GOLDEN AMERICAN LIFE INSURANCE CO /NY/
TAX SHARING AGREEMENT W/ ELI
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exha10k_galoo-12312002.txt
<DESCRIPTION>TAX SHARING AGREEMENT W/ ELI
<TEXT>

                              TAX SHARING AGREEMENT


THIS AGREEMENT is entered into by and between  Equitable Life Insurance  Company
of Iowa ("EQUITABLE"),  USG Annuity & Life Company ("USG"),  and Golden American
Life  Insurance  Company  ("Golden")(USG  and Golden  referred to herein as "the
Subsidiary").

                                   WITNESSETH:

WHEREAS,  EQUITABLE and the  Subsidiary are members of an affiliated  group,  as
that term is defined in Section  1504 of the Internal  Revenue Code of 1986,  as
amended (the "Code"),  which expects to file a  consolidated  federal income tax
return  for each  taxable  year  during  which  the  Subsidiary  are  includible
corporations qualified to so file; and

WHEREAS, it is desirable for the Subsidiary and EQUITABLE to enter into this Tax
Sharing Agreement  ("Agreement") to provide for the manner of computation of the
amounts  and  timing  of  payments  with  regard  thereto  by  EQUITABLE  to the
Subsidiary and by the Subsidiary to EQUITABLE, and various related matters;

NOW, THEREFORE, in consideration of the agreements contained herein and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

1.   AMOUNT OF PAYMENTS
     ------------------

     a.   GENERAL  - For each  taxable  year  during  which  the  Subsidiary  is
          included in a consolidated  federal income tax return with  EQUITABLE,
          the  Subsidiary  will pay to  EQUITABLE an amount equal to the regular
          federal income tax liability  (including  any interest,  penalties and
          other  additions to tax) that the Subsidiary  would pay on its taxable
          income if it were filing a separate,  unconsolidated return,  provided
          that (i) Tax Assets (as defined  herein) will be treated in accordance
          with subsection (b) of this section,  (ii)  intercompany  transactions
          will be treated in accordance  with income tax  regulations  governing
          intercompany  transactions in consolidated  returns and subject to any
          election which may be made by EQUITABLE with regard thereto; (iii) the
          Subsidiary's  payment  will  be  increased  to  the  extent  that  the
          Subsidiary  generates  Other Taxes,  as determined in accordance  with
          subsection (d) of this section;  (iv) such computation will be made as
          though the highest rate of tax specified in subsection  (b) of Section
          11 of the Code were the only rate set  forth in that  subsection,  and
          (v) such  computation  shall  reflect  the  positions,  elections  and
          accounting  methods used by EQUITABLE  in preparing  the  consolidated
          federal income tax return for EQUITABLE and the Subsidiary.

     b.   TAX  ASSETS - "Tax  Asset"  shall  mean any net  operating  loss,  net
          capital loss,  investment tax credit,  foreign tax credit,  charitable
          deduction, dividends received deduction or any other deduction, credit
          or tax  attribute  which  could  reduce  taxes.  Except as provided in
          subsection (c) of this section, for each taxable year during which the


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<PAGE>


          Subsidiary  is included in a  consolidated  federal  income tax return
          with  EQUITABLE,  EQUITABLE will pay to the Subsidiary an amount equal
          to the tax benefit of the  Subsidiary's  Tax Assets  generated in such
          year.   The  valuation  of  the  tax  benefit   attributable   to  the
          Subsidiary's  Tax  Assets  shall be made by  EQUITABLE,  and  shall be
          determined  without  regard to whether  such Tax  Assets are  actually
          utilized  in the  reduction  of the  consolidated  federal  income tax
          liability for any consolidated taxable year.

     c.   Separate  Return  Years - To the extent any  portion of a Tax Asset of
          the affiliated group is carried back to a  pre-consolidation  separate
          return year of the  Subsidiary  (whether by operation of law or at the
          discretion  of  EQUITABLE)  the  Subsidiary  shall not be  entitled to
          payment from  EQUITABLE with respect  thereto.  This shall be the case
          whether or not that the Subsidiary  actually  receives payment for the
          benefit of such Tax Asset from the Internal Revenue Service ("IRS") or
          from the parent of a former affiliated group.

     d.   Other  Taxes - For any  taxable  year in which  the  affiliated  group
          incurs  taxes  (other than the  alternative  minimum  tax) such as ITC
          recapture, environmental tax, etc. ("Other Taxes"), such taxes, to the
          extent  directly  allocable to  particular  members of the  affiliated
          group, will be paid by such members.  To the extent such taxes are not
          directly allocable to particular members of the affiliated group, such
          taxes will be paid by EQUITABLE  and/or the  Subsidiary  producing the
          attributes  that give rise to such taxes,  in the proportion that such
          attributes bear to the total amount of such attributes.

     e.   ALTERNATIVE  MINIMUM  TAX  ("AMT")  AND  RELATED  MINIMUM  TAX  CREDIT
          ("MTC")- For any taxable year in which the affiliated  group incurs an
          AMT or utilizes a MTC, the Subsidiary  producing the  attributes  that
          give rise to the AMT or MTC shall pay to, or receive  from,  EQUITABLE
          such AMT or MTC amount respectively. The calculation of the AMT or MTC
          shall be subject to a methodology  determined by EQUITABLE in its sole
          discretion,  provided,  however,  that any method adopted by EQUITABLE
          shall not be changed without prior notification to the Subsidiary. Any
          payments  required  under this  subsection are in addition to payments
          required under the previous subsections.

     f.   Unless specifically approved in writing, all payments made pursuant to
          this Agreement by the Subsidiary shall be made by the Subsidiary,  and
          not by any other company or business unit on behalf of the Subsidiary.

2.   INSTALLMENT PAYMENTS
     --------------------

     a.   DETERMINATION  AND TIMING - During  and  following  a taxable  year in
          which the Subsidiary is included in a consolidated  federal income tax
          return with  EQUITABLE,  it shall pay to  EQUITABLE,  or receive  from
          EQUITABLE,  as the case may be,  installment  payments  of the  amount
          determined  pursuant to section 1 of this  Agreement.  Payments  shall
          take place on the dates, on the bases of calculations,  and in amounts
          that produce cumulative installments, as follows:


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<PAGE>
<TABLE>
<CAPTION>


DATE                           BASIS OF CALCULATION                          CUMULATIVE INSTALLMENT
----                           --------------------                          ----------------------
<S>                            <C>                                           <C>
April 15                       Prior year annual financial statement         25% of tax liability as determined in prior
                                                                             year financial statements results updated for
                                                                             known adjustments

June 15                        March 31 three month financial statement      50% of tax liability as determined by current
                                                                             financial statement annualized results

September 15                   June 30 six month financial statement         75% of tax liability as determined by current
                                                                             financial statement annualized results

December 15                    September 30 nine month financial             100% of tax liability as determined by
                               statement                                     current financial statement annualized results

March 15                       Year-end annual financial statement           100% of tax liability as determined by actual
                                                                             financial statements results for prior year
                                                                             updated for known adjustments

Not earlier than September     Final tax return                              100% of tax liability for prior year
15 of the following year
</TABLE>


          The due dates,  basis of calculation and cumulative  installments  set
          forth above and made during a taxable year are intended to  correspond
          to   the   applicable    percentages   as   set   forth   in   Section
          6655(e)(2)(B)(ii)  of the Code.  Should  the Code be  amended to alter
          such provisions,  it is hereby agreed by the parties to this Agreement
          that the provisions will correspondingly change.  EQUITABLE may revise
          the schedule of installment payments set forth in this paragraph,  and
          may provide for annual rather than  quarterly  payments in cases where
          amounts due fall below a certain  threshold,  although any such change
          shall be prospective and shall not take effect prior to written notice
          to the Subsidiary.

     b.   Estimated  Taxes and  Other  Amounts -  EQUITABLE  shall pay  required
          installments of federal estimated taxes pursuant to Code section 6655,
          and such other amounts with respect to taxes shown on the consolidated
          return for the taxable year pursuant to any other applicable provision
          of the Code ("tax  payment"),  to the IRS on behalf of itself and each
          Subsidiary.  EQUITABLE  shall  have the sole  right to  determine  the
          amount of each such tax payment with respect to the affiliated group's
          tax liability for the taxable year.


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<PAGE>


     c.   ADDITIONAL  PAYMENTS  BY  SUBSIDIARY  - Should  the  amount of any tax
          payment  made  by  EQUITABLE  under  this  section  exceed  the sum of
          installment  payments  made by the  Subsidiary  for any  corresponding
          installment  date pursuant to section 2 of this  Agreement,  EQUITABLE
          may, in its sole  discretion,  determine  such  Subsidiary's  fair and
          reasonable  share of that excess,  and notify such Subsidiary  thereof
          and such  amount  shall be paid over to  EQUITABLE  within 15 business
          days of the date of notification by EQUITABLE.  Should  EQUITABLE make
          any tax payment to the IRS on a date that does not  correspond  to the
          installment  dates pursuant to section 2, the Subsidiary will pay over
          to  EQUITABLE an amount which  EQUITABLE  may in its sole  discretion,
          determine to be due from the Subsidiary.

     d.   Penalty in  Addition  to Tax - If a penalty or an  addition to tax for
          underpayment  of estimated  taxes is imposed on the  affiliated  group
          with respect to any  required  installment  under  section 6655 of the
          Code, EQUITABLE shall, in its sole discretion, determine the amount of
          the  Subsidiary's  share of such  penalty or  addition  to tax,  which
          amount shall be paid over to EQUITABLE  within 15 business days of the
          date of notification by EQUITABLE.

3.   ADJUSTED  RETURNS  - If any  adjustments  are  made to the  income,  gains,
     losses,  deductions or credits of the  affiliated  group for a taxable year
     during which the Subsidiary is a member, whether by reason of the filing of
     an amended return, or a claim for refund with respect to such taxable year,
     or an audit with  respect to such  taxable year by the IRS, the amounts due
     under this Agreement for such taxable year shall be  redetermined by taking
     into account such adjustments. If, as a result of such redetermination, any
     amounts due under this Agreement  shall differ from the amounts  previously
     paid,  then,  except as  provided  in  section 6  hereof,  payment  of such
     difference  shall be made by the Subsidiary to EQUITABLE or by EQUITABLE to
     the  Subsidiary,  as the  case  may be,  (a) in the  case of an  adjustment
     resulting in a refund or credit,  not later than thirty (30) days after the
     date on which such refund is received or credit is allowed  with respect to
     such  adjustment  or (b) in the  case  of an  adjustment  resulting  in the
     assertion  of a  deficiency,  not later  than  thirty  (30) days  after the
     Subsidiary  is  notified  of the  deficiency.  Any amounts due to or from a
     Subsidiary  under this  section  shall be  determined  with respect to such
     refund or deficiency and any penalties,  interest or other additions to tax
     which may be imposed. EQUITABLE shall indemnify the Subsidiary in the event
     the Internal Revenue Service levies upon the Subsidiary's assets for unpaid
     taxes in excess of the  amount  required  to be paid by the  Subsidiary  in
     relation to a consolidated federal income tax return filed pursuant to this
     Agreement.

4.   PROCEDURAL  MATTERS - EQUITABLE  shall  prepare  and file the  consolidated
     federal  income tax return and any other  returns,  documents or statements
     required to be filed with the IRS with respect to the  determination of the
     federal  income  tax  liability  of  the  affiliated  group.  In  its  sole
     discretion, EQUITABLE shall have the right with respect to any consolidated
     federal  income  tax  returns  which  it has  filed  or will  file,  (a) to
     determine  (i) the manner in which such  returns,  documents or  statements
     shall be prepared and filed, including,  without limitation,  the manner in
     which  any  item of  income,  gain,  loss,  deduction  or  credit  shall be
     reported,  (ii)  whether  any  extensions  may be  requested  and (iii) the


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<PAGE>


     elections that will be made by the Subsidiary,  (b) to contest,  compromise
     or settle any adjustment or deficiency proposed,  asserted or assessed as a
     result of any audit of such  returns  by the IRS,  (c) to file,  prosecute,
     compromise or settle any claim for refund and (d) to determine  whether any
     refunds to which the affiliated  group may be entitled shall be paid by way
     of refund or credited  against the tax liability of the  affiliated  group.
     Each  Subsidiary  hereby  irrevocably  appoints  EQUITABLE as its agent and
     attorney-in-fact to take such action (including the execution of documents)
     as EQUITABLE may deem appropriate to effect the foregoing.

5.   ADDITIONAL  MEMBERS - If future  subsidiaries  are  acquired or created and
     they  participate  in the  consolidated  federal  income tax  filing,  such
     subsidiary shall join in and be bound by this Agreement.  This section will
     also apply to  subsidiaries  that are not eligible  immediately to join the
     affiliated group, when they become eligible to join the affiliated group.

6.   COMPANIES LEAVING  EQUITABLE GROUP - Except as specifically  treated to the
     contrary  herein,  the Subsidiary shall be treated as having withdrawn from
     this Agreement when the Subsidiary  ceases to be a member of the affiliated
     group, or upon signing a letter of intent or a definitive agreement to sell
     the Subsidiary.  Notwithstanding any provision to the contrary in section 2
     hereof, amounts payable to or receivable from EQUITABLE shall be recomputed
     with  respect to the  Subsidiary,  including  an estimate of the  remaining
     taxes actually  payable or receivable  upon the filing of the  consolidated
     tax return for the year of withdrawal, as of the last day the Subsidiary is
     a member of the affiliated group. Any amounts so computed as due to or from
     EQUITABLE  to or from an  existing  Subsidiary  shall be paid  prior to its
     leaving the group,  provided,  however,  that any  deficiency  or excess of
     taxes  determined  on the  basis of the tax  return  filed  for the year of
     withdrawal,  and paid to or from EQUITABLE  related to the tax liability of
     the  Subsidiary  for the portion of the year of withdrawal  during which it
     had been a member of the affiliated group,  shall be settled not later than
     November 15 of the year  following the year of the date of  withdrawal,  in
     accordance with section 2 of this Agreement.

     The extent to which  EQUITABLE or such  Subsidiary is entitled to any other
     payments  as a result of  adjustments,  as  provided  in  section 3 hereof,
     determined after the Subsidiary has left the affiliated group but affecting
     any taxable year during which this  Agreement was in effect with respect to
     EQUITABLE and the Subsidiary,  shall be provided for pursuant to a separate
     written agreement  between EQUITABLE and the Subsidiary,  or its new owner,
     or in the absence of such agreement, pursuant to the provision of section 3
     hereof.  Tax benefits arising from the Tax Assets of the Subsidiary carried
     back  to  tax  years  during  which  the  Subsidiary  was a  member  of the
     affiliated   group  shall  not  be  refunded  to  the  Subsidiary,   unless
     specifically  provided for pursuant to a separate written agreement between
     EQUITABLE and the Subsidiary, or its new owner.

     In the  case of any  Tax  Asset  of the  Subsidiary  (i)  that  arose  in a
     consolidated  taxable year during  which it was a member of the  affiliated
     group,  (ii) for which the  Subsidiary  was paid by  EQUITABLE  pursuant to
     Section 1(b) of this  Agreement,  and (iii) which has not been  utilized in
     the  reduction  of the  consolidated  federal  income tax  liability of the
     affiliated  group for any  consolidated  taxable period ending on or before
     the date that the Subsidiary  leaves the group,  the Subsidiary shall repay


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<PAGE>


     to  EQUITABLE  prior to the time it leaves  the group the amount of the tax
     benefit previously received with respect to the Tax Asset.

7.   BOOKS AND RECORDS - The books,  accounts and records of  EQUITABLE  and the
     Subsidiary  shall be maintained so as to provide clearly and accurately the
     information  required for the operation of this Agreement.  Notwithstanding
     termination of this Agreement, all materials including, but not limited to,
     returns,  supporting  schedules,   workpapers,   correspondence  and  other
     documents  relating to the consolidated  federal income tax return shall be
     made available to EQUITABLE  and/or the Subsidiary  during regular business
     hours.  Records will be retained by EQUITABLE and by the  Subsidiary,  in a
     manner satisfactory to EQUITABLE, adequate to comply with any audit request
     by the IRS or  appropriate  State  taxing  authority,  and, in any event to
     comply with any record retention agreement entered into by EQUITABLE or the
     Subsidiary with such taxing authority.

8.   EARNINGS  AND  PROFITS - The  earnings  and  profits of  EQUITABLE  and the
     Subsidiary shall be determined  during the period in which they are members
     of the affiliated  group filing a consolidated tax return by allocating the
     consolidated  tax  liability  in  accordance  with  Income Tax  Regulations
     ss.ss.1.1552-1(a)(2) and 1.1502-33(d)(3).


9.   ESCROW  AGREEMENTS - The parties hereto agree that, to the extent  required
     by  applicable  law,  they  shall  enter  into  and file  with  appropriate
     jurisdictions  any escrow  agreements or similar  contractual  arrangements
     with  respect  to the taxes  covered by this  Agreement.  The terms of such
     agreements shall, to the extent set forth therein,  and with respect to the
     parties thereto, prevail over the terms of this Agreement.

10.  TERMINATION  - This  Agreement  shall be  terminated  if EQUITABLE  and the
     Subsidiary  agree in writing to such termination or if the affiliated group
     fails to file a  consolidated  federal  income tax  return for any  taxable
     year.

11.  ADMINISTRATION - This Agreement shall be administered by the Vice President
     of Taxes of  EQUITABLE  or, in  his/her  absence,  by any other  officer of
     EQUITABLE so designated by the  Controller of EQUITABLE.  Disputes  between
     EQUITABLE  and the  Subsidiary  shall be resolved by the Vice  President of
     Taxes of EQUITABLE  or other  designated  officer and the senior  financial
     officer of each Subsidiary involved in the dispute.

12.  PERIOD  COVERED - This  Agreement  shall be effective  with respect to each
     party thereto upon signing by such party,  and shall supersede all previous
     agreements between EQUITABLE and any Subsidiary with respect to the matters
     contained herein and such previous agreement shall thereupon terminate. The
     Agreement  shall apply to the taxable year 2001, to all prior taxable years
     which are open to  adjustments  as  provided  in  section 3 hereof  (to the
     extent not  subject  to any  separate  tax  sharing  agreement)  and to all
     subsequent  periods unless and until amended or terminated,  as provided in
     section 10 hereof.


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<PAGE>


IN WITNESS WHEREOF, the parties herto have excuted this Tax Sharing Agreement.

<TABLE>
<CAPTION>

<S>                                                           <C>
Equitable Life Insurance Company of                           By: /s/ Paula Cludray-Engelke
Iowa                                                              ----------------------------------------------------
                                                                  Title:  Secretary





USG Annuity & Life Company                                    By  /s/ Paula Cludray-Engelke
                                                                  ----------------------------------------------------
                                                                  Title:  Secretary



Golden American Life Insurance Company                        By  By  /s/ Paula Cludray-Engelke
                                                                  ----------------------------------------------------
                                                                  Title:  Secretary







                                       7
</TABLE>

</TEXT>
</DOCUMENT>
