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


                                       1
<PAGE>


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.  Indirect costs shall be charged to the Company based on the proportion
of total direct costs chargeable to the Company under  subparagraph (i), herein.


                                       2
<PAGE>


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 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.


                                       3
<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.

     9. Cooperation.
        -----------

     Each party to this Agreement shall cooperate with the other party, and with
appropriate  governmental  authorities  (including,   without  limitation,   the


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<PAGE>


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.


                                       5
<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
                       ---------------------------------------------------------










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<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.







                                       9
<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.







                                       10
<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.






                                       11
<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.








                                       12
<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.






                                       13
<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.











                                       14
<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.











                                       15
<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







                                       16
<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.








                                       17
<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.






                                       18
<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.









                                       19
<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






                                       20