interest Allocation of 6 months,
then "J" is the lesser of the Index Rate for a new Fixed
Interest Allocation with (i) a 6 month guaranteed interest
period, or (ii) a 1 year guaranteed interest period at the
time of calculation; and

o "N" is the remaining number of days in the guaranteed interest
period at the time of calculation.

The Index Rate is the average of the Ask Yields for U.S. Treasury
Strips as quoted by a national quoting service for a period equal to
the applicable guaranteed interest period. The average currently is
based on the period starting from the 22nd day of the calendar month
two months prior to the month of the Index Rate determination and
ending the 21st day of the calendar month immediately before the
month of determination. We currently calculate the Index Rate once
each calendar month but have the right to calculate it more
frequently. The Index Rate will always be based on a period of at
least 28 days. If the Ask Yields are no longer available, we will
determine the Index Rate by using a suitable and approved, if
required, replacement method.

A Market Value Adjustment may be positive, negative or result in no
change. In general, if interest rates are rising, you bear the risk
that any Market Value Adjustment will likely be negative and reduce
your contract value. On the other hand, if interest rates are
falling, it is more likely that you will receive a positive Market
Value Adjustment that increases your contract value. In the event of
a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from
the amount surrendered, transferred or annuitized. In the event of a
partial withdrawal, transfer or annuitization, we will add or
subtract any Market Value Adjustment from the total amount withdrawn,
transferred or annuitized in order to provide the amount requested.
If a negative Market Value Adjustment exceeds your contract value in
the Fixed Interest Allocation, we

will consider your request to be a full surrender, transfer or
annuitization of the Fixed Interest Allocation.

Several examples which illustrate how the Market Value Adjustment
works are included in Appendix A.

[Shaded Section Header]
- ----------------------------------------------------------------------
THE ANNUITY CONTRACT
- ----------------------------------------------------------------------

The Contract described in this prospectus is a deferred combination
variable and fixed annuity contract. The Contract provides a means
for you to invest in one or more of the available mutual fund
portfolios of the GCG Trust and the Evergreen Variable Annuity Trust
through Account B. It also provides a means for you to invest in a
Fixed Interest Allocation through the Fixed Account.

CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date. Each 12-
month period following the contract date is a contract year.

ANNUITY START DATE
The annuity start date is the date you start receiving annuity
payments under your Contract. The Contract, like all deferred
variable annuity contracts, has two phases: the accumulation phase
and the income phase. The accumulation phase is the period between
the contract date and the annuity start date. The income phase
begins when you start receiving regular annuity payments from your
Contract on the annuity start date.

CONTRACT OWNER
You are the contract owner. You are also the annuitant unless
another annuitant is named in the application. You have the rights
and options described in the Contract. One or more persons may own
the Contract. If there are multiple owners named, the age of the
oldest owner will determine the applicable death benefit if such
death benefit is available for multiple owners.

The death benefit becomes payable when you die. In the case of a
sole contract owner who dies before the income phase begins, we will
pay the beneficiary the death benefit then due. The sole contract
owner's estate will be the beneficiary if no beneficiary has been
designated or the beneficiary has predeceased the contract owner. In
the case of a joint owner of the Contract dying before the income
phase begins, we will designate the surviving contract owner as the
beneficiary. This will override any previous beneficiary
designation.

If the contract owner is a trust and a beneficial owner of the trust
has been designated, the beneficial owner will be treated as the
contract owner for determining the death benefit. If a beneficial
owner is changed or added after the contract date, this will be
treated as a change of contract owner for determining the death
benefit.

JOINT OWNER. For non-qualified Contracts only, joint owners may
be named in a written request before the Contract is in effect.
Joint owners may independently exercise transfers and other
transactions allowed under the Contract. All other rights of
ownership must be exercised by both owners. Joint owners own equal
shares of any benefits accruing or payments made to them. All rights
of a joint owner end at death of that owner if the other joint owner
survives. The entire interest of the deceased joint owner in the
Contract will pass to the surviving joint owner.

ANNUITANT
The annuitant is the person designated by you to be the measuring
life in determining annuity payments. The annuitant's age determines
when the income phase must begin and the amount of the annuity
payments to be paid. You are the annuitant unless you choose to name
another person. The annuitant may not be changed after the Contract
is in effect.

The contract owner will receive the annuity benefits of the Contract
if the annuitant is living on the annuity start date. If the
annuitant dies before the annuity start date, and a contingent
annuitant has been named, the contingent annuitant becomes the
annuitant (unless the contract owner is not an individual, in which
case the death benefit becomes payable).

If there is no contingent annuitant when the annuitant dies before
the annuity start date, the contract owner will become the annuitant.
The contract owner may designate a new annuitant within 60 days of
the death of the annuitant.

If there is no contingent annuitant when the annuitant dies before
the annuity start date and the contract owner is not an individual,
we will pay the designated beneficiary the death benefit then due.
If a beneficiary has not been designated, or if there is no
designated beneficiary living, the contract owner will be the
beneficiary. If the annuitant was the sole contract owner and there
is no beneficiary designation, the annuitant's estate will be the
beneficiary.

Regardless of whether a death benefit is payable, if the annuitant
dies and any contract owner is not an individual, distribution rules
under federal tax law will apply. You should consult your tax
advisor for more information if you are not an individual.

BENEFICIARY
The beneficiary is named by you in a written request. The
beneficiary is the person who receives any death benefit proceeds and
who becomes the successor contract owner if the contract owner (or
the annuitant if the contract owner is other than an individual) dies
before the annuity start date. We pay death benefits to the primary
beneficiary (unless there are joint owners, in which case death
proceeds are payable to the surviving owner(s)).

If the beneficiary dies before the annuitant or the contract owner,
the death benefit proceeds are paid to the contingent beneficiary, if
any. If there is no surviving beneficiary, we pay the death benefit
proceeds to the contract owner's estate.

One or more persons may be a beneficiary or contingent beneficiary.
In the case of more than one beneficiary, we will assume any death
benefit proceeds are to be paid in equal shares to the surviving
beneficiaries.

You have the right to change beneficiaries during the annuitant's
lifetime unless you have designated an irrevocable beneficiary. When
an irrevocable beneficiary has been designated, you and the
irrevocable beneficiary may have to act together to exercise some of
the rights and options under the Contract.

CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's
lifetime, you may transfer ownership of a non-qualified Contract.
A change in ownership may affect the amount of the death benefit and
the guaranteed death benefit. The new owner's will determine when
a death benefit is payable. You may also change the beneficiary.
All requests for changes must be in writing and submitted to our
Customer Service Center in good order. The change will be effective
as of the day you sign the request. The change will not affect any
payment made or action taken by us before recording the change.

If the new owner's age is less than 86, the death benefit in effect
prior to the change in owner will remain in effect. If the new owner's
age is 86 or greater (based on the age of the older owner, if joint
owners), the death benefit will be the cash surrender value. Once a
death benefit has been changed due to a change in owner, a subsequent
change to a younger owner will not restore any death benefit.

PURCHASE AND AVAILABILITY OF THE CONTRACT
Contracts offered by this prospectus are available only to customers
of [ ] and its affiliates. We will issue a Contract only
if both the annuitant and the contract owner are not older than age 70.

The initial premium payment must be $5,000 or more ($1,500 for
qualified Contracts). You may make additional payments of $100 or
more ($250 for qualified Contracts) at any time after the free look
period before you turn age 76. Under certain circumstances, we may
waive the minimum premium payment requirement. We may also change
the minimum initial or additional premium requirements for certain
group or sponsored arrangements. Any initial or additional premium
payment that would cause the contract value of all annuities that you
maintain with us to exceed $1,000,000 requires our prior approval.

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium within 2 business days after
receipt, if the application and all information necessary for
processing the Contract are complete. Subsequent premium payments
will be processed within 1 business day if all information necessary
is received. In certain states we also accept initial and
additional premium payments by wire order. Wire transmittals must be
accompanied by sufficient electronically transmitted data. We may
retain your initial premium payment for up to 5 business days while
attempting to complete an incomplete application. If the application
cannot be completed within this period, we will inform you of the
reasons for the delay. We will also return the premium payment
immediately unless you direct us to hold the premium payment until
the application is completed. For initial premium payments, the payment
will be credited at the accumulation unit value next determinded after
receipt of your premium payment and the completed application.Once the
completed application is received, we will allocate the payment to the
subaccount and/or Fixed Interest Allocation specified by you within 2
business days. We will make inquiry to discover any missing information
related to subsequent payments. For any subsequent premium payments, the
payment will be credited at the accumulation unit value next
determined after receipt of your premium payment and instructions.

Once we allocate your premium payment to the subaccounts selected by
you, we convert the premium payment into accumulation units. We
divide the amount of the premium payment allocated to a particular
subaccount by the value of an accumulation unit for the subaccount to
determine the number of accumulation units of the subaccount to be
held in Account B with respect to your Contract. The net investment
results of each subaccount vary with its investment performance.

If your premium payment was transmitted by wire order from your
broker-dealer, we will follow one of the following two procedures
after we receive and accept the wire order and investment
instructions. The procedure we follow depends on state availability
and the procedures of your broker-dealer.

(1) If either your state or broker-dealer do not permit us to
issue a Contract without an application, we reserve the right
to rescind the Contract if we do not receive and accept a
properly completed application or enrollment form within
5 days of the premium payment. If we do not receive the
application or form within 5 days of the premium payment, we
will refund the contract value plus any charges we deducted,
and the Contract will be voided. Some states require that we
return the premium paid, in which case we will comply.

(2) If your state and broker-dealer allow us to issue a Contract
without an application, we will issue and mail the Contract to
you, together with an Application Acknowledgement Statement
for your execution. Until our Customer Service Center receives
the executed Application Acknowledgement Statement, neither
you nor the broker-dealer may execute any financial
transactions on your Contract unless they are requested in
writing by you. We may require additional information before
complying with your request (e.g., signature guarantee).

In some states, we may require that an initial premium designated for
a subaccount of Account B or the Fixed Account be allocated to a
subaccount specially designated by the Company (currently, the Liquid
Asset subaccount) during the free look period. After the free look
period, we will convert your contract value (your initial premium
plus any earnings less any expenses) into accumulation units of the
subaccounts you previously selected. The accumulation units will be
allocated based on the accumulation unit value next computed for each
subaccount. Initial premiums designated for Fixed Interest
Allocations will be allocated to a Fixed Interest Allocation with the
guaranteed interest period you have chosen; however, in the future we
may allocate the premiums to the specially designated subaccount
during the free look period.

CONTRACT VALUE
We determine your contract value on a daily basis beginning on the
contract date. Your contract value is the sum of (a) the contract
value in the Fixed Interest Allocations, and (b) the contract value
in each subaccount in which you are invested.

CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS. The contract value
in your Fixed Interest Allocation is the sum of premium payments
allocated to the Fixed Interest Allocation under the Contract, plus
contract value transferred to the Fixed Interest Allocation, plus
credited interest, minus any transfers and withdrawals from the Fixed
Interest Allocation (including any Market Value Adjustment applied to
such withdrawal), contract fees, and premium taxes.

CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the
contract value in the subaccount in which you are invested is equal
to the initial premium paid and designated to be allocated to the
subaccount. On the contract date, we allocate your contract value to
each subaccount and/or a Fixed Interest Allocation specified by you,
unless the Contract is issued in a state that requires the return of
premium payments during the free look period, in which case, the
portion of your initial premium not allocated to a Fixed Interest
Allocation may be allocated to a subaccount specially designated by
the Company during the free look period for this purpose (currently,
the Liquid Asset subaccount).

On each business day after the contract date, we calculate the amount
of contract value in each subaccount as follows:

(1) We take the contract value in the subaccount at the end of the
preceding business day.

(2) We multiply (1) by the subaccount's Net Investment Factor
since the preceding business day.

(3) We add (1) and (2).

(4) We add to (3) any additional premium payments, and then add or
subtract any transfers to or from that subaccount.

(5) We subtract from (4) any withdrawals and any related charges,
and then subtract any contract fees and premium taxes.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender
the Contract. The cash surrender value will fluctuate daily based on
the investment results of the subaccounts in which you are invested
and interest credited to Fixed Interest Allocations and any Market
Value Adjustment. We do not guarantee any minimum cash surrender
value. On any date during the accumulation phase, we calculate the
cash surrender value as follows: we start with your contract value,
then we adjust for any Market Value Adjustment, then we deduct any
surrender charge, any charge for premium taxes, the annual cotnract
administrative fee, and any other charges incurred but not yet deducted.

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is
living and before the annuity start date. A surrender will be
effective on the date your written request and the Contract are
received at our Customer Service Center. We will determine and pay
the cash surrender value at the price next determined after receipt
of all paperwork required in order for us to process your surrender.
Once paid, all benefits under the Contract will be terminated.
For administrative purposes, we will transfer your money
to a specially designated subaccount (currently the Liquid Asset
subaccount) prior to processing the surrender. This transfer will
have no effect on your cash surrender value. You may receive the
cash surrender value in a single sum payment or apply it under one or
more annuity options. We will usually pay the cash surrender value
within 7 days.

Consult your tax advisor regarding the tax consequences associated
with surrendering your Contract. A surrender made before you reach
age 59 1/2 may result in a 10% tax penalty. See "Federal Tax
Considerations" for more details.

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the
Contract. These subaccounts will invest in investment portfolios we
find suitable for your Contract.

We may amend the Contract to conform to applicable laws or
governmental regulations. If we feel that investment in any of the
investment portfolios has become inappropriate to the purposes of the
Contract, we may, with approval of the SEC (and any other regulatory
agency, if required) substitute another portfolio for existing and
future investments. If you have elected the dollar cost averaging,
systematic withdrawals, or automatic rebalancing programs or if you
have other outstanding instructions, and we substitute a portfolio
susbject to those instructions, we will execute your instructions using
the substituted protfolios, unless you request otherwise.

We also reserve the right to: (i) deregister Account B under the 1940
Act; (ii) operate Account B as a management company under the 1940
Act if it is operating as a unit investment trust; (iii) operate
Account B

as a unit investment trust under the 1940 Act if it is
operating as a managed separate account; (iv) restrict or eliminate
any voting rights as to Account B; and (v) combine Account B with
other accounts.

We will, of course, provide you with written notice before any of
these changes are effected.

THE FIXED ACCOUNT
The Fixed Account is a segregated asset account which contains the
assets that support a contract owner's Fixed Interest Allocations.
See "The Fixed Interest Allocations" for more information.

OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the
same investment portfolios of the Trusts. These contracts have
different charges that could effect their performance, and may
offer different benefits more suitable to your needs. To obtain
more information about these other contracts, contact our Customer
Service Center or your registered representative.

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death
Benefit," "Charges and Fees," "The Annuity Options" and "Other
Contract Provisions" in this prospectus for information on other
important provisions in your Contract.

[Shaded Section Header]
- ----------------------------------------------------------------------
WITHDRAWALS
- ----------------------------------------------------------------------

Any time during the accumulation phase and before the death of the
annuitant, you may withdraw all or part of your money. Keep in mind
that if you request a withdrawal for more than 90% of the cash
surrender value, we will treat it as a request to surrender the
Contract. If any single withdrawal or the sum of withdrawals exceeds
the Free Withdrawal Amount, you will incur a surrender charge. The
Free Withdrawal Amount is 10% of premium payments not previously
withdrawn received within 10 years prior to the date of the
withdrawal.

You need to submit to us a written request specifying the Fixed
Interest Allocations or subaccounts from which amounts are to be
withdrawn, otherwise the withdrawal will be made on a pro rata basis
from all of the subaccounts in which you are invested. If there is
not enough contract value in the subaccounts, we will deduct the
balance of the withdrawal from your Fixed Interest Allocations
starting with the guaranteed interest periods nearest their maturity
dates until we have honored your request. We will apply a Market
Value Adjustment to any withdrawal from your Fixed Interest
Allocation taken more than 30 days before its maturity date.
Definitive guidance on the proper federal tax treatment of the
Market Value Adjustment has not been issued. You may want to
discuss the potential tax consequences of a Market Value Adjustment
with your tax adviser. We will determine the contract value as
of the close of business on the day we receive your withdrawal
request at our Customer Service Center. The contract value may
be more or less than the premium payments made.

For administrative purposes, we will transfer your money to a
specially designated subaccount (currently, the Liquid Asset
subaccount) prior to processing the withdrawal. This transfer will
not effect the withdrawal amount you receive.

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each
withdrawal must be a minimum of $100. We will apply a Market Value
Adjustment to any regular withdrawal from a Fixed Interest Allocation
that is taken more than 30 days before its maturity date.

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawal payments
(1) from the contract value in the subaccounts in which you are invested,
or (2) from the interest earned in your Fixed Interest Allocations.
Systematic withdrawals may be taken monthly, quarterly or annually.
You decide when you would like systematic payments to start as long as
it starts at least 28 days after your contract date. You also select
the date on which the systematic withdrawals will be made, but this
date cannot be later than the 28th day of the month. If you have
elected to receive systematic withdrawals but have not chosen a date,
we will make the withdrawals on the same calendar day of each month as
your contract date. If your contract date is after the 28th, your
systematic withdrawal will be made on the 28th day of each month.
Each systematic withdrawal amount must be a minimum of $100.

The amount of your systematic withdrawal can either be (1) a fixed
dollar amount, or (2) an amount based on a percentage of the premiums
not previously withdrawn from the subaccounts in which you are invested.
Both forms of systematic withdrawals are subject to the following maximum,
which is calculated on each withdrawal date:

Maximum Percentage
Frequency
Monthly 0.833%
Quarterly 2.50%
Annually 10.00%

If your systematic withdrawal is a fixed dollar amount and the amount
to be withdrawn would exceed the applicable maximum percentage of your
premiums not previously withdrawn on the withdrawal date, we will
automatically reduce the amount withdrawn so that it equals such percentage.
Thus, your fixed dollar systematic withdrawals will never exceed the maximum
percentage. If you want fixed dollar systematic withdrawals to exceed the
maximum percentage and are willing to incur associated surrender charges,
consider the Fixed Dollar Systematic Withdrawal Feature which you may
add to your regular systematic withdrawal program.

If your systematic withdrawal is based on a percentage of the premiums
not previously withdrawn from the subaccounts in which you are invested
and the amount to be withdrawn based on that percentage would be less
than $100, we will automatically increase the amount to $100 as long
as it does not exceed the maximum percentage. If the systematic
withdrawal would exceed the maximum percentage, we will send the amount,
and then automatically cancel your systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending
on the frequency you chose. Systematic withdrawals are not subject
to a Market Value Adjustment, unless you have added the Fixed Dollar
Systematic Withdrawal Feature discussed below and the payments exceed
interest earnings. Systematic withdrawals from Fixed Interest
Allocations under the Fixed Dollar Systematic Withdrawal Feature are
available only in connection with Section 72(q) or 72(t) distributions.
A Fixed Interest Allocation may not participate in both the systematic
withdrawal option and the dollar cost averaging program at the same time.

You may change the amount or percentage of your systematic withdrawal
once each contract year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least 7 days
before the next scheduled withdrawal date. The systematic withdrawal
option may commence in a contract year where a regular withdrawal has
been taken but you may not change the amount or percentage of your
withdrawals in any contract year during which you have previously
taken a regular withdrawal. You may not elect the systematic withdrawal
option if you are taking IRA withdrawals.

Fixed Dollar Systematic Withdrawal Feature. You may add the Fixed
Dollar Systematic Withdrawal Feature to your regular fixed dollar
systematic withdrawal program. This feature allows you to receive
a systematic withdrawal in a fixed dollar amount regardless of any
surrender charges or Market Value Adjustments. Systematic withdrawals
from Fixed Interest Allocations under the Fixed Dollar Systematic
Withdrawal Feature are available only in connection with Section
72(q) or 72(t) distributions. You choose the amount of the fixed
systematic withdrawals, which may total up to an annual maximum of
10% of your premium payments not previously withdrawn as determined
on the day we receive your election of this feature. The maximum
limit will not be recalculated when you make additional premium
payments, unless you instruct us to do us. We will assess a surrender
charge on the withdrawal date if the withdrawal exceeds the maximum
limit as calculated on the withdrawal date. We will assess a Market
Value Adjustment on the withdrawal date if the withdrawal from a
Fixed Interest Allocation exceeds your interest earnings on the
withdrawal date. We will apply the surrender charge and any Market
Value Adjustment directly to your contract value (rather than to the
systematic withdrawal) so that the amount of each systematic
withdrawal remains fixed.

Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed
the maximum. Such withdrawals are subject to surrender charges and
Market Value Adjustment when they exceed the applicable free
withdrawal amount.

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2
during the current calendar year, you may elect to have distributions
made to you to satisfy requirements imposed by Federal tax law. IRA
withdrawals provide payout of amounts required to be distributed by
the Internal Revenue Service rules governing mandatory distributions
under qualified plans. We will send you a notice before your
distributions commence. You may elect to take IRA withdrawals at
that time, or at a later date. You may not elect IRA

withdrawals and
participate in systematic withdrawals at the same time. If you do
not elect to take IRA withdrawals, and distributions are required by
Federal tax law, distributions adequate to satisfy the requirements
imposed by Federal tax law may be made. Thus, if you are
participating in systematic withdrawals, distributions under that
option must be adequate to satisfy the mandatory distribution rules
imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or
annual basis. Under this option, you may elect payments to start as
early as 28 days after the contract date. You select the day of the
month when the withdrawals will be made, but it cannot be later than
the 28th day of the month. If no date is selected, we will make the
withdrawals on the same calendar day of the month as the contract
date.

You may request that we calculate for you the amount that is required
to be withdrawn from your Contract each year based on the information
you give us and various choices you make. For information regarding
the calculation and choices you have to make, see the Statement of
Additional Information. The minimum dollar amount you can withdraw
is $100. When we determine the required IRA withdrawal amount for a
taxable year based on the frequency you select, if that amount is
less than $100, we will pay $100. At any time where the IRA
withdrawal amount is greater than the contract value, we will cancel
the Contract and send you the amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once
each contract year or cancel this option at any time by sending us
satisfactory notice to our Customer Service Center at least 7 days
before the next scheduled withdrawal date.

An IRA withdrawal in excess of the amount allowed under systematic
withdrawals will be subject to a Market Value Adjustment.

CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED
WITH TAKING WITHDRAWALS. You are responsible for determining that
withdrawals comply with applicable law. A withdrawal made before the
taxpayer reaches age 59 1/2 may result in a 10% penalty tax. See
"Federal Tax Considerations" for more details.

[Shaded Section Header]
- ----------------------------------------------------------------------
TRANSFERS AMONG YOUR INVESTMENTS
- ----------------------------------------------------------------------

You may transfer your contract value among the subaccounts in which
you are invested and your Fixed Interest Allocations at the end of
the free look period until the annuity start date. We currently do
not charge you for transfers made during a contract year, but reserve
the right to charge $25 for each transfer after the twelfth transfer
in a contract year. We also reserve the right to limit the number of
transfers you may make and may otherwise modify or terminate transfer
privileges if required by our business judgement or in accordance
with applicable law. We will apply a Market Value Adjustment to
transfers from a Fixed Interest Allocation taken more than 30 days
before its maturity date, unless the transfer is made under the
dollar cost averaging program.

Transfers will be based on values at the end of the business day in
which the transfer request is received at our Customer Service
Center.

The minimum amount that you may transfer is $100 or, if less, your
entire contract value held in a subaccount or a Fixed Interest
Allocation.

To make a transfer, you must notify our Customer Service Center and
all other administrative requirements must be met. Any transfer
request received after 4:00 p.m. eastern time or the close of the New
York Stock Exchange will be effected on the next business day.
Account B and the Company will not be liable for following
instructions communicated by telephone or over the internet that we
reasonably believe to be genuine. We require personal identifying
information to process a request for transfer made over the telephone
or over the internet.

DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if
you have at least $1,200 of contract value in the (i) Limited
Maturity Bond subaccount or the Liquid Asset subaccount, or (ii) a
Fixed Interest Allocation with either a 6-month or a 1-year
guaranteed interest period. These subaccounts or Fixed Interest
Allocations serve as the source accounts from which we will, on a
monthly basis, automatically transfer a set dollar amount of money to
other subaccounts selected by you. We also may offer DCA Fixed
Interest Allocations, which are 6-month and 1-year Fixed Interest
Allocations available exclusively for use with the dollar cost
averaging program. The DCA Fixed Interest Allocations require a
minimum premium payment of $1,200 directed into a DCA Fixed Interest
Allocation.

The dollar cost averaging program is designed to lessen the impact of
market fluctuation on your investment. Since we transfer the same
dollar amount to other subaccounts each month, more units of a
subaccount are purchased if the value of its unit is low and less
units are purchased if the value of its unit is high. Therefore, a
lower than average value per unit may be achieved over the long term.
However, we cannot guarantee this. When you elect the dollar cost
averaging program, you are continuously investing in securities
regardless of fluctuating price levels. You should consider your
tolerance for investing through periods of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar
amount you want transferred under this program. Each monthly
transfer must be at least $100. If your source account is the
Limited Maturity Bond subaccount, the Liquid Asset subaccount or a 1-
year Fixed Interest Allocation, the maximum amount that can be
transferred each month is your contract value in such source account
divided by 12. If your source account is a 6-month Fixed Interest
Allocation, the maximum amount that can be transferred each month is
your contract value in such source account divided by 6. You may
change the transfer amount once each contract year. If you have a
DCA Fixed Interest Allocation, there is no minimum or maximum
transfer amount; we will transfer all your money allocated to that
source account into the subaccount(s) in equal payments over the
selected 6-month or 1-year period. The last payment will include
earnings accrued over the course of the selected period. If you
make an additional premium payment into a Fixed Interest Allocation
subject to dollar cost averaging, the amount of your transfers under
the dollar cost averaging program remains the same, unless you instruct
us to increase the transfer amount.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest
Allocation under the dollar cost averaging program are not subject to
a Market Value Adjustment. However, if you terminate the dollar cost
averaging program for a DCA Fixed Interest Allocation and there is
money remaining in the DCA Fixed Interest Allocation, we will
transfer the remaining money to the Liquid Asset subaccount. Such
transfer will trigger a Market Value Adjustment if the transfer is
made more than 30 days before the maturity date of the DCA Fixed
Interest Allocation.

If you do not specify the subaccounts to which the dollar amount of
the source account is to be transferred, we will transfer the money
to the subaccounts in which you are invested on a proportional basis.
The transfer date is the same day each month as your contract date.
If, on any transfer date, your contract value in a source account is
equal or less than the amount you have elected to have transferred,
the entire amount will be transferred and the program will end. You
may terminate the dollar cost averaging program at any time by
sending satisfactory notice to our Customer Service Center at least 7
days before the next transfer date. A Fixed Interest Allocation or
DCA Fixed Interest Allocation may not participate in the dollar cost
averaging program and in systematic withdrawals at the same time.

We may in the future offer additional subaccounts or withdraw any
subaccount or Fixed Interest Allocation to or from the dollar cost
averaging program, stop offering DCA Fixed Interest Allocations or
otherwise modify, suspend or terminate this program. Of course, such
change will not affect any dollar cost averaging programs in
operation at the time.

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the
subaccounts of Account B, you may elect to have your investments in
the subaccounts automatically rebalanced. We will transfer funds
under your Contract on a quarterly, semi-annual, or annual calendar
basis among the subaccounts to maintain the investment blend of your
selected subaccounts. The minimum size of any allocation must be in
full percentage points. Rebalancing does not affect any amounts that
you have allocated to the Fixed Account. The program may be

used in
conjunction with the systematic withdrawal option only if withdrawals
are taken pro rata. Automatic rebalancing is not available if you
participate in dollar cost averaging. Automatic rebalancing will not
take place during the free look period.

To participate in automatic rebalancing, send satisfactory notice to
our Customer Service Center. We will begin the program on the last
business day of the period in which we receive the notice. You may
cancel the program at any time. The program will automatically
terminate if you choose to reallocate your contract value among the
subaccounts or if you make an additional premium payment or partial
withdrawal on other than a pro rata basis. Additional premium
payments and partial withdrawals effected on a pro rata basis will
not cause the automatic rebalancing program to terminate.

[Shaded Section Header]
- ----------------------------------------------------------------------
DEATH BENEFIT
- ----------------------------------------------------------------------

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either
the annuitant (when a contract owner is not an individual), the
contract owner or the first of joint owners dies. Assuming you are
the contract owner, your beneficiary will receive a death benefit
unless the beneficiary is your surviving spouse and elects to
continue the Contract. The death benefit value is calculated at the
close of the business day on which we receive written notice and
proof of death, as well as any required paperwork, at our
Customer Service Center. If your beneficiary elects to delay receipt
of the death benefit until a date after the time of death, the amount
of the benefit payable in the future may be affected. The proceeds
may be received in a single sum or applied to any of the annuity
options. If we do not receive a request to apply the death benefit
proceeds to an annuity option, we will make a single sum
distribution. We will generally pay death benefit proceeds within
7 days after our Customer Service Center has received sufficient
information to make the payment.

The death benefit under the Contract is the greatest of (i) your
contract value; (ii) total premium payments less pro rata adjustments
for any withdrawals; and (iii) the cash surrender value.

Pro rata withdrawal adjustment on the death benefit is calculated
by (i) dividing the contract value withdrawn by the contract value
immediately prior to the withdrawal, and then (ii) multiplying the
result by the amount of the death benefit component immediately
prior to the withdrawal.

The amount of the death benefit amount could be reduced by premium
taxes owed and withdrawals not previously deducted.

DEATH BENEFIT DURING THE INCOME PHASE
If any contract owner or the annuitant dies after the annuity start
date, we will pay the beneficiary any certain benefit remaining under
the annuity in effect at the time.

CONTINUATION AFTER DEATH - SPOUSE
If at the contract owner's death, the surviving spouse of the deceased
contract owner is the beneficiary and such surviving spouse elects to
continue the contract as his or her own, the following will apply:

If the death benefit as of the date we receive due proof of
death, minus the contract value also on that date, is greater than zero,
we will add such difference to the contract value. Such addition will
be allocated to the variable subaccounts in proportion to the contract
value in the subaccounts. If there is no contract value in any subaccount,
the addition will be allocated to the Liquid Asset subaccount, or its
successor.

The death benefit will continue to apply, with all age criteria using
the surviving spouse's age as the determining age.

At subsequent surrender, any surrender charge applicable to premiums
paid prior to the date we receive due proof of death of the contract
owner will be waived. Any premiums paid later will be subject to any
applicable surrender charge.

This addition to contract value is available only to the spouse of
the owner as of the date of death of the owner if such spouse under
the provisions if the contract elects to continue the contract as
his or her own.

[Shaded Section Header]
- ----------------------------------------------------------------------
CHARGES AND FEES
- ----------------------------------------------------------------------

We deduct the charges described below to cover our cost and expenses,
services provided and risks assumed under the Contracts. We incur
certain costs and expenses for distributing and administrating the
Contracts, for paying the benefits payable under the Contracts and
for bearing various risks associated with the Contracts. The amount
of a charge will not always correspond to the actual costs
associated. For example, the surrender charge collected may not
fully cover all of the distribution expenses incurred by us with the
service or benefits provided. In the event there are any profits
from fees and charges deducted under the Contract, we may use such
profits to finance the distribution of contracts.

CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value
deducted directly from a single subaccount designated by the Company.
Currently we use the Liquid Asset subaccount for this purpose. If
you do not elect this option, or if the amount of the charges is
greater than the amount in the designated subaccount, the charges
will be deducted as discussed below. You may cancel this option at
any time by sending satisfactory notice to our Customer Service
Center.

CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:

SURRENDER CHARGE. We will deduct a contingent deferred sales
charge (a "surrender charge") if you surrender your Contract or if
you take a withdrawal in excess of the Free Withdrawal Amount during
the 10-year period from the date we receive and accept a premium
payment. The surrender charge is based on a percentage of each
premium payment withdrawn. This charge is intended to cover sales
expenses that we have incurred. We may in the future reduce or waive
the surrender charge in certain situations and will never charge more
than the maximum surrender charges. The percentage of premium
payments deducted at the time of surrender or excess withdrawal
depends on the number of complete years that have elapsed since that
premium payment was made. We determine the surrender charge as a
percentage of each premium payment withdrawn as follows:

<TABLE>

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
COMPLETE YEARS ELAPSED 0 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10+
SINCE PREMIUM PAYMENT | | | | | | | | | |
SURRENDER CHARGE 8.5% | 8.5% | 8.5% | 8.5% | 8.5% | 8% | 7% | 6% | 4% | 2% | 0%
</TABLE>

WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE. We will waive
the surrender charge in most states in the following events: (i) you
begin receiving qualified extended medical care on or after the first
contract anniversary for at least 45 days during a 60-day period and
your request for the surrender or withdrawal, together with all required
documentation is received at our Customer Service Center during the term
of your care or within 90 days after the last day of your care; or
(ii) you are first diagnosed by a qualifying medical professional, on or
after the first contract anniversary, as having a qualifying terminal illness.
We have the right to require an examination by a physician of our choice.
If we require such an examination, we will pay for it. You are required
to send us satisfactory written proof of illness. See your Contract for
more information. The waiver of surrender charge may not be available in
all states.

FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount is 10% of
premium payments not previously withdrawn received within 10 years
prior to the date of the withdrawal.

SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a
surrender charge for excess withdrawals. We consider a withdrawal to
be an "excess withdrawal" when the amount you withdraw in any
contract year exceeds the Free Withdrawal Amount. Where you are
receiving systematic withdrawals, any combination of regular
withdrawals taken and any systematic withdrawals expected to be
received in a contract year will be included in determining the
amount of the excess withdrawal. Such a withdrawal will be
considered a partial surrender of the Contract and we will impose a
surrender charge and any associated premium tax. We will deduct such
charges from the contract value in proportion to the contract value
in each subaccount or Fixed Interest Allocation from which the excess
withdrawal was taken. In instances where the excess withdrawal
equals the entire contract value in such subaccounts or Fixed
Interest Allocations, we will deduct charges proportionately from all
other subaccounts and Fixed Interest Allocations in which you are
invested. ANY WITHDRAWAL FROM A FIXED INTEREST ALLOCATION MORE THAN
30 DAYS BEFORE ITS MATURITY DATE WILL TRIGGER A MARKET VALUE
ADJUSTMENT.

For the purpose of calculating the surrender charge for an excess
withdrawal: a) we treat premiums as being withdrawn on a first-in,
first-out basis; and b) amounts withdrawn which are not considered an
excess withdrawal are not considered a withdrawal of any premium
payments. We have included an example of how this works in Appendix B.
Although we treat premium payments as being withdrawn before
earnings for purpose of calculating the surrender charge for excess
withdrawals, the federal tax law treats earnings as withdrawn first.

PREMIUM TAXES. We may make a charge for state and local premium
taxes depending on your state of residence. The tax can range from
0% to 3.5% of the premium payment. We have the right to change
this amount to conform with changes in the law or if change your
state of residence.

We deduct the premium tax from your contract value on the annuity
start date. However, some jurisdictions impose a premium tax at the
time that initial and additional premiums are paid, regardless of
when the annuity payments begin. In those states we may defer
collection of the premium taxes from your contract value and deduct
it when you surrender the Contract, when you take an excess withdrawal,
or on the annuity start date.

ADMINISTRATIVE CHARGE. We deduct an annual administrative charge
on each Contract anniversary, or if you surrender your Contract prior
to a Contract anniversary, at the time we determine the cash
surrender value payable to you. The amount deducted is $50 per
Contract. We deduct the charge proportionately from all subaccounts
in which you are invested. If there is no contract value in those
subaccounts, we will deduct the charge from your Fixed Interest
Allocations starting with the guaranteed interest periods nearest
their maturity dates until the charge has been paid.

TRANSFER CHARGE. We currently do not deduct any charges for
transfers made during a contract year. We have the right, however,
to assess up to $25 for each transfer after the twelfth transfer in
a contract year. If such a charge is assessed, we would deduct the
charge from the subaccounts and the Fixed Interest Allocations from
which each such transfer is made in proportion to the amount being
transferred from each such subaccount and Fixed Interest Allocation
unless you have chosen to have all charges deducted from a single
subaccount. The charge will not apply to any transfers due to the
election of dollar cost averaging, automatic rebalancing and
transfers we make to and from any subaccount specially designated by
the Company for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk
charge is deducted each business day. The mortality and expense risk
charge is equivalent, on an annual basis, to 1.25% of the assets you
have in each subaccount. The charge is deducted on each business day
at the rate of .003446% for each day since the previous business day.

ASSET-BASED ADMINISTRATIVE CHARGE. The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the
assets you have in each subaccount. The charge is deducted on each
business day at the rate of .000411% for each day since the previous
business day. This charge is deducted daily from your assets in
each subaccount.

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of
the Trusts. Please read the respective Trust prospectus for details.

[Shaded Section Header]
- ----------------------------------------------------------------------
THE ANNUITY OPTIONS
- ----------------------------------------------------------------------

ANNUITIZATION OF YOUR CONTRACT
If the annuitant and contract owner are living on the annuity start
date, we will begin making payments to the contract owner under an
income plan. We will make these payments under the annuity option
chosen. You may change annuity option by making a written request to
us at least 30 days before the annuity start date. The amount of the
payments will be determined by applying your contract value adjusted
for any applicable Market Value Adjustment on the annuity start date
in accordance with the annuity option you chose.

You may also elect an annuity option on surrender of the Contract for
its cash surrender value or you may choose one or more annuity
options for the payment of death benefit proceeds while it is in
effect and before the annuity start date. If, at the time of the
contract owner's death or the annuitant's death (if the contract
owner is not an individual), no option has been chosen for paying
death benefit proceeds, the beneficiary may choose an annuity option
within 60 days. In all events, payments of death benefit proceeds
must comply with the distribution requirements of applicable federal
tax law.

The minimum monthly annuity income payment that we will make is $20.
We may require that a single sum payment be made if the contract
value is less than $2,000 or if the calculated monthly annuity income
payment is less than $20.

For each annuity option we will issue a separate written agreement
putting the annuity option into effect. Before we pay any annuity
benefits, we require the return of your Contract. If your Contract
has been lost, we will require that you complete and return the
applicable lost Contract form. Various factors will affect the level
of annuity benefits, such as the annuity option chosen, the
applicable payment rate used and the investment performance of the
portfolios and interest credited to the Fixed Interest Allocations.

Our current annuity options provide only for fixed payments. Fixed
annuity payments are regular payments, the amount of which is fixed
and guaranteed by us. Some fixed annuity options provide fixed
payments either for a specified period of time or for the life of the
annuitant. The amount of life income payments will depend on the
form and duration of payments you chose, the age of the annuitant or
beneficiary (and gender, where appropriate) under applicable law,
the total contract value applied to purchase a Fixed Interest
Allocation, and the applicable payment rate.

Our approval is needed for any option where:

(1) The person named to receive payment is other than the contract
owner or beneficiary;

(2) The person named is not a natural person, such as a
corporation; or

(3) Any income payment would be less than the minimum annuity
income payment allowed.

SELECTING THE ANNUITY START DATE
You select the annuity start date, which is the date on which the
annuity payments commence. The annuity start date must be at
least 5 years from the contract date but before the month
immediately following the annuitant's 90th birthday, or 10 years
from the contract date, if later. If, on the annuity start date,
a surrender charge remains, the elected annuity option must
include a period certain of at least 5 years.

If you do not select an annuity start date, it will automatically
begin in the month following the annuitant's 90th birthday, or 10
years from the contract date, if later.

If the annuity start date occurs when the annuitant is at an advanced
age, such as over age 85, it is possible that the Contract will not
be considered an annuity for federal tax purposes. See "Federal Tax
Considerations" and the Statement of Additional Information. For a
Contract purchased in connection with a qualified plan, other than a
Roth IRA, distributions must commence not later than April 1st of the
calendar year following the calendar year in which you attain age 70
1/2 or, in some case, retire. Distributions may be made through
annuitization or withdrawals. You should consult your tax adviser
for tax advice.

FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments. They may be
monthly, quarterly, semi-annually or annually. If we do not receive
written notice from you, we will make the payments monthly. There
may be certain restrictions on minimum payments that we will allow.

THE ANNUITY OPTIONS
We offer the 4 annuity options shown below. Payments under Options
1, 2 and 3 are fixed. Payments under Option 4 may be fixed or
variable. For a fixed annuity option, the contract value in the
subaccounts is transferred to the Company's general account.

OPTION 1. INCOME FOR A FIXED PERIOD. Under this option, we make
monthly payments in equal installments for a fixed number of years
based on the contract value on the annuity start date. We guarantee
that each monthly payment will be at least the amount stated in your
Contract. If you prefer, you may request that payments be made in
annual, semi-annual or quarterly installments. We will provide you
with illustrations if you ask for them. If the cash surrender value
or contract value is applied under this option, a 10% penalty tax may
apply to the taxable portion of each income payment until the
contract owner reaches age 59 1/2.

OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Payment is made
for the life of the annuitant in equal monthly installments and
guaranteed for at least a period certain such as 10 or 20 years.
Other periods certain may be available to you on request. You may
choose a refund period instead. Under this arrangement, income is
guaranteed until payments equal the amount applied. If the person
named lives beyond the guaranteed period, payments continue until his
or her death. We guarantee that each payment will be at least the
amount specified in the Contract corresponding to the person's age on
his or her last birthday before the annuity start date. Amounts for
ages not shown in the Contract are available if you ask for them.

OPTION 3. JOINT LIFE INCOME. This option is available when there
are 2 persons named to determine annuity payments. At least one of
the persons named must be either the contract owner or beneficiary of
the Contract. We guarantee monthly payments will be made as long as
at least one of the named persons is living. There is no minimum
number of payments. Monthly payment amounts are available if you ask
for them.

OPTION 4. ANNUITY PLAN. The contract value can be applied to any
other annuitization plan that we choose to offer on the annuity start
date. Annuity payments under Option 4 may be fixed or variable. If
variable and subject to the Investment Company Act of 1940, it will
comply with the requirements of such Act.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any
amounts still due as provided in the annuity agreement between you
and Golden American. The amounts we will pay are determined as
follows:

(1) For Option 1, or any remaining guaranteed payments under
Option 2, we will continue payments. Under Options 1 and 2,
the discounted values of the remaining guaranteed payments may
be paid in a single sum. This means we deduct the amount of
the interest each remaining guaranteed payment would have
earned had it not been paid out early. The discount interest
rate is never less than 3% for Option 1 and for Option 2 per
year. We will, however, base the discount interest rate on
the interest rate used to calculate the payments for Options
1 and 2 if such payments were not based on the tables in the
Contract.

(2) For Option 3, no amounts are payable after both named persons
have died.

(3) For Option 4, the annuity option agreement will state the
amount we will pay, if any.

[Shaded Section Header]
- ----------------------------------------------------------------------
OTHER CONTRACT PROVISIONS
- ----------------------------------------------------------------------

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of
each calendar quarter. The report will show the contract value, cash
surrender value, and the death benefit as of the end of the calendar
quarter. The report will also show the allocation of your contract
value and reflects the amounts deducted from or added to the contract
value since the last report. You have 30 days to notify our Customer
Service Center of any errors or discrepancies contained in the report.
We will also send you copies of any shareholder reports of the
investment portfolios in which Account B invests, as well as any
other reports, notices or documents we are required by law to
furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any
payment or determination of values on any business day (1) when the
New York Stock Exchange is closed; (2) when trading on the New York
Stock Exchange is restricted; (3) when an emergency exists as
determined by the SEC so that the sale of securities held
in Account B may not reasonably occur or so that the Company
may not reasonably determine the value of Account B's net assets;
or (4) during any other period when the Securities and Exchange
Commission so permits for the protection of security holders.
We have the right to delay payment of amounts from a Fixed Interest
Allocation for up to 6 months.

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or sex given in the application or enrollment form is
misstated, the amounts payable or benefits provided by the Contract
shall be those that the premium payment would have bought at the
correct age or sex.

ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a
loan but understand that your rights and any beneficiary's rights may
be subject to the terms of the assignment. An assignment may have
federal tax consequences. You must give us satisfactory written
notice at our Customer Service Center in order to make or release an
assignment. We are not responsible for the validity of any
assignment.

CONTRACT CHANGES APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to
qualify the Contract as an annuity under applicable federal tax law.
You will be given advance notice of such changes.

FREE LOOK
You may cancel your Contract within your 10-day free look period. We
deem the free look period to expire 15 days after we mail the
Contract to you. Some states may require a longer free look period.
To cancel, you need to send your Contract to our Customer Service
Center or to the agent from whom you purchased it. We will refund
the contract value. For purposes of the refund during the free look
period, (i) we adjust your contract value

for any Market Value Adjustment (if you have invested in
the fixed account), and (ii) then we include a refund
of any charges deducted from your contract value.
Because of the market risks associated with investing in the
portfolios and the potential positive or negative effect of the
market value adjustment, the contract value returned may be greater
or less than the premium payment you paid. Some states require us to
return to you the amount of the paid premium (rather than the
contract value) in which case you will not be subject to investment
risk during the free look period. In these states, your premiums
designated for investment in the subaccounts will be allocated during
the free look period to a subaccount specially designated by the
Company for this purpose (currently, the Liquid Asset subaccount).
We may, in our discretion, require that premiums designated for
investment in the subaccounts from all other states as well as
premiums designated for a Fixed Interest Allocation be allocated to
the specially designated subaccount during the free look period.
Your Contract is void as of the day we receive your Contract and
cancellation request. We determine your contract value at the close
of business on the day we receive your written request. If you keep
your Contract after the free look period, we will put your money in
the subaccount(s) chosen by you, based on the accumulation unit value
next computed for each subaccount, and/or in the Fixed Interest
Allocation chosen by you.

GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any
surrender, administration, and mortality and expense risk charges.
We may also change the minimum initial and additional premium
requirements, or offer an alternative or reduced death benefit.

SELLING THE CONTRACT
Directed Services, Inc. is the principal underwriter and distributor
of the Contract as well as for other contracts issued through
Account B and other separate accounts of Golden American. We pay
Directed Services for acting as principal underwriter under a
distribution agreement which in turn pays the writing agent. The
principal address of Directed Services is 1475 Dunwoody Drive, West
Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to
sell the Contracts through registered representatives who are
licensed to sell securities and variable insurance products. These
broker-dealers are registered with the SEC and are members of the
National Association of Securities Dealers, Inc. Directed Services
receives a maximum of 10% commission, and passes through 100% of the
commission to the broker-dealer whose registered representative sold
the contract.

[Shaded Table Header]

Underwriter Compensation

|----------------------------------------------------------------------------|
| NAME OF PRINCIPAL | AMOUNT OF | [OTHER |
| UNDERWRITER | COMMISSION TO BE PAID | COMPENSATION] |
| | | |
| Directed Services, Inc. | Maximum of 10% | Reimbursement of any |
| | of any initial | covered expenses incurred|
| | or additional | by registered |
| | premium payments. | representatives in |
| | | connection with |
| | | the distribution |
| | | of the Contracts.] |
|----------------------------------------------------------------------------|

[Shaded Section Header]
- ----------------------------------------------------------------------
OTHER INFORMATION
- ----------------------------------------------------------------------

VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to
your instructions. However, if the Investment Company Act of 1940 or
any related regulations should change, or if interpretations of it or
related regulations should change, and we decide that we are
permitted to vote the shares of a Trust in our own right, we may
decide to do so.

We determine the number of shares that you have in a subaccount by
dividing the Contract's contract value in that subaccount by the net
asset value of one share of the portfolio in which a subaccount
invests. We count fractional votes. We will determine the number of
shares you can instruct us to vote 180 days or less before a Trust's
meeting. We will ask you for voting instructions by mail at least 10
days before the meeting. If we do not receive your instructions in
time, we will vote the shares in the same proportion as the
instructions received from all Contracts in that subaccount. We will
also vote shares we hold in Account B which are not attributable to
contract owners in the same proportion.

STATE REGULATION
We are regulated by the Insurance Department of the State of
Delaware. We are also subject to the insurance laws and regulations
of all jurisdictions where we do business. The variable Contract
offered by this prospectus has been approved where required by those
jurisdictions. We are required to submit annual statements of our
operations, including financial statements, to the Insurance
Departments of the various jurisdictions in which we do business to
determine solvency and compliance with state insurance laws and
regulations.

LEGAL PROCEEDINGS
The Company, like other insurance companies, may be involved in
lawsuits, including class action lawsuits. In some class action and
other lawsuits involving insurers, substantial damages have been
sought and/or material settlement payments have been made. We
believe that currently there are no pending or threatened lawsuits
that are reasonably likely to have a materially adverse impact on the
Company or Account B.

LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R.
Tashman, Esquire, Executive Vice President, General Counsel and
Secretary of Golden American. Sutherland, Asbill & Brennan LLP of
Washington, D.C. has provided advice on certain matters relating to
federal securities laws.

EXPERTS
The audited financial statements of Golden American Life Insurance
Company and Account B appearing in this prospectus or in the
Statement of Additional Information and Registration Statement have
been audited by Ernst & Young LLP, independent auditors, as set forth
in their reports thereon appearing or incorporated by reference in
the Statement of Additional Information and in the Registration
Statement and are included in this prospectus or in reliance
upon such reports given upon the authority of such firm as experts in
accounting and auditing.

[Shaded Section Header]
- ----------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS
- ----------------------------------------------------------------------

The following summary provides a general description of the federal
income tax considerations associated with this Contract and does not
purport to be complete or to cover all tax situations. This
discussion is not intended as tax advice. You should consult your
counsel or other competent tax advisers for more complete
information. This discussion is based upon our understanding of the
present federal income tax laws. We do not make any representations
as to the likelihood of continuation of the present federal income
tax laws or as to how they may be interpreted by the IRS.

TYPES OF CONTRACTS: NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or
purchased on a tax-qualified basis. Qualified Contracts are designed
for use by individuals whose premium payments are comprised solely of
proceeds from and/or contributions under retirement plans that are
intended to qualify as plans entitled to special income tax treatment
under Sections 401(a), 403(b), 408, or 408A of the Code. The
ultimate effect of federal income taxes on the amounts held under a
Contract, or annuity payments, depends on the type of retirement
plan, on the tax and employment status of the individual concerned,
and on our tax status. In addition, certain requirements must be
satisfied in purchasing a qualified Contract with proceeds from a tax-
qualified plan and receiving distributions from a qualified Contract
in order to continue receiving favorable tax treatment. Some
retirement plans are subject to distribution and other requirements
that are not incorporated into our Contract administration
procedures. Contract owners, participants and beneficiaries are
responsible for determining that contributions, distributions and
other transactions with respect to the Contract comply with
applicable law. Therefore, you should seek competent legal and tax
advice regarding the suitability of a Contract for your particular
situation. The following discussion assumes that qualified Contracts
are purchased with proceeds from and/or contributions under
retirement plans that qualify for the intended special federal income
tax treatment.

TAX STATUS OF THE CONTRACTS
DIVERSIFICATION REQUIREMENTS. The Code requires that the
investments of a variable account be "adequately diversified" in
order for non-qualified Contracts to be treated as annuity contracts for
federal income tax purposes. It is intended that Account B, through
the subaccounts, will satisfy these diversification requirements.

In certain circumstances, owners of variable annuity contracts have
been considered for federal income tax purposes to be the owners of
the assets of the separate account supporting their contracts due to
their ability to exercise investment control over those assets. When
this is the case, the contract owners have been currently taxed on
income and gains attributable to the separate account assets. There
is little guidance in this area, and some features of the Contracts,
such as the flexibility of a contract owner to allocate premium
payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts
do not give contract owners investment control over Account B assets,
we reserve the right to modify the Contracts as necessary to prevent
a contract owner from being treated as the owner of the Account B
assets supporting the Contract.

REQUIRED DISTRIBUTIONS. In order to be treated as an annuity
contract for federal income tax purposes, the Code requires any non-
qualified Contract to contain certain provisions specifying how your
interest in the Contract will be distributed in the event of your
death. The non-qualified Contracts contain provisions that are
intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued. We
intend to review such provisions and modify them if necessary to
assure that they comply with the applicable requirements when such
requirements are clarified by regulation or otherwise.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify as
annuity contracts for federal income tax purposes.

TAX TREATMENT OF ANNUITIES
IN GENERAL. We believe that if you are a natural person you will
generally not be taxed on increases in the value of a Contract until
a distribution occurs or until annuity payments begin. (For these
purposes, the agreement to assign or pledge any portion of the
contract value, and, in the case of a qualified Contract, any portion
of an interest in the qualified plan, generally will be treated as a
distribution.)

TAXATION OF NON-QUALIFIED CONTRACTS
NON-NATURAL PERSON. The owner of any annuity contract who is not
a natural person generally must include in income any increase in the
excess of the contract value over the "investment in the contract"
(generally, the premiums or other consideration you paid for the
contract less any nontaxable withdrawals) during the taxable year.
There are some exceptions to this rule and a prospective contract
owner that is not a natural person may wish to discuss these with
a tax adviser. The following discussion generally applies to
Contracts owned by natural persons.

WITHDRAWALS. When a withdrawal from a non-qualified Contract
occurs, the amount received will be treated as ordinary income
subject to tax up to an amount equal to the excess (if any) of the
contract value (unreduced by the amount of any surrender charge)
immediately before the distribution over the contract owner's
investment in the Contract at that time. The tax treatment of market
value adjustments is uncertain. You should consult a tax adviser if
you are considering taking a withdrawal from your Contract in
circumstances where a market value adjustment would apply.
In the case of a surrender under a non-qualified Contract, the amount
received generally will be taxable only to the extent it exceeds the
contract owner's investment in the Contract.

PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution
from a non-qualified Contract, there may be imposed a federal tax
penalty equal to 10% of the amount treated as income. In general,
however, there is no penalty on distributions:

o made on or after the taxpayer reaches age 59 1/2;

o made on or after the death of a contract owner;

o attributable to the taxpayer's becoming disabled; or

o made as part of a series of substantially equal periodic
payments for the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and
special rules may be applicable in connection with the exceptions
enumerated above. A tax adviser should be consulted with regard to
exceptions from the penalty tax.

ANNUITY PAYMENTS. Although tax consequences may vary depending on
the payment option elected under an annuity contract, a portion of
each annuity payment is generally not taxed and the remainder is
taxed as ordinary income. The non-taxable portion of an annuity
payment is generally determined in a manner that is designed to allow
you to recover your investment in the Contract ratably on a tax-free
basis over the expected stream of annuity payments, as determined
when annuity payments start. Once your investment in the Contract
has been fully recovered, however, the full amount of each annuity
payment is subject to tax as ordinary income.

TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed
from a Contract because of your death or the death of the annuitant.
Generally, such amounts are includible in the income of recipient as
follows: (i) if distributed in a lump sum, they are taxed in the
same manner as a surrender of the Contract, or (ii) if distributed
under a payment option, they are taxed in the same way as annuity
payments.

TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT.
A transfer or assignment of ownership of a Contract, the designation
of an annuitant, the selection of certain dates for commencement of
the annuity phase, or the exchange of a Contract may result in
certain tax consequences to you that are

not discussed herein. A
contract owner contemplating any such transfer, assignment or
exchange, should consult a tax advisor as to the tax consequences.

WITHHOLDING. Annuity distributions are generally subject to
withholding for the recipient's federal income tax liability.
Recipients can generally elect, however, not to have tax withheld
from distributions.

MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts
that are issued by us (or our affiliates) to the same contract owner
during any calendar year are treated as one non-qualified deferred
annuity contract for purposes of determining the amount includible in
such contract owner's income when a taxable distribution occurs.

TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified
plans. The tax rules applicable to participants in these qualified
plans vary according to the type of plan and the terms and
contributions of the plan itself. Special favorable tax treatment
may be available for certain types of contributions and
distributions. Adverse tax consequences may result from:
contributions in excess of specified limits; distributions before age
59 1/2 (subject to certain exceptions); distributions that do not
conform to specified commencement and minimum distribution rules; and
in other specified circumstances. Therefore, no attempt is made to
provide more than general information about the use of the Contracts
with the various types of qualified retirement plans. Contract
owners, annuitants, and beneficiaries are cautioned that the rights
of any person to any benefits under these qualified retirement plans
may be subject to the terms and conditions of the plans themselves,
regardless of the terms and conditions of the Contract, but we shall
not be bound by the terms and conditions of such plans to the extent
such terms contradict the Contract, unless the Company consents.

DISTRIBUTIONS. Annuity payments are generally taxed in the same
manner as under a non-qualified Contract. When a withdrawal from a
qualified Contract occurs, a pro rata portion of the amount received
is taxable, generally based on the ratio of the contract owner's
investment in the Contract (generally, the premiums or other
consideration paid for the Contract) to the participant's total
accrued benefit balance under the retirement plan. For qualified
Contracts, the investment in the Contract can be zero. For Roth
IRAs, distributions are generally not taxed, except as described
below.

For qualified plans under Section 401(a) and 403(b), the Code
requires that distributions generally must commence no later than the
later of April 1 of the calendar year following the calendar year in
which the contract owner (or plan participant) (i) reaches age 70 1/2
or (ii) retires, and must be made in a specified form or manner. If
the plan participant is a "5 percent owner" (as defined in the Code),
distributions generally must begin no later than April 1 of the
calendar year following the calendar year in which the contract owner
(or plan participant) reaches age 70 1/2. For IRAs described in
Section 408, distributions generally must commence no later than the
later of April 1 of the calendar year following the calendar year in
which the contract owner (or plan participant) reaches age 70 1/2.
Roth IRAs under Section 408A do not require distributions at any time
before the contract owner's death.

WITHHOLDING. Distributions from certain qualified plans generally
are subject to withholding for the contract owner's federal income
tax liability. The withholding rates vary according to the type of
distribution and the contract owner's tax status. The contract owner
may be provided the opportunity to elect not to have tax withheld
from distributions. "Eligible rollover distributions" from section
401(a) plans and section 403(b) tax-sheltered annuities are subject
to a mandatory federal income tax withholding of 20%. An eligible
rollover distribution is the taxable portion of any distribution from
such a plan, except certain distributions that are required by the
Code or distributions in a specified annuity form. The 20%
withholding does not apply, however, if the contract owner chooses a
"direct rollover" from the plan to another tax-qualified plan or IRA.

Brief descriptions of the various types of qualified retirement plans
in connection with a Contract follow. We will endorse the Contract
as necessary to conform it to the requirements of such plan.

REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under a
non-qualified Contract which do not satisfy the requirements
of Section 72(s) of the Code.

If any owner of a non-qualified contract dies before the annuity
start date, the payable to the beneficiary will be distributed as
follows: (a) the death benefit must be completely distributed within
5 years of the contract owner's date of death; or (b) the
beneficiary may elect, within the 1-year period after the contract
owner's date of death, to receive the death benefit in the form of an
annuity from us, provided that (i) such annuity is distributed in
substantially equal installments over the life of such beneficiary or
over a period not extending beyond the life expectancy of such
beneficiary; and (ii) such distributions begin not later than 1 year
after the contract owner's date of death.

Notwithstanding (a) and (b) above, if the sole contract owner's
beneficiary is the deceased owner's surviving spouse, then such
spouse may elect to continue the Contract under the same terms as
before the contract owner's death. Upon receipt of such election
from the spouse at our Customer Service Center: (1) all rights of
the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2) the spouse will become
the owner of the Contract and will also be treated as the contingent
annuitant, if none has been named and only if the deceased owner was
the annuitant; and (3) all rights and privileges granted by the
Contract or allowed by Golden American will belong to the spouse as
contract owner of the Contract. This election will be deemed to have
been made by the spouse if such spouse makes a premium payment to the
Contract or fails to make a timely election as described in this
paragraph. If the owner's beneficiary is a nonspouse, the
distribution provisions described in subparagraphs (a) and (b) above,
will apply even if the annuitant and/or contingent annuitant are
alive at the time of the contract owner's death.

If we do not receive an election from a nonspouse owner's beneficiary
within the 1-year period after the contract owner's date of death,
then we will pay the death benefit to the owner's beneficiary in a
cash payment within five years from date of death. We will determine
the death benefit as of the date we receive proof of death. We will
make payment of the proceeds on or before the end of the 5-year
period starting on the owner's date of death. Such cash payment will
be in full settlement of all our liability under the Contract.

If the contract owner dies after the annuity start date, we will
continue to distribute any benefit payable at least as rapidly as
under the annuity option then in effect. All of the contract owner's
rights granted under the Contract or allowed by us will pass to the
contract owner's beneficiary.

If the Contract has joint owners we will consider the date of death
of the first joint owner as the death of the contract owner and the
surviving joint owner will become the contract owner of the Contract.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish
various types of retirement plans for employees, and permits self-
employed individuals to establish these plans for themselves and
their employees. These retirement plans may permit the purchase of
the Contracts to accumulate retirement savings under the plans.
Adverse tax or other legal consequences to the plan, to the
participant, or to both may result if this Contract is assigned or
transferred to any individual as a means to provide benefit payments,
unless the plan complies with all legal requirements applicable to
such benefits before transfer of the Contract. Employers intending
to use the Contract with such plans should seek competent advice.

INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to
an individual retirement program known as an "Individual Retirement
Annuity" or "IRA." These IRAs are subject to limits on the amount
that can be contributed, the deductible amount of the contribution,
the persons who may be eligible, and the time when distributions
commence. Also, distributions from certain other types of qualified
retirement plans may be "rolled over" or transferred on a tax-
deferred basis into an IRA. There are significant restrictions on
rollover or transfer contributions from Savings Incentive Match Plans
(SIMPLE), under which certain employers may provide contributions to
IRAs on behalf of their employees, subject to special restrictions.
Employers may

establish Simplified Employee Pension (SEP) Plans to
provide IRA contributions on behalf of their employees. Sales of the
Contract for use with IRAs may be subject to special requirements of
the IRS.

ROTH IRAS
Section 408A of the Code permits certain eligible individuals to
contribute to a Roth IRA. Contributions to a Roth IRA, which are
subject to certain limitations, are not deductible, and must be made
in cash or as a rollover or transfer from another Roth IRA or other
IRA. A rollover from or conversion of an IRA to a Roth IRA may be
subject to tax, and other special rules may apply. Distributions
from a Roth IRA generally are not taxed, except that, once aggregate
distributions exceed contributions to the Roth IRA, income tax and a
10% penalty tax may apply to distributions made (1) before age 59 1/2
(subject to certain exceptions) or (2) during the five taxable years
starting with the year in which the first contribution is made to any
Roth IRA.

TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section
501(c)(3) organizations and public schools to exclude from their
gross income the premium payments made, within certain limits, on a
Contract that will provide an annuity for the employee's retirement.
These premium payments may be subject to FICA (social security) tax.
Distributions of (1) salary reduction contributions made in years
beginning after December 31, 1988; (2) earnings on those
contributions; and (3) earnings on amounts held as of the last year
beginning before January 1, 1989, are not allowed prior to age 59
1/2, separation from service, death or disability. Salary reduction
contributions may also be distributed upon hardship, but would
generally be subject to penalties.

OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax
consequences under the Contracts are not exhaustive, and special
rules are provided with respect to other tax situations not discussed
in this prospectus. Further, the federal income tax consequences
discussed herein reflect our understanding of current law, and the
law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of
distributions under a Contract depend on the individual circumstances
of each contract owner or recipient of the distribution. A competent
tax adviser should be consulted for further information.

POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is
always the possibility that the tax treatment of the Contracts could
change by legislation or other means. It is also possible that any
change could be retroactive (that is, effective before the date of
the change). A tax adviser should be consulted with respect to
legislative developments and their effect on the Contract.

[Shaded Section Header]
- --------------------------------------------------------------------------
MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------

SELECTED FINANCIAL DATA

The following selected financial data prepared in accordance with
generally accepted accounting principles ("GAAP") for Golden
American should be read in conjunction with the financial
statements and notes thereto included in this prospectus.

On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of
Equitable of Iowa Companies ("Equitable of Iowa"), according to a
merger agreement among Equitable of Iowa, PFHI, and ING Groep N.V.
(the "ING acquisition"). On August 13, 1996, Equitable of Iowa
acquired all of the outstanding capital stock of BT Variable,
Inc., then the parent of Golden American (the "Equitable
acquisition"). For financial statement purposes, the ING
acquisition was accounted for as a purchase effective October 25,
1997 and the Equitable acquisition was accounted for as a purchase
effective August 14, 1996. As a result, the financial data
presented below for periods after October 24, 1997, are presented
on the Post-Merger new basis of accounting, for the period August
14, 1996 through October 24, 1997, are presented on the Post-
Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

<TABLE>

SELECTED GAAP BASIS FINANCIAL DATA
(IN THOUSANDS)
Post-Merger | Post-Acquisition
--------------------------------------------|---------------------------------
For the Period For For the Period | For the Period For the Period
January 1, 1999 the Year October 25, | January 1, August 14, 1996
through Ended 1997 through | 1997 through 1996 through
September 30, December 31, December 31, | October 24, December 31,
1999 1998 1997 | 1997 1996
------------ ------------ -------------- | -------------- ---------------
<S> <C> <C> <C> | <C> <C>
Annuity and Interest |
Sensitive Life |
Product Charges....... $ 55,195 $ 39,119 $ 3,834 | $18,288 $ 8,768
Net Income before |
Federal Income Tax.... $ 7,269 $ 10,353 $ (279) | $ (608) $ 570
Net Income (Loss)....... $ 3,551 $ 5,074 $ (425) | $ 729 $ 350
Total Assets............ $7,312,027 $4,752,533 $2,446,395 | N/A $1,677,899
Total Liabilities....... $6,858,151 $4,398,639 $2,219,082 | N/A $1,537,415
Total Stockholder's |
Equity................ $ 453,876 $ 353,894 $ 227,313 | N/A $ 140,484

</TABLE>

<TABLE>

Pre-Acquisition
---------------------------------------
For the Period
January 1, For the Years
1996 through Ended December 31,
August 13, ----------------------
1996 1995 1994
-------------- ---------- ----------
<S> <C> <C> <C>
Annuity and Interest
Sensitive Life
Product Charges....... $12,259 $ 18,388 $ 17,519
Net Income before
Federal Income Tax.... $ 1,736 $ 3,364 $ 2,222
Net Income (Loss)....... $ 3,199 $ 3,364 $ 2,222
Total Assets............ N/A $1,203,057 $1,044,760
Total Liabilities....... N/A $1,104,932 $ 955,254
Total Stockholder's
Equity................ N/A $ 98,125 $ 89,506

</TABLE>

BUSINESS ENVIRONMENT

The current business and regulatory environment remains
challenging for the insurance industry. The variable annuity
competitive environment is intense and is dominated by a number of
large variable product companies with strong distribution, name
recognition and wholesaling capabilities. Increasing competition
from traditional insurance carriers as well as banks and mutual
fund companies offer consumers many choices. However, overall
demand for variable products remains strong for several reasons
including: strong stock market performance over the last five
years; relatively low interest rates; an aging U. S. population
that is increasingly concerned about retirement and estate
planning, as well as maintaining their standard of living in
retirement; and potential reductions in government and employer-
provided benefits at retirement as well as lower public confidence
in the adequacy of those benefits.

In October of 1997, Golden American introduced three new variable
annuity products (GoldenSelect Access, GoldenSelect ES II and
GoldenSelect Premium Plus) which have contributed significantly to
sales.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

The purpose of this section is to discuss and analyze Golden
American Life Insurance Company's ("Golden American") consolidated
results of operations. In addition, some analysis and information
regarding financial condition and liquidity and capital resources
has also been provided. This analysis should be read jointly with
the consolidated financial statements, related notes and the
Cautionary Statement Regarding Forward-Looking Statements, which
appear elsewhere in the financial report. Golden American reports
financial results on a consolidated basis. The consolidated financial
statements include the accounts of Golden American and its subsidiary,
First Golden American Life Insurance Company of New York
("First Golden," and collectively with Golden American, the "Companies").

RESULTS OF OPERATIONS

MERGER. On October 23, 1997, Equitable of Iowa Companies'
("Equitable") shareholders approved an Agreement and Plan of
Merger ("Merger Agreement") dated July 7, 1997 among Equitable,
PFHI Holdings, Inc. ("PFHI") and ING Groep N.V. ("ING"). On
October 24, 1997, PFHI, a Delaware corporation, acquired all of
the outstanding capital stock of Equitable according to the Merger
Agreement. PFHI is a wholly owned subsidiary of ING, a global
financial services holding company based in The Netherlands.
Equitable, an Iowa corporation, in turn owned all the outstanding
capital stock of Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American and their wholly owned
subsidiaries. In addition, Equitable owned all the outstanding
capital stock of Locust Street Securities, Inc., Equitable
Investment Services, Inc. (subsequently dissolved), Directed
Services, Inc. ("DSI"), Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds
Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock and assumed approximately $400 million
in debt. As a result of this transaction, Equitable of Iowa
Companies was merged into PFHI, which was simultaneously renamed
Equitable of Iowa Companies, Inc. ("EIC" or "Parent"), a Delaware
corporation.

For financial statement purposes, the change in control of the
Companies through the ING merger was accounted for as a purchase
effective October 25, 1997. This merger resulted in a new basis of
accounting reflecting estimated fair values of assets and
liabilities at the merger date. As a result, the Companies'
financial statements for periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with
$227.6 million allocated to the Companies. Goodwill of $1.4
billion was established for the excess of the merger cost over the
fair value of the assets and liabilities of EIC with $151.1
million attributed to the Companies. Goodwill resulting

from the merger is being amortized over 40 years on a straight-line
basis. The carrying value will be reviewed periodically for any
indication of impairment in value.

CHANGE IN CONTROL--ACQUISITION. On August 13, 1996, Equitable
acquired all of the outstanding capital stock of BT Variable, Inc.
("BT Variable") and its wholly owned subsidiaries, Golden American
and DSI. After the acquisition, the BT Variable, Inc. name was
changed to EIC Variable, Inc. On April 30, 1997, EIC Variable,
Inc. was liquidated and its investments in Golden American and DSI
were transferred to Equitable, while the remainder of its net
assets were contributed to Golden American. On December 30, 1997,
EIC Variable, Inc. was dissolved.

For financial statement purposes, the change in control of Golden
American through the acquisition of BT Variable was accounted for
as a purchase effective August 14, 1996. This acquisition resulted
in a new basis of accounting reflecting estimated fair values of
assets and liabilities at the acquisition date. As a result, the
Companies' financial statements for the period August 14, 1996
through October 24, 1997 are presented on the Post-Acquisition
basis of accounting and for August 13, 1996 and prior periods are
presented on the Pre-Acquisition basis of accounting.

The purchase price was allocated to the three companies purchased
- - BT Variable, DSI, and Golden American. The allocation of the
purchase price to Golden American was approximately $139.9
million. Goodwill of $41.1 million was established for the excess
of the acquisition cost over the fair value of the assets and
liabilities and attributed to Golden American. At June 30, 1997,
goodwill was increased by $1.8 million due to the adjustment of
the value of a receivable existing at the acquisition date. Before
the ING merger, goodwill resulting from the acquisition was being
amortized over 25 years on a straight-line basis.

<TABLE>

THE FIRST NINE MONTHS OF 1999 COMPARED TO THE SAME PERIOD OF 1998

PREMIUMS.
PERCENTAGE DOLLAR
NINE MONTHS ENDED SEPTEMBER 30 1999 CHANGE CHANGE 1998
---- ---------- ------ ----
(Dollars in millions)
<S> <C> <C> <C> <C>
Variable annuity premiums:
Separate account................ $1,783.5 64.9% $702.1 $1,081.4
Fixed account................... 539.4 55.6 192.8 346.6
-------- ---- ------ --------
Total variable annuity premiums... 2,322.9 62.7 894.9 1,428.0
Variable life premiums............ 7.0 (38.9) (4.4) 11.4
-------- ---- ------ --------
Total premiums.................... $2,329.9 61.9% $890.5 $1,439.4
======== ==== ====== ========
</TABLE>

For the Companies' variable contracts, premiums collected are not reported as
revenues, but as deposits to insurance liabilities. Revenues for these
products are recognized over time in the form of investment income and
product charges.

Variable annuity separate account premiums increased 64.9% during the
first nine months of 1999. The fixed account portion of the Companies'
variable annuity premiums increased 55.6% during the first nine months
of 1999. These increases resulted from increased sales of the Premium
Plus variable annuity product.

Premiums, net of reinsurance, for variable products from two
significant broker/dealers each having at least ten percent of total
sales for the nine months ended September 30, 1999 totaled $664.2
million, or 29% of total premiums ($142.6 million, or 10%, from the
one significant broker/dealer for the nine months ended September 30,
1998).

<TABLE>
REVENUES.
PERCENTAGE DOLLAR
NINE MONTHS ENDED SEPTEMBER 30 1999 CHANGE CHANGE 1998
---- ---------- ------ ----
(Dollars in millions)
<S> <C> <C> <C> <C>
Annuity and interest sensitive
life product charges............ $ 55.2 104.5% $ 28.2 $ 27.0
Management fee revenue............ 6.8 107.4 3.5 3.3
Net investment income............. 42.7 45.7 13.4 29.3
Realized gains(losses) on
investments..................... (2.2) (607.5) (2.6) 0.4
Other income...................... 7.4 55.0 2.6 4.8
------- ------ ------ ------
$ 109.9 69.6% $ 45.1 $ 64.8
======= ====== ====== ======
</TABLE>

Total revenues increased 69.6% in the first nine months of 1999 from
the same period in 1998. Annuity and interest sensitive life product
charges increased 104.5% in the first nine months of 1999 due to
additional fees earned from the increasing block of business
in the separate accounts.

Golden American provides certain managerial and supervisory services
to DSI. The fee paid to Golden American
for these services, which is calculated as a percentage of average
assets in the variable separate accounts, was $6.8 million and $3.3
million for the first nine months of 1999 and 1998, respectively.

Net investment income increased 45.7% in the first nine months of 1999
due to growth in invested assets from September 30, 1998. The
Companies had $2.2 million of realized losses resulting from the
writedown of two fixed maturities in the second quarter of 1999 and
from the sale of investments in the first nine months of 1999,
compared to gains of $0.4 million in the same period of 1998. Other
income increased $2.6 million to $7.4 million in the first nine months
of 1999 due primarily to income received due to a modified coinsurance
agreement with an unaffiliated reinsurer, which was offset by a
reduction in the Companies' deferred policy acquisition costs.

EXPENSES. Total insurance benefits and expenses increased $44.5
million, or 84.6%, to $97.0 million in the first nine months of 1999.
Interest credited to account balances increased $61.3 million, or
95.6%, to $125.4 million in the first nine months of 1999. The extra
credit bonus on the Premium Plus variable annuity product increased
$49.9 million to $85.7 million at September 30, 1999 resulting in an
increase in interest credited during the first nine months of 1999
compared to the same period in 1998. The bonus interest on the fixed
account increased $2.6 million to $7.6 million at September 30, 1999
resulting in an increase in interest credited during the first nine
months of 1999 compared to the same period in 1998. The remaining
increase in interest credited relates to higher account balances
associated with the Companies' fixed account option within the
variable products.

Commissions increased $49.6 million, or 58.4%, to $134.6 million in
the first nine months of 1999. Insurance taxes, state licenses, and
fees increased $0.9 million, or 32.3%, to $3.5 million in the first
nine months of 1999. Changes in commissions and insurance taxes, state
licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state
licenses, and fees are impacted by several other factors, which
include an increase in FICA taxes primarily due to bonuses and
expenses for the triennial insurance department examination of Golden
American. Most costs incurred as the result of sales have been deferred,
thus having very little impact on current earnings.

General expenses increased $24.1 million, or 102.5%, to $47.6 million
in the first nine months of 1999. Management expects general expenses
to continue to increase in 1999 as a result of the emphasis on
expanding the salaried wholesaler distribution network and the growth
in sales. The Companies use a network of wholesalers to distribute
products and the salaries and sales bonuses of these wholesalers are
included in

general expenses. The portion of these salaries and
related expenses that varies directly with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from DSI and Equitable Life, an affiliate, for certain advisory,
computer, and other resources and services provided by Golden
American.

The Companies' previous balances of deferred policy acquisition costs
("DPAC"), value of purchased insurance in force ("VPIF"), and unearned
revenue reserve were eliminated and an asset of $44.3 million
representing VPIF was established for all policies in force at the
merger date. During the first nine months of 1999, VPIF was adjusted
to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits. During
the first nine months of 1998, VPIF decreased $2.7 million to adjust
the value of other receivables and increased $0.2 million as a result
of an adjustment to the merger costs. Amortization of DPAC increased
$15.7 million, or 390.7%, in the first nine months of 1999. This
increase resulted from growth in policy acquisition costs deferred
from $133.6 million at September 30, 1998 to $244.8 million at
September 30, 1999, which was generated by expenses associated with
the large sales volume experienced since September 30, 1998. Based on
current conditions and assumptions as to the impact of future events
on acquired policies in force, the expected approximate net
amortization relating to VPIF as of September 30, 1999 is $1.1 million
for the remainder of 1999, $4.3 million in 2000, $4.0 million in 2001,
$3.6 million in 2002, $3.2 million in 2003, and $2.4 million in 2004.
Actual amortization may vary based upon changes in assumptions and
experience.

Amortization of goodwill during the first nine months of 1999 totaled
$2.8 million, unchanged from the first nine months of 1998. Goodwill
resulting from the merger is being amortized on a straight-line basis
over 40 years.

Interest expense on the $25 million surplus note issued in December
1996 and expiring December 2026 was $1.5 million in the first nine
months of 1999, unchanged from the same period of 1998. Interest
expense on the $60 million surplus note issued in December 1998 and
expiring December 2028 was $3.3 million in the first nine months of
1999. Golden American also paid $0.7 million in the first nine months
of 1999 compared to $1.3 million in the same period of 1998 to ING
America Insurance Holdings, Inc. ("ING AIH") for interest on the
reciprocal loan agreement. Interest expense on the revolving note
payable with SunTrust Bank, Atlanta was $0.1 million for the first
nine months of 1999. In addition, Golden American paid interest of
$0.2 million during the first quarter of 1998 on the line of
credit with Equitable, which was repaid with a capital contribution
from the Parent and with funds borrowed from ING AIH.

INCOME. Net income for the first nine months of 1999 was $3.6
million, a decrease of $1.3 million from net income of $4.9 million in
the same period of 1998.

Comprehensive loss for the first nine months of 1999 was $18,000, a
decrease of $5.5 million from comprehensive income of $5.5 million in
the same period of 1998.

1998 COMPARED TO 1997

The following analysis combines Post-Merger and Post-Acquisition
activity for 1997.

PREMIUMS.

</TABLE>

Variable annuity separate account premiums increased 419.7% in 1998
primarily due to increased sales of the Premium Plus product
introduced in October of 1997 and the increased sales levels of the
Companies' other products. The fixed account portion of the Companies'
variable annuity premiums increased 85.1% in 1998. Variable life
premiums decreased 11.4% in 1998. Total premiums increased 238.7% in
1998.

During 1998, the Companies' sales were further diversified among
broker/dealers. Premiums, net of reinsurance, for variable products
from two significant broker/dealers having at least ten percent of
total sales for the year ended December 31, 1998 totaled $580.7
million, or 27% of premiums ($328.2 million, or 53% from two
significant broker/dealers for the year ended December 31, 1997).

REVENUES.

</TABLE>

Total revenues increased 72.3%, or $38.0 million, to $90.5 million in
1998. Annuity and interest sensitive life product charges increased
76.8%, or $17.0 million, to $39.1 million in 1998 due to additional
fees earned from the increasing block of business under management in
the separate accounts and an increase in surrender charge revenues.
This increase was partially offset by the elimination of the unearned
revenue reserve related to in force acquired business at the merger
date, which resulted in lower annuity and interest sensitive life
product charges compared to Post-Acquisition levels.

Golden American provides certain managerial and supervisory services
to DSI. The fee paid to Golden American for these services, which is
calculated as a percentage of average assets in the variable separate
accounts, was $4.8 million for 1998 and $2.8 million for 1997.

Net investment income increased 58.6%, or $15.7 million, to $42.5
million in 1998 from $26.8 million in 1997 due to growth in invested
assets. During 1998, the Company had net realized losses on
investments of $1.5 million, which included a $1.0 million write down
of two impaired bonds, compared to gains of $0.1 million in 1997.
Other income increased $4.9 million to $5.6 million in 1998 due
primarily to income received under a modified coinsurance agreement
with an unaffiliated reinsurer as a result of increased sales.

EXPENSES.

<TABLE>
POST-MERGER COMBINED POST-MERGER | POST-ACQUISITION
For the Period | For the Period
For the Year For the Year October 25, 1997 | January 1, 1997
ended ended through | through
December 31, 1998 December 31, 1997 December 31, 1997 | October 24, 1997
----------------- ----------------- ----------------- | ----------------
(Dollars in millions) |
<S> <C> <C> <C> | <C>
Insurance benefits |
and expenses: |
Annuity and interest |
sensitive life |
benefits: |
Interest credited to |
account balances.. $94.9 $26.7 $7.4 | $19.3
Benefit claims |
incurred in excess |
of account |
balances.......... 2.1 0.1 -- | 0.1
Underwriting, |
acquisition, and |
insurance expenses: |
Commissions.......... 121.2 36.3 9.4 | 26.9
General Expenses.... 37.6 17.3 3.4 | 13.9
Insurance taxes..... 4.1 2.3 0.5 | 1.8
Policy acquisition |
costs deferred (197.8) (42.7) (13.7) | (29.0)
Amortization: |
Deferred policy |
acquisition |
costs........... 5.1 2.6 0.9 | 1.7
Value of purchased |
insurance in |
force........... 4.7 6.1 0.9 | 5.2
Goodwill............ 3.8 2.0 0.6 | 1.4
------ ----- ----- | -----
$ 75.7 $50.7 $ 9.4 | $41.3
====== ===== ===== | =====

</TABLE>

Total insurance benefits and expenses increased 49.2%, or $25.0
million, in 1998 from $50.7 million in 1997. Interest credited to
account balances increased 255.4%, or $68.2 million, in 1998 from
$26.7 million in 1997. The extra credit bonus on the Premium Plus
product introduced in October of 1997 generated a $51.6 million
increase in interest credited during 1998 compared to 1997. The
remaining increase in interest credited relates to higher account
balances associated with the Companies' fixed account option within
its variable products.

Commissions increased 234.2%, or $84.9 million, in 1998 from $36.3
million in 1997. Insurance taxes increased 77.0%, or $1.8 million, in
1998 from $2.3 million in 1997. Changes in commissions and insurance
taxes are generally related to changes in the level of variable
product sales. Insurance taxes are impacted by several other factors,
which include an increase in FICA taxes primarily due to bonuses. Most
costs incurred as the result of new sales including the extra credit
bonus were deferred, thus having very little impact on current
earnings.

General expenses increased 117.7%, or $20.3 million, in 1998 from
$17.3 million in 1997. Management expects general expenses to continue
to increase in 1999 as a result of the emphasis on expanding the
salaried wholesaler distribution network. The Companies use a network
of wholesalers to distribute products and the salaries of these
wholesalers are included in general expenses. The portion of these
salaries and related expenses that varies with production levels is
deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received
from Equitable Life, an affiliate, for certain advisory, computer and
other resources and services provided by Golden American.

At the merger date, the Companies' deferred policy acquisition costs
("DPAC"), previous balance of value of purchased insurance in force
("VPIF") and unearned revenue reserve were eliminated and a new asset
of $44.3 million representing VPIF was established for all policies in
force at the merger date. During 1998, VPIF was adjusted to reduce
amortization by $0.2 million to reflect changes in the assumptions
related to the timing of future gross profits. VPIF decreased $2.6
million in the second quarter of 1998 to adjust the value of other
receivables recorded at the time of merger and increased $0.2 million
in the first quarter of 1998 as the result of an adjustment to the
merger costs. The amortization of VPIF and DPAC increased $1.1
million, or 13.0%, in 1998. During the second quarter of 1997, VPIF
was adjusted by $2.3 million to reflect narrower spreads than the
gross profit model assumed.

Amortization of goodwill for the year ended December 31, 1998 totaled
$3.8 million compared to $2.0 million for the year ended December 31,
1997.

Interest expense on the $25 million surplus note issued December 1996
and expiring December 2026 was $2.1 million for the year ended
December 31, 1998, unchanged from the same period of 1997. In
addition, Golden American incurred interest expense of $0.2 million in
1998 compared to $0.5 million in 1997 on the line of credit with
Equitable which was repaid with a capital contribution. Golden
American also paid $1.8 million in 1998 to ING America Insurance
Holdings, Inc. ("ING AIH") for interest on the reciprocal loan
agreement. Interest expense on the revolving note payable with
SunTrust Bank, Atlanta was $0.3 million for the year ended December
31, 1998.

INCOME. Net income for 1998 was $5.1 million, an increase of $4.8
million from $0.3 million in 1997.

Comprehensive income for 1998 was $3.9 million, an increase of $1.8
million from $2.1 million in 1997.

1997 COMPARED TO 1996

The following analysis combines Post-Merger and Post-Acquisition
activity for 1997 and Post-Acquisition and Pre-Acquisition activity
for 1996 for comparison purposes. Such a comparison does not
recognize the impact of the purchase accounting and goodwill
amortization except for the periods after August 13, 1996.

PREMIUMS.

<TABLE>

</TABLE>

<TABLE>

</TABLE>

Variable annuity separate account and variable life premiums increased
59.6% and 10.1%, respectively in 1997. During 1997, stock market
returns, a relatively low interest rate environment and flat yield
curve have made returns provided by variable annuities and mutual funds
more attractive than fixed rate products such as certificates of
deposits and fixed annuities. The fixed account portion of the
Companies' variable annuity premiums increased 29.7% in 1997 due to
the Companies' marketing emphasis on fixed rates during the second
and third quarters. Premiums, net of reinsurance, for variable
products from two significant broker/dealers having at least ten
percent of total sales for the year ended December 31, 1997, totaled
$328.2 million, or 53% of premiums ($298.0 million or 67% from two
significant broker/dealers for the year ended December 31, 1996).

REVENUES.

<TABLE>

<TABLE>
POST-ACQUISITION | COMBINED | PRE-ACQUISITION
-------------------|-------------------|-----------------
For the Period | | For the Period
August 14, 1996 | For the Year | January 1, 1996
through | ended | through
December 31, 1996 | December 31, 1996 | August 13, 1996
-------------------|-------------------|-----------------
(Dollars in millions)
<S> <C> | <C> | <C>
Annuity and interest sensitive | |
life product charges......... $ 8.8 | $21.0 | $12.2
Management fee revenue......... 0.9 | 2.3 | 1.4
Net investment income.......... 5.8 | 10.8 | 5.0
Realized gains (losses) on | |
investments.................. -- | (0.4) | (0.4)
Other income................... 0.5 | 0.6 | 0.1
----- | ----- | -----
$16.0 | $34.3 | $18.3
===== | ===== | =====

</TABLE>

Total revenues increased 53.3%, or $18.2 million, to $52.5 million in
1997. Annuity and interest sensitive life product charges increased
5.2%, or $1.1 million in 1997 due to additional fees earned from the
increasing block of business under management in the Separate Accounts
and an increase in the collection of surrender charges.

Golden American provides certain managerial and supervisory services
to DSI. This fee, calculated as a percentage of average assets in the
variable separate accounts, was $2.8 million for 1997 and $2.3 million
for 1996.

Net investment income increased 148.3%, or $16.0 million, to $26.8
million in 1997 from $10.8 million in 1996 due to growth in invested
assets. During 1997, the Company had net realized gains on the
disposal of investments, which were the result of voluntary sales, of
$0.1 million compared to net realized losses of $0.4 million in 1996.

EXPENSES.

<TABLE>

POST-MERGER | COMBINED | POST-ACQUISITION
-------------------|-------------------|-----------------
For the Period | | For the Period
October 25, 1997 | For the Year | January 1, 1997
through | ended | through
December 31, 1997 | December 31, 1997 | October 24, 1997
-------------------|-------------------|-----------------
(Dollars in millions)
<S> <C> | <C> | <C>
Insurance benefits and | |
expenses: | |
Annuity and interest | |
sensitive life benefits: | |
Interest credited to account | |
balances................... $ 7.4 | $ 26.7 | $ 19.3
Benefit claims incurred in | |
excess of account balances. -- | 0.1 | 0.1
Underwriting, acquisition, and | |
insurance expenses: | |
Commissions.................. 9.4 | 36.3 | 26.9
General expenses............. 3.4 | 17.3 | 13.9
Insurance taxes.............. 0.5 | 2.3 | 1.8
Policy acquisition costs | |
deferred................... (13.7) | (42.7) | (29.0)
Amortization: | |
Deferred policy acquisition | |
costs...................... 0.9 | 2.6 | 1.7
Present value of in force | |
acquired................... 0.9 | 6.1 | 5.2
Goodwill..................... 0.6 | 2.0 | 1.4
------ | ------ | ------
$ 9.4 | $ 50.7 | $ 41.3
====== | ====== | ======

</TABLE>

<TABLE>

POST-ACQUISITION | COMBINED | PRE-ACQUISITION
-------------------|-------------------|-----------------
For the Period | | For the Period
August 14, 1996 | For the Year | January 1, 1996
through | ended | through
December 31, 1996 | December 31, 1996 | August 13, 1996
-------------------|-------------------|-----------------
(Dollars in millions)
<S> <C> | <C> | <C>
Insurance benefits and | |
expenses: | |
Annuity and interest sensitive | |
life benefits: | |
Interest credited to account | |
balances.................. $ 5.7 | $ 10.1 | $ 4.4
Benefit claims incurred in | |
excess of account | |
balances.................. 1.3 | 2.2 | 0.9
Underwriting, acquisition, and | |
insurance expenses: | |
Commissions................. 9.9 | 26.5 | 16.6
General expenses............ 5.9 | 15.3 | 9.4
Insurance taxes............. 0.7 | 1.9 | 1.2
Policy acquisition costs | |
deferred.................. (11.7) | (31.0) | (19.3)
Amortization: | |
Deferred policy acquisition | |
costs..................... 0.2 | 2.6 | 2.4
Present value of in force | |
acquired.................. 2.7 | 3.7 | 1.0
Goodwill.................... 0.6 | 0.6 | --
------ | ------ | ------
$ 15.3 | $ 31.9 | $ 16.6
====== | ====== | ======

</TABLE>

Total insurance benefits and expenses increased 59.3%, or $18.8
million, in 1997 from $31.9 million in 1996. Interest credited to
account balances increased 164.4%, or $16.6 million, in 1997 as a
result of higher account balances associated with the Company's fixed
account option within its variable products.

Commissions increased 37.3%, or $9.8 million, in 1997 from $26.5
million in 1996. Insurance taxes increased 23.3%, or $0.4 million, in
1997 from $1.9 million in 1996. Increases and decreases in
commissions and insurance taxes are generally related to changes in
the level of variable product sales.

Insurance taxes are also impacted by several other factors which include
an increase in FICA taxes primarily due to bonuses and an increase in
state licenses and fees. Most costs incurred as the result of new sales
have been deferred, thus having very little impact on earnings.

General expenses increased 12.6%, or $2.0 million, in 1997 from $15.3
million in 1996 due in part to certain expenses associated with the
merger occurring on October 24, 1997. In addition, the Company uses a
network of wholesalers to distribute its products and the salaries of
these wholesalers are included in general expenses. The portion of
these salaries and related expenses which vary with sales production
levels are deferred, thus having little impact on earnings. This
increase in general expenses was partially offset by reimbursements
received from Equitable Life, an affiliate, for certain advisory,
computer and other resources and services provided by Golden American.

During the second quarter of 1997, present value of in force acquired
("PVIF") was unlocked by $2.3 million to reflect narrower current
spreads than the gross profit model assumed. The Company's deferred
policy acquisition costs ("DPAC"), previous balance of PVIF and
unearned revenue reserve, as of the merger date, were eliminated and
an asset of $44.3 million representing PVIF was established for all
policies in force at the merger date. The amortization of PVIF and
DPAC increased $2.4 million, or 37.1%, in 1997.

Amortization of goodwill for the year ended December 31, 1997 totaled
$2.0 million compared to $0.6 million for the year ended December 31,
1996.

Interest expense on the $25 million surplus note issued December 1996
was $2.0 million for the year ended December 31, 1997. Interest on
any line of credit borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%. During
1997, the Company paid $0.6 million to Equitable for interest on the
line of credit.

INCOME. Net income on a combined basis for 1997 was $0.3 million, a
decrease of $3.2 million, or 91.4%, from 1996.

FINANCIAL CONDITION

RATINGS. During 1998, the Companies' ratings were upgraded by
Standard & Poor's Rating Services ("Standard & Poor's") from AA to
AA+. During the first quarter of 1999, the Companies' ratings were
upgraded by Duff & Phelps Credit Rating Company from AA+ to AAA.

INVESTMENTS. The financial statement carrying value and amortized
cost basis of the Companies' total investment portfolio grew 8.7% and
10.5%, respectively, during the first nine months of 1999. All of the
Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies' financial statements. As such,
growth in the carrying value of the Companies' investment portfolio
included changes in unrealized appreciation and depreciation of fixed
maturities as well as growth in the cost basis of these securities.
Growth in the cost basis of the Companies' investment portfolio
resulted from the investment of premiums from the sale of the
Companies' fixed account options. The Companies manage the growth of
insurance operations in order to maintain adequate capital ratios. To
support the fixed account options of the Companies' variable insurance
products, cash flow was invested primarily in fixed maturities and
short-term investments.

At September 30, 1999 and December 31, 1998, the Companies had no
investments in default. At September 30, 1999 and December 31, 1998,
the Companies' investment portfolio had a yield of 6.6% and 6.4%,
respectively.

The Companies estimate the total investment portfolio, excluding
policy loans, had a fair value approximately equal to 98.0%
of amortized cost value at September 30, 1999 (100.2% at December
31, 1998).

Fixed Maturities: At September 30, 1999, the Companies had fixed
maturities with an amortized cost of $815.0 million and an estimated
fair value of $798.7 million. At December 31, 1998, the Companies had
fixed maturities with an amortized cost of $739.8 million and an
estimated fair value of $742.0 million.

The Companies classify 100% of securities as available for sale. At
September 30, 1999, net unrealized depreciation on fixed maturities of
$16.3 million was comprised of gross appreciation of $0.8 million and
gross depreciation of $17.1 million. Net unrealized holding losses on
these securities, net of adjustments to VPIF, DPAC, and deferred
income taxes of $4.0 million, was included in stockholder's equity at
September 30, 1999. At December 31, 1998 net unrealized appreciation
of fixed maturities of $2.2 million was comprised of gross
appreciation of $6.7 million and gross depreciation of $4.5 million.
Net unrealized holding gains on these securities, net of adjustments
to VPIF, DPAC, and deferred income taxes of $1.0 million was included
in stockholder's equity at December 31, 1998.

The individual securities in the Companies' fixed maturities portfolio
(at amortized cost) include investment grade securities, which include
securities issued by the U.S. government, its agencies, and
corporations, that are rated at least A- by Standard & Poor's ($528.0
million or 64.8% at September 30, 1999 and $477.4 million or 64.5% at
December 31, 1998), that are rated BBB+ to BBB- by Standard & Poor's
($138.0 million or 16.9% at September 30, 1999 and $124.0 million or
16.8% at December 31, 1998), and below investment grade securities
which are securities, issued by corporations that are rated BB+ to CCC-
by Standard & Poor's ($72.3 million or 8.9% at September 30, 1999 and
$51.6 million or 7.0% at December 31, 1998). Securities not rated by
Standard & Poor's had a National Association of Insurance
Commissioners ("NAIC") rating of 1, 2, 3 or 4 ($76.7 million or 9.4%
at September 30, 1999 and $86.8 million or 11.7% at December 31,
1998). The Companies' fixed maturity investment portfolio had a
combined yield at amortized cost of 6.6% at September 30, 1999 and
6.5% at December 31, 1998.

Fixed maturities rated BBB+ to BBB- may have speculative
characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity of the
issuer to make principal and interest payments than is the case with
higher rated fixed maturities.

At September 30, 1999, the amortized cost value of the Companies'
total investment in below investment grade securities, excluding
mortgage-backed securities, was $73.7 million, or 7.4%, of the
Companies' investment portfolio ($52.7 million, or 5.9%, at December
31, 1998). The Companies intend to purchase additional below
investment grade securities but do not expect the percentage of the
portfolio invested in such securities to exceed 10% of the investment
portfolio. At September 30, 1999, the yield at amortized cost on the
Companies' below investment grade portfolio was 7.8% compared to 6.6%
for the Companies' investment grade corporate bond portfolio. At
December 31, 1998, the yield at amortized cost on the Companies' below
investment grade portfolio was 7.9% compared to 6.4% for the
Companies' investment grade corporate bond portfolio. The Companies
estimate the fair value of the below investment grade portfolio was
$70.5 million, or 95.6% of amortized cost value, at September 30, 1999
($51.7 million, or 98.1% of amortized cost value, at December 31,
1998).

Below investment grade securities have different characteristics than
investment grade corporate debt securities. Risk of loss upon default
by the borrower is significantly greater with respect to below
investment grade securities than with other corporate debt securities.
Below investment grade securities are generally unsecured and are
often subordinated to other creditors of the issuer. Also, issuers of
below investment grade securities usually have higher levels of debt
and are more sensitive to adverse economic conditions, such as a
recession or increasing interest rates, than are investment grade
issuers. The Companies attempt to reduce the overall risk in the below
investment grade portfolio, as in all investments, through careful
credit analysis, strict investment policy guidelines, and
diversification by company and by industry.

The Companies analyze the investment portfolio, including below
investment grade securities, at least quarterly in order to determine
if the Companies' ability to realize the carrying value on any
investment has been impaired. For debt and equity securities, if
impairment in value is determined to be other than temporary (i.e. if
it is probable the Companies will be unable to collect all amounts due
according to the contractual terms of the security), the cost basis of
the impaired security is written down to fair value, which becomes the
new cost basis. The amount of the write-down is included in earnings
as a realized loss. Future events may occur, or additional or updated
information may be received, which may necessitate future write-downs
of securities in the Companies' portfolio. Significant write-downs in
the carrying value of investments could materially adversely affect
the Companies' net income in future periods.

During the nine months ended September 30, 1999 and Ifor the year
ended December 31, 1998, fixed maturities designated as available for
sale with a combined amortized cost of $170.6 million and $145.3
million, respectively, were called or repaid by their issuers. In
total, net pre-tax losses from sales, calls, and repayments of fixed
maturities amounted to $2.2 million and $0.5 million, for the first
nine months of 1999 and for the year ended December 31, 1998,
respectively.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value. As a result, at December 31, 1998, Golden American
recognized a total pre-tax loss of approximately $1.0 million to
reduce the carrying value of the bonds to their combined net
realizable value of $2.9 million. During the second quarter of 1999,
further information was received regarding these bonds and Golden
American determined that the carrying value of the two bonds exceeded
their estimated net realizeable value. As a result, at June 30, 1999
Golden American recognized a total pre-tax loss of approximately $1.6
million to further reduce the carrying value of the bonds to their
combined net realizeable value of $1.1 million.

Equity Securities: At September 30, 1999 and December 31, 1998,
equity securities represented 1.5% and 1.6%, respectively, of the
Companies' investment portfolio. At September 30, 1999 and December
31, 1998, the Companies owned equity securities with a cost of $14.4
million and an estimated fair value of $13.7 million and $11.5
million, respectively. At September 30, 1999, net unrealized
depreciation of equity securities of $0.7 million was comprised of
gross appreciation of $0.3 million and gross depreciation of
$1.0 million. At December 31, 1998 net unrealized depreciation of
equity securities was comprised entirely of gross depreciation of
$2.9 million . Equity securities are primarily comprised of
investments in shares of the mutual funds underlying the Companies'
registered separate accounts.

Mortgage Loans on Real Estate: Mortgage loans on real estate
represented 9.5% and 10.9% of the Companies' investment portfolio at
September 30, 1999 and at December 31, 1998, respectively. Mortgages
outstanding at amortized cost were $93.9 million September 30, 1999
with an estimated fair value of $91.2 million. Mortgages outstanding
were $97.3 million at December 31, 1998 with an estimated fair value
of $99.8 million. At September 30, 1999, the Companies' mortgage loan
portfolio included 57 loans with an average size of $1.6 million and
average seasoning of 0.8 years if weighted by the number of loans. At
December 31, 1998, the Companies' mortgage loan portfolio included
57 loans with an average size of $1.7 million and average seasoning of
0.9 years if weighted by the number of loans. The Companies' mortgage
loans on real estate are typically secured by occupied buildings in
major metropolitan locations and not speculative developments and are
diversified by type of property and geographic location.

Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as California (12% in
1998 and 1997), Utah (11% in 1998, 13% in 1997), and Georgia (10% in
1998, 11% in 1997). There are no other concentrations of mortgage
loans in any state exceeding ten percent at December 31, 1998 and
1997. Mortgage loans on real estate have also been analyzed by
collateral type with significant concentrations identified in office
buildings (36% in 1998, 43% in 1997), industrial buildings (32% in
1998, 33% in 1997) and retail facilities (20% in 1998, 15% in 1997).
As of September 30, 1999, there have been no significant changes to
the concentrations of mortgage loans on real estate compared to December
31, 1998. At September 30, 1999 and December 31, 1998, the yield on
the Companies' mortgage loan portfolio was 7.3%.

At September 30, 1999 and December 31, 1998, no mortgage loan on real
estate was delinquent by 90 days or more. The Companies' loan
investment strategy is consistent with other life insurance
subsidiaries of ING in the U.S. The insurance subsidiaries of EIC have
experienced a historically low default rate in their mortgage loan
portfolios.

OTHER ASSETS. Accrued investment income increased $2.3 million during
the first nine months of 1999, due to an increase in the overall size
of the portfolio resulting from the investment of premiums allocated
to the fixed account options of the Companies' variable products.

DPAC represents certain deferred costs of acquiring new insurance
business, principally first year commissions and interest bonuses,
extra credit bonuses, and other expenses related to the production of
new business after the merger. The Companies' previous balances of
DPAC and VPIF were eliminated as of the merger date, and an asset
representing VPIF was established for all policies in force at the
merger date. VPIF is amortized into income in proportion to the
expected gross profits of in force acquired business in a manner
similar to DPAC amortization. Any expenses which vary directly with
the sales of the Companies' products are deferred and amortized. At
September 30, 1999, the Companies had DPAC and VPIF balances of $439.2
million and $33.0 million, respectively ($205.0 million and $36.0 million,
respectively at December 31, 1998). During the first nine months of
1998, VPIF decreased $2.7 million to adjust the value of other
receivables and increased $0.2 million as a result of an adjustment to
the merger costs.

Property and equipment increased $5.7 million, or 77.1%, during the
first nine months of 1999, due to the purchase of furniture and other
equipment for Golden American's new offices in West Chester,
Pennsylvania. Property and equipment increased $5.8 million during
1998, due to installation of a new policy administration system,
introduction of an imaging system as well as the growth in the
business.

Goodwill totaling $151.1 million, representing the excess of the
acquisition cost over the fair value of net assets acquired, was
established at the merger date. Accumulated amortization of goodwill
as of September 30, 1999 and December 31, 1998 was $7.2 million and
$4.4 million, respectively.

Other assets increased $35.8 million during the first nine months of
1999, due mainly to an increase in a receivable from the separate
account. Other assets increased $5.5 million during 1998, due mainly
to an increase in amounts due from an unaffiliated reinsurer under a
modified coinsurance agreement.

At September 30, 1999, the Companies had $5.6 billion of separate
account assets compared to $3.4 billion at December 31, 1998. The
increase in separate account assets resulted from market appreciation,
increased transfer activity, and sales of the Companies' variable
annuity products, net of redemptions. At December 31, 1998, the
Companies had $3.4 billion of separate account assets compared to $1.6
billion at December 31, 1997. The increase in separate account assets
resulted from market appreciation and growth in sales of the
Companies' variable annuity products, net of redemptions.

At September 30, 1999, the Companies had total assets of $7.3 billion,
a 53.9% increase from December 31, 1998. At December 31, 1998,
the Companies had total assets of $4.8 billion, an increase of 94.3%
from December 31, 1997.

LIABILITIES. In conjunction with the volume of variable annuity
sales, the Companies' total liabilities increased $2.5 billion, or
55.9%, during the first nine months of 1999 and totaled $6.9 billion
at September 30, 1999. At September 30, 1999, future policy benefits
for annuity and interest sensitive life products increased $128.3
million, or 14.6%, to $1.0 billion reflecting premium growth in the
Companies' fixed account options of its variable products, net of
transfers to the separate accounts. Market appreciation, increased
transfer activity, and premiums, net of redemptions, accounted for the
$2.2 billion, or 64.9%, increase in separate account liabilities to
$5.6 billion at September 30, 1999.

In conjunction with the volume of variable annuity sales, the
Companies' total liabilities increased $2.2 billion, or 98.2%, during
1998 and totaled $4.4 billion at December 31, 1998. Future policy
benefits for annuity and interest sensitive life products increased
$375.8 million, or 74.4%, to $881.1 million reflecting premium growth
in the Companies' fixed account option of its variable products.
Market appreciation and premium growth, net of redemptions, accounted
for the $1.7 billion, or 106.3%, increase in separate account
liabilities to $3.4 billion at December 31, 1998.

On September 30, 1999, Golden American issued a $75 million, 7.75%
surplus note to ING AIH, which matures on September 29, 2029.

On December 30, 1998, Golden American issued a $60 million, 7.25%
surplus note to Equitable Life, which matures on December 29, 2028.

On December 17, 1996, Golden American issued a $25 million, 8.25%
surplus note to Equitable, which matures on December 17, 2026. As a
result of the merger, the surplus note is now payable to EIC.

At September 30, 1999, other liabilities increased $47.5 million from
$32.6 million at December 31, 1998, due primarily to increases in
securities payables and remittances to be applied.

At December 31, 1998, other liabilities increased $15.3 million from
$17.3 million at December 31, 1997, due primarily to increases in
accounts payable, outstanding checks, guaranty fund assessment
liability, and pension liability.

The effects of inflation and changing prices on the Companies'
financial position are not material since insurance assets and
liabilities are both primarily monetary and remain in balance. An
effect of inflation, which has been low in recent years, is a decline
in stockholder's equity when monetary assets exceed monetary
liabilities.

STOCKHOLDER'S EQUITY. Additional paid-in capital increased $100.0
million, or 28.8%, from December 31, 1998 to $447.6 million at
September 30, 1999 due to capital contributions from the Parent.
Additional paid-in capital increased $122.6 million, or 54.5%, from
December 31, 1997 to $347.6 million at December 31, 1998 primarily due
to capital contributions from the Parent.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Companies to generate sufficient cash
flows to meet the cash requirements of operating, investing, and
financing activities. The Companies' principal sources of cash are
variable annuity premiums and product charges, investment income,
maturing investments, proceeds from debt issuance, and capital
contributions made by the Parent. Primary uses of these funds are
payments of commissions and operating expenses, interest and extra
premium credits, investment purchases, repayment of debt, as well as
withdrawals and surrenders.

Net cash used in operating activities was $60.0 million in the first
nine months of 1999 compared to $22.7 million in the same period of
1998. Net cash used in operating activities was $63.9 million in 1998
compared to $4.8 million in 1997. The Companies have predominantly had
negative cash flows from operating activities since Golden American
started issuing variable insurance products in 1989. These negative
operating cash flows result primarily from the funding of commissions
and other deferrable expenses related to the continued growth in the
variable annuity products. The 1998 increase in net cash used in
operating activities resulted principally from the introduction of
Golden American's extra premium credit product in October 1997. In
1998, $54.4 million in extra premium credits was added to contract-
holders' account values versus $2.8 million in 1997.

Net cash used in investing activities was $111.3 million during the
first nine months of 1999 as compared to $224.5 million in the same
period of 1998. This decrease is primarily due to greater net
purchases of fixed maturities, equity securities, and mortgage loans
on real estate during the first nine months of 1998 than in the same
period of 1999. Net purchases of fixed maturities reached $79.7
million during the first nine months of 1999 versus $199.0 million in
the same period of 1998. Net sales of mortgage loans on real estate
were $3.2 million during the first nine months of 1999 compared to net
purchases of $13.2 million during the first nine months of 1998.

Net cash used in investing activities was $390.0 million during 1998
as compared to $198.5 million in 1997. This increase is primarily due
to greater net purchases of fixed maturities resulting from an
increase in funds available from net fixed account deposits. Net
purchases of fixed maturities reached

$331.3 million in 1998 versus $135.3 million in 1997. Net purchases
of mortgage loans on real estate, on the other hand, declined to $12.6
million from $51.2 million at December 31, 1997. In 1998, net purchases
of short-term investments were unusually high due to the investment of
the remaining proceeds of Golden American's $60.0 million surplus note
issued on December 30, 1998.

Net cash provided by financing activities was $177.5 million during
the first nine months of 1999 compared to $245.1 million during the
same period of 1998. In the first nine months of 1999, net cash
provided by financing activities was positively impacted by net fixed
account deposits of $441.7 million compared to $300.0 million in the
same period of 1998. This increase was offset by net reallocations to
the Companies' separate accounts, which increased to $439.2 million
from $163.5 million during the prior year, and by a decrease in net
borrowings of $54.8 million in the first nine months of 1999 compared
to the first nine months of 1998. In the first nine months of 1999,
another important source of cash provided by financing activities was
$100.0 million in capital contributions from the Parent compared to
$53.8 million in the first nine months of 1998. In addition, another
source of cash provided by financing activities during the third
quarter of 1999 was $75.0 million in proceeds from a surplus note
with ING AIH.

Net cash provided by financing activities was $439.5 million during
1998 as compared to $218.6 million during the prior year. In 1998, net
cash provided by financing activities was positively impacted by net
fixed account deposits of $520.8 million compared to $303.6 million in
1997. This increase was partially offset by net reallocations to the
Companies' separate accounts, which increased to $239.7 million from
$110.1 million during the prior year. In 1998, other important sources
of cash provided by financing activities were $98.4 million of capital
contributions from the Parent and $60.0 million of proceeds from the
issuance of a surplus note on December 30, 1998. The Companies have
used part of the proceeds of the surplus note to repay outstanding
short-term debt.

The Companies' liquidity position is managed by maintaining adequate
levels of liquid assets, such as cash or cash equivalents and short-
term investments. Additional sources of liquidity include borrowing
facilities to meet short-term cash requirements. Golden American
maintains a $65.0 million reciprocal loan agreement with ING AIH,
which expires on December 31, 2007. In addition, the Companies
have an $85.0 million revolving note facility with SunTrust Bank,
Atlanta, which expires on July 31, 2000. Management believes that
these sources of liquidity are adequate to meet the Companies'
short-term cash obligations.

Based on current trends, the Companies expect to continue to use net
cash in operating activities, given the continued growth of the
variable annuity products. It is anticipated that a continuation of
capital contributions from the Parent and the issuance of additional
surplus notes will cover these net cash outflows. ING is committed to
the sustained growth of Golden American. During 1999, ING will
maintain Golden American's statutory capital and surplus at the end of
each quarter at a level such that: 1) the ratio of Total Adjusted
Capital divided by Company Action Level Risk Based Capital exceeds
300%; 2) the ratio of Total Adjusted Capital (excluding surplus notes)
divided by Company Action Level Risk Based Capital exceeds 200%; and
3) Golden American's statutory capital and surplus exceeds the
"Amounts Accrued for Expense Allowances Recognized in Reserves" as
disclosed on page 3, Line 13A of Golden American's Statutory
Statement.

During the first quarter of 1999, Golden American's operations were
moved to a new site in West Chester, Pennsylvania. During the third
quarter of 1999, Golden American occupied an additional 20,000 square
feet and currently occupies 85,000 square feet of leased space, its
affiliate occupies 20,000 square feet, and it has made commitments for
an additional 20,000 square feet to be occupied by itself or its
affiliates during the fourth quarter of 1999. Previously, Golden
American's home office operations were housed in leased locations in
Wilmington, Delaware and various locations in Pennsylvania, which were
leased on a short-term basis for use in the transition to the new
office building. Golden American's New York subsidiary is housed in
leased space in New York, New York. The Companies intend to spend
approximately $1.0 million on capital needs during the remainder of
1999.

The ability of Golden American to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed an
annual
51

limit. During 1999, Golden American cannot pay dividends to its
Parent without prior approval of statutory authorities.

Under the provisions of the insurance laws of the State of New York,
First Golden cannot distribute any dividends to its stockholder,
Golden American, unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed with the New York
Insurance Department at least thirty days in advance of the proposed
declaration. If the Superintendent of the New York Insurance Department
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the
filing. The management of First Golden does not anticipate paying
any dividends to Golden American during 1999.

The NAIC's risk-based capital requirements require insurance companies
to calculate and report information under a risk-based capital
formula. These requirements are intended to allow insurance regulators
to monitor the capitalization of insurance companies based upon the
type and mixture of risks inherent in a company's operations. The
formula includes components for asset risk, liability risk, interest
rate exposure and other factors. The Companies have complied with the
NAIC's risk-based capital reporting requirements. Amounts reported
indicate the Companies have total adjusted capital well above all
required capital levels.

Reinsurance: At September 30, 1999 and at December 31, 1998, Golden
American had reinsurance treaties with four unaffiliated reinsurers
and one affiliated reinsurer covering a significant portion of the
mortality risks under its variable contracts. Golden American remains
liable to the extent its reinsurers do not meet their obligations
under the reinsurance agreements.

MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the
Companies' operations, including investment decisions, product
development, and crediting rates determination. As part of the risk
management process, different economic scenarios are modeled,
including cash flow testing required for insurance regulatory
purposes, to determine that existing assets are adequate to meet
projected liability cash flows. Key variables include
contractholder behavior and the variable separate accounts'
performance.

Contractholders bear the majority of the investment risks related
to the variable products. Therefore, the risks associated with the
investments supporting the variable separate accounts are assumed
by contractholders, not by the Companies (subject to, among other
things, certain minimum guarantees). The Companies' products also
provide certain minimum death benefits that depend on the
performance of the variable separate accounts. Currently the
majority of death benefit risks are reinsured, which protects the
Companies from adverse mortality experience and prolonged capital
market decline.

A surrender, partial withdrawal, transfer, or annuitization made
prior to the end of a guarantee period from the fixed account may
be subject to a market value adjustment. As the majority of the
liabilities in the fixed account are subject to market value
adjustment, the Companies do not face a material amount of market
risk volatility. The fixed account liabilities are supported by a
portfolio principally composed of fixed rate investments that can
generate predictable, steady rates of return. The portfolio
management strategy for the fixed account considers the assets
available for sale. This enables the Companies to respond to
changes in market interest rates, changes in prepayment risk,
changes in relative values of asset sectors and individual
securities and loans, changes in credit quality outlook and other
relevant factors. The objective of portfolio management is to
maximize returns, taking into account interest rate and credit
risks as well as other risks. The Companies' asset/liability
management discipline includes strategies to minimize exposure to
loss as interest rates and economic and market conditions change.

On the basis of these analyses, management believes there is no
material solvency risk to the Companies. With respect to a 10%
drop in equity values from year-end 1998 levels, variable separate
account funds, which represent 85% of the in force as of
September 30, 1999, pass the risk in underlying fund performance
to the contract-holder (except for certain minimum guarantees that
are mostly reinsured). With respect to interest rate movements
up or down 100 basis points from year-end 1998 levels, the
remaining 15% of the in force as of September 30, 1999 are fixed
account funds and almost all of these have market value adjustments
which provide significant protection against changes in interest
rates.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any forward-looking statement contained herein or in any other
oral or written statement by the Companies or any of their
officers, directors, or employees is qualified by the fact that
actual results of the Companies may differ materially from such
statement, among other risks and uncertainties inherent in the
Companies' business, due to the following important factors:

1. Prevailing interest rate levels and stock market performance,
which may affect the ability of the Companies to sell their
products, the market value and liquidity of the Companies'
investments, and the lapse rate of the Companies' policies,
notwithstanding product design features intended to enhance
persistency of the Companies' products.

2. Changes in the federal income tax laws and regulations which
may affect the tax status of the Companies' space products.

3. Changes in the regulation of financial services, including
bank sales and underwriting of insurance products, which
may affect the competitive environment for the Companies'
products.

4. Increasing competition in the sale of the Companies' products.

5. Other factors that could affect the performance of the
Companies, including, but not limited to, market conduct
claims, litigation, insurance industry insolvencies,
availability of competitive reinsurance on new business,
investment performance of the underlying portfolios of the
variable products, variable product design and sales volume by
significant sellers of the Companies' variable products.

6. To the extent third parties are unable to transact business in
the Year 2000 and thereafter, the Companies' operations could
be adversely affected.

OTHER INFORMATION

SEGMENT INFORMATION. During the period since the acquisition by
Bankers Trust, September 30, 1992 to date of this Prospectus,
Golden American's operations consisted of one business segment,
the sale of annuity and life insurance products. Golden American
and its affiliate DSI are party to in excess of 140 sales
agreements with broker-dealers, three of whom, Locust Street
Securities, Inc., Vestax Securities Corporation, and Multi-
Financial Securities Corporation, are affiliates of Golden
American. As of September 30, 1999, two broker-dealers produce
10% or more of Golden American's product sales.

REINSURANCE. Golden American reinsures its mortality risk
associated with the Contract's guaranteed death benefit with one
or more appropriately licensed insurance companies. Golden
American also, effective June 1, 1994, entered into a reinsurance
agreement on a modified coinsurance basis with an affiliate of a
broker-dealer which distributes Golden American's products with
respect to 25% of the business produced by that broker-dealer.

RESERVES. In accordance with the life insurance laws and
regulations under which Golden American operates, it is obligated
to carry on its books, as liabilities, actuarially determined
reserves to meet its obligations on outstanding Contracts.
Reserves, based on valuation mortality tables in general use in
the United States, where applicable, are computed to equal amounts
which, together with interest on such reserves computed annually
at certain assumed rates, make adequate provision according to
presently accepted actuarial standards of practice, for the
anticipated cash flows required by the contractual obligations and
related expenses of Golden American.

COMPETITION. Golden American is engaged in a business that is
highly competitive because of the large number of stock and mutual
life insurance companies and other entities marketing insurance
products comparable to those of Golden American. There are
approximately 2,350 stock, mutual and other types of insurers in
the life insurance business in the United States, a substantial
number of which are significantly larger than Golden American.

SERVICE AGREEMENTS. Beginning in 1994 and continuing until August
13, 1996, Bankers Trust (Delaware), a subsidiary of Bankers Trust
New York Corporation, and Golden American became parties to a service
agreement pursuant to which Bankers Trust (Delaware) agreed to provide
certain accounting, actuarial, tax, underwriting, sales, management and
other services to Golden American. Expenses incurred by Bankers Trust
(Delaware)in relation to this service agreement were reimbursed by Golden
American on an allocated cost basis. Charges billed to Golden American by
Bankers Trust (Delaware) pursuant to the service agreement for 1996 through
its termination as of August 13, 1996 were $0.5 million.

Pursuant to a service agreement between Golden American and Equitable
Life, Equitable Life provides certain administrative, financial and
other services to Golden American. Equitable Life billed Golden

American and its subsidiary First Golden American Life Insurance
Company of New York ("First Golden"), $0.9 million, $1.1 million,
and $27,000 for the first nine months of 1999 and the years ended
December 31, 1998 and 1997, respectively, under this service
agreement.

Golden American provides to DSI certain of its personnel to perform
management, administrative and clerical services and the use of
certain facilities. Golden American charges DSI for such expenses and
all other general and administrative costs, first on the basis of
direct charges when identifiable, and the remainder allocated based on
the estimated amount of time spent by Golden American's employees on
behalf of DSI. In the opinion of management, this method of cost
allocation is reasonable. In 1995, the service agreement between DSI
and Golden American was amended to provide for a management fee from
DSI to Golden American for managerial and supervisory services
provided by Golden American. This fee, calculated as a percentage of
average assets in the variable separate accounts, was $6.8 million,
$4.8 million, $2.8 million and $2.3 million for the first nine months
of 1999, and the years of 1998, 1997 and 1996, respectively.

Since January 1, 1998, Golden American and First Golden have had an
asset management agreement with ING Investment Management LLC ("ING
IM"), an affiliate, in which ING IM provides asset management and
accounting services for a fee, payable quarterly. For the first nine
months of 1999 and for the year ended December 31, 1998, Golden
American and First Golden incurred fees of $1.6 million and $1.5 million,
respectively, under this agreement. Prior to 1998, Golden American and
First Golden had a service agreement with Equitable Investment Services,
Inc. ("EISI"), an affiliate, in which EISI provided investment
management services. Golden American and First Golden paid fees of
$1.0 million for 1997 and $72,000 for the period from August 14,
1996 through December 31, 1996, respectively.

Since 1997, Golden American has provided certain advisory, computer
and other resources and services to Equitable Life. Revenues for these
services totaled $0.9 million for the first nine months of 1999,
$5.8 million for 1998 and $4.3 million for 1997.

The Companies provide resources and services to DSI. Revenues for
these services totaled $0.8 million for the first nine months of 1999.
Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate. Revenues for these services
totaled $0.4 million for the first nine months of 1999 and $0.1
million for 1998.

DISTRIBUTION AGREEMENT. Under a distribution agreement, DSI acts as
the principal underwriter (as defined in the Securities Act of 1933
and the Investment Company Act of 1940, as amended) of the variable
insurance products issued by Golden American which as of September 30,
1999 and December 31, 1998, are sold primarily through two
broker/dealer institutions. For the nine months ended September 30,
1999 and the years 1998, 1997 and 1996, commissions paid by Golden
American to DSI (including commissions paid by First Golden)
aggregated $130.4 million, $117.5 million, $36.4 million and $27.1
million, respectively.

EMPLOYEES. Golden American, as a result of its Service Agreement
with Bankers Trust (Delaware) and EIC Variable, had very few
direct employees. Instead, various management services were
provided by Bankers Trust (Delaware), EIC Variable and Bankers
Trust New York Corporation, as described above under "Service
Agreement." The cost of these services were allocated to Golden
American. Since August 14, 1996, Golden American has hired
individuals to perform various management services and has looked
to Equitable of Iowa and its affiliates for certain other
management services.

Certain officers of Golden American are also officers of DSI, and
their salaries are allocated among both companies. Certain
officers of Golden American are also officers of other Equitable
of Iowa subsidiaries. See "Directors and Executive Officers."

PROPERTIES. Golden American's principal office is located at 1475
Dunwoody Drive, West Chester, Pennsylvania 19380, where all of
Golden American's records are maintained. This office space is
leased.

STATE REGULATION. Golden American is subject to the laws of the
State of Delaware governing insurance companies and to the
regulations of the Delaware Insurance Department (the "Insurance
Department"). A detailed financial statement in the prescribed
form (the "Annual Statement") is filed with the Insurance
Department each year covering Golden American's operations for the
preceding year and its financial condition as of the end of that
year. Regulation by the Insurance Department includes periodic
examination to determine contract liabilities and reserves so that
the Insurance Department may certify

that these items are correct. Golden American's books and accounts are
subject to review by the Insurance Department at all times. A full
examination of Golden American's operations is conducted periodically
by the Insurance Department and under the auspices of the NAIC.

In addition, Golden American is subject to regulation under the
insurance laws of all jurisdictions in which it operates. The
laws of the various jurisdictions establish supervisory agencies
with broad administrative powers with respect to various matters,
including licensing to transact business, overseeing trade
practices, licensing agents, approving contract forms,
establishing reserve requirements, fixing maximum interest rates
on life insurance contract loans and minimum rates for
accumulation of surrender values, prescribing the form and content
of required financial statements and regulating the type and
amounts of investments permitted. Golden American is required to
file the Annual Statement with supervisory agencies in each of the
jurisdictions in which it does business, and its operations and
accounts are subject to examination by these agencies at regular
intervals.

The NAIC has adopted several regulatory initiatives designed to
improve the surveillance and financial analysis regarding the
solvency of insurance companies in general. These initiatives
include the development and implementation of a risk-based capital
formula for determining adequate levels of capital and surplus.
Insurance companies are required to calculate their risk-based
capital in accordance with this formula and to include the results
in their Annual Statement. It is anticipated that these standards
will have no significant effect upon Golden American. For
additional information about the Risk-Based Capital adequacy
monitoring system and Golden American, see "Management's
Discussion and Analysis Results of Operations"

In addition, many states regulate affiliated groups of insurers,
such as Golden American, and its affiliates, under insurance
holding company legislation. Under such laws, inter-company
transfers of assets and dividend payments from insurance
subsidiaries may be subject to prior notice or approval, depending
on the size of the transfers and payments in relation to the
financial positions of the companies involved.

Under insurance guaranty fund laws in most states, insurers doing
business therein can be assessed (up to prescribed limits) for
contract owner losses incurred by other insurance companies which
have become insolvent. Most of these laws provide that an
assessment may be excused or deferred if it would threaten an
insurer's own financial strength. For information regarding
Golden American's estimated liability for future guaranty fund
assessments, see Note 11 of Notes to Financial Statements.

Although the federal government generally does not directly
regulate the business of insurance, federal initiatives often have
an impact on the business in a variety of ways. Certain insurance
products of Golden American are subject to various federal
securities laws and regulations. In addition, current and
proposed federal measures which may significantly affect the
insurance business include regulation of insurance company
solvency, employee benefit regulation, removal of barriers
preventing banks from engaging in the insurance business, tax law
changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative
desirability of various personal investment vehicles.

DIRECTORS AND OFFICERS

NAME (AGE) POSITION(S) WITH THE COMPANY
- ---------- ----------------------------
Barnett Chernow (50) President and Director
Myles R. Tashman (57) Director, Executive Vice President,
General Counsel and Secretary
Michael W. Cunningham (50) Director
Mark A. Tullis (44) Director
Phillip R. Lowery (46) Director
James R. McInnis (51) Executive Vice President and
Chief Marketing Officer
Stephen J. Preston (42) Executive Vice President and Chief
Actuary
E. Robert Koster (41) Senior Vice President and Chief Financial
Officer
Patricia M. Corbett (34) Treasurer and Assistant V.P.
David L. Jacobson (50) Senior Vice President and Assistant
Secretary
William L. Lowe (35) Senior Vice President, Sales and Marketing
Ronald R. Blasdell (46) Senior Vice President, Project Implementation
Steven G. Mandel (40) Senior Vice President and
Chief Information Officer
Gary F. Haynes (54) Senior Vice President, Operations

Each director is elected to serve for one year or until the next
annual meeting of shareholders or until his or her successor is
elected. Some directors are directors of insurance company
subsidiaries of Golden American's parent, Equitable of Iowa. The
principal positions of Golden American's directors and senior
executive officers for the past five years are listed below:

Mr. Barnett Chernow became President and Director of Golden American
and President of First Golden in April 1998. From 1993 to 1998, Mr.
Chernow served as Executive Vice President of Golden American. He was
elected to serve as Executive Vice President and Director of First
Golden in September 1996.

Mr. Myles R. Tashman joined Golden American in August 1994 as
Senior Vice President and was named Executive Vice President,
General Counsel and Secretary effective January 1, 1996. He was
elected to serve as a Director of Golden American in January 1998.
He also serves as a Director, Executive Vice President, General
Counsel and Secretary of First Golden.

Mr. Michael W. Cunningham became a Director of Golden American and
First Golden in April 1999. Also, he has served as a Director of
Life of Georgia and Security Life of Denver since 1995.
Currently, he serves as Executive Vice President and Chief
Financial Officer of ING North America Insurance Corporation, and
has worked for them since 1991.

Mr. Mark A. Tullis became a Director of Golden American in January
2000. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September 1999.

Mr. Phillip R. Lowery became a Director of Golden American in
April 1999. He has served as Executive Vice President and Chief
Actuary for ING Americas Region since 1990.

Mr. James R. McInnis joined Golden American in December, 1997 as
Executive Vice President. From 1982 through November 1997, he held
several positions with the Endeavor Group and was President upon
his departure.

Mr. E. Robert Koster was elected Senior Vice President and Chief
Financial Officer of Golden American in September 1998. From
August, 1984 to September, 1998 he has held various positions with
ING companies in The Netherlands.

Ms. Patricia M. Corbett was elected Treasurer of Golden American
in December 1998. She joined Equitable Life Insurance Company of
Iowa in 1987 and is currently Treasurer and Assistant Vice
President of Equitable Life and USG Annuity & Life Company.

Mr. David L. Jacobson joined Golden American in November 1993 as
Senior Vice President and Assistant Secretary.

Mr. Stephen J. Preston joined Golden American in December, 1993 as
Senior Vice President, Chief Actuary and Controller. He became an
Executive Vice President and Chief Actuary in June 1998.

Mr. William L. Lowe joined Equitable Life as Vice President, Sales
& Marketing in January 1994. He became a Senior Vice President,
Sales & Marketing, of Golden American in August 1997. He was also
President of Equitable of Iowa Securities Network, Inc. until
October 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and
became Senior Vice President and Chief Information Officer in
June 1998.

Mr. Ronald R. Blasdell joined Golden American in February 1994 and
became Senior Vice President, Project Implementation in June 1998.

Mr. Gary Haynes joined Golden American in April 1999 and became
Senior Vice President, Operations in April 1999.

COMPENSATION TABLES AND OTHER INFORMATION

The following sets forth information with respect to the Chief
Executive Officer of Golden American as well as the annual salary
and bonus for the next five highly compensated executive officers
for the fiscal year ended December 31, 1998. Certain executive
officers of Golden American are also officers of DSI. The salaries
of such individuals are allocated between Golden American and DSI.
Executive officers of Golden American are also officers of DSI.
The salaries of such individuals are allocated between Golden
American and DSI pursuant to an arrangement among these companies.
Throughout 1995 and until August 13, 1996, Terry L. Kendall served
as a Managing Director at Bankers Trust New York Corporation.
Compensation amounts for Terry L. Kendall which are reflected
throughout these tables prior to August 14, 1996 were not charged
to Golden American, but were instead absorbed by Bankers Trust New
York Corporation.

EXECUTIVE COMPENSATION TABLE

The following table sets forth information with respect to the
annual salary and bonus for Golden American's Chief Executive
Officers and the five other most highly compensated executive
officers for the fiscal year ended December 31, 1998. As of
the date of this prospectus 1999 data was not yet available.

<TABLE>
LONG-TERM ALL OTHER
ANNUAL COMPENSATION COMPENSATION COMPENSATION
------------------- ------------------------ ------------
RESTRICTED SECURITIES
NAME AND STOCK AWARDS UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS(2) OPTIONS(3)
- ------------------ ---- ------ -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Barnett Chernow, 1998 $284,171 $105,375 8,000
President 1997 $234,167 $ 31,859 $277,576 4,000
1996 $207,526 $150,000 $ 7,755(4)

James R. McInnis, 1998 $250,004 $626,245 2,000
Executive Vice
President

Keith Glover, 1998 $250,000 $145,120 3,900
Executive Vice
President

Myles R. Tashman, 1998 $189,337 $ 54,425 3,500
Executive Vice 1997 $181,417 $ 25,000 $165,512 5,000
President, 1996 $176,138 $ 90,000 $ 5,127(4)
General Counsel
and Secretary

Stephen J. Preston, 1998 $173,870 $ 32,152 3,500
Executive Vice 1997 $160,758 $ 16,470
President 1996 $156,937 $ 58,326
and Chief Actuary

Paul R. Schlaack, 1998 $406,730 $210,600
Former Chairman 1997 $351,000 $249,185 $1,274,518 19,000 $15,000
and Vice President 1996 $327,875 $249,185 $ 245,875 19,000 $15,000

Terry L. Kendall, 1998 $145,237 $181,417
Former President 1997 $362,833 $ 80,365 $ 644,844 16,000
and CEO 1996 $288,298 $400,000 $11,535(4)

</TABLE>

(1) The amount shown relates to bonuses paid in 1998, 1997
and 1996.
(2) Restricted stock awards granted to executive officers
vested on October 24, 1997 with the change in control of
Equitable of Iowa.
(3) Awards comprised of qualified and non-qualified stock
options. All options were granted with an exercise price equal
to the then fair market value of the underlying stock. All
options vested with the change in control of Equitable of Iowa
and were cashed out for the difference between $68.00 and the
exercise price.
(4) In 1996, Contributions were made by the Company on behalf
of the employee to PartnerShare, the deferred compensation
plan sponsored by Bankers Trust New York Corporation and its
affiliates for the benefit of all Bankers Trust employees, in
February of 1996 to employees on record as of December 31,
1996, after an employee completed one year of service with the
company. This contribution could be in the form of deferred
compensation and/or a cash payment. In 1996, Mr. Kendall
received $9,000 of deferred compensation and $2,535 of cash
payment from the plan; Mr. Chernow received $6,000 of
deferred compensation and $1,755 of cash payment from the
plan; Mr. Tashman received $4,000 of deferred compensation and
$1,127 of cash payment from the plan.

OPTION GRANTS IN LAST FISCAL YEAR (1998)

<TABLE> POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
% OF TOTAL RATES OF STOCK
NUMBER OF OPTIONS PRICE APPRECIATION
SECURITIES GRANTED TO FOR OPTION
UNDERLYING EMPLOYEES EXERCISE TERM (3)
OPTIONS IN FISCAL OR BASE EXPIRATION ------------------
NAME GRANTED(1) YEAR PRICE (2) DATE 5% 10%
- ---- ---------- ----- --------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Barnett Chernow 8,000 11.99 $60.518 5/26/2003 $164,016 $362,433
James R. McInnis 2,000 3.00 $60.518 5/26/2003 $ 41,004 $ 90,608
Keith Glover 3,900 5.85 $60.518 5/26/2003 $ 79,958 $176,686
Myles R. Tashman 3,500 5.25 $60.518 5/26/2003 $ 71,758 $158,564
Stephen J. Preston 3,500 5.25 $60.518 5/26/2003 $ 71,758 $158,564

</TABLE>

(1) Stock appreciation rights granted on May 26, 1998 to the
officers of Golden American have a three-year vesting period
and an expiration date as shown.
(2) The base price was equal to the fair market value of
ING's stock on on the date of grant.
(3) Total dollar gains based on indicated rates of
appreciation of share price over a the five year term of the
rights.

Directors of Golden American receive no additional compensation
for serving as a director.

[Shaded Section Header]
- --------------------------------------------------------------------------
UNAUDITED FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------
For the Nine Months Ended September 30, 1999

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities, available for sale, at
fair value (cost: 1999 -- $815,027;
1998 -- $739,772) $ 798,708 $ 741,985
Equity securities, at fair value (cost:
1999 -- $14,437; 1998 -- $14,437) 13,679 11,514
Mortgage loans on real estate 93,884 97,322
Policy loans 13,454 11,772
Short-term investments 66,519 41,152
---------- ----------
Total investments 986,244 903,745

Cash and cash equivalents 12,908 6,679
Due from affiliates 1,460 2,983
Accrued investment income 11,896 9,645
Deferred policy acquisition costs 439,176 204,979
Value of purchased insurance in force 32,984 35,977
Current income taxes recoverable 204 628
Deferred income tax asset 29,690 31,477
Property and equipment, less allowances
for depreciation of $2,807 in 1999
and $801 in 1998 13,017 7,348
Goodwill, less accumulated amortization
of $7,242 in 1999 and $4,408 in 1998 143,886 146,719
Other assets 42,072 6,239
Separate account assets 5,598,490 3,396,114
---------- ----------
Total assets $7,312,027 $4,752,533
========== ==========

LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
Future policy benefits:
Annuity and interest sensitive life
products $1,009,382 $ 881,112
Unearned revenue reserve 5,855 3,840
Other policy claims and benefits 15 --
---------- ----------
1,015,252 884,952

Surplus notes 160,000 85,000
Due to affiliates 4,328 --
Other liabilities 80,081 32,573
Separate account liabilities 5,598,490 3,396,114
---------- ----------
6,858,151 4,398,639

Commitments and contingencies

Stockholder's equity:
Common stock, par value $10 per share,
authorized, issued,
and outstanding 250,000 shares 2,500 2,500
Additional paid-in capital 447,640 347,640
Accumulated other comprehensive loss (4,464) (895)
Retained earnings 8,200 4,649
---------- ----------
Total stockholder's equity 453,876 353,894
---------- ----------
Total liabilities and stockholder's
equity $7,312,027 $4,752,533
========== ==========

See accompanying notes.

</TABLE> 63

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands)

<TABLE>
<CAPTION>
For the Nine For the Nine
Months ended Months ended
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Revenues:
Annuity and interest sensitive
life product charges $ 55,195 $ 26,984
Management fee revenue 6,755 3,257
Net investment income 42,671 29,296
Realized gains (losses) on
investments (2,215) 436
Other income 7,448 4,805
--------- --------
109,854 64,778
Insurance benefits and expenses:
Annuity and interest sensitive
life benefits:
Interest credited to account
balances 125,404 64,110
Benefit claims incurred in
excess of account balances 3,452 862
Underwriting, acquisition, and
insurance expenses:
Commissions 134,585 84,958
General expenses 47,551 23,480
Insurance taxes, state
licenses, and fees 3,545 2,680
Policy acquisition costs
deferred (244,840) (133,616)
Amortization:
Deferred policy acquisition
costs 19,699 4,014
Value of purchased insurance
in force 4,803 3,252
Goodwill 2,834 2,834
--------- --------
97,033 52,574
Interest expense 5,552 3,033
--------- --------
102,585 55,607
--------- --------
Income before income taxes 7,269 9,171

Income taxes 3,718 4,294
--------- --------
Net income $ 3,551 $ 4,877

========= ========

See accompanying notes.

</TABLE> 64

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)

<TABLE>
<CAPTION>
For the Nine For the Nine
Months ended Months ended
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
NET CASH USED IN OPERATING ACTIVITIES $ (60,026) $ (22,666)

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
Fixed maturities -- available for sale 170,548 92,707
Mortgage loans on real estate 4,241 3,145
Short-term investments -- net -- 2,575
---------- ----------

174,789 98,427

Acquisition of investments:
Fixed maturities -- available for sale (250,277) (291,687)
Equity securities -- (10,000)
Mortgage loans on real estate (1,034) (16,390)
Policy loans -- net (1,682) (1,385)
Short-term investments -- net (25,367) --
---------- ----------
(278,360) (319,462)
Net purchase of property and equipment (7,700) (3,470)
---------- ----------
Net cash used in investing activities (111,271) (224,505)

FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement
borrowings 488,950 242,847
Repayment of reciprocal loan agreement
borrowings (488,950) (202,847)
Proceeds from revolving note payable 131,595 20,082
Repayment of revolving note payable (131,595) --
Proceeds from surplus note 75,000 --
Repayment of line of credit borrowings -- (5,309)
Receipts from annuity and interest
sensitive life policies credited
to account balances 540,464 350,385
Return of account balances on annuity
and interest sensitive life policies (98,715) (50,370)
Net reallocations to Separate Accounts (439,223) (163,455)
Contributions from parent 100,000 53,750
---------- ----------
Net cash provided by financing
activities 177,526 245,083
---------- ----------

Increase (decrease) in cash and cash
equivalents 6,229 (2,088)

Cash and cash equivalents at beginning
of period 6,679 21,039
---------- ----------
Cash and cash equivalents at end of
period $ 12,908 $ 18,951
========== ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
Interest $ 5,078 $ 3,493
Taxes 10 80
Non-cash financing activities:
Non-cash adjustment to additional paid
in capital for adjusted merger costs -- 143
Non-cash contribution of capital from
parent to repay line of credit
borrowings -- 18,750

See accompanying notes.

</TABLE> 65

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, the financial
statements do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. All adjustments
were of a normal recurring nature, unless otherwise noted in Management's
Discussion and Analysis and the Notes to Financial Statements. Operating
results for the nine months ended September 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1999. These financial statements should be read in
conjunction with the financial statements and related notes included in
the Golden American Life Insurance Company's annual report on Form 10-K
for the year ended December 31, 1998.

CONSOLIDATION
The condensed consolidated financial statements include Golden American
Life Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New York
("First Golden," and with Golden American, collectively, the
"Companies"). All significant intercompany accounts and transactions
have been eliminated.

ORGANIZATION
Golden American is a wholly owned subsidiary of Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent"). On October 24, 1997, PFHI
Holdings, Inc. ("PFHI"), a Delaware corporation, acquired all of the
outstanding capital stock of Equitable of Iowa Companies ("Equitable")
according to the terms of an Agreement and Plan of Merger dated July 7,
1997 among Equitable, PFHI, and ING Groep N.V. ("ING"). PFHI is a wholly
owned subsidiary of ING, a global financial services holding company
based in The Netherlands. As a result of this transaction, Equitable was
merged into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc., a Delaware corporation.

FAIR VALUES
Estimated fair values of publicly traded fixed maturities for 1999 are as
reported by an independent pricing service.

STATUTORY
Net loss for Golden American as determined in accordance with statutory
accounting practices was $75,508,000 and $32,198,000 for the nine months
ended September 30, 1999 and 1998, respectively. Total statutory capital
and surplus was $285,674,000 at September 30, 1999 and $183,045,000 at
December 31, 1998.

RECLASSIFICATIONS
Certain amounts in the September 30, 1998 and December 31, 1998 financial
statements have been reclassified to conform to the September 30, 1999
financial statement presentation.

2. COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the Statement of Financial
Accounting Standard ("SFAS") No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
statement had no impact on the Companies' net income or stockholder's
equity. SFAS No. 130 requires unrealized gains or losses on the

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999

2. COMPREHENSIVE INCOME (continued)

Companies' available for sale securities (net of adjustments for value of
purchased insurance in force ("VPIF"), deferred policy acquisition costs
("DPAC"), and deferred income taxes) to be included in other
comprehensive income.

During the third quarter and first nine months of 1999, other
comprehensive income (loss) for the Companies amounted to $2,059,000 and
$(18,000), respectively ($2,426,000 and $5,478,000, respectively, for the
same periods of 1998). Included in these amounts are other comprehensive
income (loss) for First Golden of $(14,000) and $(258,000) for the third
quarter and first nine months of 1999, respectively ($601,000 and
$1,174,000, respectively, for the same periods of 1998). Other
comprehensive income (loss) excludes net investment gains (losses)
included in net income which merely represent transfers from unrealized
to realized gains and losses. These amounts totaled $(460,000) and
$(2,512,000) during the third quarter and first nine months of 1999,
respectively ($263,000 and $388,000, respectively, for the same periods
of 1998). Such amounts, which have been measured through the date of
sale, are net of income taxes and adjustments for VPIF and DPAC totaling
$(38,000) and $297,000 for the third quarter and first nine months of
1999, respectively ($40,000 and $48,000, respectively, for the same
periods of 1998).

3. INVESTMENTS

INVESTMENT VALUATION ANALYSIS: The Companies analyze the investment
portfolio at least quarterly in order to determine if the carrying value
of any investment has been impaired. The carrying value of debt and
equity securities is written down to fair value by a charge to realized
losses when an impairment in value appears to be other than temporary.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two bonds exceeded their estimated net realizable
value. As a result, at December 31, 1998, Golden American recognized a
total pre-tax loss of $973,000 to reduce the carrying value of the bonds
to their combined net realizable value of $2,919,000. During the second
quarter of 1999, further information was received regarding these bonds
and Golden American determined that the carrying value of the two bonds
exceeded their estimated net realizable value. As a result, at June 30,
1999, Golden American recognized a total pre-tax loss of $1,639,000 to
further reduce the carrying value of the bonds to their combined net
realizable value of $1,137,000.

4. RELATED PARTY TRANSACTIONS

OPERATING AGREEMENTS: Directed Services, Inc. ("DSI"), an affiliate,
acts as the principal underwriter (as defined in the Securities Act of
1933 and the Investment Company Act of 1940, as amended) and distributor
of the variable insurance products issued by the Companies. DSI is
authorized to enter into agreements with broker/dealers to distribute the
Companies' variable insurance products and appoint representatives of the
broker/dealers as agents. The Companies paid commissions and expenses to
DSI totaling $50,131,000 in the third quarter and $130,419,000 for the
first nine months of 1999 ($32,104,000 and $82,548,000, respectively, for
the same periods of 1998).

Golden American provides certain managerial and supervisory services to
DSI. The fee paid by DSI for these services is calculated as a percentage
of average assets in the variable separate accounts. For the third quarter
and first nine months of 1999, the fee was $2,659,000 and $6,755,000,
respectively ($1,234,000 and $3,257,000, respectively, for the same periods
of 1998).

The Companies have an asset management agreement with ING Investment
Management LLC ("ING IM"), an affiliate, in which ING IM provides asset
management and accounting services. Under the agreement, the Companies
record a fee based on the value of the assets under management. The fee
is payable quarterly. For the third quarter and first nine months of
1999, the Companies incurred fees of $523,000 and

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999

4. RELATED PARTY TRANSACTIONS (continued)

$1,637,000, respectively, under this agreement ($341,000 and $1,013,000,
respectively, for the same periods of 1998).

Golden American has a guaranty agreement with Equitable Life Insurance
Company of Iowa ("Equitable Life"), an affiliate. In consideration of an
annual fee, payable June 30, Equitable Life guarantees to Golden American
that it will make funds available, if needed, to Golden American to pay
the contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and nothing
contained therein or done pursuant thereto by Equitable Life shall be
deemed to constitute, a direct or indirect guaranty by Equitable Life of
the payment of any debt or other obligation, indebtedness or liability,
of any kind or character whatsoever, of Golden American. The agreement
does not guarantee the value of the underlying assets held in separate
accounts in which funds of variable life insurance and variable annuity
policies have been invested. The calculation of the annual fee is based
on risk based capital. As Golden American's risk based capital level was
above required amounts, no annual fee was payable at June 30, 1999 or
1998.

Golden American provides certain advisory, computer and other resources
and services to Equitable Life. Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $237,000 in
the third quarter of 1999 and $898,000 for the first nine months of 1999
($1,524,000 and $5,091,000, respectively, for the same periods of 1998).

The Companies have a service agreement with Equitable Life in which
Equitable Life provides administrative and financial related services.
Under this agreement, the Companies incurred expenses of $50,000 in the
third quarter of 1999 and $855,000 for the first nine months of 1999
($261,000 and $575,000, respectively, for the same periods of 1998).

The Companies provide resources and services to DSI. Revenues for these
services, which reduce general expenses incurred by the Companies,
totaled $276,000 in the third quarter of 1999 and $759,000 for the first
nine months of 1999 ($19,000 and $57,000, respectively, for the same
periods of 1998).

Golden American provides resources and services to ING Mutual Funds
Management Co., LLC, an affiliate. Revenues for these services, which
reduce general expenses incurred by Golden American, totaled $159,000 in
the third quarter of 1999 and $376,000 for the first nine months of
1999.

For the third quarter of 1999, the Companies received 7.8% of total
premiums (9.7% in the same period of 1998), net of reinsurance, for
variable products sold through four affiliates, Locust Street Securities,
Inc. ("LSSI"), Vestax Securities Corporation ("Vestax"), DSI, and Multi-
Financial Securities Corporation ("Multi-Financial") of $46,600,000,
$12,900,000, $0, and $11,000,000, respectively ($34,600,000, $14,200,000,
$1,800,000, and $4,100,000, respectively, for the same period of 1998).
For the first nine months of 1999, the Companies received 9.5% of total
premiums (10.0% in the same period of 1998), net of reinsurance, from
LSSI, Vestax, DSI, and Multi-Financial of $121,900,000, $72,000,000,
$2,300,000, and $24,400,000, respectively ($92,700,000, $30,000,000,
$10,700,000, and $10,000,000, respectively, for the same period of 1998).

RECIPROCAL LOAN AGREEMENT: Golden American maintains a reciprocal loan
agreement with ING America Insurance Holdings, Inc. ("ING AIH"), a
Delaware corporation and affiliate, to facilitate the handling of unusual
and/or unanticipated short-term cash requirements. Under this agreement,
which became effective January 1, 1998 and expires December 31, 2007,
Golden American and ING AIH can borrow up to $65,000,000 from one
another. Prior to lending funds to ING AIH, Golden American must obtain
approval from the Department of Insurance of the State of Delaware.
Interest on any Golden American borrowings is charged at the rate of ING
AIH's cost of funds for the interest period plus 0.15%. Interest on any
ING AIH borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a similar
duration. Under this agreement, Golden American incurred interest
expense of

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999

4. RELATED PARTY TRANSACTIONS (continued)

$397,000 in the third quarter of 1999 and $633,000 for the
first nine months of 1999 ($505,000 and $1,269,000, respectively, for the
same periods of 1998). At September 30, 1999, Golden American did not
have any borrowings or receivables from ING AIH under this agreement.

LINE OF CREDIT: Golden American maintained a line of credit agreement
with Equitable to facilitate the handling of unusual and/or unanticipated
short-term cash requirements. Under this agreement, which became
effective December 1, 1996 and expired December 31, 1997, Golden American
could borrow up to $25,000,000. Interest on any borrowings was charged
at the rate of Equitable's monthly average aggregate cost of short-term
funds plus 1.00%. Under this agreement, Golden American incurred
interest expense of $211,000 for the first quarter of 1998. The
outstanding balance was paid by a capital contribution from the Parent
and with funds borrowed from ING AIH.

SURPLUS NOTES: On September 30, 1999, Golden American issued a 7.75%
surplus note in the amount of $75,000,000 to ING AIH. The note matures on
September 29, 2029. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American. Any payment of principal and/or
interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, Golden American incurred no interest
expense in the third quarter of 1999.

On December 30, 1998, Golden American issued a 7.25% surplus note in the
amount of $60,000,000 to Equitable Life. The note matures on December
29, 2028. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary
claims, as well as debts owed to all other classes of debtors, other than
surplus note holders, of Golden American. Any payment of principal
and/or interest made is subject to the prior approval of the Delaware
Insurance Commissioner. Under this agreement, Golden American incurred
interest expense of $1,088,000 in the third quarter of 1999 and
$3,263,000 for the first nine months of 1999.

On December 17, 1996, Golden American issued an 8.25% surplus note in the
amount of $25,000,000 to Equitable. The note matures on December 17,
2026. Payment of the note and related accrued interest is subordinate to
payments due to policyholders, claimant and beneficiary claims, as well
as debts owed to all other classes of debtors of Golden American. Any
payment of principal made is subject to the prior approval of the
Delaware Insurance Commissioner. Golden American incurred interest
totaling $516,000 in the third quarter of 1999 and $1,547,000 for the
first nine months of 1999, unchanged from the same periods of 1998. As a
result of the merger, the surplus note is now payable to EIC.

STOCKHOLDER'S EQUITY: During the third quarter of 1999 and the first
nine months of 1999, Golden American received capital contributions from
its Parent of $20,000,000 and $100,000,000, respectively ($0 and
$72,500,000, respectively, for the same periods of 1998).

5. COMMITMENTS AND CONTINGENCIES

REINSURANCE: At September 30, 1999, Golden American had reinsurance
treaties with four unaffiliated reinsurers and one affiliated reinsurer
covering a significant portion of the mortality risks under its variable
contracts. Golden American remains liable to the extent its reinsurers do
not meet their obligations under the reinsurance agreements. At September
30, 1999 and 1998, the Companies had a net receivable of $14,041,000 and
$6,539,000, respectively, for reserve credits, reinsurance claims, or
other receivables from these reinsurers comprised of $2,268,000 and
$257,000, respectively, for claims recoverable from reinsurers, $918,000
and $451,000, respectively, for a payable for reinsurance premiums and
$12,691,000 and $6,733,000, respectively, for a receivable from an
unaffiliated reinsurer. Included in the accompanying financial
statements are net considerations to reinsurers of $2,638,000 in the
third quarter of 1999 and $6,656,000 for the first nine months of 1999
compared to $1,293,000 and $3,259,000, respectively, for the same periods
in 1998. Also included in the accompanying financial statements are net
policy benefits of

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999

5. COMMITMENTS AND CONTINGENCIES (continued)

$2,569,000 in the third quarter of 1999 and $4,008,000 for the first
nine months of 1999 compared to $1,272,000 and $2,096,000, respectively,
for the same periods in 1998.

GUARANTY FUND ASSESSMENTS: Assessments are levied on the Companies by
life and health guaranty associations in most states in which the
Companies are licensed to cover losses of policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be
partially recovered through a reduction in future premium taxes. The
Companies cannot predict whether and to what extent legislative
initiatives may affect the right to offset. The associated cost for a
particular insurance company can vary significantly based upon its fixed
account premium volume by line of business and state premiums as well as
its potential for premium tax offset. The Companies have established an
undiscounted reserve to cover such assessments, review information
regarding known failures, and revise estimates of future guaranty fund
assessments. Accordingly, the Companies accrued and charged to expense
an additional $208,000 and $598,000 in the third quarter and first nine
months of 1998, respectively. At September 30, 1999, the Companies have
an undiscounted reserve of $2,444,000 to cover estimated future
assessments (net of related anticipated premium tax credits) and have
established an asset totaling $586,000 for assessments paid which may be
recoverable through future premium tax offsets. The Companies believe
this reserve is sufficient to cover expected future guaranty fund
assessments based upon previous premiums and known insolvencies at this
time.

LITIGATION: The Companies, like other insurance companies, may be named
or otherwise involved in lawsuits, including class action lawsuits and
arbitrations. In some class action and other actions involving insurers,
substantial damages have been sought and/or material settlement or award
payments have been made. The Companies currently believe no pending or
threatened lawsuits or actions exist that are reasonably likely to have a
material adverse impact on the Companies.

VULNERABILITY FROM CONCENTRATIONS: The Companies have various
concentrations in the investment portfolio. The Companies' asset growth,
net investment income, and cash flow are primarily generated from the
sale of variable products and associated future policy benefits and
separate account liabilities. Substantial changes in tax laws that would
make these products less attractive to consumers and extreme fluctuations
in interest rates or stock market returns, which may result in higher
lapse experience than assumed, could cause a severe impact on the
Companies' financial condition. Two broker/dealers, each having at least
ten percent of total sales, generated 29% of the Companies' sales during
the first nine months of 1999 (10% by one broker/dealer in the same
period of 1998). The Premium Plus variable annuity product generated 78%
of the Companies' sales during the first nine months of 1999 (59% in the
same period of 1998).

REVOLVING NOTE PAYABLE: To enhance short-term liquidity, the Companies
established a revolving note payable effective July 27, 1998 and expiring
July 31, 1999 with SunTrust Bank, Atlanta (the "Bank"). The note was
approved by the Boards of Directors of Golden American and First Golden
on August 5, 1998 and September 29, 1998, respectively. As of July 31,
1999, the SunTrust Bank, Atlanta revolving note facility was extended to
July 31, 2000. The total amount the Companies may have outstanding is
$85,000,000, of which Golden American and First Golden have individual
credit sublimits of $75,000,000 and $10,000,000, respectively. The note
accrues interest at an annual rate equal to: (1) the cost of funds for
the Bank for the period applicable for the advance plus 0.25% or (2) a
rate quoted by the Bank to the Companies for the advance. The terms of
the agreement require the Companies to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable
state law or regulation. During the quarter and nine months ended
September 30, 1999, the Companies paid interest expense of $55,000 and
$109,000, respectively ($6,000 for the same periods of 1998). At
September 30, 1999, the Companies did not have any borrowings under this
agreement.

<PAGE>
<PAGE>
[Shaded Section Header]
- --------------------------------------------------------------------------
FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying consolidated balance sheets of
Golden American Life Insurance Company as of December 31, 1998 and
1997, and the related consolidated statements of operations,
changes in stockholder's equity, and cash flows for the year ended
December 31, 1998 and for the periods from October 25, 1997
through December 31, 1997, January 1, 1997 through October 24,
1997, August 14, 1996 through December 31, 1996 and January 1,
1996 through August 13, 1996. These financials are the
responsibility of the Companies' management. Our responsibility
is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Golden American Life Insurance Company at December 31,
1998 and 1997, and the consolidated results of its operations and
its cash flows for the year ended December 31, 1998 and for the
periods from October 25, 1997 through December 31, 1997, January
1, 1997 through October 24, 1997, August 14, 1996 through December
31, 1996 and January 1, 1996 through August 13, 1996 in conformity
with generally accepted accounting principles.

/s/Ernst & Young LLP

Des Moines, Iowa
February 12, 1999

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)

<TABLE>
POST-MERGER
------------------------------------
December 31, 1998 December 31, 1997
----------------- -----------------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities, available for
sale, at fair value (cost:
1998 - $739,772; 1997 -
$413,288)...................... $ 741,985 $ 414,401
Equity securities, at fair value
(cost: 1998 - $14,437; 1997 -
$4,437)........................ 11,514 3,904
Mortgage loans on real estate.... 97,322 85,093
Policy loans..................... 11,772 8,832
Short-term investments........... 41,152 14,460
---------- ----------
Total investments.................. 903,745 526,690
Cash and cash equivalents.......... 6,679 21,039
Due from affiliates................ 2,983 827
Accrued investment income.......... 9,645 6,423
Deferred policy acquisition costs.. 204,979 12,752
Value of purchased insurance in
force............................ 35,977 43,174
Current income taxes recoverable... 628 272
Deferred income tax asset.......... 31,477 36,230
Property and equipment, less
allowances for depreciation
of $801 in 1998 and $97 in 1997.. 7,348 1,567
Goodwill, less accumulated
amortization of $4,408 in 1998
and $630 in 1997................. 146,719 150,497
Other assets....................... 6,239 755
Separate account assets............ 3,396,114 1,646,169
---------- ----------
Total assets....................... $4,752,533 $2,446,395
========== ==========

</TABLE>

See accompanying notes.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Dollars in thousands, except per share data)

<TABLE>
POST-MERGER
------------------------------------
December 31, 1998 December 31, 1997
----------------- -----------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
Future policy benefits:
Annuity and interest sensitive life
products......................... $ 881,112 $ 505,304
Unearned revenue reserve........... 3,840 1,189
Other policy claims and benefits... -- 10
---------- ----------
884,952 506,503

Line of credit with affiliate....... -- 24,059
Surplus notes....................... 85,000 25,000
Due to affiliates................... -- 80
Other liabilities................... 32,573 17,271
Separate account liabilities........ 3,396,114 1,646,169
---------- ----------
4,398,639 2,219,082

Commitments and contingencies

Stockholder's equity:
Common stock, par value $10 per share,
authorized,issued and outstanding
250,000 shares................... 2,500 2,500
Additional paid-in capital......... 347,640 224,997
Accumulated other comprehensive
income (loss).................... (895) 241
Retained earnings (deficit)........ 4,649 (425)
---------- ----------
Total stockholder's equity.......... 353,894 227,313
---------- ----------
Total liabilities and stockholder's
equity............................ $4,752,533 $2,446,395
========== ==========

</TABLE>

See accompanying notes.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)

<TABLE>

POST-MERGER | POST-ACQUISITION | PRE-ACQUISITION
------------------------------------ | ----------------------------------- | ---------------
For the period | For the period For the period | For the period
For the year October 25,1997 | January 1,1997 August 14, 1996 | January 1, 1996
ended through | through through | through
December 31, 1998 December 31, 1997 | October 24, 1997 December 31, 1996 | August 13, 1996
----------------- ----------------- | ---------------- ----------------- | ---------------
<S> <C> <C> | <C> <C> | <C>
REVENUES: | |
Annuity and interest sensitive | |
life product charges........ $ 39,119 $ 3,834 | $ 18,288 $ 8,768 | $12,259
Management fee revenue....... 4,771 508 | 2,262 877 | 1,390
Net investment income........ 42,485 5,127 | 21,656 5,795 | 4,990
Realized gains (losses) on | |
investments................. (1,491) 15 | 151 42 | (420)
Other income................. 5,569 236 | 426 486 | 70
--------- -------- | -------- ------- | -------
90,453 9,720 | 42,783 15,968 | 18,289
| |
| |
INSURANCE BENEFITS AND EXPENSES: | |
Annuity and interest sensitive | |
life benefits: | |
Interest credited to account | |
balances..................... 94,845 7,413 | 19,276 5,741 | 4,355
Benefit claims incurred in | |
excess of account balances... 2,123 -- | 125 1,262 | 915
Underwriting, acquisition | |
and insurance expenses: | |
Commissions.................. 121,171 9,437 | 26,818 9,866 | 16,549
General expenses............. 37,577 3,350 | 13,907 5,906 | 9,422
Insurance taxes.............. 4,140 450 | 1,889 672 | 1,225
Policy acquisition costs | |
deferred................... (197,796) (13,678) | (29,003) (11,712) | (19,300)
Amortization: | |
Deferred policy acquisition | |
costs..................... 5,148 892 | 1,674 244 | 2,436
Value of purchased insurance | |
in force.................. 4,724 948 | 5,225 2,745 | 951
Goodwill.................... 3,778 630 | 1,398 589 | --
--------- --------- | -------- ------ | -------
75,710 9,442 | 41,309 15,313 | 16,553
| |
Interest expense............... 4,390 557 | 2,082 85 | --
--------- --------- | -------- ------ | -------
80,100 9,999 | 43,391 15,398 | 16,553
--------- --------- | -------- ------ | -------
Income (loss) before income | |
taxes........................ 10,353 (279) | (608) 570 | 1,736
| |
Income taxes................... 5,279 146 | (1,337) 220 | (1,463)
--------- --------- | -------- ------ | -------
Net income (loss).............. $ 5,074 $ (425) | $ 729 $ 350 | $ 3,199
========= ========= | ======== ======= | ========

</TABLE>

See accompanying notes.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(Dollars in thousands)

<TABLE>

Accumulated
Redeemable Additional Other Retained Total
Common Preferred Paid-in Comprehensive Earnings Stockholder's
Stock Stock Capital Income (Loss) (Deficit) Equity
------------------------------------------------------------------------------
PRE-ACQUISITION
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1996........ $2,500 $50,000 $ 45,030 $ 658 $ (63) $ 98,125
Comprehensive income:
Net income...................... -- -- -- -- 3,199 3,199
Change in net unrealized
investment gains (losses)..... -- -- -- (1,175) -- (1,175)
---------
Comprehensive income............. 2,024
Preferred stock dividends........ -- -- -- -- (719) (719)
------ ------- -------- ------- ------ ---------
Balance at August 13, 1996........ $2,500 $50,000 $ 45,030 $ (517) $2,417 $ 99,430
====== ======= ======== ======== ====== =========
</TABLE>

<TABLE>
------------------------------------------------------------------------------
POST-ACQUISITION
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at August 14, 1996........ $2,500 $50,000 $ 87,372 -- -- $139,872
Comprehensive income:
Net income...................... -- -- -- -- $ 350 350
Change in net unrealized
investment gains (losses)...... -- -- -- $ 262 -- 262
--------
Comprehensive income............. 612
Contribution of preferred stock
to additional paid-in capital... -- (50,000) 50,000 -- -- --
------ ------- -------- ------- ------ --------
Balance at December 31, 1996...... 2,500 -- 137,372 262 350 140,484
Comprehensive income:
Net income...................... -- -- -- -- 729 729
Change in net unrealized
investment gains (losses)...... -- -- -- 1,543 -- 1,543
--------
Comprehensive income............. 2,272
Contribution of capital.......... -- -- 1,121 -- -- 1,121
------ ------- -------- ------- ------ --------
Balance at October 24, 1997 $2,500 -- $138,493 $1,805 $1,079 $143,877
====== ======= ======== ====== ====== ========
</TABLE>

<TABLE>
------------------------------------------------------------------------------
POST-MERGER
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at October 25, 1997....... $2,500 -- $224,997 -- -- $227,497
Comprehensive loss:
Net loss....................... -- -- -- -- $ (425) (425)
Change in net unrealized
investment gains (losses)...... -- -- -- $ 241 -- 241
--------
Comprehensive loss............... (184)
------ ------- -------- ------- ------ --------
Balance at December 31, 1997...... 2,500 -- 224,997 241 (425) 227,313
Comprehensive income:
Net income...................... -- -- -- -- 5,074 5,074
Change in net unrealized
investment gains (losses)...... -- -- -- (1,136) -- (1,136)
--------
Comprehensive income............. 3,938
Contribution of capital.......... -- -- 122,500 -- -- 122,500
Other............................ -- -- 143 -- -- 143
------ ------- -------- ------- ------ --------
Balance at December 31, 1998...... $2,500 -- $347,640 $ (895) $4,649 $353,894
====== ======= ======== ======= ====== ========
</TABLE>

See accompanying notes.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

<TABLE>

POST-MERGER | POST-ACQUISITION | PRE-ACQUISITION
------------------------------------ | ----------------------------------- | ---------------
For the period | For the period For the period | For the period
For the year October 25,1997 | January 1,1997 August 14, 1996 | January 1, 1996
ended through | through through | through
December 31, 1998 December 31, 1997 | October 24, 1997 December 31, 1996 | August 13, 1996
----------------- ----------------- | ---------------- ----------------- | ---------------
<S> <C> <C> | <C> <C> | <C>
OPERATING ACTIVITIES | |
Net income (loss)............ $ 5,074 $ (425) | $ 729 $ 350 | $ 3,199
Adjustments to reconcile net | |
income (loss) to net cash | |
provided by (used in) | |
operations: | |
Adjustments related to annuity | |
and interest sensitive life | |
products: | |
Interest credited and other | |
charges on interest | |
sensitive products........ 94,690 7,361 | 19,177 5,106 | 4,472
Change in unearned | |
revenues.................. 2,651 1,189 | 3,292 2,063 | 2,084
Decrease (increase) in | |
accrued investment income.. (3,222) 1,205 | (3,489) (877) | (2,494)
Policy acquisition costs | |
deferred................... (197,796) (13,678) | (29,003) (11,712) | (19,300)
Amortization of deferred | |
policy acquisition costs... 5,148 892 | 1,674 244 | 2,436
Amortization of value of | |
purchased insurance in | |
force...................... 4,724 948 | 5,225 2,745 | 951
Change in other assets, | |
other liabilities and | |
accrued income taxes....... 9,891 4,205 | (8,944) (96) | 4,672
Provision for depreciation | |
and amortization........... 8,147 1,299 | 3,203 1,242 | 703
Provision for deferred | |
income taxes............... 5,279 146 | 316 220 | (1,463)
Realized (gains) losses on | |
investments................ 1,491 (15) | (151) (42) | 420
--------- -------- | -------- -------- | ---------
Net cash provided by (used | |
in)operating activities..... (63,923) 3,127 | (7,971) (757) | (4,320)
| |
INVESTING ACTIVITIES | |
Sale, maturity or repayment | |
of investments: | |
Fixed maturities - available | |
for sale 145,253 9,871 | 39,622 47,453 | 55,091
Mortgage loans on real | |
estate..................... 3,791 1,644 | 5,828 40 | --
Short-term investments-net.. -- -- | 11,415 2,629 | 354
--------- -------- | -------- -------- | ---------
149,044 11,515 | 56,865 50,122 | 55,445
Acquisition of investments: | |
Fixed maturities - available | |
for sale................... (476,523) (29,596) | (155,173) (147,170) | (184,589)
Equity securities........... (10,000) (1) | (4,865) (5) | --
Mortgage loans on real | |
estate..................... (16,390) (14,209) | (44,481) (31,499) | --
Policy loans - net.......... (2,940) (328) | (3,870) (637) | (1,977)
Short-term investments-net.. (26,692) (13,244) | -- -- | --
--------- -------- | -------- -------- | ---------
(532,545) (57,378) | (208,389) (179,311) | (186,566)
Purchase of property and | |
equipment................... (6,485) (252) | (875) (137) | --
--------- -------- | -------- -------- | ---------
Net cash used in investing | |
activities.................. (389,986) (46,115) | (152,399) (129,326) | (131,121)

</TABLE>
See accompanying notes.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollars in thousands)

<TABLE>

POST-MERGER | POST-ACQUISITION | PRE-ACQUISITION
------------------------------------ | ----------------------------------- | ---------------
For the period | For the period For the period | For the period
For the year October 25,1997 | January 1,1997 August 14, 1996 | January 1, 1996
ended through | through through | through
December 31, 1998 December 31, 1997 | October 24, 1997 December 31, 1996 | August 13, 1996
----------------- ----------------- | ---------------- ----------------- | ---------------
<S> <C> <C> | <C> <C> | <C>
FINANCING ACTIVITIES | |
Proceeds from issuance of | |
surplus note................ $ 60,000 -- | -- $ 25,000 | --
Proceeds from reciprocal loan | |
agreement borrowings........ 500,722 -- | -- -- | --
Repayment of reciprocal loan | |
agreement borrowings........ (500,722) -- | -- -- | --
Proceeds from revolving | |
note payable................ 108,495 -- | -- -- | --
Repayment of revolving note | |
payable..................... (108,495) -- | -- -- | --
Proceeds from line of credit | |
borrowings.................. -- $10,119 | $ 97,124 -- | --
Repayment of line of credit | |
borrowings................... -- (2,207) | (80,977) -- | --
Receipts from annuity and | |
interest sensitive life | |
policies credited to | |
account balances............ 593,428 62,306 | 261,549 116,819 | $149,750
Return of account balances | |
on annuity and interest | |
sensitive life policies..... (72,649) (6,350) | (13,931) (3,315) | (2,695)
Net reallocations to Separate | |
Accounts (239,671) (17,017) | (93,069) (10,237) | (8,286)
Contributions of capital by | |
parent...................... 98,441 -- | 1,011 -- | --
Dividends paid on preferred | |
stock....................... -- -- | -- -- | (719)
-------- ------- | ------- ------- | -----
Net cash provided by | |
financing activities........ 439,549 46,851 | 171,707 128,267 | 138,050
--------- -------- | ------- ------- | -------
Increase (decrease) in cash | |
and cash equivalents........ (14,360) 3,863 | 11,337 (1,816) | 2,609
Cash and cash equivalents at | |
beginning of period......... 21,039 17,176 | 5,839 7,655 | 5,046
-------- ------- | ------- ------- | -------
Cash and cash equivalents at | |
end of period............... $ 6,679 $21,039 | $ 17,176 $ 5,839 | $ 7,655
========= ======= | ========= ======== | ========
SUPPLEMENTAL DISCLOSURE | |
OF CASH FLOW INFORMATION | |
Cash paid during the period | |
for: | |
Interest.................... $ 4,305 $ 295 | $ 1,912 -- | --
Income taxes................ 99 -- | 283 -- | --
Non-cash financing activities: | |
Non-cash adjustment to | |
additional paid-in capital | |
for adjusted merger costs.. 143 -- | -- -- | --
Contribution of property and | |
equipment from EIC Variable, | |
Inc. net of $353 of | |
accumulated depreciation... -- -- | 110 -- | --
Contribution of capital from | |
parent to repay line of | |
credit borrowings.......... 24,059 -- | -- -- | --

</TABLE>

See accompanying notes.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The consolidated financial statements include Golden American Life
Insurance Company ("Golden American") and its wholly owned
subsidiary, First Golden American Life Insurance Company of New
York ("First Golden," and with Golden American, collectively, the
"Companies"). All significant intercompany accounts and
transactions have been eliminated.

ORGANIZATION

Golden American, a wholly owned subsidiary of Equitable of Iowa
Companies, Inc., offers variable insurance products and is
licensed as a life insurance company in the District of Columbia
and all states except New York. On January 2, 1997 and December
23, 1997, First Golden became licensed to sell insurance products
in New York and Delaware, respectively. The Companies' products
are marketed by broker/dealers, financial institutions and
insurance agents. The Companies' primary customers are consumers
and corporations.

On October 24, 1997, PFHI Holding, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of
Equitable of Iowa Companies ("Equitable") according to the terms
of an Agreement and Plan of Merger ("Merger Agreement") dated July
7, 1997 among Equitable, PFHI and ING Groep N.V. ("ING"). PFHI is
a wholly owned subsidiary of ING, a global financial services
holding company based in The Netherlands. As a result of this
transaction, Equitable was merged into PFHI, which was
simultaneously renamed Equitable of Iowa Companies, Inc. ("EIC" or
the "Parent"), a Delaware corporation. See Note 6 for additional
information regarding the merger.

On August 13, 1996, Equitable acquired all of the outstanding
capital stock of BT Variable, Inc. (subsequently known as EIC
Variable, Inc.) and its wholly owned subsidiaries, Golden American
and Directed Services, Inc. ("DSI") from Whitewood Properties
Corporation ("Whitewood"). See Note 7 for additional information
regarding the acquisition.

For financial statement purposes, the ING merger was accounted for
as a purchase effective October 25, 1997 and the change in control
of Golden American through the acquisition of BT Variable, Inc.
was accounted for as a purchase effective August 14, 1996. The
merger and acquisition resulted in new bases of accounting
reflecting estimated fair values of assets and liabilities at
their respective dates. As a result, the Companies' financial
statements for the periods after October 24, 1997 are presented on
the Post-Merger new basis of accounting, for the period August 14,
1996 through October 24, 1997 are presented on the Post-
Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented on the Pre-Acquisition basis of accounting.

INVESTMENTS

Fixed Maturities: The Companies account for their investments
under the Statement of Financial Accounting Standards ("SFAS") No.
115, "Accounting for Certain Investments in Debt and Equity
Securities," which requires fixed maturities to be designated as
either "available for sale," "held for investment" or "trading."
Sales of fixed maturities designated as "available for sale" are
not restricted by SFAS No. 115. Available for sale securities are
reported at fair value and unrealized gains and losses on these
securities are included directly in stockholder's equity, after
adjustment for related changes in value

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

of purchased insurance in force ("VPIF"), deferred policy acquisition
costs ("DPAC") and deferred income taxes. At December 31, 1998 and 1997,
all of the Companies' fixed maturities are designated as available
for sale, although the Companies are not precluded from designating
fixed maturities as held for investment or trading at some future date.

Securities determined to have a decline in value that is other
than temporary are written down to estimated fair value, which
becomes the new cost basis by a charge to realized losses in the
Companies' Statements of Operations. Premiums and discounts are
amortized/accrued utilizing a method which results in a constant
yield over the securities' expected lives. Amortization/accrual of
premiums and discounts on mortgage and other asset-backed
securities incorporates a prepayment assumption to estimate the
securities' expected lives.

Equity Securities: Equity securities are reported at estimated
fair value if readily marketable. The change in unrealized
appreciation and depreciation of marketable equity securities (net
of related deferred income taxes, if any) is included directly in
stockholder's equity. Equity securities determined to have a
decline in value that is other than temporary are written down to
estimated fair value, which then becomes the new cost basis by a
charge to realized losses in the Companies' Statements of
Operations.

Mortgage Loans: Mortgage loans on real estate are reported at cost
adjusted for amortization of premiums and accrual of discounts. If
the value of any mortgage loan is determined to be impaired (i.e.,
when it is probable the Companies will be unable to collect all
amounts due according to the contractual terms of the loan
agreement), the carrying value of the mortgage loan is reduced to
the present value of expected future cash flows from the loan
discounted at the loan's effective interest rate, or to the loan's
observable market price, or the fair value of the underlying
collateral. The carrying value of impaired loans is reduced by the
establishment of a valuation allowance which is adjusted at each
reporting date for significant changes in the calculated value of
the loan. Changes in this valuation allowance are charged or
credited to income.

Other Investments: Policy loans are reported at unpaid principal.
Short-term investments are reported at cost, adjusted for
amortization of premiums and accrual of discounts.

Realized Gains and Losses: Realized gains and losses are
determined on the basis of specific identification and average
cost methods for manager initiated and issuer initiated disposals,
respectively.

Fair Values: Estimated fair values, as reported herein, of
conventional mortgage-backed securities not actively traded in a
liquid market and publicly traded fixed maturities are estimated
using a third party pricing system. This pricing system uses a
matrix calculation assuming a spread over U.S. Treasury bonds
based upon the expected average lives of the securities. Fair
values of private placement bonds are estimated using a matrix
that assumes a spread (based on interest rates and a risk
assessment of the bonds) over U.S. Treasury bonds. Estimated fair
values of equity securities which consist of the Companies'
investment in its registered separate accounts are based upon the
quoted fair value of the securities comprising the individual
portfolios underlying the separate accounts.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH AND CASH EQUIVALENTS

For purposes of the accompanying Statements of Cash Flows, the
Companies consider all demand deposits and interest-bearing
accounts not related to the investment function to be cash
equivalents. All interest-bearing accounts classified as cash
equivalents have original maturities of three months or less.

DEFERRED POLICY ACQUISITION COSTS

Certain costs of acquiring new insurance business, principally
first year commissions and interest bonuses, extra credit bonuses
and other expenses related to the production of new business, have
been deferred. Acquisition costs for variable annuity and variable
life products are being amortized generally in proportion to the
present value (using the assumed crediting rate) of expected
future gross profits. This amortization is adjusted
retrospectively when the Companies revise their estimate of
current or future gross profits to be realized from a group of
products. DPAC is adjusted to reflect the pro forma impact of
unrealized gains and losses on fixed maturities the Companies have
designated as "available for sale" under SFAS No. 115.

VALUE OF PURCHASED INSURANCE IN FORCE

As a result of the merger and the acquisition, a portion of the
purchase price related to each transaction was allocated to the
right to receive future cash flows from existing insurance
contracts. This allocated cost represents VPIF which reflects the
value of those purchased policies calculated by discounting
actuarially determined expected future cash flows at the discount
rate determined by the purchaser. Amortization of VPIF is charged
to expense in proportion to expected gross profits of the
underlying business. This amortization is adjusted retrospectively
when the Companies revise the estimate of current or future gross
profits to be realized from the insurance contracts acquired. VPIF
is adjusted to reflect the pro forma impact of unrealized gains
and losses on available for sale fixed maturities. See Notes 6 and
7 for additional information on VPIF resulting from the merger and
acquisition.

PROPERTY AND EQUIPMENT

Property and equipment primarily represent leasehold improvements,
office furniture, certain other equipment and capitalized computer
software and are not considered to be significant to the
Companies' overall operations. Property and equipment are reported
at cost less allowances for depreciation. Depreciation expense is
computed primarily on the basis of the straight-line method over
the estimated useful lives of the assets.

GOODWILL

Goodwill was established as a result of the merger and is being
amortized over 40 years on a straight-line basis. Goodwill
established as a result of the acquisition was being amortized
over 25 years on a straight-line basis. See Notes 6 and 7 for
additional information on the merger and acquisition.

FUTURE POLICY BENEFITS

Future policy benefits for divisions with fixed interest
guarantees of the variable products are established utilizing the
retrospective deposit accounting method. Policy reserves represent
the premiums received plus accumulated interest, less mortality
and administration charges. Interest credited to these policies
ranged from 3.00% to 10.00% during 1998, 3.30% to 8.25% during
1997 and 4.00% to 7.25% during 1996. The unearned revenue reserve
represents unearned distribution fees. These distribution fees
have been deferred and are amortized over the life of the
contracts in proportion to expected gross profits.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

SEPARATE ACCOUNTS

Assets and liabilities of the separate accounts reported in the
accompanying Balance Sheets represent funds separately
administered principally for variable annuity and variable life
contracts. Contractholders, rather than the Companies, bear the
investment risk for the variable products. At the direction of the
contractholders, the separate accounts invest the premiums from
the sale of variable products in shares of specified mutual funds.
The assets and liabilities of the separate accounts are clearly
identified and segregated from other assets and liabilities of the
Companies. The portion of the separate account assets equal to the
reserves and other liabilities of variable annuity and variable
life contracts cannot be charged with liabilities arising out of
any other business the Companies may conduct.

Variable separate account assets are carried at fair value of the
underlying investments and generally represent contractholder
investment values maintained in the accounts. Variable separate
account liabilities represent account balances for the variable
annuity and variable life contracts invested in the separate
accounts; the fair value of these liabilities is equal to their
carrying amount. Net investment income and realized and unrealized
capital gains and losses related to separate account assets are
not reflected in the accompanying Statements of Operations.

Product charges recorded by the Companies from variable products
consist of charges applicable to each contract for mortality and
expense risk, cost of insurance, contract administration and
surrender charges. In addition, some variable annuity and all
variable life contracts provide for a distribution fee collected
for a limited number of years after each premium deposit. Revenue
recognition of collected distribution fees is amortized over the
life of the contract in proportion to its expected gross profits.
The balance of unrecognized revenue related to the distribution
fees is reported as an unearned revenue reserve.

DEFERRED INCOME TAXES

Deferred tax assets or liabilities are computed based on the
difference between the financial statement and income tax bases of
assets and liabilities using the enacted marginal tax rate.
Deferred tax assets or liabilities are adjusted to reflect the pro
forma impact of unrealized gains and losses on equity securities
and fixed maturities the Companies have designated as available
for sale under SFAS No. 115. Changes in deferred tax assets or
liabilities resulting from this SFAS No. 115 adjustment are
charged or credited directly to stockholder's equity. Deferred
income tax expenses or credits reflected in the Companies'
Statements of Operations are based on the changes in the deferred
tax asset or liability from period to period (excluding the SFAS
No. 115 adjustment).

DIVIDEND RESTRICTIONS

Golden American's ability to pay dividends to its Parent is
restricted. Prior approval of insurance regulatory authorities is
required for payment of dividends to the stockholder which exceed
an annual limit. During 1999, Golden American cannot pay dividends
to its Parent without prior approval of statutory authorities.

Under the provisions of the insurance laws of the State of New
York, First Golden cannot distribute any dividends to its
stockholder unless a notice of its intent to declare a dividend
and the amount of the dividend has been filed at least thirty days
in advance of the proposed declaration. If the Superintendent
finds the financial condition of First Golden does not warrant the
distribution, the Superintendent may disapprove the distribution
by giving written notice to First Golden within thirty days after
the filing.
81

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

SEGMENT REPORTING

As of December 31, 1998, the Companies adopted the SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 131 superseded SFAS No. 14, "Financial
Reporting for Segments of a Business Enterprise." SFAS No. 131
establishes standards for the way public business enterprises
report information about operating segments in annual financial
statements and requires enterprises to report selected information
about operating segments in interim financial reports. SFAS No.
131 also establishes standards for related disclosures about
products and services, geographic areas and major customers.

The Companies manage their business as one segment, the sale of
variable products designed to meet customer needs for tax-
advantaged methods of saving for retirement and protection from
unexpected death. Variable products are sold to consumers and
corporations throughout the United States. The adoption of SFAS
No. 131 did not affect the results of operations or financial
position of the Companies.

USE OF ESTIMATES

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions affecting the amounts reported in
the financial statements and accompanying notes. Actual results
could differ from those estimates.

Management is required to utilize historical experience and
assumptions about future events and circumstances in order to
develop estimates of material reported amounts and disclosures.
Included among the material (or potentially material) reported
amounts and disclosures that require extensive use of estimates
and assumptions are (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values
of policyholder liabilities, (2) policyholder liabilities, (3)
deferred policy acquisition costs and value of purchased insurance
in force, (4) fair values of assets and liabilities recorded as a
result of merger and acquisition transactions, (5) asset valuation
allowances, (6) guaranty fund assessment accruals, (7) deferred
tax benefits (liabilities) and (8) estimates for commitments and
contingencies including legal matters, if a liability is
anticipated and can be reasonably estimated. Estimates and
assumptions regarding all of the proceeding are inherently subject
to change and are reassessed periodically. Changes in estimates
and assumptions could materially impact the financial statements.

RECLASSIFICATIONS

Certain amounts in the financial statements for the periods ended
within the years ended December 31, 1997 and 1996 have been
reclassified to conform to the December 31, 1998 financial
statement presentation.

2. BASIS OF FINANCIAL REPORTING

The financial statements of the Companies differ from related
statutory-basis financial statements principally as follows: (1)
acquisition costs of acquiring new business are deferred and
amortized over the life of the policies rather than charged to
operations as incurred; (2) an asset representing the present
value of future cash flows from insurance contracts acquired was
established as a result of the merger/acquisition and is amortized
and charged to expense; (3) future policy benefit reserves for
divisions with fixed interest guarantees of the variable products
are based on full account values, rather than the greater of cash
surrender value or amounts derived from discounting methodologies
utilizing statutory interest rates; (4) reserves are reported
before reduction for reserve credits related to

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

2. BASIS OF FINANCIAL REPORTING (continued)

reinsurance ceded and a receivable is established, net of an allowance
for uncollectible amounts, for these credits rather than presented net
of these credits; (5) fixed maturity investments are designated as
"available for sale" and valued at fair value with unrealized
appreciation/depreciation, net of adjustments to value of
purchased insurance in force, deferred policy acquisition costs
and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity rather than valued at amortized
cost; (6) the carrying value of fixed maturities is reduced to
fair value by a charge to realized losses in the Statements of
Operations when declines in carrying value are judged to be other
than temporary, rather than through the establishment of a formula-
determined statutory investment reserve (carried as a liability),
changes in which are charged directly to surplus; (7) deferred
income taxes are provided for the difference between the financial
statement and income tax bases of assets and liabilities; (8) net
realized gains or losses attributed to changes in the level of
interest rates in the market are recognized when the sale is
completed rather than deferred and amortized over the remaining
life of the fixed maturity security; (9) a liability is
established for anticipated guaranty fund assessments, net of
related anticipated premium tax credits, rather than capitalized
when assessed and amortized in accordance with procedures
permitted by insurance regulatory authorities; (10) revenues for
variable products consist of policy charges applicable to each
contract for the cost of insurance, policy administration charges,
amortization of policy initiation fees and surrender charges
assessed rather than premiums received; (11) the financial
statements of Golden American's wholly owned subsidiary are
consolidated rather than recorded at the equity in net assets;
(12) surplus notes are reported as liabilities rather than as
surplus; and (13) assets and liabilities are restated to fair
values when a change in ownership occurs, with provisions for
goodwill and other intangible assets, rather than continuing to be
presented at historical cost.

The net loss for Golden American as determined in accordance with
statutory accounting practices was $68,002,000 in 1998, $428,000
in 1997 and $9,188,000 in 1996. Total statutory capital and
surplus was $183,045,000 at December 31, 1998 and $76,914,000 at
December 31, 1997.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

3. INVESTMENT OPERATIONS

INVESTMENT RESULTS

Major categories of net investment income are summarized below:

<TABLE>

</TABLE>

Realized gains (losses) on investments are as follows:

<TABLE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

3. INVESTMENT OPERATIONS (continued)

The change in unrealized appreciation (depreciation) of securities
at fair value is as follows:

<TABLE>

At December 31, 1998 and December 31, 1997, amortized cost, gross
unrealized gains and losses and estimated fair values of fixed
maturities, all of which are designated as available for sale, are
as follows:

<TABLE>
POST-MERGER
---------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C>
DECEMBER 31, 1998
U.S. government and governmental
agencies and authorities............. $ 13,568 $ 182 $ (8) $ 13,742
Foreign governments................... 2,028 8 -- 2,036
Public utilities...................... 67,710 546 (447) 67,809
Corporate securities.................. 365,569 4,578 (2,658) 367,489
Other asset-backed securities......... 99,877 281 (1,046) 99,112
Mortgage-backed securities............ 191,020 1,147 (370) 191,797
-------- ------ ------- --------
Total................................. $739,772 $6,742 $(4,529) $741,985
======== ====== ======= ========

DECEMBER 31, 1997
U.S. government and governmental
agencies and authorities............ $ 5,705 $ 5 $ (1) $ 5,709
Foreign governments................... 2,062 -- (9) 2,053
Public utilities...................... 26,983 55 (4) 27,034
Corporate securities.................. 259,798 1,105 (242) 260,661
Other asset-backed securities......... 3,155 32 -- 3,187
Mortgage-backed securities............ 115,585 202 (30) 115,757
-------- ------ ------- --------
Total................................. $413,288 $1,399 $ (286) $414,401
======== ====== ======= ========

</TABLE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

3. INVESTMENT OPERATIONS (continued)

At December 31, 1998, net unrealized investment gains on fixed
maturities designated as available for sale totaled $2,213,000.
Appreciation of $1,005,000 was included in stockholder's equity at
December 31, 1998 (net of an adjustment of $203,000 to VPIF, an
adjustment of $455,000 to DPAC and deferred income taxes of
$550,000). Short-term investments with maturities of 30 days or
less have been excluded from the above schedules. Amortized cost
approximates fair value for these securities.

Amortized cost and estimated fair value of fixed maturities
designated as available for sale, by contractual maturity, at
December 31, 1998 are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right
to call or prepay obligations with or without call or prepayment
penalties.

POST-MERGER
---------------------------
Amortized Estimated
December 31, 1998 Cost Fair Value
- ----------------------------------------------------------------------
(Dollars in thousands)
Due within one year...................... $ 50,208 $ 50,361
Due after one year through five years.... 310,291 311,943
Due after five years through ten years... 78,264 78,541
Due after ten years...................... 10,112 10,231
------- -------
448,875 451,076
Other asset-backed securities............ 99,877 99,112
Mortgage-backed securities............... 191,020 191,797
-------- --------
Total.................................... $739,772 $741,985
======== ========

An analysis of sales, maturities and principal repayments of the
Companies' fixed maturities portfolio is as follows:

<TABLE>

Gross Gross Proceeds
Amortized Realized Realized from
Cost Gains Losses Sale
--------- -------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C>
POST-MERGER
For the year ended December 31, 1998:
Scheduled principal repayments,
calls and tenders...................... $102,504 $ 60 $ (3) $102,561
Sales................................... 43,204 518 (1,030) 42,692
-------- ---- ------- --------
Total................................... $145,708 $578 $(1,033) $145,253
======== ==== ======= ========

For the period October 25, 1997 through
December 31, 1997:
Scheduled principal repayments,
calls and tenders..................... $ 6,708 $ 2 -- $ 6,710
Sales.................................. 3,138 23 -- 3,161
-------- ---- ------- --------
Total.................................. $ 9,846 $ 25 -- $ 9,871
======== ==== ======= ========

</TABLE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

3. INVESTMENT OPERATIONS (continued)

<TABLE>

Gross Gross Proceeds
Amortized Realized Realized from
Cost Gains Losses Sale
--------- -------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C>
POST- ACQUISITION
For the period January 1, 1997 through
October 24, 1997:
Scheduled principal repayments,
calls and tenders..................... $25,419 -- -- $25,419
Sales.................................. 14,052 $153 $ (2) 14,203
------- ---- ---- -------
Total.................................. $39,471 $153 $ (2) $39,622
======= ==== ==== =======
For the period August 14, 1996 through
December 31, 1996:
Scheduled principal repayments,
calls and tenders.................... $ 1,612 -- -- $ 1,612
Sales................................. 45,799 $115 $(73) 45,841
------- ---- ---- -------
Total................................. $47,411 $115 $(73) $47,453
======= ==== ==== =======

PRE-ACQUISITION
For the period January 1, 1996 through
August 13, 1996:
Scheduled principal repayments,
calls and tenders.................... $ 1,801 -- -- $ 1,801
Sales................................. 53,710 $152 $(572) 53,290
------- ---- ----- -------
Total................................. $55,511 $152 $(572) $55,091
======= ==== ===== =======

</TABLE>

Investment Valuation Analysis: The Companies analyze the
investment portfolio at least quarterly in order to determine if
the carrying value of any investment has been impaired. The
carrying value of debt and equity securities is written down to
fair value by a charge to realized losses when an impairment in
value appears to be other than temporary. During the year ended
December 31, 1998, Golden American recognized a loss on two fixed
maturity investments of $973,000. During 1997 and 1996, no
investments were identified as having an other than temporary
impairment.

Investments on Deposit: At December 31, 1998 and 1997, affidavits
of deposits covering bonds with a par value of $6,470,000 and
$6,605,000, respectively, were on deposit with regulatory
authorities pursuant to certain statutory requirements.

Investment Diversifications: The Companies' investment policies
related to the investment portfolio require diversification by
asset type, company and industry and set limits on the amount
which can be invested in an individual issuer. Such policies are
at least as restrictive as those set forth by regulatory
authorities. The following percentages relate to holdings at
December 31, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (26% in 1998, 30% in 1997),
conventional mortgage-backed securities (25% in 1998, 13% in
1997), financial companies (19% in 1998, 24% in 1997), other asset-
backed securities (11% in 1998) and various government bonds and
government or agency mortgage-backed securities (5% in 1998, 17%
in 1997). Mortgage loans on real estate have been analyzed

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

3. INVESTMENT OPERATIONS (continued)

by geographical location with concentrations by state identified as
California (12% in 1998 and 1997), Utah (11% in 1998, 13% in 1997)
and Georgia (10% in 1998, 11% in 1997). There are no other
concentrations of mortgage loans in any state exceeding ten
percent at December 31, 1998 and 1997. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (36% in 1998, 43% in
1997), industrial buildings (32% in 1998, 33% in 1997) and retail
facilities (20% in 1998, 15% in 1997). Equity securities are not
significant to the Companies' overall investment portfolio.

No investment in any person or its affiliates (other than bonds
issued by agencies of the United States government) exceeded ten
percent of stockholder's equity at December 31, 1998.

4. COMPREHENSIVE INCOME

As of January 1, 1998, the Companies adopted the SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes new
rules for the reporting and display of comprehensive income and
its components; however, the adoption of this statement had no
impact on the Companies' net income or stockholder's equity. SFAS
No. 130 requires unrealized gains or losses on the Companies'
available for sale securities (net of VPIF, DPAC and deferred
income taxes) to be included in other comprehensive income. Prior
to the adoption of SFAS No. 130, unrealized gains (losses) were
reported separately in stockholder's equity. Prior year financial
statements have been reclassified to conform to the requirements
of SFAS No. 130.

Total comprehensive income (loss) for the Companies includes
$1,015,000 for the year ended December 31, 1998 for First Golden
($159,000, $536,000 and $(57,000), respectively, for the periods
October 25, 1997 through December 31, 1997, January 1, 1997
through October 24, 1997 and December 17, 1996 through December
31, 1996). Other comprehensive income excludes net investment
gains (losses) included in net income which merely represent
transfers from unrealized to realized gains and losses. These
amounts total $(2,133,000) in 1998. Such amounts, which have been
measured through the date of sale, are net of income taxes and
adjustments to VPIF and DPAC totaling $705,000 in 1998.

5. FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments," requires disclosure of estimated fair value of all
financial instruments, including both assets and liabilities
recognized and not recognized in a company's balance sheet, unless
specifically exempted. SFAS No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments,"
requires additional disclosures about derivative financial
instruments. Most of the Companies' investments, investment
contracts and debt fall within the standards' definition of a
financial instrument. Fair values for the Companies' insurance
contracts other than investment contracts are not required to be
disclosed. In cases where quoted market prices are not available,
estimated fair values are based on estimates using present value
or other valuation techniques. Those techniques are significantly
affected by the assumptions used, including the discount rate and
estimates of future cash flows. Accounting, actuarial and
regulatory bodies are continuing to study the methodologies to be
used in developing fair value information, particularly as it
relates to such things as liabilities for insurance contracts.
Accordingly, care should be exercised in deriving conclusions
about the Companies' business or financial condition based on the
information presented herein.

The Companies closely monitor the composition and yield of
invested assets, the duration and interest credited on insurance
liabilities and resulting interest spreads and timing of cash
flows. These amounts
88

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

are taken into consideration in the Companies' overall management
of interest rate risk, which attempts to minimize exposure to changing
interest rates through the matching of investment cash flows with amounts
expected to be due under insurance contracts. These assumptions may not
result in values consistent with those obtained through an actuarial
appraisal of the Companies' business or values that might arise in
a negotiated transaction.

The following compares carrying values as shown for financial
reporting purposes with estimated fair values:

<TABLE>
POST-MERGER
-----------------------------------------------
December 31, 1998 December 31, 1997
---------------------- -----------------------
Estimated Estimated
Carrying Fair Carrying Fair
Value Value Value Value
----------- --------- ---------- -----------
(Dollars in thousands)
<S> <C> <C> <C> <C>
ASSETS
Fixed maturities, available
for sale...................... $ 741,985 $ 741,985 $ 414,401 $ 414,401
Equity securities.............. 11,514 11,514 3,904 3,904
Mortgage loans on real estate.. 97,322 99,762 85,093 86,348
Policy loans................... 11,772 11,772 8,832 8,832
Short-term investments......... 41,152 41,152 14,460 14,460
Cash and cash equivalents...... 6,679 6,679 21,039 21,039
Separate account assets........ 3,396,114 3,396,114 1,646,169 1,646,169

LIABILITIES
Annuity products............... 869,009 827,597 493,181 469,714
Surplus notes.................. 85,000 90,654 25,000 28,837
Line of credit with affiliate.. -- -- 24,059 24,059
Separate account liabilities... 3,396,114 3,396,114 1,646,169 1,646,169

</TABLE>

The following methods and assumptions were used by the Companies
in estimating fair values.

Fixed Maturities: Estimated fair values of conventional mortgage-
backed securities not actively traded in a liquid market and
publicly traded securities are estimated using a third party
pricing system. This pricing system uses a matrix calculation
assuming a spread over U.S. Treasury bonds based upon the expected
average lives of the securities.

Equity Securities: Estimated fair values of equity securities,
which consist of the Companies' investment in the portfolios
underlying its separate accounts, are based upon the quoted fair
value of individual securities comprising the individual
portfolios. For equity securities not actively traded, estimated
fair values are based upon values of issues of comparable returns
and quality.

Mortgage Loans on Real Estate: Fair values are estimated by
discounting expected cash flows, using interest rates currently
offered for similar loans.

Policy Loans: Carrying values approximate the estimated fair value
for policy loans.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

Short-Term Investments and Cash and Cash Equivalents: Carrying
values reported in the Companies' historical cost basis balance
sheet approximate estimated fair value for these instruments due
to their short-term nature.

Separate Account Assets: Separate account assets are reported at
the quoted fair values of the individual securities in the
separate accounts.

Annuity Products: Estimated fair values of the Companies'
liabilities for future policy benefits for the divisions of the
variable annuity products with fixed interest guarantees and for
supplemental contracts without life contingencies are stated at
cash surrender value, the cost the Companies would incur to
extinguish the liability.

Surplus Notes: Estimated fair value of the Companies' surplus
notes were based upon discounted future cash flows using a
discount rate approximating the Companies' return on invested
assets.

Line Of Credit With Affiliate: Carrying value reported in the
Companies' historical cost basis balance sheet approximates
estimated fair value for this instrument.

Separate Account Liabilities: Separate account liabilities are
reported at full account value in the Companies' historical cost
balance sheet. Estimated fair values of separate account
liabilities are equal to their carrying amount.

6. MERGER

Transaction: On October 23, 1997, Equitable's shareholders
approved the Merger Agreement dated July 7, 1997 among Equitable,
PFHI and ING. On October 24, 1997, PFHI, a Delaware corporation,
acquired all of the outstanding capital stock of Equitable
according to the Merger Agreement. PFHI is a wholly owned
subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn,
owned all the outstanding capital stock of Equitable Life
Insurance Company of Iowa ("Equitable Life") and Golden American
and their wholly owned subsidiaries. In addition, Equitable owned
all the outstanding capital stock of Locust Street Securities,
Inc. ("LSSI"), Equitable Investment Services, Inc. (subsequently
dissolved), DSI, Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds
Distributor, Inc.). In exchange for the outstanding capital stock
of Equitable, ING paid total consideration of approximately $2.1
billion in cash and stock and assumed approximately $400 million
in debt. As a result of this transaction, Equitable was merged
into PFHI, which was simultaneously renamed Equitable of Iowa
Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation.
All costs of the merger, including expenses to terminate certain
benefit plans, were paid by the Parent.

Accounting Treatment: The merger was accounted for as a purchase
resulting in a new basis of accounting, reflecting estimated fair
values for assets and liabilities at October 24, 1997. The
purchase price was allocated to EIC and its subsidiaries with
$227,497,000 allocated to the Companies. Goodwill was established
for the excess of the merger cost over the fair value of the net
assets and attributed to EIC and its subsidiaries including Golden
American and First Golden. The amount of goodwill allocated to the
Companies relating to the merger was $151,127,000 at the merger
date and is being amortized over 40 years on a straight-line
basis. The carrying value of goodwill will be reviewed
periodically for any indication of impairment in value. The
Companies' DPAC, previous balance of VPIF and unearned revenue
reserve, as of the merger date, were eliminated and a new asset of
$44,297,000 representing VPIF was established for all policies in
force at the merger date.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

6. Merger (continued)

Value of Purchased Insurance In Force: As part of the merger, a
portion of the acquisition cost was allocated to the right to
receive future cash flows from insurance contracts existing with
the Companies at the merger date. This allocated cost represents
VPIF reflecting the value of those purchased policies calculated
by discounting the actuarially determined expected future cash
flow at the discount rate determined by ING.

An analysis of the VPIF asset is as follows:

POST-MERGER
-------------------------------------
For the period
For the year October 25, 1997
ended through
December 31, 1998 December 31, 1997
----------------- -----------------
(Dollars in thousands)

Beginning balance................. $43,174 $44,297
-------- --------
Imputed interest.................. 2,802 1,004
Amortization...................... (7,753) (1,952)
Changes in assumptions of
timing of gross profits.......... 227 --
-------- --------
Net amortization.................. (4,724) (948)
Adjustment for unrealized gains
on available for sale
securities....................... (28) (175)
Adjustment for other receivables
and merger costs................. (2,445) --
-------- --------
Ending balance.................... $35,977 $43,174
======= =======
Interest is imputed on the unamortized balance of VPIF at a rate
of 7.38% for the year ended December 31, 1998 and 7.03% for the
period October 25, 1997 through December 31, 1997. The
amortization of VPIF, net of imputed interest, is charged to
expense. VPIF decreased $2,664,000 in the second quarter of 1998
to adjust the value of other receivables at merger date and
increased $219,000 in the first quarter of 1998 as a result of an
adjustment to the merger costs. VPIF is adjusted for the
unrealized gains (losses) on available for sale securities; such
changes are included directly in stockholder's equity. Based on
current conditions and assumptions as to the impact of future
events on acquired policies in force, the expected approximate net
amortization relating to VPIF as of December 31, 1998 is
$4,300,000 in 1999, $4,000,000 in 2000, $3,900,000 in 2001,
$3,700,000 in 2002 and $3,300,000 in 2003. Actual amortization may
vary based upon changes in assumptions and experience.

7. ACQUISITION

Transaction: On August 13, 1996, Equitable acquired all of the
outstanding capital stock of BT Variable from Whitewood, a wholly
owned subsidiary of Bankers Trust Company ("Bankers Trust"),
according to the terms of the Purchase Agreement dated May 3, 1996
between Equitable and Whitewood. In exchange for the outstanding
capital stock of BT Variable, Equitable paid the sum of
$93,000,000 in cash to Whitewood in accordance with the terms of
the Purchase Agreement. Equitable also paid the sum of $51,000,000
in cash to Bankers Trust to retire certain debt owed by BT
Variable to Bankers Trust pursuant to a revolving credit arrangement.
After the acquisition, the BT Variable, Inc. name was changed to EIC
Variable, Inc. On April 30, 1997, EIC Variable, Inc. was liquidated
and its investments in

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

7. Acquisition (continued)

Golden American and DSI were transferred to Equitable, while the
remainder of its net assets were contributed to Golden American.
On December 30, 1997, EIC Variable, Inc. was dissolved.

Accounting Treatment: The acquisition was accounted for as a
purchase resulting in a new basis of accounting, which reflected
estimated fair values for assets and liabilities at August 13,
1996. The purchase price was allocated to the three companies
purchased - BT Variable, DSI and Golden American. The allocation
of the purchase price to Golden American was approximately
$139,872,000. Goodwill was established for the excess of the
purchase price over the fair value of the net assets acquired and
attributed to Golden American. The amount of goodwill relating to
the acquisition was $41,113,000 and was amortized over 25 years on
a straight-line basis until the October 24, 1997 merger with ING.
Golden American's DPAC, previous balance of VPIF and unearned
revenue reserve, as of the acquisition date, were eliminated and
an asset of $85,796,000 representing VPIF was established for all
policies in force at the acquisition date.

Value of Purchased Insurance In Force: As part of the
acquisition, a portion of the acquisition cost was allocated to
the right to receive future cash flows from the insurance
contracts existing with Golden American at the date of
acquisition. This allocated cost represents VPIF reflecting the
value of those purchased policies calculated by discounting the
actuarially determined expected future cash flows at the discount
rate determined by Equitable.

An analysis of the VPIF asset is as follows:

<TABLE>

POST-ACQUISITION | PRE-ACQUISITION
------------------------------------|----------------
For the period For the period | For the period
January 1, 1997 August 14,1996 | January 1, 1996
through through | through
October 24, 1997 December 31, 1996 | August 13, 1996
---------------- ----------------- | ---------------
(Dollars in thousands)
<S> <C> <C> | <C>
Beginning balance................ $83,051 $85,796 | $6,057
------- ------- | ------
Imputed interest................. 5,138 2,465 | 273
Amortization..................... (12,656) (5,210) | (1,224)
Changes in assumption of |
timing of gross profits......... 2,293 -- | --
------- ------- | ------
Net amortization................. (5,225) (2,745) | (951)
Adjustment for unrealized gains |
(losses) on available for sale |
securities...................... (373) -- | 11
------- ------- | ------
Ending balance $77,453 $83,051 | $5,117
======= ======= | ======
</TABLE>

Pre-Acquisition VPIF represents the remaining value assigned to in
force contracts when Bankers Trust purchased Golden American from
Mutual Benefit Life Insurance Company in Rehabilitation ("Mutual
Benefit") on September 30, 1992.

Interest was imputed on the unamortized balance of VPIF at rates
of 7.70% to 7.80% for the period August 14, 1996 through October
24, 1997. The amortization of VPIF net of imputed interest was
charged to expense. VPIF was also adjusted for the unrealized
gains (losses) on available for sale securities; such changes were
included directly in stockholder's equity.

8. INCOME TAXES

Golden American files a consolidated federal income tax return.
Under the Internal Revenue Code, a newly acquired insurance
company cannot file as part of its parent's consolidated tax
return for 5 years.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

8. INCOME TAXES(continued)

At December 31, 1998, the Companies have net operating loss
("NOL") carryforwards for federal income tax purposes of
approximately $50,917,000. Approximately $5,094,000, $3,354,000
and $42,469,000 of these NOL carryforwards are available to offset
future taxable income of the Companies through the years 2011,
2012 and 2013, respectively.

INCOME TAX EXPENSE

Income tax expense (benefit) included in the consolidated
financial statements is as follows:

<TABLE>

</TABLE>

The effective tax rate on income (loss) before income taxes is
different from the prevailing federal income tax rate. A
reconciliation of this difference is as follows:

<TABLE>
POST-MERGER | POST-ACQUISITION | PRE-ACQUISITION
------------------------------------ | ----------------------------------- | ---------------
For the period | For the period For the period | For the period
For the year October 25,1997 | January 1,1997 August 14, 1996 | January 1, 1996
ended through | through through | through
December 31, 1998 December 31, 1997 | October 24, 1997 December 31, 1996 | August 13, 1996
----------------- ----------------- | ---------------- ----------------- | ---------------
| (Dollars in thousands) |
<S> <C> <C> | <C> <C> | <C>
| |
Income (loss) before | |
income taxes.............. $10,353 $(279) | $ (608) $570 | $1,736
======= ===== | ======= ==== | ======
Income tax (benefit) at | |
federal statutory rate.... $ 3,624 $ (98) | $ (213) $200 | $ 607
Tax effect (decrease) of: | |
Realization of NOL | |
carryforwards........... -- -- | -- -- | (1,214)
Goodwill amortization..... 1,322 220 | -- -- | --
Compensatory stock | |
option and restricted | |
stock expense............ -- -- | (1,011) -- | --
Meals and | |
entertainment............ 157 23 | 53 20 | --
Other items............... 176 1 | (166) -- | --
Change in valuation | |
allowance................. -- -- | -- -- | (856)
=------ ----- | ------- ---- | -------
Income tax expense | |
(benefit)................. $ 5,279 $ 146 | $(1,337) $220 | $(1,463)
======= ===== | ======= ==== | =======
</TABLE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

8. INCOME TAXES (continued)

DEFERRED INCOME TAXES

The tax effect of temporary differences giving rise to the
Companies' deferred income tax assets and liabilities at December
31, 1998 and 1997 is as follows:

POST-MERGER
------------------------------------
December 31, 1998 December 31, 1997
----------------- -----------------
(Dollars in thousands)
Deferred tax assets:
Net unrealized depreciation of
securities at fair value.......... $ 691 --
Future policy benefits............. 66,273 $27,399
Deferred policy acquisition costs.. -- 4,558
Goodwill........................... 16,323 17,620
Net operating loss carryforwards... 17,821 3,044
Other.............................. 1,272 1,548
-------- -------
102,380 54,169

Deferred tax liabilities:
Net unrealized appreciation of
securities at fair value.......... -- (130)
Fixed maturity securities.......... (1,034) (1,665)
Deferred policy acquisition costs.. (55,520) --
Mortgage loans on real estate...... (845) (845)
Value of purchased insurance in
force............................. (12,592) (15,172)
Other.............................. (912) (127)
-------- --------
(70,903) (17,939)
-------- --------
Deferred income tax asset........... $ 31,477 $ 36,230
======== ========

The Companies are required to establish a "valuation allowance"
for any portion of the deferred tax assets management believes
will not be realized. In the opinion of management, it is more
likely than not the Companies will realize the benefit of the
deferred tax assets; therefore, no such valuation allowance has
been established.

9. RETIREMENT PLANS

Defined Benefit Plans Return. In 1998 and 1997, the Companies were
allocated their share of the pension liability associated with
their employees. The Companies' employees are covered by the
employee retirement plan of an affiliate, Equitable Life. Further,
Equitable Life sponsors a defined contribution plan that is
qualified under Internal Revenue Code Section 401(k). The
following tables summarize the benefit obligations and the funded
status for pension benefits over the two-year period ended
December 31, 1998:

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

9. RETIREMENT PLANS (continued)

1998 1997
-------- ------
(Dollars in thousands)
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at January 1............ $ 956 $192
Service cost............................... 1,138 682
Interest cost.............................. 97 25
Actuarial loss............................. 2,266 57
Benefit payments........................... (3) --
------ ----
Benefit obligation at December 31.......... $4,454 $956
====== ====

1998 1997
-------- ------
(Dollars in thousands)
FUNDED STATUS
Funded status at December 31............... $(4,454) $(956)
Unrecognized net loss...................... 2,266 --
------- -----
Net amount recognized...................... $(2,188) $(956)
======= =====

During 1998 and 1997, the Companies' plan assets were held by
Equitable Life, an affiliate.

The weighted-average assumptions used in the measurement of the
Companies' benefit obligation are as follows:

1998 1997
------ ------
DECEMBER 31
Discount rate................................ 6.75% 7.25%
Expected return on plan assets............... 9.50 9.00
Rate of compensation increase................ 4.00 5.00

The following table provides the net periodic benefit cost for the
fiscal years 1998 and 1997:

<TABLE>
POST-MERGER | POST-ACQUISITION
------------------------------------ | ----------------
For the period | For the period
For the year October 25,1997 | January 1,1997
ended through | through
December 31, 1998 December 31, 1997 | October 24, 1997
----------------- ----------------- | ----------------
(Dollars in thousands)
<S> <C> <C> | <C>
Service cost................ $1,138 $114 | $568
Interest cost............... 97 10 | 15
Amortization of net loss.... -- -- | 1
------ ---- | ----
Net periodic benefit cost... $1,235 $124 | $584
====== ==== | ====
</TABLE>

There were no gains or losses resulting from curtailments or settlements
during 1998 or 1997.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

9. RETIREMENT PLANS (continued)

The projected benefit obligation, accumulated benefit obligation
and fair value of plan assets for pension plans with accumulated
benefit obligations in excess of plan assets were $4,454,000,
$3,142,000 and $0, respectively, as of December 31, 1998 and
$956,000, $579,000 and $0, respectively, as of December 31, 1997.

10. RELATED PARTY TRANSACTIONS

Operating Agreements: DSI acts as the principal underwriter (as
defined in the Securities Act of 1933 and the Investment Company
Act of 1940, as amended) and distributor of the variable insurance
products issued by the Companies. DSI is authorized to enter into
agreements with broker/dealers to distribute the Companies'
variable insurance products and appoint representatives of the
broker/dealers as agents. For the year ended December 31, 1998 and
for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, the Companies paid
commissions to DSI totaling $117,470,000, $9,931,000 and
$26,419,000, respectively ($9,995,000 for the period August 14,
1996 through December 31, 1996 and $17,070,000 for the period
January 1, 1996 through August 13, 1996).

Golden American provides certain managerial and supervisory
services to DSI. The fee paid by DSI for these services is
calculated as a percentage of average assets in the variable
separate accounts. For the year ended December 31, 1998 and for
the periods October 25, 1997 through December 31, 1997 and January
1, 1997 through October 24, 1997, the fee was $4,771,000, $508,000
and $2,262,000, respectively. For the periods August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996 the fee was $877,000 and $1,390,000, respectively.

Effective January 1, 1998, the Companies have an asset management
agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management services.
Under the agreement, the Companies record a fee based on the value
of the assets under management. The fee is payable quarterly. For
the year ended December 31, 1998, the Companies incurred fees of
$1,504,000 under this agreement.

Prior to 1998, the Companies had a service agreement with
Equitable Investment Services, Inc. ("EISI"), an affiliate, in
which EISI provided investment management services. Payments for
these services totaled $200,000, $768,000 and $72,000 for the
periods October 25, 1997 through December 31, 1997, January 1,
1997 through October 24, 1997 and August 14, 1996 through December
31, 1996, respectively.

Golden American has a guaranty agreement with Equitable Life, an
affiliate. In consideration of an annual fee, payable June 30,
Equitable Life guarantees to Golden American that it will make
funds available, if needed, to Golden American to pay the
contractual claims made under the provisions of Golden American's
life insurance and annuity contracts. The agreement is not, and
nothing contained therein or done pursuant thereto by Equitable
Life shall be deemed to constitute, a direct or indirect guaranty
by Equitable Life of the payment of any debt or other obligation,
indebtedness or liability, of any kind or character whatsoever, of
Golden American. The agreement does not guarantee the value of the
underlying assets held in separate accounts in which funds of
variable life insurance and variable annuity policies have been
invested. The calculation of the annual fee is based on risk based
capital. As Golden American's risk based capital level was above
required amounts, no annual fee was payable in 1998 or in 1997.

Golden American provides certain advisory, computer and other
resources and services to Equitable Life. Revenues for these
services, which reduced general expenses incurred by Golden
American, totaled $5,833,000 for the year ended December 31, 1998
($1,338,000 and $2,992,000 for the periods October 25,

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

10. RELATED PARTY TRANSACTIONS (continued)

1997 through December 31, 1997 and January 1, 1997 through October
24, 1997, respectively). No services were provided by Golden American
in 1996.

The Companies have a service agreement with Equitable Life in
which Equitable Life provides administrative and financial related
services. Under this agreement, the Companies incurred expenses of
$1,058,000 for the year ended December 31, 1998 ($13,000 and
$16,000 for the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997, respectively).

First Golden provides resources and services to DSI. Revenues for
these services, which reduce general expenses incurred by the
Companies, totaled $75,000 in 1998.

For the year ended December 31, 1998, the Companies had premiums,
net of reinsurance, for variable products from four affiliates,
Locust Street Securities, Inc., Vestax Securities Corporation, DSI
and Multi-Financial Securities Corporation of $122,900,000,
$44,900,000, $13,600,000 and $13,400,000, respectively. The
Companies had premiums, net reinsurance, for variable products
from three affiliates, Locust Street Securities, Inc., Vestax
Securities Corporation and DSI of $9,300,000, $1,900,000 and
$2,100,000 respectively, for the period October 25, 1997 through
December 31, 1997 ($16,900,000, $1,200,000 and $400,000 for the
period January 1, 1997 through October 24, 1997, respectively).

Reciprocal Loan Agreement: Golden American maintains a reciprocal
loan agreement with ING America Insurance Holdings, Inc. ("ING
AIH"), a Delaware corporation and affiliate, to facilitate the
handling of unusual and/or unanticipated short-term cash
requirements. Under this agreement which became effective January
1, 1998 and expires December 31, 2007, Golden American and ING AIH
can borrow up to $65,000,000 from one another. Prior to lending
funds to ING AIH, Golden American must obtain the approval of the
State of Delaware Department of Insurance. Interest on any Golden
American borrowings is charged at the rate of ING AIH's cost of
funds for the interest period plus 0.15%. Interest on any ING AIH
borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a
similar duration. Under this agreement, Golden American incurred
interest expense of $1,765,000 in 1998. At December 31, 1998,
Golden American did not have any borrowings or receivables from
ING AIH under this agreement.

Line of Credit: Golden American maintained a line of credit
agreement with Equitable to facilitate the handling of unusual
and/or unanticipated short-term cash requirements. Under this
agreement which became effective December 1, 1996 and expired
December 31, 1997, Golden American could borrow up to $25,000,000.
Interest on any borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.
Under this agreement, Golden American incurred interest expense of
$211,000 for the year ended December 31, 1998 ($213,000 for the
period October 25, 1997 through December 31, 1997, $362,000 for
the period January 1, 1997 through October 24, 1997 and $85,000
for the period August 14, 1996 through December 31, 1996). The
outstanding balance was paid by a capital contribution.

Surplus Notes: On December 30, 1998, Golden American issued a
7.25% surplus note in the amount of $60,000,000 to Equitable Life.
The note matures on December 29, 2028. The note and related
accrued interest is subordinate to payments due to policyholders,
claimant and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of
Golden American. Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred no interest in 1998.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

10. RELATED PARTY TRANSACTIONS (continued)

On December 17, 1996, Golden American issued an 8.25% surplus note
in the amount of $25,000,000 to Equitable. The note matures on
December 17, 2026. The note and related accrued interest is
subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of
debtors of Golden American. Any payment of principal made is
subject to the prior approval of the Delaware Insurance
Commissioner. Golden American incurred interest totaling
$2,063,000 in 1998 ($344,000 and $1,720,000 for the periods
October 25, 1997 through December 31, 1997 and January 1, 1997
through October 24, 1997, respectively). On December 17, 1996,
Golden American contributed the $25,000,000 to First Golden
acquiring 200,000 shares of common stock (100% of outstanding
stock) of First Golden.

Stockholder's Equity: On September 23, 1996, EIC Variable, Inc.
contributed $50,000,000 of Preferred Stock to the Companies'
additional paid-in capital. During 1998, Golden American received
$122,500,000 of capital contributions from its Parent.

11. COMMITMENTS AND CONTINGENCIES

Contingent Liability: In a transaction that closed on September
30, 1992, Bankers Trust acquired from Mutual Benefit, in
accordance with the terms of an Exchange Agreement, all of the
issued and outstanding capital stock of Golden American and DSI
and certain related assets for consideration with an aggregate
value of $13,200,000 and contributed them to BT Variable. The
transaction involved settlement of pre-existing claims of Bankers
Trust against Mutual Benefit. The ultimate value of these claims
has not yet been determined by the Superior Court of New Jersey
and, prior to August 13, 1996, was contingently supported by a
$5,000,000 note payable from Golden American and a $6,000,000
letter of credit from Bankers Trust. Bankers Trust estimated the
contingent liability due from Golden American amounted to $439,000
at August 13, 1996. At August 13, 1996, the balance of the escrow
account established to fund the contingent liability was
$4,293,000.

On August 13, 1996, Bankers Trust made a cash payment to Golden
American in an amount equal to the balance of the escrow account
less the $439,000 contingent liability discussed above. In
exchange, Golden American irrevocably assigned to Bankers Trust
all of Golden American's rights to receive any amounts to be
disbursed from the escrow account in accordance with the terms of
the Exchange Agreement. Bankers Trust also irrevocably agreed to
make all payments becoming due under the Golden American note and
to indemnify Golden American for any liability arising from the
note.

Reinsurance: At December 31, 1998, the Companies had reinsurance
treaties with four unaffiliated reinsurers and one affiliated
reinsurer covering a significant portion of the mortality risks
under variable contracts. The Companies remain liable to the
extent reinsurers do not meet their obligations under the
reinsurance agreements. Reinsurance ceded in force for life
mortality risks were $111,552,000 and $96,686,000 at December 31,
1998 and 1997, respectively. At December 31, 1998, the Companies
have a net receivable of $7,470,000 for reserve credits,
reinsurance claims or other receivables from these reinsurers
comprised of $439,000 for claims recoverable from reinsurers,
$543,000 for a payable for reinsurance premiums and $7,574,000 for
a receivable from an unaffiliated reinsurer. Included in the
accompanying financial statements are net considerations to
reinsurers of $4,797,000, $326,000, $1,871,000, $875,000 and
$600,000 and net policy benefits recoveries of $2,170,000,
$461,000, $1,021,000, $654,000 and $1,267,000 for the year ended
December 31, 1998 and for the periods October 25, 1997 through
December 31, 1997, January 1, 1997 through October 24, 1997,
August 14, 1996 through December 31, 1996 and January 1, 1996
through August 13, 1996, respectively.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

11. COMMITMENTS AND CONTINGENCIES (continued)

Effective June 1, 1994, Golden American entered into a modified
coinsurance agreement with an unaffiliated reinsurer. The
accompanying financial statements are presented net of the effects
of the treaty which increased income by $1,022,000, $265,000,
$335,000, $10,000 and $56,000 for the year ended December 31, 1998
and for the periods October 25, 1997 through December 31, 1997,
January 1, 1997 through October 24, 1997, August 14, 1996 through
December 31, 1996 and January 1, 1996 through August 13, 1996,
respectively.

Guaranty Fund Assessments: Assessments are levied against the
Companies by life and health guaranty associations in most states
in which the Companies are licensed to cover losses of
policyholders of insolvent or rehabilitated insurers. In some
states, these assessments can be partially recovered through a
reduction in future premium taxes. The Companies cannot predict
whether and to what extent legislative initiatives may affect the
right to offset. The associated cost for a particular insurance
company can vary significantly based upon its fixed account
premium volume by line of business and state premiums as well as
its potential for premium tax offset. The Companies have
established an undiscounted reserve to cover such assessments and
regularly reviews information regarding known failures and revises
its estimates of future guaranty fund assessments. Accordingly,
the Companies accrued and charged to expense an additional
$1,123,000 for the year ended December 31, 1998, $141,000 for the
period October 25, 1997 through December 31, 1997, $446,000 for
the period January 1, 1997 through October 24, 1997, $291,000 for
the period August 14, 1996 through December 31, 1996 and $480,000
for the period January 1, 1996 through August 13, 1996. At
December 31, 1998, the Companies have an undiscounted reserve of
$2,446,000 to cover estimated future assessments (net of related
anticipated premium tax credits) and has established an asset
totaling $586,000 for assessments paid which may be recoverable
through future premium tax offsets. The Companies believe this
reserve is sufficient to cover expected future guaranty fund
assessments, based upon previous premiums, and known insolvencies
at this time.

Litigation: The Companies, like other insurance companies, may be
named or otherwise involved in lawsuits, including class action
lawsuits. In some class action and other lawsuits involving
insurers, substantial damages have been sought and/or material
settlement payments have been made. The Companies currently
believe no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the
Companies.

Vulnerability from Concentrations: The Companies have various
concentrations in its investment portfolio (see Note 3 for further
information). The Companies' asset growth, net investment income
and cash flow are primarily generated from the sale of variable
products and associated future policy benefits and separate
account liabilities. Substantial changes in tax laws that would
make these products less attractive to consumers and extreme
fluctuations in interest rates or stock market returns which may
result in higher lapse experience than assumed could cause a
severe impact to the Companies' financial condition. Two
broker/dealers generated 27% of the Companies' sales (53% by two
broker/dealers during 1997).

Leases: The Companies lease their home office space, certain
other equipment and capitalized computer software under operating
leases which expire through 2018. During the year ended December
31, 1998 and for the periods October 25, 1997 through December 31,
1997, January 1, 1997 through October 24, 1997, August 14, 1996
through December 31, 1996 and January 1, 1996 through August 13,
1996, rent expense totaled $1,241,000, $39,000, $331,000, $147,000
and $247,000, respectively. At December 31, 1998, minimum rental
payments due under all non-cancelable operating leases with
initial terms of one

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1998

11. COMMITMENTS AND CONTINGENCIES (continued)

year or more are: 1999 - $1,528,000; 2000 - $1,429,000; 2001 - $1,240,000;
2002 - $1,007,000; 2003 - $991,000 and 2004 and thereafter - $5,363,000.

Revolving Note Payable: To enhance short-term liquidity, the
Companies have established a revolving note payable effective July
27, 1998 and expiring July 31, 1999 with SunTrust Bank, Atlanta
(the "Bank"). The note was approved by the Boards of Directors of
Golden American and First Golden on August 5, 1998 and September
29, 1998, respectively. The total amount the Companies may have
outstanding is $85,000,000, of which Golden American and First
Golden have individual credit sublimits of $75,000,000 and
$10,000,000, respectively. The note accrues interest at an annual
rate equal to: (1) the cost of funds for the Bank for the period
applicable for the advance plus 0.25% or (2) a rate quoted by the
Bank to the Companies for the advance. The terms of the agreement
require the Companies to maintain the minimum level of Company
Action Level Risk Based Capital as established by applicable state
law or regulation. During the year ended December 31, 1998, the
Companies incurred interest expense of $352,000. At December 31,
1998, the Companies did not have any borrowings under this
agreement.

100

[Shaded Section Header]
- ----------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
- ----------------------------------------------------------------------

TABLE OF CONTENTS

ITEM PAGE
Introduction............................................. 1
Description of Golden American Life Insurance Company.... 1
Safekeeping of Assets.................................... 1
The Administrator........................................ 1
Independent Auditors..................................... 1
Distribution of Contracts................................ 1
Performance Information.................................. 2
IRA Withdrawal Option.................................... 5
Other Information........................................ 6
Financial Statements of Separate Account B............... 6
Appendix - Description of Bond Ratings.................... A-1

- ----------------------------------------------------------------------
PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE
STATEMENT OF ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER
THE PROSPECTUS. SEND THE FORM TO OUR CUSTOMER SERVICE CENTER AT THE
ADDRESS SHOWN ON THE PROSPECTUS COVER.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION
FOR SEPARATE ACCOUNT B.

Please Print or Type:

__________________________________________________
NAME

__________________________________________________
SOCIAL SECURITY NUMBER

__________________________________________________
STREET ADDRESS

__________________________________________________
CITY, STATE, ZIP

[ ] [First Union VA] [ /00]

101

This page intentionally left blank.

102

APPENDIX A
MARKET VALUE ADJUSTMENT EXAMPLES

EXAMPLE #1: FULL SURRENDER EXAMPLE OF A NEGATIVE MARKET VALUE
ADJUSTMENT
Assume $100,000 was allocated to a Fixed Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate ("I") of 7%; that a full surrender is
requested 3 years into the guaranteed interest period; that the then
Index Rate for a 7 year guaranteed interest period ("J") is 8%; and
that no prior transfers or withdrawals affecting this Fixed Interest
Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1. The contract value of the Fixed Interest Allocation on the date of
surrender is $124,230
( $100,000 X 1.075 ^ 3 )
2. N = 2,555 ( 365 X 7 )
3. Market Value Adjustment = $124,230 X
(( 1.07 / 1.0850 ) ^ ( 2,555 / 365 ) - 1 ) = $11,535

Therefore, the amount paid to you on full surrender ignoring any
surrender charge is $112,695 ( $124,230 - $11,535 ).

EXAMPLE #2: FULL SURRENDER EXAMPLE OF A POSITIVE MARKET VALUE
ADJUSTMENT
Assume $100,000 was allocated to a Fixed Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate ("I") of 7%; that a full surrender is
requested 3 years into the guaranteed interest period; that the then
Index Rate for a 7 year guaranteed interest period ("J") is 6%; and
that no prior transfers or withdrawals affecting this Fixed Interest
Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1. The contract value of the Fixed Interest Allocation on the date
of surrender is $124,230
($100,000 x 1.075 ^ 3)
2. N = 2,555 ( 365 X 7 )
3. Market Value Adjustment =$124,230 X
(( 1.07 / 1.0650 ) ^ ( 2,555 / 365 ) - 1 ) = $4,141

Therefore, the amount paid to you on full surrender ignoring any
surrender charge is $128,371 ( $124,230 + $4,141 ).

EXAMPLE #3: WITHDRAWAL EXAMPLE OF A NEGATIVE MARKET VALUE
ADJUSTMENT
Assume $200,000 was allocated to a Fixed Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate ("I") of 7%; that a withdrawal of
$112,695 is requested 3 years into the guaranteed interest period;
that the then Index Rate ("J") for a 7 year guaranteed interest
period is 8%; and that no prior transfers or withdrawals affecting
this Fixed Interest Allocation have been made.

First calculate the amount that must be withdrawn from the Fixed
Interest Allocation to provide the amount requested.

1. The contract value of the Fixed Interest Allocation on the date
of withdrawal is $248,459
( $200,000 x 1.075 ^ 3 )
2. N = 2,555 ( 365 x 7 )
3. Amount that must be withdrawn =
(( $112,695 / ( 1.07 / 1.0850 ) ^ (2,555 / 365)) = $124,230

Then calculate the Market Value Adjustment on that amount.

4. Market Value Adjustment = $124,230 x
(( 1.07 / 1.0850 ) ^ (2,555 / 365) - 1) = $11,535

Therefore, the amount of the withdrawal paid to you ignoring any
surrender charge is $112,695, as requested. The Fixed Interest
Allocation will be reduced by the amount of the withdrawal, $112,695,
and also reduced by the Market Value Adjustment of $11,535, for a
total reduction in the Fixed Interest Allocation of $124,230.

EXAMPLE #4: WITHDRAWAL EXAMPLE OF A POSITIVE MARKET VALUE
ADJUSTMENT
Assume $200,000 was allocated to a Fixed Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate of 7%; that a withdrawal of $128,371
requested 3 years into the guaranteed interest period; that the then
Index Rate ("J") for a 7 year guaranteed interest period is 6%; and
that no prior transfers or withdrawals affecting this Fixed Interest
Allocation have been made.

First calculate the amount that must be withdrawn from the Fixed
Interest Allocation to provide the amount requested.

1. The contract value of Fixed Interest Allocation on the date of
surrender is $248,459
($200,000 x 1.075 ^ 3)
2. N = 2,555 ( 365 x 7 )
3. Amount that must be withdrawn =
(( $128,371 / ( 1.07 /1.0650) ^ ( 2,555 / 365)) = $124,230

Then calculate the Market Value Adjustment on that amount.

4. Market Value Adjustment = $124,230 x
(( 1.07 /1.0650) ^ ( 2,555 / 365) - 1 ) = $4,141

Therefore, the amount of the withdrawal paid to you ignoring any
surrender charge is $128,371, as requested. The Fixed Interest
Allocation will be reduced by the amount of the withdrawal, $128,371,
but increased by the Market Value Adjustment of $4,141, for a total
reduction in the Fixed Interest Allocation of $124,230.

APPENDIX B

SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000
and additional premium payments of $10,000 in each of the second and
third contract years, for total premium payments under the Contract
of $30,000. It also assumes a withdrawal at the beginning of the
fifth contract year of 30% of the contract value of $35,000.

In this example, $3,000 (0.10 x $30,000) is the
maximum free withdrawal amount that you may withdraw during the
contract year without a surrender charge. The total withdrawal would
be $10,500 ($35,000 x .30). Therefore, $7,500 ($10,500 - $3,000) is
considered an excess withdrawal of a part of the initial premium
payment of $10,000 and would be subject to a 8.5% surrender charge of
$637.50 ($7,500 x .085). This example does not take into account any
Market Value Adjustment or deduction of any premium taxes.

ING VARIABLE ANNUITIES

GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a stock company domiciled
in Delaware

[ ] [First Union VA] [ /00]

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The following provisions regarding the Indemnification of
Directors and Officers of the Registrant are applicable:

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
INCORPORATORS

Delaware General Corporation Law, Title 8, Section 145
provides that corporations incorporated in Delaware may
indemnify their officers, directors, employees or agents
for threatened, pending or past legal action by reason
of the fact he/she is or was a director, officer,
employee or agent. Such indemnification is provided for
under the Company's By-Laws under Article VI.
Indemnification includes all liability and loss suffered
and expenses (including attorneys' fees) reasonably
incurred by such indemnitee. Prepayment of expenses is
permitted, however, reimbursement is required if it is
ultimately determined that indemnification should not
have been given.

DIRECTORS' AND OFFICERS' INSURANCE

The directors, officers, and employees of the
registrant, in addition to the indemnifications
described above, are indemnified through the blanket
liability insurance policy of Registrant's ultimate
parent, ING Groep N.V., or directly by Equitable of
Iowa Companies, Inc. for liabilities not covered through
the indemnification provided under the By-Laws.

SECURITIES AND EXCHANGE COMMISSION POSITION ON
INDEMNIFICATION

Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Not Applicable.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS.

1 Distribution Agreement Between Golden American Life
Insurance Company and Directed Services, Inc.

3(a) Restated Certificate of Incorporation of Golden American
Life Insurance Company, as amended.

3(b) By-Laws of Golden American Life Insurance Company, as amended.

3(c) Resolution of Board of Directors for Powers of Attorney.

4(a) Individual Deferred Combination Variable and Fixed Annuity
Contract.

4(b) Group Deferred Combination Variable and Fixed Annuity Certificate.

4(c) Individual Deferred Variable Annuity Contract.

4(d) Individual Retirement Annuity Rider Page.

4(e) Roth Individual Retirement Annuity Rider.

4(f) Individual Deferred Combination Variable and Fixed
Annuity Application. (1)

4(g) Group Deferred Combination Variable and Fixed
Annuity Enrollment Form. (1)

4(h) Individual Deferred Variable Annuity Application. (1)

5 Opinion and Consent of Myles R. Tashman.

10(a) Administrative Services Agreement between Golden American
and Equitable Life Insurance Company of Iowa.

10(b) Service Agreement between Golden American and Directed
Services, Inc.

10(c) Asset Management Agreement between Golden American and
ING Investment Management LLC.

10(d) Reciprocal Loan Agreement between Golden American and
ING America Insurance Holdings, Inc.

10(e) Revolving Note Payable between Golden American and
SunTrust Bank.

10(f) Participation Agreement between Golden American
and the Evergreen Variable Annuity Trust. (1)

10(g) Surplus Note between Golden American and First Columbine
Life Insurance Company.

10(h) Surplus Note between Golden American and Equitable
Life Insurance Company of Iowa.

23(a) Consent of Sutherland, Asbill & Brennan LLP (1)

23(b) Consent of Ernst & Young LLP.

23(c) Consent of Myles R. Tashman, incorporated in Item 5 of this
Part II, together with the Opinion of Myles R. Tashman.

24 Powers of Attorney.

27 Financial Data Schedule.

(1) To be filed by Pre-Effective Amendment.

(b) FINANCIAL STATEMENT SCHEDULE.

(1) All financial statements are included in the Prospectus
as indicated therein
(2) Schedules I, III, IV follow. All other schedules to the consolidated
financial statements required by Article 7 of Regulation S-X are
omitted because they are not applicable or because the information
is included elsewhere in the consolidated financial statements or
notes thereto.

SCHEDULE I
SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES
(Dollars in thousands)

Balance
Sheet
December 31, 1998 Cost 1 Value Amount
_______________________________________________________________________________
<S> <C> <C> <C>
TYPE OF INVESTMENT
Fixed maturities, available for sale:
Bonds:
United States government and govern-
mental agencies and authorities $13,568 $13,742 $13,742
Foreign governments 2,028 2,036 2,036
Public utilities 67,710 67,809 67,809
Corporate securities 365,569 367,489 367,489
Other asset-backed securities 99,877 99,112 99,112
Mortgage-backed securities 191,020 191,797 191,797
___________ ___________ ___________
Total fixed maturities, available
for sale 739,772 741,985 741,985

Equity securities:
Common stocks: industrial, miscel-
laneous and all other 14,437 11,514 11,514

Mortgage loans on real estate 97,322 97,322
Policy loans 11,772 11,772
Short-term investments 41,152 41,152
___________ ___________
Total investments $904,455 $903,745
=========== ===========
<FN>
Note 1: Cost is defined as original cost for common stocks, amortized cost
for bonds and short-term investments, and unpaid principal for
policy loans and mortgage loans on real estate, adjusted for
amortization of premiums and accrual of discounts.

</TABLE>

SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
(Dollars in thousands)

<TABLE>
<CAPTION>
Column Column Column Column Column Column
A B C D E F
________________________________________________________________________________
Future
Policy Other
De- Benefits, Policy
ferred Losses, Claims Insur-
Policy Claims Un- and ance
Acqui- and earned Bene- Premiums
sition Loss Revenue fits and
Segment Costs Expenses Reserve Payable Charges
________________________________________________________________________________
POST-MERGER
________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1998:

Life insurance $204,979 $881,112 $3,840 -- $39,119

Period October 25, 1997
through December 31, 1997:

Life insurance 12,752 505,304 1,189 $10 3,834

POST-ACQUISITION
________________________________________________________________________________
Period January 1, 1997
through October 24, 1997:

Life insurance N/A N/A N/A N/A 18,288

Period August 14, 1996
through December 31, 1996:

Life insurance 11,468 285,287 2,063 -- 8,768

PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
through August 13, 1996:

Life insurance N/A N/A N/A N/A 12,259

</TABLE>

SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION - CONTINUED
(Dollars in thousands)

<TABLE>
<CAPTION>
Column Column Column Column Column Column
A G H I J K
________________________________________________________________________________

Amorti-
Benefits zation
Claims, of
Losses Deferred
Net and Policy Other
Invest- Settle- Acqui- Opera-
ment ment sition ting Premiums
Segment Income Expenses Costs Expenses* Written
________________________________________________________________________________
POST-MERGER
________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1998:

Life insurance $42,485 $96,968 $5,148 ($26,406) --

Period October 25, 1997
through December 31, 1997:

Life insurance 5,127 7,413 892 1,137 --

POST-ACQUISITION
________________________________________________________________________________
Period January 1, 1997
through October 24, 1997:

Life insurance 21,656 19,401 1,674 20,234 --

Period August 14, 1996
through December 31, 1996:

Life insurance 5,795 7,003 244 8,066 --

PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
through August 13, 1996:

Life insurance 4,990 5,270 2,436 8,847 --

<FN>
*This includes policy acquisition costs deferred for first year
commissions and interest bonuses, extra credit bonuses and other
expenses related to the production of new business. The cost
related to first year interest bonuses and the extra credit bonus
are included in benefits claims, losses and settlement expenses.

</TABLE>

SCHEDULE IV
REINSURANCE

<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F
_______________________________________________________________________________
Percen-
Assumed tage of
Ceded to from Amount
Gross Other Other Net Assumed
Amount Companies Companies Amount to Net
_______________________________________________________________________________
<S> <C> <C> <C> <C> <C>
At December 31, 1998:
Life insurance in
force $181,456,000 $111,552,000 -- $69,904,000 --
============= ============== ========= ============ ========

At December 31, 1997:
Life insurance in
force $149,842,000 $96,686,000 -- $53,156,000 --
============= ============== ========= ============ ========
At December 31, 1996:
Life insurance in
force $86,192,000 $58,368,000 -- $27,824,000 --
============= ============== ========= ============ ========
</TABLE>

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement; and

(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

<PAGE>
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of West Chester and State of Pennsylvania, on the 11th
day of February, 2000.

GOLDEN AMERICAN LIFE
INSURANCE COMPANY
(Registrant)

By:
------------------------
Barnett Chernow*
President

Attest: /s/Marilyn Talman
----------------------
Marilyn Talman
Vice President, Associate General Counsel
and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated on February 11, 2000.

Signature Title
- --------- -----

President and Director
- --------------------
Barnett Chernow*

Senior Vice President
- -------------------- and Chief Financial Officer
E. Robert Koster*

DIRECTORS OF DEPOSITOR

- ----------------------
Myles R. Tashman*

- ----------------------
Michael W. Cunningham*

- ----------------------
Phillip R. Lowery*

- ----------------------
Mark A. Tullis*

By: /s/ Marilyn Talman Attorney-in-Fact
-----------------------
Marilyn Talman
_______________________
*Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.

<PAGE>
<PAGE>
EXHIBIT INDEX

ITEM EXHIBIT PAGE #

1 Distribution Agreement Between Golden American
Life Insurance Company and Directed Services, Inc. EX-1

3(a) Restated Certificate of Incorporation of Golden
American Life Insurance Company, as amended. EX-3.A

3(b) By-laws of Golden American Life Insurance
Company, as amended. EX-3.B

3(c) Resolution of Board of Directors for Powers
of Attorney EX-3.C

4(a) Individual Deferred Variable and Fixed Annuity
Contract. EX-4.A

4(b) Group Deferred Variable and Fixed Annuity
Certificate. EX-4.B

4(c) Individual Deferred Variable and Fixed Annuity
Contract. EX-4.C

4(d) Individual Retirement Annuity Rider Page. EX-4.D

4(e) Roth Individual Retirement Annuity Rider. EX-4.E

5 Opinion and Consent of Myles R. Tashman, Esq. EX-5

10(a) Administrative Services Agreement between Golden
American and Equitable Life Insurance Company
of Iowa. EX-10.A

10(b) Service Agreement between Golden American and
Directed Services, Inc. EX-10.B

10(c) Asset Management Agreement between Golden American
and ING Investment Management LLC. EX-10.C

10(d) Reciprocal Loan Agreement between Golden American
and ING America Insurance Holdings, Inc. EX-10.D

10(e) Revolving Note Payable between Golden American and
SunTrust Bank. EX-10.E

10(g) Surplus Note between Golden American and First
Columbine Life Insurance Company. EX-10.G

10(h) Surplus Note between Golden American and Equitable
Life Insurance Company of Iowa. EX-10.H

23(b) Consent of Ernst & Young LLP, independent auditors. EX-23.B

24 Powers of Attorney. EX-24

27 Financial Data Schedule. EX-27

<PAGE>
<PAGE>
EXHIBIT 1

DISTRIBUTION AGREEMENT

AGREEMENT dated December 27, 1988, by and between Golden American Life
Insurance Company, ("Golden American") a Minnesota corporation, on its own
behalf and on behalf of the Western Capital Specialty Managers Separate
Account B ("Account") and Directed Services, Inc., ("DSI"), a New York
corporation wholly owned by Golden Financial Group ("GFG"), a Delaware
corporation.

WHEREAS, Golden American and GFG entered into an agreement effective
____________________, 1988 (the "Golden American-GFG Agreement"), pursuant to
which Golden American may market Deferred Variable Annuity and Variable
Annuity Certain Contracts ("Annuity Contracts") designed by GFG; and

WHEREAS, the Account is a separate account established and maintained by
Golden American pursuant to the laws of the State of Minnesota for variable
annuity contracts issued by Golden American under which income, gains, and
losses, whether or not realized, from assets allocated to such Account, are
credited to or charged against such Account without regard to other income,
gains or losses of Golden American; and

WHEREAS, Golden American proposes to issue and sell Annuity Contract
through the Account to suitable purchasers; and

WHEREAS, DSI is duly registered as a broker-dealer under the Securities
Exchange Act of 1934 ("1934 Act") and is a member of the National Association
of Securities Dealers, Inc. ("NASD"); and

WHEREAS, Golden American and DSI desire to enter into an agreement
pursuant to which DSI will act as a principal underwriter for the sale of the
Annuity Contracts and may distribute the Annuity Contracts through one or more
organizations as set forth in Section 2. below.

NOW, THEREFORE, GOLDEN AMERICAN AND DSI HEREBY AGREE AS FOLLOWS:

1. TERM.

This Agreement shall remain in force until it is terminated in accordance
with the provisions of paragraph 13.

2. PRINCIPAL UNDERWRITER.

Golden American hereby appoints DSI and DSI accepts such appointment,
during the term of this Agreement, subject to any registration
requirements of The Securities Act of 1933 ("1933 Act"), The Investment
Company Act of 1940 ("1940 Act"), and the provisions of the 1934 Act, to
be a distributor and principal underwriter of the Annuity Contracts
issued though the Account. DSI shall offer the Annuity Contracts for
sale and distribution at premium rates to be set by Golden American and
GFG. Annuity Contracts may be sold only by persons who are duly licensed
annuity agents appointed by Golden American and NASD registered
representatives as set forth in Section 3 below. Golden American hereby
appoints DSI as its agent for the sale of Annuity Contracts in such
jurisdictions as Golden American is properly licensed to sell Annuity
Contracts.

3. SALE AGREEMENTS.

DSI is hereby authorized to enter into separate written agreements,
("Sales Agreements"), on such terms and conditions as DSI may determine
not to be inconsistent

-1-

<PAGE>
<PAGE>
with this Agreement, with broker/dealers which
agree to participate in the distribution of and to use their best efforts
to solicit applications for Annuity Contracts. Such broker/dealers and
their agents or representatives soliciting applications for Annuity
Contracts shall be duly and appropriately licensed, registered or
otherwise qualified for the sale of Annuity Contracts under the insurance
laws and any applicable securities laws of each state or other
jurisdiction in which the Annuity Contracts may be lawfully sold and in
which Golden American is licensed to sell Annuity Contracts. Each such
broker/dealer shall be both registered as a broker-dealer under the 1934
Act and a member of the NASD, or if not so registered or not such a
member, then the agents and representatives of such organization
soliciting applications for Annuity Contracts shall be agents and
registered representatives of a registered broker/dealer and NASD member
which is the parent or other affiliate of such organization and which
maintains full responsibility for the training, supervision, and control
of the agents and representatives selling Annuity Contracts.

DSI shall have the responsibility for the supervision of all such
broker/dealers to the extent required by law and shall assume any legal
responsibilities of Golden American for the acts, commissions or
defalcations of any such broker/dealers. Applications materials for
Annuity Contracts solicited by such broker/dealers through their agents
or representatives shall be forwarded to DSI. All payments for Annuity
Contracts shall be remitted promptly by such broker/dealers directly to
Golden American.

If held at any time by DSI or a broker/dealer, such payments shall be
held in a fiduciary capacity as agent for Golden American and shall be
remitted promptly to Golden American. All such payments, whether by
check, money order, or wire order, shall be the property of Golden
American. Anything in this Distribution Agreement to the contrary
notwithstanding, Golden American shall retain the rights to control the
sale of Annuity Contracts and to appoint and discharge annuity agents for
the sale of Annuity Contracts. DSI shall be held to the exercise of
reasonable care in carrying out the provisions of this Distribution
Agreement.

4. ANNUITY AGENTS.

DSI is authorized to appoint the broker/dealer described in paragraph 3.
above as agents of Golden American for the sale of Annuity Contracts.
Golden American will undertake to appoint such agents authorized to
represent Golden American in the appropriate states or jurisdictions;

provided that Golden American reserves the right to refuse to appoint any
proposed agent, or once appointed to terminate the same without notice.

5. SUITABILITY.

Golden American wishes to ensure that the Annuity Contracts distributed
by DSI will be issued to purchasers for whom the Annuity Contracts shall
be suitable. DSI shall take reasonable steps to ensure that the various
agents appointed by it to sell Annuity Contracts shall not make
recommendations to an applicant to purchase Annuity Contracts in the
absence of reasonable grounds to believe that the purchase of Annuity
Contracts is suitable for such applicant. While not limited to the
following, a determination of suitability shall be based on information
furnished to an agent after reasonable inquiry concerning the applicant's
insurance and investment objectives and financial situation and needs.

6. SALES MATERIALS.

-2-

The responsibility of the parties hereto for consulting with respect to
the design and the drafting and legal review and filing of sales
materials, and for the preparation of sales proposals related to the sale
of Annuity Contracts shall be as the parties hereto agree in writing.
DSI shall ensure, in its Sales Agreements, that organizations appointed
by it, and registered representatives of such organizations, shall not
use, develop or distribute any sales materials which have not been
approved by GFG and Golden American.

7. REPORTS.

DSI shall have the responsibility for, with respect to agents appointed
by it, maintaining the records of agents licensed, registered and
otherwise qualified to sell Annuity Contracts, and for furnishing
periodic reports to Golden American as to the sale of Annuity Contracts
made pursuant to this Agreement.

8. RECORDS.

DSI shall maintain and preserve for the periods prescribed by law or
other agreement, such accounts, books, and other documents as are
required of it by applicable laws and regulations. The books, accounts
and records of Golden American, the Account and DSI as to all
transactions hereunder shall be maintained so as to clearly and
accurately disclose the nature and details of the transactions, including
such accounting information as necessary to support the reasonableness of
the amounts to be paid by Golden American hereunder.

9. COMPENSATION.

Golden American shall pay DSI the compensation due it as set forth in the
attached Exhibit, as such Exhibit may from time to time be amended.

10. INDEPENDENT CONTRACTOR.

DSI shall act as an independent contractor and nothing herein contained
shall constitute DSI or its agents or employees as employees of Golden
American in connection with the sale of Annuity Contracts.

11. INVESTIGATION AND PROCEEDINGS.

(a) DSI and Golden American agree to cooperate fully in insurance
regulatory investigations or proceedings or judicial proceedings
arising in connection with the offering, sale or distribution of
Annuity Contracts distributed under this Agreement. DSI and Golden
American further agree to cooperate fully in any securities
regulatory investigation or proceeding or judicial proceeding with
respect to Golden American, DSI, their affiliates and their agents
or representatives to the extent that such investigation or
proceedings is in connection with the Annuity Contracts offered,
sold or distributed under this Agreement. Without limiting the
forgoing:

(i) DSI will be notified promptly of any customer
complaint or notice of any regulatory investigation or
proceeding or judicial proceeding received by Golden
American with respect to DSI or any agent or representative
or which may affect Golden American's issuance of Annuity
Contracts marketed under this Agreement.
(ii) DSI will promptly notify Golden American of any
customer complaint or

-3-

<PAGE>
<PAGE>
notice of any regulatory investigation
or proceeding received by DSI or its affiliates with respect
to DSI or any agent or representative in connection with any
Annuity Contracts distributed under this Agreement or any
activity in connection with Annuity Contracts.

(b) In the case of a substantive customer complaint, DSI and Golden
American will cooperate in investigating such complaint and any
response to such complaint will be sent to the other party to the
Agreement for approval not less than five business days prior to its
being sent to the customer or regulatory authority, except that if a
more prompt response is required, the proposed response shall be
communicated by telephone or telegraph.

12. INDEMNIFICATION.

(a) Golden American agrees to indemnify and hold harmless DSI and
its affiliates and each officer and director thereof against any
losses, claims, damages or liabilities, joint or several, to which
DSI or its affiliates or such officer or director may become
subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue
statement of a material fact, required to be stated therein or
necessary to make the statements therein not misleading, contained

(i) in any prospectus, or any amendment thereof, or
(ii) in any blue-sky application or other document
executed by Golden American specifically for the purpose of
qualifying Annuity Contracts for sale under the securities
laws of any jurisdiction.

Golden American will reimburse DSI and each officer or director,
for any legal or other expenses reasonably incurred by DSI or such
officer or director in connection with investigating or defending
any such loss, claim, damage, liability or action; provided
that Golden American will not be liable in any such case to the
extent that such loss, claim, damage or liability arises out of, or
is based upon, an untrue statement or alleged untrue statement or
omission or alleged omission made in reliance upon and in conformity
with information (including, without limitation, negative responses
to inquiries) furnished to Golden American by or on behalf of DSI
specifically for use in the preparation of any prospectus or ant
amendment thereof or any such blue-sky application or any amendment
thereof or supplement thereto.

(b) DSI agrees to indemnify and hold harmless Golden American and
its directors, each of its officers who has signed the registration
statement and each person, if any, who controls Golden American
within the meaning of the 1933 Act or the 1934 Act, against any
losses, claims, damages or liabilities to which Golden American and
any such director or officer or controlling person may become
subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon:

(i) Any untrue statement or alleged untrue statement
of a material fact or omission or alleged omission to state
a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the
circumstances under which they were made, not misleading,
contained (a) in any prospectus or any amendments thereof,
or, (b) in

-4-

<PAGE>
<PAGE>
any blue-sky application, in each case to the
extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with information
(including without limitation, negative responses to
inquiries) furnished to Golden American by DSI specifically
for use in the preparation of any prospectus or any
amendments thereof or any such blue-sky application or any
such amendment thereof or supplement thereto; or
(ii) Any unauthorized use of sales materials or any
verbal or written misrepresentations or any unlawful sales
practices concerning Annuity Contracts by DSI; or
(iii) Claims by agents or representatives or employees of DSI for
commissions, service fees, expense allowances or other
compensation or remuneration of any type.

DSI will reimburse Golden American and any
director or officer or controlling person for any legal or
other expenses reasonably incurred by Golden American, such
director or controlling person in connection with
investigating or defending any such loss, claim, damage,
liability or action. This indemnity agreement will be in
addition to any liability which DSI may otherwise have.

(c) Promptly after receipt by a party entitled to indemnification
("indemnified party") under this paragraph 12 of notice of the
commencement of any action, if a claim in respect thereof is to be
made against any person obligated to provide indemnification
under this paragraph 12 ("indemnifying party"), such indemnified
party will notify the indemnifying party in writing of the
commencement thereof, but the omission so to notify the indemnifying
party will not relieve it from any liability under this paragraph
12, except to the extent that the omission results in a failure of
actual notice to the indemnifying party and such indemnifying party
is damaged solely as a result of the failure to give such notice.
In case any such action is brought against any indemnified party,
and it notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein, and
to the extent that it may wish, to assume the defense thereof, with
separate counsel satisfactory to the indemnified party. Such
participation shall not relieve such indemnifying party of the
obligation to reimburse the indemnified party for reasonable legal
and other expenses incurred by such indemnified party in defending
himself, except for such expenses incurred after the indemnifying
party has deposited funds sufficient to the effect the settlement,
with prejudice, of the claim in respect of which indemnity is
sought. Any such indemnifying party shall not be liable to any such
indemnified party on account of any settlement of any claim or
action effected without the consent of such indemnifying party.

The indemnity agreements contained in this paragraph 12 shall
remain operative and in full force and effect, regardless of:

(i) any investigation made by or on behalf of DSI or
any officer or director thereof or by or on behalf of Golden
American;
(ii) delivery of any Annuity Contracts and payments
therefore; and

-5-

<PAGE>
<PAGE>
(iii) any termination of this Agreement.

A successor by law of DSI or any of the parties to this
Agreement, as the case may be, shall be entitled to the benefits of
the indemnity agreement contained in this paragraph 12.

13. TERMINATION.

a. This Agreement may be terminated at any time by mutual consent
of the parties.

b. Either party may terminate of the other materially breaches any
of the terms of this Agreement and fails to cure the breach within
sixty days of notification by the other party of such breach.

c. This Agreement shall terminate automatically upon the
termination of the Golden American-GFG Agreement.

d. Upon termination of this Agreement all authorizations, rights
and obligations shall cease except;

(i) the obligation to settle accounts hereunder,
including commissions for Annuity Contracts in effect at the
time of termination;
(ii) the agreements contained in paragraph 11 hereof; and
(iii) the indemnity set for in paragraph 12 hereof.

14. REGULATION.

This Agreement shall be subject to the provisions of the 1940 Act and the
1934 Act and the rules, regulations, and rulings thereunder and of the
NASD, from time to time in effect, including such exemptions from the
1940 Act as the SEC may grant, and the terms thereof shall be interpreted
and construed in accordance therewith.

DSI shall submit to all regulatory and administrative bodies having
jurisdiction over the operations of Golden American or the Account,
present or future, any information, reports or other material which any
such body by reason of this Agreement may request or require pursuant to
applicable laws or regulations.

15. SEVERABILITY.

If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

-6-

16. GENERAL.

This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of New York.

A. Force Majeure

Either party may be excused for delay or failure to perform under this
Agreement if such delay or failure is due to the direct or indirect
result of acts of God or government, war or national emergency, or for
any cause beyond the reasonable control of either party.

B. Entire Agreement

This Agreement and any attachments hereto and the material incorporated
herein by reference set forth the entire agreement between the parties,
and supercede all prior representations, agreements and understandings,
written or oral. Changes in the Agreement may be made only in a writing
signed by both the parties hereto.

C. Notices

All notices or other communications under this Agreement shall be in
writing and, unless otherwise specifically provided for herein, shall be
deemed given when addressed

(a) if to Golden American:

Mr. Fred H. Davidson
Golden American Life Insurance Company
909 Third Avenue
New York, NY 10022

(b) if to DSI:

Mr. James G. Kaiser
Directed Services, Inc.
909 Third Avenue
New York, NY 10022

D. Successors, Assigns

This Agreement shall be binding upon and shall insure to the benefit of
the parties and their respective successors and assigns. Neither this
Agreement nor any right hereunder may be assigned without the written
consent of the other parties.

E. Governing Law

This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.

F. Severability

If any term or provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of terms
and provisions of this

-7-

Agreement shall remain in full force and effect
and shall not be affected or impaired thereby.

G. Counterparts

This Agreement may be executed in one or more counterparts, each of which
shall constitute an original and all of which together shall constitute
one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

Attest: GOLDEN AMERICAN LIFE INSURANCE COMPANY

/s/Bernard R. Beckerlegge /s/Fred H. Davidson
- ------------------------- ----------------------------
Bernard R. Beckerlegge Fred H. Davidson
Secretary President

Attest: DIRECTED SERVICES, INC.

/s/Bernard R. Beckerlegge /s/James G. Kaiser
- ------------------------- ----------------------------
Bernard R. Beckerlegge James G. Kaiser
Secretary President

-8-

<PAGE>
<PAGE>
EXHIBIT 3(a)

STATE OF DELAWARE
[GRAPHIC OF LIBERTY AND INDEPENDENCE SEAL WITH TWO MEN ON OUTSIDE.]
DEPARTMENT OF INSURANCE
DOVER, DELAWARE
-------[GRAPHIC OF DIAMOND SYMBOL]-------

I, DONNA LEE H. WILLIAMS, INSURANCE COMMISSIONER OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THAT the attached Certificate of Restated Certificate of
Incorporation of the GOLDEN AMERICAN LIFE INSURANCE COMPANY, as filed with the
Delaware Secretary of State on December 21, 1993, is a true and correct copy
of the document on file with this Department.

IN WITNESS WHEREOF, I HAVE HEREUNTO
SET MY HAND AND AFFIXED THE OFFICIAL
SEAL OF THIS DEPARTMENT AT THE CITY OF
DOVER, THIS 7TH DAY OF JANUARY, 1994,

/S/ DONNA LEE H. WILLIAMS
--------------------------------------
Insurance Commissioner

--------------------------------------
Deputy Insurance Commissioner

<PAGE>
<PAGE>
PAGE 1
STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE
--------------------------------

I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
RESTATED CERTIFICATE OF INCORPORATION OF "GOLDEN AMERICAN LIFE INSURANCE
COMPANY" FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF DECEMBER, A.D. 1993,
AT 11:32 O'CLOCK A.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE
COUNTY RECORDER OF DEEDS ON THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 1993 FOR
RECORDING.

----------

[GRAPHIC OF SECRETARY OF STATE SEAL] /S/ WILLIAM T. QUILLEN
----------------------
WILLIAM T. QUILLEN, SECRETARY OF STATE

AUTHENTICATION: *4215285
933625028 DATE: 12/28/1993

<PAGE>
<PAGE>
RESTATED CERTIFICATE OF INCORPORATION
OF
GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------

Adopted in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware
--------------------------------------

The undersigned, Terry L. Kendall, President of Golden American Life
Insurance Company, a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), hereby certifies as follows:

1. The name of the Corporation is Golden American Life Insurance
Company. The Corporation was originally incorporated in the State of
Minnesota under the name St. Paul Life Insurance Company as a domestic
insurance corporation. The Corporation's original; articles of incorporation
were filed with the Department of State of the State of Minnesota on January
2, 1973 (the "Original Certificate"). A number of amendments have thereafter
been made to the Original Certificate by means of various certificates of
amendment and restatement, all of which were also filed in Minnesota.

2. the Corporation has been redomesticated from the State of Minnesota
to the State of Delaware, effective as of the date of the filing of this
certificate, pursuant to Section 4946 of the Delaware Insurance Code (18 DEL.
C.S 4946) and all other applicable provisions o f Delaware and Minnesota law.
A Certificate of Incorporation incorporating all of the provisions of the
Original Certificate, as amended, has today been filed as the Delaware
Certificate of Incorporation of the Corporation to implement the Corporation's
redomestication to Delaware. The Corporation is now filing this Restated
Certificate of Incorporation to amend and restate such Delaware Certificate of
Incorporation and to eliminate unnecessary provisions included therein.

3. The Certificate of Incorporation of the Corporation is hereby amended
and restated in its entirety as follows:

ARTICLE I

The name of the Corporation is Golden American Life Insurance Company.

ARTICLE II

The registered office of the Corporation in the State of Delaware is
located at 1001 Jefferson Street, Suite 550, Wilmington, New Castle County,
Delaware 19801. The Corporation is its own registered agent at that address.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
the State of Delaware.

ARTICLE IV

The total number of shares of stock which the Corporation shall have
authority to issue is 250,000. All such shares are to be common stock, par
value of Ten Dollars ($10) per share, and are to be of one class.

<PAGE>
<PAGE>
ARTICLE V

The Corporation is to have perpetual existence.

ARTICLE VI

The number of directors constituting the Board of Directors of the
Corporation shall be such as from time to time shall be fixed by, or in the
manner provided in, the By-laws of the Corporation.

ARTICLE VII

Unless and except to the extent that the By-laws of the Corporation shall
so require, the election of directors of the Corporation need not be by
written ballot.

ARTICLE VIII

In furtherance and not in limitation of the powers conferred by the laws
of the State of Delaware, the Board of Directors is expressly authorized and
empowered to make, alter and repeal the By-laws of the Corporation, subject to
the power of the stockholders of the Corporation to alter or repeal any by-law
made by the Board of Directors.

ARTICLE IX

A director of this Corporation shall not be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not adversely
affect any right or protection of a director of the Corporation existing
hereunder with respect to any act or omission occurring prior to such repeal
or modification.

ARTICLE X

The Corporation reserves the right at any time, and from time to time, to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in
this article.

4. That such Restated Certificate of Incorporation has been duly adopted
in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware by the unanimous written consent of
all of the stockholders entitled to vote in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware.

-2-

<PAGE>
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Restated
Certificate of Incorporation as of this 21ST day of December, 1993.

By: /s/ Terry L. Kendall
--------------------
Terry L. Kendall
President

Attest:

/s/ Bernard R. Beckerlegge
- --------------------------
Bernard R. Beckerlegge
Secretary

-3-

<PAGE>
<PAGE>
EXHIBIT 3(b)

STATE OF DELAWARE
[GRAPHIC OF LIBERTY AND INDEPENDENCE SEAL WITH TWO MEN ON OUTSIDE.]
DEPARTMENT OF INSURANCE
DOVER, DELAWARE
-------[GRAPHIC OF DIAMOND SYMBOL]-------

I, DONNA LEE H. WILLIAMS, INSURANCE COMMISSIONER OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THAT the attached By-Laws (as amended December 21, 1993) of the
GOLDEN AMERICAN LIFE INSURANCE COMPANY, is a true and correct copy of the
document on file with this Department.

IN WITNESS WHEREOF, I HAVE HEREUNTO
SET MY HAND AND AFFIXED THE OFFICIAL
SEAL OF THIS DEPARTMENT AT THE CITY OF
DOVER, THIS 7TH DAY OF JANUARY, 1994,

/S/ DONNA LEE H. WILLIAMS
--------------------------------------
Insurance Commissioner

--------------------------------------
Deputy Insurance Commissioner

<PAGE>
<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------

CERTIFICATION

The undersigned deposes and says that he is the Secretary and General
Counsel for Golden American Life Insurance Company; that he is familiar with
the By-Laws of Golden American Life Insurance Company and the contents
thereof; that the attached copy of the By-Laws is a true and accurate copy
duly adopted by Golden American's Board of Directors.

/s/ Bernard R. Beckerlegge
--------------------------
Bernard R. Beckerlegge
Secretary and General Counsel

January 11, 1994

<PAGE>
<PAGE>
(AS AMENDED 12/21/93)

BY-LAWS

GOLDEN AMERICAN LIFE INSURANCE COMPANY

ARTICLE I

STOCKHOLDERS

Section 1.1. ANNUAL MEETINGS. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. SPECIAL MEETINGS. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by
a committee of the Board of Directors that has been duly designated by the
Board of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. NOTICE OF MEETINGS. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given that shall state the place, date and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which the
meeting is called. Unless otherwise provided by law, the certificate of
incorporation or these by-laws, the written notice of any meetings shall be
given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on
the records of the corporation.

Section 1.4. ADJOURNMENTS. Any meetings of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meetings at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business
which might have been transacted at the original meeting. If the adjournment
is for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

Section 1.5. QUORUM. Except as otherwise provided by law, the
certificate of incorporation or these by-laws, at each meeting of stockholders
the presence in person or by proxy of the holders of a majority in voting
power of the outstanding shares of stock entitled to vote at the meeting shall
be necessary and sufficient to constitute a quorum. In the absence of a
quorum, the stockholders so present may, by majority vote, adjourn the meeting
from time to time in the manner provided in Section 1.4 of these by-laws until

-1-

<PAGE>
<PAGE>
a quorum shall attend. Shares of its own stock belonging to the corporation
or to another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be
counted for quorum purposes; provided, however, that the foregoing shall not
limit the right of the corporation or any subsidiary of the corporation to
vote stock, including but not limited to its own stock, held by it in a
fiduciary capacity.

Section 1.6. ORGANIZATION. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his absence by the Vice
Chairman of the Board, if any, or in his absence by the President, or in his
absence by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting. The chairman of the
meeting shall announce at the meeting of stockholders the date and time of the
opening and the closing of the polls for each matter upon which the
stockholders will vote.

Section 1.7. VOTING: PROXIES. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him which has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent
to corporate action in writing without a meeting may authorize another person
or persons to act for him by proxy, but no such proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer
period. A proxy shall be irrevocable if it states that it is irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy by delivering a proxy in accordance
with applicable law bearing a later date to the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot. At all
meetings of stockholders for the election of directors a plurality of the
votes cast shall be sufficient to elect. All other elections and questions
shall, unless otherwise provided by law, the certificate of incorporation or
these by-laws, be decided by the affirmative vote of the holders of a majority
in voting power of the shares of stock which are present in person or by proxy
and entitled to vote thereon.

Section 1.8. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of stockholders
or adjournment thereof, shall, unless otherwise required by law, not be more
than sixty nor less than ten days before the date of such meeting; (2) in the

-2-

<PAGE>
<PAGE>
case of determination of stockholders entitled to express consent to corporate
action in writing without a meeting, shall not be more than ten days from the
date upon which the resolution fixing the record date is adopted by the Board
of Directors; and (3) in the case of any other action, shall not be more than
sixty days prior to such other action. If no record date is fixed: (1) the
record date of determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when nor prior
action of the Board of Directors is required by law, shall be the first date
ion which a signed written consent setting forth the action taken or proposed
to be taken is delivered to the corporation in accordance with applicable law,
or, if prior action by the Board of Directors is required by law, shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action; and (3) the record date for determine
stockholders for any other purpose shall be at the close of business on the
day on which the Board of Directors adopts the resolution relating thereto. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

Section 1.9. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole
time thereof and may be inspected by any stockholder who is present. Upon the
willful neglect or refusal of the directors to produce such a list at any
meeting for the election of directors, they shall be ineligible for election
to any office at such meeting. Except as otherwise provided by law, the stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 1.10. ACTION BY CONSENT OF STOCKHOLDERS. Unless otherwise
restricted by the certificate of incorporation, any action required or
permitted to be taken at any annual or special meeting of the stockholders may
be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered (by hand or by certified or registered mail, return
receipt requested) to the corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of the corporation having custody of the book in which proceedings of minutes
of stockholders are recorded. Prompt notice of the taking of the corporate

-3-

<PAGE>
<PAGE>
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

Section 1.11. INSPECTORS OF ELECTION. The corporation may, and shall if
required by law, in advance of any meeting of stockholders, appoint one or
more inspectors of election, who may be employees of the corporation, to act
at the meeting or any adjournment thereof and to make a written report
thereof. The corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. In the event that no
inspector so appointed or designated is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to
the best of his or her ability. The inspector or inspectors so appointed or
designated shall (i) ascertain the number of shares of capital stock the
corporation outstanding and the voting power of each share, (ii) determine the
shares of capital stock of the corporation represented at the meeting and the
validity of proxies and ballots, (iii) count all votes and ballots, (iv)
determine and retain for a reasonable period a record of the disposition of
any challenges made to any determination by the inspectors, and (v) certify
their determination of the number of shares of capital stock of the
corporation represented at the meeting and such inspectors' count of all votes
and ballots. Such certification and report shall specify such other
information as may be required by law. In determining the validity and
counting of proxies and ballots cast at any meeting of stockholders of the
corporation, the inspectors may consider such information as is permitted by
applicable law. No person who is a candidate for an office at an election may
serve as an inspector at such election.

Section 1.12. CONDUCT OF MEETINGS. The Board of Directors of the
corporation may adopt by resolution such rules and regulations for the conduct
of the meeting of stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to so
all such acts as, in the judgment of such chairman, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the chairman of the
meeting, may include, without limitations, the following: (i) the
establishment of an agenda or order of business of the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those
present; (iii) limitations on attendance at or participation in the meeting to
stockholders of record of the corporation, their duly authorized and
constituted proxies or such other persons as the chairman of the meeting shall
determine; (iv) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (v) limitations on the time allotted to
questions or comment by participants. Unless and to the extent determined by
the Board of Directors or the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.

-4-

<PAGE>
<PAGE>
ARTICLE II

BOARD OF DIRECTORS

Section 2.1. NUMBER: QUALIFICATIONS. The Board of Directors shall
consist of not less than three (3) or more than twelve (12) members, the
number thereof to be determined from time to time by resolution of the Board
of Directors. Directors need not be stockholders.

Section 2.2. ELECTION: RESIGNATION; REMOVAL; VACANCIES. The Board of
Directors shall initially consist of the persons who were directors of the
corporation at the time of its redomestication to the State of Delaware, and
each such director shall hold office until the first annual meeting of
stockholders after such redomestication or until his successor is elected and
qualified. At each annual meeting of stockholders thereafter, the
stockholders shall elect directors each of whom shall hold office for a term
of one year or until his successor is elected and qualified. Any director may
resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining member of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the term of office of the director whom he has
replaced or until his successor is elected and qualified.

Section 2.3. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware
and at such times as the Board of Directors may from time to time determine,
and if so determined notices thereof need not be given.

Section 2.4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary,
or by any member of the Board of Directors. Notice of a special meeting of
the Board of Directors shall be given by the person or persons calling the
meeting at least twenty-four hours before the special meeting.

Section 2.5. TELEPHONIC MEETINGS PERMITTED. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
by-law shall constitute presence in person at such meeting.

Section 2.6. QUORUM: VOTE REQUIRED FOR ACTION. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute
a quorum for the transaction of business. Except in cases in which the
certificate of incorporation, these by-laws or applicable law otherwise
provides, the vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.

Section 2.7. ORGANIZATION. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his absence by the
Vice Chairman of the Board, if any, or in his absence by the President, or in

-5-

<PAGE>
<PAGE>
their absence by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

Section 2.8. INFORMAL ACTION BY DIRECTORS. Unless otherwise restricted
by the certificate of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board
of Directors or such committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors or such committee.

ARTICLE III

COMMITTEES

Section 3.1. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of
a member of the committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in place of any such absent or disqualified member. Any
such committee, to the extent permitted by law and to the extent provided in
the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it.

Section 3.2. COMMITTEE RULES. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such
rules each committee shall conduct its business in the same manner as the
Board of Directors conducts its business pursuant to Article II of these by-
laws.

ARTICLE IV

OFFICERS

Section 4.1. EXECUTIVE OFFICER: ELECTION; QUALIFICATIONS; TERM OF
OFFICE; RESIGNATION; REMOVAL; VACANCIES. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such
officer shall hold office until the first meeting of the Board of Directors
after the annual meeting of stockholders next succeeding his election, and
until his successor is elected and qualified or until his earlier resignation

-6-

<PAGE>
<PAGE>
or removal. Any officer may resign at any time upon written notice to the
corporation. The Board of Directors may remove any officer with or without
cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the corporation. Any number
of offices may be held by the same person. Any vacancy occurring in any
office of the corporation by death, resignation, removal or otherwise may be
filled for the unexpired portion of the term by the Board of Directors at any
regular or special meeting.

Section 4.2. POWERS AND DUTIES OF EXECUTIVE OFFICERS. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed in a resolution by the Board of Directors
and, to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board of Directors. The Board of
Directors may require any officer, agent or employee to give security for the
faithful performance of his duties.

ARTICLE V

STOCK

Section 5.1. CERTIFICATES. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or Vice Chairman of the Board of Directors, if any, of the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation certifying the number of shares
owned by him in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with
the same effect as if he were such officer, transfer agent, or registrar at
the date of issue.

Section 5.2. LOST, STOLEN OR DESTROYED STOCK CERTIFICATES: ISSUANCE OF
NEW CERTIFICATES. The corporation may issue a new certificate of stock in he
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

ARTICLE VI

INDEMNIFICATION

Section 6.1. RIGHT TO INDEMNIFICATION. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he, or a person for whom he is the

-7-

<PAGE>
<PAGE>
legal representative, is or was a director or officer of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans (an "indemnitee"), against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by such
indemnitee. The corporation shall be required to indemnify an indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee
only if the initiation of such proceeding (or part thereof) by the indemnitee
was authorized by the Board of Directors of the corporation.

Section 6.2. PREPAYMENT OF EXPENSES. The corporation shall pay the
expenses (including attorney's fees) incurred by an indemnitee in defending
any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that
the payment of expenses incurred by a director or officer in advance of the
final disposition of the proceeding shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced if it
should be ultimately determined that the director or officer is not entitled
to be indemnified under this Article or otherwise.

Section 6.3. CLAIMS. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor by the indemnitee has been received by the corporation,
the indemnitee may file suit to recover the unpaid amount of such claim and,
if successful in whole or in part, shall be entitled to be paid the expenses
of prosecuting such claim. In any such action the corporation shall have the
burden of proving that the indemnitee was not entitled to the requested
indemnification or payment of expenses under applicable law.

Section 6.4. NONEXCLUSIVITY OF RIGHTS. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which
such person may have or hereafter acquire under any statute, provision of the
certificate of incorporation, these by-laws, agreement, vote of stockholders
or disinterested directors or otherwise.

Section 6.5. OTHER INDEMNIFICATION. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, enterprise or nonprofit entity shall be reduced by any
amount such person may collect as indemnification from such other corporation,
partnership, joint venture, trust, enterprise or nonprofit enterprise.

Section 6.6. AMENDMENT OR REPEAL. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right
or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.

ARTICLE VII

MISCELLANEOUS

Section 7.1. FISCAL YEAR. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

-8-

<PAGE>
<PAGE>
Section 7.2. SEAL. The corporate seal shall have the name of the
corporation inscribed thereon and shall be in such form as may be approved
from time to time by the Board of Directors.

Section 7.3. WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND
COMMITTEES. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. INTERESTED DIRECTORS: QUORUM. No contract or transaction
between the corporation and one or more of its directors or office, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if: (1) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are know to the Board
of Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (2) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed
or are know to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or (3) the contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting
of the Board of Directors or of a committee which authorizes the contract or
transaction.

Section 7.5. FORM OF RECORDS. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly
legible form within a reasonable time.

Section 7.6. AMENDMENT OF BY-LAWS. The by-laws may be altered or
repealed, and new by-laws made, by the Board of Directors, but the
stockholders may make additional by-laws and may alter and repeal any by-laws
whether adopted by them or otherwise.

-9-

EXHIBIT 3(c)

RESOLVED, the Board of Directors of Golden American Life
Insurance Company ("Golden American") hereby authorizes the use of
powers of attorney by each Golden American Director and Officer
granting to the General Counsel or any Associate General Counsel the
authority to sign as attorney-in-fact any and all of Golden
American's registration statements to be filed with the Security and
Exchange Commission and amendments thereto and any other documents
necessary or advisable in connection with Golden American's
registration statements or amendments thereto, each such power of
attorney becoming effective only upon its manual signature by the
Director and/or Officer granting said power of attorney.

<PAGE>
<PAGE>
EXHIBIT 4(a)

-----GOLDEN
--------AMERICAN DEFERRED COMBINATION
----------LIFE INSURANCE VARIABLE AND FIXED
-------COMPANY ANNUITY CERTIFICATE

Golden American is a stock company domiciled in Delaware.
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
| |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date |
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
- ------------------------------------------------------------------------------

This is a legal Contract between its Owner and us. Please read it
carefully. In this contract you or your refers to the Owner shown above.
We, our or us refers to Golden American Life Insurance Company. You may
allocate this Contract's Accumulation Value among the Variable Separate
Account, the General Account and the Fixed Account shown in the Schedule.

If this Contract is in force, we will make income payments to you
starting on the Annuity Commencement Date. If the Owner dies prior to
the Annuity Commencement Date, we will pay a death benefit to the
Beneficiary. The amount of such benefits is subject to the terms of this
Contract.

ALL PAYMENTS AND VALUES, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A
VARIABLE SEPARATE ACCOUNT, MAY INCREASE OR DECREASE, DEPENDING ON THE
CONTRACT'S INVESTMENT RESULTS. ALL PAYMENTS AND VALUES, WHEN BASED ON
THE FIXED ACCOUNT, MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT, THE
OPERATION OF WHICH MAY CAUSE SUCH PAYMENTS AND VALUES TO INCREASE OR
DECREASE.

RIGHT TO EXAMINE THIS CONTRACT: YOU MAY RETURN THIS CONTRACT TO US OR
THE AGENT THROUGH WHOM YOU PURCHASED IT WITHIN 10 DAYS AFTER YOU RECEIVE
IT. IF SO RETURNED, WE WILL TREAT THE CONTRACT AS THOUGH IT WERE NEVER
ISSUED. UPON RECEIPT WE WILL PROMPTLY REFUND THE ACCUMULATION VALUE,
ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, PLUS ANY CHARGES WE HAVE
DEDUCTED AS OF THE DATE THE RETURNED CONTRACT IS RECEIVED BY US.

Customer Service Center Secretary: /s/ Myles R. Tashman
1475 Dunwoody Drive
West Chester, PA 19380 President: /s/ Barnett Chernow

- ------------------------------------------------------------------------------
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT - NO DIVIDENDS
Variable Cash Surrender Values while the Annuitant and Owner are living
and prior to the Annuity Commencement Date. Death benefit subject to
guaranteed minimum. Additional Premium Payment Option. Partial
Withdrawal Option. Non-participating. Investment results reflected in
values.

GA-IA-1052

CONTRACT CONTENTS
- ------------------------------------------------------------------------------

THE SCHEDULE YOUR CONTRACT BENEFITS........14

Payment and Investment Information...3A Cash Value Benefit
The Variable Separate Accounts.......3B Partial Withdrawal Option
The General Account................3C Proceeds Payable to the
Beneficiary
Contract Facts.....................3D
Charges and Fees...................3E
Income Plan Factors................3F CHOOSING AN INCOME PLAN.......16

IMPORTANT TERMS .......................4

INTRODUCTION TO THIS CONTRACT..........6 Annuity Benefits
Annuity Commencement Date
The Contract Selection
The Owner Frequency Selection
The Annuitant The Income Plan
The Beneficiary The Annuity Options
Change of Owner or Beneficiary Payment When Named Person Dies

PREMIUM PAYMENTS AND ALLOCATION OTHER IMPORTANT INFORMATION...18
CHANGES.............................8

Initial Premium Payment Sending Notice to Us
Additional Premium Payment Option Reports to Owner
Your Right to Change Allocation of Assignment - Using this Contract
Accumulation Value as Collateral Security
What Happens if a Variable Changing this Contract
Separate Account Contract Changes -
Division is Not Available Applicable Tax Law
Misstatement of Age or Sex
Non-Participating
HOW WE MEASURE THE CONTRACT'S Payments We May Defer
ACCUMULATION VALUE.............. 9 Authority to Make Agreements
Required Note on Our Computations
The Variable Separate Accounts
The General Account
Valuation Period
Accumulation Value
Accumulation Value in each Division
Measurement of Investment Experience
Charges Deducted from Accumulation Value
on each Contract Processing Date

Copies of any application and any additional Riders and
Endorsements are at the back of this Contract.

THE SCHEDULE

The Schedule gives specific facts about this Contract and its
coverage. Please refer to the Schedule while reading this
Contract.

GA-IA-1052
2

THE SCHEDULE
PAYMENT AND INVESTMENT INFORMATION
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Annuitant's Issue Age Annuitant's Sex Owner's Issue Age |
| [55] [MALE] [35] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Contract Date Issue Date Residence Status |
| [JANUARY 1, 1996] [JANUARY 1, 1996] [DELAWARE] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
- ------------------------------------------------------------------------------

INITIAL INVESTMENT

Initial Premium Payment received: [$10,000]

Your initial Accumulation Value has been invested as follows:

Percentage of
Divisions Accumulation Value
--------- ------------------
[Multiple Allocation 10%
Fully Managed 10%
Capital Appreciation 10%
Rising Dividends 10%
All-Growth 10%
Real Estate 10%
Value Equity 5%
Hard Assets 5%
Emerging Markets 5%
Managed Global 5%
Limited Maturity Bond 5%
Liquid Asset 5%
Strategic Equity 5%
Fixed Allocation - 1 Year 5%]
------------------------------- -------------------------
Total 100%
===== ====

ADDITIONAL PREMIUM PAYMENT INFORMATION

[We will accept additional premium payments until either the Annuitant or
Owner reaches the Attained Age of 85. The minimum additional payment
which may be made is [$100.00].]

[In no event may you contribute to your IRA for the taxable year in which
you attain age 70 1/2 and thereafter (except for rollover contributions).
The minimum additional payment which may be made is [$250.00].]

GA-IA-1052

3A1

THE SCHEDULE
PAYMENT AND INVESTMENT INFORMATION (continued)
- ------------------------------------------------------------------------------

ADDITIONAL PREMIUM PAYMENT INFORMATION

[We will accept additional premium payments until either the Annuitant or
Owner reaches the Attained Age of 85. The minimum additional payment
which may be made is [$100.00].]

ACCUMULATION VALUE ALLOCATION RULES

The maximum number of Divisions in which you may be invested at any one
time is [sixteen]. You are allowed unlimited allocation changes per
Contract Year without charge. We reserve the right to impose a charge
for any allocation change in excess of [twelve] per Contract Year. The
Excess Allocation Charge is shown in the Schedule. Allocations into and
out of the Guaranteed Interest Divisions are subject to restrictions (see
General Account).

ALLOCATION CHANGES BY TELEPHONE

You may request allocation changes by telephone during our telephone
request business hours. You may call our Customer Service Center at
1-800-366-0066 to make allocation changes by using the personal
identification number you will receive. You may also mail any notice
or request for allocation changes to our Customer Service Center at the
address shown on the cover page.

GA-IA-1052

3A2

THE SCHEDULE
THE VARIABLE SEPARATE ACCOUNTS
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
- ------------------------------------------------------------------------------

DIVISIONS INVESTING IN SHARES OF A MUTUAL FUND

Separate Account B (the "Account") is a unit investment trust Separate
Account, organized in and governed by the laws of the State of Delaware,
our state of domicile. The Account is divided into Divisions. Each
Division listed below invests in shares of the mutual fund portfolio (the
"Series") designated. Each portfolio is a part of The GCG Trust managed
by Directed Services, Inc.

SERIES SERIES
------ ------
[Multiple Allocation Real Estate
Fully Managed Hard Assets
Value Equity Emerging Markets
Small Cap Limited Maturity Bond
Capital Appreciation Liquid Assets
Rising Dividend Strategic Equity
Capital Growth Managed Global
Developing World Global Fixed Income
Large Cap Value Total Return
Growth All-Cap
Mid-Cap Growth Investors
Research Equity Income]

Each Division listed below invests in shares of the mutual fund portfolio
(the "Portfolio") designated. Each portfolio is a part of the Evergreen
Trust managed by Evergreen Asset Management, Inc.

PORTFOLIO
---------
[Equity Index
Foundation
Global Leaders
Small Cap Value]

GA-IA-1052

THE SCHEDULE
THE GENERAL ACCOUNT

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
- ------------------------------------------------------------------------------

GENERAL ACCOUNT

[Guaranteed Interest Division
A Guaranteed Interest Division provides an annual minimum interest rate
of 3%. At our sole discretion, we may periodically declare higher
interest rates for specific Guarantee Periods. Such rates will apply to
periods following the date of declaration. Any declaration will be by
class and will be based on our future expectations.

Limitations of Allocations
We reserve the right to restrict allocations into and out of the General
Account. Such limits may be dollar restrictions on allocations into the
General Account or we may restrict reallocations into the General
Account.

Transfers from a Guaranteed Interest Division
We currently require that an amount allocated to a Guarantee Period not
be transferred until the Maturity Date, except pursuant to our published
rules. We reserve the right not to allow amounts previously transferred
from a Guaranteed Interest Division to the Variable Separate Account
Divisions or to a Fixed Allocation to be transferred back to a Guaranteed
Interest Division for a period of at least six months from the date of
transfer.

GA-IA-1052

THE SCHEDULE
CONTRACT FACTS
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
- ------------------------------------------------------------------------------

CONTRACT FACTS

Contract Processing Date
The Contract Processing Date for your Contract is [April 1] of each year.

Specially Designated Divisions
When a distribution is made from an investment portfolio underlying a
Separate Account Division in which reinvestment is not available, we will
allocate the amount of the distribution to the [Liquid Asset Division]
unless you specify otherwise.

PARTIAL WITHDRAWALS

The maximum amount that can be withdrawn each Contract Year without being
considered an Excess Partial Withdrawal is described below. We will
collect a Surrender Charge for Excess Partial Withdrawals and a charge for
any unrecovered premium taxes. In no event may a Partial Withdrawal be
greater than 90% of the Cash Surrender Value. After a Partial Withdrawal,
the remaining Accumulation Value must be at least $100 to keep the Contract
in force.

Systematic Partial Withdrawals and Conventional Partial Withdrawals may not
be taken in the same Contract Year.

To determine the Surrender Charge on Excess Partial Withdrawals, the
withdrawals will occur in the following order:
(1) Any remaining Free Amount;
(2) Premium Payments which were received more than ten years prior
to the withdrawal; and,
(3) Premium Payments which were received less than ten years prior
to withdrawal.

Earnings and Free Amounts are not treated as withdrawals of Premium
Payments for purposes of calculating any Surrender Charge.

The Free Amount for a Contract Year is equal to 10% of Premium Payments
received within ten years prior to the date of withdrawal which were not
previously withdrawn.
Conventional Partial Withdrawals

Minimum Withdrawal Amount: $100.

Any Conventional Partial Withdrawal is subject to a Market Value
Adjustment unless withdrawn from a Fixed Allocation within 30 days prior
to the Maturity Date.

GA-IA-1052

3D1

THE SCHEDULE
CONTRACT FACTS (continued)

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
- ------------------------------------------------------------------------------

Systematic Partial Withdrawals
Systematic Partial Withdrawals may be elected to commence after 28 days
from the Contract Issue Date and may be taken on a monthly, quarterly or
annual basis. You select the day withdrawals will be made, but no later
than the 28th day of the month. If you do not elect a day, the Contract
Date will be used.

Maximum Withdrawal Amounts:

Variable Separate Account Divisions: .833% monthly, 2.5% quarterly or
10% annually of Premium Payments not
previously withdrawn.
Fixed Allocations and
Guaranteed Interest Divisions: Interest earned on a Fixed Allocation
or Guaranteed Interest Division for the
prior month, quarter or year (depending
on the frequency selected).

The Maximum Withdrawal Amount available for a year as a Systematic Partial
Withdrawal is 10% of Premium Payments
not previously withdrawn.
A Systematic Partial Withdrawal from a Fixed Allocation is not subject to
Market Value Adjustment. Systematic Partial Withdrawals and Conventional
Partial Withdrawals may not be taken in the same Contract Year. A
Systematic Partial Withdrawal in excess of the Free Amount may be subject
to a Surrender Charge.

[IRA Partial Withdrawals for Qualified Plans Only
IRA Partial Withdrawals may be taken on a monthly, quarterly or annual basis.
A minimum withdrawal of $100.00 is required. You select the day the
withdrawals will be made, but no later than the 28th day of the month. If
you do not elect a day, the Certificate Date will be used. Systematic
Partial Withdrawals and Conventional Partial Withdrawals are not allowed when
IRA Partial Withdrawals are being taken. An IRA Partial Withdrawal in excess
of the maximum amount allowed under the Systematic Partial Withdrawal option
may be subject to a Market Value Adjustment.]

DEATH BENEFITS

[The Death Benefit is the greatest of (i), (ii), (iii) below, where:
(i) the Accumulation Value;
(ii) the Cash Surrender Value;
(iii) the sum of premiums paid, reduced by Prorata Partial Withdrawal
Adjustment(s) for Accumulation Value withdrawn.

PRORATA PARTIAL WITHDRAWAL ADJUSTMENTS

For any partial withdrawal, the Death Benefit components will be reduced
by Prorata Partial Withdrawal Adjustments. The Prorata Partial Withdrawal
Adjustment to a death benefit component for a partial withdrawal is equal
to (1) divided by (2), multiplied by (3), where: (1) is the Accumulation
Value withdrawn, (2) is the Accumulation Value immediately prior to the
withdrawal, and (3) is the amount of the applicable death benefit
component immediately prior to the withdrawal.

GA-IA-1052

3D2

THE SCHEDULE
CONTRACT FACTS (continued)

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
- ------------------------------------------------------------------------------

CHANGE OF OWNER

A change of Owner will result in recalculation of the Death Benefit. If
the Owner's or the oldest of multiple owners' attained age at the time of
the change is less than (86), the Death Benefit will remain in effect. If
any owner's or oldest multiple owners attained age at the time of the
change is (86) or greater, the Death Benefit thereafter will be the cash
surrender value.

SPOUSAL CONTINUATION UPON DEATH OF OWNER

If at the Owner's death, the surviving spouse of the deceased Owner is
the beneficiary and such surviving spouse elects to continue the
certificate as their own pursuant to Internal Revenue Code Section 72(s)
or the equivalent provisions of the U.S. Treasury Department rules for
qualified plans, the following will apply:
(a) If the Death Benefit as of the date we receive due proof of the
death of the Owner, minus the Accumulation Value, also of that date,
is greater than zero, we will add such difference to the Accumulation
Value. Such addition will be allocated to the divisions of the
Separate Account in proportion to the Accumulation Value in the
Separate Account. If there is no Accumulation Value in the Separate
Account, the addition will be allocated to the Liquid Assets
division, or its successor.
(b) The Death Benefit will continue to apply, with all age criteria
using the surviving spouse's age as the determining age.
(c) At subsequent surrender, any surrender charge applicable to premiums
paid prior to the date we receive due proof of death of the Owner
will be waived. Any premiums paid later will be subject to any
applicable surrender charge.
This Addition to the Accumulation Value is available only to the spouse
of the Owner as of the date of death of the Owner is such spouse under
the provisions of this certificate elects to continue the Contract as
their own.

CHOOSING AN INCOME PLAN

Required Date of Annuity Commencement
[Distributions from a Contract funding a qualified plan must commence no
later than [April 1st] of the calendar year following the calendar year in
which the Owner attains age 70 1/2.]

The Annuity Commencement Date is required to be the same date as the
Contract Processing Date in the month following the Annuitant's 90th
birthday. If, on the Annuity Commencement Date, a Surrender Charge
remains, your elected Annuity Option must include a period certain of at
least five years duration. In applying the Accumulation Value, we may
first collect any Premium Taxes due us.

Minimum Annuity Income Payment
The minimum monthly annuity income payment that we will make is [$20].

Optional Benefit Riders - [None.]

GA-IA-1052

3D3

THE SCHEDULE
CONTRACT FACTS (continued)
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
- ------------------------------------------------------------------------------

ATTAINED AGE

The Issue Age of the Annuitant or Owner plus the number of full years
elapsed since the Contract Date.

FIXED ACCOUNT

Minimum Fixed Allocation
The minimum allocation to the Fixed Account in any one Fixed Allocation is
[$250.00].

Minimum Guaranteed Interest Rate - [3%.]

Guarantee Periods
We currently offer Guarantee Periods of [1,2,3,4,5,6,7,8,9 and 10] year(s).
We reserve the right to offer Guarantee Periods of durations other than
those available on the Contract Date. We also reserve the right to cease
offering a particular Guarantee Period or Periods.

Index Rate
The Index Rate is the average of the Ask Yields for the U.S. Treasury
Strips as reported by a national quoting service for the applicable
maturity. The average is based on the period from the 22nd day of the
calendar month two months prior to the calendar month of Index Rate
determination to the 21st day of the calendar month immediately prior to
the month of determination. The applicable maturity date for these U.S.
Treasury Strips is on or next following the last day of the Guarantee
Period. If the Ask Yields are no longer available, the Index Rate will
be determined using a suitable replacement method.

We currently set the Index Rate once each calendar month. However, we
reserve the right to set the Index Rate more frequently than monthly, but
in no event will such Index Rate be based on a period less than 28 days.

GA-IA-1052

3D4

THE SCHEDULE
CHARGES AND FEES
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
- ------------------------------------------------------------------------------

DEDUCTIONS FROM PREMIUMS

[None.]

DEDUCTIONS FROM ACCUMULATION VALUE

Initial Administrative Charge
[None.]

Administrative Charge
We charge [$50] to cover a portion of our ongoing administrative expenses
for each Contract Processing Period. The charge is incurred at the
beginning of the Contract Processing Period and deducted on the Contract
Processing Date at the end of the period.

Excess Allocation Charge
Currently none, however, we reserve the right to charge [$25] for a change
if you make more than [twelve] allocation changes per Contract Year. Any
charge will be deducted in proportion to the amount being transferred from
each Division.

Surrender Charge
A Surrender Charge is imposed as a percentage of unliquidated premium if
the Contract is surrendered or an Excess Partial Withdrawal is taken. The
percentage imposed at time of surrender or Excess Partial Withdrawal
depends on the number of complete years that have elapsed since a premium
payment was made. The Surrender Charge expressed as a percentage of each
premium payment is as follows:

Complete Years Elapsed Surrender
Since Premium Payment Charges
---------------------- -------
[0 8.5%
1 8.5%
2 8.5%
3 8.5%
4 8.5%
5 8.0%
6 7.0%
7 6.0%
8 4.0%
9 2.0%
10+ 0.0%

Surrender of the Contract is permitted at or before the commencement
of annuity payments.

GA-IA-1052

3E1

THE SCHEDULE
CHARGES AND FEES(continued)
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
- ------------------------------------------------------------------------------

[Premium Taxes
We deduct the amount of any premium or other state and local taxes levied
by any state or governmental entity when such taxes are incurred.

We reserve the right to defer collection of Premium Taxes until surrender
or until application of Accumulation Value to an Annuity Option. An
Excess Partial Withdrawal will result in the deduction of any Premium Tax
then due us on such amount. We reserve the right to change the amount we
charge for Premium Tax charges on future premium payments to conform with
changes in the law or if the Owner changes state of residence.]

Deductions from the Divisions
Mortality and Expense Risk Charge - We deduct [0.003446%] of the assets
in each Variable Separate Account Division on a daily basis (equivalent
to an annual rate of [1.25%]) for mortality and expense risks. This
charge is not deducted from the Fixed Account values.

Asset Based Administrative Charge - We deduct [0.000411%] of the assets
in each Variable Separate Account Division on a daily basis (equivalent
to an annual rate of [0.15%]) to compensate us for a portion of our
ongoing administrative expenses. This charge is not deducted from the
Fixed Account values.

CHARGE DEDUCTION DIVISION

All charges against the Accumulation Value in this Contract will be
deducted from the [Liquid Asset Division].

GA-IA-1052

3E2

THE SCHEDULE
INCOME PLAN FACTORS
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
- ------------------------------------------------------------------------------

Values for other payment periods, ages or joint life combinations are
available on request. Monthly payments are shown for each $1,000
applied.

TABLE FOR INCOME FOR A FIXED PERIOD

Fixed Fixed Fixed
Period Monthly Period Monthly Period Monthly
of Years Income of Years Income of Years Income

[5 17.95 14 7.28 23 5.00
6 15.18 15 6.89 24 4.85
7 13.20 16 6.54 25 4.72
8 11.71 17 6.24 26 4.60
9 10.56 18 5.98 27 4.49
10 9.64 19 5.74 28 4.38
11 8.88 20 5.53 29 4.28
12 8.26 21 5.33 30 4.19]
13 7.73 22 5.16

TABLE FOR INCOME FOR LIFE

Male/Female Male/Female Male/Female
Age 10 Years 20 Years Refund
Certain Certain Certain

[50 $4.06/3.83 $3.96/3.77 $3.93/3.75
55 4.43/4.14 4.25/4.05 4.25/4.03
60 4.90/4.56 4.57/4.37 4.66/4.40
65 5.51/5.10 4.90/4.73 5.12/4.83
70 6.26/5.81 5.18/5.07 5.76/5.42
75 7.11/6.70 5.38/5.33 6.58/6.19
80 7.99/7.70 5.48/5.46 7.69/7.21
85 8.72/8.59 5.52/5.51 8.72/8.59
90 9.23/9.18 5.53/5.53 10.63/10.53]

GA-IA-1052

IMPORTANT TERMS
- ------------------------------------------------------------------------------

ACCUMULATION VALUE - The amount that a Contract provides for investment
at any time. Initially, this amount is equal to the premium paid.

ANNUITANT - The person designated by the Owner to be the measuring life
in determining Annuity Payments.

ANNUITY COMMENCEMENT DATE - For each Contract, the date on which Annuity
Payments begin.

ANNUITY OPTIONS - Options the Owner selects that determine the form and
amount of annuity payments.

ANNUITY PAYMENT - The periodic payment an Owner receives. It may be
either a fixed or a variable amount based on the Annuity Option
chosen.

ATTAINED AGE - The Issue Age of the Annuitant or Owner plus the number of
full years elapsed since the Contract Date.

BENEFICIARY - The person designated to receive benefits in the case of
the death of the Owner.

BUSINESS DAY - Any day the New York Stock Exchange ("NYSE") is open for
trading, exclusive of federal holidays, or any day on which the
Securities and Exchange Commission ("SEC") requires that mutual funds,
unit investment trusts or other investment portfolios be valued.

CASH SURRENDER VALUE - The amount the Owner receives upon surrender of
the Contract.

CHARGE DEDUCTION DIVISION - The Division from which all charges are
deducted if so designated or elected by the Owner.

CONTINGENT ANNUITANT - The person designated by the Owner who, upon the
Annuitant's death prior to the Annuity Commencement Date, becomes the
Annuitant.

CONTRACT ANNIVERSARY - The anniversary of the Contract Date.

CONTRACT DATE - The date we received the initial premium and upon which
we begin determining the Contract values. It may not be the same as
the Contract Issue Date. This date is used to determine Contract
months, processing dates, years, and anniversaries.

CONTRACT ISSUE DATE - The date the Contract is issued at our Customer
Service Center.

CONTRACT PROCESSING DATES - The days when we deduct certain charges from
the Accumulation Value. If the Contract Processing Date is not a
Valuation Date, it will be on the next succeeding Valuation date. The
Contract Processing Date will be on the Contract Anniversary of each
year.

CONTRACT PROCESSING PERIOD - The period between successive Contract
Processing Dates unless it is the first Contract Processing Period.
In that case, it is the period from the Contract Date to the first
Contract Processing Date.

CONTRACT YEAR - The period between Contract Anniversaries.

GA-IA-1052

IMPORTANT TERMS (continued)
- ------------------------------------------------------------------------------

EXPERIENCE FACTOR - The factor which reflects the investment experience
of the portfolio in which a Variable Separate Account Division invests
and also reflects the charges assessed against the Division for a
Valuation Period.

FIXED ACCOUNT - This is the Separate Account established to support Fixed
Allocations.

FIXED ALLOCATION - An amount allocated to the Fixed Account that is
credited with a Guaranteed Interest Rate for a specified Guarantee
Period.

GUARANTEE PERIOD - The period of years a rate of interest is guaranteed
to be credited to a Fixed Allocation or allocations to a Guaranteed
Interest Division.

GUARANTEED INTEREST RATE - The effective annual interest rate which we
will credit for a specified Guarantee Period.

GUARANTEED INTEREST DIVISION - An investment option available in the
General Account, an account which contains all of our assets other
than those held in our Separate Accounts.

GUARANTEED MINIMUM INTEREST RATE - The minimum interest rate which can be
declared by us for Fixed Allocations or allocations to a Guaranteed
Interest Division.

INDEX OF INVESTMENT EXPERIENCE - The index that measures the performance
of a Variable Separate Account Division.

INITIAL PREMIUM - The payment amount required to put each Contract in
effect.

ISSUE AGE - The Annuitant's or Owner's age on the last birthday on or
before the Contract Date.

MARKET VALUE ADJUSTMENT - A positive or negative adjustment to a Fixed
Allocation. It may apply if all or part of a Fixed Allocation is
withdrawn, transferred, or applied to an Annuity Option prior to the
end of the Guarantee Period.

MATURITY DATE - The date on which a Guarantee Period matures.

OWNER - The person who owns a Contract and is entitled to exercise all
rights of the Contract. This person's death also initiates payment of
the death benefit.

RIDERS - Riders add provisions or change the terms of the Contract.

SPECIALLY DESIGNATED DIVISION - Distributions from a portfolio underlying
a Division in which reinvestment is not available will be allocated to
this Division unless you specify otherwise.

VALUATION DATE - The day at the end of a Valuation Period when each
Division is valued.

VALUATION PERIOD - Each business day together with any non-business days
before it.

VARIABLE SEPARATE ACCOUNT DIVISION - An investment option available in
the Variable Separate Account shown in the Schedule.

GA-IA-1052

INTRODUCTION TO THIS CONTRACT
- ------------------------------------------------------------------------------

THE CONTRACT

This is a legal contract between you and us. We provide benefits as
stated in this Contract. In return, you supply us with the Initial
Premium Payment required to put this Contract in effect.

This Contract, together with any Riders or Endorsements, constitutes the
entire Contract. Riders and Endorsements add provisions or change the
terms of the basic Contract.

THE OWNER

You are the Owner of this Contract. You are also the Annuitant unless
another Annuitant has been named in the application and is shown in the
Schedule. You have the rights and options described in this Contract,
including but not limited to the right to receive the Annuity Benefits on
the Annuity Commencement Date.

One or more people may own this Contract. If there are multiple Owners
named, the age of the oldest Owner will be used to determine the
applicable death benefit. In the case of a sole Owner who dies prior to
the Annuity Commencement Date, we will pay the Beneficiary the death
benefit then due. If the sole Owner is not an individual, we will treat
the Annuitant as Owner for the purpose of determining when the Owner dies
under the death benefit provision (if there is no Contingent Annuitant),
and the Annuitant's age will determine the applicable death benefit
payable to the Beneficiary. The sole Owner's estate will be the
Beneficiary if no Beneficiary designation is in effect, or if the
designated Beneficiary has predeceased the Owner. In the case of a joint
Owner of the Contract dying prior to the Annuity Commencement Date, the
surviving Owner(s) will be deemed as the Beneficiary(ies).

THE ANNUITANT

The Annuitant is the measuring life of the Annuity Benefits provided
under this Contract. You may name a Contingent Annuitant. The Annuitant
may not be changed during the Annuitant's lifetime.

If the Annuitant dies before the Annuity Commencement Date, the
Contingent Annuitant becomes the Annuitant. You will be the Contingent
Annuitant unless you name someone else. The Annuitant must be a natural
person. If the Annuitant dies and no Contingent Annuitant has been
named, we will allow you sixty days to designate someone other than
yourself as an Annuitant. If all Owners are not individuals and, through
the operation of this provision, an Owner becomes Annuitant, we will pay
the death proceeds to the Beneficiary. If there are joint Owners, we
will treat the youngest of the Owners as the Contingent Annuitant
designated, unless you elect otherwise.

THE BENEFICIARY

The Beneficiary is the person to whom we pay death proceeds if any Owner
dies prior to the Annuity Commencement Date. See Proceeds Payable to the
Beneficiary for more information. We pay death proceeds to the primary
Beneficiary (unless there are joint Owners in which case the death
benefit proceeds are payable to the surviving Owner). If the primary
Beneficiary dies before the Owner, the death proceeds are paid to the
Contingent Beneficiary, if any. If there is no surviving Beneficiary, we
pay the death proceeds to the Owner's estate.

GA-IA-1052

INTRODUCTION TO THIS CONTRACT (continued)
- ------------------------------------------------------------------------------

One or more persons may be named as primary Beneficiary or contingent
Beneficiary. In the case of more than one Beneficiary, we will assume
any death proceeds are to be paid in equal shares to the surviving
Beneficiaries. You can specify other than equal shares.

You have the right to change Beneficiaries, unless you designate the
primary Beneficiary irrevocable. When an irrevocable Beneficiary has
been designated, you and the irrevocable Beneficiary may have to act
together to exercise the rights and options under this Contract.

CHANGE OF OWNER OR BENEFICIARY

During your lifetime and while this Contract is in effect you can
transfer ownership of this Contract or change the Beneficiary. To make
any of these changes, you must send us written notice of the change in a
form satisfactory to us. The change will take effect as of the day the
notice is signed. The change will not affect any payment made or action
taken by us before recording the change at our Customer Service Center.
A Change of Owner may affect the amount of death benefit payable under
this Contract. See Proceeds Payable to Beneficiary.

GA-IA-1052

PREMIUM PAYMENTS AND ALLOCATION CHARGES
- ------------------------------------------------------------------------------

INITIAL PREMIUM PAYMENT

The Initial Premium Payment is required to put this Contract in effect.
The amount of the Initial Premium Payment is shown in the Schedule.

ADDITIONAL PREMIUM PAYMENT OPTION

You may make additional premium payments under this Contract after the
end of the Right to Examine period. Restrictions on additional premium
payments, such as the Attained Age of the Annuitant or Owner and the
timing and amount of each payment, are shown in the Schedule. We reserve
the right to defer acceptance of or to return any additional premium
payments.

As of the date we receive and accept your additional premium payment:

(1) The Accumulation Value will increase by the amount of the
premium payment less any premium deductions as shown in the
Schedule.
(2) The increase in the Accumulation Value will be allocated among
the Divisions of the Variable Separate Account and General Account
and allocations to the Fixed Account in accordance with your
instructions. If you do not provide such instructions, allocation
will be among the Divisions of the Variable Separate Account and
General Account and allocations to the Fixed Account in proportion
to the amount of Accumulation Value in each Division or Fixed
Allocation.

Where to Make Payments
Remit the premium payments to our Customer Service Center at the address
shown on the cover page. On request we will give you a receipt signed by
our treasurer.

YOUR RIGHT TO CHANGE ALLOCATION OF ACCUMULATION VALUE

You may change the allocation of the Accumulation Value among the
Divisions and Fixed Allocations after the end of the Right to Examine
period. The number of free allocation changes each year that we will
allow is shown in the Schedule. To make an allocation change, you must
provide us with satisfactory notice at our Customer Service Center. The
change will take effect when we receive the notice. Restrictions for
reallocation into and out of Divisions of the Variable Separate Account
and General Account and allocations to the Fixed Account are shown in the
Schedule. An allocation from the Fixed Account may be subject to a
Market Value Adjustment. See the Schedule.

WHAT HAPPENS IF A VARIABLE SEPARATE ACCOUNT DIVISION IS NOT AVAILABLE

When a distribution is made from an investment portfolio supporting a
unit investment trust Separate Account Division in which reinvestment is
not available, we will allocate the distribution to the Specially
Designated Division shown in the Schedule unless you specify otherwise.

Such a distribution may occur when an investment portfolio or Division
matures, when distribution from a portfolio or Division cannot be
reinvested in the portfolio or Division due to the unavailability of
securities, or for other reasons. When this occurs because of maturity,
we will send written notice to you thirty days in advance of such date.
To elect an allocation to other than the Specially Designated Division
shown in the Schedule, you must provide satisfactory notice to us at
least seven days prior to the date the investment matures. Such
allocations will not be counted as an allocation change of the
Accumulation Value for purposes of the number of free allocations
permitted.

GA-IA-1052

HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE
- ------------------------------------------------------------------------------

The variable Annuity Benefits under this Contract are provided through
investments which may be made in our Separate Accounts.

THE VARIABLE SEPARATE ACCOUNTS

These accounts, which are designated in the Schedule, are kept separate
from our General Account and any other Separate Accounts we may have.
They are used to support Variable Annuity Contracts and may be used for
other purposes permitted by applicable laws and regulations. We own the
assets in the Separate Accounts. Assets equal to the reserves and other
liabilities of the accounts will not be charged with liabilities that
arise from any other business we conduct; but, we may transfer to our
General Account assets which exceed the reserves and other liabilities of
the Variable Separate Accounts. Income and realized and unrealized gains
or losses from assets in these Variable Separate Accounts are credited to
or charged against the account without regard to other income, gains or
losses in our other investment accounts.

The Variable Separate Account will invest in mutual funds, unit
investment trusts and other investment portfolios which we determine to
be suitable for this Contract's purposes. The Variable Separate Account
is treated as a unit investment trust under Federal securities laws. It
is registered with the Securities and Exchange Commission ("SEC") under
the Investment Company Act of 1940. The Variable Separate Account is
also governed by state law as designated in the Schedule. The trusts may
offer non-registered series.

Variable Separate Account Divisions
A unit investment trust Separate Account includes Divisions, each
investing in a designated investment portfolio. The Divisions and the
investment portfolios designated may be managed by a separate investment
adviser. Such adviser may be registered under the Investment Advisers
Act of 1940.

Changes within the Variable Separate Accounts
We may, from time to time, make additional Variable Separate Account
Divisions available to you. These Divisions will invest in investment
portfolios we find suitable for this Contract. We also have the right to
eliminate Divisions from a Variable Separate Account, to combine two or
more Divisions or to substitute a new portfolio for the portfolio in
which a Division invests. A substitution may become necessary if, in our
judgment, a portfolio or Division no longer suits the purpose of this
Contract. This may happen due to a change in laws or regulations, or a
change in a portfolio's investment objectives or restrictions, or because
the portfolio or Division is no longer available for investment, or for
some other reason. We may get prior approval from the insurance
department of our state of domicile before making such a substitution.
We will also get any required approval from the SEC and any other
required approvals before making such a substitution.

Subject to any required regulatory approvals, we reserve the right to
transfer assets of the Variable Separate Account which we determine to be
associated with the class of contracts to which this Contract belongs, to
another Variable Separate Account or Division.

When permitted by law, we reserve the right to:
(1) deregister a Variable Separate Account under the Investment
Company Act of 1940;
(2) operate a Variable Separate Account as a management company
under the Investment Company Act of 1940, if it is operating as a
unit investment trust;
(3) operate a Variable Separate Account as a unit investment trust
under the Investment Company Act of 1940, if it is operating as a
managed Variable Separate Account;
(4) restrict or eliminate any voting rights of Owners, or other
persons who have voting rights to a Variable Separate Account; and,
(5) combine a Variable Separate Account with other Variable
Separate Accounts.

GA-IA-1052

HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- ------------------------------------------------------------------------------
THE GENERAL ACCOUNT

The General Account contains all assets of the Company other than those
in the Separate Accounts we establish. The Guaranteed Interest Divisions
available for investment are shown in the Schedule. We may, from time to
time, offer other Divisions where assets are held in our General Account.

VALUATION PERIOD

Each Division and Fixed Allocation will be valued at the end of each
Valuation Period on a Valuation Date. A Valuation Period is each
Business Day together with any non-Business Days before it. A Business
Day is any day the New York Stock Exchange (NYSE) is open for trading,
and the SEC requires mutual funds, unit investment trusts, or other
investment portfolios to value their securities.

ACCUMULATION VALUE

The Accumulation Value of this Contract is the sum of the amounts in each
of the Divisions of the Variable Separate Account and General Account and
allocations to the Fixed Account. You select the Divisions of the
Variable Separate Account and General Account and the Fixed Allocations
to the Fixed Account to which to allocate the Accumulation Value. The
maximum number of Divisions and Fixed Allocations to which the
Accumulation Value may be allocated at any one time is shown in the
Schedule.

ACCUMULATION VALUE IN EACH DIVISION AND FIXED ALLOCATION

On the Contract Date
On the Contract Date, the Accumulation Value is allocated to each
Division and Fixed Allocation as elected by you, subject to certain terms
and conditions imposed by us. We reserve the right to allocate premium
to the Specially Designated Division during any Right to Examine period.
After such time, allocation will be made proportionately in accordance
with the initial allocation(s) as elected by you.

On each Valuation Date
At the end of each subsequent Valuation Period, the amount of
Accumulation Value in each Division and Fixed Allocation will be
calculated as follows:
(1) We take the Accumulation Value in the Division or Fixed
Allocation at the end of the preceding Valuation Period.
(2) We multiply (1) by the Variable Separate Account Division's Net
Rate of Return for the current Valuation Period or we calculate the
interest to be credited to a Fixed Allocation or to a Guaranteed
Interest Division for the current Valuation Period.
(3) We add (1) and (2).
(4) We add to (3) any additional premium payments (less any premium
deductions as shown in the Schedule) allocated to the Division or
Fixed Allocation during the current Valuation Period.
(5) We add or subtract allocations to or from that Division or
Fixed Allocation during the current Valuation Period.
(6) We subtract from (5) any Partial Withdrawals which are
allocated to the Division or Fixed Allocation during the current
Valuation Period.
(7) We subtract from (6) the amounts allocated to that Division or
Fixed Allocation for:
(a) any charges due for the Optional Benefit Riders as shown in
the Schedule;
(b) any deductions from Accumulation Value as shown in the
Schedule.
All amounts in (7) are allocated to each Division or Fixed Allocation in
the proportion that (6) bears to the Accumulation Value unless the Charge
Deduction Division has been specified (see the Schedule).

FIXED ACCOUNT

The Fixed Account is a Separate Account under state insurance law and is
not required to be registered with the Securities and Exchange Commission
under the Investment Company Act of 1940. The Fixed Account includes
various Fixed Allocations which we credit with fixed rates of interest
for the Guarantee Period or Periods you select. We reset the interest
rates for new Fixed Allocations periodically based on our sole
discretion.

GA-IA-1052

HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- ------------------------------------------------------------------------------

Guarantee Periods
Each Fixed Allocation is guaranteed an interest rate or rates for a
Guarantee Period. The Guaranteed Interest Rates for a Fixed Allocation
are effective for the entire period. The Maturity Date of a Guarantee
Period will be on the last day of the calendar month in which the
Guarantee Period ends. Withdrawals and transfers made during a Guarantee
Period may be subject to a Market Value Adjustment unless made within
thirty days prior to the Maturity Date.

Upon the expiry of a Guarantee Period, we will transfer the Accumulation
Value of the expiring Fixed Allocation to a Fixed Allocation with a
Guarantee Period equal in length to the expiring Guarantee Period, unless
you select another period prior to a Maturity Date. We will notify you
at least thirty days prior to a Maturity Date of your options for
renewal. If the period remaining from the expiry of the previous
Guarantee Period to the Annuity Commencement Date is less than the period
you have elected or the period expiring, the next shortest period then
available that will not extend beyond the Annuity Commencement Date will
be offered to you. If a period is not available, the Accumulation Value
will be transferred to the Specially Designated Division.

We will declare Guaranteed Interest Rates for the then available Fixed
Allocation Guarantee Periods. These interest rates are based solely on
our expectation as to our future earnings. Declared Guaranteed Interest
Rates are subject to change at any time prior to application to specific
Fixed Allocations, although in no event will the rates be less than the
Minimum Guaranteed Interest Rate (see the Schedule).

Market Value Adjustments
A Market Value Adjustment will be applied to a Fixed Allocation upon
withdrawal, transfer or application to an Income Plan if made more than
thirty days prior to such Fixed Allocation's Maturity Date, except on
Systematic Partial Withdrawals and IRA Partial Withdrawals. The Market
Value Adjustment is applied to each Fixed Allocation separately.

The Market Value Adjustment is determined by multiplying the amount of
the Accumulation Value withdrawn, transferred or applied to an Income
Plan by the following factor:

( 1+I )N/365
(---------) -1
(1+J+.0050)

Where I is the Index Rate for a Fixed Allocation on the first day of the
applicable Guarantee Period: J is the Index Rate for new Fixed
Allocations with Guarantee Periods equal to the number of years
(fractional years rounded up to the next full year) remaining in the
Guarantee Period at the time of calculation; and N is the remaining
number of days in the Guarantee Period at the time of calculation. (The
Index Rate is described in the Schedule.)

Market Value Adjustments will be applied as follows:
(1) The Market Value Adjustment will be applied to the amount
withdrawn before deduction of any applicable Surrender Charge.
(2) For a Partial Withdrawal, partial transfer or in the case where
a portion of an allocation is applied to an Income Plan, the Market
Value Adjustment will be calculated on the total amount that must
be withdrawn, transferred or applied to an Income Plan in order to
provide the amount requested.
(3) If the Market Value Adjustment is negative, it will be assessed
first against any remaining Accumulation Value in the particular
Fixed Allocation. Any remaining Market Value Adjustment will be
applied against the amount withdrawn, transferred or applied to
an Income Plan.
(4) If the Market Value Adjustment is positive, it will be credited
to any remaining Accumulation Value in the particular Fixed
Allocation. If a cash surrender, full transfer or full application
to an Income Plan has been requested, the Market Value Adjustment
is added to the amount withdrawn, transferred or applied to an
Income Plan.

GA-IA-1052

HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- ------------------------------------------------------------------------------

MEASUREMENT OF INVESTMENT EXPERIENCE

Index of Investment Experience
The Investment Experience of a Variable Separate Account Division is
determined on each Valuation Date. We use an Index to measure changes in
each Division's experience during a Valuation Period. We set the Index
at $10 when the first investments in a Division are made. The Index for
a current Valuation Period equals the Index for the preceding Valuation
Period multiplied by the Experience Factor for the current Valuation
Period.

How We Determine the Experience Factor
For Divisions of a unit investment trust Separate Account the Experience
Factor reflects the Investment Experience of the portfolio in which the
Division invests as well as the charges assessed against the Division for
a Valuation Period. The factor is calculated as follows:
(1) We take the net asset value of the portfolio in which the
Division invests at the end of the current Valuation Period.
(2) We add to (1) the amount of any dividend or capital gains
distribution declared for the investment portfolio and reinvested
in such portfolio during the current Valuation Period. We subtract
from that amount a charge for our taxes, if any.
(3) We divide (2) by the net asset value of the portfolio at the
end of the preceding Valuation Period.
(4) We subtract the daily Mortality and Expense Risk Charge for
each Division shown in the Schedule for each day in the Valuation
Period.
(5) We subtract the daily Asset Based Administrative Charge shown
in the Schedule for each day in the Valuation Period.

Calculations for Divisions investing in unit investment trusts are on a
per unit basis.

Net Rate of Return for a Variable Separate Account Division
The Net Rate of Return for a Variable Separate Account Division during a
Valuation Period is the Experience Factor for that Valuation Period minus
one.

Interest Credited to a Guaranteed Interest Division
Accumulation Value allocated to a Guaranteed Interest Division will be
credited with the Guaranteed Interest Rate for the Guarantee Period in
effect on the date the premium or reallocation is applied. Once applied,
such rate will be guaranteed until the Maturity Date of that Guarantee
Period. Interest will be credited daily at a rate to yield the declared
annual Guaranteed Interest Rate. No Guaranteed Interest Rate will be
less than the Minimum Interest Rate shown in the Schedule.

Interest Credited to a Fixed Allocation
A Fixed Allocation will be credited with the Guaranteed Interest Rate for
the Guarantee Period in effect on the date the premium or reallocation is
applied. Once applied, such rate will be guaranteed until that Fixed
Allocation's Maturity Date. Interest will be credited daily at a rate to
yield the declared annual Guaranteed Interest Rate.

We periodically declare Guaranteed Interest Rates for then available
Guarantee Periods. No Guaranteed Interest Rate will be less than the
Minimum Interest Rate shown in the Schedule.

CHARGES DEDUCTED FROM ACCUMULATION VALUE ON EACH CONTRACT PROCESSING DATE

Expense charges and fees are shown in the Schedule.

GA-IA-1052

HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
- ------------------------------------------------------------------------------

Charge Deduction Division Option
We will deduct all charges against the Accumulation Value of this
Contract from the Charge Deduction Division if you elected this option on
the application (see the Schedule). If you did not elect this Option or
if the charges are greater than the amount in the Charge Deduction
Division, the charges against the Accumulation Value will be deducted as
follows:

(1) If these charges are less than the Accumulation Value in the
Variable Separate Account Divisions, they will be deducted
proportionately from all Divisions.
(2) If these charges exceed the Accumulation Value in the Variable
Separate Account Divisions, any excess over such value will be
deducted proportionately from any Fixed Allocations and
Guaranteed Interest Divisions.

Any charges taken from the Fixed Account or the General Account will be
taken from the Fixed Allocations and the Guaranteed Interest Divisions
starting with the Guarantee Period nearest its Maturity Date until such
charges have been paid.

At any time while this Contract is in effect, you may change your
election of this Option. To do this you must send us a written request
to our Customer Service Center. Any change will take effect within seven
days of the date we receive your request.

GA-IA-1052

YOUR CONTRACT BENEFITS
- ------------------------------------------------------------------------------

While this Contract is in effect, there are important rights and benefits
that are available to you. We discuss these rights and benefits in this
section.

CASH VALUE BENEFIT

Cash Surrender Value
The Cash Surrender Value, while the Annuitant is living and before the
Annuity Commencement Date, is determined as follows:
(1) We take the Contract's Accumulation Value;
(2) We adjust for any applicable Market Value Adjustment;
(3) We deduct any Surrender Charges;
(4) We deduct any charges shown in the Schedule that have been
incurred but not yet deducted, including:
(a) any administrative charge that has not yet been deducted;
(b) the pro rata part of any charges for Optional Benefit
Riders; and
(c) any applicable premium or other tax.

Cancelling to Receive the Cash Surrender Value
At any time while the Annuitant is living and before the Annuity
Commencement Date, you may surrender this Contract to us. To do this,
you must return this Contract with a signed request for cancellation to
our Customer Service Center.

The Cash Surrender Value will vary daily. We will determine the Cash
Surrender Value as of the date we receive the Contract and your signed
request in our Customer Service Center. All benefits under this Contract
will then end.

We will usually pay the Cash Surrender Value within seven days; but, we
may delay payment as described in the Payments We May Defer provision.

PARTIAL WITHDRAWAL OPTION

After the Contract Date, you may make Partial Withdrawals. Partial
Withdrawals may be subject to a Partial Withdrawal Charge (see the
Schedule). The minimum amount that may be withdrawn is shown in the
Schedule. The maximum amount that may be withdrawn without Surrender
Charge is shown in the Schedule. To take a Partial Withdrawal, you must
provide us satisfactory notice at our Customer Service Center.

PROCEEDS PAYABLE TO THE BENEFICIARY

Prior to the Annuity Commencement Date
If the sole Owner dies prior to the Annuity Commencement Date, we will
pay the Beneficiary the death benefit. If there are joint Owners and any
Owner dies, we will pay the surviving Owners the death benefit. We will
pay the amount on receipt of due proof of the Owner's death at our
Customer Service Center. Such amount may be received in a single lump
sum or applied to any of the Annuity Options (see Choosing an Income
Plan). When the Owner (or all Owners where there are joint Owners) is
not an individual, the death benefit will become payable on the death of
the Annuitant prior to the Annuity Commencement Date (unless a Contingent
Annuitant survived the Annuitant). Only one death benefit is payable
under this Contract. In all events, distributions under the Contract
must be made as required by applicable law.

GA-IA-1052

YOUR CONTRACT BENEFITS (continued)
- ------------------------------------------------------------------------------

How to Claim Payments to Beneficiary
We must receive proof of the Owner's (or the Annuitant's) death before we
will make any payments to the Beneficiary. We will calculate the death
benefit as of the date we receive due proof of death. The Beneficiary
should contact our Customer Service Center for instructions.

GA-IA-1052

CHOOSING AN INCOME PLAN
- ------------------------------------------------------------------------------

ANNUITY BENEFITS

If the Annuitant and Owner are living on the Annuity Commencement Date,
we will begin making payments to the Owner. We will make these payment
under the Annuity Option (or Options) as chosen in the application or as
subsequently selected. You may choose or change an Annuity Option by
making a written request at least 30 days prior to the Annuity
Commencement Date. Unless you have chosen otherwise, Option 2 on a 10-
year period certain basis will become effective. The amounts of the
payments will be determined by applying the Accumulation Value on the
Annuity Commencement Date in accordance with the Annuity Options section
below (see Payments We Defer). Before we pay any Annuity Benefits, we
require the return of this Contract. If this Contract has been lost, we
require the applicable lost Contract form.

ANNUITY COMMENCEMENT DATE SELECTION

You select the Annuity Commencement Date. You may select any date
following the fifth Contract Anniversary but before the required date of
Annuity Commencement as shown in the Schedule. If you do not select a
date, the Annuity Commencement Date will be in the month following the
required date of Annuity Commencement.

FREQUENCY SELECTION

You may choose the frequency of the Annuity Payments. They may be
monthly, quarterly, semi-annually or annually. If we do not receive
written notice from you, the payments will be made monthly.

THE INCOME PLAN

While this Contract is in effect and before the Annuity Commencement
Date, you may chose one or more Annuity Options for the payment of death
benefits proceeds. If, at the time of the Owner's death, no Option has
been chosen for paying the death benefit proceeds, the Beneficiary may
choose an Option within one year. You may also elect an Annuity Option
on surrender of the Contract for its Cash Surrender Value. For each
Option we will issue a separate written agreement putting the Option into
effect.

Our approval is needed for any Option where:
(1) the person named to receive payment is other than the Owner or
Beneficiary; or
(2) the person named is not a natural person, such as a
corporation; or
(3) any income payment would be less than the minimum annuity
income payment shown in the Schedule.

THE ANNUITY OPTIONS

There are four Options to choose from. They are:

Option 1. Income for a Fixed Period
Payment is made in equal installments for a fixed number of years. We
guarantee each monthly payment will be at least the Income for Fixed
Period amount shown in the Schedule. Values for annual, semiannual or
quarterly payments are available on request.

GA-IA-1052

CHOOSING AN INCOME PLAN (continued)
- ------------------------------------------------------------------------------

Option 2. Income for Life
Payment is made to the person named in equal monthly installments and
guaranteed for at least a period certain. The period certain can be 10
or 20 years. Other periods certain are available on request. A refund
certain may be chosen instead. Under this arrangement, income is
guaranteed until payments equal the amount applied. If the person named
lives beyond the guaranteed period, payments continue until his or her
death.

We guarantee each payment will be at least the amount shown in the
Schedule. By age, we mean the named person's age on his or her nearest
birthday before the Option's effective date. Amounts for ages not shown
are available on request.

Option 3. Joint Life Income
This Option is available if there are two persons named to receive
payments. At least one of the persons named must be either the Owner of
Beneficiary of this Contract. Monthly payments are guaranteed and are
made as long as at least one of the named persons is living. The monthly
payment amounts are available upon request. Such amounts are guaranteed
and will be calculated on the same basis as the Table for Income for
Life, however, the amounts will be based on two lives.

Option 4. Annuity Plan
An amount can be used to buy any single premium immediate annuity we
offer for the Option's effective date.

The minimum rates for Option 1 are based on 3% interest, compounded
annually. The minimum rates for Options 2 and 3 are based on 3%
interest, compounded annually, and the Annuity 2000 Mortality Table.
We may pay a higher rate at our discretion.

PAYMENT WHEN NAMED PERSON DIES

When the person named to receive payment dies, we will pay any amounts
still due as provided by the Option agreement. The amounts still due are
determined as follows:
(1) For Option 1 or for any remaining guaranteed payments in Option
2, payments will be continued.
(2) For Option 3, no amounts are payable after both named persons
have died.
(3) For Option 4, the annuity agreement will state the amount due,
if any.

GA-IA-1052

OTHER IMPORTANT INFORMATION
- ------------------------------------------------------------------------------

SENDING NOTICE TO US

Whenever written notice is required, send it to our Customer Service
Center. The address of our Customer Service Center is shown on the cover
page. Please include your Contract number in all correspondence.

REPORTS TO OWNER

We will send you a report at least once during each Contract Year. The
report will show the Accumulation Value and the Cash Surrender Value as
of the end of the Contract Processing Period. The report will also show
the allocation of the Accumulation Value as of such date and the amounts
deducted from or added to the Accumulation Value since the last report.
The report will also include any information that may be currently
required by the insurance supervisory official of the jurisdiction in
which the Contract is delivered.

We will also send you copies of any shareholder reports of the portfolios
in which the Divisions of the Variable Separate Account invest, as well
as any other reports, notices or documents required by law to be
furnished to Owners.

ASSIGNMENT - USING THIS CONTRACT AS COLLATERAL SECURITY

You can assign this Contract as collateral security for a loan or other
obligation. This does not change the ownership. Your rights and any
Beneficiary's right are subject to the terms of the assignment. To make
or release an assignment, we must receive written notice satisfactory to
us, at our Customer Service Center. We are not responsible for the
validity of any assignment.

CHANGING THIS CONTRACT

This Contract or any additional benefit riders may be changed to another
annuity plan according to our rules at the time of the change.

CONTRACT CHANGES - APPLICABLE TAX LAW

We reserve the right to make changes in this Contract or its Riders to
the extent we deem it necessary to continue to qualify this Contract as
an annuity. Any such changes will apply uniformly to all Contracts that
are affected. You will be given advance written notice of such changes.

MISSTATEMENT OF AGE OR SEX

If an age or sex has been misstated, the amounts payable or benefits
provided by this Contract will be those that the premium payment made
would have bought at the correct age or sex.

NON-PARTICIPATING

This Contract does not participate in the divisible surplus of Golden
American Life Insurance Company.

GA-IA-1052

OTHER IMPORTANT INFORMATION (continued)
- ------------------------------------------------------------------------------

PAYMENTS WE MAY DEFER

We may not be able to determine the value of the assets of the Variable
Separate Account Divisions because:
(1) The NYSE is closed for trading;
(2) the SEC determines that a state of emergency exists;
(3) an order or pronouncement of the SEC permits a delay for the
protection of Owners; or
(4) the check used to pay the premium has not cleared through the
banking system. This may take up to 15 days.

During such times, as to amounts allocated to the Divisions of the
Variable Separate Account, we may delay;
(1) determination and payment of the Cash Surrender Value;
(2) determination and payment of any death benefit if death occurs
before the Annuity Commencement Date;
(3) allocation changes of the Accumulation Value; or,
(4) application of the Accumulation Value under an income plan.

As to the amounts allocated to a Guaranteed Interest Division in the
General Account and as to amounts allocated to Fixed Allocations of the
Fixed Account, we may, at any time, defer payment of the Cash Surrender
Value for up to six months after we receive a request for it. We will
allow interest of at least 3.00% a year on any Cash Surrender Value
payment derived from the Fixed Allocations or the Guaranteed Interest
Divisions that we defer 30 days or more.

AUTHORITY TO MAKE AGREEMENTS

All agreements made by us must be signed by one of our officers. No
other person, including an insurance agent or broker, can:
(1) change any of this Contract's terms;
(2) extend the time for premium payments; or
(3) make any agreement binding on us.

REQUIRED NOTE ON OUR COMPUTATIONS

We have filed a detailed statement of our computations with the insurance
supervisory official in the jurisdiction where this Contract is
delivered. The values are not less than those required by the law of
that state or jurisdiction. Any benefit provided by an attached Optional
Benefit Rider will not increase these values unless otherwise stated in
that Rider.

GA-IA-1052

DEFERRED VARIABLE ANNUITY CONTRACT - NO DIVIDENDS
- ------------------------------------------------------------------------------

Variable Cash Surrender Values while the Annuitant and Owner are living
and prior to the Annuity Commencement Date. Death benefit subject to
guaranteed minimum. Additional Premium Payment Option. Partial
Withdrawal Option. Non-participating. Investment results reflected in
values.

GA-IA-1052

<PAGE>
<PAGE>
EXHIBIT 4(b)

----- GOLDEN DEFERRED COMBINATION
--------- AMERICAN VARIABLE AND FIXED
- ----------- LIFE INSURANCE ANNUITY CERTIFICATE
-------- COMPANY

Golden American is a stock company domiciled in Delaware.
- ---------------------------------------------------------

|----------------------------------------------------------------------------|
| Contractholder Group Contract Number |
| [GOLDEN INVESTORS TRUST] [G000011-OE] |
|----------------------------------------------------------------------------|
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date |
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Certificate Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
|----------------------------------------------------------------------------|

In this Certificate you or your refers to the Owner shown above. We,
our or us refers to Golden American Life Insurance Company. You may
allocate this Certificate's Accumulation Value among the Variable
Separate Account, the General Account and the Fixed Account shown in
the Schedule.

This Certificate describes the benefits and provisions of the group
contract. The group contract, as issued to the Contractholder by us
with any Riders or Endorsements, alone makes up the agreement under
which benefits are paid. The group contract may be inspected at the
office of the Contractholder. In consideration of any application
for this Certificate and the payment of premiums, we agree, subject
to the terms and conditions of the group contract, to provide the
benefits described in this Certificate to the Owner. The Annuitant
under this Certificate must be eligible under the terms of the group
contract. If the group contract and this Certificate are in force,
we will make income payments to the Owner starting on the Annuity
Commencement Date as shown in the Schedule. If the Owner dies prior
to the Annuity Commencement Date, we will pay a death benefit to the
Beneficiary. The amount of such benefit is subject to the terms of
this Certificate.

The benefits of the Certificate will be paid according to the
provisions of the Certificate and group contract.

RIGHT TO EXAMINE THIS CERTIFICATE: YOU MAY RETURN THIS CERTIFICATE
TO US OR THE AGENT THROUGH WHOM YOU PURCHASED IT WITHIN 10 DAYS AFTER
YOU RECEIVE IT. IF SO RETURNED, WE WILL TREAT THE CERTIFICATE AS
THOUGH IT WERE NEVER ISSUED. UPON RECEIPT WE WILL PROMPTLY REFUND
THE ACCUMULATION VALUE, ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT,
PLUS ANY CHARGES WE HAVE DEDUCTED AS OF THE DATE THE RETURNED
CERTIFICATE IS RECEIVED BY US.

ALL PAYMENTS AND VALUES, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A
VARIABLE SEPARATE ACCOUNT DIVISION, MAY INCREASE OR DECREASE,
DEPENDING ON THE CERTIFICATE'S INVESTMENT RESULTS. ALL PAYMENTS AND
VALUES BASED ON THE FIXED ACCOUNT MAY BE SUBJECT TO A MARKET VALUE
ADJUSTMENT, THE OPERATION OF WHICH MAY CAUSE SUCH PAYMENTS AND VALUES
TO INCREASE OR DECREASE.

Secretary: /s/Myles R. Tashman
Customer Service Center --------------------
1475 Dunwoody Drive
West Chester, PA 19380 President: /s/Barnett Chernow
--------------------
- -----------------------------------------------------------------------------
DEFERRED COMBINATION VARIABLE AND FIXED
ANNUITY CERTIFICATE - NO DIVIDENDS
Variable Cash Surrender Values while the Annuitant and Owner are
living and prior to the Annuity Commencement Date. Death benefit
subject to guaranteed minimum. Additional Premium Payment Option.
Partial Withdrawal Option. Non-participating. Investment results
reflected in values.

GA-CA-1052

CERTIFICATE CONTENTS
- -----------------------------------------------------------------------------

THE SCHEDULE...................3 YOUR CERTIFICATE BENEFITS........14

Payment and Investment Cash Value Benefit
Information...................3A Partial Withdrawal Option
The Variable Separate Proceeds Payable to the Beneficiary
Accounts.....................3B
The General Account...........3C
Certificate Facts.............3D
Charges and Fees..............3E
Income Plan Factors...........3F

IMPORTANT TERMS................4 CHOOSING AN INCOME PLAN..........15

INTRODUCTION TO THIS Annuity Benefits
CERTIFICATE...................6 Annuity Commencement Date
Selection
The Certificate Frequency Selection
The Owner The Income Plan
The Annuitant The Annuity Options
The Beneficiary Payment When Named Person Dies
Change of Owner or Beneficiary

PREMIUM PAYMENTS AND OTHER IMPORTANT INFORMATION....17
ALLOCATION CHANGES. ..........8
Sending Notice to Us
Initial Premium Payment Reports to Owner
Additional Premium Payment Assignment - Using this
Option Certificate as Collateral
Your Right to Change Allocation Security
of Accumulation Value Changing this Certificate
What Happens if a Variable Certificate Changes -
Separate Account Division is Applicable Tax Law
Not Available Misstatement of Age or Sex
Non-Participating
Payments We May Defer
Authority to Make Agreements
Required Note on Our
Computations
HOW WE MEASURE THE CERTIFICATE'S
ACCUMULATION VALUE..............9

The Variable Separate Accounts
The General Account
Valuation Period
Accumulation Value
Accumulation Value in each
Division and Fixed
Allocation
Fixed Account
Measurement of Investment Experience
Charges Deducted from Accumulation
Value on each Certificate Processing Date

Copies of any application and any additional Riders and
Endorsements are at the back of this Certificate.

THE SCHEDULE

The Schedule gives specific facts about this Certificate and
its coverage. Please refer to the Schedule while reading
this Certificate.

GA-CA-1052

THE SCHEDULE
PAYMENT AND INVESTMENT INFORMATION
- ------------------------------------------------------------------------------

|-----------------------------------------------------------------------------|
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|-----------------------------------------------------------------------------|
| Annuitant's Issue Age Annuitant's Sex Owner's Issue Age |
| [55] [MALE] [35] |
|-----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date |
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|-----------------------------------------------------------------------------|
| Certificate Date Issue Date Residence Status |
| [JANUARY 1, 1996] [JANUARY 1, 1996] [DELAWARE] |
|-----------------------------------------------------------------------------|
| Separate Account(s) Certificate Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
|-----------------------------------------------------------------------------|

INITIAL INVESTMENT

Initial Premium Payment received: [$10,000]

Your initial Accumulation Value has been invested as follows:

Percentage of
Divisions Accumulation Value
--------- ------------------
[Multiple Allocation 10%
Fully Managed 10%
Capital Appreciation 10%
Rising Dividends 10%
Large Cap Value 10%
Real Estate 10%
Value Equity 5%
Hard Assets 5%
Emerging Markets 5%
Managed Global 5%
Limited Maturity 5%
Bond 5%
Liquid Asset 5%
Strategic Equity 5%]
Fixed Allocation - 1 Year
- ------------------------- ---
Total 100%
===== ===

GA-CA-1052 3A1

THE SCHEDULE
PAYMENT AND INVESTMENT INFORMATION (continued)
- ------------------------------------------------------------------------------

ADDITIONAL PREMIUM PAYMENT INFORMATION

[We will accept additional Premium Payments until either the
Annuitant or Owner reaches the Attained Age of 85. The minimum
additional payment which may be made is [$100.00].]

[In no event may you contribute to your IRA for the taxable year in
which you attain age 70 1/2 and thereafter (except for rollover
contributions). The minimum additional payment which may be made is
[$250.00].]

ACCUMULATION VALUE ALLOCATION RULES

The maximum number of Divisions in which you may be invested at any
one time is [sixteen]. You are allowed unlimited allocation changes
per Certificate Year without charge. We reserve the right to impose
a charge for any allocation change in excess of [twelve] per
Certificate Year. The Excess Allocation Charge is shown in the
Schedule. Allocations into and out of the Guaranteed Interest
Divisions are subject to restrictions (see General Account).

ALLOCATION CHANGES BY TELEPHONE

You may request allocation changes by telephone during our telephone
request business hours. You may call our Customer Service Center at
1-800-366-0066 to make allocation changes by using the personal
identification number you will receive. You may also mail any
notice or request for allocation changes to our Customer Service
Center at the address shown on the cover page.

GA-CA-1052 3A2

THE SCHEDULE
THE VARIABLE SEPARATE ACCOUNTS
- ------------------------------------------------------------------------------

|-----------------------------------------------------------------------------|
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|-----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date |
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|-----------------------------------------------------------------------------|
| Separate Account(s) Certificate Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
|-----------------------------------------------------------------------------|

DIVISIONS INVESTING IN SHARES OF A MUTUAL FUND

Separate Account B (the "Account") is a unit investment trust
Separate Account, organized in and governed by the laws of the State
of Delaware, our state of domicile. The Account is divided into
Divisions. Each Division listed below invests in shares of the
mutual fund portfolio (the "Series") designated. Each portfolio is
a part of The GCG Trust managed by Directed Services, Inc.

Each Division listed below invests in shares of the mutual fund
portfolio (the "Portfolio") designated. Each portfolio is a part of
the Evergreen Trust managed by Evergreen Asset Management, Inc.

PORTFOLIO
- ---------
[Equity Index
Foundation
Global Leaders
Small Cap Value]

GA-CA-1052 3B

THE SCHEDULE
THE GENERAL ACCOUNT
- ------------------------------------------------------------------------------

|-----------------------------------------------------------------------------|
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|-----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date |
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|-----------------------------------------------------------------------------|
| Separate Account(s) Certificate Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
|-----------------------------------------------------------------------------|

GENERAL ACCOUNT

[Guaranteed Interest Division
A Guaranteed Interest Division provides an annual minimum interest
rate of 3%. At our sole discretion, we may periodically declare
higher interest rates for specific Guarantee Periods. Such rates
will apply to periods following the date of declaration. Any
declaration will be by class and will be based on our future
expectations.

Limitations of Allocations
We reserve the right to restrict allocations into and out of the
General Account. Such limits may be dollar restrictions on
allocations into the General Account or we may restrict
reallocations into the General Account.

Transfers from a Guaranteed Interest Division
We currently require that an amount allocated to a Guarantee Period
not be transferred until the Maturity Date, except pursuant to our
published rules. We reserve the right not to allow amounts
previously transferred from a Guaranteed Interest Division to the
Variable Separate Account Divisions or to a Fixed Allocation to be
transferred back to a Guaranteed Interest Division for a period of
at least six months from the date of transfer.]

GA-CA-1052 3C

<PAGE>
<PAGE>
THE SCHEDULE
CERTIFICATE FACTS
- ------------------------------------------------------------------------------

|-----------------------------------------------------------------------------|
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|-----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date |
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|-----------------------------------------------------------------------------|
| Separate Account(s) Certificate Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
|-----------------------------------------------------------------------------|
CERTIFICATE FACTS

Certificate Processing Date
The Certificate Processing Date for your Certificate is [April 1] of
each year.

Specially Designated Divisions
When a distribution is made from an investment portfolio underlying a
Separate Account Division in which reinvestment is not available, we
will allocate the amount of the distribution to the [Liquid Asset
Division] unless you specify otherwise.

PARTIAL WITHDRAWALS

The maximum amount that can be withdrawn each Certificate Year without
being considered an Excess Partial Withdrawal is described below. We
will collect a Surrender Charge for Excess Partial Withdrawals and a
charge for any unrecovered premium taxes. In no event may a Partial
Withdrawal be greater than 90% of the Cash Surrender Value. After a
Partial Withdrawal, the remaining Accumulation Value must be at least
$100 to keep the Certificate in force.

Systematic Partial Withdrawals and Conventional Partial Withdrawals
may not be taken in the same Certificate Year.

To determine the Surrender Charge on Excess Partial Withdrawals, the
withdrawals will occur in the following order:
(1) Any remaining Free Amount;
(2) Premium Payments which were received more than ten years
prior to the withdrawal; and,
(3) Premium Payments which were received less than ten years
prior to withdrawal.

Free Amounts are not treated as withdrawals of Premium Payments for
purposes of calculating any Surrender Charge.

The Free Amount for a certificate year is equal to 10% of Premium
Payments received within ten years prior to the date of withdrawal
which were not previously withdrawn.

Conventional Partial Withdrawals

Minimum Withdrawal Amount: $100.

Any Conventional Partial Withdrawal is subject to a Market Value
Adjustment unless withdrawn from a Fixed Allocation within 30 days
prior to the Maturity Date.

GA-CA-1052 3D1

THE SCHEDULE
CERTIFICATE FACTS (continued)
- ------------------------------------------------------------------------------

|-----------------------------------------------------------------------------|
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|-----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date |
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|-----------------------------------------------------------------------------|
| Separate Account(s) Certificate Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
|-----------------------------------------------------------------------------|

Systematic Partial Withdrawals
Systematic Partial Withdrawals may be elected to commence after 28
days from the Certificate Issue Date and may be taken on a monthly,
quarterly or annual basis. You select the day withdrawals will be
made, but no later than the 28th day of the month. If you do not
elect a day, the Certificate Date will be used.

Maximum Withdrawal Amounts:

Variable Separate Account Divisions: .833% monthly, 2.5%
quarterly or 10% annually of Premium
Payments not previously withdrawn.
Fixed Allocations and
Guaranteed Interest Divisions: Interest earned on a Fixed
Allocation or Guaranteed Interest
Division for the prior month, quarter
or year (depending on the frequency
selected).

The Maximum Withdrawal Amount available per year as a Systematic
Partial Withdrawal is 10% of Premium Payments not previously
withdrawn. Systematic Partial Withdrawals from Fixed Allocations are
not subject to a Market Value Adjustment. A Systematic Partial
Withdrawal in excess of the Free Amount may be subject to a Surrender
Charge.

[IRA Partial Withdrawals for Qualified Plans Only
IRA Partial Withdrawals may be taken on a monthly, quarterly or annual
basis. A minimum withdrawal of $100.00 is required. You select the
day the withdrawals will be made, but no later than the 28th day of
the month. If you do not elect a day, the Certificate Date will be
used. Systematic Partial Withdrawals and Conventional Partial
Withdrawals are not allowed when IRA Partial Withdrawals are being
taken. An IRA Partial Withdrawal in excess of the maximum amount
allowed under the Systematic Partial Withdrawal option may be subject
to a Market Value Adjustment.]

DEATH BENEFITS

[The Death Benefit is the greatest of (i), (ii), (iii) below, where:
(i) the Accumulation Value;
(ii) the Cash Surrender Value;
(iii) the sum of premiums paid, reduced by Prorata Partial
Withdrawal Adjustment(s) for Accumulation Value withdrawn.

PRORATA PARTIAL WITHDRAWAL ADJUSTMENTS

For any partial withdrawal, the Death Benefit components will be
reduced by Prorata Partial Withdrawal Adjustments. The Prorata
Partial Withdrawal Adjustment to a death benefit component for a
partial withdrawal is equal to (1) divided by (2), multiplied by
(3), where: (1) is the Accumulation Value withdrawn, (2) is the
Accumulation Value immediately prior to the withdrawal, and (3) is
the amount of the applicable death benefit component immediately
prior to the withdrawal.

GA-CA-1052 3D2

<PAGE>
<PAGE>
THE SCHEDULE
CERTIFICATE FACTS (continued)
- ------------------------------------------------------------------------------

|-----------------------------------------------------------------------------|
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|-----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date |
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|-----------------------------------------------------------------------------|
| Separate Account(s) Certificate Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
|-----------------------------------------------------------------------------|

CHANGE OF OWNER

A change of Owner will result in recalculation of the Death Benefit.
If the Owner's or the oldest of multiple owners' attained age at the
time of the change is less than (86), the Death Benefit will remain
in effect. If any owner's or oldest multiple owners attained age at
the time of the change is (86) or greater, the Death Benefit
thereafter will be the cash surrender value.

SPOUSAL CONTINUATION UPON DEATH OF OWNER

(a)If the Death Benefit as of the date we receive due proof of the
death of the Owner, minus the Accumulation Value, also of that date,
is greater than zero, we will add such difference to the
Accumulation Value. Such addition will be allocated to the divisions
of the Separate Account in proportion to the Accumulation Value in
the Separate Account. If there is no Accumulation Value in the
Separate Account, the addition will be allocated to the Liquid
Assets division, or its successor.
(b)The Death Benefit will continue to apply, with all age criteria
using the surviving spouse's age as the determining age.
(c)At subsequent surrender, any surrender charge applicable to
premiums paid prior to the date we receive due proof of death of the
Owner will be waived. Any premiums paid later will be subject to any
applicable surrender charge.
This Addition to the Accumulation Value is available only to the
spouse of the Owner as of the date of death of the Owner is such
spouse under the provisions of this certificate elects to continue
the Certificate as their own.

CHOOSING AN INCOME PLAN

Required Date of Annuity Commencement
[Distributions from a Certificate funding a qualified plan must
commence no later than [April 1st] of the calendar year following
the calendar year in which the Owner attains age 70 1/2.]

The Annuity Commencement Date is required to be the same date as the
Certificate Processing Date in the month following the Annuitant's
90th birthday. If, on the Annuity Commencement Date, a Surrender
Charge remains, your elected Annuity Option must include a period
certain of at least five years duration. In applying the
Accumulation Value, we may first collect any Premium Taxes due us.

Minimum Annuity Income Payment
The minimum monthly annuity income payment that we will make is
[$20].

Optional Benefit Riders - [None.]

GA-CA-1052 3D3

THE SCHEDULE
CERTIFICATE FACTS (continued)
- ------------------------------------------------------------------------------

|-----------------------------------------------------------------------------|
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|-----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date |
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|-----------------------------------------------------------------------------|
| Separate Account(s) Certificate Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
|-----------------------------------------------------------------------------|

ATTAINED AGE

The Issue Age of the Annuitant or Owner plus the number of full
years elapsed since the Certificate Date.

FIXED ACCOUNT

Minimum Fixed Allocation
The minimum allocation to the Fixed Account in any one Fixed
Allocation is [$250.00].

Minimum Guaranteed Interest Rate - [3%.]

Guarantee Periods
We currently offer Guarantee Periods of [1,2,3,4,5,6,7,8,9 and 10]
year(s). We reserve the right to offer Guarantee Periods of
durations other than those available on the Certificate Date. We
also reserve the right to cease offering a particular Guarantee
Period or Periods.

Index Rate
The Index Rate is the average of the Ask Yields for the U.S.
Treasury Strips as reported by a national quoting service for the
applicable maturity. The average is based on the period from the
22nd day of the calendar month two months prior to the calendar
month of Index Rate determination to the 21st day of the calendar
month immediately prior to the month of determination. The
applicable maturity date for these U.S. Treasury Strips is on or
next following the last day of the Guarantee Period. If the Ask
Yields are no longer available, the Index Rate will be determined
using a suitable replacement method.

We currently set the Index Rate once each calendar month. However,
we reserve the right to set the Index Rate more frequently than
monthly, but in no event will such Index Rate be based on a period
less than 28 days.

GA-CA-1052 3D4

THE SCHEDULE
CHARGES AND FEES
- ------------------------------------------------------------------------------

|-----------------------------------------------------------------------------|
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|-----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date |
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|-----------------------------------------------------------------------------|
| Separate Account(s) Certificate Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
|-----------------------------------------------------------------------------|

DEDUCTIONS FROM PREMIUMS

[None.]

DEDUCTIONS FROM ACCUMULATION VALUE

Initial Administrative Charge
[None.]

Administrative Charge
We charge [$50] to cover a portion of our ongoing administrative
expenses for each Certificate Processing Period. The charge is
incurred at the beginning of the Certificate Processing Period and
deducted on the Certificate Processing Date at the end of the
period.

Excess Allocation Charge
Currently none, however, we reserve the right to charge [$25] for a
change if you make more than [twelve] allocation changes per
Certificate Year. Any charge will be deducted in proportion to the
amount being transferred from each Division.

Surrender Charge
A Surrender Charge is imposed as a percentage of unliquidated
premium if the Certificate is surrendered or an Excess Partial
Withdrawal is taken. The percentage imposed at time of surrender or
Excess Partial Withdrawal depends on the number of complete years
that have elapsed since a Premium Payment was made. The Surrender
Charge expressed as a percentage of each Premium Payment is as
follows:

Complete Years Surrender
Elapsed Since Premium Charges
Payment -------
-------
0 8.5%
1 8.5%
2 8.5%
3 8.5%
4 8.5%
5 8.0%
6 7.0%
7 6.0%
8 4.0%
9 2.0%
10+ 0.0%

Surrender of the Certificate is permitted at or before the
commencement of annuity payments.

GA-CA-1052 3E1

THE SCHEDULE
CHARGES AND FEES (continued)
- ------------------------------------------------------------------------------

|-----------------------------------------------------------------------------|
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|-----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date |
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|-----------------------------------------------------------------------------|
| Separate Account(s) Certificate Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
|-----------------------------------------------------------------------------|

[Premium Taxes
We deduct the amount of any premium or other state and local taxes
levied by any state or governmental entity when such taxes are
incurred.

We reserve the right to defer collection of Premium Taxes until
surrender or until application of Accumulation Value to an Annuity
Option. An Excess Partial Withdrawal will result in the deduction
of any Premium Tax then due us on such amount. We reserve the right
to change the amount we charge for Premium Tax charges on future
Premium Payments to conform with changes in the law or if the Owner
changes state of residence.]

Deductions from the Divisions
Mortality and Expense Risk Charge - We deduct [0.003446%] of the
- ---------------------------------
assets in each Variable Separate Account Division on a daily basis
(equivalent to an annual rate of [1.25%]) for mortality and expense
risks. This charge is not deducted from the Fixed Account values.

Asset Based Administrative Charge - We deduct [0.000411%] of the
- ---------------------------------
assets in each Variable Separate Account Division on a daily basis
(equivalent to an annual rate of [0.15%]) to compensate us for a
portion of our ongoing administrative expenses. This charge is not
deducted from the Fixed Account values.

CHARGE DEDUCTION DIVISION

All charges against the Accumulation Value in this Certificate will
be deducted from the [Liquid Asset Division].

GA-CA-1052 3E2

THE SCHEDULE
INCOME PLAN FACTORS
- ------------------------------------------------------------------------------

|-----------------------------------------------------------------------------|
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|-----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date |
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|-----------------------------------------------------------------------------|
| Separate Account(s) Certificate Number |
| [SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456] |
|-----------------------------------------------------------------------------|

Values for other payment periods, ages or joint life combinations
are available on request. Monthly payments are shown for each
$1,000 applied.

TABLE FOR INCOME FOR A FIXED PERIOD

Fixed Period Monthly Fixed Monthly Fixed Period Monthly
of Years Income of Years Income of Years Income

TABLE FOR INCOME FOR LIFE

Male/Female Male/Female Male/Female
Age 10 Years 20 Years Refund
Certain Certain Certain

GA-CA-1052 3F

IMPORTANT TERMS
- -----------------------------------------------------------------------------
ACCUMULATION VALUE - The amount that a Certificate provides for
investment at any time. Initially, this amount is equal to the
premium paid.

ANNUITANT - The person designated by the Owner to be the measuring
life in determining Annuity Payments.

ANNUITY COMMENCEMENT DATE - For each Certificate, the date on which
Annuity Payments begin.

ANNUITY OPTIONS - Options the Owner selects that determine the form
and amount of annuity payments.

ANNUITY PAYMENT - The periodic payment an Owner receives. It may be
either a fixed or a variable amount based on the Annuity Option
chosen.

ATTAINED AGE - The Issue Age of the Annuitant or Owner plus the
number of full years elapsed since the Certificate Date.

BENEFICIARY - The person designated to receive benefits in the case
of the death of the Owner.

BUSINESS DAY - Any day the New York Stock Exchange ("NYSE") is open
for trading, exclusive of federal holidays, or any day on which
the Securities and Exchange Commission ("SEC") requires that
mutual funds, unit investment trusts or other investment
portfolios be valued.

CASH SURRENDER VALUE - The amount the Owner receives upon surrender
of the Certificate.

CERTIFICATE ANNIVERSARY - The anniversary of the Certificate Date.

CERTIFICATE DATE - The date we received the initial premium and upon
which we begin determining the Certificate values. It may not be
the same as the Certificate Issue Date. This date is used to
determine Certificate months, processing dates, years, and
anniversaries.

CERTIFICATE ISSUE DATE - The date the Certificate is issued at our
Customer Service Center.

CERTIFICATE PROCESSING DATES - The days when we deduct certain
charges from the Accumulation Value. If the Certificate
Processing Date is not a Valuation Date, it will be on the next
succeeding Valuation date. The Certificate Processing Date will
be on the Certificate Anniversary of each year.

CERTIFICATE PROCESSING PERIOD - The period between successive
Certificate Processing Dates unless it is the first Certificate
Processing Period. In that case, it is the period from the
Certificate Date to the first Certificate Processing Date.

CERTIFICATE YEAR - The period between Certificate Anniversaries.

CHARGE DEDUCTION DIVISION - The Division from which all charges are
deducted if so designated or elected by the Owner.

CONTINGENT ANNUITANT - The person designated by the Owner who, upon
the Annuitant's death prior to the Annuity Commencement Date,
becomes the Annuitant.

CONTRACT ISSUE DATE - The date the group contract is issued at our
Customer Service Center.

CONTRACTHOLDER - the entity to whom the group contract is issued.

GA-CA-1052 4

IMPORTANT TERMS (continued)
- -----------------------------------------------------------------------------

EXPERIENCE FACTOR - The factor which reflects the investment
experience of the portfolio in which a Variable Separate Account
Division invests and also reflects the charges assessed against
the Division for a Valuation Period.

FIXED ACCOUNT - This is the Separate Account established to support
Fixed Allocations.

FIXED ALLOCATION - An amount allocated to the Fixed Account that is
credited with a Guaranteed Interest Rate for a specified
Guarantee Period.

GUARANTEE PERIOD - The period of years a rate of interest is
guaranteed to be credited to a Fixed Allocation or allocations to
a Guaranteed Interest Division.

GUARANTEED INTEREST DIVISION - An investment option available in the
General Account, an account which contains all of our assets
other than those held in our Separate Accounts.

GUARANTEED INTEREST RATE - The effective annual interest rate which
we will credit for a specified Guarantee Period.

GUARANTEED MINIMUM INTEREST RATE - The minimum interest rate which
can be declared by us for Fixed Allocations or Guaranteed
Interest Divisions.

INDEX OF INVESTMENT EXPERIENCE - The index that measures the
performance of a Variable Separate Account Division.

INITIAL PREMIUM - The payment amount required to put each
Certificate in effect.

ISSUE AGE - The Annuitant's or Owner's age on the last birthday on
or before the Certificate Date.

MARKET VALUE ADJUSTMENT - A positive or negative adjustment to a
Fixed Allocation. It may apply if all or part of a Fixed
Allocation is withdrawn, transferred, or applied to an Annuity
Option prior to the end of the Guarantee Period.

MATURITY DATE - The date on which a Guarantee Period matures.

OWNER - The person who owns a Certificate and is entitled to
exercise all rights of the Certificate. This person's death also
initiates payment of the death benefit.

RIDERS - Riders add provisions or change the terms of the
Certificate.

SPECIALLY DESIGNATED DIVISION - Distributions from a portfolio
underlying a Division in which reinvestment is not available will
be allocated to this Division unless you specify otherwise.

VALUATION DATE - The day at the end of a Valuation Period when each
Division is valued.

VALUATION PERIOD - Each business day together with any non-business
days before it.

VARIABLE SEPARATE ACCOUNT DIVISION - An investment option available
in the Variable Separate Account shown in the Schedule.

GA-CA-1052 5

INTRODUCTION TO THIS CERTIFICATE
- -----------------------------------------------------------------------------

THE CERTIFICATE

This is a legal Certificate between you and us. We provide benefits
as stated in this Certificate. In return, you supply us with the
Initial Premium Payment required to put this Certificate in effect.

This Certificate, together with any Riders or Endorsements,
constitutes the entire Certificate. Riders and Endorsements add
provisions or change the terms of the basic Certificate.

THE OWNER

You are the Owner of this Certificate. You are also the Annuitant
unless another Annuitant has been named by you and is shown in the
Schedule. You have the rights and options described in this
Certificate, including but not limited to the right to receive the
Annuity Benefits on the Annuity Commencement Date.

One or more people may own this Certificate. If there are multiple
Owners named, the age of the oldest Owner will be used to determine
the applicable death benefit. In the case of a sole Owner who dies
prior to the Annuity Commencement Date, we will pay the Beneficiary
the death benefit then due. If the sole Owner is not an
individual, we will treat the Annuitant as Owner for the purpose of
determining when the Owner dies under the death benefit provision
(if there is no Contingent Annuitant), and the Annuitant's age will
determine the applicable death benefit payable to the Beneficiary.
The sole Owner's estate will be the Beneficiary if no Beneficiary
designation is in effect, or if the designated Beneficiary has
predeceased the Owner. In the case of a joint Owner of the
Certificate dying prior to the Annuity Commencement Date, the
surviving Owner(s) will be deemed as the Beneficiary(ies).

THE ANNUITANT

The Annuitant is the measuring life of the Annuity Benefits provided
under this Certificate. You may name a Contingent Annuitant. The
Annuitant may not be changed during the Annuitant's lifetime.

If the Annuitant dies before the Annuity Commencement Date, the
Contingent Annuitant becomes the Annuitant. You will be the
Contingent Annuitant unless you name someone else. The Annuitant
must be a natural person. If the Annuitant dies and no Contingent
Annuitant has been named, we will allow you sixty days to designate
someone other than yourself as an Annuitant. If all Owners are not
individuals and, through the operation of this provision, an Owner
becomes Annuitant, we will pay the death proceeds to the
Beneficiary. If there are joint Owners, we will treat the youngest
of the Owners as the Contingent Annuitant designated, unless you
elect otherwise.

THE BENEFICIARY

The Beneficiary is the person to whom we pay death proceeds if any
Owner dies prior to the Annuity Commencement Date. See Proceeds
Payable to the Beneficiary for more information. We pay death
proceeds to the primary Beneficiary (unless there are joint Owners
in which case the death benefit proceeds are payable to the
surviving Owner). If the primary Beneficiary dies before the Owner,
the death proceeds are paid to the Contingent Beneficiary, if any.
If there is no surviving Beneficiary, we pay the death proceeds to
the Owner's estate.

GA-CA-1052 6

INTRODUCTION TO THIS CERTIFICATE (continued)
- -----------------------------------------------------------------------------

One or more persons may be named as primary Beneficiary or
contingent Beneficiary. In the case of more than one Beneficiary,
we will assume any death proceeds are to be paid in equal shares to
the surviving Beneficiaries. You can specify other than equal
shares.

You have the right to change Beneficiaries, unless you designate the
primary Beneficiary irrevocable. When an irrevocable Beneficiary
has been designated, you and the irrevocable Beneficiary may have to
act together to exercise the rights and options under this
Certificate.

CHANGE OF OWNER OR BENEFICIARY

During your lifetime and while this Certificate is in effect you can
transfer ownership of this Certificate or change the Beneficiary.
To make any of these changes, you must send us written notice of the
change in a form satisfactory to us. The change will take effect as
of the day the notice is signed. The change will not affect any
payment made or action taken by us before recording the change at
our Customer Service Center. A Change of Owner may affect the
amount of death benefit payable under this Certificate. See
Proceeds Payable to Beneficiary.

GA-CA-1052 7

PREMIUM PAYMENTS AND ALLOCATION CHARGES
- -----------------------------------------------------------------------------

INITIAL PREMIUM PAYMENT

The Initial Premium Payment is required to put this Certificate in
effect. The amount of the Initial Premium Payment is shown in the
Schedule.

ADDITIONAL PREMIUM PAYMENT OPTION

You may make additional Premium Payments under this Certificate
after the end of the Right to Examine period. Restrictions on
additional Premium Payments, such as the Attained Age of the
Annuitant or Owner and the timing and amount of each payment, are
shown in the Schedule. We reserve the right to defer acceptance of
or to return any additional Premium Payments.

As of the date we receive and accept your additional Premium
Payment:

(1) The Accumulation Value will increase by the amount of the
Premium Payment less any premium deductions as shown in the
Schedule.
(2) The increase in the Accumulation Value will be allocated
among the Divisions of the Variable Separate Account and
General Account and allocations to the Fixed Account in
accordance with your instructions. If you do not provide such
instructions, allocation will be among the Divisions of the
Variable Separate Account and General Account and allocations
to the Fixed Account in proportion to the amount of
Accumulation Value in each Division or Fixed Allocation.

Where to Make Payments
Remit the Premium Payments to our Customer Service Center at the
address shown on the cover page. On request we will give you a
receipt signed by our treasurer.

YOUR RIGHT TO CHANGE ALLOCATION OF ACCUMULATION VALUE

You may change the allocation of the Accumulation Value among the
Divisions and Fixed Allocations after the end of the Right to
Examine period. The number of free allocation changes each year
that we will allow is shown in the Schedule. To make an allocation
change, you must provide us with satisfactory notice at our Customer
Service Center. The change will take effect when we receive the
notice. Restrictions for reallocation into and out of Divisions of
the Variable Separate Account and General Account and allocations to
the Fixed Account are shown in the Schedule. An allocation from the
Fixed Account may be subject to a Market Value Adjustment. See the
Schedule.

WHAT HAPPENS IF A VARIABLE SEPARATE ACCOUNT DIVISION IS NOT AVAILABLE

When a distribution is made from an investment portfolio supporting
a unit investment trust Separate Account Division in which
reinvestment is not available, we will allocate the distribution to
the Specially Designated Division shown in the Schedule unless you
specify otherwise.

Such a distribution may occur when an investment portfolio or
Division matures, when distribution from a portfolio or Division
cannot be reinvested in the portfolio or Division due to the
unavailability of securities, or for other reasons. When this
occurs because of maturity, we will send written notice to you
thirty days in advance of such date. To elect an allocation to
other than the Specially Designated Division shown in the Schedule,
you must provide satisfactory notice to us at least seven days prior
to the date the investment matures. Such allocations will not be
counted as an allocation change of the Accumulation Value for
purposes of the number of free allocations permitted.

GA-CA-1052 8

HOW WE MEASURE THE CERTIFICATE'S ACCUMULATION VALUE
- -----------------------------------------------------------------------------

The variable Annuity Benefits under this Certificate are provided
through investments which may be made in our Separate Accounts.

THE VARIABLE SEPARATE ACCOUNTS

These accounts, which are designated in the Schedule, are kept
separate from our General Account and any other Separate Accounts we
may have. They are used to support Variable Annuity Certificates
and may be used for other purposes permitted by applicable laws and
regulations. We own the assets in the Separate Accounts. Assets
equal to the reserves and other liabilities of the accounts will not
be charged with liabilities that arise from any other business we
conduct; but, we may transfer to our General Account assets which
exceed the reserves and other liabilities of the Variable Separate
Accounts. Income and realized and unrealized gains or losses from
assets in these Variable Separate Accounts are credited to or
charged against the account without regard to other income, gains or
losses in our other investment accounts.

The Variable Separate Account will invest in mutual funds, unit
investment trusts and other investment portfolios which we determine
to be suitable for this Certificate's purposes. The Variable
Separate Account is treated as a unit investment trust under Federal
securities laws. It is registered with the Securities and Exchange
Commission ("SEC") under the Investment Company Act of 1940. The
Variable Separate Account is also governed by state law as
designated in the Schedule. The trusts may offer non-registered
series.

Variable Separate Account Divisions
A unit investment trust Separate Account includes Divisions, each
investing in a designated investment portfolio. The Divisions and
the investment portfolios designated may be managed by a separate
investment adviser. Such adviser may be registered under the
Investment Advisers Act of 1940.

Changes within the Variable Separate Accounts
We may, from time to time, make additional Variable Separate Account
Divisions available to you. These Divisions will invest in
investment portfolios we find suitable for the group contract. We
also have the right to eliminate Divisions from a Variable Separate
Account, to combine two or more Divisions or to substitute a new
portfolio for the portfolio in which a Division invests. A
substitution may become necessary if, in our judgment, a portfolio
or Division no longer suits the purpose of the group contract. This
may happen due to a change in laws or regulations, or a change in a
portfolio's investment objectives or restrictions, or because the
portfolio or Division is no longer available for investment, or for
some other reason. We may get prior approval from the insurance
department of our state of domicile before making such a
substitution. We will also get any required approval from the SEC
and any other required approvals before making such a substitution.

Subject to any required regulatory approvals, we reserve the right
to transfer assets of the Variable Separate Account which we
determine to be associated with the class of contracts to which the
group contract belongs, to another Variable Separate Account or
Division.

When permitted by law, we reserve the right to:
(1) deregister a Variable Separate Account under the
Investment Company Act of 1940;
(2) operate a Variable Separate Account as a management
company under the Investment Company Act of 1940, if it is
operating as a unit investment trust;
(3) operate a Variable Separate Account as a unit investment
trust under the Investment Company Act of 1940, if it is
operating as a managed Variable Separate Account;
(4) restrict or eliminate any voting rights of Owners, or
other persons who have voting rights to a Variable Separate
Account; and,
(5) combine a Variable Separate Account with other Variable
Separate Accounts.

GA-CA-1052 9

HOW WE MEASURE THE CERTIFICATE'S ACCUMULATION VALUE THE GENERAL ACCOUNT
(continued)
- -----------------------------------------------------------------------------
THE GENERAL ACCOUNT

The General Account contains all assets of the Company other than
those in the Separate Accounts we establish. The Guaranteed
Interest Divisions available for investment are shown in the
Schedule. We may, from time to time, offer other Divisions where
assets are held in our General Account.

VALUATION PERIOD

Each Division and Fixed Allocation will be valued at the end of each
Valuation Period on a Valuation Date. A Valuation Period is each
Business Day together with any non-Business Days before it. A
Business Day is any day the New York Stock Exchange (NYSE) is open
for trading, and the SEC requires mutual funds, unit investment
trusts, or other investment portfolios to value their securities.

ACCUMULATION VALUE

The Accumulation Value of this Certificate is the sum of the amounts
in each of the Divisions of the Variable Separate Account and
General Account and allocations to the Fixed Account. You select
the Divisions of the Variable Separate Account and General Account
and the Fixed Allocations of the Fixed Account to which to allocate
the Accumulation Value. The maximum number of Divisions and Fixed
Allocations to which the Accumulation Value may be allocated at any
one time is shown in the Schedule.

ACCUMULATION VALUE IN EACH DIVISION AND FIXED ALLOCATION

On the Certificate Date
On the Certificate Date, the Accumulation Value is allocated to each
Division and Fixed Allocation as elected by you, subject to certain
terms and conditions imposed by us. We reserve the right to
allocate premium to the Specially Designated Division during any
Right to Examine period. After such time, allocation will be made
proportionately in accordance with the initial allocation(s) as
elected by you.

On each Valuation Date
At the end of each subsequent Valuation Period, the amount of
Accumulation Value in each Division and Fixed Allocation will be
calculated as follows:
(1) We take the Accumulation Value in the Division or Fixed
Allocation at the end of the preceding Valuation Period.
(2) We multiply (1) by the Variable Separate Account
Division's Net Rate of Return for the current Valuation Period
or we calculate the interest to be credited to a Fixed
Allocation or to a Guaranteed Interest Division for the current
Valuation Period.
(3) We add (1) and (2).
(4) We add to (3) any additional Premium Payments (less any
premium deductions as shown in the Schedule) allocated to the
Division or Fixed Allocation during the current Valuation
Period.
(5) We add or subtract allocations to or from that Division or
Fixed Allocation during the current Valuation Period.
(6) We subtract from (5) any Partial Withdrawals which are
allocated to the Division or Fixed Allocation during the
current Valuation Period.
(7) We subtract from (6) the amounts allocated to that
Division or Fixed Allocation for:
(a) any charges due for the Optional Benefit Riders as
shown in the Schedule;
(b) any deductions from Accumulation Value as shown in the
Schedule.

All amounts in (7) are allocated to each Division or Fixed
Allocation in the proportion that (6) bears to the Accumulation
Value unless the Charge Deduction Division has been specified (see
the Schedule).

FIXED ACCOUNT

The Fixed Account is a Separate Account under state insurance law
and is not required to be registered with the Securities and
Exchange Commission under the Investment Company Act of 1940. The
Fixed Account includes various Fixed Allocations which we credit
with fixed rates of interest for the Guarantee Period or Periods you
select. We reset the interest rates for new Fixed Allocations
periodically based on our sole discretion.

GA-CA-1052 10

HOW WE MEASURE THE CERTIFICATE'S ACCUMULATION VALUE
(continued)
- -----------------------------------------------------------------------------

Guarantee Periods
Each Fixed Allocation is guaranteed an interest rate or rates for a
Guarantee Period. The Guaranteed Interest Rates for a Fixed
Allocation are effective for the entire period. The Maturity Date
of a Guarantee Period will be on the last day of the calendar month
in which the Guarantee Period ends. Withdrawals and transfers made
during a Guarantee Period may be subject to a Market Value
Adjustment unless made within thirty days prior to the Maturity
Date.

Upon the expiry of a Guarantee Period, we will transfer the
Accumulation Value of the expiring Fixed Allocation to a Fixed
Allocation with a Guarantee Period equal in length to the expiring
Guarantee Period, unless you select another period prior to a
Maturity Date. We will notify you at least thirty days prior to a
Maturity Date of your options for renewal. If the period remaining
from the expiry of the previous Guarantee Period to the Annuity
Commencement Date is less than the period you have elected or the
period expiring, the next shortest period then available that will
not extend beyond the Annuity Commencement Date will be offered to
you. If a period is not available, the Accumulation Value will be
transferred to the Specially Designated Division.

We will declare Guaranteed Interest Rates for the then available
Fixed Allocation Guarantee Periods. These interest rates are based
solely on our expectation as to our future earnings. Declared
Guaranteed Interest Rates are subject to change at any time prior to
application to specific Fixed Allocations, although in no event will
the rates be less than the Minimum Guaranteed Interest Rate (see the
Schedule).

Market Value Adjustments
A Market Value Adjustment will be applied to a Fixed Allocation upon
withdrawal, transfer or application to an Income Plan if made more
than thirty days prior to such Fixed Allocation's Maturity Date,
except on Systematic Partial Withdrawals and IRA Partial
Withdrawals. The Market Value Adjustment is applied to each Fixed
Allocation separately.

The Market Value Adjustment is determined by multiplying the amount
of the Accumulation Value withdrawn, transferred or applied to an
Income Plan by the following factor:
( 1 + I ) N/365
---------------
( 1 + J + .0050) -1

Where I is the Index Rate for a Fixed Allocation on the first day of
the applicable Guarantee Period: J is the Index Rate for new Fixed
Allocations with Guarantee Periods equal to the number of years
(fractional years rounded up to the next full year) remaining in the
Guarantee Period at the time of calculation; and N is the remaining
number of days in the Guarantee Period at the time of calculation.
(The Index Rate is described in the Schedule.)

Market Value Adjustments will be applied as follows:
(1) The Market Value Adjustment will be applied to the amount
withdrawn before deduction of any applicable Surrender Charge.
(2) For a Partial Withdrawal, partial transfer or in the case
where a portion of an allocation is applied to an Income Plan,
the Market Value Adjustment will be calculated on the total
amount that must be withdrawn, transferred or applied to an
Income Plan in order to provide the amount requested.
(3) If the Market Value Adjustment is negative, it will be
assessed first against any remaining Accumulation Value in the
particular Fixed Allocation. Any remaining Market Value
Adjustment will be applied against the amount withdrawn,
transferred or applied to an Income Plan.
(4) If the Market Value Adjustment is positive, it will be
credited to any remaining Accumulation Value in the particular
Fixed Allocation. If a cash surrender, full transfer or full
application to an Income Plan has been requested, the Market
Value Adjustment is added to the amount withdrawn, transferred
or applied to an Income Plan.

GA-CA-1052 11

HOW WE MEASURE THE CERTIFICATE'S ACCUMULATION VALUE
(continued)
- -----------------------------------------------------------------------------

MEASUREMENT OF INVESTMENT EXPERIENCE

Index of Investment Experience
The Investment Experience of a Variable Separate Account Division is
determined on each Valuation Date. We use an Index to measure
changes in each Division's experience during a Valuation Period. We
set the Index at $10 when the first investments in a Division are
made. The Index for a current Valuation Period equals the Index for
the preceding Valuation Period multiplied by the Experience Factor
for the current Valuation Period.

How We Determine the Experience Factor
For Divisions of a unit investment trust Separate Account the
Experience Factor reflects the Investment Experience of the
portfolio in which the Division invests as well as the charges
assessed against the Division for a Valuation Period. The factor is
calculated as follows:
(1) We take the net asset value of the portfolio in which the
Division invests at the end of the current Valuation Period.
(2) We add to (1) the amount of any dividend or capital gains
distribution declared for the investment portfolio and
reinvested in such portfolio during the current Valuation
Period. We subtract from that amount a charge for our taxes,
if any.
(3) We divide (2) by the net asset value of the portfolio at
the end of the preceding Valuation Period.
(4) We subtract the daily Mortality and Expense Risk Charge
for each Division shown in the Schedule for each day in the
Valuation Period.
(5) We subtract the daily Asset Based Administrative Charge
shown in the Schedule for each day in the Valuation Period.

Calculations for Divisions investing in unit investment trusts are
on a per unit basis.

Net Rate of Return for a Variable Separate Account Division
The Net Rate of Return for a Variable Separate Account Division
during a Valuation Period is the Experience Factor for that
Valuation Period minus one.

Interest Credited to a Guaranteed Interest Division
Accumulation Value allocated to a Guaranteed Interest Division will
be credited with the Guaranteed Interest Rate for the Guarantee
Period in effect on the date the premium or reallocation is applied.
Once applied, such rate will be guaranteed until the Maturity Date
of that Guarantee Period. Interest will be credited daily at a rate
to yield the declared annual Guaranteed Interest Rate. No
Guaranteed Interest Rate will be less than the Minimum Interest Rate
shown in the Schedule.

Interest Credited to a Fixed Allocation
A Fixed Allocation will be credited with the Guaranteed Interest
Rate for the Guarantee Period in effect on the date the premium or
reallocation is applied. Once applied, such rate will be guaranteed
until that Fixed Allocation's Maturity Date. Interest will be
credited daily at a rate to yield the declared annual Guaranteed
Interest Rate.

We periodically declare Guaranteed Interest Rates for then available
Guarantee Periods. No Guaranteed Interest Rate will be less than the
Minimum Interest Rate shown in the Schedule.

CHARGES DEDUCTED FROM ACCUMULATION VALUE ON EACH CERTIFICATE PROCESSING DATE

Expense charges and fees are shown in the Schedule.

GA-CA-1052 12

HOW WE MEASURE THE CERTIFICATE'S ACCUMULATION VALUE
(continued)
- -----------------------------------------------------------------------------

Charge Deduction Division Option
We will deduct all charges against the Accumulation Value of this
Certificate from the Charge Deduction Division if you elected this
option on the application (see the Schedule). If you did not elect
this Option or if the charges are greater than the amount in the
Charge Deduction Division, the charges against the Accumulation
Value will be deducted as follows:

(1) If these charges are less than the Accumulation Value in
the Variable Separate Account Divisions, they will be deducted
proportionately from all Divisions.
(2) If these charges exceed the Accumulation Value in the
Variable Separate Account Divisions, any excess over such value
will be deducted proportionately from any Fixed Allocations and
Guaranteed Interest Divisions.

Any charges taken from the Fixed Account or the General Account will
be taken from the Fixed Allocations or the Guaranteed Interest
Divisions starting with the Guarantee Period nearest its Maturity
Date until such charges have been paid.

At any time while this Certificate is in effect, you may change your
election of this Option. To do this you must send us a written
request to our Customer Service Center. Any change will take effect
within seven days of the date we receive your request.

GA-CA-1052 13

YOUR CERTIFICATE BENEFITS
- -----------------------------------------------------------------------------

While this Certificate is in effect, there are important rights and
benefits that are available to you. We discuss these rights and
benefits in this section.

CASH VALUE BENEFIT

Cash Surrender Value
The Cash Surrender Value, while the Annuitant is living and before
the Annuity Commencement Date, is determined as follows:
(1) We take the Certificate's Accumulation Value;
(2) We adjust for any applicable Market Value Adjustment;
(3) We deduct any Surrender Charges;
(4) We deduct any charges shown in the Schedule that have been
incurred but not yet deducted, including:
(a) any administrative charge that has not yet been
deducted;
(b) the pro rata part of any charges for Optional Benefit
Riders; and
(c) any applicable premium or other tax.

Cancelling to Receive the Cash Surrender Value
At any time while the Annuitant is living and before the Annuity
Commencement Date, you may surrender this Certificate to us. To do
this, you must return this Certificate with a signed request for
cancellation to our Customer Service Center.

The Cash Surrender Value will vary daily. We will determine the
Cash Surrender Value as of the date we receive the Certificate and
your signed request in our Customer Service Center. All benefits
under this Certificate will then end.

We will usually pay the Cash Surrender Value within seven days; but,
we may delay payment as described in the Payments We May Defer
provision.

PARTIAL WITHDRAWAL OPTION

After the Certificate Date, you may make Partial Withdrawals.
Partial Withdrawals may be subject to a Partial Withdrawal Charge
(see the Schedule). The minimum amount that may be withdrawn is
shown in the Schedule. The maximum amount that may be withdrawn
without Surrender Charge is shown in the Schedule. To take a
Partial Withdrawal, you must provide us satisfactory notice at our
Customer Service Center.

PROCEEDS PAYABLE TO THE BENEFICIARY

Prior to the Annuity Commencement Date
If the sole Owner dies prior to the Annuity Commencement Date, we
will pay the Beneficiary the death benefit. If there are joint
Owners and any Owner dies, we will pay the surviving Owners the
death benefit. We will pay the amount on receipt of due proof of
the Owner's death at our Customer Service Center. Such amount may
be received in a single lump sum or applied to any of the Annuity
Options (see Choosing an Income Plan). When the Owner (or all
Owners where there are joint Owners) is not an individual, the death
benefit will become payable on the death of the Annuitant prior to
the Annuity Commencement Date (unless a Contingent Annuitant
survived the Annuitant). Only one death benefit is payable under
this Certificate. In all events, distributions under the
Certificate must be made as required by applicable law.

GA-CA-1052 14

YOUR CERTIFICATE BENEFITS (continued)
- -----------------------------------------------------------------------------

How to Claim Payments to Beneficiary
We must receive proof of the Owner's (or the Annuitant's) death
before we will make any payments to the Beneficiary. We will
calculate the death benefit as of the date we receive due proof of
death. The Beneficiary should contact our Customer Service Center
for instructions.

GA-CA-1052 15

CHOOSING AN INCOME PLAN
- -----------------------------------------------------------------------------

ANNUITY BENEFITS

If the Annuitant and Owner are living on the Annuity Commencement
Date, we will begin making payments to the Owner. We will make
these payment under the Annuity Option (or Options) as chosen in the
application or as subsequently selected. You may choose or change
an Annuity Option by making a written request at least 30 days prior
to the Annuity Commencement Date. Unless you have chosen otherwise,
Option 2 on a 10-year period certain basis will become effective.
The amounts of the payments will be determined by applying the
Accumulation Value on the Annuity Commencement Date in accordance
with the Annuity Options section below (see Payments We Defer).
Before we pay any Annuity Benefits, we require the return of this
Certificate. If this Certificate has been lost, we require the
applicable lost Certificate form.

ANNUITY COMMENCEMENT DATE SELECTION

You select the Annuity Commencement Date. You may select any date
following the fifth Certificate Anniversary but before the required
date of Annuity Commencement as shown in the Schedule. If you do
not select a date, the Annuity Commencement Date will be in the
month following the required date of Annuity Commencement.

FREQUENCY SELECTION

You may choose the frequency of the Annuity Payments. They may be
monthly, quarterly, semi-annually or annually. If we do not receive
written notice from you, the payments will be made monthly.

THE INCOME PLAN

While this Certificate is in effect and before the Annuity
Commencement Date, you may chose one or more Annuity Options for the
payment of death benefits proceeds. If, at the time of the Owner's
death, no Option has been chosen for paying the death benefit
proceeds, the Beneficiary may choose an Option within one year. You
may also elect an Annuity Option on surrender of the Certificate for
its Cash Surrender Value. For each Option we will issue a separate
written agreement putting the Option into effect.

Our approval is needed for any Option where:
(1) the person named to receive payment is other than the
Owner or Beneficiary; or
(2) the person named is not a natural person, such as a
corporation; or
(3) any income payment would be less than the minimum annuity
income payment shown in the Schedule.

THE ANNUITY OPTIONS

There are four Options to choose from. They are:

Option 1. Income for a Fixed Period
Payment is made in equal installments for a fixed number of years.
We guarantee each monthly payment will be at least the Income for
Fixed Period amount shown in the Schedule. Values for annual,
semiannual or quarterly payments are available on request.

GA-CA-1052 16

CHOOSING AN INCOME PLAN (continued)
- -----------------------------------------------------------------------------

Option 2. Income for Life
Payment is made to the person named in equal monthly installments
and guaranteed for at least a period certain. The period certain
can be 10 or 20 years. Other periods certain are available on
request. A refund certain may be chosen instead. Under this
arrangement, income is guaranteed until payments equal the amount
applied. If the person named lives beyond the guaranteed period,
payments continue until his or her death.

We guarantee each payment will be at least the amount shown in the
Schedule. By age, we mean the named person's age on his or her
nearest birthday before the Option's effective date. Amounts for
ages not shown are available on request.

Option 3. Joint Life Income
This Option is available if there are two persons named to receive
payments. At least one of the persons named must be either the
Owner of Beneficiary of this Certificate. Monthly payments are
guaranteed and are made as long as at least one of the named persons
is living. The monthly payment amounts are available upon request.
Such amounts are guaranteed and will be calculated on the same basis
as the Table for Income for Life, however, the amounts will be based
on two lives.

Option 4. Annuity Plan
An amount can be used to buy any single premium immediate annuity we
offer for the Option's effective date.

PAYMENT WHEN NAMED PERSON DIES

When the person named to receive payment dies, we will pay any
amounts still due as provided by the Option agreement. The amounts
still due are determined as follows:
(1) For Option 1 or for any remaining guaranteed payments in
Option 2, payments will be continued.
(2) For Option 3, no amounts are payable after both named
persons have died.
(3) For Option 4, the annuity agreement will state the amount
due, if any.

GA-CA-1052 17

OTHER IMPORTANT INFORMATION
- -----------------------------------------------------------------------------

ENTIRE CONTRACT

The group contract, including any attached Rider, endorsement,
amendment and the application of the Contractholder, constitute the
entire contract between the Contractholder and us. All statements
made by the Contractholder, any Owner or any Annuitant will be
deemed representations and not warranties. No such statement will
be used in any contest unless it is contained in the application
signed by the Owner, a copy of which has been furnished to the
Owner, the Beneficiary or to the Contractholder.

SENDING NOTICE TO US

Whenever written notice is required, send it to our Customer Service
Center. The address of our Customer Service Center is shown on the
cover page. Please include your Certificate number in all
correspondence.

REPORTS TO OWNER

We will send you a report at least once during each Certificate
Year. The report will show the Accumulation Value and the Cash
Surrender Value as of the end of the Certificate Processing Period.
The report will also show the allocation of the Accumulation Value
as of such date and the amounts deducted from or added to the
Accumulation Value since the last report. The report will also
include any information that may be currently required by the
insurance supervisory official of the jurisdiction in which the
Certificate is delivered.

We will also send you copies of any shareholder reports of the
portfolios in which the Divisions of the Variable Separate Account
invest, as well as any other reports, notices or documents required
by law to be furnished to Owners.

ASSIGNMENT - USING THIS CERTIFICATE AS COLLATERAL SECURITY

You can assign this Certificate as collateral security for a loan or
other obligation. This does not change the ownership. Your rights
and any Beneficiary's right are subject to the terms of the
assignment. To make or release an assignment, we must receive
written notice satisfactory to us, at our Customer Service Center.
We are not responsible for the validity of any assignment.

CHANGING THIS CERTIFICATE

This Certificate or any additional benefit riders may be changed to
another annuity plan according to our rules at the time of the
change.

CERTIFICATE CHANGES - APPLICABLE TAX LAW

We reserve the right to make changes in this Certificate or its
Riders to the extent we deem it necessary to continue to qualify
this Certificate as an annuity. Any such changes will apply
uniformly to all Certificates that are affected. You will be given
advance written notice of such changes.

MISSTATEMENT OF AGE OR SEX

If an age or sex has been misstated, the amounts payable or benefits
provided by this Certificate will be those that the Premium Payment
made would have bought at the correct age or sex.

NON-PARTICIPATING

This Certificate does not participate in the divisible surplus of
Golden American Life Insurance Company.

GA-CA-1052 18

OTHER IMPORTANT INFORMATION (continued)
- -----------------------------------------------------------------------------

PAYMENTS WE MAY DEFER

We may not be able to determine the value of the assets of the
Variable Separate Account Divisions because:
(1) The NYSE is closed for trading;
(2) the SEC determines that a state of emergency exists;
(3) an order or pronouncement of the SEC permits a delay for
the protection of Owners; or
(4) the check used to pay the premium has not cleared through
the banking system. This may take up to 15 days.

During such times, as to amounts allocated to the Divisions of the
Variable Separate Account, we may delay;

(1) determination and payment of the Cash Surrender Value;
(2) determination and payment of any death benefit if death
occurs before the Annuity Commencement Date;
(3) allocation changes of the Accumulation Value; or,
(4) application of the Accumulation Value under an income
plan.

As to the amounts allocated to a Guaranteed Interest Division in the
General Account and as to amounts allocated to Fixed Allocations of
the Fixed Account, we may, at any time, defer payment of the Cash
Surrender Value for up to six months after we receive a request for
it. We will allow interest of at least 3.00% a year on any Cash
Surrender Value payment derived from the Fixed Allocations or
Guaranteed Interest Divisions that we defer 30 days or more.

AUTHORITY TO MAKE AGREEMENTS

All agreements made by us must be signed by one of our officers. No
other person, including an insurance agent or broker, can:
(1) change any of this Certificate's terms;
(2) extend the time for Premium Payments; or
(3) make any agreement binding on us.

REQUIRED NOTE ON OUR COMPUTATIONS

We have filed a detailed statement of our computations with the
insurance supervisory official in the jurisdiction where this
Certificate is delivered. The values are not less than those
required by the law of that state or jurisdiction. Any benefit
provided by an attached Optional Benefit Rider will not increase
these values unless otherwise stated in that Rider.

GA-CA-1052 19

DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CERTIFICATE - NO DIVIDENDS
- -----------------------------------------------------------------------------
Variable Cash Surrender Values while the Annuitant and Owner are
living and prior to the Annuity Commencement Date. Death benefit
subject to guaranteed minimum. Additional Premium Payment Option.
Partial Withdrawal Option. Non-participating. Investment results
reflected in values.

GA-CA-1052

<PAGE>
<PAGE>
EXHIBIT 4(c)

-----GOLDEN
--------AMERICAN DEFERRED COMBINATION
----------LIFE INSURANCE VARIABLE AND FIXED
-------COMPANY ANNUITY CERTIFICATE

Golden American is a stock company domiciled in Delaware.
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
| |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date |
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B] [123456] |
- ------------------------------------------------------------------------------

This is a legal Contract between its Owner and us. Please read it
carefully. In this contract you or your refers to the Owner shown above.
We, our or us refers to Golden American Life Insurance Company. You may
allocate this Contract's Accumulation Value among the Divisions of the
Variable Separate Account and the General Account shown in the Schedule.

ALL PAYMENTS AND VALUES, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A
VARIABLE SEPARATE ACCOUNT, MAY INCREASE OR DECREASE, DEPENDING ON THE
CONTRACT'S INVESTMENT RESULTS.

RIGHT TO EXAMINE THIS CONTRACT: YOU MAY RETURN THIS CONTRACT TO US OR
THE AGENT THROUGH WHOM YOU PURCHASED IT WITHIN 10 DAYS AFTER YOU RECEIVE
IT. IF SO RETURNED, WE WILL TREAT THE CONTRACT AS THOUGH IT WERE NEVER
ISSUED. UPON RECEIPT WE WILL PROMPTLY REFUND THE ACCUMULATION VALUE PLUS
ANY CHARGES WE HAVE DEDUCTED AS OF THE DATE THE RETURNED CONTRACT IS
RECEIVED BY US.

Customer Service Center Secretary: /s/ Myles R. Tashman
1475 Dunwoody Drive
West Chester, PA 19380 President: /s/ Barnett Chernow

- ------------------------------------------------------------------------------
DEFERRED VARIABLE ANNUITY CONTRACT - NO DIVIDENDS
Variable Cash Surrender Values while the Annuitant and Owner are living
and prior to the Annuity Commencement Date. Death benefit subject to
guaranteed minimum. Additional Premium Payment Option. Partial
Withdrawal Option. Non-participating. Investment results reflected in
values.

GA-IA-1053

CONTRACT CONTENTS
- ------------------------------------------------------------------------------

THE SCHEDULE YOUR CONTRACT BENEFITS........14

IMPORTANT TERMS .......................4

PREMIUM PAYMENTS AND ALLOCATION OTHER IMPORTANT INFORMATION...18
CHANGES.............................8

Initial Premium Payment Sending Notice to Us
Additional Premium Payment Option Reports to Owner
Your Right to Change Allocation of Assignment - Using this Contract
Accumulation Value as Collateral Security
What Happens if a Variable Changing this Contract
Separate Account Contract Changes -
Division is Not Available Applicable Tax Law
Misstatement of Age or Sex
Non-Participating
HOW WE MEASURE THE CONTRACT'S Payments We May Defer
ACCUMULATION VALUE..................9 Authority to Make Agreements
Required Note on Our Computations
The Variable Separate Accounts
The General Account
Valuation Period
Accumulation Value
Accumulation Value in each Division
Measurement of Investment Experience
Charges Deducted from Accumulation Value
on each Contract Processing Date

Copies of any application and any additional Riders and
Endorsements are at the back of this Contract.

THE SCHEDULE

The Schedule gives specific facts about this Contract and its
coverage. Please refer to the Schedule while reading this
Contract.

GA-IA-1053
2

THE SCHEDULE
PAYMENT AND INVESTMENT INFORMATION
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Annuitant's Issue Age Annuitant's Sex Owner's Issue Age |
| [55] [MALE] [35] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Contract Date Issue Date Residence Status |
| [JANUARY 1, 1996] [JANUARY 1, 1996] [DELAWARE] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B] [123456] |
- ------------------------------------------------------------------------------

INITIAL INVESTMENT

Initial Premium Payment received: [$10,000]

Your initial Accumulation Value has been invested as follows:

Percentage of
Divisions Accumulation Value
--------- ------------------
[Multiple Allocation 10%
Fully Managed 10%
Capital Appreciation 10%
Rising Dividends 10%
All-Growth 10%
Real Estate 10%
Value Equity 10%
Hard Assets 5%
Emerging Markets 5%
Managed Global 5%
Limited Maturity 5%
Bond 5%
Liquid Asset 5%]
Strategic Equity
------------------------- -------------------------
Total 100%
----- ----

GA-IA-1053

3A1

THE SCHEDULE
PAYMENT AND INVESTMENT INFORMATION(continued)
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Annuitant's Issue Age Annuitant's Sex Owner's Issue Age |
| [55] [MALE] [35] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Contract Date Issue Date Residence Status |
| [JANUARY 1, 1996] [JANUARY 1, 1996] [DELAWARE] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B] [123456] |
- ------------------------------------------------------------------------------

ADDITIONAL PREMIUM PAYMENT INFORMATION

[We will accept additional premium payments until either the Annuitant or
Owner reaches the Attained Age of 85. The minimum additional payment
which may be made is [$100.00].]

ACCUMULATION VALUE ALLOCATION RULES

ALLOCATION CHANGES BY TELEPHONE

GA-IA-1053

3A2

THE SCHEDULE
THE VARIABLE SEPARATE ACCOUNTS
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B] [123456] |
- ------------------------------------------------------------------------------

DIVISIONS INVESTING IN SHARES OF A MUTUAL FUND

Each Division listed below invests in shares of the mutual fund portfolio
(the "Portfolio") designated. Each portfolio is a part of the Evergreen
Trust managed by Evergreen Asset Management, Inc.

PORTFOLIO
---------
[Equity Index
Foundation
Global Leaders
Small Cap Value]

GA-IA-1053

THE SCHEDULE
THE GENERAL ACCOUNT
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B] [123456] |
- ------------------------------------------------------------------------------

GENERAL ACCOUNT

Guarantee Periods
Each allocation to a Guaranteed Interest Division will be guaranteed an
interest rate for the entire Initial Guarantee Period elected. We
currently offer Initial Guarantee Periods of one, two, three, five, seven
and ten years. The Initial Guarantee Period starts on the day an
allocation is made to a Guaranteed Interest Division and ends on the last
day of the calendar month following one, two, three, five, seven or ten
year(s), as appropriate, the Maturity Date.

At the end of a Guarantee Period, you may transfer the Accumulation Value
in such Guarantee Period to the Variable Separate Account Divisions or to
a Guarantee Period we then offer. If we do not receive notification by
the Maturity Date, your Accumulation Value in the maturing Guarantee
Period will automatically be transferred to a one-year Guarantee Period.
Upon such automatic transfer you will have thirty days to reallocate any
of your Accumulation Value to the Divisions.

Deduction for Charges
We do not deduct the Mortality and Expense Risk Charge and the Asset-
Based Administrative Charge with respect to the amount of the
Accumulation Value allocated to a Guaranteed Interest Division while such
Accumulation Value remains allocated to a Guaranteed Interest Division.

Transfers from the Guaranteed Interest Division
On a Maturity Date, 100% of the Accumulation Value in the maturing
Guarantee Period may be transferred.

We currently require that an amount allocated to a Guarantee Period not
be transferred until the Maturity Date, except pursuant to our published
rules. We reserve the right not to allow amounts previously transferred
from a Guaranteed Interest Division to the Variable Separate Account
Divisions to be transferred back to the Guaranteed Interest Division for
a period of at least six months from the date of transfer. We reserve
the right to reduce the amount otherwise available for transfer from a
Guaranteed Interest Division by any amounts previously withdrawn from
that Guaranteed Interest Division.

GA-IA-1053

THE SCHEDULE
CONTRACT FACTS
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B] [123456] |
- ------------------------------------------------------------------------------

CONTRACT FACTS

Contract Processing Date
The Contract Processing Date for your Contract is [April 1] of each year.

PARTIAL WITHDRAWALS

Systematic Partial Withdrawals and Conventional Partial Withdrawals may not
be taken in the same Contract Year.

To determine the Surrender Charge on Excess Partial Withdrawals, the
withdrawals will occur in the following order:
(1) Any remaining Free Amount;
(2) Premium Payments which were received more than ten years prior to
the withdrawal; and,
(3) Premium Payments which were received less than ten years prior
to withdrawal.

Free Amounts are not treated as withdrawals of Premium Payments for
purposes of calculating any Surrender Charge.

The Free Amount for a Contract Year is equal to 10% of Premium Payments
received within ten years prior to the date of withdrawal which were not
previously withdrawn.

Conventional Partial Withdrawals

Minimum Withdrawal Amount: $100.

GA-IA-1053

3D1

THE SCHEDULE
CONTRACT FACTS (continued)
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B] [123456] |
- ------------------------------------------------------------------------------

Maximum Withdrawal Amounts:

Variable Separate Account Divisions: .833% monthly, 2.5% quarterly or
10% annually of Premium Payments
not previously withdrawn.

Guaranteed Interest Divisions: Interest earned on the Guaranteed
Interest Divisions for the prior
month,quarter or year (depending
on the frequency selected).

The Maximum Withdrawal Amount available per year as a Systematic Partial
Withdrawal is 10% of Premium Payments not previously withdrawn. A
Systematic Partial Withdrawal in excess of the Free Amount may be subject
to a Surrender Charge.

[IRA Partial Withdrawals for Qualified Plans Only
IRA Partial Withdrawals may be taken on a monthly, quarterly or annual
basis. A minimum withdrawal of $100.00 is required. You select the day
the withdrawals will be made, but no later than the 28th day of the month.
If you do not elect a day, the Certificate Date will be used. Systematic
Partial Withdrawals and Conventional Partial Withdrawals are not allowed
when IRA Partial Withdrawals are being taken. An IRA Partial Withdrawal
in excess of the maximum amount allowed under the Systematic Partial
Withdrawal option may be subject to a Market Value Adjustment.]

DEATH BENEFITS

PRORATA PARTIAL WITHDRAWAL BENEFITS

GA-IA-1053

3D2

THE SCHEDULE
CONTRACT FACTS (continued)
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B] [123456] |
- ------------------------------------------------------------------------------

CHANGE OF OWNER

A change of Owner will result in recalculation of the Death Benefit. If
the Owner's or the oldest of multiple owner's attained age at the time of
the change is less than (86), the Death Benefit will remain in effect. If
any owner's or the oldest multiple owners' attained age at the time of
the change is (86) or greater, the Death Benefit thereafter will be the
cash surrender value.

SPOUSAL CONTINUATION UPON DEATH OF OWNER

If at the Owner's death, the surviving spouse of the deceased Owner is the
beneficiary and such surviving spouse elects to continue the Contract as
their own pursuant to Internal Revenue Code Section 72(s) or the
equivalent provisions of the U.S. Treasury Department rules for qualified
plans, the following will apply:
(a) If the Death Benefit as of the date we receive due proof of the
death of the Owner, minus the Accumulation Value, also of that date, is
greater than zero, we will add such difference to the Accumulation
Value. Such addition will be allocated to the divisions of the Separate
Account in proportion to the Accumulation Value in the Separate Account.
If there is no Accumulation Value in the Separate Account, the addition
will be allocated to the Liquid Assets division, or its successor.
(b) The Death Benefit will continue to apply, with all age criteria
using the surviving spouse's age as the determining age.
(c) At subsequent surrender, any surrender charge applicable to premiums
paid prior to the date we receive due proof of death of the Owner
will be waived. Any premiums paid later will be subject to any
applicable surrender charge.
This Addition to the Accumulation Value is available only to the spouse
of the Owner as of the date of death of the Owner is such spouse under
the provisions of this certificate elects to continue the Contract as
their own.

CHOOSING AN INCOME PLAN

Optional Benefit Riders - [None.]

GA-IA-1053

3D3

THE SCHEDULE
CHARGES AND FEES
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B] [123456] |
- ------------------------------------------------------------------------------
ATTAINED AGE

The Issue Age of the Annuitant or Owner plus the number of full years
elapsed since the Contract Date.
DEDUCTIONS FROM PREMIUMS

[None.]

DEDUCTIONS FROM ACCUMULATION VALUE

Initial Administrative Charge
[None.]

Complete Years Elapsed Surrender
Since Premium Payment Charges
--------------------- -------
[0 8.5%
1 8.5%
2 8.5%
3 8.5%
4 8.5%
5 8.0%
6 7.0%
7 6.0%
8 4.0%
9 2.0%
10+ 0.0%

Surrender of the Contract is permitted at or before the commencement of
annuity payments.

GA-IA-1053

3E1

THE SCHEDULE
CHARGES AND FEES (continued)
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
| Annuitant Owner |
| [THOMAS J. DOE] [JOHN Q. DOE] |
|----------------------------------------------------------------------------|
| Initial Premium Annuity Option Annuity Commencement Date|
| [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] |
|----------------------------------------------------------------------------|
| Separate Account(s) Contract Number |
| [SEPARATE ACCOUNT B] [123456] |
- ------------------------------------------------------------------------------

[Premium Taxes
We deduct the amount of any premium or other state and local taxes levied
by any state or governmental entity when such taxes are incurred.

Deductions from the Divisions
[Mortality and Expense Risk Charge - We deduct 0.003446% of the assets in
each Variable Separate Account Division on a daily basis (equivalent to
an annual rate of 1.25%) for mortality and expense risks. This charge is
not deducted from the General Account values.]

[Asset Based Administrative Charge - We deduct 0.000411% of the assets in
each Variable Separate Account Division on a daily basis (equivalent to
an annual rate of 0.15%) to compensate us for a portion of our ongoing
administrative expenses. This charge is not deducted from the General
Account values.]