ADMINISTRATIVE SERVICES AGREEMENT
                                     between
                        Southland Life Insurance Company
                                       and
                     Golden American Life Insurance Company



This Administrative Services Agreement (the "Agreement") is made as of the 2 day
of May 2000, by and between Southland Life Insurance  Company ("SLIC"),  of 5780
Powers Ferry Road,  N.W.,  Atlanta,  Georgia  30327,  and Golden  American  Life
Insurance Company ("GALIC"), of 1475 Dunwoody Drive, West Chester,  Pennsylvania
19380.

WHEREAS,  SLIC is a licensed  insurance  company and issuer of variable  annuity
contracts ("Contracts"), and

WHEREAS,  GALIC,  or any of its  affiliates as  designated  by GALIC  (hereafter
referred to  collectively  as "GALIC")  shall provide data  processing and other
administrative  services to SLIC  pursuant to the terms and  conditions  of this
Agreement  and such other terms and  conditions as the parties may agree upon in
written amendments to this Agreement,

NOW, THEREFORE,  in consideration of the mutual covenants herein contained,  the
parties agree as follows:

SECTION 1      TERMS OF APPOINTMENT

               1.1  Subject to the conditions set forth in this Agreement,  SLIC
                    hereby appoints GALIC as its Administrative Services Agent.

               1.2  GALIC  agrees to provide at its own  expense  the  necessary
                    facilities, equipment, software and personnel to perform its
                    duties and obligations hereunder in accordance with accepted
                    industry practice, and in full compliance with the rules and
                    regulations of state  insurance  departments,  and all other
                    regulatory  bodies with  jurisdiction over SLIC, ING America
                    Equities, Inc. ("INGAE") or GALIC.

               1.3  GALIC agrees that it shall perform,  according to procedures
                    and policies approved by SLIC, those Administrative Services
                    as set forth in Exhibit B attached  hereto and  incorporated
                    herein  by  reference,   which  may  be  amended  by  mutual
                    agreement  from  time to time.  GALIC  shall  have  only the
                    authority  necessary or incident to the performance of those
                    Administrative   Services   expressly   set  forth  in  this


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<PAGE>


                    Agreement or in Exhibit B and shall have no other express or
                    implied  authority  or right to act on  behalf of SLIC or to
                    bind SLIC  Confidential  and  Proprietary  Information  with
                    regard  to any  statement,  representation  or  undertaking.
                    GALIC  shall  perform  those  Administrative  Services  in a
                    manner that is reasonable and  consistent  with then current
                    prevailing  standards of the insurance and annuity  industry
                    and the Contracts;  provided, however, that GALIC shall have
                    the  discretion to make such changes to the  procedures  and
                    policies  as  GALIC  deems  appropriate,  so  long  as  such
                    Administrative  Services continue to be provided in a manner
                    that  is  reasonable  and   consistent   with  then  current
                    prevailing  standards of the insurance and annuity  industry
                    and the  Contracts.  GALIC shall have no authority to alter,
                    amend or waive any material contractual  provision on behalf
                    of SLIC without SLIC's express written authorization.  GALIC
                    shall be limited to act only in the  capacities  in which it
                    is licensed.


SECTION 2      TERM

               2.1  Unless  terminated as hereinafter  provided,  this Agreement
                    shall  remain in full  force and effect for a period of five
                    (5) years, the initial term of the Agreement. This Agreement
                    shall be renewed  automatically  for  additional  successive
                    terms of eighteen (18) months at the end of the initial term
                    and  at  the  end  of  each  renewal  term,  subject  to the
                    provisions of Section 9.2 below, unless terminated.


SECTION 3      FEES AND EXPENSES

               3.1  SLIC shall pay to GALIC such fees,  charges and  expenses as
                    are set forth in Exhibit A attached hereto and  incorporated
                    herein by reference.

               3.2  GALIC may impose a late payment  charge of 1.5% per month on
                    undisputed balances of fees, charges or expenses outstanding
                    for more than 45 days.


SECTION 4      REPRESENTATIONS AND WARRANTIES OF GALIC

               GALIC  represents  and warrants to SLIC that it or its designated
               affiliate:

               4.1  Is a corporation  duly  organized and in good standing under
                    the laws of the state of its incorporation.

               4.2  Is  empowered  under all  applicable  laws to enter into and
                    perform the services contemplated by this Agreement.

               4.3  Has taken all requisite  corporate  proceedings to authorize
                    it to enter into and perform the  services  contemplated  by
                    this Agreement.

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<PAGE>


               4.4  Has and will  continue to have and  maintain  the  necessary
                    facilities,  equipment  and  personnel to perform its duties
                    and obligations under this Agreement.

               4.5  Has and will  maintain a minimum  capital  and surplus of at
                    least $50,000 during the term of this Agreement.  GALIC will
                    provide  to SLIC  upon  request,  a copy of its most  recent
                    audited financial statement.

               4.6  Has in  place a plan  and  will be  Year-2000  compliant  in
                    systems and operations prior to December 31, 1999.


SECTION 5      REPRESENTATIONS AND WARRANTIES OF SLIC

               SLIC represents and warrants to GALIC:

               5.1  It is a  corporation  duly  organized  and in good  standing
                    under the laws of the State of Texas.

               5.2  It is empowered  under the applicable laws to enter into and
                    perform this Agreement.

               5.3  It  has  taken  all  requisite   corporate   proceedings  to
                    authorize it to enter into and perform this Agreement.

               5.4  No  policy  or other  form  will be  provided  by SLIC to be
                    administered  by  GALIC  unless  it has been  duly  filed as
                    necessary  and approved by all  applicable  state  insurance
                    departments and other  regulatory  bodies with  jurisdiction
                    over SLIC,  and is in compliance  with all federal and state
                    laws regulations.


SECTION 6      COVENANTS OF GALIC

               6.1  GALIC  shall  maintain  facilities  and  procedures  for the
                    safekeeping   of  check   forms  and   facsimile   signature
                    imprinting  devices,  and  all  other  documents,   reports,
                    records,  books, files, and other materials relative to this
                    Agreement.

               6.2  It is expressly  understood  and agreed that all  documents,
                    reports,  records, books, files and other materials relative
                    to this  Agreement  shall be the sole  property  of SLIC and
                    INGAE and that  such  property  shall be held by  GALIC,  as
                    agent, during the effective terms of this Agreement.

               6.3  GALIC shall maintain  back-up  computer files, as necessary.
                    The  purpose  of  back-up  and  recovery  is to permit  file
                    recovery in the event of  destruction  of normal  processing
                    files and the  continuation  of business in full  compliance
                    with regulatory requirements. SLIC may review the procedures
                    in effect and inspect the storage  facility  upon demand.  A
                    copy of GALIC's  current  procedures  is attached  hereto as
                    Exhibit D and incorporated herein by reference.


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<PAGE>


               6.4  All charges or premiums  received by GALIC on behalf of SLIC
                    from SLIC's  lockbox  account shall be promptly  remitted to
                    the  person  entitled  to it  or  deposited  in a  fiduciary
                    account.  Any  payments  received by GALIC for  insurance on
                    behalf of SLIC shall be deemed  received  by SLIC,  shall be
                    held  in  a  separate   SLIC  trust  account  and  shall  be
                    administered as set forth in Exhibit B.

               6.5  No  advertising  or sales  literature  shall be  utilized by
                    GALIC in connection  with the  Contracts  unless it has been
                    approved in writing by SLIC prior to such use.

               6.6  Except as  specifically  provided  to the  contrary  in this
                    Agreement,  GALIC shall be  responsible  for  providing  all
                    technical  and  operational   support,   office  space,  all
                    equipment and paying all costs and expenses  associated with
                    its provision of administrative  services to SLIC hereunder,
                    including, but not limited to, all rents, salaries and other
                    overhead expenditures.

               6.7  If GALIC receives any notice from any source (including, but
                    not limited to, the contract owner or any regulatory agency)
                    of a lawsuit or other legal or  administrative  complaint or
                    proceeding  being  brought  against  SLIC or  involving  the
                    business  administered  for SLIC by GALIC,  or the threat of
                    any  such  lawsuit,  hearing  or  proceeding,   GALIC  shall
                    immediately  notify  SLIC and send a copy of all  documents,
                    correspondence  and other  relevant  material to which GALIC
                    reasonably  has  access to SLIC.  Further,  GALIC  agrees to
                    cooperate  fully  with  SLIC in  connection  with any  suit,
                    hearing or proceeding and shall provide SLIC with all books,
                    records,  documents and data requested by SLIC in connection
                    therewith;  provided,  however,  GALIC  shall be entitled to
                    review such  requests  with its counsel  prior to furnishing
                    SLIC with such materials so long as such review is done in a
                    timely manner.

               6.8  GALIIC will conduct its business and perform its obligations
                    in accordance  with all  applicable  federal and state laws,
                    rules and  regulations  and in a manner  which  will not put
                    SLIC's or its affiliates'  registrations and licenses in any
                    jeopardy of revocation or suspension or cause SLIC or any of
                    its  affiliates  to sustain any  disciplinary  action of any
                    nature.

               6.9  GALlC acknowledges,  covenants and agrees that all books and
                    records maintained by GALIC in connection with the Contracts
                    shall be maintained  and  preserved in  conformity  with the
                    requirements  of Rules  17a-3  and  17a-4 of the  Securities


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<PAGE>


                    Exchange  Act of 1934 (the "1934  Act"),  to the extent that
                    such requirements are applicable to the Contracts;  that all
                    such books and records are  maintained  and held by GALIC on
                    behalf of SLIC and INGAE,  whose property they are and shall
                    remain.  GALIC further acknowledges and agrees that all such
                    books  and  records  are  subject  to   inspection   by  the
                    Securities  and Exchange  Commission  ("SEC") in  accordance
                    with Section 17(a) of the 1934 Act, and undertakes to permit
                    examination  of such books and  records at any time and from
                    time to time during  business  hours by  representatives  or
                    designees of the SEC or National  Association  of Securities
                    Dealers,  Inc.  ("NASD"),  and  to  provide  true,  correct,
                    complete  and  current  copies  of any or all or any part of
                    such books and records.

               6.10 GALIC acknowledges, covenants and agrees that it shall issue
                    payments,    including   commission   payments   to   retail
                    broker-dealers,  on behalf of and on the account(s) of SLIC,
                    as a purely ministerial  service for and on behalf of INGAE,
                    and that the  records in respect of such  payments  shall be
                    properly  reflected  by  GALIC  on  the  books  and  records
                    maintained by it for SLIC and INGAE.

               6.11 GALIC acknowledges, covenants and agrees that it will send a
                    confirmation for each transaction which constitutes the sale
                    of  a  security  to  the  contract   owned  as  required  by
                    applicable law,  regulation or rule in such form as required
                    by applicable law, regulation or rule.

               6.12 GALIC  shall   provide  SLIC  with   reasonable   access  as
                    reasonably requested, during ordinary business hours, to all
                    documents,   records,   reports,   books,  files  and  other
                    materials relative to this Agreement which are maintained by
                    GALIC.

               6.13 GALIC shall  furnish to SLIC any  information  or reports in
                    connection  with its  services  to  SLIC,  which  the  Texas
                    Department  of  Insurance  may request in order to ascertain
                    whether  the  operations  of SLIC are being  conducted  in a
                    manner consistent with applicable Texas law, regulations and
                    rules.


SECTION 7      COVENANTS OF SLIC

               7.1  SLIC shall, on a reasonably prompt basis, provide GALIC with
                    current forms of contracts,  prospectuses and  applications,
                    names  and  states  of  licenses  of  all  insurance  and/or
                    broker-dealer agents and representatives  authorized to sell
                    the Contracts.

               7.2  All contracts  subject to the services  performed under this
                    Agreement are underwritten by SLIC.


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<PAGE>


               7.3  SLIC shall immediately  provide GALIC with written notice of
                    any change of authority of persons authorized and enumerated
                    in Exhibit C,  attached  hereto and  incorporated  herein by
                    reference,  to provide GALIC with instructions or directions
                    relating  to services  to be  performed  by GALIC under this
                    Agreement.


SECTION 8      INDEMNIFICATION

               8.1  GALIC shall not be responsible  for and SLIC shall indemnify
                    and hold GALIC harmless from and against, any and all costs,
                    expenses,  losses, damages,  charges,  reasonable attorney's
                    fees, payments and liability,  which may be asserted against
                    GALIC or for which it may be held to be liable,  arising out
                    of or attributable to:

                    a.   SLIC's  failure  to  comply  with  the  terms  of  this
                         Agreement,  or to  act  in a  reasonable  or  customary
                         manner  in  connection  with this  Agreement,  or which
                         arise out of SLIC's  negligence  or  misconduct  or the
                         breach  of  any  representation  or  warranty  of  SLIC
                         hereunder;

                    b.   Reliance  on or use by  GALIC of such  information  and
                         materials  provided by or at the  direction of SLIC and
                         instructions  or  directions  given  by the  authorized
                         individuals  described  in  Exhibit C for  purposes  of
                         providing services under this Agreement;

                    c.   Any  failure by SLIC to comply with  federal,  state or
                         local laws or regulations  with respect to the offering
                         and/or sale of any insurance products or securities; or

                    d.   Any matters  associated  with SLIC or its  Contracts or
                         the sale of such  Contracts  which are unrelated to the
                         services provided by GALIC.

               8.2  GALIC shall be responsible  for and shall indemnify and hold
                    SLIC harmless from and against any and all losses,  damages,
                    costs,   charges,   reasonable  attorney's  fees,  payments,
                    expenses and liability  which may be asserted  against SLIC,
                    or for  which  it  may  be  held  liable  arising  out of or
                    attributable  to GALIC's  failure to comply  with or perform
                    any duties or obligations under the terms of this Agreement,
                    GALIC's failure to act in a reasonable  manner in connection
                    with this  Agreement,  any  failure by GALIC to comply  with
                    federal,  state or local  regulations  with  respect  to the
                    books and records maintained by GALIC, or which arise out of
                    GALIC's  negligence  or misconduct or which arise out of the
                    breach of any representation or warranty of GALIC hereunder.


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<PAGE>


               8.3  At any time GALIC may apply to a person  indicated on SLIC's
                    "Schedule of Authorized Personnel" set forth in Exhibit C as
                    a person authorized to give instructions  under this Section
                    8 with respect to any matter arising in connection with this
                    Agreement. GALIC shall not be liable for any action taken or
                    omitted  by GALIC in good faith and in the  exercise  of due
                    care and diligence in reliance upon such instructions.

               8.4  In the event malfunction of any GALIC system causes an error
                    or mistake  in any  record,  report,  data,  information  or
                    output under the terms of this Agreement, GALIC shall at its
                    expense correct and reprocess such records.

               8.5  If either party  believes it is entitled to  indemnification
                    hereunder,  it shall,  within five  business (5) days of the
                    commencement  of any  action or threat of any  action,  give
                    written  notice to the other party of any claim for which it
                    believes  it  is  entitled  to  indemnification;   provided,
                    however, that the failure to provide timely notice shall not
                    relieve the indemnifying party of any liability which it may
                    have to the  other  party  as long  as  such  notice  is not
                    unreasonably withheld.

               8.6  Subject to the  provisions  of this Section 8.6, the parties
                    shall  cooperate with each other  concerning any defense and
                    give each other all information and assistance  which either
                    may  reasonably  request in defending any matter  hereunder.
                    Each  party  shall  exchange   information  subject  to  the
                    protection  of the  attorney-client,  work product and other
                    applicable  privileges.  Any information  derived  therefrom
                    shall  be used  solely  for  purposes  of  developing  joint
                    positions  and   strategies   concerning   issues  that  may
                    ultimately be resolved through arbitration or litigation. No
                    party shall disclose any information obtained from the other
                    party to any third party in any negotiations, discussions or
                    exchange of information,  without the written consent of the
                    other  party.  In  addition,  no party  shall  disclose  any
                    information  in  any  threatened  or  pending   legislative,
                    administrative  or  judicial  proceeding,  whether  civil or
                    criminal,  unless  ordered to do so by a court of  competent
                    jurisdiction.  Furthermore,  any materials  shared by either
                    party shall be returned  upon request and no copies shall be
                    retained.  The parties hereto agree that the exchange of any
                    information  and materials will be protected from disclosure
                    by the  attorney-client,  work  product or other  applicable
                    privileges  and is not  intended  to  waive  any  applicable
                    privilege  or  protection.  Neither  party  shall  have  the
                    authority to waive any  applicable  privilege or doctrine on
                    behalf  of the  other  party;  nor  shall  any  waiver of an
                    applicable  privilege  or  doctrine by the conduct of either
                    party be construed to apply to the other party.

               8.7  The provisions of this Section 8 shall not be deemed to be a
                    limitation  upon a  party's  right to  injunction,  specific
                    performance or any other legal or equitable  remedy to which


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<PAGE>


                    either party may be entitled by virtue of this  Agreement or
                    to  prevent  any  breach  or   threatened   breach  of  this
                    Agreement.

               8.8  In no event and under no  circumstances,  shall either party
                    to this  Agreement  be liable to the other  party  under any
                    provision  of  this   Agreement  for  lost  profits  or  for
                    exemplary, special, punitive or consequential damages.

               8.9  The  provisions of this Section 8 shall survive  termination
                    of this Agreement.


SECTION 9      TERMINATION OF AGREEMENT

               9.1  Either party may terminate  this Agreement at the end of the
                    initial  term or any renewal  term by providing at least 180
                    days prior written notice to the other party.

               9.2  This Agreement may be terminated at any time upon the mutual
                    written consent of the parties hereto.

               9.3  This Agreement may be terminated  upon written notice of one
                    party to the  other  hereto in the  event of  bankruptcy  or
                    insolvency of such party to which notice is given.

               9.4  This  Agreement  shall  automatically  be  terminated in the
                    event of its  assignment,  unless such assignment is made to
                    an  affiliate  of  the   assigning   party  subject  to  the
                    provisions of Section 10.1 below.

               9.5  At least  180 days  prior to the end of the  initial  or any
                    renewal term hereof, GALIC shall give SLIC written notice if
                    GALIC  desires to increase its fees or charges to SLIC or to
                    change the manner of payment. If GALIC and SLIC do not agree
                    to fees and charges  before the end of the term during which
                    such  notice  is  given  by  GALIC,   this  Agreement  shall
                    terminate at the end of such term.

               9.6  This Agreement shall terminate at SLIC's option because of:

                    a.   fraud,   misrepresentation,   conversion   or  unlawful
                         withholding of funds by GALIC; or

                    b.   the  dissolution  or  disqualification  of  GALIC to do
                         business under any applicable  federal,  state or local
                         laws or regulations; or


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<PAGE>


                    c.   the suspension or revocation of any material license or
                         permit  held by GALIC by the  appropriate  governmental
                         agency or authority; or

                    d.   the sale  (without the prior  written  consent of SLIC,
                         which  consent shall not be  unreasonably  withheld) of
                         GALIC's  business to an unaffiliated  person or entity,
                         whether   by   merger,   consolidation,   or   sale  of
                         substantially   all  of  GALIC's  assets  or  stock  or
                         otherwise,  during the term of, and any  extension  to,
                         this Agreement.

               9.7  This Agreement  shall terminate at GALIC's option because of
                    fraud,  misrepresentation,  conversion,  or  withholding  of
                    funds belonging to GALIC by SLIC.

               9.8  If either of the parties  hereto shall breach this Agreement
                    or be in default in the performance of any of its duties and
                    obligations  hereunder ("the defaulting  party"),  the other
                    party  hereto  may  give  written   notice  thereof  to  the
                    defaulting  party and if such  default  or breach  shall not
                    have  been  remedied  within  ninety  (90) days  after  such
                    written notice is given,  then the party giving such written
                    notice may  terminate  this  Agreement by giving ninety (90)
                    days written  notice of such  termination  to the defaulting
                    party.

               9.9  Termination  of this  Agreement by default or breach by SLIC
                    shall not  constitute  a waiver of any  rights of GALIC,  in
                    reference to services  performed prior to such  termination,
                    to be  reimbursed  for  out-of-pocket  expenditures  and  to
                    collect fees;  termination  of this  Agreement by default or
                    breath by GALIC shall not constitute a waiver by SLIC of any
                    other rights it might have under this Agreement.

               9.10 During  the  period  between  the  date  of  any  notice  of
                    intention to terminate  given pursuant to this Section 9 and
                    the date of actual termination of the Agreement,  each party
                    shall continue to perform its duties and  obligations  under
                    this Agreement.

               9.11 During any transition period, GALIC agrees to cooperate with
                    SLIC to effectuate an orderly transfer of all policy records
                    and  materials  to  SLIC  or  its  designee.   For  services
                    performed  during  the  transition  period,  GALIC  shall be
                    compensated  for its services  pursuant to Exhibit A of this
                    Agreement.

               9.12 The parties  hereto agree that  following a  termination  of
                    this Agreement, for a period reasonable to effect an orderly
                    transition,  they will  continue  to perform  each and every
                    duty and obligation hereunder.


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<PAGE>


SECTION 10     ASSIGNMENT

               10.1 Neither  this   Agreement  nor  any  rights  or  obligations
                    hereunder  may be assigned by either party without the prior
                    written consent of the other.

               10.2 This Agreement  shall inure to the benefit of and be binding
                    upon  the  parties,   hereto,  INGAE  and  their  respective
                    successors  and assigns,  provided  that any  assignment  is
                    performed in accordance with Section 10.1 above.


SECTION 11     CONFIDENTIALITY

               11.1 The parties  hereto agree that all tapes,  books,  reference
                    manuals,   instructions,   records,   information  and  data
                    pertaining  to the  business  of the  other  party,  GALIC's
                    systems,   and  the  contract   owners   serviced  by  GALIC
                    hereunder,  which are exchanged or received  pursuant to the
                    negotiation  of and/or the carrying  out of this  Agreement,
                    shall  remain  confidential  and  shall  not be  voluntarily
                    disclosed  to  any  other  person,   except  to  the  extent
                    disclosure  thereof may be required by law.  All such tapes,
                    books, reference manuals, instructions, records, information
                    and data in the  possession  of each of the  parties  hereto
                    shall be  returned  to the party  from whom it was  obtained
                    upon the termination or expiration of this Agreement.

               11.2 GALIC  shall  maintain  the  confidentiality  of  all  trade
                    secrets and other  confidential  information  obtained  from
                    SLIC or its affiliates, (collectively "SLIC" for purposes of
                    this Section 11). GALIC shall use all reasonable precautions
                    and take all  necessary  steps to  prevent  any  information
                    obtained  by  GALIC  provided  to it  hereunder  from  being
                    acquired by any  unauthorized  persons.  GALIC  acknowledges
                    that such  information  has been  disclosed  by SLIC only to
                    enable  GALIC to provide  the  services  hereunder  and that
                    disclosure  thereof  would  be  damaging  to  SLIC  if  such
                    information were obtained by any competitor of SLIC.

               11.3 SLIC shall maintain the confidentiality of all trade secrets
                    and other confidential information obtained from GALIC. SLIC
                    shall use all reasonable  precautions and take all necessary
                    steps to prevent any  information  obtained by SLIC provided
                    to it  hereunder  from  being  acquired  by an  unauthorized
                    persons.  SLIC  acknowledges  that such information has been
                    disclosed  by GALIC  only to  enable  GALIC to  provide  the
                    services  hereunder  and that  disclosure  thereof  would be
                    damaging to GALIC if such  information  were obtained by any
                    competitor of GALIC.


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<PAGE>


SECTION 12     INSURANCE

               12.1 ERRORS AND OMISSIONS  INSURANCE.  GALIC,  as a member of the
                    ING  Group,   is  currently  self  insured  for  errors  and
                    omissions  coverage.  Such coverage is for amounts up to and
                    in excess of One Million Dollars ($1,000,000.00) per claim.

               12.2 SURVIVAL. If this Agreement terminates for any reason, GALIC
                    shall  use  its  best  efforts  to  maintain  the  insurance
                    coverage  required by this Section 12 in force for three (3)
                    years following termination.  GALIC shall give SLIC at least
                    thirty  (30) days  prior  written  notice  of any  change or
                    cancellation of such insurance.


SECTION 13     ARBITRATION

               13.1 Any dispute which arises between the parties with respect to
                    any of the terms of this  Agreement,  whether  such  dispute
                    arises   during   the  term  of  the   Agreement   or  after
                    termination,  shall be resolved through binding arbitration.
                    Arbitration  shall  be  conducted  in  accordance  with  the
                    commercial  rules of the  American  Arbitration  Association
                    ("AAA").  Each party agrees to waive its right, if any, to a
                    jury  trial.  Each  party  shall  bear  its own  cost in the
                    arbitration  proceedings.  The  judgment  of the  AAA may be
                    entered  in  and   enforced   by  any  court  of   competent
                    jurisdiction.  The  judgment  of the AAA  shall be final and
                    binding  and  there  shall  be  no  appeal  therefrom.  This
                    arbitration  provision  shall  survive  the  termination  or
                    cancellation of this Agreement.


SECTION 14     MISCELLANEOUS

               14.1 SLIC and its duly authorized  independent  auditors have the
                    right  under this  Agreement  to perform  on-site  audits of
                    records and accounts  directly  pertaining  to the Contracts
                    serviced by GALIC at GALIC's  facilities in accordance  with
                    reasonable  procedures and at mutually  agreeable  dates and
                    time,  but at least once  annually.  At the request of SLIC,
                    GALIC  shall  make  available  to  SLIC's  auditors  and any
                    representatives   of  regulatory   agencies  all  reasonably
                    requested records and data.

               14.2 This Agreement  constitutes the entire agreement between the
                    parties  hereto  and may not be  modified  except by written
                    instrument  executed by both parties hereto.  If any section
                    herein  contained  shall  be found  to be  unenforceable  as
                    contrary to the current law,  that section  shall be severed
                    and the remaining  sections of this Agreement shall continue
                    to be enforceable.


                                       11
<PAGE>


               14.3 Neither  party  shall be liable for  damages due to delay or
                    failure  to  perform  any  duty  or  obligation  under  this
                    Agreement  if such  delay or  failure  results  directly  or
                    indirectly from circumstances beyond the control and without
                    the fault or negligence of such party.

               14.4 It is  understood  and agreed  that all  services  performed
                    hereunder by GALIC shall be as an independent contractor and
                    not as an employee of SLIC.

               14.5 This Agreement shall be governed by the laws of the State of
                    Texas.

               14.6 Notices  under  this  Agreement  to either  party must be in
                    writing  and will be deemed to have been duly given when (a)
                    delivered by hand (with  written  confirmation  of receipt),
                    (b)  sent  by  facsimile   (with  written   confirmation  of
                    receipt), provided that a copy is mailed by registered mail,
                    return  receipt  requested,  or  (c)  when  received  by the
                    addressee,  if sent  by a  nationally  recognized  overnight
                    delivery  service (receipt  requested),  in each case to the
                    location identified in the preamble to this Agreement, Attn:
                    Office of the General  Counsel,  or to such other address as
                    supplied in writing by either party.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in  duplicate,  in their  names and on their  behalf by and  through  their duly
authorized officers as of the day and year first above written.


SOUTHLAND LIFE INSURANCE COMPANY


By:           /s/ Jerome J. Cwiok
              --------------------------------------------------

Name:         Jerome J. Cwiok
              --------------------------------------------------

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



GOLDEN AMERICAN LIFE INSURANCE COMPANY


By:           /s/ Myles Tashman
              --------------------------------------------------

Name:         Myles Tashman
              --------------------------------------------------

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


                                       12
<PAGE>



Exhibit A
                                    EXHIBIT A

                                  FEE SCHEDULE

Contracts:
----------

Individual  variable  annuity  products  of  Southland  Life  Insurance  Company
("SLIC").

Fees:
-----

1.   Policy Contract  Processing/Servicing and Storage for all Contracts: $12.50
     per policy, per month.

2.   Out-of-Pocket Expenses:

     In  addition  to the fees set forth  above,  GALIC will bill  out-of-pocket
     expenses as they are incurred.  Out-of-pocket expenses are expenditures for
     the items such as those  listed  below and any other items agreed to by the
     parties:

     1.   The cost of long distance  telephone calls  including  toll-free "800"
          lines and facsimile  (fax)  transmissions  to or from SLIC,  and to or
          from  contract  owners.  Costs  of any  lines  installed  for  network
          communications  between  GALIC and SLIC,  including  CRT's and related
          minicomputer equipment. Costs of telecommunication lines and equipment
          installed to provide primary and back-up support for on-line access to
          the administrative system, including transmission capabilities between
          GALIC and SLIC.

     2.   Cost  of  postage  for  mailing  forms,  reports,   contracts,  bills,
          statements,  prospectuses,  and other  Materials to contract owners or
          agents,  and the cost of postage and overnight  delivery for any other
          communication to contract owners or GALIC or SLIC.

     3.   Cost of  printing  blank  stock  and the cost of set-up  and  printing
          (including per impression  costs)  confirmation  statements,  contract
          file  folders,   checks,   tax  reporting   forms,   contract   pages,
          specification  pages,  envelopes,  proxy or voting  instruction cards,
          periodic  contract  owner  statements,  separate  account  statements,
          individual and list bills,  and any other required formats or reports.
          Cost of labor for folding, inserting and mailing functions.

     4.   Cost of microfilm and microfiche supplies and the cost of transferring
          all necessary information to microfilm and/or microfiche or such other
          document imaging and record system as may be used.

     5.   Costs  involved  with  on-  or  off-site  storage  for  SLIC  records,
          documents, correspondence and other items.


                                  Exhibit A, 1
<PAGE>


     6.   Normal and  reasonable  travel,  meal and  lodging  expenses  incurred
          during GALIC's  performance of its duties and  obligations  under this
          Agreement, if any.

     7.   Costs  incurred by  Equitable of Iowa or other  affiliates  or vendors
          which are  allocated  to GALIC as a result  of  services  provided  on
          behalf of SLIC.

3.   Billings for all fees and expenses shall be made monthly.

4.   Errors

     1.   GALIC  shall  be  responsible  for  reporting,   accounting  for,  and
          correcting  all  losses  which  are a result  of  errors  or  wrongful
          activity by GALIC or its employees. GALIC shall be responsible for all
          such losses which exceed One Thousand Dollars ($1,000.00) per instance
          or which exceed One Thousand Dollars ($1,000.00) in the aggregate.

     2.   SLIC shall be  responsible  for all losses which result from errors or
          wrongful activity by SLIC or its employees.

E.   Annual Review

     The parties agree to review this Fee Schedule annually and to negotiate any
     appropriate  changes.  In the event  the  parties  determine  that this Fee
     Schedule should be amended,  such amendments  shall be subject to the prior
     approval of the Texas Department of Insurance.


                                  Exhibit A, 2
<PAGE>


                                    EXHIBIT B

                                OPERATIONAL PLAN


5.   Systems

     1.   Calculate  and  process  periodic  charges  as  specified  in  product
          prospectuses.

     2.   Calculate   and   process   valuations   as   specified   by   product
          prospectus(es).

     3.   Calculate  and  process  withdrawals  (partial,   full,  periodic)  as
          specified.

     4.   Calculate and process annuity payout amounts.

     5.   Calculate and process  periodic  transactions,  including  dollar cost
          averaging,  and  automatic  rebalance  transfers  as  specified in the
          appropriate SLIC product prospectus.

     6.   Produce reports  including  confirmations,  client  statements,  daily
          transactions,  notification  of upcoming  maturities,  qualified  plan
          reporting; and reports on activities such as trades, terminations, and
          agent licensing.

     7.   Produce required extract files or reports including accounting,  daily
          unit values tax  reporting,  production,  electronic  funds  transfer,
          check  writing  (distributions,  commissions,  and  annuity  payouts),
          reinsurance,   valuation,   SLIC  client   alpha   index,   and  proxy
          solicitation.

     8.   Produce  reports  required to transact  daily business with the mutual
          funds and for periodic  reconciliations;  and daily trade  blotter for
          SLIC.

     9.   Accept  import of unit values  (accumulation  and annuity)  from prior
          administrative system.

     10.  Accommodate  other product features  described in prospectus as may be
          updated from time to time.

     11.  Maintain  current  information  and  procedures on the  administrative
          system for state approvals by product and by company. SLIC will do the
          actual product filings,  and information  regarding  approvals will be
          provided to GALIC.

     12.  Store and provide access to agent licensing information.  As SLIC will
          do  the  actual  agent  appointments,   information  on  appointments,
          licenses, broker-dealers,


                                  Exhibit B, 1
<PAGE>


          addresses,  etc. will be provided to GALIC via mail,  electronic mail,
          or facsimile. If GALIC receives such information from any source other
          than SLIC, GALIC shall promptly forward such information to SLIC.

     13.  Accommodate SLIC and regulatory audit requirements.

     14.  Maintain  client account  history as required to process  transactions
          and administer contract provisions.

     15.  Systems will automatically  interface with SLIC and accessory systems.
          A scheduled  time for data  transmission  will be determined and daily
          user involvement will not be required.

     16.  Provide information necessary for proxy preparation and mailings.

     17.  Provide  automated  voice response 1. Inquiry for account  values.  2.
          Transactions which update the account.

     18.  Provide interfaces,  reporting  requirements and special requests from
          outside entities to include, at a minimum: 1. Lipper 2. Morningstar 3.
          SLIC Website 4. CDA Weisenberg

     19.  Provide  electronic funds transfer  capabilities 1. Draw from accounts
          for purchase  payments.  2.  Deposit  disbursements  to  accounts.  3.
          Deposit commission payments to appropriate accounts.

6.   Contract Maintenance

     1.   Review change requests,  apply criteria  developed by SLIC for annuity
          contract.  Verify license status of broker-dealers and agents based on
          information supplied by SLIC.

     2.   Prepare a new contract data page, issue contract for paid business and
          mail to  contract  owners or  agents.  Policy  page  production  to be
          automated as agreed upon by SLIC and GALIC.

     3.   Establish  and maintain  annuitant  and  contract  owner  records,  as
          applicable, on computer and manual systems.

     4.   Notify  broker-dealers  and agents of any error or missing data needed
          to process changes to annuitant or contract owner records.


                                  Exhibit B, 2
<PAGE>


     5.   Produce and mail required confirmation statements.

     6.   Receive   remittance   information  in  accordance   with   processing
          requirements and deposit monies received into depository account.

     7.   Promptly process purchase payments received to customer accounts.

     8.   Prepare and mail required confirmation of transactions.

     9.   Transmit daily  accounting and bank transfer  authorization  summaries
          prepared for each valuation period.

     10.  Prepare and mail refunds, if any, as appropriate.

     11.  For policies being  exchanged from another  company or IRA funds being
          transferred,  GALIC will  request  the funds from the other  insurance
          company (or IRA  custodian)  using forms  supplied by SLIC.  SLIC will
          establish signing authority for GALIC personnel.

7.   Banking

     1.   Photocopy checks received  directly by GALIC and assign them a control
          number.  Balance,  edit, endorse and prepare daily deposit.  Reconcile
          bank  lockbox  deposits  to payments  recorded  on the  administrative
          system and to the general ledger.

     2.   Deposits are placed into a depository account.

     3.   Transfer funds to or from the depository account to or from one of the
          following, as appropriate:

          1.   Operating Account of SLIC
          2.   Mutual Fund Custodian Account(s)
          3.   Variable Disbursement Accounts of SLIC and INGAE
          4.   Variable Receipts Account of SLIC
          5.   Bank accounts and mutual fund accounts to be  established by SLIC
               with appropriate signing and trading  authorizations  established
               for GALIC personnel.

     4.   Promptly  identify all funds received  directly or indirectly by GALIC
          into any bank account administered by GALIC.

     5.   Generate  from the  system  daily cash  journal  summary  reports  and
          maintain detail of activity.

     6.   Process  disbursement  transactions  for  policyowner or  beneficiary,
          surrenders,  withdrawals,  annuity  payouts,  and death claims.  Death
          claims are processed by GALIC.


                                  Exhibit B, 3
<PAGE>


     7.   A Supplemental  Contract is the contract  issued when an annuity is in
          the payout phase. The actual form of the contract is to be supplied by
          SLIC.

     8.   Check production will be through a GALIC checkwriting system.

     9.   SLIC will  maintain  balances in the  appropriate  SLIC bank  accounts
          necessary to meet administrative needs identified in the contract.

     10.  SLIC will  obtain the  appropriate  authorizations  to allow  GALIC to
          transfer funds among certain SLIC accounts.

     11.  Reprocess dishonored items. Reverse associated  transactions,  prepare
          reports and communicate with contract owners.

     12.  Reconcile disbursement accounts to checks issued and general ledger.

     13.  Review, cause to have printed, and maintain adequate supply of checks.

8.   Accounting/Auditing

     1.   Generate daily accounting extracts for all contract activity.

     2.   Maintain adequate  documentation to support all accounting  entries to
          ledgers.

     3.   Reconcile all bank accounts,  clearing accounts,  suspense counts, and
          investment accounts, etc., used to process the business to the general
          ledger.  Clear reconciling items on a timely basis.  Provide copies of
          reconciliations to SLIC.

     4.   Retain systems  generated  reports in accordance  with a set retention
          schedule   mutually   agreed  upon  and  as  required  by   regulatory
          authorities.  Provide access to such reports for internal and external
          auditing.  Destruction  of  records  is  permitted  only by  specific,
          written authority from SLIC.

     5.   Cooperate in periodic audits of separate account financial  statements
          conducted  for  purposes  of  financial  statement  certification  and
          publication and accommodate SLIC or regulatory audits, as required.

9.   Trading Obligations

     1.   Determine the "Net Amount  Available for Investment" into mutual funds
          and issue fund  purchase/redemption  orders.  Receive  confirmation of
          mutual fund investments.

     2.   Daily,  reconcile  inventory of mutual fund shares owned to reports of
          mutual fund shares owned supplied by mutual funds.


                                  Exhibit B, 4
<PAGE>


     3.   Daily,  reconcile  units owned by each contract  owner as shown on the
          administrative  system  to units  owned  as  shown  on the  investment
          system.

10.  Pricing/Valuation

     1.   GALIC's administrative system will be updated with the calculated unit
          values, daily.

     2.   Assist in  identification  of any pricing errors.  Process and confirm
          success of pricing error corrections.

11.  Contract Owner Service/Record Maintenance

     1.   Receive  and  implement  contract  owner  service  requests  including
          information requests,  beneficiary changes,  transfer of funds between
          eligible  mutual  funds,  payout or withdrawal  requests,  exchange of
          policies,  and  changes  of any other  information  maintained  on the
          system according to procedures approved by SLIC.

     2.   Research contract owner inquiries using both data stored in the system
          and paper records. Responds directly to any questions or inquiries.

     3.   Generate a set of daily  journals  and blotters  confirming  financial
          changes made to annuity accounts.

     4.   Produce contract owner tax reporting.

12. Disbursement (Surrenders, Partial Withdrawals, Annuity Payouts)

     1.   Receive  requests for  systematic,  partial and full  surrenders,  IRA
          minimum  required  distributions,  and annuity  payouts from  contract
          owners. Account for any contract administrative charges which shall be
          periodically deposited into the appropriate SLIC account.

     2.   Deduct  applicable  premium  taxes.  Produce  accounting  information.
          Premium tax reporting and payment will be done by SLIC.

     3.   Process  all  surrender  requests  against  the  contract  owner files
          according to procedures approved by SLIC.

     4.   Produce check  production  extract file for  surrenders and forward to
          contract owner in accordance  with  applicable  law. Check  production
          will be through a GALIC checkwriting system.

     5.   Prepare and mail confirmation statements of disbursement  transactions
          to contract owners.


                                  Exhibit B, 5
<PAGE>


     6.   Generate a report on surrenders.

     7.   Contact policyowner regarding tax withholding procedures, if required.

     8.   Backup withholding will be coordinated between GALIC and SLIC.

13.  Claims

     1.   Requests for death claims are received by GALIC from  contract  owners
          and  beneficiaries.  Any death claim notification which is received by
          SLIC from any other source  regarding a policy  administered  by GALIC
          will be  communicated  immediately  to GALIC to freeze the account and
          process the claim.

     2.   If multiple  life and annuity  policies are  involved,  SLIC and GALIC
          will coordinate sending claim forms.

     3.   Deduct  applicable  premium  taxes.  Produce  accounting  information.
          Premium tax reporting arid payment will be done by SLIC.

     4.   Request  funds  from SLIC  required  for  disbursements  greater  than
          account value.

     5.   Produce  check  production  extract  file  for  disbursements.   Check
          production will be through a GALIC checkwriting system.

     6.   Make changes to owner and/or annuitant  information where no payout is
          required.

     7.   Generate reports on death claims.

14.  Commissions

     1.   Verify   license  status  of   broker-dealers   and  agents  based  on
          information supplied by SLIC.

     2.   Produce detailed commission/marketing  allowance transactions for each
          policy financial  transaction  processed including premium application
          or  reversal,  cancellation,  etc.  for  which a  commission/marketing
          allowance is required.

     3.   Prepare  commission/marketing  allowance  statements for broker-dealer
          firms.  Produce check production extract file for any required checks.
          Check production will be through a GALIC checkwriting system.

     4.   Create tax reporting forms, if required.

     5.   Provide  detailed  reports of all  commissions  paid by or due to SLIC
          monthly.

     6.   Reconcile commission accounts to the general ledger.


                                  Exhibit B, 6
<PAGE>


15.  Annuity Benefit Processing

     1.   Notify owner of approaching  annuitization  approximately  ninety (90)
          days before annuitization date.

     2.   Receive  information  regarding  annuitants  going  into  the  annuity
          (payout) phase.

     3.   Calculate  the amount of the  initial  annuity  payment  for  variable
          payout based on tables supplied by SLIC.  Calculate fixed payout based
          on information supplied by SLIC.

     4.   Deduct  applicable  premium  taxes.  Premium tax reporting and payment
          will be done by SLIC.

     5.   Establish and maintain annuitant records.

     6.   Withhold appropriate federal and state income tax.

     7.   GALIC  will  record  all  required   accounting   entries  related  to
          annuitization  and annuity benefits  including any manual  adjustments
          not supported by the system.

     8.   Maintain  inventory of variable and fixed  annuity  units on annuitant
          master files.

     9.   Produce check  production or electronic fund transfer extract file for
          payment of amount due to annuitant in accordance  with applicable law.
          Check production will be through a GALIC checkwriting system.

     10.  Issue  supplemental  contracts  as  defined  in the  variable  annuity
          contract.  Actual form of  contract  to be supplied by SLIC.  Contract
          filing to be done by SLIC.

     11.  GALIC will generate  contract owner tax reporting.  SLIC will make all
          payments to the appropriate regulatory agencies for any taxes withheld
          and will effect all necessary associated reports.

16.  Proxy Processing

     1.   Proxy  processing may be subcontracted to Equitable of Iowa or another
          SLIC- approved provider.

     2.   Receive  record date  information  from the  underlying  mutual funds.
          Receive proxy solicitation material from underlying mutual funds.

     3.   Prepare proxy cards, if applicable.

     4.   Mail solicitation and resolicitations, if necessary.


                                  Exhibit B, 7
<PAGE>


     5.   Maintain all proxy registers and other required proxy material.

     6.   Provide all necessary  information  for preparation of proxy cards, if
          applicable.

     7.   Tabulate  returned  proxy  cards and  transmit  results to  underlying
          mutual funds.

17.  Periodic Reports to Contract Owners

     1.   Preparation   of   periodic   reports  to   contract   owners  may  be
          subcontracted to Equitable of Iowa or another SLIC-approved provider.

     2.   Prepare and mail statement of account to each contract owner.  Mail on
          a set schedule to be supplied by SLIC.

     3.   Insert and mail semi-annual and annual reports to contract owners,  as
          required,  both underlying  mutual fund and separate  account reports.
          Filing of reports with NASD and SEC will be done by SLIC.  Printing of
          reports will be done by SLIC.

     4.   Mail prospectuses, prospectus supplements, and other announcements and
          materials prepared or supplied by SLIC to each contract owner.

18.  Regulatory/Statement Reports

     1.   Prepare IRS reports for contract owners who received  annuity payments
          or distributions. Mail to contract owners and transmit to IRS.

     2.   Prepare other IRS reports as required for IRAs (i.e., 5498s).

     3.   Respond to requests for calculations applicable to annuity payments as
          may be necessary for tax calculations.

19.  Actuarial and Management Reports

     1.   Provide,  on a set  schedule to be provided by SLIC,  extracts  listed
          below:

          1.   Reserve Extracts
          2.   Premium Tax Extracts
          3.   Surrender Extracts
          4.   Death Claims Report
          5.   Assets by Division Report
          6.   Inforce Policy Data Summary
          7.   Guaranteed Interest Division Data


                                  Exhibit B, 8
<PAGE>


                                    EXHIBIT C

                        SCHEDULE OF AUTHORIZED PERSONNEL


The following  individuals are authorized by Southland Life Insurance Company to
give  instructions or direction to Golden  American Life Insurance  Company with
respect to matters  arising in  connection  with the  servicing  to be performed
under this Agreement:



                    X    Douglas L. Donivan



                    X    Onno Bos



                    X    B. Scott Burton (Legal)



                    X    Dan Lazarus (Compliance)



                    X    Andrew Erman
                         (IRA Minimum distribution,
                         1099's, annuity payout)



                    X    Cindy Dijamco
                         (Accounting and Finance)


                                  Exhibit C, 1
<PAGE>


                                    EXHIBIT D

                                BACKUP PROCEDURES


Current backup  practices and procedures are described herein and may be changed
upon mutual  agreement of Southland Life Insurance  Company  ("SLIC") and Golden
American Life Insurance Company ("GALIC").

     !    Disaster  recovery  will be  performed in  accordance  with the Golden
          American Life Insurance Company Business Continuity Plan

     !    Backup procedures used by GALIC for SLIC business shall be:

          X    Full backups shall be performed nightly
          X    Daily backups shall be kept for 5 weeks
          X    Weekly backups shall be kept indefinitely
          X    All backups shall be kept off-site

                                  Exhibit D, 1