GROUP TERM LIFE INSURANCE

Death Benefits

Your beneficiary will be paid the amount of your life insurance if you die while insured. If no designated beneficiary survives you, States West Life will pay the benefit to your estate or to the first surviving class in the following order: your spouse, child or children, parent(s), brothers and sisters, or executor or administrators. States West Life will not be liable to the extent of any payment so made unless it receives written notice of a valid claim by some other person before payment is made.

Facility Of Payment

If no beneficiary is living or named, States West Life Insurance Company, at its option, and prior to payment of the proceeds otherwise payable under the policy, will pay upon due proof of an expense incurred in connection with the last illness or funeral expense of an insured up to the greater of $1,000 or 10 percent of the amount to which the beneficiary is otherwise entitled, to the provider of such services or to any other person or firm that States West Life Insurance Company determines is entitled to such amount.

Beneficiary

You may change your beneficiary by filing a written notice through your employer. The change will be effective on the date the notice is signed by you, whether or not you are living at the time of filing, except that any such interest created shall be subordinated to any action taken by States West Life Insurance Company before such recording.

Consent of Beneficiary

If you do not initially name your spouse as beneficiary, States West Life will require written consent of the spouse to name or change the beneficiary in community property states.

Optional Modes Of Settlement

By filing a written notice with States West Life Insurance Company, you may request States West Life Insurance Company to retain all or part of your death benefit and make monthly payments to your beneficiary. (This is subject to the provisions of the group term life insurance policy entitled "Optional Modes Of Settlement.")

If you do not notify States West Life Insurance Company to pay the death benefit in monthly installments, it will be paid in one lump sum. However, the beneficiary and States West Life Insurance Company can mutually agree upon another mode of settlement, in accordance with the terms of the group term life insurance policy.

CONVERSION PRIVILEGE

If you leave your employment for any reason, you may convert your group term basic and optional life insurance to an individual policy. You must apply for conversion and pay the first month's premium within the 31-day grace period immediately following the discontinuation of your group life benefit. The amount you may convert is limited to the amount of basic and optional life benefit you received while actively on the group term life policy.

If the master policy is terminated or amended so as to terminate the insurance of any class of insured employees to which you belong, and if you have been continuously insured under the master policy for at least five years, you may convert the amount of your group term life insurance terminated under the master policy, less the amount of any new group life insurance benefits you may acquire within 31 days after termination, or $2,000, whichever is less.

Conversion policies will become effective on the first day following the 31-day grace period, or in accordance with the terms of the group term life insurance policy. If you die within the 31-day grace period, States West Life Insurance Company will pay your beneficiary the amount you would have been allowed to convert, whether or not you had requested your conversion policy.

If you converted your insurance to an individual policy and you again become insured under this group policy, you must return the individual policy to States West Life before you may become insured under this policy.

If, after you have converted your group term life insurance policy to an individual policy, you find you qualify for benefits under the waiver of premium portion of the master policy, you may surrender your individual policy with full premium refund. Then you again would be covered under the group plan by waiver of premium benefits. (See "Waiver Of Premium.")

WAIVER OF PREMIUM

If you become totally disabled and cannot perform the duties of your or any other occupation, and after six months of total and permanent disability you apply to States West Life Insurance Company and furnish proof of continued disability, States West Life Insurance Company will continue your basic and optional life insurance benefit for one year.

Qualifications are:

· Less than 60 years of age;

· Totally and permanently disabled;

· Continuously insured for 12 months;

· Written proof that disability has existed uninterruptedly for six months and/or written proof of death; and

· Submit proof within one year after discontinuance of active work due to total and permanent disability.

After one year, additional one-year extensions will be granted if you furnish proof of continued disability. Waiver of premium will terminate at the earliest of:

· The date you are no longer disabled;

· The date you do not submit to examination when required by States West Life;

· The date you fail to give proof of continuing disability; or

· The date you attain age 65.

If while permanently disabled you should die during the six-month period wherein you are attempting to establish eligibility for waiver of premium, States West Life Insurance Company will pay the death benefit in accordance with the master policy schedule of benefits, subject to contractual reductions or terminations, so long as premium payments have been continuously made by your employer.

Continuation Of Insurance

Continuation Under This Policy

If you are no longer disabled, basic and optional life insurance will be continued in force only if:

1. You return to work in an eligible class; and

2. Premium payments are resumed on the date you cease to be disabled.

The amount of basic and optional life insurance that will be continued will be the amount shown in the current Schedule.

Continuation Under The Conversion Privilege

You may convert your basic and optional life insurance under the Conversion Privilege if this waiver of premium ends and the insurance doesn't continue in force.

Effect Of Termination Of Policy Or Coverage

Insurance continued under this provision for you while you are disabled will not end solely because:

1. This policy ends; or

2. The coverage to which this provision applies ends.

Definitions

"Disabled" or "Disability"

refers to any disability which results from a sickness or injury that completely prevents you from engaging in any occupation for wage or profit for which you are or become reasonably qualified due to education, training or experience.