AMENDED AND RESTATED SINGLE PAYMENT NOTE

$75,000,000.00                                     Original Date:  July 31, 2000
Atlanta, Georgia                      Amended and Restated Date:  April 30, 2001

     For value  received,  the Obligor  promises to pay to the order of SunTrust
Bank (the "Bank"), on the Termination Date, the principal sum of

                  SEVENTY FIVE MILLION DOLLARS ($75,000,000.00)

or such  lesser  amount of loans as may from time to time,  at the  Bank's  sole
discretion and subject to the terms and conditions  hereof, be advanced or, upon
repayment,  readvanced  by the Bank  hereunder,  together with interest from the
date  hereof on the unpaid  principal  balance at such  annual  rate or rates of
interest  as shall  be  computed  and paid in  accordance  with  the  terms  and
conditions hereinafter set forth.  "Termination Date" shall mean the earlier of:
(a) May 31, 2002 or such later date as the then existing Termination Date may be
extended by the Bank in its sole  discretion by notice to the Obligor,  provided
that the  failure of the Bank to give such  notice  shall be deemed to mean that
the then existing Termination Date has not been so extended.
     This note evidences the obligation of the Obligor to repay,  with interest,
any and all present and future indebtedness of the Obligor for loans at any time
hereafter made or extended by the Bank  hereunder.  Outstanding  loans hereunder
shall not exceed the lesser of (i) the principal  amount of $75,000,000 and (ii)
the  unused  Aggregate  Amount  (as  hereinafter  defined).  The  payment of any
indebtedness  evidenced by this note shall not affect the enforceability of this
note as to any future, different or other indebtedness evidenced hereby.
     The  Obligor   acknowledges  and  agrees  that  the  Bank  has  established
uncommitted  lines of credit in varying amounts pursuant to similar and separate
notes to the other Affiliated Companies (the "AFFILIATE NOTES").  Obligor agrees
that the aggregate unpaid principal  balance from time to time outstanding under
this  note  plus  the  aggregate  unpaid  principal  balance  from  time to time
outstanding  on the  Affiliate  Notes will at no time exceed  $150,000,000  (the
"AGGREGATE  AMOUNT").  "AFFILIATED  COMPANIES" shall mean ING America  Insurance
Holdings, Inc., USG Annuity and Life Insurance Company, Southland Life Insurance
Company,  Life  Insurance  Company of  Georgia,  ING America  Life  Corporation,
Security  Life of Denver  Insurance  Company,  First  Columbine  Life  Insurance
Company,  Midwestern  United Life  Insurance  Company,  First ING Life Insurance
Company of New York,  United Life & Annuity  Insurance  Company,  Ameribest Life
Insurance  Company,  Equitable Life Insurance  Company of Iowa,  Golden American
Life Insurance Company,  Locust Street  Securities,  Inc., First Golden American
Life Insurance Company of New York, Equitable of Iowa Companies, Inc., Reliastar
Life Insurance Company,  Reliastar Life Insurance Company of New York,  Northern
Life Insurance Company,  Security-Connecticut Life Insurance Company, Aetna Life
Insurance Company of America,  Aetna Insurance Company of America and Aetna Life
Insurance and Annuity Company.  ING America Insurance  Holdings,  Inc. ("AMERICA
HOLDINGS") is a  wholly-owned  subsidiary of ING  Insurance  International  B.V.
("ING INTERNATIONAL"), and the other Affiliated Companies are direct or indirect
subsidiaries of America Holdings.
     This note merely amend and restates the indebtedness and liabilities of the
Obligor under the Single Payment Note dated July 31, 2000 (the "ORIGINAL  NOTE")
and does not constitute a novation of the existing  indebtedness and liabilities
of the Obligor  under the  Original  Note.  Such  indebtedness  and  liabilities
continue to remain outstanding and shall constitute indebtedness and liabilities
under this note.
     If the Obligor desires a disbursement of principal hereunder (an "ADVANCE")
the Obligor  shall give the Bank written or  telephonic  notice of the amount of
such  Advance  and the period of time from one (1) day to thirty  (30) days that
such Advance shall be outstanding (the "INTEREST  PERIOD"),  provided,  however,
(a) if any Interest  Period would  otherwise  end on a day which is not a day on
which the Bank and commercial banks in New York, New York, are open for business
(a "BUSINESS  DAY"),  that  Interest  Period shall be extended  through the next
succeeding day which is a Business Day, and (b) no Interest  Period shall extend
beyond the Termination  Date. Such written or telephonic  notice with respect to
the amount of an Advance and the Interest Period to be applicable  thereto shall
be given to the Bank by the Obligor before one o'clock p.m. Atlanta time, on the
first Business Day of the applicable  Interest  Period.  All telephonic  notices
shall be promptly confirmed in writing.



<PAGE>


     The  Obligor  shall  pay  interest  upon  each  Advance  from  the  date of
disbursement  through the last day of the applicable  Interest Period (including
the date of  disbursement  but  excluding  the date of  repayment) at a rate per
annum,  calculated  on the basis of a 360-day year and upon the actual number of
days elapsed,  equal to either of the following rates of interest as selected by
the  Obligor:  (1) the per annum rate of interest  equal to the cost of funds of
Bank  for  the  Interest   Period   applicable   to  such  Advance  for  amounts
substantially  similar  to  the  amount  of  such  Advance  plus  0.225%  all as
determined by Bank in accordance  with its usual  practices in  determining  its
cost of funds  (the "COST OF FUNDS  RATE") or (2) a per annum  rate of  interest
that would be applicable  to the requested  Advance as quoted by the Bank to the
Obligor (the "QUOTED RATE").  Unpaid  interest  accruing at either of such rates
will be due and  payable on the last  Business  Day of the  applicable  Interest
Period.  The Bank will  advise  the  Obligor  of the Cost of Funds  Rate and the
Quoted  Rate that will be  applicable  to a requested  Advance  before 1:30 p.m.
Atlanta time on the Business Day that the Bank receives a request for an Advance
from the Obligor. The Obligor will advise the Bank as to whether the Obligor has
selected the Cost of Funds Rate or the Quoted Rate before 2:00 p.m. Atlanta time
on the  Business  Day that the Bank  receives a request for an Advance  from the
Obligor. Any telephonic selection of interest rates by the Obligor will promptly
be  confirmed  in  writing.  The Bank will  promptly  disburse  the amount of an
Advance to the Obligor upon  receiving  notice of the  Obligor's  interest  rate
selection.  Unpaid  interest  accruing  at such  interest  rate  will be due and
payable on the last Business Day of the applicable Interest Period.
     The Obligor shall repay the entire  outstanding  principal  balance of each
Advance on the last Business Day of the Interest Period applicable thereto.
     The Obligor may on any  Business Day renew an  outstanding  Advance into an
Advance with the same or different Interest Period,  provided that the Bank must
be advised of the  Obligor's  election  to renew the  Advance  and the  Interest
Period  applicable to such renewal  before one o'clock p.m. on the last Business
Day of the then current Interest  Period.  The interest rate to be applicable to
the  renewal  of any  Advance  shall be  selected  in the same  manner  that the
interest rate is selected at the time an Advance is made. If no Interest  Period
has been  elected  for any  Advance  or for any  principal  balance  outstanding
hereunder,  or if such election  shall not be timely,  then the Interest  Period
with respect  thereto shall be deemed to be one day and the applicable  interest
rate shall be the Cost of Funds Rate.  NOTWITHSTANDING  THE FOREGOING,  ANY SUCH
RENEWAL SHALL BE AT THE BANK'S SOLE DISCRETION.
     No  prepayment  of any Advance  shall be  permissible  during the  Interest
Period applicable thereto.
     Should  the  Obligor  fail for any  reason  to pay this note in full on the
Termination Date or on the date of acceleration of payment,  the Obligor further
promises to pay  interest on the unpaid  amount from such date until the date of
final  payment at a Default  Rate equal to the Prime Rate plus 4%.  Should legal
action or an attorney  at law be  utilized to collect any amount due  hereunder,
the Obligor  further  promises to pay all costs of collection,  plus  reasonable
attorney's  fees.  All amounts due  hereunder may be paid at any office of Bank.
The principal balance of this note shall conclusively be deemed to be the unpaid
principal  balance  appearing  on the Bank's  records  unless  such  records are
manifestly in error.
     As security for the payment of this and any other  liability of the Obligor
to the  holder,  direct  or  contingent,  irrespective  of the  nature  of  such
liability or the time it arises,  the Obligor hereby grants a security  interest
to the holder in all  property of the Obligor in or coming into the  possession,
control  or  custody of the  holder,  or in which the  holder  has or  hereafter
acquires a lien,  security interest,  or other right. Upon default,  holder may,
without  notice,  immediately  take  possession  of and then  sell or  otherwise
dispose of the collateral, signing any necessary documents as Obligor's attorney
in fact, and apply the proceeds against any liability of Obligor to holder. Upon
demand,  the Obligor will furnish such  additional  collateral,  and execute any
appropriate  documents  related thereto,  deemed necessary by the holder for its
security.  The Obligor further authorizes the holder, without notice, to set-off
any deposit or account and apply any  indebtedness due or to become due from the
holder  to the  Obligor  in  satisfaction  of any  liability  described  in this
paragraph,  whether or not matured. The holder may, without notice,  transfer or
register  any  property  constituting  security  for this  note  into its or its
nominee name with or without any indication of its security interest therein.



<PAGE>


     This note shall  immediately  mature and  become due and  payable,  without
notice or demand, upon the appointment of a receiver for the Obligor or upon the
filing of any petition or the  commencement of any proceeding by the Obligor for
relief  under any  bankruptcy  or  insolvency  laws,  or any law relating to the
relief of debtors,  readjustment  of  indebtedness,  debtor  reorganization,  or
composition or extension of debt. Furthermore, this note shall, at the option of
the holder,  immediately  mature and become due and payable,  without  notice or
demand,  upon the  happening  of any one or more of the  following  events;  (1)
nonpayment  on the due date of any  amount  due  hereunder;  (2)  failure of the
Obligor to perform  any other  material  obligation  to the  holder;  (3) if the
Obligor  shall fail to make any payment as and when such payment is due upon any
obligation for borrowed  money other than the obligation  owing pursuant to this
Note,  and by reason  thereof  such  obligation  becomes due prior to its stated
maturity or prior to its regularly scheduled dates of payment;  (4) a reasonable
belief  on the  part  of the  holder  that  the  Obligor  is  unable  to pay its
obligations when due or is otherwise  insolvent;  (5) the filing of any petition
or the  commencement  of any  proceeding  against the  Obligor for relief  under
bankruptcy  or  insolvency  laws,  or any law relating to the relief of debtors,
readjustment of indebtedness, debtor reorganization, or composition or extension
of debt,  which  petition or proceeding  is not dismissed  within 60 days of the
date of filing  thereof;  (6) the  suspension  of the  transaction  of the usual
business of the Obligor, or the dissolution,  liquidation or transfer to another
party of a significant  portion of the assets of the Obligor and any such action
shall have a material  adverse effect on the ability of the Obligor to repay the
unpaid  principal  balance  hereof;  (7) a reasonable  belief on the part of the
holder that the Obligor has made a representation or warranty in connection with
any loan by or other  transaction  with the  holder and such  representation  or
warranty  was false in any material  respect;  (8) the issuance or filing of any
levy, attachment, garnishment, or lien against the property of the Obligor which
shall remain  unpaid or  undischarged  for a period of thirty (30) days and such
failure  to pay shall  have a  material  adverse  effect on the  ability  of the
Obligor to repay the unpaid  principal  balance  hereof;  (9) the failure of the
Obligor  to  satisfy  any  judgment,  penalty  or fine  imposed  by a  court  or
administrative  agency of any  government and such  judgment,  penalty,  or fine
shall remain  unpaid,  unstayed on appeal,  undischarged  or  undismissed  for a
period of thirty  (30) days;  (10)  failure of the  Obligor,  after  demand,  to
furnish  financial  information or to permit  inspection of any books or records
during  Obligor's  normal business hours;  (11) America Holdings shall no longer
own, direct or indirect, 100% of the outstanding voting stock of the Obligor, or
(12) the Obligor  shall fail to maintain  the  minimum  level of Company  Action
Level Risk Based Capital as established by applicable state law or regulation.
     The failure or forbearance  of the holder to exercise any right  hereunder,
or otherwise  granted by law or another  agreement,  shall not affect or release
the  liability of the Obligor,  and shall not  constitute a waiver of such right
unless so stated by the holder in writing.  The  Obligor  agrees that the holder
shall have no  responsibility  for the  collection or protection of any property
securing  this note,  and  expressly  consents  that the holder may from time to
time,  without  notice,  extend the time for  payment of this note,  or any part
thereof,  waive its rights with respect to any property or indebtedness  without
releasing the Obligor from any liability to the holder. This note is governed by
Georgia law.
     The term "OBLIGOR" means GOLDEN AMERICAN LIFE INSURANCE  COMPANY.  The term
"PRIME  RATE",  if used herein,  shall mean that rate of interest  designated by
Bank from time to time as its "Prime  Rate"  which rate is not  necessarily  the
Bank's best rate. The term "HOLDER" means Bank and any subsequent  transferee or
endorsee hereof.

             PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY THE OBLIGOR

                                          GOLDEN AMERICAN LIFE INSURANCE COMPANY


                                By:/s/ David S. Pendergrass
                                   ----------------------------------------
                                     Name: David S. Pendergrass
                                     Title: Vice President and Treasurer