-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MxwCmR7dQ+MTigFYesFDX4rmAkode7wFZ5MS/8xWm6Qtqr8pJGqmW8iNLe3KL5pn t/RuycdHXBwY1eOOP/3R7g== 0001017062-02-002151.txt : 20040421 0001017062-02-002151.hdr.sgml : 20040421 20021218173631 ACCESSION NUMBER: 0001017062-02-002151 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20021219 EFFECTIVENESS DATE: 20021219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPARATE ACCOUNT A OF PACIFIC LIFE INSURANCE CO CENTRAL INDEX KEY: 0000935823 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-60833 FILM NUMBER: 02862243 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-08946 FILM NUMBER: 02862244 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 485BPOS 1 d485bpos.htm PACIFIC LIFE VALUE POST EFFECTIVE AMENDMENT #14 Pacific Life Value Post Effective Amendment #14
 
As filed with the Securities and Exchange Commission on December 18, 2002
Registration Nos.
 
811-08946
333-60833
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
     
Pre-Effective Amendment No. __
   
¨
Post-Effective Amendment No. 14
   
x
and/or
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
     
Amendment No. 63
   
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)
 
Depositor’s Telephone Number, including Area Code:  (949) 219-3743
 
Diane N. Ledger
Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and Address of Agent for Service)
 
Copies of all communications to:
 
Diane N. Ledger
  
Ruth Epstein, Esq.
Pacific Life Insurance Company
  
Dechert
P. O. Box 9000
  
1775 Eye Street, N.W.
Newport Beach, CA 92658-9030
  
Washington, D.C. 20006-2401
 
Approximate Date of Proposed Public Offering
 
It is proposed that this filing will become effective (check appropriate box)
x
   
immediately upon filing pursuant to paragraph (b) of Rule 485
¨
   
on                          pursuant to paragraph (b) of Rule 485
¨
   
60 days after filing pursuant to paragraph (a)(1) of Rule 485
¨
   
on                          pursuant to paragraph (a)(1) of Rule 485
 
If appropriate, check the following box:
 
¨
   
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 Value and Pacific Value for Prudential Securities individual flexible premium deferred variable annuity contracts.
 
Filing Fee: None

 
SEPARATE ACCOUNT A
FORM N-4
CROSS REFERENCE SHEET
 
PART A
 
Item No.
   
Prospectus Heading
1.
  
Cover Page
   
Cover Page
 
2.
  
Definitions
   
TERMS USED IN THIS PROSPECTUS
 
3.
  
Synopsis
   
AN OVERVIEW OF PACIFIC VALUE
 
4.
  
Condensed Financial Information

   
YOUR INVESTMENT OPTIONS — Variable Investment Option Performance; ADDITIONAL INFORMATION — Financial Statements; FINANCIAL HIGHLIGHTS
 
5.
  
General Description of Registrant, Depositor and Portfolio Companies

   
AN OVERVIEW OF PACIFIC VALUE; PACIFIC LIFE AND THE SEPARATE ACCOUNT — Pacific Life, — Separate Account A; YOUR INVESTMENT OPTIONS — Your Variable Investment Options; ADDITIONAL INFORMATION — Voting Rights
 
6.
  
Deductions

   
AN OVERVIEW OF PACIFIC VALUE; HOW YOUR INVESTMENTS ARE ALLOCATED — Transfers; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS — Optional Withdrawal
 
7.
  
General Description of Variable Annuity Contracts

   
AN OVERVIEW OF PACIFIC VALUE; PURCHASING YOUR CONTRACT — How to Apply for your Contract; HOW YOUR INVESTMENTS ARE ALLOCATED; RETIREMENT BENEFITS AND OTHER PAYOUTS — Choosing Your Annuity Option, — Your Annuity Payments, — Death Benefits; ADDITIONAL INFORMATION — Voting Rights, — Changes to Your Contract, — Changes to ALL Contracts, — Inquiries and Submitting Forms and Requests, — Timing of Payments and Transactions
 
8.
  
Annuity Period

   
RETIREMENT BENEFITS AND OTHER PAYOUTS
 
9.
  
Death Benefit

   
RETIREMENT BENEFITS AND OTHER PAYOUTS — Death Benefits
 
10.
  
Purchases and Contract Value

   
AN OVERVIEW OF PACIFIC VALUE; PURCHASING YOUR CONTRACT; HOW YOUR INVESTMENTS ARE ALLOCATED; PACIFIC LIFE AND THE SEPARATE ACCOUNT — Pacific Life; THE GENERAL ACCOUNT — Withdrawals and Transfers
 
11.
  
Redemptions

   
AN OVERVIEW OF PACIFIC VALUE; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS; ADDITIONAL INFORMATION — Timing of Payments and Transactions; THE GENERAL ACCOUNT — Withdrawals and Transfers
 
12.
  
Taxes

   
CHARGES, FEES AND DEDUCTIONS — Premium Taxes; WITHDRAWALS — Optional Withdrawals, — Tax Consequences of Withdrawals; FEDERAL TAX STATUS
 
13.
  
Legal Proceedings
   
Not Applicable
 
14.

  
Table of Contents of the Statement of Additional Information
 
   
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
PART B
Item No.
   
Statement of Additional Information Heading
15.
  
Cover Page
   
Cover Page
 
16.
  
Table of Contents
   
TABLE OF CONTENTS
 
17.
  
General Information and History
   
Not Applicable
 
18.
  
Services
   
Not Applicable
 
19.
  
Purchase of Securities Being Offered

   
THE CONTRACTS AND THE SEPARATE ACCOUNT — Calculating Subaccount Unit Values, — Systematic Transfer Programs
 
20.
  
Underwriters

   
DISTRIBUTION OF THE CONTRACTS — Pacific Select Distributors, Inc.
 
21.
  
Calculation of Performance Data
   
PERFORMANCE
 
22.
  
Annuity Payments

   
THE CONTRACTS AND THE SEPARATE ACCOUNT — Variable Annuity Payment Amounts
 
23.
  
Financial Statements
   
FINANCIAL STATEMENTS
 
 
PART C
 
Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C to this Registration Statement.

Prospectus
 
(Included in Registrant’s Form N-4/B, File No. 333-60833, Accession No. 0001017062-02-000786
filed on April 30, 2002 and incorporated by reference herein.)

Statement of Additional Information
 
(Included in Registrant’s Form N-4/B, File No. 333-60833, Accession No. 0001017062-02-000786 filed on April 30, 2002 and incorporated by reference herein.)

 
Supplement dated December 18, 2002 to the Prospectus dated May 1, 2002
for the Pacific Value, a 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 restates information contained in a Supplement dated October 8, 2002 and changes the Prospectus to reflect the following:
 
 
The Large-Cap Core Variable
Investment Option will change its name and the underlying Portfolio’s main investments will change.
      
Effective January 1, 2003, the name of the Large-Cap Core Variable Investment Option will be changed to Main Street® Core Variable Investment Option.
This will reflect a change in name of the underlying Large-Cap Core Portfolio. Any reference to the Large-Cap Core Portfolio, Subaccount, or Variable Investment Option throughout the Prospectus and/or Statement of Additional Information will be revised to be the Main Street Core Portfolio, Subaccount, or Variable Investment Option.
 
Effective January 1, 2003, the Main Street® Core Portfolio’s main investments will be: Equity Securities of large U.S. companies.
 
 
The portfolio managers for the Multi-Strategy, Main Street® Core, and Emerging Markets Portfolios will change.
 
      
Effective January 1, 2003, OppenheimerFunds, Inc. will become the portfolio manager of the Multi-Strategy, Main Street Core and Emerging Markets Portfolios.
 
AN OVERVIEW OF PACIFIC VALUE—Optional Riders is amended.
      
The Optional Riders–Guaranteed Protection Advantage (GPA) Rider section is amended to read as follows:
 
The optional Guaranteed Protection Advantage Rider provides for an additional amount that may be added to your Contract Value when an asset allocation program, established and maintained by us for this Rider, is used for a 10-year period (the ‘‘Term’’). The Term begins on the Effective Date of the Rider. Your entire Contract Value must be invested in an asset allocation program during the entire Term for the additional amount to be added to your Contract. The Guaranteed Protection Advantage Rider may not be available. Ask your registered representative about its current availability.

 
AN OVERVIEW OF PACIFIC VALUE—Pacific Select Fund Annual Expenses is amended.
      
The 1st paragraph of the Pacific Select Fund Annual Expenses—Other Expenses section is replaced with the following:
 
The table below shows the advisory fee and Fund expenses as an annual percentage of each Portfolio’s average daily net assets, based on the year 2001 unless otherwise noted. To help limit Fund expenses, Pacific Life has contractually agreed to waive all or part of its investment advisory fees or otherwise reimburse each Portfolio for operating expenses (including organizational expenses, but not including advisory fees, additional costs associated with foreign investing, interest (including commitment fees), taxes, brokerage commissions and other transactional expenses, extraordinary expenses, expenses not incurred in the ordinary course of business, and expenses of counsel or other persons or services retained by the Fund’s independent trustees) that exceed an annual rate of 0.10% of its average daily net assets. Such waiver or reimbursement is subject to repayment to the extent such expenses fall below the 0.10% expense cap in future years. Any amounts repaid to Pacific Life will have the effect of increasing such expenses of the Portfolio, but not above the 0.10% expense cap. There is no guarantee that Pacific Life will continue to cap expenses after December 31, 2003. In 2001, Pacific Life recouped $13,202 from the I-Net Tollkeeper Portfolio for its reimbursements in 2000 under the expense limitation agreement.
 
Information on the Emerging Markets and I-Net Tollkeeper Portfolios in the Other Expenses table is replaced with the following:
 
     
       
Portfolio
  
Advisory
fee
  
Other
expenses
  
12b-1
amounts†  
  
Total
expenses  
  
Less adviser’s reimbursement  
  
Total net expenses
     
       
Emerging Markets1,2
  
1.00
  
0.22
  
—
  
1.22
  
 —
  
1.22
       
I-Net Tollkeeper3
  
1.25
  
0.07
  
—
  
1.32
  
 —
  
1.32
     
       
1  Total adjusted net expenses for this Portfolio, after deduction of an offset for custodian credits and the 12b-1 recapture were 1.21%.
 
2  Effective January 1, 2003, advisory fee is reduced from the annual rate of 1.10% of the average daily net assets to 1.00%.
 
3  Effective November 1, 2002, advisory fee is reduced from the annual rate of 1.40% of the average daily net assets to 1.25%.
 
† The Fund has a brokerage enhancement 12b-1 plan under which brokerage transactions, subject to best price and execution, may be placed with certain broker-dealers in return for credits, cash or other compensation (“recaptured commissions”). While a Portfolio pays the cost of brokerage when it buys or sells a portfolio security, there are no fees or charges to the Fund under the plan. Recaptured commissions may be used to promote and market Fund shares and the distributor may therefore defray expenses for distribution that it might otherwise incur. The SEC staff requires that the amount of recaptured commissions be shown as an expense in the chart above.
 
 
PURCHASING YOUR CONTRACT—Purchasing the Guaranteed Protection Advantage (GPA) Rider (Optional) is amended.
      
Paragraph 2 of the Purchasing the Guaranteed Protection Advantage (GPA) Rider (Optional) section is replaced with the following:
 
If you purchase the Guaranteed Protection Advantage Rider within 60 days after the Contract Date or 30 days after a Contract Anniversary, the Effective Date of the Rider will be that Contract Date or Anniversary. The Rider will remain in effect, unless otherwise terminated, for a 10-year period (the ‘‘Term’’) beginning on the Effective Date of the Rider.

2

 
PURCHASING YOUR CONTRACT—
Making Your Investments (“Purchase Payments”) is amended.
       
Paragraphs 1 and 2 of the Forms of Investment subsection are replaced with the following:
 
Your initial and additional Investments may be sent by personal or bank check or by wire transfer. Investments must be made in a form acceptable to us before we can process it. Acceptable forms of Investments are:
 
• personal check or cashier’s check, drawn on a U.S. bank,
 
• money order, and traveler’s checks in single denominations of $10,000 or more if they originate in a U.S. bank,
 
• third party check, when there is a clear connection of the third party to the underlying transaction, and
 
• wire transfers that originate in U.S. banks.
 
We will not accept Investments in the following forms:
 
• cash,
 
• credit card or checks drawn against a credit card account,
 
• money order or traveler’s checks in single denominations of less than $10,000,
 
• cashier’s check, money orders, traveler’s checks or personal checks drawn on non-U.S. banks, even if the payment may be effected through a U.S. bank,
 
• third party check, if there is not a clear connection of the third party to the underlying transaction, and
 
• wires that originate from foreign bank accounts.
 
 
RETIREMENT BENEFITS AND OTHER PAYOUTS—Death Benefits is amended.
       
Item (a) of the Optional Premium Death Benefit Rider subsection is amended by adding the following:
 
Subject to state approval, for Contracts issued on or after January 1, 2003, the effective annual rate of growth is 5%, and a daily factor of 1.000133681 will apply.
 
 
THE GENERAL ACCOUNT—Withdrawals and Transfers is amended.
       
The 2nd paragraph of the Fixed Option subsection is replaced with the following:
 
We reserve the right to waive the restrictions that limit transfers from the Fixed Option to one transfer within the 30 days after the end of each Contract Anniversary. We also reserve the right to waive the limitations on the maximum amount you may transfer from the Fixed Option in any given Contract year. We may process requests for transfers from the Fixed Option that are within the maximum number of allowable transfers among the Investment Options each calendar year; i.e. transfers are limited to 25 for each calendar year.
 

3

PVSUP1202

 
Supplement dated December 18, 2002 to the Prospectus dated May 1, 2002
for the Pacific Value for Prudential Securities, a 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 restates information contained in a Supplement dated October 8, 2002 and changes the Prospectus to reflect the following:
 
 
The Large-Cap Core Variable
Investment Option will change its name and the underlying Portfolio’s main investments will change.
      
Effective January 1, 2003, the name of the Large-Cap Core Variable Investment Option will be changed to Main Street® Core Variable Investment Option.
This will reflect a change in name of the underlying Large-Cap Core Portfolio. Any reference to the Large-Cap Core Portfolio, Subaccount, or Variable Investment Option throughout the Prospectus and/or Statement of Additional Information will be revised to be the Main Street Core Portfolio, Subaccount, or Variable Investment Option.
 
Effective January 1, 2003, the Main Street® Core Portfolio’s main investments will be: Equity Securities of large U.S. companies.
 
 
The portfolio managers for the Multi-Strategy, Main Street® Core, and Emerging Markets Portfolios will change.
 
      
Effective January 1, 2003, OppenheimerFunds, Inc. will become the portfolio manager of the Multi-Strategy, Main Street Core and Emerging Markets Portfolios.

 
AN OVERVIEW OF PACIFIC VALUE—Pacific Select Fund Annual Expenses is amended.
      
The 1st paragraph of the PACIFIC SELECT FUND ANNUAL EXPENSES—Other Expenses is replaced with the following:
 
The table below shows the advisory fee and Fund expenses as an annual percentage of each Portfolio’s average daily net assets, based on the year 2001 unless otherwise noted. To help limit Fund expenses, Pacific Life has contractually agreed to waive all or part of its investment advisory fees or otherwise reimburse each Portfolio for operating expenses (including organizational expenses, but not including advisory fees, additional costs associated with foreign investing, interest including commitment fees, taxes, brokerage commissions and other transactional expenses, extraordinary expenses, expenses not incurred in the ordinary course of business, and expenses of counsel or other persons or services retained by the Fund’s independent trustees) that exceed an annual rate of 0.10% of its average daily net assets. Such waiver or reimbursement is subject to repayment to the extent such expenses fall below the 0.10% expense cap in future years. Any amounts repaid to Pacific Life will have the effect of increasing such expenses of the Portfolio, but not above the 0.10% expense cap. There is no guarantee that Pacific Life will continue to cap expenses after December 31, 2003. In 2001, Pacific Life recouped $13,202 from the I-Net Tollkeeper Portfolio for its reimbursements in 2000 under the expense limitation agreement.
 
Information on the Emerging Markets and I-Net Tollkeeper Portfolios in the Other Expenses table is replaced with the following:
 
     
       
Portfolio
  
Advisory
fee
  
Other
expenses
  
12b-1
amounts†  
  
Total
expenses  
  
Less adviser’s reimbursement  
  
Total net expenses
     
       
Emerging Markets1,2
  
1.00
  
0.22
  
—
  
1.22
  
 —
  
1.22
       
I-Net Tollkeeper3
  
1.25
  
0.07
  
—
  
1.32
  
 —
  
1.32
     
       
1  Total adjusted net expenses for this Portfolio, after deduction of an offset for custodian credits and the 12b-1 recapture were 1.21%.
 
2  Effective January 1, 2003, advisory fee is reduced from the annual rate of 1.10% of the average daily net assets to 1.00%.
 
3  Effective November 1, 2002, advisory fee is reduced from the annual rate of 1.40% of the average daily net assets to 1.25%.
 
† The Fund has a brokerage enhancement 12b-1 plan under which brokerage transactions, subject to best price and execution, may be placed with certain broker-dealers in return for credits, cash or other compensation (“recaptured commissions”). While a Portfolio pays the cost of brokerage when it buys or sells a portfolio security, there are no fees or charges to the Fund under the plan. Recaptured commissions may be used to promote and market Fund shares and the distributor may therefore defray expenses for distribution that it might otherwise incur. The SEC staff requires that the amount of recaptured commissions be shown as an expense in the chart above.

2

 
PURCHASING YOUR CONTRACT—
Making Your Investments (“Purchase Payments”) is amended.
       
Paragraphs 1 and 2 of the Forms of Investment subsection are replaced with the following:
 
Your initial and additional Investments may be sent by personal or bank check or by wire transfer. Investments must be made in a form acceptable to us before we can process it. Acceptable forms of Investments are:
 
• personal check or cashier’s check, drawn on a U.S. bank,
 
• money order, and traveler’s checks in single denominations of $10,000 or more if they originate in a U.S. bank,
 
• third party check, when there is a clear connection of the third party to the underlying transaction, and
 
• wire transfers that originate in U.S. banks.
 
We will not accept Investments in the following forms:
 
• cash,
 
• credit card or checks drawn against a credit card account,
 
• money order or traveler’s checks in single denominations of less than $10,000,
 
• cashier’s check, money orders, traveler’s checks or personal checks drawn on non-U.S. banks, even if the payment may be effected through a U.S. bank,
 
• third party check, if there is not a clear connection of the third party to the underlying transaction, and
 
• wires that originate from foreign bank accounts.
 
 
RETIREMENT BENEFITS AND OTHER PAYOUTS—Death Benefits is amended.
       
Item (a) of the Optional Premium Death Benefit Rider subsection is amended by adding the following:
 
Subject to state approval, for Contracts issued on or after January 1, 2003, the effective annual rate of growth is 5%, and a daily factor of 1.000133681 will apply.
 
 
THE GENERAL ACCOUNT—Withdrawals and Transfers is amended.
       
The 2nd paragraph of the Fixed Option subsection is replaced with the following:
 
We reserve the right to waive the restrictions that limit transfers from the Fixed Option to one transfer within the 30 days after the end of each Contract Anniversary. We also reserve the right to waive the limitations on the maximum amount you may transfer from the Fixed Option in any given Contract year. We may process requests for transfers from the Fixed Option that are within the maximum number of allowable transfers among the Investment Options each calendar year; i.e. transfers are limited to 25 for each calendar year.
 

PVPSUP1202

 
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, 2001 which are incorporated by referencefrom the 2001 Annual Report include the following for Separate Account A:
 
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
 
 
(2)
 
Depositor’s Financial Statements
 
Audited Consolidated Financial Statements dated as of December 31, 2001 and 2000, and for the three year period ending December 31, 2001, included in Part B include the following for Pacific Life:
 
Independent Auditors’ Report
Consolidated Statements of Financial Condition
Consolidated Statements of Operations
Consolidated Statements of Stockholder’s Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
 
 
(b)
 
Exhibits
 
 
1.    (a)
 
Resolution of the Board of Directors of the Depositor authorizing establishment of Separate Account A and Memorandum establishing Separate Account A.1
 
 
       (b)
 
Memorandum Establishing Two New Variable Accounts—Aggressive Equity and Emerging Markets Portfolios.1
 
 
       (c)
 
Resolution of the Board of Directors of Pacific Life Insurance Company authorizing conformity to the terms of the current Bylaws.1

II-1

 
2.
   
Not applicable
3.
   
(a)
   
Distribution Agreement between Pacific Mutual Life and Pacific Select Distributors, Inc. (PSD)1
    
(b)
   
Form of Selling Agreement between Pacific Mutual Life, PSD and Various Broker-Dealers1
4.
   
(a)
   
Form of Individual Flexible Premium Deferred Variable Annuity Contract (Form No. PV9808)1
    
(b)
   
Qualified Pension Plan Rider (Form No. R90-Pen-V)1
    
(c)
   
403(b) Tax-Sheltered Annuity Rider11
    
(d)
   
Section 457 Plan Rider (Form No. R95-457)1
    
(e)
   
Individual Retirement Annuity Rider (Form No. 20-18900)
    
(f)
   
Roth Individual Retirement Annuity Rider (Form No. 20-19000)
    
(g)
   
SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100)
    
(h)
   
Stepped-Up Death Benefit Rider No. (Form No. R9808.SDB)1
    
(i)
   
(1)
   
Premier Death Benefit Rider (Form No. R9808.PDB)1
         
(2)
   
Premier Death Benefit Rider (Form No. 20-18000)
    
(j)
   
Guaranteed Income Advantage (GIA) Rider (Form No. 23-111499)3
    
(k)
   
Guaranteed Earnings Enhancement (EEG) Rider (Form No. 20-14900)7
    
(l)
   
Form of Guaranteed Protection Advantage (GPA) Rider (Form No. 20-16200)11
    
(m)
   
Qualified Retirement Plan Rider11
5.
   
(a)
   
(1)
   
Variable Annuity Application for Pacific Value (Form No. 25-12510)6
         
(2)
   
Form of Variable Annuity Application for Pacific Value for Prudential Securities9
    
(b)
   
Variable Annuity PAC APP1
    
(c)
   
Application/Confirmation Form4
    
(d)
   
Form of Guaranteed Earnings Enhancement (EEG) Rider Request Application7
    
(e)
   
Form of Guaranteed Protection Advantage (GPA) Rider Request Form (Form No. 55-16600)12
6.
   
(a)
   
Pacific Life’s Articles of Incorporation1
    
(b)
   
By-laws of Pacific Life1
7.
   
Not applicable
8.
   
(a)
   
Pacific Select Fund Participation Agreement8
    
(b)
   
Addendum to Pacific Select Fund Participation Agreement (to add the Strategic Value and Focused 30 Portfolios)8
    
(c)
   
Addendum to Pacific Select Fund Participation Agreement (to add nine new Portfolios)8
    
(d)
   
Form of The Prudential Series Fund, Inc. Participation Agreement9
    
(e)
   
Addendum to the Fund Participation Agreement (to add the Equity Income and Research Portfolios)11
9.
   
Opinion and Consent of legal officer of Pacific Life as to the legality of Contracts being registered.1

II-2

 
10.


  
Independent Auditors’ Consent11 
 
Pacific Value and Pacific Value for Prudential Securities11
 
11.
  
Not applicable
 
12.
  
Not applicable
 
13.
  
Performance Calculations11
 
   
(a)
  
Pacific Value11
 
       
(1)
  
With 3% Credit Enhancement11
 
       
(2)
  
With 4% Credit Enhancement11
 
   
(b)
  
Pacific Value for Prudential Securities11
 
       
(1)
  
With 3% Credit Enhancement11
 
       
(2)
  
With 4% Credit Enhancement11
 
14.
  
Not applicable
 
15.
  
Powers of Attorney11
 
16.
  
Not applicable
 
Exhibit II-3
 
1
  
Included in Registrant’s Form Type N-4/A, File No. 333-60833, Accession No. 0001017062-98-001683, filed on August 6, 1998 and incorporated by reference herein.
2
  
Included in Registrant’s Form Type N-4, File No. 333-60833, Accession No. 0001017062-99-000757, filed on April 29, 1999, and incorporated by reference herein.
3
  
Included in Registrant’s Form Type 497, File No. 333-60833, Accession No. 0001017062-99-001498, filed on August 17, 1999, and incorporated byreference herein.
4
  
Included in Registrant’s Form N-4/B, File No. 333-60833, Accession No. 0001017062-00-000578, filed on February 29, 2000, and incorporated by reference herein.
5
  
Included in Registrant’s Form N-4/B, File No. 333-60833, Accession No. 0001017062-00-000954, filed on April 21, 2000, and incorporated by reference herein.
6
  
Included in Registrant’s Form N-4/B, File No. 333-60833, Accession No. 0001017062-00-002449, filed on December 7, 2000, and incorporated by reference herein.
7
  
Included in Registrant’s Form N-4/A, File No. 333-60833, Accession No. 0001017062-01-000458, filed on March 2, 2001, and incorporated by reference herein.
8
  
Included in Registrant’s Form N-4/B, File No. 333-60833, Accession No. 0001017062-01-500166, filed on May 1, 2001, and incorporated by reference herein.
9
  
Included in Registrant’s Form N-4/A, File No. 333-60833, Accession No. 0001017062-01-500473, filed on June 15, 2001, and incorporated by reference herein.
10
  
Included in Registrant’s Form N-4/A, File No. 333-60833, Accession No. 0000898430-01-503117, filed October 25, 2001, and incorporated by reference herein.
11
  
Included in Registrant’s Form N-4/B, File No. 333-60833, Accession No. 0001017062-02-000786 filed on April 30, 2002 and incorporated by reference herein.
 
Item 25.    Directors and Officers of Pacific Life
 
Name and Address

   
Positions and Offices
with Pacific Life
 
Thomas C. Sutton
   
Director, Chairman of the Board, and Chief Executive Officer
Glenn S. Schafer
   
Director and President
Khanh T. Tran
   
Director, Executive Vice President and Chief Financial Officer
David R. Carmichael
   
Director, Senior Vice President and General Counsel
Audrey L. Milfs
   
Director, Vice President and Corporate Secretary
Edward R. Byrd
   
Vice President and Controller
Brian D. Klemens
   
Vice President and Treasurer
Gerald W. Robinson
   
Executive Vice President
 
The address for each of the persons listed above is as follows:
 
700 Newport Center Drive
Newport Beach, California 92660

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Item 26.    Persons Controlled by or Under Common Control with Pacific Life or Separate Account A
 
The following is an explanation of the organization chart of Pacific Life’s subsidiaries:
 
PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES
LEGAL STRUCTURE
 
Pacific Life is a California Stock Life Insurance Company wholly-owned by Pacific LifeCorp (a Delaware Stock Holding Company) which is, in turn, 99% owned by Pacific Mutual Holding Company (a California Mutual Holding Company). Pacific Life is the parent company of Pacific Asset Management LLC (a Delaware Limited Liability Company), Pacific Life & Annuity Company (an Arizona Stock Life Insurance Company), Pacific Select Distributors, Inc., and World-Wide Holdings Limited (a United Kingdom Corporation). Pacific Life also has a 50% ownership of Pacific Mezzanine Associates, L.L.C. (a Delaware Limited Liability Company). A subsidiary of Pacific Mezzanine Associates, L.L.C. is Pacific Mezzanine Investors, L.L.C., (a Delaware Limited Liability Company) who is the sole general partner of the PMI Mezzanine Fund, L.P. (a Delaware Limited Partnership). Subsidiaries of Pacific Asset Management LLC owns PMRealty Advisors Inc. and Pacific Financial Products Inc. (a Delaware Corporation) and has a non-managing membership interest in Allianz-PacLife Partners LLC ( a Delaware Limited Liability Company), Pacific Financial Products, Inc. and Allianz-PacLife Partners LLC own the Class E units of PIMCO Advisors L.P. (a Delaware Limited Partnership). Subsidiaries of Pacific Select Distributors, Inc. include: Associated Financial Group, Inc. along with its subsidiary Associated Securities Corporation; Mutual Service Corporation (a Michigan Corporation), along with its subsidiaries Advisors’ Mutual Service Center, Inc. (a Michigan Corporation) and Titan Value Equities Group, Inc.; and United Planners’ Group, Inc. (an Arizona Corporation), along with its subsidiary United Planners’ Financial Services of America (an Arizona Limited Partnership). Subsidiaries of World-Wide Holdings Limited include: World-Wide Reassurance Company Limited (a United Kingdom Corporation) and World- Wide Reassurance Company (BVI) Limited (a British Virgin Islands Corporation). All corporations are 100% owned unless otherwise indicated. All entities are California corporations unless otherwise indicated.

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Item 27.    Number of Contractholders
 
1)  Pacific Value — Approximately
   
59,295
     
Qualified
    
34,215
     
Non-Qualified
2)  Pacific Value for Prudential Securities — Approximately
   
    111
     
Qualified
    
    133
     
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 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

II-5

 
any such loss, liability, damage, or claim.
 
 
(b)
 
The Form of Selling Agreement between Pacific Life, Pacific Select Distributors, Inc. (PSD) and Various Broker-Dealers provides substantially as follows:
 
Pacific Life and PSD agree to indemnify and hold harmless Selling Broker-Dealer and General Agent, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or any omission to state a material fact required to be stated or necessary to make the statements made not misleading in the registration statement for the Contracts or for the shares of Pacific Select Fund (the “Fund”) filed pursuant to the 1933 Act, or any prospectus included as a part thereof, as from time to time amended and supplemented, or in any advertisement or sales literature approved in writing by Pacific Life and PSD pursuant to Section IV.E. of this Agreement.
 
Selling Broker-Dealer and General Agent agree to indemnify and hold harmless Pacific Life, the Fund and PSD, their officers, directors, agents and employees, against any and all losses, claims, damages or liabilities to which they may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (a) any oral or written misrepresentation by Selling Broker-Dealer or General Agent or their officers, directors, employees or agents unless such misrepresentation is contained in the registration statement for the Contracts or Fund shares, any prospectus included as a part thereof, as from time to time amended and supplemented, or any advertisement or sales literature approved in writing by Pacific Life and PSD pursuant to Section IV.E. of this Agreement, (b) the failure of Selling Broker-Dealer or General Agent or their officers, directors, employees or agents to comply with any applicable provisions of this Agreement or (c) claims by Sub- agents or employees of General Agent or Selling Broker-Dealer for payments of compensation or remuneration of any type. Selling Broker-Dealer and General Agent will reimburse Pacific Life or PSD or any director, officer, agent or employee of either entity for any legal or other expenses reasonably incurred by Pacific Life, PSD, or such officer, director, agent or employee in connection with investigating or defending any such loss, claims, damages, liability or action. This indemnity agreement will be in addition to any liability which Broker-Dealer may otherwise have.

II-6

 
Item 29.    Principal Underwriters
 
 
(a)
 
PSD also acts as principal underwriter for Pacific Select Separate Account, Pacific Select Exec Separate Account, Pacific Select Variable Annuity Separate Account, Pacific Corinthian Variable Separate Account, Separate Account B, Pacific Life and Annuity Pacific Select Exec Separate Account, Pacific Life and Annuity Separate Account A, COLI Separate Account, COLI II Separate Account, COLI III Separate Account, and Pacific Select Fund.
 
 
(b)
 
For information regarding PSD, reference is made to Form B-D, SEC File No. 8-15264, which is herein incorporated by reference.
 
 
(c)
 
PSD retains no compensation or net discounts or commissions from the Registrant.
 
Item 30.    Location of Accounts and Records
 
The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules under that section will be maintained by Pacific Life at 700 Newport Center Drive, Newport Beach, California 92660.
 
Item 31.    Management Services
 
Not applicable
 
Item 32.    Undertakings
 
The registrant hereby undertakes:
 
 
(a)
 
to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in this registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted, unless otherwise permitted.
 
 
(b)
 
to include either (1) as a part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information, or (3) to deliver a Statement of Additional Information with the Prospectus.
 
 
(c)
 
to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request.

II-7

 
Additional Representations
 
(a)  The Registrant and its Depositor are relying upon American Council of Life Insurance, SEC No-Action Letter, SEC Ref. No. 1P-6-88 (November 28, 1988) with respect to annuity contracts offered as funding vehicles for retirement plans meeting the requirements of Section 403(b) of the Internal Revenue Code, and the provisions of paragraphs (1)-(4) of this letter have been complied with.
 
(b)  The Registrant and its Depositor are relying upon Rule 6c-7 of the Investment Company Act of 1940 with respect to annuity contracts offered as funding vehicles to participants in the Texas Optional Retirement Program, and the provisions of Paragraphs (a)-(d) of the Rule have been complied with.
 
(c)  REPRESENTATION PURSUANT TO SECTION 26(e) 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 (b) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 14 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 18th day of December, 2002.
 
SEPARATE ACCOUNT A
                                (Registrant)
By:
  
PACIFIC LIFE INSURANCE COMPANY
By:
  
 
   
Thomas C. Sutton*
Chairman and Chief Executive Officer
 
By:
  
PACIFIC LIFE INSURANCE COMPANY
   
(Depositor)
 
By:
  
 
   
Thomas C. Sutton*
Chairman and Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 14 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
 
Signature
   
Title
  
Date
Thomas C. Sutton*
   
Director, Chairman of the Board and Chief Executive Officer
  
December 18, 2002
 
Glenn S. Schafer*
   
Director and President
  
December 18, 2002
Khanh T. Tran*
   
Director, Executive Vice President and Chief Financial Officer
  
December 18, 2002
David R. Carmichael*
   
Director, Senior Vice President and General Counsel
  
December 18, 2002
Audrey L. Milfs*
   
Director, Vice President and Corporate Secretary
  
December 18, 2002
Edward R. Byrd*
   
Vice President and Controller
  
December 18, 2002
Brian D. Klemens*
   
Vice President and Treasurer
  
December 18, 2002
Gerald W. Robinson*
   
Executive Vice President
  
December 18, 2002
 
*By:
  
/s/    DAVID R. CARMICHAEL
                                                      
December 18, 2002
   
David R. Carmichael
as attorney-in-fact
                                                        
 
(Powers of Attorney are contained in Post-Effective Amendment No. 13 of the Registration Statement filed on Form N-4 for Separate Account A, File No. 333- 60833 Accession No. 0001017062-02-000786 filed on April 30, 2002, as Exhibit 15.4)

II-9
EX-99.4(E) 3 dex994e.txt INDIVIDUAL RETIREMENT ANNUITY RIDER EXHIBIT 4.(e) [LOGO OF PACIFIC LIFE] Pacific Life Insurance Company 700 Newport Center Drive Newport Beach, CA 92660 A Stock Company INDIVIDUAL RETIREMENT ANNUITY RIDER This rider is a part of the Contract to which it is attached (the Contract) by Pacific Life Insurance Company (PL). The Contract is hereby modified as specified below in order to qualify as an Individual Retirement Annuity (IRA) under Code Section 408 (other than a Roth IRA or a SIMPLE IRA, as defined below). The provisions of this rider shall control if they are in conflict with those of the Contract. A. Definitions Annuitant - The individual named as a measuring life for periodic annuity payments under the Contract. Annuity Start Date - The date shown in the Contract Specifications, or the date the Owner has most recently elected under the Contract, if any, for the start of annuity payments if the Annuitant is still living and the Contract is in force; or if earlier, the date that annuity payments actually begin. Applicable Designation Date - September 30 of the calendar year next following the Owner's Year of Death. Applicable Distribution Period - The period used to determine the amount required to be distributed as an RMD during a Distribution Year. Code - The Internal Revenue Code of 1986, as amended. Compensation - Wages, salaries, professional fees, or other amounts derived from or received for personal services actually rendered (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, and bonuses) and includes earned income, as defined in Code Section 401(c)(2) (reduced by the deduction the self-employed individual takes for contributions made to a self-employed retirement plan). For purposes of this definition, Code Section 401(c)(2) shall be applied as if the term trade or business for purposes of Code Section 1402 included the service described in Code Section 1402 (c)(6). Compensation does not include amounts derived from or received as earnings and profits from property (including, but not limited to, interest and dividends) or amounts not includible in gross income. Compensation also does not include any amount received as a pension or annuity or as deferred compensation. Compensation shall include any amount includible in the individual's gross income under Code Section 71 with respect to a divorce or separation instrument described in Code Section 71(b)(2)(A). Contract - This annuity contract issued by PL as an IRA. Contributions - The Purchase Payments, premiums, rollovers or other contributions received by PL under the Contract. Designated Beneficiary - An individual designated or treated as a beneficiary under the Contract for RMD purposes in accordance with the Regulations under Code Section 401(a)(9)(E) and related provisions, e.g., Reg. (ss).1.401(a)(9)-4. 1 DB Election Date - The date that is 30 days prior to the DB Required Beginning Date. DB Required Beginning Date - December 31 of the calendar year next following the Owner's Year of Death. Distribution Year - A calendar year for which an RMD is required. The first Distribution Year is the calendar year in which the Owner attains age 70 1/2 (or, where applicable under Reg. (ss)1.401(a)(9)-5, Q&A-1(b), the calendar year next following the Owner's Year of Death). Each subsequent calendar year is also a Distribution Year. IRA - An individual retirement account or individual retirement annuity under Code Section 408. IRS - Internal Revenue Service. Life Expectancy - The life expectancy of one or more individuals as determined by using the appropriate table in Reg. (ss)1.401(a)(9)-9. Measuring Designated Beneficiary - The Designated Beneficiary as of the DB Required Beginning Date whose Life Expectancy is used under Regs. (ss)1.401(a)(9)-4 and (ss)1.401(a)(9)-5, Q&A-7 to determine any Applicable Distribution Period as of such date. If as of the Applicable Designation Date any trust, estate or other entity is treated under Reg. (ss)1.401(a)(9)-4, Q&A-3 as a beneficiary under the Contract (taking into account any Separate Shares), the Contract shall be deemed to have no Measuring Designated Beneficiary. If as of the Applicable Designation Date the Contract (taking into account any Separate Shares) has more than one Designated Beneficiary (and no entity beneficiary), the Measuring Designated Beneficiary is the Designated Beneficiary with the shortest Life Expectancy as of such date. Non Roth IRA - An IRA that is not a Roth IRA. Notice Date - The day on which PL receives, in a form satisfactory to PL, proof of death and instructions satisfactory to PL regarding payment of death benefit proceeds. Owner or You -The Owner of the Contract. Owner's Election Date - December 1 of the calendar year in which the Owner attains age 70 1/2. Owner's Year of Death - The calendar year in which the Owner dies. PL - Pacific Life Insurance Company. Plan - A tax-qualified retirement plan or arrangement, including an IRA. QDRO - A qualified domestic relations order under Code Section 414(p). Regulation or Reg. - A regulation issued or proposed pursuant to the Code. Required Beginning Date - April 1 of the calendar year next following the calendar year in which the Owner reaches age 70 1/2. RMD - Required minimum distribution under Code Section 401(a)(9) or related Code provision. Roth IRA - An IRA under Code Section 408A. Separate Share - A separate portion or segregated share of the benefits under the Contract that is determined by an acceptable separate accounting under Reg. (ss)1.401(a)(9)-8, Q&A-3, or that qualifies as a segregated share for an alternate payee under a QDRO under Reg. (ss)1.401(a)(9)-8, Q&A-6(b)(1). A Separate Share shall be treated as a separate Contract for RMD purposes and Sections 8 and 9 below. SEP - A Simplified Employee Pension form of IRA under Code Section 408(k). 2 SIMPLE IRA - A SIMPLE IRA under Code Section 408(p). Spouse - The Owner's spouse, including a former spouse covered by a QDRO who is treated as the Owner's spouse pursuant to Reg. (ss)1.401(a)(9)-8, Q&A-6. Spouse's Continuation Election Date - The date that is 30 days prior to the earlier of the Spouse's Required Beginning Date or December 31 of the fifth calendar year after the Owner's Year of Death, in accordance with Reg. (ss)1.401(a)(9)-3, Q&A-4(c). Spouse's Required Beginning Date - The later of December 31 of the calendar year next following the Owner's Year of Death or December 31 of the calendar year in which the deceased Owner would have attained age 70 1/2. Spouse's Year of Death - The calendar year in which the Surviving Spouse dies. Surviving Spouse -The surviving Spouse of a deceased Owner. B. IRA Provisions 1. The Annuitant shall at all times be the Owner of the Contract (or its beneficial Owner where a fiduciary is its legal Owner). Such individual Owner's rights under the Contract shall be nonforfeitable, and the Contract shall be for the exclusive benefit of such Owner and his or her beneficiaries. 2. No benefits under the Contract may be transferred, sold, assigned, or pledged as collateral for a loan, or as security for the performance of an obligation, or for any other purpose, to any person; except that the Contract may be transferred to a former or separated spouse of the Owner under a divorce or separation instrument described in Code Section 408(d)(6). In the event of such a transfer, the transferee shall be treated for all purposes as the Owner under the Contract. 3. Except in the case of a "rollover" contribution as permitted by Code Section 402(c), 402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), or 457(e)(16) or a Contribution made in accordance with the terms of a SEP, the Contributions paid under the Contract must be paid in cash, and for any calendar year may not exceed the lesser of the Owner's Compensation for such year or the following applicable dollar limit: Year Limit ---- ----- 2002-2004 $ 3,000 2005-2007 $ 4,000 2008 & later $ 5,000 In addition, for years after 2008 the $5000 limit will be indexed for cost-of-living adjustments under Code Section 219(b)(5)(C) at $500 increments. For an Owner age 50 or older the above dollar limits are increased as follows: Year Limit ---- ----- 2002-2005 $ 500 2006 & later $ 1,000 However, for any calendar year in which the Owner has attained age 70 1/2, the total limit is reduced to zero. 4. If the Contract is issued as part of a SEP, Contributions must be made in accordance with the written terms of the SEP and Code Section 408(k), and must be paid in cash. 3 5. No Contribution shall be allowed into the Contract under a SIMPLE IRA Plan established by an employer pursuant to Code Section 408(p). Also, no transfer or rollover of funds attributable to contributions made by a particular employer under its SIMPLE IRA Plan shall be allowed into the Contract from a SIMPLE IRA prior to the expiration of the 2-year period beginning on the date the individual Owner first participated in that employer's SIMPLE IRA Plan. 6. Any Purchase Payment (or premium payment) under the Contract is not fixed, but may not be less than any minimum amount stated in the Purchase Payment (or Premiums) provisions of the Contract. 7. Any Purchase Payment (or premium) refund declared by PL under the Contract, other than a refund attributable to an excess Contribution, shall be applied toward the purchase of additional benefits before the close of the calendar year following the calendar year of the refund. 8. The Contract and all distributions made under it shall comply with the RMD and incidental death benefit rules of Code Sections 401(a)(9), 408(a)(6) and 408(b)(3) and the Regulations thereunder, and such rules shall override any distribution options in the Contract that are inconsistent with those Code Sections. Accordingly: (a) The entire interest under the Contract shall be distributed: (i) No later than the Required Beginning Date, or (ii) By periodic distributions, starting no later than the Required Beginning Date, over the Owner's life or the lives of the Owner and a Designated Beneficiary (or over a period not extending beyond the Owner's Life Expectancy or the joint and last survivor Life Expectancy of the Owner and a Designated Beneficiary). (b) RMDs shall be made in accordance with the Regulations under Code Section 401(a)(9) and related Code provisions. Accordingly: (i) Unless the Owner elects otherwise in writing to PL by the Owner's Election Date to have the Owner's entire interest distributed under another method offered by PL that qualifies under Code Section 401(a)(9), the RMD amount that must be distributed each Distribution Year with respect to the Contract shall be equal to the quotient obtained by dividing the account balance for the Contract (as determined under Reg. (ss)1.408-8, Q&A-6) by the Applicable Distribution Period. For these purposes -- (1) The Applicable Distribution Period is determined by using the Uniform Lifetime Table in Reg. (ss)1.401(a)(9)-9, Q&A-2 in accordance with Reg. (ss)1.401(a)(9)-5, Q&A-4(a), or (2) If the Owner's spouse is treated as the sole Designated Beneficiary for the Contract (taking Separate Shares into account) for the Distribution Year under Reg. (ss)1.401(a)(9)-5, Q&A-4(b), the Applicable Distribution Period is the longer of the distribution period under subparagraph (1) immediately above or the joint Life Expectancy of the Owner and such spouse, recalculated annually and based on their attained ages as of their birthdays in such Distribution Year, as reflected in the Joint and Last Survivor Table in Reg. (ss)1.401(a)(9)-9, Q&A-3. Such RMD must be distributed no later than the Required Beginning Date for the first Distribution Year, and for each subsequent Distribution Year by December 31 thereof. However, the Owner may arrange to have any portion (or all) of such RMD distributed from another Non Roth IRA owned by such Owner (rather than from the Contract) in accordance with Reg. (ss)1.408-8, Q&A-9. If the Owner dies on or after the Required Beginning Date, an RMD is required for the Owner's Year of Death, determined as if the Owner had lived throughout that year. 4 (ii) As of the Owner's Election Date or at any time thereafter (on 30 days notice to PL), the Owner may elect in writing to have any portion or all of the undistributed interest under the Contract applied to an annuity option offered by PL that qualifies under Code Section 401(a)(9). Such an annuity option must make annuity or other periodic payments at intervals no longer than one year, and must satisfy the other requirements of Reg. (ss)1.401(a)(9)-6T, including: (1) Period certain annuity without a life contingency. The period certain may not exceed the maximum period specified in Reg. (ss)1.401(a)(9)-6T, Q&A-3. (2) Life annuity or a joint and survivor annuity. A life annuity must be on the Owner's life. Any periodic annuity payment to any survivor under a joint and survivor annuity may not exceed the applicable percentage of the annuity payment to the Owner and other limits, as provided in Reg. (ss)1.401(a)(9)-6T, Q&A-2. (3) Life (or joint and survivor) annuity with period certain. The amounts of the annuity payments must satisfy the requirements in Reg. (ss)1.401(a)(9)-6T, Q&A-1(b) and Q&A-2(d). (4) Annuity payments may not be in increasing amounts, except as allowed by Reg. (ss)1.401(a)(9)-6T, Q&A-1(a) or Q&A-4(b). 9. Upon the Owner's death, RMDs shall be made under the Contract in accordance with this Section 9 and the Regulations under Code Section 401(a)(9) and related Code provisions. Accordingly, selection of any annuity or other distribution option described in the Contract that does not satisfy the requirements of this Section 9 shall not be permitted. (a) If the Owner dies before distribution of his or her interest in the Contract has begun in accordance with paragraph 8(a) above, the entire interest shall be distributed by December 31 of the fifth calendar year that follows the Owner's Year of Death, except to the extent that paragraph 9(c) or (d) below applies. (b) If the Owner dies after distribution of the Owner's interest in the Contract has begun in accordance with paragraph 8(a) above but before the Owner's entire interest has been distributed, the remaining interest shall be distributed at least as rapidly as under the method of distribution being used immediately prior to the Owner's death, except to the extent that paragraph 9(c) or (d) below applies. To the extent that the Contract has no annuity payout option in effect and no Measuring Designated Beneficiary as of the Applicable Designation Date (and paragraph (9)(c) and (d) do not apply), then the Applicable Distribution Period shall be determined by the Owner's remaining Life Expectancy, using the Owner's age as of the Owner's birthday in the Owner's Year of Death. For Distribution Years after the Owner's Year of Death such Applicable Distribution Period is reduced by one year for each calendar year that has elapsed since the Owner's Year of Death. (c) If the Surviving Spouse is the sole Designated Beneficiary under the Contract (taking Separate Shares into account) as of the Applicable Designation Date, then - (i) If no irrevocable written election to the contrary has been filed with PL by the deceased Owner or the Surviving Spouse prior to the Spouse's Continuation Election Date, the Contract shall continue in the name of the deceased Owner, and RMDs must begin by the Spouse's Required Beginning Date and be made in accordance with Section 8 above. For these purposes, the Applicable Distribution Period for each Distribution Year after the Owner's Year of Death - (1) Is measured by the Surviving Spouse's remaining Life Expectancy, recalculated annually through the Spouse's Year of Death, and 5 (2) For a Distribution Year after the Spouse's Year of Death, is measured by the Surviving Spouse's remaining Life Expectancy as of the Surviving Spouse's birthday in the Spouse's Year of Death, reduced by one year for each calendar year that has elapsed since the calendar year next following the Spouse's Year of Death. However, if the Owner dies on or after the Required Beginning Date, such Applicable Distribution Period shall not be shorter than the Applicable Distribution Period measured by using the Owner's remaining Life Expectancy in accordance with paragraph 9(b) above and Reg. (ss)1.401(a)(9)-5, Q&A-5(a)(1). If the Surviving Spouse dies before the Spouse's Required Beginning Date for such a continued Contract, then the Surviving Spouse shall be treated as the deceased Owner for purposes of this Section 9 (except that any surviving spouse of such a deceased Surviving Spouse cannot continue the Contract further under this subparagraph (i) as a Surviving Spouse). Any Surviving Spouse may arrange to have any portion (or all) of any RMD that is distributable with respect to such spouse's interest in the Contract distributed from another Non Roth IRA formerly owned by the deceased Owner for which such spouse is also a designated beneficiary (rather than from the Contract) in accordance with Reg. (ss)1.408-8, Q&A-9. (ii) The Surviving Spouse may elect at any time to treat the entire remaining interest in the Contract as an IRA of such Surviving Spouse, if such Surviving Spouse has an unlimited right to withdraw amounts from the Contract and is the sole beneficiary of the Contract, within the meaning of Reg. (ss)1.408-8, Q&A-5(a). Such an eligible Surviving Spouse shall make such an election by a written request to PL to redesignate such Surviving Spouse as the Owner and Annuitant of the Contract. Such an eligible Surviving Spouse shall be deemed to have made such an election if either - (1) Such Surviving Spouse makes any transfer, rollover or other contribution of any amount for the benefit of such Surviving Spouse into the Contract, or (2) Such Surviving Spouse directs PL in writing to transfer or rollover any part or all of the assets to which such Surviving Spouse is entitled under the Contract to another IRA owned by such Surviving Spouse or to another Plan for the benefit of such Surviving Spouse, or (3) Any RMD that is required to be distributed from the Contract under this Section 9 or under Code Section 401(a)(9) (e.g., in the case of any amount rolled over or transferred into the Contract from a Plan) is not distributed within the appropriate time. (iii) The Surviving Spouse may make an irrevocable election in writing with PL by the Spouse's Continuation Election Date to have such Surviving Spouse's entire interest under the Contract distributed under another method offered by PL that qualifies under Code Section 401(a)(9). In addition to any optional method that qualifies under the 5-year rule in paragraph 9(a) above, such optional methods include the following: (1) Any annuity option that satisfies Reg. (ss)1.401(a)(9)-5, Q&A-1(e) and provides for periodic distributions that begin no later than the Spouse's Required Beginning Date, or (2) Any other method that provides for periodic distributions that begin no later than the Spouse's Required Beginning Date and do not extend beyond the Applicable Distribution Period determined in accordance with subparagraph 9(c)(i) above. (d) If as of the Applicable Designation Date the Contract (taking any Separate Shares into account) has at least one Designated Beneficiary and no entity (e.g., a trust or estate) is treated under Reg. (ss)1.401(a)(9)-4, Q&A-3 as a beneficiary under the Contract, then - 6 (i) To the extent that no irrevocable election to the contrary has been filed with PL by the deceased Owner or any such Designated Beneficiary by the DB Election Date (and no Surviving Spouse is the sole Designated Beneficiary), then annual distributions of the remaining interest in the Contract must be made over the Applicable Distribution Period starting with the DB Required Beginning Date. In that case, the RMD amount that must be distributed each Distribution Year with respect to the Contract shall be equal to the quotient obtained by dividing the account balance for the Contract (as determined in accordance with subparagraph 8(b)(i) above) by the Applicable Distribution Period. For these purposes - (1) The Applicable Distribution Period for the Distribution Year next following the Owner's Year of Death is determined by the Measuring Designated Beneficiary's remaining Life Expectancy, using such beneficiary's age as of such beneficiary's birthday in such Distribution Year; and (2) For a subsequent Distribution Year the Applicable Distribution Period is reduced by one year for each calendar year that has elapsed since the calendar year next following the Owner's Year of Death. However, if the Owner dies on or after the Required Beginning Date, such Applicable Distribution Period shall not be shorter than the Applicable Distribution Period measured by using the Owner's remaining Life Expectancy in accordance with paragraph 9(b) above and Reg. (ss)1.401(a)(9)-5, Q&A-5(a)(1). Such RMD must be distributed no later than the DB Required Beginning Date, and for each subsequent Distribution Year by December 31 thereof. However, any Designated Beneficiary may arrange to have any portion (or all) of such RMD (that is distributable with respect to such beneficiary's interest in the Contract) distributed from another Non Roth IRA formerly owned by such deceased Owner for which such beneficiary is also a designated beneficiary (rather than from the Contract) in accordance with Reg. (ss)1.408-8, Q&A-9. (ii) Any such Designated Beneficiary may make an irrevocable election in writing with PL by the DB Election Date to have such Designated Beneficiary's entire interest under the Contract distributed under another method offered by PL that qualifies under Code Section 401(a)(9). In addition to any optional method that qualifies under the 5-year rule in paragraph 9(a) above, such optional methods include the following: (1) Any annuity option that satisfies Reg. (ss)1.401(a)(9)-5, Q&A-1(e) and provides for periodic distributions that begin no later than the DB Required Beginning Date, or (2) Any other method that provides for periodic distributions that begin no later than the DB Required Beginning Date and do not extend beyond the Applicable Distribution Period determined in accordance with subparagraph 9(d)(i) above. (e) Any amount payable to a minor child of the Owner shall be treated as if it is payable to the Surviving Spouse if the remainder of the interest becomes payable to such spouse when such child reaches the age of majority. (f) Unless the Owner provides to the contrary in writing to PL, any beneficiary of any interest under the Contract shall have an unlimited right after the Notice Date, upon 30 days written notice to PL, to withdraw any portion or all of such interest or to apply any such amount to an annuity option that qualifies under Reg. (ss)1.401(a)(9)-5, Q&A-1(e). (g) If the Owner dies before the entire interest under the Contract has been distributed, no additional cash Contributions or rollover Contributions shall be allowed into the Contract, except where the Surviving Spouse elects (or is deemed to elect) to convert the Contract to be his or her own IRA, as specified above in this Section 9. 7 10. PL shall furnish annual calendar year reports concerning the status of the Contract and such information concerning RMDs as is prescribed by the IRS. C. Tax Qualification Provisions The Contract as amended by this rider is intended to qualify as part of a tax-qualified individual retirement arrangement, plan or contract that meets the requirements of Code Section 408 and any applicable Regulations relating thereto. To that end, the provisions of this rider and the Contract (including any other rider or endorsement) are to be interpreted to ensure or maintain such tax qualification, despite any other provision to the contrary. PL reserves the right to amend this rider to comply with any future changes in the Code or any Regulations, rulings or other published guidance under the Code, or to reflect any clarifications that may be needed or are appropriate to maintain such tax qualification, without consent (except for the states of Michigan, Pennsylvania, South Carolina and Washington, where affirmative consent is required). PL shall provide the Owner with a copy of any such amendment. All other terms and conditions of your Contract remain unchanged. PACIFIC LIFE INSURANCE COMPANY /s/ Thomas C. Sutton /s/ Audrey L. Milfs Chairman and Chief Executive Officer Secretary 8 EX-99.4(F) 4 dex994f.txt ROTH RETIREMENT ANNUITY RIDER EXHIBIT 4.(f) [LOGO OF PACIFIC LIFE] Pacific Life Insurance Company 700 Newport Center Drive Newport Beach, CA 92660 A Stock Company ROTH INDIVIDUAL RETIREMENT ANNUITY RIDER This rider is a part of the Contract to which it is attached (the Contract) by Pacific Life Insurance Company (PL). The Contract is hereby modified as specified below in order to qualify as a Roth Individual Retirement Annuity (Roth IRA) under Code Section 408A. The provisions of this rider shall control if they are in conflict with those of the Contract. A. Definitions Annuitant - The individual named as a measuring life for periodic annuity payments under the Contract. Annuity Start Date - The date shown in the Contract Specifications, or the date the Owner has most recently elected under the Contract, if any, for the start of annuity payments if the Annuitant is still living and the Contract is in force; or if earlier, the date that annuity payments actually begin. Applicable Designation Date - September 30 of the calendar year next following the Owner's Year of Death. Applicable Distribution Period - The period used to determine the amount required to be distributed as an RMD during a Distribution Year. Code -The Internal Revenue Code of 1986, as amended. Compensation - Wages, salaries, professional fees, or other amounts derived from or received for personal services actually rendered (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, and bonuses) and includes earned income, as defined in Code Section 401(c)(2) (reduced by the deduction the self-employed individual takes for contributions made to a self-employed retirement plan). For purposes of this definition, Code Section 401(c)(2) shall be applied as if the term trade or business for purposes of Code Section 1402 included the service described Code Section 1402 (c)(6). Compensation does not include amounts derived from or received as earnings and profits from property (including, but not limited to, interest and dividends) or amounts not includible in gross income. Compensation also does not include any amount received as a pension or annuity or as deferred compensation. Compensation shall include any amount includible in the individual's gross income under Code Section 71 with respect to a divorce or separation instrument described in Code Section 71(b)(2)(A). In the case of a married individual filing a joint return, the greater compensation of his or her spouse is treated as his or her own compensation, but only to the extent that such spouse's compensation is not being used for purposes of the spouse making a contribution to a Roth IRA or a Non Roth IRA. Contract - This annuity contract issued by PL as a Roth IRA. Contributions - The Purchase Payments, premiums, rollovers or other contributions received by PL under the Contract. 1 Designated Beneficiary - An individual designated or treated as a beneficiary under the Contract for RMD purposes in accordance with the Regulations under Code Section 401(a)(9)(E) and related provisions, e.g., Reg.(ss)1.401(a)(9)-4. DB Election Date - The date that is 30 days prior to the DB Required Beginning Date. DB Required Beginning Date - December 31 of the calendar year next following the Owner's Year of Death. Distribution Year - A calendar year for which an RMD is required. The first Distribution Year is the calendar year that contains the DB Required Beginning Date or the Spouse Required Beginning Date, whichever is applicable. Each subsequent calendar year is also a Distribution Year. IRA - An individual retirement account or individual retirement annuity under Code Section 408. IRS - Internal Revenue Service. Life Expectancy - The life expectancy of one or more individuals as determined by using the appropriate table in Reg. (ss)1.401(a)(9)-9. Measuring Designated Beneficiary - The Designated Beneficiary as of the DB Required Beginning Date whose Life Expectancy is used under Regs. (ss)1.401(a)(9)-4 and (ss) 1.401(a)(9)-5, Q&A-7 to determine any Applicable Distribution Period as of such date. If as of the Applicable Designation Date any trust, estate or other entity is treated under Reg. (ss)1.401(a)(9)-4, Q&A-3 as a beneficiary under the Contract (taking into account any Separate Shares), the Contract shall be deemed to have no Measuring Designated Beneficiary. If as of the Applicable Designation Date the Contract (taking into account any Separate Shares) has more than one Designated Beneficiary (and no entity beneficiary), the Measuring Designated Beneficiary is the Designated Beneficiary with the shortest Life Expectancy as of such date. Non Roth IRA - An IRA that is not a Roth IRA. Notice Date - The day on which PL receives, in a form satisfactory to PL, proof of death and instructions satisfactory to PL regarding payment of death benefit proceeds. Owner or You -The Owner of the Contract. Owner's Year of Death - The calendar year in which the Owner dies. PL - Pacific Life Insurance Company. Plan - A tax-qualified retirement plan or arrangement, including an IRA. QDRO - A qualified domestic relations order under Code Section 414(p). Regulation or Reg.- A regulation issued or proposed pursuant to the Code. RMD - Required minimum distribution under Code Section 401(a)(9) or related Code provision. Roth IRA - An IRA under Code Section 408A. Separate Share - A separate portion or segregated share of the benefits under the Contract that is determined by an acceptable separate accounting under Reg. (ss)1.401(a)(9)-8, Q&A-3, or that qualifies as a segregated share for an alternate payee under a QDRO under Reg. (ss)1.401(a)(9)-8, Q&A-6(b)(1). A Separate Share shall be treated as a separate Contract for RMD purposes and Section 6 below. SEP - A Simplified Employee Pension form of IRA under Code Section 408(k). SIMPLE IRA - A SIMPLE IRA under Code Section 408(p). 2 Spouse - The Owner's spouse, including a former spouse covered by a QDRO who is treated as the Owner's spouse pursuant to Reg. (ss)1.401(a)(9)-8, Q&A-6. Spouse's Continuation Election Date - The date that is 30 days prior to the earlier of the Spouse's Required Beginning Date or December 31 of the fifth calendar year after the Owner's Year of Death, in accordance with Reg. (ss)1.401(a)(9)-3, Q&A-4(c). Spouse's Required Beginning Date - The later of December 31 of the calendar year next following the Owner's Year of Death or December 31 of the calendar year in which the deceased Owner would have attained age 70 1/2. Spouse's Year of Death - The calendar year in which the Surviving Spouse dies. Surviving Spouse - The surviving Spouse of a deceased Owner. B. Roth IRA Provisions 1. The Annuitant shall at all times be the Owner of the Contract (or its beneficial Owner where a fiduciary is its legal Owner). Such individual Owner's rights under the Contract shall be nonforfeitable, and the Contract shall be for the exclusive benefit of such Owner and his or her beneficiaries. 2. No benefits under the Contract may be transferred, sold, assigned, or pledged as collateral for a loan, or as security for the performance of an obligation, or for any other purpose, to any person; except that the Contract may be transferred to a former or separated spouse of the Owner under a divorce or separation instrument described in Code Section 408(d)(6). In the event of such a transfer, the transferee shall be treated for all purposes as the Owner under the Contract. 3. (a) Maximum permissible amount. Except in the case of a "qualified rollover contribution" or a recharacterization (as defined in paragraph 3(e) below), no Contribution will be allowed into the Contract unless it is in cash and the total of such Contributions to all the individual Owner's Roth IRAs for a taxable year does not exceed the lesser of the Owner's Compensation for such year or the following applicable dollar limit: Year Limit ---- ------- 2002-2004 $ 3,000 2005-2007 $ 4,000 2008 & later $ 5,000 In addition, for years after 2008 the $5000 limit will be indexed for cost-of-living adjustments under Code Section 219(b)(5)(C) at $500 increments. For an Owner age 50 or older the above dollar limits are increased as follows: Year Limit ---- ------- 2002-2005 $ 500 2006 & later $ 1,000 Such a Contribution is referred to herein as a "regular contribution." A "qualified rollover contribution" is a rollover contribution that meets the requirements of Code Sections 408(d)(3) and 408A(c)(3)(B), except that the one-rollover-per-year rule of Code Section 408(d)(3)(B) does not apply if the rollover contribution is from a Non Roth IRA. Contributions may be limited under paragraphs 3(b) through (d) below. (b) Regular contribution limit. If subparagraph 3(b) (i) or (ii) below apply, the maximum regular contributions that can be made to all of the Owner's Roth IRAs for a taxable year is the smaller of the amounts determined under subparagraph 3(b) (i) or (ii) below. 3 (i) The maximum regular contribution is phased out ratably between certain levels of modified adjusted gross income ("modified AGI," defined in paragraph 3(f) below) in accordance with the following table:
Filing Status Full Contribution Phase-out Range No Contribution Modified AGI ------------------------------------------------------------------------- Single or Head of Household $95,000 or less Between $95,000 and $110,000 or more $110,000 Joint Return $150,000 or less Between $150,000 $160,000 or more and $160,000 Married-Separate Return $0 Between $0 and $10,000 or more $10,000
For purposes of this table, a husband and wife are not treated as married for a taxable year if they have lived apart at all times during such year and file separate returns for such year. If the Owner's modified AGI for a taxable year is in the phase-out range, the maximum regular contribution determined under this table for that taxable year is rounded up to the next multiple of $10 and is not reduced below $200. (ii) If the Owner makes regular contributions to both Roth and Non Roth IRAs for a taxable year, the maximum regular contribution that can be made to all the Owner's Roth IRAs for that taxable year is reduced by the regular contributions made to the Owner's Non Roth IRAs for the taxable year (ignoring SIMPLE IRA or SEP contributions). (c) Qualified rollover contribution limit. A rollover from a Non Roth IRA ------------------------------------- cannot be made to this Roth IRA Contract if, for the year the amount is distributed from the Non Roth IRA, (i) the Owner is married and files a separate return, (ii) the Owner is not married and has modified AGI in excess of $100,000 or (iii) the Owner is married and together the Owner and the Owner's spouse have modified AGI in excess of $100,000. For purposes of the preceding sentence, a husband and wife are not treated as married for a taxable year if they have lived apart at all times during such year and file separate returns for such year. (d) SIMPLE IRA and SEP limits. No Contribution shall be allowed into the ------------------------- Contract under a SIMPLE IRA or SEP Plan. Also, no transfer or rollover of funds attributable to contributions made by a particular employer under its SIMPLE IRA Plan shall be allowed into the Contract from a SIMPLE IRA prior to the expiration of the 2-year period beginning on the date the individual Owner first participated in that employer's SIMPLE IRA Plan. (e) Recharacterization. A regular contribution to a Non Roth IRA may be ------------------- recharacterized pursuant to Reg.(ss)1.408A-5 as a regular contribution to this Roth IRA Contract, subject to the limits in paragraph 3(b) above. (f) Modified AGI. For purposes of paragraphs 3(b) and (c) above, an ------------ Owner's modified AGI for a taxable year is defined in Code Section 408A(c)(3)(C)(i) and does not include (i) any amount included in adjusted gross income as a result of a rollover from a Non Roth IRA (a "conversion") or (ii) for purposes of the rollover rules in paragraph 3(c) above during the years 2005-2010, any RMD from an IRA under Code Section 401(a)(9) or a related Code provision. 4. Any Purchase Payment (or premium payment) under the Contract is not fixed, but may not be less than any minimum amount stated in the Purchase Payment (or Premiums) provisions of the Contract. 5. Any Purchase Payment (or premium) refund declared by PL under the Contract, other than a refund attributable to an excess Contribution, shall be applied toward the purchase of additional benefits before the close of the calendar year following the calendar year of the refund. 4 6. Upon the Owner's death, the Contract and all distributions under it shall comply with the RMD rules in Code Sections 401(a)(9), 408(a)(6) and 408(b)(3), as modified by Code Section 408A(c)(5), and in the Regulations thereunder, and such rules shall override any distribution options in the Contract that are inconsistent with such rules. Consequently, distributions shall be made in accordance with this Section 6 and the Regulations under those Code Sections. Selection of any annuity or other distribution option described in the Contract that does not satisfy the requirements of this Section 6 shall not be permitted. (a) Upon the Owner's death, the entire interest shall be distributed by December 31 of the fifth calendar year that follows the Owner's Year of Death, except to the extent that paragraph 6(b) or (c) below applies. (b) If the Surviving Spouse is the sole Designated Beneficiary under the Contract (taking Separate Shares into account) as of the Applicable Designation Date, then - (i) If no irrevocable written election to the contrary has been filed with PL by the deceased Owner or the Surviving Spouse prior to the Spouse's Continuation Election Date, the Contract shall continue in the name of the deceased Owner, and RMDs must begin by the Spouse's Required Beginning Date and be distributed over the Surviving Spouse's remaining Life Expectancy (by December 31 of each subsequent Distribution Year). The RMD amount that must be distributed each Distribution Year with respect to the Contract shall be equal to the quotient obtained by dividing the account balance for the Contract (as determined under Reg. (ss)1.408-8, Q&A-6) by the Applicable Distribution Period. For these purposes, the Applicable Distribution Period for each Distribution Year after the Owner's Year of Death - (1) Is measured by the Surviving Spouse's remaining Life Expectancy, recalculated annually through the Spouse's Year of Death, and (2) For a Distribution Year after the Spouse's Year of Death, is measured by the Surviving Spouse's remaining Life Expectancy as of the Surviving Spouse's birthday in the Spouse's Year of Death, reduced by one year for each calendar year that has elapsed since the calendar year next following the Spouse's Year of Death. If the Surviving Spouse dies before the Spouse's Required Beginning Date for such a continued Contract, then the Surviving Spouse shall be treated as the deceased Owner for purposes of this Section 6 (except that any surviving spouse of such a deceased Surviving Spouse cannot continue the Contract further under this subparagraph (i) as a Surviving Spouse). Any Surviving Spouse may arrange to have any portion (or all) of any RMD that is distributable with respect to such Surviving Spouse's interest in the Contract distributed from another Roth IRA formerly owned by such deceased Owner for which such Surviving Spouse is also a designated beneficiary (rather than from the Contract) in accordance with Reg. (ss)1.408-8, Q&A-9. (ii) The Surviving Spouse may elect at any time to treat the entire remaining interest in the Contract as a Roth IRA of such Surviving Spouse, if such Surviving Spouse has an unlimited right to withdraw amounts from the Contract and is the sole beneficiary of the Contract, within the meaning of Reg. (ss)1.408-8, Q&A-5(a). Such an eligible Surviving Spouse shall make such an election by a written request to PL to redesignate such Surviving Spouse as the Owner and Annuitant of the Contract. Such an eligible Surviving Spouse shall be deemed to have made such an election if either - (1) Such Surviving Spouse makes any transfer, rollover or other contribution of any amount for the benefit of such Surviving Spouse into the Contract, or 5 (2) Such Surviving Spouse directs PL in writing to transfer or rollover any part or all of the assets to which such Surviving Spouse is entitled under the Contract to another IRA owned by such Surviving Spouse, or (3) Any RMD that is required to be distributed from the Contract under this Section 6 or under Code Section 401(a)(9) (e.g., in the case of any amount rolled over or transferred into the Contract from a Plan) is not distributed within the appropriate time. (iii) The Surviving Spouse may make an irrevocable election in writing with PL by the Spouse's Continuation Election Date to have such Surviving Spouse's entire interest under the Contract distributed under another method offered by PL that qualifies under Code Section 401(a)(9). In addition to any optional method that qualifies under the 5-year rule in paragraph 6(a) above, such optional methods include the following: (1) Any annuity option that satisfies Reg.(ss)1.401(a)(9)-5, Q&A-1(e) and provides for periodic distributions that begin no later than the Spouse's Required Beginning Date, or (2) Any other method that provides for periodic distributions that begin no later than the Spouse's Required Beginning Date and do not extend beyond the remaining Life Expectancy of such Surviving Spouse. (c) If as of the Applicable Designation Date the Contract (taking any Separate Shares into account) has at least one Designated Beneficiary and no entity (e.g., a trust or estate) is treated under Reg. (ss)1.401(a)(9)-4, Q&A-3 as a beneficiary under the Contract, then - (i) To the extent that no irrevocable election to the contrary has been filed with PL by the deceased Owner or any such Designated Beneficiary by the DB Election Date (and no Surviving Spouse is the sole Designated Beneficiary), then annual distributions of the remaining interest in the Contract must be made over the Applicable Distribution Period starting with the DB Required Beginning Date. In that case, the RMD amount that must be distributed each Distribution Year with respect to the Contract shall be equal to the quotient obtained by dividing the account balance for the Contract (as determined in accordance with subparagraph 6(b)(i) above) by the Applicable Distribution Period. For these purposes - (1) The Applicable Distribution Period for the Distribution Year next following the Owner's Year of Death is determined by the Measuring Designated Beneficiary's remaining Life Expectancy, using such beneficiary's age as of such beneficiary's birthday in such Distribution Year; and (2) For a subsequent Distribution Year the Applicable Distribution Period is reduced by one year for each calendar year that has elapsed since the calendar year next following the Owner's Year of Death. Such RMD amount must be distributed no later than the DB Required Beginning Date, and for each subsequent Distribution Year by December 31 thereof. However, any Designated Beneficiary may arrange to have any portion (or all) of such RMD (that is distributable with respect to such beneficiary's interest in the Contract) distributed from another Roth IRA formerly owned by such deceased Owner for which such beneficiary is also a designated beneficiary (rather than from the Contract) in accordance with Reg. (ss)1.408-8, Q&A-9. (ii) Any such Designated Beneficiary may make an irrevocable election in writing with PL by the DB Election Date to have such Designated Beneficiary's entire interest under the Contract distributed under another method offered by PL that qualifies under Code Section 401(a)(9). In addition to any optional method that qualifies under the 5-year rule in paragraph 6(a) above, such optional methods include the following: 6 (1) Any annuity option that satisfies Reg.(ss)1.401(a)(9)-5, Q&A-1(e) and provides for periodic distributions that begin no later than the DB Required Beginning Date, or (2) Any other method that provides for periodic distributions that begin no later than the DB Required Beginning Date and do not extend beyond the remaining Life Expectancy of the Measuring Designated Beneficiary. (d) Any amount payable to a minor child of the Owner shall be treated as if it is payable to the Surviving Spouse if the remainder of the interest becomes payable to such spouse when such child reaches the age of majority. (e) Unless the Owner provides to the contrary in writing to PL, any beneficiary of any interest under the Contract shall have an unlimited right after the Notice Date, upon 30 days written notice to PL, to withdraw any portion or all of such interest or to apply any such amount to an annuity option that qualifies under Reg. (ss)1.401(a)(9)-5, Q&A-1(e). (f) If the Owner dies before the entire interest under the Contract has been distributed, no additional cash Contributions or rollover Contributions shall be allowed into the Contract, except where the Surviving Spouse elects (or is deemed to elect) to convert the Contract to be his or her own Roth IRA, as specified above in this Section 6. 7. PL shall furnish annual calendar year reports concerning the status of the Contract and such information concerning RMDs as is prescribed by the IRS. C. Tax Qualification Provisions The Contract as amended by this rider is intended to qualify as a Roth IRA contract that meets the requirements of Code Section 408A and any applicable Regulations relating thereto. To that end, the provisions of this rider and the Contract (including any other rider or endorsement) are to be interpreted to ensure or maintain such tax qualification, despite any other provision to the contrary. PL reserves the right to amend this rider to comply with any future changes in the Code or any Regulations, rulings or other published guidance under the Code, or to reflect any clarifications that may be needed or are appropriate to maintain such tax qualification, without consent (except for the states of Michigan, Pennsylvania, South Carolina and Washington, where affirmative consent is required). PL shall provide the Owner with a copy of any such amendment. All other terms and conditions of your Contract remain unchanged. PACIFIC LIFE INSURANCE COMPANY /s/ Thomas C. Sutton /s/ Audrey L. Milfs Chairman and Chief Executive Officer Secretary 7 EX-99.4(G) 5 dex994g.txt SIMPLE RETIREMENT ANNUITY RIDER EXHIBIT 4.(g) [LOGO OF PACIFIC LIFE] Pacific Life Insurance Company 700 Newport Center Drive Newport Beach, CA 92660 A Stock Company SIMPLE INDIVIDUAL RETIREMENT ANNUITY RIDER This rider is a part of the Contract to which it is attached (the Contract) by Pacific Life Insurance Company (PL). The Contract is hereby modified as specified below in order to qualify as a SIMPLE Individual Retirement Annuity (SIMPLE IRA) under Code Section 408(p). The provisions of this rider shall control if they are in conflict with those of the Contract. A. Definitions Annuitant - The individual named as a measuring life for periodic annuity payments under the Contract. Annuity Start Date - The date shown in the Contract Specifications, or the date the Owner has most recently elected under the Contract, if any, for the start of annuity payments if the Annuitant is still living and the Contract is in force; or if earlier, the date that annuity payments actually begin. Applicable Designation Date - September 30 of the calendar year next following the Owner's Year of Death. Applicable Distribution Period - The period used to determine the amount required to be distributed as an RMD during a Distribution Year. Code - The Internal Revenue Code of 1986, as amended. Contract - This annuity contract issued by PL as a SIMPLE IRA. Contributions - The Purchase Payments, premiums, rollovers or other contributions received by PL under the Contract. Designated Beneficiary - An individual designated or treated as a beneficiary under the Contract for RMD purposes in accordance with the Regulations under Code Section 401(a)(9)(E) and related provisions, e.g., Reg. (ss)1.401(a)(9)-4. DB Election Date - The date that is 30 days prior to the DB Required Beginning Date. DB Required Beginning Date - December 31 of the calendar year next following the Owner's Year of Death. Distribution Year - The calendar year for which an RMD is required. The first Distribution Year is the calendar year in which the Owner attains age 70 1/2 (or, where applicable under Reg. (ss)1.401(a)(9)-5, Q&A-1(b), the calendar year next following the Owner's Year of Death). Each subsequent calendar year is also a Distribution Year. IRA - An individual retirement account or individual retirement annuity under Code Section 408. IRS - Internal Revenue Service. 1 Life Expectancy - The life expectancy of one or more individuals as determined by using the appropriate table in Reg. (ss)1.401(a)(9)-9. Measuring Designated Beneficiary - The Designated Beneficiary as of the DB Required Beginning Date whose Life Expectancy is used under Regs. (ss)1.401(a)(9)-4 and (ss)1.401(a)(9)-5, Q&A-7 to determine any Applicable Distribution Period as of such date. If as of the Applicable Designation Date any trust, estate or other entity is treated under Reg. (ss)1.401(a)(9)-4, Q&A-3 as a beneficiary under the Contract (taking into account any Separate Shares), the Contract shall be deemed to have no Measuring Designated Beneficiary. If as of the Applicable Designation Date the Contract (taking into account any Separate Shares) has more than one Designated Beneficiary (and no entity beneficiary), the Measuring Designated Beneficiary is the Designated Beneficiary with the shortest Life Expectancy as of such date. Non Roth IRA - An IRA that is not a Roth IRA. Notice Date - The day on which PL receives, in a form satisfactory to PL, proof of death and instructions satisfactory to PL regarding payment of death benefit proceeds. Owner or You - The Owner of the Contract. Owner's Election Date - December 1 of the calendar year in which the Owner attains age 70 1/2. Owner's Year of Death - The calendar year in which the Owner dies. PL - Pacific Life Insurance Company. Plan - A tax-qualified retirement plan or arrangement, including an IRA or a SIMPLE IRA plan. QDRO - A qualified domestic relations order under Code Section 414(p). Regulation or Reg. - A regulation issued or proposed pursuant to the Code. Required Beginning Date - April 1 of the calendar year next following the calendar year in which the Owner reaches age 70 1/2. RMD - Required minimum distribution under Code Section 401(a)(9) or related Code provision. Roth IRA - An IRA under Code Section 408A. Separate Share - A separate portion or segregated share of the benefits under the Contract that is determined by an acceptable separate accounting under Reg. (ss)1.401(a)(9)-8, Q&A-3, or that qualifies as a segregated share for an alternate payee under a QDRO under Reg. (ss)1.401(a)(9)-8, Q&A-6(b)(1). A Separate Share shall be treated as a separate Contract for RMD purposes and Sections 8 and 9 below. SIMPLE IRA - A SIMPLE IRA under Code Section 408(p). Spouse - The Owner's spouse, including a former spouse covered by a QDRO who is treated as the Owner's spouse pursuant to Reg. (ss)1.401(a)(9)-8, Q&A-6. Spouse's Continuation Election Date - The date that is 30 days prior to the earlier of the Spouse's Required Beginning Date or December 31 of the fifth calendar year after the Owner's Year of Death, in accordance with Reg. (ss)1.401(a)(9)-3, Q&A-4(c). Spouse's Required Beginning Date - The later of December 31 of the calendar year next following the Owner's Year of Death or December 31 of the calendar year in which the deceased Owner would have attained age 70 1/2. Spouse's Year of Death - The calendar year in which the Surviving Spouse dies. Surviving Spouse - The surviving Spouse of a deceased Owner. 2 B. SIMPLE IRA Provisions 1. The Annuitant shall at all times be the Owner of the Contract (or its beneficial Owner where a fiduciary is its legal Owner). Such individual Owner's rights under the Contract shall be nonforfeitable, and the Contract shall be for the exclusive benefit of such Owner and his or her beneficiaries. 2. No benefits under the Contract may be transferred, sold, assigned, or pledged as collateral for a loan, or as security for the performance of an obligation, or for any other purpose, to any person; except that the Contract may be transferred to a former or separated spouse of the Owner under a divorce or separation instrument described in Code Section 408(d)(6). In the event of such a transfer, the transferee shall be treated for all purposes as the Owner under the Contract. 3. No Contribution shall be allowed into the Contract unless it is (a) a cash Contribution made on the Owner's behalf under a SIMPLE IRA Plan described in Code Section 408(p) or (b) a rollover Contribution or transfer of assets from another SIMPLE IRA of the Owner. Annual Contribution amounts shall not exceed the following dollar limits (as increased by the required employer contribution amount under Code Section 408(p)(2)(A)(iii) or (B)(i), whichever is applicable): Year Limit ---- ----- 2002 7,000 2003 8,000 2004 9,000 2005 & later 10,000 In addition, for years after 2005 the $10,000 limit will be indexed for cost-of-living adjustments under Code Section 408(p)(2)(E)(ii) at $500 increments. For an Owner age 50 or older the above dollar limits are increased as follows: Year Limit ---- ----- 2002 500 2003 1,000 2004 1,500 2005 2,000 2006 & later 2,500 For years after 2006 this $2500 limit also will be indexed for cost-of-living adjustments under Code Section 414(v)(2)(C) at $500 increments. 4. Prior to the expiration of the 2-year period beginning on the date that the Owner first participated in any SIMPLE IRA Plan maintained by the Owner's employer, any rollover, transfer or distribution from this SIMPLE IRA that is not made timely to another SIMPLE IRA of the Owner may be subject to a 25% penalty tax, as well as to ordinary income tax. Any rollover or transfer made after such 2-year period to any IRA of the Owner or other eligible retirement plan under Code Section 408(d)(3)(A) can be tax-free if such transaction is made in a timely and appropriate manner. 5. Where the Contract has been set up under a SIMPLE IRA Plan of an employer who made all contributions to the SIMPLE IRAs of a designated trustee or issuer, within the meaning of Code Section 408(p)(7), the Owner's balance under the Contract may be transferred without cost or penalty, within the meaning of Code Section 408(p)(7), to another IRA of the Owner or to another eligible retirement plan in accordance with Code Section 408(d)(3)(A) and (G). 6. Any Purchase Payment (or premium payment) under the Contract is not fixed, but may not be less than any minimum account stated in the Purchase Payment (or Premiums) provisions of the Contract. 3 7. Any Purchase Payment (or premium) refund declared by PL under the Contract, other than a refund attributable to an excess Contribution, shall be applied toward the purchase of additional benefits before the close of the calendar year following the calendar year of the refund. 8. The Contract and all distributions made under it shall comply with the RMD and incidental death benefit rules of Code Sections 401(a)(9), 408(a)(6) and 408(b)(3) and the Regulations thereunder, and such rules shall override any distribution options in the Contract that are inconsistent with those Code Sections. Accordingly: (a) The entire interest under the Contract shall be distributed: (i) No later than the Required Beginning Date, or (ii) By periodic distributions, starting no later than the Required Beginning Date, over the Owner's life or the lives of the Owner and a Designated Beneficiary (or over a period not extending beyond the Owner's Life Expectancy or the joint and last survivor Life Expectancy of the Owner and a Designated Beneficiary). (b) RMDs shall be made in accordance with the Regulations under Code Section 401(a)(9) and related Code provisions. Accordingly: (i) Unless the Owner elects otherwise in writing to PL by the Owner's Election Date to have the Owner's entire interest distributed under another method offered by PL that qualifies under Code Section 401(a)(9), the RMD amount that must be distributed each Distribution Year with respect to the Contract shall be equal to the quotient obtained by dividing the account balance for the Contract (as determined under Reg. (ss)1.408-8, Q&A-6) by the Applicable Distribution Period. For these purposes -- (1) The Applicable Distribution Period is determined by using the Uniform Lifetime Table in Reg. (ss)1.401(a)(9)-9, Q&A-2 in accordance with Reg. (ss)1.401(a)(9)-5, Q&A-4(a), or (2) If the Owner's spouse is treated as the sole Designated Beneficiary for the Contract (taking Separate Shares into account) for the Distribution Year under Reg. (ss)1.401(a)(9)-5, Q&A-4(b), the Applicable Distribution Period is the longer of the distribution period under subparagraph (1) immediately above or the joint Life Expectancy of the Owner and such spouse, recalculated annually and based on their attained ages as of their birthdays in such Distribution Year, as reflected in the Joint and Last Survivor Table in Reg. (ss)1.401(a)(9)-9, Q&A-3. Such RMD must be distributed no later than the Required Beginning Date for the first Distribution Year, and for each subsequent Distribution Year by December 31 thereof. However, the Owner may arrange to have any portion (or all) of such RMD distributed from another Non Roth IRA owned by such Owner (rather than from the Contract) in accordance with Reg. (ss)1.408-8, Q&A-9. If the Owner dies on or after the Required Beginning Date, an RMD is required for the Owner's Year of Death, determined as if the Owner had lived throughout that year. (ii) As of the Owner's Election Date or at any time thereafter (on 30 days notice to PL), the Owner may elect in writing to have any portion or all of the undistributed interest under the Contract applied to an annuity option offered by PL that qualifies under Code Section 401(a)(9). Such an annuity option must make annuity or other periodic payments at intervals no longer than one year, and must satisfy the other requirements of Reg. (ss)1.401(a)(9)-6T, including: 4 (1) Period certain annuity without a life contingency. The period certain may not exceed the maximum period specified in Reg. (ss)1.401(a)(9)-6T, Q&A-3. (2) Life annuity or a joint and survivor annuity. A life annuity must be on the Owner's life. Any periodic annuity payment to any survivor under a joint and survivor annuity may not exceed the applicable percentage of the annuity payment to the Owner and other limits, as provided in Reg. (ss)1.401(a)(9)-6T, Q&A-2. (3) Life (or joint and survivor) annuity with period certain. The amounts of the annuity payments must satisfy the requirements in Reg. (ss)1.401(a)(9)-6T, Q&A-1(b) and Q&A-2(d). (4) Annuity payments may not be in increasing amounts, except as allowed by Reg. (ss)1.401(a)(9)-6T, Q&A-1(a) or Q&A-4(b). 9. Upon the Owner's death, RMDs shall be made under the Contract in accordance with this Section 9 and the Regulations under Code Section 401(a)(9) and related Code provisions. Accordingly, selection of any annuity or other distribution option described in the Contract that does not satisfy the requirements of this Section 9 shall not be permitted. (a) If the Owner dies before distribution of his or her interest in the Contract has begun in accordance with paragraph 8(a) above, the entire interest shall be distributed by December 31 of the fifth calendar year that follows the Owner's Year of Death, except to the extent that paragraph 9(c) or (d) below applies. (b) If the Owner dies after distribution of the Owner's interest in the Contract has begun in accordance with paragraph 8(a) above but before the Owner's entire interest has been distributed, the remaining interest shall be distributed at least as rapidly as under the method of distribution being used immediately prior to the Owner's death, except to the extent that paragraph 9(c) or (d) below applies. To the extent that the Contract has no annuity payout option in effect and no Measuring Designated Beneficiary as of the Applicable Designation Date (and paragraph (9)(c) and (d) do not apply), then the Applicable Distribution Period shall be determined by the Owner's remaining Life Expectancy, using the Owner's age as of the Owner's birthday in the Owner's Year of Death. For Distribution Years after the Owner's Year of Death such Applicable Distribution Period is reduced by one year for each calendar year that has elapsed since the Owner's Year of Death. (c) If the Surviving Spouse is the sole Designated Beneficiary under the Contract (taking Separate Shares into account) as of the Applicable Designation Date, then - (i) If no irrevocable written election to the contrary has been filed with PL by the deceased Owner or the Surviving Spouse prior to the Spouse's Continuation Election Date, the Contract shall continue in the name of the deceased Owner, and RMDs must begin by the Spouse's Required Beginning Date and be made in accordance with Section 8 above. For these purposes, the Applicable Distribution Period for each Distribution Year after the Owner's Year of Death - (1) Is measured by the Surviving Spouse's remaining Life Expectancy, recalculated annually through the Spouse's Year of Death, and (2) For a Distribution Year after the Spouse's Year of Death, is measured by the Surviving Spouse's remaining Life Expectancy as of the Surviving Spouse's birthday in the Spouse's Year of Death, reduced by one year for each calendar year that has elapsed since the calendar year next following the Spouse's Year of Death. 5 However, if the Owner dies on or after the Required Beginning Date, such Applicable Distribution Period shall not be shorter than the Applicable Distribution Period measured by using the Owner's remaining Life Expectancy in accordance with paragraph 9(b) above and Reg. (ss)1.401(a)(9)-5, Q&A-5(a)(1). If the Surviving Spouse dies before the Spouse's Required Beginning Date for such a continued Contract, then the Surviving Spouse shall be treated as the deceased Owner for purposes of this Section 9 (except that any surviving spouse of such a deceased Surviving Spouse cannot continue the Contract further under this subparagraph (i) as a Surviving Spouse). Any Surviving Spouse may arrange to have any portion (or all) of any RMD that is distributable with respect to such spouse's interest in the Contract distributed from another Non Roth IRA formerly owned by the deceased Owner for which such spouse is also a designated beneficiary (rather than from the Contract) in accordance with Reg. (ss)1.408-8, Q&A-9. (ii) The Surviving Spouse may elect at any time to treat the entire remaining interest in the Contract as an IRA of such Surviving Spouse, if such Surviving Spouse has an unlimited right to withdraw amounts from the Contract and is the sole beneficiary of the Contract, within the meaning of Reg. (ss)1.408-8, Q&A-5(a). Such an eligible Surviving Spouse shall make such an election by a written request to PL to redesignate such Surviving Spouse as the Owner and Annuitant of the Contract. Such an eligible Surviving Spouse shall be deemed to have made such an election if either - (1) Such Surviving Spouse makes any transfer, rollover or other contribution of any amount for the benefit of such Surviving Spouse into the Contract, or (2) Such Surviving Spouse directs PL in writing to transfer or rollover any part or all of the assets to which such Surviving Spouse is entitled under the Contract to another IRA owned by such Surviving Spouse or to another Plan for the benefit of such Surviving Spouse, or (3) Any RMD that is required to be distributed from the Contract under this Section 9 or under Code Section 401(a)(9) (e.g., in the case of any amount rolled over or transferred into the Contract from a Plan) is not distributed within the appropriate time. (iii) The Surviving Spouse may make an irrevocable election in writing with PL by the Spouse's Continuation Election Date to have such Surviving Spouse's entire interest under the Contract distributed under another method offered by PL that qualifies under Code Section 401(a)(9). In addition to any optional method that qualifies under the 5-year rule in paragraph 9(a) above, such optional methods include the following: (1) Any annuity option that satisfies Reg. (ss)1.401(a)(9)-5, Q&A-1(e) and provides for periodic distributions that begin no later than the Spouse's Required Beginning Date, or (2) Any other method that provides for periodic distributions that begin no later than the Spouse's Required Beginning Date and do not extend beyond the Applicable Distribution Period determined in accordance with subparagraph 9(c)(i) above. (d) If as of the Applicable Designation Date the Contract (taking any Separate Shares into account) has at least one Designated Beneficiary and no entity (e.g., a trust or estate) is treated under Reg. (ss)1.401(a)(9)-4, Q&A-3 as a beneficiary under the Contract, then - (i) To the extent that no irrevocable election to the contrary has been filed with PL by the deceased Owner or any such Designated Beneficiary by the DB Election Date (and no Surviving Spouse is the sole Designated Beneficiary), then annual distributions of the remaining interest in the Contract must be made over the Applicable Distribution Period starting with the DB Required Beginning Date. In that case, the RMD amount that must be distributed each Distribution Year with respect to the Contract shall be equal to the quotient obtained by dividing the account balance for the Contract (as determined in accordance with subparagraph 8(b)(i) above) by the Applicable Distribution Period. For these purposes - 6 (1) The Applicable Distribution Period for the Distribution Year next following the Owner's Year of Death is determined by the Measuring Designated Beneficiary's remaining Life Expectancy, using such beneficiary's age as of such beneficiary's birthday in such Distribution Year; and (2) For a subsequent Distribution Year the Applicable Distribution Period is reduced by one year for each calendar year that has elapsed since the calendar year next following the Owner's Year of Death. However, if the Owner dies on or after the Required Beginning Date, such Applicable Distribution Period shall not be shorter than the Applicable Distribution Period measured by using the Owner's remaining Life Expectancy in accordance with paragraph 9(b) above and Reg. (ss)1.401(a)(9)-5, Q&A-5(a)(1). Such RMD must be distributed no later than the DB Required Beginning Date, and for each subsequent Distribution Year by December 31 thereof. However, any Designated Beneficiary may arrange to have any portion (or all) of such RMD (that is distributable with respect to such beneficiary's interest in the Contract) distributed from another Non Roth IRA formerly owned by such deceased Owner for which such beneficiary is also a designated beneficiary (rather than from the Contract) in accordance with Reg. (ss)1.408-8, Q&A-9. (ii) Any such Designated Beneficiary may make an irrevocable election in writing with PL by the DB Election Date to have such Designated Beneficiary's entire interest under the Contract distributed under another method offered by PL that qualifies under Code Section 401(a)(9). In addition to any optional method that qualifies under the 5-year rule in paragraph 9(a) above, such optional methods include the following: (1) Any annuity option that satisfies Reg. (ss)1.401(a)(9)-5, Q&A-1(e) and provides for periodic distributions that begin no later than the DB Required Beginning Date, or (2) Any other method that provides for periodic distributions that begin no later than the DB Required Beginning Date and do not extend beyond the Applicable Distribution Period determined in accordance with subparagraph 9(d)(i) above. (e) Any amount payable to a minor child of the Owner shall be treated as if it is payable to the Surviving Spouse if the remainder of the interest becomes payable to such spouse when such child reaches the age of majority. (f) Unless the Owner provides to the contrary in writing to PL, any beneficiary of any interest under the Contract shall have an unlimited right after the Notice Date, upon 30 days written notice to PL, to withdraw any portion or all of such interest or to apply any such amount to an annuity option that qualifies under Reg. (ss)1.401(a)(9)-5, Q&A-1(e). (g) If the Owner dies before the entire interest under the Contract has been distributed, no additional cash Contributions or rollover Contributions shall be allowed into the Contract, except where the Surviving Spouse elects (or is deemed to elect) to convert the Contract to be his or her own IRA, as specified above in this Section 9. 10. PL shall furnish annual calendar year reports concerning the status of the Contract and such information concerning RMDs as is prescribed by the IRS. If Contributions made on the Owner's behalf under the SIMPLE IRA Plan maintained by the Owner's employer are received by PL directly from such employer, PL will provide such employer with the summary description required by Code Section 408(l)(2)(B). 7 C. Tax Qualification Provisions The Contract as amended by this rider is intended to qualify as part of a tax-qualified individual retirement arrangement, plan or contract that meets the requirements of Code Section 408(p) and any applicable Regulations relating thereto. To that end, the provisions of this rider and the Contract (including any other rider or endorsement) are to be interpreted to ensure or maintain such tax qualification, despite any other provision to the contrary. PL reserves the right to amend this rider to comply with any future changes in the Code or any Regulations, rulings or other published guidance under the Code, or to reflect any clarifications that may be needed or are appropriate to maintain such tax qualification, without consent (except for the states of Michigan, Pennsylvania, South Carolina and Washington, where affirmative consent is required). PL shall provide the Owner with a copy of any such amendment. All other terms and conditions of your Contract remain unchanged. PACIFIC LIFE INSURANCE COMPANY /s/ Thomas C. Sutton /s/ Audrey L. Milfs Chairman and Chief Executive Officer Secretary 8 EX-99.4(I)(2) 6 dex994i2.txt PREMIER DEATH BENEFIT RIDER EXHIBIT 4(I)(2) [LOGO OF PACIFIC LIFE] Pacific Life Insurance Company 700 Newport Center Drive Newport Beach, CA 92660 A Stock Company PREMIER DEATH BENEFIT RIDER Pacific Life Insurance Company has issued this Rider as a part of the annuity Contract to which it is attached. All provisions of the Contract that do not conflict with this Rider apply to this Rider. In the event of any conflict between the provisions of this Rider and the provisions of the Contract, the provisions of this Rider shall prevail over the provisions of the Contract. 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: Contingent Beneficiary - The person, if any, you select to become the Beneficiary if the Beneficiary dies. Milestone Date - Each quarterly anniversary and each Contract Anniversary on which a Death Benefit Amount is calculated in accordance with the Guaranteed Minimum Death Benefit ("GMDB") Amount provision of this Rider. Quarterly anniversaries are measured from the Contract Date. Premier Death Benefit - You have purchased a Premier Death Benefit Rider. This Rider provides for an enhanced death benefit amount in lieu of the death benefit amount provided under the Contract. This Rider may be purchased only on the Contract Date, provided the Age of each Annuitant is 75 years or younger on the Contract Date. This Rider will remain in effect until the earlier of: (a) the date a full withdrawal of the amount available for withdrawal is made under the Contract; (b) the date death benefit proceeds become payable under the Contract; (c) the date the Contract is terminated in accordance with the provisions of the Contract; or (d) the Annuity Date. Mortality and Expense Risk Charge - The Mortality and Expense Risk Charge shown in the Contract Specifications reflects an increase to the annual rate equal to 0.35% for expenses related to this Rider. The Mortality and Expense Risk Charge will be charged daily against assets held in the Variable Investment Options. The Mortality and Expense Risk Charge is guaranteed not to increase. Death Benefit Amount - The Death Benefit Amount as of any Business Day prior to the Annuity Date is equal to the greater of: (a) the Contract Value as of that day; or (b) the aggregate Purchase Payments less an adjusted amount for each withdrawal (including withdrawal charges, if any), increased at an effective annual rate of 5% to that day, subject to a maximum of two times the difference between the aggregate Purchase Payments and withdrawals (including withdrawal charges, if any). The 5% effective annual rate of growth will take into account the timing of when each Purchase Payment and withdrawal occurred by applying a daily factor of 1.000133681 to each day's balance. The 5% effective annual rate of growth will stop accruing as of the earlier of: (1) the Contract Anniversary following the date the Annuitant reaches his or her 80th birthday; (2) the date of death of the sole surviving Annuitant; or (3) the Annuity Date. 1 To determine the adjusted amount for each withdrawal: (i) we divide the amount of each withdrawal (including withdrawal charges, if any), by the Contract Value immediately before that withdrawal; and (ii) we then multiply the result by the Death Benefit Amount immediately before that withdrawal. Guaranteed Minimum Death Benefit ("GMDB") Amount - The GMDB Amount will be calculated only when death benefit proceeds become payable as a result of the death of the sole surviving Annuitant. The GMDB Amount is determined as follows: (a) First, we calculate what the Death Benefit Amount would have been beginning on the quarterly anniversary following the Contract Date and each subsequent quarterly anniversary that occurs while the Annuitant is living, up to and including the Contract Anniversary following the Annuitant's 65th birthday. (b) After the Contract Anniversary following the Annuitant's 65th birthday, we calculate what the Death Benefit Amount would have been as of each Contract Anniversary that occurs while the Annuitant is living and before the Annuitant reaches his or her 81st birthday. (c) We then adjust the Death Benefit Amount for each Milestone Date by: (i) adding the aggregate amount of Purchase Payments received by us since that Milestone Date; and (ii) subtracting an amount for each withdrawal (including withdrawal charges, if any) that has occurred since that Milestone Date, which is calculated by multiplying the Death Benefit Amount by the ratio of the amount of each withdrawal (including withdrawal charges, if any) that has occurred since that Milestone Date, to the Contract Value immediately prior to the withdrawal. The highest of these adjusted Death Benefit Amounts as of the Notice Date is the GMDB Amount. Death of Annuitant - If the Annuitant dies before the first Milestone Date, the death benefit proceeds will be equal to the Death Benefit Amount as of the Notice Date. If the Annuitant dies on or after the first Milestone Date and prior to the Annuity Date, the death benefit proceeds will be equal to the greater of the Death Benefit Amount or the GMDB Amount as of the Notice Date. If an Annuitant dies before the Annuity Date, unless there is a surviving Joint or Contingent Annuitant, we will pay the death benefit proceeds to the Owner, if living; otherwise to the Joint Owner, if living; otherwise to the Contingent Owner, if living; otherwise to the Beneficiary, if living; otherwise to the Contingent Beneficiary, if living; otherwise to the Owner's estate. If an Annuitant dies and there is a surviving Joint Annuitant, the surviving Joint Annuitant becomes the Annuitant. If there is no surviving Joint Annuitant and there is a Contingent Annuitant, the Contingent Annuitant becomes the Annuitant. Death benefit proceeds are payable only as the result of the death of the sole surviving Annuitant prior to the Annuity Date. If you are the Annuitant and you die, we will determine the amount of any death benefit proceeds and to whom it will be paid under this Death of Annuitant provision. If the Contract is issued as a Non-Qualified Contract, we will distribute any death benefit proceeds under the Death of Owner Distribution Rules provision. Death of Owner - If you are not the Annuitant, and you die before the Annuitant, the death benefit proceeds will be equal to the Contract Value as of the Notice Date. If you die while the Annuitant is living and prior to the Annuity Date, we will pay the death benefit proceeds to the surviving Joint Owner, if any. If there is no surviving Joint Owner and there is a Contingent Owner, we will pay the death benefit proceeds to the surviving Contingent Owner, if any. If there is no surviving Contingent Owner, the death benefit proceeds will be paid to the Beneficiary, if living; otherwise to the Contingent Beneficiary, if living; otherwise to the Owner's estate. If you are not also the Annuitant, then, in the event the deaths of the Owner and Annuitant are under circumstances where it cannot be determined who died first, the death benefit will be calculated under the Death of Annuitant provision. 2 If you are a Non-Natural Owner of a Contract other than a Contract issued under a Qualified Plan as defined in Sections 401 or 403 of the Code, the Primary Annuitant will be treated as the Owner of the Contract for purposes of the Death of Owner Distribution Rules. If there is a change in the Primary Annuitant prior to the Annuity Date, such change will be treated as the death of the Owner. The Death Benefit Amount will be: (a) the Contract Value if the Non-Natural Owner elects to maintain the Contract and reinvest the Contract Value into the Contract in the same amount as immediately prior to the distribution; or (b) the Contract Value less any withdrawal fee, withdrawal charge, charge for premium taxes and/or other taxes if the Non-Natural Owner elects a cash distribution. The death benefit will be determined as of the Business Day we receive, in a form satisfactory to us, the request to change the Primary Annuitant and instructions regarding continuance of the Contract or cash distribution. Death of Owner Distribution Rules - The following rules will determine when a distribution must be made under the Contract. These rules do not affect our determination of the amount of death benefit proceeds payable or distribution proceeds. If there is more than one Owner, these rules apply on the date on which the first of these Joint Owners die. If the Owner dies before the Annuity Date, the designated recipient of the death benefit proceeds may elect to receive the death benefit proceeds: . in a lump sum payment; . within five years following the Owner's death; or . in the form of an annuity for life or over a period that does not exceed the life expectancy of the designated recipient, with annuity payments that start within one year after the Owner's death. Unless otherwise required by law, an election to receive an annuity (in lieu of a lump sum payment) must be made within such time frames as we may prescribe from time to time, or the lump sum payment option will be deemed elected. We will consider that deemed election as our receipt of instructions regarding payment of the death benefit proceeds. The Owner may designate that the Beneficiary is to receive the death benefit proceeds either through an annuity for life or over a period that does not exceed the life expectancy of the Beneficiary. Such designation must be made in writing in a form acceptable to us, and may only be revoked by the Owner in writing in a form acceptable to us. Upon death of the Owner, the Beneficiary cannot revoke or modify any designation made by the Owner on how the death benefit proceeds are to be received. If the spouse of the deceased Owner is the sole surviving Beneficiary, or is the sole surviving Joint or Contingent Owner, and has an unrestricted right to receive all death benefit proceeds in one lump sum, the spouse may continue the Contract as Owner rather than receive the death benefit proceeds, provided that we receive instructions to continue the Contract within such time frames as we may prescribe from time to time. On the Notice Date, if the surviving spouse is deemed to have continued the Contract, we will set the Contract Value equal to the death benefit proceeds that would have been payable to the spouse as the deemed Beneficiary/designated recipient of the death benefit. The amount that the Death Benefit Amount exceeds the Contract Value will be added to the Contract Value in the form of the Add-in Amount on the Notice Date. There will not be an adjustment to the Contract Value if the Contract Value is equal to the death benefit proceeds as of the Notice Date. The Add-In Amount will be allocated among Investment Options in accordance with the current allocation instructions for the Contract and will be considered earnings. If the Owner dies on or after the Annuity Date, but payments have not yet been completed, then distributions on the remaining amounts payable under the Contract must be made at least as rapidly as the rate that was being used at the date of the Owner's death. If the Owner is a Non-Natural Owner, the rules set forth in these Death of Owner Distribution Rules apply in the event of the death or change of the Primary Annuitant. 3 This Rider incorporates all applicable provisions of Code Section 72(s) and any successor provision, as deemed necessary by us to qualify the Contract as an annuity contract for federal income tax purposes, including the requirement that, if the Owner dies before the Annuity Date, any death benefit proceeds under the Contract shall be distributed within five years of the Owner's death (or such other period that we offer and that is permitted under the Code or such shorter period as we may required). These Death of Owner Distribution Rules do not apply to Qualified Contracts issued under Qualified Plans as defined in Sections 401, 403, 408, or 408A of the Code or to an annuity that is a qualified funding asset as defined in Code Section 130(d) (but without regard to whether there is a qualified assignment). Effective Date - This Rider is effective as of the Contract Date. All other terms and conditions of the Contract remain unchanged. PACIFIC LIFE INSURANCE COMPANY /s/ THOMAS C. SUTTON /s/ AUDREY L. MILFS Chairman and Chief Executive Officer Secretary 4 -----END PRIVACY-ENHANCED MESSAGE-----