AUTOMATIC

                              REINSURANCE AGREEMENT




                                     Between



                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                        a

                              Delaware Corporation

                         (referred to as the Reinsured)


                                       and


                  SECURITY LIFE OF DENVER INTERNATIONAL LIMITED

                                       of

                                Hamilton, Bermuda

                         (referred to as the Reinsurer)


                           EFFECTIVE JANUARY 1, 2000.











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                                TABLE OF CONTENTS


   ARTICLE                                                             PAGE No.

1.   Definitions .............................................................1
2.   Parties to Agreement ....................................................2
3.   Indemnification and Terms of Reinsurance ................................2
4.   Reinsurance Premiums ....................................................2
5.   Accounting and Reporting ................................................2
6.   Claims ..................................................................3
7.   Term of this Agreement and Recapture ....................................3
8.   Policy Changes, Reductions, Terminations and Reinstatements .............4
9.   No Liability for Damages ................................................4
10.  General Terms ...........................................................5
11.  Insolvency ..............................................................7
12.  Arbitration .............................................................8
13.  DAC Tax - Section 1.848-2(g)(8) Election ................................8
14.  Basis of Interpretation .................................................9
15.  Assessments .............................................................9
16.  Credit for Reinsurance ..................................................9
17.  Execution ..............................................................11

SCHEDULE A - Business Reinsured..............................................12
SCHEDULE B - Monthly Reporting...............................................14
SCHEDULE C - Quarterly Reporting.............................................15
SCHEDULE D - Annual Reporting................................................16
SCHEDULE E - Letter of Credit................................................17




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This  Automatic  Reinsurance  Agreement,  effective  January 1, 2000, is between
Golden American Life Insurance Company, a Delaware Corporation and Security Life
of Denver International Limited of Hamilton Bermuda.

1    DEFINITIONS
a.   The ACCOUNTING PERIOD is a calendar month.

b.   The  ACCUMULATION  VALUE is the sum of the amounts in each of the Divisions
     of the Variable  Separate and General Accounts and allocations to the Fixed
     Account adjusted to reflect any Market Value Adjustments.

c.   This AGREEMENT is between the Ceding Company and the Reinsurer  whereby the
     Reinsurer agrees to provide  Automatic Yearly Renewable Term Reinsurance on
     the Covered Policies as described in the terms and conditions hereto.

d.   The AGREEMENT EFFECTIVE DATE is January 1, 2000.

e.   APPLICABLE FUNDS are defined as all separate account variable funds and all
     fixed  accounts  offered for  investment in the Policy Forms of the Covered
     Policies, excluding Non-applicable funds.

f.   The CEDING COMPANY is Golden American Life Insurance Company (1475 Dunwoody
     Drive, West Chester, Pennsylvania 19380).

g.   A CLAIM for the MGDB is  defined  as the  contractual  liability  under the
     Ceding Company's in-force Policy arising from the actual death of the owner
     (or upon the death of the  first  owner in the case  where  there are joint
     owners) or upon the death of the  annuitant  if the owner is a  non-natural
     person.

h.   A CLAIM for a Living Benefit is defined as the contractual  liability under
     the Ceding  Company's  in-force  Policy arising from a Living Benefit rider
     listed in Schedule A.

i.   A COVERED POLICY is defined as a Minimum  Guaranteed Death Benefit ("MGDB")
     and/or  Living  Benefit  Rider under  variable and fixed  annuity  Policies
     specified in Schedule A that are directly written by the Ceding Company and
     reinsured under this Agreement.

j.   A BENEFIT is defined as the benefit  provision  associated with the Covered
     Policy.  A Covered Policy may provide for one or more Benefits as listed in
     Exhibit A and Exhibit B.

k.   The BENEFIT  AMOUNT is  described  in the  applicable  contracts  listed in
     Schedule  A and is  determined  based on the  Benefit  provided  under  the
     Covered Policy.

l.   The NET AMOUNT AT RISK for each  Benefit is defined  pursuant  to  Exhibits
     A(I) and B(I), depending on the Benefit.

m.   The PARTIES to the Agreement are the Ceding Company and the Reinsurer.

n.   The POLICY is the underlying  policy directly written by the Ceding Company
     to which the Covered Policy relates, including any riders.


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     o.   REINSURANCE  BENEFITS are defined as the reinsurance  benefits paid by
          the  Reinsurer  to the  Ceding  Company  related  to Claims on Covered
          Policies.  The  maximum  Reinsurance  Benefit  payable  to the  Ceding
          Company under each Covered  Policy is the Reinsured Net Amount at Risk
          for each Benefit.

      p.  The REINSURANCE RESERVE is the reserve held by the Reinsurer for which
          the  Ceding  Company  is  eligible  to  take  reserve  credit  on a US
          Statutory basis.

      q.  The REINSURED NET AMOUNT AT RISK is equal to 100% times the Net Amount
          at Risk,  less the amount of such risk reinsured by other  reinsurance
          agreements.

      r.  The  REINSURER  is  Security  Life of  Denver  International,  Limited
          (Continental building, 25 Church Street, P.O. Box HM 1978, Hamilton HM
          HX, Bermuda).

2.   PARTIES TO AGREEMENT
      This  Agreement is solely  between the Reinsurer  and the Ceding  Company.
      There is no third party  beneficiary to this Agreement.  Reinsurance under
      this  Agreement will not create any right nor legal  relationship  between
      the  Reinsurer  and  any  third  party,  including,   without  limitation,
      annuitants,   insureds,   certificate  or  contract  holders,   employees,
      dependents, beneficiaries, policy owners, agents, or assignees.

3.   INDEMNIFICATION AND TERMS OF REINSURANCE

      Subject  to the terms and  conditions  of this  Agreement,  the  Reinsurer
      indemnifies  the Reinsured Net Amount at Risk  associated with the Covered
      Policies  specified in Schedule A. The  Reinsurer's  liability  under this
      Agreement  follows the  contractual  liability of the Ceding Company under
      the Covered Policy.

4.   REINSURANCE PREMIUMS

      The Base  Reinsurance  Premium  for each  Benefit is  determined  for each
      Accounting  Period and is equal to the current monthly MGDB charge for the
      Accounting  Period,  as defined  in  Exhibit  A,  times the  corresponding
      nominal  MGDB  charge  base,  as defined  in  Exhibit C, plus the  current
      monthly Living Benefit  charge for the  Accounting  Period,  as defined in
      Exhibit B, times the corresponding  nominal living benefit charge base, as
      defined in Exhibit C. Current charges may be changed by the Reinsurer upon
      90 days  notice but may not exceed the  guaranteed  charges  specified  in
      Exhibits A and B.

      The Total Base Reinsurance  Premium for an Accounting Period is the sum of
      the Base  Reinsurance  Premium for each Benefit provided under the Covered
      Policy.

5.   ACCOUNTING AND REPORTING

     a.   Total  Base  Reinsurance  Premiums  are  due  on the  last  day of the
          Accounting Period.

     b.   The Net Settlement  shall be determined for each Accounting  Period as
          the Total Base Reinsurance Premiums less the Reinsurance Benefits paid
          during the  Accounting  Period.  If the Net Settlement is greater than
          zero, the Ceding  Company shall pay that amount to the  Reinsurer.  If
          the Net  Settlement  is less than zero,  the  Reinsurer  shall pay the
          absolute  value  of  that  amount  to  the  Ceding  Company.  The  Net
          Settlement  shall be paid within  forty-five (45) days after the close
          of the Accounting Period.


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     c.   Not later than  twenty-one  (21) days  after the end of each  calendar
          month, the Ceding Company will submit a report substantially in accord
          with  Schedule  B.  The  Ceding  Company  agrees  to  provide  or make
          available to the Reinsurer such  documentation  as may be necessary to
          support the items reported.

     d.   Not later than  twenty-one  (21) days  after the end of each  calendar
          quarter,  the Ceding  Company  will submit a report  substantially  in
          accord with Schedule C.

     e.   Not later than  twenty-one  (21) days  after the end of each  calendar
          year, the Ceding Company will submit a report  substantially in accord
          with Schedule D.

     f.   The Ceding  Company will provide  liability  valuation  information as
          mutually agreed upon.

     g.   Any  debts  or   credits,   matured  or   unmatured,   liquidated   or
          unliquidated, regardless of when they arose or were incurred, in favor
          of or against either the Ceding Company,  or its liquidator,  receiver
          or  statutory  successor,  or  the  Reinsurer  with  respect  to  this
          Agreement and any other agreements between the Ceding Company,  or its
          liquidator,  receiver or statutory  successor  and the  Reinsurer  are
          deemed to be mutual  debts and  credits  and shall be set off and only
          the net balance shall be paid.

6. CLAIMS

     a.   Notice Of Claim.  Ceding  Company  will notify  Reinsurer,  as soon as
          reasonably  possible,  after  it  receives  a Claim  or when a  living
          benefit claim is due. The amount  payable by the Reinsurer will be the
          Reinsured Net Amount at Risk as of the date determined pursuant to the
          underlying  contract.  For the MGIB rider, the Reinsured Net Amount at
          Risk shall be payable as of the date the rider is  exercised.  For the
          MGAB and MGWB riders,  amounts  payable under this agreement  shall be
          calculated  and  payable  at the same  time as the  benefit  under the
          contract.

      b.  Proofs. The Ceding Company will provide,  at the Reinsurer's  request,
          proper Claim proofs (including, for example, proofs required under the
          policy),  all  relevant  information   respecting  the  existence  and
          validity of the Claim, and an itemized statement of the Claim benefits
          paid by Ceding Company under the policy.

     c.   Amount and Payment of Claims. The Reinsurer will pay the amount of the
          Reinsurance  Benefits  due and owing to Ceding  Company as provided in
          Section 5. The Ceding  Company's  contractual  liability for Claims is
          binding on the Reinsurer.  The maximum  Reinsurance Benefit payable to
          the Ceding  Company  under each Covered  Policy is the  Reinsured  Net
          Amount at Risk for each Benefit.

7. TERM OF THIS AGREEMENT AND RECAPTURE

     The reinsurance  provided under this Agreement for each Covered Policy will
     be maintained and continued as long as the Policy is in force.

     This  Agreement  may be  terminated  with respect to new business by either
     party upon 90 days written notice to the other party.

     Reinsurance  under this Agreement may be terminated for inforce business by
     mutual agreement of the parties.


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     The  Reinsurer  has the right to terminate  this  Agreement for all Covered
     Policies  in the event that the  Ceding  Company  fails to pay  Reinsurance
     Premiums within 60 days after the Due Date for Covered Policies  previously
     ceded under this Agreement.  Such termination is subject to 30 days advance
     written notice from the Reinsurer to the Ceding  Company.  Said notice will
     be delivered  by  certified  or  registered  mail.  The  effective  date of
     termination  is the 31st day after the date of the advance  written  notice
     from the Reinsurer to the Ceding Company of its intention of termination.

8. POLICY CHANGES, REDUCTIONS, TERMINATIONS AND REINSTATEMENTS

     a.   If a change  is made to the  terms  and  conditions  of a Policy  that
          increases or reduces the contractual  liability of the Ceding Company,
          such change shall be reflected  accordingly in the  reinsurance of the
          Covered Policy. The Reinsurer shall share in such change in proportion
          to its respective contractual liability under this Agreement.

     b.   Any reduction or termination to the reinsurance of a Covered Policy is
          permitted  only  when  the  underlying  policyholder  directs  such  a
          reduction  or  termination  of the Policy that is in force at the time
          that the reduction or  termination  takes place.  If a Policy  becomes
          annuitized (goes into pay-out status under an immediate annuity option
          offered  in the  contract)  or the  MGIB  Rider  is  exercised  and is
          therefore deemed terminated by the Ceding Company,  the Covered Policy
          shall be terminated for  reinsurance as of the date of  annuitization.
          The  Reinsurer  shall have no  further  liability  for the  annuitized
          Policy.  Full surrender will result in termination of the  reinsurance
          of the Covered Policy.  Payment of Claims under the MGAB or MGWB rider
          will not terminate the reinsurance coverage of other Benefits.

      c.  Reinsurance  coverage shall continue  after  Reinsurance  Benefits are
          paid with respect to continuing coverage included in Schedule A.

      d.  If a Policy of the Ceding Company is reduced, terminated or lapsed and
          is  subsequently  reinstated  by the Ceding  Company under its regular
          rules,  the Covered  Policy will be reinstated  automatically  and the
          Benefit  Amount  shall equal the  Benefit  Amount that would have been
          inforce if the Policy had not been reduced, terminated, or lapsed. The
          Ceding  Company  will pay to the  Reinsurer  its  proper  share of all
          amounts collected from or charged to the insured.

      e.  Reinsurance  terminated  due to the  Ceding  Company's  failure to pay
          Reinsurance  Premiums  within  60  days  after  the  Due  Date  may be
          reinstated  by the Ceding  Company.  The Ceding  Company may reinstate
          such terminated  reinsurance if, within sixty days after the effective
          date of its  termination,  the Ceding  Company pays in full all of the
          unpaid  Reinsurance  Premiums to the  Reinsurer.  The Reinsurer is not
          liable  for any  Reinsurance  Benefits  related  to  Claims  occurring
          subsequent to the termination date and prior to reinstatement.

9.  NO LIABILITY FOR DAMAGES

      The Reinsurer  will not  participate in and shall not be liable to pay the
      Ceding  Company or others for any amounts in excess of the  Reinsured  Net
      Amount  at Risk on the  Covered  Policies  for which a Claim  occurs,  for
      example, no  Extracontractual  Damages or liabilities and related expenses
      and fees.  Extracontractual  Damages are any damages for acts or omissions
      awarded  against  the  Ceding  Company,   including,  for  example,  those
      resulting  from  negligent,   reckless  or  intentional  conduct,   fraud,
      oppression,  or bad faith  committed  by the  Ceding  Company.  The Ceding
      Company  agrees  that  it will  not  make  the  Reinsurer  a party  to any
      litigation between any such third party and the Ceding Company.


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     The excluded Extracontractual Damages shall include, by way of example:

     a.   actual and consequential damages;
     b.   damages for emotional distress or oppression;
     c.   punitive, exemplary or compensatory damages;
     d.   statutory damages, regulatory fines, or penalties;
     e.   amounts  in excess of the risk  reinsured  hereunder  that the  Ceding
          Company pays to settle a dispute or Claim;
     f.   third-party attorney fees, costs and expenses.

10. GENERAL TERMS

     a.   Errors  and  Omissions.  If there  is an  unintentional  oversight  or
          misunderstanding  in the  administration  of this  Agreement by either
          company,  it can be  corrected  provided  the  correction  takes place
          promptly after the oversight or  misunderstanding is first discovered.
          Both  companies  will be  restored  to the  position  they  would have
          occupied had the oversight or misunderstanding not occurred.

     b.   Inspection.  The Reinsurer will have the right at any reasonable  time
          to inspect all books, records, papers, files, policies, procedures and
          other  matters  respecting  this  Agreement on not less than one day's
          notice.  The Ceding Company agrees to provide a reasonable  work space
          for such inspection,  to cooperate fully and to disclose the existence
          of and to  produce  any and all  necessary  and  reasonable  materials
          requested  by the  Reinsurer.  The  Reinsurer  may  copy or  otherwise
          reproduce  at its cost any of the  materials  that are the  subject of
          inspection.

     c.   Binding  Terms.  The  terms of this  Agreement  are  binding  upon the
          Parties, their representatives,  successors,  and assigns. The Parties
          to this Agreement are bound by ongoing and continuing  obligations and
          liabilities until the later of the date: this Agreement terminates, or
          the underlying  policies are no longer in force.  This Agreement shall
          not be bifurcated, partially assigned, or partially assumed.

      d.  This Agreement is entered into in reliance on the utmost good faith of
          the  parties  including,   for  example,   their  representations  and
          disclosures.  It  requires  the  continuing  utmost  good faith of the
          Parties; their representatives,  successors, and assigns. For example,
          the  Ceding  Company  has a  duty  of  full  fair  disclosure  of  all
          information   respecting  the  formation  and   continuation  of  this
          contract,  the  business  reinsured,  underwriting  and policy  issues
          (rules,  practices,  and staff), the financial condition,  studies and
          reports on the  business  reinsured,  and the  solvency  of the Ceding
          Company, etc.

      e.  Assignment  and  Acquisitions.  This  Agreement is applicable  only to
          reinsurance  of  Covered  Policies  directly  written  by  the  Ceding
          Company.  Any Covered Policies  acquired through merger or acquisition
          of another  company,  reinsurance,  or purchase  of another  company's
          policies are not included  under the terms of this  Agreement  without
          the prior written  consent of the Reinsurer.  This contract  cannot by
          partially assigned, partially assumed nor bifurcated in any way.


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     f.   Survival.  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.

     g.   No  Non-Forfeiture  or Cash  Values in YRT  Treaties.  This  Agreement
          provides  Reinsurance  Benefits only, and does not contain reinsurance
          non-forfeiture  or cash values of any kind. For example,  there are no
          surrender  or   termination   values,   and  the  Reinsurer  does  not
          participate  in policy  loans or other  forms of  indebtedness  on the
          business reinsured under this Agreement.

     h.   Notices.  All notices and other communications by one Party must be in
          writing and will be deemed  effective upon delivery to the other Party
          at the address set forth below:

          If to the Ceding Company:
          David L. Jacobson
          Senior Vice President
          Golden American Life Insurance Company
          1475 Dunwoody Drive
          West Chester, Pennsylvania 19380

          If to the Reinsurer:

          Nicholas E. J. Wheeler
          Vice President
          Security Life of Denver International
          Continental Building
          25 Church Street, P.O. Box HM 1978
          Hamilton HM HX, Bermuda








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11.  INSOLVENCY

     In  the  event  of  the  declared  insolvency  of the  Reinsured,  and  the
     appointment of a domiciliary liquidator, receiver, conservator or statutory
     successor for the Reinsured,  this reinsurance shall be payable immediately
     upon demand,  with reasonable  provision for verification,  directly to the
     Reinsured or its domiciliary liquidator, receiver, conservator or statutory
     successor,  on the basis of the  liability of the  Reinsured as a result of
     claims allowed against the Reinsured by any court of competent jurisdiction
     or any  liquidator,  receiver,  conservator or statutory  successor  having
     authority to allow such claims without diminution because of the insolvency
     of the  Reinsured  or because  the  liquidator,  receiver,  conservator  or
     statutory  successor of the Reinsured has failed to pay all or a portion of
     any claim.

     Every  liquidator,  receiver,  conservator  or  statutory  successor of the
     Reinsured  shall give written  notice to the Reinsurer of the pendency of a
     claim  involving  the  Reinsured  indicating  which of the  policies  would
     involve possible liability on the part of the Reinsurer to the Reinsured or
     its domiciliary liquidator,  receiver,  conservator or statutory successor,
     within  a  reasonable  amount  of time  after  the  claim  is  filed in the
     conservation, liquidation, receivership or other proceeding.

     During the pendency of any claim,  the Reinsurer may  investigate  the same
     and interpose, at its own expense, in the proceeding where that claim is to
     be  adjudicated,  any defense or defenses that it may deem available to the
     Reinsured, to its policyholder, or to any liquidator, receiver or statutory
     successor of the  Reinsured.  The expenses  thus  incurred by the Reinsurer
     will be chargeable,  subject to approval of the applicable  court,  against
     the Reinsured as part of the expense on  conservation or liquidation to the
     extent of a pro rata share of the benefit which may accrue to the Reinsured
     as a result of the defense undertaken by the Reinsurer.

     This  reinsurance  shall  be  payable  directly  by  the  Reinsurer  to the
     Reinsured  or to  its  domiciliary  liquidator,  receiver,  conservator  or
     statutory  successor,  except as expressly required otherwise by applicable
     insurance law.

     Any debts or credits,  matured or unmatured,  liquidated  or  unliquidated,
     regardless  of when they  arose or were  incurred,  in favor of or  against
     either  the  Ceding  Company,  or its  liquidator,  receiver  or  statutory
     successor,  or the Reinsurer  with respect to this  Agreement and any other
     agreements  between  the Ceding  Company,  or its  liquidator,  receiver or
     statutory  successor  and the  Reinsurer  are deemed to be mutual debts and
     credits and shall be set off and only the net balance shall be paid.


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12. ARBITRATION

     a.   General.  Notwithstanding any other provision,  all disputes and other
          matters in question  between the parties,  arising out of, or relating
          to this Agreement,  shall be submitted exclusively to arbitration upon
          the  written  request  of either  Party;  except a Party  shall not be
          prevented  from filing and  prosecuting a suit in a court of competent
          jurisdiction  solely for the purpose of  obtaining  equitable  relief,
          including,  for example,  injunction or enforcement of subpoenas.  The
          disputes  and  matters  subject to  arbitration  include,  but are not
          limited to disputes upon or after  termination of this Agreement,  and
          issues   respecting  the  existence,   scope,  and  validity  of  this
          Agreement.  The  arbitrators  are to seek  efficiencies  in  time  and
          expense.  The  arbitrators  are not bound to comply  strictly with the
          rules of evidence.  The arbitration  panel also has, for example,  the
          authority to issue  subpoenas to third parties  compelling  prehearing
          depositions, and for document production.

     b.   Notice.  To initiate  arbitration,  one of the parties will notify the
          other, in writing,  of its desire to arbitrate.  The notice will state
          the nature of the dispute and the desired remedies. The Party to which
          the notice is sent will respond to the  notification in writing within
          10 days of receipt of the notice.  At that time, the responding  Party
          will state any additional dispute it may have regarding the subject of
          arbitration.

     c.   Procedure.   Arbitration  will  be  heard  before  a  panel  of  three
          arbitrators.  The  arbitrators  will  be  executive  officers  of life
          insurance or reinsurance companies;  however, these companies will not
          be either  Party nor their  affiliates.  Each Party will  appoint  one
          arbitrator.  Notice of the  appointment of these  arbitrators  will be
          given by each Party to the other  Party  within 30 days of the date of
          mailing of the  notification  initiating  the  arbitration.  These two
          arbitrators  will,  as soon as  possible,  but no longer  than 45 days
          after  the  day of the  mailing  of the  notification  initiating  the
          arbitration,  then select the third  arbitrator.  Should  either Party
          fail to appoint an arbitrator or should the two initial arbitrators be
          unable to agree on the choice of a third  arbitrator,  each arbitrator
          will nominate  three  candidates,  two of whom the other will decline,
          and the decision will be made by drawing lots on the final  selection.
          Once chosen,  the three  arbitrators will have the authority to decide
          all  substantive  and  procedural  issues  by  a  majority  vote.  The
          arbitration  hearing will be held on the date fixed by the arbitrators
          at a location agreed upon by the parties. The arbitrators will issue a
          written decision from which there will be no appeal.  Either Party may
          reduce  this  decision  to a  judgment  before  any  court  which  has
          jurisdiction of the subject of the arbitration.

     d.   Costs. The arbitration panel may, in its discretion,  award attorneys'
          fees,  costs,  expert witness fees,  expenses and interest,  all as it
          deems appropriate to the prevailing Party.

13. DAC TAX - SECTION 1.848-2(g)(8)ELECTION

     The Reinsured and the Reinsurer  hereby agree to the following  pursuant to
     Section  1.848-2(g)(8) of the Income Tax Regulations  issued December 1992,


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     under Section 848 of the Internal  Revenue Code of 1986,  as amended.  This
     election shall be effective for all subsequent taxable years for which this
     Agreement remains in effect.

          a.   The term  "Party"  will  refer to  either  the  Reinsured  or the
               Reinsurer as appropriate.

          b.   The terms  used in this  Article  are  defined  by  reference  to
               Regulation Section 1.848-2 in effect December 1992.

          c.   The Party with the net positive  consideration for this Agreement
               for  each  taxable   year  will   capitalize   specified   policy
               acquisition  expenses  with  respect  to this  Agreement  without
               regard to the general deductions limitation of Section 848(c)(1).

          d.   Both  parties  agree to exchange  information  pertaining  to the
               amount of net  consideration  under this  Agreement  each year to
               ensure  consistency  or is  otherwise  required  by the  Internal
               Revenue Service.

          e.   The Reinsured will submit a schedule to the Reinsurer by May 1 of
               each year of its  calculation  of the net  consideration  for the
               preceding  calendar year. This schedule of  calculations  will be
               accompanied by a statement  signed by an officer of the Reinsured
               stating that the Reinsured will report such net  consideration in
               its tax return for the preceding calendar year.

          f.   The  Reinsurer  may contest  such  calculation  by  providing  an
               alternative calculation to the Reinsured in writing within thirty
               days of the Reinsurer's  receipt of the Reinsured's  calculation.
               If the Reinsurer does not so notify the Reinsured,  the Reinsurer
               will report the net  consideration as determined by the Reinsured
               in the Reinsurer's tax return for the previous calendar year.

          g.   If the Reinsurer contests the Reinsured's  calculation of the net
               consideration,  the  parties  will act in good  faith to reach an
               agreement as to the correct amount within thirty (30) days of the
               date the Reinsurer  submits its alternative  calculation.  If the
               Reinsured and the Reinsurer  reach  agreement on an amount of net
               consideration,  each  Party  shall  report  such  amount in their
               respective tax returns for the previous calendar year.

14.  BASIS OF INTERPRETATION

     All computations and payments will be made in U.S. dollars.  This Agreement
     is governed by and  construed in  accordance  with the laws of Delaware and
     any  applicable  federal  law.  In the  event of the  need  for a  judicial
     determination  respecting this Agreement, the Reinsurer will consent to the
     jurisdiction  of any  court of  general  jurisdiction  within  the State of
     Delaware. The Reinsurer agrees to comply with all requirements necessary to
     give such court  jurisdiction  and agrees to abide by the final decision of
     such court or any appellate court in the event of an appeal.

15.  ASSESSMENTS
     The Ceding  Company is solely  responsible  for all excise  taxes,  premium
     taxes, and any other assessments.

16.  CREDIT FOR REINSURANCE
     1.   The Reinsurer  shall provide to the Ceding  Company a letter of credit
          substantially  in the form of  Schedule  E for an amount  equal to the
          Reinsurance  Reserve (including the Reinsurance  benefits in course of


                                                                         9 of 26


<PAGE>
<PAGE>


          settlement and unreported Reinsurance Benefits). Such letter of credit
          shall be issued by a United States financial institution that complies
          with  the  standards  required  from  time to  time by the  Securities
          Valuation   Office   of  the   National   Association   of   Insurance
          Commissioners.  The letter of credit  shall be effective no later than
          and in the possession of the Ceding Company on or before the effective
          date  of  its  annual  statement  or,  if  required  by  state  law or
          regulation,   on  or  before  the  effective  date  of  its  quarterly
          statements.

     2.   The Ceding  Company will provide,  from time to time, to the financial
          institution  issuing  the  letter  of  credit  evidence  of  corporate
          authority for signatories to draw under the letter of credit and shall
          specify to the issuing bank that at least two of such  signatories are
          required  for  each  drawing.  Such  authorized  signatories  shall be
          designated by corporate authority of the Ceding Company.

     3.   The Ceding  Company and the Reinsurer  agree that the letter of credit
          may be drawn upon at any time, notwithstanding any other provisions in
          this Agreement, for the following purposes;

          (a)  to  reimburse  the Ceding  Company for the  Reinsurer's  share of
               premiums  returned  to the owners of the  Policies  on account of
               cancellations;

          (b)  to  reimburse  the Ceding  Company for the  Reinsurer's  share of
               surrenders  and  benefits  or losses  paid by the Ceding  Company
               under the terms and provisions of the Policies;

          (c)  to fund an account (Funded Account) with the Ceding Company in an
               amount at least equal to the  deduction  for  reinsurance  ceded,
               from the Ceding Company's liabilities for Covered Policies.  Such
               amount shall  include,  but not be limited to, amounts for policy
               reserves,  reserves  for claims and  losses  incurred  (including
               losses incurred but not reported),  loss adjustment  expenses and
               unearned  premiums (For the avoidance of doubt, the amounts to be
               funded by the Reinsurer under this Paragraph 16 (3c) shall relate
               solely to policies which are Covered Policies.); and

          (d)  to pay any other amounts that the Ceding  Company  claims are due
               hereunder with respect to the Covered Policies.

          The Ceding Company shall return to the Reinsurer any amount  withdrawn
          in excess of the actual amounts required in paragraphs (a) through (b)
          immediately above, or, in the case of paragraph (d) immediately above,
          any amounts that are subsequently determined not to be due.

     4.   For  withdrawals  by the Ceding  Company  for any  purpose  other than
          pursuant to paragraphs 3 (a), (b), or (d) immediately above,  interest
          payments  on the  amounts  withheld  shall  be  paid  in  cash  to the
          Reinsurer  to the extent  that the  balance of the Funded  Account and
          letter of credit  exceed the  Reinsurance  Reserve.  The interest rate
          respecting  the  balance in the Funded  Account is  determined  as the
          prime rate of interest.  Upon termination of this Agreement the Ceding
          Company shall remit any remaining  balance of the Funded Account.  Not
          withstanding the foregoing,  this Agreement  permits the award, by any
          arbitration panel or court of competent jurisdiction, of:
          i.  interest at a rate different from that provided in this paragraph,
          ii. court or arbitration costs,
          iii.attorney's fees, and
          iv. any other reasonable expenses.


                                                                        10 of 26


<PAGE>
<PAGE>


          All of the foregoing  provisions are to be applied without  diminution
          because of insolvency on the part of either Party.  The Ceding Company
          warrants that any drawings under the Letter of Credit shall conform to
          the foregoing requirements of Article 16, Paragraph 3 hereto.

     5.   The Ceding  Company  will  provide in  writing  to the  Reinsurer  the
          estimated  amount of the Reinsurance  Reserve by no later than 30 days
          prior to the date of the Ceding Company's  statutory  statement in its
          State of Domicile.  Such written  estimate  shall  include  supporting
          information  regarding the calculation of the Reinsurance  Reserve. If
          the Reinsurer  disagrees with the estimated  Reinsurance  Reserve,  it
          will within 5 days notify the Ceding Company.  The Parties agree to be
          expeditious  and  reasonable  in resolving  such  dispute.  The Ceding
          Company  understands,  that if no  estimated  Reinsurance  Reserve  or
          supporting  information  pursuant  to  Schedule C is  provided  to the
          Reinsurer  as above,  insufficiency  of the  amount  of the  Letter of
          Credit is no fault of the Reinsurer.  In the event that i) the Parties
          agree to the use of another financial institution or ii) the Letter of
          Credit is no longer  required  under the terms and  conditions of this
          Agreement,  the Ceding  Company  agrees to  cooperate  and provide its
          approval of the  cancellation of the Letter of Credit to the financial
          institution issuing the Letter of Credit.

17. EXECUTION

In witness of the above, this Agreement is signed in duplicate

Date Signed     12/28/2000
           -------------------

Golden American Life                           Security Life of Denver
  Insurance Company                              International, Limited

Signed by /s/ Antonio M. Muniz                 Signed by /s/ Angus Hyslop
             -------------------                            -------------------

       Title  Vice President                          Title  Vice President
             -------------------                            -------------------




                                                                        11 of 26


<PAGE>
<PAGE>


                                   SCHEDULE A
                               BUSINESS REINSURED


1.  Covered  Policies.  All  policies  sold on the policy  forms  listed  below,
    including endorsements, issued on or after January 1, 2000.


<TABLE>
<CAPTION>
2. Form Name and Type                                                                Form Number

     DVA Plus
     --------
<S>                                                                             <C>
     Deferred Combination Variable & Fixed Annuity Contract (Ind. MVA)          GA-IA-1007-04/95
     Deferred Combination Variable & Fixed Annuity Certificate (Group)          GA-CA-1007-04/95
     Deferred Combination Variable & Fixed Annuity Master Contract (Group)      GA-MA-1007-04/95
     Deferred Variable Annuity Contract (Individual GID)                        GA-IA-1008-04/95
     Access
     ------
     Deferred Combination Variable & Fixed Annuity Certificate (Group)          GA-CA-1034-02/97
     Deferred Combination Variable & Fixed Annuity Contract (Ind. MVA)          GA-IA-1034-02/97
     Deferred Variable Annuity Contract (Individual GID)                        GA-IA-1035-02/97
     Deferred Combination Variable & Fixed Annuity Master Contract (Group)      GA-MA-1034-02/97
     Premium Plus
     ------------
     Deferred Combination Variable & Fixed Annuity Certificate (Group)          GA-CA-1036-02/97
     Deferred Combination Variable & Fixed Annuity Contract (Ind. MVA)          GA-IA-1036-02/97
     Deferred Variable Annuity Contract (Individual GID)                        GA-IA-1037-02/97
     Deferred Combination Variable & Fixed Annuity Master Contract (Group)      GA-MA-1036-02/97
     Value
     -----
     Deferred Combination Variable & Fixed Annuity Certificate (Group)          GA-CA-1042-01/98
     Deferred Combination Variable & Fixed Annuity Contract (Ind. MVA)          GA-IA-1042-01/98
     Deferred Variable Annuity Contract (Individual GID)                        GA-IA-1043-01/98
     Deferred Combination Variable & Fixed Annuity Master Contract (Group)      GA-MA-1042-01/98
     ESII
     ----
     Deferred Combination Variable & Fixed Annuity Contract (Ind. MVA)          GA-IA-1032-02/97
     Deferred Combination Variable & Fixed Annuity Certificate (Group)          GA-CA-1032-02/97
     Deferred Variable Annuity Contract (Ind. GID)                              GA-IA-1033-02/97
     Deferred Combination Variable & Fixed Annuity Master Contract (Group)      GA-MA-1032-02/97
     Deferred Combination Variable & Fixed Annuity Contract (Ind. MVA)                GA-IA-1074
     Deferred Combination Variable & Fixed Annuity Certificate (Group)                GA-CA-1074
     Deferred Variable Annuity Contract (Ind. GID)                                    GA-IA-1075
     Deferred Combination Variable & Fixed Annuity Master Contract (Group)            GA-MA-1074
</TABLE>




                                                                        12 of 26


<PAGE>
<PAGE>



     Other                                                       Form Number
     -----
     Deferred Variable Annuity Contract (Individual)        WC-GAL-DVA-11/88
     Deferred Variable Annuity Certificate (Group)           WC-GAL-DGC-9/88
     Deferred Variable Annuity Master Contract (Group)       WC-GAL-GDA-9/88
     Minimum Guaranteed Income Benefit Rider                      GA-RA-1047
     Minimum Guaranteed Accumulation Benefit Rider                GA-RA-1045
     Minimum Guaranteed Withdrawal Benefit Rider                  GA-RA-1048

3. Additional Forms

Additional   forms  are  variable   annuities  with   identical   mechanism  and
substantially  similar funds. The contract and the prospective fund descriptions
will be  submitted  to the  Reinsurer  for  review  prior to  inclusion  in this
Agreement.

4. Non-applicable Funds

     STANDARD DEATH BENEFIT:  Non-applicable funds are all general account fixed
     interest  rate funds and all separate  account  fixed  interest rate funds.
     ANNUAL  RATCHET  AND  DEFERRED  ANNUAL  RATCHET  ENHANCED  DEATH  BENEFITS:
     Non-applicable  funds are all general account fixed interest rate funds and
     all separate account fixed interest rate funds.
     MAX 5.5% AND 5.5% SOLUTION  ENHANCED DEATH BENEFITS:  Non-applicable  funds
     are all general  account fixed  interest rate funds,  all separate  account
     fixed interest rate funds, and all separate account variable funds in which
     the applicable enhanced death benefit rate, as defined in the contract,  is
     the net return or net rate of return of the fund,  if it is less than 5.5%.
     MAX 7%, AND 7% SOLUTION ENHANCED DEATH BENEFITS:  Non-applicable  funds are
     all general  account  fixed  interest  rate funds and all separate  account
     fixed interest rate funds,  all separate account fixed interest rate funds,
     and all separate  account  variable funds in which the applicable  enhanced
     death benefit  rate,  as defined in the contract,  is the net return or net
     rate of return of the fund, if it is less than 7%.
     ALL DEATH  BENEFITS:  Non-applicable  Funds  also  includes  any  specially
     designated  separate  account  variable  fund for which  the  corresponding
     portion of the  contract's  guaranteed  death benefit equals the portion of
     the contract's accumulation value allocated to that fund.

5. Statutory Reserving Standards
     The Reinsurer shall establish adequate net reinsurance reserves pursuant to
     the requirement of any regulatory  authority having  jurisdiction  over the
     Ceding Company and comply with any other statutory  requirements  necessary
     for the Ceding Company to take full statutory credit for reinsurance  ceded
     up to the full amount that the Ceding  Company would have  established  for
     the risks reinsured under the agreement.




                                                                        13 of 26


<PAGE>
<PAGE>


                                   SCHEDULE B
                                MONTHLY REPORTING

     1.   Reinsurance  Premiums  payable  by the  Ceding  Company  and  due  the
          Reinsurer as of the close of the reported Accounting Period.
     2.   Reinsurance  Benefits  payable  by the  Reinsurer  and due the  Ceding
          Company as of the close of the reported Accounting Period.
     3.   Current Accumulation Value split by fund and Benefit.
     4.   Annualized unit return on each fund.







                                                                        14 of 26


<PAGE>
<PAGE>


                                   SCHEDULE C
                               QUARTERLY REPORTING

Due twenty-one days after quarter end:
     1.   Current Accumulation Value split by Benefit,  fund, sex,  quinquennial
          attained age group and policy duration.
     2.   Cash surrender value and Net Amount at Risk split by Benefit,  sex and
          quinquennial attained age group, and policy duration.
     3    Reinsurance Reserve





                                                                        15 of 26


<PAGE>
<PAGE>


                                   SCHEDULE D
                                ANNUAL REPORTING

   NOTIFICATION OF ANY CHANGE IN FUND STRUCTURE, E.G., ADDITION OR DELETION OF
            FUND, CHANGE IN INVESTMENT POLICY OR FUND MANAGER, ETC.





                                                                        16 of 26


<PAGE>
<PAGE>


                                   SCHEDULE E
                                LETTER OF CREDIT

                                LETTER OF CREDIT
                                 (Name of Bank)
                                    (Address)

   FOR INTERNAL IDENTIFICATION PURPOSES ONLY
   Our No.______________________________________________________________________
   Other________________________________________________________________________
   Accountholder/Applicant______________________________________________________
   (Reinsurer)__________________________________________________________________
   Beneficiary's State of Domicile______________________________________________
   Irrevocable Clean Letter of Credit No.____________Issue Date______________

   To Beneficiary:  (Name) + (Address)

   We have  established this clean,  irrevocable,  and  unconditional  Letter of
   Credit in your favor as  beneficiary  for  drawings  up to U.S.  $___________
   effective  immediately.  This  Letter of Credit is  issued,  presentable  and
   payable at our office at (issuing bank address) and expires with our close of
   business on  ______________.  Except when the amount of this Letter of Credit
   is increased, this Credit cannot be modified or revoked without your consent.

   The term  "Beneficiary"  includes  any  successor  by operation of law of the
   named Beneficiary including without limitation any liquidator, rehabilitator,
   receiver or conservator. Drawings by any liquidator,  rehabilitator, receiver
   or  conservator  shall  be for  the  benefit  of  all  of  the  Beneficiary's
   policyholders.

   We hereby  undertake  to  promptly  honor  your sight  draft(s)  drawn on us,
   indicating our Credit No.__________,  for all or any part of this Credit upon
   presentation  of your draft drawn on us at our office  specified in paragraph
   one on or before the  expiration  date hereof or any  automatically  extended
   expiry date.

   Except as expressly  stated  herein,  this  undertaking is not subject to any
   agreement,  requirement  or  qualification.  The obligation of (issuing bank)
   under this Credit is the individual obligation of (issuing bank) and is in no
   way contingent upon reimbursement  with respect thereto,  or upon our ability
   to perfect any lien, security interest or any other reimbursement.

   This  Letter  of  Credit  is  deemed  to be  automatically  extended  without
   amendment  for one year from the  expiration  date or any  future  expiration
   date,  unless  thirty days prior to such  expiration  date,  we notify Golden
   American Life  Insurance  Company and Security Life of Denver  International,
   Limited by Registered Mail that this Letter of Credit will not be renewed for
   any such additional period.

   This Letter of Credit is subject to and  governed by the laws of the State of
   New York and the 1993  Revision  of the  Uniform  Customs  and  Practice  for
   Documentary Credits of the International Chamber of Commerce (Publication No.
   500) and in the event of any conflict the Laws of New York will  control.  If
   this credit  expires  during an  interruption  of business  as  described  in
   Article 17 of said  Publication 500, the bank hereby  specifically  agrees to
   effect  payment  if this  Credit is drawn  against  within 30 days  after the
   resumption of business.








                                                                        17 of 26


<PAGE>
<PAGE>


                                    EXHIBIT A
                                  MGDB BENEFITS


Terminology applicable to this Exhibit.
Max 7% - Max 7 Enhanced Death Benefit
Max 5.5% - Max 5.5 Enhanced Death Benefit
7% Solution - 7% Solution Enhanced Death Benefit
5.5% Solution - 5.5% Solution Enhanced Death Benefit
Deferred Ratchet - Deferred Ratchet Death Benefit (ESII Product)
Annual Ratchet - Annual Ratchet Enhanced Death Benefit
Standard - Standard  Death  Benefit
10 Year MGAB - Minimum Guaranteed Accumulation Benefit (10 year benefit)
20 Year MGAB - Minimum Guaranteed Accumulation Benefit (20 year benefit)
MGIB - Minimum Guaranteed Income Benefit
MGWB - Minimum Guaranteed Withdrawal Benefit
bp - basis points

I.   NET AMOUNT AT RISK FOR MGDB BENEFIT

The NET AMOUNT AT RISK for the MGDB  Benefit  is  defined  as i) minus  ii),  if
positive; otherwise zero:

     i)   the Death Benefit payable under the policy terms.

     ii)  the Accumulation Value.

     In the case where a death benefit "step-up" is credited to the Accumulation
     Value under:

          a.)  spousal  continuation,  the  Net  Amount  at  Risk  shall  be the
               "step-up" amount.  Reinsurance coverage shall continue after such
               reimbursement, with the Net Amount at Risk calculated as above.

          b.)  non-spousal  continuation,  the Net  Amount at Risk  shall be the
               "step-up" amount.  Reinsurance coverage will terminate after such
               reimbursement.





                                                                        18 of 26


<PAGE>
<PAGE>
<TABLE>
<CAPTION>


                                                         EXHIBIT A
                                                       MGDB BENEFIT

II.  CURRENT AND GUARANTEED ANNUAL MGDB CHARGES

                                    Monthly charge is 1/12 of the annual charge factor.

1.   Premium Plus Product

      ================================= ===================== ==================== =============================
               Death Benefit                  Issue Age            Current (bp)           Guaranteed (bp)
      ================================= ===================== ==================== =============================
<S>       <C>                                   <C>                    <C>                       <C>
                   Max 7%,                       < 40                  5                         100
            On Applicable Funds                 40-49                  12                        100
                                                50-59                  28                        100
                                                60-69                  46                        112
                                                 > 70                  83                        157
      --------------------------------- --------------------- -------------------- -----------------------------
                  Max 5.5%,                      < 40                  4                         100
            On Applicable Funds                 40-49                  10                        100
                                                50-59                  23                        100
                                                60-69                  38                        100
                                                 > 70                  74                        130
      --------------------------------- --------------------- -------------------- -----------------------------
                7% Solution,                     < 40                  4                         100
            On Applicable Funds                 40-49                  10                        100
                                                50-59                  25                        100
                                                60-69                  41                        100
                                                 > 70                  77                        138
      --------------------------------- --------------------- -------------------- -----------------------------
               5.5% Solution,                    < 40                  4                         100
             On Applicable Funds                40-49                  8                         100
                                                50-59                  20                        100
                                                60-69                  31                        100
                                                 > 70                  67                        107
      --------------------------------- --------------------- -------------------- -----------------------------
                Annual Ratchet,                  < 40                  3                         100
             On Applicable Funds                40-49                  7                         100
                                                50-59                  14                        100
                                                60-69                  21                        100
                                                 > 70                  38                        100
      --------------------------------- --------------------- -------------------- -----------------------------
                  Standard,                      < 40                  1                         100
             On Applicable Funds                40-49                  2                         100
                                                50-59                  5                         100
                                                60-69                  8                         100
                                                70-79                  19                        100
                                                 > 79                  38                        100
      --------------------------------- --------------------- -------------------- -----------------------------
             All Death Benefits,                 All                   0                         0
          On Non-Applicable Funds
      ================================= ===================== ==================== =============================


                                                                                                                            19 of 26


<PAGE>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                         EXHIBIT A
                                        CURRENT AND GUARANTEED ANNUAL MGDB CHARGES
                                        ------------------------------------------

                                    Monthly charge is 1/12 of the annual charge factor.

2.   DVA Plus, ES II and Value Products

      ================================= ===================== ==================== =============================
               Death Benefit                  Issue Age            Current (bp)           Guaranteed (bp)
      ================================= ===================== ==================== =============================
<S>       <C>                                   <C>                    <C>                       <C>
                   Max 7%,                       < 40                  5                         100
            On Applicable Funds                 40-49                  11                        100
                                                50-59                  26                        100
                                                60-69                  44                        105
                                                 > 70                  80                        150
      --------------------------------- --------------------- -------------------- -----------------------------
                  Max 5.5%,                      < 40                  4                         100
             On Applicable Funds                40-49                  9                         100
                                                50-59                  22                        100
                                                60-69                  36                        100
                                                 > 70                  72                        127
      --------------------------------- --------------------- -------------------- -----------------------------
                7% Solution,                     < 40                  4                         100
             On Applicable Funds                40-49                  10                        100
                                                50-59                  23                        100
                                                60-69                  39                        100
                                                 > 70                  73                        129
      --------------------------------- --------------------- -------------------- -----------------------------
               5.5% Solution,                    < 40                  3                         100
             On Applicable Funds                40-49                  8                         100
                                                50-59                  18                        100
                                                60-69                  30                        100
                                                 > 70                  64                        102
      --------------------------------- --------------------- -------------------- -----------------------------
                Annual Ratchet,                  < 40                  3                         100
             On Applicable Funds                40-49                  7                         100
                                                50-59                  14                        100
                                                60-69                  21                        100
                                                 > 70                  38                        100
      --------------------------------- --------------------- -------------------- -----------------------------
               Deferred Ratchet,                 < 40                  3                         100
             On Applicable Funds                40-49                  7                         100
                                                50-59                  14                        100
                                                60-65                  21                        100
                                                66-75                  38                        100
                                                 > 75                  NA                         NA
      --------------------------------- --------------------- -------------------- -----------------------------
                  Standard,                      < 40                  1                         100
             On Applicable Funds                40-49                  2                         100
                                                50-59                  5                         100
                                                60-69                  8                         100
                                                70-79                  19                        100
                                                 > 79                  50                        100
      --------------------------------- --------------------- -------------------- -----------------------------
             All Death Benefits,                 All                   0                         0
          On Non-Applicable Funds
      ================================= ===================== ==================== =============================


                                                                                                                            20 of 26

</TABLE>

<PAGE>
<PAGE>
<TABLE>
<CAPTION>


                                                         EXHIBIT A
                                        CURRENT AND GUARANTEED ANNUAL MGDB CHARGES
                                        ------------------------------------------

                                    Monthly charge is 1/12 of the annual charge factor.

3.   Access Product

      ================================= ===================== ==================== =============================
               Death Benefit                 Issue Age           Current (bp)            Guaranteed (bp)
      ================================= ===================== ==================== =============================
<S>       <C>                                  <C>                    <C>                      <C>
                   Max 7%,                      < 40                   5                       100
             On Applicable Funds               40-49                  10                       100
                                               50-59                  25                       100
                                               60-69                  42                       101
                                                > 70                  76                       143
      --------------------------------- --------------------- -------------------- -----------------------------
                  Max 5.5%,                     < 40                   4                       100
             On Applicable Funds               40-49                   9                       100
                                               50-59                  21                       100
                                               60-69                  34                       100
                                                > 70                  68                       119
      --------------------------------- --------------------- -------------------- -----------------------------
                7% Solution,                    < 40                   4                       100
             On Applicable Funds               40-49                   9                       100
                                               50-59                  22                       100
                                               60-69                  37                       100
                                                > 70                  69                       124
      --------------------------------- --------------------- -------------------- -----------------------------
                5.5% Solution,                  < 40                   3                       100
             On Applicable Funds               40-49                   7                       100
                                               50-59                  17                       100
                                               60-69                  28                       100
                                                > 70                  59                       100
      --------------------------------- --------------------- -------------------- -----------------------------
               Annual Ratchet,                  < 40                   3                       100
             On Applicable Funds               40-49                   7                       100
                                               50-59                  14                       100
                                               60-69                  21                       100
                                                > 70                  38                       100
      --------------------------------- --------------------- -------------------- -----------------------------
                  Standard,                     < 40                   1                       100
             On Applicable Funds               40-49                   2                       100
                                               50-59                   5                       100
                                               60-69                   7                       100
                                               70-79                  18                       100
                                                > 79                  43                       100
      --------------------------------- --------------------- -------------------- -----------------------------
             All Death Benefits,                All                    0                        0
          On Non-Applicable Funds
      ================================= ===================== ==================== =============================


                                                                                                                            21 of 26

</TABLE>

<PAGE>
<PAGE>


                                    EXHIBIT B
                                 LIVING BENEFITS
                                 ---------------


     Terminology applicable to this Exhibit.
     --------------------------------------
     10 Year MGAB - Minimum Guaranteed Accumulation Benefit (10 year benefit)
     20 Year MGAB - Minimum Guaranteed  Accumulation Benefit (20 year benefit)
     MGIB - Minimum Guaranteed Income Benefit
     MGWB - Minimum Guaranteed Withdrawal Benefit
     bp - basis points

     I.        NET AMOUNT AT RISK

         a.    The NET AMOUNT AT RISK for the  Minimum  Guaranteed  Accumulation
               Benefit  at the end of the  Waiting  Period  is equal to i) minus
               ii), but not less than zero, where:

               i)   is Minimum Guaranteed  Accumulation Benefit Base (as defined
                    in attached rider form);

               ii)  is   Accumulation   Value,   excluding   any  Market   Value
                    Adjustments.

               During the  Waiting  Period,  the Net  Amount at Risk is equal to
               zero.

         b.    The NET AMOUNT AT RISK for the Minimum  Guaranteed Income Benefit
               at the date of rider exercise (at or after the end of the Waiting
               Period) is equal to:

                 J times (L/K - 1), but not less than zero, where

                 J is the Accumulation Value.

                 K is  the  periodic  income  if  the  Accumulation  Value  were
                 annuitized at the  guaranteed  policy rate for the same type of
                 payout as the MGIB and on the same date.

                 L is the periodic income paid under the MGIB.

                 During the Waiting  Period,  the Net Amount at Risk is equal to
                 zero.

         c.    The NET  AMOUNT  AT RISK for the  Minimum  Guaranteed  Withdrawal
               Benefit is equal to any  Minimum  Guaranteed  Withdrawal  Benefit
               payment  made by the  Ceding  Company  while the  contract  is in
               Automatic  Withdrawal  Status (as defined in the  attached  rider
               form).





                                                                        22 of 26


<PAGE>
<PAGE>
<TABLE>
<CAPTION>


                                                       EXHIBIT B
                                   CURRENT AND GUARANTEED ANNUAL LIVING BENEFIT CHARGES
                                   ----------------------------------------------------

                                    Monthly charge is 1/12 of the annual charge factor


1.   Premium Plus Product

      ================================= ===================== ==================== =============================
               Living Benefit                Issue Age           Current (bp)            Guaranteed (bp)
      ================================= ===================== ==================== =============================
<S>             <C>                            <C>                    <C>                       <C>
                10 Year MGAB                    < 40                  24                        50
                                               40-49                  24                        50
                                               50-59                  24                        50
                                               60-69                  24                        50
                                                > 70                  24                        50
      --------------------------------- --------------------- -------------------- -----------------------------
                20 Year MGAB                    < 40                  27                        50
                                               40-49                  27                        50
                                               50-59                  27                        50
                                               60-69                  27                        50
                                                > 70                  N/A                       N/A
      --------------------------------- --------------------- -------------------- -----------------------------
                    MGIB                        < 40                  26                        50
                                               40-49                  27                        59
                                               50-59                  33                        79
                                               60-69                  38                        92
                                                > 70                  26                        51
      --------------------------------- --------------------- -------------------- -----------------------------
                    MGWB                        < 40                  16                        50
                                               40-49                  16                        50
                                               50-59                  16                        50
                                               60-69                  16                        50
                                                > 70                  16                        50
      ================================= ===================== ==================== =============================





                                                                                                                            23 of 26

</TABLE>

<PAGE>
<PAGE>
<TABLE>
<CAPTION>


                                                       EXHIBIT B
                                   CURRENT AND GUARANTEED ANNUAL LIVING BENEFIT CHARGES
                                   ----------------------------------------------------

                                    Monthly charge is 1/12 of the annual charge factor

2.   DVA Plus, ES II and Value Products

      ================================= ===================== ==================== =============================
               Living Benefit                Issue Age           Current (bp)            Guaranteed (bp)
      ================================= ===================== ==================== =============================
<S>             <C>                            <C>                   <C>                       <C>
                10 Year MGAB                    < 40                  24                        50
                                               40-49                  24                        50
                                               50-59                  24                        50
                                               60-69                  24                        50
                                                > 70                  24                        50
      --------------------------------- --------------------- -------------------- -----------------------------
                20 Year MGAB                    < 40                  27                        50
                                               40-49                  27                        50
                                               50-59                  27                        50
                                               60-69                  27                        50
                                                > 70                 N/A                       N/A
      --------------------------------- --------------------- -------------------- -----------------------------
                    MGIB                        < 40                  26                        50
                                               40-49                  26                        56
                                               50-59                  32                        76
                                               60-69                  32                        75
                                                > 70                  29                        67
      --------------------------------- --------------------- -------------------- -----------------------------
                    MGWB                        < 40                  16                        50
                                               40-49                  16                        50
                                               50-59                  16                        50
                                               60-69                  16                        50
                                                > 70                  16                        50
      ================================= ===================== ==================== =============================





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</TABLE>

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<TABLE>
<CAPTION>


                                                       EXHIBIT B
                                   CURRENT AND GUARANTEED ANNUAL LIVING BENEFIT CHARGES
                                   ----------------------------------------------------

                                    Monthly charge is 1/12 of the annual charge factor


3.   Access Product

      ================================= ===================== ==================== =============================
               Living Benefit                Issue Age           Current (bp)            Guaranteed (bp)
      ================================= ===================== ==================== =============================
<S>             <C>                            <C>                    <C>                       <C>
                10 Year MGAB                    < 40                  24                        50
                                               40-49                  24                        50
                                               50-59                  24                        50
                                               60-69                  24                        50
                                                > 70                  24                        50
      --------------------------------- --------------------- -------------------- -----------------------------
                20 Year MGAB                    < 40                  27                        50
                                               40-49                  27                        50
                                               50-59                  27                        50
                                               60-69                  27                        50
                                                > 70                  N/A                       N/A
      --------------------------------- --------------------- -------------------- -----------------------------
                    MGIB                        < 40                  26                        50
                                               40-49                  27                        52
                                               50-59                  30                        69
                                               60-69                  33                        79
                                                > 70                  28                        63
      --------------------------------- --------------------- -------------------- -----------------------------
                    MGWB                        < 40                  16                        50
                                               40-49                  16                        50
                                               50-59                  16                        50
                                               60-69                  16                        50
                                                > 70                  16                        50
      ================================= ===================== ==================== =============================





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</TABLE>

<PAGE>
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                                   EXHIBIT C
                       MGDB AND LIVING BENEFIT CHARGE BASE
                       -----------------------------------


The charge base to be applied in order to determine the  reinsurance  premium is
as shown  below.  The  charge  base for any such  risks  reinsured  under  other
reinsurance agreements is excluded.

Max 5.5 and Max 7 Enhanced Death Benefits
     Average  of the  beginning  of  period  Minimum  Guaranteed  Death  Benefit
     associated with Applicable  Funds and the end of period Minimum  Guaranteed
     Death Benefit associated with Applicable Funds.

5.5% Solution and 7% Solution Enhanced Death Benefits
     Average  of the  beginning  of  period  Minimum  Guaranteed  Death  Benefit
     associated with Applicable  Funds and the end of period Minimum  Guaranteed
     Death Benefit associated with Applicable Funds.

Deferred Ratchet Death Benefit (ESII Product)
     Average  of the  beginning  of  period  Minimum  Guaranteed  Death  Benefit
     associated with Applicable  Funds and the end of period Minimum  Guaranteed
     Death Benefit associated with Applicable Funds.

Annual Ratchet Enhanced Death Benefit
     Average  of the  beginning  of  period  Minimum  Guaranteed  Death  Benefit
     associated with Applicable  Funds and the end of period Minimum  Guaranteed
     Death Benefit associated with Applicable Funds.

Standard Death Benefit
     Average  of the  beginning  of  period  Minimum  Guaranteed  Death  Benefit
     associated with Applicable  Funds and the end of period Minimum  Guaranteed
     Death Benefit associated with Applicable Funds.

Minimum Guaranteed Accumulation Benefit (10 year benefit)
     Average of the beginning period MGAB Charge Base and the end of period MGAB
     Charge Base, as defined in the attached rider form.

Minimum Guaranteed Accumulation Benefit (20 year benefit)
     Average of the beginning period MGAB Charge Base and the end of period MGAB
     Charge Base, as defined in the attached rider form.

Minimum Guaranteed Income Benefit
     Average of the beginning  period MGIB Base and the end of period MGIB Base,
     as defined in the attached rider form.

Minimum Guaranteed Withdrawal Benefit
     Average of the beginning  period eligible  premiums and credits and the end
     of period eligible  premiums and credits,  as defined in the attached rider
     form.


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