Exhibit 10(s)












                              REINSURANCE AGREEMENT


                                     BETWEEN


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

                           WEST CHESTER, PENNSYLVANIA


                       REFERRED TO AS THE "CEDING COMPANY"


                                       AND


                    EQUITABLE LIFE INSURANCE COMPANY OF IOWA

                                DES MOINES, IOWA

                         REFERRED TO AS THE "REINSURER"


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                                TABLE OF CONTENTS
                                -----------------




                                                                            Page
                                                                            ----

ARTICLE I             GENERAL PROVISIONS                                       3

ARTICLE II            REINSURANCE PREMIUMS                                     6

ARTICLE III           COMMISSIONS AND ALLOWANCES                               7

ARTICLE IV            FEE PAYMENTS                                             8

ARTICLE V             BENEFIT PAYMENTS                                         9

ARTICLE VI            RESERVE ADJUSTMENTS                                     11

ARTICLE VII           ADJUSTMENT FOR TRANFERS INVOLVING THE FIXED ACCOUNT     12

ARTICLE VIII          ACCOUNTING AND SETTLEMENTS                              13

ARTICLE IX            DURATION AND RECAPTURE                                  15

ARTICLE X             TERMINAL ACCOUNTING AND SETTLEMENT                      17

ARTICLE XI            ARBITRATION                                             18

ARTICLE XII           INSOLVENCY                                              19

ARTICLE XIII          EXECUTION AND EFFECTIVE DATE                            20

SCHEDULE A            ANNUITIES AND RISKS  REINSURED                          21

SCHEDULE B            QUARTERLY REPORT OF ACTIVITY AND SETTLEMENTS            22

SCHEDULE C            MODIFIED COINSURANCE RESERVE INVESTMENT CREDIT          25

SCHEDULE D            MINIMUM GUARANTEED DEATH BENEFIT (MGDB) RISK CHARGES    26




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                              REINSURANCE AGREEMENT
                              ---------------------

This  Agreement is made and entered  into by and between  Golden  American  Life
Insurance  Company  (hereinafter  referred  to  as  the  "Ceding  Company")  and
Equitable  Life  Insurance  Company  of  Iowa  (hereinafter  referred  to as the
"Reinsurer").

The Ceding Company and the Reinsurer mutually agree to reinsure on the terms and
conditions stated herein. This Agreement is an indemnity  reinsurance  agreement
solely  between the Ceding  Company and the  Reinsurer,  and  performance of the
obligations of each party under this  Agreement  will be rendered  solely to the
other party.  In no instance  will anyone  other than the Ceding  Company or the
Reinsurer have any rights under this  Agreement,  and the Ceding Company will be
and remains the only party hereunder that is liable to any insured, policy owner
or beneficiary under any annuity reinsured hereunder.




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                                    ARTICLE I

                               GENERAL PROVISIONS
                               ------------------


1)   ANNUITIES AND RISKS REINSURED. The Reinsurer agrees to indemnify the Ceding
     Company for, and the Ceding  Company agrees to reinsure with the Reinsurer,
     according  to the terms and  conditions  hereof,  the  portion of the risks
     under the annuities described in Schedule A attached hereto.

2)   COVERAGES AND EXCLUSIONS. Only the variable annuities described in Schedule
     A are  reinsured  under this  Agreement,  as that schedule may from time to
     time be amended.

3)   PLAN   OF   REINSURANCE.   This   indemnity   reinsurance   will  be  on  a
     modified-coinsurance basis. The Ceding Company will retain, control and own
     all assets held in relation to the Modified Coinsurance Reserve.

4)   EXPENSES.  The  Reinsurer  will bear no part of the  expenses  incurred  in
     connection  with the  annuities  reinsured  hereunder,  except as otherwise
     provided herein.

5)   ANNUITY  CHANGES.  The Ceding Company must provide written  notification to
     the Reinsurer of any change which affects the original  terms or conditions
     of any annuity which results in a change in the Ceding Company's  liability
     corresponding to any annuity reinsured hereunder not later than ninety (90)
     days after the change  takes  effect.  The  Reinsurer  will (a) assume that
     portion of any increase in the Ceding Company's  liability,  resulting from
     the change,  which  corresponds  to the portion of the annuities  reinsured
     hereunder,  and (b) receive  credit for that portion of any decrease in the
     Ceding Company's liability, resulting from the change, which corresponds to
     the portion of the annuities reinsured hereunder.

6)   NO  EXTRACONTRACTUAL  DAMAGES.  The Reinsurer does not indemnify the Ceding
     Company for, and will not be liable for,  any  extracontractual  damages or
     extracontractual  liability of any kind  whatsoever  resulting  from fraud,
     oppression,  bad  faith,  strict  liability,  or  negligent,   reckless  or
     intentional  wrongs on the part of the  Ceding  Company  or its  directors,
     officers, employees and agents. The following types of damages are examples
     of damages  that would be  excluded  under this  Agreement  for the conduct
     described  above:  actual  damages,  damages for  emotional  distress,  and
     punitive or exemplary damages.

7)   ANNUITY  ADMINISTRATION.  The Ceding Company will  administer the annuities
     reinsured,  however,  the Reinsurer  reserves the right to  participate  in
     claims administration.  The Ceding Company retains final authority relating
     to claims administration issues.


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8)   INSPECTION.  At any reasonable  time, the Reinsurer or its  representatives
     may inspect,  with proper  notice,  during normal  business  hours,  at the
     principal office of the Ceding Company, the original papers and any and all
     other books or documents  relating to or affecting  reinsurance  under this
     Agreement.   The  Reinsurer  or  its  representatives   will  not  use  any
     information  obtained through any inspection pursuant to this Paragraph for
     any purpose not relating to reinsurance hereunder.

9)   TAXES.  The allowance  for any premium  taxes paid in  connection  with the
     annuities   reinsured   hereunder  is  included  in  the   Commissions  and
     Allowances,  described in Article III. The Reinsurer will not reimburse the
     Ceding Company for any other taxes paid by the Ceding Company in connection
     with the annuities reinsured hereunder.

10)  PROXY TAX  REIMBURSEMENT.  Pursuant  to  Internal  Revenue  Code of 1986 as
     amended  ("The Code")  Section  848,  insurance  companies  are required to
     capitalize and amortize specified policy acquisition  expenses.  The amount
     capitalized  is determined  by proxy based on a percentage of  "reinsurance
     premiums" as defined in  regulations  relating to The Code Section 848. The
     Reinsurer  and the Ceding  Company  agree that any costs which would result
     from The Code Section 848 are not subject to reimbursement hereunder.

11)  ELECTION TO DETERMINE  SPECIFIED POLICY  ACQUISITION  EXPENSES.  The Ceding
     Company  and  the  Reinsurer   agree  that  the  party  with  net  positive
     consideration  for  any tax  year  under  this  Agreement  will  capitalize
     specified policy acquisition  expenses with respect to annuities  reinsured
     under this Agreement without regard to the general deductions limitation of
     Section  848(c)(l) of The Code.  The Ceding  Company and the Reinsurer will
     exchange  information  pertaining to the amount of net consideration  under
     this  Agreement  each year to ensure  consistency.  The Ceding Company will
     submit a schedule to the  Reinsurer  by May 1 of each year  presenting  its
     calculation of the net  consideration  for the preceding  taxable year. The
     Reinsurer may contest the calculation in writing within thirty (30) days of
     receipt of the Ceding Company's schedule.  Any differences will be resolved
     between  the  parties  so  that  consistent  amounts  are  reported  on the
     respective  tax returns for the preceding  taxable  year.  This election to
     capitalize  specified  policy  acquisition  expenses  without regard to the
     general  deductions  limitation  is effective  for all taxable years during
     which this Agreement remains in effect.

12)  CONDITION. The reinsurance hereunder is subject to the same limitations and
     conditions  as  the  annuities  issued  by the  Ceding  Company  which  are
     reinsured hereunder, except as otherwise provided in this Agreement.

13)  MISUNDERSTANDINGS  AND OVERSIGHTS.  If any failure to pay amounts due or to
     perform  any other act  required by this  Agreement  is  unintentional  and
     caused  by  misunderstanding  or  oversight,  the  Ceding  Company  and the
     Reinsurer  will  adjust  the  situation  to what it would have been had the
     misunderstanding or oversight not occurred.


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14)  ADJUSTMENTS.  If the Ceding Company's  liability under any of the annuities
     reinsured hereunder is changed because of a misstatement of age, sex or any
     other  material  fact,  the  Reinsurer  will (a) assume that portion of any
     increase  in the Ceding  Company's  liability,  resulting  from the change,
     which corresponds to the portion of the annuities reinsured hereunder,  and
     (b) receive credit for that portion of any decrease in the Ceding Company's
     liability,  resulting from the change,  which corresponds to the portion of
     the annuities reinsured hereunder.

15)  REINSTATEMENTS.  If  an  annuity  reinsured  hereunder  is  surrendered  or
     annuitized,  and is  subsequently  reinstated  while this  Agreement  is in
     force,  the reinsurance for such annuity will be reinstated  automatically.
     The Ceding  Company will pay the  Reinsurer the  Reinsurer's  proportionate
     share of all amounts  received by the Ceding Company in connection with the
     reinstatement of the annuity,  plus any amounts previously  refunded to the
     Ceding  Company  by the  Reinsurer  in  connection  with  the  lapse of the
     annuity, less any amount previously paid by Ceding Company to the Reinsurer
     in connection with the lapse of the annuity.

16)  ASSIGNMENT.  The Ceding Company may not assign any of its rights, duties or
     obligations  under this  Agreement  without  prior  written  consent of the
     Reinsurer,  unless such  assignment  is between the Ceding  Company and its
     affiliates.  The  Reinsurer  may not assign any of its rights,  duties,  or
     obligations  under this  Agreement  without  prior  written  consent of the
     Ceding  Company,  unless such  assignment  is between the Reinsurer and its
     affiliates.

17)  AMENDMENTS AND WAIVER. Any change or modification to this Agreement will be
     null and void unless made by amendment to the  Agreement and signed by both
     parties.  Any waiver will constitute a waiver only in the circumstances for
     which it was given and will not be a waiver of any future circumstances.

18)  ENTIRE  AGREEMENT.   The  terms  expressed  herein  constitute  the  entire
     agreement  between  the parties  with  respect to the  annuities  reinsured
     hereunder.  There are no understandings between the parties with respect to
     the  annuities   reinsured  hereunder  other  than  as  expressed  in  this
     Agreement.

19)  CURRENT PRACTICES.  The Ceding Company will not materially change, alter or
     otherwise  compromise  its claims paying or  administrative  practices with
     respect to the annuities  reinsured hereunder without prior written consent
     of the Reinsurer.

20)  CONFIDENTIALITY.  All parties agree to keep confidential the specifications
     and details of this agreement except for required  disclosure to regulatory
     authorities or by subpoena or court order.


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                                   ARTICLE II

                              REINSURANCE PREMIUMS
                              --------------------


REINSURANCE  PREMIUMS.  The Ceding  Company will pay the  Reinsurer  Reinsurance
Premiums on all annuities reinsured under this Agreement in an amount equal to a
quota  share,  as defined in Schedule  A, of the gross  premiums  collected  and
deposited into the Variable  Separate  Accounts during the Accounting  Period by
the Ceding Company. The Reinsurance Premiums paid to the Reinsurer by the Ceding
Company will be remitted to the  Reinsurer at the end of the  Accounting  Period
during which the gross  premiums  were  collected by the Ceding  Company and the
Reinsurer  will treat any such  Reinsurance  Premiums as paid premium for annual
statement  purposes,  regardless of the mode of collection by the Ceding Company
on the annuities reinsured hereunder.




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                                   ARTICLE III

                           COMMISSIONS AND ALLOWANCES
                           --------------------------


1)   PREMIUM TAX.  The  Reinsurer  shall  reimburse  the Ceding  Company for all
     premium taxes incurred on the Reinsurance Premiums.

2)   COMMISSIONS.  The  Reinsurer  shall  reimburse  the Ceding  Company for all
     commissions  incurred  and  costs of  special  promotions  incurred  on the
     Reinsurance  Premiums  and on that  portion  of the  Account  Value  in the
     Variable  Separate  Accounts of the  annuities  reinsured  hereunder  which
     correspond  to the portion of the annuities  reinsured  hereunder as of the
     end of the current  Accounting  Period.  Commissions will be net of a quota
     share of commission chargebacks on policies reinsured hereunder. Should any
     new  commission  schedules  become  effective  while this  Agreement  is in
     effect,  such  schedules  shall be  incorporated  by reference and shall be
     payable by the  Reinsurer  concurrently  with the  obligation of the Ceding
     Company.

3)   ALLOWANCE  FOR  EXPENSES.  The  Reinsurer  will pay the  Ceding  Company an
     Allowance  for Expenses for each  Accounting  Period equal to the sum of a)
     plus b) plus c) plus d) plus e) plus f), where:

     a)   equals the product of i) times ii), where:
          i)   equals  $12.50 times the quota share  percentage of the annuities
               reinsured hereunder, as described in Schedule A; and
          ii)  equals the number of annuities  reinsured hereunder and described
               in  Schedule  A,  that  are  inforce  at the  end of the  current
               Accounting Period;
     b)   equals the product of i) times ii), where:
          i)   equals  $75.00 times the quota share  percentage of the annuities
               reinsured hereunder, as described in Schedule A; and
          ii)  equals the number of annuities  reinsured hereunder and described
               in  Schedule A, that were  issued  during the current  Accounting
               Period;
     c)   equals the product of i) times ii), where:
          i)   equals 0.0030; and
          ii)  equals  that  amount  of the  Reinsurance  Premiums  received  on
               non-qualified  policies  received  during the current  Accounting
               Period;
     d)   equals the product of i) times ii), where:
          i)   equals 0.0180; and
          ii)  equals the amount of the Reinsurance Premiums received during the
               current  Accounting Period
     e)   equals the product of i) times ii), where:
          i)   risks charges from Schedule D for the cost of Minimum  Guaranteed
               Death  Benefits  (MGDB) in excess of the  policyholders'  account
               values; and
          ii)  equals  the  quota  share  of the  average  Account  Value in the
               Variable  Separate  Accounts of  annuities  reinsured  hereunder.
               Average Account Value is equal to one-half the sum of the Account
               Value  reinsured  hereunder  at  the  beginning  of  the  current
               Accounting  Period and the Account Value  reinsured  hereunder at
               the end of the current Accounting Period;
     f)   equals a quota share of any rider charges  deducted during the current
          accounting period for any VAGLB Riders attached to annuities reinsured
          hereunder.  See Schedule A, below, for information on VAGLB and Living
          Benefits.
     g)   amounts in a) i) and b) i) above will be adjusted  annually on January
          1, for  inflation at the change in the Consumer  Price Index (CPI-U as
          determined  by  Department  of Labor and  published in the Wall Street
          Journal).


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                                   ARTICLE IV

                                  FEE PAYMENTS
                                  ------------


FEE PAYMENTS BY CEDING COMPANY TO REINSURER.

The Ceding Company will pay to the Reinsurer the product of 1) times 2), where:

     1)   equals 0.000375; and
     2)   equals the quota share of the average  Account  Value in the  Variable
          Separate Accounts of annuities  reinsured  hereunder.  Average Account
          Value is equal to  one-half  the sum of the  Account  Value  reinsured
          hereunder at the  beginning of the current  Accounting  Period and the
          Account Value reinsured hereunder at the end of the current Accounting
          Period;




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                                    ARTICLE V

                                BENEFIT PAYMENTS
                                ----------------


1)   BENEFIT PAYMENTS.  Benefit Payments,  referred to in this Agreement,  means
     the Reinsurer's quota share of:

     a)   Claims, as described in Paragraph 2 below,
     b)   Cash Surrenders, as described in Paragraph 3 below,
     c)   Partial Withdrawals, as described in Paragraph 4 below, and
     d)   Annuity Benefits, as described in Paragraph 5 below.

2)   CLAIMS.  The  Reinsurer  will  pay the  Ceding  Company  Claims.  The  term
     "Claims,"  as used in this  Agreement,  means  that  portion  of the  death
     benefits paid by the Ceding Company on annuities  reinsured hereunder which
     is equal to the  Reinsurer's  quota share of the death benefits  payable on
     those annuities less any amounts recovered from other reinsurers. Claims do
     not include any minimum  guaranteed  death benefits nor  guaranteed  living
     benefits  paid  under   guaranteed   living   benefit   riders  beyond  the
     policyholder's account value.

3)   CASH SURRENDERS.  The Reinsurer will pay the Ceding Company that portion of
     the Cash  Surrenders  paid by the  Ceding  Company on  annuities  reinsured
     hereunder  which  corresponds  to the  portion of the  annuities  reinsured
     hereunder.

4)   PARTIAL WITHDRAWALS. The Reinsurer will pay the Ceding Company that portion
     of Partial  Withdrawals  paid by the Ceding Company on annuities  reinsured
     hereunder  which  corresponds  to the  portion of the  annuities  reinsured
     hereunder.

5)   ANNUITY BENEFITS.  The Reinsurer's  obligation for Annuity Benefits paid by
     the Ceding  Company on annuities  reinsured  hereunder will be satisfied in
     full by the  payment to the Ceding  Company of that  portion of the Account
     Value, as of the date of annuitization, which corresponds to the portion of
     the annuities reinsured hereunder.

6)   NOTICE.  The Ceding  Company  will notify the  Reinsurer at the end of each
     Accounting  Period  regarding  Benefit  Payments  on  annuities   reinsured
     hereunder. The reinsurance claim and copies of notification,  claim papers,
     and proofs will be furnished to the Reinsurer upon request.

7)   LIABILITY AND PAYMENT. The Reinsurer will accept the decision of the Ceding
     Company with respect to Benefit Payments on annuities reinsured  hereunder.
     The Reinsurer  will pay its  proportionate  share of Benefit  Payments in a
     lump sum to the Ceding Company  without regard to the form of settlement by
     the Ceding Company.


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8)   CONTESTED  CLAIMS.  The Ceding  Company  will advise the  Reinsurer  of its
     intention to contest,  compromise or litigate  Benefit  Payments  involving
     annuities  reinsured  hereunder.  The  Reinsurer  will pay its share of the
     expenses of such contests, in addition to its share of Benefit Payments, or
     it  may  choose  not  to  participate.  If  the  Reinsurer  chooses  not to
     participate,  it will  discharge  its  liability  by  payment to the Ceding
     Company of the full amount of its liability,  prior to any contests, on the
     annuity reinsured hereunder.




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                                   ARTICLE VI

                               RESERVE ADJUSTMENTS
                               -------------------


1)   MODIFIED COINSURANCE RESERVE ADJUSTMENT.

     a)   The Modified  Coinsurance  Reserve  Adjustment  will be computed  each
          Accounting  Period equal to the result of i) minus ii) plus iii) minus
          iv) minus v) minus vi), where:
          i)   equals the Modified Coinsurance Reserve, determined in accordance
               with  Paragraph  2 below,  at the end of the  current  Accounting
               Period;
          ii)  equals a quota  share of the  amount  transferred  from the fixed
               account  to the  Variable  Separate  Accounts  for the  annuities
               reinsured hereunder during the current Accounting Period;
          iii) equals a quota share of the amount  transferred from the Variable
               Separate   Accounts  to  the  fixed  account  for  the  annuities
               reinsured hereunder during the current Accounting Period;
          iv)  equals the Modified Coinsurance Reserve, determined in accordance
               with  Paragraph 2 below,  at the end of the preceding  Accounting
               Period;
          v)   equals the Modified  coinsurance  Reserve  Investment  Credit, as
               described in Schedule C.
          vi)  equals a quota  share of the  Living  Benefits  allocated  to the
               Separate  Account  during  the  current   Accounting  Period  for
               annuities  reinsured hereunder that are inforce at the end of the
               Accounting  Period.  For the purposes of this adjustment,  Living
               Benefits  paid for  annuities  that  are  terminated  during  the
               Accounting Period are excluded.
     b)   For any Accounting  Period in which the amount computed in a) above is
          positive,  the Reinsurer will pay the Ceding Company such amount.  For
          any  Accounting  Period in which the  amount  computed  in a) above is
          negative, the Ceding Company will pay the Reinsurer the absolute value
          of such amount.

2)   MODIFIED COINSURANCE RESERVE. The term "Modified  Coinsurance  Reserve," as
     used  in this  Agreement,  means a quota  share  of the  statutory  reserve
     excluding  any  additional  reserves  held  for  minimum  guaranteed  death
     benefits  or held for VAGLB  Riders  that the  Ceding  Company  holds  with
     respect to that portion of the annuities reinsured hereunder. The statutory
     reserve will be determined by the  Commissioners  Annuity Reserve Valuation
     Method, or as required by law.


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                                   ARTICLE VII

              ADJUSTMENT FOR TRANSFERS INVOLVING THE FIXED ACCOUNT
              ----------------------------------------------------


1)   The Ceding Company will pay the Reinsurer an amount equal to the product of
     a) times b) where:

     a)   equals  a quota  share of the net  amount  transferred  from  Variable
          Separate  Accounts to fixed accounts with an interest rate  guaranteed
          by the Ceding Company  grouped by policy  duration,  for the annuities
          reinsured hereunder during the current Accounting Period; and
     b)   equals  the  applicable  exchange  factor  for  each  policy  duration
          described in Paragraph 3 below.

2)   The Reinsurer will pay the Ceding Company an amount equal to the product of
     a) times b) where:

     a)   equals a quota share of the net amount transferred from fixed accounts
          with an interest  rate  guaranteed  by the Ceding  Company to Variable
          Separate  Accounts  grouped  by  policy  duration,  for the  annuities
          reinsured hereunder during the current Accounting Period; and
     b)   equals  the  applicable  exchange  factor  for  each  policy  duration
          described in Paragraph 3 below.

3)   The exchange factors for each policy duration are shown below:

       POLICY DURATION (YEARS)                     EXCHANGE FACTOR
               1                                       0.0775
               2                                       0.0625
               3                                       0.0500
               4                                       0.0400
               5                                       0.0300
               6+                                      0.0200


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                                  ARTICLE VIII

                           ACCOUNTING AND SETTLEMENTS
                           --------------------------


1)   QUARTERLY  ACCOUNTING  PERIOD.  Each Accounting Period under this Agreement
     will be a calendar quarter, except that:

     a)   the initial  Accounting  Period runs from the  Effective  Date of this
          Agreement  through the last day of the calendar  quarter  during which
          the Effective Date of this Agreement falls, and
     b)   the  final  Accounting  Period  runs  from  the  end of the  preceding
          Accounting Period until the terminal accounting date of this Agreement
          as described in Article X,  Paragraph  2). The amounts in Article III,
          Paragraphs  3) a) i), 3) e) i) and  Article  IV  Paragraph  1) will be
          adjusted  on a pro-rata  basis for time  periods  less than a calendar
          quarter.

2)   QUARTERLY  ACCOUNTING REPORTS.  Quarterly accounting reports in the form of
     Schedule B will be  submitted to the  Reinsurer  by the Ceding  Company for
     each Accounting Period not later than forty-five (45) days after the end of
     each Accounting Period. Such reports will include information on the amount
     of Reinsurance  Premiums,  Allowance for Commissions and Expenses,  Benefit
     Payments,   Modified  Coinsurance  Reserve,  Modified  Coinsurance  Reserve
     Adjustment,  and the  increase  in the CARVM  Allowance  for the  Reinsured
     Policies.

3)   CARVM ALLOWANCE.  CARVM Allowance for purposes of this treaty is defined to
     be the  difference  between the ceded  Policies  Account Value and the base
     CARVM Reserves.  The base CARVM reserve is the CARVM reserve calculated not
     considering the Minimum  Guaranteed Death Benefit and any Guaranteed Living
     Benefit provision.

4)   QUARTERLY SETTLEMENTS.

     a)   Within sixty (60) days after the end of each  Accounting  Period,  the
          Ceding Company will pay the Reinsurer the sum of:
          i)   Reinsurance  Premiums,  determined in accordance with Article II,
               plus
          ii)  the Fee Payments, determined in accordance with Article IV, plus
          iii) any  Modified  Coinsurance  Reserve  Adjustment  payable  to  the
               Reinsurer,  determined in accordance  with Article VI,  Paragraph
               1), plus
          iv)  any  adjustments  to the Reinsurer  for  Transfers  Involving the
               Fixed Account determined in accordance with Article VII Paragraph
               1).
     b)   Simultaneously, the Reinsurer will pay the Ceding Company the sum of:
          i)   the amount of Benefit Payments, as described in Article V, plus
          ii)  the  Allowance  for  Commissions  and  Expenses,   determined  in
               accordance with Article III, plus
          iii) any Modified Coinsurance Reserve Adjustment payable to the Ceding
               Company,  determined in accordance with Article VI, Paragraph 1),
               plus
          iv)  any adjustments to the Ceding Company for Transfers Involving the
               Fixed  Account,   determined  in  accordance   with  Article  VII
               Paragraph 2).
     c)   Simultaneously,  the Ceding  Company will transfer the increase in the
          CARVM  Allowance  of the  Reinsured  Policies  to the  Reinsurer.  The
          Reinsurer will transfer an equal amount of mutually  acceptable assets
          to the Ceding Company.


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5)   AMOUNTS DUE QUARTERLY.  Except as otherwise  specifically  provided in this
     Agreement,  all amounts due to be paid to either the Ceding  Company or the
     Reinsurer  under this Agreement will be determined on a net basis as of the
     last day of each  Accounting  Period  and  will be due as of such  date and
     payable within sixty (60) days after the end of the Accounting Period.

6)   ANNUAL  ACCOUNTING  PERIOD.  The Ceding  Company will provide the Reinsurer
     with annual accounting reports within forty-five (45) days after the end of
     the calendar year for which such reports are  prepared.  These reports will
     contain sufficient  information about the annuities  reinsured hereunder to
     enable the Reinsurer to prepare its annual financial  reports and to verify
     the  information  reported in Schedule B, and will  include Page 7, Page 26
     and Schedule S of the Annual Statement.

7)   ESTIMATIONS.  If the amounts,  as described in Paragraph 3 above, cannot be
     determined by the dates  described in Paragraph 4 above, on an exact basis,
     such  payments  will be paid in  accordance  with a  mutually  agreed  upon
     formula which will approximate the actual  payments.  Adjustments will then
     be made to reflect actual amounts when they become available.

8)   DELAYED PAYMENTS.  For purposes of Paragraph 4 above, if there is a delayed
     settlement  of a payment  due,  there will be an interest  penalty,  at the
     appropriate  London Interbank Offering Rate (LIBOR) plus 0.5%. For purposes
     of this  Paragraph,  a payment will be  considered  overdue sixty (60) days
     after the date such payment is due.  The  interest  penalty will be applied
     for the number of days such payment is made in excess of such date which is
     sixty (60) days past the payment due date.

9)   OFFSET OF  PAYMENTS.  All  monies  due  either  the  Ceding  Company or the
     Reinsurer  under this Agreement  will be offset against each other,  dollar
     for dollar, regardless of any insolvency of either party.


                                       14

                                       40
<PAGE>


                                   ARTICLE IX

                       DURATION, RECAPTURE AND TERMINATION
                       -----------------------------------


1)   DURATION.  Except as otherwise provided herein, this Agreement is unlimited
     in duration.

2)   REINSURER'S  LIABILITY.  The liability of the Reinsurer with respect to any
     annuity  reinsured  hereunder  will begin  simultaneously  with that of the
     Ceding Company, but not prior to the Effective Date of this Agreement.  The
     Reinsurer's  liability with respect to any annuity reinsured hereunder will
     terminate on the earliest  of: (i) the date such annuity is  recaptured  in
     accordance  with  paragraph  4 below,  (ii) the date the  Ceding  Company's
     liability on such annuity is  terminated;  or (iii) the date this Agreement
     is  terminated  under  paragraph 3 below.  Termination  of the  Reinsurer's
     liability is subject to payments in respect of such liability in accordance
     with the provisions of Article X of this Agreement.  In no event should the
     interpretation  of this Paragraph imply a unilateral right of the Reinsurer
     to terminate this Agreement for any annuity reinsured  hereunder.  However,
     the  Reinsurer  and/or the Ceding  Company may, upon ninety (90) days prior
     written notice to the other party, terminate this Agreement as to annuities
     not yet  written by the Ceding  Company  as of the  effective  date of such
     termination.

     For any annuity  reinsured  hereunder with a VAGLB Rider,  the  Reinsurer's
     liability  will  terminate on the earliest date, if any, that the annuity's
     accumulation  value  becomes or equals  zero,  not  withstanding  the above
     conditions.

3)   TERMINATION FOR NONPAYMENT OF REINSURANCE PREMIUMS OR OTHER AMOUNTS DUE. If
     the  Ceding  Company  fails to pay the  Reinsurance  Premiums  or any other
     amounts due to the Reinsurer  pursuant to this Agreement within ninety (90)
     days after the end of any  Accounting  Period,  the Reinsurer may terminate
     this  Agreement,  subject to thirty (30) days prior  written  notice to the
     Ceding Company. If the Reinsurer fails to pay any amounts due to the Ceding
     Company pursuant to this Agreement within ninety (90) days after the end of
     any Accounting  Period,  the Ceding  Company may terminate this  Agreement,
     subject to thirty (30) days prior written notice to the Reinsurer.

4)   RECAPTURE.  Any group of annuities reinsured hereunder will be eligible for
     recapture  on any date  which is  mutually  agreed  upon in  writing by the
     Reinsurer  and the  Ceding  Company,  with the  approval  of the  Insurance
     Department of the domestic state regulating the Reinsurer.

5)   TERMINATION. All business written prior to termination of this agreement is
     vested  ("Vested   Business")  for  purposes  of  payment  due  under  this
     agreement.  As  such,  payment  shall  continue  to be made  on all  Vested
     Business after  termination of this agreement in accordance  with the terms
     of same.  Any new business  written  subsequent to the  termination of this
     agreement shall not be subject of any payments under this agreement.


                                       15

                                       41
<PAGE>


6)   NOTICE OF  TERMINATION.  This agreement may be terminated  without cause by
     other party by giving  written notice of termination to the other party via
     certified mail return receipt requested at the following addresses:

     If to Equitable Life Insurance Company of Iowa:
         909 Locust Street, P.O. Box 1635, Des Moines, IA 50306

     If to Golden American Life Insurance Company:
         1475 Dunwoody Drive, West Chester, PA  19380

7)   INTERNAL  REPLACEMENTS.   For  the  purpose  of  this  Agreement,  Internal
     Replacement  shall mean any  instance in which an annuity or any portion of
     the cash value of an annuity  reinsured  under  this  agreement  is used to
     acquire via an exchange a new annuity  written by the Ceding  Company,  its
     affiliates,  successors or assigns resulting from a formal program directly
     soliciting existing policyowners to participate in such exchange.

     If an  Internal  Replacement  results  in a new  annuity  covered  by  this
     Agreement,  the  Reinsurer  will  participate  on quota  share basis in any
     expenses  and any waiver or  reduction of policy  charges,  fees,  or loads
     associated with that program. In addition,  no replacement  adjustment will
     be made.

     If an Internal  Replacement  results in a new annuity contract which is not
     covered this Agreement,  the Reinsurer will not participate in any expenses
     or any waiver or reduction of policy  charges,  fees,  or loads  associated
     with that program.  In addition,  a replacement  adjustment will be paid by
     the Ceding  Company to the  Reinsurer  equal to the product of a) times b),
     where:

     a)   equals  the  amount  internally  replaced  by  annuities  that are not
          covered by this Agreement, during the current Accounting Period; and
     b)   equals 0.015.


                                       16

                                       42
<PAGE>


                                    ARTICLE X

                       TERMINAL ACCOUNTING AND SETTLEMENT
                       ----------------------------------


1)   TERMINAL  ACCOUNTING.  In the event that this  Agreement is  terminated  in
     accordance  with Article IX,  Paragraphs 3 or 4, or Article XII, a Terminal
     Accounting and Settlement will take place.

2)   DATE. The terminal accounting date will be the earliest of:

     a)   the  effective  date of recapture  pursuant to any notice of recapture
          given under this Agreement,
     b)   the  effective  date  of   termination   pursuant  to  any  notice  of
          termination given under this Agreement, or
     c)   any other date mutually agreed to in writing.

3)   SETTLEMENT. The Terminal Accounting and Settlement will consist of:

     a)   The quarterly  settlement  as provided in Article  VIII,  Paragraph 3,
          computed as of the terminal  accounting  date as if the Agreement were
          still in effect; and
     b)   Payment by the Ceding  Company to the Reinsurer of a Terminal  Reserve
          equal to the Modified  Coinsurance  Reserve on the annuities reinsured
          hereunder as of the terminal account date; and
     c)   Payment by the Reinsurer to the Ceding  Company of a Terminal  Reserve
          Adjustment equal to the Modified  Coinsurance Reserve on the annuities
          reinsured hereunder as of the terminal accounting date; and

     If the  calculation of the Terminal  Accounting and Settlement  produces an
     amount  owing  to the  Ceding  Company,  such  amount  will  be paid by the
     Reinsurer  to the  Ceding  Company.  If  the  calculation  of the  Terminal
     Accounting and Settlement  produces an amount owing to the Reinsurer,  such
     amount will be paid by the Ceding Company to the Reinsurer.

4)   TERMINAL  CARVM  ALLOWANCE.  At Terminal  Settlement,  the  Reinsurer  will
     transfer the Terminal CARVM Allowance on the annuities  reinsured as of the
     terminal account date. Simultaneously,  the Ceding Company will transfer an
     equal amount of mutually acceptable assets to the Reinsurer.

5)   SUPPLEMENTARY  ACCOUNTING AND SETTLEMENT.  In the event that, subsequent to
     the Terminal  Accounting and Settlement as provided above, a change is made
     with respect to any amounts due, a supplementary accounting will take place
     pursuant to Paragraph 3 above.  Any amount owed to the Ceding Company or to
     the  Reinsurer  by reason  of such  supplementary  accounting  will be paid
     promptly upon the completion thereof.


                                       17

                                       43
<PAGE>



                                   ARTICLE XI

                                   ARBITRATION
                                   -----------

1)   GENERAL.  All disputes and  differences  between the Ceding Company and the
     Reinsurer  on which an  agreement  cannot be  reached  will be  decided  by
     arbitration.   The  arbitrators  will  construe  this  Agreement  from  the
     standpoint of practical  business and equitable  principles and the customs
     and practices of the insurance and reinsurance  business,  rather than from
     the standpoint of strict law. The parties intend that the arbitrators  will
     make their decision with a view to effecting the intent of this Agreement.

2)   METHOD.  Three  arbitrators  will  decide  any  differences.  They  must be
     impartial and present or former officers of life insurance  companies other
     than the parties to this  Agreement or any company  owned by, or affiliated
     with,  either  party.  One of the  arbitrators  will  be  appointed  by the
     Reinsurer,  another by the Ceding  Company,  and the two  arbitrators  thus
     selected will select a third arbitrator before arbitration  begins.  Should
     one of the parties decline to select an arbitrator  within thirty (30) days
     after the date of a written request to do so, or should the two arbitrators
     selected  by the  parties  not be able to agree upon the choice of a third,
     the  appointment(s)  will  be  left  to  the  President  of  the   American
     Arbitration Association or its successor.  The arbitrators will decide by a
     majority of votes and their  decision  will be final and  binding  upon the
     parties.  The costs of arbitration,  including the fees of the arbitrators,
     will be  shared  equally  by the  parties  unless  the  arbitrators  decide
     otherwise.  Any  counsel  fees  incurred  by a  party  in  the  conduct  of
     arbitration will be paid by the party incurring the fees.

3)   ARBITRATION  SITE. In event of arbitration,  the arbitration  hearing shall
     take place in Atlanta,  Georgia,  unless  otherwise agreed to in writing by
     both the Ceding Company and the Reinsurer.


                                       18

                                       44
<PAGE>


                                   ARTICLE XII

                                   INSOLVENCY
                                   ----------


INSOLVENCY. In the event of the Ceding Company's insolvency, any payments due to
the Ceding  Company from the Reinsurer  pursuant to the terms of this  Agreement
will be made  directly  to the Ceding  Company or its  conservator,  liquidator,
receiver or statutory successor.  Such payments will be made by the Reinsurer on
the basis of the liability of the Ceding  Company under the annuities  reinsured
without  diminution  because  of the  insolvency  of  the  Ceding  Company.  The
conservator,  liquidator,  receiver or statutory successor of the Ceding Company
will give the  Reinsurer  written  notice of the pendency of a claim against the
Ceding  Company on any annuity  reinsured  within a  reasonable  time after such
claim is filed in the  insolvency  proceeding.  During the  pendency of any such
claim,  the  Reinsurer  may  investigate  such claim and interpose in the Ceding
Company's name (or in the name of the Ceding Company's conservator,  liquidator,
receiver or statutory  successor),  in the proceeding  where such claim is to be
adjudicated,  any defense or defenses  which the Reinsurer may deem available to
the  Ceding  Company  or its  conservator,  liquidator,  receiver  or  statutory
successor.  The expense  thus  incurred  by the  Reinsurer  will be  chargeable,
subject to court  approval,  against the Ceding Company as a part of the expense
of liquidation to the extent of a  proportionate  share of the benefit which may
accrue to the Ceding Company solely as a result of the defense undertaken by the
Reinsurer.

In the event of the Reinsurer's insolvency,  this treaty will terminate, and the
terminal  accounting  and  settlement  described  in Article X will  occur.  Any
payments due the Reinsurer from the Ceding Company pursuant to the terms of this
Agreement will be made directly to the Reinsurer or its conservator, liquidator,
receiver or statutory successor. Any amounts owed by the Reinsurer to the Ceding
Company will be payable  without  diminution  because of the  insolvency  of the
Reinsurer. The conservator,  liquidator,  receiver or statutory successor of the
Reinsurer will give the Ceding Company written notice of the pendency of a claim
against the Reinsurer on any annuity  reinsured  within a reasonable  time after
such claim is filed in the insolvency proceeding.


                                       19

                                       45
<PAGE>


                                  ARTICLE XIII

                          EXECUTION AND EFFECTIVE DATE
                          ----------------------------


In witness of the above,  this  Agreement  is executed in duplicate on the dates
indicated below with an Effective Date of January 1, 2000.

GOLDEN AMERICAN LIFE                 EQUITABLE LIFE INSURANCE
INSURANCE COMPANY                    COMPANY OF IOWA
("Ceding Company")                   ("Reinsurer")
on June 30, 2000                     on June 30, 2000



By:      /s/ David L. Jacobson           By:      /s/ Randy Von Fumetti
   ----------------------------------       ------------------------------------

Title:   Senior Vice President           Title:   Senior Vice President
      -------------------------------          ---------------------------------




                                       20

                                       46
<PAGE>


                                   SCHEDULE A

                    ANNUITIES AND RISKS REINSURED OR EXCLUDED
                    -----------------------------------------


ANNUITIES AND RISKS  REINSURED.  The amount of reinsurance  under this Agreement
will be a mutually  determined quota share percentage for specified contracts of
the  Ceding  Company's  net  liability  with  respect to the  Variable  Separate
Accounts.

ANNUITIES AND RISKS EXCLUDED.  Variable Separate Accounts are defined to exclude
amounts in the fixed or separate  accounts with an interest  rate  guaranteed by
the Ceding Company.  "VAGLB"  (Variable  Annuity  Guaranteed Living Benefits) as
used in this agreement,  refers to certain optional riders attached to annuities
reinsured  hereunder.  A listing of the applicable  form numbers is shown below.
"Living Benefits" as used in this agreement,  refers to benefits paid under such
riders.

   VALGB Rider Form #       Description
   ------------------       -----------
   GA-RA-1047               Minimum Guaranteed Income Benefit Rider
   GA-RA-1045               Minimum Guaranteed Accumulation Benefit Rider
   GA-RA-1048               Minimum Guaranteed Withdrawal Benefit Rider


"Net liability," as used in this Agreement, means the Ceding Company's liability
on the annuities reinsured hereunder, excluding any liability resulting from any
Guaranteed  Living  Benefit  riders  attached to such  annuities,  less  amounts
recovered  from other  reinsurance,  including  the  pre-existing  Paine  Webber
Coinsurance Treaty.


                                       21

                                       47
<PAGE>


                                   SCHEDULE B

                  QUARTERLY REPORT OF ACTIVITY AND SETTLEMENTS
                  --------------------------------------------


         FROM CEDING COMPANY TO REINSURER

              Accounting Period:                 ___________
              Calendar Year:                     ___________
              Date Report Completed:             ___________

1)   Reinsurance Premiums (Article II)

2)   Benefit Payments (Article V)

     a)  Claims
     b)  Amounts Recovered from other reinsurers
     c)  Cash Surrender Values
     d)  Annuity Benefits

     Benefit Payments = a) - b) + c) + d)

3)   Modified Coinsurance Reserve Adjustment (Article VI)

     a)   Modified Coinsurance Reserve (end of current Accounting Period)
     b)   Quota  share of  transfers  from Fixed  Account to  Variable  Separate
          Accounts during the current Accounting Period
     c)   Quota share of  transfers  from  Variable  Separate  Accounts to Fixed
          Account during the current Accounting Period
     d)   Modified  Coinsurance Reserve (end of preceding Accounting Period)
     e)   Equals a) - b) + c) - d)
     f)   Modified Coinsurance Reserve Investment Credit (Schedule C)

     Modified Coinsurance Reserve Adjustment = e) - f)

4)   Commissions and Allowances (Article III)

5)   Fee Payments (Article IV)

6)   Adjustment for Transfers Involving the Fixed Account (Article VII)

     a)   Adjustment to Reinsurer for transfers out of the Fixed Account
     b)   Adjustment to Ceding Company for transfers into the Fixed Account

     Adjustment for Transfers Involving the Fixed Account = a) - b)

7)   Cash Settlement = l) - 2) - 3) - 4) + 5) - 6)

8)   Transfer for increase in CARVM Allowance


                                       22

                                       48
<PAGE>


SUPPLEMENTAL INFORMATION
<TABLE>
<CAPTION>

                           Number of        Account                             Premium Received During Period
                           Annuities        Value             Reserve
                           Reinsured        Reinsured         Reinsured        Qualified         Non-Qualified
                           ---------        ---------         ---------        ---------         -------------
<S>                        <C>              <C>               <C>              <C>               <C>

Beginning of Period
+ New Issues
- Terminations
End of Period
</TABLE>


ALLOWANCE FOR COMMISSION AND EXPENSE (ARTICLE III)

     a.   quota share of premium taxes paid on annuities reinsured hereunder
     b.   quota share of commissions paid on annuities reinsured hereunder
     c.   $12.50 x CPI factor x quota share of annuities reinsured hereunder
     d.   Number of annuities reinsured hereunder
     e.   $75 x CPI factor x quota share of annuities reinsured hereunder
     f.   Number of reinsured  annuities  issued  during the current  Accounting
          Period
     g.   0.0030 (from Article III, paragraph 3) c) i))
     h.   Quota  share  of  Reinsurance   Premiums   received  on  non-qualified
          contracts during the current Accounting period
     i.   0.018 (from Article III, paragraph 3) d) i))
     j.   Reinsurance Premiums received during the current Accounting Period
     k.   MGDB risk charges (from Article III, paragraph 3) e))
     l.   quota  share  of the  Average  Account  Value on  annuities  reinsured
          hereunder
     m.   quota share of the any rider charges  (from Article III,  paragraph 3)
          f))
     n.   Commission and Expense Allowance
          = a+b+(c*d)+(e*f)+(g*h)+(i*j)+(k*l)+m

FEE PAYMENTS (ARTICLE IV)

     a.   0.000375 (from Article IV, Paragraph 1))
     b.   quota  share  of the  Average  Account  Value on  annuities  reinsured
          hereunder
     c.   Fee Payments
          = a*b


                                       23

                                       49
<PAGE>



DATA FOR CALCULATING PAYMENT FOR TRANSFERS INVOLVING THE FIXED ACCOUNT

                           Transfers        Transfers
                           to Fixed        from Fixed
         Duration           Account          Account

            1
            2
            3
            4
            5
            6+
        Total

SUPPLEMENTAL DATA PROVIDED BY THE CEDING COMPANY

     1)   Reinsurer's  portion of M & E charges  collected  during  the  current
          Accounting Period on the policies reinsured hereunder.
     2)   Reinsurer's  portion of  Administrative  Charges  collected during the
          current Accounting Period on the policies reinsured hereunder.
     3)   Reinsurer's  portion of Surrender Charges collected during the current
          Accounting Period on the policies reinsured hereunder.
     4)   Reinsurer's  portion of Deferred  Loads  collected  during the current
          Accounting Period on the policies reinsured hereunder.
     5)   Reinsurer's  portion of First Year Commissions paid during the current
          Accounting Period on the policies reinsured hereunder.
     6)   Reinsurer's  portion of Renewal  Commissions  paid  during the current
          Accounting Period on the policies reinsured hereunder.
     7)   Miscellaneous inforce information required by the Reinsurer to develop
          GAAP Amortization Schedules for the policies reinsured hereunder.


                                       24

                                       50
<PAGE>


                                   SCHEDULE C

                 MODIFIED COINSURANCE RESERVE INVESTMENT CREDIT
                 ----------------------------------------------


MODIFIED COINSURANCE RESERVE INVESTMENT CREDIT. The Modified Coinsurance Reserve
Investment  Credit is equal to the portion of the sum of all accrued  investment
income and capital  gains and losses,  realized  and  unrealized,  on the Ceding
Company's  Variable  Separate  Accounts for the current  Accounting Period which
corresponds to the portion of the variable annuities reinsured hereunder.

For  the  annuities  reinsured  hereunder,   the  Modified  Coinsurance  Reserve
Investment  Credit will be adjusted for income taxes or changes in any provision
for taxes,  and investment  management fees or any other fund level charges.  It
will not be reduced for  mortality  and expense risk  charges or  administrative
charges as defined in the annuity contracts.




                                       25

                                       51
<PAGE>


                                   SCHEDULE D

              MINIMUM GUARANTEED DEATH BENEFIT (MGDB) RISK CHARGES
              ----------------------------------------------------

For annuities under this agreement,  Option 1 shall mean annuities issued with a
"7% Solution" enhanced death benefit,  Option 2 shall mean annuities issued with
an "Annual  Ratchet" or "5.5% Solution"  enhanced death benefit,  Option 3 shall
mean  annuities  issued with a  "Standard"  death  benefit,  Option 4 shall mean
annuities issued with a "Max 7" enhanced death benefit,  and Option 5 shall mean
annuities  issued with a Max 5.5" enhanced  death  benefit,  as described in the
prospectus and the contract.

               Type of Death Benefit              MGDB Risk Charge
               ---------------------              ----------------
                     Option 1                         0.1250%
                     Option 2                         0.0500%
                     Option 3                         0.0375%
                     Option 4                         0.1375%
                     Option 5                         0.0625%




                                       26

                                       52