GOLDEN AMERICAN LIFE INSURANCE CO /NY/ - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002
-----------------------------------------

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to
------------------ ------------------

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
333-76150, 333-84394, 333-87152, 333-90528, 333-96597
333-96599

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

Delaware 41-0991508
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(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)

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

Registrant's telephone number, including area code (610) 425-3400
-----------------------------

- --------------------------------------------------------------------------------
Former name, former address and formal fiscal year,
if changed since last report

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 [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of November 14, 2002,
250,000 shares of Common Stock, $10 Par Value, are authorized, issued, and
outstanding, all of which were directly owned by Equitable Life Insurance
Company of Iowa. As of November 14, 2002, 50,000 shares of Preferred Stock,
$5,000 Par Value, are authorized. None Outstanding.

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

1

ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

Golden American Life Insurance Company ("Golden American") and through
April 1, 2002, its wholly-owned subsidiary, First Golden American Life
Insurance Company of New York ("First Golden") (collectively the "Company")
are providers of financial products and services in the United States.
Golden American is a wholly-owned subsidiary of Equitable Life Insurance
Company of Iowa ("Equitable Life") which is a wholly-owned subsidiary of
Equitable of Iowa Companies Inc. ("Equitable"). Equitable's ultimate parent
is ING Groep, N.V. ("ING"), a global financial services company based in
The Netherlands.

As of April 1, 2002, Golden American sold First Golden to its sister
company, ReliaStar Life Insurance Company ("ReliaStar Life"). ReliaStar
Life, the parent of Security-Connecticut Life Insurance Company
("Security-Connecticut") which in turn is the parent of ReliaStar Life
Insurance Company of New York ("RLNY"), merged the First Golden business
into RLNY operations and dissolved First Golden at book value for $27.7
million in cash and a receivable totaling $0.2 million from RLNY. The
receivable from RLNY was assumed by Equitable Life, and ultimately by ING
Groep N.V. ("ING"). The consideration was based on First Golden's
statutory-basis book value. RLNY's payable to the Company was assumed by
ING and subsequently forgiven. Golden American realized a loss of $3.0
million related to the sale of First Golden, which was recorded as a
capital transaction. Approval for the merger was obtained from the
Insurance Departments of the States of New York and Delaware.

These condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America and are unaudited. These condensed consolidated interim
financial statements necessarily rely on estimates, including assumptions
as to annualized tax rates. In the opinion of management, all adjustments
necessary for a fair statement of results for the interim periods have been
made. All such adjustments are of a normal, recurring nature. Certain
reclassifications have been made to 2001 financial information to conform
to the 2002 presentation.

The accompanying condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and related notes
as presented in the Company's 2001 Annual Report on Form 10-K. Certain
financial information that is normally included in annual financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America, but that is not required for
interim reporting purposes, has been condensed or omitted.

Operating results for nine months ended September 30, 2002, are not
necessarily indicative of the results that may be expected for the year
ending December 31, 2002.

The Company conducts its business through one operating segment and all
revenue reported by the Company is derived from external customers.

7

ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

2. NEW ACCOUNTING STANDARDS

ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS

In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement on Financial Accounting Standards ("SFAS") No. 142, Accounting
for Goodwill and Other Intangible Assets, effective for fiscal years
beginning after December 15, 2001. Under the new statement, 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 new statement. Other intangible assets will continue to be amortized
over their estimated useful lives.

The Company adopted the new statement effective January 1, 2002.
Application of the nonamortization provisions of the new statement resulted
in an increase in net income of $0.9 million and $2.8 million for the three
months and nine months ended September 30, 2002, respectively. The Company
performed the first of the required impairment tests for goodwill as of
January 1, 2002. The results indicate an impairment of goodwill exists. The
required steps for measuring the amount of the impairment will be completed
and the resulting impairment loss will be recorded as a change in
accounting principle prior to December 31, 2002. The impairment loss
recorded will be the difference between the carrying amount and the
estimated fair value of goodwill.

Had the Company been accounting for its goodwill under SFAS 142 for all
periods presented, the Company's net income for the three months and nine
months ended September 30, 2001 would have been as follows:

Three months ended Nine months ended
(Millions) September 30, 2001 September 30, 2001
--------------------------------------------------------------------------
Reported net income (loss) $(8.7) $3.4
Add back goodwill amortization 0.9 2.8
--------------------------------------------------------------------------
Adjusted net income (loss) $(7.8) $6.2
==========================================================================

3. DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED

Deferred Policy Acquisition Costs ("DAC") is an asset, which represents
certain costs of acquiring certain insurance business, which are deferred
and amortized. These costs, all of which vary with and are primarily
related to the production of new and renewal business, consist principally
of commissions, certain underwriting and contract issuance expenses, and
certain agency expenses. Value of Business Acquired ("VOBA") is an asset,
which represents the present value of estimated net cash flows embedded in
the Company's contracts, which existed at the time the Company was acquired
by ING. DAC and VOBA are evaluated for recoverability at each balance sheet
date and these assets would be reduced to the extent that gross profits are
inadequate to recover the asset.

8

ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(continued)

3. DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED(continued)

The amortization methodology varies by product type based upon two
accounting standards: Statement of Financial Accounting Standards No. 60,
"Accounting and Reporting by Insurance Enterprises" ("SFAS 60") and
Statement of Financial Accounting Standards No. 97, "Accounting by
Insurance Companies for Certain Long-Duration Contracts & Realized Gains &
Losses on Investment Sales" ("SFAS 97").

Under FAS 60, acquisition costs for traditional life insurance products,
which primarily include whole life and term life insurance contracts, are
amortized over the premium payment period in proportion to the premium
revenue recognition.

Under FAS 97, acquisition costs for investment-type products, which include
universal life policies and fixed and variable deferred annuities, are
amortized over the lives of the policies (up to 30 years) in relation to
the emergence of estimated gross profits from surrender charges;
investment, mortality net of reinsurance ceded and expense margins; and
actual realized gain (loss) on investments. Amortization is adjusted
retrospectively when estimates of current or future gross profits to be
realized from a group of products are revised.

Each period, company management reviews the assumptions affecting the
amortization calculation related to the DAC and VOBA assets. During the
third quarter of 2002, the Company revised certain of its future
assumptions to reflect the recent equity market and interest rate
environment. The effect of these changes in assumptions during the third
quarter was a reduction in DAC and VOBA assets of $39.0 million and
additional pretax DAC and VOBA amortization of the same amount for the
three months ended September 30, 2002.

4. INVESTMENTS

IMPAIRMENTS

During the first nine months of 2002, the Company determined that ten fixed
maturities had other than temporary impairments. As a result, at September
30, 2002, the Company recognized a pre-tax loss of $7.2 million to reduce
the carrying value of the fixed maturities to their combined fair value of
$5.5 million. During the first nine months of 2001, the Company determined
that four fixed maturities had other than temporary impairments. As a
result, at September 30, 2001, the Company recognized a pre-tax loss of
$1.3 million to reduce the carrying value of the fixed maturities to their
fair value of $0.6 million

5. SEVERANCE

In December 2001, ING announced its intentions to further integrate and
streamline the U.S.-based operations of ING Americas, (which includes the
Company), in order to build a more customer-focused organization. In
connection with these actions, the Company recorded a charge of $4.9
million pretax. The severance portion of this charge ($4.8 million pretax)
is based on a plan to eliminate 260 positions (primarily operations,
information technology and other administrative/staff support personnel).
Severance actions are expected to be substantially complete by March 31,
2003. The facilities portion ($.1 million pretax) of the

9

ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(continued)

charge represents the amount to be incurred by the Company to terminate a
contractual lease obligation. Activity for the nine months ended September
30, 2002 within the severance liability and positions eliminated related to
such actions were as follows:

(Millions) Severance Liability Positions
--------------------------------------------------------------------
Balance at December 31, 2001 $4.8 252
Actions taken (2.4) (95)
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Balance at September 30, 2002 $2.4 157
====================================================================

6. INCOME TAXES

The Company's effective tax rates for the nine months ended September 30,
2002 and September 30, 2001 were 32% and 38%, respectively. The Company's
effective tax rates for the three months ended September 30, 2002 and
September 30, 2001 were 32% and 39%, respectively. Relative to the amount
of pretax income in all periods, an increase in the deduction for dividends
received and the disallowance of goodwill amortization as a deduction
principally contributed to the decrease in the effective tax rates.

10

ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

The following narrative analysis of the results of operations and financial
condition presents a review of the Company for the three month and nine month
periods ended September 30, 2002 and 2001. This review should be read in
conjunction with the financial statements and other data presented herein, as
well as the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" section contained in the Company's 2001 Annual Report on
Form 10-K.

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company cautions readers regarding certain
forward-looking statements contained in this report and in any other statements
made by, or on behalf of, the Company, whether or not in future filings with the
Securities and Exchange Commission (the "SEC"). Forward-looking statements are
statements not based on historical information and which relate to future
operations, strategies, financial results, or other developments. Statements
using verbs such as "expect," "anticipate," "believe" or words of similar import
generally involve forward-looking statements. Without limiting the foregoing,
forward-looking statements include statements which represent the Company's
beliefs concerning future levels of sales and redemption's of the Company's
products, investment spreads and yields, or the earnings and profitability of
the Company's activities.

Forward-looking statements are necessarily based on estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's control
and many of which are subject to change. These uncertainties and contingencies
could cause actual results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company. Whether or not
actual results differ materially from forward-looking statements may depend on
numerous foreseeable and unforeseeable developments. Some may be national in
scope, such as general economic conditions, changes in tax law and changes in
interest rates. Some may be related to the insurance industry generally, such as
pricing competition, regulatory developments and industry consolidation. Others
may relate to the Company specifically, such as credit, volatility and other
risks associates with the Company's investment portfolio. Investors are also
directed to consider other risks and uncertainties discussed in documents filed
by the Company with the SEC. The Company disclaims any obligation to update
forward-looking information.

OVERVIEW

RECENT ACCOUNTING DEVELOPMENTS

In June 2001, the FASB issued SFAS No. 142, Accounting for Goodwill and Other
Intangible Assets, effective for fiscal years beginning after December 15, 2001.
Under the new statement, 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 new statement. Other intangible assets
will continue to be amortized over their estimated useful lives (refer to Note 2
of Notes to Condensed Consolidated Financial Statements).

11

ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)

OVERVIEW (continued)

NATURE OF BUSINESS

The Company offers a portfolio of variable and fixed insurance products designed
to meet customer needs for tax-advantaged savings for retirement and protection
from death. The Company believes 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 includes consumers and corporations throughout the
United States.

Variable annuities are long-term savings vehicles in which contract owner
premiums (purchase payments) are recorded and maintained within a separate
account established and registered with the SEC as a unit investment trust. Many
of the variable annuities issued by the Company 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.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the use of estimates and
assumptions in certain circumstances that affect amounts reported in the
accompanying condensed financial statements and related footnotes. These
estimates and assumptions are evaluated on an on-going basis based on historical
developments, market conditions, industry trends and other information that is
reasonable under the circumstances. There can be no assurance that actual
results will conform to estimates and assumptions, and that reported results of
operations will not be affected in a materially adverse manner by the need to
make future accounting adjustments to reflect changes in these estimates and
assumptions from time to time. Item 7 of the Company's Annual Report on Form
10-K discusses critical accounting policies, which are most sensitive to
estimates and judgments and involve a higher degree of judgment and complexity.

RESULTS OF OPERATIONS

The decrease in earnings, excluding realized capital gains (losses) and
amortization of goodwill, of $49.3 million and $61.2 million, for the three and
nine months ended September 30, 2002, respectively is primarily due to an
increase in amortization of deferred policy acquisition costs and value of
business acquired and an increase in the reserve for minimum guaranteed death
benefits, partially offset by an increase in fee income. The decrease in
earnings for the three months ended September 30, 2002 compared to the same
period in 2001, is also partially offset by a decrease in operating expenses,
net of expenses deferred and reimbursed. The decrease in earnings for the nine
months ended September 30, 2002 compared to the same period in 2001, also
reflects an increase in operating expenses, net of expenses deferred and
reimbursed.

12

ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)

RESULTS OF OPERATIONS (continued)

Substantially all fee income is calculated based on assets under management. Fee
income increased $12.7 million and $31.3 million for the three and nine months
ended September 30, 2002, respectively, compared to the same periods in 2001,
primarily due to the higher average level of assets under management. Average
assets under management as of September 30, 2002 increased over 2001 primarily
due to business growth, partially offset by the significant decline in the
equity markets.

Net investment income increased $33.8 million and $65.3 million for the three
and the nine months ended September 30, 2002, respectively, compared to the same
periods in 2001 primarily due to an increase in assets under management,
partially offset by lower investment yields. Interest credited and other
benefits to policyholders increased $49.5 million and $74.0 million for the
three and the nine months ended September 30, 2002, respectively, compared to
the same periods in 2001 primarily due to an increase in assets under management
and an increase in the reserve for guaranteed minimum death benefits. The net
decrease to earnings due to these two items (net investment income less interest
credited and other benefits to policyholders) of $15.7 million and $ 8.7 million
for three and the nine months ended September 30, 2002, respectively, is
primarily due to investment yields decreasing faster than credited rates and an
increase in the guaranteed minimum death benefit reserve due to the significant
decline in the equity markets.

Operating expenses, net of expenses deferred and reimbursed, decreased by $13.8
million for the three months ended September 30, 2002 compared to the same
period in 2001, primarily due to business growth, which results in more expenses
being deferred. Operating expense, net of expenses deferred and reimbursed,
increased by $29.0 million for the nine months ended September 30, 2002 compared
to the same period in 2001, primarily due to lower expense reimbursement,
partially offset by more expenses being deferred due to business growth. Expense
reimbursements for the nine months ended September 30, 2002 were lower than the
same period in 2001 due to favorable adjustments reflected in 2001, which
increased the 2001 reimbursements, and lower premiums in 2002 for the products
covered under the reinsurance agreement.

Amortization of deferred policy acquisition costs and value of business acquired
increased $84.0 million and $84.9 million for the three and nine months ended
September 30, 2002, respectively. This amortization is in proportion to actual
and estimated future gross profits. Estimated future gross profits are computed
based on underlying assumptions related to the underlying contracts, including
but not limited to margins, lapse, persistency, expenses, and asset growth. Due
to the significant decline in the equity markets during the three and nine
months ended September 30, 2002, the assumed amount of future assets under
management and related future asset-based fee revenues on variable assets was
revised to reflect current asset levels, as of September 30, 2002, which reduced
the estimated future gross profits. Additionally, during the third quarter of
2002, the Company revised certain of its future assumptions affecting the
amortization of the DAC and VOBA assets to reflect the recent equity market and
interest rate environment. The effect of these changes in assumptions was
additional pretax DAC and VOBA amortization for the three and nine months ended
September 30, 2002 (refer to Note 3 of Notes to Condensed Consolidated Financial
Statements). The reduction in estimated future gross profits, due to the decline

13

ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)

RESULTS OF OPERATIONS (continued)

in equity markets, and the aforementioned change in assumptions are the primary
reasons for the increase in amortization for the three and nine months ended
September 30, 2002.

The Company's annuity deposits and assets under management are as follows:

INVESTMENTS

FIXED MATURITIES

At September 30, 2002 and December 31, 2001, the Company's carrying value of
available for sale fixed maturities represented 92.4% and 89.3%, respectively,
of the total general account invested assets. Total fixed maturities included
net unrealized capital gains of $167.1 million and $12.4 million at September
30, 2002 and December 31, 2001, respectively.

It is management's objective that the portfolio of fixed maturities be of high
quality and be well diversified by market sector. The fixed maturities in the
Company's portfolio are generally rated by external rating agencies and, if not
externally rated, are rated by the Company on a basis believed to be similar to
that used by the rating agencies. The average quality rating of the Company's
fixed maturities portfolio was A+ at September 30, 2002 and December 31, 2001.

Fixed maturities rated BBB and below 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.

The percentage of total fixed maturities by quality rating category is as
follows:

September 30, 2002 December 31, 2001
- --------------------------------------------------------------------------------
AAA 40.1% 43.6%
AA 6.1 7.3
A 21.3 11.9
BBB 29.2 32.1
BB 2.3 3.8
B and Below 1.0 1.3
- --------------------------------------------------------------------------------
Total 100.0% 100.0%
================================================================================

14

ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)

INVESTMENTS (continued)

The percentage of total fixed maturities by market sector is as follows:

September 30, 2002 December 31, 2001
- --------------------------------------------------------------------------------
U.S. Corporate 62.2% 57.9%
Residential Mortgage-backed 17.2 8.5
Commercial/Multifamily Mortgage-backed 4.2 6.5
Foreign (1) 6.2 --
U.S. Treasuries/Agencies 5.8 19.7
Asset-backed 4.4 7.4
- --------------------------------------------------------------------------------
Total 100.0% 100.0%
================================================================================

(1) Primarily U.S. dollar denominated

Below investment grade securities have different characteristics than investment
grade corporate debt securities. Risk of loss upon default by the borrower is
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 Company
attempts to manage the overall risk in the below investment grade portfolio, as
in all investments, through careful credit analysis, adherence to investment
policy guidelines, and diversification by issuer and/or guarantor and by
industry.

The Company analyzes the investment portfolio, including below investment grade
securities, at least quarterly in order to determine if the Company's 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 Company 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
Company's portfolio.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Company to generate sufficient cash flows to
meet the cash requirements of operating, investing, and financing activities.
The Company's principal sources of liquidity are 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.

15

ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)

LIQUIDITY AND CAPITAL RESOURCES (continued)

The Company's 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. The Company maintains a $40.0 million reciprocal loan
agreement with ING America Insurance Holdings, Inc., an affiliate of the
Company, and the Company has established an $75.0 million revolving note
facility with SunTrust Bank which expires on July 30, 2003. Management believes
that its sources of liquidity are adequate to meet the Company's short-term cash
obligations which cannot be funded from operating sources.

The National Association of Insurance Commissioner's ("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 Company has complied with the
NAIC's risk-based capital reporting requirements. Amounts reported indicate that
the Company has total adjusted capital above all required capital levels.

ITEM 4. CONTROLS AND PROCEDURES

(a) Within the 90-day period prior to the filing of this report, the Company
carried out an evaluation, under the supervision and with the participation of
its management, including its Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Rule 13a-14 of the Securities
Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and
the Chief Financial Officer have concluded that the Company's current disclosure
controls and procedures are effective in ensuring that material information
relating to the Company required to be disclosed in the Company's periodic SEC
filings is made known to them in a timely manner.

(b) There have not been any significant changes in the internal controls of the
Company or other factors that could significantly affect these internal controls
subsequent to the date the Company carried out its evaluation

16

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in lawsuits arising, for the most part, in the ordinary
course of its business operations. In some cases the suing party may seek to
represent a class of persons with similar claims, and may assert claims for
substantial compensatory and punitive damages. While the outcome of these
lawsuits cannot be determined at this time, after consideration of the defenses
available to the Company, applicable insurance coverage and any related reserves
established, these lawsuits are not currently expected to result in liability
for amounts material to the financial condition of the Company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

A list of exhibits included as part of this report is set forth in the
Exhibit Index which immediately precedes such exhibits and is hereby
incorporated by reference herein.

(b) Reports on Form 8-K.

None

17

SIGNATURES

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)

November 14, 2002 By /s/ Chris Duane Schreier
- ------------------ --------------------------------
(Date) Chris Duane Schreier
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)

/s/ Cheryl Price
--------------------------------
Cheryl Price
Chief Accounting Officer
(Principal Accounting Officer)

18

INDEX

Exhibits to Form 10-Q
Nine months ended September 30, 2002
GOLDEN AMERICAN LIFE INSURANCE COMPANY

Page Number
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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))................................................................................ __

19

INDEX

Exhibits to Form 10-Q
Nine months ended September 30, 2002
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))................................................................. __

20

INDEX

Exhibits to Form 10-Q
Nine months ended September 30, 2002
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))................................................................................ __

21

INDEX

Exhibits to Form 10-Q
Nine months ended September 30, 2002
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))............................................. __

22

INDEX

Exhibits to Form 10-Q
Nine months ended September 30, 2002
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))........................................................... __

23

INDEX

Exhibits to Form 10-Q
Nine months ended September 30, 2002
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))........................... __

24

INDEX

Exhibits to Form 10-Q
Nine months ended September 30, 2002
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))................................................. __

25

INDEX

Exhibits to Form 10-Q
Nine months ended September 30, 2002
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))................................................................................. __

26

INDEX

Exhibits to Form 10-Q
Nine months ended September 30, 2002
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 Limited (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))................................................................................. __

27

INDEX

Exhibits to Form 10-Q
Nine months ended September 30, 2002
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 Limited 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) Participation Agreement between Golden American and ING Variable Products Trust (incorporated by
reference to Exhibit 8(n) to Amendment No. 32 to a Post Effective Amendment to a Registration
Statement on Form N-4 filed with the SEC on April 26, 2002 (File No. 33-23351 and 811-5626)) ........ __

(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 Limited, 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))................... __

28

INDEX

Exhibits to Form 10-Q
Nine months ended September 30, 2002
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) 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 8(s) to Post-Effective Amendment No. 32 to a Registration Statement
on Form N-4 filed by Registrant with the SEC on or about April 26, 2002 (File No. 33-23351
and 811-5626))....................................................................................... __

(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))................................................... __

29

INDEX

Exhibits to Form 10-Q
Nine months ended September 30, 2002
GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

(aj) 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 8(o) to Post-Effective Amendment No. 32 to a
Registration Statement on Form N-4 filed by Registrant with the SEC on or about April 26, 2002
(File No. 33-23351 and 811-5626)).................................................................... __

(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))................................................................................ __

30

INDEX

Exhibits to Form 10-Q
Nine months ended September 30, 2002
GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

(aq) Participation Agreement betweeen Golden American Life Insurance Company and Fidelity Distributors
Corporation (incorporated by reference from Exhibit 8(p) to Post-Effective Amendment No. 32 to a
Registration Statement on Form N-4 filed by Registrant with the SEC on or about April 26, 2002
(File No. 33-23351 and 811-5626)).................................................................... __

31

CERTIFICATION

I, Chris Duane Schreier, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Golden American Life
Insurance Company;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusion about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies defenses and
material weaknesses.

Date November 14, 2002

/s/ Chris Duane Schreier
------------------------
Chris Duane Schreier
Chief Financial Officer

32

CERTIFICATION

I, Keith Gubbay, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Golden American Life
Insurance Company;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

d) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
e) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
f) presented in this quarterly report our conclusion about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

c) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
d) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies defenses and
material weaknesses.

Date November 14, 2002

/s/ Keith Gubbay
----------------
Keith Gubbay
President

33