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                                                                       Exh. 4(g)

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



                   SIMPLE INDIVIDUAL RETIREMENT ANNUITY RIDER

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

The Contract under which it has been issued is hereby modified as specified
below in order to qualify as a SIMPLE Individual Retirement Annuity ("SIMPLE
IRA") under Code Section 408(p).

The provisions of this rider will control if they are in conflict with those of
the Contract.

A.   DEFINITIONS

ADD-IN AMOUNT - Any amount added by PL to the Contract Value on the Notice Date
to set the Contract Value equal to the death benefit proceeds that would have
been payable to the Owner's surviving spouse, when such spouse is the deemed
sole Designated Beneficiary of the death benefit under part D below.

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

ANNUITY START DATE - The date shown in the Contract Specifications, or the date
you have most recently elected under the Contract, if any, for the start of
annuity payments if the Annuitant is still living and the Contract is in force;
or if earlier, the date that annuity payments actually begin.

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

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

IRA - is an individual retirement account or annuity under Code Section 408.

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

OWNER OR YOU - is the Owner of the Contract.

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

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

SIMPLE IRA - is a SIMPLE IRA under Code Section 408(p).

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

B.   SIMPLE IRA PROVISIONS

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

2.   No benefits under the Contract may be transferred, sold, assigned, or
     pledged as collateral for a loan, or as security for the performance of an
     obligation, or for any other purpose, to any person; except that the
     Contract may be transferred to a former or separated spouse of the Owner
     under a divorce or


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     separation instrument described in Code Section 408(d)(6). In the event of
     such a transfer, the transferee shall for all purposes be treated as the
     Owner under this Contract.

3.   No contribution shall be allowed into this Contract unless it is (a) a cash
     contribution made on the Owner's behalf under a SIMPLE IRA plan described
     in Code Section 408(p) or (b) a rollover contribution or transfer of assets
     from another SIMPLE IRA of the Owner.

4.   Prior to the expiration of the 2-year period beginning on the date that the
     Owner first participated in any SIMPLE IRA plan maintained by the Owner's
     employer, any rollover, transfer or distribution from this SIMPLE IRA that
     is not made timely to another SIMPLE IRA of the Owner may be subject to a
     25% penalty tax, as well as to ordinary income tax. Any rollover or
     transfer made after such 2-year period to any IRA of the Owner under Code
     Section 408(a) or (b) can be tax-free if made in a timely and appropriate
     manner.

5.   Additional Purchase Payments (or premium payments) under the Contract must
     be at least the minimum as stated in the Purchase Payment (or Premiums)
     provision of the Contract.

6    Where this Contract has been set up under a SIMPLE IRA plan of an employer
     who made all contributions to the IRAs of a designated trustee or issuer
     within the meaning of Code Section 408(p)(7), the Owner's balance under
     this Contract may be transferred tax free to another IRA in accordance with
     Code Section 408(p)(7) and the SIMPLE IRA rollover rules in Code Section
     408(d)(3)(G).

7.   Any Purchase Payment (or premium) refund declared by PL other than a refund
     attributable to an excess contribution will be applied toward the purchase
     of additional benefits before the close of the calendar year following the
     refund.

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

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

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

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

     (b)  For purposes of this Section 8, life expectancy is computed by use of
          the expected return multiples in Tables V and VI of Regulation Section
          1.72-9. Unless otherwise elected by the Owner by the Required
          Beginning Date, life expectancy for the Owner shall be recalculated
          annually, but shall not be recalculated annually for any spouse
          Designated Beneficiary. Any election by the Owner to recalculate (or
          not) the life expectancy of the Owner or of a spouse Designated
          Beneficiary shall be irrevocable and shall apply to all subsequent
          years. The life expectancy of a non-spouse Designated Beneficiary may
          not be recalculated. Instead where the life expectancy of a Designated
          Beneficiary (or Owner) is not recalculated annually, such a life
          expectancy shall be calculated using the attained age of such
          Beneficiary (or Owner) during the calendar year in which the Owner
          attains age 70 1/2, and payments for subsequent years shall be
          calculated based on such life expectancy reduced by one year for each
          calendar year which has elapsed since the calendar year life
          expectancy was first calculated.


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

         (i)    if the Owner's only Designated Beneficiary is the spouse, the
                minimum amount that must be distributed in a distribution
                calendar year is the amount determined under the regular minimum
                distribution requirements in this Section 8.

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

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

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

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

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

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

     (e)   Only a method of distribution offered by PL that satisfies these
           conditions can be selected. You must make this selection before the
           end of the calendar year in which you attain age 70-1/2.

9.   On the death of the Owner, distribution shall be made in accordance with
     the annuity options described in the Contract. However, selection of an
     annuity option which does not satisfy the conditions of this Section 9
     shall not be permitted.

     (a)  If the Owner dies before distribution of his or her interest in the
          Contract has begun in accordance with paragraph 8(b) above, the entire
          interest shall be distributed by December 31st of the fifth calendar
          year which follows the year of the Owner's death except to the extent
          that paragraph 9(b) below applies or: (i) such interest is paid over a
          period not exceeding the lifetime, or the life expectancy, of the
          Designated Beneficiary; and (ii) payments begin by December 31st of
          the calendar year which follows the year of the Owner's death.

     (b)  To the extent that the Designated Beneficiary of the Owner's interest
          is the Surviving Spouse, such spouse may elect to receive payments
          over the life or life expectancy of such spouse commencing at any date
          prior to the later of: (i) December 31 of the calendar year
          immediately following the calendar year in which the Owner died; and
          (ii) December 31 of the calendar year


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          in which the Owner would have attained age 70 1/2. Such election must
          be made no later than the earlier of December 31 of the calendar year
          containing the fifth anniversary of the Owner's death or the date
          distributions are required to begin pursuant to the preceding
          sentence. Such Surviving Spouse may accelerate these payments at any
          time, i.e., increase the frequency or amount of such payments.

     (c)  If the Surviving Spouse is the Designated Beneficiary, such spouse may
          elect to convert this IRA to such spouse's own IRA by requesting such
          a conversion in writing to PL. If such spouse so elects, such spouse
          shall be Owner and Annuitant for purposes of applying the restrictions
          contained in this rider. Such an election shall be deemed to have been
          made (i) if such spouse fails to make an election in accordance with
          paragraph 9(b) above, makes a regular IRA contribution to this
          contract, makes a rollover distribution or direct transfer from this
          Contract, or makes a rollover distribution or direct transfer to this
          Contract from another SIMPLE IRA of such spouse, or (ii) if the
          employer of such spouse makes a contribution to this Contract under a
          SIMPLE IRA plan maintained by such an employer.

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

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

     (f)  If the Owner dies after distribution of his or her interest in the
          Contract has begun in accordance with paragraph 8(b) above but before
          his or her entire interest has been distributed, the remaining
          interest shall be distributed at least as rapidly as under the method
          of distribution being used immediately prior to the Owner's death.

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

     (h)  If the Owner dies before his or her entire interest has been
          distributed to him or her, no additional cash contributions or
          "rollover contributions" shall be allowed into this Contract unless
          the Surviving Spouse elects to convert this Contract to be his or her
          own IRA, as specified above in this Section 9.

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

C.   TAX QUALIFICATION PROVISIONS

     The Contract as amended by this rider is intended to qualify as part of a
     tax-qualified individual retirement arrangement, plan or contract that
     meets the requirements of Code Section 408(p) and any applicable
     regulations relating thereto. To that end, the provisions of this rider and
     the Contract (including any other rider or endorsement) are to be
     interpreted to ensure or maintain such tax qualification, notwithstanding
     any other provision to the contrary. PL reserves the right to amend this


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     rider to comply with any future changes in the Code or any regulations,
     rulings or other published guidance under the Code, or to reflect any
     clarifications that may be needed or are appropriate to maintain such tax
     qualification, without consent (except for the states of Michigan,
     Pennsylvania, South Carolina and Washington, where affirmative consent is
     required). PL shall provide the Owner with a copy of any such amendment.

D.   SPOUSAL CONTINUATION PROVISIONS

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

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

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



                         PACIFIC LIFE INSURANCE COMPANY


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

    Chairman and Chief Executive Officer                      Secretary


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