485BPOS

As filed with the Securities and Exchange Commission on March 18, 2003.

Registrations Nos.

333-93059

811-08946

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	¨
Pre-Effective Amendment No. __	¨
Post-Effective Amendment No. 11	x

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	¨
Amendment No. 66

(Check appropriate box or boxes)

SEPARATE ACCOUNT A

(Exact Name of Registrant)

PACIFIC LIFE INSURANCE COMPANY

(Name of Depositor)

700 Newport Center Drive

Newport Beach, California 92660

(Address of Depositor’s Principal Executive Offices) (Zip Code)

(949) 219-3743

(Depositor’s Telephone Number, including Area Code)

Diane N. Ledger

Vice President

Pacific Life Insurance Company

700 Newport Center Drive

Newport Beach, California 92660

(Name and address of agent for service)

Copies of all communications to:

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

Approximate Date of Proposed Public Offering

It is proposed that this filing will become effective (check appropriate box)
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 Innovations and Pacific Innovations Select individual flexible premium deferred variable annuity contracts.

Filing Fee: None

SEPARATE ACCOUNT A

FORM N-4

CROSS REFERENCE SHEET

PART A

Item No.		Prospectus Heading
1.	Cover Page	Cover Page
2.	Definitions	TERMS USED IN THIS PROSPECTUS
3.	Synopsis	AN OVERVIEW OF PACIFIC INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT
4.	Condensed Financial Information	YOUR INVESTMENT OPTIONS — Variable Investment Option Performance; ADDITIONAL INFORMATION — Financial Statements; FINANCIAL HIGHLIGHTS (PACIFIC INNOVATIONS ONLY)
5.	General Description of Registrant,     Depositor and Portfolio Companies	AN OVERVIEW OF PACIFIC INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; PACIFIC LIFE AND THE SEPARATE ACCOUNT — Pacific Life, — Separate Account A; YOUR INVESTMENT OPTIONS — Your Variable Investment Options; ADDITIONAL INFORMATION — Voting Rights
6.	Deductions	AN OVERVIEW OF PACIFIC INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; HOW YOUR INVESTMENTS ARE ALLOCATED — Transfers; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS — Optional Withdrawal
7.	General Description of Variable     Annuity Contracts	AN OVERVIEW OF PACIFIC INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS ELECT; PURCHASING YOR 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 INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; PURCHASING YOUR CONTRACT; HOW YOUR INVESTMENTS ARE ALLOCATED; PACIFIC LIFE AND THE SEPARATE ACCOUNT — Pacific Life; THE GENERAL ACCOUNT — Withdrawals and Transfers
11.	Redemptions	AN OVERVIEW OF PACIFIC INNOVATIONS AND AN OVERVIEW OF PACIFIC INNOVATIONS SELECT; CHARGES, FEES AND DEDUCTIONS; WITHDRAWALS; ADDITIONAL INFORMATION — Timing of Payments and Transactions; THE GENERAL ACCOUNT — Withdrawals and Transfers
12.	Taxes	CHARGES, FEES AND DEDUCTIONS — Premium Taxes; WITHDRAWALS — Optional Withdrawals, — Tax Consequences of Withdrawals; FEDERAL TAX STATUS
13.	Legal Proceedings	Not Applicable
14.	Table of Contents of the Statement     of Additional Information	CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

PART B

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

PART C

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

Prospectus

(Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001017062-02-000788

filed on April 30, 2002 and incorporated by reference herein.)

Statement of Additional Information

(Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001017062-02-000788

filed on April 30, 2002 and incorporated by reference herein.)

Supplement dated March 18, 2003

to the Prospectus dated May 1, 2002 for the

Pacific Innovations, 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 changes the Prospectus to reflect the following effective as of April 1, 2003:
AN OVERVIEW OF PACIFIC INNOVATIONS—Optional Riders is amended	The OPTIONAL RIDERS section is amended to include the following: Guaranteed Protection Advantage 5 (GPA5) Rider Subject to availability, the optional Guaranteed Protection Advantage 5 Rider is only available if the Effective Date of the Rider is on or after April 1, 2003. It allows 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 Rider also provides for an additional option (the “Step-Up”) on any Contract Anniversary beginning with the 5th anniversary of the Effective Date of the Rider. If the Step-Up is elected, your 10-year Term would begin again as of the effective date of the Step-Up election, and may include an increase in the charges associated with the Rider. The Guaranteed Protection Advantage 5 Rider may not be available. Ask your registered representative about its current availability. Income Access Rider Subject to availability, the optional Income Access Rider gives you more flexible withdrawal capabilities prior to Annuitization and allows you to protect your principal when used with an asset allocation program established and maintained by us. It also provides for an additional option (the “Step-Up”) on any Contract Anniversary beginning with the 5th anniversary of the Effective Date of the Rider. The Income Access Rider may not be available. Ask your registered representative about its current availability.
	The OPTIONAL RIDERS—Guaranteed Protection Advantage (GPA) Rider section is amended to include the following: The optional Guaranteed Protection Advantage (GPA) Rider is only available if the Effective Date of the Rider is before April 1, 2003.

	The Contract Expenses section of the Prospectus is amended by adding the following:
	Guaranteed Protection Advantage 5 Annual Charge (Guaranteed Protection Charge) (Optional Rider) as a percentage of Contract Value 7	0.10%
	7 If you buy the Guaranteed Protection Advantage 5 Rider (subject to availability), we deduct this charge from your Investment Options on each Contract Anniversary following the Effective Date of the Rider during the term of the Rider and while the Rider is in effect. If the Rider is terminated for reasons other than death or annuitization, this charge will be deducted on the effective date of termination. This charge may change if you elect the Step-Up option available under the Rider.
	Income Access Rider Charge (Optional Rider) as a percentage of Contract Value 8	0.30%
	8 If you buy the Income Access Rider (subject to availability), we deduct this charge from your Investment Options on each Contract Anniversary following the Effective Date of the Rider while the Rider is in effect. If the Rider is terminated for reasons other than death or annuitization, this charge will be deducted on the effective date of termination. This charge may change if you elect the Step-Up option available under the Rider.
PURCHASING YOUR CONTRACT is amended	The PURCHASING YOUR CONTRACT section is amended to include the following: Purchasing the Guaranteed Protection Advantage 5 (GPA5) Rider (Optional) Subject to availability, you may purchase the optional Guaranteed Protection Advantage 5 Rider on the Contract Date or on any subsequent Contract Anniversary if: • the age of each Annuitant is 85 years or younger on the date of purchase, • the date of the purchase is at least 10 years prior to your selected Annuity Date, and • you use an asset allocation program established and maintained by us for this Rider during the entire period that the Rider is in effect. If you purchase the Guaranteed Protection Advantage 5 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. On the last day of a Term, we will add an additional amount to your Contract Value if, on that day, the Contract Value is less than a specified amount (the ‘‘Guaranteed Protection Amount’’). The additional amount will be equal to the difference between the Contract Value on the last day of the Term and the Guaranteed Protection Amount. The additional amount added to the Contract Value will be considered earnings and allocated to your Investment Options according to the allocations used in your most recent asset allocation program. The Guaranteed Protection Amount is equal to (a) plus (b) minus (c) as indicated below: (a)    is the Contract Value at the start of the Term, (b)   is the amount of each subsequent Purchase Payment received during the first year of the Term, and (c)    is a pro rata adjustment for withdrawals made from the Contract during the Term. The adjustment for each withdrawal is calculated by multiplying the Guaranteed Protection Amount prior to the withdrawal by the ratio of the amount of the withdrawal, including any applicable withdrawal charges, premium taxes, and or/other taxes, to the Contract Value immediately prior to the withdrawal.

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For purposes of determining the Contract Value at the start of the Term, if the Effective Date of the Rider is the Contract Date, the Contract Value is equal to the initial Purchase Payment. If the Effective Date of the Rider is a Contract Anniversary, the Contract Value is equal to the Contract Value on that Contract Anniversary.

If, on the last day of the Term, the Contract is annuitized, the first death of an Owner or the death of the last surviving Annuitant occurs, or a full withdrawal is made, the Contract Value will reflect any additional amount owed under the Guaranteed Protection Advantage 5 Rider before the payment of any annuity or death benefits, or full withdrawal. No additional amount will be made if the Contract Value on the last day of the Term is greater than the Guaranteed Protection Amount.

The Rider will automatically terminate at the end of the Term, or, if earlier on:

• the Contract Anniversary immediately following the date any portion of the Contract Value is no longer invested in an asset allocation program established and maintained by us for the Rider,

• the Contract Anniversary immediately following the date we receive notification from the Owner to terminate the Rider,

• the date a full withdrawal of the amount available for withdrawal is made under the Contract,

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

• the date the Contract is terminated according to the provisions of the Contract, or

• the Annuity Date.

If the Owner dies during the Term and the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, then the provisions of the Rider will continue until the end of the Term.

Optional Step-Up in the Guaranteed Protection Amount

After the 5^th anniversary of the Effective Date of the Rider, you may elect to increase (“Step-Up”) your Guaranteed Protection Amount.

If you elect the optional Step-Up, the following conditions will apply:

• your election of a Step-Up must be received, in a form satisfactory to us, at our Service Center within 30 days after the Contract Anniversary on which the Step-Up is effective,

• the Guaranteed Protection Amount will be equal to your Contract Value as of the Effective Date of the Step-Up (“Step-Up Date”),

• a new 10-year Term will begin as of the Step-Up Date, and

• you may not elect another Step-Up until on or after the 5^th anniversary of the latest Step-Up Date.

The Guaranteed Protection Charge may change if you elect a Step-Up, but it will never be more than the Guaranteed Protection Charge being charged under the then current terms and conditions of the Rider. If you do not elect any Step-Up of the Guaranteed Protection Amount during the lifetime of the Rider, your Guaranteed Protection Charge will remain the same as it was on the Effective Date of the Rider.

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Purchasing the Income Access Rider (Optional)

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

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

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

If you purchase the Income Access 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 allows for withdrawals, including withdrawal charges, premium taxes, and/or other taxes, from the Contract of up to 7% each Contract Year (the “Protected Payment Amount”) of the Protected Payment Base until the amount available for withdrawals under the Rider (the “Remaining Protected Balance”) equals zero. Under the terms and conditions of your Contract, you may withdraw more than 7% of your Contract Value each Contract Year. However, only the amount of up to 7% of the withdrawals you make is considered the Protected Payment Amount.

Withdrawals of more than 7% of the Protected Payment Base in a Contract Year will cause an adjustment to the Protected Payment Amount, the Protected Payment Base, and the Remaining Protected Balance.

The initial Protected Payment Base and the Remaining Protected Balance are equal to:

• your initial Purchase Payment if the Effective Date of the Rider is on a Contract Date, or

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

The Protected Payment Base and the Remaining Protected Balance will remain the same unless:

• additional Purchase Payments are received during the Contract Year, or

• the total amount of withdrawals, including withdrawal charges, premium taxes, and/or other taxes, during the Contract Year is more than the Protect Payment Amount.

If additional Purchase Payments are made to the Contract during the Contract Year, we will increase the Protected Payment Base and Remaining Protected Balance, as of the date of the most recent adjustment, by the amount of the total Purchase Payments made during the Contract Year on the next Contract Anniversary. The Protected Payment Amount will be reset to 7% of the new Protected Payment Base. During the lifetime of the Rider, we reserve the right to limit any additional Purchase Payments you make to your Contract.

If a withdrawal causes the total amount withdrawn including withdrawal charges, premium taxes, and/or other taxes, during the Contract Year to be more than the Protected Payment Amount, we will reset the Protected Payment Base, Remaining Protected Balance, and the Protected Payment Amount on the next Contract Anniversary as follows:

• the Protected Payment Base, determined as of the date of the most recent adjustment, will be reduced by the withdrawal, and each subsequent withdrawal including withdrawal charges, premium taxes, and/or other taxes made thereafter, that is more than the Protected Payment Amount during the previous Contract Year. If, immediately after a withdrawal, the Contract Value is less than the Protected Payment Base, the Protected Payment Base will be reset to the Contract Value after the withdrawal,

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• the Remaining Protected Balance, determined as of the date of the most recent adjustment, will be reduced by the withdrawal, and each subsequent withdrawal including withdrawal charges, premium taxes, and/or other taxes made thereafter, that is more than the Protected Payment Amount during the previous Contract Year. If, immediately after a withdrawal, the Contract Value is less than the Remaining Protected Balance, the Remaining Protected Balance will be reset to the Contract Value after the withdrawal, and

• the Protected Payment Amount, determined as of the date of the most recent adjustment, will be reset to 7% of the new Protected Payment Base.

The new Protected Payment Amount and Protected Payment Base will remain unchanged, unless subsequent Purchase Payments are made after the adjustments to the Protected Payment Base and Remaining Protected Balance as described above, and the total amount withdrawn during each Contract Year is more than the new Protected Payment Amount.

During a Contract Year, if the Contract Value is zero, withdrawals will be limited to up to the Protected Payment Amount, until the Remaining Protected Balance is zero. In this event, the following will apply:

• withdrawals will be paid under a series of pre-authorized payments as elected by you,

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

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

• the Contract will cease to provide any death benefit.

Amounts withdrawn under the Rider will reduce the Contract Value by the amount withdrawn and will be subject to the same conditions, limitations, charges, and restrictions as withdrawals otherwise made under the Contract.

Withdrawals can be taken in a lump sum, multiple withdrawals, or as a series of pre-authorized payments during the Contract Year. Any portion of the Protected Payment Amount not withdrawn during the Contract Year will not be carried over to the next Contract Year.

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

The Rider will automatically terminate on the earliest of the dates indicated below:

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

• the Contract Anniversary immediately following the day the Remaining Protected Balance is zero,

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• the date a full withdrawal of the amount available for withdrawal is made under the Contract, • the date of the first death of an Owner or the date of death of the last surviving Annuitant, • the date the Contract is terminated according to the provisions of the Contract or, • the Annuity Date. The entire Income Access Charge for the prior Contract Year will be deducted from the Contract Value on the Contract Anniversary on which the Rider terminates. Optional Step Up in the Remaining Protected Balance After the 5th anniversary of the Effective Date of the Rider and before the Annuity Date, you may elect to increase (“Step-Up”) the Remaining Protected Balance. If you elect the optional Step-Up, the following conditions will apply: • your request for a Step-Up must be received, in a form satisfactory to us, at our Service Center within thirty (30) days after the Contract Anniversary on which the Step-Up is effective, • the Step-Up in the Remaining Protected Balance may only be requested if the Contract Value on the Step-Up Date is more than the Remaining Protected Balance, • the Remaining Protected Balance and Protected Payment Base will be reset to be the Contract Value as of the Effective Date of the Step-Up (“Step-Up Date”), • the Protected Payment Amount will be reset on the Step-Up Date to 7% of the adjusted Protected Payment Base, • another Step-Up may not be requested until on or after the 5th anniversary of the last Step-Up Date, and • the new Protected Payment Amount and new Protected Payment Base will remain unchanged, unless subsequent Purchase Payments are made after the Step-Up Date, and the total amount of withdrawals, including withdrawal charges, premium taxes, and/or other taxes, during each Contract Year exceeds the new Protected Payment Amount. We will provide you with written confirmation of your Step-Up election.

CHARGES, FEES AND DEDUCTIONS is amended

The CHARGES, FEES AND DEDUCTIONS section is amended to include the following: Guaranteed Protection Advantage 5 Annual Charge (Optional Rider) If you purchase the optional Guaranteed Protection Advantage 5 Rider, we will deduct a Guaranteed Protection Charge from your Investment Options on a proportionate basis on each Contract Anniversary that the Rider remains in effect following the Effective Date of the Rider, and if you terminate the Rider. The Guaranteed Protection Charge is equal to 0.10% multiplied by your Contract Value on the date the Charge is deducted. The Guaranteed Protection Charge may change if you elect the Step-Up option but will never be more than the Guaranteed Protection Charge being charged under the then current terms and conditions of the Rider. If you do not elect the optional Step-Up, your Guaranteed Protection Charge will remain the same as it was on the Effective Date of the Rider. Any portion of the Guaranteed Protection Charge we deduct from the Fixed Option will not be more than the annual interest credited in excess of 3%.

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Income Access Annual Charge (Optional Rider)

If you purchase the optional Income Access Rider, we will deduct an Income Access Charge from your Investment Options on a proportionate basis on each Contract Anniversary that the Rider remains in effect following the Effective Date of the Rider, and if the Rider terminates. The Guaranteed Protection Charge is equal to 0.30% multiplied by your Contract Value on the date the Charge is deducted.

The Income Access Charge may change if you elect the Step-Up option in the Remaining Protected Balance, but will never be more than the Income Access Charge being charged under the then current terms and conditions of the Rider and will not be more than a maximum charge of 0.75%. If you do not elect the optional Step-Up, your Income Access Charge will remain the same as it was on the Effective Date of the Rider.

Any portion of the Guaranteed Protection Charge we deduct from the Fixed Option will not be more than the annual interest credited in excess of 3%.

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Supplement dated March 18, 2003

to the Prospectus dated May 1, 2002 for the

Pacific Innovations Select, 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 changes the Prospectus to reflect the following effective as of April 1, 2003:
AN OVERVIEW OF PACIFIC INNOVATIONS SELECT— Optional Riders is amended	The OPTIONAL RIDERS section is amended to include the following: Guaranteed Protection Advantage 5 (GPA5) Rider Subject to availability, the optional Guaranteed Protection Advantage 5 Rider is only available if the Effective Date of the Rider is on or after April 1, 2003. It allows 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”). If you use our DCA Plus program in conjunction with such an asset allocation program, you will be considered to have met this requirement. The Rider also provides for an additional option (the “Step-Up”) on any Contract Anniversary beginning with the 5th anniversary of the Effective Date of the Rider. If the Step-Up is elected, your 10-year Term would begin again as of the effective date of the Step-Up election, and may include an increase in the charges associated with the Rider. The Guaranteed Protection Advantage 5 Rider may not be available. Ask your registered representative about its current availability. Income Access Rider Subject to availability, the optional Income Access Rider gives you more flexible withdrawal capabilities prior to Annuitization and allows you to protect your principal when used with an asset allocation program established and maintained by us. If you use our DCA Plus program in conjunction with such an asset allocation program, you will be considered to have met this requirement. It also provides for an additional option (the “Step-Up”) on any Contract Anniversary beginning with the 5th anniversary of the Effective Date of the Rider. The Income Access Rider may not be available. Ask your registered representative about its current availability.
	The OPTIONAL RIDERS—Guaranteed Protection Advantage (GPA) Rider section is amended to include the following: The optional Guaranteed Protection Advantage (GPA) Rider is only available if the Effective Date of the Rider is before April 1, 2003.

	The Contract Expenses section of the Prospectus is amended by adding the following:
	Guaranteed Protection Advantage 5 Annual Charge (Guaranteed Protection Charge) (Optional Rider) as a percentage of Contract Value 8	0.10%
	8 If you buy the Guaranteed Protection Advantage 5 Rider (subject to availability), we deduct this charge from your Investment Options on each Contract Anniversary following the Effective Date of the Rider during the term of the Rider and while the Rider is in effect. If the Rider is terminated for reasons other than death or annuitization, this charge will be deducted on the effective date of termination. This charge may change if you elect the Step-Up option available under the Rider.
	Income Access Rider Charge (Optional Rider) as a percentage of Contract Value9	0.30%
	9 If you buy the Income Access Rider (subject to availability), we deduct this charge from your Investment Options on each Contract Anniversary following the Effective Date of the Rider while the Rider is in effect. If the Rider is terminated for reasons other than death or annuitization, this charge will be deducted on the effective date of termination. This charge may change if you elect the Step-Up option available under the Rider.
PURCHASING YOUR CONTRACT is amended	The PURCHASING YOUR CONTRACT section is amended to include the following: Purchasing the Guaranteed Protection Advantage 5 (GPA5) Rider (Optional) Subject to availability, you may purchase the optional Guaranteed Protection Advantage 5 Rider on the Contract Date or on any subsequent Contract Anniversary if: • the age of each Annuitant is 85 years or younger on the date of purchase, • the date of the purchase is at least 10 years prior to your selected Annuity Date, and • you use an asset allocation program established and maintained by us for this Rider during the entire period that the Rider is in effect. If you use our DCA Plus program in conjunction with such an asset allocation program, you will be considered to have met this requirement. If you purchase the Guaranteed Protection Advantage 5 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. On the last day of a Term, we will add an additional amount to your Contract Value if, on that day, the Contract Value is less than a specified amount (the ‘‘Guaranteed Protection Amount’’). The additional amount will be equal to the difference between the Contract Value on the last day of the Term and the Guaranteed Protection Amount. The additional amount added to the Contract Value will be considered earnings and allocated to your Investment Options according to the allocations used in your most recent asset allocation program. The Guaranteed Protection Amount is equal to (a) plus (b) minus (c) as indicated below: (a)    is the Contract Value at the start of the Term, (b)   is the amount of each subsequent Purchase Payment received during the first year of the Term, and (c)    is a pro rata adjustment for withdrawals made from the Contract during the Term. The adjustment for each withdrawal is calculated by multiplying the Guaranteed Protection Amount prior to the withdrawal by the ratio of the amount of the withdrawal, including any applicable withdrawal charges, premium taxes, and or/other taxes, to the Contract Value immediately prior to the withdrawal.

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For purposes of determining the Contract Value at the start of the Term, if the Effective Date of the Rider is the Contract Date, the Contract Value is equal to the initial Purchase Payment. If the Effective Date of the Rider is a Contract Anniversary, the Contract Value is equal to the Contract Value on that Contract Anniversary.

If, on the last day of the Term, the Contract is annuitized, the first death of an Owner or the death of the last surviving Annuitant occurs, or a full withdrawal is made, the Contract Value will reflect any additional amount owed under the Guaranteed Protection Advantage 5 Rider before the payment of any annuity or death benefits, or full withdrawal. No additional amount will be made if the Contract Value on the last day of the Term is greater than the Guaranteed Protection Amount.

The Rider will automatically terminate at the end of the Term, or, if earlier on:

• the Contract Anniversary immediately following the date any portion of the Contract Value is no longer invested in an asset allocation program established and maintained by us for the Rider,

• the Contract Anniversary immediately following the date we receive notification from the Owner to terminate the Rider,

• the date a full withdrawal of the amount available for withdrawal is made under the Contract,

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

• the date the Contract is terminated according to the provisions of the Contract, or

• the Annuity Date.

If the Owner dies during the Term and the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, then the provisions of the Rider will continue until the end of the Term.

Optional Step-Up in the Guaranteed Protection Amount

After the 5^th anniversary of the Effective Date of the Rider, you may elect to increase (“Step-Up”) your Guaranteed Protection Amount.

If you elect the optional Step-Up, the following conditions will apply:

• your election of a Step-Up must be received, in a form satisfactory to us, at our Service Center within 30 days after the Contract Anniversary on which the Step-Up is effective,

• the Guaranteed Protection Amount will be equal to your Contract Value as of the Effective Date of the Step-Up (“Step-Up Date”),

• a new 10-year Term will begin as of the Step-Up Date, and

• you may not elect another Step-Up until on or after the 5^th anniversary of the latest Step-Up Date.

The Guaranteed Protection Charge may change if you elect a Step-Up, but it will never be more than the Guaranteed Protection Charge being charged under the then current terms and conditions of the Rider. If you do not elect any Step-Up of the Guaranteed Protection Amount during the lifetime of the Rider, your Guaranteed Protection Charge will remain the same as it was on the Effective Date of the Rider.

3

Purchasing the Income Access Rider (Optional)

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

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

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

If you purchase the Income Access 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 allows for withdrawals, including withdrawal charges, premium taxes, and/or other taxes, from the Contract of up to 7% each Contract Year (the “Protected Payment Amount”) of the Protected Payment Base until the amount available for withdrawals under the Rider (the “Remaining Protected Balance”) equals zero. Under the terms and conditions of your Contract, you may withdraw more than 7% of your Contract Value each Contract Year. However, only the amount of up to 7% of the withdrawals you make is considered the Protected Payment Amount.

Withdrawals of more than 7% of the Protected Payment Base in a Contract Year will cause an adjustment to the Protected Payment Amount, the Protected Payment Base, and the Remaining Protected Balance.

The initial Protected Payment Base and the Remaining Protected Balance are equal to:

• your initial Purchase Payment if the Effective Date of the Rider is on a Contract Date, or

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

The Protected Payment Base and the Remaining Protected Balance will remain the same unless:

• additional Purchase Payments are received during the Contract Year, or

• the total amount of withdrawals, including withdrawal charges, premium taxes, and/or other taxes, during the Contract Year is more than the Protect Payment Amount.

If additional Purchase Payments are made to the Contract during the Contract Year, we will increase the Protected Payment Base and Remaining Protected Balance, as of the date of the most recent adjustment, by the amount of the total Purchase Payments made during the Contract Year on the next Contract Anniversary. The Protected Payment Amount will be reset to 7% of the new Protected Payment Base. During the lifetime of the Rider, we reserve the right to limit any additional Purchase Payments you make to your Contract.

If a withdrawal causes the total amount withdrawn including withdrawal charges, premium taxes, and/or other taxes, during the Contract Year to be more than the Protected Payment Amount, we will reset the Protected Payment Base, Remaining Protected Balance, and the Protected Payment Amount on the next Contract Anniversary as follows:

• the Protected Payment Base, determined as of the date of the most recent adjustment, will be reduced by the withdrawal, and each subsequent withdrawal including withdrawal charges, premium taxes, and/or other taxes made thereafter, that is more than the Protected Payment Amount during the previous Contract Year. If, immediately after a withdrawal, the Contract Value is less than the Protected Payment Base, the Protected Payment Base will be reset to the Contract Value after the withdrawal,

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• the Remaining Protected Balance, determined as of the date of the most recent adjustment, will be reduced by the withdrawal, and each subsequent withdrawal including withdrawal charges, premium taxes, and/or other taxes made thereafter, that is more than the Protected Payment Amount during the previous Contract Year. If, immediately after a withdrawal, the Contract Value is less than the Remaining Protected Balance, the Remaining Protected Balance will be reset to the Contract Value after the withdrawal, and

• the Protected Payment Amount, determined as of the date of the most recent adjustment, will be reset to 7% of the new Protected Payment Base.

The new Protected Payment Amount and Protected Payment Base will remain unchanged, unless subsequent Purchase Payments are made after the adjustments to the Protected Payment Base and Remaining Protected Balance as described above, and the total amount withdrawn during each Contract Year is more than the new Protected Payment Amount.

During a Contract Year, if the Contract Value is zero, withdrawals will be limited to up to the Protected Payment Amount, until the Remaining Protected Balance is zero. In this event, the following will apply:

• withdrawals will be paid under a series of pre-authorized payments as elected by you,

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

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

• the Contract will cease to provide any death benefit.

Amounts withdrawn under the Rider will reduce the Contract Value by the amount withdrawn and will be subject to the same conditions, limitations, charges, and restrictions as withdrawals otherwise made under the Contract.

Withdrawals can be taken in a lump sum, multiple withdrawals, or as a series of pre-authorized payments during the Contract Year. Any portion of the Protected Payment Amount not withdrawn during the Contract Year will not be carried over to the next Contract Year.

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

The Rider will automatically terminate on the earliest of the dates indicated below:

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

• the Contract Anniversary immediately following the day the Remaining Protected Balance is zero,

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• the date a full withdrawal of the amount available for withdrawal is made under the Contract, • the date of the first death of an Owner or the date of death of the last surviving Annuitant, • the date the Contract is terminated according to the provisions of the Contract or, • the Annuity Date. The entire Income Access Charge for the prior Contract Year will be deducted from the Contract Value on the Contract Anniversary on which the Rider terminates. Optional Step Up in the Remaining Protected Balance After the 5th anniversary of the Effective Date of the Rider and before the Annuity Date, you may elect to increase (“Step-Up”) the Remaining Protected Balance. If you elect the optional Step-Up, the following conditions will apply: • your request for a Step-Up must be received, in a form satisfactory to us, at our Service Center within thirty (30) days after the Contract Anniversary on which the Step-Up is effective, • the Step-Up in the Remaining Protected Balance may only be requested if the Contract Value on the Step-Up Date is more than the Remaining Protected Balance, • the Remaining Protected Balance and Protected Payment Base will be reset to be the Contract Value as of the Effective Date of the Step-Up (“Step-Up Date”), • the Protected Payment Amount will be reset on the Step-Up Date to 7% of the adjusted Protected Payment Base, • another Step-Up may not be requested until on or after the 5th anniversary of the last Step-Up Date, and • the new Protected Payment Amount and new Protected Payment Base will remain unchanged, unless subsequent Purchase Payments are made after the Step-Up Date, and the total amount of withdrawals, including withdrawal charges, premium taxes, and/or other taxes, during each Contract Year exceeds the new Protected Payment Amount. We will provide you with written confirmation of your Step-Up election.

CHARGES, FEES AND DEDUCTIONS is amended

The CHARGES, FEES AND DEDUCTIONS section is amended to include the following: Guaranteed Protection Advantage 5 Annual Charge (Optional Rider) If you purchase the optional Guaranteed Protection Advantage 5 Rider, we will deduct a Guaranteed Protection Charge from your Investment Options on a proportionate basis on each Contract Anniversary that the Rider remains in effect following the Effective Date of the Rider, and if you terminate the Rider. The Guaranteed Protection Charge is equal to 0.10% multiplied by your Contract Value on the date the Charge is deducted. The Guaranteed Protection Charge may change if you elect the Step-Up option but will never be more than the Guaranteed Protection Charge being charged under the then current terms and conditions of the Rider. If you do not elect the optional Step-Up, your Guaranteed Protection Charge will remain the same as it was on the Effective Date of the Rider. If your Contract was issued before November 2, 2002, any portion of the Guaranteed Protection Charge we deduct from the Fixed Option will not be more than the annual interest credited in excess of 3%.

6

Income Access Annual Charge (Optional Rider)

If you purchase the optional Income Access Rider, we will deduct an Income Access Charge from your Investment Options on a proportionate basis on each Contract Anniversary that the Rider remains in effect following the Effective Date of the Rider, and if the Rider terminates. The Guaranteed Protection Charge is equal to 0.30% multiplied by your Contract Value on the date the Charge is deducted.

The Income Access Charge may change if you elect the Step-Up option in the Remaining Protected Balance, but will never be more than the Income Access Charge being charged under the then current terms and conditions of the Rider and will not be more than a maximum charge of 0.75%. If you do not elect the optional Step-Up, your Income Access Charge will remain the same as it was on the Effective Date of the Rider.

If your Contract was issued before November 2, 2002, any portion of the Guaranteed Protection Charge we deduct from the Fixed Option will not be more than the annual interest credited in excess of 3%.

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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 reference from 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 ended 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

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2.	Not applicable
3.	(a)	Distribution Agreement between Pacific Mutual Life and Pacific Select Distributors, Inc (PSD)1
	(b)	Form of Selling Agreement between Pacific Mutual Life, PSD and Various Broker-Dealers1

4.	(a)	(1)	Pacific Innovations—Form of Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-12600)1
		(2)	Pacific Innovations Select—Form of Individual Flexible Premium Deferred Variable Annuity Contract (Form No. 10-10300)11
	(b)	Qualified Pension Plan Rider (Form No. R90-PEN-V)1
	(c)	403(b) Tax-Sheltered Annuity Rider10
	(d)	Section 457 Plan Rider (Form No. 24-123799)1
	(e)	Individual Retirement Annuity Rider (Form No. 20-18900)11
	(f)	Roth Individual Retirement Annuity Rider (Form No. 20-19000)11
	(g)	SIMPLE Individual Retirement Annuity Rider (Form No. 20-19100)11
	(h)	(1)	Pacific Innovations—Stepped-Up Death Benefit Rider (Form No. 20-12601)1
		(2)	Pacific Innovations Select—Stepped-Up Death Benefit Rider (Form No. 20-13500)5
	(i)	(1)	Premier Death Benefit Rider (Form No. 20-12602)1
		(2)	Premier Death Benefit Rider (Form No. 20-18000)11
	(j)	Guaranteed Earnings Enhancement (EEG) Rider (Form No. 20-14900)6
	(k)	Guaranteed Income Advantage (GIA) Rider (Form No. 20-15100)8
	(l)	Form of Guaranteed Protection Advantage (GPA) Rider (Form No. 20-16200)9
	(m)	Guaranteed Protection Advantage 5 Rider (Form No. 20-19500)
	(n)	Income Access Rider (Form No. 20-19800)
	(o)	Qualified Retirement Plan Rider10
	(p)	Pacific Innovations Select—DCA Plus Fixed Option Rider (Form No. 20-10700)11
5.	(a)	(1)	Pacific Innovations—Variable Annuity Application (Form No. 25-12610)4
		(2)	Pacific Innovations Select – Variable Annuity Application (Form No. 25-10300)11
	(b)	Variable Annuity PAC APP1
	(c)	Application/Confirmation Form2
	(d)	Guaranteed Income Advantage (GIA) Rider Request (Form No. 1209-1A)9
	(e)	Form of Guaranteed Earnings Enhancement (EEG) Rider Request Application6
	(f)	Form of Guaranteed Protection Advantage (GPA) Rider Request (Form No. 55-16600)9
	(g)	Form of Guaranteed Protection Advantage 5 Rider Request Form (Form No. 2311-BA)
	(h)	Form of Income Access Rider Request Form (Form No. 2315-3A)
6.	(a)	Pacific Life’s Articles of Incorporation1
	(b)	By-laws of Pacific Life1
7	Not applicable
8.	(a)	Fund Participation Agreement7
	(b)	Addendum to the Fund Participation Agreement (to add the Strategic Value and Focused 30 Portfolios) 7
	(c)	Addendum to the Fund Participation Agreement (to add nine new Portfolios)7
	(d)	Addendum to the Fund Participation Agreement (to add the Equity Income and Research Portfolios)10
9	Opinion and Consent of legal officer of Pacific Life as to the legality of Contracts being registered.1

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10.	Independent Auditors’ Consent10
11.	Not applicable
12.	Not applicable
13.	(1)	Pacific Innovations – Performance Calculations10
	(2)	Pacific Innovations Select—Performance Calculations10
14.	Not applicable
15.	Powers of Attorney10
16.	Not applicable

¹ Included in Registrant’s Form N-4, File No. 333-93059, Accession No. 0000912057-99-009849 filed on December 17, 1999 and incorporated by reference herein.

² Included in Registrant’s Form N-4, File No. 333-93059, Accession No. 0000912057-00-015739 filed on March 31, 2000 and incorporated by reference herein.

³ Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0000912057-00-018010 filed on April 14, 2000 and incorporated by reference herein.

⁴ Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0000912057-00-052614 filed on December 7, 2000 and incorporated by reference herein.

⁵ Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0000912057-00-055027 filed on December 28, 2000 and incorporated by reference herein.

⁶ Included in Registrant’s Form N-4/A, File No. 333-93059 Accession No. 0000912057-01-007165 filed on March 2, 2001 and incorporated by reference herein.

⁷ Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0000912057-01-510459 filed on April 25, 2001 and incorporated by reference herein.

⁸ Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0001017062-01-500247 filed on May 10, 2001 and incorporated by reference herein.

⁹ Included in Registrant’s Form N-4/A, File No. 333-93059, Accession No. 0000898430-01-503115 filed on October 25, 2001 and incorporated by reference herein.

¹⁰ Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001017062-02-000788 filed on April 30, 2002 and incorporated by reference herein.

¹¹ Included in Registrant’s Form N-4/B, File No. 333-93059, Accession No. 0001017062-02-002149 filed on December 19, 2002 and incorporated by reference herein.

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, 98% owned by Pacific Mutual Holding Company (a California Mutual Holding Company). Other subsidiaries of Pacific LifeCorp are: an 86% ownership of Aviation Capital Group Holding Corp. (a Delaware Corporation); College Savings Bank (a New Jersey Chartered Capital Stock Savings Bank) and its subsidiary College Savings Trust (a Montana Chartered Uninsured Trust Company); an 80% ownership of M.L. Stern & Co., LLC (a Delaware Limited Liability Company) and its subsidiary Tower Asset Management, LLC (a Delaware Limited Liability Company); Pacific Asset Funding, LLC (a Delaware Limited Liability Company) and its subsidiaries PL Trading Company, LLC (a Delaware Limited Liability Company) and Pacific Life Trade Services, Limited (a Hong Kong Limited Corporation); and Pacific Life & Annuity Services, Inc. (a Colorado Corporation). A Subsidiary of Aviation Capital Group Holding Corp., is Aviation Capital Group Corp. (a Delaware Corporation), which in turn, is the parent of: ACGFS II, Inc. (a Delaware Corporation); ACG Acquisition V Corporation (a Delaware Corporation); a 50% ownership of ACG Acquisition VI LLC; a 33% ownership of ACG Acquisition IX LLC; ACG Acquisition XXV LLC and its subsidiary ACG Acquisition Ireland II, Limited (an Irish Corporation); ACG Acquisition XXVI, 37, 38 LLCs; and ACG Acquisition XXVII LLC. Subsidiaries of ACG Acquisition VI LLC are: a 34% ownership of ACG Acquisition VIII LLC; a 20% ownership of ACG Acquisition XIV LLC; and a 20% ownership of ACG Acquisition XIX LLC, which in turn owns ACG Acquisition XIX Holding LLC, which owns Aviation Capital Group Trust. Subsidiaries of Aviation Capital Group Trust are: ACG Acquisition XV LLC; ACG Acquisition XX LLC and its subsidiary ACG Acquisition Ireland, Limited (an Irish Corporation); and ACG Acquisition XXI, LLC. ACG Acquisition XXVII LLC owns 50% of ACG Acquisition XXVIII LLC, which owns ACG Acquisition XXIX LLC. Subsidiaries of ACG Acquisition XXIX LLC are: ACG Acquisition XXX LLCs; ACG Acquisition 35 Corporation (a Delaware Corporation); ACG Acquisition 31-34, 36-39 LLCs; and ACGFS, Inc. (a Delaware Corporation). Pacific Life is the parent company of: Pacific Life & Annuity Company (an Arizona Stock Life Insurance Company); Pacific Select Distributors, Inc.; Pacific Asset Management LLC (a Delaware Limited Liability Company); Confederation Life Insurance and Annuity Company (a Georgia Company); a 17% ownership of Scottish Annuity & Life Holdings, Ltd. [(a Cayman Islands Holding Company) abbreviated structure]; a 95% ownership of Grayhawk Golf Holdings, LLC (a Delaware Limited Liability Company), and its subsidiary Grayhawk Golf L.L.C. (an Arizona Limited Liability Company); a 67% ownership of Pacific Mezzanine Associates, L.L.C. (a Delaware Limited Liability Company) and its subsidiary Pacific Mezzanine Investors, L.L.C., (a Delaware Limited Liability Company) who is the sole general partner of the PMI Mezzanine Fund, L.P. (a Delaware Limited Partnership). Subsidiaries of Pacific Asset Management LLC are: a 21% ownership of Carson-Pacific LLC (a Delaware Limited Liability Company); PMRealty Advisors Inc.; a non-managing membership interest in Allianz-PacLife Partners LLC (a Delaware Limited Liability Company); and Pacific Financial Products Inc. (a Delaware Corporation). Allianz-PacLife Partners LLC and Pacific Financial Products, Inc., own the Class E units of Allianz Dresdner Asset Management of America L.P. (a Delaware Limited Partnership). Subsidiaries of Pacific Select Distributors, Inc., include: Associated Financial Group, Inc., Mutual Service Corporation (a Michigan Corporation), United Planners’ Group, Inc. (an Arizona Corporation), and a 45% ownership of Waterstone Financial Group, Inc. (an Illinois Corporation). Subsidiaries of Associated Financial Group, Inc., are Associated Planners Investment Advisory, Inc., Associated Securities Corp., West Coast Realty Management, Inc., Associated Planners Securities Corporation of Nevada, Inc. (a Nevada Corporation), and West Coast Realty Advisors, Inc. Subsidiaries of Mutual Service Corporation are Advisors’ Mutual Service Center, Inc. (a Michigan Corporation) and Contemporary Financial Solutions, Inc. (a Delaware Corporation). United Planners’ Group, Inc. is the general partner and holds an approximate 45% general partnership interest in United Planners’ Financial Services of America (an Arizona Limited Partnership). Subsidiaries of United Planners’ Financial Services of America are UPFSA Insurance Agency of Arizona, Inc. (an Arizona Corporation), UPFSA Insurance Agency of California, Inc., United Planners Insurance Agency of Massachusetts, Inc. (a Massachusetts Corporation), and United Planners Insurance Agency of Oklahoma, Inc. (an Oklahoma 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 Innovations – Approximately	2,743	Qualified
	2,493	Non Qualified
(2) Pacific Innovations Select – Approximately	22,910	Qualified
	16,298	Non Qualified

Item 28.    Indemnification

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

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

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

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

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

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

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

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Item 29.    Principal Underwriters

(a) PSD also acts as principal underwriter for Pacific Select Variable Annuity Separate Account, Separate Account B, Pacific Corinthian Variable Separate Account, Pacific Select Separate Account, Pacific Select Exec Separate Account, COLI Separate Account, COLI II Separate Account, COLI III Separate Account, Separate Account A of Pacific Life & Annuity Company, Pacific Select Exec Separate Account of Pacific Life & Annuity Company,

(b) For information regarding PSD, reference is made to Form B-D, SEC File No. 8-15264, which is herein incorporated by reference.

(c) PSD retains no compensation or net discounts or commissions from the Registrant.

Item 30.    Location of Accounts and Records

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

Item 31.    Management Services

Not applicable

Item 32.    Undertakings

The registrant hereby undertakes:

(a) to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in this registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted, unless otherwise permitted.

(b) to include either (1) as a part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information, or (3) to deliver a Statement of Additional Information with the Prospectus.

(c) to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request.

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Additional Representations

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

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

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

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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. 11 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 March, 2003.

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. 11 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	March 18, 2003
Glenn S. Schafer*	Director and President	March 18, 2003
Khanh T. Tran*	Director, Executive Vice President and Chief Financial Officer	March 18, 2003
David R. Carmichael*	Director, Senior Vice President and General Counsel	March 18, 2003
Audrey L. Milfs*	Director, Vice President and Corporate Secretary	March 18, 2003
Edward R. Byrd*	Vice President and Controller	March 18, 2003
Brian D. Klemens*	Vice President and Treasurer	March 18, 2003
Gerald W. Robinson*	Executive Vice President	March 18, 2003

*By:	/s/    DAVID R. CARMICHAEL	March 18, 2003
	David R. Carmichael as attorney-in-fact

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

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EX-99.4.(M)

EXHIBIT 4(m)

[LOGO OF PACIFIC LIFE]

Pacific Life Insurance Company

700 Newport Center Drive

Newport Beach, CA 92660

A Stock Company

GUARANTEED PROTECTION ADVANTAGE 5 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:

Step-Up – An increase in the Guaranteed Protection Amount to an amount equal to 100% of the Contract Value, determined as of a Step-Up Date.

Step-Up Date – Any Contract Anniversary beginning with the fifth (5^th) anniversary of the Effective Date of this Rider on which you elect a Step-Up in the Guaranteed Protection Amount.

Term – The ten (10) year period beginning on the Effective Date of this Rider or on a Step-Up Date.

Guaranteed Protection Advantage – You have purchased a Guaranteed Protection Advantage 5 Rider. Subject to the terms and conditions described herein, we will increase the Contract Value to the Guaranteed Protection Amount (as determined under the Guaranteed Protection Amount provision of this Rider), if at the end of the Term, the Contract Value is less than the Guaranteed Protection Amount.

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

(a)  the age of each Annuitant is 85 or younger on the date of purchase; and

(b)  the date of purchase is at least ten (10) years prior to the Annuity Date.

The date of purchase is the Effective Date of the Rider as shown on Page 3.

For the Contract Value to be increased to the Guaranteed Protection Amount, the entire Contract Value must be invested for the entire Term according to an asset allocation program established and maintained by us for this Rider.

Guaranteed Protection Charge – An annual charge (Guaranteed Protection Charge) for expenses related to this Rider will be deducted from the Investment Options on a proportionate basis. The Guaranteed Protection Charge will be deducted, in arrears, on each Contract Anniversary that this Rider remains in effect.

If this Rider terminates for reasons other than for death or annuitization, the entire Guaranteed Protection Charge for the Contract Year will be deducted from the Contract Value on the effective date of termination.

The Guaranteed Protection Charge is equal to [0.10%] multiplied by the Contract Value on the day the charge is deducted. The Guaranteed Protection Charge is guaranteed not to change during the Term, unless you elect a Step-Up in the Guaranteed Protection Amount.

1

Any portion of the Guaranteed Protection Charge we deduct from any of our fixed rate General Account options (if available under the Contract) will not be greater than the annual interest credited in excess of 3%.

Guaranteed Protection Amount – The Guaranteed Protection Amount is equal to (a) plus (b) minus (c); where:

(a) is the Contract Value at the start of the Term;

(b) is 100% of each subsequent Purchase Payment paid to the Contract during the first year of the Term, provided the Contract allows for subsequent Purchase Payments after the first Contract Year; and

(c) is a pro rata adjustment for withdrawals made from the Contract during the Term. The adjustment for each withdrawal is calculated by multiplying the Guaranteed Protection Amount prior to the withdrawal by the ratio of the amount of the withdrawal (including any applicable withdrawal charge) to the Contract Value immediately prior to the withdrawal.

For purposes of determining the Contract Value at the start of the Term:

(1) if this Rider is purchased on the Contract Date, the Contract Value is equal to the Initial Purchase Payment; or

(2) if this Rider is purchased on a Contract Anniversary or if you elect a Step-Up in the Guaranteed Protection Amount, the Contract Value is equal to the Contract Value on that Contract Anniversary or on that Step-Up Date.

Election of Step-Up in Guaranteed Protection Amount – You may elect, on any Contract Anniversary beginning with the fifth (5^th) anniversary of the Effective Date of this Rider and before the Annuity Date, to increase the Guaranteed Protection Amount to an amount equal to 100% of the current Contract Value as of the Step-Up Date.

The Guaranteed Protection Charge may change if you elect a Step-Up in the Guaranteed Protection Amount. However, the Guaranteed Protection Charge will never exceed the Guaranteed Protection Charge currently being offered for this same benefit under newly issued riders. If the Guaranteed Protection Amount is never stepped-up, the Guaranteed Protection Charge established on the Effective Date of this Rider is guaranteed not to change.

Your election of a Step-Up in the Guaranteed Protection Amount must be received, in a form satisfactory to us, at our Service Center within thirty (30) days after the Contract Anniversary on which the Step-Up is effective.

Once a Step-Up has been elected and is in effect:

(a) another Step-Up may not be elected until on or after the fifth (5^th) anniversary of the latest Step-Up Date; and

(b) a new ten (10) year Term will begin effective as of that latest Step-Up Date.

We will provide you with written confirmation of your Step-Up election.

Additional Amount – On the last day of the Term, we will apply an additional amount to the Contract if the Contract Value on such day is less than the Guaranteed Protection Amount. The additional amount will be equal to the difference between the Contract Value on the last day of the Term and the Guaranteed Protection Amount.

2

If, on the last day of the Term, the Contract is annuitized, the first death of an Owner or the death of the last surviving Annuitant occurs, or a full withdrawal of the amount available for withdrawal is made, the Contract Value will reflect any additional amount as described in this provision, prior to the payment of any annuity, death or full withdrawal benefits.

We will not apply an additional amount if the Contract Value on the last day of the Term is greater than the Guaranteed Protection Amount.

Continuation of Rider if Surviving Spouse Continues Contract – If the Owner dies during the Term and if the surviving spouse of the deceased Owner elects to continue the Contract in accordance with its terms, then the provisions of this Rider will continue until the end of the Term.

Termination of Rider – This Rider will automatically terminate at the end of the Term or, if earlier, upon the occurrence of one of the following events:

(a) the Contract Anniversary immediately following the day any portion of the Contract Value is no longer invested according to an asset allocation program established and maintained by us for this Rider;

(b) the Contract Anniversary immediately following the day we receive notification from you to terminate this Rider;

(c) the date a full withdrawal of the amount available for withdrawal is made under the Contract;

(d) the date of the first death of an Owner or the date of death of the last surviving Annuitant;

(e) the date the Contract is terminated in accordance with the provisions of the Contract; or

(f) the Annuity Date.

Effective Date – This Rider is effective on the date shown below.

Effective Date: [date]

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

PACIFIC LIFE INSURANCE COMPANY

/s/ Thomas C. Sutton	/s/ Audrey L. Milfs
Chairman and Chief Executive Officer	Secretary

3

EX-99.4.(N)

EXHIBIT 4.(n)

[LOGO OF PACIFIC LIFE]

Pacific Life Insurance Company

700 Newport Center Drive

Newport Beach, CA 92660

A Stock Company

INCOME ACCESS 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:

Protected Payment Amount – The amount that can be withdrawn under this Rider each Contract Year. The Protected Payment Amount is an annual amount equal to 7% of the Protected Payment Base.

Protected Payment Base – An amount used to determine the Protected Payment Amount.

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

Step-Up – An increase in the Remaining Protected Balance to an amount equal to 100% of the Contract Value, determined as of a Step-Up Date.

Step-Up Date – Any Contract Anniversary beginning with the fifth (5^th) anniversary of the Effective Date of this Rider on which you elect a Step-Up in the Remaining Protected Balance.

Income Access – You have purchased an Income Access Rider. Subject to the terms and conditions described herein, this Rider allows for withdrawals of the Protected Payment Base each Contract Year, regardless of market performance until the Remaining Protected Balance equals zero.

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

This Rider also provides that if, on any Contract Anniversary beginning with the fifth (5^th) anniversary of the Effective Date of this Rider, the Contract Value is greater than the Remaining Protected Balance, you may elect to Step-Up the Remaining Protected Balance to an amount equal to 100% of the Contract Value.

This Rider may be purchased on the Contract Date or on any subsequent Contract Anniversary, provided: (a) the age of each Annuitant is 85 or younger on the date of purchase; and (b) the entire Contract Value must be invested according to an asset allocation program established and maintained by us for this Rider. The date of purchase is the Effective Date of this Rider as shown on Page 4.

1

Income Access Charge – An annual charge (Income Access Charge) for expenses related to this Rider will be deducted from the Investment Options on a proportionate basis relative to the Account Value in each such Investment Option. The Income Access Charge will be deducted, in arrears, on each Contract Anniversary that this Rider remains in effect.

If this Rider terminates for reasons other than for death or annuitization, the entire Income Access Charge for the Contract Year will be deducted from the Contract Value on the day the Rider terminates.

The Income Access Charge is equal to [0.30%] (not to exceed a maximum charge of 0.75%) multiplied by the Contract Value on the day the charge is deducted. The Income Access Charge established on the Effective Date of this Rider will not change, unless you elect a Step-Up in the Remaining Protected Balance.

Any portion of the Income Access Charge we deduct from any of our fixed-rate General Account options (if available under the Contract) will not be greater than the annual interest credited in excess of 3%.

Determining Initial Values – The Protected Payment Base, Remaining Protected Balance and Protected Payment Amount are initially set on the Effective Date of this Rider.

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

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

The Protected Payment Amount on the Effective Date of this Rider is set to equal 7% of the Protected Payment Base.

Once set, the Protected Payment Base and Protected Payment Amount will remain unchanged, provided no subsequent Purchase Payments are received after the Rider’s Effective Date, and the total amount withdrawn each Contract Year does not exceed the Protected Payment Amount.

Subsequent Purchase Payments – Subsequent Purchase Payments received after the Effective Date of this Rider will result in an adjustment to the Protected Payment Base, Remaining Protected Balance and Protected Payment Amount. The adjustments will be made on the Contract Anniversary following receipt of the Purchase Payments.

On the Contract Anniversary following receipt of the Purchase Payments, we will reset the Protected Payment Base and Remaining Protected Balance, determined as of the date of the most recent adjustment, by an amount equal to the total Purchase Payments received during the prior Contract Year. The Protected Payment Amount will be reset to an amount equal to 7% of the adjusted Protected Payment Base.

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

Withdrawal of Protected Payment Amount – While this Rider is in effect, you may withdraw up to the Protected Payment Amount each Contract Year without any adjustment to the Protected Payment Base, regardless of market performance until the Remaining Protected Balance equals zero. Such withdrawals may be taken in a lump sum, in multiple withdrawals or in a series of pre-authorized withdrawals within the Contract Year.

Any portion of the Protected Payment Amount not withdrawn during a Contract Year may not be carried over to the next Contract Year.

2

If a withdrawal causes the total amount withdrawn during the Contract Year to exceed the Protected Payment Amount, we will reset the Protected Payment Base, Remaining Protected Balance and Protected Payment Amount on the next Contract Anniversary following the withdrawal, as follows:

On the Contract Anniversary following the date of withdrawal:

(a) the Remaining Protected Balance, determined as of the date of the most recent adjustment, will be reduced by the withdrawal, and each subsequent withdrawal made thereafter, that exceeds the Protected Payment Amount during the prior Contract Year. If, immediately after a withdrawal, the Contract Value is less than the Remaining Protected Balance, the Remaining Protected Balance will be reset to equal the Contract Value after the withdrawal; and

(b) the Protected Payment Base, determined as of the date of the most recent adjustment, will be reduced by the withdrawal, and each subsequent withdrawal made thereafter, that exceeds the Protected Payment Amount during the prior Contract Year. If, immediately after a withdrawal, the Contract Value is less than the Protected Payment Base, the Protected Payment Base will be reset to equal the Contract Value after the withdrawal; and

(c) the Protected Payment Amount, determined as of the date of the most recent adjustment, will be reset to an amount equal to 7% of the adjusted Protected Payment Base.

If, immediately after a withdrawal, the Contract Value is less than the Protected Payment Amount, or is reduced to zero, the following will apply:

• withdrawals will be limited to an amount up to the Protected Payment Amount, until the Remaining Protected Balance is reduced to zero;

• withdrawals will be paid under a series of pre-authorized withdrawals under a payment frequency, as elected by you, but no less frequently than annually;

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

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

• the Contract will cease to provide any death benefit.

This Rider will effectively terminate on the next Contract Anniversary following the day the last withdrawal, under the series of pre-authorized withdrawals, reduces the Remaining Protected Balance to zero. The entire Income Access Charge for the prior Contract Year will be deducted from any remaining Contract Value on the Contract Anniversary on which the Rider terminates.

Election of Step-Up in Remaining Protected Balance – You may elect, on any Contract Anniversary beginning with the fifth (5^th) anniversary of the Effective Date of this Rider and before the Annuity Date, to Step-Up the Remaining Protected Balance to an amount equal to 100% of the Contract Value as of the Step-Up Date.

The Income Access Charge may change if you elect a Step-Up in the Remaining Protected Balance. However, the Income Access Charge will never exceed the Income Access Charge then being offered for this same benefit under newly issued riders. If the Remaining Protected Balance is never stepped-up, the Income Access Charge established on the Effective Date of this Rider is guaranteed not to change.

The election to Step-Up the Remaining Protected Balance must be received, in a form satisfactory to us, at our Service Center within thirty (30) days after the Contract Anniversary on which the Step-Up is effective.

3

On each Step-Up Date, we will:

(a) reset the Remaining Protected Balance to an amount equal to 100% of the Contract Value on the Step-Up Date;

(b) reset the Protected Payment Base to an amount equal to the adjusted Remaining Protected Balance; and

(c) reset the Protected Payment Amount to equal 7% of the adjusted Protected Payment Base.

Once a Step-Up has been elected and is in effect, another Step-Up may not be elected until on or after the fifth (5^th) anniversary of the latest Step-Up Date. We will provide you with written confirmation of your Step-Up election.

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

Termination of Rider – This Rider will automatically terminate on the earliest of the dates indicated below:

(a) the Contract Anniversary immediately following the day any portion of the Contract Value is no longer invested according to an asset allocation program established and maintained by us for this Rider;

(b) the Contract Anniversary immediately following the day the Remaining Protected Balance is reduced to zero;

(c) the date a full withdrawal of the amount available for withdrawal is made under the Contract;

(d) the date of the first death of an Owner or the date of death of the last surviving Annuitant;

(e) the date the Contract is terminated in accordance with the provisions of the Contract; or

(f) the Annuity Date.

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

Effective Date: [date]

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

PACIFIC LIFE INSURANCE COMPANY

/s/    THOMAS C. SUTTON	/s/    AUDREY L. MILFS
Chairman and Chief Executive Officer	Secretary

4

EX-99.5.(G)

DRAFT [LOGO OF PACIFIC LIFE] Pacific Life Insurance Company P.O. Box 7187 • Pasadena, CA 91109-7187 www.PacificLife.com (800) 722-2333 (See instructions for mailing addresses) EXHIBIT 5(g) GUARANTEED PROTECTION ADVANTAGE⁵ (GPA⁵) RIDER REQUEST

Use this form to:

Add the optional GPA⁵ rider to the contract. Complete Sections 1, 2 and 4.

Terminate the GPA⁵ rider from the contract. Complete Sections 1, 3 and 4.

1	GENERAL INFORMATION Owner’s Name (First, Middle Initial, Last)		Daytime Telephone Number	Contract Number If known.
			(            )
2	ADD THE GPA5 RIDER — Check the box to add the rider to your contract. You must enroll, or be enrolled, in Portfolio Optimization to add the rider. IN ORDER TO ADD THE GPA5 RIDER, THIS REQUEST MUST BE RECEIVED IN GOOD ORDER BY PACIFIC LIFE WITHIN SIXTY (60) DAYS OF THE CONTRACT ISSUE DATE OR THIRTY (30) DAYS AFTER ANY CONTRACT ANNIVERSARY. See instructions for additional requirements and product availability. ¨  Add the GPA5 rider to my contract. Terms and Conditions: By adding this rider to my contract, I understand that: •   In order for the contract value or adjusted contract value to be increased to the guaranteed protection amount, the entire contract value must be invested for the entire term according to an asset allocation program established and maintained by Pacific Life for this rider. A term is defined as the ten (10) year period beginning on the effective date of the rider or on a step-up date.
	•   The rider will terminate on the contract anniversary following the day any portion of the contract value is no longer invested according to an asset allocation program established and maintained by Pacific Life for this rider. •   On each contract anniversary, an annual charge of 0.10% of the contract value or on Pacific Portfolio, the adjusted contract value, will be deducted from my contract for the prior contract year. The guaranteed protection charge may change if you elect a step-up in the guaranteed protection amount.
3	TERMINATE THE GPA5 RIDER Check the box to terminate the rider from your contract.
	¨  Terminate the GPA5 rider from my contract. Terms and Conditions: By terminating this rider from my contract, I understand that: •   If this request is received in good order by Pacific Life within thirty (30) days after a contract anniversary, the rider will terminate on that contract anniversary. If this request is received thirty-one (31) days or more after the last contract anniversary, the rider will terminate on the next contract anniversary. •   If the rider terminates for reasons other than for death or annuitization, the entire annual charge then in effect for the contract year will be deducted from the contract on the effective date of termination.
	•   All benefits of the rider will be forfeited upon termination, if such termination occurs prior to the end of the term. •   All other provisions of my contract will remain in force.
4	ACKNOWLEDGMENT AND SIGNATURE(S) I have received and read the applicable product prospectus describing the optional GPA5 rider. I have read and understand the terms and conditions under Section 2, if I have elected to add the optional GPA5 rider to my contract. I have discussed this product with my registered representative, and believe the selection made meets my insurable needs and financial objectives. I UNDERSTAND THAT IN ORDER FOR THE GPA5 RIDER TO BE ADDED TO THE CONTRACT, THIS REQUEST MUST BE RECEIVED IN GOOD ORDER BY PACIFIC LIFE WITHIN SIXTY (60) DAYS OF THE CONTRACT ISSUE DATE OR THIRTY (30) DAYS AFTER ANY CONTRACT ANNIVERSARY, FOR THE RIDER TO BE EFFECTIVE ON THE CONTRACT ISSUE DATE OR CONTRACT ANNIVERSARY. IF THIS REQUEST IS NOT RECEIVED WITHIN THIS TIMEFRAME, THE GPA5 RIDER WILL NOT BE ADDED. The following statement applies only if you have elected to terminate the GPA5 Rider: I have read and understand the terms and conditions under Section 3, if I have elected to terminate the GPA5 Rider from my contract.
		/      /		/      /
	Owner’s Signature	mo  day  yr	Joint Owner’s Signature	mo day yr

04/03 [GPAR] [BAR SCAN]       *2311-3A*            

[LOGO OF PACIFIC LIFE]	GUARANTEED PROTECTION ADVANTAGE5 (GPA5) RIDER REQUEST
When to use this form:	Use this form to add or terminate the optional GPA5 rider to or from your contract. You must enroll, or be enrolled, in Portfolio Optimization to add the rider to your contract.
To complete this form:	Print clearly using dark ink. Provide requested information in full. An incomplete form may delay processing.
Where to send this form:	By regular mail: Pacific Life Insurance Company P.O. Box 7187 Pasadena, CA 91109-7187	By overnight mail: Pacific Life Insurance Company 1111 S. Arroyo Parkway, Suite 205 Pasadena, CA 91105-3967
Additional forms:	If you are adding the optional GPA5 rider to your contract with this form, the following forms are also required.
	If you are:
	a new client enrolling in Portfolio Optimization
	•   Pacific Life variable annuity application
	•   Portfolio Optimization Acknowledgment
	an existing client enrolling in Portfolio Optimization
	•   Portfolio Optimization Acknowledgment
	an existing client currently enrolled in Portfolio Optimization
	•   No additional forms are required
Who to call for help or questions:	Contact your registered representative or call Pacific Life customer service at (800) 722-2333.

INSTRUCTIONS

1	General Information: Provide the owner’s name, daytime telephone number and contract number, if known.
2	Add the GPA Rider: In connection with Portfolio Optimization, you may add the optional GPA5 rider to your contract, subject to product availability and the minimum requirements set forth below. This rider is available only on Pacific Portfolios, Pacific Value, Pacific Innovations, Pacific Innovations Select, Pacific One, Pacific One Select, Pacific Odyssey and PSVA products, and subject to state availability. On any contract anniversary beginning with the 5th anniversary of the rider effective date, you may elect to step-up the guaranteed protection amount to the contract value as of the step-up date. The guaranteed protection charge may change if you elect a step-up in the guaranteed protection amount. The guaranteed protection charge will never exceed the guaranteed protection charge then being offered for this same benefit under newly issued riders. Refer to the product’s prospectus for more information. Complete this section to add the rider to your contract. Review the terms and conditions before checking the box and signing the form. Minimum Requirements: To qualify to purchase the optional GPA5 rider: a) you are enrolling, or are enrolled, in Portfolio Optimization; b) all annuitants must be age 85 or younger on the date of purchase; and c) the date of purchase must be at least ten (10) years prior to the selected annuity date.
3	Terminate the GPA5 Rider: Complete this section to terminate the rider from your contract. Review the terms and conditions before checking the box and signing the form.
4	Acknowledgment and Signature(s): The form must be signed and dated by the owner. In cases of joint ownership, both owners must sign.

04/03 2311-3A

EX-99.5.(H)

DRAFT

EXHIBIT 5(H)

[LOGO OF PACIFIC LIFE] Pacific Life Insurance Company P.O. Box 7187 • Pasadena, CA 91109-7187 www.PacificLife.com (800) 722-2333 (See instructions for mailing addresses) INCOME ACCESS RIDER REQUEST

Use this form to add the Income Access Rider to the contract.

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

2 THE INCOME ACCESS RIDER — You are requesting to add the optional Income Access Rider to your contract. To add the rider to your contract, you must enroll, or be enrolled, in Portfolio Optimization (an asset allocation program established and maintained by Pacific Life for this rider) and meet the minimum requirements on the date this form is signed. THE ADDITION OF THIS RIDER WILL BE EFFECTIVE ONLY IF THIS REQUEST IS RECEIVED IN GOOD ORDER BY PACIFIC LIFE WITHIN 60 DAYS OF THE CONTRACT ISSUE DATE OR 30 DAYS AFTER ANY CONTRACT ANNIVERSARY. THE EFFECTIVE DATE OF THIS RIDER WILL BE ON THE CONTRACT ISSUE DATE OR ON THAT CONTRACT ANNIVERSARY. See instructions for additional requirements and product availability.

Terms and Conditions

By adding the Income Access Rider to the contract, I understand that:

(a) the entire contract value must be invested according to an asset allocation program established and maintained by Pacific Life for this rider.

(b) the rider will terminate on the contract anniversary following the day any portion of the contract value is no longer invested according to the asset allocation program.

(c) the withdrawal provisions under my contract are not changed or replaced and will be subject to the same conditions, restrictions and limitations as withdrawals otherwise made under the provisions of the contract.

(d) withdrawals that total more than the protected payment amount (7% gross of protected payment base) in a given contract year, may result in reduced benefits provided under this rider and that the amounts initially protected may no longer be guaranteed.

(e) withdrawals and other distributions of taxable amounts will be subject to income tax, and if taken prior to age 59¹/₂, a 10% federal tax may apply.

(f) on each contract anniversary, an annual charge equal to 0.30% of the contract value will be deducted from my contract for the prior year. The annual charge may change if I elect a step-up in the remaining protected balance, however it will not exceed the annual charge then being offered for the same product under newly-issued riders.

(g) if the rider terminates for reasons other than for death or annuitization, the entire annual charge then in effect for the rider will be deducted from the contract on the date the rider terminates.

3 ACKNOWLEDGMENT AND SIGNATURE(S)

I have received and read the applicable product prospectus describing the optional Income Access Rider and understand the terms and conditions under Section 2. I have discussed this rider with the appropriate parties, possibly including, but not limited to, my registered representative and tax adviser and believe that this rider meets my insurable needs and objectives.

I UNDERSTAND THAT THE ADDITION OF THIS RIDER WILL BE EFFECTIVE ONLY IF THIS REQUEST IS RECEIVED IN GOOD ORDER BY PACIFIC LIFE WITHIN 60 DAYS OF THE CONTRACT ISSUE DATE OR 30 DAYS AFTER ANY CONTRACT ANNIVERSARY. THE EFFECTIVE DATE OF THIS RIDER WILL BE ON THE CONTRACT ISSUE DATE OR ON THAT CONTRACT ANNIVERSARY. IF THIS REQUEST IS NOT RECEIVED IN GOOD ORDER WITHIN THIS TIMEFRAME, THE INCOME ACCESS RIDER WILL NOT BE ADDED. ADDITIONALLY, IF THE RIDER IS NOT AVAILABLE FOR MY CONTRACT, IT WILL NOT BE ADDED. ONCE IT BECOMES AVAILABLE, I UNDERSTAND THAT I WILL NEED TO SUBMIT A NEW REQUEST, SUBJECT TO THE TERMS AND CONDITIONS THEN IN EFFECT FOR THE RIDER.

Owner’s Signature mo    day    yr Joint Owner’s Signature (if applicable) mo    day    year

DRAFT

[LOGO OF PACIFIC LIFE] INCOME ACCESS RIDER REQUEST

When to use this form:	Use this form to add the optional Income Access Rider to your contract. You must enroll, or be enrolled, in Portfolio Optimization to add the rider to your contract.
To complete this form:	Print clearly using dark ink. Provide requested information in full. An incomplete form may delay processing.
Where to send this form:	By regular mail:	By overnight mail:
	Pacific Life Insurance Company	Pacific Life Insurance Company
	P.O. Box 7187	1111 S. Arroyo Parkway, Suite 205
	Pasadena, CA 91109-7187	Pasadena, CA 91105-3967
Additional forms:	If you are adding the optional Income Access Rider to your contract with this form, the following forms are also required. If you are:
	a new client enrolling in Portfolio Optimization             • Pacific Life variable annuity application             • Portfolio Optimization Acknowledgment         an existing client enrolling in Portfolio Optimization             • Portfolio Optimization Acknowledgment         an existing client currently enrolled in Portfolio Optimization             • No additional forms are required
Who to call for help or questions:	Contact your registered representative or call Pacific Life customer service at (800) 722-2333.

INSTRUCTIONS

1 General Information: Provide the owner’s name, daytime telephone number and contract number, if known.

2 The Income Access Rider: Review the terms and conditions in this section before signing the form. The Income Access Rider is available with the products shown below, subject to state approval. The minimum requirements to purchase this rider are set forth below. Refer to the applicable product’s prospectus for more information.

Available Products: (subject to state availability)

• Pacific Innovations	• Pacific Odyssey	• Pacific One Select	• Pacific Select Variable Annuity (PSVA)
• Pacific Innovations Select	• Pacific One	• Pacific Portfolios	• Pacific Value

Minimum Requirements:

• You are enrolling, or are enrolled, in Portfolio Optimization; and

• All annuitants must be age 85 or younger on the date of purchase.

3 Acknowledgment and Signature(s): The form must be signed and dated by the owner. In cases of joint ownership, both owners must sign.