As filed with the Securities and Exchange Commission on June 6, 2001
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2

PACIFIC SELECT EXEC SEPARATE ACCOUNT OF
PACIFIC LIFE & ANNUITY COMPANY
(Exact Name of Registrant)

PACIFIC LIFE & ANNUITY COMPANY
(Name of Depositor)

700 Newport Center Drive
P.O. Box 9000
Newport Beach, California 92660
(Address of Depositor's Principal Executive Office)

(949)219-3743
(Depositor's Telephone Number, including Area Code)

Diane N. Ledger
Vice President
Pacific Life Insurance Company
700 Newport Center Drive
P.O. Box 9000
Newport Beach, California 92660
(Name and Address of Agent for Service of Process)

Copies to:

Jeffrey S. Puretz, Esq.
Dechert
1775 Eye Street, N.W.
Washington, D.C. 20006-2401

Title of securities being registered: interests in the Separate Account under
Pacific Select Estate Preserver-NY Flexible Premium Variable Life Insurance
Policies.

Approximate date of proposed public offering: As soon as practicable after the
effective date of the Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

Filing fee: None

Pacific Select Exec Separate Account of Pacific
Life & Annuity Company

RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B2 AND THE PROSPECTUS
(PURSUANT TO INSTRUCTION 4 OF FORM S-6)

CROSS-REFERENCE SHEET

Pursuant to Rule 404(c) of Regulation C under the Securities Act of 1933

(Form N-8B-2 Items required by Instruction as to the Prospectus in Form S-6)

Form N-8B-2 Form S-6
Item Number Heading in Prospectus

1. (a) Name of trust............................... Prospectus front cover

(b) Title of securities issued.................. Prospectus front cover

2. Name and address of each depositor............... Prospectus front cover; Back Cover

3. Name and address of trustee...................... N/A

4. Name and address of each principal underwriter... About PL&A

5. State of organization of trust................... Pacific Select Exec Separate
Account

6. Execution and termination of trust agreement..... Pacific Select Exec Separate
Account

7. Changes of name.................................. N/A

8. Fiscal year...................................... N/A

9. Material Litigation.............................. N/A

II. General Description of the Trust and Securities of the Trust

10. (a) Registered or bearer securities............. Pacific Select Estate Preserver-NY basics; The death benefit

(b) Cumulative or distributive

securities................................ Pacific Select Estate Preserver-NY basics; The death benefit

(d) Conversion, transfer, etc........ Withdrawals, surrenders and loans

(e) Periodic payment plan............ N/A

(f) Voting rights.................... Voting Rights

(g) Notice to security holders....... Reports we'll send you

(h) Consents required................ Voting Rights

(i) Other provisions................. N/A

11. Type of securities comprising
units................................. Pacific Select Estate Preserver-NY basics

12. Certain information regarding
periodic payment plan certificates.... N/A

13. (a) Load, fees, expenses, etc......... Deductions from your premiums; Surrendering your policy

(b) Certain information regarding
periodic payment plan certificates.... N/A

(d) Difference in price................... N/A

(e) Certain other fees, etc............... Deductions from your premiums; Surrendering your policy

(f) Certain other profits or
benefits.............................. The death benefit; Your policy's accumulated value

(g) Ratio of annual charges to
income................................ N/A

14. Issuance of trust's securities........ Pacific Select Exec Estate Preserver-NY basics

15. Receipt and handling of payments
From purchasers..................... How premiums work

16. Acquisition and disposition of Your policy's accumulated
underlying securities............... value: Your investment
options

17. Withdrawal or redemption............ Withdrawals, surrenders
and loans

18. (a) Receipt, custody and disposition
of income....................... Your policy's accumulated
value

(b) Reinvestment of distributions... N/A

(d) Schedule of distributions....... N/A

19. Records, accounts and reports....... Statements and
Reports

20. Certain miscellaneous provisions
of trust agreement:

(a) Amendment....................... N/A

(b) Termination..................... N/A

(e) and (f) Depositors, removal
and successor................... N/A

21. Loans to security holders........... Withdrawals,
surrenders and loans

22. Limitations on liability............ N/A

23. Bonding arrangements................ N/A

24. Other material provisions of
trust agreement..................... N/A

III. Organizations, Personnel and Affiliated Persons of Depositor

25. Organization of depositor...................................................... About PL&A

26. Fees received by depositor..................................................... See Items 13(a) and 13(e)

27. Business of depositor.......................................................... About PL&A

28. Certain information as to officials and affiliated persons of depositor........ About PL&A

29. Voting securities of depositor................................................. N/A

30. Persons controlling depositor.................................................. N/A

31. Payments by depositor for certain services rendered to trust................... N/A

32. Payments by depositor for certain other services rendered to trust............. N/A

33. Remuneration of employees of depositor for certain services rendered to trust.. N/A

34. Remuneration of other persons for certain services rendered to trust........... N/A

IV. Distribution and Redemption of Securities

35. Distribution of trust's securities by states................................... N/A

36. Suspension of sales of trust's securities...................................... N/A

37. Revocation of authority to distribute.......................................... N/A

38. (a) Method of distribution.......................................... How policies are distributed

(b) Underwriting agreements......................................... How policies are distributed

39. (a) Organization of principal underwriters.......................... How policies are distributed

(b) N.A.S.D. membership of principal underwriters................... How policies are distributed

40. Certain fees received by principal underwriters...................... How policies are distributed

41. (a) Business of each principal underwriter.......................... How policies are distributed

(b) Branch offices of each principal underwriter.................... N/A

42. Ownership of trust's securities by certain persons................... N/A

43. Certain brokerage commissions received by principal underwriters..... N/A

44. (a) Method of valuation............................................. Your policy's accumulated value

(b) Schedule as to offering price................................... How premiums work

45. Suspension of redemption rights...................................... Timing of payments, forms, and requests

46. (a) Redemption valuation................................................... Withdrawals, surrenders and loans

(b) Schedule as to redemption price........................................ Withdrawals, surrenders and loans

47. Maintenance of position in underlying securities............................ Your investment options

V. Information Concerning the Trustee or Custodian

48. Organization and regulation of trustee...................................... N/A

49. Fees and expenses of trustees............................................... N/A

50. Trustee's lien.............................................................. N/A

VI. Information Concerning Insurance of Holders of Securities

51. Insurance of holders of trust's securities.................................. The death benefit

VII. Policy of Registrant

52. (a) Provisions of trust agreement with respect to selection
or elimination of under lying securities............................... How our accounts work

(b) Transactions involving elimination of underlying securities............ How our accounts work

(d) Fundamental policy not otherwise covered............................... N/A

53. Tax status of trust......................................................... Variable life insurance and your taxes

VIII. Financial and Statistical Information

54. Trust's securities during last ten years.......... N/A

55. N/A

56. Certain information regarding periodic payment
plan certificates................................. N/A

57. N/A

58. N/A

59. Financial statements (Instruction 1(c) of
"Instructions as to the Prospectus" of Form S-6).. Financial Statements

PACIFIC SELECT PROSPECTUS , 2001
ESTATE PRESERVER - NY

Pacific Select Estate Preserver - NY is a last survivor
flexible premium variable life insurance policy issued
by Pacific Life & Annuity Company.

This policy is not This prospectus provides information that you should
available in all know before buying a policy. It's accompanied by a
states. This current prospectus for the Pacific Select Fund, a fund
prospectus is not that provides the underlying portfolios for the
an offer in any variable investment options offered under the policy.
state or Please read these prospectuses carefully and keep them
jurisdiction where for future reference.
we're not legally
permitted to offer Here's a list of all of the investment options
the policy. available under your policy:

The policy is VARIABLE INVESTMENT OPTIONS
described in detail
in this prospectus. Blue Chip Growth LT
The Pacific Select
Fund is described Aggressive Growth Focused 30
in its prospectus
and in its Aggressive Equity Mid-Cap Value
Statement of
Additional Emerging Markets International Value
Information (SAI).
No one has the Diversified Research Capital Opportunities
right to describe
the policy or the Small-Cap Equity Mid-Cap Growth
Pacific Select Fund
any differently International Large-Cap Global Growth
than they have been
described in these Equity Equity Index
documents.
I-Net Tollkeeper(SM) Small-Cap Index
You should be aware
that the Securities Financial Services REIT
and Exchange
Commission (SEC) Health Sciences Inflation Managed
has not reviewed (formerly called
the policy for its Technology "Government Securities")
investment merit,
and does not Telecommunications Managed Bond
guarantee that the
information in this Multi-Strategy Money Market
prospectus is
accurate or Equity Income High Yield Bond
complete. It's a
criminal offense Strategic Value Large-Cap Value
to say otherwise.
FIXED OPTIONS

Fixed Account

Fixed LT Account

YOUR GUIDE TO THIS PROSPECTUS

An overview of Pacific Select Estate Preserver - NY 4
- ----------------------------------------------------------------------
Pacific Select Estate Preserver - NY basics 12
Owners, people insured by the policy, and beneficiaries 13
Policy date, monthly payment date, policy anniversary date 14
Statements and reports we'll send you 15
Your right to cancel 15
Timing of payments, forms and requests 16
Telephone and electronic transactions 17
- ----------------------------------------------------------------------
The death benefit 18
Choosing your death benefit option 18
The guideline minimum death benefit 19
When we pay the death benefit 19
Comparing the death benefit options 20
Changing your death benefit option 20
Decreasing the face amount 21
Optional riders 21
- ----------------------------------------------------------------------
How premiums work 22
Planned periodic premium payments 22
Deductions from your premiums 23
Allocating your premiums 23
Limits on the premium payments you can make 23
- ----------------------------------------------------------------------
Your policy's accumulated value 25
Calculating your policy's accumulated value 25
Monthly deductions 25
Lapsing and reinstatement 27
- ----------------------------------------------------------------------
Your investment options 29
Variable investment options 29
Fixed options 34
Transferring among investment options 34
Transfer programs 35
- ----------------------------------------------------------------------
Withdrawals, surrenders and loans 37
Making withdrawals 37
Taking out a loan 38
Ways to use your policy's loan and withdrawal features 39
Surrendering your policy 40
- ----------------------------------------------------------------------
General information about your policy 42
- ----------------------------------------------------------------------
Variable life insurance and your taxes 45
- ----------------------------------------------------------------------
About PL&A 49
- ----------------------------------------------------------------------
PL&A Financial Statements - Statutory Basis 65
- ----------------------------------------------------------------------
Appendices 79
Appendix A: Joint equal age 79
Appendix B: Rates per $1,000 of initial face amount 80
Appendix C: Death benefit percentages 81
Appendix D: Death benefit factor table 82
- ----------------------------------------------------------------------
Where to go for more information back cover

Terms used in this prospectus
We've tried to make this prospectus easy to read and
understand, but you may find some words and terms that
are new to you. We've identified some of these below
and the pages where you'll find an explanation of what
they mean.

If you have any questions, please ask your registered
representative or call us at 1-888-595-6997.

Accumulated value 25 Joint owners 13
Accumulation units 32 Lapse 27
Age 13 Loan account 38
In this prospectus, Allocation 23 Modified endowment contract 47
you and your mean Assignment 44 Monthly payment date 14
the policy holder Beneficiary 14 Net amount at risk 20
or owner. PL&A, we, Business day 16 Net cash surrender value 40
us and our refer to Cash surrender value 40 Net premium 22
Pacific Life & Contingent beneficiary 14 Outstanding loan amount 38
Annuity Company. Cost of insurance rate 25 Planned periodic premium 22
The fund refers to Death benefit 18 Policy anniversary 14
Pacific Select Death benefit factor 19 Policy date 14
Fund. Policy means Death benefit percentage 19 Policy year 14
a Pacific Select Face amount 18 Portfolio 29
Estate Preserver - Fixed account 34 Proper form 16
NY variable life Fixed LT account 34 Reinstatement 28
insurance policy, Fixed options 34 Riders 21
unless we state General account 50 Sales surrender target 41
otherwise. Guideline minimum death benefit 19 Separate account 50
Guideline premium limit 23 Seven-pay limit 47
Illustration 15 Tax code 45
In force 12 Unit value 32
Income benefit 42 Variable account 29
Joint equal age 27 Variable investment option 29

AN OVERVIEW OF PACIFIC SELECT ESTATE PRESERVER - NY

This overview tells you some key things you should know
about your policy. It's designed as a summary only -
please read the entire prospectus and your policy for
more detailed information.

Some states have different rules about how life
insurance policies are described or administered. The
terms of your policy, or of any endorsement or rider,
prevail over what's in this prospectus.

---------------------------------------------------------
Pacific Select Pacific Select Estate Preserver - NY is a last survivor
Estate Preserver - flexible premium variable life insurance policy.
NY basics
. Last survivor means the policy insures the lives of
Last survivor life two people and provides a death benefit that's
insurance may be payable after both people have died.
appropriate for two
spouses who want to . Flexible premium means you can vary the amount and
provide a death frequency of your premium payments.
benefit for their
children. . Variable means the policy's value depends on the
performance of the investment options you choose.
This may not be the
right kind of . Life insurance means the policy provides a death
policy for someone benefit to the beneficiary you choose.
who wants to
provide a death In addition to providing a death benefit that is
benefit for his or generally free of federal income tax, any growth in
her spouse. In that your policy's accumulated value is tax-deferred. You
case, a policy that can choose from 31 variable investment options, each of
insures a single which invests in a corresponding portfolio of the
life may be more Pacific Select Fund, and from two fixed options, both
appropriate. of which provide a guaranteed minimum rate of interest.

Please discuss your You may choose to allocate net premium and accumulated
insurance needs and value to no more than 20 investment options at any one
financial time.
objectives with
your registered Pacific Select Estate Preserver - NY is designed for
representative. long-term financial planning. Please take some time to
read the information in this prospectus before you
You'll find more decide if this life insurance policy meets your
about the basics insurance needs and financial objectives.
of Pacific Select
Estate Preserver - Your right to cancel
NY starting on During the free look period, you have the right to
page 12. cancel your policy and return it to us or your
registered representative for a refund. We'll refund
the amount of your premium payments. We'll hold the net
premiums in the Money Market investment option until
the free look transfer date.

---------------------------------------------------------
The death benefit You can choose one of four death benefit options
depending on what is more important to you: a larger
Your policy death benefit or building the accumulated value of your
provides a death policy.
benefit for your
beneficiary after You can change your death benefit option and reduce
both of the people your policy's face amount (with certain restrictions)
insured by the while your policy is in force.
policy have died,
as long as your Optional riders
policy is in force. There are five optional riders that provide extra
benefits, some at additional cost. Not all riders are
You'll find more available in every state, and some riders may only be
about the death added when you apply for your policy.
benefit starting on
page 18.

---------------------------------------------------------
How premiums work Deductions from your premiums
We deduct a premium load from each premium payment you
Your policy gives make. The premium load is made up of a sales load, a
you the flexibility state and local tax charge, and a federal tax charge.
to choose the
amount and Limits on the premium payments you can make
frequency of your Federal tax law puts limits on the premium payments you
premium payments, can make in relation to your policy's death benefit. We
within certain may refuse all or part of a premium payment you make,
limits. Each or remove all or part of a premium from your policy and
premium payment return it to you under certain circumstances.
must be at least
$50.

You'll find more
about how premiums
work starting on
page 22.

---------------------------------------------------------
Your policy's Accumulated value is the value of your policy on any
accumulated value business day. It is not guaranteed - it depends on the
performance of the investment options you've chosen,
Accumulated value the premium payments you've made, policy charges, and
is used as the how much you've borrowed or withdrawn from the policy.
basis for
determining policy Monthly deductions
benefits and We deduct a monthly charge from your policy's
charges. If there accumulated value on each monthly payment date. The
is not enough charge is made up of cost of insurance, an
accumulated value administrative charge, and a mortality and expense risk
to cover policy charge. If you add any riders, we'll add any charges
charges, your for them to your monthly charge.
policy could lapse.
Lapsing and reinstatement
You'll find more If there is not enough accumulated value to cover the
about accumulated monthly charge on the day we make the deduction, your
value starting on policy may lapse - which means you'll no longer have
page 25. any insurance coverage. If your policy is in danger of
lapsing, we'll give you a grace period of 61 days to
pay the required premium. If your policy lapses at the
end of the grace period, you have five years from the
day it lapses to apply for a reinstatement.

AN OVERVIEW OF PACIFIC SELECT ESTATE PRESERVER - NY

---------------------------------------------------------
Your investment You can choose from 31 variable investment options,
options each of which invests in a corresponding portfolio of
the Pacific Select Fund. Pacific Life is the investment
The investment adviser for the Pacific Select Fund. It oversees the
options you choose management of all the fund's portfolios and manages two
will affect your of the portfolios directly. It has retained other
policy's portfolio managers to manage the other portfolios. The
accumulated value, value of each portfolio will fluctuate with the value
and may affect the of the investments it holds, and returns are not
death benefit. guaranteed.

Your policy's You can also choose from two fixed options, the Fixed
accumulated value account and the Fixed LT account, both of which provide
may be allocated to a guaranteed minimum annual interest rate of 3% during
up to 20 investment the first 10 policy years, 3.6% during policy years 11
options at any one through 20, and 3.85% during policy year 21 and
time. thereafter. We may offer a higher interest rate. If we
do, we'll guarantee that rate for one year.
Please review the
investment options We allocate your premium payments and accumulated value
carefully and ask to the investment options you choose. Your policy's
your registered accumulated value will fluctuate depending on the
representative to investment options you've chosen. You bear the
help you choose the investment risk of any variable investment options you
right ones for your choose.
goals and risk
tolerance. We'll hold your premium payments in the Money Market
investment option until the free look transfer date.
You'll find more Please turn to Your right to cancel for details.
about the
investment options Transferring among investment options
starting on page You can transfer among the investment options during
29. the life of your policy without paying any current
income tax. There is currently no charge for transfers.

You can make as many transfers as you like between
variable investment options. You can also make
automatic transfers from one variable investment option
to another using our dollar cost averaging or portfolio
rebalancing program. These programs are not available
for the fixed options.

You can only make one transfer from each fixed option
in any 12-month period. For the Fixed account, each
transfer may be no more than $5,000 or 25% of the
accumulated value in the Fixed account, whichever is
greater. For the Fixed LT account, each transfer may be
no more than $5,000 or 10% of the accumulated value in
the Fixed LT account, whichever is greater. You can
only transfer to the fixed options in the policy month
right before each policy anniversary.

You'll find out You can also make automatic transfers from the Fixed
more about our account to other investment options during the first
automatic transfer policy year using our first year transfer program.
programs starting
on page 35.

---------------------------------------------------------
Withdrawals, You can take out all or part of your policy's
surrenders and accumulated value while your policy is in force by
loans making withdrawals or surrendering your policy. You can
take out a loan from us using your policy as security.
Making a You can also use your policy's loan and withdrawal
withdrawal, taking features to supplement your income, for example, during
out a loan or retirement.
surrendering your
policy can change Making withdrawals
your policy's tax You can withdraw part of your policy's net cash
status, generate surrender value starting on your policy's first
taxable income, or anniversary. This reduces your policy's accumulated
make your policy value and could affect the face amount and death
more susceptible to benefit.
lapsing. Be sure to
plan carefully
before using these
policy benefits.

You'll find more
about withdrawals,
surrenders and
loans starting on
page 37.

Taking out a loan
You can take out a loan from us using your policy's
accumulated value as security. You pay interest on the
amount you borrow at an annual rate of 4.1%. The
accumulated value used to secure your loan is set aside
in a loan account, where it earns interest at an annual
rate of 3% during the first 10 policy years, 3.6%
during policy years 11 through 20, and 3.85% during
policy year 21 and thereafter.

The amount in the loan account is not available to help
pay for any policy charges. Taking out a loan affects
the accumulated value of your policy because the amount
set aside in the loan account misses out on the
potential earnings available through the investment
options.

Surrendering your policy
You can surrender or cash in your policy for its net
cash surrender value while either of the two people
insured by the policy is still living. If you surrender
your policy during the first 10 policy years, we'll
apply a surrender charge.

---------------------------------------------------------
Variable life Your beneficiary generally will not have to pay federal
insurance and your income tax on death benefit proceeds. You'll also
taxes generally not be taxed on any or all of your policy's
accumulated value unless you receive a cash
There are tax distribution by making a withdrawal or surrendering
issues to consider your policy.
when you own a life
insurance policy. If your policy is a modified endowment contract, all
These are described distributions you receive during the life of the policy
in detail starting may be subject to tax and a 10% penalty.
on page 45.

---------------------------------------------------------
About PL&A PL&A is a life insurance company based in Arizona. We
issue the policies. Pacific Select Distributors, Inc.,
When you buy a life our affiliate, is the distributor of the policies.
insurance policy,
you're relying on How our accounts work
the insurance We put your premium payments in our general and
company that issues separate accounts. We own the assets in our accounts
it to be able to and make the allocations to the investment options
meet its financial you've chosen.
obligations to you.
Amounts allocated to the fixed options are held in our
You'll find more general account. Our general account includes all of
about PL&A, and our our assets, except for those held in our separate
strength as a accounts. Our ability to meet our obligations under the
company, starting policy is backed by our strength as an insurance
on page 49. company.

We may use any Amounts allocated to the variable investment options
profit derived from are held in our separate account. The assets in this
any charges under account are kept separate from the assets in our
the policy for any general account and our other separate accounts, and
lawful purpose, are protected from our general creditors.
including our
distribution and
administrative
expenses.

AN OVERVIEW OF PACIFIC SELECT ESTATE PRESERVER - NY

This section of the overview explains the fees and expenses associated with your
Pacific Select Estate Preserver - NY Policy.

-------------------------------------------------------------------------------------

Understanding policy expenses and -----------------
cash flow Your premium
You make a
The chart to the right illustrates how cash premium
normally flows through a Pacific Select payment ------------------------------------
Estate Preserver - NY policy. v
----------------- -----------------
The dark shaded boxes show the fees and We deduct a
expenses you pay directly or indirectly premium load
under your policy. These are explained in -----------------
the pages that follow. Net premium -----------------
We allocate the
In some states we'll hold your net premium net premium to -------------------------
payments in the Money Market investment the investment
option until the free look transfer date. options you
Please turn to Your right to cancel for choose
details. -----------------

v v
-------------------- -------------------- ------------------- ---------------------
Fixed options Variable Pacific Select The fund
We hold investment Fund deducts advisory
amounts you options fees and other
allocate to these ---- The variable ---- fund expenses from
options in our We hold investment the portfolios
general account amounts you options invest
allocate to these in the fund's
options in our portfolios
separate account
-------------------- -------------------- ------------------- ---------------------

---------------------
We deduct:
. cost of
insurance
. administrative
We make monthly deductions charge
-------------------------- . mortality and
expense risk
charge
. rider charges
v
----------------- ------------------- ------------------- ---------------------
---------------------
Loan account Accumulated We deduct a
Accumulated value If you make a withdrawal withdrawal charge
value set aside --- ------------------------
to secure a The total value
policy loan of your policy
----------------- ------------------- ---------------------

---------------------
We deduct a
surrender charge
If you surrender your policy . during the first
---------------------------- 10 policy years
--------------------

---------------------------------------------------------
Deductions from We deduct a premium load from each premium payment you
your premiums make. The load is made up of three charges:

The premium load is Sales load - 0% of each premium payment during the
explained in more first 10 policy years and 3% after the 10th policy
detail on page 23. year.

State and local tax charge - 2.35% of each premium
payment.

Federal tax charge - 1.50% of each premium payment.

---------------------------------------------------------
Deductions from We deduct a monthly charge from your policy's
your policy's accumulated value in the investment options on each
accumulated value monthly payment date. This charge is made up of three
charges:
The monthly charge
is explained in Cost of insurance - We calculate this charge by
more detail multiplying the current cost of insurance rate by a
starting on page discounted net amount at risk at the beginning of each
25. policy month. When the younger of the two people
insured by the policy reaches age 100, the cost of
An example insurance charge is zero -- in other words, you no
longer pay any cost of insurance charge.
For a policy with:
Administrative charge - We deduct a charge of $7.50 a
. a joint equal age month. When the younger of the two people insured by
of 50 the policy reaches age 100, the administrative charge
is zero -- in other words, you no longer pay any
. a face amount of administrative charge.
$100,000
Mortality and expense risk charge - The mortality and
. accumulated expense risk charge varies depending on your policy's
value of $60,000 face amount, and age and sex of both people insured by
after deducting the policy on the policy date and accumulated value.
any outstanding It's made up of two components:
loan amount.
. The face amount component, which we deduct every
The maximum monthly month during the first 10 policy years at a rate that
charge for the face is based on the age and sex of both people insured by
amount component of the policy, and each $1,000 of the initial face
the mortality and amount of your policy.
expense risk charge
is $15.20 . The accumulated value component, which we deduct
(($100,000 / 1,000) X every month during the first10 policy years at an
0.152). annual rate of 0.90% (0.075% monthly) of your
policy's accumulated value in the investment options.
The monthly charge During policy years 11 through 20, we reduce the
for the accumulated annual rate to 0.30% (0.025% monthly) of the
value component is accumulated value. During policy year 21 and
$45 thereafter, we further reduce the annual rate to
($60,000 X 0.075%). 0.05% (0.0042% monthly) of the accumulated value.
The charge in
policy years 11 Riders - If you add any riders to your policy, we add
through 20 would be any charges for them to your monthly charge.
$15
($60,000 X 0.025%)
if the policy's
accumulated value
was $60,000. The
charge in policy
year 21 (and
thereafter) would
be $2.52
($60,000 X 0.0042%)
if the policy's
accumulated value
was $60,000.

Joint equal age is
explained in
Appendix A. The
maximum rates for
the face amount
component are shown
in Appendix B.

AN OVERVIEW OF PACIFIC SELECT ESTATE PRESERVER - NY

---------------------------------------------------------
Withdrawal and You can withdraw part of your policy's net cash
surrender charges surrender value at any time starting on your policy's
first anniversary. There is a $25 charge for each
Withdrawal and withdrawal you make. We deduct this charge
surrender charges proportionately from all of your investment options.
are explained in
more detail on If you surrender or cash in your policy, or decrease
pages 37 and 41. its face amount, during the first 10 years of owning
the policy, we'll deduct a surrender charge. The
An example surrender charge is made up of two components:

For a policy that . The underwriting surrender charge, which is assessed
is surrendered at at a rate that is based on the joint equal age and
the end of the each $1,000 of the initial face amount of your
first policy year, policy. The amount of the charge does not change
with: during the first policy year. Starting on the first
. a joint equal age policy anniversary, we reduce the charge by 0.9259% a
of 50 month until it reaches zero at the end of 10 policy
. an initial face years.
amount of
$100,000. . The sales surrender charge, which, during the first
policy year, equals the smaller of the following
The underwriting amounts:
surrender charge is
$520. . 70% of the premium payments you've made, or

The maximum sales . 70% of the sales surrender target, which is based
surrender target is on the joint equal age of the people insured by the
$1,236. The maximum policy for each $1,000 of a policy's initial face
sales surrender amount.
charge is $865.20.
The sales surrender charge increases until the premiums
The underwriting you pay reach the sales surrender target. In the 13th
surrender charge month you own your policy, we reduce the sales
and sales surrender surrender charge so that it is 99.0741% of the charge
target rates appear as calculated above. After that, we reduce it by
in Appendix B. 0.9259% a month until it reaches zero at the end of 10
policy years.

---------------------------------------------------------
Fees and expenses The Pacific Select Fund pays advisory fees and other
paid by the expenses. These are deducted from the assets of the
Pacific Select Fund fund's portfolios and may vary from year to year. They
are not fixed and are not part of the terms of your
You'll find more policy. If you choose a variable investment option,
about the Pacific these fees and expenses affect you indirectly because
Select Fund they reduce portfolio returns.
starting on page
29, and in the Advisory fee
fund's prospectus, Pacific Life is the investment adviser to the fund. The
which accompanies fund pays an advisory fee to us for these services. The
this prospectus. table below shows the advisory fee as a annual
percentage of each portfolio's average daily net
assets.

Other expenses
The table also shows the advisory fee and fund expenses
as an annual percentage of each portfolio's average
daily net assets, based on the year 2000 unless
otherwise noted. To help limit fund expenses, effective
July 1, 2000 Pacific Life contractually agreed to waive
all or part of its investment advisory fees or
otherwise reimburse each portfolio for operating
expenses (including organizational expenses, but not
including advisory fees, additional costs associated
with foreign investing and extraordinary expenses) that
exceed an annual rate of 0.10% of its average daily net
assets. Such waiver or reimbursement is subject to
repayment to Pacific Life to the extent such expenses
fall below the 0.10% expense cap. For each portfolio,
Pacific Life's right to repayment is limited to amounts
waived and/or reimbursed that exceed the new 0.10%
expense cap and, except for portfolios that started on
or after October 2, 2000, that do not exceed the
previously established 0.25% expense cap. Any amounts
repaid to Pacific Life will have the effect of
increasing such expenses of the portfolio, but not
above the 0.10% expense cap. There is no guarantee that
Pacific Life will continue to cap expenses after
December 31, 2001. In 2000, Pacific Life reimbursed
approximately $13,202 to the I-Net Tollkeeper
Portfolio, $36,311 to the Strategic Value Portfolio,
$34,134 to the Focused 30 Portfolio and $27,505 to the
Small-Cap Index Portfolio.

----------------------------------------------------------------------------------------
Less
Advisory Other 12b-1 Total adviser's Total net
Portfolio fee expenses amounts+ expenses reimbursement expenses
----------------------------------------------------------------------------------------
As an annual % of average daily net assets

Blue Chip/1/ 0.95 0.06 -- 1.01 -- 1.01
Aggressive Growth/1/ 1.00 0.06 -- 1.06 -- 1.06
Aggressive Equity/2/ 0.80 0.04 0.02 0.86 -- 0.86
Emerging Markets/2/ 1.10 0.21 -- 1.31 -- 1.31
Diversified Research/2/ 0.90 0.08 0.01 0.99 -- 0.99
Small-Cap Equity/2/ 0.65 0.05 -- 0.70 -- 0.70
International Large-Cap 1.05 0.12 -- 1.17 -- 1.17
Equity 0.65 0.04 -- 0.69 -- 0.69
I-Net Tollkeeper/2/ 1.50 0.13 -- 1.63 (0.02) 1.61
Financial Services/1/ 1.10 0.15 -- 1.25 (0.05) 1.20
Health Sciences/1/ 1.10 0.11 -- 1.21 (0.01) 1.20
Technology/1/ 1.10 0.08 -- 1.18 -- 1.18
Telecommunications/1/ 1.10 0.08 -- 1.18 -- 1.18
Multi-Strategy 0.65 0.04 -- 0.69 -- 0.69
Equity Income/2/ 0.65 0.04 0.01 0.70 -- 0.70
Strategic Value 0.95 0.49 -- 1.44 (0.39) 1.05
Growth LT 0.75 0.04 -- 0.79 -- 0.79
Focused 30 0.95 0.42 -- 1.37 (0.32) 1.05
Mid-Cap Value/2/ 0.85 0.03 0.10 0.98 -- 0.98
International Value 0.85 0.11 -- 0.96 -- 0.96
Capital Opportunities/1/ 0.80 0.06 -- 0.86 -- 0.86
Mid-Cap Growth/1/ 0.90 0.06 -- 0.96 -- 0.96
Global Growth/1/ 1.10 0.19 -- 1.29 -- 1.29
Equity Index 0.25 0.04 -- 0.29 -- 0.29
Small-Cap Index/2/ 0.50 0.13 -- 0.63 (0.02) 0.61
REIT 1.10 0.04 -- 1.14 -- 1.14
Inflation Managed/2/ 0.60 0.05 -- 0.65 -- 0.65
Managed Bond/2/ 0.60 0.05 -- 0.65 -- 0.65
Money Market 0.34 0.04 -- 0.38 -- 0.38
High Yield Bond/2/ 0.60 0.05 -- 0.65 -- 0.65
Large-Cap Value/2/ 0.85 0.05 0.05 0.95 -- 0.95
----------------------------------------------------------------------------------------

/1/ Expenses are estimated. There were no actual
advisory fees or expenses for these portfolios in
2000 because the portfolios started after December
31, 2000.
/2/ Total adjusted net expenses for these portfolios,
after deduction of an offset for custodian credits
and the 12b-1 recapture were: 0.84% for Aggressive
Equity Portfolio, 1.30% for Emerging Markets
Portfolio, 0.98% for Diversified Research
Portfolio, 0.69% for Small-Cap Equity Portfolio,
1.60% for I-Net Tollkeeper Portfolio, 0.69% for
Equity Income Portfolio, 0.88% for Mid-Cap Value
Portfolio, 0.60% for Small-Cap Index Portfolio,
0.62% for Inflation Managed Portfolio, 0.64% for
Managed Bond Portfolio, 0.64% for High Yield Bond
Portfolio, and 0.90% for Large-Cap Value Portfolio.
+ The fund has a brokerage enhancement 12b-1 plan
under which brokerage transactions, subject to best
price and execution, may be placed with certain
broker-dealers in return for credits, cash or other
compensation ("recaptured commissions"). While a
portfolio pays the cost of brokerage when it buys
or sells a portfolio security, there are no fees or
charges to the fund under the plan. Recaptured
commissions may be used to promote and market fund
shares and the distributor may therefore defray
expenses for distribution that it might otherwise
incur. The SEC staff requires that the amount of
recaptured commissions be shown as an expense in
the chart above.

PACIFIC SELECT ESTATE PRESERVER - NY BASICS

When you buy a Pacific Select Estate Preserver - NY
life insurance policy, you're entering into a contract
with Pacific Life & Annuity Company. Your contract with
us is made up of your application, your policy,
applications to change or reinstate the policy, any
amendments, riders or endorsements to your policy, and
specification pages.

Policy amendments When we approve your signed application, we'll issue
and endorsements your policy. If your application does not meet our
are a part of your underwriting and administrative requirements, we can
policy and confirm reject it or ask you for more information. Once we
changes you or we receive your first premium payment, and any contractual
make to the policy. and administrative requirements have been met, we'll
consider your policy to be in force. Our obligations
Specification pages under the policy begin when the policy is in force and
summarize has been delivered to you.
information
specific to your Your policy will be in force until one of the following
policy at the time happens:
the policy is . both people insured by the policy die
issued. . the grace period expires and your policy lapses, or
. you surrender your policy.

Riders provide If your policy is not in force when both people insured
extra benefits, by the policy die, we are not obligated to pay the
some at additional death benefit proceeds to your beneficiary.
cost. Not all
riders are Pacific Select Estate Preserver - NY is a last survivor
available in every flexible premium variable life insurance policy that
state and some insures the lives of two people and pays death benefit
riders may only be proceeds after both people have died.
added when you
apply for your Under a flexible premium life insurance policy, you
policy. have the flexibility to choose the amount and frequency
of your premium payments. You must, however, pay enough
Last survivor life premiums to cover the ongoing cost of policy benefits.
insurance may be
appropriate for two A premium load is deducted from each premium payment
spouses who want to you make. The resulting net premium is allocated to the
provide a death investment options you choose, and becomes part of your
benefit for their policy's accumulated value.
children.
Charges are deducted from the accumulated value each
This may not be the month to help cover the cost of the policy's death
right kind of benefit and other expenses. If there is not enough
policy for someone accumulated value to cover the monthly charge on the
who wants to day we make the deduction, your policy may lapse after
provide a death a grace period - which means you'll no longer have any
benefit for his or insurance coverage.
her spouse. In that
case, a policy that Investment earnings will increase your policy's
insures a single accumulated value, while investment losses will
life may be more decrease it. The premium payments you'll be required to
appropriate. make to keep your policy in force will be influenced by
the investment results of the investment options you've
Please discuss your chosen.
insurance needs and
financial
objectives with
your registered
representative.

We'll hold your net
premium payments in
the Money Market
investment option
until the free look
transfer date.
Please turn to Your
right to cancel for
details.

---------------------------------------------------------
Owners, people Owners
insured by the The owner is the person named on the application who
policy, and makes the decisions about the policy and its benefits
beneficiaries while it's in force. You can own a policy by yourself
or with someone else. Two or more owners are called
joint owners. You need the signatures of all owners for
Please consult your all policy transactions.
financial advisor
or a lawyer about If one of the joint owners dies, the surviving owners
designating will hold all rights under the policy. If the last
ownership joint owner dies, his or her estate will own the policy
interests. unless you've given us other instructions.

A policy can also be owned by an institution, trust,
corporation or group or sponsored arrangement. These
If you would like owners often buy more than one policy, which may
to change the owner qualify them for reduced charges or lower premium
of your policy, payments.
please contact us
or your registered We may reduce or waive the sales load or surrender
representative for charges on policies sold to our directors or employees,
a change of owner to any of our affiliates, or to trustees, employees or
form. We can affiliates of the fund.
process the change
only if we receive You can change the owner of your policy by completing a
your instructions change of owner form. Once we've received and recorded
in writing. your request, the change will be effective as of the
day you signed the change of owner form.

People insured by the policy
This policy insures the lives of two people who are
between the ages of 20 and 85 at the time you apply for
your policy, and who have given us satisfactory
evidence of insurability. Your policy refers to these
people as the insureds. The policy pays death benefit
proceeds after both of these people have died.

Risk classes are Each person to be insured by the policy is assigned an
usually based on underwriting or insurance risk class which we use to
age, gender, health calculate cost of insurance and other charges. We
and whether or not normally use the medical or paramedical underwriting
the person to be method to assign underwriting or insurance risk
insured by the classes, which may require a medical examination. We
policy smokes. Most may, however, use other forms of underwriting if we
insurance companies think it's appropriate.
use similar risk
classification
criteria.

When we refer to When we use a person's age in policy calculations, we
age throughout this generally use his or her age as of the nearest policy
prospectus, we're date, and we add one year to this age on each policy
using the word as anniversary date. For example, when we talk about
we've defined it someone "reaching age 100", we're referring to the
here, unless we policy anniversary date closest to that person's 100th
tell you otherwise. birthday, not to the day when he or she actually turns
100.

PACIFIC SELECT ESTATE PRESERVER - NY BASICS

Beneficiaries
The beneficiary is the person, people, entity or
If you would like entities you name to receive the death benefit
to change the proceeds. Here are some things you need to know about
beneficiary of your naming beneficiaries:
policy, please
contact us or your . You can name one or more primary beneficiaries who
registered each receive an equal share of the death benefit
representative for proceeds unless you tell us otherwise. If one
a change of beneficiary dies, his or her share will pass to the
beneficiary form. surviving primary beneficiaries in proportion to the
We can process the share of the proceeds they're entitled to receive,
change only if we unless you tell us otherwise.
receive your
instructions in . You can also name a contingent beneficiary for each
writing. primary beneficiary you name. The contingent
beneficiary will receive the death benefit proceeds
if the primary beneficiary dies.

. You can choose to make your beneficiary permanent
(sometimes called irrevocable). You cannot change a
permanent beneficiary's rights under the policy
without his or her permission.

. If none of your beneficiaries is still living when
the death benefit proceeds are payable, you as the
policy owner will receive the proceeds. If you're no
longer living, the proceeds will go to your estate.

. You can change your beneficiary at any time while
either person insured by the policy is still living,
and while the policy is in force. The change will be
effective as of the day you signed the change of
beneficiary form.

---------------------------------------------------------
Policy date, Your policy date
monthly payment This is usually the day we approve your policy
date, policy application. It's also the beginning of your first
anniversary date policy year. Your policy's monthly, quarterly, semi-
annual and annual anniversary dates are based on your
policy date.

The policy date is set so that it never falls on the
29th, 30th or 31st of any month. We'll apply your first
premium payment as of your policy date or as of the day
we receive your premium, whichever is later.

Backdating your policy
You can have your policy backdated up to six months, as
long as we approve it. Backdating in some cases may
lower your cost of insurance rates since these rates
are based on the ages of the people insured by the
policy. Your first premium payment must cover the
premium load and monthly charges for the period between
the backdated policy date and the day your policy is
issued.

Your monthly payment date
This is the day we deduct the monthly charges from your
policy's accumulated value. The first monthly payment
date is your policy date, and it's the same day each
month thereafter. Monthly charges are explained in the
section called Your policy's accumulated value.

Your policy anniversary date
This is the same day as your policy date every year
after we issue your policy. A policy year starts on
your policy date and each anniversary date, and ends on
the day before the next anniversary date.

---------------------------------------------------------
Statements and We send the following statements and reports to policy
reports owners:
we'll send you
. a confirmation for many financial transactions,
usually including premium payments and transfers,
We can create loans, loan repayments, withdrawals and surrenders.
customized Monthly deductions and scheduled transactions made
hypothetical under the dollar cost averaging and portfolio
illustrations of rebalancing programs are reported on your quarterly
benefits under your policy statement.
policy based on
different . a quarterly policy statement. The statement will tell
assumptions. you the accumulated value of your policy by
investment option, cash surrender value, the amount
We'll send you one of the death benefit, the policy's face amount, and
policy illustration any outstanding loan amount. It will also include a
free of charge each summary of all transactions that have taken place
policy year if you since the last quarterly statement, as well as any
ask for one. We other information required by law.
reserve the right
to charge $25 for . supplemental schedules of benefits and planned
additional periodic premiums. We'll send these to you if you
illustrations. change your policy's face amount or change any of the
policy's other benefits.

. financial statements, at least annually or as
required by law, of the separate account and Pacific
Select Fund, that include a listing of securities for
each portfolio of the Pacific Select Fund.

---------------------------------------------------------
Your right to During the free look period, once your policy is in
cancel force you have the right to cancel (or refuse) your
policy and return it to us or your registered
Please call us or representative for a refund.
your registered
representative if The amount of your refund will be the amount of the
you have questions premium payments you've made. We'll always deduct any
about your right to outstanding loan amount from the amount we refund to
cancel your policy. you.

You'll find a complete description of the free look
period that applies to your policy on the policy's
cover sheet, or on a notice that accompanied your
policy. The free look period ends 10 days after you
receive your policy. If you are replacing another life
insurance policy, your free look period ends 60 days
after you receive your policy.

If you cancel your policy during the free look period,
we're required to refund the premium payments you've
made. We'll hold the net premiums in the Money Market
investment option until the free look transfer date. On
that day, we'll transfer the accumulated value in the
Money Market investment option to the investment
options you've chosen.

The free look transfer date is the latest of the
following:

. 10 days after we issue your policy
. when we consider your policy to be in force.

PACIFIC SELECT ESTATE PRESERVER - NY BASICS

---------------------------------------------------------
Timing of payments, Effective date
forms and requests Once your policy is in force, the effective date of
payments, forms and requests you send us is usually
A business day, determined by the day and time we receive the item in
called a valuation proper form at the mailing address that appears on the
date in your back cover of this prospectus.
policy, is any day
that the New York Planned periodic premium payments, loan requests,
Stock Exchange and transfer requests, loan payments or withdrawal or
our life insurance surrender requests that we receive in proper form
client services before 4:00 p.m. Eastern time on a business day will
offices are open. normally be effective as of the end of that day, unless
It usually ends at the transaction is scheduled to occur on another
4:00 p.m. Eastern business day. If we receive your payment or request on
time. or after 4:00 p.m. Eastern time on a business day, your
payment or request will be effective as of the end of
The New York Stock the next business day. If a scheduled transaction falls
Exchange is usually on a day that is not a business day, we'll process it
closed on weekends as of the end of the next business day.
and on the
following days: Other forms, notices and requests are normally
. New Year's Day, effective as of the next business day after we receive
Martin Luther them in proper form, unless the transaction is
King, Jr. Day, scheduled to occur on another business day. Change of
President's Day, owner and beneficiary forms are effective as of the day
Good Friday, you sign the change form, once we receive them in
Memorial Day, proper form.
July Fourth,
Labor Day, Proper form
Thanksgiving Day We'll process your requests once we receive all
and Christmas letters, forms or other necessary documents, completed
Day, and to our satisfaction. Proper form may require, among
. the Friday before other things, a signature guarantee or some other proof
New Year's Day, of authenticity. We do not generally require a
July Fourth or signature guarantee, but we may ask for one if it
Christmas Day if appears that your signature has changed, if the
that holiday signature does not appear to be yours, if we have not
falls on a received a properly completed application or
Saturday confirmation of an application, or for other reasons to
. the Monday protect you and us.
following New
Year's Day, July When we make payments and transfers
Fourth or We'll normally send the proceeds of transfers,
Christmas Day if withdrawals, loans, surrenders, exchanges and death
that holiday benefit payments within seven days after the effective
falls on a Sunday date of the request in proper form. We may delay
unless unusual payments and transfers, or the calculation of payments
business conditions and transfers based on the value in the variable
exist, such as the investment options under unusual circumstances, for
ending of a monthly example, if:
or yearly
accounting period. . the New York Stock Exchange closes on a day other
than a regular holiday or weekend
Our client services . an emergency exists as determined by the SEC, as a
offices are also result of which the sale of securities is not
usually closed on practicable, or it is not practicable to determine
the following days: the value of a variable account's assets.
. the Monday before
New Year's Day, We may delay transfers and payments from the fixed
July Fourth, or options, including the proceeds from withdrawals,
Christmas Day, if surrenders and loans, for up to six months. We'll pay
any of these interest at an annual rate of at least 3% on any
holidays falls on withdrawals or surrender proceeds from the fixed
a Tuesday options that we delay for 30 days or more.
. the Tuesday
before Christmas We pay interest at an annual rate of at least 3% on
Day if that death benefit proceeds, calculated from the day the
holiday falls on last surviving person insured by the policy dies to the
a Wednesday day we pay the proceeds.
. the Friday after
New Year's Day,
July Fourth or
Christmas Day, if
any of these
holidays falls on
a Thursday
. the Friday after
Thanksgiving.

Call us or contact
your registered
representative if
you have any
questions about the
proper form
required for a
request.

To request payment
of death benefit
proceeds, send us
proof of death and
payment
instructions.

---------------------------------------------------------
Telephone and You can make loans or transfers, and give us
electronic instructions regarding the dollar cost averaging
transactions program or portfolio rebalancing program, by telephone
any time after the free look period as long as we have
Please ask your your signed authorization form on file.
registered
representative for Certain registered representatives are able to give us
more information instructions electronically if authorized by you. You
regarding may appoint your registered representative to give us
electronic instructions on your behalf by completing and filing a
transactions. telephone and electronic authorization form with us.

Here are some things you need to know about telephone
and electronic transactions:

. You must complete a telephone and electronic
authorization form.
. If your policy is jointly owned, all joint owners
must sign the telephone and electronic authorization.
We'll take instructions from any owner or anyone you
appoint.
. We may use any reasonable method to confirm that your
telephone or electronic instructions are genuine. For
example, we may ask you to provide personal
identification or we may record all or part of the
telephone conversation. We may refuse any transaction
request made by telephone or electronically.

We'll send you a written confirmation of each telephone
and electronic transaction.

Sometimes, you may not be able to make loans or
transfers by telephone or electronically, for example,
if our telephone lines or our website are busy because
of unusual market activity or a significant economic or
market change, or our telephone lines or the Internet
are out of service during severe storms or other
emergencies. In these cases, you can send your request
to us in writing, or call us the next business day or
when service has resumed.

When you send us your telephone and electronic
authorization form, you agree that:

. we can accept and act upon instructions you or anyone
you appoint give us over the telephone or
electronically
. neither we, the administrator, any of our affiliates,
the Pacific Select Fund, or any director, trustee,
officer, employee or agent of ours or theirs will be
liable for any loss, damages, cost or expenses that
result from transactions processed because of a
request by telephone or submitted electronically that
we believe to be genuine, as long as we have followed
our own procedures
. you bear the risk of any loss that arises from your
right to make loans or transfers over the telephone
or electronically.

THE DEATH BENEFIT

We'll pay death benefit proceeds to your beneficiary
after the last surviving person insured by the policy
dies while the policy is still in force. Your
beneficiary generally will not have to pay federal
income tax on death benefit proceeds.

This policy offers four death benefit options, Options
Your policy's A, B, C and D. The option you choose will generally
initial amount of depend on which is more important to you: a larger
insurance coverage death benefit or building the accumulated value of your
is its initial face policy.
amount. We
determine the face Here are some things you need to know about the death
amount based on benefit:
instructions
provided in your . You choose your death benefit option on your policy
application. application.

The minimum face . If you do not choose a death benefit option, we'll
amount when a assume you've chosen Option A.
policy is issued is
usually $100,000, . The death benefit will always be the greater of the
but we may reduce death benefit under the option you choose or the
this in some guideline minimum death benefit.
circumstances.
. The death benefit will never be lower than the face
You'll find your amount of your policy if you've chosen Option A, B or
policy's face D. Of course, the death benefit proceeds will always
amount, which be reduced by any outstanding loan amount.
includes any
increases or . We'll pay the death benefit proceeds to your
decreases, in the beneficiary when we receive proof of the deaths of
specification pages both of the people insured by the policy.
in your policy.
. After the youngest person insured by the policy
reaches age 100, the death benefit equals the
accumulated value.

---------------------------------------------------------
Choosing your death You can choose one of the following four options for
benefit option the death benefit on your application. The graphs below
help you compare the options using several hypothetical
examples.

Option A - the Option B - the face amount of
face amount of your policy plus its accumulated
your policy. value.

[ILLUSTRATION [ILLUSTRATION APPEARS HERE]
APPEARS HERE]
The death benefit changes as
your policy's accumulated value
changes. The better your
investment options perform, the
larger the death benefit will
be.

Option C - the Option D - the face amount of
face amount of your policy multiplied by a
your policy plus death benefit factor.
the total premiums
you've paid minus
any withdrawals or [ILLUSTRATION APPEARS HERE]
distributions
made. The death benefit gradually
increases over time no matter
how your investment options
[ILLUSTRATION perform, as long as there is
APPEARS HERE] enough accumulated value to keep
your policy in force.
The more premiums
you pay and the
less you withdraw,
the larger the
death benefit will
be.

---------------------------------------------------------
How we calculate the death benefit for
Option D

If you choose Option D, we'll calculate the death
benefit by multiplying the face amount by a death
benefit factor. The death benefit factor is a number
from 1.0 to 2.0. A factor of 1.0 means the death
benefit equals the face amount. A factor of 2.0 means
the death benefit is two times the face amount.

The factor changes on each policy anniversary and is
based on the joint equal age of the people insured by
the policy and the number of completed policy years.
Joint equal age is a calculation that blends the ages
and insurance risks of the two people insured by the
policy. Generally, the death benefit factor will reach
the maximum of 2.0 when joint equal age plus the number
of completed policy years is between 85 and 90. You'll
find more information about how we calculate joint
equal age in Appendix A.

You'll find more information about the death benefit
factor in Appendix D and in your policy.

---------------------------------------------------------
The guideline The guideline minimum death benefit is the minimum
minimum death death benefit needed for your policy to qualify as life
benefit insurance under Section 7702 of the Internal Revenue
Code. If the amount of the death benefit under the
If your policy's option you choose is less than the guideline minimum
death benefit is death benefit, we'll adjust your death benefit to equal
equal to the the guideline minimum death benefit.
guideline minimum
death benefit, and We calculate the guideline minimum death benefit by
the net amount at multiplying the accumulated value of your policy by a
risk is more than death benefit percentage. This percentage is based on
three times the the age of the younger person insured by the policy,
death benefit on and will increase over time. You'll find a table of
the policy date, we guideline minimum death benefit percentages in
may reduce the Appendix C.
death benefit by
making withdrawals
from your policy.

We will not charge
you our usual $25
withdrawal fee, but
the withdrawals may
be taxable. Please
turn to
Withdrawals,
surrenders and
loans for
information about
making withdrawals.

---------------------------------------------------------
When we pay the We calculate the amount of the death benefit proceeds
death benefit as of the end of the day the last surviving person
insured by the policy dies. If that person dies on a
Your beneficiary day that is not a business day, we calculate the
can choose to proceeds as of the next business day.
receive the death
benefit proceeds in Your policy's beneficiary must send us proof that both
a lump sum or use people insured by the policy died while the policy was
it to buy an income in force, along with payment instructions. If both
benefit. Please see people insured by the policy die at the same time, or
the discussion if it's not clear who died first, we'll assume the
about income younger of the two died first.
benefits in General
information about Death benefit proceeds equal the total of the death
your policy. benefits provided by your policy and any riders you've
added, minus any outstanding loan amount, minus any
It is important overdue charges.
that we have a
current address for We'll pay interest at an annual rate of at least 3% on
your beneficiary so the death benefit proceeds, calculated from the day the
that we can pay last surviving person insured by the policy dies to the
death benefit day we pay the proceeds.
proceeds promptly.
If we cannot pay
the proceeds to
your beneficiary
within five years
of the death of the
last surviving
person insured by
the policy, we'll
be required to pay
them to the state.

THE DEATH BENEFIT

---------------------------------------------------------
Comparing the death The tables below compare the death benefits provided by
benefit options the policy's four death benefit options. The examples
are intended only to show differences in death benefits
and net amounts at risk. Accumulated value assumptions
may not be realistic.

Example A assumes These examples show that each death benefit option
the following: provides a different level of protection. Keep in mind
that cost of insurance charges, which affect your
. the people policy's accumulated value, increase with the amount of
insured by the the death benefit, as well as over time. The cost of
policy are male insurance is charged at a rate per $1,000 of the
and female non- discounted net amount at risk. As the net amount at
smokers, each age risk increases, your cost of insurance increases.
45 at the time Accumulated value also varies depending on the
the policy was performance of the investment options in your policy.
issued
. face amount is
$1,000,000
. accumulated value
at year 20 is
$600,000
. total premiums
paid into the
policy at year 20
is $300,000
. the death benefit
percentage for
the guideline
minimum death
benefit is 120%
. the death benefit
factor for Option
D at year 20 is
108.4%
. the guideline
minimum death
benefit is
$720,000
(accumulated
value times a
death benefit
percentage factor
of 120%)

------------------------------------------------------------------------------------------
Example A The death benefit is the larger
of these two amounts
-------------------------------
Death Death benefit Guideline Net amount at risk
benefit How it's under minimum used for cost of
option calculated the option death benefit insurance charge
------------------------------------------------------------------------------------------

Option A Face amount $1,000,000 $720,000 $397,540.10
Option B Face amount plus
accumulated value $1,600,000 $720,000 $996,064.16
Option C Face amount plus
premiums less distributions $1,300,000 $720,000 $696,802.13
Option D Face amount times
death benefit factor $1,084,000 $720,000 $481,333.47
------------------------------------------------------------------------------------------

Example B uses the
same assumptions as
Example A, but has
an accumulated
value of
$1,400,000. Because
accumulated value
has increased, the
guideline minimum
death benefit is
now $1,680,000
($1,400,000 times a
death benefit
factor of 120%).

------------------------------------------------------------------------------------------
Example B The death benefit is the larger
of these two amounts
-------------------------------
Death Death benefit Guideline Net amount at risk
benefit How it's under minimum used for cost of
option calculated the option death benefit insurance charge
------------------------------------------------------------------------------------------

Option A Face amount $1,000,000 $1,680,000 $275,867.37
Option B Face amount plus
accumulated value $2,400,000 $1,680,000 $994,096.24
Option C Face amount plus
premiums less distributions $1,300,000 $1,680,000 $275,867.37
Option D Face amount times
death benefit factor $1,084,000 $1,680,000 $275,867.37
------------------------------------------------------------------------------------------

---------------------------------------------------------
Changing your death You can change your death benefit option after your
benefit option fifth policy year. Here's how it works:

We will not change . You can change the death benefit once in any policy
your death benefit year.
option if it means . You must send us your request in writing.
your policy will be . You can only change to Option A or Option B.
treated as a . The change will become effective on the first monthly
modified endowment payment date after we receive your request. If we
contract, unless receive your request on a monthly payment date, we'll
you've told us in process it that day.
writing that this . The face amount of your policy will change by the
would be acceptable amount needed to make the death benefit under the new
to you. Modified option equal the death benefit under the old option
endowment contracts just before the change. We will not let you change
are discussed in the death benefit if doing so means the face amount
Variable life of your policy will become less than $100,000. We may
insurance and your waive this minimum amount under certain
taxes. circumstances.
. Changing the death benefit option can also affect the
Net amount at risk monthly cost of insurance charge since this charge
is the difference varies with the net amount at risk.
between the death . The new death benefit option will be used in all
benefit that would future calculations.
be payable if both
people insured by
the policy died,
and the accumulated
value of your
policy.

---------------------------------------------------------
Decreasing the face You can decrease your policy's face amount starting on
amount the first policy anniversary as long as we approve it.
Here's how it works:
Decreasing the face
amount may affect . You can decrease the face amount as long as at least
your policy's tax one of the people insured by the policy is still
status. To ensure living.
your policy . You can only decrease the face amount once in any
continues to policy year.
qualify as life . You must send us your request in writing while your
insurance, we might policy is in force.
be required to . The decrease will become effective on the first
return part of your monthly payment date after we receive your request.
premium payments to If we receive your request on a monthly payment date,
you, or make we'll process it that day.
distributions from . Decreasing the face amount can affect the monthly
the accumulated cost of insurance charge since this charge varies
value, which may be with the net amount at risk.
taxable. . We can refuse your request to make the face amount
less than $100,000. We can waive this minimum amount
We will not in certain situations, such as group or sponsored
decrease the face arrangements.
amount if it means
your policy will be If you decrease your face amount in the first 10 years
treated as a of the policy, we'll deduct a surrender charge from
modified endowment your policy's accumulated value. Please turn to
contract, unless Withdrawals, surrenders and loans for information about
you've told us in how we calculate surrender charges.
writing that this
would be acceptable
to you.

For more
information, please
see Variable life
insurance and your
taxes.

---------------------------------------------------------
Optional riders There are five optional riders that provide extra
benefits, some at additional cost. Not all riders are
We offer other available in every state, and some riders may only be
variable life added when you apply for your policy.
insurance policies
which provide . Last survivor added protection benefit
insurance Provides level or varying term insurance on the two
protection on the people insured by the policy.
lives of two people
or on the life of . Individual annual renewable term rider
one person. The Provides level or varying term insurance on either or
loads and charges both people insured by the policy.
on these policies
may be different. . Policy split option rider
Combining a policy Splits the policy into two individual policies with
and a rider, evidence of insurability.
however, may be
more economical . Accelerated living benefits rider
than adding another Gives the policy owner access to a portion of the
policy. It may also policy's death benefit if the last surviving person
be more economical insured by the policy has been diagnosed with a
to provide an terminal illness resulting in a life expectancy of
amount of insurance six months or less (or longer than six months in some
coverage through a states).
policy alone.
. Estate tax repeal rider
Gives the policy owner a conditional right to return
the policy to us and receive its accumulated value
less any outstanding loan amount, plus a refund of
certain loads and charges.
Ask your registered
representative for Certain restrictions may apply and are described in the
more information rider or benefit. We'll add any rider charges to the
about the riders monthly charge we deduct from your policy's accumulated
available with the value.
policy, or about
other kinds of life
insurance policies
offered by PL&A.

There may be tax
consequences if you
exercise your
rights under the
Accelerated living
benefits rider, the
Estate tax repeal
rider, or either of
the two Policy
split option
riders. Please see
Variable life
insurance and your
taxes for more
information.

Samples of the
provisions for the
extra optional
benefits are
available from us
upon written
request.

HOW PREMIUMS WORK

Your policy gives you the flexibility to choose the
amount and frequency of your premium payments.

The amount, We usually set the amount of your first premium
frequency, and payment. You can schedule the amount and frequency of
period of time over remaining premium payments within certain limits. Each
which you make premium payment must be at least $50.
premium payments
may affect whether We deduct a premium load from each premium payment, and
your policy will be then allocate your net premium to the investment
classified as a options you've chosen. Depending on the performance of
modified endowment your investment options, and on how many withdrawals,
contract, or no loans or other policy features you've taken advantage
longer qualifies as of, you may need to make additional premium payments to
life insurance for keep your policy in force.
tax purposes. See
Variable life If we do not receive the minimum initial premium
insurance and your payment within 20 days after we issue your policy, we
taxes for more can cancel the policy and refund any partial premium
information. payment you've made. We may waive the 20 day
requirement in some cases.

---------------------------------------------------------
Planned periodic You can schedule the amount and frequency of your
premium payments premium payments. We refer to scheduled premium
payments as your planned periodic premium. Here's how
it works:
Even if you pay all
your premiums when . On your application, you choose a fixed amount of at
they're scheduled, least $50 for each premium payment.
your policy could
lapse if the . You indicate whether you want to make premium
accumulated value, payments annually, semi-annually, or quarterly. You
less any can also choose monthly payments using our monthly
outstanding loan Uni-check plan, which is described below.
amount, is not
enough to pay your . We send you a notice to remind you of your scheduled
monthly charges. premium payment (except for monthly Uni-check
Turn to Your payments, which are paid automatically). While you do
policy's not have to make the premium payments you've
accumulated value scheduled, not making a premium payment may have an
for more impact on any financial objectives you may have set
information. for your policy's accumulated value and death
benefit, and could cause your policy to lapse.

. We'll treat any payment you make during the life of
your policy as a loan repayment, not as a premium
payment, unless you tell us otherwise. When a
payment, or any portion of it, exceeds your
outstanding loan amount, we'll treat it as a premium
payment. Some states may require us to consider your
payments as premium payments if you have not given us
instructions to do otherwise.

Monthly Uni-check plan
Once you've made your first premium payment, you can
make monthly premium payments using our Uni-check plan.
Here's how it works:

. you authorize us to withdraw a specified amount from
your checking account each month

. you can choose any day between the 4th and 28th of
the month

. if you do not specify a day for us to make the
withdrawal, we'll withdraw the premium payment on
your policy's monthly anniversary. If your policy's
monthly anniversary falls on the 1st, 2nd or 3rd of
the month, we'll withdraw the payment on the 4th of
each month.

---------------------------------------------------------
Deductions from We deduct a premium load from each premium payment you
your premiums make. The load is made up of three charges:

Your net premium is Sales load
your premium During the first 10 years of your policy, we deduct a
payment less the 0% sales load from each premium payment you make. The
premium load. sales load is 3% after the 10th policy year.

This charge helps pay for the cost of distributing our
policies and is guaranteed not to increase. If our
sales and distribution expenses are more than the sales
load, we can recover these expenses from other charges,
such as the mortality and expense risk charge and the
surrender charge, and from any mortality gains.

State and local tax charge
We deduct 2.35% from each premium payment to pay state
and local premium and other taxes. The actual taxes we
pay vary from state to state, and in some instances,
among municipalities. This rate approximates the
average rate we pay for all states. We do not expect to
profit from this charge, and do not expect to change
the rate unless the rate we pay increases.

Federal tax charge
We deduct 1.50% from each premium payment to pay
federal taxes. We reserve the right to change this rate
to respond to changes in law.

---------------------------------------------------------
Allocating your We generally allocate your net premiums to the
premiums investment options you've chosen on your application on
the day we receive them. We currently limit your
There are special allocations to 20 investment options at one time.
restrictions when
allocating premiums
to the Fixed LT We allocate your first premium on the free look
account. transfer date. We'll hold your net premiums in the
Money Market investment option until the free look
transfer date, and then transfer them to the investment
Please turn to Your options you've chosen.
investment options
for more
information about
the investment
options.

---------------------------------------------------------
Limits on the Federal tax law puts limits on the amount of premium
premium payments payments you can make in relation to your policy's
you can make death benefit. These limits apply in the following
situations:

Before you buy a . If accepting the premium means your policy will no
policy, you can ask longer qualify as life insurance for federal income
us or your tax purposes.
registered
representative for The total amount you can pay in premiums and still have
a personalized your policy qualify as life insurance is your policy's
illustration that guideline premium limit. The sum of the premiums paid,
will show you the less any withdrawals, at any time cannot exceed the
guideline single guideline premium limit, which is the greater of:
premium and
guideline level . the guideline single premium or
annual premiums. . the sum of the guideline level annual premiums.

Your policy's guideline single premium and guideline
level annual premiums appear on your policy's
specification pages.

We may refuse to accept all or part of a premium
payment if, by accepting it, you will exceed your
policy's guideline premium limit. If we find that
you've exceeded your guideline premium limit, we may
remove all or part of a premium you've paid from your
policy as of the day we applied it, and return it to
you. We'll adjust the death benefit retroactively to
that date to reflect the reduction in premium payments.

HOW PREMIUMS WORK

You'll find a . If applying the premium in that policy year means your
detailed discussion policy will become a modified endowment contract.
of modified
endowment contracts A life insurance policy will become a modified
in Variable life endowment contract if the sum of premium payments made
insurance and your during the first seven contract years, less a portion
taxes. of withdrawals, exceeds the seven-pay limit defined in
Section 7702A of the Internal Revenue Code.

Unless you've told us in writing that you want your
policy to become a modified endowment contract, we'll
remove all or part of the premium payment from your
policy as of the day we applied it and return it to
you. We'll also adjust the death benefit retroactively
to that date to reflect the reduction in premium
payments. If we receive such a premium within 20 days
before your policy anniversary, we'll hold it and apply
it to your policy on the anniversary date.

In both of these situations, if we remove an excess
premium from your policy, we'll return the premium
amount to you no later than 60 days after the end of
that policy year. We may adjust the amount for interest
or for changes in accumulated value that relate to the
amount of the excess premium payment we're returning to
you.

If we do not return the premium amount to you within
that time, we'll increase your policy's death benefit
retroactively, to the day we applied the premium, and
prospectively, so that it's always the amount necessary
to ensure your policy qualifies as life insurance, or
to prevent it from becoming a modified endowment
contract. If we increase your death benefit, we'll
adjust cost of insurance or rider charges retroactively
and prospectively to reflect the increase.

Net amount at risk . If applying the premium payment to your policy will
is the difference increase the net amount at risk. This will happen if
between the death your policy's death benefit is equal to the guideline
benefit that would minimum death benefit or would be equal to it once we
be payable if both applied your premium payment.
people insured by
the policy died and We may choose to accept your premium payment in this
the accumulated situation, but before we do so, we may require
value of your satisfactory evidence of the insurability of the two
policy. people insured by the policy.

We will not accept premium payments after the youngest
person insured by the policy reaches age 100.

YOUR POLICY'S ACCUMULATED VALUE

Accumulated value Accumulated value is the value of your policy on any
is used as the business day.
basis for
determining policy We use it to calculate how much money is available to
benefits and you for loans and withdrawals, and how much you'll
charges. receive if you surrender your policy. It also affects
the amount of the death benefit if you choose a death
benefit option that's calculated using accumulated
value.

The accumulated value of your policy is not
guaranteed - it depends on the performance of the
investment options you've chosen, the premium payments
you've made, policy charges and how much you've
borrowed or withdrawn from the policy.

---------------------------------------------------------
Calculating your Your policy's accumulated value is the total amount
policy's allocated to the variable investment options and the
accumulated value fixed options, plus the amount in the loan account.

Please see Taking We determine the value allocated to the variable
out a loan for investment options on any business day by multiplying
information about the number of accumulation units for each variable
loans and the loan investment option credited to your policy on that day,
account. by the variable investment option's unit value at the
end of that day. The process we use to calculate unit
values for the variable investment options is described
in Your investment options.

---------------------------------------------------------
Monthly deductions We deduct a monthly charge from your policy's
accumulated value in the investment options each
If there is not monthly payment date.
enough accumulated
value to pay the Unless you tell us otherwise, we deduct the monthly
monthly charge, charge from the investment options that make up your
your policy could policy's accumulated value, in proportion to the
lapse. The accumulated value you have in each option. This charge
performance of the is made up of three charges:
investment options
you choose, not Cost of insurance
making planned This charge is for providing you with life insurance
premium payments, protection. Like other policy charges, we may profit
or taking out a from the cost of insurance charge and may use these
loan all affect the profits for any lawful purpose such as the payment of
accumulated value distribution and administrative expenses.
of your policy.
There are maximum or guaranteed cost of insurance rates
You'll find a associated with your policy. When the younger of the
discussion about two people insured by your policy reaches age 100, the
when your policy guaranteed cost of insurance rate is zero - in other
might lapse, and words, you no longer pay any cost of insurance.
what you can do to
reinstate it, later The guaranteed rates include the insurance risks
in this section. associated with insuring two people. They are
calculated using 1980 Commissioners Standard Ordinary
Unisex rates are Mortality Tables or the 1980 Commissioners Ordinary
used when a policy Mortality Table B, which are used for unisex cost of
is owned by an insurance rates. The rates are also based on the ages,
employer in gender and risk classes of the people insured by the
connection with policy unless unisex rates are required.
employment-related
or benefit Our current cost of insurance rates will apply
programs. uniformly to all members of the same class. Any changes
in the cost of insurance will apply uniformly to all
Class is determined members of the same class. These rates generally
by a number of increase as the ages of the two people increase, and
factors, including they vary with the number of years the policy has been
the age, risk in force. Our current rates are lower than the
classification, guaranteed rates and they will not exceed the
smoking status and guaranteed rates in the future.
gender (unless
unisex rates are
required) of the
two people insured
by the policy, and
the policy date and
duration.

YOUR POLICY'S ACCUMULATED VALUE

---------------------------------------------------------
How we calculate cost of insurance

We calculate cost of insurance by multiplying the
current cost of insurance rate by a discounted net
amount at risk at the beginning of each policy month.

Net amount at risk for the cost of insurance
calculation is the difference between a discounted
death benefit that would be payable if both people
insured by the policy died, and the accumulated value
of your policy. We calculate it in two steps:

. Step 1: we divide the death benefit that would be
payable at the beginning of the policy month by
1.002466.

. Step 2: we subtract your policy's accumulated value
at the beginning of the policy month from the amount
we calculated in step 1.

Administrative charge
We deduct a charge of $7.50 a month. We guarantee that
this charge will not increase. When the younger of the
two people insured by the policy reaches age 100, the
administrative charge is zero - in other words, you no
longer pay any administrative charge.

If you buy additional Pacific Select Estate
Preserver - NY policies that insure the same two
people, we will not deduct the administrative charge
from the additional policies. Instead, we'll deduct
$200 from each policy's first premium payment to help
cover our processing costs.

Mortality and expense risk charge
Mortality risk is the chance that the people insured by
policies we've issued do not live as long as expected.
This means the cost of insurance charges specified in
the policies may not be enough to pay out actual
claims.

Expense risk is the chance that our actual
administrative and operating expenses are more than
expenses we expected.

The mortality and expense risk charge helps compensate
us for these risks. It has two components, which are
described in the box on the following page. We
guarantee this charge will not increase.

Charges for optional riders
If you add any riders to your policy, we add any
charges for them to your monthly charge.

---------------------------------------------------------
An example How we calculate the mortality and expense risk charge

For a policy with: The mortality and expense risk charge has two
. a joint equal age components: a face amount component and an accumulated
of 50 value component.
. a face amount of
$100,000 . Face amount component We deduct a face amount
. accumulated value component every month during the first 10 policy
of $60,000 after years, at a rate that is based on the joint equal age
deducting any on the policy date and each $1,000 of the initial
outstanding loan face amount of your policy. The rates for the face
amount. amount component are shown in Appendix B. Joint equal
age is a calculation that combines the ages and
The maximum monthly insurance risks of the two people insured by the
charge for the face policy, and is explained in Appendix A.
amount component is
$15.50 . Accumulated value component We deduct an accumulated
(($100,000 / 1,000) value component every month during the first 20
X 0.155). policy years at an annual rate of 0.90% (0.075%
monthly) of your policy's accumulated value in the
The monthly charge investment options. During policy years 11 through
for the accumulated 20, we reduce the annual rate to 0.30% (0.025%
value component is monthly) of the accumulated value. During policy year
$45 ($60,000 X 21 and thereafter, we further reduce the annual rate
0.075%). The charge to 0.05% (0.0042% monthly) of the accumulated value.
in policy years 11 For the purposes of this charge, the amount of
through 20 would be accumulated value is calculated on the monthly
$15 ($60,000 payment date after we deduct the cost of insurance
X 0.025%) if the and charges for any optional riders.
policy's
accumulated value
was $60,000. The
charge in policy
year 21 (and
thereafter) would
be $2.52 ($60,000 X
.0042%) if the
policy's
accumulated value
was $60,000.

---------------------------------------------------------
Lapsing and Your policy will lapse if there is not enough
reinstatement accumulated value, after subtracting any outstanding
loan amount, to cover the monthly charge on the day we
make the deduction. Your policy's accumulated value is
affected by the following:

. loans or withdrawals you make from your policy
. not making planned premium payments
. the performance of your investment options
. charges under the policy.

There is no guarantee that your policy will not lapse
even if you pay your planned periodic premium.

If there is not enough accumulated value to pay the
total monthly charge, we deduct the amount that's
available and send you, and anyone you've assigned your
policy to, a notice telling you the minimum amount you
have to pay to keep your policy in force. This minimum
amount is equal to three times the monthly charge that
was due on the monthly payment date when there was not
enough accumulated value to pay the charge.

We'll give you a grace period of 61 days from when we
send the notice to pay the required premium. Your
policy will remain in force during the grace period.

If you do not make the minimum payment
If we do not receive your payment within the grace
period, your policy will lapse with no value. This
means we'll end your life insurance coverage.

YOUR POLICY'S ACCUMULATED VALUE

If you make the minimum payment
If we receive your payment within the grace period,
we'll allocate your net premium to the investment
options you've chosen and deduct the monthly charge
from your investment options in proportion to the
accumulated value you have in each option.

Remember to tell us If your policy is in danger of lapsing and you have an
if a payment is a outstanding loan amount, you may find that making the
premium payment. minimum payment would cause the total premiums paid to
Otherwise, we'll exceed the maximum amount for your policy's face amount
treat it as a loan under tax laws. In that situation, we will not accept
repayment. the portion of your payment that would exceed the
maximum amount. To stop your policy from lapsing,
you'll have to repay a portion of your outstanding loan
amount.

How to avoid future lapsing
To stop your policy from lapsing in the future, you may
want to make larger or more frequent premium payments
if tax laws permit it. Or if you have a loan, you may
want to repay a portion if it.

Paying death benefit proceeds during the grace period
If the last surviving person insured by the policy dies
during the grace period, we'll pay death benefit
proceeds to your beneficiary. We'll reduce the payment
by any unpaid monthly charges and any outstanding loan
amount.

Reinstating a lapsed policy
If your policy lapses, you have five years from the end
of the grace period to apply for a reinstatement. We'll
reinstate it if you send us the following:

. a written application

. evidence satisfactory to us that the two people
insured by the policy are still insurable

. a premium payment sufficient to keep your policy in
force for three months after the day your policy is
reinstated

. payment of all unpaid monthly charges that were due
in the grace period.

We'll reinstate your policy as of the first monthly
payment date on or after the day we approve the
reinstatement. When we reinstate your policy, its
accumulated value will be the same as it was on the day
your policy lapsed. We'll allocate it according to your
most recent premium allocation instructions.

Reinstating a lapsed policy with an outstanding loan
amount
If you had an outstanding loan amount when your policy
lapsed, we will not pay or credit interest on it during
the period between the lapsing and reinstatement of
your policy. There are special rules that apply to
reinstating a policy with an outstanding loan amount:

. If we reinstate your policy on the first monthly
payment date that immediately follows the lapse,
we'll also reinstate the loan amount that was
outstanding the day your policy lapsed.

. If we reinstate your policy on any monthly payment
date other than the monthly payment date that
immediately follows the lapse, we'll deduct the
outstanding loan amount from your policy's
accumulated value. This means you will no longer have
an outstanding loan amount when your policy is
reinstated.

YOUR INVESTMENT OPTIONS

This section tells you about the investment options
available under your policy and how they work.

You can change your We put your premium payments in our general and
premium allocation separate accounts. We own the assets in our accounts
instructions by and allocate your premiums, less any charges, to the
writing or sending investment options you've chosen. Amounts allocated to
a fax. If we have the fixed options are held in our general account.
your completed Amounts allocated to the variable investment options
telephone and are held in our separate account.
electronic
authorization form You choose your initial investment options on your
on file you can application. If you choose more than one investment
call us at 1-888- option, you must tell us the dollar amount or
595-6997 or submit percentage you want to allocate to each option. You can
a request change your premium allocation instructions at any
electronically time.
through your
appointed agent. Or The investment options you choose, and how they
you can ask your perform, will affect your policy's accumulated value
registered and may affect the death benefit. Please review the
representative to investment options carefully and ask your registered
contact us. representative to help you choose the right ones for
your goals and tolerance for risk. Make sure you
You'll find understand any costs you may pay directly and
information about indirectly on your investment options because they will
when we allocate affect the value of your policy.
net premiums to
your investment
options in How
premiums work.

Your policy's
accumulated value
may be allocated to
up to 20 investment
options at any one
time.

---------------------------------------------------------
Variable investment You can choose from 31 variable investment options.
options Each variable investment option is set up as a variable
account under our separate account and invests in a
Variable investment corresponding portfolio of the Pacific Select Fund.
options are also Each portfolio invests in different securities and has
known as variable its own investment goals, strategies and risks. The
accounts. These value of each portfolio will fluctuate with the value
variable accounts of the investments it holds, and returns are not
are divisions of guaranteed. Your policy's accumulated value will
our separate fluctuate depending on the investment options you've
account. We bear chosen. You bear the investment risk of any variable
the direct investment options you choose.
operating expenses
of our separate The following chart is a summary of the Pacific Select
account. For more Fund portfolios. You'll find detailed descriptions of
information about the portfolios in the Pacific Select Fund prospectus
how these accounts that accompanies this prospectus. There's no guarantee
work, see that a portfolio will achieve its investment objective.
About PL&A. You should read the fund prospectus carefully before
investing.
Pacific Life is the
investment adviser
for the Pacific
Select Fund. They
oversee the
management of all
the fund's
portfolios, and
manage two of the
portfolios
directly. They've
retained other
portfolio managers
to manage the other
portfolios.

YOUR INVESTMENT OPTIONS

PORTFOLIO INVESTMENT GOAL THE PORTFOLIO'S PORTFOLIO
MAIN INVESTMENTS MANAGER

Blue Chip Long-term growth of Equity securities of "blue chip" A I M Capital
capital. Current income companies--typically large companies Management, Inc.
is of secondary that are well established in their
importance. respective industries.

Aggressive Growth Long-term growth of Equity securities of small- and A I M Capital
capital. medium-sized growth companies. Management, Inc.

Aggressive Equity Capital appreciation. Equity securities of small emerging- Alliance Capital
growth companies and medium-sized Management L.P.
companies.

Emerging Markets Long-term growth of Equity securities of companies that Alliance Capital
capital. are located in countries generally Management L.P.
regarded as "emerging market"
countries.

Diversified Research Long-term growth of Equity securities of U.S. companies Capital Guardian
capital. and securities whose principal markets Trust Company
are in the U.S.

Small-Cap Equity Long-term growth of Equity securities of smaller and Capital Guardian
capital. medium-sized companies. Trust Company

International Large-Cap Long-term growth of Equity securities of non-U.S. Capital Guardian
capital. companies and securities whose Trust Company
principal markets are outside of the
U.S.

Equity Capital appreciation. Equity securities of large U.S. Goldman Sachs
Current income is of growth-oriented companies. Asset Management
secondary importance.

I-Net Tollkeeper Long-term growth of Equity securities of companies which Goldman Sachs
capital. use, support, or relate directly or Asset Management
indirectly to use of the Internet.
Such companies include those in the
media, telecommunications, and
technology sectors.

Financial Services Long-term growth of Equity securities in the financial INVESCO
capital. services sector. Such companies Funds Group, Inc.
include banks, insurance companies,
brokerage firms and other finance-
related firms.

Health Sciences Long-term growth of Equity securities in the health INVESCO
capital. sciences sector. Such companies Funds Group, Inc.
include medical equipment or supplies,
pharmaceuticals, health care
facilities and other health sciences-
related firms.

Technology Long-term growth of Equity securities in the technology INVESCO
capital. sector. Such companies include Funds Group, Inc.
biotechnology, communications,
computers, electronics, Internet
telecommunications, networking,
robotics, video and other technology-
related firms.

Telecommunications Long-term growth of Equity securities in the INVESCO
capital. Current income telecommunications sector. Such as Funds Group, Inc.
is of secondary companies that offer telephone
importance. service, wireless communications,
satellite communications, television
and movie programming, broadcasting
and Internet access.

Multi-Strategy High total return. A mix of equity and fixed income J.P. Morgan
securities. Investment
Management Inc.

Equity Income Long-term growth of Equity securities of large and medium- J.P. Morgan
capital and income. sized dividend-paying U.S. companies. Investment
Management Inc.

Strategic Value Long-term growth of Equity securities with the potential Janus Capital
capital. for long-term growth of capital. Corporation

PORTFOLIO INVESTMENT GOAL THE PORTFOLIO'S PORTFOLIO
MAIN INVESTMENTS MANAGER

Growth LT Long-term growth of Equity securities of a large number of Janus Capital
capital consistent with companies of any size. Corporation
the preservation of
capital.

Focused 30 Long-term growth of Equity securities selected for their Janus Capital
capital. growth potential. Corporation

Mid-Cap Value Capital appreciation. Equity securities of medium-sized U.S. Lazard Asset
companies believed to be undervalued. Management

International Value Long-term capital Equity securities of companies of any Lazard Asset
appreciation primarily size located in developed countries Management
through investment in outside of the U.S.
equity securities of
corporations domiciled in
countries other than the
U.S.

Capital Opportunities Long-term growth of Equity securities with the potential MFS Investment
capital. for long-term growth of capital. Management

Mid-Cap Growth Long-term growth of Equity securities of medium-sized MFS Investment
capital. companies believed to have above- Management
average growth potential.

Global Growth Long-term growth of Equity securities of any size located MFS Investment
capital. within and outside of the U.S. Management

Equity Index Investment results that Equity securities of companies that Mercury Advisors
correspond to the total are included in the Standard & Poor's
return of common stocks 500 Composite Stock Price Index.
publicly traded in the
U.S.

Small-Cap Index Investment results that Equity securities of companies that Mercury Advisors
correspond to the total are included in the Russell 2000 Small
return of an index of Stock Index.
small capitalization
companies.

REIT Current income and long- Equity securities of U.S. and non-U.S. Morgan Stanley
term capital companies principally engaged in the Asset Management
appreciation. U.S. real estate industry.

Inflation Managed Maximize total return Inflation-indexed bonds of varying Pacific
(formerly called consistent with prudent maturities issued by the U.S. and non Investment
Government Securities) investment management. U.S. governments, their agencies and Management
government sponsored enterprises, and Company
corporations, forward contracts and
derivative instruments relating to
such securities.

Managed Bond Maximize total return Medium and high-quality fixed income Pacific
consistent with prudent securities with varying terms to Investment
investment management. maturity. Management
Company

Money Market Current income consistent Highest quality money market Pacific Life
with preservation of instruments believed to have limited
capital. credit risk.

High Yield Bond High level of current Fixed income securities with lower and Pacific Life
income. medium-quality credit ratings and
intermediate to long terms to
maturity.

Large-Cap Value Long-term growth of Equity securities of large U.S. Salomon Brothers
capital. Current income companies. Asset Management
is of secondary Inc
importance.

YOUR INVESTMENT OPTIONS

An example Calculating unit values
When you choose a variable investment option, we credit
You ask us to your policy with accumulation units. The number of
allocate $6,000 to units we credit equals the amount we've allocated
the Inflation divided by the unit value of the variable account.
Managed investment Similarly, the number of accumulation units in your
option on a policy will be reduced when you make a transfer,
business day. At withdrawal or loan from a variable investment option,
the end of that and when your monthly charges are deducted.
day, the unit value
of the variable The value of an accumulation unit is the basis for all
account is $15. financial transactions relating to the variable
We'll credit your investment options. We calculate the unit value for
policy with 400 each variable account once every business day, usually
units ($6,000 at or about 4:00 p.m. Eastern time.
divided by $15).
Generally, for any transaction, we'll use the next unit
The value of an value calculated after we receive your written request.
accumulation unit If we receive your written request before 4:00 p.m.
is not the same as Eastern time, we'll use the unit value calculated as of
the value of a the end of that business day. If we receive your
share in the request on or after 4:00 p.m. Eastern time, we'll use
underlying the unit value calculated as of the end of the next
portfolio. business day.

For information If a scheduled transaction falls on a day that is not a
about timing of business day, we'll process it as of the end of the
transactions, see next business day. For your monthly charge, we'll use
Pacific Select the unit value calculated on your monthly payment date.
Estate If your monthly payment date does not fall on a
Preserver - NY business day, we'll use the unit value calculated as of
basics. the end of the next business day.

The unit value calculation is based on the following:

. the investment performance of the underlying
portfolio
. any dividends or distributions paid by the underlying
portfolio
. any charges for any taxes that are, or may become,
associated with the operation of the variable
account.

The unit value of a variable account will change with
the value of its corresponding Pacific Select Fund
portfolio. Changes in the unit value of a variable
account will not change the number of accumulation
units credited to your policy.

A look at performance
Performance information may appear in advertisements,
sales literature, or reports to policy owners or
prospective buyers.

Information about the performance of any variable
account of the separate account reflects only the
performance of a hypothetical policy. The calculations
are based on allocating the hypothetical policy's
accumulated value to the variable account during a
particular time period.

Performance information is no guarantee of how a
variable account will perform in the future. You should
keep in mind the investment objectives and policies,
characteristics and quality of the portfolio of the
fund in which the variable account invests, and the
market conditions during the period of time that's
shown.

We may show performance information in any way that's
allowed under the law that applies to it. This may
include presenting a change in accumulated value due to
the performance of one or more variable accounts, or as
a change in a policy owner's death benefit.

We may show performance as a change in accumulated
value over time or in terms of the average annual
compounded rate of return on accumulated value. This
would be based on allocating premium payments for a
hypothetical policy to a particular variable account
over certain periods of time, including one year, or
from the day the variable account started operating. If
a portfolio has existed for longer than its
corresponding variable account, we may also show the
hypothetical returns that the variable account would
have achieved had it invested in the portfolio from the
day the portfolio started operating.

Performance may reflect the deduction of all policy
charges including premium load, the cost of insurance,
the administrative charge, and the mortality and
expense risk charge. The different death benefit
options will result in different expenses for the cost
of insurance, and the varying expenses will result in
different accumulated values.

Performance may also reflect the deduction of the
surrender charge, if it applies, by assuming the
hypothetical policy is surrendered at the end of the
particular period. At the same time, we may give other
performance figures that do not assume the policy is
surrendered and do not reflect any deduction of the
surrender charge.

In our advertisements, sales literature and reports to
policy owners, we may compare performance information
for a variable account to:

. other variable life separate accounts, mutual funds,
or investment products tracked by research firms,
ratings services, companies, publications, or persons
who rank separate accounts or investment products on
overall performance or other criteria
. the Consumer Price Index, to assess the real rate of
return from buying a policy by taking inflation into
consideration.

Reports and promotional literature may also contain our
rating or a rating of our claims-paying ability. These
ratings are set by firms that analyze and rate
insurance companies and by nationally recognized
statistical rating organizations.

You'll find more Fees and expenses paid by the Pacific Select Fund
about Pacific The Pacific Select Fund pays advisory fees and other
Select Fund fees expenses. These are deducted from the assets of the
and expenses in An fund's portfolios and may vary from year to year. They
overview of Pacific are not fixed and are not part of the terms of your
Select Estate policy. If you choose a variable investment option,
Preserver - NY. these fees and expenses affect you indirectly because
they reduce portfolio returns. The fund is governed by
its own Board of Trustees.

YOUR INVESTMENT OPTIONS

---------------------------------------------------------
Fixed options You can also choose from two fixed options: the Fixed
account and the Fixed LT account. The fixed options
The fixed options provide a guaranteed minimum annual rate of interest.
are not securities, The amounts allocated to the fixed options are held in
so they do not fall our general account. We have contracted with Pacific
under any Life to manage our general account assets, subject to
securities act. For investment policies, objectives, directions and
this reason, the guidelines established by our Board.
SEC has not
reviewed the Here are some things you need to know about the fixed
disclosure in this options:
prospectus about
these options. . Accumulated value allocated to the fixed options earn
However, other interest on a daily basis, using a 365-day year. Our
federal securities minimum annual interest rate is 3% during the first
laws may apply to 10 policy years, 3.6% during policy years 11 through
the accuracy and 20, and 3.85% during policy year 21 and thereafter.
completeness of the . We may offer a higher annual interest rate on the
disclosure about fixed options. If we do, we'll guarantee the higher
these options. rate for one year.
. There are no investment risks or direct charges.
For more . There are limitations on when and how much you can
information about transfer from the fixed options. These limitations
the general are described below in Transferring among investment
account, see About options.
PL&A. . We may limit the total amount you allocate to the
Fixed LT account for all Pacific Life policies you
own to $1,000,000 in any 12-month period, and
transfer any amount over $1,000,000 to your other
investment options according to your most recent
instructions. We may increase the $1,000,000 limit at
any time at our sole discretion. You should contact
us to find out if a higher limit is in effect.

---------------------------------------------------------
Transferring among You can transfer among your investment options any time
investment options during the life of your policy without triggering any
current income tax. You can make transfers by writing
You can make to us, by making a telephone or electronic transfer, or
transfers and use by signing up for one of our automatic transfer
transfer programs programs. You'll find more information about making
only after the free telephone and electronic transfers in Pacific Select
look transfer date. Estate Preserver - NY basics.
For more
information, please Transfers will normally be effective as of the end of
see Pacific Select the business day we receive your written, telephone or
Estate electronic request.
Preserver - NY
basics. Here are some things you need to know about making
transfers:
You'll find more
about the first . Your policy's accumulated value may be invested in up
year transfer to 20 investment options at one time.
program later in . If you're making transfers between variable
this section. investment options, there is no minimum amount
required and you can make as many transfers as you
like.
. You can make transfers from the variable investment
options to the Fixed account at any time.
. You can make transfers from the variable investment
options to the Fixed LT account only in the policy
month right before each policy anniversary.
. If you have transferred accumulated value out of the
fixed options, you must wait 90 days before making a
transfer to the Fixed account. However, you can make
transfers to the Fixed account anytime during the
first 18 months of your policy.
. You can only make one transfer from each fixed option
in any 12-month period, except if you've signed up
for the first year transfer program.
. You can only transfer up to the greater of $5,000 or
25% of your policy's accumulated value in the Fixed
account in any 12-month period, except for scheduled
transfers under the first year program.
. You can only transfer up to the greater of $5,000 or
10% of your policy's accumulated value in the Fixed
LT account in any 12-month period.
. Currently, there is no charge for making a transfer
but we may charge you in the future. You will always
be permitted at least 12 free transfers per year.

. There is no minimum required value for the investment
option you're transferring to or from.
. You cannot make a transfer if your policy is in the
grace period and is in danger of lapsing.
. We can restrict or suspend transfers.
. We may choose to impose limits on transfer amounts,
the value of the investment options you're
transferring to or from, or the number and frequency
of transfers you can make.

---------------------------------------------------------
Transfer programs We offer three programs that allow you to make
automatic transfers of accumulated value from one
investment option to another. Under the dollar cost
averaging and portfolio rebalancing programs, you can
transfer among the variable investment options. Under
the first year transfer program, you can make transfers
from the Fixed account to the Fixed LT account and the
variable investment options.

Since the value of Dollar cost averaging program
accumulation units Our dollar cost averaging program allows you to make
can change, more scheduled transfers of $50 or more between variable
units are credited investment options. It does not allow you to make
for a scheduled transfers to or from either of the fixed options.
transfer when unit Here's how the program works:
values are lower,
and fewer units . You can set up this program at any time while your
when unit values policy is in force.
are higher. This . You need to complete a request form to enroll in the
allows you to program. You may enroll by telephone or
average the cost of electronically if you have a completed telephone and
investments over electronic authorization form on file.
time. Investing . You must have at least $5,000 in a variable
this way does not investment option to start the program.
guarantee profits . We'll automatically transfer accumulated value from
or prevent losses. one variable investment option to one or more of the
other variable investment options you've selected.
. We'll process transfers as of the end of the business
day on your policy's monthly, quarterly, semi-annual
or annual anniversary, depending on the interval
you've chosen. We will not make the first transfer
until after the free look transfer date.
. We will not charge you for the dollar cost averaging
program or for transfers made under this program,
even if we decide to charge you in the future for
transfers outside of the program, except if we have
to by law.
. We have the right to discontinue, modify or suspend
the program at any time.

We'll keep making transfers at the intervals you've
chosen until one of the following happens:
. the total amount you've asked us to transfer has been
transferred
. there is no more accumulated value in the investment
option you're transferring from
. your policy enters the grace period and is in danger
of lapsing
. you tell us in writing to cancel the program
. we discontinue the program.

Because the Portfolio rebalancing program
portfolio As the value of the underlying portfolios changes, the
rebalancing program value of the allocations to the variable investment
matches your options will also change. The portfolio rebalancing
original percentage program automatically transfers your policy's
allocations, we may accumulated value among the variable investment options
transfer money from according to your original percentage allocations.
an investment
option with Here's how the program works:
relatively higher
returns to one with . You can set up this program at any time while your
relatively lower policy is in force.
returns. . You enroll in the program by sending us a written
signed request or a completed automatic rebalancing
form. You may enroll by telephone or electronically
if you have a completed telephone and electronic
authorization form on file.

YOUR INVESTMENT OPTIONS

. Your first rebalancing will take place on the monthly
payment date you choose. You choose whether we should
make transfers quarterly, semi-annually or annually,
based on your policy date.
. If you cancel this program, you must wait 30 days to
begin it again.
. You cannot use this program if you're already using
the dollar cost averaging program.
. We do not currently charge for the portfolio
rebalancing program or for transfers made under this
program.
. We can discontinue, modify or suspend the program at
any time.

This program allows First year transfer program
you to average the Our first year transfer program allows you to make
cost of investments monthly transfers during the first policy year from the
over your first Fixed account to the variable investment options or the
policy year. Fixed LT account. It does not allow you to transfer
Investing this way among variable investment options.
does not guarantee
profits or prevent Here's how the program works:
losses.
. You enroll in the program when you apply for your
policy.
. You choose a regular amount to be transferred every
month for 12 months.
. We make the first transfer on the day we allocate
your first net premium to the investment options
you've chosen. Each transfer will be made on the same
day every month.
. If you sign up for this program, we'll waive the
usual transfer limit for the Fixed account during the
first policy year.
. If we make the last transfer during the second policy
year, we will not count it toward the usual one
transfer per year limit for the Fixed account.
. If the accumulated value in the Fixed account is less
than the amount to be transferred, we'll transfer the
balance and then cancel the program.
. If there is accumulated value remaining in the Fixed
account at the end of the program, our usual rules
for the Fixed account will apply.
. We do not currently charge for the first year
transfer program or for transfers made under this
program.

WITHDRAWALS, SURRENDERS AND LOANS

Making a You can take out all or part of your policy's
withdrawal, taking accumulated value while your policy is in force by
out a loan or making withdrawals or surrendering your policy. You can
surrendering your take out a loan from us using your policy as security.
policy can change You can also use your policy's loan and withdrawal
your policy's tax features to supplement your income, for example, during
status, generate retirement.
taxable income, or
make your policy
more susceptible to
lapsing. Be sure to
plan carefully
before using these
policy benefits.

If you withdraw a
larger amount than
you've paid into
your policy, your
withdrawal may be
considered taxable
income.

For more
information, see
Variable life
insurance and your
taxes.

---------------------------------------------------------
Making withdrawals You can withdraw part of your policy's net cash
surrender value starting on your policy's first
You can choose to anniversary. Here's how it works:
receive your
withdrawal in a . You must send us a written request that's signed by
lump sum or use it all owners.
to buy an income . Each withdrawal must be at least $500, and the net
benefit. Please see cash surrender value of your policy after the
the discussion withdrawal must be at least $500.
about income . If your policy has an outstanding loan amount, the
benefits in General maximum withdrawal you can take is the amount, if
information about any, by which the cash surrender value just before
your policy. the withdrawal, exceeds the outstanding loan amount
divided by 90%.
We will not accept . We'll charge you $25 for each withdrawal you make.
your request to . If you do not tell us which investment options to
make a withdrawal take the withdrawal from, we'll deduct the withdrawal
if it will cause and the withdrawal charge from all of your investment
your policy to options in proportion to the accumulated value you
become a modified have in each option.
endowment contract, . The accumulated value, cash surrender value and net
unless you've told cash surrender value of your policy will be reduced
us in writing that by the amount of each withdrawal.
you want your . If the last surviving person insured under the policy
policy to become a dies after you've sent a withdrawal request to us,
modified endowment but before we've made the withdrawal, we'll deduct
contract. the amount of the withdrawal from any death benefit
proceeds owing.

How withdrawals affect your policy's death benefit
Making a withdrawal will affect your policy's death
benefit in the following ways:

. if your policy's death benefit does not equal the
guideline minimum death benefit, the death benefit
will decrease by the amount of your withdrawal.
. if your policy's death benefit equals the guideline
minimum death benefit, the death benefit may decrease
by more than the amount of your withdrawal.

How withdrawals affect your policy's face amount
If you've chosen death benefit Option B or Option C,
making a withdrawal does not reduce your policy's face
amount.

If you've chosen death benefit Option A or Option D, a
withdrawal may reduce your face amount. The face amount
will be reduced by the amount if any, by which the face
amount exceeds the death benefit immediately before the
withdrawal, minus the amount of the withdrawal.

WITHDRAWALS, SURRENDERS AND LOANS

---------------------------------------------------------
Taking out a loan You can borrow money from us any time while your policy
is in force either by sending us a request in writing,
The amount in the over the telephone or electronically. You'll find more
loan account, plus information about requesting a loan by telephone or
any interest you electronically in Pacific Select Estate Preserver - NY
owe, is referred to basics.
throughout this
prospectus as your When you borrow money from us, we use your policy's
outstanding loan accumulated value as security. You pay interest on the
amount. Your policy amount you borrow. The accumulated value set aside to
refers to this secure your loan also earns interest. Here's how it
amount as policy works:
debt.
. To secure the loan, we transfer an amount equal to
Taking out a loan the amount you're borrowing from your accumulated
will affect the value in the investment options to the loan account.
growth of your We'll transfer this amount from your investment
policy's options in proportion to the accumulated value you
accumulated value, have in each option, unless you tell us otherwise.
and may affect the . Interest owing on the amount you've borrowed accrues
death benefit. daily at an annual rate of 4.1%.
. Interest that has accrued during the policy year is
due on your policy anniversary. If you do not pay the
interest when it's due, we'll add it to the amount of
your loan and begin accruing interest on it from the
day it was due. We'll also transfer an amount equal
to the interest that was due, from your policy's
accumulated value to the loan account. We'll transfer
this amount from your investment options in
proportion to the accumulated value you have in each
option, unless you tell us otherwise.
. The amount in the loan account earns interest daily
at an annual rate of 3.0% during the first 10 policy
years, 3.6% during policy years 11 through 20, and
3.85% during policy year 21 and thereafter. On your
policy anniversary, we transfer the interest that's
been credited to the loan account proportionately to
your investment options according to your most recent
allocation instructions.

How much you can borrow
The minimum amount you can borrow is $200. You can
borrow up to the larger of the following amounts:
An example
. 100% of the accumulated value in the fixed options,
For a policy in plus 90% of the accumulated value in the variable
policy year 13 investment options, less any surrender charges that
with: would apply if you surrendered your policy on the day
. accumulated value you took out the loan.
of $100,000
. a most recent . the result of a x (b / c) - d, where:
monthly charge of
$100 a = the accumulated value of your policy less any
. an outstanding surrender charges that would have applied if you
loan amount of surrendered your policy on the day you took out
$50,000 the loan, and less 12 times the most recent
monthly charge
The maximum amount b = 1.03 during the first 10 policy years, 1.036
you can borrow is during policy years 11 through 20, and 1.0385
$48,325.46 during policy year 21 and thereafter.
(($100,000 - c = 1.041
$1,200) X (1.036 / d = any outstanding loan amount.
1.041)- $50,000)
Paying off your loan
You can pay off all or part of the loan any time while
your policy is in force. Unless you tell us otherwise,
we'll transfer any loan payments you make
proportionately to your investment options according to
your most recent allocation instructions.

While you have an outstanding loan, we'll treat any
money you send us as a premium payment unless you tell
us in writing that it's a loan repayment.

What happens if you do not pay off your loan
If you do not pay off your loan, we'll deduct the
Your outstanding amount in the loan account, including any interest you
loan amount could owe, from one of the following:
result in taxable
income if you . the death benefit proceeds before we pay them to your
surrender your beneficiary
policy, if your . the cash surrender value if you surrender your policy
policy lapses, or . the amount we refund if you exercise your right to
if your policy is a cancel.
modified endowment
contract. You Taking out a loan, whether or not you repay it, will
should talk to your have a permanent effect on the value of your policy.
tax advisor before For example, while your policy's accumulated value is
taking out a loan held in the loan account, it will miss out on the
under your policy. potential earnings available through the variable
For more investment options. The amount of interest you earn on
information, please the loan account may be less than the amount of
turn to Taking out interest you would have earned from the fixed options.
a loan in Variable These could lower your policy's accumulated value,
life insurance and which could reduce the amount of the death benefit.
your taxes.
When a loan is outstanding, the amount in the loan
account is not available to help pay for any policy
charges. If, after deducting your outstanding loan
amount, there is not enough accumulated value in your
policy to cover the policy charges, your policy could
lapse. You may need to make additional premium payments
or loan repayments to prevent your policy from lapsing.

---------------------------------------------------------
Ways to use your You can use your policy's loan and withdrawal features
policy's loan and to supplement your income, for example, during
withdrawal features retirement.

If you're Using your policy to supplement your income does not
interested in using change your rights or our obligations under the policy.
your life insurance The terms for loans and withdrawals described in this
policy to prospectus remain the same.
supplement your
retirement income, Here are some things you should consider when setting
please contact us up an income stream:
for more
information. . the rate of return you expect to earn on your
investment options
We can provide you . how long you would like to receive regular income
with illustrations . the amount of accumulated value you want to maintain
that give you in your policy.
examples of how
this could affect Understanding the risks
the accumulated Setting up an income stream may not be suitable for all
value, net cash policy owners. It's important to understand the risks
surrender value and that are involved in using your policy's loan and
death benefit of withdrawal features.
your policy based
on different You must always leave enough accumulated value in your
hypothetical gross policy to help ensure your policy will continue to
rates of return. We qualify as life insurance and will not lapse. Your
will not use a policy will lapse if there is not enough accumulated
higher rate than value, after subtracting any outstanding loan amount,
12%, and will to cover the monthly charge on the day we make the
always compare it deduction and the grace period expires. If your policy
with a rate of 0% lapses, we'll end your life insurance coverage.
based on guaranteed
insurance costs. There are also charges associated with reinstating a
lapsed policy.
The hypothetical
rates of return are You should consult with your financial adviser and
not illustrative of carefully consider how much you can withdraw and borrow
past or future from your policy each year to set up your income
results. Policy stream.
values and benefits
would be different Remember that the performance of your investment
if: options also affects your policy's accumulated value.
Poor performance can increase the danger of your policy
. the gross annual lapsing. And as the cost of insurance generally
rates of return increases with the ages of the persons insured by the
are different policy, this can also reduce the accumulated value.
from the
hypothetical
rates
. premiums were not
paid as
illustrated
. loan interest was
paid when due.

WITHDRAWALS, SURRENDERS AND LOANS

You can also ask In addition, you should carefully review the policy
for accompanying statements we send you. Your statements will allow you
charts and graphs to monitor your policy's accumulated value, less your
that compare outstanding loan amount, to ensure your policy can
results from continue to support the income stream you have chosen.
various retirement
strategies. If your policy lapses, or you surrender your policy
after you have taken out a loan, you could face
You can ask your significant income tax liability in the year of the
registered lapse or surrender. Any outstanding loan amount will
representative for automatically be repaid when your policy lapses or you
illustrations surrender your policy. You could be taxed to the extent
showing how policy that the net surrender value plus the outstanding loan
charges may affect amount repaid exceeds the cost basis of your policy.
existing
accumulated value Interest on a loan is due to us on each policy
and how future anniversary. If we do not receive the interest when
withdrawals and due, we'll add it to the outstanding loan amount and
loans may affect begin accruing interest from the day it was due. This
the accumulated has a compounding effect and can add to your income tax
value and death liability.
benefit.
If both persons insured by the policy die, we'll deduct
Tax issues are any outstanding loan amount from the death benefit.
described in detail This means the death benefit proceeds will be less than
in Variable the death benefit and may be less than the face amount.
insurance and your
taxes.

---------------------------------------------------------
Surrendering your You can surrender or cash in your policy at any time
policy while either of the two people insured by the policy is
still living. Your policy's cash surrender value is its
You can choose to accumulated value less any surrender charge that
receive your money applies. The net cash surrender value equals your
in a lump sum or policy's cash surrender value after deducting any
use it to buy an outstanding loan amount.
income benefit.
Please see the Here are some things you need to know about
discussion about surrendering your policy:
income benefits in
General information . You must send us your policy and a written request.
about your policy. . We'll send you the policy's net cash surrender value.
If you surrender your policy during the first 10
policy years, we'll deduct a surrender charge that
helps cover our costs for underwriting, issuing and
distributing our policies. The box on the next page
describes how we calculate the surrender charge.
There's no surrender charge after 10 policy years.
. We guarantee the surrender charge rates will not
increase. We can reduce or waive the surrender charge
on policies sold to our directors or employees, to
any of our affiliates or to any trustees or employees
or affiliates of the Pacific Select Fund.

---------------------------------------------------------
Joint equal age is How we calculate the surrender charge
a calculation that
combines the ages The surrender charge is assessed against your policy's
and insurance risks accumulated value. It has two parts: an underwriting
of the two people surrender charge and a sales surrender charge. Both
insured by the charges are based on the joint equal age on the policy
policy, and is date of the two people insured by the policy, and on
explained in the initial face amount of your policy.
Appendix A.
The underwriting surrender charge is designed to help
The underwriting cover our administrative expenses for underwriting and
surrender charge issuing a policy, including the costs of processing
and sales surrender applications, conducting medical examinations,
target rate appear determining the insurability and underwriting classes
in Appendix B. of the people insured, and establishing policy records.

The amount of the charge does not change during the
first policy year. Starting on the first policy
anniversary, the charge decreases by 0.9259% each month
until it reaches zero at the end of the 10th policy
An example year.

For a policy with:
The sales surrender charge helps pay for our costs of
. a joint equal age distributing policies. During the first policy year,
of 50 this charge is equal to the smaller of the following
. an initial face amounts:
amount of
$100,000. . 70% of the premium payments you've made, or
. 70% of the sales surrender target, which is based on
Here's the the joint equal age of the people insured by the
surrender charge at policy for each $1,000 of the policy's initial face
the end of the amount.
first policy year:

. Underwriting The sales surrender charge increases until the premiums
surrender charge: you pay reach the sales surrender target. In the 13th
$520 (5.20 X month you own your policy, we reduce the sales
$100,000 / 1,000) surrender charge so that it is 99.0741% of the charge
. Maximum sales as calculated above. After that, we reduce it by
surrender charge: 0.9259% a month until it reaches zero at the end of 10
$865.20 (70% X policy years.
12.36 X
$100,000 / 1,000). We will not increase the charge if your policy's face
amount increases. If you decrease the face amount of
your policy, we'll charge you a surrender charge that's
At the end of the calculated based on the amount of the decrease.
third policy year,
the surrender
charge is reduced ---------------------------------------------------------
to: Calculating the surrender charge on a decrease in face
amount
. Underwriting
surrender charge: Here's how we calculate the surrender charge on a
$404.45 ($520 - decrease in face amount:
($520 X 0.9259% X
24 months)) . Step 1: we divide the amount of the decrease by your
policy's face amount immediately before the decrease
. Step 2: we multiply the amount we calculated in step
. Maximum sales 1 by the total surrender charge that would apply if
surrender charge: you surrendered your policy.
$672.94 ($865.20
- ($865.20 X We deduct the amount we calculated in step 2 from your
0.9259% X 24 investment options in proportion to the accumulated
months)). value you have in each option.

We calculate any surrender charge after a decrease in
face amount by dividing the new face amount by the old
face amount, and multiplying the result by the
surrender charge that would have applied before the
decrease.

GENERAL INFORMATION ABOUT YOUR POLICY

This section tells you some additional things you
should know about your policy.

---------------------------------------------------------
Income benefit If you surrender or make a withdrawal from your policy,
you can use the money to buy an income benefit that
provides a monthly income. Your policy's beneficiary
can use death benefit proceeds to buy an income
benefit. In addition to the income benefit described
below, you can choose from other income benefits we may
make available from time to time.

The following is one income benefit available under the
Pacific Select Estate Preserver - NY policy:

. The income benefit is based on the life of the person
receiving the income. If the policy owner is buying
the income benefit, monthly income will be based on
the owner's life. If the policy's beneficiary buys
the income benefit, monthly income will be based on
the beneficiary's life.
. We'll pay a monthly income for at least 10 years
regardless of whether the person receiving the income
is still alive.
. After 10 years, we'll only pay the monthly income for
as long as the person receiving it is still alive.
. The minimum monthly income benefit calculated must be
at least $100.
. For this income benefit, the amount you receive will
always be at least as much as the amount guaranteed
by your policy.

---------------------------------------------------------
Reduced Paid-Up You may use the net cash surrender value of your policy
Benefit to purchase guaranteed fixed paid-up insurance on the
lives of the people insured by the policy, or the life
of the person insured by the policy, if only one person
is living at the time of conversion. You may choose to
do this on any policy anniversary while the policy is
in force.

If you convert your policy, your policy and any riders
attached to it will terminate and the net cash
surrender value will be transferred to our general
account. The net cash surrender value will be applied
as a net single premium to purchase paid-up insurance.
The amount of such insurance will be calculated based
on 1980 CSO mortality, 3% interest and on the ages and
risk classifications of the people insured by the
policy or, if only one person is living at the time of
conversion, the age and risk classification of the
surviving person.

---------------------------------------------------------
Paying the death If either person insured by the policy commits suicide
benefit in the case within two years of the policy date, death benefit
of suicide proceeds will be the total of all premiums you've paid,
less any outstanding loan amount and any withdrawals
you've made.

---------------------------------------------------------
Replacement of life The term replacement has a special meaning in the life
insurance or insurance industry. Before you make a decision to buy,
annuities we want you to understand what impact a replacement may
have on your existing insurance policy.

A replacement occurs when you buy a new life insurance
policy or annuity contract, and a policy or contract
you already own has been or will be:

. lapsed, forfeited, surrendered or partially
surrendered, assigned to the replacing insurer, or
otherwise terminated
. converted to reduced paid-up insurance, continued as
extended term insurance, or otherwise reduced in
value by the use of nonforfeiture benefits or other
policy values

. amended to effect either a reduction in benefits or
in the term for which coverage would otherwise remain
in force or for which benefits would be paid
. reissued with any reduction in cash value, or
. pledged as collateral or subject to borrowing,
whether in a single loan or under a schedule of
borrowing over a period of time.

There are circumstances when replacing your existing
life insurance policy or annuity contract can benefit
you. As a general rule, however, replacement is not in
your best interest. You should carefully compare the
costs and benefits of your existing policy or contract
with those of the new policy or contract to determine
whether replacement is in your best interest.

---------------------------------------------------------
Errors on your If the age of either person insured by your policy is
application stated incorrectly on your application, the death
benefit under your policy will be the greater of the
following:

. the amount of death benefit that would be purchased
by the most recent cost of insurance charge for the
correct age or
. the guideline minimum death benefit for the correct
age.

We'll adjust the accumulated value by recalculating all
previous cost of insurance charges and other monthly
deductions based on the correct age.

---------------------------------------------------------
Contesting the We have the right to contest the validity of your
validity of your policy for two years from the policy date. Once your
policy policy has been in force for two years from the policy
date during the lifetime of the people insured by the
policy, we generally lose the right to contest its
validity.

We also have the right to contest the validity of a
policy that you reinstate for two years from the day
that it was reinstated. Once your reinstated policy has
been in force for two years from the reinstatement date
during the lifetime of the people insured by the
policy, we generally lose the right to contest its
validity. During this period, we may contest your
policy only if there is a material misrepresentation on
your application for reinstatement.

We have the right to contest the validity of an
increase in the face amount of a policy for two years
from the day the increase becomes effective. Once the
increased face amount has been in force for two years
during the lifetime of the person insured by the
policy, we generally lose the right to contest its
validity.

Regardless of the above, we can contest the validity of
your policy for failure to pay premiums at any time.
The policy will terminate upon successful contest with
respect to either person insured by the policy.

GENERAL INFORMATION ABOUT YOUR POLICY

---------------------------------------------------------
Assigning your You can assign your policy as collateral to secure a
policy as loan, mortgage, or other kind of debt. Here's how it
collateral works:

Assigning a policy . An assignment does not change the ownership of the
that's a modified policy.
endowment contract . After the policy has been assigned, your rights and
may generate the rights of your beneficiary will be subject to the
taxable income and assignment. The entire policy, including any income
a 10% penalty tax. benefit, rider, benefit and endorsement, will also be
subject to the assignment.
. We're not responsible for the validity of any
assignment.
. We must receive a copy of the original assignment
before we'll consider it binding.
. Unless otherwise provided, the person or organization
you assign your policy to may exercise the rights
under the policy, except the right to change the
policy owner or the beneficiary or the right to
choose a monthly income benefit.

---------------------------------------------------------
Non-participating This policy will not share in any of our surplus
earnings.

VARIABLE LIFE INSURANCE AND YOUR TAXES

This discussion about taxes is based on our
understanding of the present federal income tax laws as
they are currently interpreted by the Internal Revenue
Service (IRS). It's based on the Internal Revenue Code
(the tax code) and does not cover any state or local
tax laws.

The tax This is not a complete discussion of all federal income
consequences of tax questions that may arise under the policy. There
owning a policy or are special rules that we do not include here that may
receiving proceeds apply in certain situations.
from it may vary by
jurisdiction and We do not know whether the current treatment of life
according to the insurance policies under current federal income tax or
circumstances of estate or gift tax laws will continue. We also do not
each owner or know whether the current interpretations of the laws by
beneficiary. the IRS or the courts will remain the same. Future
legislation may adversely change the tax treatment of
Speak to a life insurance policies, other tax consequences
qualified tax described in this discussion or tax consequences that
adviser for relate directly or indirectly to life insurance
complete policies.
information about
federal, state and We do not make any guarantees about the tax status of
local taxes that your policy, and you should not consider the discussion
may apply to you. that follows to be tax advice.

Recently passed tax
legislation
provides, among
other things, for
reductions in
federal estate tax
rates, increases in
the exemption
amount, and a
"repeal" of the
federal estate tax
in 2010. However,
the legislation
provides for full
reinstatement of
the federal estate
tax in the year
2011. If you are
considering the
purchase of the
policy to help pay
federal estate
taxes at death,
consult with your
tax advisor.

---------------------------------------------------------
Tax treatment of Definition of life insurance
life insurance We believe that the policy qualifies as life insurance.
policies That means it will receive the same tax advantages as a
conventional fixed life insurance policy. The two main
In order to qualify tax advantages are:
as a life insurance
contract for . In general, your policy's beneficiary will not be
federal income tax subject to federal income tax when he or she receives
purposes, the the death benefit proceeds. This is true regardless
policy must meet of whether the beneficiary is an individual,
the statutory corporation, or other entity.
definition of life . You'll generally not be taxed on your policy's
insurance. accumulated value unless you receive a cash
distribution by making a withdrawal, surrendering
Death benefits may your policy, or in some instances, taking a loan from
be excluded from your policy.
income under
Section 101(a) of The tax laws defining life insurance, however, do not
the tax code. cover all policy features. Your policy may have
features that could prevent it from qualifying as life
We believe that insurance. For example, the tax laws have yet to
last survivor address many issues concerning the treatment of
policies meet the substandard risk policies, policies with term insurance
statutory on the person insured by the policy or certain tax
definition of life requirements relating to joint survivorship life
insurance under insurance policies. We can make changes to your policy
Section 7702 of the if we believe the changes are needed to ensure that
tax code. However, your policy continues to qualify as a life insurance
the area of tax law contract.
relating to the
definition of life The tax code and tax regulations impose limitations on
insurance does not unreasonable mortality and expense charges for purposes
explicitly address of determining whether a policy qualifies as life
all relevant issues insurance for federal tax purposes. For life insurance
relating to last policies entered into on or after October 21, 1988,
survivor life these calculations must be based upon reasonable
insurance policies. mortality charges and other charges reasonably expected
We reserve the to be actually paid.
right to make
changes to the
policy if we deem
the changes
appropriate to
continue to qualify
your policy as a
life insurance
contract. If a
policy were
determined not to
qualify as life
insurance, the
policy would not
provide the tax
advantages normally
provided by life
insurance. This
includes excluding
the death benefit
from the gross
income of the
beneficiary.

VARIABLE LIFE INSURANCE AND YOUR TAXES

While the Treasury Department has issued proposed
regulations about reasonable standards for mortality
charges, the standards that apply to joint survivor
life insurance policies are not entirely clear. While
we believe that our mortality costs and other expenses
used in calculating whether the policy qualifies as
life insurance are reasonable under current laws, we
cannot be sure that the IRS agrees with us. We can
change our mortality charges if we believe the changes
are needed to ensure that your policy qualifies as a
life insurance contract.

Section 817(h) of Diversification rules and ownership of the separate
the tax code account
describes the Your policy will not qualify for the tax benefit of a
diversification life insurance contract unless the separate account
rules. follows certain rules requiring diversification of
investments underlying the policy. In addition, the IRS
For more requires that the policyholder does not have control
information about over the underlying assets.
diversification
rules, please see The Treasury Department has announced that the
Managing the diversification rules "do not provide guidance
Pacific Select Fund concerning the circumstances in which it will treat an
in the accompanying investor, rather than the insurance company, as the
Pacific Select Fund owner of the assets in a separate account." The IRS
prospectus. treats a variable policy owner as the owner of separate
account assets if he or she has the ability to exercise
investment control over them. Owners of the assets are
taxed on any income or gains the assets generate.
Although the Treasury Department announced several
years ago that it would provide further guidance on the
issue, it had not done so when we wrote this
prospectus.

The ownership rights under your policy are similar to,
but different in certain respects from, those described
by the IRS in rulings in which it was determined that
policyowners were not owners of separate account
assets. Since you have greater flexibility in
allocating premiums and policy values than was the case
in those rulings, it is possible the IRS would treat
you as the owner of your policy's proportionate share
of the assets of the separate account.

We do not know what will be in future Treasury
Department regulations or other guidance. We cannot
guarantee that the fund's portfolios will be able to
operate as currently described in the prospectus, or
that the fund will not have to change any portfolio's
investment objective or policies. We can modify your
policy if we believe it will prevent you from being
considered the owner of your policy's proportionate
share of the assets of the separate account.

Policy exchanges Policy exchanges
fall under Section If you exchange your policy for another one that
1035(a) of the tax insures the same person, it generally will be treated
code. as a tax-free exchange and, if so, will not result in
the recognition of gain or loss. If any of the people
insured by the policy are changed, the exchange will be
treated as a taxable exchange.

Change of ownership
You may have taxable income if you transfer ownership
of your policy, sell your policy, or change the
ownership of it in any way.

There are special Corporate owners
rules for There are special tax issues for corporate owners:
corporate-owned
policies. You . using your policy to fund deferred compensation
should consult your arrangements for employees has special tax
tax adviser. consequences
. corporate ownership of a policy may affect your
liability under the alternative minimum tax and the
Section 59A of the environmental tax.
tax code deals with
the environmental
tax.

---------------------------------------------------------
Conventional life The tax treatment of your policy will depend upon
insurance policies whether it is a type of contract known as a modified
endowment contract. We describe modified endowment
Under Section 7702A contracts later in this section. If your policy is not
of the tax code, a modified endowment contract, it will be treated as a
policies that are conventional life insurance policy and will have the
not classified as following tax treatment:
modified endowment
contracts are taxed Surrendering your policy
as conventional When you surrender, or cash in, your policy, you'll
life insurance generally be taxed on the difference, if any, between
policies. the cash surrender value and the cost basis in your
policy.
The cost basis in
your policy is Making a withdrawal
generally the If you make a withdrawal after your policy has been in
premiums you've force for 15 years, you'll only be taxed on the amount
paid plus any you withdraw that exceeds the cost basis in the policy.
taxable
distributions less Special rules apply if you make a withdrawal within the
any withdrawals or first 15 policy years and it's accompanied by a
premiums previously reduction in benefits. In this case, there is a special
recovered that were formula under which you may be taxed on all or a
not taxable. portion of the withdrawal amount.

Taking out a loan
If you take out a loan, you will not pay tax on the
loan amount unless your policy is surrendered or lapses
and you have not repaid your outstanding loan amount.
The interest you pay, or that's accrued, on a loan is
generally nondeductible. Ask your tax adviser for more
information.

Loans and corporate-owned policies
If you borrow money to buy or carry certain life
insurance policies, tax law provisions may limit the
deduction of interest payable on loan proceeds. If the
taxpayer is an entity that's a direct or indirect
beneficiary of certain life insurance, endowment or
annuity contracts, a portion of the entity's deductions
for loan interest may be disallowed, even though this
interest may relate to debt that's completely unrelated
to the contract. There may be a limited exception that
applies to contracts issued on 20% owners, officers,
directors or employees of the entity. For more
information about this exception, you should consult
your tax adviser.

---------------------------------------------------------
Modified endowment A modified endowment contract is a special type of life
contracts insurance policy. If your policy is a modified
endowment contract, it will have the tax treatment
Section 7702A of described below. Any distributions you receive during
the tax code the life of the policy are treated differently than
defines a class of under conventional life insurance policies.
life insurance Withdrawals, loans, pledges, assignments and
policies known as surrendering your policy are all considered
modified endowment distributions and may be subject to tax on an income-
contracts. Like first basis and a 10% penalty.
other life
insurance policies, When a policy becomes a modified endowment contract
the death benefit A life insurance policy becomes a modified endowment
proceeds paid to contract if, at any time during the first seven policy
your beneficiary years, the sum of actual premiums paid exceeds the
generally are not seven-pay limit. The seven-pay limit is the cumulative
subject to federal total of the level annual premiums (or seven-pay
income tax and your premiums) required to pay for the policy's future death
policy's and endowment benefits.
accumulated value
grows on a tax-
deferred basis
until you receive a
cash distribution.

If there is a
material change to
your policy, like a
change in the death
benefit, we may
have to retest your
policy and restart
the seven-pay
premium period to
determine whether
the change has
caused the policy
to become a
modified endowment
contract.

VARIABLE LIFE INSURANCE AND YOUR TAXES

For example, if the seven-pay premiums were $1,000 a
year, the maximum premiums you could pay during the
first seven years to avoid modified endowment treatment
would be $1,000 in the first year, $2,000 through the
first two years and $3,000 through the first three
years, etc. Under this test, a Pacific Select Estate
Preserver - NY policy may or may not be a modified
endowment contract, depending on the amount of premiums
paid during the policy's first seven contract years or
after a material change has been made to the policy.

Surrendering your policy
If you surrender your policy, you're taxed on the
amount by which the cash surrender value exceeds the
cost basis in the policy.

Making a withdrawal or taking out a loan
If you make a withdrawal or take out a loan from a
modified endowment contract, you're taxed on the amount
of the withdrawal or loan that's considered income,
including all previously non-taxed gains. Income is the
difference between the cash surrender value and the
cost basis in your policy. It's unclear whether
interest paid, or accrued, on a loan is considered
interest for federal income tax purposes. If you borrow
money to buy or carry certain life insurance policies,
tax law provisions may limit the deduction of interest
payable on loan proceeds. You should consult your tax
adviser.

All modified endowment contracts we or our affiliates
issue to you in a calendar year are treated as a single
contract when we calculate whether a distribution
amount is subject to tax.

10% penalty tax
If any amount you receive from a modified endowment
contract is taxable, you may also have to pay a penalty
tax equal to 10% of the taxable amount.

A taxpayer will not have to pay the penalty tax if any
of the following exceptions apply:

. you're at least 59 1/2 years old
. you're receiving an amount because you've become
disabled
. you're receiving an amount that's part of a series of
substantially equal periodic payments, paid out at
least annually. These payments may be made for your
life or life expectancy or for the joint lives or
joint life expectancies of you and your
beneficiaries.

Distributions before a policy becomes a modified
endowment contract
If your policy fails the seven-pay test and becomes a
modified endowment contract, any amount you receive or
are deemed to have received during the two years before
it became a modified endowment contract may be taxable.
The distribution would be treated as having been made
in anticipation of the policy's failing to meet the
seven-pay test under Treasury Department regulations
which are yet to be prescribed.

---------------------------------------------------------
Policy riders Accelerated living benefits rider
Amounts received under this rider should be generally
Please see the excluded from taxable income under Section 101(g) of
discussion of the tax code.
optional riders in
The death benefit. Benefits under the rider will be taxed, however, if
they are paid to someone other than a person insured by
Please consult with the policy, and either person insured by the policy:
your tax adviser if
you want to . is a director, officer or employee of the person
exercise your receiving the benefit, or
rights under either . has a financial interest in a business of the person
of these riders. receiving the benefit.

In some cases, there may be a question as to whether a
life insurance policy that has an accelerated living
benefit rider can meet technical aspects of the
definition of "life insurance contract" under the tax
code. We may reserve the right (but are not obligated)
to modify the rider to conform under tax code
requirements.

Split policy option rider
This rider allows a policy to be split into two
individual policies. If the split is not treated as a
nontaxable exchange, it could result in the recognition
of taxable income up to any gain or income in the
policy at the time of the split.

ABOUT PL&A

Pacific Life & Annuity Company is a life insurance
company based in Arizona. Our operations include life
insurance, annuity and institutional products, group
life and health insurance and various other insurance
products and services. At the end of 2000, we had total
admitted assets of $461.7 million.

PL&A is authorized to conduct life insurance and
annuity business in Arizona, New York and certain other
states. Our principal office is located at 700 Newport
Center Drive, Newport Beach, California 92660.

---------------------------------------------------------
How we're organized PL&A was incorporated in 1982 under the name of Pacific
Financial Life Insurance Company. We merged with
Pacific Financial Life Insurance Company of Arizona and
assumed the name PM Group Life Insurance Company in
transferring domicile from California to Arizona, which
was completed in 1990. On January 1, 1999, we changed
our name to our current name, PL&A.

---------------------------------------------------------
How policies are Pacific Life Insurance Company administers the policies
administered sold under this prospectus. At the end of 2000, Pacific
Life had over $124.6 billion of individual life
insurance in force and total admitted assets of
approximately $51.7 billion. It is ranked the 14th
largest life insurance carrier in the U.S. in terms of
2000 admitted assets.

The Pacific Life family of companies has total assets
and funds under management of $335.9 billion. Pacific
Life's principal office is at 700 Newport Center Drive,
Newport Beach, CA 92660.

---------------------------------------------------------
How policies are Pacific Select Distributors, Inc. (PSD), our affiliate,
distributed is the distributor of our policies. PSD is located at
700 Newport Center Drive, Newport Beach, California
92660.

PSD is registered as a broker-dealer with the SEC and
is a member of the National Association of Securities
Dealers (NASD). We pay PSD for its services as our
distributor.

The policies are sold by registered representatives of
broker-dealers who have signed agreements with us and
PSD. Registered representatives must be licensed to
sell variable life insurance under the state insurance
and securities regulations that apply. Broker-dealers
must be registered with the SEC.

How we pay broker-dealers
We pay broker-dealers commission for promoting,
marketing and selling our policies. Broker-dealers pay
a portion of the commission to their registered
representatives, under their own arrangements.

Commissions are based on "target" premiums we
A target premium is determine. The commission we pay will vary with the
a hypothetical agreement, but the most common schedule of commissions
premium that is we pay is:
used only to
calculate . 55% of premiums paid up to the first target premium
commissions. It in the first policy year
varies with the . 4% of premiums paid up to the first target premium
death benefit after the first policy year
option you choose, . 4% of the premiums paid under targets 2-10
the age of the . 2% of premiums paid in excess of the 10th target
person insured by premium.
the policy on the
policy date, and
the gender (unless
unisex rates are
required) and risk
class of the person
insured by the
policy.

ABOUT PL&A

We may pay broker-dealers an annual renewal commission
of up to 0.20% of a policy's accumulated value less any
A policy's target outstanding loan amount. We calculate the renewal
premium will be amount monthly and it becomes payable on each policy
less than the anniversary.
policy's guideline
level premiums. We may also pay override payments, expense and
marketing allowances, bonuses, wholesaler fees and
training allowances.

Registered representatives who meet certain sales
levels can qualify for sales incentives programs we
sponsor. We may also pay them non-cash compensation
like expense-paid trips, expense-paid educational
seminars, and merchandise. They can choose to receive
their compensation on a deferred basis.

---------------------------------------------------------
How our accounts We own the assets in our general account and our
work separate account. We allocate your net premiums to
these accounts according to the investment options
you've chosen.

General account
We can provide you Our general account includes all of our assets, except
with reports of our for those held in our separate accounts. We guarantee
ratings as an you an interest rate for up to one year on any amount
insurance company allocated to the fixed options. The rate is reset
and our ability to annually. The fixed options are part of our general
pay claims with account, which we may invest as we wish, according to
respect to our any laws that apply. We'll credit the guaranteed rate
general account even if the investments we make earn less. Our ability
assets. to pay these guarantees is backed by our strength as a
company.

You'll find the The fixed options are not securities, so they do not
audited financial fall under any securities act. For this reason, the SEC
statements for the has not reviewed the disclosure in this prospectus
Pacific Select Exec about the fixed options. However, other federal
separate account securities laws may apply to the accuracy and
later in this completeness of the disclosure about the fixed options.
section of the
prospectus.
Separate account
This section of the Amounts allocated to the variable investment options
prospectus also are held in our separate account. The assets in this
includes the account are kept separate from the assets in our
audited general account and our other separate accounts, and
consolidated are protected from our general creditors.
financial
statements for PL&A The separate account was established on September 24,
later in this 1998 under Arizona law under the authority of our Board
section of the of Directors. It's registered with the SEC as a type of
prospectus. We investment company called a unit investment trust. The
include these SEC does not oversee the administration or investment
financial practices or policies of the account.
statements to show
our strength as a The separate account is divided into variable accounts.
company and our Each variable account invests in shares of a designated
ability to meet our portfolio of the Pacific Select Fund. We may add
obligations under variable accounts that invest in other portfolios of
the policies. the fund or in other securities.

The separate We're the legal owner of the assets in the separate
account is not the account, and pay its operating expenses. The separate
only investor in account is operated only for our variable life
the Pacific Select insurance policies. We must keep enough money in the
Fund. Investment in account to pay anticipated obligations under the
the fund by other insurance policies funded by the account, but we can
separate accounts transfer any amount that's more than these anticipated
for variable obligations to our general account. Some of the money
annuity contracts in the separate account may include charges we collect
and variable life from the account and any investment results on those
insurance contracts charges.
could cause
conflicts. For more We cannot charge the assets in the separate account
information, please attributable to our reserves and other liabilities
see the Statement under the policies funded by the account with any
of Additional liabilities from our other business.
Information for the
Pacific Select
Fund.

Similarly, the income, gains or losses, realized or
unrealized, of the assets of any variable account
belong to that variable account and are credited to or
charged against the assets held in that variable
account without regard to our other income, gains or
losses.

Making changes to the separate account
We can add, change or remove any securities that the
separate account or any variable account holds or buys,
as long as we comply with the laws that apply.

We can substitute shares of one Pacific Select Fund
portfolio with shares of another portfolio or fund if:

. any portfolio is no longer available for investment
. our management believes that a portfolio is no longer
appropriate in view of the purposes of the policy.

We'll give you any required notice or receive any
required approval from policy owners or the SEC before
we substitute any shares. We'll comply with the filing
or other procedures established by insurance regulators
as required by law.

We can add new variable accounts, which may include
additional subaccounts of the separate account, to
serve as investment options under the policies. These
may be managed separate accounts or they may invest in
a new portfolio of the fund, or in shares of another
investment company or one of its portfolios, or in a
suitable investment vehicle with a specified investment
objective.

We can add new variable accounts when we believe that
it's warranted by marketing needs or investment
conditions. We'll decide on what basis we'll make new
accounts available to existing policy owners.

We can also eliminate any of our variable accounts if
we believe marketing, tax or investment conditions
warrant it. We can terminate and liquidate any variable
account.

If we make any changes to variable accounts or
substitution of securities, we can make appropriate
changes to this policy or any of our other policies, by
appropriate endorsement, to reflect the change or
substitution.

We will notify you if there is a material change in the
investment policy of a Variable Account. The notice
will inform you of your options, including your option
to transfer from such Variable Account to the Fixed
Account within 60 days after:

. the effective date of the material change, or
. the date you receive the notice, whichever is later.

If we believe it's in the best interests of people
holding voting rights under the policies and we meet
any required regulatory approvals we can do the
following:

. operate the separate account as a management
investment company, unit investment trust, or any
other form permitted under securities or other laws
. register or deregister the separate account under
securities law
. combine the separate account with one of our other
separate accounts or our affiliates' separate
accounts
. combine one or more variable accounts
. create a committee, board or other group to manage
the separate account
. change the classification of any variable account.

ABOUT PL&A

Taxes we pay
We may be charged for state and local taxes. Currently,
we pay these taxes because they are small amounts with
respect to the policy. If these taxes increase
significantly, we may deduct them from the separate
account.

We may charge the separate account for any federal,
state and local taxes that apply to the separate
account or to our operations. This could happen if our
tax status or the tax treatment of variable life
insurance changes.

---------------------------------------------------------
Voting rights We're the legal owner of the shares of the Pacific
Select Fund that are held by the variable accounts. We
may vote on any matter at shareholder meetings of the
fund. However, we are required by law to vote as you
instruct on the shares relating to your allocation in a
variable investment option. This is called your voting
interest.

Your voting interest is calculated as of a day set by
the Board of Trustees of the fund called the record
date. Your voting interest equals the accumulated value
in a variable investment option divided by the net
asset value of a share of the corresponding portfolio.
Fractional shares are included. If allowed by law, we
may change how we calculate your voting interest.

We'll send you documents from the fund called proxy
materials. They include information about the items
you'll be voting on and forms for you to give us your
instructions. We'll vote shares held in the separate
account for which we do not receive voting instructions
in the same proportion as all other shares in the
portfolio held by that separate account for which we've
received timely instructions. If we do not receive any
voting instructions for the shares in a separate
account, we will vote the shares in that separate
account in the same proportion as the total votes for
all of our separate accounts for which we've received
timely instructions.

We'll vote shares of any portfolio we hold in our
general account in the same proportion as the total
votes for all of our separate accounts, including this
separate account.

If the law changes to allow it, we can vote as we wish
on shares of the portfolios held in the separate
account.

When required by state insurance regulatory
authorities, we may disregard voting instructions that:

. would change a portfolio's investment objective or
subclassification
. would approve or disapprove an investment advisory
contract.

We may disregard voting instructions on a change
initiated by policy owners that would change a
portfolio's investment policy, investment adviser or
portfolio manager if:

. our disapproval is reasonable
. we determine in good faith that the change would be
against state law or otherwise be inappropriate,
considering the portfolio's objectives and purpose,
and considering what effect the change would have on
us.

If we disregard any voting instructions, we'll include
a summary of the action we took and our reasons for it
in the next report to policy owners.

---------------------------------------------------------
Illustrations We will provide you with illustrations based on
different sets of assumptions upon your request. You
If you ask us, can request such illustrations at any time.
we'll provide you Illustrations may help you understand how your policy
with different values would vary over time based on different
kinds of assumptions. We have filed examples of such an
illustrations. illustration as an exhibit to the registration
statement that relates to the policy on file with the
. Illustrations SEC.
based on
information you
give us about the
age of the person
to be insured by
the policy, their
risk class, the
face amount, the
death benefit and
premium payments.

. Illustrations
that show the
allocation of
premium payments
to specified
variable
accounts. These
will reflect the
expenses of the
portfolio of the
Fund in which the
variable account
invests.

. Illustrations
that use a
hypothetical
gross rate of
return that's
greater than 12%.
These are
available only to
certain large
institutional
investors.

---------------------------------------------------------
State regulation We're subject to the laws of the state of Arizona
governing insurance companies and to regulations issued
by the Commissioner of Insurance of Arizona. In
addition, we're subject to the insurance laws and
regulations of the other states and jurisdictions in
which we're licensed or may become licensed to operate.

An annual statement in a prescribed form must be filed
with the Commissioner of Insurance of Arizona and with
regulatory authorities of other states on or before
March 1st in each year. This statement covers our
operations for the preceding year and our financial
condition as of December 31st of that year. Our affairs
are subject to review and examination at any time by
the Commissioner of Insurance or his agents, and
subject to full examination of our operations at
periodic intervals.

---------------------------------------------------------
Legal proceedings The separate account is not involved in any legal
and legal matters proceedings that would have a material effect on policy
owners.

Legal matters concerning the issue and sale of the life
insurance policies described in this prospectus, our
organization and authority to issue the policies under
Arizona law, and the validity of the forms of the
policies under Arizona law, have been passed upon by
our general counsel. Legal matters relating to federal
securities laws and federal income tax laws have been
passed upon by Dechert.

---------------------------------------------------------
Registration We've filed a registration statement with the SEC for
statement Pacific Select Estate Preserver - NY, under the
Securities Act of 1933. The SEC's rules allow us to
omit some of the information required by the
registration statement from this prospectus. You can
ask for it from the SEC's office in Washington, D.C.
They may charge you a fee.

---------------------------------------------------------
Management The following is a list of our directors and certain
officers, along with some information about their
business activities over the past five years. They do
not receive any compensation from the separate account
for services they provide to it nor do we pay any
separately allocable compensation for these services.

The business address of each of these people is c/o
Pacific Life & Annuity Company, 700 Newport Center
Drive, Newport Beach, California 92660.

ABOUT PL&A

NAME AND POSITION PRINCIPAL OCCUPATION DURING THE LAST FIVE YEARS

William L. Ferris Director, President and Chief Executive Officer of PL&A; Director of: American
Director, President Cancer Society of Orange County; the Health Insurance Association of America; and
and Chief Executive former Director of California Health Decisions.
Officer

Thomas C. Sutton Director and Chairman of the Board of Pacific Life & Annuity Company; Director,
Director and Chairman of the Board and Chief Executive Officer of Pacific Life Insurance Company;
Chairman of the Director, Chairman of the Board and Chief Executive Officer of Pacific LifeCorp,
Board August 1997 to present; Director, Chairman of the Board and Chief Executive Officer
of Pacific Mutual Holding Company, August 1997 to present; Trustee and Chairman of
the Board and Former President of Pacific Select Fund; former Management Board
Member of PIMCO Advisors L.P.; Former Equity Board Member of PIMCO Advisors L.P.;
Former Director of Pacific Corinthian Life Insurance Company; Director of Newhall
Land & Farming; The Irvine Company; Edison International; and similar positions with
other affiliated companies of Pacific Life Insurance Company.

David R. Carmichael Director of PL&A; Senior Vice President and General Counsel of PL&A, July 1998 to
Director, Senior present; Director (since August 1997), Senior Vice President and General Counsel of
Vice President and Pacific Life Insurance Company; Senior Vice President and General Counsel of Pacific
General Counsel LifeCorp, August 1997 to present; Senior Vice President and General Counsel of
Pacific Mutual Holding Company, August 1997 to present; Director of Association of
California Life and Health Insurance Companies; and former Director of Association
of Life Insurance Counsel.

Audrey L. Milfs Director, Vice President (since February 1999) and Secretary of PL&A; Director
Director, Vice (since August 1997), Vice President and Corporate Secretary of Pacific Life
President and Insurance Company; Vice President and Corporate Secretary of Pacific LifeCorp,
Secretary August 1997 to present; Vice President and Corporate Secretary of Pacific Mutual
Holding Company, August 1997 to present; Secretary of Pacific Select Fund; similar
positions with other affiliated companies of Pacific Life Insurance Company.

Glenn S. Schafer Director of PL&A; Director and President of Pacific Life Insurance Company;
Director Executive Vice President and Chief Financial Officer of Pacific Life Insurance
Company, April 1991 to January 1995; Director and President of Pacific LifeCorp,
August 1997 to present; Director and President of Pacific Mutual Holding Company,
August 1997 to present; President (since February 1999) and Former Trustee of
Pacific Select Fund; former Management Board Member of PIMCO Advisors L.P.; Former
Equity Board Member of PIMCO Advisors L.P.; Former Director of Pacific Corinthian
Life Insurance Company; and similar positions with other affiliated companies of
Pacific Life Insurance Company.

Khanh T. Tran Executive Vice President (since April 2001) and Chief Financial Officer of PL&A;
Executive Vice Senior Vice President of PL&A, February 1999 to April 2001; Director (since August
President and Chief 1997), Executive Vice President (since April 2001) and Chief Financial Officer of
Financial Officer Pacific Life Insurance Company, June 1996 to present; Senior Vice President of
Pacific Life, June 1996 to April 2001; Vice President and Treasurer of Pacific Life,
November 1991 to June 1996; Senior Vice President and Chief Financial Officer of
Pacific LifeCorp, August 1997 to present; Senior Vice President and Chief Financial
Officer of Pacific Mutual Holding Company, August 1997 to present; Senior Vice
President and Chief Financial Officer of other affiliated companies of Pacific Life
Insurance Company.

Lynn C. Miller Executive Vice President of PL&A, July 1998 to present; Executive Vice President of
Executive Vice Pacific Life Insurance Company.
President

Brian D. Klemens Vice President and Treasurer of PL&A, February 1999 to present; Vice President and
Vice President and Treasurer of Pacific Life Insurance Company, December 1998 to present; Assistant
Treasurer Vice President, Accounting and Assistant Controller of Pacific Life Insurance
Company, April 1994 to December 1998; Vice President and Treasurer of Pacific
LifeCorp, June 1999 to present; Vice President and Treasurer of Pacific Mutual
Holding Company, June 1999 to present; Vice President and Treasurer of other
affiliated companies of Pacific Life Insurance Company.

---------------------------------------------------------
Financial The next several pages contain the statements of net
statements assets of Pacific Select Exec Separate Account as of
December 31, 2000 and the related statement of
operations and statement of changes in net assets for
the periods from commencement of operations through
December 31, 2000.

These are followed by the financial statements-
statutory basis for PL&A as of December 31, 2000 and
1999 and for each of the three years ended December 31,
2000, which are included in this prospectus so you can
assess our ability to meet our obligations under the
policies.

---------------------------------------------------------
Experts The financial statements-statutory basis for PL&A as of
December 31, 2000 and 1999 and for each of the two
years in the period ended December 31, 2000 and the
statement of net assets of Pacific Select Exec Separate
Account as of December 31, 2000 and the related
statement of operations and statement of changes in net
assets for the periods from commencement of operations
through December 31, 2000 included in this prospectus
have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports appearing herein,
which report on the financial statements of PL&A
expresses an unqualified opinion with respect to the
presentation of such financial statements-statutory
basis in accordance with the accounting basis
prescribed or permitted by the Insurance Department of
the State of Arizona, which is a comprehensive basis of
accounting other than accounting principles generally
accepted in the United States of America, and also
states that such financial statements-statutory basis,
are not presented fairly in accordance with accounting
principles generally accepted in the United States of
America, and have been so included in reliance upon the
reports of such firm given upon their authority as
experts in accounting and auditing.

INDEPENDENT AUDITORS' REPORT

The Board of Directors Pacific Life & Annuity Company:

We have audited the accompanying statement of assets and liabilities of
Pacific Select Exec Separate Account (the "Separate Account") (comprised of the
Aggressive Equity, Emerging Markets, Diversified Research, Small-Cap Equity,
International Large-Cap, Equity, I-Net Tollkeeper, Multi-Strategy, Equity
Income, Growth LT, Mid-Cap Value, Equity Index, Small-Cap Index, REIT,
International Value, Government Securities, Managed Bond, Money Market, High
Yield Bond, and Large-Cap Value Variable Accounts) as of December 31, 2000 and
the related statement of operations and statement of changes in net assets for
the periods from commencement of operations through December 31, 2000. These
financial statements are the responsibility of the Separate Account's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of each of the respective Variable Accounts
constituting Pacific Select Exec Separate Account as of December 31, 2000 and
the results of their operations and the changes in their net assets for the
periods from commencement of operations through December 31, 2000, in
conformity with accounting principles generally accepted in the United States
of America.

DELOITTE & TOUCHE LLP

Costa Mesa, California
February 6, 2001
55

PACIFIC SELECT EXEC SEPARATE ACCOUNT
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2000

Aggressive Emerging Diversified Small-Cap International I-Net Multi- Equity Growth
Equity Markets Research Equity Large-Cap Equity Tollkeeper Strategy Income LT
Variable Variable Variable Variable Variable Variable Variable Variable Variable Variable
Account Account Account Account Account Account Account Account Account Account
------------------------------------------------------------------------------------------------------

ASSETS
Investments:
Aggressive
Equity
Portfolio....... $2,892
Emerging Markets
Portfolio....... $1,631
Diversified
Research
Portfolio....... $894
Small-Cap Equity
Portfolio....... $4,691
International
Large-Cap
Portfolio....... $6,676
Equity
Portfolio....... $1,226
I-Net Tollkeeper
Portfolio....... $8,479
Multi-Strategy
Portfolio....... $9,751
Equity Income
Portfolio....... $7,631
Growth LT
Portfolio....... $18,880

Receivables:
Due from Pacific
Life & Annuity
Company......... 187 187 234
------------------------------------------------------------------------------------------------------
Total Assets..... 2,892 1,631 894 4,878 6,863 1,226 8,479 9,751 7,631 19,114
------------------------------------------------------------------------------------------------------
LIABILITIES
Payables:
Fund shares
purchased....... 187 187 234
------------------------------------------------------------------------------------------------------
Total
Liabilities...... 187 187 234
------------------------------------------------------------------------------------------------------
NET ASSETS....... $2,892 $1,631 $894 $4,691 $6,676 $1,226 $8,479 $9,751 $7,631 $18,880
======================================================================================================
Shares Owned in
each Portfolio... 261 242 81 221 851 47 1,250 633 325 603
======================================================================================================
Cost of
Investments ..... $3,250 $1,741 $870 $5,020 $6,892 $1,340 $11,177 $10,036 $7,729 $22,221
======================================================================================================

See Notes to Financial Statements

PACIFIC SELECT EXEC SEPARATE ACCOUNT
STATEMENT OF ASSETS AND LIABILITIES (Continued)
DECEMBER 31, 2000

Mid-Cap Equity Small-Cap International Government Managed Money High Yield Large-Cap
Value Index Index REIT Value Securities Bond Market Bond Value
Variable Variable Variable Variable Variable Variable Variable Variable Variable Variable
Account Account Account Account Account Account Account Account Account Account
----------------------------------------------------------------------------------------------------

ASSETS
Investments:
Mid-Cap Value
Portfolio........ $5,701
Equity Index
Portfolio........ $16,708
Small-Cap Index
Portfolio........ $3,270
REIT Portfolio... $691
International
Value Portfolio.. $10,226
Government
Securities
Portfolio........ $11,748
Managed Bond
Portfolio........ $7,080
Money Market
Portfolio........ $105,137
High Yield Bond
Portfolio........ $4,000
Large-Cap Value
Portfolio........ $16,132

Receivables:
Due from Pacific
Life & Annuity
Company.......... 94 140 94
----------------------------------------------------------------------------------------------------
Total Assets...... 5,795 16,848 3,270 691 10,226 11,748 7,080 105,137 4,094 16,132
----------------------------------------------------------------------------------------------------

LIABILITIES
Payables:
Fund shares
purchased........ 94 140 94
----------------------------------------------------------------------------------------------------
Total
Liabilities....... 94 140 94
----------------------------------------------------------------------------------------------------
NET ASSETS........ $5,701 $16,708 $3,270 $691 $10,226 $11,748 $7,080 $105,137 $4,000 $16,132
====================================================================================================
Shares Owned in
each Portfolio.... 442 490 294 56 645 1,101 655 10,420 520 1,281
====================================================================================================
Cost of
Investments....... $5,417 $17,552 $3,247 $674 $10,012 $11,611 $7,009 $105,252 $4,061 $15,711
====================================================================================================

See Notes to Financial Statements

PACIFIC SELECT EXEC SEPARATE ACCOUNT
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED DECEMBER 31, 2000

Aggressive Emerging Diversified Small-Cap International I-Net Multi- Equity Growth
Equity Markets Research Equity Large-Cap Equity Tollkeeper Strategy Income LT
Variable Variable Variable Variable Variable Variable Variable Variable Variable Variable
Account Account Account Account (1) Account Account Account Account Account Account
--------------------------------------------------------------------------------------------------------

INVESTMENT INCOME
Dividends (1)... $1 $13 $5 $47 $11 $40
--------------------------------------------------------------------------------------------------------
Net Investment
Income........... 1 13 5 47 11 40
--------------------------------------------------------------------------------------------------------

NET REALIZED AND
UNREALIZED
GAIN (LOSS) ON
INVESTMENTS
Net realized
loss from
security
transactions.... ($59) ($226) (72) (70) ($6) ($66) (6) (111)
Net unrealized
appreciation
(depreciation)
on investments.. (359) (109) 24 (330) (217) (114) (2,698) (285) (98) (3,342)
--------------------------------------------------------------------------------------------------------
Net Realized and
Unrealized Gain
(Loss) on
investments...... (418) (335) 24 (402) (287) (120) (2,764) (291) (98) (3,453)
--------------------------------------------------------------------------------------------------------
NET INCREASE
(DECREASE) IN NET
ASSETS RESULTING
FROM OPERATIONS.. ($418) ($335) $25 ($389) ($282) ($120) ($2,764) ($244) ($87) ($3,413)
========================================================================================================

(1) Pacific Select Fund had declared dividends for the Aggressive Equity,
Emerging Markets, and Equity Portfolios during 2000. The corresponding
Variable Accounts did not own shares prior to the ex-dividend dates.

See Notes to Financial Statements (This Separate Account commenced operations
on August 15, 2000)

PACIFIC SELECT EXEC SEPARATE ACCOUNT
STATEMENT OF OPERATIONS (Continued)
FOR THE PERIODS ENDED DECEMBER 31, 2000

INVESTMENT INCOME
Dividends........ $12 $29 $22 $9 $15 $105 $119 $2,106 $75 $80
---------------------------------------------------------------------------------------------------
Net Investment
Income............ 12 29 22 9 15 105 119 2,106 75 80
---------------------------------------------------------------------------------------------------

NET REALIZED AND
UNREALIZED
GAIN (LOSS) ON
INVESTMENTS
Net realized gain
(loss) from
security
transactions..... 7 (9) (73) (116) 2 9 (271) (6) (73)
Net unrealized
appreciation
(depreciation)
on investments... 284 (844) 25 18 214 137 71 (117) (61) 420
---------------------------------------------------------------------------------------------------
Net Realized and
Unrealized Gain
(Loss) on
investments....... 291 (853) (48) 18 98 139 80 (388) (67) 347
---------------------------------------------------------------------------------------------------

NET INCREASE
(DECREASE) IN NET
ASSETS RESULTING
FROM OPERATIONS... $303 ($824) ($26) $27 $113 $244 $199 $1,718 $8 $427
===================================================================================================

See Notes to Financial Statements (This Separate Account commenced operations
on August 15, 2000)

PACIFIC SELECT EXEC SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIODS ENDED DECEMBER 31, 2000

INCREASE (DECREASE)
IN NET ASSETS
FROM OPERATIONS
Net investment
income............. $1 $13 $5 $47 $11 $40
Net realized loss
from security
transactions....... ($59) ($226) (72) (70) ($6) ($66) (6) (111)
Net unrealized
appreciation
(depreciation)
on investments..... (359) (109) 24 (330) (217) (114) (2,698) (285) (98) (3,342)
------------------------------------------------------------------------------------------------------
Net Increase
(Decrease) in Net
Assets Resulting
from Operations..... (418) (335) 25 (389) (282) (120) (2,764) (244) (87) (3,413)
------------------------------------------------------------------------------------------------------

INCREASE
(DECREASE) IN NET
ASSETS FROM POLICY
TRANSACTIONS
Transfer of net
premiums........... 138 281 281 56 820
Transfers
between variable
accounts, net...... 3,675 2,049 885 5,112 7,166 1,482 11,501 10,124 7,938 22,441
Transfers--
policy charges
and deductions..... (374) (241) (16) (342) (538) (137) (258) (184) (220) (902)
Transfers--other... 9 20 29 49 1 (1) (66)
------------------------------------------------------------------------------------------------------
Net Increase in
Net Assets Derived
from Policy
Transactions........ 3,310 1,966 869 5,080 6,958 1,346 11,243 9,995 7,718 22,293
------------------------------------------------------------------------------------------------------
NET INCREASE IN
NET ASSETS.......... 2,892 1,631 894 4,691 6,676 1,226 8,479 9,751 7,631 18,880
------------------------------------------------------------------------------------------------------

NET ASSETS
Beginning of
Period.............
------------------------------------------------------------------------------------------------------
End of Period...... $2,892 $1,631 $894 $4,691 $6,676 $1,226 $8,479 $9,751 $7,631 $18,880
======================================================================================================

See Notes to Financial Statements (This Separate Account commenced operations
on August 15, 2000)

PACIFIC SELECT EXEC SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS (Continued)
FOR THE PERIODS ENDED DECEMBER 31, 2000

Mid-Cap Equity Small-Cap International Government Managed Money High-Yield Large-Cap
Value Index Index REIT Value Securities Bond Market Bond Value
Variable Variable Variable Variable Variable Variable Variable Variable Variable Variable
Account Account Account Account Account Account Account Account Account Account
------------------------------------------------------------------------------------------------------

INCREASE (DECREASE)
IN NET ASSETS
FROM OPERATIONS
Net investment
income............. $12 $29 $22 $9 $15 $105 $119 $2,106 $75 $80
Net realized
gain (loss)
from security
transactions....... 7 (9) (73) (116) 2 9 (271) (6) (73)
Net unrealized
appreciation
(depreciation)
on investments..... 284 (844) 25 18 214 137 71 (117) (61) 420
------------------------------------------------------------------------------------------------------
Net Increase
(Decrease) in Net
Assets Resulting
from Operations..... 303 (824) (26) 27 113 244 199 1,718 8 427
------------------------------------------------------------------------------------------------------

INCREASE (DECREASE)
IN NET ASSETS FROM
POLICY TRANSACTIONS
Transfer of net
premiums........... 140 211 275 688 688 272,763 278 413
Transfers
between variable
accounts, net...... 5,713 17,658 3,255 736 10,033 11,821 6,429 (148,228) 3,875 16,334
Transfers--policy
charges and
deductions......... (430) (338) (168) (72) (639) (317) (235) (21,135) (159) (1,034)
Transfers--other... (25) 1 (66) 31 (1) 19 (2) (8)
------------------------------------------------------------------------------------------------------
Net Increase in
Net Assets Derived
from Policy
Transactions........ 5,398 17,532 3,296 664 10,113 11,504 6,881 103,419 3,992 15,705
------------------------------------------------------------------------------------------------------
NET INCREASE IN
NET ASSETS.......... 5,701 16,708 3,270 691 10,226 11,748 7,080 105,137 4,000 16,132
------------------------------------------------------------------------------------------------------

NET ASSETS
Beginning of
Period.............
------------------------------------------------------------------------------------------------------
End of Period...... $5,701 $16,708 $3,270 $691 $10,226 $11,748 $7,080 $105,137 $4,000 $16,132
======================================================================================================

See Notes to Financial Statements (This Separate Account commenced operations
on August 15, 2000)

PACIFIC SELECT EXEC SEPARATE ACCOUNT
NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

The Pacific Select Exec Separate Account (the "Separate Account") is
registered as a unit investment trust under the Investment Company Act of 1940,
as amended, and is comprised of twenty-two subaccounts called Variable
Accounts: the Aggressive Equity, Emerging Markets, Diversified Research, Small-
Cap Equity, International Large-Cap, Equity, I-Net Tollkeeper, Multi-Strategy,
Equity Income, Strategic Value, Growth LT, Focused 30, Mid-Cap Value, Equity
Index, Small-Cap Index, REIT, International Value, Government Securities,
Managed Bond, Money Market, High Yield Bond, and Large-Cap Value Variable
Accounts as of December 31, 2000. The assets in each Variable Account are
invested in shares of the corresponding portfolios of Pacific Select Fund (the
"Fund"), each of which pursues different investment objectives and policies.
The financial statements of the Fund, including the schedules of investments,
are provided separately and should be read in conjunction with the Separate
Account's financial statements.

The Separate Account was established by Pacific Life & Annuity Company (PL&A),
a wholly-owned subsidiary of Pacific Life Insurance Company (Pacific Life), on
September 24, 1998 and commenced operations on August 15, 2000. The following
Variable Accounts commenced operations in 2000: the Money Market Variable
Account commenced operations on August 15, 2000; the Aggressive Equity,
Emerging Markets, Small-Cap Equity, International Large-Cap, Growth LT, Mid-Cap
Value, International Value and Large-Cap Value Variable Accounts commenced
operations on September 8, 2000; the Equity Index and High Yield Bond Variable
Accounts commenced operations on October 2, 2000; the Small-Cap Index and
Managed Bond Variable Accounts commenced on October 20, 2000; the I-Net
Tollkeeper and Multi-Strategy Variable Accounts commenced operations on
November 3, 2000; the Equity and Government Securities Variable Accounts
commenced operations on November 27, 2000; the Equity Income Variable Account
commenced operations on November 28, 2000; the Diversified Research Variable
Account commenced operations on November 30, 2000; and the REIT Variable
Account commenced operations on December 6, 2000. There were no operational
activities in the Strategic Value and Focused 30 Variable Accounts through
December 31, 2000. Under applicable insurance law, the assets and liabilities
of the Separate Account are clearly identified and distinguished from the other
assets and liabilities of PL&A. The assets of the Separate Account will not be
charged with any liabilities arising out of any other business conducted by
PL&A, but the obligations of the Separate Account, including benefits related
to variable life insurance, are obligations of PL&A.

The Separate Account held by PL&A represents funds from individual flexible
premium variable life policies. The assets of the Separate Account are carried
at market value.

The financial statements have been prepared in conformity with accounting
principles generally accepted in the United States of America for investment
companies which require management to make certain estimates and assumptions at
the date of the financial statements. Actual results could differ from those
estimates.

A. Valuation of Investments

Investments in shares of the Fund are valued at the reported net asset values
of the respective portfolios. Valuation of securities held by the Fund is
discussed in the notes to its financial statements.

B. Security Transactions and Investment Income

Transactions are recorded on the trade date. Realized gains and losses on
sales of investments are determined on the basis of identified cost. Dividend
income is recorded on the ex-dividend date.

C. Federal Income Taxes

The operations of the Separate Account will be reported on the Federal income
tax return of PL&A, which is taxed as a life insurance company under the
provisions of the Tax Reform Act of 1986. Under current tax law, no Federal
income taxes are expected to be paid by PL&A with respect to the operations of
the Separate Account.

2. DIVIDENDS

During 2000, the Fund declared dividends for each portfolio, except for the I-
Net Tollkeeper Portfolio, invested by the Separate Account. The amounts accrued
by the Separate Account for its share of the dividends were reinvested in
additional full and fractional shares of the related portfolios.

3. CHARGES AND EXPENSES

With respect to variable life insurance policies funded by the Separate
Account, PL&A makes certain deductions from premiums for sales load and state
premium taxes before amounts are allocated to the Separate Account. PL&A also
makes certain deductions from the net assets of each Variable Account for the
mortality and expense risks PL&A assumes, administrative expenses, cost of
insurance, charges for optional benefits and any sales and underwriting
surrender charges. The operating expenses of the Separate Account are paid by
PL&A.

4. RELATED PARTY AGREEMENT

Pacific Select Distributors, Inc. (formerly Pacific Mutual Distributors,
Inc.), a wholly-owned subsidiary of Pacific Life, serves as principal
underwriter of variable life insurance policies funded by interests in the
Separate Account, without remuneration from the Separate Account.

PACIFIC SELECT EXEC SEPARATE ACCOUNT
NOTES TO FINANCIAL STATEMENTS (Continued)

5. SEPARATE ACCOUNT'S COST OF INVESTMENTS IN THE FUND SHARES

The investment in the Fund shares are carried at identified cost, which
represents the amount available for investment (including reinvested
distributions of net investment income and realized gains). A reconciliation of
total cost and market value of the Separate Account's investments in the Fund
as of December 31, 2000 were as follows:

Variable Accounts (1)
---------------------------------------------------------------------

Aggressive Emerging Diversified Small-Cap International
Equity Markets Research Equity Large-Cap Equity
---------------------------------------------------------------------

Total net proceeds from
policy transactions $6,314 $4,669 $885 $7,998 $9,939 $1,375
Add: Reinvested net
investment income
distributions from
the Fund 1 13 5
---------------------------------------------------------------------
Sub-Total 6,314 4,669 886 8,011 9,944 1,375
Less: Cost of
investments
disposed during
the period 3,064 2,928 16 2,991 3,052 35
---------------------------------------------------------------------
Total cost of
investments at end of
period 3,250 1,741 870 5,020 6,892 1,340
Add: Unrealized
appreciation
(depreciation) (358) (110) 24 (329) (216) (114)
---------------------------------------------------------------------
Total market value of
investments at end of
period $2,892 $1,631 $894 $4,691 $6,676 $1,226
=====================================================================

I-Net Multi- Equity Growth Mid-Cap Equity
Tollkeeper Strategy Income LT Value Index
---------------------------------------------------------------------

Total net proceeds from
policy transactions $11,501 $10,179 $7,802 $25,528 $7,444 $17,687
Add: Reinvested net
investment income
distributions from
the Fund 47 11 40 12 29
---------------------------------------------------------------------
Sub-Total 11,501 10,226 7,813 25,568 7,456 17,716
Less: Cost of
investments
disposed during
the period 324 190 84 3,347 2,039 164
---------------------------------------------------------------------
Total cost of
investments at end of
period 11,177 10,036 7,729 22,221 5,417 17,552
Add: Unrealized
appreciation
(depreciation) (2,698) (285) (98) (3,341) 284 (844)
---------------------------------------------------------------------
Total market value of
investments at end of
period $8,479 $9,751 $7,631 $18,880 $5,701 $16,708
=====================================================================

Small-Cap International Government Managed Money
Index REIT Value Securities Bond Market
---------------------------------------------------------------------

Total net proceeds from
policy transactions $4,564 $678 $15,721 $11,821 $10,978 $222,997
Add: Reinvested net
investment income
distributions from
the Fund 22 9 15 105 119 2,106
---------------------------------------------------------------------
Sub-Total 4,586 687 15,736 11,926 11,097 225,103
Less: Cost of
investments
disposed during
the period 1,339 13 5,724 315 4,088 119,851
---------------------------------------------------------------------
Total cost of
investments at end of
period 3,247 674 10,012 11,611 7,009 105,252
Add: Unrealized
appreciation
(depreciation) 23 17 214 137 71 (115)
---------------------------------------------------------------------
Total market value of
investments at end of
period $3,270 $691 $10,226 $11,748 $7,080 $105,137
=====================================================================

High Yield Large-Cap
Bond Value
---------------------

Total net proceeds from
policy transactions $4,150 $22,390
Add: Reinvested net
investment income
distributions from
the Fund 75 80
---------------------
Sub-Total 4,225 22,470
Less: Cost of
investments
disposed during
the period 164 6,759
---------------------
Total cost of
investments at end of
period 4,061 15,711
Add: Unrealized
appreciation
(depreciation) (61) 421
---------------------
Total market value of
investments at end of
period $4,000 $16,132
=====================

- -------------
(1) Operations commenced during 2000 (See Note 1 to Financial Statements).

PACIFIC SELECT EXEC SEPARATE ACCOUNT
NOTES TO FINANCIAL STATEMENTS (Continued)

6. TRANSACTIONS IN SEPARATE ACCOUNT UNITS AND SELECTED ACCUMULATION UNIT **
INFORMATION

Transactions in Separate Account units for the periods ended December 31, 2000
and the selected accumulation unit information as of December 31, 2000 were as
follows:

Variable Accounts (1)
---------------------------------------------------------------------------------
Aggressive Emerging Diversified Small-Cap International I-Net
Equity Markets Research Equity Large-Cap Equity Tollkeeper
---------------------------------------------------------------------------------

Increase (decrease) in
units resulting from
policy transactions:
(a) Transfer of net
premiums 15 34 29
(b) Transfers between
variable accounts, net 388 212 86 582 747 150 1,181
(c) Transfers--policy
charges and deductions (44) (28) (2) (41) (56) (14) (32)
(d) Transfers--other (1) 5
---------------------------------------------------------------------------------
Total units outstanding
at end of period 344 199 84 574 725 136 1,149
=================================================================================

Accumulation Unit Value:
At beginning of period $10.00 $10.00 $10.00 $10.00 $10.00 $10.00 $10.00
At end of period $8.41 $8.18 $10.63 $8.17 $9.21 $9.04 $7.38

Multi- Equity Growth Mid-Cap Equity Small-Cap
Strategy Income LT Value Index Index REIT
---------------------------------------------------------------------------------

Increase (decrease) in
units resulting from
policy transactions:
(a) Transfer of net
premiums 6 95 14 23 27
(b) Transfers between
variable accounts, net 1,012 793 2,375 560 1,826 324 73
(c) Transfers--policy
charges and deductions (18) (22) (106) (42) (36) (17) (7)
(d) Transfers--other (1) (1) (6)
---------------------------------------------------------------------------------
Total units outstanding
at end of period 999 770 2,364 532 1,813 328 66
=================================================================================

Accumulation Unit Value:
At beginning of period $10.00 $10.00 $10.00 $10.00 $10.00 $10.00 $10.00
At end of period $9.76 $9.90 $7.99 $10.71 $9.22 $9.96 $10.43

International Government Managed Money High Yield Large-Cap
Value Securities Bond Market Bond Value
-----------------------------------------------------------------------

Increase (decrease) in
units resulting from
policy transactions:
(a) Transfer of net
premiums 72 69 27,083 29 41
(b) Transfers between
variable accounts, net 1,049 1,177 642 (14,718) 404 1,652
(c) Transfers--policy
charges and deductions (67) (31) (23) (2,099) (17) (105)
(d) Transfers--other 1 2 (1)
-----------------------------------------------------------------------
Total units outstanding
at end of period 1,055 1,146 688 10,268 416 1,587
=======================================================================

Accumulation Unit Value:
At beginning of period $10.00 $10.00 $10.00 $10.00 $10.00 $10.00
At end of period $9.70 $10.25 $10.30 $10.24 $9.61 $10.17

- ------
** Accumulation Unit: unit of measure used to calculate the value of a Policy
Owner's interest in a Variable Account during the accumulation period.

(1) Operations commenced during 2000 (See Note 1 to Financial Statements).

PACIFIC LIFE & ANNUITY COMPANY

Financial Statements - Statutory Basis as of and for the years ended
December 31, 2000 and 1999
and Independent Auditors' Report

INDEPENDENT AUDITORS' REPORT
----------------------------

Pacific Life & Annuity Company:

We have audited the accompanying statements of admitted assets, liabilities
and capital and surplus- statutory basis of Pacific Life & Annuity Company
(the Company) as of December 31, 2000 and 1999, and the related statements
of operations-statutory basis, capital and surplus-statutory basis, and
cash flows-statutory basis for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

As described in Note 1 to the financial statements, the Company has
prepared these financial statements on the accounting basis prescribed or
permitted by the Insurance Department of the State of Arizona, which is a
comprehensive basis of accounting other than accounting principles
generally accepted in the United States of America. The effects on such
financial statements of the differences between the statutory basis of
accounting and accounting principles generally accepted in the United
States of America are also described in Note 1.

In our opinion, because of the effects of the matter described in the
preceding paragraph, the financial statements referred to above do not
present fairly, in conformity with accounting principles generally accepted
in the United States of America, the financial position of Pacific Life &
Annuity Company as of December 31, 2000 and 1999, or the results of its
operations or its cash flows for the years then ended.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the admitted assets, liabilities and capital and
surplus of Pacific Life & Annuity Company as of December 31, 2000 and 1999,
and the results of its operations and its cash flows for the years then
ended, on the basis of accounting described in Note 1.

DELOITTE & TOUCHE LLP

Costa Mesa, CA
February 26, 2001

Pacific Life & Annuity Company

STATEMENTS OF ADMITTED ASSETS,
LIABILITIES AND CAPITAL AND SURPLUS-STATUTORY BASIS

December 31,
2000 1999
- -------------------------------------------------------------------------------------
(In Thousands)

ADMITTED ASSETS
Bonds $258,266 $239,981
Preferred stocks 6,963 6,536
Common stocks 6,849 7,963
Mortgage loans 15,004 15,409
Cash and short-term investments 91,041 73,725
Other invested assets 56,832 29,453
Premiums due and unpaid 20,966 19,824
Other assets 5,527 10,421
Separate account assets 243
- -------------------------------------------------------------------------------------
TOTAL ADMITTED ASSETS $461,691 $403,312
=====================================================================================

LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
Policy reserves $116,331 $102,041
Policy benefits payable 58,096 50,738
Deposit funds 23,527 6,300
Accrued general expenses 8,169 9,433
Other liabilities 24,842 28,561
Asset valuation reserve 4,769 5,291
Separate account liabilities 243
- -------------------------------------------------------------------------------------
TOTAL LIABILITIES 235,977 202,364
- -------------------------------------------------------------------------------------
Capital and Surplus:
Common stock - $1 par value; 5 million shares
authorized; 2.9 million shares issued and outstanding 2,900 2,900
Paid-in surplus 134,607 134,607
Unassigned surplus 88,207 63,441
- -------------------------------------------------------------------------------------
TOTAL CAPITAL AND SURPLUS 225,714 200,948
- -------------------------------------------------------------------------------------
TOTAL LIABILITIES AND CAPITAL AND SURPLUS $461,691 $403,312
=====================================================================================

See Independent Auditors' Report and Notes to Financial Statements - Statutory
Basis

Pacific Life & Annuity Company

STATEMENTS OF OPERATIONS-STATUTORY BASIS

Years Ended December 31,
2000 1999
- ----------------------------------------------------------------------------------------------
(In Thousands)

REVENUES
Premiums $434,580 $359,936
Net investment income 31,089 24,786
Other income 1,997 246
- ----------------------------------------------------------------------------------------------
TOTAL REVENUES 467,666 384,968
- ----------------------------------------------------------------------------------------------
BENEFITS AND EXPENSES
Current and future policy benefits 315,803 250,328
Operating expenses 102,581 87,013
- ----------------------------------------------------------------------------------------------
TOTAL BENEFITS AND EXPENSES 418,384 337,341
- ----------------------------------------------------------------------------------------------
INCOME BEFORE FEDERAL INCOME TAXES 49,282 47,627
Federal income taxes 16,910 16,196
- ----------------------------------------------------------------------------------------------
NET GAIN FROM OPERATIONS 32,372 31,431
Net realized capital losses (4,201) (405)
- ----------------------------------------------------------------------------------------------
NET INCOME $ 28,171 $ 31,026
==============================================================================================

See Independent Auditors' Report and Notes to Financial Statements - Statutory
Basis

Pacific Life & Annuity Company

STATEMENTS OF CAPITAL AND SURPLUS-STATUTORY BASIS

Common Stock
------------- Paid-in Unassigned
Shares Amount Surplus Surplus Total
- -----------------------------------------------------------------------
(In Thousands)

BALANCES,
JANUARY 1, 1999 2,900 $2,900 $ 37,607 $36,192 $ 76,699
Net income 31,026 31,026
Capital contribution 97,000 97,000
Other surplus transactions (3,777) (3,777)
- -----------------------------------------------------------------------
BALANCES,
DECEMBER 31, 1999 2,900 2,900 134,607 63,441 200,948
Net income 28,171 28,171
Other surplus transactions (3,405) (3,405)
- -----------------------------------------------------------------------
BALANCES,
DECEMBER 31, 2000 2,900 $2,900 $134,607 $88,207 $225,714
=======================================================================

See Independent Auditors' Report and Notes to Financial Statements - Statutory
Basis

Pacific Life & Annuity Company

STATEMENTS OF CASH FLOWS-STATUTORY BASIS

Years Ended December 31,
2000 1999
- -------------------------------------------------------------------------------
(In Thousands)

CASH FROM OPERATIONS
Receipts
Premiums $ 433,264 $ 366,624
Net investment income 27,997 22,917
Other, net 4,554
Payments
Policy benefit payments (271,663) (301,317)
Operating expenses (92,298) (92,375)
Premium and other taxes (7,875) (10,817)
Federal income taxes (25,858) (4,268)
Other, net (415)
- -------------------------------------------------------------------------------
NET CASH FROM OPERATIONS 63,152 (14,682)
- -------------------------------------------------------------------------------

CASH FROM INVESTMENTS
Proceeds
Bonds 64,792 84,064
Stocks 5,391 5,918
Mortgage loans 12,654 7,017
Other 12,424 4,210
Payments for the purchase of
Bonds (86,900) (108,883)
Stocks (8,197) (3,550)
Mortgage loans (12,000) (11,000)
Other (35,568) (17,407)
Net tax on capital (gains) losses 782 (2,561)
- -------------------------------------------------------------------------------
NET CASH FROM INVESTMENTS (46,622) (42,192)
- -------------------------------------------------------------------------------

CASH FROM FINANCING AND MISCELLANEOUS SOURCES
Capital contribution 97,000
Other, net 786 (3,323)
- -------------------------------------------------------------------------------
NET CASH FROM FINANCING AND MISCELLANEOUS SOURCES 786 93,677
- -------------------------------------------------------------------------------

Net change in cash and short-term investments 17,316 36,803
Cash and short-term investments, beginning of year 73,725 36,922
- -------------------------------------------------------------------------------
CASH AND SHORT-TERM INVESTMENTS, END OF YEAR $ 91,041 $ 73,725
===============================================================================

See Independent Auditors' Report and Notes to Financial Statements - Statutory
Basis

Pacific Life & Annuity Company

NOTES TO FINANCIAL STATEMENTS-STATUTORY BASIS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND DESCRIPTION OF BUSINESS

Pacific Life & Annuity Company (PL&A) is a stock life insurance company
domiciled in the State of Arizona, and a wholly owned subsidiary of Pacific
Life Insurance Company (Pacific Life). PL&A provides benefit programs to
employers and other benefit plan sponsors throughout the United States and
offers medical, dental, life, and other ancillary coverages to small and
mid-size employers, as well as flexible funding arrangements for labor
management and union trusts. In addition, stop loss products are sold
through Pacific Life and companion group life insurance is sold through
PL&A to self-funded plan sponsors. Also, PL&A began selling structured
settlement annuities in 2000.

In 1999, PL&A changed its name from PM Group Life Insurance Company and
received approval from the State of New York Insurance Department to
transact business in the State of New York. In connection with this
approval, Pacific Life contributed $97 million of additional paid-in
surplus in cash to PL&A in 1999. During 2000, PL&A began selling variable
life insurance and institutional products and services and filed for
variable annuity product approval in the State of New York.

BASIS OF PRESENTATION

These financial statements have been prepared in accordance with accounting
practices prescribed or permitted by the Insurance Department of the State
of Arizona, which is a comprehensive basis of accounting other than
accounting principles generally accepted in the United States of America
(GAAP). Prescribed statutory accounting practices include a variety of
publications of the National Association of Insurance Commissioners (NAIC),
as well as state laws, regulations, and general administrative rules.
Permitted statutory accounting practices encompass all accounting practices
not so prescribed.

Accounting practices prescribed or permitted by the Insurance Department of
the State of Arizona differ in certain respects, which in some cases are
materially different from GAAP. GAAP stockholder's equity as of December
31, 2000 and 1999 was $255.5 million and $221.9 million, respectively,
compared to statutory capital and surplus as included in these financial
statements of $225.7 million and $200.9 million, respectively. GAAP net
income for the years ended December 31, 2000 and 1999 was $30.9 million and
$30.0 million, respectively, compared to statutory net income included in
these financial statements of $28.2 million and $31.0 million,
respectively. The significant differences are noted below:

An interest maintenance reserve (IMR) is established to capture realized
investment gains and losses, net of tax, on the sale of fixed income
investments resulting from changes in the general level of interest
rates, and is amortized into income over the remaining years to expected
maturity of the assets sold under statutory accounting practices; no such
reserve is allowed under GAAP.

An asset valuation reserve (AVR), based upon a formula prescribed by the
NAIC, is established as a liability to offset potential noninterest
related investment losses, and changes in the AVR are charged or credited
directly to surplus under statutory accounting practices; no such reserve
is allowed under GAAP.

Investments in bonds and preferred stocks are generally carried at
amortized cost under statutory accounting practices; under GAAP,
investments in bonds and preferred stocks, other than those classified as
held to maturity, are carried at estimated fair value.

Certain assets, principally deferred income taxes and furniture and
equipment, are designated as non admitted and excluded from assets by a
direct charge to surplus under statutory accounting practices; under
GAAP, such assets are carried on the statement of financial condition
with appropriate valuation allowances.

Pacific Life & Annuity Company

NOTES TO FINANCIAL STATEMENTS-STATUTORY BASIS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

In 1998, the NAIC adopted the Codification of Statutory Accounting
Principles (Codification). Codification, which is intended to standardize
regulatory accounting and reporting to state insurance departments, is
effective January 1, 2001. However, statutory accounting principles will
continue to be established by individual state laws and permitted
practices. The Insurance Department of the State of Arizona is requiring
adoption of Codification for the preparation of statutory financial
statements effective January 1, 2001. The impact of adopting Codification
will be reported as an adjustment to statutory surplus on the effective
date. PL&A has not yet finalized the effects of adopting Codification, but
anticipates that there will not be any adverse effect on statutory surplus.

PL&A's significant statutory accounting practices are described below.

INVESTMENTS

Bonds qualifying for amortization are carried at amortized cost; all other
bonds are carried at prescribed values. Preferred stocks are principally
stated at amortized cost. Common stocks are carried at market value. The
cost of bonds, and preferred and common stocks is adjusted for impairments
in value deemed to be other than temporary.

Mortgage loans are stated at unpaid principal balances.

Short-term investments are carried at amortized cost which approximates
estimated fair value. Short-term investments generally consist of bonds,
commercial paper and money market instruments whose maturities at the time
of acquisition were one year or less.

Other invested assets, which consist principally of joint venture and
partnership interests, are primarily accounted for using the equity method.

The AVR is computed in accordance with a prescribed formula and is designed
to stabilize surplus against valuation and credit-related losses for
certain invested assets. Changes to the AVR are reported as direct
additions to, or deductions from, unassigned surplus. The IMR results in
the deferral of after-tax realized capital gains and losses attributable to
interest rate fluctuations on fixed income investments. These capital gains
and losses are amortized into net investment income over the remaining life
of the investment sold. The IMR of $1.8 million and $1.2 million as of
December 31, 2000 and 1999, respectively, is included in other liabilities.

Net realized capital gains and losses are determined on the specific
identification method and are presented net of Federal capital gains tax
and transfers to the IMR.

Derivatives that qualify for hedge accounting are valued consistently with
the hedged items. Realized hedged gains and losses on fixed income
contracts are deferred and amortized over the average life of the related
hedged assets or insurance liabilities. Derivatives that do not qualify for
hedge accounting are valued at market value through surplus while still
held and when realized through income.

POLICY RESERVES AND DEPOSIT FUNDS

Medical expense claim reserves are based on PL&A's actual loss experience.
Group life insurance reserves, including premium waivers, are based on
various tabular methods and actual loss experience. Disabled life reserves
are determined using various tabular reserve methods.

Reserves for variable life insurance and individual annuities are
maintained principally on the Commissioners' Reserve Valuation Method.

Pacific Life & Annuity Company

NOTES TO FINANCIAL STATEMENTS-STATUTORY BASIS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

The liability for deposit funds, including guaranteed interest contracts,
is based primarily upon, and is not less than, the policyholders' equity in
their deposit accounts, including credited interest.

REVENUES, BENEFITS AND EXPENSES

Premiums are recognized as revenue over the premium paying period. Deposits
made in connection with annuity contracts are recognized as revenue when
received. Investment income is recorded as earned.

Expenses, including policy acquisition costs and Federal income taxes, are
charged to operations as incurred.

FEDERAL INCOME TAXES

PL&A's operations are included in the consolidated Federal income tax
return of Pacific Mutual Holding Company, PL&A's ultimate parent. PL&A is
allocated an income tax expense based on the effect of including its
operations in the consolidated return. Deferred taxes are provided for as
permitted by the Insurance Department of the State of Arizona. The net
deferred tax asset is non admitted. This practice has no effect on total
surplus.

OTHER SURPLUS TRANSACTIONS

Other surplus transactions primarily consist of unrealized capital gains
and losses, changes in non admitted assets and change in the AVR.

SEPARATE ACCOUNTS

Separate account assets are recorded at market value and the related
liabilities represent segregated contract owner funds maintained in
accounts with individual investment objectives. The operating results of
separate account assets pass through to separate account policyholders and
contract owners.

ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of financial instruments disclosed in Notes 2 and
3 has been determined using available market information and appropriate
valuation methodologies. However, considerable judgment is required to
interpret market data to develop the estimates of fair value. Accordingly,
the estimates presented may not be indicative of the amounts PL&A could
realize in a current market exchange. The use of different market
assumptions and/or estimation methodologies could have a significant effect
on the estimated fair value amounts.

RISK-BASED CAPITAL

Risk-based capital is a method developed by the NAIC to measure the minimum
amount of capital appropriate for an insurance company to support its
overall business operations in consideration of its size and risk profile.
The formulas for determining the amount of risk-based capital specify
various weighting factors that are applied to financial balances or various
levels of activity based on the perceived degree of risk. The adequacy of a
company's actual capital is measured by the risk-based capital results as
determined by the formulas. Companies below minimum risk-based capital
requirements are classified within certain levels, each of which requires
specified corrective action. As of December 31, 2000 and 1999, PL&A
exceeded the minimum risk-based capital requirements.

BUSINESS RISKS

PL&A operates in a business environment which is subject to various risks
and uncertainties. PL&A's group health insurance is subject to varying
levels of regulation. The United States Congress has, from time to time,
considered various health care proposals and several states have enacted
health care reform legislation. Although

Pacific Life & Annuity Company

NOTES TO FINANCIAL STATEMENTS-STATUTORY BASIS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

it is not possible to predict what changes may be adopted at the state or
Federal level, certain changes could have a negative impact upon the group
health business of PL&A.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
practices prescribed or permitted by regulatory authorities requires
management to make estimates and assumptions that affect the reported
amounts of admitted assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the 2000
financial statement presentation.

2. INVESTMENTS IN DEBT AND EQUITY SECURITIES

The amortized cost, gross unrealized gains and losses, and estimated fair
value of debt and equity securities are shown below. Debt securities
include bonds, redeemable preferred stocks and short-term investments.
Equity securities include perpetual preferred stocks and common stocks. The
estimated fair value of publicly traded securities is based on quoted
market prices. For securities not actively traded, estimated fair values
were provided by independent pricing services specializing in matrix
pricing and modeling techniques. PL&A also estimates certain fair values
based on interest rates, credit quality and average maturity, or from
securities with comparable trading characteristics.

Gross Unrealized
Amortized ---------------- Estimated
Cost Gains Losses Fair Value
--------------------------------------
(In Thousands)

December 31, 2000:
------------------
U.S. Treasury securities and obligations of
U.S. government authorities and agencies $ 7,976 $ 78 $ 2 $ 8,052
Obligations of states and political subdivisions 9,456 147 13 9,590
Foreign governments 3,058 162 3,220
Corporate securities 281,495 3,750 2,514 282,731
Mortgage-backed and asset-backed securities 50,645 850 335 51,160
Redeemable preferred stock 2,276 2 2,274
-------------------------------------
Total debt securities $354,906 $ 4,987 $ 2,866 $357,027
=====================================
Total equity securities $ 12,443 $ 1,607 $ 2,503 $ 11,547
=====================================

December 31, 1999:
------------------
U.S. Treasury securities and obligations of
U.S. government authorities and agencies $ 6,029 $ 7 $ 22 $ 6,014
Obligations of states and political subdivisions 8,290 141 40 8,391
Foreign governments 1,000 37 1,037
Corporate securities 231,786 1,241 2,624 230,403
Mortgage-backed and asset-backed securities 68,657 28 1,602 67,083
Redeemable preferred stock 6,111 22 6 6,127
-------------------------------------
Total debt securities $321,873 $ 1,476 $ 4,294 $319,055
=====================================
Total equity securities $ 5,999 $ 3,843 $ 1,454 $ 8,388
=====================================

Pacific Life & Annuity Company

NOTES TO FINANCIAL STATEMENTS-STATUTORY BASIS

2. INVESTMENTS IN DEBT AND EQUITY SECURITIES (Continued)

The amortized cost and estimated fair value of debt securities as of
December 31, 2000, by contractual repayment date of principal, are shown
below. Expected maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without
call or prepayment penalties.

Amortized Estimated
Cost Fair Value
--------------------
(In Thousands)

Due in one year or less $ 83,464 $ 83,426
Due after one year through five years 162,152 162,702
Due after five years through ten years 21,085 21,487
Due after ten years 37,560 38,252
-------------------
304,261 305,867
Mortgage-backed and asset-backed securities 50,645 51,160
-------------------
Total $354,906 $357,027
===================

Proceeds from sales of investments in debt securities were $13.1 million
and $23.3 million for the years ended December 31, 2000 and 1999,
respectively. Gross gains of $1.1 million and $0.1 million and gross losses
of $0.1 million and $0.9 million were realized on those sales for the years
ended December 31, 2000 and 1999, respectively.

3. FINANCIAL INSTRUMENTS

The estimated fair values of PL&A's financial instruments, including debt
and equity securities (Note 2), are as follows:

December 31, 2000 December 31, 1999
----------------- -----------------
Statement Estimated Statement Estimated
Value Fair Value Value Fair Value
------------------------------------------
(In Thousands)

Assets:
Debt securities $354,379 $357,027 $321,873 $319,055
Equity securities 11,536 11,547 8,388 8,388
Mortgage loans 15,004 16,152 15,409 17,131
Financial futures contracts (1,110)
Foreign currency
derivatives (129) 7
Liabilities:
Guaranteed interest
contracts 20,314 20,314
Deposit liabilities 3,213 3,213 6,300 6,300

The following methods and assumptions were used to estimate the fair value
of these financial instruments as of December 31, 2000 and 1999:

MORTGAGE LOANS

The estimated fair value of the mortgage loan portfolio is determined by
discounting the estimated future cash flows, using a year-end market rate
which is applicable to the yield, credit quality and average maturity of
the composite portfolio.

Pacific Life & Annuity Company

NOTES TO FINANCIAL STATEMENTS-STATUTORY BASIS

3. FINANCIAL INSTRUMENTS (Continued)

GUARANTEED INTEREST CONTRACTS AND DEPOSIT LIABILITIES

The estimated fair value of fixed maturity guaranteed interest contracts is
estimated using the rates currently offered for deposits of similar
remaining maturities. The estimated fair value of deposit liabilities with
no defined maturities is the amount payable on demand.

FINANCIAL FUTURES CONTRACTS

PL&A uses exchange-traded financial futures contracts to hedge cash flow
timing differences between assets and liabilities and overall portfolio
duration. Assets and liabilities are rarely acquired or sold at the same
time, which creates a need to hedge their change in value during the
unmatched period. In addition, foreign currency futures may be used to
hedge foreign currency risk on non-U.S. dollar denominated securities.
Financial futures contracts obligate the holder to buy or sell the
underlying financial instrument at a specified future date for a set price
and may be settled in cash or by delivery of the financial instrument.
Price changes on futures are settled daily through the required margin cash
flows. The notional amounts of the contracts do not represent future cash
requirements, as PL&A intends to close out open positions prior to
expiration.

FOREIGN CURRENCY DERIVATIVES

PL&A enters into foreign exchange forward contracts to hedge against
fluctuations in foreign currency exposure. Foreign currency derivatives
involve the exchange of foreign currency denominated payments for U.S.
dollar denominated payments. Gains and losses on foreign exchange forward
contracts offset losses and gains, respectively, on the related foreign
currency denominated assets. Foreign currency derivatives expire during the
year 2001.

4. LIABILITY FOR GROUP HEALTH UNPAID CLAIMS AND CLAIM ADJUSTMENT EXPENSES

Activity in the liability for group health unpaid claims and claim
adjustment expenses, which is included in both policy reserves and policy
benefits payable, is summarized as follows:

Years Ended
December 31,
2000 1999
------------------
(In Thousands)

Balance at January 1 $ 91,583 $137,181
Less reinsurance recoverables 107 119
------------------
Net balance at January 1 91,476 137,062
------------------
Incurred related to:
Current year 301,160 279,002
Prior years (27,823) (33,283)
------------------
Total incurred 273,337 245,719
------------------
Paid related to:
Current year 221,370 213,682
Prior years 45,078 77,623
------------------
Total paid 266,448 291,305
------------------
Net balance at December 31 98,365 91,476
Plus reinsurance recoverables 49 107
------------------
Balance at December 31 $ 98,414 $ 91,583
==================

Pacific Life & Annuity Company

NOTES TO FINANCIAL STATEMENTS-STATUTORY BASIS

4. LIABILITY FOR GROUP HEALTH UNPAID CLAIMS AND CLAIM ADJUSTMENT EXPENSES
(Continued)

As a result of favorable settlement of prior years' estimated claims, the
provision for claims and claim adjustment expenses decreased by $27.8
million and $33.3 million for the years ended December 31, 2000 and 1999,
respectively.

5. RELATED PARTY TRANSACTIONS

Pacific Life provides services of certain management and other personnel,
and other support services to PL&A. Services provided include employee
participation in certain benefit plans provided by Pacific Life (Note 6).
Charges for these services amounted to $12.9 million and $11.9 million for
the years ended December 31, 2000 and 1999, respectively, and are included
in operating expenses.

Under a reinsurance and service agreement, which terminated on January 1,
1999, PL&A assumed substantially all of Pacific Life's group life and
health insurance. Premiums of ($0.6) million and $0.4 million and benefits
of $1.4 million and ($0.7) million were assumed for the years ended
December 31, 2000 and 1999, respectively. Amounts payable under this
agreement were $0.4 million and $1.3 million as of December 31, 2000 and
1999, respectively. Effective January 1, 1999, PL&A began to provide
underwriting and administrative services for this business under an
administrative services agreement. Fees earned amounted to $10.7 million
and $10.2 million for the years ended December 31, 2000 and 1999,
respectively, and are included as an offset to operating expenses.

6. EMPLOYEE BENEFIT PLANS

PL&A permits eligible employees to participate in a retirement plan
provided by Pacific Life.

PL&A permits certain employees to defer a portion of cash compensation
under a deferred compensation plan provided by Pacific Life. Interest
accrued to this plan amounted to $0.4 million for the years ended December
31, 2000 and 1999.

PL&A participates in a defined benefit health care plan and a defined
benefit life insurance plan (the Plans) provided by Pacific Life. The Plans
provide postretirement benefits for all eligible retirees and their
dependents. Generally, qualified employees may become eligible for these
benefits if they reach normal retirement age, have been covered under
Pacific Life's policy as an active employee for a minimum continuous period
prior to the date retired, and have an employment date before January 1,
1990. The Plans contain cost-sharing features such as deductibles and
coinsurance, and require retirees to make contributions which can be
adjusted annually. Pacific Life's commitment to qualified employees who
retire after April 1, 1994 is limited to specific dollar amounts. Pacific
Life reserves the right to modify or terminate the Plans at any time.

Pacific Life and PL&A utilize the accrual method of accounting for the
costs of the Plans as prescribed by the Insurance Departments of the States
of California and Arizona, respectively. PL&A has elected to amortize the
transition obligation, which was allocated from Pacific Life, of $3.7
million over 20 years. The transition obligation amortization amounted to
$0.2 million for each of the years ended December 31, 2000 and 1999.

The postretirement obligation included in other liabilities reflects the
amortized balance less reductions due to payouts under the Plans. The
balance as of December 31, 2000 and 1999 is $1.1 million and $1.0 million,
respectively.

7. DIVIDEND RESTRICTIONS

Dividend payments by PL&A to its parent cannot exceed the lesser of 10% of
surplus as of the preceding year-end, as regards to policyholders, or the
statutory net gain from operations for the previous calendar year, without
prior approval from the Insurance Commissioner of the State of Arizona. No
dividends were paid during 2000 and 1999. During 2001, PL&A can pay
dividends amounting to approximately $22.3 million without prior approval
from the Insurance Commissioner of the State of Arizona.

Pacific Life & Annuity Company

NOTES TO FINANCIAL STATEMENTS-STATUTORY BASIS

8. COMMITMENTS AND CONTINGENCIES

PL&A has outstanding commitments to make investments in bonds, mortgage
loans and other invested assets as follows (In Thousands):

Year Ending December 31:
------------------------

2001 $ 9,620
2002 through 2005 25,679
2006 and thereafter 17,324
-------
Total $52,623
=======

PL&A leases office facilities under various noncancelable operating leases.
Rent expense in connection with these leases was $2.6 million and $2.4
million for the years ended December 31, 2000 and 1999, respectively.
Aggregate minimum future commitments are as follows (In Thousands):

Year Ending December 31:
------------------------

2001 $3,415
2002 3,321
2003 1,106
2004 1,102
2005 and thereafter 685
------
Total $9,629
======

PL&A is a respondent in a number of legal proceedings, some of which
involve extra-contractual damages. In the opinion of management, the
outcome of these proceedings is not likely to have a material adverse
effect on the financial position or results of operations of PL&A.

- --------------------------------------------------------------------------------

APPENDIX A - JOINT EQUAL AGE
---------------------------------------------------------
An example Joint equal age is a calculation that combines the ages
This example and insurance risks of two people insured by a policy.
assumes a male It changes many possible combinations of ages, risk
smoker who is age classes, and genders for the two people insured by the
65 and a female policy into a two life status. With joint equal age, we
nonsmoker who is assume that both people have the same age, gender (both
age 55. always male), and risk class (both smoker or both
nonsmoker).
Here's how we
calculate the joint How we use joint equal age
equal age. Using the joint equal age of the two people insured by
the policy eliminates many of the tables needed when
Step 1 age rates are used. We use the joint equal age for
calculating the following:
Subtract 0 from the
male age of 65. For . certain policy charges. We use joint equal age to
the female, determine the rates per $1000 of initial face amount
subtract 5 from age for the sales surrender target, underwriting
55. surrender charge.

. the death benefit under Option D.
Adjusted ages after
Step 1: How we calculate joint equal age
.Male 65 Here are the five steps we use to calculate joint equal
.Female 50 age. We start with the actual ages of the two people
insured by the policy on the policy date.
Step 2
Step 1 Adjust ages for gender
Subtract 50 from
65. The difference We subtract years from the adjusted age we calculated
is 15. The add-on in Step 1, based on gender. The table below shows how
factor for 15 is 6 we make the adjustment.
in the table.
---------------------------------------------------------
Step 3 Gender Subtract from adjusted age (years)
---------------------------------------------------------
Add 6, the add-on Female 5
factor to 50, the Male 0
younger adjusted Unisex 1
age. ---------------------------------------------------------

The joint equal age Step 2 Determine the add-on factor
is 56.
We subtract the younger adjusted age from the older
adjusted age. We find the difference between the two in
the table below and go across the row to determine the
add-on factor.

---------------------- ----------------------
Difference in Add-on Difference in Add-on
adjusted age factor adjusted age factor
(years) (years) (years) (years)
---------------------- ----------------------
0 0 40-44 12
1-2 1 45-47 13
3-4 2 48-50 14
5-6 3 51-53 15
7-9 4 54-56 16
10-12 5 57-60 17
13-15 6 61-64 18
16-18 7 65-69 19
19-23 8 70-75 20
24-28 9 76-82 21
29-34 10 83-91 22
35-39 11 92-100 23
---------------------- ----------------------

Step 3 Calculate joint equal age

We add the add-on factor to the younger adjusted age
(from Step 1).

The sum is the joint equal age.

APPENDIX B--RATES PER $1,000 OF INITIAL FACE AMOUNT

- ---------------------------------------------- ----------------------------------------------
Face amount Face amount
Joint Sales Underwriting component Joint Sales Underwriting component of
equal surrender surrender of M & E equal surrender surrender M & E
age target/1/ charge risk charge/2/ age target/1/ charge risk charge/2/
- ---------------------------------------------- ----------------------------------------------

15 3.98 2.0 0.098 51 13.20 5.3 0.159
16 4.05 2.1 0.098 52 13.98 5.4 0.163
17 4.13 2.1 0.099 53 14.82 5.5 0.167
18 4.30 2.2 0.100 54 16.00 5.8 0.172
19 4.27 2.3 0.100 55 17.07 6.1 0.176
20 4.34 2.3 0.101 56 18.42 6.4 0.182
21 4.52 2.4 0.102 57 19.77 6.7 0.187
22 4.60 2.4 0.103 58 21.33 7.0 0.193
23 4.68 2.5 0.104 59 22.92 7.3 0.200
24 4.76 2.6 0.105 60 24.60 7.6 0.207
25 4.84 2.7 0.106 61 26.29 7.9 0.214
26 4.93 2.8 0.107 62 28.18 8.2 0.222
27 5.02 2.9 0.108 63 30.17 8.5 0.231
28 5.11 3.0 0.109 64 32.83 8.9 0.240
29 5.18 3.1 0.110 65 35.66 9.3 0.250
30 5.26 3.2 0.111 66 38.42 9.7 0.261
31 5.34 3.3 0.112 67 41.48 10.1 0.273
32 5.42 3.4 0.114 68 44.75 10.5 0.286
33 5.51 3.5 0.115 69 48.08 10.9 0.300
34 5.84 3.6 0.117 70 50.94 11.3 0.316
35 5.98 3.7 0.118 71 54.60 11.7 0.332
36 6.33 3.8 0.120 72 56.78 12.1 0.350
37 6.60 3.9 0.122 73 60.34 12.5 0.370
38 6.78 4.0 0.123 74 65.37 12.9 0.391
39 7.17 4.1 0.125 75 68.95 13.3 0.414
40 7.58 4.2 0.127 76 70.86 13.7 0.440
41 8.02 4.3 0.129 77 72.68 14.1 0.467
42 8.58 4.4 0.132 78 74.86 14.5 0.498
43 9.08 4.5 0.134 79 77.34 14.9 0.531
44 9.52 4.6 0.137 80 79.33 15.3 0.567
45 9.77 4.7 0.139 81 76.61 15.7 0.553
46 10.14 4.8 0.142 82 78.74 16.1 0.584
47 10.62 4.9 0.145 83 77.90 16.5 0.599
48 11.02 5.0 0.148 84 80.62 16.9 0.614
49 11.57 5.1 0.151 85 82.10 17.3 0.640
50 12.36 5.2 0.155
- ---------------------------------------------- --------------------------------------------

/1/ Maximum sales surrender target for the joint equal age. The sales surrender
target charged may be less and will depend upon the individual ages and the
sex of the insureds.

/2/ Maximum face amount component of the M&E risk charge for the joint equal
age. The face amount component of the M&E risk charge may be less and will
depend upon the individual ages and the sex of the insureds.

APPENDIX C - DEATH BENEFIT PERCENTAGES

- ---------------- --------------- --------------- -----------------------------
Age Percentage Age Percentage Age Percentage Age Percentage
- ---------------- --------------- --------------- -----------------------------

0-40 250 50 185 60 130 70 115
41 243 51 178 61 128 71 113
42 236 52 171 62 126 72 111
43 229 53 164 63 124 73 109
44 222 54 157 64 122 74 107
45 215 55 150 65 120 75-90 105
46 209 56 146 66 119 91 104
47 203 57 142 67 118 92 103
48 197 58 138 68 117 93 102
49 191 59 134 69 116 (greater than) 93 101
- ---------------- -------------- --------------- -----------------------------

APPENDIX D - DEATH BENEFIT FACTOR TABLE

- ------------------------------------------------------------------------------------------------
Rate per $1.00 of Face Amount
- ------------------------------------------------------------------------------------------------
Joint
equal
age Policy years*
- ------------------------------------------------------------------------------------------------
5 10 15 20 25 30 35 40 45 50 55 60 65 70 75+
- ------------------------------------------------------------------------------------------------

15 1.000 1.000 1.000 1.001 1.002 1.005 1.010 1.022 1.048 1.102 1.210 1.415 1.702 1.957 2.000
20 1.000 1.000 1.001 1.002 1.004 1.009 1.021 1.046 1.100 1.207 1.411 1.700 1.957 2.000 2.000
25 1.000 1.000 1.001 1.003 1.008 1.019 1.044 1.097 1.204 1.408 1.697 1.956 2.000 2.000 2.000
30 1.000 1.001 1.003 1.007 1.018 1.042 1.094 1.200 1.404 1.694 1.955 2.000 2.000 2.000 2.000
35 1.000 1.002 1.006 1.016 1.039 1.091 1.197 1.400 1.692 1.954 2.000 2.000 2.000 2.000 2.000
40 1.001 1.005 1.014 1.036 1.087 1.192 1.395 1.688 1.953 2.000 2.000 2.000 2.000 2.000 2.000
45 1.002 1.011 1.032 1.081 1.185 1.388 1.682 1.952 2.000 2.000 2.000 2.000 2.000 2.000 2.000
50 1.006 1.025 1.072 1.174 1.376 1.674 1.949 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
55 1.015 1.058 1.157 1.358 1.660 1.945 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
60 1.035 1.128 1.327 1.636 1.936 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
65 1.079 1.274 1.595 1.920 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
70 1.175 1.519 1.891 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
75 1.357 1.822 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
80 1.620 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
85 1.894 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
90 1.969 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
95 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
99 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000 2.000
- ------------------------------------------------------------------------------------------------

* Factors are portrayed for both joint equal ages and policy anniversaries, at
five year intervals. See your policy for one year increments in death benefit
factors.

PACIFIC SELECT ESTATE
PRESERVER - NY WHERE TO GO FOR MORE INFORMATION

The Pacific Select For more information about Pacific Select Estate
Estate Preserver - Preserver - NY, please call or write to us at the
NY variable life address below. You should also use this address to send
insurance policy is us any notices, forms or requests about your policy.
underwritten by
Pacific Life &
Annuity Company.

---------------------------------------------------------
How to contact us Pacific Life & Annuity Company
Client Services Department
700 Newport Center Drive
P.O. Box 6530
Newport Beach, California 92658-7500

1-888-595-6997
7 a.m. through 5 p.m. Pacific time

---------------------------------------------------------
How to contact the You can also find reports and other information about
SEC the policy and separate account from the SEC. The SEC
may charge you a fee for this information.

Public Reference Section of the SEC
Washington, D.C. 20549-6009
1-800-SEC-0330
Internet: www.sec.gov

PACIFIC SELECT EXEC SEPARATE ACCOUNT

PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

Contents of Registration Statement

This Registration Statement on Form S-6 comprises the following papers and
documents:

The facing sheet.
The cross-reference table.

The Prospectus consisting of 82 pages.

The undertaking to file reports.
Representation pursuant to Section 26(e) of the Investment Company Act of 1940.

Rule 484 undertaking.

The Signatures.
Written consent of the following person (included in the exhibits shown below):
Deloitte & Touche LLP, independent auditors
Dechert Price & Rhoads

The following exhibits:

1. (1) (a) Minutes of Action of Board of Directors of PM Group Life Insurance
Company (PL&A) dated July 1, 1998

(b) Memorandum Establishing Separate Account

(2) Inapplicable

(3) (a) Form of Distribution Agreement Between PL&A and Pacific Select
Distributors, Inc.

(b) Form of Selling Agreement Between Pacific Select Distributors, Inc.
and Various Broker-Dealers

(4) Inapplicable

(5) (a) Flexible Premium Variable Life Insurance Policy (Form P0156-NY)

(b) Last Survivor Added Protection Benefit Rider (Form R01LST-NY)

(d) Policy Split Option Rider (Form R94PSO-NY)

(e) Accelerated Living Benefit Rider (Form R92ALB-NY)

(f) Estate Tax Repeal Rider (Form R01ETR-NY)

(6) (a) Bylaws of PL&A

(b) Articles of Incorporation of PM Group Life Insurance Company

(7) Inapplicable

(8) Inapplicable

(9) (a) Form of Participation Agreement between PL&A and Pacific Select
Fund

(b) Administrative Agreement Between PL&A and Pacific Life Insurance
Company (Pacific Life)

(10) Application for Flexible Premium Variable Life Insurance Policy &
General Questionnaire

2. Form of Opinion and consent of legal officer of PL&A as to legality of
Policies being registered

3. Inapplicable

4. Inapplicable

5. Inapplicable

6. (a) Consent of Deloitte & Touche LLP
(b) Consent of Dechert

7. (a) Opinion of Actuary (to be filed)
(b) Form of Illustration of Policy Benefits (to be filed)

8. Memorandum Describing Issuance, Transfer and Redemption Procedures

9. Powers of Attorney

10. Inapplicable

11. Inapplicable

12. Inapplicable

13. Inapplicable

14. Inapplicable

15. Inapplicable

16. Inapplicable

17. Inapplicable

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

REPRESENTATION PURSUANT TO SECTION 26(e) OF THE INVESTMENT COMPANY ACT OF 1940

Pacific Life & Annuity Company, the sponsoring insurance company of the
Registrant, represents that the fees and charges to be deducted under the
variable Life Insurance Policy ("Policy") described in the prospectus contained
in this registration statement are, in the aggregate, reasonable in relation to
the services rendered, the expenses expected to be incurred, and the risks
assumed in connection with the Policy.

RULE 6e-3(T) REPRESENTATION

This filing is made pursuant to Rule 6e-3(T) and Rule 6c-3 under the
Investment Company Act of 1940.

RULE 484 UNDERTAKING

Pacific Life & Annuity Company's Articles of Incorporation provide in Article
IX for indemnification of directors, officers and employees of the Company.

Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Pacific Select Exec Separate Account of Pacific Life & Annuity Company,
certifies that it has caused this Registration Statement on Form S-6 to be
signed on its behalf by the undersigned thereunto duly authorized in the City of
Newport Beach, and State of California, on this 6th day of June, 2001.

PACIFIC SELECT EXEC SEPARATE ACCOUNT
(Registrant)

BY: PACIFIC LIFE & ANNUITY COMPANY
(Depositor)

BY: _____________________________________
William L. Ferris*
President and Chief Executive Officer

*BY: /s/ DAVID R. CARMICHAEL
David R. Carmichael
as attorney-in-fact

(Powers of Attorney are contained as Exhibit 9 in this Registration Statement on
Form S-6 for the Pacific Select Exec Separate Account.)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Pacific Life &
Annuity Company certifies that it has duly caused this Registration Statement to
be signed on its behalf by the undersigned thereunto duly authorized all in the
City of Newport Beach, and State of California, on this 6th day of June, 2001.

BY: PACIFIC LIFE & ANNUITY COMPANY
(Registrant)

BY: _________________________________
William L. Ferris *
President and Chief Executive Officer

*BY: /s/ DAVID R. CARMICHAEL
David R. Carmichael
as attorney-in-fact

(Powers of Attorney are contained as Exhibit 9 in this Registration Statement on
Form S-6 for the Pacific Select Exec Separate Account.)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:

Signature Title Date

____________________ Director, President and Chief ___________ , 2001
William L. Ferris* Executive Officer

____________________ Director and Chairman of the Board ___________ , 2001
Thomas C. Sutton*

____________________ Director, Senior Vice President and ___________ , 2001
David R. Carmichael* General Counsel

____________________ Director and Secretary ___________ , 2001
Audrey L. Milfs*

____________________ Director ___________ , 2001
Glenn S. Schafer*

____________________ Chief Financial Officer and ___________ , 2001
Khanh T. Tran* Treasurer

____________________ Executive Vice President ___________ , 2001
Lynn C. Miller*

____________________ Senior Vice President ___________ , 2001
William J. Doomey*

____________________ Vice President ___________ , 2001
Gary L. Falde*

*By: /s/ DAVID R. CARMICHAEL June 6, 2001
------------------------------
David R. Carmichael
as attorney-in-fact

(Powers of Attorney are contained as Exhibit 9 in this Registration Statement on
Form S-6 of Pacific Select Exec Separate Account.)