PREMIUMS: PLANNED [ANNUAL] PREMIUM = $ 1,354.97 GUIDELINE SINGLE PREMIUM = $20,527.96 GUIDELINE LEVEL PREMIUM = $ 1,892.34 7 PAY PREMIUM = $ 5,111.22 FIXED LT ENHANCED GUARANTEE AMOUNT = $ 1,156.50

EXHIBIT 1.(5)(a)

[LOGO OF PACIFIC LIFE APPEARS HERE]

Pacific Life Insurance Company . 000 Xxxxxxx Xxxxxx Xxxxx
. Xxxxxxx Xxxxx, XX 00000
================================================================================

READ YOUR POLICY CAREFULLY. This is a legal contract between you, the Owner,
and us, Pacific Life Insurance Company, a stock insurance company. We agree to
pay the benefits of this policy according to its provisions. The consideration
for this policy is the application for it, a copy of which is attached, and
payment of the premiums.

Premiums are flexible, subject to minimums required to keep the policy in force.
Variable Account Values may increase or decrease depending upon Variable Account
investment experience. There is no guaranteed Variable Account Value. Policy
loan value is less than one hundred percent (100%) of the policy's cash
surrender value.

The method for determining the death benefit is described in the Death Benefit
section of this policy. The amount of the death benefit may be fixed or
variable according to the Death Benefit Option selected and may increase or
decrease. The duration this policy remains in force may vary, depending on the
premiums paid and the investment experience of the Variable Accounts.

Free Look Right - You may return this policy within 10 days after you receive
it. To do so, deliver or mail it to us or to our agent. This policy will then
be deemed void from the beginning and we will refund the premiums paid.

Signed for Pacific Life Insurance Company,

/s/ XXXXXX X. XXXXXX /s/ XXXXXX X. MILFS
-------------------------- --------------------------
Chairman and Chief Executive Officer Secretary

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

POLICY NUMBER: 1234567-0 INSURED #1: XXXXXX XXXXXXXX
POLICY DATE: JAN. 1, 2001 RISK CLASSIFICATION: MALE/NONSMOKER
INITIAL FACE AMOUNT: $200,000 AGE ON POLICY DATE: 35
OWNER: XXXXXX XXXXXXXX INSURED #2: XXXX XXXXXXXX
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.

P01SP5 (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: LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PREMIUMS: PLANNED [ANNUAL] PREMIUM = $ 1,354.97
GUIDELINE SINGLE PREMIUM = $20,527.96
GUIDELINE LEVEL PREMIUM = $ 1,892.34
7 PAY PREMIUM = $ 5,111.22
FIXED LT ENHANCED GUARANTEE AMOUNT = $ 1,156.50

DEATH BENEFIT OPTION: A

ACCOUNT ALLOCATIONS AVAILABLE: SEE NEXT PAGE

PREMIUM LOAD RATE: CONSISTS OF A SALES LOAD RATE OF 4.25% FOR THE FIRST
$11,565.00 OF PREMIUM PAID AND 2.25% FOR PREMIUM PAID IN EXCESS OF SUCH AMOUNT
PLUS 2.35% FOR CERTAIN STATE AND LOCAL TAXES PLUS 1.50% FOR CERTAIN FEDERAL
TAXES.

ADMINISTRATIVE CHARGE: $10 PER MONTH UNTIL THE YOUNGER INSURED'S AGE 100; $0
THEREAFTER.

SURRENDER CHARGE: $539.00 FOR THE FIRST POLICY YEAR. IT THEN DECREASES BY
4.99 PER MONTH TO ZERO AT THE END OF THE 120TH MONTH.

M&E RISK FACE AMOUNT CHARGE: $33.51 FOR POLICY YEARS 1-10, $17.50 FOR POLICY
YEARS 11-20, AND $0 THEREAFTER. REFER TO M&E RISK CHARGE PROVISION FOR DETAILS.

M&E RISK ASSET CHARGE RATE: A MONTHLY CHARGE WHICH IS A PERCENTAGE OF THE
UNLOANED ACCUMULATED VALUE. THE PERCENTAGE IS 0.0375% FOR THE FIRST $25,000 OF
UNLOANED ACCUMULATED VALUE AND 0.0042% OF ANY EXCESS UNLOANED ACCUMULATED VALUE.

POLICY NUMBER: VF99999990 INSURED #1: XXXXXX XXXXXXXX
POLICY DATE: JAN 1, 2001 RISK CLASSIFICATION: MALE/NONSMOKER
INITIAL FACE AMOUNT: $200,000 AGE ON POLICY DATE: 35
OWNER: XXXXXX XXXXXXXX INSURED #2: XXXX XXXXXXXX
RISK CLASSIFICATION FEMALE/NONSMOKER
AGE ON POLICY DATE: 35

PO1SP5 Page 3.0

POLICY 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

Page 3.01

POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

SUMMARY OF COVERAGES EFFECTIVE ON THE POLICY DATE

P01SP5: BASIC COVERAGE

FACE AMOUNT: $100,000
INSURED #1: XXXXXX XXXXXXXX
AGE ON POLICY DATE: 35
RISK CLASSIFICATION: MALE NONSMOKER

INSURED #2: XXXX XXXXXXXX
AGE ON POLICY DATE: 35
RISK CLASSIFICATION: MALE NONSMOKER

________________________________________________________________________________

R01LAB: LAST SURVIVOR ACCOUNTING BENEFIT RIDER

FACE AMOUNT: $50,000
INSURED #1: XXXXXX XXXXXXXX
AGE ON POLICY DATE: 35
RISK CLASSIFICATION: MALE NONSMOKER

INSURED #2: XXXX XXXXXXXX
AGE ON POLICY DATE: 35
RISK CLASSIFICATION: FEMALE NONSMOKER

________________________________________________________________________________

R01LRT: LAST SURVIVOR ANNUAL RENEWABLE TERM RIDER

FACE AMOUNT: $50,000 (VARYING)
INSURED #1: XXXXXX XXXXXXXX
AGE ON POLICY DATE: 35
RISK CLASSIFICATION: MALE NONSMOKER

INSURED #2: XXXX XXXXXXXX
AGE ON POLICY DATE: 35
RISK CLASSIFICATION: FEMALE NONSMOKER

________________________________________________________________________________

Page 3.1

POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

SUMMARY OF COVERAGES EFFECTIVE ON THE POLICY DATE

LAST SURVIVOR ANNUAL RENEWABLE TERM RIDER
VARYING SCHEDULE

INSURED #1: XXXXXX XXXXXXXX
RISK CLASSIFICATION: MALE/NONSMOKER

INSURED #2: XXXX XXXXXXXX
RISK CLASSIFICATION: FEMALE/NONSMOKER

POLICY FACE POLICY FACE
YEAR AMOUNT YEAR AMOUNT
--------------------------------------------------------------------------------
1 $ 50,000 41 $100,000
2 50,000 42 100,000
3 50,000 43 100,000
4 50,000 44 100,000
5 50,000 45 100,000
6 100,000 46 100,000
7 100,000 47 100,000
8 100,000 48 100,000
9 100,000 49 100,000
10 100,000 50 100,000
11 100,000 51 100,000
12 100,000 52 100,000
13 100,000 53 100,000
14 100,000 54 100,000
15 100,000 55 100,000
16 100,000 56 100,000
17 100,000 57 100,000
18 100,000 58 100,000
19 100,000 59 100,000
20 100,000 60 100,000
21 100,000 61 100,000
22 100,000 62 100,000
23 100,000 63 100,000
24 100,000 64 100,000
25 100,000 65 100,000
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
36 100,000
37 100,000
38 100,000
39 100,000
40 100,000

Page 3.2

POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

TABLE OF COST OF INSURANCE RATES

GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES PER $1000.00 APPLICABLE TO
BASE POLICY COVERING BOTH LIVES. THE RATES BELOW INCLUDE A 10-YEAR GUARANTEE OF
OUR CURRENT RATES AS OF THE ISSUE DATE.

POLICY MONTHLY POLICY MONTHLY
YEAR RATE YEAR RATE
--------------------------------------------------------------------------------
1 0.00001 41 2.42313
2 0.00002 42 2.83191
3 0.00004 43 3.28732
4 0.00008 44 3.78906
5 0.00013 45 4.34789
6 0.00020 46 4.98290
7 0.00028 47 5.71389
8 0.00039 48 6.56426
9 0.00052 49 7.55141
10 0.00069 50 8.66656
11 0.01858 51 9.89906
12 0.02272 52 11.23693
13 0.02754 53 12.67302
14 0.03316 54 14.20425
15 0.03975 55 15.83604
16 0.04742 56 17.58447
17 0.05651 57 19.47971
18 0.06727 58 21.58283
19 0.08019 59 24.00871
20 0.09532 60 27.06405
21 0.11279 61 31.41825
22 0.13278 62 38.57529
23 0.15505 63 52.30724
24 0.17990 64 83.33333
25 0.20807 65 83.33333
26 0.24063 66+ 00.00000
27 0.27924
28 0.32573
29 0.38256
30 0.45033
31 0.52931
32 0.61934
33 0.72032
34 0.83185
35 0.95820
36 1.10541
37 1.28088
38 1.49413
39 1.75379
40 2.06346

Page 4.0

POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

TABLE OF COST OF INSURANCE RATES

GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES PER $1000.00 APPLICABLE TO
LAST SURVIVOR ACCOUNTING BENEFIT RIDER COVERING BOTH LIVES. THE RATES BELOW
INCLUDE A 10-YEAR GUARANTEE OF OUR CURRENT RATES AS OF THE ISSUE DATE.

Page 4.1

POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

TABLE OF COST OF INSURANCE RATES

GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES PER $1000.00 APPLICABLE TO
LAST SURVIVOR ANNUAL RENEWABLE TERM RIDER COVERING BOTH LIVES.

POLICY POLICY
YEAR MONTHLY RATE YEAR MONTHLY RATE
--------------------------------------------------------
1 0.00029 41 2.42313
2 0.00094 42 2.83191
3 0.00174 43 3.28732
4 0.00270 44 3.78906
5 0.00390 45 4.34789
6 0.00537 46 4.98290
7 0.00720 47 5.71389
8 0.00937 48 6.56426
9 0.01195 49 7.55141
10 0.01498 50 8.66656
11 0.01858 51 9.89906
12 0.02272 52 11.23693
13 0.02754 53 12.67302
14 0.03316 54 14.20425
15 0.03975 55 15.83604
16 0.04742 56 17.58447
17 0.05651 57 19.47971
18 0.06727 58 21.58283
19 0.08019 59 24.00871
20 0.09532 60 27.06405
21 0.11279 61 31.41825
22 0.13278 62 38.57529
23 0.15505 63 52.30724
24 0.17990 64 83.33333
25 0.20807 65 83.33333
26 0.24063 66 00.00000
27 0.27924
28 0.32573
29 0.38256
30 0.45033
31 0.52931
32 0.61934
33 0.72032
34 0.83185
35 0.95820
36 1.10541
37 1.28088
38 1.49413
39 1.75379
40 2.06346

Page 4.2 (P)

POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

TABLE OF MONTHLY M&E RISK CHARGE
LAST SURVIVOR ACCOUNTING BENEFIT RIDER

POLICY MONTHLY M&E RISK
YEAR CHARGE
---------------------------------------------------------
1 $ 0.62
2 2.67
3 4.73
4 6.79
5 8.85
6 10.91
7 12.97
8 15.03
9 17.09
10 19.15
11-65 6.18
66+ 0.00

Page 4.3 (P)

POLICY NUMBER: VP999999990

POLICY SPECIFICATIONS

TABLE OF MAXIMUM GUARANTEED MONTHLY M&E RISK CHARGE
LAST SURVIVOR ANNUAL RENEWABLE TERM RIDER

POLICY MONTHLY M&E POLICY MONTHLY M&E
YEAR RISK CHARGE YEAR RISK CHARGE
---------------------------------------------------------------------
1 $ 8.01 36 $17.91
2 8.01 37 17.91
3 8.01 38 17.91
4 8.01 39 17.91
5 8.01 40 17.91
6 17.91 41 17.91
7 17.91 42 17.91
8 17.91 43 17.91
9 17.91 44 17.91
10 17.91 45 17.91
11 17.91 46 17.91
12 17.91 47 17.91
13 17.91 48 17.91
14 17.91 49 17.91
15 17.91 50 17.91
16 17.91 51 17.91
17 17.91 52 17.91
18 17.91 53 17.91
19 17.91 54 17.91
20 17.91 55 17.91
21 17.91 56 17.91
22 17.91 57 17.91
23 17.91 58 17.91
24 17.91 59 17.91
25 17.91 60 17.91
26 17.91 61 17.91
27 17.91 62 17.91
28 17.91 63 17.91
29 17.91 64 17.91
30 17.91 65 17.91
31 17.91 66+ 0.00
32 17.91
33 17.91
34 17.91
35 17.91

P01SP5 Page 4.4 (P)

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.

Coverage Segments - consist of the initial Face Amount shown in the Policy
Specifications and any increase in Face Amount, as shown in a supplemental
schedule of coverage.

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 changed, 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 15 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 000 Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxx Xxxxx, XX 00000.

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. 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, we, our, ours, us and the Company - refers to Pacific Life Insurance
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.

P01SP5 Page 5 (P)

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.

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 you may otherwise specify by 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
any surviving beneficiaries in proportion to their share in the proceeds, unless
otherwise provided. If no beneficiary survives 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.

P01SP5 Page 6 (P)

Planned Premium - is the amount of premium you plan to pay. It is shown in the
Policy Specifications and may be changed by Written Request. Payment of the
Planned Premium does not guarantee that the policy will continue in force.

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 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 will not accept premiums after Age 100 of the younger
Insured, although you may make a loan repayment at any time. 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 Limit - This subsection applies only if you have elected the
Guideline Premium Test (GPT) as the Death Benefit Qualification Test. In order
for this policy to be classified as life insurance under Section 7702 of the
Code, the sum of the 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 annual Guideline Level Premiums to the date of payment.

The Guideline Premiums are shown in the Policy Specifications. The Guideline
Premiums may change whenever there is a change in the Face Amount of insurance
or in other policy benefits. Any such Guideline Premium change will be shown in
a supplemental schedule that we will send to you at the time of the change.

The Guideline Premiums are determined by the rules, which apply to this policy
as set forth in the Code. The Guideline Premiums will be adjusted to conform to
any changes in the Code. In the event that a premium payment would exceed such
revised limits, we reserve the right to refund the excess payment to you,
provided that we may not refuse any premium payment necessary to keep this
policy in force. Further, we reserve the right to make distributions from the
policy to the extent we deem it necessary to continue to qualify this policy as
life insurance under the Code.

DEATH BENEFIT

Death Benefit - This policy provides a death benefit on the death of the
Survivor while this policy is in force. This section describes how the death
benefit is calculated. On the date of death, the death benefit is the larger
of:

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

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.

P01SP5 Page 7 (P)

. 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 equals 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 in the Policy Specifications.

Change of Death Benefit Option - On Written Request, the Death Benefit Option
may be changed to Option A or B a maximum of once per year. After Age 89 of the
younger Insured, you may only change to Option A. Changes to Option C or D are
not permitted. After a Death Benefit Option 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 Qualification Test - In order for your policy to be classified as
life insurance under the Code, it must satisfy one of two Death Benefit
Qualification Tests. Unless you have elected otherwise, the Death Benefit
Qualification Test for this policy is the Guideline Premium Test. The Death
Benefit Qualification Test for this policy appears in the Policy Data section.
The two Death Benefit Qualification Tests are explained in this subsection.

1. Cash Value Accumulation Test (CVAT) - The Minimum Death Benefit will be the
amount required for this policy to be deemed "life insurance" according to
the Code, but not less than 101% of the Accumulated Value.

2. Guideline Premium Test (GPT) - The Minimum Death Benefit at any time is the
Accumulated Value multiplied by the death benefit percentage for the Age of
the younger Insured as shown in the following table.

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

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 from the date of death to the date
payment is made at a rate of interest not less than the guaranteed interest

P01SP5 PAGE 8 (P)

rate used for the Fixed Account under this policy. If state law requires payment
of a greater amount of interest, we will pay that amount.

Face Amount Increase - You may submit an application to increase the Face Amount
by an amount not less than $10,000. Both Insureds must be Age 90 or less and
the application must include evidence of insurability satisfactory to us. The
effective date of the increased Face Amount will be the first Monthly Payment
Date on or following the date all required conditions are met. We reserve the
right to limit increases to one per policy year and to charge a fee to evaluate
insurability, not to exceed $200, which will be deducted from the Accumulated
Value.

Upon approval of any unscheduled increase, we will send you a supplemental
schedule of coverage, which will include the following information:
the increased Face Amount and the effective date of the increase;
each Insured's risk classification for the increase; and
the Guaranteed Maximum Monthly Cost of Insurance Rates applicable to the
increase.

Face Amount Decrease - Starting on the first policy anniversary, you may make a
request to decrease the Face Amount by an amount not less than $10,000. The
Face Amount may not be decreased to less than our minimum issue limit of
$100,000. The effective date of the decreased Face Amount will be the first
Monthly Payment Date on or following the date we receive your Written Request.
We recommend you consult your tax advisor before requesting a decrease in policy
Face Amount. Upon approval of any unscheduled decrease, we will send you a
supplemental schedule of coverage, which will include the decreased Face Amount
and the effective date of the decrease.

The request for a decrease in the Face Amount will be subject to the Guideline
Premium Limit as defined in the Code. This may result in a refund of premiums
and/or the distribution of Accumulated Value in order to maintain compliance
with such limit. Such request will not be allowed if the resulting Guideline
Premium limit could cause an amount in excess of the Net Cash Surrender Value to
be distributed from the policy.

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

ACCUMULATED VALUE

Accumulated Value - is the sum of the Fixed Accumulated Value plus the Variable
Accumulated Value plus the Loan Account.

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, at a rate not
less than an annual effective rate of of 3%. For the Fixed LT Account only and
for the first 10 policy years only, we guarantee a rate of 4.5% for Accumulated
Value in the Fixed LT Account equal to the Fixed LT Enhanced Guarantee Amount
shown in the Policy Specifications multiplied by the current policy year. 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. The Accumulated Value for each Fixed Option on any Valuation Date is:

. the Accumulated Value for the Fixed Option as of the end of the prior
valuation Date;
. plus interest earned on the Fixed Option since the prior Valuation Date;
. plus the amount of any Net Premium received and allocated to the Fixed Option
as of the current Valuation Date;

P01SP5 PAGE 9 (P)

. plus the amount of any transfer to the Fixed Option, including transfers from
the Loan Account, as of the current Valuation Date;
. minus the monthly deduction and other deductions due, if any, and assessed
against the Fixed Option as of the current Valuation Date; and
. minus the amount of any withdrawals, or transfers from the Fixed Option,
including transfers to the Loan Account, as of the current Valuation 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.

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
current Valuation Date, 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 prior
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.
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, which we guarantee
to be at least 3.00%. At our discretion, we may credit a higher rate of
interest on the Loan Account. The amount in the Loan Account on any Valuation
Date is the following:

. the amount in the Loan Account as of the end of the prior Valuation Date;
. plus accrued interest since the prior Valuation Date;

P01SP5 PAGE 10 (P)

. plus any loan taken since the prior Valuation Date; and
. minus any loan amount repaid since the prior Valuation Date.

On each policy anniversary, transfers into the Loan Account from the Investment
Options are made according to your most recent premium allocation instructions,
so that the Loan Account equals Policy Debt at such time.

Monthly Deduction - A Monthly Deduction for a policy month is due on each
Monthly Payment Date prior to the younger Insured's age 100 and is equal to the
sum of the following items:

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

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

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.

Net Amount at Risk - The Net Amount at Risk is equal to the death benefit
divided by 1.00246627, then reduced by the AV. In determining the Net Amount at
Risk, the death benefit and the Accumulated Value are calculated before
deduction of the current month's Cost of Insurance charge. If there are
multiple Coverage Segments, then the NAR will be allocated proportionately to
each Coverage Segment according to Face Amount.

Cost of Insurance Rates - 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. Cost of Insurance
Rates will apply uniformly to all members of the same class. Class is
determined by a number of factors, including the Insured's Age, Risk
Classification, death benefit, Policy Date and policy duration. Any changes in
the Cost of Insurance Rates will apply uniformly to all members of the same
class.

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 and for certain
distribution costs. 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 will not exceed the guaranteed maximum amount
shown in the Policy Specifications, and is based on the Face Amount at policy
issue. This charge will continue for 10 policy years at the level shown in the
Policy Specifications and any supplemental schedule of coverage even if the Face
Amount is decreased. After 10 policy years, we may charge less than the amount
shown in the Policy Specifications.

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

Administrative Charge - The Administrative Charge is shown in the Policy
Specifications.

P01SP5 PAGE 11 (P)

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 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.

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
notify 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. 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;
. 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 from the
reinstatement date.

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; or

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.

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.

P01SP5 PAGE 12 (P)

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.

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. 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.

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;
. limit the frequency of transfers (however, at least one transfer per month
will be allowed);
. disallow a transfer from any account if the remaining balance would be
positive, but less than $500;
. 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.
Each Coverage Segment has an associated Surrender Charge which is shown in the
Policy Specifications (for the initial Coverage Segment) or in a supplemental
schedule of coverage (for subsequent Coverage Segments).

Surrender Charge on Face Amount Decrease - If you request to decrease the Face
Amount, we reserve the right to deduct a Surrender Charge 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 decrease divided by the
Face Amount immediately before the decrease.

After a Face Amount decrease, the total Surrender Charge that would be imposed
upon a full surrender of your policy will be reduced by the Surrender Charge
deducted from the Accumulated Value at the time 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. 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 a withdrawal must be at least $500; and

P01SP5 PAGE 13 (P)

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, and its associated withdrawal fee, 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 may reduce the death benefit by the
amount of the withdrawal depending on the Death Benefit Option in effect.
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 Change the Face Amount - For Death Benefit Option B or Option C,
making a withdrawal does not reduce the Face Amount. For Death Benefit Option A
or Option D, a withdrawal may reduce the Face Amount. You can make one
withdrawal during each of the first 15 policy years of $10,000 or 10% of the
Cash Surrender Value, whichever is less, without reducing the Face Amount. If
you withdraw a larger amount, or make additional withdrawals, the Face Amount
will be reduced by the amount, if any, by which the Face Amount exceeds the
death benefit immediately before the withdrawal, minus the amount of the
withdrawal.

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
. trading on the New York Stock Exchange is restricted as determined by the
Securities and Exchange Commission (SEC); 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; or
. The SEC by order permits postponement for the protection of securities owners.

Fixed Options - With respect to payments or transfers to be made from the Fixed
Options, 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 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 request.

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

P01SP5 PAGE 14 (P)

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 income benefit, the monthly income bought
by each $1,000 of benefit will never be less than 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. There is 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 Charge 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 interest credited on the Loan Account on the date of the loan;
c = 1.0325; 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 3.25%. 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. Such transfers will be done on a pro rata basis from your
Accumulated Value in the Investment Options, unless you request a specific
allocation. 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

P01SP5 PAGE 15 (P)

for allocation of premium. If Policy Debt exceeds the amount in the Loan
Account, the 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 for allocation of premium. 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 - We established the Separate Account and maintain it under the
laws and regulations of California. 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 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.

P01SP5 PAGE 16 (P)

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 in the state of
California and without following filing and other procedures established by
insurance regulators of the state of issue.

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, in the absence of fraud, 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; 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 either, or both, Insureds is the result of
suicide within two years of the policy date, no death benefit proceeds will be
paid. Instead, we will pay 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.

Misstatement - If the either Insured's age is misstated in the application, the
amount of the death benefit shall be the greater of that which would be
purchased by the most recent non-zero Cost of Insurance Charge at the correct
age, or the Minimum Death Benefit for the correct age.

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 Net Amount at Risk.

P01SP5 PAGE 17 (P)

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 year to your
last known address. This report will include the following information for the
policy year:

. the Accumulated Value;
. any Surrender Charge;
. the Cash Surrender Value;
. the current death benefit;
. any existing Policy Debt;
. transactions that occurred during the reporting period;
. the Guideline Premiums, if applicable; and
. any information required by law.

In addition to the above report, we will mail you annually a report containing
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.

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 state insurance department. 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 3% interest (with the higher interest rate on the Fixed LT Account
as detailed in the Fixed Accumulated Value provision) and the 1980 CSO
mortality, except for unisex issues which are based on the 1980 CSO Table B (80%
male and 20% female).

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.

P01SP5 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, 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 of the policy.

Modified Endowment Contract (MEC) - Unless you have given us Written Notice to
the contrary, the provisions of this MEC subsection apply. 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 but not limited to the requirements for life
insurance contracts under the Code or any state. We will provide you with a
copy of any such change, and file such a change with the insurance supervisory
official of the state in which this policy is delivered. You have the right to
refuse any such change.

P01SP5 PAGE 19 (P)

INDEX

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

P01SP5 PAGE 20 (P)

[PACIFIC LIFE LOGO APPEARS HERE]

Pacific Life Insurance Company . 000 Xxxxxxx Xxxxxx Xxxxx . Xxxxxxx Xxxxx, XX
00000
================================================================================

LAST SURVIVOR
FLEXIBLE PREMIUM
VARIABLE LIFE
INSURANCE POLICY

. 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

P01SP5 (P)

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PREMIUMS: PLANNED [ANNUAL] PREMIUM = $ 1,354.97 GUIDELINE SINGLE PREMIUM = $20,527.96 GUIDELINE LEVEL PREMIUM = $ 1,892.34 7 PAY PREMIUM = $ 5,111.22 FIXED LT ENHANCED GUARANTEE AMOUNT = $ 1,156.50

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