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Protected Payment Amount – The maximum amount that can be withdrawn under this Rider without reducing the Protected Payment Base.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

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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.

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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).

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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.

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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.

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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.

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