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), (ii), (iii) and (iv) below, where:

     (i)  is the Accumulation  Value less any Credits applied within [12] months
          of the date of death;
     (ii) is the Guaranteed  Death Benefit less any Credits  applied within [12]
          months of the date of death;
     (iii)is the Cash Surrender Value; and
     (iv) is The Minimum Death  Benefit,  less any Credits  applied  within [12]
          months of the date of death.

MINIMUM DEATH BENEFIT
---------------------

The Minimum Death Benefit shall be the sum of the following:

1.       The Accumulation Value allocated to Special Funds; and
2.       Adjusted Premium for non-Special Funds.

Adjusted  Premium for  non-Special  Funds shall mean all premium and any credits
allocated to non-Special  Funds, plus an adjustment for any amounts  transferred
to non-Special Funds, less a prorata  adjustment for any amounts  transferred or
withdrawn from  non-Special  Funds.  The amount of the prorata  adjustment  will
equal (a) times (b)  divided by (c),  where:  (a) is the  Adjusted  Premium  for
non-Special  Funds prior to the transfer or withdrawal;  (b) is the Accumulation
Value of the transfer or withdrawal; and (c) is the Accumulation Value allocated
to  non-Special  Funds before the transfer or withdrawal.  Adjusted  Premium for
Special Funds has the same definition,  but with respect to amounts allocated to
Special Funds.

Transfers from Special Funds increase the Adjusted Premium for non-Special Funds
by the lesser of the reduction of the Adjusted Premium for Special Funds and net
Accumulation  Value  transferred.  Transfers from non-Special Funds increase the
Adjusted  Premium for Special Funds by the reduction in the Adjusted Premium for
non-Special Funds.

GUARANTEED DEATH BENEFIT
------------------------

The  Guaranteed  Death  Benefit  for the Contact is equal to the sum of I and II
below.

I.       The Guaranteed Death Benefit for non-Special Funds
II.      The Accumulation Value allocated to Special Funds

On the Contract Date, the Guaranteed Death Benefit Base for non-Special Funds is
the initial  premium plus any Credit,  if  applicable,  allocated to non-Special
Funds.  On subsequent  Valuation  Dates,  the Guaranteed  Death Benefit Base for
non-Special Funds is calculated as follows:

(1)      Start with  the Guaranteed Death  Benefit Base for non-Special Funds on
         the prior Valuation Date.
(2)      Add to (1) any  additional  premium  and any Credits  allocated  to the
         non-Special  Funds during the current  Valuation Period and adjustments
         for transfers  from Special Funds during the current  Valuation  Period
         and subtract  from (1) any  adjustment  for  transfers to Special Funds
         during the current Valuation Period and any Prorata Partial  Withdrawal
         Adjustments for any Partial  Withdrawals  taken from non-Special  Funds
         during the current Valuation Period.
(3)      On a Valuation Date that occurs on or prior to the Owner's attained age
         [90], which is also a Contract Anniversary, we set the Guaranteed Death
         Benefit  Base  for  non-Special  equal  to  the  greater  of (2) or the
         Accumulation  Value allocated to non-Special  Funds as of such date. On
         all other  Valuation  Dates,  the  Guaranteed  Death  Benefit  Base for
         non-Special Funds is equal to (2).



<PAGE>


The  Guaranteed  Death  Benefit  Base  for  Special  Funds  has a  corresponding
definition, but with respect to amounts allocated to Special Funds.

Transfers  from Special Funds to  non-Special  Funds will reduce the  Guaranteed
Death Benefit Base for Special Funds on a prorata basis. The resulting  increase
in the Guaranteed Death Benefit Base for non-Special Funds will equal the lesser
of the reduction in the Guaranteed  Death Benefit Base for Special Funds and the
net Accumulation Value transferred.

Transfers  from  non-Special  Funds to Special Funds will reduce the  Guaranteed
Death  Benefit Base for  non-Special  Funds on a prorata  basis.  The  resulting
increase in the  Guaranteed  Death Benefit Base for Special Funds will equal the
reduction in Guaranteed Death Benefit Base for non-Special Funds.

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

Where used in this  Endorsement,  Special Funds are [the Liquid Asset  Division,
the Limited  Maturity Bond Division,  the Fixed  Allocations  and the Guaranteed
Interest  Division].  We may add newly available  divisions as Special Funds. We
may also  reclassify  an  existing  division  as a Special  Fund or remove  such
designation  upon 30 days  notice to you.  Such  reclassification  will apply to
amounts  transferred  or  otherwise  added to such  division  after  the date of
change.  We may reduce the Mortality and Expense Risk Charge (if applicable) for
that portion of the Contract invested in a Special Fund.

SPECIAL AND PRORATA PARTIAL WITHDRAWAL ADJUSTMENTS
--------------------------------------------------

For any partial  withdrawal,  the Death  Benefit  components  will be reduced by
Prorata  Partial   Withdrawal   Adjustments.   The  Prorata  Partial  Withdrawal
Adjustment to a Death Benefit component for a partial withdrawal is equal to (1)
divided  by  (2)  multiplied  by  (3),  where:  (1) is  the  Accumulation  Value
withdrawn;  (2) is the Accumulation  Value immediately prior to withdrawal;  and
(3) is the amount of the applicable Death Benefit component immediately prior to
the withdrawal.  Separate  adjustments  will apply to amounts in the Special and
non-Special Funds.

CHANGE OF OWNER
---------------

A change of Owner from a sole Owner to a sole Owner (where there have never been
multiple Owners  designated)  will result in  recalculation of the Death Benefit
and the Guaranteed Death Benefit. If the new Owner's attained age at the time of
the change is less than [80],  the  Guaranteed  Death Benefit in effect prior to
the change will remain in effect and the Death Benefit  provision will apply. If
the new owner's  attained age at the time of the change is [80] or greater,  but
not greater than [85]:

(a)  The Guaranteed Death Benefit following the change will be zero; and
(b)  The Death Benefit will then be the greatest of:
     1)   the cash surrender value;
     2)   the  Accumulation  Value,  less any Credits applied within [12] months
          prior to the date of death; and
     3)   The Minimum Death Benefit,  less any Credit applied within [12] months
          prior to the date of death.

If  ownership  changes  result  in  multiple  Owners  or if there  has ever been
multiple  Owners,  the  Guaranteed  Death  Benefit  shall be set to zero. If the
oldest Owner is age [85] or younger at the time of the change, the Death Benefit
will then be the greatest of (b) 1, (b) 2 or (b) 3 above.

If any Owner's or oldest multiple Owners' attained age is [86] or greater at the
time of the change,  the  Guaranteed  Death Benefit will be zero,  and the Death
Benefit will then be the Cash Surrender Value.

When a change of Owner reduces the Guaranteed  Death Benefit to zero, there will
be a reduction in the mortality and expense risk charge.



<PAGE>


SPOUSAL CONTINUATION UPON DEATH OF OWNER
----------------------------------------

If at the Owner's  death,  the  surviving  spouse of the  deceased  Owner is the
Beneficiary  and such surviving  spouse elects to continue the Contract as their
own pursuant to Internal Revenue Code Section 72(s) or the equivalent provisions
of U.S. Treasury Department rules for qualified plans, the following will apply:

(a)  If the greater of (ii) and (iv) in the Death  Benefit  provision  as of the
     date we  receive  due proof of death of the Owner,  minus the  Accumulation
     Value,  also as of that  date,  is  greater  than  zero,  we will  add such
     difference to the  Accumulation  Value.  Such addition will be allocated to
     the  divisions  of the  Separate  Account  in the  same  proportion  as the
     Accumulation  Value in each division bears to the Accumulation Value in the
     Separate  Account.  If  there  is no  Accumulation  Value  in the  Separate
     Account,  the addition will be allocated to the Liquid Asset  division,  or
     its successor.
(b)  The Guaranteed Death Benefit will continue to apply,  with all age criteria
     using the surviving spouse's age as the determining age.
(c)  At subsequent  surrender,  any surrender charge applicable to premiums paid
     prior to the date we  receive  due  proof  of  death of the  Owner  will be
     waived. Any premiums paid later will be subject to any applicable surrender
     charge.

This addition to Accumulation Value is available only to the spouse of the Owner
as of the date of death of the Owner if such spouse under the provisions if this
Contract elects to continue the Contract as their own.

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  [0.004697%]
(equivalent  to an annual  maximum  rate of [1.70%]) 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.



<PAGE>


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

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

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