GOLDEN AMERICAN                                         GUARANTEED DEATH BENEFIT
LIFE INSURANCE COMPANY                                  AND TRANSFER ENDORSEMENT

Golden American is a stock company domiciled in Delaware.
--------------------------------------------------------------------------------

On the Endorsement  Effective Date, the provisions of the Contract to which this
endorsement is attached are amended as follows. If no Endorsement Effective Date
is shown, the Endorsement Effective Date is the same as the Contract Date. Where
used in this  Endorsement,  the term Contract  shall include any  Certificate to
which this  Endorsement is attached.  Where the  provisions of this  Endorsement
conflict  with the  provisions of the Contract as of the  Endorsement  Effective
Date, the provisions of this Endorsement will control.

DEATH BENEFIT
-------------

The Death Benefit is the greatest of (i) and (ii) below, where:

(i)  is the  Accumulation  Value less any Credits  applied within [12] months of
     the date of death; and
(ii) is the Cash Surrender Value;

DEDUCTIONS FROM THE DIVISIONS
-----------------------------

MORTALITY  AND EXPENSE  RISK CHARGE - We deduct a charge from the assets in each
Separate  Account  division  on a  daily  basis  of not  more  than  [0.003724%]
(equivalent  to an annual  maximum  rate of [1.35%]) for  mortality  and expense
risks.  The charge is not  deducted  from the Fixed  Account or General  Account
accumulation values.

RESTRICTED FUNDS

Restricted  Funds are  subject to limits as to amounts  which may be invested or
transferred  into such divisions.  The designation of a division as a Restricted
Fund may be  changed  upon 30 days  notice  to the Owner  with  regard to future
transfers and premium  payments into such division.  When a new division is made
available it may be designated as a Restricted Fund. If so designated, the rules
regarding its restrictions  will be sent to the Owner. Also listed below are the
total Contract limits for Restricted Funds.  Listed below are the total Contract
limits for Restricted Funds.

                                   THRESHOLDS
--------------------------------------------------------------------------------
                           MAXIMUM
                           ALLOCATION %  OF         MAXIMUM
                           ACCUMULATION VALUE       PREMIUM %        DOLLAR CAP
                           ------------------       ---------        ----------

Contract Limits                  [30%]              [99.999%]       [$9,999,999]

THRESHOLDS
----------

Each  Restricted  Fund  has one or more  thresholds  at which  point no  further
amounts may be  allocated  to that  division.  Compliance  with a  threshold  is
verified  whenever  there is a  transaction  initiated  which is subject to such
threshold (premium payments, transfers,  withdrawals). A threshold is applied to
the total Accumulation Value of each Restricted Fund.  Thresholds may be changed
by the Company for new premiums,  transfers or  withdrawals  by Restricted  Fund
upon 30 day notice.

DOLLAR CAP
----------

The Dollar Cap is the dollar amount at which no further  Accumulation  Value may
be added to Restricted Funds.



<PAGE>


PREMIUM THRESHOLD
-----------------

The threshold  for premium by  Restricted  Fund limits the amount of any premium
which may be allocated to that  division.  Should a request for  allocation to a
Restricted  Fund  exceed  the  limit  in  effect  for that  division  or for the
Contract,  any  excess  over  that  amount  shall be  allocated  prorata  to any
non-Restricted  Fund(s)  in which the  contract  is then  invested.  Should  the
Contract  not be  invested  in other  non-Restricted  Funds,  the excess will be
invested  in  the  Specially  Designated  Division  unless  we  receive  written
instructions  to  do  otherwise.  Premium  allocations  must  also  satisfy  the
Allocation Threshold.

ALLOCATION THRESHOLD
--------------------

Allocations  into a  Restricted  Fund are  limited to that  amount such that the
Accumulation Value in that Restricted Fund after such allocation does not exceed
the threshold for that division and does not cause the Contract's total limit on
allocation  to Restricted  Funds to be exceeded.  If the amount of an allocation
would cause either limit to be exceeded, the allocation will only be executed to
the extent the lower limit would allow.

Allocations  from a Restricted Fund will be allowed even if the amount remaining
in the Restricted Fund after an allocation exceeds the allocation threshold.  If
a program of  allocations  over time is  authorized by us,  verification  of the
threshold will be performed at the  initiation of such program.  If such program
is modified at a later date, a testing of thresholds will be done at that time.

THRESHOLDS - EFFECT ON WITHDRAWALS
----------------------------------

If a  withdrawal  is  requested  while any  Accumulation  Value is  allocated to
Restricted Funds and the Allocation  Threshold percentage is currently exceeded,
the percentage for funds  invested in Restricted  Funds for the total  Contract,
after  taking into account the  withdrawal,  may not be higher than prior to the
withdrawal.  Should the  calculated  effect of a withdrawal  result in the total
Contract threshold being exceeded,  the excess portion of the withdrawal will be
processed prorata from all variable divisions.

Systematic withdrawals,  while the Contract has investments in Restricted Funds,
if not  withdrawn  prorata from all  divisions,  shall be monitored  annually to
assure  threshold  compliance.  Should  the effect of such  withdrawals  cause a
Restricted  Fund  to  exceed  its  threshold,   the  divisions  from  which  the
withdrawals  are  processed  may be adjusted to assure  that the  percentage  of
Accumulation Value in the Restricted Funds does not increase.

THRESHOLD PROCESSING
--------------------

For the purpose of calculating any thresholds, the values for the divisions will
be determined using the prior day's closing index of investment experience.


All other  provisions  of the  Contract  to which this  Endorsement  is attached
remain unchanged.


Signed:    /s/ Barnett Chernow
              -----------------
               Barnett Chernow