GUARANTEED INSURABILITY RIDER
                                     BENEFIT

We will increase the Specified Amount in the policy. No evidence of insurability
will be  required.  The  cost  of the  increases  in the  Specified  Amount  are
calculated  by the method  described in the Monthly  Deduction  provision of the
policy.  The increase of the Specified  Amount will be subject to the provisions
of this rider.



Increase Dates

The Specified  Amount may be increased on each Increase Date. The Increase Dates
will be:


          1.   For issue  ages  under 36,  the  policy  anniversaries  where the
               Insured's age nearest birthday is 22, 25, 28, 31, 34, 37 and 40;

          2.   For issue ages 36 and over, the second and fifth anniversaries of
               this rider.

Optional Advance Increase Date

The date of the  following  occurrences  may be  substituted  for the  scheduled
Increase Dates:

          1.   The Insured's marriage; or

          2.   The liveborn birth of the Insured's child; or

          3.   The legal adoption of a child by the Insured; or

          4.   The  Insured's  graduation  from college.  This Optional  Advance
               Increase Date may be exercised only once.

We may  require  proof of any of these  events.  The event must occur while this
rider is in force. The election of an Optional Advance Increase Date will cancel
the next available Increase Date.

Request for Insurance

The  application by you for the increased  specified  amount must be received by
us:

          1.   During the Insured's lifetime; and

          2.   Within 60 days before the Increase  Date; or within 90 days after
               the Optional Advance Increase event has occurred.

Effective Date

The effective date of the increase will be shown on the Policy Schedule.

Automatic Term Insurance

We will provide term  insurance on the Insured for 90 days following an Optional
Advance Increase event. Term insurance proceeds will be paid if:

          1.   The  specified  amount  was  not  increased  within  the 90  days
               following an Optional Advance Increase event; or






          2.   The specified  amount was not decreased  within the 90 day period
               following an Optional Advance Increase event.

The amount of term insurance is the maximum amount of the specified  amount that
could be increased. The term insurance will be subject to the provisions of this
policy.

Amount

The increase in the  Specified  Amount at any time which results from use of the
benefit of this rider:

          1.   Must be at least $10,000

          2.   May not  exceed  $1,000  times the  number of units of this rider
               multiplied  by the  number of  liveborn  children  in the case of
               multiple births at an Optional Advance Increase Date

          3.   May not exceed  $1,000 times the number of units of this rider in
               all other cases.

The  number of units of this  rider is shown on the  Policy  Schedule  or on the
Policy Contract Amendment which placed this rider in force.

Provisions

The increase is subject to the Suicide and the  Incontestability  provisions  as
shown in the policy.

Termination

This rider will terminate:


          1.   On the later of the policy anniversary nearest the Insured's 40th
               birthday or the fifth policy anniversary; or

          2.   Upon exercise of the last available Increase Date; or

          3.   If the policy is  surrendered  or lapsed  according to the Policy
               Values Provisions; or

          4.   If the policy terminates for any other reason; or

          5.   On written request to us.

Contract

This rider is made a part of the policy.  It is based on the application for the
rider and the Accumulated  Value is sufficient to cover the monthly deduction of
this rider.

If this rider is included in the policy at issue, the monthly  deduction will be
shown on the Policy Schedule.

If this rider is added to a policy already in force,  the monthly  deduction and
effective date will be shown on the Policy  Contract  Amendment.  The rider will
take effect provided:

          1.   The monthly  deduction  is deducted  from the  Accumulated  Value
               during the Insured's lifetime; and

          2.   The Insured's  risk class has not changed  since the  application
               for this rider.

All of the terms and  conditions  of the policy  will apply to this  rider.  The
cash, loan, or nonforfeiture values will not be increased by this rider.

Signed for the Pan-American Assurance Company at its Home Office in New Orleans,
Louisiana.


                                                     /s/ Donald Gibson
                                                 Vice President, General Counsel
                                                         and Secretary