Separate Account A of Pacific Life Insurance Co, et al. – ‘485BPOS’ on 6/27/03 – EX-99.4.(A)(2)

On:  Friday, 6/27/03, at 3:56pm ET   ·   Effective:  6/27/03   ·   Accession #:  1193125-3-14157   ·   File #s:  333-53040, 811-08946, -01   ·   Correction:  This Filing was Corrected by the SEC on 4/21/04. ®

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Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Pacific Odyssey - P.E.A. No. 6                      HTML    107K 
 2: EX-99.4.(A)(2)  Form of Variable Annuity Contract (Form No.       27    114K 
                          10-17810)                                              
 3: EX-99.5.(A)(2)  Form of Variable Annuity Application (Form No.     7±    39K 
                          25-17810)                                              

EX-99.4.(A)(2)   —   Form of Variable Annuity Contract (Form No. 10-17810)
Exhibit Table of Contents

EX-99.4.(A)(2)
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                                                                 EXHIBIT 4(a)(2)

                         [LOGO] PACIFIC LIFE
                                                  Pacific Life Insurance Company
                                            700 Newport Center Drive
                                           Newport Beach, CA 92660
                                   A Stock Company
--------------------------------------------------------------------------------

READ YOUR CONTRACT CAREFULLY

This is a legal contract between you (the "Owner") and Pacific Life Insurance   
Company (hereinafter referred to as "we", "us", "our" and the "Company").       

We agree to pay the benefits provided under this Contract, subject to its       
provisions.                                                                     

We have issued this Contract in consideration of the application and payment of 
the Initial Purchase Payment.                                                   

BENEFITS AND VALUES PROVIDED UNDER THIS CONTRACT MAY BE ON A VARIABLE BASIS.    
AMOUNTS DIRECTED INTO ONE OR MORE OF THE VARIABLE INVESTMENT OPTIONS WILL       
REFLECT THE INVESTMENT EXPERIENCE OF THOSE INVESTMENT OPTIONS. THESE AMOUNTS MAY
INCREASE OR DECREASE, AND ARE NOT GUARANTEED AS TO A DOLLAR AMOUNT. THE DETAILS 
OF THE VARIABLE PROVISIONS BEGIN ON PAGE 10.                                    

Right to Cancel - You may return this Contract within 10 days after you receive 
it. To do so, mail it to us at our Service Center or to the agent who sold it to
you. This Contract will then be deemed void from the beginning. We will refund  
the Contract Value, including any fees or charges for premium taxes and/or other
taxes that were deducted from the Contract Value.                               

Signed for the Company at Newport Beach, California, to be effective as of the  
Contract Date.                                                                  

PACIFIC LIFE INSURANCE COMPANY

/s/ Thomas C. Sutton                                  /s/ Audrey L. Milfs       
------------------------------------                  --------------------------
Chairman and Chief Executive Officer                          Secretary         

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT
 Investment Experience Reflected in Benefits
 Variable Accumulation Before Annuity Date
Annuities Payable in Variable and Fixed Dollar Amounts
Death Benefit Proceeds Payable Before Annuity Date
 Non-Participating

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 TABLE OF CONTENTS

                                                                            PAGE

CONTRACT SPECIFICATIONS.......................................................3 

DEFINITION OF TERMS...........................................................4 

GENERAL PROVISIONS............................................................7 

PURCHASE PAYMENTS                                                               
  Initial Purchase Payment...................................................9
  Additional Purchase Payments...............................................9
  Purchase Payment Allocation................................................9
  Allocations During the Right to Cancel Period..............................9
  Minimum Investment Option Value............................................9

VARIABLE INVESTMENT OPTIONS                                                     
  Variable Investment Options...............................................10
  Separate Account..........................................................10

CONTRACT VALUES                                                                 
  Contract Value............................................................11
  Variable Account Value....................................................11
  Subaccount Value..........................................................11
  Subaccount Unit Value.....................................................11
  Net Investment Factor.....................................................11
  Loan Account Value........................................................12

CHARGES, FEES AND DEDUCTIONS                                                    
  Administrative Fee........................................................12
  Mortality and Expense Risk Charge ("Risk Charge").........................12
  Premium Taxes.............................................................12
  Other Taxes...............................................................12
  Withdrawal Fee............................................................12

TRANSFER PROVISIONS                                                             
  Transfers.................................................................13
  Transfer Limitations and Restrictions.....................................13

WITHDRAWAL PROVISIONS                                                           
  Withdrawals...............................................................14
  Minimum Withdrawal Amount.................................................14
  Amount Available for Withdrawal...........................................14
  Termination of Contract...................................................14

CONTRACT LOANS                                                                  
  Loans.....................................................................15
  Loan Procedures...........................................................15
  Loan Account..............................................................15
  Loan Terms................................................................15
  Loan Interest Rate........................................................15
  Repayment Terms...........................................................15

DEATH BENEFIT PROVISIONS                                                        
  Death Benefit.............................................................17
  Death Benefit Amount......................................................17
  Death of Annuitant........................................................17
  Death of Owner............................................................18
  Death of Owner Distribution Rules.........................................18
  Interest on Death Benefit Proceeds........................................19

BENEFICIARY PROVISIONS                                                          
  Designation of Beneficiary................................................20
  Adding or Changing Your Beneficiary.......................................20

ANNUITY PROVISIONS                                                              
  Choice of Annuity Date....................................................20
  Default Annuity Option....................................................20
  Application of Contract Value.............................................21
  Your Selections...........................................................21
  Fixed and Variable Annuities..............................................21
  Amount of Payments........................................................21
  Fixed Annuity Payments....................................................21
  Conversion to Current Rates...............................................22
  Variable Annuity Payments - Subaccount Annuity Units......................22
  Subsequent Variable Payments..............................................22
  Annuity Unit Value........................................................22
  Periodic Payments.........................................................22

ANNUITY OPTIONS                                                                 
  Option 1 - Life Only......................................................23
  Option 2 - Life with Period Certain.......................................23
  Option 3 - Joint and Survivor Life........................................23
  Option 4 - Period Certain Only............................................23

ANNUITY OPTION TABLES                                                           
  Applicability of Rates....................................................23
  Basis of Computations.....................................................23
  Rates Not Shown...........................................................23

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 CONTRACT SPECIFICATIONS

                                                        [Enlarge/Download Table]
                                                                                     
Service Center:  Send Forms and written requests to:  Send Payments to:              
                 Pacific Life Insurance Company       Pacific Life Insurance Company 
                 P.O. Box 7187                        P.O. Box 100060                
                 Pasadena, California 91109-7187      Pasadena, California 91189-0060

Toll-free number: 1-800-722-2333 (between 6:00 a.m. and 5:00 p.m., Pacific time)

Please use our toll-free number to present inquiries or obtain information about
your coverage and for us to provide assistance in resolving complaints.         

Basic Contract - [Non-Qualified]                                                

Investment Options:                                                             

[Blue Chip]                                                           
[Diversified Research]                                                
[I-Net Tollkeeper]                                                    
[Technology]                                                          
[Main Street Core]                                                    
[Focused 30]                                                          
[Capital Opportunities]                                               
[Equity Index]                                                        
[Inflation Managed]                                                   
[Research]                                                            
[Large-Cap Value]                                                     
[Aggressive Growth]                                                   
[Small-Cap Equity]                                                    
[Financial Services]                                                  
[Telecommunications]                                                  
[Strategic Value]                                                     
[Mid-Cap Value]                                                       
[Mid-Cap Growth]                                                      
[Small-Cap Index]                                                     
[Managed Bond]                                                        
[Equity]                                                              
[Money Market]                                                        
[Emerging Markets]                                                    
[International Large-Cap]                                             
[Health Services]                                                     
[Multi-Strategy]                                                      
[Growth LT]                                                           
[International Value]                                                 
[Global Growth]                                                       
[Real Estate]                                                         
[Equity Income]                                                       
[Aggressive Equity]                                                   
[High Yield Bond]                                                     

Fees and Charges:                                                               
Administrative Fee:                 0.25%                             
Mortality and Expense Risk Charge                                     
Basic Contract:                  0.15%                          

Contract Number:               [VA99999999]       Contract Date: [01-01-2003]   

Owner(s):                                                                       
[JOHN DOE]                                                                
[JANE DOE]                                                                

Annuitant(s):                                                     Age    Sex    
 [JOHN DOE]                                                    [35]   [MALE]
   [JANE DOE]                                                    [35]   [FEMALE]

Initial Purchase Payment:      [$25,000.00]                                     

Maximum Purchase Payment:       $1,000,000        Annuity Date:  [01-01-2058]   

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 DEFINITION OF TERMS

Account Value - The amount of the Contract Value allocated to any one of the    
Investment Options.                                                             

Add-In Amount - The amount added by us, if applicable, to the Contract Value on 
the Notice Date to set the Contract Value equal to the death benefit proceeds   
that would have been payable to the spouse as the deemed Beneficiary/designated 
recipient of the death benefit. The Add-In Amount will only apply if the        
deceased Owner was also the sole surviving Annuitant.                           

Age - The Owner's or Annuitant's age, as applicable, at his or her last         
birthday.                                                                       

Annuitant - The person you name on whose life annuity payments may be           
determined. An Annuitant's life may also be used to determine certain increases 
in death benefits and to determine the Annuity Date. If you designate Joint     
Annuitants or a Contingent Annuitant, "Annuitant" means the sole surviving      
Annuitant, unless otherwise stated. Any named Annuitant, Joint Annuitant, or    
Contingent Annuitant must be under Age 91 as of the Contract Date. If the       
Contract is a Non-Qualified Contract, you cannot change the Annuitant or change 
or add a Joint Annuitant. If the Contract is a Qualified Contract, you may add a
Joint Annuitant only on the Annuity Date.                                       

Annuity Date ("Annuity Start Date") - The date shown in the Contract            
Specifications, or the date you later elect, if any, for the start of annuity   
payments if the Annuitant is still living and the Contract is in force; or if   
earlier, the date that annuity payments actually begin.                         

Annuity Options - Income options available for a series of payments after the   
Annuity Date.                                                                   

Beneficiary - The person you name who may receive any death benefit proceeds or 
any remaining annuity benefits in accordance with the provisions of this        
Contract.                                                                       

Business Day - Any day on which the value of an amount invested in a Subaccount 
is required to be determined by applicable law which currently includes each day
that both the New York Stock Exchange is open for trading and our administrative
offices are open. If any transaction or event under this Contract is scheduled  
to occur on a day that does not exist in a given calendar period, or on a day   
that is not a Business Day, such transaction or event will be deemed to occur on
the next following Business Day, unless otherwise stated.                       

Calendar Year - A one-year period beginning January 1 and ending December 31.   

Code - The Internal Revenue Code of 1986, as amended.                           

Contingent Annuitant - The person, if any, you select to become the Annuitant if
the Annuitant dies before the Annuity Date. You may add or change the Contingent
Annuitant prior to the Annuity Date provided the Contingent Annuitant is not the
sole surviving Annuitant. Any Contingent Annuitant you name must be under Age 91
as of the Contract Date. If you add or change a Contingent Annuitant after the  
Contract is issued, any newly-named or added Contingent Annuitant must be under 
Age 91 at the time of such change or addition.                                  

Contingent Beneficiary - The person, if any, you select to become the           
Beneficiary if the Beneficiary dies.                                            

Contingent Owner - The person, if any, you select to succeed to your rights as  
Owner of this Contract if all named Owners die.                                 

Contract Anniversary - The same date, in each subsequent year, as the Contract  
Date.                                                                           

Contract Date - The date we issued this Contract, as shown in the Contract      
Specifications. Contract Years, Contract Anniversaries, Contract Semiannual     
Periods, Contract Quarters and Contract Months are measured from the Contract   
Date.                                                                           

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Contract Debt - As of the end of any Business Day, the principal amount you have
outstanding on any loan under this Contract, plus any accrued and unpaid        
interest.                                                                       

Contract Value - As of the end of any Business Day, the Contract Value is equal 
to the sum of the Variable Account Value, plus any Loan Account Value.          

General Account - The General Account consists of our assets, other than those  
assets allocated to Separate Account A or to any of our other separate accounts.

Investment Option - A Variable Account offered under the Contract.              

Loan Account - The account in which the amount equal to the principal amount of 
a loan and any interest accrued is held to secure any Contract Debt.            

Loan Account Value - The amount, including any interest accrued, held in the    
Loan Account to secure any Contract Debt.                                       

Net Contract Value - The Contract Value less any Contract Debt.                 

Non-Natural Owner - A corporation or other entity that is not a (natural)       
person.                                                                         

Non-Qualified Contract - A Contract other than a Qualified Contract.            

Notice Date - The day on which we receive, in a form satisfactory to us, proof  
of death and instructions satisfactory to us regarding payment of death benefit 
proceeds.                                                                       

Owner - The person(s) who has (have) all rights under this Contract. If the     
Contract names two Owners, Owner means both Owners ("Joint Owners"). If there   
are Joint Owners, the Contract will be owned by the Joint Owners as Joint       
Tenants With Right of Survivorship and not as Tenants in Common. Any named Owner
or Contingent Owner must be under Age 91 as of the Contract Date. If the        
Contract allows you to change or add Owners after the Contract is issued, any   
newly-named or added Owners, including Joint and/or Contingent Owners, must be  
under Age 91 at the time of such change or addition.                            

Primary Annuitant - The individual that is named in the Contract, the events in 
the life of whom are of primary importance in affecting the timing or amount of 
the payout under the Contract.                                                  

Purchase Payment - An amount paid to us, by or on behalf of an Owner, as        
consideration for the benefits provided under this Contract.                    

Qualified Contract - A Contract that qualifies under the Code as an individual  
retirement annuity ("IRA") or a Contract purchased under a Qualified Plan that  
qualifies for special tax treatment under the Code.                             

Qualified Plan - A retirement plan that receives favorable tax treatment under  
Section 401, 403, 408, 408A or 457 of the Code.                                 

SEC - Securities and Exchange Commission.                                       

Separate Account or Separate Account A - The Company's Separate Account,        
registered as a unit investment trust under the Investment Company Act of 1940, 
as amended ("1940 Act").                                                        

Service Center - Our mailing address shown in the Contract Specifications. We   
will notify you of any change in our mailing address.                           

Subaccount - An investment division of the Separate Account. Each Subaccount, (a
"Variable Investment Option" or "Variable Account") invests its assets in a     
separate series or class of shares of a designated investment company.          

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Subaccount Annuity Unit ("Annuity Units") - Annuity Units are used to measure   
variation in variable annuity payments. The amount of each variable annuity     
payment (after the first payment) will vary with the value and number of the    
Annuity Units in each Subaccount.                                               

Subaccount Unit - Subaccount Units are used to measure the Variable Account     
Value in that Subaccount.                                                       

Unit Value - The value of a Subaccount Unit ("Subaccount Unit Value") or        
Subaccount Annuity Unit ("Subaccount Annuity Unit Value"). The Unit Value of any
Subaccount is subject to change on any Business Day. The fluctuations in value  
reflect investment results and daily deductions for the mortality and expense   
risk charge and administrative fee. Changes in Subaccount Annuity Unit Values   
also reflect an additional adjustment factor that corrects for an assumed       
investment return. The Unit Value of a Subaccount Unit and of a Subaccount      
Annuity Unit are determined each Business Day.                                  

Variable Account ("Variable Investment Option") - A Subaccount of the Separate  
Account or any of the Company's separate account which is available under this  
Contract in which our assets are segregated from the assets held in our General 
Account and from the assets held in any of our other separate accounts.         

Variable Account Value - The aggregate amount of the Contract Value allocated to
the Variable Accounts.                                                          

You and Your - The person or persons named as Owner(s) in the Contract          
Specifications. If there are Joint Owners, you and your mean both Joint Owners. 

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GENERAL PROVISIONS

Report to Owner(s) - At least once per year prior to the Annuity Date, we will  
provide you with a report that will show the Contract Value, any Purchase       
Payments received, loan repayments, transfers, withdrawals and/or charges and/or
fees incurred since the last report, and any other information that may be      
required. After the Annuity Date, we will provide you with any information that 
may be required.                                                                

Payments, Instructions and Requests - Unless this Contract provides otherwise,  
all Purchase Payments, loan repayments, instructions and requests must be       
received in a form satisfactory to us at our Service Center. Any subsequent     
Purchase Payments, loan repayments and requests for loans, transfers or         
withdrawals received by us on any Business Day usually will be processed the    
same Business Day, unless the transaction or event is scheduled to occur on     
another day.                                                                    

Generally, all other instructions and requests normally will be effective as of 
the end of the Business Day following the day such instructions and requests are
received, in a form satisfactory to us, unless the transaction or event is      
scheduled to occur on another day. We may require that you provide signature    
guarantees or other safeguards for any instruction, request or other document   
you may send to our Service Center. You acknowledge and agree that we will not  
be liable for any loss, liability, cost or expense of any kind or character for 
acting on instructions or requests submitted to us that we reasonably believe to
be genuine.                                                                     

Entire Contract - This Contract, the attached application or confirmation       
thereof, any subsequent applications to change this Contract or confirmation    
thereof, and any attached riders and endorsements, constitute the entire        
Contract, and supersede any and all prior agreements, whether oral or written,  
about the terms of this Contract and the application. All statements made in the
application are representations and not warranties.                             

Contract Modifications - Modifications to this Contract or any waiver of our    
rights or requirements under this Contract can only be made if in writing by an 
authorized officer of the Company. This Contract is intended to qualify as an   
annuity contract for federal income tax purposes. In addition, if this Contract 
is a Qualified Contract, this Contract is intended to qualify as part of a      
Qualified Plan. To that end, the provisions of this Contract are to be          
interpreted and administered to ensure or maintain such tax qualification,      
notwithstanding any other provisions to the contrary. We reserve the right to   
amend this Contract without the Owner's consent (except for the states of       
Michigan, Oregon, Pennsylvania, South Carolina and Washington, where Owner's    
consent is required) and/or our administrative procedures to reflect any        
clarifications that may be needed or are appropriate to maintain its tax        
qualification or to conform this Contract to any applicable changes in the tax  
qualification requirements.                                                     

Basis of Values - A detailed statement showing how values are determined has    
been filed with the state insurance departments. All values and reserves are at 
least equal to those required by the laws of the state in which this Contract is
delivered.                                                                      

Claims of Creditors - The Contract Value and other benefits under this Contract 
are exempt from the claims of creditors to the extent permitted by law.         

Removal of Beneficiary, Contingent Annuitant or Contingent Owner - You may      
remove a Beneficiary (other than an irrevocable Beneficiary), Contingent        
Annuitant or a Contingent Owner from this Contract by providing proper written  
instructions to our Service Center.                                             

Ownership - This Contract belongs to the Owner. The Owner is entitled to        
exercise all rights available under this Contract. If this Contract names two   
Owners, both Owners must join in any request to exercise these rights. The Owner
may exercise these rights without the consent of the Beneficiary (other than any
irrevocable Beneficiary) or any other person, except as otherwise required by   
law.                                                                            

Assignment - You may assign all rights and benefits under this Contract before  
the Annuity Date. We are not bound by any assignment until we have received at  
our Service Center written notice satisfactory to us and we record the          
assignment. We are not responsible for the validity of any assignment. If the   
Contract has been absolutely assigned, the assignee becomes the Owner. You      
should consult with your tax adviser to determine the tax consequences of an    
assignment before taking any action.                                            

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Delay of Payments - Generally, withdrawals, transfers, or exchange requests will
be made within seven (7) days from receipt of the requested withdrawal,         
transfer, or exchange, in a form satisfactory to us. Payment of any withdrawal, 
transfer or exchange to or from a Variable Account may be delayed after our     
receipt of the requested withdrawal, transfer, or exchange under certain        
circumstances. These include:                                                   

.    a closing of the New York Stock Exchange other than on a regular 
holiday or weekend;                                         
.    a trading restriction by the SEC; or                             
.    an emergency declared by the SEC.                                

We may delay payments or transfers from our General Account (which would include
payment of the withdrawal proceeds, loans, fixed annuity payments and lump sum  
death benefit payments, unless state law requires otherwise) for up to six (6)  
months after the requested effective date of the transaction. Any amount        
delayed, so long as it is held under the General Account, will earn interest at 
a minimum annual rate of 3%. If you make any Purchase Payment by check, other   
than a cashier's check, we may delay making payments to you until your check has
cleared.                                                                        

Incontestability - After this Contract has been issued, we will not contest the 
validity of this Contract other than for misstatement of age, sex or identity.  

Misstatement of Age and/or Sex - We may require proof of the Annuitant's or     
Owner's Age and/or sex before any payments associated with the death benefit    
proceeds are made. If the Age and/or sex of the Annuitant or Owner is           
incorrectly stated, we will base any such payment associated with the death     
benefit proceeds on the Annuitant's or Owner's correct Age and/or sex.          

We may require proof of the Annuitant's Age and/or sex before starting annuity  
payments. If the Age and/or sex (or both) of the Annuitant is incorrectly       
stated, we will correct the amount payable, based upon the Annuitant's correct  
Age and/or sex, if applicable. If we make the correction after annuity payments 
have started and we have made overpayments, we will deduct the amount of the    
overpayment, with interest at 3% per year, from any payments due then or later. 
If we have made underpayments, we will add the amount, with interest at 3% per  
year, of the underpayments to the next payment we make after we receive proof of
the correct Age and/or sex.                                                     

Proof of Life or Death - Before we make a payment, we have the right to require 
proof of the life or death of any person on whose life or death determines      
whether, to whom, or how much we must pay any benefits under this Contract.     

Withholding Taxes - We reserve the right to withhold from all payments made or  
deemed made under this Contract, any taxes required to be withheld by applicable
federal or state law, unless the Owner or payee elects otherwise pursuant to    
applicable withholding rules.                                                   

Non-Participating - This Contract is classified as a non-participating contract.
It does not participate in our profits or surplus, and therefore no dividends   
are payable.                                                                    

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 PURCHASE PAYMENTS

Initial Purchase Payment - This Contract will not be in force until we receive  
at our Service Center the Initial Purchase Payment. The Initial Purchase Payment
is shown in the Contract Specifications.                                        

Additional Purchase Payments - You may make additional Purchase Payments at any 
time before the Annuity Date, while the Annuitant is living and this Contract is
in force. Each additional Purchase Payment must be at least $250 for            
Non-Qualified Contracts and $50 for Qualified Contracts. We may limit the amount
of any single Purchase Payment. You must obtain our consent before making a     
Purchase Payment that will bring the aggregate Purchase Payments over the       
Maximum Purchase Payment amount shown in the Contract Specifications.           

Purchase Payments are payable in U.S. dollars either at our Service Center or   
through our agent. Checks should be made payable to Pacific Life Insurance      
Company. If you make Purchase Payments by check other than a cashier's check,   
withdrawal payments and any refund under the Right to Cancel provision may be   
delayed until your check has cleared. On request, a receipt for the Purchase    
Payment signed by an officer of the Company will be provided after payment.     

Purchase Payment Allocation - Prior to the Annuity Date, you may allocate all or
part of Purchase Payments to one or more of the Investment Options available    
under this Contract. The Investment Options available on the Contract Date are  
shown in the Contract Specifications.                                           

You may change the Purchase Payment allocation by providing us with instructions
in a form satisfactory to us. We will allocate any Purchase Payment according to
your most recent allocation instructions. We may reject any instruction or      
Purchase Payment if your instructions are not clear and we cannot determine your
allocation instructions.                                                        

Allocations During the Right to Cancel Period - We will allocate the Initial    
Purchase Payment in accordance with your most recent allocation instructions.   

Minimum Investment Option Value - We reserve the right to require that, as a    
result of any allocation to an Investment Option, any transfer, or any          
withdrawal, your remaining Account Value in any Investment Option must be at    
least $500. We also reserve the right to transfer any remaining Account Value   
that does not meet such minimum amount to your other Investment Options on a pro
rata basis relative to your most recent allocation instructions for those       
Investment Options.                                                             

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 VARIABLE INVESTMENT OPTIONS

Variable Investment Options - The Variable Investment Options consist of        
Subaccounts of the Separate Account. The available Subaccounts as of the        
Contract Date are shown in the Contract Specifications.                         

Separate Account - We established and maintain the Separate Account under the   
laws of the state of California. Any income, gains or losses (whether or not    
realized) from the assets of each Variable Account are credited or charged      
against such Variable Account without regard to our other income, gains or      
losses. Assets may be put in our Separate Account to support this Contract and  
other variable annuity contracts. Assets may be put in our Separate Account for 
other purposes, but not to support contracts other than variable annuity        
contracts. The assets of our Separate Account are our property. The portion of  
the Separate Account assets equal to the reserves and other Contract liabilities
with respect to each Variable Account will not be chargeable with liabilities   
arising out of any other business we conduct. We may transfer assets of a       
separate account in excess of the reserves and other liabilities with respect to
its Variable Accounts to another separate account or to our General Account. All
obligations arising under the Contract are our general corporate obligations. We
do not hold ourselves out to be trustees of the Separate Account assets.        

We reserve the right, subject to compliance with the law then in effect, and    
after any required regulatory approval, to:                                     

.    cease offering any Subaccount;                                   
    .    add or change designated investment companies or their portfolios, or
other investment vehicles;                                  
    .    add, delete or make substitutions for the securities and other assets
      that are held or purchased by the Separate Account or any Variable
Account;                                                    
  .    permit conversion or exchanges between portfolios and/or classes of
contracts on the basis of Owners' requests;                 
.    add, remove or combine Variable Accounts;                        
.    combine the assets of any Variable Account with any of our other 
Separate Accounts or of any of our affiliates;              
.    register or deregister Separate Account A or any Variable Account
under the 1940 Act;                                         
     .    operate any Variable Account as a managed investment company under the
1940 Act, or any other form permitted by law;               
     .    run any Variable Account under the direction of a committee, board, or
other group;                                                
    .    restrict or eliminate any voting rights of Owners with respect to any
      Variable Account or other persons who have voting rights as to any
Variable Account;                                           
    .    make any changes required by the 1940 Act or other federal securities
laws;                                                       
    .    make any changes necessary to maintain the status of the Contracts as
annuities under the Code;                                   
 .    make other changes required under federal or state law relating to
annuities;                                                  
.    suspend or discontinue sale of the Contracts; and                
.    comply with applicable law.                                      

If any of these changes result in a material change in the underlying           
investments of a Variable Account, we will notify you of such change.           

We will not change the investment policy of the Separate Account without        
following the filing and other procedures of the Insurance Commissioner in the  
State of California and the filing and other procedures established by insurance
regulators of the state of delivery. Unless required by law or regulation, an   
investment policy may not be changed without our consent.                       

From time to time we may make other Investment Options available to you. Any new
Investment Option may invest in portfolios of the designated investment company,
other designated investment companies or their portfolios, or in other          
investment vehicles. New Investment Options will be made available to existing  
Owners at our discretion. We will provide you with written notice of all        
material details, including investment objectives and charges. We will comply   
with the filing or other procedures established by applicable state insurance   
regulators, to the extent required by applicable law.                           

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 CONTRACT VALUES

Contract Value - The Contract Value on any Business Day is the sum of:          

.    the Variable Account Value; plus                                 
.    the Loan Account Value.                                          

We generally determine values on each day that the New York Stock Exchange is   
open, provided our administrative offices are also open on that day.            

Variable Account Value - The Variable Account Value on any Business Day is the  
sum of the Subaccount Values on that day.                                       

Subaccount Value - Each Subaccount Value on any Business Day is equal to the    
number of Subaccount Units in that Subaccount multiplied by the Unit Value of   
the Subaccount on that day.                                                     

We credit the Subaccount with Subaccount Units as a result of any:              

     .    Purchase Payments received by us and allocated to that Subaccount; and
.    transfers to that Subaccount, including transfers from the Loan  
Account.                                                    

We debit the Subaccount with Subaccount Units as a result of any:               

.    transfers, including transfers to the Loan Account;              
.    withdrawals;                                                     
.    withdrawal fees;                                                 
.    amounts applied to provide an annuity; and                       
.    charges for premium taxes and/or other taxes.                    

The number of Subaccount Units we credit to, or debit from, a Subaccount in     
connection with a transaction is equal to the amount of the transaction         
applicable to that Subaccount divided by that Subaccount's Unit Value at the end
of the valuation period that includes that day. The number of Subaccount Units  
in a Subaccount will change only if we credit or debit Subaccount Units for the 
transactions specified above. The number of Subaccount Units will not change    
because of subsequent changes in the Subaccount Unit Value.                     

Subaccount Unit Value - The initial Unit Value of each Subaccount was $10 on the
Business Day the Subaccount began operations. At the end of each subsequent     
Business Day, the Unit Value for each Subaccount is equal to (Y) times (Z),     
where:                                                                          

(Y)  is the Unit Value for that Subaccount as of the end of the prior 
Business Day; and                                           

 (Z)  is the Net Investment Factor for that Subaccount for the period (a
        "valuation period") between the prior Business Day and that Business
Day.                                                        

Net Investment Factor - Each Subaccount's Net Investment Factor for any         
valuation period is equal to (A / B) - C, where:                                

(A)  equals:                                                          

     (a)  the net asset value per share of the corresponding portfolio
           shares held by the Subaccount as of the end of that valuation
period; plus                                      

(b)  the per share amount of any dividend or capital gain   
              distributions made during that valuation period on the portfolio
shares held by the Subaccount; plus or minus      

          (c)  any per share charge or credit for any income taxes, other taxes,
            or amounts set aside during that valuation period as a reserve
             for any income and/or any other taxes for which we determine to
              have resulted from the operations of the Subaccount or Contract,
       and/or any taxes attributable, directly or indirectly, to
Purchase Payments;                                

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   (B)  is the net asset value per share of the portfolio shares held by the
Subaccount as of the end of the prior valuation period; and 

     (C)  is a factor that we assess against the Subaccount's net assets held by
     each Subaccount for the mortality and expense risk charge and the
administrative fee during that valuation period.            

Loan Account Value - For Qualified Contracts that permit loans, the Loan Account
Value as of the end of any Business Day is the Loan Account Value on the prior  
Business Day, increased by any:                                                 

.    interest; plus                                                   
.    Contract Value loaned on that day;                               

and decreased by any:                                                           

.    loan principal repaid; plus                                      
.    earned interest transferred from the Loan Account on that day.   

CHARGES, FEES AND DEDUCTIONS

Administrative Fee - We charge an administrative fee against the assets held in 
the Variable Investment Option(s). This fee is assessed daily at the annual rate
which is shown in the Contract Specifications. This fee is guaranteed not to    
increase.                                                                       

Mortality and Expense Risk Charge ("Risk Charge") - We impose a Risk Charge     
against the assets held in the Variable Investment Option(s). This charge is    
assessed daily at the annual rate which is shown in the Contract Specifications.
The Risk Charge compensates us for the risks we assume that mortality and       
expenses will vary from those we assumed. This charge is guaranteed not to      
increase.                                                                       

Premium Taxes - From the Contract Value, we will deduct a charge for any taxes  
we pay that are attributable to Purchase Payments or withdrawals. Such taxes may
include, but are not limited to: any federal, state or local premium or         
retaliatory taxes; and any federal, state or local income, excise, business or  
any other type of tax (or component thereof), measured by or based upon,        
directly or indirectly, the amount of Purchase Payments we receive from you. We 
will normally deduct this charge when you annuitize. However, we may impose this
charge on any withdrawal, at the time any death benefit is paid, when the taxes 
are incurred or when we pay the taxes. We will base this charge on the Contract 
Value, the amount of the transaction, the aggregate amount of Purchase Payments 
we receive under the Contract; or any other amount that, in our sole discretion,
we deem appropriate.                                                            

Other Taxes - We reserve the right to charge the Separate Account and/or deduct 
from the Contract Value a charge for any federal, state or local taxes we pay   
that are or become attributable to the Separate Account or Contract, including, 
but not limited to, income taxes attributable to our operation of the Separate  
Account or to our operations with respect to the Contract, or taxes             
attributable, directly or indirectly, to Purchase Payments or payments we make  
under this Contract.                                                            

Withdrawal Fee - We reserve the right to impose a withdrawal fee of $15 on each 
withdrawal made in excess of fifteen (15) withdrawals in any Contract Year. Any 
withdrawal fee we impose will be deducted from the Contract Value, on a pro rata
basis relative to the Account Value in each Investment Option, immediately after
the withdrawal. For this purpose, we will treat each withdrawal request as a    
single withdrawal, regardless of the number of Investment Options from which    
portions of Account Values are withdrawn.                                       

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 TRANSFER PROVISIONS

Transfers - You may, on or before the Annuity Date and subject to the Transfer  
Limitations and Restrictions provision, transfer all or part of the Contract    
Value, less any Loan Account Value, in any Investment Option among other        
Investment Options, while the Annuitant is living and the Contract is in force. 

Your transfer request must specify:                                             

   (a)  the Investment Option (the "source account") from which the transfer
        is to be made. You may choose one or more Investment Options as your
   source account(s). Your source account may not also be a target
account;                                                    

(b)  the amount of the transfer. The amount of the transfer may be    
      specified as a dollar amount or a percentage of the source Account
        Value. If you select more than one source account, the amount of the
transfer from each source account must be at least $250; and

(c)  the Investment Option (the "target account") to receive the      
        transferred amount. You may choose one or more Investment Options as
       your target account(s). If you select more than one target account,
   your request must specify how the transferred amounts are to be
         allocated among the target accounts. Your source account may not also
be a target account.                                        

Transfers among Investment Options will normally be effective as of the end of  
the Business Day the transfer request, in a form satisfactory to us, is received
at our Service Center.                                                          

Transfer Limitations and Restrictions - The following limitations and           
restrictions apply to transfers among Investment Options:                       

(a)  Transfers are allowed thirty (30) days after the Contract Date.  

(b)  Transfers are limited to twenty-five (25) transfers during each  
         Calendar Year. For the purpose of applying this limitation, transfers
        that occur on the same day are considered one transfer and transfers
         that occur as a result of any systematic transfer option are excluded
 from the maximum twenty-five (25) transfers per Calendar Year
limitation.                                                 

  (c)  If a transfer reduces the remaining Account Value in any Investment
          Option immediately after such transfer to an amount less than $500, we
      reserve the right to transfer such remaining Account Value to your
      other Investment Options on a pro rata basis relative to your most
recent allocation instructions.                             

   (d)  We further reserve the right to restrict, in our sole discretion and
without prior notice, transfers initiated by a market timing
         organization or individual or other party authorized to give transfer
         instructions on behalf of multiple Contract Owners. Such restrictions
could include:                                              

    (i)  not accepting transfer instructions from an agent acting on
behalf of more than one Contract Owner; and       

         (ii) not accepting preauthorized transfer forms from market timers or
             other entities acting on behalf of more than one Contract Owner
at a time.                                        

  (e)  We further reserve the right to impose, without prior notice, other
       limitations and restrictions on transfers that we determine, in our
        sole discretion, will disadvantage or potentially hurt the rights or
interests of other Contract Owners.                         

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 WITHDRAWAL PROVISIONS

Withdrawals - You may, on or before the Annuity Date and subject to the         
requirements, limitations and restrictions described in this section, withdraw  
all or a portion of the amount available under this Contract, while the         
Annuitant is living and the Contract is in force. However, no withdrawals are   
allowed within thirty (30) days of the Contract Date.                           

You may specify that the withdrawal be taken from a specific Investment Option  
or pro rata from all Investment Options. If your request does not specify the   
Investment Option from which the withdrawal is to be made, the withdrawal will  
be taken pro rata from all Investment Options relative to the Account Value in  
each option. Withdrawals will normally be effective as of the end of the        
Business Day the withdrawal request, in a form satisfactory to us, is received  
at our Service Center.                                                          

Minimum Withdrawal Amount - The minimum amount that may be withdrawn is $500. If
the withdrawal reduces the Account Value in any Investment Option to an amount  
less than $500, we reserve the right to transfer such remaining Account Value to
your other Investment Options on a pro rata basis relative to your most recent  
allocation instructions.                                                        

If the withdrawal reduces the Net Contract Value to an amount less than $1,000, 
we may terminate this Contract and pay you the withdrawal proceeds (see Amount  
Available for Withdrawal provision). Payment of the withdrawal proceeds will end
this Contract and we will have no further obligations under the Contract.       

Amount Available for Withdrawal - The amount available for withdrawal is the Net
Contract Value as of the end of the Business Day on which the withdrawal request
is effective, less any:                                                         

.    withdrawal fee; and                                              
.    charges for premium taxes and/or other taxes.                    

The amount we send you (the "withdrawal proceeds") will also reflect any        
required or requested federal and/or state income tax withholding.              

Termination of Contract - You may, on or before the Annuity Date, terminate this
Contract for its withdrawal proceeds, while the Annuitant is living and the     
Contract is in force. We will require the return of this Contract or a signed   
Lost Contract Affidavit with your request. The withdrawal proceeds will be      
determined under the Amount Available for Withdrawal provision.                 

Your request to terminate the Contract will normally be effective as of the end 
of the Business Day such request, in a form satisfactory to us, is received at  
our Service Center. Payment of the withdrawal proceeds will end this Contract   
and we will have no further obligations under the Contract.                     

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CONTRACT LOANS

Loans - If this Contract is issued under a Qualified Plan under Code Section 401
or 403 and the Qualified Plan permits, you may request a loan of a portion of   
the Contract Value.                                                             

Loan Procedures - The loan request must be submitted on our Loan Request Form.  
You may submit a loan request thirty (30) days after the Contract Date and      
before the Annuity Date. However, before requesting a new loan, you must wait   
thirty (30) days after the last payment of a previous loan. If approved, the    
loan will usually be effective as of the end of the Business Day on which we    
receive all necessary documentation in a form satisfactory to us. We will       
normally forward proceeds of the loan to you within seven (7) calendar days     
after the effective date of the loan.                                           

Loan Account - On the effective date of the loan, we will transfer an amount    
equal to the principal amount of the loan into the Loan Account. We will        
transfer amounts to the Loan Account on a pro rata basis from the Investment    
Options based on the Account Value in each.                                     

For those Contracts issued under Qualified Plans that are exempt from the       
requirements of Title 1 of the Employee Retirement Income Security Act of 1974  
("ERISA"), we will credit interest on amounts in the Loan Account at an annual  
rate equal to 3.0%.                                                             

For those Contracts issued under Qualified Plans that are subject to the        
requirements of Title 1 of ERISA, we will credit interest on amounts in the Loan
Account at an annual rate that is two percentage points lower than the annual   
loan interest rate charged on the loan.                                         

Interest earned will accrue daily beginning on the day following the effective  
day of the loan. The interest credited will be transferred from the Loan Account
to the Investment Options on a pro rata basis relative to the most recent       
allocation instructions.                                                        

Loan Terms - You may have only one loan outstanding at any time. The minimum    
loan amount is $1,000 and the maximum loan amount is the lesser of:             

.    50% of the Contract Value; or                                    
     .    $50,000 less the highest outstanding Contract Debt during the 12-month
period immediately preceding the effective date of the loan.

You should refer to the terms of your particular Qualified Plan for any         
additional loan restrictions. If you have other loans outstanding pursuant to   
other Qualified Plans, the amount you may borrow may be further restricted. We  
are not responsible for making any determinations (including loan amounts       
permitted) or any interpretations with respect to your Qualified Plan.          

Loan Interest Rate - For those Contracts issued under Qualified Plans that are  
exempt from the requirements of Title 1 of ERISA, you will be charged interest  
on the Contract Debt at an annual rate equal to 5%. Interest charged will accrue
daily beginning on the day the loan is effective.                               

For those Contracts issued under Qualified Plans that are subject to the        
requirements of Title 1 of ERISA, you will be charged interest on the Contract  
Debt at an annual rate, set at the time the loan is made, equal to the higher of
5% or the Moody's Corporate Bond Yield Average-Monthly Average Corporates, as   
published by Moody's Investors Service, Inc., or its successor, for the most    
recent available month. In the event that the Moody's Corporate Bond Yield      
Average-Monthly Average Corporates is no longer available, we will use a        
substantially similar average, subject to compliance with applicable state      
regulations. We will notify you of the loan interest rate when you make a       
Contract loan. Interest charged will accrue daily beginning on the day the loan 
is effective.                                                                   

Repayment Terms - You must repay principal and interest of any loan within five 
(5) years after its effective date. If you have certified to us that the loan   
proceeds will be used to acquire a principal residence for yourself, you may    
request a loan for up to thirty (30) years. In either case, you must repay the  
loan in full prior to the Annuity Date.                                         

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The loan, including principal and accrued interest, must be repaid in quarterly 
installments that are substantially level. An installment will be due each      
quarter on the date corresponding to the loan effective date, beginning with the
first such date following the effective date of the loan. You may, however,     
repay the entire loan at any time. If you do so, we will bill you for any       
accrued interest. The loan will be considered repaid only when the interest due 
has also been paid.                                                             

We will treat all payments you send us as Purchase Payments unless you          
specifically indicate that the payment is a loan repayment. To the extent       
permitted by law, any loan repayments in excess of the amount then due will be  
applied to the principal balance of the loan. Such repayments will not change   
the due dates or the periodic repayment amount due for future periods. If a loan
repayment is in excess of the principal balance of the loan, any excess         
repayment will be refunded to you. Repayments received that are less than the   
amount then due will be returned to you, unless otherwise required by law.      

If a loan repayment is not made when due, we will declare the entire remaining  
loan balance in default. At that time, we will provide written notification of  
the amount needed to bring the loan back to the current status. You will have   
sixty (60) days from the date on which the loan was declared in default (the    
"grace period") to make the required repayment.                                 

If the required repayment is not received by us by the end of the grace period, 
the defaulted loan balance plus accrued interest will be repaid by a withdrawal 
from the Contract Value to the extent that such values are then eligible for    
distribution. In order for an amount to be eligible for distribution from a     
Qualified Plan you must meet one of six triggering events. They are: (a)        
attainment of age 59 1/2; (b) separation from service; (c) death; (d)           
disability; (e) plan termination; and (f) financial hardship. To the extent such
values are not then eligible for distribution, the defaulted loan balance plus  
accrued interest will be considered a "Deemed Distribution" and that portion of 
any Contract Value needed to repay the Contract Debt will be withdrawn when such
Contract Values become eligible for distribution.                               

If there is a Deemed Distribution under the Contract any future withdrawals will
first be applied as repayment of the defaulted Contract Debt, including accrued 
interest and charges for applicable taxes, to the extent allowed by law. Any    
amounts withdrawn and applied as repayment of Contract Debt will be withdrawn   
first from the Loan Account and then from your Investment Options on a          
proportionate basis relative to the Account Value in each Investment Option. If 
you have an outstanding loan that is in default, the defaulted Contract Debt    
will be considered a withdrawal for the purpose of calculating any death benefit
proceeds payable under this Contract.                                           

The terms of any such loan are intended to qualify for the exception in Code    
Section 72(p)(2) so that the distribution of the loan proceeds will not         
constitute a distribution that is taxable to you. To that end, these loan       
provisions will be interpreted to ensure and maintain such tax qualification,   
despite any other provisions to the contrary. We reserve the right to amend the 
Contract to reflect any clarifications that may be needed or are appropriate to 
maintain such tax qualification or to conform any terms of our loan arrangement 
with you to any applicable changes in the tax qualification requirements. We    
will provide you with a copy of any such amendment. If you refuse such an       
amendment, it may result in adverse tax consequences to you.                    

Adverse tax consequences may result if you fail to meet the repayment           
requirements of the loan. A Deemed Distribution will be considered a currently  
taxable distribution, and may be subject to federal tax withholding and a       
federal early withdrawal penalty tax, regardless of when such unpaid amounts are
repaid. The tax and other Qualified Plan rules relating to Contract loans are   
complex and in many cases unclear. For these reasons, and because the rules vary
depending on the individual circumstances of each Contract, we advise that you  
consult with a qualified tax adviser before exercising the loan provisions of   
this Contract.                                                                  

If this Contract is a Non-Qualified Contract, or if your Qualified Plan does not
permit loans, loans under this Contract will not be available to you.           

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DEATH BENEFIT PROVISIONS

Death Benefit - A death benefit will be payable if the sole surviving Annuitant 
or any Owner dies before the Annuity Date and while this Contract is in force.  

The proceeds of any death benefit will be payable upon receipt of, in a form    
satisfactory to us, proof of death and instructions regarding payment of the    
death benefit proceeds. Such proceeds will equal the Death Benefit Amount       
reduced by any:                                                                 

.    Contract Debt; and                                               
.    charges for premium taxes and/or other taxes.                    

These proceeds will be payable in a lump sum, as an Annuity Option under this   
Contract or towards the purchase of any Annuity Option we then offer, or in     
accordance with the Code (see Death of Owner Distribution Rules).               

Death Benefit Amount - The Death Benefit Amount as of any Business Day prior to 
the Annuity Date is equal to the greater of:                                    

(a)  the Contract Value as of that day; or                            

(b)  the aggregate Purchase Payments reduced by an amount for each    
        withdrawal that has occurred, which is calculated by multiplying the
        aggregate Purchase Payments received prior to each withdrawal by the
ratio of the amount of the withdrawal, to the Contract Value
immediately prior to the withdrawal.                        

If you are not the Annuitant and you die before the Annuitant, the death benefit
proceeds will be equal to the Contract Value as of the Notice Date.             

Death of Annuitant - If an Annuitant dies before the Owner and before the       
Annuity Date, the death benefit proceeds will be equal to the Death Benefit     
Amount as of the Notice Date. Unless there is a surviving Joint Annuitant or    
Contingent Annuitant, we will pay the death benefit proceeds to the first person
among the following who is alive following the death of the sole surviving      
Annuitant:                                                                      

(a)  the Owner;                                                       
(b)  the Joint Owner;                                                 
(c)  the Contingent Owner;                                            
(d)  the Beneficiary;                                                 
(e)  the Contingent Beneficiary; or                                   
(f)  the Owner's estate.                                              

If an Annuitant dies and there is a surviving Joint Annuitant, the surviving    
Joint Annuitant becomes the Annuitant. If there is no surviving Joint Annuitant 
and there is a Contingent Annuitant, the Contingent Annuitant becomes the       
Annuitant. Death benefit proceeds are payable only as the result of the death of
the sole surviving Annuitant before the Annuity Date.                           

If you are the Annuitant and you die, we will determine the amount of any death 
benefit proceeds and to whom it will be paid under this Death of Annuitant      
provision. If the Contract is issued as a Non-Qualified Contract, we will       
distribute any death benefit proceeds under the Death of Owner Distribution     
Rules provision.                                                                

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Death of Owner - If you are not the Annuitant and you die before the Annuitant  
and before the Annuity Date, the death benefit proceeds will be equal to the    
Contract Value as of the Notice Date.                                           

If you die while the Annuitant is living and prior to the Annuity Date, we will 
pay the death benefit proceeds to the first person among the following who is   
alive following your death:                                                     

(a)  the Joint Owner;                                                 
(b)  the Contingent Owner;                                            
(c)  the Beneficiary;                                                 
(d)  the Contingent Beneficiary; or                                   
(e)  the Owner's estate.                                              

If you are not also the Annuitant and in the event of simultaneous deaths of    
both you and the Annuitant, the death benefit will be calculated under the Death
of Annuitant provision and payment will be made in accordance with this Death of
Owner provision.                                                                

If you are a Non-Natural Owner of a Contract other than a Contract issued under 
a Qualified Plan as defined in Section 401 or 403 of the Code, the Primary      
Annuitant will be treated as the Owner of the Contract for purposes of the Death
of Owner Distribution Rules. If there is a change in the Primary Annuitant prior
to the Annuity Date, such change will be treated as the death of the Owner. The 
Death Benefit Amount will be: (a) the Contract Value if the Non-Natural Owner   
elects to maintain the Contract and reinvest the Contract Value into the        
Contract in the same amount as immediately prior to the distribution; or (b) the
Contract Value less any withdrawal fee and less any charge for premium taxes    
and/or other taxes if the Non-Natural Owner elects a cash distribution. The     
death benefit will be determined as of the Business Day we receive, in a form   
satisfactory to us, the request to change the Primary Annuitant and instructions
regarding continuance of the Contract or cash distribution.                     

Death of Owner Distribution Rules - The following rules will determine when a   
distribution must be made under this Contract. These rules do not affect our    
determination of the amount of death benefit proceeds payable or distribution   
proceeds. If there is more than one Owner, these rules apply on the date on     
which the first of these Joint Owners die.                                      

If the Owner dies before the Annuity Date, the designated recipient of the death
benefit proceeds may elect to receive the death benefit proceeds:               

.    in a lump sum payment;                                           
.    within five (5) years following the Owner's death; or            
.    in the form of an annuity for life or over a period that does not
        exceed the life expectancy of the designated recipient, with annuity
    payments that start within one (1) year after the Owner's death.

Unless otherwise required by law, an election to receive an annuity (in lieu of 
a lump sum payment) must be made within such time frames as we may prescribe    
from time to time, or the lump sum payment option will be deemed elected. We    
will consider that deemed election as our receipt of instructions regarding     
payment of the death benefit proceeds.                                          

The Owner may designate that the Beneficiary is to receive the death benefit    
proceeds either through an annuity for life or over a period that does not      
exceed the life expectancy of the Beneficiary. Such designation must be made in 
writing in a form acceptable to us, and may only be revoked by the Owner in     
writing in a form acceptable to us. Upon death of the Owner, the Beneficiary    
cannot revoke or modify any designation made by the Owner on how the death      
benefit proceeds are to be paid.                                                

If the spouse of the deceased Owner is the sole surviving Beneficiary, or is the
sole surviving Joint or Contingent Owner, and has an unrestricted right to      
receive the death benefit proceeds in a lump sum, the spouse may continue this  
Contract as Owner rather than receive the death benefit proceeds, provided that 
we receive instructions to continue the Contract within such time frames as we  
may prescribe from time to time.                                                

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On the Notice Date, if the surviving spouse is deemed to have continued the     
Contract, we will set the Contract Value equal to the death benefit proceeds    
that would have been payable to the spouse as the deemed Beneficiary/designated 
recipient of the death benefit. The amount that the Death Benefit Amount exceeds
the Contract Value will be added to the Contract Value in the form of the Add-In
Amount on the Notice Date. The Add-In Amount will be allocated among Investment 
Options in accordance with the current allocation instructions for the Contract 
and will be considered earnings. There will not be an adjustment to the Contract
Value if the Contract Value is equal to the death benefit proceeds as of the    
Notice Date.                                                                    

If the Owner dies on or after the Annuity Date, but payments have not yet been  
completed, then distributions of the remaining amounts payable under this       
Contract must be made at least as rapidly as the rate that was being used at the
date of the Owner's death. All of the Owner's rights granted by the Contract    
will be assumed by the first person among the following who is alive following  
the Owner's death:                                                              

(a)  the Joint Owner;                                                 
(b)  the Contingent Owner;                                            
(c)  the Beneficiary;                                                 
(d)  the Contingent Beneficiary; or                                   
(e)  the Owner's estate.                                              

If the Owner is a Non-Natural Owner, the rules set forth in these Death of Owner
Distribution Rules apply in the event of the death or change of the Primary     
Annuitant.                                                                      

This Contract incorporates all applicable provisions of Code Section 72(s) and  
any successor provision, as deemed necessary by us to qualify this Contract as  
an annuity contract for federal income tax purposes, including the requirement  
that, if the Owner dies before the Annuity Date, any death benefit proceeds     
under this Contract shall be distributed within five years of the Owner's death 
(or such other period that we offer and that is permitted under the Code or such
shorter period as we may require).                                              

These Death of Owner Distribution Rules do not apply to Qualified Contracts     
issued under Qualified Plans as defined in Section 401, 403, 408 or 408A of the 
Code or to an annuity that is a qualified funding asset as defined in Code      
Section 130(d) (but without regard to whether there is a qualified assignment). 

Interest on Death Benefit Proceeds - If payment of death benefit proceeds is    
unduly delayed after the Notice Date, we will pay interest on the death benefit 
proceeds. Interest will be paid at a rate of not less than 3% per year from the 
Notice Date until such proceeds are paid or applied under an Annuity Option. If 
the insurance laws of the state in which the Contract is delivered requires     
payment of a greater amount, we will pay that amount.                           

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BENEFICIARY PROVISIONS

Designation of Beneficiary - The Beneficiary is the person you name who may     
receive any death benefit proceeds, or any remaining annuity payments after the 
Annuity Date, if the Annuitant or Owner dies. If you leave no surviving         
Beneficiary, your estate may receive the death benefit proceeds.                

If the Beneficiary is a trustee, we will neither be responsible for verifying a 
trustee's right to receive any death benefit proceeds, nor for how the trustee  
disposes of any death benefit proceeds. If before payment of any death benefit  
proceeds, we receive proper notice that the trust has been revoked or is not in 
effect, then any death benefit proceeds payable will be paid to the Contingent  
Beneficiary, if living; if not to the Owner's estate.                           

Adding or Changing Your Beneficiary - You may add, change, or remove any        
Beneficiary, other than an irrevocable Beneficiary, subject to the terms of any 
assignment, at any time prior to the death of the Annuitant or Owner, by        
providing us with a request in a form satisfactory to us. However, if you have  
named an irrevocable Beneficiary, you may not add any new Beneficiary, or remove
or change the irrevocable Beneficiary, without obtaining his or her written     
consent in a form acceptable to us. You may remove any non-irrevocable          
Beneficiary without obtaining the consent of the irrevocable Beneficiary.       
Qualified Contracts may have additional restrictions on naming and changing     
Beneficiaries. Any change or addition will take effect only when we receive all 
necessary documents and record the change or addition.                          

ANNUITY PROVISIONS

Choice of Annuity Date - Unless otherwise changed as provided below, the Annuity
Date is shown in the Contract Specifications. We assigned the Annuity Date based
on the Contract Type chosen and the Annuitant's Age shown in the application for
this Contract. If there are Joint Annuitants, the Annuity Date was based on the 
younger Annuitant's birthday.                                                   

The Annuity Date may be changed by providing proper notice to us at least ten   
(10) Business Days prior to the current Annuity Date or new Annuity Date,       
whichever is earlier, subject to any applicable state law or the Code.          

The new Annuity Date may not be earlier than the first Contract Anniversary and 
must occur on or before the day the Annuitant reaches his or her 100th birthday,
or earlier, as required by any applicable state law or the Code. If there are   
Joint Annuitants, the Annuity Date will be based on the younger Annuitant's     
birthday. You may be subject to additional restrictions under your Qualified    
Plan. You should consult with your Qualified Plan administrator before you elect
an Annuity Date.                                                                

Default Annuity Option - If this is a Non-Qualified Contract or a Qualified     
Contract and you are not married, the Annuity Option will be Life with a Period 
Certain of 10 Years. If this is a Qualified Contract and you are married, the   
Annuity Option will be Joint and Survivor Life, with survivor payments of 50%,  
and your spouse will automatically be named as the secondary Annuitant.         

The Annuity Option may be changed by providing proper notice to us at least ten 
(10) Business Days prior to the current Annuity Date, to any other Annuity      
Option contained in this Contract or allowed by us.                             

Unless otherwise specified or changed, we will make annuity payments based on   
our most frequent payment schedule that results in an initial annuity payment of
at least $250. The payment frequency may be changed by providing proper notice  
to us at least ten (10) Business Days prior to the current Annuity Date.        

The Net Contract Value, less any charges for premium taxes and/or other taxes,  
when converted, will, subject to our minimum requirements, be converted as      
follows:                                                                        

  .    the net amount from the Variable Account Value will be applied to a
        variable annuity and applied to the Subaccounts in proportion to the
Account Value in each Subaccount on the Annuity Date.       

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Application of Contract Value - Prior to the Annuity Date, you may elect to     
convert all or part of the Net Contract Value, less any charge for premium taxes
and/or other taxes, to any currently offered Annuity Option. The aggregate net  
amount you convert must be at least $10,000; otherwise, we reserve the right to 
terminate this Contract and pay a single amount equal to the withdrawal proceeds
as determined under the Amount Available for Withdrawal provision.              

Subject to the Withdrawal Provisions, you may also elect a full withdrawal in   
lieu of annuity payments under an Annuity Option. Before we make any full       
withdrawal, we require return of this Contract (or a signed Lost Contract       
Affidavit) to us.                                                               

If you convert only a portion of the Net Contract Value on the Annuity Date, you
may, at that time, elect not to have the remainder of the Net Contract Value    
distributed, but instead to continue the Contract with that remaining Contract  
Value. This option may or may not be available, or may be available only for    
certain types of Contracts. If this option is available and you elect it, you   
would choose a second Annuity Date for such Contract Value. All references in   
this Contract to the Annuity Start Date (or Annuity Date) would, with regard to 
such Contract Value, be deemed to refer to that second Annuity Date. You should 
consult with your tax adviser for more information if you desire this option.   

Your Selections - Prior to the Annuity Date, you may make three selections about
the annuity payments. First, you may choose whether you want those payments to  
be a fixed-dollar amount or a variable-dollar amount, or both. Second, you may  
choose the form of annuity payments (Annuity Option). Third, you may choose to  
have annuity payments made monthly, quarterly, semiannually, or annually.       

The first annuity payment will be sent on the day following the Annuity Date and
must be at least $250. We may reduce your payment frequency if the first annuity
payment is less than $250. If you elect annuity payments for a Period Certain   
Only, we also reserve the right to reduce the Period Certain to meet the $250   
minimum first payment. After the Annuity Date, you may not change the Annuity   
Option, or terminate the Contract for payment of amounts converted into a       
variable annuity and/or fixed annuity.                                          

Fixed and Variable Annuities - You may choose a fixed annuity (with fixed-dollar
payments), a variable annuity (with variable-dollar payments), or you may choose
a combination of both. If you select a variable annuity, you may choose any     
Subaccounts for the annuity. If you select a variable annuity, on the Annuity   
Date, we will convert that portion of the Net Contract Value as it is currently 
allocated among the Subaccount(s). We will apply the net amount you convert to a
fixed annuity and/or a variable annuity (and in this instance, to each          
Subaccount), based on the relative Account Value in each Investment Option on   
the Annuity Date. Any net amount you convert to a fixed annuity will be held in 
our General Account.                                                            

Each periodic payment under the fixed annuity will be equal to the amount of the
first fixed annuity payment (unless you elect a joint and survivor life annuity 
with reduced survivor payments). The amount of each variable annuity periodic   
payment will vary with the investment results of the Subaccount(s) you select.  
After the Annuity Date, you may exchange the Annuity Units in any Subaccount(s) 
for Annuity Units in any other Subaccount(s) up to four (4) times in any twelve 
(12) month period. We reserve the right to limit the Subaccounts available, to  
change the number and frequency of exchanges and to change the number of        
Subaccounts you may choose.                                                     

Amount of Payments - The first annuity payment amount depends on the Annuity    
Option, payment frequency, and whether you select a fixed annuity and/or a      
variable annuity. If you do not choose the Period Certain Only Option, the      
amount will depend on the Age of the Annuitant(s), the Annuity Date, and the sex
of the Annuitant(s), unless unisex factors apply.                               

Fixed Annuity Payments - The minimum guaranteed income purchased per $1,000 of  
the net amount applied to a fixed annuity is based on an annual interest rate of
3% and the 1983a Mortality Table with the ages set back ten (10) years.         

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Conversion to Current Rates - Annuity payments will be based on the greater of: 

    .    our current income factors in effect for this Contract on the Annuity
Date; or                                                    
.    our guaranteed income factors.                                   

The dollar amount of any payments after the first annuity payment is specified  
during the annuity payment period according to the provisions of the elected    
Annuity Option.                                                                 

Variable Annuity Payments - Subaccount Annuity Units. For each Subaccount, we   
divide the amount of the initial variable annuity payment from each Subaccount  
by the Annuity Unit Value for that Subaccount (the "Annuity Unit Value") on the 
Annuity Date, to obtain the number of Annuity Units for that Subaccount. The    
number of Annuity Units in each Subaccount will not change unless exchanges of  
Annuity Units are made (or if the Joint and Survivor Annuity Option is elected  
and the Primary Annuitant dies first), but the Annuity Unit Value of those      
Annuity Units will vary.                                                        

Subsequent Variable Payments - The amount of each subsequent variable annuity   
payment will be the sum of the amounts payable based on the Annuity Units in    
each Subaccount. To determine the amount payable for each Subaccount, we        
multiply the number of Annuity Units in that Subaccount by their Annuity Unit   
Value on the day in each payment period that corresponds to the Annuity Date.   

Annuity Unit Value - The initial Annuity Unit Value for each Subaccount was     
arbitrarily set at $10 on the Business Day the Subaccount began operations. At  
the end of each subsequent Business Day, the Annuity Unit Value for each        
Subaccount is equal to (A x B) x C, where:                                      

   A -  is the Subaccount's Annuity Unit Value for that Subaccount as of the
end of the prior Business Day;                              

  B -  is the Net Investment Factor for that Subaccount for that valuation
period; and                                                 

   C -  is an interest factor to offset the effect of the assumed investment
return which is built into the Annuity Option Tables.       

We generally calculate the Annuity Unit Value of each Subaccount on each day the
New York Stock Exchange is open, provided our administrative offices are also   
open that day.                                                                  

We guarantee that the amount of each subsequent annuity payment will not be     
affected by variations in our expenses or in mortality experience.              

Periodic Payments - The first payment under the Annuity Options will be         
determined on the Annuity Date and will be made on the day following the Annuity
Date.                                                                           

For a Beneficiary entitled to a death benefit due to the death of the Annuitant,
the first payment will be made on the first day of the calendar month, or       
earlier at our option, next following the day we receive due proof of the       
Annuitant's death and instructions regarding payment, (called the "Payment Start
Date"), and such other documentation as we may require. Subsequent payments will
be determined on the day in each payment period that corresponds to the Payment 
Start Date and will be made on the following day.                               

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 ANNUITY OPTIONS

The following Annuity Options are available under this Contract. Additional     
options may become available in the future:                                     

Option 1 - Life Only: Periodic payments are made to the designated payee during 
the Annuitant's lifetime. Payments stop when the Annuitant dies.                

Option 2 - Life with Period Certain: Periodic payments are made to the          
designated payee during the Annuitant's lifetime, with payments guaranteed for a
specified period. You may choose to have payments guaranteed 5 through 30 years 
(in full years only). If the Annuitant dies before the guaranteed payments are  
completed, we pay the Owner the remainder of the guaranteed payments.           
Additionally, if variable payments are elected under this option, you may redeem
all remaining guaranteed variable payments after the Annuity Date. The amount   
available upon such redemption would be the present value of any remaining      
guaranteed variable payments at the assumed investment return.                  

Option 3 - Joint and Survivor Life: Periodic payments are made to the designated
payee during the lifetime of the Primary Annuitant. After the death of the      
Primary Annuitant, periodic payments are based on the life of the secondary     
Annuitant named in the election if and so long as such secondary Annuitant      
lives. Payments made based on the life of the secondary Annuitant may be in     
installments equal to 50%, 66-2/3% or 100% (as specified in the election) of the
original payment amount payable during the lifetime of the Primary Annuitant. If
you elect a reduced payment based on the life of the secondary Annuitant, fixed 
annuity payments will be equal to 50% or 66-2/3% of the original fixed payment  
payable during the lifetime of the Primary Annuitant. Variable annuity payments 
will be determined using 50% or 66-2/3%, as applicable, of the number of Annuity
Units for each Subaccount credited to the Contract. Payments stop when both     
Annuitants have died.                                                           

Option 4 - Period Certain Only: Periodic payments are made to the designated    
payee during the Annuitant's lifetime, with payments guaranteed for a specified 
period. You may choose to have payments guaranteed 5 through 30 years (in full  
years only). If the Annuitant dies before the guaranteed payments are completed,
we pay to the Owner the remainder of the guaranteed payments. Additionally, if  
variable payments are elected under this option, you may redeem all remaining   
guaranteed variable payments after the Annuity Date. The amount available upon  
such redemption would be the present value of any remaining guaranteed variable 
payments at the assumed investment return.                                      

 ANNUITY OPTION TABLES

Applicability of Rates - For the fixed Annuity Option and the initial variable  
annuity benefit, the Annuity Option Tables contained in the following pages     
illustrate the minimum guaranteed monthly income purchased per $1,000 of the net
amount applied.                                                                 

The tables also illustrate the minimum rates for the first monthly variable     
annuity payment per $1,000 of the net amount applied to the variable annuity    
payment option. Subsequent payments may be higher or lower than the first       
payment, based on the investment performance of the Subaccount(s) you elect and 
whether you exchange Subaccount Annuity Units.                                  

For some Qualified Plans and in some states, the use of sex-distinct income     
factors are prohibited. For those Qualified Plans, we use blended unisex income 
factors for life payment options for both male and female Annuitants.           

Basis of Computations - The actuarial basis for the fixed Annuity Option Tables 
is the 1983a Annuity Mortality Table with the ages set back ten (10) years with 
interest at an annual rate of 3%. The rates for variable annuity payments are   
based on an assumed investment return of 5% per year and the 1983a Annuity      
Mortality Table with the ages set back ten (10) years.                          

Rates Not Shown - Any rates and/or ages not shown in the tables contained in    
this Contract will be provided by the Company upon request.                     

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 OPTIONS 1 AND 2
 LIFE ONLY OR LIFE WITH GUARANTEED PERIOD CERTAIN OF 10 AND 20 YEARS

                                                                [Download Table]

                               Fixed Annuity Rates                               
---------------------------------------------------------------------------------
            Male at 3%               Female at 3%              Unisex at 3%      
      -----------------------   -----------------------   -----------------------
                 Life with                 Life with                 Life with   
                Guaranteed                Guaranteed                Guaranteed   
              Period Certain            Period Certain            Period Certain 
      Life    ---------------   Life    ---------------   Life    ---------------
Age   Only    10 Yr.   20 Yr.   Only    10 Yr.   20 Yr.   Only    10 Yr.   20 Yr.
---   -----   ------   ------   -----   ------   ------   -----   ------   ------
                                                                                 
30     3.04    3.03     3.03     2.93    2.93     2.93     2.99    2.98     2.98 
35     3.14    3.14     3.13     3.02    3.02     3.01     3.08    3.08     3.07 
40     3.28    3.27     3.26     3.13    3.12     3.12     3.20    3.20     3.19 
45     3.44    3.44     3.41     3.26    3.26     3.24     3.35    3.35     3.33 
50     3.66    3.64     3.60     3.42    3.42     3.40     3.54    3.54     3.50 
55     3.93    3.90     3.82     3.63    3.63     3.59     3.78    3.77     3.71 
60     4.27    4.22     4.08     3.90    3.89     3.82     4.09    4.06     3.96 
65     4.70    4.62     4.39     4.25    4.22     4.11     4.48    4.43     4.25 
70     5.28    5.14     4.71     4.72    4.66     4.44     5.00    4.90     4.58 
75     6.10    5.81     5.02     5.35    5.22     4.79     5.73    5.52     4.92 
80     7.23    6.61     5.27     6.25    5.96     5.12     6.74    6.30     5.20 
85     8.82    7.49     5.42     7.56    6.89     5.35     8.18    7.20     5.39 
90    11.06    8.33     5.49     9.53    7.89     5.47    10.28    8.12     5.48 
95    14.16    8.97     5.51    12.48    8.74     5.50    13.30    8.86     5.51 
---------------------------------------------------------------------------------

                                                                [Download Table]

                             Variable Annuity Rates                              
---------------------------------------------------------------------------------
            Male at 5%               Female at 5%              Unisex at 5%      
      -----------------------   -----------------------   -----------------------
                 Life with                 Life with                 Life with   
                Guaranteed                Guaranteed                Guaranteed   
              Period Certain            Period Certain            Period Certain 
      Life    ---------------   Life    ---------------   Life    ---------------
Age   Only    10 Yr.   20 Yr.   Only    10 Yr.   20 Yr.   Only    10 Yr.   20 Yr.
---   -----   ------   ------   -----   ------   ------   -----   ------   ------
                                                                                 
30     4.38    4.37     4.36     4.29    4.29     4.29     4.34    4.33     4.33 
35     4.46    4.46     4.44     4.36    4.35     4.35     4.41    4.41     4.40 
40     4.57    4.56     4.54     4.44    4.44     4.42     4.51    4.50     4.49 
45     4.71    4.70     4.67     4.55    4.54     4.52     4.63    4.62     4.60 
50     4.91    4.89     4.82     4.69    4.68     4.65     4.80    4.78     4.74 
55     5.16    5.12     5.02     4.87    4.86     4.81     5.02    4.99     4.92 
60     5.48    5.41     5.24     5.12    5.09     5.01     5.30    5.26     5.13 
65     5.89    5.79     5.51     5.44    5.40     5.26     5.67    5.60     5.39 
70     6.46    6.28     5.80     5.89    5.80     5.55     6.18    6.05     5.68 
75     7.27    6.91     6.08     6.51    6.34     5.87     6.89    6.64     5.98 
80     8.41    7.68     6.29     7.39    7.05     6.16     7.90    7.38     6.23 
85    10.02    8.52     6.43     8.72    7.93     6.37     9.36    8.24     6.40 
90    12.29    9.30     6.49    10.71    8.88     6.47    11.49    9.10     6.48 
95    15.42    9.90     6.51    13.70    9.68     6.50    14.55    9.80     6.51 
---------------------------------------------------------------------------------

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                                                        [Enlarge/Download Table]

                                          OPTION 3 - JOINT AND 50% SURVIVOR LIFE                                           

                                                    Primary Annuitant                                                      
                                                         Male Age                                                          

                   60                 65                 70                 75                 80                 85       
            ---------------------------------------------------------------------------------------------------------------
              3%       5%        3%       5%        3%       5%        3%       5%        3%       5%        3%       5%   
            Fixed   Variable   Fixed   Variable   Fixed   Variable   Fixed   Variable   Fixed   Variable   Fixed   Variable
            -----   --------   -----   --------   -----   --------   -----   --------   -----   --------   -----   --------
                                                                                                                           
Female  60   3.91     5.12      4.13     5.34      4.39     5.60      4.69     5.92      5.02     6.30      5.38     6.73  
 Age    65   3.99     5.19      4.25     5.43      4.54     5.73      4.88     6.09      5.26     6.51      5.67     6.98  
        70   4.06     5.25      4.36     5.53      4.70     5.87      5.10     6.27      5.55     6.75      6.03     7.29  
        75   4.12     5.31      4.46     5.62      4.85     6.00      5.32     6.47      5.86     7.03      6.45     7.66  
        80   4.17     5.36      4.54     5.70      4.98     6.13      5.54     6.67      6.18     7.33      6.91     8.08  
        85   4.21     5.40      4.60     5.77      5.09     6.24      5.72     6.86      6.49     7.63      7.40     8.54  
            ---------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                        OPTION 3 - JOINT AND 66 2/3% SURVIVOR LIFE                                         

                                                    Primary Annuitant                                                      
                                                         Male Age                                                          

                   60                 65                 70                 75                 80                 85       
            ---------------------------------------------------------------------------------------------------------------
              3%       5%        3%       5%        3%       5%        3%       5%        3%       5%        3%       5%   
            Fixed   Variable   Fixed   Variable   Fixed   Variable   Fixed   Variable   Fixed   Variable   Fixed   Variable
            -----   --------   -----   --------   -----   --------   -----   --------   -----   --------   -----   --------
                                                                                                                           
Female  60   3.80     5.01      3.97     5.18      4.16     5.36      4.35     5.58      4.55     5.81      4.76     6.06  
 Age    65   3.90     5.10      4.12     5.30      4.34     5.52      4.58     5.77      4.83     6.05      5.07     6.34  
        70   4.00     5.18      4.25     5.42      4.53     5.69      4.84     6.00      5.15     6.33      5.46     6.68  
        75   4.08     5.26      4.38     5.54      4.72     5.87      5.11     6.25      5.51     6.66      5.92     7.10  
        80   4.14     5.33      4.48     5.64      4.89     6.03      5.37     6.50      5.90     7.03      6.45     7.59  
        85   4.19     5.38      4.56     5.73      5.03     6.17      5.61     6.73      6.28     7.39      7.02     8.14  
            ---------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                         OPTION 3 - JOINT AND 100% SURVIVOR LIFE                                           

                                                    Primary Annuitant                                                      
                                                         Male Age                                                          

                   60                 65                 70                 75                 80                 85       
            ---------------------------------------------------------------------------------------------------------------
              3%       5%        3%       5%        3%       5%        3%       5%        3%       5%        3%       5%   
            Fixed   Variable   Fixed   Variable   Fixed   Variable   Fixed   Variable   Fixed   Variable   Fixed   Variable
            -----   --------   -----   --------   -----   --------   -----   --------   -----   --------   -----   --------
                                                                                                                           
Female  60   3.60     4.80      3.69     4.88      3.76     4.94      3.81     5.00      3.84     5.04      3.87     5.06  
 Age    65   3.75     4.93      3.88     5.04      3.99     5.15      4.07     5.23      4.14     5.30      4.18     5.35  
        70   3.88     5.05      4.06     5.21      4.24     5.37      4.38     5.52      4.50     5.63      4.58     5.72  
        75   3.99     5.16      4.23     5.38      4.49     5.61      4.72     5.83      4.93     6.03      5.08     6.19  
        80   4.08     5.25      4.38     5.52      4.72     5.83      5.07     6.17      5.40     6.49      5.68     6.77  
        85   4.15     5.33      4.50     5.65      4.91     6.03      5.39     6.49      5.89     6.97      6.37     7.44  
            ---------------------------------------------------------------------------------------------------------------

                                             Primary Annuitant
                                              Unisex Age

                                                        [Enlarge/Download Table]

                   60                 65                 70                 75                 80                 85       
            ---------------------------------------------------------------------------------------------------------------
              3%       5%        3%       5%        3%       5%        3%       5%        3%       5%        3%       5%   
            Fixed   Variable   Fixed   Variable   Fixed   Variable   Fixed   Variable   Fixed   Variable   Fixed   Variable
            -----   --------   -----   --------   -----   --------   -----   --------   -----   --------   -----   --------
                                                                                                                           
Unisex  60   3.84     5.05      4.07     5.27      4.34     5.54      4.65     5.86      5.00     6.24      5.39     6.69  
 Age    65   3.90     5.10      4.17     5.35      4.47     5.65      4.83     6.01      5.23     6.44      5.68     6.94  
        70   3.96     5.15      4.25     5.43      4.60     5.76      5.02     6.17      5.49     6.66      6.03     7.24  
        75   4.00     5.19      4.32     5.49      4.72     5.87      5.20     6.34      5.76     6.91      6.41     7.58  
        80   4.03     5.23      4.38     5.55      4.81     5.96      5.36     6.49      6.02     7.15      6.81     7.96  
        85   4.05     5.25      4.42     5.59      4.88     6.04      5.49     6.62      6.25     7.38      7.20     8.33  
            ---------------------------------------------------------------------------------------------------------------

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OPTION 4 - PERIOD CERTAIN ONLY

Monthly Income                                                        

------------------------                                                        
3%       5%                                                 
Years   Fixed   Variable                                                        
-----   -----   --------                                                        
5    17.91     18.74                                                      
6    15.14     15.99                                                      
7    13.16     14.02                                                      
8    11.68     12.56                                                      
9    10.53     11.42                                                      
10     9.61     10.51                                                       
11     8.86      9.77                                                       
12     8.24      9.16                                                       
13     7.71      8.64                                                       
14     7.26      8.20                                                       
15     6.87      7.82                                                       
16     6.53      7.49                                                       
17     6.23      7.20                                                       
18     5.96      6.94                                                       
19     5.73      6.71                                                       
20     5.51      6.51                                                       
21     5.32      6.33                                                       
22     5.15      6.17                                                       
23     4.99      6.02                                                       
24     4.84      5.88                                                       
25     4.71      5.76                                                       
26     4.59      5.65                                                       
27     4.47      5.54                                                       
28     4.37      5.45                                                       
29     4.27      5.36                                                       
30     4.18      5.28                                                       
------------------------                                                        

26

EX-99.4.(A)(2)
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 [LOGO] PACIFIC LIFE
 A Stock Company

Pacific Life Insurance Company . 700 Newport Center Drive . Newport Beach,
CA 92660

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT
 Investment Experience Reflected in Benefits
 Variable Accumulation Before Annuity Date
Annuities Payable in Variable and Fixed Dollar Amounts
Death Benefit Proceeds Payable Before Annuity Date
 Non-Participating

17 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/18/24  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/24   13:13M                                    Toppan Merrill/FA
 4/15/24  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/24    4:8.2M                                   Toppan Merrill/FA
 4/20/23  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/23   13:12M                                    Toppan Merrill/FA
 4/17/23  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/23    3:7.9M                                   Toppan Merrill/FA
10/17/22  Sep Acct A of Pacific Life Ins Co 485BPOS    10/17/22    3:676K                                   Toppan Merrill/FA
 7/07/22  Sep Acct A of Pacific Life Ins Co 485BPOS     7/12/22    9:1.8M                                   Toppan Merrill/FA
 5/13/22  Sep Acct A of Pacific Life Ins Co 485APOS                2:897K                                   Toppan Merrill/FA
 4/21/22  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/22    4:25M                                    Toppan Merrill/FA
 4/18/22  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/22    3:27M                                    Toppan Merrill/FA
10/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS    10/20/21    2:571K                                   Toppan Merrill/FA
10/20/21  Sep Acct A of Pacific Life Ins Co 485BPOS    10/20/21    2:623K                                   Toppan Merrill/FA
 9/16/21  Sep Acct A of Pacific Life Ins Co 485BPOS     9/16/21    3:580K                                   Toppan Merrill/FA
 9/16/21  Sep Acct A of Pacific Life Ins Co 485BPOS     9/16/21    3:627K                                   Toppan Merrill/FA
 4/23/21  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/21    4:18M                                    Toppan Merrill/FA
 4/19/21  Sep Acct A of Pacific Life Ins Co 485BPOS     5/01/21    4:19M                                    Toppan Merrill/FA
12/11/20  Sep Acct A of Pacific Life Ins Co 485BPOS    12/14/20    3:1.5M                                   Toppan Merrill/FA
10/15/20  Sep Acct A of Pacific Life Ins Co 485APOS                1:1.4M                                   Toppan Merrill/FA