SEPARATE ACCOUNT A OF PACIFIC LIFE INSURANCE CO, 485BPOS, 2000-03-03

SEPARATE ACCOUNT A OF PACIFIC LIFE INSURANCE CO
485BPOS, 2000-03-03

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<PAGE>

As filed with the Securities and Exchange Commission on March 3, 2000
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. 4 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 15 [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
[X] on April 1, 2000 pursuant to paragraph (b) of Rule 485
[_] 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

Supplement dated April 1, 2000 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 Credit Enhancements
applied to Purchase Payments made to Pacific Value Variable Annuity Contracts
issued on or after April 1, 2000.

The Credit Enhancements section in the PURCHASING YOUR CONTRACT section is
amended as follows:

Credit Enhancement - We will add a Credit Enhancement to your Contract Value at
the time each Purchase Payment is applied to the Contract. The amount of a
Credit Enhancement is determined as a percentage of each Purchase Payment
applied to the Contract. The Credit Enhancement will be applied at the time the
Purchase Payment is effective. The Credit Enhancement will be allocated among
Investment Options in the same proportion as the applicable Purchase Payment.
The amount returned if the Contract Owner exercises his or her right to return
the Contract during your Right to Cancel period will be reduced by any Credit
Enhancements applied.

The Credit Enhancement with respect to each Purchase Payment will be based on
total Purchase Payments made into the Contract less total withdrawals,
including any withdrawal charges, from the Contract as of the date the Purchase
Payment is applied. The Credit Enhancement as a percentage of the Purchase
Payment is set forth below:

<TABLE>
<CAPTION>
Total Purchase Payments Less Total Withdrawals Credit Enhancement
- ---------------------------------------------- ------------------
<S> <C>
Less than $250,000 .......................................... 4.0%
$250,000 or more............................................. 5.0%
</TABLE>

During the first Contract Year, the Credit Enhancement percentage of the most
recent Purchase Payment will apply to all prior Purchase Payments, if any. This
will be accomplished by applying an additional Credit Enhancement to the prior
Purchase Payments (if needed) effective on the date of the most recent Purchase
Payment. In no event will this additional Credit Enhancement be less than zero.
We will allocate any additional Credit Enhancements among Investment Options in
the same proportion as the most recent Purchase Payment.

Form No. PV030300
<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)

(b) Qualified Pension Plan Rider (Form R90-Pen-V)/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)/3/

5. (a) Application Form for Individual Flexible Premium
Deferred Variable Annuity Contract (Form
25-12500)/4/

(b) Variable Annuity PAC APP/1/

6. (a) Pacific Life's Articles of Incorporation/1/

(b) By-laws of Pacific Life/1/

7. Not applicable

8. Fund Participation Agreement/4/

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/4/

16. Not applicable

Exhibit II-3
- ------------

/1/ Included in Registrant's Form Type N-4/A, File No. 333-60833, Accession No.
0001017062-98-001683, filed on August 6, 1998 and incorporated by reference
herein.

/2/ Included in Registrant's Form Type N-4, File No. 333-60833, Accession No.
0001017062-99-000757, filed on April 29, 1999, and incorporated by
reference herein.

/3/ Included in Registrant's Form Type 497, File No. 333-60833, Accession No.
0001017062-99-001498, filed on August 17, 1999, and incorporated by
reference herein.

/4/ Included in Registrant's Form Type N-4/B, File No. 333-60833, Accession No.
0001017062-00-000578, filed on February 29, 2000, 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

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

II-3
<PAGE>

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 Insurance Company wholly-owned by
Pacific LifeCorp (a Delaware Stock Holding Company) which is, in turn,
99% owned by Pacific Mutual Holding Company (a California Mutual
Holding Company). Pacific Life is the parent company of Pacific Asset
Management LLC (a Delaware Limited Liability Company), Pacific Life &
Annuity Company, formerly known as PM Group Life Insurance Company (an
Arizona Corporation), Pacific Mutual Distributors, Inc., and World-
Wide Holdings Limited (a United Kingdom Corporation). Pacific Life
also 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 a 95%
ownership of Grayhawk Golf Holdings, LLC). A subsidiary of Pacific
Mezzanine Associates, L.L.C. is Pacific Mezzanine Investors, L.L.C.,
(a Delaware Limited Liability Company) who is the sole general partner
of the PMI Mezzanine Fund, L.P. (a Delaware Limited Partnership).
Subsidiaries of Pacific Asset Management LLC are PMRealty Advisors
Inc., Pacific Financial Products Inc. (a Delaware Corporation), 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). Pacific Asset Management LLC directly and indirectly
beneficially owns approximately 33% 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), 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 12,347 Qualified

Approximately 10,552 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.

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 (b) for effectiveness of this Registration Statement and
has caused this Post-Effective Amendment No. 4 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 3rd day of
March, 2000.

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. 4 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:

Signature Title Date

_________________________ Director, Chairman of the Board March 3, 2000
Thomas C. Sutton* and Chief Executive Officer

_________________________ Director and President March 3, 2000
Glenn S. Schafer*

_________________________ Director, Senior Vice President March 3, 2000
Khanh T. Tran* and Chief Financial Officer

_________________________ Director, Senior Vice President March 3, 2000
David R. Carmichael* and General Counsel

_________________________ Director, Vice President and March 3, 2000
Audrey L. Milfs* Corporate Secretary

_________________________ Vice President and Controller March 3, 2000
Edward R. Byrd*

_________________________ Executive Vice President March 3, 2000
Gerald W. Robinson*

*By: __________________________ March 3, 2000
David R. Carmichael
as attorney-in-fact

(Powers of Attorney are contained in Post-Effective Amendment No. 3 of the
Registration Statement filed on February 29, 2000 on Form N-4, Accession No.
0001017062-00-000578, for Separate Account A as Exhibit 15, and incorporated
herein).

II-9

<PAGE>

EXHIBIT 4(a)

[LOGO OF PACIFIC LIFE]
700 Newport Center Drive
Newport Beach, CA 92660

PACIFIC VALUE
- --------------------------------------------------------------------------------

Individual Flexible Premium Deferred Variable Annuity Contract

. Investment Experience Reflected in Benefits

. Variable and Fixed Accumulation Before Annuity Date; Variable and Fixed
Annuity Payments Thereafter

. Death Benefit Proceeds Payable Before Annuity Date

. Non-Participating

Please read your contract carefully. This is a legal contract between you, the
Owner, and us, Pacific Life Insurance Company.

We agree to pay the benefits of this Contract according to its provisions.

The consideration for this Contract is the application for it, (copy or
confirmation is attached) and our receipt of the Purchase Payment(s).

Contract Loan Amount is less than 100% of Contract Value.

Benefits and values under this Contract may be on a variable basis. Amounts
directed into one or more of the Variable Investment Options will reflect the
investment experience of those Investment Options. These amounts may increase or
decrease, and are not guaranteed as to a dollar amount. The details of the
variable provisions begin on page 12.

- --------------------------------------------------------------------------------
Right to Cancel - You may return this Contract within 10 days after you receive
it. To do so, mail it to us at our Service Center or to the agent who sold it to
you. This Contract will then be deemed void from the beginning. No withdrawal
charge will be imposed, and we will refund your Contract Value, including any
charges for premium taxes and/or other taxes that were deducted from that
Contract Value minus any Credit Enhancements made into the Contract.

60-116599
- --------------------------------------------------------------------------------

Signed at our Home Office, 700 Newport Center Drive, Newport Beach,
California 92660.

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

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

<PAGE>

TABLE OF CONTENTS
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

CONTRACT SPECIFICATIONS................................................. 3
DEFINITIONS............................................................. 4
GENERAL PROVISIONS...................................................... 7
PURCHASE PAYMENTS....................................................... 9
Purchase Payment Allocation.......................................... 9
Allocations During the Right to Cancel Period........................ 9
Minimum Investment Option............................................ 9
Credit Enhancement................................................... 9
THE FIXED OPTION........................................................ 11
VARIABLE INVESTMENT OPTIONS............................................. 12
Separate Account..................................................... 12
CONTRACT VALUE.......................................................... 13
Fixed Option Value................................................... 13
Variable Account Value............................................... 13
Loan Account Value................................................... 14
CHARGES, FEES AND DEDUCTIONS............................................ 15
Administrative Fee................................................... 15
Mortality and Expense Risk Charge.................................... 15
Premium Taxes........................................................ 15
Transfer Fee......................................................... 15
Withdrawal Fee....................................................... 15
Withdrawal Charge.................................................... 15
TRANSFERS............................................................... 17
WITHDRAWALS............................................................. 18
Amount Available for Withdrawal...................................... 18
TRANSFER AND WITHDRAWAL RESTRICTIONS.................................... 18
Special Restrictions - Fixed Option.................................. 18
CONTRACT LOANS.......................................................... 19
Loan Procedures...................................................... 19
Loan Account......................................................... 19
Loan Terms........................................................... 19
Loan Interest Rate................................................... 19
Repayment Terms...................................................... 19
DEATH BENEFIT........................................................... 21
Death of Annuitant................................................... 21
Death of Owner....................................................... 21
Death of Owner Distribution Rules.................................... 21
Interest on Death Benefit Proceeds................................... 22
BENEFICIARY............................................................. 23
Add or Changing Your Beneficiary..................................... 23
ANNUITY BENEFITS........................................................ 24
Choice of Annuity Date............................................... 24
Application of Contract Value........................................ 24
Your Selections...................................................... 24
Fixed and Variable Annuities......................................... 24
Annuity Options...................................................... 25
Default Annuity Date and Options..................................... 25
Amount of Payments................................................... 26
Fixed Annuity Payments............................................... 26
Variable Annuity Payments............................................ 26
Periodic Payments.................................................... 27
ANNUITY OPTION TABLES................................................... 28

2
<PAGE>

CONTRACT SPECIFICATIONS

<TABLE>
<S> <C> <C>
Service Center: Send Forms and written requests to: Send Payments to:
Pacific Life Insurance Company Pacific Life Insurance Company
P.O. Box 7187 P.O. Box 100060
Pasadena, California 91109-7187 Pasadena, California 91189-0060

Toll-free number: 1-800-722-2333 (between 6:00 a.m. and 5:00 p.m., Pacific time)
</TABLE>

Please use our toll-free number to present inquiries or obtain information
about your coverage and for us to provide assistance in resolving complaints.

Basic Contract - [Non-Qualified]

Investment Options:

[Aggressive Equity] [Emerging Markets]
[Diversified Research] [Small-Cap Equity]
[International Large-Cap] [Multi-Strategy]
[Equity] [Growth LT]
[Equity Income] [Equity Index]
[Mid-Cap Value] [REIT]
[Small-Cap Index] [Government Securities]
[International Value] [Money Market]
[Managed Bond] [Large-Cap Value]
[High Yield Bond] [Fixed]
[FNDNAM21] [FNDNAM22]
[FNDNAM23] [FNDNAM24]
[FNDNAM25] [FNDNAM26]
[FNDNAM27] [FNDNAM28]
[FNDNAM29] [FNDNAM30]
[FNDNAM31] [FNDNAM32]
[FNDNAM33]

Administrative Fee: 0.15%
Mortality and Expense Risk Charge: [1.25%]

Withdrawal Charge: Age of Premium
in Contract Years Charge Percent
1 7%
2 7%
3 7%
4 7%
5 5%
6 5%
7 4%
8 and over 0%

Contract Number: [VA99999999] Contract Date: [01-01-2000]
Owner(s):
[JOHN DOE]
[JANE DOE]
Annuitant(s): Age Sex
[JOHN DOE] [50] [MALE]
[JANE DOE] [50] [FEMALE]
Initial Purchase Payment: [$10,000.00] Annuity Start Date: [01-01-2021]

3
<PAGE>

DEFINITIONS

PL, we, our and us - Pacific Life Insurance Company.

You and your - The person or persons named as Owner(s) in the Contract
Specifications. If there are Joint Owners, you and your means both Joint Owners.

Account Value - The amount of your Contract Value allocated to any one of the
Investment Options.

Age - The Owner's or Annuitant's age, as applicable, at his or her last
birthday.

Annuitant - The person you name on whose life annuity payments may be
determined. An Annuitant's life may also be used to determine certain increases
in death benefits, and to determine the Annuity Date. If you designate Joint
Annuitants or a Contingent Annuitant, unless otherwise stated, "Annuitant" means
the sole surviving Annuitant. Any named Annuitant, Joint Annuitant, or
Contingent Annuitant must be under Age 81 as of your Contract Date. If your
Contract is a Non-Qualified Contract, you cannot change the Annuitant or change
or add a Joint Annuitant. If your Contract is a Qualified Contract, you may add
a Joint Annuitant only on the Annuity Date.

Annuity Date ("Annuity Start Date") - The date shown in the Contract
Specifications, or the date you later elect, if any, for the start of annuity
payments if the Annuitant is still living and the Contract is in force; or if
earlier, the date that annuity payments actually begin.

Annuity Options - Income options available for a series of payments after your
Annuity Date.

Beneficiary - The person you name who may receive any death benefit proceeds or
any remaining annuity benefits in accordance with the provisions of this
Contract.

Business Day - Any day on which the value of an amount invested in a Subaccount
is required to be determined by applicable law which currently includes each day
that both the New York Stock Exchange is open for trading and our Annuities
administrative offices are open. If any transaction or event under this Contract
is scheduled to occur on a day that does not exist in a given calendar period,
or on a day that is not a Business Day, such transaction or event will be deemed
to occur on the next following Business Day, unless otherwise stated.

Code - The Internal Revenue Code of 1986, as amended.

Contingent Annuitant - The person, if any, you select to become the Annuitant if
the Annuitant dies before your Annuity Date. You may add or change your
Contingent Annuitant prior to the Annuity Date provided the Contingent Annuitant
is not the sole surviving Annuitant. Any Contingent Annuitant you name must be
under Age 81 as of your Contract Date or, if you add or change a Contingent
Annuitant, as of the date of that addition or change.

Contingent Owner - The person, if any, you select to succeed to your rights as
Owner of this Contract if all named Contract Owners die.

Contract Anniversary - The same date, in each subsequent year, as your Contract
Date.

Contract Date - The date we issue your Contract, as shown in the Contract
Specifications. Contract Years, Contract Anniversaries, Contract Semiannual
Periods, Contract Quarters and Contract Months are measured from this date.

Contract Debt - As of the end of any Business Day, the principal amount you have
outstanding on any loan under this Contract, plus any accrued and unpaid
interest.

Contract Value - As of the end of any Business Day, your Variable Account Value,
plus your Fixed Option Value, and any Loan Account Value. The Contract Value
includes any Credit Enhancements applied to the Contract.

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Credit Enhancement - An amount added to the Contract Value at the time a
Purchase Payment is applied and on the first Contract Anniversary, if
applicable. All Credit Enhancements will be counted as earnings under this
Contract.

Fixed Option - Amounts allocated under your Contract to the Fixed Option are
held in our General Account and receive interest at rates declared periodically
(the "Guaranteed Interest Rate"), but not less than an annual rate of 3%.

Fixed Option Value - The aggregate amount of your Contract Value allocated to
the Fixed Option.

General Account - Our General Account consists of all assets of PL, other than
those assets allocated to Separate Account A or to any of our other separate
accounts.

Guaranteed Interest Rate - The interest rate guaranteed at the time of
allocation (or rollover) for the Guarantee Term on amounts allocated to the
Fixed Option. The Guaranteed Interest Rate is expressed as an annual rate, and
interest is accrued daily. This rate will not be less than an annual rate of 3%.

Guarantee Term - The period during which the amount you allocate to the Fixed
Option earns a specified Guaranteed Interest Rate.

Investment Option - A Variable Account or Fixed Option offered under the
Contract.

Loan Account - The account in which the amount equal to the principal amount of
a loan and any interest accrued is held to secure any Contract Debt.

Loan Account Value - The amount, including any interest accrued, held in the
Loan Account to secure any Contract Debt.

Net Contract Value - Your Contract Value less any Contract Debt.

Notice Date - The day on which we receive, in a form satisfactory to us, proof
of death and instructions satisfactory to us regarding payment of death benefit
proceeds.

Non-Natural Owner - A corporation or other entity that is not a (natural)
person.

Non-Qualified Contract - A Contract other than a Qualified Contract.

Owner - The person(s) who has (have) all rights under this Contract. If your
Contract names two Owners, Owner means both Owners ("Joint Owners"). Any named
Owner or Contingent Owner must be under Age 81 as of your Contract Date. If your
Contract allows you to change or add Owners after the Contract is issued, any
newly-named or added Owners, including Joint and/or Contingent Owners, must be
under Age 81 at the time of such change or addition.

Primary Annuitant - The individual that is named in your Contract, the events in
the life of whom are of primary importance in affecting the timing or amount of
the payout under the Contract.

Purchase Payment ("Premium Payment") - An amount paid to us by or on behalf of
an Owner as consideration for the benefits provided under this Contract.

Qualified Contract - A Contract that qualifies under the Code as an individual
retirement annuity ("IRA") or a Contract purchased under a Qualified Plan that
qualifies for special tax treatment under the Code.

Qualified Plan - A retirement plan that receives favorable tax treatment under
Section 401, 403, 408, 408A, or 457 of the Code.

SEC - Securities and Exchange Commission.

Separate Account or Separate Account A - A separate account of PL registered as
a unit investment trust under the Investment Company Act of 1940, as amended
("1940 Act").

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Service Center - PL's mailing address shown in the Contract Specifications. We
will notify you of any change in our mailing address.

Subaccount - An investment division of the Separate Account. Each Subaccount,
(a "Variable Investment Option" or "Variable Account") invests its assets in a
separate series or class of shares of a designated investment company.

Subaccount Annuity Unit ("Annuity Units") - Annuity Units are used to measure
variation in variable annuity payments. The amount of each variable annuity
payment (after the first payment) will vary with the value and number of your
Annuity Units in each Subaccount.

Subaccount Unit - Subaccount Units are used to measure your Variable Account
Value in that Subaccount.

Unit Value - The value of a Subaccount Unit ("Subaccount Unit Value") or
Subaccount Annuity Unit ("Subaccount Annuity Unit Value"). The Unit Value of any
Subaccount is subject to change on any Business Day. The fluctuations in value
reflect investment results and daily deductions for the mortality and expense
risk charge and administrative fee. Changes in Subaccount Annuity Unit Values
also reflect an additional adjustment factor that corrects for an assumed
investment return. The Unit Value of a Subaccount Unit and of a Subaccount
Annuity Unit are determined each Business Day.

Variable Account ("Variable Investment Option") - A Subaccount of the Separate
Account or any separate account of PL which is available under your Contract in
which assets of PL are segregated from assets in our General Account and from
assets in our other separate accounts.

Variable Account Value - The aggregate amount of your Contract Value allocated
to the Variable Accounts.

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GENERAL PROVISIONS

Report to Owner(s) - At least once per year prior to the Annuity Date, we will
send you a report that will show your Contract Value, any Purchase Payments
received, loan repayments, transfers, withdrawals, applicable withdrawal charges
and/or other charges and/or fees incurred since the last report, and any other
information that may be required. After the Annuity Date, we will send you any
information that may be required.

Payments, Instructions and Requests - Unless this Contract provides otherwise,
all Purchase Payments, loan repayments, instructions and requests must be
received in a form satisfactory to us at our Service Center at its mailing
address. (See DEFINITIONS - Service Center). Any subsequent Purchase Payments,
loan repayments and requests for loans, transfers or withdrawals we receive in a
form satisfactory to us on any Business Day usually will be processed the same
Business Day unless the transaction or event is scheduled to occur on another
day.

Generally, all other instructions and requests normally will be effective as of
the end of the day next following the Business Day we receive them in a form
satisfactory to us, unless the event is scheduled to occur on another day. We
may require that you provide signature guarantees or other safeguards for any
instruction, request or other document you may send to our Service Center. You
acknowledge and agree that we will not be liable for any loss, liability, cost
or expense of any kind or character for acting on instructions or requests
submitted to us that we reasonably believe to be genuine.

Entire Contract - This document, the attached application or confirmation
thereof, any subsequent applications to change this Contract or confirmation
thereof, and any riders and endorsements, constitute the entire Contract, and
supersede any and all prior agreements, whether oral or written, about the terms
of this Contract and the application. All statements made in the application are
representations and not warranties.

Contract Modifications - Modifications to this Contract or any waiver of our
rights or requirements under this Contract can only be made if in writing by an
authorized officer of PL. This Contract is intended to qualify as an annuity
contract for federal income tax purposes. In addition, if this Contract is
issued in connection with a Qualified Plan, this Contract is intended to qualify
as part of such a tax-qualified retirement plan, arrangement or contract. To
that end, the provisions of this Contract are to be interpreted and administered
to ensure or maintain such tax qualification, notwithstanding any other
provisions to the contrary. We reserve the right to amend this Contract and/or
our administrative procedures without consent (except for the states of
Michigan, Pennsylvania, South Carolina and Washington) to reflect any
clarifications that may be needed or are appropriate to maintain its tax
qualification or to conform this Contract to any applicable changes in the tax
qualification requirements.

Basis of Values - A detailed statement showing how values are determined has
been filed with the state insurance departments. All values and reserves are at
least equal to those required by the laws of the state in which this Contract is
delivered.

Claims of Creditors - Your Contract Value and other benefits under this Contract
are exempt from the claims of creditors to the extent permitted by law.

Removal of Beneficiary or Contingent Annuitant - You may remove a Beneficiary
(other than an irrevocable Beneficiary) or a Contingent Annuitant from this
Contract by providing proper written instructions to our Service Center.

Ownership - This Contract belongs to the Owner. The Owner is entitled to
exercise all rights available to the Owner under this Contract. If this Contract
names two Owners, both Owners must join in any request to exercise these rights.
The Owner may exercise these rights under this Contract without the consent of
the Beneficiary (other than any irrevocable Beneficiary) or any other person,
except as otherwise required by law.

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Assignment - You may assign all rights and benefits under this Contract before
the Annuity Date. We are not bound by any assignment until we have received at
our Service Center written notice satisfactory to us and we record the
assignment. We are not responsible for the validity of any assignment. If the
Contract has been absolutely assigned, the assignee becomes the Owner. You
should consult with your tax adviser to determine the tax consequences of an
assignment before taking any action.

Delay of Payments - Generally, payments, transfers, or exchanges will be made
within seven days from receipt of the payment and/or request in a form
satisfactory to us. Payment of your withdrawal proceeds or transfers or
exchanges to or from a Variable Account may be delayed after receipt of your
withdrawal, transfer, or exchange request under certain circumstances. These
include:

. a closing of the New York Stock Exchange other than on a regular holiday
or weekend;
. a trading restriction by the SEC; or
. an emergency declared by the SEC.

We may delay payments or transfers from our General Account (which would include
payment of your withdrawal proceeds and transfers from the Fixed Option, loans,
fixed annuity payments, and lump sum death benefit payments unless state law
requires otherwise) for up to six months after the requested effective date of
the transaction. Any amount delayed will, so long as it is held under the Fixed
Option, continue to earn interest at the Guaranteed Interest Rate(s) then in
effect until the applicable Guaranteed Term in effect has ended, and not less
than 3% on an annual basis thereafter. If you make any Purchase Payment by
check, other than a cashier's check, we may delay making payments to you until
your check has cleared.

Incontestability - We will not contest the validity of this Contract.

Proof of Life or Death - Before we make a payment, we have the right to require
proof of the life or death of any person on whose life or death determines
whether, to whom, or how much we must pay any benefits under this Contract.

Withholding Taxes - We reserve the right to withhold from all payments made or
deemed made under this Contract, any taxes required to be withheld by applicable
federal or state law, unless the Owner or payee elects otherwise pursuant to
applicable withholding rules.

Misstatement of Age or Sex - We may require proof of the Annuitant's or Owner's
Age before any payments associated with the Death Benefit provisions of this
Contract are made. If the Age of the Annuitant is incorrectly stated in this
Contract, we will base any payment associated with the Death Benefit provisions
of this Contract on the Annuitant's or Owner's correct Age.

We may require proof of the Annuitant's Age and sex before starting annuity
payments. If the Age or sex (or both) of the Annuitant are incorrectly stated in
this Contract, we will correct the amount payable, based upon the Annuitant's
correct Age or sex, if applicable. If we make the correction after annuity
payments have started, and we have made overpayments, we will deduct the amount
of the overpayment, with interest at 3% per year, from any payments due then or
later. If we have made underpayments, we will add the amount, with interest at
3% per year, of the underpayments to the next payment we make after we receive
proof of the correct Age and/or sex.

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PURCHASE PAYMENTS

Purchase Payments - This Contract will not be in force until we receive at our
Service Center the initial Purchase Payment. Your initial Purchase Payment is
shown in the Contract Specifications.

You may make additional Purchase Payments at any time before the Annuity Date,
while the Annuitant is living and this Contract is in force. Each additional
Purchase Payment must be at least $250 for Non-Qualified Contracts and $50 for
Qualified Contracts. We may limit the amount of any single Purchase Payment. You
must obtain our consent before making a Purchase Payment that will bring your
aggregate Purchase Payments over $1,000,000.

Purchase Payments are payable in U.S. dollars either at our Service Center or
through our agent. Checks should be made payable to Pacific Life Insurance
Company. If you make Purchase Payments by check other than a cashier's check,
your withdrawal proceeds and any refund under your Right to Cancel may be
delayed until your check has cleared. On request, a receipt for the Purchase
Payment signed by an officer of PL will be provided after payment.

Purchase Payment Allocation - Prior to your Annuity Date, you may allocate all
or part of your Purchase Payments to one or more of the Investment Options
available to you. The Investment Options available to you on the Contract Date
are shown on your Contract Specifications page.

You may change your allocation by sending us instructions in a form satisfactory
to us. (see GENERAL PROVISIONS: Payments, Instructions and Requests). We will
allocate any Purchase Payment according to your most recent allocation
instructions. We may reject any instruction or Purchase Payment if your
instructions are not clear and we cannot determine your allocation instructions.

Allocations During the Right to Cancel Period - We will allocate your initial
Purchase Payment in accordance with your most recent allocation instructions.
However, if we are required by state or federal law to refund all Purchase
Payments according to the Right to Cancel provision, we will allocate the
portion of your initial Purchase Payment designated for Variable Investment
Options to the Money Market Subaccount, and the portion of your initial Purchase
Payment designated for the Fixed Option to that respective Option. Any
subsequent Purchase Payments that are received before the end of the Right to
Cancel Period will be allocated in the same manner as the initial Purchase
Payment. No later than fifteen (15) days after the Contract Date, we will
transfer the Account Value in the Money Market Subaccount to your Variable
Investment Options in accordance with your most recent allocation instructions.

Minimum Investment Option Value - We reserve the right to require that, as a
result of any allocation to an Investment Option, any transfer, or any partial
withdrawal, your remaining Account Value in any Investment Option must be at
least $500. We also reserve the right to transfer any remaining Account Value
that does not meet such minimum amount to your other Investment Options on a pro
rata basis relative to your most recent allocation instructions for those
Investment Options.

Credit Enhancement - We will add a Credit Enhancement to your Contract Value at
the time each Purchase Payment is applied to this Contract. The amount of a
Credit Enhancement is determined as a percentage of each Purchase Payment made
to this Contract. The Credit Enhancement will be applied at the time the
Purchase Payment is effective. The Credit Enhancement will be allocated among
Investment Options in the same proportion as the applicable Purchase Payment.

Total Purchase Payments Less Total Withdrawals Credit Enhancement

Less than $250,000 4.0%

$250,000 or more 5.0%

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THE FIXED OPTION

We credit interest at the Guaranteed Interest Rate during each Guarantee Term on
the amount of Purchase Payments and/or Contract Value that you allocate or
transfer to, or roll over into, the Fixed Option, as described below.

Account Values under the Fixed Option are held in our General Account. Subject
to applicable law, we have sole discretion over the investment of our General
Account assets.

We will credit your Contract with a Guaranteed Interest Rate for a Guarantee
Term of up to one year on that portion of your Purchase Payment and/or Contract
Value allocated to the Fixed Option, while the Annuitant is living and this
Contract is in force, and prior to the Annuity Date. We will credit the
Guaranteed Interest Rate in effect on the Business Day that the allocation
and/or transfer is effective for an initial Guarantee Term that ends at the end
of that Contract Year.

At the end of an initial Guarantee Term and each succeeding Guarantee Term, we
will roll over your Fixed Option Value attributed to that Guarantee Term to a
new Guarantee Term of one year, unless you instruct us otherwise. We will credit
the Guaranteed Interest Rate in effect at the time of the roll over on the
amount of the Fixed Option Value rolled over until the end of such Guarantee
Term.

We will stop crediting interest on that portion of your Fixed Option Value you
withdraw, transfer (including transfers to the Loan Account), or convert to an
Annuity Option, including any:

. fees for withdrawals or transfers;
. withdrawal charges; and
. charges for premium taxes and/or other taxes.

We do so as of the end of the Business Day any such transaction is effective.

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VARIABLE INVESTMENT OPTIONS

The Variable Investment Options consist of Subaccounts of the Separate Account.
The available Subaccounts as of the Contract Date are shown in the Contract
Specifications.

Separate Account - We established and maintain the Separate Account under the
laws of California. Any income, gains or losses (whether or not realized) from
the assets of each Variable Account are credited or charged against such
Variable Account without regard to our other income, gains or losses. Assets may
be put in our Separate Account to support this Contract and other variable
annuity contracts. Assets may be put in our Separate Account for other purposes,
but not to support contracts other than variable annuity contracts. The assets
of our Separate Account are our property. The portion of the Separate Account
assets equal to the reserves and other Contract liabilities with respect to each
Variable Account will not be chargeable with liabilities arising out of any
other business we conduct. We may transfer assets of a separate account in
excess of the reserves and other liabilities with respect to its Variable
Accounts to another separate account or to our General Account. All obligations
arising under the Contract are our general corporate obligations. We do not hold
ourselves out to be trustees of the Separate Account assets.

We reserve the right, subject to compliance with the law then in effect, and
after any required regulatory approval, to:

. cease offering any Subaccount;
. add or change designated investment companies or their portfolios, or
other investment vehicles;
. add, delete or make substitutions for the securities and other assets that
are held or purchased by the Separate Account or any Variable Account;
. permit conversion or exchanges between portfolios and/or classes of
contracts on the basis of Owners' requests;
. add, remove or combine Variable Accounts;
. combine the assets of any Variable Account with any other Separate Account
of PL or of any of its affiliates;
. register or deregister Separate Account A or any Variable Account under
the 1940 Act;
. operate any Variable Account as a managed investment company under the
1940 Act, or any other form permitted by law;
. run any Variable Account under the direction of a committee, board, or
other group;
. restrict or eliminate any voting rights of Owners with respect to any
Variable Account or other persons who have voting rights as to any
Variable Account;
. make any changes required by the 1940 Act or other federal securities
laws;
. make any changes necessary to maintain the status of the Contracts as
annuities under the Code;
. make other changes required under federal or state law relating to
annuities;
. suspend or discontinue sale of the Contracts; and
. comply with applicable law.

If any of these changes result in a material change in the underlying
investments of a Variable Account, we will notify you of such change.

We will not change the investment policy of the Separate Account without
following the filing and other procedures of the Insurance Commissioner in the
State of California and the filing and other procedures established by insurance
regulators of the state of delivery. Unless required by law or regulation, an
investment policy may not be changed without our consent.

From time to time we may make other Investment Options available to you. Any new
Investment Option may invest in portfolios of the designated investment company,
other designated investment companies or their portfolios, or in other
investment vehicles. New Investment Options will be made available to existing
Owners at our discretion. We will provide you with written notice of all
material details, including investment objectives and charges. We will comply
with the filing or other procedures established by applicable state insurance
regulators, to the extent required by applicable law.

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CONTRACT VALUE

Your Contract Value on any Business Day is the sum of:

. your Fixed Option Value on that day;
. plus your Variable Account Value on that day;
. plus your Loan Account Value on that day.

We generally determine values on each day that the New York Stock Exchange is
open provided our Annuities administrative offices are also open on that day.

Fixed Option Value - Your Fixed Option Value on any Business Day is your Fixed
Option Value on the prior Business Day increased by any additions to your Fixed
Option on that day as a result of any:

. interest;
. Purchase Payments received by us and allocated to the Fixed Option;
. transfers to the Fixed Option, including transfers from the Loan Account;
and
. Credit Enhancements allocated to the Fixed Option.

decreased by any deductions from the Fixed Option on that day as a result of
any:

. transfers, including transfers to the Loan Account;
. withdrawals, including any withdrawal charges;
. amounts converted to an Annuity Option;
. charge for premium taxes and/or other taxes; and
. fees for withdrawals and/or transfers.

Variable Account Value - Your Variable Account Value on any Business Day is the
sum of your Subaccount Values on that day.

Subaccount Value - Each Subaccount Value on any Business Day is the number of
Subaccount Units in that Subaccount that are credited to your Contract on that
day multiplied by the Unit Value of the Subaccount on that day.

We credit your Contract with Subaccount Units for a Subaccount as a result of
any portion of your Purchase Payments received by us and allocated to that
Subaccount; any transfers of your Contract Value to that Subaccount, including
transfers from the Loan Account; and any Credit Enhancements allocated to that
Subaccount.

We debit your Contract with Subaccount Units for a Subaccount as a result of any
deductions from the Subaccount, including those caused by any:

The number of Subaccount Units we debit or credit to your Contract in connection
with a transaction is equal to the amount of the transaction applicable to that
Subaccount divided by that Subaccount's Unit Value on that day. The number of
your Subaccount Units in a Subaccount will change only if we debit or credit
Subaccount Units for the transactions specified above. The number of Subaccount
Units will not change because of subsequent changes in the Subaccount Unit
Value.

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Subaccount Unit Value - The initial Unit Value of each Subaccount was $10 on the
Business Day the Subaccount began operations. At the end of each subsequent
Business Day, the Unit Value for each Subaccount is equal to (Y) times (Z)
where:

(Y) is the Unit Value for that Subaccount as of the end of the prior Business
Day; and

(Z) is the Net Investment Factor for that Subaccount for the period (a
"valuation period") between the prior Business Day and that Business Day.

Net Investment Factor - Each Subaccount's Net Investment Factor for any
valuation period is equal to ( A / B ) - C where:

(A) equals:
(a) the net asset value per share of the corresponding portfolio shares
held by the Subaccount as of the end of that valuation period;
(b) plus the per share amount of any dividend or capital gain
distributions made during that valuation period on the portfolio
shares held by the Subaccount;
(c) plus or minus any per share charge or credit for any income taxes,
other taxes, or amounts set aside during that valuation period as a
reserve for any income and/or any other taxes for which we determine
to have resulted from the operations of the Subaccount or Contract,
and/or any taxes attributable, directly or indirectly, to Purchase
Payments;

(B) is the net asset value per share of the portfolio shares held by the
Subaccount as of the end of the prior valuation period; and

(C) is a factor that we assess against the Subaccount's net assets held by
each Subaccount for the mortality and expense risk charge and the
administrative fee during that valuation period.

Loan Account Value - For those Qualified Contracts that permit loans, your Loan
Account Value as of the end of any Business Day is your Loan Account Value on
the prior Business Day, increased by any:

. interest; and
. Contract Value loaned on that day;

and decreased by any:

. loan principal repaid on that day; and
. earned interest transferred from the Loan Account on that day.

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CHARGES, FEES AND DEDUCTIONS

Administrative Fee - We charge an administrative fee against assets held in your
Variable Investment Option(s). This fee is assessed daily at the annual rate
which is shown in the Contract Specifications. This fee is guaranteed not to
increase.

Mortality and Expense Risk Charge ("Risk Charge") - We impose a Risk Charge
against assets held in your Variable Investment Option(s). This charge is
assessed daily at the annual rate which is shown in the Contract Specifications.
The Risk Charge compensates us for the risks we assume that mortality and
expenses will vary from those we assumed. This charge is guaranteed not to
increase.

Premium Taxes - From your Contract Value, we will deduct a charge for any taxes
we pay that are attributable to Purchase Payments or withdrawals. Such taxes may
include, but are not limited to: any federal, state or local premium or
retaliatory taxes; and any federal, state or local income, excise, business or
any other type of tax (or component thereof), measured by or based upon,
directly or indirectly, the amount of Purchase Payments we receive from you. We
will normally deduct this charge when you annuitize, however, we may impose this
charge: on any withdrawal; at the time any death benefit is paid; when the taxes
are incurred; or when we pay the taxes. We may base this charge on: the
Contract Value; the amount of the transaction; the aggregate amount of Purchase
Payments we receive under your Contract; or any other amount that, in our sole
discretion, we deem appropriate.

Other Taxes - We reserve the right to charge the Separate Account and/or deduct
from your Contract Value a charge for any federal state or local taxes we pay
that are or become attributable to the Separate Account or Contract, including,
but not limited to, income taxes attributable to our operation of the Separate
Account or to our operations with respect to the Contract, or taxes
attributable, directly or indirectly, to Purchase Payments or payments we make
under this Contract.

Transfer Fee - We reserve the right to impose a transfer fee of $15 on each
transfer made in excess of fifteen transfers in any Contract Year. For this
purpose, we will treat each transfer request as a single transfer, regardless of
the number of Investment Options from which or to which portions of Account
Values are transferred. We will deduct any transfer fee we impose from the
Investment Option(s) from which the transfer is made on a pro rata basis
relative to the total amount transferred.

Withdrawal Fee - We reserve the right to impose a withdrawal fee of $15 on each
partial withdrawal made in excess of fifteen withdrawals in any Contract Year.
We will deduct from your Contract Value, on a pro rata basis relative to your
Account Value in each Investment Option immediately after the withdrawal, any
such fee we impose on a partial withdrawal. For this purpose, we will treat each
withdrawal request as a single withdrawal, regardless of the number of
Investment Options from which portions of Account Values are withdrawn.

Contingent Deferred Sales Charge ("withdrawal charge") - Purchase Payments are
subject to a withdrawal charge which is shown in the Contract Specifications.
This charge may apply to amounts you withdraw under your Contract prior to your
Annuity Date, depending on the length of time each Purchase Payment has been
allocated to your Contract and on the amount you withdraw. We will not apply the
withdrawal charge on:

. death benefit proceeds, except as provided under the Death of Owner
provisions for certain Non-Natural Owners;
. Contract Values converted to a life contingent option or to an Annuity
Option with a certain payment period of 7 years or more after the first
Contract Anniversary;
. withdrawals by Owners to meet the minimum distribution rules for Qualified
Contracts as they apply to amounts held under the Contract; or
. withdrawals (full or partial), after the first Contract Anniversary, if
the Annuitant has been diagnosed with a medically determinable condition
that results in a life expectancy of twelve (12) months or less, subject
to medical evidence satisfactory to us.

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Amount of Withdrawal Charge - The amount of a withdrawal charge depends on how
long your Purchase Payments are held under this Contract. Each Purchase Payment
you make is considered to have a certain "age," depending on the length of time
since that Purchase Payment was effective. A Purchase Payment is "age one" from
the day it was effective until your next Contract Anniversary and increases in
"age" on that and each succeeding Contract Anniversary. When you withdraw an
amount, the "age" of any Purchase Payment(s) you withdraw determines the
level(s) of withdrawal charge as shown in the Contract Specifications. For the
purposes of calculating the withdrawal charge, we assume that withdrawal amounts
will be applied to Purchase Payments first and in the order the Purchase
Payments were received. The withdrawal charge will be deducted proportionately
from each Investment Option selected for withdrawal.

Withdrawal Enhancements - We reserve the right, in our sole discretion, to
calculate your withdrawal charge on more favorable terms to you than as
otherwise described in the preceding paragraph. These Withdrawal Enhancements
may include an acceleration of the day on which the "age" of any Purchase
Payment(s) is considered to occur or a waiver of some or all of the withdrawal
charge in the event the Guaranteed Interest Rate is less than a specified rate.
Although we retain the discretion to add a Withdrawal Enhancement, once it is
added, it is binding on us and effective for any specified period we have
designated. In the event of any Withdrawal Enhancement, we will notify the Owner
within thirty (30) days of the effective date of the Withdrawal Enhancement.

Free Withdrawals - During a Contract Year, you may withdraw free of withdrawal
charge amounts up to your "Eligible Purchase Payments". Eligible Purchase
Payments include 10% of all Purchase Payments that have an "age" of less than
eight years, plus 100% of all Purchase Payments that have an "age" of eight
years or more. Once all Purchase Payments have been deemed withdrawn, any
withdrawal will be deemed a withdrawal of your earnings and will be free of the
withdrawal charge. For those contracts issued to a Charitable Remainder Trust
(CRT), the amount available for withdrawal free of withdrawal charges during a
Contract Year includes all Eligible Purchase Payments plus all earnings even if
all Purchase Payments have not been deemed withdrawn.

Earnings - For the purpose of calculating the withdrawal charge, as of the end
of any Business Day, your earnings equal your Contract Value less your aggregate
Purchase Payments which are reduced by withdrawals of prior Purchase Payments.

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TRANSFERS

You may make transfers under this Contract subject to certain restrictions (see
TRANSFER AND WITHDRAWAL RESTRICTIONS) and any applicable fees (see CHARGES, FEES
and DEDUCTIONS).

By providing a proper transfer request (see GENERAL PROVISIONS - Payments,
Instructions and Requests), you may request transfer of part or all of your
Contract Value, less Loan Account Value, in any Investment Option among other
Investment Options while your Annuitant is living and prior to the Annuity Date.

If your transfer causes your remaining Account Value in any Investment Option
immediately after such transfer to be less than $500, we reserve the right to
transfer such remaining Account Value to your other Investment Options on a pro
rata basis relative to your most recent allocation instructions. We reserve the
right to impose a transfer fee as described in the Transfer Fee provision.

Transfers between Investment Options will normally be effective as of the end of
the Business Day on which we receive a proper transfer request. If your Contract
was delivered in a state that requires a refund of premium, we may prohibit
transfers up to 15 days after your Contract Date.

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WITHDRAWALS

You may, on or prior to your Annuity Date, withdraw all or a portion of the
amount available under your Contract, while the Annuitant is living and your
Contract is in force; however, no partial withdrawals are allowed within thirty
(30) days of your Contract Date. If you make a full withdrawal, we require
return of your Contract or a signed Lost Contract Affidavit with your proper
request. You may choose to withdraw from any specific Investment Option(s), or
from all Investment Options proportionately. If you do not specify, we will make
the withdrawal from your Investment Options on a pro rata basis relative to your
Account Value in each. Each partial withdrawal must be for $500 or more.
Withdrawals from the Fixed Option are subject to certain additional restrictions
described below.

If your partial withdrawal causes your Net Contract Value to be less than $1,000
immediately after the withdrawal, we may terminate your Contract and send you
the withdrawal proceeds. If your partial withdrawal causes your Account Value
remaining in any Investment Option to be less than $500, we reserve the right to
transfer such remaining Account Value to your other Investment Options on a pro
rata basis relative to your most recent allocation instructions. Withdrawals
will normally be effective as of the end of the Business Day on which we receive
a proper withdrawal request.

Amount Available for Withdrawal - The amount available for withdrawal is your
Net Contract Value as of the end of the Business Day on which your withdrawal
request is effective, less any:

. withdrawal fee;
. withdrawal charge; and
. charge for premium taxes and/or other taxes.

The amount we send to you (your "withdrawal proceeds") will also reflect any
required or requested federal and/or state income tax withholding.

If you make a full withdrawal, this Contract will end; we will have no further
obligations under this Contract.

TRANSFER AND WITHDRAWAL RESTRICTIONS

Special Restrictions on Withdrawals or Transfers from the Fixed Option - After
the first Contract Anniversary, you may, within thirty (30) days from your
Contract Anniversary, withdraw or transfer up to one-third (33-1/3%) of your
Fixed Option Value. In consecutive Contract Years, however, you may withdraw or
transfer one-third of your Fixed Option Value at the beginning of the first
year, one-half (50%) of your remaining Fixed Option Value at the beginning of
the second year, and up to the entire amount (100%) of your remaining Fixed
Option Value at the beginning of the third year.

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<PAGE>

CONTRACT LOANS

If your Contract is issued under a Qualified Plan under Code Sections 401 or 403
and your Qualified Plan permits, you may request a loan of a portion of your
Contract Value after your first Contract Year and before your Annuity Date.

Loan Procedures - Your loan request must be submitted on our Loan Request Form.
You may submit a loan request at any time after your first Contract Anniversary
and before your Annuity Date; however, before requesting a new loan, you must
wait thirty (30) days after the last payment of a previous loan. If approved,
your loan will usually be effective as of the end of the Business Day on which
we receive all necessary documentation in a form satisfactory to us. We will
normally forward proceeds of your loan to you within seven calendar days after
the effective date of your loan.

Loan Account - On the effective date of your loan, we will transfer an amount
equal to the principal amount of your loan into an account called the Loan
Account. We will transfer amounts to the Loan Account on a pro rata basis from
your Fixed and Variable Investment Options based on your Account Value in each.
We will credit interest on amounts in the Loan Account at a rate equal to an
annual rate that is two percentage points lower than the annual loan interest
rate charged on your loan. Interest earned will accrue daily beginning on the
day following the effective day of the loan. The interest credited will be
transferred from the Loan Account to your Fixed and Variable Investment Options
on a pro rata basis relative to your most recent allocation instructions.

Loan Terms - You may have only one loan outstanding at any time. The minimum
loan amount is $1,000 and the maximum loan amount is the lesser of:

. 50% of your Contract Value;
. $50,000 less your highest outstanding Contract Debt during the 12-month
period immediately preceding the effective date of your loan.

You should refer to the terms of your particular Qualified Plan for any
additional loan restrictions. If you have other loans outstanding pursuant to
other Qualified Plans, the amount you may borrow may be further restricted. We
are not responsible for making any determinations (including loan amounts
permitted) or any interpretations with respect to your Qualified Plan.

Loan Interest Rate - You will be charged interest on your Contract Debt at an
annual rate, set at the time the loan is made, equal to the higher of 5% or the
Moody's Corporate Bond Yield Average-Monthly Corporates, as published by Moody's
Investors Service, Inc., or its successor, for the most recent available month.
In the event that the Moody's Corporate Bond Yield Average Monthly Corporates is
no longer available, we will use a substantially similar average, subject to
compliance with applicable state regulations. Interest charged will accrue
daily beginning on the day your loan is effective. We will notify you of the
loan interest rate when you make a Contract loan.

Repayment Terms - You must repay principal and interest of any loan within five
years after its effective date. If you have certified to us that your loan
proceeds will be used to acquire a principal residence for yourself, you may
request a loan for up to thirty (30) years. In either case, you must repay your
loan in full prior to the Annuity Date.

Your loan, including principal and accrued interest, must be repaid in quarterly
installments that are substantially level. An installment will be due each
quarter on the date corresponding to your loan effective date, beginning with
the first such date following the effective date of your loan. You may, however,
repay your entire loan at any time. If you do so, we will bill you for any
accrued interest. Your loan will be considered repaid only when the interest due
has also been paid. Subject to any necessary approval of state insurance
authorities, we will treat all payments you send us as Purchase Payments unless
you specifically indicate that your payment is a loan repayment. To the extent
allowed by law, any repayment in excess of the amount then due will be refunded
to you, unless such amount is sufficient to pay the balance of your loan.
Repayments received that are less than the amount then due will be returned to
you, unless otherwise required by law.

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<PAGE>

If a loan repayment is not made when due, we will declare the entire remaining
loan balance in default. At that time, we will send written notification of the
amount needed to bring the loan back to the current status. You will have sixty
(60) days from the date on which the loan was declared in default (the "grace
period") to make the required repayment.

If the required repayment is not received by the end of the grace period, the
defaulted loan balance plus accrued interest will be repaid by a withdrawal from
your Contract Value to the extent that such values are then eligible for
distribution. In order for an amount to be eligible for distribution from a
Qualified Plan you must meet one of six triggering events. They are: attainment
of age 59-1/2, separation from service, death, disability, plan termination, and
financial hardship. To the extent such values are not then eligible for
distribution, the defaulted loan balance plus accrued interest will be
considered a "Deemed Distribution" and that portion of any Contract Value needed
to repay the Contract Debt will be withdrawn when such Contract Values become
eligible for distribution. The withdrawal will be subject to the withdrawal
charge.

If there is a "Deemed Distribution" under your Contract any future withdrawals
will first be applied as repayment of the defaulted Contract Debt, including
accrued interest and withdrawal charges and charges for applicable taxes, to the
extent allowed by law. Any amounts withdrawn and applied as repayment of
Contract Debt will be withdrawn first from your Loan Account and then from your
Investment Options on a proportionate basis relative to the Account Value in
each Investment Option. If you have an outstanding loan that is in default, the
defaulted Contract Debt will be considered a withdrawal for the purpose of
calculating any death benefit proceeds payable under this Contract.

The terms of any such loan are intended to qualify for the exception in Code
Section 72(p)(2) so that the distribution of the loan proceeds will not
constitute a distribution that is taxable to you. To that end, these loan
provisions will be interpreted to ensure and maintain such tax qualification,
despite any other provisions to the contrary. We reserve the right to amend your
Contract to reflect any clarifications that may be needed or are appropriate to
maintain such tax qualification or to conform any terms of our loan arrangement
with you to any applicable changes in the tax qualification requirements. We
will send you a copy of any such amendment. If you refuse such an amendment, it
may result in adverse tax consequences to you.

Adverse tax consequences may result if you fail to meet the repayment
requirements of your loan. A "Deemed Distribution" will be considered a
currently taxable distribution, and may be subject to federal tax withholding
and a federal early withdrawal penalty tax, regardless of when such unpaid
amounts are repaid. The tax and other Qualified Plan rules relating to Contract
loans are complex and in many cases unclear. For these reasons, and because the
rules vary depending on the individual circumstances of each Contract, we advise
that you consult with a qualified tax adviser before exercising the loan
provisions of your Contract.

If your Contract is a Non-Qualified Contract, or if your Qualified Plan does not
permit loans, loans under this Contract will not be available to you.

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<PAGE>

DEATH BENEFIT

A death benefit may be payable on proof of the death of the Annuitant or any
Owner before the Annuity Date, while this Contract is in force.

The proceeds of any death benefit payable will be payable upon receipt, in a
form satisfactory to us, of proof of death and instruction regarding payment of
death benefit proceeds. Such proceeds will equal the Death Benefit Amount
reduced by any charges for premium taxes and/or other taxes and any Contract
Debt. These proceeds will be payable in a lump sum, as an Annuity Option under
this Contract or towards the purchase of any Annuity Option we then offer, or in
accordance with the Code (see Death of Owner Distribution Rules). Any such
Annuity Option is subject to all restrictions and requirements as are other
annuities offered under this Contract.

Death Benefit Amount - The Death Benefit Amount as of any Business Day prior to
your Annuity Date is equal to the greater of: (a) your Contract Value as of that
day; or (b) your aggregate Purchase Payments reduced by an amount for each
withdrawal that has occurred, which is calculated by multiplying the aggregate
Purchase Payments received prior to each withdrawal by the ratio of the amount
of the withdrawal, including any withdrawal charge, to your Contract Value
immediately prior to the withdrawal.

Death of Annuitant - If an Annuitant dies before the Annuity Date, the Death
Benefit Amount will be equal to the Death Benefit Amount as of the Notice Date.
Unless there is a surviving Joint or Contingent Annuitant, we will pay the death
benefit proceeds to the Owner, if living; otherwise to the Beneficiary, if
living; otherwise to the Owner's estate. If an Annuitant dies and there is a
surviving Joint Annuitant, the surviving Joint Annuitant becomes the Annuitant.
If there is no surviving Joint Annuitant and there is a Contingent Annuitant,
the Contingent Annuitant becomes the Annuitant. Death benefit proceeds are
payable only for the death of the sole surviving Annuitant prior to the Annuity
Date. If you are the Annuitant and you die, we will determine the Death Benefit
Amount and to whom it will be paid under the Death of Annuitant provisions; and,
if your Contract is a Non-Qualified Contract, we will distribute any death
benefit proceeds under the Death of Owner Distribution Rules.

Death of Owner - If you are not the Annuitant, and you die before the Annuitant,
the Death Benefit Amount will be equal to your Contract Value as of the Notice
Date.

If you die while the Annuitant is living and prior to the Annuity Date, we will
pay the death benefit proceeds to the surviving Joint Owner, if any. If there is
no surviving Joint Owner and there is a Contingent Owner, we will pay the death
benefit proceeds to the surviving Contingent Owner, if any. If there is no
surviving Contingent Owner, the death benefit proceeds will be paid to the
Beneficiary, if living; otherwise to the Owner's estate. If you are not also the
Annuitant, then, in the event the deaths of the Owner and Annuitant are under
circumstances where it cannot be determined who died first, the Death Benefit
will be calculated under the Death of Annuitant provision of this Contract and
payment will be made in accordance with the Death of Owner provisions of this
Contract.

If you are a Non-Natural Owner of a Contract other than a Contract issued under
a Qualified Plan as defined in Sections 401 or 403 of the Code, the Primary
Annuitant will be treated as the Owner of the Contract for purposes of the Death
of Owner Distribution Rules. If there is a change in the Primary Annuitant prior
to the Annuity Date, such change will be treated as the death of the Owner. The
Death Benefit Amount will be (a) the Contract Value if the Non-Natural Owner
elects to maintain the Contract and reinvest the Contract Value into the
Contract in the same amount as immediately prior to the distribution, or (b) the
Contract Value less any withdrawal fee, withdrawal charge, charge for premium
taxes and/or other taxes if the Non-Natural Owner elects a cash distribution.
The Death Benefit will be determined as of the Business Day we receive, in a
form satisfactory to us, the request to change the Primary Annuitant and
instructions regarding continuance of the Contract or cash distribution.

Death of Owner Distribution Rules - The following rules will determine when a
distribution must be made under this Contract. These rules do not affect our
determination of the amount of death benefit proceeds payable or distribution
proceeds. If there is more than one Owner, these rules apply on the date on
which the first of these Joint Owners dies.

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<PAGE>

If the Owner dies before the Annuity Date, the Beneficiary (as that term applies
with respect to an Owner's death) must receive:

. a lump sum payment; or
. elect to receive an annuity for life or over a period that does not exceed
the life expectancy of the Beneficiary, with annuity payments that start
within one year after the Owner's death.

Unless otherwise required by law, an election to receive an annuity (in lieu of
a lump sum payment) must be made within such time frames as we may prescribe
from time to time, or the lump sum option will be deemed elected. We will
consider that deemed election as our receipt of instruction regarding payment of
death benefit proceeds.

If the spouse of the deceased Owner is the sole surviving Beneficiary, or is the
sole surviving Joint or Contingent Owner, and has an unrestricted right to
receive all death benefit proceeds in one lump sum, the spouse may continue this
Contract as Owner rather than receive the death benefit proceeds, provided that
we receive instructions to continue the Contract within such time frames as we
may prescribe from time to time.

If the Owner dies on or after the Annuity Date, but payments have not yet been
completed, then distributions of the remaining amounts payable under this
Contract must be made at least as rapidly as the rate that was being used at the
date of the Owner's death.

If the Owner is a Non-Natural Owner, the rules set forth in these Death of Owner
Distribution Rules apply in the event of the death or change of the Primary
Annuitant.

This Contract incorporates all applicable provisions of Code Section 72(s) and
any successor provision, as deemed necessary by us to qualify this Contract as
an annuity contract for federal income tax purposes, including the requirement
that, if the Owner dies before the Annuity Date, any death benefit proceeds
under this Contract shall be distributed within five years of the Owner's death
(or such other period that we offer and that is permitted under the Code or such
shorter period as we may require).

These Death of Owner Distribution Rules do not apply to Qualified Contracts
issued under Qualified Plans as defined in Sections 401, 403, 408, or 408A of
the Code or to an annuity that is a qualified funding asset as defined in Code
Section 130(d) (but without regard to whether there is a qualified assignment).

Interest on Death Benefit Proceeds - If payment of death benefit proceeds is
unduly delayed after the Notice Date, we will pay interest on the proceeds.
Interest will be paid at a rate of not less than 3% per year from the Notice
Date until the proceeds are paid or applied under an Annuity Option. If the law
in the state in which the Contract is delivered requires payment of a greater
amount, we will pay that amount.

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BENEFICIARY

Your Beneficiary is the person you name who may receive any death benefit
proceeds, or any remaining annuity payments after the Annuity Date, under your
Contract if the Annuitant or Owner dies. If you leave no surviving Beneficiary,
your estate may receive the death benefit proceeds under your Contract.

If the Beneficiary is a trustee, we will neither be responsible for verifying a
trustee's right to receive any death benefit proceeds payable, nor for how the
trustee disposes of any death benefit proceeds. If before payment of any death
benefit proceeds, we receive proper notice that the trust has been revoked or is
not in effect, then any death benefit proceeds payable will be paid to the
Owner's estate.

Adding or Changing Your Beneficiary - You may add, change, or remove any
Beneficiary, other than an irrevocable Beneficiary, subject to the terms of any
assignment, at any time prior to the death of the Annuitant or Owner, by sending
us a request in a form satisfactory to us. However, if you have named an
irrevocable Beneficiary, you may not add any new Beneficiary, or remove or
change the irrevocable Beneficiary, without obtaining his or her written consent
in a form acceptable to us. You may remove any non-irrevocable Beneficiary
without obtaining the consent of the irrevocable Beneficiary. Qualified
Contracts may have additional restrictions on naming and changing Beneficiaries.
Any change or addition will take effect only when we receive all necessary
documents and record the change or addition.

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ANNUITY BENEFITS

Choice of Annuity Date - Your Annuity Date is shown in the Contract
Specifications. If you did not select an Annuity Date in your application for
this Contract, we assigned an Annuity Date based on the type of this Contract
and the Annuitant's Age (see Default Annuity Date and Options).

You may change your Annuity Date by providing proper notice to us at least ten
(10) Business Days prior to your current Annuity Date or new Annuity Date,
whichever is earlier. Your Annuity Date may not be earlier than your first
Contract Anniversary and must occur on or before the day the younger Annuitant
reaches his or her 95th birthday, or earlier as required by state law or the
Code. You may be subject to additional restrictions under your Qualified Plan.
You should consult with your Qualified Plan administrator before you elect your
Annuity Date.

Application of Contract Value - Prior to the Annuity Date, you may elect to
convert all or part of your Net Contract Value, less any charge for premium
taxes and/or other taxes, to any currently offered Annuity Option. You may also
elect a full withdrawal (subject to the terms of the withdrawal provisions) in
lieu of annuity payments under an Annuity Option. Before we make any full
withdrawal, we require return of this Contract (or a signed Lost Contract
Affidavit) to us. The aggregate net amount you convert must be at least $10,000;
otherwise, we reserve the right to pay a single amount equal to your withdrawal
proceeds (see Amount Available for Withdrawals).

If you convert only a portion of your Net Contract Value on your Annuity Date,
you may, at that time, elect not to have the remainder of your Net Contract
Value distributed, but instead to continue your Contract with that remaining
Contract Value. This option may or may not be available, or may be available
only for certain types of Contracts. If this option is available and you elect
it, you would choose a second Annuity Date for such Contract Value; all
references in this Contract to your Annuity Start Date (or Annuity Date) would,
with regard to such Contract Value, be deemed to refer to that second Annuity
Date. You should call your tax adviser for more information if you desire this
option.

Your Selections - Prior to the Annuity Date, you may make three selections about
the annuity payments. First, you may choose whether you want those payments to
be a fixed-dollar amount or a variable-dollar amount, or both. Second, you may
choose the form of annuity payments (Annuity Option). Third, you may choose to
have annuity payments made monthly, quarterly, semiannually, or annually.

The first annuity payment on the Annuity Date will be sent on the day following
the Annuity Date and must be at least $250. We may reduce your payment frequency
if the first annuity payment is less than $250. If you elect annuity payments
for a Period Certain Only (see Annuity Options), we also reserve the right to
reduce the Period Certain to meet the $250 minimum first payment. After the
Annuity Date, you may not change the Annuity Option, or surrender the Contract
for payment of amounts converted into a variable annuity and/or fixed annuity.

Fixed and Variable Annuities - You may choose a fixed annuity (with fixed-dollar
payments), a variable annuity (with variable-dollar payments), or you may choose
a combination of both. If you select a variable annuity, you may choose any
Subaccounts for your annuity. If you select a variable annuity, on your Annuity
Date, we will convert that portion of your Net Contract Value as it is currently
allocated among the Subaccount(s). We will apply the net amount you convert to
a fixed annuity and/or a variable annuity (and in this instance, to each
Subaccount), based on your relative Account Value in each Investment Option on
the Annuity Date. Any net amount you convert to a fixed annuity will be held in
our General Account (but not under the Fixed Option).

Each periodic payment under the fixed annuity will be equal to the amount of
your first fixed annuity payment (unless you elect a joint and survivor life
annuity with reduced survivor payments). The amount of each variable annuity
periodic payment will vary with the investment results of the Subaccount(s) you
select. After the Annuity Date, you may exchange the Annuity Units in any
Subaccount(s) for Annuity Units in any other Subaccount(s) up to four times in
any twelve month period. We reserve the right to limit the Subaccounts
available, to change the number and frequency of exchanges, and to change the
number of Subaccounts you may choose.

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In choosing an Annuity Option, you must submit your Option request to us in a
form satisfactory to us.

Annuity Options - The following forms of annuity payments are available under
this Contract. Additional options may become available in the future:

Option 1: Life Only. Periodic payments are made to the designated payee during
the Annuitant's lifetime. Payments stop when the Annuitant dies.

Option 2: Life with Period Certain. Periodic payments are made to the
designated payee during the Annuitant's lifetime, with payments
guaranteed for a specified period. You may choose to have payments
guaranteed from 7 through 30 years (in full years only). If the
Annuitant dies before the guaranteed payments are completed, we pay
the Owner the remainder of the guaranteed payments, if living; if not
to the Beneficiary, if living; if not to the Owner's estate.

Option 3: Joint and Survivor Life. Periodic payments are made during the
lifetime of the Primary Annuitant. After the death of the Primary
Annuitant, periodic payments are based on the life of the secondary
Annuitant named in the election if and so long as such secondary
Annuitant lives. Payments made based on the life of the secondary
Annuitant may be in installments equal to 50%, 66-2/3% or 100% (as
specified in the election) of the original payment amount payable
during the lifetime of the Primary Annuitant. If you elect a reduced
payment based on the life of the secondary Annuitant, fixed annuity
payments will be equal to 50% or 66-2/3% of the original fixed
payment payable during the lifetime of the Primary Annuitant;
variable annuity payments will be determined using 50% or 66-2/3%, as
applicable, of the number of Annuity Units for each Subaccount
credited to the Contract. Payments stop when both Annuitants have
died.

Option 4: Period Certain Only. Periodic payments are made over a specified
period. You may choose to have payments continue from 7 through 30
years (in full years only). If the Annuitant dies before the
guaranteed payments are completed, we pay to the Owner the remainder
of the guaranteed payments, if living; if not to the Beneficiary, if
living; if not to the Owner's estate.

Default Annuity Date and Options - If you did not choose an Annuity Date when
you submitted your application for this Contract, your Annuity Date is the
Annuitant's 95th birthday. If there are Joint Annuitants, the Annuity Date will
be based on the younger Annuitant's birthday, unless otherwise required by law.

If you do not elect an Annuity Option, your Net Contract Value, and any charge
for premium taxes and/or other taxes, when converted, will, subject to our
minimum requirements, be converted as follows:

. the net amount from your Fixed Option Value will be converted to a fixed
annuity and held in our General Account, and
. the net amount from your Variable Account Value will be applied to a
variable annuity and applied to the Subaccounts in proportion to your
Account Value in each Subaccount on the Annuity Date.

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If this is a Non-Qualified Contract, or a Qualified Contract and you are not
married, your Annuity Option will be Life with 10 Year Period Certain. If this
is a Qualified Contract and you are married, your Annuity Option will be Joint
and Survivor Life, with survivor payments of 50%, and your spouse will
automatically be named as the secondary Annuitant. If you do not elect your
frequency of payments, we will make payments based on our most frequent schedule
that results in an initial annuity payment of at least $250.

Amount of Payments - The first annuity payment amount depends on the form of
annuity, the payment frequency you select, and whether you select a fixed
annuity and/or a variable annuity. If you do not choose the Period Certain Only
Option, the amount will depend on the Age of the Annuitant(s), the Annuity Date,
and the sex of the Annuitant(s), unless unisex factors apply.

Fixed Annuity Payments - The minimum guaranteed income purchased per $1,000 of
the net amount applied to a fixed annuity is based on an annual interest rate of
3% and the 1983a Mortality Table with the ages set back ten (10) years.

Conversion to Current Rates - The annuity payments made will be based on the
greater of:

. our current income factors in effect for this Contract on your Annuity
Date; or
. our guaranteed income factors.

The dollar amount of any payments after the first annuity payment is specified
during the annuity payment period according to the provisions of your elected
Annuity Option.

Variable Annuity Payments - Your Subaccount Annuity Units. For each Subaccount,
we divide the amount of the initial variable annuity payment from each
Subaccount by the Annuity Unit Value for that Subaccount (the "Annuity Unit
Value") on the Annuity Date, to obtain the number of Annuity Units for that
Subaccount. The number of your Annuity Units in each Subaccount will not change
unless exchanges of Annuity Units are made (or if the Joint and Survivor Annuity
Option is elected and the Primary Annuitant dies first), but the Annuity Unit
Value of those Annuity Units will vary.

Your Subsequent Variable Payments. The amount of each subsequent variable
annuity payment will be the sum of the amounts payable based on your Annuity
Units in each Subaccount. To determine the amount payable for each Subaccount,
we multiply the number of your Annuity Units in that Subaccount by their Annuity
Unit Value on the day in each payment period that corresponds to the Annuity
Date.

Annuity Unit Value - The initial Annuity Unit Value for each Subaccount was
arbitrarily set at $10 on the Business Day the Subaccount began operations. At
the end of each subsequent Business Day, the Annuity Unit Value for each
Subaccount is equal to (A x B) x C where:

(A) is the Subaccount's Annuity Unit Value for that Subaccount as of the end
of the prior Business Day;

(B) is the Net Investment Factor for that Subaccount for that valuation
period; and

(C) is an interest factor to offset the effect of the assumed investment
return which is built into the Annuity Option Tables.

We generally calculate the Annuity Unit Value of each Subaccount on each day the
New York Stock Exchange is open, provided our Annuities administrative offices
are also open that day.

We guarantee that the amount of each subsequent annuity payment will not be
affected by variations in our expenses or in mortality experience.

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Periodic Payments - The first payment under these Options will be determined on
the Annuity Date and will be made on the day following the Annuity Date. For a
Beneficiary entitled to a death benefit due to the death of the Annuitant, the
first payment will be made on the first day of the calendar month, or earlier at
our option, next following the day we receive due proof of the Annuitant's death
and instructions regarding payment, (called the "Payment Start Date"), and such
other documentation as we may require. Subsequent payments will be determined on
the day in each payment period that corresponds to the Payment Start Date and
will be made on the following day.

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ANNUITY OPTION TABLES

For the fixed Annuity Option and the initial variable annuity benefit, the
Tables below illustrate the minimum guaranteed monthly income purchased per
$1,000 of the net amount applied. The actuarial basis for the fixed Annuity
Option Tables is the 1983a Annuity Mortality Table with the ages set back ten
(10) years with interest at an annual rate of 3%. The Tables also illustrate the
minimum rates for the first monthly variable annuity payment per $1,000 of the
net amount applied to the variable annuity payment option. The rates for
variable annuity payments are based on an assumed investment return of 5% per
year and the 1983a Annuity Mortality Table with the ages set back ten (10)
years. Subsequent payments may be higher or lower than the first payment, based
on the investment performance of the Subaccount(s) you elect and whether you
exchange Subaccount Annuity Units.

These Tables provide for sex-distinct and unisex payment income factors for life
payment options. For some Qualified Plans and in some states, the use of sex-
distinct income factors are prohibited. For those Qualified Plans and in those
states, we use blended unisex income factors for life payment options, whether
the Annuitant is male or female.

We will provide rates for any payment frequency, interest rate, Age or Sex,
combinations thereof, and/or payout percentage or any Annuity Option, if
applicable, that we offer if they are not shown in the Tables that follow.

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OPTIONS 1 AND 2 - SINGLE LIFE ANNUITIES WITH GUARANTEED PAYMENTS FOR:

<TABLE>
<CAPTION>
Fixed Annuity Rates
- ---------------------------------------------------------------------------------
Male at 3% Female at 3% Unisex at 3%
----------------------- ----------------------- -----------------------
Age None 10 Yr. 20 Yr. None 10 Yr. 20 Yr. None 10 Yr. 20 Yr.
- --- ----- ------ ------ ----- ------ ------ ----- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
30 3.04 3.03 3.03 2.93 2.93 2.93 2.99 2.98 2.98
35 3.14 3.14 3.13 3.02 3.02 3.01 3.08 3.08 3.07
40 3.28 3.27 3.26 3.13 3.12 3.12 3.20 3.20 3.19
45 3.44 3.44 3.41 3.26 3.26 3.24 3.35 3.35 3.33
50 3.66 3.64 3.60 3.42 3.42 3.40 3.54 3.54 3.50
55 3.93 3.90 3.82 3.63 3.63 3.59 3.78 3.77 3.71
60 4.27 4.22 4.08 3.90 3.89 3.82 4.09 4.06 3.96
65 4.70 4.62 4.39 4.25 4.22 4.11 4.48 4.43 4.25
70 5.28 5.14 4.71 4.72 4.66 4.44 5.00 4.90 4.58
75 6.10 5.81 5.02 5.35 5.22 4.79 5.73 5.52 4.92
80 7.23 6.61 5.27 6.25 5.96 5.12 6.74 6.30 5.20
85 8.82 7.49 5.42 7.56 6.89 5.35 8.18 7.20 5.39
90 11.06 8.33 5.49 9.53 7.89 5.47 10.28 8.12 5.48
95 14.16 8.97 5.51 12.48 8.74 5.50 13.30 8.86 5.51

<CAPTION>
Variable Annuity Rates
- --------------------------------------------------------------------------------
Male at 5% Female at 5% Unisex at 5%
----------------------- ----------------------- -----------------------
Age None 10 Yr. 20 Yr. None 10 Yr. 20 Yr. None 10 Yr. 20 Yr.
- --- ----- ------ ------ ----- ------ ------ ----- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
30 4.38 4.37 4.36 4.29 4.29 4.29 4.34 4.33 4.33
35 4.46 4.46 4.44 4.36 4.35 4.35 4.41 4.41 4.40
40 4.57 4.56 4.54 4.44 4.44 4.42 4.51 4.50 4.49
45 4.71 4.70 4.67 4.55 4.54 4.52 4.63 4.62 4.60
50 4.91 4.89 4.82 4.69 4.68 4.65 4.80 4.78 4.74
55 5.16 5.12 5.02 4.87 4.86 4.81 5.02 4.99 4.92
60 5.48 5.41 5.24 5.12 5.09 5.01 5.30 5.26 5.13
65 5.89 5.79 5.51 5.44 5.40 5.26 5.67 5.60 5.39
70 6.46 6.28 5.80 5.89 5.80 5.55 6.18 6.05 5.68
75 7.27 6.91 6.08 6.51 6.34 5.87 6.89 6.64 5.98
80 8.41 7.68 6.29 7.39 7.05 6.16 7.90 7.38 6.23
85 10.02 8.52 6.43 8.72 7.93 6.37 9.36 8.24 6.40
90 12.29 9.30 6.49 10.71 8.88 6.47 11.49 9.10 6.48
95 15.42 9.90 6.51 13.70 9.68 6.50 14.55 9.80 6.51
</TABLE>

29
<PAGE>

OPTION 3 - JOINT AND 50% SURVIVOR LIFE

<TABLE>
<CAPTION>
Primary Annuitant
Male Age

60 65 70 75 80 85
--------------- --------------- --------------- --------------- --------------- ---------------
3% 5% 3% 5% 3% 5% 3% 5% 3% 5% 3% 5%
Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable
----- -------- ----- -------- ----- -------- ----- -------- ----- -------- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
60 3.91 5.12 4.13 5.34 4.39 5.60 4.69 5.92 5.02 6.30 5.38 6.73
Female 65 3.99 5.19 4.25 5.43 4.54 5.73 4.88 6.09 5.26 6.51 5.67 6.98
Age 70 4.06 5.25 4.36 5.53 4.70 5.87 5.10 6.27 5.55 6.75 6.03 7.29
75 4.12 5.31 4.46 5.62 4.85 6.00 5.32 6.47 5.86 7.03 6.45 7.66
80 4.17 5.36 4.54 5.70 4.98 6.13 5.54 6.67 6.18 7.33 6.91 8.08
85 4.21 5.40 4.60 5.77 5.09 6.24 5.72 6.86 6.49 7.63 7.40 8.54

<CAPTION>
Primary Annuitant
Unisex Age

60 65 70 75 80 85
--------------- --------------- --------------- --------------- --------------- ---------------
3% 5% 3% 5% 3% 5% 3% 5% 3% 5% 3% 5%
Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable
----- -------- ----- -------- ----- -------- ----- -------- ----- -------- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
60 3.84 5.05 4.07 5.27 4.34 5.54 4.65 5.86 5.00 6.24 5.39 6.69
Unisex 65 3.90 5.10 4.17 5.35 4.47 5.65 4.83 6.01 5.23 6.44 5.68 6.94
Age 70 3.96 5.15 4.25 5.43 4.60 5.76 5.02 6.17 5.49 6.66 6.03 7.24
75 4.00 5.19 4.32 5.49 4.72 5.87 5.20 6.34 5.76 6.91 6.41 7.58
80 4.03 5.23 4.38 5.55 4.81 5.96 5.36 6.49 6.02 7.15 6.81 7.96
85 4.05 5.25 4.42 5.59 4.88 6.04 5.49 6.62 6.25 7.38 7.20 8.33
</TABLE>

OPTION 4 - PERIOD CERTAIN ONLY

<TABLE>
<CAPTION>
Monthly Monthly Monthly Monthly
Income Income Income Income
--------------- --------------- --------------- ---------------
3% 5% 3% 5% 3% 5% 3% 5%
Years Fixed Variable Years Fixed Variable Years Fixed Variable Years Fixed Variable
- ----- ----- -------- ----- ----- -------- ----- ----- -------- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7 13.16 14.02 12 8.24 9.16 19 5.73 6.71 26 4.59 5.65
8 11.68 12.56 13 7.71 8.64 20 5.51 6.51 27 4.47 5.54
9 10.53 11.42 14 7.26 8.20 21 5.32 6.33 28 4.37 5.45
10 9.61 10.51 15 6.87 7.82 22 5.15 6.17 29 4.27 5.36
11 8.86 9.77 16 6.53 7.49 23 4.99 6.02 30 4.18 5.28
17 6.23 7.20 24 4.84 5.88
18 5.96 6.94 25 4.71 5.76
</TABLE>

30
<PAGE>

- --------------------------------------------------------------------------------
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

. Investment Experience Reflected in Benefits

. Variable and Fixed Accumulation Before Annuity Date; Variable and Fixed
Annuity Payments Thereafter

. Death Benefit Proceeds Payable Before Annuity Date

. Non-Participating