Common use of PURCHASE PAYMENTS Clause in Contracts

PURCHASE PAYMENTS. This Contract will not be issued until the initial Purchase Payment shown on the Schedule is received by us and accepted at our Customer Service Center. The initial Purchase Payment is due on the issue date. A receipt will be furnished upon request. Any subsequent Purchase Payments may be made at any time prior to the Annuity Date subject to our requirements at the time the Purchase Payment is made. We reserve the right to modify the requirements. The requirements in effect on the issue date are shown on the Schedule. No benefit associated with any Purchase Payment will be provided until the Purchase Payment is accepted by us at our Customer Service Center. We reserve the right to refuse to accept additional Purchase Payments at any time for any reason. PURCHASE PAYMENT ALLOCATION The initial Purchase Payment will be allocated to the Subaccounts and to the Guaranteed Interest Account as you directed in the application and as indicated on the Schedule. We allocate any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis as the initial Purchase Payment unless we receive a Written Notice with new instructions. In states where we are required to refund Purchase Payments during the Free Look Period, that portion of the initial Purchase Payment to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the Purchase Payment, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). All income, gains and losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out of any other business we may conduct. We have the right to transfer to our General Account any assets of the Variable Account that are in excess of such reserves and other liabilities. The Variable Account is divided into Subaccounts, each of which invests in a corresponding Portfolio designed to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities:

PURCHASE PAYMENTS. This Contract will not be issued until the initial Purchase Payment shown on the Schedule is received by us and accepted at our Customer Service Center. The initial Purchase Payment is due on the issue dateCertificate Date. A receipt will It must be furnished upon requestpaid at Our Office in United States currency. Any subsequent Purchase Payments may be made at any time prior to Coverage under a Certificate does not take effect until We have accepted the Annuity Date subject to our requirements at the time the initial Purchase Payment is madeduring a Certificate Owner's lifetime. Each Purchase Payment after the Certificate Date must be at least the amount shown on the Certificate Schedule. Provided the Certificate Value under a Certificate does not go to zero, a Certificate will stay in force until the Income Date even if a Certificate Owner make no payments after the initial one. We reserve the right to modify the requirementsreject any subsequent Purchase Payment. The requirements in effect on the issue date are shown on the Schedule. No benefit associated with any Allocation of Purchase Payment will be provided until the Payments An initial Purchase Payment is accepted allocated to the Sub-accounts of the Variable Account, and to the Fixed Account if available, in accordance with the selections made by us a Certificate Owner at our Customer Service Centerthe Certificate Date. Unless otherwise changed by a Certificate Owner, subsequent Purchase Payments are allocated in the same manner as the initial Purchase Payment. Allocation of Purchase Payments is subject to the terms and conditions imposed by Us. We reserve the right to refuse to accept additional allocate initial Purchase Payments at to the Money Market Sub-account until the expiration of the Right to Examine Certificate period set forth on the first page of the Group Contract and the Certificate. The Contract The Group Contract, including the application, if any, and any time for attached rider or endorsement constitute the entire contract between the Group Contract Owner and Us. All statements made by the Group Contract Owner, any reason. PURCHASE PAYMENT ALLOCATION The initial Purchase Payment Certificate Owner or any Annuitant will be allocated to the Subaccounts deemed representations and to the Guaranteed Interest Account as you directed not warranties. No such statement will be used in any contest unless it is contained in the application signed by the Group Contract Owner or in a written instrument signed by the Certificate Owner, a copy of which has been furnished to the Certificate Owner, the Beneficiary or to the Group Contract Owner. Only Our President or Secretary may agree to change any of the terms of the Group Contract. Any changes must be in writing. Any change to the terms of a Certificate must be in writing and with Certificate Owner's consent, unless provided otherwise by the Group Contract and the Certificate. To assure that the Group Contract and the Certificate will maintain their status as indicated on a variable annuity under the ScheduleInternal Revenue Code, We reserve the right to change the Group Contract and any Certificate issued thereunder to comply with future changes in the Internal Revenue Code, any regulations or rulings issued thereunder, and any requirements otherwise imposed by the Internal Revenue Service. The Group Contract Owner and the affected Certificate Owner will be sent a copy of any such amendment. We allocate any subsequent Purchase Payment among reserve the Subaccounts and right, subject to compliance with the Guaranteed Interest Account on law as currently applicable or subsequently changed, to: (a) operate the same basis as the initial Purchase Payment unless we receive a Written Notice with new instructions. In states where we are required to refund Purchase Payments during the Free Look Period, that portion of the initial Purchase Payment to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the Purchase Payment, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust in any form permitted under the Investment Company Act of 1940 1940, as amended, (the "1940 Act"). All income, gains or in any other form permitted by law; (b) take any action necessary to comply with or obtain and lossescontinue any exemptions from the 1940 Act, realized or unrealizedto comply with any other applicable law; (c) transfer any assets in any Sub-account to another Sub-account, from assets allocated or to one or more separate investment accounts, or the General Account; or to add, combine or remove Sub-accounts in the Variable Account; and (d) change the way We assess charges, so long as We do not increase the aggregate amount beyond that currently charged to the Variable Account are credited to or charged against and the Eligible Funds in connection with a Certificate. If the shares of any of the Eligible Funds should become unavailable for investment by the Variable Account without regard to other income, gains or losses if in Our judgment further investment in such Portfolio shares should become inappropriate in view of the Company. The assets purpose of the Variable Account are our propertyCertificate, but are separate from our General Account and We may add or substitute shares of another mutual fund for the Portfolio shares already purchased under the Certificate. No substitution of Portfolio shares in any other separate Sub-account maintained by us. That portion may take place without prior approval of the assets of the Variable Account which is equal Securities and Exchange Commission and notice to the reserves and other Contract liabilities with respect affected Certificate Owners, to the Variable Account is not chargeable with liabilities arising out of any other business we may conduct. We have the right to transfer to our General Account any assets of the Variable Account that are in excess of such reserves and other liabilities. The Variable Account is divided into Subaccounts, each of which invests in a corresponding Portfolio designed to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review extent required by the SEC and other regulatory authorities:1940 Act.

PURCHASE PAYMENTS. PURCHASE PAYMENTS - This Contract will not be issued in force until we receive the initial Purchase Payment shown on the Schedule is received by us and accepted at our Customer Service CenterPayment. The Your initial Purchase Payment is due 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 $100 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 $500,000. Purchase Payments are payable in U.S. dollars either at our Service Center or through our agent. Checks should be made payable to Pacific Mutual 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 PM 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 issue dateContract Date are shown on your Contract Specifications page. A receipt You may change your allocation by sending us proper instructions (see GENERAL PROVISIONS: INSTRUCTIONS AND REQUESTS). We will be furnished upon requestallocate any Purchase Payment according to your most recent allocation instructions. We may reject any instruction or Purchase Payment that does not comply with our requirements. ALLOCATIONS DURING THE RIGHT TO CANCEL PERIOD - We will allocate your initial Purchase Payment in accordance with your most recent allocation instructions. However, if this Contract is issued in a state that requires us 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 Portfolio, and the portion of your initial Purchase Payment designated for the Fixed Option to the Fixed Option. Any subsequent Purchase Payments may that are received before the Right to Cancel Transfer Date will be made at any time prior allocated in the same manner as the initial Purchase Payment. On the Right to Cancel Transfer Date, which occurs 15 days after your Contract is issued, we will transfer the Annuity Date subject Account Value in the Money Market Portfolio to our requirements at the time the Purchase Payment is madeyour Variable Investment Options in accordance with your most recent allocation instructions. We reserve the right to modify extend the requirements. The requirements Right to Cancel Transfer Date by the number of days in effect on excess of ten days that the issue date are shown on the Schedulestate allows you to return your Contract to us pursuant to your Right to Cancel right. No benefit associated with any Purchase Payment will be provided until the Purchase Payment is accepted by us at our Customer Service Center. MINIMUM INVESTMENT OPTION VALUE - We reserve the right to refuse require that, as a result of any allocation to accept additional Purchase Payments at an Investment Option, any time for transfer, or any reason. PURCHASE PAYMENT ALLOCATION The initial Purchase Payment will be allocated to the Subaccounts and to the Guaranteed Interest partial withdrawal, your remaining Account as you directed Value in the application and as indicated on the Scheduleany Investment Option must meet a minimum Account Value amount. We allocate any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis as the initial Purchase Payment unless we receive a Written Notice with new instructions. In states where we are required to refund Purchase Payments during the Free Look Period, that portion of the initial Purchase Payment to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the Purchase Payment, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). All income, gains and losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out of any other business we may conduct. We have also reserve the right to transfer any remaining Account Value that does not meet such minimum amount to our General Account any assets of the Variable Account that are in excess of such reserves and your other liabilities. The Variable Account is divided into Subaccounts, each of which invests in Investment Options on a corresponding Portfolio designed prorata basis relative to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities:your most recent allocation instructions for those Investment Options.

PURCHASE PAYMENTS. This Contract will not be issued until the initial Purchase Payment shown on the Schedule is received by us and accepted at our Customer Service Center. The initial Purchase Payment is due on the issue dateContract Date. A receipt will It must be furnished upon requestpaid at Our Office in United States currency. Any subsequent Purchase Payments may be made at any time prior to Coverage under a Contract does not take effect until We have accepted the Annuity Date subject to our requirements at the time the initial Purchase Payment is madeduring Your lifetime. Each Purchase Payment after the Contract Date must be at least the amount shown on the Contract Schedule. Provided the Contract Value under a Contract does not go to zero, a Contract will stay in force until the Income Date even if You make no payments after the initial one. We reserve the right to modify the requirementsreject any subsequent Purchase Payment. The requirements in effect on the issue date are shown on the Schedule. No benefit associated with any Allocation of Purchase Payment will be provided until the Payments Your initial Purchase Payment is accepted allocated to the Sub-accounts of the Variable Account and to the Fixed Account, if available, in accordance with the selections made by us You at our Customer Service Centerthe Contract Date. Unless otherwise changed by You, subsequent Purchase Payments are allocated in the same manner as the initial Purchase Payment. Allocation of Purchase Payments is subject to the terms and conditions imposed by Us. We reserve the right to refuse to accept additional allocate initial Purchase Payments at to the Money Market Sub-account until the expiration of the Right to Examine Contract period set forth on Page 1 of the Contract. The Contract This contract form, any time for attached copy of the application, and any reasonattached riders or endorsements make up the entire contract between You and Us. PURCHASE PAYMENT ALLOCATION The initial Purchase Payment All statements made by the Contract Owner or any Annuitant will be allocated to the Subaccounts deemed representations and to the Guaranteed Interest Account as you directed not warranties. No such statement will be used in any contest unless it is contained in the application and as indicated on signed by You, a copy of which has been furnished to You, or to the ScheduleBeneficiary. We allocate Only Our President or Secretary may agree to change any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis as the initial Purchase Payment unless we receive a Written Notice with new instructions. In states where we are required to refund Purchase Payments during the Free Look Period, that portion of the initial Purchase Payment to terms of the Contract. Any changes must be allocated to any Subaccount is allocated in writing. Any change to the Fidelity VIP Money Market Subaccount for terms of a period of 15 days from Contract must be in writing and with Your Consent, unless provided otherwise by the date Contract. To assure that the Contract will maintain its status as a variable annuity under the Internal Revenue Code, We reserve the right to change this Contract to comply with future changes in the Internal Revenue Code, any regulations or rulings issued thereunder, and any requirements otherwise imposed by the Internal Revenue Service. You will be sent a copy of any such amendment as well as a copy of the regulatory change requiring the amendment. If the issue state shown on Page 3 is mailed from the Customer Service Center. At the expiration of this periodConnecticut or Massachusetts, such portion of amendment will be filed for approval with the Purchase Paymentstate's insurance supervisory official. We reserve the right, subject to compliance with the law as adjusted to reflect currently applicable or subsequently changed, to: (a) operate the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust in any form permitted under the Investment Company Act of 1940 1940, as amended, (the "1940 Act"). All income, gains or in any other form permitted by law; (b) take any action necessary to comply with or obtain and lossescontinue any exemptions from the 1940 Act, realized or unrealizedto comply with any other applicable law; (c) transfer any assets in any Sub-account to another Sub-account, from assets allocated or to one or more separate investment accounts, or the General Account; or to add, combine or remove Sub-accounts in the Variable Account; and (d) change the way We assess charges, so long as We do not increase the aggregate amount beyond that currently charged to the Variable Account are credited to or charged against and the Eligible Funds in connection with this Contract. If the shares of any of the Eligible Funds should become unavailable for investment by the Variable Account without regard to other income, gains or losses if in Our judgment further investment in such Portfolio shares should become inappropriate in view of the Company. The assets purpose of the Variable Account are our propertyContract, but are separate from our General Account We may add or substitute shares of another mutual fund for the Portfolio shares already purchased under the Contract. No substitution of Portfolio shares in any Sub-account may take place without prior approval of the Securities and Exchange Commission and notice to the affected Contract Owners, to the extent required by the 1940 Act. Contract Owner The Contract Owner and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Joint Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out of any other business we may conduct. We have the right to transfer to our General Account any assets of the Variable Account that are in excess of such reserves and other liabilities. The Variable Account is divided into Subaccounts, each of which invests in a corresponding Portfolio designed to meet the objectives of the Subaccount. The current Subaccounts Owner are shown on Page 3. They may be changed by You. If You change an owner who is also the ScheduleAnnuitant, the owner being changed will still be the Annuitant. We may, from time to timeYou may exercise all rights of this Contract while it is In Force, subject to review the rights of: (a) any assignee under an assignment filed with Us; and (b) any irrevocably-named beneficiary. Joint Contract Owner A Contract may be owned by Joint Contract Owners. Upon the SEC and death of any Contract Owner or Joint Contract Owner, the surviving owner(s) will be the primary Beneficiary(ies). Any other regulatory authorities:beneficiary designation will be treated as a Contingent Beneficiary unless otherwise indicated in a Written Request filed with Us.

PURCHASE PAYMENTS. This Contract will not be issued until the initial Purchase Payment shown on the Schedule is received by us and accepted at our Customer Service Center. The initial Purchase Payment is due on the issue date. A receipt will be furnished upon request. Any subsequent Purchase Payments may be made at any time prior to the Annuity Date subject to our requirements at the time the Purchase Payment is made. We reserve the right to modify the requirements. The requirements in effect on the issue date are shown on the Schedule. No benefit associated with any Purchase Payment will be provided until the Purchase Payment is accepted by us at our Customer Service Center. We reserve the right to refuse to accept additional Purchase Payments at any time for any reason. PURCHASE PAYMENT ALLOCATION The initial Purchase Payment will be allocated to the Subaccounts and to the Guaranteed Interest Account as you directed in the application and as indicated on the Schedule. We allocate any subsequent Any Purchase Payment among the Subaccounts and Payments made thereafter will be allocated to each Subaccount and/or the Guaranteed Interest Account on in the same basis proportion that each of your Subaccount Accumulation Values and Guaranteed Interest Account Accumulation Value bears to your Accumulation Value as of the initial date we accept that additional Purchase Payment unless we receive at our Customer Service Center. You may designate a different allocation with respect to any Purchase Payment by sending us Written Notice with new instructionsthe Purchase Payment. In states where we are required to refund Purchase Payments during the Free Look Period, that portion of the initial Purchase Payment to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Form 15208-95 Service Center. At the expiration of this period, such portion of the Purchase Payment, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). All income, gains and losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out of any other business we may conduct. We have the right to transfer to our General Account any assets of the Variable Account that are in excess of such reserves and other liabilities. The Variable Account is divided into Subaccounts, each of which invests in a corresponding Portfolio designed to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities:

PURCHASE PAYMENTS. PURCHASE PAYMENTS - This Contract will not be issued in force until we receive the initial Purchase Payment shown on the Schedule is received by us and accepted at our Customer Service CenterPayment. The Your initial Purchase Payment is due on shown in the issue dateContract Specifications. A receipt will be furnished upon request. Any subsequent Purchase Payments You may be made at any time prior to the Annuity Date subject to our requirements at the time the Purchase Payment is made. We reserve the right to modify the requirements. The requirements in effect on the issue date are shown on the Schedule. No benefit associated with any Purchase Payment will be provided until the Purchase Payment is accepted by us at our Customer Service Center. We reserve the right to refuse to accept 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 reasonsingle Purchase Payment. You must obtain our consent before making a Purchase Payment that will bring your aggregate Purchase Payments over $500,000. Purchase Payments are payable in U.S. dollars either at our Service Center or through our agent. Checks should be made payable to Pacific Mutual 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 PM 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 proper instructions (see GENERAL PROVISIONS: INSTRUCTIONS AND REQUESTS). We will allocate any Purchase Payment according to your most recent allocation instructions. We may reject any instruction or Purchase Payment that does not comply with our requirements. 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 Portfolio, and the portions of your initial Purchase Payment designated for the Fixed Option or the GIOs to those respective options. Any subsequent Purchase Payments that are received before the end of the Right to Cancel Period will be allocated to the Subaccounts and to the Guaranteed Interest Account as you directed in the application and as indicated on the Schedule. We allocate any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis manner as the initial Purchase Payment unless Payment. Fifteen days after the Contract Date, we receive a Written Notice will transfer the Account Value in the Money Market Portfolio to your Variable Investment Options in accordance with new your most recent allocation instructions. In states where we are required MINIMUM INVESTMENT OPTION VALUE - We reserve the right to refund Purchase Payments during the Free Look Period, that portion of the initial Purchase Payment to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the Purchase Paymentrequire that, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). All income, gains and losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out result of any other business we may conductallocation to an Investment Option, any transfer, or any partial withdrawal, your remaining Account Value in any Investment Option must meet a minimum Account Value amount. We have also reserve the right to transfer any remaining Account Value that does not meet such minimum amount to our General Account any assets of the Variable Account that are in excess of such reserves and your other liabilities. The Variable Account is divided into Subaccounts, each of which invests in Investment Options on a corresponding Portfolio designed prorata basis relative to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities:your most recent allocation instructions for those Investment Options.

PURCHASE PAYMENTS. PURCHASE PAYMENTS - This Contract will not be issued in force until we receive at our Service Center the initial Purchase Payment shown on the Schedule is received by us and accepted at our Customer Service CenterPayment. The Your initial Purchase Payment is due 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 issue dateContract Date are shown on your Contract Specifications page. A receipt You may change your allocation by sending us instructions in a form satisfactory to us. (see GENERAL PROVISIONS: PAYMENTS, INSTRUCTIONS AND REQUESTS). We will be furnished upon requestallocate 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 may 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 at any time prior to the Annuity Date subject to our requirements this Contract. The Credit Enhancement will be applied at the time the Purchase Payment is made. We reserve the right to modify the requirementseffective. The requirements Credit Enhancement will be allocated among Investment Options in effect on the issue date are shown on same proportion as the Scheduleapplicable Purchase Payment. No benefit associated with any The Credit Enhancement for each Purchase Payment will be provided until based on the total Purchase Payments made into this Contract less the total withdrawals, including any withdrawal charges, from this Contract, as of the date of the Purchase Payment. The Credit Enhancement, as a percentage of the Purchase Payment is accepted by us set out below. TOTAL PURCHASE PAYMENTS LESS TOTAL WITHDRAWALS CREDIT ENHANCEMENT ---------------------------------------------- ------------------ LESS THAN $100,000 3.0% AT LEAST $100,000 BUT LESS THAN $2,500,000 4.0% $2,500,000 OR MORE 5.0% On the first Contract Anniversary, we will calculate the total Purchase Payments made into this Contract less the total withdrawals, including withdrawal charges, from this Contract during the first Contract Year. If that total amount is at our Customer Service Centerleast $100,000, all prior Purchase Payments that received a 3.0% Credit Enhancement on the date they were made will receive an additional 1.0% Credit Enhancement on the first Contract Anniversary. We reserve the right will apply this additional 1.0% Credit Enhancement as a percentage of any Purchase Payment that received a 3.0% Credit Enhancement. We will not apply this 1.0% Credit Enhancement to refuse to accept additional those first year Purchase Payments that received a 4.0% or 5.0% Credit Enhancement at any the time for any reasonthey were made. PURCHASE PAYMENT ALLOCATION The initial Purchase Payment We will be allocated allocate the additional 1.0% Credit Enhancement among Investment Options according to the Subaccounts and to the Guaranteed Interest Account most recent allocation instructions as you directed in the application and as indicated on the Schedule. We allocate any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis as the initial Purchase Payment unless we receive a Written Notice with new instructions. In states where we are required to refund Purchase Payments during the Free Look Period, that portion of the initial Purchase Payment to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the first Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the Purchase Payment, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). All income, gains and losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out of any other business we may conduct. We have the right to transfer to our General Account any assets of the Variable Account that are in excess of such reserves and other liabilities. The Variable Account is divided into Subaccounts, each of which invests in a corresponding Portfolio designed to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities:Anniversary.

PURCHASE PAYMENTS. This Contract will not be issued until the initial Purchase Payment shown on the Schedule is received by us and accepted at our Customer Service Center. The initial Purchase Payment is due on the issue dateContract Date. A receipt will be furnished upon request. Any subsequent Additional Purchase Payments You may be made make additional Purchase Payments at any time prior to before the Annuity Date subject to our requirements at the time the Commencement Date. The minimum amount allowed as an additional Purchase Payment is madedefined on the Contract data pages. We reserve the right to modify limit the requirementsmaximum amount of additional Purchase Payments we will accept based on our rules in effect at the time of the payment. Where to Send Purchase Payments Send each Purchase Payment to our Service Center. Make any checks payable to GE Capital Life Assurance Company of New York. Allocation of Purchase Payments You may allocate Purchase Payments to one or more Investment Options. The requirements in effect on the issue date are maximum number of Investment Option allocations allowed is shown on the ScheduleContract data pages. No benefit associated The minimum percentage of each Purchase Payment that may be allocated to any particular Investment Option is also provided on the Contract data pages. Purchase Payments will be allocated in accordance with your instructions we have on file. You may change the allocation of later Purchase Payments at any time, without charge, by sending a notice to us at our Service Center. The notice must be in writing or in any form acceptable to us. The allocation will apply to Purchase Payments received after we receive the change. MONTHLY INCOME BENEFIT -------------------------------------------------------------------------------- We will pay you, unless another Payee is designated, a monthly income for a guaranteed minimum period beginning on the Annuity Commencement Date if the Annuitant(s) is still living. Each monthly Income Payment will be made in one payment regardless of the number of Payees. For a single Annuitant, payments will be made automatically under a Life Income with 10 Year Period Certain plan unless you choose otherwise. Under the Life Income with 10 Year Period Certain plan, if the Annuitant lives longer than 10 years, payments will continue for his or her life. If the Annuitant dies before the end of 10 years, the remaining payments for the 10-year period will continue to you or to a designated Payee. For Joint Annuitants, payments will be made automatically under a Joint Life and Survivor Income with 10 Year Period Certain plan unless you choose otherwise. On the death of the first Annuitant, the monthly income benefit will continue to be made for as long as the survivor lives. If both Annuitants die before the end of 10 years, the remaining payments for the 10-year period will continue to you or to a designated Payee. You may elect to receive the Annuity Commencement Value in a lump sum instead of receiving a monthly income. If you choose to receive payment in a lump sum then we will pay you the Annuity Commencement Value less any premium tax and any applicable charges including surrender charges. If we pay the Annuity Commencement Value in a lump sum, we will have no further obligation under the Contract. The initial Income Payment under the automatic monthly payment plan is calculated by multiplying (a) times (b), divided by (c) where: (a) is the monthly payment rate per $1000, shown under the Optional Payment Plans for either the Life Income 10 years Certain or the Joint Life and Survivor Income, using the gender(s) and settlement age(s) of the Annuitant(s), instead of the Payee, on the Annuity Commencement Date. The age used to determine the payment may be subject to an age adjustment as shown in the "Maximum Age Adjustment Table" in the Optional Payment Plans section; (b) is the Annuity Commencement Value; and (c) is $1000. The annuity benefits at the time of their commencement will not be less than those that would be provided until by the Purchase Payment is accepted application of an amount to purchase any single consideration immediate annuity contract offered by us at our Customer Service Centerthe time to the same class of annuitants. The amount to purchase the single consideration immediate annuity contract will be the greater of the Surrender Value or 95% of what the Surrender Value would be if there was no surrender charge. We do not currently sell a single consideration immediate annuity contract. Income Payments will be made monthly unless quarterly, semi-annual or annual payments are chosen by written request. However, if any payment made more frequently than annually would be or becomes less than $20, we reserve the right to refuse reduce the frequency of payments to accept additional Purchase Payments an interval that would result in each payment being at any time for any reasonleast $20. PURCHASE PAYMENT ALLOCATION If the annual payment is less than $20, we will pay the Annuity Commencement Value and the Contract will terminate effective as of the Annuity Commencement Date. Annuity Commencement Date The initial Purchase Payment will be allocated to the Subaccounts and to the Guaranteed Interest Account as you directed in the application and as indicated Annuity Commencement Date is provided on the ScheduleContract data pages, unless changed after issue. We allocate You may change the Annuity Commencement Date to any subsequent Purchase Payment among date at least 13 months after your Contract Date. The Annuity Commencement Date cannot be a date later than the Subaccounts and Contract anniversary on which the Guaranteed Interest Account on the same basis as the initial Purchase Payment unless we receive a Written Notice with new instructions. In states where we are required to refund Purchase Payments during the Free Look PeriodAnnuitant, that portion or younger of the initial Purchase Payment to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this periodJoint Annuitants, such portion of the Purchase Payment, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established reaches age 90 unless allowed by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of and regulations then in effect and approved by the Company. The Variable Account is registered as To make a unit investment trust under change, send us written notice before the Investment Company Act of 1940 (Annuity Commencement Date then in effect. If you change the "1940 Act"). All incomeAnnuity Commencement Date, gains and losses, realized or unrealized, from assets allocated to Xxxxxxx Commencement Date will then mean the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out of any other business we may conduct. We have the right to transfer to our General Account any assets of the Variable Account that are in excess of such reserves and other liabilities. The Variable Account is divided into Subaccounts, each of which invests in a corresponding Portfolio designed to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities:new Annuity Commencement Date you selected.

PURCHASE PAYMENTS. Initial Purchase Payment - This Contract will not be issued in force until the initial Purchase Payment shown on the Schedule is received by us and accepted we receive at our Customer Service CenterCenter the Initial Purchase Payment. The initial Initial Purchase Payment is due on shown in the issue dateContract Specifications. A receipt will be furnished upon request. Any subsequent Additional Purchase Payments - You may be made at any time prior to the Annuity Date subject to our requirements at the time the Purchase Payment is made. We reserve the right to modify the requirements. The requirements in effect on the issue date are shown on the Schedule. No benefit associated with any Purchase Payment will be provided until the Purchase Payment is accepted by us at our Customer Service Center. We reserve the right to refuse to accept make additional Purchase Payments at any time for any reasonbefore the Annuity Date, while the Annuitant is living and this Contract is in force. PURCHASE PAYMENT ALLOCATION The initial 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 the aggregate Purchase Payments over the Maximum Purchase Payment amount shown in the Contract Specifications. 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 & Annuity Company. If you make Purchase Payments by check other than a cashier's check, withdrawal payments and any refund under the Right to Cancel provision may be delayed until your check has cleared. On request, a receipt for the Purchase Payment signed by an officer of the Company will be allocated provided after payment. Purchase Payment Allocation - Prior to the Subaccounts and Annuity Date, you may allocate all or part of Purchase Payments to one or more of the Guaranteed Interest Account as you directed Investment Options available under this Contract. The Investment Options available on the Contract Date are shown in the application and as indicated on Contract Specifications. You may change the SchedulePurchase Payment allocation by providing us with instructions in a form satisfactory to us. We will allocate any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis as the initial according to your most recent allocation instructions. We may reject any instruction or Purchase Payment unless if your instructions are not clear and we receive a Written Notice with new cannot determine your allocation instructions. In states where we are required Allocations During the Right to refund Purchase Payments during Cancel Period - We will allocate the Free Look Period, that portion of the initial Initial Purchase Payment in accordance with your most recent allocation instructions. Minimum Investment Option Value - We reserve the right to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the Purchase Paymentrequire that, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). All income, gains and losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out result of any other business we may conductallocation to an Investment Option, any transfer, or any withdrawal, your remaining Account Value in any Investment Option must be at least $500. We have also reserve the right to transfer any remaining Account Value that does not meet such minimum amount to our General Account any assets of the Variable Account that are in excess of such reserves and your other liabilities. The Variable Account is divided into Subaccounts, each of which invests in Investment Options on a corresponding Portfolio designed pro rata basis relative to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities:your most recent allocation instructions for those Investment Options.

PURCHASE PAYMENTS. This Contract will not be issued until the initial Purchase Payment shown on the Schedule is received by us and accepted at our Customer Service Center. The initial Purchase Payment is due on the issue dateContract Date. A receipt will be furnished upon request. Any subsequent Additional Purchase Payments You may be made make additional Purchase Payments at any time prior to before the Annuity Date subject to our requirements at the time the Commencement Date. The minimum amount allowed as an additional Purchase Payment is madedefined on the Contract data pages. We reserve the right to modify limit the requirementsmaximum amount of any additional Purchase Payment we will accept based on our rules in effect at the time of the payment. Where to Send Purchase Payments Send each Purchase Payment to our Home Office. Make any checks payable to GE Life and Annuity Assurance Company. Allocation of Purchase Payments You may allocate Purchase Payments to one or more Investment Options. The requirements in effect on the issue date are maximum number of Investment Option allocations allowed is shown on the ScheduleContract data pages. No benefit associated with any The minimum percentage of each Purchase Payment that may be allocated to any particular Investment Option is also provided on the Contract data pages. Purchase Payments will be provided until allocated in accordance with your instructions we have on file. You may change the Purchase Payment is accepted by us at our Customer Service Center. We reserve the right to refuse to accept additional allocation of later Purchase Payments at any time time, without charge, by sending a notice to us at our Home Office. The notice must be in writing or in any form acceptable to us. The allocation will apply to Purchase Payments received after we receive the change. MONTHLY INCOME BENEFIT -------------------------------------------------------------------------------- We will pay you a monthly income for a guaranteed minimum period beginning on the Annuity Commencement Date if the Annuitant(s) is still living. The monthly income will be a Variable Income Payment similar to that described in the provision titled "Variable Income Options" under the Optional Payment Plans section. Payments will be made automatically under a Life Income with 10 Years Certain plan or a Joint Life and Survivor Income with 10 years Certain plan, unless you choose otherwise. Under the Life Income 10 Years Certain plan, if the Annuitant lives longer than 10 years, payments will continue for his or her life. If the Annuitant dies before the end of ten years, the remaining payments for the ten year period will be discounted at the same rate used to calculate the monthly income. The discounted amount will be paid in one sum to you. Under the Joint Life and Survivor Income plan, if any reasonAnnuitant lives longer than 10 years, payments will continue for the surviving Annuitant's lifetime. PURCHASE PAYMENT ALLOCATION If both Annuitants die before the end of ten years, the remaining payments for the ten year period will be discounted at the same rate used to calculate the monthly income. The discounted amount will be paid in one sum to you. At any time, while the Annuitant(s) is living, and before the Annuity Commencement Date, you may choose to change the payment plan by written request. If you do choose a different plan, the monthly income will reflect the plan chosen. Payment plans which base payment on the life or lives of one or more individuals will base such payment on the life of the Annuitant or the Annuitant and Joint Annuitant. You may elect to receive the Annuity Commencement Value in a lump sum instead of receiving a monthly income. If we pay the Annuity Commencement Value in a lump sum, we will have no further obligations under the Contract. The initial Purchase Income Payment will be allocated to the Subaccounts and to the Guaranteed Interest Account as you directed in the application and as indicated on the Schedule. We allocate any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis as the initial Purchase Payment unless we receive a Written Notice with new instructions. In states where we are required to refund Purchase Payments during the Free Look Period, that portion of the initial Purchase Payment to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the Purchase Payment, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 automatic monthly payment plan is calculated by multiplying (the "1940 Act"a) times (b). All income, gains and losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained divided by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out of any other business we may conduct. We have the right to transfer to our General Account any assets of the Variable Account that are in excess of such reserves and other liabilities. The Variable Account is divided into Subaccounts, each of which invests in a corresponding Portfolio designed to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities(c) where:

PURCHASE PAYMENTS. Initial Purchase Payment — This Contract will not be issued in force until the initial Purchase Payment shown on the Schedule is received by us and accepted we receive at our Customer Service CenterCenter the Initial Purchase Payment. The initial Initial Purchase Payment is due on shown in the issue dateContract Specifications. A receipt will be furnished upon request. Any subsequent Additional Purchase Payments — You may make additional Purchase Payments within the first 60 days of the Contract Date, while the Annuitant is living and this Contract is in force. Each additional Purchase Payment must be at least $1,000. We may limit the amount of any single Purchase Payment. You must obtain our consent before making a Purchase Payment that will bring the aggregate additional Purchase Payments or aggregate Purchase Payments over the Maximum Purchase Payment amounts shown in the Contract Specifications. 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, withdrawal payments and any refund under the Right to Cancel provision may be made at any time prior to the Annuity Date subject to our requirements at the time delayed until your check has cleared. On request, a receipt for the Purchase Payment is made. We reserve signed by an officer of the right to modify the requirements. The requirements in effect on the issue date are shown on the Schedule. No benefit associated with any Purchase Payment Company will be provided until the after payment. Purchase Payment is accepted by us at our Customer Service Center. We reserve the right to refuse to accept additional Allocation — You may allocate all or part of your Purchase Payments at any time for any reasonto one or more of the Investment Options available under this Contract. PURCHASE PAYMENT ALLOCATION The initial Investment Options available on the Contract Date are shown in the Contract Specifications. The following conditions apply: • At least 80% of the Initial Purchase Payment will must be allocated to the Subaccounts and FAO. • No more than 20% of the Initial Purchase Payment may be made to the Guaranteed Interest Account Variable Investment Options. • Subsequent Purchase Payments will be allocated at the same percentage to the investment options as you directed in the application and as indicated on the ScheduleInitial Purchase Payment, unless otherwise instructed. We allocate However, any subsequent Purchase Payment among is subject to the Subaccounts and first two conditions listed above. Subject the Guaranteed Interest Account on above conditions, you may change the same basis as the initial Purchase Payment unless we receive allocation by providing us with instructions in a Written Notice with new form satisfactory to us. We will allocate any Purchase Payment according to your most recent allocation instructions. In states where we are required to refund Purchase Payments during the Free Look Period, that portion of the initial We may reject any instruction or Purchase Payment to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the Purchase Payment, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). All income, gains and losses, realized if your instructions are not clear or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is we cannot chargeable with liabilities arising out of any other business we may conduct. We have the right to transfer to our General Account any assets of the Variable Account that are in excess of such reserves and other liabilities. The Variable Account is divided into Subaccounts, each of which invests in a corresponding Portfolio designed to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities:determine your allocation instructions.

PURCHASE PAYMENTS. Initial Purchase Payment - This Contract will not be issued in force until the initial Purchase Payment shown on the Schedule is received by us and accepted we receive at our Customer Service CenterCenter the Initial Purchase Payment. The initial Initial Purchase Payment is due on shown in the issue dateContract Specifications. A receipt will be furnished upon request. Any subsequent Additional Purchase Payments - You may be made at any time prior to the Annuity Date subject to our requirements at the time the Purchase Payment is made. We reserve the right to modify the requirements. The requirements in effect on the issue date are shown on the Schedule. No benefit associated with any Purchase Payment will be provided until the Purchase Payment is accepted by us at our Customer Service Center. We reserve the right to refuse to accept make additional Purchase Payments at any time for any reasonbefore the Annuity Date, while the Annuitant is living and this Contract is in force. PURCHASE PAYMENT ALLOCATION The initial 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 the aggregate Purchase Payments over the Maximum Purchase Payment amount shown in the Contract Specifications. 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, withdrawal payments and any refund under the Right to Cancel provision may be delayed until your check has cleared. On request, a receipt for the Purchase Payment signed by an officer of the Company will be allocated provided after payment. Purchase Payment Allocation - Prior to the Subaccounts and Annuity Date, you may allocate all or part of Purchase Payments to one or more of the Guaranteed Interest Account as you directed Investment Options available under this Contract. The Investment Options available on the Contract Date are shown in the application and as indicated on Contract Specifications. You may change the SchedulePurchase Payment allocation by providing us with instructions in a form satisfactory to us. We will allocate any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis as the initial according to your most recent allocation instructions. We may reject any instruction or Purchase Payment unless if your instructions are not clear and we receive a Written Notice with new cannot determine your allocation instructions. In states where we are required Allocations During the Right to refund Purchase Payments during Cancel Period - We will allocate the Free Look Period, that portion of the initial Initial Purchase Payment in accordance with your most recent allocation instructions. Minimum Investment Option Value - We reserve the right to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the Purchase Paymentrequire that, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). All income, gains and losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out result of any other business we may conductallocation to an Investment Option, any transfer, or any withdrawal, your remaining Account Value in any Investment Option must be at least $500. We have also reserve the right to transfer any remaining Account Value that does not meet such minimum amount to our General Account any assets of the Variable Account that are in excess of such reserves and your other liabilities. The Variable Account is divided into Subaccounts, each of which invests in Investment Options on a corresponding Portfolio designed pro rata basis relative to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities:your most recent allocation instructions for those Investment Options.

PURCHASE PAYMENTS. Initial Purchase Payment - This Contract will not be issued in force until the initial Purchase Payment shown on the Schedule is received by us and accepted we receive at our Customer Service CenterCenter the Initial Purchase Payment. The initial Initial Purchase Payment is due on shown in the issue dateContract Specifications. A receipt will be furnished upon request. Any subsequent Additional Purchase Payments - You may be made make additional Purchase Payments at any time prior 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 the aggregate Purchase Payments over the Maximum Purchase Payment amount shown in the Contract Specifications. 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 & Annuity Company. If you make Purchase Payments by check other than a cashier's check, withdrawal payments and any refund under the Right to Cancel provision may be delayed until your check has cleared. On request, a receipt for the Purchase Payment signed by an officer of the Company will be provided after payment. Purchase Payment Allocation - Prior to the Annuity Date, you may allocate all or part of Purchase Payments to one or more of the Investment Options available under this Contract. The Investment Options available on the Contract Date subject are shown in the Contract Specifications. You may change the Purchase Payment allocation by providing us with instructions in a form satisfactory to our requirements us. 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 the Initial Purchase Payment 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 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 the 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 made. We reserve the right to modify the requirementseffective. The requirements in effect on the issue date are shown on the Schedule. No benefit associated with any Purchase Payment will be provided until the Purchase Payment is accepted by us at our Customer Service Center. We reserve the right to refuse to accept additional Purchase Payments at any time for any reason. PURCHASE PAYMENT ALLOCATION The initial Purchase Payment Credit Enhancement will be allocated to the Subaccounts and to the Guaranteed Interest Account as you directed among Investment Options in the application and as indicated on the Schedule. We allocate any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis proportion as the initial Purchase Payment unless we receive a Written Notice with new instructions. In states where we are required to refund Purchase Payments during the Free Look Period, that portion of the initial Purchase Payment to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the applicable Purchase Payment, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). All income, gains and losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out of any other business we may conduct. We have the right to transfer to our General Account any assets of the Variable Account that are in excess of such reserves and other liabilities. The Variable Account is divided into Subaccounts, each of which invests in a corresponding Portfolio designed to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities:.

PURCHASE PAYMENTS. Initial Purchase Payment - This Contract will not be issued in force until the initial Purchase Payment shown on the Schedule is received by us and accepted we receive at our Customer Service CenterCenter the Initial Purchase Payment. The initial Initial Purchase Payment is due on shown in the issue dateContract Specifications. A receipt will be furnished upon request. Any subsequent Additional Purchase Payments - You may be made make additional Purchase Payments at any time prior 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 the aggregate Purchase Payments over the Maximum Purchase Payment amount shown in the Contract Specifications. 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, withdrawal payments and any refund under the Right to Cancel provision may be delayed until your check has cleared. On request, a receipt for the Purchase Payment signed by an officer of the Company will be provided after payment. Purchase Payment Allocation - Prior to the Annuity Date, you may allocate all or part of Purchase Payments to one or more of the Investment Options available under this Contract. The Investment Options available on the Contract Date subject are shown in the Contract Specifications. You may change the Purchase Payment allocation by providing us with instructions in a form satisfactory to our requirements us. 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 the Initial Purchase Payment 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 withdrawal, the 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 the 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 made. We reserve the right to modify the requirementseffective. The requirements in effect on the issue date are shown on the Schedule. No benefit associated with any Purchase Payment will be provided until the Purchase Payment is accepted by us at our Customer Service Center. We reserve the right to refuse to accept additional Purchase Payments at any time for any reason. PURCHASE PAYMENT ALLOCATION The initial Purchase Payment Credit Enhancement will be allocated to the Subaccounts and to the Guaranteed Interest Account as you directed among Investment Options in the application and as indicated on the Schedule. We allocate any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis proportion as the initial Purchase Payment unless we receive a Written Notice with new instructions. In states where we are required to refund Purchase Payments during the Free Look Period, that portion of the initial Purchase Payment to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the applicable Purchase Payment, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). All income, gains and losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out of any other business we may conduct. We have the right to transfer to our General Account any assets of the Variable Account that are in excess of such reserves and other liabilities. The Variable Account is divided into Subaccounts, each of which invests in a corresponding Portfolio designed to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities:.

PURCHASE PAYMENTS. This Contract will not be issued until PURCHASE PAYMENT The Purchase Payments are the payments You make to this contract. An initial lump sum Purchase Payment must be made to the contract and is due and payable before the contract becomes effective. Each Purchase Payment is payable to Us at Our Office. The minimum Purchase Payment is shown on the Schedule is received by us and accepted at our Customer Service Center. The initial Purchase Payment is due on the issue date. A receipt will be furnished upon request. Any subsequent Purchase Payments may be made at any time prior to the Annuity Date subject to our requirements at the time the Purchase Payment is madeContract Specifications page. We reserve the right to modify limit the requirementsamount of the Purchase Payment which will be accepted. Net Purchase Payments are that part of the Purchase Payments applied to the contract. The requirements in effect on net Purchase Payment is equal to the issue date are shown on the SchedulePurchase Payment less any applicable Premium Tax. No benefit associated with any ALLOCATION OF PURCHASE PAYMENTS The initial net Purchase Payment will be provided until the Purchase Payment applied within two business days after it is accepted by us received in good order at our Customer Service CenterOur office. We reserve the right to refuse to accept additional Any subsequent net Purchase Payments will be credited to Your Account using the Accumulation Unit Value determined after We receive those payments at any time for any reasonOur Office. PURCHASE PAYMENT ALLOCATION The initial Each net Purchase Payment will be allocated to the Subaccounts and to the Guaranteed Interest Account as you directed Underlying Funds in the application and as indicated on the Scheduleproportion specified by You for this contract. We allocate any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis as the initial Purchase Payment unless we receive a By Written Notice with new instructionsRequest, You may change Your choice of Underlying Funds or allocation percentages. In states where we are required The available Underlying Funds to refund Purchase Payments during the Free Look Period, that portion of the initial Purchase Payment to which assets may be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the Purchase Payment, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). All income, gains and losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out of any other business we may conduct. We have the right to transfer to our General Account any assets of the Variable Account that are in excess of such reserves and other liabilities. The Variable Account is divided into Subaccounts, each of which invests in a corresponding Portfolio designed to meet the objectives of the Subaccount. The current Subaccounts are shown on the ScheduleContract Specifications page; funds may be subsequently added or deleted. The net Purchase Payments will be allocated to an account established for You by Us. At Your direction, We maywill deposit all net Purchase Payments to Your Account, satisfy all distribution requests from time this account, and provide periodic reports to time, subject to review by You as described in the SEC and other regulatory authorities:"Required Reports" provision. You may contact Us at Our Office for information about this contract or Your Account. The Plan Administrator will be responsible for maintaining the individual records for each Participant.

PURCHASE PAYMENTS. Initial Purchase Payment - This Contract will not be issued in force until the initial Purchase Payment shown on the Schedule is received by us and accepted we receive at our Customer Service CenterCenter the Initial Purchase Payment. The initial Initial Purchase Payment is due on shown in the issue dateContract Specifications. A receipt will be furnished upon request. Any subsequent Additional Purchase Payments - You may be made at any time prior to the Annuity Date subject to our requirements at the time the Purchase Payment is made. We reserve the right to modify the requirements. The requirements in effect on the issue date are shown on the Schedule. No benefit associated with any Purchase Payment will be provided until the Purchase Payment is accepted by us at our Customer Service Center. We reserve the right to refuse to accept make additional Purchase Payments at any time for any reasonbefore the Annuity Date, while the Annuitant is living and this Contract is in force. PURCHASE PAYMENT ALLOCATION The initial 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 the aggregate Purchase Payments over the Maximum Purchase Payment amount shown in the Contract Specifications. 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, withdrawal payments and any refund under the Right to Cancel provision may be delayed until your check has cleared. On request, a receipt for the Purchase Payment signed by an officer of the Company will be allocated provided after payment. Purchase Payment Allocation - Prior to the Subaccounts and Annuity Date, you may allocate all or part of Purchase Payments to one or more of the Guaranteed Interest Account as you directed Investment Options available under this Contract. The Investment Options available on the Contract Date are shown in the application and as indicated on Contract Specifications. You may change the SchedulePurchase Payment allocation by providing us with instructions in a form satisfactory to us. We will allocate any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis as the initial according to your most recent allocation instructions. We may reject any instruction or Purchase Payment unless if your instructions are not clear and we receive a Written Notice with new cannot determine your allocation instructions. In states where we are required Allocations During the Right to refund Purchase Payments during Cancel Period - We will allocate the Free Look Period, that portion of the initial Initial Purchase Payment in accordance with your most recent allocation instructions. Minimum Investment Option Value - We reserve the right to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the Purchase Paymentrequire that, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). All income, gains and losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out result of any other business we may conductallocation to an Investment Option, any transfer, or any withdrawal, the remaining Account Value in any Investment Option must be at least $500. We have also reserve the right to transfer any remaining Account Value that does not meet such minimum amount to our General Account any assets of the Variable Account that are in excess of such reserves and your other liabilities. The Variable Account is divided into Subaccounts, each of which invests in Investment Options on a corresponding Portfolio designed pro rata basis relative to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities:your most recent allocation instructions for those Investment Options.

PURCHASE PAYMENTS. Initial Purchase Payment - This Contract will not be issued in force until the initial Purchase Payment shown on the Schedule is received by us and accepted we receive at our Customer Service CenterCenter the Initial Purchase Payment. The initial Initial Purchase Payment is due on shown in the issue dateContract Specifications. A receipt will be furnished upon request. Any subsequent Additional Purchase Payments - You may be made at any time prior to the Annuity Date subject to our requirements at the time the Purchase Payment is made. We reserve the right to modify the requirements. The requirements in effect on the issue date are shown on the Schedule. No benefit associated with any Purchase Payment will be provided until the Purchase Payment is accepted by us at our Customer Service Center. We reserve the right to refuse to accept make additional Purchase Payments at any time for any reasonbefore the Annuity Date, while the Annuitant is living and this Contract is in force. PURCHASE PAYMENT ALLOCATION The initial 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 the aggregate Purchase Payments over the Maximum Purchase Payment amount shown in the Contract Specifications. 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, withdrawal payments and any refund under the Right to Cancel provision may be delayed until your check has cleared. On request, a receipt for the Purchase Payment signed by an officer of the Company will be allocated provided after payment. Purchase Payment Allocation - Prior to the Subaccounts and Annuity Date, you may allocate all or part of Purchase Payments to one or more of the Guaranteed Interest Account as you directed Investment Options available under this Contract. The Investment Options available on the Contract Date are shown in the application and as indicated on Contract Specifications. You may change the SchedulePurchase Payment allocation by providing us with instructions in a form satisfactory to us. We will allocate any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis as the initial according to your most recent allocation instructions. We may reject any instruction or Purchase Payment unless if your instructions are not clear and we receive a Written Notice with new cannot determine your allocation instructions. In states where we are required Allocations During the Right to refund Purchase Payments during Cancel Period - We will allocate the Free Look Period, that portion of the initial Initial Purchase Payment in accordance with your most recent allocation instructions. Minimum Investment Option Value - We reserve the right to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the Purchase Paymentrequire that, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). All income, gains and losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out result of any other business we may conductallocation to an Investment Option, any transfer, or any withdrawal, your remaining Account Value in any Investment Option must be at least $500. We have also reserve the right to transfer any remaining Account Value that does not meet such minimum amount to our General Account any assets your other Investment Options on a pro rata basis relative to your most recent allocation instructions for those Investment Options. VARIABLE INVESTMENT OPTIONS Variable Investment Options - The Variable Investment Options consist of Subaccounts of the Variable Account that are in excess of such reserves and other liabilitiesSeparate Account. The Variable Account is divided into Subaccounts, each of which invests in a corresponding Portfolio designed to meet the objectives available Subaccounts as of the Subaccount. The current Subaccounts Contract Date are shown on in the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities:Contract Specifications.

PURCHASE PAYMENTS. PURCHASE PAYMENTS - This Contract will not be issued in force until we receive the initial Purchase Payment shown on the Schedule is received by us and accepted at our Customer Service CenterPayment. The Your initial Purchase Payment is due on shown in the issue dateContract Specifications. A receipt will be furnished upon request. Any subsequent You may make additional Purchase Payments may be made at any time prior 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 PM Group 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 PMG 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 proper instructions (see GENERAL PROVISIONS: 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. Prior to the Annuity Date subject to our requirements at the time the you may allocate all or a part of a Purchase Payment is madeto the DCA Fixed Option if you have elected to transfer under the DCA Plus program. Under the DCA Plus program you authorize the automatic transfer of amounts at monthly intervals from the DCA Plus Fixed Option to one or more Variable Investment Options. You may terminate DCA Plus at any time. Upon any termination of DCA Plus, we will transfer any amounts remaining in the DCA Plus Fixed Option to the Fixed Option, unless you instruct us to transfer such amounts to other Investment Options. We reserve the right to modify change the requirementsterms and conditions of the DCA Plus program at any time. The requirements in effect on the issue date are shown on the Schedule. No benefit associated with any 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 Portfolio, and the portions 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 provided until allocated in the same manner as the initial Purchase Payment is accepted by us at our Customer Service CenterPayment. Fifteen days after the Contract Date, we will transfer the Account Value in the Money Market Portfolio to your Variable Investment Options in accordance with your most recent allocation instructions. MINIMUM INVESTMENT OPTION VALUE - We reserve the right to refuse require that, as a result of any allocation to accept additional Purchase Payments an Investment Option, any transfer, or any partial withdrawal, your remaining Account Value in any Investment Option must be at any time for any reason. PURCHASE PAYMENT ALLOCATION The initial Purchase Payment will be allocated to the Subaccounts and to the Guaranteed Interest Account as you directed in the application and as indicated on the Scheduleleast $500. We allocate any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis as the initial Purchase Payment unless we receive a Written Notice with new instructions. In states where we are required to refund Purchase Payments during the Free Look Period, that portion of the initial Purchase Payment to be allocated to any Subaccount is allocated to the Fidelity VIP Money Market Subaccount for a period of 15 days from the date that the Contract is mailed from the Customer Service Center. At the expiration of this period, such portion of the Purchase Payment, as adjusted to reflect the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"). All income, gains and losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to other income, gains or losses of the Company. The assets of the Variable Account are our property, but are separate from our General Account and any other separate account maintained by us. That portion of the assets of the Variable Account which is equal to the reserves and other Contract liabilities with respect to the Variable Account is not chargeable with liabilities arising out of any other business we may conduct. We have also reserve the right to transfer any remaining Account Value that does not meet such minimum amount to our General Account any assets of the Variable Account that are in excess of such reserves and your other liabilitiesInvestment Options on a prorata basis relative to your most recent allocation instructions for those Investment Options. The Variable Account is divided into Subaccounts, each of which invests in a corresponding Portfolio designed to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review by the SEC and other regulatory authorities:PORTGAZ

PURCHASE PAYMENTS. This Contract will not be issued until the initial Purchase Payment shown on the Schedule is received by us and accepted at our Customer Service Center. The initial Purchase Payment is due on the issue dateContract Date. A receipt will It must be furnished upon requestpaid at Our Office in United States currency. Any subsequent Purchase Payments may be made at any time prior to Coverage under a Contract does not take effect until We have accepted the Annuity Date subject to our requirements at the time the initial Purchase Payment is madeduring Your lifetime. Each Purchase Payment after the Contract Date must be at least the amount shown on the Contract Schedule. Provided the Contract Value under a Contract does not go to zero, a Contract will stay in force until the Income Date even if You make no payments after the initial one. We reserve the right to modify the requirementsreject any subsequent Purchase Payment. The requirements in effect on the issue date are shown on the Schedule. No benefit associated with any Allocation of Purchase Payment will be provided until the Payments Your initial Purchase Payment is accepted allocated to the Sub-accounts of the Variable Account and to the Fixed Account, if available, in accordance with the selections made by us You at our Customer Service Centerthe Contract Date. Unless otherwise changed by You, subsequent Purchase Payments are allocated in the same manner as the initial Purchase Payment. Allocation of Purchase Payments is subject to the terms and conditions imposed by Us. We reserve the right to refuse to accept additional allocate initial Purchase Payments at to the Money Market Sub-account until the expiration of the Right to Examine Contract period set forth on Page 1 of the Contract. The Contract This contract form, any time for attached copy of the application, and any reasonattached riders or endorsements make up the entire contract between You and Us. PURCHASE PAYMENT ALLOCATION The initial Purchase Payment All statements made by the Contract Owner or any Annuitant will be allocated to the Subaccounts deemed representations and to the Guaranteed Interest Account as you directed not warranties. No such statement will be used in any contest unless it is contained in the application and as indicated on signed by You, a copy of which has been furnished to You, or to the ScheduleBeneficiary. We allocate Only Our President or Secretary may agree to change any subsequent Purchase Payment among the Subaccounts and the Guaranteed Interest Account on the same basis as the initial Purchase Payment unless we receive a Written Notice with new instructions. In states where we are required to refund Purchase Payments during the Free Look Period, that portion of the initial Purchase Payment to terms of the Contract. Any changes must be allocated to any Subaccount is allocated in writing. Any change to the Fidelity VIP Money Market Subaccount for terms of a period of 15 days from Contract must be in writing and with Your Consent, unless provided otherwise by the date Contract. To assure that the Contract will maintain its status as a variable annuity under the Internal Revenue Code, We reserve the right to change this Contract to comply with future changes in the Internal Revenue Code, any regulations or rulings issued thereunder, and any requirements otherwise imposed by the Internal Revenue Service. You will be sent a copy of any such amendment as well as a copy of the regulatory change requiring the amendment. If the issue state shown on Page 3 is mailed from the Customer Service Center. At the expiration of this periodConnecticut or Massachusetts, such portion of amendment will be filed for approval with the Purchase Paymentstate's insurance supervisory official. We reserve the right, subject to compliance with the law as adjusted to reflect currently applicable or subsequently changed, to: (a) operate the investment performance of the Fidelity VIP Money Market Subaccount during this period, is then allocated to the Subaccounts as described above. Form 15208-95 VARIABLE ACCOUNT The Variable Account is an account established by us pursuant to the laws of the State of Texas, to separate the assets funding the variable benefits for the class of Contracts to which this Contract belongs from the other assets of the Company. The Variable Account is registered as a unit investment trust in any form permitted under the Investment Company Act of 1940 1940, as amended, (the "1940 Act"). All income, gains or in any other form permitted by law; (b) take any action necessary to comply with or obtain and lossescontinue any exemptions from the 1940 Act, realized or unrealizedto comply with any other applicable law; (c) transfer any assets in any Sub-account to another Sub-account, from assets allocated or to one or more separate investment accounts, or the General Account; or to add, combine or remove Sub-accounts in the Variable Account; and (d) change the way We assess charges, so long as We do not increase the aggregate amount beyond that currently charged to the Variable Account are credited to or charged against and the Eligible Funds in connection with this Contract. If the shares of any of the Eligible Funds should become unavailable for investment by the Variable Account without regard to other income, gains or losses if in Our judgment further investment in such Portfolio shares should become inappropriate in view of the Company. The assets purpose of the Variable Account are our propertyContract, but are separate from our General Account and We may add or substitute shares of another mutual fund for the Portfolio shares already purchased under the Contract. No substitution of Portfolio shares in any other separate Sub-account maintained by us. That portion may take place without prior approval of the assets of the Variable Account which is equal Securities and Exchange Commission and notice to the reserves and other affected Contract liabilities with respect Owners, to the Variable Account is not chargeable with liabilities arising out of any other business we may conduct. We have the right to transfer to our General Account any assets of the Variable Account that are in excess of such reserves and other liabilities. The Variable Account is divided into Subaccounts, each of which invests in a corresponding Portfolio designed to meet the objectives of the Subaccount. The current Subaccounts are shown on the Schedule. We may, from time to time, subject to review extent required by the SEC and other regulatory authorities:1940 Act.