EXHIBIT 1.(5)(A)

[LOGO OF PACIFIC LIFE APPEARS HERE]

PACIFIC LIFE
& ANNUITY COMPANY

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

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

FLEXIBLE READ YOUR POLICY CAREFULLY. This is a legal contract
PREMIUM between you, the Owner, and us, Pacific Life & Annuity
JOINT AND Company, a stock insurance company. We agree to pay the
LAST SURVIVOR 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 on Death of keep the policy in force. Variable Account Values may
the Survivor of the increase or decrease depending upon Variable Account
Insureds While investment experience. There is no guaranteed Variable
Policy in Force Account Value. Policy loan value is less than one
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.

Signed for Pacific Life & Annuity Company,

/s/ THOMAS C. SUTTON /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
OWNER: LELAND STANFORD 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 VARIABLE ACCOUNTS 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................................................................ 12

SURRENDER AND WITHDRAWAL OF VALUES....................................... 13

TIMING OF PAYMENTS AND TRANSFERS......................................... 14

INCOME BENEFITS.......................................................... 14

POLICY LOANS............................................................. 15

SEPARATE ACCOUNT PROVISIONS.............................................. 16

GENERAL PROVISIONS....................................................... 17

INDEX.................................................................... 20

POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

BASIC POLICY: FLEXIBLE PREMIUM SURVIVORSHIP VARIABLE LIFE INSURANCE

PREMIUMS: PLANNED ANNUAL PREMIUM = $ 1,104.57
GUIDELINE SINGLE PREMIUM = $ 11,370.84
GUIDELINE LEVEL PREMIUM = $ 1,104.57

DEATH BENEFIT OPTION: A

INTEREST ON THE FIXED OPTIONS IS GUARANTEED TO BE NOT LESS THAN 3.00%
ANNUALLY FOR THE FIRST 10 POLICY YEARS, 3.60% FOR YEARS 11-20, AND 3.85%
THEREAFTER. INTEREST ON THE LOAN ACCOUNT MAY BE AS MUCH AS 4.1% ANNUALLY FOR
ALL POLICY YEARS AND IS GUARANTEED TO BE NOT LESS THAN 3.10% ANNUALLY FOR THE
FIRST 10 POLICY YEARS, 3.70% 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. 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: $378.70 REMAINS LEVEL FOR THE FIRST POLICY YEAR; AND
THEN DECREASES BY $3.51 PER MONTH TO ZERO AT THE END OF THE 120TH MONTH.

M&E RISK FACE AMOUNT CHARGE: $11.40 PER MONTH FOR POLICY YEARS 1 TO 10; $0
THEREAFTER. REFER TO M&E RISK CHARGE PROVISION FOR DETAILS.

M&E RISK ASSET CHARGE: A MONTHLY CHARGE WHICH IS A PERCENTAGE OF THE VARIABLE
ACCUMULATED VALUE. THE PERCENTAGE IS 0.075% FOR POLICY YEARS 1-10, 0.025% FOR
POLICY YEARS 11-20, AND 0.0042% THEREAFTER UNTIL THE YOUNGER INSURED'S AGE
100.

P0156-NY Page 3.0

POLICY NUMBER: VP99999990

POLICY SPECIFICATIONS

SUMMARY OF COVERAGES EFFECTIVE ON THE POLICY DATE

P0156-NY: BASIC COVERAGE

FACE AMOUNT: $100,000
INSURED #1: LELAND STANFORD
AGE AT ISSUE: 35
RISK CLASSIFICATION: MALE NONSMOKER

INSURED #2: MARY STANFORD
AGE AT ISSUE: 35
RISK CLASSIFICATION: FEMALE NONSMOKER

________________________________________________________________________________

R01LST-NY: LAST SURVIVOR ADDED PROTECTION BENEFIT RIDER

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 TERM RIDER

FACE AMOUNT: $50,000 (VARYING)
AGE AT ISSUE: 35
RISK CLASSIFICATION: MALE 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
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 RENEWABLE TERM INSURANCE RIDER VARYING SCHEDULE

INSURED: LELAND STANFORD

RISK CLASSIFICATION: MALE NONSMOKER

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
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 $728.70 41 $533.03 81 $263.14
2 728.70 42 526.28 82 256.39
3 728.70 43 519.54 83 249.65
4 728.70 44 512.79 84 242.90
5 728.70 45 506.04 85 236.15
6 728.70 46 499.29 86 229.41
7 728.70 47 492.55 87 222.66
8 728.70 48 485.80 88 215.91
9 728.70 49 479.05 89 209.16
10 728.70 50 472.31 90 202.42
11 728.70 51 465.56 91 195.67
12 728.70 52 458.81 92 188.92
13 721.95 53 452.06 93 182.18
14 715.21 54 445.32 94 175.43
15 708.46 55 438.57 95 168.68
16 701.71 56 431.82 96 161.93
17 694.96 57 425.08 97 155.19
18 688.22 58 418.33 98 148.44
19 681.47 59 411.58 99 141.69
20 674.72 60 404.83 100 134.94
21 667.98 61 398.09 101 128.20
22 661.23 62 391.34 102 121.45
23 654.48 63 384.59 103 114.70
24 647.73 64 377.84 104 107.96
25 640.99 65 371.10 105 101.21
26 634.24 66 364.35 106 94.46
27 627.49 67 357.60 107 87.71
28 620.74 68 350.86 108 80.97
29 614.00 69 344.11 109 74.22
30 607.25 70 337.36 110 67.47
31 600.50 71 330.61 111 60.73
32 593.76 72 323.87 112 53.98
33 587.01 73 317.12 113 47.23
34 580.26 74 310.37 114 40.48
35 573.51 75 303.63 115 33.74
36 566.77 76 296.88 116 26.99
37 560.02 77 290.13 117 20.24
38 553.27 78 283.38 118 13.49
39 546.53 79 276.64 119 6.75
40 539.78 80 269.89 120 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 0.00000029 40 0.00206346
2 0.00000094 41 0.00242313
3 0.00000174 42 0.00283191
4 0.00000270 43 0.00328732
5 0.00000390 44 0.00378906
6 0.00000537 45 0.00434789
7 0.00000720 46 0.00498290
8 0.00000937 47 0.00571389
9 0.00001195 48 0.00656426
10 0.00001498 49 0.00755141
11 0.00001858 50 0.00866656
12 0.00002272 51 0.00989906
13 0.00002754 52 0.01123693
14 0.00003316 53 0.01267302
15 0.00003975 54 0.01420425
16 0.00004742 55 0.01583604
17 0.00005651 56 0.01758447
18 0.00006727 57 0.01947971
19 0.00008019 58 0.02158283
20 0.00009532 59 0.02400871
21 0.00011279 60 0.02706405
22 0.00013278 61 0.03141825
23 0.00015505 62 0.03857529
24 0.00017990 63 0.05230724
25 0.00020807 64 0.08333333
26 0.00024063 65 0.08333333
27 0.00027924 66+ 0.00000000
28 0.00032573
29 0.00038256
30 0.00045033
31 0.00052931
32 0.00061934
33 0.00072032
34 0.00083185
35 0.00095820
36 0.00110541
37 0.00128088
38 0.00149413
39 0.00175379

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 0.00000029 26 0.00024063
2 0.00000094 27 0.00027924
3 0.00000174 28 0.00032573
4 0.00000270 29 0.00038256
5 0.00000390 30 0.00045033
6 0.00000537 31 0.00052931
7 0.00000720 32 0.00061934
8 0.00000937 33 0.00072032
9 0.00001195 34 0.00083185
10 0.00001498 35 0.00095820
11 0.00001858 36 0.00110541
12 0.00002272 37 0.00128088
13 0.00002754 38 0.00149413
14 0.00003316 39 0.00175379
15 0.00003975 40 0.00206346
16 0.00004742 41 0.00242313
17 0.00005651 42 0.00283191
18 0.00006727 43 0.00328732
19 0.00008019 44 0.00378906
20 0.00009532
21 0.00011279
22 0.00013278
23 0.00015505
24 0.00017990
25 0.00020807

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
--------------------------------------------------------
35 0.00017600 60 0.00134998
36 0.00018686 61 0.00147355
37 0.00020022 62 0.00161341
38 0.00021526 63 0.00177217
39 0.00023280 64 0.00194909
40 0.00025202 65 0.00214342
41 0.00027458 66 0.00235100
42 0.00029715 67 0.00257276
43 0.00032307 68 0.00280882
44 0.00034984 69 0.00306532
45 0.00037996 70 0.00335367
46 0.00041093 71 0.00368199
47 0.00044442 72 0.00406029
48 0.00047960 73 0.00449620
49 0.00051898 74 0.00498352
50 0.00056089 75 0.00551331
51 0.00061038 76 0.00607653
52 0.00066577 77 0.00666569
53 0.00072875 78 0.00727588
54 0.00080018 79 0.00792387
55 0.00087672
56 0.00096005
57 0.00104684
58 0.00113962
59 0.00123925

P0156-NY Page 4.2

POLICY NUMBER: VP99999990

POLICY SPECIFICATIONS

TABLE OF COST OF INSURANCE RATES

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

AGE MONTHLY RATE AGE MONTHLY RATE
--------- ----------------- ---------- -----------------

35 0.00003555 60 0.00041758
36 0.00003820 61 0.00046025
37 0.00004291 62 0.00050676
38 0.00004656 63 0.00055634
39 0.00005079 64 0.00060518
40 0.00005361 65 0.00067468
41 0.00005925 66 0.00074652
42 0.00006488 67 0.00082684
43 0.00007121 68 0.00091641
44 0.00007824 69 0.00102295
45 0.00008878 70 0.00112655
46 0.00009887 71 0.00123871
47 0.00011071 72 0.00135871
48 0.00012513 73 0.00148890
49 0.00014070 74 0.00162544
50 0.00015817 75 0.00176528
51 0.00017412 76 0.00192548
52 0.00019160 77 0.00210225
53 0.00021060 78 0.00229493
54 0.00023189 79 0.00248879
55 0.00025318
56 0.00027979
57 0.00030870
58 0.00034143
59 0.00037950

PO156-NY Page 4.3

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 $ 5.70 26 11.40
2 5.70 27 11.40
3 5.70 28 11.40
4 5.70 29 11.40
5 5.70 30 11.40
6 11.40 31 11.40
7 11.40 32 11.40
8 11.40 33 11.40
9 11.40 34 11.40
10 11.40 35 11.40
11 11.40 36 11.40
12 11.40 37 11.40
13 11.40 38 11.40
14 11.40 39 11.40
15 11.40 40 11.40
16 11.40 41 11.40
17 11.40 42 11.40
18 11.40 43 11.40
19 11.40 44 11.40
20 11.40
21 11.40
22 11.40
23 11.40
24 11.40
25 11.40

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 Life Insurance Client Services offices.

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, or credits are made to, 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. If the two Insureds die in
close proximity such that it cannot be determined who died first, unless
otherwise provided, it shall be assumed that the younger survived the older.

P0156-NY Page 5 (P)

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. If any transaction or event is scheduled to occur on a day that is not a
Valuation Date, such transaction or event will be deemed to occur on the next
following Valuation Date unless otherwise specified.

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 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.

P0156-NY Page 6 (P)

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, 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 allocation 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 NAR.

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. There is no death benefit
payable on the first death of the two Insureds. 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.

Change of Death Benefit Option - 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.

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 proceeds from the date of death to the date
of payment, at a rate not less than the current rate payable on the Interest
Settlement Option described under Income Benefits.

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 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 joint and last survivor
paid-up insurance. 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 not less than that amount which can be purchased based on
the guaranteed minimum interest rates for the Fixed Account and on the

P0156-NY Page 8 (P)

guaranteed maximum rates for the Cost of Insurance as shown in the Policy
Specifications, beginning with the policy year in which the Paid-Up Insurance is
purchased.

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. No charges other than Cost of Insurance charges
will be used in such determination. In particular, the Administrative Charge
will not be used.

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 - is defined on each Valuation Date and 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. The Fixed Options consist of the Fixed
Account and the Fixed LT Account.

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 Valuation 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

P0156-NY Page 9 (P)

. the monthly deduction and other deductions due, if any, and assessed against
the Variable Account.

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 (this will include any dividends or capital gains
distributions made to the Variable Account 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 the daily equivalent of an annual effective rate of 3.10% in the first
10 policy years, 3.70% in policy years 11-20, and 3.85% thereafter. At our
discretion, we may use a higher rate of interest not to exceed the rate of 4.1%
charged on policy loans. On each policy anniversary, any interest earned and
held in the Loan Account will be transferred to the Investment Options according
to 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 or benefit 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 (COI) 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.

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

P0156-NY Page 10 (P)

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, persistency credit, COI 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 in which this policy is delivered. 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
Face Amount Charge and the M&E Risk Asset Charge.

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.

The M&E Risk Asset Charge is assessed monthly until the younger Insured's Age
100 and 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.

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 in which this policy is delivered. 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 in which this
policy is delivered.

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
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 will be applied to your policy according to
your most recent premium allocation instructions. There is no penalty for paying

P0156-NY Page 11 (P)

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 three 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;
. sufficient premium to cover all monthly deductions due and unpaid during the
grace period; plus
. 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 on the first Monthly Payment Date following lapse, any Policy Debt
on the date of lapse will also be reinstated with the corresponding portion of
the Accumulated Value allocated to the Loan Account as described in the Policy
Loans section. 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. 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.

Additional Amounts Nonforfeitable After Crediting - Any additional credits in
excess of those guaranteed, or charge less than the maximum guaranteed charge,
will be credited no less frequently than annually, and are nonforfeitable after
crediting, except indirectly due to surrender charges.

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 to or from the Fixed Account - If you have transferred out of either
Fixed Option within the last 90 days, you cannot transfer to the Fixed Account,
except that during the first 18 policy months transfers into the Fixed Account
are unlimited (see below). 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.
Regardless of the limitations stated in this paragraph, on each policy
anniversary you can transfer any or all of the Accumulated Value to the Fixed
Account with no restriction.

Transfers to or from the Fixed LT Account - Transfers to the Fixed LT Account
can be made only during the policy month prior to a policy anniversary. 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.

Allocations to 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 allocation
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 12 (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.

Transfer Limits - 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 Investment Option if the balance would be
less than $500;
. to assess a $25 charge for each transfer exceeding 12 per policy year.

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.

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 Accumulated Value. 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 Accumulated Value. 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 decrease
multiplied by the ratio of the amount of the Face Amount decrease divided by the
Face Amount immediately before the decrease. After a Face Amount decrease, the
total Surrender Charge is reduced by the Surrender Charge deducted from the
Accumulated Value as a result of the decrease.

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.

P0156-NY Page 13 (P)

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 Affect the Face Amount - A withdrawal will never increase
the NAR. A withdrawal will reduce the Face Amount, but only for policies having
Death Benefit Option A or D. In the case of Option A, the reduction of the Face
Amount will equal the excess of the Face Amount prior to the withdrawal over
(a). In the case of Option D, the reduction of the Face Amount will equal the
excess of the Face Amount prior to the withdrawal over (a) divided by (b),
where:
(a) = the death benefit prior to the withdrawal minus the amount of
withdrawal; and

(b) = the Option D death benefit factor in the year of the withdrawal.

TIMING OF PAYMENTS AND TRANSFERS

Variable Accounts - With respect to allocations made to the Variable Accounts,
we will calculate values for surrenders, withdrawals, loans and, unless
transfers are restricted, transfers as of the end of the Valuation Date on or
next following the day on which we receive your instructions. We will calculate
death benefit proceeds based on allocations made to the Variable Accounts as of
the end of the Valuation Date on or next following the day on which Survivor's
death occurs. We will pay such amounts and will effect such transfers within
seven days after we receive all the information needed to process the
transaction. 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 allocations made to the Fixed Options or if this
policy is being continued under a fixed nonforfeiture benefit, we may defer
surrenders, withdrawals, loans (except for loans to pay a premium on any policy
issued by us), and transfers from the Fixed Options, for up to six months after
we receive your request. If we defer any such payment for more than 10 days
after we receive your request, we will pay interest at a rate not less than 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

P0156-NY Page 14 (P)

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.

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

Loan Amount Available - The amount available for a loan will be at least equal
to 75% of the Net Cash Surrender Value 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.

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 allocation 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.

P0156-NY Page 15 (P)

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 allocation 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 allocation
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. 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
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 your application for this policy. 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 any Variable Account assets to other separate accounts or
subaccounts of ours or of 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.

If any of these changes result in a material change in the underlying
investments of a Variable Account of our Separate Account, we will notify you of
such change. Unless required by law or regulation, we will not

P0156-NY Page 16 (P)

change the investment policy of the Separate Account without following the
filing and other procedures of the Insurance Commissioner in the State of
Arizona and without following the filing and other procedures established by the
insurance regulators of the state in which this policy is delivered.

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.

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.
This policy will terminate upon successful contest with respect to either
Insured. 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; and
. 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.

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

Misstatement - If 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 request or any premium payment which would
result in an increase in NAR. We have the right to refuse any such change or
premium payment.

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. No premium payments may be made after Age 100 of the younger
Insured, except as needed to keep the policy from lapsing. After Age 100 of the
younger Insured, policy loans and loan repayments, withdrawals, and transfers
among variable accounts can continue to be made. Payment of the Planned Premium
does not guarantee that the policy will continue in force to the younger
Insured's Age 100.

P0156-NY Page 17 (P)

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;
. 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(ies) 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 in which this policy is delivered.

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 in which this policy is
delivered. Values are 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. The cash surrender
values and the paid-up nonforfeiture benefits available under the policy are not
less than the minimum values and benefits required by any statute of the state
in which the policy is delivered.

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.
However, as of the effective date of the filing of this policy in the state in
which it was delivered, the IRS has not issued any official guidance on the tax
treatment of life insurance policies that continue coverage beyond Age 100. You
should consult your tax advisor.

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, 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.

P0156-NY Page 18 (P)

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 law, 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.

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 and
any appropriate adjustment in the death benefit shall be made as of such date.
The excess amount, as determined under federal tax law including any
associated investment gains or losses, shall be refunded no later than 60 days
after the end of the applicable contract year. 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 in which this policy is
delivered and including the requirements for life insurance contracts under the
Code. After filing with, and approval by, the Insurance Department of the state
in which this policy is delivered, we will provide you with a copy of any such
change. You have the right to refuse the change.

P0156-NY Page 19 (P)

INDEX

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

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[LOGO OF PACIFIC LIFE APPEARS HERE]

PACIFIC LIFE
& ANNUITY COMPANY

Home Office:
17360 Brookhurst Street
Fountain Valley, CA 92708-8003

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

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

FLEXIBLE
PREMIUM JOINT AND LAST SURVIVOR
VARIABLE LIFE
INSURANCE

. Death Benefit Payable on Death of the Survivor of the Insureds While 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)