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                        WHITEWOOD PROPERTIES CORP.

                                  and

                       EQUITABLE OF IOWA COMPANIES








                      _____________________________

                        STOCK PURCHASE AGREEMENT
                      _____________________________

                         
                         
                         
                         
                         
                         
                         
                         Dated as of May 3, 1996







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                            TABLE OF CONTENTS

                                                                         

1.  Sale and Purchase                                                    
    1.1  Sale and Purchase of the Shares                                 
    1.2  Closing                                                         

2.  Representations and Warranties of the Seller                         
    2.1   Corporate Status                                               
    2.2   Capitalization; Options, etc.                                  
    2.3   Ownership of Shares, Authorization, etc.                       
    2.4   Subsidiaries                                                   
    2.5   No Conflicts; Consents and Approvals, etc.                     
    2.6   Financial Statements                                           
    2.7   Litigation                                                     
    2.8   Brokers, etc.                                                  
    2.9   Absence of Certain Changes                                      
    2.10  Taxes                                                           
    2.11  Material Contracts                                              
    2.12  Compliance with Laws; Securities Laws                           
    2.13  Properties and Assets                                           
    2.14  Intellectual Property                                           
    2.15  Employee Benefit Plans                                          
    2.16  Full Disclosure                                                 
    2.17  Exchange Agreement Obligations                                  
                                                                          
3.  Representations and Warranties of the Purchaser                       
    3.1   Organization, Standing, etc., of the Purchaser; 
          Authority for Agreements                                        
    3.2   No Conflicts; Consents and Approvals                            
    3.3   Purchase for Investment                                         
    3.4   Financial Ability to Perform                                    
    3.5   Litigation                                                      
    3.6   Brokers                                                         

4.  Conditions to Closing                                                 
    4.1   Conditions to the Obligations of All Parties                    
    4.2   Conditions to Obligation of the Purchaser                       
          4.2.1   Accuracy of Representations and Warranties              
          4.2.2   Performance                                             
          4.2.3   Certificates of Fulfillment of Conditions               
          4.2.4   Opinions of Counsel                                     
          4.2.5   Resignations                                            
          4.2.6   Guarantee                                               
          4.2.7   Material Adverse Change                                 
          4.2.8   Transfer of Assets                                      
    4.3   Conditions to Obligation of the Seller                          
          4.3.1   Accuracy of Representations and Warranties              
          4.3.2   Performance by the Purchaser                            
          4.3.3   Certificate of Fulfillment of Conditions                
          4.3.4   Opinion of Counsel for the Purchaser                    
          4.3.5   Connecticut Arrangements                                

5.  Additional Covenants                                                  
    5.1   Obligations of the Parties                                      
    5.2   Regulatory Filings and Compliance                               
    5.3   Publicity                                                       
    5.4   Access and Information                                          
    5.5   Conduct of Business Prior to the Closing                        
    5.6   Non-Solicitation by the Purchaser                               
    5.7   Updating of Schedules                                           
    5.8   Mutual Benefit Transactions                                     
    5.9   Compliance with Investment Company Act Section 15               
    5.10  Confidentiality                                                 
    5.11  Sublease                                                        
    5.12  No Solicitation                                                 
    5.13  Affiliate Contracts                                             
    5.14  Non-Competition                                                 
    5.15  New York Subsidiary                                             
    5.16  Capital Maintenance and Additional Borrowings                   
    5.17  Investment Company Matters                                      
    5.18  Exchange Agreement Matters                                      
    5.19  Systems Transition                                              
    5.20  Licensing Matters                                               
    5.21  Change of Name; Right to Use Certain Marks                      

6.  Taxes                                                                 
    6.1   Tax Sharing                                                     
    6.2   Payments                                                        
    6.3   Returns                                                         
    6.4   Refunds                                                         
    6.5   Audits and Other Proceedings                                    
    6.6   Conduct of Business on the Closing Date                         
    6.7   Section 338(h)(10) Election                                     
    6.8   Transfer Taxes                                                  

7.  Employee Matters                                                      
    7.1   Termination of Plan Participation                               
    7.2   Participation in Plans of the Purchaser                         
    7.3   Qualified Defined Benefit Plans                                 
    7.4   Qualified Defined Contribution Plans                            
    7.5   No Employment Rights                                            
    7.6   Liabilities Under Parent Plans                                  
    7.7   Severance Costs                                                 

8.  Indemnification                                                       
    8.1   Survival of Representations and Warranties                      
    8.2   Indemnification                                                 
          8.2.1   By the Seller                                           
          8.2.2   By the Purchaser                                        
          8.2.3   Indemnification Procedures                              
          8.2.4   Exchange Agreement                                      

9.  General Provisions                                                    
    9.1   Modification; Waiver                                            
    9.2   Entire Agreement                                                
    9.3   Exclusivity of Representations and Warranties and 
          Indemnification Provision; Relationship Between the 
          Parties                                                         
    9.4   Termination                                                     
    9.5   Expenses                                                        
    9.6   Further Actions                                                 
    9.7   Post-Closing Access                                             
    9.8   Notices                                                         
    9.9   Assignment                                                      
    9.10  No Third Party Beneficiaries                                    
    9.11  Counterparts                                                    
    9.12  Interpretation                                                  
    9.13  Governing Law                                                   
    9.14  Consent to Jurisdiction, etc.                                   
    9.15  Waiver of Punitive and Other Damages and Jury Trial             


EXHIBIT 1  Form of Bankers Trust Guarantee

EXHIBIT 2  Drafts of Financial Statements
                    
                    
                    


















































                           Table of Definitions


        The definitions of the following defined terms appear in the sections
indicated below:

Term                                         Section

Accountants                                  6.3(c)
Additional Borrowings                        5.16(b)
Affiliate                                    2.11
Affiliate Services                           5.13
Affiliated Group                             2.10(a)
Annual SAP Statements                        2.6(d)
Annual Statutory Statements                  2.6(c)
Bankers Trust                                Recital
BT Delaware                                  1.2(e)
Capital Contributions                        5.16(b)
Closing                                      1.2
Closing Date                                 1.2
Code                                         2.10(a)
Company                                      Recital
Company Return                               2.10(a)
Connecticut Commissioner                     4.3.5
Damages                                      8.2.1
DSI                                          Recital
Election Forms                               6.7(b)
Employees                                    5.10(a)
ERISA                                        2.15(a)
ERISA Affiliate                              2.15(a)
Escrow Agreement                             2.17(a)
Exchange Act                                 2.1(c)
Exchange Agreement                           2.17(a)
Final Return                                 6.7(d)
Fund                                         2.10(e)
GAAP                                         2.6(i)
GAAP Statements                              2.6(a)
Golden American                              Recital
Golden American Annual Statement             2.6(c)
Golden American GAAP Statements              2.6(b)
HSR Act                                      2.5(b)
Income Tax                                   2.10(a)
Indemnitee                                   8.2.3
Indemnitor                                   8.2.3
Intellectual Property                        2.14(a)
Intellectual Property Licenses               2.14(b)
Investment Advisers Act                      2.1(c)
Investment Company Act                       2.1(e)
IRS                                          2.10(a)
Liens                                        2.2(a)
MADSP                                        6.7(a)
Managed Fund                                 5.9(i)
Monthly Statements                           5.4(b)
Mutual Benefit                               2.17(a)
New Name                                     5.21(a)
New York Golden                              5.15(a)
Non-Company Affiliate                        2.10(a)
Order                                        2.17(b)
Owned Intellectual Property                  2.14(a)
Parent Plans                                 7.1
Plans                                        2.15(a)
Purchase Price                               1.2(b)
Purchaser                                    Introduction
Purchaser Plans                              7.2
Quarterly Statement                          5.4(b)
Representatives                              5.10(a)
Revolving Credit Agreement                   1.2(c)
RIC                                          2.10(e)
SAP                                          2.6(iii)
Section 338(h)(10) Elections                 6.7
Securities Act                               2.12(b)
Security Agreement                           2.17(a)
Seller                                       Introduction
Seller's Group                               6.2(a)
Seller's Marks                               5.21(a)
Separate Account                             2.10(e)
Separate Account Annual Statement            2.6(c)
Separate Account D                           2.5(b)
Separate Account SAP Statements              2.6(e)
Series A Preferred Stock                     2.2(b)
Shares                                       Recital
Subsidiaries                                 Recital
Tax                                          2.10(a)
Tax Return                                   2.10(a)
Taxes                                        2.10(a)
Third Party                                  5.12
Trust                                        2.1(e)
7.50% Note                                   2.17(a)
































          PURCHASE AGREEMENT, dated as of May 3, 1996, between WHITEWOOD
PROPERTIES CORP., a New York corporation (the "Seller"), and EQUITABLE OF
IOWA COMPANIES, an Iowa corporation (the "Purchaser").

                          W I T N E S S E T H:

          WHEREAS, the Seller is a wholly-owned subsidiary of Bankers Trust
Company, a New York banking corporation ("Bankers Trust");

          WHEREAS, the Seller owns all of the issued and outstanding capital
stock (the "Shares") of BT Variable, Inc., a New York corporation (the
"Company");

          WHEREAS, the Company owns all of the issued and outstanding capital
stock of each of Golden American Life Insurance Company, a Delaware stock
life insurance company ("Golden American"), and of Directed Services, Inc., a
New York corporation ("DSI" and, together with Golden American, the
"Subsidiaries"); and

          WHEREAS, the Seller desires to sell the Shares to the Purchaser and
the Purchaser desires to purchase the Shares.

          NOW, THEREFORE, the parties hereto agree as follows:

          1.     Sale and Purchase.

          1.1    Sale and Purchase of the Shares.  Subject to the terms and 
conditions of this Agreement, at the Closing (as defined in Section 1.2), the 
Seller will sell, and the Purchaser will purchase, the Shares.

          1.2    Closing.  The closing of the purchase of the Shares (the 
"Closing") will take place at the offices of Debevoise & Plimpton, 875 Third 
Avenue, New York, New York 10022 at 10:00 A.M., New York time, on August 31, 
1996, subject to extension as provided in Section 9.4 or at such other date 
and time as the parties shall have agreed to in writing (the "Closing Date").  
At the Closing:

          (a)    the Seller will deliver, or cause to be delivered, to the 
     Purchaser stock certificates representing the Shares, endorsed or 
     accompanied by stock powers in favor of the Purchaser, and accompanied 
     by all requisite stock transfer stamps;

          (b)    the Purchaser will deliver, or cause to be delivered, to the 
     Seller by wire transfers of immediately available funds to previously 
     designated accounts of the Seller or any subsidiary or affiliate of the 
     Seller an aggregate of $93,000,000(the "Purchase Price");

          (c)    the Purchaser will deliver, or cause to be delivered, to 
     Bankers Trust by wire transfers of immediately available funds to 
     previously designated accounts of Bankers Trust an aggregate of 
     $51,000,000, representing the retirement of all amounts borrowed as of 
     the date hereof under the Revolving Credit Agreement, dated as of 
     October 20, 1995, between the Company and Bankers Trust Company (the 
     "Revolving Credit Agreement"), and Bankers Trust will deliver to the 
     Purchaser an acknowledgment of the release of the Company from such debt 
     and the Revolving Credit Agreement will be terminated;

          (d)    the Purchaser will deliver, or cause to be delivered, to 
     Bankers Trust by wire transfers of immediately available funds to 
     previously designated accounts of Bankers Trust or any affiliate of 
     Bankers Trust an amount equal to the sum of all Capital Contributions 
     (as defined in Section 5.16) and Additional Borrowings (as defined in 
     Section 5.16) made after the date hereof pursuant to Section 5.16 hereto; 
     and

          (e)    the Purchaser shall enter into a sublease with Bankers Trust 
     Delaware, Inc. ("BT Delaware"), relating to the Company's Wilmington, 
     Delaware offices pursuant to Section 5.11 hereto.

          2.     Representations and Warranties of the Seller.  The Seller 
represents and warrants to the Purchaser as follows:

          2.1    Corporate Status.  (a) Each of the Seller and the Company (i)
is a corporation duly organized, validly existing and in good standing under 
the laws of the State of New York, (ii) has all requisite corporate power and
authority to carry on its business as currently conducted and to own or lease
and to operate its properties and (iii) is duly qualified to transact
business as a foreign corporation in each jurisdiction in which the conduct
of its business or the ownership or leasing of its properties requires such
qualifications, except for such qualifications the absence of which would
not, individually or in the aggregate, reasonably be expected to have a
material adverse effect on the business, financial condition or results of
operations of the Company and the Subsidiaries, taken as a whole.

          (b)    Golden American is a stock life insurance company duly 
organized, validly existing and in good standing under the laws of the State 
of Delaware and has all requisite corporate power and authority to carry on 
its business as currently conducted and to own or lease and to operate its 
properties and is duly qualified to transact business as a foreign corporation 
in each jurisdiction in which the conduct of its business or the ownership or 
leasing of its properties requires such qualification, except for such 
qualifications the absence of which would not, individually or in the 
aggregate, reasonably be expected to have a material adverse effect on the 
business, financial condition or results of operations of the Company and the 
Subsidiaries, taken as a whole.  Golden American is duly licensed in Delaware 
and in each of the jurisdictions listed on Schedule 2.1.(b) to engage in the 
business of writing insurance policies and annuity contracts of the type 
specified on Schedule 2.1.(b).  Except as set forth on Schedule 2.1.(b), all 
such licenses are in full force and effect and, to the Seller's knowledge, 
none of the Seller, the Company, or Golden American has received any notice 
of, nor to the knowledge of the Seller is there any reasonable basis for, any 
event, inquiry, investigation or proceeding that would reasonably be expected 
to result in the suspension, revocation or limitation of any such license.
Golden American has received oral notification from the California Department
of Insurance that it does not have the status of an insurance company being
commercially domiciled in California and it is not commercially domiciled in
any other jurisdiction.

          (c)    DSI is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York and has all requisite
corporate power and authority to carry on its business as currently conducted
and to own or lease and to operate its properties and is duly qualified to
transact business as a foreign corporation in each jurisdiction in which the
conduct of its business or the ownership or leasing of its properties
requires such qualifications, except for such qualifications the absence of
which would not, individually or in the aggregate, reasonably be expected to
have a material adverse effect on the business, financial condition or
results of operations of the Company and the Subsidiaries, taken as a whole.
DSI is a registered broker/dealer under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and a registered investment adviser under
the Investment Advisers Act of 1940, as amended (the "Investment Advisers
Act").  DSI is a member in good standing of the National Association of
Securities Dealers, Inc. and is a registered broker/dealer in good standing
and a registered or licensed investment adviser in good standing in each
state in which the conduct of its business requires such registration or
licensing including the jurisdictions listed on Schedule 2.1(c).  Except as
set forth in Schedule 2.1(c), all such memberships, registrations and
licenses of DSI are in full force and effect and to the Seller's knowledge,
none of the Seller, the Company or DSI has received notice of, nor to the
knowledge of the Seller is there any reasonable basis for, any event,
inquiry, investigation or proceeding that would reasonably be expected to
result in the suspension, revocation, or limitation of any such memberships,
registrations or licenses.

          (d)    Prior to the date of this Agreement, the Seller has delivered 
to the Purchaser true and correct copies of the Articles of Incorporation and
Bylaws of the Company and each of the Subsidiaries.

          (e)    GCG Trust (the "Trust") is a Massachusetts business trust 
duly organized, validly existing and in good standing under the laws of the 
State of Massachusetts and has all requisite power and authority to carry on 
its business as currently conducted and to own or lease or operate its
properties, and is duly qualified to transact business in each jurisdiction
in which the conduct of its business or the ownership or leasing of its
properties requires such qualification, except for such qualifications the
absence of which would not, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the business, financial
condition or results of operations of the Company and the Subsidiaries, taken
as a whole.  The Trust is an open-end, management investment company 
registered under the Investment Company Act of 1940, as amended (the 
"Investment Company Act").  The Trust is a registered investment company and 
in good standing in each state in which the conduct of its business requires 
such registration including the jurisdictions listed on Schedule 2.1(e).  
Except as set forth on Schedule 2.1(e), all registrations and licenses are in 
full force and effect and, to the Seller's knowledge, none of the Seller, the
Company, Golden American or DSI has received any notice of any event, nor to
the knowledge of Seller is there any reasonable basis for, an event, inquiry,
investigation or proceeding that would reasonably be expected to result in
the suspension, revocation or limitation of any such registration or license
of the Trust.

          2.2    Capitalization; Options, etc. (a) The authorized capital 
stock of the Company consists of 125 shares of Common Stock, without par 
value, of which 100 shares are issued and outstanding and owned of record and
beneficially by the Seller.  All such outstanding shares have been duly 
authorized and validly issued and are fully paid and non-assessable and are 
free and clear of any lien, pledge, charge, security interest, encumbrance, 
title retention agreement, restriction, adverse claim or option (collectively, 
"Liens").

          (b)    The authorized capital stock of Golden American consists of
(i) 250,000 shares of common stock, par value $10 per share, all of which are
issued and outstanding and owned of record and beneficially by the Company
and (ii) 50,000 shares of preferred stock, par value $5,000 per share, of
which 10,000 shares are issued and outstanding as the Series A Redeemable
Preferred Stock (the "Series A Preferred Stock") and are owned of record and
beneficially by the Company.  All such outstanding shares have been duly
authorized and validly issued, are fully paid and non-assessable and are free
and clear of all Liens.

          (c)    The authorized capital stock of DSI consists of 200 shares of 
common stock, of which 100 shares are issued and outstanding and owned of 
record and beneficially by the Company.  All such outstanding shares have 
been duly authorized and validly issued, are fully paid and non-assessable 
and are free and clear of all Liens.

          (d)    (i) Neither the Seller, the Company nor Golden American has 
granted to any person any options with respect to the Shares owned by it, and 
(ii) no subscriptions, options, warrants, calls or other rights of any kind, 
to purchase or otherwise acquire, and no securities convertible into, capital
stock of the Company, Golden American or DSI, are currently outstanding or
claimed by any person.

          2.3    Ownership of Shares, Authorization, etc.  The Seller is the 
lawful record and beneficial owner of the Shares.  The Seller has full legal 
right, power and authority to enter into this Agreement, and subject to 
satisfaction of the conditions set forth in Section 4.1, the Seller has full 
legal right, power and authority to perform its obligations hereunder and to 
consummate the transactions provided for therein.  The execution, delivery 
and performance of this Agreement has been duly authorized by the Seller's 
Board of Directors and its sole shareholder, which constitutes all necessary 
corporate action for such authorization.  This Agreement has been duly 
executed and delivered by the Seller and constitutes the valid and binding 
obligation of the Seller and is enforceable against the Seller in accordance 
with its terms, except as such enforceability may be limited by applicable 
bankruptcy, insolvency, moratorium or similar laws from time to time in 
effect which affect creditors' rights generally and by legal and equitable 
limitations upon the availability of specific performance as a remedy.  
Subject to satisfaction of the conditions set forth in Section 4.1, the 
delivery to the Purchaser of the Shares pursuant to the provisions of this 
Agreement will transfer to the Purchaser good and valid title thereto free 
and clear of any Lien.

          2.4    Subsidiaries.  The only subsidiaries of the Company are 
Golden American and DSI.

          2.5    No Conflicts; Consents and Approvals, etc. (a) Subject to the
conditions set forth in Section 4.1 and except as set forth on Schedule
2.5(a), the execution, delivery and performance by the Seller of this
Agreement does not conflict with, violate, result in a breach of, constitute
a default under (without regard to requirements of notice, lapse of time or
elections of other persons or combination thereof), or accelerate or permit
the acceleration of the performance of or create an opportunity to terminate
(i) any charter or by-law provision of the Seller or the Company or any of
the Subsidiaries, (ii) any contract, indenture or other agreement to which
the Seller or the Company or any of the Subsidiaries is a party or by which
any of them or any of their owned or leased properties are bound or (iii) any
applicable law, regulation or order of any governmental authority or agency
having jurisdiction over the Seller, the Company or any of the Subsidiaries,
except for such conflicts, violations, breaches, defaults, accelerations or
terminations which would not, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the business, financial
condition or results of operations of the Company and the Subsidiaries taken
as a whole.

          (b)    Except as set forth on Schedule 2.5(b) no consent, license, 
approval, order or authorization of, or registration, filing or declaration 
with, any governmental authority, is required to be obtained or made, and no 
consent of any third party is required to be obtained, by the Seller, the 
Company or any of the Subsidiaries in connection with the execution, delivery 
or performance of this Agreement or the sale of the Shares except for (i) 
registrations or declarations required to be made subsequent to the Closing 
giving notice of the transactions contemplated by this Agreement, but not 
entailing any requirement of consent, license, approval or authorization on 
the part of such governmental authority or third party, (ii) filings required 
with respect to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as 
amended (the "HSR Act"), to the extent required, (iii) the filing by Golden 
American of (A) a change of control report with the Florida Insurance 
Department pursuant to Section 624.4245 of the Florida Insurance Law, (B) an 
application for requalification in Michigan pursuant to Section 500.405(1) of 
the Michigan Insurance Code and (C) an application for relicensing in New 
Hampshire pursuant to Section 405.14-a of the New Hampshire Insurance Code, 
(iv) (A) the affirmative vote of the variable annuity contract holders and 
variable life policyholders whose contracts and policies are funded by 
investments in the Trust approving a new Management Agreement between the 
Trust and DSI and new Portfolio Management Agreements between the Trust, DSI 
and, except as provided in Section 5.17, the Portfolio Managers (as those are 
defined in the currently effective Prospectus of the Trust), containing the 
same terms and conditions as the current Management Agreement and Portfolio 
Management Agreements, except for dates of execution, effectiveness and 
termination, and (B) the affirmative vote of the variable annuity contract 
holders of Golden American whose contracts are funded by investments in 
Golden American's Separate Account D ("Separate Account D") approving a new 
Management Agreement between Separate Account D and DSI and a new Portfolio 
Management Agreement between Separate Account D, DSI and Warburg, Pincus 
Counsellors, Inc., containing the same terms and conditions as the current 
Management Agreement and Portfolio Management Agreement, except for dates of 
execution, effectiveness and termination, all as required by the Investment 
Company Act, (v) the approval of a majority of (A) the Board of Trustees of 
the Trust and (B) the Board of Governors of Separate Account D, in each case, 
who are not "interested persons" under the Investment Company Act of new 
Management Agreements and Portfolio Management Agreements, as described above, 
and (vi) consents, licenses, approvals or filings which, if not made or 
obtained, would not, individually or in the aggregate, reasonably be expected 
to have a material adverse effect on the business, financial condition or 
results of operations of the Company and its Subsidiaries taken as a whole or 
the ability of the Seller to consummate the transactions contemplated by this
Agreement.

          2.6    Financial Statements.  The Seller has delivered, or shall 
promptly after the execution hereof deliver, to the Purchaser:

          (a)    the audited consolidated balance sheets of the Company and 
     the Subsidiaries as at December 31, 1994 and December 31, 1995, and the 
     related consolidated statements of operations, changes in stockholder's 
     equity, and cash flows for the years ended December 31, 1994 and December 
     31, 1995, together with the notes thereto and the unqualified report of 
     Ernst & Young thereon (the "GAAP Statements");

          (b)    the audited balance sheets of Golden American as at December 
     31, 1994 and December 31, 1995, and the related statements of operations, 
     changes in stockholders' equity, and cash flows for the years ended 
     December 31, 1994 and December 31, 1995, together with the notes thereto 
     and the unqualified report of Ernst & Young thereon (the "Golden American 
     GAAP Statements");

          (c)    the annual statement of Golden American, including all 
     exhibits and schedules thereto (the "Golden American Annual Statement") 
     and the annual statement of the separate accounts of Golden American, 
     including all exhibits and schedules thereto (the "Separate Account 
     Annual Statement" and, together with the Golden American Annual Statement, 
     the "Annual Statutory Statements") as filed with the Insurance Department 
     of the State of Delaware for the years ended December 31, 1994 and 
     December 31, 1995;

          (d)    the audited statutory-basis balance sheets of Golden American 
     as at December 31, 1994 and December 31, 1995, and the related statutory-
     basis statements of operations, capital and surplus, and cash flow for 
     each of the years ended December 31, 1994 and December 31, 1995, together 
     with the notes thereto and the unqualified report of Ernst & Young 
     thereon (the "Annual SAP Statements"); and

          (e)    the audited statements of assets and liabilities of the 
     separate accounts of Golden American as at December 31, 1994 and December 
     31, 1995 and the related combined statements of operations and combined 
     statements of changes in net assets for the years ended December 31, 1994 
     and December 31, 1995, together with the notes thereto and the unqualified 
     report of Ernst & Young thereon (the "Separate Account SAP Statements").

          (i)    The GAAP Statements present fairly, in all material respects, 
the consolidated financial position of the Company and the Subsidiaries as at 
the respective dates thereof and the results of their consolidated operations,
changes in stockholders' equity and cash flows for the respective periods
then ended, in each case, in accordance with generally accepted accounting
principles ("GAAP") applied on a consistent basis throughout the periods
indicated, except for the deviations from GAAP disclosed thereon or in the
notes thereto.

          (ii)   The Golden American GAAP Statements present fairly, in all
material respects, the financial position of Golden American as at the
respective dates thereof and the results of its operations, changes in
stockholders' equity and cash flows for the respective periods then ended, in
each case, in accordance with GAAP applied on a consistent basis throughout
the periods indicated, except for the deviations from GAAP disclosed thereon
or in the notes thereto.

          (iii)  The Annual Statutory Statements, the Annual SAP Statements
and the Separate Accounts SAP Statements have been prepared in accordance
with accounting practices prescribed or permitted by the Department of
Insurance of the State of Delaware ("SAP"), and such accounting practices
have been applied on a consistent basis throughout the periods indicated,
except as expressly set forth or disclosed in the respective notes thereto.
The Annual SAP Statements present fairly, in all material respects, the 
admitted assets, reserves, liabilities, capital and surplus of Golden American
as at the respective dates thereof and the results of its operations and its
cash flow for the respective periods then ended, and the Separate Accounts
SAP Statements present fairly, in all material respects, the admitted assets,
liabilities and surplus of the separate accounts of Golden American as at the
respective dates thereof and the results of operations of such separate
accounts for the respective periods then ended, in each case, in accordance
with SAP.  The Annual Statutory Statements complied in all material respects
with all applicable laws when filed, and no material deficiency has been
asserted with respect to such statements by the Department of Insurance of
the State of Delaware.

          (iv)   Except as set forth in Schedule 2.6(iv), neither the Company
nor any Subsidiary has any material obligation or liability (including,
without limitation, obligations or liabilities arising from policyholder
claims or guaranty fund assessments), whether absolute, contingent, accrued
or otherwise, which is not fully reflected or reserved against in the GAAP
Statements, the Golden American GAAP Statements, the Annual Statutory
Statements, the Annual SAP Statements or the Separate Account SAP Statements
or in the notes, exhibits, schedules, and interrogatories thereto, other than
obligations and liabilities which have been reasonably incurred in the
ordinary course of business after December 31, 1995 and which would not,
individually or in the aggregate, reasonably be expected to have a material
adverse effect on the business, financial condition or results of operations
of the Company and the Subsidiaries taken as a whole.

          (v)    Notwithstanding anything to the contrary contained in this
Section 2.6, if the parties have elected to execute this Agreement prior to
the delivery of any of the audited financial statements described above in
this Section 2.6, the representations and warranties set forth above shall be
deemed not to have been made with respect to such undelivered financial
statements until such delivery.

          2.7    Litigation.  Except as set forth on Schedule 2.7, there is no 
action, proceeding, investigation or claim pending or, to the knowledge of the
Seller, threatened against the Company or any of the Subsidiaries or their
respective assets that would reasonably be expected to have a material
adverse effect on the business, financial condition or results of operations
or prospects of the Company and its Subsidiaries taken as a whole or the
ability of the Seller, the Company or any of the Subsidiaries to consummate
the transactions contemplated by this Agreement.

          2.8    Brokers, etc.  None of the Seller, the Company or the 
Subsidiaries has employed any finder, broker, agent or other intermediary in 
connection with the negotiation of this Agreement or the consummation of any 
of the transactions contemplated hereby except for BT Securities Corp., whose 
fees in respect thereof shall be paid by the Seller.

          2.9    Absence of Certain Changes.  Except as set forth on Schedule 
2.9, since December 31, 1995, there has been no material adverse change in the
business, financial condition, results of operations or prospects of the
Company and its Subsidiaries taken as a whole.  Except as set forth on
Schedule 2.9 and except for the transactions permitted or contemplated by
this Agreement, since December 31, 1995, neither the Company nor any of the
Subsidiaries has (A) issued, purchased or redeemed any shares of its capital
stock or any options, warrants or other rights to acquire any such capital
stock, or securities convertible into or exchangeable for such capital stock;
(B) incurred any material obligations or liabilities, whether absolute,
accrued, contingent or otherwise, other than obligations and liabilities
incurred in the ordinary course of business or obligations and liabilities
under the contracts and commitments referred to on Schedule 2.11; (C) 
mortgaged, pledged or subjected to any Lien any of its assets or properties, 
except for any Liens incurred in the ordinary course of business; (D) acquired 
or disposed of any material assets or properties, or entered into any 
agreement or other arrangement for any such acquisition or disposition, except 
in the ordinary course of business; (E) declared, made, paid or set apart any 
sum for any dividend or other distribution to its shareholders, other than 
dividends paid by Golden American to the Company on the Series A Preferred 
Stock in accordance with the Certificate of Designations for such Series A 
Preferred Stock; (F) entered into any material employment, severance or 
change of control agreement with any officer or other employee (other than 
any such agreement under which all payments are borne by Bankers Trust), 
granted any material increase in the compensation or benefits of any such 
officer or other employee or granted any bonus or other form of incentive 
compensation, in each such case, other than in the ordinary course of business 
consistent with past practice; (G) forgiven or cancelled any material debts or 
claims or waived any rights of material value, except in the ordinary course 
of business; or (H) conducted its business or entered into any transaction 
other than in the ordinary course of business; (I) incurred any material 
damage, destruction or loss (whether or not covered by insurance) which would 
adversely affect the business, financial condition or results of operations of 
the Company or any of the Subsidiaries; (J) amended, modified or terminated 
any material contract, agreement, lease, license, permit or other business 
arrangement, except in the ordinary course of business.

          2.10   Taxes.  (a) The following capitalized terms used in this 
Section 2.10 and Article 6 shall have the meanings specified below:

          Affiliated Group.  "Affiliated Group" means any combined,
consolidated, affiliated or unitary tax group of which the Company or any of
the Subsidiaries is or has been a member.

          Code.  "Code" means the Internal Revenue Code of 1986, as amended.

          Company Return.  "Company Return" means any Tax Return required to
include any information regarding the Company, the Subsidiaries, or the 
business or assets thereof (including without limitation information returns 
and reports required to be filed with respect to payments to employees,
policyholders or other persons, or with respect to any pension, cafeteria, or
welfare benefit plan maintained for the employees of the Company and
Subsidiaries), required to be filed with respect to any period ending after
September 30, 1992.

          Income Tax.  "Income Tax" means any Tax computed in whole or in
part by reference to net income (including all interest and penalties thereon
and additions thereto).

          IRS.  "IRS" means the United States Internal Revenue Service.

          Non-Company Affiliate.  "Non-Company Affiliate" means any affiliate
of the Seller other than the Company and the Subsidiaries.

          Tax.  "Tax" or "Taxes" means any federal, state, local or foreign
income, profits, capital, premium, franchise, occupational, production,
severance, gross receipts, value added, sales, use, excise, real and personal
property, ad valorem, occupancy, stamp, transfer, employment, unemployment
insurance, social security, disability, workers' compensation, withholding or
other tax, duty or other similar governmental charge (including all interest
and penalties thereon and additions thereto).

          Tax Return.  "Tax Return" means any federal, state, local or
foreign return, report, declaration or form (including, without limitation,
information returns) relating to Taxes.

          (b)    All Company Returns with respect to Income Taxes and all 
other material Company Returns required to be filed on or before the Closing 
Date have been filed or will be timely filed.  Except for Taxes which are 
being contested in good faith and by appropriate proceedings and for which 
adequate reserves are reflected on the most recent financial statement 
referred to in Section 2.6 (determined in accordance with the standards 
applicable to such financial statements as set forth in Section 2.6), (i) the 
following Taxes have (or by the Closing Date will have) been paid:  (A) all 
Taxes shown as due on the Company Returns, (B) all material deficiencies and 
assessments of Taxes for any period ending after September 30, 1992 of which 
notice has (or by the Closing Date will have) been received by Bankers Trust, 
Seller, the Company, the Subsidiaries, or any Affiliated Group that are 
attributable to the conduct of the business or the ownership of the assets of 
the Company or the Subsidiaries or chargeable as a lien upon the assets 
thereof, and (C) all other material Taxes due and payable on or before the 
Closing Date for any period ending after September 30, 1992 for which neither 
filing of returns nor notice of deficiency or assessment is required, of which 
the Seller has knowledge or reasonably should have knowledge, that are 
attributable to the conduct of the business or the ownership of the assets of 
the Company or the Subsidiaries, or chargeable as a lien upon the assets 
thereof, and (ii) all Taxes required to be withheld by or on behalf of the 
Company or the Subsidiaries, or with respect to the business or assets thereof 
since September 30, 1992, have been withheld except for amounts which in the
aggregate would not be material, and such withheld taxes have either been
duly and timely paid to the proper governmental agencies or authorities or
(if not yet due for payment) set aside in accounts for such purpose or
accrued, reserved against and entered upon the books of the Company or the
Subsidiaries, as the case may be.

          (c)    All Company Returns have been examined by the appropriate 
taxing authority, or the statute of limitations with respect to the relevant 
income or franchise tax liability has expired, for all tax periods through 
and including the tax period listed with respect to each such jurisdiction on 
Schedule 2.10(c).  Except as set forth in Schedule 2.10(c), (i) neither the 
IRS nor any other taxing authority is now asserting, or has threatened to 
assert, in a writing (or, to the Seller's knowledge, in other communication,
including without limitation oral communication) received by the Seller, the
Company or any of the Subsidiaries (or, to the Seller's knowledge, by Bankers
Trust) against the Company, the Subsidiaries or any Affiliated Group, any
deficiency or claim for additional Taxes attributable to the conduct of the
business or the ownership of the assets of the Company or the Subsidiaries
with respect to any period ending after September 30, 1992; (ii) none of the
Company, any of the Subsidiaries, or any Affiliated Group, has granted any
waiver of any statute of limitations with respect to, or any extension of a
period for the assessment of, any Taxes attributable to periods ending after
September 30, 1992 for which the Company, the Subsidiaries or any Affiliated
Group may be held liable, and no power of attorney with respect to any such
Taxes has been executed or filed with any taxing authority, and (iii) all Tax
Returns of Golden American filed with respect to any tax period ending after
September 30, 1992 were prepared in a reasonably diligent manner and at the
time such returns were filed all material positions taken on such returns
were supported by "substantial authority" within the meaning of Code Section
6662(d)(2)(B)(i).  Golden American has not filed and will not file any
election pursuant to Code Section 810(b)(3) or Code Section 172(b)(3) since
September 30, 1992.

          (d)    To the knowledge of the Seller, (i) there is no material 
unpaid Tax that is or could become payable by the Company or the Subsidiaries, 
or that is or could become a lien on any of the assets or properties thereof, 
with respect to any period ending on or before September 30, 1992; (ii) all
material Tax Returns required to be filed by the Company, any Subsidiary
(with respect to the assets or business of the Company or any Subsidiary) or
any Affiliated Group with respect to any tax period ending on or before
September 30, 1992 were accurately prepared in all material respects and have
been filed; (iii) neither the IRS nor any other taxing authority is now
asserting or has threatened to assert any claim for additional Taxes
attributable to the conduct of the business or the ownership of the assets of
the Company or any of the Subsidiaries with respect to any period ending on
or before September 30, 1992; and (iv) prior to September 30, 1992, neither
the Company nor any Subsidiary was included in an Affiliated Group with any
entity other than the Golden Financial Group Inc., Time Insurance Company,
the Mutual Benefit Life Insurance Company, Bankers Trust or any entities
which were then Affiliates of such companies.

          (e)    Except as listed on Schedule 2.10(e), (i) with respect to all 
life insurance contracts and annuity policies sold by the Company or any of 
the Subsidiaries (A) at the time of issuance, policies sold after September 
30, 1992 and represented to policyholders as life insurance contracts were in 
compliance, determined in accordance with then current statutory, regulatory 
and judicial authority, if any, with the definition of life insurance contracts
set out in Section 7702 of the Code, (B) as of the date hereof and at all
times since September 30, 1992, Golden American maintained reasonable
administrative procedures which are intended to ensure that all policies
issued by it continue to be in compliance with the tests defining the term
"life insurance contract" under Code Section 7702 and to identify when a life
insurance contract issued by it becomes subject to Section 7702A of the Code,
(C) the contracts sold after September 30, 1992 and represented to
policyholders as annuities qualify for tax treatment as annuities under
Section 72 of the Code, and (D) the contracts sold after September 30, 1992
as Individual Retirement Annuities or as part of a program under either
Section 403(b) or 457 of the Code comply with applicable provisions of the
Code; (ii) each segregated asset account maintained by Golden American for
its variable annuity contracts and variable life insurance policies
("Separate Account") is maintained in compliance with the requirements of 
Section 817 of the Code; and (iii) each Fund (as defined below) operating in 
the United States has elected to be treated as a "regulated investment company"
(a "RIC") under the Code and has, for each of its taxable years since the end
of the most recent year of such Fund that has been closed and for which the
statute of limitations for assessments has expired, qualified as a RIC.
"Fund" shall mean any trust, separate account or other entity registered
under the Investment Company Act which invests funds held in the general 
account or the Separate Accounts of Golden American or to which DSI provides 
investment advisory services, and for which a prospectus or other offering
material has stated an intention to qualify as a RIC.

          (f)    Except as listed on Schedule 2.10(f), since September 30, 
1992 neither the Company nor any of the Subsidiaries have been parties to any 
Tax sharing agreement or arrangement.

          (g)    Since September 30, 1992 neither the Company nor any 
Subsidiary has been included in any Affiliated Group with any entity other 
than Bankers Trust or its Affiliates.

          2.11   Material Contracts.  Schedule 2.11 contains a complete and 
correct list of all agreements, contracts, commitments and arrangements 
(whether oral or written) of the following types to which the Company or any 
of the Subsidiaries is a party or by which the Company or any of the 
Subsidiaries or any of their respective properties are bound as of the date 
hereof, each of which is in full force and effect, and, to the Seller's 
knowledge, has not been terminated and is not in default (or would not, with 
notice or lapse of time or action by a third party, be in default) and is a 
valid and enforceable obligation of the Company and the Subsidiaries, as 
applicable, in accordance with its terms and is free from set-off, 
counterclaim or defense: (i) mortgages, indentures, security agreements and 
other agreements and instruments relating to the borrowing of money other 
than insurance contracts and policies, (ii) agreements between the Company or 
either of the Subsidiaries and insurance agents, agencies, brokers and third-
party administrators, provided that as to any such agreements that conform
substantially to a standard form with no material differences among them,
Schedule 2.11 lists each such form and the signatories who have entered into
separate agreements corresponding to each such form, (iii) contracts for the
provision of data-processing services or the development of computer software
or systems or the licensing of computer software or systems, (iv) contracts
limiting the freedom of the Company or either of the Subsidiaries to engage
in any line of business or with any person or entity, (v) licenses of 
trademark, trade name and other similar property rights, (vi) brokerage
agreements, distribution agreements, advisory agreements or finder's 
agreements, (vii) contracts to purchase or sell or lease real property,
(viii) contracts, arrangements or treaties with any party regarding 
reinsurance, excess insurance, ceding of insurance, assumption of insurance 
or indemnification with respect to insurance currently being provided directly 
or indirectly by Golden American or regarding the management of any portion of
Golden American's business or regarding the sale by or to Golden American of
its products through any other company or the sale by any other company of
its products through the Company or the Subsidiaries, (ix) material contracts
with any Affiliate of the Company or the Subsidiaries (other than contracts
of insurance entered into in the ordinary course of business by Golden
American on terms no less favorable to Golden American than would prevail in
comparable arm's length transactions), (x) partnership or joint venture 
agreements of any kind, (xi) employment or consulting contracts and agreements
with any officer or other key employee of or consultant to the Company or any
Subsidiary, (xii) agreements pursuant to which the Company or any of its
Subsidiaries is a guarantor or has otherwise agreed to be liable for any
liability or obligation (including indebtedness) of any other person, and
(xiii) other agreements, contracts and commitments (other than annuity
contracts and insurance policies issued in the ordinary course of business)
that are not cancellable by the Company or the Subsidiaries on notice of 45
days or less and which involve payments to be made by the Company or the
Subsidiaries after the date hereof of more than $50,000. "Affiliate" shall
mean any corporation, company, entity or individual controlled by, controlling 
or under common control with such corporation or company.

          2.12   Compliance with Laws; Securities Laws. (a) Since September 
30, 1992, none of the Company, any of the Subsidiaries or the Trust have 
violated, and each has complied with, any statute, law, ordinance, rule, 
governmental regulation, permit, concession, grant, franchise, license or 
other governmental authorization or approval applicable to it or any of its 
properties, except for such violations or noncompliance that would not 
reasonably be expected to have a material adverse effect on the business, 
financial condition or results of operations of the Company and its 
Subsidiaries, taken as a whole.  Except as listed on Schedule 2.12(a), all 
permits, concessions, grants, franchises, licenses and other governmental 
authorizations and approvals for the conduct of the businesses of the Company 
and the Subsidiaries as they are presently conducted have been duly obtained 
and are in full force and effect, except for such permits, concessions, 
grants, franchises, licenses and other governmental authorizations and 
approvals that the failure to obtain or be in full force would not reasonably 
be expected to have a material adverse effect on the business, financial 
condition or results of operations of the Company and its Subsidiaries, taken 
as a whole.

          (b)    Other than as set forth on Schedule 2.12(b), the Company, 
each of the Subsidiaries and the Trust is in compliance in all material 
respects with, and has not received any notice of deficiency or non-compliance 
with, the Securities Act of 1933, as amended (the "Securities Act"), the 
Exchange Act, the Investment Company Act, the Investment Advisers Act, state 
securities laws to the extent that such acts and state securities laws apply 
and the rules and regulations thereunder and the rules and regulations of the
National Association of Securities Dealers, Inc.  Since September 30, 1992
neither the Company nor any of the Subsidiaries has been enjoined, indicted,
convicted or made the subject of disciplinary proceedings, consent decrees or
administrative orders on account of any violation of the Securities Act, the
Exchange Act, the Investment Company Act or the Investment Advisors Act or
state securities laws.

          (c)    Schedule 2.12(c) contains a complete listing of each of the 
investment advisory firms that manage portfolios of the Trust.

          2.13   Properties and Assets. (a) Each of the Company and its 
Subsidiaries has good and marketable title to all properties and assets, real, 
personal, tangible and intangible, including, but not limited to, the Owned 
Intellectual Property as defined below, owned by it, free and clear of all 
Liens, except Liens incurred in the ordinary course of business.

          (b)    Except as set forth on Schedule 2.13(b), each of the Company 
and its Subsidiaries has good and marketable title to all properties and 
assets, real, personal, tangible and intangible reflected in the December 31, 
1995 GAAP Statement or acquired after December 31, 1995, except for property 
or assets disposed in the ordinary course of business after December 31, 1995,
and except for such deficiencies as would not, individually or in the
aggregate, reasonably be expected to have a material adverse effect on the
business, financial condition or results of operations of the Company and the
Subsidiaries, taken as a whole.

          (c)    Except as set forth on Schedule 2.13(c), there are no assets 
or property (whether, real, personal, tangible or intangible) used on the date
hereof by the Company or the Subsidiaries or necessary for the conduct of
their respective businesses which are owned, in whole or in part, by the
Seller or any of its Affiliates (including Bankers Trust and Bankers Trust
(Delaware) or any of their respective Subsidiaries or Affiliates), other than
the assets shown on Schedule 4.2.8 which shall be transferred to Golden
American or before the Closing Date.

          2.14   Intellectual Property. (a) Schedule 2.14(a) sets forth a 
complete and correct list of all patents, trade names, trademarks, service 
marks, copyrights (including computer software other than generally available 
off-the-shelf computer software) or applications therefor, trade secrets and
confidential business or technical information (the "Intellectual Property")
owned by the Company or one of its Subsidiaries and used in the conduct of
their respective businesses (the "Owned Intellectual Property"), provided,
however, that Owned Intellectual Property shall include, but Schedule 2.14(a)
need not disclose, trade secrets or confidential business or technical
information.

          (b)    Schedule 2.14(b) sets forth a complete and correct list of all 
written or oral licenses and arrangements, (i) pursuant to which the use by any 
person of Intellectual Property is permitted by the Company or any of its 
Subsidiaries and (ii) pursuant to which the use by the Company or any of its 
Subsidiaries of Intellectual Property is permitted by any person (collectively, 
the "Intellectual Property Licenses").  The Company has made available to the 
Purchaser complete and correct copies of all such Intellectual Property 
Licenses.  Each of the Intellectual Property Licenses is in full force and 
effect, has not been terminated or is in default (or with notice or lapse of 
time or action by a third party would be in default) is valid and enforceable 
by the Company or any of the Subsidiaries, as applicable, in accordance with 
its terms and is free from set-off, counterclaim or defense.  The Owned 
Intellectual Property and the Intellectual Property Licenses constitute all 
the Intellectual Property material to the conduct of the business.

          (c)    To the knowledge of Seller, the conduct of the business does 
not infringe the rights of any third party in respect of any Intellectual
Property, except as set forth on Schedule 2.14(c).  To the knowledge of the
Seller, none of the Owned Intellectual Property is being infringed by third
parties.

          (d)    Except as set forth on Schedule 2.14(d), there is no claim 
or demand of any person pertaining to, or any proceeding which is pending or, 
to the knowledge of the Seller, threatened, that challenges the rights of the 
Company or any of its Subsidiaries in respect of any Owned Intellectual 
Property or Intellectual Property License, or that claims that any default 
exists under any Intellectual Property License, which, individually or in the
aggregate, could reasonably be expected to have or result in a material
adverse effect.

          (e)    To the knowledge of Seller, none of the Owned Intellectual 
Property or the Intellectual Property Licenses is subject to any outstanding 
order, ruling, decree, judgment or stipulation by or with any court, tribunal,
arbitrator, or other Governmental Authority.

          (f)    None of the Owned Intellectual Property has been registered 
with, filed in or issued by, as the case may be, the United States Patent and
Trademark Office and United States Copyright Office or other filing offices,
domestic or foreign.

          2.15   Employee Benefit Plans. (a) Schedule 2.15(a) contains a 
complete and correct list of each material pension, retirement, profit sharing, 
stock bonus, deferred compensation, medical, hospitalization, dental, vision 
or other health, life insurance, disability, accident insurance, severance,
termination or other employee benefit plan, program or arrangement currently
maintained by the Company, any of the Subsidiaries or any other trade or
business, whether or not incorporated, that is treated as a single employer
together with the Company (each such trade or business referred to as an
"ERISA Affiliate") for the benefit of the employees of the Company or any of
the Subsidiaries (the "Plans"), including, without limitation, each "employee
benefit plan" within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").

          (b)    Each Plan is in compliance with ERISA and the Code, including 
the provisions of Section 4980B of the Code and the reporting and disclosure
requirements of Title I of ERISA, except for such instances of noncompliance
as would not, individually or in the aggregate, reasonably be expected to
have a material adverse effect on the business, financial condition or
results of operations of the Company and its Subsidiaries taken as a whole.
Each Plan intended to be qualified under Section 401(a) of the Code has 
received a favorable determination letter covering the Tax Reform Act of 1986
from the Internal Revenue Service as to its qualification under the Code and,
to the Seller's knowledge, no amendment to the Plan has been adopted since
the date of such determination letter that could adversely affect such
qualification.  Neither the Company nor any of the Subsidiaries has engaged
in a transaction in connection with which the Company or any of the
Subsidiaries would be subject to either a civil penalty assessed pursuant to
Section 502(i) of ERISA or a tax imposed pursuant to Section 4975 of the
Code.  There are no material pending or, to the Seller's knowledge, threatened 
claims by any employee of the Company or any of the Subsidiaries involving any 
such Plan (other than routine claims for benefits).  No Plan is a 
multiemployer plan (as defined in Section 4001(a)(3) of ERISA).  The sale
of the Company and its Subsidiaries to the Purchaser will not result in any
liability under Section 4062(e) or Section 4063 of ERISA to the Company, its
Subsidiaries or the Purchaser.  As of the Closing Date, all material
contributions payable by the Company and the Subsidiaries to the Plans that
are required under applicable law to have been paid to such Plans have been
made or accrued with respect to each Plan.  As of the Closing Date, except as
required by Section 4980B of the Code or disclosed on Schedule 2.15(a), there
are no medical or other insurance welfare benefits provided to current or
future retirees or former employees (including their dependents) of the
Company or the Subsidiaries, other than any such benefits that may be
provided pursuant to the Plans.

          2.16   Full Disclosure.  No representation or warranty by the Seller 
in this Agreement and no statement contained in any Schedule or any 
certificate required to be delivered by the Seller pursuant hereto contains 
or will at the Closing contain any untrue statement of a material fact or omits 
or will at the Closing omit to state a material fact required to make the 
statements herein or therein, in light of the circumstances under which they 
were made, not misleading.
          
          2.17   Exchange Agreement Obligations. (a) Except as set forth on 
Schedule 2.17(a), neither the Company nor the Subsidiaries has any obligation 
or liability to Mutual Benefit Life Insurance Company in Rehabilitation 
("Mutual Benefit") or MBL Variable, Inc. which were entered into in connection 
with the Exchange Agreement, dated May 19, 1992, among Samuel F. Fortunato, as
Rehabilitator of Mutual Benefit, MBL Variable, Inc., Golden American, DSI and
Bankers Trust (the "Exchange Agreement") and the acquisition by Bankers Trust
of Golden American and DSI thereunder, except for obligations expressly set
forth in the Exchange Agreement and the amendment thereto referred to in
paragraph (b) of this Section 2.17 and obligations in connection with (i) the
7.50% Adjustable Principal Note due 1997 (the "7.50% Note"), (ii) the
Security Agreement, dated September 30, 1992 between Golden American and
Samuel F. Fortunato, as Rehabilitator of Mutual Benefit (the "Security
Agreement") and (iii) the Escrow Agreement, dated September 30, 1992 among
Golden American, Bankers Trust Company, Samuel F. Fortunato, as Rehabilitator
of Mutual Benefit and Chemical Bank (the "Escrow Agreement").

          (b)    Prior to the date of this Agreement, the Seller has delivered 
to the Purchaser a true and correct copy of the Exchange Agreement and the 
Order entered by the Superior Court of New Jersey, Chancery Division, Mercer
County, dated August 5, 1992 (the "Order"), approving the Exchange Agreement
and the transactions contemplated thereby.  The Exchange Agreement is in
effect and has not been modified, except by Amendment No. 1 to Exchange Agree-
ment, dated August 26, 1992, a true and correct copy of which has been
provided to the Purchaser.  To the Seller's knowledge, the Order has not been
revoked, suspended or modified.

          (c)    To the knowledge of the Seller, there has not been a material
inaccuracy or breach of the representations and warranties made by Mutual
Benefit to Bankers Trust under the Exchange Agreement.

          3.     Representations and Warranties of the Purchaser.  The 
Purchaser represents and warrants to the Seller as follows:

          3.1    Organization, Standing, etc., of the Purchaser; Authority for
Agreements.  The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Iowa.  Subject to
satisfaction of the conditions set forth in Section 4.1, the Purchaser has
full legal right, power and authority to enter into this Agreement, to
perform its obligations hereunder and to consummate the transactions provided
for herein.  The execution, delivery and performance of this Agreement have
been duly authorized by the Purchaser's Board of Directors, which constitutes
all necessary corporate action on the part of the Purchaser for such
authorization.  This Agreement has been duly executed and delivered by the
Purchaser and constitutes the valid and binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium or similar laws from time to time in effect which affect
creditors' rights generally and by legal and equitable limitations upon the
availability of specific performance as a remedy.

          3.2    No Conflicts; Consents and Approvals. (a) Subject to 
satisfaction of the conditions set forth in Section 4.1, the execution, 
delivery and performance by the Purchaser of this Agreement will not result 
in any violation of (i) any charter or by-law provision of the Purchaser (ii) 
any contract, indenture or other agreement to which it is a party or (iii) 
any law, regulation or order of any governmental authority or agency having 
jurisdiction over the Purchaser.

          (b)    No consent, license, approval, order or authorization of, or
registration, filing or declaration with, any governmental authority is
required to be obtained or made by the Purchaser, and no consent of any third
party is required to be obtained by the Purchaser, in connection with its
execution, delivery and performance of this Agreement, the purchase of the
Shares and payment of the Purchase Price, except for (i) filings with respect
to the HSR Act, to the extent required, (ii) the approval of the Commissioner
of Insurance of the State of Delaware and, if there exists on the Closing
Date a direct or indirect subsidiary of the Company which is a New York stock
life insurance company, the approval of the Superintendent of Insurance of
the State of New York, in each case, pursuant to the insurance holding
company acts of such jurisdictions, and the approval, if any required, of the
Commissioner of Insurance of the State of California and (iii) consents the
absence of which would not have a material adverse effect on the ability of
the Purchaser to consummate the transactions contemplated by this Agreement.

          3.3    Purchase for Investment.  The Purchaser is acquiring the 
Shares for its own account for investment and not with a view to any 
distribution thereof within the meaning of the Securities Act.

          3.4    Financial Ability to Perform.  The Purchaser has currently 
available cash funds or lines of credit sufficient to consummate the 
transactions contemplated by this Agreement.

          3.5    Litigation.  There is no action, proceeding, investigation or 
inquiry pending or, to the knowledge of the Purchaser, threatened against the
Purchaser which questions the validity of this Agreement or the ability of
the Purchaser to consummate the transactions contemplated by this Agreement.

          3.6    Brokers.  The Purchaser has not employed any finder, broker, 
agent or other intermediary in connection with the negotiation of this 
Agreement or the consummation of the transactions contemplated hereby.

          4.     Conditions to Closing.

          4.1    Conditions to the Obligations of All Parties.  The obligations 
of the Purchaser and the Seller to consummate the transactions contemplated 
hereby at the Closing are subject to the fulfillment (or waiver by the 
Purchaser or the Seller as the case may be), at or prior to the Closing, of the 
following conditions:

          (a)    there shall not be in effect any injunction, writ, temporary
     restraining order or any order issued by any court or governmental agency
     restraining or prohibiting the consummation of the transactions 
     contemplated by this Agreement;

          (b)    there shall not be pending or known to be threatened any 
     action, proceeding or investigation by any governmental agency seeking as 
     to any party hereto any such injunction, writ, temporary restraining 
     order or other such order;

          (c)    the approvals referred to in Sections 2.5(b) and 3.2(b), to 
     the extent required to be obtained prior to the Closing, shall have been 
     obtained and such approvals shall not be subject to conditions which are 
     unreasonably burdensome to the Seller or the Purchaser or their respective 
     affiliates, as the case may be; and

          (d)    all applicable waiting periods under the HSR Act shall have 
     terminated or expired and no objection shall have been made to the 
     transaction by either the Federal Trade Commission or the Department of 
     Justice.

          4.2    Conditions to Obligation of the Purchaser.  The obligation of 
the Purchaser to consummate the transactions contemplated hereby at the 
Closing is subject to the fulfillment, or waiver by the Purchaser, at or prior 
to the Closing, of the following conditions:

          4.2.1  Accuracy of Representations and Warranties.  The 
representations and warranties of the Seller contained in this Agreement shall 
be true and correct at and as of the Closing, except as affected by the 
transactions contemplated hereby, and each of the persons named in Section 
9.12 shall have delivered to Purchaser a certificate, dated the Closing Date, 
to the effect that, to his actual knowledge, the representations and 
warranties of the Seller contained in this Agreement are true and correct at 
and as of the Closing, except as affected by the transactions contemplated 
hereby.

          4.2.2  Performance.  The Seller shall have duly performed and 
complied, and shall have caused the Company and the Subsidiaries to duly 
perform and comply, in all material respects with all terms, agreements and 
conditions required by this Agreement to be performed or complied with by 
them prior to or at the Closing.

          4.2.3  Certificates of Fulfillment of Conditions.  The Seller shall 
have delivered to the Purchaser a certificate, dated the Closing Date, signed 
in its name by a duly authorized officer, to the effect that it has duly
performed and complied with, and has caused the Company and the Subsidiaries
to perform and comply with, the conditions set forth in Sections 4.2.1 and
4.2.2.

          4.2.4  Opinions of Counsel.  The Purchaser shall have received 
opinions from Debevoise & Plimpton, counsel to the Seller, and from internal 
counsel to the Seller, dated the Closing Date, in form and substance 
reasonably satisfactory to the Purchaser.

          4.2.5  Resignations.  The directors of the Company and each of the
Subsidiaries and the trustees of the Trust who are "interested persons", as
defined in the Investment Company Act, of the Trust and governors of Separate
Account D who are "interested persons", as defined in the Investment Company
Act, of Separate Account D specified in a notice delivered by the Purchaser
to the Seller at least five days prior to the Closing shall have submitted
their resignations from the Boards of Directors of the Company and each of
the Subsidiaries and the Trust and the governors of the Separate Account D,
as the case may be, effective as of the Closing Date.

          4.2.6  Guarantee.  The Purchaser shall have received a guarantee 
from Bankers Trust, dated the Closing Date and substantially in the form of 
Exhibit 1 hereto, guaranteeing the obligations of the Seller under this 
Agreement.

          4.2.7  Material Adverse Change. Since the date hereof, there shall 
have been no material adverse change in the business, financial condition, 
results of operations or prospects of the Company and the Subsidiaries taken 
as a whole, and there shall have been delivered to the Purchaser a certificate 
to such effect dated the Closing Date and signed by the chief executive 
officer and executive vice president of the Company and each of the 
Subsidiaries.

          4.2.8  Transfer of Assets.  The assets shown on Schedule 4.2.8 shall 
have been transferred to Golden American, free and clear of all Liens, and 
without any additional consideration paid or payable by the Purchaser, the 
Company or the Subsidiaries, pursuant to customary transfer documents 
reasonably satisfactory to the Purchaser.

          4.3    Conditions to Obligation of the Seller.  The obligation of 
the Seller to consummate the transactions contemplated hereby at the Closing 
is subject to the fulfillment or waiver by the Seller, at or prior to the 
Closing, of the following conditions:

          4.3.1  Accuracy of Representations and Warranties.  The 
representations and warranties of the Purchaser contained in this Agreement 
shall be true and correct at and as of the Closing, except as affected by the 
transactions contemplated hereby.

          4.3.2  Performance by the Purchaser.  The Purchaser shall have duly 
performed and complied in all material respects with all terms, agreements and
conditions required by this Agreement to be performed or complied with by it
prior to or at the Closing.

          4.3.3  Certificate of Fulfillment of Conditions.  The Seller shall 
have received a certificate, dated the Closing Date, signed in the Purchaser's
name by a duly authorized officer, to the effect that it has duly performed
and complied with the conditions set forth in Sections 4.3.1 and 4.3.2.

          4.3.4  Opinion of Counsel for the Purchaser.  The Seller shall have 
received opinions from Nyemaster, Goode, McLaughin, Voigts, West, Hansell & 
O'Brien, P.C., Des Moines, Iowa, and from Shaw, Pittman, Potts & Trowbridge, 
each acting as counsel to the Purchaser, dated the Closing Date, in form and
substance reasonably satisfactory to the Seller.

          4.3.5  Connecticut Arrangements.    The Purchaser shall have entered 
into a capital maintenance agreement with Golden American or provided other
substitute performance in a form satisfactory to the Insurance Commissioner
of the State of Connecticut (the "Connecticut Commissioner"), and Bankers
Trust shall have been released by the Connecticut Commissioner from any
obligation to provide capital support to Golden American.

          5.     Additional Covenants.

          5.1    Obligations of the Parties.  The Seller and the Purchaser 
shall, and the Seller shall cause the Company and the Subsidiaries to, (i) 
use their commercially reasonable efforts to consummate the transactions 
contemplated by this Agreement and (ii) apply for and diligently prosecute 
all applications for, and use their commercially reasonable efforts to obtain,
such consents, authorizations and approvals to permit the consummation of the
transactions contemplated by this Agreement.  In order to effect such 
transactions, the Purchaser agrees to file the application required by 
Section 3.2(b)(ii) no more than 15 days after the date hereof, and each of the 
Seller and the Purchaser agrees to file a Pre-Merger Notification Report form 
with respect to the HSR Act no more than 30 days after the date hereof.

          5.2    Regulatory Filings and Compliance. (a) Each of the parties 
hereto will furnish each other party hereto with such information as such 
party may reasonably request in connection with any application, notice or 
filing such party may be required to file for approval of the transactions 
contemplated hereby; and each of the parties hereto will cooperate with each 
other party to the extent such party may reasonably request, to enable such 
parties to obtain such approvals as promptly as practicable.

          (b)    Neither party shall file, and each party hereto shall cause 
its Affiliates not to file, any application, notice or filing relating to the
transactions contemplated by this Agreement with any governmental authority
or body without affording the other party hereto a reasonable opportunity to
review and comment on such application, notice or filing.

          5.3    Publicity.  Each of the parties hereto agrees that it shall 
not and shall not permit its respective Affiliates to make any public 
statement with respect to this Agreement or the transactions contemplated 
herein without the prior written consent (and approval of the contents thereof) 
of the other party hereto (which consent shall not be unreasonably withheld), 
unless such public statement is required by law, regulation or legal process 
or the rules or listing agreement of the New York Stock Exchange, Inc., in 
which case the party required to make such public statement shall, to the 
extent practicable, allow the other party reasonable time to review such 
statement prior to publication.

          5.4    Access and Information. (a) Through the Closing Date and upon
reasonable prior notice, the Seller will, and will cause the Company and the
Subsidiaries to, permit the Purchaser and its counsel, accountants and other
representatives reasonable access to the properties, books and records of the
Company and the Subsidiaries and will furnish to the Purchaser and its
counsel within a reasonable time after request therefor such information and
reports concerning such matters as the Purchaser and its counsel may reason
ably request.  All such information and documents obtained by the Purchaser
and its representatives shall be subject to Section 5.10 of this Agreement.
Prior to the Closing, with the prior consent of the Seller and accompanied by
Terry L. Kendall, or his designee, such consent not to be unreasonably
withheld, the Purchaser shall be entitled to contact Paine Webber, Smith
Barney, other distributors, reinsurers and other parties having business
relations with the Company, any of the Subsidiaries or the Trust to discuss
matters related to the Company and the Subsidiaries and transactions
contemplated by this Agreement.

          (b)    As soon as practical following the execution of this 
Agreement, Seller shall provide to Purchaser the unaudited internal balance 
sheet and income statement of the Company and its Subsidiaries on a 
consolidated basis with respect to the three (3) months ended March 31, 1996 
(the "Quarterly Statement").  Beginning with the month of April, 1996, the 
Seller will provide to the Purchaser, within 30 days after the end of each 
month, unaudited internal balance sheets and income statements for the Company 
and its Subsidiaries on a consolidated basis prepared with respect to such 
month (the "Monthly Statements").  Such Quarterly Statement and Monthly 
Statements shall be prepared on a basis consistent with that used in the 
preparation of previous internal statements and will not reflect any changes 
in accounting methods from the most recent year-end GAAP Statement.  
Notwithstanding the foregoing, it is understood that such Quarterly Statement 
and Monthly Statements will be prepared by using certain estimates which may 
differ from those required by GAAP.

          5.5    Conduct of Business Prior to the Closing.  Between the date 
hereof and the Closing, except as permitted or contemplated by this Agreement 
or as otherwise consented to by the Purchaser in writing, such consent not to 
be unreasonably withheld, the Seller shall take all actions necessary:

          (a)    to prevent the Company and the Subsidiaries from amending 
     their respective Articles of Incorporation or Bylaws, declaring any 
     dividend or making any other distribution with respect to their capital 
     stock, except for the payment of dividends by Golden American to the 
     Company on the Series A Preferred Stock in accordance with the Certificate 
     of Designations for such Series A Preferred Stock; redeeming or 
     purchasing their shares of capital stock; making any changes in their 
     authorized capital stock or issuing any securities or options or entering 
     into any arrangement or commitment with respect to their shares of 
     capital stock; incurring additional or new debt for borrowed funds, 
     except for additional amounts borrowed under the Revolving Credit 
     Agreement; mortgaging, pledging or subjecting to Liens any of the assets 
     of the Company or any of the Subsidiaries, except for Liens incurred in 
     the ordinary course of business; disposing of any assets except in the 
     ordinary course of business; other than in the ordinary course of
     business, consistent with past practice, granting any increase in the 
     rate of compensation of any officer of the Company, or any of the 
     Subsidiaries (other than any increase or severance or change of control 
     payments that is to be borne by Bankers Trust); instituting any New 
     Plans covering employees of the Company or the Subsidiaries; other than 
     as required by applicable law, amending the terms of any of the Plans 
     that apply to the employees of the Company or the Subsidiaries (other 
     than any amendments to such Plans that are Parent Plans and that apply 
     to employees of Bankers Trust generally); subject to Section 7.1, 
     terminating the participation of the Company and the Subsidiaries in any 
     Plan other than any such Parent Plan that is terminated as to Bankers 
     Trust; paying any liability other than current liabilities as they become 
     due; paying any principal indebtedness under the Revolving Credit 
     Agreement; making any loans or advances to officers, directors, 
     shareholders or employees other than routine advances for expenses 
     consistent with prior policy; releasing any material claims or waiving 
     any material rights; entering into, amending or terminating any material 
     contract except in the ordinary course of business; amending or changing 
     the terms of any material contract with any Affiliate of the Company or 
     the Subsidiaries so as to increase the cost of the service provided 
     under the contract; doing anything or omitting to do anything which may 
     cause a material breach of any material contract to which they may be a 
     party; guaranteeing any material obligation of any third party; entering 
     into any transaction other than in the ordinary course of business 
     consistent with past practice; introducing any method of accounting 
     inconsistent with that used in prior periods, except for inconsistencies 
     required by changes mandated by GAAP or SAP; doing anything or omitting 
     to do anything which may cause any of the Seller's representations and 
     warranties contained in this Agreement to become untrue, incorrect or 
     incomplete at or prior to Closing, and

          (b)    to cause the Company and the Subsidiaries to:

                 (i)    carry on their respective businesses in the ordinary 
          course in substantially the same manner in which they previously 
          had been conducted and, to the extent consistent with such business, 
          use reasonable efforts to preserve intact its present business 
          organization and to preserve its relationship with customers, 
          agents, brokers, investment advisers, distributors and others having 
          business dealings with them;

                 (ii)   maintain their respective books of account and records
          in their usual, regular and ordinary manner, consistent with past 
          practice;

                 (iii)  comply in all material respects with all applicable
          laws and regulations applicable to the Company and each of the 
          Subsidiaries or any of their respective properties; and

                 (iv)   with respect to any declarations in interest rates or 
          changes in commission rates for variable annuity products of Golden 
          American to be offered prior to the Closing Date, provide notice of 
          such declarations and changes to the Purchaser on the date such 
          changes are instituted.

          5.6    Non-Solicitation by the Purchaser.  Between the date hereof 
and the Closing, the Purchaser will not, and will not permit any of its 
Affiliates to, without the prior written consent of the Seller, hire, as an 
employee or consultant, or solicit the services of, any employee or former 
employee of the Seller, the Company or the Subsidiaries, provided that the 
Purchaser may, and may permit any of its Affiliates to, so hire or solicit 
such services after at least six months have elapsed since the termination of 
such former employee's services from the Seller, the Company or the 
Subsidiaries.   Between the date hereof and the Closing, the Purchaser will 
not (i) use, and will not permit any of its Affiliates to use, any of the 
lists of policyholders or contract holders of either of the Subsidiaries for 
any purpose other than the furtherance of the respective best interests of the
Subsidiaries and (ii) target any solicitation specifically to current or
former policyholders of the Subsidiaries.  If the parties terminate this
Agreement prior to the Closing, the Purchaser will continue to be bound by
the obligations set forth in this Section 5.6 for a period of 18 months from
the date of termination of this Agreement.

          5.7    Updating of Schedules.  From time to time prior to the Closing 
Date, the Seller shall amend or supplement the Schedules attached to this 
Agreement to reflect any events or developments that occur between the date 
hereof and the Closing Date and which would be required to be disclosed on 
such Schedules in order to make the representations and warranties of the 
Seller true and correct, provided, however, that no such amendment or 
supplement made by the Seller shall have any effect for the purpose of 
determining the satisfaction of the conditions to the obligation of the 
Purchaser hereunder or excuse the breach of a covenant of Seller hereunder, 
and if the Closing occurs, all such amendments or supplements made by the 
Seller prior to the Closing shall be deemed to have amended or supplemented 
the representations and warranties for all purposes hereunder.

          5.8    Mutual Benefit Transactions. (a) On or prior to the Closing 
Date, the Seller or the Seller's designee shall pay Golden American an amount 
equal to the excess of (i) funds held in escrow under the Escrow Agreement 
under the 7.50% Adjustable Principal Amount Note due 1997 issued by Golden 
American to Mutual Benefit (the "7.50% Note") over (ii) $438,636, the amount 
of the liability of Golden American under such Note that is carried on the 
1995 Golden American GAAP Statement and shall either prepay all remaining 
payments under the 7.50% Note or deliver to Golden American its irrevocable
undertaking in form and substance satisfactory to the Purchaser to make all
such payments as they become due.  In consideration of the foregoing, Golden
American shall irrevocably assign, pursuant to documentation in form and
substance satisfactory to Seller, to the Seller or the Seller's designee all
of Golden American's right to receive any payments from the escrow account
created under the Escrow Agreement.  At the Closing the Purchaser shall
deliver to the Seller or the Seller's designee a guarantee, in form and
substance satisfactory to the Seller, of Golden American's obligations under
such assignment and Seller shall deliver to Golden American, a full
indemnification, in form and substance satisfactory to Purchaser, with
respect to escrow fees and other obligations under the Escrow Agreement.

          5.9    Compliance with Investment Company Act Section 15. (a) The 
Purchaser acknowledges that the Seller has entered into this Agreement in 
reliance upon the benefits and protections provided by Section 15(f) of the 
Investment Company Act.  The Purchaser shall not take or fail to take, and 
shall cause the Company and the Subsidiaries not to take or fail to take, any 
action not contemplated by this Agreement that would have the effect, directly 
or indirectly, of causing the requirements of any of the provisions of Section 
15(f) of the Investment Company Act not to be met in respect of this Agreement 
and the transactions contemplated hereby.  The Purchaser shall conduct its 
business and shall, subject to applicable fiduciary duties, cause the Company 
and the Subsidiaries to conduct their respective businesses to assure that:

          (i)  for a period of three years after the Closing Date, at least
     75% of the members of the board of directors or trustees of each of the
     investment companies registered under the Investment Company Act and for
     which DSI acts as investment adviser or manager (each, a "Managed Fund") 
     and for which DSI or an Affiliate of DSI continues as the investment 
     adviser or manager after the Closing Date, are not (A) "interested 
     persons" of the investment adviser or manager of such Managed Fund after 
     the Closing, or (B) "interested persons" of the present investment 
     adviser or manager of such Managed Fund; and

         (ii)  there is not imposed on any of the Managed Funds an "unfair
     burden" as a result of the transactions contemplated by this Agreement, 
     any payments in connection therewith or any arrangements or understandings
     applicable thereto.

          (b)    After the Closing Date, the Purchaser shall, and shall cause 
the Company, the Subsidiaries and its Affiliates to, subject to applicable
fiduciary duties, use their respective commercially reasonable efforts to
encourage and assist each of the Managed Funds and their respective Boards of
Directors or trustees to conduct the business of such Managed Funds in
accordance with this Section 5.9.

          (c)    The terms used in quotations in this Section 5.9 shall have 
the meanings set forth in Section 15(f) or Section 2(a)(19) of the Investment
Company Act.

          (d)    For a period of three years from the Closing Date, the 
Purchaser will not, and will not permit the Company or the Subsidiaries to, 
voluntarily engage in any transaction which would constitute an assignment of 
any investment advisory contract with any Managed Fund to which the Purchaser,
the Company or the Subsidiaries is a party without first obtaining a covenant
in all material respects the same as that contained in this Section 5.9.

          (e)    Notwithstanding the foregoing, the Purchaser shall not be 
required to comply with the conditions of Section 15(f) of the Investment 
Company Act if the Purchaser and Seller are otherwise granted an exemption 
from the provisions of Section 15(f) of the Investment Company Act with 
respect to this transaction by the Securities and Exchange Commission, or if 
the Staff of the Securities and Exchange Commission agrees not to recommend 
enforcement action against the Purchaser or Seller if the Purchaser does not 
comply with certain provisions of Section 15(f) of the Investment Company Act 
with respect to this transaction, provided that any such request to the 
Securities and Exchange Commission staff for no enforcement action relief 
shall be subject to the Seller's approval, which approval may not be 
unreasonably withheld.

          5.10   Confidentiality.  (a)  Neither the Purchaser nor any of its 
Affiliates shall, without the prior written consent of the Seller, disclose 
to any person any information (whether or not such information is in written 
form) concerning Bankers Trust, the Seller, the Company or the Subsidiaries 
which has been or will be furnished to the Purchaser by Bankers Trust, the 
Seller, the Company or the Subsidiaries, except as required by applicable law, 
regulation or legal process or the rules or listing agreement of the New York 
Stock Exchange, Inc. except that the Purchaser may disclose such information 
(i) to its and its Affiliates' directors, officers, employees (the 
"Employees"), and Affiliates and to the representatives of its or its 
Affiliates' financial, legal, actuarial, accounting or other advisors 
(collectively, the "Representatives") who have a need to know such information 
for purposes contemplated by this Agreement, provided that the Employees and 
the Representatives shall use such information solely for such purposes and 
the Representatives shall agree to keep such information confidential and to 
use such information solely for such purposes, (ii) if compelled by law or
regulation or any court or administrative order, provided that, the Purchaser
shall provide the Seller with prompt prior written notice of such requirement
so that the Seller may seek a protective order or other appropriate remedy,
provided further that, if the Seller is unable to obtain a protective order
or other appropriate remedy, the Purchaser shall furnish only that portion of
the information which the Purchaser has been advised by legal counsel is
legally required to be disclosed and shall use its best efforts to obtain
assurances that such information will be treated confidentially, (iii) if
such information at the time of disclosure or thereafter is generally
available to and known by the public (other than as a result of disclosure
directly or indirectly by the Purchaser, the Employees or the Representatives), 
(iv) if such information was available to the Purchaser on a non-confidential 
basis from a source other than Bankers Trust, the Seller, the Company or the 
Subsidiaries, provided that, the source of the information was not known by 
the Purchaser or its employees or Representatives to be bound by a 
confidentiality agreement with Bankers Trust, the Seller, the Company or the 
Subsidiaries or (v) if such information has been independently acquired or 
developed by the Purchaser without violating any of its obligations under 
this Agreement.

          (b)    The parties hereto agree that this Agreement supersedes the
Confidentiality Agreement entered into by the Purchaser on February 22, 1996,
and the parties further agree that the terms and provisions of this Agreement
shall apply retroactively to all information described in Section 5.10(a)
supplied to the Purchaser prior to the date hereof.  If this Agreement is
terminated, this Section 5.10 shall be in effect for a period ending on the
second anniversary of such termination date.  From and after the Closing
Date, this Section 5.10 shall apply for a period of two years and only to
information furnished to the Purchaser concerning Bankers Trust and the
Seller.

          5.11   Sublease.  Prior to the Closing, the Seller and the Purchaser 
shall agree on the terms of a mutually acceptable sublease in form and 
substance reasonably consistent with the terms and conditions of the lease in 
effect on the date hereof for the building premises presently occupied by 
Golden American as its principal offices in Wilmington, Delaware, a copy of 
which has been previously provided to the Purchaser or, if more favorable, on
rental payment terms applicable to Golden American and in effect as of March
31, 1996.  The parties shall cooperate to obtain any required consent of the
landlord.

          5.12   No Solicitation.  From and after the date hereof, neither 
Bankers Trust, Seller, the Company, any of the Subsidiaries nor any of their
respective affiliates, officers, directors, employees, representatives or
agents shall, directly or indirectly, encourage, solicit, initiate, engage or
participate in discussions with, or provide any information to, any
corporation, partnership, person or other entity or group other than the
Purchaser or its Affiliates (a "Third Party") concerning any sale of
securities, merger, sale of substantial assets, merger, consolidation,
liquidation, dissolution or similar transaction involving the Company or the
Subsidiaries.  Seller shall promptly inform the Purchaser of any inquiry
(including the terms thereof and the identity of the Third Party making such
inquiry) which it may receive in respect to any such acquisition transaction
and furnish the Purchaser a copy of such written inquiry.

          5.13   Affiliate Contracts.  Promptly following the date hereof, the
representatives of the Seller and the Purchaser shall meet to determine which
contracts or arrangements, whether oral or written, other than the Sublease,
between the Company or any of the Subsidiaries, on the one hand, and Bankers
Trust or any of its affiliates, on the other hand (the "Affiliate Services"),
should be terminated or continued after Closing.  Each Affiliate Service
contract or arrangement shall be automatically terminated, without liability
to either party, if the Purchaser has not requested, at least 30 days prior
to the Closing Date, that such contract or arrangement continue to be provided 
to the Company or any of the Subsidiaries after the Closing Date.  Subject to 
the foregoing, the Seller agrees to provide, or to cause its Affiliates to 
provide, to the Company and the Subsidiaries, Affiliate Services on the same 
terms as such Affiliate Services are provided to the Company and the 
Subsidiaries on the date hereof for a period not to exceed six months after 
the Closing Date, unless a longer term is agreed to by the Seller and the 
Purchaser.  Each arrangement to provide Affiliate Services shall be pursuant 
to a written agreement executed on or before the Closing Date.

          5.14   Non-Competition.  For a period of two years following the 
Closing Date, neither Bankers Trust nor any of its Affiliates shall engage 
directly or indirectly in the offer or sale to the public through Smith Barney 
or Paine Webber of variable annuities or variable life insurance contracts or
any similar products that are substantially similar to the products currently
being offered and sold by Golden American on the date hereof, it being
understood, however, that the provision of investment management, advisory,
custodial, data processing, voice response or other similar services by
Bankers Trust or any of its affiliates shall not constitute a direct or
indirect offer or sale of such products by Bankers Trust or its affiliates.

          5.15   New York Subsidiary. (a) Prior to the Closing, the Seller 
shall, and shall cause Golden American to, use its commercially reasonable 
efforts to license a newly-created subsidiary ("New York Golden") as a stock 
life insurance company in the State of New York with the authority to sell 
life insurance and annuities.

          (b)    Subject to Section 5.16, the Company and the Subsidiaries may 
take all necessary corporate actions, including, but not limited to, the 
making of capital contributions or the issuance of preferred stock, to ensure 
the appropriate capitalization of New York Golden.

          5.16   Capital Maintenance and Additional Borrowings. (a) Subject to 
the conditions set forth in this Section 5.16, Bankers Trust, or its 
affiliates, may make Capital Contributions (as defined below) to the Company 
and the Company may make Additional Borrowings (as defined below) (i) if 
required (A) by the Letter Agreement, dated September 30, 1992, between Golden 
American and Bankers Trust (B) by the capital maintenance agreement with the
Connecticut Commissioner, (C) as a condition to the licensing of New York
Golden or (ii) as otherwise appropriate to carry on the business of the
Company or the Subsidiaries.

          (b)    Prior to the Closing, Seller shall use its commercially 
reasonable efforts to cause the Company and the Subsidiaries to operate their 
businesses in order to minimize the amount of (i) capital contributions from 
Bankers Trust or any of its Affiliates to the Company, the Subsidiaries or 
New York Golden ("Capital Contributions") and (ii) additional borrowings under 
the Revolving Credit Agreement ("Additional Borrowings").  In furtherance of 
the foregoing, the Company will satisfy its need for capital and operating 
funds, first, by entering into the transactions contemplated by Section 5.8, 
and only thereafter, through Capital Contributions or Additional Borrowings.

          (c)    No Capital Contribution or Additional Borrowings shall be 
made without the prior written consent of the Purchaser, which consent shall 
not be unreasonably withheld.

          5.17   Investment Company Matters. (a) Within 45 days from the date 
hereof, the Purchaser shall notify the Seller of (i) the portfolio managers, 
if any, who have been designated by the Purchaser to replace Bankers Trust as 
the current Portfolio Managers of the Limited Maturity Bond Series and the 
Liquid Asset Series portfolios of the Trust and (ii) the person or persons, 
if any, who are "interested persons" as defined in the Investment Company Act, 
of the Purchaser, the Company or the Subsidiaries and who have been designated 
by the Purchaser to be elected to the Board of Trustees of the Trust or the
Board of Governors of Separate Account D.

          (b)    In connection with seeking the approvals required by Section
2.5(b)(iv), the Seller shall use commercially reasonable efforts to obtain,
conditionally subject to the Closing, the affirmative vote of the variable
annuity contract holders and variable life policyholders whose contracts and
policies are funded by investments in the Trust or Separate Account D, as the
case may be, (i) approving new portfolio management agreements with portfolio
managers, if any, designated by the Purchaser and (ii) electing the person or
persons, if any, designated by the Purchaser to the Board of Trustees of the
Trust or the Board of Governors of Separate Account D.

          (c)    All actions by the Purchaser pursuant to this Section shall 
be in accordance with the provisions of the Investment Company Act.

          5.18   Exchange Agreement Matters.  At the Closing, Bankers Trust 
shall deliver to the Purchaser, (i) a full release of Golden American and DSI 
from any obligations to Bankers Trust by reason of representations and 
warranties made pursuant to the Exchange Agreement or the sale of Golden 
American and DSI to Bankers Trust thereunder, (ii)  a full indemnification of 
Golden American with respect to the Security Agreement executed pursuant to 
the Exchange Agreement and (iii) partial assignment of Bankers Trust's right 
to seek indemnity from Mutual Benefit under the Exchange Agreement (but only 
to the extent necessary to enable Golden American or DSI to obtain such
indemnity based on a breach of a representation, warranty or covenant by
Mutual Benefit which results in loss, liability or damage to the Purchaser,
Golden American or DSI and without prejudice to Bankers Trust's rights to
indemnification by Mutual Benefit for losses of any nature, whether direct or
indirect, suffered by Bankers Trust) all of the foregoing to be in form and
substance satisfactory to Purchaser.

          5.19   Systems Transition.  At the expense of Purchaser, Seller and 
Purchaser shall cooperate prior to Closing to develop plans for the orderly 
integration of the information systems of Golden American and the Purchaser 
upon Closing; provided that such cooperation between Seller and Purchaser 
shall not unreasonably interfere with the conduct of the business of Seller.  
In the event Closing does not occur, Seller and Purchaser shall each return 
to the other all confidential information and software acquired in connection 
with such cooperation and neither party shall have any further right to use 
such information or software of the other.

          5.20   Licensing Matters.  Between the date hereof and the Closing 
Date, Seller shall use commercially reasonable efforts to cure the Florida and
Massachusetts licensing deficiencies identified in Schedule 2.1 (b) and shall
bear the costs of any fines or penalties (whenever incurred) resulting from
such deficiencies.

          5.21   Change of Name; Right to Use Certain Marks. (a)  On or prior 
to the Closing Date, Seller shall cause the Company to file a charter 
amendment, effective upon the Closing Date or within one day thereafter, 
changing the name of the Company to a name selected by the Purchaser (the 
"New Name"). The Purchaser shall notify Seller of the New Name not less than 
ten days prior to the Closing Date, and such New Name shall not include or be 
similar to any trademarks, logos, service marks, brand names or trade, 
corporate or business names employing the name "Bankers Trust" or any part or 
variation thereof, including the name "BT" or any trademarks, logos, service 
marks, brand names or trade, corporate or business names confusingly or 
misleadingly similar thereto (collectively, the "Seller's Marks").

          (b)  It is expressly agreed that the Purchaser is not purchasing or
acquiring any right (except as specifically contemplated in this Section
5.21), title or interest in the Seller's Marks.  To the extent the Seller's
Marks are used by the Company or its Affiliates on any materials constituting
their properties and assets, including any stationery, signage, invoices,
receipts, forms, packaging, advertising and promotional materials, product,
training and service literature and materials, software or like materials or
appear on the Company's inventory (including work-in-process and inventory on
order) at the Closing Date, as promptly as practicable, but in no event later
than 30 days following the Closing Date, the Purchaser shall, and shall cause
the Company and its Affiliates to, remove, strike over or otherwise
obliterate all the Seller's Marks from all such materials; provided that
nothing in this Section shall be construed to require the Purchaser or the
Company or its Affiliates to cause policyholders or contract or certificate
holders of Golden American to take any action with respect to property of the
Company or its Affiliates in the possession of any such policyholders or
contract or certificate holders; and, provided further, that Golden American
shall have the right to continue to use its existing policy forms, contracts
and certificates containing Seller's Marks for the time reasonably required
by Golden American to take any required regulatory action to change or refile
its policy forms, contracts and certificates to delete any reference to
Seller's Marks.  The Purchaser agrees than none of it, the Company or any of
its Affiliates shall make any use of the Seller's Marks after the expiration
of 30 days after the Closing Date; except as necessary to permit Golden
American a reasonable time to take any required regulatory action to change
or refile its policy forms, contracts or certificates to delete any reference
to "Seller's Marks."

          6.     Taxes.

          6.1    Tax Sharing.  Between the date hereof and the Closing, the 
Seller shall, and shall cause its Affiliates to, continue the current tax 
sharing agreements and arrangements in effect between the Seller and any 
Non-Company Affiliates, on the one hand, and the Company and the Subsidiaries 
on the other, including, without limitation, the current practice pursuant to 
which payments are made to the Company, on a quarterly basis, with respect to
Income Tax benefits generated by the Company and DSI.  Within 45 days after
the Closing Date, the Purchaser shall cause the Company to submit to the
Seller for its review a report setting forth the Company's computation of any
amounts payable and not previously paid pursuant to such arrangements with
respect to the tax period ending on the Closing Date, prepared (i) on a basis
consistent with that previously used in computing such amounts; (ii) without
regard to the consequences of the Section 338(h)(10) Elections; (iii) without
regard to tax deductions, if any, attributable to payments made or borne by
the Seller or any Non-Company Affiliates, including, without limitation, any
tax deductions attributable to payments to employees described in clause (F)
of Section 2.9 or Sections 5.5(a) or 7.2 of this Agreement and (iv) taking
into account any other appropriate adjustments agreed to by the Purchaser and
the Seller.  Any disagreement regarding such computation shall be resolved as
described in clause (c) of Section 6.3.   Subject to the resolution of any
disputes, Seller shall promptly pay to the Company (or the Company shall
promptly pay to the Seller) any amounts shown as due pursuant to such
computation.  Except as otherwise provided in this paragraph, on the Closing
Date, all Tax sharing agreements and arrangements between the Company or any
of the Subsidiaries, on the one hand, and the Seller or any of the Non-
Company Affiliates, on the other hand, shall be terminated and no additional
payments shall be made thereunder.

          6.2    Payments.  (a)  The Seller's Responsibility.  The Seller 
shall pay or cause to be paid (without duplication of amounts otherwise 
payable, and excluding any interest, penalties and additions to tax arising 
from any act or omission after the Closing by the Purchaser, the Company or 
any of the Subsidiaries if such act or omission was not caused by an act or 
omission of the Seller or any Non-Company Affiliate) (i) all federal Income 
Taxes payable with respect to the Company or any of the Subsidiaries reportable 
on any consolidated federal Income Tax Return of the consolidated group of 
which the Seller is a member (the "Seller's Group"), (ii) all state, local 
and foreign Income Taxes with respect to which the Company or any of the 
Subsidiaries has filed or is required to file pursuant to Section 6.3(a) a 
combined, consolidated or unitary state, local or foreign Income Tax Return 
with the Seller or any of the Non-Company Affiliates, payable with respect to 
the Company and such Subsidiaries for all periods ending on or prior to the
Closing Date, (iii)  all other Taxes payable by the Company or DSI with
respect to any tax period or portion thereof beginning after September 30,
1992 and ending on or before December 31, 1995, for which appropriate
reserves and accruals are not reflected on the financial statements for the
year ended December 31, 1995 provided to the Purchaser pursuant to in Section
2.6(a) of this Agreement; (iv) all other Taxes payable by the Company or DSI
with respect to any tax period beginning on or after January 1, 1996 and
ending on the Closing Date (or the period up to and including, without
limitation, the Closing Date for any such tax period beginning before and
ending after the Closing Date), for which appropriate reserves and accruals
are not reflected on the Monthly Statements provided to the Purchaser
pursuant to Section 5.4(b) of this Agreement; (v) all Taxes attributable to
the Section 338(h)(10) Elections (as defined in Section 6.7) for which Seller
is responsible pursuant to the first sentence of Section 6.7(d) of this
Agreement; and (vi) all Taxes for which the Company or any of the Subsidiaries 
may be held liable pursuant to Section 1.1502-6(a) of the Income Tax 
Regulations or pursuant to any similar provision of any state, local or
foreign law as a member of any Affiliated Group of which the Seller or any
Non-Company Affiliate is or was a member.  For purposes of clause (iv) above
and Section 6.7(d) any Taxes for a taxable period beginning before the
Closing Date and ending after the Closing Date shall be apportioned between
the portion of such period ending on the Closing Date and the portion of such
period beginning on the day immediately after the Closing Date based on the
actual activities of the Company and the Subsidiaries as determined from the
books and records of the relevant entity for such partial period, with
appropriate adjustments to ensure that the sum of the Tax amounts determined
for both portions of a period shall be equal to the amount of the Taxes for
the entire period.

          (b)  The Purchaser's Responsibility.  Subject to the obligations of
the Seller with respect to the Section 338(h)(10) elections described in
Section 6.7 below, the Purchaser shall pay or cause to be paid all Taxes
payable with respect to the Company or any of the Subsidiaries that are not
described as being the responsibility of the Seller in Section 6.2(a).

          6.3    Returns. (a) The Seller's Responsibility.  The Seller and the 
Purchaser shall cause the Company and the Subsidiaries, to the extent 
permitted by law, to join, for all taxable periods ending on or prior to the 
Closing Date, in (i) the consolidated federal Income Tax Returns of the 
Seller's Group and (ii) the combined, consolidated or unitary Tax Returns for 
state, local and foreign Income Taxes of or including the Seller or any 
Non-Company Affiliate with respect to which the Company or any of the 
Subsidiaries (x) filed such a return for the most recent taxable period for 
which a return has been filed prior to the Closing Date and may file such a 
return for subsequent taxable periods or (y) is required to file such a 
return.  The income, deductions and credits of the Company and such 
Subsidiaries for periods ending on or prior to the Closing Date shall be 
included in the consolidated federal Income Tax Returns of the Seller's Group 
and in such combined, consolidated and unitary Returns where applicable.  The 
Seller shall file, or cause to be filed, all other returns relating to the 
business or assets of the Company and the Subsidiaries required to be filed 
on or before the Closing Date.

          (b)    The Purchaser's Responsibility.  Subject to the provisions of 
Section 6.7, the Purchaser shall file, or cause to be filed, all Tax Returns 
relating to the business or assets of the Company and the Subsidiaries other 
than those returns described as the responsibility of the Seller in Section 
6.3(a).  The income, deductions and credits of the Company and the 
Subsidiaries, other than those required to be included in the returns
described in Section 6.3(a), shall be included in the returns described in
the immediately preceding sentence, including, without limitation, (i) items
for periods ending on or prior to the Closing Date with respect to Income
Taxes that are not required to be included in combined, consolidated or
unitary returns or in returns required to be filed on or before the Closing
Date pursuant to Section 6.3(a) and (ii) all items for periods beginning
after the Closing Date.

          (c)    Cooperation.  The Seller and the Purchaser shall and shall 
cause their respective Affiliates to, as and to the extent reasonably 
requested by the other party, cooperate in connection with the filing of Tax 
Returns and the conduct of Tax audits. Such cooperation shall include the 
retention for a period of at least 5 years following the Closing Date and 
(upon the request and at the expense of another party) the provision of tax 
records and information which are reasonably relevant to the filing of Tax 
Returns or any audit, litigation or other proceeding relating thereto.  After 
the Closing Date each Income Tax Return and report (including, without 
limitation, any amended return) prepared or caused to be prepared by the 
Purchaser, the Company or any of the Subsidiaries with respect to the Company 
or any of the Subsidiaries which relates to any period that includes days on 
or before the Closing Date shall be subject to pre-filing review by the Seller 
and, in the event of any disagreement between the Purchaser, on the one hand, 
and the Seller, the Company or any of the Subsidiaries, on the other hand, 
such disagreement shall be resolved by the national tax office of Ernst & 
Young LLP or another nationally recognized accounting firm mutually acceptable 
to the Seller and the Purchaser (the "Accountants"), and any such 
determination by the Accountants shall be final.  The fees and expenses of the 
Accountants shall be borne equally by the Purchaser and the Seller.  Unless 
otherwise agreed to by the parties, Tax Returns and reports subject to such 
pre-filing review shall be submitted by the Purchaser, the Company and the 
Subsidiaries to the Seller at least 45 days prior to the due date (including 
extensions) of such Tax Return or report and the Seller shall either complete 
its review or provide written comments on such Tax Return or report within 15 
days of receipt of such Tax Return or report.

          6.4    Refunds.  Subject to the provisions of this Section 6.4, (a) 
the Seller shall be entitled to retain, or receive immediate payment from the
Company or the Purchaser of, any refund or credit with respect to Taxes
(including, without limitation, refunds and credits arising by reason of
amended Returns filed after the Closing Date), plus any interest received
with respect thereto from the applicable taxing authorities, relating to the
Company or any Subsidiary that are described as being the responsibility of
the Seller in Section 6.2(a), and (b) the Purchaser or the Company shall be
entitled to retain, or receive immediate payment from the Seller of, any
refund or credit with respect to Taxes, plus any interest received with
respect thereto from the applicable taxing authorities, relating to the
Company or any Subsidiary that are described as being the responsibility of
the Purchaser in Section 6.2(b), provided that neither the Company nor any
Subsidiary shall elect to carry back any item of loss, deduction or credit
from a return described as being the responsibility of the Purchaser in
Section 6.3(b), to a return described as being the responsibility of the
Seller in Section 6.3(a) (other than the last sentence thereof), and the
Purchaser shall indemnify and hold the Seller and its Affiliates harmless
from and against any loss attributable to any such carry back election,
including, without limitation, any loss of use of foreign tax credits
attributable to any such carry back election.  The Purchaser and the Seller
shall cooperate, and the Purchaser shall cause the Company and the
Subsidiaries to cooperate with the Seller, with respect to claiming any
refund or credit with respect to Taxes referred to in this Section 6.4.  Such
cooperation shall include providing all relevant information available to the
Seller or the Purchaser (through the Company or otherwise), as the case may
be, with respect to any such claim; filing and diligently pursuing such claim
(including by litigation, if appropriate); paying over to the Seller or the
Purchaser, as the case may be, and in accordance with this provision, any
amount received by the Purchaser (or the Company or any of the Subsidiaries)
or the Seller or its Affiliates, as the case may be, with respect to such
claim; and, in the case of the party filing such a claim, consulting with the
other party prior to agreeing to any disposition of such claim, provided that
the foregoing shall be done in a manner so as not to interfere unreasonably
with the conduct of the business of the parties.  The party that is to enjoy
the economic benefit of a refund under this Section 6.4 shall bear the out-of-
pocket expenses of the other party reasonably incurred in seeking such
refund.

          6.5    Audits and Other Proceedings.  Following the Closing Date, 
the Seller shall, and shall be furnished by the Purchaser, the Company or a 
Subsidiary, as the case may be, with powers of attorney, or any other document 
or authorization necessary or appropriate to enable it to, control the conduct 
of all stages of any audit or other administrative or judicial proceeding with
respect to Taxes for which the Seller is liable pursuant to Section 6.2(a) or
Section 6.7 and the Purchaser shall control the conduct of all other audits
or administrative or judicial proceedings with respect to the Tax liability
of the Company and the Subsidiaries for any tax period or portion thereof.
Subject to such control:

          (i)    With respect to any audit or other proceeding that it
     controls, the Seller (x) shall give prompt notice to the Purchaser of 
     any Tax adjustment proposed in writing pursuant to any audit or other 
     proceeding controlled by the Seller with respect to the assets or 
     activities of any of the Company or the Subsidiaries, (y) upon the 
     Purchaser's reasonable request shall discuss with the Purchaser and the 
     Purchaser's tax advisors the position that it intends to take regarding 
     any issue concerning such assets or activities, and (z) shall not, and 
     shall not permit any of its Affiliates to, enter into any settlement or 
     agreement in compromise of any proposed adjustment which purports to bind 
     the Purchaser, the Company or any Subsidiary with respect to any Tax 
     period ending after the Closing Date without the express written consent 
     of the Purchaser, which consent shall not be unreasonably withheld, and

          (ii)   The Purchaser (x) shall give prompt notice to the Seller of
     the commencement of any audit or other proceeding which could reduce the
     amount of any net operating losses, net capital losses, tax credits or 
     other federal, state or local tax benefits (or any carryforwards of such 
     amounts) available to the Company or any Subsidiary as of the Closing 
     Date or could give rise to a claim for payment against the Seller under 
     this Agreement; (y) with respect to any audit or proceeding controlled by 
     the Purchaser, shall afford the Seller and its tax advisors a reasonable 
     opportunity to participate in the conduct of any administrative or 
     judicial proceeding regarding a proposed adjustment described in clause 
     (x) above including, without limitation, the right to participate in 
     conferences with taxing authorities and submit pertinent material in 
     support of the Seller's position, and (z) shall not, and shall not 
     permit any of its Affiliates to, accept any proposed adjustment or enter 
     into any settlement or agreement in compromise which would result in the 
     reduction of any tax benefit or carryforward described in Clause (x) 
     above or in a claim for indemnification against the Seller pursuant to 
     this agreement without the Seller's express written consent which shall 
     not be unreasonably withheld.

          6.6    Conduct of Business on the Closing Date.  Notwithstanding 
any other provision of this Agreement, the Purchaser shall be responsible for, 
and neither the Seller nor any of the Non-Company Affiliates shall bear, any
Taxes that arise due to the failure, following the Closing, of the Purchaser
to cause the Company and the Subsidiaries to carry on their business on the
Closing Date only in the ordinary course and in substantially the same manner
as heretofore conducted.

          6.7    Section 338(h)(10) Election.  The Seller and the Purchaser 
shall make and shall cause their respective Affiliates to make a joint election 
pursuant to Section 338(h)(10) of the Code (and any corresponding provision of 
state or local law) with respect to the purchase and sale of the Company and 
each of the Subsidiaries hereunder (the "Section 338(h)(10) Elections") in the
manner described in this Section 6.7.

          (a)    Not less than 30 days prior to the Closing Date, the Purchaser 
shall provide to the Seller a proposed allocation of the "modified aggregate 
deemed sales price" ("MADSP") for the deemed sale of assets resulting from the
making of the Section 338(h)(10) Elections with respect to the Company and
the Subsidiaries.  For purposes of such allocation (and for all other Tax and
accounting purposes of the Purchaser and Seller and their Affiliates), the
Purchase Price (and any liabilities of the Company and the Subsidiaries taken
into account for purposes of determining MADSP) shall be allocated among the
Company and the Subsidiaries in accordance with Schedule 6.7 hereto.  If the
Seller does not object within 10 business days after its receipt of the
Purchaser's proposed allocation, such allocation shall be treated as the
agreed final allocation.  If the Seller objects in writing to the Purchaser's
proposed allocation within 10 business days after the receipt thereof, the
Purchaser and the Seller shall use their best efforts to agree on an
allocation.  If the parties cannot, within 5 business days, agree to an
allocation, such disagreement shall be resolved by the Accountants, provided
that any such dispute shall be resolved in favor of the Purchaser unless the
Accountants determine (i) that the allocation has not been prepared in a
manner consistent with Schedule 6.7 hereto or (ii) that there is no
reasonable basis for the Purchaser's position.  Following the resolution of
any such dispute, such allocation shall be the final agreed allocation.

          (b)    On or before the Closing Date, the Seller and the Purchaser 
shall execute and shall cause their respective appropriate Affiliates to 
execute with respect to the Company and each of the Subsidiaries four (4) 
copies of (i) Internal Revenue Service Form 8023-A, including all attachments, 
and any comparable election forms required under relevant state or local law 
(the "Election Forms") prepared in a manner consistent with the final agreed
allocation, and, in all other ways satisfactory in form and substance to the
Seller and the Purchaser.  Such forms shall be filed with the Internal
Revenue Service and any other appropriate taxing authority not less than 60
days before the last date for the filing thereof or, if earlier, not less
than 30 days prior to the due date for filing the Final Return (including any
available automatic extensions).  Prior to the filing of such Election Forms,
the Seller and the Purchaser agree and shall cause their respective
Affiliates to agree to cooperate (i) in the preparation of revised
attachments to such Election Forms and to make any corrections, amendments or
supplements thereto which are mutually acceptable to the parties and may be
required by law or otherwise necessary to complete the making of the Section
338(h)(10) Elections and (ii) to prepare and timely file any additional forms
or attachments as may be required under state or local law to make any
comparable elections thereunder.

          (c)    Except as otherwise provided in clause (b) above, the 
Purchaser, Bankers Trust and the Seller shall not take, and shall not permit 
any of their Affiliates to take, any action to modify the Election Forms 
following the execution thereof, or to modify or revoke the Section 338(h)(10)
Elections following the filing of the Election Forms, without the written
consent of the other.  The Purchaser, Bankers Trust and the Seller shall, and
shall cause their respective Affiliates to, prepare and file all Tax and
financial returns, reports and declarations in a manner consistent with the
information contained in the Election Forms as filed, including the final
agreed allocation, unless otherwise required by a change in Tax law or
financial reporting requirements.

          (d)    Notwithstanding any other provision of this Agreement, the 
Seller shall be responsible for, and shall indemnify and hold harmless 
Purchaser and its Affiliates (including the Company and the Subsidiaries) 
from and against, all Taxes of the Seller, the Company, the Subsidiaries or 
any Affiliated Group, arising in any taxable period that includes the Closing 
Date, that result from the deemed sales of assets occurring as a result of the 
making of the Section 338(h)(10) Elections.  Notwithstanding any other 
provision of this Article 6, the Seller shall prepare the final Tax Return 
(as defined in Treas. Reg. 1.338-1(c)(6)), or any comparable provision of 
state or local law (the "Final Return") of Golden American for the tax period 
ending on the Closing Date.  Each Final Return shall be prepared in a manner 
that is consistent with the requirements of Treas. Regs. 1.338(h)(10) and is
otherwise consistent with the last previous returns filed in respect of
Golden American.  Each Final Return shall be subject to pre-filing review by
the Purchaser and any disagreement shall be resolved as described in clause
(c) of Section 6.3, provided that any dispute regarding the reporting of the
consequences of the Section 338 (h)(10) Elections shall be resolved in favor
of the Seller unless the Accountants shall determine that (i) such reporting
is not consistent with the Election Forms or the final agreed allocation, or
(ii) there is no reasonable basis for the Seller's position.  Prior to the
due date for the filing of such Final Return, the Seller shall pay to Golden
American an amount equal to all Taxes reported as due on such Final Return
that are attributable to the deemed sale of assets occurring as a result of
the Section 338(h)(10) Elections.  Subject to the pre-filing review described
above and the resolution of any disputes, Golden American shall execute and
file such Final Return as prepared by the Seller and, provided that it shall
have received from the Seller the amount described in the preceding sentence,
shall pay all Taxes shown as due thereon.  If the Seller determines that any
Taxes shown as due on the Final Return are not attributable to the deemed
sale of assets occurring as a result of the Section 338(h)(10) Election, the
Seller shall, at the time it provides the Final Return to the Purchaser for
its review, submit to the Purchaser a report setting forth its computation of
such amounts.  For purposes of this computation and for purposes of
determining the Seller's responsibility for Taxes under the first sentence of
this Section 6.7(d), any carryforwards of net operating losses, net capital
losses or other tax benefits that are available to Golden American for its
taxable year that includes the Closing Date shall be used first to offset any
income or gains for the period beginning on January 1, 1996 and ending at the
close of business on the Closing Date (excluding any income or gains
attributable to the deemed sale of assets occurring as a result of the
Section 338(h)(10) Elections); and then to offset any income or gains
attributable to the deemed sale of assets occurring as a result of the
Section 338(h)(10) Elections.  If there are any adjustments to the income,
gains, deductions, losses or other tax items of Golden American for any
period beginning after September 30, 1992 and ending on the Closing Date (or
the period up to and including, without limitation, the Closing Date for any
such tax period, beginning before and ending after the Closing Date), or any
adjustment of Golden American's net operating losses, net capital losses, or
other tax benefit carryforwards as they are then applied, the computation
provided for in this Section 6.7(d) shall be revised and any additional Taxes
attributable to the deemed sale of assets occurring as a result of the
Section 338(h)(10) Elections resulting from such computations shall be paid
promptly by the Seller to the Purchaser.  Any dispute regarding the
computation of any amount payable pursuant to this Section 6.7 shall be
resolved in accordance with clause (c) of Section 6.3, as described above.
The Seller and the Purchaser agree that any amount paid by the Seller to the
Purchaser or Golden American pursuant to this paragraph (d) shall be treated
for all Tax and accounting purposes as an adjustment to the Purchase Price.

          6.8    Transfer Taxes. The Seller shall be responsible for and 
neither the Purchaser nor the Company shall bear any transfer taxes applicable 
to the conveyance, transfer and assignment of the Shares or for filing any 
forms or making any returns or complying with any procedures in connection 
therewith.

          7.     Employee Matters.

          7.1    Termination of Plan Participation.  The Seller and the 
Purchaser shall cause the active participation of the employees of the 
Company or any of the Subsidiaries in each Plan that is sponsored by an ERISA 
Affiliate (the "Parent Plans") to cease effective as of the Closing Date, and 
the Purchaser shall, and shall cause each of the Company and the Subsidiaries 
to, withdraw as a sponsor and/or participating employer in each such Parent 
Plan and otherwise take all actions necessary or appropriate to effectuate 
such cessation of participation.

          7.2    Participation in Plans of the Purchaser.  Effective as of the 
Closing Date, the Purchaser shall, and shall cause the Company and the 
Subsidiaries to, take all actions necessary or appropriate to cause each of 
the employees of the Company or any of the Subsidiaries to be eligible to 
participate and to become active participants in employee benefit and 
compensation plans, programs and arrangements established or maintained by the 
Purchaser (the "Purchaser Plans") which provide or make available employee 
compensation and benefits to such employees that are comparable in the 
aggregate to the employee compensation and benefits provided or made available 
to employees of the Purchaser and its affiliates at its home office in Des 
Moines, Iowa.  In connection therewith, the Purchaser shall cause each such 
Purchaser Plan (a) that is a welfare benefit plan to (x) recognize all out-of-
pocket expenses of each employee of the Company or any of the Subsidiaries 
recognized from and after January 1, 1996 and prior to the Closing Date under 
the Parent Plan that is a welfare benefit plan for purposes of determining 
each such employee's deductible and copayment expenses for calendar year 1996 
under the comparable Purchaser Plans and (y) waive any provision that would 
exclude coverage of a pre-existing condition of any such employee or any of 
his dependents or beneficiaries to the extent that, as of the Closing, any 
such condition of any such Person would not have been excluded under the pre-
existing condition exclusions of the comparable Parent Plan and (b) to
recognize the service of each employee of the Company or any of the
Subsidiaries with the Company or any of the Subsidiaries completed prior to
the Closing Date for all purposes under each such Purchaser Plan (other than
for purposes of accrual of benefits under any Purchaser Plan that is a
defined benefit plan) to the same extent such service was recognized as of
the Closing Date under the comparable Parent Plan.

          The Seller shall pay and be responsible for all "stay on bonuses"
and all severance benefits payable under existing arrangements to executive
officers of the Company following a change of control which are payable to
the employees by reason of any change of control resulting from the sale of
the Shares to the Purchaser.

          7.3    Qualified Defined Benefit Plans.  Effective as of the Closing, 
the Seller shall cause the accrued benefits of the employees of the Company and
the Subsidiaries under the Pension Plan of Bankers Trust New York Corporation
and Affiliates to become fully vested.

          7.4    Qualified Defined Contribution Plans. Effective as of the 
Closing, the Seller shall cause the account balances of the employees of the 
Company and the Subsidiaries under The Partner Share Plan of Bankers Trust New 
York Corporation and Affiliates to become fully vested.
          
          7.5    No Employment Rights.  Nothing in this Agreement shall confer 
upon any employee right to, or guarantee of, continued employment.

          7.6    Liabilities Under Parent Plans.  Except for contributions and 
other amounts payable by the Company or the Subsidiaries with respect to the
participation in a Parent Plan during any period ending prior to the Closing,
subject to the provisions of this Article 7, the Seller shall, from and after
the Closing Date, remain solely responsible for (i) providing the benefits
accrued by the employees and former employees of the Company or the 
Subsidiaries under the Parent Plans to such employees and (ii) continuation of
medical coverage as required by Section 4980B of the Code to former employees
of the Company and its Subsidiaries who have experienced a "qualifying event"
(within the meaning of section 4980B of the Code) prior to the Closing Date
in accordance with the terms of the Parent Plans, as the same may be amended
from time to time.

          7.7    Severance Costs.  From and after the Closing, the Purchaser, 
the Company and the Subsidiaries shall, jointly and severally, assume and 
become solely responsible for any and all liabilities, obligations and 
commitments arising in connection with or as a result of any claims of any 
employee or former employee of the Company or any of the Subsidiaries for 
severance or termination compensation or benefits which are or are alleged to 
be payable due to the actual or constructive termination of any such 
employee's or former employee's termination of employment with the Company or 
any Subsidiary, including without limitation, all such liabilities, 
obligations and commitments relating to claims alleging any constructive 
termination arising in connection with or as a result of the consummation of 
the transactions contemplated by this Agreement, other than any such 
liabilities, obligations and commitments to Mr. Harry Hirsch.

          8.     Indemnification.

          8.1    Survival of Representations and Warranties. Except to the 
extent set forth below, all representations and warranties shall survive the 
Closing Date, provided that any claim for indemnification under this Section 
8 with respect to the representations and warranties contained in Section 2 
(except those contained in Section 2.10 which shall survive until the 30th 
day following the expiration of the applicable statutes of limitations 
(taking into account any waiver or extension thereof) with respect to the 
relevant Tax liabilities) and 3 of this Agreement must be brought prior to 
the last day of the eighteenth month following the month in which the Closing 
Date occurs in accordance with Section 8.2.3.

          8.2    Indemnification.

          8.2.1  By the Seller.  From and after the Closing, the Seller agrees 
to indemnify the Purchaser and hold the Purchaser harmless from and against 
any loss, liability or damage, including reasonable attorneys' fees and other
costs and expenses (collectively, "Damages"), incurred or sustained by the
Purchaser, the Company or the Subsidiaries as a result of the nonfulfillment
of any agreement or, subject to Section 8.1, the breach of any representation
or warranty on the part of the Seller under this Agreement (it being understood 
that solely for purposes of this Section 8, including, without limitation, the 
calculation of Damages pursuant to this Section 8.2.1, and notwithstanding 
anything to the contrary in this Agreement, such representation and warranty 
shall be read as if it were not qualified by any materiality standard, 
including, without limitation, qualifications indicating accuracy "in all 
material respects" or accuracy "except to the extent the inaccuracy would not 
reasonably be expected to have a material adverse effect" or words to similar 
effect), provided that there shall not be any duplicative payments or 
indemnities by the Seller.

          The Purchaser's rights to indemnification under this Section 8
shall be limited as follows:

          (a)    The amount of any Damages incurred by the Purchaser shall be
     reduced by the net amount the Purchaser, the Company or any of the
     Subsidiaries recovers (after deducting all attorneys' fees, expenses and
     other costs of recovery) from any insurer or other party liable for such
     Damages, and the Purchaser shall use reasonable efforts to effect any such
     recovery.

          (b)    The Purchaser shall not be entitled to indemnification unless 
     the aggregate amount of such Damages (reduced as provided in paragraph 
     (a) and (b) above) exceeds $1,400,000, and then only to the extent of the 
     sum of $600,000 and such excess.

          (c)    The aggregate amount of Damages payable to the Purchaser under 
     this Section 8.2.1 shall not exceed 50% of the Purchase Price.

          8.2.2  By the Purchaser.  From and after the Closing, the Purchaser 
agrees to, and agrees to cause the Company and the Subsidiaries to, indemnify 
the Seller and hold the Seller harmless from and against any Damages incurred 
or sustained by the Seller as a result of the nonfulfillment of any agreement
or, subject to Section 8.1, the breach of any representation or warranty on
the part of the Purchaser under this Agreement, provided that there shall not
be any duplicative payments or indemnities by the Purchaser.

          The Seller's rights to indemnification under this Section 8 shall
be limited by the amount of any Damages incurred by the Seller shall be
reduced by the net amount the Seller recovers (after deducting all attorneys'
fees, expenses and other costs of recovery) from any insurer or other party
liable for such loss, liability or damage, and the Seller shall use reason
able efforts to effect any such recovery.

          8.2.3  Indemnification Procedures.  A party entitled to 
indemnification hereunder shall herein be referred to as an "Indemnitee."  A 
party obligated to indemnify an Indemnitee hereunder shall herein be referred 
to as an "Indemnitor."  Promptly after an Indemnitee either (a) receiving 
notice of any claim or the commencement of any action by any third party which 
such Indemnitee reasonably believes may give rise to a claim for 
indemnification from an Indemnitor hereunder or (b) sustaining any Damages not 
involving a third-party claim or action which such Indemnitee reasonably 
believes may give rise to a claim for indemnification from an Indemnitor 
hereunder, such Indemnitee shall, if a claim in respect thereof is to be made 
against an Indemnitor under Section 8, notify such Indemnitor in writing in 
reasonable detail of such claim, action or Damages, as the case may be.  Upon 
receipt of such notice, the Indemnitor shall be entitled to participate in 
such claim or action, to assume the defense thereof with counsel reasonably 
satisfactory to the Indemnitee, and to settle or compromise such claim or 
action, provided that if the Indemnitee has elected to be represented by 
separate counsel pursuant to the proviso to the following sentence, such 
settlement or compromise shall be effected only with the consent of the 
Indemnitee, which consent shall not be unreasonably withheld.  After notice 
to the Indemnitee of the Indemnitor's election to assume the defense of such 
claim or action, the Indemnitor shall not be liable to the Indemnitee under 
Section 8 for any legal or other expenses subsequently incurred by the 
Indemnitee in connection with the defense thereof other than reasonable costs 
of investigation, provided that the Indemnitee shall have the right to employ 
counsel to represent it if either (x) such claim or action involves remedies 
other than monetary damages and such remedies, in the Indemnitee's reasonable 
judgment, could have a material adverse effect on such Indemnitee or (y) the 
Indemnitee may have available to it one or more defenses or counterclaims 
which are inconsistent with one or more of those claims alleged by the 
Indemnitor, and in any such event the fees and expenses of such separate 
counsel shall be paid by the Indemnitor.  If the Indemnitor does not elect to 
assume the defense of such claim or action, the Indemnitee shall act 
reasonably and in accordance with its good faith business judgment with 
respect thereto, and shall not settle or compromise any such claim or action 
without the consent of the Indemnitor, which consent shall not be unreasonably 
withheld.  The parties hereto agree to render to each other such assistance 
as may reasonably be requested in order to insure the proper and adequate 
defense of any such claim or action.

          8.2.4  Exchange Agreement.  The Seller shall have no responsibility 
for breaches by Mutual Benefit or MBL Variable, Inc. or their respective
successors of their representations, warranties, covenants or agreements to
or with the Company or either Subsidiary contained in the Exchange Agreement.

          9.     General Provisions.

          9.1    Modification; Waiver.  This Agreement may be modified only by 
a written instrument executed by the parties hereto.  Any of the terms and
conditions of this Agreement may be waived in writing at any time on or prior
to the Closing Date by the party entitled to the benefits thereof.

          9.2    Entire Agreement.  This Agreement, including the Schedules 
hereto (which are hereby incorporated by reference and made a part hereof) is 
the entire agreement of the parties with respect to the subject matter hereof 
and supersedes all other prior agreements, understandings, statements, 
representations and warranties, oral or written, express or implied, between 
the parties hereto and their respective affiliates, representatives and agents 
in respect of the subject matter hereof (including, without limitation, the
Confidential Information Memorandum, dated February 1, 1996, prepared by BT
Securities Corp., with respect to the Company and any supplements thereto).
All references in this Agreement to Schedules are references to the Schedules
attached to the letter delivered by the Seller to the Purchaser on the date
hereof.

          9.3    Exclusivity of Representations and Warranties and 
Indemnification Provision; Relationship Between the Parties.  It is the 
explicit intent and understanding of each of the parties hereto that neither 
party nor any of its affiliates, representatives or agents is making any 
representation or warranty whatsoever, oral or written, express or implied, 
other than those set forth in Sections 2 and 3 and neither party is relying 
on any statement, representation or warranty, oral or written, express or 
implied, made by the other party or such other party's affiliates, 
representatives or agents, except for the representations and warranties set 
forth in such sections.  EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS 
AGREEMENT, THE PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR 
REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF 
THE ASSETS OF THE BUSINESS AND, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN 
THIS AGREEMENT, IT IS UNDERSTOOD THAT THE PURCHASER TAKES THE ASSETS OF THE 
BUSINESS "AS IS" AND "WHERE IS".  The indemnity provided for in Section 8 
shall be the sole and exclusive remedy of each party after the Closing for 
any inaccuracy of any representation or warranty of the other party or any 
failure or breach of any covenant, obligation, condition or agreement to be 
performed or fulfilled by the other party.  In furtherance of the foregoing, 
and except as explicitly provided for in this Agreement, the parties hereto 
hereby waive to the fullest extent permitted under applicable law any and all 
rights, claims, and causes of action either of them may have against the other 
party hereto relating to such breach.  The parties agree that this is an arm's 
length transaction in which the parties' undertakings and obligations are 
limited to the performance of their obligations under this Agreement.  The 
Purchaser acknowledges that it is a sophisticated investor, that it has 
undertaken a full investigation of the Company and the Subsidiaries and that 
it has only a contractual relationship with the Seller, based solely on the 
terms of this Agreement, and that there is no special relationship of trust 
or reliance between the Purchaser and the Seller.

          9.4    Termination.  This Agreement may be terminated:

          (a)    at any time prior to the Closing Date (i) by mutual consent 
     of the Purchaser and the Seller, (ii) by the Seller upon notice to the 
     Purchaser if any of the conditions set forth in Sections 4.1 and 4.3 
     shall have become incapable of fulfillment and shall not have been waived 
     in writing by the Seller or (iii) by the Purchaser upon notice to the 
     Seller if any of the conditions set forth in Section 4.1 and 4.2 shall 
     have become incapable of fulfillment and shall not have been waived in 
     writing by the Purchaser;

          (b)    by the Purchaser or the Seller, if the Closing shall not have 
     taken place on or before December 31, 1996 or such later date as the 
     parties may have agreed to in writing, provided that the failure of the 
     Closing to occur shall not be due to such party's failure to perform or 
     comply with any of the covenants or conditions hereof to be performed or 
     complied with by such party prior to or at the Closing or such later date 
     as the parties may have agreed to in writing and provided further that 
     the Purchaser may elect to extend such termination date until June 30, 
     1997, if at December 31, 1996 the Closing has failed to occur solely by 
     reason of the failure of the Insurance Commissioner of the State of 
     Delaware to have acted upon the Purchaser's application to obtain the 
     approval referred to in Section 3.2(b)(ii), it being understood that if 
     the Purchaser has failed to pursue such approval diligently and in good 
     faith, or if such Commissioner has affirmatively acted to deny the 
     Purchaser's application, the Purchaser shall not be entitled to elect 
     such an extension hereunder; or

          (c)    if the parties have elected to execute this Agreement prior 
     to the delivery of any of the audited financial statements described in 
     Section 2.6 hereof, by the Purchaser, within a period of five (5) 
     business days after being provided such audited financial statements, if 
     such audited statements contain differences from the drafts of such 
     financial statements provided to the Purchaser as of the date hereof 
     which are attached hereto as Exhibit 2 which would reasonably be expected 
     to have a material adverse effect on the business, financial condition, 
     results of operations or prospects of the Company and the Subsidiaries, 
     taken as a whole.  The Seller represents and warrants that to its 
     knowledge there is no reason for such audited statements to contain such 
     differences.  If this Agreement is not so terminated, Seller shall be 
     deemed to have complied with the financial statement delivery requirements 
     of Section 2.6.

          In the event of such termination, no party shall have any further
liability hereunder, except (i) with respect to any willful breach of this
Agreement prior to such termination and (ii) this Section 9.4 and Sections 
5.10 and 9.5 shall survive such termination and shall remain in full force 
and effect.

          9.5    Expenses.  Except as expressly provided herein, whether or not 
the transactions contemplated herein shall be consummated, each party shall 
pay its own expenses incident to the preparation and performance of this 
Agreement and the transactions contemplated hereby.  It is further agreed that 
the Purchase shall bear all expenses related to obtaining the approvals set 
forth in Section 2.5(b)(iv), which are reasonably and necessarily incurred 
and approved in advance by the Purchaser.

          9.6    Further Actions.  Each party shall execute and deliver such
certificates and other documents and take such other actions as may
reasonably be requested by the other party in order to consummate or
implement the transactions contemplated hereby.

          9.7    Post-Closing Access.  In connection with any matter relating 
to any period prior to, or any period ending on, the Closing, the Purchaser 
shall, upon the request and at the expense of the Seller, permit the Seller 
and its representatives full access at all reasonable times to the books and 
records of the Company and the Subsidiaries which shall have been transferred 
to the Purchaser, and the Purchaser shall execute (and shall cause the Company 
and the Subsidiaries to execute) such documents as the Seller may reasonably
request to enable the Seller to file any regulatory reports or financial
statements or prepare Tax Returns relating to the Company or any of the
Subsidiaries.  The Purchaser shall not dispose of such books and records
during the seven-year period beginning with the Closing Date without the
Seller's consent, which shall not be unreasonably withheld.  Following the
expiration of such seven-year period, the Purchaser may dispose of such books
and records at any time upon giving 60 days' prior written notice to the
Seller, unless the Seller agrees to take possession of such books and records
within 60 days at no expense to the Purchaser.

          9.8    Notices.  All notices, requests, demands and other 
communications hereunder shall be in writing and shall be deemed to have been 
duly given or made as follows:  (a) if sent by registered or certified mail 
in the United States return receipt requested, upon receipt; (b) if sent by 
reputable overnight air courier (such as DHL or Federal Express), two business 
days after mailing; (c) if sent by facsimile transmission, with a copy mailed 
on the same day in the manner provided in (a) or (b) above, when transmitted 
and receipt is confirmed by telephone; or (d) if otherwise actually personally
delivered, when delivered and shall be delivered as follows:

          if to the Seller:

               Whitewood Properties, Inc.
               One Bankers Trust Plaza
               130 Liberty Street
               New York, NY  10006
               Fax Number: (212)250-1530
               Attention:  John R. Zacamy

          with a copy to:

               Debevoise & Plimpton
               875 Third Avenue
               New York, New York  10022
               Fax Number:  (212) 909-6836
               Attention:  Thomas M. Kelly

          if to the Purchaser:

               Equitable of Iowa Companies
               604 Locust Street
               P.O. Box 1635
               Des Moines, Iowa  50306-1635
               Fax Number:  (515) 245-6973
               Attention :  Fred S. Hubbell
               
          with a copy to:
               
               Nyemaster, Goode, McLaughlin, Voigts, West, 
               Hansell & O'Brien, P.C.
               1900 Hub Tower
               Des Moines, Iowa  50309
               Fax Number:  (515) 283-8022
               Attention:  G.R. Neumann
               
or to such other address or to such other person as either party hereto shall
have last designated by notice to the other party.

          9.9    Assignment.  This Agreement shall be binding upon and inure 
to the benefit of the parties hereto and their respective successors and 
permitted assigns, but shall not be assignable, by operation of law or 
otherwise, by either party hereto without the prior written consent of the 
other party and any purported assignment or other transfer without such 
consent shall be void and unenforceable, provided that the Purchaser may 
assign this Agreement to an Affiliate without the consent of the Seller so 
long as the Purchaser remains liable and responsible for the performance of 
all agreements its is obligated to perform under this Agreement and the 
Purchaser enters into a guaranty of such performance in form reasonably 
satisfactory to the Seller.

          9.10   No Third Party Beneficiaries.  Except as otherwise provided 
herein, nothing in this Agreement shall confer any rights upon any person or 
entity which is not a party or a successor or permitted assignee of a party 
to this Agreement.

          9.11   Counterparts.  This Agreement may be executed in counterparts, 
both of which shall constitute one and the same instrument.

          9.12   Interpretation.  The section headings in this Agreement are 
for convenience of reference only and shall not be deemed to alter or affect 
the meaning or interpretation of any provision hereof.  Any references to
Seller's knowledge or the knowledge of the Seller shall mean the actual
knowledge of Terry L. Kendall, Barnett Chernow, Mitchell Katcher, Myles
Tashman, and Richard Marin.  The Seller hereby acknowledges that such named
persons have made inquiry, regarding the representations set forth in Section 
2.10, of current employees of the Company and the Subsidiaries responsible for 
Tax matters and, regarding the representations set forth in Section 2.14, of 
current employees of the Company and the Subsidiaries responsible for 
intellectual property matters.  The Purchaser hereby acknowledges its 
understanding that none of the named persons, and no other employee or agent 
of the Seller, the Company, the Subsidiaries or their Affiliates, has made 
any inquiry of Mutual Benefit or any other prior owner of the Company or the 
Subsidiaries, or undertaken any other special factual investigation beyond 
the records of the Company or the Subsidiaries, with respect to Tax or other 
matters.

          9.13   Governing Law.  This Agreement shall be construed, performed 
and enforced in accordance with the laws of the State of New York.

          9.14   Consent to Jurisdiction, etc. (a) Each of the parties hereto 
hereby irrevocably and unconditionally submits, for itself and its property, 
to the exclusive jurisdiction of any New York State court or Federal court of 
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby or for recognition or
enforcement of any judgment relating thereto, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of
any such action or proceeding may be heard and determined in such New York
State court or, to the extent permitted by law, in such Federal court.  Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.

          (b)    Each of the parties hereto hereby irrevocably and 
unconditionally waives, to the fullest extent it may legally and effectively 
do so, any objection which it may now or hereafter have to the laying of 
venue of any suit, action or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby in any New York State or
Federal court.  Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

          (c)    Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 9.8.  Nothing in
this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

          9.15   Waiver of Punitive and Other Damages and Jury Trial. (a) THE 
PARTIES TO THIS AGREEMENT EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO RECOVER 
PUNITIVE, EXEMPLARY, OR SIMILAR DAMAGES (EXCEPT THOSE ASSESSED IN UNDERLYING 
CLAIMS FOR INDEMNITY UNDER SECTION 8) IN ANY ARBITRATION, LAWSUIT, LITIGATION 
OR PROCEEDING ARISING OUT OF OR RESULTING FROM ANY CONTROVERSY OR CLAIM 
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED 
HEREBY.

          (b)    EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH 
MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

          (c)    EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO 
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, 
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF 
LITIGATION, SEEK TO ENFORCE EITHER OF THE FOREGOING WAIVERS, (ii) IT 
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iii) IT 
MAKES SUCH WAIVERS VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO 
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS 
IN THIS SECTION 9.15.
          
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written.

                         WHITEWOOD PROPERTIES CORP.


                         By /s/ Richard A. Marin
                            -----------------------------
                            Name:  Richard A. Marin
                            Title:  Chairman of the Board




                         EQUITABLE OF IOWA COMPANIES


                         By /s/ Fred S. Hubbell
                            ------------------------------
                            Name:  Fred S. Hubbell
                            Title:  President and CEO