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Exhibit 4.(h)(2)
                                           [LOGO] PACIFIC LIFE
                                                  Pacific Life Insurance Company
                                                  700 Newport Center Drive
                                                  Newport Beach, CA 92660

                         STEPPED-UP DEATH BENEFIT RIDER

This Rider is part of your Contract and should be attached to it.
Notwithstanding any provision of your Contract to the contrary, the provisions
of this Rider shall prevail over the provisions of your Contract.

You have elected the Stepped-up Benefit Rider ("SDBR"). The Mortality and
Expense Risk Charge shown in the Contract Specifications reflects an increase to
the annual rate equal to 0.20% for expenses related to the SDBR. . The Risk
Charge will be charged daily against assets held in your Variable Investment
Options(s). The Risk Charge is guaranteed not to increase.

This SDBR may be elected only at the Contract Date and will remain in effect
until the earlier of (a) a full withdrawal of the amount available for
withdrawal under the Contract, (b) when death benefit proceeds become payable
under the Contract, (c) any termination of the Contract in accordance with the
provisions of the Contract, or (d) the Annuity Date. This SDBR may only be
elected if the Age of each Annuitant is 75 years or younger on the Contract
Date.

A section entitled GUARANTEED MINIMUM DEATH BENEFIT ("GMDB") AMOUNT is added
after the DEATH BENEFIT AMOUNT section of the DEATH BENEFIT provision of your
Contract as follows:

GUARANTEED MINIMUM DEATH BENEFIT ("GMDB") AMOUNT - The GMDB Amount will be
calculated only when death benefit proceeds becomes payable as a result of the
death of the Annuitant, and is determined as follows:

First, we calculate what the Death Benefit Amount would have been as of your
first Contract Anniversary and each subsequent Contract Anniversary that occurs
while the Annuitant is living and before the Annuitant reaches his or her 81st
birthday (each of these Contract Anniversaries is a "Milestone Date"). We then
adjust the Death Benefit Amount for each Milestone Date by: (i) adding the
aggregate amount of any Purchase Payments received by us since that Milestone
Date; and (ii) subtracting an amount for each withdrawal that has occurred since
that Milestone Date, which is calculated by multiplying the Death Benefit Amount
by the ratio of the amount of each withdrawal that has occurred since that
Milestone Date, including withdrawal charges, if any, to the Contract Value
immediately prior to the withdrawal.

The highest of these adjusted Death Benefit Amounts as of the Notice Date is
your GMDB Amount. The "Notice Date" is the day on which we receive, in a form
satisfactory to us, proof of death and instructions regarding payment of death
benefit proceeds.

The DEATH OF ANNUITANT section under the DEATH BENEFIT provision of your
Contract is replaced in its entirety as follows:


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DEATH OF ANNUITANT - If the Annuitant dies before the first Milestone Date, the
death benefit will be equal to your Death Benefit Amount as of the Notice Date.

If the Annuitant dies after your first Milestone Date and prior to your Annuity
Date, the death benefit will be equal to the greater of the Death Benefit Amount
and the GMDB Amount as of the Notice Date. If an Annuitant dies before the
Annuity 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 as the result of the death of the sole surviving Annuitant prior to the
Annuity Date. If you are the Annuitant and you die, we will determine the amount
of any death benefit and the Beneficiary under the Death of Annuitant
provisions. If your Contract is a Non-Qualified Contract, we will distribute any
death benefit proceeds under the Death of Owner Distribution Rules.

All other terms and conditions of your Contract remain unchanged.



                         PACIFIC LIFE INSURANCE COMPANY



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


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