<PAGE>

Exhibit 4.(a)(2)
                                           [LOGO] PACIFIC LIFE
                                                  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 and Fixed Accumulation Before Annuity Date; Variable and Fixed
    Annuity Payments Thereafter

-   Death Benefit Proceeds Payable Before Annuity Date

-   Non-Participating

Please read your contract carefully. This is a legal contract between you, the
Owner, and us, Pacific Life Insurance Company.

We agree to pay the benefits of this Contract according to its provisions.

The consideration for this Contract is the application for it, (copy or
confirmation is attached) and our receipt of the Purchase Payment(s).

CONTRACT LOAN AMOUNT IS LESS THAN 100% OF CONTRACT VALUE.

BENEFITS AND VALUES 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 11.

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. NO WITHDRAWAL CHARGE WILL BE IMPOSED, AND WE WILL REFUND YOUR CONTRACT
VALUE, INCLUDING ANY CHARGES FOR PREMIUM TAXES AND/OR OTHER TAXES THAT WERE
DEDUCTED FROM THE CONTRACT VALUE.

         Signed at our Home Office, 700 Newport Center Drive, Newport Beach,
California 92660.


            /s/ Thomas C. Sutton                    /s/ Audrey L. Milfs

           Chairman and Chief Executive Officer          Secretary




         INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

10-13000                               1
<PAGE>

                                TABLE OF CONTENTS

         INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

CONTRACT SPECIFICATIONS ....................................................   3
DEFINITIONS ................................................................   4
GENERAL PROVISIONS .........................................................   7
PURCHASE PAYMENTS ..........................................................   9
     Purchase Payment Allocation ...........................................   9
     Allocations During the Right to Cancel Period .........................   9
     Minimum Investment Option .............................................   9
THE FIXED OPTION ...........................................................  10
VARIABLE INVESTMENT OPTIONS ................................................  11
     Separate Account ......................................................  11
CONTRACT VALUE .............................................................  12
     Fixed Option Value ....................................................  12
     Variable Account Value ................................................  12
     Loan Account Value ....................................................  13
CHARGES, FEES AND DEDUCTIONS ...............................................  14
     Administrative Fee ....................................................  14

     Annual Fee ............................................................  14
     Mortality and Expense Risk Charge .....................................  14
     Premium Taxes .........................................................  14
     Transfer Fee ..........................................................  14
     Withdrawal Fee ........................................................  14
     Withdrawal Charge .....................................................  14
TRANSFERS ..................................................................  16
WITHDRAWALS ................................................................  17
     Amount Available for Withdrawal .......................................  17
TRANSFER AND WITHDRAWAL RESTRICTIONS .......................................  17
     Special Restrictions - Fixed Option ...................................  17
CONTRACT LOANS .............................................................  18
     Loan Procedures .......................................................  18
     Loan Account ..........................................................  18
     Loan Terms ............................................................  18
     Loan Interest Rate ....................................................  18
     Repayment Terms .......................................................  18
DEATH BENEFIT ..............................................................  20
     Death of Annuitant ....................................................  20
     Death of Owner ........................................................  20
     Death of Owner Distribution Rules .....................................  21
     Interest on Death Benefit Proceeds ....................................  22
BENEFICIARY ................................................................  23
     Add or Changing Your Beneficiary ......................................  23
ANNUITY BENEFITS ...........................................................  24
     Choice of Annuity Date ................................................  24
     Application of Contract Value .........................................  24
     Your Selections .......................................................  24
     Fixed and Variable Annuities ..........................................  24
     Annuity Options .......................................................  25
     Default Annuity Date and Options ......................................  25
     Amount of Payments ....................................................  26
     Fixed Annuity Payments ................................................  26
     Variable Annuity Payments .............................................  26
     Periodic Payments .....................................................  27
ANNUITY OPTION TABLES ......................................................  28


10-13000                               2
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                             CONTRACT SPECIFICATIONS

SERVICE CENTER:        SEND FORMS AND WRITTEN REQUESTS TO:
                       Pacific Life Insurance Company
                       P.O. Box 7187
                       Pasadena, California 91109-7187


                       SEND PAYMENTS TO:
                       Pacific Life Insurance Company
                       P.O. Box 100060
                       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 - [LOBE]

Investment Options:

     [FNDNAM01]                                           [FNDNAM02]
     [FNDNAM03]                                           [FNDNAM04]
     [FNDNAM05]                                           [FNDNAM06]
     [FNDNAM07]                                           [FNDNAM08]
     [FNDNAM09]                                           [FNDNAM10]
     [FNDNAM11]                                           [FNDNAM12]
     [FNDNAM13]                                           [FNDNAM14]
     [FNDNAM15]                                           [FNDNAM16]
     [FNDNAM17]                                           [FNDNAM18]
     [FNDNAM19]                                           [FNDNAM20]
     [FNDNAM21]                                           [FNDNAM22]
     [FNDNAM23]                                           [FNDNAM24]
     [FNDNAM25]                                           [FNDNAM26]
     [FNDNAM27]                                           [FNDNAM28]
     [FNDNAM29]                                           [FNDNAM30]
     [FNDNAM31]                                           [FNDNAM32]
     [FNDNAM33]

<TABLE>
<S><C>
Administrative Fee:                            0.25%
Mortality and Expense Risk Charge:             [DBPCT]
Annual Fee:                                    $ 30.00 if contract value is less than $50,000
Withdrawal Charge:     Age of Purchase Payment
                       in Contract Years                Charge Percent

                               1                              7%
                               2                              6%
                               3                              4%
                               4 and over                     0%


Contract Number:          [PNUM]                        Contract Date:    [ISSDT]
Owner(s):
    [O1NAM]
    [O2NAM]

Annuitant(s):                                                                Age         Sex
    [A1NAM]                                                                  [A1AGE]    [A1SEX]
    [A2NAM]                                                                  [A2AGE]    [A2SEX]
Initial Purchase Payment: [PAMT]                        Annuity Start Date:  [ACD]
</TABLE>


10-13000                               3
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                                   DEFINITIONS

PL, WE, OUR and US - Pacific Life Insurance Company.

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

ACCOUNT VALUE - The amount of your Contract Value allocated to any one of the
Investment Options.

ADD-IN AMOUNT - The amount added by Pacific Life, 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 Contract Owner was also the last 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 86 as of your Contract Date. If your
Contract is a Non-Qualified Contract, you cannot change the Annuitant or change
or add a Joint Annuitant. If your 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 your
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.

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 your Annuity Date. You may add or change your
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 86 as of your Contract Date or, if you add or change a Contingent
Annuitant, as of the date of that addition or change.

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 Contract Owners die.

CONTRACT ANNIVERSARY - The same date, in each subsequent year, as your Contract
Date.


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CONTRACT DATE - The date we issue your Contract, as shown in the Contract
Specifications. Contract Years, Contract Anniversaries, Contract Semiannual
Periods, Contract Quarters and Contract Months are measured from this date.

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, your Variable Account Value,
plus your Fixed Option Value, and any Loan Account Value.

FIXED OPTION - Amounts allocated under your Contract to the Fixed Option are
held in our General Account and receive interest at rates declared periodically
(the "Guaranteed Interest Rate"), but not less than an annual rate of 3%.

FIXED OPTION VALUE - The aggregate amount of your Contract Value allocated to
the Fixed Option.

GENERAL ACCOUNT - Our General Account consists of all assets of PL, other than
those assets allocated to Separate Account A or to any of our other separate
accounts.

GUARANTEED INTEREST RATE - The interest rate guaranteed at the time of
allocation (or rollover) for the Guarantee Term on amounts allocated to the
Fixed Option. The Guaranteed Interest Rate is expressed as an annual rate, and
interest is accrued daily. This rate will not be less than an annual rate of 3%.

GUARANTEE TERM - The period during which the amount you allocate to the Fixed
Option earns a specified Guaranteed Interest Rate.

INVESTMENT OPTION - A Variable Account or Fixed Option 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 - Your Contract Value less any Contract Debt.

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.

NON-NATURAL OWNER - A corporation or other entity that is not a (natural)
person.

NON-QUALIFIED CONTRACT - A Contract other than a Qualified Contract.

OWNER - The person(s) who has (have) all rights under this Contract. If your
Contract names two Owners, Owner means both Owners ("Joint Owners"). Any named
Owner or Contingent Owner must be under Age 86 as of your Contract Date. If your
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 86 at the time of such change or addition.

PRIMARY ANNUITANT - The individual that is named in your 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 ("PREMIUM 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.


10-13000                               5
<PAGE>

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 - A separate account of PL registered as
a unit investment trust under the Investment Company Act of 1940, as amended
("1940 Act").

SERVICE CENTER - PL's 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.

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 your
Annuity Units in each Subaccount.

SUBACCOUNT UNIT - Subaccount Units are used to measure your 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 separate account of PL which is available under your Contract in
which assets of PL are segregated from assets in its General Account and from
assets in other separate accounts.

VARIABLE ACCOUNT VALUE - The aggregate amount of your Contract Value allocated
to the Variable Accounts.


10-13000                               6
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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 your Contract Value, any Purchase
Payments received, loan repayments, transfers, withdrawals, applicable
withdrawal charges and/or other 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 at its mailing
address. (See DEFINITIONS - SERVICE CENTER). Any subsequent Purchase Payments,
loan repayments and requests for loans, transfers or withdrawals we receive in a
form satisfactory to 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 day next following the Business Day we receive them in a form
satisfactory to us, unless the 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 document, the attached application or confirmation
thereof, any subsequent applications to change this Contract or confirmation
thereof, and any 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 PL. This Contract is intended to qualify as an annuity
contract for federal income tax purposes. In addition, if this Contract is
issued in connection with a Qualified Plan, this Contract is intended to qualify
as part of such a tax-qualified retirement plan, arrangement or contract. 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 and/or
our administrative procedures without consent (except for the states of
Michigan, Pennsylvania, South Carolina and Washington) 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 - Your Contract Value and other benefits under this Contract
are exempt from the claims of creditors to the extent permitted by law.

REMOVAL OF BENEFICIARY OR CONTINGENT ANNUITANT - You may remove a Beneficiary
(other than an irrevocable Beneficiary) or a Contingent Annuitant 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 to the Owner 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 under this Contract without the consent of
the Beneficiary (other than any irrevocable Beneficiary) or any other person,
except as otherwise required by law.


10-13000                               7
<PAGE>

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.

DELAY OF PAYMENTS - Generally, payments, transfers, or exchanges will be made
within seven days from receipt of the payment and/or request in a form
satisfactory to us. Payment of your withdrawal proceeds or transfers or
exchanges to or from a Variable Account may be delayed after receipt of your
withdrawal, transfer, or exchange request 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 your withdrawal proceeds and transfers from the Fixed Option, loans,
fixed annuity payments, and lump sum death benefit payments unless state law
requires otherwise) for up to six months after the requested effective date of
the transaction. Any amount delayed will, so long as it is held under the Fixed
Option, continue to earn interest at the Guaranteed Interest Rate(s) then in
effect until the applicable Guaranteed Term in effect has ended, and not less
than 3% on an annual basis thereafter. 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 - We will not contest the validity of this Contract.

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.

MISSTATEMENT OF AGE OR SEX - We may require proof of the Annuitant's or Owner's
Age before any payments associated with the Death Benefit provisions of this
Contract are made. If the Age or sex of the Annuitant is incorrectly stated in
this Contract, we will base any payment associated with the Death Benefit
provisions of this Contract on the Annuitant's or Owner's correct Age or sex.

We may require proof of the Annuitant's Age and sex before starting annuity
payments. If the Age or sex (or both) of the Annuitant are incorrectly stated in
this Contract, we will correct the amount payable, based upon the Annuitant's
correct Age 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.


10-13000                               8
<PAGE>

                                PURCHASE PAYMENTS

PURCHASE PAYMENTS - This Contract will not be in force until we receive at our
Service Center the initial Purchase Payment. Your initial Purchase Payment is
shown in the Contract Specifications.

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 your
aggregate Purchase Payments over $1,000,000.

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,
your withdrawal proceeds and any refund under your Right to Cancel may be
delayed until your check has cleared. On request, a receipt for the Purchase
Payment signed by an officer of PL will be provided after payment.

PURCHASE PAYMENT ALLOCATION - Prior to your Annuity Date, you may allocate all
or part of your Purchase Payments to one or more of the Investment Options
available to you. The Investment Options available to you on the Contract Date
are shown on your Contract Specifications page.

You may change your allocation by providing us with instructions in a form
satisfactory to us. (see GENERAL PROVISIONS: PAYMENTS, INSTRUCTIONS AND
REQUESTS). 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 your 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 partial
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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<PAGE>

                                THE FIXED OPTION

We credit interest at the Guaranteed Interest Rate during each Guarantee Term on
the amount of Purchase Payments and/or Contract Value that you allocate or
transfer to, or roll over into, the Fixed Option, as described below.

Account Values under the Fixed Option are held in our General Account. Subject
to applicable law, we have sole discretion over the investment of our General
Account assets.

We will credit your Contract with a Guaranteed Interest Rate for a Guarantee
Term of up to one year on that portion of your Purchase Payment and/or Contract
Value allocated to the Fixed Option, while the Annuitant is living and this
Contract is in force, and prior to the Annuity Date. We will credit the
Guaranteed Interest Rate in effect on the Business Day that the allocation
and/or transfer is effective for an initial Guarantee Term that ends at the end
of that Contract Year.

At the end of an initial Guarantee Term and each succeeding Guarantee Term, we
will roll over your Fixed Option Value attributed to that Guarantee Term to a
new Guarantee Term of one year, unless you instruct us otherwise. We will credit
the Guaranteed Interest Rate in effect at the time of the roll over on the
amount of the Fixed Option Value rolled over until the end of such Guarantee
Term.

We will stop crediting interest on that portion of your Fixed Option Value you
withdraw, transfer (including transfers to the Loan Account), or convert to an
Annuity Option, including any:

        -   fees for withdrawals or transfers;
        -   withdrawal charges;
        -   annual fee; and
        -   charges for premium taxes and/or other taxes.

We do so as of the end of the Business Day any such transaction is effective.



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<PAGE>

                           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 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 other Separate
            Account of PL or of any of its 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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<PAGE>

                                 CONTRACT VALUE

Your Contract Value on any Business Day is the sum of:

        -   your Fixed Option Value on that day;
        -   plus your Variable Account Value on that day;
        -   plus your Loan Account Value on that day.

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.

FIXED OPTION VALUE - Your Fixed Option Value on any Business Day is your Fixed
Option Value on the prior Business Day increased by any additions to your Fixed
Option on that day as a result of any:

        -   interest;
        -   Purchase Payments received by us and allocated to the Fixed Option;
        -   transfers to the Fixed Option, including transfers from the Loan
            Account.

decreased by any deductions from the Fixed Option on that day as a result of
any:

        -   transfers, including transfers to the Loan Account;
        -   withdrawals, including any withdrawal charges;
        -   amounts converted to an Annuity Option;
        -   charge for premium taxes and/or other taxes;
        -   annual fee; and
        -   fees for withdrawals and/or transfers.

VARIABLE ACCOUNT VALUE - Your Variable Account Value on any Business Day is the
sum of your Subaccount Values on that day.

SUBACCOUNT VALUE - Each Subaccount Value on any Business Day is the number of
Subaccount Units in that Subaccount that are credited to your Contract on that
day multiplied by the Unit Value of the Subaccount on that day.

We credit your Contract with Subaccount Units for a Subaccount as a result of
any portion of your Purchase Payments received by us and allocated to that
Subaccount; any transfers of your Contract Value to that Subaccount, and
including transfers from the Loan Account.

We debit your Contract with Subaccount Units for a Subaccount as a result of any
deductions from the Subaccount, including those caused by any:

        -   transfers, including transfers to the Loan Account;
        -   withdrawals, including any withdrawal charges;
        -   amounts converted to an Annuity Option;
        -   charge for premium taxes and/or other taxes;
        -   annual fee; and
        -   fees for withdrawals and/or transfers.

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


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<PAGE>

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

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

         -   interest; and
         -   Contract Value loaned on that day;

and decreased by any:

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


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<PAGE>

                          CHARGES, FEES AND DEDUCTIONS

ADMINISTRATIVE FEE - We charge an administrative fee against assets held in your
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.

ANNUAL FEE - We charge an annual fee, which is shown in the Contract
Specifications, on each Contract Anniversary prior to your Annuity Date against
your Contract Value, and at the time you make a full withdrawal (on a prorated
basis for the current Contract Year), if your Net Contract Value is less than
$50,000 on that date. This fee is guaranteed not to increase.

MORTALITY AND EXPENSE RISK CHARGE ("RISK CHARGE") - We impose a Risk Charge
against assets held in your 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 your 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 may base this charge on: the Contract
Value; the amount of the transaction; the aggregate amount of Purchase Payments
we receive under your 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 your 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.

TRANSFER FEE - We reserve the right to impose a transfer fee of $15 on each
transfer made in excess of fifteen transfers in any Contract Year. For this
purpose, we will treat each transfer request as a single transfer, regardless of
the number of Investment Options from which or to which portions of Account
Values are transferred. We will deduct any transfer fee we impose from the
Investment Option(s) from which the transfer is made on a pro rata basis
relative to the total amount transferred.

WITHDRAWAL FEE - We reserve the right to impose a withdrawal fee of $15 on each
partial withdrawal made in excess of fifteen withdrawals in any Contract Year.
We will deduct from your Contract Value, on a pro rata basis relative to your
Account Value in each Investment Option immediately after the withdrawal, any
such fee we impose on a partial 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.

CONTINGENT DEFERRED SALES CHARGE ("WITHDRAWAL CHARGE") - Purchase Payments are
subject to a withdrawal charge which is shown in the Contract Specifications.
This charge may apply to amounts you withdraw under your Contract prior to your
Annuity Date, depending on the length of time each Purchase Payment has been
allocated to your Contract and on the amount you withdraw. We will not apply the
withdrawal charge on:

         -   death benefit proceeds, except as provided under the DEATH OF OWNER
             provisions for certain Non-Natural Owners;
         -   Contract Values converted to a life contingent option or to an
             Annuity Option with a certain payment period of 5 years or more
             after the first Contract Anniversary;
         -   withdrawals by Owners to meet the minimum distribution rules for
             Qualified Contracts as they apply to amounts held under the
             Contract; or


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<PAGE>

         -   withdrawals (full or partial), after the first Contract
             Anniversary, if the Owner or Annuitant has been diagnosed with a
             medically determinable condition that results in a life expectancy
             of twelve (12) months or less, subject to medical evidence
             satisfactory to us.
         -   withdrawals (full or partial) while the Owner or Annuitant is
             confined to an accredited nursing home for 60 days or longer and
             this Contract has been in effect for more than 90 days.  The waiver
             applies only to withdrawals made while the Owner or Annuitant is in
             a nursing home or within 90 days after the Owner or Annuitant
             leaves the nursing home.  In addition, the confinement period for
             which you seek the waiver must begin after the Contract Date.  In
             order to use this waiver, you must submit with your withdrawal
             request, the following documents:  (1) a physician's note
             recommending the Owner's or Annuitant's admittance to a nursing
             home; (2) an admittance form which shows the type of facility the
             Owner or Annuitant entered; and (3) a bill from the nursing home
             which shows that the Owner or Annuitant met the 60 day confinement
             requirement.  An accredited nursing home shall be defined as a home
             or facility that:  (1) is operating in accordance with the law of
             jurisdiction in which it is located;  (2) is primarily engaged in
             providing, in addition to room and board, skilled nursing care
             under the supervision of a duly licensed physician;  (3) provides
             continuous 24 hour a day nursing service by or under the
             supervision of a registered nurse; and maintains a daily record of
             the patient.

AMOUNT OF WITHDRAWAL CHARGE - The amount of a withdrawal charge depends on how
long your Purchase Payments are held under this Contract. Each Purchase Payment
you make is considered to have a certain "age," depending on the length of time
since that Purchase Payment was effective. A Purchase Payment is "age one" from
the day it was effective until your next Contract Anniversary and increases in
"age" on that and each succeeding Contract Anniversary. When you withdraw an
amount, the "age" of any Purchase Payment(s) you withdraw determines the
level(s) of withdrawal charge as shown in the Contract Specifications. We
calculate your withdrawal charge by assuming that your Earnings are withdrawn
first, followed by amounts attributable to Purchase Payments. The "oldest"
Purchase Payment will be withdrawn first. The withdrawal charge will be deducted
proportionately from each Investment Option selected for withdrawal.

WITHDRAWAL ENHANCEMENTS - We reserve the right, in our sole discretion, to
calculate your withdrawal charge on more favorable terms to you than as
otherwise described in the preceding paragraph. These Withdrawal Enhancements
may include an acceleration of the day on which the "age" of any Purchase
Payment(s) is considered to occur or a waiver of some or all of the withdrawal
charge in the event the Guaranteed Interest Rate is less than a specified rate.
Although we retain the discretion to add a Withdrawal Enhancement, once it is
added, it is binding on us and effective for any specified period we have
designated. In the event of any Withdrawal Enhancement, we will notify the Owner
within thirty (30) days of the effective date of the Withdrawal Enhancement.

FREE WITHDRAWALS - During a Contract Year, you may withdraw free of withdrawal
charge amounts up to the sum of your Earnings plus your "Eligible Purchase
Payments". Eligible Purchase Payments include 10% of all remaining Purchase
Payments at the beginning of a Contract Year that have an "age" of less than
four years, plus 10% of any Purchase Payments received by us during the Contract
Year, plus 100% of all remaining Purchase Payments that have an age of four
years or more.

EARNINGS - For the purpose of calculating the withdrawal charge, as of the end
of any Business Day, your Earnings equal your Contract Value less your aggregate
Purchase Payments which are reduced by withdrawals of prior Purchase Payments.


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<PAGE>

                                    TRANSFERS

You may make transfers under this Contract subject to certain restrictions (see
TRANSFER AND WITHDRAWAL RESTRICTIONS) and any applicable fees (see CHARGES, FEES
AND DEDUCTIONS).

By providing a proper transfer request (see GENERAL PROVISIONS - PAYMENTS,
INSTRUCTIONS AND REQUESTS), you may request transfer of part or all of your
Contract Value, less Loan Account Value, in any Investment Option among other
Investment Options while your Annuitant is living and prior to the Annuity Date.

If your transfer causes your remaining Account Value in any Investment Option
immediately after such transfer to be 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. We reserve the
right to impose a transfer fee as described in the Transfer Fee provision.

Transfers between Investment Options will normally be effective as of the end of
the Business Day on which we receive a proper transfer request.





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<PAGE>

                                   WITHDRAWALS

You may, on or prior to your Annuity Date, withdraw all or a portion of the
amount available under your Contract, while the Annuitant is living and your
Contract is in force; however, no partial withdrawals are allowed within thirty
(30) days of your Contract Date. If you make a full withdrawal, we require
return of your Contract or a signed Lost Contract Affidavit with your proper
request. You may choose to withdraw from any specific Investment Option(s), or
from all Investment Options proportionately. If you do not specify, we will make
the withdrawal from your Investment Options on a pro rata basis relative to your
Account Value in each. Each partial withdrawal must be for $500 or more.
Withdrawals from the Fixed Option are subject to certain additional restrictions
described below.

If your partial withdrawal causes your Net Contract Value to be less than $1,000
immediately after the withdrawal, we may terminate your Contract and send you
the withdrawal proceeds. If your partial withdrawal causes your Account Value
remaining in any Investment Option to be 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. Withdrawals
will normally be effective as of the end of the Business Day on which we receive
a proper withdrawal request.

AMOUNT AVAILABLE FOR WITHDRAWAL - The amount available for withdrawal is your
Net Contract Value as of the end of the Business Day on which your withdrawal
request is effective, less any:

         -   withdrawal fee;
         -   withdrawal charge;
         -   annual fee; and
         -   charge for premium taxes and/or other taxes.

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

If you make a full withdrawal, this Contract will end; we will have no further
obligations under this Contract.

                      TRANSFER AND WITHDRAWAL RESTRICTIONS

SPECIAL RESTRICTIONS ON WITHDRAWALS OR TRANSFERS FROM THE FIXED OPTION - After
the first Contract Anniversary, you may, within thirty (30) days from your
Contract Anniversary, withdraw or transfer up to one-third (33-1/3%) of your
Fixed Option Value. In consecutive Contract Years, however, you may withdraw or
transfer one-third of your Fixed Option Value in one year, one-half (50%) of
your remaining Fixed Option Value in the next year, and up to the entire amount
(100%) of your remaining Fixed Option Value in the third year.


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<PAGE>

                                 CONTRACT LOANS

If your Contract is issued under a Qualified Plan under Code Sections 401 or 403
and your Qualified Plan permits, you may request a loan of a portion of your
Contract Value after your first Contract Year and before your Annuity Date.

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 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
we receive all necessary documentation in a form satisfactory to us. We will
normally forward proceeds of your loan to you within seven calendar days after
the effective date of your loan.

LOAN ACCOUNT - On the effective date of your loan, we will transfer an amount
equal to the principal amount of your loan into an account called the Loan
Account. We 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 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 your 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 your Fixed
and Variable Investment Options on a pro rata basis relative to your 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 your Contract Value; or
         -   $50,000 less your highest outstanding Contract Debt during the
             12-month period immediately preceding the effective date of your
             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 your Contract Debt at an annual rate equal to 5%. For those Contracts issued
under Qualified Plans that are 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. 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 your loan is effective.

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 up to thirty (30) years. In either case, you must repay your
loan in full prior to the Annuity Date.

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, we will bill you for any
accrued interest. Your


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<PAGE>

loan will be considered repaid only when the interest due has also been paid.
Subject to any necessary approval of state insurance authorities, we 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.

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 the end of the grace period, the
defaulted loan balance plus accrued interest will be repaid by a withdrawal from
your 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: attainment
of age 59 1/2, separation from service, death, disability, plan termination, and
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. The withdrawal will be subject to the withdrawal
charge.

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 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 your
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 your 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 your Contract.

If your 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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<PAGE>

                                  DEATH BENEFIT

A death benefit may be payable on proof of the death of the Annuitant or any
Owner before the Annuity Date, while this Contract is in force.

The proceeds of any death benefit payable will be payable upon receipt, in a
form satisfactory to us, of proof of death and instruction regarding payment of
death benefit proceeds. Such proceeds will equal the Death Benefit Amount
reduced by any charges for premium taxes and/or other taxes and any Contract
Debt. 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). Any such
Annuity Option is subject to all restrictions and requirements as are other
annuities offered under this Contract.

DEATH BENEFIT AMOUNT - The Death Benefit Amount as of any Business Day prior to
your Annuity Date is equal to the greater of: (a) your Contract Value as of that
day; or (b) your 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, including any withdrawal charge, to your 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 your Contract
Value as of the Notice Date.

DEATH OF ANNUITANT - If an Annuitant dies 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 or Contingent Annuitant, we will pay the
death benefit proceeds to the Owner, if living; otherwise to the Beneficiary, if
living; otherwise to the Contingent Beneficiary, if living; otherwise to 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 for the death of
the sole surviving Annuitant prior to the Annuity Date. If you are the Annuitant
and you die, we will determine the Death Benefit Amount and to whom it will be
paid under the Death of Annuitant provisions; and, if your Contract is a
Non-Qualified Contract, we will distribute any death benefit proceeds under the
Death of Owner Distribution Rules.

DEATH OF OWNER - If you are not the Annuitant, and you die before the Annuitant,
the death benefit proceeds will be equal to your 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 surviving Joint Owner, if any. If there is
no surviving Joint Owner and there is a Contingent Owner, we will pay the death
benefit proceeds to the surviving Contingent Owner, if any. If there is no
surviving Contingent Owner, the death benefit proceeds will be paid to the
Beneficiary, if living; otherwise to the Contingent Beneficiary, if living;
otherwise to the Owner's estate. If you are not also the Annuitant, then, in the
event the deaths of the Owner and Annuitant are under circumstances where it
cannot be determined who died first, the death benefit will be calculated under
the DEATH OF ANNUITANT provision of this Contract and payment will be made in
accordance with the DEATH OF OWNER provisions of this Contract.

If you are a Non-Natural Owner of a Contract other than a Contract issued under
a Qualified Plan as defined in Sections 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, withdrawal charge, 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.


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<PAGE>

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 dies.

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

         -   a lump sum payment;
         -   elect to receive the death benefit proceeds within five years
             following the Owner's death; or
         -   elect to receive 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 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 option will be deemed elected. We will
consider that deemed election as our receipt of instruction regarding payment of
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 received.

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 all death benefit proceeds in one 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.

On the Notice Date, if the surviving Spouse is deemed to have continued the
Contract, Pacific Life 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 proceeds exceeds the Contract Value will be added to the Contract Value
in the form of the Add-In Amount on the Notice Date. 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. The Add-In Amount will be allocated
among Investment Options in accordance with the current allocation instruction
for the Contract and will be considered earnings.

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.

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 Sections 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).


10-13000                               21
<PAGE>

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








10-13000                               22
<PAGE>

                                   BENEFICIARY

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

If the Beneficiary is a trustee, we will neither be responsible for verifying a
trustee's right to receive any death benefit proceeds payable, 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.







10-13000                               23
<PAGE>

                                ANNUITY BENEFITS

CHOICE OF ANNUITY DATE - Your Annuity Date is shown in the Contract
Specifications. If you did not select an Annuity Date in your application for
this Contract, we assigned an Annuity Date based on the type of this Contract
and the Annuitant's Age (see DEFAULT ANNUITY DATE AND OPTIONS).

You may change your Annuity Date by providing proper notice to us at least ten
(10) Business Days prior to your current Annuity Date or new Annuity Date,
whichever is earlier. Your Annuity Date may not be earlier than your first
Contract Anniversary and must occur on or before the day the younger Annuitant
reaches his or her 95th birthday, or earlier as required by state law or the
Code. You may be subject to additional restrictions under your Qualified Plan.
You should consult with your Qualified Plan administrator before you elect your
Annuity Date.

APPLICATION OF CONTRACT VALUE - Prior to the Annuity Date, you may elect to
convert all or part of your Net Contract Value, less any charge for premium
taxes and/or other taxes, to any currently offered Annuity Option. You may also
elect a full withdrawal (subject to the terms of the withdrawal provisions) 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. The aggregate net amount you convert must be at least $10,000;
otherwise, we reserve the right to pay a single amount equal to your withdrawal
proceeds (see AMOUNT AVAILABLE FOR WITHDRAWALS).

If you convert only a portion of your Net Contract Value on your Annuity Date,
you may, at that time, elect not to have the remainder of your Net Contract
Value distributed, but instead to continue your 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 your Annuity Start Date (or Annuity Date) would,
with regard to such Contract Value, be deemed to refer to that second Annuity
Date. You should call 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 on the Annuity Date 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 (see ANNUITY OPTIONS), 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 surrender 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 your annuity. If you select a variable annuity, on your Annuity
Date, we will convert that portion of your 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 your 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 (but not under the Fixed Option).

Each periodic payment under the fixed annuity will be equal to the amount of
your 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 times in
any twelve 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.


10-13000                               24
<PAGE>

In choosing an Annuity Option, you must submit your Option request to us in a
form satisfactory to us.

ANNUITY OPTIONS - The following forms of annuity payments 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. Any applicable withdrawal charge will be
             deducted from the present value as if you fully surrendered your
             contract. For the purposes of calculating the withdrawal charge,
             annuity payments will be treated as partial withdrawals.

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 continue 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. Any applicable withdrawal charge will be
             deducted from the present value as if you fully surrendered your
             contract. For the purposes of calculating the withdrawal charge,
             annuity payments will be treated as partial withdrawals.

IF THE OWNER DIES AFTER THE ANNUITY DATE, OWNER'S RIGHTS ARE ASSUMED BY THE
JOINT OR CONTINGENT OWNER; IF LIVING, IF NOT TO THE BENEFICIARY, IF LIVING; IF
NOT TO THE CONTINGENT BENEFICIARY, IF LIVING; IF NOT TO THE OWNER'S ESTATE..

DEFAULT ANNUITY DATE AND OPTIONS - If you did not choose an Annuity Date when
you submitted your application for this Contract, your Annuity Date is the
Annuitant's 95th birthday. If there are Joint Annuitants, the Annuity Date will
be based on the younger Annuitant's birthday, unless otherwise required by law.

If you do not elect an Annuity Option, your Net Contract Value, and any charge
for premium taxes and/or other taxes, when converted, will, subject to our
minimum requirements, be converted as follows:

         -   the net amount from your Fixed Option Value will be converted to a
             fixed annuity and held in our General Account, and


10-13000                               25
<PAGE>

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

If this is a Non-Qualified Contract, or a Qualified Contract and you are not
married, your Annuity Option will be Life with 10 Year Period Certain. If this
is a Qualified Contract and you are married, your Annuity Option will be Joint
and Survivor Life, with survivor payments of 50%, and your spouse will
automatically be named as the secondary Annuitant. If you do not elect your
frequency of payments, we will make payments based on our most frequent schedule
that results in an initial annuity payment of at least $250.

AMOUNT OF PAYMENTS - The first annuity payment amount depends on the form of
annuity, the payment frequency you select, 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.

CONVERSION TO CURRENT RATES - The annuity payments made will be based on the
greater of:

         -   our current income factors in effect for this Contract on your
             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 your elected
Annuity Option.

VARIABLE ANNUITY PAYMENTS - YOUR 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 your 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.

YOUR SUBSEQUENT VARIABLE PAYMENTS. The amount of each subsequent variable
annuity payment will be the sum of the amounts payable based on your Annuity
Units in each Subaccount. To determine the amount payable for each Subaccount,
we multiply the number of your 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.


10-13000                               26
<PAGE>

PERIODIC PAYMENTS - The first payment under these 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.












10-13000                               27
<PAGE>

                              ANNUITY OPTION TABLES

For the fixed Annuity Option and the initial variable annuity benefit, the
Tables below illustrate the minimum guaranteed monthly income purchased per
$1,000 of the net amount applied. 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 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. 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. 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.

These Tables provide for sex-distinct and unisex payment income factors for life
payment options. For some Qualified Plans and in some states, the use of
sex-distinct income factors are prohibited. For those Qualified Plans and in
those states, we use blended unisex income factors for life payment options,
whether the Annuitant is male or female.

We will provide rates for any payment frequency, interest rate, Age or sex,
combinations thereof, and/or payout percentage or any Annuity Option, if
applicable, that we offer if they are not shown in the Tables that follow.








10-13000                               28
<PAGE>

      OPTIONS 1 AND 2 - SINGLE LIFE ANNUITIES WITH GUARANTEED PAYMENTS FOR:

<TABLE>
<CAPTION>
                                     FIXED ANNUITY RATES
    -------------------------------------------------------------------------------------------

                    MALE AT 3%                   FEMALE AT 3%                 UNISEX AT 3%
              ---------------------        ----------------------        ----------------------

    AGE       NONE   10 YR.   20 YR.       NONE    10 YR.  20 YR.        NONE    10 YR.  20 YR.
    ---       ----   -----    -----        ----    -----   ------        ----    ------  ------
    <S>      <C>     <C>      <C>          <C>     <C>     <C>          <C>      <C>     <C>
    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
</TABLE>



<TABLE>
<CAPTION>
                                    VARIABLE ANNUITY RATES
    -------------------------------------------------------------------------------------------

                    MALE AT 5%                  FEMALE AT 5%                  UNISEX AT 5%
              ---------------------        ----------------------        ----------------------

              NONE   10 YR.   20 YR.       NONE    10 YR.  20 YR.        NONE    10 YR.  20 YR.
              ----   -----    -----        ----    -----   ------        ----    ------  ------
    <S>      <C>     <C>      <C>          <C>     <C>     <C>          <C>      <C>     <C>
    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
</TABLE>



10-13000                               29
<PAGE>

                     OPTION 3 - JOINT AND 50% SURVIVOR LIFE

<TABLE>
<CAPTION>
                                                            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
               -----   --------   -----   --------   -----   --------   -----   --------   -----   --------   -----   --------
<S>       <C>  <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>
          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
FEMALE    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
 AGE      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
              -----------------------------------------------------------------------------------------------------------------
</TABLE>


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

<TABLE>
<CAPTION>
                                                            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
               -----   --------   -----   --------   -----   --------   -----   --------   -----   --------   -----   --------
<S>       <C>  <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>
          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
FEMALE    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
   AGE    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
              -----------------------------------------------------------------------------------------------------------------
</TABLE>


                     OPTION 3 - JOINT AND 100% SURVIVOR LIFE

<TABLE>
<CAPTION>
                                                            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
               -----   --------   -----   --------   -----   --------   -----   --------   -----   --------   -----   --------
<S>       <C>  <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>
          60   3.60      4.80     3.69      4.88     3.76      4.94     3.81      5.00     3.84      5.04     3.87      5.03
FEMALE    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
   AGE    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
              -----------------------------------------------------------------------------------------------------------------
</TABLE>


10-13000                               30
<PAGE>

<TABLE>
<CAPTION>
                                                            PRIMARY ANNUITANT
                                                                UNISEX 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
               -----   --------   -----   --------   -----   --------   -----   --------   -----   --------   -----   --------
<S>       <C>  <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>
          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
UNISEX    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
 AGE      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
              -----------------------------------------------------------------------------------------------------------------
</TABLE>


                         OPTION 4 - PERIOD CERTAIN ONLY

<TABLE>
<CAPTION>
      MONTHLY                         MONTHLY                       MONTHLY                         MONTHLY
      INCOME                          INCOME                        INCOME                          INCOME

 -----------------               -----------------             -----------------               -----------------
             3%                              3%                             3%                             3%
   YEARS   FIXED                   YEARS   FIXED                 YEARS    FIXED                  YEARS   FIXED
   --------------                  -------------                 --------------                  -------------
   <S>     <C>                     <C>     <C>                   <C>      <C>                    <C>     <C>
     7     13.16                    12      8.24                  19      5.73                    26     4.59
     8     11.68                    13      7.71                  20      5.51                    27     4.47
     9     10.53                    14      7.26                  21      5.32                    28     4.37
    10      9.61                    15      6.87                  22      5.15                    29     4.27
    11      8.86                    16      6.53                  23      4.99                    30     4.18
                                    17      6.23                  24      4.84
                                    18      5.96                  25      4.71
 -----------------               -----------------             -----------------               -----------------
</TABLE>



10-13000                               31
<PAGE>

                          TABLE OF FIXED ACCOUNT VALUES

The following table provides guaranteed values at the end of each year for
twenty years and is based on the minimum guaranteed annual interest rate of
3.00% and the deduction of applicable Fees and Charges under the Contract (see
the charge section).

The table assumes that 100% of a level premium of $10,000 are allocated to the
Fixed Account. In computing the Full Withdrawal value, the Contract is
surrendered at the end of each contract year.

Pacific Life may credit an interest rate that is higher than the guaranteed
interest rate of 3.00% for the Fixed Option.

<TABLE>
<CAPTION>
                                End of                     End of Contract
                            Contract Year                     Year Full                     Effective
                             Accumulated                     Withdrawal                      Rate of
 Contract Year                  Value                           Value                         Return
----------------          ------------------            ---------------------            ---------------
<S>                       <C>                           <C>                              <C>
       1                          10,270.00                         9,640.00                     -3.60%
       2                          10,548.10                        10,008.10                      0.04%
       3                          10,834.54                        10,474.54                      1.56%
       4                          11,129.58                        11,129.58                      2.71%
       5                          11,433.47                        11,433.47                      2.72%
       6                          11,746.47                        11,746.47                      2.72%
       7                          12,068.86                        12,068.86                      2.72%
       8                          12,400.93                        12,400.93                      2.73%
       9                          12,742.96                        12,742.96                      2.73%
      10                          13,095.25                        13,095.25                      2.73%
      11                          13,458.10                        13,458.10                      2.74%
      12                          13,831.85                        13,831.85                      2.74%
      13                          14,216.80                        14,216.80                      2.74%
      14                          14,613.31                        14,613.31                      2.75%
      15                          15,021.71                        15,021.71                      2.75%
      16                          15,442.36                        15,442.36                      2.75%
      17                          15,875.63                        15,875.63                      2.76%
      18                          16,321.90                        16,321.90                      2.76%
      19                          16,781.55                        16,781.55                      2.76%
      20                          17,255.00                        17,255.00                      2.77%
</TABLE>



10-13000                               32
<PAGE>







================================================================================

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

-   Investment Experience Reflected in Benefits

-   Variable and Fixed Accumulation Before Annuity Date; Variable and Fixed
    Annuity Payments Thereafter

-   Death Benefit Proceeds Payable Before Annuity Date

-   Non-Participating