UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-K

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

For the fiscal year ended December 31, 2003
                          -----------------

Commission file number: 333-57212, 333-104539, 333-104546,
                        333-104547, and 333-104548
                        ----------------------------------

                   ING USA Annuity and Life Insurance Company
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Iowa                                                             41-0991508
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(State or other jurisdiction                                   (IRS employer
 of incorporation or organization                            identification no.)


1475 Dunwoody Drive, West Chester, Pennsylvania                       19380-1478
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(Address of principal executive offices)                              (Zip code)

Registrant's telephone number, including area code (610) 425-3400
                                                   --------------

                     Golden American Life Insurance Company
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Former name, former address and former fiscal year, if changed since last report

Securities registered pursuant to Section 12(b) of Act: None
Securities registered pursuant to Section 12(g) of Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K. Yes [ X ] No [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable date: 250,000 shares of Common Stock
as of March 25,  2004,  all of which  were  directly  owned by Lion  Connecticut
Holdings Inc.

NOTE:  WHEREAS ING USA ANNUITY AND LIFE  INSURANCE  COMPANY MEETS THE CONDITIONS
SET FORTH IN GENERAL  INSTRUCTION  I(1)(a)  AND (b) OF FORM  10-K,  THIS FORM IS
BEING FILED WITH THE REDUCED  DISCLOSURE FORMAT PURSUANT TO GENERAL  INSTRUCTION
I(2).


<PAGE>
                   ING USA Annuity and Life Insurance Company,
                 formerly Golden American Life Insurance Company
          (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
                           Annual Report on Form 10-K
                      For the Year Ended December 31, 2003


                                TABLE OF CONTENTS

<TABLE>
<S>                 <C>                                                                           <C>
Form 10-K
 Item No.                                                                                         Page

                    PART I

Item 1.             Business**                                                                      3
Item 2.             Properties**                                                                    5
Item 3.             Legal Proceedings                                                               6
Item 4.             Submission of Matters to a Vote of Security Holders*                            6

                    PART II

Item 5.             Market for Registrant's Common Equity and Related Stockholder Matters           6
Item 6.             Selected Financial Data*                                                        6
Item 7.             Management's Narrative Analysis of the Results of Operations and
                    Financial Condition**                                                           6
Item 7A.            Quantitative and Qualitative Disclosures About Market Risk                     16
Item 8.             Financial Statements and Supplementary Data                                    18
Item 9.             Changes in and Disagreements with Accountants on Accounting and
                    Financial Disclosure                                                           56
Item 9A.            Controls and Procedures                                                        56

                    PART III

Item 10.            Directors and Executive Officers of the Registrant*                            56
Item 11.            Executive Compensation*                                                        57
Item 12.            Security Ownership of Certain Beneficial Owners and Management*                57
Item 13.            Certain Relationships and Related Transactions*                                57
Item 14.            Principal Accountant Fees and Services*                                        57

                    PART IV

Item 15.            Exhibits, Consolidated Financial Statement Schedules and
                      Reports on Form 8-K                                                          58
                    Index on Financial Statement Schedules                                         62
                    Signatures                                                                     66


*    Item omitted pursuant to General  Instruction I(2) of Form 10-K,  except as
     to Part III, Item 10 with respect to  compliance  with Sections 406 and 407
     of the Sarbanes Oxley Act of 2002
**   Item prepared in accordance with General Instruction I(2) of Form 10-K
</TABLE>
<PAGE>
                                     PART I

Item 1.   Business

          Organization of Business

          ING USA Annuity and Life Insurance  Company  (formerly known as Golden
          American  Life  Insurance  Company)  ("ING  USA" or the  "Company"  as
          appropriate),  a wholly-owned  subsidiary of Lion Connecticut Holdings
          Inc. ("Lion" or "Parent"), is a stock life insurance company organized
          under  the  laws  of  the  State  of  Iowa.  ING  USA  was  originally
          incorporated  under the laws of the State of  Minnesota  on January 2,
          1973, in the name of St. Paul Life Insurance Company.  On December 21,
          1993,  the Company  redomesticated  from  Minnesota  to  Delaware.  On
          January  1,  2004  several  events   occurred.   First,   the  Company
          redomesticated  from  Delaware to Iowa.  Secondly,  on January 1, 2004
          (the  "merger  date"),   Equitable  Life  Insurance  Company  of  Iowa
          ("Equitable Life"), USG Annuity & Life Company ("USG") and United Life
          & Annuity Insurance Company ("ULA") (the "Merger  Companies"),  merged
          with  and  into  Golden  American  Life  Insurance   Company  ("Golden
          American").  Also on January 1, 2004,  immediately  after the  merger,
          Golden American changed its name to ING USA Annuity and Life Insurance
          Company.  As of the merger date, the Merger  Companies ceased to exist
          and  were  merged  into  ING USA.  Lion is an  indirect,  wholly-owned
          subsidiary  of ING Groep N.V.  ("ING"),  a global  financial  services
          holding company based in The Netherlands.  ING USA is authorized to do
          business in the District of Columbia  and all states  except New York.
          ING USA is licensed as a life insurance  company under the laws of the
          State of Delaware  until  December 31, 2003 and Iowa since  January 1,
          2004.

          Prior to the merger date,  ING USA was a  wholly-owned  subsidiary  of
          Equitable  Life from  December  30, 2001  through  December  31, 2003.
          Formerly, from October 24, 1997, until December 30, 2001, Equitable of
          Iowa  Companies,  Inc. ("EIC" or "Former  Holding  Company")  directly
          owned 100% of Golden American's stock.

          On December 3, 2001,  the Board of Directors of EIC approved a plan to
          contribute  its  holding  of  stock  of  Golden  American  to  another
          wholly-owned  subsidiary,  Equitable  Life. The  contribution of stock
          occurred on December 31,  2001,  following  approval by the  Insurance
          Department of Delaware.

          As of April 1, 2002, ING USA sold First Golden American Life Insurance
          Company of New York ("First Golden") to its sister company,  ReliaStar
          Life  Insurance  Company  ("ReliaStar").   ReliaStar,  the  parent  of
          Security-Connecticut  Life Insurance Company  ("Security-Connecticut")
          which in turn is the parent of ReliaStar Life Insurance Company of New
          York ("RLNY"),  merged the First Golden  business into RLNY operations
          and dissolved First Golden at book value for $27.7 million in cash and
          a receivable totaling $0.2 million from RLNY. The receivable from RLNY
          was  assumed  by  Equitable   Life,   and   ultimately   by  ING.  The
          consideration was based on First Golden's  statutory-basis book value.
          RLNY's  payable to the  Company  was  assumed by ING and  subsequently
          forgiven.  ING USA realized a loss of $3.0 million related to the sale
          of First Golden, which was recorded as a capital transaction. Approval
          for the merger was  obtained  from the  Insurance  Departments  of the
          States of New York and Delaware.


                                       3

<PAGE>
          As of October 1, 2003, RLNY's parent, Security-Connecticut merged with
          and into its parent, ReliaStar.

          Statement of Financial Accounting Standards ("FAS") No. 141, "Business
          Combinations"  excludes transfers of net assets or exchanges of shares
          between  entities  under common  control and is  therefore  covered by
          Accounting   Principles   Board  ("APB")  Opinion  No.  16,  "Business
          Combinations". RLNY presented combined results of operations including
          First  Golden  activity  as of  the  beginning  of the  period  ending
          December 31, 2002. The first three months of First Golden  activity is
          not reflected in the Golden  statement of financial  position or other
          financial  information  for the period ended December 31, 2002, as the
          amounts were not material.

          Products and Services

          Management has determined  that under FAS No. 131,  "Disclosure  about
          Segments of an Enterprise  and Related  Information",  the Company has
          one operating segment, ING U.S. Financial Services ("USFS").

          The  Company  offers a  portfolio  of  variable  and  fixed  insurance
          products  designed to meet customer needs for  tax-advantaged  savings
          for retirement and protection from death.  The Company believes longer
          life expectancies,  an aging population,  and growing concern over the
          stability and  availability  of the Social  Security  system have made
          retirement  planning a priority for many Americans.  The target market
          for all products is consumers and  corporations  throughout the United
          States.

          Variable  annuities are long-term  savings  vehicles in which contract
          owner  premiums  (purchase  payments)  are recorded and  maintained in
          subaccounts within a separate account  established and registered with
          the Securities Exchange Commission ("SEC") as a unit investment trust.
          Many of the  variable  annuities  issued  by ING  USA are  combination
          variable and fixed deferred annuity  contracts under which some or all
          of the premiums  may be  allocated  by the  contract  owner to a fixed
          account available under the contract.

          Principal Markets and Method of Distribution

          The Company  continued  to expand  distribution  systems  during 2003.
          Broad-based distribution networks are key to realizing a growing share
          of the wealth  accumulation  marketplace.  The principal  distribution
          channels  of the  Company's  variable  and  fixed  insurance  products
          include national  wirehouses,  regional securities firms,  independent
          National  Association of Securities Dealers,  Inc. ("NASD") firms with
          licensed registered  representatives,  banks, life insurance companies
          with captive  agency sales forces,  independent  insurance  agents and
          independent  marketing  organizations.  The Company plans to establish
          new  relationships  and increase  penetration with key distributors in
          existing channels.  In addition,  growth  opportunities  exist through
          increased  utilization  of  the  ING  broker/dealer  network  and  the
          cross-selling of ING products.


                                       4

<PAGE>
          Competition

          The  current  business  and  regulatory   environment   presents  many
          challenges to the insurance  industry.  The variable and fixed annuity
          competitive  environment  remains intense and is dominated by a number
          of large highly-rated insurance companies. Increasing competition from
          traditional  insurance  carriers  as well as  banks  and  mutual  fund
          companies  offers  consumers  many choices.  The economic  environment
          during 2003 was  characterized  by record low interest rates, a modest
          recovery in the economy and a strong  recovery in the equity market as
          evidenced by a 26.4%  growth rate in the S&P 500 indices.  There is an
          aging  U.S.   population   which  is   increasingly   concerned  about
          retirement,  estate  planning,  maintaining  its standard of living in
          retirement;    and   potential    reductions    in   government    and
          employer-provided  benefits  at  retirement,  as well as lower  public
          confidence in the adequacy of those benefits.

          Regulation

          The  Company's  operations  are  subject to  comprehensive  regulation
          throughout  the United States.  The laws of the various  jurisdictions
          establish   supervisory   agencies,   including  the  state  insurance
          departments,  with  board  authority  to grant  licenses  to  transact
          business  and  regulate  many  aspects of the  products  and  services
          offered by the Company, as well as solvency and reserve adequacy. Many
          agencies also regulate investment  activities on the basis of quality,
          diversification,   and  other  quantitative  criteria.  The  Company's
          operations   and  accounts  are  subject  to  examination  at  regular
          intervals by certain of these regulators.

          ING USA is  subject  to the  insurance  laws  of the  state  in  which
          organized  and  of the  other  jurisdictions  in  which  it  transacts
          business.  Through December 31, 2003, the primary regulator of the ING
          USA  insurance  operations  is the  Commissioner  of Insurance for the
          State of Delaware;  beginning  January 1, 2004, its primary  regulator
          will be the Division of Insurance for the State of Iowa.

          The  Securities  and  Exchange   Commission   ("SEC"),   the  National
          Association  of Securities  Dealers  ("NASD") and, to a lesser extent,
          the states  regulate  sales and investment  management  activities and
          operations of the Company. Regulations of the SEC, Department of Labor
          ("DOL")  and  Internal  Revenue  Service  also  impact  certain of the
          Company's  annuity  and  other  investment  products.  These  products
          involve  Separate  Accounts  and  mutual  funds  registered  under the
          Investment Company Act of 1940.


Item 2.   Properties

          The Company's  principal  executive office is located at 1475 Dunwoody
          Drive,  West Chester,  Pennsylvania,  19380-1478.  All Company  office
          space is leased or subleased  by the Company or its other  affiliates.
          The Company pays substantially all expenses associated with its leased
          and  subleased  office  properties.  Expenses not paid directly by the
          Company  are  paid  for by an  affiliate  and  allocated  back  to the
          Company.


                                       5

<PAGE>

Item 3.   Legal Proceedings

          The Company is a party to threatened or pending  lawsuits arising from
          the normal  conduct of business.  Due to the climate in insurance  and
          business  litigation,  suits  against  the Company  sometimes  include
          claims for substantial compensatory, consequential or punitive damages
          and other types of relief.  Moreover,  certain  claims are asserted as
          class actions,  purporting to represent a group of similarly  situated
          individuals.  While it is not possible to forecast the outcome of such
          lawsuits, in light of existing insurance,  reinsurance and established
          reserves, it is the opinion of management that the disposition of such
          lawsuits  will not have a materially  adverse  effect on the Company's
          operations or financial position.

Item 4.   Submission of Matters to a Vote of Security Holders

          Omitted pursuant to General Instruction I(2)(c) of Form 10-K.


                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters

          As of December 31, 2003, all of the Company's  outstanding shares were
          owned by Equitable Life,  which is a wholly-owned  subsidiary of Lion,
          whose  ultimate  parent is ING.  As of  January  1,  2004,  all of the
          Company's  outstanding  shares  are  owned by Lion as a result  of the
          affiliate mergers described in Part I, Item 1.

Item 6.   Selected Financial Data

          Omitted pursuant to General Instruction I(2)(a) of Form 10-K.

Item 7.   Management's Narrative Analysis of the Results of Operations and
          Financial Condition

          Overview

          The  following  narrative  analysis of the results of  operations  and
          financial  condition  presents a review of the  Company for the twelve
          month periods ended December 31, 2003 versus 2002.  This review should
          be read in conjunction with the consolidated  financial statements and
          other data presented herein.


                                       6

<PAGE>
          Change in Accounting Principle

          During 2002, the Company adopted Financial  Accounting Standards Board
          ("FASB") Statement of Financial  Accounting Standards ("FAS") No. 142,
          "Goodwill and Other Intangible Asset" ("FAS No. 142"). The adoption of
          this standard  resulted in an impairment loss of $135.3  million.  The
          Company,  in accordance with FAS No. 142, recorded the impairment loss
          retroactive to the first quarter of 2002;  prior quarters of 2002 were
          restated  accordingly.  This  impairment  loss  represented the entire
          carrying  amount of goodwill,  net of accumulated  amortization.  This
          impairment charge was shown as a change in accounting principle on the
          December 31, 2002 Consolidated Income Statement.

          Results of Operations

          Fee income  and other  income for the year  ended  December  31,  2003
          increased  by  $80.6  million  compared  to the same  period  in 2002,
          primarily  due to an  increase in the average  variable  assets  under
          management  by the Company.  The increase in average  variable  assets
          under  administration   reflects  continued  business  growth  in  the
          Company's  variable  product lines,  as well as the impact of the 2003
          equity market recovery on contract holder account values.

          Net  investment  income for the year ended December 31, 2003 increased
          by $122.6 million  compared to the same period in 2002.  This increase
          in net  investment  income is primarily  due to higher  average  fixed
          assets under management during the year,  resulting from having strong
          fixed  product  sales in mid-year  2002,  which  increased the average
          inforce for the full year in 2003. This increase was partially  offset
          by reduced new money yields, which were negatively impacted by the low
          interest rate environment.

          Net realized  capital gains  (losses) for the year ended  December 31,
          2003  decreased by $40.4 million  compared to the same period in 2002.
          The decrease was primarily due to futures  trading  losses  related to
          the  Company's  dynamic  hedging  program to  mitigate  the  Company's
          product living and death benefit  guarantee  exposures  resulting from
          the  volatility in the equity  markets.  Excluding the futures  losses
          there is an increase in net realized  capital gains of $94.5  million.
          Net  realized  gains  result from sale of fixed  maturity  investments
          having a fair value greater than book value primarily due to declining
          interest rates.

          Interest credited and other benefits to the policyholders for the year
          ended December 31, 2003 increased by $1.7 million compared to the same
          period in 2002. The increase is primarily due to the Company's  growth
          in  interest  credited  related to its higher  average  fixed  account
          values in force being largely offset by reduced  guaranteed living and
          death benefit reserves related to the strong equity market recovery.

          General  expenses for the year ended  December  31, 2003  decreased by
          $15.9  million  compared to the same period in 2002.  The  decrease is
          primarily due to a lower  allocation of corporate and service  charges
          from the Company's  parent and other affiliates who provide service to
          the Company,  as a result of increased  efficiencies gained from ING's


                                       7

<PAGE>
          company-wide cost reduction efforts. Also contributing to the decrease
          is a  decline  in fixed  business  sales  resulting  in lower  general
          expenses.

          Commissions  for the year ended  December 31, 2003  decreased by $38.4
          million  compared  to the  same  period  in  2002.  This  decrease  is
          primarily due to lower sales in the Company's fixed product portfolio.
          Also  contributing  to the  decrease is a negative  ceding  commission
          related to the recapture of an affiliate  reinsurance agreement in the
          first quarter of the year.

          Policy acquisition costs deferred for the year ended December 31, 2003
          decreased by $81.4  million  compared to the same period in 2002.  The
          decrease was primarily  due to lower  selling  expenses on lower fixed
          product sales, as well as the deferral of a net gain attributed to the
          recapture of an affiliated reinsurance agreement.

          Amortization  of  deferred  policy  acquisition  costs  and  value  of
          business  acquired for the year ended December 31, 2003,  increased by
          $56.9  million  compared to the same period in 2002.  Amortization  of
          long-duration  products  is  reflected  in  proportion  to actual  and
          estimated  future gross  profits.  Estimated  future gross profits are
          computed  based on underlying  assumptions  related to the  underlying
          contracts,  including but not limited to interest margins, surrenders,
          withdrawals,   expenses,   and  asset  growth.  The  increase  in  the
          amortization  of  deferred  policy  acquisition  costs  and  value  of
          insurance  acquired  reflects  the  impact of these  variables  on the
          overall book of business.

          Expense and charges  reimbursed under modified  coinsurance  ("MODCO")
          agreements  for the year ended  December 31, 2003,  increased by $26.7
          million compared to the same period in 2002. This balance reflects the
          net cash flows  associated  with affiliate MODCO  agreements  covering
          certain variable annuity business. The increase is primarily due to an
          increase  in expense  allowance  related to new  business  written and
          covered by MODCO.

          Interest  expense for the year ended  December 31, 2003,  decreased by
          $2.3  million  compared to the same period in 2002.  Interest  expense
          reduced  for the year of 2003,  due to the  repayment  of two  surplus
          notes on June 28, 2002 to  Equitable  Life.  Principal  amounts of the
          notes were for $50 million and $25 million.  The Insurance  Department
          of the State of Delaware approved the repayments of these notes.

          The  cumulative  effect of the change in accounting  principle for the
          year ended  December  31,  2002,  was a loss of $135.3  million net of
          taxes,  related to the adoption of FAS No. 142,  which  addresses  the
          value of Goodwill and Other Intangible Assets.


                                       8

<PAGE>
          Net income,  excluding change in accounting principle and net realized
          capital gains and losses (net of taxes),  increased by $131.5  million
          for the year ended  December 31,  2003,  as compared to the year ended
          December  31, 2002.  The  increase in net  earnings is  primarily  the
          result of  increased  fee income,  reduced  variable  product  benefit
          guarantees related to the equity market recovery,  partially offset by
          lower  fixed  margins  resulting  from  the  depressed  interest  rate
          environment, and increased amortization of deferred policy acquisition
          costs and value of business acquired.

          Financial Condition

          Investments

          Fixed Maturities

          Total fixed  maturities  reflected  net  unrealized  capital  gains of
          $176.3  million  and $216.3  million at  December  31,  2003 and 2002,
          respectively.

          It is management's objective that the portfolio of fixed maturities be
          of high quality and be well  diversified by market  sector.  The fixed
          maturities in the Company's  portfolio are generally rated by external
          rating agencies and, if not externally rated, are rated by the Company
          on a basis believed to be similar to that used by the rating agencies.
          The average quality rating of the Company's fixed maturities portfolio
          was A+ and AA+ at December 31, 2003 and 2002.

          Fixed   maturities   rated  BBB  and   below   may  have   speculative
          characteristics,   and  changes  in  economic   conditions   or  other
          circumstances  are more  likely to lead to a weakened  capacity of the
          issuer to make  principal and interest  payments than is the case with
          higher rated fixed maturities.

          In addition,  the Company  invests in structured  securities that meet
          the criteria of Emerging  Issues Task Force  ("EITF") Issue No. 99-20,
          "Recognition  of  Interest  Income and  Impairment  on  Purchased  and
          Retained Beneficial Interests in Securitized Financial Assets".  Under
          EITF Issue No. 99-20, a  determination  of the required  impairment is
          based on credit risk and the  possibility  of  significant  prepayment
          risk that restricts the Company's  ability to recover the  investment.
          An  impairment is recognized if the fair value of the security is less
          than book  value and  there  has been an  adverse  change in cash flow
          since the last remeasurement date.

          When a decline in fair value is determined to be other than temporary,
          the individual  security is written down to fair value and the loss is
          accounted for as a realized loss.

          Liquidity and Capital Resources

          Liquidity  is the ability of the Company to generate  sufficient  cash
          flows to meet the  cash  requirements  of  operating,  investing,  and
          financing activities. The Company's principal sources of liquidity are
          annuity  premiums and product  charges,  investment  income,  maturing
          investments,  proceeds from debt issuance,  and capital contributions.
          Primary uses of these funds are payments of commissions  and operating
          expenses,   interest  and  premium  credits,   investment   purchases,
          repayment of debt, as well as withdrawals and surrenders.


                                       9

<PAGE>
          The Company's  liquidity  position is managed by maintaining  adequate
          levels  of  liquid  assets,  such  as cash  or  cash  equivalents  and
          short-term  investments.   Additional  sources  of  liquidity  include
          borrowing facilities to meet short-term cash requirements. The Company
          maintains a $40.0  million  revolving  note  facility with ING America
          Insurance  Holdings,  Inc.  ("ING  AIH"),  a perpetual  $75.0  million
          revolving  note  facility  with Bank of New York and a $125.0  million
          revolving  note  facility with SunTrust Bank which expires on July 30,
          2004. Management believes that these sources of liquidity are adequate
          to meet the Company's short-term cash obligations.

          The  National   Association   of  Insurance   Commissioners   ("NAIC")
          risk-based  capital   requirements   require  insurance  companies  to
          calculate and report  information under a risk-based  capital formula.
          These  requirements  are  intended to allow  insurance  regulators  to
          monitor the capitalization of insurance  companies based upon the type
          and mixture of risks inherent in a Company's  operations.  The formula
          includes  components  for asset risk,  liability  risk,  interest rate
          exposure,  and other factors. The Company has complied with the NAIC's
          risk-based capital reporting  requirements.  Amounts reported indicate
          that the Company has total adjusted capital above all required capital
          levels.

          During 2003, 2002 and 2001, ING USA received capital  contributions of
          $230.0 million, $356.3 million and $196.8 million, respectively.

          Critical Accounting Policies

          General

          The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States requires the use of
          estimates and assumptions in certain circumstances that affect amounts
          reported in the  accompanying  consolidated  financial  statements and
          related footnotes. These estimates and assumptions are evaluated on an
          on-going basis based on historical  developments,  market  conditions,
          industry  trends and other  information  that is reasonable  under the
          circumstances.  There can be no  assurance  that actual  results  will
          conform to estimates and  assumptions,  and that  reported  results of
          operations will not be affected in a materially  adverse manner by the
          need to make future accounting adjustments to reflect changes in these
          estimates and assumptions from time to time.

          The Company has identified the following estimates as critical in that
          they  involve  a  higher  degree  of  judgment  and are  subject  to a
          significant  degree of  variability:  investment  impairment  testing,
          amortization  of  deferred  acquisition  costs and  value of  business
          acquired  and  goodwill   impairment   testing.  In  developing  these
          estimates,  management makes subjective and complex judgments that are
          inherently  uncertain  and  subject to  material  changes as facts and
          circumstances  develop.  Although  variability  is  inherent  in these
          estimates,  management  believes the amounts  provided are appropriate
          based upon the facts  available upon  compilation of the  consolidated
          financial statements.


                                       10

<PAGE>
          Investment Impairment Testing

          The Company reviews the general account investments for impairments by
          analyzing  the amount and length of time  amortized  cost has exceeded
          fair value, and by making certain estimates and assumptions  regarding
          the issuing companies' business prospects,  future economic conditions
          and market  forecasts.  Based on the facts and  circumstances  of each
          case,  management  uses  judgment in deciding  whether any  calculated
          impairments  are  temporary  or  other  than   temporary.   For  those
          impairments judged to be other than temporary, the Company reduces the
          carrying  value of those  investments  to the  current  fair value and
          records impairment losses for the difference (refer to Note 2).

          Amortization  of  Deferred  Acquisition  Costs and  Value of  Business
          Acquired

          Deferred  policy  acquisition  costs  ("DAC")  and  value of  business
          acquired  ("VOBA") are  amortized  with  interest over the life of the
          contracts  (usually  25 years) in  relation  to the  present  value of
          estimated gross profits from projected  interest margins,  asset-based
          fees,  policy   administration   and  surrender  charges  less  policy
          maintenance fees and non-capitalized commissions.

          Changes  in  assumptions   can  have  a  significant   impact  on  the
          calculation of DAC/VOBA and its related amortization  patterns. Due to
          the  relative  size of  DAC/VOBA  balance and the  sensitivity  of the
          calculation  to minor changes in the  underlying  assumptions  and the
          related volatility that could result in the reported DAC/VOBA balance,
          the Company performs a quarterly analysis of DAC/VOBA. At each balance
          sheet date, actual historical gross profits are reflected and expected
          future  gross  profits  and  related  assumptions  are  evaluated  for
          continued reasonableness.  Any adjustment in estimated profit requires
          that the  amortization  rate be revised  retroactively  to the date of
          policy or contract issuance ("unlocking"), which could be significant.
          The cumulative  difference related to prior periods is recognized as a
          component of current period's  amortization,  along with  amortization
          associated  with the actual gross  profits of the period.  In general,
          increases in estimated  returns  result in increased  expected  future
          profitability and may lower the rate of amortization,  while increases
          in lapse/surrender  and mortality  assumptions or decreases in returns
          reduce the expected future  profitability  of the underlying  business
          and may increase the rate of amortization.

          One of the most significant  assumptions involved in the estimation of
          future gross profits for variable universal life and variable deferred
          annuity products is the assumed return associated with future variable
          account performance. To reflect the near-term and long-term volatility
          in the equity  markets,  this  assumption  involves a  combination  of
          near-term   expectations  and  a  long-term  assumption  about  market
          performance.  The overall return  generated by the variable account is
          dependent  on  several  factors,  including  the  relative  mix of the
          underlying  sub-accounts  among bond funds and equity funds as well as
          equity sector weightings.

          As part of the  regular  analysis  of  DAC/VOBA,  at the end of  third
          quarter of 2002,  the Company  unlocked its  long-term  rate of return
          assumptions.  The Company reset long-term assumptions for the separate
          account  returns  to 9.0%  (gross  before  fund  management  fees  and
          mortality  and expense and other policy  charges),  as of December 31,
          2002,  reflecting a blended  return of equity and other  sub-accounts.


                                       11

<PAGE>
          The initial  unlocking  adjustment in 2002 was primarily driven by the
          sustained downturn in the equity markets and revised  expectations for
          future returns.  During 2002, the Company  recorded an acceleration of
          DAC/VOBA  amortization  totaling  $91.5  million  before tax, or $59.5
          million, net of $32.0 million of federal income tax benefit.

          The Company has remained  unlocked  during 2003,  and reset  long-term
          assumptions for the separate  account returns from 9.0% to 8.5% (gross
          before fund management fees and mortality and expense and other policy
          charges),  as of December 31, 2003,  maintaining  a blended  return of
          equity and other sub-accounts.  The 2003 unlocking adjustment from the
          previous year was primarily driven by improved market performance. For
          the year ended December 31, 2003, the Company  recorded a deceleration
          of DAC/VOBA  amortization  totaling $41.3 million before tax, or $26.9
          million, net of $14.4 million of federal income tax expense.

          Goodwill Impairment Testing

          The Company tested goodwill as of January 1, 2002 for impairment using
          fair value calculations based on the present value of estimated future
          cash flows  from  business  currently  in force and  business  that we
          estimate  we  will  add  in the  future.  These  calculations  require
          management to make estimates on the amount of future  revenues and the
          appropriate  discount rate. The calculated  fair value of goodwill and
          the resulting  impairment  loss recorded is based on these  estimates,
          which  require  a  significant  amount  of  management  judgment.  The
          adoption of FAS No. 142 resulted in the  impairment  of the  Company's
          entire  goodwill   balance  during  2002.  Refer  to  Note  1  of  the
          consolidated  financial  statements for a discussion of the results of
          the  Company's   goodwill  testing   procedures  and  to  Management's
          Narrative  Analysis of the Results of Operations  for the impact these
          procedures had on the Company's income.

          Off-Balance Sheet Arrangements

          In January  2003,  the  Financial  Accounting  Standards  Board (FASB)
          issued FASB  Interpretation  46,  "Consolidation  of Variable Interest
          Entities",  an Interpretation of ARB No.51 (FIN 46). In December 2003,
          the FASB  modified FIN 46 to make certain  technical  corrections  and
          address certain implementation issues that had arisen. FIN 46 provides
          a new framework for identifying  variable interest entities (VIEs) and
          determining  when a company  should  include the assets,  liabilities,
          noncontrolling  interests  and results of  activities  of a VIE in its
          consolidated financial statements.

          In general,  a VIE is a  corporation,  partnership,  limited-liability
          corporation,  trust,  or any other  legal  structure  used to  conduct
          activities or hold assets that either (1) has an  insufficient  amount
          of equity to carry out its  principal  activities  without  additional
          subordinated  financial support, (2) has a group of equity owners that
          are unable to make significant decisions about its activities,  or (3)
          has a group of equity owners that do not have the obligation to absorb
          losses or the right to receive returns generated by its operations.

          FIN 46 requires a VIE to be consolidated if a party with an ownership,
          contractual  or  other  financial  interest  in the  VIE  (a  variable


                                       12

<PAGE>
          interest holder) is obligated to absorb a majority of the risk of loss
          from the VIE's  activities,  is  entitled to receive a majority of the
          VIE's  residual  returns (if no party  absorbs a majority of the VIE's
          losses), or both. A variable interest holder that consolidates the VIE
          is called the primary  beneficiary.  Upon  consolidation,  the primary
          beneficiary  generally must initially  record all of the VIE's assets,
          liabilities   and   noncontrolling   interests   at  fair   value  and
          subsequently  account for the VIE as if it were consolidated  based on
          majority voting interest.  FIN 46 also requires disclosures about VIEs
          that the variable  interest  holder is not required to consolidate but
          in which it has a significant variable interest.

          At December 31, 2003, the Company held the following investments that,
          for  purposes  of FIN 46,  were  evaluated  and  determined  that  the
          investments do not require  consolidation  in the Company's  financial
          statements:

<TABLE>
<S>       <C>                                                 <C>                       <C>                      <C>

                Asset Type                                          Purpose                Book Value (1)            Market Value
          ----------------------                              -------------------       -------------------      ------------------
          Private Corporate Securities - synthetic
            leases; project financings; credit tenant
            leases                                            Investment Holdings       $        1,057.2         $       1,114.6

          Foreign Securities - US VIE subsidiaries
            of foreign companies                              Investment Holdings                  190.3                   203.0

          Commercial Mortgage Obligations (CMO)               Investment Holdings                  888.5                   893.9

          Collateralized Debt Obligations (CDO)               Investment Holdings
                                                                    and/or
                                                              Collateral Manager                     4.9                     4.3

          Asset-Backed Securities (ABS)                       Investment Holdings                  479.9                   482.3

          Commercial Mortgage Backed Securities (CMBS)        Investment Holdings                  325.4                   342.0


          (1)  Represents  maximum  exposure to loss except for those structures for which the Company also receives asset
               management fees.
</TABLE>

          Contractual Obligations

          As  of  December  31,  2003,  the  Company  had  certain   contractual
          obligations  due over a period of time as  summarized in the following
          table:

<TABLE>
<S>                                                   <C>          <C>            <C>            <C>           <C>

                                                                      Payments due by Period (in millions)
                                                      --------------------------------------------------------------------
                                                                   Less than                                    More than
          Contractual Obligations                      Total         1 Year       1-3 Years      3-5 Years       5 Years
          -----------------------                     -------      ---------      ---------      ---------      ----------

          Long-Term Debt                              $ 502.5      $  13.0        $   25.9       $  25.9        $   437.7
          Operating Lease Obligations                    15.1          2.2             4.7           4.8              3.4
          Purchase Obligations                           25.2         25.2               -             -                -
                                                      -------      ---------      ---------      ---------      ----------
              Total                                   $ 542.8      $  40.4        $   30.6       $  30.7        $   441.1
                                                      =======      =========      =========      =========      ==========

</TABLE>
          The Company's  long-term  debt consists of three surplus notes and the
          related interest payable. Two of the notes are with Equitable Life and
          have  outstanding  principal  balances  of  $60.0  million  and  $75.0
          million,  respectively.  The related interest rates and maturity dates
          for the  Equitable  Life notes are 7.25% and 7.75%,  and  December 29,
          2028 and September 29, 2029, respectively.  The remaining surplus note
          of the Company is with Security Life of Denver Insurance Company,  and
          has an outstanding principal, interest rate and maturity date of $35.0
          million, 7.98% and December 7, 2029, respectively.  As a result of the


                                       13

<PAGE>
          Company's  merger with Equitable Life, USG, and ULA effective  January
          1, 2004,  the surplus notes with  Equitable  Life will no longer exist
          effective as of the date of the merger.

          Operating lease obligations relate to the rental of office space under
          various non-cancelable  operating lease agreements that expire through
          May 2010.

          Purchase  obligations  consist of  commitments  to enter into mortgage
          loan arrangements during 2004.

          Legislative Initiatives

          The Jobs and Growth Tax Relief  Reconciliation  Act of 2003, which was
          enacted in the second  quarter,  may  impact  the  Company.  The Act's
          provisions,  which reduce the tax rates on long-term capital gains and
          corporate  dividends,  impact  the  relative  competitiveness  of  the
          Company's products especially variable annuities.

          Other legislative  proposals under consideration include repealing the
          estate tax, changing the taxation of products, changing life insurance
          company   taxation  and  making  changes  to   nonqualified   deferred
          compensation arrangements.  Some of these proposals, if enacted, could
          have a material effect on life insurance, annuity and other retirement
          savings product sales.

          The  impact on the  Company's  tax  position  and  products  cannot be
          predicted.

          Other Regulatory Matters

          Like many financial services companies, certain U.S. affiliates of ING
          Groep N.V. have received  informal and formal requests for information
          since  September 2003 from various  governmental  and  self-regulatory
          agencies in connection with investigations related to mutual funds and
          variable  insurance  products.  ING has  cooperated  fully  with  each
          request.

          In addition to  responding  to  regulatory  requests,  ING  management
          initiated an internal review of trading in ING insurance,  retirement,
          and mutual fund products. The goal of this review has been to identify
          whether  there have been any  instances  of  inappropriate  trading in
          those products by third parties or by ING investment professionals and
          other  ING  personnel.  This  internal  review is being  conducted  by
          independent special counsel and auditors.  Additionally,  ING reviewed
          its controls and  procedures in a continuing  effort to deter improper
          frequent  trading in ING products.  ING's internal  reviews related to
          mutual fund trading are continuing.

          The internal review has identified several arrangements allowing third
          parties  to engage in  frequent  trading  of mutual  funds  within our
          variable  insurance and mutual fund  products,  and  identified  other
          circumstances  where frequent  trading occurred despite measures taken
          by ING  intended  to  combat  market  timing.  Most of the  identified
          arrangements   were  initiated  prior  to  ING's  acquisition  of  the
          businesses  in  question.  In  each  arrangement  identified,  ING has
          terminated  the  inappropriate  trading,  taken steps to discipline or
          terminate  employees  who were  involved,  and  modified  policies and
          procedures to deter  inappropriate  activity.  While the review is not


                                       14

<PAGE>

          completed,  management  believes  the  activity  identified  does  not
          represent a systemic problem in the businesses involved.

          These instances included agreements (initiated in 1998) that permitted
          one  variable  life  insurance  customer of Reliastar  Life  Insurance
          Company  ("Reliastar")  to engage in frequent  trading,  and to submit
          orders until 4pm Central Time, instead of 4pm Eastern Time.  Reliastar
          was  acquired  by  ING in  2000.  The  late  trading  arrangement  was
          immediately  terminated when current senior management became aware of
          it in 2002. ING believes that no profits were realized by the customer
          from the late trading aspect of the arrangement.

          In addition,  the review has identified five arrangements that allowed
          frequent trading of funds within variable insurance products issued by
          Reliastar  and by ING USA; and in certain ING Funds.  ING entities did
          not receive special benefits in return for any of these  arrangements,
          which have all been  terminated.  The internal  review also identified
          two investment  professionals who engaged in improper frequent trading
          in ING Funds.

          ING  will  reimburse  any ING  Fund or its  shareholders  affected  by
          inappropriate  trading for any profits  that accrued to any person who
          engaged in improper  frequent  trading  for which ING is  responsible.
          Management  believes that the total amount of such reimbursements will
          not be material to ING or its U.S. business.

          Subsequent Event

          On January 1, 2004, Equitable Life, USG, and ULA, merged with and into
          the Company.  Also on January 1, 2004,  immediately  after the merger,
          the Company  changed  its name to ING USA  Annuity and Life  Insurance
          Company.  As of the merger date, the Merger  Companies ceased to exist
          and were succeeded by ING USA.

          The merger was accounted for based on the pooling-of-interests method.
          FAS 141  excludes  transfers  of net  assets  or  exchanges  of shares
          between  entities  under  common  control,   and  notes  that  certain
          provisions  under  APB 16,  provide  a  source  of  guidance  for such
          transactions.

          Prior  to the  merger  date,  the  Merger  Companies  were  affiliated
          companies of ING USA and indirect,  wholly-owned  subsidiaries of ING.
          Equitable  Life was  domiciled in Iowa and offered  various  insurance
          products,   including  deferred  and  immediate  annuities,   variable
          annuities,  and interest sensitive and traditional life insurance. ULA
          was also  domiciled  in Iowa and  primarily  offered  annuity  related
          insurance  products,  as well as life and  health  insurance  that was
          ceded to other  insurers.  USG was  domiciled  in Oklahoma and offered
          various  insurance  products,   including  deferred  fixed  annuities,
          immediate annuities, and interest-sensitive life insurance.

          A Form 8-K for ING USA describing the merger,  was filed on January 4,
          2004 and includes unaudited pro forma condensed consolidated financial
          information as of, and for the periods  ended,  September 30, 2003 and
          2002, and December 31, 2002,  2001, and 2000.  Revenues and net income
          for  the  period  ended  December  31,  2003,  had  the  pooling  been
          consummated  at the  date of the  financial  statements,  is  $1,509.0
          million and $57.2 million, respectively (unaudited).


                                       15
<PAGE>

          Forward-Looking Information/Risk Factors

          In  connection  with  the  "safe  harbor"  provisions  of the  Private
          Securities Litigation Reform Act of 1995, the Company cautions readers
          regarding certain forward-looking  statements contained in this report
          and in any other  statements  made by, or on behalf of,  the  Company,
          whether  or  not in  future  filings  with  the  SEC.  Forward-looking
          statements  are  statements  not based on historical  information  and
          which relate to future operations,  strategies,  financial results, or
          other   developments.   Statements   using  verbs  such  as  "expect,"
          "anticipate,"  "believe" or words of similar import generally  involve
          forward-looking   statements.    Without   limiting   the   foregoing,
          forward-looking  statements  include  statements  which  represent the
          Company's beliefs concerning future levels of sales and redemptions of
          the Company's products, investment spreads and yields, or the earnings
          and profitability of the Company's activities.

          Forward-looking  statements  are  necessarily  based on estimates  and
          assumptions  that are  inherently  subject  to  significant  business,
          economic and  competitive  uncertainties  and  contingencies,  many of
          which are beyond the  Company's  control and many of which are subject
          to change.  These  uncertainties and contingencies  could cause actual
          results   to  differ   materially   from   those   expressed   in  any
          forward-looking  statements  made by, or on behalf  of,  the  Company.
          Whether or not actual results differ  materially from  forward-looking
          statements  may  depend  on  numerous  foreseeable  and  unforeseeable
          developments.  Some may be national in scope, such as general economic
          conditions, changes in tax law and changes in interest rates. Some may
          be  related  to the  insurance  industry  generally,  such as  pricing
          competition,   regulatory  developments  and  industry  consolidation.
          Others  may  relate  to the  Company  specifically,  such  as  credit,
          volatility and other risks  associated  with the Company's  investment
          portfolio.  Investors  are also  directed to consider  other risks and
          uncertainties  discussed  in  documents  filed by the Company with the
          SEC. The Company  disclaims any  obligation to update  forward-looking
          information.

Item 7A   Quantitative and Qualitative Disclosures About Market Risk

          Asset/liability  management  is  integrated  into many  aspects of the
          Company's   operations,   including  investment   decisions,   product
          development, and determination of crediting rates. As part of the risk
          management   process,   different   economic  scenarios  are  modeled,
          including  cash  flow  testing   required  for  insurance   regulatory
          purposes,  to  determine  that  existing  assets are  adequate to meet
          projected  liability cash flows. Key variables in the modeling process
          include  interest  rates,  anticipated   contractholder  behavior  and
          variable  separate  account  performance.   Contractholders  bear  the
          investment risk related to variable separate account products.

          The fixed account liabilities are supported by a portfolio principally
          composed  of fixed rate  investments  that can  generate  predictable,
          steady  rates of return.  The  portfolio  management  strategy for the
          fixed account  considers the assets  available for sale.  This enables
          the Company to respond to changes in market interest rates, changes in
          prepayment  risk,  changes in  relative  values of asset  sectors  and
          individual  securities and loans,  changes in credit quality  outlook,
          and other relevant factors.  The objective of portfolio  management is
          to maximize  returns,  taking into  account  interest  rate and credit
          risk, as well as other risks. The Company's asset/liability management


                                       16

<PAGE>

          discipline  includes  strategies  to  minimize  exposure  to  loss  as
          interest rates and economic and market conditions change.

          On the basis of these analyses, management believes there is currently
          no material solvency risk to the Company.


                                       17

<PAGE>

Item 8.   Financial Statements and Supplementary Data


                   Index to Consolidated Financial Statements

<TABLE>
<S>                                                                                               <C>

                                                                                                  Page

Report of Independent Auditors                                                                     19

Consolidated Financial Statements:

Consolidated Income Statements for the years ended
  December 31, 2003, 2002 and 2001                                                                 20

Consolidated Balance Sheets as of December 31, 2003 and 2002                                       21

Consolidated Statements of Changes in Shareholder's Equity for
  the years ended December 31, 2003, 2002 and 2001                                                 22

Consolidated Statements of Cash Flows for the years ended
  December 31, 2003, 2002 and 2001                                                                 23

Notes to Consolidated Financial Statements                                                         24
</TABLE>


<PAGE>
                         Report of Independent Auditors


The Board of Directors
ING USA Annuity and Life Insurance Company

We have audited the accompanying  consolidated balance sheets of ING USA Annuity
and Life Insurance Company (formerly Golden American Life Insurance Company) and
Subsidiary as of December 31, 2003 and 2002, and the related consolidated income
statements,  statements of changes in  shareholder's  equity,  and statements of
cash flows for each of the three years in the period  ended  December  31, 2003.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of ING USA Annuity
and Life Insurance  Company as of December 31, 2003 and 2002, and the results of
its  operations  and its cash  flows for each of the three  years in the  period
ended  December 31, 2003, in conformity  with  accounting  principles  generally
accepted in the United States.

As  discussed in Note 1 to the  financial  statements,  the Company  changed the
accounting  principle for goodwill and other intangible assets effective January
1, 2002.



                                                           /s/ Ernst & Young LLP

Atlanta, Georgia
March 22, 2004


<PAGE>
                   ING USA Annuity and Life Insurance Company,
                 formerly Golden American Life Insurance Company
          (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
                         Consolidated Income Statements
                                   (Millions)


<TABLE>
<S>                                                                   <C>                <C>                 <C>

                                                                          Year ended          Year ended         Year ended
                                                                         December 31,        December 31,       December 31,
                                                                             2003                2002*              2001*
                                                                      ------------------ ------------------- ------------------
Revenues:
 Fee income                                                           $         330.2    $          245.9    $         219.1
 Net investment income                                                          320.3               197.7               94.4
 Net realized capital gains (losses)                                            (36.2)                4.2               (6.5)
 Other income (loss)                                                             (0.2)                3.5                  -
                                                                      ------------------ ------------------- ------------------
          Total revenue                                               $         614.1    $          451.3    $         307.0
                                                                      ------------------ ------------------- ------------------
Benefits, losses and expenses:
  Benefits:
    Interest credited and other benefits
      to policyholders                                                          320.1               318.4              239.2
  Underwriting, acquisition, and insurance expenses:
    General expenses                                                            123.8               139.7              119.9
    Commissions                                                                 250.3               288.7              232.4
    Policy acquisition costs deferred                                          (210.8)             (292.2)            (128.2)
  Amortization:
    Deferred policy acquisition costs and value
      of business acquired                                                      184.7               127.8               49.6
    Goodwill                                                                        -                   -                4.2
  Other:
    Expense and charges reimbursed under
     modified coinsurance agreements                                           (131.6)             (104.9)            (225.6)
    Interest expense                                                             13.7                16.0               19.4
                                                                      ------------------ ------------------- ------------------
          Total benefits, losses and expenses                                   550.2               493.5              310.9
                                                                      ------------------ ------------------- ------------------
Income (loss) before income taxes and cumulative
  effect of change in accounting principle                                       63.9               (42.2)              (3.9)

Income tax expense (benefit)                                                      2.5               (12.5)               0.1
                                                                      ------------------ ------------------- ------------------
Income (loss) before cumulative effect of change
  in accounting principle                                                        61.4               (29.7)              (4.0)

Cumulative effect of change in accounting principle                                 -              (135.3)                 -
                                                                      ------------------ ------------------- ------------------
Net income (loss)                                                     $          61.4    $         (165.0)   $          (4.0)
                                                                      ================== =================== ==================
*See Note 1.


The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       20

<PAGE>
                   ING USA Annuity and Life Insurance Company,
                 formerly Golden American Life Insurance Company
          (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
                           Consolidated Balance Sheets
                                   (Millions)


<TABLE>
<S>                                                                                      <C>                 <C>

                                                                                                   As of December 31,
                                                                                               2003                2002
                                                                                         -----------------   -----------------
Assets

Investments:
  Fixed maturities, available for sale, at fair value
    (amortized cost of $5,047.0 at 2003 and $4,720.1 at 2002)                            $     5,223.3       $     4,936.4
  Equity securities at fair value:
    Investment in mutual funds (cost of $5.3 at 2003 and $22.9 at 2002)                            5.6                19.0
    Mortgage loans on real estate                                                                847.6               482.4
    Policy loans                                                                                  17.5                16.0
    Short-term investments                                                                        17.7                 2.2
                                                                                         -----------------   -----------------
          Total investments                                                                    6,111.7             5,456.0

Cash and cash equivalents                                                                         17.9               148.5
Accrued investment income                                                                         65.4                61.9
Reinsurance recoverable                                                                           13.0               196.9
Deferred policy acquisition costs                                                                835.3               678.0
Value of business acquired                                                                         8.5                 8.5
Receivable for securities sold                                                                    10.2                   -
Due from affiliates                                                                                4.2                   -
Other assets                                                                                      14.7                 5.3
Assets held in separate accounts                                                              17,112.6            11,029.3
                                                                                         -----------------   -----------------
          Total assets                                                                   $    24,193.5       $    17,584.4
                                                                                         =================   =================
Liabilities and Shareholder's Equity
Policy liabilities and accruals:
  Future policy benefits and claims' reserves                                            $     5,277.3       $     5,159.1
                                                                                         -----------------   -----------------
          Total policy liabilities and accruals                                                5,277.3             5,159.1

Surplus notes                                                                                    170.0               170.0
Current income taxes                                                                               3.9                42.4
Deferred income taxes                                                                            126.0                79.8
Dollar roll obligations                                                                          120.1                40.0
Other liabilities                                                                                 31.0                64.7
Liabilities related to separate accounts                                                      17,112.6            11,029.3
                                                                                         -----------------   -----------------
          Total liabilities                                                                   22,840.9            16,585.3
                                                                                         -----------------   -----------------

Shareholder's equity:
  Common stock (250,000 shares authorized, issued and outstanding;
    $10.00 per share par value)                                                                    2.5                 2.5
  Additional paid-in capital                                                                   1,358.4             1,128.4
  Accumulated other comprehensive income                                                          64.2                 2.1
  Retained deficit                                                                               (72.5)             (133.9)
                                                                                         -----------------   -----------------
          Total shareholder's equity                                                           1,352.6               999.1
                                                                                         -----------------   -----------------
          Total liabilities and shareholder's equity                                     $    24,193.5       $    17,584.4
                                                                                         =================   =================


The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       21

<PAGE>
                   ING USA Annuity and Life Insurance Company,
                 formerly Golden American Life Insurance Company
          (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
           Consolidated Statements of Changes in Shareholder's Equity
                                   (Millions)


<TABLE>
<S>                                        <C>               <C>             <C>             <C>              <C>

                                                                             Accumulated
                                                              Additional         Other          Retained           Total
                                               Common          Paid-In       Comprehensive      Earnings       Shareholder's
                                               Stock           Capital       Income (Loss)      (Deficit)         Equity
                                           ---------------  --------------- ---------------- ---------------- ----------------

Balance at December 31, 2000               $        2.5     $      583.6    $        (4.1)   $       35.1     $      617.1

  Contribution of capital                                          196.8                                             196.8
  Comprehensive income:
    Net (loss)                                        -                -                -            (4.0)            (4.0)
    Other comprehensive income
      net of tax:
         Unrealized gain on securities
           ($12.2 pretax)                             -                -              7.9               -              7.9
                                                                                                              ----------------
  Comprehensive income                                                                                                 3.9
                                           ---------------  --------------- ---------------- ---------------- ----------------
Balance at December 31, 2001                        2.5            780.4              3.8            31.1            817.8

  Contribution of capital                                          356.3                                              356.3
  Other                                                             (8.3)                                              (8.3)
  Comprehensive income:
    Net (loss)                                        -                -                -          (165.0)           (165.0)
    Other comprehensive income
      net of tax:
         Unrealized (loss) on securities
           ($(2.6) pretax)                            -                -             (1.7)              -              (1.7)
                                                                                                              ----------------
  Comprehensive loss                                                                                                 (166.7)
                                           ---------------  --------------- ---------------- ---------------- ----------------
Balance at December 31, 2002                        2.5          1,128.4              2.1          (133.9)            999.1

  Contribution of capital                             -            230.0                -               -             230.0
  Comprehensive income:
    Net income                                        -                -                -            61.4              61.4
    Other comprehensive income
      net of tax:
         Unrealized gain on securities
           ($95.6 pretax)                             -                -             62.1               -              62.1
                                                                                                              ----------------
  Comprehensive income                                                                                                123.5
                                           ---------------  --------------- ---------------- ---------------- ----------------
Balance at December 31, 2003               $        2.5     $    1,358.4    $      $ 64.2    $      (72.5)    $     1,352.6
                                           ===============  =============== ================ ================ ================


The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       22

<PAGE>
                   ING USA Annuity and Life Insurance Company,
                 formerly Golden American Life Insurance Company
          (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
                      Consolidated Statements of Cash Flows
                                   (Millions)


<TABLE>

<S>                                                                     <C>                <C>                 <C>

                                                                            Year ended         Year ended          Year ended
                                                                           December 31,       December 31,        December 31,
                                                                               2003               2002                2001
                                                                        -----------------  ------------------  -----------------
Cash Flows from Operating Activities:
  Net income (loss)                                                     $        61.4      $      (165.0)      $        (4.0)
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
      Interest credited and charges on interest sensitive products              306.3              282.2               191.0
      Net realized capital (gains) losses                                        36.2               (4.2)                6.5
      Increase in accrued investment income                                      (3.5)             (39.5)              (13.2)
      Increase in guaranteed benefits reserve                                   (91.6)             107.1                28.2
      Other changes in insurance reserve liabilities                             13.3                  -                   -
      Policy acquisition cost deferred                                         (210.8)            (292.2)             (128.2)
      Amortization of deferred policy acquisition costs                         180.4              121.2                45.2
      Amortization of value of business acquired                                  4.3                6.6                 4.4
      Impairment of goodwill                                                        -              151.3                   -
      Other non-cash reconciling items and other changes in
        assets and liabilities                                                  (87.0)              21.3               110.6
      Provision for deferred income taxes                                        12.8              (85.7)               (0.6)
                                                                        -----------------  ------------------  -----------------
Net cash provided by operating activities                                       221.8              103.1               239.9
                                                                        -----------------  ------------------  -----------------
Cash Flows from Investing Activities:
  Proceeds from the sale, maturity, or repayment of:
    Fixed maturities available for sale                                       7,025.8            7,297.1               880.7
    Equity securities                                                            16.2                7.8                 6.9
    Mortgage loans                                                               51.9              285.0               136.0
  Acquisition of investments:
    Fixed maturities available for sale                                      (7,267.3)         (10,068.3)           (2,070.8)
    Equity securities                                                               -              (22.8)                  -
    Short-term and other investments                                            (15.4)                 -                (4.7)
    Mortgage loans                                                             (417.1)            (553.7)             (250.3)
  Increase in policy loans                                                       (1.5)              (1.2)               (1.5)
  (Increase) decrease in property and equipment                                  (0.7)               1.1                 1.2
  Proceeds from sale of interest in subsidiary                                      -               27.7                   -
  Loss on valuation of interest in subsidiary                                       -                3.0                   -
  Other                                                                             -                0.6                   -
                                                                        -----------------  ------------------  -----------------
Net cash used for investing activities                                         (608.1)          (3,023.7)           (1,302.5)
                                                                        -----------------  ------------------  -----------------
Cash Flows from Financing Activities:
  Deposits and interest credited for investment contracts                     1,383.5            3,818.5             1,933.1
  Maturities and withdrawals from insurance contracts                          (332.3)            (171.2)             (134.8)
  Transfers to separate accounts                                             (1,160.0)          (1,053.8)             (902.9)
  Proceeds received on reinsurance recapture                                    134.5                  -                   -
  Proceeds of notes payable                                                         -                  -                 3.1
  Repayment of notes payable                                                        -               (1.4)               (1.7)
  Proceeds from reciprocal loan agreement borrowings                                -                  -                69.3
  Repayment of reciprocal loan agreement borrowings                                 -              (75.0)              (69.3)
  Contributions of capital by parent                                            230.0              356.3               196.8
                                                                        -----------------  ------------------  -----------------
Net cash provided by financing activities                                       255.7            2,873.4             1,093.6
                                                                        -----------------  ------------------  -----------------
Net increase (decrease) in cash and cash equivalents                           (130.6)             (47.2)               31.0
Cash and cash equivalents, beginning of period                                  148.5              195.7               164.7
                                                                        -----------------  ------------------  -----------------
Cash and cash equivalents, end of period                                $        17.9      $       148.5       $       195.7
                                                                        =================  ==================  =================
Supplemental cash flow information:
    Income taxes (received) paid, net                                   $        28.2      $      (141.5)      $         0.4
                                                                        =================  ==================  =================
    Interest paid                                                       $        13.0      $        20.8       $        15.0
                                                                        =================  ==================  =================

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                       23

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------
1.   Significant Accounting Policies

     Principles of Consolidation

     ING USA  Annuity  and Life  Insurance  Company  (formerly  known as  Golden
     American  Life   Insurance   Company)   ("ING  USA"  or  the  "Company"  as
     appropriate),  a wholly-owned  subsidiary of Lion Connecticut Holdings Inc.
     ("Lion" or "Parent"), is a stock life insurance company organized under the
     laws of the State of Iowa.  ING USA was originally  incorporated  under the
     laws of the State of Minnesota on January 2, 1973,  in the name of St. Paul
     Life Insurance  Company.  On December 21, 1993, the Company  redomesticated
     from  Minnesota to Delaware.  On January 1, 2004 several  events  occurred.
     First,  the Company  redomesticated  from  Delaware to Iowa.  Secondly,  on
     January 1, 2004 (the "merger  date"),  Equitable Life Insurance  Company of
     Iowa ("Equitable Life"), USG Annuity & Life Company ("USG") and United Life
     & Annuity Insurance Company ("ULA") (the "Merger  Companies"),  merged with
     and into Golden American Life Insurance Company ("Golden  American").  Also
     on January 1, 2004,  immediately after the merger,  Golden American changed
     its name to ING USA Annuity and Life  Insurance  Company.  As of the merger
     date,  the Merger  Companies  ceased to exist and were merged into ING USA.
     Lion is an indirect,  wholly-owned  subsidiary of ING Groep N.V. ("ING"), a
     global financial services holding company based in The Netherlands. ING USA
     is  authorized  to do business in the  District of Columbia  and all states
     except New York. ING USA is licensed as a life insurance  company under the
     laws of the  State of  Delaware  until  December  31,  2003 and Iowa  since
     January 1, 2004.

     Prior  to the  merger  date,  ING  USA  was a  wholly-owned  subsidiary  of
     Equitable Life from December 30, 2001 through December 31, 2003.  Formerly,
     from  October  24,  1997,  until  December  30,  2001,  Equitable  of  Iowa
     Companies,  Inc. ("EIC" or "Former Holding Company") directly owned 100% of
     Golden American's stock.

     On  December  3, 2001,  the Board of  Directors  of EIC  approved a plan to
     contribute its holding of stock of Golden American to another  wholly-owned
     subsidiary,  Equitable Life. The contribution of stock occurred on December
     31, 2001, following approval by the Insurance Department of Delaware.

     As of April 1, 2002,  ING USA sold First  Golden  American  Life  Insurance
     Company of New York ("First Golden") to its sister company,  ReliaStar Life
     Insurance    Company    ("ReliaStar").    ReliaStar,    the    parent    of
     Security-Connecticut Life Insurance Company ("Security-Connecticut"), which
     in turn is the  parent of  ReliaStar  Life  Insurance  Company  of New York
     ("RLNY"),  merged  the  First  Golden  business  into RLNY  operations  and
     dissolved  First  Golden  at book  value for  $27.7  million  in cash and a
     receivable  totaling $0.2 million from RLNY. The  receivable  from RLNY was
     assumed by Equitable  Life,  and ultimately by ING. The  consideration  was
     based on First Golden's  statutory-basis  book value. RLNY's payable to the
     Company was assumed by ING and  subsequently  forgiven.  ING USA realized a
     loss of $3.0  million  related  to the  sale of  First  Golden,  which  was
     recorded as a capital  transaction.  Approval  for the merger was  obtained
     from the Insurance Departments of the States of New York and Delaware.


                                       24

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     As of October 1, 2003, RLNY's parent,  Security-Connecticut merged with and
     into its parent, ReliaStar.

     Statement  of Financial  Accounting  Standards  ("FAS") No. 141,  "Business
     Combinations"  excludes  transfers  of net  assets or  exchanges  of shares
     between  entities  under  common  control  and  is  therefore   covered  by
     Accounting   Principles   Board   ("APB")   Opinion   No.   16,   "Business
     Combinations".  RLNY  presented  combined  results of operations  including
     First Golden activity as of the beginning of the period ending December 31,
     2002.  The first three months of First Golden  activity is not reflected in
     the ING USA statement of financial position or other financial  information
     for the period ended December 31, 2002, as the amounts were not material.

     Description of Business

     The Company  offers a portfolio  of variable and fixed  insurance  products
     designed to meet customer needs for a tax-advantaged savings for retirement
     and  protection  from death.  The  Company's  variable and fixed  insurance
     products  are  marketed  by  broker/dealers,  financial  institutions,  and
     insurance  agents.  The  Company's  primary  customers  are  consumers  and
     corporations.

     Recently Adopted Accounting Standards

     Accounting for Goodwill and Intangible Assets

     During 2002,  the Company  adopted  Financial  Accounting  Standards  Board
     ("FASB") FAS No. 142, "Goodwill and Other Intangible Assets".  The adoption
     of this standard  resulted in an  impairment  loss of $135.3  million.  The
     Company,  in  accordance  with FAS No. 142,  recorded the  impairment  loss
     retroactive  to the first  quarter  of 2002;  prior  quarters  of 2002 were
     restated accordingly.  This impairment loss represented the entire carrying
     amount of goodwill, net of accumulated amortization. This impairment charge
     was shown as a change in  accounting  principle  on the  December  31, 2002
     Consolidated Income Statement.


                                       25

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Application of the  nonamortization  provision (net of tax) of the standard
     resulted in an increase in net income of $3.8 million for the twelve months
     ended December 31, 2002. Had the Company been accounting for goodwill under
     FAS No. 142 for all periods  presented,  the  Company's  net income  (loss)
     would have been as follow:

<TABLE>
<S>                                                                                 <C>

                                                                                       Year ended
                                                                                      December 31,
     (Millions)                                                                            2001

     Reported net income (loss)                                                     $      (4.0)
     Add back goodwill amortization, net of tax                                             3.8
                                                                                    -----------------
     Adjusted net income (loss)                                                     $      (0.2)
                                                                                    =================
</TABLE>

     Accounting for Derivative Instruments and Hedging Activities

     In June 1998,  the FASB  issued FAS No.  133,  "Accounting  for  Derivative
     Instruments and Hedging Activities",  as amended and interpreted by FAS No.
     137,  "Accounting  for  Derivative  Instruments  and Hedging  Activities  -
     Deferral of the  Effective  Date of FASB  Statement  133,  and FAS No. 138,
     Accounting  for  Certain   Derivative   Instruments   and  Certain  Hedging
     Activities - an  Amendment of FASB 133, and certain FAS 133  implementation
     issues".  This  standard,  as  amended,  requires  companies  to record all
     derivatives  on the  balance  sheet as  either  assets or  liabilities  and
     measure those  instruments at fair value. The manner in which companies are
     to record  gains or losses  resulting  from  changes in the fair  values of
     those  derivatives  depends  on the use of the  derivative  and  whether it
     qualifies for hedge accounting. FAS No. 133 was effective for the Company's
     financial statements beginning January 1, 2001. Adoption of FAS No. 133 did
     not have a material effect on the Company's  financial  position or results
     of operations given the Company's limited derivative  holdings and embedded
     derivatives.

     The Company  occasionally  purchases a financial instrument that contains a
     derivative that is "embedded" in the instrument. In addition, the Company's
     insurance  products  are  reviewed to  determine  whether  they  contain an
     embedded   derivative.   The  Company   assesses   whether   the   economic
     characteristics of the embedded  derivative are clearly and closely related
     to the economic characteristics of the remaining component of the financial
     instrument or insurance  product  (i.e.,  the host  contract) and whether a
     separate  instrument with the same terms as the embedded  instrument  would
     meet the definition of a derivative instrument.  When it is determined that
     the embedded  derivative  possesses economic  characteristics  that are not
     clearly and closely  related to the  economic  characteristics  of the host
     contract and that a separate  instrument  with the same terms would qualify
     as a derivative  instrument,  the embedded derivative is separated from the
     host contract and carried at fair value.  However,  in cases where the host
     contract is measured at fair value,  with changes in fair value reported in
     current period  earnings or the Company is unable to reliably  identify and
     measure the embedded derivative for separation from its host contracts, the
     entire  contract is carried on the  balance  sheet at fair value and is not


                                       26

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     designated  as a hedging  instrument.  The  Company  did not have  embedded
     derivatives at December 31, 2003 or 2002.

     The  Derivative   Implementation  Group  ("DIG")  responsible  for  issuing
     guidance  on  behalf  of  the  FASB  for  implementation  of FAS  No.  133,
     "Accounting  for Derivative  Instruments and Hedging  Activities"  recently
     issued  Statement  Implementation  Issue No.  B36,  "Embedded  Derivatives:
     Modified  Coinsurance  Arrangements and Debt  Instruments" That Incorporate
     Credit Risk Exposures  That Are Unrelated or Only Partially  Related to the
     Credit Worthiness of the Obligor under Those Instruments ("DIG B36"). Under
     this  interpretation,  modified  coinsurance  and  coinsurance  with  funds
     withheld  reinsurance  agreements as well as other types of receivables and
     payables  where  interest is  determined  by  reference  to a pool of fixed
     maturity  assets or total  return debt index may be  determined  to contain
     embedded derivatives that are required to be bifurcated.  The required date
     of adoption  of DIG B36 for the  Company  was October 1, 2003.  The Company
     completed  its  evaluation of DIG B36 and  determined  that the Company had
     modified coinsurance treaties that required implementation of the guidance.
     The applicable  contracts,  however,  were determined to generate  embedded
     derivatives  with a fair  value of zero.  Therefore,  the  guidance,  while
     implemented,  did not impact the Company's financial  position,  results of
     operations or cash flows.

     Guarantees

     In  November  2002,  the  FASB  issued  Interpretation  No.45  ("FIN  45"),
     "Guarantor's   Accounting  and  Disclosure   Requirements  for  Guarantees,
     Including  Indirect  Guarantees  of  Indebtedness  of  Others",  to clarify
     accounting and disclosure  requirements  relating to a guarantor's issuance
     of certain types of guarantees,  or groups of similar  guarantees,  even if
     the  likelihood of the  guarantor's  having to make any payments  under the
     guarantee is remote. The disclosure  provisions are effective for financial
     statements  for fiscal years ended after  December  15,  2002.  For certain
     guarantees,  the interpretation  also requires that guarantors  recognize a
     liability equal to the fair value of the guarantee upon its issuance.  This
     initial  recognition and  measurement  provision is to be applied only on a
     prospective basis to guarantees issued or modified after December 31, 2002.
     The Company has performed an assessment of its guarantees and believes that
     all of its guarantees are excluded from the scope of this interpretation.

     Variable Interest Entities

     In January 2003,  the Financial  Accounting  Standards  Board (FASB) issued
     FASB  Interpretation 46,  "Consolidation of Variable Interest Entities,  an
     Interpretation  of ARB No.51" (FIN 46). In December 2003, the FASB modified
     FIN  46  to  make  certain   technical   corrections  and  address  certain
     implementation  issues that had arisen. FIN 46 provides a new framework for
     identifying  variable  interest  entities  (VIEs)  and  determining  when a
     company should include the assets,  liabilities,  noncontrolling  interests
     and  results  of  activities  of  a  VIE  in  its  consolidated   financial
     statements.


                                       27

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     In  general,  a  VIE  is a  corporation,  partnership,  limited-  liability
     corporation, trust, or any other legal structure used to conduct activities
     or hold  assets  that  either (1) has an  insufficient  amount of equity to
     carry  out  its  principal   activities  without  additional   subordinated
     financial support, (2) has a group of equity owners that are unable to make
     significant  decisions about its  activities,  or (3) has a group of equity
     owners  that do not have the  obligation  to absorb  losses or the right to
     receive returns generated by its operations.

     FIN 46  requires a VIE to be  consolidated  if a party  with an  ownership,
     contractual  or other  financial  interest in the VIE (a variable  interest
     holder)  is  obligated  to absorb a  majority  of the risk of loss from the
     VIE's  activities,  is entitled to receive a majority of the VIE's residual
     returns (if no party  absorbs a majority of the VIE's  losses),  or both. A
     variable  interest holder that  consolidates  the VIE is called the primary
     beneficiary.  Upon consolidation,  the primary  beneficiary  generally must
     initially  record all of the VIE's assets,  liabilities and  noncontrolling
     interests at fair value and subsequently  account for the VIE as if it were
     consolidated  based  on  majority  voting  interest.  FIN 46 also  requires
     disclosures about VIEs that the variable interest holder is not required to
     consolidate but in which it has a significant variable interest.

     At December 31, 2003, the Company held the following  investments that, for
     purposes of FIN 46, were evaluated and determined  that the  investments do
     not require consolidation in the Company's financial statements:



<TABLE>
<S>       <C>                                            <C>                       <C>                      <C>

           Asset Type                                          Purpose                Book Value (1)            Market Value
     ----------------------                              -------------------       -------------------      ------------------
     Private Corporate Securities - synthetic
       leases; project financings; credit tenant
       leases                                            Investment Holdings       $        1,057.2         $       1,114.6

     Foreign Securities - US VIE subsidiaries
       of foreign companies                              Investment Holdings                  190.3                   203.0

     Commercial Mortgage Obligations (CMO)               Investment Holdings                  888.5                   893.9

     Collateralized Debt Obligations (CDO)               Investment Holdings
                                                               and/or
                                                         Collateral Manager                     4.9                     4.3

     Asset-Backed Securities (ABS)                       Investment Holdings                  479.9                   482.3

     Commercial Mortgage Backed Securities (CMBS)        Investment Holdings                  325.4                   342.0

     (1) Represents maximum exposure to loss except for those structures for which the Company also receives asset management fees.
</TABLE>


     New Accounting Pronouncements

     In July 2003,  the  American  Institute  of  Certified  Public  Accountants
     ("AICPA")  issued  Statement  of Position  ("SOP")  03-1,  "Accounting  and
     Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration
     Contracts and for Separate  Accounts,"  which the Company  intends to adopt
     during first  quarter 2004.  The impact on the financial  statements is not
     known at this time.


                                       28

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Reclassifications and Changes to Prior Year Presentation

     Certain   reclassifications   have  been  made  to  prior  year   financial
     information to conform to the current year classifications.

     During  2003,  certain  changes  were  made to the  2002  and  2001  Income
     Statements to reflect the correct balances.  These changes had no impact on
     net  income or net  shareholder's  equity  of the  Company.  The  following
     summarizes  the  corrections  to each  financial  statement  line  item (in
     millions):

<TABLE>

<S>                                                            <C>                   <C>                  <C>

                                                                   Previously
                                                                    Reported                                  Restated
                                                                      2002              Adjustments             2002
                                                               -------------------   ------------------   ------------------
     Fee income                                                $        204.0        $          41.9      $        245.9
                                                               -------------------   ------------------   ------------------
           Total revenue                                       $        409.4        $          41.9      $        451.3
                                                               ===================   ==================   ==================
     Interest credited and other benefits to
       policyholders                                                    276.5                   41.9               318.4
                                                               -------------------   ------------------   ------------------
           Total expense                                       $        451.6        $          41.9      $        493.5
                                                               ===================   ==================   ==================


                                                                   Previously
                                                                    Reported                                  Restated
                                                                      2002              Adjustments             2002
                                                               -------------------   ------------------   ------------------
     Fee income                                                $        188.9        $          30.2      $        219.1
                                                               -------------------   ------------------   ------------------
           Total revenue                                       $        276.8        $          30.2      $        307.0
                                                               ===================   ==================   ==================
     Interest credited and other benefits to
       policyholders                                                    209.0                   30.2               239.2
                                                               -------------------   ------------------   ------------------
           Total expense                                       $        280.7        $          30.2      $        310.9
                                                               ===================   ==================   ==================


</TABLE>

     Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management  to make  estimates  and  assumptions  that  affect the  amounts
     reported in the financial statements and accompanying notes. Actual results
     could differ from reported results using those estimates.

     Cash and Cash Equivalents

     Cash and cash equivalents  include cash on hand,  money market  instruments
     and other debt issues with a maturity of 90 days or less when purchased.


                                       29

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Investments

     All of the Company's  fixed  maturity and equity  securities  are currently
     designated  as   available-for-sale.   Available-for-sale   securities  are
     reported at fair value and unrealized  gains and losses on these securities
     are included directly in shareholder's equity, after adjustment for related
     charges in deferred policy  acquisition  costs, value of business acquired,
     and deferred income taxes.

     The Company analyzes the general account  investments to determine  whether
     there has been an other than  temporary  decline  in fair  value  below the
     amortized  cost  basis in  accordance  with FAS No.  115,  "Accounting  for
     Certain  Investments in Debt and Equity Securities."  Management  considers
     the length of the time and the  extent to which the  market  value has been
     less than cost;  the financial  condition  and  near-term  prospects of the
     issuer; future economic conditions and market forecasts;  and the Company's
     intent and ability to retain the  investment  in the issuer for a period of
     time  sufficient to allow for recovery in market  value.  If it is probable
     that all amounts due according to the contractual  terms of a debt security
     will not be collected,  an other than temporary impairment is considered to
     have occurred.

     In addition,  the Company  invests in structured  securities  that meet the
     criteria  of  Emerging   Issues  Task  Force   ("EITF")  Issue  No.  99-20,
     "Recognition  of Interest  Income and  Impairment on Purchased and Retained
     Beneficial Interests in Securitized Financial Assets". Under Issue No. EITF
     99-20, a determination  of the required  impairment is based on credit risk
     and the  possibility  of  significant  prepayment  risk that  restricts the
     Company's ability to recover the investment. An impairment is recognized if
     the fair value of the  security is less than  amortized  cost and there has
     been an adverse change in cash flow since the remeasurement date.

     When a decline in fair value is determined to be other than temporary,  the
     individual security is written down to fair value and the loss is accounted
     for as a realized loss.

     Realized capital gains and losses on all other  investments are included in
     the consolidated income statements.

     Unrealized  capital gains and losses on all other investments are reflected
     in shareholder's equity, net of related income taxes.

     Purchases and sales of fixed  maturities and equity  securities  (excluding
     private placements) are recorded on the trade date.  Purchases and sales of
     private placements and mortgage loans are recorded on the closing date.

     Fair values for fixed  maturities  are obtained  from  independent  pricing
     services or  broker/dealer  quotations.  Fair values for  privately  placed
     bonds are determined using a matrix-based  model.  The  matrix-based  model
     considers the level of risk-free interest rates, current corporate spreads,
     the  credit  quality of the  issuer  and cash flow  characteristics  of the


                                       30

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     security.  The fair values for equity securities are based on quoted market
     prices.  For equity  securities not actively traded,  estimated fair values
     are  based  upon  values  of issues of  comparable  yield  and  quality  or
     conversion value where applicable.

     The Company engages in securities  lending whereby certain  securities from
     its portfolio are loaned to other  institutions  for short periods of time.
     Initial  collateral,  primarily  cash, is required at a rate of 102% of the
     market value of the loaned domestic securities. The collateral is deposited
     by the  borrower  with a lending  agent,  and  retained and invested by the
     lending agent according to the Company's  guidelines to generate additional
     income.  The market value of the loaned  securities is monitored on a daily
     basis with additional  collateral  obtained or refunded as the market value
     of the loaned securities fluctuates.

     Reverse  dollar  repurchase  agreement  and  reverse  repurchase  agreement
     transactions  are accounted  for as  collateralized  borrowings,  where the
     amount borrowed is equal to the sales price of the underlying securities.

     The  investment  in mutual funds  represents  an investment in mutual funds
     managed by the Company, and is carried at fair value.

     Mortgage  loans  on  real  estate  are  reported  at  amortized  cost  less
     impairment  writedowns.  If the value of any mortgage loan is determined to
     be  impaired  (i.e.,  when it is  probable  the  Company  will be unable to
     collect all  amounts due  according  to the  contractual  terms of the loan
     agreement),  the  carrying  value of the  mortgage  loan is  reduced to the
     present  value of  expected  cash  flows from the loan,  discounted  at the
     loan's effective  interest rate, or to the loan's  observable market price,
     or the fair value of the underlying  collateral.  The carrying value of the
     impaired loans is reduced by establishing a permanent  writedown charged to
     realized loss.

     Policy loans are carried at unpaid  principal  balances,  net of impairment
     reserves.

     Short-term  investments,  consisting  primarily of money market instruments
     and other fixed maturities issues purchased with an original maturity of 91
     days to one year, are considered available for sale and are carried at fair
     value, which approximates amortized cost.

     The  Company's  use of  derivatives  is limited to  hedging  purposes.  The
     Company enters into interest rate and currency contracts,  including swaps,
     caps,  and floors to reduce and manage  risks  associated  with  changes in
     value,  yield,  price, cash flow or exchange rates of assets or liabilities
     held or intended to be held.  Changes in the fair value of open  derivative
     contracts are recorded in net realized capital gains and losses.

     On  occasion,   the  Company  sells  call  options  written  on  underlying
     securities  that are carried at fair value.  Changes in fair value of these
     options are recorded in net realized capital gains or losses.


                                       31
<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Deferred Policy Acquisition Costs and Value of Business Acquired

     Deferred Policy  Acquisition  Costs ("DAC") is an asset,  which  represents
     certain costs of acquiring certain insurance  business,  which are deferred
     and  amortized.  These  costs,  all of which  vary  with and are  primarily
     related to the production of new and renewal business,  consist principally
     of commissions,  certain  underwriting and contract issuance expenses,  and
     certain agency expenses.  Value of Business  Acquired ("VOBA") is an asset,
     which  represents the present value of estimated net cash flows embedded in
     the Company's contracts, which existed at the time the Company was acquired
     by ING. DAC and VOBA are evaluated for recoverability at each balance sheet
     date and these assets would be reduced to the extent that gross profits are
     inadequate to recover the asset.

     The  amortization  methodology  varies  by  product  type  based  upon  two
     accounting  standards:  FAS No. 60,  "Accounting and Reporting by Insurance
     Enterprises"  ("FAS No. 60") and FAS No. 97,  "Accounting  and Reporting by
     Insurance  Enterprises  for Certain  Long-Duration  Contracts  and Realized
     Gains and Losses from the Sale of Investments" ("FAS No. 97").

     Under  FAS  No.  60,  acquisition  costs  for  traditional  life  insurance
     products,  which  primarily  include  whole  life and term  life  insurance
     contracts,  are amortized over the premium  payment period in proportion to
     the premium revenue recognition.

     Under FAS No. 97, acquisition costs for universal life and  investment-type
     products,  which  include  universal  life  policies and fixed and variable
     deferred  annuities,  are amortized over the life of the blocks of policies
     (usually 25 years) in relation to the emergence of estimated  gross profits
     from surrender charges,  investment margins, mortality and expense margins,
     asset-based fee income,  and actual realized gains (losses) on investments.
     Amortization  is  adjusted  retrospectively  when  estimates  of current or
     future gross profits to be realized from a group of products are revised.

     DAC and VOBA are  written  off to the  extent  that it is  determined  that
     future  policy  premiums  and  investment  income or gross  profits are not
     adequate to cover related expenses.


                                       32

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Activity for the years ended  December 31, 2003,  2002 and 2001 within VOBA
     was as follows:

<TABLE>

<S>  <C>                                                                            <C>

     (Millions)

     Balance at December 31, 2000                                                   $         25.9

       Adjustment for FAS No. 115                                                             (1.3)
       Interest accrued at 7%                                                                  1.6
       Amortization                                                                           (6.0)
                                                                                    -----------------
     Balance at December 31, 2001                                                             20.2

       Adjustment for FAS No. 115                                                             (5.1)
       Additions                                                                              (3.3)
       Interest accrued at 7%                                                                  1.3
       Amortization                                                                           (4.6)
                                                                                    -----------------
     Balance at December 31, 2002                                                              8.5

       Adjustment for FAS No. 115                                                              4.3
       Additions                                                                                 -
       Interest accrued at (4% - 5%)                                                           0.4
       Amortization                                                                           (4.7)
                                                                                    -----------------
     Balance at December 31, 2003                                                   $          8.5
                                                                                    =================
</TABLE>

     The  estimated  amount of VOBA to be amortized,  net of interest,  over the
     next five years is $7.7 million,  $5.7 million,  $4.1 million, $3.3 million
     and  $2.6  million  for  the  years  2004,   2005,  2006,  2007  and  2008,
     respectively.  Actual amortization  incurred during these years may vary as
     assumptions are modified to incorporate actual results.

     As part of the regular analysis of DAC/VOBA, at the end of third quarter of
     2002, the Company  unlocked its long-term rate of return  assumptions.  The
     Company reset  long-term  assumptions  for the separate  account returns to
     9.0% (gross before fund management fees and mortality and expense and other
     policy  charges),  as of December 31, 2002,  reflecting a blended return of
     equity and other sub-accounts. The initial unlocking adjustment in 2002 was
     primarily  driven by the  sustained  downturn  in the  equity  markets  and
     revised expectations for future returns.  During 2002, the Company recorded
     an acceleration of DAC/VOBA amortization totaling $91.5 million before tax,
     or $59.5 million, net of $32.0 million of federal income tax benefit.

     The  Company  has  remained  unlocked  during  2003,  and  reset  long-term
     assumptions  for the  separate  account  returns  from 9.0% to 8.5%  (gross
     before fund  management  fees and  mortality  and expense and other  policy
     charges),  as of December 31, 2003,  maintaining a blended return of equity
     and other  sub-accounts.  The 2003 unlocking  adjustment  from the previous
     year was  primarily  driven by improved  market  performance.  For the year
     ended  December 31, 2003, the Company  recorded a deceleration  of DAC/VOBA
     amortization  totaling $41.3 million  before tax, or $26.9 million,  net of
     $14.4 million of federal income tax expense.


                                       33
<PAGE>

ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Policy Liabilities and Accruals

     Reserves for immediate  annuities with life contingent payout contracts are
     computed on the basis of assumed investment yield, mortality, and expenses,
     including a margin for adverse deviations.  Such assumptions generally vary
     by plan, year of issue and policy  duration.  Reserve  interest rates range
     from 3.0% to 3.5% for all years presented. Investment yield is based on the
     Company's experience.

     Mortality and withdrawal  rate  assumptions  are based on relevant  Company
     experience and are periodically  reviewed  against both industry  standards
     and experience.

     Other policyholders' funds include reserves for deferred annuity investment
     contracts and immediate annuities without life contingent payouts. Reserves
     on such  contracts  are  equal to  cumulative  deposits  less  charges  and
     withdrawals  plus credited  interest thereon (rates range from 2.4% to 7.5%
     for all years presented) net of adjustments for investment  experience that
     the Company is entitled to reflect in future credited interest.

     Revenue Recognition

     For certain annuity  contracts,  charges  assessed  against  policyholders'
     funds for the cost of insurance,  surrender, expenses, actuarial margin and
     other  fees are  recorded  as  revenue  as  charges  are  assessed  against
     policyholders.  Other amounts received for these contracts are reflected as
     deposits  and are not  recorded as revenue.  Related  policy  benefits  are
     recorded  in relation to the  associated  premiums or gross  profit so that
     profits are  recognized  over the  expected  lives of the  contracts.  When
     annuity  payments with life  contingencies  begin under contracts that were
     initially investment  contracts,  the accumulated balance in the account is
     treated as a single premium for the purchase of an annuity and reflected as
     an offsetting  amount in both  premiums and current and future  benefits in
     the Consolidated Income Statement.

     Separate Accounts

     Separate   Account  assets  and  liabilities   generally   represent  funds
     maintained to meet specific  investment  objectives of contractholders  who
     bear the investment  risk,  subject,  in some cases, to minimum  guaranteed
     rates.  Investment  income and investment gains and losses generally accrue
     directly to such  contractholders.  The assets of each  account are legally
     segregated  and are not  subject  to  claims  that  arise  out of any other
     business of the Company.

     Separate  Account assets  supporting  variable options under universal life
     and annuity contracts are invested,  as designated by the contractholder or
     participant  under a contract (who bears the  investment  risk subject,  in
     limited cases, to minimum guaranteed rates) in shares of mutual funds which
     are managed by the Company,  or other selected  mutual funds not managed by
     the Company.


                                       34

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Separate Account assets are carried at fair value. At December 31, 2003 and
     2002,   unrealized   gains  of  $112.8  million  and  of  $133.4   million,
     respectively,  after taxes,  on assets  supporting  a  guaranteed  interest
     option are reflected in shareholder's equity.

     Separate  Account  liabilities are carried at fair value,  except for those
     relating  to the  guaranteed  interest  option.  Reserves  relating  to the
     guaranteed  interest  option  are  maintained  at fund  value  and  reflect
     interest  credited at rates  ranging  from 2.4% to 7.5% in 2003 and 2.4% to
     11.0% in 2002.

     Separate  Account assets and liabilities are shown as separate  captions in
     the  Consolidated  Balance  Sheets.  Deposits,  investment  income  and net
     realized and unrealized  capital gains and losses of the Separate  Accounts
     are not  reflected  in the  Consolidated  Financial  Statements  (with  the
     exception of realized and unrealized capital gains and losses on the assets
     supporting the guaranteed interest option). The Consolidated  Statements of
     Cash Flows do not reflect investment activity of the Separate Accounts.

     Reinsurance

     The  Company  utilizes  indemnity  reinsurance  agreements  to  reduce  its
     exposure to large  losses in all aspects of its  insurance  business.  Such
     reinsurance  permits  recovery  of a  portion  of losses  from  reinsurers,
     although  it does not  discharge  the primary  liability  of the Company as
     direct insurer of the risks reinsured.  The Company evaluates the financial
     strength of potential  reinsurers  and  continually  monitors the financial
     condition of reinsurers. Only those reinsurance recoverable balances deemed
     probable of  recovery  are  reflected  as assets on the  Company's  Balance
     Sheets.

     Income Taxes

     The  Company is taxed at regular  corporate  rates after  adjusting  income
     reported  for  financial  statement  purposes for certain  items.  Deferred
     income  tax  expenses/benefits  result  from  changes  during  the  year in
     cumulative  temporary  differences  between the tax basis and book basis of
     assets and liabilities.


                                       35

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Deferred  corporate tax is stated at the face value and is  calculated  for
     temporary  valuation  differences  between  carrying  amounts of assets and
     liabilities  in the balance sheet and tax bases based on tax rates that are
     expected  to apply  in the  period  when the  assets  are  realized  or the
     liabilities are settled.

     Deferred tax assets are  recognized  to the extent that it is probable that
     taxable  profits will be available  against which the deductible  temporary
     differences  can be utilized.  A deferred tax asset is  recognized  for the
     carryforward  of unused tax losses to the extent that it is  probable  that
     future taxable profits will be available for compensation.


2.   Investments

     Fixed maturities available for sale as of December 31 were as follows:

<TABLE>
<S>                                                                    <C>            <C>            <C>             <C>

                                                                                          Gross          Gross
                                                                         Amortized      Unrealized     Unrealized        Fair
                                                                            Cost          Gains          Losses          Value
                                                                       -------------  -------------  --------------  -------------
     2003

     (Millions)

     U.S. government and government
       agencies and authorities                                        $     23.8     $       0.1    $          -    $      23.9
     State, municipalities and political subdivisions                         5.0               -             0.4            4.6

     U.S. corporate securities:
       Public utilities                                                     482.1            35.7             3.7          514.1
       Other corporate securities                                         2,630.8           128.7            12.1        2,747.4
                                                                       -------------  -------------  --------------  -------------
     Total U.S. corporate securities                                      3,112.9           164.4            15.8        3,261.5
                                                                       -------------  -------------  --------------  -------------
     Foreign securities:
       Government                                                            68.5             1.0             1.0           68.5
       Other                                                                559.7            30.3             5.5          584.5
                                                                       -------------  -------------  --------------  -------------
     Total foreign securities                                               628.2            31.3             6.5          653.0
                                                                       -------------  -------------  --------------  -------------
     Mortgage-backed securities                                             790.0             6.0             4.6          791.4
     Other assets-backed securities                                         487.1             5.5             3.7          488.9
                                                                       -------------  -------------  --------------  -------------
     Total fixed maturities                                            $  5,047.0     $     207.3    $       31.0    $   5,223.3
                                                                       =============  =============  ==============  =============
</TABLE>


                                       36

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Fixed maturities available for sale as of December 31 were as follows:

<TABLE>
<S>                                                                    <C>            <C>            <C>             <C>

                                                                                          Gross          Gross
                                                                         Amortized      Unrealized     Unrealized        Fair
                                                                            Cost          Gains          Losses          Value
                                                                       -------------  -------------  --------------  -------------
     2002

     (Millions)

     U.S. government and government
       agencies and authorities                                        $    207.3     $       2.3    $        0.1    $     209.5

     U.S. corporate securities:
       Public utilities                                                     335.7            15.5             1.9          349.3
       Other corporate securities                                         2,739.5           163.2             6.4        2,896.4
                                                                       -------------  -------------  --------------  -------------
     Total U.S. corporate securities                                      3,075.2           178.7             8.3        3,245.7
                                                                       -------------  -------------  --------------  -------------

     Foreign securities:
       Government                                                            64.8             2.9               -           67.7
       Other                                                                436.3            27.7             2.6          461.3
                                                                       -------------  -------------  --------------  -------------
     Total foreign securities                                               501.1            30.6             2.6          529.0
                                                                       -------------  -------------  --------------  -------------
     Mortgage-backed securities                                             641.7            12.0             0.2          653.5

     Other assets-backed securities                                         294.8             7.0             3.1          298.7
                                                                       -------------  -------------  --------------  -------------
     Total fixed maturities                                            $  4,720.1     $     230.6    $       14.3    $   4,936.4
                                                                       =============  =============  ==============  =============
</TABLE>

     At  December  31,  2003 and 2002,  net  unrealized  appreciation  is $176.3
     million  and $216.3  million,  respectively,  on  available-for-sale  fixed
     maturities.

     The aggregate unrealized losses and related fair values of investments with
     unrealized losses as of December 31, 2003, are shown below by duration:

<TABLE>
<S>                                                                               <C>              <C>

                                                                                   Unrealized         Fair
                                                                                      Loss            Value
                                                                                  ------------     -----------
     (Millions)

     Duration category:
       Less than six months below cost                                            $      9.3       $    675.3
       More than six months and less than twelve months below cost                      20.4            679.7
       More than twelve months below cost                                                1.3              7.9
                                                                                  ------------     -----------
     Fixed maturities                                                             $     31.0       $  1,362.9
                                                                                  ============     ===========
</TABLE>


                                       37

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Of the  losses  more than 6 months and less than 12 months in  duration  of
     $20.4  million,  there were $9.1  million  in  unrealized  losses  that are
     primarily  related to interest rate  movement or spread  widening for other
     than  credit-related  reasons.  Business  and  operating  fundamentals  are
     performing  as  expected.  The  remaining  losses  of $11.3  million  as of
     December 31, 2003 included the following significant items:

          $3.6 million of unrealized  losses related to securities  reviewed for
          impairment under the guidance  prescribed by EITF 99-20. This category
          includes  U.S.  government-backed   securities,   principal  protected
          securities  and  structured  securities  which did not have an adverse
          change in cash flows for which the carrying amount was $195.1 million.

          $6.3  million of  unrealized  losses  relating  to the  energy/utility
          industry,  for which the carrying  amount was $125.7  million.  During
          2003,  the  energy  sector  recovered  due  to a  gradually  improving
          economic   picture   and   the   lack  of  any   material   accounting
          irregularities  similar to those  experienced  in the prior two years.
          The Company's year-end analysis indicates that the Company expects the
          debt to be serviced in accordance with the contractual terms.

          The remaining  unrealized  losses  totaling  $1.4 million  relate to a
          carrying amount of $61.9 million.

     Of the losses more than 12 months in duration of $1.3  million,  there were
     $0.6  million  related to  securities  reviewed  for  impairment  under the
     guidance   prescribed   by  EITF  99-20.   This   category   includes  U.S.
     government-backed securities, principal protected securities and structured
     securities which did not have an adverse change in cash flows for which the
     carrying amount was $4.0 million.

     The  amortized  cost and  fair  value of  total  fixed  maturities  for the
     year-ended  December  31,  2003 are shown  below by  contractual  maturity.
     Actual maturities may differ from contractual maturities because securities
     may be restructured, called, or prepaid.

<TABLE>
<S>                                                                               <C>              <C>

                                                                                   Amortized          Fair
                                                                                      Cost            Value
                                                                                  ------------     -----------
     (Millions)

     Due to mature:
       One year or less                                                           $      30.6      $     31.0
       After one year through five years                                                880.9           921.1
       After five years through ten years                                             1,866.6         1,962.7
       After ten years                                                                  666.4           686.2
       Mortgage-backed securities                                                     1,115.4         1,133.3
       Other asset-backed securities                                                    487.1           489.0
                                                                                  ------------     -----------
     Fixed maturities                                                             $   5,047.0      $  5,223.3
                                                                                  ============     ===========
</TABLE>


                                       38

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     At December 31, 2003 and 2002,  fixed  maturities  with fair values of $2.9
     million  and $7.5  million,  respectively,  were on deposit as  required by
     regulatory authorities.

     The Company did not have any  investments  in a single  issuer,  other than
     obligations of the U.S. government,  with a carrying value in excess of 10%
     of the Company's shareholder's equity at December 31, 2003.

     Beginning in April 2001, the Company entered into reverse dollar repurchase
     agreement and reverse  repurchase  agreement  transactions  to increase its
     return on investments and improve liquidity.  These transactions  involve a
     sale of securities  and an agreement to repurchase  substantially  the same
     securities  as  those  sold.  The  dollar  rolls  and  reverse   repurchase
     agreements  are accounted for as short-term  collateralized  financings and
     the repurchase  obligation is reported on the Consolidated  Balance Sheets.
     The repurchase  obligation totaled $120.1 and $40.0 million at December 31,
     2003 and 2002, respectively.

     The primary risk associated with  short-term  collateralized  borrowings is
     that the  counterparty  will be  unable to  perform  under the terms of the
     contract.  The  Company's  exposure  is  limited  to the  excess of the net
     replacement  cost  of the  securities  over  the  value  of the  short-term
     investments,  an amount that was not  material at December  31,  2003.  The
     Company  believes  the  counterparties  to  the  dollar  roll  and  reverse
     repurchase agreements are financially responsible and that the counterparty
     risk is immaterial.

     During 2003, the Company  determined  that five fixed  maturities had other
     than temporary impairments.  As a result, at December 31, 2003, the Company
     recognized a pre-tax  loss of $5.7 million to reduce the carrying  value of
     the fixed maturities to their fair value of $4.2 million.  During 2002, the
     Company  determined that thirteen fixed maturities had other than temporary
     impairments.  As a result,  at December 31, 2002, the Company  recognized a
     pre-tax  loss of $8.9  million  to reduce the  carrying  value of the fixed
     maturities to their combined fair value of $123.5 million. During 2001, the
     Company  determined  that ten fixed  maturities  had other  than  temporary
     impairments.  As a result,  at December 31, 2001, the Company  recognized a
     pre-tax  loss of $0.7  million  to reduce the  carrying  value of the fixed
     maturities to their fair value of $0.7 million.


3.   Financial Instruments

     Estimated Fair Value

The following  disclosures are made in accordance  with the  requirements of FAS
No. 107,  "Disclosures about Fair Value of Financial  Instruments".  FAS No. 107
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate that value. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation techniques.


                                       39

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Those  techniques  are  significantly  affected  by the  assumptions  used,
     including  the discount  rate and  estimates of future cash flows.  In that
     regard,  the derived  fair value  estimates,  in many  cases,  could not be
     realized in immediate  settlement of the  instrument.  FAS No. 107 excludes
     certain  financial  instruments and all  nonfinancial  instruments from its
     disclosure  requirements.  Accordingly,  the  aggregate  fair value amounts
     presented do not represent the underlying value of the Company.

     The following valuation methods and assumptions were used by the Company in
     estimating the fair value of the above financial instruments:

     Fixed  maturities  securities:  The fair  values  for the  actively  traded
     marketable  bonds are determined  based upon the quoted market prices.  The
     fair values for  marketable  bonds  without an active  market are  obtained
     through  several  commercial  pricing  services which provide the estimated
     fair values.  Fair values of privately  placed bonds are determined using a
     matrix-based  pricing  model.  The model  considers  the  current  level of
     risk-free interest rates,  current corporate spreads, the credit quality of
     the issuer and cash flow characteristics of the security.  Using this data,
     the model  generates  estimated  market values which the Company  considers
     reflective of the fair value of each privately placed bond. Fair values for
     privately placed bonds are determined through consideration of factors such
     as the net worth of the  borrower,  the value of  collateral,  the  capital
     structure of the  borrower,  the presence of  guarantees  and the Company's
     evaluation of the borrower's ability to compete in their relevant market.

     Equity  securities:  Fair values of these  securities are based upon quoted
     market value.

     Mortgage  loans on real estate:  The fair values for mortgage loans on real
     estate  are  estimated  using  discounted  cash  flow  analyses  and  rates
     currently  being offered in the  marketplace for similar loans to borrowers
     with  similar  credit  ratings.  Loans  with  similar  characteristics  are
     aggregated for purposes of the calculations.

     Cash,  short-term  investments and policy loans:  The carrying  amounts for
     these assets approximate the assets' fair values.

     Assets held in separate  accounts:  Assets  held in separate  accounts  are
     reported  at the quoted  fair values of the  individual  securities  in the
     separate accounts.

     Surplus  notes:  Estimated  fair value of the Company's  surplus notes were
     based upon discounted future cash flows using a discount rate approximating
     the current market value.

     Investment  contract  liabilities  (included in future policy  benefits and
     claims' reserves):

     With a fixed maturity: Fair value is estimated by discounting cash flows at
     interest rates currently being offered by, or available to, the Company for
     similar contracts.


                                       40

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Without a fixed maturity:  Fair value is estimated as the amount payable to
     the policyholder upon demand. However, the Company has the right under such
     contracts to delay payment of withdrawals  which may  ultimately  result in
     paying an amount different than that determined to be payable on demand.

     Liabilities  related to separate accounts:  Liabilities related to separate
     accounts  are reported at full account  value in the  Company's  historical
     balance sheet.  Estimated fair values of separate  account  liabilities are
     equal to their carrying amount.

     The carrying  values and estimated  fair values of certain of the Company's
     financial instruments at December 31, 2003 and 2002 were as follows:


<TABLE>
<S>                                                             <C>              <C>            <C>              <C>

                                                                           2003                            2002
                                                                --------------------------      --------------------------
                                                                 Carrying          Fair          Carrying          Fair
                                                                   Value           Value           Value           Value
                                                                ----------       ---------      ----------       ---------
      (Millions)

      Assets:
        Fixed maturity                                          $ 5,223.3        $ 5,223.3      $ 4,936.4        $ 4,936.4
        Equity securities                                             5.6              5.6           19.0             19.0
        Mortgage loans on real estate                               847.6            878.1          482.4            522.2
        Policy loans                                                 17.5             17.5           16.0             16.0
        Cash and short-term investments                              35.6             35.6          150.7            150.7
        Assets held in separate accounts                         17,112.6         17,112.6       11,029.3         11,029.3

      Liabilities:
        Surplus notes                                               170.0            267.7          170.0            260.0
        Investment contract liabilities:
          Deferred annuities                                      5,180.2          4,872.0        5,128.0          4,802.9
          Supplementary contracts and
            immediate annuities                                      12.9             12.9            8.0              8.0
          Liabilities related to separate account                17,112.6         17,112.6       11,029.3         11,029.3
</TABLE>


     Fair  value  estimates  are made at a  specific  point  in  time,  based on
     available   market   information  and  judgment  about  various   financial
     instruments,  such as estimates of timing and amounts of future cash flows.
     Such  estimates  do not reflect any premium or discount  that could  result
     from  offering  for sale at one time the  Company's  entire  holdings  of a
     particular financial instrument, nor do they consider the tax impact of the
     realization of unrealized  gains or losses.  In many cases,  the fair value
     estimates cannot be substantiated by comparison to independent markets, nor
     can  the  disclosed  value  be  realized  in  immediate  settlement  of the
     instruments. In evaluating the Company's management of interest rate, price
     and liquidity risks,  the fair values of all assets and liabilities  should
     be taken into consideration, not only those presented above.


                                       41

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

    Derivative Financial Instruments

     Interest Rate Swaps

     Interest  rate  swaps  are used to  manage  the  interest  rate risk in the
     Company's  bond  portfolio as well as the Company's  liabilities.  Interest
     rate swaps  represent  contracts that require the exchange of cash flows at
     regular  interim  periods,  typically  monthly or  quarterly.  The notional
     amount,  carrying  value and  estimated  fair value of the  Company's  open
     interest  rate swaps as of December  31, 2003 were  $250.0  million,  $22.8
     million and $22.8 million,  respectively. The Company did not have interest
     rate swaps at December 31, 2002.


4.   Net Investment Income

     Sources of net investment income were as follows:

<TABLE>
<S>                                                      <C>                 <C>                  <C>

                                                               Year ended          Year ended          Year ended
                                                              December 31,        December 31,        December 31,
                                                                  2003                2002                2001
                                                         ------------------- -------------------- -------------------
     (Millions)
     Fixed maturities                                    $           287.7   $            185.6   $            83.7
     Mortgage loans                                                   36.2                 19.6                11.2
     Policy loans                                                      0.8                  0.6                 0.8
     Short-term investments and cash equivalents                       0.7                  2.6                 2.6
     Other                                                            16.1                  0.4                 0.6
                                                         ------------------- -------------------- -------------------
     Gross investment income                                         341.5                208.8                98.9

     Less: investment expenses                                        21.2                 11.1                 4.5
                                                         ------------------- -------------------- -------------------
     Net investment                                      $           320.3   $            197.7   $            94.4
                                                         =================== ==================== ===================
</TABLE>


5.   Dividend Restrictions and Shareholder's Equity

     The  Company's  ability  to pay  dividends  to its Parent is subject to the
     prior  approval  of  insurance   regulatory   authorities  for  payment  of
     dividends,  which  exceed an annual  limit.  The Company did not pay common
     stock dividends during 2003, 2002 and 2001.

     The  Insurance  Departments  of the State of Delaware and the State of Iowa
     (the  "Department")  recognize as net income and capital and surplus  those
     amounts  determined  in  conformity  with  statutory  accounting  practices
     prescribed or permitted by the Department, which differ in certain respects
     from  accounting  principles  generally  accepted  in  the  United  States.
     Statutory  net  income  (loss)  was $7.6  million,  $(303.0)  million,  and
     $(156.4)  million for the years ended  December  31,  2003,  2002 and 2001,
     respectively.  Statutory  capital and surplus was $733.9 million and $424.9
     million as of December 31, 2003 and 2002, respectively.


                                       42

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     As of  December  31,  2003,  the Company  does not  utilize  any  statutory
     accounting  practices,   which  are  not  prescribed  by  state  regulatory
     authorities  that,  individually  or in the  aggregate,  materially  affect
     statutory capital and surplus.

     The Company  maintains a $40.0  million  revolving  note  facility with ING
     America  Insurance  Holdings,  Inc. ("ING AIH"), a perpetual  $75.0 million
     revolving  note  facility  with  Bank  of New  York  and a  $125.0  million
     revolving note facility with SunTrust Bank, which expires on July 30, 2004.


6.   Capital Gains and Losses

     Realized  capital gains or losses are the  difference  between the carrying
     value and sale proceeds of specific  investments sold. Net realized capital
     (losses) gains on investments were as follows:

<TABLE>
<S>                                                                    <C>                <C>                <C>

                                                                           Year ended         Year ended         Year ended
                                                                          December 31,       December 31,       December 31,
     (Millions)                                                               2003               2002               2001
                                                                       -----------------  -----------------  ------------------

     Fixed maturities                                                  $          99.7    $           4.2    $          (4.9)
     Equity securities                                                            (1.0)                 -               (1.6)
     Derivatives                                                                (134.9)                 -                  -
                                                                       -----------------  -----------------  ------------------
     Pretax realized capital gains (losses)                            $         (36.2)   $           4.2    $          (6.5)
                                                                       =================  =================  ==================
     After-tax realized capital gains (losses)                         $         (23.5)   $           2.7    $          (4.2)
                                                                       =================  =================  ==================
</TABLE>

     Proceeds  from the sale of total fixed  maturities  and the  related  gross
     gains and losses were as follows:

<TABLE>
<S>                                                                    <C>                <C>                <C>

                                                                           Year ended         Year ended         Year ended
                                                                          December 31,       December 31,       December 31,
     (Millions)                                                               2003               2002               2001
                                                                       -----------------  -----------------  ------------------
     Proceeds on sales                                                 $       5,806.4    $       6,281.7    $         880.7
     Gross gains                                                                 136.3               76.8                6.9
     Gross losses                                                                 36.6               72.6               11.8

</TABLE>

                                       43
<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Changes in  shareholder's  equity related to changes in  accumulated  other
     comprehensive income were as follows:

<TABLE>
<S>                                                                    <C>                <C>                <C>

                                                                          Year ended         Year ended         Year ended
                                                                          December 31,       December 31,       December 31,
     (Millions)                                                               2003               2002               2001
                                                                       -----------------  -----------------  ------------------

     Fixed maturities                                                  $        (40.0)    $         204.0    $          18.4
     Equity securities                                                            4.2                (3.9)                 -
     DAC/VOBA                                                                   131.4              (202.8)              (8.4)
                                                                       -----------------  -----------------  ------------------
     Subtotal                                                                    95.6                (2.7)              10.0

     Increase in deferred income taxes                                           33.5                1.0                 2.1
                                                                       -----------------  -----------------  ------------------
     Net changes in accumulated other
       comprehensive income (loss)                                     $         62.1     $         (1.7)    $           7.9
                                                                       =================  =================  ==================
</TABLE>

     Shareholder's equity included the following accumulated other comprehensive
     income (loss):

<TABLE>
<S>                                                                    <C>                <C>                <C>

                                                                             As of               As of             As of
                                                                          December 31,        December 31,      December 31,
     (Millions)                                                              2003                2002              2001
                                                                       -----------------  -----------------  ------------------
     Net unrealized capital gains (losses):
       Fixed maturities                                                $         176.3    $         216.3    $           12.3
       Equity securities                                                           0.3               (3.9)                  -
       DAC/VOBA                                                                  (77.8)            (209.2)               (6.4)
                                                                       -----------------  -----------------  ------------------
     Subtotal                                                                     98.8                3.2                 5.9

     Less: deferred income taxes                                                  34.6                1.1                 2.1
                                                                       -----------------  -----------------  ------------------
     Net accumulated other comprehensive
       income                                                          $          64.2    $           2.1    $            3.8
                                                                       =================  =================  ==================

</TABLE>


     Changes in  accumulated  other  comprehensive  income related to changes in
     unrealized gains (losses) on securities, were as follows:

<TABLE>
<S>                                                                    <C>                <C>                <C>

                                                                          Year ended         Year ended         Year ended
                                                                          December 31,       December 31,       December 31,
     (Millions)                                                               2003               2002               2001
                                                                       -----------------  -----------------  ------------------

     Unrealized holding gains (losses) arising the year(1)             $         (2.1)    $         (8.7)    $           11.1

     Less: reclassification adjustment for gains (losses)
       and other items included in net income(2)                                 64.2                7.0                 (3.2)
                                                                       -----------------  -----------------  ------------------

     Net unrealized gains (losses) on securities                       $         62.1    $          (1.7)    $            7.9
                                                                       =================  =================  ==================
</TABLE>


                                       44

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     (1)  Pretax unrealized  holding gains (losses) arising during the year were
          $(3.3) million,  $(13.4) million and $17.1 million for the years ended
          December  31,   2003,   2002  and  2001,   respectively.
     (2)  Pretax reclassification adjustments for gains (losses) and other items
          included in net income were $98.8  million,  $10.8  million and $(4.9)
          million  for the  years  ended  December  31,  2003,  2002  and  2001,
          respectively.


7.   Severance

     In December  2001,  ING announced its  intentions to further  integrate and
     streamline the U.S. based  operations of ING Americas,  (which includes the
     Company),  in order to build a more customer-focused  organization.  During
     the first  quarter  2003,  the Company  performed a detail  analysis of its
     severance  accrual.  As part of this  analysis,  the Company  corrected the
     initial  planned  number of people to eliminate  from 252 to 228 (corrected
     from the 2002 Annual  Report on Form 10K) and extended the date of expected
     completion  for severance  actions to June 30, 2003.  Activity for the year
     ended  December  31,  2003 within the  severance  liability  and  positions
     elimination related to such actions were as follows:

<TABLE>
<S>                                                                               <C>                  <C>

                                                                                     Severance
     (Millions)                                                                      Liability        Positions
                                                                                  ---------------  ---------------

     Balance at December 31, 2002                                                 $         0.8               34
       Payments                                                                            (0.8)               -
       Positions eliminated due to internal replacement jobs                                  -              (34)
                                                                                  ---------------  ---------------
     Balance at December 31, 2003                                                 $           -                -
                                                                                  ===============  ===============
</TABLE>


8.   Income Taxes

     In 2003 and 2002,  ING USA joined in the filing of a  consolidated  federal
     income  tax  return  with its  former  parent,  Equitable  Life  and  other
     affiliates.  The Company had a tax allocation agreement with Equitable Life
     whereby the Company  was charged for taxes it would have  incurred  were it
     not a member of the  consolidated  group and was credited for losses at the
     statutory tax rate. Prior to joining the Equitable Life consolidated group,
     the Company was the parent of a different consolidated group.

     At December 31, 2003, the Company has net operating loss  carryforwards  of
     approximately  $206.5  million for federal  income tax  purposes  which are
     available to offset future taxable income. If not used, these carryforwards
     will expire between 2014 and 2016.


                                       45

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Income tax expense  (benefit) from  continuing  operations  included in the
     consolidated financial statements are as follows:

<TABLE>
<S>                                                                <C>                <C>                 <C>

                                                                      Year ended         Year ended          Year ended
                                                                     December 31,       December 31,        December 31,
     (Millions)                                                          2003               2002                2001
                                                                   -----------------  -----------------   -----------------
     Current taxes (benefits):
       Federal                                                     $        (10.3)    $        (98.2)     $           0.6
                                                                   -----------------  -----------------   -----------------
         Total current taxes (benefits)                                     (10.3)             (98.2)                 0.6
                                                                   -----------------  -----------------   -----------------
     Deferred taxes (benefits):
       Operations and capital loss carryforwards                             53.3               (3.9)               (55.3)
       Other federal deferred taxes                                         (40.5)              89.6                 54.8
                                                                   -----------------  -----------------   -----------------
         Total deferred taxes (benefits)                                     12.8               85.7                 (0.5)
                                                                   -----------------  -----------------   -----------------
     Total income tax expense                                      $          2.5            $ (12.5)     $           0.1
                                                                   =================  =================   =================

</TABLE>

     Income  taxes were  different  from the amount  computed  by  applying  the
     federal income tax rate to income from continuing  operations before income
     taxes for the following reasons:


<TABLE>
<S>                                                                <C>                <C>                 <C>

                                                                       Year ended        Year ended,         Year ended,
                                                                      December 31,       December 31,        December 31,
     (Millions)                                                           2003               2002                2001
                                                                   -----------------  -----------------   -----------------
     Income before income taxes                                    $         63.9     $        (42.2)     $         (3.9)
     Tax rate                                                                  35%                35%                 35%
                                                                   -----------------  -----------------   -----------------
     Income tax at federal statutory rate                                    22.4              (14.8)               (1.4)
     Tax effect of:
       Goodwill amortization                                                    -                  -                 1.0
       Meals and entertainment                                                0.3                0.6                 0.5
       Dividend received deduction                                          (10.8)                 -                   -
       Refinement of deferred tax balances                                   (9.5)                 -                   -
       Other                                                                  0.1                1.7                   -
                                                                   -----------------  -----------------   -----------------
     Income taxes                                                  $          2.5     $        (12.5)     $          0.1
                                                                   =================  =================   =================
</TABLE>


                                       46

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

         The tax effects of temporary differences that give rise to deferred tax
         assets and deferred tax liabilities at December 31 are presented below:

<TABLE>
<S>                                                                         <C>                <C>

         (Millions)                                                                2003               2002
                                                                            -----------------  -----------------

         Deferred tax assets:
           Operations and capital loss carryforwards                        $          72.3    $        125.6
           Future policy benefits                                                      86.9             134.5
           Goodwill                                                                     9.8              11.1
           Investments                                                                  0.2               0.2
           Other                                                                       12.2                 -
                                                                            -----------------  -----------------
                  Total gross assets                                                  181.4             271.4
                                                                            -----------------  -----------------

         Deferred tax liabilities:
           Unrealized gains on investments                                            (61.9)            (74.3)
           Deferred policy acquisition cost                                          (232.6)           (254.8)
           Value of purchased insurance in force                                       (3.0)             (5.0)
           Other                                                                       (9.9)            (17.1)
                                                                            -----------------  -----------------
         Deferred tax liability before allowance                                     (307.4)           (351.2)
                                                                            -----------------  -----------------
         Valuation allowance                                                              -                 -
                                                                            -----------------  -----------------
         Net deferred income tax liability                                  $        (126.0)   $        (79.8)
                                                                            =================  =================
</TABLE>


     The Company  establishes  reserves for  possible  proposed  adjustments  by
     various  taxing  authorities.  Management  believes  there  are  sufficient
     reserves provided for, or adequate defenses against any such adjustments.


9.   Benefit Plans

     Defined Benefit Plan

     ING North America Insurance  Corporation ("ING North America") sponsors the
     ING  Americas  Retirement  Plan (the  "Retirement  Plan"),  effective as of
     December 31, 2001. Substantially all employees of ING North America and its
     subsidiaries and affiliates  (excluding  certain employees) are eligible to
     participate, including the Company's employees.

     The Retirement Plan is a  tax-qualified  defined benefit plan, the benefits
     of which are  guaranteed  (within  certain  specified  legal limits) by the
     Pension Benefit Guaranty Corporation  ("PBGC"). As of January 1, 2002, each
     participant in the Retirement Plan (except for certain specified employees)
     earn a benefit under a final average  compensation  formula.  Subsequent to
     December 31, 2001, ING North America is responsible for all Retirement Plan
     liabilities.  The  costs  allocated  to  the  Company  for  its  employees'
     participation  in the  Retirement  Plan were $7.3  million  for 2003,  $3.4
     million for 2002, and $1.2 million for 2001, respectively.


                                       47

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Defined Contribution Plan

     ING North  America  sponsors  the ING Savings  Plan and ESOP (the  "Savings
     Plan").   Substantially   all  employees  of  ING  North  America  and  its
     subsidiaries and affiliates  (excluding  certain employees) are eligible to
     participate,  including  the  Company's  employees.  The Savings  Plan is a
     tax-qualified  profit  sharing  and stock  bonus  plan,  which  includes an
     employee stock ownership plan ("ESOP") component. Savings Plan benefits are
     not guaranteed by the PBGC. The Savings Plan allows  eligible  participants
     to  defer  into  the  Savings  Plan  a  specified  percentage  of  eligible
     compensation  on a pre-tax  basis.  ING North America  matches such pre-tax
     contributions, up to a maximum of 6% of eligible compensation. All matching
     contributions  are subject to a 4-year graded  vesting  schedule  (although
     certain  specified  participants  are  subject to a 5-year  graded  vesting
     schedule).  All  contributions  made to the  Savings  Plan are  subject  to
     certain limits imposed by applicable law.  Pre-tax charges of operations of
     the Company for the Savings Plan were $2.3 million in 2003, $2.3 million in
     2002, and $0.9 million in 2001, respectively.

     Other Benefit Plans

     During 2003 and 2002,  benefit  charges to the  Company  related to the ING
     Americas  Supplemental   Executive  Retirement  Plan  that  covers  certain
     employees of the Company were not significant.


10.  Related Party Transactions

     Operating Agreements

     The Company has certain agreements whereby it generates revenues and incurs
     expenses with affiliated entities. The agreements are as follows:

          Resources  and  services  are  provided  to  Security  Life of  Denver
          Insurance  Company  ("SLDIC)  and  Southland  Life  Insurance  Company
          ("SLIC").  For the  years  ended  December  31,  2003,  2002  and 2001
          revenues for these services,  which reduced general expenses incurred,
          were $4.8  million,  $4.2 million and $0.3 million,  respectively  for
          SLDIC and $1.6 million,  $1.0 million and $0.1  million,  respectively
          for SLIC.

          Underwriting and distribution  agreement with Directed Services,  Inc.
          ("DSI"),  for the variable  insurance  products issued by the Company.
          DSI is  authorized to enter into  agreements  with  broker/dealers  to
          distribute    the   Company's'    variable    products   and   appoint
          representatives  of the  broker/dealers as agents. For the years ended
          December 31, 2003, 2002 and 2001 commission  expenses were incurred in
          the amounts of $253.8  million,  $282.9  million  and $229.7  million,
          respectively.

          Asset management agreement with ING Investment Management LLC ("IIM"),
          in which IIM provides asset  management and accounting  services.  The
          Company records a fee, which is paid quarterly,  based on the value of


                                       48

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

          the assets under  management.  For the years ended  December 31, 2003,
          2002 and 2001 expenses were incurred in the amounts of $20.8  million,
          $11.0 million and $4.4 million, respectively.

          Service  agreement  with Equitable  Life in which  administrative  and
          financial related services are provided.  For the years ended December
          31, 2003,  2002 and 2001 expenses were incurred in the amounts of $2.4
          million, $0.6 million and $0.3 million, respectively.

          Managerial  and  supervisory  services to DSI. The fee paid by DSI for
          these  services is calculated as a percentage of average assets in the
          variable  separate  accounts.  For the years ended  December 31, 2003,
          2002 and 2001  revenue for these  services  was $26.0  million,  $23.7
          million and $23.1 million, respectively.

          Advisory,  computer,  and other resources and services are provided to
          Equitable Life and United Life & Annuity Insurance Company  ("ULAIC").
          For the years ended  December  31,  2003,  2002 and 2001  revenues for
          these services, which reduced general expenses incurred, totaled $10.8
          million,  $9.8 million and $8.2  million,  respectively  for Equitable
          Life and $0.3 million, $0.3 million and $0.4 million, respectively for
          ULAIC.

          Expense   sharing   agreements   with  ING  AIH  for   administrative,
          management, financial, and information technology services, which were
          approved in 2001.  For the years ended December 31, 2003 and 2002, ING
          USA   incurred   expenses  of  $30.2   million   and  $41.0   million,
          respectively.

          Guaranty  agreement with Equitable Life. In consideration of an annual
          fee,  payable June 30,  Equitable  Life  guarantees  that it will make
          funds available,  if needed, to pay the contractual  claims made under
          the provisions of ING USA's life insurance and annuity contracts.  The
          agreement  is not,  and  nothing  contained  therein or done  pursuant
          thereto by Equitable Life shall be deemed to  constitute,  a direct or
          indirect  guaranty  by  Equitable  Life of the  payment of any debt or
          other obligation, indebtedness, or liability, of any kind or character
          whatsoever,  of ING USA. The agreement does not guarantee the value of
          the  underlying  assets  held in  separate  accounts in which funds of
          variable  life  insurance  and  variable  annuity  policies  have been
          invested.  The  calculation  of the  annual fee is based on risk based
          capital.  No amounts were payable under this  agreement as of December
          31, 2003, 2002 and 2001.

     Reinsurance Agreements

     ING USA  participates  in a modified  coinsurance  agreement with Equitable
     Life,  covering  a  considerable  portion of ING USA's  variable  annuities
     issued on or after January 1, 2000,  excluding  those with an interest rate
     guarantee. The financial statements are presented net of the effects of the
     agreement.

     Under this agreement,  ING USA received a net reimbursement of expenses and
     charges of $132.5 million,  $100.9 million and $224.5 million for the years
     ended December 31, 2003, 2002 and 2001, respectively.  This was offset by a
     decrease in policy  acquisition  costs deferred of $182.1  million,  $143.5
     million and $257.5 million, respectively, for the same periods. At December
     31, 2003,  2002 and 2001,  ING USA also had a payable to Equitable  Life of
     $34.5 million,  $7.1 million, and $22.6 million,  respectively,  due to the


                                       49

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     overpayment  by  Equitable  Life of the cash  settlement  for the  modified
     coinsurance agreement.

     ING USA entered into a reinsurance  agreement  with Security Life of Denver
     International,  Ltd.  ("SLDI"),  an affiliate,  covering  variable  annuity
     minimum guaranteed death benefits and minimum guaranteed living benefits of
     variable annuities issued after January 1, 2000. In March 2003, the Company
     amended its  reinsurance  agreement with SLDI.  Under this  amendment,  the
     Company  terminated  the  reinsurance  agreement  for all  inforce  and new
     business  and  recaptured  all  inforce   business   reinsured   under  the
     reinsurance  agreement  between the Company and SLDI retroactive to January
     1, 2003 and the Company  reduced  its  reinsurance  recoverable  related to
     these  liabilities by $150.1 million.  On March 28, 2003, SLDI  transferred
     assets to the Company in the amount of $185.6  million.  The  difference in
     amounts  transferred on March 28, 2003 and the reduction of the reinsurance
     recoverables  as of January 1, 2003 reflects  adjustments on the investment
     of the reinsurance  recoverable as of January 1, 2003 reflects  adjustments
     on the  investment  income on the assets and letter of credit costs between
     January 1, 2003 and the date of the asset transfer. It also encompasses the
     net effect of a recapture fee paid in the amount of $5.0 million  offset by
     the receipt of a $24.1 million negative ceding  commission.  The net impact
     of which was deferred in policy  acquisition  costs and is being  amortized
     over the period of estimated future profits.

     Reciprocal Loan Agreement

     ING USA  maintains a  reciprocal  loan  agreement  with ING AIH, a Delaware
     corporation  and  affiliate,  to facilitate  the handling of unusual and/or
     unanticipated  short-term cash  requirements.  Under this agreement,  which
     expires  December  31,  2007,  ING USA and ING AIH can  borrow  up to $40.0
     million from one another.  Prior to lending  funds to ING AIH, ING USA must
     obtain  the  approval  from the  Department  of  Insurance  of the State of
     Delaware.  Interest on any ING USA borrowings is charged at the rate of ING
     AIH's cost of funds for the interest period plus 0.15%. Interest on any ING
     AIH borrowings is charged at a rate based on the  prevailing  interest rate
     of U.S.  commercial  paper available for purchase with a similar  duration.
     Under  this  agreement,  ING USA  incurred  interest  expense  of  $66,087,
     $33,000,  and $26,000 for the years ended December 31, 2003, 2002 and 2001,
     respectively. At December 31, 2003, 2002 and 2001, ING USA did not have any
     borrowings or receivables from ING AIH under this agreement.

     Surplus Notes

     ING USA issued multiple 30-year surplus notes (see below table). Payment of
     the notes and related  accrued  interest is  subordinate to payments due to
     policyholders,  claimant and beneficiary  claims,  as well as debts owed to
     all other classes of debtors,  other than surplus note holders, of ING USA.
     Any  payment  of  principal  and/or  interest  made is subject to the prior


                                       50

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     approval of the Delaware Insurance  Commissioner.  Interest expense for the
     years ended December 31:

<TABLE>
<S>  <C>         <C>       <C>                          <C>                 <C>         <C>          <C>

     (Millions)

      Surplus                                            Maturity
        Note     Amount      Affiliate                     Date             2003        2002         2001

        8.2%      50.0    *Equitable Life                12/29/2029            -         2.0          4.1
        8.0%      35.0     Security Life of Denver       12/7/2029           2.8         2.8          2.8
        7.8%      75.0     Equitable Life                9/29/2029           5.8         5.8          5.8
        7.3%      60.0     Equitable Life                12/29/2028          4.4         4.4          4.4
        8.3%      25.0    *Equitable Life                12/17/2026            -         1.0          2.1

</TABLE>

     *Surplus notes redeemed June 28, 2002.

     Capital Transactions

     During 2003,  2002 and 2001,  ING USA  received  capital  contributions  of
     $230.0 million, $356.3 million and $196.8 million respectively.


11.  Reinsurance

     At  December  31,  2003,  ING  USA  had  reinsurance   treaties  with  four
     unaffiliated   reinsurers   and  two  affiliated   reinsurers   covering  a
     significant  portion of the mortality risks and guaranteed death and living
     benefits under its variable contracts. ING USA remains liable to the extent
     its  reinsurers  do  not  meet  their  obligations  under  the  reinsurance
     agreements.

     Reinsurance  ceded in force for life mortality risks were $79.3 million and
     $90.7 million at December 31, 2003 and 2002, respectively.  At December 31,
     2003 and 2002, the Company had net  receivables of $13.0 million and $196.9
     million,  respectively for reinsurance  claims,  reserve credits,  or other
     receivables  from  these  reinsurers.   At  December  31,  2003  and  2002,
     respectively,  these net receivables were comprised of the following: $15.0
     million and $36.7  million for claims  recoverable  from  reinsurers;  $5.8
     million and $6.3 million payable for reinsurance premiums;  $(20.2) million
     and $137.2 million for reserve credits; and $21.1 million and $24.0 million
     for reinsured surrenders and allowances due from an unaffiliated reinsurer.
     Included in the accompanying  consolidated financial statements,  excluding
     the modified coinsurance  agreements,  are net considerations to reinsurers
     of $8.9 million,  $50.8  million and $30.3 million and net policy  benefits
     recoveries of $34.1 million,  $49.5 million and $21.8 million for the years
     ended December 21, 2003, 2002 and 2001, respectively.

     ING  USA  participates  in  a  modified   coinsurance   agreement  with  an
     unaffiliated reinsurer. The accompanying  consolidated financial statements
     are presented net of the effects of the treaty which increased  (decreased)
     income by $(1.9)  million,  $(2.9) million and $(0.5) million for the years
     ended December 31, 2003, 2002 and 2001, respectively.


                                       51

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

12.  Commitments and Contingent Liabilities

     Leases

     For the year ended  December  31, 2003 and 2002 rent expense for leases was
     $2.6  million  and $2.4  million,  respectively.  The  future  net  minimum
     payments under  noncancelable  leases for the years ended December 31, 2004
     through 2008 are estimated to be $2.2 million,  $2.3 million, $2.4 million,
     $2.4 million and $2.4 million,  respectively, and $3.4 million, thereafter.
     The Company pays substantially all expenses  associated with its leased and
     subleased office properties.  Expenses not paid directly by the Company are
     paid for by an affiliate and allocated back to the Company.

     Commitments

     Through the normal course of investment operations,  the Company commits to
     either  purchase or sell  securities,  commercial  mortgage  loans or money
     market  instruments at a specified  future date and at a specified price or
     yield.  The  inability of  counterparties  to honor these  commitments  may
     result in either higher or lower replacement cost. Also, there is likely to
     be a change in the value of the securities  underlying the commitments.  At
     December 31, 2003 and 2002, the Company had off-balance  sheet  commitments
     to  purchase  investments  equal to their fair value of $25.2  million  and
     $77.0 million, respectively.

     Litigation

     The Company is a party to threatened or pending  lawsuits  arising from the
     normal  conduct of business.  Due to the climate in insurance  and business
     litigation,   suits  against  the  Company  sometimes  include  claims  for
     substantial compensatory, consequential or punitive damages and other types
     of  relief.  Moreover,  certain  claims  are  asserted  as  class  actions,
     purporting to represent a group of similarly situated individuals. While it
     is not  possible to  forecast  the  outcome of such  lawsuits,  in light of
     existing insurance, reinsurance and established reserves, it is the opinion
     of  management  that  the  disposition  of such  lawsuits  will  not have a
     materially  adverse  effect  on  the  Company's   operations  or  financial
     position.

     Other Regulatory Matters

     Like many  financial  services  companies,  certain U.S.  affiliates of ING
     Groep N.V. have received informal and formal requests for information since
     September 2003 from various  governmental and  self-regulatory  agencies in
     connection  with  investigations  related  to  mutual  funds  and  variable
     insurance products. ING has cooperated fully with each request.

     In addition to responding to regulatory requests,  ING management initiated
     an internal review of trading in ING insurance, retirement, and mutual fund
     products.  The goal of this review has been to identify  whether there have


                                       52

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     been any  instances  of  inappropriate  trading in those  products by third
     parties or by ING investment  professionals  and other ING personnel.  This
     internal  review is being  conducted  by  independent  special  counsel and
     auditors.  Additionally,  ING reviewed its  controls  and  procedures  in a
     continuing effort to deter improper frequent trading in ING products. ING's
     internal reviews related to mutual fund trading are continuing.

     The internal  review has  identified  several  arrangements  allowing third
     parties to engage in frequent  trading of mutual  funds within our variable
     insurance and mutual fund  products,  and  identified  other  circumstances
     where frequent  trading  occurred despite measures taken by ING intended to
     combat market timing.  Most of the identified  arrangements  were initiated
     prior  to  ING's  acquisition  of  the  businesses  in  question.  In  each
     arrangement identified, ING has terminated the inappropriate trading, taken
     steps to discipline or terminate employees who were involved,  and modified
     policies and procedures to deter inappropriate  activity.  While the review
     is not  completed,  management  believes the activity  identified  does not
     represent a systemic problem in the businesses involved.

     These instances included agreements  (initiated in 1998) that permitted one
     variable  life  insurance  customer of  Reliastar  Life  Insurance  Company
     ("Reliastar") to engage in frequent trading, and to submit orders until 4pm
     Central Time, instead of 4pm Eastern Time. Reliastar was acquired by ING in
     2000. The late trading arrangement was immediately  terminated when current
     senior  management became aware of it in 2002. ING believes that no profits
     were  realized  by  the  customer  from  the  late  trading  aspect  of the
     arrangement.

     In  addition,  the review has  identified  five  arrangements  that allowed
     frequent  trading of funds within  variable  insurance  products  issued by
     Reliastar  and by ING USA;  and in certain ING Funds.  ING entities did not
     receive  special  benefits in return for any of these  arrangements,  which
     have  all  been  terminated.   The  internal  review  also  identified  two
     investment  professionals  who engaged in improper  frequent trading in ING
     Funds.

     ING  will  reimburse  any  ING  Fund  or  its   shareholders   affected  by
     inappropriate  trading  for any  profits  that  accrued  to any  person who
     engaged  in  improper  frequent  trading  for  which  ING  is  responsible.
     Management  believes that the total amount of such  reimbursements will not
     be material to ING or its U.S. business.


13.  Subsequent Event

     On January 1, 2004,  Equitable Life, USG, and ULA, merged with and into the
     Company. Also on January 1, 2004, immediately after the merger, the Company
     changed its name to ING USA Annuity and Life Insurance  Company.  As of the
     merger date, the Merger Companies ceased to exist and were succeeded by ING
     USA.

     The merger was accounted for based on the pooling-of-interests  method. FAS
     141,  excludes  transfers  of net  assets or  exchanges  of shares  between
     entities under common control,  and notes that certain provisions under APB
     16, provide a source of guidance for such transactions.


                                       53

<PAGE>
ING USA Annuity and Life Insurance Company,
formerly Golden American Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

     Prior to the merger date, the Merger Companies were affiliated companies of
     ING USA and indirect,  wholly-owned subsidiaries of ING. Equitable Life was
     domiciled  in  Iowa  and  offered  various  insurance  products,  including
     deferred  and  immediate  annuities,   variable  annuities,   and  interest
     sensitive and traditional  life  insurance.  ULA was also domiciled in Iowa
     and primarily offered annuity related insurance  products,  as well as life
     and health insurance that was ceded to other insurers. USG was domiciled in
     Oklahoma and offered various insurance  products,  including deferred fixed
     annuities, immediate annuities, and interest-sensitive life insurance.

     A Form 8-K for ING USA describing the merger,  was filed on January 4, 2004
     and  includes   unaudited  pro  forma  condensed   consolidated   financial
     information as of, and for the periods ended,  September 30, 2003 and 2002,
     and  December  31,  2002,  2001,  and 2000.  Revenue and net income for the
     period ended  December 31, 2003,  had the pooling been  consummated  at the
     date of the financial  statements,  is $1,509.5  million and $57.3 million,
     respectively (unaudited).


                                       54

<PAGE>
QUARTERLY DATA (UNAUDITED)


<TABLE>
<S>                                                <C>               <C>               <C>

(Millions)

2003                                                   First             Second             Third            Fourth
----                                               ---------------   ---------------   ----------------  ----------------
Total revenue                                      $       173.1     $       150.3     $        159.8    $        130.9
                                                   ---------------   ---------------   ----------------  ----------------
Income (loss) before income taxes                          (12.4)             60.3*              (1.0)             17.0
Income tax expense (benefit)                                (4.3)             19.4               (7.8)             (4.8)
                                                   ---------------   ---------------   ----------------  ----------------
Net income (loss)                                   $       (8.1)             40.9     $          6.8    $         21.8
                                                   ===============   ===============   ================  ================

(Millions)

2002                                                   First             Second             Third            Fourth
----                                               ---------------   ---------------   ----------------  ----------------
Total revenue previously reported                  $        69.4     $        89.2     $        141.4    $        109.4
    Adjustment (see Note 1)                                 12.6              12.6               11.1               5.6
                                                   ---------------   ---------------   ----------------  ----------------
Total revenue restated                                      82.0             101.8              152.5             115.0
                                                   ---------------   ---------------   ----------------  ----------------
Income (loss) before income taxes                           (3.2)            (16.0)             (60.2)             37.2
Income tax expense (benefit)                                (1.0)             (5.5)             (19.2)             13.2
                                                   ---------------   ---------------   ----------------  ----------------
Income (loss) before cumulative effect
    of change in accounting principle                       (2.2)            (10.5)             (41.0)             24.0
                                                   ---------------   ---------------   ----------------  ----------------
Cumulative effect of change in accounting
    principle                                             (135.3)                -                  -                 -
                                                   ---------------   ---------------   ----------------  ----------------
Net income (loss)                                   $     (137.5)    $       (10.5)    $        (41.0)   $         24.0
                                                   ===============   ===============   ================  ================
</TABLE>


*    The  Amendment No. 1 on Form 10-Q/A was filed with respect to the Company's
     Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003,
     filed with the Securities  and Exchange  Commission on August 12, 2003. The
     amendment No. 1 reflected an adjustment to the Company's net income for the
     six months  ended  June 30,  2003 and did not impact  results for the three
     months ended June 30, 2003.  The  adjustment  for the six months ended June
     30,  2003  related  to a  transposition  error  in the  line  item  "Policy
     acquisition  costs  deferred," with a corresponding  tax effect in the line
     item  "Income  tax  expense   (Benefit)"  in  Part  1,  Item  I,  Condensed
     Consolidated   Statements  of  Income.   Consequently,   Part  I,  Item  2,
     Management's  Narrative Analysis of the Results of Operations and Financial
     Condition,  was  updated to reflect  these  adjustments.  Additionally,  in
     accordance with Regulation S-X, the Certifications  required by Section 302
     and Section 906 of the Sarbanes-Oxley Act of 2002 were attached as exhibits
     to the 10-Q/A in Part II, Item 6,  Exhibits  and  Reports on Form 8-K.  The
     Amendment  No. 1 did not contain  updates to reflect  any events  occurring
     after the original  August 12, 2003 filing of the  Company's  Form 10-Q for
     the quarterly period ended June 30, 2003. All information  contained in the
     Amendment  No. 1 was subject to updating and  supplementing  as provided in
     the Company's reports filed with the Securities and Exchange Commission, as
     may be amended,  for periods  subsequent to the date of the original filing
     of the Form 10-Q for the quarterly period ended June 30, 2003.


                                       55

<PAGE>

GE>


Item 9.   Changes in  and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure

          None.

Item 9A.  Controls and Procedures

          a)   Within the 90-day period prior to the filing of this report,  the
               Company carried out an evaluation, under the supervision and with
               the   participation  of  its  management,   including  its  Chief
               Executive   Officer   and  Chief   Financial   Officer,   of  the
               effectiveness  of the  design  and  operation  of  the  Company's
               disclosure  controls and procedures (as defined in Rule 13a-14 of
               the Securities  Exchange Act of 1934).  Based on that evaluation,
               the Chief Executive  Officer and the Chief Financial Officer have
               concluded  that the  Company's  current  disclosure  controls and
               procedures  are effective in ensuring  that material  information
               relating to the Company required to be disclosed in the Company's
               periodic SEC filings is made known to them in a timely manner.

          b)   There  have not  been any  significant  changes  in the  internal
               controls of the Company or other factors that could significantly
               affect these internal controls subsequent to the date the Company
               carried out its evaluation.


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

          Omitted pursuant to General Instruction I(2) of Form 10-K, except with
          respect to compliance with Sections 406 and 407 of the  Sarbanes-Oxley
          Act of 2002:

          a)   Code of Ethics for Financial Professionals
               ------------------------------------------
               The  Company  has  approved  and  adopted  a Code of  Ethics  for
               Financial Professionals (attached as Exhibit 14), pursuant to the
               requirements  of Section 406 of the  Sarbanes-Oxley  Act of 2002.
               Any waiver of the Code of Ethics will be disclosed by the Company
               by way of a Form 8-K filing.

          b)   Designation of Board Financial
               ------------------------------
               Expert The Company has  designated  David A. Wheat,  Director and
               Chief  Financial  Officer of the Company,  as its Board Financial
               Expert,  pursuant  to  the  requirements  of  Section  407 of the
               Sarbanes-Oxley Act of 2002. Because the Company is a wholly-owned
               subsidiary of Lion, it does not have any outside directors.


                                       56

<PAGE>


Item 11.      Executive Compensation

              Omitted pursuant to General Instruction I(2) of Form 10-K.

Item 12.      Security Ownership of Certain Beneficial Owners and Management

              Omitted pursuant to General Instruction I(2) of Form 10-K.

Item 13.      Certain Relationships and Related Transactions

              Omitted pursuant to General Instruction I(2) of Form 10-K.

Item 14.      Principal Accountant Fees and Services

              Omitted pursuant to General Instruction I(2) of Form 10-K.


                                       57

<PAGE>

                                     PART IV

Item 15. Exhibits,  Consolidated  Financial  Statement  Schedules and Reports on
         Form 8-K

         (a) The following documents are filed as part of this report:
             1. Financial statements. See Item 8 on Page 18.
             2. Financial statement schedules. See Index to Consolidated
                Financial Statement Schedules on Page 62.

Exhibits

              1.(a)        Underwriting Agreement between Golden American Life
                           Insurance Company ("Golden American" or "Registrant")
                           and Directed Services, Inc., incorporated by
                           reference from Exhibit 1 to Amendment No. 9 to
                           Registrant's Registration Statement on Form S-1 filed
                           with the Securities and Exchange Commission ("SEC")
                           on or about February 17, 1998 (File No. 333-87272).

              2.(a)        Agreement and Plan of Merger dated June 25, 2003, by
                           and between USG Annuity & Life Company, United Life &
                           Annuity Insurance Company, Equitable Life Insurance
                           Company of Iowa and Golden American, incorporated by
                           reference in Exhibit 99-8 in the Company's Form 8K
                           filed with the SEC on January 2, 2004 (File No.
                           333-87270).

              3.(a)(i)     Articles of Incorporation and By-Laws Articles of
                           Incorporation of Golden American, incorporated by
                           reference from Exhibit 3(a) to Registrant's
                           Registration Statement on Form S-1 filed with the SEC
                           on June 30, 2000 (File No. 333-40596).

                   (ii)    Restated Articles of Incorporation of Golden American
                           dated June 25, 2003, providing for the
                           redomestication of the Company to Iowa, effective
                           January 1, 2004.

                   (iii)   Amendment to Articles of Incorporation of Golden
                           American to change the Company's name to ING USA
                           Annuity and Life Insurance Company dated November 11,
                           2003, effective January 1, 2004.

                (b)(i)     By-laws of Golden American, as amended, incorporated
                           by reference from Exhibit 3(b)(ii) to the
                           Registrant's Registration Statement on Form S-1 filed
                           with the SEC on June 30, 2000 (File No. 333-40596).

                   (ii)    Certificate of Amendment of the By-laws of MB
                           Variable Life Insurance Company, as amended,
                           incorporated by reference from Exhibit 3(b)(iii) to
                           Registrant's Registration Statement on Form S-1 filed
                           with the SEC on June 30, 2000 (File No. 333-40596).


                                       58

<PAGE>


                   (iii) Restated By-laws of Golden American dated June 25,
                         2003, providing for redomestication to Iowa, effective
                         January 1, 2004.

                   (iv)  Amendment to By-laws of Golden American dated June 25,
                         2003 to change the Company's name to ING USA Annuity
                         and Life Insurance Company, effective January 1, 2004.

              4.(a)      Single Premium Deferred Modified Guaranteed Annuity
                         Contract, incorporated herein by reference to the
                         initial Registration Statement for Golden American
                         filed with the SEC on April 15, 2003 on Form S-2 (File
                         No. 333-104547).

                (b)      Single Premium Deferred Modified Guaranteed Annuity
                         Contract, incorporated herein by reference to the
                         initial Registration Statement for Golden American
                         filed with the SEC on April 15, 2003 on Form S-2 (File
                         No. 333-104548).

                (c)      Interest in Fixed Account I under Variable Annuity
                         Contracts, incorporated herein by reference to the
                         initial Registration Statement for Golden American
                         filed with the SEC on April 15, 2003 on Form S-2 (File
                         No. 333-104539).

                (d)      Interests in Fixed Account II under Variable Annuity
                         Contracts, incorporated herein by reference to the
                         initial Registration Statement for Golden American
                         filed with the SEC on April 15, 2003 on Form S-2 (File
                         No. 333-104546).

                (e)      Interest in the Guaranteed Account under Variable
                         Annuity Contracts, incorporated herein by reference to
                         the initial Registration Statement for Golden American
                         filed with the SEC on April 15, 2003 on Form S-2 (File
                         No. 333-57212).

              10.A       Material Contracts

                (a)      Service Agreement, dated as of January 1, 1994, between
                         Golden American and Directed Services, Inc.,
                         incorporated by reference from Exhibit 10(b) to a
                         Registration Statement on Form S-1 filed with the SEC
                         on April 29, 1998 (File No. 333-51353).

                (b)      Asset Management Agreement, dated January 20, 1998,
                         between Golden American and ING Investment Management
                         LLC, incorporated by reference from Exhibit 10(f) to
                         Golden American's Form 10-Q filed with the SEC on
                         August 14, 1998 (File No. 33-87272).


                                       59

<PAGE>

                (c)      Reciprocal Loan Agreement, dated January 1, 1998, as
                         amended March 20, 1998, between Golden American and ING
                         America Insurance Holdings, Inc., incorporated by
                         reference from Exhibit 10(g) to Golden American's Form
                         10-Q filed with the SEC on August 14, 1998 (File No.
                         33-87272).

                (d)      Surplus Note, dated December 8, 1999, between Golden
                         American and First Columbine Life Insurance Company,
                         incorporated by reference from Exhibit 10(g) to
                         Amendment No. 7 to a Registration Statement for Golden
                         American on Form S-1 filed with the SEC on or about
                         January 27, 2000 (File No. 333-28765).

                (e)      Reinsurance Agreement, dated June 30, 2000, between
                         Golden American and Equitable Life Insurance Company of
                         Iowa, incorporated by reference from Exhibit 10(s) to
                         Golden American's Form 10-Q filed with the SEC on
                         August 11, 2000 (File No. 33-87272).

                (f)      Services Agreement between Golden American and the
                         affiliated companies listed on Exhibit B to that
                         Agreement, effective January 1, 2001.

                (g)      Services Agreement between Golden American and ING
                         North American Insurance Corporation, Inc., effective
                         January 1, 2001.

                (h)      Form of Shared Services  Center  Services  Agreement by
                         and  among  ING  North  America  Insurance  Corporation
                         ("Service   Provider")  and  Ameribest  Life  Insurance
                         Company,   a  Georgia   corporation;   Equitable   Life
                         Insurance  Company of Iowa,  an Iowa  corporation;  USG
                         Annuity & Life Company, an Oklahoma corporation; Golden
                         American, a Delaware corporation;  First Columbine Life
                         Insurance   Company,  a  Colorado   corporation;   Life
                         Insurance  Company of Georgia,  a Georgia  corporation;
                         Southland Life Insurance  Company, a Texas corporation;
                         Security Life of Denver Insurance  Company,  a Colorado
                         corporation;  Midwestern United Life Insurance Company,
                         an  Indiana  corporation;  and  United  Life &  Annuity
                         Insurance Company, a Texas corporation, incorporated by
                         reference from Exhibit 10(r) to Pre-Effective Amendment
                         No. 1 to a Registration  Statement on Form S-1 filed by
                         Registrant  with the SEC on or about  December 11, 2001
                         (File No. 333-70602)

                (i)      Tax Sharing Agreement between Golden American,
                         Equitable Life Insurance Company of Iowa and USG
                         Annuity and Life Company, effective January 1, 2001.

                (j)      Tax Sharing Agreement between Golden American, ING
                         America Insurance Holdings, Inc. and affiliated
                         companies, effective January 1, 2001.

                (k)      Amendment to Services Agreement between Golden American
                         and affiliated companies listed in Exhibit B to that
                         Agreement, effective January 1, 2002.


                                       60

<PAGE>


                (l)      Amendment to Asset Management Agreement between Golden
                         American and ING Investment Management LLC, effective
                         January 1, 2003.

                (m)      Administrative Services Agreement between Golden
                         American, ReliaStar Life Insurance Company of New York
                         and affiliated companies listed on Exhibit A to the
                         Agreement, effective March 1, 2003.

                (n)      Third Amendment to the Asset Management Agreement,
                         between Golden American and ING Investment Management
                         LLC, effective August 18, 2003.

                (o)      Lease Agreement, dated as of April 16, 1998, by and
                         between Golden American and Dunwoody Associates.

                (p)      First Amendment to Lease Agreement, dated November 4,
                         1998, between Golden American and Dunwoody Associates.

                (q)      Second Amendment to Lease Agreement, dated June 1,
                         2000, between Golden American and Dunwoody Associates.

               10.B.      Reports on Form 8K

                         Form 8K Report filed January 2, 2004, to disclose the
                         redomestication, merger and name change of Golden
                         American, effective January 1, 2004, incorporated by
                         reference (File No. 033-87270).

               14.       ING Code of Ethics for Financial Professionals.

               31.1      Certificate of David A. Wheat pursuant to Section 302
                         of the Sarbanes-Oxley Act of 2002.

               31.2      Certificate  of Keith Gubbay  pursuant to Section 302
                         of the Sarbanes-Oxley Act of 2002.

               32.1      Certificate of David A. Wheat pursuant to Section 906
                         of the Sarbanes-Oxley Act of 2002.

               32.2      Certificate  of Keith Gubbay  pursuant to Section 906
                         of the Sarbanes-Oxley Act of 2002.


                                       61

<PAGE>


               Index to Consolidated Financial Statement Schedules

<TABLE>
<S>                                                                                         <C>

                                                                                            Page

Report of Independent Auditors                                                               63

I.  Summary of Investments - Other than Investments in Affiliates as of
    December 31, 2003                                                                        64

IV. Reinsurance as of and for the years ended December 31, 2003, 2002 and 2001               65

Schedules other than those listed above are omitted because they are not
required or not applicable.

</TABLE>




<PAGE>



                         Report of Independent Auditors


The Board of Directors
ING USA Annuity and Life Insurance Company

We have audited the  consolidated  financial  statements  of ING USA Annuity and
Life Insurance  Company  (formerly  Golden American Life Insurance  Company) and
Subsidiary as of December 31, 2003 and 2002,  and for each of the three years in
the period ended  December 31, 2003,  and have issued our report  thereon  dated
March 22, 2004.  Our audits also  included  the  financial  statement  schedules
listed in Item 15.  These  schedules  are the  responsibility  of the  Company's
management. Our responsibility is to express an opinion based on our audits.

In our  opinion,  the  financial  statement  schedules  referred to above,  when
considered  in  relation  to the basic  financial  statements  taken as a whole,
present fairly, in all material respects, the information set forth therein.



                                                          /s/ Ernst & Young LLP


Atlanta, Georgia
March 22, 2004



<PAGE>


                   ING USA Annuity and Life Insurance Company,
                 formerly Golden American Life Insurance Company
          (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
                                   Schedule I
          Summary of Investments - Other than Investments in Affiliates
                             As of December 31, 2003
                                   (Millions)


<TABLE>
<S>                                                                   <C>               <C>               <C>

                                                                                                              Amount
                                                                                                             Shown on
Type of Investments                                                        Cost             Value*         Balance Sheet
                                                                      ---------------   ---------------   ----------------
Fixed maturities:
    U.S. government and government agencies and authorities           $         23.8    $         23.9    $          23.9
    State, municipalities and political subdivisions                             5.0               4.6                4.6
    Public utilities securities                                                482.1             514.1              514.1
    Other U.S. corporate securities                                          2,630.8           2,747.4            2,747.4
    Foreign securities (1)                                                     628.2             653.0              653.0
    Mortgage-backed securities                                                 790.0             791.4              791.4
    Other asset-backed securities                                              487.1             488.9              488.9
                                                                      ---------------   ---------------   ----------------
           Total fixed maturities                                            5,047.0           5,223.3            5,223.3
                                                                      ---------------   ---------------   ----------------
Total equity securities                                                          5.3               5.6                5.6
                                                                      ---------------   ---------------   ----------------
Short term investments                                                          17.7              17.7               17.7
Mortgage loans                                                                 847.6             878.1              847.6
Policy loans                                                                    17.5              17.5               17.5
                                                                      ---------------   ---------------   ----------------
           Total other investments                                    $        882.8    $        913.3    $         882.8
                                                                      ===============   ===============   ================

</TABLE>

*    See Notes 2 and 3 of Notes to Consolidated  Financial  Statements.

(1)  The  term  "foreign"  includes  foreign   governments,   foreign  political
     subdivisions,  foreign  public  utilities  and all other  bonds of  foreign
     issuers.   Substantially  all  of  the  Company's  foreign  securities  are
     denominated in U.S. dollars.


                                       64

<PAGE>

                   ING USA Annuity and Life Insurance Company,
                 formerly Golden American Life Insurance Company
          (A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
                                   Schedule IV
                             Reinsurance Inforamtion
         As of and for the years ended December 31, 2003, 2002 and 2001
                                   (Millions)


<TABLE>
<S>                                       <C>              <C>           <C>            <C>             <C>

                                                                                                        Percentage of
(Millions)                                   Gross           Ceded         Assumed          Net         assumed to net
                                          -------------   -------------  -------------  -------------   ---------------

Year ended December 31, 2003
Life insurance in force                     $ 154.0          $ 79.3          $ -           $ 74.7              0.0%

Year ended December 31, 2002
Life insurance in force                     $ 158.7          $ 90.7          $ -           $ 68.0              0.0%

Year ended December 31, 2001
Life insurance in force                     $ 169.3          $ 94.8          $ -           $ 74.5              0.0%

</TABLE>


                                       65

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                      ING USA Annuity and Life Insurance Company

                                                     (Registrant)

March 25, 2004                      By /s/ David A. Wheat
---------------                        -----------------------------------------
    (Date)                                 David A. Wheat
                                           Director, Senior Vice President and
                                           Chief Financial Officer
                                           (Duly Authorized Officer and
                                            Principal Financial Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on or before March 25, 2004.

Signatures
Title

 /s/        David A. Wheat                   Director, Senior Vice President and
 --------------------------------------      Chief Financial Officer
            David A. Wheat



/s/        Keith Gubbay                      Director and President
---------------------------------------
           Keith Gubbay


/s/        Thomas J. McInerney               Director and Chairman
---------------------------------------
           Thomas J. McInerney


/s/        Jacques de Vaucleroy              Director
---------------------------------------
           Jacques de Vaucleroy


/s/        Kathleen A. Murphy                Director
---------------------------------------
           Kathleen A. Murphy


<PAGE>

                                                                EXHIBIT 3(a)(ii)



                       RESTATED ARTICLES OF INCORPORATION
                      PROVIDING FOR THE REDOMESTICATION OF
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY


TO THE SECRETARY OF STATE
OF THE STATE OF IOWA

AND

COMMISSIONER OF INSURANCE OF THE STATE OF IOWA:

Pursuant to the provisions of Section  490.1003,  490.1007 and 508.2 of the Code
of Iowa and to effect the  redomestication  of a foreign  insurance company from
Delaware  to  Iowa  pursuant  to  Section  490.902  of the  Code  of  Iowa,  the
undersigned Corporation adopts the following Restated Articles of Incorporation:

I.   The name of the Corporation is Golden American Life Insurance Company.

II.  The following are the Restated Articles of Incorporation of Golden American
     Life Insurance Company.


                                    ARTICLE I
                               Name of Corporation

     The name of the Corporation is Golden American Life Insurance Company.

                                   ARTICLE II
                                Place of Business

     The principal  place of business of the  Corporation is located in the City
of Des Moines, Polk County, Iowa.

                                   ARTICLE III
                               Purpose and Powers

     The kinds of business  the  Corporation  proposes to transact  shall be any
kinds,  classes,  types  and  forms  of  life,  health  and  accident  insurance
including, but not limited to, annuity contracts and combinations of any two (2)
or more of such kinds of classes,  types or forms of such  insurance and annuity
contracts,  as  such  insurance  business  is now  or  hereafter  permitted  and
authorized  under the laws of the State of Iowa or any other state, the District
of Columbia,  nation, country,  territory,  possession, or principality in which
the Corporation is authorized to do business; and to reinsure any such insurance
risk or any part thereof ceded to it by other insurance companies.

                                   ARTICLE IV
                                  Capital Stock

     The authorized  Capital Stock of the Corporation  shall be Two Million Five
Hundred Thousand Dollars  ($2,500,000)  consisting of Two Hundred Fifty Thousand
(250,000)  shares of Common Stock of the par value of Ten Dollars ($10.00) each,

<PAGE>

to be  issued  in  accordance  with the laws of Iowa at such  times  and in such
amounts as the Board of Directors shall determine.

                                    ARTICLE V
                                Term of Existence

         The Corporation shall have perpetual existence.

                                   ARTICLE VI
                                    Directors

         Section 1. The number of Directors shall be not fewer than five (5) nor
more than twenty-one (21). The names and addresses of the individuals who are to
serve as the initial Directors are:

         Keith Gubbay                       P. Randall Lowery
         Thomas J. McInerney                Mark A. Tullis
         David Wheat

     The  address  for each  Director  is 5780  Powers  Ferry Road NW,  Atlanta,
Georgia 30327.

     Section 2. The  Directors  shall be  elected  at the annual  meeting of the
shareholders  by a majority  vote.  The term of office of each Director shall be
until the next annual meeting of shareholders and until his or her successor has
been elected and qualified.

     Section 3. In the event of a vacancy  occurring on the Board of  Directors,
the Board of Directors  may fill such vacancy for the remainder of the unexpired
term by vote of the  majority  of the  remaining  directors,  though less than a
quorum.  Not more than one-third of the members of the Board may be so filled by
the  remaining  directors  in any one year except  that any number of  vacancies
shall be so filled to  provide  for a minimum of five  directors  until the next
subsequent  meeting  of the  shareholders.  The  shareholders,  by  vote  of the
majority of the  outstanding  shares  entitled to vote,  may elect a director or
directors at any time to fill any vacancy not filled by the  remaining  director
or directors.

                                   ARTICLE VII
     Indemnification of Directors, Officers, Employees and Agents

     Section 1. In the manner and to the fullest  extent  permitted  by the Iowa
Business Corporation Act as the same now exists or may hereafter be amended, the
Corporation shall indemnify Directors,  officers, employees and agents and shall
pay or reimburse  them for  reasonable  expenses in any proceeding to which said
person is or was a party.

     Section 2. A Director of this Corporation shall not be personally liable to
the Corporation or its  shareholders  for money damages for any action taken, or
any failure to take any  action,  as a director,  except  liability  for (i) the
amount of a financial  benefit  received by a director to which the  director is
not entitled,  (ii) an intentional  infliction of harm on the  Corporation or to
the shareholders,  (iii) an intentional violation of criminal law, or (iv) under
Section  490.833 of the Code of Iowa for  assenting to or voting for an unlawful
distribution.  If  Chapter  490 of the Code of Iowa is  subsequently  amended to
authorize corporate action further eliminating or limiting personal liability of
Directors,  then  the  liability  of a  Director  to the  Corporation  shall  be
eliminated or limited to the fullest extent permitted by Chapter 490 of the Code
of Iowa, as so amended.  Any repeal or  modification  of the  provisions of this
Article shall not adversely  affect any right or protection of a Director of the
Corporation existing at the time of such repeal or modification.

<PAGE>

     Section 3. Any repeal or  modification  of the  provisions  of this Article
shall not  adversely  affect any right or  protection  of a  Director,  officer,
employee  or agent of the  Corporation  existing  at the time of such  repeal or
modification.

                                  ARTICLE VIII
                              Exemption from Debts

     The private property of the stockholders  shall not in any event be subject
to the debts of the Corporation.

                                   ARTICLE IX
                                     Bylaws

     Bylaws may be adopted for the Corporation by the Board of Directors  and/or
by the Shareholders in lawful and proper meeting  assembled.  Any and all Bylaws
adopted by the  Shareholders  shall be superior to and shall prevail over Bylaws
adopted by the Board of Directors.

                                    ARTICLE X
                                      Seal

     The Corporation shall have a seal.

III. The duly adopted Restated Articles of Incorporation  supersede the original
     Articles of Incorporation and all amendments to them. The Restated Articles
     of  Incorporation  shall be  effective  on the  later to occur of (a) 12:01
     a.m.,  January 1, 2004 or (b) 12:01 a.m. on the date on which the  Restated
     Articles of Incorporation are filed with the Secretary of State of Iowa.

     The  Restated   Articles  of  Incorporation   were  duly  approved  by  the
shareholders.

     Dated  at _______________, this day of See date below, 2003.
                                            --------------

                                         Golden American Life Insurance Company


                                         /s/ Keith Gubbay
                                         --------------------------------------
                                         Keith Gubbay, President   7/2/03

(SEAL)
                                         /s/ Paula Cludray-Engelke
                                         --------------------------------------
                                         Paula Cludray-Engelke, Secretary 7/3/03


<PAGE>



STATE OF GEORGIA      )
                      ) ss:
COUNTY OF FULTON      )

     On this 2 day of July, 2003, before me, the undersigned, a Notary Public in
and for the state of Georgia, personally appeared Keith Gubbay, to me personally
known,  who, being by me duly sworn,  did say that he is the President,  of said
corporation  executing  the within  and  foregoing  instrument  to which this is
attached,  that the seal affixed thereto is the seal of said  corporation;  that
said instrument was signed and sealed on behalf of said corporation by authority
of its  Board of  Directors;  and that the said  Keith  Gubbay  as such  officer
acknowledged  the execution of said  instrument to be the voluntary act and deed
of said corporation, by it and by him voluntarily executed.


                                                   /s/ Mary E. Cannan
                                                   -----------------------------
                                                   Notary Public in and for said
                                                   County and State

STATE OF MINNESOTA    )
                      ) ss:
COUNTY OF HENNEPIN    )

     On this 3 day of July, 2003, before me, the undersigned, a Notary Public in
and for the state of Minnesota, personally appeared Paula Cludray-Engelke, to me
personally  known,  who,  being  by me  duly  sworn,  did  say  that  she is the
Secretary,  of said corporation executing the within and foregoing instrument to
which  this is  attached,  that the  seal  affixed  thereto  is the seal of said
corporation;  that  said  instrument  was  signed  and  sealed on behalf of said
corporation  by  authority  of its Board of  Directors;  and that the said Paula
Cludray-Engelke as such officer acknowledged the execution of said instrument to
be the voluntary act and deed of said corporation,  by it and by her voluntarily
executed.

                                                   /s/ Loralee A. Renelt
                                                   -----------------------------
                                                   Notary Public in and for said
                                                   County and State

     The foregoing  Restated  Articles of  Incorporation of Golden American Life
Insurance  Company  have been  submitted  to the  undersigned  each  thereof for
examination  and found by us to be in accordance  with the provisions of Chapter
508 and Chapter 490 of the Code of Iowa, as amended,  and the  Constitution  and
laws of the  United  States  and the  Constitution  and the laws of the State of
Iowa,  and the same are  hereby  approved  by the  undersigned  Commissioner  of
Insurance  of the State of Iowa,  and the  undersigned  Attorney  General of the
State of Iowa, on the dates set opposite our respective names.

                                                   Commissioner of Insurance
                                                   of the State of Iowa


DATED:__________________, 2003                     By:__________________________


                                                   Attorney General
                                                   of the State of Iowa

DATED:__________________, 2003                     By:__________________________


<PAGE>



                             CERTIFICATE OF APPROVAL
                                ATTORNEY GENERAL

     Pursuant to  provisions  of the Iowa Code,  the  undersigned  approves  the
Restated Articles of Incorporation  Providing for the  Redomestication of Golden
American Life Insurance Company (to be effective January 1, 2004) and finds them
in  conformance  with  the  laws of the  United  States  and  with  the laws and
Constitution of the State of Iowa.

                                                  THOMAS J. MILLER
                                                  Attorney General of Iowa


07-16-03                                          By: /s/  Jeanie Kunkle Vaudt
--------                                              --------------------------
Date                                                  Jeanie Kunkle Vaudt
                                                      Assistant Attorney General




                             CERTIFICATE OF APPROVAL
                            COMMISSIONER OF INSURANCE

     Pursuant to the provisions of the Iowa Code, the  undersigned  approves the
Restated Articles of Incorporation  providing for the  Redomestication of Golden
American Life Insurance Company (to be effective January 1, 2004).

                                                  THERESE M. VAUGHAN
                                                  Commissioner of Insurance


07-16-03                                          By: /s/  James N. Armstrong
--------                                              --------------------------
Date                                                  James N. Armstrong
                                                      Deputy Commissioner
                                                      of Insurance


<PAGE>

                                                               EXHIBIT 3(a)(iii)

                     AMENDMENT TO ARTICLES OF INCORPORATION
                        PROVIDING FOR THE NAME CHANGE OF
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY


TO THE SECRETARY OF STATE
OF THE STATE OF IOWA

AND

COMMISSIONER OF INSURANCE OF THE STATE OF IOWA:

Pursuant to the provisions of Section  490.1003,  490.1007 and 508.2 of the Code
of Iowa and to  effect  the name  change  of the  undersigned  Corporation,  the
undersigned  Corporation adopts the following amendment to its Restated Articles
of Incorporation:

I.   The name of the Corporation is Golden American Life Insurance Company.

II.  The  following   amendment  to  Article  I  of  the  Restated  Articles  of
     Incorporation of Golden American Life Insurance  Company replaces Article I
     in its entirety.

                                    ARTICLE I
                               Name of Corporation

     The name of the Corporation is ING USA Annuity and Life Insurance Company.

III. The duly adopted  Restated  Articles of  Incorporation,  as hereby amended,
     supersede the Restated Articles of Incorporation.  The Restated Articles of
     Incorporation,  as amended, shall be effective on the later to occur of (a)
     12:03  a.m.,  January  1, 2004 or (b) 12:03  a.m.  on the date on which the
     amendment  to the  Restated  Articles  of  Incorporation  is filed with the
     Secretary of State of Iowa.

     The amendment to the Restated  Articles of Incorporation  was duly approved
by the shareholders.

     Dated at Atlanta & Minneapolis, this 20th day of November, 2003.

                                          Golden American Life Insurance Company


                                          /s/ Keith Gubbay
                                          --------------------------------------
                                          Keith Gubbay, President

(SEAL)
                                          /s/ Paula Cludray-Engelke
                                          --------------------------------------
                                          Paula Cludray-Engelke, Secretary


<PAGE>




STATE OF GEORGIA      )
                      ) ss:
COUNTY OF FULTON      )

     On this 20 day of  November,  2003,  before me, the  undersigned,  a Notary
Public in and for the state of Georgia,  personally appeared Keith Gubbay, to me
personally known, who, being by me duly sworn, did say that he is the President,
of said corporation  executing the within and foregoing instrument to which this
is attached, that the seal affixed thereto is the seal of said corporation; that
said instrument was signed and sealed on behalf of said corporation by authority
of its  Board of  Directors;  and that the said  Keith  Gubbay  as such  officer
acknowledged  the execution of said  instrument to be the voluntary act and deed
of said corporation, by it and by him voluntarily executed.

                                                   /s/ Dianne Glosson
                                                   -----------------------------
                                                   Dianne Glosson
                                                   Notary Public in and for said
                                                   County and State

STATE OF MINNESOTA    )
                      ) ss:
COUNTY OF HENNEPIN    )

     On this 21 day of  November,  2003,  before me, the  undersigned,  a Notary
Public  in  and  for  the  state  of  Minnesota,   personally   appeared   Paula
Cludray-Engelke,  to me personally  known,  who, being by me duly sworn, did say
that  she is the  Secretary,  of  said  corporation  executing  the  within  and
foregoing instrument to which this is attached, that the seal affixed thereto is
the seal of said  corporation;  that said  instrument  was  signed and sealed on
behalf of said corporation by authority of its Board of Directors;  and that the
said Paula  Cludray-Engelke  as such officer  acknowledged the execution of said
instrument to be the voluntary  act and deed of said  corporation,  by it and by
her voluntarily executed.

                                                   /s/ Loralee A. Renelt
                                                   -----------------------------
                                                   Loralee A. Renelt
                                                   Notary Public in and for said
                                                   County and State



<PAGE>



                             CERTIFICATE OF APPROVAL
                                ATTORNEY GENERAL

     Pursuant to  provisions  of the Iowa Code,  the  undersigned  approves  the
Articles of Amendment  providing  for Golden  American  Life  Insurance  Company
(effective  January  1, 2004) and finds  them in  conformance  with the laws and
Constitution of the State of Iowa.

                                               THOMAS J. MILLER
                                               Attorney General of Iowa


11-26-03                                       By: /s/  Jeanie Kunkle Vaudt
--------                                           -----------------------------
Date                                               Jeanie Kunkle Vaudt
                                                   Assistant Attorney General



                             CERTIFICATE OF APPROVAL
                            COMMISSIONER OF INSURANCE


     Pursuant to the provisions of the Iowa Code, the  undersigned  approves the
Articles of Amendment for Golden  American  Life  Insurance  Company  (effective
January 1, 2004).

                                               THERESE M. VAUGHAN
                                               Commissioner of Insurance


07-16-03                                       By: /s/  James N. Armstrong
--------                                           -----------------------------
Date                                               James N. Armstrong
                                                   Deputy Commissioner
                                                   of Insurance


<PAGE>

                                                               EXHIBIT 3(b)(iii)

                               RESTATED BYLAWS OF

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                    ARTICLE I
                                  STOCKHOLDERS

     Section 1. PLACE OF MEETINGS.  All meetings of the  stockholders  of Golden
American Life Insurance Company (the "Corporation")  shall be held at such place
or places within or without the State of Iowa, as may from time to time be fixed
by the Board of Directors  (the  "Board"),  or as shall be specified or fixed in
the respective  notices or waivers of notice  thereof,  provided that any or all
stockholders  may  participate  in any  such  meeting  by  means  of  conference
telephone or similar communications.

     Section 2. ANNUAL MEETING.  The annual meeting of the stockholders shall be
held at the home office of the Company on or before the  thirty-first day of May
of each year for the purpose of electing  Directors and for the  transaction  of
such other business as may be brought before the meeting.

     Section 3. SPECIAL  MEETINGS.  Special  meetings of the stockholders may be
called at any time by the President,  Secretary,  the Board of Directors  acting
upon  majority  vote,  or the  holders  of not less  than  one-tenth  of all the
outstanding  shares of the  Corporation  entitled  to vote at such  meeting.  No
business  other than that specified in the notice of meeting shall be transacted
at a special meeting of the Shareholders.

     Section  4.  NOTICE  OF  MEETING.   Written   notice  of  each  meeting  of
stockholders,  stating the place, date and hour of the meeting,  and the purpose
or purposes  thereof,  shall be mailed to each  stockholder  entitled to vote at
such  meeting  not less than ten or more than fifty days  before the date of the
meeting. Stockholders by written notice may waive notice of any meeting, and the
presence  of a  stockholder  at  any  meeting,  in  person  or by  proxy,  shall
constitute a waiver of notice of such meeting.

     Section 5.  QUORUM/VOTING.  The presence at a meeting in person or by proxy
of stockholders of the Company representing a majority or issued and outstanding
shares of the Company  shall be necessary to constitute a quorum for the purpose
of  transacting  business,  except as  otherwise  provided by law, but a smaller
number  may  adjourn  the  meeting  from  time to time  until a quorum  shall be
obtained.  Each  stockholder  shall be entitled to cast one vote in person or by
proxy  for each  share of stock of the  Company  held as of record in his or her
name on the books of the Company.

     Section  6.  PROXIES.  A  stockholder  may  vote  at  any  meeting  of  the
stockholders,  either  in  person  or  by  proxy  executed  in  writing  by  the
stockholder  or by his duly  authorized  attorney-in-fact.  All proxies shall be
filed with the Secretary of the Company  before voting and entered on the record
in the minutes of the meeting. No special form of proxy shall be necessary.

     Section 7. CONSENTS TO CORPORATE ACTION. Unless otherwise prohibited by the
applicable laws of the State of Iowa or the Company's Articles of Incorporation,
any action  required  to be taken or which may be taken at any annual or special
meeting  of  stockholders  of the  Company  may be taken  without a meeting  and
without a vote if a consent in writing, setting forth the action so taken, shall
be signed  by all of the  stockholders  entitled  to vote  with  respect  to the
subject matter thereof.  The consents of stockholders  shall be evidenced by one
or more written approvals, each which sets forth the action taken, and bears the
signature  of one or more  stockholders.  All of the  approvals  evidencing  the
consents  shall be delivered to the  Secretary of the Company to be filed in the
Company's records.

<PAGE>

The action shall be effective on the date the stockholder has
approved the consent unless the consent specifies a different effective date.



                                   ARTICLE II
                               BOARD OF DIRECTORS


     Section 1. GENERAL  POWERS.  The  business  and affairs of the  Corporation
shall be managed by its Board of  Directors.  The Board of Directors  shall have
the power to commit shares of the authorized  but unissued  capital stock of the
Corporation for acquisitions of other property of any and all kinds.  Such stock
shall be issued at valuation placed thereon by the Board of Directors, but in no
event for a consideration less than the par value of such shares.

     Section 2. NUMBER,  TENURE AND  QUALIFICATIONS.  The number of Directors of
the  Corporation  shall be not less than five (5) nor more than  twenty-one (21)
persons elected by the  shareholders  at the annual meeting of the  Corporation.
The number to be elected may be determined by a resolution of the  shareholders,
but in the  absence of such a  resolution  there  shall be elected the number of
Directors  that were  elected at the  previous  annual  meeting.  Subject to the
Restated Articles of Incorporation, each Director shall hold office for the term
of which they are elected,  and until their  successors  shall have been elected
and qualified.

     Section 3. REGULAR  MEETINGS.  A regular  meeting of the Board of Directors
shall be held without other notice than this Bylaw,  immediately  after,  and at
the same place as the annual meeting of Shareholders. The Board of Directors may
provide by resolution, the time and place, either within or without the State of
Iowa, for the holding of additional  regular  meetings without other notice than
such resolution.

     Section 4. SPECIAL MEETING.  Special meetings of the Board of Directors may
be called by or at the request of the President or the  Secretary,  and shall be
called on  written  request  of three  (3)  members  of the Board of  Directors.
Meetings of the Board shall be held at the principal  office of the  Corporation
unless a different  place,  either  within or without the State of Iowa shall be
designated by the President or Board of Directors.

     Section 5. NOTICE OF SPECIAL  MEETINGS.  Notice of each special  meeting of
the Board of Directors shall be given by written notice mailed to or served upon
each  Director  at least  twenty-four  hours  prior to such  meetings,  and such
special  meeting  shall be held at such time and place as shall be  specified in
such written notice.  Notice of a special meeting may be waived by any Director.
A special  meeting of the Board of Directors  may also be held  without  written
notice  or call at such  time and  place as  shall  be fixed by the  consent  in
writing of all of the Directors given before, at or after such meeting.

     Section 6. QUORUM.  A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
provided  that if less than a  majority  of the  Directors  are  present at such
meeting,  a majority of the Directors  present may adjourn the meeting from time
to time without further notice.  The act of a majority of the Directors  present
at a  meeting  at which a quorum  is  present  shall be the act of the  Board of
Directors.

     Members of the Board of Directors of the  Corporation  may participate in a
meeting  of  the  Board  of  Directors  by   conference   telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
provision shall constitute presence in person at such meeting.

<PAGE>

     Section 7. VACANCIES.  Subject to the provisions of Section 3 of Article VI
of the Corporation's  Restated Articles of Incorporation,  any vacancy occurring
in the  Board of  Directors  and any  Directorship  to be filled by reason of an
increase in the number of Directors may be filled by the  affirmative  vote of a
majority  of the  Directors  then in  office,  even if less than a quorum of the
Board of  Directors.  A Director so elected  shall be elected for the  unexpired
term of his predecessor in office or the full term of such new Directorship.

     Section  8.  RESIGNATION.  Any  Director  may  resign  at  any  time.  Such
resignation shall be made in writing and shall take effect at the time specified
therein.  If no time is  specified,  it  shall  take  effect  at the time of its
receipt by the Secretary. The acceptance of a resignation shall not be necessary
to make it effective.

     Section  9.  REMOVAL.  The  entire  Board of  Directors  or any  individual
Director may be removed from office,  with or without cause,  at a Shareholders'
meeting called expressly for that purpose by the vote of a majority of those who
actually  vote. In case the entire Board or any one or more of the Directors are
so removed,  new  Directors may be elected at the same meeting for the unexpired
term of the Director or Directors  so removed.  A Director  shall not be removed
without a meeting pursuant to written consents unless such consents are obtained
from the holders of all the outstanding  shares of the  Corporation.  Failure to
elect  Directors to fill the unexpired term of the Directors so removed shall be
deemed to create a vacancy or vacancies in the Board of Directors.

     Section  10.  ACTION BY BOARD OF  DIRECTORS  WITHOUT  MEETING.  Any  action
required to be taken at a meeting of the Board of Directors by the Iowa Business
Corporation  Act,  may be taken  without a meeting of the Board of  Directors if
written  consent setting forth the action so taken shall be signed by all of the
members of the Board of Directors  and included in the minutes or filed with the
corporate  records  reflecting the action taken. Such written consent shall have
the same force and effect as a unanimous  vote of the Board of Directors and may
be stated as such in any article or document  filed with the  Secretary of State
of the State of Iowa pursuant to the provisions of the Iowa Business Corporation
Act. The  provisions of this Bylaw shall be  applicable  whether or not the Iowa
Business Corporation Act requires that such action be taken by resolution of the
Board of Directors.

                                   ARTICLE III
                             COMMITTEES OF THE BOARD

     Section 1.  COMMITTEES.  The Board shall elect from the  Directors,  by the
affirmative  vote of a majority of the whole Board,  such  committees  with such
duties as the Board may by resolution  prescribe.  Any such  committee  shall be
comprised of such persons and shall possess such authority as shall be set forth
in such  resolution;  except that no such committee  shall have the authority of
the Board in reference to amending  the Articles of  Incorporation,  approving a
plan of merger or  consolidation,  recommending  to the  stockholders  the sale,
lease, or exchange of all or substantially all of the property and assets of the
Company otherwise than in the usual course of its business,  recommending to the
stockholders  a voluntary  dissolution  of the Company or a revocation  thereof,
amending,  altering or repealing  any  resolution of the Board that by its terms
provides that it shall not be so amendable or  repealable  in such manner;  and,
unless such resolution or the Articles of Incorporation expressly so provide, no
such  committee  shall have the power or  authority  to declare a dividend or to
authorize the issuance of shares of the Company.

     Section 2. PROCEDURE.  Except as provided  otherwise in these bylaws,  each
committee  may elect its own chairman and  secretary,  who shall keep minutes of
its  proceedings,  shall fix its own rules of procedure and shall meet where and
as provided by such rules.  Unless  otherwise stated in these bylaws, a majority
of the members of a committee  shall  constitute a quorum for the transaction of
its business.

<PAGE>

     Section 3. REPORTS TO THE BOARD.  All  completed  actions by any  committee
established  by the Board shall be reported to the Board at the next  succeeding
Board  meeting  and shall be subject to  revision  or  alteration  by the Board;
provided  that no acts or rights of third  parties shall be affected by any such
revision or alteration.

                                   ARTICLE IV
                                    OFFICERS

     Section 1. GENERAL PROVISIONS.  The corporate officers of the Company shall
consist of the following: a President; one or more Vice Presidents; a Treasurer;
a  Secretary;  and such  other  officers  as the  Board  may  from  time to time
determine. The Board may authorize the classification of certain Vice Presidents
as  Executive,   Senior,  Second  or  Assistant,  and  may  authorize  Assistant
Treasurers,  Assistant  Secretaries and such other titles and designations as in
its discretion  seems proper.  Insofar as permitted by statute,  the same person
may hold two or more offices.

     The officers  shall be elected by the Board.  Each such officer  shall hold
office until a successor is elected or appointed  and  qualified or until his or
her earlier death, resignation, removal or suspension.

     Any officer or agent or member of a committee  elected or  appointed by the
Board may be removed, either with or without cause, by the Board whenever in its
judgment  the best  interests of the Company  will be served  thereby,  but such
removal shall be without prejudice to the contract rights, if any, of the person
so  removed.  Election  or  appointment  of an  officer  or agent or member of a
committee shall not of itself create contract rights.

     Any  vacancy  occurring  in any office of the  Company may be filled by the
Board.

     Section 2. POWERS AND DUTIES OF THE  PRESIDENT.  The  President  shall have
general  charge and  management  of the  affairs,  property  and business of the
Company,  subject to the Board and the provisions of these bylaws. The President
shall be the chief executive officer, and, in the absence of the Chairman, shall
preside at meetings  of the  stockholders  and the Board.  In the absence of the
President, the Board shall appoint another of their number to preside.

     The President shall perform all duties assigned that office by these bylaws
and such other duties as may from time to time be assigned by the Board.

     Section 3. POWERS AND DUTIES OF THE VICE  PRESIDENTS.  Each Vice  President
shall  perform  such duties as may from time to time be assigned by the Board of
Directors.

     Section 4. POWERS AND DUTIES OF THE TREASURER.  The Treasurer and Assistant
Treasurers  shall have care and custody of all funds of the Company and disburse
and administer the same under  direction of the Board or the President and shall
perform such other duties as the Board or President shall assign.

     Section 5.  POWERS AND DUTIES OF THE  SECRETARY.  The  Secretary  shall act
under the direction of the Board and, with any Assistant Secretary, shall record
the proceedings of all the meetings of the  stockholders  and the Board in books
kept for that  purpose.  The  Secretary  shall be the custodian of the corporate
seal. The Secretary or Assistant Secretary shall fix the same to and countersign
papers  requiring such acts; and the Secretary and Assistant  Secretaries  shall
perform other duties as may be required by the Board.

<PAGE>

                                    ARTICLE V
                                  CAPITAL STOCK

     All  certificates  of stock  shall be  signed  by the  President  or a Vice
President  and by the  Secretary or an Assistant  Secretary of the Company,  but
when a certificate is signed by a transfer  agent or registrar  appointed by the
Board  of  Directors,  the  signature  of any  such  corporate  officer  and the
corporate seal upon such certificate may be facsimiles, engraved or printed.

                                   ARTICLE VI
                                  MISCELLANEOUS

     Section 1. WAIVER OF NOTICE.  Notice of any  meeting  required by law or by
these bylaws may be waived in writing,  signed by the person or persons entitled
to such notice, either before or after the time of such meeting.

     Section 2. AMENDMENTS.  The Board from time to time shall have the power to
make,  alter,  amend or repeal  any and all of these  bylaws,  but any bylaws so
made,  altered,  amended,  or repealed by the Board may be amended,  altered, or
repealed by the stockholders.

     Section 3.  DIVIDENDS.  The Board may,  from time to time and in accordance
with the law,  declare  and cause to be paid  dividends  of cash,  property,  or
shares of stock or  securities  of, or owned by, the  Company,  as the Board may
deem proper.

     Section 4. FISCAL  YEAR.  The fiscal  year of the Company  shall begin with
January first and end with December thirty-first.

     Section 5. SEAL.  The seal of the Company shall bear the corporate  name of
the Company and the place of its home office.

     Section 6. INVESTMENTS.  The President,  any Vice President, the Treasurer,
the  Secretary,  and such other  officers or employees as may be  designated  by
resolution of the Board of Directors  shall have  authority to execute on behalf
of the Corporation any  instruments,  including but not limited to:  Instruments
necessary in order to purchase,  sell, assign,  transfer,  modify,  exchange, or
convert  bonds,  notes or  stocks  and to assign or  satisfy  mortgages,  and to
execute contracts,  deeds,  leases, or any and all other instruments relating in
any manner to bonds,  notes,  stocks,  real estate or  personal  property or any
evidence of indebtedness owned by the Corporation.

     Section 7. POLICY  CONTRACTS.  All policies of  insurance or contracts  for
annuities  and for the  disposition  and for  the  disposition  of the  proceeds
thereof  may be executed on behalf of the  Corporation  by any of the  following
officers: The President,  any Vice President, the Treasurer, the Secretary or an
Assistant  Secretary,  an Actuary, an Associate Actuary or an Assistant Actuary.
The signature of any such officer may be in facsimile.

     Section 8. AGENCY AND OTHER CONTRACTS.  The President,  any Vice President,
the Secretary and any other  officers or employees  designated in writing by the
Board of Directors shall have authority to execute agency  contracts and related
agreements on behalf of the Corporation,  tax returns or reports and any reports
filed with governmental agencies.

     Section 9. OTHER INSTRUMENTS.  All other contracts and written  instruments
of any kind not  previously  described  shall be signed by one of the  following
officers: The President, a Vice President, the Secretary or the Treasurer, or by
any other  officer or employee of the  Company as shall be so  empowered  by the
Board of Directors or by such other person or persons as may be designated  from
time to time by the Board of Directors.

<PAGE>

     Section 10.  STATUTORY  AGENTS.  The President,  any Vice President and the
Secretary or an Assistant  Secretary are authorized to appoint  statutory agents
of the  Corporation  and to execute  powers of  attorney  in  evidence  thereof,
authorizing  such  statutory  agents to accept  service of process  against  the
Corporation,  to  execute  any and all  papers  to  comply  with all  applicable
requirements  of law in order to qualify the  Corporation  to do business in any
state, territory, district, country or jurisdiction and to take any other action
on behalf of the Corporation  necessary or proper to be taken in compliance with
law or with rules or  regulations  of the  supervisory  authorities  in order to
qualify the Corporation to do business.

                                   ARTICLE VII
                                 INDEMNIFICATION

     Section 1. INDEMNIFICATION.  (a) To the extent not prohibited by applicable
law, the Company  shall  indemnify  and hold harmless any person who was or is a
party,  or is  threatened  to be  made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact  that he is or was a  Director,  officer,  employee  or agent of the
Company,  or who is or was  serving at the request of the Company as a Director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise or entity,  from and against any and all liability and
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company  and,  with  respect  to  any  criminal  action  or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea  of nolo  contendere  or its  equivalent,  shall  not of  itself  create  a
presumption  that the person  did not act in good faith and in a manner  that he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company, and, with respect to any criminal action or proceeding,  had reasonable
cause to believe that his conduct was unlawful.

     (b) To the extent not  prohibited  by  applicable  law,  the Company  shall
indemnify and hold  harmless any person who was or is a party,  or is threatened
to be made a party to any threatened,  pending or completed action or suit by or
in the right of the  Company to procure a judgment in its favor by reason of the
fact that he is or was a Director,  officer,  employee, or agent of the Company,
or is or was  serving  at the  request  of the  Company  as  Director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise or entity, from and against any expenses (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company,  and  except  that no  indemnification  shall be made in respect of any
claim,  issue,  or matter as to which such person shall have been adjudged to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
Company  unless,  and only to the extent  that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability,  but in view of all the  circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

     (c) To the  extent  that a  Director,  officer,  employee,  or agent of the
Company or a person who is or was  serving  at the  request of the  Company as a
Director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust,  or other  enterprise or entity,  has been  successful,  on the
merits or otherwise,  in the defense of any action,  suit or proceeding referred
to in  paragraphs  (a) or (b),  or in  defense of any  claim,  issue,  or matter
therein,  shall be indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by him in connection therewith.

<PAGE>

     Section 2. DETERMINATION OF RIGHT TO  INDEMNIFICATION.  Any indemnification
under  paragraphs (a) and (b) of Section 1, unless ordered by a court,  shall be
made  by  the  Company  only  as  authorized  in  the  specific  case,   upon  a
determination that the indemnification of the Director,  officer,  employee,  or
agent is proper in the circumstances  because he has met the applicable standard
of conduct set forth in paragraphs (a) and (b).

     Such  determination  shall be made (1) by the Board by  majority  vote of a
quorum  consisting  of Directors  who were not parties to such action,  suit, or
proceeding,  or (2) if such a quorum is not obtainable,  or, even if obtainable,
if a quorum of disinterested  Directors so directs, by independent legal counsel
in a written opinion, or (3) by the stockholders.

     Section 3.  ADVANCES.  To the  extent not  prohibited  by  applicable  law,
expenses  incurred in defending a civil or criminal  action,  suit or proceeding
may be paid by the Company in advance of the final  disposition  of such action,
suit or  proceeding,  as  authorized  by the Board in the  specific  case,  upon
receipt of an undertaking by or on behalf of the Director,  officer, employee or
agent or person who is or was serving at the request of the Company as Director,
officer, employee, or agent of another corporation,  partnership, joint venture,
trust,  or other  enterprise  or entity,  to repay such amount,  unless it shall
ultimately be determined that he is entitled to be indemnified by the Company as
authorized in this Article of the bylaws.

     Section 4. EXCLUSIVITY.  The indemnification provided by this Article shall
not  be  deemed   exclusive  of  any  other   rights  to  which  those   seeking
indemnification  may be  entitled  under  any  agreement,  resolution,  vote  of
stockholders or disinterested Directors, or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office,  and shall  continue  as to a person  who has  ceased to be a  Director,
officer, employee, or agent of another corporation,  partnership, joint venture,
trust,  or other  enterprise  or entity,  and shall  inure to the benefit of the
heirs, executors and administrators of such a person.

     Section 5.  INSURANCE.  The Company may purchase and maintain  insurance on
behalf of any person who is or was a Director,  officer,  employee,  or agent of
the  Company,  or who is or was  serving  at the  request  of the  Company  as a
Director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other enterprise or entity,  against any liability  asserted
against  him and  incurred  by him in any such  capacity,  or arising out of his
status as such, whether or not the Company would have the power to indemnify him
against such  liability  under the provisions of this Article of these bylaws or
otherwise.

     These  bylaws were duly adopted by the Board of Directors of the Company on
this the 25th day of June, 2003.


                                                /s/ Paula Cludray-Engelke
                                                --------------------------------
                                                Paula Cludray-Engelke, Secretary


<PAGE>

                                                                EXHIBIT 3(b)(iv)

                         AMENDED AND RESTATED BYLAWS OF

                   ING USA ANNUITY AND LIFE INSURANCE COMPANY

                                    ARTICLE I
                                  STOCKHOLDERS

     Section 1. PLACE OF MEETINGS.  All meetings of the  stockholders of ING USA
Annuity and Life Insurance  Company (the  "Corporation"  or "Company")  shall be
held at such place or places  within or without  the State of Iowa,  as may from
time to time be fixed by the Board of Directors  (the  "Board"),  or as shall be
specified  or fixed in the  respective  notices or  waivers  of notice  thereof,
provided that any or all  stockholders  may  participate  in any such meeting by
means of conference telephone or similar communications.

     Section 2. ANNUAL MEETING.  The annual meeting of the stockholders shall be
held at the home office of the Company on or before the  thirty-first day of May
of each year for the purpose of electing  Directors and for the  transaction  of
such other business as may be brought before the meeting.

     Section 3. SPECIAL  MEETINGS.  Special  meetings of the stockholders may be
called at any time by the President,  Secretary,  the Board of Directors  acting
upon  majority  vote,  or the  holders  of not less  than  one-tenth  of all the
outstanding  shares of the  Corporation  entitled  to vote at such  meeting.  No
business  other than that specified in the notice of meeting shall be transacted
at a special meeting of the Shareholders.

     Section  4.  NOTICE  OF  MEETING.   Written   notice  of  each  meeting  of
stockholders,  stating the place, date and hour of the meeting,  and the purpose
or purposes  thereof,  shall be mailed to each  stockholder  entitled to vote at
such  meeting  not less than ten or more than fifty days  before the date of the
meeting. Stockholders by written notice may waive notice of any meeting, and the
presence  of a  stockholder  at  any  meeting,  in  person  or by  proxy,  shall
constitute a waiver of notice of such meeting.

     Section 5.  QUORUM/VOTING.  The presence at a meeting in person or by proxy
of stockholders of the Company representing a majority or issued and outstanding
shares of the Company  shall be necessary to constitute a quorum for the purpose
of  transacting  business,  except as  otherwise  provided by law, but a smaller
number  may  adjourn  the  meeting  from  time to time  until a quorum  shall be
obtained.  Each  stockholder  shall be entitled to cast one vote in person or by
proxy  for each  share of stock of the  Company  held as of record in his or her
name on the books of the Company.

     Section  6.  PROXIES.  A  stockholder  may  vote  at  any  meeting  of  the
stockholders,  either  in  person  or  by  proxy  executed  in  writing  by  the
stockholder  or by his duly  authorized  attorney-in-fact.  All proxies shall be
filed with the Secretary of the Company  before voting and entered on the record
in the minutes of the meeting. No special form of proxy shall be necessary.

     Section 7. CONSENTS TO CORPORATE ACTION. Unless otherwise prohibited by the
applicable laws of the State of Iowa or the Company's Articles of Incorporation,
any action  required  to be taken or which may be taken at any annual or special
meeting  of  stockholders  of the  Company  may be taken  without a meeting  and
without a vote if a consent in writing, setting forth the action so taken, shall
be signed  by all of the  stockholders  entitled  to vote  with  respect  to the
subject matter thereof.  The consents of stockholders  shall be evidenced by one
or more written approvals, each which sets forth the action taken, and bears the
signature  of one or more  stockholders.  All of the  approvals  evidencing  the
consents  shall be delivered to the  Secretary of the Company to be filed in the
Company's records.

<PAGE>

     The action shall be effective on the date the  stockholder has approved the
consent unless the consent specifies a different effective date.

                                   ARTICLE II
                               BOARD OF DIRECTORS


     Section 1. GENERAL  POWERS.  The  business  and affairs of the  Corporation
shall be managed by its Board of  Directors.  The Board of Directors  shall have
the power to commit shares of the authorized  but unissued  capital stock of the
Corporation for acquisitions of other property of any and all kinds.  Such stock
shall be issued at valuation placed thereon by the Board of Directors, but in no
event for a consideration less than the par value of such shares.

     Section 2. NUMBER,  TENURE AND  QUALIFICATIONS.  The number of Directors of
the  Corporation  shall be not less than five (5) nor more than  twenty-one (21)
persons elected by the  shareholders  at the annual meeting of the  Corporation.
The number to be elected may be determined by a resolution of the  shareholders,
but in the  absence of such a  resolution  there  shall be elected the number of
Directors  that were  elected at the  previous  annual  meeting.  Subject to the
Restated Articles of Incorporation, each Director shall hold office for the term
of which they are elected,  and until their  successors  shall have been elected
and qualified.

     Section 3. REGULAR  MEETINGS.  A regular  meeting of the Board of Directors
shall be held without other notice than this Bylaw,  immediately  after,  and at
the same place as the annual meeting of Shareholders. The Board of Directors may
provide by resolution, the time and place, either within or without the State of
Iowa, for the holding of additional  regular  meetings without other notice than
such resolution.

     Section 4. SPECIAL MEETING.  Special meetings of the Board of Directors may
be called by or at the request of the President or the  Secretary,  and shall be
called on  written  request  of three  (3)  members  of the Board of  Directors.
Meetings of the Board shall be held at the principal  office of the  Corporation
unless a different  place,  either  within or without the State of Iowa shall be
designated by the President or Board of Directors.

     Section 5. NOTICE OF SPECIAL  MEETINGS.  Notice of each special  meeting of
the Board of Directors shall be given by written notice mailed to or served upon
each  Director  at least  twenty-four  hours  prior to such  meetings,  and such
special  meeting  shall be held at such time and place as shall be  specified in
such written notice.  Notice of a special meeting may be waived by any Director.
A special  meeting of the Board of Directors  may also be held  without  written
notice  or call at such  time and  place as  shall  be fixed by the  consent  in
writing of all of the Directors given before, at or after such meeting.

     Section 6. QUORUM.  A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
provided  that if less than a  majority  of the  Directors  are  present at such
meeting,  a majority of the Directors  present may adjourn the meeting from time
to time without further notice.  The act of a majority of the Directors  present
at a  meeting  at which a quorum  is  present  shall be the act of the  Board of
Directors.

     Members of the Board of Directors of the  Corporation  may participate in a
meeting  of  the  Board  of  Directors  by   conference   telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
provision shall constitute presence in person at such meeting.

<PAGE>

     Section 7. VACANCIES.  Subject to the provisions of Section 3 of Article VI
of the Corporation's  Restated Articles of Incorporation,  any vacancy occurring
in the  Board of  Directors  and any  Directorship  to be filled by reason of an
increase in the number of Directors may be filled by the  affirmative  vote of a
majority  of the  Directors  then in  office,  even if less than a quorum of the
Board of  Directors.  A Director so elected  shall be elected for the  unexpired
term of his predecessor in office or the full term of such new Directorship.

     Section  8.  RESIGNATION.  Any  Director  may  resign  at  any  time.  Such
resignation shall be made in writing and shall take effect at the time specified
therein.  If no time is  specified,  it  shall  take  effect  at the time of its
receipt by the Secretary. The acceptance of a resignation shall not be necessary
to make it effective.

     Section  9.  REMOVAL.  The  entire  Board of  Directors  or any  individual
Director may be removed from office,  with or without cause,  at a Shareholders'
meeting called expressly for that purpose by the vote of a majority of those who
actually  vote. In case the entire Board or any one or more of the Directors are
so removed,  new  Directors may be elected at the same meeting for the unexpired
term of the Director or Directors  so removed.  A Director  shall not be removed
without a meeting pursuant to written consents unless such consents are obtained
from the holders of all the outstanding  shares of the  Corporation.  Failure to
elect  Directors to fill the unexpired term of the Directors so removed shall be
deemed to create a vacancy or vacancies in the Board of Directors.

     Section  10.  ACTION BY BOARD OF  DIRECTORS  WITHOUT  MEETING.  Any  action
required to be taken at a meeting of the Board of Directors by the Iowa Business
Corporation  Act,  may be taken  without a meeting of the Board of  Directors if
written  consent setting forth the action so taken shall be signed by all of the
members of the Board of Directors  and included in the minutes or filed with the
corporate  records  reflecting the action taken. Such written consent shall have
the same force and effect as a unanimous  vote of the Board of Directors and may
be stated as such in any article or document  filed with the  Secretary of State
of the State of Iowa pursuant to the provisions of the Iowa Business Corporation
Act. The  provisions of this Bylaw shall be  applicable  whether or not the Iowa
Business Corporation Act requires that such action be taken by resolution of the
Board of Directors.

                                   ARTICLE III
                             COMMITTEES OF THE BOARD

     Section 1.  COMMITTEES.  The Board shall elect from the  Directors,  by the
affirmative  vote of a majority of the whole Board,  such  committees  with such
duties as the Board may by resolution  prescribe.  Any such  committee  shall be
comprised of such persons and shall possess such authority as shall be set forth
in such  resolution;  except that no such committee  shall have the authority of
the Board in reference to amending  the Articles of  Incorporation,  approving a
plan of merger or  consolidation,  recommending  to the  stockholders  the sale,
lease, or exchange of all or substantially all of the property and assets of the
Company otherwise than in the usual course of its business,  recommending to the
stockholders  a voluntary  dissolution  of the Company or a revocation  thereof,
amending,  altering or repealing  any  resolution of the Board that by its terms
provides that it shall not be so amendable or  repealable  in such manner;  and,
unless such resolution or the Articles of Incorporation expressly so provide, no
such  committee  shall have the power or  authority  to declare a dividend or to
authorize the issuance of shares of the Company.

     Section 2. PROCEDURE.  Except as provided  otherwise in these bylaws,  each
committee  may elect its own chairman and  secretary,  who shall keep minutes of
its  proceedings,  shall fix its own rules of procedure and shall meet where and
as provided by such rules.  Unless  otherwise stated in these bylaws, a majority
of the members of a committee  shall  constitute a quorum for the transaction of
its business.

<PAGE>

     Section 3. REPORTS TO THE BOARD.  All  completed  actions by any  committee
established  by the Board shall be reported to the Board at the next  succeeding
Board  meeting  and shall be subject to  revision  or  alteration  by the Board;
provided  that no acts or rights of third  parties shall be affected by any such
revision or alteration.

                                   ARTICLE IV
                                    OFFICERS

     Section 1. GENERAL PROVISIONS.  The corporate officers of the Company shall
consist of the following: a President; one or more Vice Presidents; a Treasurer;
a  Secretary;  and such  other  officers  as the  Board  may  from  time to time
determine. The Board may authorize the classification of certain Vice Presidents
as  Executive,   Senior,  Second  or  Assistant,  and  may  authorize  Assistant
Treasurers,  Assistant  Secretaries and such other titles and designations as in
its discretion  seems proper.  Insofar as permitted by statute,  the same person
may hold two or more offices.

     The officers  shall be elected by the Board.  Each such officer  shall hold
office until a successor is elected or appointed  and  qualified or until his or
her earlier death, resignation, removal or suspension.

     Any officer or agent or member of a committee  elected or  appointed by the
Board may be removed, either with or without cause, by the Board whenever in its
judgment  the best  interests of the Company  will be served  thereby,  but such
removal shall be without prejudice to the contract rights, if any, of the person
so  removed.  Election  or  appointment  of an  officer  or agent or member of a
committee shall not of itself create contract rights.

     Any  vacancy  occurring  in any office of the  Company may be filled by the
Board.

     Section 2. POWERS AND DUTIES OF THE  PRESIDENT.  The  President  shall have
general  charge and  management  of the  affairs,  property  and business of the
Company,  subject to the Board and the provisions of these bylaws. The President
shall be the chief executive officer, and, in the absence of the Chairman, shall
preside at meetings  of the  stockholders  and the Board.  In the absence of the
President, the Board shall appoint another of their number to preside.

     The President shall perform all duties assigned that office by these bylaws
and such other duties as may from time to time be assigned by the Board.

     Section 3. POWERS AND DUTIES OF THE VICE  PRESIDENTS.  Each Vice  President
shall  perform  such duties as may from time to time be assigned by the Board of
Directors.

     Section 4. POWERS AND DUTIES OF THE TREASURER.  The Treasurer and Assistant
Treasurers  shall have care and custody of all funds of the Company and disburse
and administer the same under  direction of the Board or the President and shall
perform such other duties as the Board or President shall assign.

     Section 5.  POWERS AND DUTIES OF THE  SECRETARY.  The  Secretary  shall act
under the direction of the Board and, with any Assistant Secretary, shall record
the proceedings of all the meetings of the  stockholders  and the Board in books
kept for that  purpose.  The  Secretary  shall be the custodian of the corporate
seal. The Secretary or Assistant Secretary shall fix the same to and countersign
papers  requiring such acts; and the Secretary and Assistant  Secretaries  shall
perform other duties as may be required by the Board.

<PAGE>

                                    ARTICLE V
                                  CAPITAL STOCK

     All  certificates  of stock  shall be  signed  by the  President  or a Vice
President  and by the  Secretary or an Assistant  Secretary of the Company,  but
when a certificate is signed by a transfer  agent or registrar  appointed by the
Board  of  Directors,  the  signature  of any  such  corporate  officer  and the
corporate seal upon such certificate may be facsimiles, engraved or printed.

                                   ARTICLE VI
                                  MISCELLANEOUS

     Section 1. WAIVER OF NOTICE.  Notice of any  meeting  required by law or by
these bylaws may be waived in writing,  signed by the person or persons entitled
to such notice, either before or after the time of such meeting.

     Section 2. AMENDMENTS.  The Board from time to time shall have the power to
make,  alter,  amend or repeal  any and all of these  bylaws,  but any bylaws so
made,  altered,  amended,  or repealed by the Board may be amended,  altered, or
repealed by the stockholders.

     Section 3.  DIVIDENDS.  The Board may,  from time to time and in accordance
with the law,  declare  and cause to be paid  dividends  of cash,  property,  or
shares of stock or  securities  of, or owned by, the  Company,  as the Board may
deem proper.

     Section 4. FISCAL  YEAR.  The fiscal  year of the Company  shall begin with
January first and end with December thirty-first.

     Section 5. SEAL.  The seal of the Company shall bear the corporate  name of
the Company and the place of its home office.

     Section 6. INVESTMENTS.  The President,  any Vice President, the Treasurer,
the  Secretary,  and such other  officers or employees as may be  designated  by
resolution of the Board of Directors  shall have  authority to execute on behalf
of the Corporation any  instruments,  including but not limited to:  Instruments
necessary in order to purchase,  sell, assign,  transfer,  modify,  exchange, or
convert  bonds,  notes or  stocks  and to assign or  satisfy  mortgages,  and to
execute contracts,  deeds,  leases, or any and all other instruments relating in
any manner to bonds,  notes,  stocks,  real estate or  personal  property or any
evidence of indebtedness owned by the Corporation.

     Section 7. POLICY  CONTRACTS.  All policies of  insurance or contracts  for
annuities  and for the  disposition  and for  the  disposition  of the  proceeds
thereof  may be executed on behalf of the  Corporation  by any of the  following
officers: The President,  any Vice President, the Treasurer, the Secretary or an
Assistant  Secretary,  an Actuary, an Associate Actuary or an Assistant Actuary.
The signature of any such officer may be in facsimile.

     Section 8. AGENCY AND OTHER CONTRACTS.  The President,  any Vice President,
the Secretary and any other  officers or employees  designated in writing by the
Board of Directors shall have authority to execute agency  contracts and related
agreements on behalf of the Corporation,  tax returns or reports and any reports
filed with governmental agencies.

     Section 9. OTHER INSTRUMENTS.  All other contracts and written  instruments
of any kind not  previously  described  shall be signed by one of the  following
officers: The President, a Vice President, the Secretary or the Treasurer, or by
any other  officer or employee of the  Company as shall be so  empowered  by the
Board of Directors or by such other person or persons as may be designated  from
time to time by the Board of Directors.

<PAGE>

     Section 10.  STATUTORY  AGENTS.  The President,  any Vice President and the
Secretary or an Assistant  Secretary are authorized to appoint  statutory agents
of the  Corporation  and to execute  powers of  attorney  in  evidence  thereof,
authorizing  such  statutory  agents to accept  service of process  against  the
Corporation,  to  execute  any and all  papers  to  comply  with all  applicable
requirements  of law in order to qualify the  Corporation  to do business in any
state, territory, district, country or jurisdiction and to take any other action
on behalf of the Corporation  necessary or proper to be taken in compliance with
law or with rules or  regulations  of the  supervisory  authorities  in order to
qualify the Corporation to do business.

                                   ARTICLE VII
                                 INDEMNIFICATION

     Section 1. INDEMNIFICATION.  (a) To the extent not prohibited by applicable
law, the Company  shall  indemnify  and hold harmless any person who was or is a
party,  or is  threatened  to be  made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact  that he is or was a  Director,  officer,  employee  or agent of the
Company,  or who is or was  serving at the request of the Company as a Director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise or entity,  from and against any and all liability and
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company  and,  with  respect  to  any  criminal  action  or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea  of nolo  contendere  or its  equivalent,  shall  not of  itself  create  a
presumption  that the person  did not act in good faith and in a manner  that he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company, and, with respect to any criminal action or proceeding,  had reasonable
cause to believe that his conduct was unlawful.

     (b) To the extent not  prohibited  by  applicable  law,  the Company  shall
indemnify and hold  harmless any person who was or is a party,  or is threatened
to be made a party to any threatened,  pending or completed action or suit by or
in the right of the  Company to procure a judgment in its favor by reason of the
fact that he is or was a Director,  officer,  employee, or agent of the Company,
or is or was  serving  at the  request  of the  Company  as  Director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise or entity, from and against any expenses (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company,  and  except  that no  indemnification  shall be made in respect of any
claim,  issue,  or matter as to which such person shall have been adjudged to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
Company  unless,  and only to the extent  that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability,  but in view of all the  circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

     (c) To the  extent  that a  Director,  officer,  employee,  or agent of the
Company or a person who is or was  serving  at the  request of the  Company as a
Director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust,  or other  enterprise or entity,  has been  successful,  on the
merits or otherwise,  in the defense of any action,  suit or proceeding referred
to in  paragraphs  (a) or (b),  or in  defense of any  claim,  issue,  or matter
therein,  shall be indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by him in connection therewith.

<PAGE>

     Section 2. DETERMINATION OF RIGHT TO  INDEMNIFICATION.  Any indemnification
under  paragraphs (a) and (b) of Section 1, unless ordered by a court,  shall be
made  by  the  Company  only  as  authorized  in  the  specific  case,   upon  a
determination that the indemnification of the Director,  officer,  employee,  or
agent is proper in the circumstances  because he has met the applicable standard
of conduct set forth in paragraphs (a) and (b).

     Such  determination  shall be made (1) by the Board by  majority  vote of a
quorum  consisting  of Directors  who were not parties to such action,  suit, or
proceeding,  or (2) if such a quorum is not obtainable,  or, even if obtainable,
if a quorum of disinterested  Directors so directs, by independent legal counsel
in a written opinion, or (3) by the stockholders.

     Section 3.  ADVANCES.  To the  extent not  prohibited  by  applicable  law,
expenses  incurred in defending a civil or criminal  action,  suit or proceeding
may be paid by the Company in advance of the final  disposition  of such action,
suit or  proceeding,  as  authorized  by the Board in the  specific  case,  upon
receipt of an undertaking by or on behalf of the Director,  officer, employee or
agent or person who is or was serving at the request of the Company as Director,
officer, employee, or agent of another corporation,  partnership, joint venture,
trust,  or other  enterprise  or entity,  to repay such amount,  unless it shall
ultimately be determined that he is entitled to be indemnified by the Company as
authorized in this Article of the bylaws.

     Section 4. EXCLUSIVITY.  The indemnification provided by this Article shall
not  be  deemed   exclusive  of  any  other   rights  to  which  those   seeking
indemnification  may be  entitled  under  any  agreement,  resolution,  vote  of
stockholders or disinterested Directors, or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office,  and shall  continue  as to a person  who has  ceased to be a  Director,
officer, employee, or agent of another corporation,  partnership, joint venture,
trust,  or other  enterprise  or entity,  and shall  inure to the benefit of the
heirs, executors and administrators of such a person.

     Section 5.  INSURANCE.  The Company may purchase and maintain  insurance on
behalf of any person who is or was a Director,  officer,  employee,  or agent of
the  Company,  or who is or was  serving  at the  request  of the  Company  as a
Director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other enterprise or entity,  against any liability  asserted
against  him and  incurred  by him in any such  capacity,  or arising out of his
status as such, whether or not the Company would have the power to indemnify him
against such  liability  under the provisions of this Article of these bylaws or
otherwise.

     These  restated  bylaws were duly  adopted by the Board of Directors of the
Company on the 25th day of June,  2003 and  Article I was amended to reflect the
name change the 11th day of November 2003.



                                         /s/ Paula Cludray-Engelke, Secretary
                                         ---------------------------------------
                                         Paula Cludray-Engelke, Secretary

<PAGE>

                                                                 EXHIBIT 10.A(f)

                               SERVICES AGREEMENT


     This Services Agreement  ("Agreement") is made this 1 day of January, 2001,
by and between Golden  American Life  Insurance  Company,  an insurance  company
organized  and  existing  under  the  laws of the  state  of  Delaware,  and the
affiliated insurance companies specified in Exhibit B hereto.

                                    RECITALS

     WHEREAS,  the parties are affiliates under the common control of ING Groep,
N.V.; and

     WHEREAS,  each party possesses  certain  resources,  including  experienced
personnel,  facilities  and  equipment,  which  enables  it to  provide  certain
administrative,   management,   professional,  advisory,  consulting  and  other
services to the others ("Services"); and

     WHEREAS,  each party desires from time to time to perform certain  Services
on behalf of, and receive certain  Services from, the others,  as described with
particularity in Exhibit A attached hereto; and

     WHEREAS,  each party  contemplates  that such an  arrangement  will achieve
operating economies,  synergies and expense savings, and improve services to the
benefit of its policyholders or contractholders; and

     WHEREAS,  the parties  wish to identify  the  Services to be  provided,  to
provide a method for identifying the charges to be assessed and the compensation
to be paid for the Services, and to assure that all charges for the Services are
reasonable  and in  accordance  with the laws and  regulations  of the states in
which each of them is domiciled;

     NOW,  THEREFORE,  in  consideration  of these  premises  and of the  mutual
promises set forth herein, and intending to be legally bound hereby, the parties
agree as follows:

     1. Services.

          (a)  Subject  to  the  terms,  conditions,  and  limitations  of  this
     Agreement,  the party providing a service  hereunder  ("Service  Provider")
     will perform for the party requesting a service hereunder  ("Company") such
     of the Services  described in Exhibit A, attached  hereto and  incorporated
     herein by this reference, as the Company may from time to time request.

          (b) The Service  Provider  shall employ all operating  and  management
     personnel necessary to provide the Services required by this Agreement. The
     Service  Provider  shall also maintain such  facilities and equipment as it
     deems reasonably necessary in order to provide the Services required by the
     Agreement.

<PAGE>

          Subject to the terms  (including any limitations and  restrictions) of
     any  applicable  software or hardware  licensing  agreement  then in effect
     between the Service Provider and any licensor,  the Service Provider shall,
     upon  termination  of this  Agreement,  grant to the  Company  a  perpetual
     license,  without  payment of any fee, in any  electronic  data  processing
     software  developed or used by the Service  Provider in connection with the
     Services  provided to the  Company,  if such  software is not  commercially
     available and is necessary,  in the Company's reasonable judgment,  for the
     Company to perform the functions provided by the Service Provider hereunder
     after termination of this Agreement.

          (c) The parties agree that all  documents,  reports,  records,  books,
     files  and other  materials  relative  to the  Services  performed  for the
     Company under this Agreement shall be the sole property of the Company. The
     Service Provider shall keep and maintain or cause to be kept and maintained
     full  and  complete  documentation  and  records  related  to the  Services
     provided  including  the  accounting   necessary  to  support  charges  for
     Services. The Service Provider shall maintain custody of said documentation
     and  records  and  shall  make  them  available  to  the  Company  and  the
     appropriate insurance regulator of the Company upon request.

     2. Charges for Services.

          (a) It is the  intention  of the  parties  that  the  charges  for the
     Services  provided  under this  Agreement be determined in accordance  with
     fair and reasonable  standards and that no party realize a profit nor incur
     a loss as a result of the Services rendered pursuant to this Agreement.

          (b) The  Company  agrees to  reimburse  the Service  Provider  for all
     direct costs  incurred on behalf of the Company and for all indirect  costs
     which may be charged to the Company as follows:

               (i) "Direct Costs" include costs incurred by the Service Provider
          for  Services  provided  directly to the  Company,  including  but not
          limited to: (a) All costs  incident to any employee or  employees  who
          are  employed in rendering  Services to the  Company,  such as salary,
          payroll taxes,  and benefits and (b) the cost of other  reasonable and
          necessary  business expenses incurred by employees who are employed in
          rendering  Services  to the  Company  such  as  training,  travel  and
          lodging.  Direct Costs shall be charged in accordance  with reasonable
          functional  cost studies and/or other  information  and  methodologies
          used by the Service Provider for internal cost distribution including,
          where  appropriate,  an  analysis  of  time  spent  by  each  employee
          providing   Services  to  the  Company   and/or  the   percentage   of
          administrative  systems  utilized.  Data  for  this  analysis  will be
          collected  through  tracking of unit costs of  Services,  through time
          studies conducted  periodically,  or through other methods  consistent
          with customary insurance  accounting practices  consistently  applied.
          Annually, the bases for determining direct costs shall be modified and
          adjusted by mutual  agreement of the Service Provider and the Company,
          where  necessary or appropriate,  to fairly and equitably  reflect the
          actual cost incurred by the Service Provider on behalf of the Company.

               (ii)"Indirect  Costs"  include  all other  costs  incurred by the
          Service Provider in rendering  Services to the Company,  including but
          not  limited  to the cost of rent or  depreciation  of  office  space,
          utilities,  office  equipment,  and supplies utilized by employees who
          are employed in  rendering  Services to the  Company.

<PAGE>

               Indirect  costs  shall be  charged  to the  Company  based on the
          proportion  of total  direct  costs  chargeable  to the Company  under
          subparagraph  (i),  herein.  In  other  words,  if  the  direct  costs
          chargeable  to the Company  represents  20% of the Service  Provider's
          total direct costs, then 20% of the Service Provider's  indirect costs
          will be charged to the Company.

          (c) The charges for Direct Costs and Indirect  Costs referred to above
     shall be made by the Service  Provider on a monthly or  quarterly  basis as
     appropriate  for the particular  Service.  Charges paid by any party to the
     Service  Provider  may be net of  charges  for Direct  and  Indirect  Costs
     charged by such party as Service Provider to the other party.

          (d) In the event the Service  Provider or the Company should  discover
     upon  review  of its  accounting  by  its  internal  auditors,  independent
     auditor, any state insurance  department,  or other regulatory agency, that
     an amount charged for Services provided hereunder was erroneous,  the party
     discovering the error will give prompt notice of such error to the affected
     party under this Agreement.  Such notice shall contain a description of the
     accounting  error,  corrective  action and  supporting  documentation.  Any
     amounts owing as a result of the correction shall be paid within sixty (60)
     days after notice has been given.

          (e) The  Company  stall  have the right to  inspect  and  audit,  upon
     reasonable  notice to the  Service  Provider,  all books and records of the
     Service  Provider  related to the provision of the Services so as to verify
     the accuracy of all expenses reimbursed under this Agreement.

     3. Term.

     This  Agreement  shall be effective on the first day of January,  2001, and
shall  end  on  the  31st  day  of  December,  2001.  This  Agreement  shall  be
automatically  renewed on the first day of each calendar year  thereafter  for a
twelve-month  period  under  the  same  terms  and  conditions,  subject  to the
provisions for termination set forth herein.

     4. Termination.

     This Agreement may be terminated by the Service  Provider or by the Company
by providing  thirty (30) days' written  notice to that effect  addressed to the
other party. Any Services provided  following the date of termination  which, by
their nature,  continue after termination shall be provided under the same terms
and conditions which prevailed at the time of such notice.

     5. Standard of Service.

     The  Service  Provider  shall  perform  the  Services  in a  competent  and
professional  manner  according to standards agreed upon by the Service Provider
and the Company. The Service Provider agrees that it will exercise due diligence
to abide by and comply with all laws, statutes, rules,  regulations,  and orders
of any  governmental  authority in the  performance  of its Services  under this
Agreement.  The  Service  Provider  will  conduct its  business  and perform its
obligations  in a manner  which  will  not  cause  the  possible  revocation  or
suspension of the Company's  Certificate(s) of Authority or cause the Company to
sustain  any  fines,  penalties,  or other  disciplinary  action  of any  nature
whatsoever.



<PAGE>



     6. Limitation of Authority.

     The  Company  shall  retain  ultimate  control and  responsibility  for all
Services that it has delegated to the Service Provider under this Agreement.  In
no event shall the Services  involve  control of the  management of the business
and  affairs  of the  Company.  The  Service  Provider  shall  provide  Services
hereunder as an independent contractor,  and shall act hereunder so as to assure
the separate operating identity of the Company.  While rendering Services to the
Company  pursuant to this  Agreement,  the Service  Provider,  its  officers and
employees  shall not at any time or for any purpose be considered  agents of the
Company  unless  otherwise  expressly  agreed  to  by  the  parties.   Under  no
circumstances  shall the Services  provided pursuant to this Agreement be deemed
to be those of a third  party  administrator  pursuant to any  applicable  state
statutes.

     7. Indemnification.

          (a) The Company  hereby agrees to indemnify,  defend and hold harmless
     the Service  Provider,  its  officers,  directors and  employees,  from and
     against any and all claims, demands, losses, liabilities, actions, lawsuits
     and other  proceedings,  judgements  and  awards,  and  costs and  expenses
     (including reasonable attorneys' fees), arising directly or indirectly,  in
     whole or in part out of any action taken by the Service Provider within the
     scope of its  duties or  authority  hereunder,  excluding  only such of the
     foregoing as result from the negligence or willful acts or omissions of the
     Service  Provider,  its  officers,  directors,  agents and  employees.  The
     provisions of this section shall survive termination of this Agreement.

          (b) The Service  Provider hereby agrees to indemnify,  defend and hold
     harmless the Company and its officers,  directors  and  employees  from and
     against any and all claims, demands, losses, liabilities,  action, lawsuits
     and other proceedings, judgments and awards, fines and penalties, and costs
     and expenses (including  reasonable  attorneys' fees),  arising directly or
     indirectly,  in whole or in part,  out of the negligence or any willful act
     or omission of the Service  Provider or of any of its officers,  directors,
     agents or employees,  in connection  with this Agreement or the performance
     of the Service Provider's Services hereunder, or out of any action taken by
     the Service Provider beyond the scope of the Service  Provider's  duties or
     authority   hereunder.   The  provisions  of  this  section  shall  survive
     termination of this Agreement.

     8. Notices.

     All notices,  requests, and communications required or permitted under this
Agreement  shall be in writing and deemed given when addressed to the applicable
address set forth in Exhibit B attached  hereto and (i)  delivered by hand to an
officer of the other party,  (ii) deposited  with the U.S.  Postal  Service,  as
first-class  certified or registered mail,  postage prepaid,  or (iii) deposited
with an overnight  courier.  Any notice of a change of address shall be given in
the same manner.



<PAGE>



     9. Cooperation.

     Each party to this Agreement shall cooperate with the other party, and with
appropriate  governmental  authorities  (including,   without  limitation,   the
Securities  and Exchange  Commission,  the National  Association  of  Securities
Dealers  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.

     10. Arbitration.

     Any controversy or claim arising out of or relating to this  Agreement,  or
the breach thereof, shall be settled by arbitration in accordance with the Rules
of the  American  Arbitration  Association,  and  judgment  upon the award maybe
entered in any Court having jurisdiction thereof.

     11. Waiver.

     No waiver of any  provision  of this  Agreement  shall be deemed,  or shall
constitute, waiver of any other provision, whether or not similar, nor shall any
waiver  constitute  a  continuing  waiver.  No waiver  shall be  binding  unless
executed  in writing by the party  making  the  waiver.  Failure of any party to
exercise or delay in exercising  any right or power granted under this Agreement
shall not operate as a waiver of any such right or power.

     12. Miscellaneous.

     This  Agreement  may not be  assigned  by either  party  without  the prior
written  consent  of the other  party.  This  Agreement  constitutes  the entire
agreement of the parties hereto. This Agreement may be amended only by a written
instrument executed by both parties. If any portion of this Agreement is invalid
under any  applicable  statute or rule of law, it shall not affect the remainder
of this Agreement which shall remain valid and binding.  This Agreement shall be
binding  on the  parties,  their  legal  representatives  and  successors.  This
Agreement  shall be construed in accordance with and governed by the laws of the
state in which the  Services  are  provided,  without  regard to  principles  of
conflict of laws.

     13. Counterparts.

     This  Agreement  may be executed in  separate  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.



<PAGE>



     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed as of the date first above written.


                                          Golden American Life Insurance Company


                                          By:    /s/ Chris D. Schreier
                                                 -------------------------------
                                          Name:  Chris D. Schreier
                                          Title: President

<PAGE>

LIST OF EXHIBITS


A-1  Underwriting and New Business Processing Services

A-2  Licensing and Contracting Services

A-3  Policyowner and Claims Processing Services

A-4  Actuarial Services

A-5  Information Services

A-6  Legal, Risk Management and Compliance Services

A-7  Human Resource Services

A-8  Marketing and Sales Promotion Services

A-9  Tax Services

A-10 Reinsurance Management and Administration Services

A-11 Management Services

A-12 Printing, Record, File, Mail and Supply Services

B    Addresses for Notices

<PAGE>

                                   Exhibit A-1

                Underwriting and New Business Processing Services


Services related to underwriting and new business processes  including,  but not
limited to:

     1.   Underwriting and risk consulting services.

     2.   Analysis of underwriting standards.

     3.   Assistance and advice in the  development of appropriate  underwriting
          standards in accordance with all laws and regulations of the Company's
          state.

     4.   Perform underwriting in accordance with Company guidelines.

     5.   Provide medical and/or technical support and advice to underwriting.

     6.   Approve for issue all applications which meet underwriting criteria.

     7.   Process all approved  applications  and issue and deliver  policies to
          policyholders.

     8.   Financial and other reporting in connection with  underwriting and new
          business processing.

<PAGE>

                                   Exhibit A-2

                       Licensing and Contracting Services


Services  related to  producer  licensing  and  contracting  including,  but not
limited to:

     1.   Assist with pre-appointment investigations of producers.

     2.   Administer producer licenses,  contracts and producer compensation and
          maintain a computer database for license and contract status.

<PAGE>

                                  Exhibit A-3

                   Policyowner and Claims Processing Services


Services related to policyowner and claims processing including, but not limited
to:

     1.   Bill policyholders.

     2.   Collect premiums.

     3.   Respond to customer inquiries by phone or letter.

     4.   Administer policy changes.

     5.   Administration and support for claims.

     6.   Process claims and/or render legal,  medical or technical  support and
          advice relating to the processing, settlement and payment of claims.

     7.   Surrender, lapse and maturity processing.

     8.   Distribute benefits.

     9.   Financial  and other  reporting in  connection  with  policyowner  and
          processing services.

<PAGE>

                                   Exhibit A-4

                               Actuarial Services


Actuarial related services including but not limited to:

     1.   Actuarial  consulting  services,  including  clerical,  technical  and
          product actuarial support and product development support.

     2.   Prepare  actuarial  reports,  opinions and  memoranda  and assist with
          asset/liability management and cash flow testing.

     3.   Conduct product experience studies.

     4.   Prepare reserve calculations and valuations.

     5.   Develop new products.

     6.   Evaluate product performance versus expectations.

     7.   Financial and other reporting in connection with actuarial services.

<PAGE>

                                   Exhibit A-5

                              Information Services


Services related to information management including, but not limited to:

     1.   Professional, technical, supervisory, programming and clerical support
          for information services.

     2.   Informational   and  computer   services  may  be  in  the  nature  of
          applications  and programming  support,  enhancing  existing  systems,
          helping to install new systems.

     3.   Develop data processing systems strategy.

     4.   Implement systems strategy.

     5.   Program computers.

     6.   Provide data center  services,  including  maintenance  and support of
          mainframe and distribution process hardware and software.

     7.   Standard  systems  for  product   administration,   accounts  payable,
          accounting  and financial  reporting,  human  resource  management and
          inventory control.

     8.   Manage data and voice communications systems.

     9.   Manage local area networks and other desktop software and systems.

     10.  Provide  data  security  and  maintain   effective  disaster  recovery
          program.

     11.  Purchase hardware, software and supplies.

     Subject to the terms  (including any limitations and  restrictions)  of any
applicable  software  or hardware  licensing  agreement  then in effect  between
Service Provider and any licensor,  Service Provider shall,  upon termination of
this  Agreement,  grant to Company a perpetual  license,  without payment of any
fee, in any electronic data processing software developed or used by the Service
Provider in connection  with the Services  provided to the Company  hereunder if
such software is not commercially  available and is necessary,  in the Company's
reasonable  judgment,  for the Company to perform  subsequent to termination the
functions provided by the Service Provider hereunder.

<PAGE>

                                  Exhibit A-6

                 Legal, Risk Management and Compliance Services


Services  related to legal,  risk management and compliance  including,  but not
limited to:

     1.   Provide counsel, advice and assistance in any matter of law, corporate
          governance  and  governmental   relations,   including   advisory  and
          consulting  services,  in connection with the maintenance of corporate
          existence,  licenses, dealing with regulatory agencies, development of
          products,   contracts   and  legal   documents,   product   approvals,
          registration and filing of insurance and securities products, handling
          of claims and matters involving legal controversy, assist with dispute
          resolution,  select,  retain and manage  outside  counsel  and provide
          other legal services as reasonably required or requested.

     2.   Provide   assistance  in  any  matter  relating  to  risk  management,
          including  procurement  of fidelity  bond  insurance,  blanket  bonds,
          general liability insurance, property damage insurance, directors' and
          officers' liability  insurance,  workers  compensation,  and any other
          insurance purchased by the Company.

     3.   Assist in the development  and  maintenance of a corporate  compliance
          program  and a state  insurance  fraud  reporting  program.  Assist in
          maintaining  appropriate  records and systems in  connection  with the
          Company's compliance obligations under application state law.

     4.   Provide assistance with internal audit including review of operational
          procedures, performance of compliance tests, and assist to independent
          auditors.

<PAGE>

                                  Exhibit A-7

                             Human Resource Services


Services related to human resource management including, but not limited to:

     1.   Personnel recruiting and support services.

     2.   Design and implementation of human resources training.

     3.   Compensation studies and benefits consulting.

     4.   Support employee communications.

     5.   Payroll services.

     6.   Benefits compensation and design and administration.

     7.   Employee relations.

<PAGE>

                                  Exhibit A-8

                     Marketing and Sales Promotion Services


Services related to marketing and sales promotion including, but not limited to:

     1.   Prepare sales promotional  items,  advertising  materials and artwork,
          design,  text and articles relevant to such work,  including clerical,
          technical and supervisory support and related communications.

     2.   Support general communications with producers.

     3.   Conduct formal insurance market research.

     4.   Develop sales illustrations,  advertising materials,  and software for
          products, in compliance with state laws.

     5.   Design and implement training programs, including product and industry
          developments and legal compliance.

     6.   Distribute to employees and/or agents underwriting  guidelines for the
          products, where applicable.

     7.   Analyze and develop  compensation and benefit plans for general agents
          and agents.

     8.   Plan and support of producer conferences.

<PAGE>

                                   Exhibit A-9

                                  Tax Services


Services related to tax including, but not limited to:

     1.   Maintenance of tax  compliance,  including tax return  preparation and
          review of financial statement tax provisions.

     2.   Management of tax and audit appeals,  including processing information
          requests,  protest  preparation,  and  participation  in  any  appeals
          conference.

     3.   Direction  of  tax  research  and  planning,   including  research  of
          compliance  issues for consistency,  development of tax strategies and
          working with new legislative proposals.

     4.   Administration  of tax  liens,  levies  and  garnishment  of  wages of
          Company employees and agents

<PAGE>

                                  Exhibit A-10

               Reinsurance Management and Administration Services


Services related to reinsurance management and administration including, but not
limited to:

     1.   Advise with respect to reinsurance retention limits.

     2.   Advice  and  support  with  respect  to   negotiation  of  reinsurance
          treaties.

     3.   Advice  and  support  with  respect  to the  management  of  reinsurer
          relationships.

<PAGE>

                                  Exhibit A-11

                               Management Services


Services related to general management including, but not limited to:

     1.   Consultative  and advisory  services to the Company's senior executive
          officers and staff with respect to conduct of the  Company's  business
          operations  and the execution of  directives  and  resolutions  of the
          Company's  Board of Directors  pertaining to business  operations  and
          functions,  including  provision of personnel to serve as officers and
          directors of Company.

     2.   Consultation  and  participation in the Company's  strategic  planning
          process;  the development of business goals,  objectives and policies;
          the development of operational,  administrative  and quality programs;
          preparation of financial and other reports;  and the  coordination  of
          such processes, goals, objectives, policies and programs with those of
          the holding company.

     3.   Advice and  assistance  with respect to  maintenance  of the Company's
          capital and surplus,  the development and  implementation of financing
          strategies  and plans and the  production  of  financial  reports  and
          records.

     4.   Representation  of the Company's  interests at government  affairs and
          industry  meetings;  participation  in the deliberation and affairs of
          trade  associations  and  promotion  of  the  Company's  products  and
          relationships with the public.

     5.   Consultative,  advisory and  administrative  services to the Company's
          senior  executive  officers  and  staff  in  respect  to  development,
          implementation  and  administration  of human  resource  programs  and
          policies,  the delivery of communications and information to employees
          regarding   enterprise   plans,   objectives  and  results;   and  the
          maintenance   of   employee   relations,   morale  and   developmental
          opportunities.

     6.   Direction  and  performance  of internal  audits and  arrangement  for
          independent evaluation of business processes and internal control.


<PAGE>

                                  Exhibit A-12

                Printing, Record, File, Mail and Supply Services


Services related to printing,  records, files, mail and supplies including,  but
not limited to:

     Printing,  record,  file, mail and supply services  including,  maintaining
     policy files;  document  control;  production and  distribution of standard
     forms,  stationary,  business  cards and  other  material;  arrangement  of
     warehouse storage space; supply fulfillment; mail processing,  delivery and
     shipping;  participation in purchasing agreements; retrieval and production
     of documents for regulatory  examinations  and litigation;  and development
     and administration of record retention programs.

<PAGE>

                       EXHIBIT B - ING AFFILIATE INSURERS
<TABLE>
<S>                                      <C>                   <C>                                        <C>
------------------------------------- ---------------------------------------------------------------------------------------------
Name                                     Domestic State        Principal Office                           Principal Mailing Address
------------------------------------- ---------------------------------------------------------------------------------------------
Security Life of Denver                  Colorado              1290 Broadway                              Same
Insurance Company                                              Denver, CO 80203
------------------------------------- ---------------------------------------------------------------------------------------------
First Columbine Life Insurance           Colorado              1290 Broadway                              Same
Company                                                        Denver, CO 80203
------------------------------------- ---------------------------------------------------------------------------------------------
Aetna Life Insurance and                 Connecticut           151 Farmington Avenue                      Same
Annuity Company                                                Hartford, CT 06156
------------------------------------- ---------------------------------------------------------------------------------------------
Golden American Life Insurance           Delaware              1209 Orange Street                         1475 Dunwood Drive
Company                                                        Wilmington, DE 19801                       West Chester, PA 19380
------------------------------------- ---------------------------------------------------------------------------------------------
Aetna Insurance Company of America       Florida               5100 West Lemon Street, Suite 213          151 Farmington Avenue
                                                               Tampa, FL 33609                            Hartford, CT 06156
------------------------------------- ---------------------------------------------------------------------------------------------
Life Insurance Company of                Georgia               5780 Powers Ferry Road, N.W.               Same
Georgia                                                        Atlanta, GA 30327
------------------------------------- ---------------------------------------------------------------------------------------------
Ameribest Life Insurance                 Georgia               5780 Powers Ferry Road, N.W.               909 Locust Street
Company                                                        Atlanta, GA 30327                          Des Moines, IA 50309
------------------------------------ ----------------------------------------------------------------------------------------------
Midwestern United Life                   Indiana               8605 Kings Mill Place                      1290 Broadway
Insurance Company                                              Fort Wayne, IN 46804                       Denver, CO 80203-5699
------------------------------------- ---------------------------------------------------------------------------------------------
Equitable Life Insurance                 Iowa                  909 Locust Street                          Same
Company of Iowa                                                Des Moines, IA 50309
------------------------------------- ---------------------------------------------------------------------------------------------
ReliaStar Life Insurance                 Minnesota             20 Washington Avenue South                 Same
Company                                                        Minneapolis, MN 55401
-----------------------------------------------------------------------------------------------------------------------------------
Security Connecticut Life                Minnesota             20 Washington Avenue South                 20 Security Drive
Insurance Company                                              Minneapolis, MN 55401                      Avon, CT 06001
------------------------------------ ----------------------------------------------------------------------------------------------
USG Annuity and Life Company             Oklahoma              c/o Horace Rhodes                          909 Locust Street
                                                               201 RS Kerr, Suite 600                     Des Moines, IA 50309
                                                               Oklahoma City, OK 73102
------------------------------------- ---------------------------------------------------------------------------------------------
Southland Life Insurance                 Texas                 c/o CT Corp. System                        5780 Powers Ferry Road
Company                                                        350 North St. Paul Street                  Atlanta, GA 30327
                                                               Dallas, TX 75201
------------------------------------- ---------------------------------------------------------------------------------------------
United Life and Annuity                  Texas                 c/o CT Corp. System                        909 Locust Street
Insurance Company                                              350 North St. Paul Street                  Des Moines, IA 50309
                                                               Dallas, TX 75201
------------------------------------- ---------------------------------------------------------------------------------------------
Northern Life Insurance Company          Washington            1501 Fourth Ave., Suite 1000               Same
                                                               Seattle, WA 98101-3616
------------------------------------- ---------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                 EXHIBIT 10.A(g)

                               SERVICES AGREEMENT


     This Services Agreement  ("Agreement") is made this 1 day of January, 2001,
by and between ING North  America  Insurance  Corporation,  Inc., a  corporation
organized  and existing  under the laws of the state of Delaware  (the  "Service
Provider"),  and Golden American Life Insurance  Company,  an insurance  company
organized  and  existing  under the laws of the state of Delaware  (referred  to
herein as the "Company").

                                    RECITALS

     WHEREAS,  the parties are affiliates under the common control of ING Groep,
N.V.; and

     WHEREAS,  the  Service  Provider  possesses  certain  resources,  including
experienced  personnel,  facilities and  equipment,  which enables it to provide
certain administrative, management, professional, advisory, consulting and other
services to the others ("Services"); and

     WHEREAS,  the Company  desires to engage the Service  Provider from time to
time to perform certain  Services on its behalf as described with  particularity
in Exhibit A attached hereto; and

     WHEREAS,  the Company  contemplates  that such an arrangement  will achieve
operating economies,  synergies and expense savings, and improve services to the
benefit of its policyholders or contractholders; and

     WHEREAS,  the parties  wish to identify  the  Services to be  provided,  to
provide a method for identifying the charges to be assessed and the compensation
to be paid for the Services, and to assure that all charges for the Services are
reasonable  and in  accordance  with the laws and  regulations  of the states in
which each of them is domiciled;

     NOW,  THEREFORE,  in  consideration  of these  premises  and of the  mutual
promises set forth herein, and intending to be legally bound hereby, the parties
agree as follows:

     1. Services.

     (a) Subject to the terms,  conditions,  and  limitations of this Agreement,
the Service Provider will perform for the Company such of the Services described
in Exhibit A, attached hereto and incorporated herein by this reference,  as the
Company may from time to time request.

     (b)  The  Service  Provider  shall  employ  all  operating  and  management
personnel  necessary to provide the  Services  required by this  Agreement.  The
Service  Provider shall also maintain such  facilities and equipment as it deems
reasonably necessary in order to provide the Services required by the Agreement.
Subject  to the  terms  (including  any  limitations  and  restrictions)  of any
applicable  software or hardware licensing  agreement then in effect between the
Service Provider and any licensor,  the Service Provider shall, upon termination
of this Agreement, grant to the Company a perpetual license, without payment of

<PAGE>

     any fee, in any electronic  data processing  software  developed or used by
the Service Provider in connection with the Services provided to the Company, if
such software is not commercially  available and is necessary,  in the Company's
reasonable  judgment,  for the Company to perform the functions  provided by the
Service Provider hereunder after termination of this Agreement.

     (c) The parties agree that all documents,  reports,  records,  books, files
and other  materials  relative to the Services  performed  for the Company under
this Agreement shall be the sole property of the Company.  The Service  Provider
shall keep and  maintain or cause to be kept and  maintained  full and  complete
documentation  and  records  related  to the  Services  provided  including  the
accounting necessary to support charges for Services. The Service Provider shall
maintain custody of said documentation and records and shall make them available
to the Company  and the  appropriate  insurance  regulator  of the Company  upon
request.

     2. Charges for Services.

     (a) It is the  intention  of the parties  that the charges for the Services
provided  under  this  Agreement  be  determined  in  accordance  with  fair and
reasonable  standards  and that no party  realize a profit nor incur a loss as a
result of the Services rendered pursuant to this Agreement.

     (b) The Company  agrees to  reimburse  the Service  Provider for all direct
costs  incurred on behalf of the Company and for all indirect costs which may be
charged to the Company as follows:

          (i) "Direct Costs" include costs incurred by the Service  Provider for
     Services  provided  directly to the Company,  including but not limited to:
     (a) All costs  incident to any  employee or  employees  who are employed in
     rendering  Services to the  Company,  such as salary,  payroll  taxes,  and
     benefits  and (b) the  cost of  other  reasonable  and  necessary  business
     expenses  incurred by employees  who are employed in rendering  Services to
     the Company  such as training,  travel and  lodging.  Direct Costs shall be
     charged in accordance with reasonable  functional cost studies and/or other
     information  and  methodologies  used by the Service  Provider for internal
     cost distribution including,  where appropriate,  an analysis of time spent
     by each employee providing Services to the Company and/or the percentage of
     administrative  systems utilized.  Data for this analysis will be collected
     through tracking of unit costs of Services,  through time studies conducted
     periodically,  or through other methods consistent with customary insurance
     accounting  practices   consistently  applied.   Annually,  the  bases  for
     determining direct costs shall be modified and adjusted by mutual agreement
     of the Service Provider and the Company, where necessary or appropriate, to
     fairly and  equitably  reflect  the actual  cost  incurred  by the  Service
     Provider on behalf of the Company.

          (ii)"Indirect  Costs"  include all other costs incurred by the Service
     Provider in rendering Services to the Company, including but not limited to
     the  cost  of rent or  depreciation  of  office  space,  utilities,  office
     equipment, and supplies utilized by employees who are employed in rendering
     Services  to the  Company.  Indirect  costs shall be charged to the Company
     based on the  proportion  of total direct costs  chargeable  to the Company
     under subparagraph (i), herein. In other words, if the direct costs

<PAGE>

          chargeable  to the Company  represents  20% of the Service  Provider's
     total direct costs, then 20% of the Service Provider's  indirect costs will
     be charged to the Company.

     (c) The charges for Direct Costs and Indirect Costs referred to above shall
be made by the Service  Provider on a monthly or quarterly  basis as appropriate
for the particular  Service.  Charges paid by any party to the Service  Provider
may be net of charges  for Direct and  Indirect  Costs  charged by such party as
Service Provider to the other party.

     (d) In the event the Service  Provider or the Company should  discover upon
review of its  accounting by its internal  auditors,  independent  auditor,  any
state insurance  department,  or other regulatory agency, that an amount charged
for Services provided  hereunder was erroneous,  the party discovering the error
will  give  prompt  notice  of such  error  to the  affected  party  under  this
Agreement.  Such notice shall contain a  description  of the  accounting  error,
corrective action and supporting documentation. Any amounts owing as a result of
the correction shall be paid within sixty (60) days after notice has been given.

     (e) The Company stall have the right to inspect and audit,  upon reasonable
notice to the Service  Provider,  all books and records of the Service  Provider
related to the  provision  of the  Services so as to verify the  accuracy of all
expenses reimbursed under this Agreement.

     3. Term.

     This  Agreement  shall be effective on the first day of January,  2001, and
shall  end  on  the  31st  day  of  December,  2001.  This  Agreement  shall  be
automatically  renewed on the first day of each calendar year  thereafter  for a
twelve-month  period  under  the  same  terms  and  conditions,  subject  to the
provisions for termination set forth herein.

     4. Termination.

     This Agreement may be terminated by the Service  Provider or by the Company
by providing  thirty (30) days' written  notice to that effect  addressed to the
other party. Any Services  provided  following the effective date of termination
which, by their nature,  continue after  termination shall be provided under the
same terms and conditions which prevailed at the time of such notice.

     5. Standard of Service.

     The  Service  Provider  shall  perform  the  Services  in a  competent  and
professional  manner  according to standards agreed upon by the Service Provider
and the Company. The Service Provider agrees that it will exercise due diligence
to abide by and comply with all laws, statutes, rules,  regulations,  and orders
of any  governmental  authority in the  performance  of its Services  under this
Agreement.  The  Service  Provider  will  conduct its  business  and perform its
obligations  in a manner  which  will  not  cause  the  possible  revocation  or
suspension of the Company's  Certificate(s) of Authority or cause the Company to
sustain  any  fines,  penalties,  or other  disciplinary  action  of any  nature
whatsoever.

<PAGE>

     6. Limitation of Authority.

     The  Company  shall  retain  ultimate  control and  responsibility  for all
Services that it has delegated to the Service Provider under this Agreement.  In
no event shall the Services  involve  control of the  management of the business
and  affairs  of the  Company.  The  Service  Provider  shall  provide  Services
hereunder as an independent contractor,  and shall act hereunder so as to assure
the separate operating identity of the Company.  While rendering Services to the
Company  pursuant to this  Agreement,  the Service  Provider,  its  officers and
employees  shall not at any time or for any purpose be considered  agents of the
Company  unless  otherwise  expressly  agreed  to  by  the  parties.   Under  no
circumstances  shall the Services  provided pursuant to this Agreement be deemed
to be those of a third  party  administrator  pursuant to any  applicable  state
statutes.

     7. Indemnification.

     (a) The Company  hereby agrees to  indemnify,  defend and hold harmless the
Service Provider,  its officers,  directors and employees,  from and against any
and all  claims,  demands,  losses,  liabilities,  actions,  lawsuits  and other
proceedings, judgements and awards, and costs and expenses (including reasonable
attorneys' fees), arising directly or indirectly, in whole or in part out of any
action taken by the Service Provider within the scope of its duties or authority
hereunder, excluding only such of the foregoing as result from the negligence or
willful acts or  omissions of the Service  Provider,  its  officers,  directors,
agents and employees.  The provisions of this section shall survive  termination
of this Agreement.

     (b) The  Service  Provider  hereby  agrees to  indemnify,  defend  and hold
harmless the Company and its officers,  directors and employees from and against
any and all claims,  demands,  losses,  liabilities,  action, lawsuits and other
proceedings,  judgments and awards, fines and penalties,  and costs and expenses
(including reasonable attorneys' fees), arising directly or indirectly, in whole
or in part,  out of the negligence or any willful act or omission of the Service
Provider  or of  any  of  its  officers,  directors,  agents  or  employees,  in
connection  with this  Agreement or the  performance  of the Service  Provider's
Services  hereunder,  or out of any action taken by the Service  Provider beyond
the  scope  of  the  Service  Provider's  duties  or  authority  hereunder.  The
provisions of this section shall survive termination of this Agreement.

     8. Notices.

     All notices,  requests, and communications required or permitted under this
Agreement  shall be in writing and deemed given when addressed to the applicable
address set forth in Exhibit B attached  hereto and (i)  delivered by hand to an
officer of the other party,  (ii) deposited  with the U.S.  Postal  Service,  as
first-class  certified or registered mail,  postage prepaid,  or (iii) deposited
with an overnight  courier.  Any notice of a change of address shall be given in
the same manner.

<PAGE>

     9. Cooperation.

     Each party to this Agreement shall cooperate with the other party, and with
appropriate  governmental  authorities  (including,   without  limitation,   the
Securities  and Exchange  Commission,  the National  Association  of  Securities
Dealers  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.

     10. Arbitration.

     Any controversy or claim arising out of or relating to this  Agreement,  or
the breach thereof, shall be settled by arbitration in accordance with the Rules
of the  American  Arbitration  Association,  and  judgment  upon the award maybe
entered in any Court having jurisdiction thereof.

     11. Waiver.

     No waiver of any  provision  of this  Agreement  shall be deemed,  or shall
constitute, waiver of any other provision, whether or not similar, nor shall any
waiver  constitute  a  continuing  waiver.  No waiver  shall be  binding  unless
executed  in writing by the party  making  the  waiver.  Failure of any party to
exercise or delay in exercising  any right or power granted under this Agreement
shall not operate as a waiver of any such right or power.

     12. Miscellaneous.

     This  Agreement  may not be  assigned  by either  party  without  the prior
written  consent  of the other  party.  This  Agreement  constitutes  the entire
agreement of the parties hereto. This Agreement may be amended only by a written
instrument executed by both parties. If any portion of this Agreement is invalid
under any  applicable  statute or rule of law, it shall not affect the remainder
of this Agreement which shall remain valid and binding.  This Agreement shall be
binding  on the  parties,  their  legal  representatives  and  successors.  This
Agreement  shall be construed in accordance with and governed by the laws of the
State of Georgia,  state in which the Services are provided,  without  regard to
principles of conflict of laws.

     13. Counterparts.

     This  Agreement  may be executed in  separate  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.



<PAGE>



     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed as of the date first above written.


                                   ING North America Insurance Corporation, Inc.


                                   By:    /s/ Robert C. Salipante
                                          --------------------------------------
                                   Name:  Robert C. Salipante
                                   Title: General Manager and
                                          CEO, US Retail Financial Services


                                   Golden American Life Insurance Company


                                   By:    /s/ Chris D. Schreier
                                          --------------------------------------
                                   Name:  Chris D. Schreier
                                   Title: President

<PAGE>

                                LIST OF EXHIBITS


A-1  Underwriting and New Business Processing Services

A-2  Licensing and Contracting Services

A-3  Policyowner and Claims Processing Services

A-4  Actuarial Services

A-5  Information Services

A-6  Legal, Risk Management and Compliance Services

A-7  Human Resource Services

A-8  Marketing and Sales Promotion Services

A-9  Tax Services

A-10 Reinsurance Management and Administration Services

A-11 Management Services

A-12 Printing, Record, File, Mail and Supply Services

B    Addresses for Notices

<PAGE>


                                   Exhibit A-1

                Underwriting and New Business Processing Services


Services related to underwriting and new business processes  including,  but not
limited to:

     1.   Underwriting and risk consulting services.

     2.   Analysis of underwriting standards.

     3.   Assistance and advice in the  development of appropriate  underwriting
          standards in accordance with all laws and regulations of the Company's
          state.

     4.   Perform underwriting in accordance with Company guidelines.

     5.   Provide medical and/or technical support and advice to underwriting.

     6.   Approve for issue all applications which meet underwriting criteria.

     7.   Process all approved  applications  and issue and deliver  policies to
          policyholders.

     8.   Financial and other reporting in connection with  underwriting and new
          business processing.

<PAGE>


                                   Exhibit A-2

                       Licensing and Contracting Services


Services  related to  producer  licensing  and  contracting  including,  but not
limited to:

     1.   Assist with pre-appointment investigations of producers.

     2.   Administer producer licenses,  contracts and producer compensation and
          maintain a computer database for license and contract status.

<PAGE>


                                   Exhibit A-3

                   Policyowner and Claims Processing Services


Services related to policyowner and claims processing including, but not limited
to:

     1.   Bill policyholders.

     2.   Collect premiums.

     3.   Respond to customer inquiries by phone or letter.

     4.   Administer policy changes.

     5.   Administration and support for claims.

     6.   Process claims and/or render legal,  medical or technical  support and
          advice relating to the processing, settlement and payment of claims.

     7.   Surrender, lapse and maturity processing.

     8.   Distribute benefits.

     9.   Financial  and other  reporting in  connection  with  policyowner  and
          processing services.


<PAGE>


                                   Exhibit A-4

                               Actuarial Services


Actuarial related services including but not limited to:

     1.   Actuarial  consulting  services,  including  clerical,  technical  and
          product actuarial support and product development support.

     2.   Prepare  actuarial  reports,  opinions and  memoranda  and assist with
          asset/liability management and cash flow testing.

     3.   Conduct product experience studies.

     4.   Prepare reserve calculations and valuations.

     5.   Develop new products.

     6.   Evaluate product performance versus expectations.

     7.   Financial and other reporting in connection with actuarial services.



<PAGE>


                                   Exhibit A-5

                              Information Services


Services related to information management including, but not limited to:

     1.   Professional, technical, supervisory, programming and clerical support
          for information services.

     2.   Informational   and  computer   services  may  be  in  the  nature  of
          applications  and programming  support,  enhancing  existing  systems,
          helping to install new systems.

     3.   Develop data processing systems strategy.

     4.   Implement systems strategy.

     5.   Program computers.

     6.   Provide data center  services,  including  maintenance  and support of
          mainframe and distribution process hardware and software.

     7.   Standard  systems  for  product   administration,   accounts  payable,
          accounting  and financial  reporting,  human  resource  management and
          inventory control.

     8.   Manage data and voice communications systems.

     9.   Manage local area networks and other desktop software and systems.

     10.  Provide  data  security  and  maintain   effective  disaster  recovery
          program.

     11.  Purchase hardware, software and supplies.

     Subject to the terms  (including any limitations and  restrictions)  of any
applicable  software  or hardware  licensing  agreement  then in effect  between
Service Provider and any licensor,  Service Provider shall,  upon termination of
this  Agreement,  grant to Company a perpetual  license,  without payment of any
fee, in any electronic data processing software developed or used by the Service
Provider in connection  with the Services  provided to the Company  hereunder if
such software is not commercially  available and is necessary,  in the Company's
reasonable  judgment,  for the Company to perform  subsequent to termination the
functions provided by the Service Provider hereunder.



<PAGE>



                                   Exhibit A-6

                 Legal, Risk Management and Compliance Services


Services  related to legal,  risk management and compliance  including,  but not
limited to:

     1.   Provide counsel, advice and assistance in any matter of law, corporate
          governance  and  governmental   relations,   including   advisory  and
          consulting  services,  in connection with the maintenance of corporate
          existence,  licenses, dealing with regulatory agencies, development of
          products,   contracts   and  legal   documents,   product   approvals,
          registration and filing of insurance and securities products, handling
          of claims and matters involving legal controversy, assist with dispute
          resolution,  select,  retain and manage  outside  counsel  and provide
          other legal services as reasonably required or requested.

     2.   Provide   assistance  in  any  matter  relating  to  risk  management,
          including  procurement  of fidelity  bond  insurance,  blanket  bonds,
          general liability insurance, property damage insurance, directors' and
          officers' liability  insurance,  workers  compensation,  and any other
          insurance purchased by the Company.

     3.   Assist in the development  and  maintenance of a corporate  compliance
          program  and a state  insurance  fraud  reporting  program.  Assist in
          maintaining  appropriate  records and systems in  connection  with the
          Company's compliance obligations under application state law.

     4.   Provide assistance with internal audit including review of operational
          procedures, performance of compliance tests, and assist to independent
          auditors.



                                   Exhibit A-7

                             Human Resource Services


Services related to human resource management including, but not limited to:

     1.   Personnel recruiting and support services.

     2.   Design and implementation of human resources training.

     3.   Compensation studies and benefits consulting.

     4.   Support employee communications.

     5.   Payroll services.

     6.   Benefits compensation and design and administration.

     7.   Employee relations.


<PAGE>



                                   Exhibit A-8

                     Marketing and Sales Promotion Services


Services related to marketing and sales promotion including, but not limited to:

     1.   Prepare sales promotional  items,  advertising  materials and artwork,
          design,  text and articles relevant to such work,  including clerical,
          technical and supervisory support and related communications.

     2.   Support general communications with producers.

     3.   Conduct formal insurance market research.

     4.   Develop sales illustrations,  advertising materials,  and software for
          products, in compliance with state laws.

     5.   Design and implement training programs, including product and industry
          developments and legal compliance.

     6.   Distribute to employees and/or agents underwriting  guidelines for the
          products, where applicable.

     7.   Analyze and develop  compensation and benefit plans for general agents
          and agents.

     8.   Plan and support of producer conferences.



<PAGE>



                                   Exhibit A-9

                                  Tax Services


Services related to tax including, but not limited to:

     1.   Maintenance of tax  compliance,  including tax return  preparation and
          review of financial statement tax provisions.

     2.   Management of tax and audit appeals,  including processing information
          requests,  protest  preparation,  and  participation  in  any  appeals
          conference.

     3.   Direction  of  tax  research  and  planning,   including  research  of
          compliance  issues for consistency,  development of tax strategies and
          working with new legislative proposals.

     4.   Administration  of tax  liens,  levies  and  garnishment  of  wages of
          Company employees and agents



<PAGE>



                                  Exhibit A-10

               Reinsurance Management and Administration Services


Services related to reinsurance management and administration including, but not
limited to:

     1.   Advise with respect to reinsurance retention limits.

     2.   Advice  and  support  with  respect  to   negotiation  of  reinsurance
          treaties.

     3.   Advice  and  support  with  respect  to the  management  of  reinsurer
          relationships.



<PAGE>



                                  Exhibit A-11

                               Management Services


Services related to general management including, but not limited to:

     1.   Consultative  and advisory  services to the Company's senior executive
          officers and staff with respect to conduct of the  Company's  business
          operations  and the execution of  directives  and  resolutions  of the
          Company's  Board of Directors  pertaining to business  operations  and
          functions,  including  provision of personnel to serve as officers and
          directors of Company.

     2.   Consultation  and  participation in the Company's  strategic  planning
          process;  the development of business goals,  objectives and policies;
          the development of operational,  administrative  and quality programs;
          preparation of financial and other reports;  and the  coordination  of
          such processes, goals, objectives, policies and programs with those of
          the holding company.

     3.   Advice and  assistance  with respect to  maintenance  of the Company's
          capital and surplus,  the development and  implementation of financing
          strategies  and plans and the  production  of  financial  reports  and
          records.

     4.   Representation  of the Company's  interests at government  affairs and
          industry  meetings;  participation  in the deliberation and affairs of
          trade  associations  and  promotion  of  the  Company's  products  and
          relationships with the public.

     5.   Consultative,  advisory and  administrative  services to the Company's
          senior  executive  officers  and  staff  in  respect  to  development,
          implementation  and  administration  of human  resource  programs  and
          policies,  the delivery of communications and information to employees
          regarding   enterprise   plans,   objectives  and  results;   and  the
          maintenance   of   employee   relations,   morale  and   developmental
          opportunities.

     6.   Direction  and  performance  of internal  audits and  arrangement  for
          independent evaluation of business processes and internal control.



<PAGE>



                                  Exhibit A-12

                Printing, Record, File, Mail and Supply Services


Services related to printing,  records, files, mail and supplies including,  but
not limited to:

     Printing,  record,  file, mail and supply services  including,  maintaining
     policy files;  document  control;  production and  distribution of standard
     forms,  stationary,  business  cards and  other  material;  arrangement  of
     warehouse storage space; supply fulfillment; mail processing,  delivery and
     shipping;  participation in purchasing agreements; retrieval and production
     of documents for regulatory  examinations  and litigation;  and development
     and administration of record retention programs.


<PAGE>



                                    Exhibit B


                    ING North America  Insurance Corporation,  Inc.
                    5780 Powers Ferry Road Atlanta,
                    Georgia 30327

                    Golden American Life Insurance Company
                    1209 Orange Street
                    Wilmington, DE 19801

<PAGE>

                                                                 EXHIBIT 10.A(i)

                              TAX SHARING AGREEMENT


     THIS  AGREEMENT is entered  into by and between  Equitable  Life  Insurance
Company of Iowa  ("EQUITABLE"),  USG Annuity & Life Company ("USG"),  and Golden
American Life Insurance Company  ("Golden")(USG and Golden referred to herein as
"the Subsidiary").

                                   WITNESSETH:

     WHEREAS,  EQUITABLE and the Subsidiary are members of an affiliated  group,
as that term is defined in Section 1504 of the Internal Revenue Code of 1986, as
amended (the "Code"),  which expects to file a  consolidated  federal income tax
return  for each  taxable  year  during  which  the  Subsidiary  are  includible
corporations qualified to so file; and

     WHEREAS,  it is desirable  for the  Subsidiary  and EQUITABLE to enter into
this  Tax  Sharing  Agreement   ("Agreement")  to  provide  for  the  manner  of
computation  of the  amounts  and  timing of  payments  with  regard  thereto by
EQUITABLE to the  Subsidiary  and by the  Subsidiary to  EQUITABLE,  and various
related matters;

     NOW, THEREFORE,  in consideration of the agreements contained herein and of
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:

     1. AMOUNT OF PAYMENTS

          a.  General - For each taxable  year during  which the  Subsidiary  is
     included in a consolidated  federal income tax return with  EQUITABLE,  the
     Subsidiary  will pay to EQUITABLE  an amount  equal to the regular  federal
     income tax liability (including any interest, penalties and other additions
     to tax)  that the  Subsidiary  would pay on its  taxable  income if it were
     filing a separate,  unconsolidated return, provided that (i) Tax Assets (as
     defined  herein) will be treated in accordance  with subsection (b) of this
     section, (ii) intercompany  transactions will be treated in accordance with
     income tax regulations governing intercompany  transactions in consolidated
     returns and subject to any  election  which may be made by  EQUITABLE  with
     regard  thereto;  (iii) the  Subsidiary's  payment will be increased to the
     extent  that  the  Subsidiary  generates  Other  Taxes,  as  determined  in
     accordance with subsection (d) of this section;  (iv) such computation will
     be made as though the highest rate of tax  specified in  subsection  (b) of
     Section 11 of the Code were the only rate set forth in that subsection, and
     (v) such computation shall reflect the positions,  elections and accounting
     methods used by EQUITABLE in preparing the consolidated  federal income tax
     return for EQUITABLE and the Subsidiary.



<PAGE>



          b. Tax Assets - "Tax Asset"  shall mean any net  operating  loss,  net
     capital  loss,  investment  tax  credit,  foreign  tax  credit,  charitable
     deduction,  dividends received deduction or any other deduction,  credit or
     tax attribute  which could reduce  taxes.  Except as provided in subsection
     (c) of this section,  for each taxable year during which the  Subsidiary is
     included  in a  consolidated  federal  income  tax return  with  EQUITABLE,
     EQUITABLE  will pay to the Subsidiary an amount equal to the tax benefit of
     the  Subsidiary's  Tax Assets  generated in such year. The valuation of the
     tax benefit  attributable to the  Subsidiary's  Tax Assets shall be made by
     EQUITABLE,  and shall be  determined  without  regard to  whether  such Tax
     Assets are actually  utilized in the reduction of the consolidated  federal
     income tax liability for any consolidated taxable year.

          c. Separate Return Years - To the extent any portion of a Tax Asset of
     the affiliated group is carried back to a pre-consolidation separate return
     year of the Subsidiary (whether by operation of law or at the discretion of
     EQUITABLE) the  Subsidiary  shall not be entitled to payment from EQUITABLE
     with  respect  thereto.  This  shall  be the case  whether  or not that the
     Subsidiary actually receives payment for the benefit of such Tax Asset from
     the  Internal  Revenue  Service  ("IRS")  or from  the  parent  of a former
     affiliated group.

          d. Other Taxes - For any taxable  year in which the  affiliated  group
     incurs  taxes  (other  than  the  alternative  minimum  tax)  such  as  ITC
     recapture,  environmental  tax, etc.  ("Other  Taxes"),  such taxes, to the
     extent directly  allocable to particular  members of the affiliated  group,
     will be paid by such  members.  To the extent  such taxes are not  directly
     allocable to particular members of the affiliated group, such taxes will be
     paid by EQUITABLE and/or the Subsidiary  producing the attributes that give
     rise to such taxes,  in the  proportion  that such  attributes  bear to the
     total amount of such attributes.

          e.  Alternative  minimum tax  ("AMT")  and Related  minimum tax credit
     ("MTC")- For any taxable year in which the  affiliated  group incurs an AMT
     or utilizes a MTC, the Subsidiary  producing the attributes  that give rise
     to the AMT or MTC shall pay to, or receive from,  EQUITABLE such AMT or MTC
     amount respectively.  The calculation of the AMT or MTC shall be subject to
     a  methodology  determined by EQUITABLE in its sole  discretion,  provided,
     however,  that any method adopted by EQUITABLE shall not be changed without
     prior  notification  to the  Subsidiary.  Any payments  required under this
     subsection  are  in  addition  to  payments  required  under  the  previous
     subsections.

          f. Unless specifically approved in writing, all payments made pursuant
     to this Agreement by the Subsidiary  shall be made by the  Subsidiary,  and
     not by any other company or business unit on behalf of the Subsidiary.



<PAGE>



     2. INSTALLMENT PAYMENTS

          a.  Determination  and Timing - During and following a taxable year in
     which the  Subsidiary  is included  in a  consolidated  federal  income tax
     return  with  EQUITABLE,  it  shall  pay  to  EQUITABLE,  or  receive  from
     EQUITABLE,  as  the  case  may  be,  installment  payments  of  the  amount
     determined  pursuant to section 1 of this  Agreement.  Payments  shall take
     place on the  dates,  on the bases of  calculations,  and in  amounts  that
     produce cumulative installments, as follows:

<TABLE>

<S>                            <C>                                           <C>

DATE                           BASIS OF CALCULATION                          CUMULATIVE INSTALLMENT
April 15                       Prior year annual financial statement         25% of tax liability as determined in prior
                                                                             year financial statements results updated for
                                                                             known adjustments

June 15                        March 31 three month financial statement      50% of tax liability as determined by current
                                                                             financial statement annualized results

September 15                   June 30 six month financial statement         75% of tax liability as determined by current
                                                                             financial statement annualized results

December 15                    September 30 nine month financial             100% of tax liability as determined by
                               statement                                     current financial statement annualized results

March 15                       Year-end annual financial statement           100% of tax liability as determined by actual
                                                                             financial statements results for prior year
                                                                             updated for known adjustments

Not earlier than September     Final tax return                              100% of tax liability for prior year
15 of the following year

</TABLE>

          The due dates,  basis of calculation and cumulative  installments  set
     forth above and made during a taxable  year are intended to  correspond  to
     the applicable percentages as set forth in Section 6655(e)(2)(B)(ii) of the
     Code.  Should the Code be amended  to alter such  provisions,  it is hereby
     agreed  by  the  parties  to  this  Agreement  that  the  provisions   will
     correspondingly  change.  EQUITABLE may revise the schedule of  installment
     payments  set forth in this  paragraph,  and may provide for annual  rather
     than  quarterly  payments in cases  where  amounts due fall below a certain
     threshold, although any such change shall be prospective and shall not take
     effect prior to written notice to the Subsidiary.

          b.  Estimated  Taxes and Other Amounts - EQUITABLE  shall pay required
     installments of federal  estimated taxes pursuant to Code section 6655, and
     such other amounts with respect to taxes shown on the  consolidated  return
     for the taxable year pursuant to any other applicable provision of the Code
     ("tax  payment"),  to the IRS on  behalf  of  itself  and each  Subsidiary.
     EQUITABLE  shall have the sole right to  determine  the amount of each such
     tax payment with respect to the  affiliated  group's tax  liability for the
     taxable year.

<PAGE>

          c.  Additional  Payments by  Subsidiary - Should the amount of any tax
     payment made by EQUITABLE  under this section exceed the sum of installment
     payments made by the  Subsidiary  for any  corresponding  installment  date
     pursuant  to  section  2 of this  Agreement,  EQUITABLE  may,  in its  sole
     discretion,  determine such  Subsidiary's fair and reasonable share of that
     excess,  and notify such  Subsidiary  thereof and such amount shall be paid
     over to EQUITABLE  within 15 business days of the date of  notification  by
     EQUITABLE.  Should EQUITABLE make any tax payment to the IRS on a date that
     does not  correspond to the  installment  dates  pursuant to section 2, the
     Subsidiary  will pay over to EQUITABLE an amount which EQUITABLE may in its
     sole discretion, determine to be due from the Subsidiary.

          d. Penalty in Addition to Tax - If a penalty or an addition to tax for
     underpayment  of estimated  taxes is imposed on the  affiliated  group with
     respect  to any  required  installment  under  section  6655  of the  Code,
     EQUITABLE  shall,  in its sole  discretion,  determine  the  amount  of the
     Subsidiary's  share of such penalty or addition to tax,  which amount shall
     be  paid  over  to  EQUITABLE  within  15  business  days  of the  date  of
     notification by EQUITABLE.

     3. ADJUSTED  RETURNS - If any  adjustments  are made to the income,  gains,
losses,  deductions or credits of the affiliated group for a taxable year during
which the Subsidiary is a member,  whether by reason of the filing of an amended
return,  or a claim for refund with  respect to such taxable  year,  or an audit
with  respect  to such  taxable  year by the IRS,  the  amounts  due under  this
Agreement  for such  taxable year shall be  redetermined  by taking into account
such adjustments. If, as a result of such redetermination, any amounts due under
this Agreement shall differ from the amounts  previously paid,  then,  except as
provided in section 6 hereof,  payment of such  difference  shall be made by the
Subsidiary to EQUITABLE or by EQUITABLE to the  Subsidiary,  as the case may be,
(a) in the case of an adjustment resulting in a refund or credit, not later than
thirty  (30) days after the date on which such  refund is  received or credit is
allowed  with  respect to such  adjustment  or (b) in the case of an  adjustment
resulting  in the  assertion  of a  deficiency,  not later than thirty (30) days
after the Subsidiary is notified of the deficiency. Any amounts due to or from a
Subsidiary under this section shall be determined with respect to such refund or
deficiency  and any penalties,  interest or other  additions to tax which may be
imposed.  EQUITABLE  shall  indemnify  the  Subsidiary in the event the Internal
Revenue Service levies upon the  Subsidiary's  assets for unpaid taxes in excess
of  the  amount  required  to  be  paid  by  the  Subsidiary  in  relation  to a
consolidated federal income tax return filed pursuant to this Agreement.

     4. PROCEDURAL  MATTERS - EQUITABLE shall prepare and file the  consolidated
federal  income  tax  return  and any other  returns,  documents  or  statements
required  to be filed  with the IRS with  respect  to the  determination  of the
federal income tax liability of the affiliated  group.  In its sole  discretion,
EQUITABLE shall have the right with respect to any  consolidated  federal income
tax returns which it has filed or will file,  (a) to determine (i) the manner in
which  such  returns,  documents  or  statements  shall be  prepared  and filed,
including,  without  limitation,  the manner in which any item of income,  gain,

<PAGE>

loss, deduction or credit shall be reported,  (ii) whether any extensions may be
requested and (iii) the elections  that will be made by the  Subsidiary,  (b) to
contest, compromise or settle any adjustment or deficiency proposed, asserted or
assessed  as a result  of any  audit of such  returns  by the IRS,  (c) to file,
prosecute,  compromise  or  settle  any claim for  refund  and (d) to  determine
whether any refunds to which the affiliated  group may be entitled shall be paid
by way of refund or credited against the tax liability of the affiliated  group.
Each  Subsidiary  hereby  irrevocably   appoints  EQUITABLE  as  its  agent  and
attorney-in-fact  to take such action  (including the execution of documents) as
EQUITABLE may deem appropriate to effect the foregoing.

     5. ADDITIONAL MEMBERS - If future  subsidiaries are acquired or created and
they participate in the consolidated  federal income tax filing, such subsidiary
shall join in and be bound by this  Agreement.  This  section will also apply to
subsidiaries  that are not eligible  immediately to join the  affiliated  group,
when they become eligible to join the affiliated group.

     6. COMPANIES  LEAVING  EQUITABLE GROUP - Except as specifically  treated to
the contrary  herein,  the Subsidiary  shall be treated as having withdrawn from
this  Agreement  when the  Subsidiary  ceases to be a member  of the  affiliated
group, or upon signing a letter of intent or a definitive  agreement to sell the
Subsidiary.  Notwithstanding  any provision to the contrary in section 2 hereof,
amounts payable to or receivable from EQUITABLE shall be recomputed with respect
to the Subsidiary, including an estimate of the remaining taxes actually payable
or  receivable  upon the filing of the  consolidated  tax return for the year of
withdrawal,  as of the last day the  Subsidiary  is a member  of the  affiliated
group.  Any  amounts  so  computed  as due to or  from  EQUITABLE  to or from an
existing  Subsidiary  shall be paid prior to its  leaving  the group,  provided,
however,  that any deficiency or excess of taxes  determined on the basis of the
tax  return  filed  for the year of  withdrawal,  and paid to or from  EQUITABLE
related to the tax  liability of the  Subsidiary  for the portion of the year of
withdrawal during which it had been a member of the affiliated  group,  shall be
settled not later than November 15 of the year following the year of the date of
withdrawal, in accordance with section 2 of this Agreement.

     The extent to which  EQUITABLE or such  Subsidiary is entitled to any other
payments as a result of adjustments, as provided in section 3 hereof, determined
after the  Subsidiary  has left the  affiliated  group but affecting any taxable
year during which this Agreement was in effect with respect to EQUITABLE and the
Subsidiary,  shall be  provided  for  pursuant to a separate  written  agreement
between  EQUITABLE and the  Subsidiary,  or its new owner,  or in the absence of
such  agreement,  pursuant to the  provision  of section 3 hereof.  Tax benefits
arising from the Tax Assets of the  Subsidiary  carried back to tax years during
which the Subsidiary was a member of the affiliated  group shall not be refunded
to the  Subsidiary,  unless  specifically  provided  for  pursuant to a separate
written agreement between EQUITABLE and the Subsidiary, or its new owner.

     In the  case of any  Tax  Asset  of the  Subsidiary  (i)  that  arose  in a
consolidated  taxable year during which it was a member of the affiliated group,
(ii) for which the Subsidiary was paid by EQUITABLE  pursuant to Section 1(b) of
this  Agreement,  and (iii) which has not been  utilized in the reduction of the
consolidated  federal  income  tax  liability  of the  affiliated  group for any

<PAGE>

consolidated  taxable  period  ending on or before the date that the  Subsidiary
leaves the group,  the Subsidiary  shall repay to EQUITABLE prior to the time it
leaves the group the amount of the tax benefit previously  received with respect
to the Tax Asset.

     7. BOOKS AND RECORDS - The books, accounts and records of EQUITABLE and the
Subsidiary  shall be  maintained  so as to provide  clearly and  accurately  the
information  required  for  the  operation  of this  Agreement.  Notwithstanding
termination  of this  Agreement,  all materials  including,  but not limited to,
returns,  supporting schedules,  workpapers,  correspondence and other documents
relating to the  consolidated  federal income tax return shall be made available
to EQUITABLE and/or the Subsidiary  during regular business hours.  Records will
be retained by EQUITABLE  and by the  Subsidiary,  in a manner  satisfactory  to
EQUITABLE,  adequate to comply with any audit request by the IRS or  appropriate
State taxing  authority,  and, in any event to comply with any record  retention
agreement  entered  into  by  EQUITABLE  or  the  Subsidiary  with  such  taxing
authority.

     8.  EARNINGS AND PROFITS - The  earnings  and profits of EQUITABLE  and the
Subsidiary  shall be  determined  during the period in which they are members of
the  affiliated  group  filing a  consolidated  tax  return  by  allocating  the
consolidated   tax   liability  in  accordance   with  Income  Tax   Regulations
ss.ss.1.1552-1(a)(2) and 1.1502-33(d)(3).

     9.  ESCROW  AGREEMENTS  - The  parties  hereto  agree  that,  to the extent
required by  applicable  law,  they shall  enter into and file with  appropriate
jurisdictions  any escrow  agreements or similar  contractual  arrangements with
respect to the taxes  covered by this  Agreement.  The terms of such  agreements
shall, to the extent set forth therein, and with respect to the parties thereto,
prevail over the terms of this Agreement.

     10.  TERMINATION - This Agreement  shall be terminated if EQUITABLE and the
Subsidiary agree in writing to such termination or if the affiliated group fails
to file a consolidated federal income tax return for any taxable year.

     11.  ADMINISTRATION  - This  Agreement  shall be  administered  by the Vice
President of Taxes of EQUITABLE or, in his/her absence,  by any other officer of
EQUITABLE  so  designated  by the  Controller  of  EQUITABLE.  Disputes  between
EQUITABLE and the Subsidiary shall be resolved by the Vice President of Taxes of
EQUITABLE or other designated  officer and the senior financial  officer of each
Subsidiary involved in the dispute.

     12. PERIOD COVERED - This Agreement shall be effective with respect to each
party  thereto  upon  signing by such party,  and shall  supersede  all previous
agreements  between  EQUITABLE  and any  Subsidiary  with respect to the matters
contained  herein and such previous  agreement  shall thereupon  terminate.  The
Agreement shall apply to the taxable year 2001, to all prior taxable years which
are open to  adjustments  as  provided  in  section 3 hereof  (to the extent not
subject to any separate tax sharing  agreement)  and to all  subsequent  periods
unless and until amended or terminated, as provided in section 10 hereof.


<PAGE>



     IN WITNESS  WHEREOF,  the  parties  hereto have  executed  this Tax Sharing
Agreement.




     Equitable Life Insurance                   By     /s/ Paula Cludray-Engelke
     Company of Iowa                                   -------------------------
                                                Title: Secretary



     USG Annuity & Life Company                 By     /s/ Paula Cludray-Engelke
                                                       -------------------------
                                                Title: Secretary


     Golden American Life                       By     /s/ Paula Cludray-Engelke
     Insurance Company                                 -------------------------
                                                Title: Secretary


<PAGE>

                                                                 EXHIBIT 10.A(j)



                              TAX SHARING AGREEMENT


     THIS  AGREEMENT  is  entered  into by and  between  ING  AMERICA  INSURANCE
HOLDINGS,   INC.  ("ING")  and  each  of  its  undersigned   subsidiaries   (the
"Subsidiaries", or in the singular "Subsidiary").

                                   WITNESSETH:


     WHEREAS,  ING and/or some or all of the Subsidiaries may join in the filing
of a state or local tax return on a consolidated, combined or unitary basis; and

     WHEREAS,  it is desirable for the  Subsidiaries  and ING to enter into this
Tax Sharing Agreement  ("Agreement") to provide for the manner of computation of
the amounts and timing of payments among them, and various related matters;

     NOW, THEREFORE,  in consideration of the agreements contained herein and of
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:

     1.   Applicability

          The parties intend that the  provisions of this Agreement  shall apply
          to situations in which a state or local franchise, income tax or other
          tax return  based on, or  measured  by,  net  income  ("state or local
          income tax  return") is filed on behalf of more than one party to this
          Agreement on a consolidated,  combined, or unitary basis (each company
          participating  in such a return  is  referred  to  herein  as a "Group
          Member").  ING  is  hereby  authorized  to  determine,   in  its  sole
          discretion,  whether any of the  Subsidiaries  will be included in the
          filing of a consolidated,  combined,  or unitary state or local income
          tax  return,   or  whether  any  Subsidiary   will  file  a  separate,
          stand-alone  state or local  income tax  return,  in states  where the
          choice is available.

     2.   Allocation of Liability

          For each taxable year during which a consolidated, combined or unitary
          state or local income tax return is filed,  each Group Member will pay
          to the Designated  Lead Company of such group an amount  determined as
          follows:

               i.)  Where  the  tax  liability  of the  group  of  companies  is
          calculated  by reference  to the  consolidated,  combined,  or unitary
          apportionment  or  allocation  factors  of the  group as a whole,  the
          amount  of  tax  liability  payable  by  each  Group  Member  will  be
          determined on the basis of its proportional share of the total group's
          apportionment or allocation  factor.  Each Group Member generating tax
          losses or credits,  including any carryovers thereof, will be paid for
          such losses or credits as they are recognized and actually utilized to
          reduce the total tax liability of the group.


<PAGE>



               ii.)  Where  the tax  liability  of the  group  of  companies  is
          calculated for each Group Member on a separate company basis utilizing
          separate company  apportionment or allocation  factors,  the amount of
          tax liability  payable by each Group Member will be an amount equal to
          its  separate  company  tax  liability.  Separate  company  losses  or
          credits, and any carryovers thereof,  will only be recognized and paid
          for at the time,  and to the  extent,  that they are  utilized  in the
          reduction of the  consolidated,  combined or unitary taxable income of
          the group.

               iii) In those  situations in which ING or any of the Subsidiaries
          files separate,  stand-alone  state or local income tax returns,  each
          such party will be solely responsible for all taxes, additions to tax,
          penalties, and interest associated with such stand-alone filings.

               iv) Unless  specifically  approved in writing,  all payments made
          pursuant to this  Agreement  by a Group  Member  shall be made by that
          Group  Member,  and not by any other  company or business  unit on its
          behalf.

     3.   Separate Return Years

          To the extent any  portion of a tax loss or credit of a  consolidated,
          combined  or  unitary  group is carried  back or carried  forward to a
          separate return year of a Group Member (whether by operation of law or
          at the  discretion  of the  Designated  Lead Company) the Group Member
          shall not be entitled to payment from the Designated Lead Company with
          respect  thereto.  This  shall be the case  whether  or not the  Group
          Member actually  receives  payment for the benefit of such tax loss or
          credit from the applicable tax authority or otherwise.

     4.   Installment Payments

               a. During and following a taxable year in which Group Members are
          included  in  a  state  or  local   income  tax  return   filed  on  a
          consolidated,  combined  or  unitary  basis,  each  shall  pay  to the
          Designated Lead Company,  or receive from the Designated Lead Company,
          as the case may be,  installment  payments  of the  amount  determined
          pursuant to section 2 of this Agreement.  Payments shall made by or to
          each  Group  Member  in  amounts  that  produce,  on  a  group  basis,
          cumulative  installments  consistent  with  the  payment  rules of the
          applicable taxing  authority.  Payments shall be made to/by each Group
          Member  to/by  the  Designated  Lead  Company  within  30  days of the
          installment  payment date mandated by the applicable taxing authority.
          The  Designated  Lead Company may revise the  schedule of  installment
          payments  set forth in this  paragraph,  and may  provide  for  annual
          rather than quarterly payments in cases where amounts due fall below a
          certain  threshold,  although any such change shall be prospective and
          shall not take effect prior to written notice to the Group Members.
<PAGE>

               b. The Designated Lead Company shall pay to the applicable taxing
          authority all required  installments of state or local estimated taxes
          pursuant to  applicable  provisions of state or local law on behalf of
          itself and each Group Member.  The Designated  Lead Company shall have
          the sole right to  determine  the amount of each such tax payment with
          respect to the group's tax liability for the taxable year.

               c.  Should the amount of any tax payment  made by the  Designated
          Lead Company under this section to the taxing authority exceed the sum
          of   installment   payments   made  by  all  Group   Members  for  any
          corresponding  installment  date, the Designated  Lead Company may, in
          its sole discretion, determine each Group Member's fair and reasonable
          share of that excess, and notify each Group Member thereof. The amount
          of such  excess  amount  shall  be paid  over to the  Designated  Lead
          Company within 15 business days of the date of notification.

               d.  If a  penalty  or an  addition  to tax  for  underpayment  of
          estimated  taxes is imposed on the group with  respect to any required
          installment  under  applicable state or local law, the Designated Lead
          Company shall,  in its sole  discretion,  determine the amount of each
          Group  Member's share of such penalty or addition to tax, which amount
          shall be paid over to the  Designated  Lead Company within 15 business
          days of the date of notification.

     5.   ADJUSTED RETURNS

          If any adjustments are made to the  consolidated,  combined or unitary
          returns  for a taxable  year,  whether  by reason of the  filing of an
          amended  return,  or a claim for refund with  respect to such  taxable
          year, or an audit with respect to such taxable  year,  the amounts due
          under this  Agreement for such taxable year shall be  redetermined  by
          the Designated Lead Company taking into account such adjustments.  If,
          as a result  of such  redetermination,  any  amounts  due  under  this
          Agreement shall differ from the amounts  previously paid, then, except
          as provided in section 6 hereof,  payment of such difference  shall be
          made by each Group Member to the  Designated  Lead Company,  or by the
          Designated  Lead Company to the Group Member,  as the case may be, (a)
          in the case of an  adjustment  resulting  in a refund or  credit,  not
          later than  thirty  (30) days  after the date on which such  refund is
          received or credit is allowed with respect to such  adjustment  or (b)
          in  the  case  of  an  adjustment  resulting  in  the  assertion  of a
          deficiency,  not later than thirty (30) days after the Group Member is
          notified of the deficiency.  Any amounts due to or from a Group Member
          under this section shall be determined  with respect to such refund or
          deficiency  taking  into  account  any  penalties,  interest  or other
          additions  to tax  which may be  imposed.  ING  shall  indemnify  each
          Subsidiary  in  the  event  the  taxing  authority  levies  upon  such
          Subsidiary's  assets for unpaid taxes in excess of the amount required
          to be paid by such Subsidiary in relation to a consolidated,  combined
          or unitary return filed pursuant to this Agreement.
<PAGE>

     6.   PROCEDURAL MATTERS

          The Designated  Lead Company shall prepare and file the  consolidated,
          combined  or  unitary  state or local  return  and any other  returns,
          documents  or  statements  required  to be filed with the  appropriate
          jurisdiction,  with respect to the  determination of the tax liability
          of the filing  group.  In its sole  discretion,  the  Designated  Lead
          Company  shall have the right with  respect to any return which it has
          filed or will  file,  (a) to  determine  (i) the  manner in which such
          returns,   documents  or  statements  shall  be  prepared  and  filed,
          including, without limitation, the manner in which any item of income,
          gain,  loss,  deduction or credit shall be reported,  (ii) whether any
          extensions  may be requested and (iii) the elections that will be made
          by any  Group  Member,  (b)  to  contest,  compromise  or  settle  any
          adjustment or deficiency proposed, asserted or assessed as a result of
          any  audit  of such  returns  by the  taxing  authority,  (c) to file,
          prosecute,  compromise  or  settle  any claim  for  refund  and (d) to
          determine  whether  any  refunds  to which  the  filing  group  may be
          entitled  shall be paid by way of refund or  credited  against the tax
          liability of the group. Each Group Member hereby irrevocably  appoints
          the Designated Lead Company as its agent and  attorney-in-fact to take
          such action  (including  the execution of documents) as the Designated
          Lead Company may deem appropriate to effect the foregoing.

     7.   ADDITIONAL MEMBERS

          If future subsidiaries are acquired or created and they participate in
          the consolidated,  combined or unitary filing, such subsidiaries shall
          join in and be bound by this  Agreement.  This section will also apply
          to subsidiaries  that are not eligible  immediately to join the filing
          group, when they become eligible to join the filing group.

     8.   COMPANIES LEAVING GROUP

          Except as specifically  treated to the contrary herein, a Group Member
          shall be  treated as having  withdrawn  from this  Agreement  upon the
          signing of a letter of intent or a  definitive  agreement  to sell the
          Group Member.  Amounts  payable to or receivable  from Designated Lead
          Company  shall be  recomputed  with respect to the  withdrawing  Group
          Member,  including an estimate of the remaining taxes actually payable
          or  receivable  upon  the  filing  of the tax  return  for the year of
          withdrawal,  as of the last day such  Group  Member is a member of the
          group.  Any amounts so computed as due to or from the Designated  Lead
          Company to or from Group Member shall be paid prior to its leaving the
          group, provided, however,


<PAGE>



          that any deficiency or excess of taxes  determined on the basis of the
          tax  return  filed  for the  year of  withdrawal,  and paid to or from
          Designated   Lead  Company   related  to  the  tax  liability  of  the
          withdrawing  Group  Member for the  portion of the year of  withdrawal
          during which it had been a member of the  affiliated  group,  shall be
          settled not later than  November 15 of the year  following the year of
          the date of withdrawal.

          The extent to which  Designated  Lead  Company or such Group Member is
          entitled to any other payments as a result of adjustments, as provided
          in section 5 hereof,  determined  after such Group Member has left the
          affiliated  group but  affecting  any taxable  year during  which this
          Agreement  was in effect with respect to the  Designated  Lead Company
          and such Group  Member,  shall be provided  for pursuant to a separate
          written  agreement  between ING and the former Group Member or its new
          owner, or in the absence of such agreement,  pursuant to the provision
          of  section 5 hereof.  Tax  benefits  arising  from the carry  back of
          losses or credits of the former Group Member to tax years during which
          it was a member  of the  group  shall  not be  refunded  to the  Group
          Member,  unless  specifically  provided  for  pursuant  to a  separate
          written  agreement between ING and the former Group Member, or its new
          owner.

     9.   BOOKS AND RECORDS

          The books,  accounts and records of ING and the Subsidiaries  shall be
          maintained so as to provide  clearly and  accurately  the  information
          required  for  the  operation  of  this   Agreement.   Notwithstanding
          termination  of  this  Agreement,  all  materials  including,  but not
          limited to, returns, supporting schedules, workpapers,  correspondence
          and other documents relating to the combined,  consolidated or unitary
          tax return shall be made available to ING and/or any Subsidiary during
          regular  business  hours.  Records will be retained by ING and by each
          Subsidiary,  in a manner  satisfactory to ING, adequate to comply with
          any audit request by the appropriate  State or local taxing authority,
          and,  in any  event to  comply  with any  record  retention  agreement
          entered into by ING or any Subsidiary with such taxing authority.

     10.  ESCROW AGREEMENTS

          The parties  hereto agree that,  to the extent  required by applicable
          law, they shall enter into and file with appropriate jurisdictions any
          escrow agreements or similar contractual  arrangements with respect to
          the taxes  covered  by this  Agreement.  The terms of such  agreements
          shall,  to the  extent  set forth  therein,  and with  respect  to the
          parties thereto, prevail over the terms of this Agreement.

     11.  TERMINATION

          This Agreement shall be terminated if ING and the  Subsidiaries  agree
          in writing to such termination.
<PAGE>

     12.  ADMINISTRATION

          This Agreement shall be administered by the Vice President of Taxes of
          ING or, in his/her absence,  by any other officer of ING so designated
          by the  Controller  of ING.  Disputes  between ING and any  Subsidiary
          shall  be  resolved  by the  Vice  President  of Taxes of ING or other
          designated officer and the senior financial officer of each Subsidiary
          involved in the dispute. Should ING, in its sole discretion, determine
          that any provision of this Agreement cannot be applied  practicably to
          any item or any part of any  state or local  income  tax  return,  ING
          shall apply a  reasonable  rule of  operation  in such  situation,  as
          determined in its sole discretion,  but predicated on the principle of
          equitable  sharing of the tax impact of such item among those  parties
          included in the tax return  responsible  for such tax impact.  ING and
          the  Subsidiaries  each agree to indemnify any party to this agreement
          for any loss or  other  injury  sustained  as a result  of  errors  or
          omissions  committed by ING or one of the  Subsidiaries  in connection
          with this Agreement.

     13.  PERIOD COVERED

          This  Agreement  shall be effective with respect to each party thereto
          upon  signing  by  such  party,   and  shall  supersede  all  previous
          agreements  between ING and any Subsidiary with respect to the matters
          contained   herein  and  such  previous   agreement   shall  thereupon
          terminate.  The Agreement shall apply to the taxable year 2001, to all
          prior  taxable  years  which are open to  adjustments  as  provided in
          section 5 hereof  (to the  extent  not  subject  to any  separate  tax
          sharing  agreement)  and to all  subsequent  periods  unless and until
          amended or terminated, as provided in section 11 hereof.



<PAGE>



IN WITNESS WHEREOF, the parties hereto have executed this Tax Sharing Agreement.



ING America Insurance Holdings, Inc.             By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Treasurer


Cyberlink Development, LLC                       By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


GAC Capital, Inc.                                By: /s/ Boyd G. Combs
                                                     -----------------
                                                 Name:   Boyd G. Combs
                                                 Title:  Senior Vice President,
                                                         Tax


ING America Life Corporation                     By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


ING Fund Services Co., LLC                       By: /s/ Lydia L. Homer
                                                     ------------------
                                                 Name:   Lydia L. Homer
                                                 Title:  Senior Vice President
                                                         and Controller


ING Mutual Funds Management Co., LLC             By: /s/ Lydia L. Homer
(merged into ING Investments, LLC in 2001)           ------------------
                                                 Name:   Lydia L. Homer
                                                 Title:  Senior Vice President
                                                         and Controller


ING North America Insurance Corporation          By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


Life of Georgia Agency, Inc.                     By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer
<PAGE>


Life Insurance Company of Georgia                By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


Lion Custom Investments, LLC                     By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


Lion II Custom Investments, LLC                  By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


MIA Office Americas, Inc.                        By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:  David Pendergrass
                                                 Title: Vice President and
                                                        Treasurer


Orange Investment Enterprises, Inc.              By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


QuickQuote, Inc.                                 By: /s/ Boyd G. Combs
                                                     -----------------
                                                 Name:   Boyd G. Combs
                                                 Title:  Senior Vice President,
                                                         Tax


QuickQuote Financial, Inc.                       By: /s/ Eric Banta
                                                     --------------
                                                 Name:   Eric Banta
                                                 Title:  Assistant Secretary


QuickQuote Systems, Inc.                         By: /s/ Eric Banta
                                                     --------------
                                                 Name:   Eric Banta
                                                 Title:  Assistant Secretary


Southland Life Insurance Company                 By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer
<PAGE>


Springstreet Associates, Inc.                    By: /s/ Boyd G. Combs
                                                     -----------------
                                                 Name:   Boyd G. Combs
                                                 Title:  Senior Vice President,
                                                         Tax


First Columbine Life Insurance Company           By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


First Secured Mortgage Deposit Corporation       By: /s/ Jeffery William Steel
                                                     -------------------------
                                                 Name:   Jeffrey William Seel
                                                 Title:  President and Director


First ING Life Insurance Company of New York     By: /s/ Eric G.Banta
                                                     ----------------
                                                 Name:   Eric G. Banta
                                                 Title:  Secretary


ING America Equities, Inc.                       By: /s/ Paula Cludray-Engelke
                                                     -------------------------
                                                 Name:   Paula Cludray-Engelke
                                                 Title:  Secretary


Midwestern United Life Insurance Company         By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


Security Life of Denver Insurance Company        By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


Security Life Assignment Corporation             By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


UC Mortgage Corp                                 By: /s/ Boyd G. Combs
                                                     -----------------
                                                 Name:   Boyd G. Combs
                                                 Title:  Senior Vice President,
                                                         Tax
<PAGE>


ING Brokers Network, LLC                         By: /s/ John S. Simmers
(fka ING Advisors Network, Inc.)                     -------------------
                                                 Name:   John S. Simmers
                                                 Title:  Chief Executive Officer


ING Insurance Agency, Inc.                       By: /s/ John S. Simmers
                                                     -------------------
                                                 Name:   John S. Simmers
                                                 Title:  Chief Executive Officer


IFG Advisory Services, Inc.                      By: /s/ Glenn Black
(aka Associated Financial                            ---------------
Planners, Inc.)                                  Name:   Glenn Black
                                                 Title:  Vice President,
                                                         Taxation


Carnegie Financial Corporation                   By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


Carnegie Securities Corporation                  By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


Compulife Agency, Inc.                           By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


Compulife, Inc.                                  By: /s/ Boyd G. Combs
                                                     -----------------
                                                 Name:   Boyd G. Combs
                                                 Title:  Senior Vice President,
                                                         Tax


Compulife Investor Services, Inc.                By: /s/ Joseph J. Elmy
                                                     ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


IFG Advisory, Inc.                               By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer
<PAGE>


IFG Agency, Inc.                                 By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


IFG Agency of Ohio, Inc.                         By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


IFG Brokerage Corp.                              By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


IFG Insurance Agency of Massachusetts, Inc.      By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


IFG Insurance Services, Inc.                     By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


IFG Insurance Services of Alabama, Inc.          By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


IFG Network, Inc.                                By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


IFG Network Securities, LLC                      By: /s/ Glenn Black
                                                     ---------------
                                                 Name:   Glenn Black
                                                 Title:  Vice President and
                                                         Tax Officer


IFG Services, Inc.                               By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer
<PAGE>


Investors Financial Group, LLC                   By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


Investors Financial Planning, Inc.               By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


National Alliance for Independent                By: /s/ E. Paul Stewart
Portfolio Managers, Inc.                             -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


Pennington, Bass & Associates, Inc.              By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


Planned Investments, Inc.                        By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


Planned Investment Resources, Inc.               By: /s/ E. Paul Stewart
                                                     -------------------
                                                 Name:   E. Paul Stewart
                                                 Title:  Treasurer


MFSC Insurance Agency of California, Inc.     By: /s/ Douglas G. Temple-Trujillo
                                                  ------------------------------
                                              Name:   Douglas G. Temple-Trujillo
                                              Title:  Director


MFSC Insurance Agency of Massachusetts, Inc.     By: /s/ Boyd G. Combs
                                                     -----------------
                                                 Name:   Boyd G. Combs
                                                 Title:  Senior Vice President,
                                                         Tax


MFSC Insurance Agency of Nevada, Inc.         By: /s/ Douglas G. Temple-Trujillo
                                                  ------------------------------
                                              Name:   Douglas G. Temple-Trujillo
                                              Title:  Director
<PAGE>

MFSC Insurance Agency of Ohio, Inc.           By: /s/ Douglas G. Temple-Trujillo
                                                  ------------------------------
                                              Name:   Douglas G. Temple-Trujillo
                                              Title:  Director


MFSC Insurance Agency of Texas, Inc.             By: /s/ Boyd G. Combs
                                                     ------------------
                                                 Name:   Boyd G. Combs
                                                 Title:  Senior Vice President,
                                                         Tax


Multi-Financial Group, Inc.                   By: /s/ Douglas G. Temple-Trujillo
                                                  ------------------------------
                                              Name:   Douglas G. Temple-Trujillo
                                              Title:  Director


Multi-Financial Securities Corporation        By: /s/ Douglas G. Temple-Trujillo
                                                  ------------------------------
                                              Name:   Douglas G. Temple-Trujillo
                                              Title:  Director


PMG Agency, Inc.                                 By: /s/ Luke F. Baum
                                                     ----------------
                                                 Name:   Luke F. Baum
                                                 Title:  Vice President


VESTAX Capital Corporation                       By: /s/ Valerie G. Brown
                                                     --------------------
                                                 Name:   Valerie G. Brown
                                                 Title:  Director


VESTAX Securities Corporation                    By: /s/ Luke F. Baum
                                                     ----------------
                                                 Name:   Luke F. Baum
                                                 Title:  Vice President,
                                                         Chief Operating Officer
                                                         and SROP


VTX Agency, Inc.                                 By: /s/ R. Jack Conley
                                                     ------------------
                                                 Name:   R. Jack Conley
                                                 Title:  Vice President,
                                                         Secretary and Treasurer
<PAGE>


VTX Agency of Massachusetts, Inc.                By: /s/ R. Jack Conley
                                                     ------------------
                                                 Name:   R. Jack Conley
                                                 Title:  Vice President,
                                                         Secretary and Treasurer


VTX Agency of Michigan, Inc.                     By: /s/ R. Jack Conley
                                                     ------------------
                                                 Name:   R. Jack Conley
                                                 Title:  Vice President,
                                                         Secretary and Treasurer


VTX Agency of Texas, Inc.                        By: /s/ Luke F. Baum
                                                     -----------------------
                                                 Name:   Luke F. Baum
                                                 Title:  President, Secretary
                                                         and Treasurer


ING Payroll Management, Inc.                     By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Treasurer


Directed Services, Inc.                          By: /s/ David Lee Jacobson
                                                     ----------------------
                                                 Name:   David Lee Jacobson
                                                 Title:  Senior Vice President
                                                         and Assistant Secretary


Equitable of Iowa Companies, Inc.                By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


ING Funds Distributor, Inc.                      By: /s/ Lydia L. Homer
(fka ING Pilgrim Securities, Inc.;                   ------------------
fka Pilgrim Securities, Inc.)                    Name:   Lydia L. Homer
                                                 Title:  Senior Vice President
                                                         and Controller


Locust Street Securities, Inc.                   By: /s/ Jacqueline C. Conley
                                                     ------------------------
                                                 Name:   Jacqueline C. Conley
                                                 Title:  Vice President,
                                                         Compliance
<PAGE>


LSSI, Inc.                                       By: /s/ Jacqueline C. Conley
                                                     ------------------------
                                                 Name:   Jacqueline C. Conley
                                                 Title:  Secretary


LSSI Massachusetts Insurance Agency, Inc.        By: /s/ Karl Lindberg
                                                     -----------------
                                                 Name:   Karl Lindberg
                                                 Title:  President and Secretary

LSSI North Carolina, Inc.                        By: /s/ Karl Lindberg
                                                     -----------------
                                                 Name:   Karl Lindberg
                                                 Title:  President and Secretary


LSSI Nevada, Inc.                                By: /s/ Jacqueline C. Conley
                                                     ------------------------
                                                 Name:   Jacqueline C. Conley
                                                 Title:  Secretary


LSSI Ohio Agency, Inc.                           By: /s/ Karl Lindberg
                                                     -----------------
                                                 Name:   Karl S. Lindberg
                                                 Title:  Vice President and
                                                         Secretary


LSSI Texas, Inc.                                 By: /s/ Jacqueline C. Conley
                                                     ------------------------
                                                 Name:   Jacqueline C. Conley
                                                 Title:  Secretary


ReliaStar Financial Corp.                        By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


Bancwest Insurance Agency, Inc.                  By: /s/ Paula Cludray-Engelke
                                                     -------------------------
                                                 Name:   Paula Cludray-Engelke
                                                 Title:  Assistant Secretary

Washington Square Securities, Inc.               By: /s/ Joseph J. Elmy
                                                     ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer

Washington Square Insurance Agency, Inc.         By: /s/ Joseph J. Elmy
(MA)                                                     ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer
<PAGE>

Washington Square Insurance Agency, Inc.         By: /s/ Joseph J. Elmy
(TX)                                                 ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


Washington Square Insurance Agency, Inc.         By: /s/ Joseph J. Elmy
(NM)                                                 ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


Washington Square Insurance Agency, Inc.         By: /s/ Joseph J. Elmy
(OH)                                                 ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


PrimeVest Financial Services, Inc.               By: /s/ Joseph J. Elmy
                                                     ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


PrimeVest Insurance Agency of Alabama, Inc.      By: /s/ Kevin P. Maas
                                                     -----------------
                                                 Name:   Kevin P. Maas
                                                 Title:  Secretary


PrimeVest Insurance Agency of New Mexico,        By: /s/ Kevin P. Maas
Inc.                                                 -----------------
                                                 Name:   Kevin P. Maas
                                                 Title:  Secretary


PrimeVest Insurance Agency of Ohio, Inc.         By: /s/ Kevin P. Maas
                                                     -----------------
                                                 Name:   Kevin P. Maas
                                                 Title:  Secretary


PrimeVest Insurance Agency of Oklahoma, Inc.     By: /s/ Kevin P. Maas
                                                     -----------------
                                                 Name:   Kevin P. Maas
                                                 Title:  Secretary
<PAGE>


PrimeVest Insurance Agency of Texas, Inc.        By: /s/ LeAnn Rummell McCool
                                                     ------------------------
                                                 Name:   LeAnn Rummel McCool
                                                 Title:  Sole Director and
                                                         President, Secretary
                                                         and Treasurer


Branson Insurance Agency, Inc.                   By: /s/ Kevin P. Maas
                                                     -----------------
                                                 Name:   Kevin P. Maas
                                                 Title:  Secretary


Express America TC, Inc.                         By: /s/ Lydia L. Homer
                                                     ------------------
                                                 Name:   Lydia L. Homer
                                                 Title:  Senior Vice President
                                                         and Controller


EAMC Liquidation Corp.                           By: /s/ Lydia L. Homer
                                                     ------------------
                                                 Name:   Lydia L. Homer
                                                 Title:  Senior Vice President
                                                         and Controller


Granite Investment Services, Inc.                By: /s/ Joseph J. Elmy
                                                     ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


ReliaStar Investment Research, Inc.              By: /s/ Joseph J. Elmy
                                                     ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


ReliaStar Payroll Agent, Inc.                    By: /s/ Paula Cludray-Engelke
                                                     -------------------------
                                                 Name:   Paula Cludray-Engelke
                                                 Title:  Secretary


ING Capital Corporation, LLC                     By: /s/ Lydia L. Homer
(fka ING Pilgrim Capital                             ------------------
Corporation; fka Pilgrim Capital Corporation;    Name:   Lydia L. Homer
fka Pilgrim Holdings Corporation)                Title:  Senior Vice President
                                                         and Controller


ING Pilgrim Funding, Inc.                        By: /s/ Lydia L. Homer
(fka Pilgrim Funding, Inc.)                          ------------------
                                                 Name:   Lydia L. Homer
                                                 Title:  Senior Vice President
                                                         and Controller
<PAGE>


ING Funds Services, LLC                          By: /s/ Lydia L. Homer
(fka ING Pilgrim Group, LLC;                         ------------------
fka Pilgrim Group, LLC)                          Name:   Lydia L. Homer
                                                 Title:  Senior Vice President
                                                         and Controller


ING Investments, LLC                             By: /s/ Lydia L. Homer
(fka ING Pilgrim Investments, LLC;                   ------------------
fka Pilgrim Investments, Inc.)                   Name:   Lydia L. Homer
                                                 Title:  Senior Vice President
                                                         and Controller


ING Re Underwriters, Inc.                        By: /s/ Paula Cludray-Engelke
(fka ReliaStar Managing                              -------------------------
Underwriters, Inc.)                              Name:   Paula Cludray-Engelke
                                                 Title:  Secretary


ING National Trust                               By: /s/ Robert J. Scalise
(fka ReliaStar National Trust Company)               ---------------------
                                                 Name:   Robert J. Scalise
                                                 Title:  Assistant Vice
                                                         President, Finance


Northeastern Corporation                         By: /s/ Boyd G. Combs
                                                     -----------------
                                                 Name:   Boyd G. Combs
                                                 Title:  Senior Vice President,
                                                         Tax


Successful Money Management Seminars, Inc.       By: /s/ Duane Pfaff
                                                     ---------------
                                                 Name:   Duane Pfaff
                                                 Title:  Vice President


Financial Northeastern Corporation               By: /s/ Paula Cludray-Engelke
                                                     -------------------------
                                                 Name:   Paula Cludray-Engelke
                                                 Title:  Secretary


FNC Insurance Services, Inc.                     By: /s/ Jeffrey P. Zage
                                                     -------------------
                                                 Name:   Jeffrey P. Zage
                                                 Title:  Secretary


Financial Northeastern Securities, Inc.          By: /s/ Joseph J. Elmy
                                                     ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer

<PAGE>

Guaranty Brokerage Services, Inc.                By: /s/ Joseph J. Elmy
(fka Split Rock Financial, Inc.;                     ------------------
fka Bisys Brokerage Services, Inc.)              Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


Bancwest Investment Services, Inc.               By: /s/ Joseph J. Elmy
                                                     ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


Washington Square Insurance Agency, Inc.         By: /s/ Joseph J. Elmy
(AL)                                                     ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


Lexington Funds Distributor, Inc.                By: /s/ Lydia L. Homer
                                                     ------------------
                                                 Name:   Lydia L. Homer
                                                 Title:  Senior Vice President
                                                         and Controller


ING Advisors, Inc.                               By: /s/ Lydia L. Homer
(fka ING Pilgrim Advisors; fka ING                   ------------------
Lexington Management Corporation)                Name:   Lydia L. Homer
                                                 Title:  Senior Vice President
                                                         and Controller


Lion Connecticut Holdings Inc.                   By: /s/ Joseph J. Elmy
                                                     ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Vice President and
                                                         Tax Officer


Aetna Financial Services, Inc.                   By: /s/ Paula Cludray-Engelke
                                                     -------------------------
                                                 Name:   Paula Cludray-Engelke
                                                 Title:  Secretary


ING Insurance Services Holding Company, Inc.     By: /s/ Joseph J. Elmy
(fka Aetna Insurance                                 ------------------
Agency Holding Co., Inc.)                        Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


ING Insurance Services, Inc.                     By: /s/ Joseph J. Elmy
(fka Aetna Insurance Agency, Inc.)                   ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer
<PAGE>


ING Insurance Services of Alabama, Inc.          By: /s/ Joseph J. Elmy
(fka Aetna Insurance Agency                          ------------------
of Alabama, Inc.)                                Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


ING Insurance Services of Massachusetts, Inc.    By: /s/ Joseph J. Elmy
(fka Aetna Insurance Agency                          ------------------
of Massachusetts, Inc.)                          Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


Aetna Insurance Agency of Ohio, Inc.             By: /s/ Boyd G. Combs
                                                     -----------------
                                                 Name:   Boyd G. Combs
                                                 Title:  Senior Vice Pesident,
                                                         Tax


ING Retail Holding Company, Inc.                 By: /s/ Joseph J. Elmy
(fka Aetna Retail Holding Company, Inc.)             ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


ING Retirement Services, Inc.                    By: /s/ David Pendergrass
(fka Aetna Retirement Services, Inc.)                ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


ING Retirement Holdings, Inc.                    By: /s/ David Pendergrass
(fka Aetna Retirement Holdings, Inc.)                ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Senior Vice President
                                                         and Treasurer


ING Insurance Services Holding Company, Inc.     By: /s/ Joseph J. Elmy
(fka Aetna Service Holding Company, Inc.             ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


Systematized Benefits Administrators, Inc.       By: /s/ Joseph J. Elmy
                                                     ------------------
                                                 Name:   Joseph J. Elmy
                                                 Title:  Tax Officer


FNI International, Inc.                          By: /s/ John S. Simmers
                                                     -------------------
                                                 Name:   John S. Simmers
                                                 Title:  Corporate Secretary
<PAGE>


Financial Network Investment Corporation         By: /s/ John S. Simmers
                                                     -------------------
                                                 Name:   John S. Simmers
                                                 Title:  Corporate Secretary


FN Insurance Services, Inc.                      By: /s/ John S. Simmers
                                                     -------------------
                                                 Name:   John S. Simmers
                                                 Title:  Executive Vice
                                                         President and Secretary


FN Insurance Agency of Massachusetts, Inc.       By: /s/ John S. Simmers
                                                     -------------------
                                                 Name:   John S. Simmers
                                                 Title:  Secretary


FN Insurance Agency of New  Jersey, Inc.         By: /s/ John S. Simmers
                                                     -------------------
                                                 Name:   John S. Simmers
                                                 Title:  Corporate Secretary


FN Insurance Services of Nevada, Inc.            By: /s/ John S. Simmers
                                                     -------------------
                                                 Name:   John S. Simmers
                                                 Title:  Secretary


FN Insurance Services of Alabama, Inc.           By: /s/ John S. Simmers
                                                     -------------------
                                                 Name:   John S. Simmers
                                                 Title:  Secretary


FN Insurance Agency of Kansas, Inc.              By: /s/ John S. Simmers
                                                     -------------------
                                                 Name:   John S. Simmers
                                                 Title:  Corporate Secretary


ING International Insurance Holdings, Inc.       By: /s/ Lena A. Rabbitt
(fka Aetna International, Inc.)                      -------------------
                                                 Name:   Lena A. Rabbitt
                                                 Title:  Assistant Secretary


ING International Nominee Holdings, Inc.         By: /s/ Lena A. Rabbitt
(fka AE Five, Incorporated)                          -------------------
                                                 Name:   Lena A. Rabbitt
                                                 Title:  Assistant Secretary
<PAGE>


ALICA Holdings, Inc.                             By: /s/ David Pendergrass
                                                     ---------------------
                                                 Name:   David Pendergrass
                                                 Title:  Vice President and
                                                         Treasurer


Aetna Capital Holdings, Inc.                     By: /s/ Scott Burton
                                                     ----------------
                                                 Name:   Scott Burton
                                                 Title:  Assistant Secretary


Aetna International Fund Management, Inc.        By: /s/ Scott Burton
                                                     ----------------
                                                 Name:   Scott Burton
                                                 Title:  Assistant Secretary


Financial Network Investment Corporation         By: /s/ John S. Simmers
of Hawaii                                            ------------------
                                                 Name:   John S. Simmers
                                                 Title:  Secretary


Financial Network Investment Corporation         By: /s/ John S. Simmers
of Hilo, Inc.                                        ------------------
                                                 Name:   John S. Simmers
                                                 Title:  Corporate Secretary


Financial Network Investment Corporation         By: /s/ John S. Simmers
of Honolulu                                          ------------------
                                                 Name:   John S. Simmers
                                                 Title:  Corporate Secretary


Financial Network Investment Corporation         By: /s/ John S. Simmers
of Kauai, Inc.                                       ------------------
                                                 Name:   John S. Simmers
                                                 Title:  Corporate Secretary


Financial Network Investment Corporation         By: /s/ John S. Simmers
of Puerto Rico, Inc.                                 ------------------
                                                 Name:   John S. Simmers
                                                 Title:  Corporate Secretary


FN Insurance Services of HI, Inc.                By: /s/ John S. Simmers
                                                     ------------------
                                                 Name:   John S. Simmers
                                                 Title:  Vice President and
                                                         Corporate Secretary

<PAGE>


ReliaStar Life Insurance Company                 By: /s/ Paula Cludray-Engelke
                                                     -------------------------
                                                 Name:   Paula Cludray-Engelke
                                                 Title:  Secretary


Northern Life Insurance Company                  By: /s/ Paula Cludray-Engelke
                                                     -------------------------
                                                 Name:   Paula Cludray-Engelke
                                                 Title:  Secretary


Security-Connecticut Life Insurance Company      By: /s/ Paula Cludray-Engelke
                                                     -------------------------
                                                 Name:   Paula Cludray-Engelke
                                                 Title:  Secretary


ING Life Insurance and Annuity Company           By: /s/ Paula Cludray-Engelke
                                                     -------------------------
                                                 Name:   Paula Cludray-Engelke
                                                 Title:  Secretary


ING Insurance Company of America                 By: /s/ Paula Cludray-Engelke
                                                     -------------------------
                                                 Name:   Paula Cludray-Engelke
                                                 Title:  Secretary


Equitable Life Insurance Company of Iowa         By: /s/ Paula Cludray-Engelke
                                                     -------------------------
                                                 Name:   Paula Cludray-Engelke
                                                 Title:  Secretary


USG Annuity & Life Company                       By: /s/ Paula Cludray-Engelke
                                                     -------------------------
                                                 Name:   Paula Cludray-Engelke
                                                 Title:  Secretary


Golden American Life Insurance Company           By: /s/ Paula Cludray-Engelke
                                                     -------------------------
                                                 Name:   Paula Cludray-Engelke
                                                 Title:  Secretary

<PAGE>

                                                                 EXHIBIT 10.A(k)


                               SERVICES AGREEMENT



     This Services Agreement  ("Agreement") is made this 1 day of January, 2001,
by and between Golden  American Life  Insurance  Company,  an insurance  company
organized  and  existing  under  the  laws of the  state  of  Delaware,  and the
affiliated insurance companies specified in Exhibit B hereto.

                                    RECITALS

     WHEREAS,  the parties are affiliates under the common control of ING Groep,
N.V.; and

     WHEREAS,  each party possesses  certain  resources,  including  experienced
personnel,  facilities  and  equipment,  which  enables  it to  provide  certain
administrative,   management,   professional,  advisory,  consulting  and  other
services to the others ("Services"); and

     WHEREAS,  each party desires from time to time to perform certain  Services
on behalf of, and receive certain  Services from, the others,  as described with
particularity in Exhibit A attached hereto; and

     WHEREAS,  each party  contemplates  that such an  arrangement  will achieve
operating economies,  synergies and expense savings, and improve services to the
benefit of its policyholders or contractholders; and

     WHEREAS,  the parties  wish to identify  the  Services to be  provided,  to
provide a method for identifying the charges to be assessed and the compensation
to be paid for the Services, and to assure that all charges for the Services are
reasonable  and in  accordance  with the laws and  regulations  of the states in
which each of them is domiciled;

     NOW,  THEREFORE,  in  consideration  of these  premises  and of the  mutual
promises set forth herein, and intending to be legally bound hereby, the parties
agree as follows:

     1.   Services.

     (a) Subject to the terms,  conditions,  and  limitations of this Agreement,
the party providing a service  hereunder  ("Service  Provider") will perform for
the  party  requesting  a service  hereunder  ("Company")  such of the  Services
described  in  Exhibit  A,  attached  hereto  and  incorporated  herein  by this
reference, as the Company may from time to time request.

     (b)  The  Service  Provider  shall  employ  all  operating  and  management
personnel  necessary to provide the  Services  required by this  Agreement.  The
Service  Provider shall also maintain such  facilities and equipment as it deems
reasonably necessary in order to provide the Services required by the Agreement.
Subject  to the  terms  (including  any  limitations  and  restrictions)  of any
applicable  software or hardware licensing  agreement then in effect between the
Service Provider and any licensor,  the Service Provider shall, upon termination
of this

<PAGE>



     Agreement, grant to the Company a perpetual license, without payment of any
fee, in any electronic data processing software developed or used by the Service
Provider  in  connection  with the  Services  provided to the  Company,  if such
software  is not  commercially  available  and is  necessary,  in the  Company's
reasonable  judgment,  for the Company to perform the functions  provided by the
Service Provider hereunder after termination of this Agreement.

     (c) The parties agree that all documents,  reports,  records,  books, files
and other  materials  relative to the Services  performed  for the Company under
this Agreement shall be the sole property of the Company.  The Service  Provider
shall keep and  maintain or cause to be kept and  maintained  full and  complete
documentation  and  records  related  to the  Services  provided  including  the
accounting necessary to support charges for Services. The Service Provider shall
maintain custody of said documentation and records and shall make them available
to the Company  and the  appropriate  insurance  regulator  of the Company  upon
request.

     2.   Charges for Services.

     (a) It is the  intention  of the parties  that the charges for the Services
provided  under  this  Agreement  be  determined  in  accordance  with  fair and
reasonable  standards  and that no party  realize a profit nor incur a loss as a
result of the Services rendered pursuant to this Agreement.

     (b) The Company  agrees to  reimburse  the Service  Provider for all direct
costs  incurred on behalf of the Company and for all indirect costs which may be
charged to the Company as follows:

     (i) "Direct  Costs"  include  costs  incurred by the Service  Provider  for
Services provided directly to the Company, including but not limited to: (a) All
costs  incident  to any  employee or  employees  who are  employed in  rendering
Services to the Company, such as salary, payroll taxes, and benefits and (b) the
cost of other reasonable and necessary  business  expenses incurred by employees
who are employed in rendering  Services to the Company such as training,  travel
and  lodging.  Direct  Costs  shall be charged  in  accordance  with  reasonable
functional cost studies and/or other information and  methodologies  used by the
Service Provider for internal cost distribution including, where appropriate, an
analysis of time spent by each employee providing Services to the Company and/or
the percentage of administrative  systems utilized.  Data for this analysis will
be collected  through  tracking of unit costs of Services,  through time studies
conducted  periodically,  or through other  methods  consistent  with  customary
insurance accounting practices  consistently  applied.  Annually,  the bases for
determining  direct costs shall be modified and adjusted by mutual  agreement of
the Service Provider and the Company, where necessary or appropriate,  to fairly
and equitably reflect the actual cost incurred by the Service Provider on behalf
of the Company.

     (ii)"Indirect  Costs"  include  all other  costs  incurred  by the  Service
Provider in rendering Services to the Company,  including but not limited to the
cost of rent or depreciation of office space, utilities,  office equipment,  and
supplies  utilized by employees  who are  employed in rendering  Services to the
Company.  Indirect costs shall be charged to the Company based on the proportion
of total direct costs chargeable to the Company under  subparagraph (i), herein.
In other words, if the direct costs chargeable to the Company  represents 20% of
the Service  Provider's total direct costs,  then 20% of the Service  Provider's
indirect costs will be charged to the Company.

<PAGE>

     (c) The charges for Direct Costs and Indirect Costs referred to above shall
be made by the Service  Provider on a monthly or quarterly  basis as appropriate
for the particular  Service.  Charges paid by any party to the Service  Provider
may be net of charges  for Direct and  Indirect  Costs  charged by such party as
Service Provider to the other party.

     (d) In the event the Service  Provider or the Company should  discover upon
review of its  accounting by its internal  auditors,  independent  auditor,  any
state insurance  department,  or other regulatory agency, that an amount charged
for Services provided  hereunder was erroneous,  the party discovering the error
will  give  prompt  notice  of such  error  to the  affected  party  under  this
Agreement.  Such notice shall contain a  description  of the  accounting  error,
corrective action and supporting documentation. Any amounts owing as a result of
the correction shall be paid within sixty (60) days after notice has been given.

     (e) The Company stall have the right to inspect and audit,  upon reasonable
notice to the Service  Provider,  all books and records of the Service  Provider
related to the  provision  of the  Services so as to verify the  accuracy of all
expenses reimbursed under this Agreement.

     3.   Term.

     This  Agreement  shall be effective on the first day of January,  2001, and
shall  end  on  the  31st  day  of  December,  2001.  This  Agreement  shall  be
automatically  renewed on the first day of each calendar year  thereafter  for a
twelve-month  period  under  the  same  terms  and  conditions,  subject  to the
provisions for termination set forth herein.

     4.   Termination.

     This Agreement may be terminated by the Service  Provider or by the Company
by providing  thirty (30) days' written  notice to that effect  addressed to the
other party. Any Services provided  following the date of termination  which, by
their nature,  continue after termination shall be provided under the same terms
and conditions which prevailed at the time of such notice.

     5.   Standard of Service.

     The  Service  Provider  shall  perform  the  Services  in a  competent  and
professional  manner  according to standards agreed upon by the Service Provider
and the Company. The Service Provider agrees that it will exercise due diligence
to abide by and comply with all laws, statutes, rules,  regulations,  and orders
of any  governmental  authority in the  performance  of its Services  under this
Agreement.  The  Service  Provider  will  conduct its  business  and perform its
obligations  in a manner  which  will  not  cause  the  possible  revocation  or
suspension of the Company's  Certificate(s) of Authority or cause the Company to
sustain  any  fines,  penalties,  or other  disciplinary  action  of any  nature
whatsoever.



<PAGE>



     6.   Limitation of Authority.

     The  Company  shall  retain  ultimate  control and  responsibility  for all
Services that it has delegated to the Service Provider under this Agreement.  In
no event shall the Services  involve  control of the  management of the business
and  affairs  of the  Company.  The  Service  Provider  shall  provide  Services
hereunder as an independent contractor,  and shall act hereunder so as to assure
the separate operating identity of the Company.  While rendering Services to the
Company  pursuant to this  Agreement,  the Service  Provider,  its  officers and
employees  shall not at any time or for any purpose be considered  agents of the
Company  unless  otherwise  expressly  agreed  to  by  the  parties.   Under  no
circumstances  shall the Services  provided pursuant to this Agreement be deemed
to be those of a third  party  administrator  pursuant to any  applicable  state
statutes.

     7.   Indemnification.

     (a) The Company  hereby agrees to  indemnify,  defend and hold harmless the
Service Provider,  its officers,  directors and employees,  from and against any
and all  claims,  demands,  losses,  liabilities,  actions,  lawsuits  and other
proceedings, judgements and awards, and costs and expenses (including reasonable
attorneys' fees), arising directly or indirectly, in whole or in part out of any
action taken by the Service Provider within the scope of its duties or authority
hereunder, excluding only such of the foregoing as result from the negligence or
willful acts or  omissions of the Service  Provider,  its  officers,  directors,
agents and employees.  The provisions of this section shall survive  termination
of this Agreement.

     (b) The  Service  Provider  hereby  agrees to  indemnify,  defend  and hold
harmless the Company and its officers,  directors and employees from and against
any and all claims,  demands,  losses,  liabilities,  action, lawsuits and other
proceedings,  judgments and awards, fines and penalties,  and costs and expenses
(including reasonable attorneys' fees), arising directly or indirectly, in whole
or in part,  out of the negligence or any willful act or omission of the Service
Provider  or of  any  of  its  officers,  directors,  agents  or  employees,  in
connection  with this  Agreement or the  performance  of the Service  Provider's
Services  hereunder,  or out of any action taken by the Service  Provider beyond
the  scope  of  the  Service  Provider's  duties  or  authority  hereunder.  The
provisions of this section shall survive termination of this Agreement.

     8.   Notices.

     All notices,  requests, and communications required or permitted under this
Agreement  shall be in writing and deemed given when addressed to the applicable
address set forth in Exhibit B attached  hereto and (i)  delivered by hand to an
officer of the other party,  (ii) deposited  with the U.S.  Postal  Service,  as
first-class  certified or registered mail,  postage prepaid,  or (iii) deposited
with an overnight  courier.  Any notice of a change of address shall be given in
the same manner.



<PAGE>



     9.   Cooperation.

     Each party to this Agreement shall cooperate with the other party, and with
appropriate  governmental  authorities  (including,   without  limitation,   the
Securities  and Exchange  Commission,  the National  Association  of  Securities
Dealers  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.

     10.  Arbitration.

     Any controversy or claim arising out of or relating to this  Agreement,  or
the breach thereof, shall be settled by arbitration in accordance with the Rules
of the  American  Arbitration  Association,  and  judgment  upon the award maybe
entered in any Court having jurisdiction thereof.

     11.  Waiver.

     No waiver of any  provision  of this  Agreement  shall be deemed,  or shall
constitute, waiver of any other provision, whether or not similar, nor shall any
waiver  constitute  a  continuing  waiver.  No waiver  shall be  binding  unless
executed  in writing by the party  making  the  waiver.  Failure of any party to
exercise or delay in exercising  any right or power granted under this Agreement
shall not operate as a waiver of any such right or power.

     12.  Miscellaneous.

     This  Agreement  may not be  assigned  by either  party  without  the prior
written  consent  of the other  party.  This  Agreement  constitutes  the entire
agreement of the parties hereto. This Agreement may be amended only by a written
instrument executed by both parties. If any portion of this Agreement is invalid
under any  applicable  statute or rule of law, it shall not affect the remainder
of this Agreement which shall remain valid and binding.  This Agreement shall be
binding  on the  parties,  their  legal  representatives  and  successors.  This
Agreement  shall be construed in accordance with and governed by the laws of the
state in which the  Services  are  provided,  without  regard to  principles  of
conflict of laws.

     13.  Counterparts.

     This  Agreement  may be executed in  separate  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.



<PAGE>



     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed as of the date first above written.


                                          Golden American Life Insurance Company

                                          By: /s/ Chris D. Schreier
                                              ----------------------------------
                                          Name:   Chris D. Schreier
                                          Title:  President


<PAGE>



                                LIST OF EXHIBITS


A-1  Underwriting and New Business Processing Services

A-2  Licensing and Contracting Services

A-3  Policyowner and Claims Processing Services

A-4  Actuarial Services

A-5  Information Services

A-6  Legal, Risk Management and Compliance Services

A-7  Human Resource Services

A-8  Marketing and Sales Promotion Services

A-9  Tax Services

A-10 Reinsurance Management and Administration Services

A-11 Management Services

A-12 Printing, Record, File, Mail and Supply Services

A-13 Financial Management Services for Retail Products

A-14 Pricing,  Trading,   Performance  Reporting  and  Accounting  Services  for
     Variable Products

B    Addresses for Notices



<PAGE>



                                   Exhibit A-1

                Underwriting and New Business Processing Services


Services related to underwriting and new business processes  including,  but not
limited to:

     1.   Underwriting and risk consulting services.

     2.   Analysis of underwriting standards.

     3.   Assistance and advice in the  development of appropriate  underwriting
          standards in accordance with all laws and regulations of the Company's
          state.

     4.   Perform underwriting in accordance with Company guidelines.

     5.   Provide medical and/or technical support and advice to underwriting.

     6.   Approve for issue all applications which meet underwriting criteria.

     7.   Process all approved  applications  and issue and deliver  policies to
          policyholders.

     8.   Financial and other reporting in connection with  underwriting and new
          business processing.


<PAGE>



                                   Exhibit A-2

                       Licensing and Contracting Services


Services  related to  producer  licensing  and  contracting  including,  but not
limited to:

     1.   Assist with pre-appointment investigations of producers.

     2.   Administer producer licenses,  contracts and producer compensation and
          maintain a computer database for license and contract status.



<PAGE>



                                   Exhibit A-3

                   Policyowner and Claims Processing Services


Services related to policyowner and claims processing including, but not limited
to:

     1.   Bill policyholders.

     2.   Collect premiums.

     3.   Respond to customer inquiries by phone or letter.

     4.   Administer policy changes.

     5.   Administration and support for claims.

     6.   Process claims and/or render legal,  medical or technical  support and
          advice relating to the processing, settlement and payment of claims.

     7.   Surrender, lapse and maturity processing.

     8.   Distribute benefits.

     9.   Financial  and other  reporting in  connection  with  policyowner  and
          processing services.



<PAGE>



                                   Exhibit A-4

                               Actuarial Services


Actuarial related services including but not limited to:

     1.   Actuarial  consulting  services,  including  clerical,  technical  and
          product actuarial support and product development support.

     2.   Prepare  actuarial  reports,  opinions and  memoranda  and assist with
          asset/liability management and cash flow testing.

     3.   Conduct product experience studies.

     4.   Prepare reserve calculations and valuations.

     5.   Develop new products.

     6.   Evaluate product performance versus expectations.

     7.   Financial and other reporting in connection with actuarial services.



<PAGE>



                                   Exhibit A-5

                              Information Services


Services related to information management including, but not limited to:

     1.   Professional, technical, supervisory, programming and clerical support
          for information services.

     2.   Informational   and  computer   services  may  be  in  the  nature  of
          applications  and programming  support,  enhancing  existing  systems,
          helping to install new systems.

     3.   Develop data processing systems strategy.

     4.   Implement systems strategy.

     5.   Program computers.

     6.   Provide data center  services,  including  maintenance  and support of
          mainframe and distribution process hardware and software.

     7.   Standard  systems  for  product   administration,   accounts  payable,
          accounting  and financial  reporting,  human  resource  management and
          inventory control.

     8.   Manage data and voice communications systems.

     9.   Manage local area networks and other desktop software and systems.

     10.  Provide  data  security  and  maintain   effective  disaster  recovery
          program.

     11.  Purchase hardware, software and supplies.

Subject  to the  terms  (including  any  limitations  and  restrictions)  of any
applicable  software  or hardware  licensing  agreement  then in effect  between
Service Provider and any licensor,  Service Provider shall,  upon termination of
this  Agreement,  grant to Company a perpetual  license,  without payment of any
fee, in any electronic data processing software developed or used by the Service
Provider in connection  with the Services  provided to the Company  hereunder if
such software is not commercially  available and is necessary,  in the Company's
reasonable  judgment,  for the Company to perform  subsequent to termination the
functions provided by the Service Provider hereunder.




<PAGE>



                                   Exhibit A-6

                 Legal, Risk Management and Compliance Services


Services  related to legal,  risk management and compliance  including,  but not
limited to:

     1.   Provide counsel, advice and assistance in any matter of law, corporate
          governance  and  governmental   relations,   including   advisory  and
          consulting  services,  in connection with the maintenance of corporate
          existence,  licenses, dealing with regulatory agencies, development of
          products,   contracts   and  legal   documents,   product   approvals,
          registration and filing of insurance and securities products, handling
          of claims and matters involving legal controversy, assist with dispute
          resolution,  select,  retain and manage  outside  counsel  and provide
          other legal services as reasonably required or requested.

     2.   Provide   assistance  in  any  matter  relating  to  risk  management,
          including  procurement  of fidelity  bond  insurance,  blanket  bonds,
          general liability insurance, property damage insurance, directors' and
          officers' liability  insurance,  workers  compensation,  and any other
          insurance purchased by the Company.

     3.   Assist in the development  and  maintenance of a corporate  compliance
          program  and a state  insurance  fraud  reporting  program.  Assist in
          maintaining  appropriate  records and systems in  connection  with the
          Company's compliance obligations under application state law.

     4.   Provide assistance with internal audit including review of operational
          procedures, performance of compliance tests, and assist to independent
          auditors.



<PAGE>



                                   Exhibit A-7

                             Human Resource Services


Services related to human resource management including, but not limited to:

     1.   Personnel recruiting and support services.

     2.   Design and implementation of human resources training.

     3.   Compensation studies and benefits consulting.

     4.   Support employee communications.

     5.   Payroll services.

     6.   Benefits compensation and design and administration.

     7.   Employee relations.



<PAGE>



                                   Exhibit A-8

                     Marketing and Sales Promotion Services


Services related to marketing and sales promotion including, but not limited to:

     1.   Prepare sales promotional  items,  advertising  materials and artwork,
          design,  text and articles relevant to such work,  including clerical,
          technical and supervisory support and related communications.

     2.   Support general communications with producers.

     3.   Conduct formal insurance market research.

     4.   Develop sales illustrations,  advertising materials,  and software for
          products, in compliance with state laws.

     5.   Design and implement training programs, including product and industry
          developments and legal compliance.

     6.   Distribute to employees and/or agents underwriting  guidelines for the
          products, where applicable.

     7.   Analyze and develop  compensation and benefit plans for general agents
          and agents.

     8.   Plan and support of producer conferences.




<PAGE>



                                   Exhibit A-9

                                  Tax Services


Services related to tax including, but not limited to:

     1.   Maintenance of tax  compliance,  including tax return  preparation and
          review of financial statement tax provisions.

     2.   Management of tax and audit appeals,  including processing information
          requests,  protest  preparation,  and  participation  in  any  appeals
          conference.

     3.   Direction  of  tax  research  and  planning,   including  research  of
          compliance  issues for consistency,  development of tax strategies and
          working with new legislative proposals.

     4.   Administration  of tax  liens,  levies  and  garnishment  of  wages of
          Company employees and agents




<PAGE>



                                  Exhibit A-10

               Reinsurance Management and Administration Services


Services related to reinsurance management and administration including, but not
limited to:

     1.   Advise with respect to reinsurance retention limits.

     2.   Advice  and  support  with  respect  to   negotiation  of  reinsurance
          treaties.

     3.   Advice  and  support  with  respect  to the  management  of  reinsurer
          relationships.



<PAGE>



                                  Exhibit A-11

                               Management Services


Services related to general management including, but not limited to:

     1.   Consultative  and advisory  services to the Company's senior executive
          officers and staff with respect to conduct of the  Company's  business
          operations  and the execution of  directives  and  resolutions  of the
          Company's  Board of Directors  pertaining to business  operations  and
          functions,  including  provision of personnel to serve as officers and
          directors of Company.

     2.   Consultation  and  participation in the Company's  strategic  planning
          process;  the development of business goals,  objectives and policies;
          the development of operational,  administrative  and quality programs;
          preparation of financial and other reports;  and the  coordination  of
          such processes, goals, objectives, policies and programs with those of
          the holding company.

     3.   Advice and  assistance  with respect to  maintenance  of the Company's
          capital and surplus,  the development and  implementation of financing
          strategies  and plans and the  production  of  financial  reports  and
          records.

     4.   Representation  of the Company's  interests at government  affairs and
          industry  meetings;  participation  in the deliberation and affairs of
          trade  associations  and  promotion  of  the  Company's  products  and
          relationships with the public.

     5.   Consultative,  advisory and  administrative  services to the Company's
          senior  executive  officers  and  staff  in  respect  to  development,
          implementation  and  administration  of human  resource  programs  and
          policies,  the delivery of communications and information to employees
          regarding   enterprise   plans,   objectives  and  results;   and  the
          maintenance   of   employee   relations,   morale  and   developmental
          opportunities.

     6.   Direction  and  performance  of internal  audits and  arrangement  for
          independent evaluation of business processes and internal control.



<PAGE>



                                  Exhibit A-12

                Printing, Record, File, Mail and Supply Services


Services related to printing,  records, files, mail and supplies including,  but
not limited to:

     Printing,  record,  file, mail and supply services  including,  maintaining
     policy files;  document  control;  production and  distribution of standard
     forms,  stationary,  business  cards and  other  material;  arrangement  of
     warehouse storage space; supply fulfillment; mail processing,  delivery and
     shipping;  participation in purchasing agreements; retrieval and production
     of documents for regulatory  examinations  and litigation;  and development
     and administration of record retention programs.



<PAGE>



                                  Exhibit A-13

                Financial Management Services for Retail Products


Services related to accounting and finance for retail life and annuity products,
including but not limited to:

     1.   Consultation,  technical  assistance  and  oversight  in  all  matters
          relations to financial management and analysis for all retail life and
          annuity products.

     2.   Coordination of product expense pricing reporting and analysis.

     3.   Maintenance  of financial  controls  with respect to the balancing and
          reconciliation of  Administrative  systems and general ledger suspense
          accounts.

     4.   Treasury  operations,  including bank  reconciliation and disbursement
          processing.

     5.   Accounting  and reporting for general and separate  account  products,
          including  preparation  of general  ledgers,  transaction  ledgers and
          trial balances.

     6.   Management  reporting services,  including  coordination of the annual
          planning process and consolidation of monthly and quarterly results.

     7.   Consultation   and  assistance  in  coordinating  the  external  audit
          process.

     8.   Provide   support  as  necessary  for  the  preparation  of  financial
          statements  and  reports,  including  monthly,  quarterly  and  annual
          financial statements on both a statutory and GAAP basis.

     9.   Maintenance  of cost  accounting  reports  and  services in support of
          monthly management reporting, quarterly and annual external reporting,
          and budgeting.


GOLDEN AMERICAN LIFE INSURANCE COMPANY

By:          /s/ Paula Cludray-Engelke
             ----------------------------------------------------
Name:            Paula Cludray-Engelke
Title:           Secretary



<PAGE>



                                  Exhibit A-14

                   Pricing, Trading, Performance Reporting and
                    Accounting Services for Variable Products

Services  related  to  support  of  day  to day  pricing,  trading,  performance
reporting and  accounting  operations for variable  products,  including but not
limited to:

     1.   Pricing.  Collect  pricing  information  (net asset value and ordinary
          income/capital  gain  distributions)  from Investment  Companies,  and
          where applicable,  calculate the variable account unit value.  Provide
          pricing    information   to   the   applicable   ING    administrative
          systems/business   units  and  external  business  partners;   pricing
          calculations  for insurance  products shall be reported as required by
          the prospectus for each product.

     2.   Trading.  Collect  net  trade  data from ING  administrative  systems,
          consolidate to a legal entity level per investment  option, and submit
          to Investment  Companies;  on a daily basis reconcile the shares/trade
          per ING to Investment  Company;  provide to ING Treasury wire data for
          the settlement of trades placed.

     3.   Accounting. Post to ledger the entries supporting the trades and wires
          processed;  entries  will  include  any  applicable  Variable  Annuity
          Account   contract   charges;   daily  reconcile   entries  posted  to
          ledger/market  value to Variable  Annuity  Account  liability/reserve;
          provide Variable Annuity Account data for the Financials and Insurance
          Company Schedule D.

     4.   Investment     Company     Revenue.      Calculate     asset     based
          revenue/sub-accounting  fees monthly and post  accruals to the ledger;
          collect  revenue  from  investment   companies  in  a  timely  manner;
          reconcile  amounts  received  to the  estimated  calculated,  and book
          actual payments to ledger.

     5.   Performance  Reporting.  Calculate product and investment option level
          returns in accordance with SEC and NASD guidelines; provide returns to
          ING applications, web sites, marketing, and field.


GOLDEN AMERICAN LIFE INSURANCE COMPANY

By:          /s/ Paula Cludray-Engelke
             ----------------------------------------------------
Name:            Paula Cludray-Engelke
Title:           Secretary




<PAGE>



I hereby  attest that the  attached  executed  amendment  has not been  altered,
modified  or in any way  amended,  except as herein  listed,  from the  original
amendment submitted on January 16, 2003 to the Delaware Department for approval.

No changes



Attest:

By:          /s/   Paula Cludray-Engelke
             ----------------------------------------------------
Name:              Paula Cludray-Engelke
Title:             Secretary
Date:              February 25, 2003



<PAGE>




                       EXHIBIT B - ING AFFILIATE INSURERS
<TABLE>
<S>                                      <C>                   <C>                                    <C>

-----------------------------------------------------------------------------------------------------------------------------------
Name                                     Domestic State        Principal Office                       Principal Mailing Address
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Security Life of Denver                  Colorado              1290 Broadway                          Same
Insurance Company                                              Denver, CO 80203
-----------------------------------------------------------------------------------------------------------------------------------
First Columbine Life Insurance           Colorado              1290 Broadway                          Same
Company                                                        Denver, CO 80203
-----------------------------------------------------------------------------------------------------------------------------------
Aetna Life Insurance and                 Connecticut           151 Farmington Avenue                  Same
Annuity Company                                                Hartford, CT 06156
-----------------------------------------------------------------------------------------------------------------------------------
Golden American Life Insurance           Delaware              1209 Orange Street                     1475 Dunwood Drive
Company                                                        Wilmington, DE 19801                   West Chester, PA 19380
-----------------------------------------------------------------------------------------------------------------------------------
Aetna Insurance Company of America       Florida               5100 West Lemon Street, Suite 213      151 Farmington Avenue
                                                               Tampa, FL 33609                        Hartford, CT 06156
-----------------------------------------------------------------------------------------------------------------------------------
Life Insurance Company of                Georgia               5780 Powers Ferry Road, N.W.           Same
Georgia                                                        Atlanta, GA 30327
-----------------------------------------------------------------------------------------------------------------------------------
Ameribest Life Insurance                 Georgia               5780 Powers Ferry Road, N.W.           909 Locust Street
Company                                                        Atlanta, GA 30327                      Des Moines, IA 50309
-----------------------------------------------------------------------------------------------------------------------------------
Midwestern United Life                   Indiana               8605 Kings Mill Place                  1290 Broadway
Insurance Company                                              Fort Wayne, IN 46804                   Denver, CO 80203-5699
-----------------------------------------------------------------------------------------------------------------------------------
Equitable Life Insurance                 Iowa                  909 Locust Street                      Same
Company of Iowa                                                Des Moines, IA 50309
-----------------------------------------------------------------------------------------------------------------------------------
ReliaStar Life Insurance                 Minnesota             20 Washington Avenue South             Same
Company                                                        Minneapolis, MN 55401
-----------------------------------------------------------------------------------------------------------------------------------
Security Connecticut Life                Minnesota             20 Washington Avenue South             20 Security Drive
Insurance Company                                              Minneapolis, MN 55401                  Avon, CT 06001
-----------------------------------------------------------------------------------------------------------------------------------
USG Annuity and Life Company             Oklahoma              c/o Horace Rhodes                      909 Locust Street
                                                               201 RS Kerr, Suite 600                 Des Moines, IA 50309
                                                               Oklahoma City, OK 73102
-----------------------------------------------------------------------------------------------------------------------------------
Southland Life Insurance                 Texas                 c/o CT Corp. System                    5780 Powers Ferry Road
Company                                                        350 North St. Paul Street              Atlanta, GA 30327
                                                               Dallas, TX 75201
-----------------------------------------------------------------------------------------------------------------------------------
United Life and Annuity                  Texas                 c/o CT Corp. System                    909 Locust Street
Insurance Company                                              350 North St. Paul Street              Des Moines, IA 50309
                                                               Dallas, TX 75201
-----------------------------------------------------------------------------------------------------------------------------------
Northern Life Insurance Company          Washington            1501 Fourth Ave., Suite 1000           Same
                                                               Seattle, WA 98101-3616
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                                                 EXHIBIT 10.A(l)


                  First Amendment to asset management agreement

     THIS FIRST  AMENDMENT TO ASSET  MANAGEMENT  AGREEMENT  (this  "Amendment"),
dated as of January 1, 2001, is by and between  GOLDEN  AMERICAN LIFE  INSURANCE
COMPANY, a Delaware  corporation (the "Client"),  and ING INVESTMENT  MANAGEMENT
LLC, a Delaware limited liability corporation ("ING-IM").


                                   WITNESSETH:

     WHEREAS, the Client and ING-IM are parties to that certain Asset Management
Agreement dated as of January 20, 1998 (the "Asset Management Agreement"); and

     WHEREAS,  the  Client  and  ING-IM  desire to amend  the  Asset  Management
Agreement with respect to the fees payable to ING-IM;

     NOW,  THEREFORE,  for and in consideration for the foregoing and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the Client and ING-IM agree that the Asset Management Agreement is
hereby amended,  effective  January 1, 2001, to replace Exhibit "C" of the Asset
Management Agreement with the attached Exhibit "C".

     IN WITNESS WHEREOF, the parties have executed this Amendment, as of the day
and year first above noted.


     CLIENT                         GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                    By:      /s/  David L. Jacobson
                                             ----------------------
                                    Name:         David L. Jacobson
                                    Title:        Senior Vice President


     ING-IM                         ING INVESTMENT MANAGEMENT LLC

                                    By:      /s/  Mark S. Jordhal
                                             --------------------
                                    Name:         Mark S. Jordhal
                                    Title:        President




<PAGE>






                                   EXHIBIT "B"

                            ING INVESTMENT MANAGEMENT

                              ADVISORY FEE SCHEDULE

                              AS OF JANUARY 1, 2003


Annual Advisory Fees (based on assets under management):
(minimum is $50,000 for small portfolios)
<TABLE>
<S>                               <C>                                                   <C>

-------------------------------------------------------------------------------- --------------------------------
                                  ASSET CLASS                                           BASIS PPOINT FEE
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      Public bonds, MBS, CMO-A, Passtroughs                                                25.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      private placements (investments grade)                                               25.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      Below investment grade                                                               44.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      Derivatives / Residuals / CMO-B                                                      65.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      Short Term Assets                                                                    25.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      Actively managed common stock and preferred stock                                    52.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      Indexed common stocks                                                                10.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      Commercial mortgages                                                                 25.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------

|X|      Real estate, foreclosed mortgages, and problem commercial loans                      69.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
                                                                                 1.8 b.p. for first $1.0
|X|      portfolio management and investment services (applied to all assets     billion and 0.8 b.p. for the
     under management per portfolio)                                             excess
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
                                                                                 5.0 b.p. in additional to the
|X|      separate accounts, segregated funds, and pension trusts                 asset class charge
-------------------------------------------------------------------------------- --------------------------------
</TABLE>


Production Fee (one-time fee assessed at close of transaction):
<TABLE>
<S>                               <C>                                                   <C>

-------------------------------------------------------------------------------- --------------------------------
                                  ASSET CLASS                                           BASIS PPOINT FEE
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      private placements (investments grade)                                               23.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      private placements (international - investment guide)                                33.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      private placements (BIG)                                                             40.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      commercial mortgages                                                                 16.7
-------------------------------------------------------------------------------- --------------------------------
</TABLE>



<PAGE>



                                   EXHIBIT "C"

                            ING INVESTMENT MANAGEMENT

                              ADVISORY FEE SCHEDULE

                              AS OF JANUARY 1, 1998


Annual Asset Management Fees (based on assets under management):
<TABLE>
<S>                               <C>                                                    <C>
--------------------------------------------------------------------------------- --------------------------------
                                  ASSET CLASS                                            BASIS PPOINT FEE
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      public bonds, MBS, CMO-A, preferred stock,                                            20.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
     mortgages and short term investments
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      private placements (investments grade)                                                20.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      below investment grade                                                                25.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      derivatives                                                                           50.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      CMO-B                                                                                 50.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------

|X|      actively managed common stock and other high yield stock programs                     50.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      indexed common stocks                                                                 10.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      commercial mortgages                                                                  20.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------

|X|      real estate, foreclosed mortgages, and problem commercial loans                       72.7
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
                                                                                  1.8 b.p. for first $1.0
|X|      portfolio management and investment services (applied to all assets      billion and 0.8 b.p. for the
     under management per portfolio)                                              excess
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
                                                                                  5.0 b.p. in additional to the
|X|      separate accounts, segregated funds, and pension trusts                  asset class charge
--------------------------------------------------------------------------------- --------------------------------
</TABLE>

Production Fee (one-time fee assessed at close of transaction):
(Excludes Equitable of Iowa)

<TABLE>
<S>                               <C>                                                    <C>
--------------------------------------------------------------------------------- --------------------------------
                                  ASSET CLASS                                            BASIS PPOINT FEE
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      private placements (investments grade)                                                20.7
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      private placements (international - investment guide)                                 30.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      private placements (BIG)                                                              40.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      commercial mortgages                                                                  16.7
--------------------------------------------------------------------------------- --------------------------------
</TABLE>



<PAGE>


                                                                 EXHIBIT 10.A(l)


                  First Amendment to asset management agreement

     THIS FIRST  AMENDMENT TO ASSET  MANAGEMENT  AGREEMENT  (this  "Amendment"),
dated as of January 1, 2001, is by and between  GOLDEN  AMERICAN LIFE  INSURANCE
COMPANY, a Delaware  corporation (the "Client"),  and ING INVESTMENT  MANAGEMENT
LLC, a Delaware limited liability corporation ("ING-IM").


                                   WITNESSETH:

     WHEREAS, the Client and ING-IM are parties to that certain Asset Management
Agreement dated as of January 20, 1998 (the "Asset Management Agreement"); and

     WHEREAS,  the  Client  and  ING-IM  desire to amend  the  Asset  Management
Agreement with respect to the fees payable to ING-IM;

     NOW,  THEREFORE,  for and in consideration for the foregoing and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the Client and ING-IM agree that the Asset Management Agreement is
hereby amended,  effective  January 1, 2001, to replace Exhibit "C" of the Asset
Management Agreement with the attached Exhibit "C".

     IN WITNESS WHEREOF, the parties have executed this Amendment, as of the day
and year first above noted.


     CLIENT                         GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                    By:      /s/  David L. Jacobson
                                             ----------------------
                                    Name:         David L. Jacobson
                                    Title:        Senior Vice President


     ING-IM                         ING INVESTMENT MANAGEMENT LLC

                                    By:      /s/  Mark S. Jordhal
                                             --------------------
                                    Name:         Mark S. Jordhal
                                    Title:        President




<PAGE>






                                   EXHIBIT "B"

                            ING INVESTMENT MANAGEMENT

                              ADVISORY FEE SCHEDULE

                              AS OF JANUARY 1, 2003


Annual Advisory Fees (based on assets under management):
(minimum is $50,000 for small portfolios)
<TABLE>
<S>                               <C>                                                   <C>

-------------------------------------------------------------------------------- --------------------------------
                                  ASSET CLASS                                           BASIS PPOINT FEE
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      Public bonds, MBS, CMO-A, Passtroughs                                                25.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      private placements (investments grade)                                               25.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      Below investment grade                                                               44.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      Derivatives / Residuals / CMO-B                                                      65.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      Short Term Assets                                                                    25.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      Actively managed common stock and preferred stock                                    52.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      Indexed common stocks                                                                10.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      Commercial mortgages                                                                 25.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------

|X|      Real estate, foreclosed mortgages, and problem commercial loans                      69.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
                                                                                 1.8 b.p. for first $1.0
|X|      portfolio management and investment services (applied to all assets     billion and 0.8 b.p. for the
     under management per portfolio)                                             excess
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
                                                                                 5.0 b.p. in additional to the
|X|      separate accounts, segregated funds, and pension trusts                 asset class charge
-------------------------------------------------------------------------------- --------------------------------
</TABLE>


Production Fee (one-time fee assessed at close of transaction):
<TABLE>
<S>                               <C>                                                   <C>

-------------------------------------------------------------------------------- --------------------------------
                                  ASSET CLASS                                           BASIS PPOINT FEE
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      private placements (investments grade)                                               23.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      private placements (international - investment guide)                                33.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      private placements (BIG)                                                             40.0
-------------------------------------------------------------------------------- --------------------------------
-------------------------------------------------------------------------------- --------------------------------
|X|      commercial mortgages                                                                 16.7
-------------------------------------------------------------------------------- --------------------------------
</TABLE>



<PAGE>



                                   EXHIBIT "C"

                            ING INVESTMENT MANAGEMENT

                              ADVISORY FEE SCHEDULE

                              AS OF JANUARY 1, 1998


Annual Asset Management Fees (based on assets under management):
<TABLE>
<S>                               <C>                                                    <C>
--------------------------------------------------------------------------------- --------------------------------
                                  ASSET CLASS                                            BASIS PPOINT FEE
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      public bonds, MBS, CMO-A, preferred stock,                                            20.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
     mortgages and short term investments
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      private placements (investments grade)                                                20.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      below investment grade                                                                25.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      derivatives                                                                           50.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      CMO-B                                                                                 50.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------

|X|      actively managed common stock and other high yield stock programs                     50.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      indexed common stocks                                                                 10.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      commercial mortgages                                                                  20.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------

|X|      real estate, foreclosed mortgages, and problem commercial loans                       72.7
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
                                                                                  1.8 b.p. for first $1.0
|X|      portfolio management and investment services (applied to all assets      billion and 0.8 b.p. for the
     under management per portfolio)                                              excess
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
                                                                                  5.0 b.p. in additional to the
|X|      separate accounts, segregated funds, and pension trusts                  asset class charge
--------------------------------------------------------------------------------- --------------------------------
</TABLE>

Production Fee (one-time fee assessed at close of transaction):
(Excludes Equitable of Iowa)

<TABLE>
<S>                               <C>                                                    <C>
--------------------------------------------------------------------------------- --------------------------------
                                  ASSET CLASS                                            BASIS PPOINT FEE
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      private placements (investments grade)                                                20.7
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      private placements (international - investment guide)                                 30.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      private placements (BIG)                                                              40.0
--------------------------------------------------------------------------------- --------------------------------
--------------------------------------------------------------------------------- --------------------------------
|X|      commercial mortgages                                                                  16.7
--------------------------------------------------------------------------------- --------------------------------
</TABLE>



<PAGE>


                                                                 EXHIBIT 10.A(m)
                        ADMINISTRATIVE SERVICES AGREEMENT


     This Service  Agreement  (this  "Agreement"),  dated as of March 1, 2003 is
entered into by and between  ReliaStar Life Insurance Company of New York, a New
York insurance  company  ("Company") and the affiliated  companies  specified in
Exhibit A hereto (each such  affiliated  company  referred to herein as "Service
Provider").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  the parties are affiliates under the common control of ING Groep,
N.V.; and

     WHEREAS,  each Service  Provider  possesses  certain  resources,  including
experienced  personnel,  facilities and  equipment,  which enables it to provide
certain administrative, management, professional, advisory, consulting and other
services to support the Company's business; and

     WHEREAS, Company desires Service Provider to perform certain administrative
and other services as more fully described below (collectively,  "Services") for
the Company in its insurance  operations,  as Company may request, such Services
to be provided  either  directly by Service  Provider or by third  parties  with
which Service Provider has negotiated  agreements for the benefit of the Company
and other affiliates; and

     WHEREAS,  for the  convenience  of the parties,  each Service  Provider and
Company  wish  to  enter  into  a  single  contract  which  will  establish  the
contractual  rights and obligations as between each Service Provider and Company
but not as between the Service Providers; and

     WHEREAS,  Service  Provider  and  the  Company  contemplate  that  such  an
arrangement will achieve certain operating economies and improve Services to the
benefit of the Company; and

     WHEREAS,  Service  Provider  and the  Company  wish to assure  that (i) all
charges  incurred  hereunder for Services are reasonable and in accordance  with
the requirements of New York Insurance Department Regulation No. 33; and (ii) to
the extent practicable,  such charges reflect actual costs and are arrived at in
a fair and equitable  manner;  and (iii)  charges  reflecting  estimated  costs,
whenever  used,  are adjusted  periodically,  to bring them into  alignment with
costs actually incurred; and

     NOW, THEREFORE, in consideration of the premises and of the mutual promises
set forth  herein,  and  intending  to be legally  bound  thereby,  each Service
Provider and the Company agree as follows.

     1.   PEFORMANCE OF SERVICES.

     (a)  Provision of  Services.  Subject to the terms and  conditions  of this
Agreement,  Service  Provider  agrees,  to the extent  requested by Company,  to
provide such

<PAGE>







     Services as described in Exhibit B, and as specified to be provided by such
Service Provider in Exhibit C ("Services"), for Company as Company determines to
be  reasonably  necessary in the conduct of its  insurance  operations.  Service
Provider may also  negotiate with third parties for such Services to be provided
pursuant to agreements for the benefit of Company and affiliates.

     (b) Performance  Standards.  Service  Provider agrees that in performing or
providing functions or services hereunder,  it shall use that degree of ordinary
care and  reasonable  diligence that an  experienced  and qualified  provider of
similar services would use acting in like  circumstances  and experience in such
matters  and  in  accordance  with  the  standards,   practices  and  procedures
established  by Service  Provider for its own business.  Service  Provider shall
perform services  according to servicing  standards of the Company or such other
standards  as may be mutually  agreed upon by the Company and Service  Provider.
Service  Provider  shall  comply  with all laws,  regulations,  rules and orders
applicable to (i) the Company with respect to the services provided hereunder or
(ii) Service Provider. Service Provider agrees to maintain sufficient facilities
and trained  personnel of the kind  necessary to perform the services under this
Agreement.

     (c)  Underwriting.  With  respect  to any  underwriting  services  that are
provided  to Company by  Service  Provider  pursuant  to this  Agreement,  it is
understood  that (i) Service  Provider shall provide such services in accordance
with Company's  underwriting  guidelines and procedures;  and (ii) Company shall
retain all final underwriting authority.

     (d) Collection and Handling of Premiums and Other Funds. With regard to the
collection  of  premiums,  deposit  and  other  remittances  from  policyholders
(including  payment of  principal  or interest  on contract  loans) and from any
collection facility,  including intermediaries and other persons or institutions
that receive remittances with respect to Company's business Company shall either
(i) perform these  services on its own behalf;  (ii) shall  establish a lock-box
bank  arrangement  in its name for the deposit of amounts  collected and Service
Provider employees shall direct the disbursement of funds from the lock-box bank
arrangement;  or (iii) in the event a  lock-box  bank  arrangement  is not used,
Service  Provider  shall  act in a  fiduciary  capacity  with  respect  to  such
payments,  hold such payments for the benefit of Company, and after the required
processing of such payments,  will  immediately  deposit such payments in one or
more bank accounts established by Company and subject to the control of officers
of Company.

     (e) Claims  Processing.  It is understood  that (i) Service  Provider shall
provide such services in accordance  with the claims  guidelines  and procedures
established and approved by Company's  Board of Directors or committees  thereof
from time to time and  communicated  in writing to Service  Provider by Company;
and (ii) Company shall retain final approval  authority for all claims.  Payment
of claims shall be made using Company's  checks.  In performing  claims services
for Company  pursuant  to this  Agreement,  Service  Provider  shall  obtain and
maintain all  necessary  licenses  and permits  required in order to comply with
applicable laws and regulations,  including an independent adjuster's license as
appropriate.



<PAGE>



     (f)  Personal  Contact or  Communication  with  Company  Policyholders.  In
providing services with respect to this Agreement,  Service Provider agrees that
any and all  personal  contact or  communication,  both oral and  written,  with
Company  policyholders,  insureds,  beneficiaries and applicants will be done in
the name of and on behalf of Company.  (As used herein, the term "policyholders"
shall include  annuity  contractholders  and the term  "policies"  shall include
annuity  contracts.)  No mention of  Service  Provider  will be made in any such
personal  contact  or  communication  with  Company   policyholders,   insureds,
beneficiaries or applicants.  Service Provider agrees to use Company  letterhead
for all such written communications. Service Provider further agrees that if any
of its employees who have direct contact with Company  policyholders,  insureds,
beneficiaries  or applicants  perform such services from a location  outside the
State of New York,  Service  Provider  will  establish  and maintain a toll free
telephone number for use by Company policyholders,  insureds,  beneficiaries and
applicants.

     (g)  Capacity  of  Personnel  and Status of  Facilities.  Whenever  Service
Provider utilizes its employees to perform Services for Company pursuant to this
Agreement,  such  personnel  shall at all  times  remain  employees  of  Service
Provider subject solely to its direction and control, and Service Provider shall
alone  retain full  liability to such  employees  for their  welfare,  salaries,
fringe benefits, legally required employer contributions and tax obligations. No
facility of Service  Provider used in performing  Services for or subject to use
by Company shall be deemed to be  transferred,  assigned,  conveyed or leased by
such performance or use pursuant to this Agreement.

     (h) Exercise of Judgment in Rendering  Services.  In providing any Services
hereunder  that  require the exercise of judgment by Service  Provider,  Service
Provider  shall  perform any such Service in  accordance  with the standards set
forth herein and any additional  guidelines Company develops and communicates to
Service Provider.  In performing any Services hereunder,  Service Provider shall
at all times act in a manner  reasonably  calculated  to be in or not opposed to
the best interests of Company.

     (i) Control.  The  performance of Services by Service  Provider for Company
pursuant to this  Agreement  shall in no way impair the absolute  control of the
business  and  operations  of Service  Provider  or Company by their  respective
Boards of Directors.  Service  Provider  shall act hereunder so as to assure the
separate  operating  identity of Company.  The  performance of Service  Provider
under this  Agreement  with respect to the business  and  operations  of Company
shall at all times be  subject  to the  direction  and  control  of the Board of
Directors of Company.

     (j)  Promotional,   sales  and  advertising  materials.  Company  shall  be
responsible for all promotional,  sales and advertising  materials.  Pursuant to
New York  Insurance  Department  Regulation  34-A,  Company is  responsible  for
issuing the final  approval  of all of its  promotional,  sales and  advertising
materials  prior to its use.  Service  Provider shall use only such documents as
have been approved by Company. Company shall maintain all promotional, sales and
advertising  materials  at its home office and in  accordance  with the New York
Insurance Department Regulation 34-A.



<PAGE>



     2.   CHARGES; PAYMENTS.

     (a)  Charges.  Company  agrees to  reimburse  Service  Provider at cost for
services and facilities provided by Service Provider pursuant to this Agreement.
The charge to Company for such services and facilities  shall include all direct
and  indirectly  allocable  expenses.  The  methods for  allocating  expenses to
Company shall be determined in accordance  with the  requirements  prescribed in
Department  Regulation  No. 33. Such  methods  shall be modified and adjusted by
mutual  agreement where necessary or appropriate to reflect fairly and equitably
the actual incidence of cost incurred by Service Provider on behalf of Company.

     (b) Payments.  Service Provider shall submit to Company within fifteen (15)
days  of the end of  each  calendar  month a  written  statement  of the  amount
estimated to be owed by Company for services and the use of facilities  pursuant
to this  Agreement  in that  calendar  month,  and Company  shall pay to Service
Provider  within fifteen (15) days following  receipt of such written  statement
the amount set forth in the  statement.  Within sixty (60) days after the end of
each  calendar  year,  Service  Provider  shall submit to Company a statement of
actual  apportioned  expenses for such prior calendar year showing the basis for
the  apportionment  of each item.  Company may request a written  statement from
Service Provider setting forth, in reasonable detail, the nature of the services
rendered  or expense  incurred  and other  relevant  information  to support the
charge. Any difference between the amount of the estimated  apportioned expenses
paid by Company and the amount of the actual apportioned  expenses shall be paid
to either the Service  Provider or Company,  as the case may be, within  fifteen
(15) days of the statement of actual apportioned expenses.

     3.   RECORDS.

     (a)  Maintenance  of Books.  The Service  Provider  and Company  each shall
maintain  its own  books,  accounts  and  records  in such a way as to  disclose
clearly and accurately the nature and detail of the  transactions  between them,
including   such   accounting   information  as  is  necessary  to  support  the
reasonableness of charges under this Agreement,  and such additional information
as Company may reasonably  request for purposes of its internal  bookkeeping and
accounting  operations.  Service  Provider  shall keep such  books,  records and
accounts  insofar  as they  pertain  to the  computation  of  charges  hereunder
available for audit, inspection and copying by Company and persons authorized by
it or any  governmental  agency  having  jurisdiction  over  Company  during all
reasonable business hours.

     (b)  Ownership  and  Custody of  Records.  All  records,  books,  and files
established  and maintained by Service  Provider by reason of its performance of
services under this Agreement,  which absent this Agreement would have been held
by the  Company,  shall be  deemed  the  property  of the  Company  and shall be
maintained in accordance with applicable law and regulation,  including, but not
limited to, Regulation No.152.  Such records should be available,  during normal
business hours, for inspection by Company, anyone authorized by the Company, and
any governmental  agency that has regulatory  authority over Company's  business
activities.  Copies  of such  records,  books and files  shall be  delivered  to
Company  on  demand.  All such  records,  books  and  files  shall  be  promptly
transferred to Company by Service  Provider upon  termination of this Agreement,

<PAGE>

or to the new Service Provider in the event a service is provided by a different
Service Provider.  Service Provider shall maintain appropriate disaster recovery
processes and procedures,  including  provision of access to back up records and
to a disaster recovery site for records.

     (c) Accounting Services. All records shall be maintained in accordance with
New York Insurance Department  Regulation No. 152 (11 NYCRR 243). In addition to
the foregoing,  a computer  terminal,  which is linked to the electronic  system
that  generates  the  electronic  records  that  constitute  Company's  books of
account, shall be kept and maintained at Company's principal office in New York.
During all normal business  hours,  there shall be ready  availability  and easy
access through such terminal (either  directly by New York Insurance  Department
personnel or indirectly  with the aid of Company's  employees) to the electronic
media used to maintain the records  comprising  Company's books of account.  The
electronic records shall be in a readable form.

     Service Provider shall maintain format  integrity and  compatibility of the
electronic records that constitute Company's books of account. If the electronic
system that  created  such  records is to be replaced by a system with which the
records would be incompatible,  Service Provider shall convert such pre-existing
records to a format that is compatible with the new system.

     Service  Provider  shall maintain  acceptable  backup (hard copy or another
durable medium, as defined in Regulation No. 152, as long as the means to access
the durable  medium is also  maintained  at Company's  principal  office) of the
records constituting  Company's books of account. Such backup shall be forwarded
to  Company  on a monthly  basis  and  shall be  maintained  by  Company  at its
principal  office in New York. If the  electronic  system being used to maintain
the records which comprise  Company's  accounting records is to be replaced by a
system incompatible with the existing system, Service Provider shall ensure that
all pre-existing records are accessible with the new system.

     (d) Audit.  Company and persons authorized by it or any governmental agency
having  jurisdiction over Company shall have the right, at Company's expense, to
conduct an audit of the relevant books, records and accounts of Service Provider
upon giving  reasonable  notice of its intent to conduct  such an audit.  In the
event of such audit,  Service  Provider  shall give to the party  requesting the
audit  reasonable  cooperation  and access to all books,  records  and  accounts
necessary to audit during normal business hours.

     4. RIGHT TO CONTRACT WITH THIRD PARTIES.  Nothing herein shall be deemed to
grant Service  Provider an exclusive right to provide Services to Company to the
extent not requested by Company pursuant to this Agreement,  and Company retains
the right to contract with any third party, affiliated or unaffiliated,  for the
performance of services or for the use of facilities as are available to or have
been  requested by Company  pursuant to this  Agreement.  Service  Provider with
Company's consent,  shall have the right to subcontract with any third party for
the performance of Services  requested by Service Provider provided that Service
Provider shall remain  responsible  for the  performance of services by any such
subcontractors;  and  provided  further  that the charges for any such  services
subcontracted  to an affiliate  shall be  determined on one or more of the bases
described in Paragraph 2.

<PAGE>

     5.   TERMINATION.

     (a) Termination.  This Agreement shall remain in effect until terminated in
whole or in part by either  Company or Service  Provider upon giving ninety (90)
days or more advance  written  notice,  provided that electronic data processing
services  shall not be  terminated  by either party until one hundred and eighty
(180) days or more advance written notice of  termination.  Subject to the terms
(including  any  limitations  and  restrictions)  of  any  applicable   software
licensing  agreement then in effect between  Service  Provider and any licensor,
Service Provider shall,  upon termination of this Agreement,  grant to Company a
perpetual license, without payment of any fee, in any electronic data processing
software  developed or used by Service  Provider in connection with the services
provided to Company  hereunder,  if such software is not commercially  available
and is  necessary,  in  Company's  reasonable  judgment,  for Company to perform
subsequent to termination the functions provided by Service Provider  hereunder.
Upon  termination,  Service Provider shall promptly deliver to Company all books
and records that are, or are deemed by this Agreement, the property of Company.

     (b) Settlement  upon  termination.  No later than sixty (60) days after the
effective date of termination of this Agreement  Service  Provider shall deliver
to Company detailed written statements for all charges incurred and not included
in any previous  statements to the effective  date of  termination.  The amounts
owed or to be refunded  hereunder  shall be due and payable  within fifteen (15)
days of receipt of such  statements,  unless  Company sends written  notice that
such amounts are disputed.

     6.   ARBITRATION.

     (a)  Any  dispute  or   difference   with  respect  to  the   operation  or
interpretation  of this Agreement on which an amicable  understanding  cannot be
reached  shall be settled  by  arbitration  in  accordance  with the  Commercial
Arbitration  Rules of the American  Arbitration  Association  and the  Expedited
Procedures thereof.

     (b) The  arbitration  shall be held in New York,  New York,  or such  other
place as may be mutually  agreed between Company and Service  Provider,  and the
arbitration  panel  shall  consist  of three  arbitrators  who must be active or
retired executive officers of life insurance companies other than the parties to
this Agreement, their affiliates or subsidiaries. Service Provider shall appoint
one arbitrator and Company the second.  Such  arbitrators  shall then select the
third arbitrator before arbitration commences. Should one of the parties decline
to appoint an arbitrator or should the two  arbitrators  be unable to agree upon
the  choice  of a  third,  such  appointment  shall  be  left  to  the  American
Arbitration Association.

     (c)  Decisions  of the  arbitrators  shall be by majority  vote.  The award
rendered by the  arbitrators  shall be final and binding upon the  parties,  and
judgment upon the award rendered by the  arbitrators may be entered in any Court
having  jurisdiction  thereof.  Each  party  shall  bear  its own  costs  of the
arbitration,  except that the fees of the arbitrators  shall be borne equally by
the parties.

<PAGE>

     7. CONTACT  PERSON(S).  Service  Provider and Company  shall appoint one or
more  individuals  who shall  serve as  contact  person(s)  for the  purpose  of
carrying out this Agreement.  Such contact  person(s) shall be authorized to act
on behalf of their  respective  parties  as to the  matters  pertaining  to this
Agreement.  Effective  upon  execution of this  Agreement,  the initial  contact
person(s) shall be as set forth in Exhibit A. Each party shall notify the other,
in writing,  as to the name, address and telephone number of any replacement for
any such designated contact person.

     8. NOTICE. All notices, statements or requests provided for hereunder shall
be in writing and shall be deemed to have been given when  delivered  by hand to
the  person  designated  in  Exhibit  A for such or when  sent by  certified  or
registered  mail,   postage  prepaid  or  overnight   courier  service  or  upon
confirmation of transmission if sent by telecopier or e-mail to such person.

     9. WAIVER.  The failure of Service  Provider or Company to insist on strict
compliance  with this  Agreement,  or to exercise any right or remedy under this
Agreement,  shall not  constitute  a waiver of any  rights  provided  under this
Agreement,  nor estop the parties from  thereafter  demanding  full and complete
compliance nor prevent the parties from exercising such a right or remedy in the
future.

     10.  CONFLICT WITH LAW. The invalidity or  unenforceability  of any term or
provision of this Agreement shall not affect the validity or  enforceability  of
any other term or provision hereof. If any provision of this Agreement should be
invalidated or superseded by specific law or regulation,  such law or regulation
shall  control to the extent of such  conflict  without  affecting the remaining
provisions of this Agreement.

     11. NO THIRD PARTY BENEFICIARIES. Except as otherwise specifically provided
for herein,  nothing in this Agreement is intended or shall be construed to give
any person,  other than the  parties  hereto,  their  successors  and  permitted
assigns,  any legal or equitable  right,  remedy or claim under or in respect of
this Agreement or any provision contained herein.

     12.  RELATIONSHIP  OF THE PARTIES.  This  Agreement  creates no contractual
relationship  between the Service Providers party hereto,  and the provisions of
this  Agreement  shall apply solely to each  Service  Provider and Company as if
each  Service  Provider  had  entered  into a separate  agreement  with  Company
conforming  to this  Agreement.  Nothing  contained in this  Agreement  shall be
construed to create the  relationship  of joint venture or  partnership  between
Service Provider and Company.  Service Provider is an independent contractor and
shall be free,  subject  to the  terms  and  conditions  of this  Agreement,  to
exercise judgment and discretion with regard to the conduct of business.

     13.  ASSIGNMENT.  This  Agreement  shall be  binding  upon and inure to the
benefit of the parties hereto and their respective successors, permitted assigns
and legal representatives.  Neither this Agreement, nor any right hereunder, may
be  assigned by Service  Provider  or Company (in whole or in part)  without the
prior written consent of the other.

<PAGE>

     14. ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire  agreement
between the parties, and no other agreement,  statement or promise not contained
in this Agreement shall be valid or binding.

     15.  AMENDMENT.  This  Agreement  may be amended only by mutual  consent in
writing signed by both parties.

     16. SECTION HEADINGS.  Section headings  contained herein are for reference
purposes  only and  shall not  affect  the  meaning  or  interpretation  of this
Agreement.

     17.  COUNTERPARTS.  This  Agreement may be executed in one or more separate
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     18.  GOVERNING LAW. This Agreement is entered into pursuant to and shall be
governed by,  interpreted  under,  and the rights of the parties  determined  in
accordance with, the laws of the State of New York.

     19. PRIVACY RIGHTS. The parties each hereby acknowledge and agree to comply
with all confidentiality and security obligations imposed on them, in connection
with the collection, use, disclosure,  maintenance and transmission of personal,
private,  health or financial  information  about  individual  policyholders  or
benefit recipients,  including without limitation, those laws currently in place
and those that may become  effective during the term hereof,  including  without
limitation,   the  following:   Gramm-Leach-Bliley  Act,  the  Health  Insurance
Portability and  Accountability  Act of 1996, IICFA Internet Security Policy and
any  other  applicable  Federal  laws and  regulations  or  applicable  laws and
regulations  as enacted in various  states and any existing and future rules and
regulations promulgated  thereunder.  The parties each agree to comply therewith
and to fully  cooperate  with each  other and their  contractors  to the  extent
reasonably  necessary  to allow  the  other  (and  such  contractors)  to comply
therewith.  Service  Provider  shall  immediately  report to Company  any use or
disclosure of any  information  in violation of this  Agreement of which Service
Provider becomes aware.

     20.  CONFIDENTIALITY  (a)  Service  Provider  and  Company  agree  that all
non-public  information  pertaining  to the  business  of either  party,  and to
policyholders  or claimants  under any insurance  policy,  shall be confidential
and, unless specifically  designated otherwise, be held in strict confidence and
not disclosed to any (i) non-affiliated third party unless written authorization
to make such  disclosure  has been  given by the  appropriate  party,  or unless
required by law, rule, regulation,  a lawful order of a governmental or judicial
entity;  or (ii) contractor,  unless all of the following are satisfied (A) such
use or disclosure is permitted herein in connection with the Services,  (B) such
use or  disclosure  is  necessary  in  connection  therewith,  (C)  such  use or
disclosure  complies with the privacy rights provision in Section 21 hereof, and
(D) such use or  disclosure  is only to those  contractors  who agreed to comply
with the terms  herewith  in a written  confidentiality  agreement.  The parties
further agree that any such confidential  information acquired during the course
of this Agreement shall continue to be treated as confidential information for a
period of five (5) years from the termination of this Agreement.

<PAGE>

     (b) The parties agree that the  requirement of  confidentiality  under this
Agreement  also  applies to their  employees  and  agents.  Each party shall use
reasonable  efforts  to  assure  that its  employees  and  agents  adhere to the
confidentiality  requirements  set forth  herein.  It is agreed by the  parties,
however,  that use and disclosure of  confidential  information by employees and
agents is authorized to the extent necessary to carry out the terms and purposes
of this Agreement.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
in duplicate by their respective duly authorized officers below.

                                    ReliaStar Life Insurance Company of New York

                                    By: /s/ Paula Cludray-Engelke
                                        ----------------------------------------
                                    Name:   Paula Cludray-Engelke
                                    Title:  Secretary


                                    Equitable Life Insurance Company of Iowa

                                    By: /s/ Paula Cludray-Engelke
                                        ----------------------------------------
                                    Name:   Paula Cludray-Engelke
                                    Title:  Secretary


                                    Golden American Life Insurance Company

                                    By: /s/ Paula Cludray-Engelke
                                        ----------------------------------------
                                    Name:   Paula Cludray-Engelke
                                    Title:  Secretary


                                    ING Financial Advisers, LLC

                                    By: /s/ John F. Todd
                                        ----------------------------------------
                                    Name:   John F. Todd
                                    Title:  Assistant Secretary


                                    ING Life Insurance and Annuity Company

                                    By: /s/ Paula Cludray-Engelke
                                        ----------------------------------------
                                    Name:   Paula Cludray-Engelke
                                    Title:  Secretary


                                    ING North America Insurance Corporation

                                    By: /s/ John F. Todd
                                        ----------------------------------------
                                    Name:   John F. Todd
                                    Title:  Assistant Secretary



                                    ReliaStar Life Insurance Company

                                    By: /s/ Paula Cludray-Engelke
                                        ----------------------------------------
                                    Name:   Paula Cludray-Engelke
                                    Title:  Secretary


                                    Security Connecticut Life Insurance Company

                                    By: /s/ Paula Cludray-Engelke
                                        ----------------------------------------
                                    Name:   Paula Cludray-Engelke
                                    Title:  Secretary


                                    Security Life of Denver Insurance Company

                                    By: /s/ Paula Cludray-Engelke
                                        ----------------------------------------
                                    Name:   Paula Cludray-Engelke
                                    Title:  Secretary


                                    Southland Life Insurance Company

                                    By: /s/ Paula Cludray-Engelke
                                        ----------------------------------------
                                    Name:   Paula Cludray-Engelke
                                    Title:  Secretary


<PAGE>



                                LIST OF EXHIBITS

A        Service Providers

B-1      Underwriting and New Business Processing Services

B-2      Producer Licensing, Contracting and Compensation Services

B-3      Policyowner and Claims Processing Services

B-4      Business Unit Actuarial and Financial Management Services

B-5      Information Services

B-6      Legal, Risk Management and Compliance Services

B-7      Human Resource Services

B-8      Marketing and Sales Promotion Services

B-9      Tax Services

B-10     Reinsurance Management and Administration Services

B-11     Management Services

B-12     Procurement,  Supply,  Printing,  Record,  File, Mail, Supply and Real
         Estate Management Services

B-13     Corporate Accounting, Finance and Treasury Services

B-14     Pricing, Trading, Performance Reporting and Accounting Services for
         Variable Products

C        Services Chart


<PAGE>



                                    Exhibit A
                                SERVICE PROVIDERS
<TABLE>
<S>                      <C>                               <C>                                                     <C>

----------------------------------------------- ----------------------------------------------------- ---------------------------
                         COMPANY                           CONTACT                                               NOTICE
----------------------------------------------- ----------------------------------------------------- ---------------------------
----------------------------------------------- ----------------------------------------------------- ---------------------------
ReliaStar Life Insurance Company of New York    William Bonneville                                    Principal Legal Counsel
1000 Woodbury Road, Suite 102                   ReliaStar Life Insurance Company of New York          ReliaStar Life Insurance
Woodbury, NY 11797                              1000 Woodbury Road, Suite 102                         Company of New York
                                                Woodbury, NY 11797                                    1000 Woodbury Road, Suite 102
                                                                                                      Woodbury, NY 11797
------------------------------------------------ ---------------------------------------------------- -----------------------------
------------------------------------------------ ---------------------------------------------------- -----------------------------
                    SERVICE PROVIDER                       CONTACT                                                NOTICE
----------------------------------------------- ----------------------------------------------------- -----------------------------
----------------------------------------------- ----------------------------------------------------- -----------------------------
Equitable Life Insurance Company of Iowa        Keith Gubbay                                          Principal Legal Counsel
909 Locust Street                               Equitable Life Insurance Company of Iowa              Equitable Life Insurance
Des Moines, IA 50309                            909 Locust Street                                     Company of Iowa
                                                Des Moines, IA 50309                                  909 Locust Street
                                                                                                      Des Moines, IA 50309
----------------------------------------------- ----------------------------------------------------- -----------------------------
----------------------------------------------- ----------------------------------------------------- -----------------------------
Golden American Life Insurance Company          Keith Gubbay                                          Principal Legal Counsel
1475 Dunwood Drive                              Golden American Life Insurance Company                Golden American Life
West Chester, PA 19380                          1475 Dunwood Drive                                    Insurance Company
                                                West Chester, PA 19380                                1475 Dunwood Drive
                                                                                                      West Chester, PA 19380
----------------------------------------------- ----------------------------------------------------- -----------------------------
----------------------------------------------- ----------------------------------------------------- -----------------------------
ING Financial Advisers LLC                      Bess Twyman                                           Principal Legal Counsel
151 Farmington Avenue                           ING Financial Advisers LLC                            ING Financial Advisers LLC
Hartford, CT 06156                              151 Farmington Avenue                                 151 Farmington Avenue
                                                Hartford, CT 06156                                    Hartford, CT 06156
----------------------------------------------- ----------------------------------------------------- -----------------------------
----------------------------------------------- ----------------------------------------------------- -----------------------------
ING Life Insurance and Annuity Company          Keith Gubbay                                          Principal Legal Counsel
151 Farmington Avenue                           ING Life Insurance and Annuity Company                ING Life Insurance and
Hartford, CT 06156                              151 Farmington Avenue                                 Annuity Company
                                                Hartford, CT 06156                                    151 Farmington Avenue
                                                                                                      Hartford, CT 06156
----------------------------------------------- ----------------------------------------------------- -----------------------------
----------------------------------------------- ----------------------------------------------------- -----------------------------
ING North America Insurance Corporation         Scott Burton                                          Principal Legal Counsel
5780 Powers Ferry Road, NW                      ING North America Insurance Corporation               ING North America Insurance
Atlanta, GA 30327                               5780 Powers Ferry Road, NW                            Corporation
                                                Atlanta, GA 30327                                     5780 Powers Ferry Road, NW
                                                                                                      Atlanta, GA 30327
----------------------------------------------- ----------------------------------------------------- -----------------------------
----------------------------------------------- ----------------------------------------------------- -----------------------------
ReliaStar Life Insurance Company                Keith Gubbay                                          Principal Legal Counsel
20 Washington Avenue South                      ReliaStar Life Insurance Company                      ReliaStar Life Insurance
Minneapolis, MN 55401                           20 Washington Avenue South                            Company
                                                Minneapolis, MN 55401                                 20 Washington Avenue South
                                                                                                      Minneapolis, MN 55401
----------------------------------------------- ----------------------------------------------------- -----------------------------
----------------------------------------------- ----------------------------------------------------- -----------------------------
Security Connecticut Life Insurance Company     Keith Gubbay                                          Principal Legal Counsel
20 Security Drive                               Security Connecticut Life Insurance Company           Security Connecticut Life
Avon, CT 06001                                  20 Security Drive                                     Insurance Company
                                                Avon, CT 06001                                        20 Security Drive
                                                                                                      Avon, CT 06001
----------------------------------------------- ----------------------------------------------------- -----------------------------
----------------------------------------------- ----------------------------------------------------- -----------------------------
Security Life of Denver Insurance Company       Keith Gubbay                                          Principal Legal Counsel
1290 Broadway                                   Security Life of Denver Insurance Company             Security Life of Denver
Denver, CO 80203                                1290 Broadway                                         Insurance Company
                                                Denver, CO 80203                                      1290 Broadway
                                                                                                      Denver, CO 80203
----------------------------------------------- ----------------------------------------------------- -----------------------------
----------------------------------------------- ----------------------------------------------------- -----------------------------
Southland Life Insurance Company                Keith Gubbay                                          Principal Legal Counsel
5780 Powers Ferry Road, NW                      Southland Life Insurance Company                      Southland Life Insurance
Atlanta, GA 30327                               5780 Powers Ferry Road, NW                            Company
                                                Atlanta, GA 30327                                     5780 Powers Ferry Road, NW
                                                                                                      Atlanta, GA 30327
---------------------------------------------------------- ----------------------------------------------------- ------------------
</TABLE>


<PAGE>



                                   Exhibit B-1

                Underwriting and New Business Processing Services


Services related to underwriting and new business processes including:

     1.   Underwriting and risk consulting services.

     2.   Analysis of underwriting standards.

     3.   Assistance and advice in the  development of appropriate  underwriting
          standards in accordance with all laws and regulations of the Company's
          state.

     4.   Perform underwriting in accordance with Company guidelines.

     5.   Provide medical and/or technical support and advice to underwriting.

     6.   Approve for issue all applications which meet underwriting criteria.

     7.   Process all approved  applications  and issue and deliver  policies to
          policyholders.

     8.   Financial and other reporting in connection with  underwriting and new
          business processing.



<PAGE>



                                   Exhibit B-2

            Producer Licensing, Contracting and Compensation Services

Services related to producer licensing and contracting including:

     1.   Assist with pre-appointment investigations of producers.

     2.   Administer  producer  licenses,  and contracts and maintain a computer
          database for license and contract status.

     3.   Assist in  development  of and administer  producer  compensation  and
          commission accounting.


<PAGE>



                                   Exhibit B-3
                   Policyowner and Claims Processing Services

Services related to policyowner and claims processing including:

     1.   Billing,  collection,  administration  and  accounting  for  premiums,
          contract  payments and  withdrawals,  and  maintenance of customer and
          beneficiary accounts.

     2.   Customer service including response to customer inquiries by telephone
          or  letter,  administration  of changes to  customer  and  beneficiary
          accounts.

     3.   Administration of policy changes.

     4.   Administration  and  customer  support  for  claims,   annuitizations,
          rollovers,    contract   payouts,   distribution   of   benefits   and
          conservation.

     5.   Processing claims and/or  rendering,  medical or technical support and
          advice relating to the processing, settlement and payment of claims.

     6.   Surrender, lapse and maturity processing.

     7.   Financial and other reporting in connection with premiums, policyowner
          and processing services.


<PAGE>



                                   Exhibit B-4
            Business Unit Actuarial and Financial Management Services

Actuarial and financial management related services including:

     1.   Actuarial  consulting  services,  including  clerical,  technical  and
          product actuarial support and product development support.

     2.   Preparing  actuarial  reports,  opinions and memoranda and  assistance
          with asset/liability management and cash flow testing.

     3.   Conducting product experience studies.

     4.   Preparing reserve calculations and valuations.

     5.   Development of new products.

     6.   Evaluation of product performance versus expectations.

     7.   Consultation  and  technical  assistance  in all  matters  relating to
          corporate financing, cash management, financial analysis and financial
          systems and programming.

     8.   Internal  and  external  management   reporting  services,   including
          coordination of annual planning process, preparation and consolidation
          of monthly operation results,  management and policyholder information
          reports (e.g.,  annual reports),  maintenance of reporting systems and
          provision of cost account reports and services.

     9.   Premium accounting.

     10.  Assisting in  development  of budgets,  business  plans and  financial
          models.

     11.  Determine  and make entries,  and prepare  books of account  including
          general ledgers,  transaction ledgers and trial balances which will be
          reviewed for accuracy by officers of Company.

     12.  Prepare financial statements and reports,  including annual, quarterly
          and monthly GAAP and statutory financial statements.

     13.  Enter data regarding customer records  information  related to premium
          or annuity  considerations  sent to  lockboxes,  provided that Company
          will  verify  that all  such  information  is  accurate  and  properly
          reflected.

     14.  Arrange  bank  accounts  in the  name  and  control  of  Company,  and
          processing  receipts and  disbursements  subject to the  direction and
          control of Company  subject to the  provisions  of Section 1(d) of the
          Agreement.

     15.  Commission  accounting,   including  calculation  of  commissions  and
          generation and delivery of checks.


<PAGE>



                                   Exhibit B-5
                              Information Services

Services related to information management including:

     1.   Professional, technical, supervisory, programming and clerical support
         for information services.

     2.   Informational   and  computer   services  may  be  in  the  nature  of
          applications  and programming  support,  enhancing  existing  systems,
          helping to install new systems.

     3.   Develop data processing systems strategy.

     4.   Implement systems strategy.

     5.   Program computers.

     6.   Provide data center  services,  including  maintenance  and support of
          mainframe and distribution process hardware and software.

     7.   Standard  systems  for  product   administration,   accounts  payable,
          accounting  and financial  reporting,  human  resource  management and
          inventory control.

     8.   Manage data and voice communications systems.

     9.   Manage local area networks and other desktop software and systems.

     10.  Provide  data  security  and  maintain   effective  disaster  recovery
          program.

     11.  Purchase hardware, software and supplies.


<PAGE>



                                   Exhibit B-6
                 Legal, Risk Management and Compliance Services

Services related to legal, risk management and compliance including:

     1.   Provide counsel, advice and assistance in any matter of law, corporate
          governance  and  governmental   relations,   including   advisory  and
          consulting  services,  in connection with the maintenance of corporate
          existence, licenses, dealings with regulatory agencies, development of
          products,   contracts   and  legal   documents,   product   approvals,
          registration and filing of insurance and securities products, handling
          of claims and matters involving legal controversy, assist with dispute
          resolution,  select,  retain and manage  outside  counsel  and provide
          other legal services as reasonably required or requested.

     2.   Provide   assistance  in  any  matter  relating  to  risk  management,
          including  procurement  of fidelity  bond  insurance,  blanket  bonds,
          general liability insurance, property damage insurance, directors' and
          officers' liability  insurance,  workers  compensation,  and any other
          insurance purchased by the Company.

     3.   Assist in the development  and  maintenance of a corporate  compliance
          program  and a state  insurance  fraud  reporting  program.  Assist in
          maintaining  appropriate  records and systems in  connection  with the
          Company's compliance obligations under applicable state law.

     4.   Provide assistance with internal audit including review of operational
          procedures,   performance  of  compliance  tests,  and  assistance  to
          independent auditors.


<PAGE>



                                   Exhibit B-7
                             Human Resource Services

Services related to human resource management including:

     1.   Personnel recruiting and support services.

     2.   Design and implementation of human resources training.

     3.   Compensation studies and benefits consulting.

     4.   Support employee communications.

     5.   Payroll services.

     6.   Benefits compensation and design and administration.

     7.   Employee relations.




<PAGE>



                                   Exhibit B-8
                     Marketing and Sales Promotion Services

Services related to marketing and sales promotion including:

     1.   Prepare sales promotional items,  advertising  materials and art work,
          design,  text and articles relevant to such work,  including clerical,
          technical and supervisory support and related communications.

     2.   Support general communications with producers.

     3.   Conduct formal insurance market research.

     4.   Develop sales illustrations,  advertising materials,  and software for
          products, in compliance with state laws.

     5.   Design and implement training programs, including product and industry
          developments and legal compliance.

     6.   Distribute to employees and/or agents underwriting  guidelines for the
          products, where applicable.

     7.   Analyze and develop  compensation and benefit plans for general agents
          and agents.

     8.   Plan and support of producer conferences.



<PAGE>



                                   Exhibit B-9
                                  Tax Services

Services related to tax including:

     1.   Maintenance of tax  compliance,  including tax return  preparation and
          review of financial statement tax provisions.

     2.   Management of tax and audit appeals,  including processing information
          requests,  protest  preparation,  and  participation  in  any  appeals
          conference.

     3.   Direction  of  tax  research  and  planning,   including  research  of
          compliance  issues for consistency,  development of tax strategies and
          working with new legislative proposals.

     4.   Administration  of tax  liens,  levies  and  garnishment  of  wages of
          Company employees and agents


<PAGE>



                                  Exhibit B-10
               Reinsurance Management and Administration Services

Services related to reinsurance management and administration including:

     1.   Advise with respect to reinsurance retention limits.

     2.   Advice  and  support  with  respect  to   negotiation  of  reinsurance
          treaties.

     3.   Advice  and  support  with  respect  to the  management  of  reinsurer
          relationships.



<PAGE>



                                  Exhibit B-11
                               Management Services

Services related to general management including:

     1.   Consultative  and advisory  services to the Company's senior executive
          officers and staff with respect to conduct of the  Company's  business
          operations  and the execution of  directives  and  resolutions  of the
          Company's  Board of Directors  pertaining to business  operations  and
          functions,  including  provision of personnel to serve as officers and
          directors of Company.

     2.   Consultation  and  participation in the Company's  strategic  planning
          process;  the development of business goals,  objectives and policies;
          the development of operational,  administrative  and quality programs;
          preparation of financial and other reports;  and the  coordination  of
          such processes, goals, objectives, policies and programs with those of
          the holding company.

     3.   Advice and  assistance  with respect to  maintenance  of the Company's
          capital and surplus,  the development and  implementation of financing
          strategies  and plans and the  production  of  financial  reports  and
          records.

     4.   Representation  of the Company's  interests at government  affairs and
          industry  meetings;  participation  in the deliberation and affairs of
          trade  associations  and  promotion  of  the  Company's  products  and
          relationships with the public.

     5.   Consultative,  advisory and  administrative  services to the Company's
          senior  executive  officers  and  staff  in  respect  to  development,
          implementation  and  administration  of human  resource  programs  and
          policies,  the delivery of communications and information to employees
          regarding   enterprise   plans,   objectives  and  results;   and  the
          maintenance   of   employee   relations,   morale  and   developmental
          opportunities.

     6.   Direction  and  performance  of internal  audits and  arrangement  for
          independent evaluation of business processes and internal control.


<PAGE>



                                  Exhibit B-12
              Procurement, Supply, Printing, Record, File, Mail and
                        Real Estate Management Services

Services related to procurement,  supplies,  printing,  records, files, mail and
real estate management including:

     1.   Procurement and supply purchasing services,  including  negotiation of
          supply  and  services   purchasing   agreements  and  distribution  of
          supplies.

     2.   Printing,   record,   file,  mail  and  supply   services   including,
          maintaining   policy   files;   document   control;   production   and
          distribution of standard forms,  stationary,  business cards and other
          material;  arrangement of warehouse storage space; supply fulfillment;
          mail  processing,  delivery and shipping;  participation in purchasing
          agreements;  retrieval  and  production  of documents  for  regulatory
          examinations  and litigation;  and development and  administration  of
          record retention programs.

     3.   Real estate management services.


<PAGE>



                                  Exhibit B-13
               Corporate Accounting, Finance and Treasury Services

Services related to corporate  accounting,  finance and treasury including,  but
not limited to:

     1.   Accounts  Payable:   Making  vendor  payments,   monitoring  recurring
          payments,  processing stop payments,  preparation and filing sales and
          use tax reports and returns,  responding  to questions  from  vendors,
          processing  travel and expense  reports,  maintaining  check stock and
          providing copies of check images to the Companies.

     2.   Fixed Assets: Accounting for real estate transactions, maintaining the
          fixed asset records and processing payments for property taxes.

     3.   General  Ledger:   Processing  journal  entries,   processing  expense
          allocations,  establishing and maintaining  accounts and cost centers,
          processing  intercompany   transactions  and  processing  the  monthly
          closing.

     4.   Financial  Reporting:  Generating  applicable  monthly,  quarterly and
          annual financial statements on statutory, US GAAP, tax and ING (Dutch)
          GAAP bases; monitoring changes to statutory, US GAAP, tax and ING GAAP
          accounting  standards;  corresponding  and  coordinating  reporting to
          regulatory agencies; coordinating the external audit with the external
          auditors;  coordinating  external  examinations  with state  insurance
          departments;  preparing  and filing RBC  calculations,  preparing  and
          filing escheat reports, preparing and filing benefit plan reports, and
          preparing other required regulatory filings.

     5.   Treasury/Cash    Management:    Maintaining   banking   relationships,
          performing  cash  management  procedures and short-term  investment of
          cash balances, and processing of wire transfers.

     6.   Other:  Preparing  budget and  planning  reports  for  finance  shared
          services,  monitoring  suspense  account  reports and other matters as
          requested  by  each  Company,   and  management  of  external  auditor
          relations.

     7.   Consultation and technical  assistance in matters related to corporate
          financing, cash management,  financial analysis,  capital and surplus,
          specialized  financial  systems and  programming,  and  development of
          budgets, business plans and financial models.

     8.   Investment  accounting  services,  including  interface  with  Company
          investment  manager  for  documentation  of  investment  transactions,
          recording financial activity and compliance reporting.

     9.   Internal  and  external  management   reporting  services,   including
          coordination of annual planning process, preparation and consolidation
          of monthly operation results,  management and policyholder information
          reports (e.g.,  annual reports),  maintenance of reporting systems and
          provision of cost account reports and services.


<PAGE>



                                  Exhibit B-14

                   Pricing, Trading, Performance Reporting and
                    Accounting Services for Variable Products

Services  related  to  support  of  day  to day  pricing,  trading,  performance
reporting and  accounting  operations for variable  products,  including but not
limited to:

     1.   Pricing.  Collect  pricing  information  (net asset value and ordinary
          income / capital gain  distributions) from Investment  Companies,  and
          where applicable,  calculate the variable account unit value.  Provide
          pricing  information  to  the  applicable   administrative  systems  /
          business units and external business  partners;  pricing  calculations
          for insurance products shall be reported as required by the prospectus
          for each product.

     2.   Trading.   Collect  net  trade  data  from   administrative   systems,
          consolidate to a legal entity level per investment  option, and submit
          to Investment Companies; on a daily basis reconcile the shares / trade
          per to  Investment  Company;  provide wire data for the  settlement of
          trades placed.

     3.   Accounting. Post to ledger the entries supporting the trades and wires
          processed;  entries  will  include  any  applicable  Variable  Annuity
          Account contract  charges;  daily reconcile entries posted to ledger /
          market value to Variable Annuity Account liability / reserve;  provide
          Variable Annuity Account data for the Financials and Insurance Company
          Schedule D.

     4.   Investment   Company   Revenue.   Calculate   asset  based  revenue  /
          sub-accounting  fees monthly and post accruals to the ledger;  collect
          revenue  from  investment  companies  in a  timely  manner;  reconcile
          amounts received to the estimated calculated, and book actual payments
          to ledger.

     5.   Performance  Reporting.  Calculate product and investment option level
          returns in accordance with SEC and NASD guidelines; provide returns to
          ING applications, web sites, marketing, and field.


<PAGE>

                                                                 EXHIBIT 10.A(n)


                  THIRD AMENDMENT TO ASSET MANAGEMENT AGREEMENT


     This Third  Amendment  to Asset  Management  Agreement  (this  "Amendment")
amends the Asset  Management  Agreement  between ING  Investment  Management LLC
("ING-IM") and Golden American Life Insurance Company ("Client"). This Amendment
is dated as of August 18, 2003.

     1.  Background.  ING-IM  and  Client  are  parties  to an Asset  Management
Agreement,  dated  January 20, 1998, as amended (the  "Agreement"),  pursuant to
which ING-IM provides Client with certain investment  advisory services.  ING-IM
and Client wish to clarify the limited circumstances under which ING-IM may have
custody of Client funds or securities under the Agreement.  Although the parties
do not intend by this  Amendment  to address  whether or not  Original  Mortgage
Documents  (as defined  below) are in fact  securities,  it is the  intention of
ING-IM and Client  that,  except as may be  otherwise  agreed from time to time,
ING-IM  will  not  have  actual  or  constructive  custody  of  Client  funds or
securities other than Original Mortgage Documents.

     2. Amendment to Section 3 of the  Agreement.  Section 3 of the Agreement is
hereby amended to add the following to the end of such Section:

"Notwithstanding  anything to the contrary in this Section 3, except with regard
such  Original  Mortgage  Documents as are selected by ING-IM from time to time,
and as may otherwise be agreed between ING-IM and Client:

     (a)  ING-IM  shall  not  maintain  physical  custody  of  Client  funds  or
          securities; and

     (b)  ING-IM shall not have the power to direct any custodian or other third
          party to transfer  Client funds or  securities,  except in the case of
          (i) transactions  involving a delivery vs. payment or vice versa, (ii)
          free receipts into Client Accounts,  (iii) transfers  between Client's
          own accounts,  (iv) transfers to satisfy margin or collateral calls by
          brokers or other counterparties, and (v) other transactions that would
          not  reasonably  be  considered  to result  in actual or  constructive
          custody of Client funds or securities.

"Original   Mortgage   Documents"   means  original  (a)  mortgage  notes,   (b)
certificates  of  participation  where more than one entity has  invested in the
mortgage  via  a  participation   agreement,  and  (c)  letters  of  credit,  as
applicable,  that are  provided  from time to time by  borrowers  as  additional
security."


<PAGE>



     3. Amendment to Section 7 of the Agreement.  The second sentence of Section
7 of the Agreement is hereby amended to add the language  highlighted in italics
below:

     "Except as specially  contemplated  by Section 3, ING-IM shall not maintain
     custody of Client funds or securities or otherwise act as custodian for the
     Account."

     4. Amendment to Section 10 of the Agreement. Section 10 of the Agreement is
hereby amended to read as follows:

     Section  10.  LIABILITY  OF  ING-IM  - In  rendering  services  under  this
Agreement, ING-IM will not be subject to any liability to Client or to any other
party  for  any act or  omission  of  ING-IM  except  as a  result  of  ING-IM's
negligence,  misconduct or violation of applicable law.  Nothing herein shall in
any way  constitute  a waiver or  limitation  of any  rights of any party  under
applicable Federal or State law.

     5. Amended  Agreement.  Except as  specifically  amended by this Amendment,
each and every term of this Agreement remains in full force and effect.



     CLIENT                               Golden American Life Insurance Company

                                          By:   /s/ Paula Cludray-Engelke
                                                --------------------------------
                                          Name:     Paula Cludray-Engelke
                                          Title:    Secretary


     ING-IM:                              ING INVESTMENT MANAGEMENT LLC


                                          By:   /s/ Fred C. Smith
                                                --------------------------------
                                          Name:     Fred C. Smith
                                          Title:    Executive Vice President

<PAGE>

                                                                 EXHIBIT 10.A(o)


                                 LEASE AGREEMENT

                                     BETWEEN

                               DUNWOODY ASSOCIATES
                       a Pennsylvania limited partnership

                                    as Lessor

                                       and

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                    as Lessee


                              Date: April 6th, 1998



<PAGE>






                                TABLE OF CONTENTS

    1.       Premises                                                          1
              1.1    Agreement to Lease                                        1
                           1.1.1.     Lessee's Proportionate Share             1
              1.2    Improvements                                              1

              1.3    Intentionally Omitted                                     2
              1.4    Condition                                                 2
              1.5    Lessor's Compliance                                       2
              1.6    Option to Expand                                          3

    2. Term
              2.1    Original Term                                             3
              2.2    Delay in Possession                                       4
              2.3    Confirmation of Lease                                     4
              2.4    Changes                                                   4
              2.5    Force Majeure                                             5
              2.6    Lessee Delays                                             5
              2.7    Options to Extend                                         5
              2.8    Early Occupancy                                           6

    3.   Rent                                                                  6
              3.1    Base Rent                                                 6
              3.2    Payment                                                   6
              3.4    Increase in Base Rent                                     7
              3.5    Operating Expense Allowance                               7
              3.6    Operating Expense Adjustments                             7
              3.7    Taxes                                                    10
                       3.7.1      Personal Property Taxes                     10
                       3.7.2      Right to Contest Taxes                      10

    4.   Use                                                                  10
              4.1    Permitted Use                                            10
              4.2    Fixtures Alterations                                     10
              4.3.   Lessee's Compliance                                      11
              4.4    Lessor's Access                                          11

    5. Hazardous Substances                                                   11
              5.1    Hazardous Substance Defined                              11
              5.2    Lessor Indemnification                                   11
              5.3    Lessee Indemnification                                   12



<PAGE>



    6. Maintenance                                                            12
              6.2    Lessor's Obligations                                     12
              6.3    No Liens                                                 12
              6.4    No Other Services by Lessor                              12

    7. Insurance, Indemnification                                             13
              7.1    Payment for Insurance                                    13
                       7.2.1      Carried by Lessee                           13
                       7.2.2      Carried by Lessor                           13
              7.3    Other Matters                                            13
              7.4.   Additional Insureds                                      14
              7.5    Waiver                                                   14
              7.6    Indemnification                                          14

    8. Damage or Destruction                                                  15

              8.1    General                                                  15
              8.2    Rent Abatement                                           15

    9. Condemnation                                                           15
              9.1    Total Taking                                             15
              9.2    Partial Taking                                           15
              9.3    Award                                                    16

   10. Utilities                                                              16

   11. Assignments and Subletting                                             16

   12. Default: Breach; Remedies                                              16
              12.1   Events of Default                                        16
              12.2   Remedies                                                 17

   13. Broker's Fee                                                           17

   14. Estoppel Certificate                                                   17

   15. Severability                                                           18

   16. Notices                                                                18

   17. Waivers                                                                18

   18. Recording                                                              19

   19. Surrender                                                              19

   20. No Right to Holdover                                                   19

   21. Cumulative Remedies                                                    19

   22. Binding Effect: Choice of Law                                          19

   23. Subordination: Attornment; Non-Disturbance                             19
              23.1 General                                                    19

   24. Signage                                                                20

   25. Quiet Possession                                                       20

   26. Time of the Essence                                                    20

   27. Entire Agreement                                                       21

   28. Amendments                                                             21




<PAGE>




                                 LEASE AGREEMENT

     THIS LEASE  AGREEMENT (the "Lease") date for reference  purposes only as of
the 6th day of April, 1998, by and between Dunwoody  Associates,  a Pennsylvania
limited Partnership and/or Their Assignee  ("Lessor"),  and Golden American Life
Insurance Company, a Delaware Corporation ("Lessee").

     NOW,  THEREFORE,  for and in  consideration  of the  rents,  covenants  and
agreements  herein  contained,  and intending to be legally  bound  hereby,  the
parties hereto agree as follows:

     1. Premises.

          1.1 Agreement to Lease.  Lessor  hereby  leases to Lessee,  and Lessee
     hereby  leases  fro  Lessor  that  certain  real  property   consisting  of
     approximately  15.87 acres,  including  all  improvements  therein or to be
     provided by Lessor under the terms of this Lease, and commonly known as Lot
     G of the Glenloch Corporate Campus, West Whiteland Township, located in the
     County of Chester,  Commonwealth of Pennsylvania and generally described as
     all of that certain real  property  and the  improvements  now or hereafter
     existing or constructed  thereon,  including an approximately 65,000 square
     foot,  3-story office  building and parking on the Premises (as hereinafter
     defined) to be constructed by Lessor pursuant to the terms hereof, and more
     particularly described in Exhibit A attached hereto (the "Premises").

               1.1.1 Lessee's  Proportionate  Share 100% (determined by dividing
          the area leased by Lessee by the area of the  building).  Lessee shall
          only pay for its prorata  share of Operating  Expenses for space which
          it  occupies,  and common  area it uses.  Prorata  share for  exterior
          common  areas will be based on the total  square  footage of buildings
          constructed on Lots F, G & H.

          1.2  Improvements.  Lessor will  construct  or install  the  building,
     parking,  landscaping  interior  improvements and all other improvements on
     the Premises (collectively, the "Improvements"),  described in Exhibit "B".
     Lessor  has  included  as part of the  improvements  a $25/SF  of  Building
     Interior Finish Allowance  ("Allowance") in order to construct the interior
     finishes such as doors,  walls,  ceilings,  flooring,  electrical  and HVAC
     distribution,  etc. This  Allowance is in an addition to the shell building
     as described in the "Three Story Shell  Office  Building"  Project  Outline
     Specification attached as part of Exhibit "B". If Lessee's final floor plan
     and finish  selections  cost in excess of the  Allowance,  Lessee shall pay
     directly to Lessor the additional cost. If the cost of the final floor plan
     and finish  selections are less than the  improvements  as described  above
     shall  remain the  property  of Lessor  upon lease  expiration.  Lessor has
     caused to be prepared "Plans and  Specifications"  for the  Improvements on
     the Premises  (preliminary  copies of which are attached  hereto as Exhibit
     "B"), which Plans and Specifications  will be delivered by Lessor to Lessee
     in completed form on or before June 1, 1998.  Interior finish plans will be
     completed on or before June 30, 1998.  Within  fifteen (15)  business  days
     after Lessee  receives  the Plans and  Specifications  from Lessor,  Lessee
     shall  either  approve  or  disapprove  the  Plans and  Specifications,  in
     writing,  delivered to Lessor and noting with reasonable  particularity any
     changes or corrections therein.


<PAGE>



     If Lessee makes any changes or corrections to the Plans and Specifications,
     Lessor's  architect shall resubmit the revises Plans and  Specifications to
     Lessee  within  fifteen  (15)  business  days  after  receipt  by Lessor or
     Lessee's changes or corrections and, thereafter Lessee shall either approve
     or disapprove  the revised  Plans and  Specifications  within  fifteen (15)
     business days after Lessee's receipt of same, which approval or disapproval
     shall  be  in  writing,   delivered  to  Lessor,  nothing  with  reasonable
     particularity  any further  changes or corrections  therein.  A copy of the
     final approved plans and specifications shall be attached hereto as Exhibit
     "B" and shall replace the preliminary copies attached hereto on the date of
     execution.  All costs to Lessee,  including Lessee's  architect,  engineers
     and/or consultants,  in reviewing and revising the Plans and Specifications
     shall  be the  sole  responsibility  of  Lessee.  Thereafter,  Lessor  will
     complete  the  Improvements  on  or  before  the   Commencement   Date  (as
     hereinafter  defined),  at  Lessor;'s  sole  cost and  expense,  except  as
     otherwise expressly provided in this Lease, in accordance with the approved
     Plans and Specifications. Upon written request from Lessee, Lessor shall be
     responsible  for and promptly make any and all repairs to the  Improvements
     necessitated  by any defective  workmanship or materials which occur during
     the  Term.   Lessor  shall  maintain  and  enforce  any  warranties  and/or
     guarantees  from  Lessor's   general   contractor,   subcontractor   and/or
     materialmen  in  connection  with  the  construction  of  the  Improvements
     throughout the Term of the Lease.

          1.3 Intentionally Omitted.

          1.4 Condition.  Lessor shall deliver the  Improvements to Lessee broom
     clean and free of debris on the  Commencement  Date and  warrants  that the
     electrical,  plumbing, fire sprinkler,  lighting, heating,  ventilating and
     air  conditioning  systems  ("HVAC"),  loading doors, if any, and all other
     such  elements in the  Improvements  provided  by Lessor,  other than those
     constructed by Lessee, shall be in new operating condition on said date and
     that the structural  elements of the roof,  bearing walls and foundation of
     the Building shall be free of material defects. If Lessee determines that a
     non-compliance  with said warranty  exists,  Lessor shall, as Lessor's sole
     obligation  with  respect to such matter,  except as otherwise  provided in
     this Lease,  promptly  after receipt of written  notice from Lessee setting
     forth with specificity the nature and extent of non-compliance, rectify the
     same at Lessors's expense.

          1.5 Lessor's  Compliance Lessor represents and warrants to Lessee that
     the  Improvements  in and on the Premises  shall comply with all applicable
     laws, covenants,  restrictions of record,  building codes,  regulations and
     ordinances in effect on the Commencement Date, including the Americans with
     Disabilities  Act.  Said  warranty  also applies to the use to which Lessee
     will put the Premises as described in Paragraph 4.1 herein. If the Premises
     do not comply with said  representation and warranty,  Lessor shall, except
     as  otherwise  provided in this Lease,  promptly  after  receipt of written
     notice from Lessee setting forth with  specificity the nature and extent of
     such non-compliance, rectify the same at Lessor's expense.

          1.6 Option to Expand Lessor hereby grants to Lessee the sole option to
     expand the  Building  on the  Premises  (the  "Expansion  Option")  up to a
     maximum of an additional  60,000  square feet (as  delineated as "Expansion
     Area" on Exhibit B). Lessee may exercise the Expansion Option anytime prior
     to June 30,  1999 by  providing  written  notice  to  Lessor  which  notice

<PAGE>

     indicates the  approximate  number of square feet of the expansion.  Lessee
     shall  have the option of  expanding  the  building  by a minimum of 20,000
     square  feet and a maximum  of 60,000  square  feet.  If Lessee  desires to
     expand less than 60,000 square feet of Expansion Space, Lessor, at Lessor's
     option,  shall be  permitted  to construct  the entire  60,000  square foot
     expansion  area,  and  lease the  balance  of the  expansion  area to other
     tenants,  thereby  making the  building  a  multi-tenant  building.  If the
     building is  multi-tenanted,  Lessee's operating expenses shall be prorated
     based  on  square  footage  leased  by  each  Tenant.  If the  building  is
     multi-tenanted,  Lessor agrees that all other Tenants will use the Premises
     primarily as general office use, as described in Paragraph 4.1.

     All building expansions will include a $25/SF Lessee Improvement Allowance,
     which Allowance shall be used  exclusively for the construction of interior
     finishes,  including, but not limited to, wiring, phone equipment, security
     systems,  etc.,  in the Expansion  Area.  No additional  lobby area will be
     included in the Building  Expansion.  One elevator and additional  bathroom
     fixtures in a quantity not to exceed 50% of the existing  bathroom fixtures
     will be included in the Base Building Expansion.  Base rent on the building
     expansion will be calculated based on the following formula:

<TABLE>
<S>  <C>           <C>                                                           <C>

     $15.25/SF x   Ten year treasury rate on date of financing of the expansion  +  175 basis points
                   Ten year treasury rate on date of initial financing           +  175 basis points

               x   square foot of Building Expansion occupied by Lessee
</TABLE>

     Expansion space base rent shall escalate at the same  percentage  increases
     as the base lease.

     In the event Lessee exercises its right to expand,  the lease term shall be
     reset to a new ten (10) year lease term commencing on the Commencement Date
     as defined in Section 2.1(ii) herein.

          2. Original Term The Original Term of this Lease shall commence on the
     Commencement  Date  and  continue  for a  period  of ten  (10)  years.  The
     "Commencement  Date" of the  Original  Term  shall be later to occur of (i)
     December  31,  1998,  or (ii) the date  upon  which  Lessor  "substantially
     completes"  the  Improvement  in the Premises (for which date Lessee) shall
     receive  thirty  (30) days prior  written  notice).  The term  "Substantial
     Completion Date" shall be the date on which all of the following have first
     occurred: (A) the Improvements are available for Lessee's uninterrupted use
     and occupancy  with a minimum of Lessor  interference,  except for Lessor's
     completion  of any  minor  work  (e.  g.  "punch-list  items)  and  (B) the
     Improvements   have  passed  final   inspection  by  the  applicable  local
     government authority in accordance with applicable law and a certificate of
     occupancy.  Upon Lessee's submission of a written list of punch-list items,
     at Lessor's  sole cost and expense,  as detailed in Paragraph  2.4,  within
     thirty (30) days after the Commencement Date, subject to Paragraphs 2.4 and
     2.5 below.

          2.2  Delay in  Possession.  In the  event  Lessee  is  unable  to take
     possession  of the  Improvements  within 45 days of December  31, 1998 as a
     result  of  Lessor's  failure  to  deliver  the   substantially   completed
     improvements  (other than as a result of changes  required by Lessee  which
     result in  delays).  Lessee  shall be entitled to two (2) days of free Base

<PAGE>

     Rent for each day substantial completion is delayed. In the event Lessee is
     unable to take  possession of the  Improvements  within ninety (90) days of
     December  31,  1998  as  a  result  of  Lessor's  failure  to  deliver  the
     substantially  completed  improvements  (other  than as a result of Changes
     required by Lessee which result in delays),  Lessee shall have the right to
     terminate this Lease without further obligation to Lessor.

          2.3 Confirmation of Lease Prior to or on the Commencement Date, Lessor
     and  Lessee  shall  execute  the   Confirmation  of  Lease  Agreement  (the
     "Confirmation  Agreement"),  whereby Lessor and Lessee confirm, in writing,
     the  Commencement  Date, the Expiration Date, the monthly Base Rent payable
     by Lessee  for the  Original  Term,  and the final  square  footage  of the
     Building,  to be certified by an Architect in accordance with the method of
     measuring  square  footage used on the final plans attached as Exhibit "B",
     which is,  actual  floor areas shall be measured  from the outside  face of
     exterior  walls,  and in the event of  multi-tenancy,  floor  areas will be
     measured to the middle of any demising walls between  Tenants.  The form of
     the Confirmation Agreement is attached hereto as Exhibit "E".

          2.4 Changes If Lessee requests any change,  addition or alternation to
     the Plans and Specifications, or the Plans, after Lessee's approval of same
     or  during  Lessor's   construction  and  completion  of  the  Improvements
     (collectively, "Changes"), Lessor shall promptly give Lessee an estimate of
     the costs of such Changes and the resulting delay, if any, in completion of
     the  Improvements.  Within five (5) business days after Lessee's receipt of
     such written estimate from Lessor,  Lessee shall give Lessor written notice
     indicating  whether or not Lessee  elects to proceed with any such Changes.
     If Lessee elects to proceed with such Changes and if Lessor has  reasonably
     approved such Changes,  Lessor will make such Changes. If Lessee elects not
     to proceed  with such Changes or fails to timely  notify  Lessor of Lessee'
     election,  Lessor shall complete the  Improvements in the Premises  without
     making  such  Changes.  Lessor  shall  not be  responsible,  in any  manner
     whatsoever,  for any delay caused by Lessee's  request for the construction
     of such Changes.

          2.5 Fore  Majeure  If the  performance  by Lessor of any act  required
     herein or  elsewhere  in the Lease is  prevented  or  delayed  by reason of
     strikes,   lock-outs,   labor  disputes,   acts  of  God,  fires,   floods,
     earthquakes,  epidemics, freight embargoes, unforeseeable unavailability of
     materials  and  supplies,  or any other cause  beyond  Lessor's  reasonable
     control,  Lessor shall be excused from  performance  for the time period of
     the prevention or delay,  and the  Commencement  Date (if the  Commencement
     Date has not already occurred and the delay in Lessor's performance relates
     directly to the  construction  and completion of the  Improvements),  shall
     also be  extended  for the  period  of time  of the  prevention  or  delay.
     Notwithstanding  anything to the  contrary  set forth in the Lease,  Lessor
     shall use its best efforts to avoid and/or  mitigate any such force majeure
     delays,  other than  Lessor's  use of overtime or  week-end  work,  special
     deliveries of materials, or other extra efforts, unless approved by Lessee.
     If such delays extend for a period of ninety (90) days beyond  December 31,
     1998, Lessee shall have the right to terminate lease.

          2.6 Lessee  Delays To the  extent  that the  Commencment  Date has not
     occurred  because Lessor was delayed in Lessor'  substantial  completion of
     the Improvements as a result of any of the following (collectively, "Lessee
     Delays"):  (i) Lessee's  failure to complete any material item on or before

<PAGE>

     the due date, which is responsibility of Lessee to complete;  (ii) Lessee's
     request for Changes or Lessor's  construction  of any such  Changes;  (iii)
     Lessee's request for materials, finishes, or installations other than those
     described  in the Plans and  Specifications  and/or  Plans:  (v) any act or
     failure to act by Lessee or its employees, agents, architects,  independent
     contractors,  consultants and/or any other person performing or required to
     perform services on behalf of Lessee, then as soon as reasonably  possible,
     but in no event more than fourteen (14) days after the  occurrence or start
     of any Lessee Delays, Lessor shall notify Lessee, in writing, of any Lessee
     Delays.  If Lessor properly  notifies Lessee hereunder of any Lessee Delays
     that have previously been accepted in writing by Lessee,  the  Commencement
     Date shall be adjusted by the net number of days so delayed  (determined on
     a critical path basis).

          2.7 Options to Extend.  Provided that there is not material default by
     Lessee  thereunder  at the  time of any  "Option  Notice"  (as  hereinafter
     defined) or the commencement  date of any Option Term, Lessor hereby grants
     to Lessee  two (2)  consecutive  Options to renew the Lease for a period of
     five (5) years (each an "Option Term" or, collectively the "Option Terms").
     An Option must be  exercised,  if at all, by written  notice  delivered  by
     Lessee to Lessor (the  "Option  Notice") but not later than six (6) months,
     prior  to the end of the  Original  Term  or any  subsequent  Option  term.
     Provided  Lessee has timely  delivered the applicable  Option  Notice,  the
     Original Term and any subsequent  Option Term, as and if applicable,  shall
     be  extended  by an  Option  Term,  and  all of the  terms,  covenants  and
     conditions,  of this Lease shall  remain  unmodified  and in full force and
     effect, except that the Base Rent payable for the Premises during an Option
     Term shall be determined in accordance with Paragraph 3 below.

          2.8.  Early  Occupancy.  Lessor  will use good faith  efforts to allow
     Lessee to take  possession of the Leased  Premises on December 1, 1998, for
     fixturing,  writing and installation of computer/phone  equipment purposes.
     Lessor  shall allow  Lessee's  wiring  contractor  immediate  access to the
     building,  to be  coordinated  with General  Contractor.  Lessee  agrees to
     coordinate  its such work with the work of Lessor such that  Lessee's  work
     does not interfere  with or delay Lessor's work;  provided,  however,  that
     neither Lessor nor any of Lessor's affiliates shall have any responsibility
     or liability whatsoever for any injury (including death) to persons or loss
     or damage to any of Lessee's leasehold improvements, fixtures, equipment or
     any other  materials  installed or left in the Leased Premises prior to the
     Commencement  Date.  All of the terms and  conditions  of this  Lease  will
     become  effective  upon Lessee  taking  possession  of the Leased  Premises
     except for the payment of Base Rent and Additional Rent which will commence
     on the Commencement Date.

          3. Rent.

          3.1 Base Rent. All monetary  obligations of Lessee to Lessor under the
     terms of this  Lease are  deemed to be rent  ("Rent").  Lessee's  financial
     obligations  pursuant to this Lease, not including Base Rent, are deemed to
     be "Additional Rent".

          3.2  Payment.  Lessee  shall  cause  payment of Rent to be received by
     Lessor in lawful money of the United States, without offset or deduction, o
     or before the day on which it is due.  Rent for any period  during the term
     of  hereof  which is for less  than one (1) full  calendar  month  shall be
     pro-rated  based upon the actual  number of days of said month.  Payment of

<PAGE>

     Rent shall be made tot Lessor at its address  noted herein or to such other
     persons  or place as Lessor  may from time to time  designate  in  writing.
     Acceptance of a payment which is less than the amount then due shall not be
     a waiver of  Lessor's  rights to the  balance of such Rent,  regardless  of
     Lessor's endorsement of any check so stating.

          3.3 Initial  Calculation  of Base Rent.  The monthly  Base Rent of the
     Original  Term shall be as  follows:  (However,  Annual  Base Rent shall be
     finally  determined  by  multiplying  the  certified  square  footage,   as
     described in Paragraph  2.3 by $15.25/SF  for months 1 - 60,  $16.50/SF for
     months 61 - 120,  $18.15/SF  for months 121 - 180 and  $20.00/SF for months
     181 - 240.).

                  Months 1 - 6-       $82,604.17/Month
                  Months 61 - 120     $89,375.00/Month

          3.4  Increases  in Base Rent.  The monthly Base Rent payable by Lessee
     for any Option  Term,  shall be as  follows,  subject to  certified  square
     footage as detailed in Paragraph  2.3 and rates per square foot as detailed
     in Paragraph 3.3.:

                  Months 121 - 180    $98,312.50/Month
                  Months 181 - 240    $108,333.33/Month

          3.5  Operating  Expense  Allowance.  $22,208/month  ($4.10/SF) or such
     other  initial  amount  calculated  by  multiplying  the  certified  square
     footage,  as described in Paragraph 2.3, by $4.10/SF  subject to adjustment
     as set forth in Paragraph 3.6 and detailed in Exhibit "F", shall be paid by
     Lessee as defined in Paragraph 3.6.

          3.6 Operating Expense Adjustments

          (A)  Operating  Expense.  Lessee  shall  pay to Lessor  the  Operating
     Expense Allowance in equal monthly  installments,  the first of which shall
     be payable  upon  Commencement  Date of this Lease.  If the Term  commences
     other  than on the  first day of the  calendar  month,  then the  Operating
     Expense  Allowance  for the  first  calendar  month  of the  Term  shall be
     adjusted proportionately.

          If Lessor's  Operating Expense for any Operating Year shall be greater
     or less than the Operating Expense Allowance, Lessee shall pay to Lessor as
     additional  rent an amount  equal to  Lessee's  Proportionate  Share of the
     difference,  or if Lessor's Operating Expenses for any operating year shall
     be less than the  Operating  Expenses  Allowance,  Lessor  shall  credit to
     Lessee's  succeeding months Operating Expenses Allowance an amount equal to
     Lessee's  Proportionate  Share of the  difference  (the  amount of Lessee's
     Proportionate  Share of such  difference is hereinafter  referred to as the
     "Operating Expense Adjustment"). If Lessee occupies the Premises or portion
     thereof  for  less  than a  full  Operating  Year,  the  Operating  Expense
     Adjustment  will be  calculated in proportion to the Amount of time in such
     Operating Year that Lessee occupied the Premises.

<PAGE>

          Such Additional Rent shall be paid in the following manner: within 120
     days  following the end of the first and each  succeeding  Operating  year,
     Lessor shall furnish  Lessee an Operating  Expense  Statement  certified as
     true and correct setting forth (i) the Operating  Expense for the preceding
     Operating  Year,  (ii) the Operating  Expense  Allowance and (iii) Lessee's
     Operating  Expense  Adjustment for such Operating Year.  Within thirty (30)
     days  following  the  receipt  of such  Operating  Expense  Statement  (the
     "Expense  Adjustment Date"),  Lessee shall pay to Lessor as Additional Rent
     the Operating  Expense  Adjustment  for such  Operating  Year.  Lessee with
     reasonable  notice to Lessor,  shall have the right to audit such Operating
     Expense  records.  If Lessee's audit results in an  irreconcilable  dispute
     concerning  such  Operating  Expense  Adjustments,  Lessee and Lessor shall
     agree on an independent Auditor to resolve each dispute.

          Commencing with the first month of the second  Operating Year,  Lessee
     shall pay to Lessor,  in addition to the Operating  Expense  Allowance,  on
     account  of the  Operating  Expense  Adjustment  for such  Operating  Year,
     monthly  installments  in  advance  equal  to  one-twelfth  (1/12)  of  the
     estimated Operating Expense Adjustment for such Operating Year.

          As used in this  Section  6(A) and  Section  1 where  applicable,  the
     following words and terms shall be defined as hereinafter set forth:

          (i) "Operating  Year" shall mean each calendar year  occurring  during
     the Term.  If Lessee's  occupancy  of the  Premises is for less than a full
     calendar year, Lessor will prorate the Operating Expenses.

          (ii) "Operating  Expense  Allowance" shall mean a statement in writing
     signed by Lessor, or Lessor's  Managing Agent,  setting forth in reasonable
     detail (a) the Operating Expense for the preceding  Operating Year, (b) the
     Operating  Expense  Allowance,  and  (c)  the  Lessee's  Operating  Expense
     Adjustment  for such  Operating  Year,  or portion  hereof.  The  Operating
     Expense for each Operating Year shall be available for inspection by Lessee
     at Lessor's office during normal business hours.  Operating expenses are as
     follows:

          (a) Real  Estate  taxes and other  taxes or charges  levied in lieu of
     such taxes, general and special public assessments,  charges imposed by any
     governmental   authority   pursuant  to   anti-pollution  or  environmental
     legislation,  taxes on the rentals of the Building or the use, occupancy or
     renting of space herein;

          (b)  Premiums  and  fess for fire  and  extended  coverage  insurance,
     insurance  against  loss or rentals  for space in the  Building  and public
     liability insurance, all in amounts and coverages (with additional policies
     against  additional  risks) as may be reasonably  required by Lessor or the
     holder of any mortgage on the Building, and as further defined by Paragraph
     7 herein;

          (c) Water and sewer service charges, and common are electric charges.

          (d) Maintenance and repair costs, repairs and replacements of supplies
     and equipment  snow removal and paving,  lawn and general  grounds  upkeep,
     maintenance and repair,  and the costs of all labor,  material and supplies
     incidental  thereto,  excluding any costs associated with Lessor's warranty
     items;

<PAGE>

          (e)  Such  industry  standard,   wages,   salaries,   fees  and  other
     compensation  and payments and payroll taxes and contribution to any social
     security,  unemployment  insurance,  welfare,  pension or similar  fund and
     payments  for other fringe  benefits  required by law,  union  agreement or
     otherwise  made to or on  behalf  of all  employees  of  Lessor  performing
     services  rendered in connection  with the operation and maintenance of the
     Building and/or Land, including, without limitation, payments made directly
     to or through independent  contractors or performance of such services;  If
     Lessee is not satisfied with workmanship and/or cost, Lessee shall have the
     option to cause Lessor to contract with another contractor.

          (f)  Management  fees payable to the managing  agent for the Building,
     not to exceed two percent (2%) of Base Rent;

          (g) Assessments paid by Lessor, not to exceed $.10'SF of building, for
     the  repair  maintenance  and  upkeep of common  facilities  located in the
     Business  Park, any  assessments  shall reflect actual costs and such costs
     shall be  consistent  with those  costs  incurred  on the other lots in the
     Glenloch Corporate Campus; and

          (h) Any all other  expenditures  of Lessor incurred in connection with
     the operation,  repair or maintenance of the Premises,  and the Building or
     the Land which are properly expensed in accordance with generally  accepted
     accounting  principles  consistently applied in the operation,  maintenance
     and repair of a first-class office building facility.

          (i)  Janitorial  services,  five (5) days  per  week  including  trash
     removal.

          The term "Operating  Expenses"  shall not include  depreciation of the
     Building or equipment therein,  interest, net income,  franchise or capital
     stock taxes payable to landlord  executive  salaries,  real estate brokers,
     commissions or the costs of services provided  specially for any particular
     tenant at such tenant's expense and not uniformly  available to all tenants
     of the Building and Property.

          (B) During the calendar year in which the Term ends, Lessor shall have
     the right to submit to Lessee a statement of Lessor's  reasonable  estimate
     of the Operating Expense  Adjustment during the period (the "final period")
     beginning on the first day of the final Operating Year of the Term.  Within
     thirty  (30)  days  of the  expiration  of  term,  Lessor  shall  reconcile
     Estimated Operating Expenses against Actual Operating Expenses. Final audit
     procedures  shall apply as in Paragraph 3.6. Lessee shall pay to Lessor any
     deficiency,  or as the case may be,  Lessor  shall  refund  to  Lessee  any
     overpayment occasioned by Lessee's payment of the aforesaid estimate.

          3.7 Taxes.

               3.7.1  Personal  Property  Taxes.  Lessee  shall  pay,  prior  to
          delinquency,  all taxes assessed  against and levied upon all personal
          property of Lessee. When possible, Lessee shall cause such property to
          be assessed and billed separately from the real property of Lessor. If
          any of Lessee's said personal property shall be assessed with Lessor's
          real  property,  Lessee  shall pay  Lessor the taxes  attributable  to
          Lessee's  property  within thirty (30) days after receipt of a written
          statement.

<PAGE>

               3.7.2  Right to  Contest  Taxes.  Lessee  will  have the right to
          contest  the amount or  validity,  in whole or in part,  of any Tax by
          appropriate  proceedings  diligently conducted in good faith. Upon the
          termination of those proceedings, Lessee will pay its share of the Tax
          or part of the Tax as  finally  determined,  the  payment of which may
          have been deferred during the prosecution of the proceedings, together
          with  any  costs,  fees,   interest,   penalties,   or  other  related
          liabilities.  Lessor  will not be  required  to join in any contest or
          proceedings  unless the provisions of any law or  regulations  then in
          effect  require that the  proceedings  be brought by or in the name of
          Lessor.  In that event,  Lessor will join in the proceedings or permit
          them to be  brought  in its name;  provided  that  Lessor  will not be
          subjected to any liability for the payment of any costs or expenses in
          connection with any contest or proceedings,  and Lessee will indemnify
          and hold Lessor harmless from nay of such costs or expenses.

          4. Use.

          4.1 Permitted Use. Lessee shall use the Premises for the installation,
     operation  and  maintenance  of General  Office Space and such other lawful
     purposes deemed necessary by Lessee.

          4.2 Fixtures Alterations. Lessee shall have the right to install trade
     fixtures,   office   machinery  and  equipment,   make  such   alterations,
     improvements or additions to the Premises as deemed  necessary by Lessee to
     the  operation of its  business,  provided  that the same do not impair the
     structural integrity of the Building.  Lessee shall retain ownership of all
     such trade  fixtures,  office  machinery and equipment and shall remove the
     same upon  expiration or  termination  of this Lease.  Lessee with Lessor's
     prior written  consent,  not to be  unreasonably  withheld,  shall have the
     right to construct,  at Lessee's sole cost, additional private officers and
     conference  rooms, or other such improvements  ("Additional  Improvements")
     within the Premises. Such additional improvements shall become the property
     of Lessor upon  expiration of lease and Lessee shall not be responsible for
     removing  same,  unless  otherwise  agreed upon by Lessor and Lessee at the
     time  Lessor/s  written  consent  is  requested.  Lessee  shall  repair the
     Premises and the  Building to as good a condition as existed  prior to such
     removal, normal wear and tear excepted.

          4.3 Lessee's Compliance.  Lessee will not use or occupy, or permit any
     portion of the  Premises to be used or occupied  in  violation  of any law,
     ordinance,  order,  rule,  regulation,  certificate  of  occupancy or other
     governmental  requirement.  Lessee will  comply with all laws,  ordinances,
     orders, rules, regulations, and other governmental requirements relating to
     the use, condition,  or occupancy of the Premises,  and all rules,  orders,
     regulations,  and  requirements  of  the  board  of  fire  underwriters  or
     insurance service office,  or any other similar body,  having  jurisdiction
     over the Premises or any portion  thereof.  Nothing in the foregoing  shall
     require  Lessee to  perform  any work or make any  improvements  or repairs
     which the Lessor is required to make  pursuant to other  provisions of this
     Lease. Lessor warrants that Lessee's intended use, as detailed in Paragraph
     4.1,  complies  with the  regulations  of all  Governmental  Authority  and
     Lessor's insurers of the Premises.

<PAGE>

          4.4 Lessor's  Access.  Lessor,  its designated  agents,  employees and
     contractors may enter the Premises at any time in response to an emergency,
     and otherwise during normal business hours with reasonable notice to Lessee
     and at all  time  accompanied  by  Lessee's  designated  representative  to
     inspect the Premises,  to supply any services  which is the Lease  requires
     Lessor to provide or to make repairs  which this Lease  requires  Lessor to
     make; provided, however, all work will be done as promptly as is reasonably
     practicable  with Lessor's  best effort to minimize  disruption to Lessee's
     business.  No entry into the Premises by Lessor  during an emergency by any
     means shall be a forcible or unlawful entry into the Premises or a detainer
     of the Premises or an eviction, actual or constructive,  of Lessee from the
     Premises, or any part of the Premises, nor will any entry entitle Lessee to
     damages or an abatement of Rent or other charges which this Lease  requires
     Lessee to pay:  provided,  however,  that  other than  during an  emergency
     Lessor shall be liable for damages to property and injury to persons caused
     by  Lessor's  negligence  or  willful  misconduct,  or that of its  agents,
     employees or contractors.

          5. Hazardous Substances.

          5.1 Hazardous  Substance  Defined.  The term "Hazardous  Substance" as
     used in this Lease  shall mean any  product,  substance  or waste  which is
     classified  as such by any  federal  or state  agency or  authority  having
     jurisdiction over such matters.

          5.2 Lessor  Indemnification.  Lessor and its  successors  and  assigns
     shall  indemnify,   defend,   reimburse  and  hold  Lessee,  its  officers,
     directors,  employees,  agents, subcontracts and affiliates,  harmless from
     and  against any and all  environmental  damages,  liabilities,  judgments,
     claims, expenses, penalties, and attorneys and consultant fees arising as a
     result of hazardous  substances on the Premises  prior to the  Commencement
     Date,  and  during the term of the  lease,  except of acts by Lessee,  it's
     employees, agents and subcontractors,  that cause any environmental damage,
     liabilities,  claims,  expenses and  penalties,  of which are caused by the
     negligence,  or  intentional  acts of  Lessor,  its  agents  or  employees.
     Lessor's indemnification obligation shall include, but not limited to, cost
     of investigation,  removal,  remediation,  restoration and/or abatement and
     shall survive the expiration or termination of this Lease.

          5.3. Lessee Indemnification.  Lessee shall indemnify,  defend and hold
     Lessor,  its agents,  employees  and  lenders,  if any,  harmless  from and
     against any and all environmental damages, liabilities,  judgments, claims,
     expenses,  penalties , and attorneys and consultant  fees arising out or of
     involving any hazardous substance proven to be brought onto the Premises by
     Lessee (provided,  however,  that Lessee shall have no liability under this
     Lease with respect to underground migration of any hazardous substance onto
     the Premises from adjacent properties,  unless caused by Lessee).  Lessee's
     indemnification  obligations shall survive the expiration or termination of
     this Lease.

          6. Maintenance

          6.2 Lessor's  Obligations.  Lessor shall,  in addition to its warranty
     obligations,  at Lessor's  sole cost and expense,  be  responsible  for the
     repair  and  maintenance,  in good  order and  condition,  of the  exterior
     structural  bearing  walls,  foundation,  and roof and roof membrane of the
     Building located on the Premises, along with repairing any soil subsistence

<PAGE>

     under the parking lot located on the Premises.  Notwithstanding anything to
     the contrary set forth in this Lease, if Lessee delivers  written notice to
     the Lessor of the need for repairs and/or maintenance to the Premises which
     are Lessor's obligation,  but Lessor fails to undertake such repairs and/or
     maintenance  within fifteen (15) days after receipt of such written notice,
     then Lessee may proceed to undertake such repairs and/or  maintenance  upon
     the  delivery of an  additional  written  notice to Lessor (and to Lessor's
     lender,  if Lessee is notified in writing in advance  that such  additional
     notice is required)  specifying that Lessee is undertaking  such action and
     Lessee  shall be entitled to  reimbursement  of Lessee's  actual  costs and
     expenses in taking  action.  In the event  Lessee  undertakes  such repairs
     and/or  maintenance,  then Lessee  shall use only general  contractors  and
     subcontractors  who  are  licensed  and  insured  in  the  Commonwealth  of
     Pennsylvania.

          6.3 No  Liens.  Lessee  shall  not,  in  the  making  of  any  repair,
     alterations,  improvements or additions to the Premises or Building, suffer
     or permit any lien to be filed against the Premises or Building or any part
     thereof  and if any such lien shall be filed,  Lessee  shall cause it to be
     discharged within sixty (60) days.

          6.4.  No Other  Services  by Lessor.  Lessor  shall not be required to
     render any services to Lessee or to make any repairs or replacements to the
     Premises,  except as  provided  in Section 3, 8, 11 and 12 hereto.  Without
     limiting the generality of the foregoing, it is specifically understood and
     agreed  that  Lessee  shall be solely  responsible  for all charges for the
     following  services  used,  rendered or supplied to, upon or in  connection
     with the  Premises  throughout  the Term:  telephone  and/or  communication
     services,  security  system or services,  utilities,  Lessor shall,  at its
     expense, provide separate metering of utilities.

          7. Insurance, Indemnification.

          7.1  Payment  for  Insurance.  Lessee  shall  pay for  all  insurances
     required  under  this   Paragraph,   except  to  the  extent  of  the  cost
     attributable to liability insurance carried by Lessor under Paragraph 7.2.2
     in excess of Two Million Dollars  ($2,000,000.00) per occurrence.  Premiums
     for policy  periods  commencing  prior to or extending  beyond the Original
     Term (or any Option Term), shall be pro-rated to correspond to the Original
     Term (or any  Option  Term).  Payment  shall be made by Lessee to Lessor as
     part of the Operating Expense Allowance.

               7.2.1  Carried  by Lessee.  Lessee  shall,  at its sole  expense,
          obtain  and keep in force  during  the  Original  Term (and any Option
          Term) of this Lease: (a) commercial general liability insurance with a
          combined   single   limit  of  not  less  than  Two  Million   Dollars
          ($2,000,000.00)  on an occurrence basis  protection  Lessee and Lessor
          (as an  additional  insured)  against  claims  for  bodily  injury and
          property  damage  arising out of the use and occupancy of the Premises
          by Lessee.

               7.2.2  Carried by Lessor.  Lessor  shall obtain and keep in force
          during the Term "all-risk" coverage insurance  (including Loss of Rent
          insurance for a minimum of twelve months) naming Lessor and such other
          parties as Lessor may designate as additional  insured's  with respect
          to the  Building  and  Improvements  now or  hereafter  located on the

<PAGE>

          Premises.  The amount of such insurance  shall be equal to 100% of the
          full  insurable  value of the  Building  and  Improvements,  with such
          deductible  clause as shall be  reasonably  determined  by Lessor  (at
          Lease  commencement  deductible will be $2,500.00).  Lessor shall also
          carry Lessor's  Liability  Coverage in single policy  inclusive of all
          alterations  thereof  limits  of not  less  than Two  Million  Dollars
          ($2,000,000.00)   for  personal  injury  and  One  Hundred   Thousands
          ($100,000,000.00) for property damage for the office building's common
          areas.  Lessee covenants and agrees to pay Lessor, as additional rent,
          all costs for such  insurance  incurred by Lessor with  respect to the
          Premises  during the Term (and any Option  Term) to be included in the
          Operating Expense  Allowance  pursuant to Paragraph 3.5 herein. If any
          portion of the Premises lies in the flood plain,  Lessor shall, at its
          sole  expense,  obtain and keep in force during the Term a flood plain
          insurance  policy (or an endorsement to its all-risk  policy) equal to
          100% of the full  insurable  value of the Building  and  Improvements.
          Lessor shall be responsible for payment of any deductible.

          7.3 Other Matters.  All insurance  required under this Paragraph 7 and
     all renewals  thereof will be issued by  companies  authorized  to transact
     business in the Commonwealth of Pennsylvania.  All insurance  policies will
     expressly provide that the policies will not be canceled or altered without
     thirty  (30) days prior  written  notice to Lessor.  Lessee may satisfy its
     insurance obligations by appropriate of its blanket insurance policies.

          7.4  Additional  Insureds.  All policies of liability  insurance  that
     Lessee is  obligated to maintain  according to this Lease or in  accordance
     with law (other than any policy of workmen's  compensation  insurance) will
     name Lessor as an additional insured. All public liability, property damage
     liability,  and casualty  policies  maintained  by Lessee will be primarily
     polices,  and not  contributing  with and not in  excess of  coverage  that
     Lessor may carry.

          7.5  Waiver.  Lessor  and  Lessee  hereby  waive all rights to recover
     against  each other,  or against  the  officers,  directors,  shareholders,
     partners,  joint  ventures,  employees,  agents,  customers,  invitees,  or
     business  visitors of each of theirs or of any other  Lessee or occupant of
     the building,  for any loss or damage arising from any cause covered by any
     insurance required to be carried by each of them pursuant to this Paragraph
     7 or any other  insurance  actually  carried  by each of them.  Lessor  and
     Lessee will cause their respective insurers to issue appropriate waivers or
     subrogation endorsements to all policies of insurance carried in connection
     with the Premises or the contents of either of them.

          7.6  Indemnification.  Lessee  hereby  agrees to  indemnify,  protect,
     defend and hold harmless  Lessor from and against any and all claims,  loss
     of  rents,  damages,  judgments,  penalties,  costs  (including  reasonable
     attorney's fee), and liabilities  (collectively,  the "Claims") arising out
     of the occupancy of the Premises by Lessee the conduct of Lessee's business
     therein.,  or any gross neglect of Lessee or Lessee's agents,  contractors,
     employees  or  invitees.   Notwithstanding  the  foregoing  indemnification
     obligations  of Lessee,  Lessee shall not be required to indemnify and hold
     Lessor harmless for any Claims resulting from the negligence and/or willful
     misconduct or Lessor or Lessor's agents, contractors, employees or invitees
     and Lessor  hereby  indemnifies  and holds  Lessee  harmless  from any such
     Claims,  excluding  consequential  damages.  Lessor hereby  indemnifies and
     holds Lessee harmless from any loss or damage to any person on the Premises
     to the extent that such loss or damage is covered by Lessor's

<PAGE>

     insurance (or would have been covered had such  insurance been obtained and
     maintained by Lessor) even if resulting from the negligence  and/or willful
     misconduct  of  Lessee  or  Lessee's  agents,   contractors  or  employees.
     Similarly,  Lessee hereby  indemnifies  and holds Lessor  harmless from any
     loss or damage to the extent  such loss or damage is  covered  by  Lessee's
     insurance (or would have been covered had such  insurance been obtained and
     maintained by Lessee), even if resulting from the negligence and/or willful
     misconduct of Lessor or Lessor's  agents,  contractors  or  employees.  The
     agreements of Lessor and Lessee to indemnify  and hold each other  harmless
     are not intended to and shall not relieve any insurance carrier or carriers
     of their obligations under insurance  policies carried by Lessor or Lessee,
     respectively, under the Lease.

          8. Damage or Destruction

          8.1  General.  If the  Premises  are damaged or destroyed by reason of
     fire or any other  casualty,  Lessee shall  immediately  notify  Lessor and
     Lessor  shall  promptly  repair or restore the Premises  (including  Lessee
     improvements)  at  Lessor's  expense,  so as to make the  Premises at least
     equal in value to the Premises existing immediately prior to the occurrence
     and as nearly similar to it in character as is practicable  and reasonable.
     Notwithstanding the foregoing,  if Lessor is unable to complete the repairs
     or  restoration  of the  Premises  within 180 days of the date of damage or
     destruction, either Lessor or Lessee may elect to terminate this Lease upon
     thirty (30) days notice, such termination to be effective as of the date of
     casualty. If the Premises are damaged or destroyed during the final two (2)
     years of the  Original  Term or final  year of any Option  Term,  Lessor or
     Lessee may terminate this Lease upon written notice.

          8.2 Rent  Abatement.  Lessee's  obligations  with respect to Rent will
     abate pending the repairs to or the  restoration  of the Premises,  but not
     longer than the coverage period for the Loss or Rent insurance coverage.

          9. Condemnation.

          9.1 Total Taking. If, by exercise of the right of eminent domain or by
     conveyance made in response to the threat of the exercise of such right (in
     either case a "Taking"),  all of the  Premises are taken,  or if so much of
     the Premises  are taken that the  Premises  could not be used by Lessee for
     the purposes for which they were used immediately  before the Taking,  this
     Lease shall end upon the earlier of the vesting of title to the Premises in
     the condemning authority or the taking of possession of the Premises by the
     condemning authority (in either case the "Ending Date").

          9.2  Partial  Taking.  If,  after a  Taking,  so much of the  Premises
     remains that, in Lessee's  reasonable  estimation,  the Premises ca be used
     for  substantially  the same purposes for which they were used  immediately
     prior to the  Taking:  (i) this Lease will end on the Ending Date as to the
     part  of  the  Premises   which  is  taken;   (ii)  prepaid  Rent  will  be
     appropriately  allocated  to the part of the  Premises  which is taken  and
     prorated to the Ending Date; (iii) beginning on the day

<PAGE>

     after the Ending Date,  Rent for so much of the Premises as remains will be
     reduced in the proportion of the floor area of the building remaining after
     the Taking to the floor area of the building before the Taking; and (iv) at
     its cost, Lessor will restore so much of the Premises as remains to a sound
     architectural unit substantially suitable for the purposes for which it was
     used immediately prior to the Taking.

          9.3 Award.  All  awards  from any Taking  shall be  allocated  between
     Lessor and Lessee in accordance with  applicable law. Unless  prohibited by
     applicable law, Lessee may prosecute its own claim by separate  proceedings
     against the condemning authority for damages legally due to it (such as the
     loss of fixtures which Lessee was entitled to remove and moving expenses).

          10. Utilities.  Lessee will contract in their own name for and pay the
     appropriate  suppliers for all gas,  electricity,  lights, heat, telephone,
     power,  and other  utilities,  except  water  and sewer and  communications
     services  delivered  to the  Premises  by such  suppliers  during the Term,
     whether or not the  services  are billed  directly  to Lessee.  If building
     becomes multi-tenanted,  utilities used for common areas, if not separately
     metered, will be provided.

          11. Assignments and Subletting.  Lessee shall not assign or sublet all
     or part of Lessee's interest in this Lease without Lessor's written consent
     which shall not be unreasonably  withheld.  In connection with any proposed
     assignment  of the Lease or sublease of all or any portion of the Premises,
     Lessee shall deliver to Lessor,  for Lessor's review and written  approval,
     all such information concerning the proposed assignee or sublease as Lessor
     may reasonably request.  Notwithstanding  the foregoing,  Lessee may assign
     the Lease at any time,  or sublease all or any part of the  Premises,  upon
     prior written notice to Lessor but without  Lessor's prior written consent,
     to any entity  which  acquires  not less than  fifty-one  percent  (51%) of
     Lessee's  assets or stock,  or is merged or  consolidated  with Lessee,  or
     which  controls,  is controlled by or is under common control with,  Lessee
     (collectively,  an  "Affiliate"),  so long as such  Affiliate  conclusively
     agrees,  in writing  delivered to Lessor prior to the effective date of the
     assignment, to assume all of Lessee's obligations under the Lease.

          12. Default; Breach; Remedies.

          12.1  Events  of  Default.   The  following   occurrences  each  shall
     constitute  an "Event of  Default"  hereunder:  (i) if Lessee  defaults  in
     payment of Rent,  and such default  continues for a period of ten (10) days
     after  written  notice to  Lessee;  (ii) if Lessee  abandons  the  Premises
     without payment of rent; (iii) if this Lease or the Premises or any part of
     the Premises is taken upon  execution  or by other  process of law directed
     against  Lessee,  or is taken upon or subjected to any  attachments  by any
     creditor of Lessee or claimant  against  Lessee,  and the attachment is not
     discharged  within ninety (90) days after its levy;  (iv) If Lessee files a
     petition in bankruptcy or insolvency or for  reorganization  or arrangement
     under the bankruptcy  laws of the United States or under any insolvency act
     of any state,  or is dissolved,  or makes an assignment  for the benefit of
     creditors:  (v) if an  involuntary  proceeding  under any bankruptcy law or
     insolvency  act or for the  dissolution  of Lessee are  instituted  against
     Lessee,  or a receiver or trustee is appointed for all substantially all of
     Lessee's property, and such proceeding is not dismissed or the receivership
     or trusteeship is not vacated within ninety (90) days after  institution or
     appointment: or (vi) if Lessee defaults in the performance or observance of
     any other material term, covenant, or condition under this Lease and Lessee
     fails to cure such default

<PAGE>

     within thirty (30) days after written notice to Lessee (of, if such default
     is  incapable  of being cured  within  such thirty (30) day period,  Lessee
     fails to commence curing such default within such thirty (30) day period).

          12.2  Remedies.  If any one or more  events  of  default  set forth in
     Paragraph  12.1 occurs,  then Lessor may give Lessee  written notice of its
     intention to terminate this Lease,  whereupon  Lessee's right to possession
     of the Premises will cease and this Lease will be terminated as of the date
     fixed in the notice. If this Lease is terminated pursuant to the provisions
     of this Paragraph  12.2,  Lessee will be liable to Lessor for damages in an
     amount equal to the Rent and all other sums that would been owing by Lessee
     under this Lease for the balance of the then current Term if this Lease had
     not been terminated, less the net proceeds, if any, of any reletting of the
     Premises by Lessor  subsequent to the termination.  Lessor will be entitled
     to collect  damages  from Lessee  monthly on the days on which the Rent and
     other  amounts  would  have  been  payable  under  this  Lease had not been
     terminated.  In the event this  Lease is  terminated  as set forth  herein,
     Lessor shall use commercially  reasonable  efforts to relet the Premises in
     order to mitigate Lessees' damages.

          13. Broker's Fee. Lessor and Lessee each hereby  represent and warrant
     to the other  that,  other  than The Flynn  Company,  on behalf of  Lessor,
     neither has dealt with any broker or agent in connection  with the Lease or
     its negotiation.  Lessee hereby agrees do indemnify, defend and hold Lessor
     harmless  from and  against  any and all costs,  expenses  and  liabilities
     (including  actual  attorney's  fees and  costs,  and court  costs)for  any
     compensation, commission or fees claimed by any broker or agent (other than
     The Flynn Company) in connection  with the Lease or its  negotiation  based
     upon any act of Lessee.  Lessor hereby agrees to indemnify,  defend an hold
     Lessee  harmless  from  and  against  any  and  all  costs,   expenses  and
     liabilities  (including  actual attorney's fees and costs, and court costs)
     for any  compensation,  commission  or fees  claimed by any broker or agent
     (other  than t The  Flynn  company)  in  connection  with the  Lease or its
     negotiation based upon any act of Lessor.

          14. Estoppel  Certificate.  Within no more than twenty (20) days after
     written  request by Lessor,  Lessee  will,  at no cost to Lessor,  execute,
     acknowledge,  and deliver to Lessor,  to the extent such  statement is true
     and correct, a certificate  stating:  (i) that this Lease is unmodified and
     in full force and effect,  or if the Lease is modified,  the nature of such
     modification accompanied by a copy of any modification agreement;  (ii) the
     date to which  rental  and other  sums  payable  under this Lease have been
     paid;  (iii) that Lessee has accepted and occupied the Premises;  (iv) that
     Lessee has no claim or offset against Lessor,  or, if it does,  stating the
     nature of such claim or offset;  and (v) other matters as may be reasonably
     requested by Lessor and acceptable to Lessee. Any certificate may be relied
     upon by any  prospective  purchaser  of the  Premises  and any  prospective
     mortgagee or  beneficiary  under any deed of trust or mortgage  encumbering
     the Premises.

          15.  Severability.  The invalidity of any provision of this Lease,  as
     determined by a court or government agency of competent jurisdiction, shall
     in no way affect the validity of any other provision hereof.

          16. Notices. Any notice, request, demand, consent,  approval, or other
     communication required or permitted under this Lease shall be in

<PAGE>

     writing  and  shall be  deemed  to have  been  given  (i)  when  personally
     delivered by courier (or by guaranteed  overnight delivery service),  (iii)
     when served pursuant to the Federal Rules of Civil  Procedure,  or (iii) on
     the day, as determined by the postmark,  it is deposited in any  depository
     regularly maintained by the United States postal services, postage prepaid,
     certified or registered  mail ,return  receipt  requested,  addressed to or
     (iv) via telefax:

          Lessor:                  Dunwoody Associates
                                   55 Country Club Drive
                                   Downingtown, PA 19355-3062
                                   ATTN: Jack R. Loew

          Lessee:                  Mr. Myles Tasman
                                   Golden American Life Insurance Company
                                   1001 Jefferson Street
                                   Suite 400
                                   Wilmington, DE 19801

          With a copy to:          Mr. Ben Chernow
                                   Golden American Life Insurance Company
                                   1001 Jefferson Street
                                   Suite 400
                                   Wilmington, DE 19801

     Either Lessor or Lessee may change its address or addressee by giving prior
     written notice according this Paragraph.

          17. Waivers.  No waiver of any condition or agreement in this Lease by
     either Lessor or Lessee will imply or  constitute a further  waiver by such
     party of the same or any other  condition  or  agreement.  If this Lease is
     assigned,  of if the  Premises  or any part of the  Premises  are sublet or
     occupied by anyone  other than  Lessee,  Lessor may  collect  Rent from the
     assignee, sublessee, or occupant as Lessee.

          18.  Recording.  Either  Lessor or Lessee  shall,  upon request of the
     other,  execute,  acknowledge  and  deliver  to  the  other  a  short  form
     memorandum  of this  Lease for  recording  purposes.  The party  requesting
     recordation  shall  be  responsible  for  payment  of any  fees  applicable
     thereto.

          19.  Surrender.  Lessee shall,  upon expiration or termination of this
     Lease, promptly surrender the Premises in good order and condition,  normal
     wear and tear excepted.

          20. No right to Holdover.  If Lessee  fails to surrender  the Premises
     upon the expiration or earlier termination of the Term, without the express
     written consent of Lessor, Lessee shall become a month-to-month tenant at a
     rental  rate equal to one  hundred  fifty  percent  (150%) of the Base Rent
     payable by Lessee for the month  immediately  preceding such  expiration or
     earlier termination, and Lessee shall remain responsible for the payment of
     all other monetary  obligations  due and payable by Lessee under the Lease.

<PAGE>

     Acceptance  by  Lessor  of  any  rent  after  such  expiration  or  earlier
     termination of the Term shall not result in any renewal or extension of the
     Term.

          21.  Cumulative  Remedies.  No remedy or election  hereunder  shall be
     deemed exclusive but shall, wherever possible, be cumulative with all other
     remedies at law or in equity.

          22.  Binding  Effect:  Choice of Law. This Lease shall be binding upon
     the parties,  the personal  representatives,  successors and assigns and be
     governed by the laws of the  Commonwealth of  Pennsylvania.  Any litigation
     between the parties hereto  concerning  this Lease shall be imitated in the
     County in which the Premises are located.

          23. Subordination; Attornment; Non-Disturbance.

          23.1 General. This Lease and Lessee's rights hereunder are subject and
     subordinate to any first mortgage, first deed of trust, or other first lien
     encumbrance   or  indenture,   together  with  any  renewals,   extensions,
     modifications, consolidations and replacements thereof, which nor or at any
     subsequent  time  affect  the  Premises,  any  interest  of  Lessor  in the
     Premises,  and  Lessor's  interest in this Lease and the estate  created by
     this  Lease  (except  to the  extent  that  any such  instrument  expressly
     provides  that  this  Lease  is  superior  to  it).  Lessee  will  execute,
     acknowledge  and deliver to Lessor at any time and from time to time,  upon
     demand by Lessor,  any  reasonable  documents s may be requested by Lessor,
     any ground Lessor or underlying  Lessor,  or any mortgage lender, or holder
     of any other instrument described in this subsection,  to confirm or effect
     such subordination.

          23.2  Attornment.  If any  mortgage  lender or  holder of any  similar
     instrument  described in Paragraph 23.1 above succeeds to Lessor's interest
     in the  Premises,  Lessee  shall pay to it all Rents  subsequently  payable
     under this Lease, and Lessee shall, upon request of anyone so succeeding to
     the interest of Lessor,  automatically become the lessee of, and attorn to,
     the successor in interest without change in this Lease. Upon request by the
     successor  in  interest  and  without  cost to Lessor or the  successor  in
     interest,  Lessee shall execute,  acknowledge  and deliver an instrument or
     instruments confirming such attornment. Such instrument or attornment shall
     also provide that the successor in interest shall not disturb Lessee in its
     use of the Premises in accordance  with this Lease so long as Lessee is not
     in material default hereunder.

          23.3.  Non-Disturbance.  With  respect  to  any  security  instruments
     described  in  Paragraph  23.1  above  entered  into by  Lessor  after  the
     execution  of this  Lease,  Lessee's  subordination  of this Lease shall be
     subject to receiving a commercially  reasonable  non-disturbance  agreement
     from the  beneficiary  of such  security  instrument  which  provides  that
     Lessee's possession of the Premises and this Lease will not be disturbed so
     long as Lessee is not material default  hereunder and attorns to the record
     owner of the Premises.  Further, within sixty (60) days after the execution
     of this Lease, Lessor shall use commercially reasonable efforts to obtain a
     non-disturbance  agreement  from the  holder of any  pre-existing  security
     instrument relating to the Premises.

          24.  Signage.  The  graphics,   materials,  color,  design  lettering,
     lighting,  size,  quality,  specifications  and exact  location of Lessee's

<PAGE>

     signage,  if any,  shall comply with all  applicable law and Park Covenants
     affecting the Premises.  At the  expiration or earlier  termination  of the
     Lease, Lessee shall, at Lessee's sole cost and expense,  cause such signage
     to be removed from the  Premises  (including  the removal of any  lingering
     sign  identification on the Building and/or the Premises where such signage
     was located),  and Lessee will repair any damage to the Premises  caused by
     such  removal.  If Lessee  fails to remove such signage and repair any such
     damage to the Premises  within  thirty (30) days after any  termination  or
     expiration  of the Lease,  then  Lessor  may  perform  such  work,  and all
     reasonable  costs and expenses  incurred by Lessor shall be  reimbursed  by
     Lessee within thirty (30) days after Lessee's  receipt of Lessor's  written
     demand therefor.

          25. Quiet Possession.  So long as Lessee is not in material default of
     this Lease, Lessee's quite and peaceful enjoyment of the Premises shall not
     be disturbed  or  interfered  with by Lessor or by any person  claiming by,
     through or under Lessor.

          26. Time of the  Essence.  Time is of the  essence  with regard to the
     performance of all obligations to be performed or observed by the parties.

          27.  Entire  Agreement.  This Lease  Agreement,  including any and all
     exhibits  and  attachments  hereto,  constitutes  the entire  understanding
     between Lessor and Lessee with respect to the subject matter hereof.

          28.  Amendments.  This Lease may be amended only in writing  signed by
     the parties in interest at the time of the modification.

          IIN  WITNESS  WHEREOF,  Lessor and  Lessee  have  executed  this Lease
     Agreement as of the date first written above.

     ATTEST/WITNESS:                              LESSOR:
                                                  DUNWOODY ASSOCIATES
                                                  by JRL PROPERTIES, Inc.,
                                                  its general partner


     ________________________________             By:  /s/ Jack R. Loew
                                                       ----------------------
                                                       Jack R. Loew, President


                                                  LESSEE:
                                                  GOLDEN AMERICAN LIFE. INS. CO.


     ________________________________             By : /s/ Terry Kendall
                                                       -----------------
                                                       Terry Kendall, President



<PAGE>



                                   EXHIBIT "C"

                              LESSOR IIMPROVEMENTS

                             (Intentionally Omitted)


<PAGE>



                                   EXHIBIT "D"

                              LESSOR IIMPROVEMENTS

                             (Intentionally Omitted)



<PAGE>



                                   EXHIBIT "F"

                          ESTIMATED OPERATING EXPENSES

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY


REAL ESTATE TAXES                                            $1.60
INSURANCE                                                      .10
LANDSCAPE MAINTENANCE                                          .18
SNOW REMOVAL                                                   .15
WATER/SEWER                                                    .15
BUILDING MAINTENANCE                                           .45
TRASH REMOVAL                                                  .15
HVAC MAINTENANCE                                               .10
ELEVATOR MAINTENANCE                                           .09
PARKING LOT MAINTENANCE                                        .08
JANITORIAL                                                     .80
MANAGEMENT                                                     .25
                                                           -------
TOTAL                                                        $4.10




<PAGE>



                                   EXHIBIT "E"

                        CONFIRMATION OF LEASE AGREEMEN T

     THIS CONFIRMATION OF LEASE AGREEMENT ("Agreement") dated _________,  _____,
is hereby executed by the  undersigned  "Lessor" and "Lessee" (as both terms are
hereinafter  defined),  and is attached to and made a part of that certain Lease
Agreement     dated      _________,      _____     (the     "Lease")     between
________________________________, a ________________________________ ("Lessor"),
and    ________________________________,    a   ________________________________
("Lessee").

     The  undersigned,   Lessor  and  Lessee,  hereby  confirm  and  verify  the
following:

     1. _________,  _____ is hereby confirmed to be the Commencement Date of the
Original Term of the Lease;

     2.  _________,  _____ is hereby  confirmed to be the Expiration Date of the
Original Term of the Lease,

     3.  US$____________  is the monthly Base Rent payable for the Original Term
of the Lease; and

     4. _______________ s. f. is hereby confirmed as the final square footage of
the Building on the Premises.

     Except as set forth herein,  the Lease remains unmodified and in full force
and effect. In the event of any conflict between the terms of this Agreement and
the Lease, this Agreement shall supersede and control.

     ATTEST/WITNESS:                          LESSOR:


     ________________________________         By: ______________________________
                                              Name:
                                              Title:


                                              LESSEE:


     ________________________________         By :______________________________
                                              Name:
                                              Title:



<PAGE>



                               EXHIBIT "B" - SPEC

                           THREE-STORY OFFICE BUILDING

                                 GOLDEN AMERICAN

                            GLENLOCH CORPORATE CAMPUS
                   West Whiteland Township, Chester County, PA

                         Project Outline Specifications
                                  April 3, 1998

     GENERAL REQUIREMENTS

     Summary of Work:  Lessor will  construct a 65,000 s.f.  three-story  office
building. The building design will allow for future expansion on the south wall.
The core facilities (i.e. lobby, elevators,  restrooms,) for the entire building
(initial  construction  and  future  expansion)  are  provided  for in the shell
building.  The electric service,  water service,  and sewer service laterals are
sized for 125,000 s.f. The HVAC will be a VAV type system.

     Alternates: (1) To construct an additional 30,000 s.f. and (2) construct an
additional  60,000  s.f.  after the  completion  and  occupancy  of the  initial
building.

     Permits  and  Inspections:  Lessor  will  obtain  and pay  for all  permits
required  from the  Pennsylvania  State  Labor and  Industry  and the  Township.
Geotechnical  monitoring  of the site and building  including  soils  compaction
data,  footing  bottom  inspection,  and concrete  testing are also  included as
required.

     Construction  Facilities and Services: A superintendent will be provided to
monitor and supervise the day-today construction activities.  The site will have
temporary  facilities  including  job trailer and  utilities.  At the end of the
project, Lessor will perform a construction clean-up in preparation for turnover
to the Owner.

     Quality Assurance: All work shall be performed in accordance with local and
state building  codes and per the  recommendations  of the  applicable  building
associations.

     Work Not Included in the Contract:  The following items are not provided by
Lessor in the base contract:


     Interior or exterior signage



<PAGE>



     SITEWORK

     General:  Lessor will  provide all  necessary  sitework  to  construct  the
building.


     Paving and Curbing: All areas designated as driveways or parking areas will
be fully curbed and paved and striped in accordance with the  configuration  and
specification shown on the site plan (attached as Exhibit "A").

     Landscaping:  Landscaping has been included for the design and installation
of  trees,  plantings  and  lawns  around  the  building  to meet  the  Township
requirements.

     Utilities:   Lessor  shall  provide  and  coordinate  the  installation  of
underground water mains for domestic use and fire protection, electric, gas, and
telephone services including all required conduits to the building.

     CONCRETE

     General:  Lessor will provide all concrete work required for the project in
accordance with A.C.I.  (American Concrete Institute) general requirements.  All
concrete shall have a minimum compressive strength of 3000 OSI in 28 days.

     Foundations:  Lessor will provide all reinforced  concrete  retaining walls
and column footings required to support floors,  walls, and structural  members.
The footing design assumes a soil bearing capacity of 3000 PSI.

     Slabs: Concrete slabs shall be provided as follows:


      First floor office:                      4" of concrete over 4" of stone
      Second floor office                      3" of concrete on metal deck
      Third floor office:                      3" of concrete on metal deck
      Exterior sidewalks and stops             4" of concrete over 4" of stone

     All slabs shall be reinforced with a minimum of 6/6, 10 x 10 wire mesh.

     MASONRY

     General:  The building  shall be 4" brick  veneer over 8" concrete  masonry
units (CMU) below the first floor  windows and 4" brick veneer on  prefabricated
structural wall panels above the first floor windows. Elevator, stairtowers, and
elevator machine room will be 8" CMU walls.

     METALS

     Structural  Steel:  Lessor will provide all required steel for the building
shell.  All  structural  steel work shall be  performed in  accordance  with the
American Institute of Steel Constructions (A.I.S.C.).  All steel joists shall be

<PAGE>

in accordance  with the Steel Joist  Institute.  The roof will be designed for a
live snow loaf of 30 pounds per square  foot.  The second and third floors shall
be designed for standard  office floor loading of 80 pounds per square foot. The
building will be supported by means of a freestanding  steel framework  designed
to provide a minimum  drop  ceiling  height of 9'. Steel bar joists will support
the  second  and third  floor  slabs  and the  roof.  Lessor  will  provide  all
miscellaneous steel consisting of one interior fire towers, one ornamental lobby
stair, roof access ladder, and miscellaneous site handrails.

     Metal  Panels:  Prefabricated  wall  panels  will be  installed  to  create
spandrel  panels between  floors and the wall/roof  system above the third floor
windows.  All panels  will be designed  under the  supervision  of a  structural
engineer.

     CARPENTRY

     Rough  Carpentry:  Lessor  shall  furnish  and  install  all  miscellaneous
carpentry necessary for the construction of soffits.

     THERMAL AND MOISTURE

     Roofing:  The  roof of the  building  will be  constructed  using  four ply
built-up  roofing  system over a  mechanically  fastened  R-19 rigid  insulation
board.  All roof areas shall be internally  drained.  Roof shall have a five (5)
year warranty.

     Miscellaneous:  Lessor will provide  perimeter  insulation  below grade. 4"
batt insulation shall be installed along all exterior walls.  Control joints and
window systems will be caulked using a two-part  polyurethane.  A roof hatch and
ladder will be provided in a third floor closet.

     Moisture Protection:  Lessor shall provide foundation  waterproofing at all
walls with finished space below grade.  A foundation  drain will be installed at
all walls receiving a moisture protection barrier.

     DOORS AND WINDOWS

     Doors:  The standard  interior  lobby doors shall be full height solid core
oak veneer for  ingress/egress  and hollow metal doors for rated  openings (i.e.
mechanical rooms). Both will be set in hollow metal frames.  Doors shall receive
standard  duty  commercial  lever-type  hardware  Schlage or equal  meeting  all
applicable  codes.  Panic hardware and exit devices will be provided as required
by applicable building codes.

     Glass  and  Glazing:   The  building   will  have  six  foot  high  windows
manufactured  by Kawneer or equal as shown on the sketch.  All windows  shall be
insulated  glass with a shading  coefficient  sufficient  to balance the optimal
HVAC requirements  with adequate natural light.  Window analysis to be performed
and  approved  by Lessor and  Lessee.  The main  entrance  shall be a  two-story
curtain wall system with medium style doors with quarter inch glass, tempered as
required by code .



<PAGE>



     FRAMING AND DRYWALL

     General: All interior drywall walls will be constructed to create the lobby
area at the first, second, and third floors, two (2) bathroom facilities will be
provided per floor,  elevator and  mechanical  rooms  required for the building.
Walls will be  constructed  of 3 5/8"  steel  studs,  16" on  center,  with 1/2"
drywall on each side. All partitions will e nine feet tall. Insulation for noise
control shall be provided in restroom  partitions.  The walls creating the lobby
areas shall be one hour rated.  No other  partitions or drywall work is provided
for the shell portion of the project.

     FINISHES

     A room-by-room  finish  schedule will ultimately be created by Lessor to be
approved by Lessee to proved exact details on all interior  finishes  within the
lobby,  bathroom, and core areas. We have included ceramic tile in the restrooms
with a 5' high  wainscot on the wet wall with Type II vinyl on balance of walls.
An upgraded 12 x 12 quarry tile floor will be provided in the first floor lobby.
Upgraded  carpet  will be  provided  in all other  public  areas of the  lobbies
including  the lobby stair.  An upgraded  regular  ceiling tile in 7/16" grid is
provided in all lobby public areas.

     SPECIALTIES

     General:  Bathroom  fit-up  consisting  of mirrors  and  standard  bathroom
accessories will be provided in each of the restrooms.  Fire  extinguishers will
be installed throughout the building in accordance with local authorities.

     CONCEYING SYSTEMS

     Elevator:  Lessor will furnish and install two (2) 3000# capacity, cab size
of approximately  4'3 x 6'8", 3 stop, 125 feet per minute standard car, elevator
system manufactured by Schindler or equal.

     MECHANICAL

     Fire Protection:  The building will be fully sprinklered in accordance with
NFPA 13 (ordinary hazard). All ceilings shall have semi-recessed,  chrome plated
sprinkler  heads.  Miscellaneous  equipment  including  main riser with flow and
tamper  switches,  inspector  test, fire  department  connection,  and sprinkler
cabinet will be installed as required.  A smoke  evacuation will be installed by
Lessor in main lobby and secondary fire tower.




<PAGE>



                           THREE-STORY OFFICE BUILDING

                                 GOLDEN AMERICAN

                            GLENLOCH CORPORATE CAMPUS
                   West Whiteland Township, Chester County, PA

                         Project Outline Specifications
                                 March 26, 1998


     GENERAL REQUIREMENTS

     Summary of Work:  Lessor will  construct a 65,000 s.f.  three-story  office
building. The building design will allow for future expansion on the south wall.
The core facilities (i.e. lobby, elevators,  restrooms,) for the entire building
(initial  construction  and  future  expansion)  are  provided  for in the shell
building.  The electric service,  water service,  and sewer service laterals are
sized  for  125,000  s.f.  The HVAC will be a will be a water  source  heat pump
system.  The cooling  towers will be sized for 125,000 s.f. The loop piping will
be installed in the 65,000 s.f. initial building. The remaining equipment is not
included  in the shell  (i.e.  heat  pumps,  duct,  controls,  etc.) and will be
installed as part of the tenant fit-out.

     Alternates: (1) To construct an additional 30,000 s.f. and (2) construct an
additional  60,000  s.f.  after the  completion  and  occupancy  of the  initial
building.

     Permits  and  Inspections:  Lessor  will  obtain  and pay  for all  permits
required  from the  Pennsylvania  State  Labor and  Industry  and the  Township.
Geotechnical  monitoring  of the site and building  including  soils  compaction
data,  footing  bottom  inspection,  and concrete  testing are also  included as
required.

     Construction  Facilities and Services: A superintendent will be provided to
monitor and supervise the day-today construction activities.  The site will have
temporary  facilities  including  job trailer and  utilities.  At the end of the
project, Lessor will perform a construction clean-up in preparation for turnover
to the Owner.

     Quality Assurance: All work shall be performed in accordance with local and
state building  codes and per the  recommendations  of the  applicable  building
associations.  Lessor  will  warrant  all work for a period of one year from the
time of substantial completion.

     Work Not Included in the Contract:  The following items are not provided by
Lessor in the base contract:

     Interior or exterior signage

<PAGE>


     SITEWORK

     General:  Lessor will  provide all  necessary  sitework  to  construct  the
building.


     Paving and Curbing: All areas designated as driveways or parking areas will
be fully curbed and paved and striped in accordance with the  configuration  and
specification shown on the site plan.

     Landscaping:  Landscaping has been included for the design and installation
of  trees,  plantings  and  lawns  around  the  building  to meet  the  Township
requirements.

     Utilities:  Lessor shall provide  and/or  coordinate  the  installation  of
underground water mains for domestic use and fire protection, electric, gas, and
telephone services to the building.

     CONCRETE

     General:  Lessor will provide all concrete work required for the project in
accordance with A.C.I.  (American Concrete Institute) general requirements.  All
concrete shall have a minimum compressive strength of 3000 OSI in 28 days.

     Foundations:  Lessor will provide all reinforced  concrete  retaining walls
and column footings required to support floors,  walls, and structural  members.
The footing design assumes a soil bearing capacity of 3000 PSI.

     Slabs: Concrete slabs shall be provided as follows:

      First floor office:                      4" of concrete over 4" of stone
      Second floor office                      3" of concrete on metal deck
      Third floor office:                      3" of concrete on metal deck
      Exterior sidewalks and stops             4" of concrete over 4" of stone

     All slabs shall be reinforced with a minimum of 6/6, 10 x 10 wire mesh.

     MASONRY

     General:  The building  shall be 4" brick  veneer over 8" concrete  masonry
units (CMU) below the first floor  windows and 4" brick veneer on  prefabricated
structural wall panels above the first floor windows. Elevator, stairtowers, and
elevator machine room will be 8" CMU walls.

     METALS

     Structural  Steel:  Lessor will provide all required steel for the building
shell.  All  structural  steel work shall be  performed in  accordance  with the
American Institute of Steel Constructions (A.I.S.C.).  All steel joists shall be
in accordance  with the Steel Joist  Institute.  The roof will be designed for a
live snow loaf of 30 pounds per square  foot.  The second and third floors shall

<PAGE>

be designed for standard  office floor loading of 80 pounds per square foot. The
building will be supported by means of a freestanding steel framework. Steel bar
joists will  support the second and third floor slabs and the roof.  Lessor will
provide all  miscellaneous  steel  consisting of one interior  fire towers,  one
ornamental lobby stair, roof access ladder, and miscellaneous site handrails.

     Metal Panels:  Prefabricated  wall panels and partial roof/wall panels will
be installed to create spandrel  panels between floors and the wall/roof  system
above the third floor windows. All panels will be designed under the supervision
of a structural engineer.

     CARPENTRY

     Rough  Carpentry:  Lessor  shall  furnish  and  install  all  miscellaneous
carpentry necessary for the construction of soffits.

     THERMAL AND MOISTURE

     Roofing:  The  roof of the  building  will be  constructed  using  four ply
built-up  roofing  system over a  mechanically  fastened  R-19 rigid  insulation
board.  All roof areas shall be internally  drained.  Roof shall have a five (5)
year warranty.

     Miscellaneous:  Lessor will provide  perimeter  insulation  below grade. 4"
batt insulation shall be installed along all exterior walls.  Control joints and
window systems will be caulked using a two-part  polyurethane.  A roof hatch and
ladder will be provided in a third floor closet.

     Moisture Protection:  Lessor shall provide foundation  waterproofing at all
walls with finished space below grade.  A foundation  drain will be installed at
all walls receiving a moisture protection barrier.

     DOORS AND WINDOWS

     Doors:  All  interior  lobby  doors  shall be solid  core  oak  veneer  for
ingress/egress  and  hollow  metal  doors for rated  openings  (i.e.  mechanical
rooms).  Both will be set in hollow metal frames.  Doors shall receive  standard
duty  commercial  lever-type  hardware  Schlage or equal meeting all  applicable
codes.  Panic  hardware  and  exit  devices  will be  provided  as  required  by
applicable building codes.

     Glass  and  Glazing:   The  building   will  have  six  foot  high  windows
manufactured  by Kawneer or equal as shown on the sketch.  All windows  shall be
insulated  glass set in dark bronze  thermal  break  aluminum  frames.  The main
entrance  shall be a two-story  curtain wall system with medium style doors with
quarter inch glass, tempered as required by code.

     FRAMING AND DRYWALL

     General: All interior drywall walls will be constructed to create the lobby
area at the first, second, and third floors, two (2) bathroom facilities will be
provided per floor,  elevator and  mechanical  rooms  required for the building.

<PAGE>

Walls will be  constructed  of 3 5/8"  steel  studs,  16" on  center,  with 1/2"
drywall on each side. All partitions will e nine feet tall. Insulation for noise
control shall be provided in restroom  partitions.  The walls creating the lobby
areas shall be one hour rated.  No other  partitions or drywall work is provided
for the shell portion of the project.

     FINISHES

     A room-by-room  finish  schedule will ultimately be created by Lessor to be
approved by Lessee to proved exact details on all interior  finishes  within the
lobby,  bathroom, and core areas. We have included ceramic tile in the restrooms
with a 5' high  wainscot on the wet wall.  An upgraded 12 x 12 quarry tile floor
will be provided in the first floor lobby.  Upgraded  carpet will be provided in
all other public  areas of the lobbies  including  the lobby stair.  An upgraded
tegular ceiling tile in 7/16" grid is provided in all lobby public areas.

     SPECIALTIES

     General:  Bathroom  fit-up  consisting  of mirrors  and  standard  bathroom
accessories will be provided in each of the restrooms.  Fire  extinguishers will
be installed throughout the building in accordance with local authorities.

     CONCEYING SYSTEMS

     Elevator:  Lessor will furnish and install two (2) 2500# capacity, cab size
of approximately  4'3 x 6'8", 3 stop, 125 feet per minute standard car, elevator
system manufactured by Schindler or equal.

     MECHANICAL

     Fire Protection:  The building will be fully sprinklered in accordance with
NFPA 13 (ordinary hazard). All ceilings shall have semi-recessed,  chrome plated
sprinkler  heads.  The  tenant  area is an open  ceiling  and will have  upright
brass-heads.  Miscellaneous  equipment including main riser with flow and tamper
switches, inspector test, fire department connection, and sprinkler cabinet will
be installed as required.  A fire booster pump or other specialty fire equipment
is not included.

     Plumbing:  The  roof  water  will  be  internally  drained,  collected  and
distributed to the storm water management  system.  Domestic water  distribution
and sanitary sewer piping is provided as shown on the drawings. We have included
(30) lavatories,  (30) water closets with flush valves,  (3) water coolers,  (3)
water heaters, (3) floor drains, (3) janitor's sinks, and (4) hose bibs.

     HVAC:  The HVAC system  will be a closed  loop water  source heat pump with
cooling tower mounted on the roof. The main water loop, chiller,  boiler make-up
air units, and  miscellaneous  equipment will be provided in the shell building.
All other  equipment  including heat pumps,  ductwork  diffusers and controls to
complete  the system will be included  with the fit-out  portion of the project.
All work shall be in  accordance  with ASHREA and SMACNA  standards.  The system
shall be designed to maintain space conditions for occupied areas as follows:

<PAGE>

   Summer:  75 degree dry bulb with 50% maximum relative humidity, at an outdoor
            temperature of 95 degrees dry bulb.

   Winter:  70 degree dry bulb with 50% maximum relative humidity, at an outdoor
            temperature of 0 degree dry bulb.

     Outdoor air will be  introduced  at the rate of 5% of the total supply CFM.
The  required  amount of total  supplied  air shall be a minimum of five (5) air
changes per hour. Exhaust fans will be provided in each bathroom.

     Work Not Included in the Contract:  The following items are not provided by
Lessor in the base contract:

       Mechanical work within tenant spaces other than specified above
       Humidification control
       Computerized Energy Management Systems

     ELECTRICAL

     Service and Distribution:  Lessor will perform all work not provided by the
power  company to supply a 277/480V - 3pphase  electric  service.  This includes
primary and secondary work and distribution  switchgear. A 1600 amp service will
be provided.  This service is of adequate size to accommodate  the base building
and the 60,000 s.f. expansion.

     Lighting:  Upgraded interior lobby lighting is included.  Fluorescent strip
lighting will be installed in the  mechanical  and elevator  machine room.  (24)
high hats are included in the exterior soffit.

     Power: Lobby and corridor convenience  receptacles are included.  Bathrooms
will have ground fault type receptacles.

     Emergency  Systems:  We have  included all battery type  emergency and exit
lighting  required by applicable  building codes plus a building code fire alarm
system.  This system is expandable to accommodate the future requirements of the
expansion and the tenant fit-out.

     Work Not Included in the Contract:  The following items are not provided by
Lessor in the base contract:

       Electrical Work to Future Tenant Spaces
       Emergency Generator or Uninterrupted Power Sources
       Computer or Telecommunications Wiring or Devices
       Security, or Entrance Alarm Systems
       Specialty or Decorative Lighting

     END OF SPECIFICATION


<PAGE>



                           THREE-STORY OFFICE BUILDING

                                 GOLDEN AMERICAN

                            GLENLOCH CORPORATE CAMPUS
                   West Whiteland Township, Chester County, PA

                     Interior Fit-Up Outline Specifications
                                 March 26, 1998


     GENERAL REQUIREMENTS

     Summary of Work:  Lessor will  construct a 65,000 s.f.  three-story  office
building. The core facilities (i.e. lobby, elevators, restrooms,) for the entire
building  were provided for in the shell  building.  It assumed that the bulk of
the  fit-up  will  be  constructed  using  the  standard  office  finishes  with
approximately 3,000 s.f. of upgraded finish are.

     Permits  and  Inspections:  Lessor  will  obtain  and pay  for all  permits
required  from the  Pennsylvania  State Labor and  Industry  and the Township as
required for the fit-up.

     Quality Assurance: All work shall be performed in accordance with local and
state building  codes and per the  recommendations  of the  applicable  building
associations.  Lessor  will  warrant  all work for a period of one year from the
time of substantial completion.

     FRAMING AND DRYWALL

     General:  An  allowance  for 6,000  linear  feet of drywall  partitions  is
included.  Walls will be constructed  of 3 5/8" metal studs,  16" on center with
1/2" drywall on each face. Partitions in the office area will be nine feet tall.
Insulation for noise control shall be provided around bathrooms, lunchrooms, and
conference rooms.

     FINISHES

     Generals:  All finishes shall be chosen from Lessor's standard  selections.
Lessor  will  assist the Owner in the design and  coordination  of the  interior
finishes. Below is a list of standard finish materials.

     STANDARD FINISH MATERIALS

     Offices, Conference Rooms, General Areas

     Flooring:   28 ounce level loop carpeting
                 Manufactures: Patchcraft, Designweave, J & J Industries,
                 or equal

<PAGE>


     Wall Base:  4" vinyl cove base, 1/8 thick material.
                 Manufactures: Roppe, Jonsonite, or equal.

     Walls:      Painted with a minimum of two coats flat latex paint.
                 Manufactures: Shervin Williams, Duron, Benjamin Moore,
                 or equal.

     Ceilings:   2 x 4 white lay-in ceiling tiles, fissured mainboard, white,
                 with 15/16" white aluminum grid.
                 Manufactures: Armstrong, USG, Celtoex, or equal.

     Lunch Rooms/Cafeteria/Coffee Area

     Flooring:   12" x 12" vinyl composition floor tile (VCT)
                 Manufactures: Armstrong, Mannington, or equal.

     Wall, Base,
     Walls, Ceiling:   Same as above.

     Casework:   Kitchen/bathroom counters and cabinets shall have laminate
                 surfaces.
                 Manufactures: Formica, Nevamar, Wilsonart, or equal.

     UPGRADED FINISHES

     Flooring:   28-32 ounce cut pile carpeting with decorative accent
                 bordering.
                 Manufactures: Patchcraft, Designweaeve, J & J Industries,
                 or equal.

     Wall Base:  Carpet base.
                 Standard profile wood base.

     Walls:      Type I vinyl wallcovering.

     Ceilings:   2' x 2' tegular edge decorative ceiling.

     Lighting:   Combination of parabolic light fixturing and/or hi-hat lighting
                 with appropriate switching.



     SPECIALTIES

     General: Lessor will provide 1" mini blinds.

     Work Not Included in the Contract:  The following items are not provided by
Lessor in the base contract:

       Built-in furniture or reception desk.

     MECHANICAL

     Fire  Protection:  Lessor  will  modify  the  shell  sprinkler  system  to
                        accommodate the fit-up.

     Plumbing:          The bulk plumbing is provided in the shell construction.
                        We will provide one (1) coffee station per floor
                        including all plumbing requirements.

     HVAC:  Lessor will complete the HVAC for the space  inclusive of the supply
and  installation of water source heat pumps (to be connected to the loop system
installed in the shell), ductwork,  diffusers, grilles, and controls as required
for a compete system.

     ELECTRICAL

     Lighting:  Lessor will provide 2' x 4' lay-in  fluorescent  light  fixtures
with acrylic prismatic lens covers to create minimum 65 foot candle level in the
office areas. All light fixtures will be provided with energy efficient ballast.
Each office will have a minimum of one light switch.

     Power:  Receptacles will be provided in the ratio of one (1) receptacle for
each one hundred and  twenty-five  square feet of open office team. A minimum of
two (2) receptacles will be installed in each office or room.

     Emergency  Systems:  We have  included  all  emergency  and  exit  lighting
required by applicable building codes.

     Work Not Included in the Contract:  The following items are not provided by
Lessor in the base contract:

       Distribution to, or hook-up of, Owner supplied landscape partitions.
       Emergency generator or uninterrupted power sources.
       Computer or telecommunications wiring or devices.

     END OF SPECIFICATION

<PAGE>

                                                                 EXHIBIT 10.A(o)


                                 LEASE AGREEMENT

                                     BETWEEN

                               DUNWOODY ASSOCIATES
                       a Pennsylvania limited partnership

                                    as Lessor

                                       and

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                    as Lessee


                              Date: April 6th, 1998



<PAGE>






                                TABLE OF CONTENTS

    1.       Premises                                                          1
              1.1    Agreement to Lease                                        1
                           1.1.1.     Lessee's Proportionate Share             1
              1.2    Improvements                                              1

              1.3    Intentionally Omitted                                     2
              1.4    Condition                                                 2
              1.5    Lessor's Compliance                                       2
              1.6    Option to Expand                                          3

    2. Term
              2.1    Original Term                                             3
              2.2    Delay in Possession                                       4
              2.3    Confirmation of Lease                                     4
              2.4    Changes                                                   4
              2.5    Force Majeure                                             5
              2.6    Lessee Delays                                             5
              2.7    Options to Extend                                         5
              2.8    Early Occupancy                                           6

    3.   Rent                                                                  6
              3.1    Base Rent                                                 6
              3.2    Payment                                                   6
              3.4    Increase in Base Rent                                     7
              3.5    Operating Expense Allowance                               7
              3.6    Operating Expense Adjustments                             7
              3.7    Taxes                                                    10
                       3.7.1      Personal Property Taxes                     10
                       3.7.2      Right to Contest Taxes                      10

    4.   Use                                                                  10
              4.1    Permitted Use                                            10
              4.2    Fixtures Alterations                                     10
              4.3.   Lessee's Compliance                                      11
              4.4    Lessor's Access                                          11

    5. Hazardous Substances                                                   11
              5.1    Hazardous Substance Defined                              11
              5.2    Lessor Indemnification                                   11
              5.3    Lessee Indemnification                                   12



<PAGE>



    6. Maintenance                                                            12
              6.2    Lessor's Obligations                                     12
              6.3    No Liens                                                 12
              6.4    No Other Services by Lessor                              12

    7. Insurance, Indemnification                                             13
              7.1    Payment for Insurance                                    13
                       7.2.1      Carried by Lessee                           13
                       7.2.2      Carried by Lessor                           13
              7.3    Other Matters                                            13
              7.4.   Additional Insureds                                      14
              7.5    Waiver                                                   14
              7.6    Indemnification                                          14

    8. Damage or Destruction                                                  15

              8.1    General                                                  15
              8.2    Rent Abatement                                           15

    9. Condemnation                                                           15
              9.1    Total Taking                                             15
              9.2    Partial Taking                                           15
              9.3    Award                                                    16

   10. Utilities                                                              16

   11. Assignments and Subletting                                             16

   12. Default: Breach; Remedies                                              16
              12.1   Events of Default                                        16
              12.2   Remedies                                                 17

   13. Broker's Fee                                                           17

   14. Estoppel Certificate                                                   17

   15. Severability                                                           18

   16. Notices                                                                18

   17. Waivers                                                                18

   18. Recording                                                              19

   19. Surrender                                                              19

   20. No Right to Holdover                                                   19

   21. Cumulative Remedies                                                    19

   22. Binding Effect: Choice of Law                                          19

   23. Subordination: Attornment; Non-Disturbance                             19
              23.1 General                                                    19

   24. Signage                                                                20

   25. Quiet Possession                                                       20

   26. Time of the Essence                                                    20

   27. Entire Agreement                                                       21

   28. Amendments                                                             21




<PAGE>




                                 LEASE AGREEMENT

     THIS LEASE  AGREEMENT (the "Lease") date for reference  purposes only as of
the 6th day of April, 1998, by and between Dunwoody  Associates,  a Pennsylvania
limited Partnership and/or Their Assignee  ("Lessor"),  and Golden American Life
Insurance Company, a Delaware Corporation ("Lessee").

     NOW,  THEREFORE,  for and in  consideration  of the  rents,  covenants  and
agreements  herein  contained,  and intending to be legally  bound  hereby,  the
parties hereto agree as follows:

     1. Premises.

          1.1 Agreement to Lease.  Lessor  hereby  leases to Lessee,  and Lessee
     hereby  leases  fro  Lessor  that  certain  real  property   consisting  of
     approximately  15.87 acres,  including  all  improvements  therein or to be
     provided by Lessor under the terms of this Lease, and commonly known as Lot
     G of the Glenloch Corporate Campus, West Whiteland Township, located in the
     County of Chester,  Commonwealth of Pennsylvania and generally described as
     all of that certain real  property  and the  improvements  now or hereafter
     existing or constructed  thereon,  including an approximately 65,000 square
     foot,  3-story office  building and parking on the Premises (as hereinafter
     defined) to be constructed by Lessor pursuant to the terms hereof, and more
     particularly described in Exhibit A attached hereto (the "Premises").

               1.1.1 Lessee's  Proportionate  Share 100% (determined by dividing
          the area leased by Lessee by the area of the  building).  Lessee shall
          only pay for its prorata  share of Operating  Expenses for space which
          it  occupies,  and common  area it uses.  Prorata  share for  exterior
          common  areas will be based on the total  square  footage of buildings
          constructed on Lots F, G & H.

          1.2  Improvements.  Lessor will  construct  or install  the  building,
     parking,  landscaping  interior  improvements and all other improvements on
     the Premises (collectively, the "Improvements"),  described in Exhibit "B".
     Lessor  has  included  as part of the  improvements  a $25/SF  of  Building
     Interior Finish Allowance  ("Allowance") in order to construct the interior
     finishes such as doors,  walls,  ceilings,  flooring,  electrical  and HVAC
     distribution,  etc. This  Allowance is in an addition to the shell building
     as described in the "Three Story Shell  Office  Building"  Project  Outline
     Specification attached as part of Exhibit "B". If Lessee's final floor plan
     and finish  selections  cost in excess of the  Allowance,  Lessee shall pay
     directly to Lessor the additional cost. If the cost of the final floor plan
     and finish  selections are less than the  improvements  as described  above
     shall  remain the  property  of Lessor  upon lease  expiration.  Lessor has
     caused to be prepared "Plans and  Specifications"  for the  Improvements on
     the Premises  (preliminary  copies of which are attached  hereto as Exhibit
     "B"), which Plans and Specifications  will be delivered by Lessor to Lessee
     in completed form on or before June 1, 1998.  Interior finish plans will be
     completed on or before June 30, 1998.  Within  fifteen (15)  business  days
     after Lessee  receives  the Plans and  Specifications  from Lessor,  Lessee
     shall  either  approve  or  disapprove  the  Plans and  Specifications,  in
     writing,  delivered to Lessor and noting with reasonable  particularity any
     changes or corrections therein.


<PAGE>



     If Lessee makes any changes or corrections to the Plans and Specifications,
     Lessor's  architect shall resubmit the revises Plans and  Specifications to
     Lessee  within  fifteen  (15)  business  days  after  receipt  by Lessor or
     Lessee's changes or corrections and, thereafter Lessee shall either approve
     or disapprove  the revised  Plans and  Specifications  within  fifteen (15)
     business days after Lessee's receipt of same, which approval or disapproval
     shall  be  in  writing,   delivered  to  Lessor,  nothing  with  reasonable
     particularity  any further  changes or corrections  therein.  A copy of the
     final approved plans and specifications shall be attached hereto as Exhibit
     "B" and shall replace the preliminary copies attached hereto on the date of
     execution.  All costs to Lessee,  including Lessee's  architect,  engineers
     and/or consultants,  in reviewing and revising the Plans and Specifications
     shall  be the  sole  responsibility  of  Lessee.  Thereafter,  Lessor  will
     complete  the  Improvements  on  or  before  the   Commencement   Date  (as
     hereinafter  defined),  at  Lessor;'s  sole  cost and  expense,  except  as
     otherwise expressly provided in this Lease, in accordance with the approved
     Plans and Specifications. Upon written request from Lessee, Lessor shall be
     responsible  for and promptly make any and all repairs to the  Improvements
     necessitated  by any defective  workmanship or materials which occur during
     the  Term.   Lessor  shall  maintain  and  enforce  any  warranties  and/or
     guarantees  from  Lessor's   general   contractor,   subcontractor   and/or
     materialmen  in  connection  with  the  construction  of  the  Improvements
     throughout the Term of the Lease.

          1.3 Intentionally Omitted.

          1.4 Condition.  Lessor shall deliver the  Improvements to Lessee broom
     clean and free of debris on the  Commencement  Date and  warrants  that the
     electrical,  plumbing, fire sprinkler,  lighting, heating,  ventilating and
     air  conditioning  systems  ("HVAC"),  loading doors, if any, and all other
     such  elements in the  Improvements  provided  by Lessor,  other than those
     constructed by Lessee, shall be in new operating condition on said date and
     that the structural  elements of the roof,  bearing walls and foundation of
     the Building shall be free of material defects. If Lessee determines that a
     non-compliance  with said warranty  exists,  Lessor shall, as Lessor's sole
     obligation  with  respect to such matter,  except as otherwise  provided in
     this Lease,  promptly  after receipt of written  notice from Lessee setting
     forth with specificity the nature and extent of non-compliance, rectify the
     same at Lessors's expense.

          1.5 Lessor's  Compliance Lessor represents and warrants to Lessee that
     the  Improvements  in and on the Premises  shall comply with all applicable
     laws, covenants,  restrictions of record,  building codes,  regulations and
     ordinances in effect on the Commencement Date, including the Americans with
     Disabilities  Act.  Said  warranty  also applies to the use to which Lessee
     will put the Premises as described in Paragraph 4.1 herein. If the Premises
     do not comply with said  representation and warranty,  Lessor shall, except
     as  otherwise  provided in this Lease,  promptly  after  receipt of written
     notice from Lessee setting forth with  specificity the nature and extent of
     such non-compliance, rectify the same at Lessor's expense.

          1.6 Option to Expand Lessor hereby grants to Lessee the sole option to
     expand the  Building  on the  Premises  (the  "Expansion  Option")  up to a
     maximum of an additional  60,000  square feet (as  delineated as "Expansion
     Area" on Exhibit B). Lessee may exercise the Expansion Option anytime prior
     to June 30,  1999 by  providing  written  notice  to  Lessor  which  notice

<PAGE>

     indicates the  approximate  number of square feet of the expansion.  Lessee
     shall  have the option of  expanding  the  building  by a minimum of 20,000
     square  feet and a maximum  of 60,000  square  feet.  If Lessee  desires to
     expand less than 60,000 square feet of Expansion Space, Lessor, at Lessor's
     option,  shall be  permitted  to construct  the entire  60,000  square foot
     expansion  area,  and  lease the  balance  of the  expansion  area to other
     tenants,  thereby  making the  building  a  multi-tenant  building.  If the
     building is  multi-tenanted,  Lessee's operating expenses shall be prorated
     based  on  square  footage  leased  by  each  Tenant.  If the  building  is
     multi-tenanted,  Lessor agrees that all other Tenants will use the Premises
     primarily as general office use, as described in Paragraph 4.1.

     All building expansions will include a $25/SF Lessee Improvement Allowance,
     which Allowance shall be used  exclusively for the construction of interior
     finishes,  including, but not limited to, wiring, phone equipment, security
     systems,  etc.,  in the Expansion  Area.  No additional  lobby area will be
     included in the Building  Expansion.  One elevator and additional  bathroom
     fixtures in a quantity not to exceed 50% of the existing  bathroom fixtures
     will be included in the Base Building Expansion.  Base rent on the building
     expansion will be calculated based on the following formula:

<TABLE>
<S>  <C>           <C>                                                           <C>

     $15.25/SF x   Ten year treasury rate on date of financing of the expansion  +  175 basis points
                   Ten year treasury rate on date of initial financing           +  175 basis points

               x   square foot of Building Expansion occupied by Lessee
</TABLE>

     Expansion space base rent shall escalate at the same  percentage  increases
     as the base lease.

     In the event Lessee exercises its right to expand,  the lease term shall be
     reset to a new ten (10) year lease term commencing on the Commencement Date
     as defined in Section 2.1(ii) herein.

          2. Original Term The Original Term of this Lease shall commence on the
     Commencement  Date  and  continue  for a  period  of ten  (10)  years.  The
     "Commencement  Date" of the  Original  Term  shall be later to occur of (i)
     December  31,  1998,  or (ii) the date  upon  which  Lessor  "substantially
     completes"  the  Improvement  in the Premises (for which date Lessee) shall
     receive  thirty  (30) days prior  written  notice).  The term  "Substantial
     Completion Date" shall be the date on which all of the following have first
     occurred: (A) the Improvements are available for Lessee's uninterrupted use
     and occupancy  with a minimum of Lessor  interference,  except for Lessor's
     completion  of any  minor  work  (e.  g.  "punch-list  items)  and  (B) the
     Improvements   have  passed  final   inspection  by  the  applicable  local
     government authority in accordance with applicable law and a certificate of
     occupancy.  Upon Lessee's submission of a written list of punch-list items,
     at Lessor's  sole cost and expense,  as detailed in Paragraph  2.4,  within
     thirty (30) days after the Commencement Date, subject to Paragraphs 2.4 and
     2.5 below.

          2.2  Delay in  Possession.  In the  event  Lessee  is  unable  to take
     possession  of the  Improvements  within 45 days of December  31, 1998 as a
     result  of  Lessor's  failure  to  deliver  the   substantially   completed
     improvements  (other than as a result of changes  required by Lessee  which
     result in  delays).  Lessee  shall be entitled to two (2) days of free Base

<PAGE>

     Rent for each day substantial completion is delayed. In the event Lessee is
     unable to take  possession of the  Improvements  within ninety (90) days of
     December  31,  1998  as  a  result  of  Lessor's  failure  to  deliver  the
     substantially  completed  improvements  (other  than as a result of Changes
     required by Lessee which result in delays),  Lessee shall have the right to
     terminate this Lease without further obligation to Lessor.

          2.3 Confirmation of Lease Prior to or on the Commencement Date, Lessor
     and  Lessee  shall  execute  the   Confirmation  of  Lease  Agreement  (the
     "Confirmation  Agreement"),  whereby Lessor and Lessee confirm, in writing,
     the  Commencement  Date, the Expiration Date, the monthly Base Rent payable
     by Lessee  for the  Original  Term,  and the final  square  footage  of the
     Building,  to be certified by an Architect in accordance with the method of
     measuring  square  footage used on the final plans attached as Exhibit "B",
     which is,  actual  floor areas shall be measured  from the outside  face of
     exterior  walls,  and in the event of  multi-tenancy,  floor  areas will be
     measured to the middle of any demising walls between  Tenants.  The form of
     the Confirmation Agreement is attached hereto as Exhibit "E".

          2.4 Changes If Lessee requests any change,  addition or alternation to
     the Plans and Specifications, or the Plans, after Lessee's approval of same
     or  during  Lessor's   construction  and  completion  of  the  Improvements
     (collectively, "Changes"), Lessor shall promptly give Lessee an estimate of
     the costs of such Changes and the resulting delay, if any, in completion of
     the  Improvements.  Within five (5) business days after Lessee's receipt of
     such written estimate from Lessor,  Lessee shall give Lessor written notice
     indicating  whether or not Lessee  elects to proceed with any such Changes.
     If Lessee elects to proceed with such Changes and if Lessor has  reasonably
     approved such Changes,  Lessor will make such Changes. If Lessee elects not
     to proceed  with such Changes or fails to timely  notify  Lessor of Lessee'
     election,  Lessor shall complete the  Improvements in the Premises  without
     making  such  Changes.  Lessor  shall  not be  responsible,  in any  manner
     whatsoever,  for any delay caused by Lessee's  request for the construction
     of such Changes.

          2.5 Fore  Majeure  If the  performance  by Lessor of any act  required
     herein or  elsewhere  in the Lease is  prevented  or  delayed  by reason of
     strikes,   lock-outs,   labor  disputes,   acts  of  God,  fires,   floods,
     earthquakes,  epidemics, freight embargoes, unforeseeable unavailability of
     materials  and  supplies,  or any other cause  beyond  Lessor's  reasonable
     control,  Lessor shall be excused from  performance  for the time period of
     the prevention or delay,  and the  Commencement  Date (if the  Commencement
     Date has not already occurred and the delay in Lessor's performance relates
     directly to the  construction  and completion of the  Improvements),  shall
     also be  extended  for the  period  of time  of the  prevention  or  delay.
     Notwithstanding  anything to the  contrary  set forth in the Lease,  Lessor
     shall use its best efforts to avoid and/or  mitigate any such force majeure
     delays,  other than  Lessor's  use of overtime or  week-end  work,  special
     deliveries of materials, or other extra efforts, unless approved by Lessee.
     If such delays extend for a period of ninety (90) days beyond  December 31,
     1998, Lessee shall have the right to terminate lease.

          2.6 Lessee  Delays To the  extent  that the  Commencment  Date has not
     occurred  because Lessor was delayed in Lessor'  substantial  completion of
     the Improvements as a result of any of the following (collectively, "Lessee
     Delays"):  (i) Lessee's  failure to complete any material item on or before

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     the due date, which is responsibility of Lessee to complete;  (ii) Lessee's
     request for Changes or Lessor's  construction  of any such  Changes;  (iii)
     Lessee's request for materials, finishes, or installations other than those
     described  in the Plans and  Specifications  and/or  Plans:  (v) any act or
     failure to act by Lessee or its employees, agents, architects,  independent
     contractors,  consultants and/or any other person performing or required to
     perform services on behalf of Lessee, then as soon as reasonably  possible,
     but in no event more than fourteen (14) days after the  occurrence or start
     of any Lessee Delays, Lessor shall notify Lessee, in writing, of any Lessee
     Delays.  If Lessor properly  notifies Lessee hereunder of any Lessee Delays
     that have previously been accepted in writing by Lessee,  the  Commencement
     Date shall be adjusted by the net number of days so delayed  (determined on
     a critical path basis).

          2.7 Options to Extend.  Provided that there is not material default by
     Lessee  thereunder  at the  time of any  "Option  Notice"  (as  hereinafter
     defined) or the commencement  date of any Option Term, Lessor hereby grants
     to Lessee  two (2)  consecutive  Options to renew the Lease for a period of
     five (5) years (each an "Option Term" or, collectively the "Option Terms").
     An Option must be  exercised,  if at all, by written  notice  delivered  by
     Lessee to Lessor (the  "Option  Notice") but not later than six (6) months,
     prior  to the end of the  Original  Term  or any  subsequent  Option  term.
     Provided  Lessee has timely  delivered the applicable  Option  Notice,  the
     Original Term and any subsequent  Option Term, as and if applicable,  shall
     be  extended  by an  Option  Term,  and  all of the  terms,  covenants  and
     conditions,  of this Lease shall  remain  unmodified  and in full force and
     effect, except that the Base Rent payable for the Premises during an Option
     Term shall be determined in accordance with Paragraph 3 below.

          2.8.  Early  Occupancy.  Lessor  will use good faith  efforts to allow
     Lessee to take  possession of the Leased  Premises on December 1, 1998, for
     fixturing,  writing and installation of computer/phone  equipment purposes.
     Lessor  shall allow  Lessee's  wiring  contractor  immediate  access to the
     building,  to be  coordinated  with General  Contractor.  Lessee  agrees to
     coordinate  its such work with the work of Lessor such that  Lessee's  work
     does not interfere  with or delay Lessor's work;  provided,  however,  that
     neither Lessor nor any of Lessor's affiliates shall have any responsibility
     or liability whatsoever for any injury (including death) to persons or loss
     or damage to any of Lessee's leasehold improvements, fixtures, equipment or
     any other  materials  installed or left in the Leased Premises prior to the
     Commencement  Date.  All of the terms and  conditions  of this  Lease  will
     become  effective  upon Lessee  taking  possession  of the Leased  Premises
     except for the payment of Base Rent and Additional Rent which will commence
     on the Commencement Date.

          3. Rent.

          3.1 Base Rent. All monetary  obligations of Lessee to Lessor under the
     terms of this  Lease are  deemed to be rent  ("Rent").  Lessee's  financial
     obligations  pursuant to this Lease, not including Base Rent, are deemed to
     be "Additional Rent".

          3.2  Payment.  Lessee  shall  cause  payment of Rent to be received by
     Lessor in lawful money of the United States, without offset or deduction, o
     or before the day on which it is due.  Rent for any period  during the term
     of  hereof  which is for less  than one (1) full  calendar  month  shall be
     pro-rated  based upon the actual  number of days of said month.  Payment of

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     Rent shall be made tot Lessor at its address  noted herein or to such other
     persons  or place as Lessor  may from time to time  designate  in  writing.
     Acceptance of a payment which is less than the amount then due shall not be
     a waiver of  Lessor's  rights to the  balance of such Rent,  regardless  of
     Lessor's endorsement of any check so stating.

          3.3 Initial  Calculation  of Base Rent.  The monthly  Base Rent of the
     Original  Term shall be as  follows:  (However,  Annual  Base Rent shall be
     finally  determined  by  multiplying  the  certified  square  footage,   as
     described in Paragraph  2.3 by $15.25/SF  for months 1 - 60,  $16.50/SF for
     months 61 - 120,  $18.15/SF  for months 121 - 180 and  $20.00/SF for months
     181 - 240.).

                  Months 1 - 6-       $82,604.17/Month
                  Months 61 - 120     $89,375.00/Month

          3.4  Increases  in Base Rent.  The monthly Base Rent payable by Lessee
     for any Option  Term,  shall be as  follows,  subject to  certified  square
     footage as detailed in Paragraph  2.3 and rates per square foot as detailed
     in Paragraph 3.3.:

                  Months 121 - 180    $98,312.50/Month
                  Months 181 - 240    $108,333.33/Month

          3.5  Operating  Expense  Allowance.  $22,208/month  ($4.10/SF) or such
     other  initial  amount  calculated  by  multiplying  the  certified  square
     footage,  as described in Paragraph 2.3, by $4.10/SF  subject to adjustment
     as set forth in Paragraph 3.6 and detailed in Exhibit "F", shall be paid by
     Lessee as defined in Paragraph 3.6.

          3.6 Operating Expense Adjustments

          (A)  Operating  Expense.  Lessee  shall  pay to Lessor  the  Operating
     Expense Allowance in equal monthly  installments,  the first of which shall
     be payable  upon  Commencement  Date of this Lease.  If the Term  commences
     other  than on the  first day of the  calendar  month,  then the  Operating
     Expense  Allowance  for the  first  calendar  month  of the  Term  shall be
     adjusted proportionately.

          If Lessor's  Operating Expense for any Operating Year shall be greater
     or less than the Operating Expense Allowance, Lessee shall pay to Lessor as
     additional  rent an amount  equal to  Lessee's  Proportionate  Share of the
     difference,  or if Lessor's Operating Expenses for any operating year shall
     be less than the  Operating  Expenses  Allowance,  Lessor  shall  credit to
     Lessee's  succeeding months Operating Expenses Allowance an amount equal to
     Lessee's  Proportionate  Share of the  difference  (the  amount of Lessee's
     Proportionate  Share of such  difference is hereinafter  referred to as the
     "Operating Expense Adjustment"). If Lessee occupies the Premises or portion
     thereof  for  less  than a  full  Operating  Year,  the  Operating  Expense
     Adjustment  will be  calculated in proportion to the Amount of time in such
     Operating Year that Lessee occupied the Premises.

<PAGE>

          Such Additional Rent shall be paid in the following manner: within 120
     days  following the end of the first and each  succeeding  Operating  year,
     Lessor shall furnish  Lessee an Operating  Expense  Statement  certified as
     true and correct setting forth (i) the Operating  Expense for the preceding
     Operating  Year,  (ii) the Operating  Expense  Allowance and (iii) Lessee's
     Operating  Expense  Adjustment for such Operating Year.  Within thirty (30)
     days  following  the  receipt  of such  Operating  Expense  Statement  (the
     "Expense  Adjustment Date"),  Lessee shall pay to Lessor as Additional Rent
     the Operating  Expense  Adjustment  for such  Operating  Year.  Lessee with
     reasonable  notice to Lessor,  shall have the right to audit such Operating
     Expense  records.  If Lessee's audit results in an  irreconcilable  dispute
     concerning  such  Operating  Expense  Adjustments,  Lessee and Lessor shall
     agree on an independent Auditor to resolve each dispute.

          Commencing with the first month of the second  Operating Year,  Lessee
     shall pay to Lessor,  in addition to the Operating  Expense  Allowance,  on
     account  of the  Operating  Expense  Adjustment  for such  Operating  Year,
     monthly  installments  in  advance  equal  to  one-twelfth  (1/12)  of  the
     estimated Operating Expense Adjustment for such Operating Year.

          As used in this  Section  6(A) and  Section  1 where  applicable,  the
     following words and terms shall be defined as hereinafter set forth:

          (i) "Operating  Year" shall mean each calendar year  occurring  during
     the Term.  If Lessee's  occupancy  of the  Premises is for less than a full
     calendar year, Lessor will prorate the Operating Expenses.

          (ii) "Operating  Expense  Allowance" shall mean a statement in writing
     signed by Lessor, or Lessor's  Managing Agent,  setting forth in reasonable
     detail (a) the Operating Expense for the preceding  Operating Year, (b) the
     Operating  Expense  Allowance,  and  (c)  the  Lessee's  Operating  Expense
     Adjustment  for such  Operating  Year,  or portion  hereof.  The  Operating
     Expense for each Operating Year shall be available for inspection by Lessee
     at Lessor's office during normal business hours.  Operating expenses are as
     follows:

          (a) Real  Estate  taxes and other  taxes or charges  levied in lieu of
     such taxes, general and special public assessments,  charges imposed by any
     governmental   authority   pursuant  to   anti-pollution  or  environmental
     legislation,  taxes on the rentals of the Building or the use, occupancy or
     renting of space herein;

          (b)  Premiums  and  fess for fire  and  extended  coverage  insurance,
     insurance  against  loss or rentals  for space in the  Building  and public
     liability insurance, all in amounts and coverages (with additional policies
     against  additional  risks) as may be reasonably  required by Lessor or the
     holder of any mortgage on the Building, and as further defined by Paragraph
     7 herein;

          (c) Water and sewer service charges, and common are electric charges.

          (d) Maintenance and repair costs, repairs and replacements of supplies
     and equipment  snow removal and paving,  lawn and general  grounds  upkeep,
     maintenance and repair,  and the costs of all labor,  material and supplies
     incidental  thereto,  excluding any costs associated with Lessor's warranty
     items;

<PAGE>

          (e)  Such  industry  standard,   wages,   salaries,   fees  and  other
     compensation  and payments and payroll taxes and contribution to any social
     security,  unemployment  insurance,  welfare,  pension or similar  fund and
     payments  for other fringe  benefits  required by law,  union  agreement or
     otherwise  made to or on  behalf  of all  employees  of  Lessor  performing
     services  rendered in connection  with the operation and maintenance of the
     Building and/or Land, including, without limitation, payments made directly
     to or through independent  contractors or performance of such services;  If
     Lessee is not satisfied with workmanship and/or cost, Lessee shall have the
     option to cause Lessor to contract with another contractor.

          (f)  Management  fees payable to the managing  agent for the Building,
     not to exceed two percent (2%) of Base Rent;

          (g) Assessments paid by Lessor, not to exceed $.10'SF of building, for
     the  repair  maintenance  and  upkeep of common  facilities  located in the
     Business  Park, any  assessments  shall reflect actual costs and such costs
     shall be  consistent  with those  costs  incurred  on the other lots in the
     Glenloch Corporate Campus; and

          (h) Any all other  expenditures  of Lessor incurred in connection with
     the operation,  repair or maintenance of the Premises,  and the Building or
     the Land which are properly expensed in accordance with generally  accepted
     accounting  principles  consistently applied in the operation,  maintenance
     and repair of a first-class office building facility.

          (i)  Janitorial  services,  five (5) days  per  week  including  trash
     removal.

          The term "Operating  Expenses"  shall not include  depreciation of the
     Building or equipment therein,  interest, net income,  franchise or capital
     stock taxes payable to landlord  executive  salaries,  real estate brokers,
     commissions or the costs of services provided  specially for any particular
     tenant at such tenant's expense and not uniformly  available to all tenants
     of the Building and Property.

          (B) During the calendar year in which the Term ends, Lessor shall have
     the right to submit to Lessee a statement of Lessor's  reasonable  estimate
     of the Operating Expense  Adjustment during the period (the "final period")
     beginning on the first day of the final Operating Year of the Term.  Within
     thirty  (30)  days  of the  expiration  of  term,  Lessor  shall  reconcile
     Estimated Operating Expenses against Actual Operating Expenses. Final audit
     procedures  shall apply as in Paragraph 3.6. Lessee shall pay to Lessor any
     deficiency,  or as the case may be,  Lessor  shall  refund  to  Lessee  any
     overpayment occasioned by Lessee's payment of the aforesaid estimate.

          3.7 Taxes.

               3.7.1  Personal  Property  Taxes.  Lessee  shall  pay,  prior  to
          delinquency,  all taxes assessed  against and levied upon all personal
          property of Lessee. When possible, Lessee shall cause such property to
          be assessed and billed separately from the real property of Lessor. If
          any of Lessee's said personal property shall be assessed with Lessor's
          real  property,  Lessee  shall pay  Lessor the taxes  attributable  to
          Lessee's  property  within thirty (30) days after receipt of a written
          statement.

<PAGE>

               3.7.2  Right to  Contest  Taxes.  Lessee  will  have the right to
          contest  the amount or  validity,  in whole or in part,  of any Tax by
          appropriate  proceedings  diligently conducted in good faith. Upon the
          termination of those proceedings, Lessee will pay its share of the Tax
          or part of the Tax as  finally  determined,  the  payment of which may
          have been deferred during the prosecution of the proceedings, together
          with  any  costs,  fees,   interest,   penalties,   or  other  related
          liabilities.  Lessor  will not be  required  to join in any contest or
          proceedings  unless the provisions of any law or  regulations  then in
          effect  require that the  proceedings  be brought by or in the name of
          Lessor.  In that event,  Lessor will join in the proceedings or permit
          them to be  brought  in its name;  provided  that  Lessor  will not be
          subjected to any liability for the payment of any costs or expenses in
          connection with any contest or proceedings,  and Lessee will indemnify
          and hold Lessor harmless from nay of such costs or expenses.

          4. Use.

          4.1 Permitted Use. Lessee shall use the Premises for the installation,
     operation  and  maintenance  of General  Office Space and such other lawful
     purposes deemed necessary by Lessee.

          4.2 Fixtures Alterations. Lessee shall have the right to install trade
     fixtures,   office   machinery  and  equipment,   make  such   alterations,
     improvements or additions to the Premises as deemed  necessary by Lessee to
     the  operation of its  business,  provided  that the same do not impair the
     structural integrity of the Building.  Lessee shall retain ownership of all
     such trade  fixtures,  office  machinery and equipment and shall remove the
     same upon  expiration or  termination  of this Lease.  Lessee with Lessor's
     prior written  consent,  not to be  unreasonably  withheld,  shall have the
     right to construct,  at Lessee's sole cost, additional private officers and
     conference  rooms, or other such improvements  ("Additional  Improvements")
     within the Premises. Such additional improvements shall become the property
     of Lessor upon  expiration of lease and Lessee shall not be responsible for
     removing  same,  unless  otherwise  agreed upon by Lessor and Lessee at the
     time  Lessor/s  written  consent  is  requested.  Lessee  shall  repair the
     Premises and the  Building to as good a condition as existed  prior to such
     removal, normal wear and tear excepted.

          4.3 Lessee's Compliance.  Lessee will not use or occupy, or permit any
     portion of the  Premises to be used or occupied  in  violation  of any law,
     ordinance,  order,  rule,  regulation,  certificate  of  occupancy or other
     governmental  requirement.  Lessee will  comply with all laws,  ordinances,
     orders, rules, regulations, and other governmental requirements relating to
     the use, condition,  or occupancy of the Premises,  and all rules,  orders,
     regulations,  and  requirements  of  the  board  of  fire  underwriters  or
     insurance service office,  or any other similar body,  having  jurisdiction
     over the Premises or any portion  thereof.  Nothing in the foregoing  shall
     require  Lessee to  perform  any work or make any  improvements  or repairs
     which the Lessor is required to make  pursuant to other  provisions of this
     Lease. Lessor warrants that Lessee's intended use, as detailed in Paragraph
     4.1,  complies  with the  regulations  of all  Governmental  Authority  and
     Lessor's insurers of the Premises.

<PAGE>

          4.4 Lessor's  Access.  Lessor,  its designated  agents,  employees and
     contractors may enter the Premises at any time in response to an emergency,
     and otherwise during normal business hours with reasonable notice to Lessee
     and at all  time  accompanied  by  Lessee's  designated  representative  to
     inspect the Premises,  to supply any services  which is the Lease  requires
     Lessor to provide or to make repairs  which this Lease  requires  Lessor to
     make; provided, however, all work will be done as promptly as is reasonably
     practicable  with Lessor's  best effort to minimize  disruption to Lessee's
     business.  No entry into the Premises by Lessor  during an emergency by any
     means shall be a forcible or unlawful entry into the Premises or a detainer
     of the Premises or an eviction, actual or constructive,  of Lessee from the
     Premises, or any part of the Premises, nor will any entry entitle Lessee to
     damages or an abatement of Rent or other charges which this Lease  requires
     Lessee to pay:  provided,  however,  that  other than  during an  emergency
     Lessor shall be liable for damages to property and injury to persons caused
     by  Lessor's  negligence  or  willful  misconduct,  or that of its  agents,
     employees or contractors.

          5. Hazardous Substances.

          5.1 Hazardous  Substance  Defined.  The term "Hazardous  Substance" as
     used in this Lease  shall mean any  product,  substance  or waste  which is
     classified  as such by any  federal  or state  agency or  authority  having
     jurisdiction over such matters.

          5.2 Lessor  Indemnification.  Lessor and its  successors  and  assigns
     shall  indemnify,   defend,   reimburse  and  hold  Lessee,  its  officers,
     directors,  employees,  agents, subcontracts and affiliates,  harmless from
     and  against any and all  environmental  damages,  liabilities,  judgments,
     claims, expenses, penalties, and attorneys and consultant fees arising as a
     result of hazardous  substances on the Premises  prior to the  Commencement
     Date,  and  during the term of the  lease,  except of acts by Lessee,  it's
     employees, agents and subcontractors,  that cause any environmental damage,
     liabilities,  claims,  expenses and  penalties,  of which are caused by the
     negligence,  or  intentional  acts of  Lessor,  its  agents  or  employees.
     Lessor's indemnification obligation shall include, but not limited to, cost
     of investigation,  removal,  remediation,  restoration and/or abatement and
     shall survive the expiration or termination of this Lease.

          5.3. Lessee Indemnification.  Lessee shall indemnify,  defend and hold
     Lessor,  its agents,  employees  and  lenders,  if any,  harmless  from and
     against any and all environmental damages, liabilities,  judgments, claims,
     expenses,  penalties , and attorneys and consultant  fees arising out or of
     involving any hazardous substance proven to be brought onto the Premises by
     Lessee (provided,  however,  that Lessee shall have no liability under this
     Lease with respect to underground migration of any hazardous substance onto
     the Premises from adjacent properties,  unless caused by Lessee).  Lessee's
     indemnification  obligations shall survive the expiration or termination of
     this Lease.

          6. Maintenance

          6.2 Lessor's  Obligations.  Lessor shall,  in addition to its warranty
     obligations,  at Lessor's  sole cost and expense,  be  responsible  for the
     repair  and  maintenance,  in good  order and  condition,  of the  exterior
     structural  bearing  walls,  foundation,  and roof and roof membrane of the
     Building located on the Premises, along with repairing any soil subsistence

<PAGE>

     under the parking lot located on the Premises.  Notwithstanding anything to
     the contrary set forth in this Lease, if Lessee delivers  written notice to
     the Lessor of the need for repairs and/or maintenance to the Premises which
     are Lessor's obligation,  but Lessor fails to undertake such repairs and/or
     maintenance  within fifteen (15) days after receipt of such written notice,
     then Lessee may proceed to undertake such repairs and/or  maintenance  upon
     the  delivery of an  additional  written  notice to Lessor (and to Lessor's
     lender,  if Lessee is notified in writing in advance  that such  additional
     notice is required)  specifying that Lessee is undertaking  such action and
     Lessee  shall be entitled to  reimbursement  of Lessee's  actual  costs and
     expenses in taking  action.  In the event  Lessee  undertakes  such repairs
     and/or  maintenance,  then Lessee  shall use only general  contractors  and
     subcontractors  who  are  licensed  and  insured  in  the  Commonwealth  of
     Pennsylvania.

          6.3 No  Liens.  Lessee  shall  not,  in  the  making  of  any  repair,
     alterations,  improvements or additions to the Premises or Building, suffer
     or permit any lien to be filed against the Premises or Building or any part
     thereof  and if any such lien shall be filed,  Lessee  shall cause it to be
     discharged within sixty (60) days.

          6.4.  No Other  Services  by Lessor.  Lessor  shall not be required to
     render any services to Lessee or to make any repairs or replacements to the
     Premises,  except as  provided  in Section 3, 8, 11 and 12 hereto.  Without
     limiting the generality of the foregoing, it is specifically understood and
     agreed  that  Lessee  shall be solely  responsible  for all charges for the
     following  services  used,  rendered or supplied to, upon or in  connection
     with the  Premises  throughout  the Term:  telephone  and/or  communication
     services,  security  system or services,  utilities,  Lessor shall,  at its
     expense, provide separate metering of utilities.

          7. Insurance, Indemnification.

          7.1  Payment  for  Insurance.  Lessee  shall  pay for  all  insurances
     required  under  this   Paragraph,   except  to  the  extent  of  the  cost
     attributable to liability insurance carried by Lessor under Paragraph 7.2.2
     in excess of Two Million Dollars  ($2,000,000.00) per occurrence.  Premiums
     for policy  periods  commencing  prior to or extending  beyond the Original
     Term (or any Option Term), shall be pro-rated to correspond to the Original
     Term (or any  Option  Term).  Payment  shall be made by Lessee to Lessor as
     part of the Operating Expense Allowance.

               7.2.1  Carried  by Lessee.  Lessee  shall,  at its sole  expense,
          obtain  and keep in force  during  the  Original  Term (and any Option
          Term) of this Lease: (a) commercial general liability insurance with a
          combined   single   limit  of  not  less  than  Two  Million   Dollars
          ($2,000,000.00)  on an occurrence basis  protection  Lessee and Lessor
          (as an  additional  insured)  against  claims  for  bodily  injury and
          property  damage  arising out of the use and occupancy of the Premises
          by Lessee.

               7.2.2  Carried by Lessor.  Lessor  shall obtain and keep in force
          during the Term "all-risk" coverage insurance  (including Loss of Rent
          insurance for a minimum of twelve months) naming Lessor and such other
          parties as Lessor may designate as additional  insured's  with respect
          to the  Building  and  Improvements  now or  hereafter  located on the

<PAGE>

          Premises.  The amount of such insurance  shall be equal to 100% of the
          full  insurable  value of the  Building  and  Improvements,  with such
          deductible  clause as shall be  reasonably  determined  by Lessor  (at
          Lease  commencement  deductible will be $2,500.00).  Lessor shall also
          carry Lessor's  Liability  Coverage in single policy  inclusive of all
          alterations  thereof  limits  of not  less  than Two  Million  Dollars
          ($2,000,000.00)   for  personal  injury  and  One  Hundred   Thousands
          ($100,000,000.00) for property damage for the office building's common
          areas.  Lessee covenants and agrees to pay Lessor, as additional rent,
          all costs for such  insurance  incurred by Lessor with  respect to the
          Premises  during the Term (and any Option  Term) to be included in the
          Operating Expense  Allowance  pursuant to Paragraph 3.5 herein. If any
          portion of the Premises lies in the flood plain,  Lessor shall, at its
          sole  expense,  obtain and keep in force during the Term a flood plain
          insurance  policy (or an endorsement to its all-risk  policy) equal to
          100% of the full  insurable  value of the Building  and  Improvements.
          Lessor shall be responsible for payment of any deductible.

          7.3 Other Matters.  All insurance  required under this Paragraph 7 and
     all renewals  thereof will be issued by  companies  authorized  to transact
     business in the Commonwealth of Pennsylvania.  All insurance  policies will
     expressly provide that the policies will not be canceled or altered without
     thirty  (30) days prior  written  notice to Lessor.  Lessee may satisfy its
     insurance obligations by appropriate of its blanket insurance policies.

          7.4  Additional  Insureds.  All policies of liability  insurance  that
     Lessee is  obligated to maintain  according to this Lease or in  accordance
     with law (other than any policy of workmen's  compensation  insurance) will
     name Lessor as an additional insured. All public liability, property damage
     liability,  and casualty  policies  maintained  by Lessee will be primarily
     polices,  and not  contributing  with and not in  excess of  coverage  that
     Lessor may carry.

          7.5  Waiver.  Lessor  and  Lessee  hereby  waive all rights to recover
     against  each other,  or against  the  officers,  directors,  shareholders,
     partners,  joint  ventures,  employees,  agents,  customers,  invitees,  or
     business  visitors of each of theirs or of any other  Lessee or occupant of
     the building,  for any loss or damage arising from any cause covered by any
     insurance required to be carried by each of them pursuant to this Paragraph
     7 or any other  insurance  actually  carried  by each of them.  Lessor  and
     Lessee will cause their respective insurers to issue appropriate waivers or
     subrogation endorsements to all policies of insurance carried in connection
     with the Premises or the contents of either of them.

          7.6  Indemnification.  Lessee  hereby  agrees to  indemnify,  protect,
     defend and hold harmless  Lessor from and against any and all claims,  loss
     of  rents,  damages,  judgments,  penalties,  costs  (including  reasonable
     attorney's fee), and liabilities  (collectively,  the "Claims") arising out
     of the occupancy of the Premises by Lessee the conduct of Lessee's business
     therein.,  or any gross neglect of Lessee or Lessee's agents,  contractors,
     employees  or  invitees.   Notwithstanding  the  foregoing  indemnification
     obligations  of Lessee,  Lessee shall not be required to indemnify and hold
     Lessor harmless for any Claims resulting from the negligence and/or willful
     misconduct or Lessor or Lessor's agents, contractors, employees or invitees
     and Lessor  hereby  indemnifies  and holds  Lessee  harmless  from any such
     Claims,  excluding  consequential  damages.  Lessor hereby  indemnifies and
     holds Lessee harmless from any loss or damage to any person on the Premises
     to the extent that such loss or damage is covered by Lessor's

<PAGE>

     insurance (or would have been covered had such  insurance been obtained and
     maintained by Lessor) even if resulting from the negligence  and/or willful
     misconduct  of  Lessee  or  Lessee's  agents,   contractors  or  employees.
     Similarly,  Lessee hereby  indemnifies  and holds Lessor  harmless from any
     loss or damage to the extent  such loss or damage is  covered  by  Lessee's
     insurance (or would have been covered had such  insurance been obtained and
     maintained by Lessee), even if resulting from the negligence and/or willful
     misconduct of Lessor or Lessor's  agents,  contractors  or  employees.  The
     agreements of Lessor and Lessee to indemnify  and hold each other  harmless
     are not intended to and shall not relieve any insurance carrier or carriers
     of their obligations under insurance  policies carried by Lessor or Lessee,
     respectively, under the Lease.

          8. Damage or Destruction

          8.1  General.  If the  Premises  are damaged or destroyed by reason of
     fire or any other  casualty,  Lessee shall  immediately  notify  Lessor and
     Lessor  shall  promptly  repair or restore the Premises  (including  Lessee
     improvements)  at  Lessor's  expense,  so as to make the  Premises at least
     equal in value to the Premises existing immediately prior to the occurrence
     and as nearly similar to it in character as is practicable  and reasonable.
     Notwithstanding the foregoing,  if Lessor is unable to complete the repairs
     or  restoration  of the  Premises  within 180 days of the date of damage or
     destruction, either Lessor or Lessee may elect to terminate this Lease upon
     thirty (30) days notice, such termination to be effective as of the date of
     casualty. If the Premises are damaged or destroyed during the final two (2)
     years of the  Original  Term or final  year of any Option  Term,  Lessor or
     Lessee may terminate this Lease upon written notice.

          8.2 Rent  Abatement.  Lessee's  obligations  with respect to Rent will
     abate pending the repairs to or the  restoration  of the Premises,  but not
     longer than the coverage period for the Loss or Rent insurance coverage.

          9. Condemnation.

          9.1 Total Taking. If, by exercise of the right of eminent domain or by
     conveyance made in response to the threat of the exercise of such right (in
     either case a "Taking"),  all of the  Premises are taken,  or if so much of
     the Premises  are taken that the  Premises  could not be used by Lessee for
     the purposes for which they were used immediately  before the Taking,  this
     Lease shall end upon the earlier of the vesting of title to the Premises in
     the condemning authority or the taking of possession of the Premises by the
     condemning authority (in either case the "Ending Date").

          9.2  Partial  Taking.  If,  after a  Taking,  so much of the  Premises
     remains that, in Lessee's  reasonable  estimation,  the Premises ca be used
     for  substantially  the same purposes for which they were used  immediately
     prior to the  Taking:  (i) this Lease will end on the Ending Date as to the
     part  of  the  Premises   which  is  taken;   (ii)  prepaid  Rent  will  be
     appropriately  allocated  to the part of the  Premises  which is taken  and
     prorated to the Ending Date; (iii) beginning on the day

<PAGE>

     after the Ending Date,  Rent for so much of the Premises as remains will be
     reduced in the proportion of the floor area of the building remaining after
     the Taking to the floor area of the building before the Taking; and (iv) at
     its cost, Lessor will restore so much of the Premises as remains to a sound
     architectural unit substantially suitable for the purposes for which it was
     used immediately prior to the Taking.

          9.3 Award.  All  awards  from any Taking  shall be  allocated  between
     Lessor and Lessee in accordance with  applicable law. Unless  prohibited by
     applicable law, Lessee may prosecute its own claim by separate  proceedings
     against the condemning authority for damages legally due to it (such as the
     loss of fixtures which Lessee was entitled to remove and moving expenses).

          10. Utilities.  Lessee will contract in their own name for and pay the
     appropriate  suppliers for all gas,  electricity,  lights, heat, telephone,
     power,  and other  utilities,  except  water  and sewer and  communications
     services  delivered  to the  Premises  by such  suppliers  during the Term,
     whether or not the  services  are billed  directly  to Lessee.  If building
     becomes multi-tenanted,  utilities used for common areas, if not separately
     metered, will be provided.

          11. Assignments and Subletting.  Lessee shall not assign or sublet all
     or part of Lessee's interest in this Lease without Lessor's written consent
     which shall not be unreasonably  withheld.  In connection with any proposed
     assignment  of the Lease or sublease of all or any portion of the Premises,
     Lessee shall deliver to Lessor,  for Lessor's review and written  approval,
     all such information concerning the proposed assignee or sublease as Lessor
     may reasonably request.  Notwithstanding  the foregoing,  Lessee may assign
     the Lease at any time,  or sublease all or any part of the  Premises,  upon
     prior written notice to Lessor but without  Lessor's prior written consent,
     to any entity  which  acquires  not less than  fifty-one  percent  (51%) of
     Lessee's  assets or stock,  or is merged or  consolidated  with Lessee,  or
     which  controls,  is controlled by or is under common control with,  Lessee
     (collectively,  an  "Affiliate"),  so long as such  Affiliate  conclusively
     agrees,  in writing  delivered to Lessor prior to the effective date of the
     assignment, to assume all of Lessee's obligations under the Lease.

          12. Default; Breach; Remedies.

          12.1  Events  of  Default.   The  following   occurrences  each  shall
     constitute  an "Event of  Default"  hereunder:  (i) if Lessee  defaults  in
     payment of Rent,  and such default  continues for a period of ten (10) days
     after  written  notice to  Lessee;  (ii) if Lessee  abandons  the  Premises
     without payment of rent; (iii) if this Lease or the Premises or any part of
     the Premises is taken upon  execution  or by other  process of law directed
     against  Lessee,  or is taken upon or subjected to any  attachments  by any
     creditor of Lessee or claimant  against  Lessee,  and the attachment is not
     discharged  within ninety (90) days after its levy;  (iv) If Lessee files a
     petition in bankruptcy or insolvency or for  reorganization  or arrangement
     under the bankruptcy  laws of the United States or under any insolvency act
     of any state,  or is dissolved,  or makes an assignment  for the benefit of
     creditors:  (v) if an  involuntary  proceeding  under any bankruptcy law or
     insolvency  act or for the  dissolution  of Lessee are  instituted  against
     Lessee,  or a receiver or trustee is appointed for all substantially all of
     Lessee's property, and such proceeding is not dismissed or the receivership
     or trusteeship is not vacated within ninety (90) days after  institution or
     appointment: or (vi) if Lessee defaults in the performance or observance of
     any other material term, covenant, or condition under this Lease and Lessee
     fails to cure such default

<PAGE>

     within thirty (30) days after written notice to Lessee (of, if such default
     is  incapable  of being cured  within  such thirty (30) day period,  Lessee
     fails to commence curing such default within such thirty (30) day period).

          12.2  Remedies.  If any one or more  events  of  default  set forth in
     Paragraph  12.1 occurs,  then Lessor may give Lessee  written notice of its
     intention to terminate this Lease,  whereupon  Lessee's right to possession
     of the Premises will cease and this Lease will be terminated as of the date
     fixed in the notice. If this Lease is terminated pursuant to the provisions
     of this Paragraph  12.2,  Lessee will be liable to Lessor for damages in an
     amount equal to the Rent and all other sums that would been owing by Lessee
     under this Lease for the balance of the then current Term if this Lease had
     not been terminated, less the net proceeds, if any, of any reletting of the
     Premises by Lessor  subsequent to the termination.  Lessor will be entitled
     to collect  damages  from Lessee  monthly on the days on which the Rent and
     other  amounts  would  have  been  payable  under  this  Lease had not been
     terminated.  In the event this  Lease is  terminated  as set forth  herein,
     Lessor shall use commercially  reasonable  efforts to relet the Premises in
     order to mitigate Lessees' damages.

          13. Broker's Fee. Lessor and Lessee each hereby  represent and warrant
     to the other  that,  other  than The Flynn  Company,  on behalf of  Lessor,
     neither has dealt with any broker or agent in connection  with the Lease or
     its negotiation.  Lessee hereby agrees do indemnify, defend and hold Lessor
     harmless  from and  against  any and all costs,  expenses  and  liabilities
     (including  actual  attorney's  fees and  costs,  and court  costs)for  any
     compensation, commission or fees claimed by any broker or agent (other than
     The Flynn Company) in connection  with the Lease or its  negotiation  based
     upon any act of Lessee.  Lessor hereby agrees to indemnify,  defend an hold
     Lessee  harmless  from  and  against  any  and  all  costs,   expenses  and
     liabilities  (including  actual attorney's fees and costs, and court costs)
     for any  compensation,  commission  or fees  claimed by any broker or agent
     (other  than t The  Flynn  company)  in  connection  with the  Lease or its
     negotiation based upon any act of Lessor.

          14. Estoppel  Certificate.  Within no more than twenty (20) days after
     written  request by Lessor,  Lessee  will,  at no cost to Lessor,  execute,
     acknowledge,  and deliver to Lessor,  to the extent such  statement is true
     and correct, a certificate  stating:  (i) that this Lease is unmodified and
     in full force and effect,  or if the Lease is modified,  the nature of such
     modification accompanied by a copy of any modification agreement;  (ii) the
     date to which  rental  and other  sums  payable  under this Lease have been
     paid;  (iii) that Lessee has accepted and occupied the Premises;  (iv) that
     Lessee has no claim or offset against Lessor,  or, if it does,  stating the
     nature of such claim or offset;  and (v) other matters as may be reasonably
     requested by Lessor and acceptable to Lessee. Any certificate may be relied
     upon by any  prospective  purchaser  of the  Premises  and any  prospective
     mortgagee or  beneficiary  under any deed of trust or mortgage  encumbering
     the Premises.

          15.  Severability.  The invalidity of any provision of this Lease,  as
     determined by a court or government agency of competent jurisdiction, shall
     in no way affect the validity of any other provision hereof.

          16. Notices. Any notice, request, demand, consent,  approval, or other
     communication required or permitted under this Lease shall be in

<PAGE>

     writing  and  shall be  deemed  to have  been  given  (i)  when  personally
     delivered by courier (or by guaranteed  overnight delivery service),  (iii)
     when served pursuant to the Federal Rules of Civil  Procedure,  or (iii) on
     the day, as determined by the postmark,  it is deposited in any  depository
     regularly maintained by the United States postal services, postage prepaid,
     certified or registered  mail ,return  receipt  requested,  addressed to or
     (iv) via telefax:

          Lessor:                  Dunwoody Associates
                                   55 Country Club Drive
                                   Downingtown, PA 19355-3062
                                   ATTN: Jack R. Loew

          Lessee:                  Mr. Myles Tasman
                                   Golden American Life Insurance Company
                                   1001 Jefferson Street
                                   Suite 400
                                   Wilmington, DE 19801

          With a copy to:          Mr. Ben Chernow
                                   Golden American Life Insurance Company
                                   1001 Jefferson Street
                                   Suite 400
                                   Wilmington, DE 19801

     Either Lessor or Lessee may change its address or addressee by giving prior
     written notice according this Paragraph.

          17. Waivers.  No waiver of any condition or agreement in this Lease by
     either Lessor or Lessee will imply or  constitute a further  waiver by such
     party of the same or any other  condition  or  agreement.  If this Lease is
     assigned,  of if the  Premises  or any part of the  Premises  are sublet or
     occupied by anyone  other than  Lessee,  Lessor may  collect  Rent from the
     assignee, sublessee, or occupant as Lessee.

          18.  Recording.  Either  Lessor or Lessee  shall,  upon request of the
     other,  execute,  acknowledge  and  deliver  to  the  other  a  short  form
     memorandum  of this  Lease for  recording  purposes.  The party  requesting
     recordation  shall  be  responsible  for  payment  of any  fees  applicable
     thereto.

          19.  Surrender.  Lessee shall,  upon expiration or termination of this
     Lease, promptly surrender the Premises in good order and condition,  normal
     wear and tear excepted.

          20. No right to Holdover.  If Lessee  fails to surrender  the Premises
     upon the expiration or earlier termination of the Term, without the express
     written consent of Lessor, Lessee shall become a month-to-month tenant at a
     rental  rate equal to one  hundred  fifty  percent  (150%) of the Base Rent
     payable by Lessee for the month  immediately  preceding such  expiration or
     earlier termination, and Lessee shall remain responsible for the payment of
     all other monetary  obligations  due and payable by Lessee under the Lease.

<PAGE>

     Acceptance  by  Lessor  of  any  rent  after  such  expiration  or  earlier
     termination of the Term shall not result in any renewal or extension of the
     Term.

          21.  Cumulative  Remedies.  No remedy or election  hereunder  shall be
     deemed exclusive but shall, wherever possible, be cumulative with all other
     remedies at law or in equity.

          22.  Binding  Effect:  Choice of Law. This Lease shall be binding upon
     the parties,  the personal  representatives,  successors and assigns and be
     governed by the laws of the  Commonwealth of  Pennsylvania.  Any litigation
     between the parties hereto  concerning  this Lease shall be imitated in the
     County in which the Premises are located.

          23. Subordination; Attornment; Non-Disturbance.

          23.1 General. This Lease and Lessee's rights hereunder are subject and
     subordinate to any first mortgage, first deed of trust, or other first lien
     encumbrance   or  indenture,   together  with  any  renewals,   extensions,
     modifications, consolidations and replacements thereof, which nor or at any
     subsequent  time  affect  the  Premises,  any  interest  of  Lessor  in the
     Premises,  and  Lessor's  interest in this Lease and the estate  created by
     this  Lease  (except  to the  extent  that  any such  instrument  expressly
     provides  that  this  Lease  is  superior  to  it).  Lessee  will  execute,
     acknowledge  and deliver to Lessor at any time and from time to time,  upon
     demand by Lessor,  any  reasonable  documents s may be requested by Lessor,
     any ground Lessor or underlying  Lessor,  or any mortgage lender, or holder
     of any other instrument described in this subsection,  to confirm or effect
     such subordination.

          23.2  Attornment.  If any  mortgage  lender or  holder of any  similar
     instrument  described in Paragraph 23.1 above succeeds to Lessor's interest
     in the  Premises,  Lessee  shall pay to it all Rents  subsequently  payable
     under this Lease, and Lessee shall, upon request of anyone so succeeding to
     the interest of Lessor,  automatically become the lessee of, and attorn to,
     the successor in interest without change in this Lease. Upon request by the
     successor  in  interest  and  without  cost to Lessor or the  successor  in
     interest,  Lessee shall execute,  acknowledge  and deliver an instrument or
     instruments confirming such attornment. Such instrument or attornment shall
     also provide that the successor in interest shall not disturb Lessee in its
     use of the Premises in accordance  with this Lease so long as Lessee is not
     in material default hereunder.

          23.3.  Non-Disturbance.  With  respect  to  any  security  instruments
     described  in  Paragraph  23.1  above  entered  into by  Lessor  after  the
     execution  of this  Lease,  Lessee's  subordination  of this Lease shall be
     subject to receiving a commercially  reasonable  non-disturbance  agreement
     from the  beneficiary  of such  security  instrument  which  provides  that
     Lessee's possession of the Premises and this Lease will not be disturbed so
     long as Lessee is not material default  hereunder and attorns to the record
     owner of the Premises.  Further, within sixty (60) days after the execution
     of this Lease, Lessor shall use commercially reasonable efforts to obtain a
     non-disturbance  agreement  from the  holder of any  pre-existing  security
     instrument relating to the Premises.

          24.  Signage.  The  graphics,   materials,  color,  design  lettering,
     lighting,  size,  quality,  specifications  and exact  location of Lessee's

<PAGE>

     signage,  if any,  shall comply with all  applicable law and Park Covenants
     affecting the Premises.  At the  expiration or earlier  termination  of the
     Lease, Lessee shall, at Lessee's sole cost and expense,  cause such signage
     to be removed from the  Premises  (including  the removal of any  lingering
     sign  identification on the Building and/or the Premises where such signage
     was located),  and Lessee will repair any damage to the Premises  caused by
     such  removal.  If Lessee  fails to remove such signage and repair any such
     damage to the Premises  within  thirty (30) days after any  termination  or
     expiration  of the Lease,  then  Lessor  may  perform  such  work,  and all
     reasonable  costs and expenses  incurred by Lessor shall be  reimbursed  by
     Lessee within thirty (30) days after Lessee's  receipt of Lessor's  written
     demand therefor.

          25. Quiet Possession.  So long as Lessee is not in material default of
     this Lease, Lessee's quite and peaceful enjoyment of the Premises shall not
     be disturbed  or  interfered  with by Lessor or by any person  claiming by,
     through or under Lessor.

          26. Time of the  Essence.  Time is of the  essence  with regard to the
     performance of all obligations to be performed or observed by the parties.

          27.  Entire  Agreement.  This Lease  Agreement,  including any and all
     exhibits  and  attachments  hereto,  constitutes  the entire  understanding
     between Lessor and Lessee with respect to the subject matter hereof.

          28.  Amendments.  This Lease may be amended only in writing  signed by
     the parties in interest at the time of the modification.

          IIN  WITNESS  WHEREOF,  Lessor and  Lessee  have  executed  this Lease
     Agreement as of the date first written above.

     ATTEST/WITNESS:                              LESSOR:
                                                  DUNWOODY ASSOCIATES
                                                  by JRL PROPERTIES, Inc.,
                                                  its general partner


     ________________________________             By:  /s/ Jack R. Loew
                                                       ----------------------
                                                       Jack R. Loew, President


                                                  LESSEE:
                                                  GOLDEN AMERICAN LIFE. INS. CO.


     ________________________________             By : /s/ Terry Kendall
                                                       -----------------
                                                       Terry Kendall, President



<PAGE>



                                   EXHIBIT "C"

                              LESSOR IIMPROVEMENTS

                             (Intentionally Omitted)


<PAGE>



                                   EXHIBIT "D"

                              LESSOR IIMPROVEMENTS

                             (Intentionally Omitted)



<PAGE>



                                   EXHIBIT "F"

                          ESTIMATED OPERATING EXPENSES

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY


REAL ESTATE TAXES                                            $1.60
INSURANCE                                                      .10
LANDSCAPE MAINTENANCE                                          .18
SNOW REMOVAL                                                   .15
WATER/SEWER                                                    .15
BUILDING MAINTENANCE                                           .45
TRASH REMOVAL                                                  .15
HVAC MAINTENANCE                                               .10
ELEVATOR MAINTENANCE                                           .09
PARKING LOT MAINTENANCE                                        .08
JANITORIAL                                                     .80
MANAGEMENT                                                     .25
                                                           -------
TOTAL                                                        $4.10




<PAGE>



                                   EXHIBIT "E"

                        CONFIRMATION OF LEASE AGREEMEN T

     THIS CONFIRMATION OF LEASE AGREEMENT ("Agreement") dated _________,  _____,
is hereby executed by the  undersigned  "Lessor" and "Lessee" (as both terms are
hereinafter  defined),  and is attached to and made a part of that certain Lease
Agreement     dated      _________,      _____     (the     "Lease")     between
________________________________, a ________________________________ ("Lessor"),
and    ________________________________,    a   ________________________________
("Lessee").

     The  undersigned,   Lessor  and  Lessee,  hereby  confirm  and  verify  the
following:

     1. _________,  _____ is hereby confirmed to be the Commencement Date of the
Original Term of the Lease;

     2.  _________,  _____ is hereby  confirmed to be the Expiration Date of the
Original Term of the Lease,

     3.  US$____________  is the monthly Base Rent payable for the Original Term
of the Lease; and

     4. _______________ s. f. is hereby confirmed as the final square footage of
the Building on the Premises.

     Except as set forth herein,  the Lease remains unmodified and in full force
and effect. In the event of any conflict between the terms of this Agreement and
the Lease, this Agreement shall supersede and control.

     ATTEST/WITNESS:                          LESSOR:


     ________________________________         By: ______________________________
                                              Name:
                                              Title:


                                              LESSEE:


     ________________________________         By :______________________________
                                              Name:
                                              Title:



<PAGE>



                               EXHIBIT "B" - SPEC

                           THREE-STORY OFFICE BUILDING

                                 GOLDEN AMERICAN

                            GLENLOCH CORPORATE CAMPUS
                   West Whiteland Township, Chester County, PA

                         Project Outline Specifications
                                  April 3, 1998

     GENERAL REQUIREMENTS

     Summary of Work:  Lessor will  construct a 65,000 s.f.  three-story  office
building. The building design will allow for future expansion on the south wall.
The core facilities (i.e. lobby, elevators,  restrooms,) for the entire building
(initial  construction  and  future  expansion)  are  provided  for in the shell
building.  The electric service,  water service,  and sewer service laterals are
sized for 125,000 s.f. The HVAC will be a VAV type system.

     Alternates: (1) To construct an additional 30,000 s.f. and (2) construct an
additional  60,000  s.f.  after the  completion  and  occupancy  of the  initial
building.

     Permits  and  Inspections:  Lessor  will  obtain  and pay  for all  permits
required  from the  Pennsylvania  State  Labor and  Industry  and the  Township.
Geotechnical  monitoring  of the site and building  including  soils  compaction
data,  footing  bottom  inspection,  and concrete  testing are also  included as
required.

     Construction  Facilities and Services: A superintendent will be provided to
monitor and supervise the day-today construction activities.  The site will have
temporary  facilities  including  job trailer and  utilities.  At the end of the
project, Lessor will perform a construction clean-up in preparation for turnover
to the Owner.

     Quality Assurance: All work shall be performed in accordance with local and
state building  codes and per the  recommendations  of the  applicable  building
associations.

     Work Not Included in the Contract:  The following items are not provided by
Lessor in the base contract:


     Interior or exterior signage



<PAGE>



     SITEWORK

     General:  Lessor will  provide all  necessary  sitework  to  construct  the
building.


     Paving and Curbing: All areas designated as driveways or parking areas will
be fully curbed and paved and striped in accordance with the  configuration  and
specification shown on the site plan (attached as Exhibit "A").

     Landscaping:  Landscaping has been included for the design and installation
of  trees,  plantings  and  lawns  around  the  building  to meet  the  Township
requirements.

     Utilities:   Lessor  shall  provide  and  coordinate  the  installation  of
underground water mains for domestic use and fire protection, electric, gas, and
telephone services including all required conduits to the building.

     CONCRETE

     General:  Lessor will provide all concrete work required for the project in
accordance with A.C.I.  (American Concrete Institute) general requirements.  All
concrete shall have a minimum compressive strength of 3000 OSI in 28 days.

     Foundations:  Lessor will provide all reinforced  concrete  retaining walls
and column footings required to support floors,  walls, and structural  members.
The footing design assumes a soil bearing capacity of 3000 PSI.

     Slabs: Concrete slabs shall be provided as follows:


      First floor office:                      4" of concrete over 4" of stone
      Second floor office                      3" of concrete on metal deck
      Third floor office:                      3" of concrete on metal deck
      Exterior sidewalks and stops             4" of concrete over 4" of stone

     All slabs shall be reinforced with a minimum of 6/6, 10 x 10 wire mesh.

     MASONRY

     General:  The building  shall be 4" brick  veneer over 8" concrete  masonry
units (CMU) below the first floor  windows and 4" brick veneer on  prefabricated
structural wall panels above the first floor windows. Elevator, stairtowers, and
elevator machine room will be 8" CMU walls.

     METALS

     Structural  Steel:  Lessor will provide all required steel for the building
shell.  All  structural  steel work shall be  performed in  accordance  with the
American Institute of Steel Constructions (A.I.S.C.).  All steel joists shall be

<PAGE>

in accordance  with the Steel Joist  Institute.  The roof will be designed for a
live snow loaf of 30 pounds per square  foot.  The second and third floors shall
be designed for standard  office floor loading of 80 pounds per square foot. The
building will be supported by means of a freestanding  steel framework  designed
to provide a minimum  drop  ceiling  height of 9'. Steel bar joists will support
the  second  and third  floor  slabs  and the  roof.  Lessor  will  provide  all
miscellaneous steel consisting of one interior fire towers, one ornamental lobby
stair, roof access ladder, and miscellaneous site handrails.

     Metal  Panels:  Prefabricated  wall  panels  will be  installed  to  create
spandrel  panels between  floors and the wall/roof  system above the third floor
windows.  All panels  will be designed  under the  supervision  of a  structural
engineer.

     CARPENTRY

     Rough  Carpentry:  Lessor  shall  furnish  and  install  all  miscellaneous
carpentry necessary for the construction of soffits.

     THERMAL AND MOISTURE

     Roofing:  The  roof of the  building  will be  constructed  using  four ply
built-up  roofing  system over a  mechanically  fastened  R-19 rigid  insulation
board.  All roof areas shall be internally  drained.  Roof shall have a five (5)
year warranty.

     Miscellaneous:  Lessor will provide  perimeter  insulation  below grade. 4"
batt insulation shall be installed along all exterior walls.  Control joints and
window systems will be caulked using a two-part  polyurethane.  A roof hatch and
ladder will be provided in a third floor closet.

     Moisture Protection:  Lessor shall provide foundation  waterproofing at all
walls with finished space below grade.  A foundation  drain will be installed at
all walls receiving a moisture protection barrier.

     DOORS AND WINDOWS

     Doors:  The standard  interior  lobby doors shall be full height solid core
oak veneer for  ingress/egress  and hollow metal doors for rated  openings (i.e.
mechanical rooms). Both will be set in hollow metal frames.  Doors shall receive
standard  duty  commercial  lever-type  hardware  Schlage or equal  meeting  all
applicable  codes.  Panic hardware and exit devices will be provided as required
by applicable building codes.

     Glass  and  Glazing:   The  building   will  have  six  foot  high  windows
manufactured  by Kawneer or equal as shown on the sketch.  All windows  shall be
insulated  glass with a shading  coefficient  sufficient  to balance the optimal
HVAC requirements  with adequate natural light.  Window analysis to be performed
and  approved  by Lessor and  Lessee.  The main  entrance  shall be a  two-story
curtain wall system with medium style doors with quarter inch glass, tempered as
required by code .



<PAGE>



     FRAMING AND DRYWALL

     General: All interior drywall walls will be constructed to create the lobby
area at the first, second, and third floors, two (2) bathroom facilities will be
provided per floor,  elevator and  mechanical  rooms  required for the building.
Walls will be  constructed  of 3 5/8"  steel  studs,  16" on  center,  with 1/2"
drywall on each side. All partitions will e nine feet tall. Insulation for noise
control shall be provided in restroom  partitions.  The walls creating the lobby
areas shall be one hour rated.  No other  partitions or drywall work is provided
for the shell portion of the project.

     FINISHES

     A room-by-room  finish  schedule will ultimately be created by Lessor to be
approved by Lessee to proved exact details on all interior  finishes  within the
lobby,  bathroom, and core areas. We have included ceramic tile in the restrooms
with a 5' high  wainscot on the wet wall with Type II vinyl on balance of walls.
An upgraded 12 x 12 quarry tile floor will be provided in the first floor lobby.
Upgraded  carpet  will be  provided  in all other  public  areas of the  lobbies
including  the lobby stair.  An upgraded  regular  ceiling tile in 7/16" grid is
provided in all lobby public areas.

     SPECIALTIES

     General:  Bathroom  fit-up  consisting  of mirrors  and  standard  bathroom
accessories will be provided in each of the restrooms.  Fire  extinguishers will
be installed throughout the building in accordance with local authorities.

     CONCEYING SYSTEMS

     Elevator:  Lessor will furnish and install two (2) 3000# capacity, cab size
of approximately  4'3 x 6'8", 3 stop, 125 feet per minute standard car, elevator
system manufactured by Schindler or equal.

     MECHANICAL

     Fire Protection:  The building will be fully sprinklered in accordance with
NFPA 13 (ordinary hazard). All ceilings shall have semi-recessed,  chrome plated
sprinkler  heads.  Miscellaneous  equipment  including  main riser with flow and
tamper  switches,  inspector  test, fire  department  connection,  and sprinkler
cabinet will be installed as required.  A smoke  evacuation will be installed by
Lessor in main lobby and secondary fire tower.




<PAGE>



                           THREE-STORY OFFICE BUILDING

                                 GOLDEN AMERICAN

                            GLENLOCH CORPORATE CAMPUS
                   West Whiteland Township, Chester County, PA

                         Project Outline Specifications
                                 March 26, 1998


     GENERAL REQUIREMENTS

     Summary of Work:  Lessor will  construct a 65,000 s.f.  three-story  office
building. The building design will allow for future expansion on the south wall.
The core facilities (i.e. lobby, elevators,  restrooms,) for the entire building
(initial  construction  and  future  expansion)  are  provided  for in the shell
building.  The electric service,  water service,  and sewer service laterals are
sized  for  125,000  s.f.  The HVAC will be a will be a water  source  heat pump
system.  The cooling  towers will be sized for 125,000 s.f. The loop piping will
be installed in the 65,000 s.f. initial building. The remaining equipment is not
included  in the shell  (i.e.  heat  pumps,  duct,  controls,  etc.) and will be
installed as part of the tenant fit-out.

     Alternates: (1) To construct an additional 30,000 s.f. and (2) construct an
additional  60,000  s.f.  after the  completion  and  occupancy  of the  initial
building.

     Permits  and  Inspections:  Lessor  will  obtain  and pay  for all  permits
required  from the  Pennsylvania  State  Labor and  Industry  and the  Township.
Geotechnical  monitoring  of the site and building  including  soils  compaction
data,  footing  bottom  inspection,  and concrete  testing are also  included as
required.

     Construction  Facilities and Services: A superintendent will be provided to
monitor and supervise the day-today construction activities.  The site will have
temporary  facilities  including  job trailer and  utilities.  At the end of the
project, Lessor will perform a construction clean-up in preparation for turnover
to the Owner.

     Quality Assurance: All work shall be performed in accordance with local and
state building  codes and per the  recommendations  of the  applicable  building
associations.  Lessor  will  warrant  all work for a period of one year from the
time of substantial completion.

     Work Not Included in the Contract:  The following items are not provided by
Lessor in the base contract:

     Interior or exterior signage

<PAGE>


     SITEWORK

     General:  Lessor will  provide all  necessary  sitework  to  construct  the
building.


     Paving and Curbing: All areas designated as driveways or parking areas will
be fully curbed and paved and striped in accordance with the  configuration  and
specification shown on the site plan.

     Landscaping:  Landscaping has been included for the design and installation
of  trees,  plantings  and  lawns  around  the  building  to meet  the  Township
requirements.

     Utilities:  Lessor shall provide  and/or  coordinate  the  installation  of
underground water mains for domestic use and fire protection, electric, gas, and
telephone services to the building.

     CONCRETE

     General:  Lessor will provide all concrete work required for the project in
accordance with A.C.I.  (American Concrete Institute) general requirements.  All
concrete shall have a minimum compressive strength of 3000 OSI in 28 days.

     Foundations:  Lessor will provide all reinforced  concrete  retaining walls
and column footings required to support floors,  walls, and structural  members.
The footing design assumes a soil bearing capacity of 3000 PSI.

     Slabs: Concrete slabs shall be provided as follows:

      First floor office:                      4" of concrete over 4" of stone
      Second floor office                      3" of concrete on metal deck
      Third floor office:                      3" of concrete on metal deck
      Exterior sidewalks and stops             4" of concrete over 4" of stone

     All slabs shall be reinforced with a minimum of 6/6, 10 x 10 wire mesh.

     MASONRY

     General:  The building  shall be 4" brick  veneer over 8" concrete  masonry
units (CMU) below the first floor  windows and 4" brick veneer on  prefabricated
structural wall panels above the first floor windows. Elevator, stairtowers, and
elevator machine room will be 8" CMU walls.

     METALS

     Structural  Steel:  Lessor will provide all required steel for the building
shell.  All  structural  steel work shall be  performed in  accordance  with the
American Institute of Steel Constructions (A.I.S.C.).  All steel joists shall be
in accordance  with the Steel Joist  Institute.  The roof will be designed for a
live snow loaf of 30 pounds per square  foot.  The second and third floors shall

<PAGE>

be designed for standard  office floor loading of 80 pounds per square foot. The
building will be supported by means of a freestanding steel framework. Steel bar
joists will  support the second and third floor slabs and the roof.  Lessor will
provide all  miscellaneous  steel  consisting of one interior  fire towers,  one
ornamental lobby stair, roof access ladder, and miscellaneous site handrails.

     Metal Panels:  Prefabricated  wall panels and partial roof/wall panels will
be installed to create spandrel  panels between floors and the wall/roof  system
above the third floor windows. All panels will be designed under the supervision
of a structural engineer.

     CARPENTRY

     Rough  Carpentry:  Lessor  shall  furnish  and  install  all  miscellaneous
carpentry necessary for the construction of soffits.

     THERMAL AND MOISTURE

     Roofing:  The  roof of the  building  will be  constructed  using  four ply
built-up  roofing  system over a  mechanically  fastened  R-19 rigid  insulation
board.  All roof areas shall be internally  drained.  Roof shall have a five (5)
year warranty.

     Miscellaneous:  Lessor will provide  perimeter  insulation  below grade. 4"
batt insulation shall be installed along all exterior walls.  Control joints and
window systems will be caulked using a two-part  polyurethane.  A roof hatch and
ladder will be provided in a third floor closet.

     Moisture Protection:  Lessor shall provide foundation  waterproofing at all
walls with finished space below grade.  A foundation  drain will be installed at
all walls receiving a moisture protection barrier.

     DOORS AND WINDOWS

     Doors:  All  interior  lobby  doors  shall be solid  core  oak  veneer  for
ingress/egress  and  hollow  metal  doors for rated  openings  (i.e.  mechanical
rooms).  Both will be set in hollow metal frames.  Doors shall receive  standard
duty  commercial  lever-type  hardware  Schlage or equal meeting all  applicable
codes.  Panic  hardware  and  exit  devices  will be  provided  as  required  by
applicable building codes.

     Glass  and  Glazing:   The  building   will  have  six  foot  high  windows
manufactured  by Kawneer or equal as shown on the sketch.  All windows  shall be
insulated  glass set in dark bronze  thermal  break  aluminum  frames.  The main
entrance  shall be a two-story  curtain wall system with medium style doors with
quarter inch glass, tempered as required by code.

     FRAMING AND DRYWALL

     General: All interior drywall walls will be constructed to create the lobby
area at the first, second, and third floors, two (2) bathroom facilities will be
provided per floor,  elevator and  mechanical  rooms  required for the building.

<PAGE>

Walls will be  constructed  of 3 5/8"  steel  studs,  16" on  center,  with 1/2"
drywall on each side. All partitions will e nine feet tall. Insulation for noise
control shall be provided in restroom  partitions.  The walls creating the lobby
areas shall be one hour rated.  No other  partitions or drywall work is provided
for the shell portion of the project.

     FINISHES

     A room-by-room  finish  schedule will ultimately be created by Lessor to be
approved by Lessee to proved exact details on all interior  finishes  within the
lobby,  bathroom, and core areas. We have included ceramic tile in the restrooms
with a 5' high  wainscot on the wet wall.  An upgraded 12 x 12 quarry tile floor
will be provided in the first floor lobby.  Upgraded  carpet will be provided in
all other public  areas of the lobbies  including  the lobby stair.  An upgraded
tegular ceiling tile in 7/16" grid is provided in all lobby public areas.

     SPECIALTIES

     General:  Bathroom  fit-up  consisting  of mirrors  and  standard  bathroom
accessories will be provided in each of the restrooms.  Fire  extinguishers will
be installed throughout the building in accordance with local authorities.

     CONCEYING SYSTEMS

     Elevator:  Lessor will furnish and install two (2) 2500# capacity, cab size
of approximately  4'3 x 6'8", 3 stop, 125 feet per minute standard car, elevator
system manufactured by Schindler or equal.

     MECHANICAL

     Fire Protection:  The building will be fully sprinklered in accordance with
NFPA 13 (ordinary hazard). All ceilings shall have semi-recessed,  chrome plated
sprinkler  heads.  The  tenant  area is an open  ceiling  and will have  upright
brass-heads.  Miscellaneous  equipment including main riser with flow and tamper
switches, inspector test, fire department connection, and sprinkler cabinet will
be installed as required.  A fire booster pump or other specialty fire equipment
is not included.

     Plumbing:  The  roof  water  will  be  internally  drained,  collected  and
distributed to the storm water management  system.  Domestic water  distribution
and sanitary sewer piping is provided as shown on the drawings. We have included
(30) lavatories,  (30) water closets with flush valves,  (3) water coolers,  (3)
water heaters, (3) floor drains, (3) janitor's sinks, and (4) hose bibs.

     HVAC:  The HVAC system  will be a closed  loop water  source heat pump with
cooling tower mounted on the roof. The main water loop, chiller,  boiler make-up
air units, and  miscellaneous  equipment will be provided in the shell building.
All other  equipment  including heat pumps,  ductwork  diffusers and controls to
complete  the system will be included  with the fit-out  portion of the project.
All work shall be in  accordance  with ASHREA and SMACNA  standards.  The system
shall be designed to maintain space conditions for occupied areas as follows:

<PAGE>

   Summer:  75 degree dry bulb with 50% maximum relative humidity, at an outdoor
            temperature of 95 degrees dry bulb.

   Winter:  70 degree dry bulb with 50% maximum relative humidity, at an outdoor
            temperature of 0 degree dry bulb.

     Outdoor air will be  introduced  at the rate of 5% of the total supply CFM.
The  required  amount of total  supplied  air shall be a minimum of five (5) air
changes per hour. Exhaust fans will be provided in each bathroom.

     Work Not Included in the Contract:  The following items are not provided by
Lessor in the base contract:

       Mechanical work within tenant spaces other than specified above
       Humidification control
       Computerized Energy Management Systems

     ELECTRICAL

     Service and Distribution:  Lessor will perform all work not provided by the
power  company to supply a 277/480V - 3pphase  electric  service.  This includes
primary and secondary work and distribution  switchgear. A 1600 amp service will
be provided.  This service is of adequate size to accommodate  the base building
and the 60,000 s.f. expansion.

     Lighting:  Upgraded interior lobby lighting is included.  Fluorescent strip
lighting will be installed in the  mechanical  and elevator  machine room.  (24)
high hats are included in the exterior soffit.

     Power: Lobby and corridor convenience  receptacles are included.  Bathrooms
will have ground fault type receptacles.

     Emergency  Systems:  We have  included all battery type  emergency and exit
lighting  required by applicable  building codes plus a building code fire alarm
system.  This system is expandable to accommodate the future requirements of the
expansion and the tenant fit-out.

     Work Not Included in the Contract:  The following items are not provided by
Lessor in the base contract:

       Electrical Work to Future Tenant Spaces
       Emergency Generator or Uninterrupted Power Sources
       Computer or Telecommunications Wiring or Devices
       Security, or Entrance Alarm Systems
       Specialty or Decorative Lighting

     END OF SPECIFICATION


<PAGE>



                           THREE-STORY OFFICE BUILDING

                                 GOLDEN AMERICAN

                            GLENLOCH CORPORATE CAMPUS
                   West Whiteland Township, Chester County, PA

                     Interior Fit-Up Outline Specifications
                                 March 26, 1998


     GENERAL REQUIREMENTS

     Summary of Work:  Lessor will  construct a 65,000 s.f.  three-story  office
building. The core facilities (i.e. lobby, elevators, restrooms,) for the entire
building  were provided for in the shell  building.  It assumed that the bulk of
the  fit-up  will  be  constructed  using  the  standard  office  finishes  with
approximately 3,000 s.f. of upgraded finish are.

     Permits  and  Inspections:  Lessor  will  obtain  and pay  for all  permits
required  from the  Pennsylvania  State Labor and  Industry  and the Township as
required for the fit-up.

     Quality Assurance: All work shall be performed in accordance with local and
state building  codes and per the  recommendations  of the  applicable  building
associations.  Lessor  will  warrant  all work for a period of one year from the
time of substantial completion.

     FRAMING AND DRYWALL

     General:  An  allowance  for 6,000  linear  feet of drywall  partitions  is
included.  Walls will be constructed  of 3 5/8" metal studs,  16" on center with
1/2" drywall on each face. Partitions in the office area will be nine feet tall.
Insulation for noise control shall be provided around bathrooms, lunchrooms, and
conference rooms.

     FINISHES

     Generals:  All finishes shall be chosen from Lessor's standard  selections.
Lessor  will  assist the Owner in the design and  coordination  of the  interior
finishes. Below is a list of standard finish materials.

     STANDARD FINISH MATERIALS

     Offices, Conference Rooms, General Areas

     Flooring:   28 ounce level loop carpeting
                 Manufactures: Patchcraft, Designweave, J & J Industries,
                 or equal

<PAGE>


     Wall Base:  4" vinyl cove base, 1/8 thick material.
                 Manufactures: Roppe, Jonsonite, or equal.

     Walls:      Painted with a minimum of two coats flat latex paint.
                 Manufactures: Shervin Williams, Duron, Benjamin Moore,
                 or equal.

     Ceilings:   2 x 4 white lay-in ceiling tiles, fissured mainboard, white,
                 with 15/16" white aluminum grid.
                 Manufactures: Armstrong, USG, Celtoex, or equal.

     Lunch Rooms/Cafeteria/Coffee Area

     Flooring:   12" x 12" vinyl composition floor tile (VCT)
                 Manufactures: Armstrong, Mannington, or equal.

     Wall, Base,
     Walls, Ceiling:   Same as above.

     Casework:   Kitchen/bathroom counters and cabinets shall have laminate
                 surfaces.
                 Manufactures: Formica, Nevamar, Wilsonart, or equal.

     UPGRADED FINISHES

     Flooring:   28-32 ounce cut pile carpeting with decorative accent
                 bordering.
                 Manufactures: Patchcraft, Designweaeve, J & J Industries,
                 or equal.

     Wall Base:  Carpet base.
                 Standard profile wood base.

     Walls:      Type I vinyl wallcovering.

     Ceilings:   2' x 2' tegular edge decorative ceiling.

     Lighting:   Combination of parabolic light fixturing and/or hi-hat lighting
                 with appropriate switching.



     SPECIALTIES

     General: Lessor will provide 1" mini blinds.

     Work Not Included in the Contract:  The following items are not provided by
Lessor in the base contract:

       Built-in furniture or reception desk.

     MECHANICAL

     Fire  Protection:  Lessor  will  modify  the  shell  sprinkler  system  to
                        accommodate the fit-up.

     Plumbing:          The bulk plumbing is provided in the shell construction.
                        We will provide one (1) coffee station per floor
                        including all plumbing requirements.

     HVAC:  Lessor will complete the HVAC for the space  inclusive of the supply
and  installation of water source heat pumps (to be connected to the loop system
installed in the shell), ductwork,  diffusers, grilles, and controls as required
for a compete system.

     ELECTRICAL

     Lighting:  Lessor will provide 2' x 4' lay-in  fluorescent  light  fixtures
with acrylic prismatic lens covers to create minimum 65 foot candle level in the
office areas. All light fixtures will be provided with energy efficient ballast.
Each office will have a minimum of one light switch.

     Power:  Receptacles will be provided in the ratio of one (1) receptacle for
each one hundred and  twenty-five  square feet of open office team. A minimum of
two (2) receptacles will be installed in each office or room.

     Emergency  Systems:  We have  included  all  emergency  and  exit  lighting
required by applicable building codes.

     Work Not Included in the Contract:  The following items are not provided by
Lessor in the base contract:

       Distribution to, or hook-up of, Owner supplied landscape partitions.
       Emergency generator or uninterrupted power sources.
       Computer or telecommunications wiring or devices.

     END OF SPECIFICATION


<PAGE>
                                                                 EXHIBIT 10.A(p)




                       FIRST AMENDMENT TO LEASE AGREEMENT

     This first Amendment to Lease Agreement  ("First  Amendment") made this 4th
day of  November,  1998,  by and between  DUNWOODY  ASSOCIATES,  a  Pennsylvania
limited  partnership  ("Lessor")  and GOLDEN  AMERICAN  LIFE  INSURANCE  COMPANY
("Lessee").


                                   BACKGROUND

     Lessor and  Lessee  executed a document  entitled  Lease  Agreement,  dated
______,  a true and correct copy of which is attached  hereto as Exhibit "A" and
incorporated herein by reference (the "Original Lease Agreement").

     Lessor and Lessee wish to amend the terms of the Original  Lease  Agreement
as set forth herein.

     NOW, THEREFORE,  the parties hereto,  intending to be legally bound hereby,
agree as follows:

     1.  Premises.  Subsection  1.1 of the  Original  Lease  Agreement is hereby
deleted ad replaced with the following:

          Lessor  hereby  leases to Lessee and Lessee  hereby leases from Lessor
     that  certain  real  property  consisting  of  approximately  15.87  acres,
     including  the  building  located  thereon as such is to be  expanded  (the
     "Building")  on the  property  commonly  known  as  Lot G of  the  Glenlock
     Corporate Campus, West Whiteland Township, Chester County,  Pennsylvania as
     more  particularly  described  and  depicted  on Exhibit  "A"  hereto  (the
     "Premises").  For the purposes of this Lease,  the Building is divided into
     four (4) different areas as follows:

          a. An area containing  approximately 65,000 square feet located on the
     three floors of the existing Building as depicted on Exhibit "B" hereto and
     labeled thereon as the Original Lease Area (the "Original Lease Area").

          b. An area containing  approximately  20,000 square feet to be located
     on one full floor of the Building as such is to be expanded and as depicted
     on Exhibit "B" hereto and labeled  thereon as the First  Expansion Are (the
     "First Expansion Area"); and

          c. An area containing  approximately  20,000 square feet to be located
     on one full floor of the Building as such is to be expanded and as depicted
     on Exhibit "B" hereto and labeled thereon as the Second  Expansion Are (the
     "Second Expansion Area"); and


<PAGE>



          d. An area containing  approximately  20,000 square feet to be located
     on one full floor of the Building as such is to be expanded and as depicted
     on Exhibit "B" hereto and labeled  thereon as the Third  Expansion Are (the
     "Third Expansion  Area") (the "First  Expansion Area,  Second Expansion are
     sometimes  referred to herein  collectively  as the  "Expansion  Areas" and
     singularly as an "Expansion Area").

     2.  Proportionate  Share  of  Operating  Expenses.  Section  1.1.1.  of the
Original Lease Agreement is deleted and is replaced with the following:

          Tenant  shall  pay  100%  of the  Operating  Expenses  subject  to the
     following  adjustment for real estate  attributable to the land whereon the
     Building (as such is to be expanded) is located:

          52% from February 1, 1999 to May 31, 1999 and

          68% from June 1, 1999 to  September  31,  1999 (the  "First  Expansion
          Adjustment"), and

          84% from  January  1,  2000 to May 31,  2000  (the  "Second  Expansion
          Adjustment"), and

          100% from June 1, 2000 to the Termination Date as such may be extended
          (the "Third Expansion  Adjustment")  (the First Expansion  Adjustment,
          the Second Expansion Adjustment and the Third Expansion Adjustment are
          collectively referred to herein as the "Adjustments").

     If the Lessee  occupies the First  Expansion  Area prior to June 1, 1999 or
the Second  Expansion Are prior to January 1, 2000 or the Third  Expansion  Area
prior to June 1, 2000, the above  Adjustments  in the Lessee's  prorate share of
the exterior common are maintenance  shall be adjusted as of the date the Lessee
commences occupancy of a specific Expansion Area rather than the dates set forth
above.  Notwithstanding  the  preceding,  the Lessee shall pay 100% of all other
Operating  Expenses  including 100% of all real estate taxes attributable to the
Building as such is to be expanded

     Additionally,  the  Lessee's  prorate  share of the  exterior  common  area
maintenance  shall be based upon the square footage of the Building (as such may
be expanded) to the square  footage of all  buildings on Lots "G" and "H" now or
thereafter  constructed  except  as  to  the  cost  of  maintaining,   including
landscaping, of the common entrance which shall be based upon the square footage
of the Building as such may be expanded to the square  footage of all  buildings
now of hereafter constructed on Lots "F", "G" and "H".

     3. Option to Expand. Section 1.6. of the Original Lease Agreement is hereby
deleted in its entirety.

<PAGE>

     4. Term.  Section  2.1. of the Original  Lease  Agreement is deleted in its
entirety and replaced with the following:

     The Original Term of this Lease shall commence on substantial completion of
the Original  Lease Are (the  "Commencement  Date") and end on May 31, 2010 (the
"Termination  Date").  The Original Lease Area as well as any one or more of the
Expansion  Areas shall be  considered  substantially  completed  when the are in
question is ready and  available  for Lessee's use improved in  accordance  with
Lessee's  Fit-Up Plans (as hereafter  defined) for such,  and a  certificate  of
occupancy  has been issued for such are.  Upon  Lessee's  submission  of written
punchlist  items to Lessor,  Lessor  shall use its best  efforts to correct  and
complete such  punchlist  items at Lessor's sole cost and expense as detailed in
Sections 2.4 and 2.5 of the Original Lease Agreement.

     5. Rent. Subsections 3.3 and 3.4 of the Original Lease Agreement are hereby
deleted and replaced with the following:

     The monthly Base Rent for the  Original  Term and the Option Terms shall be
as follows:

<TABLE>
<S>            <C>                            <C>                  <C>                  <C>

                                                                   Annual Base          Monthly Installment
                                                                    Base Rent               Of Base Rent
               Period                         Area                (per Sq. Ft.)

       2/1/1999 to 5/31/1999                 65,000                  $ 15.25                 $   82,604.17
       6/1/1999 to 12/31/1999                85,000                  $ 15.25                  $ 108,020.83
       1/1/2000 to 5/31/2000                105,000                  $ 15.25                  $ 133,437.50
       6/1/2000 to 5/31/2005                125,000                  $ 15.25                  $ 158,854.17
       6/1/2005 to 5/31/2010                125,000                  $ 16.50                  $ 171,875.00
       6/1/2010 to 5/31/2015                125,000                  $ 18.15                  $ 189,062.50
       6/1/2015 to 5/31/2020                125,000                  $ 20.00                  $ 208,333.33
</TABLE>


     The Adjustments in the Base Rent on June 1, 1999,  January 1, 2000 and June
1, 2000 are based upon the Lessee  commencing  occupancy of the First  Expansion
Are by June 1,  1999,  the  Second  Expansion  Are by  January 1, 2000 and Third
Expansion Are by June 1, 2000.

     Accordingly:

          (a) The First  Expansion Area Start Date and Completion Date should be
     no later than June 1, 1999,  unless  Lessee  fails to provide  Lessor  with
     Lessee's  Fit-Up  Plans for the First  Expansion  Area on or before May 15,
     1999. If the

<PAGE>

          First Expansion Area is not  substantially  completed by June 1, 1999,
          the First  Expansion  Are Start Date shall be extended  until the date
          the First Expansion Are is substantially completed unless Lessee fails
          to provide Lessor with Lessee's  Fit-Up Plans for the First  Expansion
          Are by January 15, 1999 in which event, the First Expansion Area Start
          shall be June 1, 1999 rather than the date the First Expansion Area is
          substantially completed.

          (b) The second  Expansion  Area Start Date is January 1, 2000 provided
     the Second Expansion Area is substantially completed by then, unless Lessee
     fails to provide Lessor with Lessee's Fit-Up Plans for the Second Expansion
     Are on or before the last day of September  1999.  If the Second  Expansion
     Area  is not  substantially  completed  by  January  1,  2000,  the  Second
     Expansion  Area  Start  Date  shall be  extended  until the date the Second
     Expansion Area is  substantially  completed  unless Lessee fails to provide
     Lessor with Lessee's Fit-Up Plans for the Second Expansion Area by the last
     day of September 1999 in which event,  the Second Expansion Area Start Date
     shall be  January 1, 2000  rather  than the date the  Second  Expansion  is
     substantially completed.

          (c) The Third  Expansion  Area Start Date is June 1, 2000 provided the
     Third  Expansion  Area is  substantially  completed by then,  unless Lessee
     fails to provide Lessor with Lessee's  Fit-Up Plans for the Third Expansion
     Area on or before the last day of  February  2000.  If the Third  Expansion
     Area is not  substantially  completed by June 1, 000,  the Third  Expansion
     Area Start Date shall be extended  until the date the Third  Expansion Area
     is  substantially  completed  unless  Lessee  fails to provide  Lessor with
     Lessee's  Fit-Up  Plans  for the  Third  Expansion  Area by the last day of
     February 2000 in which event,  the Third Expansion Area Start date shall be
     June 1, 2000 rather than the date the First Expansion Area is substantially
     completed.  (The First Expansion Area Start Date, the Second Expansion Area
     Start Date and the Third  Expansion Area Start Date are sometimes  referred
     to therein  collectively as the "Expansion Area Start Dates" and singularly
     as an "Expansion Area Start Date".)

          The term,  Lessee's  Fit-Up Plans,  refers to plans, to be prepared by
     Lessee,  at Lessee's  expense,  detailing  the  improvements  to be made by
     Lessor to the  designated  area of the Premises in such form and containing
     such detail as necessary to permit  Lessor,  upon payment of the  necessary
     fee,  to  obtain  the  permit  required  to allow  Lessor to  commence  and
     prosecute completion of construction of the improvements  depicted thereon.
     The First Expansion Are, the Second  Expansion Area and the Third Expansion
     Area shall be considered  substantially completed as set forth in Section 4
     hereof.

     6. Fit-Up of  Expansion  Areas.All  expansions  of the  Building  include a
$25.00 per square foot Lessee  Improvement  Allowance,  which Lessee Improvement
Allowance shall be used  exclusively for the  construction of interior  finishes
including, but not limited to wiring, phone equipment, security systems, etc. in
the Expansion  Areas. No additional lobby area will be included in the Expansion
Areas.  One elevator and  additional  bathroom  fixtures will be included in the
Base Building Expansion.



<PAGE>



     7.  Occupancy of the Expansion  Area.  Lessee may occupy any one of more of
the Expansion Areas prior to the applicable  Expansion Area Start Date. In order
to do so, Lessee must give the Lessor written notice of Lessee's intention to so
occupy a given  Expansion  Area at least 90 days before the date on which Lessee
proposes  to  commence  occupancy  with the  Lessee's  Fit-Up  Plans.  If Lessee
occupies  any  one or more  of the  Expansions  Areas  prior  to the  applicable
Expansion Area Start Date, then Lessee shall pay Lessee's proportionate share of
the Operating Expenses applicable to such Expansion Area as set forth in Section
2 hereof and the Base Rent for such  Expansion  Area shall  commence on the date
set forth in Section 5 hereof.

     8. Original Lease Agreement. This First Amendment constitutes a part of the
Original Lease  Agreement.  The Original Lease  Agreement,  except to the extent
expressly  modified  herein,  remains in full force and effect.  The capitalized
terms used herein,  unless expressly defined  otherwise  herein,  shall have the
definitions  ascribed to them in the Original Lease Agreement.  To the extent of
any  conflict  between the terms  contained  herein and those  contained  in the
Original Lease  Agreement,  the terms contained  shall control and prevail.  The
term "Lease" refers to the Original Lease Agreement,  the Exhibits thereto,  and
this First Amendment.

     IN WITNESS  WHEREOF,  the parties  hereto,  intending  to be legally  bound
hereby, have executed this document the date and year First Expansion Area above
written.

                                                      LESSOR:

     WITNESS/ATTEST:                                  Dunwoody Associates


     ______________________________                   By:/s/  Jack R. Lowe
                                                         -----------------------
                                                         Jack R. Lowe, President


                                                       LESSEE:

                                                       Golden American Life
                                                       Insurance Company


                                                      By:/s/
                                                         -----------------------

<PAGE>

                                                                 EXHIBIT 10.A(q)


                       SECOND AMENDMENT TO LEASE AGREEMENT

     This Second Amendment to Lease Agreement ("Second Amendment") made this 1st
day of June, 2000, by and between DUNWOODY  ASSOCIATES,  a Pennsylvania  Limited
Partnership ("Lessor") and GOLDEN AMERICAN LIFE INSURANCE COMPANY ("Lessee").

                                   BACKGROUND

     Lessor and Lessee executed a document entitled Lease Agreement, date 4/6/98
and incorporated  herein by reference (the "Original Lease Agreement"),  and the
First Amendment to the Lease Agreement date November 4, 1998.

     Lessor and Lessee wish to amend the terms of the Original  Lease  Agreement
as set forth herein.

     NOW; THEREFORE,  the parties hereto,  intending to be legally bound hereby,
agree as follows:

          1. Rent - Subsection  3.6. of the Original  Lease  Agreement is hereby
     amended  to allow the  Tenant to pay the  following  expenses  directly  to
     vendors/contractors  in  lieu  of  reimbursing  the  Landlord  as  part  of
     Operating  Expense  Adjustment;
          a. Water and Sewer Usage
          b. Tenant  Trash Removal
          c. HVAC Maintenance Expense
          d. Tenant Janitorial

     The monthly  estimated  Operating  Expense  Allowance  shall be adjusted to
reflect the above changes.

     All other  terms and  conditions  remain  unchanged  and in full  force and
effect.

     IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Agreement as
of the date first written above.

     ATTEST:                          Lessor: Dunwoody Associates by
                                              JRL Properties, Inc.
                                              its General Partner

     _________________                By:     /s/ Jack R. Lowe
                                              ----------------------------------
                                              Jack R. Lowe, President

     WITNESS:                         Lessee: Golden American Life Ins. Co.


     _________________                By:     /s/  Myles Tashman
                                              ----------------------------------
                                              Myles Tashman, Executive Vice
                                              President, and General Counsel


<PAGE>


                                                          Exhibit 14



                 ING Code of Ethics for Financial Professionals

     This ING Code of Ethics for Financial Professionals has been adopted by the
boards of the U.S.  domiciled  insurance  companies which are members of the ING
family of companies  ("ING  Companies")  and applies to the principal  executive
officer,  chief financial officer and all other finance,  accounting,  treasury,
tax and investor relations professionals ("ING Financial Professionals") serving
one or more of the ING Companies, their subsidiaries or affiliates. This Code of
Ethics is intended to  supplement  the ING  Americas  General  Code of Conduct -
together these set the standards of personal and professional  integrity that we
expect ING Financial Professionals to demonstrate in all their activities.

     Financial  professionals  hold an important  and elevated role in corporate
governance  in that they are vested with the  responsibility  and  authority  to
protect,  balance  and  preserve  the  interests  of all  company  stakeholders,
including shareholders, customers and employees. ING Financial Professionals are
expected  to  adhere to this Code of Ethics  with  respect  to their  individual
conduct and advocate its tenets among their peers and colleagues.

     As an ING Financial Professional, you agree to:

          Engage in,  promote and reward honest and ethical  conduct,  including
          avoidance of actual or apparent conflicts of interest in your personal
          and professional relationships;

          Disclose to the USFS Chief Compliance Officer any material transaction
          or relationship that could reasonably be expected to give rise to such
          a conflict;

          Take  all  reasonable  measures  to  protect  the  confidentiality  of
          non-public  information  obtained  or created in  connection  with ING
          business activities, unless disclosure of such information is required
          by law or regulation, or legal or regulatory process;

          Use non-public  information obtained or created in connection with ING
          business activities only for the benefit of the ING companies, not for
          personal advantage;

          Act as a  responsible  steward  with respect to the use and control of
          ING assets and resources;

          Produce full,  fair,  complete,  accurate,  timely and  understandable
          disclosure in reports and documents  that the ING Companies  file with
          or submit to the Securities and Exchange Commission,  other regulators
          and in other public communications made by them;

          Take all  reasonable  measures to ensure that business and  investment
          transactions  are properly  authorized  and  completely and accurately
          recorded in accordance with  applicable GAAP and statutory  accounting
          principles and established company financial policy;

          Comply with all applicable  governmental  laws, rules and regulations,
          as well as the rules and  regulations  of  appropriate  regulatory and
          self-regulatory agencies;



<PAGE>

          Not attempt to unduly or fraudulently influence,  coerce,  manipulate,
          or mislead any authorized  audit or interfere with any auditor engaged
          in the  performance  of an  internal or  independent  audit of the ING
          Companies' financial statements or accounting books and records.

     If you become  aware of any  suspected  or known  violation of this Code of
Ethics  or the ING Code of  Conduct,  you have a duty to  report  such  concerns
promptly  to the USFS Chief  Compliance  Officer.  You may also submit a concern
confidentially and anonymously by accessing the ING Ethics Hotline/Voice Line at
800-555-1853 (detailed access instructions posted on ING Exchange). Your inquiry
will be handled discretely and every effort will be made to maintain, within the
limits  allowed by law, the  confidentiality  of anyone  requesting  guidance or
reporting suspect behavior or a compliance concern.

     As an ING  Financial  Professional,  you  understand  that you will be held
accountable  for your adherence to this Code of Ethics.  Your failure to observe
its  terms  may  result  in  disciplinary  action,   including   termination  of
employment.  Violations of this Code of Ethics may also constitute violations of
law and may result in civil and criminal penalties for you, your manager and the
ING  companies.  As evidence that you have read and agreed to abide by this Code
of  Ethics,  you must  sign  and  return  the  Declaration  acknowledgment  form
(delivered along with this Code of Ethics) as instructed on the form.

     A request for a waiver of any  provision  of this Code of Ethics must be in
writing and addressed to the USFS Chief  Compliance  Officer.  No waiver of this
Code of Ethics  shall be granted  without the approval of the board of directors
for the relevant ING Company and any waiver shall be disclosed  promptly on Form
8-K or any other means approved by the Securities and Exchange Commission.

     The ING Companies intend that this Code of Ethics serve as its written code
of ethics under Section 406 of the  Sarbanes-Oxley  Act of 2002,  complying with
the standards set forth in the  Securities  and Exchange  Commission  Regulation
S-K.


                 ING Code of Ethics for Financial Professionals
                              Employee Declaration

     I, (print name)  _____________________,  have read,  reviewed carefully and
understand the ING Code of Ethics for Financial Professionals. I understand that
observing this Code of Ethics and the ING General Code of Conduct is an integral
part of my job responsibilities.

     I understand  that any  deviation  from or violation of this Code of Ethics
could cause  embarrassment  and/or  financial  harm to ING's  interests.  I also
understand  that  violation  of this  Code of  Ethics  can lead to  disciplinary
action, up to and including termination of my employment,  and civil or criminal
charges. I further understand that it is my responsibility to prevent and report
any violations.

     I also  acknowledge  that ING may modify or amend this Code of Ethics  from
time to time and that, upon receiving written notice of such changes,  adherence
to them will constitute part of my ongoing job responsibilities.


<PAGE>



                                 Code of Ethics


     I understand  that this Code of Ethics does not  constitute  an  employment
contract  or any  guarantee  of  continued  employment  and that the  employment
relationship is at will.


Position

Department

Company

Signature

Date

     Please  sign and return this form to the USFS Chief  Compliance  Officer at
ING, 151 Farmington Avenue, TS31, Hartford, CT 06156