As filed with the Securities and Exchange Registration No. 333-57212
Commission on April 29, 2002
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to

FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Golden American Life Insurance Company
- --------------------------------------------------------------------------------

41-0991508
- --------------------------------------------------------------------------------

Linda E. Senker, Esq. Kimberly J. Smith
ING ING
1475 Dunwoody Drive 1475 Dunwoody Drive
West Chester, PA 19380-1478 West Chester, PA 19380-1478
(610) 425-4139 (610) 425-3427

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

- --------------------------------------------------------------------------------

The annuities covered by this registration statement are to be issued from time
to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [XX]

If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [XX]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ______________

If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ] ______________

If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______________

If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

Amount previously registered in connection with File Nos. 333-57212,
were $500,000,000 at registration fees of $125,000, respectively.

- ---------------------------------------------------------------------------
The registrant hereby amends this registration statement statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission acting
pursuant to said section 8(a), may determine.

CROSS REFERENCE SHEET
PURSUANT TO REGULATION S-K
ITEM 501(b)

FORM S-2
ITEM NO. INFORMATION REQUIRED IN PROSPECTUS LOCATION
-------- ----------------------------------

1 Forepart of the Registration Statement and
Outside Front Cover Page of
Prospectus .......................................... Outside Front Cover

2 Inside Front and Outside Back Cover
Pages of Prospectus.................................. Table of Contents (inside front cover)

3 Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges......................... Contract Overview

4 Use of Proceeds...................................... Purchase

5 Determination of Offering Price...................... Not Applicable

6 Dilution............................................. Not Applicable

7 Selling Security Holders............................. Not Applicable

8 Plan of Distribution................................. Other Topics - Distribution of Contracts

9 Description of Securities to be
Registered........................................... Guaranteed Terms and Guaranteed
Interest Rates

10 Interests of Named Experts and
Counsel.............................................. Legal Matters

FORM S-2
ITEM NO. INFORMATION REQUIRED IN PROSPECTUS LOCATION
-------- ----------------------------------

11 Information with Respect to the
Registrant........................................... The Company

12 Incorporation of Certain Information
by Reference......................................... Incorporation of Certain Documents by
Reference

13 Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities...................................... Not Applicable

GOLDEN AMERICAN GUARANTEED ACCOUNT PROSPECTUS - MAY 1, 2002
-----------------------------------------------------------

INTRODUCTION
The Golden American Guaranteed Account (the Guaranteed Account) is a fixed
interest option available during the accumulation phase under the Smart Design
variable annuity contract issued by the Golden American Life Insurance Company
(the Company, we, us, our). Read this prospectus carefully before investing in
the Guaranteed Account and save it for future reference.

GENERAL DESCRIPTION
The Guaranteed Account offers investors an opportunity to earn specified
guaranteed rates of interest for specified periods of time, called guaranteed
terms. We generally offer several guaranteed terms at any one time for those
considering investing in the Guaranteed Account. Each guaranteed term offers a
guaranteed interest rate for investments that remain in the Guaranteed Account
for the duration of the specific guaranteed term. The guaranteed term
establishes both the length of time for which we agree to credit a guaranteed
interest rate and how long your investment must remain in the Guaranteed Account
in order to receive the guaranteed interest rate.

We guarantee both principal and interest if, and only if, your investment
remains invested for the full guaranteed term. Charges related to the contract,
such as a maintenance fee or early withdrawal charge, may still apply even if
you do not withdraw until the end of a guaranteed term. INVESTMENTS TAKEN OUT OF
THE GUARANTEED ACCOUNT PRIOR TO THE END OF A GUARANTEED TERM MAY BE SUBJECT TO A
MARKET VALUE ADJUSTMENT WHICH MAY RESULT IN AN INVESTMENT GAIN OR LOSS. SEE
"MARKET VALUE ADJUSTMENT."

PREMIUM BONUS OPTION. If the premium bonus option is available under your
contract and you elect that option, we will credit a premium bonus to your
contract for each purchase payment you make during the first account year. There
is an additional charge for this option during the first seven account years.
For amounts allocated to the Guaranteed Account, the assessment of this charge
will result in a reduction in the interest which would have been credited to
your account during the first seven account years if you had not elected the
premium bonus option. Therefore, the fees you will pay if you elect the premium
bonus option will be greater than the fees you will pay if you do not elect the
premium bonus option. The premium bonus option may not be right for you if you
expect to make additional purchase payments after the first account year or if
you anticipate that you will need to make withdrawals during the first seven
account years. In these circumstances the amount of the premium bonus option
charge may be more than the amount of the premium bonus we credit to your
contract. See the "Premium Bonus Option-Suitability" section of the contract
prospectus. The premium bonus option may not be available in all states.

This prospectus will explain:

o Guaranteed interest rates and guaranteed terms;
o Contributions to the Guaranteed Account;
o Types of investments available;
o How rates are offered;
o How there can be an investment risk and how we calculate gain or loss;
o Contract charges that can affect your account value in the Guaranteed
Account;
o Taking investments out of the Guaranteed Account; and
o How to reinvest or withdraw at maturity.

ADDITIONAL DISCLOSURE INFORMATION
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. WE DO NOT INTEND FOR THIS PROSPECTUS TO BE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY STATE OR JURISDICTION
THAT DOES NOT PERMIT THEIR SALE. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH INFORMATION THAT IS DIFFERENT THAN THAT CONTAINED IN THIS PROSPECTUS.

Our Customer Service Center:
P.O. Box 2700
West Chester, PA 19380
1-800-366-0066

GOLDEN AMERICAN GA

TABLE OF CONTENTS

PAGE

SUMMARY 3

DESCRIPTION OF THE GUARANTEED ACCOUNT 7
General, Contributions to the Guaranteed Account, Deposit Period,
Guaranteed Terms, Guaranteed Interest Rates,

Maturity Value Transfer Provision

TRANSFERS 10

WITHDRAWALS 10
Deferral of Payments, Reinstatement Privilege

MARKET VALUE ADJUSTMENT (MVA) 11
Calculation of the MVA, Deposit Period Yield, Current Yield, MVA Formula

CONTRACT CHARGES 13

OTHER TOPICS 14 The Company - Income Phase
- - Investments - Distribution of Contracts - Taxation - Experts -
Legal Proceedings - Legal Matters - Further Information -
Incorporation of Certain Documents by Reference - Inquiries

APPENDIX I - EXAMPLES OF MARKET VALUE ADJUSTMENT CALCULATIONS 18

APPENDIX II - EXAMPLES OF MARKET VALUE ADJUSTMENT YIELDS 20

SUMMARY
- --------------------------------------------------------------------------------
The Guaranteed Account is a fixed interest option that may be available during
the accumulation phase of your variable annuity contract. The following is a
summary of certain facts about the Guaranteed Account.

IN GENERAL. Amounts that you invest in the Guaranteed Account will earn a
guaranteed our Customer Service Center at: interest rate if left in the
Guaranteed Account for a specified period of time (the P.O. Box 2700 guaranteed
term). You must invest amounts in the Guaranteed Account for the full West
Chester, PA 19380 guaranteed term in order to receive the quoted guaranteed
interest rate. If you withdraw 1-800-366-0066 or transfer those amounts before
the end of the guaranteed term, we may apply a "market value adjustment," which
may be positive or negative.

DEPOSIT PERIODS. A deposit period is the time during which we offer a specific
guaranteed interest rate if you deposit dollars for a specific guaranteed term.
For a particular guaranteed interest rate and guaranteed term to apply to your
account dollars, you must invest them during the deposit period in which that
rate and term are offered.

GUARANTEED TERMS. A guaranteed term is the period of time account dollars must
be left in the Guaranteed Account in order to earn the guaranteed interest rate
specified for that guaranteed term. We offer different guaranteed terms at
different times. We may also offer more than one guaranteed term of the same
duration with different guaranteed interest rates. Check with your sales
representative or the Company to learn the details about the guaranteed term(s)
currently offered. We reserve the right to limit the number of guaranteed terms
or the availability of certain guaranteed terms.

GUARANTEED INTEREST RATES. We guarantee different interest rates, depending upon
when account dollars are invested in the Guaranteed Account. For guaranteed
terms one year or longer, we may offer different rates for specified time
periods within a guaranteed term. The interest rate we guarantee is an annual
effective yield; that means that the rate reflects a full year's interest. We
credit interest at a rate that will provide the guaranteed annual effective
yield over one year. The guaranteed interest rate(s) is guaranteed for that
deposit period and for the length of the guaranteed term.

The guaranteed interest rates we offer will always meet or exceed the minimum
interest rates agreed to in the contract. Apart from meeting the contractual
minimum interest rates, we cannot guarantee any aspect of future offerings.

FEES AND OTHER DEDUCTIONS. We do not make deductions from amounts in the
Guaranteed Account to cover mortality and expense risks. We consider these risks
when determining the credited rate. The following other types of charges may be
deducted from amounts held in, withdrawn or transferred from the Guaranteed
Account:

> Market Value Adjustment (MVA). An MVA may be applied to amounts transferred
or withdrawn prior to the end of a guaranteed term, which reflects changes
in interest rates since the deposit period. The MVA may be positive or
negative and therefore may increase or decrease the amount withdrawn to
satisfy a transfer or withdrawal request. See "Market Value Adjustment
(MVA)."

- -------------------------------
QUESTIONS: CONTACTING THE
COMPANY. To answer your
questions, contact your sales
representative or write or call
- -------------------------------

> Tax Penalties and/or Tax Withholding. Amounts withdrawn may be subject to
withholding for federal income taxes, as well as a 10% penalty tax for
amounts withdrawn prior to your having attained age 59 1/2. See "Taxation";
see also the "Taxation" section of the contract prospectus.
> Early Withdrawal Charge. An early withdrawal charge, which is a deferred
sales charge, may apply to amounts withdrawn from the contract, in order to
reimburse us for some of the sales and administrative expenses associated
with the contract. See "Contract Charges"; see also the "Fees" section of
the contract prospectus.
> Maintenance Fee. A maintenance fee of up to $30 may be deducted, on an
annual basis, pro rata from all funding options including the Guaranteed
Account. See "Contract Charges"; see also the "Fees" section of the
contract prospectus.
> Transfer Fees. During the accumulation phase, transfer fees of up to $10
per transfer may be deducted from amounts held in or transferred from the
Guaranteed Account. See "Contract Charges"; see also the "Fees" section of
the contract prospectus.
> Premium Taxes. We may deduct premium taxes of up to 4% from amounts in the
Guaranteed Account. See "Contract Charges"; see also the "Fees" section of
the contract prospectus.
> Premium Bonus Option Charge. If you elected the premium bonus option, a
charge will be deducted from amounts allocated to the Guaranteed Account,
resulting in a 0.50% reduction in the interest which would have been
credited to your account during the first seven account years if you had
not elected the premium bonus option. See "Contract Charges"; see also the
"Fee Tables," "Fees" and "Premium Bonus Option" sections of the contract
prospectus.

MARKET VALUE ADJUSTMENT (MVA). If you withdraw or transfer your account value
from the Guaranteed Account before a guaranteed term is complete, an MVA may
apply. The MVA reflects the change in the value of the investment due to changes
in interest rates since the date of deposit. The MVA may be positive or negative
depending upon interest rate activity at the time of withdrawal or transfer.

An MVA will not apply to:

> Amounts transferred or withdrawn at the end of a guaranteed term;
> Transactions made under the maturity value transfer provision;
> Transfers due to participation in the dollar cost averaging program (see
"Market Value Adjustment" for certain restrictions);
> Amounts distributed under a systematic distribution option (see "Systematic
Distribution Options" in the contract prospectus);
> Withdrawals for minimum distributions required by the Internal Revenue Code
of 1986, as amended (Tax Code), and for which the early withdrawal charge
is waived; and
> Withdrawals due to your exercise of the right to cancel your contract. See
the "Right to Cancel" section of the contract prospectus.

MVAs applied to withdrawals or transfers from the Guaranteed Account will be
calculated as an "aggregate MVA," which is the sum of all MVAs applicable due to
the withdrawal (see "Market Value Adjustment"). The following withdrawals will
be subject to an aggregate MVA only if it is positive:

> Withdrawals due to the election of a lifetime income option; and
> Unless otherwise noted, payment of a guaranteed death benefit (if paid
within the first six months following death).

All other withdrawals will be subject to an aggregate MVA, regardless of whether
it is positive or negative, including:

> Withdrawals due to the election of a nonlifetime income option;
> Payment of a guaranteed death benefit due to the death of a spousal
beneficiary or a joint contract holder who continued the account in his or
her name after the death of the other joint contract holder;
> Payment of a guaranteed death benefit more than six months after the date
of death; and
> Full or partial withdrawals during the accumulation phase (an MVA may not
apply in certain situations, see "Market Value Adjustment (MVA)").

See "Description of the Guaranteed Account" and "Market Value Adjustment (MVA)."

MATURITY OF A GUARANTEED TERM. On or before the end of a guaranteed term, you
may instruct us to:

> Transfer the matured amount to one or more new guaranteed terms available
under the current deposit period;
> Transfer the matured amount to other available investment options; or
> Withdraw the matured amount.

Amounts withdrawn may be subject to an early withdrawal charge, a maintenance
fee, tax withholding and, if you are under age 59 1/2, tax penalties.
Withdrawals may also result in the forfeiture of all or part of any premium
bonus credited to the Guaranteed Account (see "Premium Bonus Option" in the
contract prospectus).

- ------------------------------
CONTRACT HOLDER (YOU/YOUR)--
The contract holder of any
individually owned contract or
the certificate holder of a
group contract.
- ------------------------------

See "Contract Charges"; see also the "Fees" and "Taxation" sections of the
contract prospectus.

When a guaranteed term ends, if we have not received instructions from you, we
will automatically reinvest the maturing investment into a new guaranteed term
of similar length (see "Maturity of a Guaranteed Term" and "Maturity Value
Transfer Provision"). If the same guaranteed term is no longer available, the
next shortest guaranteed term available in the current deposit period will be
used. If no shorter guaranteed term is available, the next longest guaranteed
term will be used.

If you do not provide instructions concerning the maturing amount on or before
the end of a guaranteed term, and this amount is automatically reinvested as
noted above, the maturity value transfer provision will apply.

MATURITY VALUE TRANSFER PROVISION. This provision allows transfers or
withdrawals of amounts automatically reinvested at the end of a guaranteed term
without an MVA, if the transfer or withdrawal occurs during the calendar month
immediately following a guaranteed term maturity date. As described in "Fees and
Other Deductions" above, other fees, including an early withdrawal charge and a
maintenance fee, may be assessed on amounts withdrawn. See "Maturity Value
Transfer Provision."

TRANSFER OF ACCOUNT DOLLARS. Generally, account dollars invested in the
Guaranteed Account may be transferred among guaranteed terms offered through the
Guaranteed Account and/or to other investment options offered through the
contract. However:

> Transfers may not be made during the deposit period in which your account
dollars are invested in the Guaranteed Account or for 90 days after the
close of that deposit period; and
> We may apply an MVA to transfers made before the end of a guaranteed term.

INVESTMENTS. Guaranteed interest rates credited during any guaranteed term are
not determined by investment performance. Deposits received into the Guaranteed
Account will generally be invested in federal, state and municipal obligations,
corporate bonds, preferred stocks, real estate mortgages, real estate, certain
other fixed income investments and cash or cash equivalents. All of our general
assets are available to meet guarantees under the Guaranteed Account.

Amounts allocated to the Guaranteed Account are held in a nonunitized separate
account established by the Company under Delaware law.

NOTIFICATION OF MATURITY. We will notify you at least 18 calendar days prior to
the maturity of a guaranteed term. We will include information relating to the
current deposit period's guaranteed interest rates and the available guaranteed
terms. You may obtain information concerning available deposit periods,
guaranteed interest rates and guaranteed terms by telephone (1-800-366-0066).
See "Description of the Golden American Guaranteed Account--General" and
"Maturity of a Guaranteed Term."

DESCRIPTION OF THE GUARANTEED ACCOUNT
- --------------------------------------------------------------------------------

GENERAL

The Guaranteed Account offers guaranteed interest rates for specific guaranteed
terms. For a particular guaranteed interest rate and guaranteed term to apply to
your account dollars, you must invest them during the deposit period in which
that rate and term are offered. For guaranteed terms of one year or longer, we
may offer different interest rates for specified time periods within a
guaranteed term. We may also offer more than one guaranteed term of the same
duration with different guaranteed interest rates.

An MVA may be applied to any values withdrawn or transferred from a guaranteed
term prior to the end of that guaranteed term, except for amounts transferred
under the maturity value transfer provision, amounts transferred under the
dollar cost averaging program, amounts withdrawn under a systematic distribution
option, amounts withdrawn for minimum distributions required by the Tax Code and
withdrawals due to your exercise of the right to cancel your contract.

> Withdrawals due to the election of a lifetime income option; and
> Unless otherwise noted, payment of a guaranteed death benefit (if paid
within the first six months following death).

All other withdrawals will be subject to an aggregate MVA, regardless of whether
it is positive or negative, including:

We maintain a toll-free telephone number for those wishing to obtain information
concerning available deposit periods, guaranteed interest rates and guaranteed
terms. The telephone number is 1-800-366-0066. At least 18 calendar days before
a guaranteed term matures we will notify you of the upcoming deposit period
dates and information on the current guaranteed interest rates, guaranteed terms
and projected matured guaranteed term values.

CONTRIBUTIONS TO THE GUARANTEED ACCOUNT
You may invest in the guaranteed terms available in the current deposit period
by allocating new payments to the Guaranteed Account or by transferring a sum
from other funding options available under the contract or from other guaranteed
terms of the Guaranteed Account, subject to the transfer limitations described
in the contract. We may limit the number of guaranteed terms you may select.
Currently, if the dollar cost averaging program is in effect in a guaranteed
term and you wish to add an additional deposit to be dollar cost averaged, all
amounts to be dollar cost averaged will be

combined and the dollar cost averaging amount will be recalculated. This will
affect the duration of amounts in the guaranteed term.

Although there is currently no limit, we reserve the right to limit the total
number of investment options you may select at any one time during the life of
the contract. For purposes of determining any limit, each guaranteed term counts
as one investment option. Although we may require a minimum payment(s) to a
contract, we do not require a minimum investment for a guaranteed term. Refer to
the contract prospectus. There is a $500 minimum for transfers from other
funding options.

Investments may not be transferred from a guaranteed term during the deposit
period in which the investment is applied or during the first 90 days after the
close of the deposit period. This restriction does not apply to amounts
transferred or withdrawn under the maturity value transfer provision, to amounts
transferred under the dollar cost averaging program or, in some situations,
withdrawn because you discontinued the dollar cost averaging program, or to
amounts distributed under a systematic distribution option. See "Maturity Value
Transfer Provision" and "Transfers."

DEPOSIT PERIOD
The deposit period is the period of time during which you may direct investments
to a particular guaranteed term(s) and receive a stipulated guaranteed interest
rate(s). The deposit period for a guaranteed term ends upon the commencement of
that specific guaranteed term. Each deposit period may be a month, a calendar
quarter or any other period of time we specify.

GUARANTEED TERMS
A guaranteed term is the time we specify during which we credit the guaranteed
interest rate. We offer guaranteed terms at our discretion for various periods
ranging up to and including ten years. We may limit the number of guaranteed
terms you may select and may require enrollment in the dollar cost averaging
program.

GUARANTEED INTEREST RATES
Guaranteed interest rates are the rates that we guarantee will be credited on
amounts applied during a deposit period for a specific guaranteed term. We may
offer different guaranteed interest rates on guaranteed terms of the same
duration. Guaranteed interest rates are annual effective yields, reflecting a
full year's interest. We credit interest at a rate that will provide the
guaranteed annual effective yield over one year. Guaranteed interest rates are
credited according to the length of the guaranteed term as follows:

GUARANTEED TERMS OF ONE YEAR OR LESS. The guaranteed interest rate is credited
from the date of deposit to the last day of the guaranteed term.

GUARANTEED TERMS OF GREATER THAN ONE YEAR. Several different guaranteed interest
rates may be applicable during a guaranteed term of more than one year. The
initial guaranteed interest rate is credited from the date of deposit to the end
of a specified period within the guaranteed term. We may credit several
different guaranteed interest rates for subsequent specific periods of time
within the guaranteed term. For example, for a five-year guaranteed term we may
guarantee 7% for the first year, 6.75% for the next two years and 6.5% for the
remaining two years. We reserve the right, however, to apply one guaranteed
interest rate for an entire guaranteed term.

We will not guarantee or credit a guaranteed interest rate below the minimum
rate specified in the contract, nor will we credit interest at a rate above the
guaranteed interest rate we announce prior to the start of a deposit period.

Our guaranteed interest rates are influenced by, but are not determined by,
interest rates available on fixed income investments we may buy using deposits
directed to the Guaranteed Account (see "Investments"). We consider other
factors when determining guaranteed interest rates including regulatory and tax
requirements, sales commissions and administrative expenses borne by the
Company, general economic trends and competitive factors. WE MAKE THE FINAL
DETERMINATION REGARDING GUARANTEED INTEREST RATES. WE CANNOT PREDICT THE LEVEL
OF FUTURE GUARANTEED INTEREST RATES.

MATURITY OF A GUARANTEED TERM. At least 18 calendar days prior to the maturity
of a guaranteed term we will notify you of the upcoming deposit period, the
projected value of the amount maturing at the end of the guaranteed term and the
guaranteed interest rate(s) and guaranteed term(s) available for the current
deposit period.

When a guaranteed term matures, the amounts in any maturing guaranteed term may
be:
> Transferred to a new guaranteed term(s), if available under the contract;
> Transferred to any of the allowable investment options available under the
contract; or
> Withdrawn from the contract.

We do not apply an MVA to amounts transferred or withdrawn from a guaranteed
term on the date the guaranteed term matures. Amounts withdrawn, however, may be
subject to an early withdrawal charge, a maintenance fee, taxation and, if the
contract holder is under age 59 1/2, tax penalties. Withdrawals may also result
in the forfeiture of all or part of any premium bonus credited to the Guaranteed
Account (see "Premium Bonus Option" in the contract prospectus).

If we have not received direction from you by the maturity date of a guaranteed
term, we will automatically transfer the matured term value to a new guaranteed
term of similar length. If the same guaranteed term is no longer available, the
next shortest guaranteed term available in the current deposit period will be
used. If no shorter guaranteed term is available, the next longest guaranteed
term will be used.

Under the Guaranteed Account, each guaranteed term is counted as one funding
option. If a guaranteed term matures, and is renewed for the same term, it will
not count as an additional investment option for purposes of any limitation on
the number of investment options.

You will receive a confirmation statement, plus information on the new
guaranteed rate(s) and guaranteed term.

MATURITY VALUE TRANSFER PROVISION

If we automatically reinvest the proceeds from a matured guaranteed term, you
may transfer or withdraw from the Guaranteed Account the amount that was
reinvested without an MVA. An early withdrawal charge and maintenance fee may
apply to withdrawals. If the full amount reinvested is transferred or withdrawn,
we will include interest credited to the date of the transfer or withdrawal.
This provision is only available until the last business day of the month
following the maturity date of the prior guaranteed term. This provision only
applies to the first transfer or withdrawal request received from the contract
holder with respect to a particular matured guaranteed term value, regardless of
the amount involved in the transaction.

- ------------------------------
BUSINESS DAY--Any day on which
the New York Stock Exchange is
open.
- ------------------------------

TRANSFERS
- --------------------------------------------------------------------------------

We allow you to transfer all or a portion of your account value to the
Guaranteed Account or to other investment options under the contract. We do not
allow transfers from any guaranteed term to any other guaranteed term or
investment option during the deposit period for that guaranteed term or for 90
days following the close of that deposit period. The 90-day wait does not apply
to:

> Amounts transferred on the maturity date or under the maturity value
transfer provision;
> Amounts transferred from the Guaranteed Account before the maturity date
due to the election of an income phase payment option;
> Amounts distributed under a systematic distribution option;
> Amounts transferred from an available guaranteed term in connection with
the dollar cost averaging program; and
> Withdrawals due to your exercise of the right to cancel your contract. See
the "Right to Cancel" section of the contract prospectus.

Transfers after the 90-day period are permitted from a guaranteed term(s) to
another guaranteed term(s) available during a deposit period or to other
available investment options. We will apply an MVA to transfers made before the
end of a guaranteed term. Transfers within one calendar month of a term's
maturity date are not counted as one of the 12 free transfers of accumulated
values in the account.

When the contract holder requests the transfer of a specific dollar amount, we
account for any applicable MVA in determining the amount to be withdrawn from a
guaranteed term(s) to fulfill the request. Therefore, the amount we actually
withdraw from the guaranteed term(s) may be more or less than the requested
dollar amount (see "Appendix I" for an example). For more information on
transfers, see the contract prospectus.

WITHDRAWALS
- --------------------------------------------------------------------------------
- ------------------------------
Guaranteed Term Group--A
grouping of deposits having
the same guaranteed term.
- ------------------------------

The contract allows for full or partial withdrawals from the Guaranteed Account
at any time during the accumulation phase. To make a full or partial withdrawal,
a request form (available from us) must be properly completed and submitted to
our Home Office (or other designated office as provided in the contract).

Partial withdrawals are made pro rata from each guaranteed term group. Within
each guaranteed term group, we will first withdraw funds from the oldest deposit
period until depleted, then from the next oldest and so on.

We may apply an MVA to withdrawals made prior to the end of a guaranteed term,
except for withdrawals made under the maturity value transfer provision (see
"Market Value Adjustment"). We may deduct an early withdrawal charge and
maintenance fee. The early withdrawal charge is a deferred sales charge which
may be deducted upon withdrawal to reimburse us for some of the sales and
administrative expenses associated with the contract. A maintenance fee, up to
$30, may be deducted pro rata from each of the funding options, including the
Guaranteed Account. Refer to the contract prospectus for a description of these
charges. When a request for a partial withdrawal of a

specific dollar amount is made, we will include the MVA in determining the
amount to be withdrawn from the guaranteed term(s) to fulfill the request.
Therefore, the amount we actually take from the guaranteed term(s) may be more
or less than the dollar amount requested. See "Appendix I" for an example.

DEFERRAL OF PAYMENTS
Under certain emergency conditions, we may defer payment of a Guaranteed Account
withdrawal for up to six months. Refer to the contract prospectus for more
details.

REINSTATEMENT PRIVILEGE
You may elect to reinstate all or a portion of a full withdrawal during the 30
days following such a withdrawal. We must receive amounts for reinstatement
within 60 days of the withdrawal.

We will apply reinstated amounts to the current deposit period(s). This means
that the guaranteed annual interest rate(s) and guaranteed terms available on
the date of reinstatement will apply. Amounts will be reinstated to the
guaranteed terms in the same proportion as prior to the full withdrawal. We will
not credit your account for market value adjustments or any premium bonus
forfeited that we deducted at the time of withdrawal or refund any taxes that
were withheld. Refer to the contract prospectus for further details.

MARKET VALUE ADJUSTMENT (MVA)
- --------------------------------------------------------------------------------

We apply an MVA to amounts transferred or withdrawn from the Guaranteed Account
prior to the end of a guaranteed term. To accommodate early withdrawals or
transfers, we may need to liquidate certain assets or use cash that could
otherwise be invested at current interest rates. When we sell assets prematurely
we could realize a profit or loss depending upon market conditions.

The MVA reflects changes in interest rates since the deposit period. When
interest rates increase after the deposit period, the value of the investment
decreases and the MVA amount will be negative. Conversely, when interest rates
decrease after the deposit period, the value of the investment increases and the
MVA amount will be positive. Therefore, the application of an MVA may increase
or decrease the amount withdrawn from a guaranteed term to satisfy a withdrawal
or transfer request.

An MVA will not apply to:
> Amounts transferred or withdrawn at the end of a guaranteed term;
> Transactions made under the maturity value transfer provision;
> Transfers due to participation in the dollar cost averaging program*;
> Amounts distributed under a systematic distribution option--see "Systematic
Distribution Options" in the contract prospectus; or
> Withdrawals for minimum distributions required by the Tax Code and for
which the early withdrawal charge is waived.

* If you discontinue the dollar cost averaging program and transfer the
amounts in it, subject to the Company's terms and conditions governing
guaranteed terms, to another guaranteed term, an MVA will apply.

- ------------------------------
AGGREGATE MVA--The total of
all MVAs applied due to a
transfer or withdrawal.

Calculation of the Aggregate
MVA--In order to satisfy a
transfer or withdrawal,
amounts may be withdrawn from
more than one guaranteed term,
with more than one guaranteed
interest rate. In order to
determine the MVA applicable
to such a transfer or
withdrawal, the MVAs
applicable to each guaranteed
term will be added together,
in order to determine the
"aggregate MVA."

Example:
$1,000 withdrawal, two
guaranteed terms,
MVA1 = $10, MVA2 = $-30
$10 + $-30 = $-20.
Aggregate MVA = $-20.

Example:
$1,000 withdrawal, two
guaranteed terms,
MVA1 = $30, MVA2 = $-10
$30 + $*-10 = $20.
Aggregate MVA = $20.
- ------------------------------

> Withdrawals due to the election of a lifetime income option; and
> Unless otherwise noted, payment of a guaranteed death benefit (if paid
within the first six months following death).

All other withdrawals will be subject to an aggregate MVA, regardless of whether
it is positive or negative, including:

CALCULATION OF THE MVA
The amount of the MVA depends upon the relationship between:

> The deposit period yield of U.S. Treasury Notes that will mature in the
last quarter of the guaranteed term; and
> The current yield of such U. S. Treasury Notes at the time of withdrawal.

If the current yield is less than the deposit period yield, the MVA will
decrease the amount withdrawn from a guaranteed term to satisfy a transfer or
withdrawal request (the MVA will be positive). If the current yield is greater
than the deposit period yield, the MVA will increase the amount withdrawn from a
guaranteed term (the MVA will be negative or detrimental to the investor).

DEPOSIT PERIOD YIELD
We determine the deposit period yield used in the MVA calculation by considering
interest rates prevailing during the deposit period of the guaranteed term from
which the transfer or withdrawal will be made. First, we identify the Treasury
Notes that mature in the last three months of the guaranteed term. Then, we
determine their yield-to-maturity percentages for the last business day of each
week in the deposit period. We then average the resulting percentages to
determine the deposit period yield.

Treasury Note information may be found each business day in publications such as
the Wall Street Journal, which publishes the yield-to-maturity percentages for
all Treasury Notes as of the preceding business day.

CURRENT YIELD
We use the same Treasury Notes identified for the deposit period yield to
determine the current yield--Treasury Notes that mature in the last three months
of the guaranteed term. However, we use the yield-to-maturity percentages for
the last business day of the week preceding the withdrawal and average those
percentages to get the current yield.

MVA FORMULA
The mathematical formula used to determine the MVA is:

{ (1+i)/(1+j) }^(X/365)

where I is the deposit period yield; J is the current yield; and X is the number
of days remaining (computed from Wednesday of the week of withdrawal) in the
guaranteed term.

(For examples of how we calculate MVA, refer to Appendix I.)

We make an adjustment in the formula of the MVA to reflect the period of time
remaining in the guaranteed term from the Wednesday of the week of a withdrawal.

CONTRACT CHARGES
- --------------------------------------------------------------------------------

Certain charges may be deducted directly or indirectly from the funding options
available under the contract, including the Guaranteed Account. The contract may
have a maintenance fee of up to $30 that we will deduct, on an annual basis, pro
rata from all funding options including the Guaranteed Account. We may also
deduct a maintenance fee upon full withdrawal of a contract.

The contract may have an early withdrawal charge that we will deduct, if
applicable, upon a full or partial withdrawal from the contract. If the
withdrawal occurs prior to the maturity of a guaranteed term, both the early
withdrawal charge and an MVA may be assessed.

We do not make deductions from amounts in the Guaranteed Account to cover
mortality and expense risks. Rather, we consider these risks when determining
the interest rate to be credited.

Also, if you elected the premium bonus option, a charge will be deducted from
amounts allocated to the Guaranteed Account, resulting in a 0.50% reduction in
the interest which would have been credited to your account during the first
seven account years if you had not elected the premium bonus option. See the
"Fee Tables," "Fees" and "Premium Bonus Option" sections of the contract
prospectus.

We may deduct a charge for premium taxes of up to 4% from amounts in the
Guaranteed Account.

During the accumulation phase, we reserve the right to charge transfer fees of
up to $10 per transfer from amounts held in or transferred from the Guaranteed
Account.

Refer to the contract prospectus for details on contract deductions.

OTHER TOPICS
- --------------------------------------------------------------------------------

THE COMPANY
We are a Delaware stock life insurance company originally incorporated in
Minnesota on January 2, 1973 and a wholly-owned subsidiary of Equitable Life
Insurance Company of Iowa ("Equitable Life"). Equitable Life is a wholly owned
subsidiary of Equitable of Iowa Companies, Inc. (Equitable of Iowa)which in turn
is a wholly-owned subsidiary of ING Groep N.V. (ING), a global financial
services holding company based in The Netherlands. We are authorized to sell
insurance and annuities in all states, except New York, and the District of
Columbia. In May 1996, we established a subsidiary, First Golden American Life
Insurance Company of New York ("First Golden"), which is authorized to sell
annuities in New York and Delaware. Effective April 1, 2002, First Golden was
merged into ReliaStar Life Insurance Company of New York, an affiliate. Our
consolidated financial statements appear in the Prospectus.

Equitable of Iowa is the holding company for Golden American and Directed
Services, Inc.

Our principal office is located at:

1475 Dunwoody Drive
West Chester, Pennsylvania 19380

INCOME PHASE
The Guaranteed Account may not be used as a funding option during the income
phase. Amounts invested in guaranteed terms must be transferred to one or more
of the options available to fund income payments before income payments can
begin.

An aggregate MVA, as previously described, may be applied to amounts transferred
to fund income payments before the end of a guaranteed term. Amounts used to
fund lifetime income payments will receive either a positive aggregate MVA or
none at all; however, amounts transferred to fund a nonlifetime income payment
option may receive either a positive or negative aggregate MVA. Refer to the
contract prospectus for a discussion of the income phase.

INVESTMENTS
Amounts applied to the Guaranteed Account will be allocated to a nonunitized
separate account established under Delaware law. A nonunitized separate account
is a separate account in which the contract holder does not participate in the
performance of the assets through unit values or any other interest. Contract
holders allocating funds to the nonunitized separate account do not receive a
unit value of ownership of assets accounted for in this separate account. The
risk of investment gain or loss is borne entirely by the Company. All Company
obligations due to allocations to the nonunitized separate account are
contractual guarantees of the Company and are accounted for in the separate
account. All of the general assets of the Company are available to meet our
contractual guarantees. Income, gains and losses of the separate account are
credited to or charged against the separate account without regard to other
income, gains or losses of the Company.

TYPES OF INVESTMENTS. We intend to invest primarily in investment-grade fixed
income securities including:

> Securities issued by the United States Government;
> Issues of United States Government agencies or instrumentalities (these
issues may or may not be guaranteed by the United States Government);
> Debt securities which have an investment grade, at the time of purchase,
within the four highest grades assigned by Moody's Investors Services, Inc.
(Aaa, Aa, A or Baa), Standard & Poor's Corporation (AAA, AA, A or BBB) or
any other nationally-recognized rating service;
> Other debt instruments, including those issued or guaranteed by banks or
bank holding companies, and of corporations, which although not rated by
Moody's, Standard & Poor's or other nationally-recognized rating services,
are deemed by the Company's management to have an investment quality
comparable to securities which may be purchased as stated above; and
> Commercial paper, cash or cash equivalents and other short-term investments
having a maturity of less than one year which are considered by the
Company's management to have investment quality comparable to securities
which may be purchased as stated above.

We may invest in futures and options. We purchase financial futures, related
options and options on securities solely for non-speculative hedging purposes.
Should securities prices be expected to decline, we may sell a futures contract
or purchase a put option on futures or securities to protect the value of
securities held in or to be sold for the nonunitized separate account.
Similarly, if securities prices are expected to rise, we may purchase a futures
contract or a call option against anticipated positive cash flow or may purchase
options on securities.

WE ARE NOT OBLIGATED TO INVEST THE ASSETS ATTRIBUTABLE TO THE CONTRACT ACCORDING
TO ANY PARTICULAR STRATEGY, EXCEPT AS REQUIRED BY DELAWARE AND OTHER STATE
INSURANCE LAWS. THE GUARANTEED INTEREST RATES ESTABLISHED BY THE COMPANY ARE NOT
DETERMINED BY THE PERFORMANCE OF THE NONUNITIZED SEPARATE ACCOUNT.

DISTRIBUTION OF CONTRACTS
Directed Services, Inc. (DSI) is principal underwriter and distributor of the
contract as well as for other contracts issued through the separate account and
other separate accounts of Golden American. The principal address of DSI is 1475
Dunwoody Drive, West Chester, Pennsylvania 19380.

DSI enters into sales agreements with broker-dealers to sell the contracts
through registered representatives who are licensed to sell securities and
variable insurance products. These broker-dealers are registered with the SEC
and are members of the National Association of Securities Dealers, Inc. (NASD).
For additional information, see the contract prospectus.

TAXATION
You should seek advice from your tax adviser as to the application of federal
(and where applicable, state and local) tax laws to amounts paid to or
distributed under the contract. Refer to the contract prospectus for a
discussion of tax considerations.

TAXATION OF THE COMPANY. We are taxed as a life insurance company under Part I
of Subchapter L of the Internal Revenue Code of 1986, as amended. We own all
assets supporting the contract obligations of the Guaranteed Account. Any income
earned on such assets is considered income to the Company. We do not intend to
make any provision or impose a charge under the contract with respect to any tax
liability of the Company.

TAXATION OF PAYMENTS AND DISTRIBUTIONS. For information concerning the tax
treatment of payments to and distributions from the contract, please refer to
the contract prospectus.

EXPERTS
We have incorporated by reference into the Registration Statement of which this
prospectus is a part and/or into this prospectus:

> The consolidated balance sheets of the Company as of December 31, 2001 and
2000 and the related consolidated statements of income, changes in
shareholder's equity and cash flows and all related schedules for each of
the years in the three-year period ended December 31, 2001. These
statements are included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001.
> The reports of Ernst & Young LLP.

The consolidated financial statements of Golden American Life Insurance Company
as of December 31, 2001 and 2000 and for each of the three years in the period
ended December 31, 2001 appearing in Golden American Life Insurance Company's
Annual Report (Form 10-K) for the year ended December 31, 2001 appearing and
incorporated by reference herein, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
appearing elsewhere and incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.

LEGAL PROCEEDINGS
The Company, like other insurance companies, may be involved in lawsuits,
including class action lawsuits. In some class action and other lawsuits
involving insurers, substantial damages have been sought and/or material
settlement payments have been made. We believe that currently there are no
pending or threatened lawsuits that are reasonably likely to have a material
adverse impact on the Company or the Guaranteed Account.

LEGAL MATTERS
The legal validity of the contracts was passed on by Kimberly J. Smith,
Executive Vice President, General Counsel and Assistant Secretary of Golden
American.

FURTHER INFORMATION
This prospectus does not contain all of the information contained in the
registration statement of which this prospectus is a part. Portions of the
registration statement have been omitted from this prospectus as allowed by the
Securities and Exchange Commission (SEC). You may obtain the omitted information
from the offices of the SEC, as described below. We are required by the
Securities Exchange Act of 1934 to file periodic reports and other information
with the SEC. You may inspect or copy information concerning the Company at the
Public Reference Room of the SEC at:

Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549

You may also obtain copies of these materials at prescribed rates from the
Public Reference Room of the above office. You may obtain information on the
operation of the Public Reference Room by calling the SEC at either
1-800-SEC-0330 or 1-202-942-8090. You may also find more information about the
Company at www.ing.com.

A copy of the Company's Annual Report on Form 10-K for the year ended December
31, 2001 accompanies this prospectus. We refer to Form 10-K for a description of
the Company and its business, including financial statements. We intend to send
contract holders annual account statements and other such legally-required
reports. We do not anticipate such reports will include periodic financial
statements or information concerning the Company.

You can find this prospectus and other information the Company files
electronically with the SEC on the SEC's web site at www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We have incorporated by reference the Company's latest Annual Report on Form
10-K, as filed with the SEC and in accordance with the Securities and Exchange
Act of 1934. The Annual Report must accompany this prospectus. Form 10-K
contains additional information about the Company including certified financial
statements for the latest fiscal year. We were not required to file any other
reports pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act
since the end of the fiscal year covered by that Form 10-K. The registration
statement for this prospectus incorporates some documents by reference. We will
provide a free copy of any such documents upon the written or oral request of
anyone who has received this prospectus. We will not include exhibits to those
documents unless they are specifically incorporated by reference into the
document. Direct requests to:

Golden American Life Insurance Company
Attn: Customer Service Department
P.O. Box 2700
West Chester, PA 19380
1-800-366-0066

INQUIRIES
You may contact us directly by writing or calling us at the address or phone
number shown above.

APPENDIX I
EXAMPLES OF MARKET VALUE ADJUSTMENT CALCULATIONS
- --------------------------------------------------------------------------------

The following are examples of market value adjustment (MVA) calculations using
several hypothetical deposit period yields and current yields. These examples do
not include the effect of any early withdrawal charge or other fees or
deductions that may be assessed under the contract upon withdrawal.

EXAMPLE I
Assumptions:

i, the deposit period yield, is 4%

j, the current yield, is 6%

x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.

MVA = { (1+i)/(1+j) }^(x/365)

= { (1.04/1.06) }^(927/365)

= .9528

In this example, the deposit period yield of 4% is less than the current yield
of 6%; therefore, the MVA is less than one. The amount withdrawn from the
guaranteed term is multiplied by this MVA.

If a withdrawal or transfer of a specific dollar amount is requested, the amount
withdrawn from a guaranteed term will be increased to compensate for the
negative MVA amount. For example, a withdrawal request to receive a check for
$2,000 would result in a $2,099.08 withdrawal from the guaranteed term.

Assumptions:

i, the deposit period yield, is 5%

j, the current yield, is 6%

x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.

MVA = { (1+i)/(1+j) }^(x/365)

= { (1.05/1.06) }^(927/365)

= .9762

In this example, the deposit period yield of 5% is less than the current yield
of 6%; therefore, the MVA is less than one. The amount withdrawn from the
guaranteed term is multiplied by this MVA.

EXAMPLE II
Assumptions:

i, the deposit period yield, is 6%

j, the current yield, is 4%

x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.

MVA = { (1+i)/(1+j) }^(x/365)

= { (1.06/1.04) }^(927/365)

= 1.0496

In this example, the deposit period yield of 6% is greater than the current
yield of 4%; therefore, the MVA is greater than one. The amount withdrawn from
the guaranteed term is multiplied by this MVA.

If a withdrawal or transfer of a specific dollar amount is requested, the amount
withdrawn from a guaranteed term will be decreased to compensate for the
positive MVA amount. For example, a withdrawal request to receive a check for
$2,000 would result in a $1,905.49 withdrawal from the guaranteed term.

Assumptions:

i, the deposit period yield, is 5%

j, the current yield, is 4%

x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the guaranteed term, is 927.

MVA = { (1+i)/(1+j) }^(x/365)

= { (1.05/1.04) }^(927/365)

= 1.0246

In this example, the deposit period yield of 5% is greater than the current
yield of 4%; therefore, the MVA is greater than one. The amount withdrawn from
the guaranteed term is multiplied by this MVA.

APPENDIX II
EXAMPLES OF MARKET VALUE ADJUSTMENT YIELDS
- --------------------------------------------------------------------------------

The following hypothetical examples show the MVA based upon a given current
yield at various times remaining in the guaranteed term. Table A illustrates the
application of the MVA based upon a deposit period yield of 6%; Table B
illustrates the application of the MVA based upon a deposit period yield of 5%.
The MVA will have either a positive or negative influence on the amount
withdrawn from or remaining in a guaranteed term. Also, the amount of the MVA
generally decreases as the end of the guaranteed term approaches.

TABLE A: DEPOSIT PERIOD YIELD OF 6%

CHANGE IN
DEPOSIT
CURRENT PERIOD TIME REMAINING TO
YIELD YIELD MATURITY OF GUARANTEED TERM
- ----------- ------------ -------------------------------------------------------------------------
8 YEARS 6 YEARS 4 YEARS 2 YEARS 1 YEAR 3 MONTHS
--------- ---------- --------- --------- -------- ----------

9% 3% -20.0% -15.4% -10.6% -5.4% -2.8% -0.7%
8% 2% 13.9% -10.6% -7.2% -3.7% -1.9% -0.5%
7% 1% -7.2% -5.5% -3.7% -1.9% -0.9% -0.2%
6% 0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
4% -2% 16.5% 12.1% 7.9% 3.9% 1.9% 0.5%
3% -3% 25.8% 18.8% 12.2% 5.9% 2.9% 0.7%
2% -4% 36.0% 26.0% 16.6% 8.0% 3.9% 1.0%
1% -5% 47.2% 33.6% 21.3% 10.1% 5.0% 1.2%

TABLE B: DEPOSIT PERIOD YIELD OF 5%

9% 3% -25.9% -20.1% -13.9% -7.2% -3.7% -0.9%
8% 2% -20.2 -15.6 -10.7 -5.5 -2.8 -0.7
7% 1% -14.0 -10.7 -7.3 -3.7 -1.9 -0.5
6% 0% -7.3 -5.5 -3.7 -1.9 -0.9 -0.2
4% -2% 8.0 5.9 3.9 1.9 1.0 0.2
3% -3% 16.6 12.2 8.0 3.9 1.9 0.5
2% -4% 26.1 19.0 12.3 6.0 2.9 0.7
1% -5% 36.4 26.2 16.8 8.1 4.0 1.0

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the fiscal year ended December 31, 2001.

Commission file number 33-87272, 333-51353, 333-28765, 333-28681, 333-28743,
------------------------------------------------------
333-51949, 333-65009, 333-66745, 333-76941, 333-76945,
------------------------------------------------------
333-35592, 333-95511, 333-30186, 333-40596, 333-33924,
------------------------------------------------------
333-95457, 333-59386, 333-59398, 333-59408, 333-52320
------------------------------------------------------
333-57212, 333-63694, 333-67660, 333-68138, 333-70602
------------------------------------------------------
333-63694, 333-57212, 333-76150
-------------------------------

GOLDEN AMERICAN LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 41-0991508
- ------------------------------ ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1475 Dunwoody Drive
West Chester, Pennsylvania 19380-1478
- ------------------------------ ------------------------------
(Address of principal (Zip Code)
executive offices)

Registrant's Telephone Number, including area code: (610) 425-3400
--------------

Securities Registered Pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
N/A N/A
- --------------------------------------------------------------------------------

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X].

As of March 27, 2002, 250,000 shares of Common Stock, $10 Par Value, are
authorized, issued and outstanding.
As of March 27, 2002, 50,000 shares of Preferred Stock, $5000 Par Value, are
authorized.

NOTE: WHEREAS GOLDEN AMERICAN LIFE INSURANCE COMPANY MEETS THE CONDITIONS SET
FORTH IN GENERAL INSTRUCTION I (1)(a) AND (b) OF FORM 10-K, THIS FORM IS BEING
FILED WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION I (2).

DOCUMENTS INCORPORATED BY REFERENCE
See exhibit index - page 47. Page 1 of 58

PART I
ITEM 1. BUSINESS.

OVERVIEW

Golden American Life Insurance Company ("Golden American"), a wholly owned
subsidiary of Equitable Life Insurance Company of Iowa ("Equitable Life" or the
"Parent"), is a stock life insurance company organized under the laws of the
State of Delaware. Golden American was originally incorporated under the laws of
the State of Minnesota on January 2, 1973 in the name of St. Paul Life Insurance
Company. Equitable Life is a wholly owned subsidiary of Equitable of Iowa
Companies, Inc. ("EIC") which is an indirect wholly owned subsidiary of ING
Groep N.V. ("ING"), a global financial services holding company based in The
Netherlands. Golden American is authorized to do business in the District of
Columbia and all states except New York. Golden American's wholly owned life
insurance subsidiary, First Golden American Life Insurance Company of New York
("First Golden," and collectively with Golden American, the "Companies"), is
licensed as a life insurance company under the laws of the States of New York
and Delaware. See Note 10 of the financial statements for further information
regarding related party transactions.

Formerly, from October 24, 1997 until December 30, 2001, EIC directly owned 100%
of Golden American's stock. On December 3, 2001, the Board of Directors of EIC
approved a plan to contribute its holding of stock of Golden American to another
wholly owned subsidiary, Equitable Life. The contribution of stock occurred on
December 31, 2001, following approval granted by the Insurance Department of the
State of Delaware.

On October 24, 1997 ("the Merger Date"), PFHI Holding, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of Equitable of Iowa
Companies ("Equitable") according to the terms of an Agreement and Plan of
Merger dated July 7, 1997 among Equitable, PFHI, and ING Groep N.V. ("ING").
PFHI is a wholly owned subsidiary of ING, a global financial services holding
company based in The Netherlands. As a result of this transaction, Equitable was
merged into PFHI, which was simultaneously renamed Equitable of Iowa Companies,
Inc., a Delaware corporation.

PRODUCTS

The Companies offer a portfolio of variable and fixed insurance products
designed to meet customer needs for tax-advantaged saving for retirement and
protection from death. The Companies believe longer life expectancies, an aging
population, and growing concern over the stability and availability of the
Social Security system have made retirement planning a priority for many
Americans. The target market for all products is consumers and corporations
throughout the United States.

Variable and fixed insurance products currently offered by the Companies include
twelve variable annuity products, and two fixed annuity products. During the
year ended December 31, 2001, Golden American began selling four new variable
annuity products, GoldenSelect Landmark, SmartDesign Advantage, SmartDesign
Variable Annuity and Retirement Solutions- ING Rollover Choice, and two fixed
annuity products, FGA New York Flex and FGA New York MYGA. In August 1999,
Golden American discontinued offering variable life products. Variable annuities
are long-term savings vehicles in which contract owner premiums (purchase
payments) are recorded and maintained in subaccounts within a separate account
established and registered with the SEC as a unit investment trust. Many of the
variable annuities issued by Golden American are combination variable and fixed
deferred annuity contracts under which some or all of the premiums may be
allocated by the contract owner to a fixed account available under the contract.
In addition, First Golden also issues fixed annuity contracts which offer only
one or more fixed accounts, and do not provide for allocation to any of the
variable subaccounts.

At December 31, 2001, funds on deposit in the Companies' variable and fixed
insurance product separate and fixed accounts totaled $11.0 billion and $2.2
billion, respectively ($9.8 billion and $1.1 billion, respectively, at December
31, 2000, and $7.6 billion and $1.0 billion, respectively, at December 31,
1999). Variable and fixed insurance products provide the Companies with fee
based revenues including charges for mortality and expense risk, contract
administration, and surrender charges. In addition, some contracts provide for a
distribution fee collected for a limited number of years after each premium
deposit.

MARKETING AND DISTRIBUTION

The Companies continued to expand distribution systems during 2001. Broad-based
distribution networks are key to realizing a growing share of the wealth
accumulation marketplace. The principal distribution channels of the Companies'
variable and fixed insurance products include national wirehouses, regional
securities firms, independent National Association of Securities Dealers, Inc.
("NASD") firms with licensed registered representatives, banks, life insurance
companies with captive agency sales forces, independent insurance agents and
Independent Marketing Organizations. The Companies plan to establish new
relationships and increase penetration with key distributors in existing
channels. In addition, growth opportunities exist through increased utilization
of the ING broker/dealer network and the cross-selling of ING products.

BUSINESS ENVIRONMENT

The current business and regulatory environment presents many challenges to the
insurance industry. The variable and fixed annuity competitive environment
remains intense and is dominated by a number of large highly-rated insurance
companies. Increasing competition from traditional insurance carriers as well as
banks and mutual fund companies offers consumers many choices. The economic
environment during 2001 was characterized by a relatively weak economy, low
interest rates and a volatile equity market which experienced a major decline.
However, there is an aging U.S. population which is increasingly concerned about
retirement, estate planning, maintaining their standard of living in retirement;
and potential reductions in government and employer-provided benefits at
retirement, as well as lower public confidence in the adequacy of those
benefits. Despite an economic downturn in the near term, these factors should
contribute to wealth accumulation needs.

REGULATION

The Companies' insurance operations are conducted in a highly regulated
environment. Golden American and First Golden are each subject to the insurance
laws of the state in which organized and of the other jurisdictions in which
each transacts business. The primary regulator of the Golden American insurance
operations is the Commissioner of Insurance for the State of Delaware. First
Golden is subject to the regulation of the Superintendent of Insurance for the
State of New York. The Companies are also regulated by the Securities and
Exchange Commission, and sales of their products are generally regulated by the
NASD. See Item 7, Management's Discussion and Analysis of Results of Operations.

ITEM 2. PROPERTIES.

During 2001, Golden American occupied 125,000 square feet of leased space in
West Chester, Pennsylvania. From January 1, 2001 to September 30, 2001, First
Golden's business operations were housed in a leased facility in New York, New
York, where certain of the Company's records were maintained. The 2,568 square
feet of office space was leased through 2001. As of October 1, 2001, First
Golden's principal office moved to Woodbury, New York.

Property and equipment primarily represent leasehold improvements, office
furniture, certain other equipment, and capitalized computer software and are
not considered to be significant to the Companies' overall operations. Property
and equipment are reported at cost less allowances for depreciation.

ITEM 3. LEGAL PROCEEDINGS.

The Companies, like other insurance companies, may be named or otherwise
involved in lawsuits, including class action lawsuits and arbitrations. In some
class action and other actions involving insurers, substantial damages have been
sought and/or material settlement or award payments have been made. The
Companies currently believe no pending or threatened lawsuits or actions exist
that are reasonably likely to have a material adverse impact on the Companies.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Information called for by this item is omitted pursuant to General Instruction I
(2)(c) of Form 10-K.

PART II.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Registrant is a wholly owned subsidiary of Equitable Life. On December 3,
2001, the Board of Directors of EIC approved a plan to contribute its holding of
100% of the stock of its wholly owned subsidiary, Golden American or the
Registrant, to another wholly owned subsidiary, Equitable Life. The contribution
of stock occurred on December 31, 2001, following approval granted by the
Insurance Department of the State of Delaware. There is no public trading market
for the Registrant's common stock.

Under the provisions of the insurance laws of certain states in which Golden
American is licensed to sell insurance products, Golden American is required to
maintain a minimum total statutory-basis capital and surplus of at least $5
million. Golden American did not pay common stock dividends during 2001, 2000,
or 1999.

First Golden is required to maintain a minimum total statutory-basis capital and
surplus of no less than $6 million under the provisions of the insurance laws of
the State of New York in which it is presently licensed to sell insurance
products. First Golden did not pay common stock dividends during 2001, 2000, or
1999.

With regard to restrictions on the payment of dividends, refer to the Liquidity
and Capital Resources section.

ITEM 6. SELECTED FINANCIAL DATA.

Information called for by this item is omitted pursuant to General Instruction I
(2) (a) of Form 10-K.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.

The purpose of this section is to discuss and analyze Golden American's
consolidated results of operations. In addition, some analysis and information
regarding financial condition and liquidity and capital resources is provided.
This analysis should be read jointly with the consolidated financial statements,
related notes, and the Cautionary Statement Regarding Forward-Looking
Statements, which appear elsewhere in this report. Golden American reports
financial results on a consolidated basis. The consolidated financial statements
include the accounts of Golden American and its wholly owned subsidiary, First
Golden.

RESULTS OF OPERATIONS
- ---------------------

PREMIUMS

Percentage Dollar
Year Ended December 31 2001 Change Change 2000
- -------------------------------------------------------------------------------------------------------------------------------
(DOLLARS IN MILLIONS)

Variable annuity premiums:
Separate account........................................ $621.5 (52.5)% $(685.8) $1,307.3
Fixed account........................................... 1,898.1 139.3 1,105.0 793.1
----------------------------------------------------------------
Total variable annuity premiums............................ 2,519.6 20.0 419.2 2,100.4
Fixed annuity premiums..................................... 3.1 -- 3.1 --
Variable life premiums..................................... 1.5 (6.3) (0.1) 1.6
----------------------------------------------------------------
Total premiums............................................. $2,524.2 20.1% $422.2 $2,102.0
================================================================

For the Companies' variable and fixed insurance contracts, premiums collected
are not reported as revenues, but as deposits to insurance liabilities. Revenues
for these products are recognized over time in the form of investment spread and
product charges.

Variable annuity premiums net of reinsurance increased 20.0% in 2001. This
increase is primarily due to sales of the Guarantee product, a registered fixed
account product introduced in the last quarter of 2000. Sales for this product
totaled $962.2 million and $139.1 million in 2001 and 2000, respectively. Also
contributing to the increase in variable annuity premiums were sales of new
variable annuity products, including GoldenSelect Landmark, SmartDesign
Advantage, SmartDesign Variable Annuity, and Retirement Solutions-ING Rollover
Choice. Offsetting these increases are higher ceded variable annuity separate
account premiums from $1.8 billion in 2000 to $1.9 billion in 2001. Further,
there was a reduction of $587.4 million in the sales of variable annuity
separate account products in 2001.

During 2001, First Golden began selling two fixed annuity products, Flex Annuity
and Multi-Year Guarantee Annuity ("MYGA").

Premiums, net of reinsurance, for variable products from two significant
broker/dealers having at least ten percent of total sales for the year ended
December 31, 2001 totaled $538.1 million (21% of total premiums), compared to
$235.3 million (11%) from a significant broker/dealer for the year ended
December 31, 2000. Gross premiums for variable products from two significant
broker/dealers (having at least ten percent of total sales) for the year ended
December 31, 2001, totaled $985.7 million (22%) of total gross premiums compared
to $831.0 million (21%), from two significant broker/dealers for the year ended
December 31, 2000.

REVENUES

Annuity and interest sensitive life product charges........ $163.8 13.0% $18.9 $144.9
Management fee revenue..................................... 25.1 9.1 2.1 23.0
Net investment income...................................... 94.4 47.3 30.3 64.1
Realized losses on investments............................. (6.5) 1.5 0.1 (6.6)
---------------------------------------------------------------
$276.8 22.8% $51.4 $225.4
===============================================================

Total revenues increased 22.8%, or $51.4 million, to $276.8 million in 2001.
Annuity and interest sensitive life product charges increased 13.0%, or $18.9
million, to $163.8 million in 2001, primarily due to additional fees earned from
the higher average level of assets in the variable separate accounts.

Golden American provides certain managerial and supervisory services to Directed
Services, Inc. ("DSI"), a wholly owned subsidiary of EIC. The fee paid to Golden
American for these services, which is calculated as a percentage of average

assets in the variable separate accounts, was $23.1 million for 2001 and $21.3
million for 2000. This increase was due to the increasing average assets in the
variable separate accounts.

Net investment income increased 47.3%, or $30.3 million, to $94.4 million in
2001 from $64.1 million in 2000. This was due to a growth during 2001 in
invested assets backing the fixed account options within the variable products.
This increase is mainly related to the introduction of the Guarantee product at
the end of 2000.

During 2001, the Companies had net realized losses on investments of $6.5
million, mainly due to write downs of $4.4 million from eleven impaired fixed
maturities, as well as sales of equity securities. In 2000, the Companies had
net realized losses on investments of $6.6 million, including a $142,000 write
down of an impaired fixed maturity.

EXPENSES

Insurance benefits and expenses:
Annuity and interest sensitive life benefits:
Interest credited to account balances................ $191.9 4.9% $8.9 $183.0
Guaranteed benefits reserve change................... 14.0 15.7 1.9 12.1
Benefit claims incurred in excess of account
balances............................................ 3.2 (34.7) (1.7) 4.9
Underwriting, acquisition, and insurance expenses:
Commissions.......................................... 232.4 8.8 18.7 213.7
General expenses..................................... 113.2 33.3 28.3 84.9
Insurance taxes, state licenses, and fees............ 6.6 46.7 2.1 4.5
Policy acquisition costs deferred.................... (128.2) 23.9 40.2 (168.4)
Amortization:
Deferred policy acquisition costs.................. 45.2 (18.1) (10.0) 55.2
Value of purchased insurance in force.............. 4.4 (8.3) (0.4) 4.8
Goodwill........................................... 4.2 -- -- 4.2
Expenses and charges reimbursed under modified
coinsurance agreements............................. (225.6) 0.1 0.2 (225.8)
---------------------------------------------------------------
$261.3 51.0% $88.2 $173.1
===============================================================

Total insurance benefits and expenses increased 51.0%, or $88.2 million, in 2001
from $173.1 million in 2000. Interest credited to account balances increased
4.9%, or $8.9 million, in 2001 from $183.0 million in 2000. This increase was
largely due to higher average account balances associated with the Companies'
fixed account options, mainly due to the introduction of the Guarantee product
in the fourth quarter of 2000. This was partially offset by lower premium
credits on the Premium Plus product within the variable separate accounts. The
premium credit payments decreased by $36.2 million due to a decrease in variable
annuity sales of the separate account product.

The guaranteed benefits reserve change was $14.0 million at December 31, 2001,
an increase of $1.9 million, mainly due to the downturn in the equity markets.

Commissions increased 8.8%, or $18.7 million, in 2001 from $213.7 million in
2000 due to increased sales of the fixed account options in 2001. Insurance
taxes, state licenses, and fees increased 46.7%, or $2.1 million, in 2001 from
$4.5 million in 2000. Changes in commissions and insurance taxes, state
licenses, and fees are generally related to changes in the level and mix or
composition of fixed and variable product sales. Most costs incurred as the
result of sales have been deferred, having little impact on current earnings.

General expenses increased 33.3%, or $28.3 million, in 2001 from $84.9 million
in 2000. The Companies use a network of wholesalers to distribute products, and
the salaries and sales bonuses of these wholesalers are included in general
expenses. The portion of these salaries and related expenses that varies
directly with production levels is deferred, thus having little impact on

current earnings. Contributing to the increase in general expenses are
additional salary expenses and cost allocations during 2001. The increase in
general expenses was partially offset by reimbursements received from the
Companies' affiliates including DSI, Equitable Life, ING Mutual Funds Management
Co., LLC, Security Life of Denver Insurance Company, Southland Life Insurance
Company, and United Life & Annuity Insurance Company, for certain advisory,
computer, and other resources and services provided by the Companies.

The Companies' previous balances of deferred policy acquisition costs ("DPAC"),
value of purchased insurance in force ("VPIF"), and unearned revenue reserve
were eliminated and a new asset of $44.3 million representing VPIF was
established for all policies in force at the Merger Date. During 2001 and 2000,
VPIF was adjusted to increase amortization by $648,000 and $1.6 million,
respectively, to reflect changes in the assumptions related to the timing of
estimated gross profits. Based on current conditions and assumptions as to the
impact of future events on acquired policies in force, the expected approximate
net amortization relating to VPIF as of December 31, 2001 is $3.1 million in
2002, $2.8 million in 2003, $2.4 million in 2004, $1.9 million in 2005, and $1.4
million in 2006. Actual amortization may vary based upon changes in assumptions
and experience.

Policy acquisition costs deferred decreased $40.2 million, or 23.9%, in 2001.
The decline in the policy acquisition costs deferred was mainly due to an
increase in the amount of deferred costs that have been offset due to modified
coinsurance agreements. Further, there was a lower deferral of the premium
credit on the Premium Plus product, slightly offset by an increase in deferred
commissions. Amortization DPAC decreased $10.0 million, or 18.1%, in 2001. The
decrease in the amortization was mainly due to the lower net amount of deferred
costs.

Expenses and charges reimbursed under modified coinsurance agreements decreased
from $225.8 million for the year ended December 31, 2000 to $225.6 million for
the year ended December 31, 2001. This reimbursement is primarily due to a
modified coinsurance agreement which was entered into during the second quarter
of 2000, with Equitable Life covering a considerable portion of Golden
American's variable annuities issued after January 1, 2000, excluding those with
an interest rate guarantee. Under this reinsurance agreement, $224.5 million and
$218.8 in expenses and charges were reimbursed during 2001 and 2000,
respectively. This reimbursement offset deferred policy acquisition costs and
non-deferrable costs related to policies reinsured under this agreement.

Interest expense decreased 3.1%, or $0.6 million, in 2001 from $19.9 million in
2000. Interest expense on a $25 million surplus note issued December 1996 and
expiring December 2026 was $2.1 million for the year ended December 31, 2001,
unchanged from the same period of 2000. Interest expense on a $60 million
surplus note issued in December 1998 and expiring December 2028 was $4.4 million
for the year ended December 31, 2001, unchanged from the year ended December 31,
2000. Interest expense on a $75 million surplus note, issued September 30, 1999
and expiring September 29, 2029 was $5.8 million for the year ended December 31,
2001, unchanged from the year ended December 31, 2000. Interest expense on a $50
million surplus note, issued December 1999 and expiring December 2029 was $4.1
million for the year ended December 31, 2001, unchanged from the year ended
December 31, 2000. Interest expense on a $35 million surplus note issued
December 1999 and expiring December 2029 was $2.8 million for the year ended
December 31, 2001, and $3.0 million for the year ended December 31, 2000. Golden
American also paid $26,000 in 2001 and $482,000 in 2000 to ING America Insurance
Holdings, Inc. ("ING AIH") for interest on a reciprocal loan agreement. Interest
expense on a revolving note payable with SunTrust Bank, Atlanta was $119,000 and
$87,000 for the years ended December 31, 2001 and 2000, respectively.

INCOME

Net loss for 2001 was $4.0 million, a decrease from net income of $19.2 million
for 2000. Comprehensive income for 2001 was $3.9 million, a decrease of $20.4
million from comprehensive income of $24.3 million for 2000.

The net loss for Golden American as determined in accordance with statutory
accounting practices was $156.4 million in 2001, $71.1 million in 2000, and
$85.6 million in 1999. The increase in statutory loss during 2001 was mainly due
to increases in expense allocations, acquisition costs, guaranteed death and
living benefit reserves, and initial reserves resulting from higher premiums
during 2001 as compared to 2000.

FINANCIAL CONDITION
- -------------------

RATINGS

Currently, the Companies' ratings are A+ by A. M. Best Company, AA+ by Fitch
Ratings, and AA+ by Standard & Poor's Rating Services ("Standard & Poor's").

INVESTMENTS

The financial statement carrying value and amortized cost basis of the
Companies' total investments increased 143.3% and 139.9%, respectively, in 2001.
All of the Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies' financial statements. The increase in
the carrying value of the Companies' investment portfolio was mainly due to net
purchases, as well as changes in unrealized appreciation and depreciation of
fixed maturities. Growth in the cost basis of the Companies' investment
portfolio resulted from the investment of premiums from the sale of the
Companies' fixed account options mainly due to the introduction of the Guarantee
product. The Companies manage the growth of insurance operations in order to
maintain adequate capital ratios. To support the fixed account options of the
Companies' insurance products, cash flow was invested primarily in fixed
maturities and mortgage loans on real estate.

At December 31, 2001, the Companies had 18 investments in default. The
Companies' investments had an average yield of 6.3% at December 31, 2001. The
Companies estimate the total investment portfolio, excluding policy loans, had a
fair value approximately equal to 100.8% of amortized cost value at December 31,
2001.

FIXED MATURITIES: At December 31, 2001, the Companies had fixed maturities with
an amortized cost and an estimated fair value of $2.0 billion. The Companies
classify 100% of securities as available for sale. Net unrealized appreciation
of fixed maturities of $12.4 million was comprised of gross appreciation of
$30.0 million and gross depreciation of $17.6 million. Net unrealized holding
gains on these securities of $3.8 million were included in stockholder's equity
at December 31, 2001 (net of adjustments for VPIF of $0.5 million, DPAC of $6.0
million, and deferred income taxes of $2.1 million).

The individual securities in the Companies' fixed maturities portfolio (at
amortized cost) include investment grade securities, which include securities
issued by the U.S. government, its agencies, and corporations that are rated at
least A- by Standard & Poor's ($1.0 billion or 52.0%), that are rated BBB+ to
BBB- by Standard & Poor's ($446.8 million or 22.5%), and below investment grade
securities, which are securities issued by corporations that are rated BB+ and
lower by Standard & Poor's ($101.1 million or 5.1%). Securities not rated by
Standard & Poor's had a National Association of Insurance Commissioners ("NAIC")
rating of 1, 2, 3, 4, or 5, with 1 being the highest rating (totaling $403.5
million or 20.4%), and investments with a rating of 6 on which impairment
writedowns have been recognized ($0.3 million or 0.0%). The Companies' fixed
maturity investment portfolio had a combined yield at amortized cost of 6.5% on
December 31, 2001.

Fixed maturities rated BBB+ to BBB- may have speculative characteristics and
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity of the issuer to make principal and interest payments than
is the case with higher rated fixed maturities.

At December 31, 2001, the amortized cost value of the Companies' total
investment in below investment grade securities, excluding mortgage-backed
securities, was $82.8 million, or 3.6%, of the Companies' investment portfolio.
The Companies intend to purchase additional below investment grade securities,
but do not expect the percentage of the portfolio invested in such securities to
exceed 10% of the investment portfolio. At December 31, 2001, the average yield
at amortized cost on the Companies' below investment grade portfolio was 8.5%
compared to 6.5% for the Companies' investment grade corporate bond portfolio.
The Companies estimate the fair value of the below investment grade portfolio
was $82.7 million, or 99.9% of amortized cost value, at December 31, 2001.

Below investment grade securities have different characteristics than investment
grade corporate debt securities. Risk of loss upon default by the borrower is
significantly greater with respect to below investment grade securities than
with other corporate debt securities. Below investment grade securities are
generally unsecured and are often subordinated to other creditors of the issuer.

Also, issuers of below investment grade securities usually have higher levels of
debt and are more sensitive to adverse economic conditions, such as recession or
increasing interest rates, than are investment grade issuers. The Companies
attempt to reduce the overall risk in the below investment grade portfolio, as
in all investments, through careful credit analysis, strict investment policy
guidelines, and diversification by issuer and/or guarantor and by industry.

The Companies analyze the investment portfolio, including below investment grade
securities, at least quarterly in order to determine if the Companies' ability
to realize the carrying value on any investment has been impaired. For debt and
equity securities, if impairment in value is determined to be other than
temporary (i.e., if it is probable the Companies will be unable to collect all
amounts due according to the contractual terms of the security), the cost basis
of the impaired security is written down to fair value, which becomes the new
cost basis. The amount of the write-down is included in earnings as a realized
loss. Future events may occur, or additional or updated information may be
received, which may necessitate future write-downs of securities in the
Companies' portfolio. Significant write-downs in the carrying value of
investments could materially adversely affect the Companies' net income in
future periods.

In 2001, fixed maturities designated as available for sale with a combined
amortized cost of $881.1 million were sold, called, or repaid by their issuers.
In total, net pre-tax losses from sales, calls, and repayments of fixed
maturities amounted to $0.5 million in 2001.

In 2001, Golden American determined that the carrying value of eleven impaired
fixed maturity investments exceeded their estimated net realizable value. As a
result, during 2001, Golden American recognized a total pre-tax loss of
approximately $4.4 million to reduce the carrying value of all impaired fixed
maturity investments to their net realizable value of $5.5 million.

EQUITY SECURITIES: Equity securities with a cost of $8.6 million were redeemed
during 2001, resulting in a realized loss of $1.6 million. At December 31, 2001,
the Companies owned equity securities with a cost of $74,000.

MORTGAGE LOANS ON REAL ESTATE: Mortgage loans on real estate represent 9.6% of
the Companies' investment portfolio. Mortgages outstanding at amortized cost
were $213.9 million at December 31, 2001 with an estimated fair value of $219.2
million. The Companies' mortgage loan portfolio includes 79 loans with an
average size of $2.7 million. The Companies' mortgage loans on real estate are
typically secured by occupied buildings in major metropolitan locations and are
diversified by type of property and geographic location. Mortgage loans on real
estate have been analyzed by geographical location with concentrations by state
identified as Ohio (20% in 2001 and 4% in 2000) and California (18% in 2001 and
15% in 2000). There are no other concentrations of mortgage loans on real estate
in any state exceeding ten percent of the Companies' mortgage loans investment
at December 31, 2001 and 2000. Mortgage loans on real estate have also been
analyzed by collateral type with significant concentrations identified in
multi-family apartments (36% in 2001 and 10% in 2000), industrial buildings (19%
in 2001, 35% in 2000), retail facilities (20% in 2001, 18% in 2000), and office
buildings (21% in 2001, 29% in 2000). At December 31, 2001, the average yield on
the Companies' mortgage loan portfolio was 7.1%.

At December 31, 2001, no mortgage loan on real estate was delinquent by 90 days
or more. The Companies' loan investment strategy is consistent with other life
insurance subsidiaries of ING in the United States. The Companies have
experienced a historically low default rate in their mortgage loan portfolios.

OTHER ASSETS

Reinsurance recoverables increased $22.0 million during 2001, due largely to an
increase of $14.2 million in reinsurance reserves from an intercompany
reinsurance agreement between Golden American and Security Life of Denver
International, Ltd.. On December 28, 2000, effective January 1, 2000, Golden
American entered into a reinsurance agreement with Security Life of Denver
International, Ltd., an affiliate, covering variable annuity minimum guaranteed
death benefits and minimum guaranteed living benefits. Negative equity market
returns during 2001 led to the increase in the reinsurance reserves under this
agreement.

Amounts due from affiliates were $20,000 and $38.8 million at December 31, 2001
and 2000, respectively. At December 31, 2000, the Companies had a receivable of
$35.0 million related to a capital contribution from EIC, which was settled
during 2001.

Accrued investment income increased $13.2 million during 2001, due to an
increase in investments in fixed maturities in 2001, which lead to an increase
in investment income from fixed maturities.

DPAC represents certain deferred costs of acquiring insurance business,
principally first year commissions and interest bonuses, premium credits, and
other expenses related to the production of business after the Merger Date. The
Companies' previous balances of DPAC and VPIF were eliminated as of the Merger
Date, and an asset representing VPIF was established for all policies in force
at the Merger Date. VPIF is amortized into income in proportion to the expected
gross profits of in force acquired business in a manner similar to DPAC
amortization. Any expenses which vary directly with the sales of the Companies'
products are deferred and amortized. At December 31, 2001, the Companies had
DPAC and VPIF balances of $709.0 million and $20.2 million, respectively, as
compared to DPAC and VPIF balances of $635.1 million and $25.9 million,
respectively, at December 31, 2000. During 2001 and 2000, the amount of policy
acquisition costs deferred was reduced due to the effects of expenses reimbursed
under the modified coinsurance agreements. See Liquidity and Capital Resources
for further information regarding the modified coinsurance agreements.

Goodwill totaling $169.0 million, representing the excess of the acquisition
cost over the fair value of net assets acquired, was established at the Merger
Date. Accumulated amortization of goodwill as of December 31, 2001 was $17.6
million.

Other assets decreased $19.2 million during 2001, due mainly to a decrease in
the receivable for securities sold.

At December 31, 2001, the Companies had $11.0 billion of separate account assets
compared to $9.8 billion at December 31, 2000. The increase in separate account
assets resulted from sales of the Companies' variable annuity products, net of
redemptions, and from net policyholder transfers to the separate account options
from the fixed account options within the variable products. The increase was
partially offset by negative equity market returns.

At December 31, 2001, the Companies had total assets of $14.4 billion, a 21.2%
increase from December 31, 2000.

LIABILITIES

Future policy benefits for annuity and interest sensitive life products
increased $1.1 billion (104.3%), to $2.2 billion reflecting net sales of the
Companies' fixed account options, net of transfers to the separate account.

Separate account liabilities increased $1.2 billion (11.5%) to $11.0 billion at
December 31, 2001. Net contributions to the separate account were partially
offset by a decrease in separate account liabilities resulting from negative
equity market returns.

On December 30, 1999, Golden American issued a $50 million, 8.179% surplus note
to Equitable Life, which matures on December 29, 2029.

On December 8, 1999, Golden American issued a $35 million, 7.979% surplus note
to First Columbine Life Insurance Company, an affiliate, which matures on
December 7, 2029.

On September 30, 1999, Golden American issued a $75 million, 7.75% surplus note
to ING AIH, which matures on September 29, 2029. On December 30, 1999, ING AIH
assigned the surplus note to Equitable Life.

On December 30, 1998, Golden American issued a $60 million, 7.25% surplus note
to Equitable Life, which matures on December 29, 2028.

On December 17, 1996, Golden American issued a $25 million, 8.25% surplus note
to Equitable, which matures on December 17, 2026. As a result of the merger of
Equitable into EIC, the surplus note is now payable to EIC.

Amounts due to affiliates increased by $5.2 million from $19.9 million at
December 31, 2000 to $25.1 million at December 31, 2001. This is mainly due to
an overpayment by Equitable Life to Golden American of the cash settlement of a
liability for the modified coinsurance agreement.

Other liabilities increased $55.9 million from $69.4 million at December 31,
2000 to $125.3 at December 31, 2001, due primarily to the increase in amounts
payable for securities purchased. Also contributing to this increase is the
timing of the settlement of account transfers and an increase in outstanding
checks.

In conjunction with the volume of variable annuity sales, the Companies' total
liabilities increased $2.3 billion, or 20.5%, during 2001 and totaled $13.6
billion at December 31, 2001.

The effects of inflation and changing prices on the Companies' financial
position are not material since insurance assets and liabilities are both
primarily monetary and remain in balance. An effect of inflation, which has been
low in recent years, is a decline in stockholder's equity when monetary assets
exceed monetary liabilities.

STOCKHOLDER'S EQUITY

Additional paid-in capital increased $196.8 million, or 33.7%, from December 31,
2000 to $780.4 million at December 31, 2001, due to capital contributions from
EIC.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

Liquidity is the ability of the Companies to generate sufficient cash flows to
meet the cash requirements of operating, investing, and financing activities.
The Companies' principal sources of cash are variable annuity premiums and
product charges, investment income, maturing investments, proceeds from debt
issuance, and capital contributions. Primary uses of these funds are payments of
commissions and operating expenses, interest and premium credits, investment
purchases, repayment of debt, as well as withdrawals and surrenders.

Net cash provided by operating activities was $239.9 million in 2001 compared to
net cash provided by operating activities of $72.7 million in 2000. The
Companies have predominantly had negative cash flows from operating activities
since Golden American started issuing variable insurance products in 1989. These
negative operating cash flows result primarily from the funding of commissions
and other deferrable expenses related to the continued growth in the sales of
variable annuity products. For 2001 and 2000, negative operating cash flows have
been offset by the effects of a modified coinsurance agreement entered into
during the second quarter of 2000 with Equitable Life. This resulted in a net
cash settlement of $224.5 million during 2001. For 2000, this modified
coinsurance resulted in a net cash settlement of $218.8 million. A further
source of cash provided from operating activities is the decrease in other
assets and receivables from affiliates, together with an increase in other
liabilities and payables to affiliates.

Net cash used in investing activities was $1.3 billion during 2001 as compared
to net cash provided by investing activities of $49.3 million in 2000. This
increase in the net cash used in investing activities is primarily due to net
purchases of fixed maturities and mortgage loans on real estate during 2001
versus net sales for these types of investments in 2000. Net purchases of fixed
maturities reached $1.2 billion in 2001 versus net sales of $51.1 million in
2000. Net purchases of mortgage loans on real estate reached $114.3 million in
2001 versus net purchases of $0.2 million during the same period in 2000. These
investment purchases were mainly due to an increase in sales of the Companies'
fixed account options, primarily from the introduction of the Guarantee product
in the fourth quarter of 2000.

Net cash provided by financing activities was $1.1 billion during 2001 as
compared to net cash used in financing activities of $51.9 million during the
prior year. In 2001, net cash provided by financing activities was positively
impacted by net fixed account deposits of $1.8 billion compared to $660.4
million in 2000 primarily due to the introduction of the Guarantee product in
the fourth quarter of 2000. In 2001, net cash provided by financing activities
was also positively impacted by an increase in capital contributions from EIC.

The Companies received $196.8 million in capital contributions from EIC in 2001
compared to $115.0 million in 2000. Offsetting these increases, during 2001,
were net reallocations to the Companies' separate accounts, which increased to
$902.9 million from $825.9 million during the prior year.

The Companies' liquidity position is managed by maintaining adequate levels of
liquid assets, such as cash or cash equivalents and short-term investments.
Additional sources of liquidity include borrowing facilities to meet short-term
cash requirements. Golden American maintains a $65.0 million reciprocal loan
agreement with ING America Insurance Holdings, Inc. ("ING AIH"), and the
Companies have established an $85.0 million revolving note facility with
SunTrust Bank. This revolving note payable was amended and restated in April
2001 with an expiration date of May 31, 2002. Management believes that these
sources of liquidity are adequate to meet the Companies' short-term cash
obligations.

Based on current trends, the Companies expect to continue to use net cash in
operating activities, given the continued growth of annuity sales. It is
anticipated that a continuation of capital contributions from its Parent, the
issuance of additional surplus notes, and/or the use of modified coinsurance
agreements will cover these net cash outflows. ING AIH is committed to the
sustained growth of Golden American. During 2002, ING AIH will maintain Golden
American's statutory capital and surplus at the end of each quarter at a level
such that: 1) the ratio of Total Adjusted Capital divided by Company Action
Level Risk Based Capital exceeds 300%; 2) the ratio of Total Adjusted Capital
(excluding surplus notes) divided by Company Action Level Risk Based Capital
exceeds 200%; and 3) Golden American's statutory capital and surplus exceeds the
"Amounts Accrued for Expense Allowances Recognized in Reserves" as disclosed on
page 3, Line 13 of Golden American's statutory statement.

During 2000 and 2001, Golden American occupied 125,000 square feet of leased
space in West Chester, Pennsylvania. From January 1, 2001 to September 30, 2001,
First Golden's principal office was located in New York, New York, where certain
of the Company's records were maintained. As of October 1, 2001, First Golden's
principal office moved to Woodbury, New York.

The ability of Golden American to pay dividends to the Parent is restricted.
Prior approval of insurance regulatory authorities is required for payment of
dividends to the stockholder which exceed an annual limit. During 2002, Golden
American cannot pay dividends to Equitable Life without prior approval of
statutory authorities. Golden American did not pay common stock dividends during
2001, 2000, or 1999.

Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder, Golden American,
unless a notice of its intent to declare a dividend and the amount of the
dividend has been filed with the New York Insurance Department at least thirty
days in advance of the proposed declaration. If the Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not
warrant the distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the filing. The
management of First Golden does not anticipate paying dividends to Golden
American during 2002. First Golden did not pay common stock dividends during
2001, 2000, or 1999.

The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. These
requirements are intended to allow insurance regulators to monitor the
capitalization of insurance companies based upon the type and mixture of risks
inherent in a company's operations. The formula includes components for asset
risk, liability risk, interest rate exposure, and other factors. The Companies
have complied with the NAIC's risk-based capital reporting requirements. Amounts
reported indicate that the Companies have total adjusted capital well above all
required capital levels.

REINSURANCE: At December 31, 2001, Golden American had reinsurance treaties with
five unaffiliated reinsurers and three affiliated reinsurers covering a
significant portion of the mortality risks and guaranteed death and living
benefits under its variable contracts. Golden American remains liable to the
extent its reinsurers do not meet their obligations under the reinsurance
agreements.

On June 30, 2000, effective January 1, 2000, Golden American entered into a
modified coinsurance agreement with Equitable Life covering a considerable
portion of Golden American's variable annuities issued after January 1, 2000,
excluding those with an interest rate guarantee.

On December 28, 2000, Golden American entered into a reinsurance agreement with
Security Life of Denver International, Ltd., an affiliate, covering variable
annuity minimum guaranteed death benefits and minimum guaranteed living benefits
of variable annuities issued after January 1, 2000. Golden American also
obtained an irrevocable letter of credit was obtained through Bank of New York
in the amount of $25 million related to this agreement. Effective December 24,
2001, the letter of credit amount was revised to $70 million.

On December 29, 2000, First Golden entered into a reinsurance treaty with London
Life Reinsurance Company of Pennsylvania, an unaffiliated reinsurer, covering
the minimum guaranteed death benefits of First Golden's variable annuities
issued on or after January 1, 2000.

MARKET RISK AND RISK MANAGEMENT
- -------------------------------

Asset/liability management is integrated into many aspects of the Companies'
operations, including investment decisions, product development, and crediting
rates determination. As part of the risk management process, different economic
scenarios are modeled, including cash flow testing required for insurance
regulatory purposes, to determine that existing assets are adequate to meet
projected liability cash flows. Key variables in the modeling process include
anticipated contractholder behavior, and variable separate account performance.

Contractholders bear the majority of the investment risks related to variable
insurance products. The Companies' products also provide certain minimum death
and guaranteed living benefits; the Companies' liabilities related to these
benefits which depend in part on the performance of the variable separate
accounts. Currently, the majority of death and living benefit risks are
reinsured, which protects the Companies from adverse mortality experience and
prolonged capital market decline.

A surrender, partial withdrawal, transfer, or annuitization made prior to the
end of a guarantee period under a fixed account or product may be subject to a
market value adjustment. As the majority of the liabilities in the fixed account
are subject to market value adjustment, the Companies do not face a material
amount of market risk volatility. The fixed account liabilities are supported by
a portfolio principally composed of fixed rate investments that can generate
predictable, steady rates of return. The portfolio management strategy for the
fixed account considers the assets available for sale. This enables the
Companies to respond to changes in market interest rates, changes in prepayment
risk, changes in relative values of asset sectors and individual securities and
loans, changes in credit quality outlook, and other relevant factors. The
objective of portfolio management is to maximize returns, taking into account
interest rate and credit risk, as well as other risks. The Companies'
asset/liability management discipline includes strategies to minimize exposure
to loss as interest rates and economic and market conditions change.

On the basis of these analyses, management believes there is currently no
material solvency risk to the Companies. With respect to a 10% drop in equity
values from year end 2001 levels, variable separate account funds, which
represent 84% of the Companies' in force business, pass the risk in underlying
fund performance to the contractholder (except for certain minimum benefits
guarantees, described above). With respect to interest rate movements up or down
100 basis points from year end 2001 levels, the remaining 16% of the in force
are fixed account funds, and almost all of these have market value adjustments
which provide significant protection to the Companies against changes in
interest rates.

CRITICAL ACCOUNTING POLICIES
- ----------------------------

GENERAL

We have identified the accounting policies below as critical to our business
operations and understanding of our results of operations. For a detailed
discussion of the application of these and other accounting policies, see Note 1
in the Notes to Consolidated Financial Statements. Note that the application of
these accounting policies in the preparation of this report requires management
to use judgments involving assumptions and estimates concerning future results
or other developments including the likelihood, timing or amount of one or more
future transactions or events. There can be no assurance that actual results
will not differ from those estimates. These judgments are reviewed frequently by

senior management, and an understanding of them may enhance the reader's
understanding of the Company's financial statements and Management's Discussion
and Analysis.

AMORTIZATION OF DEFERRED ACQUISITION COSTS AND VALUE OF PURCHASED INSURANCE IN
FORCE

We amortize our deferred policy acquisition costs and value of purchased
insurance in force on our annuity contracts in proportion to estimated gross
profits. The amortization is adjusted to reflect actual gross profits over the
life of the contracts (up to 30 years for annuity contracts). Our estimated
gross profits are computed based on assumptions related to the underlying
contracts including, but not limited to, charges assessed against policyholders,
margins, lapse, persistency, expenses and asset growth rates.

Our current estimated gross profits include certain judgments concerning charges
assessed against policyholders, margins, lapse, persistency, expenses and asset
growth that are based on a combination of actual company experience and
historical market experience of equity and fixed income returns. Estimated gross
profits are adjusted periodically to take into account the actual experience to
date and changes in assumptions as regards the future. Short-term variances of
actual results from the judgments made by management can impact quarter to
quarter earnings.

INCOME TAXES

The Companies establish reserves for possible proposed adjustments by various
taxing authorities. Management believes there are sufficient reserves provided
for, or adequate defenses against any such adjustments.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
- ---------------------------------------------------------

Any forward-looking statement contained herein or in any other oral or written
statement by the Companies or any of their officers, directors, or employees is
qualified by the fact that actual results of the Companies may differ materially
from such statement, among other risks and uncertainties inherent in the
Companies' business, due to the following important factors:

1. Prevailing interest rate levels and equity performance, which may affect
the ability of the Companies to sell their products, the market value and
liquidity of the Companies' investments, fee revenue, and the lapse rate of
the Companies' products, notwithstanding product design features intended
to enhance persistency of the Companies' products.

2. Changes in the federal income tax laws and regulations, which benefit the
tax treatment of investments that compete with annuity products for
retirement savings may adversely affect the tax treatment of the Companies'
products and benefits thereunder.

3. Changes in the regulation of financial services, including potential
federal regulation of insurance, bank sales, and underwriting of insurance
products, which may affect the competitive environment for the Companies'
products.

4. Increasing competition from other market participants for the sale of
annuity products.

5. Other factors that could affect the performance of the Companies,
including, but not limited to, market conduct claims against the Companies
and/or firms selling the Companies' product, litigation, insurance industry
insolvencies, availability of competitive reinsurance on new business,
investment performance of the underlying portfolios of the variable
products, variable product design, and sales volume by significant sellers
of the Companies' variable products.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The matters set forth under the caption "Market Risk and Risk Management" in
Management's Discussion and Analysis of Results of Operations (Item 7 of this
report) are incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REPORT OF INDEPENDENT AUDITORS

- --------------------------------------------------------------------------------

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying consolidated balance sheets of Golden American
Life Insurance Company as of December 31, 2001 and 2000, and the related
consolidated statements of operations, changes in stockholder's equity, and cash
flows for each of the three years in the period ended December 31, 2001. Our
audits also included the financial statement schedules listed in the Index at
Item 14(a). These financial statements and schedules are the responsibility of
the Companies' management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Golden American
Life Insurance Company at December 31, 2001 and 2000, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.

s/ Ernst & Young LLP

Atlanta, Georgia
March 15, 2002

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

December 31, 2001 December 31, 2000
-----------------------------------------------

ASSETS

Investments:
Fixed maturities, available for sale, at fair value
(cost: 2001 - $1,982,527; 2000 - $798,751)............................. $1,994,913 $792,578
Equity securities, at fair value (cost: 2001 - $74; 2000 - $8,611)....... 55 6,791
Mortgage loans on real estate............................................ 213,883 99,916
Policy loans............................................................. 14,847 13,323
Short-term investments................................................... 10,021 5,300
-----------------------------------------------
Total investments........................................................... 2,233,719 917,908

Cash and cash equivalents................................................... 195,726 164,682

Reinsurance recoverable..................................................... 27,151 19,331

Reinsurance recoverable from affiliates .................................... 28,800 14,642

Due from affiliates......................................................... 20 38,786

Accrued investment income................................................... 22,771 9,606

Deferred policy acquisition costs........................................... 709,042 635,147

Value of purchased insurance in force....................................... 20,203 25,942

Current income taxes recoverable............................................ 400 511

Property and equipment, less allowances for depreciation
of $10,624 in 2001 and $5,638 in 2000.................................... 10,468 14,404

Goodwill, less accumulated amortization of $17,600 in 2001
and $13,376 in 2000...................................................... 151,363 155,587

Other assets................................................................ 12,788 32,019

Separate account assets..................................................... 10,958,191 9,831,489
-----------------------------------------------
Total assets................................................................ $14,370,642 $11,860,054
===============================================

SEE ACCOMPANYING NOTES.

CONSOLIDATED BALANCE SHEETS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

December 31, 2001 December 31, 2000
------------------------------------------------

LIABILITIES AND STOCKHOLDER'S EQUITY

Policy liabilities and accruals:
Future policy benefits:
Annuity and interest sensitive life products......................... $2,178,189 $1,062,891
Unearned revenue reserve............................................. 6,241 6,817
Other policy claims and benefits........................................ 836 82
------------------------------------------------
2,185,266 1,069,790

Surplus notes............................................................. 245,000 245,000
Revolving note payable.................................................... 1,400 --
Due to affiliates......................................................... 25,080 19,887
Deferred income tax liability............................................. 12,612 7,377
Other liabilities......................................................... 125,264 69,374
Separate account liabilities.............................................. 10,958,191 9,831,489
------------------------------------------------
13,552,813 11,242,917

Commitments and contingencies

Stockholder's equity:
Preferred Stock, par value $5,000 per share, authorized
50,000 shares........................................................ -- --
Common stock, par value $10 per share, authorized,
issued, and outstanding 250,000 shares............................... 2,500 2,500
Additional paid-in capital.............................................. 780,436 583,640
Accumulated other comprehensive gain (loss)............................. 3,804 (4,046)
Retained earnings....................................................... 31,089 35,043
------------------------------------------------
Total stockholder's equity................................................ 817,829 617,137
------------------------------------------------
Total liabilities and stockholder's equity................................ $14,370,642 $11,860,054
================================================

SEE ACCOMPANYING NOTES.

CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

Year Ended December 31 2001 2000 1999
---------------------------------------------------------

Revenues:
Annuity and interest sensitive life product charges........ $163,805 $144,877 $82,935
Management fee revenue..................................... 25,079 22,982 11,133
Net investment income...................................... 94,396 64,140 59,169
Realized losses on investments............................ (6,470) (6,554) (2,923)
---------------------------------------------------------
276,810 225,445 150,314

Insurance benefits and expenses:
Annuity and interest sensitive life benefits:
Interest credited to account balances.................... 191,885 183,003 175,257
Guaranteed benefits reserve change....................... 14,015 12,085 -
Benefit claims incurred in excess of account balances.... 3,182 4,943 6,370
Underwriting, acquisition, and insurance expenses:
Commissions.............................................. 2,686 4,836 6,847
Commissions - affiliates................................. 229,726 208,883 181,536
General expenses......................................... 113,259 84,936 60,205
Insurance taxes, state licenses, and fees................ 6,610 4,528 3,976
Policy acquisition costs deferred........................ (128,249) (168,444) (346,396)
Amortization:
Deferred policy acquisition costs....................... 45,229 55,154 33,119
Value of purchased insurance in force................... 4,403 4,801 6,238
Goodwill................................................ 4,224 4,224 4,224
Expenses and charges reimbursed under modified
coinsurance agreements................................... (1,085) (7,030) (9,247)
Expenses and charges reimbursed under modified
coinsurance agreements - affiliates...................... (224,549) (218,757) --
---------------------------------------------------------
261,336 173,162 122,129

Interest expense.............................................. 19,252 19,867 8,894
---------------------------------------------------------
280,588 193,029 131,023
---------------------------------------------------------
Income (loss) before income taxes............................. (3,778) 32,416 19,291

Income taxes.................................................. 176 13,236 8,077
---------------------------------------------------------

Net income (loss)............................................. $(3,954) $19,180 $11,214
=========================================================

SEE ACCOMPANYING NOTES.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(DOLLARS IN THOUSANDS)

Accumulated
Additional Other Total
Common Paid-in Comprehensive Retained Stockholder's
Stock Capital Income (Loss) Earnings Equity
-----------------------------------------------------------------------------

Balance at December 31, 1998................... $2,500 $347,640 $(895) $4,649 $353,894
Comprehensive income:
Net income................................ -- -- -- 11,214 11,214
Change in net unrealized investment
losses.................................. -- -- (8,259) -- (8,259)
-----------------
Comprehensive income........................ 2,955
Contribution of capital..................... -- 121,000 -- -- 121,000
-----------------------------------------------------------------------------
Balance at December 31, 1999................... $2,500 $468,640 $(9,154) $15,863 $477,849
Comprehensive income:
Net income................................ -- -- -- 19,180 19,180
Change in net unrealized investment
gains .................................. -- -- 5,108 -- 5,108
-----------------
Comprehensive income........................ 24,288
Contribution of capital..................... -- 115,000 -- -- 115,000
-----------------------------------------------------------------------------
Balance at December 31, 2000................... $2,500 $583,640 $(4,046) $35,043 $617,137
Comprehensive income:
Net loss.................................. -- -- -- (3,954) (3,954)
Change in net unrealized investment
gains .................................. -- -- 7,850 -- 7,850
-----------------
Comprehensive income........................ 3,896
Contribution of capital..................... -- 196,796 -- -- 196,796
-----------------------------------------------------------------------------
Balance at December 31, 2001................... $2,500 $780,436 $3,804 $31,089 $817,829
=============================================================================

SEE ACCOMPANYING NOTES.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

Year Ended December 31 2001 2000 1999
---------------------------------------------------

OPERATING ACTIVITIES
Net income (loss)............................................. $(3,954) $19,180 $11,214
Adjustments to reconcile net income to net cash
provided by (used in) operations:
Adjustments related to annuity and
interest sensitive life products:
Interest credited and other charges on
interest sensitive products............................ 191,885 183,003 175,257
Charges for mortality and administration................. (341) (313) 524
Change in unearned revenues.............................. (576) 517 2,460
Increase in policy liabilities and accruals................ 754 74 8
Increase in guaranteed benefits reserve.................... 28,173 26,727 --
Decrease (increase) in accrued investment income........... (13,165) 1,592 (1,553)
Policy acquisition costs deferred.......................... (128,249) (168,444) (346,396)
Amortization of deferred policy acquisition costs.......... 45,229 55,154 33,119
Amortization of value of purchased insurance in force...... 4,403 4,801 6,238
Change in other assets, due to/from affiliates, other
liabilities, and accrued income taxes.................... 108,578 (78,482) 24,845
Provision for depreciation and amortization................ 1,341 9,062 9,296
Provision for deferred income taxes........................ (606) 13,282 8,077
Realized losses on investments............................. 6,470 6,554 2,923
---------------------------------------------------
Net cash provided by (used in) operating activities........... 239,942 72,707 (73,988)
---------------------------------------------------

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
Fixed maturities - available for sale...................... 880,688 205,136 220,547
Mortgage loans on real estate.............................. 135,996 12,701 6,572
Equity securities.......................................... 6,956 6,128 --
Policy loans - net......................................... -- 834 --
Short-term investments - net............................... -- -- 980
---------------------------------------------------
1,023,640 224,799 228,099
Acquisition of investments:
Fixed maturities - available for sale...................... (2,070,849) (154,028) (344,587)
Equity securities.......................................... (40) -- --
Mortgage loans on real estate.............................. (250,314) (12,887) (9,659)
Policy loans - net......................................... (1,524) -- (2,385)
Short-term investments - net............................... (4,721) (5,300) --
---------------------------------------------------
(2,327,448) (172,215) (356,631)
Issuance of reciprocal loan agreement receivables............. -- (16,900) --
Receipt of repayment of reciprocal loan agreement
receivables................................................. -- 16,900 --
Net sale (purchase) of property and equipment................. 1,248 (3,285) (8,968)
---------------------------------------------------
Net cash provided by (used in) investing activities........... (1,302,560) 49,299 (137,500)

SEE ACCOMPANYING NOTES.

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(DOLLARS IN THOUSANDS)

Year Ended December 31 2001 2000 1999
----------------------------------------------------

FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement
borrowings with affiliates................................ $69,300 $178,900 $396,350
Repayment of reciprocal loan agreement
borrowings with affiliates................................ (69,300) (178,900) (396,350)
Proceeds from revolving note payable......................... 3,078 67,200 220,295
Repayment of revolving note payable.......................... (1,678) (68,600) (218,895)
Proceeds from surplus note with affiliates................... -- -- 160,000
Receipts from annuity and interest
sensitive life policies credited to
account balances.......................................... 1,933,148 801,793 773,685
Return of account balances on annuity
and interest sensitive life policies...................... (134,787) (141,440) (146,607)
Net reallocations to separate accounts....................... (902,895) (825,848) (650,270)
Contributions of capital by EIC.............................. 196,796 115,000 121,000
----------------------------------------------------
Net cash provided by (used in) financing activities.......... 1,093,662 (51,895) 259,208
----------------------------------------------------

Increase in cash and cash equivalents........................ 31,044 70,111 47,720
Cash and cash equivalents at beginning of period............. 164,682 94,571 46,851
----------------------------------------------------
Cash and cash equivalents at end of period................... $195,726 $164,682 $94,571
====================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest.................................................. $14,955 $22,444 $6,392
Income taxes.............................................. -- 957 --

SEE ACCOMPANYING NOTES.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001

1. SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------

CONSOLIDATION
The consolidated financial statements include Golden American Life Insurance
Company ("Golden American") and its wholly owned subsidiary, First Golden
American Life Insurance Company of New York ("First Golden," and collectively
with Golden American, the "Companies"). All significant intercompany accounts
and transactions have been eliminated.

ORGANIZATION
Golden American, a wholly owned subsidiary of Equitable Life Insurance Company
of Iowa ("Equitable Life" or the "Parent"), offers variable insurance products
and is licensed as a life insurance company in the District of Columbia and all
states except New York. Equitable Life is a wholly owned subsidiary of Equitable
of Iowa Companies, Inc. ("EIC"). First Golden is licensed to sell insurance
products in New York and Delaware. The Companies' variable and fixed insurance
products are marketed by broker/dealers, financial institutions, and insurance
agents. The Companies' primary customers are consumers and corporations.

On December 3, 2001, the Board of Directors of EIC approved a plan to contribute
its holding of 100% of the stock of its wholly owned subsidiary, Golden American
to another wholly owned subsidiary, Equitable Life. The contribution of stock
occurred on December 31, 2001, following approval granted by the Insurance
Department of the State of Delaware.

On October 24, 1997 ("the merger date"), PFHI Holding, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of Equitable of Iowa
Companies ("Equitable") according to the terms of an Agreement and Plan of
Merger ("the merger") dated July 7, 1997 among Equitable, PFHI, and ING Groep
N.V. ("ING"). PFHI is a wholly owned subsidiary of ING, a global financial
services holding company based in The Netherlands. As a result of this
transaction, Equitable was merged into PFHI, which was simultaneously renamed
Equitable of Iowa Companies, Inc., a Delaware corporation.

INVESTMENTS
FIXED MATURITIES: The Companies account for their investments under the
Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," which requires fixed
maturities to be designated as either "available for sale," "held for
investment," or "trading." Sales of fixed maturities designated as "available
for sale" are not restricted by SFAS No. 115. Available for sale securities are
reported at fair value and unrealized gains and losses on these securities are
included directly in stockholder's equity, after adjustment for related changes
in value of purchased insurance in force ("VPIF"), deferred policy acquisition
costs ("DPAC"), and deferred income taxes. At December 31, 2001 and 2000, all of
the Companies' fixed maturities are designated as available for sale, although
the Companies are not precluded from designating fixed maturities as held for
investment or trading at some future date.

Securities determined to have a decline in value that is other than temporary
are written down to estimated fair value, which becomes the new cost basis by a
charge to realized losses in the Companies' Statements of Operations. Premiums
and discounts are amortized/accrued utilizing a method which results in a
constant yield over the securities' expected lives. Amortization/accrual of
premiums and discounts on mortgage and other asset-backed securities
incorporates a prepayment assumption to estimate the securities' expected lives.

EQUITY SECURITIES: Equity securities are reported at estimated fair value if
readily marketable. The change in unrealized appreciation and depreciation of
marketable equity securities (net of related deferred income taxes, if any) is
included directly in stockholder's equity. Equity securities determined to have
a decline in value that is other than temporary are written down to estimated
fair value, which becomes the new cost basis by a charge to realized losses in
the Companies' Statements of Operations.

MORTGAGE LOANS ON REAL ESTATE: Mortgage loans on real estate are reported at
cost adjusted for amortization of premiums and accrual of discounts. If the
value of any mortgage loan is determined to be impaired (i.e., when it is
probable the Companies will be unable to collect all amounts due according to
the contractual terms of the loan agreement), the carrying value of the mortgage
loan is reduced to the present value of expected future cash flows from the loan
discounted at the loan's effective interest rate, or to the loan's observable
market price, or the fair value of the underlying collateral. The carrying value
of impaired loans is reduced by the establishment of a valuation allowance,
which is adjusted at each reporting date for significant changes in the
calculated value of the loan. Changes in this valuation allowance are charged or
credited to income.

OTHER INVESTMENTS: Policy loans are reported at unpaid principal. Short-term
investments are reported at cost, adjusted for amortization of premiums and
accrual of discounts.

REALIZED GAINS AND LOSSES: Realized gains and losses are determined on the basis
of specific identification.

FAIR VALUES: Estimated fair values, as reported herein, of conventional
mortgage-backed securities not actively traded in a liquid market are estimated
using a third party pricing process. This pricing process uses a matrix
calculation assuming a spread over U.S. Treasury bonds based upon the expected
average lives of the securities. Estimated fair values of publicly traded fixed
maturities are reported by an independent pricing service. Fair values of
private placement bonds are estimated using a matrix that assumes a spread
(based on interest rates and a risk assessment of the bonds) over U.S. Treasury
bonds. Estimated fair values of equity securities, which consist of the
Companies' investment in its registered separate accounts, are based upon the
quoted fair value of the securities comprising the individual portfolios
underlying the separate accounts.

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES: The Companies may
from time to time utilize various derivative instruments to manage interest rate
and price risk (collectively, market risk). The Companies have appropriate
controls in place, and financial exposures are monitored and managed by the
Companies as an integral part of their overall risk management program.
Derivatives are recognized on the balance sheet at their fair value.

The change in a derivative's fair value is generally to be recognized in current
period earnings, unless the derivative is specifically designated as a hedge of
an exposure. If certain conditions are met, a derivative may be specifically
designated as a hedge of an exposure to changes in fair value, variability of
cash flows, or certain foreign currency exposures. When designated as a hedge,
the fair value should be recognized currently in earnings or other comprehensive
income, depending on whether such designation is considered a fair value hedge
or a cash flow hedge. With respect to fair value hedges, the fair value of the
derivative, as well as changes in the fair value of the hedged item, are
reported in earnings. For cash flow hedges, changes in the derivatives' fair
value are reported in other comprehensive income and subsequently reclassified
into earnings when the hedged item affects earnings. The ineffective portion of
a derivative's change in fair value will be immediately recognized in earnings.

The Companies occasionally purchase a financial instrument that contains a
derivative that is "embedded" in the instrument. The Companies' insurance
products are also reviewed to determine whether they contain an embedded
derivative. The Companies assess whether the economic characteristics of the
embedded derivative are clearly and closely related to the economic
characteristics of the remaining component of the financial instrument or
insurance product (i.e., the host contract) and whether a separate instrument
with the same terms as the embedded instrument would meet the definition of a
derivative instrument. When it is determined that the embedded derivative
possesses economic characteristics that are not clearly and closely related to
the economic characteristics of the host contract and that a separate instrument
with the same terms would qualify as a derivative instrument, the embedded
derivative is separated from the host contract and carried at fair value. In
cases where the host contract is measured at fair value, with changes in fair
value reported in current period earnings, or the Companies are unable to
reliably identify and measure the embedded derivative for separation from its
host contract, the entire contract is carried on the balance sheet at fair value
and is not designated as a hedging instrument.

CASH AND CASH EQUIVALENTS
For purposes of the accompanying Statements of Cash Flows, the Companies
consider all demand deposits and interest-bearing accounts not related to the
investment function to be cash equivalents. All interest-bearing accounts
classified as cash equivalents have original maturities of three months or less.

DEFERRED POLICY ACQUISITION COSTS
Certain costs of acquiring new insurance business, principally first year
commissions and interest bonuses, premium credit, and other expenses related to
the production of new business have been deferred. Other expenses related to the
production of new business that were deferred totaled $28.3 million during 2001,
$16.3 million during 2000, and $29.6 million during 1999. Acquisition costs for
variable insurance products are being amortized generally in proportion to the
present value (using the assumed crediting rate) of expected future gross
profits. This amortization is adjusted retrospectively when the Companies revise
their estimate of current or future gross profits to be realized from a group of
products. DPAC is adjusted to reflect the pro forma impact of unrealized gains
and losses on fixed maturities the Companies have designated as "available for
sale" under SFAS No. 115.

VALUE OF PURCHASED INSURANCE IN FORCE
As a result of the merger, a portion of the purchase price was allocated to the
right to receive future cash flows from existing insurance contracts. This
allocated cost represents VPIF, which reflects the value of those purchased
policies calculated by discounting actuarially determined expected future cash
flows at the discount rate determined by the purchaser. Amortization of VPIF is
charged to expense in proportion to expected gross profits of the underlying
business. This amortization is adjusted retrospectively when the Companies
revise the estimate of current or future gross profits to be realized from the
insurance contracts acquired. VPIF is adjusted to reflect the pro forma impact
of unrealized gains and losses on available for sale fixed maturities.

PROPERTY AND EQUIPMENT
Property and equipment primarily represent leasehold improvements, office
furniture, certain other equipment, and capitalized computer software and are
not considered to be significant to the Companies' overall operations. Property
and equipment are reported at cost less allowances for depreciation.
Depreciation expense is computed primarily on the basis of the straight-line
method over the estimated useful lives of the assets.

GOODWILL
Goodwill was established as a result of the merger and is being amortized over
40 years on a straight-line basis.

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations", and No. 142,
"Goodwill and Other Intangible Assets," effective for fiscal years beginning
after December 15, 2001. For additional information, refer to the Pending
Accounting Standards disclosure in Note 1.

FUTURE POLICY BENEFITS
Future policy benefits for divisions of the variable products with fixed
interest guarantees are established utilizing the retrospective deposit
accounting method. Policy reserves represent the premiums received plus
accumulated interest, less mortality and administration charges. Interest
credited to these policies ranged from 3.00% to 12.00% during 2001, 3.00% to
14.00% during 2000 and 3.00% to 11.00% during 1999. The unearned revenue reserve
represents unearned distribution fees. These distribution fees have been
deferred and are amortized over the life of the contracts in proportion to
expected gross profits.

SEPARATE ACCOUNTS
Assets and liabilities of the separate accounts reported in the accompanying
Balance Sheets represent funds separately administered principally for variable
contracts. Contractholders, rather than the Companies, bear the investment risk
for variable products. At the direction of the contractholders, the separate
accounts invest the premiums from the sale of variable products in shares of
specified mutual funds. The assets and liabilities of the separate accounts are
clearly identified and segregated from other assets and liabilities of the
Companies. Under Delaware insurance law, the portion of the separate account
assets equal to the reserves and other liabilities of variable contracts cannot
be charged with liabilities arising out of any other business the Companies may
conduct.

Variable separate account assets are carried at fair value of the underlying
investments and generally represent contractholder investment values maintained
in the accounts. Variable separate account liabilities represent account
balances for the variable contracts invested in the separate accounts; the fair
value of these liabilities is equal to their carrying amount. Net investment
income and realized and unrealized capital gains and losses related to separate
account assets are not reflected in the accompanying Statements of Operations.

Product charges recorded by the Companies from variable insurance products
consist of charges applicable to each contract for mortality and expense risk,
cost of insurance, contract administration, and surrender charges. In addition,
some variable annuity and all variable life contracts provide for a distribution
fee collected for a limited number of years after each premium deposit. Revenue
recognition of collected distribution fees is amortized over the life of the
contract in proportion to its expected gross profits. The balance of
unrecognized revenue related to the distribution fees is reported as an unearned
revenue reserve.

DEFERRED INCOME TAXES
Deferred tax assets or liabilities are computed based on the difference between
the financial statement and income tax bases of assets and liabilities using the
enacted marginal tax rate. Deferred tax assets or liabilities are adjusted to
reflect the pro forma impact of unrealized gains and losses on equity securities
and fixed maturities the Companies have designated as available for sale under
SFAS No. 115. Changes in deferred tax assets or liabilities resulting from this
SFAS No. 115 adjustment are charged or credited directly to stockholder's
equity. Deferred income tax expenses or credits reflected in the Companies'
Statements of Operations are based on the changes in the deferred tax asset or
liability from period to period (excluding the SFAS No. 115 adjustment).

DIVIDEND RESTRICTIONS
Golden American's ability to pay dividends to its Parent is restricted. Prior
approval of insurance regulatory authorities is required for payment of
dividends to the stockholder which exceed an annual limit. During 2002, Golden
American cannot pay dividends to its Parent without prior approval of statutory
authorities. Under the provisions of the insurance laws of the State of New
York, First Golden cannot distribute any dividends to its stockholder, Golden
American, unless a notice of its intent to declare a dividend and the amount of
the dividend has been filed with the New York Insurance Department at least
thirty days in advance of the proposed declaration. If the Superintendent of the
New York Insurance Department finds the financial condition of First Golden does
not warrant the distribution, the Superintendent may disapprove the distribution
by giving written notice to First Golden within thirty days after the filing.

SEGMENT REPORTING
The Companies manage their business as one segment, the sale of variable and
fixed insurance products designed to meet customer needs for tax-advantaged
saving for retirement and protection from death. Variable insurance products are
sold to consumers and corporations throughout the United States.

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
affecting the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.

Management is required to utilize historical experience and assumptions about
future events and circumstances in order to develop estimates of material
reported amounts and disclosures. Included among the material (or potentially
material) reported amounts and disclosures that require extensive use of
estimates and assumptions are: (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values of
policyholder liabilities, (2) policyholder liabilities, (3) deferred policy
acquisition costs and value of purchased insurance in force, (4) fair values of
assets and liabilities recorded as a result of merger, (5) asset valuation
allowances, (6) guaranty fund assessment accruals, (7) deferred tax benefits
(liabilities), and (8) estimates for commitments and contingencies including
legal matters, if a liability is anticipated and can be reasonably estimated.
Estimates and assumptions regarding all of the preceding items are inherently
subject to change and are reassessed periodically. Changes in estimates and
assumptions could materially impact the financial statements.

NEW ACCOUNTING STANDARDS:
DERIVATIVES: As of January 1, 2001, the Companies adopted FAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, as amended and
interpreted by FAS No. 137, Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133, FAS No.
138, Accounting for Certain Derivative Instruments and Certain Hedging
Activities - an Amendment of FASB Statement No. 133, and certain FAS No. 133
implementation issues. This standard, as amended, requires companies to record
all derivatives on the balance sheet as either assets or liabilities and measure
those instruments at fair value. The manner in which companies are to record
gains or losses resulting from changes in the fair values of those derivatives
depends on the use of the derivative and whether it qualifies for hedge
accounting.

Adoption of FAS No. 133 did not have a material effect on the Companies'
financial position or results of operations given the Companies' limited
derivative and embedded derivative holdings.

The Companies chose to elect a transition date of January 1, 1999 for embedded
derivatives. Therefore, only those derivatives embedded in hybrid instruments
issued, acquired or substantively modified by the entity on or after January 1,
1999 are recognized as separate assets or liabilities. The cumulative effect of
the accounting change upon adoption was not material.

RECOGNITION OF INTEREST INCOME AND IMPAIRMENT ON PURCHASED AND BENEFICIAL
INTERESTS IN SECURITIZED FINANCIAL ASSETS: Effective April 2001, the Companies
adopted Emerging Issues Task Force Issue "EITF" 99-20, Recognition of Interest
Income and Impairment on Purchased and Retained Beneficial Interests in
Securitized Financial Assets. EITF 99-20 states that interest income earned on
retained or purchased beneficial interests in securitized financial assets
should be recognized over the life of the investment based on an anticipated
yield determined by periodically estimating cash flows. Interest income should
be revised prospectively for changes in cash flows. Additionally, impairment
should be recognized if the fair value of the beneficial interest has declined
below its carrying amount and the decline is other than temporary. The impact of
adoption was not significant to the Companies financial position or results of
operations.

PENDING ACCOUNTING STANDARDS: GOODWILL: In June 2001, the Financial Accounting
Standards Board issued Statements of Financial Accounting Standards No. 141,
"Business Combinations", and No. 142, "Goodwill and Other Intangible Assets,"
effective for fiscal years beginning after December 15, 2001. Under the new
rules, goodwill and intangible assets deemed to have indefinite lives will no
longer be amortized but will be subject to annual impairment tests in accordance
with the Statements. Other intangible assets will continue to be amortized over
their useful lives. The Companies are required to adopt the new rules effective
January 1, 2002. The Companies are evaluating the impact of the adoption of
these standards and have not yet determined the effect of adoption on their
financial position and results of operations.

RECLASSIFICATIONS
Certain amounts in the 2000 and 1999 financial statements have been reclassified
to conform to the 2001 financial statement presentation.

2. BASIS OF FINANCIAL REPORTING
- --------------------------------------------------------------------------------

The financial statements of the Companies differ from related statutory-basis
financial statements principally as follows: (1) acquisition costs of acquiring
new business are deferred and amortized over the life of the policies rather
than charged to operations as incurred; (2) an asset representing the present
value of future cash flows from insurance contracts acquired was established as
a result of the merger/acquisition and is amortized and charged to expense; (3)
future policy benefit reserves for divisions with fixed interest guarantees of
the variable insurance products are based on full account values, rather than
the greater of cash surrender value or amounts derived from discounting
methodologies utilizing statutory interest rates; (4) reserves are reported
before reduction for reserve credits related to reinsurance ceded and a
receivable is established, net of an allowance for uncollectible amounts, for
these credits rather than presented net of these credits; (5) fixed maturity
investments are designated as "available for sale" and valued at fair value with
unrealized appreciation/depreciation, net of adjustments to value of purchased
insurance in force, deferred policy acquisition costs, and deferred income taxes
(if applicable), credited/charged directly to stockholder's equity rather than

valued at amortized cost; (6) the carrying value of fixed maturities is reduced
to fair value by a charge to realized losses in the Statements of Operations
when declines in carrying value are judged to be other than temporary, rather
than through the establishment of a formula-determined statutory investment
reserve (carried as a liability), changes in which are charged directly to
surplus; (7) deferred income taxes are provided for the difference between the
financial statement and income tax bases of assets and liabilities; (8) net
realized gains or losses attributed to changes in the level of interest rates in
the market are recognized when the sale is completed rather than deferred and
amortized over the remaining life of the fixed maturity security; (9) a
liability is established for anticipated guaranty fund assessments, net of
related anticipated premium tax credits, rather than capitalized when assessed
and amortized in accordance with procedures permitted by insurance regulatory
authorities; (10) revenues for variable insurance products consist of policy
charges applicable to each contract for the cost of insurance, policy
administration charges, amortization of policy initiation fees, and surrender
charges assessed rather than premiums received; (11) the financial statements of
Golden American's wholly owned subsidiary are consolidated rather than recorded
at the equity in net assets; (12) surplus notes are reported as liabilities
rather than as surplus; and (13) assets and liabilities are restated to fair
values when a change in ownership occurs, with provisions for goodwill and other
intangible assets, rather than continuing to be presented at historical cost.

The net loss for Golden American as determined in accordance with statutory
accounting practices was $156.4 million in 2001, $71.1 million in 2000, and
$85.6 million in 1999. Total statutory capital and surplus was $451.6 million
and $406.9 million at December 31, 2001 and 2000, respectively.

The National Association of Insurance Commissioners has revised the Accounting
Practices and Procedures Manual, the guidance that defines statutory accounting
principles. The revised manual was effective January 1, 2001, and has been
adopted, at least in part, by the States of Delaware and New York, which are the
states of domicile for Golden American and First Golden, respectively. The
revised manual resulted in changes to the accounting practices that the
Companies use to prepare their statutory-basis financial statements. The impact
of these changes to the Companies' statutory-basis capital and surplus as of
January 1, 2001 was not significant.

3. INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------

INVESTMENT RESULTS
Major categories of net investment income are summarized below:

Year Ended December 31, 2001 2000 1999
----------------------------------------------------------
(DOLLARS IN THOUSANDS)

Fixed maturities................................. $83,654 $55,302 $50,352
Equity securities................................ -- 248 515
Mortgage loans on real estate.................... 11,205 7,832 7,074
Policy loans..................................... 793 516 485
Short-term investments and cash and cash
equivalents..................................... 2,605 2,253 2,583
Other, net....................................... 598 543 388
----------------------------------------------------------
Gross investment income.......................... 98,855 66,694 61,397
Less investment expenses......................... (4,459) (2,554) (2,228)
----------------------------------------------------------
Net investment income............................ $94,396 $64,140 $59,169
==========================================================

Realized losses on investments follows:

Year Ended December 31, 2001 2000 1999
----------------------------------------------------------
(DOLLARS IN THOUSANDS)

Fixed maturities, available for sale............. $(4,848) $(6,289) $(2,910)
Equity securities................................ (1,622) (213) --
Mortgage loans on real estate.................... -- (52) (13)
----------------------------------------------------------
Realized losses on investments................... $(6,470) $(6,554) $(2,923)
==========================================================

The change in unrealized appreciation (depreciation) of securities at fair value
follows:

Year Ended December 31, 2001 2000 1999
----------------------------------------------------------
(DOLLARS IN THOUSANDS)

Fixed maturities, available for sale............. $18,559 $16,558 $(24,944)
Equity securities................................ 1,801 (4,198) 5,301
----------------------------------------------------------
Change in unrealized appreciation
(depreciation) of securities.................. $20,360 $12,360 $(19,643)
==========================================================

At December 31, 2001 and December 31, 2000, amortized cost, gross unrealized
gains and losses, and estimated fair values of fixed maturities, all of which
are designated as available for sale, follows:

Gross Gross Estimated
December 31, 2001 Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
- ----------------------------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)

U.S. government and governmental
agencies and authorities................. $132,081 $479 $(3,435) $129,125
Public utilities.......................... 39,775 345 (1,374) 38,746
Foreign government........................ 143,574 3,326 (213) 146,687
Corporate securities...................... 1,111,798 15,027 (10,037) 1,116,788
Other asset-backed securities............. 388,250 7,233 (1,647) 393,836
Mortgage-backed securities................ 167,049 3,554 (872) 169,731
---------------------------------------------------------------------------
Total..................................... $1,982,527 $29,964 $(17,578) $1,994,913
===========================================================================

Gross Gross Estimated
December 31, 2000 Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
- ----------------------------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)

U.S. government and governmental
agencies and authorities................. $18,607 $580 $(16) $19,171
Public utilities.......................... 54,132 294 (1,600) 52,826
Corporate securities...................... 355,890 1,318 (8,006) 349,202
Other asset-backed securities............. 223,787 2,166 (1,831) 224,122
Mortgage-backed securities................ 146,335 1,465 (543) 147,257
---------------------------------------------------------------------------
Total..................................... $798,751 $5,823 $(11,996) $792,578
===========================================================================

Short-term investments and cash and cash equivalents have been excluded from the
above schedules. Amortized cost approximates fair value for these securities. At
December 31, 2001, net unrealized investment gain on fixed maturities designated

as available for sale totaled $12,386,000. Appreciation of $3,816,000 was
included in stockholder's equity at December 31, 2001 (net of adjustments of
$535,000 to VPIF, $5,979,000 to DPAC, and $2,056,000 to deferred income taxes).
At December 31, 2000, net unrealized investment loss on fixed maturities
designated as available for sale totaled $6,173,000. Depreciation of $1,447,000
was included in stockholder's equity at December 31, 2000 (net of adjustments of
$801,000 to VPIF, $3,146,000 to DPAC, and $779,000 to deferred income taxes).

At December 31, 2001, net unrealized depreciation on equity securities was
comprised entirely of gross depreciation of $19,000. At December 31, 2000, net
unrealized depreciation on equity securities was comprised entirely of gross
depreciation of $1,820,000.

Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 2001 are shown
below. Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.

Amortized Estimated
December 31, 2001 Cost Fair Value
- -------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)

Due within one year..................... $78,928 $79,718
Due after one year through five years... 369,061 377,078
Due after five years through ten years.. 731,087 729,731
Due after ten years..................... 248,152 244,819
----------------------------------------------
1,427,228 1,431,346
Other asset-backed securities........... 388,250 393,836
Mortgage-backed securities.............. 167,049 169,731
----------------------------------------------
Total................................... $1,982,527 $1,994,913
==============================================

An analysis of sales, maturities, and principal repayments of the Companies'
fixed maturities portfolio follows:

Gross Gross Proceeds
Amortized Realized Realized from
Cost Gains Losses Sale
- ----------------------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)

FOR THE YEAR ENDED DECEMBER 31, 2001:
Scheduled principal repayments, calls, and
tenders............................................ $168,703 $-- $-- $168,703
Sales.............................................. 712,443 6,569 (7,027) 711,985
----------------------------------------------------------------
Total.............................................. $881,146 $6,569 $(7,027) $880,688
================================================================

FOR THE YEAR ENDED DECEMBER 31, 2000:
Scheduled principal repayments, calls, and
tenders............................................ $91,158 $122 $(1) $91,279
Sales.............................................. 120,125 285 (6,553) 113,857
----------------------------------------------------------------
Total.............................................. $211,283 $407 $(6,554) $205,136
================================================================

FOR THE YEAR ENDED DECEMBER 31, 1999:
Scheduled principal repayments, calls, and
tenders............................................ $141,346 $216 $(174) $141,388
Sales.............................................. 80,472 141 (1,454) 79,159
----------------------------------------------------------------
Total.............................................. $221,818 $357 $(1,628) $220,547
================================================================

INVESTMENT VALUATION ANALYSIS: The Companies analyze the investment portfolio at
least quarterly in order to determine if the carrying value of any investment
has been impaired. The carrying value of debt and equity securities is written
down to fair value by a charge to realized losses when an impairment in value

appears to be other than temporary. These impairment losses are included in the
realized gains and losses on investments in the consolidated statement of
operations.

During 2001, Golden American determined that the carrying value of eleven bonds
exceeded their estimated net realizable value. As a result, as of December 31,
2001, Golden American recognized a total pre-tax loss of $4.4 million to reduce
the carrying value of the bonds to their combined net realizable value of $5.5
million.

During the second quarter of 2000, Golden American determined that the carrying
value of an impaired bond exceeded its estimated net realizable value. As a
result, on June 30, 2000, Golden American recognized a total pre-tax loss of
approximately $142,000 to reduce the carrying value of the bond to its net
realizable value of $315,000 at December 31, 2000.

During the fourth quarter of 1998, Golden American determined that the carrying
value of two bonds exceeded their estimated net realizable value. As a result,
at December 31, 1998, Golden American recognized a total pre-tax loss of
$973,000 to reduce the carrying value of the bonds to their combined net
realizable value of $2,919,000. During the second quarter of 1999, further
information was received regarding these bonds and Golden American determined
that the carrying value of the two bonds exceeded their estimated net realizable
value. As a result, at June 30, 1999, Golden American recognized a total pre-tax
loss of $1,639,000 to further reduce the carrying value of the bonds to their
combined net realizable value of $1,137,000. During the years 2000 and 2001,
these bonds had no further reduction in carrying value.

INVESTMENTS ON DEPOSIT: At December 31, 2001, bonds with a par value of
$6,870,000, unchanged from December 31, 2000, were on deposit with regulatory
authorities pursuant to certain statutory requirements.

INVESTMENT DIVERSIFICATIONS: The Companies' investment policies require
diversification by asset type and set limits on the amount which can be invested
in an individual issuer. Such policies are at least as restrictive as applicable
regulatory requirements. The following percentages relate to holdings at
December 31, 2001 and December 31, 2000. Fixed maturities includes investments
in industrials (37% in 2001, 29% in 2000), governmental securities (18% in 2001,
3% in 2000), mortgage-backed securities (16% in 2001, 26% in 2000), other
asset-backed securities (12% in 2001, 20% in 2000), and financial companies (10%
in 2001, 14% in 2000). Mortgage loans on real estate have been analyzed by
geographical location with concentrations by state identified as Ohio (20% in
2001 and 4% in 2000) and California (18% in 2001 and 15% in 2000). There are no
other concentrations of mortgage loans on real estate in any state exceeding ten
percent at December 31, 2001 and 2000. Mortgage loans on real estate have also
been analyzed by collateral type with significant concentrations identified in
multi-family apartments (36% in 2001 and 10% in 2000), industrial buildings (19%
in 2001, 35% in 2000), retail facilities (20% in 2001, 18% in 2000), and office
buildings (21% in 2001, 29% in 2000). Equity securities are not significant to
the Companies' overall investment portfolio.

No investment in any person or its affiliates (other than bonds issued by
agencies of the United States government) exceeded ten percent of stockholder's
equity at December 31, 2001.

4. DERIVATIVE INSTRUMENTS
- --------------------------------------------------------------------------------

The Companies may from time to time utilize various derivative instruments to
manage interest rate and price risk (collectively, market risk). The Companies
have appropriate controls in place, and financial exposures are monitored and
managed by the Companies as an integral part of their overall risk management
program. Derivatives are recognized on the balance sheet at their fair value. At
December 31, 2001, the Companies did not utilize any such derivatives.

The estimated fair values and carrying amounts of the Companies' embedded
derivatives at December 31, 2001 were $0, net of reinsurance. The estimated fair
values and carrying amounts of the embedded derivatives on a direct basis,
before reinsurance, were $3.1 million.

The fair value of these instruments was estimated based on quoted market prices,
dealer quotations or internal estimates.

5. COMPREHENSIVE INCOME
- --------------------------------------------------------------------------------

Comprehensive income includes all changes in stockholder's equity during a
period except those resulting from investments by and distributions to the
stockholder. Other comprehensive income excludes net investment losses included
in net income, which merely represent transfers from unrealized to realized
gains and losses. These amounts total $3,213,000, $1,751,000, and $1,468,000 in
the years ended December 31, 2001, 2000, and 1999, respectively. Such amounts,
which have been measured through the date of sale, are net of income taxes and
adjustments to VPIF and DPAC totaling $3,257,000, $4,751,000, and $1,441,000 in
the years ended December 31, 2001, 2000, and 1999, respectively.

6. FAIR VALUES OF FINANCIAL INSTRUMENTS
- --------------------------------------------------------------------------------

SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," requires
disclosure of estimated fair value of all financial instruments, including both
assets and liabilities recognized and not recognized in a company's balance
sheet, unless specifically exempted. SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," requires additional disclosures about
derivative financial instruments. Most of the Companies' investments, investment
contracts, and debt fall within the standards' definition of a financial
instrument. Fair values for the Companies' insurance contracts other than
investment contracts are not required to be disclosed. In cases where quoted
market prices are not available, estimated fair values are based on estimates
using present value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the discount rate and
estimates of future cash flows. Accounting, actuarial, and regulatory bodies are
continuing to study the methodologies to be used in developing fair value
information, particularly as it relates to such things as liabilities for
insurance contracts. Accordingly, care should be exercised in deriving
conclusions about the Companies' business or financial condition based on the
information presented herein.

The Companies closely monitor the composition and yield of invested assets, the
duration and interest credited on insurance liabilities, and resulting interest
spreads and timing of cash flows. These amounts are taken into consideration in
the Companies' overall management of interest rate risk, which attempts to
minimize exposure to changing interest rates through the matching of investment
cash flows with amounts expected to be due under insurance contracts. These
assumptions may not result in values consistent with those obtained through an
actuarial appraisal of the Companies' business or values that might arise in a
negotiated transaction.

The following compares carrying values as shown for financial reporting purposes
with estimated fair values:

December 31 2001 2000
- ----------------------------------------------------------------------------------------------------------------------------
Estimated Estimated
Carrying Fair Carrying Fair
Value Value Value Value
-------------------------------------------------------------------
(DOLLARS IN THOUSANDS)

ASSETS
Fixed maturities, available for sale............... $1,994,913 $1,994,913 $792,578 $792,578
Equity securities.................................. 55 55 6,791 6,791
Mortgage loans on real estate...................... 213,883 219,158 99,916 100,502
Policy loans....................................... 14,847 14,847 13,323 13,323
Short-term investments............................. 10,021 10,021 106,775 106,775
Cash and cash equivalents.......................... 195,726 195,726 63,207 63,207
Separate account assets............................ 10,958,191 10,958,191 9,831,489 9,831,489

LIABILITIES
Annuity products................................... 2,162,381 1,983,833 1,047,932 962,810
Surplus notes...................................... 245,000 358,064 245,000 204,455
Revolving note payable............................. 1,400 1,400 -- --
Separate account liabilities....................... 10,958,191 10,958,191 9,831,489 9,831,489

The following methods and assumptions were used by the Companies in estimating
fair values.

FIXED MATURITIES: Estimated fair values of conventional mortgage-backed
securities not actively traded in a liquid market and publicly traded securities
are estimated using a third party pricing process. This pricing process uses a
matrix calculation assuming a spread over U.S. Treasury bonds based upon the
expected average lives of the securities.

EQUITY SECURITIES: Estimated fair values of equity securities, which consist of
the Companies' investment in the portfolios underlying its separate accounts,
are based upon the quoted fair value of individual securities comprising the
individual portfolios. For equity securities not actively traded, estimated fair
values are based upon values of issues of comparable returns and quality.

MORTGAGE LOANS ON REAL ESTATE: Fair values are estimated by discounting expected
cash flows, using interest rates currently offered for similar loans.

POLICY LOANS: Carrying values approximate the estimated fair value for policy
loans.

SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS: Carrying values reported
in the Companies' historical cost basis balance sheet approximate estimated fair
value for these instruments due to their short-term nature.

SEPARATE ACCOUNT ASSETS: Separate account assets are reported at the quoted fair
values of the individual securities in the separate accounts.

ANNUITY PRODUCTS: Estimated fair values of the Companies' liabilities for future
policy benefits for the divisions of the variable annuity products with fixed
interest guarantees and for supplemental contracts without life contingencies
are stated at cash surrender value, the cost the Companies would incur to
extinguish the liability.

SURPLUS NOTES: Estimated fair value of the Companies' surplus notes were based
upon discounted future cash flows using a discount rate approximating the
current market value.

REVOLVING NOTE PAYABLE: Carrying value reported in the Companies' historical
cost basis balance sheet approximates estimated fair value for this instrument,
as the agreement carries a variable interest rate provision.

SEPARATE ACCOUNT LIABILITIES: Separate account liabilities are reported at full
account value in the Companies' historical cost balance sheet. Estimated fair
values of separate account liabilities are equal to their carrying amount.

7. VALUE OF PURCHASED INSURANCE IN FORCE
- --------------------------------------------------------------------------------

As a result of the merger, a portion of the purchase price was allocated to the
right to receive future cash flows from existing insurance contracts. This
allocated cost represents VPIF, which reflects the value of those purchased
policies calculated by discounting actuarially determined expected future cash
flows at the discount rate determined by the purchaser. Interest was accrued at
a rate of 7.37% during 2001 (7.32% during 2000, and 7.33% during 1999).

A reconciliation of the change in the VPIF asset follows:

Year Ended December 31, 2001 2000 1999
-----------------------------------------------------
(DOLLARS IN THOUSANDS)

Beginning balance.............................. $25,942 $31,727 $35,977
Accretion of interest........................ 1,617 2,016 2,372
Amortization of asset........................ (6,020) (6,817) (8,610)
Adjustment for unrealized gains (losses) .... (1,336) (984) 1,988
-----------------------------------------------------
Ending balance................................. $20,203 $25,942 $31,727
=====================================================

Based on current conditions and assumptions as to the impact of future events on
acquired policies in force, the expected approximate net amortization relating
to VPIF as of December 31, 2001, is $3.1 million in 2002, $2.8 million in 2003,
$2.4 million in 2004, $1.9 million in 2005, and $1.4 million in 2006. Actual
amortization may vary based upon changes in assumptions and experience.

8. INCOME TAXES
- --------------------------------------------------------------------------------

Golden American files a consolidated federal income tax return with First
Golden. Golden American has a tax allocation agreement with First Golden whereby
Golden American charges its subsidiary for taxes it would have incurred were it
not a member of the consolidated group and credits the member for losses used in
consolidation.

At December 31, 2001, the Companies have net operating loss ("NOL")
carryforwards for federal income tax purposes of approximately $345,859,000.
Approximately $5,094,000, $3,354,000, $50,449,000, $94,078,000 $91,107,000 and
$101,777,000 of these NOL carryforwards are available to offset future taxable
income of the Companies through the years 2011, 2012, 2013, 2014, 2015 and 2016,
respectively.

INCOME TAX EXPENSE (BENEFIT)
Income tax expense (benefit) included in the consolidated financial statements
follows:

Year Ended December 31, 2001 2000 1999
------------------------------------------------
(DOLLARS IN THOUSANDS)

Current................ $782 $(46) $--
Deferred............... (606) 13,282 8,077
------------------------------------------------
$176 $13,236 $8,077
================================================

The effective tax rate on income before income taxes is different from the
prevailing federal income tax rate. A reconciliation of this difference follows:

Year Ended December 31, 2001 2000 1999
--------------------------------------
(DOLLARS IN THOUSANDS)

Income before income taxes............ $(3,778) $32,416 $19,291
======================================

Income tax at federal statutory rate.. $(1,322) $11,346 $6,752
Tax effect of:
Goodwill amortization............... 1,033 1,033 1,033
Meals and entertainment............. 480 292 199
Other items......................... (15) 565 93
--------------------------------------
Income tax expense ................... $176 $13,236 $8,077
======================================

DEFERRED INCOME TAXES

The tax effect of temporary differences giving rise to the Companies' deferred
income tax assets and liabilities at December 31, 2001 and 2000 follows:

December 31 2001 2000
- ---------------------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)

Deferred tax assets:
Net unrealized depreciation of securities at fair value........... $7 $637
Net unrealized depreciation of available for sale fixed
maturities...................................................... -- 779
Future policy benefits............................................ 176,331 163,691
Net operating loss carryforwards.................................. 121,711 66,380
--------------------------------------------
298,049 231,487
Deferred tax liabilities:
Tax deductible goodwill........................................... (3,547) (2,696)
Net unrealized appreciation of available for sale fixed
maturities..................................................... (2,056) --
Fixed maturity securities......................................... (17,812) (17,774)
Deferred policy acquisition costs................................. (222,781) (184,743)
Value of purchased insurance in force............................. (6,894) (8,512)
Other............................................................. (57,571) (23,723)
--------------------------------------------
(310,661) (237,448)
--------------------------------------------
Valuation allowance.................................................. -- (1,416)
--------------------------------------------
Net deferred income tax liability.................................... $(12,612) $(7,377)
============================================

At December 31, 2001, the Companies reported, for financial statement purposes,
net unrealized gains on certain investments that generated deferred tax
liabilities which have been recognized for tax purposes. At December 31, 2000,
the Companies reported, for financial statement purposes, unrealized losses on
certain investments, which have not been recognized for tax purposes. Since it
was uncertain as to whether these capital losses, if ever realized, could be
utilized to offset capital gains, a valuation allowance was established for the
tax effect of the financial statement losses.

9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION
- --------------------------------------------------------------------------------

DEFINED BENEFIT PLANS

In 2001, 2000 and 1999, the Companies were allocated their share of the pension
liability associated with their employees. During these years, the Companies'
employees were covered by the employee retirement plan of Equitable Life.
Further, Equitable Life sponsors a defined contribution plan that is qualified
under Internal Revenue Code Section 401(k).

As of December 31, 2001, the qualified pension benefit plans of certain United
States subsidiaries of ING North America Insurance Corporation ("ING North
America"), including Equitable Life, were merged into one plan which will be
recognized in ING North America's financial statements. The Companies also
transferred their pension liabilities to the Parent at that date. In exchange
for these liabilities, the Companies received a capital contribution, net of
taxes, from the Parent.

The following tables summarize the benefit obligations and the funded status for
pension benefits over the two-year period ended December 31, 2001:

2001 2000
--------------------------------------------------
(Dollars in thousands)
Change in benefit obligation:

Benefit obligation at January 1.................................. $7,906 $4,221
Service cost..................................................... 1,998 1,569
Interest cost.................................................... 768 554
Actuarial (gain) loss............................................ (2,710) 1,562
Plan Amendments.................................................. (171) --
Transfer of benefit obligation to the Parent..................... (7,791) --
--------------------------------------------------
Benefit obligation at December 31................................ $-- $7,906
==================================================

Funded status:
Funded status at December 31 prior to the transfer of the
benefit obligation to the Parent .............................. $(7,791) $(7,906)
Unrecognized past service cost ................................. (1,117) 141
Unrecognized net loss........................................... (8) 1,627
Transfer of the funded status to the Parent..................... 8,916 --
--------------------------------------------------
Net amount recognized........................................... $-- $(6,138)
==================================================

Prior to the merger of the qualified benefit plans of ING's US subsidiaries at
December 31, 2001, the Companies' plan assets were held by Equitable Life, an
affiliate. During 1998, the Equitable Life Employee Pension Plan began investing
in an undivided interest of the ING-NA Master Trust (the "Master Trust"). Boston
Safe Deposit and Trust Company holds the Master Trust's investment assets.

The weighted-average assumptions used in the measurement of the Companies'
December 31, 2001 benefit obligation, prior to the merger of the qualified
benefit plans of ING, follows:

December 31 2001 2000
- --------------------------------------------------------------------------------

Discount rate.......................... 7.50% 7.75%
Expected return on plan assets......... 9.25 9.25
Rate of compensation increase.......... 4.50 5.00

The following table provides the net periodic benefit cost for the fiscal years
2001, 2000, and 1999:

Year Ended December 31, 2001 2000 1999
- ----------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)

Service cost....................... $1,998 $1,569 $1,500
Interest cost...................... 768 554 323
Unrecognized past service cost..... 11 -- --
------------------------------------
Net periodic benefit cost.......... $2,777 $2,123 $1,823
====================================

There were no gains or losses resulting from curtailments or settlements during
2001, 2000, or 1999.

The projected benefit obligation, accumulated benefit obligation, and fair value
of plan assets for pension plans with accumulated benefit obligations in excess
of plan assets were $0 as of December 31, 2001 and $7,906,000, $4,701,000, and
$0, respectively, as of December 31, 2000.

10. RELATED PARTY TRANSACTIONS
- --------------------------------------------------------------------------------

OPERATING AGREEMENTS: Directed Services, Inc. ("DSI"), an affiliate, acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) and distributor of the variable
insurance products issued by the Companies. DSI is authorized to enter into
agreements with broker/dealers to distribute the Companies' variable products
and appoint representatives of the broker/dealers as agents. For the years ended
December 31, 2001, 2000, and 1999, the Companies paid commissions to DSI
totaling $229,726,000, $208,883,000, and $181,536,000, respectively.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid by DSI for these services is calculated as a percentage of average
assets in the variable separate accounts. For the years ended December 31, 2001,
2000, and 1999, the fee was $23,138,000, $21,296,000, and $10,136,000,
respectively.

Effective January 1, 1998, the Companies have an asset management agreement with
ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM provides
asset management and accounting services. Under the agreement, the Companies
record a fee based on the value of the assets under management. The fee is
payable quarterly. For the years ended December 31, 2001, 2000, and 1999, the
Companies incurred fees of $4,392,000, $2,521,000, and $2,227,000, respectively,
under this agreement.

Golden American has a guaranty agreement with Equitable Life. In consideration
of an annual fee, payable June 30, Equitable Life guarantees to Golden American
that it will make funds available, if needed, to Golden American to pay the
contractual claims made under the provisions of Golden American's life insurance
and annuity contracts. The agreement is not, and nothing contained therein or
done pursuant thereto by Equitable Life shall be deemed to constitute, a direct
or indirect guaranty by Equitable Life of the payment of any debt or other
obligation, indebtedness, or liability, of any kind or character whatsoever, of
Golden American. The agreement does not guarantee the value of the underlying
assets held in separate accounts in which funds of variable life insurance and
variable annuity policies have been invested. The calculation of the annual fee
is based on risk based capital. On June 30, 2001 and 2000, Golden American
incurred a fee of $12,000 and $7,000, respectively, under this agreement. No
annual fee was paid in 1999.

Golden American provides certain advisory, computer, and other resources and
services to Equitable Life. Revenues for these services, which reduced general
expenses incurred by Golden American, totaled $8,192,000, $6,193,000, and
$6,107,000 for the years ended December 31, 2001, 2000, and 1999, respectively.

The Companies have a service agreement with Equitable Life in which Equitable
Life provides administrative and financial related services. Under this
agreement, the Companies incurred expenses of $309,000, $1,270,000, and
$1,251,000 for the years ended December 31, 2001, 2000, and 1999, respectively.

During 2001, the State of Delaware Insurance Department approved expense sharing
agreements with ING America Insurance Holdings, Inc. ("ING AIH") for
administrative, management, financial, and information technology services.
Under these agreements with ING AIH, Golden American incurred expenses of
$23,153,000 for the year ended December 31, 2001.

First Golden provided resources and services to DSI. Revenues for these
services, which reduce general expenses incurred by the Companies, totaled
$139,000, $223,000, and $387,000 for the years ended December 31, 2001, 2000,
and 1999, respectively.

Golden American provides resources and services to ING Mutual Funds Management
Co., LLC, an affiliate. Revenues for these services, which reduced general
expenses incurred by Golden American, totaled $478,000, $455,000, and $244,000
for the years ended December 31, 2001, 2000, and 1999, respectively.

Golden American provides resources and services to United Life & Annuity
Insurance Company, an affiliate. Revenues for these services, which reduced
general expenses incurred by Golden American, totaled $383,000, $593,000 and
$460,000 for the years ended December 31, 2001, 2000, and 1999, respectively.

The Companies provide resources and services to Security Life of Denver
Insurance Company, an affiliate. Revenues for these services, which reduced
general expenses incurred by the Companies, totaled $326,000, $261,000 and
$216,000 for the years ended December 31, 2001, 2000, and 1999, respectively.

The Companies provide resources and services to Southland Life Insurance
Company, an affiliate. Revenues for these services, which reduce general
expenses incurred by the Companies, totaled $132,000, $115,000 and $103,000 for
the years ended December 31, 2001, 2000, and 1999, respectively.

In 2001, 2000, and 1999, the Companies received 14.0%, 11.3%, and 10.0% of total
premiums, net of reinsurance, for variable products sold through eight
affiliates as noted in the following table:

Year Ended December 31, 2001 2000 1999
- -----------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)

LSSI...................................... $124.4 $127.0 $168.5
Vestax Securities Corporation............. 35.3 47.2 88.1
DSI....................................... 1.1 1.4 2.5
Multi-Financial Securities Corporation.... 26.2 38.6 44.1
IFG Network Securities, Inc............... 12.8 23.1 25.8
Washington Square ........................ 99.2 44.6 --
Primevest................................. 46.0 6.2 --
Compulife................................. 6.6 2.7 --
-----------------------------------------------------
Total..................................... $351.6 $290.8 $329.0
=====================================================

MODIFIED COINSURANCE AGREEMENT: On June 30, 2000, effective January 1, 2000,
Golden American entered into a modified coinsurance agreement with Equitable
Life, an affiliate, covering a considerable portion of Golden American's
variable annuities issued on or after January 1, 2000, excluding those with an
interest rate guarantee. The financial statements are presented net of the
effects of the agreement.

Under this agreement, Golden American received a net reimbursement of expenses
and charges of $224.5 million and $218.8 million for the years ended December
31, 2001 and 2000, respectively. This was offset by a decrease in policy
acquisition costs deferred of $257.5 million and $223.7 million, respectively,
for the same periods. As at December 31, 2001 and 2000, Golden American also had
a payable to Equitable Life of $22.6 million and $16.3 million, respectively,
due to the overpayment by Equitable Life of the cash settlement for the modified
coinsurance agreement.

REINSURANCE AGREEMENT COVERING MINIMUM GUARANTEED BENEFITS: On December 28,
2000, Golden American entered into a reinsurance agreement with Security Life of
Denver International, Ltd., an affiliate, covering variable annuity minimum
guaranteed death benefits and minimum guaranteed living benefits of variable
annuities issued on or after January 1, 2000. Golden American also obtained an
irrevocable letter of credit through Bank of New York in the amount of $25
million related to this agreement. Effective December 24, 2001, the letter of
credit amount was revised to $70 million. Under this agreement, Golden American
recorded a reinsurance recoverable of $28.8 million and $14.6 million at
December 31, 2001 and 2000, respectively.

RECIPROCAL LOAN AGREEMENT: Golden American maintains a reciprocal loan agreement
with ING AIH, a Delaware corporation and affiliate, to facilitate the handling
of unusual and/or unanticipated short-term cash requirements. Under this
agreement, which became effective January 1, 1998 and expires December 31, 2007,
Golden American and ING AIH can borrow up to $65,000,000 from one another. Prior
to lending funds to ING AIH, Golden American must obtain the approval from the
Department of Insurance of the State of Delaware. Interest on any Golden
American borrowings is charged at the rate of ING AIH's cost of funds for the
interest period plus 0.15%. Interest on any ING AIH borrowings is charged at a
rate based on the prevailing interest rate of U.S. commercial paper available
for purchase with a similar duration. Under this agreement, Golden American
incurred interest expense of $26,000, $481,000, and $815,000 for the years ended

December 31, 2001, 2000, and 1999, respectively. At December 31, 2001, 2000, and
1999, Golden American did not have any borrowings or receivables from ING AIH
under this agreement.

SURPLUS NOTES: On December 30, 1999, Golden American issued an 8.179% surplus
note in the amount of $50,000,000 to Equitable Life. The note matures on
December 29, 2029. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary claims,
as well as debts owed to all other classes of debtors, other than surplus note
holders, of Golden American. Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance Commissioner. Under this
agreement, Golden American incurred interest expense of $4,089,000 and
$4,112,000 for the years ended December 31, 2001 and 2000, respectively. Golden
American incurred no interest expense during the year ended December 31, 1999.

On December 8, 1999, Golden American issued a 7.979% surplus note in the amount
of $35,000,000 to First Columbine Life Insurance Company ("First Columbine"), an
affiliate. The note matures on December 7, 2029. Payment of the note and related
accrued interest is subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of debtors, other
than surplus note holders, of Golden American. Any payment of principal and/or
interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, Golden American incurred interest expense of
$2,792,000, $2,961,000, and $0 for the years ended December 31, 2001, 2000, and
1999, respectively.

On September 30, 1999, Golden American issued a 7.75% surplus note in the amount
of $75,000,000 to ING AIH. The note matures on September 29, 2029. Payment of
the note and related accrued interest is subordinate to payments due to
policyholders, claimant, and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of Golden American.
Any payment of principal and/or interest made is subject to the prior approval
of the Delaware Insurance Commissioner. Under this agreement, Golden American
incurred interest expense of $5,813,000, $5,813,000, and $1,469,000 for the
years ended December 31, 2001, 2000, and 1999, respectively. On December 30,
1999, ING AIH assigned the note to Equitable Life.

On December 30, 1998, Golden American issued a 7.25% surplus note in the amount
of $60,000,000 to Equitable Life. The note matures on December 29, 2028. Payment
of the note and related accrued interest is subordinate to payments due to
policyholders, claimant, and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of Golden American.
Any payment of principal and/or interest made is subject to the prior approval
of the Delaware Insurance Commissioner. Under this agreement, Golden American
incurred interest expense of $4,350,000 in 2001, unchanged from 2000 and 1999.

On December 17, 1996, Golden American issued an 8.25% surplus note in the amount
of $25,000,000 to Equitable. The note matures on December 17, 2026. Payment of
the note and related accrued interest is subordinate to payments due to
policyholders, claimant, and beneficiary claims, as well as debts owed to all
other classes of debtors of Golden American. Any payment of principal made is
subject to the prior approval of the Delaware Insurance Commissioner. Golden
American incurred interest totaling $2,063,000 in 2001, unchanged from 2000 and
1999. On December 17, 1996, Golden American contributed the $25,000,000 to First
Golden acquiring 200,000 shares of common stock (100% of outstanding stock).

As at December 31, 2000, Golden American also had a receivable of $35,000,000
from capital contributions made by EIC.

STOCKHOLDER'S EQUITY: During 2001, 2000, and 1999, Golden American received
capital contributions from EIC of $196,796,000, $80,000,000, and $121,000,000,
respectively.

11. COMMITMENTS AND CONTINGENCIES
- --------------------------------------------------------------------------------

REINSURANCE: At December 31, 2001, the Companies had reinsurance treaties with
five unaffiliated reinsurers and three affiliated reinsurers covering a
significant portion of the mortality risks and guaranteed death and living
benefits under its variable contracts. Golden American remains liable to the
extent reinsurers do not meet their obligations under the reinsurance
agreements. Reinsurance ceded in force for life mortality risks were
$94,783,000, and $105,334,000 at December 31, 2001 and 2000, respectively. At

December 31, 2001 and 2000, the Companies had net receivables of $55,951,000 and
$33,973,000, respectively, for reinsurance claims, reserve credits, or other
receivables from these reinsurers. At December 31, 2001 and 2000, respectively,
these net receivables were comprised of $7,820,000 and $1,820,000, respectively,
for claims recoverable from reinsurers, $3,376,000 and $4,007,000, respectively,
for a payable for reinsurance premiums, $28,800,000 and $14,642,000,
respectively, for reserve credits, and $22,707,000 and $21,518,000,
respectively, for reinsured surrenders and allowances due from an unaffiliated
reinsurer. Included in the accompanying financial statements, excluding the
modified coinsurance agreements, are net considerations to reinsurers of
$30,329,000, $21,655,000, and $9,883,000 and net policy benefits recoveries of
$21,750,000, $8,927,000, and $3,059,000 for the years ended December 31, 2001,
2000, and 1999, respectively.

On June 30, 2000, effective January 1, 2000, Golden American entered into a
modified coinsurance agreement with Equitable Life, an affiliate, covering a
considerable portion of Golden American's variable annuities issued on or after
January 1, 2000, excluding those with an interest rate guarantee. At December
31, 2001 and 2000, Golden American had received a total settlement of $224.5
million and $218.8 million, respectively, under this agreement. The carrying
value of the separate account liabilities covered under this agreement represent
31.9% and 17.6% of total separate account liabilities outstanding at December
31, 2001 and 2000, respectively. Golden American remains liable to the extent
Equitable Life does not meet its obligations under the agreement. The
accompanying statement of operations, statement of changes in stockholder's
equity and statement of cash flows are presented net of the effects of the
agreement.

On December 28, 2000, Golden American entered into a reinsurance agreement with
Security Life of Denver International, Ltd., an affiliate, covering variable
annuity minimum guaranteed death benefits and guaranteed living benefits of
variable annuities issued on or after January 1, 2000. Golden American also
obtained an irrevocable letter of credit was obtained through Bank of New York
in the amount of $25 million related to this agreement. Effective December 24,
2001, the letter of credit amount was revised to $70 million. Under this
agreement, Golden American had reserve credits of $28,800,000 and $14,642,000 at
December 31, 2001 and 2000, respectively.

Effective June 1, 1994, Golden American entered into a modified coinsurance
agreement with an unaffiliated reinsurer. The accompanying financial statements
are presented net of the effects of the treaty which decreased income by
$458,000 for the year ended December 31, 2001 and increased income by $736,000,
and $1,729,000 for the years ended December 31, 2000 and 1999, respectively.

INVESTMENT COMMITMENTS: At December 31, 2001, outstanding commitments to fund
mortgage loans totaled $3,182,000 and outstanding commitments to fund fixed
maturities totaled $22,000,000. There were no outstanding commitments to fund
mortgage loans and fixed maturities at December 31, 2000.

GUARANTY FUND ASSESSMENTS: Assessments are levied on the Companies by life and
health guaranty associations in most states in which the Companies are licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In some
states, these assessments can be partially recovered through a reduction in
future premium taxes. The Companies cannot predict whether and to what extent
legislative initiatives may affect the right to offset. The associated cost for
a particular insurance company can vary significantly based upon its fixed
account premium volume by line of business and state premiums as well as its
potential for premium tax offset. The Companies have established an undiscounted
reserve to cover such assessments, review information regarding known failures,
and revise estimates of future guaranty fund assessments. Accordingly, the
Companies accrued and charged to expense an additional $4,000, $3,000, and
$3,000 for the years ended December 31, 2001, 2000, and 1999, respectively. At
December 31, 2001, the Companies have an undiscounted reserve of $2,430,000,
unchanged from December 31, 2000, to cover estimated future assessments (net of
related anticipated premium tax credits) and have established an asset totaling
$712,000, and $733,000, respectively, for assessments paid which may be
recoverable through future premium tax offsets. The Companies believe this
reserve is sufficient to cover expected future guaranty fund assessments based
upon previous premiums and known insolvencies at this time.

LITIGATION: The Companies, like other insurance companies, may be named or
otherwise involved in lawsuits, including class action lawsuits and
arbitrations. In some class action and other actions involving insurers,
substantial damages have been sought and/or material settlement or award
payments have been made. The Companies currently believe no pending or
threatened lawsuits or actions exist that are reasonably likely to have a
material adverse impact on the Companies.

VULNERABILITY FROM CONCENTRATIONS: The Companies have various concentrations in
the investment portfolio (see Note 3 for further information). The Companies'
asset growth, net investment income, and cash flow are primarily generated from
the sale of variable insurance products and associated future policy benefits
and separate account liabilities. Substantial changes in tax laws that would
make these products less attractive to consumers and extreme fluctuations in
interest rates or stock market returns, which may result in higher lapse
experience than assumed, could cause a severe impact to the Companies' financial
condition. Two broker/dealers, having at least ten percent of total net
premiums, generated 21% of the Companies' variable annuity sales during 2001
(11% by one broker dealer during 2000 and 28% by two broker/dealers during
1999). Two broker dealers, having at least ten percent of total gross premiums,
generated 22% of the Companies' sales during 2001 (21% and 30% by two
broker/dealers during 2000 and 1999, respectively). The Premium Plus product
generated 43% of the Companies' sales during 2001 (71% during 2000 and 79%
during 1999). The ES II product generated 14% of the Companies' sales during
2001 (12% during 2000 and 9% during 1999). The Guarantee product, introduced in
the fourth quarter of 2000, generated 22% of the Companies' sales during 2001
(4% during 2000).

LEASES: The Companies lease their home office space, certain other equipment,
and capitalized computer software under operating leases which expire through
2020. During the years ended December 31, 2001, 2000, and 1999, rent expense
totaled $4,298,000, $2,874,000, and $2,273,000, respectively. At December 31,
2001, minimum rental payments due under all non-cancelable operating leases with
initial terms of one year or more are: 2002 - $3,608,000; 2003 - $2,912,000;
2004 - $2,455,000; 2005 - $2,455,000; 2006 - $2,420,000, and 2007 and thereafter
- - $32,451,000.

REVOLVING NOTE PAYABLE: To enhance short-term liquidity, the Companies
established a revolving note payable with SunTrust Bank, Atlanta (the "Bank").
These revolving notes payable were amended and restated in April 2001 with an
expiration date of May 31, 2002. The note was approved by the Boards of
Directors of Golden American and First Golden on August 5, 1998 and September
29, 1998, respectively. The total amount the Companies may have outstanding is
$85,000,000, of which Golden American and First Golden have individual credit
sublimits of $75,000,000 and $10,000,000, respectively. The note accrues
interest at an annual rate equal to: (1) the cost of funds for the Bank for the
period applicable for the advance plus 0.225% or (2) a rate quoted by the Bank
to the Companies for the advance. The terms of the agreement require the
Companies to maintain the minimum level of Company Action Level Risk Based
Capital as established by applicable state law or regulation. During the years
ended December 31, 2001, 2000, and 1999, the Companies incurred interest expense
of $119,000, $87,000, and $198,000, respectively. At December 31, 2001, the
Companies had a $1,400,000 note payable to the Bank under this agreement. At
December 31, 2000, there were no amounts outstanding under this agreement.

12. CHANGE OF OWNERSHIP OF GOLDEN AMERICAN
- --------------------------------------------------------------------------------

13. MERGER OF FIRST GOLDEN WITH RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
- --------------------------------------------------------------------------------

A filing was made on October 31, 2001 in accordance with Item 5 of Form 8-K:
Other Events and Regulation FD Disclosure. The purpose of the filing was to
report that on September 25, 2001, the Board of Directors of First Golden
approved a plan of merger to merge First Golden into ReliaStar Life Insurance
Company of New York ("RLNY"), an affiliate. The merger is currently anticipated
to be effective on April 1, 2002, or shortly thereafter, subject to the approval
of the Insurance Departments of the States of New York and Delaware.

14. QUARTERLY DATA (UNAUDITED)
- --------------------------------------------------------------------------------

Quarter ended 2001 First Second Third Fourth
- -------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)

Total revenue......................... $72,139 $65,435 $70,108 $69,128
-------------------------------------------------------------
Income (loss) before income taxes..... 14,267 5,575 (14,329) (9,291)
Income taxes.......................... 5,334 2,373 (5,638) (1,893)
-------------------------------------------------------------
Net income (loss)..................... $8,933 $3,202 $(8,691) $(7,398)
=============================================================

Quarter ended 2000 First Second Third Fourth
- -------------------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
Total revenue......................... $55,056 $53,672 $57,194 $59,523
-------------------------------------------------------------
Income before income taxes............ 3,511 10,168 14,207 4,530
Income taxes.......................... 1,621 3,981 4,200 3,434
-------------------------------------------------------------
Net income............................ $1,890 $6,187 $10,007 $1,096
=============================================================

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.

PART III.

ITEMS 10 - 13.

Information called for by items 10 through 13 of this part is omitted pursuant
to General Instruction I (2) (c) of Form 10-K.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1) and (a)(2) Financial statements and schedules

The following consolidated financial statements of Golden American Life
Insurance Company are included in Item 8:

Page
----

Balance Sheets - December 31, 2001 and 2000............................................................................16
Statements of Operations - For the years ended December 31, 2001, 2000, and 1999.......................................18
Statements of Changes in Stockholder's Equity - For the years ended December 31, 2001, 2000, and 1999..................19
Statements of Cash Flows - For the years ended December 31, 2001, 2000, and 1999.......................................20
Notes to Financial Statements..........................................................................................22

The following consolidated financial statement schedules of Golden American Life
Insurance Company are included in Item 14(d):
Page
----

Schedule I - Summary of investments - other than investments in related parties........................................43
Schedule III - Supplementary insurance information.....................................................................44
Schedule IV - Reinsurance..............................................................................................45

All other schedules listed in Article 7 of Regulation S-X are not required under
the related instructions or are inapplicable and therefore have been omitted.

(a)(3), and (c) Exhibits

Exhibits filed are listed in the attached exhibit index.

(b) Reports on Form 8-K

A filing made in accordance with Item 5 of Form 8-K: Other Events and Regulation
FD Disclosure was made on October 31, 2001. The purpose of the filing was to
report that on September 25, 2001, the Board of Directors of First Golden
approved a plan of merger to merge First Golden into RLNY. The merger is
currently anticipated to be effective on April 1, 2002, or shortly thereafter,
subject to the approval of the Insurance Departments of the States of New York
and Delaware.

Incorporated into the Form 8-K filing by reference was a prospectus supplement
filed with the Securities and Exchange Commission on October 19, 2001, on Form
497 under the Securities Act of 1933 (File No. 333-16501), which describes the
proposed transaction and contains financial information on RLNY. The prospectus
supplement was included as an exhibit item to the Form 8-K filing.

ITEM 14(D). SCHEDULES.

SCHEDULE I
SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES
(DOLLARS IN THOUSANDS)

BALANCE
SHEET
DECEMBER 31, 2001 COST(1) VALUE AMOUNT
- --------------------------------------------------------------------------------------------------------------------------------

TYPE OF INVESTMENT
Fixed maturities, available for sale:
Bonds:
United States government and governmental agencies and authorities.... $132,081 $129,125 $129,125
Public utilities...................................................... 39,775 38,746 38,746
Foreign government.................................................... 143,574 146,687 146,687
Corporate securities.................................................. 1,111,798 1,116,788 1,116,788
Other asset-backed securities......................................... 388,250 393,836 393,836
Mortgage-backed securities............................................ 167,049 169,731 169,731
----------------------------------------------
Total fixed maturities, available for sale............................ 1,982,527 1,994,913 1,994,913

Equity securities:
Common stocks: industrial, miscellaneous, and all other............... 74 55 55

Mortgage loans on real estate............................................ 213,883 213,883
Policy loans............................................................. 14,847 14,847
Short-term investments................................................... 10,021 10,021
--------------- --------------
Total investments........................................................ $2,221,352 $2,233,719
=============== ==============

Note 1: Cost is defined as original cost for common stocks, amortized cost for
bonds and short-term investments, and unpaid principal for policy loans and
mortgage loans on real estate, adjusted for amortization of premiums and accrual
of discounts.

SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
(DOLLARS IN THOUSANDS)

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F COLUMN G COLUMN H COLUMN I COLUMN J COLUMN K
- ------------------------------------------------------------------------------------------------------------------------------------
FUTURE
POLICY AMORTIZA-
BENEFITS, OTHER BENEFITS TION OF
LOSSES, POLICY CLAIMS, DEFERRED
DEFERRED CLAIMS CLAIMS INSURANCE LOSSES POLICY
POLICY AND UNEARNED AND PREMIUMS NET AND ACQUI- OTHER
ACQUISITION LOSS REVENUE BENEFITS AND INVESTMENT SETTLEMENT SITION OPERATING PREMIUMS
SEGMENT COSTS EXPENSES RESERVE PAYABLE CHARGES INCOME EXPENSES COSTS EXPENSES* WRITTEN
- ------------------------------------------------------------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 2001:

Life insurance $709,042 $2,178,189 $6,241 $836 $163,805 $94,396 $209,082 $45,229 $232,659 --

YEAR ENDED DECEMBER 31, 2000:

Life insurance $635,147 $1,062,891 $6,817 $82 $144,877 $64,140 $200,031 $55,154 $143,764 --

YEAR ENDED DECEMBER 31, 1999:

Life insurance $528,957 $1,033,701 $6,300 $8 $82,935 $59,169 $182,221 $33,119 $(83,370) --

* This includes policy acquisition costs deferred for first year commissions
and interest bonuses, premium credit, and other expenses related to the
production of new business. The costs related to first year interest
bonuses and the premium credit are included in benefits claims, losses, and
settlement expenses.

SCHEDULE IV
REINSURANCE

Column A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- --------------------------------------------------------------------------------------------------------------------------------
PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
- --------------------------------------------------------------------------------------------------------------------------------
AT DECEMBER 31, 2001:

Life insurance in force................. $169,252,000 $94,783,000 -- $74,469,000 --
================================================================================

AT DECEMBER 31, 2000:
Life insurance in force................. $196,334,000 $105,334,000 -- $91,000,000 --
================================================================================

AT DECEMBER 31, 1999:
Life insurance in force................. $225,000,000 $119,575,000 -- $105,425,000 --
================================================================================

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
(Registrant)

DATE: MARCH 27, 2002 BY /s/ Chris D. Schreier
-----------------------
Chris D. Schreier
President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURES TITLE

----------------------------------- ----------------------------------------------|
|
/s/ Chris D. Schreier President |
----------------------------------- |
Chris D. Schreier |
(principal executive officer) |
|
/s/ Wayne R. Huneke Chief Financial Officer and Director |
----------------------------------- |
Wayne R. Huneke |
(principal financial officer) |
|
/s/ Paula Cludray-Engelke Secretary |
----------------------------------- |
Paula Cludray-Engelke |
|-- March 27, 2002
/s/ David Wheat Chief Accounting Officer |
----------------------------------- |
David Wheat |
(principal accounting officer) |
|
|
/s/ P. Randall Lowery |
----------------------------------- Director |
P. Randall Lowery |
|
|
/s/ Robert C. Salipante |
----------------------------------- Director |
Robert C. Salipante |
|
|
/s/ Mark A. Tullis |
----------------------------------- Director |
Mark A. Tullis |
--------|

INDEX

Exhibits to Annual Report on Form 10-K
Year ended December 31, 2001
GOLDEN AMERICAN LIFE INSURANCE COMPANY

Page Number
-----------

2 PLAN OF ACQUISITION
(a) Stock Purchase Agreement dated as of May 3, 1996, between Equitable of Iowa
Companies ("Equitable") and Whitewood Properties Corp. (incorporated by reference from
Exhibit 2 in Equitable's Form 8-K filed August 28, 1996)............................................. __

(b) Agreement and Plan of Merger dated as of July 7, 1997, among ING Groep N.V.,
PFHI Holdings, Inc., and Equitable (incorporated by reference from Exhibit 2 in Equitable's
Form 8-K filed July 11, 1997)........................................................................ __

3 ARTICLES OF INCORPORATION AND BY-LAWS
(a) Articles of Incorporation of Golden American Life Insurance Company ("Registrant"
or "Golden American") (incorporated by reference from Exhibit 3(a) to Registrant's
Registration Statement on Form S-1 filed with the Securities and Exchange Commission
(the "SEC") on June 30, 2000 (File No. 333-40596))................................................... __

(b)(i) By-laws of Golden American (incorporated by reference from Exhibit 3(b)(i) to Registrant's
Registration Statement on Form S-1 filed with the SEC on June 30, 2000
(File No. 333-40596))................................................................................ __

(ii) By-laws of Golden American, as amended (incorporated by reference from Exhibit 3(b)(ii)
to the Registrant's Registration Statement on Form S-1 filed with the SEC on
June 30, 2000 (File No. 333-40596)).................................................................. __

(iii)Certificate of Amendment of the By-laws of MB Variable Life Insurance Company, as
amended (incorporated by reference from Exhibit 3(b)(iii) to Registrant's Registration
Statement on Form S-1 filed with the SEC on June 30, 2000 (File No. 333-40596))...................... __

(iv) By-laws of Golden American, as amended (12/21/93) (incorporated by reference
from Exhibit 3(b)(iv) to Registrant's Registration Statement on Form S-1 filed with the
SEC on June 30, 2000 (File No. 333-40596))........................................................... __

4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
(a) Individual Deferred Combination Variable and Fixed Annuity Contract (incorporated
by reference from Exhibit 4(a) to Amendment No. 5 of Registrant's Registration
Statement on Form S-1 filed with the SEC on or about April 23, 1999
(File No. 333-51353))................................................................................ __

(b) Discretionary Group Deferred Combination Variable Annuity Contract (incorporated
by reference from Exhibit 4(b) to Amendment No. 5 of Registrant's Registration
Statement on Form S-1 filed with the SEC on or about April 23, 1999
(File No. 333-51353))................................................................................ __

INDEX

Exhibits to Annual Report on Form 10-K
Year ended December 31, 2001
GOLDEN AMERICAN LIFE INSURANCE COMPANY

Page Number
-----------

(c) Individual Deferred Variable Annuity Contract (incorporated by reference from
Exhibit 4(c) to Amendment No. 5 of Registrant's Registration Statement on
Form S-1 filed with the SEC on or about December 3, 1999 (File No. 333-51353))....................... __

(d) Individual Deferred Combination Variable and Fixed Annuity Application
(incorporated by reference from Exhibit 4(g) to Amendment No. 6 of Registrant's
Registration Statement on Form S-1 filed with the SEC on or about December 3, 1999
(File No. 333-51353))................................................................................ __

(e) Group Deferred Combination Variable and Fixed Annuity Enrollment Form
(incorporated by reference from Exhibit 4(h) to Amendment No. 6 of Registrant's
Registration Statement on Form S-1 filed with the SEC on or about December 3, 1999
(File No. 333-51353))................................................................................ __

(f) Individual Deferred Variable Annuity Application (incorporated by reference
from Exhibit 4(i) to Amendment No. 6 of Registrant's Registration Statement
on Form S-1 filed with the SEC on or about December 3, 1999 (File No. 333-51353)).................... __

(g) Individual Retirement Annuity Rider Page (incorporated by reference from Exhibit 4(d) to
Registrant's Registration Statement on Form S-1 filed with the SEC on June 30, 2000
(File No. 333-40596))................................................................................ __

(h) ROTH Individual Retirement Annuity Rider (incorporated by reference from Exhibit 4(g) to
Registrant's Registration Statement on Form S-1 filed with the SEC on June 30, 2000
(File No. 333-40596))................................................................................ __

(i) Minimum Guaranteed Accumulation Benefit Rider (REV) (incorporated by reference from
Exhibit 4(k) to Amendment No. 3 to a Registration Statement on Form S-1 filed with the
SEC on April 23, 2001 (File No. 333-35592)).......................................................... __

(j) Minimum Guaranteed Income Benefit Rider (REV) (incorporated by reference from Exhibit
4(l) to Amendment No. 3 to a Registration Statement on Form S-1 filed with the SEC on
April 23, 2001 (File No. 333-35592))................................................................. __

(k) Minimum Guaranteed Withdrawal Benefit Rider (REV) (incorporated by reference from
Exhibit 4(m) to Amendment No. 3 to a Registration Statement on Form S-1 filed with the
SEC on April 23, 2001 (File No. 333-35592)).......................................................... __

(l) Living Benefit Rider Endorsement (incorporated by reference from Exhibit 4(n) to
Amendment No. 3 to a Registration Statement on Form S-1 filed with the SEC on
April 23, 2001 (File No. 333-35592))................................................................. __

INDEX

Exhibits to Annual Report on Form 10-K
Year ended December 31, 2001
GOLDEN AMERICAN LIFE INSURANCE COMPANY

Page Number
-----------

(m) Death Benefit Endorsement Number 1 describing the 7% Solution Enhanced Death
Benefit (REV) (incorporated by reference from Exhibit 4(o) to Amendment No. 3 to a
Registration Statement on Form S-1 filed with the SEC on April 23, 2001
(File No. 333-35592))................................................................................ __

(n) Death Benefit Endorsement Number 2 describing the Annual Ratchet Enhanced
Death Benefit (REV) (incorporated by reference from Exhibit 4(p) to Amendment No. 3
to a Registration Statement on Form S-1 filed with the SEC on April 23, 2001
(File No. 333-35592))................................................................................ __

(o) Death Benefit Endorsement Number 3 describing the Standard Death Benefit (REV)
(incorporated by reference from Exhibit 4(q) to Amendment No. 3 to a Registration
Statement on Form S-1 filed with the SEC on April 23, 2001 (File No. 333-35592))..................... __

(p) Death Benefit Endorsement Number 4 describing the Max 7 Enhanced Death Benefit (REV)
(incorporated by reference from Exhibit 4(r) to Amendment No. 3 to a Registration
Statement on Form S-1 filed with the SEC on April 23, 2001 (File No. 333-35592))..................... __

(q) Death Benefit Endorsement Number 5 (Base Death Benefit) (incorporated by reference
from Exhibit 4(s) to Amendment No. 3 to a Registration Statement on Form S-1 filed with
the SEC on April 23, 2001 (File No. 333-35592)) ..................................................... __

(r) Death Benefit Endorsement Number 6 (Inforce Contracts) (incorporated by reference from
Exhibit 4(t) to Amendment No. 3 to a Registration Statement on Form S-1 filed with the
SEC on April 23, 2001 (File No. 333-35592)) ......................................................... __

(s) Individual Deferred Variable and Fixed Annuity Contract (incorporated by
reference from Exhibit 4(a) to Amendment No. 6 to Registrant's Registration
Statement filed with the SEC on or about December 3, 1999 (File No. 333-28765))...................... __

(t) Group Deferred Variable and Fixed Annuity Contract Individual Deferred Variable
and Fixed Annuity Contract (incorporated by reference from Exhibit 4(b) to Amendment
No. 6 to Registrant's Registration Statement filed with the SEC on or about December 3,
1999 (File No. 333-28765))........................................................................... __

(u) Individual Deferred Variable Annuity Contract (incorporated by reference from
Exhibit 4(c) to Amendment No. 6 to Registrant's Registration Statement filed with
the SEC on or about December 3, 1999 (File No. 333-28765))........................................... __

(v) Individual Deferred Variable and Fixed Annuity Contract (incorporated by reference
from Exhibit 4(a) to a Registration Statement for Golden American filed with the SEC
on or about April 23, 1999 (File No. 333-76941))..................................................... __

(w) Group Deferred Variable and Fixed Annuity Contract Individual Deferred Variable
and Fixed Annuity Contract (incorporated by reference from Exhibit 4(b) to a Registration
Statement for Golden American filed with the SEC on or about April 23, 1999
(File No. 333-76941))................................................................................ __

INDEX

Exhibits to Annual Report on Form 10-K
Year ended December 31, 2001
GOLDEN AMERICAN LIFE INSURANCE COMPANY

Page Number
-----------

(x) Individual Deferred Variable Annuity Contract (incorporated by reference from
Exhibit 4(c) to a Registration Statement for Golden American filed with the SEC
on or about April 23, 1999 (File No. 333-76941))..................................................... __

(y) Individual Deferred Variable and Fixed Annuity Contract (incorporated by reference
from Exhibit 4(a) to a Registration Statement for Golden American filed with the SEC
on or about April 23, 1999 (File No. 333-76945))..................................................... __

(z) Group Deferred Variable and Fixed Annuity Contract Individual Deferred Variable
and Fixed Annuity Contract (incorporated by reference from Exhibit 4(b) to a
Registration Statement for Golden American filed with the SEC on or about April 23,
1999 (File No. 333-76945))........................................................................... __

(aa) Individual Deferred Variable Annuity Contract (incorporated by reference from
Exhibit 4(c) to a Registration Statement for Golden American filed with the SEC
on or about April 23, 1999 (File No. 333-76945))..................................................... __

(ab) Schedule Page to the Premium Plus Contract featuring the Galaxy VIP Fund
(incorporated by reference from Exhibit 4(i) to a Registration Statement for Golden
American on Form S-1 filed with the SEC on or about September 24, 1999
(File No. 333-76945))................................................................................ __

(ac) Individual Deferred Variable and Fixed Annuity Contract (incorporated by reference
from Exhibit 4(a) to Amendment No. 3 to Registrant's Registration Statement filed
with the SEC on or about April 23, 1999 (File No. 333-66745))........................................ __

(ad) Group Deferred Variable and Fixed Annuity Contract Individual Deferred Variable
and Fixed Annuity Contract (incorporated by reference from Exhibit 4(b) to
Amendment No. 3 to Registrant's Registration Statement filed with the SEC on or
about April 23, 1999 (File No. 333-66745))........................................................... __

(ae) Individual Deferred Variable Annuity Contract (incorporated by reference from
Exhibit 4(c) to Amendment No. 3 to Registrant's Registration Statement filed with
the SEC on or about April 23, 1999 (File No. 333-66745))............................................. __

(af) Single Premium Deferred Modified Guaranteed Annuity Contract (incorporated by reference
to Exhibit 4(a) to Amendment No. 1 to a Registration Statement on Form S-1 filed with the
SEC on September 13, 2000 (File No. 333-40596))...................................................... __

(ag) Single Premium Deferred Modified Guaranteed Annuity Master Contract (incorporated by
reference to Exhibit 4(b) to Amendment No. 1 to a Registration Statement on Form S-1 filed
with the SEC on September 13, 2000 (File No. 333-40596))............................................. __

(ah) Single Premium Deferred Modified Guaranteed Annuity Certificate (incorporated by
reference to Exhibit 4(c) to Amendment No. 1 to a Registration Statement on Form S-1 filed
with the SEC on September 13, 2000 (File No. 333-40596))............................................. __

INDEX

Exhibits to Annual Report on Form 10-K
Year ended December 31, 2001
GOLDEN AMERICAN LIFE INSURANCE COMPANY

Page Number
-----------

(ai) Single Premium Deferred Modified Guaranteed Annuity Application (incorporated by
reference to Exhibit 4(e) to Amendment No. 1 to a Registration Statement on Form S-1 filed
with the SEC on September 13, 2000 (File No. 333-40596))............................................. __

(aj) Single Premium Deferred Modified Guaranteed Annuity Enrollment Form (incorporated by
reference to Exhibit 4(f) to Amendment No. 1 to a Registration Statement on Form S-1 filed
with the SEC on September 13, 2000 (File No. 333-40596))............................................. __

(ak) Earnings Enhancement Death Benefit Rider (incorporated by reference from Exhibit 4(u)
to Amendment No. 3 to a Registration Statement on Form S-1 filed with the SEC on
April 23, 2001 (Filed No. 333-35592))................................................................ __

(al) Deferred Combination Variable and Fixed Annuity Group Master Contract (incorporated by
reference from Exhibit 4(a) to a Registration Statement on Form S-1 filed by Registrant with
the SEC on or about April 24, 2001 (File No. 333-59408))............................................. __

(am) Flexible Premium Individual Deferred Combination Variable and Fixed Annuity Contract
(incorporated by reference from Exhibit 4(b) to a Registration Statement on Form S-1 filed
by Registrant with the SEC on or about April 24, 2001 (File No. 333-59408)).......................... __

(an) Flexible Premium Individual Deferred Combination Variable and Fixed Annuity Certificate
(incorporated by reference from Exhibit 4(c) to a Registration Statement on Form S-1 filed
by Registrant with the SEC on or about April 24, 2001 (File No. 333-59408)).......................... __

(ao) Flexible Premium Individual Deferred Variable Annuity Contract (incorporated by
reference from Exhibit 4(d) to a Registration Statement on Form S-1 filed by Registrant
with the SEC on or about April 24, 2001 (File No. 333-59408))........................................ __

(ap) Individual Deferred Combination Variable and Fixed Annuity Application (incorporated by
reference from Exhibit 4(e) to a Registration Statement on Form S-1 filed by Registrant
with the SEC on or about April 24, 2001 (File No. 333-59408))........................................ __

(aq) Group Deferred Combination Variable and Fixed Annuity Enrollment Form (incorporated
by reference from Exhibit 4(f) to a Registration Statement on Form S-1 filed by Registrant
with the SEC on or about April 24, 2001 (File No. 333-59408))........................................ __

(ar) Individual Deferred Variable Annuity Application (incorporated by reference from
Exhibit 4(g) to a Registration Statement on Form S-1 filed by Registrant with the SEC on or
about April 24, 2001 (File No. 333-59408))........................................................... __

INDEX

Exhibits to Annual Report on Form 10-K
Year ended December 31, 2001
GOLDEN AMERICAN LIFE INSURANCE COMPANY

Page Number
-----------

(as) Form of Variable Annuity Group Master Contract (incorporated by reference from
Exhibit 4(a) to Pre-Effective Amendment No. 1 to a Registration Statement on Form
S-2 filed by Registrant with the SEC on or about June 29, 2001 (File No. 333-57212))................. __

(at) Form of Variable Annuity Contract (incorporated by reference from Exhibit 4(b) to
Pre-Effective Amendment No. 1 to a Registration Statement on Form S-2 filed by
Registrant with the SEC on or about June 29, 2001 (File No. 333-57212)).............................. __

(au) Form of Variable Annuity Certificate (incorporated by reference from Exhibit 4(c) to
Pre-Effective Amendment No. 1 to a Registration Statement on Form S-2 filed by
Registrant with the SEC on or about June 29, 2001 (File No. 333-57212)).............................. __

(av) Form of GET Fund Rider (incorporated by reference from Exhibit 4(d) to Pre-Effective
Amendment No. 1 to a Registration Statement on Form S-2 filed by Registrant with the
SEC on or about June 29, 2001 (File No. 333-57212)).................................................. __

(aw) Form of Premium Bonus Endorsement Rider (incorporated by reference from Exhibit
4(e) to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-2 filed by
Registrant with the SEC on or about June 29, 2001 (File No. 333-57212)).............................. __

(ax) Form of Individual Retirement Annuity Rider (incorporated by reference from Exhibit
4(d) to Initial Filing to a Registration Statement on Form S-1 filed by Registrant with
the SEC on or about August 16, 2001 (File No. 333-67660))............................................ __

(ay) Form of Variable Annuity Group Master Contract (incorporated by reference from
Exhibit 4(a) to Pre-Effective Amendment No. 1 to a Registration Statement on Form
S-1 filed by Registrant with the SEC on or about October 26, 2001 (File No. 333-63694)).............. __

(az) Form of Variable Annuity Contract (incorporated by reference from Exhibit 4(b) to
Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by
Registrant with the SEC on or about October 26, 2001 (File No. 333-63694))........................... __

(ba) Form of Variable Annuity Certificate (incorporated by reference from Exhibit 4(c) to Pre-Effective
Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant
with the SEC on or about October 26, 2001 (File No. 333-63694))...................................... __

(bb) Form of Premium Bonus Endorsement (incorporated by reference from Exhibit 4(d) to Pre-Effective
Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC
on or about October 26, 2001 (File No. 333-63694))................................................... __

(bc) Earnings Enhancement Death Benefit Rider (incorporated by reference from Exhibit
4(e) to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by
Registrant with the SEC on or about October 26, 2001 (File No. 333-63694))........................... __

INDEX

Exhibits to Annual Report on Form 10-K
Year ended December 31, 2001
GOLDEN AMERICAN LIFE INSURANCE COMPANY

Page Number
-----------

(bd) Form of Variable Annuity Group Master Contract (incorporated by reference from
Exhibit 4(a) to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1
filed by Registrant with the SEC on or about December 11, 2001 (File No. 333-70602))................. __

(be) Form of Variable Annuity Contract (incorporated by reference from Exhibit 4(b) to
Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by
Registrant with the SEC on or about December 11, 2001 (File No. 333-70602)).......................... __

(bf) Form of Variable Annuity Certificate (incorporated by reference from Exhibit 4(c) to
Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant
with the SEC on or about December 11, 2001 (File No. 333-70602))..................................... __

(bg) Form of GET Fund Rider (incorporated by reference from Exhibit 4(d) to Pre-Effective
Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant
with the SEC on or about December 11, 2001 (File No. 333-70602))..................................... __

(bh) Form of Section 72 Rider (incorporated by reference from Exhibit 4(e) to Pre-Effective
Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant with the
SEC on or about December 11, 2001 (File No. 333-70602)).............................................. __

(bi) Form of Waiver of Surrender Charge Rider (incorporated by reference from Exhibit 4(f)
to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by
Registrant with the SEC on or about December 11, 2001 (File No. 333-70602)).......................... __

10 MATERIAL CONTRACTS
(a) Administrative Services Agreement, dated as of January 1, 1997, between Golden
American and Equitable Life Insurance Company of Iowa (incorporated by reference
from Exhibit 10(a) to a Registration Statement for Golden American on Form S-1 filed
with the SEC on April 29, 1998 (File No. 333-51353))................................................. __

INDEX

Exhibits to Annual Report on Form 10-K
Year ended December 31, 2001
GOLDEN AMERICAN LIFE INSURANCE COMPANY

Page Number
-----------

(b) Service Agreement, dated as of January 1, 1994, between Golden American and Directed
Services, Inc. (incorporated by reference from Exhibit 10(b) to a Registration Statement
for Golden American on Form S-1 filed with the SEC on April 29, 1998
(File No. 333-51353))................................................................................ __

(c) Service Agreement, dated as of January 1, 1997, between Golden American and
Equitable Investment Services, Inc. (incorporated by reference from Exhibit 10(c)
to a Registration Statement for Golden American on Form S-1 filed with the SEC on
April 29, 1998 (File No. 333-51353))................................................................. __

(d) Participation Agreement between Golden American and Warburg Pincus Trust
(incorporated by reference from Exhibit 8(a) to Amendment No. 54 to Separate
Account B of Golden American's Registration Statement on Form N-4 filed with
SEC on or about April 30, 1998 (File No. 333-28679 and 811-5626)).................................... __

(e) Participation Agreement between Golden American and PIMCO Variable Trust
(incorporated by reference from Exhibit 8(b) to Amendment No. 54 to Separate
Account B of Golden American's Registration Statement on Form N-4 filed with
the SEC on or about April 30, 1998 (File No. 333-28679 and 811-5626))................................ __

(f) Participation Agreement between Golden American and The Galaxy VIP Fund (incorporated
by reference from Exhibit 10(i) to a Registration Statement for Golden American on Form S-1
filed with the SEC on or about September 24, 1999 (File No. 333-76945)).............................. __

(g) Asset Management Agreement, dated January 20, 1998, between Golden American
and ING Investment Management LLC (incorporated by reference from Exhibit 10(f)
to Golden American's Form 10-Q filed with the SEC on August 14, 1998
(File No. 33-87272))................................................................................. __

(h) Reciprocal Loan Agreement, dated January 1, 1998, as amended March 20, 1998, between Golden
American and ING America Insurance Holdings, Inc. (incorporated by reference from
Exhibit 10(g) to Golden American's Form 10-Q filed with the SEC on August 14, 1998
(File No. 33-87272))................................................................................. __

INDEX

Exhibits to Annual Report on Form 10-K
Year ended December 31, 2001
GOLDEN AMERICAN LIFE INSURANCE COMPANY

Page Number
-----------

(i) Underwriting Agreement between Golden American and Directed Services, Inc.
(incorporated by reference from Exhibit 1 to Amendment No. 9 to Registrant's
Registration Statement on Form S-1 filed with the SEC on or about February 17, 1998
(File No. 33-87272))................................................................................. __

(j) Revolving Note Payable, dated July 27, 1998, between Golden American and SunTrust
Bank, Atlanta (incorporated by reference from Exhibit 10(i) to Golden American's
Form 10-Q filed with the SEC on November 13, 1998 (File No. 33-87272))............................... __

(k) Revolving Note Payable, dated July 31, 1999, between Golden American and SunTrust
Bank, Atlanta (incorporated by reference from Exhibit 10(j) to Golden American's
Form 10-Q filed with the SEC on August 13, 1999 (File No. 33-87272))................................. __

(l) Surplus Note, dated December 17, 1996, between Golden American and Equitable of Iowa
Companies (incorporated by reference from Exhibit 10(l) to Golden American's Form 10-K
filed with the SEC on March 29, 2000 (File No. 33-87272)) ........................................... __

(m) Surplus Note, dated December 30, 1998, between Golden American and Equitable Life
Insurance Company of Iowa (incorporated by reference from Exhibit 10(m) to Golden American's
Form 10-K filed with the SEC on March 29, 2000 (File No. 33-87272)).................................. __

(n) Surplus Note, dated September 30, 1999, between Golden American and ING America
Insurance Holdings, Inc. (incorporated by reference from Exhibit 10(n) to Golden
American's Form 10-K filed with the SEC on March 29, 2000 (File No. 33-87272)........................ __

(o) Surplus Note, dated December 8, 1999, between Golden American and First
Columbine Life Insurance Company (incorporated by reference from Exhibit 10(g)
to Amendment No. 7 to a Registration Statement for Golden American on Form S-1
filed with the SEC on or about January 27, 2000 (File No. 333-28765))................................ __

(p) Surplus Note, dated December 30, 1999, between Golden American and Equitable
Life Insurance Company of Iowa (incorporated by reference from Exhibit 10(h) to
Amendment No. 7 to a Registration Statement for Golden American on Form S-1
filed with the SEC on or about January 27, 2000 (File No. 333-28765))................................ __

(q) Reinsurance Agreement, effective January 1, 2000, between Golden American Life
Insurance Company and Security Life of Denver International, Ltd. (incorporated by reference
from Exhibit 10(q) to Golden American's Form 10-K filed with the SEC on March 29, 2001
(File No. 33-87272))................................................................................. __

INDEX

Exhibits to Annual Report on Form 10-K
Year ended December 31, 2001
GOLDEN AMERICAN LIFE INSURANCE COMPANY

Page Number
-----------

(r) Participation Agreement between Golden American and Prudential Series Fund, Inc.
(incorporated by reference from Exhibit 10(l) to Registration Statement for Golden American
on Form S-1 filed with the SEC on or about April 26, 2000 (File No. 333-35592)) ..................... __

(s) Participation Agreement between Golden American and ING Variable Insurance Trust
(incorporated by reference from Exhibit 10(m) to Registration Statement for Golden American
on Form S-1 filed with the SEC on or about April 26, 2000 (File No. 333-35592)) ..................... __

(t) Reinsurance Agreement, dated June 30, 2000, between Golden American Life Insurance Company
and Equitable Life Insurance Company of Iowa (incorporated by reference from Exhibit 10(s) to
Golden American's Form 10-Q filed with the SEC on August 11, 2000
(File No. 33-87272)) ................................................................................ __

(u) Renewal of Revolving Note Payable, dated July 31, 2000, between Golden American and SunTrust
Bank, Atlanta (incorporated by reference from Exhibit 10(t) to Golden American's Form 10-Q
filed with the SEC on August 11, 2000 (File No. 33-87272))........................................... __

(v) Amendment to the Participation Agreement between Golden American and Prudential
Series Fund, Inc. (incorporated by reference to Exhibit 10(m) to Amendment No. 10
to a Registration Statement on Form S-1 filed with the SEC on December 15, 2000
(File No. 333-28765)) ............................................................................... __

(w) Letter of Credit between Security Life of Denver International, Ltd. and The Bank
of New York for the benefit of Golden American (incorporated by reference to
Exhibit 10(r) to Amendment No. 3 to a Registration Statement on Form S-1 filed with
the SEC on April 23, 2001 (File No. 333-35592)) ..................................................... __

(x) Form of Participation Agreement between Golden American and Pilgrim Variable Products
Trust (incorporated by reference to Exhibit 10(s) to Amendment No. 3 to a Registration
Statement on Form S-1 filed with the SEC on April 23, 2001 (File No. 333-35592)) .................... __

(y) Form of Participation Agreement between Golden American and ProFunds (incorporated by
reference to Exhibit 10(s) to Amendment No. 3 to a Registration Statement on Form S-1
filed with the SEC on April 23, 2001 (File No. 333-35592)) .......................................... __

(z) Renewal of Revolving Note Payable, dated April 30, 2001, between Golden American and
SunTrust Bank, Atlanta (incorporated by reference to Exhibit 10(z) to Golden American's
Form 10-Q filed with SEC on August 14, 2001 (File No. 33-87272))..................................... __

(aa) Amendment to the Reinsurance Agreement between Golden American and Security Life of
Denver International, Ltd., amended September 28, 2001 (Incorporated by reference from
Exhibit 10(n) Pre-Effective Amendment No. 1 to a Registration Statement for Golden
American on Form S-1 filed with the SEC on October 26, 2001 (Filed No. 333-63694))................... __

INDEX

Exhibits to Annual Report on Form 10-K
Year ended December 31, 2001
GOLDEN AMERICAN LIFE INSURANCE COMPANY

Page Number
-----------

(ab) Participation Agreement between Golden American Life Insurance Company, Aetna
Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
Aetna GET Fund, Aetna Variable Portfolios, Inc. and Aeltus Investment Management, Inc.
(incorporated by reference from Exhibit 10(p) to Pre-Effective Amendment No. 1 to a
Registration Statement on Form S-1 filed by Registrant with the SEC on or about
October 26, 2001 (File No. 333-63694))............................................................... __

(ac) Form of Participation Agreement between Golden American Life Insurance Company,
Directed Services, Inc., Alliance Capital Management L.P., Alliance Variable Products
Series Fund, Inc. and Alliance Fund Distributors, Inc. (incorporated by reference from
Exhibit 10(r) to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1
filed by Registrant with the SEC on or about October 26, 2001 (File No. 333-63694)).................. __

(ad) Participation Agreement between Golden American Life Insurance Company, Brinson Series
Trust and Brinson Advisors, Inc. (incorporated by reference from Exhibit 10(s) to
Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant
with the SEC on or about October 26, 2001 (File No. 333-63694))...................................... __

(ae) Participation Agreement between Golden American Life Insurance Company, Fidelity
Distributors Corporation and each of Variable Insurance Products Fund, Variable Insurance
Products Fund II and Variable Insurance Products Fund III. (incorporated by reference from
Exhibit 10(t) to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1
filed by Registrant with the SEC on or about October 26, 2001 (File No. 333-63694)).................. __

(af) Form of Participation Agreement between Golden American Life Insurance Company, INVESCO
Variable Investment Funds, Inc., INVESCO Funds Group, Inc. and INVESCO Distributors, Inc.
(incorporated by reference from Exhibit 10(u) to Pre-Effective Amendment No. 1 to a
Registration Statement on Form S-1 filed by Registrant with the SEC on or about
October 26, 2001 (File No. 333-63694))............................................................... __

(ag) Form of Participation Agreement between Golden American Life Insurance Company and
Janus Aspen Series (incorporated by reference from Exhibit 10(v) to Pre-Effective Amendment
No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC on or about
October 26, 2001 (File No. 333-63694))............................................................... __

(ah) Participation Agreement between Golden American Life Insurance Company and ING
Pilgrim Investors, LLC (incorporated by reference from Exhibit 10(w) to Pre-Effective
Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC
on or about October 26, 2001 (File No. 333-63694))................................................... __

(ai) Participation Agreement between Golden American Life Insurance Company and ING
Pilgrim Securities, Inc. (incorporated by reference from Exhibit 10(x) to Pre-Effective
Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC
on or about October 26, 2001 (File No. 333-63694))................................................... __

INDEX

Exhibits to Annual Report on Form 10-K
Year ended December 31, 2001
GOLDEN AMERICAN LIFE INSURANCE COMPANY

Page Number
-----------

(aj) Form of Participation Agreement between Golden American Life Insurance Company,
Pioneer Variable Contracts Trust, Pioneer Investment Management, Inc. and Pioneer
Funds Distributor, Inc. (incorporated by reference from Exhibit 10(y) to Pre-Effective
Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant with the SEC
on or about October 26, 2001 (File No. 333-63694))................................................... __

(ak) Form of Participation Agreement between Golden American Life Insurance Company,
Aetna Life Insurance and Annuity Company and Portfolio Partners, Inc. (incorporated by
reference from Exhibit 10(z) to Pre-Effective Amendment No. 1 to a Registration Statement
on Form S-1 filed by Registrant with the SEC on or about October 26, 2001
(File No. 333-63694))................................................................................ __

(al) Participation Agreement among Golden American Life Insurance Company, Putnam
Variable Trust and Putnam Retail Management, L.P. (incorporated by reference from
Exhibit 10(cc) to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1
filed by Registrant with the SEC on or about October 26, 2001 (File No. 333-63694)).................. __

(am) Participation Agreement between Golden American Life Insurance Company, AIM Variable
Insurance Funds, Inc., and Directed Services, Inc. (incorporated by reference from Exhibit
10(q) to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by
Registrant with the SEC on or about December 11, 2001 (File No. 333-70602)).......................... __

(an) Form of Services Agreement between Golden American Life Insurance Company and the affiliated
companies listed on Exhibit B to that Agreement (incorporated by reference from Exhibit 10(p)
to Pre-Effective Amendment No. 1 to a Registration Statement on Form S-1 filed by Registrant
with the SEC on or about December 11, 2001 (File No. 333-70602))..................................... __

(ao) Form of Services Agreement between Golden American Life Insurance Company and
ING North American Insurance Corporation, Inc. (incorporated by reference from
Exhibit 10(q) to Pre-Effective Amendment No. 1 to a Registration Statement on Form
S-1 filed by Registrant with the SEC on or about December 11, 2001 (File No. 333-70602))............. __

(ap) Form of Shared Services Center Services Agreement by and among ING North America Insurance
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 (incorporated by
reference from Exhibit 10(r) to Pre-Effective Amendment No. 1 to a Registration Statement
on Form S-1 filed by Registrant with the SEC on or about December 11, 2001
(File No. 333-70602))................................................................................ __

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not Applicable

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Golden American Life Insurance Company (Golden American) shall indemnify
(including therein the prepayment of expenses) any person who is or was a
director, officer or employee, or who is or was serving at the request of Golden
American as a director, officer or employee of another corporation, partnership,
joint venture, trust or other enterprise for expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him with respect to any threatened, pending or completed action,
suit or proceedings against him by reason of the fact that he is or was such a
director, officer or employee to the extent and in the manner permitted by law.

Golden American may also, to the extent permitted by law, indemnify any other
person who is or was serving Golden American in any capacity. The Board of
Directors shall have the power and authority to determine who may be indemnified
under this paragraph and to what extent (not to exceed the extent provided in
the above paragraph) any such person may be indemnified.

Golden American or its parents may purchase and maintain insurance on behalf of
any such person or persons to be indemnified under the provision in the above
paragraphs, against any such liability to the extent permitted by law. ING Groep
N.V. has procured insurance from Lloyd's of London and several major United
States and international excess insurers for its directors and officers and the
directors and officers of its subsidiaries, including the Depositor.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant, as provided above or otherwise, the Registrant has
been advised that in the opinion of the SEC such indemnification by the
Depositor is against public policy, as expressed in the Securities Act of 1933,
and therefore may be unenforceable. In the event that a claim of such
indemnification (except insofar as it provides for the payment by the Depositor
of expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted against the
Depositor by such director, officer or controlling person and the SEC is still
of the same opinion, the Depositor or Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by the Depositor is against public policy as expressed by the Securities Act of
1933 and will be governed by the final adjudication of such issue.

ITEM 16. EXHIBITS

Exhibits

(4) Instruments Defining the Rights of Security Holders:
(a) Form of Variable Annuity Group Master Contract (1)
(b) Form of Variable Annuity Contract (1)
(c) Form of Variable Annuity Certificate (1)
(5) Opinion and Consent of Counsel
(10) Material contracts are listed under Item 14(a)10 in the
Company's Form 10-K for the fiscal year ended December 31, 2001
(File Nos. 33-87272, 333-51353, 333-28765, 333-28681, 333-28743,
333-51949, 333-65009, 333-66745, 333-76941, 333-76945,
333-35592, 333-95511, 333-30186, 333-40596, 333-33924,
333-95457, 333-59386, 333-59398, 333-59408, 333-52320
333-57212, 333-63694, 333-67660, 333-68138, 333-70602
333-63694, 333-57212, 333-76150), as filed with the Commission
on March 28, 2002. Each of the Exhibits so listed is
incorporated by reference as indicated in the Form 10-K.
(23) (a) Consent of Ernst & Young LLP, Independent Auditors
(c) Consent of Legal Counsel (included in Exhibit (5) above)
(24) Powers of Attorney incorporated herein by reference to
Post-Effective Amendment No. 32 to a Registration Statement on
Form N-4 for Registrant's Separate Account B
(File Nos. 033-23351, 811-5626).

1) Incorporated herein by reference to Pre-Effective Amendment No. 1 to a
Registration Statement on Form S-2 for Registrant's Separate Account B
Filed June 29, 2001 (File No. 333-57212).

Exhibits other than those listed above are omitted because they are not required
or are not applicable.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes as follows, pursuant to Item 512 of
Regulation S-K:

(a) Rule 415 offerings:

(1) To file, during any period in which offers or sales of the
registered securities are being made, a post-effective amendment
to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material changes to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration

statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

SIGNATURES

As required by the Securities Act of 1933 the Registrant has caused this
Registration Statement to be signed on its behalf in the City of West Chester,
and Commonwealth of Pennsylvania, on the 29th day of April, 2002.

By: GOLDEN AMERICAN LIFE
INSURANCE COMPANY

By:
--------------------
Chris D. Schreier*
President

Attest: /s/ Linda E. Senker
------------------------
Linda E. Senker
Vice President and Associate
General Counsel of Depositor

As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities indicated on April 29, 2002.

Signature Title
- --------- -----

President
- --------------------
Chris D. Schreier*

Director, Senior Vice President
- -------------------- and Chief Financial Officer
Wayne R. Huneke*

DIRECTORS

- ----------------------
Thomas J. McInerney*

- ----------------------
Wayne R. Huneke*

- ----------------------
Mark A. Tullis*

- ----------------------
P. Randall Lowery*

Attest: /s/ Linda E. Senker
------------------------
Linda E. Senker
Vice President and Associate
General Counsel of Depositor

*Executed by Linda E. Senker on behalf of those indicated pursuant
to Power of Attorney.

EXHIBIT INDEX

EXHIBIT NO. EXHIBIT
- ----------- -------

(5) Opinion and Consent of Counsel

(23)(a) Consent of Ernst & Young LLP, Independent Auditors