FUND PARTICIPATION AGREEMENT

       Golden American Life Insurance Company (the "Company"), and Aetna
Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced
VP, Inc., Aetna GET Fund, on behalf of each of its series, and Aetna Variable
Portfolios, Inc., on behalf of each of its series (each a "Fund" or in the
aggregate "Funds"), and Aeltus Investment Management, Inc. ("Aeltus" or
"Adviser") hereby agree to an arrangement whereby the Funds shall be made
available to serve as underlying investment media for Variable Annuity Contracts
("Contracts") to be issued by the Company.

1.     Establishment of Account.
       ------------------------

       The Company represents that it has established Variable Annuity Account B
       and may establish such other accounts as may be set forth in Schedule A
       attached hereto (as may be amended from time to time with the mutual
       consent of the parties hereto) (the "Accounts"), each of which is a
       separate account registered under the Investment Company Act of 1940
       (except for such accounts for which no registration is required), to
       serve as investment vehicles for the Contracts. Each Contract provides
       for the allocation of net amounts received by the Company to an Account
       for investment in the shares of one of more specified open-end management
       investment companies available through that Account as underlying
       investment media. Selection of a particular investment management company
       and changes therein from time to time are made by the participant or
       Contract owner, as applicable under a particular Contract.

2.     Pricing Information; Orders; Settlement.
       ---------------------------------------

          (a)  Each Fund will make shares available to be purchased by the
               Company, and will accept redemption orders from the Company, on
               behalf of each Account at the net asset value applicable to each
               order on those days on which the Fund calculates its net asset
               value (a "Business Day"). Fund shares shall be purchased and
               redeemed in such quantity and at such times as determined by the
               Company to be necessary to meet the requirements of those
               Contracts for which the Fund serves as underlying investment
               media, provided, however, that the Board of Directors of the Fund
               (hereinafter the "Directors") may, upon reasonable notice to the
               Company, refuse to sell shares of any Fund to any 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 or is, in the sole discretion of the Directors
               acting in good faith and in light of their fiduciary duties under
               federal and/or any applicable state laws, necessary in the best
               interests of the shareholders of such Fund.

          (b)  Each Fund will provide to the Company closing net asset value,
               dividend and capital gain information at the close of trading
               each day that the New York Stock Exchange (the "Exchange") is
               open (each such day a "Business Day"), and in no event later than

<PAGE>

               6:30 p.m. eastern time on such Business Day. The Company will
               send via facsimile or electronic transmission to each Fund or its
               specified agent orders to purchase and/or redeem Fund shares by
               9:30 a.m. eastern time the following business day. Payment for
               net purchases will be wired by the Company to an account
               designated by the Fund.

          (c)  Each Fund hereby appoints the Company as its agent for the
               limited purpose of accepting purchase and redemption orders for
               Fund shares relating to the Contracts from Contract owners.
               Orders from Contract owners received by the Company, acting as
               agent for the Fund, from any distributor of the Contracts
               (including affiliates of the Company), prior to the close of the
               Exchange on any given business day will be executed by the Fund
               at the net asset value determined as of the close of the Exchange
               on such Business Day, provided that the Fund receives written (or
               facsimile) notice of such order by 9:30 a.m. eastern time on the
               next following Business Day. Any orders received by the Company
               acting as agent on such day but after the close of the Exchange
               will be executed by the Fund at the net asset value determined as
               of the close of the Exchange on the next business day following
               the day of receipt of such order, provided that the Fund receives
               written (or facsimile) notice of such order by 9:30 a.m. eastern
               time within two days following the day of receipt of such order.

          (d)  Payments for net redemptions of shares of a Fund will be wired by
               the Fund to an account designated by the Company. Payments for
               net purchases of the Fund will be wired by the Company to an
               account designated by the Fund on the same Business Day the
               Company places an order to purchase Fund shares. Payments shall
               be in federal funds transmitted by wire.

          (e)  Each party has the right to rely on information or confirmations
               provided by the other party (or by any affiliate of the other
               party), and shall not be liable in the event that an error is a
               result of any misinformation supplied by the other party. The
               Company shall assume responsibility as herein described for any
               loss to a Fund caused by a cancellation or correction made to an
               Instruction by a Contract owner or person authorized to act on
               his or her behalf subsequent to the date as of which such
               Instruction has been received by the Company and originally
               relayed to Aeltus, and the Company will immediately pay such loss
               to such Fund upon the Company's receipt of written notification,
               with supporting data. Aeltus shall indemnify and hold the Company
               harmless, from the effective date of this Agreement, against any
               amount the Company is required to pay to a Contract owner due to:
               (i) an incorrect calculation of a Fund's daily net asset value,
               dividend rate, or capital gains distribution rate or (ii)
               incorrect or unreasonably late reporting of the daily net asset
               value deemed material in accordance with the Fund's error
               correction policy, dividend rate, or capital gain distribution
               rate, upon written notification by the Company, with supporting
               data, to Aeltus.

          (f)  The Company agrees to purchase and redeem the shares of the Funds
               named in this Agreement or in Schedule B hereof in accordance
               with the provisions of each Fund's

                                       2

<PAGE>

               then-current prospectus and statement of additional
               information. The Company shall not permit any person other than a
               Contract owner or person authorized to act on his or her behalf
               to give instructions to the Company which would require the
               Company to redeem or exchange shares of a Fund. This provision
               shall not be construed to prohibit the Company from substituting
               shares of another fund, as permitted by law.

3.     Expenses.
       --------

          (a)  Except as otherwise provided in this Agreement, all expenses
               incident to the performance by each respective Fund under this
               Agreement shall be paid by that Fund, including the cost of
               registration of its shares with the Securities and Exchange
               Commission (the "SEC") and in states where required. All expenses
               incident to performance by each party of its respective duties
               under this Agreement shall be paid by that party, unless
               otherwise specified in this Agreement.

          (b)  The Funds or the Adviser shall provide to the Company periodic
               fund reports to shareholders and other materials that are
               required by law to be sent to Contract owners. In addition, the
               Funds or the Adviser shall provide the Company with a sufficient
               quantity of prospectuses, statements of additional information
               and any supplements to any of these materials, to be used in
               connection with the offerings and transactions contemplated by
               this Agreement. In addition, the Funds shall provide the Company
               with a sufficient quantity of proxy material that is required to
               be sent to Contract owners. The Adviser shall be permitted to
               review and approve the typeset form of such material prior to
               such printing provided such material has been provided by the
               Adviser to the Company within a reasonable period of time prior
               to typesetting.

          (c)  In lieu of the Funds' or Adviser's providing printed copies of
               prospectuses, statements of additional information and any
               supplements to any of these materials, and periodic fund reports
               to shareholders, the Company shall have the right to request that
               the Funds transmit a copy of such materials in an electronic
               format, which the Company may use to have such materials printed
               together with similar materials of other Account funding media
               that the Company or any distributor will distribute to existing
               or prospective Contract owners.

4.     Representations.
       ---------------

       The Company agrees that it and its agents shall not, without the written
       consent of a Fund or the Adviser, make representations concerning the
       Fund, or its shares except those contained in the then current
       prospectuses and in current printed sales literature approved by or
       deemed approved by the Fund or the Adviser.

                                       3

<PAGE>

5.     Termination.
       -----------

       This agreement shall terminate as to the sale and issuance of new
Contracts:

          (a)  at the option of either the Company, the Adviser or with respect
               to any Fund, upon sixty days advance written notice to the other
               parties;

          (b)  at the option of the Company, upon one week advance written
               notice to the Adviser and to any Fund, if Fund shares are not
               available for any reason to meet the requirement of Contracts as
               determined by the Company. Reasonable advance notice of election
               to terminate shall be furnished by the Company;

          (c)  at the option of either the Company, the Adviser or any Fund,
               immediately upon institution of formal proceedings against the
               broker-dealer or broker-dealers marketing the Contracts, the
               Account, the Company, the Fund or the Adviser by the National
               Association of Securities Dealers, Inc. (the "NASD"), the SEC or
               any other regulatory body;

          (d)  upon the determination of the Accounts to substitute for the
               shares of a Fund the shares of another investment company in
               accordance with the terms of the applicable Contracts. The
               Company will give sixty days written notice to the Fund and the
               Adviser of any decision to replace the shares of that Fund;

          (e)  upon assignment of this Agreement, unless made with the written
               consent of all other parties hereto;

          (f)  if shares of a Fund are not registered, issued or sold in
               conformance with Federal law or such law precludes the use of
               such shares as an underlying investment medium for Contracts
               issued or to be issued by the Company. Prompt notice shall be
               given by the appropriate party should such situation occur.

6.     Continuation of Agreement.
       -------------------------

       Termination as the result of any cause listed in Section 5 shall not
       affect the Funds' obligation to furnish shares to Contracts then in force
       for which such shares serve or may serve as the underlying medium unless
       such further sale of Fund shares is prohibited by law or the SEC or other
       regulatory body.

7.     Advertising Materials; Filed Documents.
       --------------------------------------

          (a)  Advertising and sales literature with respect to any Fund
               prepared by the Company or its agents for use in marketing its
               Contracts will be submitted to that Fund or its designee for
               review before such material is submitted to any regulatory body
               for review. No such material shall be used if the Fund or its
               designee reasonably objects

                                       4

<PAGE>

               to such use in writing, transmitted by facsimile within two
               business days after receipt of such material.

          (b)  Each Fund will provide additional copies of its financials as
               soon as available to the Company and at least one complete copy
               of all registration statements, prospectuses, statements of
               additional information, annual and semi-annual reports, proxy
               statements and all amendments or supplements to any of the above
               that relate to the Fund promptly after the filing of such
               document with the SEC or other regulatory authorities. At the
               Adviser's request, the Company will provide to the Adviser at
               least one complete copy of all registration statements,
               prospectuses, statements of additional information, annual and
               semi-annual reports, proxy statements, and all amendments or
               supplements to any of the above that relate to the Accounts
               promptly after the filing of such document with the SEC or other
               regulatory authority.

          (c)  Each Fund or the Adviser will provide via Excel spreadsheet
               diskette format or in electronic transmission to the Company at
               least quarterly portfolio information necessary to update Fund
               profiles within seven business days following the end of each
               quarter.

8.     Proxy Voting.
       ------------

          (a)  The Company shall provide pass-through voting privileges on
               shares of a Fund held by the separate accounts to all Contract
               owners.

          (b)  The Company will distribute to Contract owners all proxy material
               furnished by any Fund and will vote shares of the Fund in
               accordance with instructions received from such Contract owners.
               The Company and its agents shall not oppose or interfere with the
               solicitation of proxies for shares of a Fund held for such
               Contract owners.

9.     Indemnification.
       ---------------

          (a)  The Company agrees to indemnify and hold harmless each Fund and
               the Adviser, and their directors, officers, employees, agents and
               each person, if any, who controls any Fund or its Adviser within
               the meaning of the Securities Act of 1933 (the "1933 Act")
               against any losses, claims, damages or liabilities to which the
               Fund or any such director, officer, employee, agent, or
               controlling person may become subject, under the 1933 Act or
               otherwise, insofar as such losses, claims, damages, or
               liabilities (or actions in respect thereof) arise out of or are
               based upon any untrue statement or alleged untrue statement of
               any material fact contained in the Registration Statement,
               prospectus or sales literature of the Company 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, or arise
               out of or as a result of conduct, statements or representations
               (other than statements or representations contained in the
               prospectuses or sales literature of the Fund) of the Company or
               its agents, with respect to the sale and distribution of
               Contracts for which

                                       5

<PAGE>

               shares of the Fund are the underlying
               investment. The Company will reimburse any legal or other
               expenses reasonably incurred by a Fund or any such director,
               officer, employee, agent, investment adviser, or controlling
               person in connection with investigating or defending any such
               loss, claim, damage, liability or action; provided, however, that
               the Company will not be liable in any such case to the extent
               -------- ------- that any such loss, claim, damage or liability
               arises out of or is based upon (i) an untrue statement or
               omission or alleged omission made in such Registration Statement
               or prospectus in conformity with written materials furnished to
               the Company by the Fund specifically for use therein or (ii) the
               willful misfeasance, bad faith, or gross negligence by the Fund
               or Adviser in the performance of their duties or the Fund's or
               Adviser's reckless disregard of obligations or duties under this
               Agreement or to the Company, whichever is applicable. This
               indemnity agreement will be in addition to any liability which
               the Company may otherwise have.

          (b)  Each Fund and the Adviser agree to indemnify and hold harmless
               the Company and its directors, officers, employees, agents and
               each person, if any, who controls the Company within the meaning
               of the 1933 Act against any losses, claims, damages or
               liabilities to which the Company or any such director, officer,
               employee, agent or controlling person may become subject, under
               the 1933 Act or otherwise, insofar as such losses, claims,
               damages or liabilities (or actions in respect thereof) arise out
               of or are based upon any untrue statement or alleged untrue
               statement of any material fact contained in the Registration
               Statement, prospectuses or sales literature of the Fund 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
               material fact required to be stated therein or necessary to make
               the statements therein not misleading. Each Fund, as appropriate,
               will reimburse any legal or other expenses reasonably incurred by
               the Company or any such director, officer, employee, agent, or
               controlling person in connection with investigating or defending
               any such loss, claim, damage, liability or action; provided,
               however, that the Fund will not be liable in any such case to the
               -------- ------- extent that any such loss, claim, damage or
               liability arises out of or is based upon an untrue statement or
               omission or alleged omission made in such Registration Statement
               or prospectuses which are in conformity with written materials
               furnished to the Fund by the Company specifically for use
               therein.

          (c)  Promptly after receipt by an indemnified party hereunder of
               notice of the commencement of action, such indemnified party
               will, if a claim in respect thereof is to be made against the
               indemnifying party hereunder, notify the indemnifying party of
               the commencement thereof; but the omission so to notify the
               indemnifying party will not relieve it from any liability which
               it may have to any indemnified party otherwise than under this
               Section 9. In case any such action is brought against any
               indemnified party, and it notifies the indemnifying party of the
               commencement thereof, the indemnifying party will be entitled to
               participate therein and, to the extent that it may wish to,
               assume the defense thereof, with counsel satisfactory to such
               indemnified party, and after notice from the indemnifying party
               to such indemnified party of its election to assume the defense
               thereof, the indemnifying party will not be liable to

                                       6

<PAGE>

               such indemnified party under this Section 9 for any legal or
               other expenses subsequently incurred by such indemnified party in
               connection with the defense thereof other than reasonable costs
               of investigation.

10.    Miscellaneous.
       -------------

          (a)  Amendment and Waiver. Neither this Agreement, nor any provision
               hereof, may be amended, waived, discharged or terminated orally,
               but only by an instrument in writing signed by all parties
               hereto.

          (b)  Notices. All notices and other communications hereunder shall be
               given or made in writing and shall be delivered personally, or
               sent by telex, facsimile or registered or certified mail, postage
               prepaid, return receipt requested, or recognized overnight
               courier service to the party or parties to whom they are directed
               at the following addresses, or at such other addresses as may be
               designated by notice from such party to all other parties.

        To the Company:                      To the Adviser:

        Golden American Life Insurance       Aeltus Investment Management, Inc.
           Company                           10 State House Square, SH11
        1475 Dunwoody Drive                  Hartford, Connecticut 06103-3602
        West Chester, PA 19380

        Attn: Attn:  Chief Compliance
                     Officer

       To any Fund:

              10 State House Square, SH14
              Hartford, Connecticut 06103-3602

              Attn:  President

       Any notice, demand or other communication given in a manner prescribed in
       this subsection (b) shall be deemed to have been delivered on receipt.

          (c)  Successors and Assigns. This Agreement shall be binding upon and
               inure to the benefit of the parties hereto and their respective
               permitted successors and assigns.

          (d)  Counterparts. This Agreement may be executed in any number of
               counterparts, all of which taken together shall constitute one
               agreement, and any party hereto may execute this Agreement by
               signing any such counterpart.

                                       7

<PAGE>

          (e)  Severability. In case any one or more of the provisions contained
               in this Agreement should be invalid, illegal or unenforceable in
               any respect, the validity, legality and enforceability of the
               remaining provisions contained herein shall not in any way be
               affected or impaired thereby.

          (f)  Entire Agreement. This Agreement constitutes the entire
               agreements and understanding between the parties ----------------
               hereto and supersedes all prior agreement and understandings
               relating to the subject matter hereof.

          (g)  Governing Law. This Agreement shall be governed and interpreted
               in accordance with the laws of the State of -------------
               Connecticut.

          (h)  Non-Exclusive Agreement. It is understood by the parties that
               this Agreement is not an exclusive arrangement
               ----------------------- in any respect.

          (i)  Confidentiality. The terms of this Agreement and the Schedules
               thereto will be held confidential by each party except to the
               extent that either party or its counsel may deem it necessary to
               disclose such terms.

       IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers effective as of the day of,2001.

         GOLDEN AMERICAN LIFE INSURANCE COMPANY


         By: Myles R. Tashman
            -----------------------------

         Name: /s/Myles R. Tashman
              ---------------------------

         Title: Executive Vice President
               --------------------------


                                       8

<PAGE>

         AETNA VARIABLE FUND
         AETNA VARIABLE ENCORE FUND
         AETNA INCOME SHARES
         AETNA BALANCED VP, INC.
         AETNA GET FUND
            AETNA VARIABLE PORTFOLIOS, INC.

         By: Stephanie A. DeSisto
            ---------------------------

         Name: /s/Stephanie A. DeSisto
              -------------------------

         Title: Treasurer
               ------------------------


       AELTUS INVESTMENT MANAGEMENT, INC.

         By: J. Scott Fox
            ---------------------------

         Name: /s/J. Scott Fox
              -------------------------

         Title: President
               ------------------------

                                       9

<PAGE>

                                   SCHEDULE A

               (For any future separate accounts - See Section 1)



<PAGE>


                                   SCHEDULE B

                               AETNA VARIABLE FUND
                               -------------------
                        d/b/a Aetna Growth and Income VP
                        --------------------------------

                           AETNA VARIABLE ENCORE FUND
                           --------------------------
                           d/b/a Aetna Money Market VP
                           ---------------------------

                               AETNA INCOME SHARES
                               -------------------
                               d/b/a/Aetna Bond VP
                           ---------------------------

                             AETNA BALANCED VP, INC.
                             -----------------------
                                 AETNA GET FUND
                                 --------------
                       Series N and all subsequent series

                         AETNA VARIABLE PORTFOLIOS, INC.
                         -------------------------------
                                 Aetna Growth VP

                             Aetna Small Company VP

                          Aetna Index Plus Large Cap VP

                             Aetna International VP

                               Aetna Technology VP

                           Aetna Value Opportunity VP

                           Aetna Index Plus Mid Cap VP

Aetna Index Plus Small Cap VP