As filed with the Securities and Exchange Commission on August 22, 2001
                                      Registration No. 333-_________
-----------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM S-1

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                    INITIAL

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

                                 DELAWARE
      (State or other jurisdiction of incorporation or organization)

                                  6355
        (Primary Standard Industrial Classification Code Number)

                               41-0991508
                 (I.R.S. Employer Identification No.)

                Golden American Life Insurance Company
                         1475 Dunwoody Drive
                    West Chester, PA  19380-1478
                            (610) 425-3400
    (Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Linda E. Senker, Esq.                     COPY TO:
Golden American Life Insurance Company    Stephen E. Roth, Esq.
1475 Dunwoody Drive                       Sutherland Asbill & Brennan LLP
West Chester, Pennsylvania  19380-1478    1275 Pennsylvania Avenue, N.W.
(610) 425-4319                            Washington, D.C.  20004-2415
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)

Approximate date of commencement of proposed sale to the public:
As soon as practical after the effective date of the 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,
check the following box ................................................ [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this Form is post-effective amendment filed pursuant to Rule 462(c)
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 this Form is 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box [ ]

Pursuant to Rule 429 under the Securities Act of 1933, a prospectus herein
also relates to Registration Statement Nos. 333-28681, 333-76941, 333-95511 and
333-59386.
-----------------------------------------------------------------------------
                      Calculation of Registration Fee
<TABLE>
<CAPTION>
                                                                     Proposed
Title of each class                            Proposed               maximum
of securities to be    Amount to be    maximum offering price    aggregate offering      Amount of
     registered         registered(1)      price per unit(1)          price(1)        registration fee(2)
--------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>                       <C>                 <C>
Annuity Contracts
(Interests in          N/A             N/A                        $200,000,000        $50,000
Fixed Account)
</TABLE>

(1) The maximum aggregate  offering price is estimated solely for the purpose of
determining the  registration  fee. The amount to be registered and the proposed
maximum  offering price per unit are not applicable  since these  securities are
not issued in predetermined amounts or units.

(2)  Amount  previously  registered  in  connection  with File  Nos.  333-28681,
333-76941, 333-95511 and 333-59386 were $82,500,000,  $77,000,000,  $165,000,000
and  $156,000,000,  respectively,  at  registration  fees of  $25,000,  $21,406,
$43,560 and $39,000, respectively.

-----------------------------------------------------------------------------
The Registrant hereby amends this  Registration  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  this  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
<PAGE>


                               PART I


The  Prospectus  contained  herein  does  not  contain  all of  the  information
permitted by the Securities and Exchange Commission Regulations. Therefore, this
Registration  Statement on Form S-1 for Golden  American Life Insurance  Company
("Golden  American")  incorporates  by reference  the  Statement  of  Additional
Information for Form 2 for the  GoldenSelect  Generations  Deferred  Combination
Variable  and Fixed  Annuity,  and Part C (Other  Information)  contained in the
Registration  Statement on Form N-4 (Post-Effective  Amendment No. 11, File Nos.
333-28679, 811-5626, filed contemporaneously with this Registration Statement on
Form S-1, on or about the date hereof) for Golden American  Separate  Account B.
This  information  may be  obtained  free of charge from  Golden  American  Life
Insurance Company by calling Customer Service at 800-366-0066.
<PAGE>
           GENERATIONS PROFILE AND PROSPECTUS

<PAGE>



ING VARIABLE ANNUITIES

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

                                   PROFILE OF
                           GOLDENSELECT/R/ GENERATIONS
            DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT

                                SEPTEMBER 4, 2001

     -------------------------------------------------------------------
     This Profile is a summary of some of the more important points that
     you should know and consider before purchasing the Contract. The
     Contract is more fully described in the full prospectus which
     accompanies this Profile. Please read the prospectus carefully.
     -------------------------------------------------------------------
--------------------------------------------------------------------------------


1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination variable and
fixed annuity contract between you and Golden American Life Insurance Company.
The Contract provides a means for you to invest on a tax-deferred basis in (i)
one or more of 39 mutual fund investment portfolios through our Separate Account
B and/or (ii) in a fixed account of Golden American with guaranteed interest
periods. The 39 mutual fund portfolios are listed on page 3. We
currently offer guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10 years
in the fixed account. We set the interest rates in the fixed account (which will
never be less than 3%) periodically. We may credit a different interest rate for
each interest period. The interest you earn in the fixed account as well as your
principal is guaranteed by Golden American as long as you do not take your money
out before the maturity date for the applicable interest period. If you withdraw
your money from the fixed account more than 30 days before the applicable
maturity date, we will apply a market value adjustment. A market value
adjustment could increase or decrease your contract value and/or the amount you
take out. Generally, the investment portfolios are designed to offer a better
return than the fixed account. However, this is NOT guaranteed. You may not make
any money, and you can even lose the money you invest.

The  Contract  offers a choice of death  benefit  options.  You may  choose  the
Standard Death Benefit or one of the enhanced death benefit  options,  described
on page 10. Your choice of death benefit will affect your mortality and expense
risk  charge.  Subject  to  state  availability,  you  may  also  elect,  for an
additional charge, an earnings multiplier benefit rider. Please see page 5 for
a description of the applicable  charge.  The earnings  multiplier benefit rider
provides a separate  death benefit in addition to the death  benefit  option you
select.  The earnings  multiplier  benefit rider is available for  non-qualified
contracts  only.  For a description  of the earnings  multiplier  benefit rider,
please see page 11.  To find out about  availability,  check with our  Customer
Service Center.

GENERATIONS PROFILE                                    PROSPECTUS BEGINS AFTER
110929                                                 PAGE 14 OF THIS PROFILE
<PAGE>

Your death benefit and mortality and expense risk charge depend on the category
of contract owners to which you belong and on the death benefit that you choose.
There are two categories of contract owners covered by this prospectus. For ease
of reference, they are called Pre-2001 and Yr-2001 contract owners. The category
of contract that you own is indicated in the cover letter which accompanies this
prospectus. If you are unsure which category applies to you, please call our
Customer Service Center. The telephone number is (800) 366-0066.

The following is a general description of the categories:

     Pre-2001: Contracts, whenever purchased, which offer one death benefit
               option (as approved in the state of issue at the time of
               purchase).

     Yr-2001:  Contracts purchased on or after January 2, 2001 which offer five
               death benefit options (as approved in the state of issue at the
               time of purchase).

Other than as specifically noted, this Profile and Prospectus describe the
benefits applicable to all categories of contract owners.


Subject to state availability, you may also elect, for an additional charge, one
of three other  optional  riders  offering  specified  benefits  featured in the
prospectus  for the contract.  The three  optional  benefit riders are listed on
page 13. The optional benefit riders can provide protection under certain
circumstances in the event that unfavorable  investment  performance has lowered
your value below  certain  targeted  growth.  These riders do not  guarantee the
performance of your investment portfolios. Separate charges are assessed for the
optional  riders.  Please  see  page 5 for a  description  of the  applicable
charges.  You should carefully analyze and completely evaluate each rider before
you purchase  any. Be aware that the benefit  provided by any of the riders will
be affected by certain  later  actions you may take -- such as  withdrawals  and
transfers. To find out about availability, check with our Customer Service
Center.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. The accumulation phase is the period
between the contract date and the date on which you start receiving the annuity
payments under your Contract. The amounts you accumulate during the accumulation
phase will determine the amount of annuity payments you will receive. The income
phase begins on the annuity start date, which is the date you start receiving
regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2) the
investments, (3) transfers between investments, (4) the type of annuity to be
paid after the accumulation phase, (5) the beneficiary who will receive the
death benefits, (6) the type of death benefit, and (7) the amount and frequency
of withdrawals.

110929                                 2                   GENERATIONS PROFILE
<PAGE>

2.   YOUR ANNUITY PAYMENTS (THE INCOME PHASE)
Annuity payments are the periodic payments you will begin receiving on the
annuity start date. You may choose one of the following annuity payment options:

<TABLE>
<CAPTION>
     ----------------------------------------------------------------------------------------------
                                 ANNUITY OPTIONS
     ----------------------------------------------------------------------------------------------
     <S>         <C>                   <C>
     Option 1    Income for a fixed    Payments are made for a specified number of years to you
                 period                or your beneficiary.
     ----------------------------------------------------------------------------------------------
     Option 2    Income for life       Payments are made for the rest of your life or longer for a
                 with a period         specified period such as 10 or 20 years or until the total
                 certain               amount used to buy this option has been repaid. This option
                                       comes with an added guarantee that payments will continue to
                                       your beneficiary for the remainder of such period if you
                                       should die during the period.
     ----------------------------------------------------------------------------------------------
     Option 3    Joint life income     Payments are made for your life and the life of another
                                       person (usually your spouse).
     ----------------------------------------------------------------------------------------------
     Option 4    Annuity plan          Any other annuitization plan that we choose to offer on the
                                       annuity start date.
     ----------------------------------------------------------------------------------------------
</TABLE>

Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments under
Option 4 may be fixed or variable. If variable and subject to the Investment
Company Act of 1940, it will comply with requirements of such Act. Once you
elect an annuity option and begin to receive payments, it cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $5,000 or more ($1,500
for a qualified Contract) up to and including age 75. You may make additional
payments of $100 or more ($50 for a qualified Contract) at any time before you
turn 85 during the accumulation phase. Under certain circumstances, we may waive
the minimum initial and additional premium payment requirement. Any initial or
additional premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior approval.

Who may purchase this Contract? The Contract may be purchased by individuals as
part of a personal retirement plan (a "non-qualified Contract"), or as a
Contract that qualifies for special tax treatment when purchased as either an
Individual Retirement Annuity (IRA) or in connection with a qualified retirement
plan (each a "qualified Contract").

IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See
"Expenses" in this profile.

The Contract is designed for people seeking long-term tax-deferred accumulation
of assets, generally for retirement or other long-term purposes. The
tax-deferred feature is more attractive to people in high federal and state tax
brackets. YOU SHOULD NOT BUY THIS CONTRACT: (1) IF YOU ARE LOOKING FOR A
SHORT-TERM INVESTMENT; (2) IF YOU CANNOT RISK GETTING BACK LESS MONEY THAN YOU
PUT IN; OR (3) YOUR ASSETS ARE ALREADY IN A PLAN WHICH PROVIDES FOR TAX-DEFERRAL
AND YOU SEE NO OTHER REASON TO PURCHASE THIS CONTRACT.

110929                                 3                   GENERATIONS PROFILE
<PAGE>

4.   THE INVESTMENT PORTFOLIOS
You can direct your money into (1) the fixed account with guaranteed interest
periods of 6 months, and 1, 3, 5, 7 and 10 years, and/or (2) into any one or
more of the following 40 mutual fund investment portfolios through our Separate
Account B. The investment portfolios are described in the prospectuses for the
GCG Trust, the PIMCO Variable Insurance Trust, the Credit Suisse Warburg Pincus
Trust, Pilgrim Variable Insurance Trust, the Prudential Series Fund, the Pilgrim
Variable Products Trust and the ProFunds. Keep in mind that while an investment
in the fixed account earns a fixed interest rate, an investment in any
investment portfolio, depending on market conditions, may cause you to make or
lose money. The investment portfolios available under your Contract are:

<TABLE>
<CAPTION>
     THE GCG TRUST
      <S>                                    <C>                              <C>
          Liquid Asset Series                Real Estate Series               Capital Growth Series
          Limited Maturity Bond Series       Value Equity Series              Capital Appreciation Series
          Core Bond Series (formerly         Investors Series                 Small Cap Series
            Global Fixed Income Series)      International Equity Series*     Mid-Cap Growth Series
          Fully Managed Series               Rising Dividends Series          Strategic Equity Series
          Total Return Series                Managed Global Series            Special Situations
          Asset Allocation Growth Series     Large Cap Value Series           Growth Series
          Equity Income Series               Hard Assets Series               Developing World Series
          All Cap Series                     Diversified Mid-Cap Series       Internet TollkeeperSM Series
          Growth and Income Series           Research Series

     THE PIMCO VARIABLE INSURANCE TRUST                CREDIT SUISSE WARBURG PINCUS TRUST
          PIMCO High Yield Bond Portfolio                   (FORMERLY WARBURG PINCUS TRUST)
          PIMCO StocksPLUS Growth                           International Equity Portfolio
               and Income Portfolio

     PILGRIM VARIABLE INSURANCE TRUST                  PRUDENTIAL SERIES FUND
          (FORMERLY ING VARIABLE INSURANCE TRUST)           Prudential Jennison Portfolio
          Pilgrim Global Brand Names Fund (formerly         SP Jennison International Growth Portfolio
               ING Global Brand Names Fund)

     PILGRIM VARIABLE PRODUCTS TRUST                   PROFUNDS
          Pilgrim VP MagnaCap Portfolio                     ProFund VP Bull Pilgrim VP SmallCap
          Opportunities Portfolio                           ProFund VP Small-Cap Pilgrim VP Growth
          Opportunities Portfolio                           ProFund VP Europe 30
</TABLE>

     * Not currently available.
     Internet TollkeeperSM is a service mark of Goldman, Sachs & Co.


RESTRICTED FUNDS. We may designate any investment option as a Restricted Fund
and limit the amount you may allocate or transfer to a Restricted Fund. We may
establish any such limitation, at our discretion, as a percentage of premium or
contract value or as a specified dollar amount and change the limitation at any
time. Currently, we have not designated any investment option as a Restricted
Fund. We may, with 30 days notice to you, designate any investment portfolio as
a Restricted Fund or change the limitations on existing contracts with respect
to new premiums added to such investment portfolio and also with respect to new
transfers to such investment portfolio. For more detailed information, see
"Restricted Funds" in the prospectus for the Contract.

110929                                 4                   GENERATIONS PROFILE
<PAGE>

5.   EXPENSES
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts a
mortality and expense risk charge, an asset-based administrative charge and an
annual contract administrative charge of $30. We deduct the mortality and
expense risk charge and the asset-based administrative charges daily directly
from your contact value in the
investment portfolios. The mortality and expense risk charge for Yr-2001
contract owners and the asset-based administrative charge, on an annual basis,
are as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                               ENHANCED   DEATH   BENEFITS
                                           STANDARD    DEFERRED      ANNUAL
                                        DEATH BENEFIT   RATCHET     RATCHET     7% SOLUTION     MAX 7
-----------------------------------------------------------------------------------------------------
<S>                                         <C>          <C>          <C>          <C>          <C>
Mortality & Expense Risk Charge             1.25%        1.30%        1.50%        1.60%        1.70%
Asset-Based Administrative Charge           0.15%        0.15%        0.15%        0.15%        0.15%
                                            -----        -----        -----        -----        -----
     Total                                  1.40%        1.45%        1.65%        1.75%        1.85%
-----------------------------------------------------------------------------------------------------
</TABLE>


Please see Appendix E of the prospectus for a description of the death benefit
and mortality and expense risk charge for Pre-2001 contract owners.

EARNINGS MULTIPLIER BENEFIT RIDER CHARGES
If you choose to purchase the earnings multiplier benefit rider, we will deduct
a separate quarterly charge for the rider on each quarterly contract anniversary
and pro rata when the rider terminates. We deduct the rider charge directly from
your contract value in the investment portfolios; if the value in the investment
portfolios is insufficient, the rider charge will be deducted from the fixed
account. The quarterly rider charge is 0.075% of the contract value (0.30%
annually).

OPTIONAL BENEFIT RIDER CHARGES

If you choose to purchase one of the other optional benefit riders we offer, we
will deduct a separate quarterly charge for the rider on each quarterly contract
anniversary and pro rata when the rider terminates. We deduct the rider charges
directly from your contract value in the investment portfolios; if the value in
the investment portfolios is insufficient, rider charges will be deducted from
the fixed account. The rider charges are as follows:

     Minimum Guaranteed Accumulation Benefit (MGAB) rider
          Waiting Period       Quarterly Charge
          --------------       ----------------
          10 Year.........     0.125% of the MGAB Charge Base*(0.50% annually)
          20 Year.........     0.125% of the MGAB Charge Base (0.50% annually)

     Minimum Guaranteed Income Benefit (MGIB) rider
          MGIB Base Rate       Quarterly Charge
          --------------       ----------------
          7%..............     0.125% of the MGIB Charge Base* (0.50% annually)

     Minimum Guaranteed Withdrawal Benefit (MGWB) rider
          Quarterly Charge
          ----------------
          0.125% of the MGWB Eligible Payment Amount* (0.50% annually)

     * See prospectus for a description.

Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.55% to 1.86% annually (see following table) of the portfolio's average
daily net asset balance.

110929                                 5                  GENERATIONS PROFILE
<PAGE>

If you withdraw money from your Contract, or if you begin receiving annuity
payments, we may deduct a premium tax of 0%-3.5% to pay to your state.

We deduct a surrender charge if you surrender your Contract or withdraw an
amount exceeding the free withdrawal amount. The free withdrawal amount is the
total of (i) your cumulative earnings (which is your contract value less premium
payments received and prior withdrawals), and (ii) 10% of premium payments not
previously withdrawn received within 8 years prior to the date of the
withdrawal. The following table
shows the schedule of the surrender charge that will apply. The surrender charge
is a percent of each premium payment withdrawn.

     COMPLETE YEARS ELAPSED               0   1   2   3   4   5   6   7   8+
          SINCE PREMIUM PAYMENT
     SURRENDER CHARGE                     8%  7%  6%  5%  4%  3%  2%  1%  0%


The following table is designed to help you understand the Contract charges. The
"Total Annual  Insurance  Charges" column is divided into two: One part reflects
the maximum mortality and expense risk charge (based on the Max 7 Enhanced Death
Benefit),   the   asset-based   administrative   charge,   the  annual  contract
administrative  charge as 0.05% (based on an average contract value of $60,000),
the earnings  multiplier benefit rider charge of 0.30%, and the highest optional
rider charge  assumed to be 0.75%,  where the rider base is equal to the initial
premium  and  increases  by 7% each year.  The  second  part  reflects  the same
insurance charges,  but without any rider charges.  The "Total Annual Investment
Portfolio  Charges" column reflects the portfolio charges for each portfolio and
is based on actual  expenses as of December 31, 2000,  except for (i) portfolios
that  commenced  operations  during  2000 or 2001  where the  charges  have been
estimated,  and (ii)  newly  formed  portfolios  where  the  charges  have  been
estimated.  The column "Total Annual  Charges"  reflects the sum of the previous
two  columns.  The columns  under the heading  "Examples"  show you how much you
would pay under the Contract for a 1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10 (based on the Max 7
Enhanced Death Benefit). The 1 Year examples above include an 8% surrender
charge. For Years 1 and 10, the examples show the total annual charges assessed
during that time and assume that you have elected the Max 7 Enhanced Death
Benefit. For these examples, the premium tax is assumed to be 0%.

110929                                 6               GENERATIONS PROFILE
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                                                                EXAMPLES:
                                                                                                ---------
                               TOTAL ANNUAL                     TOTAL ANNUAL           TOTAL CHARGES AT THE END OF:
                            INSURANCE CHARGES                      CHARGES              1 YEAR             10 YEARS
                             ----------------                 ----------------      --------------      --------------
                             WITH        W/O    TOTAL ANNUAL   WITH       W/O        WITH      W/O       WITH      W/O
                              THE        ANY     INVESTMENT    THE        ANY        THE       ANY       THE       ANY
                             RIDER      RIDER    PORTFOLIO    RIDER      RIDER      RIDER     RIDER     RIDER     RIDER
INVESTMENT PORTFOLIO        CHARGES     CHARGE    CHARGES    CHARGES     CHARGE    CHARGES   CHARGE    CHARGES   CHARGE
-----------------------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>        <C>        <C>        <C>        <C>       <C>       <C>       <C>
THE GCG TRUST
Liquid Asset                 2.95%      1.90%      0.55%      3.50%      2.45%      $115      $105      $377      $279
-----------------------------------------------------------------------------------------------------------------------
Limited Maturity Bond        2.95%      1.90%      0.55%      3.50%      2.45%      $115      $105      $377      $279
-----------------------------------------------------------------------------------------------------------------------
Core Bond                    2.95%      1.90%      1.01%      3.96%      2.91%      $120      $109      $417      $323
-----------------------------------------------------------------------------------------------------------------------
Fully Managed                2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Total Return                 2.95%      1.90%      0.89%      3.84%      2.79%      $119      $108      $407      $312
-----------------------------------------------------------------------------------------------------------------------
Asset Allocation Growth      2.95%      1.90%      1.01%      3.96%      2.91%      $120      $109      $417      $323
-----------------------------------------------------------------------------------------------------------------------
Equity Income                2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
All Cap                      2.95%      1.90%      1.01%      3.96%      2.91%      $120      $109      $417      $323
-----------------------------------------------------------------------------------------------------------------------
Growth and Income            2.95%      1.90%      1.11%      4.06%      3.01%      $121      $110      $426      $333
-----------------------------------------------------------------------------------------------------------------------
Real Estate                  2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Value Equity                 2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Investors                    2.95%      1.90%      1.01%      3.96%      2.91%      $120      $109      $417      $323
-----------------------------------------------------------------------------------------------------------------------
International Equity         2.95%      1.90%      1.26%      4.21%      3.16%      $122      $112      $438      $347
-----------------------------------------------------------------------------------------------------------------------
Rising Dividends             2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Managed Global               2.95%      1.90%      1.26%      4.21%      3.16%      $122      $112      $438      $347
-----------------------------------------------------------------------------------------------------------------------
Large Cap Value              2.95%      1.90%      1.01%      3.96%      2.91%      $120      $109      $417      $323
-----------------------------------------------------------------------------------------------------------------------
Hard Assets                  2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Diversified Mid-Cap          2.95%      1.90%      1.01%      3.96%      2.91%      $120      $109      $417      $323
-----------------------------------------------------------------------------------------------------------------------
Research                     2.95%      1.90%      0.89%      3.84%      2.79%      $119      $108      $407      $312
-----------------------------------------------------------------------------------------------------------------------
Capital Growth               2.95%      1.90%      1.00%      3.95%      2.90%      $120      $109      $416      $322
-----------------------------------------------------------------------------------------------------------------------
Capital Appreciation         2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Small Cap                    2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Mid-Cap Growth               2.95%      1.90%      0.89%      3.84%      2.79%      $119      $108      $407      $312
-----------------------------------------------------------------------------------------------------------------------
Strategic Equity             2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Special Situations           2.95%      1.90%      1.11%      4.06%      3.01%      $121      $110      $426      $333
-----------------------------------------------------------------------------------------------------------------------
Growth                       2.95%      1.90%      1.00%      3.95%      2.90%      $120      $109      $416      $322
-----------------------------------------------------------------------------------------------------------------------
Developing World             2.95%      1.90%      1.76%      4.71%      3.66%      $127      $117      $478      $391
-----------------------------------------------------------------------------------------------------------------------
Internet Tollkeeper          2.95%      1.90%      1.86%      4.81%      3.76%      $128      $118      $486      $400
-----------------------------------------------------------------------------------------------------------------------

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond        2.95%      1.90%      0.75%      3.70%      2.65%      $117      $107      $395      $298
-----------------------------------------------------------------------------------------------------------------------
PIMCO StocksPLUS
     Growth and Income       2.95%      1.90%      0.65%      3.60%      2.55%      $116      $106      $386      $289
-----------------------------------------------------------------------------------------------------------------------

CREDIT SUISSE WARBURG PINCUS TRUST
International Equity         2.95%      1.90%      1.31%      4.26%      3.21%      $120      $112      $421     $3451

PILGRIM VARIABLE INSURANCE TRUST
-----------------------------------------------------------------------------------------------------------------------
Pilgrim Global
     Brand Names             2.95%      1.90%      1.23%      4.18%      3.13%      $122      $112      $436      $344
-----------------------------------------------------------------------------------------------------------------------

THE PRUDENTIAL SERIES FUND
Prudential Jennison          2.95%      1.90%      1.04%      3.99%      2.94%      $120      $110      $420      $326
-----------------------------------------------------------------------------------------------------------------------
SP Jennison
     International Growth    2.95%      1.90%      1.64%      4.59%      3.54%      $126      $116      $469      $381
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

110929                                 7                   GENERATIONS PROFILE
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                                                                EXAMPLES:
                                                                                                ---------
                               TOTAL ANNUAL                     TOTAL ANNUAL           TOTAL CHARGES AT THE END OF:
                            INSURANCE CHARGES                      CHARGES              1 YEAR             10 YEARS
                             ----------------                 ----------------      --------------      --------------
                             WITH        W/O    TOTAL ANNUAL   WITH       W/O        WITH      W/O       WITH      W/O
                              THE        ANY     INVESTMENT    THE        ANY        THE       ANY       THE       ANY
                             RIDER      RIDER    PORTFOLIO    RIDER      RIDER      RIDER     RIDER     RIDER     RIDER
INVESTMENT PORTFOLIO        CHARGES     CHARGE    CHARGES    CHARGES     CHARGE    CHARGES   CHARGE    CHARGES   CHARGE
-----------------------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>        <C>        <C>        <C>        <C>       <C>       <C>       <C>
PILGRIM VARIABLE PRODUCTS TRUST
Pilgrim VP MagnaCap          2.95%      1.90%      1.10%      4.05%      3.00%      $121      $110      $425      $332
-----------------------------------------------------------------------------------------------------------------------
Pilgrim VP SmallCap
     Opportunities           2.95%      1.90%      1.10%      4.05%      3.00%      $121      $110      $425      $332
-----------------------------------------------------------------------------------------------------------------------
Pilgrim VP Growth
     Opportunities           2.95%      1.90%      1.10%      4.05%      3.00%      $121      $110      $425      $332

PROFUNDS
-----------------------------------------------------------------------------------------------------------------------
ProFund VP Bull              2.95%      1.90%      1.80%      4.75%      3.70%      $128      $117      $481      $395
-----------------------------------------------------------------------------------------------------------------------
ProFund VP Small-Cap         2.95%      1.90%      1.80%      4.75%      3.70%      $128      $117      $481      $395
-----------------------------------------------------------------------------------------------------------------------
ProFund VP Europe 30         2.95%      1.90%      1.75%      4.70%      3.65%      $127      $117      $477      $391
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


The "Total Annual Investment Portfolio Charges" column above reflects current
expense reimbursements for applicable investment portfolios. For more detailed
information, see "Fees and Expenses" in the prospectus for the Contract.

6.   TAXES
Under a qualified Contract, your premiums are generally pre-tax contributions
and accumulate on a tax-deferred basis. Premiums and earnings are generally
taxed as income when you make a withdrawal or begin receiving annuity payments,
presumably when you are in a lower tax bracket.

Under a non-qualified Contract, premiums are paid with after-tax dollars, and
any earnings will accumulate tax-deferred. You will generally be taxed on these
earnings, but not on premiums, when you make a withdrawal or begin receiving
annuity payments.

For owners of most qualified Contracts, when you reach age 70 1/2 (or, in some
cases, retire), you will be required by federal tax laws to begin receiving
payments from your annuity or risk paying a penalty tax. In those cases, we can
calculate and pay you the minimum required distribution amounts at your request.

If you are younger than 59 1/2 when you take money out, in most cases, you will
be charged a 10% federal penalty tax on the taxable amount withdrawn.

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase. You may
elect in advance to take systematic withdrawals which are described on page
14. Withdrawals above the free withdrawal amount may be subject to a surrender
charge. We will apply a market value adjustment if you withdraw your money from
the fixed account more than 30 days before the applicable maturity date. Income
taxes and a penalty tax may apply to amounts withdrawn.


8.   PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart shows average
annual total return for each portfolio that was in operation for the entire year
of 2000. These numbers reflect the deduction of the mortality and expense risk
charge (based on the Max 7 Enhanced Death Benefit), the asset-based
administrative charge, the annual contract fee, the earnings multiplier benefit
rider charge and the maximum optional benefit rider charge on a rider base that
accumulates at 7%, but do not reflect deductions for any surrender charges. If
surrender charges were


110929                                 8                   GENERATIONS PROFILE
<PAGE>

reflected, they would have the effect of reducing performance. Please keep in
mind that past performance is not a guarantee of future results.

<TABLE>
<CAPTION>
     --------------------------------------------------------------------------------------------------------
                                                                                    CALENDAR YEAR
     INVESTMENT PORTFOLIO                                                 2000           1999          1998
     --------------------------------------------------------------------------------------------------------
     <S>                                                                 <C>            <C>           <C>
     Managed by A I M Capital Management, Inc.
          Capital Appreciation(1)                                        -17.55%        21.35%          9.67%
          Strategic Equity(2)                                            -14.80%        52.15%         -1.89%

     --------------------------------------------------------------------------------------------------------
     Managed by Alliance Capital Management L.P.
          Capital Growth(2)                                              -19.41%        22.22%          8.98%
     --------------------------------------------------------------------------------------------------------

     Managed by Baring International Investment Limited
          Developing World(2)                                            -35.68%        57.50%            --
          Hard Assets(2)                                                  -7.34%        20.13%        -31.60%

     --------------------------------------------------------------------------------------------------------
     Managed by Capital Guardian Trust Company
          Managed Global(3)                                              -16.90%        59.04%         25.92%
          Small Cap(3)                                                   -20.47%        46.69%         17.78%
     --------------------------------------------------------------------------------------------------------

     Managed by Eagle Asset Management, Inc.
          Value Equity                                                     5.86%        -2.20%         -1.21%

     --------------------------------------------------------------------------------------------------------
     Managed by ING Investment Management, LLC
          Limited Maturity Bond                                            4.85%        -1.58%          4.00%
          Liquid Asset                                                     3.22%         1.93%          2.24%
     --------------------------------------------------------------------------------------------------------

     Managed by Janus Capital Corporation
          Growth(2)                                                      -24.13%        73.58%         23.49%

     --------------------------------------------------------------------------------------------------------
     Managed by Kayne Anderson Rudnick Investment Management, LLC
          Rising Dividends                                                -4.76%        12.80%         11.10%
     --------------------------------------------------------------------------------------------------------

     Managed by Massachusetts Financial Services Company
          Mid-Cap Growth                                                   5.34%        74.44%         19.57%
          Research                                                        -7.10%        20.93%         19.81%
          Total Return                                                    13.41%         0.59%          8.62%


     --------------------------------------------------------------------------------------------------------
     Managed By Pacific Investment Management Company
          Core Bond(5)                                                    -1.78%       -11.13%          8.87%
     --------------------------------------------------------------------------------------------------------


     Managed by The Prudential Investment Corporation
          Real Estate(4)                                                  27.57%        -6.42%        -15.84%

     --------------------------------------------------------------------------------------------------------
     Managed by T. Rowe Price Associates, Inc.
          Equity Income(2)                                                 9.90%        -3.41%          5.36%
          Fully Managed                                                   18.74%         4.06%          3.06%
     --------------------------------------------------------------------------------------------------------

     Managed By Pacific Investment Management Company
          PIMCO High Yield Bond                                           -3.55%         0.24%            --
          PIMCO StocksPLUS Growth and Income                             -11.95%        16.67%            --

     --------------------------------------------------------------------------------------------------------
     Managed by Credit Suisse Asset Management, LLC
          International Equity                                           -27.98%        49.42%          2.53%
     --------------------------------------------------------------------------------------------------------
</TABLE>

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

     (1)  Prior to April 1, 1999, a different firm managed the Portfolio.
     (2)  Prior to March 1, 1999, a different firm managed the Portfolio.
     (3)  Prior to February 1, 2000, a different firm managed the Portfolio.
     (4)  Prior to May 1, 2000, a different firm managed the Portfolio.

     (5)  Prior to May 1, 2001, a different firm managed the Portfolio using a
          different investment style.


110929                                 9                   GENERATIONS PROFILE
<PAGE>

9.   DEATH BENEFIT
The death benefit, and earnings multiplier benefit, if elected, is payable when
the first of the following persons dies: the contract owner, joint owner, or
annuitant (if a contract owner is not an individual). Assuming you are the
contract owner, if you die during the accumulation phase, your beneficiary will
receive a death benefit unless the beneficiary is your surviving spouse and
elects to continue the Contract. The death benefit paid depends on the death
benefit you have chosen. The death benefit value is calculated at the close of
the business day on which we receive written notice and due proof of death, as
well as required claim forms, at our Customer Service Center. If your
beneficiary elects to delay receipt of the death benefit until a date after the
time of your death, the amount of the benefit payable in the future may be
affected. If you die after the annuity start date and you are the annuitant,
your beneficiary will receive the death benefit you chose under the annuity
option then in effect.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

THE FOLLOWING IS A DESCRIPTION OF THE DEATH BENEFIT OPTIONS FOR CONTRACT OWNERS
IN YR-2001. IF YOU ARE A PRE-2001 CONTRACT OWNER, PLEASE SEE APPENDIX E TO THE
PROSPECTUS FOR A DESCRIPTION OF THE CALCULATION OF DEATH BENEFITS APPLICABLE TO
YOUR CONTRACT. IF YOU ARE UNSURE OF WHICH CATEGORY APPLIES TO YOU, PLEASE CALL
OUR CUSTOMER SERVICE CENTER.

You may choose one of the following Death Benefits: (i) the Standard Death
Benefit, (ii) the Deferred Ratchet Enhanced Death Benefit, (iii) the 7% Solution
Enhanced Death Benefit, (iv) the Annual Ratchet Enhanced Death Benefit, or
(v) the Max 7 Enhanced Death Benefit. The Deferred Ratchet, 7% Solution, Annual
Ratchet and Max 7 Enhanced Death Benefits may not be available where a
Contract is held by joint owners.

Base Death Benefit. We use the Base Death Benefit to help determine the minimum
death benefit payable under each of the death benefit options described
below. You do not elect the Base Death Benefit. The Base Death Benefit is equal
to the greater of:

     1)   the contract value; and

     2)   the cash surrender value.

The STANDARD DEATH BENEFIT equals the GREATER of the Base Death Benefit and the
SUM of 1) and 2), where:

     1)   is the contract value allocated to Special Funds; and

     2)   is the Standard Minimum Guaranteed Death Benefit for amounts allocated
          to Non-Special Funds as further described in the prospectus.

ENHANCED DEATH BENEFIT OPTIONS. Under the Enhanced Death Benefit options, if you
die before the annuity start date, your beneficiary will receive the greater of
the Base Death Benefit and the Enhanced Death Benefit option elected. For
purposes of calculating the Enhanced Death Benefits, certain investment
portfolios and the Fixed Account are designated as "Special Funds." In addition
to the Fixed Account, the investment portfolios designated currently as Special
Funds are the Liquid Asset Portfolio and the Limited Maturity Bond Portfolio.
Selecting a Special Fund may limit or reduce the enhanced death benefit. You
will automatically receive the Standard Death Benefit unless you elect one of
the enhanced death benefit options. The enhanced death benefits are available
only at the time you purchase your Contract. The enhanced death benefits are not
available where a Contract is owned by joint owners. Once you choose a death
benefit, it cannot be changed. We may in the future stop or suspend offering any
of the enhanced death benefit options to new Contracts. A change in ownership of
the Contract may affect the amount of the death benefit and the enhanced death
benefit. The MGWB rider may also affect the death benefit. See "Minimum
Guaranteed Withdrawal Benefit (MGWB) Rider -- Death Benefit during Automatic
Periodic Benefit Status."

Each of the enhanced death benefit options is based on a minimum guaranteed
death benefit for that option. Please see "Death Benefit Choices" in the
prospectus for details on the calculation of the minimum

110929                               10                    GENERATIONS PROFILE
<PAGE>

guaranteed death benefit for each enhanced death benefit and further details on
the effect of withdrawals and transfers on the calculation of the enhanced death
benefits.

The DEFERRED RATCHET ENHANCED DEATH BENEFIT equals the GREATER of.

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the
          Deferred Ratchet Minimum Guaranteed Death Benefit for amounts
          allocated to Non-Special Funds.

The ANNUAL RATCHET ENHANCED DEATH BENEFIT equals the GREATER of:

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the
          Annual Ratchet Minimum Guaranteed Death Benefit for amounts allocated
          to Non-Special Funds as further described in the prospectus.

The 7% SOLUTION ENHANCED DEATH BENEFIT, equals the GREATER of:

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the 7%
          Solution Minimum Guaranteed Death Benefit for amounts allocated to
          Non-Special Funds as further described in the prospectus.

The MAX 7 ENHANCED DEATH BENEFIT equals the GREATER of the 7% Solution Enhanced
Death Benefit and the Annual Ratchet Enhanced Death Benefit.

Under this benefit option, the 7% Solution Enhanced Death Benefit and the Annual
Ratchet Enhanced Death Benefit are calculated in the same manner as if each were
the elected benefit.

Note:  In all cases described above, the amount of the death benefit could be
       reduced by premium taxes owed and withdrawals not previously deducted.
       The enhanced death benefits may not be available in all states.

We may, with 30 days notice to you, designate any investment portfolio as a
Special Fund on existing contracts with respect to new premiums added to such
investment portfolio and also with respect to new transfers to such investment
portfolio. Keep in mind that selecting a Special Fund may limit or reduce the
Enhanced Death Benefit.

For the period during which a portion of the contract value is allocated to a
Special Fund, we may, at our discretion, reduce the mortality and expense risk
charge attributable to that portion of the contract value. The reduced mortality
and expense risk charge will be applicable only during the period contract value
is allocated to a Special Fund.


EARNINGS MULTIPLIER BENEFIT RIDER. The earnings multiplier benefit rider is an
optional rider that provides a separate death benefit in addition to the death
benefit provided under the death benefit options described above. The rider is
subject to state availability and is available only for non-qualified Contracts.
It is not available if the Contract is owned by joint owners. It may be added at
issue of the Contract or on the next contract anniversary following introduction
of the rider in a state, if later. The rider provides a benefit equal to a
percentage of the gain under the Contract, up to a gain equal to 150% of net
premiums. Currently, where the rider is added at issue, the earnings multiplier
benefit is equal to 55% (30% for issue ages 70 and above) of the lesser of: 1)
150% of premiums adjusted for withdrawals; and 2) the contract value on the date
we receive written notice and due proof of death, as well as required claims
forms, minus premiums adjusted for withdrawals. If the rider is added to a
Contract after issue, the earnings multiplier benefit is equal to 55% (30% for
issue ages 70 and above) of the lesser of: 1) 150% of the contract value on the
rider effective date, plus subsequent premiums adjusted for subsequent
withdrawals; and 2) the contract value on the date we receive written notice and
due proof of death, as well as required claims forms, minus the contract value
on the rider effective date, minus subsequent premiums adjusted for subsequent
withdrawals. The

110929                                11                   GENERATIONS PROFILE
<PAGE>

adjustment to the benefit for withdrawals is pro rata, meaning that the benefit
will be reduced by the proportion that the withdrawal bears to the contract
value at the time of the withdrawal.

There is an extra  charge  for this  feature  and once  selected,  it may not be
revoked.  The earnings  multiplier  benefit  rider does not provide a benefit if
there is no gain under the  Contract.  As such,  the Company  would  continue to
assess a charge for the rider,  even though no benefit would be payable at death
under the rider if there are no gains  under the  Contract.  Please see page 5
for a description of the earnings multiplier benefit rider charge.

10.  OTHER INFORMATION
     FREE LOOK. If you cancel the Contract within 10 days after you receive it,
you will receive a refund of the adjusted contract value. We determine your
contract value at the close of business on the day we receive your written
refund request. For purposes of the refund during the free look period, (i) we
adjust your contract value for any market value adjustment (if you have invested
in the fixed account), and (ii) then we include a refund of any charges deducted
from your contract value. Because of the market risks associated with investing
in the portfolios and the potential positive or negative effect of the market
value adjustment, the contract value returned may be greater or less than the
premium payment you paid. Some states require us to return to you the amount of
the paid premium (rather than the contract value) in which case you will not be
subject to investment risk during the free look period. Also, in some states,
you may be entitled to a longer free look period.

     TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make
transfers among your investment portfolios and your investment in the fixed
account as frequently as you wish without any current tax implications. The
minimum amount for a transfer is $100. There is currently no charge for
transfers, and we do not limit the number of transfers allowed. The Company may,
in the future, charge a $25 fee for any transfer after the twelfth transfer in a
contract year or limit the number of transfers allowed. Keep in mind that if you
transfer or otherwise withdraw your money from the fixed account more than 30
days before the applicable maturity date, we will apply a market value
adjustment. A market value adjustment could increase or decrease your contract
value and/or the amount you transfer or withdraw. Keep in mind that transfers
between Special Funds and Non-Special Funds will impact your death benefit and
benefits under an optional benefit rider, if any. Also, a transfer to a
Restricted Fund will not be permitted to the extent that it would increase the
contract value in the Restricted Fund to more than the applicable limits
following the transfer. Transfers from Restricted Funds are not limited. If the
result of multiple transfers is to lower the percentage of total contract value
in the Restricted Fund, the reallocation will be permitted even if the
percentage of contract value in the Restricted Fund is greater than the limit.
See "Restricted Funds" in the prospectus for more information.

     NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate. See
"Federal Tax Considerations -- Taxation of Death Benefit Proceeds" in the
prospectus for the Contract.

     OPTIONAL RIDERS. For Yr-2001 Contracts and subject to state availability,
you may purchase one of three optional benefit riders for an additional charge.
You may not add more than one of these three riders to your Contract. There is a
separate charge for each rider. Once elected, the riders generally may not be
cancelled. This means once added the rider may not be removed and charges will
be assessed regardless of the performance of your Contract.

          Minimum Guaranteed Accumulation Benefit (MGAB) Rider. The MGAB is an
     optional benefit which offers you the ability to receive a one-time
     adjustment to your contract value in the event your contract value
     on a specified date is below the MGAB rider guarantee. When
     added at issue, the MGAB rider guarantees that your contract value will at
     least equal your initial premium payment at the end of ten years, or, at
     least equal two times your initial premium payment at the end of twenty
     years, depending on the waiting period you select, reduced pro rata for
     withdrawals and certain transfers. The MGAB rider offers a ten-year option
     and a twenty-year option, of which you may purchase only one. Investment in
     Special Funds may limit or reduce the benefits provided under the rider. As
     is more fully described in the prospectus, rider benefits are generally
     based on the contract value for allocations to

110929                                12                   GENERATIONS PROFILE
<PAGE>

     Special Funds. The MGAB
     rider may offer you protection in the event of a lower contract value that
     may result from unfavorable investment performance of your Contract. There
     are exceptions, conditions, eligibility requirements, and important
     considerations associated with the MGAB rider. See "Optional Riders" in the
     prospectus for more complete information.

          Minimum Guaranteed Income Benefit (MGIB) Rider. The MGIB rider is an
     optional benefit which guarantees a minimum amount of income that will be
     available to you upon annuitization, regardless of fluctuating market
     conditions. Ordinarily, the amount of income that will be available to you
     upon annuitization is based upon your contract value, the annuity option
     you selected and the guaranteed or then current income factors in effect.
     If you purchase the MGIB rider, the minimum amount of income that will be
     available to you upon annuitization on the MGIB Benefit Date is the greater
     of the amounts that are ordinarily available to you under your Contract and
     the MGIB annuity benefit, which is based on your MGIB Base, the MGIB
     annuity option you selected and the MGIB guaranteed income factors
     specified in your rider. Your MGIB Base generally depends on the amount of
     premiums you pay during the first five contract years after you purchase
     the rider, and when you pay the premiums, accumulated at the MGIB rate,
     less pro rata adjustments for withdrawals and transfers. Investment in
     Special Funds may limit or reduce the benefits provided under the rider. As
     is more fully described in the prospectus, rider benefits are generally
     based on the contract value for allocations to Special Funds. There are
     exceptions, conditions, eligibility requirements, and important
     considerations associated with the MGIB rider. You should read the
     prospectus for more complete information.

          Minimum Guaranteed Withdrawal Benefit (MGWB) Rider. The MGWB rider is
     an optional benefit which guarantees that you will receive annual periodic
     payments, which, when added together, equal all premium payments paid
     during the first two contract years, less adjustments for any prior
     withdrawals and adjusted by transfers to Special Funds. If your contract
     value is reduced to zero, your periodic payments will be 7% of your
     Eligible Payment Amount every year. (Of course, any applicable income and
     penalty taxes will apply to amounts withdrawn.) Your original Eligible
     Payment Amount is your premium payments received during the first two
     contract years. Withdrawals that you make in excess of the above periodic
     payment amount may substantially reduce the guarantee. Investment in
     Special Funds may limit or reduce the benefits provided under the rider. As
     is more fully described in the prospectus, rider benefits are generally
     based on the contract value for allocations to Special Funds. There are
     exceptions, conditions, eligibility requirements, and important
     considerations associated with the MGWB rider. You should read the
     prospectus for more complete information.

ADDITIONAL FEATURES. This Contract has other features you may be interested in.
These include:

          Dollar Cost Averaging. This is a program that allows you to invest a
     fixed amount of money in the investment portfolios each month, which may
     give you a lower average cost per unit over time than a single one-time
     purchase. Dollar cost averaging requires regular investments regardless of
     fluctuating price levels, and does not guarantee profits or prevent losses
     in a declining market. This option is currently available only if you have
     $1,200 or more in the Limited Maturity Bond or the Liquid Asset investment
     portfolios or in the fixed account with either a 6-month or 1-year
     guaranteed interest period. Transfers from the fixed account under this
     program will not be subject to a market value adjustment. If you invest in
     Restricted Funds, your ability to dollar cost average may be limited.
     Please see "Transfers Among Your Investments" in the prospectus for more
     complete information.

          Systematic Withdrawals. During the accumulation phase, you can arrange
     to have money sent to you at regular intervals throughout the year. Within
     limits these withdrawals will not result in any surrender charge.
     Withdrawals from your money in the fixed account under this program are not
     subject to a market value adjustment. Of course, any applicable income and
     penalty taxes will apply on
     amounts withdrawn. If you invest in Restricted Funds, your systematic
     withdrawals may be affected. Please see "Withdrawals" in the prospectus for
     more complete information.

          Automatic Rebalancing. If your contract value is $10,000 or more, you
     may elect to have the Company automatically readjust the money between your
     investment portfolios periodically to keep the blend you select.
     Investments in the fixed account are not eligible for automatic
     rebalancing. If you

110929                                13                   GENERATIONS PROFILE
<PAGE>

     invest in Restricted Funds, automatic rebalancing may
     be affected. Please see "Transfers Among Your Investments" in the
     prospectus for more complete information.

11.  INQUIRIES
If you need more information after reading this profile and the prospectus,
please contact us at:

     CUSTOMER SERVICE CENTER
     P.O. BOX 2700
     WEST CHESTER, PENNSYLVANIA 19380
     (800) 366-0066

or your registered representative.

110929                                14                   GENERATIONS PROFILE

<PAGE>


                       This page intentionally left blank.

<PAGE>

--------------------------------------------------------------------------------
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

           DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS

                           GOLDENSELECT GENERATIONS/R/
--------------------------------------------------------------------------------

                                                              SEPTEMBER 4, 2001
          This prospectus describes GoldenSelect Generations, a group and
     individual deferred variable annuity contract (the "Contract") offered by
     Golden American Life Insurance Company (the "Company," "we" or "our"). The
     Contract is available in connection with certain retirement plans that
     qualify for special federal income tax treatment ("qualified Contracts") as
     well as those that do not qualify for such treatment ("non-qualified
     Contracts").

          The Contract provides a means for you to invest your premium payments
     in one or more of 39 mutual fund investment portfolios. You may also
     allocate premium payments to our Fixed Account with guaranteed interest
     periods. Your contract value will vary daily to reflect the investment
     performance of the investment portfolio(s) you select and any interest
     credited to your allocations in the Fixed Account. The investment
     portfolios available under your Contract and the portfolio managers are
     listed on the back of this cover.

          We will credit your Fixed Interest Allocation(s) with a fixed rate of
     interest. We set the interest rates periodically. We will not set the
     interest rate to be less than a minimum annual rate of 3%. You may choose
     guaranteed interest periods of 6 months, and 1, 3, 5, 7 and 10 years. The
     interest earned on your money as well as your principal is guaranteed as
     long as you hold them until the maturity date. If you take your money out
     from a Fixed Interest Allocation more than 30 days before the applicable
     maturity date, we will apply a market value adjustment ("Market Value
     Adjustment"). A Market Value Adjustment could increase or decrease your
     contract value and/or the amount you take out. You bear the risk that you
     may receive less than your principal if we take a Market Value Adjustment.
     For Contracts sold in some states, not all Fixed Interest Allocations or
     subaccounts are available. You have a right to return a Contract within 10
     days after you receive it for a refund of the adjusted contract value
     (which may be more or less than the premium payments you paid), or if
     required by your state, the original amount of your premium payment. Longer
     free look periods apply in some states and in certain situations.

          This prospectus provides information that you should know before
     investing and should be kept for future reference. A Statement of
     Additional Information ("SAI"), dated, May 1, 2001, has been filed with the
     Securities and Exchange Commission ("SEC"). It is available without charge
     upon request. To obtain a copy of this document, write to our Customer
     Service Center at P.O. Box 2700, West Chester, Pennsylvania 19380 or call
     (800) 366-0066, or access the SEC's website (http://www.sec.gov). The table
     of contents of the SAI is on the last page of this prospectus and the SAI
     is made part of this prospectus by reference.

     THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
     THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
     REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


     AN INVESTMENT IN THE SUBACCOUNTS THROUGH THE GCG TRUST, THE PIMCO VARIABLE
     INSURANCE TRUST, THE CREDIT SUISSE WARBURG PINCUS TRUST, PILGRIM VARIABLE
     INSURANCE TRUST, THE PRUDENTIAL SERIES FUND, THE PILGRIM VARIABLE PRODUCTS
     TRUST OR THE PROFUNDS IS NOT A BANK DEPOSIT AND IS NOT INSURED OR
     GUARANTEED BY ANY BANK OR BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
     ANY OTHER GOVERNMENT AGENCY.

     THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG
     TRUST, THE PIMCO VARIABLE INSURANCE TRUST, THE CREDIT SUISSE WARBURG PINCUS
     TRUST, PILGRIM VARIABLE INSURANCE TRUST, THE PRUDENTIAL SERIES FUND, THE
     PILGRIM VARIABLE PRODUCTS TRUST AND THE PROFUNDS.


--------------------------------------------------------------------------------
       A LIST OF THE INVESTMENT PORTFOLIOS AND THE MANAGERS ARE LISTED ON
                            THE BACK OF THIS COVER.
--------------------------------------------------------------------------------

GENERATIONS-110929

<PAGE>

     The investment portfolios available under your Contract and the portfolio
managers are:

A I M CAPITAL MANAGEMENT, INC.
     Capital Appreciation Series
     Strategic Equity Series

ALLIANCE CAPITAL MANAGEMENT L. P.
     Capital Growth Series

BARING INTERNATIONAL INVESTMENT LIMITED
   (AN AFFILIATE)
     Developing World Series
     Hard Assets Series

CAPITAL GUARDIAN TRUST COMPANY
     Large Cap Value Series
     Managed Global Series
     Small Cap Series

EAGLE ASSET MANAGEMENT, INC
     Value Equity Series

FIDELITY MANAGEMENT & RESEARCH COMPANY
     Asset Allocation Growth Series
     Diversified Mid-Cap Series

GOLDMAN SACHS ASSET MANAGEMENT
     Internet TollkeeperSM Series

ING INVESTMENT MANAGEMENT, LLC
   (AN AFFILIATE)
     Limited Maturity Bond Series
     Liquid Asset Series

ING PILGRIM INVESTMENTS, LLC (AN AFFILIATE)
     International Equity Series*

JANUS CAPITAL CORPORATION
     Growth Series
     Growth and Income Series
     Special Situations Series

KAYNE ANDERSON RUDNICK INVESTMENT
   MANAGEMENT, LLC
     Rising Dividends Series

MASSACHUSETTS FINANCIAL SERVICES COMPANY
     Mid-Cap Growth Series
     Research Series
     Total Return Series

PACIFIC INVESTMENT MANAGEMENT COMPANY
     Core Bond Series
       (formerly Global Fixed Income Series)

PRUDENTIAL INVESTMENT CORPORATION
     Real Estate Series

SALOMON BROTHERS ASSET MANAGEMENT, INC
     All Cap Series
     Investors Series

T. ROWE PRICE ASSOCIATES, INC.
     Equity Income Series
     Fully Managed Series

PACIFIC INVESTMENT MANAGEMENT COMPANY
     PIMCO High Yield Bond Portfolio
     PIMCO StocksPLUS Growth and Income Portfolio

ING INVESTMENT MANAGEMENT ADVISORS B.V.
   (AN AFFILIATE)
     Pilgrim Global Brand Names Fund (formerly
        ING Global Band Names Fund)

JENNISON ASSOCIATES LLC
     Prudential Jennison Portfolio
     SP Jennison International Growth Portfolio

ING PILGRIM INVESTMENTS, LLC (AN AFFILIATE)
     Pilgrim VP Growth Opportunities Portfolio
     Pilgrim VP MagnaCap Portfolio
     Pilgrim VP SmallCap Opportunities Portfolio

PROFUND ADVISORS LLC
     ProFund VP Bull
     ProFund VP Europe 30
     ProFund VP Small-Cap

     * Not currently available.
     Internet TollkeeperSM Series is a service mark of Goldman, Sachs & Co.


     The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B. We refer to the divisions as
"subaccounts" and the money you place in the Fixed Account's guaranteed interest
periods as "Fixed Interest Allocations" in this prospectus.

GENERATIONS-110929
<PAGE>

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

                                                                            PAGE

     Index of Special Terms ................................................   1
     Fees and Expenses .....................................................   2
     Performance Information ...............................................  12
          Accumulation Unit ................................................  12
          Net Investment Factor ............................................  12
          Condensed Financial Information ..................................  12
          Financial Statements .............................................  12
          Performance Information ..........................................  12
     Golden American Life Insurance Company ................................  13
     The Trusts ............................................................  14
     Golden American Separate Account B ....................................  15
     The Investment Portfolios .............................................  16
          Investment Objectives ............................................  16
          Investment Management Fees .......................................  20
          Restricted Funds .................................................  22
     The Fixed Interest Allocation .........................................  23
          Selecting a Guaranteed Interest Period ...........................  23
          Guaranteed Interest Rates ........................................  23
          Transfers from a Fixed Interest Allocation .......................  24
          Withdrawals from a Fixed Interest Allocation .....................  24
          Market Value Adjustment ..........................................  25
     Special Funds .........................................................  26
     The Annuity Contract ..................................................  26
          Contract Date and Contract Year ..................................  26
          Annuity Start Date ...............................................  26
          Contract Owner ...................................................  26
          Annuitant ........................................................  27
          Beneficiary ......................................................  27
          Purchase and Availability of the Contract ........................  28
          Crediting of Premium Payments ....................................  29
          Administrative Procedures ........................................  30
          Contract Value ...................................................  30
          Cash Surrender Value .............................................  30
          Surrendering to Receive the Cash Surrender Value .................  31
          The Subaccounts ..................................................  31
          Addition, Deletion or Substitution of Subaccounts and
               Other Changes ...............................................  31
          The Fixed Account ................................................  31
          Optional Riders ..................................................  31
          Rider Date .......................................................  32
          No Cancellation ..................................................  32
          Termination ......................................................  32
          Minimum Guaranteed Accumulation Benefit Rider ....................  32
          Minimum Guaranteed Income Benefit Rider ..........................  34
          Minimum Guaranteed Withdrawal Benefit Rider ......................  36
          Other Contracts ..................................................  39
          Other Important Provisions .......................................  39
     Withdrawals ...........................................................  39
          Regular Withdrawals ..............................................  39
          Systematic Withdrawals ...........................................  39
          IRA Withdrawals ..................................................  41

GENERATIONS-110929                     i
<PAGE>

--------------------------------------------------------------------------------
                          TABLE OF CONTENTS (CONTINUED)
--------------------------------------------------------------------------------

                                                                            PAGE

     Transfers Among Your Investments ......................................  42
          Transfers by Third Parties .......................................  42
          Dollar Cost Averaging ............................................  43
          Automatic Rebalancing ............................................  44
     Death Benefit Choices .................................................  45
               Death Benefit During the Accumulation Phase .................  45
               Standard Death Benefit ......................................  46
               Enhanced Death Benefit Options ..............................  46
               Earnings Multiplier Benefit Option...........................  49
          Death Benefit During the Income Phase ............................  49
          Continuation After Death- Spouse .................................  49
          Continuation After Death- Non-Spouse .............................  50
          Required Distributions upon Contract Owner's Death ...............  50
     Charges and Fees ......................................................  51
          Charge Deduction Subaccount ......................................  51
          Charges Deducted from the Contract Value .........................  51
               Surrender Charge ............................................  51
               Waiver of Surrender Charge for Extended Medical Coverage ....  52
               Free Withdrawal Amount ......................................  52
               Surrender Charge for Excess Withdrawals .....................  52
               Premium Taxes ...............................................  52
               Administrative Charge .......................................  52
               Transfer Charge .............................................  53
          Charges Deducted from the Subaccounts ............................  53
               Mortality and Expense Risk Charge ...........................  53
               Asset-Based Administrative Charge ...........................  53
               Earnings Multiplier Benefit Charge...........................  53
               Optional Rider Charges ......................................  53
          Trust Expenses ...................................................  54
     The Annuity Options ...................................................  55
          Annuitization of Your Contract ...................................  55
          Selecting the Annuity Start Date .................................  55
          Frequency of Annuity Payments ....................................  56
          The Annuity Options ..............................................  56
               Income for a Fixed Period ...................................  56
               Income for Life with a Period Certain .......................  56
               Joint Life Income ...........................................  56
               Annuity Plan ................................................  56
          Payment When Named Person Dies ...................................  56
     Other Contract Provisions .............................................  57
          Reports to Contract Owners .......................................  57
          Suspension of Payments ...........................................  57
          In Case of Errors in Your Application ............................  57
          Assigning the Contract as Collateral .............................  57
          Contract Changes-Applicable Tax Law ..............................  57
          Free Look ........................................................  57
          Group or Sponsored Arrangements ..................................  58
          Selling the Contract .............................................  58

GENERATIONS-110929                    ii
<PAGE>

--------------------------------------------------------------------------------
                          TABLE OF CONTENTS (CONTINUED)
--------------------------------------------------------------------------------

                                                                            PAGE

     Other Information .....................................................  59
          Voting Rights ....................................................  59
          State Regulation .................................................  59
          Legal Proceedings ................................................  59
          Legal Matters ....................................................  59
          Experts ..........................................................  59
     Federal Tax Considerations ............................................  60
     More Information About Golden American Life Insurance Company .........  67
     Financial Statements of Golden American Life Insurance Company ........  90
     Statement of Additional Information
          Table of Contents ................................................ 117
     Appendix A
          Condensed Financial Information ..................................  A1
     Appendix B
          Market Value Adjustment Examples .................................  B1
     Appendix C
          Surrender Charge for Excess Withdrawals Example ..................  C1
     Appendix D
          Withdrawal Adjustment for 7% Solution Death Benefit Examples .....  D1
     Appendix E
          Death Benefits for Pre-2001 Contract Owners ......................  E1


GENERATIONS-110929                    iii
<PAGE>


                       This page intentionally left blank.

<PAGE>

--------------------------------------------------------------------------------
                             INDEX OF SPECIAL TERMS
--------------------------------------------------------------------------------

The following special terms are used throughout this prospectus. Refer to the
page(s) listed for an explanation of each term:

SPECIAL TERM                                  PAGE
Accumulation Unit                              12
Annuitant                                      27
Annuity Start Date                             26
Cash Surrender Value                           30
Contract Date                                  26
Contract Owner                                 26
Contract Value                                 30
Contract Year                                  26
Earnings Multiplier Benefit                    49
Fixed Interest Allocation                      23
Free Withdrawal Amount                         52
Market Value Adjustment                        25
Max 7 Enhanced Death Benefit                   49
Net Investment Factor                          12
Restricted Fund                                22
Rider Date                                     32
7% Solution Enhanced Death Benefit             48
Special Fund                                   26
Standard Death Benefit                         46

The following terms as used in this prospectus have the same or substituted
meanings as the corresponding terms currently used in the Contract:

TERM USED IN THIS PROSPECTUS            CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value                 Index of Investment Experience
Annuity Start Date                      Annuity Commencement Date
Contract Owner                          Owner or Certificate Owner
Contract Value                          Accumulation Value
Transfer Charge                         Excess Allocation Charge
Fixed Interest Allocation               Fixed Allocation
Free Look Period                        Right to Examine Period
Guaranteed Interest Period              Guarantee Period
Subaccount(s)                           Division(s)
Net Investment Factor                   Experience Factor
Regular Withdrawals                     Conventional Partial Withdrawals
Withdrawals                             Partial Withdrawals

GENERATIONS-110929                    1
<PAGE>

--------------------------------------------------------------------------------
                                FEES AND EXPENSES
--------------------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES*

     Surrender Charge:

     COMPLETE YEARS ELAPSED               0   1   2   3   4   5   6   7   8+
          SINCE PREMIUM PAYMENT
     SURRENDER CHARGE                     8%  7%  6%  5%  4%  3%  2%  1%  0%

     Transfer Charge ..................... $25 per transfer, if you make more
          than 12 transfers in a contract year **

     * If you invested in a Fixed Interest Allocation, a Market Value Adjustment
       may apply to certain transactions. This may increase or decrease your
       contract value and/or your transfer or surrender amount.

    ** We currently do not impose this charge, but may do so in the future.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE*

     Administrative Charge ...........................    $ 30

     (We waive this charge if the total of your premium payments is $100,000 or
     more or if your contract value at the end of a contract year is $100,000 or
     more.)

     * We deduct this charge on each contract anniversary and on surrender.


SEPARATE ACCOUNT ANNUAL CHARGES*

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                               ENHANCED   DEATH   BENEFITS
                                           STANDARD    DEFERRED      ANNUAL
                                        DEATH BENEFIT   RATCHET     RATCHET     7% SOLUTION     MAX 7
-----------------------------------------------------------------------------------------------------
<S>                                         <C>          <C>          <C>          <C>          <C>
Mortality & Expense Risk Charge             1.25%        1.30%        1.50%        1.60%        1.70%
Asset-Based Administrative Charge           0.15%        0.15%        0.15%        0.15%        0.15%
                                            -----        -----        -----        -----        -----
     Total                                  1.40%        1.45%        1.65%        1.75%        1.85%
-----------------------------------------------------------------------------------------------------
</TABLE>

     * As a percentage of average daily assets in each subaccount. The Separate
       Account Annual Charges are deducted daily.

    ** Please see Appendix E for the mortality and expense risk charge
       applicable to Pre-2001 contract owners.

EARNINGS MULTIPLIER BENEFIT RIDER CHARGE*

     Quarterly Charge ................................    0.075% of contract
                                                          value (0.30% annually)

     * We deduct the rider charge from the subaccounts in which you are invested
       on each quarterly contract anniversary and pro rata on termination of the
       Contract; if the value in the subaccounts is insufficient, the rider
       charge will be deducted from the Fixed Interest Allocation(s) nearest
       maturity, and the amount deducted may be subject to a Market Value
       Adjustment.

GENERATIONS-110929                    2
<PAGE>

OPTIONAL RIDER CHARGES*

     Minimum Guaranteed Accumulation Benefit rider:
     Waiting Period            Quarterly Charge
     --------------            ----------------
     10 Year..............     0.125% of the MGAB Charge Base(1)(0.50% annually)
     20 Year..............     0.125% of the MGAB Charge Base   (0.50% annually)

     Minimum Guaranteed Income Benefit rider:
     MGIB Rate                 Quarterly Charge
     ---------                 ----------------
     7%...................     0.125% of the MGIB Charge Base(2)(0.50% annually)

     Minimum Guaranteed Withdrawal Benefit rider:
     Quarterly Charge
     ----------------
     0.125% of the MGWB Eligible Payment Amount(3) (0.50% annually)

     *    We deduct optional rider charges from the subaccounts in which you are
          invested on each quarterly contract anniversary and pro rata on
          termination of the Contract; if the value in the subaccounts is
          insufficient, the optional rider charges will be deducted from the
          Fixed Interest Allocation(s) nearest maturity, and the amount deducted
          may be subject to a Market Value Adjustment.

     (1)  The MGAB Charge Base is the total of premiums added during the two
          year period commencing on the rider date if you purchase the rider on
          the contract date, or, your contract value on the rider date plus
          premiums added during the two year period commencing on the rider date
          if you purchased the rider after the contract date, reduced pro rata
          for all withdrawals taken while the MGAB rider is in effect, and
          reduced pro rata for transfers made during the three year period
          before the MGAB Benefit Date. The MGAB Charge Base is tracked
          separately for Special and Non-Special Funds, based on initial
          allocation of premium (or contract value), subsequent allocation of
          eligible premium, withdrawals and transfers. Withdrawals and transfers
          may reduce the Charge Base by more than the amount withdrawn or
          transferred.

     (2)  The MGIB Charge Base generally depends on the amount of premiums you
          pay during the first five contract years after you purchase the rider,
          when you pay the premiums, less a pro rata deduction for any
          withdrawal made while the MGIB rider is in effect and accumulated at
          the MGIB Rate (7%). The MGIB Charge Base is tracked separately for
          Special and Non-Special Funds, based on initial allocation of premium
          (or contract value), subsequent allocation of eligible premium,
          withdrawals and transfers. Withdrawals and transfers between Special
          and Non-Special Funds may reduce the MGIB Charge Base by more than the
          amount withdrawn or transferred.

     (3)  The MGWB Eligible Payment Amount is (i) the total of premiums paid
          during the 2-year period commencing on the rider date if you purchase
          the rider on the contract date; or (ii) your contract value on the
          rider date plus subsequent premiums paid during the two-year
          period commencing on the rider date.

GENERATIONS-110929                    3
<PAGE>

THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):

--------------------------------------------------------------------------------
                                 MANAGEMENT         OTHER           TOTAL
      PORTFOLIO                    FEE(1)        EXPENSES(2)     EXPENSES(3)
--------------------------------------------------------------------------------
     Liquid Asset                   0.54%           0.01%            0.55%
--------------------------------------------------------------------------------
     Limited Maturity Bond          0.54%           0.01%            0.55%
--------------------------------------------------------------------------------
     Core Bond                      1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
     Fully Managed                  0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Total Return                   0.88%           0.01%            0.89%
--------------------------------------------------------------------------------
     Asset Allocation Growth        1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
     Equity Income                  0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     All Cap                        1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
     Growth and Income              1.10%           0.01%            1.11%
--------------------------------------------------------------------------------
     Real Estate                    0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Value Equity                   0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Investors                      1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
     International Equity           1.25%           0.01%            1.26%
--------------------------------------------------------------------------------
     Rising Dividends               0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Managed Global                 1.25%           0.01%            1.26%
--------------------------------------------------------------------------------
     Large Cap Value                1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
     Hard Assets                    0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Diversified Mid-Cap            1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
     Research                       0.88%           0.01%            0.89%
--------------------------------------------------------------------------------
     Capital Growth                 0.99%           0.01%            1.00%
--------------------------------------------------------------------------------
     Capital Appreciation           0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Small Cap                      0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Mid-Cap Growth                 0.88%           0.01%            0.89%
--------------------------------------------------------------------------------
     Strategic Equity               0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Special Situations             1.10%           0.01%            1.11%
--------------------------------------------------------------------------------
     Growth                         0.99%           0.01%            1.00%
--------------------------------------------------------------------------------
     Developing World               1.75%           0.01%            1.76%
--------------------------------------------------------------------------------
     Internet Tollkeeper            1.85%           0.01%            1.86%
--------------------------------------------------------------------------------

     (1)  Fees decline as the total assets of certain combined portfolios
          increase. See the prospectus for the GCG Trust for more information.

     (2)  Other expenses generally consist of independent trustees fees and
          certain expenses associated with investing in international markets.
          Other expenses are based on actual expenses for the year ended
          December 31, 2000, except for (i) portfolios that commenced operations
          in 2000 and 2001,  and (ii) newly formed portfolios where the charges
          have been estimated.

     (3)  Total Expenses are based on actual expenses for the fiscal year ended
          December 31, 2000.

GENERATIONS-110929                    4
<PAGE>

THE PIMCO VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of a portfolio):

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                            OTHER EXPENSES      TOTAL EXPENSES
                                 MANAGEMENT     SERVICE        OTHER        AFTER EXPENSE       AFTER EXPENSE
PORTFOLIO                            FEE          FEE       EXPENSES(1)    REIMBURSEMENT(2)    REIMBURSEMENT(2)
---------------------------------------------------------------------------------------------------------------
<S>                                 <C>          <C>           <C>              <C>                 <C>
PIMCO High Yield Bond               0.25%        0.15%         0.35%            0.35%               0.75%

PIMCO StocksPLUS Growth and
     Income                         0.40%        0.15%         0.11%            0.10%               0.65%
---------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  "Other Expenses" reflects a 0.35% administrative fee for the High
          Yield Bond Portfolio and a 0.10% administrative fee and 0.01%
          representing organizational expenses and pro rata Trustees' fees for
          the StocksPLUS Growth and Income Portfolio.

     (2)  PIMCO has contractually agreed to reduce total annual portfolio
          operating expenses to the extent they would exceed, due to the payment
          of organizational expenses and Trustees' fees, 0.75% and 0.65% of
          average daily net assets for the PIMCO High Yield Bond and StocksPLUS
          Growth and Income Portfolios, respectively. Without such reductions,
          Total Annual Expenses for the fiscal year ended December 31, 2000
          would have been 0.75% and 0.66% for the PIMCO High Yield Bond and
          StocksPLUS Growth and Income Portfolios, respectively. Under the
          Expense Limitation Agreement, PIMCO may recoup these waivers and
          reimbursements in future periods, not exceeding three years, provided
          total expenses, including such recoupment, do not exceed the annual
          expense limit.

CREDIT SUISSE WARBURG PINCUS TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of the portfolio):

--------------------------------------------------------------------------------
                                         MANAGEMENT      OTHER        TOTAL
PORTFOLIO                                    FEE        EXPENSES   EXPENSES(1)
--------------------------------------------------------------------------------
International Equity                        1.00%        0.31%        1.31%
--------------------------------------------------------------------------------

     (1)  Interest earned on uninvested cash balances is used to offset portions
          of the transfer agent expenses. This arrangement resulted in a
          reduction to the Portfolio's net expense ratio by 0.02% for the year
          ended December 31, 2000. Management Fees, Other Expenses and Total
          Annual Expenses equaled 1.00%, 0.29%, and 1.29%, respectively, after
          reflecting this arrangement.

PILGRIM VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio)(1):

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                              INVESTMENT                         TOTAL               TOTAL NET
                              MANAGEMENT   12B-1      OTHER    PORTFOLIO  WAIVER BY  PORTFOLIO
PORTFOLIO                        FEE        FEE     EXPENSES   EXPENSES   ADVISER(2) EXPENSES
----------------------------------------------------------------------------------------------
<S>                             <C>        <C>        <C>        <C>        <C>        <C>
Pilgrim Global Brand Names      1.00%      0.25%      1.72%      2.97%      1.74%      1.23%
----------------------------------------------------------------------------------------------
</TABLE>

     (1)  The table shows the estimated operating expenses for the Portfolio as
          a ratio of expenses to average daily net assets. These estimates are
          based on the Portfolio's actual operating expenses for its most recent
          complete fiscal year and fee waivers to which the Adviser has agreed
          for the Portfolio.

     (2)  ING Mutual Funds Management Co. LLC, the Portfolio's Investment
          Manager, has entered into a written expense limitation agreement with
          the Portfolio, under which it will limit expenses of the Portfolio,
          excluding interest, taxes, brokerage and extraordinary expenses,
          subject to possible reimbursement to ING Mutual Funds Management Co.
          LLC within three years. The amount of the Portfolio's expenses waived
          or reimbursed during the last fiscal year by ING Mutual Funds
          Management Co. LLC is shown under the heading "Waiver by Adviser." The
          expense limits will continue through at least December 31, 2001.

GENERATIONS-110929                    5
<PAGE>

THE PRUDENTIAL SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily
net assets of the portfolio):

--------------------------------------------------------------------------------
                                 MANAGEMENT    12B-1       OTHER       TOTAL
PORTFOLIO                           FEE       FEE(1)    EXPENSES(2) EXPENSES(2)
--------------------------------------------------------------------------------
Prudential Jennison                 0.60%      0.25%       0.19%       1.04%

SP Jennison International
     Growth                         0.85%      0.25%       0.54%       1.64%
--------------------------------------------------------------------------------

     (1)  The 12b-1 fees for the Prudential Jennison Portfolio and the SP
          Jennison International Growth Portfolio are imposed to enable the
          portfolios to recover certain sales expenses, including compensation
          to broker-dealers, the cost of printing prospectuses for delivery to
          prospective investors and advertising costs for the portfolio. Over a
          long period of time, the total amount of 12b-1 fees paid may exceed
          the amount of sales charges imposed by the product.

     (2)  Since the SP Jennison International Growth Portfolio had not commenced
          operations as of December 31, 1999, expenses as shown are based on
          estimates of the portfolio's operating expenses for the portfolio's
          first fiscal year.

PILGRIM VARIABLE PRODUCTS TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio)(1):

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                         INVESTMENT                               TOTAL                   TOTAL NET
                         MANAGEMENT    SERVICE       OTHER      PORTFOLIO    WAIVER BY    PORTFOLIO
PORTFOLIO                   FEE         FEES      EXPENSES(2)    EXPENSES    ADVISER(3)   EXPENSES
---------------------------------------------------------------------------------------------------
<S>                        <C>          <C>          <C>          <C>          <C>          <C>
Pilgrim VP MagnaCap        0.75%        0.25%        7.15%        8.15%        7.05%        1.10%
---------------------------------------------------------------------------------------------------
Pilgrim VP SmallCap
     Opportunities         0.75%        0.25%        0.23%        1.23%        0.13%        1.10%
---------------------------------------------------------------------------------------------------
Pilgrim VP Growth
     Opportunities         0.75%        0.25%        1.44%        2.44%        1.34%        1.10%
---------------------------------------------------------------------------------------------------
</TABLE>

     (1)  The table shows the estimated operating expenses for Class S shares of
          each Portfolio as a ratio of expenses to average daily net assets.
          These estimates are based on each Portfolio's actual operating
          expenses for Class R shares for the Trust's most recently completed
          fiscal year and fee waivers to which ING Pilgrim Investments, LLC, the
          Portfolios' Adviser, has agreed for each Portfolio.

     (2)  Because Class S shares are new for each Portfolio, the Other Expenses
          for each Portfolio are based on Class R expenses of the Portfolio.

     (3)  ING Pilgrim Investments, LLC has entered into written expense
          limitation agreements with each Portfolio which it advises under which
          it will limit expenses of the Portfolio, excluding interest, taxes,
          brokerage and extraordinary expenses, subject to possible
          reimbursement to ING Pilgrim Investments, LLC within three years. The
          expense limit for each such Portfolio is shown as "Total Net Portfolio
          Expenses." For each Portfolio, the expense limits will continue
          through at least December 31, 2001.

PROFUNDS ANNUAL EXPENSES (as a percentage of the average daily net assets of the
portfolio):

--------------------------------------------------------------------------------
                                 MANAGEMENT    12B-1       OTHER       TOTAL
PORTFOLIO                           FEE         FEE     EXPENSES(2) EXPENSES(2)
--------------------------------------------------------------------------------
ProFund VP Bull                     0.75%      0.25%       0.80%       1.80%
--------------------------------------------------------------------------------
ProFund VP Small-Cap                0.75%      0.25%       0.80%       1.80%
--------------------------------------------------------------------------------
ProFund VP Europe 30(1)             0.75%      0.25%       0.75%       1.75%
--------------------------------------------------------------------------------

     (1)  Management fees and expenses for the ProFund VP Europe 30 are for the
          12-month period ending December 12, 2000.

     (2)  Other expenses for the ProFund VP Bull and ProFund VP Small-Cap are
          estimates as these ProFund Portfolios had not commenced operations as
          of December 31, 2000.

GENERATIONS-110929                    6
<PAGE>

The purpose of the foregoing tables is to help you understand the various costs
and expenses that you will bear directly and indirectly. See the prospectuses of
the GCG Trust, the PIMCO Variable Insurance Trust, Credit Suisse Warburg Pincus
Trust, Pilgrim Variable Insurance Trust, the Prudential Series Fund, the Pilgrim
Variable Products Trust, and the ProFunds for additional information on
management or advisory fees and in some cases on other portfolio expenses.

Premium taxes (which currently range from 0% to 3.5% of premium payments) may
apply, but are not reflected in the tables above or in the examples below.

EXAMPLES:  The following four examples are designed to show you the expenses you
would pay on a $1,000  investment,  that earns 5%  annually if you are a Yr-2001
contract  owner.  Each  example  assumes  election  of the Max 7 Enhanced  Death
Benefit.  The examples  reflect the  deduction  of a mortality  and expense risk
charge,  an  asset-based   administrative   charge,   and  the  annual  contract
administrative  charge  as an  annual  charge  of 0.05% of  assets  (based on an
average contract value of $60,000). Examples 1 and 2 also assume you elected the
earnings  multiplier  benefit rider with a charge of 0.30% of the contract value
annually.  In addition,  Examples 1 and 2 assume you elected an optional benefit
rider with the highest  cost,  an assumed  charge of 0.75%  annually,  where the
rider base is equal to the initial premium and increases by 7% annually, and the
rider charge is assessed each quarter on a base equal to the hypothetical $1,000
premium  increasing  at 7% per year.  The assumed  annual  rider charge of 0.75%
results from the assumption of a 7% annual increase in the rider base but only a
5%  earnings  increase  in the  contract  value  before  expenses.  Thus,  0.75%
represents  an annual  charge over the 10-year  period which is  equivalent to a
charge of 0.125% of rider base per quarter  over the same  period.  Each example
also assumes that any applicable expense  reimbursements of underlying portfolio
expenses will continue for the periods shown. If the Standard Death Benefit, the
Deferred  Ratchet  Enhanced  Death Benefit,  the Annual  Ratchet  Enhanced Death
Benefit or 7% Solution  Enhanced  Death Benefit is elected  instead of the Max 7
Enhanced  Death Benefit used in the examples,  the actual  expenses will be less
than those represented in the examples. Note that surrender charges may apply if
you choose to annuitize  your Contract  within the first 5 contract  years,  and
under certain  circumstances,  within the first 8 contract  years.  Thus, in the
event you annuitize your Contract under  circumstances which require a surrender
charge,  you should  refer to  Examples 1 and 3 below  which  assume  applicable
surrender charges.

Please see Appendix E for expense examples applicable to Pre-2001 contract
owners.

GENERATIONS-110929                    7
<PAGE>

Example 1:
If you surrender your Contract at the end of the applicable time period and
elected both the earnings multiplier benefit rider and another optional benefit
rider with the highest charge, you would pay the following expenses for each
$1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $115     $167      $222      $377
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $115     $167      $222      $377
--------------------------------------------------------------------------------
     Core Bond                             $120     $181      $243      $417
--------------------------------------------------------------------------------
     Fully Managed                         $119     $179      $240      $412
--------------------------------------------------------------------------------
     Total Return                          $119     $177      $238      $407
--------------------------------------------------------------------------------
     Asset Allocation Growth               $120     $181      $243      $417
--------------------------------------------------------------------------------
     Equity Income                         $119     $179      $240      $412
--------------------------------------------------------------------------------
     All Cap                               $120     $181      $243      $417
--------------------------------------------------------------------------------
     Growth and Income                     $121     $184      $248      $426
--------------------------------------------------------------------------------
     Real Estate                           $119     $179      $240      $412
--------------------------------------------------------------------------------
     Value Equity                          $119     $179      $240      $412
--------------------------------------------------------------------------------
     Investors                             $120     $181      $243      $417
--------------------------------------------------------------------------------
     International Equity                  $122     $188      $255      $438
--------------------------------------------------------------------------------
     Rising Dividends                      $119     $179      $240      $412
--------------------------------------------------------------------------------
     Managed Global                        $122     $188      $255      $438
--------------------------------------------------------------------------------
     Large Cap Value                       $120     $181      $243      $417
--------------------------------------------------------------------------------
     Hard Assets                           $119     $179      $240      $412
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $120     $181      $243      $417
--------------------------------------------------------------------------------
     Research                              $119     $177      $238      $407
--------------------------------------------------------------------------------
     Capital Growth                        $120     $180      $243      $416
--------------------------------------------------------------------------------
     Capital Appreciation                  $119     $179      $240      $412
--------------------------------------------------------------------------------
     Small Cap                             $119     $179      $240      $412
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $119     $177      $238      $407
--------------------------------------------------------------------------------
     Strategic Equity                      $119     $179      $240      $412
--------------------------------------------------------------------------------
     Special Situations                    $121     $184      $248      $426
--------------------------------------------------------------------------------
     Growth                                $120     $180      $243      $416
--------------------------------------------------------------------------------
     Developing World                      $127     $202      $277      $478
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $128     $205      $282      $486
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $117     $173      $231      $395
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $116     $170      $226      $386
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG    PINCUS TRUST
     International Equity                  $120     $182      $246      $421

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $122     $187      $253      $436
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $120     $182      $245      $420
--------------------------------------------------------------------------------
     SP Jennison International Growth      $126     $199      $272      $469
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $121     $183      $247      $425
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $121     $183      $247      $425
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $121     $183      $247      $425

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $128     $203      $279      $481
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $128     $203      $279      $481
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $127     $202      $277      $477
--------------------------------------------------------------------------------

GENERATIONS-110929                    8
<PAGE>

Example 2:
If you do not surrender your Contract at the end of the applicable time period
and elected both the earnings multiplier benefit rider and another optional
benefit rider with the highest charge, you would pay the following expenses for
each $1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $ 35     $107      $182      $377
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $ 35     $107      $182      $377
--------------------------------------------------------------------------------
     Core Bond                             $ 40     $121      $203      $417
--------------------------------------------------------------------------------
     Fully Managed                         $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Total Return                          $ 39     $117      $198      $407
--------------------------------------------------------------------------------
     Asset Allocation Growth               $ 40     $121      $203      $417
--------------------------------------------------------------------------------
     Equity Income                         $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     All Cap                               $ 40     $121      $203      $417
--------------------------------------------------------------------------------
     Growth and Income                     $ 41     $124      $208      $426
--------------------------------------------------------------------------------
     Real Estate                           $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Value Equity                          $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Investors                             $ 40     $121      $203      $417
--------------------------------------------------------------------------------
     International Equity                  $ 42     $128      $215      $438
--------------------------------------------------------------------------------
     Rising Dividends                      $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Managed Global                        $ 42     $128      $215      $438
--------------------------------------------------------------------------------
     Large Cap Value                       $ 40     $121      $203      $417
--------------------------------------------------------------------------------
     Hard Assets                           $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $ 40     $121      $203      $417
--------------------------------------------------------------------------------
     Research                              $ 39     $117      $198      $407
--------------------------------------------------------------------------------
     Capital Growth                        $ 40     $120      $203      $416
--------------------------------------------------------------------------------
     Capital Appreciation                  $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Small Cap                             $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $ 39     $117      $198      $407
--------------------------------------------------------------------------------
     Strategic Equity                      $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Special Situations                    $ 41     $124      $208      $426
--------------------------------------------------------------------------------
     Growth                                $ 40     $120      $203      $416
--------------------------------------------------------------------------------
     Developing World                      $ 47     $142      $237      $478
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $ 48     $145      $242      $486
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $ 37     $113      $191      $395
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $ 36     $110      $186      $386
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG PINCUS TRUST
     International Equity                  $ 40     $122      $206      $421

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $ 42     $127      $213      $436
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $ 40     $122      $205      $420
--------------------------------------------------------------------------------
     SP Jennison International Growth      $ 46     $139      $232      $469
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $ 41     $123      $207      $425
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $ 41     $123      $207      $425
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $ 41     $123      $207      $425

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $ 48     $143      $239      $481
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $ 48     $143      $239      $481
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $ 47     $142      $237      $477
--------------------------------------------------------------------------------

GENERATIONS-110929                    9
<PAGE>

Example 3:
If you surrender your Contract at the end of the applicable time period and did
not elect the earnings multiplier benefit rider or any other optional benefit
rider, you would pay the following expenses for each $1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $105     $136      $171      $279
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $105     $136      $171      $279
--------------------------------------------------------------------------------
     Core Bond                             $109     $150      $193      $323
--------------------------------------------------------------------------------
     Fully Managed                         $109     $148      $190      $318
--------------------------------------------------------------------------------
     Total Return                          $108     $147      $187      $312
--------------------------------------------------------------------------------
     Asset Allocation Growth               $109     $150      $193      $323
--------------------------------------------------------------------------------
     Equity Income                         $109     $148      $190      $318
--------------------------------------------------------------------------------
     All Cap                               $109     $150      $193      $323
--------------------------------------------------------------------------------
     Growth and Income                     $110     $153      $198      $333
--------------------------------------------------------------------------------
     Real Estate                           $109     $148      $190      $318
--------------------------------------------------------------------------------
     Value Equity                          $109     $148      $190      $318
--------------------------------------------------------------------------------
     Investors                             $109     $150      $193      $323
--------------------------------------------------------------------------------
     International Equity                  $112     $157      $205      $347
--------------------------------------------------------------------------------
     Rising Dividends                      $109     $148      $190      $318
--------------------------------------------------------------------------------
     Managed Global                        $112     $157      $205      $347
--------------------------------------------------------------------------------
     Large Cap Value                       $109     $150      $193      $323
--------------------------------------------------------------------------------
     Hard Assets                           $109     $148      $190      $318
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $109     $150      $193      $323
--------------------------------------------------------------------------------
     Research                              $108     $147      $187      $312
--------------------------------------------------------------------------------
     Capital Growth                        $109     $150      $193      $322
--------------------------------------------------------------------------------
     Capital Appreciation                  $109     $148      $190      $318
--------------------------------------------------------------------------------
     Small Cap                             $109     $148      $190      $318
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $108     $147      $187      $312
--------------------------------------------------------------------------------
     Strategic Equity                      $109     $148      $190      $318
--------------------------------------------------------------------------------
     Special Situations                    $110     $153      $198      $333
--------------------------------------------------------------------------------
     Growth                                $109     $150      $193      $322
--------------------------------------------------------------------------------
     Developing World                      $117     $172      $229      $391
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $118     $175      $234      $400
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $107     $142      $181      $298
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $106     $139      $176      $289
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG PINCUS TRUST
     International Equity                  $112     $159      $208      $351

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $112     $157      $204      $344
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $110     $151      $195      $326
--------------------------------------------------------------------------------
     SP Jennison International Growth      $116     $169      $224      $381
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $110     $153      $198      $332
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $110     $153      $198      $332
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $110     $153      $198      $332

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $117     $173      $231      $395
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $117     $173      $231      $395
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $117     $172      $229      $391
--------------------------------------------------------------------------------

GENERATIONS-110929                    10
<PAGE>

Example 4:
If you do not surrender your Contract at the end of the applicable time period
and did not elect the earnings multiplier benefit rider or any other optional
benefit rider, you would pay the following expenses for each $1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $ 25     $ 76      $131      $279
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $ 25     $ 76      $131      $279
--------------------------------------------------------------------------------
     Core Bond                             $ 29     $ 90      $153      $323
--------------------------------------------------------------------------------
     Fully Managed                         $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Total Return                          $ 28     $ 87      $147      $312
--------------------------------------------------------------------------------
     Asset Allocation Growth               $ 29     $ 90      $153      $323
--------------------------------------------------------------------------------
     Equity Income                         $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     All Cap                               $ 29     $ 90      $153      $323
--------------------------------------------------------------------------------
     Growth and Income                     $ 30     $ 93      $158      $333
--------------------------------------------------------------------------------
     Real Estate                           $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Value Equity                          $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Investors                             $ 29     $ 90      $153      $323
--------------------------------------------------------------------------------
     International Equity                  $ 32     $ 97      $165      $347
--------------------------------------------------------------------------------
     Rising Dividends                      $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Managed Global                        $ 32     $ 97      $165      $347
--------------------------------------------------------------------------------
     Large Cap Value                       $ 29     $ 90      $153      $323
--------------------------------------------------------------------------------
     Hard Assets                           $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $ 29     $ 90      $153      $323
--------------------------------------------------------------------------------
     Research                              $ 28     $ 87      $147      $312
--------------------------------------------------------------------------------
     Capital Growth                        $ 29     $ 90      $153      $322
--------------------------------------------------------------------------------
     Capital Appreciation                  $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Small Cap                             $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $ 28     $ 87      $147      $312
--------------------------------------------------------------------------------
     Strategic Equity                      $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Special Situations                    $ 30     $ 93      $158      $333
--------------------------------------------------------------------------------
     Growth                                $ 29     $ 90      $153      $322
--------------------------------------------------------------------------------
     Developing World                      $ 37     $112      $189      $391
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $ 38     $115      $194      $400
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $ 27     $ 82      $141      $298
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $ 26     $ 79      $136      $289
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG    PINCUS TRUST
     International Equity                  $ 32     $ 99      $168      $351

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $ 32     $ 97      $164      $344
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $ 30     $ 91      $155      $326
--------------------------------------------------------------------------------
     SP Jennison International Growth      $ 36     $109      $184      $381
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $ 30     $ 93      $158      $332
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $ 30     $ 93      $158      $332
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $ 30     $ 93      $158      $332

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $ 37     $113      $191      $395
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $ 37     $113      $191      $395
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $ 37     $112      $189      $391
--------------------------------------------------------------------------------

GENERATIONS-110929                    11
<PAGE>

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN SUBJECT TO THE
TERMS OF YOUR CONTRACT.

Compensation is paid for the sale of the Contracts. For information about this
compensation, see "Selling the Contract."


--------------------------------------------------------------------------------
                             PERFORMANCE INFORMATION
--------------------------------------------------------------------------------

ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each subaccount
of Separate Account B has its own accumulation unit value. The accumulation
units are valued each business day that the New York Stock Exchange is open for
trading. Their values may increase or decrease from day to day according to a
Net Investment Factor, which is primarily based on the investment performance of
the applicable investment portfolio. Shares in the investment portfolios are
valued at their net asset value.

THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects certain charges
under the Contract and the investment performance of the subaccount. The Net
Investment Factor is calculated for each subaccount as follows:

     1)   We take the net asset value of the subaccount at the end of each
          business day.

     2)   We add to (1) the amount of any dividend or capital gains distribution
          declared for the subaccount and reinvested in such subaccount. We
          subtract from that amount a charge for our taxes, if any.

     3)   We divide (2) by the net asset value of the subaccount at the end of
          the preceding business day.

     4)   We then subtract the applicable daily mortality and expense risk
          charge and the daily asset-based administrative charge from the
          subaccount.

Calculations for the subaccounts are made on a per share basis.

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each subaccount of
Golden American Separate Account B offered in this prospectus and (ii) the total
investment value history of each such subaccount are presented in Appendix A --
Condensed Financial Information -- Pre-2001 only, since Yr-2001 contracts were
not issued in prior years. In the future, we will present sets of tables for
each category to reflect the varying death benefits and mortality and expense
risk charges, which affect the accumulation unit values.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the year ended
December 31, 2000 are included in the Statement of Additional Information. The
audited consolidated financial statements of Golden American for the years ended
December 31, 2000, 1999 and 1998 and unauditied financial statements of Golden
American for the six month periods ending June 30, 2001 and 2000 are included
in this prospectus.

PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract owners
performance information for the subaccounts of Separate Account B, including the
average annual total return performance, yields and other nonstandard measures
of performance. Such performance data will be computed, or accompanied by
performance data computed, in accordance with standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the subaccounts
will be based on all investment income per unit (contract value divided by the
accumulation unit) earned during a given 30-day

GENERATIONS-110929                     12
<PAGE>

period, less expenses accrued during such period. Information on standard total
average annual return performance will include average annual rates of total
return for 1, 5 and 10 year periods, or lesser periods depending on how long
Separate Account B has been investing in the portfolio. We may show other total
returns for periods of less than one year. Total return figures will be based on
the actual historic performance of the subaccounts of Separate Account B,
assuming an investment at the beginning of the period when the separate account
first invested in the portfolio. Withdrawal of the investment at the end of the
period, adjusted to reflect the deduction of all applicable portfolio and
current contract charges. We may also show rates of total return on amounts
invested at the beginning of the period with no withdrawal at the end of the
period. Total return figures which assume no withdrawals at the end of the
period will reflect all recurring charges, but will not reflect the surrender
charge. In addition, we may present historic performance data for the investment
portfolios since their inception reduced by some or all of the fees and charges
under the Contract. Such adjusted historic performance includes data that
precedes the inception dates of the subaccounts of Separate Account B. This data
is designed to show the performance that would have resulted if the Contract had
been in existence before the separate account began investing in the portfolios.

Current yield for the Liquid Asset subaccount is based on income received by a
hypothetical investment over a given 7-day period, less expenses accrued, and
then "annualized" (i.e., assuming that the 7-day yield would be received for 52
weeks). We calculate "effective yield" for the Liquid Asset subaccount in a
manner similar to that used to calculate yield, but when annualized, the income
earned by the investment is assumed to be reinvested. The "effective yield" will
thus be slightly higher than the "yield" because of the compounding effect of
earnings. We calculate quotations of yield for the remaining subaccounts on all
investment income per accumulation unit earned during a given 30-day period,
after subtracting fees and expenses accrued during the period, assuming no
surrender.

We may compare performance information for a subaccount to: (i) the Standard &
Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market
Institutional Averages, or any other applicable market indices, (ii) other
variable annuity separate accounts or other investment products tracked by
Lipper Analytical Services (a widely used independent research firm which ranks
mutual funds and other investment companies), or any other rating service, and
(iii) the Consumer Price Index (measure for inflation) to determine the real
rate of return of an investment in the Contract. Our reports and promotional
literature may also contain other information including the ranking of any
subaccount based on rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services or by similar rating
services.

Performance information reflects only the performance of a hypothetical contract
and should be considered in light of other factors, including the investment
objective of the investment portfolio and market conditions. Please keep in mind
that past performance is not a guarantee of future results.


--------------------------------------------------------------------------------
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

Golden American Life Insurance Company is a Delaware stock life insurance
company, which was originally incorporated in Minnesota on January 2, 1973.
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. ("Equitable of Iowa"). Equitable of Iowa is a wholly owned subsidiary of
ING Groep N.V. ("ING"), a global financial services holding company based in The
Netherlands. Golden American is authorized to sell insurance and annuities in
all states, except New York, and the District of Columbia. In May 1996, Golden
American established a subsidiary, First Golden American Life Insurance Company
of New York, which is authorized to sell annuities in New York and Delaware.
Golden American's consolidated financial statements appear in this prospectus.


Equitable of Iowa is the holding company for Golden American, Directed Services,
Inc.,  the  investment  manager  of the GCG  Trust  and the  distributor  of the
Contracts,  and other interests.  ING also owns ING Pilgrim  Investments,  LLC a
portfolio  manager of the GCG Trust, and the investment  manager of the Pilgrim
Variable  Insurance Trust and the Pilgrim Variable Products Trust. ING also owns
Baring  International

GENERATIONS-110929                     13
<PAGE>

Investment Limited, another portfolio manager of the GCG Trust and ING
Investment Management Advisors B.V., a portfolio manager of the Pilgrim Variable
Insurance Trust.


Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.


--------------------------------------------------------------------------------
                                   THE TRUSTS
--------------------------------------------------------------------------------

The GCG Trust is a mutual fund whose shares are offered to separate accounts
funding variable annuity and variable life insurance policies offered by Golden
American and other affiliated insurance companies. The GCG Trust may also sell
its shares to separate accounts of insurance companies not affiliated with
Golden American. Pending SEC approval, shares of the GCG Trust may also be sold
to certain qualified pension and retirement plans. The address of the GCG Trust
is 1475 Dunwoody Drive, West Chester, PA 19380.

The PIMCO Variable Insurance Trust is also a mutual fund whose shares are
available to separate accounts of insurance companies, including Golden
American, for both variable annuity contracts and variable life insurance
policies and to qualified pension and retirement plans. The address of the PIMCO
Variable Insurance Trust is 840 Newport Center Drive, Suite 300, Newport Beach,
CA 92660.

The Credit Suisse Warburg Pincus Trust (formerly the Warburg Pincus Trust) is
also a mutual fund whose shares are available to separate accounts of life
insurance companies, including Golden American and Equitable Life Insurance
Company of Iowa, and to certain qualified and retirement plans. The address of
the Credit Suisse Warburg Pincus Trust is 153 East 53rd Street, New York, NY
10022.

The Pilgrim Variable Insurance Trust (formerly the ING Variable Insurance Trust)
is also a mutual fund whose shares are offered to separate accounts funding
variable annuity contracts offered by Golden American and other insurance
companies, both affiliated and unaffiliated with Golden American. The address of
Pilgrim Variable Insurance Trust is 40 North Central Avenue, Suite 1200,
Phoenix, AZ 85004.

The Prudential Series Fund, Inc. is also a mutual fund whose shares are
available to separate accounts funding variable annuity and variable life
insurance polices offered by The Prudential Insurance Company of America, its
affiliated insurers and other life insurance companies not affiliated with
Prudential, including Golden American. The address of the Prudential Series Fund
is 751 Broad Street, Newark, NJ 07102.

The Pilgrim Variable Products Trust is also a mutual fund whose shares are
offered to separate accounts funding variable annuity contracts offered by
Golden American and other insurance companies, both affiliated and unaffiliated
with Golden American. The address of Pilgrim Variable Products Trust is 40 North
Central Avenue, Suite 1200, Phoenix, AZ 85004.

The ProFunds is also a mutual fund whose shares are offered to separate accounts
funding variable annuity contracts offered by Golden American and other
insurance companies, both affiliated and unaffiliated with Golden American. The
address of ProFunds is 3435 Stelzer Road, Suite 1000, PO Box 182100, Columbus,
OH 43218-2000.

In the event that, due to differences in tax treatment or other considerations,
the interests of contract owners of various contracts participating in the
Trusts conflict, we, the Boards of Trustees of the GCG Trust, the PIMCO Variable
Insurance Trust, the Credit Suisse Warburg Pincus Trust, the Pilgrim Variable
Insurance Trust, the Pilgrim Variable Products Trust, ProFunds, the Board of
Directors of the Prudential Series Fund, and the management of Directed
Services, Inc., Pacific Investment Management Company, Credit Suisse Asset
Management, LLC, The Prudential Insurance Company
of America, ING Pilgrim Investments, LLC, ProFunds Advisors LLC and any other
insurance companies participating in the Trusts will monitor events to identify
and resolve any material conflicts that may arise.

YOU WILL FIND MORE DETAILED INFORMATION ABOUT THE GCG TRUST, THE PIMCO VARIABLE
INSURANCE TRUST, THE CREDIT SUISSE WARBURG PINCUS TRUST, THE PILGRIM VARIABLE
INSURANCE TRUST, THE PRUDENTIAL SERIES FUND, THE PILGRIM VARIABLE PRODUCTS
TRUST, AND PROFUNDS IN THE ACCOMPANYING PROSPECTUS FOR EACH TRUST. YOU SHOULD
READ THEM CAREFULLY BEFORE INVESTING.


GENERATIONS-110929                     14
<PAGE>

--------------------------------------------------------------------------------
                       GOLDEN AMERICAN SEPARATE ACCOUNT B
--------------------------------------------------------------------------------

Golden American Separate Account B ("Separate Account B") was established as a
separate account of the Company on July 14, 1988. It is registered with the SEC
as a unit investment trust under the Investment Company Act of 1940 as amended
(the "1940 Act"). Separate Account B is a separate investment account used for
our variable annuity contracts. We own all the assets in Separate Account B but
such assets are kept separate from our other accounts.

Separate Account B is divided into subaccounts. Each subaccount invests
exclusively in shares of one investment portfolio of the GCG Trust, the PIMCO
Variable Insurance Trust, the Credit Suisse Warburg Pincus Trust, the Pilgrim
Variable Insurance Trust, the Prudential Series Fund, the Pilgrim Variable
Products Trust or the ProFunds. Each investment portfolio has its own distinct
investment objectives and policies. Income, gains and losses, realized or
unrealized, of a portfolio are credited to or charged against the corresponding
subaccount of Separate Account B without regard to any other income, gains or
losses of the Company. Assets equal to the reserves and other contract
liabilities with respect to each are not chargeable with liabilities arising out
of any other business of the Company. They may, however, be subject to
liabilities arising from subaccounts whose assets we attribute to other variable
annuity contracts supported by Separate Account B. If the assets in Separate
Account B exceed the required reserves and other liabilities, we may transfer
the excess to our general account. We are obligated to pay all benefits and make
all payments provided under the Contracts.

PROPOSED SUBSTITUTION. In an ongoing effort to consolidate the variable
operations of the various ING insurance companies, Golden American and certain
of its affiliates filed an application with the SEC requesting permission via an
order to substitute shares of the International Equity Fund of the Credit Suisse
Warburg Pincus Trust (the "Credit Suisse Fund") with shares of the International
Equity Series of the GCG Trust (the "Substitution"). The International Equity
Series of the GCG Trust was created with this Substitution in mind and will not
be available for investment until the Substitution takes place.The International
Equity Series of the GCG Trust is similar to the Credit Suisse Fund. We
anticipate that the Substitution will reduce operating expenses and, due to a
broader scope of availability for the GCG Trust in other variable contracts,
create larger economies of scale from which a further reduction of expenses is
anticipated. Contract holders will benefit directly from any reduction of Trust
expenses. CONTRACT HOLDERS WILL NOT BEAR ANY EXPENSE ASSOCIATED WITH THE
SUBSTITUTION.

Upon obtaining the requested order for substitution from the SEC, and subject to
any required prior approval by applicable insurance authorities, Golden American
and its affiliates will effect the Substitution by simultaneously placing an
order for each subaccount investing in the Credit Suisse Fund to redeem the
shares of that fund and an order for each such subaccount to purchase shares of
the International Equity Series of the GCG Trust. Within five days after the
Substitution, our Customer Service Center will send affected contract holders
notice that the Substitution has been completed.

NOTE: We currently offer other variable annuity contracts that invest in
Separate Account B but are not discussed in this prospectus. Separate Account B
may also invest in other investment portfolios which are not available under
your Contract. Under certain circumstances, we may make certain changes to the
subaccounts. For more information, see "The Annuity Contract -- Addition,
Deletion, or Substitution of Subaccounts and Other Changes."

GENERATIONS-110929                     15
<PAGE>

--------------------------------------------------------------------------------
                            THE INVESTMENT PORTFOLIOS
--------------------------------------------------------------------------------

During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section below.
YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO ANY INVESTMENT
PORTFOLIO, AND YOU MAY LOSE YOUR PRINCIPAL.

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio will meet its
investment objectives. Meeting objectives depends on various factors, including,
in certain cases, how well the portfolio managers anticipate changing economic
and market conditions. Separate Account B also has other subaccounts investing
in other portfolios which are not available to the Contract described in this
prospectus. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS IN THE PROSPECTUSES FOR THE GCG TRUST, THE PIMCO VARIABLE INSURANCE
TRUST, THE CREDIT SUISSE WARBURG PINCUS TRUST, PILGRIM VARIABLE INSURANCE TRUST,
THE PRUDENTIAL SERIES FUND, PILGRIM VARIABLE PRODUCTS TRUST AND THE PROFUNDS.
YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
THE GCG TRUST
<S>                       <C>
Liquid Asset              Seeks high level of current income consistent with the
                          preservation of capital and liquidity.

                          Invests primarily in obligations of the U.S. Government and
                          its agencies and instrumentalities, bank obligations,
                          commercial paper and short-term corporate debt securities.
                          All securities will mature in less than one year.
                          ------------------------------------------------------------

Limited Maturity Bond     Seeks highest current income consistent with low risk to
                          principal and liquidity. Also seeks to enhance its total
                          return through capital appreciation when market factors,
                          such as falling interest rates and rising bond prices,
                          indicate that capital appreciation may be available without
                          significant risk to principal.

                          Invests primarily in diversified limited maturity debt
                          securities with average maturity dates of five years or
                          shorter and in no cases more than seven years.
                          ------------------------------------------------------------

Core Bond (formerly       Seeks maximum total return, consistent with preservation of
   Global Fixed Income)   capital and prudent investment management.

                          Invests primarily in a diversified portfolio of fixed income
                          instruments of varying maturities. The average portfolio
                          duration of the Portfolio normally varies within a three- to
                          six-year timeframe.
                          ------------------------------------------------------------

Fully Managed             Seeks, over the long term, a high total investment return
                          consistent with the preservation of capital and with prudent
                          investment risk.

                          Invests primarily in the common stocks of established
                          companies believed by the portfolio manager to have
                          above-average potential for capital growth.
                          ------------------------------------------------------------

Total Return              Seeks above-average income (compared to a portfolio entirely
                          invested in equity securities) consistent with the prudent
                          employment of capital. Growth of capital and income is a
                          secondary goal.

                          Invests primarily in a combination of equity and fixed
                          income securities.
                          ------------------------------------------------------------

GENERATIONS-110929                           16
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
<S>                       <C>
Asset Allocation Growth   Seeks to maximize total return over the long-term by
                          allocating assets among stocks, bonds, short-term
                          instruments and other investments.

                          Allocates investments primarily in a neutral mix over time
                          of 70% of its assets in stocks, 25% of its assets in bonds,
                          and 5% of its assets in short-term and money market
                          investments.
                          ------------------------------------------------------------

Equity Income             Seeks substantial dividend income as well as long-term
                          growth of capital.

                          Invests primarily in common stocks of well established
                          companies paying above-average dividends.
                          ------------------------------------------------------------

All Cap                   Seeks capital appreciation through investment in securities
                          which the portfolio manager believes have above-average
                          capital appreciation potential.

                          Invests primarily in equity securities of U.S. companies of
                          any size.
                          ------------------------------------------------------------

Growth and Income         Seeks long-term capital growth and current income.

                          Normally invests up to 75% of its assets in equity
                          securities selected primarily for their growth potential and
                          at least 25% of its assets in securities the portfolio
                          manager believes have income potential.
                          ------------------------------------------------------------

Real Estate               Seeks capital appreciation. Current income is a secondary
                          objective.

                          Invests primarily in publicly traded real estate equity
                          securities.
                          ------------------------------------------------------------

Value Equity              Seeks capital appreciation. Dividend income is a secondary
                          objective.

                          Invests primarily in common stocks of domestic and foreign
                          issuers which meet quantitative standards relating to
                          financial soundness and high intrinsic value relative to
                          price.
                          ------------------------------------------------------------

Investors                 Seeks long-term growth of capital. Current income is a
                          secondary objective.

                          Invests primarily in equity securities of U.S. companies and
                          to a lesser degree, debt securities.
                          ------------------------------------------------------------

International Equity      Seeks long-term growth of capital.
   (not currently
   available)             Invests at least 65% of its net assets in equity securities
                          of issuers located in countries outside of the United States.
                          The Portfolio generally invests at least 75% of its total
                          assets in common and preferred stocks, warrants and
                          convertible securities.
                          ------------------------------------------------------------

Rising Dividends          Seeks capital appreciation. A secondary objective is
                          dividend income.

                          Invests in equity securities that meet the following quality
                          criteria: regular dividend increases; 35% of earnings
                          reinvested annually; and a credit rating of "A" to "AAA."
                          ------------------------------------------------------------

Managed Global            Seeks capital appreciation. Current income is only an
                          incidental consideration.

                          Invests primarily in common stocks traded in securities
                          markets throughout the world.
                          ------------------------------------------------------------

GENERATIONS-110929                     17
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
<S>                       <C>
Large Cap Value           Seeks long-term growth of capital and income.

                          Invests primarily in equity and equity-related securities of
                          companies with market capitalization greater than $1 billion.
                          ------------------------------------------------------------

Hard Assets               Seeks long-term capital appreciation.

                          Invests primarily in hard asset securities. Hard asset
                          companies produce a commodity which the portfolio manager is
                          able to price on a daily or weekly basis.
                          ------------------------------------------------------------

Diversified Mid-Cap       Seeks long-term capital growth.

                          Normally invests at least 65% of its total assets in common
                          stocks of companies with medium market capitalizations.
                          ------------------------------------------------------------

Research                  Seeks long-term growth of capital and future income.

                          Invests primarily in common stocks or securities convertible
                          into common stocks of companies believed to have better than
                          average prospects for long-term growth.
                          ------------------------------------------------------------

Capital Growth            Seeks long-term total return.

                          Invests primarily in common stocks of companies where the
                          potential for change (earnings acceleration) is significant.
                          ------------------------------------------------------------

Capital Appreciation      Seeks long-term capital growth.

                          Invests primarily in equity securities believed by the
                          portfolio manager to be undervalued.
                          ------------------------------------------------------------

Small Cap                 Seeks long-term capital appreciation.

                          Invests primarily in equity securities of companies that
                          have a total market capitalization within the range of
                          companies in the Russell 2000 Growth Index or the Standard
                          & Poor's Small-Cap 600 Index.
                          ------------------------------------------------------------

Mid-Cap Growth            Seeks long-term growth of capital.

                          Invests primarily in equity securities of companies with
                          medium market capitalization which the portfolio manager
                          believes have above-average growth potential.
                          ------------------------------------------------------------

Strategic Equity          Seeks capital appreciation.

                          Invests primarily in common stocks of medium- and
                          small-sized companies.
                          ------------------------------------------------------------

Special Situations        Seeks capital appreciation.

                          Invests primarily in common stocks selected for their capital
                          appreciation potential. The Portfolio emphasizes "special
                          situation" companies that the portfolio manager believes have
                          been overlooked or undervalued by other investors.
                          ------------------------------------------------------------

Growth                    Seeks capital appreciation.

                          Invests primarily in common stocks of growth companies that
                          have favorable relationships between price/earnings ratios
                          and growth rates in sectors offering the potential for
                          above-average returns.
                          ------------------------------------------------------------

GENERATIONS-110929                     18
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
<S>                       <C>
Developing World          Seeks capital appreciation.

                          Invests primarily in equity securities of companies in
                          developing or emerging countries.
                          ------------------------------------------------------------

Internet Tollkeeper       Seeks long-term growth of capital.

                          Invests primarily in equity securities of "Internet
                          Tollkeeper" companies, which are companies in sectors which
                          provide access, infrastructure, content and services to
                          Internet companies and customers, and which have developed,
                          or are seeking to develop predictable, sustainable or
                          recurring revenue by increasing "traffic," or customers and
                          sales, and raising "tolls," or prices in connection with the
                          growth of the Internet.
                          ------------------------------------------------------------

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond     Seeks to maximize total return, consistent with preservation
                          of capital and prudent investment management.

                          Invests at least 65% of its assets in a diversified
                          portfolio of junk bonds rated at least B by Moody's Investor
                          Services, Inc. or Standard & Poor's or, if unrated,
                          determined by the portfolio manager to be of comparable
                          quality.
                          ------------------------------------------------------------

PIMCO StocksPLUS          Seeks to achieve a total return which exceeds the total
   Growth and Income      return performance of the Standard & Poor's 500 Stock Index.

                          Invests primarily in common stocks, options, futures,
                          options on futures and swaps.
                          ------------------------------------------------------------

PILGRIM VARIABLE INSURANCE TRUST (formerly ING Variable Insurance Trust)
Pilgrim Global Brand      Seeks to provide investors with long-term capital
   Names Fund (formerly   appreciation.
   ING Global Brand
   Names Fund)            Invests at least 65% of its total assets in equity
                          securities of companiesthat have a well recognized
                          franchise, a global presence and derive most of their
                          revenues from sales of consumer goods.
                          ------------------------------------------------------------

THE PRUDENTIAL SERIES FUND
Prudential Jennison       Seeks long-term growth of capital.

                          Invests primarily in companies that have shown growth in
                          earnings and sales, high return on equity and assets or
                          other strong financial data and are also attractively valued
                          in the opinion of themanager. Dividend income from
                          investments will be incidental.
                          ------------------------------------------------------------

SP Jennison International Seeks long-term growth of capital.
   Growth
                          Invests primarily in equity-related securities of issuers
                          located in at least five different foreign countries.
                          ------------------------------------------------------------

GENERATIONS-110929                     19
<PAGE>

<CAPTION>
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
<S>                       <C>

PILGRIM VARIABLE PRODUCTS TRUST
Pilgrim VP MagnaCap       Seeks growth of capital, with dividend income as a secondary
                          consideration.

                          Invests primarily in equity securities of companies meeting
                          investment policy criteria of consistent and substantially
                          increasing dividends, reinvested earnings, strong balance
                          sheet and attractive price. Invests primarily in companies
                          included in the largest 500 U.S. companies.
                          ------------------------------------------------------------

Pilgrim VP SmallCap       Seeks long-term capital appreciation.
   Opportunities
                          Invests primarily in the common stock of smaller,
                          lesser-known U.S. companies that the portfolio manager
                          believes have above average prospects for growth.
                          ------------------------------------------------------------

Pilgrim VP Growth         Seeks long-term growth of capital.
   Opportunities
                          Invests primarily in U.S. companies that the portfolio
                          manager believes have above average prospects for growth.
                          ------------------------------------------------------------

PROFUNDS
ProFund VP Bull           Seeks daily investment results that correspond to the
                          performance of the Standard & Poor's 500 Stock Index.

                          Invests in securities and other financial instruments, such
                          as futures and options on futures in pursuit of the
                          portfolio's objective regardless of market conditions,
                          trends or direction and seeks to provide correlation with
                          the benchmark on a daily basis.
                          ------------------------------------------------------------

ProFund VP Small-Cap      Seeks daily investment results that correspond to the
                          performance of the Russell 2000 Index.

                          Invests in securities and other financial instruments, such
                          as futures and options on futures in pursuit of the
                          portfolio's objective regardless of market conditions,
                          trends or direction and seeks to provide correlation with
                          the benchmark on a daily basis.
                          ------------------------------------------------------------

ProFund VP Europe 30      Seeks daily investment results that correspond to the
                          performance of the ProFunds Europe 30 Index.

                          Invests in securities and other financial instruments, such
                          as futures and options on futures and American Depository
                          Receipts in pursuit of the portfolio's objective regardless
                          of market conditions, trends or direction and seeks to
                          provide correlation with the benchmark on a daily basis.
                          ------------------------------------------------------------

</TABLE>

INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager to each portfolio of the
GCG Trust. The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services. The monthly fee is based on the average daily
net assets of an investment portfolio, and in some cases, the combined total
assets of certain grouped portfolios. Directed Services provides or procures, at
its own expense, the services necessary for the operation of the portfolio,
including retaining portfolio managers to manage the assets of the various
portfolios. Directed Services (and not the GCG Trust) pays each portfolio
manager a monthly fee for managing the assets of a portfolio, based on the
annual rates of the average daily net assets of a portfolio. For a list of the
portfolio managers, see the front cover of this prospectus. Directed Services
does not bear

GENERATIONS-110929                     20
<PAGE>

the expense of brokerage fees and other transactional expenses for
securities, taxes (if any) paid by a portfolio, interest on borrowing,
fees and expenses of the independent trustees, and extraordinary
expenses, such as litigation or indemnification expenses.

Pacific Investment Management Company ("PIMCO") serves as investment advisor to
each portfolio of the PIMCO Variable Insurance Trust. PIMCO provides the overall
business management and administrative services necessary for each portfolio's
operation. PIMCO provides or procures, at its own expense, the services and
information necessary for the proper conduct of business and ordinary operation
of each portfolio. The PIMCO Variable Insurance Trust pays PIMCO a monthly
advisory fee and a separate monthly administrative fee per year, each fee based
on the average daily net assets of each of the investment portfolios, for
managing the assets of the portfolios and for administering the PIMCO Variable
Insurance Trust. PIMCO does not bear the expense of brokerage fees and other
transactional expenses for securities, taxes (if any) paid by a portfolio,
interest on borrowing, fees and expense of the independent trustees, and
extraordinary expenses, such as litigation or indemnification expenses.

Credit Suisse Asset Management, LLC serves as the investment advisor of the
Credit Suisse Warburg Pincus Trust. The Credit Suisse Warburg Pincus Trust pays
Credit Suisse Asset Management a monthly advisory fee based on the average daily
net assets of the investment portfolio and also procures the services necessary
for the operation of its portfolios. The Credit Suisse Warburg Pincus Trust pays
monthly administrative fees to two co-administrators for administrative
services, one of which is an affiliate of Credit Suisse Asset Management. The
monthly administrative fee is based on the portfolio's average daily net assets.
Credit Suisse Asset Management does not bear any portfolio expenses.

ING Pilgrim  Investments,  LLC ("ING Pilgrim")  serves as the overall manager of
Pilgrim  Variable  Insurance  Trust amd Pilgrim  Variable  Products  Trust.  ING
Pilgrim supervises all aspects of the Trusts' operations and provides investment
advisory services to the portfolios of the Trusts,  including engaging portfolio
managers,  as well as monitoring  and evaluating the management of the assets of
each portfolio by its portfolio manager.  ING Pilgrim, as well as each portfolio
manager it engages,  is a wholly  owned  indirect  subsidiary  of ING Groep N.V.
Except for  agreements  to  reimburse  certain  expenses of the  portfolio,  ING
Pilgrim does not bear any portfolio expenses.

The Prudential Insurance Company of America ("Prudential") and its subsidiary,
Prudential Investments Fund Management LLC ("PIFM") serve as the overall
investment advisers to the Prudential Series Fund. Prudential and PIFM are
responsible for the management of the Prudential Series Fund and provide
investment advice and related services. For the Prudential Jennison Portfolio
and SP Jennison International Growth Portfolio, Prudential and PIFM engage
Jennison Associates LLC to serve as sub-adviser and to provide day-to-day
management. Prudential and PIFM pay the sub-adviser out of the fee they receive
from the Prudential Series Fund. Each portfolio pays its own administrative
costs.

ProFunds Advisors LLC serves as the investment advisor of the ProFunds. The
ProFunds pay ProFunds Advisors LLC a monthly advisory fee based on the average
daily net assets of each investment portfolio. Each portfolio pays its own
administrative costs.

Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, five portfolios deduct a
service fee, which is used to compensate service providers for administrative
and contract holder services provided on behalf of the portfolios, and six
portfolios deduct a distribution or 12b-1 fee, which is used to finance any
activity that is primarily intended to result in the sale of shares of the
applicable portfolio. Based on actual portfolio experience in 2000, together
with estimated costs for new portfolios, total estimated portfolio fees and
charges for 2001 range from 0.55% to 1.86%. See "Fees and Expenses" in this
prospectus.

We may receive compensation from the investment advisors, administrators and
distributors or directly from the portfolios in connection with administrative,
distribution or other services and cost savings attributable to our services. It
is anticipated that such compensation will be based on assets of the particular
portfolios attributable to the Contract. The compensation paid by advisors,
administrators or distributors may vary.

GENERATIONS-110929                     21
<PAGE>

YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS
MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.

RESTRICTED FUNDS
We may designate any investment option as a Restricted Fund and limit the amount
you may allocate or transfer to a Restricted Fund. We may establish any such
limitation, at our discretion, as a percentage of premium or contract value or
as a specified dollar amount and change the limitation at any time. Currently,
we have not designated any investment option as a Restricted Fund. We may, with
30 days notice to you, designate any investment portfolio as a Restricted Fund
or change the limitations on existing contracts with respect to new premiums
added to such investment portfolio and also with respect to new transfers to
such investment portfolio. If a change is made with regard to designation as a
Restricted Fund or applicable limitations, such change will apply only to
transactions effected after such change.

We limit your investment in the Restricted Funds on both an aggregate basis for
all Restricted Funds and for each individual Restricted Fund. The aggregate
limits for investment in all Restricted Funds are expressed as a percentage of
contract value, percentage of premium and maximum dollar amount. Currently, your
investment in two or more Restricted Funds would be subject to each of the
following three limitations: no more than 30 percent of contract value, up to
100 percent of each premium and no more than $999,999,999. We may change these
limits, in our discretion, for new contracts, premiums, transfers or
withdrawals.

We also limit your investment in each individual Restricted Fund. The limits for
investment in each Restricted Fund are expressed as a percentage of contract
value, percentage of premium and maximum dollar amount. Currently, the limits
for investment in an individual Restricted Fund are the same as the aggregate
limits set forth above. We may change these limits, in our discretion, for new
contracts, premiums, transfers or withdrawals.

We monitor the aggregate and individual limits on investments in Restricted
Funds for each transaction (e.g. premium payments, reallocations, withdrawals,
dollar cost averaging). If the contract value in the Restricted Fund has
increased beyond the applicable limit due to market growth, we will not require
the reallocation or withdrawal of contract value from the Restricted Fund.
However, if an aggregate limit has been exceeded, withdrawals must be taken
either from the Restricted Funds or taken pro rata from all investment options
in which contract value is allocated, so that the percentage of contract value
in the Restricted Funds following the withdrawal is less than or equal to the
percentage of contract value in the Restricted Funds prior to the withdrawal.

We will not permit a transfer to the Restricted Funds to the extent that it
would increase the contract value in the Restricted Fund or in all Restricted
Funds to more than the applicable limits set forth above. We will not limit
transfers from Restricted Funds. If the result of multiple reallocations is to
lower the percentage of total contract value in Restricted Funds, the
reallocation will be permitted even if the percentage of contract value in a
Restricted Fund is greater than its limit.

Please see "Withdrawals" and "Transfers Among Your Investments" in this
prospectus for more information on the effect of Restricted Funds.

GENERATIONS-110929                     22
<PAGE>

--------------------------------------------------------------------------------
                          THE FIXED INTEREST ALLOCATION
--------------------------------------------------------------------------------

You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period. Every time you allocate money to the Fixed Account, we set
up a Fixed Interest Allocation for the guaranteed interest period you select. We
currently offer guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10
years, although we may not offer all these periods in the future. You may select
one or more guaranteed interest periods at any one time. We will credit your
Fixed Interest Allocation with a guaranteed interest rate for the interest
period you select, so long as you do not withdraw money from that Fixed Interest
Allocation before the end of the guaranteed interest period. Each guaranteed
interest period ends on its maturity date which is the last day of the month in
which the interest period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a Fixed
Interest Allocation more than 30 days before the end of the guaranteed interest
period, we will apply a Market Value Adjustment to the transaction. A Market
Value Adjustment could increase or decrease the amount you surrender, withdraw,
transfer or annuitize, depending on current interest rates at the time of the
transaction. YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN YOUR PRINCIPAL IF
WE APPLY A MARKET VALUE ADJUSTMENT.

Assets supporting amounts allocated to the Fixed Account are available to fund
the claims of all classes of our customer, contract owners and other creditors.
Interests under your Contract relating to the Fixed Account are registered under
the Securities Act of 1933, but the Fixed Account is not registered under the
1940 Act.

SELECTING A GUARANTEED INTEREST PERIOD
You may select one or more Fixed Interest Allocations with specified guaranteed
interest periods. A guaranteed interest period is the period that a rate of
interest is guaranteed to be credited to your Fixed Interest Allocation. We may
at any time decrease or increase the number of guaranteed interest periods
offered. In addition, we may offer DCA Fixed Interest Allocations, which are
6-month and 1-year Fixed Interest Allocations available exclusively in
connection with our dollar cost averaging program. For more information on DCA
Fixed Interest Allocations, see "Transfers Among Your Investments -- Dollar Cost
Averaging."

Your contract value in the Fixed Account is the sum of your Fixed Interest
Allocations and the interest credited as adjusted for any withdrawals (including
any Market Value Adjustment applied to such withdrawal), transfers or other
charges we may impose. Your Fixed Interest Allocation will be credited with the
guaranteed interest rate in effect for the guaranteed interest period you
selected when we receive and accept your premium or reallocation of contract
value. We will credit interest daily at a rate which yields the quoted
guaranteed interest rate.

GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is guaranteed as
long as you do not take your money out until its maturity date. We do not have a
specific formula for establishing the guaranteed interest rates for the
different guaranteed interest periods. We determine guaranteed interest rates at
our sole discretion. To find out the current guaranteed interest rate for a
guaranteed interest period you are interested in, please contact our Customer
Service Center or your registered representative. The determination may be
influenced by the interest rates on fixed income investments in which we may
invest with the amounts we receive under the Contracts. We will invest these
amounts primarily in investment-grade fixed income securities (i.e., rated by
Standard & Poor's rating system to be suitable for prudent investors) although
we are not obligated to invest according to any particular strategy, except as
may be required by applicable law. You will have no direct or indirect interest
in these investments. We will also consider other factors in determining the
guaranteed interest rates, including regulatory and tax requirements, sales
commissions and administrative expenses borne by us, general economic trends and
competitive factors. We cannot predict the level of future interest rates but no
Fixed Interest Allocation will ever have a guaranteed interest rate of less than
3% per year.

GENERATIONS-110929                     23
<PAGE>

We may from time to time at our discretion offer interest rate specials for new
premiums that are higher than the current base interest rate. Renewal rates for
such rate specials will be based on the base interest rate and not on the
special rates initially declared.

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to one or
more new Fixed Interest Allocations with new guaranteed interest periods, or to
any of the subaccounts of Separate Account B. We will transfer amounts from your
Fixed Interest Allocations starting with the guaranteed interest period nearest
its maturity date, until we have honored your transfer request.

The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $100. If a transfer request would reduce the contract value
remaining in a Fixed Interest Allocation to less than $100, we will treat such
transfer request as a request to transfer the entire contract value in such
Fixed Interest Allocation. Transfers from a Fixed Interest Allocation may be
subject to a Market Value Adjustment. If you have a special Fixed Interest
Allocation that was offered exclusively with our dollar cost averaging program,
cancelling dollar cost averaging will cause a transfer of the entire contract
value in such Fixed Interest Allocation to the Liquid Asset subaccount, and such
a transfer is subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may transfer amounts
from the applicable Fixed Interest Allocation to the subaccounts and/or to new
Fixed Interest Allocations with guaranteed interest periods of any length we are
offering at that time. You may not, however, transfer amounts to any Fixed
Interest Allocation with a guaranteed interest period that extends beyond the
annuity start date.

At least 30 calendar days before a maturity date of any of your Fixed Interest
Allocations, or earlier if required by state law, we will send you a notice of
the guaranteed interest periods that are available. You must notify us which
subaccounts or new guaranteed interest periods you have selected before the
maturity date of your Fixed Interest Allocations. If we do not receive timely
instructions from you, we will transfer the contract value in the maturing Fixed
Interest Allocation to a new Fixed Interest Allocation with a guaranteed
interest period that is the same as the expiring guaranteed interest period. If
such guaranteed interest period is not available or would go beyond the annuity
start date, we will transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does not go
beyond the annuity start date. If no such guaranteed interest period is
available, we will transfer the contract value to a subaccount specially
designated by the Company for such purpose. Currently we use the Liquid Asset
subaccount for such purpose.

Please be aware that the benefit we pay under certain optional benefit riders
will be adjusted by any transfers you make to and from the Fixed Interest
Allocations during specified periods while the rider is in effect. See "Optional
Riders."

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your contract value
in any Fixed Interest Allocation. You may make systematic withdrawals of only
the interest earned during the prior month, quarter or year, depending on the
frequency chosen, from a Fixed Interest Allocation under our systematic
withdrawal option. Systematic withdrawals from a Fixed Interest Allocation are
not permitted if such Fixed Interest Allocation is currently participating in
the dollar cost averaging program. A withdrawal from a Fixed Interest Allocation
may be subject to a Market Value Adjustment and, in some cases, a surrender
charge. Be aware that withdrawals may have federal income tax consequences,
including a 10% penalty tax.

If you tell us the Fixed Interest Allocation from which your withdrawal will be
made, we will assess the withdrawal against that Fixed Interest Allocation. If
you do not, we will assess your withdrawal against the subaccounts in which you
are invested unless the withdrawal exceeds the contract value in the
subaccounts. If there is no contract value in those subaccounts, we will deduct
your withdrawal from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until we have honored
your request.

GENERATIONS-110929                     24
<PAGE>

Please be aware that the benefit we pay under any of the optional riders will be
reduced by any withdrawals you make from the Fixed Interest Allocations during
the period while the rider is in effect. See "Optional Riders."

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on your
contract value.

We will apply a Market Value Adjustment (i) whenever you withdraw or transfer
money from a Fixed Interest Allocation (unless made within 30 days before the
maturity date of the applicable guaranteed interest period, or under the
systematic withdrawal or dollar cost averaging program) and (ii) if on the
annuity start date a guaranteed interest period for any Fixed Interest
Allocation does not end on or within 30 days of the annuity start date.

We determine the Market Value Adjustment by multiplying the amount you withdraw,
transfer or apply to an income plan by the following factor:

                                            N/365
                         ((1+I)/(1+J+.0025))     -1

Where,

     o    "I" is the Index Rate for a Fixed Interest Allocation on the first day
          of the guaranteed interest period;

     o    "J" is equal to the following:

          (1)  If calculated for a Fixed Interest Allocation of 1 year or more,
               then "J" is the Index Rate for a new Fixed Interest Allocation
               with a guaranteed interest period equal to the time remaining
               (rounded up to the next full year except in Pennsylvania) in the
               guaranteed interest period;

          (2)  If calculated for a Fixed Interest Allocation of 6 months, then
               "J" is the lesser of the Index Rate for a new Fixed Interest
               Allocation with (i) a 6 month guaranteed interest period, or (ii)
               a 1 year guaranteed interest period, at the time of calculation;
               and

     o    "N" is the remaining number of days in the guaranteed interest period
          at the time of calculation.

The Index Rate is the average of the Ask Yields for U.S. Treasury Strips as
quoted by a national quoting service for a period equal to the applicable
guaranteed interest period. The average currently is based on the period
starting from the 22nd day of the calendar month two months prior to the month
of the Index Rate determination and ending the 21st day of the calendar month
immediately before the month of determination. We currently calculate the Index
Rate once each calendar month but have the right to calculate it more
frequently. The Index Rate will always be based on a period of at least 28 days.
If the Ask Yields are no longer available, we will determine the Index Rate by
using a suitable and approved, if required, replacement method.

A Market Value Adjustment may be positive, negative or result in no change. In
general, if interest rates are rising, you bear the risk that any Market Value
Adjustment will likely be negative and reduce your contract value. On the other
hand, if interest rates are falling, it is more likely that you will receive a
positive Market Value Adjustment that increases your contract value. In the
event of a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from the amount
surrendered, transferred or annuitized. In the event of a partial withdrawal,
transfer or annuitization, we will add or subtract any Market Value Adjustment
from the total amount withdrawn, transferred or annuitized in order to provide
the amount requested. If a negative Market Value Adjustment exceeds your
contract value in the Fixed Interest Allocation, we will consider your request
to be a full surrender, transfer or annuitization of the Fixed Interest
Allocation.

Several examples which illustrate how the Market Value Adjustment works are
included in Appendix B.

GENERATIONS-110929                     25
<PAGE>

--------------------------------------------------------------------------------
                                  SPECIAL FUNDS
--------------------------------------------------------------------------------


We use the term Special Funds in the discussion of the enhanced death benefit
options and the optional riders. The Special Funds currently include the Liquid
Asset subaccount, Limited Maturity Bond subaccount and the Fixed Interest
Allocations. The Company may, at any time, designate new and/or existing
subaccounts as a Special Fund with 30 days notice with respect to new premiums
added or transfers to such subaccounts. Such subaccounts will include those
that, due to their volatility, are excluded from the death benefit and/or living
benefit guarantees that may otherwise be provided. Allocations to Special Funds
will not affect the death benefit that may be available under the earnings
multiplier benefit rider. Designation of a subaccount as a Special Fund may vary
by benefit. For example, a subaccount may be designated a Special Fund for
purposes of calculating a living benefit, but not a death benefit, or for
calculating one death benefit and not another.


--------------------------------------------------------------------------------
                              THE ANNUITY CONTRACT
--------------------------------------------------------------------------------


The Contract described in this prospectus is a deferred combination variable and
fixed annuity contract. The Contract provides a means for you to invest in one
or more of the available mutual fund portfolios of the GCG Trust, the PIMCO
Variable Insurance Trust, the Credit Suisse Warburg Pincus Trust, the Pilgrim
Variable Insurance Trust, the Prudential Series Fund, the Pilgrim Variable
Products Trust and the ProFunds through Separate Account B. It also provides a
means for you to invest in a Fixed Interest Allocation through the Fixed
Account.

CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date. Each 12-month
period following the contract date is a contract year.

ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments under
your Contract. The Contract, like all deferred variable annuity contracts, has
two phases: the accumulation phase and the income phase. The accumulation phase
is the period between the contract date and the annuity start date. The income
phase begins when you start receiving regular annuity payments from your
Contract on the annuity start date.

CONTRACT OWNER
You are the contract owner. You are also the annuitant unless another annuitant
is named in the application. You have the rights and options described in the
Contract. One or more persons may own the Contract. If there are multiple owners
named, the age of the oldest owner will determine the applicable death benefit
if such death benefit is available for multiple owners.

The death benefit becomes payable when you die. In the case of a sole contract
owner who dies before the income phase begins, we will pay the beneficiary the
death benefit then due. The sole contract owner's estate will be the beneficiary
if no beneficiary has been designated or the beneficiary has predeceased the
contract owner. In the case of a joint owner of the Contract dying before the
income phase begins, we will designate the surviving contract owner as the
beneficiary. This will override any previous beneficiary designation.

If the contract owner is a trust and a beneficial owner of the trust has been
designated, the beneficial owner will be treated as the contract owner for
determining the death benefit. If a beneficial owner is changed or added after
the contract date, this will be treated as a change of contract owner for
determining the death benefit.

     JOINT OWNER. For non-qualified Contracts only, joint owners may be named in
a written request before the Contract is in effect. Joint owners may
independently exercise transfers and other transactions allowed under the
Contract. All other rights of ownership must be exercised by both owners. Joint
owners own equal

GENERATIONS-110929                     26
<PAGE>

shares of any benefits accruing or payments made to them. All rights of a joint
owner end at death of that owner if the other joint owner survives. The entire
interest of the deceased joint owner in the Contract will pass to the surviving
joint owner and the death benefit will be payable. Joint owners may only select
the Standard Death Benefit option. The earnings multiplier benefit rider is not
available when there are joint owners.

Any addition or deletion of a joint owner is treated as a change of owner which
may affect the amount of the death benefit. See "Change of Contract Owner or
Beneficiary" below. If you have elected an enhanced death benefit, and you add a
joint owner, if the older joint owner is attained age 85 or under, the enhanced
death benefit from the date of change will end, and the Standard Death Benefit
will apply. For all death benefit options, if the older joint owner's attained
age is 86 or over on the date of the ownership change, the death benefit will be
the cash surrender value. The mortality and expense risk charge going forward
will reflect the change in death benefit. If you elected the earnings multiplier
benefit rider, it will terminate if a joint owner is added. Note that returning
a Contract to single owner status will not restore any Enhanced Death Benefit or
the earnings multiplier benefit. Unless otherwise specified, the term "age" when
used for joint owners shall mean the age of the oldest owner.

ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant's age determines when the income
phase must begin and the amount of the annuity payments to be paid. You are the
annuitant unless you choose to name another person. The annuitant may not be
changed after the Contract is in effect.

The contract owner will receive the annuity benefits of the Contract if the
annuitant is living on the annuity start date. If the annuitant dies before the
annuity start date and a contingent annuitant has been named, the contingent
annuitant becomes the annuitant (unless the contract owner is not an individual,
in which case the death benefit becomes payable).

If there is no contingent annuitant when the annuitant dies before the annuity
start date, the contract owner will become the annuitant. The contract owner may
designate a new annuitant within 60 days of the death of the annuitant.

If there is no contingent annuitant when the annuitant dies before the annuity
start date and the contract owner is not an individual, we will pay the
designated beneficiary the death benefit then due. If a beneficiary has not been
designated, or if there is no designated beneficiary living, the contract owner
will be the beneficiary. If the annuitant was the sole contract owner and there
is no beneficiary designation, the annuitant's estate will be the beneficiary.

Regardless of whether a death benefit is payable, if the annuitant dies and any
contract owner is not an individual, distribution rules under federal tax law
will apply. You should consult your tax advisor for more information if you are
not an individual.

BENEFICIARY
The beneficiary is named by you in a written request. The beneficiary is the
person who receives any death benefit proceeds and who becomes the successor
contract owner if the contract owner (or the annuitant if the contract owner is
other than an individual) dies before the annuity start date. We pay death
benefits to the primary beneficiary (unless there are joint owners, in which
case death proceeds are payable to the surviving owner(s)).

If the beneficiary dies before the annuitant or the contract owner, the death
benefit proceeds are paid to the contingent beneficiary, if any. If there is no
surviving beneficiary, we pay the death benefit proceeds to the contract owner's
estate.

One or more persons may be a beneficiary or contingent beneficiary. In the case
of more than one beneficiary, we will assume any death benefit proceeds are to
be paid in equal shares to the surviving beneficiaries.

GENERATIONS-110929                     27
<PAGE>

You have the right to change beneficiaries during the annuitant's lifetime
unless you have designated an irrevocable beneficiary. When an irrevocable
beneficiary has been designated, you and the irrevocable beneficiary may have to
act together to exercise some of the rights and options under the Contract.

     CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime,
you may transfer ownership of a non-qualified Contract. A change in ownership
may affect the amount of the death benefit, the guaranteed minimum death benefit
and/or the death benefit option applied to the contract, the amount of the
earnings multiplier benefit, if applicable, and the continuation of any other
optional rider that you have elected. The new owner's age, as of the date of the
change, will be used as the basis for determining the applicable benefits and
charges. The new owner's death will determine when a death benefit is payable.

If you have elected the Standard Death Benefit option, the minimum guaranteed
death benefit will continue if the new owner is age 85 or under on the date of
the ownership change. For the Deferred Ratchet Death Benefit, if the new owner
is age 76 or under on the date that ownership changes, the minimum guaranteed
death benefit will continue, and the annual ratchet will stop upon the new owner
attaining age 85. If the new owner is age 77 or older on the date of the
ownership change (but less than age 86), and the contract has not reached the
8th anniversary, the deferred ratchet will apply upon the 8th anniversary; if
the contract is beyond the 8th anniversary, there will be no further ratchets.
For all other death benefit options, if the new owner is age 79 or under on the
date that ownership changes, the minimum guaranteed death benefit will continue.
If the new owner is age 80 to 85, the enhanced death benefit will end, and the
death benefit will become the Standard Death Benefit. For all death benefit
options, if the new owner's attained age is 86 or over on the date of the
ownership change, the death benefit will be the cash surrender value. The
mortality and expense risk charge going forward will reflect the change in death
benefit. Please note that once a death benefit has been changed due to a change
in owner, a subsequent change to a younger owner will not restore any Enhanced
Death Benefits.

If you have elected the earnings multiplier benefit rider, and the new owner is
under age 76, the rider will continue. The benefit and charge will be adjusted
to reflect the attained age of the new owner as the issue age. The Maximum Base
and Benefit Base percentages in effect on the original rider date will be used
to calculate the benefit. If the new owner is age 76 or over, the rider will
terminate. If you have not elected the earnings multiplier benefit rider, the
new owner may not add the rider upon the change of ownership.

If you have elected another optional rider, the rider will terminate upon a
change of ownership.

You may also change the beneficiary. All requests for changes must be in writing
and submitted to our Customer Service Center in good order. The change will be
effective as of the day you sign the request. The change will not affect any
payment made or action taken by us before recording the change.

A change of owner may have tax consequences.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract owner are
not older than age 75.

The initial premium payment must be $5,000 or more
($1,500 for qualified Contracts). You may make additional payments of $100 or
more ($50 for qualified Contracts) at any time after the free look period before
you turn age 85. Under certain circumstances, we may waive the minimum premium
payment requirement. We may also change the minimum initial or additional
premium requirements for certain group or sponsored arrangements. Any initial or
additional premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior approval. The
Contract may not be available to all ages through all broker-dealers.

IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See "Fees
and Expenses" in this prospectus.

GENERATIONS-110929                     28
<PAGE>

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium within 2 business days after receipt, if
the application and all information necessary for processing the Contract are
complete. Subsequent premium payments will be
processed within 1 business day if we receive all information necessary. In
certain states we also accept initial and additional premium payments by wire
order. Wire transmittals must be accompanied by sufficient electronically
transmitted data. We may retain your initial premium payment for up to 5
business days while attempting to complete an incomplete application. If the
application cannot be completed within this period, we will inform you of the
reasons for the delay. We will also return the premium payment immediately
unless you direct us to hold the premium payment until the application is
completed.

We will allocate your initial payment according to the instructions you
specified.

If a subaccount is not available or requested in error, we will make inquiry
about a replacement subaccount. If we are unable to reach you or your
representative, we will consider the application incomplete. For initial premium
payments, the payment will be credited at the accumulation unit value next
determined after we receive your premium payment and the completed application.
Once the completed application is received, we will allocate the payment to the
subaccounts and/or Fixed Interest Allocation specified by you within 2 business
days.

We will make inquiry to discover any missing information related to subsequent
payments. We will allocate the subsequent payment(s) pro rata according to the
current variable subaccount allocation unless you specify otherwise. Any fixed
allocation(s) will not be considered in the pro rata calculations. If a
subaccount is no longer available or requested in error, we will allocate the
subsequent payment(s) proportionally among the other subaccount(s) in your
current allocation or your allocation instructions. For any subsequent premium
payments, the payment will be credited at the accumulation unit value next
determined after receipt of your premium payment and instructions.

Once we allocate your premium payment to the subaccounts selected by you, we
convert the premium payment into accumulation units. We divide the amount of the
premium payment allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to determine the number of accumulation
units of the subaccount to be held in Separate Account B with respect to your
Contract. The net investment results of each subaccount vary with its investment
performance.

If your premium payment was transmitted by wire order from your broker- dealer,
we will follow one of the following two procedures after we receive and accept
the wire order and investment instructions. The procedure we follow depends on
state availability and the procedures of your broker-dealer.

     (1)  If either your state or broker-dealer do not permit us to issue a
          Contract without an application, we reserve the right to rescind the
          Contract if we do not receive and accept a properly completed
          application or enrollment form within 5 days of the premium payment.
          If we do not receive the application or form within 5 days of the
          premium payment, we will refund the contract value plus any charges we
          deducted, and the Contract will be voided. Some states require that we
          return the premium paid, in which case we will comply.

     (2)  If your state and broker-dealer allow us to issue a Contract without
          an application, we will issue and mail the Contract to you or your
          representative, together with an Application Acknowledgement Statement
          for your execution. Until our Customer Service Center receives the
          executed Application Acknowledgement Statement, neither you nor the
          broker-dealer may execute any financial transactions on your Contract
          unless they are requested in writing by you. We may require additional
          information before complying with your request (e.g., signature
          guarantee).

In some states, we may require that an initial premium designated for a
subaccount of Separate Account B or the Fixed Account be allocated to a
subaccount specially designated by the Company (currently, the Liquid Asset
subaccount) during the free look period. After the free look period, we will
convert your contract value (your initial premium plus any earnings less any
expenses) into accumulation units of the subaccounts you previously selected.
The accumulation units will be allocated based on the accumulation unit value
next

GENERATIONS-110929                     29
<PAGE>

computed for each subaccount. Initial premiums designated for Fixed Interest
Allocations will be allocated to a Fixed Interest Allocation with the guaranteed
interest period you have chosen; however, in the future we may allocate the
premiums to the specially designated subaccount during the free look period.

ADMINISTRATIVE PROCEDURES
We may accept a request for Contract service in writing, by telephone, or other
approved electronic means, subject to our administrative procedures, which vary
depending on the type of service requested and may include proper completion of
certain forms, providing appropriate identifying information, and/or other
administrative requirements. We will process your request at the contract value
next determined only after you have met all administrative requirements.

CONTRACT VALUE
We determine your contract value on a daily basis beginning on the contract
date. Your contract value is the sum of (a) the contract value in the Fixed
Interest Allocations, and (b) the contract value in each subaccount in which you
are invested.

     CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS. The contract value in your
Fixed Interest Allocation is the sum of premium payments allocated to the Fixed
Interest Allocation under the Contract, plus contract value transferred to the
Fixed Interest Allocation, plus credited interest, minus any transfers and
withdrawals from the Fixed Interest Allocation (including any Market Value
Adjustment applied to such withdrawal), contract fees, and premium taxes.

     CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value
in the subaccount in which you are invested is equal to the initial premium paid
and designated to be allocated to the subaccount. On the contract date, we
allocate your contract value to each subaccount and/or a Fixed Interest
Allocation specified by you, unless the Contract is issued in a state that
requires the return of premium payments during the free look period, in which
case, the portion of your initial premium not allocated to a Fixed Interest
Allocation may be allocated to a subaccount specially designated by the Company
during the free look period for this purpose (currently, the Liquid Asset
subaccount).

On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:

     (1)  We take the contract value in the subaccount at the end of the
          preceding business day.

     (2)  We multiply (1) by the subaccount's Net Investment Factor since the
          preceding business day.

     (3)  We add (1) and (2).

     (4)  We add to (3) any additional premium payments, and then add or
          subtract any transfers to or from that subaccount.

     (5)  We subtract from (4) any withdrawals and any related charges, and then
          subtract any contract fees and premium taxes.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract. The cash surrender value will fluctuate daily based on the investment
results of the subaccounts in which you are invested and interest credited to
Fixed Interest Allocations and any Market Value Adjustment. We do not guarantee
any minimum cash surrender value. On any date during the accumulation phase, we
calculate the cash surrender value as follows: we start with your contract
value, then we adjust for any Market Value Adjustment, then we deduct any
surrender charge, any charge for premium taxes, the annual contract
administrative fee, and any other charges incurred but not yet deducted.

GENERATIONS-110929                     30
<PAGE>

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living and
before the annuity start date. A surrender will be effective on the date your
written request and the Contract are received at our Customer Service Center. We
will determine and pay the cash surrender value at the price next determined
after receipt of all paperwork required in order for us to process your
surrender. Once paid, all benefits under the Contract will be terminated. For
administrative purposes, we will transfer your money to a specially designated
subaccount (currently the Liquid Asset subaccount) prior to processing the
surrender. This
transfer will have no effect on your cash surrender value. You may receive the
cash surrender value in a single sum payment or apply it under one or more
annuity options. We will usually pay the cash surrender value within 7 days.

Consult your tax advisor regarding the tax consequences associated with
surrendering your Contract. A surrender made before you reach age 59 1/2 may
result in a 10% tax penalty. See "Federal Tax Considerations" for more details.

THE SUBACCOUNTS
Each of the 39 subaccounts of Separate Account B offered under this prospectus
invests in an investment portfolio with its own distinct investment objectives
and policies. Each subaccount of Separate Account B invests in a corresponding
portfolio of the GCG Trust, the PIMCO Variable Insurance Trust, the Credit
Suisse Warburg Pincus Trust, the Pilgrim Variable Insurance Trust, the
Prudential Series Fund, the Pilgrim Variable Products Trust or the ProFunds.

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.

We may amend the Contract to conform to applicable laws or governmental
regulations. If we feel that investment in any of the investment portfolios has
become inappropriate to the purposes of the Contract, we may, with approval of
the SEC (and any other regulatory agency, if required) substitute another
portfolio for existing and future investments. If you have elected the dollar
cost averaging, systematic withdrawals, or automatic rebalancing programs or if
you have other outstanding instructions, and we substitute or otherwise
eliminate a portfolio which is subject to those instructions, we will execute
your instructions using the substituted or proposed replacement portfolio unless
you request otherwise. The substitute or proposed replacement portfolio may have
higher fees and charges than any portfolio it replaces.

We also reserve the right to: (i) deregister Separate Account B under the 1940
Act; (ii) operate Separate Account B as a management company under the 1940 Act
if it is operating as a unit investment trust; (iii) operate Separate Account B
as a unit investment trust under the 1940 Act if it is operating as a managed
separate account; (iv) restrict or eliminate any voting rights as to Separate
Account B; and (v) combine Separate Account B with other accounts.

We will, of course, provide you with written notice before any of these changes
are effected.

THE FIXED ACCOUNT
The Fixed Account is a segregated asset account which contains the assets that
support a contract owner's Fixed Interest Allocations. See "The Fixed Interest
Allocations" for more information.

OPTIONAL RIDERS
For Yr-2001 Contracts and subject to state availability, you may elect one of
three optional benefit riders discussed below. You may not add more than one of
these three riders to your Contract. There is a separate charge for each rider.

Once elected, the riders generally may not be cancelled. This means once you add
the rider you may not remove it, and charges will be assessed regardless of the
performance of your Contract. Please see "Charges and Fees -- Optional Rider
Charges" for information on rider charges.

GENERATIONS-110929                     31
<PAGE>

THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS. YOU SHOULD ANALYZE
EACH RIDER THOROUGHLY AND UNDERSTAND COMPLETELY BEFORE YOU SELECT ANY. THE
OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL OR PREMIUM PAYMENTS AND
DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC INVESTMENT PORTFOLIO UNDER THE
CONTRACT. YOU SHOULD CONSULT A QUALIFIED FINANCIAL ADVISER IN EVALUATING THE
RIDERS.

THE OPTIONAL RIDERS MAY NOT BE APPROVED IN ALL STATES. CHECK WITH OUR CUSTOMER
SERVICE CENTER FOR AVAILABILITY IN YOUR STATE. THE TELEPHONE NUMBER IS (800)
366-0066.

RIDER DATE. We use the term rider date in the discussion of the optional benefit
riders below. The rider date is the date an optional benefit rider becomes
effective. The rider date is also the contract date if the rider was purchased
at the time the Contract is issued.

NO CANCELLATION. Once you purchase a rider, the rider may not be cancelled,
unless you cancel the Contract during the Contract's free look period,
surrender, annuitize or otherwise terminate the Contract which automatically
cancels any attached rider. Once the Contract continues beyond the free look
period, you may not at any time cancel the rider, except with respect to a
one-time right to cancel the twenty-year option of the Minimum Guaranteed
Accumulation Benefit rider under specified conditions. The Company may, at its
discretion, cancel and/or replace a rider at your request in order to renew or
reset a rider.

TERMINATION. The optional riders are "living benefits." This means that the
guaranteed benefits offered by the riders are intended to be available to you
while you are living and while your Contract is in the accumulation phase. The
optional riders automatically terminate (and all benefits under the rider will
cease) if you annuitize, surrender or otherwise terminate your Contract or die
(first owner to die if there are multiple contract owners, or at death of
annuitant if contract owner is not a natural person), unless your spouse
beneficiary elects to continue the Contract, during the accumulation phase. The
optional rider will also terminate if there is a change in contract ownership
(other than a spousal beneficiary continuation on your death). Other
circumstances which may cause a particular optional rider to terminate
automatically are discussed below with the applicable rider.

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER. The MGAB rider is an
optional benefit which provides you with an MGAB benefit intended to guarantee a
minimum contract value at the end of a specified waiting period. The MGAB is a
one-time adjustment to your contract value in the event your contract value on
the MGAB Benefit Date is less than the MGAB Base. The MGAB rider may offer you
protection in the event your Contract loses value during the MGAB waiting
period. For a discussion of the charges we deduct under the MGAB rider, see
"Optional Rider Charges."

The MGAB rider offers a ten-year option and a twenty-year option, of which you
may purchase only one. The ten-year option has a waiting period of ten years
and, other than for allocations to Special Funds, guarantees that your contract
value at the end of ten years will at least equal your initial premium payment,
reduced pro rata for withdrawals. Transfers made within 3 years prior to the
MGAB Benefit Date will also reduce the benefit pro rata. The twenty-year option
has a waiting period of twenty years and, other than allocations to Special
Funds, guarantees that your contract value at the end of twenty years will at
least equal two times your initial premium payment, reduced pro rata for
withdrawals, and reduced for transfers made within 3 years prior to the MGAB
Benefit Date. If you add the 20 year option rider after the contract date, any
payment of premiums after the rider date, and/or investments in the Special
Funds, may prevent the MGAB Base from doubling over the waiting period.On the
MGAB Benefit Date, which is the next business day after the applicable waiting
period, we calculate your Minimum Guaranteed Accumulation Benefit.

     CALCULATING THE MGAB. We calculate your MGAB as follows:

     1.   WE FIRST DETERMINE YOUR MGAB BASEThe MGAB Base is only a calculation
          used to determine the MGAB. The MGAB Base does not represent a
          contract value, nor does it guarantee performance of the subaccounts
          in which you are invested. It is also not used in determining the
          amount of your annuity income, cash surrender value and death
          benefits.

GENERATIONS-110929                     32
<PAGE>

          The MGAB Base is tracked separately for Special and Non-Special Funds,
          based on the initial allocation of premium (or contract value),
          subsequently allocated eligible premiums, withdrawals and transfers.
          Contract value is used as the initial value if the rider is added
          after the contract date. The aggregate MGAB Base is used to determine
          the MGAB on the MGAB Benefit Date. THE AGGREGATE MGAB BASE EQUALS THE
          SUM OF (1) THE LESSER OF THE MGAB BASE ALLOCATED TO SPECIAL FUNDS AND
          THE CONTRACT VALUE IN THE SPECIAL FUNDS; AND (2) THE MGAB BASE FOR
          NON-SPECIAL FUNDS. THUS, INVESTING IN THE SPECIAL FUNDS MAY LIMIT THE
          MGAB BENEFIT.

          If you purchased the MGAB rider on the contract date, and

          (i)   elected the ten-year option, your MGAB Base for Special and
                Non-Special Funds is equal to your initial premium, plus any
                additional premium added to your Contract during the 2-year
                period after your rider date, reduced pro rata for any
                withdrawals and reduced for any transfers made within the last 3
                years prior to the MGAB Benefit Date; or

          (ii)  elected the twenty-year option, your MGAB Base for Special and
                Non-Special Funds is equal to your initial premium, plus any
                additional premium added to your Contract during the 2-year
                period after your contract date, accumulated at the MGAB Rate,
                reduced pro rata for any withdrawals and reduced for any
                transfers made within the last 3 years prior to the MGAB Benefit
                Date. The MGAB Rate is the annual effective rate of 3.5265%.
                Accumulation of eligible additional premiums starts on the date
                the premium was received.

          Net transfers from Special Funds to Non-Special Funds will reduce the
          MGAB Base and MGAB Charge Base allocated to Special Funds on a pro
          rata basis. If the transfer is made more than 3 years before the
          Benefit Date, there will be a corresponding increase in the MGAB Base
          for Non-Special Funds equal to the lesser of the reduction in the MGAB
          Base for Special Funds and the net contract value transferred.

          Net transfers from Non-Special Funds to Special Funds will reduce the
          MGAB Base and MGAB Charge Base allocated to Non-Special Funds on a pro
          rata basis. If the transfer is made more than 3 years before the
          Benefit Date, there will be a corresponding increase in the MGAB Base
          for Special Funds equal to the reduction in the MGAB Base for
          Non-Special Funds.

          If you purchased the MGAB rider after the contract date, your MGAB
          Base is equal to your contract value on the rider date, plus premiums
          added during the 2-year period after your rider date. Withdrawals
          taken while the MGAB rider is in effect, as well as transfers made
          within 3 years prior to the MGAB Benefit Date, will reduce the value
          of your MGAB Base pro rata. This means that the MGAB Base (and the
          MGAB Charge Base) will be reduced by the same percent as the percent
          of contract value that was withdrawn (or transferred). We will look to
          your contract value immediately before the withdrawal or transfer when
          we determine this percent.

          ONLY PREMIUMS ADDED TO YOUR CONTRACT DURING THE 2-YEAR PERIOD AFTER
          YOUR RIDER DATE ARE INCLUDED IN THE MGAB BASE. ANY ADDITIONAL PREMIUM
          PAYMENTS YOU ADDED TO YOUR CONTRACT AFTER THE SECOND RIDER ANNIVERSARY
          ARE NOT INCLUDED IN THE MGAB BASE. Thus, the MGAB rider may not be
          appropriate for you if you plan to add substantial premium payments
          after your second rider anniversary.

     2.   WE THEN SUBTRACT YOUR CONTRACT VALUE ON THE MGAB BENEFIT DATE FROM
          YOUR AGGREGATE MGAB BASE. The contract value that we subtract includes
          both the contract value in the subaccounts in which you are invested
          and the contract value in your Fixed Interest Allocations, if any.

     3.   ANY POSITIVE DIFFERENCE IS YOUR MGAB. If there is a MGAB, we will
          automatically credit it on the MGAB Benefit Date to the subaccounts in
          which you are invested pro rata based on the proportion of your
          contract value in the subaccounts on that date, unless you have
          previously given us other allocation instructions. If you do not have
          an investment in any subaccount on the

GENERATIONS-110929                     33
<PAGE>

          MGAB Benefit Date, we will allocate the MGAB to the Liquid Asset
          subaccount on your behalf. After the crediting of the MGAB, the amount
          of your annuity income, cash surrender value and death benefits will
          reflect the crediting of the MGAB to your contract value to the extent
          the contract value is used to determine such value.

     PURCHASE. To purchase the MGAB rider, you must be age 80 or younger on the
rider date if you choose the ten-year option and age 65 or younger on the rider
date if you choose the twenty-year option. The waiting period must end at or
before your annuity start date. The MGAB rider may be purchased (i) on the
contract date, and (ii) within 30 days following the contract date. For
contracts issued more than 30 days before the date this rider first became
available in your state, the Company may in its discretion allow purchase of
this rider during the 30-day period preceding the first contract anniversary
after the date of this prospectus, or the date of state approval, whichever is
later.

     THE MGAB BENEFIT DATE. If you purchased the MGAB rider on the contract date
or added the MGAB rider within 30 days following the contract date, the MGAB
Benefit Date is your 10th contract anniversary for the ten-year option or 20th
contract anniversary for the twenty-year option. If you added the MGAB rider
during the 30-day period preceding your first contract anniversary after the
date of this prospectus, your MGAB Benefit Date will be the first contract
anniversary occurring after 10 years (for the ten-year option) or 20 years (for
the twenty-year option) after the rider date. The MGAB rider is not available if
the MGAB Benefit Date would fall beyond the latest annuity start date.

     CANCELLATION. If you elected the twenty-year option, you have a one-time
right to cancel the MGAB rider on your first contract anniversary that is at
least 10 years after the rider date. If you purchased the MGAB rider during the
30-day period following the contract date, your one-time right to cancel the
rider occurs on the tenth anniversary of your contract date. To cancel, you need
to send written notice to our Customer Service Center at least 30 days before
such anniversary date. If the MGAB rider is terminated before the MGAB Benefit
Date, you will not be credited with the MGAB and we will assess the pro rata
portion of the MGAB rider charge for the current quarter.

     NOTIFICATION. Any crediting of the MGAB will be reported in your first
quarterly statement following the MGAB Benefit Date.

MINIMUM GUARANTEED INCOME BENEFIT (MGIB) RIDER. The MGIB rider is an optional
benefit which guarantees that a minimum amount of annuity income will be
available to you if you annuitize on the MGIB Benefit Date, regardless of
fluctuating market conditions. The amount of the Minimum Guaranteed Income
Benefit will depend on the amount of premiums you pay during the five contract
years after you purchase the rider, the amount of contract value you allocate or
transfer to the Special Funds, the MGIB Rate, the adjustments for Special Fund
transfers, and any withdrawals you take while the rider is in effect. For a
discussion of the charges we deduct under the MGIB rider, see "Optional Rider
Charges." Ordinarily, the amount of income that will be available to you on the
annuity start date is based on your contract value, the annuity option you
selected and the guaranteed or income factors in effect on the date you
annuitize. If you purchase the MGIB rider, the minimum amount of income that
will be available to you upon annuitization on the MGIB Benefit Date is the
greatest of:

          (i)   your annuity income based on your contract value adjusted for
                any Market Value Adjustment on the MGIB Benefit Date applied to
                the guaranteed income factors specified in your Contract for the
                annuity option you selected;

          (ii)  your annuity income based on your contract value adjusted for
                any Market Value Adjustment on the MGIB Benefit Date applied to
                the then current income factors in effect for the annuity option
                you selected; and

          (iii) the MGIB annuity income based on your MGIB Benefit Base on the
                MGIB Benefit Date applied to the MGIB income factors specified
                in your rider for the MGIB annuity option you selected. Prior to
                applying the MGIB income factors, we will adjust the MGIB
                Benefit Base for any surrender charges, premium tax recovery and
                Market Value Adjustments that would otherwise apply at
                annuitization.

GENERATIONS-110929                     34
<PAGE>

Prior to your latest annuity start date, you may choose to exercise your right
to receive payments under the MGIB rider on the MGIB Benefit Date. Payments
under the rider begin on the MGIB Benefit Date. We require a 10-year waiting
period before you can annuitize under the MGIB rider benefit. The MGIB must be
exercised in the 30-day period prior to the end of the waiting period or any
subsequent contract anniversary. At your request, the Company may in its
discretion extend the latest contract annuity start date without extending the
MGIB Benefit Date.

     DETERMINING THE MGIB ANNUITY INCOME. On the MGIB Benefit Date, we calculate
your MGIB annuity income as follows:

     1.   WE FIRST DETERMINE YOUR MGIB BENEFIT BASE. The MGIB Benefit Base is
          only a calculation used to determine the MGIB. The MGIB Benefit Base
          does not represent a contract value, nor does it guarantee performance
          of the subaccounts in which you are invested. It is also not used in
          determining the amount of your cash surrender value and death
          benefits. Any reset of contract value under provisions of the Contract
          or other riders will not increase the MGIB Base or MGIB Base Maximum.

          The MGIB Base is tracked separately for Special and Non-Special Funds,
          based on initial allocation of eligible premium (or contract value)
          and subsequently allocated eligible premiums, withdrawals and
          transfers. Contract value is used as the initial value if the rider is
          added after the contract date. The MGIB Benefit Base equals the sum of
          (1) the contract value of Special Funds, and (2) the MGIB Base for
          Non-Special Funds. Thus, investing in the Special Funds may limit the
          MGIB benefit. The MGIB Base is equal to the lesser of (i) and (ii)
          where:

          (i)   is your initial premium (or contract value on the rider date if
                you purchased the MGIB rider after the contract date), plus any
                eligible additional premiums added to your Contract, reduced pro
                rata by all withdrawals taken while the MGIB rider is in effect,
                accumulated at the MGIB Rate to the earlier of the oldest owner
                reaching age 80 and reaching the MGIB Base Maximum, and at 0%
                thereafter; and

          (ii)  is the MGIB Base Maximum, which equals 200% of allocated
                eligible premiums, adjusted for withdrawals and transfers.

          Eligible additional premium payments are those added more than 5 years
          before the earliest MGIB Benefit Date and are included in the MGIB
          Base. Premiums paid after that are excluded from the MGIB Base.

          Net transfers from Special Funds to Non-Special Funds will reduce the
          MGIB Base and MGIB Base Maximum allocated to Special Funds on a pro
          rata basis. The resulting increase in the MGIB Base for Non-Special
          Funds will equal the lesser of the reduction in the MGIB Base for
          Special Funds and the net contract value transferred. The increase in
          the MGIB Base Maximum for Non-Special Funds equals the reduction in
          the MGIB Base Maximum for Special Funds.

          Net transfers from Non-Special Funds to Special Funds will reduce the
          MGIB Base and MGIB Base Maximum allocated to Non-Special Funds on a
          pro rata basis. The resulting increase in the MGIB Base and the MGIB
          Base Maximum for Special Funds equals the reduction in the MGIB Base
          and MGIB Base Maximum for Non-Special Funds. Transfers to one or more
          Special Funds could reduce the MGIB benefit.

          The MGIB Rate is currently 7%. The Company may at its discretion
          discontinue offering this rate. The MGIB Rate is an annual effective
          rate.

     2.   THEN WE DETERMINE THE MGIB ANNUITY INCOME BY MULTIPLYING YOUR MGIB
          BENEFIT BASE (ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, SURRENDER
          CHARGE AND PREMIUM TAXES) BY THE INCOME FACTOR, AND THEN DIVIDE BY
          $1,000.

GENERATIONS-110929                     35
<PAGE>

          Two MGIB Income Options are available under the MGIB Rider:

          (i)   Income for Life (Single Life or Joint with 100% Survivor) and
                10-30 Year Certain;

          (ii)  Income for a 20-30 Year Period Certain; or

          (iii) Any other income plan offered by the Company in connection with
                the MGIB rider on the MGIB Benefit Date.

     On the MGIB Benefit Date, we would apply the MGIB Benefit Base using the
Table of Income Factors specified in the MGIB rider for the Income Option you
selected. The guaranteed factors contained in the MGIB rider generally provide
lower payout per $1,000 of value applied than the guaranteed factors found in
your Contract.

     Then we compare the MGIB annuity income under the rider guarantee for the
option selected with the annuity income under your Contract guarantee for the
same option. The greater amount of income will be available to you on the MGIB
Benefit Date.

     PURCHASE. To purchase the MGIB rider, you must be age 79 or younger on the
rider date and the ten-year waiting period must end at or prior to the latest
annuity start date. The MGIB rider must be purchased (i) on the contract date,
or (ii) within thirty days after the contract date. For contracts issued more
than 30 days before the date this rider first became available in your state,
the Company may in its discretion allow purchase of this rider during the 30-day
period preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later. There is a ten
year waiting period before you can annuitize under the MGIB rider.

     THE MGIB BENEFIT DATE. If you purchased the MGIB rider on the contract date
or added the MGIB rider within 30 days following the contract date, the MGIB
Benefit Date is the contract anniversary on or after the tenth contract
anniversary when you decide to exercise your right to annuitize under the MGIB
rider. If you added the MGIB rider at any other time, your MGIB Benefit Date is
the contract anniversary at least 10 years after the rider date when you decide
to exercise your right to annuitize under the MGIB rider.

     NO CHANGE OF ANNUITANT. Once the MGIB rider is purchased, the annuitant may
not be changed except for the following exception. If an annuitant who is not a
contract owner dies prior to annuitization, a new annuitant may be named in
accordance with the provisions of your Contract. The MGIB Base is unaffected and
continues to accumulate.

     NOTIFICATION. On or about 30 days prior to the MGIB Benefit Date, we will
provide you with notification which will include an estimate of the amount of
MGIB annuity benefit available if you choose to exercise. The actual amount of
the MGIB annuity benefit will be determined as of the MGIB Benefit Date.

THE MGIB RIDER DOES NOT RESTRICT OR LIMIT YOUR RIGHT TO ANNUITIZE THE CONTRACT
AT ANY TIME PERMITTED UNDER THE CONTRACT. THE MGIB RIDER DOES NOT RESTRICT YOUR
RIGHT TO ANNUITIZE THE CONTRACT USING CONTRACT VALUES THAT MAY BE HIGHER THAN
THE MGIB ANNUITY BENEFIT.

THE BENEFITS ASSOCIATED WITH THE MGIB RIDER ARE AVAILABLE ONLY IF YOU ANNUITIZE
YOUR CONTRACT UNDER THE RIDER AND IN ACCORDANCE WITH THE PROVISIONS SET FORTH
ABOVE. ANNUITIZING USING THE MGIB MAY RESULT IN THE MORE FAVORABLE STREAM OF
INCOME PAYMENTS UNDER YOUR CONTRACT. BECAUSE THE MGIB RIDER IS BASED ON
CONSERVATIVE ACTUARIAL FACTORS, THE LEVEL OF LIFETIME INCOME THAT IT GUARANTEES
MAY BE LESS THAN THE LEVEL THAT MIGHT BE PROVIDED BY THE APPLICATION OF YOUR
CONTRACT VALUE TO THE CONTRACT'S APPLICABLE ANNUITY FACTORS. YOU SHOULD CONSIDER
ALL OF YOUR OPTIONS AT THE TIME YOU BEGIN THE INCOME PHASE OF YOUR CONTRACT.

MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB) RIDER. The MGWB rider is an
optional benefit which guarantees that if your contract value is reduced to zero
you will receive periodic payments equal to all premium payments paid during the
first two contract years (Eligible Payment Amount) adjusted for any prior
withdrawals. To maintain this guarantee, withdrawals in any contract year may
not exceed 7% of your adjusted Eligible Payment Amount. If your contract value
is reduced to zero, your periodic payments will be

GENERATIONS-110929                     36
<PAGE>

7% of your Eligible Payment Amount every year. Payments continue until your MGWB
Withdrawal Account is reduced to zero. For a discussion of the charges we deduct
under the MGWB rider, see "Optional Rider Charges." Each payment you receive
under the MGWB rider will be taxed as a withdrawal and may be subject to a
penalty tax. See "Withdrawals" and "Federal Tax Considerations" for more
information. Your original Eligible Payment Amount depends on when you purchase
the MGWB rider and is:

          (i)   if you purchased the MGWB rider on the contract date, your
                premium payments received during the first two contract years;
                or

          (ii)  if you purchased the MGWB rider after the contract date, your
                contract value on the rider date, including any premiums
                received that day, and any subsequent premium payments received
                during the two-year period commencing on the rider date.

     THE MGWB WITHDRAWAL ACCOUNT. The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for periodic
payments under the MGWB rider. It does not represent a contract value, nor does
it guarantee performance of the subaccounts in which you are invested. It will
not affect your annuitization, surrender and death benefits.

The MGWB Withdrawal Account is equal to the Eligible Payment Amount, tracked
separately for Special and Non-Special Funds, adjusted for any withdrawals and
transfers between Special and Non-Special Funds. THE MGWB WITHDRAWAL ACCOUNT
EQUALS THE SUM OF (A) THE MGWB WITHDRAWAL ACCOUNT ALLOCATED TO NON-SPECIAL
FUNDS, AND (B) THE LESSER OF (1) THE MGWB WITHDRAWAL ACCOUNT ALLOCATED TO
SPECIAL FUNDS AND (2) THE CONTRACT VALUE IN THE SPECIAL FUNDS. THUS, INVESTING
IN THE SPECIAL FUNDS MAY LIMIT THE MGWB WITHDRAWAL ACCOUNT.

Withdrawals of up to 7% per year of the Eligible Payment Amount will reduce the
value of your MGWB Withdrawal Account by the dollar amount of the withdrawal for
Non-Special Funds and pro rata for Special Funds, based on the source of the
withdrawal. Any withdrawals greater than the 7% per year of the Eligible Payment
Amount will cause a reduction in the MGWB Withdrawal Account of the Special and
Non-Special Funds, by the proportion that the withdrawal bears to the contract
value in Special and Non-Special Funds, respectively, at the time of the
withdrawal. If a single withdrawal involves both Special and Non-Special Funds
and causes the 7% to be exceeded, the withdrawal will be treated as taken first
from Non-Special Funds. Any withdrawals greater than 7% per year of the Eligible
Payment Amount will also cause a reduction in the Eligible Payment Amount by the
proportion that the withdrawal bears to the contract value at the time of the
withdrawal. The MGWB Withdrawal Account is also reduced by the amount of any
periodic payments paid under the MGWB rider once your contract value is zero. If
a withdrawal reduces the MGWB Withdrawal Account to zero, the MGWB rider
terminates and no further benefits are payable under the rider. Net transfers
from Special Funds to Non-Special Funds will reduce the MGWB Withdrawal Account
allocated to Special Funds on a pro rata basis. The resulting increase in the
MGWB Withdrawal Account allocated to Non-Special Funds will equal the lesser of
the reduction in the MGWB Withdrawal Account for Special Funds and the net
contract value transferred.

Net transfers from Non-Special Funds to Special Funds will reduce the MGWB
Withdrawal Account allocated to Non-Special Funds on a pro rata basis. The
resulting increase in the MGWB Withdrawal Account allocated to Special Funds
equals the reduction in the MGWB Withdrawal Account for Non-Special Funds.

GUARANTEED WITHDRAWAL STATUS. You may continue to make withdrawals in any amount
permitted under your Contract so long as your contract value is greater than
zero. See "Withdrawals." However, making any withdrawals in any year greater
than 7% per year of the Eligible Payment Amount will reduce the Eligible Payment
Amount for future withdrawals and payments under the MGWB rider by the
proportion that the withdrawal bears to the contract value at the time of the
withdrawal. The MGWB rider will remain in force and you may continue to make
withdrawals each year so long as:

          (i)   your contract value is greater than zero;

          (ii)  your MGWB Withdrawal Account is greater than zero;

GENERATIONS-110929                     37
<PAGE>

          (iii) your latest allowable annuity start date has not been reached;

          (iv)  you have not elected to annuitize your Contract; and

          (v)   you have not died (unless your spouse has elected to continue
                the contract), changed the ownership of the Contract or
                surrendered the Contract.

The standard Contract provision limiting withdrawals to no more than 90% of the
cash surrender value is not applicable under the MGWB rider.

     AUTOMATIC PERIODIC BENEFIT STATUS. Under the MGWB rider, in the event your
contract value is reduced to zero your Contract is given what we refer to as
Automatic Periodic Benefit Status, if:

          (i)   your MGWB Withdrawal Account is greater than zero;

          (ii)  your latest allowable annuity start date has not been reached;

          (iii) you have not elected to annuitize your Contract; and

          (iv)  you have not died, changed the ownership of the Contract or
                surrendered the Contract.

Once your Contract is given Automatic Periodic Benefit Status, we will pay you
the annual MGWB periodic payments, beginning on the next contract anniversary,
equal to the lesser of the remaining MGWB Withdrawal Account or 7% annually of
your Eligible Payment Amount until the earliest of (i) your contract's latest
annuity start date, (ii) the death of the owner; or (iii) until your MGWB
Withdrawal Account is exhausted. We will reduce the MGWB Withdrawal Account by
the amount of each payment. Once your Contract is given Automatic Periodic
Benefit Status, we will not accept any additional premium payments in your
Contract and the Contract will not provide any benefits except those provided by
the MGWB rider. Any other rider terminates. Your Contract will remain in
Automatic Periodic Benefit Status until the earliest of (i) payment of all MGWB
periodic payments (ii) payment of the Commuted Value (defined below) or (iii)
the owner's death has occurred.

On the contract's latest annuity start date, in lieu of making the remaining
MGWB periodic payments, we will pay you the Commuted Value of your MGWB periodic
payments remaining. We may, at our option, extend your annuity start date in
order to continue the MGWB periodic payments. The Commuted Value is the present
value of any then remaining MGWB periodic payments at the current interest rate
plus 0.50%. The current interest rate will be determined by the average of the
Ask Yields for U.S. Treasury Strips as quoted by a national quoting service for
period(s) applicable to the remaining payments. Once the last MGWB periodic
payment is made or we pay you the Commuted Value, your Contract and the MGWB
rider terminate.

     DEATH BENEFIT DURING AUTOMATIC PERIODIC BENEFIT STATUS. If you have never
withdrawn more than 7% per year of the Eligible Payment Amount and you elected
the 7% Solution Enhanced Death Benefit in your Contract (or you elected the Max
7 Enhanced Death Benefit resulting in the 7% Solution Enhanced Death Benefit as
the actual death benefit), the death benefit otherwise payable under the terms
of your Contract will remain in force during any Automatic Periodic Benefit
Status. In determining the amount of the death benefit during the Automatic
Periodic Benefit Status we deem your contract value to be zero and treat the
MGWB periodic payments as withdrawals. In all other cases, the death benefit
payable during Automatic Periodic Benefit Status is your MGWB Withdrawal Account
which equals the sum of the remaining MGWB periodic payments. If you elected the
Max 7 Enhanced Death Benefit, then the 7% Solution and the Annual Ratchet
components shall each be calculated as if each were the elected death benefit
option.

     PURCHASE. To purchase the MGWB rider, you must be age 80 or younger on the
rider date. The MGWB rider must be purchased (i) on the contract date, or (ii)
within 30 days after the contract date. For contracts issued more than 30 days
before the date this rider first became available in your state, the Company may
in its discretion allow purchase of this rider during the 30-day period
preceding the first contract anniversary after the date of this prospectus, or
the date of state approval, whichever is later.

GENERATIONS-110929                     38
<PAGE>

OTHER CONTRACTS We offer other variable annuity contracts that also invest in
the same investment portfolios of the Trusts. These contracts have different
charges that could effect their performance, and may offer different benefits
more suitable to your needs. To obtain more information about these other
contracts, contact our Customer Service Center or your registered
representative.

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit," "Charges
and Fees," "The Annuity Options" and "Other Contract Provisions" in this
prospectus for information on other important provisions in your Contract.

--------------------------------------------------------------------------------
                                   WITHDRAWALS
--------------------------------------------------------------------------------

Any time during the accumulation phase and before the death of the contract
owner, except under certain qualified contracts, you may withdraw all or part of
your money. Keep in mind that if you request a withdrawal for more than 90% of
the cash surrender value, we will treat it as a request to surrender the
Contract. If any single withdrawal or the sum of withdrawals exceeds the Free
Withdrawal Amount, you will incur a surrender charge. The Free Withdrawal Amount
is the total of (i) your cumulative earnings (which is your contract value less
premium payments received and prior withdrawals), and (ii) 10% of premium
payments not previously withdrawn received within 8 years prior to the date of
the withdrawal.

You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn, otherwise the
withdrawal will be made on a pro rata basis from all of the subaccounts in which
you are invested. If there is not enough contract value in the subaccounts, we
will deduct the balance of the withdrawal from your Fixed Interest Allocations
starting with the guaranteed interest periods nearest their maturity dates until
we have honored your request. We will apply a Market Value Adjustment to any
withdrawal from your Fixed Interest Allocation taken more than 30 days before
its maturity date. Definitive guidance on the proper federal tax treatment of
the Market Value Adjustment has not been issued. You may want to discuss the
potential tax consequences of a Market Value Adjustment with your tax adviser.
We will determine the contract value as of the close of business on the day we
receive your withdrawal request at our Customer Service Center. The contract
value may be more or less than the premium payments made.

If the aggregate percentage cap on allocations to the Restricted Funds has been
exceeded, any subsequent withdrawals must be taken so that the percentage of
contract value in the Restricted Funds following the withdrawal would not be
greater than the percentage of contract value in the Restricted Funds prior to
the withdrawal. If a requested withdrawal would cause the percentage cap to be
exceeded, the amount of the withdrawal in excess of the cap would be taken pro
rata from all variable subaccounts.

For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal. This transfer will not affect the withdrawal amount
you receive.

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $100. We will apply a Market Value Adjustment to any
regular withdrawal from a Fixed Interest Allocation that is taken more than 30
days before its maturity date.

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawal payments (1) from the
contract value in the subaccounts in which you are invested, or (2) from the
interest earned in your Fixed Interest Allocations.

GENERATIONS-110929                     39
<PAGE>

Systematic withdrawals may be taken monthly, quarterly or annually. If you have
contract value allocated to one or more Restricted Funds, and you elect to
receive systematic withdrawals from the subaccounts in which you are invested,
the systematic withdrawals must be taken pro rata from all subaccounts in which
contract value is invested. If you do not have contract value allocated to a
Restricted Fund and choose systematic withdrawals on a non pro rata basis, we
will monitor the withdrawals annually. If you subsequently allocate contract
value to one or more Restricted Funds, we will require you to take your
systematic withdrawals on a pro rata basis from all subaccounts in which
contract value is invested.

You decide when you would like systematic payments to start as long as it starts
at leasts 28 days after your contract date. You also select the date on which
the systematic withdrawals will be made, but this date cannot be later than the
28th day of the month. If you have elected to receive systematic withdrawals but
have not chosen a date, we will make the withdrawals on the same calendar day of
each month as your contract date. If your contract date is after the 28th, your
systematic withdrawal will be made on the 28th day of each month.

Each systematic withdrawal amount must be a minimum of $100. The amount of your
systematic withdrawal can either be (1) a fixed dollar amount, or (2) an amount
based on a percentage of the premiums not previously withdrawn from the
subaccounts in which you are invested. Both forms of systematic withdrawals are
subject to the following maximum, which is calculated on each withdrawal date:

                    FREQUENCY                   MAXIMUM PERCENTAGE
                    Monthly                           0.833%
                    Quarterly                          2.50%
                    Annually                          10.00%

If your systematic withdrawal is a fixed dollar amount and the amount to be
withdrawn would exceed the applicable maximum percentage of your premium
payments not previously withdrawn on any withdrawal date, we will automatically
reduce the amount withdrawn so that it equals such percentage. Thus, your fixed
dollar systematic withdrawals will never exceed the maximum percentage. If you
want fixed dollar systematic withdrawals to exceed the maximum percentage and
are willing to incur associated surrender charges, consider the Fixed Dollar
Systematic Withdrawal Feature which you may add to your regular systematic
withdrawal program.

If your systematic withdrawal is based on a percentage of the premiums not
previously withdrawn from the subaccounts in which you are invested and the
amount to be withdrawn based on that percentage would be less than $100, we will
automatically increase the amount to $100 as long as it does not exceed the
maximum percentage. If the systematic withdrawal would exceed the maximum
percentage, we will send the amount, and then automatically cancel your
systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to interest
earnings during the prior month, quarter, or year, depending on the frequency
you chose. Systematic withdrawals are not subject to a Market Value Adjustment,
unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed
below and the payments exceed interest earnings. Systematic withdrawals from
Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature
are available only in connection with Section 72(q) or 72(t) distributions. A
Fixed Interest Allocation may not participate in both the systematic withdrawal
option and the dollar cost averaging program at the same time.

You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. If you submit a subsequent premium payment after you have
applied for systematic withdrawals, we will not adjust future withdrawals under
the systematic withdrawal program unless you specifically request that we do so.

The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of
your withdrawals in any contract year during

GENERATIONS-110929                     40
<PAGE>

which you have previously taken a regular withdrawal. You may not elect the
systematic withdrawal option if you are taking IRA withdrawals.

     FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed
dollar amount regardless of any surrender charges or Market Value Adjustments.
Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section
72(q) or 72(t) distributions. You choose the amount of the fixed systematic
withdrawals, which may total up to an annual maximum of 10% of your premium
payments not previously withdrawn as determined on the day we receive your
election of this feature. The maximum limit will not be recalculated when you
make additional premium payments, unless you instruct us to do so. We will
assess a surrender charge on the withdrawal date if the withdrawal exceeds the
maximum limit as calculated on the withdrawal date. We will assess a Market
Value Adjustment on the withdrawal date if the withdrawal from a Fixed Interest
Allocation exceeds your interest earnings on the withdrawal date. We will apply
the surrender charge and any Market Value Adjustment directly to your contract
value (rather than to the systematic withdrawal) so that the amount of each
systematic withdrawal remains fixed.

Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the maximum.
Such withdrawals are subject to surrender charges and Market Value Adjustment
when they exceed the applicable maximum percentage.

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during the
current calendar year, you may elect to have distributions made to you to
satisfy requirements imposed by federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service ("IRS")
rules governing mandatory distributions under qualified plans. We will send you
a notice before your distributions commence. You may elect to take IRA
withdrawals at that time, or at a later date. You may not elect IRA withdrawals
and participate in systematic withdrawals at the same time. If you do not elect
to take IRA withdrawals, and distributions are required by federal tax law,
distributions adequate to satisfy the requirements imposed by federal tax law
may be made. Thus, if you are participating in systematic withdrawals,
distributions under that option must be adequate to satisfy the mandatory
distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or annual
basis. Under this option, you may elect payments to start as early as 28 days
after the contract date. You select the day of the month when the withdrawals
will be made, but it cannot be later than the 28th day of the month. If no date
is selected, we will make the withdrawals on the same calendar day of the month
as the contract date.

You may request that we calculate for you the amount that is required to be
withdrawn from your Contract each year based on the information you give us and
various choices you make. For information regarding the calculation and choices
you have to make, see the SAI. Or, we will accept your written instructions
regarding the calculated amount required to be withdrawn from your Contract each
year. The minimum dollar amount you can withdraw is $100. When we determine the
required IRA withdrawal amount for a taxable year based on the frequency you
select, if that amount is less than $100, we will pay $100. At any time where
the IRA withdrawal amount is greater than the contract value, we will cancel the
Contract and send you the amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each contract
year or cancel this option at any time by sending satisfactory notice to our
Customer Service Center at least 7 days before the next scheduled withdrawal
date.

An IRA withdrawal in excess of the amount allowed under systematic withdrawals
will be subject to a Market Value Adjustment.

GENERATIONS-110929                     41
<PAGE>

CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH TAKING
WITHDRAWALS. You are responsible for determining that withdrawals comply with
applicable law. A withdrawal made before the taxpayer reaches age 59 1/2 may
result in a 10% penalty tax. See "Federal Tax Considerations" for more details.


--------------------------------------------------------------------------------
                        TRANSFERS AMONG YOUR INVESTMENTS
--------------------------------------------------------------------------------

You may transfer your contract value among the subaccounts in which you are
invested and your Fixed Interest Allocations at the end of the free look period
until the annuity start date. We currently do not charge you for transfers made
during a contract year, but reserve the right to charge $25 for each transfer
after the twelfth transfer in a contract year. We also reserve the right to
limit the number of transfers you may make and may otherwise modify or terminate
transfer privileges if required by our business judgment or in accordance with
applicable law. We will apply a Market Value Adjustment to transfers from a
Fixed Interest Allocation taken more than 30 days before its maturity date,
unless the transfer is made under the dollar cost averaging program. Keep in
mind that transfers between Special Funds and other investment portfolios may
negatively impact your death benefit or rider benefits.

If you allocate contract value to an investment option that has been designated
as a Restricted Fund, your ability to transfer contract value to the Restricted
Fund may be limited. A transfer to the Restricted Funds will not be permitted to
the extent that it would increase the contract value in the Restricted Fund to
more than the applicable limits following the transfer. We do not limit
transfers from Restricted Funds. If the result of multiple reallocations is to
lower the percentage of total contract value in the Restricted Fund, the
reallocation will be permitted even if the percentage of contract value in the
Restricted Fund is greater than the limit.

Please be aware that the benefit we pay under an optional benefit rider may be
affected by certain transfers you make while the rider is in effect. Transfers,
including those involving Special Funds, may also affect your optional rider
base. See "The Annuity Contract -- Optional Riders."

Transfers will be based on values at the end of the business day in which the
transfer request is received at our Customer Service Center.

The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount or a Fixed Interest Allocation.

To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. Any transfer request received after
4:00 p.m. eastern time or the close of the New York Stock Exchange will be
effected on the next business day. Separate Account B and the Company will not
be liable for following instructions communicated by telephone or other approved
electronic means that we reasonably believe to be genuine. We may require
personal identifying information to process a request for transfer made over the
telephone, over the internet or other approved electronic means.

TRANSFERS BY THIRD PARTIES
As a convenience to you, we currently allow you to give third parties the right
to effect transfers on your behalf. However, when the third party makes
transfers for many contract owners, the result can be simultaneous transfers
involving large amounts of contract values. Such transfers can disrupt the
orderly management of the investment portfolios available to the Contract, can
result in higher costs to contract owners, and may not be compatible with the
long term goals of contract owners. We require third parties making multiple,
simultaneous or large volume transfers to execute a third party service
agreement with us prior to executing such transfers. Therefore, we may at any
time exercise our business judgment and limit or discontinue accepting transfers
made by a third party. We will notify any third party whose transfers are
limited or discontinued by telephone, facsimile or email according to our
records, followed by a letter. These limits may be based on, among other
criteria, the amount of the aggregate trade or the available investment options
for which third parties may make trades on behalf of multiple contract owners.

GENERATIONS-110929                     42
<PAGE>

We may establish additional procedures or change existing procedures at any time
in the exercise of our business judgment.

DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you have at
least $1,200 of contract value in the (i) Limited Maturity Bond subaccount or
the Liquid Asset subaccount, or (ii) a Fixed Interest Allocation with either a
6-month or a 1-year guaranteed interest period. These subaccounts or Fixed
Interest Allocations serve as the source accounts from which we will, on a
monthly basis, automatically transfer a set dollar amount of money to other
subaccounts selected by you. We also may offer DCA Fixed Interest Allocations,
which are 6-month and 1-year Fixed Interest Allocations available exclusively
for use with the dollar cost averaging program. The DCA Fixed Interest
Allocations require a minimum premium payment of $1,200 directed into a DCA
Fixed Interest Allocation.

The dollar cost averaging program is designed to lessen the impact of market
fluctuation on your investment. Since we transfer the same dollar amount to
other subaccounts each month, more units of a subaccount are purchased if the
value of its unit is low and fewer units are purchased if the value of its unit
is high. Therefore, a lower than average value per unit may be achieved over the
long term. However, we cannot guarantee this. When you elect the dollar cost
averaging program, you are continuously investing in securities regardless of
fluctuating price levels. You should consider your tolerance for investing
through periods of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar amount you
want transferred under this program. Each monthly transfer must be at least
$100. If your source account is the Limited Maturity Bond subaccount, the Liquid
Asset subaccount or a 1-year Fixed Interest Allocation, the maximum amount that
can be transferred each month is your contract value in such source account
divided by 12. If your source account is a 6-month Fixed Interest Allocation,
the maximum amount that can be transferred each month is your contract value in
such source account divided by 6. You may change the transfer amount once each
contract year. If you have a DCA Fixed Interest Allocation, there is no minimum
or maximum transfer amount; we will transfer all your money allocated to that
source account into the subaccount(s) in equal payments over the selected
6-month or 1-year period. The last payment will include earnings accrued over
the course of the selected period. If you make an additional premium payment
into a Fixed Interest Allocation subject to dollar cost averaging, the amount of
your transfers under the dollar cost averaging program remains the same, unless
you instruct us to increase the transfer amount.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest Allocation
under the dollar cost averaging program are not subject to a Market Value
Adjustment. However, if you terminate the dollar cost averaging program for a
DCA Fixed Interest Allocation and there is money remaining in the DCA Fixed
Interest Allocation, we will transfer the remaining money to the Liquid Asset
subaccount. Such transfer will trigger a Market Value Adjustment if the transfer
is made more than 30 days before the maturity date of the DCA Fixed Interest
Allocation.

If you do not specify the subaccounts to which the dollar amount of the source
account is to be transferred, we will transfer the money to the subaccounts in
which you are invested on a proportional basis. The transfer date is the same
day each month as your contract date. If, on any transfer date, your contract
value in a source account is equal or less than the amount you have elected to
have transferred, the entire amount will be transferred and the program will
end. You may terminate the dollar cost averaging program at any time by sending
satisfactory notice to our Customer Service Center at least 7 days before the
next transfer date. A Fixed Interest Allocation or DCA Fixed Interest Allocation
may not participate in the dollar cost averaging program and in systematic
withdrawals at the same time.

You are permitted to transfer contract value to a Restricted Fund, subject to
the limitations described above in this section and in "The Investment
Portfolios." Compliance with the individual and aggregate Restricted Fund limits
will be reviewed when the dollar cost averaging program is established.
Transfers under the dollar cost averaging program must be within those limits.
We will not review again your dollar cost averaging election for compliance with
the individual and aggregate limits for investment in the Restricted Funds
except in the case of the transactions described below.

GENERATIONS-110929                     43
<PAGE>

     o    Amount added to source account: If you add amounts to the source
          account which would increase the amount to be transferred under the
          dollar cost averaging program, we will review the amounts to be
          transferred to ensure that the individual and aggregate limits are
          not being exceeded. If such limits would be exceeded, we will require
          that the dollar cost averaging transfer amounts be changed to ensure
          that the transfers are within the limits based on the then current
          allocation of contract value to the Restricted Fund(s) and the then
          current value of the amount designated to be transferred to that
          Restricted Fund(s).

     o    Additional premium paid: Up to the individual Restricted Fund
          percentage limit may be allocated to a Restricted Fund. If more than
          the individual limit has been requested to be allocated to a
          Restricted Fund, we will look at the aggregate limit, subtract the
          current allocation to Restricted Funds, and subtract the current value
          of amounts to be transferred under the dollar cost averaging program
          to Restricted Funds. The excess, if any, is the maximum that may be
          allocated pro rata to Restricted Funds.

     o    Reallocation request is made while the dollar cost averaging program
          is active: If the reallocation would increase the amount allocated to
          Restricted Funds, the maximum that may be so allocated is the
          individual Restricted Fund percentage limit, less the current
          allocation to Restricted Funds and less the current value of any
          remaining amounts to be transferred under the dollar cost averaging
          program to the Restricted Funds.

We may in the future offer additional subaccounts or withdraw any subaccount or
Fixed Interest Allocation to or from the dollar cost averaging program, stop
offering DCA Fixed Interest Allocations or otherwise modify, suspend or
terminate this program. Of course, such change will not affect any dollar cost
averaging programs in operation at the time.

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the subaccounts of
Separate Account B, you may elect to have your investments in the subaccounts
automatically rebalanced. You are permitted to reallocate between Restricted and
non-Restricted Funds, subject to the limitations described above in this section
and in "The Investment Portfolios." If the reallocation would increase the
amount allocated to the Restricted Funds, the maximum that may be so allocated
is the individual Restricted Fund percentage limit, less the current allocation
to all Restricted Funds.

We will transfer funds under your Contract on a quarterly, semi-annual, or
annual calendar basis among the subaccounts to maintain the investment blend of
your selected subaccounts. The minimum size of any allocation must be in full
percentage points. Rebalancing does not affect any amounts that you have
allocated to the Fixed Account. The program may be used in conjunction with the
systematic withdrawal option only if withdrawals are taken pro rata. Automatic
rebalancing is not available if you participate in dollar cost averaging.
Automatic rebalancing will not take place during the free look period.

To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center. We will begin the program on the last business day of
the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your
contract value among the subaccounts or if you make an additional premium
payment or partial withdrawal on other than a pro rata basis. Additional premium
payments and partial withdrawals effected on a pro rata basis will not cause the
automatic rebalancing program to terminate.

GENERATIONS-110929                     44
<PAGE>

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                              DEATH BENEFIT CHOICES
--------------------------------------------------------------------------------


DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit, and earnings multiplier benefit,
if elected, is payable when either the annuitant (when a contract owner is not
an individual), the contract owner or the first of joint owners dies. Assuming
you are the contract owner, your beneficiary will receive a death benefit unless
the beneficiary is your surviving spouse and elects to continue the Contract.
The death benefit value is calculated at the close of the business day on which
we receive written notice and due proof of death, as well as any required
paperwork, at our Customer Service Center. If your beneficiary elects to delay
receipt of the death benefit until a date after the time of death, the amount of
the benefit payable in the future may be affected. The proceeds may be received
in a single sum or applied to any of the annuity options. If we do not receive a
request to apply the death benefit proceeds to an annuity option, we will make a
single sum distribution. We will generally pay death benefit proceeds within 7
days after our Customer Service Center has received sufficient information to
make the payment. For information on required distributions under federal income
tax laws, you should see "Required Distributions upon Contract Owner's Death."

Your death benefit and mortality and expense risk charge depend on the category
of contract owners to which you belong and on the death benefit that you choose.
There are two categories of contract owners covered by this prospectus. For ease
of reference, they are called Pre-2001 and Yr-2001 contract owners. The category
of contract that you own is indicated in the cover letter which accompanies this
prospectus. If you are unsure which category applies to you, please call our
Customer Service Center. The telephone number is (800) 366-0066.

The following is a general description of the categories:

     Pre-2001: Contracts, whenever purchased, which offer one death benefit
               option (as approved in the state of issue at the time of
               purchase).

     Yr-2001:  Contracts purchased on or after January 2, 2001 which offer five
               death benefit options (as approved in the state of issue at the
               time of purchase).

Other than as specifically noted, this Prospectus describes the benefits
applicable to all categories of contract owners.

THE FOLLOWING DESCRIBES THE DEATH BENEFIT OPTIONS FOR CONTRACT OWNERS IN
YR-2001. IF YOU ARE A PRE-2001 CONTRACT OWNER, PLEASE SEE APPENDIX E FOR A
DESCRIPTION OF THE CALCULATION OF THE DEATH BENEFITS APPLICABLE UNDER YOUR
CONTRACT. IF YOU ARE UNSURE OF WHICH CATEGORY APPLIES TO YOU, PLEASE CALL OUR
CUSTOMER SERVICE CENTER.

You may choose one of the following Death Benefits: (a) the Standard Death
Benefit, (b) the Deferred Ratchet Enhanced Death Benefit, (c) the 7% Solution
Enhanced Death Benefit, (d) the Annual Ratchet Enhanced Death Benefit or (e)
the Max 7 Enhanced Death Benefit. The Deferred Ratchet, 7% Solution, Annual
Ratchet and Max 7 Enhanced Death Benefits may not be available where a
Contract is held by joint owners.

Once you choose a death benefit, it cannot be changed. We may in the future stop
or suspend offering any of the Enhanced Death Benefit options to new Contracts.
A change in ownership of the Contract may affect the amount of the death benefit
and the Enhanced Death Benefit. The MGWB rider may also affect the death
benefit. See "Minimum Guaranteed Withdrawal Benefit (MGWB) Rider -- Death
Benefit during Automatic Periodic Benefit Status." The Enhanced Death Benefits
are available only at the time you purchase your Contract. The enhanced death
benefits are not available where a Contract is owned by joint owners.

The death benefit, and earnings multiplier benefit, if elected, is payable when
the first of the following persons dies: the contract owner, joint owner, or
annuitant (if a contract owner is not an individual). Assuming you are the
contract owner, if you die during the accumulation phase, your beneficiary will
receive a death benefit unless the beneficiary is your surviving spouse and
elects to continue the Contract. The death benefit paid depends on the death
benefit you have chosen. The death benefit value is calculated at

GENERATIONS-110929                     45
<PAGE>

the close of the business day on which we receive written notice and due proof
of death, as well as required claim forms, at our Customer Service Center. If
your beneficiary elects to delay receipt of the death benefit until a date after
the time of your death, the amount of the benefit payable in the future may be
affected. If you die after the annuity start date and you are the annuitant,
your beneficiary will receive the death benefit you chose under the annuity
option then in effect.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

We use the Base Death Benefit to help determine the minimum death benefit
payable under each of the death benefit options described below. You do
not elect the Base Death Benefit. The Base Death Benefit is equal to the greater
of:

     1)   the contract value; and

     2)   the cash surrender value.

The STANDARD DEATH BENEFIT equals the GREATER of the Base Death Benefit and the
SUM of:

     1)   the contract value allocated to Special Funds; and

     2)   the Standard Minimum Guaranteed Death Benefit for amounts allocated to
          Non-Special Funds.

The Standard Minimum Guaranteed Death Benefit equals:

     1)   the initial premium payment, allocated to Special and Non-Special
          Funds, respectively;

     2)   increased by premium payments, and adjusted for transfers, allocated
          to Special and Non-Special Funds, respectively, after issue; and

     3)   reduced by a pro rata adjustment for any withdrawal or transfer taken
          from the Special and Non-Special Funds, respectively.

In the event of transfers from Special to Non-Special funds, the increase in the
Minimum Guaranteed Death Benefit of the Non-Special Fund will equal the lesser
of the reduction in the Minimum Guaranteed Death Benefit in the Special Fund and
the contract value transferred. In the event of transfers from Non-Special to
Special Funds, the increase in the Minimum Guaranteed Death Benefit of the
Special Fund will equal the reduction in the Minimum Guaranteed Death Benefit in
the Non-Special Fund.

ENHANCED DEATH BENEFIT OPTIONS. Under the Enhanced Death Benefit options, if you
die before the annuity start date, your beneficiary will receive the greater of
the Base Death Benefit and the Enhanced Death Benefit option elected. For
purposes of calculating the Enhanced Death Benefits, certain investment
portfolios, and the Fixed Account are designated as "Special Funds." In addition
to the Fixed Account, the investment portfolios designated currently as Special
Funds are the Liquid Asset Portfolio and the Limited Maturity Bond Portfolio.

We may, with 30 days notice to you, designate any investment portfolio as a
Special Fund on existing contracts with respect to new premiums added to such
investment portfolio and also with respect to new transfers to such investment
portfolio. Selecting a Special Fund may limit or reduce the enhanced death
benefit.

For the period during which a portion of the contract value is allocated to a
Special Fund, we may at our discretion reduce the mortality and expense risk
charge attributable to that portion of the contract value. The reduced mortality
and expense risk charge will be applicable only during that period.

The DEFERRED RATCHET ENHANCED DEATH BENEFIT equals the greater of:

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the
          Deferred Ratchet Minimum Guaranteed Death Benefit allocated to
          Non-Special Funds

GENERATIONS-110929                     46
<PAGE>

The Deferred Ratchet Minimum Guaranteed Death Benefit equals:

     1)   the initial premium allocated at issue to Special and Non-Special
          Funds, respectively;

     2)   increased dollar for dollar by any premium allocated after issue to
          Special and Non-Special funds, respectively;

          a)   for Non-Special Funds, adjusted on each anniversary beginning
               with the 8th anniversary and ending on the last anniversary that
               occurs on or prior to attainment of age 85 to the greater of the
               Deferred Ratchet Minimum Guaranteed Death Benefit for Non-Special
               Funds from the prior anniversary (adjusted for new premiums,
               partial withdrawals allocated to Non-Special Funds, and transfers
               between Special and Non-Special Funds) and the current contract
               value allocated to Non-Special Funds;

          b)   for Special Funds, adjusted on each anniversary beginning with
               the 8th anniversary and ending on the last anniversary that
               occurs on or prior to attainment of age 85 to the greater of the
               Deferred Ratchet Minimum Guaranteed Death Benefit for Special
               Funds from the prior anniversary (adjusted for new premiums,
               partial withdrawals allocated to Special Funds, and transfers
               between Special and Non-Special Funds) and the current contract
               value allocated to Special Funds.

Withdrawals reduce the Deferred Ratchet Minimum Guaranteed Death Benefit on a
pro rata basis, based on the amount withdrawn from the Special and Non-Special
Funds, respectively. The amount of the pro rata adjustment for withdrawals from
Non-Special Funds will equal (a) times (b) divided by (c): where (a) is the
Deferred Ratchet Minimum Guaranteed Death Benefit for Non-Special Funds prior to
the withdrawal; (b) is the contract value of the withdrawal; and (c) is the
contract value allocated to Non-Special Funds before withdrawal. The amount of
the pro rata adjustment for Special Funds will equal (a) times (b) divided by
(c): where (a) is the Deferred Ratchet Minimum Guaranteed Death Benefit for
Special Funds prior to the withdrawal; (b) is the contract value of the
withdrawal; and (c) is the contract value allocated to Special Funds before the
withdrawal.

Transfers from Special to Non-Special Funds will reduce the Deferred Ratchet
Minimum Guaranteed Death Benefit for Special Funds on a pro rata basis. The
resulting increase in the Deferred Ratchet Minimum Guaranteed Death Benefit in
the Non-Special Funds will equal the lesser of the reduction in the Deferred
Ratchet Minimum Guaranteed Death Benefit in the Special Funds and the contract
value transferred.

Transfers from Non-Special to Special Funds will reduce the Deferred Ratchet
Minimum Guaranteed Death Benefit for Non-Special Funds on a pro rata basis. The
resulting increase in the Deferred Ratchet Minimum Guaranteed Death Benefit for
the Special Funds will equal the reduction in the Deferred Ratchet Minimum
Guaranteed Death Benefit for the Non-Special Funds.

The 7% SOLUTION ENHANCED DEATH BENEFIT, equals the GREATER of:

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the 7%
          Solution Minimum Guaranteed Death Benefit for Non-Special Funds.

The 7% Solution Minimum Guaranteed Death Benefit for Special and Non-Special
Funds equals the lesser of:

     1)   premiums, adjusted for withdrawals and transfers, accumulated at 7%
          until the earlier of attainment of age 80 or reaching the cap (equal
          to 3 times all premium payments as reduced by adjustments for
          withdrawals) and thereafter at 0%, and

     2)   the cap.

Withdrawals of up to 7% per year of cumulative premiums are referred to as
special withdrawals. Special withdrawals reduce the 7% Solution Minimum
Guaranteed Death Benefit by the amount of contract value

GENERATIONS-110929                     47
<PAGE>

withdrawn. For any other withdrawals (withdrawals in excess of the amount
available as a special withdrawal), a pro rata adjustment to the 7% Solution
Minimum Guaranteed Death Benefit is made. The amount of the pro rata adjustment
for withdrawals from Non-Special Funds will equal (a) times (b) divided by (c):
where (a) is the 7% Solution Minimum Guaranteed Death Benefit for Non-Special
Funds prior to the withdrawal; (b) is the contract value of the withdrawal; and
(c) is the contract value allocated to Non-Special Funds before the withdrawal.
The amount of the pro rata adjustment for withdrawals from Special Funds will
equal (a) times (b) divided by (c): where (a) is the 7% Solution Minimum
Guaranteed Death Benefit for Special Funds prior to the withdrawal; (b) is the
contract value of the withdrawal; and (c) is the contract value allocated to
Special Funds before the withdrawal. Please see Appendix D for examples of the
pro rata withdrawal adjustment for withdrawals other than special withdrawals.

Transfers from Special to Non-Special Funds will reduce the 7% Solution Minimum
Guaranteed Death Benefit and the cap for Special Funds on a pro rata basis. The
resulting increase in the 7% Solution Minimum Guaranteed Death Benefit in the
Non-Special Funds will equal the lesser of the reduction in the 7% Solution
Minimum Guaranteed Death Benefit in the Special Funds and the contract value
transferred. The increase in the cap for Non-Special Funds will equal the
reduction in the cap for Special Funds.

Transfers from Non-Special to Special Funds will reduce the 7% Solution Minimum
Guaranteed Death Benefit and the cap in the Non-Special Funds on a pro rata
basis. The resulting increase in the 7% Solution Minimum Guaranteed Death
Benefit and the cap for the Special Funds will equal the reduction in the 7%
Solution Minimum Guaranteed Death Benefit and the cap for the Non-Special Funds.

The ANNUAL RATCHET ENHANCED DEATH BENEFIT equals the GREATER of:

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the
          Annual Ratchet Minimum Guaranteed Death Benefit allocated to
          Non-Special Funds.

The Annual Ratchet Minimum Guaranteed Death Benefit equals:

     1)   the initial premium allocated at issue to Special and Non-Special
          Funds, respectively;

     2)   increased dollar for dollar by any premium allocated after issue to
          Special and Non-Special funds, respectively;

     3)   for Non-Special Funds, adjusted on each anniversary that occurs on or
          prior to attainment of age 90 to the greater of the Annual Ratchet
          Minimum Guaranteed Death Benefit for Non-Special Funds from the prior
          anniversary (adjusted for new premiums, partial withdrawals allocated
          to Non-Special Funds, and transfers between Special and Non-Special
          Funds) and the current contract value allocated to Non-Special Funds;

     4)   for Special Funds, adjusted on each anniversary that occurs on or
          prior to attainment of age 90 to the greater of the Annual Ratchet
          Minimum Guaranteed Death Benefit for Special Funds from the prior
          anniversary (adjusted for new premiums, partial withdrawals allocated
          to Special Funds, and transfers between Special and Non-Special Funds)
          and the current contract value allocated to Special Funds.

Withdrawals reduce the Annual Ratchet Minimum Guaranteed Death Benefit on a pro
rata basis, based on the amount withdrawn from the Special and Non-Special
Funds, respectively. The amount of the pro rata adjustment for withdrawals from
Non-Special Funds will equal (a) times (b) divided by (c): where (a) is the
Annual Ratchet Minimum Guaranteed Death Benefit for Non-Special Funds prior to
the withdrawal; (b) is the contract value of the withdrawal; and (c) is the
contract value allocated to Non-Special Funds before withdrawal. The amount of
the pro rata adjustment for Special Funds will equal (a) times (b) divided by
(c): where (a) is the Annual Ratchet Minimum Guaranteed Death Benefit for
Special Funds prior to the withdrawal; (b) is the contract value of the
withdrawal; and (c) is the contract value allocated to Special Funds before the
withdrawal.

GENERATIONS-110929                     48
<PAGE>

Transfers from Special to Non-Special Funds will reduce the Annual Ratchet
Minimum Guaranteed Death Benefit for Special Funds on a pro rata basis. The
resulting increase in the Annual Ratchet Minimum Guaranteed Death Benefit in the
Non-Special Funds will equal the lesser of the reduction in the Annual Ratchet
Minimum Guaranteed Death Benefit in the Special Funds and the contract value
transferred.

Transfers from Non-Special to Special Funds will reduce the Annual Ratchet
Minimum Guaranteed Death Benefit for Non-Special Funds on a pro rata basis. The
resulting increase in the Annual Ratchet Minimum Guaranteed Death Benefit for
the Special Funds will equal the reduction in the Annual Ratchet Minimum
Guaranteed Death Benefit for the Non-Special Funds.

The MAX 7 ENHANCED DEATH BENEFIT equals the greater of the 7% Solution Enhanced
Death Benefit and the Annual Ratchet Enhanced Death Benefit.

Under this death benefit option,  the 7% Solution Enhanced Death Benefit and the
Annual  Ratchet  Enhanced  Death Benefit are calculated in the same manner as if
each were the elected benefit.

Note: In all cases described above, the amount of the death benefit could be
      reduced by premium taxes owed and withdrawals not previously deducted. The
      enhanced death benefits may not be available in all states.

EARNINGS MULTIPLIER BENEFIT RIDER. The earnings multiplier benefit rider is an
optional rider that provides a separate death benefit in addition to the death
benefit provided under the death benefit options described above. The rider is
subject to state availability and is available only for non-qualified
Contracts.  It is not available if the Contract is owned by joint owners.
It may be added at issue of the Contract or on the next contract
anniversary following introduction of the rider in a state, if later.
The rider provides a benefit equal to a percentage of the gain under the
Contract, up to a gain equal to 150% of net premiums. Currently, where the
rider is added at issue, the earnings multiplier benefit is equal to 55%
(30% for issue ages 70 and above) of the lesser of: 1) 150% of premiums
adjusted for withdrawals; and 2) the contract value on the date we receive
written notice and due proof of death, as well as required claims forms,
minus premiums adjusted for withdrawals. If the rider is added to a
Contract after issue, the earnings multiplier benefit is equal to 55%
(30% for issue ages 70 and above) of the lesser of: 1) 150% of the contract
value on the rider effective date, plus subsequent premiums adjusted for
subsequent withdrawals; and 2) the contract value on the date we receive
written notice and due proof of death, as well as required claims forms,
minus the contract value on the rider effective date, minus subsequent
premiums adjusted for subsequent withdrawals. The adjustment to the
benefit for withdrawals is pro rata, meaning that the benefit will be
reduced by the proportion that the withdrawal bears to the contract value
at the time of the withdrawal.

There is an extra charge for this feature and once selected, it may not be
revoked. The earnings multiplier benefit rider does not provide a benefit if
there is no gain under the Contract. As such, the Company would continue to
assess a charge for the rider, even though no benefit would be payable at death
under the rider if there are no gains under the Contract. Please see page 2 for
a description of the earnings multiplier benefit rider charge.

DEATH BENEFIT DURING THE INCOME PHASE
If, any contract owner or the annuitant dies after the annuity start date, we
will pay the beneficiary any certain benefit remaining under the annuity in
effect at the time.

CONTINUATION AFTER DEATH -- SPOUSE
If at the contract owner's death, the surviving spouse of the deceased contract
owner is the beneficiary and such surviving spouse elects to continue the
contract as his or her own the following will apply:

If the guaranteed death benefit as of the date we receive due proof of death,
minus the contract value also on that date, is greater than zero, we will add
such difference to the contract value. Such addition will be allocated to the
variable subaccounts in proportion to the contract value in the subaccounts,
unless we are directed otherwise. If there is no contract value in any
subaccount, the addition will be allocated to the

GENERATIONS-110929                     49
<PAGE>

Liquid Asset subaccount, or its successor. Such addition to contract value will
not affect the guaranteed death benefit or any living benefit rider values.

The death benefits under each of the available options will continue based on
the surviving spouse's age on the date that ownership changes.

At subsequent surrender, any surrender charge applicable to premiums paid prior
to the date we receive due proof of death of the contract owner will be waived.
Any premiums paid later will be subject to any applicable surrender charge.

Any addition to contract value, as described above, is available only to the
spouse of the owner as of the date of death of the owner if such spouse under
the provisions of the Contract elects to continue the Contract as his or her
own.

If you elected the earnings multiplier benefit rider, and the benefit would
otherwise be payable, the benefit will be added to the contract value and
allocated among the variable subaccounts in proportion to the contract value in
the subaccounts, unless we are directed otherwise. If there is no contract value
in any subaccount, the benefit will be allocated to the Liquid Asset subaccount,
or its successor.

The earnings multiplier benefit rider will continue, if the surviving spouse is
eligible based on his or her attained age. The Maximum Base and the Benefit Base
will be reset based on the adjusted contract value. The calculation of the
benefit going forward will be: 1) based on the attained age of the spouse at the
time of the ownership change using current values as of that date; 2) computed
as if the rider was added to the Contract after issue and after the increase;
and 3) based on the Maximum Base and Benefit Base percentages in effect on the
original rider date. However, we may in the future permit the surviving spouse
to elect to use the then current Maximum Base and Benefit Base percentages in
the benefit calculation. The crediting of the earnings multiplier benefit will
not be included in either the minimum guaranteed death benefit or guaranteed
living benefit calculations. If the surviving spouse is older than the maximum
rider issue age, the rider will terminate.

CONTINUATION AFTER DEATH -- NON SPOUSE
If the beneficiary or surviving joint owner is not the spouse of the owner, the
contract may continue in force subject to the required distribution rules of the
Internal Revenue Code (the "Code"). See next section, "Required Distributions
upon Contract Owner's Death."

If you elected the earnings multiplier benefit rider, and the benefit would
otherwise be payable, the benefit will be added to the contract value and
allocated among the variable subaccounts in proportion to the contract value in
the subaccounts, unless we are directed otherwise. If there is no contract value
in any subaccount, the benefit will be allocated to the Liquid Asset subaccount,
or its successor. The earnings multiplier benefit rider then terminates, whether
or not a benefit was payable under the terms of the rider.

REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the Code.

If any owner of a non-qualified contract dies before the annuity start date, the
death benefit payable to the beneficiary will be distributed as follows: (a) the
death benefit must be completely distributed within 5 years of the contract
owner's date of death; or (b) the beneficiary may elect, within the 1-year
period after the contract owner's date of death, to receive the death benefit in
the form of an annuity from us, provided that (i) such annuity is distributed in
substantially equal installments over the life of such beneficiary or over a
period not extending beyond the life expectancy of such beneficiary; and (ii)
such distributions begin not later than 1 year after the contract owner's date
of death.

Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is
the deceased owner's surviving spouse, then such spouse may elect to continue
the Contract under the same terms as before the contract owner's death. Upon
receipt of such election from the spouse at our Customer Service Center: (1) all
rights of the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2)

GENERATIONS-110929                     50
<PAGE>

the spouse will become the owner of the Contract and will also be treated as the
contingent annuitant, if none has been named and only if the deceased owner was
the annuitant; and (3) all rights and privileges granted by the Contract or
allowed by us will belong to the spouse as contract owner of the Contract. This
election will be deemed to have been made by the spouse if such spouse makes a
premium payment to the Contract or fails to make a timely election as described
in this paragraph. If the owner's beneficiary is a nonspouse, the distribution
provisions described in subparagraphs (a) and (b) above, will apply even if the
annuitant and/or contingent annuitant are alive at the time of the contract
owner's death.

If we do not receive an election from a nonspouse owner's beneficiary within the
1-year period after the contract owner's date of death, then we will pay the
death benefit to the owner's beneficiary in a cash payment within five years
from date of death. We will determine the death benefit as of the date we
receive proof of death. We will make payment of the proceeds on or before the
end of the 5-year period starting on the owner's date of death. Such cash
payment will be in full settlement of all our liability under the Contract.

If a contract owner dies after the annuity start date, we will continue to
distribute any benefit payable at least as rapidly as under the annuity option
then in effect. All of the contract owner's rights granted under the Contract or
allowed by us will pass to the contract owner's beneficiary.

If a Contract has joint owners we will consider the date of death of the first
joint owner as the death of the contract owner and the surviving joint owner
will become the contract owner of the Contract. If any contract owner is not an
individual, the death of an annuitant shall be treated as the death of the
owner.


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                                CHARGES AND FEES
--------------------------------------------------------------------------------


We deduct the Contract charges described below to cover our costs and expenses,
services provided and risks assumed under the Contracts. We incur certain costs
and expenses for distributing and administrating the Contracts, including
compensation and expenses paid in connection with sales of the Contracts, for
paying the benefits payable under the Contracts and for bearing various risks
associated with the Contracts. The amount of a Contract charge will not always
correspond to the actual costs associated with the charge. For example, the
surrender charge collected may not fully cover all of the distribution expenses
incurred by us with the service or benefits provided. In the event there are any
profits from fees and charges deducted under the Contract, we may use such
profits to finance the distribution of Contracts.

CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value deducted directly
from a single subaccount designated by the Company. Currently we use the Liquid
Asset subaccount for this purpose. If you do not elect this option, or if the
amount of the charges is greater than the amount in the designated subaccount,
the charges will be deducted as discussed below. You may cancel this option at
any time by sending satisfactory notice to our Customer Service Center.

CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:

     SURRENDER CHARGE. We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a withdrawal
in excess of the Free Withdrawal Amount during the 8-year period from the date
we receive and accept a premium payment. The surrender charge is based on a
percentage of each premium payment withdrawn. This charge is intended to cover
sales expenses that we have incurred. We may in the future reduce or waive the
surrender charge in certain situations and will never charge more than the
maximum surrender charges. The percentage of premium payments deducted at the
time of surrender or excess withdrawal depends on the number of complete years
that have elapsed since that premium payment was made. We determine the
surrender charge as a percentage of each premium payment withdrawn as follows:

GENERATIONS-110929                     51
<PAGE>

     COMPLETE YEARS ELAPSED               0   1   2   3   4   5   6   7   8+
          SINCE PREMIUM PAYMENT
     SURRENDER CHARGE                     8%  7%  6%  5%  4%  3%  2%  1%  0%

     WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE. We will waive the
surrender charge in most states in the following events: (i) you begin receiving
qualified extended medical care on or after the first contract anniversary for
at least 45 days during a 60 day period and your request for the surrender or
withdrawal, together with all required documentation is received at our Customer
Service Center during the term of your care or within 90 days after the last day
of your care; or (ii) you are first diagnosed by a qualifying medical
professional, on or after the first contract anniversary, as having a qualifying
terminal illness. We have the right to require an examination by a physician of
our choice. If we require such an examination, we will pay for it. You are
required to send us satisfactory written proof of illness. See your Contract for
more information. The waiver of surrender charge may not be available in all
states.

     FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount is the total of (i) your
cumulative earnings (which is your contract value less premium payments received
and prior withdrawals), and (ii) 10% of premium payments not previously
withdrawn received within 8 years prior to the date of the withdrawal.

     SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a surrender charge
for excess withdrawals. We consider a withdrawal to be an "excess withdrawal"
when the amount you withdraw in any contract year exceeds the Free Withdrawal
Amount. Where you are receiving systematic withdrawals, any combination of
regular withdrawals taken and any systematic withdrawals expected to be received
in a contract year will be included in determining the amount of the excess
withdrawal. Such a withdrawal will be considered a partial surrender of the
Contract and we will impose a surrender charge and any associated premium tax.
We will deduct such charges from the contract value in proportion to the
contract value in each subaccount or Fixed Interest Allocation from which the
excess withdrawal was taken. In instances where the excess withdrawal equals the
entire contract value in such subaccounts or Fixed Interest Allocations, we will
deduct charges proportionately from all other subaccounts and Fixed Interest
Allocations in which you are invested. ANY WITHDRAWAL FROM A FIXED INTEREST
ALLOCATION MORE THAN 30 DAYS BEFORE ITS MATURITY DATE WILL TRIGGER A MARKET
VALUE ADJUSTMENT.

For the purpose of calculating the surrender charge for an excess withdrawal: a)
we treat premiums as being withdrawn on a first-in, first-out basis; and b)
amounts withdrawn which are not considered an excess withdrawal are not
considered a withdrawal of any premium payments. We have included an example of
how this works in Appendix C. Although we treat premium payments as being
withdrawn before earnings for purpose of calculating the surrender charge for
excess withdrawals, the federal tax law treats earnings as withdrawn first.

     PREMIUM TAXES. We may make a charge for state and local premium taxes
depending on your state of residence. The tax can range from 0% to 3.5% of the
premium payment. We have the right to change this amount to conform with changes
in the law or if you change your state of residence.

We deduct the premium tax from your contract value on the annuity start date.
However, some jurisdictions impose a premium tax at the time that initial and
additional premiums are paid, regardless of when the annuity payments begin. In
those states we may defer collection of the premium taxes from your contract
value and deduct it when you surrender the Contract, when you take an excess
withdrawal, or on the annuity start date.

     ADMINISTRATIVE CHARGE. We deduct an annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $30 per Contract unless waived under conditions
established by Golden American. We deduct the charge proportionately from all
subaccounts in which you are invested. If there is no contract value in those
subaccounts, we will deduct the charge from your Fixed Interest Allocations
starting with the guaranteed interest periods nearest their maturity dates until
the charge has been paid.

GENERATIONS-110929                     52
<PAGE>

     TRANSFER CHARGE. We currently do not deduct any charges for transfers made
during a contract year. We have the right, however, to assess up to $25 for each
transfer after the twelfth transfer in a contract year. If such a charge is
assessed, we would deduct the charge from the subaccounts and the Fixed Interest
Allocations from which each such transfer is made in proportion to the amount
being transferred from each such subaccount and Fixed Interest Allocation unless
you have chosen to have all charges deducted from a single subaccount. The
charge will not apply to any transfers due to the election of dollar cost
averaging, automatic rebalancing and transfers we make to and from any
subaccount specially designated by the Company for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
     MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge is
deducted each business day. The amount of the mortality and expense risk charge
depends on the death benefit you have elected and on the category of contract
owner to which you belong. The charge is deducted on each business day based on
the assets you have in each subaccount. The charge for each death benefit
option, on an annual basis, for Yr-2001 contract owners, is equal to 1.25% for
the Standard Death Benefit, 1.30% for the Deferred Ratchet Enhanced Death
Benefit, 1.50% for the Annual Ratchet Enhanced Death Benefit, 1.60% for the 7%
Solution Enhanced Death Benefit or 1.70% for the Max 7 Enhanced Death Benefit,
of the assets you have in each subaccount. The charge is deducted each business
day at the rate of .003446% (Standard), .003585% (Deferred Ratchet), .004141%
(Annual Ratchet), .004419% (7% Solution) or .004697% (Max 7), respectively, for
each day since the previous business day. In the event there are any profits
from the mortality and expense risk charge, we may use such profits to finance
the distribution of contracts.

Please see Appendix E for a description of the death benefit and mortality and
expense risk charge for Pre-2001 contract owners.

     ASSET-BASED ADMINISTRATIVE CHARGE. The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the assets you
have in each subaccount. The charge is deducted on each business day at the rate
of .000411% for each day since the previous business day. This charge is
deducted daily from your assets in each subaccount.

     EARNINGS MULTIPLIER BENEFIT CHARGE. Subject to state availability, you may
purchase the earnings multiplier benefit rider for a non-qualified Contract
either at issue or on the next contract anniversary following the introduction
of the benefit in your state, if later. So long as the rider is in effect, we
will deduct a separate quarterly charge for the rider through a pro rata
reduction of the contract value of the subaccounts in which you are invested. If
there is insufficient contract value in the subaccounts, we will deduct the
charges from your Fixed Interest Allocations starting with the allocation
nearest its maturity date. If that is insufficient, we will deduct the charge
from the allocation next nearest its maturity date, and so on. We deduct the
rider charge on each quarterly contract anniversary in arrears, meaning the
first charge will be deducted on the first quarterly anniversary following the
rider date. If you surrender or annuitize your Contract, we will deduct a pro
rata portion of the charge for the current quarter based on the current contract
value immediately prior to the surrender or annuitization. The quarterly charge
for the earnings multiplier benefit rider is 0.075% (0.30% annually). For a
description of the rider, see "The Earnings Multiplier Benefit Rider."

     OPTIONAL RIDER CHARGES. Subject to state availability, you may purchase one
of three optional benefit riders that you may elect at issue. So long as the
rider is in effect, we will deduct a separate quarterly
charge for each optional benefit rider through a pro rata reduction of the
contract value of the subaccounts in which you are invested. If there is
insufficient contract value in the subaccount, we will deduct the charges from
your Fixed Interest Allocations nearest their maturity date. We deduct each
rider charge on each quarterly contract anniversary in arrears, meaning the
first charge will be deducted on the first quarterly anniversary following the
rider date. For a description of the riders and the defined terms used in
connection with the riders, see "The Annuity Contract -- Optional Riders."

GENERATIONS-110929                     53
<PAGE>

     MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB). The quarterly charge for
the MGAB rider is as follows:

     Waiting Period            Quarterly Charge
     --------------            ----------------
     10 Year..............     0.125% of the MGAB Charge Base (0.50% annually)
     20 Year..............     0.125% of the MGAB Charge Base (0.50% annually)

The MGAB Charge Base is the total of (i) the MGAB Base on the rider date, and
(ii) premiums during the 2-year period commencing on the rider date, reduced pro
rata for withdrawals and reduced for transfers made within the last 3 years
prior to the MGAB Benefit Date. We will deduct charges only during your ten-year
or twenty-year waiting period, as applicable. If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and MGAB Charge Base
immediately prior to the surrender or annuitization. The MGAB Charge Base is
adjusted for transfers between Special and Non-Special Funds.

     MINIMUM GUARANTEED INCOME BENEFIT (MGIB). The quarterly charge for the MGIB
rider is as follows:

     MGIB Rate                 Quarterly Charge
     ---------                 ----------------
     7%...................     0.125% of the MGIB Charge Base (0.50% annually)

The MGIB Charge Base is the total of premiums paid added more than 5 years
before the earliest MGIB Benefit Date, reduced pro rata for all withdrawals
taken while the MGIB rider is in effect, and accumulated at the MGIB Rate (7%)
to the earlier of age 80 and reaching the MGIB Base Maximum. If you surrender or
annuitize your Contract, we will deduct a pro rata portion of the charge for the
current quarter based on the current quarterly charge rate and your MGIB Charge
Base immediately prior to the surrender or annuitization. The MGIB Charge Base
is adjusted for transfers between Special and Non-Special Funds.

     MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB). The quarterly charge for the
MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible Payment
Amount. The original MGWB Eligible Payment Amount is equal to all premiums paid
added during the first two contract years following the rider date. When we
calculate the MGWB rider charge, we do not reduce the Eligible Payment Amount by
the amount of any withdrawals taken while the MGWB rider is in effect. We will
deduct charges only during the period before your Contract's Automatic Periodic
Benefit Status. If you surrender or annuitize your Contract, we will deduct a
pro rata portion of the charge for the current quarter based on the current
quarterly charge rate and your original MGWB Eligible Payment Amount immediately
prior to the surrender or annuitization.

TRUST EXPENSES
Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, five portfolios deduct a
service fee, which is used to compensate service providers for administrative
and contract holder services provided on behalf of the portfolios, and six
portfolios deduct a distribution or 12b-1 fee, which is used to finance any
activity that is primarily intended to result in the sale of shares of the
applicable portfolio. Based on actual portfolio experience in 2000, together
with estimated costs for new portfolios, total estimated portfolio fees and
charges for 2001 range from 0.55% to 1.86%. See "Fees and Expenses" in this
prospectus.

Additionally, we may receive compensation from the investment advisers,
administrators or distributors of the portfolios in connection with
administrative, distribution, or other services and cost savings experienced by
the investment advisers, administrators or distributors. It is anticipated that
such compensation will be based on assets of the particular portfolios
attributable to the Contract. Some advisers, administrators or distributors may
pay us more than others.

GENERATIONS-110929                     54
<PAGE>


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                               THE ANNUITY OPTIONS
--------------------------------------------------------------------------------

ANNUITIZATION OF YOUR CONTRACT
If the annuitant and contract owner are living on the annuity start date, we
will begin making payments to the contract owner under an income plan. We will
make these payments under the annuity option chosen. You may change annuity
option by making a written request to us at least 30 days before the annuity
start date. The amount of the payments will be determined by applying your
contract value adjusted for any applicable Market Value Adjustment on the
annuity start date in accordance with the annuity option you chose.

You may also elect an annuity option on surrender of the Contract for its cash
surrender value or you may choose one or more annuity options for the payment of
death benefit proceeds while it is in effect and before the annuity start date.
If, at the time of the contract owner's death or the annuitant's death (if the
contract owner is not an individual), no option has been chosen for paying death
benefit proceeds, the beneficiary may choose an annuity option within 60 days.
In all events, payments of death benefit proceeds must comply with the
distribution requirements of applicable federal tax law.

The minimum monthly annuity income payment that we will make is $20. We may
require that a single sum payment be made if the contract value is less than
$2,000 or if the calculated monthly annuity income payment is less than $20.

For each annuity option we will issue a separate written agreement putting the
annuity option into effect. Before we pay any annuity benefits, we require the
return of your Contract. If your Contract has been lost, we will require that
you complete and return the applicable lost Contract form. Various factors will
affect the level of annuity benefits, such as the annuity option chosen, the
applicable payment rate used and the investment performance of the portfolios
and interest credited to the Fixed Interest Allocations.

Our current annuity options provide only for fixed payments. Fixed annuity
payments are regular payments, the amount of which is fixed and guaranteed by
us. Some fixed annuity options provide fixed payments either for a specified
period of time or for the life of the annuitant. The amount of life income
payments will depend on the form and duration of payments you chose, the age of
the annuitant or beneficiary (and gender, where appropriate under applicable
law), the total contract value applied to purchase a Fixed Interest Allocation,
and the applicable payment rate.

Our approval is needed for any option where:

     (1)  The person named to receive payment is other than the contract owner
          or beneficiary;

     (2)  The person named is not a natural person, such as a corporation; or

     (3)  Any income payment would be less than the minimum annuity income
          payment allowed.

SELECTING THE ANNUITY START DATE
You select the annuity start date, which is the date on which the annuity
payments commence. The annuity start date must be at least 5 years from the
contract date but before the month immediately following the annuitant's 90th
birthday, or 10 years from the contract date, if later. If, on the annuity start
date, a surrender charge remains, the elected annuity option must include a
period certain of at least 5 years.

If you do not select an annuity start date, it will automatically begin in the
month following the annuitant's 90th birthday, or 10 years from the contract
date, if later.

If the annuity start date occurs when the annuitant is at an advanced age, such
as over age 85, it is possible that the Contract will not be considered an
annuity for federal tax purposes. See "Federal Tax Considerations" and the SAI.
For a Contract purchased in connection with a qualified plan, other than a Roth
IRA, distributions must commence not later than April 1st of the calendar year
following the calendar year in which you attain age 70 1/2 or, in some case,
retire. Distributions may be made through annuitization or withdrawals. You
should consult your tax adviser for tax advice.

GENERATIONS-110929                     55
<PAGE>

FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments. They may be monthly,
quarterly, semi-annually or annually. If we do not receive written notice from
you, we will make the payments monthly. There may be certain restrictions on
minimum payments that we will allow.

THE ANNUITY OPTIONS
We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3
are fixed. Payments under Option 4 may be fixed or variable, although only fixed
are currently available. For a fixed annuity option, the contract value in the
subaccounts is transferred to the Company's general account.

     OPTION 1. INCOME FOR A FIXED PERIOD. Under this option, we make monthly
payments in equal installments for a fixed number of years based on the contract
value on the annuity start date. We guarantee that each monthly payment will be
at least the amount stated in your Contract. If you prefer, you may request that
payments be made in annual, semi-annual or quarterly installments. We will
provide you with illustrations if you ask for them. If the cash surrender value
or contract value is applied under this option, a 10% penalty tax may apply to
the taxable portion of each income payment until the contract owner reaches age
59 1/2.

     OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Payment is made for the
life of the annuitant in equal monthly installments and guaranteed for at least
a period certain such as 10 or 20 years. Other periods certain may be available
to you on request. You may choose a refund period instead. Under this
arrangement, income is guaranteed until payments equal the amount applied. If
the person named lives beyond the guaranteed period, payments continue until his
or her death. We guarantee that each payment will be at least the amount
specified in the Contract corresponding to the person's age on his or her last
birthday before the annuity start date. Amounts for ages not shown in the
Contract are available if you ask for them.

     OPTION 3. JOINT LIFE INCOME. This option is available when there are 2
persons named to determine annuity payments. At least one of the persons named
must be either the contract owner or beneficiary of the Contract. We guarantee
monthly payments will be made as long as at least one of the named persons is
living. There is no minimum number of payments. Monthly payment amounts are
available if you ask for them.

     OPTION 4. ANNUITY PLAN. The contract value can be applied to any other
annuitization plan that we choose to offer on the annuity start date. Annuity
payments under Option 4 may be fixed and variable. If variable and subject to
the 1940 Act it will comply with requirements of such Act.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts still due
as provided in the annuity agreement between you and Golden American. The
amounts we will pay are determined as follows:

     (1)  For Option 1, or any remaining guaranteed payments under Option 2, we
          will continue payments. Under Options 1 and 2, the discounted values
          of the remaining guaranteed payments may be paid in a single sum. This
          means we deduct the amount of the interest each remaining guaranteed
          payment would have earned had it not been paid out early. The discount
          interest rate is never less than 3% for Option 1 and for Option 2 per
          year. We will, however, base the discount interest rate on the
          interest rate used to calculate the payments for Options 1 and 2 if
          such payments were not based on the tables in the Contract.

     (2)  For Option 3, no amounts are payable after both named persons have
          died.

     (3)  For Option 4, the annuity option agreement will state the amount we
          will pay, if any.

GENERATIONS-110929                     56
<PAGE>


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                            OTHER CONTRACT PROVISIONS
--------------------------------------------------------------------------------

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter. The report will show the contract value, cash surrender value,
and the death benefit as of the end of the calendar quarter. The report will
also show the allocation of your contract value and reflects the amounts
deducted from or added to the contract value since the last report. You have 30
days to notify our Customer Service Center of any errors or discrepancies
contained in the report or in any confirmation notices. We will also send you
copies of any shareholder reports of the investment portfolios in which Separate
Account B invests, as well as any other reports, notices or documents we are
required by law to furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
is closed; (2) when trading on the New York Stock Exchange is restricted; (3)
when an emergency exists as determined by the SEC so that the sale of securities
held in Separate Account B may not reasonably occur or so that the Company may
not reasonably determine the value of Separate Account B's net assets; or (4)
during any other period when the SEC so permits for the protection of security
holders. We have the right to delay payment of amounts from a Fixed Interest
Allocation for up to 6 months.

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or gender given in the application or enrollment form is misstated,
the amounts payable or benefits provided by the Contract shall be those that the
premium payment would have bought at the correct age or sex.

ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a loan but
you should understand that your rights and any beneficiary's rights may be
subject to the terms of the assignment. An assignment may have federal tax
consequences. You must give us satisfactory written notice at our Customer
Service Center in order to make or release an assignment. We are not responsible
for the validity of any assignment.

CONTRACT CHANGES -- APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify the
Contract as an annuity under applicable federal tax law. You will be given
advance notice of such changes.

FREE LOOK
You may cancel your Contract within your 10-day free look period. We deem the
free look period to expire 15 days after we mail the Contract to you. Some
states may require a longer free look period. To cancel, you need to send your
Contract to our Customer Service Center or to the agent from whom you purchased
it. We will refund the contract value. For purposes of the refund during the
free look period, (i) we adjust your contract value for any Market Value
Adjustment (if you have invested in the fixed account), and (ii) then we include
a refund of any charges deducted from your contract value. Because of the market
risks associated with investing in the portfolios and the potential positive or
negative effect of the market value adjustment, the contract value returned may
be greater or less than the premium payment you paid. Some states require us to
return to you the amount of the paid premium (rather than the contract value) in
which case you will not be subject to investment risk during the free look
period. In these states, your premiums designated for investment in the
subaccounts may be allocated during the free look period to a subaccount
specially designated by the Company for this purpose (currently, the Liquid
Asset subaccount). We may, in our discretion, require that premiums designated
for investment in the subaccounts from all other states as well
as premiums designated for a Fixed Interest Allocation be allocated to the
specially designated subaccount during the free look period. Your Contract is
void as of the day we receive your Contract and cancellation request. We
determine your contract value at the close of business on the day we receive
your written request. If you keep your Contract after the free look period and
the investment is allocated to a subaccount

GENERATIONS-110929                     57
<PAGE>

specially designated by the Company, we will put your money in the subaccount(s)
chosen by you, based on the accumulation unit value next computed for each
subaccount, and/or in the Fixed Interest Allocation chosen by you.

GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any surrender,
administration, and mortality and expense risk charges. We may also change the
minimum initial and additional premium requirements, or offer an alternative or
reduced death benefit.

SELLING THE CONTRACT
Directed Services, Inc. is the principal underwriter and distributor of the
Contract as well as for other contracts issued through Separate Account B and
other separate accounts of Golden American. The principal address of Directed
Services is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380. Directed
Services is a corporation organized under the laws of New York and is a wholly
owned subsidiary of Equitable of Iowa. Directed Services is registered as a
broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as
with securities commissions in the states in which it operates, and is a member
of the National Association of Securities Dealers, Inc. ("NASD").

Directed Services has the authority to enter into selling agreements with other
firms. Directed Services has entered into a selling agreement with Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") to sell the
Contracts through registered representatives. Those representatives are
registered with the NASD, and if applicable, also with the states in which they
do business. They also are licensed as insurance agents in the states in which
they do business.

We pay sales commissions to Directed Services for the sale of the Contracts.
Directed Services passes through the entire amount of the sales commission to
Merrill Lynch. The maximum sales commission payable will be approximately 6.50%
of the initial and any additional premium payment. This commission may be
returned if the Contract is not continued through the first Contract Year.


--------------------------------------------------------------------------------
                            UNDERWRITER COMPENSATION
--------------------------------------------------------------------------------

   NAME OF PRINCIPAL               AMOUNT OF                      OTHER
      UNDERWRITER            COMMISSION TO BE PAID            COMPENSATION

 Directed Services, Inc.         Maximum of 6.50%          Reimbursement of any
                                 of any initial             covered expenses
                                  or additional                 incurred
                                premium payments             by registered
                                  except when               representatives
                                    combined                 in connection
                                with some annual                with the
                               trail commissions.             distribution
                                                            of the Contracts.
--------------------------------------------------------------------------------


Certain sales agreements may provide for a combination of a certain percentage
of commission at the time of sale and an annual trail commission (which when
combined could exceed the above commission).

We may make additional cash payments to Merrill Lynch for marketing and
educational expenses and for the reimbursement of certain expenses incurred by
registered representatives in connection with the distribution of the Contracts.

We do not pay any additional commissions on the sale or exercise of any of the
optional benefit riders offered in this prospectus.

                                       58
<PAGE>


--------------------------------------------------------------------------------
                                OTHER INFORMATION
--------------------------------------------------------------------------------

VOTING RIGHTS
We will vote the shares of a Trust owned by Separate Account B according to your
instructions. However, if the 1940 Act or any related regulations should change,
or if interpretations of it or related regulations should change, and we decide
that we are permitted to vote the shares of a Trust in our own right, we may
decide to do so.

We determine the number of shares that you have in a subaccount by dividing the
Contract's contract value in that subaccount by the net asset value of one share
of the portfolio in which a subaccount invests. We count fractional votes. We
will determine the number of shares you can instruct us to vote 180 days or less
before a Trust shareholder meeting. We will ask you for voting instructions by
mail at least 10 days before the meeting. If we do not receive your instructions
in time, we will vote the shares in the same proportion as the instructions
received from all contracts in that subaccount. We will also vote shares we hold
in Separate Account B which are not attributable to contract owners in the same
proportion.

STATE REGULATION
We are regulated by the Insurance Department of the State of Delaware. We are
also subject to the insurance laws and regulations of all jurisdictions where we
do business. The variable Contract offered by this prospectus has been approved
where required by those jurisdictions. We are required to submit annual
statements of our operations, including financial statements, to the Insurance
Departments of the various jurisdictions in which we do business to determine
solvency and compliance with state insurance laws and regulations.

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
materially adverse impact on the Company or Separate Account B.

LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R. Tashman, Esquire,
Executive Vice President, General Counsel and Assistant Secretary of Golden
American. Sutherland Asbill & Brennan LLP of Washington, D.C. has provided
advice on certain matters relating to federal securities laws.

EXPERTS
The audited financial statements of Golden American and Separate Account B
appearing in this prospectus or in the SAI and Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing in this prospectus or in the SAI and in the
Registration Statement and are included or incorporated by reference in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.

GENERATIONS-110929                     59
<PAGE>


--------------------------------------------------------------------------------
                           FEDERAL TAX CONSIDERATIONS
--------------------------------------------------------------------------------

The following summary provides a general description of the federal income tax
considerations associated with this Contract and does not purport to be complete
or to cover all tax situations. This discussion is not intended as tax advice.
You should consult your counsel or other competent tax advisers for more
complete information. This discussion is based upon our understanding of the
present federal income tax laws. We do not make any representations as to the
likelihood of continuation of the present federal income tax laws or as to how
they may be interpreted by the IRS.

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased on a
tax-qualified basis. Qualified Contracts are designed for use by individuals
whose premium payments are comprised solely of proceeds from and/or
contributions under retirement plans that are intended to qualify as plans
entitled to special income tax treatment under Sections 401(a), 403(b), 408, or
408A of the Code. The ultimate effect of federal income taxes on the amounts
held under a Contract, or annuity payments, depends on the type of retirement
plan, on the tax and employment status of the individual concerned, and on our
tax status. In addition, certain requirements must be satisfied in purchasing a
qualified Contract with proceeds from a tax-qualified plan and receiving
distributions from a qualified Contract in order to continue receiving favorable
tax treatment. Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures. Contract owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the Contract comply with applicable law. Therefore, you should seek
competent legal and tax advice regarding the suitability of a Contract for your
particular situation. The following discussion assumes that qualified Contracts
are purchased with proceeds from and/or contributions under retirement plans
that qualify for the intended special federal income tax treatment.

TAX STATUS OF THE CONTRACTS
     DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a
variable account be "adequately diversified" in order for nonqualified Contracts
to be treated as annuity contracts for federal income tax purposes. It is
intended that Separate Account B, through the subaccounts, will satisfy these
diversification requirements.

     INVESTOR CONTROL. In certain circumstances, owners of variable annuity
contracts have been considered for federal income tax purposes to be the owners
of the assets of the separate account supporting their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently taxed on income and gains attributable
to the separate account assets. There is little guidance in this area, and some
features of the Contracts, such as the flexibility of a contract owner to
allocate premium payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts do not give
contract owners investment control over Separate Account B assets, we reserve
the right to modify the Contracts as necessary to prevent a contract owner from
being treated as the owner of the Separate Account B assets supporting the
Contract.

     REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
federal income tax purposes, the Code requires any nonqualified Contract to
contain certain provisions specifying how your interest in the Contract will be
distributed in the event of your death. The non-qualified Contracts contain
provisions that are intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued. We intend to
review such provisions and modify them if necessary to assure that they comply
with the applicable requirements when such requirements are clarified by
regulation or otherwise. See "Death Benefit Choices" for additional information
on required distributions from non-qualified contracts.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify as annuity
contracts for federal income tax purposes.

GENERATIONS-110929                     60
<PAGE>


TAX TREATMENT OF ANNUITIES
     IN GENERAL. We believe that if you are a natural person you will generally
not be taxed on increases in the value of a Contract until a distribution occurs
or until annuity payments begin. (For these purposes, the agreement to assign or
pledge any portion of the contract value, and, in the case of a qualified
Contract, any portion of an interest in the qualified plan, generally will be
treated as a distribution.)

TAXATION OF NON-QUALIFIED CONTRACTS
     NON-NATURAL PERSON. The owner of any annuity contract who is not a natural
person generally must include in income any increase in the excess of the
contract value over the "investment in the contract" (generally, the premiums or
other consideration you paid for the contract less any nontaxable withdrawals)
during the taxable year. There are some exceptions to this rule and a
prospective contract owner that is not a natural person may wish to discuss
these with a tax adviser. The following discussion generally applies to
Contracts owned by natural persons.

     WITHDRAWALS. When a withdrawal from a non-qualified Contract occurs, the
amount received will be treated as ordinary income subject to tax up to an
amount equal to the excess (if any) of the contract value (unreduced by the
amount of any surrender charge) immediately before the distribution over the
contract owner's investment in the Contract at that time. The tax treatment of
market value adjustments is uncertain. You should consult a tax adviser if you
are considering taking a withdrawal from your Contract in circumstances where a
market value adjustment would apply.

In the case of a surrender under a non-qualified Contract, the amount received
generally will be taxable only to the extent it exceeds the contract owner's
investment in the Contract.

     SEPARATE ACCOUNT CHARGES. It is possible that the Internal Revenue Service
may take a position that charges for certain optional benefits and riders are
deemed to be taxable distributions to you. In particular, the Internal Revenue
Service may treat the quarterly charges deducted for the earnings multiplier
benefit rider as taxable withdrawals, which might also be subject to a tax
penalty if the withdrawal occurs before you reach age 59 1/2. Although we do not
believe that the charges we deduct for the earnings multiplier benefit rider or
any other optional benefit or rider provided under the Contract should be
treated as taxable withdrawals, you should consult your tax advisor prior to
selecting any optional benefit or rider under the Contract.

     PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution from a
non-qualified Contract, there may be imposed a federal tax penalty equal to 10%
of the amount treated as income. In general, however, there is no penalty on
distributions:

     o    made on or after the taxpayer reaches age 59 1/2;

     o    made on or after the death of a contract owner;

     o    attributable to the taxpayer's becoming disabled; or

     o    made as part of a series of substantially equal periodic payments for
          the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and special rules
may be applicable in connection with the exceptions enumerated above. A tax
adviser should be consulted with regard to exceptions from the penalty tax.

     ANNUITY PAYMENTS. Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each annuity
payment is generally not taxed and the remainder is taxed as ordinary income.
The non-taxable portion of an annuity payment is generally determined in a
manner that is designed to allow you to recover your investment in the Contract
ratably on a tax-free basis over the expected stream of annuity payments, as
determined when annuity payments start. Once your investment in the Contract has
been fully recovered, however, the full amount of each annuity payment is
subject to tax as ordinary income.

GENERATIONS-110929                     61
<PAGE>


     TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a
Contract because of your death or the death of the annuitant. Generally, such
amounts are includible in the income of recipient as follows: (i) if distributed
in a lump sum, they are taxed in the same manner as a surrender of the Contract,
or (ii) if distributed under a payment option, they are taxed in the same way as
annuity payments.

     TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT. A
transfer or assignment of ownership of a Contract, the designation of an
annuitant, or payee other than an owner, the selection of certain dates for
commencement of the annuity phase, or the exchange of a Contract may result in
certain tax consequences to you that are not discussed herein. A contract owner
contemplating any such transfer, assignment, designation or exchange, should
consult a tax advisor as to the tax consequences.

     WITHHOLDING. Annuity distributions are generally subject to withholding for
the recipient's federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions.

     MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are
issued by us (or our affiliates) to the same contract owner during any calendar
year are treated as one non-qualified deferred annuity contract for purposes of
determining the amount includible in such contract owner's income when a taxable
distribution occurs.

TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in these qualified plans vary according to
the type of plan and the terms and conditions of the plan itself. Special
favorable tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from: contributions in excess
of specified limits; distributions before age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; and in other specified circumstances. Therefore, no
attempt is made to provide more than general information about the use of the
Contracts with the various types of qualified retirement plans. Contract owners,
annuitants, and beneficiaries are cautioned that the rights of any person to any
benefits under these qualified retirement plans may be subject to the terms and
conditions of the plans themselves, regardless of the terms and conditions of
the Contract, but we shall not be bound by the terms and conditions of such
plans to the extent such terms contradict the Contract, unless the Company
consents.

     DISTRIBUTIONS. Annuity payments are generally taxed in the same manner as
under a non-qualified Contract. When a withdrawal from a qualified Contract
occurs, a pro rata portion of the amount received is taxable, generally based on
the ratio of the contract owner's investment in the Contract (generally, the
premiums or other consideration paid for the Contract) to the participant's
total accrued benefit balance under the retirement plan. For qualified
Contracts, the investment in the Contract can be zero. For Roth IRAs,
distributions are generally not taxed, except as described below. For qualified
plans under Section 401(a) and 403(b), the Code requires that distributions
generally must commence no later than the later of April 1 of the calendar year
following the calendar year in which the contract owner (or plan participant)
(i) reaches age 70 1/2 or (ii) retires, and must be made in a specified form or
manner. If the plan participant is a "5 percent owner" (as defined in the Code),
distributions generally must begin no later than April 1 of the calendar year
following the calendar year in which the contract owner (or plan participant)
reaches age 70 1/2. For IRAs described in Section 408, distributions generally
must commence no later than the later of April 1 of the calendar year following
the calendar year in which the contract owner (or plan participant) reaches age
70 1/2. Roth IRAs under Section 408A do not require distributions at any time
before the contract owner's death.

     WITHHOLDING. Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax liability.
The withholding rates vary according to the type of distribution and the
contract owner's tax status. The contract owner may be provided the opportunity
to elect not to have tax withheld from distributions. "Eligible rollover
distributions" from section 401(a) plans and section 403(b) tax-sheltered
annuities are subject to a mandatory federal income tax withholding of 20%. An
eligible rollover distribution is the taxable portion of any distribution from
such a plan, except certain distributions that are required by the Code,
distributions in a specified annuity form or hardship distributions. The 20%

GENERATIONS-110929                     62
<PAGE>

withholding does not apply, however, if the contract owner chooses a "direct
rollover" from the plan to another tax-qualified plan or IRA.

Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow. We will endorse the Contract as necessary to
conform it to the requirements of such plan.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish various
types of retirement plans for employees, and permits self-employed individuals
to establish these plans for themselves and their employees. These retirement
plans may permit the purchase of the Contracts to accumulate retirement savings
under the plans. Adverse tax or other legal consequences to the plan, to the
participant, or to both may result if this Contract is assigned or transferred
to any individual as a means to provide benefit payments, unless the plan
complies with all legal requirements applicable to such benefits before transfer
of the Contract. Employers intending to use the Contract with such plans should
seek competent advice.

INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA." These IRAs are subject to limits on the amount that can be contributed,
the deductible amount of the contribution, the persons who may be eligible, and
the time when distributions commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" or transferred on a
tax-deferred basis into an IRA. There are significant restrictions on rollover
or transfer contributions from Savings Incentive Match Plans for Employees
(SIMPLE), under which certain employers may provide contributions to IRAs on
behalf of their employees, subject to special restrictions. Employers may
establish Simplified Employee Pension (SEP) Plans to provide IRA contributions
on behalf of their employees. Sales of the Contract for use with IRAs may be
subject to special requirements of the IRS.

ROTH IRA
Section 408A of the Code permits certain eligible individuals to
contribute to a Roth IRA. Contributions to a Roth IRA, which are subject to
limits on the amount of the contribution and the persons who may be eligible to
contribute, are not deductible, and must be made in cash or as a rollover or
transfer from another Roth IRA or other IRA. A rollover from or conversion of an
IRA to a Roth IRA may be subject to tax, and other special rules may apply.
Distributions from a Roth IRA generally are not taxed, except that, once
aggregate distributions exceed contributions to the Roth IRA, income tax and a
10% penalty tax may apply to distributions made (1) before age 59 1/2 (subject
to certain exceptions) or (2) during the five taxable years starting with the
year in which the first contribution is made to any Roth IRA. A 10% penalty tax
may apply to amounts attributable to a conversion from an IRA to a Roth IRA if
the amounts are distributed during the five taxable years beginning with the
year in which the conversion was made.

TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a Contract that will provide an annuity
for the employee's retirement. These premium payments may be subject to FICA
(Social Security) tax. Distributions of (1) salary reduction contributions made
in years beginning after December 31, 1988; (2) earnings on those contributions;
and (3) earnings on amounts held as of the last year beginning before January 1,
1989, are not allowed prior to age 59 1/2, separation from service, death or
disability. Salary reduction contributions may also be distributed upon
hardship, but would generally be subject to penalties.

LOANS
Loans may be available if you are under age 70 1/2 and purchased your contract
in connection with a non-ERISA plan qualified under Section 403(b) of the Code
("TSA"). If your contract was issued in connection with a TSA and the terms of
your plan permit, you may take a loan from us, using your Cash Surrender Value
as collateral for the loan. Loans are subject to the terms of the Contract, the
plan and the Code. You are responsible for monitoring the amount and number of
loans outstanding at any one time under your TSA, whether under our contracts or
those of other carriers. We may modify the terms of a loan to comply

GENERATIONS-110929                     63
<PAGE>

with changes in applicable law. WE URGE YOU TO CONSULT WITH A QUALIFIED TAX
ADVISOR PRIOR TO EFFECTING A LOAN TRANSACTION UNDER YOUR CONTRACT.

     LOAN PROCEDURES. You must complete a loan application in order to effect a
loan. You may submit a loan application at any time after the free look period
and before the annuity start date. There is a loan fee (currently $25) per loan,
payable at the time of the loan. If the loan amount plus the loan fee exceeds
the maximum loan amount, the fee will be deducted from the loan proceeds.

     In order to secure your loan, on the effective date of your loan, we will
transfer an amount equal to the principal amount of your loan into an account
called the "TSA Special Fixed Account." You must indicate your choice of
variable and fixed accounts from which amounts will be transferred to the TSA
Special Fixed Account. If no choice is indicated, amounts will be transferred on
a pro rata basis from your variable accounts. If amounts allocated to the
variable accounts are not sufficient, amounts will be transferred from the fixed
accounts on a nearest to maturity basis.

     Amounts transferred from the TSA Special Fixed Account upon loan repayments
will be transferred to the variable accounts in proportion to the contract value
so allocated. If no contract value is allocated to the variable accounts, such
transfers will be made to the Liquid Asset subaccount.

     No withdrawals are permitted unless there has been a Distributable Event.
Distributable Events are the following:

     1)   attainment of age 59 1/2;

     2)   separation from service;

     3)   death; or

     4)   disability.

You must notify us when a separation from service has occurred. No withdrawals
are permitted from the TSA Special Fixed Account, other than an automatic
withdrawal to pay off a defaulted loan. See "Loan Default," below.

     MINIMUM AND MAXIMUM LOAN AMOUNTS. You may borrow a minimum of $1,000,
unless we are required by law to allow a lesser minimum amount. We currently
allow no more than 2 loans per Contract at any time. The maximum loan amount for
a new loan is the lesser of (1) and (2), minus any outstanding loan balance,
where

     1)   is 50% of the Cash Surrender Value, and

     2)   is $50,000 minus the excess of the highest outstanding loan balance
          during the past 12 months over the loan balance on the date of the new
          loan.

     INTEREST. The  balance in the TSA Special Fixed Account is credited
with interest until the loan is repaid in full. The current annual effective
interest rate is 3.5%. The guaranteed minimum interest rate is 3%. Rates are
guaranteed for one year. Each loan will have a separate TSA Special Fixed
Account, and each may have a different interest crediting rate.

     You will be charged interest on the outstanding loan balance at an annual
effective interest rate of 6%. Interest will be charged in arrears. Interest
charges accrue on your outstanding loan balance daily beginning on the effective
date of your loan.

     LOAN REPAYMENT. Loans must be repaid within 5 years. However, if the loan
is used to purchase your principal residence, it must be repaid within 15 years.
You must identify your payments as premium payments or they will be treated as
loan repayments. You may choose whether to make your loan repayments quarterly
or monthly. Currently, loans must be repaid by electronic funds transfer ("EFT")
or pre-authorized check ("PAC"), unless we have approved another form of
payment.

GENERATIONS-110929                     64
<PAGE>

     If your loan repayment is late, and the loan would otherwise be in default,
we will make a withdrawal in an amount sufficient to keep the loan from going
into default. The withdrawals will be made on a pro rata basis from all of the
variable accounts to which contract value is then allocated. If there is not
enough contract value in the variable accounts, the withdrawal will be made from
the fixed accounts on a nearest to maturity basis, and any amount withdrawn may
be subject to a Market Value Adjustment. This will only be done if:

     1)   there has been a Distributable Event;

     2)   the amount available for withdrawal is equal to or exceeds the
          necessary amount plus any applicable withdrawal charges; and

     3)   you have authorized us to do so in the loan agreement.

If any of these conditions is not met, the loan will be considered to be in
default, and default procedures will be performed.

     LOAN DEFAULT. When your loan is in default, you may pay off the loan, or
the loan will be repaid through an automatic withdrawal from your contract
value, as described below.

     1.   Loan Repaid
          For loans in default status, we will accept repayment only in the
          amount necessary to pay off the loan balance in full.

     2.   Loan Not Repaid
          The defaulted loan balance continues to accrue interest until there
          has been a Distributable Event, at which time the defaulted loan
          balance plus accrued interest will be repaid by automatic withdrawal.
          The defaulted loan balance will be considered a Deemed Distribution.
          If a Distributable Event has occurred prior to default, the defaulted
          loan balance plus accrued interest is repaid by automatic withdrawal
          upon default. The automatic withdrawal will apply first to the TSA
          Special Fixed Account, then pro rata to the variable accounts and then
          to the fixed accounts on a nearest to maturity basis. Surrender
          charges and any market value adjustments will be applied as applicable
          to such withdrawals. In either case the Deemed Distribution or
          withdrawal will be considered a currently taxable event, and may be
          subject to federal income tax withholding and the federal early
          withdrawal penalty tax.

     OVERLOANS. An overloan occurs when the total outstanding loan balance(s)
exceeds the Cash Surrender Value. If this occurs, we will send you a letter
requesting payment of an amount which will take the loan out of overloan status.
If after 30 days, the overloan status has not been corrected, the loan will be
considered in default. If a Distributable Event occurred, the Contract will
terminate without value. If a Distributable Event has not occurred, the Contract
will continue in force, interest continues to accrue and the loan continues.
Upon the occurrence of a Distributable Event while the loan is still in overloan
status, the Contract will terminate without value.

     EFFECT OF LOAN ON OTHER CONTRACT FEATURES. The following contract features
will be impacted by any outstanding loan balance:

     1)   Withdrawals and Charges: The rules concerning maximum withdrawal
          amounts, free partial withdrawals, systematic withdrawals and waiver
          of administrative charges will be determined by reducing the otherwise
          applicable amounts by the amount of any outstanding loan balance.

     2)   Death Benefits, Earnings Multiplier Benefit, Annuitization and
          Surrenders: The outstanding loan balance is deducted from any amounts
          otherwise payable and in determining the amount available for
          annuitization.

     3)   Riders:

GENERATIONS-110929                     65
<PAGE>

          a)   Minimum Guaranteed Income Benefit ("MGIB") Rider. Upon exercising
               the MGIB rider, the MGIB Base is reduced by an amount equal to
               the ratio of the outstanding loan balance to the contract value
               multiplied by the MGIB Base.

          b)   Minimum Guaranteed Withdrawal Benefit ("MGWB") Rider. The portion
               of the contract value used to pay off the outstanding loan
               balance will reduce the MGWB Withdrawal Account. We do not
               recommend the MGWB rider if loans are contemplated.

          c)   Minimum Guaranteed Accumulation Benefit ("MGAB") Rider.
               Generally, loan repayment periods should not extend into the
               3-year period preceding the end of the Waiting Period, because
               transfers made within such 3-year period reduce the MGAB Base and
               the MGAB Charge Base pro rata based on the percentage of contract
               value transferred. Transfers between the TSA Special Fixed
               Account and the variable accounts will not be excluded from this
               treatment.

TAX CONSEQUENCES OF ENHANCED DEATH BENEFIT
THE CONTRACT INCLUDES AN ENHANCED DEATH BENEFIT THAT IN SOME CASES MAY EXCEED
THE GREATER OF THE PREMIUM PAYMENTS OR THE CONTRACT VALUE. THE IRS HAS NOT RULED
WHETHER AN ENHANCED DEATH BENEFIT COULD BE CHARACTERIZED AS AN INCIDENTAL
BENEFIT, THE AMOUNT OF WHICH IS LIMITED IN ANY CODE SECTION 401(A) PENSION OR
PROFIT-SHARING PLAN OR CODE SECTION 403(B) TAX-SHELTERED ANNUITY. EMPLOYERS
USING THE CONTRACT MAY WANT TO CONSULT THEIR TAX ADVISER REGARDING SUCH
LIMITATION. FURTHER, THE INTERNAL REVENUE SERVICE HAS NOT ADDRESSED IN A RULING
OF GENERAL APPLICABILITY WHETHER A DEATH BENEFIT PROVISION SUCH AS THE ENHANCED
DEATH BENEFIT PROVISION IN THE CONTRACT COMPORTS WITH IRA OR ROTH IRA
QUALIFICATION REQUIREMENTS. A TAX ADVISOR SHOULD BE CONSULTED.

OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax consequences under
the Contracts are not exhaustive, and special rules are provided with respect to
other tax situations not discussed in this prospectus. Further, the federal
income tax consequences discussed herein reflect our understanding of current
law, and the law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of distributions
under a Contract depend on the individual circumstances of each contract owner
or recipient of the distribution. A competent tax adviser should be consulted
for further information.

POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Contracts could change by legislation
or other means. It is also possible that any change could be retroactive (that
is, effective before the date of the change). You should consult a tax adviser
with respect to legislative developments and their effect on the Contract.

GENERATIONS-110929                     66
<PAGE>


--------------------------------------------------------------------------------
        MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

SELECTED FINANCIAL DATA

The following selected financial data prepared in accordance with generally
accepted accounting principles ("GAAP") for Golden American should be read in
conjunction with the financial statements and notes thereto included in this
prospectus. On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of Equitable of Iowa
Companies ("Equitable of Iowa"), according to a merger agreement among Equitable
of Iowa, PFHI and ING Groep N.V. (the "ING acquisition"). On August 13, 1996,
Equitable of Iowa acquired all of the outstanding capital stock of BT Variable,
Inc., then the parent of Golden American (the "Equitable acquisition"). For
financial statement purposes, the ING acquisition was accounted for as a
purchase effective October 25, 1997 and the Equitable acquisition was accounted
for as a purchase effective August 14, 1996. As a result, the financial data
presented below for periods after October 24, 1997, are presented on the
Post-Merger new basis of accounting, for the period August 14, 1996 through
October 24, 1997, are presented on the Post-Acquisition basis of accounting, and
for August 13, 1996 and prior periods are presented on the Pre-Acquisition basis
of accounting.

<TABLE>
<CAPTION>
                                                       SELECTED GAAP BASIS FINANCIAL DATA
                                                                 (IN THOUSANDS)
                                                                   POST-MERGER

                                        ----------------------------------------------------------------------------------
                                        For the Period                                                      For the Period
                                          January 31,     For the Year     For the Year    For the Year       October 25,
                                         2001 through         Ended            Ended           Ended         1997 through
                                           June 30,       December 31,     December 31,    December 31,      December 31,
                                             2001             2000             1999            1998              1997
                                        --------------    ------------     ------------    ------------     --------------
<S>                                      <C>             <C>               <C>              <C>              <C>
Annuity and Interest
    Sensitive Life

    Product Charges.................    $      84,284    $      144,877    $     82,935     $     39,119     $      3,834
Net Income (Loss) before
    Federal Income Tax .............    $      19,842    $       32,862    $     19,737     $     10,353     $       (279)
Net Income (Loss)...................    $      12,135    $       19,180    $     11,214     $      5,074     $       (425)
Total Assets........................    $  12,848,283    $   11,852,677    $  9,392,857     $  4,754,623     $  2,446,395
Total Liabilities...................    $  12,206,786    $   10,235,540    $  8,915,008     $  4,400,729     $  2,219,082
Total Stockholder's Equity..........    $     641,297    $      617,137    $    477,849     $    353,894     $    227,313

</TABLE>



<TABLE>
<CAPTION>
                                                              POST-ACQUISITION         |   PRE-ACQUISITION
                                                       ------------------------------  |   ---------------
                                                       For the Period  For the Period  |   For the Period
                                                       January 1,1997    August 14,    |     January 1,
                                                           through      1996 through   |    1996 through
                                                         October 24,    December 31,   |     August 13,
                                                            1997            1996       |        1996
                                                       --------------  --------------  |   ---------------
<S>                                                      <C>            <C>                   <C>
Annuity and Interest                                                                   |
    Sensitive Life  Product Charges...................   $  18,288      $      8,768   |      $ 12,259
Net Income (Loss) before  Federal Income Tax..........   $    (608)     $        570   |      $  1,736
Net Income (Loss).....................................   $     729      $        350   |      $  3,199
Total Assets..........................................       N/A        $  1,677,899   |         N/A
Total Liabilities.....................................       N/A        $  1,537,415   |         N/A
Total Stockholder's Equity............................       N/A        $    140,484   |         N/A
</TABLE>

GENERATIONS-110929                    67
<PAGE>


BUSINESS ENVIRONMENT

The current business and regulatory environment presents many challenges to the
insurance industry. The variable 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. However, overall demand for
variable insurance products remains strong for several reasons including: low
levels of inflation, moderate interest rate levels, a growing U.S. economy; an
aging U.S. population that is increasingly concerned about retirement, estate
planning, and 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

The purpose of this section is to discuss and analyze Golden American Life
Insurance Company's ("Golden American") 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 American Life
Insurance Company of New York ("First Golden," and collectively with Golden
American, the "Companies").

                              RESULTS OF OPERATION

THE FIRST SIX MONTHS OF 2001
COMPARED TO SAME PERIOD OF 2000.

PREMIUMS

<TABLE>
<CAPTION>
                                                                           PERCENTAGE          DOLLAR
FOR THE SIX MONTHS ENDED JUNE 30                            2001             CHANGE            CHANGE         2000
                                                           -------         ----------          ------         ----
                                                                              (Dollars in millions)
<S>                                                        <C>              <C>                <C>          <C>
Variable annuity premiums:
    Separate account.................................      $  39.2          (94.9)%            $(726.5)     $  765.7
    Fixed account....................................        720.9          103.9                367.3         353.6
Total variable annuity premiums......................        760.1          (32.1)              (359.2)      1,119.3
Fixed annuity payments...............................          1.6             --                  1.6           --
Variable life premiums...............................          1.0             --                  --            1.0
                                                           -------          -----              -------      --------
Total premiums.......................................      $ 762.7          (31.9)%            $(357.6)     $1,120.3
                                                           =======          =====              =======      ========
</TABLE>


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 decreased 32.1% during the first
six months of 2001 compared to the same period of 2000. This decrease is
primarily due to ceded variable annuity separate account premiums of $1.2
billion and $0.9 billion for the first six months of 2001 and 2000,
respectively, under modified coinsurance agreements. Also contributing to the
decrease in variable annuity premiums is a reduction of $462.0 million in
variable annuity separate account premiums from the Premium Plus product in the
first three months of 2001 as compared to the first three months of 2000.
Offsetting these decreases is an increase in fixed account premiums from $353.6
million in 2000 to $720.9 million in 2001. This increase is

GENERATIONS-110929                    68
<PAGE>


primarily due to sales of the Guarantee product, a registered fixed annuity
product introduced in the last quarter of 2000. Sales for this product totaled
$358.0 million in the first six months of 2001. During the first six months of
2001, First Golden began selling two fixed annuity products, a Flex Annuity and
a Multi-Year Guarantee Annuity ("MYGA").

Premiums, net of reinsurance, for variable products from a significant
broker/dealer having at least ten percent of total sales for the six months
ended June 30, 2001 totaled $72.4 million, or 10% of total premiums ($131.4
million, or 12% from a significant broker/dealer for the six months ended June
30, 2000). Gross premiums for variable products from a significant broker/dealer
having at least ten percent of total sales for the six months ended June 30,
2001, totaled $214.6 million, or 11% of total gross premiums ($450.0 million, or
22%, from two significant broker/dealers for the six months ended June 30,
2000).

REVENUES

<TABLE>
<CAPTION>
                                                                           PERCENTAGE         DOLLAR
FOR THE SIX MONTHS ENDED JUNE 30                            2001             CHANGE           CHANGE          2000
                                                           -------         ----------          ------         ----
                                                                              (Dollars in millions)
<S>                                                         <C>               <C>              <C>          <C>
Annuity and interest sensitive life product
    charges..........................................       $84.3             20.9%            $14.6        $ 69.7
Management fee revenue...............................        12.4             26.2               2.6           9.8
Net investment income................................        42.8             34.6              11.0          31.8
Realized gains (losses) on investments...............        (1.9)           (27.2)              0.7          (2.6)
                                                           ------            -----             -----        ------
                                                           $137.6             26.5%            $28.9        $108.7
                                                           ======            =====             =====        ======
</TABLE>

Total revenues increased 26.5% in the first six months of 2001 from the same
period in 2000. Annuity and interest sensitive life product charges increased
20.9% in the first six months of 2001 due to additional fees earned from the
higher average block of business under management in the variable separate
accounts and higher surrender charges.

Golden American provides certain managerial and supervisory services to Directed
Services, Inc. ("DSI"). The fee paid to Golden American for these services,
which is calculated as a percentage of average assets in the variable separate
accounts, was $11.5 million and $9.0 million for the first six months of 2001
and 2000, respectively. This increase was due to the increasing average assets
in the variable separate accounts and renegotiation of the fee paid by DSI to
Golden American during the third quarter of 2000.

Net investment income increased 34.6% in the first six months of 2001 due to a
growth in invested assets from June 30, 2000 mainly related to the introduction
of the Guarantee product. The Companies had $1.9 million of realized losses on
the sale of investments in the first six months of 2001, compared to losses of
$2.6 million in the same period of 2000.

EXPENSES

Total insurance benefits and expenses increased $23.3 million, or 27.4%, to
$108.2 million in the first six months of 2001 from the same period in 2000.
Interest credited to account balances decreased $9.9 million, or 9.9%, to $90.2
million in the first six months of 2001. The premium credit on the Premium Plus
product decreased $23.3 million to $50.3 million at June 30, 2001 and the bonus
interest on the fixed account decreased $0.6 million to $4.2 million at June 30,
2001. These decreases were partially offset by an increase in interest credited
due to higher average account balances associated with the Companies' fixed
account options, mainly due to the introduction of the Guarantee product.

Commissions decreased $3.6 million, or 3.2%, to $108.6 million in the first six
months of 2001. Insurance taxes, state licenses, and fees increased $0.6
million, or 21.2%, to $3.5 million in the first six months of 2001. 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, thus
having very little impact on current earnings.

GENERATIONS-110929                    69
<PAGE>


General expenses increased $16.8 million, or 41.8%, to $57.0 million in the
first six months of 2001. 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. Also contributing to this increase in general
expenses are additional cost allocations during the first six months of 2001.
The increase in general expenses was partially offset by reimbursements received
from DSI, Equitable Life Insurance Company of Iowa ("Equitable Life"), ING
Mutual Funds Management Co., LLC, an affiliate, Security Life of Denver
Insurance Company, an affiliate, Southland Life Insurance Company, an affiliate,
and United Life & Annuity Insurance Company, an affiliate, for certain advisory,
computer, and other resources and services provided by the Companies.

During the first six months of 2001 and 2000, the value of purchased insurance
in force ("VPIF") was adjusted to increase amortization by $245,000 and
$707,000, 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 June 30, 2001 is $2.0
million for the remainder of 2001, $3.4 million in 2002, $3.0 million in 2003,
$2.5 million in 2004, $1.8 million in 2005, and $1.4 million in 2006. Actual
amortization may vary based upon changes in assumptions and experience.

Amortization of deferred policy acquisition costs ("DPAC") decreased $6.1
million, or 17.1%, in the first six months of 2001. Deferred policy acquisition
costs decreased $72.8 million, or 74.5%, for the six months ended June 30, 2001.
The decrease in the amortization and the amount of policy acquisition costs
deferred was mainly due to an increase in the amount of deferred costs that have
been offset due to the modified coinsurance agreement entered into during the
second quarter of 2000.

Expenses and charges reimbursed to Golden American under modified coinsurance
agreements increased from $115.8 million for the six months in 2000 to $162.7
million during the first six months in 2001. This was primarily due to a
modified coinsurance agreement which was entered into during the second quarter
of 2000, with Equitable Life, an affiliate, 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, $160.9
million in expenses and charges were reimbursed during the first six months of
2001. This reimbursement offset deferred policy acquisition costs and
non-deferrable costs related to policies reinsured under this agreement.

Interest expense decreased 6.0%, or $0.6 million, to $9.5 million in the first
six months of 2001. Interest expense on a $25 million surplus note issued
December 1996 and expiring December 2026 was $1.0 million for the first six
months of 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
$2.2 million for the first six months of 2001, unchanged from the same period of
2000. Interest expense on a $75 million surplus note, issued September 1999 and
expiring September 2029 was $2.9 million for the first six months of 2001 and
2000. Interest expense on a $50 million surplus note, issued December 1999 and
expiring December 2029 was $2.0 million for the first six months of 2001 and
$2.1 million in 2000. Interest expense on a $35 million surplus note issued
December 1999 and expiring December 2029 was $1.4 million for the first six
months of 2001 and $1.6 million in 2000. Golden American also paid $25,000 in
2001 and $284,000 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 $1,000 and $36,000 for the first
six months of 2001 and 2000, respectively.

INCOME

Net income was $12.1 million for the first six months of 2001, an increase of
$4.0 million, or 50.2% from the same period of 2000.

Comprehensive income for the first six months of 2001 was $17.4 million, an
increase of $10.4 million from comprehensive income of $7.0 million in the same
period of 2000.

GENERATIONS-110929                    70
<PAGE>


2000 COMPARED TO 1999

PREMIUMS

<TABLE>
<CAPTION>
                                                                           PERCENTAGE        DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              2000             CHANGE          CHANGE            1999
                                                            ----           ----------        ------            ----
                                                                              (Dollars in millions)
<S>                                                       <C>               <C>              <C>              <C>
Variable annuity premiums:
    Separate account.................................     $1,307.3          (48.0)%          $(1,204.4)       $2,511.7
    Fixed account....................................        793.1            2.9                 22.4           770.7
Total variable annuity premiums......................      2,100.4          (36.0)            (1,182.0)        3,282.4
Variable life premiums...............................          1.6          (81.8)                (7.0)            8.6
                                                          --------          -----            ---------        --------
Total premiums.......................................     $2,102.0          (36.1)%          $(1,189.0)       $3,291.0
                                                          ========          =====            =========        ========
</TABLE>


For the Companies' variable 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 separate account premiums decreased 48.0% in 2000. Excluded
from the variable annuity separate account premiums above are $1,787.9 million
and $97.9 million for the years ended December 31, 2000 and 1999, respectively,
related to modified coinsurance agreements. The fixed account portion of the
Companies' variable annuity premiums increased 2.9% in 2000. Excluding the
effect of the modified coinsurance agreements, the increase in premiums resulted
from increased sales of existing annuity products and from the introduction of a
new annuity product during 2000 called GoldenSelect Guarantee Annuity.

Variable life premiums decreased 81.8% in 2000. In August 1999, Golden American
discontinued offering variable life products, but the Companies continue to
accept additional premiums from existing policyholders.

Premiums, net of reinsurance, for variable products from a significant
broker/dealer having at least ten percent of total sales for the year ended
December 31, 2000, totaled $235.3 million, or 11% of total net premiums compared
to $918.4 million, or 28%, from two significant broker/dealers for the year
ended December 31, 1999. Gross premiums for variable products from two
significant broker/dealers having at least ten percent of total sales for the
year ended December 31, 2000, totaled $831.0 million, or 21% of total gross
premiums compared to $1,018.9 million, or 30%, from two significant
broker/dealers for the year ended December 31, 1999.

REVENUES

<TABLE>
<CAPTION>
                                                                           PERCENTAGE        DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              2000             CHANGE          CHANGE           1999
                                                            ----           ----------        ------           ----
                                                                              (Dollars in millions)
<S>                                                        <C>              <C>               <C>            <C>
Annuity and interest sensitive life product
    charges..........................................      $144.9             74.7%           $62.0          $ 82.9
Management fee revenue...............................        23.0            106.4             11.9            11.1
Net investment income................................        64.1              8.4              4.9            59.2
Realized gains (losses) on investments...............        (6.6)          (124.2)            (3.7)           (2.9)
                                                           ------           ------            -----          ------
                                                           $225.4             50.0%           $75.1          $150.3
                                                           ======           ======            =====          ======
</TABLE>

Total revenues increased 50.0%, or $75.1 million, to $225.4 million in 2000.
Annuity and interest sensitive life product charges increased 74.7%, or $62.0
million, to $144.9 million in 2000, primarily due to additional fees earned from
the increasing block of business in the separate accounts.

Golden American provides certain managerial and supervisory services to 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 $21.3 million for 2000 and $10.1 million

GENERATIONS-110929                    71
<PAGE>


for 1999. This increase is due to the increasing assets in the separate
accounts and renegotiation of the fee paid by DSI to Golden American.

Net investment income increased 8.4%, or $4.9 million, to $64.1 million in 2000
from $59.2 million in 1999, due to increasing investment yields, as well as a
larger average amount of assets backing the fixed account options within the
variable products.

During 2000, the Companies had net realized losses on investments of $6.6
million, mainly due to sales of fixed maturities, including a $142,000 write
down of an impaired fixed maturity. In 1999, the Companies had net realized
losses on investments of $2.9 million, including a $1.6 million write down of
two impaired fixed maturities.

EXPENSES

<TABLE>
<CAPTION>
                                                                           PERCENTAGE        DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              2000             CHANGE          CHANGE            1999
                                                            ----           ----------        ------            ----
                                                                              (Dollars in millions)
<S>                                                       <C>               <C>               <C>            <C>
Insurance benefits and expenses:
   Annuity and interest sensitive life benefits:
      Interest credited to account balances..........      $195.1              11.3%         $ 19.8          $175.3
      Benefit claims incurred in excess of
        account balances.............................         4.9             (22.4)           (1.4)            6.3
    Underwriting, acquisition, and insurance
      expenses:
      Commissions....................................       213.7              13.4            25.3           188.4
      General expenses...............................        84.9              41.1            24.7            60.2
      Insurance taxes, state licenses, and fees......         4.5              12.5             0.5             4.0
      Policy acquisition costs deferred..............      (168.4)            (51.4)          178.0          (346.4)
      Expenses and charges reimbursed under
        modified coinsurance agreements..............      (225.8)          2,341.7          (216.6)           (9.2)
      Amortization:
        Deferred policy acquisition costs............        55.2              66.5            22.1            33.1
        Value of purchased insurance in force........         4.8             (23.0)           (1.4)            6.2
        Goodwill.....................................         3.8               --               --             3.8
                                                           ------           -------          ------          ------
                                                           $172.7              41.9%         $ 51.0          $121.7
                                                           ======           =======          ======          ======
</TABLE>

Total insurance benefits and expenses increased 41.9%, or $51.0 million, in 2000
from $121.7 million in 1999. Interest credited to account balances increased
11.3%, or $19.8 million, in 2000 from $175.3 million in 1999. The premium credit
on the Premium Plus variable annuity product increased $8.2 million to $132.0
million at December 31, 2000. The remaining increase in interest credited
relates to higher average account balances and higher average credited rates
associated with the Companies' fixed account options within the variable
products.

Commissions increased 13.4%, or $25.3 million, in 2000 from $188.4 million in
1999 due to increased sales of the fixed and separate account options in 2000.
Insurance taxes, state licenses, and fees increased 12.5%, or $0.5 million, in
2000 from $4.0 million in 1999. Changes in commissions and insurance taxes,
state licenses, and fees are generally related to changes in the level and
composition of variable product sales. Most costs incurred as the result of
sales have been deferred, thus having very little impact on current earnings.

General expenses increased 41.1%, or $24.7 million, in 2000 from $60.2 million
in 1999. Management expects general expenses to continue to increase in 2001 as
a result of the emphasis on expanding the salaried wholesaler distribution
network and the growth in sales. 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. The increase in general expenses was partially
offset by

GENERATIONS-110929                    72
<PAGE>


reimbursements received from DSI, Equitable Life Insurance Company of
Iowa ("Equitable Life"), an affiliate, ING Mutual Funds Management Co., LLC, an
affiliate, Security Life of Denver Insurance Company, an affiliate, Southland
Life Insurance Company, an affiliate, and United Life & Annuity Insurance
Company, an affiliate, for certain advisory, computer, and other resources and
services provided by Golden American.

The Companies' previous balances of DPAC, 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 2000, VPIF
established at the merger date of the Companies' Parent and ING, was adjusted to
reduce amortization by $1.6 million to reflect changes in the assumptions
related to the timing of estimated gross profits. During 1999, VPIF was adjusted
to increase amortization by $0.7 million to reflect changes in the assumptions
related to the timing of future gross profits. Amortization of DPAC increased
$22.1 million, or 66.5%, in 2000. This increase resulted from a growth in
deferred policy acquisition costs generated by expenses associated with the
large sales volume experienced since December 31, 1999. Deferred policy
acquisition costs decreased $178.0 million or 51.4% for the year ended December
31, 2000. This decrease was due to a modified coinsurance agreement which was
entered into during the second quarter of 2000, and which resulted in a $223.7
million decrease in deferred policy acquisition costs. 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, 2000, is $3.9 million in 2001, $3.6 million in 2002, $3.0
million in 2003, $2.4 million in 2004, and $1.9 million in 2005. Actual
amortization may vary based upon changes in assumptions and experience.

Expenses and charges reimbursed under modified coinsurance agreements increased
by $216.6 million to $225.8 million during 2000 as compared to the year ended
December 31, 1999. This was primarily due to a modified coinsurance agreement
which was entered into during the second quarter of 2000, with an affiliate,
Equitable Life, covering a part of the business issued after January 1, 2000.
This reinsurance agreement contributed $218.8 million to expenses and charges
reimbursed under modified coinsurance agreements during the year ended December
31, 2000. This was offset by a corresponding decrease in deferred policy
acquisition costs and reimbursement of non-deferrable costs related to policies
reinsured under this agreement.

Interest expense increased 123.4%, or $11.0 million, in 2000 from $8.9 million
in 1999. 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, 2000,
unchanged from the same period of 1999. 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, 2000, unchanged from the same period of 1999.
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,
2000, and $1.5 million for the year ended December 31, 1999. 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, 2000. Interest expense on a $35
million surplus note issued December 1999 and expiring December 2029 was $3.0
million for the year ended December 31, 2000. Golden American also paid $0.4
million in 2000 and $0.8 million in 1999 to ING AIH for interest on a
reciprocal loan agreement. Interest expense on a revolving note payable
with SunTrust Bank, Atlanta was $0.1 million and $0.2 million for the years
ended December 31, 2000 and 1999, respectively.

INCOME. Net income for 2000 was $19.2 million, an increase of $8.0 million from
$11.2 million for 1999.

Comprehensive income for 2000 was $24.3 million, an increase of $21.3 million
from comprehensive income of $3.0 million for 1999.

GENERATIONS-110929                    73
<PAGE>


1999 COMPARED TO 1998

PREMIUMS

<TABLE>
<CAPTION>
                                                                           PERCENTAGE        DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              1999             CHANGE          CHANGE            1998
                                                            ----           ----------        ------            ----
                                                                              (Dollars in millions)
<S>                                                       <C>                <C>            <C>             <C>
Variable annuity premiums:
    Separate account.................................     $2,511.7            71.9%         $1,050.5        $1,461.2
    Fixed account....................................        770.7            30.9             182.0           588.7
                                                          --------           -----          --------        --------
Total variable annuity premiums......................      3,282.4            60.1           1,232.5         2,049.9
Variable life premiums...............................          8.6           (37.8)             (5.2)           13.8
                                                          --------           -----          --------        --------
Total premiums.......................................     $3,291.0            59.5%         $1,227.3        $2,063.7
                                                          ========           =====          ========        ========

</TABLE>

For the Companies' variable 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 separate account premiums increased 71.9% in 1999. The fixed
account portion of the Companies' variable annuity premiums increased 30.9% in
1999. These increases resulted from increased sales of the Premium Plus variable
annuity product.

Variable life premiums decreased 37.8% in 1999. In August 1999, Golden American
discontinued offering variable life products.

Premiums, net of reinsurance, for variable products from two significant
broker/dealers each having at least ten percent of total sales for the year
ended December 31, 1999 totaled $918.4 million, or 28% of premiums compared to
$528.9 million, or 26%, from two significant broker/dealers for the year ended
December 31, 1998.

REVENUES

<TABLE>
<CAPTION>
                                                                        PERCENTAGE        DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              1999          CHANGE          CHANGE         1998
                                                            ----        ----------        ------         ----
                                                                           (Dollars in millions)
<S>                                                       <C>             <C>               <C>          <C>
Annuity and interest sensitive life product
    charges..........................................     $  82.9         112.0%            $43.8        39.1
Management fee revenue...............................        11.1         131.2               6.3         4.8
Net investment income................................        59.2          39.3              16.7        42.5
Realized gains (losses) on investments...............        (2.9)         93.3              (1.4)       (1.5)
                                                          -------         -----             -----        ----
                                                          $ 150.3          77.0%            $65.4        84.9
                                                          =======         =====             =====        ====
</TABLE>

Total revenues increased 77.0%, or $65.4 million, to $150.3 million in 1999.
Annuity and interest sensitive life product charges increased 112.0%, or $43.8
million, to $82.9 million in 1999, primarily due to additional fees earned from
the increasing block of business in the separate accounts.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid to Golden American for these services, which is calculated as a
percentage of average assets in the variable separate accounts, was $11.1
million for 1999 and $4.8 million for 1998.

Net investment income increased 39.3%, or $16.7 million, to $59.2 million in
1999 from $42.5 million in 1998, due to growth in invested assets from December
31, 1998, increasing interest rates, and a relative increase in below investment
grade investments.

During 1999, the Company had net realized losses on investments of $2.9 million,
which includes a $1.6 million write down of two impaired fixed maturities,
compared to net realized losses on investments of $1.5 million in 1998 which
included a $1.0 million write down of two impaired fixed maturities.

GENERATIONS-110929                    74
<PAGE>


EXPENSES

<TABLE>
<CAPTION>
                                                                           PERCENTAGE        DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              1999             CHANGE          CHANGE            1998
                                                            ----           ----------        ------            ----
                                                                              (Dollars in millions)
<S>                                                       <C>                 <C>             <C>              <C>
Insurance benefits and expenses:
   Annuity and interest sensitive life benefits:
      Interest credited to account balances..........     $ 175.3              84.7%          $  80.4          $ 94.9
      Benefit claims incurred in excess of
        account balances.............................         6.3             200.2               4.2             2.1
    Underwriting, acquisition, and insurance
      expenses:
      Commissions....................................       188.4              55.5              67.2           121.2
      General expenses...............................        60.2              60.2              22.6            37.6
      Insurance taxes, state licenses, and fees......         4.0              (4.0)             (0.1)            4.1
      Policy acquisition costs deferred..............      (346.4)             75.1            (148.6)         (197.8)
      Expenses and charges reimbursed under
        modified coinsurance agreements..............        (9.2)             64.3              (3.6)           (5.6)
      Amortization:
        Deferred policy acquisition costs............        33.1             543.3              28.0             5.1
        Value of purchased insurance in force........         6.2              32.0               1.5             4.7
        Goodwill.....................................         3.8                --                --             3.8
                                                          -------             -----             -----          ------
                                                          $ 121.7              73.6%            $51.6          $ 70.1
                                                          =======             =====             =====          ======
</TABLE>


Total insurance benefits and expenses increased 73.6%, or $51.6 million, in 1999
from $70.1 million in 1998. Interest credited to account balances increased
84.7%, or $80.4 million, in 1999 from $94.9 million in 1998. The premium credit
on the Premium Plus variable annuity product increased $69.3 million to $123.8
million at December 31, 1999. The bonus interest on the fixed account increased
$3.0 million to $10.9 million at December 31, 1999. The remaining increase in
interest credited relates to higher account balances associated with the
Companies' fixed account options within the variable products.

Commissions increased 55.5%, or $67.2 million, in 1999 from $121.2 million in
1998. Insurance taxes, state licenses, and fees decreased 4.0%, or $0.1 million,
in 1999 from $4.1 million in 1998. Changes in commissions and insurance taxes,
state licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state licenses, and fees
are impacted by several other factors, which include an increase in FICA taxes
primarily due to bonuses and expenses for the triennial insurance department
examination of Golden American, which were offset by a decrease in 1999 of
guaranty fund assessments paid. Most costs incurred as the result of sales have
been deferred, thus having very little impact on current earnings.

General expenses increased 60.2%, or $22.6 million, in 1999 from $37.6 million
in 1998. Management expects general expenses to continue to increase in 2000 as
a result of the emphasis on expanding the salaried wholesaler distribution
network and the growth in sales. 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. The increase in general expenses was partially
offset by reimbursements received from DSI, Equitable Life, ING Mutual Funds
Management Co., LLC, an affiliate, Security Life of Denver Insurance Company, an
affiliate, Southland Life Insurance Company, an affiliate, and United Life &
Annuity Insurance Company, an affiliate, for certain advisory, computer, and
other resources and services provided by Golden American.

The Companies' previous balances of DPAC, 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 1999, VPIF was
adjusted to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits. During 1998, VPIF
decreased $2.7 million to adjust the value of other receivables

GENERATIONS-110929                    75
<PAGE>


and increased $0.2 million as a result of an adjustment to the merger costs.
During 1998, VPIF was adjusted to reduce amortization by $0.2 million to reflect
changes in the assumptions related to the timing of future gross profits.
Amortization of DPAC increased $28.0 million, or 543.3%, in 1999. This increase
resulted from growth in policy acquisition costs deferred from $197.8 million at
December 31, 1998 to $346.4 million at December 31, 1999, which was generated by
expenses associated with the large sales volume experienced since December 31,
1998. 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, 1999 is $4.0 million in 2000, $3.6 million
in 2001, $3.3 million in 2002, $2.8 million in 2003, and $2.3 million in 2004.
Actual amortization may vary based upon changes in assumptions and experience.

Expenses and charges reimbursed under modified coinsurance agreements increased
by $3.6 million due primarily to income received under a modified reinsurance
agreement with an unaffiliated reinsurer.

Interest expense increased 102.6%, or $4.5 million, in 1999 from $4.4 million in
1998. 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, 1999,
unchanged from the same period of 1998. Interest expense on a $60 million
surplus note issued in December 1998 and expiring December 2028 was $4.3 million
for the year ended December 31, 1999. Interest expense on a $75 million surplus
note, issued September 30, 1999 and expiring September 29, 2029 was $1.5 million
for the year ended December 31, 1999. Golden American also paid $0.8 million in
1999 and $1.8 million in 1998 to ING AIH for interest on a reciprocal loan
agreement. Interest expense on a revolving note payable with SunTrust
Bank, Atlanta was $0.2 million and $0.3 million for the years ended
December 31, 1999 and 1998, respectively. In addition, Golden American
incurred interest expense of $0.2 million in 1998 on a line of credit
with Equitable Life.

INCOME. Net income for 1999 was $11.2 million, an increase of $6.1 million from
$5.1 million for 1998.

Comprehensive income for 1999 was $3.0 million, a decrease of $0.9 million from
comprehensive income of $3.9 million for 1998.


                               FINANCIAL CONDITION

RATINGS. Currently, the Companies' ratings are A+ by A. M. Best Company, AA+ by
Fitch IBCA, Duff & Phelps Credit Rating Company, 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 50.1% and 48.4%, respectively, during
the first six months of 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 guaranteed 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 June 30, 2001, the Companies had no investments in default. At June 30, 2001
and December 31, 2000, the Companies investments had a yield of 6.7%. The
Companies estimate the total investment portfolio, excluding policy loans, had a
fair value approximately equal to 100.4% and 99.3% of amortized cost value at
June 30, 2001 and December 31, 2000, respectively.

Fixed Maturities: At June 30, 2001, the Companies had fixed maturities with an
amortized cost of $1.2 billion and an estimated fair value of $1.2 billion. The
Companies classify 100% of securities as available for sale. Net unrealized
appreciation of fixed maturities of $5.2 million was comprised of gross
appreciation of $13.9 million and gross depreciation of $8.7 million. Net
unrealized holding gains on these securities, net of adjustments for VPIF, DPAC,
and deferred income taxes of $1.2 million, were included in stockholder's equity
at June 30, 2001.

GENERATIONS-110929                    76
<PAGE>


At December 31, 2000, the Companies had fixed maturities with an amortized cost
of $798.8 million and an estimated fair value of $792.6 million. The Companies
classify 100% of securities as available for sale. Net unrealized depreciation
of fixed maturities of $6.2 million comprised of gross appreciation of $5.8
million and gross depreciation of $12.0 million. Depreciation of $1.5 million
was included in stockholder's equity at December 31, 2000 (net of adjustments of
$0.8 million to VPIF, $3.1 million to DPAC, and $0.8 million to deferred taxes).

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 Rating Services ("Standard & Poor's") ($589.9
million or 48.1% at June 30, 2001 and $519.9 million or 65.1% at December 31,
2000), that are rated BBB+ to BBB- by Standard & Poor's ($239.7 million or 19.6%
at June 30, 2001 and $117.9 million or 14.7% at December 31, 2000), and below
investment grade securities, which are securities issued by corporations that
are rated BB+ and lower by Standard & Poor's ($118.5 million or 9.6% at June 30,
2001 and $53.5 million or 6.7% at December 31, 2000). Securities not rated by
Standard & Poor's had a National Association of Insurance Commissioners ("NAIC")
rating of 1, 2, 3, 4, 5, or 6 ($278.0 million or 22.7% at June 30, 2001 and
$106.9 million or 13.4% at December 31, 2000). The Companies' fixed maturity
investment portfolio had a combined yield at amortized cost of 6.9% and 6.8% at
June 30, 2001 and December 31, 2000, respectively.

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 June 30, 2001, the amortized cost value of the Companies' total investments
in below investment grade securities, excluding mortgage-backed securities, was
$133.3 million, or 8.9%, of the Companies' investment portfolio ($65.1 million,
or 6.4% at December 31, 2000). The Companies do not expect the percentage of the
portfolio invested in below investment grade securities, excluding
mortgage-backed securities, to exceed 10% of the investment portfolio. At June
30, 2001, the yield at amortized cost on the Companies' below investment grade
portfolio was 8.4% compared to 6.9% for the Companies' investment grade
corporate bond portfolio. At December 31, 2000, the yield at amortized cost on
the Companies' below investment grade portfolio was 8.2% compared to 6.6% for
the Companies' investment grade corporate bond portfolio. The Companies estimate
the fair value of the below investment grade portfolio was $131.2 million, or
98.4% of amortized cost value, at June 30, 2001 ($60.2 million, or 92.6% of
amortized cost value, at December 31, 2000).

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 a 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 company 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.

During the first six months of 2001 and the year ended December 31, 2000, fixed
maturities designated as available for sale with a combined amortized cost of
$233.3 million and $211.3 million were sold, called, or repaid by their issuers.
In total, net pre-tax losses from sales, calls, and repayments of fixed
maturities

GENERATIONS-110929                    77
<PAGE>


amounted to $0.5 million in the first six months and $6.1 million in 2000,
excluding the $142,000 pre-tax loss recognized in June 2000 to reduce the
carrying value of an impaired bond to its net realizable value of $315,000.
During the first six months of 2001, Golden American determined that the
carrying value of three impaired bonds exceeded their estimated net realizable
value. As a result, at June 30, 2001, Golden American recognized a total pre-tax
loss of approximately $679,000 to reduce the carrying value of the bonds to
their net realizable value of $365,000.

Equity Securities: As of December 31, 2000, equity securities at market
represent 0.7% of the fair value of the Companies' investment portfolio. At
December 31, 2000, the Companies owned equity securities with a cost of $8.6
million and an estimated fair value of $6.8 million. Net unrealized depreciation
of equity securities was comprised entirely of gross depreciation of $1.8
million. Equity securities are primarily comprised of investments in shares of
the mutual funds underlying the Companies' registered separate accounts.

Mortgage Loans on Real Estate: Mortgage loans on real estate represent 10.0% and
9.9% of the Companies' investment portfolio at June 30, 2001 and December 31,
2000, respectively. Mortgages outstanding were $150.6 million at June 30, 2001
with an estimated fair value of $151.1 million. Mortgages outstanding at
amortized cost were $99.9 million at December 31, 2000 with an estimated fair
value of $100.5 million. The Companies' mortgage loan portfolio includes 60
loans with an average size of $2.5 million at June 31, 2001. The Companies'
mortgage loans on real estate are typically secured by occupied buildings
in major metropolitan locations and not speculative
developments 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 (17% in 2001 and 4% in 2000) and California (16% in 2001 and 15% in 2000).
There are no other concentrations of mortgage loans on real estate in any state
exceeding ten percent at June 30, 2001 and December 31, 2000. Mortgage loans on
real estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (24% in 2001 and 29% in 2000),
industrial buildings (27% in 2001 and 35% in 2000), retail facilities (24% in
2001 and 18% in 2000), and multi-family apartments (21% in 2001 and 10% in
2000). At June 30, 2001 and December 31, 2000, the yield on the Companies'
mortgage loan portfolio was 7.1% and 7.3%, respectively.

At June 30, 2001 and December 31, 2000, 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 $9.4 million during the first
six months of 2001 and $19.1 million during 2000, due largely to an increase of
$6.8 million during the first six months of 2001 and $14.6 million during 2000
in reinsurance reserves from an intercompany reinsurance agreement between
Golden American and Security Life of Denver International Limited. On December
28, 2000, effective January 1, 2000, Golden American entered into a reinsurance
agreement with Security Life of Denver International Limited, an affiliate,
covering variable annuity minimum guaranteed death benefits and minimum
guaranteed living benefits. The remainder of the increase was mainly due to an
increase in reinsurance receivable from surrenders, and was consistent with an
increase in ceded premiums from 1999 to 2000.

Amounts due from affiliates were $68,000 and $38.8 million at June 30, 2001 and
December 31, 2000, respectively. At December 31, 2000, the companies had a
receivable of $35.0 million related to a capital contribution from its parent
EIC.

DPAC represents certain deferred costs of acquiring new insurance business,
principally first year commissions and interest bonuses, premium credits, and
other expenses related to the production of new business after the merger of EIC
and its subsidiaries with ING Group on October 24, 1997 (the "merger date"). Any
expenses which vary directly with the sales of the Companies' products are
deferred and amortized. 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. At June 30, 2001, the Companies had DPAC
and VPIF balances of $624.6 million and $22.3 million, respectively ($635.1
million and $25.9 million, respectively, at December 31, 2000). During the first

GENERATIONS-110929                    78
<PAGE>


six months of 2001 and 2000, VPIF was adjusted to increase amortization by
$245,000 and by $707,000, respectively, to reflect changes in the assumptions
related to the timing of estimated gross profits.

Goodwill totaling $151.1 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 June 30, 2001 and December 31,
2000 was $13.9 million and $11.9 million, respectively.

Other assets increased $22.3 million during first six months of 2001 and $29.5
million during 2000, due mainly to increases in the receivable for securities
sold.

At June 30, 2001, the Companies had $10.4 billion of separate account assets
compared to $9.8 billion at December 31, 2000. At December 31, 2000, the
Companies had $9.8 billion of separate account assets compared to $7.6 billion
at December 31, 1999. The increase in separate account assets resulted from
sales of the Companies' variable annuity products, net of redemptions and
reinsurance, 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 June 30, 2001, the Companies had total assets of $12.8 billion, an 8.4%
increase from December 31, 2000. At December 31, 2000, the Companies had total
assets of $11.9 billion, a 26.2% increase from December 31, 1999.

LIABILITIES. Future policy benefits for annuity and interest sensitive life
products increased $393.9 million, or 37.1%, to $1.5 billion reflecting net
sales of the Companies' fixed account options at June 30, 2001.

Future policy benefits for annuity and interest sensitive life products
increased $29.2 million, or 2.8%, to $1.1 billion reflecting mainly an increase
in reserves due to the introduction of minimum guaranteed living benefits as new
riders available to policyholders as of February, 2000 on certain variable
products. Sales, net of redemptions and reinsurance, and increased transfer
activity to the separate account options accounted for the $2.2 billion, or
30.0%, increase in separate account liabilities to $9.8 billion at December 31,
2000.

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 Life, which matures on
December 17, 2026. As a result of the merger of Equitable Life into EIC,
the surplus note is now payable to EIC.

Amounts due to affiliates decreased $4.8 million or 24.0% to $15.1 million
during the first six months of 2001. This is mainly due to the partial cash
settlement of a liability for the modified coinsurance agreement with Equitable
Life.

Amounts due to affiliates increased by $7.2 million from $12.7 million at
December 31, 1999 to $19.9 million at December 31, 2000. This was mainly due to
the overpayment of the cash settlement for the modified coinsurance agreement
with an affiliate.

Other liabilities increased $42.0 million or 60.6% to $111.4 million during the
first six months of 2001 due to the increase in the payable for securities
purchased. Other liabilities increased $16.2 million from $53.2 million at
December 31, 1999, due primarily to the timing of the settlement of account
transfers, an increase in outstanding checks, and an increased pension
liability, partly offset by a decrease in the payable for securities purchased.

In conjunction with the volume of variable annuity sales, the Companies total
liabilities increased $971.2 million or 8.6%, during the first six months 2001
and totaled $12.2 billion at June 30, 2001. The Companies' total liabilities
increased $2.3 billion, or 26.0%, during 2000 and totaled $11.2 billion at
December 31, 2000.

GENERATIONS-110929                    79
<PAGE>


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 $115.0 million, or
24.5%, from December 31, 1999 to $583.6 million at December 31, 2000, due to
capital contributions from the Parent.


                         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 made by the Parent. 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 $165.0 million in the first six
months of 2001 compared to net cash provided by operating activities of $33.3
million in the same period of 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 commissions and other deferrable expenses related to the
continued growth in the variable annuity products. For the six months ended June
30, 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 $160.9
million in the first six months of 2001. For the six months ended June 30, 2000,
this modified coinsurance resulted in a net cash settlement of $111.8 million.
Also contributing to this increase in net cash provided by operating activities
is an increase in the payable for securities purchased at June 30, 2001.

Net cash provided by operating activities was $72.7 million in 2000 compared to
net cash used by operating activities of $74.0 million in 1999. 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. During 2000, these negative cash flows were offset by
the effects of a modified coinsurance agreement entered into with an affiliate
which resulted in the reimbursement of policy acquisition costs incorporated in
a net cash settlement of $218.8 million. This was partially offset also by the
use of cash from increases in reinsurance recoverable, due from affiliates and
other assets.

Net cash used in investing activities was $486.4 million during the first six
months of 2001 compared to net cash provided by investing activities of $39.5
million in the same period of 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 the first six months of 2001 versus net
sales in 2000. Net purchases of fixed maturities reached $428.6 million during
the first six months of 2001 versus net sales of $22.2 million in the same
period of 2000. Net purchases of mortgage loans on real estate reached $50.9
million in the first six months of 2000 versus net purchases of $5.6 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 investing activities was $28.0 million during 2000 as
compared to net cash used in investing activities of $177.5 million in 1999.
This increase is primarily due to lower purchases of fixed maturities during
2000 than in 1999. Net sales of fixed maturities totaled $51.1 million in 2000
versus net purchases of $124.0 million in 1999. This change was mainly due to
the relatively constant level policyholder account balances in the fixed account
options during 2000 as compared to an increase during 1999, combined with a
shift toward short-term investments.

GENERATIONS-110929                    80
<PAGE>


Net cash provided by financing activities was $309.4 million during the first
six months of 2001 compared to net cash used in financing activities of $25.7
million during the same period in 2000. In the first six months of 2001, net
cash provided by financing activities was positively impacted by net fixed
account deposits of $663.5 million compared to $267.8 million in the same period
of 2000 primarily due to the introduction of the Guarantee product in the fourth
quarter of 2000. In addition, there was a decrease of $49.6 million in net
reallocations to Separate Accounts. In the first six months of 2001, net cash
provided by financing activities was negatively impacted by a decrease in
capital contributions from the Parent as well as a decrease in the amount of
proceeds received from reciprocal loan agreement borrowings. The Companies
received $7.0 million and $80.0 million of capital contributions from the Parent
in the first six months of 2001 and 2000, respectively. During the first six
months of 2000, the Companies received a net amount of $40.0 million from
reciprocal loan agreement borrowings.

Net cash used by financing activities was $51.9 million during 2000 as compared
to net cash provided by financing activities of $259.2 million during the prior
year. In 2000, net cash provided by financing activities was positively impacted
by net fixed account deposits of $660.4 million compared to $627.1 million in
1999. This increase was more than offset by net reallocations to the Companies'
separate accounts, which increased to $825.9 million from $650.3 million during
the prior year. In 2000, another important source of cash provided by financing
activities was $115.0 million in capital contributions from the Parent compared
to $121.0 million in 1999. Another source of cash provided by financing
activities during 1999 was $160.0 million in proceeds from surplus notes. No
surplus notes were issued during 2000.

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 AIH, which expires on December 31, 2007. In addition, the
Companies have established an $85.0 million revolving note facility with
SunTrust Bank, Atlanta. This revolving note payable was amended and restated in
April 2001 with an expiration date of May 31, 2002. Management believes 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 before reinsurance. It is anticipated that a continuation
of capital contributions from the 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 2001, 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 13A of
Golden American's statutory statement.

During the first quarter of 1999, Golden American's operations were moved to
a new site in West Chester, Pennsylvania. Currently, Golden American occupies
125,000 square feet of leased space. Golden American's New York subsidiary
is housed in leased space in New York, New York. The Companies intend to
spend approximately $3.9 million on capital needs for 2001.

The ability of Golden American 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 2001, 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

GENERATIONS-110929                    81
<PAGE>


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 2001.

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 June 30, 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.

At December 31, 2000, Golden American had reinsurance treaties with six
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, 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.

On December 28, 2000, Golden American entered into a reinsurance agreement with
Security Life of Denver International Limited, an affiliate, covering variable
annuity minimum guaranteed death benefits and minimum guaranteed living benefits
of variable annuities issued on or after January 1, 2000. An irrevocable letter
of credit was obtained through Bank of New York in the amount of $25,000,000
related to this agreement.

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 include contractholder behavior
and the variable separate accounts' performance.

Contractholders bear the majority of the investment risks related to the
variable insurance products. Therefore, the risks associated with the
investments supporting the variable separate accounts are assumed by
contractholders, not by the Companies (subject to, among other things, certain
minimum guarantees). The Companies' products also provide certain minimum death
and guaranteed living benefits that depend 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 from the fixed account 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

GENERATIONS-110929                    82
<PAGE>


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 risks, 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 no material
solvency risk to the Companies. With respect to a 10% drop in equity values from
year end 2000 levels, variable separate account funds, which represent 88% of
the in force as of June 30, 2001, pass the risk in underlying fund performance
to the contractholder (except for certain minimum guarantees). With respect to
interest rate movements up or down 100 basis points from year end 2000 levels,
the remaining 12% of the in force as of June 30, 2001 are fixed account funds
and almost all of these have market value adjustments which provide significant
protection against changes in interest rates.


            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 stock market 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' policies, notwithstanding product
          design features intended to enhance persistency of the Companies'
          products.

     2.   Changes in the federal income tax laws and regulations, which may
          affect the tax status of the Companies' products.

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

     4.   Increasing competition in the sale of the Companies' products.

     5.   Other factors that could affect the performance of the Companies,
          including, but not limited to, market conduct claims, 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.


                                OTHER INFORMATION

SEGMENT INFORMATION. During the period since the acquisition by Bankers Trust,
September 30, 1992 to date of this Prospectus, Golden American's operations
consisted of one business segment, the sale of variable insurance products.
Golden American and its affiliate DSI are party to in excess of 620 sales
agreements with broker-dealers, seven of whom, Locust Street Securities, Inc.,
Vestax Securities Corporation, Compu Life Investors Services, Inc., IFG Network
Securities, Inc., Multi-Financial Securities Corporation, Primevest Financial
Services and Washington Square Securities, Inc. are affiliates of Golden
American. As of December 31, 2000, one broker-dealers produces 10% or more of
Golden American's product sales net of reinsurance.

RESERVES. In accordance with the life insurance laws and regulations under which
Golden American operates, it is obligated to carry on its books, as liabilities,
actuarially determined reserves to meet its obligations on outstanding
Contracts. Reserves, based on valuation mortality tables in general use in the
United States, where applicable, are computed to equal amounts which, together
with interest on such

GENERATIONS-110929                    83
<PAGE>


reserves computed annually at certain assumed rates, make adequate provision
according to presently accepted actuarial standards of practice, for the
anticipated cash flows required by the contractual obligations and related
expenses of Golden American.

COMPETITION. Golden American is engaged in a business that is highly competitive
because of the large number of stock and mutual life insurance companies and
other entities marketing insurance products comparable to those of Golden
American. There are over 2500 stock, mutual and other types of insurers in the
life insurance business in the United States, a substantial number of which are
significantly larger than Golden American.

AGREEMENTS WITH AFFILIATES. Pursuant to a service agreement between Golden
American and Equitable Life, Equitable Life provides certain administrative,
financial and other services to Golden American. Equitable Life billed Golden
American and its subsidiary First Golden American Life Insurance Company of New
York ("First Golden"), $0.2 million for the first six months of 2001 and $1.3
million for 2000 and $1.3 million for 1999, respectively, under this service
agreement.

Golden American provides to DSI certain of its personnel to perform management,
administrative and clerical services and the use of certain facilities. Golden
American charges DSI for such expenses and all other general and administrative
costs, first on the basis of direct charges when identifiable, and the remainder
allocated based on the estimated amount of time spent by Golden American's
employees on behalf of DSI. In the opinion of management, this method of cost
allocation is reasonable. In 1995, the service agreement between DSI and Golden
American was amended to provide for a management fee from DSI to Golden American
for managerial and supervisory services provided by Golden American. This fee,
calculated as a percentage of average assets in the variable separate accounts,
was $11.5 million, $21.3 million and $10.1 million for the first six months of
2001 and the years 2000 and 1999, respectively.

Since January 1, 1998, Golden American and First Golden have had an asset
management agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management and accounting services for
a fee, based on assets under management and payable quarterly. For the first six
months of 2001 and for the years ended December 31, 2000 and 1999, Golden
American and First Golden incurred fees of $1.7 million, $2.5 million and $2.2
million, respectively, under this agreement.

Since 1997, Golden American has provided certain advisory, computer and other
resources and services to Equitable Life. Revenues for these services totaled
$2.7 million for the first six months of 2001 and $6.2 million for 2000 and $6.1
million for 1999.

The Companies provide resources and services to DSI. Revenues for these services
totaled $0.1 million for the first six months of 2001 and $0.2 million for 2000
and $0.4 for 1999.

Golden American provides resources and services to ING Mutual Funds Management
Co., LLC, an affiliate. Revenues for these services totaled $0.5 million for the
first six months of 2001 and $0.5 million for 2000 and $0.2 million for 1999.

Golden American provides resources and services to United Life & Annuity
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by Golden American, totaled $0.2 million in the first
six months of 2001 and $0.6 million for 2000 and $0.5 million for 1999.

The Companies provide resources and services to Security Life of Denver
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by the Companies totaled $0.1 million for the first
six months of 2001 and $0.3 million for 2000 and $0.2 million for 1999.

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 $0.06 million for the first six
months of 2001 and $0.1 million for 2000 and $0.1 million for 1999.

Golden American has a guaranty agreement with Equitable Life, an affiliate. 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

GENERATIONS-110929                    84
<PAGE>


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 for 2000, Golden American incurred a fee of $12,000 and $7,000,
respectively, under this agreement. No annual fee was paid in 1999.

DISTRIBUTION AGREEMENT. Under a distribution agreement, DSI acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) of the variable insurance products
issued by Golden American which as of December 31, 2000, are sold through other
broker/dealer institutions. For the first six months of 2001 and the years 2000
and 1999, commissions paid by Golden American to DSI (including commissions paid
by First Golden) aggregated $108.3 million, $208.9 million and $181.5 million,
respectively.

EMPLOYEES. Certain officers of Golden American are also officers of DSI, and
their salaries are allocated among both companies. Certain officers of Golden
American are also officers of other Equitable of Iowa subsidiaries. See
"Directors and Executive Officers."

PROPERTIES. Golden American's principal office is located at 1475 Dunwoody
Drive, West Chester, Pennsylvania 19380, where most of Golden American's
records are maintained. This office space is leased. Other records are
maintained in Des Moines and Atlanta at the offices of Equitable Life and
ING, respectively.

STATE REGULATION. Golden American is subject to the laws of the State of
Delaware governing insurance companies and to the regulations of the Delaware
Insurance Department (the "Insurance Department"). A detailed financial
statement in the prescribed form (the "Annual Statement") is filed with the
Insurance Department each year covering Golden American's operations for the
preceding year and its financial condition as of the end of that year.
Regulation by the Insurance Department includes periodic examination to
determine contract liabilities and reserves so that the Insurance Department may
certify that these items are correct. Golden American's books and accounts are
subject to review by the Insurance Department at all times. A full examination
of Golden American's operations is conducted periodically by the Insurance
Department and under the auspices of the NAIC.

In addition, Golden American is subject to regulation under the insurance laws
of all jurisdictions in which it operates. The laws of the various jurisdictions
establish supervisory agencies with broad administrative powers with respect to
various matters, including licensing to transact business, overseeing trade
practices, licensing agents, approving contract forms, establishing reserve
requirements, fixing maximum interest rates on life insurance contract loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulating the type and amounts of
investments permitted. Golden American is required to file the Annual Statement
with supervisory agencies in each of the jurisdictions in which it does
business, and its operations and accounts are subject to examination by these
agencies at regular intervals.

The NAIC has adopted several regulatory initiatives designed to improve the
surveillance and financial analysis regarding the solvency of insurance
companies in general. These initiatives include the development and
implementation of a risk-based capital formula for determining adequate levels
of capital and surplus. Insurance companies are required to calculate their
risk-based capital in accordance with this formula and to include the results in
their Annual Statement. It is anticipated that these standards will have no
significant effect upon Golden American. For additional information about the
Risk-Based Capital adequacy monitoring system and Golden American, see
"Management's Discussion and Analysis Results of Operations."

In addition, many states regulate affiliated groups of insurers, such as Golden
American, and its affiliates, under insurance holding company legislation. Under
such laws, inter-company transfers of assets and dividend payments from
insurance subsidiaries may be subject to prior notice or approval, depending on
the size of the transfers and payments in relation to the financial positions of
the companies involved.

GENERATIONS-110929                    85
<PAGE>


Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed (up to prescribed limits) for contract owner losses
incurred by other insurance companies which have become insolvent. Most of these
laws provide that an assessment may be excused or deferred if it would threaten
an insurer's own financial strength. For information regarding Golden American's
estimated liability for future guaranty fund assessments, see Note 10 of Notes
to Financial Statements.

Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Certain insurance products of Golden American are subject
to various federal securities laws and regulations. In addition, current and
proposed federal measures which may significantly affect the insurance business
include regulation of insurance company solvency, employee benefit regulation,
removal of barriers preventing banks from engaging in the insurance business,
tax law changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative desirability of
various personal investment vehicles.

DIRECTORS AND OFFICERS

NAME (AGE)                  POSITION(S) WITH THE COMPANY
---------                   ----------------------------
Robert C. Salipante (45)    Chief Executive Officer and Director
Chris D. Schreier (44)      President
Barnett Chernow (50)        President and CEO, Investment Products Group
Myles R. Tashman (58)       Executive Vice President, General Counsel
                            and Assistant Secretary
Wayne R. Huneke (50)        Director and Chief Financial Officer
Thomas J. McInerney (45)    Director
Mark A. Tullis (45)         Director
Phillip R. Lowery (48)      Director
Paula Cludray-Engelke (44)  Secretary
James R. McInnis (53)       Executive Vice President and Chief Marketing Officer
Stephen J. Preston (44)     Executive Vice President and Chief Actuary
E. Robert Koster (43)       Senior Vice President
David S. Pendergrass (41)   Vice President and Treasurer
David L. Jacobson (51)      Senior Vice President and Assistant Secretary
William L. Lowe (37)        Senior Vice President
Steven G. Mandel (42)       Senior Vice President and Chief Information Officer
Gary F. Haynes (56)         Senior Vice President and Assistant Secretary


Each director is elected to serve for one year or until the next annual meeting
of shareholders or until his or her successor is elected. Some directors are
directors of insurance company subsidiaries of Golden American's parent,
Equitable of Iowa. Golden American's directors and senior executive officers and
their principal positions for the past five years are listed below:

Mr. Robert C. Salipante was elected Director and Chief Executive Officer of
Golden American in March, 2001. He has served as a Director of ReliaStar Life
Insurance Company from October, 1995 to the present. He served ReliaStar
Financial Corp. from February, 1996 to November, 1996 as Senior Vice President,
Individual Insurance Division and Technology and from November, 1996 to July,
1999 as Senior Vice President, Personal Financial Services. He was elected
President, Chief Operating Officer and Director of ReliaStar Financial Corp.
July, 1999 to August, 2000. He became General Manager and Chief Executive
Officer, US Retail Financial Services in September, 2000.

Mr. Chris D. Schreier was elected President of Golden American in March, 2001.
From January, 1994 to September, 1996 he served as Assistant Vice President and
Assistant Controller for ReliaStar Financial Corp. He was elected Second Vice
President of ReliaStar Financial Corp. and ReliaStar Life Insurance Company from
September, 1996 to January, 1999. He has served as Vice President and Controller
of ReliaStar Financial Corp. since January, 1999.

Mr. Barnett Chernow became President and CEO of Investment Products Group in
March 2001 and President of First Golden in April, 1998. From 1998 to 2001, Mr.
Chernow served as President of Golden

GENERATIONS-110929                    86
<PAGE>


American. From 1996 to 1998, Mr. Chernow served as Executive Vice President of
First Golden. From 1993 to 1998, Mr. Chernow also served as Executive Vice
President of Golden American. He was elected to serve as a director of First
Golden in June, 1996 and Golden American in April, 1998.

Mr. Myles R. Tashman joined Golden American in August, 1994 as Senior Vice
President and was named Executive Vice President, General Counsel effective
January, 1996 and Assistant Secretary effective March, 2001. He served as a
Director of Golden American from January, 1998 to March, 2001. He also serves as
a Director, Executive Vice President, General Counsel and Secretary of First
Golden.

Mr. Wayne R. Huneke was elected Director, Senior Vice President and Chief
Financial Officer of Golden American in March, 2001. Since October, 1995 he has
served as a Director of ReliaStar Life Insurance Company. He served ReliaStar
Financial Corp. as Senior Vice President, Chief Financial Officer from August,
1994 to November, 1997, from November, 1997 to May, 1999 he served as Senior
Vice President, ReliaStar Financial Markets. He became Senior Executive Vice
President of ReliaStar Financial Corp. in May, 1999.

Mr. Thomas J. McInerney was elected as a Director of Golden American in March,
2001. He served Aetna U.S. Healthcare, Inc. as Vice President, National Accounts
from April, 1996 to March, 1997. From August, 1997 to the present he has served
as Director and from September, 1997 to the present he has served as President
of Aetna Life Insurance & Annuity Company. He has served as President and
Director of Aetna Insurance Company of America from September, 1997 to the
present.

Mr. Mark A. Tullis became a Director of Golden American and First Golden in
December 1999. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September 1999. From June, 1994 to
August, 1999, he was with Primerica, serving as Executive Vice President at the
time of his departure.

Mr. Phillip R. Lowery became a Director of Golden American in April, 1999 and
First Golden in December, 1999. He has served as Executive Vice President and
Chief Actuary for ING Americas Region since 1990.

Ms. Paula Cludray-Engelke was elected Secretary of Golden American in March,
2001. From October, 1985 to October, 2000

Ms. Cludray-Engelke served with ReliaStar Life Insurance Company (f/k/a
Northwestern National Life Insurance Company) in various compliance positions.
From October, 2000 to the present she has served as an Attorney with ING US
Legal Services.

Mr. James R. McInnis joined Golden American and First Golden in December, 1997
as Executive Vice President. From 1982 through November, 1997, he held several
positions with the Endeavor Group and was President upon his departure.

Mr. E. Robert Koster was elected Senior Vice President of Golden American and
Senior Vice President and Chief Financial Officer of First Golden in September,
1998. From September, 1998 to March, 2001, he was also Chief Financial Officer
of Golden American. From August, 1984 to September, 1998 he has held various
positions with ING companies in The Netherlands.

Mr. David S. Pendergrass was elected Treasurer and Vice President of Golden
American in December, 2000. Since October, 1995 he has served as a Vice
President and Treasurer of ING North America Insurance Corporation.

Mr. David L. Jacobson joined Golden American in November, 1993 as Vice President
and Assistant Secretary and became Senior Vice President in December, 1993. He
was elected Senior Vice President and Assistant Secretary for First Golden in
June, 1996.

Mr. Stephen J. Preston joined Golden American in December, 1993 as Senior Vice
President, Chief Actuary and Controller. He became an Executive Vice President
and Chief Actuary in June, 1998. He was elected Senior Vice President and Chief
Actuary of First Golden in June, 1996 and elected Executive Vice President in
June, 1998.

GENERATIONS-110929                    87
<PAGE>


Mr. William L. Lowe joined Equitable Life as Vice President, Sales & Marketing
in January, 1994. He became a Senior Vice President, Sales & Marketing, of
Golden American in August, 1997. He was also President of Equitable of Iowa
Securities Network, Inc. until October, 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and became Senior
Vice President and Chief Information Officer in June, 1998.

Mr. Gary Haynes rejoined Golden American in April, 1999 as Senior Vice
President, Operations. From August, 1995 to February, 1998 he was with F&G Life
Insurance Company; serving as Senior Vice President, Operations at the time of
his departure. He served as Senior Vice President, Operations with Golden
American from July, 1994 to August, 1995.

COMPENSATION TABLE AND OTHER INFORMATION

The following sets forth information with respect to the Chief Executive Officer
of Golden American as well as the annual salary and bonus for the next five
highly compensated executive officers for the fiscal year ended December 31,
2000. Certain executive officers of Golden American are also officers of DSI and
First Golden. The salaries of such individuals are allocated among Golden
American, DSI and First Golden pursuant to an arrangement among these companies.

EXECUTIVE COMPENSATION TABLE

The following table sets forth information with respect to the annual salary and
bonus for Golden American's Chief Executive Officer and the four other most
highly compensated executive officers for the fiscal year ended December 31,
2000.

<TABLE>
<CAPTION>
                                                                                  LONG-TERM
                                            ANNUAL COMPENSATION                 COMPENSATION
                                            -------------------                 ------------
                                                                           RESTRICTED      SECURITIES
NAME AND                                                                  STOCK AWARDS     UNDERLYING         ALL OTHER
PRINCIPAL POSITION           YEAR        SALARY           BONUS/1/           OPTIONS         OPTIONS         COMPENSATION/2/
------------------           ----        ------           --------        ------------     ----------       ----------------
<S>                          <C>       <C>             <C>                    <C>             <C>              <C>
Barnett Chernow..........    2000      $   409,447     $    638,326                           10,200           $  26,887
President                    1999      $   300,009     $    698,380                            6,950           $  20,464
                             1998      $   284,171     $    105,375           8,000

James R. McInnis.........    2000      $   337,543     $  1,210,898                            5,200           $  19,487
Executive Vice               1999      $   250,007     $    955,646                            5,550           $  15,663
President                    1998      $   250,004     $    626,245           2,000

William L. Lowe..........    2000      $   205,144     $    821,545                            3,500           $      81
Senior Vice                  1999      $   191,589     $    737,933                                            $   2,924
President                    1998      $   165,816     $    528,299                                            $     756

Stephen J. Preston.......    2000      $   230,170     $    426,994                            5,000           $  14,713
Executive Vice               1999      $   198,964     $    235,002                            2,050           $  12,564
President and                1998      $   173,870     $     32,152           3,500
Chief Actuary

Gary Haynes..............    2000      $   201,136     $    404,773                            3,000           $  14,735
Senior Vice                  1999      $   159,030     $     50,000                                            $   9,540
President
-------------------------
</TABLE>
1   The amount shown relates to bonuses paid in 2000, 1999 and 1998.

2   Other compensation for 2000 and 1999 includes a business allowance for each
    named executive which is required to be applied to specific business
    expenses of the named executive.

GENERATIONS-110929                    88
<PAGE>


OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                                                             POTENTIAL
                                           % OF TOTAL                                   REALIZABLE VALUE AT
                            NUMBER OF        OPTIONS                                      ASSUMED ANNUAL
                           SECURITIES      GRANTED TO                                     RATES OF STOCK
                           UNDERLYING       EMPLOYEES    EXERCISE                       PRICE APPRECIATION
                             OPTIONS        IN FISCAL     OR BASE    EXPIRATION          FOR OPTION TERM/3/
                                                                                    ------------------------
NAME                        GRANTED/1/        YEAR       PRICE/2/       DATE           5%             10%
----                       -----------     ----------    --------    ----------     ---------      ---------
<S>                           <C>             <C>         <C>        <C>            <C>            <C>
Barnett Chernow..........     10,200          0.85%       $54.56     04/03/2010     $ 348,987      $ 886,937
James R. McInnis.........      5,200          0.43%       $54.56     04/03/2010     $ 178,425      $ 452,164
William L. Lowe..........      3,500          0.29%       $54.56     04/03/2010     $ 120,094      $ 304,341
Stephen J. Preston.......      5,000          0.42%       $54.56     04/03/2010     $ 171,562      $ 434,773
Gary Haynes..............      3,000          0.25%       $54.56     04/03/2010     $ 102,937      $ 260,864
</TABLE>
-------------------------
1   Stock appreciation rights granted in 2000 to the officers of Golden American
    have a three-year vesting period and an expiration date as shown.

2   The base price was equal to the fair market value of ING's stock on the date
    of grant.

3   Total dollar gains based on indicated rates of appreciation of share price
    over the total term of the rights.

GENERATIONS-110929                    89


<PAGE>

--------------------------------------------------------------------------------
         FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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, 2000 and 1999, 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, 2000. These
financial statements are the responsibility of the Companies' management. Our
responsibility is to express an opinion on these financial statements 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, 2000 and 1999, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.

                                        /s/ Ernst & Young LLP

Atlanta, Georgia
March 12, 2001

Generations-110929                     90
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                              December 31,  December 31,
                                                                  2000          1999
                                                              -----------   -----------
<S>                                                           <C>           <C>
ASSETS

Investments:

   Fixed maturities, available for sale, at fair value
      (cost: 2000 - $798,751; 1999 - $858,052) ............   $   792,578   $   835,321

   Equity securities, at fair value (cost: 2000 - $8,611;
      1999 - $14,952) .....................................         6,791        17,330

   Mortgage loans on real estate ..........................        99,916       100,087

   Policy loans ...........................................        13,323        14,157

   Short-term investments .................................       106,775        80,191
                                                              -----------   -----------
Total investments .........................................     1,019,383     1,047,086

Cash and cash equivalents .................................        63,207        14,380

Reinsurance recoverable ...................................        19,331        14,834

Reinsurance recoverable from affiliates ...................        14,642            --

Due from affiliates .......................................        38,786           637

Accrued investment income .................................         9,606        11,198

Deferred policy acquisition costs .........................       635,147       528,957

Value of purchased insurance in force .....................        25,942        31,727

Current income taxes recoverable ..........................           511            35

Deferred income tax asset .................................         9,047        21,943

Property and equipment, less allowances for depreciation of
   $5,638 in 2000 and $3,229 in 1999 ......................        14,404        13,888

Goodwill, less accumulated amortization of $11,964 in 2000
   and $8,186 in 1999 .....................................       139,163       142,941

Other assets ..............................................        32,019         2,514

Separate account assets ...................................     9,831,489     7,562,717
                                                              -----------   -----------
Total assets ..............................................   $11,852,677   $ 9,392,857
                                                              ===========   ===========
</TABLE>

                             See accompanying notes.

Generations-110929                     91
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                December 31,    December 31,
                                                                    2000            1999
                                                                ------------    ------------
<S>                                                             <C>             <C>
LIABILITIES AND STOCKHOLDER`S EQUITY

Policy liabilities and accruals:

   Future policy benefits:

      Annuity and interest sensitive life products ..........   $  1,062,891    $  1,033,701

      Unearned revenue reserve ..............................          6,817           6,300

   Other policy claims and benefits .........................             82               8
                                                                ------------    ------------
                                                                   1,069,790       1,040,009

Surplus notes ...............................................        245,000         245,000

Revolving note payable ......................................             --           1,400

Due to affiliates ...........................................         19,887          12,650

Other liabilities ...........................................         69,374          53,232

Separate account liabilities ................................      9,831,489       7,562,717
                                                                ------------    ------------
                                                                  11,235,540       8,915,008

Commitments and contingencies

Stockholder's equity:

   Common stock, par value $10 per share, authorized, issued,
      and outstanding 250,000 shares ........................          2,500           2,500

   Additional paid-in capital ...............................        583,640         468,640

   Accumulated other comprehensive loss .....................         (4,046)         (9,154)

   Retained earnings ........................................         35,043          15,863
                                                                ------------    ------------
Total stockholder's equity ..................................        617,137         477,849
                                                                ------------    ------------
Total liabilities and stockholder's equity ..................   $ 11,852,677    $  9,392,857
                                                                ============    ============
</TABLE>

                             See accompanying notes.

Generations-110929                     92
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
Year Ended December 31                                  2000         1999         1998
                                                     ---------    ---------    ---------
REVENUES:
<S>                                                  <C>          <C>          <C>
   Annuity and interest sensitive life product
      charges ....................................   $ 144,877    $  82,935    $  39,119
   Management fee revenue ........................      22,982       11,133        4,771
   Net investment income .........................      64,140       59,169       42,485
   Realized losses on investments ................      (6,554)      (2,923)      (1,491)
                                                     ---------    ---------    ---------
                                                       225,445      150,314       84,884
Insurance benefits and expenses:
   Annuity and interest sensitive life benefits:
      Interest credited to account balances ......     195,088      175,257       94,845
      Benefit claims incurred in excess of account
         balances ................................       4,943        6,370        2,123
Underwriting, acquisition and insurance  expenses:
   Commissions ...................................     213,719      188,383      121,171
   General expenses ..............................      84,936       60,205       37,612
   Insurance taxes, state licenses, and fees .....       4,528        3,976        4,140
   Policy acquisition costs deferred .............    (168,444)    (346,396)    (197,796)
   Amortization:
      Deferred policy acquisition costs ..........      55,154       33,119        5,148
      Value of purchased insurance in force ......       4,801        6,238        4,724
      Goodwill ...................................       3,778        3,778        3,778
   Expenses and charges reimbursed under
      modified coinsurance agreements ............    (225,787)      (9,247)      (5,604)
                                                     ---------    ---------    ---------
                                                       172,716      121,683       70,141

Interest expense .................................      19,867        8,894        4,390
                                                     ---------    ---------    ---------
                                                       192,583      130,577       74,531
                                                     ---------    ---------    ---------
Income before income taxes .......................      32,862       19,737       10,353


Income taxes .....................................      13,682        8,523        5,279
                                                     ---------    ---------    ---------

Net income .......................................   $  19,180    $  11,214    $   5,074
                                                     =========    =========    =========
</TABLE>

                             See accompanying notes.

Generations-110929                     93
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                  Additional Accumulated Other  Retained       Total
                                      Common        Paid-in    Comprehensive    Earnings    Stockholder's
                                       Stock        Capital    Income (Loss)    (Deficit)      Equity
                                     --------------------------------------------------------------------
<S>                                  <C>           <C>           <C>            <C>           <C>
Balance at December 31, 1997 .....   $   2,500     $ 224,997     $     241      $    (425)    $ 227,313
   Comprehensive income:
      Net income .................          --            --            --          5,074         5,074
      Change in net unrealized
         investment gains (losses)          --            --        (1,136)            --        (1,136)
   Comprehensive income ..........       3,938
   Contribution of capital .......          --       122,500            --             --       122,500
   Other .........................          --           143            --             --           143
                                     ---------     ---------     ---------      ---------     ---------
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 gains (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 (losses)          --            --         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
                                     =========     =========     =========      =========     =========
</TABLE>

                             See accompanying notes.

Generations-110929                     94
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
Year Ended December 31                                     2000         1999         1998
                                                        ---------    ---------    ---------
<S>                                                     <C>          <C>          <C>
OPERATING ACTIVITIES
Net income ..........................................   $  19,180    $  11,214    $   5,074
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 .........................     195,088      175,257       94,845
      Charges for mortality and administration ......        (313)         524         (233)
      Change in unearned revenues ...................         517        2,460        2,651
   Increase (decrease) in policy liabilities and
      accruals ......................................          74            8          (10)
   Decrease (increase) in accrued investment
      income ........................................       1,592       (1,553)      (3,222)
   Policy acquisition costs deferred ................    (168,444)    (346,396)    (197,796)
   Amortization of deferred policy acquisition costs       55,154       33,119        5,148
   Amortization of value of purchased insurance
      in force ......................................       4,801        6,238        4,724
   Change in other assets, due to/from affiliates,
      other liabilities and accrued income taxes ....     (63,840)      24,845        9,979
   Provision for depreciation and amortization ......       8,616        8,850        8,147
   Provision for deferred income taxes ..............      13,728        8,523        5,279
   Realized losses on investments ...................       6,554        2,923        1,491
                                                        ---------    ---------    ---------
Net cash provided by (used in) operating activities .      72,707      (73,988)     (63,923)
                                                        ---------    ---------    ---------

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
   Fixed maturities - available for sale ............     205,136      220,547      145,253
   Mortgage loans on real estate ....................      12,701        6,572        3,791
   Equity securities ................................       6,128           --           --
   Policy loans - net ...............................         834           --           --
                                                        ---------    ---------    ---------
                                                          224,799      227,119      149,044

Acquisition of investments:
   Fixed maturities - available for sale ............    (154,028)    (344,587)    (476,523)
   Equity securities ................................          --           --      (10,000)
   Mortgage loans on real estate ....................     (12,887)      (9,659)     (16,390)
   Policy loans - net ...............................          --       (2,385)      (2,940)
   Short-term investments - net .....................     (26,584)     (39,039)     (26,692)
                                                        ---------    ---------    ---------
                                                         (193,499)    (395,670)    (532,545)

Issuance of reciprocal loan agreement receivables ...     (16,900)          --           --
Receipt of repayment of reciprocal loan agreement
   receivables ......................................      16,900           --           --
Net purchase of property and equipment ..............      (3,285)      (8,968)      (6,485)
                                                        ---------    ---------    ---------
Net cash provided by (used in) investing activities .      28,015     (177,519)    (389,986)
</TABLE>

                             See accompanying notes.

Generations-110929                     95
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
Year Ended December 31                                   2000         1999         1998
                                                      ---------    ---------    ---------
<S>                                                   <C>          <C>          <C>
FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement
   borrowings .....................................   $ 178,900    $ 396,350    $ 500,722
Repayment of reciprocal loan agreement
   borrowings .....................................    (178,900)    (396,350)    (500,722)
Proceeds from revolving note payable ..............      67,200      220,295      108,495
Repayment of revolving note payable ...............     (68,600)    (218,895)    (108,495)
Proceeds from surplus note ........................          --      160,000       60,000
Repayment of line of credit borrowings ............          --           --       (5,309)
Receipts from annuity and interest sensitive
   life policies credited to account balances .....     801,793      773,685      593,428
Return of account balances on annuity
   and interest sensitive life policies ...........    (141,440)    (146,607)     (72,649)

Net reallocations to separate account .............    (825,848)    (650,270)    (239,671)
Contributions of capital by parent ................     115,000      121,000      103,750
                                                      ---------    ---------    ---------
Net cash provided by (used in) financing activities     (51,895)     259,208      439,549
                                                      ---------    ---------    ---------

Increase (decrease) in cash and cash
   equivalents ....................................      48,827        7,701      (14,360)

Cash and cash equivalents at beginning of
   period .........................................      14,380        6,679       21,039
                                                      ---------    ---------    ---------
Cash and cash equivalents at end of period ........   $  63,207    $  14,380    $   6,679
                                                      =========    =========    =========

SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION
Cash paid during the period for:
   Interest .......................................   $  22,444    $   6,392    $   4,305
   Income taxes ...................................         957           --           99
Non-cash financing activities:
   Non-cash adjustment to additional paid-in
      capital for adjusted merger costs ...........          --           --          143
   Contribution of capital from parent to
      repay line of credit borrowings .............          --           --       18,750
</TABLE>

                             See accompanying notes.

Generations-110929                     96
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

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 of Iowa Companies, Inc.,
offers variable insurance products and is licensed as a life insurance company
in the District of Columbia and all states except New York. First Golden is
licensed to sell insurance products in New York and Delaware. The Companies'
variable annuity products are marketed by broker/dealers, financial
institutions, and insurance agents. The Companies' primary customers are
consumers and corporations.

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. ("EIC" or the "Parent"), 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, 2000 and 1999, 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

Generations-110929                     97
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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 ($63.8 million during 2000, $153.0 million during
1999, and $73.4 million during 1998), have been deferred. 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

Generations-110929                     98
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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 14.00% during 2000, 3.00% to
11.00% during 1999, and 3.00% to 10.00% during 1998. 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 the variable insurance products. At the direction of the contractholders,
the separate accounts invest the premiums from the sale of variable insurance
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. 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).

Generations-110929                     99
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 2001, 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
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.

PENDING ACCOUNTING STANDARDS: DERIVATIVE FINANCIAL INSTRUMENTS
During 1998, the Financial Accounting Standards Board issued Statement No. 133
("SFAS 133"), Accounting for Derivative Financial Instruments and Hedging
Activities. SFAS 133 requires that all derivative instruments, including certain
derivative instruments embedded in other contracts, be recorded on the balance
sheet and measured at its fair value. The change in a derivative's fair value is
generally to be recognized in current period earnings.

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 or as 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

Generations-110929                     100
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

adopted SFAS 133 on January 1, 2000. The cumulative effect of the
accounting change upon adoption was not material.

RECLASSIFICATIONS
Certain amounts in the 1999 and 1998 financial statements have been
reclassified to conform to the 2000 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 $71,134,000 in 2000, $85,578,000 in 1999, $68,002,000
in 1998. Total statutory capital and surplus was $406,923,000 and $368,928,000
at December 31, 2000 and 1999, 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 will be 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 will result in changes to the accounting practices that the
Companies use to prepare their statutory-basis financial statements. Management
believes the impact of these changes to the Companies' statutory-basis capital
and surplus as of January 1, 2001 will not be significant.

Generations-110929                     101
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

3.   INVESTMENT OPERATIONS

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

Year Ended December 31                      2000           1999          1998
                                          --------       --------      --------
                                                  (Dollars in thousands)
Fixed maturities ......................   $ 55,302       $ 50,352      $ 35,224
Equity securities .....................        248            515            --
Mortgage loans on real estate .........      7,832          7,074         6,616
Policy loans ..........................        516            485           619
Short-term investments ................      2,253          2,583         1,311
Other, net ............................        543            388           246
                                          --------       --------      --------
Gross investment income ...............     66,694         61,397        44,016
Less investment expenses ..............     (2,554)        (2,228)       (1,531)
                                          --------       --------      --------
Net investment income .................   $ 64,140       $ 59,169      $ 42,485
                                          ========       ========      ========

Realized losses on investments follows:

Year Ended December 31                      2000           1999          1998
                                          --------       --------      --------
                                                  (Dollars in thousands)
Fixed maturities, available for sale ..   $ (6,289)      $ (2,910)     $ (1,428)
Equity securities .....................       (213)            --            --
Mortgage loans on real estate .........        (52)           (13)          (63)
                                          --------       --------      --------
Realized losses on investments ........   $ (6,554)      $ (2,923)     $ (1,491)
                                          ========       ========      ========

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

Year Ended December 31                      2000           1999          1998
                                          --------       --------      --------
                                                  (Dollars in thousands)
Fixed maturities, available for sale ..   $ 16,558       $(24,944)     $  1,100
Equity securities .....................     (4,198)         5,301        (2,390)
                                          --------       --------      --------
Unrealized appreciation (depreciation)
   of securities ......................   $ 12,360       $(19,643)     $ (1,290)
                                          ========       ========      ========

Generations-110929                     102
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

3.   INVESTMENT OPERATIONS (continued)

At December 31, 2000 and December 31, 1999, 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
                                  Amortized   Unrealized  Unrealized    Fair
                                     Cost        Gains      Losses      Value
                                   --------    --------    --------    --------
                                              (Dollars in thousands)
December 31, 2000
-----------------
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 assets-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
                                   ========    ========    ========    ========

December 31, 1999
-----------------
U.S. government and governmental
   agencies and authorities ....   $ 21,363          --    $   (260)   $ 21,103
Public utilities ...............     53,754    $     25      (2,464)     51,315
Corporate securities ...........    396,494          53     (12,275)    384,272
Other assets-backed securities .    207,044         850      (4,317)    203,577
Mortgage-backed securities .....    179,397          39      (4,382)    175,054
                                   --------    --------    --------    --------
Total ..........................   $858,052    $    967    $(23,698)   $835,321
                                   ========    ========    ========    ========

Short-term investments with maturities of 30 days or less have been excluded
from the above schedules. Amortized cost approximates fair value for these
securities. 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, 1999, net unrealized investment loss on fixed
maturities designated as available for sale totaled $22,731,000. Depreciation of
$6,955,000 was included in stockholder's equity at December 31, 1999 (net of
adjustments of $1,785,000 to VPIF, $10,246,000 to DPAC, and $3,745,000 to
deferred income taxes).

At December 31, 2000, net unrealized depreciation on equity securities was
comprised entirely of gross depreciation of $1,820,000. At December 31, 1999,
net unrealized appreciation on equity securities was comprised entirely of gross
appreciation of $2,378,000.

Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 2000 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.

Generations-110929                     103
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

3.   INVESTMENT OPERATIONS (continued)
                                                      Amortized       Estimated
December 31, 2000                                       Cost          Fair Value
--------------------------------------------------------------------------------
                                                        (Dollars in thousands)
Due within one year .........................         $ 51,001         $ 50,836
Due after one year through five years .......          323,753          317,862
Due after five years through ten years ......           45,812           44,891
Due after ten years .........................            8,063            7,610
                                                      --------         --------
                                                       428,629          421,199
Other asset-backed securities ...............          223,787          224,122
Mortgage-backed securities ..................          146,335          147,257
                                                      --------         --------
Total .......................................         $798,751         $792,578
                                                      ========         ========

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

<TABLE>
<CAPTION>
                                                              Gross       Gross        Proceeds
                                              Amortized     Realized     Realized        From
                                                 Cost         Gains       Losses         Sale
                                               --------     --------     --------      --------
                                                            (Dollars in thousands)
<S>                                            <C>          <C>          <C>           <C>
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
                                               ========     ========     ========      ========

For the year ended December 31, 1998:
Scheduled principal repayments, calls, and
   tenders ...............................     $102,504     $     60     $     (3)     $102,561
Sales ....................................       43,204          518       (1,030)       42,692
                                               --------     --------     --------      --------
Total ....................................     $145,708     $    578     $ (1,033)     $145,253
                                               ========     ========     ========      ========
</TABLE>

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.

Generations-110929                     104
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

3.   INVESTMENT OPERATIONS (continued)

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 year 2000, these bonds
had no further reduction in carrying value.

Investments on Deposit: At December 31, 2000 and 1999, affidavits of deposits
covering bonds with a par value of $6,870,000 and $6,470,000, respectively, were
on deposit with regulatory authorities pursuant to certain statutory
requirements.

Investment Diversifications: The Companies' investment policies related to the
investment portfolio require diversification by asset type, company, and
industry and set limits on the amount which can be invested in an individual
issuer. Such policies are at least as restrictive as those set forth by
regulatory authorities. The following percentages relate to holdings at December
31, 2000 and December 31, 1999. Fixed maturities included investments in basic
industrials (29% in 2000, 29% in 1999), conventional mortgage-backed securities
(20% in 2000, 22% in 1999), financial companies (14% in 2000, 16% in 1999), and
other asset-backed securities (20% in 2000, 19% in 1999). Mortgage loans on real
estate have been analyzed by geographical location with concentrations by state
identified as California (15% in 2000, 12% in 1999) and Utah (9% in 2000, 10% in
1999). There are no other concentrations of mortgage loans on real estate in any
state exceeding ten percent at December 31, 2000 and 1999. Mortgage loans on
real estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (29% in 2000, 34% in 1999),
industrial buildings (35% in 2000, 33% in 1999), retail facilities (18% in 2000,
19% in 1999), and multi-family apartments (10% in 2000, 10% in 1999). 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, 2000.

4.   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. Total comprehensive income (loss) for the Companies includes
$606,000 for the year ended December 31, 2000 for First Golden and $(452,000)
and $1,015,000 for the years ended December 31, 1999 and 1998, respectively.
Other comprehensive income excludes net investment gains (losses) included in
net income, which merely represent transfers from unrealized to realized gains
and losses. These amounts total $(2,670,000), $(1,468,000) and $(2,133,000) in
the years ended December 31, 2000, 1999 and 1998, respectively. Such amounts,
which have been measured through the date of sale, are net of income taxes and
adjustments to VPIF and DPAC totaling $(4,742,000), $(1,441,000) and $705,000 in
the years ended December 31, 2000, 1999 and 1998, respectively.

Generations-110929                     105
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

5.   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. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments," 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:

<TABLE>
<CAPTION>
December 31                                           2000                      1999
                                             -----------------------   -----------------------
                                                           Estimated                Estimated
                                              Carrying       Fair       Carrying      Fair
                                                Value        Value        Value       Value
                                             ----------   ----------   ----------   ----------
                                                           (Dollars in thousands)
<S>                                          <C>          <C>          <C>          <C>
ASSETS
   Fixed maturities, available for sale ..   $  792,578   $  792,578   $  835,321   $  835,321
   Equity securities .....................        6,791        6,791       17,330       17,330
   Mortgage loans on real estate .........       99,916      100,502      100,087       95,524
   Policy loans ..........................       13,323       13,323       14,157       14,157
   Short-term investments ................      106,775      106,775       80,191       80,191
   Cash and cash equivalents .............       63,207       63,207       14,380       14,380
   Separate account assets ...............    9,831,489    9,831,489    7,562,717    7,562,717

LIABILITIES
   Annuity products ......................    1,047,932      962,810    1,017,105      953,546
   Surplus notes .........................      245,000      204,455      245,000      226,100
   Revolving note payable ................           --           --        1,400        1,400
   Separate account liabilities ..........    9,831,489    9,831,489    7,562,717    7,562,717
</TABLE>

Generations-110929                     106
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

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.

6.   VALUE OF PURCHASED 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 7.32% during 2000 (7.33% during 1999, and 7.29% during 1998).

Generations-110929                     107
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

6.   VALUE OF PURCHASED IN FORCE (continued)

A reconciliation of the change in the VPIF asset follows:

Year Ended December 31                           2000        1999        1998
                                               --------    --------    --------
                                                     (Dollars in thousands)
Beginning balance .........................    $ 31,727    $ 35,977    $ 43,174
   Accretion of interest ..................       2,016       2,372       2,802
   Amortization of asset ..................      (6,817)     (8,610)     (7,526)
   Adjustment for unrealized gains (losses)        (984)      1,988        (203)
   Purchase price adjustment to opening
      balance sheet .......................          --          --      (2,270)
                                               --------    --------    --------
Ending balance ............................    $ 25,942    $ 31,727    $ 35,977
                                               ========    ========    ========

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, 2000, is $3.9 million in 2001, $3.6 million in 2002,
$3.0 million in 2003, $2.4 million in 2004, and $1.9 million in 2005. Actual
amortization may vary based upon changes in assumptions and experience.

7.   INCOME TAXES

Golden American files a consolidated federal income tax return. Under the
Internal Revenue Code, a newly acquired insurance company cannot file as part of
the Parent's consolidated tax return for 5 years.

At December 31, 2000, the Companies have net operating loss ("NOL")
carryforwards for federal income tax purposes of approximately $189,656,000.
Approximately $5,094,000, $3,354,000, $50,449,000, $94,078,000 and $36,681,000
of these NOL carryforwards are available to offset future taxable income of the
Companies through the years 2011, 2012, 2018, 2019 and 2020, respectively.

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

Year Ended December 31                           2000        1999        1998
                                               --------    --------    --------
                                                    (Dollars in thousands)
Current ...................................    $    (46)   $     --    $     --
Deferred ..................................      13,728       8,523       5,279
                                               --------    --------    --------
                                               $ 13,682    $  8,523    $  5,279
                                               ========    ========    ========

Generations-110929                     108
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

7.   INCOME TAXES (continued)

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                           2000        1999        1998
                                               --------    --------    --------
                                                    (Dollars in thousands)

Income before income taxes ................    $ 32,862    $ 19,737    $ 10,353
                                               ========    ========    ========
Income tax at federal statutory rate ......    $ 11,502    $  6,908    $  3,624
Tax effect of:
    Goodwill amortization .................       1,322       1,322       1,322
    Meals and entertainment ...............         292         199         157
    Other items ...........................         566          94         176
                                               --------    --------    --------
Income tax expense ........................    $ 13,682    $  8,523    $  5,279
                                               ========    ========    ========

DEFERRED INCOME TAXES
The tax effect of temporary differences giving rise to the Companies' deferred
income tax assets and liabilities at December 31, 2000 and 1999 follows:

<TABLE>
<CAPTION>
December 31                                                                2000         1999
                                                                        ---------    ---------
                                                                        (Dollars in thousands)
<S>                                                                     <C>          <C>
Deferred tax assets:
   Net unrealized depreciation of securities at fair value ..........   $     637    $      --
   Net unrealized depreciation of available for sale fixed maturities         779        3,745
   Future policy benefits ...........................................     163,691      133,494
   Goodwill .........................................................      15,111       16,323
   Net operating loss carryforwards .................................      66,380       56,630
   Other ............................................................       1,333        1,333
                                                                        ---------    ---------
                                                                          247,931    $ 211,525
Deferred tax liabilities:
   Net unrealized appreciation of securities at fair value ..........          --         (832)
   Fixed maturity securities ........................................     (17,774)     (17,774)
   Deferred policy acquisition costs ................................    (184,743)    (154,706)
   Mortgage loans on real estate ....................................        (715)        (715)
   Value of purchased insurance in force ............................      (8,512)     (10,462)
   Other ............................................................     (25,724)      (1,348)
                                                                        ---------    ---------
                                                                         (237,468)    (185,837)
                                                                        ---------    ---------
Valuation allowance .................................................      (1,416)      (3,745)
                                                                        ---------    ---------
Deferred income tax asset ...........................................   $   9,047    $  21,943
                                                                        =========    =========
</TABLE>

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

Generations-110929                     109
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

8.   RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION

DEFINED BENEFIT PLANS
In 2000, 1999 and 1998, the Companies were allocated their share of the pension
liability associated with their employees. The Companies' employees are covered
by the employee retirement plan of an affiliate, Equitable Life. Further,
Equitable Life sponsors a defined contribution plan that is qualified under
Internal Revenue Code Section 401(k).

The following tables summarize the benefit obligations and the funded status for
pension benefits over the two-year period ended December 31, 2000:

                                                            2000         1999
                                                           -------      -------
                                                          (Dollars in thousands)
Change in benefit obligation:
   Benefit obligation at January 1 ...............         $ 4,221      $ 4,454
   Service cost ..................................           1,569        1,500
   Interest cost .................................             554          323
   Actuarial (gain) loss .........................           1,562       (2,056)
                                                           -------      -------
   Benefit obligation at December 31 .............         $ 7,906      $ 4,221
                                                           =======      =======

Funded status:
   Funded status at December 31 ..................         $(7,906)     $(4,221)
   Unrecognized past service cost ................             141           --
   Unrecognized net loss .........................           1,627          210
                                                           -------      -------
   Net amount recognized .........................         $(6,138)     $(4,011)
                                                           =======      =======

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'
benefit obligation follows:

December 31                                                  2000         1999
                                                            ------       ------
Discount rate ....................................           7.75%        8.00%
Expected return on plan assets ...................           9.25         9.25
Rate of compensation increase ....................           5.00         5.00

The following table provides the net periodic benefit cost for the fiscal years
2000, 1999, and 1998:

Year Ended December 31                              2000       1999       1998
                                                   ------     ------     ------
                                                      (Dollars in thousands)
Service cost ...............................       $1,569     $1,500     $1,138
Interest cost ..............................          554        323         97
                                                   ------     ------     ------
Net periodic benefit cost ..................       $2,123     $1,823     $1,235
                                                   ======     ======     ======

Generations-110929                     110
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

8.   RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION (continued)

There were no gains or losses resulting from curtailments or settlements during
2000, 1999, or 1998.

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 $7,906,000, $4,701,000, and $0, respectively, as of December
31, 2000 and $4,221,000, $2,488,000, and $0, respectively, as of December 31,
1999.

PHANTOM STOCK OPTION PLAN
The Phantom Stock Option Plan (the "Phantom Plan"), which covers certain key
employees, is similar to a standard stock option plan; however, the phantom
share option entitles the holder to a cash benefit in Dutch Guilders linked to
the rise in value of ING ordinary shares on the Amsterdam Stock Exchange. The
plan participants are entitled to any appreciation in the value of ING ordinary
shares over the Phantom Plan option price (strike price) of 53.85 Euros for
options issued on July 1, 1999, 140.40 Dutch Guilders for options issued on May
26, 1998, and 85.10 Dutch Guilders for options issued on May 23, 1997, not the
ordinary shares themselves.

Options are granted at fair value on the date of grant. Options in the Phantom
Plan are subject to forfeiture to ING should the individuals terminate their
relationship with ING before the three-year initial retention period has
elapsed. All options expire five years from the date of grant.

On July 1, 1999, ING issued 34,750 options to employees of Golden American
related to this plan at a strike price of 53.85 Euros.

On May 26, 1998, ING issued 42,400 options related to this plan at a strike
price of 140.40 Dutch Guilders. Since the strike price at December 31, 1998 was
higher than the ING share price, there was no compensation expense related to
these options in 1998.

On May 23, 1997, ING issued 3,500 options related to this plan at a strike price
of 85.10 Dutch Guilders. Since the strike price was lower than the ING share
price at December 31, 1998, Golden American incurred $46,000 of compensation
expense related to these options during 1998.

No expense was recognized in 1999 related to the above options. As of December
31, 1999, 58,250 options remain outstanding.

During 2000, the Phantom Plan liability was transferred to ING. As of December
31, 2000, the Companies held no liabilities under the Phantom Plan. There were
no expenses incurred related to this plan during the year ended December 31,
2000.

9.   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 insurance
products and appoint representatives of the broker/dealers as agents. For the
years ended December 31, 2000, 1999 and 1998, the Companies paid commissions to
DSI totaling $208,883,000, $181,536,000, and $117,470,000, 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, 2000,
1999 and 1998, the fee was $21,296,000, $10,136,000, and $4,771,000,
respectively.

Generations-110929                     111
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

9.   RELATED PARTY TRANSACTIONS (continued)

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, 2000, 1999 and 1998, the
Companies incurred fees of $2,521,000, $2,227,000 and $1,504,000, respectively,
under this agreement.

Golden American has a guaranty agreement with Equitable Life Insurance Company
of Iowa ("Equitable Life"), an affiliate. 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, 2000, Golden American incurred a fee of
$7,000 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 $6,193,000, $6,107,000 and
$5,833,000 for the years ended December 31, 2000, 1999 and 1998, 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 $1,270,000, $1,251,000 and
$1,058,000 for the years ended December 31, 2000, 1999 and 1998, respectively.

First Golden provided resources and services to DSI. Revenues for these
services, which reduce general expenses incurred by the Companies, totaled
$223,000, $387,000, and $75,000 for the years ended December 31, 2000, 1999 and
1998, 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 $455,000 and $244,000 for the
years ended December 31, 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 $593,000 and $460,000 for
the years ended December 31, 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 $261,000 and $216,000 for
the years ended December 31, 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 $115,000 and $103,000 for the years
ended December 31, 2000 and 1999, respectively.

Generations-110929                     112
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

9.   RELATED PARTY TRANSACTIONS (continued)

In 2000, 1999, and 1998, the Companies received 11.3%, 10.0%, and 9.6% of total
premiums, net of reinsurance, for variable products sold through eight
affiliates as noted in the following table:

Year Ended December 31                            2000        1999        1998
                                                -------     -------     -------
                                                    (Dollars in thousands)
LSSI .......................................    $ 127.0     $ 168.5     $ 122.9
Vestax Securities Corporation ..............       47.2        88.1        44.9
DSI ........................................        1.4         2.5        13.6
Multi-Financial Securities Corporation .....       38.6        44.1        13.4
IFG Network Securities, Inc. ...............       23.1        25.8         3.7
Washington Square ..........................       44.6          --          --
Primevest ..................................        6.2          --          --
Compulife ..................................        2.7          --          --
                                                -------     -------     -------
Total ......................................    $ 290.8     $ 329.0     $ 198.5
                                                =======     =======     =======

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 $218.8 million. This was offset by a decrease in deferred
acquisition costs of $223.7 million. As at December 31, 2000, Golden American
also had a payable to Equitable Life of $16.3 million 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 Limited, an affiliate, covering variable annuity minimum
guaranteed death benefits and minimum guaranteed living benefits of variable
annuities issued on or after January 1, 2000. An irrevocable letter of credit
was obtained through Bank of New York in the amount of $10,500,000 related to
this agreement. Under this agreement, Golden American recorded a reinsurance
recoverable of $14.6 million at December 31, 2000.

Reciprocal Loan Agreement: Golden American maintains a reciprocal loan agreement
with ING America Insurance Holdings, Inc. ("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 $481,000,
$815,000 and $1,765,000 for the years ended December 31, 2000, 1999 and 1998,
respectively. At December 31, 2000, 1999 and 1998, Golden American did not have
any borrowings or receivables from ING AIH under this agreement.

Generations-110929                     113
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

9.   RELATED PARTY TRANSACTIONS (continued)

Line of credit: Golden American maintained a line of credit agreement with
Equitable to facilitate the handling of unusual and/or unanticipated short-term
cash requirements. Under this agreement, which became effective December 1, 1996
and expired December 31, 1997, Golden American could borrow up to $25,000,000.
Interest on any borrowings was charged at the rate of Equitable's monthly
average aggregate cost of short-term funds plus 1.00%. Under this agreement,
Golden American incurred interest expense of $211,000 for the year ended
December 31, 1998. The outstanding balance was paid by a capital contribution
and with funds borrowed from ING AIH.

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 $4,112,000 for the year
ended December 31, 2000. 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
$2,961,000 and $0 for the years ended December 31, 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 in 2000 and $1,469,000 in 1999. 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 2000 and 1999. Golden American
incurred no interest in 1998.

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 2000, unchanged from 1999 and
1998. 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).

Generations-110929                     114
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

9.   RELATED PARTY TRANSACTIONS (continued)

Stockholder's Equity: During 2000, 1999 and 1998, Golden American received
capital contributions from its Parent of $80,000,000, $121,000,000 and
$122,500,000, respectively. As at December 31, 2000, Golden American also had a
receivable of $35,000,000 from capital contributions made by its Parent.

10.  COMMITMENTS AND CONTINGENCIES

Reinsurance: At December 31, 2000, the Companies had reinsurance treaties with
six 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
$105,334,000, and $119,575,000 at December 31, 2000 and 1999, respectively. At
December 31, 2000 and 1999, the Companies have a net receivable of $33,973,000
and $14,834,000, respectively, for reserve credits, reinsurance claims, or other
receivables from these reinsurers comprised of $16,462,000 and $493,000,
respectively, for claims recoverable from reinsurers, $4,007,000 and $1,201,000,
respectively, for a payable for reinsurance premiums, and $21,518,000 and
$15,542,000, respectively, for a receivable from an unaffiliated reinsurer.
Included in the accompanying financial statements, excluding the modified
coinsurance agreements, are net considerations to reinsurers of $21,655,000,
$9,883,000 and $4,797,000 and net policy benefits recoveries of $8,927,000,
$3,059,000 and $2,170,000 for the years ended December 31, 2000, 1999 and 1998,
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, 2000, Golden American had received a total settlement of $218.8 million
under this agreement. The carrying value of the separate account liabilities
covered under this agreement represent 17.6% of total separate account
liabilities outstanding at December 31, 2000. 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 Limited, an affiliate, covering variable
annuity minimum guaranteed death benefits and guaranteed living benefits of
variable annuities issued on or after January 1, 2000. An irrevocable letter of
credit was obtained through Bank of New York in the amount of $10,500,000
related to this agreement.

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.

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 increased income by
$736,000, $1,729,000, $1,022,000 for the years ended December 31, 2000, 1999 and
1998, respectively.

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

Generations-110929                     115
<PAGE>

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

10.  COMMITMENTS AND CONTINGENCIES (continued)

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 $3,000, $3,000 and $1,123,000 for
the years ended December 31, 2000, 1999 and 1998, respectively. At December 31,
2000 and 1999, the Companies have an undiscounted reserve of $2,430,000, and
$2,444,000, respectively, to cover estimated future assessments (net of related
anticipated premium tax credits) and have established an asset totaling
$733,000, and $618,000, 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. A broker/dealer, having at least ten percent of total net premiums,
generated 11% of the Companies' sales in 2000 (28% and 26% by two broker/dealers
during 1999 and 1998, respectively). Two broker dealers, having at least ten
percent of total gross premiums, generated 21% of the Companies' sales in 2000
(30% and 27% by two broker/dealers during 1999 and 1998, respectively). The
Premium Plus product generated 71% of the Companies' sales during 2000 (79%
during 1999 and 63% during 1998).

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, 2000, 1999 and 1998, rent expense
totaled $2,874,000, $2,273,000, and $1,241,000, respectively. At December 31,
2000, minimum rental payments due under all non-cancelable operating leases with
initial terms of one year or more are: 2001 - $3,790,000; 2002 - $3,257,000;
2003 - $2,611,000; 2004 - $2,419,000; 2005 - $2,419,000, and 2006 and thereafter
- $38,700,000.

Revolving Note Payable: To enhance short-term liquidity, the Companies
established a revolving note payable with SunTrust Bank, Atlanta (the "Bank")
which expires July 30, 2001. 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, 2000, 1999 and 1998, the Companies incurred interest expense
of $87,000, $198,000 and $352,000, respectively. At December 31, 2000, there
were no amounts outstanding under this agreement. At December 31, 1999, the
Companies had a $1,400,000 note payable to the Bank under this agreement.

Generations-110929                     116
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                       STATEMENT OF ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

TABLE OF CONTENTS

Table of Contents

     ITEM                                                                   PAGE
     Introduction ..........................................................   1
     Description of Golden American Life Insurance Company .................   1
     Safekeeping of Assets .................................................   1
     The Administrator .....................................................   1
     Independent Auditors ..................................................   1
     Distribution of Contracts .............................................   1
     Performance Information ...............................................   2
     IRA Partial Withdrawal Option .........................................  10
     Other Information .....................................................  10
     Financial Statements of Separate Account B ............................  11

--------------------------------------------------------------------------------
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ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. ADDRESS
THE FORM TO OUR CUSTOMER SERVICE CENTER; THE ADDRESS IS SHOWN ON THE PROSPECTUS
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PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

               --------------------------------------------------
               NAME

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               --------------------------------------------------
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               CITY, STATE, ZIP

110929 GENERATIONS                                                    05/01/2001

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GENERATIONS-110929                     117
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                                   APPENDIX A
--------------------------------------------------------------------------------


                   CONDENSED FINANCIAL INFORMATION -- PRE-2001

Except for the Internet Tollkeeper, Pilgrim VP Magna Cap, Pilgrim VP Small Cap
Opportunities, Pilgrim VP Growth Opportunities, ProFund Bull, ProFund Small-Cap
and ProFund Europe 30 subaccounts which did not commence operations as of
December 31, 2000, the following tables give (1) the accumulation unit value
("AUV"), (2) the total number of accumulation units, and (3) the total
accumulation unit value for each subaccount of Golden American Separate Account
B available under the Contract for the indicated periods. The date on which the
subaccount became available to investors and the starting accumulation unit
value are indicated on the last row of each table.

For existing contract holders, if you do not know your contract category, please
refer to the letter accompanying this Prospectus. Beginning with the June 30,
2001 quarterly statement, your contract category will appear on each quarterly
statement.

--------------------------------------------------------------------------------
PRE-2001
--------------------------------------------------------------------------------

LIQUID ASSET

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $15.47            5,410,806        $ 83,710
------------------------------------------------------------------
1999                14.79            4,598,133          68,025
------------------------------------------------------------------
1998                14.33            1,952,242          27,967
------------------------------------------------------------------
1997                13.83              101,696           1,406
------------------------------------------------------------------
10/1/97             13.71                   --              --
------------------------------------------------------------------

LIMITED MATURITY BOND

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $17.76            1,303,669        $ 23,156
------------------------------------------------------------------
1999                16.72              940,181          15,721
------------------------------------------------------------------
1998                16.77              720,781          12,086
------------------------------------------------------------------
1997                15.91               38,074             606
------------------------------------------------------------------
10/1/97             15.72                   --              --
------------------------------------------------------------------

GENERATIONS-110929                      A1
<PAGE>

CORE BOND
     (FORMERLY GLOBAL FIXED INCOME)

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $11.74              474,172        $  5,566
------------------------------------------------------------------
1999                11.79              292,517           3,450
------------------------------------------------------------------
1998                13.09              194,487           2,559
------------------------------------------------------------------
1997                11.87                7,237              86
------------------------------------------------------------------
10/1/97             11.99                   --              --
------------------------------------------------------------------

FULLY MANAGED

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $26.04            1,073,026        $ 27,937
------------------------------------------------------------------
1999                21.65              780,465          16,895
------------------------------------------------------------------
1998                20.53              556,245          11,421
------------------------------------------------------------------
1997                19.66               31,037             610
------------------------------------------------------------------
10/1/97             19.49                   --              --
------------------------------------------------------------------

TOTAL RETURN

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $20.75            3,415,453        $ 70,859
------------------------------------------------------------------
1999                18.06            2,884,515          52,094
------------------------------------------------------------------
1998                17.72            1,704,542          30,201
------------------------------------------------------------------
1997                16.10               81,050           1,305
------------------------------------------------------------------
10/1/97             15.82                   --              --
------------------------------------------------------------------

ASSET ALLOCATION GROWTH

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 9.38               32,480        $    305
------------------------------------------------------------------
10/2/00             10.00                   --              --
------------------------------------------------------------------

GENERATIONS-110929                     A2
<PAGE>

EQUITY INCOME

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $23.91              674,697        $ 16,134
------------------------------------------------------------------
1999                21.47              532,282          11,430
------------------------------------------------------------------
1998                21.94              222,514           4,881
------------------------------------------------------------------
1997                20.55                4,916             101
------------------------------------------------------------------
10/1/97             20.55                   --              --
------------------------------------------------------------------

ALL CAP

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $11.59              815,482        $  9,455
------------------------------------------------------------------
2/1/00              10.00                   --              --
------------------------------------------------------------------

GROWTH AND INCOME

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 9.94              187,454        $  1,864
------------------------------------------------------------------
10/2/00             10.00                   --              --
------------------------------------------------------------------

REAL ESTATE

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $26.64              311,347        $  8,293
------------------------------------------------------------------
1999                20.62              149,810           3,089
------------------------------------------------------------------
1998                21.74              109,961           2,391
------------------------------------------------------------------
1997                25.48               11,847             302
------------------------------------------------------------------
10/1/97             25.25                   --              --
------------------------------------------------------------------

GENERATIONS-110929                     A3
<PAGE>

VALUE EQUITY

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $19.46              940,524        $ 18,303
------------------------------------------------------------------
1999                18.14              496,259           9,004
------------------------------------------------------------------
1998                18.31              385,355           7,054
------------------------------------------------------------------
1997                18.28               22,178             405
------------------------------------------------------------------
10/1/97             18.85                   --              --
------------------------------------------------------------------

INVESTORS

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $11.26              233,760        $  2,633
------------------------------------------------------------------
2/1/00              10.00                   --              --
------------------------------------------------------------------

RISING DIVIDENDS

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $24.94            2,780,682        $ 69,337
------------------------------------------------------------------
1999                25.83            2,399,816          61,994
------------------------------------------------------------------
1998                22.61            1,611,109          36,427
------------------------------------------------------------------
1997                20.09               59,960           1,205
------------------------------------------------------------------
10/1/97             19.30                   --              --
------------------------------------------------------------------

MANAGED GLOBAL

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $20.19              445,734        $  9,000
------------------------------------------------------------------
5/1/00              10.00                   --              --
------------------------------------------------------------------

GENERATIONS-110929                     A4
<PAGE>

LARGE CAP VALUE

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $10.55            1,239,661        $ 13,072
------------------------------------------------------------------
2/1/00              10.00                   --              --
------------------------------------------------------------------

HARD ASSETS

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $16.32              142,610        $  2,327
------------------------------------------------------------------
1999                17.37              154,438           2,683
------------------------------------------------------------------
1998                14.28              132,451           1,892
------------------------------------------------------------------
1997                20.57                4,076              84
------------------------------------------------------------------
10/1/97             24.00                   --              --
------------------------------------------------------------------

DIVERSIFIED MID- CAP

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 9.88              153,085        $  1,512
------------------------------------------------------------------
10/2/00             10.00                   --              --
------------------------------------------------------------------

RESEARCH

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $26.39            3,095,112        $ 81,691
------------------------------------------------------------------
1999                28.04            2,091,027          58,630
------------------------------------------------------------------
1998                22.89            1,574,116          36,032
------------------------------------------------------------------
1997                18.87               55,791           1,053
------------------------------------------------------------------
10/1/97             19.33                   --              --
------------------------------------------------------------------

GENERATIONS-110929                     A5
<PAGE>

CAPITAL GROWTH

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $17.21            2,614,686        $ 45,001
------------------------------------------------------------------
1999                21.06            1,994,287          41,998
------------------------------------------------------------------
1998                17.01            1,361,746          23,164
------------------------------------------------------------------
1997                15.41               88,129           1,358
------------------------------------------------------------------
10/1/97             15.99                   --              --
------------------------------------------------------------------

CAPITAL APPRECIATION

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $25.17            1,341,657        $ 33,771
------------------------------------------------------------------
1999                30.11              653,805          19,686
------------------------------------------------------------------
1998                24.50              396,749           9,720
------------------------------------------------------------------
1997                22.05               12,544             277
------------------------------------------------------------------
10/1/97             21.95                                   --
------------------------------------------------------------------

SMALL CAP

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $18.40            2,684,096        $ 49,380
------------------------------------------------------------------
1999                22.82            1,581,170          36,085
------------------------------------------------------------------
1998                15.37              870,812          13,382
------------------------------------------------------------------
1997                12.88               54,096             697
------------------------------------------------------------------
10/1/97             13.85                   --              --
------------------------------------------------------------------

MID-CAP GROWTH

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $42.23            3,012,760        $127,241
------------------------------------------------------------------
1999                39.59            1,793,143          70,999
------------------------------------------------------------------
1998                22.43              813,120          18,235
------------------------------------------------------------------
1997                18.52               27,977             518
------------------------------------------------------------------
10/1/97             18.94                   --              --
------------------------------------------------------------------

GENERATIONS-110929                     A6
<PAGE>

STRATEGIC EQUITY

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $18.92            2,251,308        $ 42,603
------------------------------------------------------------------
1999                21.92              760,911          16,680
------------------------------------------------------------------
1998                14.23              190,049           2,704
------------------------------------------------------------------
1997                14.31                6,763              97
------------------------------------------------------------------
10/1/97             14.14                   --              --
------------------------------------------------------------------

SPECIAL SITUATIONS

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 8.89               63,895        $    568
------------------------------------------------------------------
10/2/00             10.00                   --              --
------------------------------------------------------------------

GROWTH

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $22.02            7,101,141        $156,343
------------------------------------------------------------------
1999                28.62            4,175,527         119,507
------------------------------------------------------------------
1998                16.29            1,414,167          23,043
------------------------------------------------------------------
1997                13.03              108,480           1,414
------------------------------------------------------------------
10/1/97             15.18                   --              --
------------------------------------------------------------------

DEVELOPING WORLD

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 7.58              960,567        $  7,281
------------------------------------------------------------------
1999                11.61              786,425           9,131
------------------------------------------------------------------
1998                 7.28              273,192           1,990
------------------------------------------------------------------
2/19/98             10.00                   --              --
------------------------------------------------------------------

GENERATIONS-110929                     A7
<PAGE>

PIMCO HIGH YIELD BOND

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $10.01            2,044,534        $ 20,465
------------------------------------------------------------------
1999                10.24            1,650,893          16,904
------------------------------------------------------------------
1998                10.08              581,273           5,859
------------------------------------------------------------------
5/1/98              10.00                   --              --
------------------------------------------------------------------

PIMCO STOCKSPLUS GROWTH
    AND INCOME

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $11.72            2,460,657        $ 28,838
------------------------------------------------------------------
1999                13.13            1,675,251          21,998
------------------------------------------------------------------
1998                11.11              568,785           6,320
------------------------------------------------------------------
5/1/98              10.00                   --              --
------------------------------------------------------------------

INTERNATIONAL EQUITY

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $11.37            2,373,172        $ 26,991
------------------------------------------------------------------
1999                15.57            1,916,285          29,828
------------------------------------------------------------------
1998                10.29            1,355,050          13,941
------------------------------------------------------------------
1997                 9.90               52,131             516
------------------------------------------------------------------
10/1/97             11.57                   --              --
------------------------------------------------------------------

PILGRIM GLOBAL BRAND NAMES
     (FORMERLY ING GLOBAL BRAND NAMES)

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 8.75               94,747        $    829
------------------------------------------------------------------
5/1/00              10.00                   --              --
------------------------------------------------------------------

GENERATIONS-110929                     A8
<PAGE>

PRUDENTIAL JENNISON

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 7.85              116,977        $    918
------------------------------------------------------------------
5/1/00              10.00                   --              --
------------------------------------------------------------------

SP JENNISON INTERNATIONAL
GROWTH

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 8.56               47,041        $    403
------------------------------------------------------------------
10/2/00             10.00                   --              --
------------------------------------------------------------------


GENERATIONS-110929                    A10
<PAGE>

--------------------------------------------------------------------------------
                                   APPENDIX B
--------------------------------------------------------------------------------

                        MARKET VALUE ADJUSTMENT EXAMPLES

EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

     Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7 year guaranteed
interest period ("J") is 8%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1.   The contract value of the Fixed Interest Allocation on the date of
     surrender is
                                     3
          $124,230 ($100,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

                                                        2,555/365
3.   Market Value Adjustment = $124,230 x [(1.07/1.0850)         -1] = $11,535

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $112,695 ($124,230 - $11,535 ).

EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

     Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7 year guaranteed
interest period ("J") is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1.   The contract value of the Fixed Interest Allocation on the date of
     surrender is
                                     3
          $124,230 ($100,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

                                                        2,555/365
3.   Market Value Adjustment = $124,230 x [(1.07/1.0650)         -1] = $4,141

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $128,371 ($124,230 + $4,141 ).

EXAMPLE #3: WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a withdrawal of $112,695 is requested 3
years into the guaranteed interest period; that the then Index Rate ("J") for a
7 year guaranteed interest period is 8%; and that no prior transfers or
withdrawals affecting this Fixed Interest Allocation have been made.

GENERATIONS-110929                     B1
<PAGE>

     First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

1.   The contract value of the Fixed Interest Allocation on the date of
     withdrawal is
                                      3
          $248,459 ( $200,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

3.   Amount that must be withdrawn =
                                                         2,555/365
                              [ $112,695 / (1.07/1.0850)          ] = $124,230

     Then calculate the Market Value Adjustment on that amount.

4.   Market Value Adjustment =
                                                       2,555/365
                              $124,230 x [(1.07/1.0850)          -1] = $11,535

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $112,695, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $112,695, and also reduced by the Market Value
Adjustment of $11,535, for a total reduction in the Fixed Interest Allocation of
$124,230.

EXAMPLE #4: WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate of 7%; that a withdrawal of $128,371 requested 3 years into
the guaranteed interest period; that the then Index Rate ("J") for a 7 year
guaranteed interest period is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

     First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

1.   The contract value of Fixed Interest Allocation on the date of surrender is
                                     3
          $248,459 ( $200,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

3.   Amount that must be withdrawn =
                                                         2,555/365
                                 [$128,371 /(1.07/1.0650)         ] = $124,230

     Then calculate the Market Value Adjustment on that amount.

                                                        2,555/365
4.   Market Value Adjustment = $124,230 x [(1.07/1.0650)          -1] = $4,141

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,371, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $128,371, but increased by the Market Value
Adjustment of $4,141, for a total reduction in the Fixed Interest Allocation of
$124,230.

GENERATIONS-110929                     B2
<PAGE>

--------------------------------------------------------------------------------
                                   APPENDIX C
--------------------------------------------------------------------------------

                 SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third contract
years, for total premium payments under the Contract of $30,000. It also assumes
a withdrawal at the beginning of the fifth contract year of 30% of the contract
value of $35,000.

In this example, $8,000 (0.10 x $30,000 + $5,000 earnings) is the maximum free
withdrawal amount that you may withdraw during the contract year without a
surrender charge. The total withdrawal would be $10,500 ($35,000 x .30).
Therefore, $2,500 (10,500 - 8,000) is considered an excess withdrawal of a part
of the initial premium payment of $10,000 and would be subject to a 4% surrender
charge of $100 ($2,500 x .04). This example does not take into account any
Market Value Adjustment or deduction of any premium taxes.

GENERATIONS-110929                     C1
<PAGE>

                      This page intentionally left blank.

<PAGE>

--------------------------------------------------------------------------------
                                   APPENDIX D
--------------------------------------------------------------------------------

          WITHDRAWAL ADJUSTMENT FOR 7% SOLUTION DEATH BENEFIT EXAMPLES

EXAMPLE #1: THE CONTRACT VALUE (AV) IS LOWER THAN THE DEATH BENEFIT

     Assume a premium payment of $100,000, AV at the time of withdrawal of
$87,000 and a 7% Solution minimum guarantee death benefit ("MGDB") at the time
of withdrawal of $127,000. A total withdrawal of $27,000 is made. The withdrawal
is a combination of Special Withdrawal and Pro rata Withdrawal.

Calculate the Effect of the Withdrawal

          1.   The Special Withdrawal is $7,000 (7% of $100,000).

               MGDB after Special Withdrawal = $120,000 ($127,000 - $7,000)

               AV after Special Withdrawal = $80,000 ($87,000 - $7,000)

               The Pro rata Withdrawal is $20,000 ($27,000 - $7,000).

          2.   Pro rata Withdrawal Adjustment to MGDB = $30,000 ($120,000 *
               ($20,000 / $80,000))

               MGDB after Pro rata Withdrawal = $90,000 ($120,000 - $30,000)

               AV after Pro rata Withdrawal = $60,000 ($80,000 - $20,000)

EXAMPLE #2: THE CONTRACT VALUE (AV) IS GREATER THAN THE DEATH BENEFIT

     Assume a premium payment of $100,000, AV at the time of withdrawal of
$167,000 and a 7% Solution minimum guarantee death benefit ("MGDB") at the time
of withdrawal of $127,000. A total withdrawal of $27,000 is made. The withdrawal
is a combination of Special Withdrawal and Pro rata Withdrawal.

Calculate the Effect of the Withdrawal

          1.   The Special Withdrawal is $7,000 (7% of $100,000).

               MGDB after Special Withdrawal = $120,000 ($127,000 - $7,000)

               AV after Special Withdrawal = $160,000 ($167,000 - $7,000)

               The Pro rata Withdrawal is $20,000 ($27,000 - $7,000).

          2.   Pro rata Withdrawal Adjustment to MGDB = $15,000 ($120,000 *
               ($20,000 / $160,000))

               MGDB after Pro rata Withdrawal = $105,000 ($120,000 - $15,000)

               AV after Pro rata Withdrawal = $140,000 ($160,000 - $20,000)

GENERATIONS-110929                     D1
<PAGE>

EXAMPLE #3: THE CONTRACT VALUE (AV) IS EQUAL TO THE DEATH BENEFIT

     Assume a premium payment of $100,000, AV at the time of withdrawal of
$127,000 and a 7% Solution minimum guarantee death benefit ("MGDB") at the time
of withdrawal of $127,000. A total withdrawal of $27,000 is made. The withdrawal
is a combination of Special Withdrawal and Pro rata Withdrawal.

Calculate the Effect of the Withdrawal

          1.   The Special Withdrawal is $7,000 (7% of $100,000).

               MGDB after Special Withdrawal = $120,000 ($127,000 - $7,000)

               AV after Special Withdrawal = $120,000 ($127,000 - $7,000)

               The Pro rata Withdrawal is $20,000 ($27,000 - $7,000).

          2.   Pro rata Withdrawal Adjustment to MGDB = $20,000 ($120,000 *
               ($20,000 / $120,000))

               MGDB after Pro rata Withdrawal = $100,000 ($120,000 - $20,000)

               AV after Pro rata Withdrawal = $100,000 ($120,000 - $20,000)

GENERATIONS-110929                           D2
<PAGE>

--------------------------------------------------------------------------------
                                   APPENDIX E
--------------------------------------------------------------------------------


              DEATH BENEFITS FOR CATEGORY PRE-2001 CONTRACT OWNERS

Your death benefits and mortality and expense risk charge depend on the category
of contract owners to which you belong and on the death benefit that you chose.
There are two categories of contract owners covered by the Prospectus. For ease
of reference, they are called Pre- 2001 and Yr-2001.

     Pre-2001: Contracts, whenever purchased, which offer one death benefit
               option (as approved in the state of issue at the time of
               purchase).

     Yr-2001:  Contracts purchased on or after January 2, 2001 which offer five
               death benefit options (as approved in the state of issue at the
               time of purchase).

The purpose of this Appendix E is to describe the death benefits and the
mortality and expense risk charges applicable to contract owners in Pre-2001.
The death benefits and mortality and expense risk charges for contract owners in
Yr-2001 are described in the Prospectus. OTHER THAN AS SPECIFIED BELOW, PLEASE
SEE THE PROSPECTUS FOR A FULL DESCRIPTION OF YOUR DEATH BENEFIT OPTIONS AND
OTHER CONTRACT FEATURES. CAPITALIZED TERMS HAVE THE SAME MEANING AS DESCRIBED IN
THE PROSPECTUS.

DEATH BENEFIT
If you die before the annuity start date, we determine the death benefit as
follows.

If you are age 67 or younger at the time of purchase, the death benefit is the
greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract after subtracting
          any withdrawals;

     3)   the cash surrender value; or

     4)   the highest contract value (plus subsequent premiums less subsequent
          withdrawals) determined on every contract anniversary on or before
          your death beginning with the 8th anniversary and ending on the last
          anniversary prior to you attaining age 76.

If you are between ages 68 and 75 at the time of purchase, the death benefit is
the greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract after subtracting
          any withdrawals;

     3)   the cash surrender value; or

     4)   the contract value (plus subsequent premiums less subsequent
          withdrawals) determined on the 8th contract anniversary but on or
          before your death.

If you are age 76 or older at the time of purchase, the death benefit is the
greater of:

     1)   the contract value; or

     2)   the cash surrender value.

Note:  In all cases described above, the amount of the death benefit could be
       reduced by premium taxes owed and withdrawals not previously deducted.

GENERATIONS-110929                     E1
<PAGE>

MORTALITY AND EXPENSE RISK CHARGE
The mortality and expense risk charge and the asset-based administrative charge,
on an annual basis, for Category Pre-Year 2001 contract owners are as follows:

     Mortality & Expense Risk Charge ..........    1.25%
     Asset-Based Administrative Charge ........    0.15%
                                                   -----
          Total................................    1.40%

The charge is deducted each business day at the rate of .003446% for each day
since the previous business day.

EXPENSE EXAMPLES FOR PRE-2001
The following four examples are designed to show you the expenses you would pay
on a $1,000 investment that earns 5% annually. The examples reflect the
deduction of a mortality and expense risk charge, an asset-based administrative
charge, and the annual contract administrative charge as an annual charge of
0.05% of assets (based on a average contract value of $60,000). Examples 1 and 2
also assume you elected the earnings multiplier benefit rider with a charge of
0.30% annually. Note that surrender charges may apply if you choose to annuitize
your Contract within the first 5 contract years, and under certain
circumstances, within the first 8 contract years. Thus, in the event you
annuitize your Contract under circumstances which require a surrender charge,
you should refer to Example 1 and 3 below which assumes applicable surrender
charges.

GENERATIONS-110929                     E2
<PAGE>

Example 1:
If you surrender your Contract at the end of the applicable time period and
elected the earnings multiplier benefit rider, you would pay the following
expenses for each $1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $103     $132      $163      $264
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $103     $132      $163      $264
--------------------------------------------------------------------------------
     Core Bond                             $108     $146      $186      $309
--------------------------------------------------------------------------------
     Fully Managed                         $107     $144      $183      $303
--------------------------------------------------------------------------------
     Total Return                          $107     $142      $180      $297
--------------------------------------------------------------------------------
     Asset Allocation Growth               $108     $146      $186      $309
--------------------------------------------------------------------------------
     Equity Income                         $107     $144      $183      $303
--------------------------------------------------------------------------------
     All Cap                               $108     $146      $186      $309
--------------------------------------------------------------------------------
     Growth and Income                     $109     $149      $191      $319
--------------------------------------------------------------------------------
     Real Estate                           $107     $144      $183      $303
--------------------------------------------------------------------------------
     Value Equity                          $107     $144      $183      $303
--------------------------------------------------------------------------------
     Investors                             $108     $146      $186      $309
--------------------------------------------------------------------------------
     International Equity                  $110     $153      $198      $333
--------------------------------------------------------------------------------
     Rising Dividends                      $107     $144      $183      $303
--------------------------------------------------------------------------------
     Managed Global                        $110     $153      $198      $333
--------------------------------------------------------------------------------
     Large Cap Value                       $108     $146      $186      $309
--------------------------------------------------------------------------------
     Hard Assets                           $107     $144      $183      $303
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $108     $146      $186      $309
--------------------------------------------------------------------------------
     Research                              $107     $142      $180      $297
--------------------------------------------------------------------------------
     Capital Growth                        $108     $145      $185      $308
--------------------------------------------------------------------------------
     Capital Appreciation                  $107     $144      $183      $303
--------------------------------------------------------------------------------
     Small Cap                             $107     $144      $183      $303
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $107     $142      $180      $297
--------------------------------------------------------------------------------
     Strategic Equity                      $107     $144      $183      $303
--------------------------------------------------------------------------------
     Special Situations                    $109     $149      $191      $319
--------------------------------------------------------------------------------
     Growth                                $108     $145      $185      $308
--------------------------------------------------------------------------------
     Developing World                      $115     $168      $222      $378
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $116     $171      $227      $387
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $105     $138      $173      $284
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $104     $135      $168      $274
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG PINCUS TRUST
     International Equity                  $116     $169      $225      $383

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $110     $152      $197      $330
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $108     $147      $187      $312
--------------------------------------------------------------------------------
     SP Jennison International Growth      $114     $164      $216      $368
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $109     $148      $190      $318
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $109     $148      $190      $318
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $109     $148      $190      $318

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $116     $169      $224      $382
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $116     $169      $224      $382
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $115     $167      $222      $377
--------------------------------------------------------------------------------

GENERATIONS-110929                     E3
<PAGE>

Example 2:
If you do not surrender your Contract at the end of the applicable time period
and elected the earnings multiplier benefit rider, you would pay the following
expenses for each $1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $ 23     $ 72      $123      $264
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $ 23     $ 72      $123      $264
--------------------------------------------------------------------------------
     Core Bond                             $ 28     $ 86      $146      $309
--------------------------------------------------------------------------------
     Fully Managed                         $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Total Return                          $ 27     $ 82      $140      $297
--------------------------------------------------------------------------------
     Asset Allocation Growth               $ 28     $ 86      $146      $309
--------------------------------------------------------------------------------
     Equity Income                         $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     All Cap                               $ 28     $ 86      $146      $309
--------------------------------------------------------------------------------
     Growth and Income                     $ 29     $ 89      $151      $319
--------------------------------------------------------------------------------
     Real Estate                           $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Value Equity                          $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Investors                             $ 28     $ 86      $146      $309
--------------------------------------------------------------------------------
     International Equity                  $ 30     $ 93      $158      $333
--------------------------------------------------------------------------------
     Rising Dividends                      $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Managed Global                        $ 30     $ 93      $158      $333
--------------------------------------------------------------------------------
     Large Cap Value                       $ 28     $ 86      $146      $309
--------------------------------------------------------------------------------
     Hard Assets                           $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $ 28     $ 86      $146      $309
--------------------------------------------------------------------------------
     Research                              $ 27     $ 82      $140      $297
--------------------------------------------------------------------------------
     Capital Growth                        $ 28     $ 85      $145      $308
--------------------------------------------------------------------------------
     Capital Appreciation                  $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Small Cap                             $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $ 27     $ 82      $140      $297
--------------------------------------------------------------------------------
     Strategic Equity                      $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Special Situations                    $ 29     $ 89      $151      $319
--------------------------------------------------------------------------------
     Growth                                $ 28     $ 85      $145      $308
--------------------------------------------------------------------------------
     Developing World                      $ 35     $108      $182      $378
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $ 36     $111      $187      $387
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $ 25     $ 78      $133      $284
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG PINCUS TRUST
     International Equity                  $ 36     $109      $185      $383

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $ 30     $ 92      $157      $330
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $ 28     $ 87      $147      $312
--------------------------------------------------------------------------------
     SP Jennison International Growth      $ 34     $104      $176      $368
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $ 29     $ 88      $150      $318

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $ 36     $109      $184      $382
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $ 36     $109      $184      $382
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $ 35     $107      $182      $377
--------------------------------------------------------------------------------

GENERATIONS-110929                     E4
<PAGE>

Example 3:
If you surrender your Contract at the end of the applicable time period and did
not elect the earnings multiplier benefit rider, you would pay the following
expenses for each $1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $100     $123      $148      $233
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $100     $123      $148      $233
--------------------------------------------------------------------------------
     Core Bond                             $105     $137      $171      $280
--------------------------------------------------------------------------------
     Fully Managed                         $104     $135      $168      $274
--------------------------------------------------------------------------------
     Total Return                          $104     $133      $165      $268
--------------------------------------------------------------------------------
     Asset Allocation Growth               $105     $137      $171      $280
--------------------------------------------------------------------------------
     Equity Income                         $104     $135      $168      $274
--------------------------------------------------------------------------------
     All Cap                               $105     $137      $171      $280
--------------------------------------------------------------------------------
     Growth and Income                     $106     $140      $176      $290
--------------------------------------------------------------------------------
     Real Estate                           $104     $135      $168      $274
--------------------------------------------------------------------------------
     Value Equity                          $104     $135      $168      $274
--------------------------------------------------------------------------------
     Investors                             $105     $137      $171      $280
--------------------------------------------------------------------------------
     International Equity                  $107     $144      $183      $304
--------------------------------------------------------------------------------
     Rising Dividends                      $104     $135      $168      $274
--------------------------------------------------------------------------------
     Managed Global                        $107     $144      $183      $304
--------------------------------------------------------------------------------
     Large Cap Value                       $105     $137      $171      $280
--------------------------------------------------------------------------------
     Hard Assets                           $104     $135      $168      $274
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $105     $137      $171      $280
--------------------------------------------------------------------------------
     Research                              $104     $133      $165      $268
--------------------------------------------------------------------------------
     Capital Growth                        $105     $136      $171      $279
--------------------------------------------------------------------------------
     Capital Appreciation                  $104     $135      $168      $274
--------------------------------------------------------------------------------
     Small Cap                             $104     $135      $168      $274
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $104     $133      $165      $268
--------------------------------------------------------------------------------
     Strategic Equity                      $104     $135      $168      $274
--------------------------------------------------------------------------------
     Special Situations                    $106     $140      $176      $290
--------------------------------------------------------------------------------
     Growth                                $105     $136      $171      $279
--------------------------------------------------------------------------------
     Developing World                      $112     $159      $208      $351
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $113     $162      $213      $360
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $102     $129      $158      $253
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $101     $126      $153      $243
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG PINCUS TRUST
     International Equity                  $108     $146      $186      $309

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $107     $143      $182      $301
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $105     $138      $173      $283
--------------------------------------------------------------------------------
     SP Jennison International Growth      $111     $155      $202      $340
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $106     $139      $176      $289
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $106     $139      $176      $289
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $106     $139      $176      $289

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $113     $160      $210      $355
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $113     $160      $210      $355
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $112     $159      $207      $350
--------------------------------------------------------------------------------

GENERATIONS-110929                     E5
<PAGE>

Example 4:
If you do not surrender your Contract at the end of the applicable time period
and did not elect the earnings multiplier benefit rider, you would pay the
following expenses for each $1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $ 20     $ 63      $108      $233
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $ 20     $ 63      $108      $233
--------------------------------------------------------------------------------
     Core Bond                             $ 25     $ 77      $131      $280
--------------------------------------------------------------------------------
     Fully Managed                         $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Total Return                          $ 24     $ 73      $125      $268
--------------------------------------------------------------------------------
     Asset Allocation Growth               $ 25     $ 77      $131      $280
--------------------------------------------------------------------------------
     Equity Income                         $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     All Cap                               $ 25     $ 77      $131      $280
--------------------------------------------------------------------------------
     Growth and Income                     $ 26     $ 80      $136      $290
--------------------------------------------------------------------------------
     Real Estate                           $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Value Equity                          $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Investors                             $ 25     $ 77      $131      $280
--------------------------------------------------------------------------------
     International Equity                  $ 27     $ 84      $143      $304
--------------------------------------------------------------------------------
     Rising Dividends                      $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Managed Global                        $ 27     $ 84      $143      $304
--------------------------------------------------------------------------------
     Large Cap Value                       $ 25     $ 77      $131      $280
--------------------------------------------------------------------------------
     Hard Assets                           $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $ 25     $ 77      $131      $280
--------------------------------------------------------------------------------
     Research                              $ 24     $ 73      $125      $268
--------------------------------------------------------------------------------
     Capital Growth                        $ 25     $ 76      $131      $279
--------------------------------------------------------------------------------
     Capital Appreciation                  $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Small Cap                             $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $ 24     $ 73      $125      $268
--------------------------------------------------------------------------------
     Strategic Equity                      $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Special Situations                    $ 26     $ 80      $136      $290
--------------------------------------------------------------------------------
     Growth                                $ 25     $ 76      $131      $279
--------------------------------------------------------------------------------
     Developing World                      $ 32     $ 99      $168      $351
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $ 33     $102      $173      $360
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $ 22     $ 69      $118      $253
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $ 21     $ 66      $113      $243
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG PINCUS TRUST
     International Equity                  $ 28     $ 86      $146      $309

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $ 27     $ 83      $142      $301
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $ 25     $ 78      $133      $283
--------------------------------------------------------------------------------
     SP Jennison International Growth      $ 31     $ 95      $162      $340
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $ 26     $ 79      $136      $289
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $ 26     $ 79      $136      $289
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $ 26     $ 79      $136      $289

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $ 33     $100      $170      $355
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $ 33     $100      $170      $355
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $ 32     $ 99      $167      $350
--------------------------------------------------------------------------------

GENERATIONS-110929                     E6
<PAGE>

DEATH BENEFIT FOR EXCLUDED FUNDS
We will be designating certain investment portfolios as "Excluded Funds."
Excluded Funds will include certain investment portfolios that, due to their
volatility, will be excluded from the death benefit guarantees that might
otherwise be provided. We may add new portfolios as Excluded Funds. We may also
reclassify an existing portfolio as an Excluded Fund or remove such
classification upon 30 days notice to you. Such reclassification will apply only
to amounts transferred or otherwise added to such portfolio after the effective
date of the reclassification. Investment in Excluded Funds will impact your
death benefit.

For the period of time, and to the extent, that you allocate premium or contract
value to Excluded Funds, your death benefit attributable to that allocation will
equal the contract value of that allocation. Any guarantee of death benefit in
excess of contract value otherwise provided with regard to allocations to
Non-Excluded Funds, does not apply to allocations to Excluded Funds. The death
benefit provided under the Contract may be reduced to the extent that you
allocate premium or contract value to Excluded Funds.

Transfers from Excluded Funds to Non-Excluded funds will reduce all death
benefit components for Excluded Funds on a pro rata basis. Except with respect
to any maximum guaranteed death benefit, the resulting increase in the
Non-Excluded Funds death benefit component will equal the lesser of the
reduction in the death benefit for Excluded Funds and the contract value
transferred. With respect to the maximum guaranteed death benefit, where
applicable, the resulting increase in the Non-Excluded Funds maximum guaranteed
death benefit will equal the reduction in the maximum guaranteed death benefit
for Excluded Funds.

Transfers from Non-Excluded Funds to Excluded Funds will reduce the Non-Excluded
Funds death benefit components on a pro rata basis. The resulting increase in
the death benefit components of Excluded Funds will equal the reduction in the
Non-Excluded Funds death benefit components.

Adjustments for transfers involving both Excluded Funds and Special Funds will
be calculated separately from adjustments for transfers involving Excluded Funds
and Non-Special Funds, where applicable.


GENERATIONS-110929                     E7
<PAGE>



                             ING VARIABLE ANNUITIES

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

Golden American Life Insurance Company is a stock company domiciled in Delaware.
--------------------------------------------------------------------------------

110929   GENERATIONS                                                  05/01/2001

<PAGE>

<PAGE>

                           PART II



             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The following provisions regarding the Indemnification of Directors and Officers
of the Registrant are applicable:

     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND INCORPORATORS

     Delaware  General  Corporation  Law,  Title 8,  Section 145  provides  that
     corporations   incorporated  in  Delaware  may  indemnify  their  officers,
     directors, employees or agents for threatened, pending or past legal action
     by reason of the fact  he/she is or was a  director,  officer,  employee or
     agent.  Such  indemnification  is provided for under the Company's  By-Laws
     under Article VI. Indemnification  includes all liability and loss suffered
     and  expenses  (including  attorneys'  fees)  reasonably  incurred  by such
     indemnitee.  Prepayment of expenses is permitted, however, reimbursement is
     required if it is ultimately  determined  that  indemnification  should not
     have been given.

     DIRECTORS' AND OFFICERS' INSURANCE

     The directors,  officers,  and employees of the registrant,  in addition to
     the  indemnifications  described above, are indemnified through the blanket
     liability insurance policy of Registrant's ultimate parent, ING Groep N.V.,
     or directly by  Equitable  of Iowa  Companies,  Inc.  for  liabilities  not
     covered through the indemnification provided under the By-Laws.

     SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION

     Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     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  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES

Not Applicable.

<PAGE>

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  EXHIBITS.

     1     Underwriting Agreement Between Golden American Life
            Insurance Company and Directed Services, Inc. (1)

     3(a)(i) Restated Certificate of Incorporation of Golden American
             Life Insurance Company.  (4)

     3(a)(ii) Certificate of Amendment of the Restated Articles of
              Incorporation of Golden American Life Insurance Company. (4)

     3(b)  By-Laws of Golden American Life Insurance Company. (4)

     3(c)  Resolution of Board of Directors for Powers of Attorney. (4)

     4(a)  Individual Deferred Combination Variable and Fixed Annuity
            Contract. (4)

     4(b)  Group Deferred Combination Variable and Fixed Annuity Contract. (4)

     4(c)  Individual Deferred Variable Annuity Contract. (4)

     4(d)  Individual Retirement Annuity Rider Page. (1)

     4(e)  Individual Deferred Combination Variable and Fixed
            Annuity Application. (5)

     4(f)  Group Deferred Combination Variable and Fixed
            Annuity Enrollment Form. (5)

     4(g)  Individual Deferred Variable Annuity Application. (5)

     4(h)  Roth Individual Retirement Annuity Rider. (2)

     4(i)  Minimum Guaranteed Accumulation Benefit Rider (9)

     4(j)  Minimum Guaranteed Income Benefit Rider (9)

     4(k)  Minimum Guaranteed Withdrawal Benefit Rider (9)

     4(l)  Earnings Enhancement Death Benefit Rider (9)

     5     Opinion and Consent of Myles R. Tashman.

     10(a) Participation Agreement between Golden American
            and PIMCO Variable Insurance Trust. (4)

     10(b) Administrative Services Agreement between Golden American
            and Equitable Life Insurance Company of Iowa. (3)

     10(c) Service Agreement between Golden American and Directed
            Services, Inc. (3)

     10(d) Asset Management Agreement between Golden American and
            ING Investment Management LLC. (4)

     10(e) Reciprocal Loan Agreement between Golden American and
            ING America Insurance Holdings, Inc. (4)

     10(f) Revolving Note Payable between Golden American and
            SunTrust Bank.  (4)

     10(g) Participation Agreement between Golden American
            and Warburg Pincus Trust.  (4)

     10(h) Surplus Note, dated 12/17/96, between Golden American and
            Equitable of Iowa Companies. (6)

     10(i) Surplus Note, dated 12/30/98, between Golden American and
            Equitable Life Insurance Company of Iowa. (6)

     10(j) Surplus Note, dated 09/30/99, between Golden American and
            ING AIH. (6)

     10(k) Surplus Note, dated 12/08/99, between Golden American and
            First Columbine Life Insurance Company. (5)

     10(l) Surplus Note, dated 12/30/99, between Golden American and
            Equitable of Iowa Companies. (5)

     10(m) Participation Agreement between Golden American and
            Prudential Series Fund, Inc. (6)

     10(n) Participation Agreement between Golden American and
            ING Variable Insurance Trust. (6)

     10(o) Amendment to the Participation Agreement between Golden
            American and Prudential Series Fund, Inc. (8)

     10(p) Reinsurance Agreement, dated 06/30/00, between Golden
            American and Equitable Life Insurance Company of Iowa. (7)

     10(q) Renewal of Revolving Note Payable between Golden American
            and SunTrust Bank as of July 31, 2000 and expiring
            July 31, 2001. (7)

     10(r) Reinsurance Agreement, effective 01/01/00, between Golden
            American and Security Life of Denver International Limited (9)

     10(s) Letter of Credit between Security Life of Denver International
            Limited and The Bank of New York for the benefit of Golden
             American (9)

     10(t) Form of Participation Agreement between Golden American and
            Pilgrim Variable Products Trust (9)

     10(u) Form of Participation Agreement between Golden American and
            ProFunds (9)

     23(a) Consent of Sutherland, Asbill & Brennan LLP.

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

     23(c) Consent of Myles R. Tashman, incorporated in Item 5 of
            this Part II, together with the Opinion of Myles R. Tashman.

     24    Powers of Attorney.

<PAGE>

(1)  Incorporated  herein by reference to Amendment  No. 1 to this  Registration
     Statement on Form S-1 for Golden  American  filed with the  Securities  and
     Exchange Commission on September 24, 1997 (File No. 333-28681).

(2)  Incorporated  herein by reference to Amendment  No. 2 to this  Registration
     Statement on Form S-1 for Golden  American  filed with the  Securities  and
     Exchange Commission on February 12, 1998 (File No. 333-28681).

(3)  Incorporated  herein by reference to Amendment  No. 3 to this  Registration
     Statement  for Golden  American  filed  with the  Securities  and  Exchange
     Commission on April 29, 1998 (File No. 333-28681).

(4)  Incorporated herein by reference to the Registration  Statement for Golden
     American  filed with the  Securities  and Exchange  Commission on April 23,
     1999 (File No. 333-76941).

(5)  Incorporated herein by reference to the Registration  Statement for Golden
     American filed with the  Securities and Exchange  Commission on January 27,
     2000 (File No. 333-95511).

(6)  Incorporated  herein by reference to Amendment  No. 1 to this  Registration
     Statement  for Golden  American  filed  with the  Securities  and  Exchange
     Commission on April 26, 2000 (File No. 333-95511).

(7)  Incorporated  herein by reference to Amendment  No. 2 to this  Registration
     Statement  for Golden  American  filed  with the  Securities  and  Exchange
     Commission on September 13, 2000 (File No. 333-95511).

(8)  Incorporated  herein by reference to Amendment  No. 3 to this  Registration
     Statement  for Golden  American  filed  with the  Securities  and  Exchange
     Commission on December 15, 2000 (File No. 333-95511).

(9)  Incorporated herein by reference to the Registration  Statement for Golden
     American  filed with the  Securities  and Exchange  Commission on April 23,
     2001 (File No. 333-59386).

<PAGE>

(b)  FINANCIAL STATEMENT SCHEDULE.

    (1)  All financial statements are included in the Prospectus
          as indicated therein
    (2)  Schedules I, III and IV follow. All other schedules to the consolidated
         financial statements required by Article 7 of Regulation S-X are
         omitted because they are not applicable or because the information
         is included elsewhere in the consolidated financial statements or
         notes thereto.

<TABLE>
<CAPTION>
                                                             SCHEDULE I
                                                       SUMMARY OF INVESTMENTS
                                              OTHER THAN INVESTMENTS IN RELATED PARTIES
                                                       (Dollars in thousands)



                                                                                                                      BALANCE
                                                                                                                        SHEET
   DECEMBER 31, 2000                                                                     COST(1)        VALUE          AMOUNT
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>              <C>           <C>
   TYPE OF INVESTMENT
   Fixed maturities, available for sale:
    Bonds:
      United States government and governmental agencies and
        authorities.........................................................            $18,607       $19,171          $19,171
      Public utilities......................................................             54,132        52,826           52,826
      Corporate securities..................................................            355,890       349,202          349,202
      Other asset-backed securities.........................................            223,787       224,122          224,122
      Mortgage-backed securities............................................            146,335       147,257          147,257
                                                                                  --------------------------------------------
      Total fixed maturities, available for sale............................            798,751       792,578          792,578

   Equity securities:
      Common stocks: industrial, miscellaneous, and all other...............              8,611         6,791            6,791

   Mortgage loans on real estate.........................................                99,916                         99,916
   Policy loans..........................................................                13,323                         13,323
   Short-term investments................................................               106,775                        106,775
                                                                                  ---------------                -------------
   Total investments.....................................................            $1,027,376                     $1,019,383
                                                                                  ===============                =============
</TABLE>

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.



<PAGE>
<TABLE>
<CAPTION>


                                                            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
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>        <C>             <C>            <C>   <C>         <C>         <C>         <C>        <C>             <C>
YEAR ENDED DECEMBER 31, 2000:

Life insurance    $635,147   $1,062,891      $6,817         $82   $144,877    $64,140     $200,031    $55,154    $143,300        --

YEAR ENDED DECEMBER 31, 1999:

Life insurance     528,957    1,033,701       6,300           8     82,935     59,169      182,221     33,119     (83,827)       --

YEAR ENDED DECEMBER 31, 1998:

Life insurance     204,979      881,112       3,840          --     39,119     42,485       96,968      5,148     (26,406)       --



*    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.



</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                             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
--------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>                       <C>    <C>                       <C>
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              --
                                                ================================================================================

AT DECEMBER 31, 1998:
    Life insurance in force.................     $181,456,000    $111,552,000              --      $69,904,000              --
                                                ================================================================================



</TABLE>


<PAGE>

ITEM 17.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales 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 change 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.

(4)  That, for purposes of determining any liability under the Securities Act of
     1933,  each filing of the  registrant's  annual report  pursuant to Section
     13(a) or Section 15(d) of the Securities  Exchange Act of 1934 (and,  where
     applicable,  each  filing  of an  employee  benefit  plan's  annual  report
     pursuant to Section 15(d) of the  Securities  Exchange Act of 1934) that is
     incorporated by reference in the registration  statement 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.

<PAGE>
                           SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, 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
22nd day of August, 2001.


                                     SEPARATE ACCOUNT B
                                      (Registrant)

                                By:  GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Depositor)

                                By:
                                     --------------------
                                     Robert C. Salipante*
                                     Chief Executive Officer

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

As required by the Securities Act of 1933, this Registration  Statement has been
signed by the following  persons in the  capacities  indicated on August 22,
2001.

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

                              Director and Chief Executive
--------------------          Officer of Depositor
Robert C. Salipante*



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


                DIRECTORS OF DEPOSITOR


----------------------
Robert C. Salipante*


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


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


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


----------------------
Phillip R. Lowery*


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

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

<PAGE>

                                  EXHIBIT INDEX

ITEM      EXHIBIT                                                     PAGE #
----      -------                                                     ------
5         Opinion and Consent of Myles R. Tashman                     EX-5

23(a)     Consent of Sutherland, Asbill & Brennan LLP                 EX-23.A

23(b)     Consent of Ernst & Young LLP, Independent Auditors          EX-23.B

24        Powers of Attorney                                          EX-24
[{"type": "S-1", "sequence": "1", "filename": "s1generations.txt", "description": "INITIAL REGISTRATION STATEMENT", "secsgml_size_bytes": 692281}]
{"company-data": {"conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO /NY/", "cik": "0000836658", "assigned-sic": "", "irs-number": "410991508", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-68138", "film-number": "1721225"}, "business-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "SUITE 400", "city": "WEST CHESTER", "state": "PA", "zip": "19380-1478", "phone": "6104253400"}, "mail-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "P. O. BOX 2700", "city": "WEST CHESTER", "state": "PA", "zip": "19380-2700"}, "former-company": [{"former-conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO", "date-changed": "19600201"}, {"former-conformed-name": "MB VARIABLE LIFE INSURANCE CO", "date-changed": "19600201"}]}
As filed with the Securities and Exchange Commission on August 22, 2001
                                      Registration No. 333-_________
-----------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM S-1

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                    INITIAL

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

                                 DELAWARE
      (State or other jurisdiction of incorporation or organization)

                                  6355
        (Primary Standard Industrial Classification Code Number)

                               41-0991508
                 (I.R.S. Employer Identification No.)

                Golden American Life Insurance Company
                         1475 Dunwoody Drive
                    West Chester, PA  19380-1478
                            (610) 425-3400
    (Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Linda E. Senker, Esq.                     COPY TO:
Golden American Life Insurance Company    Stephen E. Roth, Esq.
1475 Dunwoody Drive                       Sutherland Asbill & Brennan LLP
West Chester, Pennsylvania  19380-1478    1275 Pennsylvania Avenue, N.W.
(610) 425-4319                            Washington, D.C.  20004-2415
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)

Approximate date of commencement of proposed sale to the public:
As soon as practical after the effective date of the 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,
check the following box ................................................ [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this Form is post-effective amendment filed pursuant to Rule 462(c)
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 this Form is 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box [ ]

Pursuant to Rule 429 under the Securities Act of 1933, a prospectus herein
also relates to Registration Statement Nos. 333-28681, 333-76941, 333-95511 and
333-59386.
-----------------------------------------------------------------------------
                      Calculation of Registration Fee
Proposed
Title of each class                            Proposed               maximum
of securities to be    Amount to be    maximum offering price    aggregate offering      Amount of
     registered         registered(1)      price per unit(1)          price(1)        registration fee(2)
--------------------------------------------------------------------------------------------------------
Annuity Contracts
(Interests in          N/A             N/A                        $200,000,000        $50,000
Fixed Account)
(1) The maximum aggregate  offering price is estimated solely for the purpose of
determining the  registration  fee. The amount to be registered and the proposed
maximum  offering price per unit are not applicable  since these  securities are
not issued in predetermined amounts or units.

(2)  Amount  previously  registered  in  connection  with File  Nos.  333-28681,
333-76941, 333-95511 and 333-59386 were $82,500,000,  $77,000,000,  $165,000,000
and  $156,000,000,  respectively,  at  registration  fees of  $25,000,  $21,406,
$43,560 and $39,000, respectively.

-----------------------------------------------------------------------------
The Registrant hereby amends this  Registration  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  this  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
PART I

The  Prospectus  contained  herein  does  not  contain  all of  the  information
permitted by the Securities and Exchange Commission Regulations. Therefore, this
Registration  Statement on Form S-1 for Golden  American Life Insurance  Company
("Golden  American")  incorporates  by reference  the  Statement  of  Additional
Information for Form 2 for the  GoldenSelect  Generations  Deferred  Combination
Variable  and Fixed  Annuity,  and Part C (Other  Information)  contained in the
Registration  Statement on Form N-4 (Post-Effective  Amendment No. 11, File Nos.
333-28679, 811-5626, filed contemporaneously with this Registration Statement on
Form S-1, on or about the date hereof) for Golden American  Separate  Account B.
This  information  may be  obtained  free of charge from  Golden  American  Life
Insurance Company by calling Customer Service at 800-366-0066.
GENERATIONS PROFILE AND PROSPECTUS
ING VARIABLE ANNUITIES

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

                                   PROFILE OF
                           GOLDENSELECT/R/ GENERATIONS
            DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT

                                SEPTEMBER 4, 2001

     -------------------------------------------------------------------
     This Profile is a summary of some of the more important points that
     you should know and consider before purchasing the Contract. The
     Contract is more fully described in the full prospectus which
     accompanies this Profile. Please read the prospectus carefully.
     -------------------------------------------------------------------
--------------------------------------------------------------------------------

1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination variable and
fixed annuity contract between you and Golden American Life Insurance Company.
The Contract provides a means for you to invest on a tax-deferred basis in (i)
one or more of 39 mutual fund investment portfolios through our Separate Account
B and/or (ii) in a fixed account of Golden American with guaranteed interest
periods. The 39 mutual fund portfolios are listed on page 3. We
currently offer guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10 years
in the fixed account. We set the interest rates in the fixed account (which will
never be less than 3%) periodically. We may credit a different interest rate for
each interest period. The interest you earn in the fixed account as well as your
principal is guaranteed by Golden American as long as you do not take your money
out before the maturity date for the applicable interest period. If you withdraw
your money from the fixed account more than 30 days before the applicable
maturity date, we will apply a market value adjustment. A market value
adjustment could increase or decrease your contract value and/or the amount you
take out. Generally, the investment portfolios are designed to offer a better
return than the fixed account. However, this is NOT guaranteed. You may not make
any money, and you can even lose the money you invest.

The  Contract  offers a choice of death  benefit  options.  You may  choose  the
Standard Death Benefit or one of the enhanced death benefit  options,  described
on page 10. Your choice of death benefit will affect your mortality and expense
risk  charge.  Subject  to  state  availability,  you  may  also  elect,  for an
additional charge, an earnings multiplier benefit rider. Please see page 5 for
a description of the applicable  charge.  The earnings  multiplier benefit rider
provides a separate  death benefit in addition to the death  benefit  option you
select.  The earnings  multiplier  benefit rider is available for  non-qualified
contracts  only.  For a description  of the earnings  multiplier  benefit rider,
please see page 11.  To find out about  availability,  check with our  Customer
Service Center.

GENERATIONS PROFILE                                    PROSPECTUS BEGINS AFTER
110929                                                 PAGE 14 OF THIS PROFILE
Your death benefit and mortality and expense risk charge depend on the category
of contract owners to which you belong and on the death benefit that you choose.
There are two categories of contract owners covered by this prospectus. For ease
of reference, they are called Pre-2001 and Yr-2001 contract owners. The category
of contract that you own is indicated in the cover letter which accompanies this
prospectus. If you are unsure which category applies to you, please call our
Customer Service Center. The telephone number is (800) 366-0066.

The following is a general description of the categories:

     Pre-2001: Contracts, whenever purchased, which offer one death benefit
               option (as approved in the state of issue at the time of
               purchase).

     Yr-2001:  Contracts purchased on or after January 2, 2001 which offer five
               death benefit options (as approved in the state of issue at the
               time of purchase).

Other than as specifically noted, this Profile and Prospectus describe the
benefits applicable to all categories of contract owners.

Subject to state availability, you may also elect, for an additional charge, one
of three other  optional  riders  offering  specified  benefits  featured in the
prospectus  for the contract.  The three  optional  benefit riders are listed on
page 13. The optional benefit riders can provide protection under certain
circumstances in the event that unfavorable  investment  performance has lowered
your value below  certain  targeted  growth.  These riders do not  guarantee the
performance of your investment portfolios. Separate charges are assessed for the
optional  riders.  Please  see  page 5 for a  description  of the  applicable
charges.  You should carefully analyze and completely evaluate each rider before
you purchase  any. Be aware that the benefit  provided by any of the riders will
be affected by certain  later  actions you may take -- such as  withdrawals  and
transfers. To find out about availability, check with our Customer Service
Center.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. The accumulation phase is the period
between the contract date and the date on which you start receiving the annuity
payments under your Contract. The amounts you accumulate during the accumulation
phase will determine the amount of annuity payments you will receive. The income
phase begins on the annuity start date, which is the date you start receiving
regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2) the
investments, (3) transfers between investments, (4) the type of annuity to be
paid after the accumulation phase, (5) the beneficiary who will receive the
death benefits, (6) the type of death benefit, and (7) the amount and frequency
of withdrawals.

110929                                 2                   GENERATIONS PROFILE
2.   YOUR ANNUITY PAYMENTS (THE INCOME PHASE)
Annuity payments are the periodic payments you will begin receiving on the
annuity start date. You may choose one of the following annuity payment options:
----------------------------------------------------------------------------------------------
                                 ANNUITY OPTIONS
     ----------------------------------------------------------------------------------------------
Option 1    Income for a fixed    Payments are made for a specified number of years to you
                 period                or your beneficiary.
     ----------------------------------------------------------------------------------------------
     Option 2    Income for life       Payments are made for the rest of your life or longer for a
                 with a period         specified period such as 10 or 20 years or until the total
                 certain               amount used to buy this option has been repaid. This option
                                       comes with an added guarantee that payments will continue to
                                       your beneficiary for the remainder of such period if you
                                       should die during the period.
     ----------------------------------------------------------------------------------------------
     Option 3    Joint life income     Payments are made for your life and the life of another
                                       person (usually your spouse).
     ----------------------------------------------------------------------------------------------
     Option 4    Annuity plan          Any other annuitization plan that we choose to offer on the
                                       annuity start date.
     ----------------------------------------------------------------------------------------------
Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments under
Option 4 may be fixed or variable. If variable and subject to the Investment
Company Act of 1940, it will comply with requirements of such Act. Once you
elect an annuity option and begin to receive payments, it cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $5,000 or more ($1,500
for a qualified Contract) up to and including age 75. You may make additional
payments of $100 or more ($50 for a qualified Contract) at any time before you
turn 85 during the accumulation phase. Under certain circumstances, we may waive
the minimum initial and additional premium payment requirement. Any initial or
additional premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior approval.

Who may purchase this Contract? The Contract may be purchased by individuals as
part of a personal retirement plan (a "non-qualified Contract"), or as a
Contract that qualifies for special tax treatment when purchased as either an
Individual Retirement Annuity (IRA) or in connection with a qualified retirement
plan (each a "qualified Contract").

IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See
"Expenses" in this profile.

The Contract is designed for people seeking long-term tax-deferred accumulation
of assets, generally for retirement or other long-term purposes. The
tax-deferred feature is more attractive to people in high federal and state tax
brackets. YOU SHOULD NOT BUY THIS CONTRACT: (1) IF YOU ARE LOOKING FOR A
SHORT-TERM INVESTMENT; (2) IF YOU CANNOT RISK GETTING BACK LESS MONEY THAN YOU
PUT IN; OR (3) YOUR ASSETS ARE ALREADY IN A PLAN WHICH PROVIDES FOR TAX-DEFERRAL
AND YOU SEE NO OTHER REASON TO PURCHASE THIS CONTRACT.

110929                                 3                   GENERATIONS PROFILE
4.   THE INVESTMENT PORTFOLIOS
You can direct your money into (1) the fixed account with guaranteed interest
periods of 6 months, and 1, 3, 5, 7 and 10 years, and/or (2) into any one or
more of the following 40 mutual fund investment portfolios through our Separate
Account B. The investment portfolios are described in the prospectuses for the
GCG Trust, the PIMCO Variable Insurance Trust, the Credit Suisse Warburg Pincus
Trust, Pilgrim Variable Insurance Trust, the Prudential Series Fund, the Pilgrim
Variable Products Trust and the ProFunds. Keep in mind that while an investment
in the fixed account earns a fixed interest rate, an investment in any
investment portfolio, depending on market conditions, may cause you to make or
lose money. The investment portfolios available under your Contract are:
THE GCG TRUST
Liquid Asset Series                Real Estate Series               Capital Growth Series
          Limited Maturity Bond Series       Value Equity Series              Capital Appreciation Series
          Core Bond Series (formerly         Investors Series                 Small Cap Series
            Global Fixed Income Series)      International Equity Series*     Mid-Cap Growth Series
          Fully Managed Series               Rising Dividends Series          Strategic Equity Series
          Total Return Series                Managed Global Series            Special Situations
          Asset Allocation Growth Series     Large Cap Value Series           Growth Series
          Equity Income Series               Hard Assets Series               Developing World Series
          All Cap Series                     Diversified Mid-Cap Series       Internet TollkeeperSM Series
          Growth and Income Series           Research Series

     THE PIMCO VARIABLE INSURANCE TRUST                CREDIT SUISSE WARBURG PINCUS TRUST
          PIMCO High Yield Bond Portfolio                   (FORMERLY WARBURG PINCUS TRUST)
          PIMCO StocksPLUS Growth                           International Equity Portfolio
               and Income Portfolio

     PILGRIM VARIABLE INSURANCE TRUST                  PRUDENTIAL SERIES FUND
          (FORMERLY ING VARIABLE INSURANCE TRUST)           Prudential Jennison Portfolio
          Pilgrim Global Brand Names Fund (formerly         SP Jennison International Growth Portfolio
               ING Global Brand Names Fund)

     PILGRIM VARIABLE PRODUCTS TRUST                   PROFUNDS
          Pilgrim VP MagnaCap Portfolio                     ProFund VP Bull Pilgrim VP SmallCap
          Opportunities Portfolio                           ProFund VP Small-Cap Pilgrim VP Growth
          Opportunities Portfolio                           ProFund VP Europe 30
* Not currently available.
     Internet TollkeeperSM is a service mark of Goldman, Sachs & Co.

RESTRICTED FUNDS. We may designate any investment option as a Restricted Fund
and limit the amount you may allocate or transfer to a Restricted Fund. We may
establish any such limitation, at our discretion, as a percentage of premium or
contract value or as a specified dollar amount and change the limitation at any
time. Currently, we have not designated any investment option as a Restricted
Fund. We may, with 30 days notice to you, designate any investment portfolio as
a Restricted Fund or change the limitations on existing contracts with respect
to new premiums added to such investment portfolio and also with respect to new
transfers to such investment portfolio. For more detailed information, see
"Restricted Funds" in the prospectus for the Contract.

110929                                 4                   GENERATIONS PROFILE
5.   EXPENSES
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts a
mortality and expense risk charge, an asset-based administrative charge and an
annual contract administrative charge of $30. We deduct the mortality and
expense risk charge and the asset-based administrative charges daily directly
from your contact value in the
investment portfolios. The mortality and expense risk charge for Yr-2001
contract owners and the asset-based administrative charge, on an annual basis,
are as follows:
-----------------------------------------------------------------------------------------------------
                                                               ENHANCED   DEATH   BENEFITS
                                           STANDARD    DEFERRED      ANNUAL
                                        DEATH BENEFIT   RATCHET     RATCHET     7% SOLUTION     MAX 7
-----------------------------------------------------------------------------------------------------
Mortality & Expense Risk Charge             1.25%        1.30%        1.50%        1.60%        1.70%
Asset-Based Administrative Charge           0.15%        0.15%        0.15%        0.15%        0.15%
                                            -----        -----        -----        -----        -----
     Total                                  1.40%        1.45%        1.65%        1.75%        1.85%
-----------------------------------------------------------------------------------------------------
Please see Appendix E of the prospectus for a description of the death benefit
and mortality and expense risk charge for Pre-2001 contract owners.

EARNINGS MULTIPLIER BENEFIT RIDER CHARGES
If you choose to purchase the earnings multiplier benefit rider, we will deduct
a separate quarterly charge for the rider on each quarterly contract anniversary
and pro rata when the rider terminates. We deduct the rider charge directly from
your contract value in the investment portfolios; if the value in the investment
portfolios is insufficient, the rider charge will be deducted from the fixed
account. The quarterly rider charge is 0.075% of the contract value (0.30%
annually).

OPTIONAL BENEFIT RIDER CHARGES

If you choose to purchase one of the other optional benefit riders we offer, we
will deduct a separate quarterly charge for the rider on each quarterly contract
anniversary and pro rata when the rider terminates. We deduct the rider charges
directly from your contract value in the investment portfolios; if the value in
the investment portfolios is insufficient, rider charges will be deducted from
the fixed account. The rider charges are as follows:

     Minimum Guaranteed Accumulation Benefit (MGAB) rider
          Waiting Period       Quarterly Charge
          --------------       ----------------
          10 Year.........     0.125% of the MGAB Charge Base*(0.50% annually)
          20 Year.........     0.125% of the MGAB Charge Base (0.50% annually)

     Minimum Guaranteed Income Benefit (MGIB) rider
          MGIB Base Rate       Quarterly Charge
          --------------       ----------------
          7%..............     0.125% of the MGIB Charge Base* (0.50% annually)

     Minimum Guaranteed Withdrawal Benefit (MGWB) rider
          Quarterly Charge
          ----------------
          0.125% of the MGWB Eligible Payment Amount* (0.50% annually)

     * See prospectus for a description.

Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.55% to 1.86% annually (see following table) of the portfolio's average
daily net asset balance.

110929                                 5                  GENERATIONS PROFILE
If you withdraw money from your Contract, or if you begin receiving annuity
payments, we may deduct a premium tax of 0%-3.5% to pay to your state.

We deduct a surrender charge if you surrender your Contract or withdraw an
amount exceeding the free withdrawal amount. The free withdrawal amount is the
total of (i) your cumulative earnings (which is your contract value less premium
payments received and prior withdrawals), and (ii) 10% of premium payments not
previously withdrawn received within 8 years prior to the date of the
withdrawal. The following table
shows the schedule of the surrender charge that will apply. The surrender charge
is a percent of each premium payment withdrawn.

     COMPLETE YEARS ELAPSED               0   1   2   3   4   5   6   7   8+
          SINCE PREMIUM PAYMENT
     SURRENDER CHARGE                     8%  7%  6%  5%  4%  3%  2%  1%  0%

The following table is designed to help you understand the Contract charges. The
"Total Annual  Insurance  Charges" column is divided into two: One part reflects
the maximum mortality and expense risk charge (based on the Max 7 Enhanced Death
Benefit),   the   asset-based   administrative   charge,   the  annual  contract
administrative  charge as 0.05% (based on an average contract value of $60,000),
the earnings  multiplier benefit rider charge of 0.30%, and the highest optional
rider charge  assumed to be 0.75%,  where the rider base is equal to the initial
premium  and  increases  by 7% each year.  The  second  part  reflects  the same
insurance charges,  but without any rider charges.  The "Total Annual Investment
Portfolio  Charges" column reflects the portfolio charges for each portfolio and
is based on actual  expenses as of December 31, 2000,  except for (i) portfolios
that  commenced  operations  during  2000 or 2001  where the  charges  have been
estimated,  and (ii)  newly  formed  portfolios  where  the  charges  have  been
estimated.  The column "Total Annual  Charges"  reflects the sum of the previous
two  columns.  The columns  under the heading  "Examples"  show you how much you
would pay under the Contract for a 1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10 (based on the Max 7
Enhanced Death Benefit). The 1 Year examples above include an 8% surrender
charge. For Years 1 and 10, the examples show the total annual charges assessed
during that time and assume that you have elected the Max 7 Enhanced Death
Benefit. For these examples, the premium tax is assumed to be 0%.

110929                                 6               GENERATIONS PROFILE
-----------------------------------------------------------------------------------------------------------------------
                                                                                                EXAMPLES:
                                                                                                ---------
                               TOTAL ANNUAL                     TOTAL ANNUAL           TOTAL CHARGES AT THE END OF:
                            INSURANCE CHARGES                      CHARGES              1 YEAR             10 YEARS
                             ----------------                 ----------------      --------------      --------------
                             WITH        W/O    TOTAL ANNUAL   WITH       W/O        WITH      W/O       WITH      W/O
                              THE        ANY     INVESTMENT    THE        ANY        THE       ANY       THE       ANY
                             RIDER      RIDER    PORTFOLIO    RIDER      RIDER      RIDER     RIDER     RIDER     RIDER
INVESTMENT PORTFOLIO        CHARGES     CHARGE    CHARGES    CHARGES     CHARGE    CHARGES   CHARGE    CHARGES   CHARGE
-----------------------------------------------------------------------------------------------------------------------
THE GCG TRUST
Liquid Asset                 2.95%      1.90%      0.55%      3.50%      2.45%      $115      $105      $377      $279
-----------------------------------------------------------------------------------------------------------------------
Limited Maturity Bond        2.95%      1.90%      0.55%      3.50%      2.45%      $115      $105      $377      $279
-----------------------------------------------------------------------------------------------------------------------
Core Bond                    2.95%      1.90%      1.01%      3.96%      2.91%      $120      $109      $417      $323
-----------------------------------------------------------------------------------------------------------------------
Fully Managed                2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Total Return                 2.95%      1.90%      0.89%      3.84%      2.79%      $119      $108      $407      $312
-----------------------------------------------------------------------------------------------------------------------
Asset Allocation Growth      2.95%      1.90%      1.01%      3.96%      2.91%      $120      $109      $417      $323
-----------------------------------------------------------------------------------------------------------------------
Equity Income                2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
All Cap                      2.95%      1.90%      1.01%      3.96%      2.91%      $120      $109      $417      $323
-----------------------------------------------------------------------------------------------------------------------
Growth and Income            2.95%      1.90%      1.11%      4.06%      3.01%      $121      $110      $426      $333
-----------------------------------------------------------------------------------------------------------------------
Real Estate                  2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Value Equity                 2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Investors                    2.95%      1.90%      1.01%      3.96%      2.91%      $120      $109      $417      $323
-----------------------------------------------------------------------------------------------------------------------
International Equity         2.95%      1.90%      1.26%      4.21%      3.16%      $122      $112      $438      $347
-----------------------------------------------------------------------------------------------------------------------
Rising Dividends             2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Managed Global               2.95%      1.90%      1.26%      4.21%      3.16%      $122      $112      $438      $347
-----------------------------------------------------------------------------------------------------------------------
Large Cap Value              2.95%      1.90%      1.01%      3.96%      2.91%      $120      $109      $417      $323
-----------------------------------------------------------------------------------------------------------------------
Hard Assets                  2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Diversified Mid-Cap          2.95%      1.90%      1.01%      3.96%      2.91%      $120      $109      $417      $323
-----------------------------------------------------------------------------------------------------------------------
Research                     2.95%      1.90%      0.89%      3.84%      2.79%      $119      $108      $407      $312
-----------------------------------------------------------------------------------------------------------------------
Capital Growth               2.95%      1.90%      1.00%      3.95%      2.90%      $120      $109      $416      $322
-----------------------------------------------------------------------------------------------------------------------
Capital Appreciation         2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Small Cap                    2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Mid-Cap Growth               2.95%      1.90%      0.89%      3.84%      2.79%      $119      $108      $407      $312
-----------------------------------------------------------------------------------------------------------------------
Strategic Equity             2.95%      1.90%      0.95%      3.90%      2.85%      $119      $109      $412      $318
-----------------------------------------------------------------------------------------------------------------------
Special Situations           2.95%      1.90%      1.11%      4.06%      3.01%      $121      $110      $426      $333
-----------------------------------------------------------------------------------------------------------------------
Growth                       2.95%      1.90%      1.00%      3.95%      2.90%      $120      $109      $416      $322
-----------------------------------------------------------------------------------------------------------------------
Developing World             2.95%      1.90%      1.76%      4.71%      3.66%      $127      $117      $478      $391
-----------------------------------------------------------------------------------------------------------------------
Internet Tollkeeper          2.95%      1.90%      1.86%      4.81%      3.76%      $128      $118      $486      $400
-----------------------------------------------------------------------------------------------------------------------

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond        2.95%      1.90%      0.75%      3.70%      2.65%      $117      $107      $395      $298
-----------------------------------------------------------------------------------------------------------------------
PIMCO StocksPLUS
     Growth and Income       2.95%      1.90%      0.65%      3.60%      2.55%      $116      $106      $386      $289
-----------------------------------------------------------------------------------------------------------------------

CREDIT SUISSE WARBURG PINCUS TRUST
International Equity         2.95%      1.90%      1.31%      4.26%      3.21%      $120      $112      $421     $3451

PILGRIM VARIABLE INSURANCE TRUST
-----------------------------------------------------------------------------------------------------------------------
Pilgrim Global
     Brand Names             2.95%      1.90%      1.23%      4.18%      3.13%      $122      $112      $436      $344
-----------------------------------------------------------------------------------------------------------------------

THE PRUDENTIAL SERIES FUND
Prudential Jennison          2.95%      1.90%      1.04%      3.99%      2.94%      $120      $110      $420      $326
-----------------------------------------------------------------------------------------------------------------------
SP Jennison
     International Growth    2.95%      1.90%      1.64%      4.59%      3.54%      $126      $116      $469      $381
-----------------------------------------------------------------------------------------------------------------------
110929                                 7                   GENERATIONS PROFILE
-----------------------------------------------------------------------------------------------------------------------
                                                                                                EXAMPLES:
                                                                                                ---------
                               TOTAL ANNUAL                     TOTAL ANNUAL           TOTAL CHARGES AT THE END OF:
                            INSURANCE CHARGES                      CHARGES              1 YEAR             10 YEARS
                             ----------------                 ----------------      --------------      --------------
                             WITH        W/O    TOTAL ANNUAL   WITH       W/O        WITH      W/O       WITH      W/O
                              THE        ANY     INVESTMENT    THE        ANY        THE       ANY       THE       ANY
                             RIDER      RIDER    PORTFOLIO    RIDER      RIDER      RIDER     RIDER     RIDER     RIDER
INVESTMENT PORTFOLIO        CHARGES     CHARGE    CHARGES    CHARGES     CHARGE    CHARGES   CHARGE    CHARGES   CHARGE
-----------------------------------------------------------------------------------------------------------------------
PILGRIM VARIABLE PRODUCTS TRUST
Pilgrim VP MagnaCap          2.95%      1.90%      1.10%      4.05%      3.00%      $121      $110      $425      $332
-----------------------------------------------------------------------------------------------------------------------
Pilgrim VP SmallCap
     Opportunities           2.95%      1.90%      1.10%      4.05%      3.00%      $121      $110      $425      $332
-----------------------------------------------------------------------------------------------------------------------
Pilgrim VP Growth
     Opportunities           2.95%      1.90%      1.10%      4.05%      3.00%      $121      $110      $425      $332

PROFUNDS
-----------------------------------------------------------------------------------------------------------------------
ProFund VP Bull              2.95%      1.90%      1.80%      4.75%      3.70%      $128      $117      $481      $395
-----------------------------------------------------------------------------------------------------------------------
ProFund VP Small-Cap         2.95%      1.90%      1.80%      4.75%      3.70%      $128      $117      $481      $395
-----------------------------------------------------------------------------------------------------------------------
ProFund VP Europe 30         2.95%      1.90%      1.75%      4.70%      3.65%      $127      $117      $477      $391
-----------------------------------------------------------------------------------------------------------------------
The "Total Annual Investment Portfolio Charges" column above reflects current
expense reimbursements for applicable investment portfolios. For more detailed
information, see "Fees and Expenses" in the prospectus for the Contract.

6.   TAXES
Under a qualified Contract, your premiums are generally pre-tax contributions
and accumulate on a tax-deferred basis. Premiums and earnings are generally
taxed as income when you make a withdrawal or begin receiving annuity payments,
presumably when you are in a lower tax bracket.

Under a non-qualified Contract, premiums are paid with after-tax dollars, and
any earnings will accumulate tax-deferred. You will generally be taxed on these
earnings, but not on premiums, when you make a withdrawal or begin receiving
annuity payments.

For owners of most qualified Contracts, when you reach age 70 1/2 (or, in some
cases, retire), you will be required by federal tax laws to begin receiving
payments from your annuity or risk paying a penalty tax. In those cases, we can
calculate and pay you the minimum required distribution amounts at your request.

If you are younger than 59 1/2 when you take money out, in most cases, you will
be charged a 10% federal penalty tax on the taxable amount withdrawn.

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase. You may
elect in advance to take systematic withdrawals which are described on page
14. Withdrawals above the free withdrawal amount may be subject to a surrender
charge. We will apply a market value adjustment if you withdraw your money from
the fixed account more than 30 days before the applicable maturity date. Income
taxes and a penalty tax may apply to amounts withdrawn.

8.   PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart shows average
annual total return for each portfolio that was in operation for the entire year
of 2000. These numbers reflect the deduction of the mortality and expense risk
charge (based on the Max 7 Enhanced Death Benefit), the asset-based
administrative charge, the annual contract fee, the earnings multiplier benefit
rider charge and the maximum optional benefit rider charge on a rider base that
accumulates at 7%, but do not reflect deductions for any surrender charges. If
surrender charges were

110929                                 8                   GENERATIONS PROFILE
reflected, they would have the effect of reducing performance. Please keep in
mind that past performance is not a guarantee of future results.
--------------------------------------------------------------------------------------------------------
                                                                                    CALENDAR YEAR
     INVESTMENT PORTFOLIO                                                 2000           1999          1998
     --------------------------------------------------------------------------------------------------------
Managed by A I M Capital Management, Inc.
          Capital Appreciation(1)                                        -17.55%        21.35%          9.67%
          Strategic Equity(2)                                            -14.80%        52.15%         -1.89%

     --------------------------------------------------------------------------------------------------------
     Managed by Alliance Capital Management L.P.
          Capital Growth(2)                                              -19.41%        22.22%          8.98%
     --------------------------------------------------------------------------------------------------------

     Managed by Baring International Investment Limited
          Developing World(2)                                            -35.68%        57.50%            --
          Hard Assets(2)                                                  -7.34%        20.13%        -31.60%

     --------------------------------------------------------------------------------------------------------
     Managed by Capital Guardian Trust Company
          Managed Global(3)                                              -16.90%        59.04%         25.92%
          Small Cap(3)                                                   -20.47%        46.69%         17.78%
     --------------------------------------------------------------------------------------------------------

     Managed by Eagle Asset Management, Inc.
          Value Equity                                                     5.86%        -2.20%         -1.21%

     --------------------------------------------------------------------------------------------------------
     Managed by ING Investment Management, LLC
          Limited Maturity Bond                                            4.85%        -1.58%          4.00%
          Liquid Asset                                                     3.22%         1.93%          2.24%
     --------------------------------------------------------------------------------------------------------

     Managed by Janus Capital Corporation
          Growth(2)                                                      -24.13%        73.58%         23.49%

     --------------------------------------------------------------------------------------------------------
     Managed by Kayne Anderson Rudnick Investment Management, LLC
          Rising Dividends                                                -4.76%        12.80%         11.10%
     --------------------------------------------------------------------------------------------------------

     Managed by Massachusetts Financial Services Company
          Mid-Cap Growth                                                   5.34%        74.44%         19.57%
          Research                                                        -7.10%        20.93%         19.81%
          Total Return                                                    13.41%         0.59%          8.62%

     --------------------------------------------------------------------------------------------------------
     Managed By Pacific Investment Management Company
          Core Bond(5)                                                    -1.78%       -11.13%          8.87%
     --------------------------------------------------------------------------------------------------------

     Managed by The Prudential Investment Corporation
          Real Estate(4)                                                  27.57%        -6.42%        -15.84%

     --------------------------------------------------------------------------------------------------------
     Managed by T. Rowe Price Associates, Inc.
          Equity Income(2)                                                 9.90%        -3.41%          5.36%
          Fully Managed                                                   18.74%         4.06%          3.06%
     --------------------------------------------------------------------------------------------------------

     Managed By Pacific Investment Management Company
          PIMCO High Yield Bond                                           -3.55%         0.24%            --
          PIMCO StocksPLUS Growth and Income                             -11.95%        16.67%            --

     --------------------------------------------------------------------------------------------------------
     Managed by Credit Suisse Asset Management, LLC
          International Equity                                           -27.98%        49.42%          2.53%
     --------------------------------------------------------------------------------------------------------
------------------------

     (1)  Prior to April 1, 1999, a different firm managed the Portfolio.
     (2)  Prior to March 1, 1999, a different firm managed the Portfolio.
     (3)  Prior to February 1, 2000, a different firm managed the Portfolio.
     (4)  Prior to May 1, 2000, a different firm managed the Portfolio.

     (5)  Prior to May 1, 2001, a different firm managed the Portfolio using a
          different investment style.

110929                                 9                   GENERATIONS PROFILE
9.   DEATH BENEFIT
The death benefit, and earnings multiplier benefit, if elected, is payable when
the first of the following persons dies: the contract owner, joint owner, or
annuitant (if a contract owner is not an individual). Assuming you are the
contract owner, if you die during the accumulation phase, your beneficiary will
receive a death benefit unless the beneficiary is your surviving spouse and
elects to continue the Contract. The death benefit paid depends on the death
benefit you have chosen. The death benefit value is calculated at the close of
the business day on which we receive written notice and due proof of death, as
well as required claim forms, at our Customer Service Center. If your
beneficiary elects to delay receipt of the death benefit until a date after the
time of your death, the amount of the benefit payable in the future may be
affected. If you die after the annuity start date and you are the annuitant,
your beneficiary will receive the death benefit you chose under the annuity
option then in effect.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

THE FOLLOWING IS A DESCRIPTION OF THE DEATH BENEFIT OPTIONS FOR CONTRACT OWNERS
IN YR-2001. IF YOU ARE A PRE-2001 CONTRACT OWNER, PLEASE SEE APPENDIX E TO THE
PROSPECTUS FOR A DESCRIPTION OF THE CALCULATION OF DEATH BENEFITS APPLICABLE TO
YOUR CONTRACT. IF YOU ARE UNSURE OF WHICH CATEGORY APPLIES TO YOU, PLEASE CALL
OUR CUSTOMER SERVICE CENTER.

You may choose one of the following Death Benefits: (i) the Standard Death
Benefit, (ii) the Deferred Ratchet Enhanced Death Benefit, (iii) the 7% Solution
Enhanced Death Benefit, (iv) the Annual Ratchet Enhanced Death Benefit, or
(v) the Max 7 Enhanced Death Benefit. The Deferred Ratchet, 7% Solution, Annual
Ratchet and Max 7 Enhanced Death Benefits may not be available where a
Contract is held by joint owners.

Base Death Benefit. We use the Base Death Benefit to help determine the minimum
death benefit payable under each of the death benefit options described
below. You do not elect the Base Death Benefit. The Base Death Benefit is equal
to the greater of:

     1)   the contract value; and

     2)   the cash surrender value.

The STANDARD DEATH BENEFIT equals the GREATER of the Base Death Benefit and the
SUM of 1) and 2), where:

     1)   is the contract value allocated to Special Funds; and

     2)   is the Standard Minimum Guaranteed Death Benefit for amounts allocated
          to Non-Special Funds as further described in the prospectus.

ENHANCED DEATH BENEFIT OPTIONS. Under the Enhanced Death Benefit options, if you
die before the annuity start date, your beneficiary will receive the greater of
the Base Death Benefit and the Enhanced Death Benefit option elected. For
purposes of calculating the Enhanced Death Benefits, certain investment
portfolios and the Fixed Account are designated as "Special Funds." In addition
to the Fixed Account, the investment portfolios designated currently as Special
Funds are the Liquid Asset Portfolio and the Limited Maturity Bond Portfolio.
Selecting a Special Fund may limit or reduce the enhanced death benefit. You
will automatically receive the Standard Death Benefit unless you elect one of
the enhanced death benefit options. The enhanced death benefits are available
only at the time you purchase your Contract. The enhanced death benefits are not
available where a Contract is owned by joint owners. Once you choose a death
benefit, it cannot be changed. We may in the future stop or suspend offering any
of the enhanced death benefit options to new Contracts. A change in ownership of
the Contract may affect the amount of the death benefit and the enhanced death
benefit. The MGWB rider may also affect the death benefit. See "Minimum
Guaranteed Withdrawal Benefit (MGWB) Rider -- Death Benefit during Automatic
Periodic Benefit Status."

Each of the enhanced death benefit options is based on a minimum guaranteed
death benefit for that option. Please see "Death Benefit Choices" in the
prospectus for details on the calculation of the minimum

110929                               10                    GENERATIONS PROFILE
guaranteed death benefit for each enhanced death benefit and further details on
the effect of withdrawals and transfers on the calculation of the enhanced death
benefits.

The DEFERRED RATCHET ENHANCED DEATH BENEFIT equals the GREATER of.

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the
          Deferred Ratchet Minimum Guaranteed Death Benefit for amounts
          allocated to Non-Special Funds.

The ANNUAL RATCHET ENHANCED DEATH BENEFIT equals the GREATER of:

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the
          Annual Ratchet Minimum Guaranteed Death Benefit for amounts allocated
          to Non-Special Funds as further described in the prospectus.

The 7% SOLUTION ENHANCED DEATH BENEFIT, equals the GREATER of:

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the 7%
          Solution Minimum Guaranteed Death Benefit for amounts allocated to
          Non-Special Funds as further described in the prospectus.

The MAX 7 ENHANCED DEATH BENEFIT equals the GREATER of the 7% Solution Enhanced
Death Benefit and the Annual Ratchet Enhanced Death Benefit.

Under this benefit option, the 7% Solution Enhanced Death Benefit and the Annual
Ratchet Enhanced Death Benefit are calculated in the same manner as if each were
the elected benefit.

Note:  In all cases described above, the amount of the death benefit could be
       reduced by premium taxes owed and withdrawals not previously deducted.
       The enhanced death benefits may not be available in all states.

We may, with 30 days notice to you, designate any investment portfolio as a
Special Fund on existing contracts with respect to new premiums added to such
investment portfolio and also with respect to new transfers to such investment
portfolio. Keep in mind that selecting a Special Fund may limit or reduce the
Enhanced Death Benefit.

For the period during which a portion of the contract value is allocated to a
Special Fund, we may, at our discretion, reduce the mortality and expense risk
charge attributable to that portion of the contract value. The reduced mortality
and expense risk charge will be applicable only during the period contract value
is allocated to a Special Fund.

EARNINGS MULTIPLIER BENEFIT RIDER. The earnings multiplier benefit rider is an
optional rider that provides a separate death benefit in addition to the death
benefit provided under the death benefit options described above. The rider is
subject to state availability and is available only for non-qualified Contracts.
It is not available if the Contract is owned by joint owners. It may be added at
issue of the Contract or on the next contract anniversary following introduction
of the rider in a state, if later. The rider provides a benefit equal to a
percentage of the gain under the Contract, up to a gain equal to 150% of net
premiums. Currently, where the rider is added at issue, the earnings multiplier
benefit is equal to 55% (30% for issue ages 70 and above) of the lesser of: 1)
150% of premiums adjusted for withdrawals; and 2) the contract value on the date
we receive written notice and due proof of death, as well as required claims
forms, minus premiums adjusted for withdrawals. If the rider is added to a
Contract after issue, the earnings multiplier benefit is equal to 55% (30% for
issue ages 70 and above) of the lesser of: 1) 150% of the contract value on the
rider effective date, plus subsequent premiums adjusted for subsequent
withdrawals; and 2) the contract value on the date we receive written notice and
due proof of death, as well as required claims forms, minus the contract value
on the rider effective date, minus subsequent premiums adjusted for subsequent
withdrawals. The

110929                                11                   GENERATIONS PROFILE
adjustment to the benefit for withdrawals is pro rata, meaning that the benefit
will be reduced by the proportion that the withdrawal bears to the contract
value at the time of the withdrawal.

There is an extra  charge  for this  feature  and once  selected,  it may not be
revoked.  The earnings  multiplier  benefit  rider does not provide a benefit if
there is no gain under the  Contract.  As such,  the Company  would  continue to
assess a charge for the rider,  even though no benefit would be payable at death
under the rider if there are no gains  under the  Contract.  Please see page 5
for a description of the earnings multiplier benefit rider charge.

10.  OTHER INFORMATION
     FREE LOOK. If you cancel the Contract within 10 days after you receive it,
you will receive a refund of the adjusted contract value. We determine your
contract value at the close of business on the day we receive your written
refund request. For purposes of the refund during the free look period, (i) we
adjust your contract value for any market value adjustment (if you have invested
in the fixed account), and (ii) then we include a refund of any charges deducted
from your contract value. Because of the market risks associated with investing
in the portfolios and the potential positive or negative effect of the market
value adjustment, the contract value returned may be greater or less than the
premium payment you paid. Some states require us to return to you the amount of
the paid premium (rather than the contract value) in which case you will not be
subject to investment risk during the free look period. Also, in some states,
you may be entitled to a longer free look period.

     TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make
transfers among your investment portfolios and your investment in the fixed
account as frequently as you wish without any current tax implications. The
minimum amount for a transfer is $100. There is currently no charge for
transfers, and we do not limit the number of transfers allowed. The Company may,
in the future, charge a $25 fee for any transfer after the twelfth transfer in a
contract year or limit the number of transfers allowed. Keep in mind that if you
transfer or otherwise withdraw your money from the fixed account more than 30
days before the applicable maturity date, we will apply a market value
adjustment. A market value adjustment could increase or decrease your contract
value and/or the amount you transfer or withdraw. Keep in mind that transfers
between Special Funds and Non-Special Funds will impact your death benefit and
benefits under an optional benefit rider, if any. Also, a transfer to a
Restricted Fund will not be permitted to the extent that it would increase the
contract value in the Restricted Fund to more than the applicable limits
following the transfer. Transfers from Restricted Funds are not limited. If the
result of multiple transfers is to lower the percentage of total contract value
in the Restricted Fund, the reallocation will be permitted even if the
percentage of contract value in the Restricted Fund is greater than the limit.
See "Restricted Funds" in the prospectus for more information.

     NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate. See
"Federal Tax Considerations -- Taxation of Death Benefit Proceeds" in the
prospectus for the Contract.

     OPTIONAL RIDERS. For Yr-2001 Contracts and subject to state availability,
you may purchase one of three optional benefit riders for an additional charge.
You may not add more than one of these three riders to your Contract. There is a
separate charge for each rider. Once elected, the riders generally may not be
cancelled. This means once added the rider may not be removed and charges will
be assessed regardless of the performance of your Contract.

          Minimum Guaranteed Accumulation Benefit (MGAB) Rider. The MGAB is an
     optional benefit which offers you the ability to receive a one-time
     adjustment to your contract value in the event your contract value
     on a specified date is below the MGAB rider guarantee. When
     added at issue, the MGAB rider guarantees that your contract value will at
     least equal your initial premium payment at the end of ten years, or, at
     least equal two times your initial premium payment at the end of twenty
     years, depending on the waiting period you select, reduced pro rata for
     withdrawals and certain transfers. The MGAB rider offers a ten-year option
     and a twenty-year option, of which you may purchase only one. Investment in
     Special Funds may limit or reduce the benefits provided under the rider. As
     is more fully described in the prospectus, rider benefits are generally
     based on the contract value for allocations to

110929                                12                   GENERATIONS PROFILE
Special Funds. The MGAB
     rider may offer you protection in the event of a lower contract value that
     may result from unfavorable investment performance of your Contract. There
     are exceptions, conditions, eligibility requirements, and important
     considerations associated with the MGAB rider. See "Optional Riders" in the
     prospectus for more complete information.

          Minimum Guaranteed Income Benefit (MGIB) Rider. The MGIB rider is an
     optional benefit which guarantees a minimum amount of income that will be
     available to you upon annuitization, regardless of fluctuating market
     conditions. Ordinarily, the amount of income that will be available to you
     upon annuitization is based upon your contract value, the annuity option
     you selected and the guaranteed or then current income factors in effect.
     If you purchase the MGIB rider, the minimum amount of income that will be
     available to you upon annuitization on the MGIB Benefit Date is the greater
     of the amounts that are ordinarily available to you under your Contract and
     the MGIB annuity benefit, which is based on your MGIB Base, the MGIB
     annuity option you selected and the MGIB guaranteed income factors
     specified in your rider. Your MGIB Base generally depends on the amount of
     premiums you pay during the first five contract years after you purchase
     the rider, and when you pay the premiums, accumulated at the MGIB rate,
     less pro rata adjustments for withdrawals and transfers. Investment in
     Special Funds may limit or reduce the benefits provided under the rider. As
     is more fully described in the prospectus, rider benefits are generally
     based on the contract value for allocations to Special Funds. There are
     exceptions, conditions, eligibility requirements, and important
     considerations associated with the MGIB rider. You should read the
     prospectus for more complete information.

          Minimum Guaranteed Withdrawal Benefit (MGWB) Rider. The MGWB rider is
     an optional benefit which guarantees that you will receive annual periodic
     payments, which, when added together, equal all premium payments paid
     during the first two contract years, less adjustments for any prior
     withdrawals and adjusted by transfers to Special Funds. If your contract
     value is reduced to zero, your periodic payments will be 7% of your
     Eligible Payment Amount every year. (Of course, any applicable income and
     penalty taxes will apply to amounts withdrawn.) Your original Eligible
     Payment Amount is your premium payments received during the first two
     contract years. Withdrawals that you make in excess of the above periodic
     payment amount may substantially reduce the guarantee. Investment in
     Special Funds may limit or reduce the benefits provided under the rider. As
     is more fully described in the prospectus, rider benefits are generally
     based on the contract value for allocations to Special Funds. There are
     exceptions, conditions, eligibility requirements, and important
     considerations associated with the MGWB rider. You should read the
     prospectus for more complete information.

ADDITIONAL FEATURES. This Contract has other features you may be interested in.
These include:

          Dollar Cost Averaging. This is a program that allows you to invest a
     fixed amount of money in the investment portfolios each month, which may
     give you a lower average cost per unit over time than a single one-time
     purchase. Dollar cost averaging requires regular investments regardless of
     fluctuating price levels, and does not guarantee profits or prevent losses
     in a declining market. This option is currently available only if you have
     $1,200 or more in the Limited Maturity Bond or the Liquid Asset investment
     portfolios or in the fixed account with either a 6-month or 1-year
     guaranteed interest period. Transfers from the fixed account under this
     program will not be subject to a market value adjustment. If you invest in
     Restricted Funds, your ability to dollar cost average may be limited.
     Please see "Transfers Among Your Investments" in the prospectus for more
     complete information.

          Systematic Withdrawals. During the accumulation phase, you can arrange
     to have money sent to you at regular intervals throughout the year. Within
     limits these withdrawals will not result in any surrender charge.
     Withdrawals from your money in the fixed account under this program are not
     subject to a market value adjustment. Of course, any applicable income and
     penalty taxes will apply on
     amounts withdrawn. If you invest in Restricted Funds, your systematic
     withdrawals may be affected. Please see "Withdrawals" in the prospectus for
     more complete information.

          Automatic Rebalancing. If your contract value is $10,000 or more, you
     may elect to have the Company automatically readjust the money between your
     investment portfolios periodically to keep the blend you select.
     Investments in the fixed account are not eligible for automatic
     rebalancing. If you

110929                                13                   GENERATIONS PROFILE
invest in Restricted Funds, automatic rebalancing may
     be affected. Please see "Transfers Among Your Investments" in the
     prospectus for more complete information.

11.  INQUIRIES
If you need more information after reading this profile and the prospectus,
please contact us at:

     CUSTOMER SERVICE CENTER
     P.O. BOX 2700
     WEST CHESTER, PENNSYLVANIA 19380
     (800) 366-0066

or your registered representative.

110929                                14                   GENERATIONS PROFILE
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--------------------------------------------------------------------------------
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

           DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS

                           GOLDENSELECT GENERATIONS/R/
--------------------------------------------------------------------------------

                                                              SEPTEMBER 4, 2001
          This prospectus describes GoldenSelect Generations, a group and
     individual deferred variable annuity contract (the "Contract") offered by
     Golden American Life Insurance Company (the "Company," "we" or "our"). The
     Contract is available in connection with certain retirement plans that
     qualify for special federal income tax treatment ("qualified Contracts") as
     well as those that do not qualify for such treatment ("non-qualified
     Contracts").

          The Contract provides a means for you to invest your premium payments
     in one or more of 39 mutual fund investment portfolios. You may also
     allocate premium payments to our Fixed Account with guaranteed interest
     periods. Your contract value will vary daily to reflect the investment
     performance of the investment portfolio(s) you select and any interest
     credited to your allocations in the Fixed Account. The investment
     portfolios available under your Contract and the portfolio managers are
     listed on the back of this cover.

          We will credit your Fixed Interest Allocation(s) with a fixed rate of
     interest. We set the interest rates periodically. We will not set the
     interest rate to be less than a minimum annual rate of 3%. You may choose
     guaranteed interest periods of 6 months, and 1, 3, 5, 7 and 10 years. The
     interest earned on your money as well as your principal is guaranteed as
     long as you hold them until the maturity date. If you take your money out
     from a Fixed Interest Allocation more than 30 days before the applicable
     maturity date, we will apply a market value adjustment ("Market Value
     Adjustment"). A Market Value Adjustment could increase or decrease your
     contract value and/or the amount you take out. You bear the risk that you
     may receive less than your principal if we take a Market Value Adjustment.
     For Contracts sold in some states, not all Fixed Interest Allocations or
     subaccounts are available. You have a right to return a Contract within 10
     days after you receive it for a refund of the adjusted contract value
     (which may be more or less than the premium payments you paid), or if
     required by your state, the original amount of your premium payment. Longer
     free look periods apply in some states and in certain situations.

          This prospectus provides information that you should know before
     investing and should be kept for future reference. A Statement of
     Additional Information ("SAI"), dated, May 1, 2001, has been filed with the
     Securities and Exchange Commission ("SEC"). It is available without charge
     upon request. To obtain a copy of this document, write to our Customer
     Service Center at P.O. Box 2700, West Chester, Pennsylvania 19380 or call
     (800) 366-0066, or access the SEC's website (http://www.sec.gov). The table
     of contents of the SAI is on the last page of this prospectus and the SAI
     is made part of this prospectus by reference.

     THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
     THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
     REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     AN INVESTMENT IN THE SUBACCOUNTS THROUGH THE GCG TRUST, THE PIMCO VARIABLE
     INSURANCE TRUST, THE CREDIT SUISSE WARBURG PINCUS TRUST, PILGRIM VARIABLE
     INSURANCE TRUST, THE PRUDENTIAL SERIES FUND, THE PILGRIM VARIABLE PRODUCTS
     TRUST OR THE PROFUNDS IS NOT A BANK DEPOSIT AND IS NOT INSURED OR
     GUARANTEED BY ANY BANK OR BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
     ANY OTHER GOVERNMENT AGENCY.

     THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG
     TRUST, THE PIMCO VARIABLE INSURANCE TRUST, THE CREDIT SUISSE WARBURG PINCUS
     TRUST, PILGRIM VARIABLE INSURANCE TRUST, THE PRUDENTIAL SERIES FUND, THE
     PILGRIM VARIABLE PRODUCTS TRUST AND THE PROFUNDS.

--------------------------------------------------------------------------------
       A LIST OF THE INVESTMENT PORTFOLIOS AND THE MANAGERS ARE LISTED ON
                            THE BACK OF THIS COVER.
--------------------------------------------------------------------------------

GENERATIONS-110929
The investment portfolios available under your Contract and the portfolio
managers are:

A I M CAPITAL MANAGEMENT, INC.
     Capital Appreciation Series
     Strategic Equity Series

ALLIANCE CAPITAL MANAGEMENT L. P.
     Capital Growth Series

BARING INTERNATIONAL INVESTMENT LIMITED
   (AN AFFILIATE)
     Developing World Series
     Hard Assets Series

CAPITAL GUARDIAN TRUST COMPANY
     Large Cap Value Series
     Managed Global Series
     Small Cap Series

EAGLE ASSET MANAGEMENT, INC
     Value Equity Series

FIDELITY MANAGEMENT & RESEARCH COMPANY
     Asset Allocation Growth Series
     Diversified Mid-Cap Series

GOLDMAN SACHS ASSET MANAGEMENT
     Internet TollkeeperSM Series

ING INVESTMENT MANAGEMENT, LLC
   (AN AFFILIATE)
     Limited Maturity Bond Series
     Liquid Asset Series

ING PILGRIM INVESTMENTS, LLC (AN AFFILIATE)
     International Equity Series*

JANUS CAPITAL CORPORATION
     Growth Series
     Growth and Income Series
     Special Situations Series

KAYNE ANDERSON RUDNICK INVESTMENT
   MANAGEMENT, LLC
     Rising Dividends Series

MASSACHUSETTS FINANCIAL SERVICES COMPANY
     Mid-Cap Growth Series
     Research Series
     Total Return Series

PACIFIC INVESTMENT MANAGEMENT COMPANY
     Core Bond Series
       (formerly Global Fixed Income Series)

PRUDENTIAL INVESTMENT CORPORATION
     Real Estate Series

SALOMON BROTHERS ASSET MANAGEMENT, INC
     All Cap Series
     Investors Series

T. ROWE PRICE ASSOCIATES, INC.
     Equity Income Series
     Fully Managed Series

PACIFIC INVESTMENT MANAGEMENT COMPANY
     PIMCO High Yield Bond Portfolio
     PIMCO StocksPLUS Growth and Income Portfolio

ING INVESTMENT MANAGEMENT ADVISORS B.V.
   (AN AFFILIATE)
     Pilgrim Global Brand Names Fund (formerly
        ING Global Band Names Fund)

JENNISON ASSOCIATES LLC
     Prudential Jennison Portfolio
     SP Jennison International Growth Portfolio

ING PILGRIM INVESTMENTS, LLC (AN AFFILIATE)
     Pilgrim VP Growth Opportunities Portfolio
     Pilgrim VP MagnaCap Portfolio
     Pilgrim VP SmallCap Opportunities Portfolio

PROFUND ADVISORS LLC
     ProFund VP Bull
     ProFund VP Europe 30
     ProFund VP Small-Cap

     * Not currently available.
     Internet TollkeeperSM Series is a service mark of Goldman, Sachs & Co.

     The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B. We refer to the divisions as
"subaccounts" and the money you place in the Fixed Account's guaranteed interest
periods as "Fixed Interest Allocations" in this prospectus.

GENERATIONS-110929
--------------------------------------------------------------------------------
                                TABLE OF CONTENTS
--------------------------------------------------------------------------------

                                                                            PAGE

     Index of Special Terms ................................................   1
     Fees and Expenses .....................................................   2
     Performance Information ...............................................  12
          Accumulation Unit ................................................  12
          Net Investment Factor ............................................  12
          Condensed Financial Information ..................................  12
          Financial Statements .............................................  12
          Performance Information ..........................................  12
     Golden American Life Insurance Company ................................  13
     The Trusts ............................................................  14
     Golden American Separate Account B ....................................  15
     The Investment Portfolios .............................................  16
          Investment Objectives ............................................  16
          Investment Management Fees .......................................  20
          Restricted Funds .................................................  22
     The Fixed Interest Allocation .........................................  23
          Selecting a Guaranteed Interest Period ...........................  23
          Guaranteed Interest Rates ........................................  23
          Transfers from a Fixed Interest Allocation .......................  24
          Withdrawals from a Fixed Interest Allocation .....................  24
          Market Value Adjustment ..........................................  25
     Special Funds .........................................................  26
     The Annuity Contract ..................................................  26
          Contract Date and Contract Year ..................................  26
          Annuity Start Date ...............................................  26
          Contract Owner ...................................................  26
          Annuitant ........................................................  27
          Beneficiary ......................................................  27
          Purchase and Availability of the Contract ........................  28
          Crediting of Premium Payments ....................................  29
          Administrative Procedures ........................................  30
          Contract Value ...................................................  30
          Cash Surrender Value .............................................  30
          Surrendering to Receive the Cash Surrender Value .................  31
          The Subaccounts ..................................................  31
          Addition, Deletion or Substitution of Subaccounts and
               Other Changes ...............................................  31
          The Fixed Account ................................................  31
          Optional Riders ..................................................  31
          Rider Date .......................................................  32
          No Cancellation ..................................................  32
          Termination ......................................................  32
          Minimum Guaranteed Accumulation Benefit Rider ....................  32
          Minimum Guaranteed Income Benefit Rider ..........................  34
          Minimum Guaranteed Withdrawal Benefit Rider ......................  36
          Other Contracts ..................................................  39
          Other Important Provisions .......................................  39
     Withdrawals ...........................................................  39
          Regular Withdrawals ..............................................  39
          Systematic Withdrawals ...........................................  39
          IRA Withdrawals ..................................................  41

GENERATIONS-110929                     i
--------------------------------------------------------------------------------
                          TABLE OF CONTENTS (CONTINUED)
--------------------------------------------------------------------------------

                                                                            PAGE

     Transfers Among Your Investments ......................................  42
          Transfers by Third Parties .......................................  42
          Dollar Cost Averaging ............................................  43
          Automatic Rebalancing ............................................  44
     Death Benefit Choices .................................................  45
               Death Benefit During the Accumulation Phase .................  45
               Standard Death Benefit ......................................  46
               Enhanced Death Benefit Options ..............................  46
               Earnings Multiplier Benefit Option...........................  49
          Death Benefit During the Income Phase ............................  49
          Continuation After Death- Spouse .................................  49
          Continuation After Death- Non-Spouse .............................  50
          Required Distributions upon Contract Owner's Death ...............  50
     Charges and Fees ......................................................  51
          Charge Deduction Subaccount ......................................  51
          Charges Deducted from the Contract Value .........................  51
               Surrender Charge ............................................  51
               Waiver of Surrender Charge for Extended Medical Coverage ....  52
               Free Withdrawal Amount ......................................  52
               Surrender Charge for Excess Withdrawals .....................  52
               Premium Taxes ...............................................  52
               Administrative Charge .......................................  52
               Transfer Charge .............................................  53
          Charges Deducted from the Subaccounts ............................  53
               Mortality and Expense Risk Charge ...........................  53
               Asset-Based Administrative Charge ...........................  53
               Earnings Multiplier Benefit Charge...........................  53
               Optional Rider Charges ......................................  53
          Trust Expenses ...................................................  54
     The Annuity Options ...................................................  55
          Annuitization of Your Contract ...................................  55
          Selecting the Annuity Start Date .................................  55
          Frequency of Annuity Payments ....................................  56
          The Annuity Options ..............................................  56
               Income for a Fixed Period ...................................  56
               Income for Life with a Period Certain .......................  56
               Joint Life Income ...........................................  56
               Annuity Plan ................................................  56
          Payment When Named Person Dies ...................................  56
     Other Contract Provisions .............................................  57
          Reports to Contract Owners .......................................  57
          Suspension of Payments ...........................................  57
          In Case of Errors in Your Application ............................  57
          Assigning the Contract as Collateral .............................  57
          Contract Changes-Applicable Tax Law ..............................  57
          Free Look ........................................................  57
          Group or Sponsored Arrangements ..................................  58
          Selling the Contract .............................................  58

GENERATIONS-110929                    ii
--------------------------------------------------------------------------------
                          TABLE OF CONTENTS (CONTINUED)
--------------------------------------------------------------------------------

                                                                            PAGE

     Other Information .....................................................  59
          Voting Rights ....................................................  59
          State Regulation .................................................  59
          Legal Proceedings ................................................  59
          Legal Matters ....................................................  59
          Experts ..........................................................  59
     Federal Tax Considerations ............................................  60
     More Information About Golden American Life Insurance Company .........  67
     Financial Statements of Golden American Life Insurance Company ........  90
     Statement of Additional Information
          Table of Contents ................................................ 117
     Appendix A
          Condensed Financial Information ..................................  A1
     Appendix B
          Market Value Adjustment Examples .................................  B1
     Appendix C
          Surrender Charge for Excess Withdrawals Example ..................  C1
     Appendix D
          Withdrawal Adjustment for 7% Solution Death Benefit Examples .....  D1
     Appendix E
          Death Benefits for Pre-2001 Contract Owners ......................  E1

GENERATIONS-110929                    iii
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--------------------------------------------------------------------------------
                             INDEX OF SPECIAL TERMS
--------------------------------------------------------------------------------

The following special terms are used throughout this prospectus. Refer to the
page(s) listed for an explanation of each term:

SPECIAL TERM                                  PAGE
Accumulation Unit                              12
Annuitant                                      27
Annuity Start Date                             26
Cash Surrender Value                           30
Contract Date                                  26
Contract Owner                                 26
Contract Value                                 30
Contract Year                                  26
Earnings Multiplier Benefit                    49
Fixed Interest Allocation                      23
Free Withdrawal Amount                         52
Market Value Adjustment                        25
Max 7 Enhanced Death Benefit                   49
Net Investment Factor                          12
Restricted Fund                                22
Rider Date                                     32
7% Solution Enhanced Death Benefit             48
Special Fund                                   26
Standard Death Benefit                         46

The following terms as used in this prospectus have the same or substituted
meanings as the corresponding terms currently used in the Contract:

TERM USED IN THIS PROSPECTUS            CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value                 Index of Investment Experience
Annuity Start Date                      Annuity Commencement Date
Contract Owner                          Owner or Certificate Owner
Contract Value                          Accumulation Value
Transfer Charge                         Excess Allocation Charge
Fixed Interest Allocation               Fixed Allocation
Free Look Period                        Right to Examine Period
Guaranteed Interest Period              Guarantee Period
Subaccount(s)                           Division(s)
Net Investment Factor                   Experience Factor
Regular Withdrawals                     Conventional Partial Withdrawals
Withdrawals                             Partial Withdrawals

GENERATIONS-110929                    1
--------------------------------------------------------------------------------
                                FEES AND EXPENSES
--------------------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES*

     Surrender Charge:

     COMPLETE YEARS ELAPSED               0   1   2   3   4   5   6   7   8+
          SINCE PREMIUM PAYMENT
     SURRENDER CHARGE                     8%  7%  6%  5%  4%  3%  2%  1%  0%

     Transfer Charge ..................... $25 per transfer, if you make more
          than 12 transfers in a contract year **

     * If you invested in a Fixed Interest Allocation, a Market Value Adjustment
       may apply to certain transactions. This may increase or decrease your
       contract value and/or your transfer or surrender amount.

    ** We currently do not impose this charge, but may do so in the future.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE*

     Administrative Charge ...........................    $ 30

     (We waive this charge if the total of your premium payments is $100,000 or
     more or if your contract value at the end of a contract year is $100,000 or
     more.)

     * We deduct this charge on each contract anniversary and on surrender.

SEPARATE ACCOUNT ANNUAL CHARGES*
-----------------------------------------------------------------------------------------------------
                                                               ENHANCED   DEATH   BENEFITS
                                           STANDARD    DEFERRED      ANNUAL
                                        DEATH BENEFIT   RATCHET     RATCHET     7% SOLUTION     MAX 7
-----------------------------------------------------------------------------------------------------
Mortality & Expense Risk Charge             1.25%        1.30%        1.50%        1.60%        1.70%
Asset-Based Administrative Charge           0.15%        0.15%        0.15%        0.15%        0.15%
                                            -----        -----        -----        -----        -----
     Total                                  1.40%        1.45%        1.65%        1.75%        1.85%
-----------------------------------------------------------------------------------------------------
* As a percentage of average daily assets in each subaccount. The Separate
       Account Annual Charges are deducted daily.

    ** Please see Appendix E for the mortality and expense risk charge
       applicable to Pre-2001 contract owners.

EARNINGS MULTIPLIER BENEFIT RIDER CHARGE*

     Quarterly Charge ................................    0.075% of contract
                                                          value (0.30% annually)

     * We deduct the rider charge from the subaccounts in which you are invested
       on each quarterly contract anniversary and pro rata on termination of the
       Contract; if the value in the subaccounts is insufficient, the rider
       charge will be deducted from the Fixed Interest Allocation(s) nearest
       maturity, and the amount deducted may be subject to a Market Value
       Adjustment.

GENERATIONS-110929                    2
OPTIONAL RIDER CHARGES*

     Minimum Guaranteed Accumulation Benefit rider:
     Waiting Period            Quarterly Charge
     --------------            ----------------
     10 Year..............     0.125% of the MGAB Charge Base(1)(0.50% annually)
     20 Year..............     0.125% of the MGAB Charge Base   (0.50% annually)

     Minimum Guaranteed Income Benefit rider:
     MGIB Rate                 Quarterly Charge
     ---------                 ----------------
     7%...................     0.125% of the MGIB Charge Base(2)(0.50% annually)

     Minimum Guaranteed Withdrawal Benefit rider:
     Quarterly Charge
     ----------------
     0.125% of the MGWB Eligible Payment Amount(3) (0.50% annually)

     *    We deduct optional rider charges from the subaccounts in which you are
          invested on each quarterly contract anniversary and pro rata on
          termination of the Contract; if the value in the subaccounts is
          insufficient, the optional rider charges will be deducted from the
          Fixed Interest Allocation(s) nearest maturity, and the amount deducted
          may be subject to a Market Value Adjustment.

     (1)  The MGAB Charge Base is the total of premiums added during the two
          year period commencing on the rider date if you purchase the rider on
          the contract date, or, your contract value on the rider date plus
          premiums added during the two year period commencing on the rider date
          if you purchased the rider after the contract date, reduced pro rata
          for all withdrawals taken while the MGAB rider is in effect, and
          reduced pro rata for transfers made during the three year period
          before the MGAB Benefit Date. The MGAB Charge Base is tracked
          separately for Special and Non-Special Funds, based on initial
          allocation of premium (or contract value), subsequent allocation of
          eligible premium, withdrawals and transfers. Withdrawals and transfers
          may reduce the Charge Base by more than the amount withdrawn or
          transferred.

     (2)  The MGIB Charge Base generally depends on the amount of premiums you
          pay during the first five contract years after you purchase the rider,
          when you pay the premiums, less a pro rata deduction for any
          withdrawal made while the MGIB rider is in effect and accumulated at
          the MGIB Rate (7%). The MGIB Charge Base is tracked separately for
          Special and Non-Special Funds, based on initial allocation of premium
          (or contract value), subsequent allocation of eligible premium,
          withdrawals and transfers. Withdrawals and transfers between Special
          and Non-Special Funds may reduce the MGIB Charge Base by more than the
          amount withdrawn or transferred.

     (3)  The MGWB Eligible Payment Amount is (i) the total of premiums paid
          during the 2-year period commencing on the rider date if you purchase
          the rider on the contract date; or (ii) your contract value on the
          rider date plus subsequent premiums paid during the two-year
          period commencing on the rider date.

GENERATIONS-110929                    3
THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):

--------------------------------------------------------------------------------
                                 MANAGEMENT         OTHER           TOTAL
      PORTFOLIO                    FEE(1)        EXPENSES(2)     EXPENSES(3)
--------------------------------------------------------------------------------
     Liquid Asset                   0.54%           0.01%            0.55%
--------------------------------------------------------------------------------
     Limited Maturity Bond          0.54%           0.01%            0.55%
--------------------------------------------------------------------------------
     Core Bond                      1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
     Fully Managed                  0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Total Return                   0.88%           0.01%            0.89%
--------------------------------------------------------------------------------
     Asset Allocation Growth        1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
     Equity Income                  0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     All Cap                        1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
     Growth and Income              1.10%           0.01%            1.11%
--------------------------------------------------------------------------------
     Real Estate                    0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Value Equity                   0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Investors                      1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
     International Equity           1.25%           0.01%            1.26%
--------------------------------------------------------------------------------
     Rising Dividends               0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Managed Global                 1.25%           0.01%            1.26%
--------------------------------------------------------------------------------
     Large Cap Value                1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
     Hard Assets                    0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Diversified Mid-Cap            1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
     Research                       0.88%           0.01%            0.89%
--------------------------------------------------------------------------------
     Capital Growth                 0.99%           0.01%            1.00%
--------------------------------------------------------------------------------
     Capital Appreciation           0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Small Cap                      0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Mid-Cap Growth                 0.88%           0.01%            0.89%
--------------------------------------------------------------------------------
     Strategic Equity               0.94%           0.01%            0.95%
--------------------------------------------------------------------------------
     Special Situations             1.10%           0.01%            1.11%
--------------------------------------------------------------------------------
     Growth                         0.99%           0.01%            1.00%
--------------------------------------------------------------------------------
     Developing World               1.75%           0.01%            1.76%
--------------------------------------------------------------------------------
     Internet Tollkeeper            1.85%           0.01%            1.86%
--------------------------------------------------------------------------------

     (1)  Fees decline as the total assets of certain combined portfolios
          increase. See the prospectus for the GCG Trust for more information.

     (2)  Other expenses generally consist of independent trustees fees and
          certain expenses associated with investing in international markets.
          Other expenses are based on actual expenses for the year ended
          December 31, 2000, except for (i) portfolios that commenced operations
          in 2000 and 2001,  and (ii) newly formed portfolios where the charges
          have been estimated.

     (3)  Total Expenses are based on actual expenses for the fiscal year ended
          December 31, 2000.

GENERATIONS-110929                    4
THE PIMCO VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of a portfolio):
---------------------------------------------------------------------------------------------------------------
                                                                            OTHER EXPENSES      TOTAL EXPENSES
                                 MANAGEMENT     SERVICE        OTHER        AFTER EXPENSE       AFTER EXPENSE
PORTFOLIO                            FEE          FEE       EXPENSES(1)    REIMBURSEMENT(2)    REIMBURSEMENT(2)
---------------------------------------------------------------------------------------------------------------
PIMCO High Yield Bond               0.25%        0.15%         0.35%            0.35%               0.75%

PIMCO StocksPLUS Growth and
     Income                         0.40%        0.15%         0.11%            0.10%               0.65%
---------------------------------------------------------------------------------------------------------------
(1)  "Other Expenses" reflects a 0.35% administrative fee for the High
          Yield Bond Portfolio and a 0.10% administrative fee and 0.01%
          representing organizational expenses and pro rata Trustees' fees for
          the StocksPLUS Growth and Income Portfolio.

     (2)  PIMCO has contractually agreed to reduce total annual portfolio
          operating expenses to the extent they would exceed, due to the payment
          of organizational expenses and Trustees' fees, 0.75% and 0.65% of
          average daily net assets for the PIMCO High Yield Bond and StocksPLUS
          Growth and Income Portfolios, respectively. Without such reductions,
          Total Annual Expenses for the fiscal year ended December 31, 2000
          would have been 0.75% and 0.66% for the PIMCO High Yield Bond and
          StocksPLUS Growth and Income Portfolios, respectively. Under the
          Expense Limitation Agreement, PIMCO may recoup these waivers and
          reimbursements in future periods, not exceeding three years, provided
          total expenses, including such recoupment, do not exceed the annual
          expense limit.

CREDIT SUISSE WARBURG PINCUS TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of the portfolio):

--------------------------------------------------------------------------------
                                         MANAGEMENT      OTHER        TOTAL
PORTFOLIO                                    FEE        EXPENSES   EXPENSES(1)
--------------------------------------------------------------------------------
International Equity                        1.00%        0.31%        1.31%
--------------------------------------------------------------------------------

     (1)  Interest earned on uninvested cash balances is used to offset portions
          of the transfer agent expenses. This arrangement resulted in a
          reduction to the Portfolio's net expense ratio by 0.02% for the year
          ended December 31, 2000. Management Fees, Other Expenses and Total
          Annual Expenses equaled 1.00%, 0.29%, and 1.29%, respectively, after
          reflecting this arrangement.

PILGRIM VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio)(1):
----------------------------------------------------------------------------------------------
                              INVESTMENT                         TOTAL               TOTAL NET
                              MANAGEMENT   12B-1      OTHER    PORTFOLIO  WAIVER BY  PORTFOLIO
PORTFOLIO                        FEE        FEE     EXPENSES   EXPENSES   ADVISER(2) EXPENSES
----------------------------------------------------------------------------------------------
Pilgrim Global Brand Names      1.00%      0.25%      1.72%      2.97%      1.74%      1.23%
----------------------------------------------------------------------------------------------
(1)  The table shows the estimated operating expenses for the Portfolio as
          a ratio of expenses to average daily net assets. These estimates are
          based on the Portfolio's actual operating expenses for its most recent
          complete fiscal year and fee waivers to which the Adviser has agreed
          for the Portfolio.

     (2)  ING Mutual Funds Management Co. LLC, the Portfolio's Investment
          Manager, has entered into a written expense limitation agreement with
          the Portfolio, under which it will limit expenses of the Portfolio,
          excluding interest, taxes, brokerage and extraordinary expenses,
          subject to possible reimbursement to ING Mutual Funds Management Co.
          LLC within three years. The amount of the Portfolio's expenses waived
          or reimbursed during the last fiscal year by ING Mutual Funds
          Management Co. LLC is shown under the heading "Waiver by Adviser." The
          expense limits will continue through at least December 31, 2001.

GENERATIONS-110929                    5
THE PRUDENTIAL SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily
net assets of the portfolio):

--------------------------------------------------------------------------------
                                 MANAGEMENT    12B-1       OTHER       TOTAL
PORTFOLIO                           FEE       FEE(1)    EXPENSES(2) EXPENSES(2)
--------------------------------------------------------------------------------
Prudential Jennison                 0.60%      0.25%       0.19%       1.04%

SP Jennison International
     Growth                         0.85%      0.25%       0.54%       1.64%
--------------------------------------------------------------------------------

     (1)  The 12b-1 fees for the Prudential Jennison Portfolio and the SP
          Jennison International Growth Portfolio are imposed to enable the
          portfolios to recover certain sales expenses, including compensation
          to broker-dealers, the cost of printing prospectuses for delivery to
          prospective investors and advertising costs for the portfolio. Over a
          long period of time, the total amount of 12b-1 fees paid may exceed
          the amount of sales charges imposed by the product.

     (2)  Since the SP Jennison International Growth Portfolio had not commenced
          operations as of December 31, 1999, expenses as shown are based on
          estimates of the portfolio's operating expenses for the portfolio's
          first fiscal year.

PILGRIM VARIABLE PRODUCTS TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio)(1):
---------------------------------------------------------------------------------------------------
                         INVESTMENT                               TOTAL                   TOTAL NET
                         MANAGEMENT    SERVICE       OTHER      PORTFOLIO    WAIVER BY    PORTFOLIO
PORTFOLIO                   FEE         FEES      EXPENSES(2)    EXPENSES    ADVISER(3)   EXPENSES
---------------------------------------------------------------------------------------------------
Pilgrim VP MagnaCap        0.75%        0.25%        7.15%        8.15%        7.05%        1.10%
---------------------------------------------------------------------------------------------------
Pilgrim VP SmallCap
     Opportunities         0.75%        0.25%        0.23%        1.23%        0.13%        1.10%
---------------------------------------------------------------------------------------------------
Pilgrim VP Growth
     Opportunities         0.75%        0.25%        1.44%        2.44%        1.34%        1.10%
---------------------------------------------------------------------------------------------------
(1)  The table shows the estimated operating expenses for Class S shares of
          each Portfolio as a ratio of expenses to average daily net assets.
          These estimates are based on each Portfolio's actual operating
          expenses for Class R shares for the Trust's most recently completed
          fiscal year and fee waivers to which ING Pilgrim Investments, LLC, the
          Portfolios' Adviser, has agreed for each Portfolio.

     (2)  Because Class S shares are new for each Portfolio, the Other Expenses
          for each Portfolio are based on Class R expenses of the Portfolio.

     (3)  ING Pilgrim Investments, LLC has entered into written expense
          limitation agreements with each Portfolio which it advises under which
          it will limit expenses of the Portfolio, excluding interest, taxes,
          brokerage and extraordinary expenses, subject to possible
          reimbursement to ING Pilgrim Investments, LLC within three years. The
          expense limit for each such Portfolio is shown as "Total Net Portfolio
          Expenses." For each Portfolio, the expense limits will continue
          through at least December 31, 2001.

PROFUNDS ANNUAL EXPENSES (as a percentage of the average daily net assets of the
portfolio):

--------------------------------------------------------------------------------
                                 MANAGEMENT    12B-1       OTHER       TOTAL
PORTFOLIO                           FEE         FEE     EXPENSES(2) EXPENSES(2)
--------------------------------------------------------------------------------
ProFund VP Bull                     0.75%      0.25%       0.80%       1.80%
--------------------------------------------------------------------------------
ProFund VP Small-Cap                0.75%      0.25%       0.80%       1.80%
--------------------------------------------------------------------------------
ProFund VP Europe 30(1)             0.75%      0.25%       0.75%       1.75%
--------------------------------------------------------------------------------

     (1)  Management fees and expenses for the ProFund VP Europe 30 are for the
          12-month period ending December 12, 2000.

     (2)  Other expenses for the ProFund VP Bull and ProFund VP Small-Cap are
          estimates as these ProFund Portfolios had not commenced operations as
          of December 31, 2000.

GENERATIONS-110929                    6
The purpose of the foregoing tables is to help you understand the various costs
and expenses that you will bear directly and indirectly. See the prospectuses of
the GCG Trust, the PIMCO Variable Insurance Trust, Credit Suisse Warburg Pincus
Trust, Pilgrim Variable Insurance Trust, the Prudential Series Fund, the Pilgrim
Variable Products Trust, and the ProFunds for additional information on
management or advisory fees and in some cases on other portfolio expenses.

Premium taxes (which currently range from 0% to 3.5% of premium payments) may
apply, but are not reflected in the tables above or in the examples below.

EXAMPLES:  The following four examples are designed to show you the expenses you
would pay on a $1,000  investment,  that earns 5%  annually if you are a Yr-2001
contract  owner.  Each  example  assumes  election  of the Max 7 Enhanced  Death
Benefit.  The examples  reflect the  deduction  of a mortality  and expense risk
charge,  an  asset-based   administrative   charge,   and  the  annual  contract
administrative  charge  as an  annual  charge  of 0.05% of  assets  (based on an
average contract value of $60,000). Examples 1 and 2 also assume you elected the
earnings  multiplier  benefit rider with a charge of 0.30% of the contract value
annually.  In addition,  Examples 1 and 2 assume you elected an optional benefit
rider with the highest  cost,  an assumed  charge of 0.75%  annually,  where the
rider base is equal to the initial premium and increases by 7% annually, and the
rider charge is assessed each quarter on a base equal to the hypothetical $1,000
premium  increasing  at 7% per year.  The assumed  annual  rider charge of 0.75%
results from the assumption of a 7% annual increase in the rider base but only a
5%  earnings  increase  in the  contract  value  before  expenses.  Thus,  0.75%
represents  an annual  charge over the 10-year  period which is  equivalent to a
charge of 0.125% of rider base per quarter  over the same  period.  Each example
also assumes that any applicable expense  reimbursements of underlying portfolio
expenses will continue for the periods shown. If the Standard Death Benefit, the
Deferred  Ratchet  Enhanced  Death Benefit,  the Annual  Ratchet  Enhanced Death
Benefit or 7% Solution  Enhanced  Death Benefit is elected  instead of the Max 7
Enhanced  Death Benefit used in the examples,  the actual  expenses will be less
than those represented in the examples. Note that surrender charges may apply if
you choose to annuitize  your Contract  within the first 5 contract  years,  and
under certain  circumstances,  within the first 8 contract  years.  Thus, in the
event you annuitize your Contract under  circumstances which require a surrender
charge,  you should  refer to  Examples 1 and 3 below  which  assume  applicable
surrender charges.

Please see Appendix E for expense examples applicable to Pre-2001 contract
owners.

GENERATIONS-110929                    7
Example 1:
If you surrender your Contract at the end of the applicable time period and
elected both the earnings multiplier benefit rider and another optional benefit
rider with the highest charge, you would pay the following expenses for each
$1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $115     $167      $222      $377
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $115     $167      $222      $377
--------------------------------------------------------------------------------
     Core Bond                             $120     $181      $243      $417
--------------------------------------------------------------------------------
     Fully Managed                         $119     $179      $240      $412
--------------------------------------------------------------------------------
     Total Return                          $119     $177      $238      $407
--------------------------------------------------------------------------------
     Asset Allocation Growth               $120     $181      $243      $417
--------------------------------------------------------------------------------
     Equity Income                         $119     $179      $240      $412
--------------------------------------------------------------------------------
     All Cap                               $120     $181      $243      $417
--------------------------------------------------------------------------------
     Growth and Income                     $121     $184      $248      $426
--------------------------------------------------------------------------------
     Real Estate                           $119     $179      $240      $412
--------------------------------------------------------------------------------
     Value Equity                          $119     $179      $240      $412
--------------------------------------------------------------------------------
     Investors                             $120     $181      $243      $417
--------------------------------------------------------------------------------
     International Equity                  $122     $188      $255      $438
--------------------------------------------------------------------------------
     Rising Dividends                      $119     $179      $240      $412
--------------------------------------------------------------------------------
     Managed Global                        $122     $188      $255      $438
--------------------------------------------------------------------------------
     Large Cap Value                       $120     $181      $243      $417
--------------------------------------------------------------------------------
     Hard Assets                           $119     $179      $240      $412
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $120     $181      $243      $417
--------------------------------------------------------------------------------
     Research                              $119     $177      $238      $407
--------------------------------------------------------------------------------
     Capital Growth                        $120     $180      $243      $416
--------------------------------------------------------------------------------
     Capital Appreciation                  $119     $179      $240      $412
--------------------------------------------------------------------------------
     Small Cap                             $119     $179      $240      $412
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $119     $177      $238      $407
--------------------------------------------------------------------------------
     Strategic Equity                      $119     $179      $240      $412
--------------------------------------------------------------------------------
     Special Situations                    $121     $184      $248      $426
--------------------------------------------------------------------------------
     Growth                                $120     $180      $243      $416
--------------------------------------------------------------------------------
     Developing World                      $127     $202      $277      $478
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $128     $205      $282      $486
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $117     $173      $231      $395
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $116     $170      $226      $386
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG    PINCUS TRUST
     International Equity                  $120     $182      $246      $421

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $122     $187      $253      $436
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $120     $182      $245      $420
--------------------------------------------------------------------------------
     SP Jennison International Growth      $126     $199      $272      $469
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $121     $183      $247      $425
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $121     $183      $247      $425
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $121     $183      $247      $425

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $128     $203      $279      $481
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $128     $203      $279      $481
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $127     $202      $277      $477
--------------------------------------------------------------------------------

GENERATIONS-110929                    8
Example 2:
If you do not surrender your Contract at the end of the applicable time period
and elected both the earnings multiplier benefit rider and another optional
benefit rider with the highest charge, you would pay the following expenses for
each $1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $ 35     $107      $182      $377
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $ 35     $107      $182      $377
--------------------------------------------------------------------------------
     Core Bond                             $ 40     $121      $203      $417
--------------------------------------------------------------------------------
     Fully Managed                         $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Total Return                          $ 39     $117      $198      $407
--------------------------------------------------------------------------------
     Asset Allocation Growth               $ 40     $121      $203      $417
--------------------------------------------------------------------------------
     Equity Income                         $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     All Cap                               $ 40     $121      $203      $417
--------------------------------------------------------------------------------
     Growth and Income                     $ 41     $124      $208      $426
--------------------------------------------------------------------------------
     Real Estate                           $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Value Equity                          $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Investors                             $ 40     $121      $203      $417
--------------------------------------------------------------------------------
     International Equity                  $ 42     $128      $215      $438
--------------------------------------------------------------------------------
     Rising Dividends                      $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Managed Global                        $ 42     $128      $215      $438
--------------------------------------------------------------------------------
     Large Cap Value                       $ 40     $121      $203      $417
--------------------------------------------------------------------------------
     Hard Assets                           $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $ 40     $121      $203      $417
--------------------------------------------------------------------------------
     Research                              $ 39     $117      $198      $407
--------------------------------------------------------------------------------
     Capital Growth                        $ 40     $120      $203      $416
--------------------------------------------------------------------------------
     Capital Appreciation                  $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Small Cap                             $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $ 39     $117      $198      $407
--------------------------------------------------------------------------------
     Strategic Equity                      $ 39     $119      $200      $412
--------------------------------------------------------------------------------
     Special Situations                    $ 41     $124      $208      $426
--------------------------------------------------------------------------------
     Growth                                $ 40     $120      $203      $416
--------------------------------------------------------------------------------
     Developing World                      $ 47     $142      $237      $478
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $ 48     $145      $242      $486
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $ 37     $113      $191      $395
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $ 36     $110      $186      $386
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG PINCUS TRUST
     International Equity                  $ 40     $122      $206      $421

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $ 42     $127      $213      $436
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $ 40     $122      $205      $420
--------------------------------------------------------------------------------
     SP Jennison International Growth      $ 46     $139      $232      $469
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $ 41     $123      $207      $425
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $ 41     $123      $207      $425
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $ 41     $123      $207      $425

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $ 48     $143      $239      $481
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $ 48     $143      $239      $481
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $ 47     $142      $237      $477
--------------------------------------------------------------------------------

GENERATIONS-110929                    9
Example 3:
If you surrender your Contract at the end of the applicable time period and did
not elect the earnings multiplier benefit rider or any other optional benefit
rider, you would pay the following expenses for each $1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $105     $136      $171      $279
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $105     $136      $171      $279
--------------------------------------------------------------------------------
     Core Bond                             $109     $150      $193      $323
--------------------------------------------------------------------------------
     Fully Managed                         $109     $148      $190      $318
--------------------------------------------------------------------------------
     Total Return                          $108     $147      $187      $312
--------------------------------------------------------------------------------
     Asset Allocation Growth               $109     $150      $193      $323
--------------------------------------------------------------------------------
     Equity Income                         $109     $148      $190      $318
--------------------------------------------------------------------------------
     All Cap                               $109     $150      $193      $323
--------------------------------------------------------------------------------
     Growth and Income                     $110     $153      $198      $333
--------------------------------------------------------------------------------
     Real Estate                           $109     $148      $190      $318
--------------------------------------------------------------------------------
     Value Equity                          $109     $148      $190      $318
--------------------------------------------------------------------------------
     Investors                             $109     $150      $193      $323
--------------------------------------------------------------------------------
     International Equity                  $112     $157      $205      $347
--------------------------------------------------------------------------------
     Rising Dividends                      $109     $148      $190      $318
--------------------------------------------------------------------------------
     Managed Global                        $112     $157      $205      $347
--------------------------------------------------------------------------------
     Large Cap Value                       $109     $150      $193      $323
--------------------------------------------------------------------------------
     Hard Assets                           $109     $148      $190      $318
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $109     $150      $193      $323
--------------------------------------------------------------------------------
     Research                              $108     $147      $187      $312
--------------------------------------------------------------------------------
     Capital Growth                        $109     $150      $193      $322
--------------------------------------------------------------------------------
     Capital Appreciation                  $109     $148      $190      $318
--------------------------------------------------------------------------------
     Small Cap                             $109     $148      $190      $318
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $108     $147      $187      $312
--------------------------------------------------------------------------------
     Strategic Equity                      $109     $148      $190      $318
--------------------------------------------------------------------------------
     Special Situations                    $110     $153      $198      $333
--------------------------------------------------------------------------------
     Growth                                $109     $150      $193      $322
--------------------------------------------------------------------------------
     Developing World                      $117     $172      $229      $391
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $118     $175      $234      $400
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $107     $142      $181      $298
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $106     $139      $176      $289
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG PINCUS TRUST
     International Equity                  $112     $159      $208      $351

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $112     $157      $204      $344
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $110     $151      $195      $326
--------------------------------------------------------------------------------
     SP Jennison International Growth      $116     $169      $224      $381
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $110     $153      $198      $332
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $110     $153      $198      $332
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $110     $153      $198      $332

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $117     $173      $231      $395
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $117     $173      $231      $395
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $117     $172      $229      $391
--------------------------------------------------------------------------------

GENERATIONS-110929                    10
Example 4:
If you do not surrender your Contract at the end of the applicable time period
and did not elect the earnings multiplier benefit rider or any other optional
benefit rider, you would pay the following expenses for each $1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $ 25     $ 76      $131      $279
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $ 25     $ 76      $131      $279
--------------------------------------------------------------------------------
     Core Bond                             $ 29     $ 90      $153      $323
--------------------------------------------------------------------------------
     Fully Managed                         $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Total Return                          $ 28     $ 87      $147      $312
--------------------------------------------------------------------------------
     Asset Allocation Growth               $ 29     $ 90      $153      $323
--------------------------------------------------------------------------------
     Equity Income                         $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     All Cap                               $ 29     $ 90      $153      $323
--------------------------------------------------------------------------------
     Growth and Income                     $ 30     $ 93      $158      $333
--------------------------------------------------------------------------------
     Real Estate                           $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Value Equity                          $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Investors                             $ 29     $ 90      $153      $323
--------------------------------------------------------------------------------
     International Equity                  $ 32     $ 97      $165      $347
--------------------------------------------------------------------------------
     Rising Dividends                      $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Managed Global                        $ 32     $ 97      $165      $347
--------------------------------------------------------------------------------
     Large Cap Value                       $ 29     $ 90      $153      $323
--------------------------------------------------------------------------------
     Hard Assets                           $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $ 29     $ 90      $153      $323
--------------------------------------------------------------------------------
     Research                              $ 28     $ 87      $147      $312
--------------------------------------------------------------------------------
     Capital Growth                        $ 29     $ 90      $153      $322
--------------------------------------------------------------------------------
     Capital Appreciation                  $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Small Cap                             $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $ 28     $ 87      $147      $312
--------------------------------------------------------------------------------
     Strategic Equity                      $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Special Situations                    $ 30     $ 93      $158      $333
--------------------------------------------------------------------------------
     Growth                                $ 29     $ 90      $153      $322
--------------------------------------------------------------------------------
     Developing World                      $ 37     $112      $189      $391
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $ 38     $115      $194      $400
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $ 27     $ 82      $141      $298
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $ 26     $ 79      $136      $289
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG    PINCUS TRUST
     International Equity                  $ 32     $ 99      $168      $351

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $ 32     $ 97      $164      $344
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $ 30     $ 91      $155      $326
--------------------------------------------------------------------------------
     SP Jennison International Growth      $ 36     $109      $184      $381
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $ 30     $ 93      $158      $332
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $ 30     $ 93      $158      $332
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $ 30     $ 93      $158      $332

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $ 37     $113      $191      $395
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $ 37     $113      $191      $395
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $ 37     $112      $189      $391
--------------------------------------------------------------------------------

GENERATIONS-110929                    11
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN SUBJECT TO THE
TERMS OF YOUR CONTRACT.

Compensation is paid for the sale of the Contracts. For information about this
compensation, see "Selling the Contract."

--------------------------------------------------------------------------------
                             PERFORMANCE INFORMATION
--------------------------------------------------------------------------------

ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each subaccount
of Separate Account B has its own accumulation unit value. The accumulation
units are valued each business day that the New York Stock Exchange is open for
trading. Their values may increase or decrease from day to day according to a
Net Investment Factor, which is primarily based on the investment performance of
the applicable investment portfolio. Shares in the investment portfolios are
valued at their net asset value.

THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects certain charges
under the Contract and the investment performance of the subaccount. The Net
Investment Factor is calculated for each subaccount as follows:

     1)   We take the net asset value of the subaccount at the end of each
          business day.

     2)   We add to (1) the amount of any dividend or capital gains distribution
          declared for the subaccount and reinvested in such subaccount. We
          subtract from that amount a charge for our taxes, if any.

     3)   We divide (2) by the net asset value of the subaccount at the end of
          the preceding business day.

     4)   We then subtract the applicable daily mortality and expense risk
          charge and the daily asset-based administrative charge from the
          subaccount.

Calculations for the subaccounts are made on a per share basis.

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each subaccount of
Golden American Separate Account B offered in this prospectus and (ii) the total
investment value history of each such subaccount are presented in Appendix A --
Condensed Financial Information -- Pre-2001 only, since Yr-2001 contracts were
not issued in prior years. In the future, we will present sets of tables for
each category to reflect the varying death benefits and mortality and expense
risk charges, which affect the accumulation unit values.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the year ended
December 31, 2000 are included in the Statement of Additional Information. The
audited consolidated financial statements of Golden American for the years ended
December 31, 2000, 1999 and 1998 and unauditied financial statements of Golden
American for the six month periods ending June 30, 2001 and 2000 are included
in this prospectus.

PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract owners
performance information for the subaccounts of Separate Account B, including the
average annual total return performance, yields and other nonstandard measures
of performance. Such performance data will be computed, or accompanied by
performance data computed, in accordance with standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the subaccounts
will be based on all investment income per unit (contract value divided by the
accumulation unit) earned during a given 30-day

GENERATIONS-110929                     12
period, less expenses accrued during such period. Information on standard total
average annual return performance will include average annual rates of total
return for 1, 5 and 10 year periods, or lesser periods depending on how long
Separate Account B has been investing in the portfolio. We may show other total
returns for periods of less than one year. Total return figures will be based on
the actual historic performance of the subaccounts of Separate Account B,
assuming an investment at the beginning of the period when the separate account
first invested in the portfolio. Withdrawal of the investment at the end of the
period, adjusted to reflect the deduction of all applicable portfolio and
current contract charges. We may also show rates of total return on amounts
invested at the beginning of the period with no withdrawal at the end of the
period. Total return figures which assume no withdrawals at the end of the
period will reflect all recurring charges, but will not reflect the surrender
charge. In addition, we may present historic performance data for the investment
portfolios since their inception reduced by some or all of the fees and charges
under the Contract. Such adjusted historic performance includes data that
precedes the inception dates of the subaccounts of Separate Account B. This data
is designed to show the performance that would have resulted if the Contract had
been in existence before the separate account began investing in the portfolios.

Current yield for the Liquid Asset subaccount is based on income received by a
hypothetical investment over a given 7-day period, less expenses accrued, and
then "annualized" (i.e., assuming that the 7-day yield would be received for 52
weeks). We calculate "effective yield" for the Liquid Asset subaccount in a
manner similar to that used to calculate yield, but when annualized, the income
earned by the investment is assumed to be reinvested. The "effective yield" will
thus be slightly higher than the "yield" because of the compounding effect of
earnings. We calculate quotations of yield for the remaining subaccounts on all
investment income per accumulation unit earned during a given 30-day period,
after subtracting fees and expenses accrued during the period, assuming no
surrender.

We may compare performance information for a subaccount to: (i) the Standard &
Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market
Institutional Averages, or any other applicable market indices, (ii) other
variable annuity separate accounts or other investment products tracked by
Lipper Analytical Services (a widely used independent research firm which ranks
mutual funds and other investment companies), or any other rating service, and
(iii) the Consumer Price Index (measure for inflation) to determine the real
rate of return of an investment in the Contract. Our reports and promotional
literature may also contain other information including the ranking of any
subaccount based on rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services or by similar rating
services.

Performance information reflects only the performance of a hypothetical contract
and should be considered in light of other factors, including the investment
objective of the investment portfolio and market conditions. Please keep in mind
that past performance is not a guarantee of future results.

--------------------------------------------------------------------------------
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

Golden American Life Insurance Company is a Delaware stock life insurance
company, which was originally incorporated in Minnesota on January 2, 1973.
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. ("Equitable of Iowa"). Equitable of Iowa is a wholly owned subsidiary of
ING Groep N.V. ("ING"), a global financial services holding company based in The
Netherlands. Golden American is authorized to sell insurance and annuities in
all states, except New York, and the District of Columbia. In May 1996, Golden
American established a subsidiary, First Golden American Life Insurance Company
of New York, which is authorized to sell annuities in New York and Delaware.
Golden American's consolidated financial statements appear in this prospectus.

Equitable of Iowa is the holding company for Golden American, Directed Services,
Inc.,  the  investment  manager  of the GCG  Trust  and the  distributor  of the
Contracts,  and other interests.  ING also owns ING Pilgrim  Investments,  LLC a
portfolio  manager of the GCG Trust, and the investment  manager of the Pilgrim
Variable  Insurance Trust and the Pilgrim Variable Products Trust. ING also owns
Baring  International

GENERATIONS-110929                     13
Investment Limited, another portfolio manager of the GCG Trust and ING
Investment Management Advisors B.V., a portfolio manager of the Pilgrim Variable
Insurance Trust.

Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

--------------------------------------------------------------------------------
                                   THE TRUSTS
--------------------------------------------------------------------------------

The GCG Trust is a mutual fund whose shares are offered to separate accounts
funding variable annuity and variable life insurance policies offered by Golden
American and other affiliated insurance companies. The GCG Trust may also sell
its shares to separate accounts of insurance companies not affiliated with
Golden American. Pending SEC approval, shares of the GCG Trust may also be sold
to certain qualified pension and retirement plans. The address of the GCG Trust
is 1475 Dunwoody Drive, West Chester, PA 19380.

The PIMCO Variable Insurance Trust is also a mutual fund whose shares are
available to separate accounts of insurance companies, including Golden
American, for both variable annuity contracts and variable life insurance
policies and to qualified pension and retirement plans. The address of the PIMCO
Variable Insurance Trust is 840 Newport Center Drive, Suite 300, Newport Beach,
CA 92660.

The Credit Suisse Warburg Pincus Trust (formerly the Warburg Pincus Trust) is
also a mutual fund whose shares are available to separate accounts of life
insurance companies, including Golden American and Equitable Life Insurance
Company of Iowa, and to certain qualified and retirement plans. The address of
the Credit Suisse Warburg Pincus Trust is 153 East 53rd Street, New York, NY
10022.

The Pilgrim Variable Insurance Trust (formerly the ING Variable Insurance Trust)
is also a mutual fund whose shares are offered to separate accounts funding
variable annuity contracts offered by Golden American and other insurance
companies, both affiliated and unaffiliated with Golden American. The address of
Pilgrim Variable Insurance Trust is 40 North Central Avenue, Suite 1200,
Phoenix, AZ 85004.

The Prudential Series Fund, Inc. is also a mutual fund whose shares are
available to separate accounts funding variable annuity and variable life
insurance polices offered by The Prudential Insurance Company of America, its
affiliated insurers and other life insurance companies not affiliated with
Prudential, including Golden American. The address of the Prudential Series Fund
is 751 Broad Street, Newark, NJ 07102.

The Pilgrim Variable Products Trust is also a mutual fund whose shares are
offered to separate accounts funding variable annuity contracts offered by
Golden American and other insurance companies, both affiliated and unaffiliated
with Golden American. The address of Pilgrim Variable Products Trust is 40 North
Central Avenue, Suite 1200, Phoenix, AZ 85004.

The ProFunds is also a mutual fund whose shares are offered to separate accounts
funding variable annuity contracts offered by Golden American and other
insurance companies, both affiliated and unaffiliated with Golden American. The
address of ProFunds is 3435 Stelzer Road, Suite 1000, PO Box 182100, Columbus,
OH 43218-2000.

In the event that, due to differences in tax treatment or other considerations,
the interests of contract owners of various contracts participating in the
Trusts conflict, we, the Boards of Trustees of the GCG Trust, the PIMCO Variable
Insurance Trust, the Credit Suisse Warburg Pincus Trust, the Pilgrim Variable
Insurance Trust, the Pilgrim Variable Products Trust, ProFunds, the Board of
Directors of the Prudential Series Fund, and the management of Directed
Services, Inc., Pacific Investment Management Company, Credit Suisse Asset
Management, LLC, The Prudential Insurance Company
of America, ING Pilgrim Investments, LLC, ProFunds Advisors LLC and any other
insurance companies participating in the Trusts will monitor events to identify
and resolve any material conflicts that may arise.

YOU WILL FIND MORE DETAILED INFORMATION ABOUT THE GCG TRUST, THE PIMCO VARIABLE
INSURANCE TRUST, THE CREDIT SUISSE WARBURG PINCUS TRUST, THE PILGRIM VARIABLE
INSURANCE TRUST, THE PRUDENTIAL SERIES FUND, THE PILGRIM VARIABLE PRODUCTS
TRUST, AND PROFUNDS IN THE ACCOMPANYING PROSPECTUS FOR EACH TRUST. YOU SHOULD
READ THEM CAREFULLY BEFORE INVESTING.

GENERATIONS-110929                     14
--------------------------------------------------------------------------------
                       GOLDEN AMERICAN SEPARATE ACCOUNT B
--------------------------------------------------------------------------------

Golden American Separate Account B ("Separate Account B") was established as a
separate account of the Company on July 14, 1988. It is registered with the SEC
as a unit investment trust under the Investment Company Act of 1940 as amended
(the "1940 Act"). Separate Account B is a separate investment account used for
our variable annuity contracts. We own all the assets in Separate Account B but
such assets are kept separate from our other accounts.

Separate Account B is divided into subaccounts. Each subaccount invests
exclusively in shares of one investment portfolio of the GCG Trust, the PIMCO
Variable Insurance Trust, the Credit Suisse Warburg Pincus Trust, the Pilgrim
Variable Insurance Trust, the Prudential Series Fund, the Pilgrim Variable
Products Trust or the ProFunds. Each investment portfolio has its own distinct
investment objectives and policies. Income, gains and losses, realized or
unrealized, of a portfolio are credited to or charged against the corresponding
subaccount of Separate Account B without regard to any other income, gains or
losses of the Company. Assets equal to the reserves and other contract
liabilities with respect to each are not chargeable with liabilities arising out
of any other business of the Company. They may, however, be subject to
liabilities arising from subaccounts whose assets we attribute to other variable
annuity contracts supported by Separate Account B. If the assets in Separate
Account B exceed the required reserves and other liabilities, we may transfer
the excess to our general account. We are obligated to pay all benefits and make
all payments provided under the Contracts.

PROPOSED SUBSTITUTION. In an ongoing effort to consolidate the variable
operations of the various ING insurance companies, Golden American and certain
of its affiliates filed an application with the SEC requesting permission via an
order to substitute shares of the International Equity Fund of the Credit Suisse
Warburg Pincus Trust (the "Credit Suisse Fund") with shares of the International
Equity Series of the GCG Trust (the "Substitution"). The International Equity
Series of the GCG Trust was created with this Substitution in mind and will not
be available for investment until the Substitution takes place.The International
Equity Series of the GCG Trust is similar to the Credit Suisse Fund. We
anticipate that the Substitution will reduce operating expenses and, due to a
broader scope of availability for the GCG Trust in other variable contracts,
create larger economies of scale from which a further reduction of expenses is
anticipated. Contract holders will benefit directly from any reduction of Trust
expenses. CONTRACT HOLDERS WILL NOT BEAR ANY EXPENSE ASSOCIATED WITH THE
SUBSTITUTION.

Upon obtaining the requested order for substitution from the SEC, and subject to
any required prior approval by applicable insurance authorities, Golden American
and its affiliates will effect the Substitution by simultaneously placing an
order for each subaccount investing in the Credit Suisse Fund to redeem the
shares of that fund and an order for each such subaccount to purchase shares of
the International Equity Series of the GCG Trust. Within five days after the
Substitution, our Customer Service Center will send affected contract holders
notice that the Substitution has been completed.

NOTE: We currently offer other variable annuity contracts that invest in
Separate Account B but are not discussed in this prospectus. Separate Account B
may also invest in other investment portfolios which are not available under
your Contract. Under certain circumstances, we may make certain changes to the
subaccounts. For more information, see "The Annuity Contract -- Addition,
Deletion, or Substitution of Subaccounts and Other Changes."

GENERATIONS-110929                     15
--------------------------------------------------------------------------------
                            THE INVESTMENT PORTFOLIOS
--------------------------------------------------------------------------------

During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section below.
YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO ANY INVESTMENT
PORTFOLIO, AND YOU MAY LOSE YOUR PRINCIPAL.

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio will meet its
investment objectives. Meeting objectives depends on various factors, including,
in certain cases, how well the portfolio managers anticipate changing economic
and market conditions. Separate Account B also has other subaccounts investing
in other portfolios which are not available to the Contract described in this
prospectus. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS IN THE PROSPECTUSES FOR THE GCG TRUST, THE PIMCO VARIABLE INSURANCE
TRUST, THE CREDIT SUISSE WARBURG PINCUS TRUST, PILGRIM VARIABLE INSURANCE TRUST,
THE PRUDENTIAL SERIES FUND, PILGRIM VARIABLE PRODUCTS TRUST AND THE PROFUNDS.
YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
THE GCG TRUST
Liquid Asset              Seeks high level of current income consistent with the
                          preservation of capital and liquidity.

                          Invests primarily in obligations of the U.S. Government and
                          its agencies and instrumentalities, bank obligations,
                          commercial paper and short-term corporate debt securities.
                          All securities will mature in less than one year.
                          ------------------------------------------------------------

Limited Maturity Bond     Seeks highest current income consistent with low risk to
                          principal and liquidity. Also seeks to enhance its total
                          return through capital appreciation when market factors,
                          such as falling interest rates and rising bond prices,
                          indicate that capital appreciation may be available without
                          significant risk to principal.

                          Invests primarily in diversified limited maturity debt
                          securities with average maturity dates of five years or
                          shorter and in no cases more than seven years.
                          ------------------------------------------------------------

Core Bond (formerly       Seeks maximum total return, consistent with preservation of
   Global Fixed Income)   capital and prudent investment management.

                          Invests primarily in a diversified portfolio of fixed income
                          instruments of varying maturities. The average portfolio
                          duration of the Portfolio normally varies within a three- to
                          six-year timeframe.
                          ------------------------------------------------------------

Fully Managed             Seeks, over the long term, a high total investment return
                          consistent with the preservation of capital and with prudent
                          investment risk.

                          Invests primarily in the common stocks of established
                          companies believed by the portfolio manager to have
                          above-average potential for capital growth.
                          ------------------------------------------------------------

Total Return              Seeks above-average income (compared to a portfolio entirely
                          invested in equity securities) consistent with the prudent
                          employment of capital. Growth of capital and income is a
                          secondary goal.

                          Invests primarily in a combination of equity and fixed
                          income securities.
                          ------------------------------------------------------------

GENERATIONS-110929                           16
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
Asset Allocation Growth   Seeks to maximize total return over the long-term by
                          allocating assets among stocks, bonds, short-term
                          instruments and other investments.

                          Allocates investments primarily in a neutral mix over time
                          of 70% of its assets in stocks, 25% of its assets in bonds,
                          and 5% of its assets in short-term and money market
                          investments.
                          ------------------------------------------------------------

Equity Income             Seeks substantial dividend income as well as long-term
                          growth of capital.

                          Invests primarily in common stocks of well established
                          companies paying above-average dividends.
                          ------------------------------------------------------------

All Cap                   Seeks capital appreciation through investment in securities
                          which the portfolio manager believes have above-average
                          capital appreciation potential.

                          Invests primarily in equity securities of U.S. companies of
                          any size.
                          ------------------------------------------------------------

Growth and Income         Seeks long-term capital growth and current income.

                          Normally invests up to 75% of its assets in equity
                          securities selected primarily for their growth potential and
                          at least 25% of its assets in securities the portfolio
                          manager believes have income potential.
                          ------------------------------------------------------------

Real Estate               Seeks capital appreciation. Current income is a secondary
                          objective.

                          Invests primarily in publicly traded real estate equity
                          securities.
                          ------------------------------------------------------------

Value Equity              Seeks capital appreciation. Dividend income is a secondary
                          objective.

                          Invests primarily in common stocks of domestic and foreign
                          issuers which meet quantitative standards relating to
                          financial soundness and high intrinsic value relative to
                          price.
                          ------------------------------------------------------------

Investors                 Seeks long-term growth of capital. Current income is a
                          secondary objective.

                          Invests primarily in equity securities of U.S. companies and
                          to a lesser degree, debt securities.
                          ------------------------------------------------------------

International Equity      Seeks long-term growth of capital.
   (not currently
   available)             Invests at least 65% of its net assets in equity securities
                          of issuers located in countries outside of the United States.
                          The Portfolio generally invests at least 75% of its total
                          assets in common and preferred stocks, warrants and
                          convertible securities.
                          ------------------------------------------------------------

Rising Dividends          Seeks capital appreciation. A secondary objective is
                          dividend income.

                          Invests in equity securities that meet the following quality
                          criteria: regular dividend increases; 35% of earnings
                          reinvested annually; and a credit rating of "A" to "AAA."
                          ------------------------------------------------------------

Managed Global            Seeks capital appreciation. Current income is only an
                          incidental consideration.

                          Invests primarily in common stocks traded in securities
                          markets throughout the world.
                          ------------------------------------------------------------

GENERATIONS-110929                     17
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
Large Cap Value           Seeks long-term growth of capital and income.

                          Invests primarily in equity and equity-related securities of
                          companies with market capitalization greater than $1 billion.
                          ------------------------------------------------------------

Hard Assets               Seeks long-term capital appreciation.

                          Invests primarily in hard asset securities. Hard asset
                          companies produce a commodity which the portfolio manager is
                          able to price on a daily or weekly basis.
                          ------------------------------------------------------------

Diversified Mid-Cap       Seeks long-term capital growth.

                          Normally invests at least 65% of its total assets in common
                          stocks of companies with medium market capitalizations.
                          ------------------------------------------------------------

Research                  Seeks long-term growth of capital and future income.

                          Invests primarily in common stocks or securities convertible
                          into common stocks of companies believed to have better than
                          average prospects for long-term growth.
                          ------------------------------------------------------------

Capital Growth            Seeks long-term total return.

                          Invests primarily in common stocks of companies where the
                          potential for change (earnings acceleration) is significant.
                          ------------------------------------------------------------

Capital Appreciation      Seeks long-term capital growth.

                          Invests primarily in equity securities believed by the
                          portfolio manager to be undervalued.
                          ------------------------------------------------------------

Small Cap                 Seeks long-term capital appreciation.

                          Invests primarily in equity securities of companies that
                          have a total market capitalization within the range of
                          companies in the Russell 2000 Growth Index or the Standard
                          & Poor's Small-Cap 600 Index.
                          ------------------------------------------------------------

Mid-Cap Growth            Seeks long-term growth of capital.

                          Invests primarily in equity securities of companies with
                          medium market capitalization which the portfolio manager
                          believes have above-average growth potential.
                          ------------------------------------------------------------

Strategic Equity          Seeks capital appreciation.

                          Invests primarily in common stocks of medium- and
                          small-sized companies.
                          ------------------------------------------------------------

Special Situations        Seeks capital appreciation.

                          Invests primarily in common stocks selected for their capital
                          appreciation potential. The Portfolio emphasizes "special
                          situation" companies that the portfolio manager believes have
                          been overlooked or undervalued by other investors.
                          ------------------------------------------------------------

Growth                    Seeks capital appreciation.

                          Invests primarily in common stocks of growth companies that
                          have favorable relationships between price/earnings ratios
                          and growth rates in sectors offering the potential for
                          above-average returns.
                          ------------------------------------------------------------

GENERATIONS-110929                     18
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
Developing World          Seeks capital appreciation.

                          Invests primarily in equity securities of companies in
                          developing or emerging countries.
                          ------------------------------------------------------------

Internet Tollkeeper       Seeks long-term growth of capital.

                          Invests primarily in equity securities of "Internet
                          Tollkeeper" companies, which are companies in sectors which
                          provide access, infrastructure, content and services to
                          Internet companies and customers, and which have developed,
                          or are seeking to develop predictable, sustainable or
                          recurring revenue by increasing "traffic," or customers and
                          sales, and raising "tolls," or prices in connection with the
                          growth of the Internet.
                          ------------------------------------------------------------

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond     Seeks to maximize total return, consistent with preservation
                          of capital and prudent investment management.

                          Invests at least 65% of its assets in a diversified
                          portfolio of junk bonds rated at least B by Moody's Investor
                          Services, Inc. or Standard & Poor's or, if unrated,
                          determined by the portfolio manager to be of comparable
                          quality.
                          ------------------------------------------------------------

PIMCO StocksPLUS          Seeks to achieve a total return which exceeds the total
   Growth and Income      return performance of the Standard & Poor's 500 Stock Index.

                          Invests primarily in common stocks, options, futures,
                          options on futures and swaps.
                          ------------------------------------------------------------

PILGRIM VARIABLE INSURANCE TRUST (formerly ING Variable Insurance Trust)
Pilgrim Global Brand      Seeks to provide investors with long-term capital
   Names Fund (formerly   appreciation.
   ING Global Brand
   Names Fund)            Invests at least 65% of its total assets in equity
                          securities of companiesthat have a well recognized
                          franchise, a global presence and derive most of their
                          revenues from sales of consumer goods.
                          ------------------------------------------------------------

THE PRUDENTIAL SERIES FUND
Prudential Jennison       Seeks long-term growth of capital.

                          Invests primarily in companies that have shown growth in
                          earnings and sales, high return on equity and assets or
                          other strong financial data and are also attractively valued
                          in the opinion of themanager. Dividend income from
                          investments will be incidental.
                          ------------------------------------------------------------

SP Jennison International Seeks long-term growth of capital.
   Growth
                          Invests primarily in equity-related securities of issuers
                          located in at least five different foreign countries.
                          ------------------------------------------------------------

GENERATIONS-110929                     19
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
PILGRIM VARIABLE PRODUCTS TRUST
Pilgrim VP MagnaCap       Seeks growth of capital, with dividend income as a secondary
                          consideration.

                          Invests primarily in equity securities of companies meeting
                          investment policy criteria of consistent and substantially
                          increasing dividends, reinvested earnings, strong balance
                          sheet and attractive price. Invests primarily in companies
                          included in the largest 500 U.S. companies.
                          ------------------------------------------------------------

Pilgrim VP SmallCap       Seeks long-term capital appreciation.
   Opportunities
                          Invests primarily in the common stock of smaller,
                          lesser-known U.S. companies that the portfolio manager
                          believes have above average prospects for growth.
                          ------------------------------------------------------------

Pilgrim VP Growth         Seeks long-term growth of capital.
   Opportunities
                          Invests primarily in U.S. companies that the portfolio
                          manager believes have above average prospects for growth.
                          ------------------------------------------------------------

PROFUNDS
ProFund VP Bull           Seeks daily investment results that correspond to the
                          performance of the Standard & Poor's 500 Stock Index.

                          Invests in securities and other financial instruments, such
                          as futures and options on futures in pursuit of the
                          portfolio's objective regardless of market conditions,
                          trends or direction and seeks to provide correlation with
                          the benchmark on a daily basis.
                          ------------------------------------------------------------

ProFund VP Small-Cap      Seeks daily investment results that correspond to the
                          performance of the Russell 2000 Index.

                          Invests in securities and other financial instruments, such
                          as futures and options on futures in pursuit of the
                          portfolio's objective regardless of market conditions,
                          trends or direction and seeks to provide correlation with
                          the benchmark on a daily basis.
                          ------------------------------------------------------------

ProFund VP Europe 30      Seeks daily investment results that correspond to the
                          performance of the ProFunds Europe 30 Index.

                          Invests in securities and other financial instruments, such
                          as futures and options on futures and American Depository
                          Receipts in pursuit of the portfolio's objective regardless
                          of market conditions, trends or direction and seeks to
                          provide correlation with the benchmark on a daily basis.
                          ------------------------------------------------------------
INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager to each portfolio of the
GCG Trust. The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services. The monthly fee is based on the average daily
net assets of an investment portfolio, and in some cases, the combined total
assets of certain grouped portfolios. Directed Services provides or procures, at
its own expense, the services necessary for the operation of the portfolio,
including retaining portfolio managers to manage the assets of the various
portfolios. Directed Services (and not the GCG Trust) pays each portfolio
manager a monthly fee for managing the assets of a portfolio, based on the
annual rates of the average daily net assets of a portfolio. For a list of the
portfolio managers, see the front cover of this prospectus. Directed Services
does not bear

GENERATIONS-110929                     20
the expense of brokerage fees and other transactional expenses for
securities, taxes (if any) paid by a portfolio, interest on borrowing,
fees and expenses of the independent trustees, and extraordinary
expenses, such as litigation or indemnification expenses.

Pacific Investment Management Company ("PIMCO") serves as investment advisor to
each portfolio of the PIMCO Variable Insurance Trust. PIMCO provides the overall
business management and administrative services necessary for each portfolio's
operation. PIMCO provides or procures, at its own expense, the services and
information necessary for the proper conduct of business and ordinary operation
of each portfolio. The PIMCO Variable Insurance Trust pays PIMCO a monthly
advisory fee and a separate monthly administrative fee per year, each fee based
on the average daily net assets of each of the investment portfolios, for
managing the assets of the portfolios and for administering the PIMCO Variable
Insurance Trust. PIMCO does not bear the expense of brokerage fees and other
transactional expenses for securities, taxes (if any) paid by a portfolio,
interest on borrowing, fees and expense of the independent trustees, and
extraordinary expenses, such as litigation or indemnification expenses.

Credit Suisse Asset Management, LLC serves as the investment advisor of the
Credit Suisse Warburg Pincus Trust. The Credit Suisse Warburg Pincus Trust pays
Credit Suisse Asset Management a monthly advisory fee based on the average daily
net assets of the investment portfolio and also procures the services necessary
for the operation of its portfolios. The Credit Suisse Warburg Pincus Trust pays
monthly administrative fees to two co-administrators for administrative
services, one of which is an affiliate of Credit Suisse Asset Management. The
monthly administrative fee is based on the portfolio's average daily net assets.
Credit Suisse Asset Management does not bear any portfolio expenses.

ING Pilgrim  Investments,  LLC ("ING Pilgrim")  serves as the overall manager of
Pilgrim  Variable  Insurance  Trust amd Pilgrim  Variable  Products  Trust.  ING
Pilgrim supervises all aspects of the Trusts' operations and provides investment
advisory services to the portfolios of the Trusts,  including engaging portfolio
managers,  as well as monitoring  and evaluating the management of the assets of
each portfolio by its portfolio manager.  ING Pilgrim, as well as each portfolio
manager it engages,  is a wholly  owned  indirect  subsidiary  of ING Groep N.V.
Except for  agreements  to  reimburse  certain  expenses of the  portfolio,  ING
Pilgrim does not bear any portfolio expenses.

The Prudential Insurance Company of America ("Prudential") and its subsidiary,
Prudential Investments Fund Management LLC ("PIFM") serve as the overall
investment advisers to the Prudential Series Fund. Prudential and PIFM are
responsible for the management of the Prudential Series Fund and provide
investment advice and related services. For the Prudential Jennison Portfolio
and SP Jennison International Growth Portfolio, Prudential and PIFM engage
Jennison Associates LLC to serve as sub-adviser and to provide day-to-day
management. Prudential and PIFM pay the sub-adviser out of the fee they receive
from the Prudential Series Fund. Each portfolio pays its own administrative
costs.

ProFunds Advisors LLC serves as the investment advisor of the ProFunds. The
ProFunds pay ProFunds Advisors LLC a monthly advisory fee based on the average
daily net assets of each investment portfolio. Each portfolio pays its own
administrative costs.

Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, five portfolios deduct a
service fee, which is used to compensate service providers for administrative
and contract holder services provided on behalf of the portfolios, and six
portfolios deduct a distribution or 12b-1 fee, which is used to finance any
activity that is primarily intended to result in the sale of shares of the
applicable portfolio. Based on actual portfolio experience in 2000, together
with estimated costs for new portfolios, total estimated portfolio fees and
charges for 2001 range from 0.55% to 1.86%. See "Fees and Expenses" in this
prospectus.

We may receive compensation from the investment advisors, administrators and
distributors or directly from the portfolios in connection with administrative,
distribution or other services and cost savings attributable to our services. It
is anticipated that such compensation will be based on assets of the particular
portfolios attributable to the Contract. The compensation paid by advisors,
administrators or distributors may vary.

GENERATIONS-110929                     21
YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS
MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.

RESTRICTED FUNDS
We may designate any investment option as a Restricted Fund and limit the amount
you may allocate or transfer to a Restricted Fund. We may establish any such
limitation, at our discretion, as a percentage of premium or contract value or
as a specified dollar amount and change the limitation at any time. Currently,
we have not designated any investment option as a Restricted Fund. We may, with
30 days notice to you, designate any investment portfolio as a Restricted Fund
or change the limitations on existing contracts with respect to new premiums
added to such investment portfolio and also with respect to new transfers to
such investment portfolio. If a change is made with regard to designation as a
Restricted Fund or applicable limitations, such change will apply only to
transactions effected after such change.

We limit your investment in the Restricted Funds on both an aggregate basis for
all Restricted Funds and for each individual Restricted Fund. The aggregate
limits for investment in all Restricted Funds are expressed as a percentage of
contract value, percentage of premium and maximum dollar amount. Currently, your
investment in two or more Restricted Funds would be subject to each of the
following three limitations: no more than 30 percent of contract value, up to
100 percent of each premium and no more than $999,999,999. We may change these
limits, in our discretion, for new contracts, premiums, transfers or
withdrawals.

We also limit your investment in each individual Restricted Fund. The limits for
investment in each Restricted Fund are expressed as a percentage of contract
value, percentage of premium and maximum dollar amount. Currently, the limits
for investment in an individual Restricted Fund are the same as the aggregate
limits set forth above. We may change these limits, in our discretion, for new
contracts, premiums, transfers or withdrawals.

We monitor the aggregate and individual limits on investments in Restricted
Funds for each transaction (e.g. premium payments, reallocations, withdrawals,
dollar cost averaging). If the contract value in the Restricted Fund has
increased beyond the applicable limit due to market growth, we will not require
the reallocation or withdrawal of contract value from the Restricted Fund.
However, if an aggregate limit has been exceeded, withdrawals must be taken
either from the Restricted Funds or taken pro rata from all investment options
in which contract value is allocated, so that the percentage of contract value
in the Restricted Funds following the withdrawal is less than or equal to the
percentage of contract value in the Restricted Funds prior to the withdrawal.

We will not permit a transfer to the Restricted Funds to the extent that it
would increase the contract value in the Restricted Fund or in all Restricted
Funds to more than the applicable limits set forth above. We will not limit
transfers from Restricted Funds. If the result of multiple reallocations is to
lower the percentage of total contract value in Restricted Funds, the
reallocation will be permitted even if the percentage of contract value in a
Restricted Fund is greater than its limit.

Please see "Withdrawals" and "Transfers Among Your Investments" in this
prospectus for more information on the effect of Restricted Funds.

GENERATIONS-110929                     22
--------------------------------------------------------------------------------
                          THE FIXED INTEREST ALLOCATION
--------------------------------------------------------------------------------

You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period. Every time you allocate money to the Fixed Account, we set
up a Fixed Interest Allocation for the guaranteed interest period you select. We
currently offer guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10
years, although we may not offer all these periods in the future. You may select
one or more guaranteed interest periods at any one time. We will credit your
Fixed Interest Allocation with a guaranteed interest rate for the interest
period you select, so long as you do not withdraw money from that Fixed Interest
Allocation before the end of the guaranteed interest period. Each guaranteed
interest period ends on its maturity date which is the last day of the month in
which the interest period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a Fixed
Interest Allocation more than 30 days before the end of the guaranteed interest
period, we will apply a Market Value Adjustment to the transaction. A Market
Value Adjustment could increase or decrease the amount you surrender, withdraw,
transfer or annuitize, depending on current interest rates at the time of the
transaction. YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN YOUR PRINCIPAL IF
WE APPLY A MARKET VALUE ADJUSTMENT.

Assets supporting amounts allocated to the Fixed Account are available to fund
the claims of all classes of our customer, contract owners and other creditors.
Interests under your Contract relating to the Fixed Account are registered under
the Securities Act of 1933, but the Fixed Account is not registered under the
1940 Act.

SELECTING A GUARANTEED INTEREST PERIOD
You may select one or more Fixed Interest Allocations with specified guaranteed
interest periods. A guaranteed interest period is the period that a rate of
interest is guaranteed to be credited to your Fixed Interest Allocation. We may
at any time decrease or increase the number of guaranteed interest periods
offered. In addition, we may offer DCA Fixed Interest Allocations, which are
6-month and 1-year Fixed Interest Allocations available exclusively in
connection with our dollar cost averaging program. For more information on DCA
Fixed Interest Allocations, see "Transfers Among Your Investments -- Dollar Cost
Averaging."

Your contract value in the Fixed Account is the sum of your Fixed Interest
Allocations and the interest credited as adjusted for any withdrawals (including
any Market Value Adjustment applied to such withdrawal), transfers or other
charges we may impose. Your Fixed Interest Allocation will be credited with the
guaranteed interest rate in effect for the guaranteed interest period you
selected when we receive and accept your premium or reallocation of contract
value. We will credit interest daily at a rate which yields the quoted
guaranteed interest rate.

GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is guaranteed as
long as you do not take your money out until its maturity date. We do not have a
specific formula for establishing the guaranteed interest rates for the
different guaranteed interest periods. We determine guaranteed interest rates at
our sole discretion. To find out the current guaranteed interest rate for a
guaranteed interest period you are interested in, please contact our Customer
Service Center or your registered representative. The determination may be
influenced by the interest rates on fixed income investments in which we may
invest with the amounts we receive under the Contracts. We will invest these
amounts primarily in investment-grade fixed income securities (i.e., rated by
Standard & Poor's rating system to be suitable for prudent investors) although
we are not obligated to invest according to any particular strategy, except as
may be required by applicable law. You will have no direct or indirect interest
in these investments. We will also consider other factors in determining the
guaranteed interest rates, including regulatory and tax requirements, sales
commissions and administrative expenses borne by us, general economic trends and
competitive factors. We cannot predict the level of future interest rates but no
Fixed Interest Allocation will ever have a guaranteed interest rate of less than
3% per year.

GENERATIONS-110929                     23
We may from time to time at our discretion offer interest rate specials for new
premiums that are higher than the current base interest rate. Renewal rates for
such rate specials will be based on the base interest rate and not on the
special rates initially declared.

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to one or
more new Fixed Interest Allocations with new guaranteed interest periods, or to
any of the subaccounts of Separate Account B. We will transfer amounts from your
Fixed Interest Allocations starting with the guaranteed interest period nearest
its maturity date, until we have honored your transfer request.

The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $100. If a transfer request would reduce the contract value
remaining in a Fixed Interest Allocation to less than $100, we will treat such
transfer request as a request to transfer the entire contract value in such
Fixed Interest Allocation. Transfers from a Fixed Interest Allocation may be
subject to a Market Value Adjustment. If you have a special Fixed Interest
Allocation that was offered exclusively with our dollar cost averaging program,
cancelling dollar cost averaging will cause a transfer of the entire contract
value in such Fixed Interest Allocation to the Liquid Asset subaccount, and such
a transfer is subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may transfer amounts
from the applicable Fixed Interest Allocation to the subaccounts and/or to new
Fixed Interest Allocations with guaranteed interest periods of any length we are
offering at that time. You may not, however, transfer amounts to any Fixed
Interest Allocation with a guaranteed interest period that extends beyond the
annuity start date.

At least 30 calendar days before a maturity date of any of your Fixed Interest
Allocations, or earlier if required by state law, we will send you a notice of
the guaranteed interest periods that are available. You must notify us which
subaccounts or new guaranteed interest periods you have selected before the
maturity date of your Fixed Interest Allocations. If we do not receive timely
instructions from you, we will transfer the contract value in the maturing Fixed
Interest Allocation to a new Fixed Interest Allocation with a guaranteed
interest period that is the same as the expiring guaranteed interest period. If
such guaranteed interest period is not available or would go beyond the annuity
start date, we will transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does not go
beyond the annuity start date. If no such guaranteed interest period is
available, we will transfer the contract value to a subaccount specially
designated by the Company for such purpose. Currently we use the Liquid Asset
subaccount for such purpose.

Please be aware that the benefit we pay under certain optional benefit riders
will be adjusted by any transfers you make to and from the Fixed Interest
Allocations during specified periods while the rider is in effect. See "Optional
Riders."

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your contract value
in any Fixed Interest Allocation. You may make systematic withdrawals of only
the interest earned during the prior month, quarter or year, depending on the
frequency chosen, from a Fixed Interest Allocation under our systematic
withdrawal option. Systematic withdrawals from a Fixed Interest Allocation are
not permitted if such Fixed Interest Allocation is currently participating in
the dollar cost averaging program. A withdrawal from a Fixed Interest Allocation
may be subject to a Market Value Adjustment and, in some cases, a surrender
charge. Be aware that withdrawals may have federal income tax consequences,
including a 10% penalty tax.

If you tell us the Fixed Interest Allocation from which your withdrawal will be
made, we will assess the withdrawal against that Fixed Interest Allocation. If
you do not, we will assess your withdrawal against the subaccounts in which you
are invested unless the withdrawal exceeds the contract value in the
subaccounts. If there is no contract value in those subaccounts, we will deduct
your withdrawal from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until we have honored
your request.

GENERATIONS-110929                     24
Please be aware that the benefit we pay under any of the optional riders will be
reduced by any withdrawals you make from the Fixed Interest Allocations during
the period while the rider is in effect. See "Optional Riders."

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on your
contract value.

We will apply a Market Value Adjustment (i) whenever you withdraw or transfer
money from a Fixed Interest Allocation (unless made within 30 days before the
maturity date of the applicable guaranteed interest period, or under the
systematic withdrawal or dollar cost averaging program) and (ii) if on the
annuity start date a guaranteed interest period for any Fixed Interest
Allocation does not end on or within 30 days of the annuity start date.

We determine the Market Value Adjustment by multiplying the amount you withdraw,
transfer or apply to an income plan by the following factor:

                                            N/365
                         ((1+I)/(1+J+.0025))     -1

Where,

     o    "I" is the Index Rate for a Fixed Interest Allocation on the first day
          of the guaranteed interest period;

     o    "J" is equal to the following:

          (1)  If calculated for a Fixed Interest Allocation of 1 year or more,
               then "J" is the Index Rate for a new Fixed Interest Allocation
               with a guaranteed interest period equal to the time remaining
               (rounded up to the next full year except in Pennsylvania) in the
               guaranteed interest period;

          (2)  If calculated for a Fixed Interest Allocation of 6 months, then
               "J" is the lesser of the Index Rate for a new Fixed Interest
               Allocation with (i) a 6 month guaranteed interest period, or (ii)
               a 1 year guaranteed interest period, at the time of calculation;
               and

     o    "N" is the remaining number of days in the guaranteed interest period
          at the time of calculation.

The Index Rate is the average of the Ask Yields for U.S. Treasury Strips as
quoted by a national quoting service for a period equal to the applicable
guaranteed interest period. The average currently is based on the period
starting from the 22nd day of the calendar month two months prior to the month
of the Index Rate determination and ending the 21st day of the calendar month
immediately before the month of determination. We currently calculate the Index
Rate once each calendar month but have the right to calculate it more
frequently. The Index Rate will always be based on a period of at least 28 days.
If the Ask Yields are no longer available, we will determine the Index Rate by
using a suitable and approved, if required, replacement method.

A Market Value Adjustment may be positive, negative or result in no change. In
general, if interest rates are rising, you bear the risk that any Market Value
Adjustment will likely be negative and reduce your contract value. On the other
hand, if interest rates are falling, it is more likely that you will receive a
positive Market Value Adjustment that increases your contract value. In the
event of a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from the amount
surrendered, transferred or annuitized. In the event of a partial withdrawal,
transfer or annuitization, we will add or subtract any Market Value Adjustment
from the total amount withdrawn, transferred or annuitized in order to provide
the amount requested. If a negative Market Value Adjustment exceeds your
contract value in the Fixed Interest Allocation, we will consider your request
to be a full surrender, transfer or annuitization of the Fixed Interest
Allocation.

Several examples which illustrate how the Market Value Adjustment works are
included in Appendix B.

GENERATIONS-110929                     25
--------------------------------------------------------------------------------
                                  SPECIAL FUNDS
--------------------------------------------------------------------------------

We use the term Special Funds in the discussion of the enhanced death benefit
options and the optional riders. The Special Funds currently include the Liquid
Asset subaccount, Limited Maturity Bond subaccount and the Fixed Interest
Allocations. The Company may, at any time, designate new and/or existing
subaccounts as a Special Fund with 30 days notice with respect to new premiums
added or transfers to such subaccounts. Such subaccounts will include those
that, due to their volatility, are excluded from the death benefit and/or living
benefit guarantees that may otherwise be provided. Allocations to Special Funds
will not affect the death benefit that may be available under the earnings
multiplier benefit rider. Designation of a subaccount as a Special Fund may vary
by benefit. For example, a subaccount may be designated a Special Fund for
purposes of calculating a living benefit, but not a death benefit, or for
calculating one death benefit and not another.

--------------------------------------------------------------------------------
                              THE ANNUITY CONTRACT
--------------------------------------------------------------------------------

The Contract described in this prospectus is a deferred combination variable and
fixed annuity contract. The Contract provides a means for you to invest in one
or more of the available mutual fund portfolios of the GCG Trust, the PIMCO
Variable Insurance Trust, the Credit Suisse Warburg Pincus Trust, the Pilgrim
Variable Insurance Trust, the Prudential Series Fund, the Pilgrim Variable
Products Trust and the ProFunds through Separate Account B. It also provides a
means for you to invest in a Fixed Interest Allocation through the Fixed
Account.

CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date. Each 12-month
period following the contract date is a contract year.

ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments under
your Contract. The Contract, like all deferred variable annuity contracts, has
two phases: the accumulation phase and the income phase. The accumulation phase
is the period between the contract date and the annuity start date. The income
phase begins when you start receiving regular annuity payments from your
Contract on the annuity start date.

CONTRACT OWNER
You are the contract owner. You are also the annuitant unless another annuitant
is named in the application. You have the rights and options described in the
Contract. One or more persons may own the Contract. If there are multiple owners
named, the age of the oldest owner will determine the applicable death benefit
if such death benefit is available for multiple owners.

The death benefit becomes payable when you die. In the case of a sole contract
owner who dies before the income phase begins, we will pay the beneficiary the
death benefit then due. The sole contract owner's estate will be the beneficiary
if no beneficiary has been designated or the beneficiary has predeceased the
contract owner. In the case of a joint owner of the Contract dying before the
income phase begins, we will designate the surviving contract owner as the
beneficiary. This will override any previous beneficiary designation.

If the contract owner is a trust and a beneficial owner of the trust has been
designated, the beneficial owner will be treated as the contract owner for
determining the death benefit. If a beneficial owner is changed or added after
the contract date, this will be treated as a change of contract owner for
determining the death benefit.

     JOINT OWNER. For non-qualified Contracts only, joint owners may be named in
a written request before the Contract is in effect. Joint owners may
independently exercise transfers and other transactions allowed under the
Contract. All other rights of ownership must be exercised by both owners. Joint
owners own equal

GENERATIONS-110929                     26
shares of any benefits accruing or payments made to them. All rights of a joint
owner end at death of that owner if the other joint owner survives. The entire
interest of the deceased joint owner in the Contract will pass to the surviving
joint owner and the death benefit will be payable. Joint owners may only select
the Standard Death Benefit option. The earnings multiplier benefit rider is not
available when there are joint owners.

Any addition or deletion of a joint owner is treated as a change of owner which
may affect the amount of the death benefit. See "Change of Contract Owner or
Beneficiary" below. If you have elected an enhanced death benefit, and you add a
joint owner, if the older joint owner is attained age 85 or under, the enhanced
death benefit from the date of change will end, and the Standard Death Benefit
will apply. For all death benefit options, if the older joint owner's attained
age is 86 or over on the date of the ownership change, the death benefit will be
the cash surrender value. The mortality and expense risk charge going forward
will reflect the change in death benefit. If you elected the earnings multiplier
benefit rider, it will terminate if a joint owner is added. Note that returning
a Contract to single owner status will not restore any Enhanced Death Benefit or
the earnings multiplier benefit. Unless otherwise specified, the term "age" when
used for joint owners shall mean the age of the oldest owner.

ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant's age determines when the income
phase must begin and the amount of the annuity payments to be paid. You are the
annuitant unless you choose to name another person. The annuitant may not be
changed after the Contract is in effect.

The contract owner will receive the annuity benefits of the Contract if the
annuitant is living on the annuity start date. If the annuitant dies before the
annuity start date and a contingent annuitant has been named, the contingent
annuitant becomes the annuitant (unless the contract owner is not an individual,
in which case the death benefit becomes payable).

If there is no contingent annuitant when the annuitant dies before the annuity
start date, the contract owner will become the annuitant. The contract owner may
designate a new annuitant within 60 days of the death of the annuitant.

If there is no contingent annuitant when the annuitant dies before the annuity
start date and the contract owner is not an individual, we will pay the
designated beneficiary the death benefit then due. If a beneficiary has not been
designated, or if there is no designated beneficiary living, the contract owner
will be the beneficiary. If the annuitant was the sole contract owner and there
is no beneficiary designation, the annuitant's estate will be the beneficiary.

Regardless of whether a death benefit is payable, if the annuitant dies and any
contract owner is not an individual, distribution rules under federal tax law
will apply. You should consult your tax advisor for more information if you are
not an individual.

BENEFICIARY
The beneficiary is named by you in a written request. The beneficiary is the
person who receives any death benefit proceeds and who becomes the successor
contract owner if the contract owner (or the annuitant if the contract owner is
other than an individual) dies before the annuity start date. We pay death
benefits to the primary beneficiary (unless there are joint owners, in which
case death proceeds are payable to the surviving owner(s)).

If the beneficiary dies before the annuitant or the contract owner, the death
benefit proceeds are paid to the contingent beneficiary, if any. If there is no
surviving beneficiary, we pay the death benefit proceeds to the contract owner's
estate.

One or more persons may be a beneficiary or contingent beneficiary. In the case
of more than one beneficiary, we will assume any death benefit proceeds are to
be paid in equal shares to the surviving beneficiaries.

GENERATIONS-110929                     27
You have the right to change beneficiaries during the annuitant's lifetime
unless you have designated an irrevocable beneficiary. When an irrevocable
beneficiary has been designated, you and the irrevocable beneficiary may have to
act together to exercise some of the rights and options under the Contract.

     CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime,
you may transfer ownership of a non-qualified Contract. A change in ownership
may affect the amount of the death benefit, the guaranteed minimum death benefit
and/or the death benefit option applied to the contract, the amount of the
earnings multiplier benefit, if applicable, and the continuation of any other
optional rider that you have elected. The new owner's age, as of the date of the
change, will be used as the basis for determining the applicable benefits and
charges. The new owner's death will determine when a death benefit is payable.

If you have elected the Standard Death Benefit option, the minimum guaranteed
death benefit will continue if the new owner is age 85 or under on the date of
the ownership change. For the Deferred Ratchet Death Benefit, if the new owner
is age 76 or under on the date that ownership changes, the minimum guaranteed
death benefit will continue, and the annual ratchet will stop upon the new owner
attaining age 85. If the new owner is age 77 or older on the date of the
ownership change (but less than age 86), and the contract has not reached the
8th anniversary, the deferred ratchet will apply upon the 8th anniversary; if
the contract is beyond the 8th anniversary, there will be no further ratchets.
For all other death benefit options, if the new owner is age 79 or under on the
date that ownership changes, the minimum guaranteed death benefit will continue.
If the new owner is age 80 to 85, the enhanced death benefit will end, and the
death benefit will become the Standard Death Benefit. For all death benefit
options, if the new owner's attained age is 86 or over on the date of the
ownership change, the death benefit will be the cash surrender value. The
mortality and expense risk charge going forward will reflect the change in death
benefit. Please note that once a death benefit has been changed due to a change
in owner, a subsequent change to a younger owner will not restore any Enhanced
Death Benefits.

If you have elected the earnings multiplier benefit rider, and the new owner is
under age 76, the rider will continue. The benefit and charge will be adjusted
to reflect the attained age of the new owner as the issue age. The Maximum Base
and Benefit Base percentages in effect on the original rider date will be used
to calculate the benefit. If the new owner is age 76 or over, the rider will
terminate. If you have not elected the earnings multiplier benefit rider, the
new owner may not add the rider upon the change of ownership.

If you have elected another optional rider, the rider will terminate upon a
change of ownership.

You may also change the beneficiary. All requests for changes must be in writing
and submitted to our Customer Service Center in good order. The change will be
effective as of the day you sign the request. The change will not affect any
payment made or action taken by us before recording the change.

A change of owner may have tax consequences.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract owner are
not older than age 75.

The initial premium payment must be $5,000 or more
($1,500 for qualified Contracts). You may make additional payments of $100 or
more ($50 for qualified Contracts) at any time after the free look period before
you turn age 85. Under certain circumstances, we may waive the minimum premium
payment requirement. We may also change the minimum initial or additional
premium requirements for certain group or sponsored arrangements. Any initial or
additional premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior approval. The
Contract may not be available to all ages through all broker-dealers.

IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See "Fees
and Expenses" in this prospectus.

GENERATIONS-110929                     28
CREDITING OF PREMIUM PAYMENTS
We will process your initial premium within 2 business days after receipt, if
the application and all information necessary for processing the Contract are
complete. Subsequent premium payments will be
processed within 1 business day if we receive all information necessary. In
certain states we also accept initial and additional premium payments by wire
order. Wire transmittals must be accompanied by sufficient electronically
transmitted data. We may retain your initial premium payment for up to 5
business days while attempting to complete an incomplete application. If the
application cannot be completed within this period, we will inform you of the
reasons for the delay. We will also return the premium payment immediately
unless you direct us to hold the premium payment until the application is
completed.

We will allocate your initial payment according to the instructions you
specified.

If a subaccount is not available or requested in error, we will make inquiry
about a replacement subaccount. If we are unable to reach you or your
representative, we will consider the application incomplete. For initial premium
payments, the payment will be credited at the accumulation unit value next
determined after we receive your premium payment and the completed application.
Once the completed application is received, we will allocate the payment to the
subaccounts and/or Fixed Interest Allocation specified by you within 2 business
days.

We will make inquiry to discover any missing information related to subsequent
payments. We will allocate the subsequent payment(s) pro rata according to the
current variable subaccount allocation unless you specify otherwise. Any fixed
allocation(s) will not be considered in the pro rata calculations. If a
subaccount is no longer available or requested in error, we will allocate the
subsequent payment(s) proportionally among the other subaccount(s) in your
current allocation or your allocation instructions. For any subsequent premium
payments, the payment will be credited at the accumulation unit value next
determined after receipt of your premium payment and instructions.

Once we allocate your premium payment to the subaccounts selected by you, we
convert the premium payment into accumulation units. We divide the amount of the
premium payment allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to determine the number of accumulation
units of the subaccount to be held in Separate Account B with respect to your
Contract. The net investment results of each subaccount vary with its investment
performance.

If your premium payment was transmitted by wire order from your broker- dealer,
we will follow one of the following two procedures after we receive and accept
the wire order and investment instructions. The procedure we follow depends on
state availability and the procedures of your broker-dealer.

     (1)  If either your state or broker-dealer do not permit us to issue a
          Contract without an application, we reserve the right to rescind the
          Contract if we do not receive and accept a properly completed
          application or enrollment form within 5 days of the premium payment.
          If we do not receive the application or form within 5 days of the
          premium payment, we will refund the contract value plus any charges we
          deducted, and the Contract will be voided. Some states require that we
          return the premium paid, in which case we will comply.

     (2)  If your state and broker-dealer allow us to issue a Contract without
          an application, we will issue and mail the Contract to you or your
          representative, together with an Application Acknowledgement Statement
          for your execution. Until our Customer Service Center receives the
          executed Application Acknowledgement Statement, neither you nor the
          broker-dealer may execute any financial transactions on your Contract
          unless they are requested in writing by you. We may require additional
          information before complying with your request (e.g., signature
          guarantee).

In some states, we may require that an initial premium designated for a
subaccount of Separate Account B or the Fixed Account be allocated to a
subaccount specially designated by the Company (currently, the Liquid Asset
subaccount) during the free look period. After the free look period, we will
convert your contract value (your initial premium plus any earnings less any
expenses) into accumulation units of the subaccounts you previously selected.
The accumulation units will be allocated based on the accumulation unit value
next

GENERATIONS-110929                     29
computed for each subaccount. Initial premiums designated for Fixed Interest
Allocations will be allocated to a Fixed Interest Allocation with the guaranteed
interest period you have chosen; however, in the future we may allocate the
premiums to the specially designated subaccount during the free look period.

ADMINISTRATIVE PROCEDURES
We may accept a request for Contract service in writing, by telephone, or other
approved electronic means, subject to our administrative procedures, which vary
depending on the type of service requested and may include proper completion of
certain forms, providing appropriate identifying information, and/or other
administrative requirements. We will process your request at the contract value
next determined only after you have met all administrative requirements.

CONTRACT VALUE
We determine your contract value on a daily basis beginning on the contract
date. Your contract value is the sum of (a) the contract value in the Fixed
Interest Allocations, and (b) the contract value in each subaccount in which you
are invested.

     CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS. The contract value in your
Fixed Interest Allocation is the sum of premium payments allocated to the Fixed
Interest Allocation under the Contract, plus contract value transferred to the
Fixed Interest Allocation, plus credited interest, minus any transfers and
withdrawals from the Fixed Interest Allocation (including any Market Value
Adjustment applied to such withdrawal), contract fees, and premium taxes.

     CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value
in the subaccount in which you are invested is equal to the initial premium paid
and designated to be allocated to the subaccount. On the contract date, we
allocate your contract value to each subaccount and/or a Fixed Interest
Allocation specified by you, unless the Contract is issued in a state that
requires the return of premium payments during the free look period, in which
case, the portion of your initial premium not allocated to a Fixed Interest
Allocation may be allocated to a subaccount specially designated by the Company
during the free look period for this purpose (currently, the Liquid Asset
subaccount).

On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:

     (1)  We take the contract value in the subaccount at the end of the
          preceding business day.

     (2)  We multiply (1) by the subaccount's Net Investment Factor since the
          preceding business day.

     (3)  We add (1) and (2).

     (4)  We add to (3) any additional premium payments, and then add or
          subtract any transfers to or from that subaccount.

     (5)  We subtract from (4) any withdrawals and any related charges, and then
          subtract any contract fees and premium taxes.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract. The cash surrender value will fluctuate daily based on the investment
results of the subaccounts in which you are invested and interest credited to
Fixed Interest Allocations and any Market Value Adjustment. We do not guarantee
any minimum cash surrender value. On any date during the accumulation phase, we
calculate the cash surrender value as follows: we start with your contract
value, then we adjust for any Market Value Adjustment, then we deduct any
surrender charge, any charge for premium taxes, the annual contract
administrative fee, and any other charges incurred but not yet deducted.

GENERATIONS-110929                     30
SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living and
before the annuity start date. A surrender will be effective on the date your
written request and the Contract are received at our Customer Service Center. We
will determine and pay the cash surrender value at the price next determined
after receipt of all paperwork required in order for us to process your
surrender. Once paid, all benefits under the Contract will be terminated. For
administrative purposes, we will transfer your money to a specially designated
subaccount (currently the Liquid Asset subaccount) prior to processing the
surrender. This
transfer will have no effect on your cash surrender value. You may receive the
cash surrender value in a single sum payment or apply it under one or more
annuity options. We will usually pay the cash surrender value within 7 days.

Consult your tax advisor regarding the tax consequences associated with
surrendering your Contract. A surrender made before you reach age 59 1/2 may
result in a 10% tax penalty. See "Federal Tax Considerations" for more details.

THE SUBACCOUNTS
Each of the 39 subaccounts of Separate Account B offered under this prospectus
invests in an investment portfolio with its own distinct investment objectives
and policies. Each subaccount of Separate Account B invests in a corresponding
portfolio of the GCG Trust, the PIMCO Variable Insurance Trust, the Credit
Suisse Warburg Pincus Trust, the Pilgrim Variable Insurance Trust, the
Prudential Series Fund, the Pilgrim Variable Products Trust or the ProFunds.

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.

We may amend the Contract to conform to applicable laws or governmental
regulations. If we feel that investment in any of the investment portfolios has
become inappropriate to the purposes of the Contract, we may, with approval of
the SEC (and any other regulatory agency, if required) substitute another
portfolio for existing and future investments. If you have elected the dollar
cost averaging, systematic withdrawals, or automatic rebalancing programs or if
you have other outstanding instructions, and we substitute or otherwise
eliminate a portfolio which is subject to those instructions, we will execute
your instructions using the substituted or proposed replacement portfolio unless
you request otherwise. The substitute or proposed replacement portfolio may have
higher fees and charges than any portfolio it replaces.

We also reserve the right to: (i) deregister Separate Account B under the 1940
Act; (ii) operate Separate Account B as a management company under the 1940 Act
if it is operating as a unit investment trust; (iii) operate Separate Account B
as a unit investment trust under the 1940 Act if it is operating as a managed
separate account; (iv) restrict or eliminate any voting rights as to Separate
Account B; and (v) combine Separate Account B with other accounts.

We will, of course, provide you with written notice before any of these changes
are effected.

THE FIXED ACCOUNT
The Fixed Account is a segregated asset account which contains the assets that
support a contract owner's Fixed Interest Allocations. See "The Fixed Interest
Allocations" for more information.

OPTIONAL RIDERS
For Yr-2001 Contracts and subject to state availability, you may elect one of
three optional benefit riders discussed below. You may not add more than one of
these three riders to your Contract. There is a separate charge for each rider.

Once elected, the riders generally may not be cancelled. This means once you add
the rider you may not remove it, and charges will be assessed regardless of the
performance of your Contract. Please see "Charges and Fees -- Optional Rider
Charges" for information on rider charges.

GENERATIONS-110929                     31
THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS. YOU SHOULD ANALYZE
EACH RIDER THOROUGHLY AND UNDERSTAND COMPLETELY BEFORE YOU SELECT ANY. THE
OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL OR PREMIUM PAYMENTS AND
DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC INVESTMENT PORTFOLIO UNDER THE
CONTRACT. YOU SHOULD CONSULT A QUALIFIED FINANCIAL ADVISER IN EVALUATING THE
RIDERS.

THE OPTIONAL RIDERS MAY NOT BE APPROVED IN ALL STATES. CHECK WITH OUR CUSTOMER
SERVICE CENTER FOR AVAILABILITY IN YOUR STATE. THE TELEPHONE NUMBER IS (800)
366-0066.

RIDER DATE. We use the term rider date in the discussion of the optional benefit
riders below. The rider date is the date an optional benefit rider becomes
effective. The rider date is also the contract date if the rider was purchased
at the time the Contract is issued.

NO CANCELLATION. Once you purchase a rider, the rider may not be cancelled,
unless you cancel the Contract during the Contract's free look period,
surrender, annuitize or otherwise terminate the Contract which automatically
cancels any attached rider. Once the Contract continues beyond the free look
period, you may not at any time cancel the rider, except with respect to a
one-time right to cancel the twenty-year option of the Minimum Guaranteed
Accumulation Benefit rider under specified conditions. The Company may, at its
discretion, cancel and/or replace a rider at your request in order to renew or
reset a rider.

TERMINATION. The optional riders are "living benefits." This means that the
guaranteed benefits offered by the riders are intended to be available to you
while you are living and while your Contract is in the accumulation phase. The
optional riders automatically terminate (and all benefits under the rider will
cease) if you annuitize, surrender or otherwise terminate your Contract or die
(first owner to die if there are multiple contract owners, or at death of
annuitant if contract owner is not a natural person), unless your spouse
beneficiary elects to continue the Contract, during the accumulation phase. The
optional rider will also terminate if there is a change in contract ownership
(other than a spousal beneficiary continuation on your death). Other
circumstances which may cause a particular optional rider to terminate
automatically are discussed below with the applicable rider.

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER. The MGAB rider is an
optional benefit which provides you with an MGAB benefit intended to guarantee a
minimum contract value at the end of a specified waiting period. The MGAB is a
one-time adjustment to your contract value in the event your contract value on
the MGAB Benefit Date is less than the MGAB Base. The MGAB rider may offer you
protection in the event your Contract loses value during the MGAB waiting
period. For a discussion of the charges we deduct under the MGAB rider, see
"Optional Rider Charges."

The MGAB rider offers a ten-year option and a twenty-year option, of which you
may purchase only one. The ten-year option has a waiting period of ten years
and, other than for allocations to Special Funds, guarantees that your contract
value at the end of ten years will at least equal your initial premium payment,
reduced pro rata for withdrawals. Transfers made within 3 years prior to the
MGAB Benefit Date will also reduce the benefit pro rata. The twenty-year option
has a waiting period of twenty years and, other than allocations to Special
Funds, guarantees that your contract value at the end of twenty years will at
least equal two times your initial premium payment, reduced pro rata for
withdrawals, and reduced for transfers made within 3 years prior to the MGAB
Benefit Date. If you add the 20 year option rider after the contract date, any
payment of premiums after the rider date, and/or investments in the Special
Funds, may prevent the MGAB Base from doubling over the waiting period.On the
MGAB Benefit Date, which is the next business day after the applicable waiting
period, we calculate your Minimum Guaranteed Accumulation Benefit.

     CALCULATING THE MGAB. We calculate your MGAB as follows:

     1.   WE FIRST DETERMINE YOUR MGAB BASEThe MGAB Base is only a calculation
          used to determine the MGAB. The MGAB Base does not represent a
          contract value, nor does it guarantee performance of the subaccounts
          in which you are invested. It is also not used in determining the
          amount of your annuity income, cash surrender value and death
          benefits.

GENERATIONS-110929                     32
The MGAB Base is tracked separately for Special and Non-Special Funds,
          based on the initial allocation of premium (or contract value),
          subsequently allocated eligible premiums, withdrawals and transfers.
          Contract value is used as the initial value if the rider is added
          after the contract date. The aggregate MGAB Base is used to determine
          the MGAB on the MGAB Benefit Date. THE AGGREGATE MGAB BASE EQUALS THE
          SUM OF (1) THE LESSER OF THE MGAB BASE ALLOCATED TO SPECIAL FUNDS AND
          THE CONTRACT VALUE IN THE SPECIAL FUNDS; AND (2) THE MGAB BASE FOR
          NON-SPECIAL FUNDS. THUS, INVESTING IN THE SPECIAL FUNDS MAY LIMIT THE
          MGAB BENEFIT.

          If you purchased the MGAB rider on the contract date, and

          (i)   elected the ten-year option, your MGAB Base for Special and
                Non-Special Funds is equal to your initial premium, plus any
                additional premium added to your Contract during the 2-year
                period after your rider date, reduced pro rata for any
                withdrawals and reduced for any transfers made within the last 3
                years prior to the MGAB Benefit Date; or

          (ii)  elected the twenty-year option, your MGAB Base for Special and
                Non-Special Funds is equal to your initial premium, plus any
                additional premium added to your Contract during the 2-year
                period after your contract date, accumulated at the MGAB Rate,
                reduced pro rata for any withdrawals and reduced for any
                transfers made within the last 3 years prior to the MGAB Benefit
                Date. The MGAB Rate is the annual effective rate of 3.5265%.
                Accumulation of eligible additional premiums starts on the date
                the premium was received.

          Net transfers from Special Funds to Non-Special Funds will reduce the
          MGAB Base and MGAB Charge Base allocated to Special Funds on a pro
          rata basis. If the transfer is made more than 3 years before the
          Benefit Date, there will be a corresponding increase in the MGAB Base
          for Non-Special Funds equal to the lesser of the reduction in the MGAB
          Base for Special Funds and the net contract value transferred.

          Net transfers from Non-Special Funds to Special Funds will reduce the
          MGAB Base and MGAB Charge Base allocated to Non-Special Funds on a pro
          rata basis. If the transfer is made more than 3 years before the
          Benefit Date, there will be a corresponding increase in the MGAB Base
          for Special Funds equal to the reduction in the MGAB Base for
          Non-Special Funds.

          If you purchased the MGAB rider after the contract date, your MGAB
          Base is equal to your contract value on the rider date, plus premiums
          added during the 2-year period after your rider date. Withdrawals
          taken while the MGAB rider is in effect, as well as transfers made
          within 3 years prior to the MGAB Benefit Date, will reduce the value
          of your MGAB Base pro rata. This means that the MGAB Base (and the
          MGAB Charge Base) will be reduced by the same percent as the percent
          of contract value that was withdrawn (or transferred). We will look to
          your contract value immediately before the withdrawal or transfer when
          we determine this percent.

          ONLY PREMIUMS ADDED TO YOUR CONTRACT DURING THE 2-YEAR PERIOD AFTER
          YOUR RIDER DATE ARE INCLUDED IN THE MGAB BASE. ANY ADDITIONAL PREMIUM
          PAYMENTS YOU ADDED TO YOUR CONTRACT AFTER THE SECOND RIDER ANNIVERSARY
          ARE NOT INCLUDED IN THE MGAB BASE. Thus, the MGAB rider may not be
          appropriate for you if you plan to add substantial premium payments
          after your second rider anniversary.

     2.   WE THEN SUBTRACT YOUR CONTRACT VALUE ON THE MGAB BENEFIT DATE FROM
          YOUR AGGREGATE MGAB BASE. The contract value that we subtract includes
          both the contract value in the subaccounts in which you are invested
          and the contract value in your Fixed Interest Allocations, if any.

     3.   ANY POSITIVE DIFFERENCE IS YOUR MGAB. If there is a MGAB, we will
          automatically credit it on the MGAB Benefit Date to the subaccounts in
          which you are invested pro rata based on the proportion of your
          contract value in the subaccounts on that date, unless you have
          previously given us other allocation instructions. If you do not have
          an investment in any subaccount on the

GENERATIONS-110929                     33
MGAB Benefit Date, we will allocate the MGAB to the Liquid Asset
          subaccount on your behalf. After the crediting of the MGAB, the amount
          of your annuity income, cash surrender value and death benefits will
          reflect the crediting of the MGAB to your contract value to the extent
          the contract value is used to determine such value.

     PURCHASE. To purchase the MGAB rider, you must be age 80 or younger on the
rider date if you choose the ten-year option and age 65 or younger on the rider
date if you choose the twenty-year option. The waiting period must end at or
before your annuity start date. The MGAB rider may be purchased (i) on the
contract date, and (ii) within 30 days following the contract date. For
contracts issued more than 30 days before the date this rider first became
available in your state, the Company may in its discretion allow purchase of
this rider during the 30-day period preceding the first contract anniversary
after the date of this prospectus, or the date of state approval, whichever is
later.

     THE MGAB BENEFIT DATE. If you purchased the MGAB rider on the contract date
or added the MGAB rider within 30 days following the contract date, the MGAB
Benefit Date is your 10th contract anniversary for the ten-year option or 20th
contract anniversary for the twenty-year option. If you added the MGAB rider
during the 30-day period preceding your first contract anniversary after the
date of this prospectus, your MGAB Benefit Date will be the first contract
anniversary occurring after 10 years (for the ten-year option) or 20 years (for
the twenty-year option) after the rider date. The MGAB rider is not available if
the MGAB Benefit Date would fall beyond the latest annuity start date.

     CANCELLATION. If you elected the twenty-year option, you have a one-time
right to cancel the MGAB rider on your first contract anniversary that is at
least 10 years after the rider date. If you purchased the MGAB rider during the
30-day period following the contract date, your one-time right to cancel the
rider occurs on the tenth anniversary of your contract date. To cancel, you need
to send written notice to our Customer Service Center at least 30 days before
such anniversary date. If the MGAB rider is terminated before the MGAB Benefit
Date, you will not be credited with the MGAB and we will assess the pro rata
portion of the MGAB rider charge for the current quarter.

     NOTIFICATION. Any crediting of the MGAB will be reported in your first
quarterly statement following the MGAB Benefit Date.

MINIMUM GUARANTEED INCOME BENEFIT (MGIB) RIDER. The MGIB rider is an optional
benefit which guarantees that a minimum amount of annuity income will be
available to you if you annuitize on the MGIB Benefit Date, regardless of
fluctuating market conditions. The amount of the Minimum Guaranteed Income
Benefit will depend on the amount of premiums you pay during the five contract
years after you purchase the rider, the amount of contract value you allocate or
transfer to the Special Funds, the MGIB Rate, the adjustments for Special Fund
transfers, and any withdrawals you take while the rider is in effect. For a
discussion of the charges we deduct under the MGIB rider, see "Optional Rider
Charges." Ordinarily, the amount of income that will be available to you on the
annuity start date is based on your contract value, the annuity option you
selected and the guaranteed or income factors in effect on the date you
annuitize. If you purchase the MGIB rider, the minimum amount of income that
will be available to you upon annuitization on the MGIB Benefit Date is the
greatest of:

          (i)   your annuity income based on your contract value adjusted for
                any Market Value Adjustment on the MGIB Benefit Date applied to
                the guaranteed income factors specified in your Contract for the
                annuity option you selected;

          (ii)  your annuity income based on your contract value adjusted for
                any Market Value Adjustment on the MGIB Benefit Date applied to
                the then current income factors in effect for the annuity option
                you selected; and

          (iii) the MGIB annuity income based on your MGIB Benefit Base on the
                MGIB Benefit Date applied to the MGIB income factors specified
                in your rider for the MGIB annuity option you selected. Prior to
                applying the MGIB income factors, we will adjust the MGIB
                Benefit Base for any surrender charges, premium tax recovery and
                Market Value Adjustments that would otherwise apply at
                annuitization.

GENERATIONS-110929                     34
Prior to your latest annuity start date, you may choose to exercise your right
to receive payments under the MGIB rider on the MGIB Benefit Date. Payments
under the rider begin on the MGIB Benefit Date. We require a 10-year waiting
period before you can annuitize under the MGIB rider benefit. The MGIB must be
exercised in the 30-day period prior to the end of the waiting period or any
subsequent contract anniversary. At your request, the Company may in its
discretion extend the latest contract annuity start date without extending the
MGIB Benefit Date.

     DETERMINING THE MGIB ANNUITY INCOME. On the MGIB Benefit Date, we calculate
your MGIB annuity income as follows:

     1.   WE FIRST DETERMINE YOUR MGIB BENEFIT BASE. The MGIB Benefit Base is
          only a calculation used to determine the MGIB. The MGIB Benefit Base
          does not represent a contract value, nor does it guarantee performance
          of the subaccounts in which you are invested. It is also not used in
          determining the amount of your cash surrender value and death
          benefits. Any reset of contract value under provisions of the Contract
          or other riders will not increase the MGIB Base or MGIB Base Maximum.

          The MGIB Base is tracked separately for Special and Non-Special Funds,
          based on initial allocation of eligible premium (or contract value)
          and subsequently allocated eligible premiums, withdrawals and
          transfers. Contract value is used as the initial value if the rider is
          added after the contract date. The MGIB Benefit Base equals the sum of
          (1) the contract value of Special Funds, and (2) the MGIB Base for
          Non-Special Funds. Thus, investing in the Special Funds may limit the
          MGIB benefit. The MGIB Base is equal to the lesser of (i) and (ii)
          where:

          (i)   is your initial premium (or contract value on the rider date if
                you purchased the MGIB rider after the contract date), plus any
                eligible additional premiums added to your Contract, reduced pro
                rata by all withdrawals taken while the MGIB rider is in effect,
                accumulated at the MGIB Rate to the earlier of the oldest owner
                reaching age 80 and reaching the MGIB Base Maximum, and at 0%
                thereafter; and

          (ii)  is the MGIB Base Maximum, which equals 200% of allocated
                eligible premiums, adjusted for withdrawals and transfers.

          Eligible additional premium payments are those added more than 5 years
          before the earliest MGIB Benefit Date and are included in the MGIB
          Base. Premiums paid after that are excluded from the MGIB Base.

          Net transfers from Special Funds to Non-Special Funds will reduce the
          MGIB Base and MGIB Base Maximum allocated to Special Funds on a pro
          rata basis. The resulting increase in the MGIB Base for Non-Special
          Funds will equal the lesser of the reduction in the MGIB Base for
          Special Funds and the net contract value transferred. The increase in
          the MGIB Base Maximum for Non-Special Funds equals the reduction in
          the MGIB Base Maximum for Special Funds.

          Net transfers from Non-Special Funds to Special Funds will reduce the
          MGIB Base and MGIB Base Maximum allocated to Non-Special Funds on a
          pro rata basis. The resulting increase in the MGIB Base and the MGIB
          Base Maximum for Special Funds equals the reduction in the MGIB Base
          and MGIB Base Maximum for Non-Special Funds. Transfers to one or more
          Special Funds could reduce the MGIB benefit.

          The MGIB Rate is currently 7%. The Company may at its discretion
          discontinue offering this rate. The MGIB Rate is an annual effective
          rate.

     2.   THEN WE DETERMINE THE MGIB ANNUITY INCOME BY MULTIPLYING YOUR MGIB
          BENEFIT BASE (ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, SURRENDER
          CHARGE AND PREMIUM TAXES) BY THE INCOME FACTOR, AND THEN DIVIDE BY
          $1,000.

GENERATIONS-110929                     35
Two MGIB Income Options are available under the MGIB Rider:

          (i)   Income for Life (Single Life or Joint with 100% Survivor) and
                10-30 Year Certain;

          (ii)  Income for a 20-30 Year Period Certain; or

          (iii) Any other income plan offered by the Company in connection with
                the MGIB rider on the MGIB Benefit Date.

     On the MGIB Benefit Date, we would apply the MGIB Benefit Base using the
Table of Income Factors specified in the MGIB rider for the Income Option you
selected. The guaranteed factors contained in the MGIB rider generally provide
lower payout per $1,000 of value applied than the guaranteed factors found in
your Contract.

     Then we compare the MGIB annuity income under the rider guarantee for the
option selected with the annuity income under your Contract guarantee for the
same option. The greater amount of income will be available to you on the MGIB
Benefit Date.

     PURCHASE. To purchase the MGIB rider, you must be age 79 or younger on the
rider date and the ten-year waiting period must end at or prior to the latest
annuity start date. The MGIB rider must be purchased (i) on the contract date,
or (ii) within thirty days after the contract date. For contracts issued more
than 30 days before the date this rider first became available in your state,
the Company may in its discretion allow purchase of this rider during the 30-day
period preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later. There is a ten
year waiting period before you can annuitize under the MGIB rider.

     THE MGIB BENEFIT DATE. If you purchased the MGIB rider on the contract date
or added the MGIB rider within 30 days following the contract date, the MGIB
Benefit Date is the contract anniversary on or after the tenth contract
anniversary when you decide to exercise your right to annuitize under the MGIB
rider. If you added the MGIB rider at any other time, your MGIB Benefit Date is
the contract anniversary at least 10 years after the rider date when you decide
to exercise your right to annuitize under the MGIB rider.

     NO CHANGE OF ANNUITANT. Once the MGIB rider is purchased, the annuitant may
not be changed except for the following exception. If an annuitant who is not a
contract owner dies prior to annuitization, a new annuitant may be named in
accordance with the provisions of your Contract. The MGIB Base is unaffected and
continues to accumulate.

     NOTIFICATION. On or about 30 days prior to the MGIB Benefit Date, we will
provide you with notification which will include an estimate of the amount of
MGIB annuity benefit available if you choose to exercise. The actual amount of
the MGIB annuity benefit will be determined as of the MGIB Benefit Date.

THE MGIB RIDER DOES NOT RESTRICT OR LIMIT YOUR RIGHT TO ANNUITIZE THE CONTRACT
AT ANY TIME PERMITTED UNDER THE CONTRACT. THE MGIB RIDER DOES NOT RESTRICT YOUR
RIGHT TO ANNUITIZE THE CONTRACT USING CONTRACT VALUES THAT MAY BE HIGHER THAN
THE MGIB ANNUITY BENEFIT.

THE BENEFITS ASSOCIATED WITH THE MGIB RIDER ARE AVAILABLE ONLY IF YOU ANNUITIZE
YOUR CONTRACT UNDER THE RIDER AND IN ACCORDANCE WITH THE PROVISIONS SET FORTH
ABOVE. ANNUITIZING USING THE MGIB MAY RESULT IN THE MORE FAVORABLE STREAM OF
INCOME PAYMENTS UNDER YOUR CONTRACT. BECAUSE THE MGIB RIDER IS BASED ON
CONSERVATIVE ACTUARIAL FACTORS, THE LEVEL OF LIFETIME INCOME THAT IT GUARANTEES
MAY BE LESS THAN THE LEVEL THAT MIGHT BE PROVIDED BY THE APPLICATION OF YOUR
CONTRACT VALUE TO THE CONTRACT'S APPLICABLE ANNUITY FACTORS. YOU SHOULD CONSIDER
ALL OF YOUR OPTIONS AT THE TIME YOU BEGIN THE INCOME PHASE OF YOUR CONTRACT.

MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB) RIDER. The MGWB rider is an
optional benefit which guarantees that if your contract value is reduced to zero
you will receive periodic payments equal to all premium payments paid during the
first two contract years (Eligible Payment Amount) adjusted for any prior
withdrawals. To maintain this guarantee, withdrawals in any contract year may
not exceed 7% of your adjusted Eligible Payment Amount. If your contract value
is reduced to zero, your periodic payments will be

GENERATIONS-110929                     36
7% of your Eligible Payment Amount every year. Payments continue until your MGWB
Withdrawal Account is reduced to zero. For a discussion of the charges we deduct
under the MGWB rider, see "Optional Rider Charges." Each payment you receive
under the MGWB rider will be taxed as a withdrawal and may be subject to a
penalty tax. See "Withdrawals" and "Federal Tax Considerations" for more
information. Your original Eligible Payment Amount depends on when you purchase
the MGWB rider and is:

          (i)   if you purchased the MGWB rider on the contract date, your
                premium payments received during the first two contract years;
                or

          (ii)  if you purchased the MGWB rider after the contract date, your
                contract value on the rider date, including any premiums
                received that day, and any subsequent premium payments received
                during the two-year period commencing on the rider date.

     THE MGWB WITHDRAWAL ACCOUNT. The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for periodic
payments under the MGWB rider. It does not represent a contract value, nor does
it guarantee performance of the subaccounts in which you are invested. It will
not affect your annuitization, surrender and death benefits.

The MGWB Withdrawal Account is equal to the Eligible Payment Amount, tracked
separately for Special and Non-Special Funds, adjusted for any withdrawals and
transfers between Special and Non-Special Funds. THE MGWB WITHDRAWAL ACCOUNT
EQUALS THE SUM OF (A) THE MGWB WITHDRAWAL ACCOUNT ALLOCATED TO NON-SPECIAL
FUNDS, AND (B) THE LESSER OF (1) THE MGWB WITHDRAWAL ACCOUNT ALLOCATED TO
SPECIAL FUNDS AND (2) THE CONTRACT VALUE IN THE SPECIAL FUNDS. THUS, INVESTING
IN THE SPECIAL FUNDS MAY LIMIT THE MGWB WITHDRAWAL ACCOUNT.

Withdrawals of up to 7% per year of the Eligible Payment Amount will reduce the
value of your MGWB Withdrawal Account by the dollar amount of the withdrawal for
Non-Special Funds and pro rata for Special Funds, based on the source of the
withdrawal. Any withdrawals greater than the 7% per year of the Eligible Payment
Amount will cause a reduction in the MGWB Withdrawal Account of the Special and
Non-Special Funds, by the proportion that the withdrawal bears to the contract
value in Special and Non-Special Funds, respectively, at the time of the
withdrawal. If a single withdrawal involves both Special and Non-Special Funds
and causes the 7% to be exceeded, the withdrawal will be treated as taken first
from Non-Special Funds. Any withdrawals greater than 7% per year of the Eligible
Payment Amount will also cause a reduction in the Eligible Payment Amount by the
proportion that the withdrawal bears to the contract value at the time of the
withdrawal. The MGWB Withdrawal Account is also reduced by the amount of any
periodic payments paid under the MGWB rider once your contract value is zero. If
a withdrawal reduces the MGWB Withdrawal Account to zero, the MGWB rider
terminates and no further benefits are payable under the rider. Net transfers
from Special Funds to Non-Special Funds will reduce the MGWB Withdrawal Account
allocated to Special Funds on a pro rata basis. The resulting increase in the
MGWB Withdrawal Account allocated to Non-Special Funds will equal the lesser of
the reduction in the MGWB Withdrawal Account for Special Funds and the net
contract value transferred.

Net transfers from Non-Special Funds to Special Funds will reduce the MGWB
Withdrawal Account allocated to Non-Special Funds on a pro rata basis. The
resulting increase in the MGWB Withdrawal Account allocated to Special Funds
equals the reduction in the MGWB Withdrawal Account for Non-Special Funds.

GUARANTEED WITHDRAWAL STATUS. You may continue to make withdrawals in any amount
permitted under your Contract so long as your contract value is greater than
zero. See "Withdrawals." However, making any withdrawals in any year greater
than 7% per year of the Eligible Payment Amount will reduce the Eligible Payment
Amount for future withdrawals and payments under the MGWB rider by the
proportion that the withdrawal bears to the contract value at the time of the
withdrawal. The MGWB rider will remain in force and you may continue to make
withdrawals each year so long as:

          (i)   your contract value is greater than zero;

          (ii)  your MGWB Withdrawal Account is greater than zero;

GENERATIONS-110929                     37
(iii) your latest allowable annuity start date has not been reached;

          (iv)  you have not elected to annuitize your Contract; and

          (v)   you have not died (unless your spouse has elected to continue
                the contract), changed the ownership of the Contract or
                surrendered the Contract.

The standard Contract provision limiting withdrawals to no more than 90% of the
cash surrender value is not applicable under the MGWB rider.

     AUTOMATIC PERIODIC BENEFIT STATUS. Under the MGWB rider, in the event your
contract value is reduced to zero your Contract is given what we refer to as
Automatic Periodic Benefit Status, if:

          (i)   your MGWB Withdrawal Account is greater than zero;

          (ii)  your latest allowable annuity start date has not been reached;

          (iii) you have not elected to annuitize your Contract; and

          (iv)  you have not died, changed the ownership of the Contract or
                surrendered the Contract.

Once your Contract is given Automatic Periodic Benefit Status, we will pay you
the annual MGWB periodic payments, beginning on the next contract anniversary,
equal to the lesser of the remaining MGWB Withdrawal Account or 7% annually of
your Eligible Payment Amount until the earliest of (i) your contract's latest
annuity start date, (ii) the death of the owner; or (iii) until your MGWB
Withdrawal Account is exhausted. We will reduce the MGWB Withdrawal Account by
the amount of each payment. Once your Contract is given Automatic Periodic
Benefit Status, we will not accept any additional premium payments in your
Contract and the Contract will not provide any benefits except those provided by
the MGWB rider. Any other rider terminates. Your Contract will remain in
Automatic Periodic Benefit Status until the earliest of (i) payment of all MGWB
periodic payments (ii) payment of the Commuted Value (defined below) or (iii)
the owner's death has occurred.

On the contract's latest annuity start date, in lieu of making the remaining
MGWB periodic payments, we will pay you the Commuted Value of your MGWB periodic
payments remaining. We may, at our option, extend your annuity start date in
order to continue the MGWB periodic payments. The Commuted Value is the present
value of any then remaining MGWB periodic payments at the current interest rate
plus 0.50%. The current interest rate will be determined by the average of the
Ask Yields for U.S. Treasury Strips as quoted by a national quoting service for
period(s) applicable to the remaining payments. Once the last MGWB periodic
payment is made or we pay you the Commuted Value, your Contract and the MGWB
rider terminate.

     DEATH BENEFIT DURING AUTOMATIC PERIODIC BENEFIT STATUS. If you have never
withdrawn more than 7% per year of the Eligible Payment Amount and you elected
the 7% Solution Enhanced Death Benefit in your Contract (or you elected the Max
7 Enhanced Death Benefit resulting in the 7% Solution Enhanced Death Benefit as
the actual death benefit), the death benefit otherwise payable under the terms
of your Contract will remain in force during any Automatic Periodic Benefit
Status. In determining the amount of the death benefit during the Automatic
Periodic Benefit Status we deem your contract value to be zero and treat the
MGWB periodic payments as withdrawals. In all other cases, the death benefit
payable during Automatic Periodic Benefit Status is your MGWB Withdrawal Account
which equals the sum of the remaining MGWB periodic payments. If you elected the
Max 7 Enhanced Death Benefit, then the 7% Solution and the Annual Ratchet
components shall each be calculated as if each were the elected death benefit
option.

     PURCHASE. To purchase the MGWB rider, you must be age 80 or younger on the
rider date. The MGWB rider must be purchased (i) on the contract date, or (ii)
within 30 days after the contract date. For contracts issued more than 30 days
before the date this rider first became available in your state, the Company may
in its discretion allow purchase of this rider during the 30-day period
preceding the first contract anniversary after the date of this prospectus, or
the date of state approval, whichever is later.

GENERATIONS-110929                     38
OTHER CONTRACTS We offer other variable annuity contracts that also invest in
the same investment portfolios of the Trusts. These contracts have different
charges that could effect their performance, and may offer different benefits
more suitable to your needs. To obtain more information about these other
contracts, contact our Customer Service Center or your registered
representative.

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit," "Charges
and Fees," "The Annuity Options" and "Other Contract Provisions" in this
prospectus for information on other important provisions in your Contract.

--------------------------------------------------------------------------------
                                   WITHDRAWALS
--------------------------------------------------------------------------------

Any time during the accumulation phase and before the death of the contract
owner, except under certain qualified contracts, you may withdraw all or part of
your money. Keep in mind that if you request a withdrawal for more than 90% of
the cash surrender value, we will treat it as a request to surrender the
Contract. If any single withdrawal or the sum of withdrawals exceeds the Free
Withdrawal Amount, you will incur a surrender charge. The Free Withdrawal Amount
is the total of (i) your cumulative earnings (which is your contract value less
premium payments received and prior withdrawals), and (ii) 10% of premium
payments not previously withdrawn received within 8 years prior to the date of
the withdrawal.

You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn, otherwise the
withdrawal will be made on a pro rata basis from all of the subaccounts in which
you are invested. If there is not enough contract value in the subaccounts, we
will deduct the balance of the withdrawal from your Fixed Interest Allocations
starting with the guaranteed interest periods nearest their maturity dates until
we have honored your request. We will apply a Market Value Adjustment to any
withdrawal from your Fixed Interest Allocation taken more than 30 days before
its maturity date. Definitive guidance on the proper federal tax treatment of
the Market Value Adjustment has not been issued. You may want to discuss the
potential tax consequences of a Market Value Adjustment with your tax adviser.
We will determine the contract value as of the close of business on the day we
receive your withdrawal request at our Customer Service Center. The contract
value may be more or less than the premium payments made.

If the aggregate percentage cap on allocations to the Restricted Funds has been
exceeded, any subsequent withdrawals must be taken so that the percentage of
contract value in the Restricted Funds following the withdrawal would not be
greater than the percentage of contract value in the Restricted Funds prior to
the withdrawal. If a requested withdrawal would cause the percentage cap to be
exceeded, the amount of the withdrawal in excess of the cap would be taken pro
rata from all variable subaccounts.

For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal. This transfer will not affect the withdrawal amount
you receive.

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $100. We will apply a Market Value Adjustment to any
regular withdrawal from a Fixed Interest Allocation that is taken more than 30
days before its maturity date.

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawal payments (1) from the
contract value in the subaccounts in which you are invested, or (2) from the
interest earned in your Fixed Interest Allocations.

GENERATIONS-110929                     39
Systematic withdrawals may be taken monthly, quarterly or annually. If you have
contract value allocated to one or more Restricted Funds, and you elect to
receive systematic withdrawals from the subaccounts in which you are invested,
the systematic withdrawals must be taken pro rata from all subaccounts in which
contract value is invested. If you do not have contract value allocated to a
Restricted Fund and choose systematic withdrawals on a non pro rata basis, we
will monitor the withdrawals annually. If you subsequently allocate contract
value to one or more Restricted Funds, we will require you to take your
systematic withdrawals on a pro rata basis from all subaccounts in which
contract value is invested.

You decide when you would like systematic payments to start as long as it starts
at leasts 28 days after your contract date. You also select the date on which
the systematic withdrawals will be made, but this date cannot be later than the
28th day of the month. If you have elected to receive systematic withdrawals but
have not chosen a date, we will make the withdrawals on the same calendar day of
each month as your contract date. If your contract date is after the 28th, your
systematic withdrawal will be made on the 28th day of each month.

Each systematic withdrawal amount must be a minimum of $100. The amount of your
systematic withdrawal can either be (1) a fixed dollar amount, or (2) an amount
based on a percentage of the premiums not previously withdrawn from the
subaccounts in which you are invested. Both forms of systematic withdrawals are
subject to the following maximum, which is calculated on each withdrawal date:

                    FREQUENCY                   MAXIMUM PERCENTAGE
                    Monthly                           0.833%
                    Quarterly                          2.50%
                    Annually                          10.00%

If your systematic withdrawal is a fixed dollar amount and the amount to be
withdrawn would exceed the applicable maximum percentage of your premium
payments not previously withdrawn on any withdrawal date, we will automatically
reduce the amount withdrawn so that it equals such percentage. Thus, your fixed
dollar systematic withdrawals will never exceed the maximum percentage. If you
want fixed dollar systematic withdrawals to exceed the maximum percentage and
are willing to incur associated surrender charges, consider the Fixed Dollar
Systematic Withdrawal Feature which you may add to your regular systematic
withdrawal program.

If your systematic withdrawal is based on a percentage of the premiums not
previously withdrawn from the subaccounts in which you are invested and the
amount to be withdrawn based on that percentage would be less than $100, we will
automatically increase the amount to $100 as long as it does not exceed the
maximum percentage. If the systematic withdrawal would exceed the maximum
percentage, we will send the amount, and then automatically cancel your
systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to interest
earnings during the prior month, quarter, or year, depending on the frequency
you chose. Systematic withdrawals are not subject to a Market Value Adjustment,
unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed
below and the payments exceed interest earnings. Systematic withdrawals from
Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature
are available only in connection with Section 72(q) or 72(t) distributions. A
Fixed Interest Allocation may not participate in both the systematic withdrawal
option and the dollar cost averaging program at the same time.

You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. If you submit a subsequent premium payment after you have
applied for systematic withdrawals, we will not adjust future withdrawals under
the systematic withdrawal program unless you specifically request that we do so.

The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of
your withdrawals in any contract year during

GENERATIONS-110929                     40
which you have previously taken a regular withdrawal. You may not elect the
systematic withdrawal option if you are taking IRA withdrawals.

     FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed
dollar amount regardless of any surrender charges or Market Value Adjustments.
Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section
72(q) or 72(t) distributions. You choose the amount of the fixed systematic
withdrawals, which may total up to an annual maximum of 10% of your premium
payments not previously withdrawn as determined on the day we receive your
election of this feature. The maximum limit will not be recalculated when you
make additional premium payments, unless you instruct us to do so. We will
assess a surrender charge on the withdrawal date if the withdrawal exceeds the
maximum limit as calculated on the withdrawal date. We will assess a Market
Value Adjustment on the withdrawal date if the withdrawal from a Fixed Interest
Allocation exceeds your interest earnings on the withdrawal date. We will apply
the surrender charge and any Market Value Adjustment directly to your contract
value (rather than to the systematic withdrawal) so that the amount of each
systematic withdrawal remains fixed.

Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the maximum.
Such withdrawals are subject to surrender charges and Market Value Adjustment
when they exceed the applicable maximum percentage.

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during the
current calendar year, you may elect to have distributions made to you to
satisfy requirements imposed by federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service ("IRS")
rules governing mandatory distributions under qualified plans. We will send you
a notice before your distributions commence. You may elect to take IRA
withdrawals at that time, or at a later date. You may not elect IRA withdrawals
and participate in systematic withdrawals at the same time. If you do not elect
to take IRA withdrawals, and distributions are required by federal tax law,
distributions adequate to satisfy the requirements imposed by federal tax law
may be made. Thus, if you are participating in systematic withdrawals,
distributions under that option must be adequate to satisfy the mandatory
distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or annual
basis. Under this option, you may elect payments to start as early as 28 days
after the contract date. You select the day of the month when the withdrawals
will be made, but it cannot be later than the 28th day of the month. If no date
is selected, we will make the withdrawals on the same calendar day of the month
as the contract date.

You may request that we calculate for you the amount that is required to be
withdrawn from your Contract each year based on the information you give us and
various choices you make. For information regarding the calculation and choices
you have to make, see the SAI. Or, we will accept your written instructions
regarding the calculated amount required to be withdrawn from your Contract each
year. The minimum dollar amount you can withdraw is $100. When we determine the
required IRA withdrawal amount for a taxable year based on the frequency you
select, if that amount is less than $100, we will pay $100. At any time where
the IRA withdrawal amount is greater than the contract value, we will cancel the
Contract and send you the amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each contract
year or cancel this option at any time by sending satisfactory notice to our
Customer Service Center at least 7 days before the next scheduled withdrawal
date.

An IRA withdrawal in excess of the amount allowed under systematic withdrawals
will be subject to a Market Value Adjustment.

GENERATIONS-110929                     41
CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH TAKING
WITHDRAWALS. You are responsible for determining that withdrawals comply with
applicable law. A withdrawal made before the taxpayer reaches age 59 1/2 may
result in a 10% penalty tax. See "Federal Tax Considerations" for more details.

--------------------------------------------------------------------------------
                        TRANSFERS AMONG YOUR INVESTMENTS
--------------------------------------------------------------------------------

You may transfer your contract value among the subaccounts in which you are
invested and your Fixed Interest Allocations at the end of the free look period
until the annuity start date. We currently do not charge you for transfers made
during a contract year, but reserve the right to charge $25 for each transfer
after the twelfth transfer in a contract year. We also reserve the right to
limit the number of transfers you may make and may otherwise modify or terminate
transfer privileges if required by our business judgment or in accordance with
applicable law. We will apply a Market Value Adjustment to transfers from a
Fixed Interest Allocation taken more than 30 days before its maturity date,
unless the transfer is made under the dollar cost averaging program. Keep in
mind that transfers between Special Funds and other investment portfolios may
negatively impact your death benefit or rider benefits.

If you allocate contract value to an investment option that has been designated
as a Restricted Fund, your ability to transfer contract value to the Restricted
Fund may be limited. A transfer to the Restricted Funds will not be permitted to
the extent that it would increase the contract value in the Restricted Fund to
more than the applicable limits following the transfer. We do not limit
transfers from Restricted Funds. If the result of multiple reallocations is to
lower the percentage of total contract value in the Restricted Fund, the
reallocation will be permitted even if the percentage of contract value in the
Restricted Fund is greater than the limit.

Please be aware that the benefit we pay under an optional benefit rider may be
affected by certain transfers you make while the rider is in effect. Transfers,
including those involving Special Funds, may also affect your optional rider
base. See "The Annuity Contract -- Optional Riders."

Transfers will be based on values at the end of the business day in which the
transfer request is received at our Customer Service Center.

The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount or a Fixed Interest Allocation.

To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. Any transfer request received after
4:00 p.m. eastern time or the close of the New York Stock Exchange will be
effected on the next business day. Separate Account B and the Company will not
be liable for following instructions communicated by telephone or other approved
electronic means that we reasonably believe to be genuine. We may require
personal identifying information to process a request for transfer made over the
telephone, over the internet or other approved electronic means.

TRANSFERS BY THIRD PARTIES
As a convenience to you, we currently allow you to give third parties the right
to effect transfers on your behalf. However, when the third party makes
transfers for many contract owners, the result can be simultaneous transfers
involving large amounts of contract values. Such transfers can disrupt the
orderly management of the investment portfolios available to the Contract, can
result in higher costs to contract owners, and may not be compatible with the
long term goals of contract owners. We require third parties making multiple,
simultaneous or large volume transfers to execute a third party service
agreement with us prior to executing such transfers. Therefore, we may at any
time exercise our business judgment and limit or discontinue accepting transfers
made by a third party. We will notify any third party whose transfers are
limited or discontinued by telephone, facsimile or email according to our
records, followed by a letter. These limits may be based on, among other
criteria, the amount of the aggregate trade or the available investment options
for which third parties may make trades on behalf of multiple contract owners.

GENERATIONS-110929                     42
We may establish additional procedures or change existing procedures at any time
in the exercise of our business judgment.

DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you have at
least $1,200 of contract value in the (i) Limited Maturity Bond subaccount or
the Liquid Asset subaccount, or (ii) a Fixed Interest Allocation with either a
6-month or a 1-year guaranteed interest period. These subaccounts or Fixed
Interest Allocations serve as the source accounts from which we will, on a
monthly basis, automatically transfer a set dollar amount of money to other
subaccounts selected by you. We also may offer DCA Fixed Interest Allocations,
which are 6-month and 1-year Fixed Interest Allocations available exclusively
for use with the dollar cost averaging program. The DCA Fixed Interest
Allocations require a minimum premium payment of $1,200 directed into a DCA
Fixed Interest Allocation.

The dollar cost averaging program is designed to lessen the impact of market
fluctuation on your investment. Since we transfer the same dollar amount to
other subaccounts each month, more units of a subaccount are purchased if the
value of its unit is low and fewer units are purchased if the value of its unit
is high. Therefore, a lower than average value per unit may be achieved over the
long term. However, we cannot guarantee this. When you elect the dollar cost
averaging program, you are continuously investing in securities regardless of
fluctuating price levels. You should consider your tolerance for investing
through periods of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar amount you
want transferred under this program. Each monthly transfer must be at least
$100. If your source account is the Limited Maturity Bond subaccount, the Liquid
Asset subaccount or a 1-year Fixed Interest Allocation, the maximum amount that
can be transferred each month is your contract value in such source account
divided by 12. If your source account is a 6-month Fixed Interest Allocation,
the maximum amount that can be transferred each month is your contract value in
such source account divided by 6. You may change the transfer amount once each
contract year. If you have a DCA Fixed Interest Allocation, there is no minimum
or maximum transfer amount; we will transfer all your money allocated to that
source account into the subaccount(s) in equal payments over the selected
6-month or 1-year period. The last payment will include earnings accrued over
the course of the selected period. If you make an additional premium payment
into a Fixed Interest Allocation subject to dollar cost averaging, the amount of
your transfers under the dollar cost averaging program remains the same, unless
you instruct us to increase the transfer amount.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest Allocation
under the dollar cost averaging program are not subject to a Market Value
Adjustment. However, if you terminate the dollar cost averaging program for a
DCA Fixed Interest Allocation and there is money remaining in the DCA Fixed
Interest Allocation, we will transfer the remaining money to the Liquid Asset
subaccount. Such transfer will trigger a Market Value Adjustment if the transfer
is made more than 30 days before the maturity date of the DCA Fixed Interest
Allocation.

If you do not specify the subaccounts to which the dollar amount of the source
account is to be transferred, we will transfer the money to the subaccounts in
which you are invested on a proportional basis. The transfer date is the same
day each month as your contract date. If, on any transfer date, your contract
value in a source account is equal or less than the amount you have elected to
have transferred, the entire amount will be transferred and the program will
end. You may terminate the dollar cost averaging program at any time by sending
satisfactory notice to our Customer Service Center at least 7 days before the
next transfer date. A Fixed Interest Allocation or DCA Fixed Interest Allocation
may not participate in the dollar cost averaging program and in systematic
withdrawals at the same time.

You are permitted to transfer contract value to a Restricted Fund, subject to
the limitations described above in this section and in "The Investment
Portfolios." Compliance with the individual and aggregate Restricted Fund limits
will be reviewed when the dollar cost averaging program is established.
Transfers under the dollar cost averaging program must be within those limits.
We will not review again your dollar cost averaging election for compliance with
the individual and aggregate limits for investment in the Restricted Funds
except in the case of the transactions described below.

GENERATIONS-110929                     43
o    Amount added to source account: If you add amounts to the source
          account which would increase the amount to be transferred under the
          dollar cost averaging program, we will review the amounts to be
          transferred to ensure that the individual and aggregate limits are
          not being exceeded. If such limits would be exceeded, we will require
          that the dollar cost averaging transfer amounts be changed to ensure
          that the transfers are within the limits based on the then current
          allocation of contract value to the Restricted Fund(s) and the then
          current value of the amount designated to be transferred to that
          Restricted Fund(s).

     o    Additional premium paid: Up to the individual Restricted Fund
          percentage limit may be allocated to a Restricted Fund. If more than
          the individual limit has been requested to be allocated to a
          Restricted Fund, we will look at the aggregate limit, subtract the
          current allocation to Restricted Funds, and subtract the current value
          of amounts to be transferred under the dollar cost averaging program
          to Restricted Funds. The excess, if any, is the maximum that may be
          allocated pro rata to Restricted Funds.

     o    Reallocation request is made while the dollar cost averaging program
          is active: If the reallocation would increase the amount allocated to
          Restricted Funds, the maximum that may be so allocated is the
          individual Restricted Fund percentage limit, less the current
          allocation to Restricted Funds and less the current value of any
          remaining amounts to be transferred under the dollar cost averaging
          program to the Restricted Funds.

We may in the future offer additional subaccounts or withdraw any subaccount or
Fixed Interest Allocation to or from the dollar cost averaging program, stop
offering DCA Fixed Interest Allocations or otherwise modify, suspend or
terminate this program. Of course, such change will not affect any dollar cost
averaging programs in operation at the time.

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the subaccounts of
Separate Account B, you may elect to have your investments in the subaccounts
automatically rebalanced. You are permitted to reallocate between Restricted and
non-Restricted Funds, subject to the limitations described above in this section
and in "The Investment Portfolios." If the reallocation would increase the
amount allocated to the Restricted Funds, the maximum that may be so allocated
is the individual Restricted Fund percentage limit, less the current allocation
to all Restricted Funds.

We will transfer funds under your Contract on a quarterly, semi-annual, or
annual calendar basis among the subaccounts to maintain the investment blend of
your selected subaccounts. The minimum size of any allocation must be in full
percentage points. Rebalancing does not affect any amounts that you have
allocated to the Fixed Account. The program may be used in conjunction with the
systematic withdrawal option only if withdrawals are taken pro rata. Automatic
rebalancing is not available if you participate in dollar cost averaging.
Automatic rebalancing will not take place during the free look period.

To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center. We will begin the program on the last business day of
the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your
contract value among the subaccounts or if you make an additional premium
payment or partial withdrawal on other than a pro rata basis. Additional premium
payments and partial withdrawals effected on a pro rata basis will not cause the
automatic rebalancing program to terminate.

GENERATIONS-110929                     44
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                              DEATH BENEFIT CHOICES
--------------------------------------------------------------------------------

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit, and earnings multiplier benefit,
if elected, is payable when either the annuitant (when a contract owner is not
an individual), the contract owner or the first of joint owners dies. Assuming
you are the contract owner, your beneficiary will receive a death benefit unless
the beneficiary is your surviving spouse and elects to continue the Contract.
The death benefit value is calculated at the close of the business day on which
we receive written notice and due proof of death, as well as any required
paperwork, at our Customer Service Center. If your beneficiary elects to delay
receipt of the death benefit until a date after the time of death, the amount of
the benefit payable in the future may be affected. The proceeds may be received
in a single sum or applied to any of the annuity options. If we do not receive a
request to apply the death benefit proceeds to an annuity option, we will make a
single sum distribution. We will generally pay death benefit proceeds within 7
days after our Customer Service Center has received sufficient information to
make the payment. For information on required distributions under federal income
tax laws, you should see "Required Distributions upon Contract Owner's Death."

Your death benefit and mortality and expense risk charge depend on the category
of contract owners to which you belong and on the death benefit that you choose.
There are two categories of contract owners covered by this prospectus. For ease
of reference, they are called Pre-2001 and Yr-2001 contract owners. The category
of contract that you own is indicated in the cover letter which accompanies this
prospectus. If you are unsure which category applies to you, please call our
Customer Service Center. The telephone number is (800) 366-0066.

The following is a general description of the categories:

     Pre-2001: Contracts, whenever purchased, which offer one death benefit
               option (as approved in the state of issue at the time of
               purchase).

     Yr-2001:  Contracts purchased on or after January 2, 2001 which offer five
               death benefit options (as approved in the state of issue at the
               time of purchase).

Other than as specifically noted, this Prospectus describes the benefits
applicable to all categories of contract owners.

THE FOLLOWING DESCRIBES THE DEATH BENEFIT OPTIONS FOR CONTRACT OWNERS IN
YR-2001. IF YOU ARE A PRE-2001 CONTRACT OWNER, PLEASE SEE APPENDIX E FOR A
DESCRIPTION OF THE CALCULATION OF THE DEATH BENEFITS APPLICABLE UNDER YOUR
CONTRACT. IF YOU ARE UNSURE OF WHICH CATEGORY APPLIES TO YOU, PLEASE CALL OUR
CUSTOMER SERVICE CENTER.

You may choose one of the following Death Benefits: (a) the Standard Death
Benefit, (b) the Deferred Ratchet Enhanced Death Benefit, (c) the 7% Solution
Enhanced Death Benefit, (d) the Annual Ratchet Enhanced Death Benefit or (e)
the Max 7 Enhanced Death Benefit. The Deferred Ratchet, 7% Solution, Annual
Ratchet and Max 7 Enhanced Death Benefits may not be available where a
Contract is held by joint owners.

Once you choose a death benefit, it cannot be changed. We may in the future stop
or suspend offering any of the Enhanced Death Benefit options to new Contracts.
A change in ownership of the Contract may affect the amount of the death benefit
and the Enhanced Death Benefit. The MGWB rider may also affect the death
benefit. See "Minimum Guaranteed Withdrawal Benefit (MGWB) Rider -- Death
Benefit during Automatic Periodic Benefit Status." The Enhanced Death Benefits
are available only at the time you purchase your Contract. The enhanced death
benefits are not available where a Contract is owned by joint owners.

The death benefit, and earnings multiplier benefit, if elected, is payable when
the first of the following persons dies: the contract owner, joint owner, or
annuitant (if a contract owner is not an individual). Assuming you are the
contract owner, if you die during the accumulation phase, your beneficiary will
receive a death benefit unless the beneficiary is your surviving spouse and
elects to continue the Contract. The death benefit paid depends on the death
benefit you have chosen. The death benefit value is calculated at

GENERATIONS-110929                     45
the close of the business day on which we receive written notice and due proof
of death, as well as required claim forms, at our Customer Service Center. If
your beneficiary elects to delay receipt of the death benefit until a date after
the time of your death, the amount of the benefit payable in the future may be
affected. If you die after the annuity start date and you are the annuitant,
your beneficiary will receive the death benefit you chose under the annuity
option then in effect.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

We use the Base Death Benefit to help determine the minimum death benefit
payable under each of the death benefit options described below. You do
not elect the Base Death Benefit. The Base Death Benefit is equal to the greater
of:

     1)   the contract value; and

     2)   the cash surrender value.

The STANDARD DEATH BENEFIT equals the GREATER of the Base Death Benefit and the
SUM of:

     1)   the contract value allocated to Special Funds; and

     2)   the Standard Minimum Guaranteed Death Benefit for amounts allocated to
          Non-Special Funds.

The Standard Minimum Guaranteed Death Benefit equals:

     1)   the initial premium payment, allocated to Special and Non-Special
          Funds, respectively;

     2)   increased by premium payments, and adjusted for transfers, allocated
          to Special and Non-Special Funds, respectively, after issue; and

     3)   reduced by a pro rata adjustment for any withdrawal or transfer taken
          from the Special and Non-Special Funds, respectively.

In the event of transfers from Special to Non-Special funds, the increase in the
Minimum Guaranteed Death Benefit of the Non-Special Fund will equal the lesser
of the reduction in the Minimum Guaranteed Death Benefit in the Special Fund and
the contract value transferred. In the event of transfers from Non-Special to
Special Funds, the increase in the Minimum Guaranteed Death Benefit of the
Special Fund will equal the reduction in the Minimum Guaranteed Death Benefit in
the Non-Special Fund.

ENHANCED DEATH BENEFIT OPTIONS. Under the Enhanced Death Benefit options, if you
die before the annuity start date, your beneficiary will receive the greater of
the Base Death Benefit and the Enhanced Death Benefit option elected. For
purposes of calculating the Enhanced Death Benefits, certain investment
portfolios, and the Fixed Account are designated as "Special Funds." In addition
to the Fixed Account, the investment portfolios designated currently as Special
Funds are the Liquid Asset Portfolio and the Limited Maturity Bond Portfolio.

We may, with 30 days notice to you, designate any investment portfolio as a
Special Fund on existing contracts with respect to new premiums added to such
investment portfolio and also with respect to new transfers to such investment
portfolio. Selecting a Special Fund may limit or reduce the enhanced death
benefit.

For the period during which a portion of the contract value is allocated to a
Special Fund, we may at our discretion reduce the mortality and expense risk
charge attributable to that portion of the contract value. The reduced mortality
and expense risk charge will be applicable only during that period.

The DEFERRED RATCHET ENHANCED DEATH BENEFIT equals the greater of:

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the
          Deferred Ratchet Minimum Guaranteed Death Benefit allocated to
          Non-Special Funds

GENERATIONS-110929                     46
The Deferred Ratchet Minimum Guaranteed Death Benefit equals:

     1)   the initial premium allocated at issue to Special and Non-Special
          Funds, respectively;

     2)   increased dollar for dollar by any premium allocated after issue to
          Special and Non-Special funds, respectively;

          a)   for Non-Special Funds, adjusted on each anniversary beginning
               with the 8th anniversary and ending on the last anniversary that
               occurs on or prior to attainment of age 85 to the greater of the
               Deferred Ratchet Minimum Guaranteed Death Benefit for Non-Special
               Funds from the prior anniversary (adjusted for new premiums,
               partial withdrawals allocated to Non-Special Funds, and transfers
               between Special and Non-Special Funds) and the current contract
               value allocated to Non-Special Funds;

          b)   for Special Funds, adjusted on each anniversary beginning with
               the 8th anniversary and ending on the last anniversary that
               occurs on or prior to attainment of age 85 to the greater of the
               Deferred Ratchet Minimum Guaranteed Death Benefit for Special
               Funds from the prior anniversary (adjusted for new premiums,
               partial withdrawals allocated to Special Funds, and transfers
               between Special and Non-Special Funds) and the current contract
               value allocated to Special Funds.

Withdrawals reduce the Deferred Ratchet Minimum Guaranteed Death Benefit on a
pro rata basis, based on the amount withdrawn from the Special and Non-Special
Funds, respectively. The amount of the pro rata adjustment for withdrawals from
Non-Special Funds will equal (a) times (b) divided by (c): where (a) is the
Deferred Ratchet Minimum Guaranteed Death Benefit for Non-Special Funds prior to
the withdrawal; (b) is the contract value of the withdrawal; and (c) is the
contract value allocated to Non-Special Funds before withdrawal. The amount of
the pro rata adjustment for Special Funds will equal (a) times (b) divided by
(c): where (a) is the Deferred Ratchet Minimum Guaranteed Death Benefit for
Special Funds prior to the withdrawal; (b) is the contract value of the
withdrawal; and (c) is the contract value allocated to Special Funds before the
withdrawal.

Transfers from Special to Non-Special Funds will reduce the Deferred Ratchet
Minimum Guaranteed Death Benefit for Special Funds on a pro rata basis. The
resulting increase in the Deferred Ratchet Minimum Guaranteed Death Benefit in
the Non-Special Funds will equal the lesser of the reduction in the Deferred
Ratchet Minimum Guaranteed Death Benefit in the Special Funds and the contract
value transferred.

Transfers from Non-Special to Special Funds will reduce the Deferred Ratchet
Minimum Guaranteed Death Benefit for Non-Special Funds on a pro rata basis. The
resulting increase in the Deferred Ratchet Minimum Guaranteed Death Benefit for
the Special Funds will equal the reduction in the Deferred Ratchet Minimum
Guaranteed Death Benefit for the Non-Special Funds.

The 7% SOLUTION ENHANCED DEATH BENEFIT, equals the GREATER of:

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the 7%
          Solution Minimum Guaranteed Death Benefit for Non-Special Funds.

The 7% Solution Minimum Guaranteed Death Benefit for Special and Non-Special
Funds equals the lesser of:

     1)   premiums, adjusted for withdrawals and transfers, accumulated at 7%
          until the earlier of attainment of age 80 or reaching the cap (equal
          to 3 times all premium payments as reduced by adjustments for
          withdrawals) and thereafter at 0%, and

     2)   the cap.

Withdrawals of up to 7% per year of cumulative premiums are referred to as
special withdrawals. Special withdrawals reduce the 7% Solution Minimum
Guaranteed Death Benefit by the amount of contract value

GENERATIONS-110929                     47
withdrawn. For any other withdrawals (withdrawals in excess of the amount
available as a special withdrawal), a pro rata adjustment to the 7% Solution
Minimum Guaranteed Death Benefit is made. The amount of the pro rata adjustment
for withdrawals from Non-Special Funds will equal (a) times (b) divided by (c):
where (a) is the 7% Solution Minimum Guaranteed Death Benefit for Non-Special
Funds prior to the withdrawal; (b) is the contract value of the withdrawal; and
(c) is the contract value allocated to Non-Special Funds before the withdrawal.
The amount of the pro rata adjustment for withdrawals from Special Funds will
equal (a) times (b) divided by (c): where (a) is the 7% Solution Minimum
Guaranteed Death Benefit for Special Funds prior to the withdrawal; (b) is the
contract value of the withdrawal; and (c) is the contract value allocated to
Special Funds before the withdrawal. Please see Appendix D for examples of the
pro rata withdrawal adjustment for withdrawals other than special withdrawals.

Transfers from Special to Non-Special Funds will reduce the 7% Solution Minimum
Guaranteed Death Benefit and the cap for Special Funds on a pro rata basis. The
resulting increase in the 7% Solution Minimum Guaranteed Death Benefit in the
Non-Special Funds will equal the lesser of the reduction in the 7% Solution
Minimum Guaranteed Death Benefit in the Special Funds and the contract value
transferred. The increase in the cap for Non-Special Funds will equal the
reduction in the cap for Special Funds.

Transfers from Non-Special to Special Funds will reduce the 7% Solution Minimum
Guaranteed Death Benefit and the cap in the Non-Special Funds on a pro rata
basis. The resulting increase in the 7% Solution Minimum Guaranteed Death
Benefit and the cap for the Special Funds will equal the reduction in the 7%
Solution Minimum Guaranteed Death Benefit and the cap for the Non-Special Funds.

The ANNUAL RATCHET ENHANCED DEATH BENEFIT equals the GREATER of:

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the
          Annual Ratchet Minimum Guaranteed Death Benefit allocated to
          Non-Special Funds.

The Annual Ratchet Minimum Guaranteed Death Benefit equals:

     1)   the initial premium allocated at issue to Special and Non-Special
          Funds, respectively;

     2)   increased dollar for dollar by any premium allocated after issue to
          Special and Non-Special funds, respectively;

     3)   for Non-Special Funds, adjusted on each anniversary that occurs on or
          prior to attainment of age 90 to the greater of the Annual Ratchet
          Minimum Guaranteed Death Benefit for Non-Special Funds from the prior
          anniversary (adjusted for new premiums, partial withdrawals allocated
          to Non-Special Funds, and transfers between Special and Non-Special
          Funds) and the current contract value allocated to Non-Special Funds;

     4)   for Special Funds, adjusted on each anniversary that occurs on or
          prior to attainment of age 90 to the greater of the Annual Ratchet
          Minimum Guaranteed Death Benefit for Special Funds from the prior
          anniversary (adjusted for new premiums, partial withdrawals allocated
          to Special Funds, and transfers between Special and Non-Special Funds)
          and the current contract value allocated to Special Funds.

Withdrawals reduce the Annual Ratchet Minimum Guaranteed Death Benefit on a pro
rata basis, based on the amount withdrawn from the Special and Non-Special
Funds, respectively. The amount of the pro rata adjustment for withdrawals from
Non-Special Funds will equal (a) times (b) divided by (c): where (a) is the
Annual Ratchet Minimum Guaranteed Death Benefit for Non-Special Funds prior to
the withdrawal; (b) is the contract value of the withdrawal; and (c) is the
contract value allocated to Non-Special Funds before withdrawal. The amount of
the pro rata adjustment for Special Funds will equal (a) times (b) divided by
(c): where (a) is the Annual Ratchet Minimum Guaranteed Death Benefit for
Special Funds prior to the withdrawal; (b) is the contract value of the
withdrawal; and (c) is the contract value allocated to Special Funds before the
withdrawal.

GENERATIONS-110929                     48
Transfers from Special to Non-Special Funds will reduce the Annual Ratchet
Minimum Guaranteed Death Benefit for Special Funds on a pro rata basis. The
resulting increase in the Annual Ratchet Minimum Guaranteed Death Benefit in the
Non-Special Funds will equal the lesser of the reduction in the Annual Ratchet
Minimum Guaranteed Death Benefit in the Special Funds and the contract value
transferred.

Transfers from Non-Special to Special Funds will reduce the Annual Ratchet
Minimum Guaranteed Death Benefit for Non-Special Funds on a pro rata basis. The
resulting increase in the Annual Ratchet Minimum Guaranteed Death Benefit for
the Special Funds will equal the reduction in the Annual Ratchet Minimum
Guaranteed Death Benefit for the Non-Special Funds.

The MAX 7 ENHANCED DEATH BENEFIT equals the greater of the 7% Solution Enhanced
Death Benefit and the Annual Ratchet Enhanced Death Benefit.

Under this death benefit option,  the 7% Solution Enhanced Death Benefit and the
Annual  Ratchet  Enhanced  Death Benefit are calculated in the same manner as if
each were the elected benefit.

Note: In all cases described above, the amount of the death benefit could be
      reduced by premium taxes owed and withdrawals not previously deducted. The
      enhanced death benefits may not be available in all states.

EARNINGS MULTIPLIER BENEFIT RIDER. The earnings multiplier benefit rider is an
optional rider that provides a separate death benefit in addition to the death
benefit provided under the death benefit options described above. The rider is
subject to state availability and is available only for non-qualified
Contracts.  It is not available if the Contract is owned by joint owners.
It may be added at issue of the Contract or on the next contract
anniversary following introduction of the rider in a state, if later.
The rider provides a benefit equal to a percentage of the gain under the
Contract, up to a gain equal to 150% of net premiums. Currently, where the
rider is added at issue, the earnings multiplier benefit is equal to 55%
(30% for issue ages 70 and above) of the lesser of: 1) 150% of premiums
adjusted for withdrawals; and 2) the contract value on the date we receive
written notice and due proof of death, as well as required claims forms,
minus premiums adjusted for withdrawals. If the rider is added to a
Contract after issue, the earnings multiplier benefit is equal to 55%
(30% for issue ages 70 and above) of the lesser of: 1) 150% of the contract
value on the rider effective date, plus subsequent premiums adjusted for
subsequent withdrawals; and 2) the contract value on the date we receive
written notice and due proof of death, as well as required claims forms,
minus the contract value on the rider effective date, minus subsequent
premiums adjusted for subsequent withdrawals. The adjustment to the
benefit for withdrawals is pro rata, meaning that the benefit will be
reduced by the proportion that the withdrawal bears to the contract value
at the time of the withdrawal.

There is an extra charge for this feature and once selected, it may not be
revoked. The earnings multiplier benefit rider does not provide a benefit if
there is no gain under the Contract. As such, the Company would continue to
assess a charge for the rider, even though no benefit would be payable at death
under the rider if there are no gains under the Contract. Please see page 2 for
a description of the earnings multiplier benefit rider charge.

DEATH BENEFIT DURING THE INCOME PHASE
If, any contract owner or the annuitant dies after the annuity start date, we
will pay the beneficiary any certain benefit remaining under the annuity in
effect at the time.

CONTINUATION AFTER DEATH -- SPOUSE
If at the contract owner's death, the surviving spouse of the deceased contract
owner is the beneficiary and such surviving spouse elects to continue the
contract as his or her own the following will apply:

If the guaranteed death benefit as of the date we receive due proof of death,
minus the contract value also on that date, is greater than zero, we will add
such difference to the contract value. Such addition will be allocated to the
variable subaccounts in proportion to the contract value in the subaccounts,
unless we are directed otherwise. If there is no contract value in any
subaccount, the addition will be allocated to the

GENERATIONS-110929                     49
Liquid Asset subaccount, or its successor. Such addition to contract value will
not affect the guaranteed death benefit or any living benefit rider values.

The death benefits under each of the available options will continue based on
the surviving spouse's age on the date that ownership changes.

At subsequent surrender, any surrender charge applicable to premiums paid prior
to the date we receive due proof of death of the contract owner will be waived.
Any premiums paid later will be subject to any applicable surrender charge.

Any addition to contract value, as described above, is available only to the
spouse of the owner as of the date of death of the owner if such spouse under
the provisions of the Contract elects to continue the Contract as his or her
own.

If you elected the earnings multiplier benefit rider, and the benefit would
otherwise be payable, the benefit will be added to the contract value and
allocated among the variable subaccounts in proportion to the contract value in
the subaccounts, unless we are directed otherwise. If there is no contract value
in any subaccount, the benefit will be allocated to the Liquid Asset subaccount,
or its successor.

The earnings multiplier benefit rider will continue, if the surviving spouse is
eligible based on his or her attained age. The Maximum Base and the Benefit Base
will be reset based on the adjusted contract value. The calculation of the
benefit going forward will be: 1) based on the attained age of the spouse at the
time of the ownership change using current values as of that date; 2) computed
as if the rider was added to the Contract after issue and after the increase;
and 3) based on the Maximum Base and Benefit Base percentages in effect on the
original rider date. However, we may in the future permit the surviving spouse
to elect to use the then current Maximum Base and Benefit Base percentages in
the benefit calculation. The crediting of the earnings multiplier benefit will
not be included in either the minimum guaranteed death benefit or guaranteed
living benefit calculations. If the surviving spouse is older than the maximum
rider issue age, the rider will terminate.

CONTINUATION AFTER DEATH -- NON SPOUSE
If the beneficiary or surviving joint owner is not the spouse of the owner, the
contract may continue in force subject to the required distribution rules of the
Internal Revenue Code (the "Code"). See next section, "Required Distributions
upon Contract Owner's Death."

If you elected the earnings multiplier benefit rider, and the benefit would
otherwise be payable, the benefit will be added to the contract value and
allocated among the variable subaccounts in proportion to the contract value in
the subaccounts, unless we are directed otherwise. If there is no contract value
in any subaccount, the benefit will be allocated to the Liquid Asset subaccount,
or its successor. The earnings multiplier benefit rider then terminates, whether
or not a benefit was payable under the terms of the rider.

REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the Code.

If any owner of a non-qualified contract dies before the annuity start date, the
death benefit payable to the beneficiary will be distributed as follows: (a) the
death benefit must be completely distributed within 5 years of the contract
owner's date of death; or (b) the beneficiary may elect, within the 1-year
period after the contract owner's date of death, to receive the death benefit in
the form of an annuity from us, provided that (i) such annuity is distributed in
substantially equal installments over the life of such beneficiary or over a
period not extending beyond the life expectancy of such beneficiary; and (ii)
such distributions begin not later than 1 year after the contract owner's date
of death.

Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is
the deceased owner's surviving spouse, then such spouse may elect to continue
the Contract under the same terms as before the contract owner's death. Upon
receipt of such election from the spouse at our Customer Service Center: (1) all
rights of the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2)

GENERATIONS-110929                     50
the spouse will become the owner of the Contract and will also be treated as the
contingent annuitant, if none has been named and only if the deceased owner was
the annuitant; and (3) all rights and privileges granted by the Contract or
allowed by us will belong to the spouse as contract owner of the Contract. This
election will be deemed to have been made by the spouse if such spouse makes a
premium payment to the Contract or fails to make a timely election as described
in this paragraph. If the owner's beneficiary is a nonspouse, the distribution
provisions described in subparagraphs (a) and (b) above, will apply even if the
annuitant and/or contingent annuitant are alive at the time of the contract
owner's death.

If we do not receive an election from a nonspouse owner's beneficiary within the
1-year period after the contract owner's date of death, then we will pay the
death benefit to the owner's beneficiary in a cash payment within five years
from date of death. We will determine the death benefit as of the date we
receive proof of death. We will make payment of the proceeds on or before the
end of the 5-year period starting on the owner's date of death. Such cash
payment will be in full settlement of all our liability under the Contract.

If a contract owner dies after the annuity start date, we will continue to
distribute any benefit payable at least as rapidly as under the annuity option
then in effect. All of the contract owner's rights granted under the Contract or
allowed by us will pass to the contract owner's beneficiary.

If a Contract has joint owners we will consider the date of death of the first
joint owner as the death of the contract owner and the surviving joint owner
will become the contract owner of the Contract. If any contract owner is not an
individual, the death of an annuitant shall be treated as the death of the
owner.

--------------------------------------------------------------------------------
                                CHARGES AND FEES
--------------------------------------------------------------------------------

We deduct the Contract charges described below to cover our costs and expenses,
services provided and risks assumed under the Contracts. We incur certain costs
and expenses for distributing and administrating the Contracts, including
compensation and expenses paid in connection with sales of the Contracts, for
paying the benefits payable under the Contracts and for bearing various risks
associated with the Contracts. The amount of a Contract charge will not always
correspond to the actual costs associated with the charge. For example, the
surrender charge collected may not fully cover all of the distribution expenses
incurred by us with the service or benefits provided. In the event there are any
profits from fees and charges deducted under the Contract, we may use such
profits to finance the distribution of Contracts.

CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value deducted directly
from a single subaccount designated by the Company. Currently we use the Liquid
Asset subaccount for this purpose. If you do not elect this option, or if the
amount of the charges is greater than the amount in the designated subaccount,
the charges will be deducted as discussed below. You may cancel this option at
any time by sending satisfactory notice to our Customer Service Center.

CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:

     SURRENDER CHARGE. We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a withdrawal
in excess of the Free Withdrawal Amount during the 8-year period from the date
we receive and accept a premium payment. The surrender charge is based on a
percentage of each premium payment withdrawn. This charge is intended to cover
sales expenses that we have incurred. We may in the future reduce or waive the
surrender charge in certain situations and will never charge more than the
maximum surrender charges. The percentage of premium payments deducted at the
time of surrender or excess withdrawal depends on the number of complete years
that have elapsed since that premium payment was made. We determine the
surrender charge as a percentage of each premium payment withdrawn as follows:

GENERATIONS-110929                     51
COMPLETE YEARS ELAPSED               0   1   2   3   4   5   6   7   8+
          SINCE PREMIUM PAYMENT
     SURRENDER CHARGE                     8%  7%  6%  5%  4%  3%  2%  1%  0%

     WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE. We will waive the
surrender charge in most states in the following events: (i) you begin receiving
qualified extended medical care on or after the first contract anniversary for
at least 45 days during a 60 day period and your request for the surrender or
withdrawal, together with all required documentation is received at our Customer
Service Center during the term of your care or within 90 days after the last day
of your care; or (ii) you are first diagnosed by a qualifying medical
professional, on or after the first contract anniversary, as having a qualifying
terminal illness. We have the right to require an examination by a physician of
our choice. If we require such an examination, we will pay for it. You are
required to send us satisfactory written proof of illness. See your Contract for
more information. The waiver of surrender charge may not be available in all
states.

     FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount is the total of (i) your
cumulative earnings (which is your contract value less premium payments received
and prior withdrawals), and (ii) 10% of premium payments not previously
withdrawn received within 8 years prior to the date of the withdrawal.

     SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a surrender charge
for excess withdrawals. We consider a withdrawal to be an "excess withdrawal"
when the amount you withdraw in any contract year exceeds the Free Withdrawal
Amount. Where you are receiving systematic withdrawals, any combination of
regular withdrawals taken and any systematic withdrawals expected to be received
in a contract year will be included in determining the amount of the excess
withdrawal. Such a withdrawal will be considered a partial surrender of the
Contract and we will impose a surrender charge and any associated premium tax.
We will deduct such charges from the contract value in proportion to the
contract value in each subaccount or Fixed Interest Allocation from which the
excess withdrawal was taken. In instances where the excess withdrawal equals the
entire contract value in such subaccounts or Fixed Interest Allocations, we will
deduct charges proportionately from all other subaccounts and Fixed Interest
Allocations in which you are invested. ANY WITHDRAWAL FROM A FIXED INTEREST
ALLOCATION MORE THAN 30 DAYS BEFORE ITS MATURITY DATE WILL TRIGGER A MARKET
VALUE ADJUSTMENT.

For the purpose of calculating the surrender charge for an excess withdrawal: a)
we treat premiums as being withdrawn on a first-in, first-out basis; and b)
amounts withdrawn which are not considered an excess withdrawal are not
considered a withdrawal of any premium payments. We have included an example of
how this works in Appendix C. Although we treat premium payments as being
withdrawn before earnings for purpose of calculating the surrender charge for
excess withdrawals, the federal tax law treats earnings as withdrawn first.

     PREMIUM TAXES. We may make a charge for state and local premium taxes
depending on your state of residence. The tax can range from 0% to 3.5% of the
premium payment. We have the right to change this amount to conform with changes
in the law or if you change your state of residence.

We deduct the premium tax from your contract value on the annuity start date.
However, some jurisdictions impose a premium tax at the time that initial and
additional premiums are paid, regardless of when the annuity payments begin. In
those states we may defer collection of the premium taxes from your contract
value and deduct it when you surrender the Contract, when you take an excess
withdrawal, or on the annuity start date.

     ADMINISTRATIVE CHARGE. We deduct an annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $30 per Contract unless waived under conditions
established by Golden American. We deduct the charge proportionately from all
subaccounts in which you are invested. If there is no contract value in those
subaccounts, we will deduct the charge from your Fixed Interest Allocations
starting with the guaranteed interest periods nearest their maturity dates until
the charge has been paid.

GENERATIONS-110929                     52
TRANSFER CHARGE. We currently do not deduct any charges for transfers made
during a contract year. We have the right, however, to assess up to $25 for each
transfer after the twelfth transfer in a contract year. If such a charge is
assessed, we would deduct the charge from the subaccounts and the Fixed Interest
Allocations from which each such transfer is made in proportion to the amount
being transferred from each such subaccount and Fixed Interest Allocation unless
you have chosen to have all charges deducted from a single subaccount. The
charge will not apply to any transfers due to the election of dollar cost
averaging, automatic rebalancing and transfers we make to and from any
subaccount specially designated by the Company for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
     MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge is
deducted each business day. The amount of the mortality and expense risk charge
depends on the death benefit you have elected and on the category of contract
owner to which you belong. The charge is deducted on each business day based on
the assets you have in each subaccount. The charge for each death benefit
option, on an annual basis, for Yr-2001 contract owners, is equal to 1.25% for
the Standard Death Benefit, 1.30% for the Deferred Ratchet Enhanced Death
Benefit, 1.50% for the Annual Ratchet Enhanced Death Benefit, 1.60% for the 7%
Solution Enhanced Death Benefit or 1.70% for the Max 7 Enhanced Death Benefit,
of the assets you have in each subaccount. The charge is deducted each business
day at the rate of .003446% (Standard), .003585% (Deferred Ratchet), .004141%
(Annual Ratchet), .004419% (7% Solution) or .004697% (Max 7), respectively, for
each day since the previous business day. In the event there are any profits
from the mortality and expense risk charge, we may use such profits to finance
the distribution of contracts.

Please see Appendix E for a description of the death benefit and mortality and
expense risk charge for Pre-2001 contract owners.

     ASSET-BASED ADMINISTRATIVE CHARGE. The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the assets you
have in each subaccount. The charge is deducted on each business day at the rate
of .000411% for each day since the previous business day. This charge is
deducted daily from your assets in each subaccount.

     EARNINGS MULTIPLIER BENEFIT CHARGE. Subject to state availability, you may
purchase the earnings multiplier benefit rider for a non-qualified Contract
either at issue or on the next contract anniversary following the introduction
of the benefit in your state, if later. So long as the rider is in effect, we
will deduct a separate quarterly charge for the rider through a pro rata
reduction of the contract value of the subaccounts in which you are invested. If
there is insufficient contract value in the subaccounts, we will deduct the
charges from your Fixed Interest Allocations starting with the allocation
nearest its maturity date. If that is insufficient, we will deduct the charge
from the allocation next nearest its maturity date, and so on. We deduct the
rider charge on each quarterly contract anniversary in arrears, meaning the
first charge will be deducted on the first quarterly anniversary following the
rider date. If you surrender or annuitize your Contract, we will deduct a pro
rata portion of the charge for the current quarter based on the current contract
value immediately prior to the surrender or annuitization. The quarterly charge
for the earnings multiplier benefit rider is 0.075% (0.30% annually). For a
description of the rider, see "The Earnings Multiplier Benefit Rider."

     OPTIONAL RIDER CHARGES. Subject to state availability, you may purchase one
of three optional benefit riders that you may elect at issue. So long as the
rider is in effect, we will deduct a separate quarterly
charge for each optional benefit rider through a pro rata reduction of the
contract value of the subaccounts in which you are invested. If there is
insufficient contract value in the subaccount, we will deduct the charges from
your Fixed Interest Allocations nearest their maturity date. We deduct each
rider charge on each quarterly contract anniversary in arrears, meaning the
first charge will be deducted on the first quarterly anniversary following the
rider date. For a description of the riders and the defined terms used in
connection with the riders, see "The Annuity Contract -- Optional Riders."

GENERATIONS-110929                     53
MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB). The quarterly charge for
the MGAB rider is as follows:

     Waiting Period            Quarterly Charge
     --------------            ----------------
     10 Year..............     0.125% of the MGAB Charge Base (0.50% annually)
     20 Year..............     0.125% of the MGAB Charge Base (0.50% annually)

The MGAB Charge Base is the total of (i) the MGAB Base on the rider date, and
(ii) premiums during the 2-year period commencing on the rider date, reduced pro
rata for withdrawals and reduced for transfers made within the last 3 years
prior to the MGAB Benefit Date. We will deduct charges only during your ten-year
or twenty-year waiting period, as applicable. If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and MGAB Charge Base
immediately prior to the surrender or annuitization. The MGAB Charge Base is
adjusted for transfers between Special and Non-Special Funds.

     MINIMUM GUARANTEED INCOME BENEFIT (MGIB). The quarterly charge for the MGIB
rider is as follows:

     MGIB Rate                 Quarterly Charge
     ---------                 ----------------
     7%...................     0.125% of the MGIB Charge Base (0.50% annually)

The MGIB Charge Base is the total of premiums paid added more than 5 years
before the earliest MGIB Benefit Date, reduced pro rata for all withdrawals
taken while the MGIB rider is in effect, and accumulated at the MGIB Rate (7%)
to the earlier of age 80 and reaching the MGIB Base Maximum. If you surrender or
annuitize your Contract, we will deduct a pro rata portion of the charge for the
current quarter based on the current quarterly charge rate and your MGIB Charge
Base immediately prior to the surrender or annuitization. The MGIB Charge Base
is adjusted for transfers between Special and Non-Special Funds.

     MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB). The quarterly charge for the
MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible Payment
Amount. The original MGWB Eligible Payment Amount is equal to all premiums paid
added during the first two contract years following the rider date. When we
calculate the MGWB rider charge, we do not reduce the Eligible Payment Amount by
the amount of any withdrawals taken while the MGWB rider is in effect. We will
deduct charges only during the period before your Contract's Automatic Periodic
Benefit Status. If you surrender or annuitize your Contract, we will deduct a
pro rata portion of the charge for the current quarter based on the current
quarterly charge rate and your original MGWB Eligible Payment Amount immediately
prior to the surrender or annuitization.

TRUST EXPENSES
Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, five portfolios deduct a
service fee, which is used to compensate service providers for administrative
and contract holder services provided on behalf of the portfolios, and six
portfolios deduct a distribution or 12b-1 fee, which is used to finance any
activity that is primarily intended to result in the sale of shares of the
applicable portfolio. Based on actual portfolio experience in 2000, together
with estimated costs for new portfolios, total estimated portfolio fees and
charges for 2001 range from 0.55% to 1.86%. See "Fees and Expenses" in this
prospectus.

Additionally, we may receive compensation from the investment advisers,
administrators or distributors of the portfolios in connection with
administrative, distribution, or other services and cost savings experienced by
the investment advisers, administrators or distributors. It is anticipated that
such compensation will be based on assets of the particular portfolios
attributable to the Contract. Some advisers, administrators or distributors may
pay us more than others.

GENERATIONS-110929                     54
--------------------------------------------------------------------------------
                               THE ANNUITY OPTIONS
--------------------------------------------------------------------------------

ANNUITIZATION OF YOUR CONTRACT
If the annuitant and contract owner are living on the annuity start date, we
will begin making payments to the contract owner under an income plan. We will
make these payments under the annuity option chosen. You may change annuity
option by making a written request to us at least 30 days before the annuity
start date. The amount of the payments will be determined by applying your
contract value adjusted for any applicable Market Value Adjustment on the
annuity start date in accordance with the annuity option you chose.

You may also elect an annuity option on surrender of the Contract for its cash
surrender value or you may choose one or more annuity options for the payment of
death benefit proceeds while it is in effect and before the annuity start date.
If, at the time of the contract owner's death or the annuitant's death (if the
contract owner is not an individual), no option has been chosen for paying death
benefit proceeds, the beneficiary may choose an annuity option within 60 days.
In all events, payments of death benefit proceeds must comply with the
distribution requirements of applicable federal tax law.

The minimum monthly annuity income payment that we will make is $20. We may
require that a single sum payment be made if the contract value is less than
$2,000 or if the calculated monthly annuity income payment is less than $20.

For each annuity option we will issue a separate written agreement putting the
annuity option into effect. Before we pay any annuity benefits, we require the
return of your Contract. If your Contract has been lost, we will require that
you complete and return the applicable lost Contract form. Various factors will
affect the level of annuity benefits, such as the annuity option chosen, the
applicable payment rate used and the investment performance of the portfolios
and interest credited to the Fixed Interest Allocations.

Our current annuity options provide only for fixed payments. Fixed annuity
payments are regular payments, the amount of which is fixed and guaranteed by
us. Some fixed annuity options provide fixed payments either for a specified
period of time or for the life of the annuitant. The amount of life income
payments will depend on the form and duration of payments you chose, the age of
the annuitant or beneficiary (and gender, where appropriate under applicable
law), the total contract value applied to purchase a Fixed Interest Allocation,
and the applicable payment rate.

Our approval is needed for any option where:

     (1)  The person named to receive payment is other than the contract owner
          or beneficiary;

     (2)  The person named is not a natural person, such as a corporation; or

     (3)  Any income payment would be less than the minimum annuity income
          payment allowed.

SELECTING THE ANNUITY START DATE
You select the annuity start date, which is the date on which the annuity
payments commence. The annuity start date must be at least 5 years from the
contract date but before the month immediately following the annuitant's 90th
birthday, or 10 years from the contract date, if later. If, on the annuity start
date, a surrender charge remains, the elected annuity option must include a
period certain of at least 5 years.

If you do not select an annuity start date, it will automatically begin in the
month following the annuitant's 90th birthday, or 10 years from the contract
date, if later.

If the annuity start date occurs when the annuitant is at an advanced age, such
as over age 85, it is possible that the Contract will not be considered an
annuity for federal tax purposes. See "Federal Tax Considerations" and the SAI.
For a Contract purchased in connection with a qualified plan, other than a Roth
IRA, distributions must commence not later than April 1st of the calendar year
following the calendar year in which you attain age 70 1/2 or, in some case,
retire. Distributions may be made through annuitization or withdrawals. You
should consult your tax adviser for tax advice.

GENERATIONS-110929                     55
FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments. They may be monthly,
quarterly, semi-annually or annually. If we do not receive written notice from
you, we will make the payments monthly. There may be certain restrictions on
minimum payments that we will allow.

THE ANNUITY OPTIONS
We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3
are fixed. Payments under Option 4 may be fixed or variable, although only fixed
are currently available. For a fixed annuity option, the contract value in the
subaccounts is transferred to the Company's general account.

     OPTION 1. INCOME FOR A FIXED PERIOD. Under this option, we make monthly
payments in equal installments for a fixed number of years based on the contract
value on the annuity start date. We guarantee that each monthly payment will be
at least the amount stated in your Contract. If you prefer, you may request that
payments be made in annual, semi-annual or quarterly installments. We will
provide you with illustrations if you ask for them. If the cash surrender value
or contract value is applied under this option, a 10% penalty tax may apply to
the taxable portion of each income payment until the contract owner reaches age
59 1/2.

     OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Payment is made for the
life of the annuitant in equal monthly installments and guaranteed for at least
a period certain such as 10 or 20 years. Other periods certain may be available
to you on request. You may choose a refund period instead. Under this
arrangement, income is guaranteed until payments equal the amount applied. If
the person named lives beyond the guaranteed period, payments continue until his
or her death. We guarantee that each payment will be at least the amount
specified in the Contract corresponding to the person's age on his or her last
birthday before the annuity start date. Amounts for ages not shown in the
Contract are available if you ask for them.

     OPTION 3. JOINT LIFE INCOME. This option is available when there are 2
persons named to determine annuity payments. At least one of the persons named
must be either the contract owner or beneficiary of the Contract. We guarantee
monthly payments will be made as long as at least one of the named persons is
living. There is no minimum number of payments. Monthly payment amounts are
available if you ask for them.

     OPTION 4. ANNUITY PLAN. The contract value can be applied to any other
annuitization plan that we choose to offer on the annuity start date. Annuity
payments under Option 4 may be fixed and variable. If variable and subject to
the 1940 Act it will comply with requirements of such Act.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts still due
as provided in the annuity agreement between you and Golden American. The
amounts we will pay are determined as follows:

     (1)  For Option 1, or any remaining guaranteed payments under Option 2, we
          will continue payments. Under Options 1 and 2, the discounted values
          of the remaining guaranteed payments may be paid in a single sum. This
          means we deduct the amount of the interest each remaining guaranteed
          payment would have earned had it not been paid out early. The discount
          interest rate is never less than 3% for Option 1 and for Option 2 per
          year. We will, however, base the discount interest rate on the
          interest rate used to calculate the payments for Options 1 and 2 if
          such payments were not based on the tables in the Contract.

     (2)  For Option 3, no amounts are payable after both named persons have
          died.

     (3)  For Option 4, the annuity option agreement will state the amount we
          will pay, if any.

GENERATIONS-110929                     56
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                            OTHER CONTRACT PROVISIONS
--------------------------------------------------------------------------------

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter. The report will show the contract value, cash surrender value,
and the death benefit as of the end of the calendar quarter. The report will
also show the allocation of your contract value and reflects the amounts
deducted from or added to the contract value since the last report. You have 30
days to notify our Customer Service Center of any errors or discrepancies
contained in the report or in any confirmation notices. We will also send you
copies of any shareholder reports of the investment portfolios in which Separate
Account B invests, as well as any other reports, notices or documents we are
required by law to furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
is closed; (2) when trading on the New York Stock Exchange is restricted; (3)
when an emergency exists as determined by the SEC so that the sale of securities
held in Separate Account B may not reasonably occur or so that the Company may
not reasonably determine the value of Separate Account B's net assets; or (4)
during any other period when the SEC so permits for the protection of security
holders. We have the right to delay payment of amounts from a Fixed Interest
Allocation for up to 6 months.

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or gender given in the application or enrollment form is misstated,
the amounts payable or benefits provided by the Contract shall be those that the
premium payment would have bought at the correct age or sex.

ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a loan but
you should understand that your rights and any beneficiary's rights may be
subject to the terms of the assignment. An assignment may have federal tax
consequences. You must give us satisfactory written notice at our Customer
Service Center in order to make or release an assignment. We are not responsible
for the validity of any assignment.

CONTRACT CHANGES -- APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify the
Contract as an annuity under applicable federal tax law. You will be given
advance notice of such changes.

FREE LOOK
You may cancel your Contract within your 10-day free look period. We deem the
free look period to expire 15 days after we mail the Contract to you. Some
states may require a longer free look period. To cancel, you need to send your
Contract to our Customer Service Center or to the agent from whom you purchased
it. We will refund the contract value. For purposes of the refund during the
free look period, (i) we adjust your contract value for any Market Value
Adjustment (if you have invested in the fixed account), and (ii) then we include
a refund of any charges deducted from your contract value. Because of the market
risks associated with investing in the portfolios and the potential positive or
negative effect of the market value adjustment, the contract value returned may
be greater or less than the premium payment you paid. Some states require us to
return to you the amount of the paid premium (rather than the contract value) in
which case you will not be subject to investment risk during the free look
period. In these states, your premiums designated for investment in the
subaccounts may be allocated during the free look period to a subaccount
specially designated by the Company for this purpose (currently, the Liquid
Asset subaccount). We may, in our discretion, require that premiums designated
for investment in the subaccounts from all other states as well
as premiums designated for a Fixed Interest Allocation be allocated to the
specially designated subaccount during the free look period. Your Contract is
void as of the day we receive your Contract and cancellation request. We
determine your contract value at the close of business on the day we receive
your written request. If you keep your Contract after the free look period and
the investment is allocated to a subaccount

GENERATIONS-110929                     57
specially designated by the Company, we will put your money in the subaccount(s)
chosen by you, based on the accumulation unit value next computed for each
subaccount, and/or in the Fixed Interest Allocation chosen by you.

GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any surrender,
administration, and mortality and expense risk charges. We may also change the
minimum initial and additional premium requirements, or offer an alternative or
reduced death benefit.

SELLING THE CONTRACT
Directed Services, Inc. is the principal underwriter and distributor of the
Contract as well as for other contracts issued through Separate Account B and
other separate accounts of Golden American. The principal address of Directed
Services is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380. Directed
Services is a corporation organized under the laws of New York and is a wholly
owned subsidiary of Equitable of Iowa. Directed Services is registered as a
broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as
with securities commissions in the states in which it operates, and is a member
of the National Association of Securities Dealers, Inc. ("NASD").

Directed Services has the authority to enter into selling agreements with other
firms. Directed Services has entered into a selling agreement with Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") to sell the
Contracts through registered representatives. Those representatives are
registered with the NASD, and if applicable, also with the states in which they
do business. They also are licensed as insurance agents in the states in which
they do business.

We pay sales commissions to Directed Services for the sale of the Contracts.
Directed Services passes through the entire amount of the sales commission to
Merrill Lynch. The maximum sales commission payable will be approximately 6.50%
of the initial and any additional premium payment. This commission may be
returned if the Contract is not continued through the first Contract Year.

--------------------------------------------------------------------------------
                            UNDERWRITER COMPENSATION
--------------------------------------------------------------------------------

   NAME OF PRINCIPAL               AMOUNT OF                      OTHER
      UNDERWRITER            COMMISSION TO BE PAID            COMPENSATION

 Directed Services, Inc.         Maximum of 6.50%          Reimbursement of any
                                 of any initial             covered expenses
                                  or additional                 incurred
                                premium payments             by registered
                                  except when               representatives
                                    combined                 in connection
                                with some annual                with the
                               trail commissions.             distribution
                                                            of the Contracts.
--------------------------------------------------------------------------------

Certain sales agreements may provide for a combination of a certain percentage
of commission at the time of sale and an annual trail commission (which when
combined could exceed the above commission).

We may make additional cash payments to Merrill Lynch for marketing and
educational expenses and for the reimbursement of certain expenses incurred by
registered representatives in connection with the distribution of the Contracts.

We do not pay any additional commissions on the sale or exercise of any of the
optional benefit riders offered in this prospectus.

                                       58
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                                OTHER INFORMATION
--------------------------------------------------------------------------------

VOTING RIGHTS
We will vote the shares of a Trust owned by Separate Account B according to your
instructions. However, if the 1940 Act or any related regulations should change,
or if interpretations of it or related regulations should change, and we decide
that we are permitted to vote the shares of a Trust in our own right, we may
decide to do so.

We determine the number of shares that you have in a subaccount by dividing the
Contract's contract value in that subaccount by the net asset value of one share
of the portfolio in which a subaccount invests. We count fractional votes. We
will determine the number of shares you can instruct us to vote 180 days or less
before a Trust shareholder meeting. We will ask you for voting instructions by
mail at least 10 days before the meeting. If we do not receive your instructions
in time, we will vote the shares in the same proportion as the instructions
received from all contracts in that subaccount. We will also vote shares we hold
in Separate Account B which are not attributable to contract owners in the same
proportion.

STATE REGULATION
We are regulated by the Insurance Department of the State of Delaware. We are
also subject to the insurance laws and regulations of all jurisdictions where we
do business. The variable Contract offered by this prospectus has been approved
where required by those jurisdictions. We are required to submit annual
statements of our operations, including financial statements, to the Insurance
Departments of the various jurisdictions in which we do business to determine
solvency and compliance with state insurance laws and regulations.

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
materially adverse impact on the Company or Separate Account B.

LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R. Tashman, Esquire,
Executive Vice President, General Counsel and Assistant Secretary of Golden
American. Sutherland Asbill & Brennan LLP of Washington, D.C. has provided
advice on certain matters relating to federal securities laws.

EXPERTS
The audited financial statements of Golden American and Separate Account B
appearing in this prospectus or in the SAI and Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing in this prospectus or in the SAI and in the
Registration Statement and are included or incorporated by reference in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.

GENERATIONS-110929                     59
--------------------------------------------------------------------------------
                           FEDERAL TAX CONSIDERATIONS
--------------------------------------------------------------------------------

The following summary provides a general description of the federal income tax
considerations associated with this Contract and does not purport to be complete
or to cover all tax situations. This discussion is not intended as tax advice.
You should consult your counsel or other competent tax advisers for more
complete information. This discussion is based upon our understanding of the
present federal income tax laws. We do not make any representations as to the
likelihood of continuation of the present federal income tax laws or as to how
they may be interpreted by the IRS.

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased on a
tax-qualified basis. Qualified Contracts are designed for use by individuals
whose premium payments are comprised solely of proceeds from and/or
contributions under retirement plans that are intended to qualify as plans
entitled to special income tax treatment under Sections 401(a), 403(b), 408, or
408A of the Code. The ultimate effect of federal income taxes on the amounts
held under a Contract, or annuity payments, depends on the type of retirement
plan, on the tax and employment status of the individual concerned, and on our
tax status. In addition, certain requirements must be satisfied in purchasing a
qualified Contract with proceeds from a tax-qualified plan and receiving
distributions from a qualified Contract in order to continue receiving favorable
tax treatment. Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures. Contract owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the Contract comply with applicable law. Therefore, you should seek
competent legal and tax advice regarding the suitability of a Contract for your
particular situation. The following discussion assumes that qualified Contracts
are purchased with proceeds from and/or contributions under retirement plans
that qualify for the intended special federal income tax treatment.

TAX STATUS OF THE CONTRACTS
     DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a
variable account be "adequately diversified" in order for nonqualified Contracts
to be treated as annuity contracts for federal income tax purposes. It is
intended that Separate Account B, through the subaccounts, will satisfy these
diversification requirements.

     INVESTOR CONTROL. In certain circumstances, owners of variable annuity
contracts have been considered for federal income tax purposes to be the owners
of the assets of the separate account supporting their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently taxed on income and gains attributable
to the separate account assets. There is little guidance in this area, and some
features of the Contracts, such as the flexibility of a contract owner to
allocate premium payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts do not give
contract owners investment control over Separate Account B assets, we reserve
the right to modify the Contracts as necessary to prevent a contract owner from
being treated as the owner of the Separate Account B assets supporting the
Contract.

     REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
federal income tax purposes, the Code requires any nonqualified Contract to
contain certain provisions specifying how your interest in the Contract will be
distributed in the event of your death. The non-qualified Contracts contain
provisions that are intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued. We intend to
review such provisions and modify them if necessary to assure that they comply
with the applicable requirements when such requirements are clarified by
regulation or otherwise. See "Death Benefit Choices" for additional information
on required distributions from non-qualified contracts.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify as annuity
contracts for federal income tax purposes.

GENERATIONS-110929                     60
TAX TREATMENT OF ANNUITIES
     IN GENERAL. We believe that if you are a natural person you will generally
not be taxed on increases in the value of a Contract until a distribution occurs
or until annuity payments begin. (For these purposes, the agreement to assign or
pledge any portion of the contract value, and, in the case of a qualified
Contract, any portion of an interest in the qualified plan, generally will be
treated as a distribution.)

TAXATION OF NON-QUALIFIED CONTRACTS
     NON-NATURAL PERSON. The owner of any annuity contract who is not a natural
person generally must include in income any increase in the excess of the
contract value over the "investment in the contract" (generally, the premiums or
other consideration you paid for the contract less any nontaxable withdrawals)
during the taxable year. There are some exceptions to this rule and a
prospective contract owner that is not a natural person may wish to discuss
these with a tax adviser. The following discussion generally applies to
Contracts owned by natural persons.

     WITHDRAWALS. When a withdrawal from a non-qualified Contract occurs, the
amount received will be treated as ordinary income subject to tax up to an
amount equal to the excess (if any) of the contract value (unreduced by the
amount of any surrender charge) immediately before the distribution over the
contract owner's investment in the Contract at that time. The tax treatment of
market value adjustments is uncertain. You should consult a tax adviser if you
are considering taking a withdrawal from your Contract in circumstances where a
market value adjustment would apply.

In the case of a surrender under a non-qualified Contract, the amount received
generally will be taxable only to the extent it exceeds the contract owner's
investment in the Contract.

     SEPARATE ACCOUNT CHARGES. It is possible that the Internal Revenue Service
may take a position that charges for certain optional benefits and riders are
deemed to be taxable distributions to you. In particular, the Internal Revenue
Service may treat the quarterly charges deducted for the earnings multiplier
benefit rider as taxable withdrawals, which might also be subject to a tax
penalty if the withdrawal occurs before you reach age 59 1/2. Although we do not
believe that the charges we deduct for the earnings multiplier benefit rider or
any other optional benefit or rider provided under the Contract should be
treated as taxable withdrawals, you should consult your tax advisor prior to
selecting any optional benefit or rider under the Contract.

     PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution from a
non-qualified Contract, there may be imposed a federal tax penalty equal to 10%
of the amount treated as income. In general, however, there is no penalty on
distributions:

     o    made on or after the taxpayer reaches age 59 1/2;

     o    made on or after the death of a contract owner;

     o    attributable to the taxpayer's becoming disabled; or

     o    made as part of a series of substantially equal periodic payments for
          the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and special rules
may be applicable in connection with the exceptions enumerated above. A tax
adviser should be consulted with regard to exceptions from the penalty tax.

     ANNUITY PAYMENTS. Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each annuity
payment is generally not taxed and the remainder is taxed as ordinary income.
The non-taxable portion of an annuity payment is generally determined in a
manner that is designed to allow you to recover your investment in the Contract
ratably on a tax-free basis over the expected stream of annuity payments, as
determined when annuity payments start. Once your investment in the Contract has
been fully recovered, however, the full amount of each annuity payment is
subject to tax as ordinary income.

GENERATIONS-110929                     61
TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a
Contract because of your death or the death of the annuitant. Generally, such
amounts are includible in the income of recipient as follows: (i) if distributed
in a lump sum, they are taxed in the same manner as a surrender of the Contract,
or (ii) if distributed under a payment option, they are taxed in the same way as
annuity payments.

     TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT. A
transfer or assignment of ownership of a Contract, the designation of an
annuitant, or payee other than an owner, the selection of certain dates for
commencement of the annuity phase, or the exchange of a Contract may result in
certain tax consequences to you that are not discussed herein. A contract owner
contemplating any such transfer, assignment, designation or exchange, should
consult a tax advisor as to the tax consequences.

     WITHHOLDING. Annuity distributions are generally subject to withholding for
the recipient's federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions.

     MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are
issued by us (or our affiliates) to the same contract owner during any calendar
year are treated as one non-qualified deferred annuity contract for purposes of
determining the amount includible in such contract owner's income when a taxable
distribution occurs.

TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in these qualified plans vary according to
the type of plan and the terms and conditions of the plan itself. Special
favorable tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from: contributions in excess
of specified limits; distributions before age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; and in other specified circumstances. Therefore, no
attempt is made to provide more than general information about the use of the
Contracts with the various types of qualified retirement plans. Contract owners,
annuitants, and beneficiaries are cautioned that the rights of any person to any
benefits under these qualified retirement plans may be subject to the terms and
conditions of the plans themselves, regardless of the terms and conditions of
the Contract, but we shall not be bound by the terms and conditions of such
plans to the extent such terms contradict the Contract, unless the Company
consents.

     DISTRIBUTIONS. Annuity payments are generally taxed in the same manner as
under a non-qualified Contract. When a withdrawal from a qualified Contract
occurs, a pro rata portion of the amount received is taxable, generally based on
the ratio of the contract owner's investment in the Contract (generally, the
premiums or other consideration paid for the Contract) to the participant's
total accrued benefit balance under the retirement plan. For qualified
Contracts, the investment in the Contract can be zero. For Roth IRAs,
distributions are generally not taxed, except as described below. For qualified
plans under Section 401(a) and 403(b), the Code requires that distributions
generally must commence no later than the later of April 1 of the calendar year
following the calendar year in which the contract owner (or plan participant)
(i) reaches age 70 1/2 or (ii) retires, and must be made in a specified form or
manner. If the plan participant is a "5 percent owner" (as defined in the Code),
distributions generally must begin no later than April 1 of the calendar year
following the calendar year in which the contract owner (or plan participant)
reaches age 70 1/2. For IRAs described in Section 408, distributions generally
must commence no later than the later of April 1 of the calendar year following
the calendar year in which the contract owner (or plan participant) reaches age
70 1/2. Roth IRAs under Section 408A do not require distributions at any time
before the contract owner's death.

     WITHHOLDING. Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax liability.
The withholding rates vary according to the type of distribution and the
contract owner's tax status. The contract owner may be provided the opportunity
to elect not to have tax withheld from distributions. "Eligible rollover
distributions" from section 401(a) plans and section 403(b) tax-sheltered
annuities are subject to a mandatory federal income tax withholding of 20%. An
eligible rollover distribution is the taxable portion of any distribution from
such a plan, except certain distributions that are required by the Code,
distributions in a specified annuity form or hardship distributions. The 20%

GENERATIONS-110929                     62
withholding does not apply, however, if the contract owner chooses a "direct
rollover" from the plan to another tax-qualified plan or IRA.

Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow. We will endorse the Contract as necessary to
conform it to the requirements of such plan.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish various
types of retirement plans for employees, and permits self-employed individuals
to establish these plans for themselves and their employees. These retirement
plans may permit the purchase of the Contracts to accumulate retirement savings
under the plans. Adverse tax or other legal consequences to the plan, to the
participant, or to both may result if this Contract is assigned or transferred
to any individual as a means to provide benefit payments, unless the plan
complies with all legal requirements applicable to such benefits before transfer
of the Contract. Employers intending to use the Contract with such plans should
seek competent advice.

INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA." These IRAs are subject to limits on the amount that can be contributed,
the deductible amount of the contribution, the persons who may be eligible, and
the time when distributions commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" or transferred on a
tax-deferred basis into an IRA. There are significant restrictions on rollover
or transfer contributions from Savings Incentive Match Plans for Employees
(SIMPLE), under which certain employers may provide contributions to IRAs on
behalf of their employees, subject to special restrictions. Employers may
establish Simplified Employee Pension (SEP) Plans to provide IRA contributions
on behalf of their employees. Sales of the Contract for use with IRAs may be
subject to special requirements of the IRS.

ROTH IRA
Section 408A of the Code permits certain eligible individuals to
contribute to a Roth IRA. Contributions to a Roth IRA, which are subject to
limits on the amount of the contribution and the persons who may be eligible to
contribute, are not deductible, and must be made in cash or as a rollover or
transfer from another Roth IRA or other IRA. A rollover from or conversion of an
IRA to a Roth IRA may be subject to tax, and other special rules may apply.
Distributions from a Roth IRA generally are not taxed, except that, once
aggregate distributions exceed contributions to the Roth IRA, income tax and a
10% penalty tax may apply to distributions made (1) before age 59 1/2 (subject
to certain exceptions) or (2) during the five taxable years starting with the
year in which the first contribution is made to any Roth IRA. A 10% penalty tax
may apply to amounts attributable to a conversion from an IRA to a Roth IRA if
the amounts are distributed during the five taxable years beginning with the
year in which the conversion was made.

TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a Contract that will provide an annuity
for the employee's retirement. These premium payments may be subject to FICA
(Social Security) tax. Distributions of (1) salary reduction contributions made
in years beginning after December 31, 1988; (2) earnings on those contributions;
and (3) earnings on amounts held as of the last year beginning before January 1,
1989, are not allowed prior to age 59 1/2, separation from service, death or
disability. Salary reduction contributions may also be distributed upon
hardship, but would generally be subject to penalties.

LOANS
Loans may be available if you are under age 70 1/2 and purchased your contract
in connection with a non-ERISA plan qualified under Section 403(b) of the Code
("TSA"). If your contract was issued in connection with a TSA and the terms of
your plan permit, you may take a loan from us, using your Cash Surrender Value
as collateral for the loan. Loans are subject to the terms of the Contract, the
plan and the Code. You are responsible for monitoring the amount and number of
loans outstanding at any one time under your TSA, whether under our contracts or
those of other carriers. We may modify the terms of a loan to comply

GENERATIONS-110929                     63
with changes in applicable law. WE URGE YOU TO CONSULT WITH A QUALIFIED TAX
ADVISOR PRIOR TO EFFECTING A LOAN TRANSACTION UNDER YOUR CONTRACT.

     LOAN PROCEDURES. You must complete a loan application in order to effect a
loan. You may submit a loan application at any time after the free look period
and before the annuity start date. There is a loan fee (currently $25) per loan,
payable at the time of the loan. If the loan amount plus the loan fee exceeds
the maximum loan amount, the fee will be deducted from the loan proceeds.

     In order to secure your loan, on the effective date of your loan, we will
transfer an amount equal to the principal amount of your loan into an account
called the "TSA Special Fixed Account." You must indicate your choice of
variable and fixed accounts from which amounts will be transferred to the TSA
Special Fixed Account. If no choice is indicated, amounts will be transferred on
a pro rata basis from your variable accounts. If amounts allocated to the
variable accounts are not sufficient, amounts will be transferred from the fixed
accounts on a nearest to maturity basis.

     Amounts transferred from the TSA Special Fixed Account upon loan repayments
will be transferred to the variable accounts in proportion to the contract value
so allocated. If no contract value is allocated to the variable accounts, such
transfers will be made to the Liquid Asset subaccount.

     No withdrawals are permitted unless there has been a Distributable Event.
Distributable Events are the following:

     1)   attainment of age 59 1/2;

     2)   separation from service;

     3)   death; or

     4)   disability.

You must notify us when a separation from service has occurred. No withdrawals
are permitted from the TSA Special Fixed Account, other than an automatic
withdrawal to pay off a defaulted loan. See "Loan Default," below.

     MINIMUM AND MAXIMUM LOAN AMOUNTS. You may borrow a minimum of $1,000,
unless we are required by law to allow a lesser minimum amount. We currently
allow no more than 2 loans per Contract at any time. The maximum loan amount for
a new loan is the lesser of (1) and (2), minus any outstanding loan balance,
where

     1)   is 50% of the Cash Surrender Value, and

     2)   is $50,000 minus the excess of the highest outstanding loan balance
          during the past 12 months over the loan balance on the date of the new
          loan.

     INTEREST. The  balance in the TSA Special Fixed Account is credited
with interest until the loan is repaid in full. The current annual effective
interest rate is 3.5%. The guaranteed minimum interest rate is 3%. Rates are
guaranteed for one year. Each loan will have a separate TSA Special Fixed
Account, and each may have a different interest crediting rate.

     You will be charged interest on the outstanding loan balance at an annual
effective interest rate of 6%. Interest will be charged in arrears. Interest
charges accrue on your outstanding loan balance daily beginning on the effective
date of your loan.

     LOAN REPAYMENT. Loans must be repaid within 5 years. However, if the loan
is used to purchase your principal residence, it must be repaid within 15 years.
You must identify your payments as premium payments or they will be treated as
loan repayments. You may choose whether to make your loan repayments quarterly
or monthly. Currently, loans must be repaid by electronic funds transfer ("EFT")
or pre-authorized check ("PAC"), unless we have approved another form of
payment.

GENERATIONS-110929                     64
If your loan repayment is late, and the loan would otherwise be in default,
we will make a withdrawal in an amount sufficient to keep the loan from going
into default. The withdrawals will be made on a pro rata basis from all of the
variable accounts to which contract value is then allocated. If there is not
enough contract value in the variable accounts, the withdrawal will be made from
the fixed accounts on a nearest to maturity basis, and any amount withdrawn may
be subject to a Market Value Adjustment. This will only be done if:

     1)   there has been a Distributable Event;

     2)   the amount available for withdrawal is equal to or exceeds the
          necessary amount plus any applicable withdrawal charges; and

     3)   you have authorized us to do so in the loan agreement.

If any of these conditions is not met, the loan will be considered to be in
default, and default procedures will be performed.

     LOAN DEFAULT. When your loan is in default, you may pay off the loan, or
the loan will be repaid through an automatic withdrawal from your contract
value, as described below.

     1.   Loan Repaid
          For loans in default status, we will accept repayment only in the
          amount necessary to pay off the loan balance in full.

     2.   Loan Not Repaid
          The defaulted loan balance continues to accrue interest until there
          has been a Distributable Event, at which time the defaulted loan
          balance plus accrued interest will be repaid by automatic withdrawal.
          The defaulted loan balance will be considered a Deemed Distribution.
          If a Distributable Event has occurred prior to default, the defaulted
          loan balance plus accrued interest is repaid by automatic withdrawal
          upon default. The automatic withdrawal will apply first to the TSA
          Special Fixed Account, then pro rata to the variable accounts and then
          to the fixed accounts on a nearest to maturity basis. Surrender
          charges and any market value adjustments will be applied as applicable
          to such withdrawals. In either case the Deemed Distribution or
          withdrawal will be considered a currently taxable event, and may be
          subject to federal income tax withholding and the federal early
          withdrawal penalty tax.

     OVERLOANS. An overloan occurs when the total outstanding loan balance(s)
exceeds the Cash Surrender Value. If this occurs, we will send you a letter
requesting payment of an amount which will take the loan out of overloan status.
If after 30 days, the overloan status has not been corrected, the loan will be
considered in default. If a Distributable Event occurred, the Contract will
terminate without value. If a Distributable Event has not occurred, the Contract
will continue in force, interest continues to accrue and the loan continues.
Upon the occurrence of a Distributable Event while the loan is still in overloan
status, the Contract will terminate without value.

     EFFECT OF LOAN ON OTHER CONTRACT FEATURES. The following contract features
will be impacted by any outstanding loan balance:

     1)   Withdrawals and Charges: The rules concerning maximum withdrawal
          amounts, free partial withdrawals, systematic withdrawals and waiver
          of administrative charges will be determined by reducing the otherwise
          applicable amounts by the amount of any outstanding loan balance.

     2)   Death Benefits, Earnings Multiplier Benefit, Annuitization and
          Surrenders: The outstanding loan balance is deducted from any amounts
          otherwise payable and in determining the amount available for
          annuitization.

     3)   Riders:

GENERATIONS-110929                     65
a)   Minimum Guaranteed Income Benefit ("MGIB") Rider. Upon exercising
               the MGIB rider, the MGIB Base is reduced by an amount equal to
               the ratio of the outstanding loan balance to the contract value
               multiplied by the MGIB Base.

          b)   Minimum Guaranteed Withdrawal Benefit ("MGWB") Rider. The portion
               of the contract value used to pay off the outstanding loan
               balance will reduce the MGWB Withdrawal Account. We do not
               recommend the MGWB rider if loans are contemplated.

          c)   Minimum Guaranteed Accumulation Benefit ("MGAB") Rider.
               Generally, loan repayment periods should not extend into the
               3-year period preceding the end of the Waiting Period, because
               transfers made within such 3-year period reduce the MGAB Base and
               the MGAB Charge Base pro rata based on the percentage of contract
               value transferred. Transfers between the TSA Special Fixed
               Account and the variable accounts will not be excluded from this
               treatment.

TAX CONSEQUENCES OF ENHANCED DEATH BENEFIT
THE CONTRACT INCLUDES AN ENHANCED DEATH BENEFIT THAT IN SOME CASES MAY EXCEED
THE GREATER OF THE PREMIUM PAYMENTS OR THE CONTRACT VALUE. THE IRS HAS NOT RULED
WHETHER AN ENHANCED DEATH BENEFIT COULD BE CHARACTERIZED AS AN INCIDENTAL
BENEFIT, THE AMOUNT OF WHICH IS LIMITED IN ANY CODE SECTION 401(A) PENSION OR
PROFIT-SHARING PLAN OR CODE SECTION 403(B) TAX-SHELTERED ANNUITY. EMPLOYERS
USING THE CONTRACT MAY WANT TO CONSULT THEIR TAX ADVISER REGARDING SUCH
LIMITATION. FURTHER, THE INTERNAL REVENUE SERVICE HAS NOT ADDRESSED IN A RULING
OF GENERAL APPLICABILITY WHETHER A DEATH BENEFIT PROVISION SUCH AS THE ENHANCED
DEATH BENEFIT PROVISION IN THE CONTRACT COMPORTS WITH IRA OR ROTH IRA
QUALIFICATION REQUIREMENTS. A TAX ADVISOR SHOULD BE CONSULTED.

OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax consequences under
the Contracts are not exhaustive, and special rules are provided with respect to
other tax situations not discussed in this prospectus. Further, the federal
income tax consequences discussed herein reflect our understanding of current
law, and the law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of distributions
under a Contract depend on the individual circumstances of each contract owner
or recipient of the distribution. A competent tax adviser should be consulted
for further information.

POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Contracts could change by legislation
or other means. It is also possible that any change could be retroactive (that
is, effective before the date of the change). You should consult a tax adviser
with respect to legislative developments and their effect on the Contract.

GENERATIONS-110929                     66
--------------------------------------------------------------------------------
        MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

SELECTED FINANCIAL DATA

The following selected financial data prepared in accordance with generally
accepted accounting principles ("GAAP") for Golden American should be read in
conjunction with the financial statements and notes thereto included in this
prospectus. On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of Equitable of Iowa
Companies ("Equitable of Iowa"), according to a merger agreement among Equitable
of Iowa, PFHI and ING Groep N.V. (the "ING acquisition"). On August 13, 1996,
Equitable of Iowa acquired all of the outstanding capital stock of BT Variable,
Inc., then the parent of Golden American (the "Equitable acquisition"). For
financial statement purposes, the ING acquisition was accounted for as a
purchase effective October 25, 1997 and the Equitable acquisition was accounted
for as a purchase effective August 14, 1996. As a result, the financial data
presented below for periods after October 24, 1997, are presented on the
Post-Merger new basis of accounting, for the period August 14, 1996 through
October 24, 1997, are presented on the Post-Acquisition basis of accounting, and
for August 13, 1996 and prior periods are presented on the Pre-Acquisition basis
of accounting.
SELECTED GAAP BASIS FINANCIAL DATA
                                                                 (IN THOUSANDS)
                                                                   POST-MERGER

                                        ----------------------------------------------------------------------------------
                                        For the Period                                                      For the Period
                                          January 31,     For the Year     For the Year    For the Year       October 25,
                                         2001 through         Ended            Ended           Ended         1997 through
                                           June 30,       December 31,     December 31,    December 31,      December 31,
                                             2001             2000             1999            1998              1997
                                        --------------    ------------     ------------    ------------     --------------
Annuity and Interest
    Sensitive Life

    Product Charges.................    $      84,284    $      144,877    $     82,935     $     39,119     $      3,834
Net Income (Loss) before
    Federal Income Tax .............    $      19,842    $       32,862    $     19,737     $     10,353     $       (279)
Net Income (Loss)...................    $      12,135    $       19,180    $     11,214     $      5,074     $       (425)
Total Assets........................    $  12,848,283    $   11,852,677    $  9,392,857     $  4,754,623     $  2,446,395
Total Liabilities...................    $  12,206,786    $   10,235,540    $  8,915,008     $  4,400,729     $  2,219,082
Total Stockholder's Equity..........    $     641,297    $      617,137    $    477,849     $    353,894     $    227,313
POST-ACQUISITION         |   PRE-ACQUISITION
                                                       ------------------------------  |   ---------------
                                                       For the Period  For the Period  |   For the Period
                                                       January 1,1997    August 14,    |     January 1,
                                                           through      1996 through   |    1996 through
                                                         October 24,    December 31,   |     August 13,
                                                            1997            1996       |        1996
                                                       --------------  --------------  |   ---------------
Annuity and Interest                                                                   |
    Sensitive Life  Product Charges...................   $  18,288      $      8,768   |      $ 12,259
Net Income (Loss) before  Federal Income Tax..........   $    (608)     $        570   |      $  1,736
Net Income (Loss).....................................   $     729      $        350   |      $  3,199
Total Assets..........................................       N/A        $  1,677,899   |         N/A
Total Liabilities.....................................       N/A        $  1,537,415   |         N/A
Total Stockholder's Equity............................       N/A        $    140,484   |         N/A
GENERATIONS-110929                    67
BUSINESS ENVIRONMENT

The current business and regulatory environment presents many challenges to the
insurance industry. The variable 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. However, overall demand for
variable insurance products remains strong for several reasons including: low
levels of inflation, moderate interest rate levels, a growing U.S. economy; an
aging U.S. population that is increasingly concerned about retirement, estate
planning, and 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

The purpose of this section is to discuss and analyze Golden American Life
Insurance Company's ("Golden American") 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 American Life
Insurance Company of New York ("First Golden," and collectively with Golden
American, the "Companies").

                              RESULTS OF OPERATION

THE FIRST SIX MONTHS OF 2001
COMPARED TO SAME PERIOD OF 2000.

PREMIUMS
PERCENTAGE          DOLLAR
FOR THE SIX MONTHS ENDED JUNE 30                            2001             CHANGE            CHANGE         2000
                                                           -------         ----------          ------         ----
                                                                              (Dollars in millions)
Variable annuity premiums:
    Separate account.................................      $  39.2          (94.9)%            $(726.5)     $  765.7
    Fixed account....................................        720.9          103.9                367.3         353.6
Total variable annuity premiums......................        760.1          (32.1)              (359.2)      1,119.3
Fixed annuity payments...............................          1.6             --                  1.6           --
Variable life premiums...............................          1.0             --                  --            1.0
                                                           -------          -----              -------      --------
Total premiums.......................................      $ 762.7          (31.9)%            $(357.6)     $1,120.3
                                                           =======          =====              =======      ========
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 decreased 32.1% during the first
six months of 2001 compared to the same period of 2000. This decrease is
primarily due to ceded variable annuity separate account premiums of $1.2
billion and $0.9 billion for the first six months of 2001 and 2000,
respectively, under modified coinsurance agreements. Also contributing to the
decrease in variable annuity premiums is a reduction of $462.0 million in
variable annuity separate account premiums from the Premium Plus product in the
first three months of 2001 as compared to the first three months of 2000.
Offsetting these decreases is an increase in fixed account premiums from $353.6
million in 2000 to $720.9 million in 2001. This increase is

GENERATIONS-110929                    68
primarily due to sales of the Guarantee product, a registered fixed annuity
product introduced in the last quarter of 2000. Sales for this product totaled
$358.0 million in the first six months of 2001. During the first six months of
2001, First Golden began selling two fixed annuity products, a Flex Annuity and
a Multi-Year Guarantee Annuity ("MYGA").

Premiums, net of reinsurance, for variable products from a significant
broker/dealer having at least ten percent of total sales for the six months
ended June 30, 2001 totaled $72.4 million, or 10% of total premiums ($131.4
million, or 12% from a significant broker/dealer for the six months ended June
30, 2000). Gross premiums for variable products from a significant broker/dealer
having at least ten percent of total sales for the six months ended June 30,
2001, totaled $214.6 million, or 11% of total gross premiums ($450.0 million, or
22%, from two significant broker/dealers for the six months ended June 30,
2000).

REVENUES
PERCENTAGE         DOLLAR
FOR THE SIX MONTHS ENDED JUNE 30                            2001             CHANGE           CHANGE          2000
                                                           -------         ----------          ------         ----
                                                                              (Dollars in millions)
Annuity and interest sensitive life product
    charges..........................................       $84.3             20.9%            $14.6        $ 69.7
Management fee revenue...............................        12.4             26.2               2.6           9.8
Net investment income................................        42.8             34.6              11.0          31.8
Realized gains (losses) on investments...............        (1.9)           (27.2)              0.7          (2.6)
                                                           ------            -----             -----        ------
                                                           $137.6             26.5%            $28.9        $108.7
                                                           ======            =====             =====        ======
Total revenues increased 26.5% in the first six months of 2001 from the same
period in 2000. Annuity and interest sensitive life product charges increased
20.9% in the first six months of 2001 due to additional fees earned from the
higher average block of business under management in the variable separate
accounts and higher surrender charges.

Golden American provides certain managerial and supervisory services to Directed
Services, Inc. ("DSI"). The fee paid to Golden American for these services,
which is calculated as a percentage of average assets in the variable separate
accounts, was $11.5 million and $9.0 million for the first six months of 2001
and 2000, respectively. This increase was due to the increasing average assets
in the variable separate accounts and renegotiation of the fee paid by DSI to
Golden American during the third quarter of 2000.

Net investment income increased 34.6% in the first six months of 2001 due to a
growth in invested assets from June 30, 2000 mainly related to the introduction
of the Guarantee product. The Companies had $1.9 million of realized losses on
the sale of investments in the first six months of 2001, compared to losses of
$2.6 million in the same period of 2000.

EXPENSES

Total insurance benefits and expenses increased $23.3 million, or 27.4%, to
$108.2 million in the first six months of 2001 from the same period in 2000.
Interest credited to account balances decreased $9.9 million, or 9.9%, to $90.2
million in the first six months of 2001. The premium credit on the Premium Plus
product decreased $23.3 million to $50.3 million at June 30, 2001 and the bonus
interest on the fixed account decreased $0.6 million to $4.2 million at June 30,
2001. These decreases were partially offset by an increase in interest credited
due to higher average account balances associated with the Companies' fixed
account options, mainly due to the introduction of the Guarantee product.

Commissions decreased $3.6 million, or 3.2%, to $108.6 million in the first six
months of 2001. Insurance taxes, state licenses, and fees increased $0.6
million, or 21.2%, to $3.5 million in the first six months of 2001. 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, thus
having very little impact on current earnings.

GENERATIONS-110929                    69
General expenses increased $16.8 million, or 41.8%, to $57.0 million in the
first six months of 2001. 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. Also contributing to this increase in general
expenses are additional cost allocations during the first six months of 2001.
The increase in general expenses was partially offset by reimbursements received
from DSI, Equitable Life Insurance Company of Iowa ("Equitable Life"), ING
Mutual Funds Management Co., LLC, an affiliate, Security Life of Denver
Insurance Company, an affiliate, Southland Life Insurance Company, an affiliate,
and United Life & Annuity Insurance Company, an affiliate, for certain advisory,
computer, and other resources and services provided by the Companies.

During the first six months of 2001 and 2000, the value of purchased insurance
in force ("VPIF") was adjusted to increase amortization by $245,000 and
$707,000, 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 June 30, 2001 is $2.0
million for the remainder of 2001, $3.4 million in 2002, $3.0 million in 2003,
$2.5 million in 2004, $1.8 million in 2005, and $1.4 million in 2006. Actual
amortization may vary based upon changes in assumptions and experience.

Amortization of deferred policy acquisition costs ("DPAC") decreased $6.1
million, or 17.1%, in the first six months of 2001. Deferred policy acquisition
costs decreased $72.8 million, or 74.5%, for the six months ended June 30, 2001.
The decrease in the amortization and the amount of policy acquisition costs
deferred was mainly due to an increase in the amount of deferred costs that have
been offset due to the modified coinsurance agreement entered into during the
second quarter of 2000.

Expenses and charges reimbursed to Golden American under modified coinsurance
agreements increased from $115.8 million for the six months in 2000 to $162.7
million during the first six months in 2001. This was primarily due to a
modified coinsurance agreement which was entered into during the second quarter
of 2000, with Equitable Life, an affiliate, 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, $160.9
million in expenses and charges were reimbursed during the first six months of
2001. This reimbursement offset deferred policy acquisition costs and
non-deferrable costs related to policies reinsured under this agreement.

Interest expense decreased 6.0%, or $0.6 million, to $9.5 million in the first
six months of 2001. Interest expense on a $25 million surplus note issued
December 1996 and expiring December 2026 was $1.0 million for the first six
months of 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
$2.2 million for the first six months of 2001, unchanged from the same period of
2000. Interest expense on a $75 million surplus note, issued September 1999 and
expiring September 2029 was $2.9 million for the first six months of 2001 and
2000. Interest expense on a $50 million surplus note, issued December 1999 and
expiring December 2029 was $2.0 million for the first six months of 2001 and
$2.1 million in 2000. Interest expense on a $35 million surplus note issued
December 1999 and expiring December 2029 was $1.4 million for the first six
months of 2001 and $1.6 million in 2000. Golden American also paid $25,000 in
2001 and $284,000 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 $1,000 and $36,000 for the first
six months of 2001 and 2000, respectively.

INCOME

Net income was $12.1 million for the first six months of 2001, an increase of
$4.0 million, or 50.2% from the same period of 2000.

Comprehensive income for the first six months of 2001 was $17.4 million, an
increase of $10.4 million from comprehensive income of $7.0 million in the same
period of 2000.

GENERATIONS-110929                    70
2000 COMPARED TO 1999

PREMIUMS
PERCENTAGE        DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              2000             CHANGE          CHANGE            1999
                                                            ----           ----------        ------            ----
                                                                              (Dollars in millions)
Variable annuity premiums:
    Separate account.................................     $1,307.3          (48.0)%          $(1,204.4)       $2,511.7
    Fixed account....................................        793.1            2.9                 22.4           770.7
Total variable annuity premiums......................      2,100.4          (36.0)            (1,182.0)        3,282.4
Variable life premiums...............................          1.6          (81.8)                (7.0)            8.6
                                                          --------          -----            ---------        --------
Total premiums.......................................     $2,102.0          (36.1)%          $(1,189.0)       $3,291.0
                                                          ========          =====            =========        ========
For the Companies' variable 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 separate account premiums decreased 48.0% in 2000. Excluded
from the variable annuity separate account premiums above are $1,787.9 million
and $97.9 million for the years ended December 31, 2000 and 1999, respectively,
related to modified coinsurance agreements. The fixed account portion of the
Companies' variable annuity premiums increased 2.9% in 2000. Excluding the
effect of the modified coinsurance agreements, the increase in premiums resulted
from increased sales of existing annuity products and from the introduction of a
new annuity product during 2000 called GoldenSelect Guarantee Annuity.

Variable life premiums decreased 81.8% in 2000. In August 1999, Golden American
discontinued offering variable life products, but the Companies continue to
accept additional premiums from existing policyholders.

Premiums, net of reinsurance, for variable products from a significant
broker/dealer having at least ten percent of total sales for the year ended
December 31, 2000, totaled $235.3 million, or 11% of total net premiums compared
to $918.4 million, or 28%, from two significant broker/dealers for the year
ended December 31, 1999. Gross premiums for variable products from two
significant broker/dealers having at least ten percent of total sales for the
year ended December 31, 2000, totaled $831.0 million, or 21% of total gross
premiums compared to $1,018.9 million, or 30%, from two significant
broker/dealers for the year ended December 31, 1999.

REVENUES
PERCENTAGE        DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              2000             CHANGE          CHANGE           1999
                                                            ----           ----------        ------           ----
                                                                              (Dollars in millions)
Annuity and interest sensitive life product
    charges..........................................      $144.9             74.7%           $62.0          $ 82.9
Management fee revenue...............................        23.0            106.4             11.9            11.1
Net investment income................................        64.1              8.4              4.9            59.2
Realized gains (losses) on investments...............        (6.6)          (124.2)            (3.7)           (2.9)
                                                           ------           ------            -----          ------
                                                           $225.4             50.0%           $75.1          $150.3
                                                           ======           ======            =====          ======
Total revenues increased 50.0%, or $75.1 million, to $225.4 million in 2000.
Annuity and interest sensitive life product charges increased 74.7%, or $62.0
million, to $144.9 million in 2000, primarily due to additional fees earned from
the increasing block of business in the separate accounts.

Golden American provides certain managerial and supervisory services to 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 $21.3 million for 2000 and $10.1 million

GENERATIONS-110929                    71
for 1999. This increase is due to the increasing assets in the separate
accounts and renegotiation of the fee paid by DSI to Golden American.

Net investment income increased 8.4%, or $4.9 million, to $64.1 million in 2000
from $59.2 million in 1999, due to increasing investment yields, as well as a
larger average amount of assets backing the fixed account options within the
variable products.

During 2000, the Companies had net realized losses on investments of $6.6
million, mainly due to sales of fixed maturities, including a $142,000 write
down of an impaired fixed maturity. In 1999, the Companies had net realized
losses on investments of $2.9 million, including a $1.6 million write down of
two impaired fixed maturities.

EXPENSES
PERCENTAGE        DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              2000             CHANGE          CHANGE            1999
                                                            ----           ----------        ------            ----
                                                                              (Dollars in millions)
Insurance benefits and expenses:
   Annuity and interest sensitive life benefits:
      Interest credited to account balances..........      $195.1              11.3%         $ 19.8          $175.3
      Benefit claims incurred in excess of
        account balances.............................         4.9             (22.4)           (1.4)            6.3
    Underwriting, acquisition, and insurance
      expenses:
      Commissions....................................       213.7              13.4            25.3           188.4
      General expenses...............................        84.9              41.1            24.7            60.2
      Insurance taxes, state licenses, and fees......         4.5              12.5             0.5             4.0
      Policy acquisition costs deferred..............      (168.4)            (51.4)          178.0          (346.4)
      Expenses and charges reimbursed under
        modified coinsurance agreements..............      (225.8)          2,341.7          (216.6)           (9.2)
      Amortization:
        Deferred policy acquisition costs............        55.2              66.5            22.1            33.1
        Value of purchased insurance in force........         4.8             (23.0)           (1.4)            6.2
        Goodwill.....................................         3.8               --               --             3.8
                                                           ------           -------          ------          ------
                                                           $172.7              41.9%         $ 51.0          $121.7
                                                           ======           =======          ======          ======
Total insurance benefits and expenses increased 41.9%, or $51.0 million, in 2000
from $121.7 million in 1999. Interest credited to account balances increased
11.3%, or $19.8 million, in 2000 from $175.3 million in 1999. The premium credit
on the Premium Plus variable annuity product increased $8.2 million to $132.0
million at December 31, 2000. The remaining increase in interest credited
relates to higher average account balances and higher average credited rates
associated with the Companies' fixed account options within the variable
products.

Commissions increased 13.4%, or $25.3 million, in 2000 from $188.4 million in
1999 due to increased sales of the fixed and separate account options in 2000.
Insurance taxes, state licenses, and fees increased 12.5%, or $0.5 million, in
2000 from $4.0 million in 1999. Changes in commissions and insurance taxes,
state licenses, and fees are generally related to changes in the level and
composition of variable product sales. Most costs incurred as the result of
sales have been deferred, thus having very little impact on current earnings.

General expenses increased 41.1%, or $24.7 million, in 2000 from $60.2 million
in 1999. Management expects general expenses to continue to increase in 2001 as
a result of the emphasis on expanding the salaried wholesaler distribution
network and the growth in sales. 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. The increase in general expenses was partially
offset by

GENERATIONS-110929                    72
reimbursements received from DSI, Equitable Life Insurance Company of
Iowa ("Equitable Life"), an affiliate, ING Mutual Funds Management Co., LLC, an
affiliate, Security Life of Denver Insurance Company, an affiliate, Southland
Life Insurance Company, an affiliate, and United Life & Annuity Insurance
Company, an affiliate, for certain advisory, computer, and other resources and
services provided by Golden American.

The Companies' previous balances of DPAC, 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 2000, VPIF
established at the merger date of the Companies' Parent and ING, was adjusted to
reduce amortization by $1.6 million to reflect changes in the assumptions
related to the timing of estimated gross profits. During 1999, VPIF was adjusted
to increase amortization by $0.7 million to reflect changes in the assumptions
related to the timing of future gross profits. Amortization of DPAC increased
$22.1 million, or 66.5%, in 2000. This increase resulted from a growth in
deferred policy acquisition costs generated by expenses associated with the
large sales volume experienced since December 31, 1999. Deferred policy
acquisition costs decreased $178.0 million or 51.4% for the year ended December
31, 2000. This decrease was due to a modified coinsurance agreement which was
entered into during the second quarter of 2000, and which resulted in a $223.7
million decrease in deferred policy acquisition costs. 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, 2000, is $3.9 million in 2001, $3.6 million in 2002, $3.0
million in 2003, $2.4 million in 2004, and $1.9 million in 2005. Actual
amortization may vary based upon changes in assumptions and experience.

Expenses and charges reimbursed under modified coinsurance agreements increased
by $216.6 million to $225.8 million during 2000 as compared to the year ended
December 31, 1999. This was primarily due to a modified coinsurance agreement
which was entered into during the second quarter of 2000, with an affiliate,
Equitable Life, covering a part of the business issued after January 1, 2000.
This reinsurance agreement contributed $218.8 million to expenses and charges
reimbursed under modified coinsurance agreements during the year ended December
31, 2000. This was offset by a corresponding decrease in deferred policy
acquisition costs and reimbursement of non-deferrable costs related to policies
reinsured under this agreement.

Interest expense increased 123.4%, or $11.0 million, in 2000 from $8.9 million
in 1999. 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, 2000,
unchanged from the same period of 1999. 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, 2000, unchanged from the same period of 1999.
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,
2000, and $1.5 million for the year ended December 31, 1999. 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, 2000. Interest expense on a $35
million surplus note issued December 1999 and expiring December 2029 was $3.0
million for the year ended December 31, 2000. Golden American also paid $0.4
million in 2000 and $0.8 million in 1999 to ING AIH for interest on a
reciprocal loan agreement. Interest expense on a revolving note payable
with SunTrust Bank, Atlanta was $0.1 million and $0.2 million for the years
ended December 31, 2000 and 1999, respectively.

INCOME. Net income for 2000 was $19.2 million, an increase of $8.0 million from
$11.2 million for 1999.

Comprehensive income for 2000 was $24.3 million, an increase of $21.3 million
from comprehensive income of $3.0 million for 1999.

GENERATIONS-110929                    73
1999 COMPARED TO 1998

PREMIUMS
PERCENTAGE        DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              1999             CHANGE          CHANGE            1998
                                                            ----           ----------        ------            ----
                                                                              (Dollars in millions)
Variable annuity premiums:
    Separate account.................................     $2,511.7            71.9%         $1,050.5        $1,461.2
    Fixed account....................................        770.7            30.9             182.0           588.7
                                                          --------           -----          --------        --------
Total variable annuity premiums......................      3,282.4            60.1           1,232.5         2,049.9
Variable life premiums...............................          8.6           (37.8)             (5.2)           13.8
                                                          --------           -----          --------        --------
Total premiums.......................................     $3,291.0            59.5%         $1,227.3        $2,063.7
                                                          ========           =====          ========        ========
For the Companies' variable 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 separate account premiums increased 71.9% in 1999. The fixed
account portion of the Companies' variable annuity premiums increased 30.9% in
1999. These increases resulted from increased sales of the Premium Plus variable
annuity product.

Variable life premiums decreased 37.8% in 1999. In August 1999, Golden American
discontinued offering variable life products.

Premiums, net of reinsurance, for variable products from two significant
broker/dealers each having at least ten percent of total sales for the year
ended December 31, 1999 totaled $918.4 million, or 28% of premiums compared to
$528.9 million, or 26%, from two significant broker/dealers for the year ended
December 31, 1998.

REVENUES
PERCENTAGE        DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              1999          CHANGE          CHANGE         1998
                                                            ----        ----------        ------         ----
                                                                           (Dollars in millions)
Annuity and interest sensitive life product
    charges..........................................     $  82.9         112.0%            $43.8        39.1
Management fee revenue...............................        11.1         131.2               6.3         4.8
Net investment income................................        59.2          39.3              16.7        42.5
Realized gains (losses) on investments...............        (2.9)         93.3              (1.4)       (1.5)
                                                          -------         -----             -----        ----
                                                          $ 150.3          77.0%            $65.4        84.9
                                                          =======         =====             =====        ====
Total revenues increased 77.0%, or $65.4 million, to $150.3 million in 1999.
Annuity and interest sensitive life product charges increased 112.0%, or $43.8
million, to $82.9 million in 1999, primarily due to additional fees earned from
the increasing block of business in the separate accounts.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid to Golden American for these services, which is calculated as a
percentage of average assets in the variable separate accounts, was $11.1
million for 1999 and $4.8 million for 1998.

Net investment income increased 39.3%, or $16.7 million, to $59.2 million in
1999 from $42.5 million in 1998, due to growth in invested assets from December
31, 1998, increasing interest rates, and a relative increase in below investment
grade investments.

During 1999, the Company had net realized losses on investments of $2.9 million,
which includes a $1.6 million write down of two impaired fixed maturities,
compared to net realized losses on investments of $1.5 million in 1998 which
included a $1.0 million write down of two impaired fixed maturities.

GENERATIONS-110929                    74
EXPENSES
PERCENTAGE        DOLLAR
FOR THE YEAR ENDED DECEMBER 31                              1999             CHANGE          CHANGE            1998
                                                            ----           ----------        ------            ----
                                                                              (Dollars in millions)
Insurance benefits and expenses:
   Annuity and interest sensitive life benefits:
      Interest credited to account balances..........     $ 175.3              84.7%          $  80.4          $ 94.9
      Benefit claims incurred in excess of
        account balances.............................         6.3             200.2               4.2             2.1
    Underwriting, acquisition, and insurance
      expenses:
      Commissions....................................       188.4              55.5              67.2           121.2
      General expenses...............................        60.2              60.2              22.6            37.6
      Insurance taxes, state licenses, and fees......         4.0              (4.0)             (0.1)            4.1
      Policy acquisition costs deferred..............      (346.4)             75.1            (148.6)         (197.8)
      Expenses and charges reimbursed under
        modified coinsurance agreements..............        (9.2)             64.3              (3.6)           (5.6)
      Amortization:
        Deferred policy acquisition costs............        33.1             543.3              28.0             5.1
        Value of purchased insurance in force........         6.2              32.0               1.5             4.7
        Goodwill.....................................         3.8                --                --             3.8
                                                          -------             -----             -----          ------
                                                          $ 121.7              73.6%            $51.6          $ 70.1
                                                          =======             =====             =====          ======
Total insurance benefits and expenses increased 73.6%, or $51.6 million, in 1999
from $70.1 million in 1998. Interest credited to account balances increased
84.7%, or $80.4 million, in 1999 from $94.9 million in 1998. The premium credit
on the Premium Plus variable annuity product increased $69.3 million to $123.8
million at December 31, 1999. The bonus interest on the fixed account increased
$3.0 million to $10.9 million at December 31, 1999. The remaining increase in
interest credited relates to higher account balances associated with the
Companies' fixed account options within the variable products.

Commissions increased 55.5%, or $67.2 million, in 1999 from $121.2 million in
1998. Insurance taxes, state licenses, and fees decreased 4.0%, or $0.1 million,
in 1999 from $4.1 million in 1998. Changes in commissions and insurance taxes,
state licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state licenses, and fees
are impacted by several other factors, which include an increase in FICA taxes
primarily due to bonuses and expenses for the triennial insurance department
examination of Golden American, which were offset by a decrease in 1999 of
guaranty fund assessments paid. Most costs incurred as the result of sales have
been deferred, thus having very little impact on current earnings.

General expenses increased 60.2%, or $22.6 million, in 1999 from $37.6 million
in 1998. Management expects general expenses to continue to increase in 2000 as
a result of the emphasis on expanding the salaried wholesaler distribution
network and the growth in sales. 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. The increase in general expenses was partially
offset by reimbursements received from DSI, Equitable Life, ING Mutual Funds
Management Co., LLC, an affiliate, Security Life of Denver Insurance Company, an
affiliate, Southland Life Insurance Company, an affiliate, and United Life &
Annuity Insurance Company, an affiliate, for certain advisory, computer, and
other resources and services provided by Golden American.

The Companies' previous balances of DPAC, 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 1999, VPIF was
adjusted to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits. During 1998, VPIF
decreased $2.7 million to adjust the value of other receivables

GENERATIONS-110929                    75
and increased $0.2 million as a result of an adjustment to the merger costs.
During 1998, VPIF was adjusted to reduce amortization by $0.2 million to reflect
changes in the assumptions related to the timing of future gross profits.
Amortization of DPAC increased $28.0 million, or 543.3%, in 1999. This increase
resulted from growth in policy acquisition costs deferred from $197.8 million at
December 31, 1998 to $346.4 million at December 31, 1999, which was generated by
expenses associated with the large sales volume experienced since December 31,
1998. 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, 1999 is $4.0 million in 2000, $3.6 million
in 2001, $3.3 million in 2002, $2.8 million in 2003, and $2.3 million in 2004.
Actual amortization may vary based upon changes in assumptions and experience.

Expenses and charges reimbursed under modified coinsurance agreements increased
by $3.6 million due primarily to income received under a modified reinsurance
agreement with an unaffiliated reinsurer.

Interest expense increased 102.6%, or $4.5 million, in 1999 from $4.4 million in
1998. 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, 1999,
unchanged from the same period of 1998. Interest expense on a $60 million
surplus note issued in December 1998 and expiring December 2028 was $4.3 million
for the year ended December 31, 1999. Interest expense on a $75 million surplus
note, issued September 30, 1999 and expiring September 29, 2029 was $1.5 million
for the year ended December 31, 1999. Golden American also paid $0.8 million in
1999 and $1.8 million in 1998 to ING AIH for interest on a reciprocal loan
agreement. Interest expense on a revolving note payable with SunTrust
Bank, Atlanta was $0.2 million and $0.3 million for the years ended
December 31, 1999 and 1998, respectively. In addition, Golden American
incurred interest expense of $0.2 million in 1998 on a line of credit
with Equitable Life.

INCOME. Net income for 1999 was $11.2 million, an increase of $6.1 million from
$5.1 million for 1998.

Comprehensive income for 1999 was $3.0 million, a decrease of $0.9 million from
comprehensive income of $3.9 million for 1998.

                               FINANCIAL CONDITION

RATINGS. Currently, the Companies' ratings are A+ by A. M. Best Company, AA+ by
Fitch IBCA, Duff & Phelps Credit Rating Company, 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 50.1% and 48.4%, respectively, during
the first six months of 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 guaranteed 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 June 30, 2001, the Companies had no investments in default. At June 30, 2001
and December 31, 2000, the Companies investments had a yield of 6.7%. The
Companies estimate the total investment portfolio, excluding policy loans, had a
fair value approximately equal to 100.4% and 99.3% of amortized cost value at
June 30, 2001 and December 31, 2000, respectively.

Fixed Maturities: At June 30, 2001, the Companies had fixed maturities with an
amortized cost of $1.2 billion and an estimated fair value of $1.2 billion. The
Companies classify 100% of securities as available for sale. Net unrealized
appreciation of fixed maturities of $5.2 million was comprised of gross
appreciation of $13.9 million and gross depreciation of $8.7 million. Net
unrealized holding gains on these securities, net of adjustments for VPIF, DPAC,
and deferred income taxes of $1.2 million, were included in stockholder's equity
at June 30, 2001.

GENERATIONS-110929                    76
At December 31, 2000, the Companies had fixed maturities with an amortized cost
of $798.8 million and an estimated fair value of $792.6 million. The Companies
classify 100% of securities as available for sale. Net unrealized depreciation
of fixed maturities of $6.2 million comprised of gross appreciation of $5.8
million and gross depreciation of $12.0 million. Depreciation of $1.5 million
was included in stockholder's equity at December 31, 2000 (net of adjustments of
$0.8 million to VPIF, $3.1 million to DPAC, and $0.8 million to deferred taxes).

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 Rating Services ("Standard & Poor's") ($589.9
million or 48.1% at June 30, 2001 and $519.9 million or 65.1% at December 31,
2000), that are rated BBB+ to BBB- by Standard & Poor's ($239.7 million or 19.6%
at June 30, 2001 and $117.9 million or 14.7% at December 31, 2000), and below
investment grade securities, which are securities issued by corporations that
are rated BB+ and lower by Standard & Poor's ($118.5 million or 9.6% at June 30,
2001 and $53.5 million or 6.7% at December 31, 2000). Securities not rated by
Standard & Poor's had a National Association of Insurance Commissioners ("NAIC")
rating of 1, 2, 3, 4, 5, or 6 ($278.0 million or 22.7% at June 30, 2001 and
$106.9 million or 13.4% at December 31, 2000). The Companies' fixed maturity
investment portfolio had a combined yield at amortized cost of 6.9% and 6.8% at
June 30, 2001 and December 31, 2000, respectively.

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 June 30, 2001, the amortized cost value of the Companies' total investments
in below investment grade securities, excluding mortgage-backed securities, was
$133.3 million, or 8.9%, of the Companies' investment portfolio ($65.1 million,
or 6.4% at December 31, 2000). The Companies do not expect the percentage of the
portfolio invested in below investment grade securities, excluding
mortgage-backed securities, to exceed 10% of the investment portfolio. At June
30, 2001, the yield at amortized cost on the Companies' below investment grade
portfolio was 8.4% compared to 6.9% for the Companies' investment grade
corporate bond portfolio. At December 31, 2000, the yield at amortized cost on
the Companies' below investment grade portfolio was 8.2% compared to 6.6% for
the Companies' investment grade corporate bond portfolio. The Companies estimate
the fair value of the below investment grade portfolio was $131.2 million, or
98.4% of amortized cost value, at June 30, 2001 ($60.2 million, or 92.6% of
amortized cost value, at December 31, 2000).

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 a 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 company 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.

During the first six months of 2001 and the year ended December 31, 2000, fixed
maturities designated as available for sale with a combined amortized cost of
$233.3 million and $211.3 million were sold, called, or repaid by their issuers.
In total, net pre-tax losses from sales, calls, and repayments of fixed
maturities

GENERATIONS-110929                    77
amounted to $0.5 million in the first six months and $6.1 million in 2000,
excluding the $142,000 pre-tax loss recognized in June 2000 to reduce the
carrying value of an impaired bond to its net realizable value of $315,000.
During the first six months of 2001, Golden American determined that the
carrying value of three impaired bonds exceeded their estimated net realizable
value. As a result, at June 30, 2001, Golden American recognized a total pre-tax
loss of approximately $679,000 to reduce the carrying value of the bonds to
their net realizable value of $365,000.

Equity Securities: As of December 31, 2000, equity securities at market
represent 0.7% of the fair value of the Companies' investment portfolio. At
December 31, 2000, the Companies owned equity securities with a cost of $8.6
million and an estimated fair value of $6.8 million. Net unrealized depreciation
of equity securities was comprised entirely of gross depreciation of $1.8
million. Equity securities are primarily comprised of investments in shares of
the mutual funds underlying the Companies' registered separate accounts.

Mortgage Loans on Real Estate: Mortgage loans on real estate represent 10.0% and
9.9% of the Companies' investment portfolio at June 30, 2001 and December 31,
2000, respectively. Mortgages outstanding were $150.6 million at June 30, 2001
with an estimated fair value of $151.1 million. Mortgages outstanding at
amortized cost were $99.9 million at December 31, 2000 with an estimated fair
value of $100.5 million. The Companies' mortgage loan portfolio includes 60
loans with an average size of $2.5 million at June 31, 2001. The Companies'
mortgage loans on real estate are typically secured by occupied buildings
in major metropolitan locations and not speculative
developments 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 (17% in 2001 and 4% in 2000) and California (16% in 2001 and 15% in 2000).
There are no other concentrations of mortgage loans on real estate in any state
exceeding ten percent at June 30, 2001 and December 31, 2000. Mortgage loans on
real estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (24% in 2001 and 29% in 2000),
industrial buildings (27% in 2001 and 35% in 2000), retail facilities (24% in
2001 and 18% in 2000), and multi-family apartments (21% in 2001 and 10% in
2000). At June 30, 2001 and December 31, 2000, the yield on the Companies'
mortgage loan portfolio was 7.1% and 7.3%, respectively.

At June 30, 2001 and December 31, 2000, 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 $9.4 million during the first
six months of 2001 and $19.1 million during 2000, due largely to an increase of
$6.8 million during the first six months of 2001 and $14.6 million during 2000
in reinsurance reserves from an intercompany reinsurance agreement between
Golden American and Security Life of Denver International Limited. On December
28, 2000, effective January 1, 2000, Golden American entered into a reinsurance
agreement with Security Life of Denver International Limited, an affiliate,
covering variable annuity minimum guaranteed death benefits and minimum
guaranteed living benefits. The remainder of the increase was mainly due to an
increase in reinsurance receivable from surrenders, and was consistent with an
increase in ceded premiums from 1999 to 2000.

Amounts due from affiliates were $68,000 and $38.8 million at June 30, 2001 and
December 31, 2000, respectively. At December 31, 2000, the companies had a
receivable of $35.0 million related to a capital contribution from its parent
EIC.

DPAC represents certain deferred costs of acquiring new insurance business,
principally first year commissions and interest bonuses, premium credits, and
other expenses related to the production of new business after the merger of EIC
and its subsidiaries with ING Group on October 24, 1997 (the "merger date"). Any
expenses which vary directly with the sales of the Companies' products are
deferred and amortized. 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. At June 30, 2001, the Companies had DPAC
and VPIF balances of $624.6 million and $22.3 million, respectively ($635.1
million and $25.9 million, respectively, at December 31, 2000). During the first

GENERATIONS-110929                    78
six months of 2001 and 2000, VPIF was adjusted to increase amortization by
$245,000 and by $707,000, respectively, to reflect changes in the assumptions
related to the timing of estimated gross profits.

Goodwill totaling $151.1 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 June 30, 2001 and December 31,
2000 was $13.9 million and $11.9 million, respectively.

Other assets increased $22.3 million during first six months of 2001 and $29.5
million during 2000, due mainly to increases in the receivable for securities
sold.

At June 30, 2001, the Companies had $10.4 billion of separate account assets
compared to $9.8 billion at December 31, 2000. At December 31, 2000, the
Companies had $9.8 billion of separate account assets compared to $7.6 billion
at December 31, 1999. The increase in separate account assets resulted from
sales of the Companies' variable annuity products, net of redemptions and
reinsurance, 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 June 30, 2001, the Companies had total assets of $12.8 billion, an 8.4%
increase from December 31, 2000. At December 31, 2000, the Companies had total
assets of $11.9 billion, a 26.2% increase from December 31, 1999.

LIABILITIES. Future policy benefits for annuity and interest sensitive life
products increased $393.9 million, or 37.1%, to $1.5 billion reflecting net
sales of the Companies' fixed account options at June 30, 2001.

Future policy benefits for annuity and interest sensitive life products
increased $29.2 million, or 2.8%, to $1.1 billion reflecting mainly an increase
in reserves due to the introduction of minimum guaranteed living benefits as new
riders available to policyholders as of February, 2000 on certain variable
products. Sales, net of redemptions and reinsurance, and increased transfer
activity to the separate account options accounted for the $2.2 billion, or
30.0%, increase in separate account liabilities to $9.8 billion at December 31,
2000.

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 Life, which matures on
December 17, 2026. As a result of the merger of Equitable Life into EIC,
the surplus note is now payable to EIC.

Amounts due to affiliates decreased $4.8 million or 24.0% to $15.1 million
during the first six months of 2001. This is mainly due to the partial cash
settlement of a liability for the modified coinsurance agreement with Equitable
Life.

Amounts due to affiliates increased by $7.2 million from $12.7 million at
December 31, 1999 to $19.9 million at December 31, 2000. This was mainly due to
the overpayment of the cash settlement for the modified coinsurance agreement
with an affiliate.

Other liabilities increased $42.0 million or 60.6% to $111.4 million during the
first six months of 2001 due to the increase in the payable for securities
purchased. Other liabilities increased $16.2 million from $53.2 million at
December 31, 1999, due primarily to the timing of the settlement of account
transfers, an increase in outstanding checks, and an increased pension
liability, partly offset by a decrease in the payable for securities purchased.

In conjunction with the volume of variable annuity sales, the Companies total
liabilities increased $971.2 million or 8.6%, during the first six months 2001
and totaled $12.2 billion at June 30, 2001. The Companies' total liabilities
increased $2.3 billion, or 26.0%, during 2000 and totaled $11.2 billion at
December 31, 2000.

GENERATIONS-110929                    79
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 $115.0 million, or
24.5%, from December 31, 1999 to $583.6 million at December 31, 2000, due to
capital contributions from the Parent.

                         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 made by the Parent. 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 $165.0 million in the first six
months of 2001 compared to net cash provided by operating activities of $33.3
million in the same period of 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 commissions and other deferrable expenses related to the
continued growth in the variable annuity products. For the six months ended June
30, 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 $160.9
million in the first six months of 2001. For the six months ended June 30, 2000,
this modified coinsurance resulted in a net cash settlement of $111.8 million.
Also contributing to this increase in net cash provided by operating activities
is an increase in the payable for securities purchased at June 30, 2001.

Net cash provided by operating activities was $72.7 million in 2000 compared to
net cash used by operating activities of $74.0 million in 1999. 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. During 2000, these negative cash flows were offset by
the effects of a modified coinsurance agreement entered into with an affiliate
which resulted in the reimbursement of policy acquisition costs incorporated in
a net cash settlement of $218.8 million. This was partially offset also by the
use of cash from increases in reinsurance recoverable, due from affiliates and
other assets.

Net cash used in investing activities was $486.4 million during the first six
months of 2001 compared to net cash provided by investing activities of $39.5
million in the same period of 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 the first six months of 2001 versus net
sales in 2000. Net purchases of fixed maturities reached $428.6 million during
the first six months of 2001 versus net sales of $22.2 million in the same
period of 2000. Net purchases of mortgage loans on real estate reached $50.9
million in the first six months of 2000 versus net purchases of $5.6 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 investing activities was $28.0 million during 2000 as
compared to net cash used in investing activities of $177.5 million in 1999.
This increase is primarily due to lower purchases of fixed maturities during
2000 than in 1999. Net sales of fixed maturities totaled $51.1 million in 2000
versus net purchases of $124.0 million in 1999. This change was mainly due to
the relatively constant level policyholder account balances in the fixed account
options during 2000 as compared to an increase during 1999, combined with a
shift toward short-term investments.

GENERATIONS-110929                    80
Net cash provided by financing activities was $309.4 million during the first
six months of 2001 compared to net cash used in financing activities of $25.7
million during the same period in 2000. In the first six months of 2001, net
cash provided by financing activities was positively impacted by net fixed
account deposits of $663.5 million compared to $267.8 million in the same period
of 2000 primarily due to the introduction of the Guarantee product in the fourth
quarter of 2000. In addition, there was a decrease of $49.6 million in net
reallocations to Separate Accounts. In the first six months of 2001, net cash
provided by financing activities was negatively impacted by a decrease in
capital contributions from the Parent as well as a decrease in the amount of
proceeds received from reciprocal loan agreement borrowings. The Companies
received $7.0 million and $80.0 million of capital contributions from the Parent
in the first six months of 2001 and 2000, respectively. During the first six
months of 2000, the Companies received a net amount of $40.0 million from
reciprocal loan agreement borrowings.

Net cash used by financing activities was $51.9 million during 2000 as compared
to net cash provided by financing activities of $259.2 million during the prior
year. In 2000, net cash provided by financing activities was positively impacted
by net fixed account deposits of $660.4 million compared to $627.1 million in
1999. This increase was more than offset by net reallocations to the Companies'
separate accounts, which increased to $825.9 million from $650.3 million during
the prior year. In 2000, another important source of cash provided by financing
activities was $115.0 million in capital contributions from the Parent compared
to $121.0 million in 1999. Another source of cash provided by financing
activities during 1999 was $160.0 million in proceeds from surplus notes. No
surplus notes were issued during 2000.

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 AIH, which expires on December 31, 2007. In addition, the
Companies have established an $85.0 million revolving note facility with
SunTrust Bank, Atlanta. This revolving note payable was amended and restated in
April 2001 with an expiration date of May 31, 2002. Management believes 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 before reinsurance. It is anticipated that a continuation
of capital contributions from the 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 2001, 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 13A of
Golden American's statutory statement.

During the first quarter of 1999, Golden American's operations were moved to
a new site in West Chester, Pennsylvania. Currently, Golden American occupies
125,000 square feet of leased space. Golden American's New York subsidiary
is housed in leased space in New York, New York. The Companies intend to
spend approximately $3.9 million on capital needs for 2001.

The ability of Golden American 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 2001, 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

GENERATIONS-110929                    81
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 2001.

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 June 30, 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.

At December 31, 2000, Golden American had reinsurance treaties with six
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, 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.

On December 28, 2000, Golden American entered into a reinsurance agreement with
Security Life of Denver International Limited, an affiliate, covering variable
annuity minimum guaranteed death benefits and minimum guaranteed living benefits
of variable annuities issued on or after January 1, 2000. An irrevocable letter
of credit was obtained through Bank of New York in the amount of $25,000,000
related to this agreement.

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 include contractholder behavior
and the variable separate accounts' performance.

Contractholders bear the majority of the investment risks related to the
variable insurance products. Therefore, the risks associated with the
investments supporting the variable separate accounts are assumed by
contractholders, not by the Companies (subject to, among other things, certain
minimum guarantees). The Companies' products also provide certain minimum death
and guaranteed living benefits that depend 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 from the fixed account 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

GENERATIONS-110929                    82
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 risks, 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 no material
solvency risk to the Companies. With respect to a 10% drop in equity values from
year end 2000 levels, variable separate account funds, which represent 88% of
the in force as of June 30, 2001, pass the risk in underlying fund performance
to the contractholder (except for certain minimum guarantees). With respect to
interest rate movements up or down 100 basis points from year end 2000 levels,
the remaining 12% of the in force as of June 30, 2001 are fixed account funds
and almost all of these have market value adjustments which provide significant
protection against changes in interest rates.

            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 stock market 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' policies, notwithstanding product
          design features intended to enhance persistency of the Companies'
          products.

     2.   Changes in the federal income tax laws and regulations, which may
          affect the tax status of the Companies' products.

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

     4.   Increasing competition in the sale of the Companies' products.

     5.   Other factors that could affect the performance of the Companies,
          including, but not limited to, market conduct claims, 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.

                                OTHER INFORMATION

SEGMENT INFORMATION. During the period since the acquisition by Bankers Trust,
September 30, 1992 to date of this Prospectus, Golden American's operations
consisted of one business segment, the sale of variable insurance products.
Golden American and its affiliate DSI are party to in excess of 620 sales
agreements with broker-dealers, seven of whom, Locust Street Securities, Inc.,
Vestax Securities Corporation, Compu Life Investors Services, Inc., IFG Network
Securities, Inc., Multi-Financial Securities Corporation, Primevest Financial
Services and Washington Square Securities, Inc. are affiliates of Golden
American. As of December 31, 2000, one broker-dealers produces 10% or more of
Golden American's product sales net of reinsurance.

RESERVES. In accordance with the life insurance laws and regulations under which
Golden American operates, it is obligated to carry on its books, as liabilities,
actuarially determined reserves to meet its obligations on outstanding
Contracts. Reserves, based on valuation mortality tables in general use in the
United States, where applicable, are computed to equal amounts which, together
with interest on such

GENERATIONS-110929                    83
reserves computed annually at certain assumed rates, make adequate provision
according to presently accepted actuarial standards of practice, for the
anticipated cash flows required by the contractual obligations and related
expenses of Golden American.

COMPETITION. Golden American is engaged in a business that is highly competitive
because of the large number of stock and mutual life insurance companies and
other entities marketing insurance products comparable to those of Golden
American. There are over 2500 stock, mutual and other types of insurers in the
life insurance business in the United States, a substantial number of which are
significantly larger than Golden American.

AGREEMENTS WITH AFFILIATES. Pursuant to a service agreement between Golden
American and Equitable Life, Equitable Life provides certain administrative,
financial and other services to Golden American. Equitable Life billed Golden
American and its subsidiary First Golden American Life Insurance Company of New
York ("First Golden"), $0.2 million for the first six months of 2001 and $1.3
million for 2000 and $1.3 million for 1999, respectively, under this service
agreement.

Golden American provides to DSI certain of its personnel to perform management,
administrative and clerical services and the use of certain facilities. Golden
American charges DSI for such expenses and all other general and administrative
costs, first on the basis of direct charges when identifiable, and the remainder
allocated based on the estimated amount of time spent by Golden American's
employees on behalf of DSI. In the opinion of management, this method of cost
allocation is reasonable. In 1995, the service agreement between DSI and Golden
American was amended to provide for a management fee from DSI to Golden American
for managerial and supervisory services provided by Golden American. This fee,
calculated as a percentage of average assets in the variable separate accounts,
was $11.5 million, $21.3 million and $10.1 million for the first six months of
2001 and the years 2000 and 1999, respectively.

Since January 1, 1998, Golden American and First Golden have had an asset
management agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management and accounting services for
a fee, based on assets under management and payable quarterly. For the first six
months of 2001 and for the years ended December 31, 2000 and 1999, Golden
American and First Golden incurred fees of $1.7 million, $2.5 million and $2.2
million, respectively, under this agreement.

Since 1997, Golden American has provided certain advisory, computer and other
resources and services to Equitable Life. Revenues for these services totaled
$2.7 million for the first six months of 2001 and $6.2 million for 2000 and $6.1
million for 1999.

The Companies provide resources and services to DSI. Revenues for these services
totaled $0.1 million for the first six months of 2001 and $0.2 million for 2000
and $0.4 for 1999.

Golden American provides resources and services to ING Mutual Funds Management
Co., LLC, an affiliate. Revenues for these services totaled $0.5 million for the
first six months of 2001 and $0.5 million for 2000 and $0.2 million for 1999.

Golden American provides resources and services to United Life & Annuity
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by Golden American, totaled $0.2 million in the first
six months of 2001 and $0.6 million for 2000 and $0.5 million for 1999.

The Companies provide resources and services to Security Life of Denver
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by the Companies totaled $0.1 million for the first
six months of 2001 and $0.3 million for 2000 and $0.2 million for 1999.

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 $0.06 million for the first six
months of 2001 and $0.1 million for 2000 and $0.1 million for 1999.

Golden American has a guaranty agreement with Equitable Life, an affiliate. 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

GENERATIONS-110929                    84
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 for 2000, Golden American incurred a fee of $12,000 and $7,000,
respectively, under this agreement. No annual fee was paid in 1999.

DISTRIBUTION AGREEMENT. Under a distribution agreement, DSI acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) of the variable insurance products
issued by Golden American which as of December 31, 2000, are sold through other
broker/dealer institutions. For the first six months of 2001 and the years 2000
and 1999, commissions paid by Golden American to DSI (including commissions paid
by First Golden) aggregated $108.3 million, $208.9 million and $181.5 million,
respectively.

EMPLOYEES. Certain officers of Golden American are also officers of DSI, and
their salaries are allocated among both companies. Certain officers of Golden
American are also officers of other Equitable of Iowa subsidiaries. See
"Directors and Executive Officers."

PROPERTIES. Golden American's principal office is located at 1475 Dunwoody
Drive, West Chester, Pennsylvania 19380, where most of Golden American's
records are maintained. This office space is leased. Other records are
maintained in Des Moines and Atlanta at the offices of Equitable Life and
ING, respectively.

STATE REGULATION. Golden American is subject to the laws of the State of
Delaware governing insurance companies and to the regulations of the Delaware
Insurance Department (the "Insurance Department"). A detailed financial
statement in the prescribed form (the "Annual Statement") is filed with the
Insurance Department each year covering Golden American's operations for the
preceding year and its financial condition as of the end of that year.
Regulation by the Insurance Department includes periodic examination to
determine contract liabilities and reserves so that the Insurance Department may
certify that these items are correct. Golden American's books and accounts are
subject to review by the Insurance Department at all times. A full examination
of Golden American's operations is conducted periodically by the Insurance
Department and under the auspices of the NAIC.

In addition, Golden American is subject to regulation under the insurance laws
of all jurisdictions in which it operates. The laws of the various jurisdictions
establish supervisory agencies with broad administrative powers with respect to
various matters, including licensing to transact business, overseeing trade
practices, licensing agents, approving contract forms, establishing reserve
requirements, fixing maximum interest rates on life insurance contract loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulating the type and amounts of
investments permitted. Golden American is required to file the Annual Statement
with supervisory agencies in each of the jurisdictions in which it does
business, and its operations and accounts are subject to examination by these
agencies at regular intervals.

The NAIC has adopted several regulatory initiatives designed to improve the
surveillance and financial analysis regarding the solvency of insurance
companies in general. These initiatives include the development and
implementation of a risk-based capital formula for determining adequate levels
of capital and surplus. Insurance companies are required to calculate their
risk-based capital in accordance with this formula and to include the results in
their Annual Statement. It is anticipated that these standards will have no
significant effect upon Golden American. For additional information about the
Risk-Based Capital adequacy monitoring system and Golden American, see
"Management's Discussion and Analysis Results of Operations."

In addition, many states regulate affiliated groups of insurers, such as Golden
American, and its affiliates, under insurance holding company legislation. Under
such laws, inter-company transfers of assets and dividend payments from
insurance subsidiaries may be subject to prior notice or approval, depending on
the size of the transfers and payments in relation to the financial positions of
the companies involved.

GENERATIONS-110929                    85
Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed (up to prescribed limits) for contract owner losses
incurred by other insurance companies which have become insolvent. Most of these
laws provide that an assessment may be excused or deferred if it would threaten
an insurer's own financial strength. For information regarding Golden American's
estimated liability for future guaranty fund assessments, see Note 10 of Notes
to Financial Statements.

Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Certain insurance products of Golden American are subject
to various federal securities laws and regulations. In addition, current and
proposed federal measures which may significantly affect the insurance business
include regulation of insurance company solvency, employee benefit regulation,
removal of barriers preventing banks from engaging in the insurance business,
tax law changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative desirability of
various personal investment vehicles.

DIRECTORS AND OFFICERS

NAME (AGE)                  POSITION(S) WITH THE COMPANY
---------                   ----------------------------
Robert C. Salipante (45)    Chief Executive Officer and Director
Chris D. Schreier (44)      President
Barnett Chernow (50)        President and CEO, Investment Products Group
Myles R. Tashman (58)       Executive Vice President, General Counsel
                            and Assistant Secretary
Wayne R. Huneke (50)        Director and Chief Financial Officer
Thomas J. McInerney (45)    Director
Mark A. Tullis (45)         Director
Phillip R. Lowery (48)      Director
Paula Cludray-Engelke (44)  Secretary
James R. McInnis (53)       Executive Vice President and Chief Marketing Officer
Stephen J. Preston (44)     Executive Vice President and Chief Actuary
E. Robert Koster (43)       Senior Vice President
David S. Pendergrass (41)   Vice President and Treasurer
David L. Jacobson (51)      Senior Vice President and Assistant Secretary
William L. Lowe (37)        Senior Vice President
Steven G. Mandel (42)       Senior Vice President and Chief Information Officer
Gary F. Haynes (56)         Senior Vice President and Assistant Secretary

Each director is elected to serve for one year or until the next annual meeting
of shareholders or until his or her successor is elected. Some directors are
directors of insurance company subsidiaries of Golden American's parent,
Equitable of Iowa. Golden American's directors and senior executive officers and
their principal positions for the past five years are listed below:

Mr. Robert C. Salipante was elected Director and Chief Executive Officer of
Golden American in March, 2001. He has served as a Director of ReliaStar Life
Insurance Company from October, 1995 to the present. He served ReliaStar
Financial Corp. from February, 1996 to November, 1996 as Senior Vice President,
Individual Insurance Division and Technology and from November, 1996 to July,
1999 as Senior Vice President, Personal Financial Services. He was elected
President, Chief Operating Officer and Director of ReliaStar Financial Corp.
July, 1999 to August, 2000. He became General Manager and Chief Executive
Officer, US Retail Financial Services in September, 2000.

Mr. Chris D. Schreier was elected President of Golden American in March, 2001.
From January, 1994 to September, 1996 he served as Assistant Vice President and
Assistant Controller for ReliaStar Financial Corp. He was elected Second Vice
President of ReliaStar Financial Corp. and ReliaStar Life Insurance Company from
September, 1996 to January, 1999. He has served as Vice President and Controller
of ReliaStar Financial Corp. since January, 1999.

Mr. Barnett Chernow became President and CEO of Investment Products Group in
March 2001 and President of First Golden in April, 1998. From 1998 to 2001, Mr.
Chernow served as President of Golden

GENERATIONS-110929                    86
American. From 1996 to 1998, Mr. Chernow served as Executive Vice President of
First Golden. From 1993 to 1998, Mr. Chernow also served as Executive Vice
President of Golden American. He was elected to serve as a director of First
Golden in June, 1996 and Golden American in April, 1998.

Mr. Myles R. Tashman joined Golden American in August, 1994 as Senior Vice
President and was named Executive Vice President, General Counsel effective
January, 1996 and Assistant Secretary effective March, 2001. He served as a
Director of Golden American from January, 1998 to March, 2001. He also serves as
a Director, Executive Vice President, General Counsel and Secretary of First
Golden.

Mr. Wayne R. Huneke was elected Director, Senior Vice President and Chief
Financial Officer of Golden American in March, 2001. Since October, 1995 he has
served as a Director of ReliaStar Life Insurance Company. He served ReliaStar
Financial Corp. as Senior Vice President, Chief Financial Officer from August,
1994 to November, 1997, from November, 1997 to May, 1999 he served as Senior
Vice President, ReliaStar Financial Markets. He became Senior Executive Vice
President of ReliaStar Financial Corp. in May, 1999.

Mr. Thomas J. McInerney was elected as a Director of Golden American in March,
2001. He served Aetna U.S. Healthcare, Inc. as Vice President, National Accounts
from April, 1996 to March, 1997. From August, 1997 to the present he has served
as Director and from September, 1997 to the present he has served as President
of Aetna Life Insurance & Annuity Company. He has served as President and
Director of Aetna Insurance Company of America from September, 1997 to the
present.

Mr. Mark A. Tullis became a Director of Golden American and First Golden in
December 1999. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September 1999. From June, 1994 to
August, 1999, he was with Primerica, serving as Executive Vice President at the
time of his departure.

Mr. Phillip R. Lowery became a Director of Golden American in April, 1999 and
First Golden in December, 1999. He has served as Executive Vice President and
Chief Actuary for ING Americas Region since 1990.

Ms. Paula Cludray-Engelke was elected Secretary of Golden American in March,
2001. From October, 1985 to October, 2000

Ms. Cludray-Engelke served with ReliaStar Life Insurance Company (f/k/a
Northwestern National Life Insurance Company) in various compliance positions.
From October, 2000 to the present she has served as an Attorney with ING US
Legal Services.

Mr. James R. McInnis joined Golden American and First Golden in December, 1997
as Executive Vice President. From 1982 through November, 1997, he held several
positions with the Endeavor Group and was President upon his departure.

Mr. E. Robert Koster was elected Senior Vice President of Golden American and
Senior Vice President and Chief Financial Officer of First Golden in September,
1998. From September, 1998 to March, 2001, he was also Chief Financial Officer
of Golden American. From August, 1984 to September, 1998 he has held various
positions with ING companies in The Netherlands.

Mr. David S. Pendergrass was elected Treasurer and Vice President of Golden
American in December, 2000. Since October, 1995 he has served as a Vice
President and Treasurer of ING North America Insurance Corporation.

Mr. David L. Jacobson joined Golden American in November, 1993 as Vice President
and Assistant Secretary and became Senior Vice President in December, 1993. He
was elected Senior Vice President and Assistant Secretary for First Golden in
June, 1996.

Mr. Stephen J. Preston joined Golden American in December, 1993 as Senior Vice
President, Chief Actuary and Controller. He became an Executive Vice President
and Chief Actuary in June, 1998. He was elected Senior Vice President and Chief
Actuary of First Golden in June, 1996 and elected Executive Vice President in
June, 1998.

GENERATIONS-110929                    87
Mr. William L. Lowe joined Equitable Life as Vice President, Sales & Marketing
in January, 1994. He became a Senior Vice President, Sales & Marketing, of
Golden American in August, 1997. He was also President of Equitable of Iowa
Securities Network, Inc. until October, 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and became Senior
Vice President and Chief Information Officer in June, 1998.

Mr. Gary Haynes rejoined Golden American in April, 1999 as Senior Vice
President, Operations. From August, 1995 to February, 1998 he was with F&G Life
Insurance Company; serving as Senior Vice President, Operations at the time of
his departure. He served as Senior Vice President, Operations with Golden
American from July, 1994 to August, 1995.

COMPENSATION TABLE AND OTHER INFORMATION

The following sets forth information with respect to the Chief Executive Officer
of Golden American as well as the annual salary and bonus for the next five
highly compensated executive officers for the fiscal year ended December 31,
2000. Certain executive officers of Golden American are also officers of DSI and
First Golden. The salaries of such individuals are allocated among Golden
American, DSI and First Golden pursuant to an arrangement among these companies.

EXECUTIVE COMPENSATION TABLE

The following table sets forth information with respect to the annual salary and
bonus for Golden American's Chief Executive Officer and the four other most
highly compensated executive officers for the fiscal year ended December 31,
2000.
LONG-TERM
                                            ANNUAL COMPENSATION                 COMPENSATION
                                            -------------------                 ------------
                                                                           RESTRICTED      SECURITIES
NAME AND                                                                  STOCK AWARDS     UNDERLYING         ALL OTHER
PRINCIPAL POSITION           YEAR        SALARY           BONUS/1/           OPTIONS         OPTIONS         COMPENSATION/2/
------------------           ----        ------           --------        ------------     ----------       ----------------
Barnett Chernow..........    2000      $   409,447     $    638,326                           10,200           $  26,887
President                    1999      $   300,009     $    698,380                            6,950           $  20,464
                             1998      $   284,171     $    105,375           8,000

James R. McInnis.........    2000      $   337,543     $  1,210,898                            5,200           $  19,487
Executive Vice               1999      $   250,007     $    955,646                            5,550           $  15,663
President                    1998      $   250,004     $    626,245           2,000

William L. Lowe..........    2000      $   205,144     $    821,545                            3,500           $      81
Senior Vice                  1999      $   191,589     $    737,933                                            $   2,924
President                    1998      $   165,816     $    528,299                                            $     756

Stephen J. Preston.......    2000      $   230,170     $    426,994                            5,000           $  14,713
Executive Vice               1999      $   198,964     $    235,002                            2,050           $  12,564
President and                1998      $   173,870     $     32,152           3,500
Chief Actuary

Gary Haynes..............    2000      $   201,136     $    404,773                            3,000           $  14,735
Senior Vice                  1999      $   159,030     $     50,000                                            $   9,540
President
-------------------------
1   The amount shown relates to bonuses paid in 2000, 1999 and 1998.

2   Other compensation for 2000 and 1999 includes a business allowance for each
    named executive which is required to be applied to specific business
    expenses of the named executive.

GENERATIONS-110929                    88
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL
                                           % OF TOTAL                                   REALIZABLE VALUE AT
                            NUMBER OF        OPTIONS                                      ASSUMED ANNUAL
                           SECURITIES      GRANTED TO                                     RATES OF STOCK
                           UNDERLYING       EMPLOYEES    EXERCISE                       PRICE APPRECIATION
                             OPTIONS        IN FISCAL     OR BASE    EXPIRATION          FOR OPTION TERM/3/
                                                                                    ------------------------
NAME                        GRANTED/1/        YEAR       PRICE/2/       DATE           5%             10%
----                       -----------     ----------    --------    ----------     ---------      ---------
Barnett Chernow..........     10,200          0.85%       $54.56     04/03/2010     $ 348,987      $ 886,937
James R. McInnis.........      5,200          0.43%       $54.56     04/03/2010     $ 178,425      $ 452,164
William L. Lowe..........      3,500          0.29%       $54.56     04/03/2010     $ 120,094      $ 304,341
Stephen J. Preston.......      5,000          0.42%       $54.56     04/03/2010     $ 171,562      $ 434,773
Gary Haynes..............      3,000          0.25%       $54.56     04/03/2010     $ 102,937      $ 260,864
-------------------------
1   Stock appreciation rights granted in 2000 to the officers of Golden American
    have a three-year vesting period and an expiration date as shown.

2   The base price was equal to the fair market value of ING's stock on the date
    of grant.

3   Total dollar gains based on indicated rates of appreciation of share price
    over the total term of the rights.

GENERATIONS-110929                    89
--------------------------------------------------------------------------------
         FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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, 2000 and 1999, 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, 2000. These
financial statements are the responsibility of the Companies' management. Our
responsibility is to express an opinion on these financial statements 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, 2000 and 1999, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.

                                        /s/ Ernst & Young LLP

Atlanta, Georgia
March 12, 2001

Generations-110929                     90
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except per share data)
December 31,  December 31,
                                                                  2000          1999
                                                              -----------   -----------
ASSETS

Investments:

   Fixed maturities, available for sale, at fair value
      (cost: 2000 - $798,751; 1999 - $858,052) ............   $   792,578   $   835,321

   Equity securities, at fair value (cost: 2000 - $8,611;
      1999 - $14,952) .....................................         6,791        17,330

   Mortgage loans on real estate ..........................        99,916       100,087

   Policy loans ...........................................        13,323        14,157

   Short-term investments .................................       106,775        80,191
                                                              -----------   -----------
Total investments .........................................     1,019,383     1,047,086

Cash and cash equivalents .................................        63,207        14,380

Reinsurance recoverable ...................................        19,331        14,834

Reinsurance recoverable from affiliates ...................        14,642            --

Due from affiliates .......................................        38,786           637

Accrued investment income .................................         9,606        11,198

Deferred policy acquisition costs .........................       635,147       528,957

Value of purchased insurance in force .....................        25,942        31,727

Current income taxes recoverable ..........................           511            35

Deferred income tax asset .................................         9,047        21,943

Property and equipment, less allowances for depreciation of
   $5,638 in 2000 and $3,229 in 1999 ......................        14,404        13,888

Goodwill, less accumulated amortization of $11,964 in 2000
   and $8,186 in 1999 .....................................       139,163       142,941

Other assets ..............................................        32,019         2,514

Separate account assets ...................................     9,831,489     7,562,717
                                                              -----------   -----------
Total assets ..............................................   $11,852,677   $ 9,392,857
                                                              ===========   ===========
See accompanying notes.

Generations-110929                     91
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                  (Dollars in thousands, except per share data)
December 31,    December 31,
                                                                    2000            1999
                                                                ------------    ------------
LIABILITIES AND STOCKHOLDER`S EQUITY

Policy liabilities and accruals:

   Future policy benefits:

      Annuity and interest sensitive life products ..........   $  1,062,891    $  1,033,701

      Unearned revenue reserve ..............................          6,817           6,300

   Other policy claims and benefits .........................             82               8
                                                                ------------    ------------
                                                                   1,069,790       1,040,009

Surplus notes ...............................................        245,000         245,000

Revolving note payable ......................................             --           1,400

Due to affiliates ...........................................         19,887          12,650

Other liabilities ...........................................         69,374          53,232

Separate account liabilities ................................      9,831,489       7,562,717
                                                                ------------    ------------
                                                                  11,235,540       8,915,008

Commitments and contingencies

Stockholder's equity:

   Common stock, par value $10 per share, authorized, issued,
      and outstanding 250,000 shares ........................          2,500           2,500

   Additional paid-in capital ...............................        583,640         468,640

   Accumulated other comprehensive loss .....................         (4,046)         (9,154)

   Retained earnings ........................................         35,043          15,863
                                                                ------------    ------------
Total stockholder's equity ..................................        617,137         477,849
                                                                ------------    ------------
Total liabilities and stockholder's equity ..................   $ 11,852,677    $  9,392,857
                                                                ============    ============
See accompanying notes.

Generations-110929                     92
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Dollars in thousands)
Year Ended December 31                                  2000         1999         1998
                                                     ---------    ---------    ---------
REVENUES:
Annuity and interest sensitive life product
      charges ....................................   $ 144,877    $  82,935    $  39,119
   Management fee revenue ........................      22,982       11,133        4,771
   Net investment income .........................      64,140       59,169       42,485
   Realized losses on investments ................      (6,554)      (2,923)      (1,491)
                                                     ---------    ---------    ---------
                                                       225,445      150,314       84,884
Insurance benefits and expenses:
   Annuity and interest sensitive life benefits:
      Interest credited to account balances ......     195,088      175,257       94,845
      Benefit claims incurred in excess of account
         balances ................................       4,943        6,370        2,123
Underwriting, acquisition and insurance  expenses:
   Commissions ...................................     213,719      188,383      121,171
   General expenses ..............................      84,936       60,205       37,612
   Insurance taxes, state licenses, and fees .....       4,528        3,976        4,140
   Policy acquisition costs deferred .............    (168,444)    (346,396)    (197,796)
   Amortization:
      Deferred policy acquisition costs ..........      55,154       33,119        5,148
      Value of purchased insurance in force ......       4,801        6,238        4,724
      Goodwill ...................................       3,778        3,778        3,778
   Expenses and charges reimbursed under
      modified coinsurance agreements ............    (225,787)      (9,247)      (5,604)
                                                     ---------    ---------    ---------
                                                       172,716      121,683       70,141

Interest expense .................................      19,867        8,894        4,390
                                                     ---------    ---------    ---------
                                                       192,583      130,577       74,531
                                                     ---------    ---------    ---------
Income before income taxes .......................      32,862       19,737       10,353

Income taxes .....................................      13,682        8,523        5,279
                                                     ---------    ---------    ---------

Net income .......................................   $  19,180    $  11,214    $   5,074
                                                     =========    =========    =========
See accompanying notes.

Generations-110929                     93
GOLDEN AMERICAN LIFE INSURANCE COMPANY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                             (Dollars in thousands)
Additional Accumulated Other  Retained       Total
                                      Common        Paid-in    Comprehensive    Earnings    Stockholder's
                                       Stock        Capital    Income (Loss)    (Deficit)      Equity
                                     --------------------------------------------------------------------
Balance at December 31, 1997 .....   $   2,500     $ 224,997     $     241      $    (425)    $ 227,313
   Comprehensive income:
      Net income .................          --            --            --          5,074         5,074
      Change in net unrealized
         investment gains (losses)          --            --        (1,136)            --        (1,136)
   Comprehensive income ..........       3,938
   Contribution of capital .......          --       122,500            --             --       122,500
   Other .........................          --           143            --             --           143
                                     ---------     ---------     ---------      ---------     ---------
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 gains (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 (losses)          --            --         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
                                     =========     =========     =========      =========     =========
See accompanying notes.

Generations-110929                     94
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
Year Ended December 31                                     2000         1999         1998
                                                        ---------    ---------    ---------
OPERATING ACTIVITIES
Net income ..........................................   $  19,180    $  11,214    $   5,074
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 .........................     195,088      175,257       94,845
      Charges for mortality and administration ......        (313)         524         (233)
      Change in unearned revenues ...................         517        2,460        2,651
   Increase (decrease) in policy liabilities and
      accruals ......................................          74            8          (10)
   Decrease (increase) in accrued investment
      income ........................................       1,592       (1,553)      (3,222)
   Policy acquisition costs deferred ................    (168,444)    (346,396)    (197,796)
   Amortization of deferred policy acquisition costs       55,154       33,119        5,148
   Amortization of value of purchased insurance
      in force ......................................       4,801        6,238        4,724
   Change in other assets, due to/from affiliates,
      other liabilities and accrued income taxes ....     (63,840)      24,845        9,979
   Provision for depreciation and amortization ......       8,616        8,850        8,147
   Provision for deferred income taxes ..............      13,728        8,523        5,279
   Realized losses on investments ...................       6,554        2,923        1,491
                                                        ---------    ---------    ---------
Net cash provided by (used in) operating activities .      72,707      (73,988)     (63,923)
                                                        ---------    ---------    ---------

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
   Fixed maturities - available for sale ............     205,136      220,547      145,253
   Mortgage loans on real estate ....................      12,701        6,572        3,791
   Equity securities ................................       6,128           --           --
   Policy loans - net ...............................         834           --           --
                                                        ---------    ---------    ---------
                                                          224,799      227,119      149,044

Acquisition of investments:
   Fixed maturities - available for sale ............    (154,028)    (344,587)    (476,523)
   Equity securities ................................          --           --      (10,000)
   Mortgage loans on real estate ....................     (12,887)      (9,659)     (16,390)
   Policy loans - net ...............................          --       (2,385)      (2,940)
   Short-term investments - net .....................     (26,584)     (39,039)     (26,692)
                                                        ---------    ---------    ---------
                                                         (193,499)    (395,670)    (532,545)

Issuance of reciprocal loan agreement receivables ...     (16,900)          --           --
Receipt of repayment of reciprocal loan agreement
   receivables ......................................      16,900           --           --
Net purchase of property and equipment ..............      (3,285)      (8,968)      (6,485)
                                                        ---------    ---------    ---------
Net cash provided by (used in) investing activities .      28,015     (177,519)    (389,986)
See accompanying notes.

Generations-110929                     95
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                             (Dollars in thousands)
Year Ended December 31                                   2000         1999         1998
                                                      ---------    ---------    ---------
FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement
   borrowings .....................................   $ 178,900    $ 396,350    $ 500,722
Repayment of reciprocal loan agreement
   borrowings .....................................    (178,900)    (396,350)    (500,722)
Proceeds from revolving note payable ..............      67,200      220,295      108,495
Repayment of revolving note payable ...............     (68,600)    (218,895)    (108,495)
Proceeds from surplus note ........................          --      160,000       60,000
Repayment of line of credit borrowings ............          --           --       (5,309)
Receipts from annuity and interest sensitive
   life policies credited to account balances .....     801,793      773,685      593,428
Return of account balances on annuity
   and interest sensitive life policies ...........    (141,440)    (146,607)     (72,649)

Net reallocations to separate account .............    (825,848)    (650,270)    (239,671)
Contributions of capital by parent ................     115,000      121,000      103,750
                                                      ---------    ---------    ---------
Net cash provided by (used in) financing activities     (51,895)     259,208      439,549
                                                      ---------    ---------    ---------

Increase (decrease) in cash and cash
   equivalents ....................................      48,827        7,701      (14,360)

Cash and cash equivalents at beginning of
   period .........................................      14,380        6,679       21,039
                                                      ---------    ---------    ---------
Cash and cash equivalents at end of period ........   $  63,207    $  14,380    $   6,679
                                                      =========    =========    =========

SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION
Cash paid during the period for:
   Interest .......................................   $  22,444    $   6,392    $   4,305
   Income taxes ...................................         957           --           99
Non-cash financing activities:
   Non-cash adjustment to additional paid-in
      capital for adjusted merger costs ...........          --           --          143
   Contribution of capital from parent to
      repay line of credit borrowings .............          --           --       18,750
See accompanying notes.

Generations-110929                     96
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

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 of Iowa Companies, Inc.,
offers variable insurance products and is licensed as a life insurance company
in the District of Columbia and all states except New York. First Golden is
licensed to sell insurance products in New York and Delaware. The Companies'
variable annuity products are marketed by broker/dealers, financial
institutions, and insurance agents. The Companies' primary customers are
consumers and corporations.

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. ("EIC" or the "Parent"), 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, 2000 and 1999, 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

Generations-110929                     97
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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 ($63.8 million during 2000, $153.0 million during
1999, and $73.4 million during 1998), have been deferred. 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

Generations-110929                     98
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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 14.00% during 2000, 3.00% to
11.00% during 1999, and 3.00% to 10.00% during 1998. 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 the variable insurance products. At the direction of the contractholders,
the separate accounts invest the premiums from the sale of variable insurance
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. 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).

Generations-110929                     99
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 2001, 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
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.

PENDING ACCOUNTING STANDARDS: DERIVATIVE FINANCIAL INSTRUMENTS
During 1998, the Financial Accounting Standards Board issued Statement No. 133
("SFAS 133"), Accounting for Derivative Financial Instruments and Hedging
Activities. SFAS 133 requires that all derivative instruments, including certain
derivative instruments embedded in other contracts, be recorded on the balance
sheet and measured at its fair value. The change in a derivative's fair value is
generally to be recognized in current period earnings.

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 or as 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

Generations-110929                     100
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

1.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

adopted SFAS 133 on January 1, 2000. The cumulative effect of the
accounting change upon adoption was not material.

RECLASSIFICATIONS
Certain amounts in the 1999 and 1998 financial statements have been
reclassified to conform to the 2000 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 $71,134,000 in 2000, $85,578,000 in 1999, $68,002,000
in 1998. Total statutory capital and surplus was $406,923,000 and $368,928,000
at December 31, 2000 and 1999, 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 will be 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 will result in changes to the accounting practices that the
Companies use to prepare their statutory-basis financial statements. Management
believes the impact of these changes to the Companies' statutory-basis capital
and surplus as of January 1, 2001 will not be significant.

Generations-110929                     101
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

3.   INVESTMENT OPERATIONS

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

Year Ended December 31                      2000           1999          1998
                                          --------       --------      --------
                                                  (Dollars in thousands)
Fixed maturities ......................   $ 55,302       $ 50,352      $ 35,224
Equity securities .....................        248            515            --
Mortgage loans on real estate .........      7,832          7,074         6,616
Policy loans ..........................        516            485           619
Short-term investments ................      2,253          2,583         1,311
Other, net ............................        543            388           246
                                          --------       --------      --------
Gross investment income ...............     66,694         61,397        44,016
Less investment expenses ..............     (2,554)        (2,228)       (1,531)
                                          --------       --------      --------
Net investment income .................   $ 64,140       $ 59,169      $ 42,485
                                          ========       ========      ========

Realized losses on investments follows:

Year Ended December 31                      2000           1999          1998
                                          --------       --------      --------
                                                  (Dollars in thousands)
Fixed maturities, available for sale ..   $ (6,289)      $ (2,910)     $ (1,428)
Equity securities .....................       (213)            --            --
Mortgage loans on real estate .........        (52)           (13)          (63)
                                          --------       --------      --------
Realized losses on investments ........   $ (6,554)      $ (2,923)     $ (1,491)
                                          ========       ========      ========

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

Year Ended December 31                      2000           1999          1998
                                          --------       --------      --------
                                                  (Dollars in thousands)
Fixed maturities, available for sale ..   $ 16,558       $(24,944)     $  1,100
Equity securities .....................     (4,198)         5,301        (2,390)
                                          --------       --------      --------
Unrealized appreciation (depreciation)
   of securities ......................   $ 12,360       $(19,643)     $ (1,290)
                                          ========       ========      ========

Generations-110929                     102
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

3.   INVESTMENT OPERATIONS (continued)

At December 31, 2000 and December 31, 1999, 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
                                  Amortized   Unrealized  Unrealized    Fair
                                     Cost        Gains      Losses      Value
                                   --------    --------    --------    --------
                                              (Dollars in thousands)
December 31, 2000
-----------------
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 assets-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
                                   ========    ========    ========    ========

December 31, 1999
-----------------
U.S. government and governmental
   agencies and authorities ....   $ 21,363          --    $   (260)   $ 21,103
Public utilities ...............     53,754    $     25      (2,464)     51,315
Corporate securities ...........    396,494          53     (12,275)    384,272
Other assets-backed securities .    207,044         850      (4,317)    203,577
Mortgage-backed securities .....    179,397          39      (4,382)    175,054
                                   --------    --------    --------    --------
Total ..........................   $858,052    $    967    $(23,698)   $835,321
                                   ========    ========    ========    ========

Short-term investments with maturities of 30 days or less have been excluded
from the above schedules. Amortized cost approximates fair value for these
securities. 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, 1999, net unrealized investment loss on fixed
maturities designated as available for sale totaled $22,731,000. Depreciation of
$6,955,000 was included in stockholder's equity at December 31, 1999 (net of
adjustments of $1,785,000 to VPIF, $10,246,000 to DPAC, and $3,745,000 to
deferred income taxes).

At December 31, 2000, net unrealized depreciation on equity securities was
comprised entirely of gross depreciation of $1,820,000. At December 31, 1999,
net unrealized appreciation on equity securities was comprised entirely of gross
appreciation of $2,378,000.

Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 2000 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.

Generations-110929                     103
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

3.   INVESTMENT OPERATIONS (continued)
                                                      Amortized       Estimated
December 31, 2000                                       Cost          Fair Value
--------------------------------------------------------------------------------
                                                        (Dollars in thousands)
Due within one year .........................         $ 51,001         $ 50,836
Due after one year through five years .......          323,753          317,862
Due after five years through ten years ......           45,812           44,891
Due after ten years .........................            8,063            7,610
                                                      --------         --------
                                                       428,629          421,199
Other asset-backed securities ...............          223,787          224,122
Mortgage-backed securities ..................          146,335          147,257
                                                      --------         --------
Total .......................................         $798,751         $792,578
                                                      ========         ========

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, 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
                                               ========     ========     ========      ========

For the year ended December 31, 1998:
Scheduled principal repayments, calls, and
   tenders ...............................     $102,504     $     60     $     (3)     $102,561
Sales ....................................       43,204          518       (1,030)       42,692
                                               --------     --------     --------      --------
Total ....................................     $145,708     $    578     $ (1,033)     $145,253
                                               ========     ========     ========      ========
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.

Generations-110929                     104
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

3.   INVESTMENT OPERATIONS (continued)

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 year 2000, these bonds
had no further reduction in carrying value.

Investments on Deposit: At December 31, 2000 and 1999, affidavits of deposits
covering bonds with a par value of $6,870,000 and $6,470,000, respectively, were
on deposit with regulatory authorities pursuant to certain statutory
requirements.

Investment Diversifications: The Companies' investment policies related to the
investment portfolio require diversification by asset type, company, and
industry and set limits on the amount which can be invested in an individual
issuer. Such policies are at least as restrictive as those set forth by
regulatory authorities. The following percentages relate to holdings at December
31, 2000 and December 31, 1999. Fixed maturities included investments in basic
industrials (29% in 2000, 29% in 1999), conventional mortgage-backed securities
(20% in 2000, 22% in 1999), financial companies (14% in 2000, 16% in 1999), and
other asset-backed securities (20% in 2000, 19% in 1999). Mortgage loans on real
estate have been analyzed by geographical location with concentrations by state
identified as California (15% in 2000, 12% in 1999) and Utah (9% in 2000, 10% in
1999). There are no other concentrations of mortgage loans on real estate in any
state exceeding ten percent at December 31, 2000 and 1999. Mortgage loans on
real estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (29% in 2000, 34% in 1999),
industrial buildings (35% in 2000, 33% in 1999), retail facilities (18% in 2000,
19% in 1999), and multi-family apartments (10% in 2000, 10% in 1999). 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, 2000.

4.   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. Total comprehensive income (loss) for the Companies includes
$606,000 for the year ended December 31, 2000 for First Golden and $(452,000)
and $1,015,000 for the years ended December 31, 1999 and 1998, respectively.
Other comprehensive income excludes net investment gains (losses) included in
net income, which merely represent transfers from unrealized to realized gains
and losses. These amounts total $(2,670,000), $(1,468,000) and $(2,133,000) in
the years ended December 31, 2000, 1999 and 1998, respectively. Such amounts,
which have been measured through the date of sale, are net of income taxes and
adjustments to VPIF and DPAC totaling $(4,742,000), $(1,441,000) and $705,000 in
the years ended December 31, 2000, 1999 and 1998, respectively.

Generations-110929                     105
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

5.   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. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments," 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                                           2000                      1999
                                             -----------------------   -----------------------
                                                           Estimated                Estimated
                                              Carrying       Fair       Carrying      Fair
                                                Value        Value        Value       Value
                                             ----------   ----------   ----------   ----------
                                                           (Dollars in thousands)
ASSETS
   Fixed maturities, available for sale ..   $  792,578   $  792,578   $  835,321   $  835,321
   Equity securities .....................        6,791        6,791       17,330       17,330
   Mortgage loans on real estate .........       99,916      100,502      100,087       95,524
   Policy loans ..........................       13,323       13,323       14,157       14,157
   Short-term investments ................      106,775      106,775       80,191       80,191
   Cash and cash equivalents .............       63,207       63,207       14,380       14,380
   Separate account assets ...............    9,831,489    9,831,489    7,562,717    7,562,717

LIABILITIES
   Annuity products ......................    1,047,932      962,810    1,017,105      953,546
   Surplus notes .........................      245,000      204,455      245,000      226,100
   Revolving note payable ................           --           --        1,400        1,400
   Separate account liabilities ..........    9,831,489    9,831,489    7,562,717    7,562,717
Generations-110929                     106
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

5.   FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

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.

6.   VALUE OF PURCHASED 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 7.32% during 2000 (7.33% during 1999, and 7.29% during 1998).

Generations-110929                     107
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

6.   VALUE OF PURCHASED IN FORCE (continued)

A reconciliation of the change in the VPIF asset follows:

Year Ended December 31                           2000        1999        1998
                                               --------    --------    --------
                                                     (Dollars in thousands)
Beginning balance .........................    $ 31,727    $ 35,977    $ 43,174
   Accretion of interest ..................       2,016       2,372       2,802
   Amortization of asset ..................      (6,817)     (8,610)     (7,526)
   Adjustment for unrealized gains (losses)        (984)      1,988        (203)
   Purchase price adjustment to opening
      balance sheet .......................          --          --      (2,270)
                                               --------    --------    --------
Ending balance ............................    $ 25,942    $ 31,727    $ 35,977
                                               ========    ========    ========

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, 2000, is $3.9 million in 2001, $3.6 million in 2002,
$3.0 million in 2003, $2.4 million in 2004, and $1.9 million in 2005. Actual
amortization may vary based upon changes in assumptions and experience.

7.   INCOME TAXES

Golden American files a consolidated federal income tax return. Under the
Internal Revenue Code, a newly acquired insurance company cannot file as part of
the Parent's consolidated tax return for 5 years.

At December 31, 2000, the Companies have net operating loss ("NOL")
carryforwards for federal income tax purposes of approximately $189,656,000.
Approximately $5,094,000, $3,354,000, $50,449,000, $94,078,000 and $36,681,000
of these NOL carryforwards are available to offset future taxable income of the
Companies through the years 2011, 2012, 2018, 2019 and 2020, respectively.

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

Year Ended December 31                           2000        1999        1998
                                               --------    --------    --------
                                                    (Dollars in thousands)
Current ...................................    $    (46)   $     --    $     --
Deferred ..................................      13,728       8,523       5,279
                                               --------    --------    --------
                                               $ 13,682    $  8,523    $  5,279
                                               ========    ========    ========

Generations-110929                     108
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

7.   INCOME TAXES (continued)

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                           2000        1999        1998
                                               --------    --------    --------
                                                    (Dollars in thousands)

Income before income taxes ................    $ 32,862    $ 19,737    $ 10,353
                                               ========    ========    ========
Income tax at federal statutory rate ......    $ 11,502    $  6,908    $  3,624
Tax effect of:
    Goodwill amortization .................       1,322       1,322       1,322
    Meals and entertainment ...............         292         199         157
    Other items ...........................         566          94         176
                                               --------    --------    --------
Income tax expense ........................    $ 13,682    $  8,523    $  5,279
                                               ========    ========    ========

DEFERRED INCOME TAXES
The tax effect of temporary differences giving rise to the Companies' deferred
income tax assets and liabilities at December 31, 2000 and 1999 follows:
December 31                                                                2000         1999
                                                                        ---------    ---------
                                                                        (Dollars in thousands)
Deferred tax assets:
   Net unrealized depreciation of securities at fair value ..........   $     637    $      --
   Net unrealized depreciation of available for sale fixed maturities         779        3,745
   Future policy benefits ...........................................     163,691      133,494
   Goodwill .........................................................      15,111       16,323
   Net operating loss carryforwards .................................      66,380       56,630
   Other ............................................................       1,333        1,333
                                                                        ---------    ---------
                                                                          247,931    $ 211,525
Deferred tax liabilities:
   Net unrealized appreciation of securities at fair value ..........          --         (832)
   Fixed maturity securities ........................................     (17,774)     (17,774)
   Deferred policy acquisition costs ................................    (184,743)    (154,706)
   Mortgage loans on real estate ....................................        (715)        (715)
   Value of purchased insurance in force ............................      (8,512)     (10,462)
   Other ............................................................     (25,724)      (1,348)
                                                                        ---------    ---------
                                                                         (237,468)    (185,837)
                                                                        ---------    ---------
Valuation allowance .................................................      (1,416)      (3,745)
                                                                        ---------    ---------
Deferred income tax asset ...........................................   $   9,047    $  21,943
                                                                        =========    =========
At December 31, 2000, the Company reported, for financial statement purposes,
unrealized losses on certain investments, which have not been recognized for tax
purposes. Since it is uncertain as to whether these capital losses, if ever
realized, could be utilized to offset capital gains, a valuation allowance has
been established for the tax effect of the financial statement losses.

Generations-110929                     109
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

8.   RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION

DEFINED BENEFIT PLANS
In 2000, 1999 and 1998, the Companies were allocated their share of the pension
liability associated with their employees. The Companies' employees are covered
by the employee retirement plan of an affiliate, Equitable Life. Further,
Equitable Life sponsors a defined contribution plan that is qualified under
Internal Revenue Code Section 401(k).

The following tables summarize the benefit obligations and the funded status for
pension benefits over the two-year period ended December 31, 2000:

                                                            2000         1999
                                                           -------      -------
                                                          (Dollars in thousands)
Change in benefit obligation:
   Benefit obligation at January 1 ...............         $ 4,221      $ 4,454
   Service cost ..................................           1,569        1,500
   Interest cost .................................             554          323
   Actuarial (gain) loss .........................           1,562       (2,056)
                                                           -------      -------
   Benefit obligation at December 31 .............         $ 7,906      $ 4,221
                                                           =======      =======

Funded status:
   Funded status at December 31 ..................         $(7,906)     $(4,221)
   Unrecognized past service cost ................             141           --
   Unrecognized net loss .........................           1,627          210
                                                           -------      -------
   Net amount recognized .........................         $(6,138)     $(4,011)
                                                           =======      =======

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'
benefit obligation follows:

December 31                                                  2000         1999
                                                            ------       ------
Discount rate ....................................           7.75%        8.00%
Expected return on plan assets ...................           9.25         9.25
Rate of compensation increase ....................           5.00         5.00

The following table provides the net periodic benefit cost for the fiscal years
2000, 1999, and 1998:

Year Ended December 31                              2000       1999       1998
                                                   ------     ------     ------
                                                      (Dollars in thousands)
Service cost ...............................       $1,569     $1,500     $1,138
Interest cost ..............................          554        323         97
                                                   ------     ------     ------
Net periodic benefit cost ..................       $2,123     $1,823     $1,235
                                                   ======     ======     ======

Generations-110929                     110
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

8.   RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION (continued)

There were no gains or losses resulting from curtailments or settlements during
2000, 1999, or 1998.

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 $7,906,000, $4,701,000, and $0, respectively, as of December
31, 2000 and $4,221,000, $2,488,000, and $0, respectively, as of December 31,
1999.

PHANTOM STOCK OPTION PLAN
The Phantom Stock Option Plan (the "Phantom Plan"), which covers certain key
employees, is similar to a standard stock option plan; however, the phantom
share option entitles the holder to a cash benefit in Dutch Guilders linked to
the rise in value of ING ordinary shares on the Amsterdam Stock Exchange. The
plan participants are entitled to any appreciation in the value of ING ordinary
shares over the Phantom Plan option price (strike price) of 53.85 Euros for
options issued on July 1, 1999, 140.40 Dutch Guilders for options issued on May
26, 1998, and 85.10 Dutch Guilders for options issued on May 23, 1997, not the
ordinary shares themselves.

Options are granted at fair value on the date of grant. Options in the Phantom
Plan are subject to forfeiture to ING should the individuals terminate their
relationship with ING before the three-year initial retention period has
elapsed. All options expire five years from the date of grant.

On July 1, 1999, ING issued 34,750 options to employees of Golden American
related to this plan at a strike price of 53.85 Euros.

On May 26, 1998, ING issued 42,400 options related to this plan at a strike
price of 140.40 Dutch Guilders. Since the strike price at December 31, 1998 was
higher than the ING share price, there was no compensation expense related to
these options in 1998.

On May 23, 1997, ING issued 3,500 options related to this plan at a strike price
of 85.10 Dutch Guilders. Since the strike price was lower than the ING share
price at December 31, 1998, Golden American incurred $46,000 of compensation
expense related to these options during 1998.

No expense was recognized in 1999 related to the above options. As of December
31, 1999, 58,250 options remain outstanding.

During 2000, the Phantom Plan liability was transferred to ING. As of December
31, 2000, the Companies held no liabilities under the Phantom Plan. There were
no expenses incurred related to this plan during the year ended December 31,
2000.

9.   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 insurance
products and appoint representatives of the broker/dealers as agents. For the
years ended December 31, 2000, 1999 and 1998, the Companies paid commissions to
DSI totaling $208,883,000, $181,536,000, and $117,470,000, 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, 2000,
1999 and 1998, the fee was $21,296,000, $10,136,000, and $4,771,000,
respectively.

Generations-110929                     111
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

9.   RELATED PARTY TRANSACTIONS (continued)

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, 2000, 1999 and 1998, the
Companies incurred fees of $2,521,000, $2,227,000 and $1,504,000, respectively,
under this agreement.

Golden American has a guaranty agreement with Equitable Life Insurance Company
of Iowa ("Equitable Life"), an affiliate. 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, 2000, Golden American incurred a fee of
$7,000 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 $6,193,000, $6,107,000 and
$5,833,000 for the years ended December 31, 2000, 1999 and 1998, 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 $1,270,000, $1,251,000 and
$1,058,000 for the years ended December 31, 2000, 1999 and 1998, respectively.

First Golden provided resources and services to DSI. Revenues for these
services, which reduce general expenses incurred by the Companies, totaled
$223,000, $387,000, and $75,000 for the years ended December 31, 2000, 1999 and
1998, 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 $455,000 and $244,000 for the
years ended December 31, 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 $593,000 and $460,000 for
the years ended December 31, 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 $261,000 and $216,000 for
the years ended December 31, 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 $115,000 and $103,000 for the years
ended December 31, 2000 and 1999, respectively.

Generations-110929                     112
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

9.   RELATED PARTY TRANSACTIONS (continued)

In 2000, 1999, and 1998, the Companies received 11.3%, 10.0%, and 9.6% of total
premiums, net of reinsurance, for variable products sold through eight
affiliates as noted in the following table:

Year Ended December 31                            2000        1999        1998
                                                -------     -------     -------
                                                    (Dollars in thousands)
LSSI .......................................    $ 127.0     $ 168.5     $ 122.9
Vestax Securities Corporation ..............       47.2        88.1        44.9
DSI ........................................        1.4         2.5        13.6
Multi-Financial Securities Corporation .....       38.6        44.1        13.4
IFG Network Securities, Inc. ...............       23.1        25.8         3.7
Washington Square ..........................       44.6          --          --
Primevest ..................................        6.2          --          --
Compulife ..................................        2.7          --          --
                                                -------     -------     -------
Total ......................................    $ 290.8     $ 329.0     $ 198.5
                                                =======     =======     =======

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 $218.8 million. This was offset by a decrease in deferred
acquisition costs of $223.7 million. As at December 31, 2000, Golden American
also had a payable to Equitable Life of $16.3 million 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 Limited, an affiliate, covering variable annuity minimum
guaranteed death benefits and minimum guaranteed living benefits of variable
annuities issued on or after January 1, 2000. An irrevocable letter of credit
was obtained through Bank of New York in the amount of $10,500,000 related to
this agreement. Under this agreement, Golden American recorded a reinsurance
recoverable of $14.6 million at December 31, 2000.

Reciprocal Loan Agreement: Golden American maintains a reciprocal loan agreement
with ING America Insurance Holdings, Inc. ("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 $481,000,
$815,000 and $1,765,000 for the years ended December 31, 2000, 1999 and 1998,
respectively. At December 31, 2000, 1999 and 1998, Golden American did not have
any borrowings or receivables from ING AIH under this agreement.

Generations-110929                     113
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

9.   RELATED PARTY TRANSACTIONS (continued)

Line of credit: Golden American maintained a line of credit agreement with
Equitable to facilitate the handling of unusual and/or unanticipated short-term
cash requirements. Under this agreement, which became effective December 1, 1996
and expired December 31, 1997, Golden American could borrow up to $25,000,000.
Interest on any borrowings was charged at the rate of Equitable's monthly
average aggregate cost of short-term funds plus 1.00%. Under this agreement,
Golden American incurred interest expense of $211,000 for the year ended
December 31, 1998. The outstanding balance was paid by a capital contribution
and with funds borrowed from ING AIH.

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 $4,112,000 for the year
ended December 31, 2000. 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
$2,961,000 and $0 for the years ended December 31, 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 in 2000 and $1,469,000 in 1999. 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 2000 and 1999. Golden American
incurred no interest in 1998.

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 2000, unchanged from 1999 and
1998. 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).

Generations-110929                     114
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

9.   RELATED PARTY TRANSACTIONS (continued)

Stockholder's Equity: During 2000, 1999 and 1998, Golden American received
capital contributions from its Parent of $80,000,000, $121,000,000 and
$122,500,000, respectively. As at December 31, 2000, Golden American also had a
receivable of $35,000,000 from capital contributions made by its Parent.

10.  COMMITMENTS AND CONTINGENCIES

Reinsurance: At December 31, 2000, the Companies had reinsurance treaties with
six 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
$105,334,000, and $119,575,000 at December 31, 2000 and 1999, respectively. At
December 31, 2000 and 1999, the Companies have a net receivable of $33,973,000
and $14,834,000, respectively, for reserve credits, reinsurance claims, or other
receivables from these reinsurers comprised of $16,462,000 and $493,000,
respectively, for claims recoverable from reinsurers, $4,007,000 and $1,201,000,
respectively, for a payable for reinsurance premiums, and $21,518,000 and
$15,542,000, respectively, for a receivable from an unaffiliated reinsurer.
Included in the accompanying financial statements, excluding the modified
coinsurance agreements, are net considerations to reinsurers of $21,655,000,
$9,883,000 and $4,797,000 and net policy benefits recoveries of $8,927,000,
$3,059,000 and $2,170,000 for the years ended December 31, 2000, 1999 and 1998,
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, 2000, Golden American had received a total settlement of $218.8 million
under this agreement. The carrying value of the separate account liabilities
covered under this agreement represent 17.6% of total separate account
liabilities outstanding at December 31, 2000. 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 Limited, an affiliate, covering variable
annuity minimum guaranteed death benefits and guaranteed living benefits of
variable annuities issued on or after January 1, 2000. An irrevocable letter of
credit was obtained through Bank of New York in the amount of $10,500,000
related to this agreement.

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.

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 increased income by
$736,000, $1,729,000, $1,022,000 for the years ended December 31, 2000, 1999 and
1998, respectively.

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

Generations-110929                     115
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000

10.  COMMITMENTS AND CONTINGENCIES (continued)

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 $3,000, $3,000 and $1,123,000 for
the years ended December 31, 2000, 1999 and 1998, respectively. At December 31,
2000 and 1999, the Companies have an undiscounted reserve of $2,430,000, and
$2,444,000, respectively, to cover estimated future assessments (net of related
anticipated premium tax credits) and have established an asset totaling
$733,000, and $618,000, 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. A broker/dealer, having at least ten percent of total net premiums,
generated 11% of the Companies' sales in 2000 (28% and 26% by two broker/dealers
during 1999 and 1998, respectively). Two broker dealers, having at least ten
percent of total gross premiums, generated 21% of the Companies' sales in 2000
(30% and 27% by two broker/dealers during 1999 and 1998, respectively). The
Premium Plus product generated 71% of the Companies' sales during 2000 (79%
during 1999 and 63% during 1998).

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, 2000, 1999 and 1998, rent expense
totaled $2,874,000, $2,273,000, and $1,241,000, respectively. At December 31,
2000, minimum rental payments due under all non-cancelable operating leases with
initial terms of one year or more are: 2001 - $3,790,000; 2002 - $3,257,000;
2003 - $2,611,000; 2004 - $2,419,000; 2005 - $2,419,000, and 2006 and thereafter
- $38,700,000.

Revolving Note Payable: To enhance short-term liquidity, the Companies
established a revolving note payable with SunTrust Bank, Atlanta (the "Bank")
which expires July 30, 2001. 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, 2000, 1999 and 1998, the Companies incurred interest expense
of $87,000, $198,000 and $352,000, respectively. At December 31, 2000, there
were no amounts outstanding under this agreement. At December 31, 1999, the
Companies had a $1,400,000 note payable to the Bank under this agreement.

Generations-110929                     116
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--------------------------------------------------------------------------------
                       STATEMENT OF ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

TABLE OF CONTENTS

Table of Contents

     ITEM                                                                   PAGE
     Introduction ..........................................................   1
     Description of Golden American Life Insurance Company .................   1
     Safekeeping of Assets .................................................   1
     The Administrator .....................................................   1
     Independent Auditors ..................................................   1
     Distribution of Contracts .............................................   1
     Performance Information ...............................................   2
     IRA Partial Withdrawal Option .........................................  10
     Other Information .....................................................  10
     Financial Statements of Separate Account B ............................  11

--------------------------------------------------------------------------------
PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT OF
ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. ADDRESS
THE FORM TO OUR CUSTOMER SERVICE CENTER; THE ADDRESS IS SHOWN ON THE PROSPECTUS
COVER.

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

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

               --------------------------------------------------
               NAME

               --------------------------------------------------
               SOCIAL SECURITY NUMBER

               --------------------------------------------------
               STREET ADDRESS

               --------------------------------------------------
               CITY, STATE, ZIP

110929 GENERATIONS                                                    05/01/2001

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

GENERATIONS-110929                     117
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--------------------------------------------------------------------------------
                                   APPENDIX A
--------------------------------------------------------------------------------

                   CONDENSED FINANCIAL INFORMATION -- PRE-2001

Except for the Internet Tollkeeper, Pilgrim VP Magna Cap, Pilgrim VP Small Cap
Opportunities, Pilgrim VP Growth Opportunities, ProFund Bull, ProFund Small-Cap
and ProFund Europe 30 subaccounts which did not commence operations as of
December 31, 2000, the following tables give (1) the accumulation unit value
("AUV"), (2) the total number of accumulation units, and (3) the total
accumulation unit value for each subaccount of Golden American Separate Account
B available under the Contract for the indicated periods. The date on which the
subaccount became available to investors and the starting accumulation unit
value are indicated on the last row of each table.

For existing contract holders, if you do not know your contract category, please
refer to the letter accompanying this Prospectus. Beginning with the June 30,
2001 quarterly statement, your contract category will appear on each quarterly
statement.

--------------------------------------------------------------------------------
PRE-2001
--------------------------------------------------------------------------------

LIQUID ASSET

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $15.47            5,410,806        $ 83,710
------------------------------------------------------------------
1999                14.79            4,598,133          68,025
------------------------------------------------------------------
1998                14.33            1,952,242          27,967
------------------------------------------------------------------
1997                13.83              101,696           1,406
------------------------------------------------------------------
10/1/97             13.71                   --              --
------------------------------------------------------------------

LIMITED MATURITY BOND

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $17.76            1,303,669        $ 23,156
------------------------------------------------------------------
1999                16.72              940,181          15,721
------------------------------------------------------------------
1998                16.77              720,781          12,086
------------------------------------------------------------------
1997                15.91               38,074             606
------------------------------------------------------------------
10/1/97             15.72                   --              --
------------------------------------------------------------------

GENERATIONS-110929                      A1
CORE BOND
     (FORMERLY GLOBAL FIXED INCOME)

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $11.74              474,172        $  5,566
------------------------------------------------------------------
1999                11.79              292,517           3,450
------------------------------------------------------------------
1998                13.09              194,487           2,559
------------------------------------------------------------------
1997                11.87                7,237              86
------------------------------------------------------------------
10/1/97             11.99                   --              --
------------------------------------------------------------------

FULLY MANAGED

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $26.04            1,073,026        $ 27,937
------------------------------------------------------------------
1999                21.65              780,465          16,895
------------------------------------------------------------------
1998                20.53              556,245          11,421
------------------------------------------------------------------
1997                19.66               31,037             610
------------------------------------------------------------------
10/1/97             19.49                   --              --
------------------------------------------------------------------

TOTAL RETURN

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $20.75            3,415,453        $ 70,859
------------------------------------------------------------------
1999                18.06            2,884,515          52,094
------------------------------------------------------------------
1998                17.72            1,704,542          30,201
------------------------------------------------------------------
1997                16.10               81,050           1,305
------------------------------------------------------------------
10/1/97             15.82                   --              --
------------------------------------------------------------------

ASSET ALLOCATION GROWTH

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 9.38               32,480        $    305
------------------------------------------------------------------
10/2/00             10.00                   --              --
------------------------------------------------------------------

GENERATIONS-110929                     A2
EQUITY INCOME

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $23.91              674,697        $ 16,134
------------------------------------------------------------------
1999                21.47              532,282          11,430
------------------------------------------------------------------
1998                21.94              222,514           4,881
------------------------------------------------------------------
1997                20.55                4,916             101
------------------------------------------------------------------
10/1/97             20.55                   --              --
------------------------------------------------------------------

ALL CAP

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $11.59              815,482        $  9,455
------------------------------------------------------------------
2/1/00              10.00                   --              --
------------------------------------------------------------------

GROWTH AND INCOME

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 9.94              187,454        $  1,864
------------------------------------------------------------------
10/2/00             10.00                   --              --
------------------------------------------------------------------

REAL ESTATE

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $26.64              311,347        $  8,293
------------------------------------------------------------------
1999                20.62              149,810           3,089
------------------------------------------------------------------
1998                21.74              109,961           2,391
------------------------------------------------------------------
1997                25.48               11,847             302
------------------------------------------------------------------
10/1/97             25.25                   --              --
------------------------------------------------------------------

GENERATIONS-110929                     A3
VALUE EQUITY

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $19.46              940,524        $ 18,303
------------------------------------------------------------------
1999                18.14              496,259           9,004
------------------------------------------------------------------
1998                18.31              385,355           7,054
------------------------------------------------------------------
1997                18.28               22,178             405
------------------------------------------------------------------
10/1/97             18.85                   --              --
------------------------------------------------------------------

INVESTORS

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $11.26              233,760        $  2,633
------------------------------------------------------------------
2/1/00              10.00                   --              --
------------------------------------------------------------------

RISING DIVIDENDS

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $24.94            2,780,682        $ 69,337
------------------------------------------------------------------
1999                25.83            2,399,816          61,994
------------------------------------------------------------------
1998                22.61            1,611,109          36,427
------------------------------------------------------------------
1997                20.09               59,960           1,205
------------------------------------------------------------------
10/1/97             19.30                   --              --
------------------------------------------------------------------

MANAGED GLOBAL

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $20.19              445,734        $  9,000
------------------------------------------------------------------
5/1/00              10.00                   --              --
------------------------------------------------------------------

GENERATIONS-110929                     A4
LARGE CAP VALUE

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $10.55            1,239,661        $ 13,072
------------------------------------------------------------------
2/1/00              10.00                   --              --
------------------------------------------------------------------

HARD ASSETS

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $16.32              142,610        $  2,327
------------------------------------------------------------------
1999                17.37              154,438           2,683
------------------------------------------------------------------
1998                14.28              132,451           1,892
------------------------------------------------------------------
1997                20.57                4,076              84
------------------------------------------------------------------
10/1/97             24.00                   --              --
------------------------------------------------------------------

DIVERSIFIED MID- CAP

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 9.88              153,085        $  1,512
------------------------------------------------------------------
10/2/00             10.00                   --              --
------------------------------------------------------------------

RESEARCH

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $26.39            3,095,112        $ 81,691
------------------------------------------------------------------
1999                28.04            2,091,027          58,630
------------------------------------------------------------------
1998                22.89            1,574,116          36,032
------------------------------------------------------------------
1997                18.87               55,791           1,053
------------------------------------------------------------------
10/1/97             19.33                   --              --
------------------------------------------------------------------

GENERATIONS-110929                     A5
CAPITAL GROWTH

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $17.21            2,614,686        $ 45,001
------------------------------------------------------------------
1999                21.06            1,994,287          41,998
------------------------------------------------------------------
1998                17.01            1,361,746          23,164
------------------------------------------------------------------
1997                15.41               88,129           1,358
------------------------------------------------------------------
10/1/97             15.99                   --              --
------------------------------------------------------------------

CAPITAL APPRECIATION

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $25.17            1,341,657        $ 33,771
------------------------------------------------------------------
1999                30.11              653,805          19,686
------------------------------------------------------------------
1998                24.50              396,749           9,720
------------------------------------------------------------------
1997                22.05               12,544             277
------------------------------------------------------------------
10/1/97             21.95                                   --
------------------------------------------------------------------

SMALL CAP

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $18.40            2,684,096        $ 49,380
------------------------------------------------------------------
1999                22.82            1,581,170          36,085
------------------------------------------------------------------
1998                15.37              870,812          13,382
------------------------------------------------------------------
1997                12.88               54,096             697
------------------------------------------------------------------
10/1/97             13.85                   --              --
------------------------------------------------------------------

MID-CAP GROWTH

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $42.23            3,012,760        $127,241
------------------------------------------------------------------
1999                39.59            1,793,143          70,999
------------------------------------------------------------------
1998                22.43              813,120          18,235
------------------------------------------------------------------
1997                18.52               27,977             518
------------------------------------------------------------------
10/1/97             18.94                   --              --
------------------------------------------------------------------

GENERATIONS-110929                     A6
STRATEGIC EQUITY

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $18.92            2,251,308        $ 42,603
------------------------------------------------------------------
1999                21.92              760,911          16,680
------------------------------------------------------------------
1998                14.23              190,049           2,704
------------------------------------------------------------------
1997                14.31                6,763              97
------------------------------------------------------------------
10/1/97             14.14                   --              --
------------------------------------------------------------------

SPECIAL SITUATIONS

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 8.89               63,895        $    568
------------------------------------------------------------------
10/2/00             10.00                   --              --
------------------------------------------------------------------

GROWTH

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $22.02            7,101,141        $156,343
------------------------------------------------------------------
1999                28.62            4,175,527         119,507
------------------------------------------------------------------
1998                16.29            1,414,167          23,043
------------------------------------------------------------------
1997                13.03              108,480           1,414
------------------------------------------------------------------
10/1/97             15.18                   --              --
------------------------------------------------------------------

DEVELOPING WORLD

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 7.58              960,567        $  7,281
------------------------------------------------------------------
1999                11.61              786,425           9,131
------------------------------------------------------------------
1998                 7.28              273,192           1,990
------------------------------------------------------------------
2/19/98             10.00                   --              --
------------------------------------------------------------------

GENERATIONS-110929                     A7
PIMCO HIGH YIELD BOND

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $10.01            2,044,534        $ 20,465
------------------------------------------------------------------
1999                10.24            1,650,893          16,904
------------------------------------------------------------------
1998                10.08              581,273           5,859
------------------------------------------------------------------
5/1/98              10.00                   --              --
------------------------------------------------------------------

PIMCO STOCKSPLUS GROWTH
    AND INCOME

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $11.72            2,460,657        $ 28,838
------------------------------------------------------------------
1999                13.13            1,675,251          21,998
------------------------------------------------------------------
1998                11.11              568,785           6,320
------------------------------------------------------------------
5/1/98              10.00                   --              --
------------------------------------------------------------------

INTERNATIONAL EQUITY

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $11.37            2,373,172        $ 26,991
------------------------------------------------------------------
1999                15.57            1,916,285          29,828
------------------------------------------------------------------
1998                10.29            1,355,050          13,941
------------------------------------------------------------------
1997                 9.90               52,131             516
------------------------------------------------------------------
10/1/97             11.57                   --              --
------------------------------------------------------------------

PILGRIM GLOBAL BRAND NAMES
     (FORMERLY ING GLOBAL BRAND NAMES)

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 8.75               94,747        $    829
------------------------------------------------------------------
5/1/00              10.00                   --              --
------------------------------------------------------------------

GENERATIONS-110929                     A8
PRUDENTIAL JENNISON

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 7.85              116,977        $    918
------------------------------------------------------------------
5/1/00              10.00                   --              --
------------------------------------------------------------------

SP JENNISON INTERNATIONAL
GROWTH

------------------------------------------------------------------
                               STANDARD DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------

2000               $ 8.56               47,041        $    403
------------------------------------------------------------------
10/2/00             10.00                   --              --
------------------------------------------------------------------

GENERATIONS-110929                    A10
--------------------------------------------------------------------------------
                                   APPENDIX B
--------------------------------------------------------------------------------

                        MARKET VALUE ADJUSTMENT EXAMPLES

EXAMPLE #1: FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

     Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7 year guaranteed
interest period ("J") is 8%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1.   The contract value of the Fixed Interest Allocation on the date of
     surrender is
                                     3
          $124,230 ($100,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

                                                        2,555/365
3.   Market Value Adjustment = $124,230 x [(1.07/1.0850)         -1] = $11,535

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $112,695 ($124,230 - $11,535 ).

EXAMPLE #2: FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

     Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7 year guaranteed
interest period ("J") is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1.   The contract value of the Fixed Interest Allocation on the date of
     surrender is
                                     3
          $124,230 ($100,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

                                                        2,555/365
3.   Market Value Adjustment = $124,230 x [(1.07/1.0650)         -1] = $4,141

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $128,371 ($124,230 + $4,141 ).

EXAMPLE #3: WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a withdrawal of $112,695 is requested 3
years into the guaranteed interest period; that the then Index Rate ("J") for a
7 year guaranteed interest period is 8%; and that no prior transfers or
withdrawals affecting this Fixed Interest Allocation have been made.

GENERATIONS-110929                     B1
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

1.   The contract value of the Fixed Interest Allocation on the date of
     withdrawal is
                                      3
          $248,459 ( $200,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

3.   Amount that must be withdrawn =
                                                         2,555/365
                              [ $112,695 / (1.07/1.0850)          ] = $124,230

     Then calculate the Market Value Adjustment on that amount.

4.   Market Value Adjustment =
                                                       2,555/365
                              $124,230 x [(1.07/1.0850)          -1] = $11,535

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $112,695, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $112,695, and also reduced by the Market Value
Adjustment of $11,535, for a total reduction in the Fixed Interest Allocation of
$124,230.

EXAMPLE #4: WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate of 7%; that a withdrawal of $128,371 requested 3 years into
the guaranteed interest period; that the then Index Rate ("J") for a 7 year
guaranteed interest period is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

     First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

1.   The contract value of Fixed Interest Allocation on the date of surrender is
                                     3
          $248,459 ( $200,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

3.   Amount that must be withdrawn =
                                                         2,555/365
                                 [$128,371 /(1.07/1.0650)         ] = $124,230

     Then calculate the Market Value Adjustment on that amount.

                                                        2,555/365
4.   Market Value Adjustment = $124,230 x [(1.07/1.0650)          -1] = $4,141

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,371, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $128,371, but increased by the Market Value
Adjustment of $4,141, for a total reduction in the Fixed Interest Allocation of
$124,230.

GENERATIONS-110929                     B2
--------------------------------------------------------------------------------
                                   APPENDIX C
--------------------------------------------------------------------------------

                 SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third contract
years, for total premium payments under the Contract of $30,000. It also assumes
a withdrawal at the beginning of the fifth contract year of 30% of the contract
value of $35,000.

In this example, $8,000 (0.10 x $30,000 + $5,000 earnings) is the maximum free
withdrawal amount that you may withdraw during the contract year without a
surrender charge. The total withdrawal would be $10,500 ($35,000 x .30).
Therefore, $2,500 (10,500 - 8,000) is considered an excess withdrawal of a part
of the initial premium payment of $10,000 and would be subject to a 4% surrender
charge of $100 ($2,500 x .04). This example does not take into account any
Market Value Adjustment or deduction of any premium taxes.

GENERATIONS-110929                     C1
This page intentionally left blank.
--------------------------------------------------------------------------------
                                   APPENDIX D
--------------------------------------------------------------------------------

          WITHDRAWAL ADJUSTMENT FOR 7% SOLUTION DEATH BENEFIT EXAMPLES

EXAMPLE #1: THE CONTRACT VALUE (AV) IS LOWER THAN THE DEATH BENEFIT

     Assume a premium payment of $100,000, AV at the time of withdrawal of
$87,000 and a 7% Solution minimum guarantee death benefit ("MGDB") at the time
of withdrawal of $127,000. A total withdrawal of $27,000 is made. The withdrawal
is a combination of Special Withdrawal and Pro rata Withdrawal.

Calculate the Effect of the Withdrawal

          1.   The Special Withdrawal is $7,000 (7% of $100,000).

               MGDB after Special Withdrawal = $120,000 ($127,000 - $7,000)

               AV after Special Withdrawal = $80,000 ($87,000 - $7,000)

               The Pro rata Withdrawal is $20,000 ($27,000 - $7,000).

          2.   Pro rata Withdrawal Adjustment to MGDB = $30,000 ($120,000 *
               ($20,000 / $80,000))

               MGDB after Pro rata Withdrawal = $90,000 ($120,000 - $30,000)

               AV after Pro rata Withdrawal = $60,000 ($80,000 - $20,000)

EXAMPLE #2: THE CONTRACT VALUE (AV) IS GREATER THAN THE DEATH BENEFIT

     Assume a premium payment of $100,000, AV at the time of withdrawal of
$167,000 and a 7% Solution minimum guarantee death benefit ("MGDB") at the time
of withdrawal of $127,000. A total withdrawal of $27,000 is made. The withdrawal
is a combination of Special Withdrawal and Pro rata Withdrawal.

Calculate the Effect of the Withdrawal

          1.   The Special Withdrawal is $7,000 (7% of $100,000).

               MGDB after Special Withdrawal = $120,000 ($127,000 - $7,000)

               AV after Special Withdrawal = $160,000 ($167,000 - $7,000)

               The Pro rata Withdrawal is $20,000 ($27,000 - $7,000).

          2.   Pro rata Withdrawal Adjustment to MGDB = $15,000 ($120,000 *
               ($20,000 / $160,000))

               MGDB after Pro rata Withdrawal = $105,000 ($120,000 - $15,000)

               AV after Pro rata Withdrawal = $140,000 ($160,000 - $20,000)

GENERATIONS-110929                     D1
EXAMPLE #3: THE CONTRACT VALUE (AV) IS EQUAL TO THE DEATH BENEFIT

     Assume a premium payment of $100,000, AV at the time of withdrawal of
$127,000 and a 7% Solution minimum guarantee death benefit ("MGDB") at the time
of withdrawal of $127,000. A total withdrawal of $27,000 is made. The withdrawal
is a combination of Special Withdrawal and Pro rata Withdrawal.

Calculate the Effect of the Withdrawal

          1.   The Special Withdrawal is $7,000 (7% of $100,000).

               MGDB after Special Withdrawal = $120,000 ($127,000 - $7,000)

               AV after Special Withdrawal = $120,000 ($127,000 - $7,000)

               The Pro rata Withdrawal is $20,000 ($27,000 - $7,000).

          2.   Pro rata Withdrawal Adjustment to MGDB = $20,000 ($120,000 *
               ($20,000 / $120,000))

               MGDB after Pro rata Withdrawal = $100,000 ($120,000 - $20,000)

               AV after Pro rata Withdrawal = $100,000 ($120,000 - $20,000)

GENERATIONS-110929                           D2
--------------------------------------------------------------------------------
                                   APPENDIX E
--------------------------------------------------------------------------------

              DEATH BENEFITS FOR CATEGORY PRE-2001 CONTRACT OWNERS

Your death benefits and mortality and expense risk charge depend on the category
of contract owners to which you belong and on the death benefit that you chose.
There are two categories of contract owners covered by the Prospectus. For ease
of reference, they are called Pre- 2001 and Yr-2001.

     Pre-2001: Contracts, whenever purchased, which offer one death benefit
               option (as approved in the state of issue at the time of
               purchase).

     Yr-2001:  Contracts purchased on or after January 2, 2001 which offer five
               death benefit options (as approved in the state of issue at the
               time of purchase).

The purpose of this Appendix E is to describe the death benefits and the
mortality and expense risk charges applicable to contract owners in Pre-2001.
The death benefits and mortality and expense risk charges for contract owners in
Yr-2001 are described in the Prospectus. OTHER THAN AS SPECIFIED BELOW, PLEASE
SEE THE PROSPECTUS FOR A FULL DESCRIPTION OF YOUR DEATH BENEFIT OPTIONS AND
OTHER CONTRACT FEATURES. CAPITALIZED TERMS HAVE THE SAME MEANING AS DESCRIBED IN
THE PROSPECTUS.

DEATH BENEFIT
If you die before the annuity start date, we determine the death benefit as
follows.

If you are age 67 or younger at the time of purchase, the death benefit is the
greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract after subtracting
          any withdrawals;

     3)   the cash surrender value; or

     4)   the highest contract value (plus subsequent premiums less subsequent
          withdrawals) determined on every contract anniversary on or before
          your death beginning with the 8th anniversary and ending on the last
          anniversary prior to you attaining age 76.

If you are between ages 68 and 75 at the time of purchase, the death benefit is
the greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract after subtracting
          any withdrawals;

     3)   the cash surrender value; or

     4)   the contract value (plus subsequent premiums less subsequent
          withdrawals) determined on the 8th contract anniversary but on or
          before your death.

If you are age 76 or older at the time of purchase, the death benefit is the
greater of:

     1)   the contract value; or

     2)   the cash surrender value.

Note:  In all cases described above, the amount of the death benefit could be
       reduced by premium taxes owed and withdrawals not previously deducted.

GENERATIONS-110929                     E1
MORTALITY AND EXPENSE RISK CHARGE
The mortality and expense risk charge and the asset-based administrative charge,
on an annual basis, for Category Pre-Year 2001 contract owners are as follows:

     Mortality & Expense Risk Charge ..........    1.25%
     Asset-Based Administrative Charge ........    0.15%
                                                   -----
          Total................................    1.40%

The charge is deducted each business day at the rate of .003446% for each day
since the previous business day.

EXPENSE EXAMPLES FOR PRE-2001
The following four examples are designed to show you the expenses you would pay
on a $1,000 investment that earns 5% annually. The examples reflect the
deduction of a mortality and expense risk charge, an asset-based administrative
charge, and the annual contract administrative charge as an annual charge of
0.05% of assets (based on a average contract value of $60,000). Examples 1 and 2
also assume you elected the earnings multiplier benefit rider with a charge of
0.30% annually. Note that surrender charges may apply if you choose to annuitize
your Contract within the first 5 contract years, and under certain
circumstances, within the first 8 contract years. Thus, in the event you
annuitize your Contract under circumstances which require a surrender charge,
you should refer to Example 1 and 3 below which assumes applicable surrender
charges.

GENERATIONS-110929                     E2
Example 1:
If you surrender your Contract at the end of the applicable time period and
elected the earnings multiplier benefit rider, you would pay the following
expenses for each $1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $103     $132      $163      $264
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $103     $132      $163      $264
--------------------------------------------------------------------------------
     Core Bond                             $108     $146      $186      $309
--------------------------------------------------------------------------------
     Fully Managed                         $107     $144      $183      $303
--------------------------------------------------------------------------------
     Total Return                          $107     $142      $180      $297
--------------------------------------------------------------------------------
     Asset Allocation Growth               $108     $146      $186      $309
--------------------------------------------------------------------------------
     Equity Income                         $107     $144      $183      $303
--------------------------------------------------------------------------------
     All Cap                               $108     $146      $186      $309
--------------------------------------------------------------------------------
     Growth and Income                     $109     $149      $191      $319
--------------------------------------------------------------------------------
     Real Estate                           $107     $144      $183      $303
--------------------------------------------------------------------------------
     Value Equity                          $107     $144      $183      $303
--------------------------------------------------------------------------------
     Investors                             $108     $146      $186      $309
--------------------------------------------------------------------------------
     International Equity                  $110     $153      $198      $333
--------------------------------------------------------------------------------
     Rising Dividends                      $107     $144      $183      $303
--------------------------------------------------------------------------------
     Managed Global                        $110     $153      $198      $333
--------------------------------------------------------------------------------
     Large Cap Value                       $108     $146      $186      $309
--------------------------------------------------------------------------------
     Hard Assets                           $107     $144      $183      $303
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $108     $146      $186      $309
--------------------------------------------------------------------------------
     Research                              $107     $142      $180      $297
--------------------------------------------------------------------------------
     Capital Growth                        $108     $145      $185      $308
--------------------------------------------------------------------------------
     Capital Appreciation                  $107     $144      $183      $303
--------------------------------------------------------------------------------
     Small Cap                             $107     $144      $183      $303
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $107     $142      $180      $297
--------------------------------------------------------------------------------
     Strategic Equity                      $107     $144      $183      $303
--------------------------------------------------------------------------------
     Special Situations                    $109     $149      $191      $319
--------------------------------------------------------------------------------
     Growth                                $108     $145      $185      $308
--------------------------------------------------------------------------------
     Developing World                      $115     $168      $222      $378
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $116     $171      $227      $387
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $105     $138      $173      $284
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $104     $135      $168      $274
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG PINCUS TRUST
     International Equity                  $116     $169      $225      $383

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $110     $152      $197      $330
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $108     $147      $187      $312
--------------------------------------------------------------------------------
     SP Jennison International Growth      $114     $164      $216      $368
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $109     $148      $190      $318
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $109     $148      $190      $318
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $109     $148      $190      $318

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $116     $169      $224      $382
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $116     $169      $224      $382
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $115     $167      $222      $377
--------------------------------------------------------------------------------

GENERATIONS-110929                     E3
Example 2:
If you do not surrender your Contract at the end of the applicable time period
and elected the earnings multiplier benefit rider, you would pay the following
expenses for each $1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $ 23     $ 72      $123      $264
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $ 23     $ 72      $123      $264
--------------------------------------------------------------------------------
     Core Bond                             $ 28     $ 86      $146      $309
--------------------------------------------------------------------------------
     Fully Managed                         $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Total Return                          $ 27     $ 82      $140      $297
--------------------------------------------------------------------------------
     Asset Allocation Growth               $ 28     $ 86      $146      $309
--------------------------------------------------------------------------------
     Equity Income                         $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     All Cap                               $ 28     $ 86      $146      $309
--------------------------------------------------------------------------------
     Growth and Income                     $ 29     $ 89      $151      $319
--------------------------------------------------------------------------------
     Real Estate                           $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Value Equity                          $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Investors                             $ 28     $ 86      $146      $309
--------------------------------------------------------------------------------
     International Equity                  $ 30     $ 93      $158      $333
--------------------------------------------------------------------------------
     Rising Dividends                      $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Managed Global                        $ 30     $ 93      $158      $333
--------------------------------------------------------------------------------
     Large Cap Value                       $ 28     $ 86      $146      $309
--------------------------------------------------------------------------------
     Hard Assets                           $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $ 28     $ 86      $146      $309
--------------------------------------------------------------------------------
     Research                              $ 27     $ 82      $140      $297
--------------------------------------------------------------------------------
     Capital Growth                        $ 28     $ 85      $145      $308
--------------------------------------------------------------------------------
     Capital Appreciation                  $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Small Cap                             $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $ 27     $ 82      $140      $297
--------------------------------------------------------------------------------
     Strategic Equity                      $ 27     $ 84      $143      $303
--------------------------------------------------------------------------------
     Special Situations                    $ 29     $ 89      $151      $319
--------------------------------------------------------------------------------
     Growth                                $ 28     $ 85      $145      $308
--------------------------------------------------------------------------------
     Developing World                      $ 35     $108      $182      $378
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $ 36     $111      $187      $387
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $ 25     $ 78      $133      $284
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG PINCUS TRUST
     International Equity                  $ 36     $109      $185      $383

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $ 30     $ 92      $157      $330
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $ 28     $ 87      $147      $312
--------------------------------------------------------------------------------
     SP Jennison International Growth      $ 34     $104      $176      $368
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $ 29     $ 88      $150      $318
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $ 29     $ 88      $150      $318

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $ 36     $109      $184      $382
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $ 36     $109      $184      $382
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $ 35     $107      $182      $377
--------------------------------------------------------------------------------

GENERATIONS-110929                     E4
Example 3:
If you surrender your Contract at the end of the applicable time period and did
not elect the earnings multiplier benefit rider, you would pay the following
expenses for each $1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $100     $123      $148      $233
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $100     $123      $148      $233
--------------------------------------------------------------------------------
     Core Bond                             $105     $137      $171      $280
--------------------------------------------------------------------------------
     Fully Managed                         $104     $135      $168      $274
--------------------------------------------------------------------------------
     Total Return                          $104     $133      $165      $268
--------------------------------------------------------------------------------
     Asset Allocation Growth               $105     $137      $171      $280
--------------------------------------------------------------------------------
     Equity Income                         $104     $135      $168      $274
--------------------------------------------------------------------------------
     All Cap                               $105     $137      $171      $280
--------------------------------------------------------------------------------
     Growth and Income                     $106     $140      $176      $290
--------------------------------------------------------------------------------
     Real Estate                           $104     $135      $168      $274
--------------------------------------------------------------------------------
     Value Equity                          $104     $135      $168      $274
--------------------------------------------------------------------------------
     Investors                             $105     $137      $171      $280
--------------------------------------------------------------------------------
     International Equity                  $107     $144      $183      $304
--------------------------------------------------------------------------------
     Rising Dividends                      $104     $135      $168      $274
--------------------------------------------------------------------------------
     Managed Global                        $107     $144      $183      $304
--------------------------------------------------------------------------------
     Large Cap Value                       $105     $137      $171      $280
--------------------------------------------------------------------------------
     Hard Assets                           $104     $135      $168      $274
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $105     $137      $171      $280
--------------------------------------------------------------------------------
     Research                              $104     $133      $165      $268
--------------------------------------------------------------------------------
     Capital Growth                        $105     $136      $171      $279
--------------------------------------------------------------------------------
     Capital Appreciation                  $104     $135      $168      $274
--------------------------------------------------------------------------------
     Small Cap                             $104     $135      $168      $274
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $104     $133      $165      $268
--------------------------------------------------------------------------------
     Strategic Equity                      $104     $135      $168      $274
--------------------------------------------------------------------------------
     Special Situations                    $106     $140      $176      $290
--------------------------------------------------------------------------------
     Growth                                $105     $136      $171      $279
--------------------------------------------------------------------------------
     Developing World                      $112     $159      $208      $351
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $113     $162      $213      $360
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $102     $129      $158      $253
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $101     $126      $153      $243
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG PINCUS TRUST
     International Equity                  $108     $146      $186      $309

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $107     $143      $182      $301
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $105     $138      $173      $283
--------------------------------------------------------------------------------
     SP Jennison International Growth      $111     $155      $202      $340
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $106     $139      $176      $289
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $106     $139      $176      $289
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $106     $139      $176      $289

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $113     $160      $210      $355
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $113     $160      $210      $355
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $112     $159      $207      $350
--------------------------------------------------------------------------------

GENERATIONS-110929                     E5
Example 4:
If you do not surrender your Contract at the end of the applicable time period
and did not elect the earnings multiplier benefit rider, you would pay the
following expenses for each $1,000 invested:

--------------------------------------------------------------------------------
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------

     THE GCG TRUST
     Liquid Asset                          $ 20     $ 63      $108      $233
--------------------------------------------------------------------------------
     Limited Maturity Bond                 $ 20     $ 63      $108      $233
--------------------------------------------------------------------------------
     Core Bond                             $ 25     $ 77      $131      $280
--------------------------------------------------------------------------------
     Fully Managed                         $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Total Return                          $ 24     $ 73      $125      $268
--------------------------------------------------------------------------------
     Asset Allocation Growth               $ 25     $ 77      $131      $280
--------------------------------------------------------------------------------
     Equity Income                         $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     All Cap                               $ 25     $ 77      $131      $280
--------------------------------------------------------------------------------
     Growth and Income                     $ 26     $ 80      $136      $290
--------------------------------------------------------------------------------
     Real Estate                           $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Value Equity                          $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Investors                             $ 25     $ 77      $131      $280
--------------------------------------------------------------------------------
     International Equity                  $ 27     $ 84      $143      $304
--------------------------------------------------------------------------------
     Rising Dividends                      $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Managed Global                        $ 27     $ 84      $143      $304
--------------------------------------------------------------------------------
     Large Cap Value                       $ 25     $ 77      $131      $280
--------------------------------------------------------------------------------
     Hard Assets                           $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Diversified Mid-Cap                   $ 25     $ 77      $131      $280
--------------------------------------------------------------------------------
     Research                              $ 24     $ 73      $125      $268
--------------------------------------------------------------------------------
     Capital Growth                        $ 25     $ 76      $131      $279
--------------------------------------------------------------------------------
     Capital Appreciation                  $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Small Cap                             $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Mid-Cap Growth                        $ 24     $ 73      $125      $268
--------------------------------------------------------------------------------
     Strategic Equity                      $ 24     $ 75      $128      $274
--------------------------------------------------------------------------------
     Special Situations                    $ 26     $ 80      $136      $290
--------------------------------------------------------------------------------
     Growth                                $ 25     $ 76      $131      $279
--------------------------------------------------------------------------------
     Developing World                      $ 32     $ 99      $168      $351
--------------------------------------------------------------------------------
     Internet Tollkeeper                   $ 33     $102      $173      $360
--------------------------------------------------------------------------------

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond                 $ 22     $ 69      $118      $253
--------------------------------------------------------------------------------
     PIMCO StocksPLUS Growth and Income    $ 21     $ 66      $113      $243
--------------------------------------------------------------------------------

     CREDIT SUISSE WARBURG PINCUS TRUST
     International Equity                  $ 28     $ 86      $146      $309

     PILGRIM VARIABLE INSURANCE TRUST
--------------------------------------------------------------------------------
     Pilgrim Global Brand Names            $ 27     $ 83      $142      $301
--------------------------------------------------------------------------------

     THE PRUDENTIAL SERIES FUND
     Prudential Jennison                   $ 25     $ 78      $133      $283
--------------------------------------------------------------------------------
     SP Jennison International Growth      $ 31     $ 95      $162      $340
--------------------------------------------------------------------------------

     PILGRIM VARIABLE PRODUCTS TRUST
     Pilgrim VP MagnaCap                   $ 26     $ 79      $136      $289
--------------------------------------------------------------------------------
     Pilgrim VP SmallCap Opportunities     $ 26     $ 79      $136      $289
--------------------------------------------------------------------------------
     Pilgrim VP Growth Opportunities       $ 26     $ 79      $136      $289

     PROFUNDS
--------------------------------------------------------------------------------
     ProFund VP Bull                       $ 33     $100      $170      $355
--------------------------------------------------------------------------------
     ProFund VP Small-Cap                  $ 33     $100      $170      $355
--------------------------------------------------------------------------------
     ProFund VP Europe 30                  $ 32     $ 99      $167      $350
--------------------------------------------------------------------------------

GENERATIONS-110929                     E6
DEATH BENEFIT FOR EXCLUDED FUNDS
We will be designating certain investment portfolios as "Excluded Funds."
Excluded Funds will include certain investment portfolios that, due to their
volatility, will be excluded from the death benefit guarantees that might
otherwise be provided. We may add new portfolios as Excluded Funds. We may also
reclassify an existing portfolio as an Excluded Fund or remove such
classification upon 30 days notice to you. Such reclassification will apply only
to amounts transferred or otherwise added to such portfolio after the effective
date of the reclassification. Investment in Excluded Funds will impact your
death benefit.

For the period of time, and to the extent, that you allocate premium or contract
value to Excluded Funds, your death benefit attributable to that allocation will
equal the contract value of that allocation. Any guarantee of death benefit in
excess of contract value otherwise provided with regard to allocations to
Non-Excluded Funds, does not apply to allocations to Excluded Funds. The death
benefit provided under the Contract may be reduced to the extent that you
allocate premium or contract value to Excluded Funds.

Transfers from Excluded Funds to Non-Excluded funds will reduce all death
benefit components for Excluded Funds on a pro rata basis. Except with respect
to any maximum guaranteed death benefit, the resulting increase in the
Non-Excluded Funds death benefit component will equal the lesser of the
reduction in the death benefit for Excluded Funds and the contract value
transferred. With respect to the maximum guaranteed death benefit, where
applicable, the resulting increase in the Non-Excluded Funds maximum guaranteed
death benefit will equal the reduction in the maximum guaranteed death benefit
for Excluded Funds.

Transfers from Non-Excluded Funds to Excluded Funds will reduce the Non-Excluded
Funds death benefit components on a pro rata basis. The resulting increase in
the death benefit components of Excluded Funds will equal the reduction in the
Non-Excluded Funds death benefit components.

Adjustments for transfers involving both Excluded Funds and Special Funds will
be calculated separately from adjustments for transfers involving Excluded Funds
and Non-Special Funds, where applicable.

GENERATIONS-110929                     E7
ING VARIABLE ANNUITIES

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

Golden American Life Insurance Company is a stock company domiciled in Delaware.
--------------------------------------------------------------------------------

110929   GENERATIONS                                                  05/01/2001
PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The following provisions regarding the Indemnification of Directors and Officers
of the Registrant are applicable:

     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND INCORPORATORS

     Delaware  General  Corporation  Law,  Title 8,  Section 145  provides  that
     corporations   incorporated  in  Delaware  may  indemnify  their  officers,
     directors, employees or agents for threatened, pending or past legal action
     by reason of the fact  he/she is or was a  director,  officer,  employee or
     agent.  Such  indemnification  is provided for under the Company's  By-Laws
     under Article VI. Indemnification  includes all liability and loss suffered
     and  expenses  (including  attorneys'  fees)  reasonably  incurred  by such
     indemnitee.  Prepayment of expenses is permitted, however, reimbursement is
     required if it is ultimately  determined  that  indemnification  should not
     have been given.

     DIRECTORS' AND OFFICERS' INSURANCE

     The directors,  officers,  and employees of the registrant,  in addition to
     the  indemnifications  described above, are indemnified through the blanket
     liability insurance policy of Registrant's ultimate parent, ING Groep N.V.,
     or directly by  Equitable  of Iowa  Companies,  Inc.  for  liabilities  not
     covered through the indemnification provided under the By-Laws.

     SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION

     Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     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  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES

Not Applicable.
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  EXHIBITS.

     1     Underwriting Agreement Between Golden American Life
            Insurance Company and Directed Services, Inc. (1)

     3(a)(i) Restated Certificate of Incorporation of Golden American
             Life Insurance Company.  (4)

     3(a)(ii) Certificate of Amendment of the Restated Articles of
              Incorporation of Golden American Life Insurance Company. (4)

     3(b)  By-Laws of Golden American Life Insurance Company. (4)

     3(c)  Resolution of Board of Directors for Powers of Attorney. (4)

     4(a)  Individual Deferred Combination Variable and Fixed Annuity
            Contract. (4)

     4(b)  Group Deferred Combination Variable and Fixed Annuity Contract. (4)

     4(c)  Individual Deferred Variable Annuity Contract. (4)

     4(d)  Individual Retirement Annuity Rider Page. (1)

     4(e)  Individual Deferred Combination Variable and Fixed
            Annuity Application. (5)

     4(f)  Group Deferred Combination Variable and Fixed
            Annuity Enrollment Form. (5)

     4(g)  Individual Deferred Variable Annuity Application. (5)

     4(h)  Roth Individual Retirement Annuity Rider. (2)

     4(i)  Minimum Guaranteed Accumulation Benefit Rider (9)

     4(j)  Minimum Guaranteed Income Benefit Rider (9)

     4(k)  Minimum Guaranteed Withdrawal Benefit Rider (9)

     4(l)  Earnings Enhancement Death Benefit Rider (9)

     5     Opinion and Consent of Myles R. Tashman.

     10(a) Participation Agreement between Golden American
            and PIMCO Variable Insurance Trust. (4)

     10(b) Administrative Services Agreement between Golden American
            and Equitable Life Insurance Company of Iowa. (3)

     10(c) Service Agreement between Golden American and Directed
            Services, Inc. (3)

     10(d) Asset Management Agreement between Golden American and
            ING Investment Management LLC. (4)

     10(e) Reciprocal Loan Agreement between Golden American and
            ING America Insurance Holdings, Inc. (4)

     10(f) Revolving Note Payable between Golden American and
            SunTrust Bank.  (4)

     10(g) Participation Agreement between Golden American
            and Warburg Pincus Trust.  (4)

     10(h) Surplus Note, dated 12/17/96, between Golden American and
            Equitable of Iowa Companies. (6)

     10(i) Surplus Note, dated 12/30/98, between Golden American and
            Equitable Life Insurance Company of Iowa. (6)

     10(j) Surplus Note, dated 09/30/99, between Golden American and
            ING AIH. (6)

     10(k) Surplus Note, dated 12/08/99, between Golden American and
            First Columbine Life Insurance Company. (5)

     10(l) Surplus Note, dated 12/30/99, between Golden American and
            Equitable of Iowa Companies. (5)

     10(m) Participation Agreement between Golden American and
            Prudential Series Fund, Inc. (6)

     10(n) Participation Agreement between Golden American and
            ING Variable Insurance Trust. (6)

     10(o) Amendment to the Participation Agreement between Golden
            American and Prudential Series Fund, Inc. (8)

     10(p) Reinsurance Agreement, dated 06/30/00, between Golden
            American and Equitable Life Insurance Company of Iowa. (7)

     10(q) Renewal of Revolving Note Payable between Golden American
            and SunTrust Bank as of July 31, 2000 and expiring
            July 31, 2001. (7)

     10(r) Reinsurance Agreement, effective 01/01/00, between Golden
            American and Security Life of Denver International Limited (9)

     10(s) Letter of Credit between Security Life of Denver International
            Limited and The Bank of New York for the benefit of Golden
             American (9)

     10(t) Form of Participation Agreement between Golden American and
            Pilgrim Variable Products Trust (9)

     10(u) Form of Participation Agreement between Golden American and
            ProFunds (9)

     23(a) Consent of Sutherland, Asbill & Brennan LLP.

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

     23(c) Consent of Myles R. Tashman, incorporated in Item 5 of
            this Part II, together with the Opinion of Myles R. Tashman.

     24    Powers of Attorney.
(1)  Incorporated  herein by reference to Amendment  No. 1 to this  Registration
     Statement on Form S-1 for Golden  American  filed with the  Securities  and
     Exchange Commission on September 24, 1997 (File No. 333-28681).

(2)  Incorporated  herein by reference to Amendment  No. 2 to this  Registration
     Statement on Form S-1 for Golden  American  filed with the  Securities  and
     Exchange Commission on February 12, 1998 (File No. 333-28681).

(3)  Incorporated  herein by reference to Amendment  No. 3 to this  Registration
     Statement  for Golden  American  filed  with the  Securities  and  Exchange
     Commission on April 29, 1998 (File No. 333-28681).

(4)  Incorporated herein by reference to the Registration  Statement for Golden
     American  filed with the  Securities  and Exchange  Commission on April 23,
     1999 (File No. 333-76941).

(5)  Incorporated herein by reference to the Registration  Statement for Golden
     American filed with the  Securities and Exchange  Commission on January 27,
     2000 (File No. 333-95511).

(6)  Incorporated  herein by reference to Amendment  No. 1 to this  Registration
     Statement  for Golden  American  filed  with the  Securities  and  Exchange
     Commission on April 26, 2000 (File No. 333-95511).

(7)  Incorporated  herein by reference to Amendment  No. 2 to this  Registration
     Statement  for Golden  American  filed  with the  Securities  and  Exchange
     Commission on September 13, 2000 (File No. 333-95511).

(8)  Incorporated  herein by reference to Amendment  No. 3 to this  Registration
     Statement  for Golden  American  filed  with the  Securities  and  Exchange
     Commission on December 15, 2000 (File No. 333-95511).

(9)  Incorporated herein by reference to the Registration  Statement for Golden
     American  filed with the  Securities  and Exchange  Commission on April 23,
     2001 (File No. 333-59386).
(b)  FINANCIAL STATEMENT SCHEDULE.

    (1)  All financial statements are included in the Prospectus
          as indicated therein
    (2)  Schedules I, III and IV follow. All other schedules to the consolidated
         financial statements required by Article 7 of Regulation S-X are
         omitted because they are not applicable or because the information
         is included elsewhere in the consolidated financial statements or
         notes thereto.
SCHEDULE I
                                                       SUMMARY OF INVESTMENTS
                                              OTHER THAN INVESTMENTS IN RELATED PARTIES
                                                       (Dollars in thousands)

                                                                                                                      BALANCE
                                                                                                                        SHEET
   DECEMBER 31, 2000                                                                     COST(1)        VALUE          AMOUNT
------------------------------------------------------------------------------------------------------------------------------
TYPE OF INVESTMENT
   Fixed maturities, available for sale:
    Bonds:
      United States government and governmental agencies and
        authorities.........................................................            $18,607       $19,171          $19,171
      Public utilities......................................................             54,132        52,826           52,826
      Corporate securities..................................................            355,890       349,202          349,202
      Other asset-backed securities.........................................            223,787       224,122          224,122
      Mortgage-backed securities............................................            146,335       147,257          147,257
                                                                                  --------------------------------------------
      Total fixed maturities, available for sale............................            798,751       792,578          792,578

   Equity securities:
      Common stocks: industrial, miscellaneous, and all other...............              8,611         6,791            6,791

   Mortgage loans on real estate.........................................                99,916                         99,916
   Policy loans..........................................................                13,323                         13,323
   Short-term investments................................................               106,775                        106,775
                                                                                  ---------------                -------------
   Total investments.....................................................            $1,027,376                     $1,019,383
                                                                                  ===============                =============
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, 2000:

Life insurance    $635,147   $1,062,891      $6,817         $82   $144,877    $64,140     $200,031    $55,154    $143,300        --

YEAR ENDED DECEMBER 31, 1999:

Life insurance     528,957    1,033,701       6,300           8     82,935     59,169      182,221     33,119     (83,827)       --

YEAR ENDED DECEMBER 31, 1998:

Life insurance     204,979      881,112       3,840          --     39,119     42,485       96,968      5,148     (26,406)       --

*    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, 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              --
                                                ================================================================================

AT DECEMBER 31, 1998:
    Life insurance in force.................     $181,456,000    $111,552,000              --      $69,904,000              --
                                                ================================================================================
ITEM 17.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales 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 change 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.

(4)  That, for purposes of determining any liability under the Securities Act of
     1933,  each filing of the  registrant's  annual report  pursuant to Section
     13(a) or Section 15(d) of the Securities  Exchange Act of 1934 (and,  where
     applicable,  each  filing  of an  employee  benefit  plan's  annual  report
     pursuant to Section 15(d) of the  Securities  Exchange Act of 1934) that is
     incorporated by reference in the registration  statement 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.
SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, 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
22nd day of August, 2001.

                                     SEPARATE ACCOUNT B
                                      (Registrant)

                                By:  GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Depositor)

                                By:
                                     --------------------
                                     Robert C. Salipante*
                                     Chief Executive Officer

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

As required by the Securities Act of 1933, this Registration  Statement has been
signed by the following  persons in the  capacities  indicated on August 22,
2001.

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

                              Director and Chief Executive
--------------------          Officer of Depositor
Robert C. Salipante*

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

                DIRECTORS OF DEPOSITOR

----------------------
Robert C. Salipante*

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

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

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

----------------------
Phillip R. Lowery*

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

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

ITEM      EXHIBIT                                                     PAGE #
----      -------                                                     ------
5         Opinion and Consent of Myles R. Tashman                     EX-5

23(a)     Consent of Sutherland, Asbill & Brennan LLP                 EX-23.A

23(b)     Consent of Ernst & Young LLP, Independent Auditors          EX-23.B

24        Powers of Attorney                                          EX-24