EXHIBIT 1.(5)(A)

[LOGO OF PACIFIC LIFE APPEARS HERE]

PACIFIC LIFE
& ANNUITY COMPANY

Mailing Address: 700 Newport Center Drive . Newport Beach, CA 92660

================================================================================

JOINT AND READ YOUR POLICY CAREFULLY. This is a legal contract
LAST SURVIVOR between you, the Owner, and us, Pacific Life & Annuity
FLEXIBLE Company, a stock insurance company. We agree to pay the
PREMIUM benefits of this policy according to its provisions. The
VARIABLE LIFE consideration for this policy is the application for it,
INSURANCE a copy of which is attached, and payment of the
premiums.

. Death Benefit Premiums are flexible, subject to minimums required to
Payable When keep the policy in force. Variable Account Values may
Both Insureds increase or decrease depending upon Variable Account
Have Died While investment experience. There is no guaranteed Variable
the Policy is Account Value. Policy loan value is less than one
in Force hundred percent (100%) of the policy's cash surrender
value.
. Net Cash Surrender
Value Payable upon The method for determining the death benefit is
Surrender While the described in the Death Benefit section of this policy.
Policy is in Force The amount of the death benefit may be fixed or variable
according to the Death Benefit Option selected and may
. Adjustable Face increase or decrease. The duration this policy remains
Amount in force may vary, depending on the premiums paid and
the investment experience of the Variable Accounts.
. Benefits May Vary
Based on Investment Free Look Right - You may return this policy within 10
Experience days after you receive it. To do so, deliver or mail it
to us or to our agent. This policy will then be deemed
. Non-Participating void from the beginning and we will refund the premiums
paid.
P0156-NY
Signed for Pacific Life & Annuity Company,

/s/ DAVID W. GARTLEY /s/ AUDREY L. MILFS
--------------------- -------------------
President and Chief Secretary
Executive Officer

POLICY NUMBER: 1234567-0 INSURED #1: LELAND STANFORD
POLICY DATE: JAN. 1, 2001 RISK CLASSIFICATION: MALE/NONSMOKER
INITIAL FACE AMOUNT: $150,000 AGE ON POLICY DATE: 35
INSURED #2: MARY STANFORD
RISK CLASSIFICATION: FEMALE/NONSMOKER
AGE ON POLICY DATE: 35

NOTE: IT IS POSSIBLE THAT THE POLICY MAY NOT CONTINUE IN FORCE (THAT IS, IT MAY
LAPSE BEFORE THE DEATH OF THE SURVIVOR) EVEN IF PLANNED PREMIUMS ARE PAID DUE TO
CHANGE IN THE CURRENT INTEREST RATE BEING CREDITED ON THE FIXED OPTIONS, THE
INVESTMENT PERFORMANCE OF THE FUNDS IN THE SEPARATE ACCOUNT, CHANGES IN EXPENSE
LOADS OR COST OF INSURANCE RATES, LOANS AND WITHDRAWALS OR CHANGES IN THE DEATH
BENEFIT OPTION.

P0156-NY (P)

GUIDE TO POLICY PROVISIONS

SECTION PAGE

POLICY SPECIFICATIONS.................................................... 3

DEFINITIONS.............................................................. 5

OWNER AND BENEFICIARY.................................................... 6

PREMIUMS................................................................. 6

DEATH BENEFIT............................................................ 7

ACCUMULATED VALUE........................................................ 9

TRANSFERS................................................................ 13

SURRENDER AND WITHDRAWAL OF VALUES....................................... 14

TIMING OF PAYMENTS AND TRANSFERS......................................... 16

INCOME BENEFITS.......................................................... 16

POLICY LOANS............................................................. 17

SEPARATE ACCOUNT PROVISIONS.............................................. 17

GENERAL PROVISIONS....................................................... 18

INDEX.................................................................... 22

POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

BASIC POLICY: FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PREMIUMS: PLANNED [ANNUAL] PREMIUM = $ 1,354.97
GUIDELINE SINGLE PREMIUM = $ 15,569.00
GUIDELINE LEVEL PREMIUM = $ 1,354.97

DEATH BENEFIT OPTION: A

ACCOUNT ALLOCATIONS AVAILABLE: SEE NEXT PAGE

INTEREST ON THE FIXED OPTIONS AND ON THE LOAN ACCOUNT IS GUARANTEED TO BE NOT
LESS THAN 3.00% ANNUALLY FOR THE FIRST 10 POLICY YEARS, 3.30% FOR YEARS 11-
20, AND 3.85% THEREAFTER. ANY EXCESS INTEREST RATE DECLARED BY US AT THE
BEGINNING OF EACH POLICY YEAR WILL BE GUARANTEED UNTIL THE END OF THAT YEAR.
BEFORE SUCH DECLARATION, EXCESS AMOUNTS ARE NOT GUARANTEED. THERE IS NO
EXCESS INTEREST PAID ON THE LOAN ACCOUNT. SUBJECT TO POLICY GUARANTEES, WE
HAVE THE RIGHT TO CHANGE THE INTEREST CREDITED TO THE FIXED OPTIONS AND THE
COST OF INSURANCE AND OTHER CHARGES DEDUCTED, WHICH MAY REQUIRE MORE PREMIUM
TO BE PAID THAN WAS ILLUSTRATED OR THE ACCUMULATED VALUE TO BE LESS THAN WAS
ILLUSTRATED.

PREMIUM LOAD: FOR EACH PREMIUM PAID THERE IS A PREMIUM LOAD THAT CONSISTS OF
A SALES LOAD OF 0% DURING POLICY YEARS 1-10 AND 3% THEREAFTER, PLUS A CHARGE
OF 2.35% FOR CERTAIN STATE AND LOCAL TAXES AND A CHARGE OF 1.50% FOR CERTAIN
FEDERAL TAXES.

ADMINISTRATIVE CHARGE: $7.50 PER MONTH UNTIL THE YOUNGER INSURED'S AGE 100;
$0 THEREAFTER.
WITHDRAWAL FEE: $25

UNDERWRITING SURRENDER CHARGE: $350.00 REMAINS LEVEL FOR THE FIRST POLICY
YEAR; AND THEN DECREASES BY $3.24 PER MONTH TO ZERO AT THE END OF THE 12OTH
MONTH.

SALES SURRENDER TARGET: $388.00 REMAINS LEVEL FOR THE FIRST POLICY YEAR; AND
THEN DECREASES BY $3.59 PER MONTH TO ZERO AT THE END OF THE 120TH MONTH.

M&E RISK FACE AMOUNT CHARGE: $5.55 PER MONTH FOR POLICY YEARS 1 TO 10; $0
THEREAFTER. REFER TO M&E RISK CHARGE PROVISION FOR DETAILS.

MORTALITY AND EXPENSE RISK CHARGE RATE: A MONTHLY CHARGE WHICH IS A
PERCENTAGE OF THE UNLOANED ACCUMULATED VALUE. THE PERCENTAGE IS 0.075% FOR
POLICY YEARS 1-10, 0.025% FOR POLICY YEARS 11-20, AND 0.0042% THEREAFTER.

P0156-NY Page 3.0

POLCIY NUMBER: VP999999990

ACCOUNT ALLOCATIONS AVAILABLE:

[BLUE CHIP] [TECHNOLOGY] [GLOBAL GROWTH]
[AGGRESSIVE GROWTH] [TELECOMMUNICATIONS] [EQUITY INDEX]
[AGGRESSIVE EQUITY] [MULTI-STRATEGY] [SMALL-CAP INDEX]
[EMERGING MARKETS] [EQUITY INCOME] [REIT]
[DIVERSIFIED RESEARCH] [STRATEGIC VALUE] [INFLATION MANAGED]
[SMALL CAP EQUITY] [GROWTH LT] [MANAGED BOND]
[INTERNATIONAL LARGE-CAP] [FOCUSED 30] [MONEY MARKET]
[EQUITY] [MID-CAP VALUE] [HIGH YIELD BOND]
[I-NET TOLLKEEPER] [INTERNATIONAL VALUE] [LARGE-CAP VALUE]
[FINANCIAL SERVICES] [CAPITAL OPPORTUNITIES] FIXED
[HEALTH SCIENCES] [MID-CAP GROWTH] FIXED LT

P0156-NY Page 3.01

POLICY NUMBER: VP99999990

POLICY SPECIFICATIONS

SUMMARY OF COVERAGES EFFECTIVE ON THE POLICY DATE

P0156-NY: BASIC COVERAGE

FACE AMOUNT: $100,000
AGE AT ISSUE: 35
RISK CLASSIFICATION: MALE SELECT NONSMOKER

PERSON COVERED: LELAND STANFORD

________________________________________________________________________________

R01LST-NY: LAST SURVIVOR ADDED PROTECTION BENEFIT RIDER

INITIAL FACE AMOUNT: $50,000 (VARYING)
INSURED #1: LELAND STANFORD
RISK CLASSIFICATION: MALE/NONSMOKER
INSURED #2: MARY STANFORD
RISK CLASSIFICATION: FEMALE/NONSMOKER

________________________________________________________________________________

R01IRT-NY: INDIVIDUAL ANNUAL RENEWABLE AND CONVERTIBLE TERM RIDER

INITIAL FACE AMOUNT: $50,000 (VARYING)
AGE AT ISSUE: 35
RISK CLASSIFICATION: MALE SELECT NONSMOKER
PERSON COVERED: LELAND STANFORD

________________________________________________________________________________

P0156-NY Page 3.1

POLICY NUMBER: VP99999990

POLICY SPECIFICATIONS

SUMMARY OF COVERAGES EFFECTIVE ON THE POLICY DATE

LAST SURVIVOR ADDED PROTECTION BENEFIT RIDER
VARYING SCHEDULE

INSURED #1: LELAND STANFORD
RISK CLASSIFICATION: MALE/NONSMOKER

INSURED #2: MARY STANFORD
RISK CLASSIFICATION: FEMALE/NONSMOKER

POLICY FACE POLICY FACE POLICY FACE
YEAR AMOUNT YEAR AMOUNT YEAR AMOUNT
- --------------------------------------------------------------------------------

1 $ 50,000 36 $100,000
2 50,000 37 100,000
3 50,000 38 100,000
4 50,000 39 100,000
5 50,000 40 100,000
6 100,000 41 100,000
7 100,000 42 100,000
8 100,000 43 100,000
9 100,000 44 100,000
10 100,000 45 100,000
11 100,000
12 100,000
13 100,000
14 100,000
15 100,000
16 100,000
17 100,000
18 100,000
19 100,000
20 100,000
21 100,000
22 100,000
23 100,000
24 100,000
25 100,000
26 100,000
27 100,000
28 100,000
29 100,000
30 100,000
31 100,000
32 100,000
33 100,000
34 100,000
35 100,000

P0156-NY Page 3.2

POLICY NUMBER: VP99999990

POLICY SPECIFICATIONS

SUMMARY OF COVERAGES EFFECTIVE ON THE POLICY DATE

INDIVIDUAL ANNUAL RENEWABLE AND CONVERTIBLE TERM RIDER
VARYING SCHEDULE

AGE AT ISSUE: 35
RISK CLASSIFICATION: MALE SELECT NONSMOKER

PERSON COVERED: LELAND STANFORD

ATTAINED FACE ATTAINED FACE ATTAINED FACE
AGE AMOUNT AGE AMOUNT AGE AMOUNT
- --------------------------------------------------------------------------------

35 $ 50,000 70 $100,000
36 50,000 71 100,000
37 50,000 72 100,000
38 50,000 73 100,000
39 50,000 74 100,000
40 100,000 75 100,000
41 100,000 76 100,000
42 100,000 77 100,000
43 100,000 78 100,000
44 100,000 79 100,000
45 100,000 80 100,000
46 100,000
47 100,000
48 100,000
49 100,000
50 100,000
51 100,000
52 100,000
53 100,000
54 100,000
55 100,000
56 100,000
57 100,000
58 100,000
59 100,000
60 100,000
61 100,000
62 100,000
63 100,000
64 100,000
65 100,000
66 100,000
67 100,000
68 100,000
69 100,000

P0156-NY Page 3.3

POLICY NUMBER: VP99999990

POLICY SPECIFICATIONS

TABLE OF SURRENDER CHARGES

POLICY SURRENDER POLICY SURRENDER POLICY SURRENDER
MONTH CHARGE MONTH CHARGE MONTH CHARGE
- --------------------------------------------------------------------------------

1 $621.60 41 $454.85 81 $224.85
2 621.60 42 449.10 82 219.10
3 621.60 43 443.35 83 213.35
4 621.60 44 437.60 84 207.60
5 621.60 45 431.85 85 201.85
6 621.60 46 426.10 86 196.10
7 621.60 47 420.35 87 190.35
8 621.60 48 414.60 88 184.60
9 621.60 49 408.85 89 178.85
10 621.60 50 403.10 90 173.10
11 621.60 51 397.35 91 167.35
12 621.60 52 391.60 92 161.60
13 615.85 53 385.85 93 155.85
14 610.10 54 380.10 94 150.10
15 604.35 55 374.35 95 144.35
16 598.60 56 368.60 96 138.60
17 592.85 57 362.85 97 132.85
18 587.10 58 357.10 98 127.10
19 581.35 59 351.35 99 121.35
20 575.60 60 345.60 100 115.60
21 569.85 61 339.85 101 109.85
22 564.10 62 334.10 102 104.10
23 558.35 63 328.35 103 98.35
24 552.60 64 322.60 104 92.60
25 546.85 65 316.85 105 86.85
26 541.10 66 311.10 106 81.10
27 535.35 67 305.35 107 75.35
28 529.60 68 299.60 108 69.60
29 523.85 69 293.85 109 63.85
30 518.10 70 288.10 110 58.10
31 512.35 71 282.35 111 52.35
32 506.60 72 276.60 112 46.60
33 500.85 73 270.85 113 40.85
34 495.10 74 265.10 114 35.10
35 489.35 75 259.35 115 29.35
36 483.60 76 253.60 116 23.60
37 477.85 77 247.85 117 17.85
38 472.10 78 242.10 118 12.10
39 466.35 79 236.35 119 6.35
40 460.60 80 230.60 120+ 0.00

P0156-NY Page 3.4

POLICY NUMBER: VP99999990

POLICY SPECIFICATIONS

TABLE OF COST OF INSURANCE RATES

GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES PER $1.00 APPLICABLE TO BASE
POLICY COVERING BOTH LIVES.

POLICY MONTHLY POLICY MONTHLY
YEAR RATE YEAR RATE
- -----------------------------------------------------------------

1 0.00000034 40 0.00272574
2 0.00000110 41 0.00316382
3 0.00000202 42 0.00365153
4 0.00000314 43 0.00418390
5 0.00000453 44 0.00475803
6 0.00000621 45 0.00538454
7 0.00000830 46 0.00608321
8 0.00001077 47 0.00687252
9 0.00001380 48 0.00777866
10 0.00001728 49 0.00881636
11 0.00002155 50 0.00997178
12 0.00002652 51 0.01123552
13 0.00003232 52 0.01258046
14 0.00003898 53 0.01400628
15 0.00004700 54 0.01550169
16 0.00005634 55 0.01707599
17 0.00006758 56 0.01874260
18 0.00008094 57 0.02053380
19 0.00009711 58 0.02252334
20 0.00011647 59 0.02479447
21 0.00013904 60 0.02772013
22 0.00016552 61 0.03193731
23 0.00019554 62 0.03896514
24 0.00022989 63 0.05252282
25 0.00026937 64 0.08333333
26 0.00031563 65 0.08333333
27 0.00036979 66+ 0.00000000
28 0.00043440
29 0.00051177
30 0.00060312
31 0.00070920
32 0.00082980
33 0.00096668
34 0.00111942
35 0.00129324
36 0.00149371
37 0.00172931
38 0.00200861
39 0.00233989

P0156-NY Page 4.0

POLICY NUMBER: VP99999990

POLICY SPECIFICATIONS

TABLE OF COST OF INSURANCE RATES

GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES PER $1.00 APPLICABLE TO LAST
SURVIVOR ADDED PROTECTION BENEFIT COVERING BOTH LIVES.

POLICY MONTHLY POLICY MONTHLY
YEAR RATE YEAR RATE
- ----------------------------------------------------------------

1 0.00000034 26 0.00031563
2 0.00000110 27 0.00036979
3 0.00000202 28 0.00043440
4 0.00000314 29 0.00051177
5 0.00000453 30 0.00060312
6 0.00000621 31 0.00070920
7 0.00000830 32 0.00082980
8 0.00001077 33 0.00096668
9 0.00001380 34 0.00111942
10 0.00001728 35 0.00129324
11 0.00002155 36 0.00149371
12 0.00002652 37 0.00172931
13 0.00003232 38 0.00200861
14 0.00003898 39 0.00233989
15 0.00004700 40 0.00272574
16 0.00005634 41 0.00316382
17 0.00006758 42 0.00365153
18 0.00008094 43 0.00418390
19 0.00009711 44 0.00475803
20 0.00011647 45 0.00538454
21 0.00013904
22 0.00016552
23 0.00019554
24 0.00022989
25 0.00026937

P0156-NY Page 4.1

POLICY NUMBER VP99999990

POLICY SPECIFICATIONS

TABLE OF COST OF INSURANCE RATES

GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES PER $1.00 APPLICABLE TO
INDIVIDUAL RENEWABLE TERM INSURANCE RIDER COVERING LELAND STANFORD.

POLICY POLICY
YEAR MONTHLY RATE YEAR MONTHLY RATE
--------------------------------------------------------
1 0.00017600 26 0.00134998
2 0.00018686 27 0.00147355
3 0.00020022 28 0.00161341
4 0.00021526 29 0.00177217
5 0.00023280 30 0.00194909
6 0.00025202 31 0.00214342
7 0.00027458 32 0.00235100
8 0.00029715 33 0.00257276
9 0.00032307 34 0.00280882
10 0.00034984 35 0.00306532
11 0.00037996 36 0.00335367
12 0.00041093 37 0.00368199
13 0.00044442 38 0.00406029
14 0.00047960 39 0.00449620
15 0.00051898 40 0.00498352
16 0.00056089 41 0.00551331
17 0.00061038 42 0.00607653
18 0.00066577 43 0.00666569
19 0.00072875 44 0.00727588
20 0.00080018 45 0.00792387
21 0.00087672
22 0.00096005
23 0.00104684
24 0.00113962
25 0.00123925

P0156-NY Page 4.2

POLICY NUMBER VP99999990

POLICY SPECIFICATIONS

TABLE OF GUARANTEED MAXIMUM M&E RISK FACE AMOUNT CHARGES
LAST SURVIVOR ADDED PROTECTION BENEFIT RIDER

M&E RISK FACE AMOUNT CHARGE APPLICABLE TO THE LAST SURVIVOR ADDED PROTECTION
BENEFIT RIDER: MONTHLY CHARGE EQUAL TO THE AMOUNTS SHOWN BELOW. REFER TO THE
RIDER FOR DETAILS.

POLICY M&E RISK POLICY M&E RISK POLICY M&E RISK
YEAR CHARGE YEAR CHARGE YEAR CHARGE
- -------------------------------------------------------------------------------
1 $11.45 26 11.45
2 11.45 27 11.45
3 11.45 28 11.45
4 11.45 29 11.45
5 11.45 30 11.45
6 11.45 31 11.45
7 11.45 32 11.45
8 11.45 33 11.45
9 11.45 34 11.45
10 11.45 35 11.45
11 11.45 36 11.45
12 11.45 37 11.45
13 11.45 38 11.45
14 11.45 39 11.45
15 11.45 40 11.45
16 11.45 41 11.45
17 11.45 42 11.45
18 11.45 43 11.45
19 11.45 44 11.45
20 11.45 45 11.45
21 11.45
22 11.45
23 11.45
24 11.45
25 11.45

P0156-NY Page 4.3

POLICY NUMBER VP99999990

POLICY SPECIFICATIONS

TABLE OF MONTHLY M&E RISK ASSET CHARGE PERCENTAGES

M&E RISK ASSET CHARGE IS A PERCENTAGE OF THE VARIABLE ACCUMULATED VALUE (AV), AS
SHOWN BELOW, AND IS DEDUCTED MONTHLY. ALSO EXPLAINED IN THE M&E RISK CHARGE
PROVISION.

POLICY POLICY
YEAR % OF AV YEAR % OF AV
-----------------------------------------------------
1 0.075 36 0.0042
2 0.075 37 0.0042
3 0.075 38 0.0042
4 0.075 39 0.0042
5 0.075 40 0.0042
6 0.075 41 0.0042
7 0.075 42 0.0042
8 0.075 43 0.0042
9 0.075 44 0.0042
10 0.075 45 0.0042
11 0.050 46 0.0042
12 0.050 47 0.0042
13 0.050 48 0.0042
14 0.050 49 0.0042
15 0.050 50 0.0042
16 0.050 51 0.0042
17 0.050 52 0.0042
18 0.050 53 0.0042
19 0.050 54 0.0042
20 0.050 55 0.0042
21 0.0042 56 0.0042
22 0.0042 57 0.0042
23 0.0042 58 0.0042
24 0.0042 59 0.0042
25 0.0042 60 0.0042
26 0.0042 61 0.0042
27 0.0042 62 0.0042
28 0.0042 63 0.0042
29 0.0042 64 0.0042
30 0.0042 65 0.0042
31 0.0042 66+ 0
32 0.0042
33 0.0042
34 0.0042
35 0.0042

P0156-NY Page 4.4

DEFINITIONS

In this section, we define certain terms used throughout this policy. Other
terms may be defined in other parts of the policy. Defined terms are usually
capitalized to provide emphasis.

Age - means the Insured's Age to the nearest birthday as of the Policy Date,
increased by the number of complete policy years elapsed.

Code - is the U.S. Internal Revenue Code, and the rules and regulations issued
thereunder.

Evidence of Insurability - is information, including medical information,
satisfactory to us that is used to determine insurability and the Insured's risk
classification.

Face Amount - is used in determining the death benefit under this policy. The
Face Amount as of the Policy Date is shown in the Policy Specifications. The
Face Amount may be decreased, as provided for in the Death Benefit section.

Fixed Options - consist of the Fixed Account and the Fixed LT Account.

Free Look Transfer Date - is 10 days after the policy is issued, or if later,
the date all requirements necessary to place the policy in force are delivered
to the Home Office.

Home Office - means our office for receiving mail, located at 700 Newport Center
Drive, Newport Beach, CA 92660.

Insureds - are the two persons insured under this policy. The Insureds are
shown in the Policy Specifications.

Investment Options - consist of the Variable Accounts and the Fixed Options.

Monthly Payment Date - is the day each month on which certain policy charges are
deducted from the Accumulated Value. The first Monthly Payment Date is the
Policy Date. Later Monthly Payment Dates occur each month after the Policy Date
on the same day of the month as the Policy Date.

NAR - stands for the Net Amount at Risk. The NAR is equal to the death benefit
as of the most recent Monthly Payment Date divided by 1.002466, then reduced by
the Accumulated Value at the beginning of the policy month before the Monthly
Deduction is due. Also, the Accumulated Value section describes how the NAR is
used to calculate the Cost of Insurance charge.

Net Premium - is the premium we receive reduced by any Premium Load.

PL&A, we, our, ours, us and the Company - refers to Pacific Life & Annuity
Company.

Policy Date - is shown on page 3. Policy months, quarters, years and
anniversaries are measured from this date.

Policy Debt - is the sum of outstanding policy loans plus accrued Loan Interest.

Separate Account - is the Pacific Select Exec Separate Account, which is a
separate account of ours that consists of subaccounts, also called Variable
Accounts. Each Variable Account may invest its assets in a separate class of
shares of a designated investment company or companies.

Survivor - is the Insured remaining alive after the first death of the two
Insureds that occurs while this policy is in force.

Valuation Date - is each day required by applicable law and currently includes
each day the New York Stock Exchange is open for trading and our Home Office is
open.

P0156-NY Page 5 (P)

Valuation Period - is the period of time between successive Valuation Dates.

Variable Account - is a subaccount of a separate account of ours in which assets
are segregated from assets in our general account and from assets in other
subaccounts. Premiums and Accumulated Value (AV) under this policy may be
allocated to a Variable Account for variable accumulation.

Written Request - is a request in writing, signed by you, and received by us at
our Home Office.

You, your or Owner - refers to the Owner of this policy.

OWNER AND BENEFICIARY

Owner - The Owner of this policy is as shown in the Policy Specifications or in
a later Written Request. If you change the owner, the change is effective on
the date the Written Request is signed, subject to our receipt of it. If there
are two or more Owners, they will own this contract as joint tenants with right
of survivorship.

Assignment - You may assign this policy by Written Request. An assignment will
take place only when recorded at our Home Office. When received, the assignment
will take effect as of the date the Written Request was signed. Any rights
created by the assignment will be subject to any payments made or actions taken
by us before the change is recorded. We will not be responsible for the
validity of any assignment.

Beneficiary - The beneficiary is named by you in the application to receive the
death benefit proceeds. The beneficiary may be one or more persons. If the
beneficiary is more than one person, they will share the death benefit proceeds
equally or as otherwise specified by you in a Written Request. The interest of
any beneficiary will be subject to any assignment. If you have named a
contingent beneficiary, that person becomes the beneficiary if the beneficiary
dies before the Survivor. A beneficiary may not, at or after the Survivor's
death, assign, transfer or encumber any benefit payable. To the extent allowed
by law, policy benefits will not be subject to the claims of any creditor of any
beneficiary.

You may make a change of beneficiary by Written Request on a form provided by us
while at least one Insured is living. The change will take place as of the date
the request is signed, subject to our receipt of the request. Any rights
created by the change will be subject to any payments made or actions taken by
us before the Written Request is received. You may designate a permanent
beneficiary whose rights under the policy cannot be changed without his or her
written consent.

The interest of a beneficiary who does not survive to receive payment will pass
to the surviving beneficiaries in proportion to their share in the proceeds,
unless otherwise provided. If no beneficiaries survive to receive payment, the
death proceeds will pass to the Owner, or the Owner's estate if the Owner does
not survive to receive payment.

PREMIUMS

Premiums - This policy will not be in force until the initial premium is paid.
The initial premium is payable either at our Home Office or to our agent.
Additional premiums, if any, are payable in advance at our Home Office. At your
request, a premium receipt signed by one of our officers will be given to you.
No premium may be less than $50. Premiums may be paid at any time, subject to
the premium limitations below. The Planned Premium is the amount identified in
the application, or later changed by Written Request, which you plan to pay.
Payment of the Planned Premium does not guarantee that the policy will continue
in force. The amount of Planned Premium at policy issue is shown on Page 3.0.

Premium Allocation Before the Free Look Transfer Date - Any Net Premium received
before the Free Look Transfer Date will be allocated to the Money Market
Variable Account on the issue date or, if later,

P0156-NY Page 6 (P)

the date the premium is received and accepted by us. On the Free Look Transfer
Date, the Accumulated Value in the Money Market Variable Account will be
allocated to the Investment Options according to the premium allocation
specified in the application or your most recent instructions received by us, if
any.

Premium Allocation On or After the Free Look Transfer Date - Any Net Premium
received by us on or after the Free Look Transfer Date will be allocated to the
Investment Options according to the premium allocation specified in the
application or your most recent instructions received by us, if any.

Upon Written Request, you may change the premium allocation. Subsequently, Net
Premiums will be allocated to the Investment Options according to your most
recent instructions.

Premium Limitation - We reserve the right to require Evidence of Insurability,
satisfactory to us, for any premium payment that would result in an immediate
increase in the difference between the death benefit and the Accumulated Value.

Guideline Premium Limitation - For this policy to be treated as life insurance
under the Code, the sum of premiums paid less a portion of any withdrawals, as
defined in the Code, may not exceed the greater of:

. The Guideline Single Premium; or
. The sum of the Guideline Level Premiums to date.

The amounts of the Guideline Premiums are shown on the Policy Specification
pages. The Guideline Premiums may change whenever there is a change to the
policy or riders. In such case, the new Guideline Premium will be shown in the
supplemental schedule of benefits and premiums we will send to you at the time
of the change. See the Tax Qualification as Life Insurance subsection of the
General Provisions section for details. Also, see the Tax Qualification as Life
Insurance and MEC Status subsections of the General Provisions section to see
how premium payments can affect the federal tax treatment of your policy.

DEATH BENEFIT

Death Benefit - This policy provides a death benefit on the death of the
Survivor as long as the policy continues in force. The death benefit, Death
Benefit Option and the Guideline Premium Test are described in this section.
Before the younger Insured reaches Age 100 (or would have attained Age 100 had
the younger Insured survived), the death benefit is calculated as the larger of:

. The Minimum Death Benefit calculated under the Guideline Premium Test; or
. The death benefit as calculated under the Death Benefit Option in effect.

Beginning on the younger Insured's Age 100 (or would have attained Age 100 had
the younger Insured survived), the death benefit is equal to the Accumulated
Value.

Guideline Premium Test - The Minimum Death Benefit at any time is the
Accumulated Value multiplied by the death benefit percentage shown in the
following table, based on the Age of the younger Insured:

Death Benefit Death Benefit Death Benefit Death Benefit
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 Over 93 101

P0156-NY Page 7 (P)

Death Benefit Options - You have elected the Death Benefit Option in the
application. The Death Benefit Option for this policy appears in the Policy
Specifications. The Death Benefit Options are explained below.

. Option A - The death benefit equals the Face Amount.
. Option B - The death benefit equals the Face Amount plus the Accumulated Value
at death.
. Option C - The death benefit is the Face Amount plus the sum of the premiums
paid minus the sum of any withdrawals taken and any other distribution of the
Accumulated Value to the date of death. If the sum of the withdrawals is
greater than the sum of the premiums paid, then the death benefit will be less
than the Face Amount.
. Option D - The death benefit equals the Face Amount times the death benefit
factor for the current policy year. If you have elected Option D, the death
benefit factors are shown on the Policy Specifications pages.

The Death Benefit Option may be changed to Option A or B upon Written Request a
maximum of once per year. Changes to Option C or D are not permitted. After any
such change, the Face Amount will be that which results in the death benefit
after the change being equal to the death benefit before the change. For this
purpose, death benefit is the amount calculated under the Death Benefit Options,
disregarding the Minimum Death Benefit. The change will be effective on the
Monthly Payment Date on or next following the day we receive your Written
Request at our Home Office.

Death Benefit Proceeds - The death benefit proceeds are the actual amount
payable if the Survivor dies while this policy is in force. The death benefit
proceeds are equal to the death benefit, as of the date of the Survivor's death,
less any Policy Debt and less any due and unpaid monthly deductions occurring
during a grace period.

We will pay the death benefit proceeds to the beneficiary after we receive, at
our Home Office, due proof of the Insureds deaths (certified copies of the death
certificates or, if unavailable, other legal documentation which we accept) and
information sufficient to identify the beneficiary. The death benefit proceeds
paid are subject to the conditions and adjustments defined in other policy
provisions, such as General Provisions, Withdrawals and Policy Loans. We will
pay interest on death benefit proceeds as described in the Timing of Payments
and Transfers section.

Face Amount Decrease - The Face Amount may not be increased. However, subject
to our approval, you may decrease the Face Amount a maximum of one time in any
policy year after the first policy year. The effective date of the decreased
Face Amount will be the first Monthly Payment Date on or following the date we
receive the Written Request. We recommend you consult your tax advisor before
requesting a decrease in policy Face Amount.

A supplemental schedule of benefits and premiums will be issued. This schedule
will include the following information:

. the effective date of the decreased Face Amount;
. the amount of the decrease and the decreased Face Amount; and
. the new Guideline Premiums.

The request for a decrease in the face amount will be subject to the Guideline
Premiums Limitation as defined in the Internal Revenue Code. This may result in
a refund of premiums and/or the distribution of Accumulated Value in order to
maintain compliance with such limitations. Such request will not be allowed if
the resulting Guideline Premiums could cause an amount in excess of the Net Cash
Surrender Value to be distributed from the policy. The Face Amount of this
policy may not be decreased to less than our minimum issue limit in effect on
the date of the request.

Paid-Up Insurance - On each policy anniversary you have the option to use the
Net Cash Surrender Value to purchase guaranteed fixed paid-up insurance on the
life of the Survivor of the Insureds. At the time of conversion, the Net Cash
Surrender Value will be transferred to our general account. The entire 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

P0156-NY Page 8 (P)

and Risk Classifications of the Insureds (or if only the Survivor is alive at
the time of the conversion, then on the Age and Risk Classification of the
Survivor). If the amount of paid-up insurance so determined would exceed the
death benefit of the policy immediately prior to purchase of the paid-up
insurance, we will apply only a portion of the Net Cash Surrender Value to
purchase paid-up insurance, and the remainder will be paid to you. In this case,
we will determine the amount of paid-up insurance so that the paid-up insurance
plus the Net Cash Surrender Value paid to you will equal the policy's death
benefit immediately prior to the purchase of the paid-up insurance. This policy
and any riders attached to it will terminate at the time of conversion. Such
paid-up insurance may be surrendered at any time, with the cash surrender value
being determined on the same basis.

Change in Benefits - Under the Guideline Premium Test, any change in policy or
rider benefits will require an adjustment to the guideline premium limitation.
See the Tax Qualification as Life Insurance subsection of the General Provisions
section for details.

ACCUMULATED VALUE

Accumulated Value (AV) - is the sum of the Fixed Accumulated Value plus the
Variable Accumulated Value plus the Loan Account and any interest credited to
it.

Fixed Accumulated Value - The Fixed Accumulated Value is the sum of the
Accumulated Value in each Fixed Option as of the last Valuation Period.

This subsection describes how we calculate the Accumulated Value in each Fixed
Option. We credit interest on a daily basis using a 365-day year and at a rate
not less than an annual effective rate of 3% in the first 10 policy years, 3.60%
in policy years 11-20, and 3.85% thereafter. At our discretion, we may credit a
higher rate of interest. The interest rate in effect at the beginning of the
policy year will be effective for the duration of that year. Once credited,
interest is nonforfeitable, except indirectly due to any applicable Surrender
Charge. The Accumulated Value for each Fixed Option on any date is the
following, including interest on each:

. the Accumulated Value for the Fixed Option on the prior Monthly Payment Date;
. plus the amount of any Net Premium received and allocated to the Fixed Option
since the last Monthly Payment Date;
. plus the amount of any transfer to the Fixed Option, including transfers from
the Loan Account, since the last Monthly Payment Date;
. minus the monthly deduction and other deductions due, if any, and assessed
against the Fixed Option; and
. minus the amount of any withdrawals, or transfers from the Fixed Option,
including transfers to the Loan Account, since the last Monthly Payment Date.

Variable Accumulated Value - The Variable Accumulated Value is the sum of your
policy's Accumulated Value in each Variable Account.

This subsection describes how we calculate your policy's Accumulated Value in
each Variable Account. Assets in each Variable Account are divided into
Accumulation Units, which are a measure of value used for bookkeeping purposes.
We credit your policy with Accumulation Units in each Variable Account as a
result of:

. the amount of any Net Premium received and allocated to the Variable Account;
and
. transfers of Accumulated Value to the Variable Account, including transfers
from the Loan Account.

We debit Accumulation Units in each Variable Account as a result of:

. transfers from the Variable Account, including transfers to the Loan Account;
. Surrenders and withdrawals from the Variable Account; and
. the monthly deduction and other deductions due, if any, and assessed against
the Variable Account.

P0156-NY Page 9 (P)

To determine the number of Accumulation Units debited or credited for a
transaction, we divide the dollar amount of the transaction by the Unit Value of
the affected Variable Account.

To determine your policy's Accumulated Value in each Variable Account, we
multiply the number of Accumulation Units in the Variable Account by the Unit
Value of the Variable Account. The number of Accumulation Units in each Variable
Account will not change because of subsequent changes in Unit Value.

At the inception of each Variable Account the Unit Value was $10. The Unit
Value of each Variable Account is adjusted on each Valuation Date. To calculate
the Unit Value of a Variable Account on any Valuation Date, we multiply the Unit
Value from the previous Valuation Date by the Net Investment Factor. The Net
Investment Factor for a Variable Account on any Valuation Date is (a) minus (b),
divided by (c), where:

(a) is the Net Asset Value of the Variable Account as of the close of the
business day, excluding the impact of any policy transactions since the
prior Valuation Date;
(b) is the value of charges assessed by us since the prior Valuation Date for
taxes attributable to the operation of the Variable Account; and
(c) is the Net Asset Value of the Variable Account as of the close of the
previous Valuation Date.

The Net Asset Value of a Variable Account on any Valuation Date is the Net Asset
Value per share for the Variable Account on the Valuation Date multiplied by the
number of shares in the Variable Account on the Valuation Date. For each
Variable Account, the Net Asset Value per share and the number of shares
outstanding are reported to us each Valuation Date by the investment company in
whose shares the Variable Account is invested.

Loan Account - The Loan Account is the amount set aside to secure Policy Debt.
The amount in the Loan Account on any date is the following, including interest
on each:

. the amount in the Loan Account on the prior anniversary;
. plus any loan taken since the prior anniversary; and
. minus any loan amount repaid since the prior anniversary.

We will credit interest to the Loan Account on a daily basis using a 365-day
year and at a rate equivalent to an annual effective rate of 3.00% in the first
10 policy years, 3.60% in policy years 11-20, and 3.85% thereafter. On each
policy anniversary, any interest earned and held in the Loan Account will be
transferred to the Investment Options in accordance with your most recent
premium allocation instructions.

Monthly Deduction - A Monthly Deduction for a policy month is due on each
Monthly Payment Date and is equal to the sum of the following items:

. the monthly Cost of Insurance Charge;
. the M&E Risk Charge;
. the Administrative Charge, if any; and
. rider charges, if any.

Unless you have made a Written Request to the contrary, the Monthly Deduction
will be charged proportionately to the Accumulated Value in each Variable
Account and each Fixed Option on the Monthly Payment Date.

Cost of Insurance Charge - Beginning on the Policy Date and monthly thereafter,
there will be a monthly Cost of Insurance Charge for the death benefit payable
under this policy equal to (1) multiplied by (2), where:

(1) is the applicable monthly Cost of Insurance Rate; and
(2) is the Net Amount at Risk.

P0156-NY Page 10 (P)

Cost of Insurance Rates - The Cost of Insurance Rates are based on a number of
factors, including the Insureds' Ages, Risk Classifications, and the policy
duration. Part of the cost is intended to recover acquisition expenses at
issue. Such expense recoveries are greater in the early policy years. The
current monthly Cost of Insurance Rates will be determined by us. These rates
will not exceed the Guaranteed Maximum Monthly Cost of Insurance Rates shown in
the Policy Specifications. Guaranteed Maximum Cost of Insurance rates are based
on the 1980 Commissioners' Standard Ordinary Mortality Table.

Change in Policy Cost Factors - Any change in policy cost factors, including
credited interest on the Fixed Options, cost of insurance rates, risk and
expense charges and loads, will be by class and based on changes in our
expectations of future investment earnings, mortality, persistency and expenses.
Class is determined by a number of factors, including the two Insureds' Ages,
Risk Classifications, Policy Date, and policy duration. Any such change will be
determined in accordance with procedures and standards on file with the
Insurance Department of the state of New York. Cost of insurance rates and other
expense factors will be reviewed no more frequently than annually and no less
frequently than once every five years to determine whether an adjustment is
necessary. Interest to be credited to the Fixed Options will be reviewed at
least annually to determine whether an adjustment is necessary.

M&E Risk Charge - The Mortality and Expense Risk Charge (M&E Risk Charge) is to
compensate us for the risk we assume that mortality, expenses and other costs of
providing your policy will be greater than estimated. Beginning on the Policy
Date and monthly thereafter, the M&E Risk Charge will be the sum of the M&E Risk
Asset Charge and the M&E Risk Face Amount Charge.

The M&E Risk Asset Charge is a percentage of the Variable Accumulated Value. In
the first 10 policy years, the charge is 0.075% (0.90% annually). During policy
years 11 through 20, the charge is 0.025% (0.30% annually). For policy years
after the 20th, the charge is .0042% (0.05% annually). The percentages are also
shown in the Policy Specifications.

The M&E Risk Face Amount Charge is the amount shown in the Policy
Specifications, and is based on the Face Amount at policy issue.

Administrative Charge - Beginning on the Policy Date and monthly thereafter,
there will be an Administrative Charge against the Accumulated Value. The
amount of this charge will equal the amount shown in the Policy Specifications.

Premium Load - A Premium Load will be charged each time that a premium is paid
to cover certain local, state and federal tax and certain sales and distribution
costs. The Premium Load will equal the premium paid multiplied by the Premium
Load rate shown in the Policy Specifications. The Premium Load associated with
each premium will be immediately deducted from the premium paid. We reserve the
right to increase the Premium Load with respect to the charge for local, state
and federal tax. We will only increase the Premium Load if the effective tax
paid by us increases and only if any such increase is first approved by the
Insurance Department of the state of New York. We will notify you of any such
change.

Other Taxes - In addition to the charges imposed under Premium Load and
elsewhere, we reserve the right to make a charge for federal, state or local
taxes that may be attributable to the Variable Accounts or to our operations
with respect to this policy if we incur any such taxes, but only if any such
charge is first approved by the Insurance Department of the state of New York.

Grace Period and Lapse - If the Accumulated Value less Policy Debt on a Monthly
Payment Date is not sufficient to cover the current monthly deduction, a grace
period of 61 days will be allowed for the payment of sufficient premium to keep
your policy in force.

The grace period begins on the Monthly Payment Date on which the insufficiency
occurred and ends 61 days thereafter. At the start of the grace period, we will
send notice to you at your last known address and to any assignee of record.
The notice will state the due date and the amount of premium required for

P0156-NY Page 11 (P)

your policy to remain in force. A minimum of three times the monthly deduction
due when the insufficiency occurred, plus Premium Load, must be paid. Premiums
we receive during the grace period

P0156-NY Page 12 (P)

will be applied to your policy according to your most recent premium allocation
instructions. There is no penalty for paying a premium during the grace period.
Your policy will remain in force during the grace period. If sufficient premium
is not paid by the end of the grace period, a lapse will occur. Thirty-one days
prior to lapse, we will send you and any assignee of record a notice containing
the lapse date and the required premium to keep your policy in force. If the
Survivor dies during the grace period, the death benefit proceeds will be
reduced by any overdue charges. Upon lapse, the policy will terminate with no
value.

Reinstatement - If it has not been surrendered, this policy may be reinstated
not more than five years after the end of the grace period. To reinstate this
policy you must provide us with the following:

. a written application;
. Evidence of Insurability satisfactory to us for each Insured who was alive on
the date of lapse;
. payment of sufficient premium to cover all monthly deductions that were due
and unpaid during the grace period; plus
. payment of sufficient premium to keep the policy in force for three months
after the date of reinstatement.

The effective date of the reinstated policy will be the first Monthly Payment
Date on or following the date we approve your reinstatement application. When
this policy is reinstated, the Accumulated Value will be equal to the
Accumulated Value on the date of lapse subject to the following. If the policy
is reinstated after the first Monthly Payment Date following lapse, the
Accumulated Value will be reduced by the amount of any Policy Debt on the date
of lapse and the Policy Debt will be extinguished. If the policy is reinstated
on the first Monthly Payment Date following lapse, any Policy Debt on the date
of lapse will also be reinstated. At reinstatement, the surrender charge will be
that in effect at the beginning of the grace period, and will then decrease each
policy month thereafter according to the successive month-by-month surrender
charges shown in the Policy Specifications pages.

TRANSFERS

Transfers - After your initial Net Premium has been allocated according to
your instructions and while your policy is in force, you may, upon Written
Request, transfer your Accumulated Value, or a part of it, among the Investment
Options as provided in this section. No transfer may be made if the policy is
in a grace period and the required premium has not been paid.

Transfers from the Fixed Account: One transfer from the Fixed Account may be
made in any twelve-month period. Each transfer from the Fixed Account will be
limited to the greater of $5,000 or 25% of the Accumulated Value in the Fixed
Account.

Transfers from the Fixed LT Account: One transfer from the Fixed LT Account may
be made in any twelve month period. Each transfer from the Fixed LT Account will
be limited to the greater of $5,000 or 10% of the Accumulated Value in the Fixed
LT Account.

Transfers into the Fixed Account: If you have transferred out of either Fixed
Option within the last 90 days, you cannot transfer into the Fixed Account,
except that during the first 18 policy months transfers into the Fixed Account
are unlimited (see below),

Transfers into the Fixed LT Account: Transfers into the Fixed LT Account can be
made only during the policy month prior to a policy anniversary.

Allocations into the Fixed LT Account: We reserve the right to limit the amount
allocated to the Fixed LT Account to $1,000,000 during the most recent 12 months
for all policies owned by you. Allocations include Net Premium payments,
transfers and loan repayments. Any excess over $1,000,000 will be transferred to
your other Investment Options relative to your most recent instructions. We may
increase the $1,000,000 limit at any time at our sole discretion. You may
contact us to find out if a higher limit is in effect.

P0156-NY Page 13 (P)

Transfer into the Fixed Account Unlimited Under Special Circumstances: You may
transfer from any Variable Account to the Fixed Account with no limitation under
the following circumstances:

. For a period of time, as described below, after a material change in the
investment policy of that Variable Account; and
. During the first 18 policy months.

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 (i) the effective date of the material change or (ii) the date you
receive the notice, whichever is later.

No charges are currently imposed for transfers. We reserve the right:

. to limit the size of transfers so that each transfer is at least $500;
. to limit the frequency of transfers (however, at least one transfer per
quarter will be allowed);
. to disallow a transfer from any account if the balance would be a non-zero
amount less than $500;
. to assess a $25 charge for each transfer exceeding 12 per policy year.

Automatic Transfer Programs - Dollar Cost Averaging, the First Year Transfer
Program and Automatic Portfolio Rebalancing, as described below, are optional
programs available under this policy. No more than one of these may be in effect
at any one time. Transfers pursuant to these programs will occur on Monthly
Payment Dates or the next succeeding business day if the Monthly Payment Date
falls on a non-business day. Automatic transfers will not take place before the
end of the Free Look Period or during the Grace Period. We must receive your
Written Request in order for these programs to begin. Except as noted below,
these programs may be elected at any time. These programs neither guarantee
investment gains nor protection from investment losses. Transfers under these
programs do not count toward the limitations on the number of transfers, nor of
free transfers, allowed per policy year. We reserve the right to modify the
terms and conditions of these programs, upon 30 days advance notice to you.

Dollar Cost Averaging - Under this program, automatic transfers from any one
Variable Account of a percentage or a fixed dollar amount will be made to any
combination of other Variable Accounts on a monthly, quarterly, semi-annual, or
annual basis. You may elect Dollar Cost Averaging at any time by sending us a
Written Request. Your policy's Accumulated Value in the Variable Account from
which the transfer is made must be at least $5,000 at the time the first
transfer is to be made. Automatic transfers will continue until you give us a
Written Request to stop, or until your policy's Accumulated Value in the
Variable Account from which the transfers are made has been depleted.

First Year Transfer Program - This program is identical to Dollar Cost
Averaging, with the differences described in this subsection. Transfers are made
from the Fixed Account and occur in the 12 policy months following the policy
month when the Free Look Period ends. Transfers may be made to the Fixed LT
Account as well as to the Variable Accounts. Transfers are for the dollar amount
in your Written Request. For this program, we waive the limitation that no more
than the greater of $5,000 or 25% of the Fixed Account can be transferred out of
the Fixed Account in a policy year.

Automatic Portfolio Rebalancing - Under this program, we automatically transfer
on a quarterly, semi-annual, or annual basis, your policy's Accumulated Value
among the Variable Accounts to re-establish the portfolio allocation that you
specify in your Written Request. With your Written Request, you may change the
portfolio balance that will be used for the rebalancing. Automatic Portfolio
Rebalancing will continue until you make a Written Request to cancel the
program. If you cancel the program, you must wait 30 days to begin it again.

SURRENDER AND WITHDRAWAL OF VALUES

Surrender - Upon Written Request while either Insured is living you may
surrender this policy for its Net Cash Surrender Value. The policy will
terminate on the date the request is received.

P0156-NY Page 14 (P)

Net Cash Surrender Value - The Net Cash Surrender Value is the Cash Surrender
Value less any Policy Debt.

Cash Surrender Value - The Cash Surrender Value is the Accumulated Value less
any Surrender Charge.

Surrender Charge - If you surrender your policy, a Surrender Charge will be
deducted from the AV. The Surrender Charge is needed to help pay for costs such
as underwriting, policy issue and sales and distribution costs. The total
Surrender Charge is equal to the sum of the Underwriting Surrender Charge and
the Sales Surrender Charge.

The Underwriting Surrender Charge is shown on the Policy Specifications. It
remains level for the first policy year and then decreases by 0.9259% per month
to zero at the 120th month.

The Sales Surrender Charge is equal to 70% of the premiums paid up to the Sales
Surrender Target. The Sales Surrender Target is shown on the Policy
Specifications. The Sales Surrender Charge increases as premiums are paid until
the Sales Surrender Target is reached. After the first policy year, the Sales
Surrender Charge, as calculated above, is adjusted by multiplying by a reduction
factor. This reduction factor is equal to 99.0741% in the 13th month and reduces
by .9259% per month to zero at the 120th month.

Surrender Charge on Face Amount Decrease - If you request to decrease the Face
Amount, a Surrender Charge will be deducted from the AV. The Surrender Charge
in such case will equal the Surrender Charge that would be imposed if you were
to surrender your policy at the time of the Withdrawal multiplied by the ratio
of the Face Amount after the Withdrawal divided by the Face Amount before the
Withdrawal.

Withdrawals - Upon Written Request on or after the first policy anniversary
while either Insured is living, you may withdraw a portion of the Net Cash
Surrender Value of this policy. We will deduct a withdrawal fee of $25 from the
Accumulated Value for each withdrawal. The withdrawal fee will be deducted from
the Investment Options in the same proportion as the withdrawal. There is no
Surrender Charge imposed for a Withdrawal, even if the Face Amount is reduced as
a result of the Withdrawal.

Withdrawals will be subject to the following conditions: The amount of each
withdrawal must be at least $500 and the Net Cash Surrender Value remaining
after each withdrawal must be at least $500. Also, if there is any Policy Debt
at the time of each withdrawal, the amount of the withdrawal is limited to the
excess, if any, of the Cash Surrender Value immediately prior to the withdrawal
over the result of the Policy Debt divided by 90%.

The amount of each withdrawal will be allocated proportionately to the
Accumulated Value in the Investment Options unless you request otherwise. If
the Survivor dies after the request for a withdrawal is sent to us and prior to
the withdrawal being effected, the amount of the withdrawal will be deducted
from the death benefit proceeds, which will be determined without taking the
withdrawal into account.

A withdrawal will affect the death benefit, depending on the Death Benefit
Option you have chosen. If your policy's death benefit is greater than the
Minimum Death Benefit, then the withdrawal will reduce the death benefit by the
amount of the withdrawal. However, if your policy's death benefit is equal to
the Minimum Death Benefit, the withdrawal may cause the death benefit to
decrease by an amount greater than the amount of the withdrawal. For Death
Benefit Option C, if the sum of the withdrawals and other distributions from the
policy is greater than the premiums, the death benefit will be less than the
Face Amount.

Withdrawals may also affect the Face Amount. A withdrawal will reduce the Face
Amount, but only for policies having Death Benefit Option A or D. In such case,
a withdrawal in excess of the difference between the Minimum Death Benefit and
the Face Amount will reduce the Face Amount by the amount of the excess. A
withdrawal will never increase the NAR.

P0156-NY Page 15 (P)

TIMING OF PAYMENTS AND TRANSFERS

Variable Accounts - With respect to allocations made to the Variable Accounts,
we will pay death benefit proceeds, withdrawals and Net Cash Surrender Value on
surrender and withdrawals and will effect a transfer between Variable Accounts
or from a Variable Account to a Fixed Option within seven days after we receive
all the information needed to process the payment. However, we may postpone the
calculation, payment or transfer of any amounts that are based on the investment
performance of the Variable Accounts, if:

. the New York Stock Exchange is closed on other than normal weekend and
holiday closings; or

. an emergency exists, as determined by the SEC, as a result of which it is not
reasonably practicable to determine the value of the Account assets or to
dispose of Account securities.

Fixed Options - With respect to payments or transfers to be made from the Fixed
Options (or from the policy, if this policy is continued under a fixed non-
forfeiture benefit), we may defer such payment or transfer for up to six months
after we receive your Written Request. If deferred more than 10 days after we
receive such request, we will pay interest at the rate which is the current rate
payable on the interest settlement option for income benefits.

Policy Loans - We reserve the right to defer any policy loan payment, except for
loans used to pay premiums to us, for up to six months after we receive your
loan application.

Interest on Death Proceeds - We will pay interest on death proceeds from the
date of death to the date of payment, at the rate which is the current rate
payable on the Interest Settlement Option described under Income Benefits.

INCOME BENEFITS

Income Benefits - Surrender or withdrawal benefits may be used to buy a lifetime
monthly income for either Insured as long as the monthly income is at least
$100. Death benefits may be used to buy a monthly income for the lifetime of
the beneficiary. The monthly income will automatically be guaranteed to
continue for at least ten years, unless another form of payment is requested.
Under the automatic form of payment, if the income recipient dies before the end
of the ten-year period, payments will continue to the end of the ten-year period
to a person designated by the income recipient in writing.

The purchase rates for the monthly income will be set periodically by the
Company. However, under the automatic form, the monthly income bought by each
$1,000 of benefit amount will always be at least as large as that shown below.

Monthly Income Monthly Income Monthly Income
Age Male Female Age Male Female Age Male Female

0-30 $3.20 $3.09 46 $3.81 $3.61 62 $5.10 $4.73
32 3.25 3.14 48 3.92 3.71 64 5.35 4.95
34 3.31 3.19 50 4.05 3.81 66 5.62 5.20
36 3.38 3.24 52 4.18 3.93 68 5.92 5.47
38 3.45 3.30 54 4.33 4.06 70 6.23 5.78
40 3.53 3.37 56 4.49 4.20 72 6.56 6.11
42 3.62 3.44 58 4.68 4.36 74 6.90 6.48
44 3.71 3.52 60 4.88 4.54 75+ 7.08 6.67

Monthly income amount for ages not shown are halfway between the two amounts for
the nearest two ages that are shown. Amounts shown are based on the Annuity
2000 table with interest at 3.00%. This benefit is not available if the income
would be less than $100 a month. We may require evidence of survival for
incomes that last more than ten years.

P0156-NY Page 16 (P)

Other Income Options - Surrender, withdrawal or death benefits may be used under
any other payment plans that we make available at that time. We will make an
Interest Settlement Option available under which we will credit interest
monthly. Amounts left on deposit under this plan, and credited interest, will
be accumulated until you request a withdrawal.

POLICY LOANS

Policy Loans - You may obtain loans by Written Request after the Free Look
Period, on the sole security of the Loan Account of this policy. We recommend
you consult your tax advisor before requesting a policy loan.

Loan Amount Available - The amount available for a loan is equal to 90% of
Accumulated Value, less any Policy Debt and also less any Surrender Charges that
would be imposed if the policy were surrendered on the date the loan is taken
or, if greater, the result of (a x b/c)-d, where:

a = the Accumulated Value less 12 times the most recent monthly deduction less
any Surrender Charge on the date of the loan;

b = 1 + rate of loan interest credited at the time of the loan;

c = 1.041; and

d = any existing Policy Debt.

The amount of a loan must be at least $200.

Loan Interest - Interest will accrue daily and is payable in arrears at the
annual rate of 4.10%. Interest not paid when due will be added to the loan
principal and bear interest at the same rate of interest.

Loan Account - When a loan is taken, an amount equal to the loan is transferred
out of the Accumulated Value in the Investment Options into the Loan Account to
secure the loan. Unless you request otherwise, loan amounts will be deducted
from the Variable Accounts and the Fixed Options on a pro rata basis, up to the
amount available. We will credit interest to the Loan Account as described in
the Accumulated Value section.

On each policy anniversary, if the amount in the Loan Account exceeds Policy
Debt, the excess will be transferred from the Loan Account to the Investment
Options according to your most recent instructions. If Policy Debt exceeds the
amount in the Loan Account, an amount equal to such excess will be transferred
from the Investment Options on a proportionate basis to the Loan Account.

Loan Repayment - Loans may be repaid at any time prior to lapse of this policy.
An amount equal to the portion of any loan repaid, but not more than the amount
in the Loan Account, will be transferred from the Loan Account to the Investment
Options according to your most recent instructions. We reserve the right to
first transfer repayments from the Loan Account to each Fixed Option up to the
amount that was originally borrowed. Any excess over such amount will be
transferred to the Variable Accounts relative to your most recent instructions.
Any payment we receive from you while you have a loan will be first considered a
loan repayment, unless you tell us in writing it is a premium payment.

SEPARATE ACCOUNT PROVISIONS

Separate Account - This policy uses the Pacific Select Exec Separate Account
owned by Pacific Life & Annuity Company, herein called the "Separate Account".
The assets of the Separate Account shall be valued at least as often as any
policy benefits vary, but at least monthly. We established the Separate Account
and maintain it under the laws and regulations of Arizona and New York. The
Separate Account is divided into subaccounts, called Variable Accounts. Income
and realized and unrealized gains and losses from the assets of each Variable
Account are credited or charged against it without regard to our other income,
gains or losses. Assets may be put in our Separate Account to support this
policy and

P0156-NY Page 17 (P)

other variable life policies. Assets may be put in our Separate Account for
other purposes, but not to support contracts or policies other than variable
life contracts or policies.

The assets of our Separate Account are our property. The portion of its assets
equal to the reserves and other policy liabilities with respect to our Separate
Account will not be chargeable with liabilities arising out of any other
business we conduct. We may transfer assets of a Variable Account in excess of
the reserves and other liabilities with respect to that Variable Account to
another Variable Account or to our general account. All obligations arising
under the policy are general corporate obligations of ours. We do not hold
ourselves out to be trustees of the Separate Account assets.

Variable Accounts - Each Variable Account may invest its assets in a separate
class of shares of a designated investment company or companies. The Variable
Accounts of our Separate Account that were available for your initial
allocations are shown in the Policy Specifications. From time to time, we may
make other Variable Accounts available to you. We will provide you with written
notice of all material details including investment objectives and all charges.

We reserve the right, subject to compliance with the law then in effect, to:

. change or add designated investment companies;
. add, remove or combine Variable Accounts;
. add, delete or make substitutions for the securities that are held or
purchased by the Separate Account or any Variable Account;
. register or deregister any Variable Account under the Investment Company Act
of 1940;
. change the classification of any Variable Account;
. operate any Variable Account as a managed investment company or as a unit
investment trust;
. combine the assets of any Variable Account with other separate accounts or
subaccounts of ours or our affiliates;
. transfer the assets of any Variable Account to other separate accounts or
subaccounts of ours or our affiliates;
. run any Variable Account under the direction of a committee, board, or other
group;
. restrict or eliminate any voting rights of policy Owners with respect to any
Variable Account, or other persons who have voting rights as to any Variable
Account;
. change the allocations permitted under the policy;
. terminate and liquidate any Variable Account; and
. make any other change needed to comply with law.

In spite of the above, we will not transfer any investment, or asset held for
investment, between separate accounts or between separate and other accounts,
provided that the superintendent of the New York Insurance Department may
authorize transfers in circumstances where such transfers would not be
inequitable. If any of these changes result in a material change in the
underlying investment of a Variable Account of our Separate Account, we will
notify you of such change. Unless required by law or regulation, an investment
policy may not be changed without our consent. We will not change the investment
policy of the Separate Account without the approval of the Insurance
Commissioner of the state of Arizona, our state of domicile, and without the
approval of the Insurance Department of the state of New York. The process for
such approval is on file.

GENERAL PROVISIONS

Entire Contract - This policy is a contract between you and us. This policy, any
attached endorsements, benefits and riders and the attached copy of the initial
application are the entire contract, except as follows. Any written application
for a change in policy terms allowed by the policy after issue or written notice
of exercise of policy options made after the policy has been issued will also
become part of the contract upon our acceptance of such application or notice
and our mailing of same to your address last known to us. Only our president,
chief executive officer or secretary is authorized to change this contract or
extend the time for paying premiums. Any such change must be in writing.

P0156-NY Page 18 (P)

All statements in the application shall be deemed representations and not
warranties. We will not use any statement to contest this policy or defend a
claim on grounds of misrepresentation unless the statement is in an application.

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

Incontestability - We will not contest this policy unless there was a material
misrepresentation in an application, including any reinstatement application.
Except for failure to pay premiums, this policy cannot be contested after the
expiration of the following time periods:

. If this policy has not been reinstated, we cannot contest this policy after
it has been in force during the lifetime of at least one of the Insureds for
two years from the Policy Date;
. Following a reinstatement, we cannot contest this policy after it has been in
force during the lifetime of at least one of the Insureds for two years from
the reinstatement date; and
. If this policy was issued under a term insurance conversion option, we cannot
contest the converted amount after the policy has been in force during the
lifetime of at least one of the Insureds for two years from the later of the
issue of the term policy or any reinstatement date of the term policy or of
this policy.

Suicide Exclusion - If the death of both Insureds, or the Survivor, is the
result of suicide, within two years of the policy date, no death benefit
proceeds will be paid. Instead, we will pay to the beneficiary the sum of the
gross premiums charged on the policy less dividends paid in cash or used in the
payment of premiums thereon and less any indebtedness to us on the policy,
including interest due or accrued.

If only one of the two Insureds under this policy dies by suicide, within two
years of the policy date, we will automatically, without Evidence of
Insurability, reform and reissue the policy as of the original policy date as a
single life policy on the Survivor, which shall be substantially the same as the
coverage provided under this policy. In order to effect such reformation and
reissuance, you must provide proof of death by suicide within 90 days of such
death. Any suicide and incontestability provisions of the reformed and reissued
single life policy will be effective as of the policy date of the original
policy. Within 30 days after receiving notification of death, we will provide
you with information regarding any payments required for the single life policy.
If a payment is required to keep the single life policy in force, you will have
60 days after such notice to pay the amount required. If the Survivor dies prior
to expiration of such 60-day period without having made payment, we will pay a
death benefit based on the full Face Amount of the original policy net of any
payments which remain due and payable on the single life policy.

Misstatement - If the either Insured's age has been misstated, the death benefit
will be adjusted so that the NAR after adjustment is the NAR before the
adjustment multiplied by the ratio of the incorrect Cost of Insurance (COI) rate
to the correct COI rate. If the Minimum Death Benefit after adjustment is
larger, the death benefit will be this larger amount.

Evidence of Insurability - We reserve the right to require Evidence of
Insurability for any policy change or any premium payment which would result in
an increase in NAR.

Maturity - This policy does not mature, but will continue in force so long as at
least one Insured is alive and there is sufficient Accumulated Value to provide
for the Monthly Deduction due. After Age 100 of the younger Insured, no Monthly
Deduction is due.

Reports - A report will be mailed to you at the end of each policy quarter to
your last known address. This report will include the following information for
the policy quarter:

. the Accumulated Value;
. the Cash Surrender Value;
. the current death benefit;
. any Surrender Charges;

P0156-NY Page 19 (P)

. any existing Policy Debt;
. transactions that occurred during the policy quarter;
. changes in the Guideline Premiums, if applicable; and
. any information required by law.

In addition to the above reports, an annual report will also be mailed to you.
The report will contain financial statements for the Separate Account and the
designated investment company or companies in which the Separate Account
invests, the latter of which will include a list of the portfolio securities of
the investment company, as required by the Investment Company Act of 1940. We
will also send any other reports as required by federal securities law and
applicable law and regulation of the state of New York.

Policy Illustrations - Upon request we will give you an illustration of the
future benefits under this policy based upon both guaranteed and current cost
factor assumptions. However, if you ask us to do this more than once in any
policy year, we reserve the right to charge you a fee not to exceed $25 per
request for this service. Illustrated benefits that are not guaranteed, such as
benefits based on the current cost factor assumptions, will vary depending upon
a number of factors, including but not limited to, changes in future investment
performance.

Basis of Values - A detailed statement showing how values are determined has
been filed with the Insurance Department of the state of New York. All values
are at least equal to the minimums required by the law of the state in which
this policy is delivered, based on the Commissioner's 1980 Standard Ordinary
Mortality Table and interest at the rate of 3%. Such values do not change upon
the first death of the Insureds, nor do the cost of insurance rates; that is,
the values and rates are based on the Frasier rate structure.

Ownership of Assets - We have the exclusive and absolute control of our assets,
including all assets in the Separate Account.

Tax Qualification as Life Insurance - This policy is intended to qualify as a
life insurance contract for federal tax purposes, and the death benefit under
this policy is intended to qualify for federal income tax exclusion. The
policy, including any other rider, benefit or endorsement, shall be interpreted
to ensure and maintain such tax qualification, despite any other provision to
the contrary. We will not accept a premium payment which would cause the policy
to fail to qualify as a life insurance contract for federal tax purposes.

If at any time the premiums paid under the policy exceed the amount allowable
for such tax qualification, the excess amount, including any associated
investment gains or losses, shall be removed from the policy as of the date of
its payment in accordance with federal tax law, and any appropriate adjustment
in the death benefit shall be made as of such date. The excess amount,
including any associated investment gains or losses, shall be refunded no later
than 60 days after the end of the applicable contract year as determined under
federal tax law. For any such refund, any premium load originally assessed will
be refunded and no surrender charges will apply.

If this excess amount is not refunded by the end of such 60-day period, the
death benefit shall be increased retroactively to the minimum extent necessary
so that at no time is the death benefit ever less than the amount necessary to
ensure or maintain such tax qualification, and the Accumulated Value will be
reduced to reflect the increased Monthly Deductions as a result of such death
benefit increase.

If you request a decrease in policy or rider benefits, it may cause a reduction
in any applicable limitations on premiums or cash values for the policy under
federal tax law. Such a reduction in these limits may require us to make a
distribution from the policy equal to the greatest amount by which the premiums
paid or cash values for the policy, as determined under federal tax, exceed any
such reduced limits, in order to maintain the policy's tax qualification. If
such a distribution is made, the distribution will be paid to you and the
Accumulated Value will be reduced by the amount of the distribution. However, no
request for a decrease in policy or rider benefits will be allowed to the extent
that the resulting reduction in such tax limits would require us to distribute
more than the Net Cash Surrender Value for the policy.

P0156-NY Page 20 (P)

MEC Status - Unless you have given us Written Notice to the contrary, the
provisions of this MEC Status subsection apply. MEC stands for Modified
Endowment Contract. Under federal tax law, if the funding of a life insurance
contract occurs too rapidly, it becomes a MEC and fails to qualify for certain
favorable treatment as a result. This policy is intended to qualify as a life
insurance contract that is not a MEC for federal tax purposes. This policy,
including any other rider, benefit or endorsement, shall be interpreted to
prevent the policy from being subject to such MEC treatment, despite any other
provision to the contrary. We will not accept a payment as premium or otherwise
which would cause the policy to become a MEC.

If at any time the amounts paid under the policy exceed the limit for avoiding
such MEC treatment, the excess amount, including any associated investment gains
or losses, shall be removed from the policy as of the date of its payment in
accordance with federal tax law, and any appropriate adjustment in the death
benefit shall be made as of such date. The excess amount, including any
associated investment gains or losses, shall be refunded no later than 60 days
after the end of the applicable contract year as determined under federal tax
law. For any such refund, any premium load originally assessed will be refunded
and no surrender charges will apply.

If this excess amount is not refunded by the end of such 60-day period, the
death benefit shall be increased retroactively to the minimum extent necessary
so that at no time is the death benefit ever less than the amount necessary to
avoid such MEC treatment, and the Accumulated Value will be reduced to reflect
the increased Monthly Deductions as a result of such death benefit increase.

Any request that would change the death benefits under the policy and riders
will not be processed if the change would cause the policy to be treated as a
MEC. Such changes include a reduction in the face amount, a change in death
benefit option, and a reduction in face amount due to a withdrawal.

Other Distributions of Accumulated Value - If the NAR ever exceeds three times
the original Face Amount, we reserve the right to make a distribution of
Accumulated Value to make the NAR equal three times the original Face Amount.
In such case, the distribution will be treated as a premium refund and no
surrender charge will be imposed. By treating the distribution as a premium
refund, we mean that, in addition to the distribution of Accumulated Value which
you will receive, we will also pay you an amount representing a return of
premium load associated with the distribution. The amount representing the
return of premium load will be equal to the reduction in Accumulated Value
multiplied by (1/(1-premium load rate))-1, provided that such amount can never
exceed the total premium load paid under the policy.

Termination - This policy will terminate on the earliest of:

. the death of the Survivor; and

. the lapse or surrender of this policy.

Compliance - We reserve the right to make any change to the provisions of this
policy to comply with, or give you the benefit of, any federal or state statute,
rule, or regulation, including those of the state of New York and including the
requirements for life insurance contracts under the Code. After filing with,
and approval by, the Insurance Department of the state of New York, we will
provide you with a copy of any such change. You have the right to refuse the
change.

P0156-NY Page 21 (P)

INDEX

Accumulated Value (AV) 9 MEC Status 19
Administrative Charge 11 Misstatement 18
Age 5 Modified Endowment Contract 19
Assignment 6 Monthly Deduction 10
Automatic Portfolio Rebalancing 13 Monthly Payment Date 5
Automatic Transfer Programs 13 Mortality and Expense Risk Charge 10
Basis of Values 19 NAR 5
Beneficiary 6 Net Asset Value 10
Cash Surrender Value 14 Net Cash Surrender Value 14
Change in Policy Cost Factors 11 Net Investment Factor 10
Code 5 Net Premium 5
Compliance 20 Non-Participating 18
Cost of Insurance Charge 10 Owner 6
Cost of Insurance Rates 10 Paid-Up Benefit 8
Death Benefit 7 Planned Premium 6
Death Benefit Options 8 Policy Date 5
Death Benefit Proceeds 8 Policy Debt 5
Dollar Cost Averaging 13 Policy Illustrations 19
Entire Contract 17 Policy Loans 16
Evidence of Insurability 5, 18 Premium Allocation 6
Face Amount 5 Premium Limitation 7
Face Amount Decrease 8 Premium Load 3, 11
First Year Transfer Program 13 Premiums 6
Fixed Accumulated Value 9 Reinstatement 12
Fixed Options 5, 15 Reports 18
Free Look Transfer Date 5 Risk Class 3
Grace Period 11 Sales Surrender Charge 14
Guideline Premium Limitation 7 Sales Surrender Target 14
Guideline Premium Test 7 Separate Account 5, 16
Home Office 5 Suicide Exclusion 18
Income Benefits 15 Surrender 13
Incontestability 18 Surrender Charge 14
Insureds 5 Survivor 5
Interest on Death Proceeds 15 Tax Qualification as Life Insurance 19
Interest Settlement Option 16 Termination 20
Investment Options 5 Transfers 12
Lapse 11 Underwriting Surrender Charge 14
Loan Account 10, 16 Valuation Date 5
Loan Amount Available 16 Valuation Period 6
Loan Interest 16 Variable Account 6, 17
Loan Repayment 16 Variable Accumulated Value 9
M&E Risk Charge 11 Withdrawals 14
Maturity 18 Written Request 6
MEC 19

P0156-NY Page 22 (P)

[LOGO OF PACIFIC LIFE APPEARS HERE]

PACIFIC LIFE
& ANNUITY COMPANY

Mailing Address:
700 Newport Center Drive
Newport Beach, CA 92660

================================================================================

JOINT AND
LAST SURVIVOR
FLEXIBLE
PREMIUM
VARIABLE LIFE
INSURANCE

. Death Benefit Payable When Both Insureds Have Died While the Policy is in
Force

. Net Cash Surrender Value Payable upon Surrender While the Policy is in Force

. Adjustable Face Amount

. Benefits May Vary Based on Investment Experience

. Non-Participating

P0156-NY (P)