PARTICIPATION AGREEMENT

                                      Among

                       VARIABLE INSURANCE PRODUCTS FUNDS,
                        ---------------------------------

                        FIDELITY DISTRIBUTORS CORPORATION

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

                THIS AGREEMENT, made and entered into as of the 20th day of
July, 2001 by and among GOLDEN AMERICAN LIFE INSURANCE COMPANY, (hereinafter the
"Company"), a Delaware corporation, on its own behalf and on behalf of each
segregated asset account of the Company set forth on Schedule A hereto as may be
amended from time to time (each such account hereinafter referred to as the
"Account"); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the
"Underwriter"), a Massachusetts corporation; and each of VARIABLE INSURANCE
PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II and VARIABLE INSURANCE
PRODUCTS FUND III, each an unincorporated business trust organized under the
laws of the Commonwealth of Massachusetts (each referred to hereinafter as the
"Fund").

RECITALS
========

                WHEREAS, each Fund engages in business as an open-end 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 Fund and the Underwriter (hereinafter "Participating Insurance
Companies"); and

                WHEREAS, the beneficial interest in each Fund is divided into
several series of shares, each representing the interest in a particular managed
portfolio of securities and other assets, any one or more of which may be made
available under this Agreement, as may be amended from time to time by mutual
agreement of the parties hereto (each such series hereinafter referred to as a
"Portfolio"); and

                WHEREAS, each Fund has obtained an order from the Securities and
Exchange Commission, dated October 15, 1985 (File No. 812-6102) or September 17,
1986 (File No. 812-6422), granting Participating Insurance Companies and
variable annuity and variable life insurance separate accounts exemptions from
the provisions of sections 9(a), 13(a), 15(a), and

                                       1
<PAGE>

15(b) of the Investment Company Act of 1940, as amended, (hereinafter 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 Fund to be sold to and held by variable
annuity and variable life insurance separate accounts of both affiliated and
unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive
Order"); and

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

                WHEREAS, Fidelity Management & Research Company (the "Adviser")
is duly registered as an investment adviser under the federal Investment
Advisers Act of 1940 and any applicable state securities law; and

                WHEREAS, the variable life insurance and/or variable annuity
products identified on Schedule A hereto ("Contracts") have been or will be
registered by the Company under the 1933 Act, unless such Contracts are exempt
from registration thereunder; and

                WHEREAS, each Account is a duly organized, validly existing
segregated asset 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 the aforesaid Contracts; and

                WHEREAS, the Company has registered or will register each
Account as a unit investment trust under the 1940 Act, unless such Account is
exempt from registration thereunder; and

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

                WHEREAS, to the extent permitted by applicable insurance laws
and regulations, the Company intends to purchase shares in the Portfolios on
behalf of each Account to fund certain of the aforesaid Contracts and the
Underwriter is authorized to sell such shares to each Account at net asset
value;

                                       2
<PAGE>

AGREEMENT
=========

                NOW, THEREFORE, in consideration of their mutual promises, the
Company, the Underwriter and each Fund agree as follows:

                          ARTICLE A. Form of Agreement
                                     -----------------

                Although the parties have executed this Agreement in the form of
a Master Participation Agreement for administrative convenience, this Agreement
shall create a separate participation agreement for each Fund, as though the
Company and the Distributor had executed a separate, identical form of
participation agreement with each Fund. No rights, responsibilities or
liabilities of any Fund shall be attributed to any other Fund.

                         ARTICLE I. Sale of Fund Shares
                                    -------------------

                1.1. The Underwriter agrees to sell to the Company those shares
of the Fund which each Account orders, executing such orders on a daily basis at
the net asset value next computed after receipt by the Fund or its designee of
the order for the shares of the Fund. For purposes of this Section 1.1, the
Company shall be the designee of the Fund for receipt of such orders from each
Account and receipt by such designee shall constitute receipt by the Fund;
provided that the Fund receives notice of such order by 9:00 a.m. Boston time on
the next following Business Day. Beginning within three months of the effective
date of this Agreement, the Company agrees that all orders for the purchase and
redemption of Fund shares on behalf of the Accounts will be placed by the
Company with the Funds or their transfer agent by electronic transmission.
"Business Day" shall mean any day on which the New York Stock Exchange is open
for trading and on which the Fund calculates its net asset value pursuant to the
rules of the Securities and Exchange Commission.

                1.2. The Fund 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 Fund calculates its net asset value pursuant
to rules of the Securities and Exchange Commission and the Fund shall use
reasonable efforts to calculate such net asset value on each day which the New
York Stock Exchange is open for trading. Notwithstanding the foregoing, the
Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell
shares of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Board
acting in good faith and in light of their fiduciary duties under federal and
any applicable state laws, necessary in the best interests of the shareholders
of such Portfolio.

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

                                       3
<PAGE>

                1.4. The Fund and the Underwriter will not sell Fund shares to
any insurance company or separate account unless an agreement containing
provisions substantially the same as Articles I, III, V, VII and Section 2.5 of
Article II of this Agreement is in effect to govern such sales.

                1.5. The Fund agrees to redeem for cash, on the Company's
request, any full or fractional shares of the Fund held by the Company,
executing such requests on a daily basis at the net asset value next computed
after receipt by the Fund or its designee of the request for redemption. For
purposes of this Section 1.5, the Company shall be the designee of the Fund for
receipt of requests for redemption from each Account and receipt by such
designee shall constitute receipt by the Fund; provided that the Fund receives
notice of such request for redemption on the next following Business Day.

                1.6. The Company agrees that purchases and redemptions of
Portfolio shares offered by the then current prospectus of the Fund shall be
made in accordance with the provisions of such prospectus. The Company agrees
that all net amounts available under the Contracts shall be invested in the
Fund, in such other Funds advised by the Adviser as may be mutually agreed to in
writing by the parties hereto, or in the Company's general account, provided
that such amounts may also be invested in an investment company other than the
Fund if (a) such other investment company, or series thereof, has investment
objectives or policies that are substantially different from the investment
objectives and policies of all the Portfolios of the Fund; or (b) the Company
gives the Fund and the Underwriter 45 days written notice of its intention to
make such other investment company available as a funding vehicle for the
Contracts; or (c) such other investment company was available as a funding
vehicle for the Contracts prior to the date of this Agreement and the Company so
informs the Fund and Underwriter prior to their signing this Agreement (a list
of such funds appearing on Schedule C to this Agreement); or (d) the Fund or
Underwriter consents to the use of such other investment company.

                1.7. The Company shall pay for Fund shares on the next Business
Day after an order to purchase Fund shares is made in accordance with the
provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted
by wire. For purpose of Section 2.10 and 2.11, upon receipt by the Fund of the
federal funds so wired, such funds shall cease to be the responsibility of the
Company and shall become the responsibility of the Fund.

                1.8. Issuance and transfer of the Fund's shares will be by book
entry only. Stock certificates will not be issued to the Company or any Account.
Shares ordered from the Fund will be recorded in an appropriate title for each
Account or the appropriate subaccount of each Account.

                1.9. The Fund shall furnish same day notice (by wire or
telephone, followed by written confirmation) to the Company of any income,
dividends or capital gain distributions payable on the Fund's shares. The
Company hereby elects to receive all such income

                                       4
<PAGE>

dividends and capital gain distributions as are payable on the Portfolio shares
in additional shares of that Portfolio. The Company reserves the right to revoke
this election and to receive all such income dividends and capital gain
distributions in cash. The Fund shall notify the Company of the number of shares
so issued as payment of such dividends and distributions.

                1.10. The Fund shall make the net asset value per share for each
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated (normally by 6:30
p.m. Boston time) and shall use its best efforts to make such net asset value
per share available by 7 p.m. Boston time.

                   ARTICLE II. Representations and Warranties
                               ------------------------------

                2.1. The Company represents and warrants that the Contracts are
or will be registered under the 1933 Act or are exempt from registration
thereunder; that the Contracts will be issued and sold in compliance in all
material respects with all applicable Federal and State laws and that 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 segregated asset account under Title 18 of the
Delaware Insurance Code and that each Account is either registered or exempt
from registration as a unit investment trust in accordance with the provisions
of the 1940 Act to serve as a segregated investment account for the Contracts.

                2.2. The Fund represents and warrants that Fund shares sold
pursuant to this Agreement shall be registered under the 1933 Act, duly
authorized for issuance and sold in compliance with the laws of the State of
Delaware and all applicable federal and state securities laws and that the Fund
is and shall remain registered under the 1940 Act. The Fund 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 Fund 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 Fund or the Underwriter.

                2.3. The Fund represents that it is currently qualified as a
Regulated Investment Company under Subchapter M of the Internal Revenue Code of
1986, as amended, (the "Code") and that it will make every effort to maintain
such qualification (under Subchapter M or any successor or similar provision)
and that it will notify the Company immediately upon having a reasonable basis
for believing that it has ceased to so qualify or that it might not so qualify
in the future.

                2.4. The Company represents that the Contracts are currently
treated as endowment, life insurance or annuity insurance contracts, under
applicable provisions of the Code and that it will make every effort to maintain
such treatment and that it will notify the Fund 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.

                                       5
<PAGE>

                2.5. (a) With respect to Initial Class shares, the Fund
currently does not intend to make any payments to finance distribution expenses
pursuant to Rule 12b-1 under the 1940 Act or otherwise, although it may make
such payments in the future. The Fund has adopted a "no fee" or "defensive" Rule
12b-1 Plan under which it makes no payments for distribution expenses. To the
extent that it decides to finance distribution expenses pursuant to Rule 12b-1,
the Fund undertakes to have a board of trustees, a majority of whom are not
interested persons of the Fund, formulate and approve any plan under Rule 12b-1
to finance distribution expenses.

                      (b)  With respect to Service Class shares and
Service Class 2 shares, the Fund has adopted Rule 12b-1 Plans under
which it makes payments to finance distribution expenses. The Fund represents
and warrants that it has a board of trustees, a majority of whom are not
interested persons of the Fund, which has formulated and approved each of its
Rule 12b-1 Plans to finance distribution expenses of the Fund and that any
changes to the Fund's Rule 12b-1 Plans will be approved by a similarly
constituted board of trustees.

                2.6. The Fund makes 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 except that the Fund represents that the Fund's investment
policies, fees and expenses are and shall at all times remain in compliance with
the laws of the State of Delaware and the Fund and the Underwriter represent
that their respective operations are and shall at all times remain in material
compliance with the laws of the State of Delaware to the extent required to
perform this Agreement.

                2.7. 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 Fund
shares in accordance with the laws of the Commonwealth of Massachusetts and all
applicable state and federal securities laws, including without limitation the
1933 Act, the 1934 Act, and the 1940 Act.

                2.8. The Fund represents that it 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.

                2.9. The Underwriter represents and warrants that the Adviser is
and shall remain duly registered in all material respects under all applicable
federal and state securities laws and that the Adviser shall perform its
obligations for the Fund in compliance in all material respects with the laws of
the Commonwealth of Massachusetts and any applicable state and federal
securities laws.

                2.10. The Fund and Underwriter represent and warrant that all of
their directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or
related provisions as may be

                                       6
<PAGE>

promulgated from time to time. The aforesaid Bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding company.

                2.11. The Company represents and warrants that all of its
directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
covered by a blanket fidelity bond or similar coverage for the benefit of the
Fund, and that said bond is issued by a reputable bonding company, includes
coverage for larceny and embezzlement, and is in an amount not less than $5
million. The Company agrees to make all reasonable efforts to see that this bond
or another bond containing these provisions is always in effect, and agrees to
notify the Fund and the Underwriter in the event that such coverage no longer
applies.

                ARTICLE III.  Prospectuses and Proxy Statements; Voting
                              -----------------------------------------

                      3.1.  The Underwriter shall provide the Company
with as many printed copies of the Fund's current prospectus and
Statement of Additional Information as the Company may reasonably request.
If requested by the Company in lieu thereof, the Fund shall provide
camera-ready film containing the Fund's prospectus and Statement of Additional
Information, and such other assistance as is reasonably necessary in order for
the Company once each year (or more frequently if the prospectus and/or
Statement of Additional Information for the Fund is amended during the year) to
have the prospectus, private offering memorandum or other disclosure document
("Disclosure Document") for the Contracts and the Fund's prospectus printed
together in one document, and to have the Statement of Additional Information
for the Fund and the Statement of Additional Information for the Contracts
printed together in one document. Alternatively, the Company may print the
Fund's prospectus and/or its Statement of Additional Information in combination
with other fund companies' prospectuses and statements of additional
information. Except as provided in the following three sentences, all expenses
of printing and distributing Fund prospectuses and Statements of Additional
Information shall be the expense of the Company. For prospectuses and Statements
of Additional Information provided by the Company to its existing owners of
Contracts in order to update disclosure annually as required by the 1933 Act
and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the
Company chooses to receive camera-ready film in lieu of receiving printed copies
of the Fund's prospectus, the Fund will reimburse the Company in an amount equal
to the product of A and B where A is the number of such prospectuses distributed
to owners of the Contracts, and B is the Fund's per unit cost of typesetting and
printing the Fund's prospectus. The same procedures shall be followed with
respect to the Fund's Statement of Additional Information.

                The Company agrees to provide the Fund or its designee with such
information as may be reasonably requested by the Fund to assure that the Fund's
expenses do not include the cost of printing any prospectuses or Statements of
Additional Information other than those actually distributed to existing owners
of the Contracts.

                                       7
<PAGE>

                3.2. The Fund's prospectus shall state that the Statement of
Additional Information for the Fund is available from the Underwriter or the
Company (or in the Fund's discretion, the Prospectus shall state that such
Statement is available from the Fund).

                3.3. The Fund, at its expense, shall provide the Company with
copies of its proxy statements, reports to shareholders, and other
communications (except for prospectuses and Statements of Additional
Information, which are covered in Section 3.1) to shareholders in such quantity
as the Company shall reasonably require for distributing to Contract owners.

                3.4.  If and to the extent required by law the Company shall:

                      (i)  solicit voting instructions from Contract owners;

                      (ii) vote the Fund shares in accordance with instructions
                           received from Contract owners; and

                      (iii) vote Fund shares for which no instructions have been
                            received in a particular separate account in the
                            same proportion as Fund shares of such portfolio
                            for which instructions have been received in that
                            separate account,

so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to vote Fund shares
held in any segregated asset account in its own right, to the extent permitted
by law. Participating Insurance Companies shall be responsible for assuring that
each of their separate accounts participating in the Fund calculates voting
privileges in a manner consistent with the standards set forth on Schedule B
attached hereto and incorporated herein by this reference, which standards will
also be provided to the other Participating Insurance Companies.

                3.5. The Fund will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular the Fund will either provide
for annual meetings or comply with Section 16(c) of the 1940 Act (although the
Fund 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 Fund 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. The Company shall furnish, or shall cause to be furnished,
to the Fund or its designee, each piece of sales literature or other promotional
material in which the Fund or its investment adviser or the Underwriter is
named, at least fifteen Business Days prior to its use. No such material shall
be used if the Fund or its designee reasonably objects to such use within
fifteen Business Days after receipt of such material.

                                       8
<PAGE>

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

                4.3. The Fund, 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 in which the Company and/or its
separate account(s), is named at least fifteen Business Days prior to its use.
No such material shall be used if the Company or its designee reasonably objects
to such use within fifteen Business Days after receipt of such material.

                4.4. The Fund and the Underwriter shall not 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 Disclosure Document for the Contracts,
as such registration statement or Disclosure Document 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 permission of the Company.

                4.5. The Fund will provide to the Company at least one complete
copy of all registration statements, prospectuses, Statements of Additional
Information, reports, proxy statements, sales literature and other promotional
materials, applications for exemptions, requests for no-action letters, and all
amendments to any of the above, that relate to the Fund or its shares,
contemporaneously with the filing of such document with the Securities and
Exchange Commission or other regulatory authorities.

                4.6. The Company will provide to the Fund at least one complete
copy of all registration statements, Disclosure Documents, Statements of
Additional Information, reports, solicitations for voting instructions, sales
literature and other promotional materials, applications for exemptions,
requests for no action letters, and all amendments to any of the above, that
relate to the Contracts or each Account, contemporaneously with the filing of
such document with the SEC or other regulatory authorities or, if a Contract and
its associated Account are exempt from registration, at the time such documents
are first published.

                4.7. For purposes of this Article IV, the phrase "sales
literature or other promotional material" includes, but is not limited to, any
of the following that refer to the Fund or any affiliate of the Fund:
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,

                                       9
<PAGE>

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 agents or employees, and registration
statements, Disclosure Documents, Statements of Additional Information,
shareholder reports, and proxy materials.

                          ARTICLE V. Fees and Expenses
                                     -----------------

                5.1. The Fund and Underwriter shall pay no fee or other
compensation to the Company under this agreement, except that if the Fund or any
Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance
distribution expenses, then the Underwriter may make payments to the Company or
to the underwriter for the Contracts if and in amounts agreed to by the
Underwriter in writing and such payments will be made out of existing fees
otherwise payable to the Underwriter, past profits of the Underwriter or other
resources available to the Underwriter. No such payments shall be made directly
by the Fund.

                5.2. All expenses incident to performance by the Fund under this
Agreement shall be paid by the Fund. The Fund shall see to it that all its
shares are registered and authorized for issuance in accordance with applicable
federal law and, if and to the extent deemed advisable by the Fund, in
accordance with applicable state laws prior to their sale. The Fund shall bear
the expenses for the cost of registration and qualification of the Fund's
shares, preparation and filing of the Fund's prospectus and registration
statement, proxy materials and reports, setting the prospectus in type, setting
in type and printing the proxy materials and reports to shareholders (including
the costs of printing a prospectus that constitutes an annual report), the
preparation of all statements and notices required by any federal or state law,
and all taxes on the issuance or transfer of the Fund's shares.

                5.3. The Company shall bear the expenses of distributing the
Fund's prospectus and reports to owners of Contracts issued by the Company. The
Fund shall bear the costs of soliciting Fund proxies from Contract owners,
including the costs of mailing proxy materials and tabulating proxy voting
instructions, not to exceed the costs charged by any service provider engaged by
the Fund for this purpose. The Fund and the Underwriter shall not be responsible
for the costs of any proxy solicitations other than proxies sponsored by the
Fund.

                           ARTICLE VI. Diversification
                                       ---------------

                6.1. The Fund will at all times invest money from the Contracts
in such a manner as to ensure that the Contracts will be treated as variable
contracts under the Code and the regulations issued thereunder. Without limiting
the scope of the foregoing, the Fund will at all times comply with Section
817(h) of the Code and Treasury Regulation 1.817-5, relating to the
diversification requirements for variable annuity, endowment, or life insurance
contracts and any amendments or other modifications to such Section or
Regulations. In the event of a breach of this Article VI by the Fund, it will
take all reasonable steps (a) to notify Company of such breach

                                       10
<PAGE>

and (b) to adequately diversify the Fund so as to achieve compliance within the
grace period afforded by Regulation 1.817-5.

                        ARTICLE VII. Potential Conflicts
                                     -------------------

                7.1. The Board will monitor the Fund for the existence of any
material irreconcilable conflict between the interests of the contract owners of
all separate accounts investing in the Fund. An irreconcilable material 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 laws 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 Portfolio 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 Board shall promptly inform the Company if
it determines that an irreconcilable material conflict exists and the
implications thereof.

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

                7.3. If it is determined by a majority of the Board, or a
majority of its disinterested trustees, that a material irreconcilable conflict
exists, the Company and other Participating Insurance Companies shall, at their
expense and to the extent reasonably practicable (as determined by a majority of
the disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1),
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, 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.

                7.4. 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 Fund's election, to withdraw the affected
Account's investment in the Fund and terminate this Agreement with

                                       11
<PAGE>

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 members of the Board.
Any such withdrawal and termination must take place within six (6) months after
the Fund gives written notice that this provision is being implemented, and
until the end of that six month period the Underwriter and Fund shall continue
to accept and implement orders by the Company for the purchase (and redemption)
of shares of the Fund.

                7.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to the Company
conflicts with the majority of other state regulators, then the Company will
withdraw the affected Account's investment in the Fund and terminate this
Agreement with respect to such Account within six months after the Board informs
the Company in writing that it has determined that such decision has created an
irreconcilable material conflict; 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 members
of the Board. Until the end of the foregoing six month period, the Underwriter
and Fund shall continue to accept and implement orders by the Company for the
purchase (and redemption) of shares of the Fund.

                7.6. For purposes of Sections 7.3 through 7.6 of this Agreement,
a majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to establish a new
funding medium for the Contracts if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the Board determines that
any proposed action does not adequately remedy any irreconcilable material
conflict, then the Company will withdraw the Account's investment in the Fund
and terminate this Agreement within six (6) months after the Board informs 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 members of the Board.

                7.7. 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 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 Fund 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, 7.1, 7.2, 7.3, 7.4, and 7.5 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.

                                       12
<PAGE>

                          ARTICLE VIII. Indemnification
                                        ---------------

                8.1.  Indemnification By The Company

                8.1(a). The Company agrees to indemnify and hold harmless the
Fund and each trustee of the Board and officers and each person, if any, who
controls the Fund within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.1)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Company) or litigation (including
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, or investment in, the
Fund's shares or the Contracts and:

                      (i) arise out of or are based upon any untrue statements
                or alleged untrue statements of any material fact contained in
                the Disclosure Documents 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 Fund for use in any Disclosure Document relating
                to 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 Fund shares; or

                      (ii) arise out of or as a result of statements or
                representations (other than statements or representations
                contained in the registration statement, prospectus or sales
                literature of the Fund 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 Fund 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 Fund 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 and in conformity with information furnished to the Fund by
                or on behalf of the Company; or

                      (iv) arise as a result of any failure by the Company to
                provide the services and furnish the materials under the terms
                of this Agreement; or

                                       13
<PAGE>

                      (v) arise out of or result from any material breach of any
                representation and/or warranty made by the Company in this
                Agreement or arise out of or result from any other material
                breach of this Agreement by the Company,

as limited by and in accordance with the provisions of Sections 8.1(b) and
8.1(c) hereof.

                 8.1(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 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 or duties
under this Agreement or to the Fund, whichever is applicable.

                 8.1(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), 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 party
named in the action. After notice from the Company to such 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 party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of investigation.

                 8.1(d). The Indemnified Parties will promptly notify the
Company of the commencement of any litigation or proceedings against them in
connection with the issuance or sale of the Fund Shares or the Contracts or the
operation of the Fund.

                8.2.  Indemnification by the Underwriter
                      ----------------------------------

                8.2(a). The Underwriter agrees to indemnify and hold harmless
the Company and each of its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Underwriter) or litigation
(including 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, or investment in, the
Fund's shares or the Contracts and:

                                       14
<PAGE>

                      (i)  arise out of or are based upon any untrue statement
                           or alleged untrue statement of any material fact
                           contained in the registration statement or prospectus
                           or sales literature of the Fund (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 Fund by or on behalf of the Company
                           for use in the registration statement or prospectus
                           for the Fund or in sales literature (or any amendment
                           or supplement) or otherwise for use in connection
                           with the sale of the Contracts or Fund shares; or

                      (ii) arise out of or as a result of statements or
                           representations (other than statements or
                           representations contained in the Registration
                           Statement, prospectus or sales literature for the
                           Contracts not supplied by the Underwriter or persons
                           under its control) or wrongful conduct of the Fund,
                           Adviser or Underwriter or persons under their
                           control, with respect to the sale or distribution of
                           the Contracts or Fund shares; or

                      (iii)arise out of any untrue statement or alleged untrue
                           statement of a material fact contained in a
                           Disclosure Document 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 and in conformity with
                           information furnished to the Company by or on behalf
                           of the Fund; or

                      (iv) arise as a result of any failure by the Fund to
                           provide the services and furnish the materials under
                           the terms of this Agreement (including a failure,
                           whether unintentional or in good faith or otherwise,
                           to comply with the diversification requirements
                           specified in Article VI of this Agreement); or

                      (v)  arise out of or result from any material breach of
                           any representation and/or warranty made by the
                           Underwriter in this Agreement or arise out of or
                           result from any other material breach of this
                           Agreement by the Underwriter;

as limited by and in accordance with the provisions of Sections 8.2(b) and
8.2(c) hereof.

                                       15
<PAGE>

                8.2(b). The Underwriter shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation to which an Indemnified Party would otherwise be
subject by reason of 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.

                8.2(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), 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 party named in the action. After notice from the Underwriter to such 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 party under this Agreement for
any legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.

                8.2(d). The Company agrees promptly to notify the Underwriter 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.

                8.3.  Indemnification By the Fund
                      ---------------------------

                8.3(a). The Fund agrees to indemnify and hold harmless the
Company, and each of its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.3)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Fund) or litigation (including
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
result from the gross negligence, bad faith or willful misconduct of the Board
or any member thereof, are related to the operations of the Fund and:

                      (i)  arise as a result of any failure by the Fund to
                           provide the services and furnish the materials under
                           the terms of this Agreement (including a failure to
                           comply with the diversification requirements
                           specified in Article VI of this Agreement);or

                                       16
<PAGE>

                      (ii) arise out of or result from any material breach of
                           any representation and/or warranty made by the Fund
                           in this Agreement or arise out of or result from any
                           other material breach of this Agreement by the Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.

                8.3(b). The Fund 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
the Company, the Fund, the Underwriter or each Account, whichever is applicable.

                8.3(c). The Fund 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 Fund 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), but failure to notify the Fund of any
such claim shall not relieve the Fund 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 Fund will be entitled to participate, at
its own expense, in the defense thereof. The Fund also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Fund to such party of the Fund'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 Fund will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

                8.3(d). The Company and the Underwriter agree promptly to notify
the Fund of the commencement of any litigation or proceedings against it or any
of its respective officers or directors in connection with this Agreement, the
issuance or sale of the Contracts, with respect to the operation of either
Account, or the sale or acquisition of shares of the Fund.

                           ARTICLE IX. Applicable Law
                                       --------------

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

                9.2. 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.

                                       17
<PAGE>

                             ARTICLE X. Termination
                                        -----------

              10.1.     This Agreement shall continue in full force and effect
until the first to occur of:

               (a)    termination by any party for any reason by sixty (60) days
                      advance written notice delivered to the other parties; or

               (b)    termination by the Company by written notice to the Fund
                      and the Underwriter with respect to any Portfolio based
                      upon the Company's determination that shares of such
                      Portfolio are not reasonably available to meet the
                      requirements of the Contracts; or

               (c)    termination by the Company by written notice to the Fund
                      and the Underwriter with respect to any Portfolio in the
                      event any of the Portfolio's shares are not registered,
                      issued or sold in accordance with applicable state and/or
                      federal law or such law precludes the use of such shares
                      as the underlying investment media of the Contracts issued
                      or to be issued by the Company; or

               (d)    termination by the Company by written notice to the Fund
                      and the Underwriter with respect to any Portfolio in the
                      event that such Portfolio ceases to qualify as a Regulated
                      Investment Company under Subchapter M of the Code or under
                      any successor or similar provision, or if the Company
                      reasonably believes that the Fund may fail to so qualify;
                      or

               (e)    termination by the Company by written notice to the Fund
                      and the Underwriter with respect to any Portfolio in the
                      event that such Portfolio fails to meet the
                      diversification requirements specified in Article VI
                      hereof; or

               (f)    termination by either the Fund or the Underwriter by
                      written notice to the Company, if either one or both of
                      the Fund or the Underwriter respectively, shall determine,
                      in their sole judgment exercised in good faith, that the
                      Company and/or its affiliated companies has suffered a
                      material adverse change in its business, operations,
                      financial condition or prospects since the date of this
                      Agreement or is the subject of material adverse publicity;
                      or

               (g)    termination by the Company by written notice to the Fund
                      and the Underwriter, if the Company shall determine, in
                      its sole judgment exercised in good faith, that either the
                      Fund or the Underwriter has suffered a material adverse
                      change in its business, operations, financial condition or
                      prospects since the date of this Agreement or is the
                      subject of material adverse publicity; or

                                       18
<PAGE>

               (h)    termination by the Fund or the Underwriter by written
                      notice to the Company, if the Company gives the Fund and
                      the Underwriter the written notice specified in Section
                      1.6(b) hereof and at the time such notice was given there
                      was no notice of termination outstanding under any other
                      provision of this Agreement; provided, however any
                      termination under this Section 10.1(h) shall be effective
                      forty five (45) days after the notice specified in Section
                      1.6(b) was given.

                10.2. Notwithstanding any termination of this Agreement, the
Fund and the Underwriter shall at the option of the Company, continue to make
available additional shares of the Fund 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, the owners of the Existing Contracts shall be
permitted to reallocate investments in the Fund, redeem investments in the Fund
and/or invest in the Fund upon the making of additional purchase payments under
the Existing Contracts. The parties agree that this Section 10.2 shall not apply
to any terminations under Article VII and the effect of such Article VII
terminations shall be governed by Article VII of this Agreement.

                10.3. The provisions of Articles II (Representations and
Warranties), VIII (Indemnification), IX (Applicable Law) and XII (Miscellaneous)
shall survive termination of this Agreement. In addition, all other applicable
provisions of this Agreement shall survive termination as long as shares of the
Fund are held on behalf of Contract owners in accordance with section 10.2,
except that the Fund and Underwriter shall have no further obligation to make
Fund shares available in Contracts issued after termination.

                10.4. The Company shall not redeem Fund shares attributable to
the Contracts (as opposed to Fund shares attributable to the Company's assets
held in the Account) except (i) as necessary to implement Contract Owner
initiated or approved 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") or (iii) as
permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon
request, the Company will promptly furnish to the Fund and the Underwriter the
opinion of counsel for the Company (which counsel shall be reasonably
satisfactory to the Fund and the Underwriter) 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, the Company
shall not prevent Contract Owners from allocating payments to a Portfolio that
was otherwise available under the Contracts without first giving the Fund or the
Underwriter 90 days notice of its intention to do so.

                               ARTICLE XI. 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 Fund:
                      82 Devonshire Street


                                       19
<PAGE>

                      Boston, Massachusetts  02109
                      Attention:  Treasurer

                If to the Company:
                      Golden American Life Insurance Company
                      1475 Dunwoody Dr
                      West Chester, PA  19380
                      Attention: Myles R. Tashman, Executive Vice President

                If to the Underwriter:
                      82 Devonshire Street
                      Boston, Massachusetts  02109
                      Attention:  Treasurer

                           ARTICLE XII. Miscellaneous
                                        -------------

                12.1 All persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims against the Fund as
neither the Board, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of the Fund.

                12.2 Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party.

                12.3 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.

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

                12.5 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.

                12.6 Each party hereto shall cooperate with each other party and
all appropriate governmental authorities (including without limitation the SEC,
the NASD and state insurance regulators) and shall permit 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.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the California Insurance Commissioner with any information or
reports in connection with services provided under this Agreement which such
Commissioner may request

                                       20
<PAGE>

in order to ascertain whether the insurance operations
of the Company are being conducted in a manner consistent with the California
Insurance Regulations and any other applicable law or regulations.

                12.7 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.

                12.8. This Agreement or any of the rights and obligations
hereunder may not be assigned by any party without the prior written consent of
all parties hereto; provided, however, that the Underwriter may assign this
Agreement or any rights or obligations hereunder to any affiliate of or company
under common control with the Underwriter, if such assignee is duly licensed and
registered to perform the obligations of the Underwriter under this Agreement.
The Company shall promptly notify the Fund and the Underwriter of any change in
control of the Company.

                12.9.  The Company shall furnish, or shall cause to be
furnished, to the Fund or its designee copies of the following reports:

                      (a)     the Company's annual statement (prepared under
                              statutory accounting principles) and annual report
                              (prepared under generally accepted accounting
                              principles ("GAAP"), if any), as soon as practical
                              and in any event within 90 days after the end of
                              each fiscal year;

                      (b)     the Company's quarterly statements (statutory)
                              (and GAAP, if any), as soon as practical and in
                              any event within 45 days after the end of each
                              quarterly period:

                      (c)     any financial statement, proxy statement, notice
                              or report of the Company sent to stockholders
                              and/or policyholders, as soon as practical after
                              the delivery thereof to stockholders;

                      (d)     any registration statement (without exhibits) and
                              financial reports of the Company filed with the
                              Securities and Exchange Commission or any state
                              insurance regulator, as soon as practical after
                              the filing thereof;

                      (e)     any other report submitted to the Company by
                              independent accountants in connection with any
                              annual, interim or special audit made by them of
                              the books of the Company, as soon as practical
                              after the receipt thereof.

                                       21
<PAGE>

         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.

               GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

               Name:  Myles R. Tashman

               Its:   Executive Vice President


               VARIABLE INSURANCE PRODUCTS FUND,
               VARIABLE INSURANCE PRODUCTS FUND II, and
               VARIABLE INSURANCE PRODUCTS FUND III


               By:    /s/Robert A. Dwight
                      ------------------------

               Name:  Robert A. Dwight

               Their: Treasurer

               FIDELITY DISTRIBUTORS CORPORATION

               By:    /s/Mike Kellogg
                      ------------------------
               Name:  Mike Kellogg
               Its:   Executive Vice President

                                       22
<PAGE>

                                   Schedule A
                                   ----------

                   Separate Accounts and Associated Contracts
                   ------------------------------------------

Name of Separate Account and               Policy Form Numbers of Contracts
Date Established by Board of Directors     Funded By Separate Account
--------------------------------------     --------------------------

Golden American Separate Account B         SmartDesign Variable Annuity
Established July 14, 1988

                                       23
<PAGE>

                                   SCHEDULE B
                             PROXY VOTING PROCEDURE

The following is a list of procedures and corresponding responsibilities for the
handling of proxies relating to the Fund by the Underwriter, the Fund and the
Company. The defined terms herein shall have the meanings assigned in the
Participation Agreement except that the term "Company" shall also include the
department or third party assigned by the Insurance Company to perform the steps
delineated below.

1.      The number of proxy proposals is given to the Company by the Underwriter
        as early as possible before the date set by the Fund for the shareholder
        meeting to facilitate the establishment of tabulation procedures. At
        this time the Underwriter will inform the Company of the Record, Mailing
        and Meeting dates. This will be done verbally approximately two months
        before meeting.

2.      Promptly after the Record Date, the Company will perform a "tape run",
        or other activity, which will generate the names, addresses and number
        of units which are attributed to each contractowner/policyholder (the
        "Customer") as of the Record Date. Allowance should be made for account
        adjustments made after this date that could affect the status of the
        Customers' accounts as of the Record Date.

        Note: The number of proxy statements is determined by the activities
        described in Step #2. The Company will use its best efforts to call in
        the number of Customers to Fidelity, as soon as possible, but no later
        than two weeks after the Record Date.

3.      The Fund's Annual Report no longer needs to be sent to each Customer by
        the Company either before or together with the Customers' receipt of a
        proxy statement. Underwriter will provide the last Annual Report to the
        Company pursuant to the terms of Section 3.3 of the Agreement to which
        this Schedule relates.

4.      The text and format for the Voting Instruction Cards ("Cards" or "Card")
        is provided to the Company by the Fund. The Company, at its expense,
        shall produce and personalize the Voting Instruction Cards. The Legal
        Department of the Underwriter or its affiliate ("Fidelity Legal") must
        approve the Card before it is printed. Allow approximately 2-4 business
        days for printing information on the Cards. Information commonly found
        on the Cards includes:

               a.   name (legal name as found on account registration)

               b.   address

               c.   Fund or account number

               d.   coding to state number of units

               e.   individual Card number for use in tracking and verification
                    of votes (already on Cards as printed by the Fund)

(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)

                                       24
<PAGE>

5.      During this time, Fidelity Legal will develop, produce, and the Fund
        will pay for the Notice of Proxy and the Proxy Statement (one document).
        Printed and folded notices and statements will be sent to Company for
        insertion into envelopes (envelopes and return envelopes are provided
        and paid for by the Insurance Company). Contents of envelope sent to
        Customers by Company will include:

               a.   Voting Instruction Card(s)

               b.   One proxy notice and statement (one document)

               c.   return envelope (postage pre-paid by Company) addressed to
                    the Company or its tabulation agent

               d.   "urge buckslip" - optional, but recommended. (This is a
                    small, single sheet of paper that requests Customers to vote
                    as quickly as possible and that their vote is important. One
                    copy will be supplied by the Fund.)

               e.   cover letter - optional, supplied by Company and reviewed
                    and approved in advance by Fidelity Legal.

6.      The above contents should be received by the Company approximately 3-5
        business days before mail date. Individual in charge at Company reviews
        and approves the contents of the mailing package to ensure correctness
        and completeness. Copy of this approval sent to Fidelity Legal.

7.      Package mailed by the Company.
        *       The Fund must allow at least a 15-day solicitation time to the
                Company as the shareowner. (A 5-week period is recommended.)
                Solicitation time is calculated as calendar days from (but not
                including) the meeting, counting backwards.

8.      Collection and tabulation of Cards begins. Tabulation usually takes
        place in another department or another vendor depending on process used.
        An often used procedure is to sort Cards on arrival by proposal into
        vote categories of all yes, no, or mixed replies, and to begin data
        entry.

        Note: Postmarks are not generally needed. A need for postmark
        information would be due to an insurance company's internal procedure
        and has not been required by Fidelity in the past.

9.      Signatures on Card checked against legal name on account registration
        which was printed on the Card.

        Note: For Example, If the account registration is under "Bertram C.
        Jones, Trustee," then that is the exact legal name to be printed on
        the Card and is the signature needed on the Card.

                                       25
<PAGE>

10.     If Cards are mutilated, or for any reason are illegible or are not
        signed properly, they are sent back to Customer with an explanatory
        letter, a new Card and return envelope. The mutilated or illegible Card
        is disregarded and considered to be not received for purposes of vote
        tabulation. Any Cards that have "kicked out" (e.g. mutilated, illegible)
        of the procedure are "hand verified," i.e., examined as to why they did
        not complete the system. Any questions on those Cards are usually
        remedied individually.

11.     There are various control procedures used to ensure proper tabulation of
        votes and accuracy of that tabulation. The most prevalent is to sort the
        Cards as they first arrive into categories depending upon their vote; an
        estimate of how the vote is progressing may then be calculated. If the
        initial estimates and the actual vote do not coincide, then an internal
        audit of that vote should occur. This may entail a recount.

12.     The actual tabulation of votes is done in units which is then converted
        to shares. (It is very important that the Fund receives the tabulations
        stated in terms of a percentage and the number of shares.) Fidelity
        Legal must review and approve tabulation format.

13.     Final tabulation in shares is verbally given by the Company to Fidelity
        Legal on the morning of the meeting not later than 10:00 a.m. Boston
        time. Fidelity Legal may request an earlier deadline if required to
        calculate the vote in time for the meeting.

14.     A Certification of Mailing and Authorization to Vote Shares will be
        required from the Company as well as an original copy of the final vote.
        Fidelity Legal will provide a standard form for each Certification.

15.     The Company will be required to box and archive the Cards received from
        the Customers. In the event that any vote is challenged or if otherwise
        necessary for legal, regulatory, or accounting purposes, Fidelity Legal
        will be permitted reasonable access to such Cards.

16.     All approvals and "signing-off" may be done orally, but must always be
        followed up in writing.

                                       26
<PAGE>

                                   SCHEDULE C

Other investment companies currently available under variable annuities or
variable life insurance issued by the Company:

Aetna Variable Portfolios, Inc.
Alliance Variable Products Series Fund
Brinson Series Trust
GCG Trust
INVESCO Variable Investment Funds, Inc.
Janus Aspen Series
Pilgrim Variable Insurance Trust
Pilgrim Variable Products Trust
PIMCO Variable Insurance Trust
Pioneer Variable Contracts Trust
Portfolio Partners, Inc.
ProFunds
Prudential Series Fund, Inc.
Putnam Variable Trust

                                       27
<PAGE>

                              SUB-LICENSE AGREEMENT
                              ---------------------

        Agreement effective as of this 20th of July, 2001, by and between
Fidelity Distributors Corporation (hereinafter called "Fidelity"), a corporation
organized and existing under the laws of the Commonwealth of Massachusetts, with
a principal place of business at 82 Devonshire Street, Boston, Massachusetts,
and Golden American Life Insurance Company of Deleware (hereinafter called
"Company"), a company organized and existing under the laws of the State of
Delaware, with a principal place of business at 1475 Dunwoody Dr West Chester,
PA 19380.

        WHEREAS, FMR Corp., a Massachusetts corporation, the parent company of
Fidelity, is the owner of the trademark and the tradename "FIDELITY INVESTMENTS"
and is the owner of a trademark in a pyramid design (hereinafter, collectively
the "Fidelity Trademarks"), a copy of each of which is attached hereto as
Exhibit "A"; and

        WHEREAS, FMR Corp. has granted a license to Fidelity (the "Master
License Agreement") to sub-license the Fidelity Trademarks to third parties
for their use in connection with Promotional Materials as hereinafter
defined; and

        WHEREAS, Company is desirous of using the Fidelity Trademarks in
connection with distribution of "sales literature and other promotional
material" with information, including the Fidelity Trademarks, printed in said
material (such material hereinafter called the Promotional Material). For the
purpose of this Agreement, "sales literature and other promotional material"
shall have the same meaning as in the certain Participation Agreement dated as
of the 20 th day of July, 2001, among Fidelity, Company and the Variable
Insurance Products Funds (hereinafter "Participation Agreement"); and

        WHEREAS, Fidelity is desirous of having the Fidelity Trademarks used in
connection with the Promotional Material. NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy whereof is hereby acknowledged,
and of the mutual promises hereinafter set forth, the parties hereby
agree as follows:

        1.  Fidelity hereby grants to Company a non-exclusive, non-transferable
license to use the Fidelity Trademarks in connection with the promotional
distribution of the Promotional Material and Company accepts said license,
subject to the terms and conditions set forth herein.

        2. Company acknowledges that FMR Corp. is the owner of all right, title
and interest in the Fidelity Trademarks and agrees that it will do nothing
inconsistent with the ownership of the Fidelity Trademarks by FMR Corp., and
that it will not, now or hereinafter, contest any registration or application
for registration of the Fidelity Trademarks by FMR Corp., nor will it, now or
hereafter, aid anyone in contesting any registration or application for
registration of the Fidelity Trademarks by FMR Corp.

                                       1
<PAGE>

        3. Company agrees to use the Fidelity Trademarks only in the form and
manner approved by Fidelity and not to use any other trademark, service mark or
registered trademark in combination with any of the Fidelity Trademarks without
approval by Fidelity.

        4. Company agrees that it will place all necessary and proper notices
and legends in order to protect the interests of FMR Corp. and Fidelity therein
pertaining to the Fidelity Trademarks on the Promotional Material including, but
not limited to, symbols indicating trademarks, service marks and registered
trademarks. Company will place such symbols and legends on the Promotional
Material as requested by Fidelity or FMR Corp. upon receipt of notice of same
from Fidelity or FMR Corp.

        5. Company agrees that the nature and quality of all of the Promotional
Material distributed by Company bearing the Fidelity Trademarks shall conform to
standards set by, and be under the control of, Fidelity.

        6. Company agrees to cooperate with Fidelity in facilitating Fidelity's
control of the use of the Fidelity Trademarks and of the quality of the
Promotional Material to permit reasonable inspection of samples of same by
Fidelity and to supply Fidelity with reasonable quantities of samples of the
Promotional Material upon request.

        7. Company shall comply with all applicable laws and regulations and
obtain any and all licenses or other necessary permits pertaining to the
distribution of said Promotional Material.

        8. Company agrees to notify Fidelity of any unauthorized use of the
Fidelity Trademarks by others promptly as it comes to the attention of Company.
Fidelity or FMR Corp. shall have the sole right and discretion to commence
actions or other proceedings for infringement, unfair competition or the like
involving the Fidelity Trademarks and Company shall cooperate in any such
proceedings if so requested by Fidelity or FMR Corp.

        9. This agreement shall continue in force until terminated by Fidelity.
This agreement shall automatically terminate upon termination of the Master
License Agreement. In addition, Fidelity shall have the right to terminate this
agreement at any time upon notice to Company, with or without cause. Upon any
such termination, Company agrees to cease immediately all use of the Fidelity
Trademarks and shall destroy, at Company's expense, any and all materials in its
possession bearing the Fidelity Trademarks, and agrees that all rights in the
Fidelity Trademarks and in the goodwill connected therewith shall remain the
property of FMR Corp. Unless so terminated by Fidelity, or extended by written
agreement of the parties, this agreement shall expire on the termination of that
certain Participation Agreement.

        10. Company shall indemnify Fidelity and FMR Corp. and hold each of them
harmless from and against any loss, damage, liability, cost or expense of any
nature whatsoever, including without limitation, reasonable attorneys' fees and
all court costs, arising out of use of the Fidelity Trademarks by Company.

                                       2
<PAGE>

        11. In consideration for the promotion and advertising of Fidelity as a
result of the distribution by Company of the Promotional Material, Company shall
not pay any monies as a royalty to Fidelity for this license.

        12. This agreement is not intended in any manner to modify the terms and
conditions of the Participation Agreement. In the event of any conflict between
the terms and conditions herein and thereof, the terms and conditions of the
Participation Agreement shall control.

        13.  This agreement shall be interpreted according to the laws of the
Commonwealth of Massachusetts.

        IN WITNESS WHEREOF, the parties hereunto set their hands and seals, and
hereby execute this agreement, as of the date first above written.


                             FIDELITY DISTRIBUTORS CORPORATION

                                By:          /s/Mike Kellogg
                                             ------------------------
                                Name:        Mike Kellogg
                                Title:       Executive Vice President


                            GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

                                Name:       Myles R. Tashman

                                Title:      Executive Vice President


                                       3
<PAGE>

                                    EXHIBIT A

         Int. Cl.: 36

         Prior U.S. Cls.: 101 and 102
                                                        Reg. No. 1,481,040
         United States Patent and Trademark Office      Registered Mar. 15, 1988
         -----------------------------------------------------------------------


                                  SERVICE MARK
                               PRINCIPAL REGISTER

                                       FIDELITY
   (Graphic Fidelity Investment Logo)  INVESTMENTS

<TABLE>
<CAPTION>
   <S>                                                          <C>
   FMR CORP. (MASSACHUSETTS CORPORATION)                        FIRST USE 2-22-1984; IN COMMERCE 2-22-1984.
   82 DEVONSHIRE STREET
   BOSTON, MA  02109, ASSIGNEE OF FIDELITY DISTRIBUTORS         NO CLAIM IS MADE TO THE EXCLUSIVE RIGHT TO USE
   CORPORATION (MASSACHUSETTS CORPORATION) BOSTON, MA           "INVESTMENTS", APART FROM THE MARK AS SHOWN.
   02109

                                                                SER. NO. 641,707, FILED 1-28-1987
   FOR: MUTUAL FUND AND STOCK BROKERAGE SERVICES, IN CLASS
   36 (U.S. CLS. 101 AND 102)                                   RUSS HERMAN, EXAMINING ATTORNEY
</TABLE>

                                       4