<PAGE>
As filed with the Securities and Exchange Commission on June 18, 1999
Registration Nos.
811-08946
333-60833
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [_]
Post Effective Amendment No. 2 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 9 [X]
(Check appropriate box or boxes)
SEPARATE ACCOUNT A
(Exact Name of Registrant)
PACIFIC LIFE INSURANCE COMPANY
(Name of Depositor)
700 Newport Center Drive
Newport Beach, California 92660
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code: (949) 219-3743
Diane N. Ledger
Vice President
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
(Name and Address of Agent for Service)
Copies of all communications to:
Diane N. Ledger Jane A. Kanter, Esq.
Pacific Life Insurance Company Dechert, Price & Rhoads
P. O. Box 9000 1775 Eye Street, N.W.
Newport Beach, CA 92658-9030 Washington, D.C. 20006-2401
Approximate Date of Proposed Public Offering____________________________________
It is proposed that this filing will become effective (check appropriate box)
[_] immediately upon filing pursuant to paragraph (b) of Rule 485
[_] on pursuant to paragraph (b) of Rule 485
[X] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[_] on (date) pursuant to paragraph (a)(1) of Rule 485
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities being registered: interests in the Separate Account under
Pacific Value individual flexible premium deferred variable annuity contracts.
Filing Fee: None
<PAGE>
PROSPECTUS
(Included in Post-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form N-4, Accession No. 0001017062-99-000757, filed on April 29,
1999, and incorporated by reference herein.)
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
(Included in Post-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form N-4, Accession No. 0001017062-99-000757, filed on April 29,
1999, and incorporated by reference herein.)
<PAGE>
Supplement dated , 1999 to Prospectus dated May 1, 1999
for the Pacific Value Variable Annuity
Issued by Pacific Life Insurance Company ("Prospectus")
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 which amends the Prospectus describes the optional Guaranteed
Income Advantage Rider ("GIA Rider").
The AN OVERVIEW OF PACIFIC VALUE section is amended as follows:
Guaranteed Income Advantage Rider (Optional)
The Guaranteed Income Advantage Rider ("GIA Rider") offers a guaranteed income
advantage annuity option. You may buy the GIA Rider on the Contract Date or on
any Contract Anniversary. The GIA Rider is not available in all states. Ask
your registered representative about its current availability status in your
state of residence.
The expense table under Contract Expenses has been revised by adding:
Guaranteed Income Advantage Rider Charge,
as a percentage of Contract Value/6/ 0.30%
/6/ If you buy the Guaranteed Income Advantage Rider ("GIA Rider"), which is
subject to state availability, we deduct this charge on each Contract
Anniversary date and the Annuity Date, and when you make a full withdrawal, if
the GIA Rider is in effect on that date, or when you terminate the GIA Rider.
The information under Examples has been revised as follows:
The following table shows the expenses you would pay on each $1,000 you
invested if, at the end of each period, you: annuitized your Contract;
surrendered your Contract and withdrew the Contract Value, or did not annuitize
or surrender, but left the money in your Contract.
These examples assume an annual return of 5%.
without any Rider reflects the expenses you would pay if you did not buy the
optional Stepped-Up Death Benefit Rider (SDBR) or Premier Death Benefit Rider
(PDBR) and the Guaranteed Income Advantage Rider.
with SDBR reflects the expenses you would pay if you bought the Stepped-Up
Death Benefit Rider, but not the GIA Rider or PDBR. These expenses depend on
the age of the youngest Annuitant on the Contract Date.
with PDBR reflects the expenses you would pay if you bought the optional
Premier Death Benefit Rider, but not the GIA Rider or SDBR. These expenses
depend on the age of the youngest Annuitant on the Contract Date.
<PAGE>
with GIA Rider reflects the expenses you would pay if you bought the optional
Guaranteed Income Advantage Rider, but not the optional SDBR or PDBR.
with SDBR and GIA Rider reflects the expenses you would pay if you bought the
optional Stepped-Up Death Benefit Rider and the Guaranteed Income Advantage
Rider.
with PDBR and GIA Rider reflects the expenses you would pay if you bought the
Premier Death Benefit Rider and the Guaranteed Income Advantage Rider.
These examples do not show past or future expenses. Your actual expenses in any
year may be more or less than those shown here.
<TABLE>
- ---------------------------------------------------------------------------------------
<CAPTION>
Expenses if you did
not annuitize or
Expenses if you Expenses if you surrender, but left
annuitized surrendered the money in your
your Contract ($) your Contract ($) Contract ($)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr
- ---------------------------------------------------------------------------------------
Money Market
without any Rider 82 58 99 214 82 121 144 214 19 58 99 214
with SDBR 84 64 109 235 84 127 154 235 21 64 109 235
with PDBR 85 68 117 251 85 131 162 251 22 68 117 251
with GIA Rider 85 67 114 246 85 130 159 246 22 67 114 246
with SDBR and GIA Rider 87 73 125 266 87 136 170 266 24 73 125 266
with PDBR and GIA Rider 88 77 132 281 88 140 177 281 25 77 132 281
- ---------------------------------------------------------------------------------------
High Yield Bond
without any Rider 84 65 111 239 84 128 156 239 21 65 111 239
with SDBR 86 71 121 259 86 134 166 259 23 71 121 259
with PDBR 87 75 128 274 87 138 173 274 24 75 128 274
with GIA Rider 87 74 126 269 87 137 171 269 24 74 126 269
with SDBR and GIA Rider 89 80 136 289 89 143 181 289 26 80 136 289
with PDBR and GIA Rider 90 84 144 304 90 147 189 304 27 84 144 304
- ---------------------------------------------------------------------------------------
Managed Bond
without any Rider 84 65 111 239 84 128 156 239 21 65 111 239
with SDBR 86 71 121 259 86 134 166 259 23 71 121 259
with PDBR 87 75 128 274 87 138 173 274 24 75 128 274
with GIA Rider 87 74 126 269 87 137 171 269 24 74 126 269
with SDBR and GIA Rider 89 80 136 289 89 143 181 289 26 80 136 289
with PDBR and GIA Rider 90 84 144 304 90 147 189 304 27 84 144 304
- ---------------------------------------------------------------------------------------
Government Securities
without any Rider 84 65 111 239 84 128 156 239 21 65 111 239
with SDBR 86 71 121 259 86 134 166 259 23 71 121 259
with PDBR 87 75 128 274 87 138 173 274 24 75 128 274
with GIA Rider 87 74 126 269 87 137 171 269 24 74 126 269
with SDBR and GIA Rider 89 80 136 289 89 143 181 289 26 80 136 289
with PDBR and GIA Rider 90 84 144 304 90 147 189 304 27 84 144 304
- ---------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Expenses if you did
not annuitize or
Expenses if you Expenses if you surrender, but left
annuitized surrendered the money in your
your Contract ($) your Contract ($) Contract ($)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr
- ---------------------------------------------------------------------------------------
Aggressive Equity
without any Rider 86 71 122 262 86 134 167 262 23 71 122 262
with SDBR 88 77 132 282 88 140 177 282 25 77 132 282
with PDBR 90 82 140 297 90 145 185 297 27 82 140 297
with GIA Rider 89 81 138 292 89 144 183 292 26 81 138 292
with SDBR and GIA Rider 91 87 147 312 91 150 192 312 28 87 147 312
with PDBR and GIA Rider 93 91 156 326 93 154 200 326 30 91 155 326
- ---------------------------------------------------------------------------------------
Growth LT
without any Rider 85 69 118 253 85 132 163 253 22 69 118 253
with SDBR 87 75 128 273 87 138 173 273 24 75 128 273
with PDBR 89 79 135 288 89 142 180 288 26 79 135 288
with GIA Rider 88 78 133 283 88 141 178 283 25 78 133 283
with SDBR and GIA Rider 90 84 143 303 90 147 188 303 27 84 143 303
with PDBR and GIA Rider 92 88 150 317 92 151 195 317 29 88 150 317
- ---------------------------------------------------------------------------------------
Equity Income
without any Rider 84 66 113 243 84 129 158 243 21 66 113 243
with SDBR 86 72 123 263 86 135 168 263 23 72 123 263
with PDBR 88 76 130 278 88 139 175 278 25 76 130 278
with GIA Rider 87 75 128 273 87 138 173 273 24 75 128 273
with SDBR and GIA Rider 89 81 138 293 89 144 183 293 26 81 138 293
with PDBR and GIA Rider 91 85 145 308 91 148 190 308 28 85 145 308
- ---------------------------------------------------------------------------------------
Multi-Strategy
without any Rider 84 66 113 244 84 129 158 244 21 66 113 244
with SDBR 86 72 123 264 86 135 168 264 23 72 123 264
with PDBR 88 78 131 279 88 140 176 279 25 77 131 279
with GIA Rider 87 75 129 274 87 138 174 274 24 75 129 274
with SDBR and GIA Rider 89 81 139 294 89 144 184 294 26 81 139 294
with PDBR and GIA Rider 91 86 146 309 91 149 191 309 28 86 146 309
- ---------------------------------------------------------------------------------------
Large-Cap Value
without any Rider 86 72 123 264 86 135 168 264 23 72 123 264
with SDBR 88 78 133 284 88 141 178 284 25 78 133 284
with PDBR 90 83 141 299 90 146 186 299 27 83 141 299
with GIA Rider 89 81 139 294 89 144 184 294 26 81 139 294
with SDBR and GIA Rider 91 87 148 314 91 150 193 314 28 87 148 314
with PDBR and GIA Rider 93 92 156 328 93 155 201 328 30 92 156 328
- ---------------------------------------------------------------------------------------
Mid-Cap Value
without any Rider 86 72 123 264 86 135 168 264 23 72 123 264
with SDBR 88 78 133 284 88 141 178 284 25 78 133 284
with PDBR 90 83 141 299 90 146 186 299 27 83 141 299
with GIA Rider 89 81 139 294 89 144 184 294 26 81 139 294
with SDBR and GIA Rider 91 87 148 314 91 150 193 314 28 87 148 314
with PDBR and GIA Rider 93 92 156 328 93 155 201 328 30 92 156 328
- ---------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Expenses if you did
not annuitize or
Expenses if you Expenses if you surrender, but left
annuitized surrendered the money in your
your Contract ($) your Contract ($) Contract ($)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr
- ---------------------------------------------------------------------------------------
Equity
without any Rider 84 66 113 244 84 129 158 244 21 66 113 244
with SDBR 86 72 123 264 86 135 168 264 23 72 123 264
with PDBR 88 77 131 279 88 140 176 279 25 77 131 279
with GIA Rider 87 75 129 274 87 138 174 274 24 75 129 274
with SDBR and GIA Rider 89 81 139 294 89 144 184 294 26 81 139 294
with PDBR and GIA Rider 91 86 146 309 91 149 191 309 28 86 146 309
- ---------------------------------------------------------------------------------------
Bond and Income
without any Rider 84 66 113 243 84 129 158 243 21 66 113 243
with SDBR 86 72 123 263 86 135 168 263 23 72 123 263
with PDBR 88 76 130 278 88 139 175 278 25 76 130 278
with GIA Rider 87 75 128 273 87 138 173 273 24 75 128 273
with SDBR and GIA Rider 89 81 138 293 89 144 183 293 26 81 138 293
with PDBR and GIA Rider 91 85 145 308 91 148 190 308 28 85 145 308
- ---------------------------------------------------------------------------------------
Equity Index
without any Rider 79 51 88 191 79 114 133 191 16 51 88 191
with SDBR 81 57 98 212 81 120 143 212 18 57 98 212
with PDBR 83 61 106 228 83 124 151 228 20 61 106 228
with GIA Rider 82 60 103 223 82 123 148 223 19 60 103 223
with SDBR and GIA Rider 84 66 113 244 84 129 158 244 21 66 113 244
with PDBR and GIA Rider 86 71 121 259 86 134 166 259 23 71 121 259
- ---------------------------------------------------------------------------------------
Small-Cap Index
without any Rider 83 61 106 228 83 124 151 228 20 61 106 228
with SDBR 85 68 116 249 85 131 161 249 22 68 116 249
with PDBR 86 72 123 264 86 135 168 264 23 72 123 264
with GIA Rider 86 71 121 259 86 134 166 259 23 71 121 259
with SDBR and GIA Rider 88 77 131 279 88 140 176 279 25 77 131 279
with PDBR and GIA Rider 89 81 139 294 89 144 184 294 26 81 139 294
- ---------------------------------------------------------------------------------------
REIT
without any Rider 89 80 136 289 89 143 181 289 26 80 136 289
with SDBR 91 86 146 308 91 149 191 308 28 86 146 308
with PDBR 92 90 153 323 92 153 198 323 29 90 153 323
with GIA Rider 92 89 151 318 92 152 196 318 29 89 151 318
with SDBR and GIA Rider 94 95 161 337 94 158 206 337 31 95 161 337
with PDBR and GIA Rider 95 99 168 351 95 162 213 351 32 99 168 351
- ---------------------------------------------------------------------------------------
International
without any Rider 87 75 128 273 87 138 173 273 24 75 128 273
with SDBR 89 81 138 293 89 144 183 293 26 81 138 293
with PDBR 91 85 145 307 91 148 190 307 28 85 145 307
with GIA Rider 90 84 143 303 90 147 188 303 27 84 143 303
with SDBR and GIA Rider 92 90 153 322 92 153 198 322 29 90 153 322
with PDBR and GIA Rider 94 94 160 336 94 157 205 336 31 94 160 336
- ---------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
<TABLE>
- ---------------------------------------------------------------------------------------
<CAPTION>
Expenses if you did
not annuitize or
Expenses if you Expenses if you surrender, but left
annuitized surrendered the money in your
your Contract ($) your Contract ($) Contract ($)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Variable Account 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr 1 yr 3 yr 5 yr 10 yr
- ---------------------------------------------------------------------------------------
Emerging Markets
without any Rider 92 89 151 318 92 152 196 318 29 89 151 318
with SDBR 94 94 160 337 94 157 205 337 31 94 160 337
with PDBR 95 99 168 351 95 162 213 351 32 99 168 351
with GIA Rider 95 97 165 346 95 160 210 346 32 97 165 346
with SDBR and GIA Rider 97 103 175 365 97 166 220 365 34 103 175 365
with PDBR and GIA Rider 98 108 182 378 98 171 227 378 35 108 182 378
- ---------------------------------------------------------------------------------------
</TABLE>
The following is added to the CHARGES, FEES AND DEDUCTIONS section:
Guaranteed Income Advantage Charge (Optional Rider)
If you purchase the GIA Rider, we deduct annually a Guaranteed Income Advantage
Charge ("GIA Charge") for expenses related to the GIA Rider. The GIA Charge is
equal to 0.30% multiplied by your Contract Value on the date the Charge is
deducted.
We will deduct the GIA Charge from your Investment Options on a proportionate
basis:
. on each Contract Anniversary the GIA Rider remains in effect;
on the Annuity Date, if the GIA Rider is still in effect;
. when the GIA Rider is terminated.
Any portion of the GIA Charge we deduct from the Fixed Option will not be
greater than the annual interest credited in excess of 3%. If you terminate the
GIA Rider, we will charge your Contract for the annual GIA Charge on the
effective date of termination. If you make a full withdrawal of the amount
available for withdrawal during a Contract Year, we will deduct the entire GIA
Charge for the Contract Year the final payment made to you.
The following is added to the PURCHASING YOUR CONTRACT section:
Purchasing the Guaranteed Income Advantage Rider (Optional)
You may purchase the GIA Rider on the Contract Date or on any Contract
Anniversary. You may purchase the GIA Rider only if the age of each Annuitant
is 80 years or younger on the date the GIA Rider is purchased. The GIA Rider
will remain in effect until the earlier of:
. a full withdrawal of the amount available for withdrawal under the
Contract;
. a death benefit becomes payable under the Contract;
. any termination of the Contract in accordance with the terms of the
Contract;
. the Annuity Date; or
. termination of the GIA Rider.
You may terminate the GIA Rider on the fifth Contract Anniversary or on any
later Contract Anniversary.
5
<PAGE>
The following is added to the RETIREMENT BENEFITS AND OTHER PAYOUTS section
under Choosing Your Annuity Option:
Guaranteed Income Advantage Annuity Option
If you purchase the GIA Rider, you may choose any of the Annuity Options
described in the Prospectus, or you may choose the Guaranteed Income Advantage
Annuity Option if 10 years have passed since the GIA Rider was purchased and
the GIA Rider is still in effect. You must choose fixed annuity payments under
this Guaranteed Income Advantage Annuity Option.
The guaranteed income purchased per $1,000 of the net amount applied to the
annuity payments will be based on an annual interest rate of 2.5% and the 1983a
Annuity Mortality Table with the age set back 10 years. The net amount applied
to the annuity payments under the Guaranteed Income Advantage Annuity Option
will be based on the higher of the following Guaranteed Income Base or the
Enhanced Income Base, which are described below.
1. Guaranteed Income Base - If you purchase the GIA Rider on the Contract Date,
the Guaranteed Income Base is equal to the Purchase Payments less an
adjustment for each withdrawal, increased at a 5% effective annual rate of
interest. We calculate the adjustment for each withdrawal by multiplying the
Guaranteed Income Base prior to a withdrawal by the ratio of the amount of
the withdrawal, including applicable withdrawal charges, to the Contract
Value immediately prior to withdrawal.
If you purchase the GIA Rider on a Contract Anniversary after the Contract
Date, the Guaranteed Income Base is equal to the Contract Value on the date
the GIA Rider is purchased, plus all Purchase Payments made after the GIA
Rider is purchased, less an adjustment for each withdrawal occurring after
the GIA is purchased, increased at a 5% effective annual rate of interest.
We calculate the adjustment for each withdrawal by multiplying the
Guaranteed Income Base prior to the withdrawal by the ratio of the amount of
the withdrawal, including applicable withdrawal charges, to the Contract
Value immediately prior to the withdrawal.
The effective annual rate of interest will take into account the timing of
when each Purchase Payment and withdrawal occurred. We accomplish this by
applying a daily factor of 1.000133681 to each day's Guaranteed Income Base
balance. The 5% effective annual rate of interest will stop accruing as of
the earlier of:
. the Contract Anniversary following the date the youngest Annuitant
reaches his or her 80th birthday;
. a full withdrawal of the amount available for withdrawal under the
Contract;
. a death benefit becomes payable under the Contract;
. any termination of the Contract in accordance with the provisions of the
Contract;
. the Annuity Date; or
. termination of the GIA Rider.
On the Annuity Date and if the GIA Rider was not terminated, the net amount
we apply to the annuity payments will be the Guaranteed Income Base reduced
by any remaining withdrawal charges associated with additional Purchase
Payments added to the Contract, any applicable state premium tax, and any
outstanding Contract Debt.
6
<PAGE>
2. Enhanced Income Base - The Enhanced Income Base is equal to your Net
Contract Value on the Annuity Date plus an additional 15% of the amount
equal to:
. the Net Contract Value on the Annuity Date;
. less the sum of all Purchase Payments applied to the Contract in the 12
months prior to the Annuity Date.
On the Annuity Date, the net amount we apply to the annuity payments will
be the Enhanced Income Base reduced by any withdrawal charges associated
with additional Purchase Payments added to the Contract and any applicable
state premium tax.
The structure of the annuity payments that may be elected under the Guaranteed
Income Advantage Annuity Option are:
. 15 years or more Period Certain;
. Life;
. Joint and Survivor Life;
. Life with 10 Years or More Period Certain.
If you purchase the Guaranteed Income Advantage ("GIA") Annuity Option, the
waiver of withdrawal charges upon annuitization will not apply. We will reduce
the net amount applied to the annuity payments under the Guaranteed Income
Advantage Annuity Option by any remaining withdrawal charges. The rider
contains annuity tables for each GIA Annuity Option available.
Form No.
7
<PAGE>
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, 1998
which are incorporated by reference from the 1998 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, 1998 and 1997, and for the three year
period ending December 31, 1998, included in
Part B include the following for Pacific Life:
Independent Auditors' Report
Consolidated Statements of Financial Condition
Consolidated Statements of Operations and
Stockholder's Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(b) Exhibits
1. (a) Resolution of the Board of Directors of the
Depositor authorizing establishment of Separate
Account A and Memorandum establishing Separate
Account A./1/
(b) Memorandum Establishing Two New Variable
Accounts--Aggressive Equity and Emerging Markets
Portfolios./1/
(c) Resolution of the Board of Directors of Pacific
Life Insurance Company authorizing conformity to
the terms of the current Bylaws./1/
II-1
<PAGE>
2. Not applicable
3. (a) Distribution Agreement between Pacific Mutual Life
and Pacific Mutual Distributors, Inc. ("PMD")
(formerly Pacific Equities Network)/1/
(b) Form of Selling Agreement between Pacific Mutual
Life, PMD and Various Broker-Dealers/1/
4. (a) Form of Individual Flexible Premium Deferred
Variable Annuity Contract (Form PV9808)/1/
(b) Qualified Pension Plan Rider (Form R90-Pen-V)/1/
(c) 403(b) Tax-Sheltered Annuity Rider (Form
R-403B-9553)/1/
(d) Section 457 Plan Rider (Form R95-457)/1/
(e) IRA Rider (Form R-IRA 198)/1/
(f) Roth IRA Rider (Form R-RIRA 198)/1/
(g) Simple IRA Rider (Form R-SIRA 198)/1/
(h) Stepped-Up Death Benefit Rider (Form R9808.SDB)/1/
(i) Premier Death Benefit Rider (Form R9808.PDB)/1/
(j) Guaranteed Income Advantage Rider (Form 23-111499)
5. (a) Application Form for Individual Flexible Premium
Deferred Variable Annuity Contract (Form A9808
8/98)/1/
(b) Variable Annuity PAC APP/1/
(c) Application/Confirmation Form/1/
6. (a) Pacific Life's Articles of Incorporation/1/
(b) By-laws of Pacific Life/1/
7. Not applicable
8. Fund Participation Agreement/1/
9. Opinion and Consent of legal officer of Pacific Life as
to the legality of Contracts being registered./1/
II-2
<PAGE>
10. Consent of Independent Auditors/2/
11. Not applicable
12. Not applicable
13. Performance Calculations/2/
14. Not applicable
15. Powers of Attorney/2/
16. Not applicable
Exhibit II-3
- ------------
/1/ Included in Registrant's Form Type N-4/A, File No. 333-60833, Accession No.
0001017062-98-001683, filed on August 6, 1998 and incorporated by reference
herein.
/2/ Included in Registrant's Form Type N-4, File No. 333-60833, Accession No.
0001017062-99-000757, filed on April 29, 1999, and incorporated by
reference herein.
Item 25. Directors and Officers of Pacific Life
Positions and Offices
Name and Address with Pacific Life
Thomas C. Sutton Director, Chairman of the Board, and
Chief Executive Officer
Glenn S. Schafer Director and President
Khanh T. Tran Director, Senior 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
Richard M. Ferry Director
Donald E. Guinn Director
Ignacio E. Lozano, Jr. Director
Charles D. Miller Director
Donn B. Miller Director
Richard M. Rosenberg Director
James R. Ukropina Director
II-3
<PAGE>
Raymond L. Watson Director
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
Item 26. Persons Controlled by or Under Common Control with Pacific Life
or Separate Account A
The following is an explanation of the organization chart of Pacific
Life's subsidiaries:
PACIFIC LIFE, SUBSIDIARIES & AFFILIATED ENTERPRISES
LEGAL STRUCTURE
Pacific Life is a California Stock Life Insurance Company wholly-owned
by Pacific LifeCorp (a Delaware Stock Holding Company) which is,
in turn, 99% owned by Pacific Mutual Holding Company (a California
Mutual Holding Company). Pacific Life has a 40% ownership of American
Maturity Life Insurance Company (a Connecticut Corporation), a 50%
ownership of Pacific Mezzanine Associates, L.L.C. (a Delaware Limited
Liability Company), and is the parent company of Pacific Asset
Management LLC (a Delaware Limited Liability Company), Pacific Mutual
Realty Finance, Inc., Pacific Life & Annuity Company (an Arizona
Corporation), Pacific Mutual Distributors, Inc., and World-Wide
Holdings Limited (a United Kingdom Corporation). A subsidiary of
Pacific Mezzanine Associates, L.L.C. is Pacific Mezzanine Investors,
L.L.C., along with its subsidiary Pacific Mezzanine Fund, L.P.
Subsidiaries of Pacific Asset Management LLC are PMRealty Advisors
Inc., PPA LLC (a Delaware Limited Liability Company), CCM LLC (a
Delaware Limited Liability Company), NFJ LLC (a Delaware Limited
Liability Company), and PIMCO Holding LLC (a Delaware Limited
Liability Company), and its 100% direct and indirect ownership of
Pacific Financial Products, Inc. (a Delaware Corporation). Pacific
Asset Management LLC directly and indirectly beneficially owns 33.4%
of the outstanding partnership interests in PIMCO Advisors L.P. (a
Delaware Limited Partnership). Subsidiaries of Pacific Mutual
Distributors, Inc. include: Associated Financial Group, Inc.; Mutual
Service Corporation (a Michigan Corporation), along with its
subsidiaries Advisors' Mutual Service Center, Inc. (a Michigan
Corporation) and Titan Value Equities Group, Inc.; and United
Planners' Group, Inc. (an Arizona Corporation which is 97% owned),
along with its subsidiary United Planners' Financial Services of
America (an Arizona Limited Partnership). Subsidiaries of World-Wide
Holdings limited include: World-Wide Reassurance Company Limited (a
United Kingdom Corporation) and World-Wide Reassurance Company (BVI)
Limited (a British Virgin Islands Corporation). All corporations are
100% owned unless otherwise indicated. All entities are California
corporations unless otherwise indicated.
II-4
<PAGE>
Item 27. Number of Contractholders
Approximately 3,598 Qualified
Approximately 4,580 Non-Qualified
Item 28. Indemnification
(a) The Distribution Agreement between Pacific Life and PMD provides
substantially as follows:
Pacific Life hereby agrees to indemnify and hold harmless PMD and
its officers and directors, and employees for any expenses
(including legal expenses), losses, claims, damages, or
liabilities incurred by reason of any untrue or alleged untrue
statement or representation of a material fact or any omission or
alleged omission to state a material fact required to be stated
to make other statements not misleading, if made in reliance on
any prospectus, registration statement, post-effective amendment
thereof, or sales materials supplied or approved by Pacific Life
or the Separate Account. Pacific Life shall reimburse each such
person for any legal or other expenses reasonably incurred in
connection with investigating or defending any such loss,
liability, damage, or claim. However, in no case shall Pacific
Life be required to indemnify for any expenses, losses, claims,
damages, or liabilities which have resulted from the willful
misfeasance, bad faith, negligence, misconduct, or wrongful act
of PMD.
PMD hereby agrees to indemnify and hold harmless Pacific Life,
its officers, directors, and employees, and the Separate Account
for any expenses, losses, claims, damages, or liabilities arising
out of or based upon any of the following in connection with the
offer or sale of the contracts: (1) except for such statements
made in reliance on any prospectus, registration statement or
sales material supplied or approved by Pacific Life or the
Separate Account, any untrue or alleged untrue statement or
representation made; (2) any failure to deliver a currently
effective prospectus; (3) the use of any unauthorized sales
literature by any officer, employee or agent of PMD or Broker;
(4) any willful misfeasance, bad faith, negligence, misconduct or
wrongful act. PMD shall reimburse each such person for any legal
or other expenses reasonably incurred in connection with
investigating or defending
II-5
<PAGE>
any such loss, liability, damage, or claim.
(b) The Form of Selling Agreement between Pacific Life, PMD (formerly
PEN) and Various Broker-Dealers provides substantially as
follows:
Pacific Life and PMD agree to indemnify and hold harmless Selling
Broker-Dealer and General Agent, their officers, directors,
agents and employees, against any and all losses, claims, damages
or liabilities to which they may become subject under the 1933
Act, the 1934 Act, or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact or any omission to state a
material fact required to be stated or necessary to make the
statements made not misleading in the registration statement for
the Contracts or for the shares of Pacific Select Fund (the
"Fund") filed pursuant to the 1933 Act, or any prospectus
included as a part thereof, as from time to time amended and
supplemented, or in any advertisement or sales literature
approved in writing by Pacific Life and PMD 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 PMD, 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 PMD pursuant to Section IV.E. of this Agreement,
(b) the failure of Selling Broker-Dealer or General Agent or
their officers, directors, employees or agents to comply with any
applicable provisions of this Agreement or (c) claims by Sub-
agents or employees of General Agent or Selling Broker-Dealer for
payments of compensation or remuneration of any type. Selling
Broker-Dealer and General Agent will reimburse Pacific Life or
PMD or any director, officer, agent or employee of either entity
for any legal or other expenses reasonably incurred by Pacific
Life, PMD, or such officer, director, agent or employee in
connection with investigating or defending any such loss, claims,
damages, liability or action. This indemnity agreement will be in
addition to any liability which Broker-Dealer may otherwise
have.
II-6
<PAGE>
Item 29. Principal Underwriters
(a) PMD also acts as principal underwriter for Pacific Select
Separate Account, Pacific Select Exec Separate Account, Pacific
Select Variable Annuity Separate Account, Pacific Corinthian
Variable Separate Account, Separate Account B and Pacific
Select Fund.
(b) For information regarding PMD, reference is made to Form B-D, SEC
File No. 8-15264, which is herein incorporated by reference.
(c) PMD 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.
Additional Representations
II-7
<PAGE>
(a) The Registrant and its Depositor are relying upon American Council of
Life Insurance, SEC No-Action Letter, SEC Ref. No. 1P-6-88 (November 28, 1988)
with respect to annuity contracts offered as funding vehicles for retirement
plans meeting the requirements of Section 403(b) of the Internal Revenue Code,
and the provisions of paragraphs (1)-(4) of this letter have been complied with.
(b) The Registrant and its Depositor are relying upon Rule 6c-7 of the
Investment Company Act of 1940 with respect to annuity contracts offered as
funding vehicles to participants in the Texas Optional Retirement Program, and
the provisions of Paragraphs (a)-(d) of the Rule have been complied with.
(c) REPRESENTATION PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY
ACT OF 1940: Pacific Life Insurance Company and Registrant represent
that the fees and charges to be deducted under the Variable Annuity Contract
("Contract") described in the prospectus contained in this registration
statement are, in the aggregate, reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed in
connection with the Contract.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets the requirements
of Securities Act Rule 485(a) for effectiveness of this Registration Statement
and has caused this Post-Effective Amendment No. 2 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 June , 1999.
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. 2 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
_______________________
Thomas C. Sutton* Director, Chairman of the Board ___________, 1999
and Chief Executive Officer
_______________________
Glenn S. Schafer* Director and President ___________, 1999
_______________________
Khanh T. Tran* Director, Senior Vice ___________, 1999
President and Chief Financial
Officer
_______________________
David R. Carmichael* Director, Senior Vice ___________, 1999
President and General Counsel
_______________________
Audrey L. Milfs* Director, Vice President and ___________, 1999
Corporate Secretary
_______________________
Richard M. Ferry* Director ___________, 1999
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
_________________________
Donald E. Guinn* Director ____________, 1999
_________________________
Ignacio E. Lozano, Jr.* Director ____________, 1999
_________________________
Charles D. Miller* Director ____________, 1999
_________________________
Donn B. Miller* Director ____________, 1999
_________________________
Richard M. Rosenberg* Director ____________, 1999
_________________________
James R. Ukropina* Director ____________, 1999
_________________________
Raymond L. Watson* Director ____________, 1999
_________________________
Edward R. Byrd* Vice President and Controller ____________, 1999
_________________________
Brian D. Klemens* Vice President and Treasurer ____________, 1999
_________________________
Gerald W. Robinson* Executive Vice President ____________, 1999
</TABLE>
*By: /s/ DAVID R. CARMICHAEL
-----------------------
David R. Carmichael June 18, 1999
as attorney-in-fact
(Powers Of Attorney are contained in Post-Effective Amendment No. 1 as
Exhibit 15 on Form N-4, Accession No. 0001017062-99-000757, filed on April 29,
1999, and incorporated herein.)
<PAGE>
[LOGO OF PACIFIC LIFE]
Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, CA 92660
GUARANTEED INCOME ADVANTAGE RIDER
(Pacific Value)
This Rider is part of your Contract and should be attached to it.
Notwithstanding any provision of your Contract to the contrary, the provisions
of this Rider shall prevail over the provisions of your Contract.
You have purchased the Guaranteed Income Advantage Rider ("GIA Rider"). An
annual charge (called the "Guaranteed Income Advantage Charge") for expenses
related to the GIA Rider will be deducted from your Investment Options on a
proportionate basis on each Contract Anniversary that the GIA Rider remains in
effect and on the Annuity Date. Any portion of the Guaranteed Income Advantage
Charge we deduct from the Fixed Option will not be greater than the annual
interest credited in excess of 3%. The Guaranteed Income Advantage Charge is
equal to 0.30% multiplied by the Contract Value on the date the charge is
deducted. In the event of a full withdrawal of the amount available for
withdrawal under the Contract, the entire Guaranteed Income Advantage Charge for
the Contract Year in which the full withdrawal occurs will be netted out of the
final payment made to the Owner.
This GIA Rider may be purchased on the Contract Date or on any following
Contract Anniversary and will remain in effect until the earlier of: (a) a full
withdrawal of the amount available for withdrawal under the Contract; (b) a
death benefit becomes payable under the Contract; (c) any termination of the
Contract in accordance with the provisions of the Contract; (d) the Annuity
Date; or (e) your termination of the GIA Rider. The GIA Rider may only be
purchased if the Age of each Annuitant is 80 years or younger on the date the
GIA Rider is purchased.
This GIA Rider may be terminated on the fifth Contract Anniversary or any
Contract Anniversary thereafter. If the GIA Rider is terminated, we will charge
your Contract for the annual Guaranteed Income Advantage Charge on the effective
date of termination.
The following section entitled Guaranteed Income Advantage Annuity Option is
added before the Periodic Payments section under the ANNUITY BENEFITS provision
of your Contract.
Guaranteed Income Advantage Annuity Option -Rather than choosing any of the
Annuity Options described above, you may select the Guaranteed Income Advantage
Annuity Option if 10 years have passed since the GIA Rider was purchased. You
must choose fixed annuity payments under this Guaranteed Income Advantage
Annuity Option, and the guaranteed income purchased per $1,000 of the net amount
applied to the annuity payments will be based on an annual interest rate of 2.5%
and the 1983a Annuity Mortality Table with the age set back 10 years (see
attached Guaranteed Income Advantage Annuity Option Tables). The net amount
applied to the annuity payments under this option will be based on the higher of
the following two balances:
1. Guaranteed Income Base - If the GIA Rider is purchased on the Contract
Date, the Guaranteed Income Base is equal to your Purchase Payments less an
adjustment for each withdrawal, increased at a 5% effective annual rate of
interest. The adjustment for each withdrawal is calculated by multiplying
the Guaranteed Income Base prior to a withdrawal by the ratio of the amount
of a withdrawal, including applicable withdrawal, to the Contract Value
immediately prior to a withdrawal.
1
<PAGE>
If the GIA Rider is purchased on a Contract Anniversary after the Contract
Date, the Guaranteed Income Base is equal to your Contract Value on the
date the GIA Rider was purchased, plus all Purchase Payments made after the
GIA Rider was purchased, less an adjustment for each withdrawal occurring
after the GIA Rider was purchased, increased at a 5% effective annual rate
of interest. The adjustment for each withdrawal is calculated by
multiplying the Guaranteed Income Base prior to a withdrawal by the ratio
of the amount of a withdrawal, including applicable withdrawal charges, to
the Contract Value immediately prior to a withdrawal.
The effective annual rate of interest will take into account the timing of
when each Purchase Payment and withdrawal occurred. This is accomplished by
applying a daily factor of 1.000133681 to each day's Guaranteed Income Base
balance. The 5% effective annual rate of interest will stop accruing as of
the earlier of: (i) the Contract Anniversary following the date the
youngest Annuitant reaches his or her 80th birthday; (ii) a full withdrawal
of the amount available for withdrawal under the Contract; (iii) a death
benefit becomes payable under the Contract; (iv) any termination of the
Contract in accordance with the provisions of the Contract; (v) the Annuity
Date; or (vi) your termination of the GIA Rider. On the Annuity Date and if
the GIA Rider was not terminated, the net amount applied to the annuity
payments will be the Guaranteed Income Base reduced by any remaining
withdrawal charges, any MVAs, any applicable premium tax, and any
outstanding Contract Debt.
2. Enhanced Income Base - The Enhanced Income Base is equal to your Net
Contract Value on the Annuity Date plus an additional 15% of the amount
that your Net Contract Value on the Annuity Date exceeds the sum of all
Purchase Payments applied to your Contract in the 12 months prior to the
Annuity Date. On the Annuity Date and if the GIA Rider was not terminated,
the net amount applied to the annuity payments will be the Enhanced Income
Base reduced by any remaining withdrawal charges and any applicable premium
tax.
The structure of the annuity payments that may be elected under the Guaranteed
Income Advantage Annuity Option are Period Certain (15 years or more), Life,
Joint and Survivor Life, and Life with Period Certain (10 years or more). If you
elect the Guaranteed Income Advantage Annuity Option, the waiver of withdrawal
charges as described in your Contract will not apply, and the net amount applied
to the annuity payments under the Guaranteed Income Advantage Annuity Option
will be reduced by any remaining withdrawal charges.
All provisions regarding the Guaranteed Income Advantage Annuity Option
described in this section only relate to the Guaranteed Income Advantage Annuity
Option, and do not impact any of the other Annuity Options described in the
Contract.
All other terms and conditions of your Contract remain unchanged.
PACIFIC LIFE INSURANCE COMPANY
/s/ THOMAS C. SUTTON /s/ AUDREY L. MILFS
Chairman and Chief Executive Officer Secretary
2
<PAGE>
GUARANTEED INCOME ADVANTAGE ANNUITY OPTION
------------------------------------------
SINGLE LIFE ANNUITIES WITH GUARANTEED PAYMENTS
<TABLE>
<CAPTION>
Male at 2.5% Female at 2.5% Unisex at 2.5%
Age None 10Yrs 20Yrs None 10Yrs 20Yrs None 10Yrs 20Yrs
- --- ---- ----- ----- ---- ----- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
30 2.72 2.72 2.72 2.62 2.62 2.61 2.67 2.67 2.67
35 2.84 2.83 2.83 2.71 2.71 2.70 2.78 2.77 2.77
40 2.98 2.97 2.96 2.82 2.82 2.81 2.90 2.90 2.89
45 3.15 3.14 3.12 2.96 2.96 2.95 3.06 3.05 3.04
50 3.37 3.35 3.31 3.13 3.13 3.11 3.25 3.24 3.21
55 3.64 3.62 3.54 3.35 3.34 3.31 3.50 3.48 3.43
60 3.98 3.94 3.81 3.62 3.60 3.55 3.80 3.78 3.68
65 4.42 4.35 4.12 3.97 3.94 3.83 4.20 4.15 3.98
70 5.00 4.87 4.45 4.44 4.38 4.17 4.72 4.63 4.32
75 5.81 5.54 4.77 5.08 4.96 4.54 5.44 5.26 4.67
80 6.94 6.35 5.03 5.97 5.70 4.88 6.45 6.04 4.96
85 8.52 7.25 5.18 7.28 6.63 5.11 7.89 6.95 5.15
90 10.76 8.09 5.25 9.24 7.65 5.23 9.99 7.88 5.24
95 13.84 8.74 5.27 12.17 8.51 5.27 12.99 8.63 5.27
</TABLE>
JOINT LIFE WITH 50% SURVIVOR LIFE
Primary Annuitant
Male Age
<TABLE>
<CAPTION>
60 with 2.5% 65 with 2.5% 70 with 2.5% 75 with 2.5% 80 with 2.5% 85 with 2.5%
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
60 3.62 3.85 4.10 4.39 4.71 5.05
Female 65 3.71 3.97 4.26 4.60 4.97 5.36
age 70 3.78 4.08 4.42 4.82 5.26 5.73
75 3.84 4.18 4.58 5.05 5.58 6.15
80 3.89 4.26 4.71 5.26 5.91 6.63
85 3.92 4.32 4.82 5.45 6.22 7.12
</TABLE>
JOINT LIFE WITH 66 2/3% SURVIVOR LIFE
Primary Annuitant
Male Age
<TABLE>
<CAPTION>
60 with 2.5% 65 with 2.5% 70 with 2.5% 75 with 2.5% 80 with 2.5% 85 with 2.5%
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
60 3.52 3.69 3.87 4.06 4.25 4.44
Female 65 3.63 3.84 4.06 4.30 4.54 4.77
age 70 3.72 3.98 4.26 4.56 4.86 5.16
75 3.80 4.11 4.45 4.84 5.24 5.63
80 3.86 4.21 4.62 5.10 5.63 6.17
85 3.91 4.29 4.76 5.34 6.01 6.75
</TABLE>
3
<PAGE>
JOINT LIFE WITH 100% SURVIVOR LIFE
Primary Annuitant
Male Age
<TABLE>
<CAPTION>
60 with 2.5% 65 with 2.5% 70 with 2.5% 75 with 2.5% 80 with 2.5% 85 with 2.5%
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
60 3.33 3.41 3.48 3.53 3.56 3.59
Female 65 3.47 3.60 3.71 3.80 3.87 3.91
Age 70 3.60 3.79 3.97 4.12 4.23 4.31
75 3.72 3.97 4.22 4.46 4.66 4.82
80 3.81 4.11 4.45 4.81 5.14 5.42
85 3.87 4.22 4.65 5.13 5.63 6.11
</TABLE>
Unisex with 50% Survivor Life
Unisex Age
<TABLE>
<CAPTION>
60 with 2.5% 65 with 2.5% 70 with 2.5% 75 with 2.5% 80 with 2.5% 85 with 2.5%
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
60 3.56 3.79 4.06 4.36 4.70 5.07
Unisex 65 3.62 3.89 4.20 4.55 4.94 5.38
Age 70 3.68 3.98 4.33 4.74 5.21 5.73
75 3.72 4.05 4.44 4.92 5.49 6.12
80 3.75 4.10 4.54 5.09 5.75 6.53
85 3.77 4.14 4.61 5.21 5.98 6.92
</TABLE>
UNISEX WITH 66 2/3% SURVIVOR LIFE
Unisex Age
<TABLE>
<CAPTION>
60 with 2.5% 65 with 2.5% 70 with 2.5% 75 with 2.5% 80 with 2.5% 85 with 2.5%
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
60 3.48 3.68 3.88 4.09 4.31 4.53
Unisex 65 3.57 3.80 4.05 4.31 4.59 4.86
Age 70 3.64 3.91 4.21 4.54 4.90 5.25
75 3.69 4.00 4.36 4.77 5.23 5.70
80 3.73 4.07 4.48 4.98 5.55 6.18
85 3.76 4.12 4.57 5.14 5.84 6.65
</TABLE>
4
<PAGE>
UNISEX WITH 100% SURVIVOR LIFE
Unisex Age
<TABLE>
<CAPTION>
60 with 2.5% 65 with 2.5% 70 with 2.5% 75 with 2.5% 80 with 2.5% 85 with 2.5%
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
60 3.34 3.46 3.56 3.64 3.70 3.74
Unisex 65 3.46 3.62 3.78 3.91 4.01 4.08
Age 70 3.56 3.78 4.00 4.20 4.37 4.50
75 3.64 3.91 4.20 4.50 4.77 5.00
80 3.70 4.01 4.37 4.77 5.19 5.57
85 3.74 4.08 4.50 5.00 5.57 6.16
</TABLE>
PERIOD CERTAIN ONLY
<TABLE>
<CAPTION>
Monthly Monthly Monthly Monthly Monthly
Income Income Income Income Income
Year 2.50% Year 2.50% Year 2.50% Year 2.50% Year 2.50%
- ---- ----- ---- ----- ---- ----- ---- ----- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15 6.64 21 5.08 27 4.22 33 3.69 39 3.32
16 6.30 22 4.90 28 4.12 34 3.62 40 3.28
17 6.00 23 4.74 29 4.02 35 3.55
18 5.73 24 4.60 30 3.93 36 3.49
19 5.49 25 4.46 31 3.84 37 3.43
20 5.27 26 4.34 32 3.76 38 3.38
</TABLE>
5
