FINANCE SHARED SERVICES CENTER SERVICES AGREEMENT
                -------------------------------------------------


     This Finance Shared  Services Center Services  Agreement  ("Agreement")  is
made this 1ST day of SEPTEMBER,  2000, by and among ING North America  Insurance
Corporation,  a Delaware  corporation  ("Service  Provider")  and Ameribest Life
Insurance  Company, a Georgia  corporation;  Equitable Life Insurance Company of
Iowa, an Iowa corporation;  USG Annuity & Life Company, an Oklahoma corporation;
Golden American Life Insurance Company, a Delaware corporation;  First Columbine
Life  Insurance  Company,  a Colorado  corporation;  Life  Insurance  Company of
Georgia,  a Georgia  corporation;  Southland  Life  Insurance  Company,  a Texas
corporation;  Security Life of Denver Insurance Company, a Colorado corporation;
Midwestern United Life Insurance  Company,  an Indiana  corporation;  and United
Life &  Annuity  Insurance  Company,  a Texas  corporation  (referred  to herein
individually as the "Company" or collectively as the "Companies").

                                    RECITALS
                                    --------

       WHEREAS,   the  Service  Provider  possesses  certain  unique  resources,
including  experienced personnel and specialized computer hardware and software,
to enable the Service  Provider to establish a Finance Shared Services Center to
provide  certain  accounting,  finance  and  treasury  services  to support  the
financial operations of the Companies; and

       WHEREAS,  the Companies  desire to engage the Service Provider to provide
certain accounting,  finance and treasury services , and thereby achieve certain
operating  economies  and  improved  service  to the  benefit  of the all of the
parties.

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

       1.     SERVICES.
               -------

       (a) Subject to the terms, conditions,  and limitations of this Agreement,
the Service Provider will perform accounting,  finance and treasury services for
each  Company.  The services  that the Service  Provider  shall  provide to each
Company include, but are not limited to, the following:

              (i)   Accounts  Payable:     Making  vendor  payments,  monitoring
recurring payments,  processing stop payments,  preparation and filing sales and
use  tax reports and returns,  responding to  questions from vendors,  rocessing
travel  and  expense reports,  maintaining check stock  and  providing copies of
check images to the Companies.

              (ii)  Fixed Assets:   Accounting  for  real  estate  transactions,
maintaining the fixed asset records and processing payments for property taxes.

              (iii) General Ledger:    Processing  journal  entries,  processing
expense  allocations,  establishing and  maintaining  accounts and cost centers,
processing intercompany transactions and processing the monthly closing.

              (iv)  Financial Reporting:Generating applicable monthly, quarterly
and annual financial statements on statutory,  US GAAP, tax and ING (Dutch) GAAP
bases;  monitoring  changes to statutory,  US GAAP, tax and ING GAAP  accounting
standards;  corresponding  and  coordinating  reporting to regulatory  agencies;
coordinating  the  external  audit  with  the  external  auditors;  coordinating


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external examinations with state insurance departments; preparing and filing RBC
calculations, preparing and filing escheat reports, preparing and filing benefit
plan reports, and preparing other required regulatory filings.

              (v) Treasury/Cash  Management:  Maintaining banking relationships,
performing  cash  management   procedures  and  short-term  investment  of  cash
balances, and processing of wire transfers.

              (vi)  Other:  Preparing  budget and  planning  reports for finance
shared  services,  monitoring  suspense  account  reports  and other  matters as
requested by each Company.

        (b) The Service  Provider  shall  employ all  operating  and  management
personnel  necessary to provide the  services  required by this  Agreement.  The
Service  Provider shall also maintain such  facilities and equipment as it deems
reasonably necessary in order to provide the services required by the Agreement,
including data processing equipment and communications equipment. Subject to the
terms (including any limitations and restrictions) of any applicable software or
hardware licensing agreement then in effect between the Service Provider and any
licensor, the Service Provider shall, upon termination of this Agreement,  grant
to each  Company  a  perpetual  license,  without  payment  of any  fee,  in any
electronic data processing software developed or used by the Service Provider in
connection with the services  provided to that Company,  if such software is not
commercially  available and is necessary,  in the Company's reasonable judgment,
for that  Company to perform the  functions  provided  by the  Service  Provider
hereunder after termination of this Agreement.

       (c) The parties agree that all documents,  reports, records, books, files
and other materials relative to the services performed for a given Company under
this Agreement shall be the sole property of that Company.

       (d)  The  Service  Provider  shall  perform  any  services  hereunder  in
accordance  with  any  reasonable   standards,   guidelines  and  service  level
agreements that the Service Provider and the Companies develop,  and the Service
Provider shall at all times act in a manner  reasonably  calculated to be in the
best interests of the Companies.

       3.     CHARGES FOR SERVICES.
              --------------------

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

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

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


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              (ii)  "Indirect  Costs"  include all other  costs  incurred by the
Service  Provider in  rendering  services  to each  Company,  including  but not
limited to the cost of rent or depreciation of office space,  utilities,  office
equipment,  and  supplies  utilized by  employees  who are employed in rendering
services to each Company.  Indirect costs shall be charged to each Company based
on the  proportion  of total  direct  costs  chargeable  to each  Company  under
subparagraph  (i),  herein.  In other words, if the direct costs chargeable to a
Company represents 20% of the Service Provider's total direct costs, then 20% of
the Service Provider's indirect costs will be charged to the Company.

       (c) The charges for Direct  Costs and  Indirect  Costs  referred to above
shall be made by the Service Provider on a monthly basis.

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

       (e) Each Company shall have the right to inspect,  upon reasonable notice
to the Service  Provider,  all books and records of the Service Provider related
to the  provision  of  services  so as to verify the  accuracy  of all  expenses
reimbursed under this Agreement.
       4.     TERM.
              ----

       This  Agreement  shall be effective on the first day of September,  2000,
and  shall  end on the 31st  day of  December,  2001.  This  Agreement  shall be
automatically  renewed on the first day of each calendar year  thereafter  for a
twelve-month  period  under  the  same  terms  and  conditions,  subject  to the
provisions for termination set forth herein.

       5.     TERMINATION.
              -----------

       This  Agreement  may be  terminated  by the  Service  Provider  or by any
Company (a) at the end of any term, upon written notice not later than the first
day of October  of the  expiring  term,  (b) at any time upon  ninety  (90) days
written  notice  or (c) at any  time  upon the  mutual  consent  of the  Service
Provider and a Company, as to the services provided to that Company.

       6.     STANDARD OF SERVICE.
              -------------------

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

       7.     LIMITATION OF AUTHORITY.
              -----------------------

       Each Company shall retain  ultimate  control and  responsibility  for all
services that it has delegated to the Service Provider under this Agreement. The
Service Provider shall provide services hereunder as an independent  contractor,


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and shall act hereunder so as to assure the separate  operating identity of each
Company.  While rendering  services to each Company  pursuant to this Agreement,
the Service  Provider,  its officers and employees  shall not at any time or for
any purpose be considered agents of a Company unless otherwise  expressly agreed
to by those parties. Under no circumstances shall the services provided pursuant
to this Agreement be deemed to be those of a third party administrator  pursuant
to any applicable state statutes.


       8.     INDEMNIFICATION.
              ---------------

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


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

       9.     NOTICES.
              -------

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

       10.    COOPERATION.
              -----------

       Each party hereto shall cooperate with each other,  and with  appropriate
governmental  authorities  (including,  without  limitation,  the Securities and
Exchange  Commission,  the National  Association of Securities Dealers and state
insurance regulators) and shall permit such authorities reasonable access to its
books and records in connection with any  investigation  or inquiry  relating to
this Agreement or the transactions contemplated hereby.

       11.    ARBITRATION.
              -----------

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

       12.    WAIVER.
              ------

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

       13.    MISCELLANEOUS.
              -------------

       This  Agreement may not be assigned by the Service  Provider  without the
prior  written  consent of the  Companies and may not be assigned by any Company
without  the prior  written  consent of the  Service  Provider.  This  Agreement
constitutes the entire  agreement of the parties  hereto.  This Agreement may be
amended only by a written  instrument  executed by all  parties,  except for the
addition of an affiliate entity as a future  participant as set forth in Section
14 below.  If any  portion of this  Agreement  is invalid  under any  applicable
statute  or rule of law,  it shall not affect the  remainder  of this  Agreement
which shall  remain valid and binding.  This  Agreement  shall be binding on the
parties,  their legal  representatives  and successors.  This Agreement shall be


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construed in  accordance  with and governed by the laws of the State of Georgia,
the state in which the services are  provided,  without  regard to principles of
conflict of laws.

      14.      FUTURE PARTICIPANTS.
               -------------------

       The parties to this Agreement  acknowledge  that other entities which are
affiliates of the parties to this  Agreement may in the future desire to utilize
the services provided by the Service Provider under this Agreement. Upon such an
entity executing an amendment to this Agreement in which the entity agrees to be
bound by all of the terms and provisions of this Agreement,  such entity will be
deemed to be a party to this Agreement for all purposes.

       15.    COUNTERPARTS.
              ------------

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

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

                                           ING NORTH AMERICA INSURANCE
                                           CORPORATION

                                           By:___________________________
                                           Name:_________________________
                                           Title:__________________________


                                           AMERIBEST LIFE INSURANCE COMPANY

                                           By:___________________________
                                           Name:_________________________
                                           Title:__________________________


                                           EQUITABLE LIFE INSURANCE COMPANY
                                           OF IOWA

                                           By:___________________________
                                           Name:_________________________
                                           Title:__________________________


                                           USG ANNUITY & LIFE INSURANCE COMPANY

                                           By:___________________________
                                           Name:_________________________
                                           Title:__________________________



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                                           GOLDEN AMERICAN LIFE INSURANCE
                                           COMPANY


                                           By:___________________________
                                           Name:_________________________
                                           Title:__________________________

                                           FIRST COLUMBINE LIFE INSURANCE
                                           COMPANY

                                           By:___________________________
                                           Name:_________________________
                                           Title:__________________________


                                           LIFE INSURANCE COMPANY OF GEORGIA


                                           By:___________________________
                                           Name:_________________________
                                           Title:__________________________

                                           SOUTHLAND LIFE INSURANCE COMPANY

                                           By:___________________________
                                           Name:_________________________
                                           Title:__________________________


                                           SECURITY LIFE OF DENVER INSURANCE
                                           COMPANY

                                           By:___________________________
                                           Name:_________________________
                                           Title:__________________________


                                           MIDWESTERN UNITED LIFE INSURANCE
                                           COMPANY

                                           By:___________________________
                                           Name:_________________________
                                           Title:__________________________

                                           UNITED LIFE & ANNUITY INSURANCE
                                           COMPANY

                                           By:___________________________
                                           Name:_________________________
                                           Title:__________________________


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                                    EXHIBIT A
                                    ---------

                              ADDRESSES FOR NOTICE
                              --------------------

       ING North America Insurance Corporation
       Attention:  President
       5780 Powers Ferry Road, NW
       Atlanta, Georgia 30327

       Ameribest Life Insurance Company
       Attention:  President
       909 Locust Street
       Des Moines, Iowa 50309

       Equitable Life Insurance Company of Iowa
       Attention:  President
       909 Locust Street
       Des Moines, Iowa 50309

       USG Annuity & Life Company
       Attention:  President
       909 Locust Street
       Des Moines, Iowa 50309

       Golden American Life Insurance Company
       Attention:  President
       1475 Dunwoody Drive
       West Chester, Pennsylvania 19380

       First Columbine Life Insurance Company
       Attention:  President
       1290 Broadway
       Denver, Colorado 80203

       Life Insurance Company of Georgia
       Attention:  President
       5780 Powers Ferry Road, NW
       Atlanta, Georgia 30327

       Southland Life Insurance Company
       Attention:  President
       5780 Powers Ferry Road, NW
       Atlanta, Georgia 30327

       Security Life of Denver Insurance Company
       Attention:  President
       1290 Broadway
       Denver, Colorado 80203


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       Midwestern United Life Insurance Company
       Attention:  President
       1290 Broadway
       Denver, Colorado 80203

       United Life & Annuity Insurance Company
       Attention:  President
       909 Locust Street
       Des Moines, Iowa 50309

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