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Exhibit 4.(c)
                                           [LOGO] PACIFIC LIFE
                                                  Pacific Life Insurance Company
                                                  700 Newport Center Drive
                                                  Newport Beach, CA 92660

                       403(b) TAX-SHELTERED ANNUITY RIDER

This rider is a part of the Contract to which it is attached by PL (the
"Contract").

The Contract is hereby modified as specified below to qualify as a Tax-Sheltered
Annuity ("TSA") under Code Section 403(b).

The provisions of this rider will take precedence over any contrary provisions
of the Contract.

A.       DEFINITIONS

ADD-IN AMOUNT - Any amount added by PL 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 Owner's surviving spouse, when such spouse is the deemed
sole Designated Beneficiary of the death benefit under part D below.

ANNUITANT - is an individual named as a measuring life for periodic payments
under this Contract.

ANNUITY START DATE - The date shown in the Contract Specifications, or the date
you have most recently elected under the Contract, 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.

CODE - is the Internal Revenue Code of 1986, as amended.

DESIGNATED BENEFICIARY - is an individual designated as a beneficiary by the
Owner.

NOTICE DATE - The day on which PL receives, in a form satisfactory to PL, proof
of death and instructions satisfactory to PL regarding payment of death benefit
proceeds.

OWNER OR YOU - is the Owner of the Contract.

QUALIFIED PLAN - is any tax-qualified retirement plan whose terms govern this
Contract as a TSA.

REGULATION - is a regulation issued or proposed pursuant to the Code.

REQUIRED BEGINNING DATE - is April 1 of the calendar year following the year in
which the Annuitant reaches age 70 1/2.

SURVIVING SPOUSE - is the surviving spouse of a deceased Owner.

TSA - is a tax-sheltered annuity under Code Section 403(b).

B.       TAX-SHELTERED ANNUITY PROVISIONS

To ensure treatment as a TSA, this Contract will be subject to the requirements
of Code Section 403(b), which include the following:

         1.       The Annuitant shall at all times be the Owner of the Contract
                  (or its beneficial Owner where a fiduciary is its legal
                  Owner). Such individual Owner's rights under this Contract
                  shall be nonforfeitable, and this Contract shall be for the
                  exclusive benefit of such Owner and his or her beneficiaries.

         2.       No benefits under this Contract may be transferred, sold,
                  assigned, or pledged as collateral for a loan, or as security
                  for the performance of an obligation, or for any other
                  purpose, to any


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                  person other than PL, except as permitted in the case of a
                  transfer or distribution pursuant to a qualified domestic
                  relations order referred to in Code Section 414(p).

         3.       Premiums paid pursuant to a salary reduction agreement and
                  applied to this Contract under a "plan" (within the meaning of
                  Code Section 403(b)) are subject to the annual limitation on
                  "elective deferral" contributions under Code Section
                  401(a)(30) and Section 402(g)(1) for the applicable year.

         4.       Premiums applied to this Contract which exceed the applicable
                  "exclusion allowance" (within the meaning of Code Section
                  403(b)(2)) may not be excludable from gross income.

         5.       If the Owner is married on the Annuity Start Date, a joint and
                  survivor annuity for the Owner and his or her spouse will be
                  selected automatically as a settlement option as of such date
                  if no other option has been timely and validly elected as of
                  such date.

         6.       Distributions attributable to premiums made pursuant to a
                  salary reduction agreement may be made only when the Owner
                  attains age 59 1/2, separates from service, dies, becomes
                  "disabled" (within the meaning of Code Section 72(m)(7)), or
                  incurs a hardship. A distribution made due to a hardship is
                  limited to premiums and may not include income thereon.

         7.       This Contract and all distributions made under it are subject
                  to the minimum distribution and incidental death benefit rules
                  of Code Section 401(a)(9) and the Regulations thereunder and
                  shall comply with such rules. Accordingly:

                  (a)      The entire interest under the Contract shall be
                           distributed to the Owner:

                           (i)      Not later than April 1 next following the
                                    close of the calendar year in which the
                                    Owner attains age 70 1/2 (the "Required
                                    Beginning Date"), or

                           (ii)     Commencing not later than the Required
                                    Beginning Date, over the Owner's life or
                                    over the lives of the Owner and his or her
                                    Designated Beneficiary (or over a period not
                                    extending beyond the Owner's life expectancy
                                    or the joint and last survivor life
                                    expectancy of the Owner and his or her
                                    Designated Beneficiary).

                  (b)      For purposes of this Section 7, life expectancy is
                           computed by use of the expected return multiples in
                           Tables V and VI of Regulation Section 1.72-9. Unless
                           otherwise elected by the Owner by the Required
                           Beginning Date, life expectancy for the Owner shall
                           be recalculated annually, but shall not be
                           recalculated annually for any spouse Designated
                           Beneficiary. Any election by the Owner to recalculate
                           (or not) the life expectancy of the Owner or of a
                           spouse Designated Beneficiary shall be irrevocable
                           and shall apply to all subsequent years. The life
                           expectancy of a non-spouse Designated Beneficiary may
                           not be recalculated. Instead where the life
                           expectancy of a Designated Beneficiary (or Owner) is
                           not recalculated annually, such a life expectancy
                           shall be calculated using the attained age of such
                           Beneficiary (or Owner) during the calendar year in
                           which the Owner attains age 70 1/2, and payments for
                           subsequent years shall be calculated based on such
                           life expectancy reduced by one year for each calendar
                           year which has elapsed since the calendar year life
                           expectancy was first calculated.

                  (c)      The method of distribution selected also shall comply
                           with the "minimum distribution incidental benefit" or
                           "MDIB" rule of Code Section 401(a)(9) and proposed
                           Regulation Section 1.401(a)(9)-2. This MDIB rule
                           includes the following requirements:

                           (i)      if the Owner's only Designated Beneficiary
                                    is the spouse, the minimum amount that must
                                    be distributed in a distribution calendar
                                    year is the amount determined under the
                                    regular minimum distribution requirements in
                                    this Section 7;


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                           (ii)     if distributions are not made as
                                    substantially equal annuity payments under
                                    an annuity contract that has been purchased
                                    on or before the Owner's Required Beginning
                                    Date and if the Owner's spouse is not the
                                    only Designated Beneficiary, the minimum
                                    amount that must be distributed in a
                                    distribution calendar year is the quotient
                                    obtained by dividing the Owner's entire
                                    interest by the applicable divisor specified
                                    in proposed Regulation Section
                                    1.401(a)(9)-2, Q & A-4; or

                           (iii)    if distribution is being made under an
                                    annuity contract with substantially equal
                                    annuity payments that has been purchased on
                                    or before the Owner's Required Beginning
                                    Date and if the owner's spouse is not the
                                    only Designated Beneficiary, the minimum
                                    amount that must be distributed is
                                    determined as follows:

                                    (A)     Period certain annuity without a
                                            life contingency: The period certain
                                            may not exceed the maximum period
                                            specified in proposed Regulation
                                            Section 1.401(a)(9)-2, Q & A-5;

                                    (B)     Life annuity or a joint and survivor
                                            annuity: A life annuity on the
                                            Owner's life which satisfies the
                                            regular minimum distribution
                                            requirements satisfies the MDIB
                                            rule. The periodic annuity payment
                                            to the survivor under a joint and
                                            survivor annuity may not exceed the
                                            applicable percentage of the annuity
                                            payment to the Owner, as provided in
                                            proposed Regulation Section
                                            1.401(a)(9)-2, Q & A-6(b); or

                                    (C)     Life annuity with period certain:
                                            The distribution must satisfy the
                                            requirements for a single life (or
                                            joint and survivor) annuity, and the
                                            period certain may not exceed the
                                            period determined for non-annuity
                                            distributions, as provided in
                                            proposed Regulation Section
                                            1.401(a)(9)-2, Q & A-6(c).

                  (d)      Required annuity payments must be made at intervals
                           of no longer than one year and may not be in
                           increasing amounts, except as allowed by proposed
                           Regulation Section 1.401(a)(9)-1, Q & A, F-3.

                  (e)      Only a method of distribution offered by PL that
                           satisfies the conditions set out in this Section 7
                           may be selected. You must make this selection before
                           the end of the calendar year in which You attain age
                           70 1/2.

         8.       On the death of the Owner, distributions shall be made in
                  accordance with the annuity options described in this
                  Contract. Selection of an annuity option which does not
                  satisfy the conditions of this Section shall not be permitted.

                  (a)      If the Owner dies before distribution of his or her
                           interest in the Contract has begun in accordance with
                           paragraph 7(b) above, the entire Interest shall be
                           distributed by December 31st of the fifth calendar
                           year which follows the year of the Owner's death
                           except to the extent that paragraph 8(b) below
                           applies or: (i) such Interest is paid over a period
                           not exceeding the lifetime, or the life expectancy,
                           of the Designated Beneficiary; and (ii) payments
                           begin by December 31st of the calendar year which
                           follows the year of the Owner's death.

                  (b)      To the extent that the Designated Beneficiary of the
                           Owner's interest is the Surviving Spouse, such spouse
                           may elect to receive payments over the life or life
                           expectancy of such spouse commencing at any date
                           prior to the later of: (i) December 31 of the
                           calendar year immediately following the calendar year
                           in which the Owner died; and (ii) December 31 of the
                           calendar year in which the Owner would have attained
                           age 70 1/2. Such election must be made no later than
                           the earlier of December 31 of the calendar


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                           year containing the fifth anniversary of the Owner's
                           death or the date distributions are required to begin
                           pursuant to the preceding sentence. Such Surviving
                           Spouse may accelerate these payments at any time,
                           i.e., increase the frequency or amount of such
                           payments.

                  (c)      For purposes of this Section 8, life expectancy is
                           computed by use of the expected return multiples in
                           Tables V and VI of Regulation Section 1.72-9. For
                           purposes of distributions beginning after the Owner's
                           death, unless otherwise elected by the Surviving
                           Spouse by the time distributions are required to
                           begin, such spouse's life expectancy shall not be
                           recalculated annually. Such election shall be
                           irrevocable as to such spouse and shall apply to all
                           subsequent years. In such a case of non-recalculation
                           for the Surviving Spouse and in the case of any other
                           Designated Beneficiary, life expectancies shall be
                           calculated using the attained age of such Beneficiary
                           during the calendar year in which distributions are
                           required to begin pursuant to this Section, and
                           payments for any subsequent calendar year shall be
                           calculated based on such life expectancy reduced by
                           one year for each calendar year which has elapsed
                           since the calendar year which has elapsed since the
                           calendar year life expectancy was first calculated.

                  (d)      Any amount paid to a minor child of the Owner shall
                           be treated as if it had been paid to the Surviving
                           Spouse if the remainder of the interest becomes
                           payable to such spouse when the child reaches the age
                           of majority.

                  (e)      If the Owner dies after distribution of his or her
                           interest in the Contract has begun in accordance with
                           paragraph 7(b) above but before his or her entire
                           interest has been distributed, the remaining interest
                           shall be distributed at least as rapidly as under the
                           method of distribution being used immediately prior
                           to the Owner's death.

                  (f)      Distributions under this Section 8 are considered to
                           have begun if distributions are made on account of
                           the Owner reaching the Required Beginning Date or if
                           prior to the Required Beginning Date distributions
                           irrevocably commence to an individual over a period
                           permitted, and in an annuity form acceptable, under
                           proposed Regulation Section 1.401(a)(9)-2.

         9.       PL shall furnish annual calendar year reports concerning the
                  status of this Contract.

         10.      If the Owner or Annuitant is eligible to receive a
                  distribution from this Contract that qualifies as an "eligible
                  rollover distribution" (within the meaning of Code Section
                  402(f)(2)(A)) and elects to have such distribution paid
                  directly to an "eligible retirement plan" (within the meaning
                  of Code Section 402(c)), such distribution shall be paid
                  directly to such eligible retirement plan. PL may establish
                  reasonable administrative rules applicable to such direct
                  rollovers or direct transfers.

C.       TAX QUALIFICATION PROVISIONS

This rider is intended to qualify the Contract as a TSA under Code Section
403(b) for federal income tax purposes. To that end, the provisions of this
rider and the Contract (including any other rider or endorsement) shall be
interpreted to ensure or maintain such tax qualification, despite any other
provision to the contrary. PL reserves the right to amend this rider or the
Contract to comply with any future changes in the Code or any regulations,
rulings or other published guidance under the Code, or to reflect any
clarifications that may be needed or are appropriate to maintain such tax
qualification, without consent (except for the states of Michigan, Oregon,
Pennsylvania, South Carolina and Washington, where affirmative consent is
required). PL shall provide the Owner with a copy of any such amendment.


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D.       SPOUSAL CONTINUATION PROVISIONS

If the Owner dies before the Annuity Start Date and the Surviving Spouse is
deemed the sole Designated Beneficiary of the death benefit, the Surviving
Spouse shall become the Owner and Annuitant effective on the date of death of
the deceased Owner, unless such treatment is inconsistent with the death benefit
payment option that has been elected as of the Notice Date.

         1.       On the Notice Date, if the Surviving Spouse is deemed to have
                  continued or rolled over this Contract by becoming the Owner
                  and Annuitant thereof, PL shall set the Contract Value equal
                  to the death benefit proceeds that would have been payable to
                  the Surviving Spouse as the deemed sole Designated Beneficiary
                  of the death benefit, and no such proceeds shall be paid to
                  the Surviving Spouse. The amount by which the death benefit
                  proceeds payable exceeds the Contract Value shall be added to
                  the Contract Value in the form of an Add-In Amount on the
                  Notice Date. There will be no adjustment to the Contract Value
                  if the Contract Value is equal to the death benefit proceeds
                  payable as of the Notice Date.

         2.       The Add-In Amount shall be shall be treated as earnings under
                  the Contract, and shall be allocated among any Investment
                  Options under the Contract in accordance with the current
                  allocation instructions for the Contract.

E.       CONTRACT LOAN PROVISIONS

If your Qualified Plan permits, You may request a loan secured by a portion of
your Contract Value ("Contract Debt") after your first Contract Year and before
your Annuity Start Date. Adverse tax consequences may result if you fail to meet
the repayment requirements of your loan. If the request is received on the 29th,
30th or 31st day of any month, the loan effective date will be the first
business day of the following month. Such a failure could result in a withdrawal
or a "Deemed Distribution" (described below) that could 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 retirement 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, PL advises that You consult with a qualified tax adviser before
exercising the loan provisions of this Contract.

         1.       LOAN PROCEDURES - Your loan request must be submitted on our
                  Loan Request Form. You may submit a loan request at any time
                  after your first Contract Anniversary and before your Annuity
                  Start Date; however, before requesting a new loan, You must
                  wait thirty (30) days after the last payment of a previous
                  loan. If approved, your loan will usually be effective as of
                  the end of the Business Day on which PL receive all necessary
                  documentation in a form satisfactory to us. PL will normally
                  forward proceeds of your loan to You within seven calendar
                  days after the effective date of your loan.

         2.       LOAN ACCOUNT - On the effective date of your loan, PL will
                  transfer an amount equal to the principal amount of your loan
                  into an account called the Loan Account. If your Contract has
                  Variable Investment Options, PL will transfer amounts to the
                  Loan Account on a pro rata basis from your Fixed and Variable
                  Investment Options based on your Account Value in each. For a
                  Contract issued under a Qualified Plan that is exempt from the
                  requirements of Title 1 of the Employee Retirement Income
                  Security Act of 1974 ("ERISA"), PL will credit interest on
                  amounts in the Loan Account at an annual rate equal to 3.0%.
                  For a Contract issued under a Qualified Plan that is subject
                  to the requirements of Title 1 of ERISA, PL 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 your loan. Interest earned will accrue daily
                  beginning on the day following the effective day of the loan.
                  If your Contract has Variable Investment Options, the interest
                  credited and any loan repayment amounts will be transferred
                  from the Loan Account to your Fixed and Variable Investment
                  Options on a pro rata basis relative to your most recent
                  allocation instructions.


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         3.       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:

                  (a)      50% of your Contract Value; or

                  (b)      $50,000 less your highest outstanding Contract Debt
                           during the 12-month period immediately preceding the
                           effective date of your loan; or

                  (c)      if your Contract contains Guaranteed Interest Options
                           ("GIOs"), 100% of your Contract Value, excluding your
                           GIO Value.

                  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 tax-qualified retirement
                  plans, the amount You may borrow under this Contract may be
                  further restricted. PL is not responsible for making any
                  determinations (including loan amounts permitted) or any
                  interpretations with respect to your Qualified Plan.

         4.       LOAN INTEREST RATE - For a Contract issued under a Qualified
                  Plan that is exempt from the requirements of Title 1 of ERISA,
                  You will be charged interest on your Contract Debt at an
                  annual rate equal to 5%. For a Contract issued under a
                  Qualified Plan that is subject to the requirements of Title 1
                  of ERISA, You will be charged interest on your 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. If this Moody's Corporate Bond Yield
                  Average-Monthly Average Corporates is no longer available, PL
                  will use a substantially similar average, subject to
                  compliance with applicable state regulations. PL will notify
                  You of the loan interest rate when You make a Contract loan.
                  Interest charged will accrue daily beginning on the day your
                  loan is effective.

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

                  (a)      Your 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 your loan
                           effective date, beginning with the first such date
                           following the effective date of your loan. You may,
                           however, repay your entire loan at any time. If You
                           do so, PL will bill You for any accrued interest.
                           Your loan will be considered repaid only when the
                           interest due also has been paid. Subject to any
                           necessary approval of state insurance authorities, PL
                           will treat all payments You send us as purchase
                           payments, unless You specifically indicate that your
                           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
                           your 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 your 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.

                  (b)      If a loan repayment is not made when due, PL will
                           declare the entire remaining loan balance in default.
                           At that time, PL 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 is declared in default
                           (the "grace period") to make the required repayment.

                  (c)      If the required repayment is not received by the end
                           of the grace period, the defaulted loan balance plus
                           accrued interest will be repaid by a withdrawal from
                           your Contract


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                           Value to the extent that such value is then eligible
                           for distribution. In order for an amount to be
                           eligible for distribution from a Qualified Plan
                           generally, You must meet one of six triggering
                           events, i.e., attainment of age 59 1/2, separation
                           from service, death, disability, plan termination, or
                           financial hardship. To the extent your Contract Value
                           is not then eligible for distribution, the defaulted
                           loan balance plus accrued interest will be considered
                           a "Deemed Distribution," and any amount of Contract
                           Value needed to repay the Contract Debt will be
                           withdrawn as such amount of Contract Value becomes
                           eligible for distribution. The withdrawal will be
                           subject to any applicable withdrawal charge and tax
                           withholding.

                  (d)      If there is a "Deemed Distribution" under your
                           Contract, any future withdrawals will first be
                           applied as repayment of the defaulted Contract Debt,
                           including accrued interest and withdrawal charges 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 your Loan Account and then from any of 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.

         6.       TAX PROVISIONS - The terms of any loan made pursuant to this
                  rider 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 shall be interpreted to ensure
                  and maintain such tax qualification, despite any other
                  provision to the contrary. PL reserves the right to amend this
                  rider or the Contract to comply with any future changes in the
                  Code or any regulations, rulings or other guidance published
                  under the Code or to reflect any clarifications that may be
                  needed or are appropriate to maintain such tax qualification,
                  without consent (except for the states of Michigan, Oregon,
                  Pennsylvania, South Carolina and Washington, where affirmative
                  consent is required). PL shall provide the Owner with a copy
                  of any such amendment.


                         PACIFIC LIFE INSURANCE COMPANY



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


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