485APOS

As filed with the Securities and Exchange Commission on October 15, 2004.
Registrations Nos.

333-93059
811-08946

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No. ___	o
Post-Effective Amendment No. 19	x
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
Amendment 112	x

(Check appropriate box or boxes)

SEPARATE ACCOUNT A
(Exact Name of Registrant)

PACIFIC LIFE INSURANCE COMPANY
(Name of Depositor)

700 Newport Center Drive
Newport Beach, California 92660
(Address of Depositor’s Principal Executive Offices) (Zip Code)

(949) 219-3743
(Depositor’s Telephone Number, including Area Code)

Diane N. Ledger
Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and address of agent for service)

Copies of all communications to:

Diane N. Ledger
Pacific Life Insurance Company
P.O. Box 9000
Newport Beach, CA 92658-9030 Ruth Epstein, Esq.
Dechert LLP
1775 Eye Street, N.W.
Washington, D.C. 20006-2401

Approximate Date of Proposed Public Offering

It is proposed that this filing will become effective (check appropriate box)

o immediately upon filing pursuant to paragraph (b) of Rule 485

o on pursuant to paragraph (b) of Rule 485

x 60 days after filing pursuant to paragraph (a) (1) of Rule 485

o on _____________ pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

o this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Title of Securities Being Registered: Interests in the Separate Account Under Pacific Innovations and Pacific Innovations Select individual flexible premium deferred variable annuity contracts.

Filing Fee: None

SEPARATE ACCOUNT A
FORM N-4
CROSS REFERENCE SHEET

PART A
Item No.		Prospectus Heading
1.	Cover Page	Cover Page
2.	Definitions	TERMS USED IN THIS PROSPECTUS
3.	Synopsis	AN OVERVIEW OF PACIFIC INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT
4.	Condensed Financial Information	YOUR INVESTMENT OPTIONS — Variable Investment Option Performance; ADDITIONAL INFORMATION — Financial Statements; FINANCIAL HIGHLIGHTS
5.	General Description of Registrant, Depositor and Portfolio Companies	AN OVERVIEW OF PACIFIC INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; PACIFIC LIFE AND THE SEPARATE ACCOUNT — Pacific Life, — Separate Account A; YOUR INVESTMENT OPTIONS — Your Variable Investment Options; ADDITIONAL INFORMATION — Voting Rights
6.	Deductions	AN OVERVIEW OF PACIFIC INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; HOW YOUR INVESTMENTS ARE ALLOCATED — Transfers; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS — Optional Withdrawal
		AN OVERVIEW OF PACIFIC INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; PURCHASING YOUR CONTRACT — How to Apply for your Contract; HOW YOUR INVESTMENTS ARE ALLOCATED; RETIREMENT BENEFITS AND OTHER PAYOUTS — Choosing Your Annuity Option, — Your Annuity Payments, — Death Benefits; ADDITIONAL INFORMATION — Voting Rights, — Changes to Your Contract, — Changes to ALL Contracts, — Inquiries and Submitting
7.	General Description of Variable Annuity Contracts	AN OVERVIEW OF PACIFIC INNOVATIONS; AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; PURCHASING YOUR CONTRACT — How to Apply for your Contract; HOW YOUR INVESTMENTS ARE ALLOCATED; RETIREMENT BENEFITS AND OTHER PAYOUTS — Choosing Your Annuity Option, — Your Annuity Payment, — Death Benefits; OTHER OPTIONAL RIDERS; ADDITIONAL INFORMATION — Voting Rights, — Changes to Your Contract, — Changes to ALL Contracts, — Inquiries and Submitting Forms and Requests, — Timing of Payments and Transactions.
8	Annuity Period	RETIREMENT BENEFITS AND OTHER PAYOUTS
9.	Death Benefit	RETIREMENT BENEFITS AND OTHER PAYOUTS — Death Benefits
10.	Purchases and Contract Value	AN OVERVIEW OF PACIFIC INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; PURCHASING YOUR CONTRACT; HOW YOUR INVESTMENTS ARE ALLOCATED; PACIFIC LIFE AND THE SEPARATE ACCOUNT — Pacific Life; THE GENERAL ACCOUNT — Withdrawals and Transfers
11.	Redemptions	AN OVERVIEW OF PACIFIC INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS; ADDITIONAL INFORMATION — Timing of Payments and Transactions; THE GENERAL ACCOUNT — Withdrawals and Transfers
12.	Taxes	CHARGES, FEES AND DEDUCTIONS — Premium Taxes; WITHDRAWALS — Optional Withdrawals, — Tax Consequences of Withdrawals; FEDERAL TAX STATUS
13.	Legal Proceedings	Not Applicable
14.	Table of Contents of the Statement of Additional Information	CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

PART B

Item No.		Statement of Additional Information Heading
15.	Cover Page	Cover Page
16.	Table of Contents	TABLE OF CONTENTS
17.	General Information and History	Not Applicable
18.	Services	Not Applicable
19.	Purchase of Securities Being Offered	THE CONTRACTS AND THE SEPARATE ACCOUNT — Calculating Subaccount Unit Values, — Systematic Transfer Programs
20.	Underwriters	DISTRIBUTION OF THE CONTRACTS — Pacific Select Distributors, Inc.
21.	Calculation of Performance Data	PERFORMANCE
22.	Annuity Payments	THE CONTRACTS AND THE SEPARATE ACCOUNT — Variable Annuity Payment Amounts
23.	Financial Statements	FINANCIAL STATEMENTS

PART C

Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C to this Registration Statement.

PROSPECTUS

(included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0000892569-04-000565 filed on April 30, 2004, Accession No. 0000892569-04-000585 filed on May 3, 2004, Accession No. 0000892569-04-000639 filed on May 6, 2004, Accession No. 0000892569-04-000764 filed on June 29, 2004, 2nd Accession No. 0000892569-04-000828 filed on July 23, 2004 and incorporated by reference herein.)

STATEMENT OF ADDITIONAL INFORMATION

(included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0000892569-04-000565 filed on April 30, 2004, Accession No. 0000892569-04-000585 filed on May 3, 2004, Accession No. 0000892569-04-000639 filed on May 6, 2004, Accession No. 0000892569-04-000764 filed on June 29, 2004, 2nd Accession No. 0000892569-04-000828 filed on July 23, 2004 and incorporated by reference herein.)

Supplement dated December 17, 2004 to the Prospectus and Statement of Additional Information dated May 1, 2004 for the Pacific Innovations variable annuity contract issued by Pacific Life Insurance Company

Capitalized terms used in this supplement are defined in the Prospectus referred to above unless otherwise defined herein. “We,” “us,” or “our” refer to Pacific Life Insurance Company; “you” or “your” refer to the Contract Owner.

This supplement must be preceded or accompanied by the Prospectus dated May 1, 2004. The changes described in this supplement to the Prospectus and Statement of Additional Information are effective February 1, 2005.

This supplement changes the Prospectus and Statement of Additional Information (SAI) as follows:

The optional Guaranteed Income Advantage 5 (GIA 5) Rider, where available, is only available for purchase until the GIA Plus Rider is available in your state. All references to the GIA 5 Rider in the Prospectus and SAI shall be subject to this disclosure.

The optional Guaranteed Income Advantage II (GIA II) Rider, where available, is only available for purchase until the GIA Plus Rider is available in your state. All references to the GIA II Rider in the Prospectus and SAI shall be subject to this disclosure.

AN OVERVIEW OF PACIFIC INNOVATIONS is amended by adding the following:

Guaranteed Income Advantage Plus (GIA Plus) Rider

Subject to state availability, the optional GIA Plus Rider offers a guaranteed income annuity option when an asset allocation program established and maintained by us for the GIA Plus Rider is used. You may buy the GIA Plus Rider on the Contract Date or on any Contract Anniversary. The GIA Plus Rider may not be available. Ask your registered representative about its current availability.

If you buy the GIA Plus Rider within sixty (60) days after the Contract Date or within thirty (30) days after a Contract Anniversary, we will make the Effective Date of the GIA Plus Rider coincide with that Contract Date or Contract Anniversary.

You should consult a qualified adviser for complete information and advice before purchasing the GIA Plus Rider.

There may be adverse consequences to taking a loan while this Rider is in effect. If you have an existing loan on your Contract, you should carefully consider whether the Rider is appropriate for you.

The GIA Plus Rider is called the Guaranteed Income Annuity (GIA) Rider in the Contract’s Rider.

Income Access Plus Rider

Subject to state availability, the optional Income Access Plus Rider offers you during the accumulation period, the ability to withdraw up to 5% of a Protected Payment Base (usually Purchase Payments) and provides an Income Access Credit of 6% to your Protected Payment Base and Remaining Protected Balance for up to a five year period (provided you do not take any withdrawals during this period), when used with an asset allocation program established and maintained by us. You may buy this Rider on the Contract date or on any Contract Anniversary.

The Rider also provides for an additional option (the ''Reset”) on any Contract Anniversary beginning with the third (3rd) anniversary of the Rider Effective Date or most recent Reset Date and may include an increase in the charges (up to a maximum of 1.20%) associated with the Rider. The Income Access Plus Rider may not be available. Ask your registered representative about its current availability.

If you buy the Rider within sixty (60) days after the Contract Date or within thirty (30) days after a Contract Anniversary, we will make the Effective Date of the Rider coincide with that Contract Date or Contract Anniversary.

You should consult a qualified advisor for complete information and advice before purchasing the Income Access Plus Rider or electing the Reset provision available under the Rider.

There may be adverse consequences to taking a loan while this Rider is in effect. If you have an existing loan on your Contract, you should carefully consider whether the Rider is appropriate for you.

The Income Access Plus Rider is called the Guaranteed Withdrawal Benefit Rider in the Contract’s Rider.

The Periodic Expenses section is amended by adding the following:

•      Guaranteed Income Advantage Plus (GIA Plus) Rider Charge	0.50	%13
•      Income Access Plus Rider Charge	1.20	%14

The following Footnotes are added to the Periodic Expenses section:

¹³ If you buy the GIA Plus Rider (subject to state availability), we deduct this charge proportionately from your Investment Options on each Contract Anniversary and when you make a full withdrawal if the Rider is in effect on that date, or if the Rider is terminated. If the Rider is terminated on a Contract Anniversary, the full annual Charge will be deducted from the Contract Value on that Contract Anniversary. If this Rider is terminated on a day other than a Contract Anniversary the Charge will be prorated to the date of termination. The prorated Charge will be based on the greater of the Guaranteed Income Base or the Contract Value as of the day the Rider terminates. The prorated amount will be deducted from the Contract Value on the earlier of the day the Contract terminates or the Contract Anniversary immediately following the day the Rider terminates. We will waive the annual charge if the Rider terminates as a result of death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract.

¹⁴ If you buy the Income Access Plus Rider (subject to state availability), we deduct this charge proportionately from your Investment Options on each Contract Anniversary following the Effective Date of the Rider during the term of the Rider and while the Rider is in effect, or if the Rider is terminated. If the Rider is terminated on a Contract Anniversary, the full annual Charge will be deducted from the Contract Value on that Contract Anniversary. If this Rider is terminated on a day other than a Contract Anniversary the charge will be prorated to the date of termination. The prorated Charge will be calculated based on the Contract Value as of the day the Rider terminates. The prorated Charge will be deducted from the Contract Value on the earlier of the day the Contract terminates or the Contract Anniversary immediately following the day the Rider terminates. The 1.20% Charge is the maximum charge allowable under the terms and conditions of the Rider. Currently, the annual Charge for the Rider is 0.40%. Under the terms and conditions of the Rider, the annual Charge will remain the same while the Rider is in effect, unless you elect the optional Reset provision provided under the Rider. The Charge if you purchase the Rider will also be shown on the Rider in your Contract. We will waive the annual Charge if the Rider terminates as a result of death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract.

Footnotes 9, 10, 11, 12 and 13 in the Periodic Expenses section are amended by adding the following:

If the effective date of termination of the Rider or Contract is on a day other than the Contract Anniversary, any Charge imposed for the Rider will be prorated based on the effective date of termination.

The Minimum and Maximum expense percentages in the Pacific Select Fund Annual Operating Expenses table are replaced with the following:

	Minimum			Maximum
Total Annual Pacific Select Fund Operating Expenses1 Expenses that are deducted from the Fund’s assets, including advisory fees, 12b-1 distribution expenses and other expenses		0.30	%		1.29	%

The footnote to the Total Annual Pacific Select Fund Operating Expenses section is amended by adding the following:

The expense information has been restated to reflect fees that will be effective on February 1, 2005.

The Examples section is replaced with the following:

The following examples are intended to help you compare the cost of investing in your Contract with the cost of investing in other variable annuity contracts. These costs include Contract transaction expenses, the maximum periodic Contract expenses (including the combination of optional Riders whose cumulative expenses totaled more than any other combination of optional Riders), Separate Account annual expenses, and maximum and minimum Portfolio fees and expenses for the year ended December 31, 2003, and to reflect fees that will be effective on February 1, 2005. Premium taxes and/or other taxes may also be applicable.

The examples assume that you invest $10,000 in the Contract for the time periods indicated. They also assume that your Investment has a 5% return each year and assumes the maximum and minimum fees and expenses of all of the Investment

Options available. Although your actual costs may be higher or lower, based on these assumptions, your maximum and minimum costs would be:

• If you surrendered your Contract:

	1 Year		3 Years		5 Years		10 Years
Maximum*	$	1,444	$	2,598	$	3,088	$	5,976
Minimum*	$	987	$	1,269	$	944	$	2,047

• If you annuitized your Contract:

	1 Year		3 Years		5 Years		10 Years
Maximum*	$	1,444	$	1,878	$	3,088	$	5,976
Minimum*	$	987	$	549	$	944	$	2,047

• If you did not surrender or annuitize, but left the money in your Contract:

	1 Year		3 Years		5 Years		10 Years
Maximum*	$	634	$	1,878	$	3,088	$	5,976
Minimum*	$	177	$	549	$	944	$	2,047

* In calculating the examples above, we used the maximum and minimum total operating expenses of all of the Portfolios as shown in the Fees And Expenses Paid By The Fund section of the Fund’s Prospectus adjusted to reflect fees that will be effective on February 1, 2005. For more information on fees and expenses, see CHARGES, FEES AND DEDUCTIONS in this Prospectus, and see the Fund’s Prospectus. See the FINANCIAL HIGHLIGHTS section in the Prospectus for condensed financial information.

PURCHASING YOUR CONTRACT AND OPTIONAL RIDERS is amended by adding the following:

Purchasing the Guaranteed Income Advantage Plus (GIA Plus) Rider (Optional)

You may purchase the GIA Plus Rider (subject to state availability) on the Contract Date or on any Contract Anniversary. You may purchase the GIA Plus Rider only if:

• the age of each Annuitant is eighty (80) years or younger on the date the Rider is purchased, and

• the entire Contract Value is invested according to an asset allocation program established and maintained by us for this Rider.

Except as otherwise provided below, the GIA Plus Rider will remain in effect until the earlier of:

• the day any portion of the Contract Value is no longer invested according to an asset allocation program established and maintained by us for the Rider,

• the day we receive notification from you to terminate the Rider,

• the day of the first death of an Owner or the date of death of the sole surviving Annuitant,

• the date the Contract is terminated in accordance with the terms of the Contract, or

• the Annuity Date.

Upon your request, the GIA Plus Rider may be terminated at any time. If your request to terminate the GIA Plus Rider is received at our Service Center within thirty (30) days after a Contract Anniversary, the GIA Plus Rider will terminate on that Contract Anniversary. If your request to terminate the GIA Plus Rider is received at our Service Center more than thirty (30) days after a Contract Anniversary, the GIA Plus Rider will terminate the day we receive the request.

If the GIA Plus Rider is terminated, you must wait until a Contract Anniversary that is at least one (1) year from the Effective Date of the termination before the GIA Plus Rider may be purchased again (if available). In addition, you cannot switch from the GIA 5 or GIA II Riders to the GIA Plus Rider on the same Contract Anniversary. You must wait one (1) year from the Effective Date of termination of the GIA 5 or GIA II Riders before the GIA Plus Rider may be purchased.

Continuation of Rider if Surviving Spouse Continues Contract

If the Owner dies while this Rider is in effect and if the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, then the provisions of this Rider will continue, unless otherwise terminated.

Purchasing the Income Access Plus Rider (Optional)

Subject to state availability, you may purchase the optional Income Access Plus Rider on the Contract Date or on any Contract Anniversary if:

• the age of each Annuitant is eighty five (85) years or younger on the date of purchase, and

• your entire Contract Value is invested in an asset allocation program established and maintained by us for this Rider during the entire period that the Rider is in effect.

You cannot request a termination of the Rider. Except as otherwise provided below, the Rider will automatically terminate on the earliest of:

• the day any portion of the Contract Value is no longer invested according to an asset allocation program established and maintained by us for this Rider,

• the day the Remaining Protected Balance is reduced to zero,

• the day of the first death of an Owner or the date of death of the sole surviving Annuitant, except as otherwise provided in the paragraph below,

• the day the Contract is terminated in accordance with the provisions of the Contract, except as otherwise provided in the paragraph below, or

• the Annuity Date.

The Contract and the Rider will not terminate on the first death of an Owner or death of the sole surviving Annuitant, or the day the Contract is terminated in accordance with the provisions of the Contract if, at the time of those events, the Contract Value is zero and we are making pre-authorized withdrawals of the Remaining Protected Balance under the provisions of the Rider. If we are making pre-authorized withdrawals, the Contract and the Rider will terminate on the Contract Anniversary immediately following the day the Remaining Protected Balance is zero.

If this Rider is terminated as a result of having any portion of the Contract Value no longer invested according to an asset allocation program established and maintained by us, you must wait until a Contract Anniversary that is at least one (1) year from the Effective Date of termination before this Rider may be purchased again (if available). In addition, you cannot switch from the Income Access Rider to the Income Access Plus Rider on the same Contract Anniversary. You must wait until a Contract Anniversary that is at least one (1) year from the Effective Date of termination of the Income Access Rider before the Income Access Plus Rider may be purchased.

Continuation of Rider if Surviving Spouse Continues Contract

If the Owner dies while this Rider is in effect and if the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, then the provisions of this Rider will continue, unless otherwise terminated.

CHARGES, FEES AND DEDUCTIONS is amended by adding the following:

Guaranteed Income Advantage Plus (GIA Plus) Annual Charge (Optional Rider)

If you purchase the GIA Plus Rider (subject to state availability), we will deduct a GIA Annual Charge (“Charge”) for expenses related to the GIA Plus Rider. The annual Charge is equal to 0.50% multiplied by the greater of the Guaranteed Income Base or the Contract Value on the Contract Anniversary. The Charge for a Contract Year will be deducted on the Contract Anniversary following that Contract Year.

We will deduct the Charge from your Investment Options on a proportionate basis:

• on each Contract Anniversary the GIA Plus Rider remains in effect, and

• if the GIA Plus Rider is terminated.

If the GIA Plus Rider is terminated on a Contract Anniversary, the full annual Charge will be deducted from the Contract Value. If the GIA Plus Rider is terminated on a day other than a Contract Anniversary, we will prorate the annual Charge to the date of termination. The prorated Charge amount will be based on the greater of the Guaranteed Income Base or the Contract Value as of the day the Rider terminates. The prorated Charge will be deducted from the Contract Value on the earlier of the day the Contract terminates or the Contract Anniversary immediately following the day the GIA Plus Rider terminates. We will waive the annual charge if the GIA Plus Rider terminates as a result of death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract.

Any portion of the Charge we deduct from any fixed option will not be greater than the annual interest credited in excess of 3%.

Income Access Plus Annual Charge (Optional Rider)

If you purchase the Income Access Plus Rider (subject to state availability), we will deduct, annually, an Income Access Plus Charge (“Charge”) from your Investment Options on a proportionate basis on each Contract Anniversary that the Rider remains in effect following the Effective Date of the Rider, and if you terminate the Rider. The annual Charge is equal to 0.40% multiplied by your Contract Value on the Contract Anniversary. The annual Charge for a Contract Year will be deducted on the Contract Anniversary following that Contract Year.

If the Rider terminates on a Contract Anniversary, the full annual Charge will be deducted from the Contract Value on that Contract Anniversary. If the Rider terminates on a day other than a Contract Anniversary the Charge will be prorated to the date of termination. The prorated annual Charge will be deducted based on the Contract Value as of the day the Rider terminates. The prorated Charge will be deducted from the Contract Value on the earlier of the day the Contract terminates or the Contract Anniversary immediately following the day the Rider terminates. We will waive the annual Charge if the Rider terminates due to death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract.

The annual Charge percentage may change if you elect the optional Reset provision in the Rider, but will never be more than the annual Charge percentage being charged for new issues of this same Rider and will not be more than a maximum annual Charge percentage of 1.20%. If you do not elect the optional Reset, your annual Charge percentage will remain the same as it was on the Effective Date of the Rider.

Any portion of the annual Charge we deduct from a fixed option will not be greater than the annual interest credited in excess of 3%.

The following sections

Earnings Enhancement Guarantee (EEG) Annual Charge (Optional Rider)
Guaranteed Protection Advantage 5 (GPA 5) Annual Charge (Optional Rider)
Guaranteed Protection Advantage (GPA) Annual Charge (Optional Rider)
Guaranteed Income Advantage II (GIA II) Annual Charge (Optional Rider)
Guaranteed Income Advantage 5 (GIA 5) Annual Charge (Optional Rider)
Income Access Annual Charge (Optional Rider)

are amended by adding:

If the effective date of termination of the Rider or Contract is on a day other than the Contract Anniversary, any Charge imposed for the Rider will be prorated to the effective date of termination.

WITHDRAWALS – Optional Withdrawals is amended by replacing the first paragraph of the Amount Available for Withdrawal subsection with the following:

The amount available for withdrawal is your Net Contract Value at the end of the Business Day on which your withdrawal request is effective, less any applicable optional Rider Charges, withdrawal charge, withdrawal transaction fee, and any 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 state income tax withholding. See the FEDERAL TAX STATUS and THE GENERAL ACCOUNT – Withdrawals and Transfers sections of this Prospectus.

OTHER OPTIONAL RIDERS is amended by adding the following:

GUARANTEED INCOME ADVANTAGE PLUS (GIA PLUS) RIDER

If you purchase the optional GIA Plus Rider (subject to state availability), you may, prior to the Annuity Date, choose any of the Annuity Options described in your Contract, or you may choose the GIA Plus Annuity Option provided this Rider has been in effect for at least ten (10) years from its Effective Date. If you choose the GIA Plus Annuity Option, you must choose fixed annuity payments and the entire amount available for annuitization must be annuitized under this GIA Plus Annuity Option. The guaranteed income purchased per $1,000 of the net amount applied to the annuity payments will be based on an effective annual interest rate of 2.0% and the 1996 US Annuity 2000 Mortality Table with the age set back eight (8) years.

On the Annuity Date, the Net Amount applied to the annuity payments under the GIA Plus Annuity Option will be equal to the greater of the Guaranteed Income Base on that day or the GIA Plus Step-Up Value on that day, less the following:

• applicable withdrawal charges resulting from the conversion to the GIA Plus Annuity Option,

• applicable annual charges for expenses related to other optional benefit riders attached to the Contract that are in effect as of the Annuity Date, and

• charges for premium taxes and/or other taxes.

If you elect the GIA Plus Annuity Option, the waiver of withdrawal charges as described in the Contract will not apply.

Annuity Payments - The annuity payments that may be elected under the GIA Plus Annuity Option are:

• Life Only,

• Life with 10 years or more Period Certain,

• Joint and Survivor Life, or

• 20 years or more Period Certain.

The Rider contains annuity tables for each GIA Plus Annuity Option available.

Initial Values - The Guaranteed Income Base, GIA Plus Withdrawal Base, GIA Plus Withdrawal Amount and GIA Plus Step-Up Value are values used in determining the Net Amount applied on the Annuity Date to provide payments under the GIA Plus Annuity Option.

The initial values are determined on the Rider Effective Date as follows:

• if this Rider is effective on the Contract Date, the Guaranteed Income Base and GIA Plus Withdrawal Base are equal to the initial Purchase Payment.

• if this Rider is effective on a Contract Anniversary, the Guaranteed Income Base and GIA Plus Withdrawal Base are equal to the Contract Value on that day.

• the GIA Plus Withdrawal Amount for the Contract Year beginning on the Rider Effective Date is equal to 5% of the GIA Plus Withdrawal Base.

• the GIA Plus Step-Up Value is equal to the Contract Value on the Rider Effective Date.

The GIA Plus Withdrawal Base and GIA Plus Withdrawal Amount after the Rider Effective Date are recalculated only on each subsequent Contract Anniversary.

Subsequent Values – The Guaranteed Income Base, GIA Plus Withdrawal Base, GIA Plus Withdrawal Amount and GIA Plus Step-Up Value after the Rider Effective Date are determined as follows:

Guaranteed Income Base – On any day after the Rider Effective Date, the Guaranteed Income Base is equal to:

• the Guaranteed Income Base on the prior day, multiplied by a daily factor of 1.000133680 which is equivalent to increasing the Guaranteed Income Base at an annual growth rate of 5%, plus

• Purchase Payments received by us on that day, less

• adjustments for withdrawals made on that day.

The adjustment for each withdrawal is calculated by multiplying the Guaranteed Income Base immediately prior to the withdrawal by the percentage decrease in Contract Value as a result of the withdrawal.

However, on each Contract Anniversary after the Rider Effective Date, if there is at least one withdrawal during the prior Contract Year and the cumulative withdrawals for that Contract Year do not exceed the sum of:

• the GIA Plus Withdrawal Amount for that Contract Year, and

• any remaining dollar amount of the prior Contract Year’s GIA Plus Withdrawal Amount,

the Guaranteed Income Base as of that Contract Anniversary will be reset to equal:

• the Guaranteed Income Base on the Rider Effective Date or prior Contract Anniversary, whichever is later, increased at an annual growth rate of 5%, plus

• the amount of any subsequent Purchase Payments received by us during the prior Contract Year, each increased at an annual growth rate of 5% from the effective date of that Purchase Payment, less

• the amount of cumulative withdrawals during the prior Contract Year.

The 5% annual growth rate will stop accruing as of the earlier of:

• the Contract Anniversary prior to the youngest Annuitant’s 81^st birthday, or

• the day this Rider terminates.

GIA Plus Withdrawal Base – On each Contract Anniversary after the Rider Effective Date, the GIA Plus Withdrawal Base is equal to:

• the GIA Plus Withdrawal Base determined on the Rider Effective Date, plus

• the amount of any subsequent Purchase Payments received by us after the Rider Effective Date, up through the day immediately prior to that Contract Anniversary.

GIA Plus Withdrawal Amount – On each Contract Anniversary after the Rider Effective Date, the GIA Plus Withdrawal Amount for the Contract Year beginning on that Contract Anniversary is equal to 5% of the GIA Plus Withdrawal Base as of that Contract Anniversary.

GIA Plus Step-Up Value – On any day after the Rider Effective Date, the GIA Plus Step-Up Value is equal to:

• the GIA Plus Step-Up Value as of the prior day, plus

• Purchase Payments received by us on that day, less

• adjustment for withdrawals made on that day.

The adjustment for each withdrawal is calculated by multiplying the GIA Plus Step-Up Value immediately prior to the withdrawal by the percentage decrease in Contract Value as a result of that withdrawal.

On any Contract Anniversary after the Rider Effective Date and prior to the youngest Annuitant’s 81^st birthday, the GIA Plus Step-Up Value is set equal to the greater of:

• the Contract Value as of that Contract Anniversary, or

• the GIA Plus Step-Up Value immediately prior to that Contract Anniversary.

The GIA Plus Step-Up Value will then be adjusted for any Purchase Payments or withdrawals on that Contract Anniversary in accordance with the first paragraph of this subsection.

The GIA Plus Step-Up Value on each Contract Anniversary on and after the youngest Annuitant’s 81^st birthday is equal to the GIA Plus Step-Up Value immediately prior to that Contract Anniversary.

Partial Conversion of Net Contract Value for Annuity Payments – If a portion of the Net Contract Value is converted to provide payments under an Annuity Option described in the Contract, the amount converted will be considered a “Withdrawal” for purposes of determining withdrawal adjustments to the Guaranteed Income Base and GIA Plus Step-Up Value.

Limitation on Subsequent Purchase Payments – For purposes of this Rider, we reserve the right to restrict additional Purchase Payments that result in a total of all Purchase Payments received on or after the first (1^st) Contract Anniversary to exceed $100,000 without our prior approval. This provision only applies if the Contract to which this Rider is attached, permits Purchase Payments after the first (1^st) Contract Anniversary, measured from the Contract Date.

Sample Calculations – Hypothetical sample calculations are in the attached APPENDIX B: GUARANTEED INCOME ADVANTAGE PLUS RIDER SAMPLE CALCULATIONS to the Prospectus. The examples provided are based on certain hypothetical assumptions and are for example purposes only. They are not intended to serve as projections of future investment returns.

INCOME ACCESS PLUS RIDER

If you purchase the Income Access Plus Rider (subject to state availability), on any day this Rider allows for withdrawals up to the Protected Payment Amount, regardless of market performance, until the Remaining Protected Balance is reduced to zero (0). This Rider also provides for an amount (an “Income Access Credit”) to be added to the Protected Payment Base and Remaining Protected Balance.

In addition, on any Contract Anniversary beginning with the third (3^rd) Contract Anniversary after the Rider Effective Date or the most recent Reset Date, whichever is later, you may elect to reset the Remaining Protected Balance to an amount equal to 100% of the Contract Value on that Contract Anniversary.

For purposes of this Rider, the term “withdrawal” includes any applicable withdrawal charges and charges for premium taxes and/or other taxes, if applicable. Amounts withdrawn under this Rider will reduce the Contract Value by the amount withdrawn and will be subject to the same conditions, limitations, restrictions and all other fees, charges and deductions, if applicable, as withdrawals otherwise made under the provisions of the Contract.

Protected Payment Amount – The maximum amount that can be withdrawn under this Rider without reducing the Protected Payment Base. The Protected Payment Amount on any day after the Rider Effective Date is equal to the lesser of:

• 5% of the Protected Payment Base as of that day, less cumulative withdrawals during that Contract Year, or

• the Remaining Protected Balance as of that day.

Protected Payment Base – An amount used to determine the Protected Payment Amount. The Protected Payment Base will remain unchanged except as otherwise described under the provisions of this Rider.

Remaining Protected Balance – The amount available for future withdrawals made under this Rider.

Income Access Credit – An amount added to the Protected Payment Base and Remaining Protected Balance.

Reset Date – Any Contract Anniversary beginning with the third (3^rd) Contract Anniversary after the Rider Effective Date or the most recent Reset Date, whichever is later, on which you elect to Reset the remaining Protected Balance to an amount equal to 100% of the Contract Value, determined as of that Contract Anniversary.

Initial Values – The initial Protected Payment Base and Remaining Protected Balance amounts are equal to:

• Initial Purchase Payment, if the Rider Effective Date is on the Contract Date, or

• Contract Value, if the Rider Effective Date is on a Contract Anniversary.

The initial Protected Payment Amount on the Rider Effective Date is equal to 5% of the initial Protected Payment Base.

Subsequent Purchase Payments – If we receive additional Purchase Payments after the Rider Effective Date, we will increase the Protected Payment Base and Remaining Protected Balance by the amount of the Purchase Payments. However, for purposes of this Rider, we reserve the right to restrict additional Purchase Payments that result in a total of all Purchase Payments received on or after the later of the first (1^st) Contract Anniversary or most recent Reset Date to exceed $100,000 without our prior approval. This provision only applies if the Contract to which this Rider is attached, permits Purchase Payments after the first (1^st) Contract Anniversary, measured from the Contract Date.

Income Access Credit – On each Contract Anniversary after the Rider Effective Date, an Income Access Credit will be added to the Protected Payment Base and Remaining Protected Balance, as of that Contract Anniversary, if:

• no withdrawals have occurred after the Rider Effective Date or the most recent Reset Date, whichever is later, and

• that Contract Anniversary is prior to the sixth (6^th) Contract Anniversary, measured from the Rider Effective Date or the most recent Reset Date, whichever is later.

The Income Access Credit is equal to 6% of the total of:

• the Remaining Protected Balance on the Rider Effective Date or the most recent Reset Date, whichever is later, and

• the cumulative Purchase Payments received after the Rider Effective Date or most recent Reset Date, whichever is later,

as of the Contract Anniversary on which the Income Access Credit is added.

Once a withdrawal has occurred, no Income Access Credit will be added to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary following the withdrawal, unless you elect to reset the Remaining Protected Balance.

Income Access Credits will not increase your cost basis and when distributed, may be recognizable as taxable ordinary income.

Withdrawal of Protected Payment Amount – While this Rider is in effect, you may withdraw up to the Protected Payment Amount without reducing the Protected Payment Base, regardless of market performance, until the Remaining Protected Balance equals zero.

If a withdrawal does not exceed the Protected Payment Amount immediately prior to that withdrawal, the Protected Payment Base will remain unchanged. The Remaining Protected Balance will decrease by the withdrawal amount immediately following the withdrawal.

If a withdrawal exceeds the Protected Payment Amount immediately prior to that withdrawal, we will adjust the Protected Payment Base and Remaining Protected Balance immediately following the withdrawal, to the lesser of:

• the Contract Value immediately after the withdrawal, or

• the Remaining Protected Balance immediately prior to the withdrawal, less the withdrawal amount.

A withdrawal may not exceed the amount available for withdrawal under the Contract if such withdrawal would exceed the Protected Payment Amount.

If a withdrawal does not exceed the Protected Payment Amount and reduces the Contract Value to zero, the following will apply:

• 5% of the Protected Payment Base will be paid each year until the Remaining Protected Balance is reduced to zero. The payments will be made under a series of pre-authorized withdrawals under a payment frequency, as elected by you, but no less frequently than annually,

• no additional Purchase Payments will be accepted under the Contract,

• any Remaining Protected Balance will not be available for payment in a lump sum and may not be applied to provide payments under an Annuity Option, and

• the Contract will cease to provide any death benefit.

If the Owner or sole surviving Annuitant dies and the Contract Value is zero as of the date of death, any Remaining Protected Balance will be paid to the Beneficiary under the series of pre-authorized withdrawals and payment frequency then in effect at the time of the Owner’s or sole surviving Annuitant’s death.

Election to Reset Remaining Protected Balance – You may, on any Contract Anniversary beginning with the third (3^rd) Contract Anniversary, measured from the Rider Effective Date or the most recent Reset Date, whichever is later, elect to reset the Remaining Protected Balance to an amount equal to 100% of the Contract Value as of that Contract Anniversary.

The annual Charge percentage may change if you elect to reset the Remaining Protected Balance. However, the annual Charge percentage will never exceed the annual Charge percentage then in effect for new issues of this same Rider. If we are no longer issuing this Rider, any change in the annual Charge percentage will not result in an annual Charge percentage that exceeds the maximum annual Charge percentage. (See CHARGES, FEES and DEDUCTIONS – Income Access Plus Rider).

On each Reset Date and after any Income Access Credit is applied, we will set the Protected Payment Base and Remaining Protected Balance to an amount equal to 100% of the Contract Value as of the Reset Date.

The election to reset the Remaining Protected Balance must be received, in a form satisfactory to us, at our Service Center within thirty (30) days after the Contract Anniversary on which the reset is effective. Your election to reset the Remaining Protected Balance may result in a reduction in the Protected Payment Base, Remaining Protected Balance, Protected Payment Amount and Income Access Credit. We will provide you with written confirmation of your election.

On and after each Reset Date, the provisions of this Rider shall apply in the same manner as they applied when the Rider was originally issued. Eligibility for any Income Access Credits, the limitations and restrictions on Purchase Payments and withdrawals, the deduction of annual Charges and any future reset options available on and after the Reset Date, will again apply and will be measured from that Reset Date.

Sample Calculations – Hypothetical sample calculations are in the attached APPENDIX C: INCOME ACCESS PLUS RIDER SAMPLE CALCULATIONS to the Prospectus. The examples provided are based on certain hypothetical assumptions and are for example purposes only. The examples are not intended to serve as projections of future investment returns.

FEDERAL TAX STATUS – Loans is amended as follows:

The third paragraph in the Loan Terms subsection is replaced with the following:

If you purchase the GPA, GPA5, GIA II, GIA5, GIA Plus, Income Access, or the Income Access Plus Riders, there may be adverse consequences to taking a loan while these Riders are in effect. If you have an existing loan on your Contract, you should carefully consider whether these Riders are appropriate for you.

APPENDIX B: GUARANTEED INCOME ADVANTAGE PLUS RIDER SAMPLE CALCULATIONS is added:

GUARANTEED INCOME ADVANTAGE PLUS RIDER
SAMPLE CALCULATIONS

The numeric examples shown in this section are based on certain assumptions. They have been provided to assist in understanding the benefits provided by the Guaranteed Income Advantage Plus (“GIA Plus”) Rider, and to demonstrate how Purchase Payments received and withdrawals made from the Contract prior to the Annuity Date affect the values and benefits under this Rider over an extended period of time. These examples are not intended to serve as projections of future investment returns.

Example #1 – The initial values on the Rider Effective Date based on an Initial Purchase Payment of $100,000. The Initial Purchase Payment is assumed to be the Contract Value if the Rider Effective Date is on a Contract Anniversary.

Remaining

Contract

GIA Plus

Dollar

Purchase

Value

Guaranteed

GIA Plus

GIA Plus

Withdrawal

Amount of

Contract

Payments

Withdrawal

after

Income Base

Step-Up

Withdrawal

Amt. (GWA)

Prior Year’s

Years

Received

Amount

Activity

(GIB)

Value

Base (GWB)

(5% of GWB)

GWA

Beginning of Year 1

$

100,000

$

100,000

$

100,000

$

100,000

$

100,000

$

5,000

N/A

Example #2 — Subsequent Purchase Payment received during the first Contract Year and its effect on the values and balances under this Rider. This example assumes that no withdrawals have been made.

												GIA Plus		Remaining
				Contract				GIA				Withdrawal		Dollar
	Purchase			Value		Guaranteed		Plus		GIA Plus		Amt. (GWA)		Amount of
Contract	Payments		Withdrawal	after		Income Base		Step-Up		Withdrawal		(5% of		Prior Year’s
Years	Received		Amount	Activity		(GIB)		Value		Base (GWB)		GWB)		GWA
Beginning of Year 1	$	100,000		$	100,000	$	100,000	$	100,000	$	100,000	$	5,000		N/A
Activity	$	100,000		$	200,742	$	201,227	$	200,000
Beginning of Year 2				$	205,242	$	208,727	$	205,242	$	200,000	$	10,000	$	5,000

In addition to Purchase Payments, the Contract Value is further subject to increases and/or decreases during a Contract Year as a result of additional amounts credited, charges, fees and other deductions, and increases and/or decreases in the investment performance of the Variable Account.

The Guaranteed Income Base prior to receipt of the Purchase Payment is assumed to have accumulated to $101,227. This amount is derived by multiplying each day’s Guaranteed Income Base by the daily factor of 1.000133680. As a result of the subsequent Purchase Payment, the Guaranteed Income Base is increased to $201,227 ($101,227 + $100,000). The Guaranteed Income Base will assume to accumulate to $208,727 at the next Contract Anniversary, by multiplying each day’s Guaranteed Income Base immediately after receipt of the subsequent Purchase Payment by the daily factor of 1.000133680.

The GIA Plus Step-Up Value prior to receipt of the Purchase Payment is $100,000. As a result of the subsequent Purchase Payment, the GIA Plus Step-Up Value is increased to $200,000 ($100,000 + $100,000). On the Contract Anniversary at the beginning of Contract Year 2, the Contract Value ($205,242) is greater than the GIA Plus Step-Up Value immediately prior to that Contract Anniversary ($200,000). As a result, the GIA Plus Step-Up Value as of that Contract Anniversary is equal to the Contract Value on that Contract Anniversary ($205,242).

The GIA Plus Withdrawal Base on the Contract Anniversary at the beginning of Contract Year 2 is equal to the GIA Plus Withdrawal Base on the Rider Effective Date ($100,000) plus cumulative Purchase Payments received after the Rider Effective Date ($100,000). As a result of the subsequent Purchase Payment, the GIA Plus Withdrawal Base on the Contract Anniversary at the beginning of Contract Year 2 is equal to $200,000 ($100,000 + $100,000).

The GIA Plus Withdrawal Amount for Contract Year 2 is determined on the Contract Anniversary at the beginning of Contract Year 2, and is equal to 5% of the GIA Plus Withdrawal Base on that Contract Anniversary (5% of $200,000). As a result of the subsequent Purchase Payment, the GIA Plus Withdrawal Amount for Contract Year 2 is equal to $10,000.

Since no withdrawals were made during Contract Year 1, the GIA Plus Withdrawal Amount for Contract Year 1 ($5,000) becomes the remaining dollar amount of the prior Contract Year’s GIA Plus Withdrawal Amount for Contract Year 2.

Example #3 — Cumulative withdrawals during Contract Year 2 exceeding the sum of: (a) the GIA Plus Withdrawal Amount for Contract Year 2; and (b) the remaining dollar amount of the prior Contract Year’s GIA Plus Withdrawal Amount for Contract Year 2. The withdrawal is assumed to result in a 10% reduction in the Contract Value.

															Remaining
					Contract				GIA				GIA Plus		Dollar
	Purchase				Value		Guaranteed		Plus		GIA Plus		Withdrawal		Amount of
Contract	Payments		Withdrawal		after		Income Base		Step-Up		Withdrawal		Amt. (GWA)		Prior Year’s
Years	Received		Amount		Activity		(GIB)		Value		Base (GWB)		(5% of GWB)		GWA
Beginning of Year 1	$	100,000			$	100,000	$	100,000	$	100,000	$	100,000	$	5,000		N/A
Activity	$	100,000			$	200,742	$	201,227	$	200,000
Beginning of Year 2					$	205,242	$	208,727	$	205,242	$	200,000	$	10,000	$	5,000
Activity			$	20,830	$	187,468	$	192,493	$	184,717			-$	15,830 = $0	-$	5,000 = $0
Beginning of Year 3					$	190,259	$	197,247	$	190,259	$	200,000	$	10,000	$	0

Since the $20,830 withdrawal exceeded the sum of: (a) the GIA Plus Withdrawal Amount for Contract Year 2; and (b) the remaining dollar amount of the prior Contract’s Year’s GIA Plus Withdrawal Amount for Contract Year 2, the remaining dollar amount of the prior Contract Year’s GIA Plus Withdrawal Amount for Contract Year 3 is zero. Withdrawals are first applied to the remaining dollar amount of the prior Contract Year’s GIA Plus Withdrawal Amount, if any, until exhausted, then to the GIA Plus Withdrawal Amount for the current Contract Year, until exhausted.

The GIA Plus Withdrawal Amount for Contract Year 3 is determined on the Contract Anniversary at the beginning of Contract Year 3, and is equal to 5% of the GIA Plus Withdrawal Base on that Contract Anniversary (5% of $200,000). As a result, the GIA Plus Withdrawal Amount for Contract Year 3 is equal to $10,000. The GIA Plus Withdrawal Amount for any Contract Year will not be less than zero.

Immediately after the withdrawal, the Guaranteed Income Base and the GIA Plus Step-Up Value are reduced by the percentage decrease (10%) in Contract Value as a result of the withdrawal.

Since no subsequent Purchase Payments were received during Contract Year 2, the GIA Plus Withdrawal Base at the beginning of Contract Year 3 remains unchanged.

Example #4 — Cumulative withdrawals during Contract Year 3 not exceeding the sum of: (a) the GIA Plus Withdrawal Amount for Contract Year 3; and (b) the remaining dollar value of the prior Contract Year’s GIA Plus Withdrawal Amount for Contract Year 3.

															Remaining
					Contract				GIA				GIA Plus		Dollar
	Purchase				Value		Guaranteed		Plus		GIA Plus		Withdrawal		Amount of
Contract	Payments		Withdrawal		after		Income Base		Step-Up		Withdrawal		Amt (GWA)		Prior Year’s
Years	Received		Amount		Activity		(GIB)		Value		Base (GWB)		(5% of GWB)		GWA
Beginning of Year 1	$	100,000			$	100,000	$	100,000	$	100,000	$	100,000	$	5,000		N/A
Activity	$	100,000			$	200,742	$	201,227	$	200,000
Beginning of Year 2					$	205,242	$	208,727	$	205,242	$	200,000	$	10,000	$	5,000
Activity			$	20,830	$	187,468	$	192,493	$	184,717			-$	15,830 -$0	-$	5,000 -$0
Beginning of Year 3					$	190,259	$	197,247	$	190,259	$	200,000	$	10,000	$	0
Activity			$	8,000	$	185,092	$	193,744	$	182,376			-$	8,000 -$2,000	-$	0 -$0
Beginning of Year 4					$	187,848	$	199,109	$	187,848	$	200,000	$	10,000	$	2,000

Because cumulative withdrawals for Contract Year 3 did not exceed the sum of: (a) the GIA Plus Withdrawal Amount for Contract Year 3; and (b) the remaining dollar amount of the prior Contract Year’s GIA Plus Withdrawal Amount for Contract Year 3, the Guaranteed Income Base on the Contract Anniversary at the beginning of Contract Year 4 is calculated as follows:

Guaranteed Income Base on the Contract Anniversary at the beginning of Contract Year 3:	$	197,247
Increased at an annual rate of 5% to the Contract Anniversary at the beginning of Contract Year 4:	+ $	9,862
Reduced by the amount equal to the amount withdrawn in Contract Year 3:	- $	8,000
Guaranteed Income Base on the Contract Anniversary at the beginning of Contract Year 4:	$	199,109

Since no subsequent Purchase Payments were received during Contract Year 3, the GIA Plus Withdrawal Base at the beginning of Contract Year 4 remains unchanged.

The GIA Plus Withdrawal Amount for Contract Year 4 is determined on the Contract Anniversary at the beginning of Contract Year 4, and is equal to 5% of the GIA Plus Withdrawal Base on that Contract Anniversary (5% of $200,000). As a result, the GIA Plus Withdrawal Amount for Contract Year 4 is equal to $10,000.

Because cumulative withdrawals for Contract Year 3 did not exceed the sum of: (a) the GIA Plus Withdrawal Amount for Contract Year 3; and (b) the remaining dollar value of the prior Contract Year’s GIA Plus Withdrawal Amount for Contract Year 3; the dollar amount of the GIA Plus Withdrawal Amount for Contact Year 3 remaining ($2,000) becomes the remaining dollar amount of the prior Contract Year’s GIA Plus Withdrawal Amount for Contract Year 4.

Example #5 – Rider values on each Contract Anniversary based on an Initial Purchase Payment of $100,000 paid on the Contract Date. The values further assume that no subsequent Purchase Payments are received and no withdrawals are taken during the first ten (10) Contract Years after the Rider Effective Date. The Initial Purchase Payment is assumed to be the Contract Value if the Rider is effective on a Contract Anniversary.

										GIA Plus
Beginning						GIA Plus		GIA Plus		Withdrawal		Remaining Dollar
of Contract		Contract Value		Guaranteed		Step-Up		Withdrawal		Amt. (GWA)		Amount of
Year		after Activity		Income Base (GIB)		Value		Base (GWB)		(5% of GWB)		Prior Year’s GWA
	1	$	100,000	$	100,000	$	100,000	$	100,000	$	5,000		N/A
	2	$	103,000	$	105,000	$	103,000	$	100,000	$	5,000	$	5,000
	3	$	106,090	$	110,250	$	106,090	$	100,000	$	5,000	$	5,000
	4	$	109,273	$	115,763	$	109,273	$	100,000	$	5,000	$	5,000
	5	$	112,551	$	121,551	$	112,551	$	100,000	$	5,000	$	5,000
	6	$	115,927	$	127,628	$	115,927	$	100,000	$	5,000	$	5,000
	7	$	112,450	$	134,010	$	115,927	$	100,000	$	5,000	$	5,000
	8	$	109,076	$	140,710	$	115,927	$	100,000	$	5,000	$	5,000
	9	$	105,804	$	147,746	$	115,927	$	100,000	$	5,000	$	5,000
	10	$	102,630	$	155,133	$	115,927	$	100,000	$	5,000	$	5,000
	11	$	99,551	$	162,889	$	115,927	$	100,000	$	5,000	$	5,000

Example #6 – Rider values on each Contract Anniversary based on an Initial Purchase Payment of $100,000 paid on the Contract Date. The values further assume that no subsequent Purchase Payments are received and withdrawals of $5,000 are taken each Contract Year for the first ten (10) Contract Years after the Rider Effective Date. The Initial Purchase Payment is assumed to be the Contract Value if the Rider is effective on a Contract Anniversary.

										GIA Plus
Beginning						GIA Plus		GIA Plus		Withdrawal		Remaining Dollar
of Contract		Contract Value		Guaranteed		Step-Up		Withdrawal		Amt. (GWA)		Amount of
Year		after Activity		Income Base (GIB)		Value		Base (GWB)		(5% of GWB)		Prior Year’s GWA
	1	$	100,000	$	100,000	$	100,000	$	100,000	$	5,000		N/A
	2	$	97,926	$	100,000	$	97,926	$	100,000	$	5,000	$	0
	3	$	95,789	$	100,000	$	95,789	$	100,000	$	5,000	$	0
	4	$	93,588	$	100,000	$	93,588	$	100,000	$	5,000	$	0
	5	$	91,321	$	100,000	$	91,321	$	100,000	$	5,000	$	0
	6	$	88,986	$	100,000	$	88,986	$	100,000	$	5,000	$	0
	7	$	81,392	$	100,000	$	83,910	$	100,000	$	5,000	$	0
	8	$	74,026	$	100,000	$	78,676	$	100,000	$	5,000	$	0
	9	$	66,881	$	100,000	$	73,280	$	100,000	$	5,000	$	0
	10	$	59,950	$	100,000	$	67,718	$	100,000	$	5,000	$	0
	11	$	53,227	$	100,000	$	61,983	$	100,000	$	5,000	$	0

Should the Contract annuitize immediately after the Rider has been in effect for at least ten (10) years and the GIA Plus Annuity Option has been elected to provide such payments, the net amount applied on the Annuity Date as a single premium to provide the payments is equal to the greater of:

(a)	the Guaranteed Income Base; or
(b)	the GIA Plus Step-Up Value; less any:
(c)	applicable withdrawal charges resulting from the conversion to the GIA Plus Annuity Option;
(d)	applicable annual charges for expenses related to other optional benefit riders attached to the Contract that are in effect as of the Annuity Date; and
(e)	charges for premium taxes and/or other taxes.

Under Example #5, the net amount applied on the Annuity Date (the Contract Anniversary at the beginning of Contract Year 11) is equal to the Guaranteed Income Base ($162,889), as it is greater than the GIA Plus Step-Up Value ($115,927) as of the Annuity Date, less the amounts in (c), (d) and (e) above, if any.

Under Example #6, the net amount applied on the Annuity Date (the Contract Anniversary at the beginning of Contract Year 11) is equal to the Guaranteed Income Base ($100,000), as it is greater than the GIA Plus Step-Up Value ($61,983) as of the Annuity Date, less the amounts in (c), (d) and (e) above, if any.

APPENDIX C: INCOME ACCESS PLUS RIDER SAMPLE CALCULATIONS is added:

INCOME ACCESS PLUS RIDER
SAMPLE CALCULATIONS

The numeric examples shown in this section are based on certain assumptions. They have been provided to assist in understanding the benefits provided by this Rider and to demonstrate how Purchase Payments received and withdrawals made from the Contract prior to the Annuity Date affect the values and benefits under this Rider over an extended period of time. These examples are not intended to serve as projections of future investment returns.

Example #1 – Income Access Credit; No Subsequent Purchase Payments; No Withdrawals; No Reset in Remaining Protected Balance.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• No subsequent Purchase Payments are received.

• No withdrawals taken.

• No reset of the Remaining Protected Balance

Beginning							Income		Protected		Protected		Remaining
of Contract		Purchase			Contract Value		Access		Payment		Payment		Protected
Year		Payment		Withdrawal	after Activity		Credit		Base		Amount		Balance
	1	$	100,000		$	100,000			$	100,000	$	5,000	$	100,000
	2				$	103,000	$	6,000	$	106,000	$	5,300	$	106,000
	3				$	106,090	$	6,000	$	112,000	$	5,600	$	112,000
	4				$	109,273	$	6,000	$	118,000	$	5,900	$	118,000

Beginning						Income		Protected		Protected		Remaining
of Contract		Purchase		Contract Value		Access		Payment		Payment		Protected
Year		Payment	Withdrawal	after Activity		Credit		Base		Amount		Balance
	5			$	112,551	$	6,000	$	124,000	$	6,200	$	124,000
	6			$	115,927	$	6,000	$	130,000	$	6,500	$	130,000
	7			$	119,405	$	0	$	130,000	$	6,500	$	130,000
	8			$	122,987	$	0	$	130,000	$	6,500	$	130,000
	9			$	126,677	$	0	$	130,000	$	6,500	$	130,000
	10			$	130,477	$	0	$	130,000	$	6,500	$	130,000
	11			$	134,392	$	0	$	130,000	$	6,500	$	130,000

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 6, an Income Access Credit of $6,000 (6% of initial Remaining Protected Balance) is added to the Protected Payment Base and Remaining Protected Balance on each Contract Anniversary up to the Contract Anniversary at the beginning of Contract Year 6. As a result, on the Contract Anniversary at the beginning of Contract Year 6, the Protected Payment Base and Remaining Protected Balance are equal to $130,000 and the Protected Payment Amount is equal to $6,500 (5% of $130,000).

No Income Access Credit will be added to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary after the Contract Anniversary at the beginning of Contract Year 6, as no reset in the Remaining Protected Balance was assumed.

In addition to the Initial Purchase Payment, the Contract Value is further subject to increases and/or decreases during each Contract Year as a result of additional amounts credited, charges, fees and other deductions, and increases and/or decreases in the investment performance of the Variable Account.

Example #2 – Subsequent Purchase Payment.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• A subsequent Purchase Payment of $50,000 is received during Contract Year 2.

• No withdrawals taken.

Beginning						Income		Protected		Protected		Remaining
of Contract	Purchase			Contract Value		Access		Payment		Payment		Protected
Year	Payment		Withdrawal	after Activity		Credit		Base		Amount		Balance
1	$	100,000		$	100,000			$	100,000	$	5,000	$	100,000
2				$	103,000	$	6,000	$	106,000	$	5,300	$	106,000
Activity	$	50,000		$	154,534			$	156,000	$	7,800	$	156,000
3				$	156,834	$	9,000	$	165,000	$	8,250	$	165,000

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 2, an Income Access Credit of $6,000 (6% of Initial Remaining Protected Balance) is added to the Protected Payment Base and Remaining Protected Balance on that Contract Anniversary, increasing both to $106,000. As a result, the Protected Payment Amount on that Contract Anniversary is equal to $5,300 (5% of the Protected Payment Base on that Contract Anniversary).

Immediately after the $50,000 subsequent Purchase Payment during Contract Year 2, the Protected Payment Base and Remaining Protected Balance are increased by the Purchase Payment amount to $156,000 ($106,000 + $50,000). The Protected Payment Amount after the Purchase Payment is equal to $7,800 (5% of the Protected Payment Base after the Purchase Payment since there are no withdrawals during that Contract Year).

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 3, an Income Access Credit of $9,000 (6% of Initial Remaining Protected Balance plus 6% of the $50,000 subsequent Purchase Payment) is added to the Protected Payment Base and Remaining Protected Balance on that Contract Anniversary, increasing both to $165,000. As a result, the Protected Payment Amount on that Contract Anniversary is equal to $8,250 (5% of the Protected Payment Base on that Contract Anniversary).

Example #3 – Withdrawal Not Exceeding Protected Payment Amount.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• No subsequent Purchase Payments are received.

• A withdrawal of $5,000 is taken during Contract Year 2.

Beginning							Income		Protected		Protected		Remaining
of Contract	Purchase				Contract Value		Access		Payment		Payment		Protected
Year	Payment		Withdrawal		after Activity		Credit		Base		Amount		Balance
1	$	100,000			$	100,000			$	100,000	$	5,000	$	100,000
2					$	103,000	$	6,000	$	106,000	$	5,300	$	106,000
Activity			$	5,000	$	99,534			$	106,000	$	300	$	101,000
3					$	101,016	$	0	$	106,000	$	5,300	$	101,000
4					$	104,046	$	0	$	106,000	$	5,300	$	101,000

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 2, an Income Access Credit of $6,000 (6% of Initial Remaining Protected Balance) is added to the Protected Payment Base and Remaining Protected Balance on that Contract Anniversary, increasing both to $106,000. As a result, the Protected Payment Amount on that Contract Anniversary is equal to $5,300 (5% of the Protected Payment Base on that Contract Anniversary).

Because the $5,000 withdrawal during Contract Year 2 does not exceed the Protected Payment Amount ($5,300):

(a)	the Protected Payment Base remains unchanged;
(b)	the Remaining Protected Balance is reduced by the amount of the withdrawal to $101,000 ($106,000 — $5,000); and
(c)	the Protected Payment Amount is equal to $300 (5% of the Protected Payment Base after the withdrawal (5% of $106,000 = $5,300), less cumulative withdrawals during that Contract Year ($5,000)).

Since a withdrawal occurred during Contract Year 2, no Income Access Credit will be added to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary following the withdrawal.

Example #4 – Withdrawals Exceeding Protected Payment Amount.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• No subsequent Purchase Payments are received.

• Two separate withdrawals of $5,000 and $3,000 are taken during Contract Year 2.

Beginning							Income		Protected		Protected		Remaining
of Contract	Purchase				Contract Value		Access		Payment		Payment		Protected
Year	Payment		Withdrawal		after Activity		Credit		Base		Amount		Balance
1	$	100,000			$	100,000			$	100,000	$	5,000	$	100,000
2					$	103,000	$	6,000	$	106,000	$	5,300	$	106,000
Activity			$	5,000	$	99,534			$	106,000	$	300	$	101,000

Beginning						Income		Protected		Protected		Remaining
of Contract	Purchase			Contract Value		Access		Payment		Payment		Protected
Year	Payment	Withdrawal		after Activity		Credit		Base		Amount		Balance
Activity		$	3,000	$	97,272			$	97,272	$	0	$	97,272
3				$	97,993	$	0	$	97,272	$	4,864	$	97,272
4				$	100,933	$	0	$	97,272	$	4,864	$	97,272

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 2, an Income Access Credit of $6,000 (6% of Initial Remaining Protected Balance) is added to the Protected Payment Base and Remaining Protected Balance on that Contract Anniversary, increasing both to $106,000. As a result, the Protected Payment Amount on that Contract Anniversary is equal to $5,300 (5% of the Protected Payment Base on that Contract Anniversary).

Because the $5,000 withdrawal during Contract Year 2 does not exceed the Protected Payment Amount ($5,300):

(a)	the Protected Payment Base remains unchanged;
(b)	the Remaining Protected Balance is reduced by the amount of the withdrawal to $101,000 ($106,000 — $5,000); and
(c)	the Protected Payment Amount is equal to $300 (5% of the Protected Payment Base after the withdrawal (5% of $106,000 = $5,300), less cumulative withdrawals during that Contract Year ($5,000)).

Because the $3,000 withdrawal during Contract Year 2 exceeds the Protected Payment Amount immediately prior to the withdrawal ($3,000 > $300), the Protected Payment Base and Remaining Protected Balance immediately after the withdrawal are adjusted to the lesser of:

(a)	the Contract Value immediately after the withdrawal ($97,272); or
(b)	the Remaining Protected Balance immediately prior to the withdrawal, less the withdrawal amount ($101,000 — $3,000 = $98,000).

The Protected Payment Amount immediately after the withdrawal is equal to $0 (5% of the Protected Payment Base after the withdrawal (5% of $97,272 = $4,864), less cumulative withdrawals during that Contract Year ($8,000), but not less than zero).

Since a withdrawal occurred during Contract Year 2, no Income Access Credit will be added to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary following the withdrawal.

Example #5 – Reset in Remaining Protected Balance.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• No subsequent Purchase Payments are received.

• No withdrawals taken.

• Reset in the Remaining Protected Balance at the Beginning of Contract Year 4.

Beginning						Income		Protected		Protected		Remaining
of Contract	Purchase			Contract Value		Access		Payment		Payment		Protected
Year	Payment		Withdrawal	after Activity		Credit		Base		Amount		Balance
1	$	100,000		$	100,000			$	100,000	$	5,000	$	100,000
2				$	110,000	$	6,000	$	106,000	$	5,300	$	106,000
3				$	121,000	$	6,000	$	112,000	$	5,600	$	112,000
4 (Prior to Reset)				$	133,100	$	6,000	$	118,000	$	5,900	$	118,000
4 (After Reset)				$	133,100			$	133,100	$	6,655	$	133,100
5				$	146,410	$	7,986	$	141,086	$	7,054	$	141,086

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

On the Contract Anniversary at the beginning of Contract Year 4, the Contract Value ($133,100) is greater than the Remaining Protected Balance ($118,000). With the reset in Remaining Protected Balance, the Protected Payment Base and Remaining Protected Balance are set equal to the Contract Value on that Contract Anniversary. As a result, the Protected Payment Amount is equal to $6,655 after the reset.

After the reset in Remaining Protected Balance, eligibility for any Income Access Credit will be based on the most recent Reset Date. That is, an Income Access Credit may be added to the Protected Payment Base and Remaining Protected Balance on up to five additional Contract Anniversaries if certain conditions are met.

The reset in Remaining Protected Balance may result in an increase in the annual Income Access Charge percentage.

The reset in Remaining Protected Balance may also result in a lower Protected Payment Base, Remaining Protected Balance, Protected Payment Amount and Income Access Credit.

STATEMENT OF ADDITIONAL INFORMATION is amended by adding the following:

All references to the optional Riders, including but not limited to, EEG, GPA 5, GPA, GIA II, GIA 5, or Income Access, in the PERFORMANCE and THE CONTRACTS AND THE SEPARATE ACCOUNT sections, shall include the Guaranteed Income Advantage Plus (GIA Plus) and Income Access Plus Riders.

Supplement dated December 17, 2004 to the Prospectus and Statement of Additional Information dated May 1, 2004
for the Pacific Innovations Select variable annuity contract issued by Pacific Life Insurance Company

Capitalized terms used in this supplement are defined in the Prospectus referred to above unless otherwise defined herein. “We,” “us,” or “our” refer to Pacific Life Insurance Company; “you” or “your” refer to the Contract Owner.

This supplement must be preceded or accompanied by the Prospectus dated May 1, 2004. The changes described in this supplement to the Prospectus and Statement of Additional Information are effective February 1, 2005.

This supplement changes the Prospectus and Statement of Additional Information (SAI) as follows:

The optional Guaranteed Income Advantage 5 (GIA 5) Rider, where available, is only available for purchase until the GIA Plus Rider is available in your state. All references to the GIA 5 Rider in the Prospectus and SAI shall be subject to this disclosure.

The optional Guaranteed Income Advantage II (GIA II) Rider, where available, is only available for purchase until the GIA Plus Rider is available in your state. All references to the GIA II Rider in the Prospectus and SAI shall be subject to this disclosure.

The optional Guaranteed Income Advantage (GIA) Rider is only available for purchase until the GIA 5, GIA II, or GIA Plus Riders are available in your state. All references to the GIA Rider in the Prospectus and SAI shall be subject to this disclosure.

AN OVERVIEW OF PACIFIC INNOVATIONS SELECT is amended by adding the following:

Guaranteed Income Advantage Plus (GIA Plus) Rider

Subject to state availability, the optional GIA Plus Rider offers a guaranteed income annuity option when an asset allocation program established and maintained by us for the GIA Plus Rider is used. If you use our DCA Plus Program in conjunction with such an asset allocation program, you also will be considered to have met this requirement. You may buy the GIA Plus Rider on the Contract Date or on any Contract Anniversary. The GIA Plus Rider may not be available. Ask your registered representative about its current availability.

If you buy the GIA Plus Rider within sixty (60) days after the Contract Date or within thirty (30) days after a Contract Anniversary, we will make the Effective Date of the GIA Plus Rider coincide with that Contract Date or Contract Anniversary.

You should consult a qualified adviser for complete information and advice before purchasing the GIA Plus Rider.

There may be adverse consequences to taking a loan while this Rider is in effect. If you have an existing loan on your Contract, you should carefully consider whether the Rider is appropriate for you.

The GIA Plus Rider is called the Guaranteed Income Annuity (GIA) Rider in the Contract’s Rider.

Income Access Plus Rider

Subject to state availability, the optional Income Access Plus Rider offers you during the accumulation period, the ability to withdraw up to 5% of a Protected Payment Base (usually Purchase Payments) and provides an Income Access Credit of 6% to your Protected Payment Base and Remaining Protected Balance for up to a five year period (provided you do not take any withdrawals during this period), when used with an asset allocation program established and maintained by us. If you use our DCA Plus program in conjunction with such an asset allocation program, you also will be considered to have met this requirement. You may buy this Rider on the Contract date or on any Contract Anniversary.

The Rider also provides for an additional option (the ''Reset”) on any Contract Anniversary beginning with the third (3rd) anniversary of the Rider Effective Date or most recent Reset Date and may include an increase in the charges (up to a maximum of 1.20%) associated with the Rider. The Income Access Plus Rider may not be available. Ask your registered representative about its current availability.

If you buy the Rider within sixty (60) days after the Contract Date or within thirty (30) days after a Contract Anniversary, we will make the Effective Date of the Rider coincide with that Contract Date or Contract Anniversary.

You should consult a qualified advisor for complete information and advice before purchasing the Income Access Plus Rider or electing the Reset provision available under the Rider.

There may be adverse consequences to taking a loan while this Rider is in effect. If you have an existing loan on your Contract, you should carefully consider whether the Rider is appropriate for you.

The Income Access Plus Rider is called the Guaranteed Withdrawal Benefit Rider in the Contract’s Rider.

The Periodic Expenses section is amended by adding the following:

• Guaranteed Income Advantage Plus (GIA Plus) Rider Charge            0.50% ¹³

• Income Access Plus Rider Charge                                                            1.20% ¹⁴

The following Footnotes are added to the Periodic Expenses section:

¹³ If you buy the GIA Plus Rider (subject to state availability), we deduct this charge proportionately from your Investment Options on each Contract Anniversary and when you make a full withdrawal if the Rider is in effect on that date, or if the Rider is terminated. If the Rider is terminated on a Contract Anniversary, the full annual Charge will be deducted from the Contract Value on that Contract Anniversary. If this Rider is terminated on a day other than a Contract Anniversary the Charge will be prorated to the date of termination. The prorated Charge will be based on the greater of the Guaranteed Income Base or the Contract Value as of the day the Rider terminates. The prorated amount will be deducted from the Contract Value on the earlier of the day the Contract terminates or the Contract Anniversary immediately following the day the Rider terminates. We will waive the annual charge if the Rider terminates as a result of death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract.

¹⁴ If you buy the Income Access Plus Rider (subject to state availability), we deduct this charge proportionately from your Investment Options on each Contract Anniversary following the Effective Date of the Rider during the term of the Rider and while the Rider is in effect, or if the Rider is terminated. If the Rider is terminated on a Contract Anniversary, the full annual Charge will be deducted from the Contract Value on that Contract Anniversary. If this Rider is terminated on a day other than a Contract Anniversary the charge will be prorated to the date of termination. The prorated Charge will be calculated based on the Contract Value as of the day the Rider terminates. The prorated Charge will be deducted from the Contract Value on the earlier of the day the Contract terminates or the Contract Anniversary immediately following the day the Rider terminates. The 1.20% Charge is the maximum charge allowable under the terms and conditions of the Rider. Currently, the annual Charge for the Rider is 0.40%. Under the terms and conditions of the Rider, the annual Charge will remain the same while the Rider is in effect, unless you elect the optional Reset provision provided under the Rider. The Charge if you purchase the Rider will also be shown on the Rider in your Contract. We will waive the annual Charge if the Rider terminates as a result of death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract.

Footnotes 9, 10, 11, 12 and 13 in the Periodic Expenses section are amended by adding the following:

If the effective date of termination of the Rider or Contract is on a day other than the Contract Anniversary, any Charge imposed for the Rider will be prorated based on the effective date of termination.

The Minimum and Maximum expense percentages in the Pacific Select Fund Annual Operating Expenses table are replaced with the following:

Total Annual Pacific Select Fund Operating Expenses 1	Minimum	Maximum
Expenses that are deducted from the Fund’s assets, including advisory fees, 12b-1 distribution expenses and other expenses	0.30%	1.29%

The footnote to the Total Annual Pacific Select Fund Operating Expenses section is amended by adding the following:

The expense information has been restated to reflect fees that will be effective on February 1, 2005.

The Examples section is replaced with the following:

The following examples are intended to help you compare the cost of investing in your Contract with the cost of investing in other variable annuity contracts. These costs include Contract transaction expenses, the maximum periodic Contract expenses (including the combination of optional Riders whose cumulative expenses totaled more than any other combination

of optional Riders), Separate Account annual expenses, and maximum and minimum Portfolio fees and expenses for the year ended December 31, 2003, and to reflect fees that will be effective on February 1, 2005. Premium taxes and/or other taxes may also be applicable.

The examples assume that you invest $10,000 in the Contract for the time periods indicated. They also assume that your Investment has a 5% return each year and assumes the maximum and minimum fees and expenses of all of the Investment Options available. Although your actual costs may be higher or lower, based on these assumptions, your maximum and minimum costs would be:

• If you surrendered your Contract:

	1 Year		3 Years		5 Years		10 Years
Maximum*	$	1,289	$	2,305	$	3,192	$	6,139
Minimum*	$	832	$	985	$	1,073	$	2,312

• If you annuitized your Contract:

	1 Year		3 Years		5 Years		10 Years
Maximum*	$	1,289	$	1,945	$	3,192	$	6,139
Minimum*	$	832	$	625	$	1,073	$	2,312

• If you did not surrender or annuitize, but left the money in your Contract:

	1 Year		3 Years		5 Years		10 Years
Maximum*	$	659	$	1,945	$	3,192	$	6,139
Minimum*	$	202	$	625	$	1,073	$	2,312

* In calculating the examples above, we used the maximum and minimum total operating expenses of all of the Portfolios as shown in the Fees And Expenses Paid By The Fund section of the Fund’s Prospectus adjusted to reflect fees that will be effective on February 1, 2005. For more information on fees and expenses, see CHARGES, FEES AND DEDUCTIONS in this Prospectus, and see the Fund’s Prospectus. See the FINANCIAL HIGHLIGHTS section in the Prospectus for condensed financial information.

PURCHASING YOUR CONTRACT AND OPTIONAL RIDERS is amended by adding the following:

Purchasing the Guaranteed Income Advantage Plus (GIA Plus) Rider (Optional)

You may purchase the GIA Plus Rider (subject to state availability) on the Contract Date or on any Contract Anniversary. You may purchase the GIA Plus Rider only if:

• the age of each Annuitant is eighty (80) years or younger on the date the Rider is purchased, and

• the entire Contract Value is invested according to an asset allocation program established and maintained by us for this Rider. If you use our DCA Plus program in conjunction with such an asset allocation program, you will be considered to have met this requirement.

Except as otherwise provided below, the GIA Plus Rider will remain in effect until the earlier of:

• the day any portion of the Contract Value is no longer invested according to an asset allocation program established and maintained by us for the Rider,

• the day we receive notification from you to terminate the Rider,

• the day of the first death of an Owner or the date of death of the sole surviving Annuitant,

• the date the Contract is terminated in accordance with the terms of the Contract, or

• the Annuity Date.

Upon your request, the GIA Plus Rider may be terminated at any time. If your request to terminate the GIA Plus Rider is received at our Service Center within thirty (30) days after a Contract Anniversary, the GIA Plus Rider will terminate on that Contract Anniversary. If your request to terminate the GIA Plus Rider is received at our Service Center more than thirty (30) days after a Contract Anniversary, the GIA Plus Rider will terminate the day we receive the request.

If the GIA Plus Rider is terminated, you must wait until a Contract Anniversary that is at least one (1) year from the Effective Date of the termination before the GIA Plus Rider may be purchased again (if available). In addition, you cannot switch from the GIA, GIA 5 or GIA II Riders to the GIA Plus Rider on the same Contract Anniversary. You must wait one (1) year from the Effective Date of termination of the GIA, GIA 5 or GIA II Riders before the GIA Plus Rider may be purchased.

Continuation of Rider if Surviving Spouse Continues Contract

If the Owner dies while this Rider is in effect and if the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, then the provisions of this Rider will continue, unless otherwise terminated.

Purchasing the Income Access Plus Rider (Optional)

Subject to state availability, you may purchase the optional Income Access Plus Rider on the Contract Date or on any Contract Anniversary if:

• the age of each Annuitant is eighty five (85) years or younger on the date of purchase, and

• your entire Contract Value is invested in an asset allocation program established and maintained by us for this Rider during the entire period that the Rider is in effect. If you use our DCA Plus program in conjunction with such an asset allocation program, you will be considered to have met this requirement.

You cannot request a termination of the Rider. Except as otherwise provided below, the Rider will automatically terminate on the earliest of:

• the day any portion of the Contract Value is no longer invested according to an asset allocation program established and maintained by us for this Rider,

• the day the Remaining Protected Balance is reduced to zero,

• the day of the first death of an Owner or the date of death of the sole surviving Annuitant, except as otherwise provided in the paragraph below,

• the day the Contract is terminated in accordance with the provisions of the Contract, except as otherwise provided in the paragraph below, or

• the Annuity Date.

The Contract and the Rider will not terminate on the first death of an Owner or death of the sole surviving Annuitant, or the day the Contract is terminated in accordance with the provisions of the Contract if, at the time of those events, the Contract Value is zero and we are making pre-authorized withdrawals of the Remaining Protected Balance under the provisions of the Rider. If we are making pre-authorized withdrawals, the Contract and the Rider will terminate on the Contract Anniversary immediately following the day the Remaining Protected Balance is zero.

If this Rider is terminated as a result of having any portion of the Contract Value no longer invested according to an asset allocation program established and maintained by us, you must wait until a Contract Anniversary that is at least one (1) year from the Effective Date of termination before this Rider may be purchased again (if available). In addition, you cannot switch from the Income Access Rider to the Income Access Plus Rider on the same Contract Anniversary. You must wait until a Contract Anniversary that is at least one (1) year from the Effective Date of termination of the Income Access Rider before the Income Access Plus Rider may be purchased.

Continuation of Rider if Surviving Spouse Continues Contract

If the Owner dies while this Rider is in effect and if the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, then the provisions of this Rider will continue, unless otherwise terminated.

CHARGES, FEES AND DEDUCTIONS is amended by adding the following:

Guaranteed Income Advantage Plus (GIA Plus) Annual Charge (Optional Rider)

If you purchase the GIA Plus Rider (subject to state availability), we will deduct a GIA Annual Charge (“Charge”) for expenses related to the GIA Plus Rider. The annual Charge is equal to 0.50% multiplied by the greater of the Guaranteed Income Base or the Contract Value on the Contract Anniversary. The Charge for a Contract Year will be deducted on the Contract Anniversary following that Contract Year.

We will deduct the Charge from your Investment Options on a proportionate basis:

• on each Contract Anniversary the GIA Plus Rider remains in effect, and

• if the GIA Plus Rider is terminated.

If the GIA Plus Rider is terminated on a Contract Anniversary, the full annual Charge will be deducted from the Contract Value. If the GIA Plus Rider is terminated on a day other than a Contract Anniversary, we will prorate the annual Charge to the date of termination. The prorated Charge amount will be based on the greater of the Guaranteed Income Base or the Contract Value as of the day the Rider terminates. The prorated Charge will be deducted from the Contract Value on the earlier of the day the Contract terminates or the Contract Anniversary immediately following the day the GIA Plus Rider terminates. We will waive the annual charge if the GIA Plus Rider terminates as a result of death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract.

Any portion of the Charge we deduct from any fixed option will not be greater than the annual interest credited in excess of 3%.

Income Access Plus Annual Charge (Optional Rider)

If you purchase the Income Access Plus Rider (subject to state availability), we will deduct, annually, an Income Access Plus Charge (“Charge”) from your Investment Options on a proportionate basis on each Contract Anniversary that the Rider remains in effect following the Effective Date of the Rider, and if you terminate the Rider. The annual Charge is equal to 0.40% multiplied by your Contract Value on the Contract Anniversary. The annual Charge for a Contract Year will be deducted on the Contract Anniversary following that Contract Year.

If the Rider terminates on a Contract Anniversary, the full annual Charge will be deducted from the Contract Value on that Contract Anniversary. If the Rider terminates on a day other than a Contract Anniversary the Charge will be prorated to the date of termination. The prorated annual Charge will be deducted based on the Contract Value as of the day the Rider terminates. The prorated Charge will be deducted from the Contract Value on the earlier of the day the Contract terminates or the Contract Anniversary immediately following the day the Rider terminates. We will waive the annual Charge if the Rider terminates due to death of an Owner or sole surviving Annuitant or upon full annuitization of your Contract.

The annual Charge percentage may change if you elect the optional Reset provision in the Rider, but will never be more than the annual Charge percentage being charged for new issues of this same Rider and will not be more than a maximum annual Charge percentage of 1.20%. If you do not elect the optional Reset, your annual Charge percentage will remain the same as it was on the Effective Date of the Rider.

Any portion of the annual Charge we deduct from a fixed option will not be greater than the annual interest credited in excess of 3%.

The following sections

Earnings Enhancement Guarantee (EEG) Annual Charge (Optional Rider)
Guaranteed Protection Advantage 5 (GPA 5) Annual Charge (Optional Rider)
Guaranteed Protection Advantage (GPA) Annual Charge (Optional Rider)
Guaranteed Income Advantage II (GIA II) Annual Charge (Optional Rider)
Guaranteed Income Advantage 5 (GIA 5) Annual Charge (Optional Rider)
Guaranteed Income Advantage (GIA) Annual Charge (Optional Rider), and
Income Access Annual Charge (Optional Rider)

are amended by adding:

If the effective date of termination of the Rider or Contract is on a day other than the Contract Anniversary, any Charge imposed for the Rider will be prorated to the effective date of termination.

WITHDRAWALS – Optional Withdrawals is amended by replacing the first paragraph of the Amount Available for
Withdrawal subsection with the following:

The amount available for withdrawal is your Net Contract Value at the end of the Business Day on which your withdrawal request is effective, less any applicable optional Rider Charges, withdrawal charge, withdrawal transaction fee, and any 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 state income tax withholding. See the FEDERAL TAX STATUS and THE GENERAL ACCOUNT – Withdrawals and Transfers sections of this Prospectus.

OTHER OPTIONAL RIDERS is amended by adding the following:

GUARANTEED INCOME ADVANTAGE PLUS (GIA PLUS) RIDER

If you purchase the optional GIA Plus Rider (subject to state availability), you may, prior to the Annuity Date, choose any of the Annuity Options described in your Contract, or you may choose the GIA Plus Annuity Option provided this Rider has been in effect for at least ten (10) years from its Effective Date. If you choose the GIA Plus Annuity Option, you must choose fixed annuity payments and the entire amount available for annuitization must be annuitized under this GIA Plus Annuity Option. The guaranteed income purchased per $1,000 of the net amount applied to the annuity payments will be based on an effective annual interest rate of 2.0% and the 1996 US Annuity 2000 Mortality Table with the age set back eight (8) years.

On the Annuity Date, the Net Amount applied to the annuity payments under the GIA Plus Annuity Option will be equal to the greater of the Guaranteed Income Base on that day or the GIA Plus Step-Up Value on that day, less the following:

• applicable withdrawal charges resulting from the conversion to the GIA Plus Annuity Option,

• applicable annual charges for expenses related to other optional benefit riders attached to the Contract that are in effect as of the Annuity Date, and

• charges for premium taxes and/or other taxes.

If you elect the GIA Plus Annuity Option, the waiver of withdrawal charges as described in the Contract will not apply.

Annuity Payments - The annuity payments that may be elected under the GIA Plus Annuity Option are:

• Life Only,

• Life with 10 years or more Period Certain,

• Joint and Survivor Life, or

• 20 years or more Period Certain.

The Rider contains annuity tables for each GIA Plus Annuity Option available.

Initial Values - The Guaranteed Income Base, GIA Plus Withdrawal Base, GIA Plus Withdrawal Amount and GIA Plus Step-Up Value are values used in determining the Net Amount applied on the Annuity Date to provide payments under the GIA Plus Annuity Option.

The initial values are determined on the Rider Effective Date as follows:

• if this Rider is effective on the Contract Date, the Guaranteed Income Base and GIA Plus Withdrawal Base are equal to the initial Purchase Payment.

• if this Rider is effective on a Contract Anniversary, the Guaranteed Income Base and GIA Plus Withdrawal Base are equal to the Contract Value on that day.

• the GIA Plus Withdrawal Amount for the Contract Year beginning on the Rider Effective Date is equal to 5% of the GIA Plus Withdrawal Base.

• the GIA Plus Step-Up Value is equal to the Contract Value on the Rider Effective Date.

The GIA Plus Withdrawal Base and GIA Plus Withdrawal Amount after the Rider Effective Date are recalculated only on each subsequent Contract Anniversary.

Subsequent Values – The Guaranteed Income Base, GIA Plus Withdrawal Base, GIA Plus Withdrawal Amount and GIA Plus Step-Up Value after the Rider Effective Date are determined as follows:

Guaranteed Income Base – On any day after the Rider Effective Date, the Guaranteed Income Base is equal to:

• the Guaranteed Income Base on the prior day, multiplied by a daily factor of 1.000133680 which is equivalent to increasing the Guaranteed Income Base at an annual growth rate of 5%, plus

• Purchase Payments received by us on that day, less

• adjustments for withdrawals made on that day.

The adjustment for each withdrawal is calculated by multiplying the Guaranteed Income Base immediately prior to the withdrawal by the percentage decrease in Contract Value as a result of the withdrawal.

However, on each Contract Anniversary after the Rider Effective Date, if there is at least one withdrawal during the prior Contract Year and the cumulative withdrawals for that Contract Year do not exceed the sum of:

• the GIA Plus Withdrawal Amount for that Contract Year, and

• any remaining dollar amount of the prior Contract Year’s GIA Plus Withdrawal Amount,

the Guaranteed Income Base as of that Contract Anniversary will be reset to equal:

• the Guaranteed Income Base on the Rider Effective Date or prior Contract Anniversary, whichever is later, increased at an annual growth rate of 5%, plus

• the amount of any subsequent Purchase Payments received by us during the prior Contract Year, each increased at an annual growth rate of 5% from the effective date of that Purchase Payment, less

• the amount of cumulative withdrawals during the prior Contract Year.

The 5% annual growth rate will stop accruing as of the earlier of:

• the Contract Anniversary prior to the youngest Annuitant’s 81^st birthday, or

• the day this Rider terminates.

GIA Plus Withdrawal Base – On each Contract Anniversary after the Rider Effective Date, the GIA Plus Withdrawal Base is equal to:

• the GIA Plus Withdrawal Base determined on the Rider Effective Date, plus

• the amount of any subsequent Purchase Payments received by us after the Rider Effective Date, up through the day immediately prior to that Contract Anniversary.

GIA Plus Withdrawal Amount – On each Contract Anniversary after the Rider Effective Date, the GIA Plus Withdrawal Amount for the Contract Year beginning on that Contract Anniversary is equal to 5% of the GIA Plus Withdrawal Base as of that Contract Anniversary.

GIA Plus Step-Up Value – On any day after the Rider Effective Date, the GIA Plus Step-Up Value is equal to:

• the GIA Plus Step-Up Value as of the prior day, plus

• Purchase Payments received by us on that day, less

• adjustment for withdrawals made on that day.

The adjustment for each withdrawal is calculated by multiplying the GIA Plus Step-Up Value immediately prior to the withdrawal by the percentage decrease in Contract Value as a result of that withdrawal.

On any Contract Anniversary after the Rider Effective Date and prior to the youngest Annuitant’s 81^st birthday, the GIA Plus Step-Up Value is set equal to the greater of:

• the Contract Value as of that Contract Anniversary, or

• the GIA Plus Step-Up Value immediately prior to that Contract Anniversary.

The GIA Plus Step-Up Value will then be adjusted for any Purchase Payments or withdrawals on that Contract Anniversary in accordance with the first paragraph of this subsection.

The GIA Plus Step-Up Value on each Contract Anniversary on and after the youngest Annuitant’s 81^st birthday is equal to the GIA Plus Step-Up Value immediately prior to that Contract Anniversary.

Partial Conversion of Net Contract Value for Annuity Payments – If a portion of the Net Contract Value is converted to provide payments under an Annuity Option described in the Contract, the amount converted will be considered a “Withdrawal” for purposes of determining withdrawal adjustments to the Guaranteed Income Base and GIA Plus Step-Up Value.

Limitation on Subsequent Purchase Payments – For purposes of this Rider, we reserve the right to restrict additional Purchase Payments that result in a total of all Purchase Payments received on or after the first (1^st) Contract Anniversary to exceed $100,000 without our prior approval. This provision only applies if the Contract to which this Rider is attached, permits Purchase Payments after the first (1^st) Contract Anniversary, measured from the Contract Date.

Sample Calculations – Hypothetical sample calculations are in the attached APPENDIX B: GUARANTEED INCOME ADVANTAGE PLUS RIDER SAMPLE CALCULATIONS to the Prospectus. The examples provided are based on certain hypothetical assumptions and are for example purposes only. They are not intended to serve as projections of future investment returns.

INCOME ACCESS PLUS RIDER

If you purchase the Income Access Plus Rider (subject to state availability), on any day this Rider allows for withdrawals up to the Protected Payment Amount, regardless of market performance, until the Remaining Protected Balance is reduced to zero (0). This Rider also provides for an amount (an “Income Access Credit”) to be added to the Protected Payment Base and Remaining Protected Balance.

In addition, on any Contract Anniversary beginning with the third (3^rd) Contract Anniversary after the Rider Effective Date or the most recent Reset Date, whichever is later, you may elect to reset the Remaining Protected Balance to an amount equal to 100% of the Contract Value on that Contract Anniversary.

For purposes of this Rider, the term “withdrawal” includes any applicable withdrawal charges and charges for premium taxes and/or other taxes, if applicable. Amounts withdrawn under this Rider will reduce the Contract Value by the amount withdrawn and will be subject to the same conditions, limitations, restrictions and all other fees, charges and deductions, if applicable, as withdrawals otherwise made under the provisions of the Contract.

Protected Payment Amount – The maximum amount that can be withdrawn under this Rider without reducing the Protected Payment Base. The Protected Payment Amount on any day after the Rider Effective Date is equal to the lesser of:

• 5% of the Protected Payment Base as of that day, less cumulative withdrawals during that Contract Year, or

• the Remaining Protected Balance as of that day.

Protected Payment Base – An amount used to determine the Protected Payment Amount. The Protected Payment Base will remain unchanged except as otherwise described under the provisions of this Rider.

Remaining Protected Balance – The amount available for future withdrawals made under this Rider.

Income Access Credit – An amount added to the Protected Payment Base and Remaining Protected Balance.

Reset Date – Any Contract Anniversary beginning with the third (3^rd) Contract Anniversary after the Rider Effective Date or the most recent Reset Date, whichever is later, on which you elect to Reset the remaining Protected Balance to an amount equal to 100% of the Contract Value, determined as of that Contract Anniversary.

Initial Values – The initial Protected Payment Base and Remaining Protected Balance amounts are equal to:

• Initial Purchase Payment, if the Rider Effective Date is on the Contract Date, or

• Contract Value, if the Rider Effective Date is on a Contract Anniversary.

The initial Protected Payment Amount on the Rider Effective Date is equal to 5% of the initial Protected Payment Base.

Subsequent Purchase Payments – If we receive additional Purchase Payments after the Rider Effective Date, we will increase the Protected Payment Base and Remaining Protected Balance by the amount of the Purchase Payments. However, for purposes of this Rider, we reserve the right to restrict additional Purchase Payments that result in a total of all Purchase Payments received on or after the later of the first (1^st) Contract Anniversary or most recent Reset Date to exceed $100,000

without our prior approval. This provision only applies if the Contract to which this Rider is attached, permits Purchase Payments after the first (1^st) Contract Anniversary, measured from the Contract Date.

Income Access Credit – On each Contract Anniversary after the Rider Effective Date, an Income Access Credit will be added to the Protected Payment Base and Remaining Protected Balance, as of that Contract Anniversary, if:

• no withdrawals have occurred after the Rider Effective Date or the most recent Reset Date, whichever is later, and

• that Contract Anniversary is prior to the sixth (6^th) Contract Anniversary, measured from the Rider Effective Date or the most recent Reset Date, whichever is later.

The Income Access Credit is equal to 6% of the total of:

• the Remaining Protected Balance on the Rider Effective Date or the most recent Reset Date, whichever is later, and

• the cumulative Purchase Payments received after the Rider Effective Date or most recent Reset Date, whichever is later,

as of the Contract Anniversary on which the Income Access Credit is added.

Once a withdrawal has occurred, no Income Access Credit will be added to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary following the withdrawal, unless you elect to reset the Remaining Protected Balance.

Income Access Credits will not increase your cost basis and when distributed, may be recognizable as taxable ordinary income.

Withdrawal of Protected Payment Amount – While this Rider is in effect, you may withdraw up to the Protected Payment Amount without reducing the Protected Payment Base, regardless of market performance, until the Remaining Protected Balance equals zero.

If a withdrawal does not exceed the Protected Payment Amount immediately prior to that withdrawal, the Protected Payment Base will remain unchanged. The Remaining Protected Balance will decrease by the withdrawal amount immediately following the withdrawal.

If a withdrawal exceeds the Protected Payment Amount immediately prior to that withdrawal, we will adjust the Protected Payment Base and Remaining Protected Balance immediately following the withdrawal, to the lesser of:

• the Contract Value immediately after the withdrawal, or

• the Remaining Protected Balance immediately prior to the withdrawal, less the withdrawal amount.

A withdrawal may not exceed the amount available for withdrawal under the Contract if such withdrawal would exceed the Protected Payment Amount.

If a withdrawal does not exceed the Protected Payment Amount and reduces the Contract Value to zero, the following will apply:

• 5% of the Protected Payment Base will be paid each year until the Remaining Protected Balance is reduced to zero. The payments will be made under a series of pre-authorized withdrawals under a payment frequency, as elected by you, but no less frequently than annually,

• no additional Purchase Payments will be accepted under the Contract,

• any Remaining Protected Balance will not be available for payment in a lump sum and may not be applied to provide payments under an Annuity Option, and

• the Contract will cease to provide any death benefit.

If the Owner or sole surviving Annuitant dies and the Contract Value is zero as of the date of death, any Remaining Protected Balance will be paid to the Beneficiary under the series of pre-authorized withdrawals and payment frequency then in effect at the time of the Owner’s or sole surviving Annuitant’s death.

Election to Reset Remaining Protected Balance – You may, on any Contract Anniversary beginning with the third (3^rd) Contract Anniversary, measured from the Rider Effective Date or the most recent Reset Date, whichever is later, elect to reset the Remaining Protected Balance to an amount equal to 100% of the Contract Value as of that Contract Anniversary.

The annual Charge percentage may change if you elect to reset the Remaining Protected Balance. However, the annual Charge percentage will never exceed the annual Charge percentage then in effect for new issues of this same Rider. If we are no longer issuing this Rider, any change in the annual Charge percentage will not result in an annual Charge percentage that exceeds the maximum annual Charge percentage. (See CHARGES, FEES and DEDUCTIONS – Income Access Plus Rider).

On each Reset Date and after any Income Access Credit is applied, we will set the Protected Payment Base and Remaining Protected Balance to an amount equal to 100% of the Contract Value as of the Reset Date.

The election to reset the Remaining Protected Balance must be received, in a form satisfactory to us, at our Service Center within thirty (30) days after the Contract Anniversary on which the reset is effective. Your election to reset the Remaining Protected Balance may result in a reduction in the Protected Payment Base, Remaining Protected Balance, Protected Payment Amount and Income Access Credit. We will provide you with written confirmation of your election.

On and after each Reset Date, the provisions of this Rider shall apply in the same manner as they applied when the Rider was originally issued. Eligibility for any Income Access Credits, the limitations and restrictions on Purchase Payments and withdrawals, the deduction of annual Charges and any future reset options available on and after the Reset Date, will again apply and will be measured from that Reset Date.

Sample Calculations – Hypothetical sample calculations are in the attached APPENDIX C: INCOME ACCESS PLUS RIDER SAMPLE CALCULATIONS to the Prospectus. The examples provided are based on certain hypothetical assumptions and are for example purposes only. The examples are not intended to serve as projections of future investment returns.

FEDERAL TAX STATUS – Loans is amended as follows:

The third paragraph in the Loan Terms subsection is replaced with the following:

If you purchase the GPA, GPA 5, GIA II, GIA 5, GIA Plus, Income Access, or the Income Access Plus Riders, there may be adverse consequences to taking a loan while these Riders are in effect. If you have an existing loan on your Contract, you should carefully consider whether these Riders are appropriate for you.

APPENDIX B: GUARANTEED INCOME ADVANTAGE PLUS RIDER SAMPLE CALCULATIONS is added:

GUARANTEED INCOME ADVANTAGE PLUS RIDER
SAMPLE CALCULATIONS

The numeric examples shown in this section are based on certain assumptions. They have been provided to assist in understanding the benefits provided by the Guaranteed Income Advantage Plus (“GIA Plus”) Rider, and to demonstrate how Purchase Payments received and withdrawals made from the Contract prior to the Annuity Date affect the values and benefits under this Rider over an extended period of time. These examples are not intended to serve as projections of future investment returns.

Example #1 – The initial values on the Rider Effective Date based on an Initial Purchase Payment of $100,000. The Initial Purchase Payment is assumed to be the Contract Value if the Rider Effective Date is on a Contract Anniversary.

Remaining

Contract

GIA Plus

Dollar

Purchase

Value

Guaranteed

GIA plus

GIA Plus

Withdrawal

Amount of

Contract

Payments

Withdrawal

after

Income Base

Step-Up

Withdrawal

Amt. (GWA)

Prior Year’s

Years

Received

Amount

Activity

(GIB)

Value

Base (GWB)

(5% of GWB)

GWA

Beginning of Year 1

$

100,000

$

100,000

$

100,000

$

100,000

$

100,000

$

5,000

N/A

Example #2 - Subsequent Purchase Payment received during the first Contract Year and its effect on the values and balances under this Rider. This example assumes that no withdrawals have been made.

														Remaining
				Contract								GIA Plus		Dollar
	Purchase			Value		Guaranteed		GIA plus		GIA Plus		Withdrawal		Amount of
Contract	Payments		Withdrawal	after		Income Base		Step-Up		Withdrawal		Amt. (GWA)		Prior Year’s
Years	Received		Amount	Activity		(GIB)		Value		Base (GWB)		(5% of GWB)		GWA
Beginning of Year 1	$	100,000		$	100,000	$	100,000	$	100,000	$	100,000	$	5,000		N/A
Activity	$	100,000		$	200,742	$	201,227	$	200,000
Beginning of Year 2				$	205,242	$	208,727	$	205,242		200,000	$	10,000	$	5,000

In addition to Purchase Payments, the Contract Value is further subject to increases and/or decreases during a Contract Year as a result of additional amounts credited, charges, fees and other deductions, and increases and/or decreases in the investment performance of the Variable Account.

The Guaranteed Income Base prior to receipt of the Purchase Payment is assumed to have accumulated to $101,227. This amount is derived by multiplying each day’s Guaranteed Income Base by the daily factor of 1.000133680. As a result of the subsequent Purchase Payment, the Guaranteed Income Base is increased to $201,227 ($101,227 + $100,000). The Guaranteed Income Base will assume to accumulate to $208,727 at the next Contract Anniversary, by multiplying each day’s Guaranteed Income Base immediately after receipt of the subsequent Purchase Payment by the daily factor of 1.000133680.

The GIA Plus Step-Up Value prior to receipt of the Purchase Payment is $100,000. As a result of the subsequent Purchase Payment, the GIA Plus Step-Up Value is increased to $200,000 ($100,000 + $100,000). On the Contract Anniversary at the beginning of Contract Year 2, the Contract Value ($205,242) is greater than the GIA Plus Step-Up Value immediately prior to that Contract Anniversary ($200,000). As a result, the GIA Plus Step-Up Value as of that Contract Anniversary is equal to the Contract Value on that Contract Anniversary ($205,242).

The GIA Plus Withdrawal Base on the Contract Anniversary at the beginning of Contract Year 2 is equal to the GIA Plus Withdrawal Base on the Rider Effective Date ($100,000) plus cumulative Purchase Payments received after the Rider Effective Date ($100,000). As a result of the subsequent Purchase Payment, the GIA Plus Withdrawal Base on the Contract Anniversary at the beginning of Contract Year 2 is equal to $200,000 ($100,000 + $100,000).

The GIA Plus Withdrawal Amount for Contract Year 2 is determined on the Contract Anniversary at the beginning of Contract Year 2, and is equal to 5% of the GIA Plus Withdrawal Base on that Contract Anniversary (5% of $200,000). As a result of the subsequent Purchase Payment, the GIA Plus Withdrawal Amount for Contract Year 2 is equal to $10,000.

Since no withdrawals were made during Contract Year 1, the GIA Plus Withdrawal Amount for Contract Year 1 ($5,000) becomes the remaining dollar amount of the prior Contract Year’s GIA Plus Withdrawal Amount for Contract Year 2.

Example #3 — Cumulative withdrawals during Contract Year 2 exceeding the sum of: (a) the GIA Plus Withdrawal Amount for Contract Year 2; and (b) the remaining dollar amount of the prior Contract Year’s GIA Plus Withdrawal Amount for Contract Year 2. The withdrawal is assumed to result in a 10% reduction in the Contract Value.

															Remaining
					Contract								GIA Plus		Dollar
	Purchase				Value		Guaranteed		GIA plus		GIA Plus		Withdrawal		Amount of
Contract	Payments		Withdrawal		after		Income Base		Step-Up		Withdrawal		Amt. (GWA)		Prior Year’s
Years	Received		Amount		Activity		(GIB)		Value		Base (GWB)		(5% of GWB)		GWA
Beginning of Year 1	$	100,000			$	100,000	$	100,000	$	100,000	$	100,000	$	5,000		N/A
Activity	$	100,000			$	200,742	$	201,227	$	200,000
Beginning of Year 2					$	205,242	$	208,727	$	205,242	$	200,000	$	10,000	$	5,000
Activity			$	20,830	$	187,468	$	192,493	$	184,717			-$	15,830	-$	5,000
													= $	0	= $	0
Beginning of Year 3					$	190,259	$	197,247	$	190,259	$	200,000	$	10,000	$	0

Since the $20,830 withdrawal exceeded the sum of: (a) the GIA Plus Withdrawal Amount for Contract Year 2; and (b) the remaining dollar amount of the prior Contract’s Year’s GIA Plus Withdrawal Amount for Contract Year 2, the remaining dollar amount of the prior Contract Year’s GIA Plus Withdrawal Amount for Contract Year 3 is zero. Withdrawals are first applied to the remaining dollar amount of the prior Contract Year’s GIA Plus Withdrawal Amount, if any, until exhausted, then to the GIA Plus Withdrawal Amount for the current Contract Year, until exhausted.

The GIA Plus Withdrawal Amount for Contract Year 3 is determined on the Contract Anniversary at the beginning of Contract Year 3, and is equal to 5% of the GIA Plus Withdrawal Base on that Contract Anniversary (5% of $200,000). As a result, the GIA Plus Withdrawal Amount for Contract Year 3 is equal to $10,000. The GIA Plus Withdrawal Amount for any Contract Year will not be less than zero.

Immediately after the withdrawal, the Guaranteed Income Base and the GIA Plus Step-Up Value are reduced by the percentage decrease (10%) in Contract Value as a result of the withdrawal.

Since no subsequent Purchase Payments were received during Contract Year 2, the GIA Plus Withdrawal Base at the beginning of Contract Year 3 remains unchanged.

Example #4 - Cumulative withdrawals during Contract Year 3 not exceeding the sum of: (a) the GIA Plus Withdrawal Amount for Contract Year 3; and (b) the remaining dollar value of the prior Contract Year’s GIA Plus Withdrawal Amount for Contract Year 3.

															Remaining
					Contract				GIA				GIA Plus		Dollar
	Purchase				Value		Guaranteed		Plus		GIA Plus		Withdrawal		Amount of
Contract	Payments		Withdrawal		after		Income Base		Step-Up		Withdrawal		Amt (GWA)		Prior Year’s
Years	Received		Amount		Activity		(GIB)		Value		Base (GWB)		(5% of GWB)		GWA
Beginning of Year 1	$	100,000			$	100,000	$	100,000	$	100,000	$	100,000	$	5,000		N/A
Activity	$	100,000			$	200,742	$	201,227	$	200,000
Beginning of Year 2					$	205,242	$	208,727	$	205,242	$	200,000	$	10,000	$	5,000
													-$	15,830	-$	5,000
Activity			$	20,830	$	187,468	$	192,493	$	184,717			=$	0	=$	0
Beginning of Year 3					$	190,259	$	197,247	$	190,259	$	200,000	$	10,000	$	0
													-$	8,000	-$	0
Activity			$	8,000	$	185,092	$	193,744	$	182,376			$	2,000	= $	0
Beginning of Year 4					$	187,848	$	199,109	$	187,848	$	200,000	$	10,000	$	2,000

Because cumulative withdrawals for Contract Year 3 did not exceed the sum of: (a) the GIA Plus Withdrawal Amount for Contract Year 3; and (b) the remaining dollar amount of the prior Contract Year’s GIA Plus Withdrawal Amount for Contract Year 3, the Guaranteed Income Base on the Contract Anniversary at the beginning of Contract Year 4 is calculated as follows:

Guaranteed Income Base on the Contract Anniversary at the beginning of Contract Year 3:	$	197,247
Increased at an annual rate of 5% to the Contract Anniversary at the beginning of Contract Year 4:	+$	9,862
Reduced by the amount equal to the amount withdrawn in Contract Year 3:	-$	8,000
Guaranteed Income Base on the Contract Anniversary at the beginning of Contract Year 4:	$	199,109

Since no subsequent Purchase Payments were received during Contract Year 3, the GIA Plus Withdrawal Base at the beginning of Contract Year 4 remains unchanged.

The GIA Plus Withdrawal Amount for Contract Year 4 is determined on the Contract Anniversary at the beginning of Contract Year 4, and is equal to 5% of the GIA Plus Withdrawal Base on that Contract Anniversary (5% of $200,000). As a result, the GIA Plus Withdrawal Amount for Contract Year 4 is equal to $10,000.

Because cumulative withdrawals for Contract Year 3 did not exceed the sum of: (a) the GIA Plus Withdrawal Amount for Contract Year 3; and (b) the remaining dollar value of the prior Contract Year’s GIA Plus Withdrawal Amount for Contract Year 3; the dollar amount of the GIA Plus Withdrawal Amount for Contact Year 3 remaining ($2,000) becomes the remaining dollar amount of the prior Contract Year’s GIA Plus Withdrawal Amount for Contract Year 4.

Example #5 – Rider values on each Contract Anniversary based on an Initial Purchase Payment of $100,000 paid on the Contract Date. The values further assume that no subsequent Purchase Payments are received and no withdrawals are taken during the first ten (10) Contract Years after the Rider Effective Date. The Initial Purchase Payment is assumed to be the Contract Value if the Rider is effective on a Contract Anniversary.

									GIA Plus
Beginning					GIA Plus		GIA Plus		Withdrawal		Remaining Dollar
of Contract	Contract Value		Guaranteed		Step-Up		Withdrawal		Amt. (GWA)		Amount of
Year	after Activity		Income Base (GIB)		Value		Base (GWB)		(5% of GWB)		Prior Year's GWA
1	$	100,000	$	100,000	$	100,000	$	100,000	$	5,000		N/A
2	$	103,000	$	105,000	$	103,000	$	100,000	$	5,000	$	5,000
3	$	106,090	$	110,250	$	106,090	$	100,000	$	5,000	$	5,000
4	$	109,273	$	115,763	$	109,273	$	100,000	$	5,000	$	5,000
5	$	112,551	$	121,551	$	112,551	$	100,000	$	5,000	$	5,000
6	$	115,927	$	127,628	$	115,927	$	100,000	$	5,000	$	5,000
7	$	112,450	$	134,010	$	115,927	$	100,000	$	5,000	$	5,000
8	$	109,076	$	140,710	$	115,927	$	100,000	$	5,000	$	5,000

									GIA Plus
Beginning					GIA Plus		GIA Plus		Withdrawal		Remaining Dollar
of Contract	Contract Value		Guaranteed		Step-Up		Withdrawal		Amt. (GWA)		Amount of
Year	after Activity		Income Base (GIB)		Value		Base (GWB)		(5% of GWB)		Prior Year’s GWA
9	$	105,804	$	147,746	$	115,927	$	100,000	$	5,000	$	5,000
10	$	102,630	$	155,133	$	115,927	$	100,000	$	5,000	$	5,000
11	$	99,551	$	162,889	$	115,927	$	100,000	$	5,000	$	5,000

Example #6 – Rider values on each Contract Anniversary based on an Initial Purchase Payment of $100,000 paid on the Contract Date. The values further assume that no subsequent Purchase Payments are received and withdrawals of $5,000 are taken each Contract Year for the first ten (10) Contract Years after the Rider Effective Date. The Initial Purchase Payment is assumed to be the Contract Value if the Rider is effective on a Contract Anniversary.

									GIA Plus
Beginning					GIA Plus		GIA Plus		Withdrawal		Remaining Dollar
of Contract	Contract Value		Guaranteed		Step-Up		Withdrawal		Amt. (GWA)		Amount of
Year	after Activity		Income Base (GIB)		Value		Base (GWB)		(5% of GWB)		Prior Year’s GWA
1	$	100,000	$	100,000	$	100,000	$	100,000	$	5,000		N/A
2	$	97,926	$	100,000	$	97,926	$	100,000	$	5,000		$0
3	$	95,789	$	100,000	$	95,789	$	100,000	$	5,000		$0
4	$	93,588	$	100,000	$	93,588	$	100,000	$	5,000		$0
5	$	91,321	$	100,000	$	91,321	$	100,000	$	5,000		$0
6	$	88,986	$	100,000	$	88,986	$	100,000	$	5,000		$0
7	$	81,392	$	100,000	$	83,910	$	100,000	$	5,000		$0
8	$	74,026	$	100,000	$	78,676	$	100,000	$	5,000		$0
9	$	66,881	$	100,000	$	73,280	$	100,000	$	5,000		$0
10	$	59,950	$	100,000	$	67,718	$	100,000	$	5,000		$0
11	$	53,227	$	100,000	$	61,983	$	100,000	$	5,000		$0

Should the Contract annuitize immediately after the Rider has been in effect for at least ten (10) years and the GIA Plus Annuity Option has been elected to provide such payments, the net amount applied on the Annuity Date as a single premium to provide the payments is equal to the greater of:

(a)	the Guaranteed Income Base; or
(b)	the GIA Plus Step-Up Value; less any:
(c)	applicable withdrawal charges resulting from the conversion to the GIA Plus Annuity Option;
(d)	applicable annual charges for expenses related to other optional benefit riders attached to the Contract that are in effect as of the Annuity Date; and
(e)	charges for premium taxes and/or other taxes.

Under Example #5, the net amount applied on the Annuity Date (the Contract Anniversary at the beginning of Contract Year 11) is equal to the Guaranteed Income Base ($162,889), as it is greater than the GIA Plus Step-Up Value ($115,927) as of the Annuity Date, less the amounts in (c), (d) and (e) above, if any.

Under Example #6, the net amount applied on the Annuity Date (the Contract Anniversary at the beginning of Contract Year 11) is equal to the Guaranteed Income Base ($100,000), as it is greater than the GIA Plus Step-Up Value ($61,983) as of the Annuity Date, less the amounts in (c), (d) and (e) above, if any.

APPENDIX C: INCOME ACCESS PLUS RIDER SAMPLE CALCULATIONS is added:

INCOME ACCESS PLUS RIDER
SAMPLE CALCULATIONS

The numeric examples shown in this section are based on certain assumptions. They have been provided to assist in understanding the benefits provided by this Rider and to demonstrate how Purchase Payments received and withdrawals made from the Contract prior to the Annuity Date affect the values and benefits under this Rider over an extended period of time. These examples are not intended to serve as projections of future investment returns.

Example #1 – Income Access Credit; No Subsequent Purchase Payments; No Withdrawals; No Reset in Remaining Protected Balance.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• No subsequent Purchase Payments are received.

• No withdrawals taken.

• No reset of the Remaining Protected Balance

Beginning						Income		Protected		Protected		Remaining
of Contract				Contract Value		Access		Payment		Payment		Protected
Year	Purchase Payment		Withdrawal	after Activity		Credit		Base		Amount		Balance
1	$	100,000		$	100,000			$	100,000	$	5,000	$	100,000
2				$	103,000	$	6,000	$	106,000	$	5,300	$	106,000
3				$	106,090	$	6,000	$	112,000	$	5,600	$	112,000
4				$	109,273	$	6,000	$	118,000	$	5,900	$	118,000
5				$	112,551	$	6,000	$	124,000	$	6,200	$	124,000
6				$	115,927	$	6,000	$	130,000	$	6,500	$	130,000
7				$	119,405	$	0	$	130,000	$	6,500	$	130,000
8				$	122,987	$	0	$	130,000	$	6,500	$	130,000
9				$	126,677	$	0	$	130,000	$	6,500	$	130,000
10				$	130,477	$	0	$	130,000	$	6,500	$	130,000
11				$	134,392	$	0	$	130,000	$	6,500	$	130,000

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 6, an Income Access Credit of $6,000 (6% of initial Remaining Protected Balance) is added to the Protected Payment Base and Remaining Protected Balance on each Contract Anniversary up to the Contract Anniversary at the beginning of Contract Year 6. As a result, on the Contract Anniversary at the beginning of Contract Year 6, the Protected Payment Base and Remaining Protected Balance are equal to $130,000 and the Protected Payment Amount is equal to $6,500 (5% of $130,000).

No Income Access Credit will be added to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary after the Contract Anniversary at the beginning of Contract Year 6, as no reset in the Remaining Protected Balance was assumed.

In addition to the Initial Purchase Payment, the Contract Value is further subject to increases and/or decreases during each Contract Year as a result of additional amounts credited, charges, fees and other deductions, and increases and/or decreases in the investment performance of the Variable Account.

Example #2 – Subsequent Purchase Payment.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• A subsequent Purchase Payment of $50,000 is received during Contract Year 2.

• No withdrawals taken.

Beginning						Income		Protected		Protected		Remaining
of Contract				Contract Value		Access		Payment		Payment		Protected
Year	Purchase Payment		Withdrawal	after Activity		Credit		Base		Amount		Balance
1	$	100,000		$	100,000			$	100,000	$	5,000	$	100,000
2				$	103,000	$	6,000	$	106,000	$	5,300	$	106,000
Activity	$	50,000		$	154,534			$	156,000	$	7,800	$	156,000
3				$	156,834	$	9,000	$	165,000	$	8,250	$	165,000

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 2, an Income Access Credit of $6,000 (6% of Initial Remaining Protected Balance) is added to the Protected Payment Base and Remaining Protected Balance on that Contract Anniversary, increasing both to $106,000. As a result, the Protected Payment Amount on that Contract Anniversary is equal to $5,300 (5% of the Protected Payment Base on that Contract Anniversary).

Immediately after the $50,000 subsequent Purchase Payment during Contract Year 2, the Protected Payment Base and Remaining Protected Balance are increased by the Purchase Payment amount to $156,000 ($106,000 + $50,000). The Protected Payment Amount after the Purchase Payment is equal to $7,800 (5% of the Protected Payment Base after the Purchase Payment since there are no withdrawals during that Contract Year).

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 3, an Income Access Credit of $9,000 (6% of Initial Remaining Protected Balance plus 6% of the $50,000 subsequent Purchase Payment) is added to the Protected Payment Base and Remaining Protected Balance on that Contract Anniversary, increasing both to $165,000. As a result, the Protected Payment Amount on that Contract Anniversary is equal to $8,250 (5% of the Protected Payment Base on that Contract Anniversary).

Example #3 – Withdrawal Not Exceeding Protected Payment Amount.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• No subsequent Purchase Payments are received.

• A withdrawal of $5,000 is taken during Contract Year 2.

Beginning							Income		Protected		Protected		Remaining
of Contract	Purchase				Contract Value		Access		Payment		Payment		Protected
Year	Payment		Withdrawal		after Activity		Credit		Base		Amount		Balance
1	$	100,000			$	100,000			$	100,000	$	5,000	$	100,000
2					$	103,000	$	6,000	$	106,000	$	5,300	$	106,000
Activity			$	5,000	$	99,534			$	106,000	$	300	$	101,000
3					$	101,016	$	0	$	106,000	$	5,300	$	101,000
4					$	104,046	$	0	$	106,000	$	5,300	$	101,000

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 2, an Income Access Credit of $6,000 (6% of Initial Remaining Protected Balance) is added to the Protected Payment Base and Remaining Protected Balance on that Contract Anniversary, increasing both to $106,000. As a result, the Protected Payment Amount on that Contract Anniversary is equal to $5,300 (5% of the Protected Payment Base on that Contract Anniversary).

Because the $5,000 withdrawal during Contract Year 2 does not exceed the Protected Payment Amount ($5,300):

(a)	the Protected Payment Base remains unchanged;
(b)	the Remaining Protected Balance is reduced by the amount of the withdrawal to $101,000 ($106,000 — $5,000); and
(c)	the Protected Payment Amount is equal to $300 (5% of the Protected Payment Base after the withdrawal (5% of $106,000 = $5,300), less cumulative withdrawals during that Contract Year ($5,000)).

Since a withdrawal occurred during Contract Year 2, no Income Access Credit will be added to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary following the withdrawal.

Example #4 – Withdrawals Exceeding Protected Payment Amount.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• No subsequent Purchase Payments are received.

• Two separate withdrawals of $5,000 and $3,000 are taken during Contract Year 2.

Beginning							Income		Protected		Protected		Remaining
of Contract	Purchase				Contract Value		Access		Payment		Payment		Protected
Year	Payment		Withdrawal		after Activity		Credit		Base		Amount		Balance
1	$	100,000			$	100,000			$	100,000	$	5,000	$	100,000
2					$	103,000	$	6,000	$	106,000	$	5,300	$	106,000
Activity			$	5,000	$	99,534			$	106,000	$	300	$	101,000
Activity			$	3,000	$	97,272			$	97,272	$	0	$	97,272
3					$	97,993	$	0	$	97,272	$	4,864	$	97,272
4					$	100,933	$	0	$	97,272	$	4,864	$	97,272

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 2, an Income Access Credit of $6,000 (6% of Initial Remaining Protected Balance) is added to the Protected Payment Base and Remaining Protected Balance on that Contract Anniversary, increasing both to $106,000. As a result, the Protected Payment Amount on that Contract Anniversary is equal to $5,300 (5% of the Protected Payment Base on that Contract Anniversary).

Because the $5,000 withdrawal during Contract Year 2 does not exceed the Protected Payment Amount ($5,300):

(a)	the Protected Payment Base remains unchanged;
(b)	the Remaining Protected Balance is reduced by the amount of the withdrawal to $101,000 ($106,000 — $5,000); and
(c)	the Protected Payment Amount is equal to $300 (5% of the Protected Payment Base after the withdrawal (5% of $106,000 = $5,300), less cumulative withdrawals during that Contract Year ($5,000)).

Because the $3,000 withdrawal during Contract Year 2 exceeds the Protected Payment Amount immediately prior to the withdrawal ($3,000 > $300), the Protected Payment Base and Remaining Protected Balance immediately after the withdrawal are adjusted to the lesser of:

(a)	the Contract Value immediately after the withdrawal ($97,272); or
(b)	the Remaining Protected Balance immediately prior to the withdrawal, less the withdrawal amount ($101,000 — $3,000 = $98,000).

The Protected Payment Amount immediately after the withdrawal is equal to $0 (5% of the Protected Payment Base after the withdrawal (5% of $97,272 = $4,864), less cumulative withdrawals during that Contract Year ($8,000), but not less than zero).

Since a withdrawal occurred during Contract Year 2, no Income Access Credit will be added to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary following the withdrawal.

Example #5 – Reset in Remaining Protected Balance.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• No subsequent Purchase Payments are received.

• No withdrawals taken.

• Reset in the Remaining Protected Balance at the Beginning of Contract Year 4.

Beginning						Income		Protected		Protected		Remaining
of Contract	Purchase			Contract Value		Access		Payment		Payment		Protected
Year	Payment		Withdrawal	after Activity		Credit		Base		Amount		Balance
1	$	100,000		$	100,000			$	100,000	$	5,000	$	100,000
2				$	110,000	$	6,000	$	106,000	$	5,300	$	106,000

Beginning					Income		Protected		Protected		Remaining
of Contract	Purchase		Contract Value		Access		Payment		Payment		Protected
Year	Payment	Withdrawal	after Activity		Credit		Base		Amount		Balance
3			$	121,000	$	6,000	$	112,000	$	5,600	$	112,000
4 (Prior to Reset)			$	133,100	$	6,000	$	118,000	$	5,900	$	118,000
4 (After Reset)			$	133,100			$	133,100	$	6,655	$	133,100
5			$	146,410	$	7,986	$	141,086	$	7,054	$	141,086

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

On the Contract Anniversary at the beginning of Contract Year 4, the Contract Value ($133,100) is greater than the Remaining Protected Balance ($118,000). With the reset in Remaining Protected Balance, the Protected Payment Base and Remaining Protected Balance are set equal to the Contract Value on that Contract Anniversary. As a result, the Protected Payment Amount is equal to $6,655 after the reset.

After the reset in Remaining Protected Balance, eligibility for any Income Access Credit will be based on the most recent Reset Date. That is, an Income Access Credit may be added to the Protected Payment Base and Remaining Protected Balance on up to five additional Contract Anniversaries if certain conditions are met.

The reset in Remaining Protected Balance may result in an increase in the annual Income Access Charge percentage.

The reset in Remaining Protected Balance may also result in a lower Protected Payment Base, Remaining Protected Balance, Protected Payment Amount and Income Access Credit.

STATEMENT OF ADDITIONAL INFORMATION is amended by adding the following:

All references to the optional Riders, including but not limited to, EEG, GPA 5, GPA, GIA II, GIA 5, GIA or Income Access, in the PERFORMANCE and THE CONTRACTS AND THE SEPARATE ACCOUNT sections, shall include the Guaranteed Income Advantage Plus (GIA Plus) and Income Access Plus Riders.

PART II

Part C: OTHER INFORMATION

     Item 24. Financial Statements and Exhibits

(a)	Financial Statements
	Part A: None
	Part B:

(1) Registrant’s Financial Statements

Audited Financial Statements dated as of December 31, 2003 which are incorporated by reference from the 2003 Annual Report include the following for Separate Account A:

Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements

(2) Depositor’s Financial Statements

Audited Consolidated Financial Statements dated as of December 31, 2003 and 2002, and for the three year period ended December 31, 2003, included in Part B include the following for Pacific Life:

Independent Auditors’ Report
Consolidated Statements of Financial Condition
Consolidated Statements of Operations
Consolidated Statements of Stockholder’s Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

(b) Exhibits

1.	(a)	Resolution of the Board of Directors of the Depositor authorizing establishment of Separate Account A and Memorandum establishing Separate Account A.1
	(b)	Memorandum Establishing Two New Variable Accounts—Aggressive Equity and Emerging Markets Portfolios.1
	(c)	Resolution of the Board of Directors of Pacific Life Insurance Company authorizing conformity to the terms of the current Bylaws.1

II-1

2. Not applicable

3.	(a)	Distribution Agreement between Pacific Mutual Life and Pacific Select Distributors, Inc (PSD)1
	(b)	Form of Selling Agreement between Pacific Mutual Life, PSD and Various Broker-Dealers1

4.	(a)	(1	)	Pacific Innovations—Form of Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-12600)1
		(2	)	Pacific Innovations Select—Form of Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-10300)11

(b)	Qualified Pension Plan Rider (Form No. R90-PEN-V)1
(c)	403(b) Tax-Sheltered Annuity Rider10
(d)	Section 457 Plan Rider (Form No. 24-123799)1
(e)	Individual Retirement Annuity Rider (Form No. 20-18900)11
(f)	Roth Individual Retirement Annuity Rider (Form No. 20-19000)11
(g)	SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100)11
(h)	Qualified Retirement Plan Rider10

(i)	(1	)	Pacific Innovations—Stepped-Up Death Benefit Rider (Form No. 20-12601)1
	(2	)	Pacific Innovations Select—Stepped-Up Death Benefit Rider (Form No. 20-13500)5
(j)	(1	)	Premier Death Benefit Rider (Form No. 20-12602)1
	(2	)	Premier Death Benefit Rider (Form No. 20-18000)11

(k)	Guaranteed Earnings Enhancement (EEG) Rider (Form No. 20-14900)6
(l)	Guaranteed Income Advantage (GIA) Rider (Form No. 20-15100)8
(m)	Form of Guaranteed Protection Advantage (GPA) Rider (Form No. 20-16200)9
(n)	Form of Guaranteed Protection Advantage 5 Rider (Form No. 20-19500)14

(o)	(1	)	Income Access Rider (Form No. 20-19800)12
	(2	)	Form of Income Access Rider (Form No. 20-1104)15

(p)	Pacific Innovations Select—DCA Plus Fixed Option Rider (Form No. 20-1103)14
(q)	Form of Guaranteed Income Advantage II Rider (Form No. 20-1109)15
(r)	Form of Guaranteed Income Advantage 5 Rider (Form No. 20-1102)15
(s)	Guaranteed Income Annuity Rider (Form No. 20-1118)
(t)	Guaranteed Withdrawal Benefit Rider (Form No. 20-1119); also Known as Income Access Plus Rider

5.	(a)	(1	)	Pacific Innovations—Variable Annuity Application (Form No. 25-12610)4
		(2	)	Pacific Innovations Select—Variable Annuity Application (Form No. 25-10300)11

(b)	Variable Annuity PAC APP1
(c)	Application/Confirmation Form2
(d)	Guaranteed Income Advantage (GIA) Rider Request (Form No. 1209-1A)9
(e)	Form of Guaranteed Earnings Enhancement (EEG) Rider Request Application6
(f)	Form of Guaranteed Protection Advantage (GPA) Rider Request (Form No. 55-16600)9
(g)	Form of Guaranteed Protection Advantage 5 Rider Request Form (Form No. 2311-BA)12
(h)	Form of Income Access Rider Request Form (Form No. 2315-3A)12
(i)	Form of Portfolio Optimization Rider Request Form (Form No. 2311-5A)

6.	(a)	Pacific Life’s Articles of Incorporation1
	(b)	By-laws of Pacific Life1

7 Not applicable

8.	(a)	Fund Participation Agreement7
	(b)	Addendum to the Fund Participation Agreement (to add the Strategic Value and Focused 30 Portfolios)7
	(c)	Addendum to the Fund Participation Agreement (to add nine new Portfolios)7
	(d)	Addendum to the Fund Participation Agreement (to add the Equity Income and Research Portfolios)10

9 Opinion and Consent of legal officer of Pacific Life as to the legality of Contracts being registered.¹

II-2

10.	Independent Auditors’ Consent 16
11.	Not applicable
12.	Not applicable
13.	Not applicable
14.	Not applicable
15.	Powers of Attorney10
16.	Not applicable

1	Included in Registrant’s Form N-4, File No. 333-93059, Accession No. 0000912057-99-009849 filed on December 17, 1999 and incorporated by reference herein.
2	Included in Registrant’s Form N-4, File No. 333-93059, Accession No. 0000912057-00-015739 filed on March 31, 2000 and incorporated by reference herein.
3	Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0000912057-00-018010 filed on April 14, 2000 and incorporated by reference herein.
4	Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0000912057-00-052614 filed on December 7, 2000 and incorporated by reference herein.
5	Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0000912057-00-055027 filed on December 28, 2000 and incorporated by reference herein.
6	Included in Registrant’s Form N-4/A, File No. 333-93059 Accession No. 0000912057-01-007165 filed on March 2, 2001 and incorporated by reference herein.
7	Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0000912057-01-510459 filed on April 25, 2001 and incorporated by reference herein.
8	Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0001017062-01-500247 filed on May 10, 2001 and incorporated by reference herein.
9	Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0000898430-01-503115 filed on October 25, 2001 and incorporated by reference herein.
10	Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001017062-02-000788 filed on April 30, 2002 and incorporated by reference herein.
11	Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001017062-02-002149 filed on December 19, 2002 and incorporated by reference herein.
12	Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001017062-03-000460 filed on March 18, 2003 and incorporated by reference herein.
13	Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001017062-03-000934 filed on April 25, 2003 and incorporated by reference herein.
14	Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0001193125-03-099264 filed on December 24, 2003 and incorporated by reference herein.
15	Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001193125-04-031276 filed on February 27, 2004.
16	Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001193125-04-031276 filed on February 27, 2004.

Item 25. Directors and Officers of Pacific Life

	Positions and Offices
Name and Address	with Pacific Life
Thomas C. Sutton	Director, Chairman of the Board, and Chief Executive Officer
Glenn S. Schafer	Director and President
Khanh T. Tran	Director, Executive Vice President and Chief Financial Officer
David R. Carmichael	Director, Senior Vice President and General Counsel
Audrey L. Milfs	Director, Vice President and Corporate Secretary
Edward R. Byrd	Vice President, Controller, and Chief Accounting Officer
Brian D. Klemens	Vice President and Treasurer
Gerald W. Robinson	Executive Vice President

The address for each of the persons listed above is as follows:

700 Newport Center Drive
Newport Beach, California 92660

II-3

Item 26. Persons Controlled by or Under Common Control with Pacific Life or Separate Account A

The following is an explanation of the organization chart of Pacific Life’s subsidiaries:

PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES
LEGAL STRUCTURE

Pacific Life is a California Stock Life Insurance Company wholly-owned by Pacific LifeCorp (a Delaware Stock Holding Company) which is, in turn, 98% owned by Pacific Mutual Holding Company (a California Mutual Holding Company). Other subsidiaries of Pacific LifeCorp are: a 91% ownership of Aviation Capital Group Holding Corp. (a Delaware Corporation); College Savings Bank (a New Jersey Chartered Capital Stock Savings Bank) and its subsidiary College Savings Trust (a Montana Chartered Uninsured Trust Company); M.L. Stern & Co., LLC (a Delaware Limited Liability Company) and its subsidiary Tower Asset Management, LLC (a Delaware Limited Liability Company); Pacific Asset Funding, LLC (a Delaware Limited Liability Company) and its subsidiaries PL Trading Company, LLC (a Delaware Limited Liability Company) and Pacific Life Trade Services, Limited (a Hong Kong Limited Corporation); and Pacific Life & Annuity Services, Inc. (a Colorado Corporation). A Subsidiary of Aviation Capital Group Holding Corp., is Aviation Capital Group Corp. (a Delaware Corporation), which in turn, is the parent of: ACG Acquisition V Corporation (a Delaware Corporation), and ACG Trust II Holding LLC, and has a 50% ownership of ACG Acquisition VI LLC (a Nevada Limited Liability Company); and a 33% ownership of ACG Acquisition IX LLC. ACG Trust II Holding LLC owns Aviation Capital Group Trust II (a Delaware statutory trust), which in turn owns ACG Acquisition XXV LLC, ACG Acquisition XXVI LLC, and ACG Acquisition XXIX LLC. Subsidiaries of ACG Acquisition XXV LLC are ACG Acquisition 37-38 LLCS and ACG Acquisition Ireland II, Limited (an Irish Corporation); ACG Acquisition XXVI LLC; and ACG Acquisition XXVII LLC. Subsidiaries of ACG Acquisition VI LLC are: a 34% ownership of ACG Acquisition VIII LLC; a 20% ownership of ACG Acquisition XIV LLC; and a 20% ownership of ACG Acquisition XIX LLC, which in turn owns ACG Acquisition XIX Holding LLC, which owns Aviation Capital Group Trust (a Delaware statutory trust). Subsidiaries of Aviation Capital Group Trust are: ACG Acquisition XV LLC; ACG Acquisition XX LLC and its subsidiary ACG Acquisition Ireland, Limited (an Irish Corporation); and ACG Acquisition XXI, LLC and ACG Acquisition XXIX LLC. Subsidiaries of ACG Acquisition XXIX LLC are: ACG Acquisition XXX LLCs; ACG Acquisition 35 LLC; ACG Acquisition 32-34, 36 and 39 LLCs; and ACGFS LLC. Pacific Life is the parent company of: Pacific Life & Annuity Company (an Arizona Stock Life Insurance Company); Pacific Select Distributors, Inc.; Pacific Asset Management LLC (a Delaware Limited Liability Company); Confederation Life Insurance and Annuity Company (a Georgia Company); a 9% ownership of Scottish Re Group Limited [(a Cayman Islands Holding Company) abbreviated structure]; a 95% ownership of Grayhawk Golf Holdings, LLC (a Delaware Limited Liability Company), and its subsidiary Grayhawk Golf L.L.C. (an Arizona Limited Liability Company); a 67% ownership of Pacific Mezzanine Associates, L.L.C. (a Delaware Limited Liability Company) and its subsidiary Pacific Mezzanine Investors, L.L.C., (a Delaware Limited Liability Company) who is the sole general partner of the PMI Mezzanine Fund, L.P. (a Delaware Limited Partnership); Las Vegas Golf I, LLC (a Delaware Limited Liability Company); Las Vegas Golf II, LLC (a Delaware Limited Liability Company); and North Carolina Property, LLC (a Delaware Limited Liability Company). Subsidiaries of Pacific Asset Management LLC are: a 21% ownership of Carson-Pacific LLC (a Delaware Limited Liability Company); PMRealty Advisors Inc.; a non-managing membership interest in Allianz-PacLife Partners LLC (a Delaware Limited Liability Company); and Pacific Financial Products Inc. (a Delaware Corporation). Allianz-PacLife Partners LLC and Pacific Financial Products, Inc., own the Class E units of Allianz Dresdner Asset Management of America L.P. (a Delaware Limited Partnership). Subsidiaries of Pacific Select Distributors, Inc., include: Associated Financial Group, Inc., Mutual Service Corporation (a Michigan Corporation), United Planners’ Group, Inc. (an Arizona Corporation), and a 62% ownership of Waterstone Financial Group, Inc. (an Illinois Corporation). Subsidiaries of Associated Financial Group, Inc., are Associated Planners Investment Advisory, Inc., Associated Securities Corp., West Coast Realty Management, Inc., Associated Planners Securities Corporation of Nevada, Inc. (a Nevada Corporation), and West Coast Realty Advisors, Inc. Subsidiaries of Mutual Service Corporation are Advisors’ Mutual Service Center, Inc. (a Michigan Corporation) and Contemporary Financial Solutions, Inc. (a Delaware Corporation). United Planners’ Group, Inc. is the general partner and holds an approximate 45% general partnership interest in United Planners’ Financial Services of America (an Arizona Limited Partnership). Subsidiaries of United Planners’ Financial Services of America are UPFSA Insurance Agency of Arizona, Inc. (an Arizona Corporation), UPFSA Insurance Agency of California, Inc., United Planners Insurance Agency of Massachusetts, Inc. (a Massachusetts Corporation). All corporations are 100% owned unless otherwise indicated. All entities are California corporations unless otherwise indicated.

II-4

Item 27. Number of Contractholders

(1) Pacific Innovations – Approximately	Qualified
	Non Qualified
(2) Pacific Innovations Select – Approximately	Qualified
	Non Qualified

Item 28. Indemnification

(a) The Distribution Agreement between Pacific Life and Pacific Select Distributors, Inc. (PSD) provides substantially as follows:

Pacific Life hereby agrees to indemnify and hold harmless PSD and its officers and directors, and employees for any expenses (including legal expenses), losses, claims, damages, or liabilities incurred by reason of any untrue statement or representation of a material fact or any omission or alleged omission to state a material fact required to be stated to make other statements not misleading, if made in reliance on any prospectus, registration statement, post-effective amendment thereof, or sales materials supplied or approved by Pacific Life or the Separate Account. Pacific Life shall reimburse each such person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, liability, damage, or claim. However, in no case shall Pacific Life be required to indemnify for any expenses, losses, claims, damages, or liabilities which have resulted from the willful misfeasance, bad faith, negligence, misconduct, or wrongful act of PSD.

PSD hereby agrees to indemnify and hold harmless Pacific Life, its officers, directors, and employees, and the Separate Account for any expenses, losses, claims, damages, or liabilities arising out of or based upon any of the following in connection with the offer or sale of the contracts: (1) except for such statements made in reliance on any prospectus, registration statement or sales material supplied or approved by Pacific Life or the Separate Account, any untrue or alleged untrue statement or representation is made; (2) any failure to deliver a currently effective prospectus; (3) the use of any unauthorized sales literature by any officer, employee or agent of PSD or Broker; (4) any willful misfeasance, bad faith, negligence, misconduct or wrongful act. PSD shall reimburse each such person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, liability, damage, or claim.

(b) The Form of Selling Agreement between Pacific Life, Pacific Select Distributors, Inc. (PSD) and Various Broker-Dealers provides substantially as follows:

Pacific Life and PSD agree to indemnify and hold harmless Selling Broker-Dealer and General Agent, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise

II-5

out of or are based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in the registration statement for the Contracts or for the shares of Pacific Select Fund (the “Fund”) filed pursuant to the 1933 Act, or any prospectus included as a part thereof, as from time to time amended and supplemented, or in any advertisement or sales literature approved in writing by Pacific Life and PSD pursuant to Section IV.E. of this Agreement.

Selling Broker-Dealer and General Agent agree to indemnify and hold harmless Pacific Life, the Fund and PSD, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (a) any oral or written misrepresentation by Selling Broker-Dealer or General Agent or their officers, directors, employees or agents unless such misrepresentation is contained in the registration statement for the Contracts or Fund shares, any prospectus included as a part thereof, as from time to time amended and supplemented, or any advertisement or sales literature approved in writing by Pacific Life and PSD pursuant to Section IV.E. of this Agreement, (b) the failure of Selling Broker-Dealer or General Agent or their officers, directors, employees or agents to comply with any applicable provisions of this Agreement or (c) claims by Sub-agents or employees of General Agent or Selling Broker-Dealer and General Agent will reimburse Pacific Life or PSD or any director, officer, agent or employee of either entity for any legal or other expenses reasonably incurred by Pacific Life, PSD, or such officer, director, agent or employee in connection with investigating or defending any such loss, claims, damages, liability or action. This indemnity agreement will be in addition to any liability which Broker-Dealer may otherwise have.

II-6

Item 29. Principal Underwriters

(a)	PSD also acts as principal underwriter for Pacific Select Variable Annuity Separate Account, Separate Account B, Pacific Corinthian Variable Separate Account, Pacific Select Separate Account, Pacific Select Exec Separate Account, COLI Separate Account, COLI II Separate Account, COLI III Separate Account, Separate Account A of Pacific Life & Annuity Company, Pacific Select Exec Separate Account of Pacific Life & Annuity Company,
(b)	For information regarding PSD, reference is made to Form B-D, SEC File No. 8-15264, which is herein incorporated by reference.
(c)	PSD retains no compensation or net discounts or commissions from the Registrant.

Item 30. Location of Accounts and Records

The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules under that section will be maintained by Pacific Life at 700 Newport Center Drive, Newport Beach, California 92660.

Item 31. Management Services

Not applicable

Item 32. Undertakings

The registrant hereby undertakes:

(a)	to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in this registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted, unless otherwise permitted.
(b)	to include either (1) as a part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information, or (3) to deliver a Statement of Additional Information with the Prospectus.
(c)	to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request.

II-7

Additional Representations

     (a) The Registrant and its Depositor are relying upon American Council of Life Insurance, SEC No-Action Letter, SEC Ref. No. 1P-6-88 (November 28, 1988) with respect to annuity contracts offered as funding vehicles for retirement plans meeting the requirements of Section 403(b) of the Internal Revenue Code, and the provisions of paragraphs (1)-(4) of this letter have been complied with.

     (b) The Registrant and its Depositor are relying upon Rule 6c-7 of the Investment Company Act of 1940 with respect to annuity contracts offered as funding vehicles to participants in the Texas Optional Retirement Program, and the provisions of Paragraphs (a)-(d) of the Rule have been complied with.

     (c) REPRESENTATION PURSUANT TO SECTION 26(f) OF THE INVESTMENT COMPANY ACT OF 1940: Pacific Life Insurance Company and Registrant represent that the fees and charges to be deducted under the Variable Annuity Contract (“Contract”) described in the prospectus contained in this registration statement are, in the aggregate, reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed in connection with the Contract.

II-8

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(a) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 19 to the Registration Statement on Form N-4 to be signed on its behalf by the undersigned thereunto duly authorized in the City of Newport Beach, and the State of California on this 15^th day of October, 2004.

SEPARATE ACCOUNT A
(Registrant)
By:	PACIFIC LIFE INSURANCE COMPANY
By:
	Thomas C. Sutton*
	Chairman and Chief Executive Officer
By:	PACIFIC LIFE INSURANCE
	COMPANY
	(Depositor)
By:
	Thomas C. Sutton*
	Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 19 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
Thomas C. Sutton*	Director, Chairman of the Board and Chief Executive Officer	October 15, 2004
Glenn S. Schafer*	Director and President	October 15, 2004
Khanh T. Tran*	Director, Executive Vice President and Chief Financial Officer	October 15, 2004
David R. Carmichael*	Director, Senior Vice President and General Counsel	October 15, 2004
Audrey L. Milfs*	Director, Vice President and Corporate Secretary	October 15, 2004
Edward R. Byrd*	Vice President, Controller, and Chief Accounting Officer	October 15, 2004
Brian D. Klemens*	Vice President and Treasurer	October 15, 2004
Gerald W. Robinson*	Executive Vice President	October 15, 2004
*By: /s/ DAVID R. CARMICHAEL David R. Carmichael as attorney-in-fact		October 15, 2004

(Powers of Attorney are contained in Post-Effective Amendment No. 9 of the Registration Statement filed on Form N-4/B for Separate Account A, File No. 333-93059, Accession No. 0001017062-02-000788 filed on April 30, 2002, as Exhibit 15.)

II-9

EX-99.4(S)

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

GUARANTEED INCOME ANNUITY (GIA) RIDER

Pacific Life Insurance Company has issued this Rider as a part of the annuity Contract to which it is attached. Please read it carefully.

All provisions of the Contract that do not conflict with this Rider apply to this Rider. In the event of any conflict between the provisions of this Rider and the provisions of the Contract, the provisions of this Rider shall prevail over the provisions of the Contract.

The provisions of this Rider relate only to the GIA Annuity Option, and do not impact any of the other Annuity Options described in the Contract.

The numeric examples provided in this Rider are based on certain assumptions. They have been provided to assist in understanding the benefits provided by this Rider and to demonstrate how Purchase Payments received and withdrawals made from the Contract prior to the Annuity Date affect the values and benefits under this Rider over an extended period of time.

TABLE OF CONTENTS

	Page
Definition of Terms		1
Guaranteed Income Annuity (GIA)		2
GIA Annual Charge		2
GIA Annuity Option		2
Application of Net Amount		3
Initial Values		3
Subsequent Values		4
Limitation on Subsequent Purchase Payments		5
Partial Annuitization of Net Contract Value		5
Applicability of Rates		5
Basis of Computations		5
Rates Not Shown		5
Continuation of Rider if Surviving Spouse Continues Contract		5
Termination of Rider		5
Rider Effective Date		5
GIA Annuity Option Tables		6
Sample Calculations		8

Definition of Terms – Unless redefined in this Rider, the terms defined in the Contract will have the same meaning when used in this Rider.

1

Guaranteed Income Annuity (GIA) – You have purchased a Guaranteed Income Annuity (GIA) Rider. Subject to the terms and conditions described herein, this Rider adds an Annuity Option to the Contract called the “GIA Annuity Option”.

This Rider may be purchased on the Contract Date or on any subsequent Contract Anniversary, provided:

(a)	the age of each Annuitant is 80 years or younger on the date of purchase; and
(b)	the entire Contract Value is invested according to an asset allocation program established and maintained by us for this Rider.

The date of purchase is the Rider Effective Date as shown on Page 5.

GIA Annual Charge – An annual charge for expenses related to this Rider will be deducted from the Investment Options on a proportionate basis relative to the Account Value in each such option.

The annual charge is deducted, in arrears, on each Contract Anniversary that this Rider remains in effect. The annual charge is equal to [0.50%] multiplied by the greater of the Guaranteed Income Base or the Contract Value on the day the charge is deducted.

If this Rider terminates on a Contract Anniversary, the entire annual charge for the prior Contract Year will be deducted from the Contract Value on that Contract Anniversary.

If the Rider terminates prior to a Contract Anniversary, we will prorate the annual charge. The prorated amount will be based on the greater of the Guaranteed Income Base or the Contract Value as of the day the Rider terminates. Such prorated amount will be deducted from the Contract Value on the earlier of the day the Contract terminates or the Contract Anniversary immediately following the day the Rider terminates.

We will waive the annual charge if the Rider terminates as a result of the death of an Owner or sole surviving Annuitant, or upon full annuitization of the Contract.

Any portion of the annual charge we deduct from any of our fixed-rate General Account options (if available under the Contract) will not be greater than the annual interest credited in excess of that option’s minimum guaranteed interest rate.

GIA Annuity Option – While this Rider is in effect and in lieu of the Annuity Options described in the Contract, you may, prior to the Annuity Date, elect to have annuity payments made under the GIA Annuity Option, provided this Rider has been in effect for at least ten (10) years from the Rider Effective Date.

If you elect this option, any withdrawal charge (if applicable) that would otherwise be waived in connection with a conversion to an Annuity Option as described in the Contract will apply.

Annuity payments under this option will be paid in fixed dollar amounts under any one of the payment methods described below:

• Life Only – Periodic payments are made to the designated payee during the Annuitant’s lifetime. Payments stop when the Annuitant dies.

• Life with Period Certain – Periodic payments are made to the designated payee during the Annuitant’s lifetime, with payments guaranteed for a period certain, as selected by you prior to the Annuity Date, of ten (10) years or more. If the Annuitant dies before the guaranteed payments are completed, we will pay the remainder of the guaranteed payments to the first among the following who is (1) living; or (2) an entity or corporation entitled to receive the remainder of the guaranteed payments:

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

2

	If none are living (or if there is no entity or corporation entitled to receive the remainder of the guaranteed payments), we will pay the remainder of the guaranteed payments to the Owner’s estate.
	If the Annuitant dies after all of the payments under the period certain have been paid, payments will stop when the Annuitant dies.
•	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, annuity payments will be equal to 50% or 66-2/3% of the original payment payable during the lifetime of the Primary Annuitant. Payments stop when both Annuitants have died.
•	Period Certain Only – Periodic payments are made to the designated payee, with payments guaranteed for a period certain, as selected by you prior to the Annuity Date, of twenty (20) years or more. If the Annuitant dies before the guaranteed payments are completed, we will pay the remainder of the guaranteed payments to the first among the following who is (1) living; or (2) an entity or corporation entitled to receive the remainder of the guaranteed payments:

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

If none are living (or if there is no entity or corporation entitled to receive the remainder of the guaranteed payments), we will pay the remainder of the guaranteed payments to the Owner’s estate.

Application of Net Amount – On the Annuity Date, we will apply the net amount as a single premium, based on the payment method chosen under the GIA Annuity Option provision, and the age and sex of each Annuitant, under the appropriate annuity rates contained in this Rider.

The net amount applied as a single premium on the Annuity Date is equal to the greater of: (a) the Guaranteed Income Base on that day; or (b) the GIA Step-Up Value on that day; less any:

• applicable withdrawal charges resulting from the conversion to the GIA Annuity Option;

• applicable annual charges for expenses related to other optional benefit riders attached to the Contract that are in effect as of the Annuity Date; and

• charges for premium taxes and/or other taxes.

The net amount applied will be held in our General Account.

Initial Values – The Guaranteed Income Base, GIA Withdrawal Base, GIA Withdrawal Amount and GIA Step-Up Value are values used in determining the net amount applied on the Annuity Date to provide payments under the GIA Annuity Option.

These initial values are determined on the Rider Effective Date as follows:

• If this Rider is effective on the Contract Date, the Guaranteed Income Base and GIA Withdrawal Base are equal to the Initial Purchase Payment.

• If this Rider is effective on a Contract Anniversary, the Guaranteed Income Base and GIA Withdrawal Base are equal to the Contract Value on that day.

• The GIA Withdrawal Amount for the Contract Year beginning on the Rider Effective Date is equal to 5% of the GIA Withdrawal Base.

• The GIA Step-Up Value is equal to the Contract Value on the Rider Effective Date.

3

The GIA Withdrawal Base and GIA Withdrawal Amount after the Rider Effective Date are recalculated only on each subsequent Contract Anniversary.

Subsequent Values – The Guaranteed Income Base, GIA Withdrawal Base, GIA Withdrawal Amount and GIA Step-Up Value after the Rider Effective Date are determined as follows:

Guaranteed Income Base – On any day after the Rider Effective Date, the Guaranteed Income Base is equal to:

• the Guaranteed Income Base on the prior day, multiplied by a daily factor of 1.000133680, which is equivalent to increasing the Guaranteed Income Base at an annual growth rate of 5%; plus

• Purchase Payments received by us on that day; less

• adjustments for withdrawals made on that day.

The adjustment for each withdrawal is calculated by multiplying the Guaranteed Income Base immediately prior to the withdrawal by the percentage decrease in Contract Value as a result of the withdrawal.

However, on each Contract Anniversary after the Rider Effective Date, if there is at least one withdrawal during the prior Contract Year and the cumulative withdrawals for that Contract Year do not exceed the sum of:

(a)	the GIA Withdrawal Amount for that Contract Year, and
(b)	any remaining dollar amount of the prior Contract Year’s GIA Withdrawal Amount;

the Guaranteed Income Base as of that Contract Anniversary will be reset to equal:

• the Guaranteed Income Base on the Rider Effective Date or prior Contract Anniversary, whichever is later, increased at an annual growth rate of 5%; plus

• the amount of any subsequent Purchase Payments received by us during the prior Contract Year, each increased at an annual growth rate of 5% from the effective date of that Purchase Payment; less

• the amount of cumulative withdrawals during the prior Contract Year.

The 5% annual growth rate will stop accruing as of the earlier of:

• the Contract Anniversary prior to the youngest Annuitant’s 81st birthday; or

• the day this Rider terminates.

GIA Withdrawal Base – On each Contract Anniversary after the Rider Effective Date, the GIA Withdrawal Base is equal to:

• the GIA Withdrawal Base determined on the Rider Effective Date; plus

• the amount of any subsequent Purchase Payments received by us after the Rider Effective Date, up through the day immediately prior to that Contract Anniversary.

GIA Withdrawal Amount – On each Contract Anniversary after the Rider Effective Date, the GIA Withdrawal Amount for the Contract Year beginning on that Contract Anniversary is equal to 5% of the GIA Withdrawal Base as of that Contract Anniversary.

GIA Step-Up Value – On any day after the Rider Effective Date, the GIA Step-Up Value is equal to:

• the GIA Step-Up Value as of the prior day, plus

• Purchase Payments received by us on that day, less

• adjustment for withdrawals made on that day.

The adjustment for each withdrawal is calculated by multiplying the GIA Step-Up Value immediately prior to the withdrawal by the percentage decrease in Contract Value as a result of the withdrawal.

4

On any Contract Anniversary after the Rider Effective Date and prior to the youngest Annuitant’s 81^st birthday, the GIA Step-Up Value is set equal to the greater of:

(a)	the Contract Value as of that Contract Anniversary; or
(b)	the GIA Step-Up Value immediately prior to that Contract Anniversary.

The GIA Step-Up Value on each Contract Anniversary on and after the youngest Annuitant’s 81^st birthday is equal to the GIA Step-Up Value immediately prior to that Contract Anniversary.

Limitation on Subsequent Purchase Payments – For purposes of this Rider, in no event may any Purchase Payment received on and after the first (1^st) Contract Anniversary, measured from the Rider Effective Date, result in the total of all Purchase Payments received after that Contract Anniversary to exceed $100,000, without our prior approval.

This provision only applies if the Contract permits Purchase Payments after the first (1^st) Contract Anniversary, measured from the Contract Date.

Partial Annuitization of Net Contract Value – Any portion of the Net Contract Value converted to provide payments under any one of the Annuity Options described in the Contract, will be considered a “withdrawal” for purposes of determining withdrawal adjustments to the Guaranteed Income Base and GIA Step-Up Value.

Applicability of Rates – The annuity rates contained in this Rider will be used to provide a guaranteed monthly income for each $1,000 of net amount applied.

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

Basis of Computations – The actuarial basis for the annuity rates contained in this Rider is the 1996 US Annuity 2000 Mortality Table, age set back eight (8) years with interest at an effective annual rate of 2.0%.

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

Continuation of Rider if Surviving Spouse Continues Contract – If the Owner dies while this Rider is in effect and if the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, then the provisions of this Rider will continue, unless otherwise terminated.

Termination of Rider – Except as otherwise provided under the Continuation of Rider if Surviving Spouse Continues Contract provision of this Rider, this Rider will automatically terminate upon the earliest to occur of one of the following events:

(a)	the day any portion of the Contract Value is no longer invested according to an asset allocation program established and maintained by us for this Rider;
(b)	the day we receive notification from you to terminate this Rider;
(c)	the day of the first death of an Owner or the date of death of the sole surviving Annuitant;
(d)	the day the Contract is terminated in accordance with the provisions of the Contract; or
(e)	the Annuity Date.

Rider Effective Date – This Rider is effective as of the Contract Date, unless a later date is shown below.

Rider Effective Date: [Date]

All other terms and conditions of the Contract remain unchanged by this Rider.

PACIFIC LIFE INSURANCE COMPANY

Chairman and Chief Executive Officer	Secretary

5

GIA ANNUITY OPTION TABLES

LIFE ONLY OR
LIFE WITH PERIOD CERTAIN OF 10 AND 20 YEARS

	Male						Female						Unisex
			Life with						Life with						Life with
	Life		Period Certain				Life		Period Certain				Life		Period Certain
Age	Only		10 Yr.		20 Yr.		Only		10 Yr.		20 Yr.		Only		10 Yr.		20 Yr.
30		2.41		2.41		2.40		2.32		2.32		2.32		2.37		2.36		2.36
35		2.52		2.52		2.51		2.42		2.42		2.42		2.47		2.47		2.47
40		2.66		2.66		2.65		2.54		2.54		2.54		2.60		2.60		2.59
45		2.83		2.83		2.81		2.69		2.69		2.68		2.76		2.76		2.75
50		3.05		3.04		3.01		2.87		2.87		2.85		2.96		2.95		2.93
55		3.32		3.30		3.24		3.10		3.09		3.06		3.21		3.20		3.15
60		3.65		3.62		3.51		3.38		3.37		3.31		3.52		3.50		3.42
65		4.09		4.03		3.83		3.76		3.73		3.62		3.92		3.88		3.73
70		4.67		4.56		4.17		4.25		4.19		3.97		4.46		4.38		4.08
75		5.47		5.23		4.50		4.92		4.80		4.35		5.19		5.02		4.43
80		6.58		6.04		4.77		5.88		5.59		4.68		6.22		5.82		4.73
85		8.11		6.93		4.93		7.28		6.55		4.90		7.69		6.75		4.91
90		10.25		7.79		5.01		9.37		7.56		5.00		9.80		7.68		5.00
95		13.21		8.46		5.03		12.46		8.37		5.03		12.83		8.42		5.03

JOINT LIFE WITH 100% SURVIVOR LIFE

Primary Annuitant
Male Age

Female Age	60		65		70		75		80		85
60		3.07		3.16		3.24		3.29		3.33		3.35
65		3.21		3.35		3.48		3.57		3.64		3.69
70		3.34		3.54		3.73		3.90		4.02		4.11
75		3.44		3.70		3.98		4.24		4.46		4.63
80		3.52		3.84		4.20		4.58		4.94		5.26
85		3.57		3.93		4.37		4.88		5.42		5.94

Primary Annuitant
Unisex Age

Unisex Age	60		65		70		75		80		85
60		3.08		3.19		3.29		3.37		3.43		3.46
65		3.19		3.37		3.52		3.65		3.75		3.82
70		3.29		3.52		3.75		3.95		4.12		4.25
75		3.37		3.65		3.95		4.26		4.54		4.77
80		3.43		3.75		4.12		4.54		4.96		5.36
85		3.46		3.82		4.25		4.77		5.36		5.96

6

GIA ANNUITY OPTION TABLES

JOINT LIFE WITH 66 2/3% SURVIVOR LIFE

Primary Annuitant
Male Age

Female Age	60		65		70		75		80		85
60		3.24		3.42		3.60		3.79		3.98		4.17
65		3.34		3.57		3.80		4.04		4.28		4.51
70		3.43		3.70		4.00		4.31		4.62		4.92
75		3.51		3.82		4.18		4.58		5.00		5.41
80		3.56		3.92		4.34		4.84		5.39		5.95
85		3.60		3.98		4.47		5.06		5.76		6.52

Primary Annuitant
Unisex Age

Unisex Age	60		65		70		75		80		85
60		3.21		3.41		3.61		3.82		4.03		4.24
65		3.30		3.53		3.79		4.05		4.32		4.59
70		3.37		3.64		3.96		4.29		4.65		5.00
75		3.42		3.74		4.11		4.53		4.99		5.46
80		3.46		3.80		4.23		4.74		5.32		5.96
85		3.48		3.85		4.32		4.90		5.62		6.44

JOINT LIFE WITH 50% SURVIVOR LIFE

Primary Annuitant
Male Age

Female Age	60		65		70		75		80		85
60		3.33		3.56		3.82		4.11		4.42		4.74
65		3.42		3.68		3.99		4.32		4.69		5.07
70		3.49		3.79		4.15		4.55		4.99		5.46
75		3.54		3.89		4.30		4.78		5.32		5.90
80		3.58		3.96		4.42		4.99		5.65		6.38
85		3.61		4.01		4.52		5.16		5.94		6.86

Primary Annuitant
Unisex Age

Unisex Age	60		65		70		75		80		85
60		3.28		3.52		3.79		4.09		4.42		4.78
65		3.35		3.62		3.93		4.29		4.68		5.10
70		3.40		3.71		4.07		4.49		4.96		5.48
75		3.44		3.78		4.19		4.68		5.25		5.89
80		3.47		3.83		4.28		4.85		5.52		6.31
85		3.49		3.87		4.35		4.97		5.76		6.71

PERIOD CERTAIN ONLY

Years		Years			Years			Years
20	5.04		26	4.09		32	3.51		38	3.11
21	4.84		27	3.98		33	3.43		39	3.06
22	4.66		28	3.87		34	3.36		40	3.01
23	4.50		29	3.77		35	3.29
24	4.35		30	3.68		36	3.23
25	4.22		31	3.59		37	3.17

7

GUARANTEED INCOME ANNUITY (GIA) RIDER

SAMPLE CALCULATIONS

The numeric examples shown in this section are based on certain assumptions. They have been provided to assist in understanding the benefits provided by this Rider and to demonstrate how Purchase Payments received and withdrawals made from the Contract prior to the Annuity Date affect the values and benefits under this Rider over an extended period of time. These examples are not intended to serve as projections of future investment returns.

Example #1 – The initial values on the Rider Effective Date based on an Initial Purchase Payment of $100,000. The Initial Purchase Payment is assumed to be the Contract Value if the Rider Effective Date is on a Contract Anniversary.

Example #2 - Subsequent Purchase Payment received during the first Contract Year and its effect on the values and balances under this Rider. This example assumes that no withdrawals have been made.

In addition to Purchase Payments, the Contract Value is further subject to increases and/or decreases during a Contract Year as a result of additional amounts credited, charges, fees and other deductions, and increases and/or decreases in the investment performance of the Variable Account.

The Guaranteed Income Base prior to receipt of the Purchase Payment is assumed to have accumulated to $101,227. This amount is derived by multiplying each day’s Guaranteed Income Base by the daily factor of 1.000133680. As a result of the subsequent Purchase Payment, the Guaranteed Income Base is increased to $201,227 ($101,227 + $100,000). The Guaranteed Income Base will assume to accumulate to $208,727 at the next Contract Anniversary, by multiplying each day’s Guaranteed Income Base immediately after receipt of the subsequent Purchase Payment by the daily factor of 1.000133680.

The GIA Step-Up Value prior to receipt of the Purchase Payment is $100,000. As a result of the subsequent Purchase Payment, the GIA Step-Up Value is increased to $200,000 ($100,000 + $100,000). On the Contract Anniversary at the beginning of Contract Year 2, the Contract Value ($205,242) is greater than the GIA Step-Up Value immediately prior to that Contract Anniversary ($200,000). As a result, the GIA Step-Up Value as of that Contract Anniversary is equal to the Contract Value on that Contract Anniversary ($205,242).

The GIA Withdrawal Base on the Contract Anniversary at the beginning of Contract Year 2 is equal to the GIA Withdrawal Base on the Rider Effective Date ($100,000) plus cumulative Purchase Payments received after the Rider Effective Date ($100,000). As a result of the subsequent Purchase Payment, the GIA Withdrawal Base on the Contract Anniversary at the beginning of Contract Year 2 is equal to $200,000 ($100,000 + $100,000).

The GIA Withdrawal Amount for Contract Year 2 is determined on the Contract Anniversary at the beginning of Contract Year 2, and is equal to 5% of the GIA Withdrawal Base on that Contract Anniversary (5% of $200,000). As a result of the subsequent Purchase Payment, the GIA Withdrawal Amount for Contract Year 2 is equal to $10,000.

Since no withdrawals were made during Contract Year 1, the GIA Withdrawal Amount for Contract Year 1 ($5,000) becomes the remaining dollar amount of the prior Contract Year’s GIA Withdrawal Amount for Contract Year 2.

8

GUARANTEED INCOME ANNUITY (GIA) RIDER

SAMPLE CALCULATIONS

Example #3 - Cumulative withdrawals during Contract Year 2 exceeding the sum of: (a) the GIA Withdrawal Amount for Contract Year 2; and (b) the remaining dollar amount of the prior Contract Year’s GIA Withdrawal Amount for Contract Year 2. The withdrawal is assumed to result in a 10% reduction in the Contract Value.

Since the $20,830 withdrawal exceeded the sum of: (a) the GIA Withdrawal Amount for Contract Year 2; and (b) the remaining dollar amount of the prior Contract’s Year’s GIA Withdrawal Amount for Contract Year 2, the remaining dollar amount of the prior Contract Year’s GIA Withdrawal Amount for Contract Year 3 is zero. Withdrawals are first applied to the remaining dollar amount of the prior Contract Year’s GIA Withdrawal Amount, if any, until exhausted, then to the GIA Withdrawal Amount for the current Contract Year, until exhausted.

The GIA Withdrawal Amount for Contract Year 3 is determined on the Contract Anniversary at the beginning of Contract Year 3, and is equal to 5% of the GIA Withdrawal Base on that Contract Anniversary (5% of $200,000). As a result, the GIA Withdrawal Amount for Contract Year 3 is equal to $10,000. The GIA Withdrawal Amount for any Contract Year will not be less than zero.

Immediately after the withdrawal, the Guaranteed Income Base and the GIA Step-Up Value are reduced by the percentage decrease (10%) in Contract Value as a result of the withdrawal.

Since no subsequent Purchase Payments were received during Contract Year 2, the GIA Withdrawal Base at the beginning of Contract Year 3 remains unchanged.

9

GUARANTEED INCOME ANNUITY (GIA) RIDER

SAMPLE CALCULATIONS

Example #4 - Cumulative withdrawals during Contract Year 3 not exceeding the sum of: (a) the GIA Withdrawal Amount for Contract Year 3; and (b) the remaining dollar value of the prior Contract Year’s GIA Withdrawal Amount for Contract Year 3.

Because cumulative withdrawals for Contract Year 3 did not exceed the sum of: (a) the GIA Withdrawal Amount for Contract Year 3; and (b) the remaining dollar amount of the prior Contract Year’s GIA Withdrawal Amount for Contract Year 3, the Guaranteed Income Base on the Contract Anniversary at the beginning of Contract Year 4 is calculated as follows:

Guaranteed Income Base on the Contract Anniversary at the beginning of Contract Year 3:	$	197,247
Increased at an annual rate of 5% to the Contract Anniversary at the beginning of Contract Year 4:	+	$9,862
Reduced by the amount equal to the amount withdrawn in Contract Year 3:	-	$8,000
Guaranteed Income Base on the Contract Anniversary at the beginning of Contract Year 4:	$	199,109

Since no subsequent Purchase Payments were received during Contract Year 3, the GIA Withdrawal Base at the beginning of Contract Year 4 remains unchanged.

The GIA Withdrawal Amount for Contract Year 4 is determined on the Contract Anniversary at the beginning of Contract Year 4, and is equal to 5% of the GIA Withdrawal Base on that Contract Anniversary (5% of $200,000). As a result, the GIA Withdrawal Amount for Contract Year 4 is equal to $10,000.

Because cumulative withdrawals for Contract Year 3 did not exceed the sum of: (a) the GIA Withdrawal Amount for Contract Year 3; and (b) the remaining dollar value of the prior Contract Year’s GIA Withdrawal Amount for Contract Year 3; the dollar amount of the GIA Withdrawal Amount for Contact Year 3 remaining ($2,000) becomes the remaining dollar amount of the prior Contract Year’s GIA Withdrawal Amount for Contract Year 4.

10

GUARANTEED INCOME ANNUITY (GIA) RIDER

SAMPLE CALCULATIONS

Example #5 – Rider values on each Contract Anniversary based on an Initial Purchase Payment of $100,000 paid on the Contract Date. The values further assume that no subsequent Purchase Payments are received and no withdrawals are taken during the first ten (10) Contract Years after the Rider Effective Date. The Initial Purchase Payment is assumed to be the Contract Value if the Rider is effective on a Contract Anniversary.

Example #6 – Rider values on each Contract Anniversary based on an Initial Purchase Payment of $100,000 paid on the Contract Date. The values further assume that no subsequent Purchase Payments are received and withdrawals of $5,000 are taken each Contract Year for the first ten (10) Contract Years after the Rider Effective Date. The Initial Purchase Payment is assumed to be the Contract Value if the Rider is effective on a Contract Anniversary.

Should the Contract annuitize immediately after the Rider has been in effect for at least ten (10) years and the GIA Annuity Option has been elected to provide such payments, the net amount applied on the Annuity Date as a single premium to provide the payments is equal to the greater of:

(a)	the Guaranteed Income Base; or
(b)	the GIA Step-Up Value; less any:
(c)	applicable withdrawal charges resulting from the conversion to the GIA Annuity Option;
(d)	applicable annual charges for expenses related to other optional benefit riders attached to the Contract that are in effect as of the Annuity Date; and
(e)	charges for premium taxes and/or other taxes.

Under Example #5, the net amount applied on the Annuity Date (the Contract Anniversary at the beginning of Contract Year 11) is equal to the Guaranteed Income Base ($162,889), as it is greater than the GIA Step-Up Value ($115,927) as of the Annuity Date, less the amounts in (c), (d) and (e) above, if any.

Under Example #6, the net amount applied on the Annuity Date (the Contract Anniversary at the beginning of Contract Year 11) is equal to the Guaranteed Income Base ($100,000), as it is greater than the GIA Step-Up Value ($61,983) as of the Annuity Date, less the amounts in (c), (d) and (e) above, if any.

11

EX-99.4(T)

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

GUARANTEED WITHDRAWAL BENEFIT RIDER

Pacific Life Insurance Company has issued this Rider as a part of the annuity Contract to which it is attached.

All provisions of the Contract that do not conflict with this Rider apply to this Rider. In the event of any conflict between the provisions of this Rider and the provisions of the Contract, the provisions of this Rider shall prevail over the provisions of the Contract.

The examples provided in this Rider are based on certain assumptions. They have been provided to assist in understanding the benefits provided by this Rider and to demonstrate how Purchase Payments received and withdrawals made from the Contract prior to the Annuity Date affect the values and benefits under this Rider over an extended period of time.

TABLE OF CONTENTS

	Page
Definition of Terms		2
Guaranteed Withdrawal Benefit		2
Annual Charge		2
Initial Values		3
Subsequent Purchase Payments		3
Limitation on Subsequent Purchase Payments		3
Annual Credit		3
Withdrawal of Protected Payment Amount		4
Election to Reset Remaining Protected Balance		4
Continuation of Rider if Surviving Spouse Continues Contract		5
Termination of Rider		5
Rider Effective Date		5
Sample Calculations		6

1

Definition of Terms – Unless redefined below, the terms defined in the Contract will have the same meaning when used in this Rider. For purposes of this Rider, the following definitions apply:

Protected Payment Amount – The maximum amount that can be withdrawn under this Rider without reducing the Protected Payment Base. The Protected Payment Amount on any day after the Rider Effective Date is equal to the lesser of:

(a)	5% of the Protected Payment Base as of that day, less cumulative withdrawals during that Contract Year; or
(b)	the Remaining Protected Balance as of that day.

The Protected Payment Amount will never be less than zero.

Protected Payment Base – An amount used to determine the Protected Payment Amount. The Protected Payment Base will remain unchanged except as otherwise described under the provisions of this Rider.

Remaining Protected Balance – The amount available for future withdrawals made under this Rider. The Remaining Protected Balance will never be less than zero.

Reset Date – Any Contract Anniversary beginning with the third (3rd) Contract Anniversary after the Rider Effective Date or the most recent Reset Date, whichever is later, on which you elect to reset the Remaining Protected Balance to an amount equal to 100% of the Contract Value, determined as of that Contract Anniversary.

Guaranteed Withdrawal Benefit – You have purchased a Guaranteed Withdrawal Benefit Rider. Subject to the terms and conditions described herein, this Rider allows for withdrawals up to the Protected Payment Amount, regardless of market performance, until the Remaining Protected Balance equals zero.

The Rider also provides for an amount (an “annual credit”) to be applied to the Protected Payment Base and Remaining Protected Balance as described under the Annual Credit provision of this Rider.

Additionally, on any Contract Anniversary beginning with the third (3rd) Contract Anniversary after the Rider Effective Date or the most recent Reset Date, whichever is later, you may elect to reset the Remaining Protected Balance to an amount equal to 100% of the Contract Value on that Contract Anniversary.

For purposes of this Rider, the term “withdrawal” includes any applicable withdrawal charges and charges for premium taxes and/or other taxes, if applicable. Amounts withdrawn under this Rider will reduce the Contract Value by the amount withdrawn and will be subject to the same conditions, limitations, restrictions and all other fees, charges and deductions, if applicable, as withdrawals otherwise made under the provisions of the Contract.

This Rider may be purchased on the Contract Date or on any subsequent Contract Anniversary, provided:

(a)	the age of each Annuitant is 85 years or younger on the Rider Effective Date; and
(b)	the entire Contract Value is invested according to an asset allocation program established and maintained by us for this Rider.

The date of purchase is the Rider Effective Date as shown on Page 5.

Annual Charge – An annual charge for expenses related to this Rider will be deducted from the Investment Options on a proportionate basis relative to the Account Value in each such Investment Option.

The annual charge is deducted, in arrears, on each Contract Anniversary that this Rider remains in effect. The annual charge is equal to [0.40%] (not to exceed a maximum annual charge percentage of 1.20%) multiplied by the Contract Value on the day the charge is deducted. The annual charge percentage established on the Rider Effective Date will not change, unless you elect to reset the Remaining Protected Balance.

2

If this Rider terminates on a Contract Anniversary, the entire annual charge for the prior Contract Year will be deducted from the Contract Value on that Contract Anniversary.

If the Rider terminates prior to a Contract Anniversary, we will prorate the annual charge. The prorated amount will be based on the Contract Value as of the day the Rider terminates. Such prorated amount will be deducted from the Contract Value on the earlier of the day the Contract terminates or the Contract Anniversary immediately following the day the Rider terminates.

We will waive the annual charge if the Rider terminates as a result of the death of an Owner or sole surviving Annuitant, or upon full annuitization of the Contract.

Any portion of the annual charge we deduct from any of our fixed-rate General Account options (if available under the Contract) will not be greater than the annual interest credited in excess of that option’s minimum guaranteed interest rate.

Initial Values – The Protected Payment Base, Remaining Protected Balance and Protected Payment Amount are initially determined on the Rider Effective Date as follows:

• If this Rider is effective on the Contract Date, the Protected Payment Base and Remaining Protected Balance are equal to the Initial Purchase Payment.

• If this Rider is effective on a Contract Anniversary, the Protected Payment Base and Remaining Protected Balance are equal to the Contract Value on that Contract Anniversary.

• The Protected Payment Amount on the Rider Effective Date is equal to 5% of the Protected Payment Base.

Subsequent Purchase Payments – Purchase Payments received after the Rider Effective Date will result in an increase in the Protected Payment Base and Remaining Protected Balance equal to the amount of the Purchase Payment.

Limitation on Subsequent Purchase Payments – For purposes of this Rider, in no event may any Purchase Payment received on and after the first (1st) Contract Anniversary, measured from the Rider Effective Date or the most recent Reset Date, whichever is later, result in the total of all Purchase Payments received since that Contract Anniversary to exceed $100,000, without our prior approval.

This provision only applies if the Contract permits Purchase Payments after the first (1st) Contract Anniversary, measured from the Contract Date.

Annual Credit – On each Contract Anniversary after the Rider Effective Date, an annual credit will be applied to the Protected Payment Base and Remaining Protected Balance if, as of that Contract Anniversary:

(a)	no withdrawals have occurred after the Rider Effective Date or the most recent Reset Date, whichever is later; and
(b)	that Contract Anniversary is prior to the sixth (6th) Contract Anniversary, measured from the Rider Effective Date or the most recent Reset Date, whichever is later.

The annual credit is equal to [6%] of the sum of (A) and (B) as of the Contract Anniversary on which the credit is added, where:

(A)	is the Remaining Protected Balance on the Rider Effective Date or the most recent Reset Date, whichever is later.
(B)	is cumulative Purchase Payments received after the Rider Effective Date or the most recent Reset Date, whichever is later.

Once a withdrawal has occurred, no annual credit will be applied to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary following the withdrawal, unless you elect to reset the Remaining Protected Balance as described under the Election to Reset Remaining Protected Balance provision of this Rider.

3

Withdrawal of Protected Payment Amount – While this Rider is in effect, you may withdraw up to the Protected Payment Amount without reducing the Protected Payment Base, regardless of market performance, until the Remaining Protected Balance equals zero.

If a withdrawal does not exceed the Protected Payment Amount immediately prior to that withdrawal, the Protected Payment Base will remain unchanged. The Remaining Protected Balance will decrease by the withdrawal amount immediately following the withdrawal.

If a withdrawal exceeds the Protected Payment Amount immediately prior to that withdrawal, we will adjust the Protected Payment Base and Remaining Protected Balance immediately following the withdrawal to the lesser of:

(a)	the Contract Value immediately after the withdrawal; or
(b)	the Remaining Protected Balance immediately prior to the withdrawal, less the withdrawal amount.

A withdrawal may not exceed the amount available for withdrawal under the Contract if such withdrawal would exceed the Protected Payment Amount.

If a withdrawal: (a) does not exceed the Protected Payment Amount; and (b) reduces the Contract Value to zero, the following will apply:

• 5% of the Protected Payment Base will be paid each year until the Remaining Protected Balance is reduced to zero. The payments will be made under a series of pre-authorized withdrawals under a payment frequency, as elected by you, but no less frequently than annually;

• no additional Purchase Payments will be accepted under the Contract;

• any Remaining Protected Balance will not be available for payment in a lump sum and may not be applied to provide payments under an Annuity Option; and

• the Contract will cease to provide any death benefit.

If the Owner or sole surviving Annuitant dies and the Contract Value is zero as of the date of death, any Remaining Protected Balance will be paid to the Beneficiary under the series of pre-authorized withdrawals and payment frequency then in effect at the time of the Owner’s or sole surviving Annuitant’s death.

Election to Reset Remaining Protected Balance – You may, on any Contract Anniversary beginning with the third (3rd) Contract Anniversary, measured from the Rider Effective Date or the most recent Reset Date, whichever is later, elect to reset the Remaining Protected Balance to an amount equal to 100% of the Contract Value as of that Contract Anniversary.

The annual charge percentage, as described in the Annual Charge provision, may change if you elect to reset the Remaining Protected Balance. However, the annual charge percentage will never exceed the annual charge percentage then in effect for new issues of this same rider. If we are no longer issuing this rider, any change in the annual charge percentage will not result in an annual charge percentage that exceeds the maximum annual charge percentage specified in the Annual Charge provision.

On each Reset Date and after any annual credit is applied, we will set the Protected Payment Base and Remaining Protected Balance to an amount equal to 100% of the Contract Value as of that Reset Date.

The election to reset the Remaining Protected Balance must be received, in a form satisfactory to us, at our Service Center within thirty (30) days after the Contract Anniversary on which the reset is effective. Your election to reset the Remaining Protected Balance may result in a reduction in the Protected Payment Base, Remaining Protected Balance, Protected Payment Amount and any annual credit that may be applied. We will provide you with written confirmation of your election.

On and after each Reset Date, the provisions of this Rider shall apply in the same manner as they applied when the Rider was originally issued. Eligibility for the annual credit, the limitations and restrictions on Purchase Payments and withdrawals, the deduction of annual charges and any future reset options available on and after the Reset Date, will again apply and will be measured from that Reset Date.

4

Continuation of Rider if Surviving Spouse Continues Contract – If the Owner dies while this Rider is in effect and if the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, then the provisions of this Rider will continue, unless otherwise terminated.

Termination of Rider – Except as otherwise provided under the Continuation of Rider if Surviving Spouse Continues Contract provision of this Rider, this Rider will automatically terminate upon the earliest to occur of one of the following events:

(a)	the day any portion of the Contract Value is no longer invested according to an asset allocation program established and maintained by us for this Rider;
(b)	the day the Remaining Protected Balance is reduced to zero;
(c)	the day of the first death of an Owner or the date of death of the sole surviving Annuitant, except as otherwise provided in the paragraph below;
(d)	the day the Contract is terminated in accordance with the provisions of the Contract, except as otherwise provided in the paragraph below; or
(e)	the Annuity Date.

This Rider and the Contract will not terminate under subparagraphs (c) and (d) above, if at the time of these events, the Contract Value is zero and we are making pre-authorized withdrawals of the Remaining Protected Balance, as described in the Withdrawal of Protected Payment Amount provision of this Rider. In this case, the Rider and Contract will terminate as described in subparagraph (b) above.

Rider Effective Date – This Rider is effective on the Contract Date, unless a later date is shown below.

     Rider Effective Date:                     [Date]

All other terms and conditions of the Contract remain unchanged by this Rider.

PACIFIC LIFE INSURANCE COMPANY

Chairman and Chief Executive Officer	Secretary

5

GUARANTEED WITHDRAWAL BENEFIT RIDER

SAMPLE CALCULATIONS

The numeric examples shown in this section are based on certain assumptions. They have been provided to assist in understanding the benefits provided by this Rider and to demonstrate how Purchase Payments received and withdrawals made from the Contract prior to the Annuity Date affect the values and benefits under this Rider over an extended period of time. These examples are not intended to serve as projections of future investment returns.

Example #1 – No Subsequent Purchase Payments; No Withdrawals; No Reset in Remaining Protected Balance.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• No subsequent Purchase Payments are received.

• No withdrawals taken.

• No reset in Remaining Protected Balance

								Protected		Protected		Remaining
Beginning	Purchase			Contract Value		Annual		Payment		Payment		Protected
of Contract Year	Payment		Withdrawal	after Activity		Credit		Base		Amount		Balance
1	$	100,000		$	100,000			$	100,000	$	5,000	$	100,000
2				$	103,000	$	6,000	$	106,000	$	5,300	$	106,000
3				$	106,090	$	6,000	$	112,000	$	5,600	$	112,000
4				$	109,273	$	6,000	$	118,000	$	5,900	$	118,000
5				$	112,551	$	6,000	$	124,000	$	6,200	$	124,000
6				$	115,927	$	6,000	$	130,000	$	6,500	$	130,000
7				$	119,405	$	0	$	130,000	$	6,500	$	130,000
8				$	122,987	$	0	$	130,000	$	6,500	$	130,000
9				$	126,677	$	0	$	130,000	$	6,500	$	130,000
10				$	130,477	$	0	$	130,000	$	6,500	$	130,000
11				$	134,392	$	0	$	130,000	$	6,500	$	130,000

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 6, an annual credit of $6,000 (6% of initial Remaining Protected Balance) is applied to the Protected Payment Base and Remaining Protected Balance on each Contract Anniversary up to the Contract Anniversary at the beginning of Contract Year 6. As a result, on the Contract Anniversary at the beginning of Contract Year 6, the Protected Payment Base and Remaining Protected Balance are equal to $130,000 and the Protected Payment Amount is equal to $6,500 (5% of $130,000).

No annual credit will be applied to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary after the Contract Anniversary at the beginning of Contract Year 6, as no reset in the Remaining Protected Balance was assumed.

In addition to the Initial Purchase Payment, the Contract Value is further subject to increases and/or decreases during each Contract Year as a result of additional amounts credited, charges, fees and other deductions, and increases and/or decreases in the investment performance of the Variable Account.

6

GUARANTEED WITHDRAWAL BENEFIT RIDER

SAMPLE CALCULATIONS

Example #2 – Subsequent Purchase Payment.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• A subsequent Purchase Payment of $50,000 is received during Contract Year 2.

• No withdrawals taken.

								Protected		Protected		Remaining
Beginning	Purchase			Contract Value		Annual		Payment		Payment		Protected
of Contract Year	Payment		Withdrawal	after Activity		Credit		Base		Amount		Balance
1	$	100,000		$	100,000			$	100,000	$	5,000	$	100,000
2				$	103,000	$	6,000	$	106,000	$	5,300	$	106,000
Activity	$	50,000		$	154,534			$	156,000	$	7,800	$	156,000
3				$	156,834	$	9,000	$	165,000	$	8,250	$	165,000

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 2, an annual credit of $6,000 (6% of initial Remaining Protected Balance) is applied to the Protected Payment Base and Remaining Protected Balance on that Contract Anniversary, increasing both to $106,000. As a result, the Protected Payment Amount on that Contract Anniversary is equal to $5,300 (5% of the Protected Payment Base on that Contract Anniversary).

Immediately after the $50,000 subsequent Purchase Payment during Contract Year 2, the Protected Payment Base and Remaining Protected Balance are increased by the Purchase Payment amount to $156,000 ($106,000 + $50,000). The Protected Payment Amount after the Purchase Payment is equal to $7,800 (5% of the Protected Payment Base after the Purchase Payment since there are no withdrawals during that Contract Year).

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 3, an annual credit of $9,000 (6% of initial Remaining Protected Balance plus 6% of the $50,000 subsequent Purchase Payment) is applied to the Protected Payment Base and Remaining Protected Balance on that Contract Anniversary, increasing both to $165,000. As a result, the Protected Payment Amount on that Contract Anniversary is equal to $8,250 (5% of the Protected Payment Base on that Contract Anniversary).

7

GUARANTEED WITHDRAWAL BENEFIT RIDER

SAMPLE CALCULATIONS

Example #3 – Withdrawal Not Exceeding Protected Payment Amount.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• No subsequent Purchase Payments are received.

• A withdrawal of $5,000 is taken during Contract Year 2.

									Protected		Protected		Remaining
Beginning	Purchase				Contract Value		Annual		Payment		Payment		Protected
of Contract Year	Payment		Withdrawal		after Activity		Credit		Base		Amount		Balance
1	$	100,000			$	100,000			$	100,000	$	5,000	$	100,000
2					$	103,000	$	6,000	$	106,000	$	5,300	$	106,000
Activity			$	5,000	$	99,534			$	106,000	$	300	$	101,000
3					$	101,016	$	0	$	106,000	$	5,300	$	101,000
4					$	104,046	$	0	$	106,000	$	5,300	$	101,000

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 2, an annual credit of $6,000 (6% of initial Remaining Protected Balance) is applied to the Protected Payment Base and Remaining Protected Balance on that Contract Anniversary, increasing both to $106,000. As a result, the Protected Payment Amount on that Contract Anniversary is equal to $5,300 (5% of the Protected Payment Base on that Contract Anniversary).

Because the $5,000 withdrawal during Contract Year 2 does not exceed the Protected Payment Amount immediately prior to the withdrawal ($5,300):

(a)	the Protected Payment Base remains unchanged;
(b)	the Remaining Protected Balance is reduced by the amount of the withdrawal to $101,000 ($106,000 – $5,000); and
(c)	the Protected Payment Amount is equal to $300 (5% of the Protected Payment Base after the withdrawal (5% of $106,000 = $5,300), less cumulative withdrawals during that Contract Year ($5,000)).

Since a withdrawal occurred during Contract Year 2, no annual credit will be applied to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary following the withdrawal.

8

GUARANTEED WITHDRAWAL BENEFIT RIDER

SAMPLE CALCULATIONS

Example #4 – Withdrawal Exceeding Protected Payment Amount.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• No subsequent Purchase Payments are received.

• Two separate withdrawals of $5,000 and $3,000 are taken during Contract Year 2.

									Protected		Protected		Remaining
Beginning	Purchase				Contract Value		Annual		Payment		Payment		Protected
of Contract Year	Payment		Withdrawal		after Activity		Credit		Base		Amount		Balance
1	$	100,000			$	100,000			$	100,000	$	5,000	$	100,000
2					$	103,000	$	6,000	$	106,000	$	5,300	$	106,000
Activity			$	5,000	$	99,534			$	106,000	$	300	$	101,000
Activity			$	3,000	$	97,272			$	97,272	$	0	$	97,272
3					$	97,993	$	0	$	97,272	$	4,864	$	97,272
4					$	100,933	$	0	$	97,272	$	4,864	$	97,272

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

Since no withdrawal occurred prior to the Contract Anniversary at the beginning of Contract Year 2, an annual credit of $6,000 (6% of initial Remaining Protected Balance) is applied to the Protected Payment Base and Remaining Protected Balance on that Contract Anniversary, increasing both to $106,000. As a result, the Protected Payment Amount on that Contract Anniversary is equal to $5,300 (5% of the Protected Payment Base on that Contract Anniversary).

Because the $5,000 withdrawal during Contract Year 2 does not exceed the Protected Payment Amount immediately prior to the withdrawal ($5,300):

(a)	the Protected Payment Base remains unchanged;
(b)	the Remaining Protected Balance is reduced by the amount of the withdrawal to $101,000 ($106,000 – $5,000); and
(c)	the Protected Payment Amount is equal to $300 (5% of the Protected Payment Base after the withdrawal (5% of $106,000 = $5,300), less cumulative withdrawals during that Contract Year ($5,000)).

Because the $3,000 withdrawal during Contract Year 2 exceeds the Protected Payment Amount immediately prior to the withdrawal ($3,000 > $300), the Protected Payment Base and Remaining Protected Balance immediately after the withdrawal are adjusted to the lesser of:

(a)	the Contract Value immediately after the withdrawal ($97,272); or
(b)	the Remaining Protected Balance immediately prior to the withdrawal, less the withdrawal amount ($101,000 – $3,000 = $98,000).

The Protected Payment Amount immediately after the withdrawal is equal to $0 (5% of the Protected Payment Base after the withdrawal (5% of $97,272 = $4,864), less cumulative withdrawals during that Contract Year ($8,000), but not less than zero).

Since a withdrawal occurred during Contract Year 2, no annual credit will be applied to the Protected Payment Base and Remaining Protected Balance on any Contract Anniversary following the withdrawal.

9

GUARANTEED WITHDRAWAL BENEFIT RIDER

SAMPLE CALCULATIONS

Example #5 – Reset in Remaining Protected Balance.

The values shown below are based on the following assumptions:

• Initial Purchase Payment = $100,000

• Rider Effective Date = Contract Date

• No subsequent Purchase Payments are received.

• No withdrawals taken.

• Reset in Remaining Protected Balance at the Beginning of Contract Year 4.

								Protected		Protected		Remaining
Beginning	Purchase			Contract Value		Annual		Payment		Payment		Protected
of Contract Year	Payment		Withdrawal	after Activity		Credit		Base		Amount		Balance
1	$	100,000		$	100,000			$	100,000	$	5,000	$	100,000
2				$	110,000	$	6,000	$	106,000	$	5,300	$	106,000
3				$	121,000	$	6,000	$	112,000	$	5,600	$	112,000
4 (Prior to Reset)				$	133,100	$	6,000	$	118,000	$	5,900	$	118,000
4 (After Reset)				$	133,100			$	133,100	$	6,655	$	133,100
5				$	146,410	$	7,986	$	141,086	$	7,054	$	141,086

On the Rider Effective Date, the initial values are set as follows:

• Protected Payment Base = Initial Purchase Payment = $100,000

• Remaining Protected Balance = Initial Purchase Payment = $100,000

• Protected Payment Amount = 5% of Protected Payment Base = $5,000

On the Contract Anniversary at the beginning of Contract Year 4, the Contract Value ($133,100) is greater than the Remaining Protected Balance ($118,000). With the reset in Remaining Protected Balance, the Protected Payment Base and Remaining Protected Balance are set equal to the Contract Value on that Contract Anniversary. As a result, the Protected Payment Amount is equal to $6,655 after the reset.

After the reset in Remaining Protected Balance, eligibility for any annual credit will be based on the most recent Reset Date. That is, the annual credit may be added to the Protected Payment Base and Remaining Protected Balance on up to five (5) additional Contract Anniversaries if certain conditions are met.

The reset in Remaining Protected Balance may result in an increase in the annual charge percentage.

The reset in Remaining Protected Balance may also result in a lower Protected Payment Base, Remaining Protected Balance, Protected Payment Amount and any annual credit that may be applied.

10

EX-99.5(I)

Pacific Life Insurance Company
P.O. Box 7187 • Pasadena, CA 91109-7187
www.PacificLife.com • (800) 722-2333
(See instructions for mailing addresses) Draft 2    9/24/04
PORTFOLIO OPTIMIZATION
RIDER REQUEST

Use this form to:

• Add the Guaranteed Protection Advantage⁵ (GPA⁵), Income Access Plus and GIA Plus riders to your contract. Complete Sections 1, 2 and 4.

• Terminate GPA⁵ or GIA Plus riders from your annuity contract. Complete Sections 1, 3 and 4.

     

1	GENERAL INFORMATION Owner’s Name (First, Middle, Last)	Daytime Telephone Number	Annuity Contract Number If known.
		(          )

2 ADD OPTIONAL RIDERS – Check the box(es) to add GPA⁵, Income Access Plus or GIA Plus to your annuity contract. You must enroll or be enrolled in Portfolio Optimization to add any of these riders. Check with your broker/dealer for availability.

A. Rider Options Add:

          o GPA⁵       o Income Access Plus       o GIA Plus

B. The following terms and conditions apply to GPA⁵, Income Access Plus and GIA Plus:

• Pacific Life must receive this form in good order within 60 days of contract issue for the riders to be effective on the issue date or 30 days after a contract anniversary to be effective on the anniversary date. If this request is not received within these timeframes, the riders will not be added, but Pacific Life will process enrollment in Portfolio Optimization.

• To qualify for rider benefits, the entire contract value must stay invested in an approved asset allocation program established and maintained by Pacific Life for the riders.

• Riders will automatically terminate on the day the contract value becomes less than 100% invested in the asset allocation program.

• If the riders terminate for reasons other than death or annuitization, the annual charge then in effect for the riders will be calculated on a pro-rata basis on the date of rider termination and deducted from the contract on the earlier of contract surrender or contract anniversary.

C. The following additional terms and conditions apply to GPA⁵ :

• An annual charge of 0.25% of the contract value will be assessed on each contract anniversary for GPA5 protection received in the prior contract year. This charge may change if a step-up is elected.

• Annuitants must be age 85 or younger to purchase GPA⁵.

• Any withdrawals taken while this rider is in effect, including withdrawals taken to comply with minimum distribution requirements for tax qualified plans, will reduce death benefits and the benefits of this rider on a pro-rata basis. This means the benefit will be reduced by the same percentage as the percentage of contract value withdrawn.

D. The following additional terms and conditions apply to Income Access Plus:

• An annual charge of 0.45% of contract value will be assessed on each contract anniversary for Income Access Plus protection received in the prior contract year. This charge may change if a “reset” is elected.

• Annuitants must be age 85 or younger to purchase Income Access.

• The contract’s standard withdrawal provisions are not changed or replaced by adding Income Access Plus. Income Access Plus withdrawals will be subject to the same conditions, restrictions and limitations as other withdrawals under my contract and may impact other contract benefits.

• Cumulative withdrawals of more than the protected payment amount in a given contract year may result in reduced Income Access benefits, and the amounts initially protected may no longer be guaranteed.

• Any withdrawals taken while this rider is in effect, including withdrawals taken to comply with minimum distribution requirements for tax qualified plans, will reduce death benefits on a pro-rata basis. This means the benefit will be reduced by the same percentage as the percentage of contract value withdrawn.

E. The following additional terms and conditions apply to GIA Plus:

• An annual charge of 0.50% of the contract value will be assessed on each contract anniversary for GIA Plus protection received in the prior contract year. This charge may change if a step-up is elected.

• Annuitants must be age 80 or younger to purchase GIA Plus.

• If the contract is annuitized under GIA Plus, GIA Plus guarantees a minimum fixed income payout.

• Withdrawals taken up to 5% of the guaranteed income base, including withdrawals taken to comply with minimum distribution requirements for tax qualified plans, will reduce the guaranteed income base on a dollar-for-dollar basis. This means the guaranteed income base will decrease by the dollar amount of the withdrawal. If more than 5% of the guaranteed withdrawal base is withdrawn, the entire withdrawal is calculated on a pro-rata basis. This means the benefit will be reduced by the same percentage as the percentage of contract value withdrawn. All withdrawals will reduce any death benefits and the GIA step-up value on a pro-rata basis.

Page 1 of 2

PORTFOLIO OPTIMIZATION
RIDER REQUEST

3 TERMINATE OPTIONAL RIDERS Check the box to terminate the rider(s) from your annuity contract.

o Terminate GPA⁵

o Terminate GIA Plus

Terms and Conditions: By terminating this rider from my contract, I understand that:

• If the riders terminate for reasons other than death or annuitization, the annual charge then in effect for the riders will be calculated on a pro-rata basis on the date of rider termination and deducted from the contract on the earlier of contract surrender or contract anniversary.

• All benefits of the rider(s) will be forfeited upon termination.

• All other provisions of the contract remain in force.

4 ACKNOWLEDGMENT AND SIGNATURE(S) I agree that if I am providing this form to Pacific Life by fax, it is as valid as the original.

If adding a rider to my contract:

I have discussed this rider with my investment professional and/or tax adviser and received and read the applicable prospectus describing the rider. I believe that this rider meets my insurable needs and financial objectives. I understand and agree to the terms and conditions in Section 2.

I understand that if I add a rider, my contract may require annual rebalancing, as set forth in the applicable prospectus. I can select a shorter frequency period by completing the appropriate section of the Transfers and Allocations form.

I understand that Pacific Life must receive this form in good order within 60 days of contract issue for a rider to be effective on the issue date or 30 days after a contract anniversary to be effective on the anniversary date. If this request is not received in good order within these timeframes, or if a rider is not currently available for my contract, it will not be added. I may be able to add it in the future by submitting a new request, subject to the terms and conditions in effect at that time.

If removing a rider from my contract:

I understand and agree to the terms and conditions in Section 4.

If this request is received in good order by Pacific Life within 30 days after a contract anniversary, the rider will terminate on that contract anniversary. If this request is received 31 days or more after the last contract anniversary, the rider will terminate on the day Pacific Life receives the request in good order.

		/	/
Owner’s Signature	mo	day	yr
		/	/
Joint Owner’s Signature (if applicable)	mo	day	yr

Page 2 of 2

PORTFOLIO OPTIMIZATION
RIDER REQUEST

When to use this form:	Use this form to add the GPA5, Income Access Plus and GIA Plus riders to your annuity contract, or to terminate the GPA5 or GIA Plus riders from your annuity contract.
To complete this form:	Print clearly in dark ink. Provide requested information in full. An incomplete form may delay processing. Do not highlight any information submitted on this form. Paperwork submitted to Pacific Life is scanned into an imaging system and highlighting could make that information unreadable.

Where to send this form:	By regular mail:	By overnight mail:	By fax:
	Pacific Life Insurance Company	Pacific Life Insurance Company	(626)403-9886
	P.O. Box 7187	1111 S. Arroyo Parkway, Suite 205
	Pasadena, CA 91109-7187	Pasadena, CA 91105-3967

For help or questions: Contact your registered representative or call Pacific Life customer service at (800) 722-2333. Registered representatives can obtain additional copies of this form by visiting our financial professional Web site at www.PacificLife.com.

INSTRUCTIONS

1	General Information: Provide the owner’s name, daytime telephone number and contract number, if known.
2	Add Optional Riders: If you are adding a rider to your contract, review the terms and conditions in this section before checking the appropriate box and signing the form. The riders are available with the products shown below, subject to state availability. Refer to the applicable product’s prospectus for more information.

     Available Products: (subject to state availability)

• Pacific Innovations	• Pacific Odyssey	• Pacific One Select	• Pacific Select Variable Annuity (PSVA)
• Pacific Innovations Select	• Pacific One	• Pacific Portfolios	• Pacific Value

3	Terminate the Rider(s): Complete this section to terminate a rider(s) from your contract. Review the terms and conditions before checking the appropriate box and signing the form.
4	Acknowledgment and Signature(s): The form must be signed and dated by the owner. In cases of joint ownership, both owners must sign.