e485apos

0000950123-10-096195.txt : 20110329 0000950123-10-096195.hdr.sgml : 20110329 20101026175138 ACCESSION NUMBER: 0000950123-10-096195 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20101027 DATE AS OF CHANGE: 20110105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPARATE ACCOUNT A OF PACIFIC LIFE INSURANCE CO CENTRAL INDEX KEY: 0000935823 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-136597 FILM NUMBER: 101143115 BUSINESS ADDRESS: STREET 1: P O BOX 7500 CITY: NEWPORT BEACH STATE: CA ZIP: 92658-7500 BUSINESS PHONE: 7146403743 MAIL ADDRESS: STREET 1: P O BOX 7500 CITY: NEWPORT BEACH STATE: CA ZIP: 92658-7500 FORMER COMPANY: FORMER CONFORMED NAME: SEPARATE ACCOUNT A OF PACIFIC MUTUAL LIFE INS CO DATE OF NAME CHANGE: 19950119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPARATE ACCOUNT A OF PACIFIC LIFE INSURANCE CO CENTRAL INDEX KEY: 0000935823 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-08946 FILM NUMBER: 101143116 BUSINESS ADDRESS: STREET 1: P O BOX 7500 CITY: NEWPORT BEACH STATE: CA ZIP: 92658-7500 BUSINESS PHONE: 7146403743 MAIL ADDRESS: STREET 1: P O BOX 7500 CITY: NEWPORT BEACH STATE: CA ZIP: 92658-7500 FORMER COMPANY: FORMER CONFORMED NAME: SEPARATE ACCOUNT A OF PACIFIC MUTUAL LIFE INS CO DATE OF NAME CHANGE: 19950119

0000935823 S000006314 SEPARATE ACCOUNT A OF PACIFIC LIFE INSURANCE CO (811-08946)

C000037983 Pacific Voyages

485APOS 1 a57548e485apos.htm 485APOS e485apos

As filed with the Securities and Exchange Commission on October 27, 2010.

Registration Nos.

333-136597
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. 20		x

and/or


REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		x




Amendment No. 291


	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) 219-3943
(Depositor’s Telephone Number, including Area Code)

Brandon J. Cage
Assistant Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and address of agent for service)

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

þ 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 Voyages individual flexible premium variable annuity contracts.

Filing Fee: None

PROSPECTUS

(Included in Registrant’s Form N-4/B, File No. 333-136597, Accession No. 0000950123-10-036152, filed on April 20, 2010, supplemented September 17, 2010, Accession No. 0000950123-10-086772, and incorporated by reference herein.)

STATEMENT OF ADDITIONAL INFORMATION

(Included in Registrant’s Form N-4/B, File No. 333-136597, Accession No. 0000950123-10-036152, filed on April 20, 2010, and incorporated by reference herein.)

Supplement dated December 26, 2010 to the Prospectus dated May 1, 2010 for the
Pacific Voyages 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, 2010, as supplemented.

The purpose of this supplement is to inform you of two new optional living benefit riders.

The AN OVERVIEW OF PACIFIC VOYAGES section is amended as follows:

The Optional Riders – Optional Living Benefit Riders subsection is amended to include the following:

CoreIncome Advantage 5 Plus (Single)

This optional Rider lets you, before the Annuity Date, withdraw up to 5% of your Protected Payment Base per year (depending on your age), lock in market gains, and provides the potential to withdraw up to the Protected Payment Amount for life, if certain conditions are met. If your total withdrawals in a Contract Year exceed the annual withdrawal amount allowed under the Rider, then the Protected Payment Base may decrease and the amount you may withdraw in the future under the Rider may be reduced.

Beginning with the 1^st anniversary of the Rider Effective Date or most recent Reset Date, whichever is later, the Rider provides for Automatic Resets or Owner-Elected Resets of the Protected Payment Base to an amount equal to 100% of the Contract Value. Any reset may include a change in the annual charge percentage (up to a maximum of 1.50%) associated with the Rider. Protected Payment Base, Protected Payment Amount, Automatic Reset, Owner-Elected Reset and Reset Date are described in the OTHER OPTIONAL RIDERS – CoreIncome Advantage 5 Plus (Single) section in this supplement.

This Rider is called the Guaranteed Withdrawal Benefit V Rider – Single Life in the Rider attached to your Contract.

CoreIncome Advantage 5 Plus (Joint)

This optional Rider lets you, before the Annuity Date, withdraw up to 5% of your Protected Payment Base per year (depending on your age), lock in market gains, and provides the potential to withdraw up to the Protected Payment Amount, until the Rider terminates, if certain conditions are met. If your total withdrawals in a Contract Year exceed the annual withdrawal amount allowed under the Rider, then the Protected Payment Base may decrease and the amount you may withdraw in the future under the Rider may be reduced.

Beginning with the 1^st anniversary of the Rider Effective Date or most recent Reset Date, whichever is later, the Rider provides for Automatic Resets or Owner-Elected Resets of the Protected Payment Base to an amount equal to 100% of the Contract Value. Any reset may include an increase in the annual charge percentage (up to a maximum of 1.75%) associated with the Rider. Protected Payment Base, Protected Payment Amount, Automatic Reset, Owner-Elected Reset and Reset Date are described in OTHER OPTIONAL RIDERS – CoreIncome Advantage 5 Plus (Joint).

Changes to the Contract Owner, Annuitant and/or Beneficiary designations and changes in marital status may adversely affect the benefits of this Rider (see CoreIncome Advantage 5 Plus (Joint) – Ownership and Beneficiary Changes).

This Rider is called the Guaranteed Withdrawal Benefit V Rider – Joint Life in the Rider attached to your Contract.

The Periodic Expenses section is amended to include the following:


	Current Charge			Maximum Charge
	Percentage			Percentage

• CoreIncome Advantage 5 Plus (Single) Charge*		0.65	%		1.50	%
• CoreIncome Advantage 5 Plus (Joint) Charge**		0.85	%		1.75	%

* If you buy CoreIncome Advantage 5 Plus (Single) the annual charge is equal to the current charge percentage (divided by 4) multiplied by the Protected Payment Base. The charge is deducted from your Contract Value on a quarterly basis. The initial Protected Payment Base is equal to the initial Purchase Payment if purchased at Contract issue or is equal to the Contract Value if the Rider is purchased on a Contract Anniversary. For a complete explanation of the Protected Payment Base, see the OTHER OPTIONAL RIDERS – CoreIncome Advantage 5 Plus (Single) section in this supplement. The quarterly amount deducted may increase or decrease due to changes in your Protected Payment Base. Your Protected Payment Base may increase due to additional Purchase Payments, decrease due to withdrawals or also change due to Resets. We deduct the charge proportionately from your Investment Options (excluding the DCA Plus Fixed Option) every quarter following the Rider Effective Date, during the term of the Rider and while the Rider is in effect, and when the Rider is terminated. We will waive the annual charge if the Rider

terminates as a result of the death of an Owner or sole surviving Annuitant, upon full annuitization of your Contract, or if your Contract Value is zero. The annual charge is only waived for the quarter that we are notified of death or annuitization. See the CHARGES, FEES, AND DEDUCTIONS – Optional Rider Charges section in this supplement for further information.

** If you buy CoreIncome Advantage 5 Plus (Joint), the annual charge is equal to the current charge percentage (divided by 4) multiplied by the Protected Payment Base. The charge is deducted from your Contract Value on a quarterly basis. The initial Protected Payment Base is equal to the initial Purchase Payment if purchased at Contract issue or is equal to the Contract Value if the Rider is purchased on a Contract Anniversary. For a complete explanation of the Protected Payment Base, see the OTHER OPTIONAL RIDERS – CoreIncome Advantage 5 Plus (Joint), section in this supplement. The quarterly amount deducted may increase or decrease due to changes in your Protected Payment Base. Your Protected Payment Base may increase due to additional Purchase Payments, decrease due to withdrawals or also change due to Resets. We deduct the charge proportionately from your Investment Options (excluding the DCA Plus Fixed Option) every quarter following the Rider Effective Date, during the term of the Rider and while the Rider is in effect, and when the Rider is terminated. We will waive the annual charge if the Rider terminates as a result of the death of the surviving Designated Life, upon full annuitization of your Contract, or if your Contract Value is zero. The annual charge is only waived for the quarter that we are notified of death or annuitization. See the CHARGES, FEES, AND DEDUCTIONS – Optional Rider Charges section in this supplement for further information.

Footnote number 7 is replaced with the following:

Only one withdrawal benefit rider (CoreIncome Advantage 5 Plus (Single), CoreIncome Advantage 5 Plus (Joint), CoreIncome Advantage 5, CoreProtect Advantage, CoreIncome Advantage, Flexible Lifetime Income Plus (Single), Flexible Lifetime Income Plus (Joint), Foundation 10, Automatic Income Builder, Flexible Lifetime Income (Single), Flexible Lifetime Income (Joint), or Income Access) may be owned or in effect at the same time. Only one accumulation benefit rider (GPA 3 or GPA 5) may be owned or in effect at the same time.

The CHARGES, FEES AND DEDUCTIONS section is amended as follows:

The Optional Rider Charges subsection is amended to include the following:

CoreIncome Advantage 5 Plus (Single) or (Joint) Charge

If you purchase a Rider, we will deduct an annual charge of 0.65% for the Single version or 0.85% for the Joint version from your Investment Options on a quarterly basis. The quarterly deduction is equal to 0.1625% for the Single version or 0.2125% for the Joint version multiplied by the Protected Payment Base and is deducted from your Contract Value every three months following the Rider Effective Date (“Quarterly Rider Anniversary”). The charge is deducted on a proportionate basis from your Investment Options (excluding the DCA Plus Fixed Option) every Quarterly Rider Anniversary that the Rider remains in effect and when the Rider is terminated.

If the Rider terminates on a Quarterly Rider Anniversary, the entire charge for the prior quarter will be deducted from the Contract Value on that anniversary. If the Rider terminates prior to a Quarterly Rider Anniversary, we will prorate the charge based on the Protected Payment Base 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 on the Quarterly Rider Anniversary immediately following the day the Rider terminates.

Under the Single version, we will waive the charge if the Rider terminates as a result of the death of an Owner or sole surviving Annuitant, upon full annuitization of the Contract or when the Contract Value is zero. The charge is only waived for the quarter that we are notified of death or annuitization, even if death occurs in a prior quarter. Under the Joint version, we will waive the charge if the Rider terminates as a result of the death of the surviving Designated Life, upon full annuitization of the Contract or when the Contract Value is zero. The charge is only waived for the quarter that we are notified of death or annuitization, even if death occurs in a prior quarter

Change in Annual Charge – The annual charge percentage may change as a result of a Reset. The annual charge percentage will not exceed the maximum annual charge percentage of 1.50% (0.375% quarterly) for the Single version or 1.75% (0.4375% quarterly) for the Joint version. You may elect to opt-out of an Automatic Reset and your annual charge percentage will remain the same as it was before the Automatic Reset. If an Automatic Reset never occurs, the annual charge percentage established on the Rider Effective Date is guaranteed not to change.

The OTHER OPTIONAL RIDERS section is amended as follows:

The Multiple Rider Ownership subsection is replaced with the following:

All references to Rider exchanges concerning the Riders listed in the table below are replaced with the following:

Withdrawal Benefit Rider Exchanges

Subject to availability, you may elect to exchange among the following withdrawal benefit Riders:



FROM	TO	WHEN


Income Access	CoreIncome Advantage CoreProtect Advantage CoreIncome Advantage 5 Plus	On any Contract Anniversary.


CoreIncome Advantage 5 Plus	Income Access	On any Contract Anniversary.

	CoreIncome Advantage CoreProtect Advantage	On any Contract Anniversary beginning with the 5^th Contract Anniversary measured from the Contract issue date.


CoreIncome Advantage 5	Income Access	On any Contract Anniversary.

	CoreIncome Advantage CoreProtect Advantage CoreIncome Advantage 5 Plus	On any Contract Anniversary beginning with the 5^th Contract Anniversary measured from the Contract issue date.


CoreProtect Advantage	Income Access	On any Contract Anniversary.

	CoreIncome Advantage CoreIncome Advantage 5 Plus	On any Contract Anniversary beginning with the 5^th Contract Anniversary measured from the Contract issue date.


CoreIncome Advantage	Income Access	On any Contract Anniversary.

	CoreProtect Advantage CoreIncome Advantage 5 Plus	On any Contract Anniversary beginning with the 5^th Contract Anniversary measured from the Contract issue date.


Flexible Lifetime Income (Single)	Income Access	On any Contract Anniversary.

	CoreIncome Advantage CoreProtect Advantage CoreIncome Advantage 5 Plus	On any Contract Anniversary beginning with the 5^th Contract Anniversary measured from the Contract issue date.


Flexible Lifetime Income (Joint)	Income Access	On any Contract Anniversary.

	CoreIncome Advantage CoreProtect Advantage CoreIncome Advantage 5 Plus	On any Contract Anniversary beginning with the 5^th Contract Anniversary measured from the Contract issue date.


Foundation 10	Income Access	On any Contract Anniversary.

	CoreIncome Advantage CoreProtect Advantage CoreIncome Advantage 5 Plus	On any Contract Anniversary beginning with the 5^th Contract Anniversary measured from the Contract issue date.


Flexible Lifetime Income Plus (Single)	Income Access	On any Contract Anniversary.

	CoreIncome Advantage CoreProtect Advantage CoreIncome Advantage 5 Plus	On any Contract Anniversary beginning with the 5^th Contract Anniversary measured from the Contract issue date.


Flexible Lifetime Income Plus (Joint)	Income Access	On any Contract Anniversary.

	CoreIncome Advantage CoreProtect Advantage CoreIncome Advantage 5 Plus	On any Contract Anniversary beginning with the 5^th Contract Anniversary measured from the Contract issue date.



FROM	TO	WHEN


Automatic Income Builder	Income Access	On any Contract Anniversary.

	CoreIncome Advantage CoreProtect Advantage CoreIncome Advantage 5 Plus	On any Contract Anniversary beginning with the 5^th Contract Anniversary measured from the Contract issue date.

When you elect an exchange, you are terminating your existing Rider and purchasing a new Rider. The Initial Protected Payment Base and Remaining Protected Balance under the new Rider will be equal to the Contract Value on that Contract Anniversary. Generally, if your Contract Value is lower than the Protected Payment Base under your existing Rider, your election to exchange from one rider to another may result in a reduction in the Protected Payment Base, Remaining Protected Balance, Protected Payment Amount and any Annual Credit that may be applied. In other words, your existing protected balances will not carryover to the new Rider. If you elect an exchange, you will be subject to the charge for the new Rider in effect at the time of the exchange. Only one exchange may be elected each Contract Year. In addition, there are withdrawal percentages, annual credit percentages, and lifetime income age requirements that differ between the Riders listed above. Work with your financial professional prior to electing an exchange.

The following withdrawal benefit riders are added:

CoreIncome Advantage 5 Plus (Single)

Purchasing the Rider

You may purchase this optional Rider on the Contract Date or on any Contract Anniversary if the age of each Annuitant is 85 years or younger on the date of purchase, the Contract is not issued as an Inherited IRA, Inherited Roth IRA or Inherited TSA, and you allocate your entire Contract Value according to the Investment Allocation Requirements outlined in the Prospectus.

Rider Terms

Annual RMD Amount – The amount required to be distributed each Calendar Year for purposes of satisfying the minimum distribution requirements of Code Section 401(a)(9) (“Section 401(a)(9)”) and related Code provisions in effect as of the Rider Effective Date.

Early Withdrawal – Any withdrawal that occurs before the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is 62 years of age.

Excess Withdrawal – Any withdrawal (except an RMD withdrawal) that occurs after the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is age 62 or older and exceeds the Protected Payment Amount.

Protected Payment Amount – The maximum amount that can be withdrawn under this Rider without reducing the Protected Payment Base. If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is 62 years of age or older, the Protected Payment Amount is equal to 5% of the Protected Payment Base, less cumulative withdrawals during that Contract Year. If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is younger than 62 years of age, the Protected Payment Amount is equal to zero (0); however, once the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) reaches age 62, the Protected Payment Amount will equal 5% of the Protected Payment Base. The initial Protected Payment Amount will depend upon the age of the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner).

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. The initial Protected Payment Base is equal to the initial Purchase Payment, if the Rider Effective Date is on the Contract Date, or the Contract Value, if the Rider Effective Date is on a Contract Anniversary.

Reset Date – Any Contract Anniversary after the Rider Effective Date on which an Automatic Reset or an Owner-Elected Reset occurs.

Rider Effective Date – The date the guarantees and charges for the Rider become effective. If the Rider is purchased within 60 days of the Contract Date, the Rider Effective Date is the Contract Date. If the Rider is purchased within 60 days of a Contract Anniversary, the Rider Effective Date is the date of that Contract Anniversary.

How the Rider Works

the Rider provides for Automatic Annual Resets or Owner-Elected Resets of the Protected Payment Base to an amount equal to 100% of the Contract Value. Once the Rider is purchased, you cannot request a termination of the Rider (see the Termination subsection of this Rider for more information).

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is 62 years of age or older, the Protected Payment Amount is 5% of the Protected Payment Base. If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is younger than 62 years of age, the Protected Payment Amount is zero (0).

The Protected Payment Base may change over time. An Automatic Reset or Owner-Elected Reset will increase or decrease the Protected Payment Base depending on the Contract Value on the Reset Date. A withdrawal that is less than or equal to the Protected Payment Amount will not change the Protected Payment Base. If a withdrawal is greater than the Protected Payment Amount and the Contract Value is less than the Protected Payment Base, the Protected Payment Base will be reduced by an amount that is greater than the excess amount withdrawn. For withdrawals that are greater than the Protected Payment Amount, see the Withdrawal of Protected Payment Amount subsection.

For purposes of this Rider, the term “withdrawal” includes any applicable withdrawal charges. 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. Withdrawals under this Rider are not annuity payouts. Annuity payouts generally receive a more favorable tax treatment than other withdrawals.

If your Contract is a Qualified Contract, including an IRA or TSA/403(b) Contract, you are subject to restrictions on withdrawals you may take prior to a triggering event (e.g. reaching age 591/2, separation from service, disability) and you should consult your tax or legal advisor prior to purchasing this optional guarantee, the primary benefit of which is guaranteeing withdrawals. For additional information regarding withdrawals and triggering events, see the FEDERAL TAX ISSUES – IRAs and Qualified Plans section in the Prospectus.

Withdrawal of Protected Payment Amount

When the oldest Owner (youngest Annuitant, in the case of a Non-Natural Owner) is 62 years of age or older, you may withdraw up to the Protected Payment Amount each Contract Year, regardless of market performance, until the Rider terminates. Any portion of the Protected Payment Amount not withdrawn during a Contract Year may not be carried over to the next Contract Year. If a withdrawal does not exceed the Protected Payment Amount immediately prior to that withdrawal, the Protected Payment Base will remain unchanged.

Withdrawals Exceeding the Protected Payment Amount. If a withdrawal (except an RMD withdrawal) exceeds the Protected Payment Amount immediately prior to that withdrawal, we will (immediately following the withdrawal) reduce the Protected Payment Base on a proportionate basis for the amount in excess of the Protected Payment Amount. (See Sample Calculations - Example #4 for a numerical example of the adjustments to the Protected Payment Base as a result of an Excess Withdrawal.) If a withdrawal is greater than the Protected Payment Amount and the Contract Value is less than the Protected Payment Base, the Protected Payment Base will be reduced by an amount that is greater than the excess amount withdrawn.

The amount available for withdrawal under the Contract must be sufficient to support any withdrawal that would otherwise exceed the Protected Payment Amount.

For information regarding taxation of withdrawals, see the FEDERAL TAX ISSUES section in the Prospectus.

Early Withdrawal

If an Early Withdrawal occurs, we will (immediately following the Early Withdrawal) reduce the Protected Payment Base either on a proportionate basis or by the total withdrawal amount, whichever results in a lower Protected Payment Base. See Sample Calculations – Example #8 for numerical examples of the adjustments to the Protected Payment Base as a result of an Early Withdrawal.

Required Minimum Distributions

No adjustment will be made to the Protected Payment Base as a result of a withdrawal that exceeds the Protected Payment Amount immediately prior to the withdrawal, provided:


	•	such withdrawal (an “RMD Withdrawal”) is for purposes of satisfying the minimum distribution requirements of Section 401(a)(9) and related Code provisions in effect at that time,


	•	you have authorized us to calculate and make periodic distribution of the Annual RMD Amount for the Calendar Year required based on the payment frequency you have chosen,
	•	the Annual RMD Amount is based on this Contract only, and
	•	only RMD withdrawals are made from the Contract during the Contract.

See the FEDERAL TAX ISSUES – Qualified Contracts – Required Minimum Distributions section in the Prospectus.

Depletion of Contract Value

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is younger than age 62 when the Contract Value is zero, the Rider will terminate.

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is age 62 or older and the Contract Value was reduced to zero by a withdrawal that exceeds the Protected Payment Amount, the Rider will terminate.

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is age 62 or older and the Contract Value was reduced to zero by a withdrawal (including an RMD withdrawal) that did not exceed the Protected Payment Amount, the following will apply:


	•	the Protected Payment Amount will be paid each year until the date of death of an Owner or the date of death of the sole surviving Annuitant (first Annuitant in the case of a Non-Natural Owner),
	•	the Protected Payment Amount will be paid under a series of pre-authorized withdrawals under a payment frequency as elected by the Owner, but no less frequently than annually,
	•	no additional Purchase Payments will be accepted under the Contract, and
	•	the Contract will cease to provide any death benefit.

Reset of Protected Payment Base

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. The limitations and restrictions on Purchase Payments and withdrawals, the deduction of Rider charges and any future reset options available on and after the Reset Date, will again apply and will be measured from that Reset Date. A reset occurs when the Protected Payment Base is changed to an amount equal to the Contract Value as of the Reset Date.

Automatic Reset. On each Contract Anniversary while this Rider is in effect and before the Annuity Date, we will automatically reset the Protected Payment Base to an amount equal to 100% of the Contract Value, if the Protected Payment Base is less than the Contract Value on that Contract Anniversary. The annual charge percentage may change as a result of any Automatic Reset (see the CHARGES, FEES AND DEDUCTIONS – Optional Rider Charges section in this supplement).

Automatic Reset – Opt-Out Election. Within 60 days after a Contract Anniversary on which an Automatic Reset is effective, you have the option to reinstate the Protected Payment Base, Protected Payment Amount and annual charge percentage to their respective amounts immediately before the Automatic Reset. Any future Automatic Resets will continue in accordance with the Automatic Reset paragraph above.

If you elect this option, your opt-out election must be received, in a form satisfactory to us, at our Service Center within the same 60 day period after the Contract Anniversary on which the reset is effective.

Automatic Reset – Future Participation. You may elect not to participate in future Automatic Resets at any time. Your election must be received, in a form satisfactory to us, at our Service Center, while this Rider is in effect and before the Annuity Date. Such election will be effective for future Contract Anniversaries.

If you previously elected not to participate in Automatic Resets, you may re-elect to participate in future Automatic Resets at any time. Your election to resume participation must be received, in a form satisfactory to us, at our Service Center while this Rider is in effect and before the Annuity Date. Such election will be effective for future Contract Anniversaries as described in the Automatic Reset paragraph above.

Owner-Elected Resets (Non-Automatic). You may, on any Contract Anniversary, elect to reset the Protected Payment Base to an amount equal to 100% of the Contract Value. An Owner-Elected Reset may be elected while Automatic Resets are in effect. The annual charge percentage may change as a result of this Reset.

If you elect this option, your election must be received, in a form satisfactory to us, at our Service Center within 60 days after the Contract Anniversary on which the reset is effective. The reset will be based on the Contract Value as of that Contract Anniversary. Your election of this option may result in a reduction in the Protected Payment Base and Protected Payment Amount. Generally, the reduction will occur when your Contract Value is less than the Protected Payment Base as of the Contract

Anniversary you elected the reset. You are strongly advised to work with your financial professional prior to electing an Owner-Elected Reset. We will provide you with written confirmation of your election.

Subsequent Purchase Payments

If we receive additional Purchase Payments after the Rider Effective Date, we will increase the Protected Payment Base 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 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 1^st Contract Anniversary, measured from the Contract Date.

Annuitization

If you annuitize the Contract at the maximum Annuity Date specified in your Contract and this Rider is still in effect at the time of your election and a Life Only fixed annuity option is chosen, the annuity payments will be equal to the greater of:


	•	the Life Only fixed annual payment amount based on the terms of your Contract, or
	•	the Protected Payment Amount in effect at the maximum Annuity Date.

If you annuitize the Contract at any time prior to the maximum Annuity Date specified in your Contract, your annuity payments will be determined in accordance with the terms of your Contract. The Protected Payment Base and Protected Payment Amount under this Rider will not be used in determining any annuity payments. Work with your financial professional to determine if you should annuitize your Contract before the maximum Annuity Date or stay in the accumulation phase and continue to take withdrawals under the Rider.

Continuation of Rider if Surviving Spouse Continues Contract

This Rider terminates upon the death of an Owner or sole surviving Annuitant. If the surviving spouse continues the Contract, the surviving spouse may re-purchase this Rider (if available) on any Contract Anniversary. The existing protected balances will not carry over to the new Rider.

The surviving spouse may elect to receive any death benefit proceeds instead of continuing the Contract (see DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS – Death Benefits).

Termination

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 allocated according to the Investment Allocation Requirements,
	•	the date of the death of an Owner or the date of death of the sole surviving Annuitant,
	•	for Contracts with a Non-Natural Owner, the date of death of any Annuitant, including Primary, Joint and Contingent Annuitants,
	•	the day the Contract is terminated in accordance with the provisions of the Contract,
	•	the day we are notified of a change in ownership of the Contract to a non-spouse Owner if the Contract is Non-Qualified (excluding changes in ownership to or from certain trusts),
	•	the day you exchange this Rider for another withdrawal benefit Rider,
	•	the Annuity Date (see the Annuitization subsection for additional information),
	•	the day the Contract Value is reduced to zero as a result of a withdrawal (except an RMD withdrawal) that exceeds the Protected Payment Amount, or
	•	the day the Contract Value is reduced to zero if the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is younger than age 62.

The Rider and the Contract will not terminate the day the Contract Value is zero and you begin taking pre-authorized withdrawals of the Protected Payment Amount (see the Depletion of Contract Value subsection). In this case, the Rider and the Contract will terminate the date of death of an Owner or the date of death of the sole surviving Annuitant.

CoreIncome Advantage 5 Plus (Joint)

Purchasing the Rider

You may purchase this optional Rider on the Contract Date or on any Contract Anniversary if you meet the following eligibility requirements:


	•	the Contract is issued as:


	•	Non-Qualified Contract (this Rider is not available if the Owner is a trust or other entity), or
	•	Qualified Contract under Code Section 408(a), 408(k), 408A, 408(p) or 403(b), except for Inherited IRAs, Inherited Roth IRAs and Inherited TSAs,


	•	both Designated Lives are 85 years or younger on the date of purchase,
	•	you allocate your entire Contract Value according to the Investment Allocation Requirements outlined in the Prospectus,
	•	the Contract must be structured so that upon the death of one Designated Life, the surviving Designated Life may retain or assume ownership of the Contract, and
	•	any Annuitant must be a Designated Life.

For purposes of meeting the eligibility requirements, Designated Lives must be any one of the following:


	•	a sole Owner with the Owner’s Spouse designated as the sole primary Beneficiary,
	•	Joint Owners, where the Owners are each other’s Spouses, or
	•	if the Contract is issued as a custodial owned IRA or TSA, the beneficial owner must be the Annuitant and the Annuitant’s Spouse must be designated as the sole primary Beneficiary under the Contract. The custodian, under a custodial owned IRA or TSA, for the benefit of the beneficial owner, may be designated as sole primary Beneficiary provided that the Spouse of the beneficial owner is the sole primary Beneficiary of the custodial account.

If this Rider is added on a Contract Anniversary, naming your Spouse as the Beneficiary to meet eligibility requirements will not be considered a change of Annuitant on the Contract.

Rider Terms

Designated Lives (each a “Designated Life”) – Designated Lives must be natural persons who are each other’s spouses on the Rider Effective Date. Designated Lives will remain unchanged while this Rider is in effect.

To be eligible for lifetime benefits, the Designated Life must:


	•	be the Owner (or Annuitant, in the case of a custodial owned IRA or TSA),
	•	remain the Spouse of the other Designated Life and be the first in line of succession, as determined under the Contract, for payment of any death benefit.

Early Withdrawal – Any withdrawal that occurs before the youngest Designated Life is 62 years of age.

Excess Withdrawal – Any withdrawal (except an RMD withdrawal) that occurs after the youngest Designated Life is age 62 or older and exceeds the Protected Payment Amount.

Protected Payment Amount – The maximum amount that can be withdrawn under this Rider without reducing the Protected Payment Base. If the youngest Designated Life is 62 years of age or older, the Protected Payment Amount is equal to 5% of the Protected Payment Base, less cumulative withdrawals during that Contract Year. If the youngest Designated Life is younger than 62 years of age, the Protected Payment Amount is equal to zero (0). However, once the youngest Designated Life reaches age 62, the Protected Payment Amount will equal 5% of the Protected Payment Base. The initial Protected Payment Amount will depend upon the age of the youngest Designated Life.

Reset Date – Any Contract Anniversary after the Rider Effective Date on which an Automatic Reset or Owner-Elected Reset occurs.

Spouse – The Owner’s spouse who is treated as the Owner’s spouse pursuant to federal law. If the Contract is a custodial owned IRA or TSA, the Annuitant’s spouse who is treated as the Annuitant’s spouse pursuant to federal law.

Surviving Spouse – The surviving spouse of a deceased Owner (or Annuitant in the case of a custodial owned IRA or TSA).

How the Rider Works

On any day, this Rider guarantees you can withdraw up to the Protected Payment Amount, regardless of market performance, until the Rider terminates. Beginning with the 1^st anniversary of the Rider Effective Date or most recent Reset Date, whichever is later, the Rider provides for Automatic Annual Resets or Owner-Elected Resets of the Protected Payment Base to an amount equal to 100% of the Contract Value. Once the Rider is purchased, you cannot request a termination of the Rider (see the Termination subsection of this Rider for more information).

If the youngest Designated Life is 62 years of age or older, the Protected Payment Amount is 5% of the Protected Payment Base. If the youngest Designated Life is younger than 62 years of age, the Protected Payment Amount is zero (0).

Withdrawal of Protected Payment Amount

When the youngest Designated Life is 62 years of age or older, you may withdraw up to the Protected Payment Amount each Contract Year, regardless of market performance, until the Rider terminates. Any portion of the Protected Payment Amount not withdrawn during a Contract Year may not be carried over to the next Contract Year. If a withdrawal does not exceed the Protected Payment Amount immediately prior to that withdrawal, the Protected Payment Base will remain unchanged.

The amount available for withdrawal under the Contract must be sufficient to support any withdrawal that would otherwise exceed the Protected Payment Amount.

For information regarding taxation of withdrawals, see the FEDERAL TAX ISSUES section in the Prospectus.

Early Withdrawal

Calculations – Example # 8 for numerical examples of the adjustments to the Protected Payment Base as a result of an Early Withdrawal.

Required Minimum Distributions

No adjustment will be made to the Protected Payment Base as a result of a withdrawal that exceeds the Protected Payment Amount immediately prior to the withdrawal, provided:


	•	such withdrawal (an “RMD Withdrawal”) is for purposes of satisfying the minimum distribution requirements of Section 401(a)(9) and related Code provisions in effect at that time,
	•	you have authorized us to calculate and make periodic distribution of the Annual RMD Amount for the Calendar Year required based on the payment frequency you have chosen,
	•	the Annual RMD Amount is based on this Contract only, and
	•	only RMD withdrawals are made from the Contract during the Contract.

See the FEDERAL TAX ISSUES – Qualified Contracts – Required Minimum Distributions section in the Prospectus.

Depletion of Contract Value

If the youngest Designated Life is younger than age 62 when the Contract Value is zero, the Rider will terminate.

If the youngest Designated Life is age 62 or older and the Contract Value was reduced to zero by a withdrawal that exceeds the Protected Payment Amount, the Rider will terminate.

If the youngest Designated Life is age 62 or older and the Contract Value was reduced to zero by a withdrawal (including an RMD withdrawal) that did not exceed the Protected Payment Amount, the following will apply:


	•	the Protected Payment Amount will be paid each year until the death of all Designated Lives eligible for lifetime benefits,
	•	the Protected Payment Amount will be paid under a series of pre-authorized withdrawals under a payment frequency as elected by the Owner, but no less frequently than annually,
	•	no additional Purchase Payments will be accepted under the Contract, and
	•	the Contract will cease to provide any death benefit.

Reset of Protected Payment Base

Subsequent Purchase Payments

Annuitization


	•	the Life Only fixed annual payment amount based on the terms of your Contract, or
	•	the Protected Payment Amount in effect at the maximum Annuity Date.

Continuation of Rider if Surviving Spouse Continues Contract

If the Owner dies and the Surviving Spouse (who is also a Designated Life eligible for lifetime benefits) elects to continue the Contract in accordance with its terms, the Surviving Spouse may continue to take withdrawals of the Protected Payment Amount under this Rider, until the Rider terminates.

The surviving spouse may elect to receive any death benefit proceeds instead of continuing the Contract (see DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS – Death Benefits).

Ownership and Beneficiary Changes

Changes to the Contract Owner, Annuitant and/or Beneficiary designations and changes in marital status, including a dissolution of marriage, may adversely affect the benefits of this Rider. A particular change may make a Designated Life ineligible to receive lifetime income benefits under this Rider. As a result, the Rider may remain in effect and you may pay for benefits that you will not receive. You are strongly advised to work with your investment professional and consider your options prior to making any Owner, Annuitant and/or Beneficiary changes to your Contract.

Termination

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 allocated according to the Investment Allocation Requirements,
	•	the date of the death of all Designated Lives eligible for lifetime benefits,
	•	upon the death of the first Designated Life, if a death benefit is payable and a Surviving Spouse who chooses to continue the Contract is not a Designated Life eligible for lifetime benefits,
	•	upon the death of the first Designated Life, if a death benefit is payable and the Contract is not continued by a Surviving Spouse who is a Designated Life eligible for lifetime benefits,


	•	if both Designated Lives are Joint Owners and there is a change in marital status, the Rider will terminate upon the death of the first Designated Life who is a Contract Owner,
	•	the day the Contract is terminated in accordance with the provisions of the Contract,
	•	the day that neither Designated Life is an Owner (or Annuitant, in the case of a custodial owned IRA or TSA),
	•	the day you exchange this Rider for another withdrawal benefit Rider,
	•	the Annuity Date (see the Annuitization subsection for additional information),
	•	the day the Contract Value is reduced to zero as a result of a withdrawal (except an RMD withdrawal) that exceeds the Protected Payment Amount, or
	•	the day the Contract Value is reduced to zero if the youngest Designated Life is younger than age 62.

The Rider and the Contract will not terminate the day the Contract Value is zero and you begin taking pre-authorized withdrawals of the Protected Payment Amount (see the Depletion of Contract Value subsection). In this case, the Rider and the Contract will terminate the date of death of all Designated Lives eligible for lifetime benefits.

Sample Calculations

The examples provided are based on certain hypothetical assumptions and are for example purposes only. Where Contract Value is reflected, the examples do not assume any specific return percentage. The examples 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. There may be minor differences in the calculations due to rounding. These examples are not intended to serve as projections of future investment returns nor are they a reflection of how your Contract will actually perform.

Examples 1 through 5 and 8 apply to CoreIncome Advantage 5 (Single) and (Joint).

Example #1 – Setting of Initial Values.

The values shown below are based on the following assumptions:


	•	Initial Purchase Payment = $100,000
	•	Rider Effective Date = Contract Date
	•	Every Owner and Annuitant (every Designated Life for Joint) is 64 years old.



				Protected	Protected
	Purchase		Contract	Payment	Payment
	Payment	Withdrawal	Value	Base	Amount


Rider Effective Date	$100,000		$100,000	$100,000	$5,000

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


	•	Protected Payment Base = Initial Purchase Payment = $100,000
	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000

Example #2 – Subsequent Purchase Payments.

The values shown below are based on the following assumptions:


	•	Initial Purchase Payment = $100,000
	•	Rider Effective Date = Contract Date
	•	Every Owner and Annuitant (every Designated Life for Joint) is 64 years old.
	•	A subsequent Purchase Payment of $100,000 is received during Contract Year 1.
	•	No withdrawals taken.
	•	Automatic Reset at Beginning of Contract Year 2.
	•	Each Contract Anniversary referenced in the table represents the first day of the applicable Contract Year.



				Protected	Protected
	Purchase		Contract	Payment	Payment
	Payment	Withdrawal	Value	Base	Amount


Rider Effective Date	$100,000		$100,000	$100,000	$5,000

Activity	$100,000		$200,000	$200,000	$10,000

Year 2 Contract Anniversary	(Prior to Automatic Reset)		$207,000	$200,000	$10,000

Year 2 Contract Anniversary	(After Automatic Reset)		$207,000	$207,000	$10,350

Immediately after the $100,000 subsequent Purchase Payment during Contract Year 1, the Protected Payment Base is increased by the Purchase Payment amount to $200,000 ($100,000 + $100,000). The Protected Payment Amount after the Purchase Payment is equal to $10,000 (5% of the Protected Payment Base after the Purchase Payment).

An automatic reset takes place at Year 2 Contract Anniversary, since the Contract Value ($207,000) is higher than the Protected Payment Base ($200,000). This resets the Protected Payment Base to $207,000 and the Protected Payment Amount to $10,350 (5% × $207,000).

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

Example #3 – Withdrawals 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
	•	Every Owner and Annuitant (every Designated Life for Joint) is 64 years old.
	•	A subsequent Purchase Payment of $100,000 is received during Contract Year 1.
	•	A withdrawal equal to or less than the Protected Payment Amount is taken during Contract Year 2.
	•	Automatic Resets at Beginning of Contract Years 2 and 3.
	•	Each Contract Anniversary referenced in the table represents the first day of the applicable Contract Year.



				Protected	Protected
	Purchase		Contract	Payment	Payment
	Payment	Withdrawal	Value	Base	Amount


Rider Effective Date	$100,000		$100,000	$100,000	$5,000

Activity	$100,000		$200,000	$200,000	$10,000

Year 2 Contract Anniversary	(Prior to Automatic Reset)		$207,000	$200,000	$10,000

Year 2 Contract Anniversary	(After Automatic Reset)		$207,000	$207,000	$10,350

Activity		$5,000	$216,490	$207,000	$5,350

Year 3 Contract Anniversary	(Prior to Automatic Reset)		$216,490	$207,000	$10,350

Year 3 Contract Anniversary	(After Automatic Reset)		$216,490	$216,490	$10,825

For an explanation of the values and activities at the start of and during Contract Year 1, refer to Examples #1 and #2.

As the withdrawal during Contract Year 2 did not exceed the Protected Payment Amount immediately prior to the withdrawal ($10,350), the Protected Payment Base remains unchanged.

At Year 3 Contract Anniversary, since the Protected Payment Base was less than the Contract Value on that Contract Anniversary (see balances at Year 3 Contract Anniversary – Prior to Automatic Reset), an automatic reset occurred which resets the Protected Payment Base to an amount equal to 100% of the Contract Value (see balances at Year 3 Contract Anniversary – After Automatic Reset). As a result, the Protected Payment Amount is equal to $10,825 (5% of the reset Protected Payment Base).

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
	•	Every Owner and Annuitant (every Designated Life for Joint) is 64 years old.
	•	A subsequent Purchase Payment of $100,000 is received during Contract Year 1.
	•	A withdrawal greater than the Protected Payment Amount is taken during Contract Year 2.
	•	Automatic Resets at Beginning of Contract Years 2 and 3.


	•	Each Contract Anniversary referenced in the table represents the first day of the applicable Contract Year.



				Protected	Protected
	Purchase		Contract	Payment	Payment
	Payment	Withdrawal	Value	Base	Amount


Rider Effective Date	$100,000		$100,000	$100,000	$5,000

Activity	$100,000		$200,000	$200,000	$10,000

Year 2 Contract Anniversary	(Prior to Automatic Reset)		$207,000	$200,000	$10,000

Year 2 Contract Anniversary	(After Automatic Reset)		$207,000	$207,000	$10,350

Activity		$25,000	$196,490	$192,634	$0

Year 3 Contract Anniversary	(Prior to Automatic Reset)		$196,490	$192,634	$9,632

Year 3 Contract Anniversary	(After Automatic Reset)		$196,490	$196,490	$9,825

For an explanation of the values and activities at the start of and during Contract Year 1, refer to Examples #1 and #2.

Because the $25,000 withdrawal during Contract Year 2 exceeds the Protected Payment Amount immediately prior to the withdrawal ($25,000 > $10,350), the Protected Payment Base immediately after the withdrawal is reduced.

The Values shown below are based on the following assumptions immediately before the excess withdrawal:


	•	Contract Value = $221,490
	•	Protected Payment Base = $207,000
	•	Protected Payment Amount = $10,350 (5% × Protected Payment Base; 5% × $207,000 = $10,350)
	•	No withdrawals were taken prior to the excess withdrawal

A withdrawal of $25,000 was taken, which exceeds the Protected Payment Amount of $10,350 for the Contract Year. The Protected Payment Base will be reduced based on the following calculation:

First, determine the excess withdrawal amount. The excess withdrawal amount is the total withdrawal amount less the Protected Payment Amount. Numerically, the excess withdrawal amount is $14,650 (total withdrawal amount − Protected Payment Amount; $25,000 − $10,350 = $14,650).

Second, determine the ratio for the proportionate reduction. The ratio is the excess withdrawal amount determined above divided by (Contract Value − Protected Payment Amount). The Contract Value prior to the withdrawal was $221,490, which equals the $196,490 after the withdrawal plus the $25,000 withdrawal amount. Numerically, the ratio is 6.94% ($14,650 ¸ ($221,490 − $10,350); $14,650 ¸ $211,140 = 0.0694 or 6.94%).

Third, determine the new Protected Payment Base. The Protected Payment Base will be reduced on a proportionate basis. The Protected Payment Base is multiplied by 1 less the ratio determined above. Numerically, the new Protected Payment Base is $192,634 (Protected Payment Base × (1 − ratio); $207,000 × (1 − 6.94%); $207,000 × 93.06% = $192,634).

The Protected Payment Amount immediately after the withdrawal is equal to $0 (5% of the Protected Payment Base after the withdrawal (5% of $192,634 = $9,632), less cumulative withdrawals during that Contract Year ($25,000), but not less than zero).

At Year 3 Contract Anniversary, since the Protected Payment Base was less than the Contract Value on that Contract Anniversary (see balances at Year 3 Contract Anniversary – Prior to Automatic Reset), an Automatic Reset occurred which resets the Protected Payment Base to an amount equal to 100% of the Contract Value (see balances at Year 3 Contract Anniversary – After Automatic Reset).

Example #5 – RMD Withdrawals.

This is an example of the effect of cumulative RMD Withdrawals during the Contract Year that exceed the Protected Payment Amount established for that Contract Year and its effect on the Protected Payment Base. The Annual RMD Amount is based on the entire interest of your Contract as of the previous year-end.

This table assumes quarterly withdrawals of only the Annual RMD Amount during the Contract Year. The calculated Annual RMD amount for the Calendar Year is $7,500 and the Contract Anniversary is May 1 of each year.



			Annual	Protected	Protected
Activity	RMD	Non-RMD	RMD	Payment	Payment
Date	Withdrawal	Withdrawal	Amount	Base	Amount


05/01/2006				$100,000	$5,000
Contract Anniversary

01/01/2007			$7,500

03/15/2007	$1,875			$100,000	$3,125

05/01/2007				$100,000	$5,000
Contract Anniversary

06/15/2007	$1,875			$100,000	$3,125

09/15/2007	$1,875			$100,000	$1,250

12/15/2007	$1,875			$100,000	$0

01/01/2008			$8,000

03/15/2008	$2,000			$100,000	$0

05/01/2008				$100,000	$5,000
Contract Anniversary

Since the RMD Amount for 2008 increases to $8,000, the quarterly withdrawals of the RMD Amount increase to $2,000, as shown by the RMD withdrawal on March 15, 2008. Because all withdrawals during the Contract Year were RMD Withdrawals, there is no adjustment to the Protected Payment Base for exceeding the Protected Payment Amount. In addition, each contract year the Protected Payment Amount is reduced by the amount of each withdrawal until the Protected Payment Amount is zero.

This chart assumes quarterly withdrawals of the Annual RMD Amount and other non-RMD Withdrawals during the Contract Year. The calculated Annual RMD amount and Contract Anniversary are the same as above.



			Annual	Protected	Protected
Activity	RMD	Non-RMD	RMD	Payment	Payment
Date	Withdrawal	Withdrawal	Amount	Base	Amount


05/01/2006			$0	$100,000	$5,000
Contract Anniversary

01/01/2007			$7,500

03/15/2007	$1,875			$100,000	$3,125

04/01/2007		$2,000		$100,000	$1,125

05/01/2007				$100,000	$5,000
Contract Anniversary

06/15/2007	$1,875			$100,000	$3,125

09/15/2007	$1,875			$100,000	$1,250

11/15/2007		$4,000		$96,900	$0

On 3/15/07 there was an RMD Withdrawal of $1,875 and on 4/1/07 a non-RMD Withdrawal of $2,000. Because the total withdrawals during the Contract Year (5/1/06 through 4/30/07) did not exceed the Protected Payment Amount of $5,000 there was no adjustment to the Protected Payment Base. On 5/1/07, the Protected Payment Amount was re-calculated (5% of the Protected Payment Base) as of that Contract Anniversary.

On 11/15/07, there was a non-RMD Withdrawal ($4,000) that caused the cumulative withdrawals during the Contract Year ($7,750) to exceed the Protected Payment Amount ($5,000). As the withdrawal exceeded the Protected Payment Amount immediately prior to the withdrawal ($1,250), and assuming the Contract Value was $90,000 immediately prior to the withdrawal, the Protected Payment Base is reduced to $96,900.

The Values shown below are based on the following assumptions immediately before the excess withdrawal:


	•	Contract Value = $90,000
	•	Protected Payment Base = $100,000
	•	Protected Payment Amount = $1,250

A withdrawal of $4,000 was taken, which exceeds the Protected Payment Amount of $1,250. The Protected Payment Base will be reduced based on the following calculation:

First, determine the excess withdrawal amount. The excess withdrawal amount is the total withdrawal amount less the Protected Payment Amount. Numerically, the excess withdrawal amount is $2,750 (total withdrawal amount − Protected Payment Amount; $4,000 − $1,250 = $2,750).

Third, determine the new Protected Payment Base. The Protected Payment Base will be reduced on a proportionate basis. The Protected Payment Base is multiplied by 1 less the ratio determined above. Numerically, the new Protected Payment Base is $96,900 (Protected Payment Base × (1 − ratio); $100,000 × (1 − 3.10%); $100,000 × 96.90% = $96,900).

Example #6 – Lifetime Income.

This example applies to CoreIncome Advantage 5 (Single) only.

The values shown below are based on the following assumptions:


	•	Initial Purchase Payment = $100,000
	•	Rider Effective Date = Contract Date
	•	Every Owner and Annuitant is 64 years old.
	•	No subsequent Purchase Payments are received.
	•	Withdrawals, each equal to 5% of the Protected Payment Base are taken each Contract Year.
	•	No Automatic Reset or Owner-Elected Reset is assumed during the life of the Rider.



			Protected	Protected
Contract		End of Year	Payment	Payment
Year	Withdrawal	Contract Value	Base	Amount


1	$5,000	$96,489	$100,000	$5,000

2	$5,000	$94,384	$100,000	$5,000

3	$5,000	$92,215	$100,000	$5,000

4	$5,000	$89,982	$100,000	$5,000

5	$5,000	$87,681	$100,000	$5,000

6	$5,000	$85,311	$100,000	$5,000

7	$5,000	$82,871	$100,000	$5,000

8	$5,000	$80,357	$100,000	$5,000

9	$5,000	$77,768	$100,000	$5,000

10	$5,000	$75,101	$100,000	$5,000

11	$5,000	$72,354	$100,000	$5,000

12	$5,000	$69,524	$100,000	$5,000

13	$5,000	$66,610	$100,000	$5,000

14	$5,000	$63,608	$100,000	$5,000

15	$5,000	$60,517	$100,000	$5,000

16	$5,000	$57,332	$100,000	$5,000

17	$5,000	$54,052	$100,000	$5,000

18	$5,000	$50,674	$100,000	$5,000

19	$5,000	$47,194	$100,000	$5,000

20	$5,000	$43,610	$100,000	$5,000

21	$5,000	$39,918	$100,000	$5,000

22	$5,000	$36,115	$100,000	$5,000

23	$5,000	$32,199	$100,000	$5,000

24	$5,000	$28,165	$100,000	$5,000

25	$5,000	$24,010	$100,000	$5,000

26	$5,000	$19,730	$100,000	$5,000

27	$5,000	$15,322	$100,000	$5,000

28	$5,000	$10,782	$100,000	$5,000

29	$5,000	$6,105	$100,000	$5,000

30	$5,000	$1,288	$100,000	$5,000

31	$5,000	$0	$100,000	$5,000

32	$5,000	$0	$100,000	$5,000

33	$5,000	$0	$100,000	$5,000

34	$5,000	$0	$100,000	$5,000

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


	•	Protected Payment Base = Initial Purchase Payment = $100,000
	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000

Because the amount of each withdrawal does not exceed the Protected Payment Amount immediately prior to the withdrawal ($5,000), the Protected Payment Base remains unchanged.

Withdrawals of 5% of the Protected Payment Base will continue to be paid each year (even after the Contract Value has been reduced to zero) until the date of death of an Owner or the date of death of the sole surviving Annuitant (death of any Annuitant for Non-Natural Owners), whichever occurs first.

Example #7 – Lifetime Income.

This example applies to CoreIncome Advantage 5 (Joint) only.

The values shown below are based on the following assumptions:


	•	Initial Purchase Payment = $100,000
	•	Rider Effective Date = Contract Date
	•	All Designated Lives are 64 years old.
	•	No subsequent Purchase Payments are received.
	•	Withdrawals, each equal to 5% of the Protected Payment Base are taken each Contract Year.
	•	No Automatic Reset or Owner-Elected Reset is assumed during the life of the Rider.
	•	All Designated Lives remain eligible for lifetime income benefits while the Rider is in effect.



				Protected	Protected
Contract		End of Year	Annual	Payment	Payment
Year	Withdrawal	Contract Value	Credit	Base	Amount


1	$5,000	$96,489	$0	$100,000	$5,000

2	$5,000	$94,384	$0	$100,000	$5,000

3	$5,000	$92,215	$0	$100,000	$5,000

4	$5,000	$89,982	$0	$100,000	$5,000

5	$5,000	$87,681	$0	$100,000	$5,000

6	$5,000	$85,311	$0	$100,000	$5,000

7	$5,000	$82,871	$0	$100,000	$5,000

8	$5,000	$80,357	$0	$100,000	$5,000

9	$5,000	$77,768	$0	$100,000	$5,000

10	$5,000	$75,101	$0	$100,000	$5,000

11	$5,000	$72,354	$0	$100,000	$5,000

12	$5,000	$69,524	$0	$100,000	$5,000

13	$5,000	$66,610	$0	$100,000	$5,000

Activity (Death of first Designated Life) 14	$5,000	$63,608	$0	$100,000	$5,000

15	$5,000	$60,517	$0	$100,000	$5,000

16	$5,000	$57,332	$0	$100,000	$5,000

17	$5,000	$54,052	$0	$100,000	$5,000

18	$5,000	$50,674	$0	$100,000	$5,000

19	$5,000	$47,194	$0	$100,000	$5,000

20	$5,000	$43,610	$0	$100,000	$5,000

21	$5,000	$39,918	$0	$100,000	$5,000

22	$5,000	$36,115	$0	$100,000	$5,000

23	$5,000	$32,199	$0	$100,000	$5,000

24	$5,000	$28,165	$0	$100,000	$5,000

25	$5,000	$24,010	$0	$100,000	$5,000

26	$5,000	$19,730	$0	$100,000	$5,000

27	$5,000	$15,322	$0	$100,000	$5,000

28	$5,000	$10,782	$0	$100,000	$5,000

29	$5,000	$6,105	$0	$100,000	$5,000

30	$5,000	$1,288	$0	$100,000	$5,000

31	$5,000	$0	$0	$100,000	$5,000

32	$5,000	$0	$0	$100,000	$5,000

33	$5,000	$0	$0	$100,000	$5,000

34	$5,000	$0	$0	$100,000	$5,000

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


	•	Protected Payment Base = Initial Purchase Payment = $100,000
	•	Protected Payment Amount = 5% of Protected Payment Base = $5,000

Because the amount of each withdrawal does not exceed the Protected Payment Amount immediately prior to the withdrawal ($5,000), the Protected Payment Base remains unchanged.

During Contract Year 13, the death of the first Designated Life occurred. Withdrawals of the Protected Payment Amount (5% of the Protected Payment Base) will continue to be paid each year (even after the Contract Value was reduced to zero) until the Rider terminates.

If there was a change in Owner, Beneficiary or marital status prior to the death of the first Designated Life that resulted in the surviving Designated Life (spouse) to become ineligible for lifetime income benefits, then the lifetime income benefits under the Rider would not continue for the surviving Designated Life and the Rider would terminate upon the death of the first Designated Life.

Example #8 – Early Withdrawals.

The values shown below are based on the following assumptions:


	•	Initial Purchase Payment = $100,000
	•	Rider Effective Date = Contract Date
	•	The oldest Owner (youngest Annuitant in the case of a Non-Natural Owner; youngest Designated Life for Joint) is 59 years old.
	•	A subsequent Purchase Payment of $100,000 is received during Contract Year 1.
	•	A withdrawal greater than the Protected Payment Amount is taken during Contract Year 2.
	•	Automatic Resets at Beginning of Contract Years 2, 3 and 4.
	•	Each Contract Anniversary referenced in the table represents the first day of the applicable Contract Year.



				Protected	Protected
	Purchase		Contract	Payment	Payment
	Payment	Withdrawal	Value	Base	Amount


Rider Effective Date	$100,000		$100,000	$100,000	$0

Activity	$100,000		$200,000	$200,000	$0

Year 2 Contract Anniversary	(Prior to Automatic Reset)		$207,000	$200,000	$0

Year 2 Contract Anniversary	(After Automatic Reset)		$207,000	$207,000	$0

Activity		$25,000	$196,490	$182,000	$0

Year 3 Contract Anniversary	(Prior to Automatic Reset)		$196,490	$182,000	$0

Year 3 Contract Anniversary	(After Automatic Reset)		$196,490	$196,490	$0

Year 4 Contract Anniversary	(Prior to Automatic Reset)		$205,000	$196,490	$0

Year 4 Contract Anniversary	(After Automatic Reset)		$205,000	$205,000	$10,250

Because the $25,000 withdrawal during Contract Year 2 exceeds the Protected Payment Amount immediately prior to the withdrawal ($25,000 > $0), the Protected Payment Base immediately after the withdrawal is reduced.

The Values shown below are based on the following assumptions immediately before the excess withdrawal:


	•	Contract Value = $221,490
	•	Protected Payment Base = $207,000
	•	No withdrawals were taken prior to the excess withdrawal

A withdrawal of $25,000 was taken, which exceeds the Protected Payment Amount of $0 for the Contract Year. The Protected Payment Base will be reduced based on the following calculation:

First, determine the early withdrawal amount. The early withdrawal amount is the total withdrawal amount ($25,000).

Second, determine the ratio for the proportionate reduction. The ratio is the early withdrawal amount divided by the Contract Value prior to the withdrawal. The Contract Value prior to the withdrawal was $221,490, which equals the $196,490 after the withdrawal plus the $25,000 withdrawal amount. Numerically, the ratio is 11.29% ($25,000 ¸ $221,490 = 0.1129 or 11.29%).

Third, determine the new Protected Payment Base. The Protected Payment Base is reduced either on a proportionate basis or by the total withdrawal amount, whichever results in the lower Protected Payment Base.

To determine the proportionate reduction, the Protected Payment Base is multiplied by 1 less the ratio determined above. Numerically, the new Protected Payment Base is $183,630 (Protected Payment Base × (1 − ratio); $207,000 × (1 − 11.29%); $207,000 × 88.71% = $183,630).

To determine the total withdrawal amount reduction, the Protected Payment Base is reduced by the total withdrawal amount. Numerically, after the Protected Payment Base is reduced by the total withdrawal amount, the new Protected Payment Base is $182,000 (Protected Payment Base − total withdrawal amount; $207,000 − $25,000 = $182,000).

Therefore, since $182,000 (total withdrawal amount method) is less than $183,630 (proportionate method) the new Protected Payment Base is $182,000.

At Year 3 Contract Anniversary, since the Protected Payment Base was less than the Contract Value on that Contract Anniversary (see balances at Year 3 Contract Anniversary – Prior to Automatic Reset), an Automatic Reset occurred which resets the Protected Payment Base to an amount equal to 100% of the Contract Value (see balances at Year 3 Contract Anniversary – After Automatic Reset). The Protected Payment Amount remains at $0 since the oldest Owner (youngest Annuitant for Non-Natural Owners; youngest Designated Life for Joint) has not reached age 62.

At Year 4 Contract Anniversary, since the Protected Payment Base was less than the Contract Value on that Contract Anniversary (see balances at Year 4 Contract Anniversary – Prior to Automatic Reset), an Automatic Reset occurred which resets the Protected Payment Base to an amount equal to 100% of the Contract Value (see balances at Year 4 Contract Anniversary – After Automatic Reset). The Protected Payment Amount is set to $10,250 (5% × $205,000) since the oldest Owner (youngest Annuitant for Non-Natural Owners; youngest Designated Life for Joint) reached age 62.

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, 2009 and for each of the periods presented which are incorporated by reference from the 2009 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
     Report of Independent Registered Public Accounting Firm

(2) Depositor’s Financial Statements

Audited Consolidated Financial Statements dated as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, 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.²

II-1


2.	Not applicable

3.	(a)	Distribution Agreement between Pacific Life Insurance Company (formerly Pacific Mutual Life Insurance Company) and Pacific Select Distributors, Inc. (“PSD”)(formerly Pacific Equities Network)¹

	(b)	Form of Selling Agreement between Pacific Life, PSD and Various Broker Dealers¹¹


4.	(a)	Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-1130)¹²


	(b)	(1) 403(b) Tax-Sheltered Annuity Rider (Form No. 20-15200)¹²

		(2) 403(b) Tax-Sheltered Annuity Rider (Form No. 20-1156)¹⁸


	(c)	Section 457 Plan Rider (Form No. 24-123799)¹²

	(d)	Individual Retirement Annuity Rider (Form No. 20-18900)⁵

	(e)	Roth Individual Retirement Annuity Rider (Form No. 20-19000)⁵

	(f)	SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100)⁵

	(g)	Qualified Retirement Plan Rider (Form No. 20-14200)¹²

	(h)	Guaranteed Earnings Enhancement (EEG) Rider (Form No. 20-14900)³


	(i)	Guaranteed Protection Advantage 5 Rider (Form No. 20-19600)⁷



	(j)	(1)	Income Access Rider (Form No. 20-1104)⁷


		(2)	Income Access Endorsement (Form No. 15-1122)¹⁰



		(3)	Excess Withdrawal Endorsement (Form No. 15-1152C)¹⁷




	(k)	DCA Plus Fixed Option Rider (Form No. 20-1103)⁶


	(l)	Guaranteed Income Annuity Rider (Form No. 20-1118)⁸

	(m)	Stepped-Up Death Benefit Rider (Form No. 20-1117)⁸


	(n)	(1)	5% Guaranteed Withdrawal Benefit Rider (Form No. 20-1131)¹³



		(2)	Excess Withdrawal Endorsement (Form No. 15-1152)¹⁷



	(o)	(1)	Joint Life 5% Guaranteed Withdrawal Benefit Rider (Form No. 20-1135)¹⁴



		(2)	Excess Withdrawal Endorsement (Form No. 15-1152B)¹⁷



	(p)	Guaranteed Protection Advantage 3 Rider (Form No. 20-1145)¹⁵


	(q)	(1)	Guaranteed Withdrawal Benefit II Rider (Form No. 20-1146)¹⁵



		(2)	Excess Withdrawal Endorsement (Form No. 15-1152)¹⁷



	(r)	Guaranteed Withdrawal Benefit III Rider (Form No. 20-1153)¹⁷



	(s)	Guaranteed Withdrawal Benefit Rider (Form No. 20-1154)¹⁷



	(t)	Joint Life Guaranteed Withdrawal Benefit Rider (Form No. 20-1155)¹⁷



	(u)	Core Withdrawal Benefit Rider (Form No. 20-1162)¹⁹



	(v)	Guaranteed Withdrawal Benefit IV Rider (Form No. 20-1176)²⁰



	(w)	Core Withdrawal Benefit II Rider (Form No. 20-1178)²¹


	(x)	Guaranteed Withdrawal Benefit V Rider — Single Life (Form No. ICC 10:20-1194)



	(y)	Guaranteed Withdrawal Benefit V Rider — Joint Life (Form No. ICC 10:20-1195)





5.	(a)	Variable Annuity Application. (Form No. 25-1130)¹²


	(b)	Portfolio Optimization Enrollment/Rider Request Form (Form No. 2150-6B)¹¹

6.	(a)	Pacific Life’s Articles of Incorporation²

	(b)	By-laws of Pacific Life²

	(c)	Pacific Life’s Restated Articles of Incorporation¹¹

	(d)	By-laws of Pacific Life As Amended September 1, 2005¹¹

7.	Form of Reinsurance Agreement¹⁶

8.	(a)	Pacific Select Fund Participation Agreement⁴

	(b)	Fund Participation Agreement Between Pacific Life Insurance Company, Pacific Select
		Distributions, Inc., American Funds Insurance Series, American Funds Distributors,
		and Capital Research and Management Company⁹

	(c)	Form of Exhibit B to the Pacific Select Fund Participation Agreement (to add International Small-Cap and Diversified Bond)¹¹

	(d)	Form of AllianceBernstein Variable Products Series Fund, Inc. Participation Agreement¹⁷

	(e)	Form of BlackRock Variable Series Fund, Inc. Participation Agreement¹⁷



		(1) Amendment to Participation Agreement²¹



	(f)	Form of Franklin Templeton Variable Insurance Products Trust Participation Agreement¹⁷



		(1) First Amendment to Participation Agreement²¹



	(g)	Form of AllianceBernstein Investments, Inc. Administrative Services Agreement¹⁷

	(h)	Form of BlackRock Distributors, Inc. Administrative Services Agreement¹⁷



		(1) Amendment to Administrative Services Agreement²¹



	(i)	Form of Franklin Templeton Services, LLC Administrative Services Agreement¹⁷



		(1) First Amendment to Administrative Services Agreement²¹



	(j)	Form of AIM Variable Insurance Funds Participation Agreement¹⁸



	(k)	Form of Invesco Aim Distributors, Inc. Distribution Services Agreement¹⁸



	(l)	Form of Invesco Aim Advisors, Inc. Administrative Services Agreement¹⁸



	(m)	Form of GE Investments Funds, Inc. Participation Agreement¹⁸





		(1) Amendment to Participation Agreement²¹





	(n)	Form of GE Investment Distributors, Inc. Distribution and Services Agreement (Amended and Restated)²¹




	(o)	Form of Van Kampen Life Investment Trust Participation Agreement¹⁸



	(p)	Form of Van Kampen Funds, Inc. Shareholder Service Agreement¹⁸



	(q)	Form of Van Kampen Asset Management Administrative Services Letter Agreement¹⁸



	(r)	Form of GE Investments Funds, Inc. Investor Services Agreement²¹





		(1) First Amendment to Investor Services Agreement²¹





	(s)	Form of PIMCO Variable Insurance Trust Participation Agreement²¹




	(t)	Form of Allianz Global Investors Distributors LLC Selling Agreement²¹




	(u)	Form of PIMCO LLC Services Agreement²¹



9.	Opinion and Consent of legal officer of Pacific Life Insurance Company as to the legality of Contracts being registered¹².

II-2






10.		Consent of Independent Registered Public Accounting Firm and Consent of Independent Auditors²¹




11.		Not applicable

12.		Not applicable





13.		Powers of Attorney²²

¹		Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0000898430-96-001377 filed on April 19, 1996, and incorporated by reference herein.

²		Included in Registrant’s Form N-4, File No. 33-88460, Accession No. 0001017062-98-000945 filed on April 29, 1998, and incorporated by reference herein.

³		Included in Registrant’s Form N-4/A, File No. 33-88460, Accession No. 0001017062-01-000459 filed on March 2, 2001, and incorporated by reference herein.

⁴		Included in Registrant’s Form N-4/A, File No. 33-88460, Accession No. 0001017062-01-500083 filed on April 25, 2001, and incorporated by reference herein.

⁵		Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001017062-02-002150 filed on December 19, 2002, and incorporated by reference herein.

⁶		Included in Registrant’s Form N-4/A, File No. 033-88460, Accession No. 0001193125-03-099259 filed on December 24, 2003, and incorporated by reference herein.

⁷		Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0001193125-04-031337 filed on February 27, 2004, and incorporated by reference herein.

⁸		Included in Registrant’s Form N-4/A, File No. 033-88460, Accession No. 0000892569-04-000888 filed on October 15, 2004, and incorporated by reference herein.

⁹		Included in Registrant’s Form N-4/B, File No. 333-93059, as Exhibit 8(e), Accession No. 0000892569-05-000253 filed on April 19, 2005, and incorporated by reference herein.

¹⁰		Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0000892569-05-000440 filed on June 15, 2005, and incorporated by reference herein.


¹¹		Included in Registrant’s Form N-4/B, File No. 033-88460, Accession No. 0000892569-06-000528 filed on April 18, 2006, and incorporated by reference herein.


¹²		Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-06-000999 filed on August 14, 2006, and incorporated by reference herein.



¹³		Included in Registrant’s Form N-4, File No. 333-136597, Accession No. 0000892569-06-001482 filed on December 20, 2006, and incorporated by reference herein.


¹⁴		Included in Registrant’s Form N-4/A, File No. 333-136597, Accession No. 0000892569-07-000095 filed on February 9, 2007, and incorporated by reference herein.


¹⁵		Included in Registrant’s Form N-4/A, File No. 333-141135, Accession No. 0000892569-07-001521 filed on December 12, 2007, and incorporated by reference herein.


¹⁶		Included in Registrant’s Form N-4/B, File No. 333-136597, Accession No. 0000892569-08-000624 filed on April 22, 2008, and incorporated by reference herein.


¹⁷		Included in Registrant’s Form N-4/A, File No. 333-136597, Accession No. 0000892569-08-000961 filed on July 2, 2008, and incorporated by reference herein.



¹⁸		Included in Registrant’s Form N-4/B, File No. 333-136597, Accession No. 0000892569-08-001559 filed on December 4, 2008, and incorporated by reference herein.




¹⁹		Included in Registrant’s Form N-4/A, File No. 333-136597, Accession No. 0000892569-09-000061 filed on February 9, 2009, and incorporated by reference herein.





²⁰		Included in Registrant’s Form N-4/A, File No. 333-136597, Accession No. 0000950123-09-050719 filed on October 16, 2009, and incorporated by reference herein.




²¹		Included in Registrant’s Form N-4/B, File No. 333-136597, Accession No. 0000950123-10-036152 filed on April 20, 2010, and incorporated by reference herein.




²²		Included in Registrant’s Form N-4/B, File No. 333-136597, Accession No. 0000950123-10-086772 filed on September 17, 2010, and incorporated by reference herein.

Item 25. Directors and Officers of Pacific Life



		Positions and Offices
Name and Address		with Pacific Life
James T. Morris		Director, Chairman, President and Chief Executive Officer
Khanh T. Tran		Director, Executive Vice President and Chief Financial Officer

Sharon A. Cheever		Director, Senior Vice President and General Counsel

Audrey L. Milfs		Director, Vice President and Secretary

Edward R. Byrd		Senior Vice President and Chief Accounting Officer


Brian D. Klemens		Vice President and Controller


Dewey P. Bushaw		Executive Vice President

Denis P. Kalscheur		Senior Vice President and Treasurer

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 is a Nebraska Stock Life Insurance Company wholly-owned by Pacific LifeCorp (a Delaware Stock Holding Company), which is, in turn, 100% owned by Pacific Mutual Holding Company (a Nebraska Mutual Insurance Holding Company).

PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES
LEGAL STRUCTURE


	Jurisdiction of	Percentage of
	Incorporation or	Ownership by its
	Organization	Immediate Parent
Pacific Mutual Holding Company	Nebraska
Pacific LifeCorp	Delaware		100
Pacific Life Insurance Company	Nebraska		100
Pacific Life & Annuity Company	Arizona		100
Pacific Select Distributors, Inc.	California		100
Pacific Select, LLC	Delaware		100
Pacific Asset Holding LLC	Delaware		100
Pacific TriGuard Partners LLC #	Delaware		100
Grayhawk Golf Holdings, LLC	Delaware		95
Grayhawk Golf L.L.C.	Arizona		100
Las Vegas Golf I, LLC	Delaware		100
Angel Park Golf, LLC	Nevada		100
CW Atlanta, LLC	Delaware		100
City Walk Towers, LLC	Delaware		100
Kierland One, LLC	Delaware		100
Kinzie Member, LLC	Delaware		100
Parcel B Owner LLC	Delaware		88
Kinzie Parcel A Member, LLC	Delaware		100
Parcel A Owner LLC	Delaware		90
PL/KBS Fund Member, LLC	Delaware		100
KBS/PL Properties, L.P. #	Delaware		99.9
Wildflower Member, LLC	Delaware		100
Epoch-Wildflower, LLC	Florida		99
Santa Rosa, LLC	Delaware		100
Confederation Life Insurance and Annuity Company	Georgia		100
Pacific Life Fund Advisors LLC +	Delaware		100
Pacific Alliance Reinsurance Company of Vermont	Vermont		100
Pacific Mezzanine Associates L.L.C.	Delaware		67
Pacific Mezzanine Investors L.L.C. #	Delaware		100
Aviation Capital Group Corp.	Delaware		100
ACG Acquisition Corporation V	Delaware		100
ACG Acquisition 41 LLC	Delaware		100
ACG Acquisition 42 LLC	Delaware		100
ACG Acquisition 4063 LLC	Delaware		100
ACG Acquisition 4084 LLC	Delaware		100
ACG International Ltd.	Bermuda		100
ACG Acquisition Ireland III Limited	Ireland		100
ACG Acquisition Ireland IV Ltd.	Ireland		100
ACG Acquisition Ireland V Ltd.	Ireland		100
ACG Investment Capital Partners LLC	Delaware		50
Aviation Capital Group Singapore Pte. Ltd.	Singapore		100
ACG Capital Partners Singapore Pte. Ltd.	Singapore		50
ACG Acquisition VI LLC	Nevada		50
ACG Acquisition XIX LLC	Delaware		20
ACG XIX Holding LLC	Delaware		100
Aviation Capital Group Trust	Delaware		100
ACG Acquisition XV LLC	Delaware		100
ACG Acquisition XX LLC	Delaware		100
ACG Acquisition (Bermuda) Ltd.	Bermuda		100
ACG Acquisition Ireland Limited	Ireland		100
ACG Acquisition Labuan Ltd.	Labuan		100
ACG Acquisitions Sweden AB	Sweden		100
ACG Acquisition XXI LLC	Delaware		100
ACG Trust 2004 -1 Holding LLC	Delaware		100
ACG Funding Trust 2004-1	Delaware		100
ACG 2004-1 Bermuda Limited	Bermuda		100
ACG Acquisition 30746 LLC	Delaware		100
ACG Acquisition Ireland 2004-1 Limited	Ireland		100
ACG Trust II Holding LLC	Delaware		100
Aviation Capital Group Trust II	Delaware		100
ACG Acquisition XXV LLC	Delaware		100
ACG Acquisition 37 LLC	Delaware		100
ACG Acquisition 38 LLC	Delaware		100
ACG Acquisition Ireland II Limited	Ireland		100
ACG Acquisition (Bermuda) II Ltd.	Bermuda		100
ACG Acquisition XXIX LLC	Delaware		100
ACG Acquisition XXX LLC	Delaware		100
ACG Acquisition 31 LLC	Delaware		100
ACG Acquisition 32 LLC	Delaware		100
ACG Acquisition 33 LLC	Delaware		100
ACG Acquisition 34 LLC	Delaware		100
ACG Acquisition 36 LLC	Delaware		100
ACG Acquisition 39 LLC	Delaware		100
ACGFS LLC	Delaware		100
ACG Acquisition 35 LLC	Delaware		100
Boullioun Aviation Services Inc.	Washington		100
Boullioun Aviation Services (International) Inc.	Washington		100
Boullioun Aircraft Holding Company, Inc.	Washington		100
Boullioun Portfolio Finance III LLC	Nevada		100
ACG Funding 2005-1 Holding LLC	Delaware		100
ACG Funding Trust 2005-1	Delaware		100
ACG III Holding LLC	Delaware		100
ACG Trust III	Delaware		100
RAIN I LLC	Delaware		100
RAIN II LLC	Delaware		100
RAIN III LLC	Delaware		100
RAIN IV LLC	Delaware		100
RAIN V LLC	Delaware		100
RAIN VI LLC	Delaware		100
RAIN VII LLC	Delaware		100
RAIN VIII LLC	Delaware		100
ACG Acquisition 169 LLC	Delaware		100
ACG Acquisition 30271 LLC	Delaware		100
ACG Acquisition 30286 LLC	Delaware		100
ACG Acquisition 30744 LLC	Delaware		100
ACG Acquisition 30745 LLC	Delaware		100
ACG Acquisition 30289 LLC	Delaware		100
ACG Acquisition 30293 LLC	Delaware		100
ACG Acquisition 1176 LLC	Delaware		100
0168 Statutory Trust	Connecticut		100
0179 Statutory Trust	Connecticut		100
Bellevue Aircraft Leasing Limited	Ireland		100
Rainier Aircraft Leasing (Ireland) Limited	Ireland		100
ACG Acquisition (Cyprus) Ltd.	Cyprus		100
ACG Acquisition (Bermuda) III Ltd.	Bermuda		100
ACG 2006-ECA LLC	Delaware		100
ACG Acquisition 2692 LLC	Delaware		100
ACG ECA-2006 Ireland Limited	Ireland		100
ACG Acquisition 2987 LLC	Delaware		100
ACG Acquisition 3141 LLC	Delaware		100
ACG Acquisition Aruba NV	Aruba		100
ACG Trust 2006-1 Holding LLC	Delaware		100
ACG Funding Trust 2006-1	Delaware		100
ACG Capital Partners LLC	Delaware		50
Bellevue Coastal Leasing LLC	Washington		100
ACG Capital Partners Ireland Limited	Ireland		100
ACG Acquisition 30288 LLC	Delaware		100
ACGCP Acquisition 979 LLC	Delaware		100
ACG Trust 2009-1 Holding LLC	Delaware		100
ACG Funding Trust 2009-1	Delaware		100
College Savings Bank	New Jersey		100
Pacific Asset Funding, LLC	Delaware		100
PL Trading Company, LLC	Delaware		100
Pacific Life Trade Services, Limited	Hong Kong		100
Pacific Life & Annuity Services, Inc.	Colorado		100
Bella Sera Holdings, LLC	Delaware		100
Pacific Life Re Holdings LLC	Delaware		100
Pacific Life Re Holdings Limited	U.K.		100
Pacific Life Re Services Limited	U.K.		100
Pacific Life Re Limited	U.K.		100
Pacific Alliance Reinsurance Ltd.	Bermuda		100


#		Abbreviated structure

+		A Division of Pacific Life Fund Advisors LLC does business as Pacific Asset Management

Item 27. Number of Contractholders





Pacific Voyages - Approximately	31,587	Qualified





	18,323	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 or alleged 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 and Agency (Selling Entities) provides substantially as follows:

Pacific Life and PSD agree to indemnify and hold harmless Selling Entities, their officers, directors, agents and employees, against any and all losses, claims, damages, or liabilities to which they may become subject under the Securities Act, the Exchange Act, the Investment Company Act of 1940, 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 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 Securities Act, or any prospectus included as a part thereof, as from time to time amended and supplemented, or in any advertisement or sales literature provided by Pacific Life and PSD.

II-5

Selling Entities agree to, jointly and severally, hold harmless and indemnify Pacific Life and PSD and any of their respective affiliates, employees, officers, agents and directors (collectively, “Indemnified Persons”) against any and all claims, liabilities and expenses (including, without limitation, losses occasioned by any rescission of any Contract pursuant to a “free look” provision or by any return of initial purchase payment in connection with an incomplete application), including, without limitation, reasonable attorneys’ fees and expenses and any loss attributable to the investment experience under a Contract, that any Indemnified Person may incur from liabilities resulting or arising out of or based upon (a) any untrue or alleged untrue statement other than statements contained in the registration statement or prospectus relating to any Contract, (b) (i) any inaccurate or misleading, or allegedly inaccurate or misleading sales material used in connection with any marketing or solicitation relating to any Contract, other than sales material provided preprinted by Pacific Life or PSD, and (ii) any use of any sales material that either has not been specifically approved in writing by Pacific Life or PSD or that, although previously approved in writing by Pacific Life or PSD, has been disapproved, in writing by either of them, for further use, or (c) any act or omission of a Subagent, director, officer or employee of Selling Entities, including, without limitation, any failure of Selling Entities or any Subagent to be registered as required as a broker/dealer under the 1934 Act, or licensed in accordance with the rules of any applicable SRO or insurance regulator.

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, COLI IV Separate Account, COLI V Separate Account, Separate Account A of Pacific Life & Annuity Company, Pacific Select Exec Separate Account of Pacific Life & Annuity Company, Separate Account I of Pacific Life Insurance Company, Separate Account I 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.

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. 20 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 27^th day of October, 2010.


		SEPARATE ACCOUNT A
				(Registrant)

		By:		PACIFIC LIFE INSURANCE COMPANY


		By:

				James T. Morris*
				Director, Chairman, President and Chief Executive Officer


		By:		PACIFIC LIFE INSURANCE COMPANY (Depositor)


		By:

				James T. Morris*
				Director, Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, Post-Effective Amendment No. 20 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:



Signature	Title	Date

James T. Morris*	Director, Chairman, President and Chief Executive Officer	October 27, 2010
Khanh T. Tran*	Director, Executive Vice President and Chief Financial Officer	October 27, 2010
Sharon A. Cheever*	Director, Senior Vice President and General Counsel	October 27, 2010
Audrey L. Milfs*	Director, Vice President and Secretary	October 27, 2010
Edward R. Byrd*	Senior Vice President and Chief Accounting Officer	October 27, 2010
Brian D. Klemens*	Vice President and Controller	October 27, 2010
Dewey P. Bushaw*	Executive Vice President	October 27, 2010


Denis P. Kalscheur*	Senior Vice President and Treasurer	October 27, 2010



*By:	/s/ SHARON A. CHEEVER	October 27, 2010

	Sharon A. Cheever as attorney-in-fact

(Powers of Attorney are contained in Post-Effective Amendment No. 19 of the Registration Statement filed on Form N-4 for Separate Account A, File No. 333-136597, Accession No. 0000950123-10-086772, filed on September 17, 2010, as Exhibit 13).

EX-99.4(X) 2 a57548exv99w4xxy.htm EX-99.4(X) exv99w4xxy

Exhibit (x)


		Pacific Life Insurance Company [700 Newport Center Drive Newport Beach, CA 92660 (800) 722-4448]

GUARANTEED WITHDRAWAL BENEFIT V RIDER — SINGLE LIFE

Pacific Life Insurance Company, a stock company, (hereinafter referred to as “we”, “us”, “our”, and the “Company”) has issued this guaranteed minimum withdrawal benefit 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 purpose of the guaranteed living benefit provided under this Rider is to provide security through a stream of monthly income payments to the Owner. This Rider will terminate upon assignment or a change in ownership of the contract unless the new assignee or Owner meets the qualifications specified in the Termination of Rider provision.

TABLE OF CONTENTS


	Page
Definition of Terms		2
Guaranteed Withdrawal Benefit V Rider — Single Life		2
Annual Charge		3
Change in Annual Charge		3
Initial Values		3
Subsequent Purchase Payments		3
Limitation on Subsequent Purchase Payments		3
Withdrawal of Protected Payment Amount		4
Withdrawals Exceeding Protected Payment Amount		4
Withdrawals Taken Prior to Age [62]		4
Withdrawals to Satisfy Required Minimum Distribution		4
Depletion of Contract Value		5
Automatic Reset		5
Automatic Reset — Opt-Out Election		5
Automatic Reset — Future Participation		5
Owner-Elected Resets (Non-Automatic)		5
Application of Rider Provisions		6
Annuitization		6
Termination of Rider		6
Rider Effective Date		7
Sample Calculations		8
Appendix A — Summary of Investment Allocation Requirements
Investment Allocation Requirements		11
Portfolio Optimization Models		11
Custom Models		13
Asset Allocation Strategies		13
Purchase Payment Allocations		14
Change of Investment Option Programs		14
Termination of Investment Option Programs		14

ICC10:20-1194

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:

Annual RMD Amount — The amount required to be distributed each Calendar Year for purposes of satisfying the minimum distribution requirements of Internal Revenue Code Section 401(a)(9) and related Code provisions in effect on the Rider Effective Date.

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

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is age [61] or younger, the Protected Payment Amount on any day after the Rider Effective Date is equal to zero ($0).

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is age [62] or older, the Protected Payment Amount on any day after the Rider Effective Date is equal to [5.0%] multiplied by the Protected Payment Base as of that day, less cumulative withdrawals during that Contract Year. However, withdrawals made after a Contract Anniversary in the Contract Year prior to the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) reaching age [62] will not reduce the Protected Payment Amount that is calculated during that Contract Year.

The Protected Payment Amount will never be less than zero. Any Protected Payment Amount that is not withdrawn during a Contract Year may not be withdrawn in a subsequent contract year. Upon telephone or written request we will provide you with the Protected Payment Amount as of that day.

Protected Payment Base — An amount used to determine the Protected Payment Amount. The Protected Payment Base will never be less than zero and will remain unchanged except as otherwise described under the provisions of this Rider. THE PROTECTED PAYMENT BASE CANNOT BE WITHDRAWAN AS A LUMP SUM AND IS NOT PAYABLE AS A DEATH BENEFIT.

Quarterly Rider Anniversary — Every three month anniversary of the Rider Effective Date.

Reset Date — Any Contract Anniversary after the Rider Effective Date on which an Automatic Reset or an Owner-Elected Reset occurs.

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.

Guaranteed Withdrawal Benefit V Rider — Single Life — You have purchased a Guaranteed Withdrawal Benefit V Rider — Single Life. Subject to the terms and conditions described herein, this Rider:

	(a)		allows for withdrawals up to the Protected Payment Amount without any adjustment to the Protected Payment Base, regardless of market performance, until the Rider terminates as specified in the Termination of Rider provision of this Rider;

	(b)		allows for withdrawals for purposes of satisfying the minimum distribution requirements of Internal Revenue Code Section 401(a)(9) and related Code provisions in effect on the Rider Effective Date, regardless of the amount, without any adjustment to the Protected Payment Base, subject to certain conditions as described herein;

	(c)		provides for Automatic Annual Resets or Owner-Elected Resets of the Protected Payment Base.

This Rider may be purchased and added to the Contract on the Contract Issue Date or Contract Anniversary, if available, provided that on the Rider Effective Date: (a) the age of each Annuitant is [85] years or younger; (b) the Contract is not issued as an Inherited IRA, Inherited Roth IRA, or Inherited TSA; and (c) the entire Contract Value is invested according to the investment allocation requirements applicable to this Rider. Please refer to Appendix A attached to this Rider. You will be notified in writing if we change these investment allocation requirements in the future.

ICC10:20-1194

We will provide you with an annual report that lists the Protected Payment Amount and Protected Payment Base.

Annual Charge — An annual charge for expenses related to this Rider will be deducted on a quarterly basis. The annual charge is equal to [0.65%] ([0.1625%] quarterly) and will not exceed a maximum annual charge percentage of [1.50%] ([0.375%] quarterly).

The charge is deducted, in arrears, on each Quarterly Rider Anniversary that this Rider remains in effect. The charge is equal to the quarterly charge percentage multiplied by the Protected Payment Base on the day the charge is deducted. The charge will be deducted from the variable Investment Options on a proportionate basis relative to the Account Value in each such variable Investment Option. Any portion of the annual charge will not be deducted from the DCA Plus fixed account (if available under the Contract).

The annual charge percentage established on the Rider Effective Date will not change, except as otherwise described in the provisions of this Rider.

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

If the Rider terminates prior to a Quarterly Rider Anniversary, we will prorate the charge. The prorated amount will be based on the Protected Payment Base 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 Quarterly Rider Anniversary immediately following the day the Rider terminates.

We will waive the charge for the current quarter in the following cases:

	(a)		if the Rider terminates as a result of the death of an Owner or sole surviving Annuitant;

	(b)		upon full annuitization of the Contract;

	(c)		after the Contract Value is zero.

Any portion of the annual charge we deduct from any of our fixed-rate General Account Investment 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.

Change in Annual Charge — The annual charge percentage, and corresponding deduction, may change as a result of any automatic reset or Owner-elected reset. 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.

If the Protected Payment Base is never reset, the annual charge percentage established on the Rider Effective Date is guaranteed not to change.

Initial Values — The Protected Payment Base is initially determined on the Rider Effective Date. On the Rider Effective Date, the Protected Payment Base is equal to the Initial Purchase Payment or, if effective on a Contract Anniversary, the Contract Value on that Contract Anniversary.

Subsequent Purchase Payments — Purchase Payments received after the Rider Effective Date will result in an increase in the Protected Payment Base by 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 or after the first (1st) Contract Anniversary, measured from the Rider Effective Date 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.

ICC10:20-1194

For purposes of this Rider, we reserve the right to restrict subsequent Purchase Payments.

Withdrawal of Protected Payment Amount — While this Rider is in effect, you may withdraw up to the Protected Payment Amount without any adjustment to the Protected Payment Base, regardless of market performance, until the Rider terminates as specified in the Termination of Rider provision of this Rider.

If a withdrawal does not exceed the Protected Payment Amount immediately prior to the withdrawal, the Protected Payment Base will remain unchanged.

Withdrawals Exceeding Protected Payment Amount — Except as otherwise provided under the Withdrawals to Satisfy Required Minimum Distribution provision of this Rider, if a withdrawal exceeds the Protected Payment Amount immediately prior to that withdrawal, we will reduce the Protected Payment Base. This adjustment will occur immediately following the withdrawal according to the following calculation:

	(a)		Determine excess withdrawal amount (“A”) where A equals total withdrawal amount minus the Protected Payment Amount immediately prior to the withdrawal;

	(b)		Determine ratio for proportionate reduction (“B”) where B equals A divided by (Contract Value immediately prior to the withdrawal minus Protected Payment Amount immediately prior to the withdrawal);

	(c)		Determine the new Protected Payment Base which equals (Protected Payment Base immediately prior to the withdrawal) multiplied by (1 minus B). The Protected Payment Base will never be less than zero.

WITHDRAWALS EXCEEDING THE PROTECTED PAYMENT AMOUNT COULD REDUCE FUTURE BENEFITS BY MORE THAN THE DOLLAR AMOUNT OF THE WITHDRAWAL.

The amount available for withdrawal under the Contract must be sufficient to support any withdrawal that would otherwise exceed the Protected Payment Amount.

Withdrawals Taken Prior to Age [62] — If a withdrawal is taken and the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is age [61] or younger, we will reduce the Protected Payment Base. This adjustment will occur immediately following the withdrawal according to the following calculation:

	(a)		Determine excess withdrawal amount (“A”) where A equals total withdrawal amount;

	(b)		Determine ratio for proportionate reduction (“B”) where B equals A divided by the Contract Value immediately prior to the withdrawal;

	(c)		Determine the new Protected Payment Base which equals the lesser of:

	1.		The Protected Payment Base immediately prior to the withdrawal multiplied by (1 minus B); or

	2.		The Protected Payment Base immediately prior to the withdrawal minus the total withdrawal amount.

WITHDRAWALS TAKEN PRIOR TO AGE [62] COULD REDUCE FUTURE BENEFITS BY MORE THAN THE DOLLAR AMOUNT OF THE WITHDRAWAL.

Withdrawals to Satisfy Required Minimum Distribution — No adjustment will be made to the Protected Payment Base if a withdrawal made under this Rider exceeds the Protected Payment Amount immediately prior to the withdrawal, provided that such withdrawal (herein referred to as an “RMD withdrawal”) is for purposes of satisfying the minimum distribution requirements of Internal Revenue Code Section 401(a)(9) and related Code provisions in effect on the Rider Effective Date, and further subject to the following:

(a)

you have authorized us to calculate and make periodic distribution of the Annual RMD Amount for the Calendar Year required based on the payment frequency you have chosen;

ICC10:20-1194

	(b)		the Annual RMD Amount is based on this Contract only; and

	(c)		no withdrawals (other than RMD withdrawals) are made from the Contract during the Contract Year.

Depletion of Contract Value — If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) was age [62] or older, and a withdrawal (including an RMD withdrawal) does not exceed the Protected Payment Amount immediately prior to the withdrawal and reduces the Contract Value to zero, the following will apply:

	(a)		the Protected Payment Amount will be paid each year until the day of the first death of an Owner or the date of death of the sole surviving Annuitant. The payments will be made under a series of pre-authorized withdrawals under a payment frequency, as elected by the Owner, but no less frequently than annually;

	(b)		no additional Purchase Payments will be accepted under the Contract;

	(c)		the Contract will cease to provide any death benefit.

If the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) was age [61] or younger, and a withdrawal (including an RMD withdrawal) reduces the Contract Value to zero, the following will apply:

(a)

this Rider will terminate.

Automatic Reset — On each Contract Anniversary while this Rider is in effect and before the Annuity Date, we will automatically reset the Protected Payment Base if the Protected Payment Base is less than the Contract Value on that Contract Anniversary.

The Protected Payment Base will be reset to an amount equal to 100% of the Contract Value.

The annual charge percentage may change as a result of any automatic reset. (See Change in Annual Charge provision). We will provide you with written confirmation of each automatic reset.

Automatic Reset — Opt-Out Election — If you are within [sixty (60)] days after a Contract Anniversary on which an automatic reset is effective, you have the option to reinstate the Protected Payment Base, Protected Payment Amount, and the annual charge percentage to their respective amounts immediately before the automatic reset.

If you elect this option, your opt-out election must be received, in a form satisfactory to us, at our Service Center within the same [sixty (60)] day period after the Contract Anniversary on which the reset is effective.

Any future automatic resets will continue in effect in accordance with the Automatic Reset provision of this Rider.

Automatic Reset — Future Participation — You may elect not to participate in future automatic resets at any time. Your election must be received, in a form satisfactory to us, at our Service Center, while this Rider is in effect and before the Annuity Date. Such election will be effective for future Contract Anniversaries.

If you previously elected not to participate in automatic resets, you may elect to participate in future automatic resets at any time. Your election to resume participation must be received, in a form satisfactory to us, at our Service Center while this Rider is in effect and before the Annuity Date. Such election will be effective for future Contract Anniversaries as described in the Automatic Reset provision.

Owner-Elected Resets (Non-Automatic) — You may, on any Contract Anniversary after the Rider Effective Date or the most recent Reset Date, whichever is later, elect to reset the Protected Payment Base to an amount equal to 100% of the Contract Value as of that Contract Anniversary. The annual charge percentage may change if you elect this reset option. (See Change in Annual Charge provision).

On each Reset Date we will set the Protected Payment Base to an amount equal to 100% of the Contract Value as of that Reset Date.

ICC10:20-1194

reduction in the Protected Payment Base and Protected Payment Amount. We will provide you with written confirmation of your election.

Application of Rider Provisions — 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. The limitations and restrictions on Purchase Payments and withdrawals, the deduction of quarterly charges and any future reset options available on and after each Reset Date, will again apply and will be measured from that Reset Date.

Annuitization — If you annuitize the Contract at the maximum Annuity Date specified in the Contract and this Rider is still in effect at the time of your election and a Life Only fixed annuity option is chosen, the annuity payments will be equal to the greater of:

	(a)		the Life Only fixed annual payment amount calculated based on the Net Contract Value at the maximum Annuity Date, less any charges for premium taxes and/or other taxes, and the Life Only fixed annuity rates based on the greater of our current income factors in effect for the Contract on the maximum Annuity Date; or our guaranteed income factors; or

	(b)		the Protected Payment Amount in effect at the maximum Annuity Date.

If you annuitize the Contract at any time prior to the maximum Annuity Date specified in the Contract, your annuity payments will be determined in accordance with the terms of the Contract. The Protected Payment Base and Protected Payment Amount under this Rider will not be used in determining any annuity payments.

Termination of 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 the investment allocation requirements applicable to this Rider;

	(b)		the day of the first death of an Owner or the date of death of the sole surviving Annuitant;

	(c)		the day the Contract is terminated in accordance with the provisions of the Contract;

	(d)		the day that the Contract Value is reduced to zero as a result of a withdrawal (except an RMD withdrawal) that exceeds the Protected Payment Amount;

	(e)		the day that the Contract Value is reduced to zero and the oldest Owner (or youngest Annuitant, in the case of a Non-Natural Owner) is age [61] or younger;

			the Annuity Date;

	(f)		the day we are notified of a change in ownership of the Contract, excluding

	(i)		changes in ownership to or from certain trusts; or

	(ii)		adding or removing the Owner’s spouse to the Contract.

This Rider and the Contract will not terminate if the Contract Value is zero and we are making pre-authorized withdrawals of the Protected Payment Amount. In this case, the Rider and Contract will terminate under subparagraph (b) above.

ICC10:20-1194

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 ]

ICC10:20-1194

GUARANTEED WITHDRAWAL BENEFIT V RIDER — SINGLE LIFE

SAMPLE CALCULATIONS — For Illustration Purposes Only

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.

The values shown in Examples 1 through 4 are based on the following assumptions:

	•		Rider purchased at Contract issue by a 64-year old Owner

	•		Automatic resets are shown, if applicable

	•		Investment returns are random

Example 1: Setting of Initial Values

Contract

Protected

Purchase

Withdrawal

Value After

Payment

Contract Year

Payment

Amount

Transaction

Base

Amount

Beginning of Year 1

100,000

5,000

Example 2: Subsequent Purchase Payment


				Contract		Protected		Protected
	Purchase		Withdrawal	Value After		Payment		Payment
Contract Year	Payment		Amount	Transaction		Base		Amount
Beginning of Year 1	$	100,000		$	100,000	$	100,000	$	5,000
Activity	$	100,000		$	202,000	$	200,000	$	10,000
Beginning of Year 2				$	207,000	$	207,000	$	10,350

•

Since a subsequent purchase payment of $100,000 was made in the first Contract Year, the Protected Payment Base is increased by the amount of the purchase payment and the Protected Payment Amount is adjusted to equal 5% of the new Protected Payment Base.

•

An automatic Reset takes place at the beginning of Contract Year 2, since the Contract Value ($207,000) is higher than the Protected Payment Base ($200,000). This resets the Protected Payment Base to $207,000 and the Protected Payment Amount increases to $10,350 (5% x $207,000).

Example 3: Withdrawal of Less than the Protected Payment Amount


					Contract		Protected		Protected
	Purchase		Withdrawal		Value After		Payment		Payment
Contract Year	Payment		Amount		Transaction		Base		Amount
Beginning of Year 1	$	100,000			$	100,000	$	100,000	$	5,000
Activity	$	100,000			$	202,000	$	200,000	$	10,000
Beginning of Year 2					$	207,000	$	207,000	$	10,350
Activity			$	5,000	$	204,000	$	207,000	$	5,350
Beginning of Year 3					$	205,000	$	207,000	$	10,350
Beginning of Year 4					$	215,000	$	215,000	$	10,750

•

Since a withdrawal of less than the Protected Payment Amount takes place in Contract Year 2, the Protected Payment Base remains the same ($207,000) and the Protected Payment Amount is reduced by the amount of the withdrawal.

ICC10:20-1194

•

At the beginning of Contract Year 3, a Reset does not take place since the Contract Value ($205,000) is less than the Protected Payment Base ($207,000). The Protected Payment Base ($207,000) remains the same and the Protected Payment Amount is reset to $10,350 (5% x 207,000).

•

An automatic Reset takes place at the beginning of Contract Year 4, since the Contract Value ($215,000) is higher than the Protected Payment Base ($207,000). This resets the Protected Payment Base to $215,000. Also, the Protected Payment Amount increases to $10,750 (5% x $215,000).

Example 4: Withdrawal Exceeding the Protected Payment Amount


					Contract		Protected		Protected
	Purchase		Withdrawal		Value After		Payment		Payment
Contract Year	Payment		Amount		Transaction		Base		Amount
Beginning of Year 1	$	100,000			$	100,000	$	100,000	$	5,000
Activity	$	100,000			$	202,000	$	200,000	$	10,000
Beginning of Year 2					$	207,000	$	207,000	$	10,350
Activity			$	20,000	$	182,000	$	196,567	$	0
Beginning of Year 3					$	192,000	$	196,567	$	9,828
Beginning of Year 4					$	215,000	$	215,000	$	10,750

•

Due to the non-compliant withdrawal of $20,000 made in Contract Year 2, the Protected Payment Base is reduced to $196,567

	o		A = $9,650 = ($20,000 — $10,350)

	o		B = 0.0504 = $9,650/($202,000 — $10,350)

	o		Protected Payment Base = $196,567 = $207,000 x (1 — 0.0504)

	o		The Protected Payment Amount is reduced to $0 for the remainder of Contract Year 2

	•		At the beginning of Contract Year 3, a Reset does not take place since the Contract Value ($192,000) is less than the Protected Payment Base ($196,567). The Protected Payment Base ($196,567) remains the same and the Protected Payment Amount is reset to $9,828 (5% x 196,567).

	•		An automatic Reset takes place at the beginning of Contract Year 4, since the Contract Value ($215,000) is higher than the Protected Payment Base ($196,567). This resets the Protected Payment Base to $215,000. Also, the Protected Payment Amount increases to $10,750 (5% x $215,000).

The values shown in Example 5 are based on the following assumptions:

	•		Rider purchased at Contract issue by a 58-year old Owner

	•		Automatic resets are shown, if applicable

Example 5: Early Withdrawal


							Contract		Protected		Protected
			Purchase		Withdrawal		Value After		Payment		Payment
Contract Year	Owner Age		Payment		Amount		Transaction		Base		Amount
Beginning of Year 1		58	$	100,000			$	100,000	$	100,000	$	0
Activity			$	100,000			$	202,000	$	200,000	$	0
Beginning of Year 2		59					$	207,000	$	207,000	$	0
Beginning of Year 3		60					$	220,000	$	220,000	$	0
Activity					$	30,000	$	180,000	$	188,562	$	0
Beginning of Year 4		61					$	183,000	$	188,562	$	0
Activity	62^nd Birthday						$	178,000	$	188,562	$	9,428
Beginning of Year 5		62					$	185,000	$	188,562	$	9,428
Beginning of Year 6		63					$	215,000	$	215,000	$	10,750

	•		The Protected Payment Amount is equal to $0 until the Owner reaches age 62.

	•		Due to the early withdrawal of $30,000 made in Contract Year 3, the Protected Payment Base is reduced to $188,562; the Protected Payment Base is reset to the lesser of:

The Protected Payment Base immediately prior to the withdrawal multiplied by (1 minus B);

A = $30,000

ICC10:20-1194

	§		B = 0.1429 = $30,000/$210,000; $210,000 = contract value prior to the $30,000 withdrawal

	§		Protected Payment Base = $188,562 = $220,000 x (1 — 0.1429)

The Protected Payment Base immediately prior to the withdrawal minus the total withdrawal amount.

Protected Payment Base = $190,000 = $220,000 — $30,000

Since $188,562 is less than $190,000, the Protected Payment Base is reduced to $188,562

•

At the beginning of Contract Year 4, a Reset does not take place since the Contract Value ($183,000) is less than the Protected Payment Base ($188,562). The Protected Payment Base ($188,562) remains the same. Also, the Protected Payment Amount remains at $0 since the Owner has not reached age 62.

•

During Contract Year 4, the Owner reaches age 62. At this time, the Protected Payment Amount is set to $9,428 (5.0% x $188,562).

•

At the beginning of Contract Year 5, a Reset does not take place since the Contract Value ($185,000) is less than the Protected Payment Base ($188,562). The Protected Payment Base ($188,562) and Protected Payment Amount ($9,428) remain the same.

•

An automatic Reset takes place at the beginning of Contract Year 6, since the Contract Value ($215,000) is higher than the Protected Payment Base ($188,562). This resets the Protected Payment Base to $215,000. Also, the Protected Payment Amount increases to $10,750 (5% x $215,000).

ICC10:20-1194

APPENDIX A — SUMMARY OF INVESTMENT ALLOCATION REQUIREMENTS

This summary outlines the general features of the investment allocation requirements applicable to this Rider. Details regarding the investment allocation models will be provided to you upon request.

Investment Allocation Requirements — The investment allocation requirements of this Rider consist of several different investment option programs, which are maintained by us for use in combination with certain optional riders that are available with our variable annuity contracts. The investment option programs described herein may change from time to time. To remain up-to-date on any changes made, please see the most recent Prospectus. The investment option programs are asset allocation programs, which consist of the Portfolio Optimization Service, Asset Allocation Strategies, and Custom Models. Asset allocation is the allocation of Purchase Payments or Contract Value among various investment asset classes and involves decisions about which asset classes should be selected and how much of the total Contract Value should be allocated to each asset class. The theory of asset allocation is that diversification among asset classes can help reduce volatility over the long-term. At initial purchase and during the entire time that you own this Rider, you must allocate your entire Contract Value according to the investment allocation requirements applicable to this Rider. You may allocate your Contract Value according to the following requirements:

1)		100% to one allowable Portfolio Optimization model, OR

2)		100% among the allowable Asset Allocation Strategies, OR

3)		100% among allowable investment options part of the Custom Models program.

Currently, the allowable Portfolio Optimization Models, Asset Allocation Strategies, and Custom Models are as follows:


		Custom
Portfolio Optimization Service	Asset Allocation Strategies	Models
[Portfolio Optimization Model A] [Portfolio Optimization Model B] [Portfolio Optimization Model C] [Portfolio Optimization Model D]	[Pacific Dynamix-Conservative Growth Portfolio] [Pacific Dynamix-Moderate Growth Portfolio] [Pacific Dynamix-Growth Portfolio ] [Alliance Bernstein VPS Balanced Wealth Strategy] [BlackRock Global Allocation V.I. Fund] [American Funds^® Asset Allocation] [Franklin Templeton VIP Founding Funds] [GE Investments Total Return Fund] [Invesco Van Kampen V.I. Global Tactical Asset Allocation Fund] [Invesco V.I. Global Multi-Asset Fund] [PIMCO Global Multi-Asset Portfolio]	[Allowable investment options within various asset groups as described in the Custom Models section of this Appendix A.]

1)		Portfolio Optimization Models

		Portfolio Optimization Service — The Portfolio Optimization Service represents five asset allocation models, each comprised of a selected combination of Investment Options. Currently, there are [four (4)] Portfolio Optimization models available for use in combination with certain optional riders with our variable annuity contracts. Asset allocation is a two-step process. First, an analysis is prepared to determine the breakdown of asset classes. Next, after the asset class exposures are known, a determination is made on how each Investment Option can be used to implement the asset class level allocations. The Investment Options are selected by evaluating the asset classes represented by that Investment Option and combining Investment Options to arrive at the desired asset class exposure. Based on this analysis, the Investment Options are selected in a manner intended to optimize returns for each model, given a particular level of risk tolerance. The current models and their asset class exposure are set out below.

ICC10:20-1194


Asset Class Exposure
[Model A			Model B			Model C			Model D]
[Cash Equivalents	7	%	Cash Equivalents	5	%	Cash Equivalents	2	%	Cash Equivalents	0%]
[Fixed Income	73	%	Fixed Income	57	%	Fixed Income	42	%	Fixed Income	25%]
[Domestic Equity	15	%	Domestic Equity	29	%	Domestic Equity	41	%	Domestic Equity	54%]
[International Equity	5	%	International Equity	9	%	International Equity	15	%	International Equity	21%]



Shorter Investment Horizon Lower Risk Less Volatile		Longer Investment Horizon Higher Risk More Volatile

		Rebalancing — If a Portfolio Optimization model is selected for your investments, you can rebalance your Contract Value quarterly, semi-annually, or annually, to maintain the current allocations of your model, since changes in the net asset values of the underlying portfolios in each model will alter your asset allocation over time. This rebalancing option is independent of any other automatic rebalancing as a result of an annual analysis. If you also allocate part of your Purchase Payment or Contract Value to any allowable fixed-rate General Account Investment Option and you elect periodic rebalancing, such amounts will not be considered when rebalancing. Only the Investment Options within your model will be rebalanced.

		Annual Analysis — Each of the Portfolio Optimization models are evaluated annually to assess whether the combination of investment options within each model should be changed to better seek to optimize the potential return for the level of risk tolerance intended for the model. As a result of the periodic analysis, each model may change and investment options may be added to a model (including investment options not currently available), or investment options may be deleted from a model.

		Annual Updates — When your Portfolio Optimization model is updated, we will reallocate your Contract Value (and subsequent Purchase Payments, if applicable) in accordance with any changes to the model you have selected. This means the allocation of your Contract Value, and potentially the investment options in which you are invested, will automatically change and your Contract Value (and subsequent Purchase Payments, if applicable) will be automatically reallocated among the investment options in your updated model (independently of any automatic rebalancing you may have selected). We require that you grant us discretionary investment authority to periodically reallocate your Contract Value (and subsequent Purchase Payments, if applicable) in accordance with the updated version of the Portfolio Optimization Model you have selected.

		Notice of Automatic Updates — We will send you written notice of the updated Portfolio Optimization models at least thirty (30) days in advance of the date we intend the updated version of the model to be effective. You should carefully review these notices. If you wish to accept the changes in your selected model, you will not need to take any action, as your Contract Value (or subsequent Purchase Payments, if applicable) will be reallocated in accordance with the updated model automatically, provided you have granted us discretionary investment authority (see Annual Updates provision of this Appendix A).

		If you do not wish to accept the changes to your selected model, you can change to a different model (see Change of Investment Options Programs provision of this Appendix A), change to a different investment option program, or withdraw from the investment option programs (see Termination of Investment Option Programs provision of this Appendix A).

ICC10:20-1194

2)		Custom Models — The Custom Models program allows you, with the help of your financial professional, to create your own asset allocation model that will comply with the investment allocation requirements applicable to this Rider. You will create your own model using the requirements listed below.

		To create your model, you may select investment options from the available Categories listed in the table below. You must allocate at least [25%] of your Purchase Payment or Contract Value into each one of the available Categories. You may not allocate more than [15%] of your Purchase Payment or Contract Value into any one Investment Option within Category A, B, or C. Category D is optional and you are not required to allocate any part of your Purchase Payment or Contract Value to this Category. If you choose to allocate your Purchase Payment or Contract Value to Category D, you are allowed to allocate more than [15%] to any one Investment Option within Category D. Allocation percentages among the Categories must total [100%]. The model you create will be automatically rebalanced on a quarterly basis.


		Category C —
Category A —		International
Fixed-Income	Category B — Domestic	Equity and Sector
Portfolios	Equity Portfolios	Portfolios	Category D — Asset Allocation Strategies
[Floating Rate Loan Short Duration Bond Cash Management High Yield Bond Managed Bond Inflation Managed Diversified Bond]	[Small-Cap Growth Long/Short Large-Cap Equity Index Mid-Cap Value Small-Cap Index American Funds^® Growth-Income American Funds^® Growth Large-Cap Value Small-Cap Equity Comstock Growth LT Focused 30 Mid-Cap Equity Mid-Cap Growth Small-Cap Value Main Street^® Core Dividend Growth Large-Cap Growth]	[International Value International Small-Cap Technology Health Sciences International Large-Cap Real Estate Emerging Markets]	[Pacific Dynamix-Conservative Growth Portfolio Pacific Dynamix-Moderate Growth Portfolio Pacific Dynamix-Growth Portfolio Alliance Bernstein VPS Balanced Wealth Strategy BlackRock Global Allocation V.I. Fund American Funds^® Asset Allocation Franklin Templeton VIP Founding Funds GE Investments Total Return Fund Invesco Van Kampen V.I. Global Tactical Asset Allocation Fund Invesco V.I. Global Multi-Asset Fund PIMCO Global Multi-Asset Portfolio]

3)		Asset Allocation Strategies. You may allocate your entire Purchase Payment or Contract Value among any of the allowable Asset Allocation Strategies listed below:

		[Pacific Dynamix-Conservative Growth Portfolio Pacific Dynamix-Moderate Growth Portfolio Pacific Dynamix-Growth Portfolio Alliance Bernstein VPS Balanced Wealth Strategy BlackRock Global Allocation V.I. Fund American Funds^® Asset Allocation Franklin Templeton VIP Founding Funds GE Investments Total Return Fund Invesco Van Kampen V.I. Global Tactical Asset Allocation Fund Invesco V.I. Global Multi-Asset Fund PIMCO Global Multi-Asset Portfolio] Allocations among these strategies must total 100%.

ICC10:20-1194

Purchase Payment Allocations — Your Initial Purchase Payment (in the case of a new application) or Contract Value, as applicable, will be allocated to the investment option program you select. Subsequent Purchase Payments, if allowed under the Contract, will also be allocated accordingly, unless you instruct us otherwise in writing.

You may also allocate Purchase Payments to any allowable fixed-rate General Account Investment Option (if available under the Contract) only for purposes of dollar cost averaging (the periodic transfer of amounts) to the investment options within your investment option program. However, amounts transferred from any such allowable fixed-rate General Account Investment Option must be made over a period not to exceed twelve (12) months.

The entire Contract Value must remain invested according to the investment allocation requirements applicable to this Rider to remain in effect. Any portion of a Purchase Payment or Contract Value allocated to an investment option that does not comply with the investment allocation requirements applicable to this Rider may terminate the Rider in addition to your participation in the program (see Termination of Investment Option Programs provision of this Appendix A).

Change of Investment Option Programs — Subject to trading restrictions, you may change your investment option program or options within a program selection at any time with a proper written request or by electronic instructions provided a valid electronic authorization is on file with us. You should consult with your registered representative to assist you in determining which investment option program or options within a program is best suited to your financial needs, investment time horizon, and is consistent with your risk comfort level. You should periodically review those factors to determine if you need to change programs or options within a program to reflect such changes.

Termination of Investment Option Programs — If your investment allocation fails to meet the requirements of the investment option programs established for this Rider, this Rider will terminate.

You may cause an involuntary termination of both the Rider and your participation in the investment option programs upon the occurrence of any one of the following events:

	(a)		you allocate any portion of your Purchase Payments or transfer any portion of the Contract Value to an investment option that is not currently compliant with the investment allocation requirements applicable to this Rider;

	(b)		you allocate any portion of your Purchase Payments or transfer any portion of the Contract Value to any fixed-rate General Account Investment Option (if available under the Contract) that is not an allowable option or an allowable transfer under the program; or

	(c)		you change the allocation percentages of your Custom Model program such that the changes do not comply with the requirements described in the Custom Models section of this Appendix A.

We will send you written notice in the event any transaction described in subparagraphs (a) through (c) above occur.

ICC10:20-1194

EX-99.4(Y) 3 a57548exv99w4xyy.htm EX-99.4(Y) exv99w4xyy

Exhibit (y)


		Pacific Life Insurance Company [700 Newport Center Drive Newport Beach, CA 92660 (800) 722-4448]

GUARANTEED WITHDRAWAL BENEFIT V RIDER — JOINT LIFE

TABLE OF CONTENTS


	Page
Definition of Terms		2
Guaranteed Withdrawal Benefit V Rider — Joint Life		2
Annual Charge		3
Change in Annual Charge		4
Initial Values		4
Subsequent Purchase Payments		4
Limitation on Subsequent Purchase Payments		4
Withdrawal of Protected Payment Amount		4
Withdrawals Exceeding Protected Payment Amount		4
Withdrawals Taken Prior to Age [62]		5
Withdrawals to Satisfy Required Minimum Distribution		5
Depletion of Contract Value		5
Automatic Reset		5
Automatic Reset — Opt-Out Election		6
Automatic Reset — Future Participation		6
Owner-Elected Resets (Non-Automatic)		6
Application of Rider Provisions		6
Annuitization		6
Continuation of Rider if Surviving Spouse Continues Contract		6
Termination of Rider		7
Rider Effective Date		7
Sample Calculations		8
Appendix A — Summary of Investment Allocation Requirements
Investment Allocation Requirements		11
Portfolio Optimization Models		11
Custom Models		13
Asset Allocation Strategies		13
Purchase Payment Allocations		14
Change of Investment Option Programs		14
Termination of Investment Option Programs		14

ICC10:20-1195

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:

Designated Lives (each a “Designated Life”) — Designated Lives must be natural persons who are each other’s spouses on the Rider Effective Date. Designated Lives will remain unchanged while this Rider is in effect and are listed below.

To be eligible for lifetime benefits, a Designated Life must:

	(a)		be the Owner (or the Annuitant, in the case of a custodial owned IRA or TSA); or

	(b)		meet the following two conditions:

	(i)		remain the spouse of the other Designated Life; and

	(ii)		be the first in the line of succession as determined under the Contract for payment of any death benefit.

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

If the youngest Designated Life is age [61] or younger, the Protected Payment Amount on any day after the Rider Effective Date is equal to zero ($0).

If the youngest Designated Life is age [62] or older, the Protected Payment Amount on any day after the Rider Effective Date is equal to [5.0%] multiplied by the Protected Payment Base as of that day, less cumulative withdrawals during that Contract Year. However, withdrawals made after a Contract Anniversary in the Contract Year prior to the youngest Designated Life reaching age [62] will not reduce the Protected Payment Amount that is calculated during that Contract Year.

Quarterly Rider Anniversary — Every three month anniversary of the Rider Effective Date.

Reset Date — Any Contract Anniversary after the Rider Effective Date on which an Automatic Reset or an Owner-Elected Reset occurs.

Spouse — The Owner’s spouse, who is treated as the Owner’s spouse pursuant to federal law.

Surviving Spouse — The surviving spouse of the deceased Owner.

Guaranteed Withdrawal Benefit V Rider — Joint Life — You have purchased a Guaranteed Withdrawal Benefit V Rider — Joint Life. Subject to the terms and conditions described herein, this Rider:

ICC10:20-1195

	(a)		allows for withdrawals up to the Protected Payment Amount without any adjustment to the Protected Payment Base, regardless of market performance, until the death of all Designated Lives eligible for lifetime benefits, subject to the provisions of this rider;

	(b)		allows for withdrawals for purposes of satisfying the minimum distribution requirements of Internal Revenue Code Section 401(a)(9) and related Code provisions in effect on the Rider Effective Date, regardless of the amount, without any adjustment to the Protected Payment Base, subject to certain conditions as described herein;

	(c)		provides for Automatic Annual Resets or Owner-Elected Resets of the Protected Payment Base.

We will provide you with an annual report that lists the Protected Payment Amount and Protected Payment Base.

This Rider may be purchased and added to the Contract on the Contract Issue Date or Contract Anniversary, if available, provided that on the Rider Effective Date: (a) the age of each Designated Life is [85] years or younger; (b) the Contract is issued as a Non-Qualified Contract, except that if the Owner is a trust or other entity; (c) the Contract is not issued as an Inherited IRA, Inherited Roth IRA, Inherited TSA, 401(a), 401(k), Individual(k), Keogh, or a 457 plan; (d) the Contract is structured such that upon the death of one Designated Life, the surviving Designated Life may retain or assume ownership of the Contract; (e) any Annuitant is a Designated Life; and (f) the entire Contract Value is invested according to the investment allocation requirements applicable to this Rider. Please refer to Appendix A attached to this Rider. You will be notified in writing if we change these investment allocation requirements in the future.

For the purposes of meeting the eligibility requirements, Designated Lives must be any one of the following:

	(a)		A sole Owner with the Owner’s spouse designated as the sole primary beneficiary; or

	(b)		Joint Owners, where the Owners are each other’s spouses; or

	(c)		If the Contract is issued as a custodial owned IRA or TSA, the beneficial owner must be the Annuitant and the Annuitant’s spouse must be designated as the sole primary beneficiary under the Contract. The custodian, under a custodial owned IRA or TSA, for the benefit of the beneficial owner, may be designated as sole primary beneficiary, provided that the spouse of the beneficial owner is the sole primary beneficiary of the custodial account.

Annual Charge — An annual charge for expenses related to this Rider will be deducted on a quarterly basis. The annual charge is equal to [0.85%] ([0.2125%] quarterly) and will not exceed a maximum annual charge percentage of [1.75%] ([0.4375%] quarterly).

The annual charge percentage established on the Rider Effective Date will not change, except as otherwise described in the provisions of this Rider.

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

We will waive the charge for the current quarter in the following cases:

ICC10:20-1195

	(a)		if the Rider terminates as a result of the death of the sole surviving Designated Life;

	(b)		upon full annuitization of the Contract;

	(c)		after the Contract Value is zero.

If the Protected Payment Base is never reset, the annual charge percentage established on the Rider Effective Date is guaranteed not to change.

Subsequent Purchase Payments — Purchase Payments received after the Rider Effective Date will result in an increase in the Protected Payment Base by the amount of the Purchase Payment.

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

For purposes of this Rider, we reserve the right to restrict subsequent Purchase Payments.

If a withdrawal does not exceed the Protected Payment Amount immediately prior to the withdrawal, the Protected Payment Base will remain unchanged.

	(a)		Determine excess withdrawal amount (“A”) where A equals total withdrawal amount minus the Protected Payment Amount immediately prior to the withdrawal;

	(b)		Determine ratio for proportionate reduction (“B”) where B equals A divided by (Contract Value immediately prior to the withdrawal minus Protected Payment Amount immediately prior to the withdrawal);

	(c)		Determine the new Protected Payment Base which equals (Protected Payment Base immediately prior to the withdrawal) multiplied by (1 minus B). The Protected Payment Base will never be less than zero.

ICC10:20-1195

WITHDRAWALS EXCEEDING THE PROTECTED PAYMENT AMOUNT COULD REDUCE FUTURE BENEFITS BY MORE THAN THE DOLLAR AMOUNT OF THE WITHDRAWAL.

The amount available for withdrawal under the Contract must be sufficient to support any withdrawal that would otherwise exceed the Protected Payment Amount.

Withdrawals Taken Prior to Age [62] — If a withdrawal is taken and the youngest Designated Life is age [61] or younger, we will reduce the Protected Payment Base. This adjustment will occur immediately following the withdrawal according to the following calculation:

	(a)		Determine excess withdrawal amount (“A”) where A equals total withdrawal amount;

	(b)		Determine ratio for proportionate reduction (“B”) where B equals A divided by the Contract Value immediately prior to the withdrawal;

	(c)		Determine the new Protected Payment Base which equals the lesser of:

	1.		The Protected Payment Base immediately prior to the withdrawal multiplied by (1 minus B); or

	2.		The Protected Payment Base immediately prior to the withdrawal minus the total withdrawal amount.

WITHDRAWALS COULD REDUCE FUTURE BENEFITS BY MORE THAN THE DOLLAR AMOUNT OF THE WITHDRAWAL.

	(a)		you have authorized us to calculate and make periodic distribution of the Annual RMD Amount for the Calendar Year required based on the payment frequency you have chosen;

	(b)		the Annual RMD Amount is based on this Contract only; and

	(c)		no withdrawals (other than RMD withdrawals) are made from the Contract during the Contract Year.

Depletion of Contract Value — If the youngest Designated Life is age [62] or older, and a withdrawal (including an RMD withdrawal) does not exceed the Protected Payment Amount immediately prior to the withdrawal and reduces the Contract Value to zero, the following will apply:

	(a)		the Protected Payment Amount will be paid each year until the death of all Designated Lives eligible for lifetime benefits. The payments will be made under a series of pre-authorized withdrawals under a payment frequency, as elected by the Owner, but no less frequently than annually;

	(b)		no additional Purchase Payments will be accepted under the Contract;

	(c)		the Contract will cease to provide any death benefit.

If the youngest Designated Life is age [61] or younger, and a withdrawal (including an RMD withdrawal) reduces the Contract Value to zero, the following will apply:

(a)

this Rider will terminate.

ICC10:20-1195

The Protected Payment Base will be reset to an amount equal to 100% of the Contract Value.

The annual charge percentage may change as a result of any automatic reset. (See Change in Annual Charge provision). We will provide you with written confirmation of each automatic reset.

Any future automatic resets will continue in effect in accordance with the Automatic Reset provision of this Rider.

On each Reset Date we will set the Protected Payment Base to an amount equal to 100% of the Contract Value as of that Reset Date.

If you elect this option, your election must be received, in a form satisfactory to us, at our Service Center within [sixty (60)] days after the Contract Anniversary on which the reset is effective. This option may result in a reduction in the Protected Payment Base and Protected Payment Amount. We will provide you with written confirmation of your election.

	(a)		the Life Only fixed annual payment amount calculated based on the Net Contract Value at the maximum Annuity Date, less any charges for premium taxes and/or other taxes, and the Life Only fixed annuity rates based on the greater of our current income factors in effect for the Contract on the maximum Annuity Date; or our guaranteed income factors; or

	(b)		the Protected Payment Amount in effect at the maximum Annuity Date.

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 (who is also a Designated Life eligible for lifetime benefits) elects to continue the Contract in accordance with its terms, the surviving spouse may continue to take

ICC10:20-1195

withdrawals of the Protected Payment Amount under this Rider, until the day of death of such surviving spouse. The surviving spouse may elect any of the reset options available under this Rider for subsequent Contract Anniversaries.

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 the investment allocation requirements applicable to this Rider;

	(b)		the day of death of all Designated Lives eligible for lifetime benefits;

	(c)		upon the death of the first Designated Life, if a death benefit is payable and a spouse who chooses to continue the contract is not a Designated Life eligible for lifetime benefits;

	(d)		upon the death of the first Designated Life, if a death benefit is payable and the Contract is not continued according to the Continuation of Rider if Surviving Spouse Continues Contract provision;

	(e)		if both Designated Lives are Joint Owners and there is a change in marital status, the Rider will terminate upon the death of the first Designated Life eligible for lifetime benefits and who is also an Owner;

	(f)		the day the Contract is terminated in accordance with the provisions of the Contract;

	(g)		the day that neither Designated Life is an Owner (or Annuitant, in the case of a custodial owned IRA or TSA);

	(h)		the Annuity Date;

	(i)		the day that the Contract Value is reduced to zero as a result of a withdrawal (except an RMD withdrawal) that exceeds the Protected Payment Amount; or

the day that the Contract Value is reduced to zero and the youngest Designated Life is age [61] or younger.

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 ]

ICC10:20-1195

GUARANTEED WITHDRAWAL BENEFIT V RIDER — JOINT LIFE

SAMPLE CALCULATIONS — For Illustration Purposes Only

The values shown in Examples 1 through 4 are based on the following assumptions:

	•		Rider purchased at Contract issue and the youngest Designated Life is age 64

	•		Automatic resets are shown, if applicable

	•		Investment returns are random

Example 1: Setting of Initial Values

Contract

Protected

Purchase

Withdrawal

Value After

Payment

Contract Year

Payment

Amount

Transaction

Base

Amount

Beginning of Year 1

100,000

5,000

Example 2: Subsequent Purchase Payment


				Contract		Protected		Protected
	Purchase		Withdrawal	Value After		Payment		Payment
Contract Year	Payment		Amount	Transaction		Base		Amount
Beginning of Year 1	$	100,000		$	100,000	$	100,000	$	5,000
Activity	$	100,000		$	202,000	$	200,000	$	10,000
Beginning of Year 2				$	207,000	$	207,000	$	10,350

•

Example 3: Withdrawal of Less than the Protected Payment Amount


					Contract		Protected		Protected
	Purchase		Withdrawal		Value After		Payment		Payment
Contract Year	Payment		Amount		Transaction		Base		Amount
Beginning of Year 1	$	100,000			$	100,000	$	100,000	$	5,000
Activity	$	100,000			$	202,000	$	200,000	$	10,000
Beginning of Year 2					$	207,000	$	207,000	$	10,350
Activity			$	5,000	$	204,000	$	207,000	$	5,350
Beginning of Year 3					$	205,000	$	207,000	$	10,350
Beginning of Year 4					$	215,000	$	215,000	$	10,750

•

ICC10:20-1195

•

Example 4: Withdrawal Exceeding the Protected Payment Amount


					Contract		Protected		Protected
	Purchase		Withdrawal		Value After		Payment		Payment
Contract Year	Payment		Amount		Transaction		Base		Amount
Beginning of Year 1	$	100,000			$	100,000	$	100,000	$	5,000
Activity	$	100,000			$	202,000	$	200,000	$	10,000
Beginning of Year 2					$	207,000	$	207,000	$	10,350
Activity			$	20,000	$	182,000	$	196,567	$	0
Beginning of Year 3					$	192,000	$	196,567	$	9,828
Beginning of Year 4					$	215,000	$	215,000	$	10,750

•

Due to the non-compliant withdrawal of $20,000 made in Contract Year 2, the Protected Payment Base is reduced to $196,567

	¡		A = $9,650 = ($20,000 — $10,350)

	¡		B = 0.0504 = $9,650/($202,000 — $10,350)

	¡		Protected Payment Base = $196,567 = $207,000 x (1 — 0.0504)

	¡		The Protected Payment Amount is reduced to $0 for the remainder of Contract Year 2

	•		At the beginning of Contract Year 3, a Reset does not take place since the Contract Value ($192,000) is less than the Protected Payment Base ($196,567). The Protected Payment Base ($196,567) remains the same and the Protected Payment Amount is reset to $9,828 (5% x 196,567).

	•		An automatic Reset takes place at the beginning of Contract Year 4, since the Contract Value ($215,000) is higher than the Protected Payment Base ($196,567). This resets the Protected Payment Base to $215,000. Also, the Protected Payment Amount increases to $10,750 (5% x $215,000).

The values shown in Example 5 are based on the following assumptions:

	•		Rider purchased at Contract issue and the youngest Designated Life is age 58

	•		Automatic resets are shown, if applicable

Example 5: Early Withdrawal


							Contract		Protected		Protected
			Purchase		Withdrawal		Value After		Payment		Payment
Contract Year	Owner Age		Payment		Amount		Transaction		Base		Amount
Beginning of Year 1		58	$	100,000			$	100,000	$	100,000	$	0
Activity			$	100,000			$	202,000	$	200,000	$	0
Beginning of Year 2		59					$	207,000	$	207,000	$	0
Beginning of Year 3		60					$	220,000	$	220,000	$	0
Activity					$	30,000	$	180,000	$	188,562	$	0
Beginning of Year 4		61					$	183,000	$	188,562	$	0
Activity	62^nd Birthday						$	178,000	$	188,562	$	9,428
Beginning of Year 5		62					$	185,000	$	188,562	$	9,428
Beginning of Year 6		63					$	215,000	$	215,000	$	10,750

	•		The Protected Payment Amount is equal to $0 until the youngest Designated Life reaches age 62.

	•		Due to the early withdrawal of $30,000 made in Contract Year 3, the Protected Payment Base is reduced to $188,562; the Protected Payment Base is reset to the lesser of:

The Protected Payment Base immediately prior to the withdrawal multiplied by (1 minus B);

A = $30,000

ICC10:20-1195

	§		B = 0.1429 = $30,000/$210,000; $210,000 = contract value prior to the $30,000 withdrawal

	§		Protected Payment Base = $188,562 = $220,000 x (1 — 0.1429)

The Protected Payment Base immediately prior to the withdrawal minus the total withdrawal amount.

Protected Payment Base = $190,000 = $220,000 — $30,000

Since $188,562 is less than $190,000, the Protected Payment Base is reduced to $188,562

	•		At the beginning of Contract Year 4, a Reset does not take place since the Contract Value ($183,000) is less than the Protected Payment Base ($188,562). The Protected Payment Base ($188,562) remains the same. Also, the Protected Payment Amount remains at $0 since the youngest Designated Life has not reached age 62.

	•		During Contract Year 4, the youngest Designated Life reaches age 62. At this time, the Protected Payment Amount is set to $9,428 (5.0% x $188,562).

	•		At the beginning of Contract Year 5, a Reset does not take place since the Contract Value ($185,000) is less than the Protected Payment Base ($188,562). The Protected Payment Base ($188,562) and Protected Payment Amount ($9,428) remain the same.

	•		An automatic Reset takes place at the beginning of Contract Year 6, since the Contract Value ($215,000) is higher than the Protected Payment Base ($188,562). This resets the Protected Payment Base to $215,000. Also, the Protected Payment Amount increases to $10,750 (5% x $215,000).

ICC10:20-1195

APPENDIX A — SUMMARY OF INVESTMENT ALLOCATION REQUIREMENTS

This summary outlines the general features of the investment allocation requirements applicable to this Rider. Details regarding the investment allocation models will be provided to you upon request.

1)		100% to one allowable Portfolio Optimization model, OR

2)		100% among the allowable Asset Allocation Strategies, OR

3)		100% among allowable investment options part of the Custom Models program.

Currently, the allowable Portfolio Optimization Models, Asset Allocation Strategies, and Custom Models are as follows:


		Custom
Portfolio Optimization Service	Asset Allocation Strategies	Models
[Portfolio Optimization Model A] [Portfolio Optimization Model B] [Portfolio Optimization Model C] [Portfolio Optimization Model D]	[Pacific Dynamix-Conservative Growth Portfolio] [Pacific Dynamix-Moderate Growth Portfolio] [Pacific Dynamix-Growth Portfolio ] [Alliance Bernstein VPS Balanced Wealth Strategy] [BlackRock Global Allocation V.I. Fund] [American Funds^® Asset Allocation] [Franklin Templeton VIP Founding Funds] [GE Investments Total Return Fund] [Invesco Van Kampen V.I. Global Tactical Asset Allocation Fund] [Invesco V.I. Global Multi-Asset Fund] [PIMCO Global Multi-Asset Portfolio]	[Allowable investment options within various asset groups as described in the Custom Models section of this Appendix A.]

1)		Portfolio Optimization Models

		Portfolio Optimization Service — The Portfolio Optimization Service represents five asset allocation models, each comprised of a selected combination of Investment Options. Currently, there are [four (4)] Portfolio Optimization models available for use in combination with certain optional riders with our variable annuity contracts. Asset allocation is a two-step process. First, an analysis is prepared to determine the breakdown of asset classes. Next, after the asset class exposures are known, a determination is made on how each Investment Option can be used to implement the asset class level allocations. The Investment Options are selected by evaluating the asset classes represented by that Investment Option and combining Investment Options to arrive at the desired asset class exposure. Based on this analysis, the Investment Options are selected in a manner intended to optimize returns for each model, given a particular level of risk tolerance. The current models and their asset class exposure are set out below.

ICC10:20-1195


Asset Class Exposure
[Model A			Model B			Model C			Model D]
[Cash Equivalents	7	%	Cash Equivalents	5	%	Cash Equivalents	2	%	Cash Equivalents	0%]
[Fixed Income	73	%	Fixed Income	57	%	Fixed Income	42	%	Fixed Income	25%]
[Domestic Equity	15	%	Domestic Equity	29	%	Domestic Equity	41	%	Domestic Equity	54%]
[International Equity	5	%	International Equity	9	%	International Equity	15	%	International Equity	21%]


Shorter Investment Horizon Lower Risk Less Volatile				Longer Investment Horizon Higher Risk More Volatile

Rebalancing — If a Portfolio Optimization model is selected for your investments, you can rebalance your Contract Value quarterly, semi-annually, or annually, to maintain the current allocations of your model, since changes in the net asset values of the underlying portfolios in each model will alter your asset allocation over time. This rebalancing option is independent of any other automatic rebalancing as a result of an annual analysis. If you also allocate part of your Purchase Payment or Contract Value to any allowable fixed-rate General Account Investment Option and you elect periodic rebalancing, such amounts will not be considered when rebalancing. Only the Investment Options within your model will be rebalanced.

Annual Analysis — Each of the Portfolio Optimization models are evaluated annually to assess whether the combination of investment options within each model should be changed to better seek to optimize the potential return for the level of risk tolerance intended for the model. As a result of the periodic analysis, each model may change and investment options may be added to a model (including investment options not currently available), or investment options may be deleted from a model.

Annual Updates — When your Portfolio Optimization model is updated, we will reallocate your Contract Value (and subsequent Purchase Payments, if applicable) in accordance with any changes to the model you have selected. This means the allocation of your Contract Value, and potentially the investment options in which you are invested, will automatically change and your Contract Value (and subsequent Purchase Payments, if applicable) will be automatically reallocated among the investment options in your updated model (independently of any automatic rebalancing you may have selected). We require that you grant us discretionary investment authority to periodically reallocate your Contract Value (and subsequent Purchase Payments, if applicable) in accordance with the updated version of the Portfolio Optimization Model you have selected.

Notice of Automatic Updates — We will send you written notice of the updated Portfolio Optimization models at least thirty (30) days in advance of the date we intend the updated version of the model to be effective. You should carefully review these notices. If you wish to accept the changes in your selected model, you will not need to take any action, as your Contract Value (or subsequent Purchase Payments, if applicable) will be reallocated in accordance with the updated model automatically, provided you have granted us discretionary investment authority (see Annual Updates provision of this Appendix A).

If you do not wish to accept the changes to your selected model, you can change to a different model (see Change of Investment Options Programs provision of this Appendix A), change to a different investment option program, or withdraw from the investment option programs (see Termination of Investment Option Programs provision of this Appendix A).

ICC10:20-1195

2)		Custom Models — The Custom Models program allows you, with the help of your financial professional, to create your own asset allocation model that will comply with the investment allocation requirements applicable to this Rider. You will create your own model using the requirements listed below.

		To create your model, you may select investment options from the available Categories listed in the table below. You must allocate at least [25%] of your Purchase Payment or Contract Value into each one of the available Categories. You may not allocate more than [15%] of your Purchase Payment or Contract Value into any one Investment Option within Category A, B, or C. Category D is optional and you are not required to allocate any part of your Purchase Payment or Contract Value to this Category. If you choose to allocate your Purchase Payment or Contract Value to Category D, you are allowed to allocate more than [15%] to any one Investment Option within Category D. Allocation percentages among the Categories must total [100%]. The model you create will be automatically rebalanced on a quarterly basis.


		Category C —
Category A —		International
Fixed-Income	Category B — Domestic	Equity and Sector
Portfolios	Equity Portfolios	Portfolios	Category D — Asset Allocation Strategies
[Floating Rate Loan Short Duration Bond Cash Management High Yield Bond Managed Bond Inflation Managed Diversified Bond]	[Small-Cap Growth Long/Short Large-Cap Equity Index Mid-Cap Value Small-Cap Index American Funds^® Growth-Income American Funds^® Growth Large-Cap Value Small-Cap Equity Comstock Growth LT Focused 30 Mid-Cap Equity Mid-Cap Growth Small-Cap Value Main Street^® Core Dividend Growth Large-Cap Growth]	[International Value International Small-Cap Technology Health Sciences International Large-Cap Real Estate Emerging Markets]	[Pacific Dynamix-Conservative Growth Portfolio Pacific Dynamix-Moderate Growth Portfolio Pacific Dynamix-Growth Portfolio Alliance Bernstein VPS Balanced Wealth Strategy BlackRock Global Allocation V.I. Fund American Funds^® Asset Allocation Franklin Templeton VIP Founding Funds GE Investments Total Return Fund Invesco Van Kampen V.I. Global Tactical Asset Allocation Fund Invesco V.I. Global Multi-Asset Fund PIMCO Global Multi-Asset Portfolio]

3)		Asset Allocation Strategies. You may allocate your entire Purchase Payment or Contract Value among any of the allowable Asset Allocation Strategies listed below:

		[Pacific Dynamix-Conservative Growth Portfolio Pacific Dynamix-Moderate Growth Portfolio Pacific Dynamix-Growth Portfolio Alliance Bernstein VPS Balanced Wealth Strategy BlackRock Global Allocation V.I. Fund American Funds^® Asset Allocation Franklin Templeton VIP Founding Funds GE Investments Total Return Fund Invesco Van Kampen V.I. Global Tactical Asset Allocation Fund Invesco V.I. Global Multi-Asset Fund PIMCO Global Multi-Asset Portfolio]

		Allocations among these strategies must total 100%.

ICC10:20-1195

Termination of Investment Option Programs — If your investment allocation fails to meet the requirements of the investment option programs established for this Rider, this Rider will terminate.

You may cause an involuntary termination of both the Rider and your participation in the investment option programs upon the occurrence of any one of the following events:

	(a)		you allocate any portion of your Purchase Payments or transfer any portion of the Contract Value to an investment option that is not currently compliant with the investment allocation requirements applicable to this Rider;

	(b)		you allocate any portion of your Purchase Payments or transfer any portion of the Contract Value to any fixed-rate General Account Investment Option (if available under the Contract) that is not an allowable option or an allowable transfer under the program; or

	(c)		you change the allocation percentages of your Custom Model program such that the changes do not comply with the requirements described in the Custom Models section of this Appendix A.

We will send you written notice in the event any transaction described in subparagraphs (a) through (c) above occur.

ICC10:20-1195

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Brandon J. Cage
Assistant Vice President, Counsel
Law Department
(949) 219-3943 Telephone
(949) 219-6952 Facsimile
Brandon.Cage@PacificLife.com

October 27, 2010

Attention: EDGAR Filing Desk
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-0506

Re:

Registration Statement for Pacific Voyages Individual Flexible Premium Deferred Variable Annuity (File No. 333-136597) funded by Separate Account A (File Number 811- 08946) of Pacific Life Insurance Company Request for Selective Review

Dear Sir or Madam:

On behalf of Pacific Life Insurance Company (“Pacific Life”) and Separate Account A (“Separate Account”) of Pacific Life, attached for electronic filing under the Securities Act of 1933 (“1933 Act”) is Post-Effective Amendment No. 20, with exhibits, on Form N-4. This Post-Effective Amendment relates to an individual flexible premium deferred variable annuity contract designated as the Pacific Voyages Individual Flexible Premium Deferred Variable Annuity Contract (“Pacific Voyages”), which is funded by the Separate Account.

Pacific Life is requesting selective review of this filing pursuant to “Revised Procedures for Processing Registration Statements, Post-Effective Amendments and Preliminary Proxy Materials Filed by Registered Investment Companies, Investment Co. Act Rel. No. 13768 (Feb. 15, 1984).” This Post-Effective Amendment contains disclosure for 2 new versions of existing optional benefit riders (“New Disclosure”) called the CoreIncome Advantage 5 Plus (Single) and CoreIncome Advantage 5 Plus (Joint) (based on the “CoreIncome Advantage Rider and Flexible Lifetime Income Plus (Joint) Rider”).

The staff previously reviewed the existing disclosure contained in this Post-Effective Amendment No. 20, in connection with its review of Post-Effective Amendment Nos. 12 and 7 of Pacific Voyages for Pacific Life (File No. 333-136597) filed on February 9, 2009 and July 2, 2008, respectively (hereinafter collectively referred to as “Prior Filings”). The New Disclosure is substantially similar to the disclosure contained in the Prior Filings. By copy of this letter, we are sending a hard copy of the New Disclosure marked to show where disclosure differs materially from that in the Prior Filings.

The New Disclosure differs materially from the Prior Filings as follows:

	1.		5% annual allowable withdrawal amount starting at age 62; 0% allowed under the riders before age 62, however will automatically be 5% once age 62 is reached; any withdrawals taken before age 62 will be Early Withdrawals.

	2.		Lifetime withdrawals are available without the need to do a Reset/Step-Up if withdrawals are taken before a certain age; results in removal of the Remaining Protected Balance concept.

	3.		No Annual Credits are offered.

Pursuant to policies described in Release No. IC-13768, we believe that selective review is appropriate. We look forward to your response and comments. If you have any questions, please call me at (949) 219-3943.


	Sincerely,
	/s/ BRANDON J. CAGE
	Brandon J. Cage


	(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, COLI IV Separate Account, COLI V Separate Account, Separate Account A of Pacific Life & Annuity Company, Pacific Select Exec Separate Account of Pacific Life & Annuity Company, Separate Account I of Pacific Life Insurance Company, Separate Account I of Pacific Life & Annuity Company.