PARTICIPATION AGREEMENT

                                      Among

                              PUTNAM VARIABLE TRUST

                         PUTNAM RETAIL MANAGEMENT, L.P.

                                       and


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

     THIS  AGREEMENT,  made and  entered  into as of this  day of , 2001,  among
Golden American Life Insurance  Company (the "Company"),  a corporation,  on its
own behalf and on behalf of each  separate  account of the  Company set forth on
Schedule A hereto,  as such Schedule may be amended from time to time (each such
account  hereinafter  referred to as the "Account"),  PUTNAM VARIABLE TRUST (the
"Trust"),  a Massachusetts  business trust, and PUTNAM RETAIL MANAGEMENT,  L.P..
(the "Underwriter"), a Massachusetts corporation.

     WHEREAS, the Trust is an open-end diversified management investment company
and is  available  to  act  as the  investment  vehicle  for  separate  accounts
established for variable life insurance  policies and variable annuity contracts
(collectively,  the  "Variable  Insurance  Products") to be offered by insurance
companies  which have entered into  Participation  Agreements with the Trust and
the Underwriter (the "Participating Insurance Companies"); and

     WHEREAS,  the  beneficial  interest  in the Trust is divided  into  several
series of shares,  each designated a "Fund" and  representing  the interest in a
particular managed portfolio of securities and other assets; and

     WHEREAS,  the Trust has obtained an order from the  Securities and Exchange
Commission,  dated December 29, 1993 (File No. 812-8612),  granting the variable
annuity and variable life insurance separate accounts participating in the Trust
exemptions from the provisions of sections 9(a),  13(a),  15(a) and 15(b) of the
Investment  Company  Act of  1940,  as  amended  (the  "1940  Act"),  and  Rules
6e-2(b)(15) and  6e-3(T)(b)(15)  thereunder,  to the extent  necessary to permit
shares of the Trust to be sold to and held by variable annuity and variable life
insurance  separate  accounts  of the  Participating  Insurance  Companies  (the
"Shared Funding Exemptive Order"); and

     WHEREAS,  the Trust is  registered  as an  open-end  management  investment
company  under the 1940 Act and the sale of its shares is  registered  under the
Securities Act of 1933, as amended (the " 1933 Act"); and

     WHEREAS,  the Company has registered or will register certain variable life
and/or variable  annuity  contracts under the 1933 Act and any applicable  state
securities and insurance law; and

     WHEREAS,  each  Account  is a duly  organized,  validly  existing  separate
account,  established by resolution of the Board of Directors of the Company, on
the date shown for such  Account on  Schedule A hereto,  to set aside and invest
assets   attributable  to  one  or  more  variable   insurance   contracts  (the
"Contracts"); and

     WHEREAS,  the Company has registered or will register the Account as a unit
investment trust under the 1940 Act; and

     WHEREAS,  the  Underwriter  is  registered  as a  broker  dealer  with  the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended  (the " 1934 Act"),  and is a member in good  standing  of the  National
Association of Securities Dealers, Inc. (the "NASD"); and


     WHEREAS,  to  the  extent  permitted  by  applicable   insurance  laws  and
regulations,   the  Company   intends  to  purchase   shares  in  certain  Funds
("Authorized  Funds"),  shown on Schedule B hereto, on behalf of each Account to
fund certain of the  Contracts  and the  Underwriter  is authorized to sell such
shares to unit investment trusts such as each Account at net asset value;


     NOW, THEREFORE,  in consideration of the promises herein, the Company,  the
Trust and the Underwriter agree as follows:

                         ARTICLE 1. Sale of Trust Shares

     1.1 The Underwriter agrees, subject to the Trust's rights under Section 1.2
and otherwise  under this  Agreement,  to sell to the Company those Trust shares
representing interests in Authorized Funds which each Account orders,  executing
such orders on a daily basis at the net asset value next computed  after receipt
by the  Trust or its  designee  of the order for the  shares of the  Trust.  For
purposes of this  Section 1. 1, the Company  shall be the  designee of the Trust
for receipt of such orders from each Account and receipt by such designee  shall
constitute receipt by the Trust; provided that the Trust receives notice of such
order by 9:30 a.m.  Eastern time on the next following  Business Day.  "Business
Day" shall mean any day on which the New York Stock Exchange is open for trading
and on which the Trust  calculates  its net asset value pursuant to the rules of
the Securities and Exchange  Commission.  The initial  Authorized  Funds are set
forth in Schedule B, as such schedule is amended from time to time.

     1.2 The Trust agrees to make its shares available indefinitely for purchase
at the  applicable  net asset value per share by the Company and its Accounts on
those days on which the Trust  calculates  its net asset value pursuant to rules
of the  Securities  and Exchange  Commission  and the Trust shall use reasonable
efforts  to  calculate  such net  asset  value on each day on which the New York
Stock Exchange is open for trading.  Notwithstanding the foregoing, the Trustees
of the Trust  (the  "Trustees")  may  refuse  to sell  shares of any Fund to the
Company or any other  person,  or suspend or terminate the offering of shares of
any Fund if such action is required by law or by regulatory  authorities  having
jurisdiction  over the Trust or if the  Trustees  determine,  in the exercise of
their fiduciary  responsibilities,  that to do so would be in the best interests
of shareholders.

     1.3 The Trust and the Underwriter agree that shares of the Trust will
  be sold only to Participating Insurance Companies and their separate accounts.
  No shares of any Fund will be sold to the general public.

     1.4 The Trust shall redeem its shares in  accordance  with the terms of its
then current prospectus.  For purposes of this Section 1.4, the Company shall be
the  designee  of the Trust for  receipt of requests  for  redemption  from each
Account  and receipt by such  designee  shall  constitute  receipt by the Trust;
provided that the Trust  receives  notice of such request for redemption by 9:30
a.m., Eastern time, on the next following Business Day.

     1.5 The Company shall  purchase and redeem the shares of  Authorized  Funds
offered  by the then  current  prospectus  of the Trust in  accordance  with the
provisions of such prospectus.

     1.6 The Company  shall pay for Trust shares on the next  Business Day after
an order to purchase  Trust shares is made in accordance  with the provisions of
Section 1.1 hereof. Payment shall be in federal funds transmitted by wire.

     1.7 Issuance and transfer of the Trust's shares will be by book entry only.
Share  certificates  will not be issued to the  Company or any  Account.  Shares
ordered  from the Trust will be  recorded  as  instructed  by the Company to the
Underwriter  in an  appropriate  title  for  each  Account  or  the  appropriate
sub-account of each Account.

     1.8 The  Underwriter  shall  furnish  prompt  notice (by wire or telephone,
followed  by written  confirmation)  to the  Company of the  declaration  of any
income,  dividends or capital gain distributions  payable on the Trust's shares.
The Company hereby elects to receive all such income  dividends and capital gain
distributions  as are  payable on the Fund shares in  additional  shares of that
Fund. The Company  reserves the right to revoke this election and to receive all
such income  dividends and capital gain  distributions  in cash. The Underwriter
shall  notify  the  Company of the number of shares so issued as payment of such
dividends and distributions.

     1.9 The Underwriter  shall make the net asset value per share for each Fund
available to the Company on a daily basis as soon as reasonably  practical after
the Trust calculates its net asset value per share and each of the Trust and the
Underwriter  shall use its best  efforts to make such net asset  value per share
available by 7:00 p.m. Eastern time.

                   ARTICLE II. Representations and Warranties

     2.1 The Company represents and warrants that

     (a) at all times during the term of this  Agreement  the  Contracts  are or
will be registered  under the 1933 Act; the Contracts will be issued and sold in
compliance in all material respects with all applicable laws and the sale of the
Contracts shall comply in all material respects with state insurance suitability
requirements.  The  Company  further  represents  and  warrants  that  it  is an
insurance  company duly organized and in good standing under  applicable law and
that it has legally and validly  established  each Account prior to any issuance
or sale thereof as a separate  account under  applicable  law and has registered
or, prior to any issuance or sale of the  Contracts,  will register each Account
as a unit investment  trust in accordance with the provisions of the 1940 Act to
serve as a segregated investment account for the Contracts; and

     (b) the  Contracts  are  currently  treated as  endowment,  annuity or life
insurance contracts, under applicable provisions of the Internal Revenue Code of
1986,  as amended (the  "Code"),  and that it will make every effort to maintain
such treatment and that it will notify the Trust and the Underwriter immediately
upon having a reasonable  basis for believing  that the Contracts have ceased to
be so treated or that they might not be so treated in the future.

     2.2 The Trust  and,  as to the  matters  in  Section  2.2(b),  the  Advisor
represent and warrant that

     (a) at all  times  during  the term of this  Agreement  Trust  shares  sold
pursuant  to this  Agreement  shall  be  registered  under  the 1933  Act,  duly
authorized for issuance and sold by the Trust to the Company in compliance  with
all applicable laws, subject to the terms of Section 2.4 below, and the Trust is
and  shall  remain  registered  under the 1940 Act.  The Trust  shall  amend the
Registration  Statement  for its shares under the 1933 Act and the 1940 Act from
time to time as  required  in order to effect  the  continuous  offering  of its
shares.  The Trust shall  register and qualify the shares for sale in accordance
with the laws of the various  states only if and to the extent deemed  advisable
by the Trust or the  Underwriter  in connection  with their sale by the Trust to
the Company and only as required by Section 2.4;

     (b) the Trust is  currently  qualified  as a Regulated  Investment  Company
under  Subchapter  M of the Code,  and that the Trust and Advisor will use their
best efforts to maintain such qualification (under Subchapter M or any successor
provision)  and that they will  notify the  Company  immediately  upon  having a
reasonable  basis for believing  that the Trust has ceased to so qualify or that
it might not so qualify in the future; and

     (c) the Trust is lawfully  organized and validly existing under the laws of
the  Commonwealth  of  Massachusetts  and that it does and  will  comply  in all
material respects with the 1940 Act.

     2.3 The  Underwriter  represents  and warrants  that it is a member in good
standing of the NASD and is  registered  as a  broker-dealer  with the SEC.  The
Underwriter further represents that it will sell and distribute the Trust shares
in accordance with all applicable  securities  laws applicable to it,  including
without limitation the 1933 Act, the 1934 Act, and the 1940 Act.

     2.4 Notwithstanding any other provision of this Agreement,  the Trust shall
be responsible for the registration and  qualification of the Trust's shares and
of the Trust itself under the laws of any  jurisdiction  only in connection with
the sales of shares directly to the Company through the  Underwriter.  The Trust
shall not be responsible,  and the Company shall take full  responsibility,  for
determining any jurisdiction in which any qualification or registration of Trust
shares or the Trust by the Trust may be required in connection  with the sale of
the  Contracts  or the  indirect  interest of any  Contract in any shares of the
Trust and  advising  the  Trust  thereof  at such time and in such  manner as is
necessary to permit the Trust to comply.

     2.5 The  Trust  make no  representation  as to  whether  any  aspect of its
operations  (including,  but not limited to, fees and  expenses  and  investment
policies) complies with the insurance laws or regulations of the various states.


<PAGE>


              ARTICLE II. Prospectuses and Proxy Statements; Voting

     3.1 The Trust shall provide such  documentation  (including a  camera-ready
copy of its prospectus) and other assistance as is reasonably necessary in order
for the Company once each year (or more  frequently  if the  prospectus  for the
Trust is  amended)  to have the  prospectus  for the  Contracts  and the Trust's
prospectus printed together in one or more documents (such printing to be at the
Company's expense).

     3.2 The Trust's  Prospectus  shall state that the  Statement of  Additional
Information  for the Trust is available from the Underwriter or its designee (or
in the Trust's  discretion,  the  Prospectus  shall state that such Statement is
available from the Trust),  and the Underwriter (or the Trust),  at its expense,
shall print and provide such  Statement free of charge to the Company and to any
owner of a Contract or prospective owner who requests such Statement.

     3.3 The Trust, at its expense, shall provide the Company with copies of its
reports to shareholders, proxy material and other communications to shareholders
in such quantity as the Company shall reasonably require for distribution to the
Contract owners, such distribution to be at the expense of the Company.

     3.4 The  Company  shall vote all Trust  shares as  required  by law and the
Shared Funding  Exemptive  Order.  The Company  reserves the right to vote Trust
shares held in any separate account in its own right, to the extent permitted by
law and the Shared Funding Exemptive Order. The Company shall be responsible for
assuring  that  each  of  its  separate  accounts  participating  in  the  Trust
calculates voting privileges in a manner consistent with all legal  requirements
and the Shared Funding Exemptive Order.

     3.5 The Trust will comply with all  applicable  provisions  of the 1940 Act
requiring  voting by  shareholders,  and in  particular  the Trust  will  either
provide  for  annual  meetings  or  comply  with  Section  16(c) of the 1940 Act
(although the Trust is not one of the trusts  described in Section 16(c) of that
Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further,
the Trust will act in accordance  with the Securities and Exchange  Commission's
interpretation  of the  requirements  of Section  16(a) with respect to periodic
elections of trustees and with whatever rules the Commission may promulgate with
respect thereto.

                   ARTICLE IV. Sales Material and Information

     4.1 Without limiting the scope or effect of Section 4.2 hereof, the Company
shall furnish, or shall cause to be furnished,  to the Underwriter each piece of
sales literature or other promotional  material (as defined  hereafter) in which
the Trust,  its investment  adviser or the Underwriter is named at least 15 days
prior to its use. No such material shall be used if the  Underwriter  objects to
such use within five Business Days after receipt of such material.

     4.2 The Company shall not give any information or make any  representations
or statements on behalf of the Trust or concerning the Trust in connection  with
the  sale  of the  Contracts  other  than  the  information  or  representations
contained in the registration  statement or prospectus for the Trust shares,  as
such  registration  statement and prospectus may be amended or supplemented from
time to time, or in annual or  semi-annual  reports or proxy  statements for the
Trust,  or in sales  literature or other  promotional  material  approved by the
Trust or its designee or by the Underwriter,  except with the written permission
of the Trust or the  Underwriter  or the designee of either or as is required by
law.

     4.3 The  Underwriter or its designee  shall  furnish,  or shall cause to be
furnished,  to the Company or its  designee,  each piece of sales  literature or
other  promotional  material  prepared by the  Underwriter  in which the Company
and/or its  separate  account(s)  is named at least 15 days prior to its use. No
such material  shall be used if the Company or its designee  objects to such use
within five Business Days after receipt of such material.

     4.4 Neither the Trust nor the  Underwriter  shall give any  information  or
make any  representations  on behalf of the Company or  concerning  the Company,
each Account,  or the Contracts  other than the  information or  representations
contained in a registration  statement or prospectus for the Contracts,  as such
registration  statement and prospectus may be amended or supplemented  from time
to time, or in published reports for each Account which are in the public domain
or  approved by the Company for  distribution  to Contract  owners,  or in sales
literature  or  other  promotional  material  approved  by  the  Company  or its
designee, except with the written permission of the Company or as is required by
law.

     4.5 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, or other public media), sales literature
(i.e. any written communication distributed or made generally available to
customers or the public, including brochures, circulars, research reports,
market letters, form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article), educational or training
materials or other communications distributed or made generally available to
some or all registered representatives.

                          ARTICLE V. Fees and Expenses

     5.1 Except as provided in Article VI, the Trust and  Underwriter  shall pay
no fee or other compensation to the Company under this agreement.

     5.2 All expenses  incident to performance by the Trust under this Agreement
shall be paid by the Trust.  The Trust shall bear the  expenses  for the cost of
registration and qualification of the Trust's shares,  preparation and filing of
the Trust's prospectus and registration statement,  proxy materials and reports,
setting the  prospectus  and  shareholder  reports in type,  setting in type and
printing the proxy materials,  and the preparation of all statements and notices
required  by any  federal  or  state  law,  in each  case as may  reasonably  be
necessary for the performance by it of its obligations under this Agreement.

     5.3 The Company  shall bear the expenses of (a)  printing and  distributing
the  Trust's  prospectus  in  connection  with  sales of the  Contracts  and (b)
distributing  the reports to Trust's  Shareholders  and (c) of distributing  the
Trust's proxy materials to owners of the Contracts.

                            Article VI. Service Fees

     6.1 So long as the Company  complies with its  obligations  in this Article
VI, the underwriter  shall pay such Company a service fee (the "Service Fee") on
shares of the Funds  held in the  Accounts  at the  annual  rates  specified  in
Schedule B (excluding  any accounts for the Company's  own corporate  retirement
plans), subject to Section 6.2 hereof.

     6.2 The Company  understands  and agrees that all Service Fee  payments are
subject to the limitations contained in each Fund's Distribution Plan, which may
be varied or  discontinued  at any time and  hereby  waives the right to receive
such  service fee  payments  with  respect to the Fund if the Fund ceases to pay
12b-1 fees to the Underwriter.

     6.3 (a) The Company's failure to provide the services  described in Section
6.4 or  otherwise  comply  with  the  terms of this  Agreement  will  render  it
ineligible to receive Service Fees; and

                  (b) The Underwriter may, without the consent of the Company,
amend this Article VI to change the terms of the Service Fee payments with prior
written notice to the Company so long as such change applies generally to all
parties receiving Service Fees with respect to the Trust.

     6.4 The Company will provide the following  services to the Contract Owners
purchasing Fund shares:

     (i)  Maintaining  regular  contact with  Contract  owners and  assisting in
answering inquiries concerning the Funds;

     (ii)   Assisting  in  printing  and   distributing   shareholder   reports,
prospectuses and other sale and service literature provided by the Underwriter;

     (iii) Assisting the Underwriter and its affiliates in the establishment and
maintenance of shareholder accounts and records;

     (iv) Assisting Contract owners in effecting administrative changes, such as
exchanging shares in or out of the Funds;

     (v)   Assisting  in   processing   purchasing   purchase   and   redemption
transactions; and

     (vi) Providing any other  information or services as the Contract owners or
the Underwriter may reasonably request.

     The Company will support the  Underwriter's  marketing  efforts by granting
reasonable  requests for visits to the Company's offices by  representatives  of
the Underwriter.

     6.5 The Company's compliance with the service requirement set forth in this
Agreement will be evaluated from time to time by monitoring redemption levels of
Fund shares held in any  Account  and by such other  methods as the  Underwriter
deems appropriate.

     6.6 The  provisions  of this Article VI shall remain in effect for not more
than one year from the date hereof and thereafter for successive  annual periods
only so long as such  continuance is specifically  approved at least annually by
the Trustees in conformity with Rule 12b-1.  This Agreement shall  automatically
terminate  in the event of its  assignment  (as  defined  by the 1940  Act).  In
addition,  this Article VI may be terminated at any time, without the payment of
any penalty,  with respect to any Fund or the Trust as a whole by any party upon
written notice delivered or mailed by registered mail,  postage prepaid,  to the
other  party,  or , as provided in Rule 12b-1 under the 1940 Act by the Trustees
or by the vote of the holders of the outstanding voting securities of any Fund.

     6.7 The  Underwriter  shall provide the Trustees of each of the Funds,  and
such Trustees shall review at least  quarterly,  a written report of the amounts
paid to the  Company  under  this  Article  VI and the  purposes  for which such
expenditures were made.

                          ARTICLE VII. Diversification

     7.1 The Trust and the Advisor shall each use its best efforts to cause each
each Authorized Fund to  maintaindiversified  pool of investments that would, if
such  Fund  were  a  segregated  asset  account,   satisfy  the  diversification
provisions of Treas. Reg. ss.1.817-5(b)(1) or (2).

                        ARTICLE VIII. Potential Conflicts

     8.1 The Trustees will monitor the Trust for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Trust. A material irreconcilable conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities law or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Fund are being managed; (e) a difference in voting instructions given by
variable annuity contract and variable life insurance contract owners; or (f) a
decision by an insurer to disregard the voting instructions of contract owners.
The Trust shall promptly inform the Company if the Trustees determine that a
material irreconcilable conflict exists and the implications thereof.

     8.2 The Company will report any potential or existing conflicts of which it
is aware to the  Trustees.  The Company will assist the Trustees in carrying out
their  responsibilities  under the Shared Funding  Exemptive Order, by providing
the  Trustees  with all  information  reasonably  necessary  for the Trustees to
consider any issues raised. This includes,  but is not limited to, an obligation
by  the  Company  to  inform  the  Trustees   whenever   Contract  owner  voting
instructions are disregarded.

     8.3 If it is determined by a majority of the Trustees, or a majority of the
disinterested  Trustees,  that a material  irreconcilable  conflict exists,  the
Company shall to the extent reasonably  practicable (as determined by a majority
of the disinterested Trustees),  take, at the Company's expense,  whatever steps
are necessary to remedy or eliminate the material irreconcilable conflict, up to
and  including:  (1)  withdrawing  the  assets  allocable  to some or all of the
separate  accounts from the Trust or any Fund and  reinvesting  such assets in a
different investment medium,  including (but not limited to) another Fund of the
Trust, or submitting the question whether such segregation should be implemented
to a vote of all affected  contract owners and, as appropriate,  segregating the
assets of any appropriate group (i.e.,  annuity contract owners,  life insurance
contract  owners,  or  variable  contract  owners  of one or more  Participating
Insurance Companies) that votes in favor of such segregation, or offering to the
affected  contract  owners  the  option  of  making  such  a  change;   and  (2)
establishing a new registered  management investment company or managed separate
account.

     8.4 If a material  irreconcilable  conflict arises because of a decision by
the Company to disregard  Contract owner voting  instructions  and that decision
represents a minority  position or would  preclude a majority  vote, the Company
may be required,  at the Trust's  election,  to withdraw the affected  Account's
investment in one or more  portfolios of the Trust and terminate  this Agreement
with  respect to such  Account;  provided,  however,  that such  withdrawal  and
termination  shall be limited to the extent  required by the foregoing  material
irreconcilable  conflict  as  determined  by a  majority  of  the  disinterested
Trustees.  No charge or penalty shall be imposed as a result of such withdrawal.
Any such withdrawal and termination  must take place within six (6) months after
the Trust gives written  notice that this  provision is being  implemented,  and
until the end of that six month period the  Underwriter  and Trust shall, to the
extent  permitted  by law and any  exemptive  relief  previously  granted to the
Trust,  continue to accept and implement  orders by the Company for the purchase
(or redemption) of shares of the Trust.

     8.5 If a material  irreconcilable  conflict  arises because of a particular
state  insurance  regulator's  decision  applicable  to the Company to disregard
Contract  owner  voting  instructions  and that  decision  represents a minority
position that would preclude a majority vote,  then the Company may be required,
at the Trust's direction,  to withdraw the affected Account's  investment in one
or more Authorized Funds of the Trust;  provided,  however, that such withdrawal
and  termination  shall be  limited  to the  extent  required  by the  foregoing
material   irreconcilable   conflict  as   determined   by  a  majority  of  the
disinterested  Trustees.  Any such  withdrawal and  termination  must take place
within six (6) months after the Trust gives written  notice that this  provision
is being implemented,  unless a shorter period is required by law, and until the
end of the  foregoing  six month period (or such  shorter  period if required by
law), the Underwriter  and Trust shall,  to the extent  permitted by law and any
exemptive  relief  previously  granted  to the  Trust,  continue  to accept  and
implement  orders by the Company for the purchase (and  redemption) of shares of
the Trust. No charge or penalty will be imposed as a result of such withdrawal.

     8.6 For purposes of Sections 8.3 through 8.6 of this Agreement,  a majority
of the  disinterested  Trustees  shall  determine  whether any  proposed  action
adequately remedies any material irreconcilable conflict.  Neither the Trust nor
the  Underwriter  shall be  required to  establish a new funding  medium for the
Contracts,  nor shall the Company be required to do so, if an offer to do so has
been  declined  by vote of a majority of Contract  owners  materially  adversely
affected by the material irreconcilable conflict. In the event that the Trustees
determine  that any  proposed  action does not  adequately  remedy any  material
irreconcilable conflict, then the Company will withdraw the Account's investment
in one or more Authorized Funds of the Trust and terminate this Agreement within
six  (6)  months  (or  such  shorter  period  as may be  required  by law or any
exemptive relief previously  granted to the Trust) after the Trustees inform the
Company in writing of the foregoing determination;  provided, however, that such
withdrawal and  termination  shall be limited to the extent required by any such
material   irreconcilable   conflict  as   determined   by  a  majority  of  the
disinterested Trustees. No charge or penalty will be imposed as a result of such
withdrawal.

     8.7  The  responsibility  to  take  remedial  action  in the  event  of the
Trustees'  determination of a material  irreconcilable  conflict and to bear the
cost of such remedial  action shall be the  obligation  of the Company,  and the
obligation  of the  Company  set forth in this  Article VII shall be carried out
with a view only to the interests of Contract owners.

     8.8 If and to the extent that Rule 6e-2 and Rule  6e-3(T) are  amended,  or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940
Act or the rules promulgated  thereunder with respect to mixed or shared funding
(as  defined  in the Shared  Funding  Exemptive  Order) on terms and  conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Trust and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended,  and Rule 6e-3, as adopted, to the extent such rules are applicable;
and (b) Sections 3.4, 3.5,  8.1, 8.2, 8.3, 8.4 and 8.5 of this  Agreement  shall
continue in effect only to the extent  that terms and  conditions  substantially
identical  to such  Sections  are  contained  in such  Rule(s)  as so amended or
adopted.  8.9 The Company has reviewed the Shared  Funding  Exemption  Order and
hereby  assumes  all  obligations   referred  to  therein  which  are  required,
including,  without limitation,  the obligation to provide reports,  material or
data as the Trustees may request as conditions  to such Order,  to be assumed or
undertaken by the Company.

                           ARTICLE IX. Indemnification

     9.1. Indemnification by the Company

     9.1 (a). The Company  shall  indemnify  and hold  harmless  the Trust,  the
Underwriter and each of the Trustees,  directors of the  Underwriter,  officers,
employees or agents of the Trust or the Underwriter and each person, if any, who
controls  the Trust or the  Underwriter  within the meaning of Section 15 of the
1933 Act (collectively,  the "Indemnified  Parties" for purposes of this Section
9.1) against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Company which consent may not
be unreasonably  withheld) or litigation  (including  reasonable legal and other
expenses),  to which  the  Indemnified  Parties  may  become  subject  under any
statute, regulation, at common law or otherwise, insofar as such losses, claims,
damages,  liabilities or expenses (or actions in respect thereof) or settlements
are related to the sale or acquisition of the Trust's shares or the Contracts or
the performance by the parties of their obligations hereunder and:

     (i) arise out of or are based upon any untrue  statements or alleged untrue
     statements  of any material  fact  contained in a  Registration  Statement,
     Prospectus  or Statement of  Additional  Information  for the  Contracts or
     contained in the  Contracts or sales  literature  for the Contracts (or any
     amendment or  supplement to any of the  foregoing),  or arise out of or are
     based upon the omission or the alleged omission to state therein a material
     fact  required to be stated  therein or  necessary  to make the  statements
     therein not misleading, provided that this agreement to indemnify shall not
     apply as to any  Indemnified  Party if such  statement  or omission or such
     alleged  statement or omission was made in reliance  upon and in conformity
     with information  furnished to the Company by or on behalf of the Trust for
     use in the  Registration  Statement,  Prospectus or Statement of Additional
     Information  for the Contracts or in the Contracts or sales  literature (or
     any amendment or  supplement)  or otherwise for use in connection  with the
     sale of the Contracts or Trust shares; or

     (ii) arise out of or as a result of written  statements or  representations
     (other  than  statements  or  representations   contained  in  the  Trust's
     Registration  Statement or  Prospectus,  or in sales  literature  for Trust
     shares not  supplied  by the  Company,  or persons  under its  control)  or
     wrongful conduct of the Company or persons under its control,  with respect
     to the sale or distribution of the Contracts or Trust shares; or

     (iii) arise out of any untrue  statement or alleged  untrue  statement of a
     material fact contained in a Registration Statement,  Prospectus,  or sales
     literature of the Trust or any amendment  thereof or supplement  thereto or
     the omission or alleged  omission to state therein a material fact required
     to be stated  therein  or  necessary  to make the  statements  therein  not
     misleading  if such a  statement  or  omission  was made in  reliance  upon
     information  furnished to the Trust or the  Underwriter  by or on behalf of
     the Company; or

     (iv) arise out of or result  from any breach of any  representation  and/or
     warranty  made by the Company in this  Agreement  or arise out of or result
     from any other breach of this  Agreement by the Company,  as limited by and
     in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof.

     9.1  (b)  The  Company  shall  not be  liable  under  this  indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed  against an Indemnified  Party to the extent such may arise
from  such  Indemnified  Party's  willful  misfeasance,   bad  faith,  or  gross
negligence in the performance of such Indemnified Party's duties or by reason of
such Indemnified  Party's reckless disregard of obligations or duties under this
Agreement or to the Trust, whichever is applicable.

     9.1  (c)  The  Company  shall  not be  liable  under  this  indemnification
provision  with  respect to any claim made against an  Indemnified  Party unless
such  Indemnified  Party shall have  notified  the  Company in writing  within a
reasonable   time  after  the  summons  or  other  first  legal  process  giving
information  of the  nature  of the  claim  shall  have  been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any  designated  agent),  on the basis of which the  Indemnified
Party should  reasonably  know of the  availability  of  indemnity  hereunder in
respect of such claim but  failure to notify the Company of any such claim shall
not relieve the Company from any liability  which it may have to the Indemnified
Party  against  whom such  action is brought  otherwise  than on account of this
indemnification  provision.  In case any such  action  is  brought  against  the
Indemnified  Parties,  the Company shall be entitled to participate,  at its own
expense,  in the defense of such  action.  The Company also shall be entitled to
assume the defense thereof,  with counsel  satisfactory to the Indemnified Party
named in the action.  After notice from the Company to such Indemnified Party of
the Company's election to assume the defense thereof the Indemnified Party shall
bear the fees and  expenses of any  additional  counsel  retained by it, and the
Company will not be liable to such  Indemnified  Party under this  Agreement for
any legal or other  expenses  subsequently  incurred by such  Indemnified  Party
independently in connection with the defense thereof other than reasonable costs
of investigation.

     9.1  (d)  The  Underwriter   shall  promptly  notify  the  Company  of  the
commencement  of  any  litigation  or  proceedings  against  the  Trust  or  the
Underwriter  in connection  with the issuance or sale of the Trust Shares or the
Contracts or the operation of the Trust.

     9. 1 (e) The  provisions of this Section 9.1 shall survive any  termination
of this Agreement.

     9.2 Indemnification by the Underwriter

     9.2 (a) The  Underwriter  shall indemnify and hold harmless the Company and
each person,  if any, who controls the Company  within the meaning of Section 15
of the 1933 Act and any  director,  officer,  employee or agent of the foregoing
(collectively,  the  "Indemnified  Parties"  for  purposes of this  Section 9.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Underwriter  which consent may not
be unreasonably  withheld) or litigation  (including  reasonable legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect  thereof) or  settlements  are related to the
sale or acquisition of the Trust's shares or the Contracts or the performance by
the parties of their obligations hereunder and:

     (i) arise out of or are based upon any untrue  statement or alleged  untrue
     statement of any material  fact  contained in the sales  literature  of the
     Trust prepared by or approved by the Trust or Underwriter (or any amendment
     or supplement to any of the  foregoing),  or arise out of or are based upon
     the  omission or the  alleged  omission  to state  therein a material  fact
     required to be stated therein or necessary to make the  statements  therein
     not  misleading,  provided that this agreement to indemnify shall not apply
     as to any  Indemnified  Party if such statement or omission or such alleged
     statement  or omission  was made in reliance  upon and in  conformity  with
     information  furnished to the  Underwriter  or Trust by or on behalf of the
     Company for use in sales  literature  (or any amendment or  supplement)  or
     otherwise  for use in  connection  with the sale of the  Contracts or Trust
     shares; or

     (ii) arise out of or as a result of written  statements or  representations
     (other than  statements or  representations  contained in the  Registration
     Statement,   Prospectus,  Statement  of  Additional  Information  or  sales
     literature  for the  Contracts not supplied by the  Underwriter  or persons
     under its control) of the  Underwriter  or persons under its control,  with
     respect to the sale or distribution of the Contracts or Trust shares; or

     (iii) arise out of any untrue  statement or alleged  untrue  statement of a
     material fact contained in a Registration Statement,  Prospectus, Statement
     of Additional  Information or sales literature  covering the Contracts,  or
     any  amendment  thereof or supplement  thereto,  or the omission or alleged
     omission to state therein a material fact required to be stated  therein or
     necessary to make the statement or statements  therein not  misleading,  if
     such statement or omission was made in reliance upon information  furnished
     to the Company by or on behalf of the Underwriter; or

     (iv) arise out of or result  from any breach of any  representation  and/or
     warranty  made by the  Underwriter  in this  Agreement  or arise  out of or
     result  from any other  breach of this  Agreement  by the  Underwriter;  as
     limited by and in accordance  with the  provisions  of Sections  9.2(b) and
     9.2(c) hereof.

     9.2 (b) The  Underwriter  shall not be liable  under  this  indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed  against an  Indemnified  Party as such may arise from such
Indemnified Party's willful  misfeasance,  bad faith, or gross negligence in the
performance of such Indemnified  Party's duties or by reason of such Indemnified
Party's reckless  disregard of obligations and duties under this Agreement or to
each Company or the Account, whichever is applicable.

     9.2 (c) The  Underwriter  shall not be liable  under  this  indemnification
provision  with  respect to any claim made against an  Indemnified  Party unless
such  Indemnified  Party shall have notified the Underwriter in writing within a
reasonable   time  after  the  summons  or  other  first  legal  process  giving
information  of the  nature  of the  claim  shall  have  been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such  service  on any  designated  agent) on the basis of which the  Indemnified
Party should  reasonably  know of the  availability  of  indemnity  hereunder in
respect of such claim,  but failure to notify the  Underwriter of any such claim
shall not relieve the  Underwriter  from any liability  which it may have to the
Indemnified  Party against whom such action is brought otherwise than on account
of this  indemnification  provision.  In case any such action is brought against
the Indemnified Parties, the Underwriter will be entitled to participate, at its
own expense,  in the defense thereof.  The Underwriter also shall be entitled to
assume the defense thereof,  with counsel  satisfactory to the Indemnified Party
named in the action. After notice from the Underwriter to such Indemnified Party
of the  Underwriter's  election to assume the defense  thereof,  the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the  Underwriter  will not be liable to such  Indemnified  Party  under this
Agreement  for  any  legal  or  other  expenses  subsequently  incurred  by such
Indemnified  Party  independently  in connection  with the defense thereof other
than reasonable costs of investigation.

     9.2 (d) The Company shall promptly  notify the  Underwriter of the Trust of
the  commencement  of any  litigation  or  proceedings  against it or any of its
officers or directors,  in connection with the issuance or sale of the Contracts
or the operation of each Account.

     9.2 (e) The provisions of this Section 9.2 shall survive any termination of
this Agreement.

     9.3 Indemnification by the Trust and Advisor

     9.3 (a) The Trust shall  indemnify and hold harmless the Company,  and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933  Act  and  any  director,  officer,  employee  or  agent  of the  foregoing
(collectively,  the  "Indemnified  Parties"  for  purposes of this  Section 9.3)
against any and all losses, claims, damages, liabilities (including amounts paid
in  settlement  with the written  consent of the Trust which  consent may not be
unreasonably  withheld)  or  litigation  (including  reasonable  legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect  thereof) or  settlements  are related to the
operations of the Trust and:

     (i) arise out of or are based upon any untrue  statement or alleged  untrue
     statement  of any material  fact  contained  in a  Registration  Statement,
     Prospectus  and  Statement of Additional  Information  of the Trust (or any
     amendment or  supplement to any of the  foregoing),  or arise out of or are
     based upon the omission or the alleged omission to state therein a material
     fact  required to be stated  therein or  necessary  to make the  statements
     therein not misleading, provided that this agreement to indemnify shall not
     apply as to any  Indemnified  Party if such  statement  or omission or such
     alleged  statement or omission was made in reliance  upon and in conformity
     with  information  furnished to the Underwriter or Trust by or on behalf of
     the Company for use in the Registration Statement, Prospectus, or Statement
     of Additional Information for the Trust (or any amendment or supplement) or
     otherwise  for use in  connection  with the sale of the  Contracts or Trust
     shares; or

     (ii) arise out of or result from any material breach of any  representation
     and/or  warranty  made by the  Trust in this  Agreement  or arise out of or
     result from any other material  breach of this  Agreement by the Trust,  as
     limited by and in accordance  with the  provisions  of Sections  9.3(b) and
     9.3(c) hereof.

     9.3 (b) The Trust shall not be liable under the  indemnification  provision
with respect to any losses, claims, damages,  liabilities or litigation incurred
or assessed against an Indemnified Party as such may arise from such Indemnified
Party's willful misfeasance, bad faith, or gross negligence or by reason of such
Indemnified  Party's  reckless  disregard of  obligations  and duties under this
Agreement or to the Company,  the Advisor,  the Trust,  the  Underwriter or each
Account, whichever is applicable.

     9.3 (c) The Trust shall not be liable under this indemnification  provision
with  respect  to any claim made  against  any  Indemnified  Party  unless  such
Indemnified  Party shall have notified the Trust in writing  within a reasonable
time after the summons or other first legal process  giving  information  of the
nature of the claim shall have been served upon such Indemnified Party (or after
such  Indemnified  Party  shall  have  received  notice of such  service  on any
designated  agent) on the basis of which the Indemnified Party should reasonably
know of the  availability of indemnity  hereunder in respect of such claim,  but
failure to notify the Trust of any such claim  shall not  relieve the Trust from
any  liability  which it may have to the  Indemnified  Party  against  whom such
action is brought otherwise than on account of this  indemnification  provision.
In case any such action is brought  against the Indemnified  Parties,  the Trust
will be entitled to participate, at its own expense, in the defense thereof. The
Trust also  shall be  entitled  to assume  the  defense  thereof,  with  counsel
reasonably  satisfactory  to the  Indemnified  Party named in the action.  After
notice  from the Trust to such  Indemnified  Party of the  Trust's  election  to
assume  the  defense  thereof,  the  Indemnified  Party  shall bear the fees and
expenses  of any  additional  counsel  retained by it, and the Trust will not be
liable to such  Indemnified  Party under this  Agreement  for any legal or other
expenses  subsequently  incurred  by such  Indemnified  Party  independently  in
connection   with  the  defense   thereof   other  than   reasonable   costs  of
investigation.

     9.3 (d) The Company agrees promptly to notify the Trust of the commencement
of  any  litigation  or  proceedings  against  it or any  of  its  officers  or,
directors,  in  connection  with this  Agreement,  the  issuance  or sale of the
Contracts or the sale or acquisition of shares of the Trust.

     9.3 (e) The provisions of this Section 9.3 shall survive any termination of
this Agreement.

                            ARTICLE X. Applicable Law

     10.1  This  Agreement   shall  be  construed  and  the  provisions   hereof
interpreted  under  and in  accordance  with  the  laws of the  Commonwealth  of
Massachusetts.

     10.2 This Agreement  shall be subject to the  provisions of the 1933,  1934
and 1940 acts, and the rules and regulations and rulings  thereunder,  including
such exemptions from those statutes, rules and regulations as the Securities and
Exchange Commission may grant (including, but not limited to, the Shared Funding
Exemptive  Order) and the terms hereof  shall be  interpreted  and  construed in
accordance therewith.

                             ARTICLE XI. Termination

     11.1.This Agreement shall terminate:

     (a) at the option of any party upon 90 days advance  written  notice to the
other parties; or

     (b) at the option of the Trust or the  Underwriter in the event that formal
administrative  proceedings are instituted  against the Company by the NASD, the
Securities and Exchange  Commission,  any State  Insurance  Commissioner  or any
other  regulatory  body  regarding the Company's  duties under this Agreement or
related to the sales of the  Contracts,  with  respect to the  operation  of any
Account, or the purchase of the Trust shares, provided,  however, that the Trust
or the Underwriter determines in its sole judgment exercised in good faith, that
any such administrative proceedings will have a material adverse effect upon the
ability of the Company to perform its obligations under this Agreement; or

     (c) at the option of the  Company in the event that  formal  administrative
proceedings  are instituted  against the Trust,  or Underwriter by the NASD, the
Securities  and  Exchange  Commission,  or any  state  securities  or  insurance
department or any other  regulatory body in respect of the sale of shares of the
Trust to the Company, provided, however, that the Company determines in its sole
judgment exercised in good faith, that any such administrative  proceedings will
have a material  adverse  effect upon the ability of the Trust or Underwriter to
perform its obligations under this Agreement; or

     (d) with respect to any Account, upon requisite vote of the Contract owners
having an interest in such Account (or any  subaccount) to substitute the shares
of another  investment company for the corresponding Fund shares of the Trust in
accordance  with the terms of the Contracts for which those Fund shares had been
selected to serve as the underlying  investment  media. The Company will give 30
days'  prior  written  notice to the Trust of the date of any  proposed  vote to
replace the Trust's shares; or

     (e) with  respect to any  Authorized  Fund,  upon 30 days  advance  written
notice from the  Underwriter to the Company,  upon a decision by the Underwriter
to cease offering shares of the Fund for sale.

     11.2.  It is  understood  and agreed that the right of any party  hereto to
terminate this  Agreement  pursuant to Section 11.1 (a) may be exercised for any
reason or for no reason.

     11.3 No termination of this Agreement  shall be effective  unless and until
the party  terminating  this  Agreement  gives prior written notice to all other
parties to this  Agreement  of its intent to  terminate,  which notice shall set
forth the basis for such  termination.  Such prior written notice shall be given
in advance of the effective date of termination as required by this Article XI.

     11.4 Notwithstanding any termination of this Agreement,  subject to Section
1.2 of this Agreement, the Trust and the Underwriter shall, at the option of the
Company,  continue to make available  additional shares of the Trust pursuant to
the terms and conditions of this  Agreement,  for all Contracts in effect on the
effective  date of termination  of this  Agreement  (hereinafter  referred to as
"Existing Contracts").  Specifically, without limitation, subject to Section 1.2
of this  Agreement,  the owners of the Existing  Contracts shall be permitted to
reallocate  investments  in the Trust,  redeem  investments  in the Trust and/or
invest in the Trust upon the making of additional  purchase  payments  under the
Existing Contracts.  The parties agree that this Section 11.4 shall not apply to
any  termination  under  Article  VIII  and  the  effect  of such  Article  VIII
termination shall be governed by Article VIII of this Agreement.

     11.5  The  Company  shall  not  redeem  Trust  shares  attributable  to the
Contracts (as opposed to Trust shares  attributable to the Company's assets held
in either Account) except (i) as necessary to implement Contract owner initiated
transactions, or (ii) as required by state and/or federal laws or regulations or
judicial or other legal precedent of general application  (hereinafter  referred
to as a "Legally required Redemption").  Upon request, the Company will promptly
furnish to the Trust and the  Underwriter an opinion of counsel for the Company,
reasonably satisfactory to the Trust, to the effect that any redemption pursuant
to clause (ii) above is a Legally Required  Redemption.  Furthermore,  except in
cases where permitted  under the terms of the Contracts,  subject to Section 1.2
of this Agreement, the Company shall not prevent Contract owners from allocating
payments to an Authorized Fund that was otherwise  available under the Contracts
without  first  giving  the  Trust  or the  Underwriter  90 days  notice  of its
intention to do so.

                              ARTICLE XII. Notices

     Any notice shall be sufficiently given when sent by registered or certified
mail to the other  party at the address of such party set forth below or at such
other  address  as such  party may from time to time  specify  in writing to the
other party.

If to the Trust:

         One Post Office Square
         Boston, MA 02109
         Attention: John R. Verani

If to the Underwriter:

         One Post Office Square
         Boston, MA 02109
         Attention: General Counsel

If to the Company:

         1475 Dunwoody Drive
         West Chester, PA 19380
         Attention: Myles R. Tashman

                           ARTICLE XIII. Miscellaneous


     13.1 A copy of the  Agreement and  Declaration  of Trust of the Trust is on
file with the  Secretary  of State of the  Commonwealth  of  Massachusetts,  and
notice is  hereby  given  that  this  instrument  is  executed  on behalf of the
Trustees of the Trust as Trustees and not  individually and that the obligations
of or arising out of this instrument,  including without limitation Article VII,
are not  binding  upon any of the  Trustees  or  shareholders  individually  but
binding only upon the assets and property of the Trust.

     13.2 The  captions  in this  Agreement  are  included  for  convenience  of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

     13.3  This  Agreement  may  be  executed  simultaneously  in  two  or  more
counterparts,  each of which taken  together  shall  constitute one and the same
instrument.

     13.4 If any provision of this Agreement  shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.

     13.5 Each  party  hereto  shall  cooperate  with each  other  party and all
appropriate   governmental   authorities   (including   without  limitation  the
Securities and Exchange Commission, the NASD and state insurance regulators) and
shall  pertmit such  authorities  reasonable  access to its books and records in
connection with any  investigation  or inquiry relating to this Agreement or the
transactions contemplated hereby.

     13.6 The rights,  remedies and obligations  contained in this Agreement are
cumulative and are in addition to any and all rights,  remedies and obligations,
at law or in equity,  which the parties  hereto are  entitled to under state and
federal laws.

     13.7 Notwithstanding any other provision of this Agreement, the obligations
of the Trust and the  Underwriter are several and,  without  limiting in any way
the generality of the foregoing, neither such party shall have any liability for
any action or failure to act by the other  party,  or any person  acting on such
other party's behalf.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized  representative
and its seal to be hereunder affixed hereto as of the date specified below.




                                       GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                        /s/ Myles Tashman
                                       ______________________________________
                                       Name:  Myles Tashman
                                       Title: Executive Vice President



                                       PUTNAM VARIABLE TRUST
                                       By its authorized officer,


                                        /s/ John R. Verani
                                       ______________________________________
                                       Name:  John R. Verani
                                       Title: Vice President



                                       PUTNAM RETAIL MANAGEMENT, L.C..
                                       By its authorized officer,

                                        /s/ Eric S. Levy
                                       ______________________________________
                                       Name:  Eric S. Levy
                                       Title: Senior Vice President























































                                   SCHEDULE A


                                Separate Account


                       Golden American Separate Account B



































                                   SCHEDULE B


                                Authorized Funds




      Putnam VT Growth and Income Fund  (Class IB)
      Putnam VT International Growth and Income Fund (Class IB)

       Putnam VT Voyager Fund II Portfolio (Class IB)